HomeMy WebLinkAboutContract CAG-20-162
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Community and Economic Development Department
CITY OF RENTON
SUNSET NEIGHBORHOOD CENTER CAPITAL GRANT AGREEMENT
This Sunset Neighborhood Center Capita Gra t Agreement ("Agreement") is dated for
reference purposes as the l day of , 2020. The parties ("Parties") to this
agreement are the City of Renton, a non-charter code city under RCW 35A, a municipal
corporation of the State of Washington, hereinafter referred to as the "City" or "Renton"
and Renton Housing Authority, a public corporation of the State of Washington,
hereinafter referred to as "RHA". Collectively, Renton and RHA are the "Parties."
WITNESSETH:
WHEREAS the Sunset Area is an ethnically diverse, low-income neighborhood in the
Renton Highlands that has been a high-priority redevelopment and community
revitalization area for the City since 2000; and
WHEREAS in 2014 the City and RHA completed a Community Needs Assessment for
Human Services and Housing for Renton, along with an addendum specific to the Sunset
Area, (the "Needs Assessment"); and
WHEREAS the Needs Assessment identified significant unmet human service needs in the
Sunset Area, including economic opportunity, basic needs and health and wellness; and
WHEREAS the proposed use of the former Renton Highlands Library located at 2902 NE
12th Street, Renton,Washington (the "Property")for the Sunset Multi-Service & Career
Development Center, which is also now referred to as the Sunset Neighborhood Center
(the "Center") was envisioned as an integral part of the Sunset Area Transformation Plan
created in 2015-2016; and
WHEREAS the City, RHA, and Neighborhood House (a 115-year old non-profit organization
that partners with diverse individuals and families in King County to build community and
achieve their goals for health, education and self-sufficiency) have been working since
2015 with multiple regional and community organizations on a plan to acquire, renovate,
and use the Property to provide services at the Center; and
WHEREAS the Property was sold by the City to RHA for the fair market value of$885,000,
on March 16, 2018,for the planned purpose of creating the Center; and
WHEREAS RHA, Neighborhood House, HealthPoint and the St.Vincent de Paul Society
(Centro Rendu) currently plan to provide services at the Center; and
WHEREAS the services envisioned for the Center include: child and/or adult learning,
tutoring and mentoring; employment counseling and services and/or job training;
integrated health services, including behavioral health counseling and services, health
education and health and/or dental care services; case management; and/or legal
assistance, and
WHEREAS the total acquisition and renovation budget for the Center is approximately$4
million, including the $885,000 for acquisition and the balance for architectural,
engineering, construction, legal fees and other soft costs; and
WHEREAS, as to RHA's$885,000 acquisition of the Property, RHA paid $85,000 to City at
closing and executed a promissory note to the City for the balance of$800,000 with an
interest rate of 1.70%annual percentage rate,to be paid off by RHA at$160,000 per year
plus applicable accrued interest on the anniversary date of closing for five years (the
"Property Loan"); and
WHEREAS, in addition to the$885,000 committed by RHA to purchase the property,the
project was awarded $1,412,000 by the Washington State legislature, $600,000 from the
Bill & Melinda Gates Foundation and $20,000 from the First Financial Northwest/Renton
Regional Community Foundation, plus the $400,000 grant from the City referenced in this
agreement. The balance of the projected costs will be paid for by RHA and/or with the
receipt of other grant funds secured by RHA; and
WHEREAS, RHA and the City entered into an Interlocal Agreement on November 22, 2016,
for payment of demolition costs of properties owned by RHA, by which RHA agreed to
reimburse the City pursuant to the terms of a promissory note ("Demolition Loan"); and
WHEREAS the City's$400,000 capital grant will help RHA effectively renovate the
Property so that the Center can be used to provide needed human services for the
community; and
WHEREAS the City wants to support the renovation and use of the Property for the
Center with a goal of beginning to provide services at the Center in late-2020; and
WHEREAS on June 25, 2018,the Renton City Council passed a motion to "(i) award a
$400,000 capital grant to the Renton Housing Authority to help renovate the former
Renton Highlands Library for use as the Sunset Multi-Service &Career Development
Center, subject to an acceptable agreement to be approved by Council established
between the City and the Renton Housing Authority; and (ii) authorize the Mayor to enter
into and execute the Letter of Intent with the Renton Housing Authority for the$400,000
City capital grant;" and
WHEREAS on July 11, 2018,then-Mayor Law and RHA signed the Letter of Intent that was
referenced in the Renton City Council's June 25, 2018 motion; and
Capital Grant Agreement—Sunset Neighborhood Center Page 2 of 9
WHEREAS the Letter of Intent required RHA to pay to the City$400,000 toward the
remaining balance of the Property Loan at least 30 (thirty) days in advance of when RHA
needs the City to provide the $400,000 capital grant for the Center, and the City's records
mark receipt of such payment by RHA on July 1, 2020; and
WHEREAS the Letter of Intent further required RHA to pay the City the remaining balance
of the Demolition Loan in the amount of$325,957 plus accrued interest by December 31,
2019, and the City's records mark receipt of such payment by RHA on December 31, 2019;
and
WHEREAS the Letter of Intent further required RHA to use the Property for the Center for
a period of at least 10 (ten) years, commencing from the opening of the Center after
renovations; and
WHEREAS the City and RHA intend that this Agreement fulfill the Renton City Council's
June 25, 2018 authorization to proceed with negotiating a $400,000 capital grant
agreement and also implement the Parties' remaining obligations as set forth in the July
11, 2018 Letter of Intent.
NOW,THEREFORE, in consideration of the mutual benefits and covenants herein referred
to, and incorporating the language above in this Agreement, it is hereby agreed by and
between the Parties as follows:
1. Scope and Obligations Incorporated from Letter of Intent.
a. Scope of Work: In an effort to help offer more human services to residents in the
Sunset Area neighborhood and the surrounding Renton Highlands community, the
Parties agree that RHA shall use the City's capital fund grant described in Section 4
of this Agreement to help renovate the Property for use as the Center to provide
services to low- and moderate income Renton households. Project Exhibit A,
"Scope of Work," is attached hereto and incorporated herein by this reference. RHA
shall comply with Exhibit A.
b. Duration of Center's Use. As set forth in Exhibit A, RHA shall use the Property for
the Center for a period of at least 10 (ten) years, and RHA shall be subject to
repayment obligations for failure to timely open the Center or for failure to operate
for the minimum 10 (ten)years.
c. Revised Promissory Note on Property Loan. The City agrees to return the original
Property Loan promissory note to RHA, and RHA agrees to provide the City with a
revised Property Loan promissory note with the same terms and conditions, but
adjusted to reflect the remaining balance of the Property Loan at that time.
Capital Grant Agreement—Sunset Neighborhood Center Page 3 of 9
2. Term. This Agreement shall be in effect as of the date of execution of this Agreement
or August 1, 2020, whichever is later, and terminate on August 1, 2023, or three years
from the date of execution of the Agreement, whichever is later (the "Term"), unless
extended to a later date by written agreement of both Parties.
3. Termination. Prior to the expiration of the Term, this Agreement may be terminated
or suspended immediately,with or without cause, upon written notice by Renton. RHA
may cancel this Agreement only upon thirty(30) days' written notice to Renton. In the
event Renton terminates or suspends this Agreement, RHA will be entitled to receive
compensation for any approved costs incurred prior to the effective date of such
termination or suspension. The determination of the amount of any compensation to
be paid shall be made by the Administrator of the Community and Economic
Development Department, or any other City office, department or agency that shall
succeed to its functions with respect to this Agreement, or his or her authorized
designee. In the event of a dispute over the amount of compensation,the dispute shall
be resolved by the City's Chief Administrative Officer, or his/her designated
representative, and RHA's Executive Director, or his/her designated representative.
4. Compensation. The total amount of funds pursuant to this Agreement shall not exceed
Four Hundred Thousand Dollars ($400,000).
Subject to the additional requirements set forth in Exhibit A, disbursement will be made
no later than forty-five (45) days after receipt of the letter requesting disbursement
subject to the letter or documentation prerequisites noted in the Agreement. If Renton
objects to any portion of the letter or documentation, it shall notify RHA. Renton
reserves the option to disburse only that portion of funds that is consistent and not in
dispute concerning RHA letter, documentation or performance prerequisites. In that
event, the Parties will immediately make every effort to settle any disputed portion or
portions.
5. Independent Contractor. RHA and Renton agree that RHA is an independent contractor
with respect to the services provided pursuant to this Agreement. Nothing in this
Agreement shall be considered to create,and it is not the intent of the Parties to create,
an employer-employee relationship between the Parties hereto. Neither RHA nor any
employee or volunteer of RHA shall be entitled to any benefits or rights given to Renton
employees by virtue of the services provided under this Agreement. Renton shall not
be responsible for withholding or otherwise deducting federal income tax or Social
Security or contributing to the State Industrial Insurance Program, or otherwise
assuming the duties of an employer with respect to RHA,or any employee or volunteer
of RHA. Industrial or any other insurance that is purchased for the benefit of Renton,
regardless of whether such may provide a secondary or incidental benefit to RHA,shall
not be deemed to convert this Agreement to an employment contract.
Capital Grant Agreement—Sunset Neighborhood Center Page 4 of 9
6. Agency Indemnification. RHA represents to Renton that it has or will have adequate
supervision for those participating in the project and that all applicable rules,
regulations,statutes and ordinances will be complied with in their entirety. RHA agrees
to indemnify, hold and defend Renton, its elected officials, officers, employees, agents
and volunteers harmless from any and all claims, demands, losses, actions, violations
and liabilities (including costs and all attorney's fees) to or by any and all persons or
entities, including without limitation, their respective agents, licensees or
representatives, arising from, resulting from, or connected with the Agreement to the
extent caused by the negligent acts, errors or omissions of RHA, its partners,
shareholders, agents, employees, or by RHA's breach of this Agreement. RHA waives
any immunity that may be granted to it under the Washington State Industrial
Insurance Act,Title 51 RCW. RHA's indemnification shall not be limited in any way by
any limitation of the amount of damages, compensation or benefits payable to or by
any third-party under workers' compensation acts, disability benefit acts or any other
benefits acts or federal, state or municipal benefits programs.
7. Discrimination Prohibited. In all of RHA's services, programs, or activities, and all of
RHA's hiring and employment made possible by or resulting from this Agreement there
shall be no discrimination by RHA or by RHA's employees, agents, subcontractors,
volunteers or representatives against any person because of age (except minimum age
and retirement provisions), sex, marital status, sexual orientation, race, creed, color,
national origin, honorably discharged veteran or military status, or the presence of any
sensory, mental, or physical disability, unless based upon a bona fide occupational
qualification in relationship to hiring and employment. Any material violation of this
provision shall be grounds for Renton to immediately terminate this Agreement.
8. Hold Harmless. Contractor shall indemnify, defend and hold harmless Renton, its
elected officials, officers, agents, employees and volunteers, from and against any and
all claims, losses or liability, or any portion of the same, including but not limited to
reasonable attorneys' fees, legal expenses and litigation costs, arising from injury or
death to persons, including injuries, sickness, disease or death of Contractor's own
employees, agents and volunteers, or damage to property caused by Contractor's
negligent act or omission, except for those acts caused by or resulting from a negligent
act or omission by Renton and its officers, agents, employees and volunteers.
Should a court of competent jurisdiction determine that this agreement is subject to
RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence
relative to construction, alteration, improvement, etc., of structure or improvement
attached to real estate...)then, in the event of liability for damages arising out of bodily
injury to persons or damages to property caused by or resulting from the concurrent
negligence of the contractor and Renton, its officers, officials, employees and
volunteers, Contractor's liability shall be only to the extent of Contractor's negligence.
Capital Grant Agreement—Sunset Neighborhood Center Page 5 of 9
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Contractor's waiver of immunity under the Industrial
Insurance Act, RCW Title 51, solely for the purposes of this indemnification.The Parties
have mutually negotiated and agreed to this waiver.The provisions of this section shall
survive the expiration or termination of this Agreement.
9. Insurance. RHA shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise
from or in connection with performance of the work hereunder by RHA, their agents,
representatives, employees or subcontractors.
No Limitation: The maintenance of insurance by RHA, as required by this Agreement,
shall not be construed to limit the liability of RHA to the coverage provided by such
insurance, or otherwise limit Renton's recourse to any remedy available at law or in
equity.
RHA shall secure and maintain:
a. Commercial general liability insurance in the minimum amounts of$1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
b. Professional liability insurance, in the minimum amount of $1,000,000 for each
occurrence, shall also be secured for any professional services being provided to
Renton that are excluded in the commercial general liability insurance.
c. Automobile Liability insurance: With a minimum combined single limit for bodily
injury and property damage of$1,000,000 for each accident. This is required of all
RHA and professional service providers where a vehicle will be used on the contract.
Renton may request a copy of Consultant' driving record abstract.
d. Workers' compensation coverage, as required by the Industrial Insurance laws of
the State of Washington, shall also be secured.
e. It is agreed that on RHA's commercial general liability policy,the City of Renton will
be named as an Additional Insured on a non-contributory primary basis. Renton's
insurance policies shall not be a source for payment of any RHA Contractor liability.
f. Subject to Renton's review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to Renton before executing the work of
this Agreement.
g. RHA shall provide Renton with written notice of any policy cancellation, within two
(2) business days of their receipt of such notice.
Capital Grant Agreement—Sunset Neighborhood Center Page 6 of 9
h. Termination: Notwithstanding any other provision of this Agreement,the failure of
Consultant to comply with the above provisions of this section shall subject this
Agreement to immediate termination without notice to any person in order to
protect the public interest.
i. Subcontractors. RHA shall ensure that each subcontractor of every tier obtain at a
minimum the same insurance coverage and limits as stated herein for RHA.
10. Subcontracts and Purchases.
Subcontract Defined. "Subcontract" shall mean any agreement between RHA and a
subcontractor or between subcontractors that is based on this Agreement, provided
that the term "subcontract" does not include the purchase of support services not
related to the subject matter of this Agreement, or supplies.
Writing Required: Any work or services assigned or subcontracted hereunder shall be
in writing. RHA agrees that it is as fully responsible to Renton for the acts and omissions
of its subcontractors and their employees and agents, as it is for the acts and omissions
of its own employees and agents.
11. Debarred Contractors: RHA shall not make any award to any contractor, which is
debarred, suspended or excluded from participation in federal assistance programs
under Executive Order 12549, entitled "Debarment and Suspension." The contractor
shall certify that neither the contractor nor any member of the contractor's
development team is debarred, suspended or otherwise ineligible to participate in
Federal Assistance programs under Executive Order 12549.
12. General Provisions.
a. Entire Agreement. This Agreement contains all of the agreements of the Parties
with respect to any matter covered or mentioned in this Agreement and no prior
agreements shall be effective for any purpose.
b. Modification. No provision of this Agreement may be amended or modified
except by written agreement signed by the Parties.
c. Full Force and Effect. Any provision of this Agreement which is declared invalid
or illegal shall in no way affect or invalidate any other provision hereof and such
other provisions shall remain in full force and effect.
d. Assignment. Neither RHA nor Renton shall have the right to transfer or assign,
in whole or in part,any or all of its obligations and rights hereunder without the
prior written consent of the other Party.
Capitol Grant Agreement—Sunset Neighborhood Center Page 7 of 9
e. Successors in Interest. Subject to the foregoing subsection, the rights and
obligations of the Parties shall inure to the benefit of and may be binding upon
their respective successors in interest, heirs, and assigns.
f. No Waiver. Failure or delay of Renton to declare any breach or default
immediately upon occurrence shall not waive such breach or default. Failure of
Renton to declare one breach or default does not act as a waiver of Renton's
right to declare another breach or default.
g. Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington.
h. Authority. Each individual executing this Agreement on behalf of Renton and
RHA represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of RHA or Renton.
i. Notices. Any notices required to be given by the Parties shall be delivered at
the addresses set forth below. Any notices may be delivered personally to the
addressee of the notice or may be deposited in the United States mail, postage
prepaid, to the address set forth below. Any notice so posted in the United
States mail shall be deemed received three (3) days after the date of mailing.
Written notice sent to Renton should be addressed as follows:
Chip Vincent,Administrator
City of Renton, Community& Economic Development Department
1055 South Grady Way
Renton, WA 98057-3232
Written notice sent to RHA should be addressed as follows:
Mark Gropper, Executive Director
Renton Housing Authority
2900 NE 10th St
Renton, WA 98056
j. Captions. The respective captions of the Sections of this Agreement are inserted
for convenience of reference only and shall not be deemed to modify or
otherwise affect any of the provisions of this Agreement.
k. Performance. Time is of the essence of this Agreement and each and all of its
provisions in which performance is a factor. Adherence to the completion dates
set forth in the description of the Services is essential to RHA's performance of
this Agreement.
Capital Grant Agreement—Sunset Neighborhood Center Page 8 of 9
I. Remedies Cumulative. Any remedies provided for under the terms of this
Agreement are not intended to be exclusive, but shall be cumulative with all
other remedies available to Renton at law, in equity, or by statues.
m. Counterparts. This Agreement may be executed in any number of counterparts,
which counterparts shall collectively constitute the entire Agreement.
n. Attorney Fees. In the event either of the Parties defaults on the performance
of any terms of this Agreement or either Party places the enforcement of this
Agreement in the hands of an attorney, or files a lawsuit, each Party shall pay
all its own attorneys'fees, costs and expenses.
o. Venue. The venue for any dispute related to this Agreement shall be Maleng
Regional Justice Center, Kent, King County, Washington.
IN WITNESS WHEREOF,the Parties enter into this Agreement by signing below.
CITY OF RENTON RENTON HOUSING AUTHORITY
By: By
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Mayor Mark Gropper
Name(print)
Executive Director
Title
Date Date
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Capital Grant Agreement—Sunset Neighborhood Center Page 9 of 9
CITY OF RENTON
SUNSET NEIGHBORHOOD CENTER CAPITAL GRANT AGREEMENT
EXHIBIT A
SCOPE OF WORK
Project Title: Sunset Neighborhood Center Start Date:
8/1/2020
City Contact: Mark Santos-Johnson, Community Development and Housing
Manager End Date:
Telephone: (425)430-6584 8/1/2023
Fax: (425)430-7300
E-mail: msantosjohnson@rentonwa.gov
Renton Housing Authority Contact: Mark Gropper, Executive Director
Telephone: 425-226-1850 x 223
E-mail: mrg@rentonhousing.org
1) Work Statement
The Renton Housing Authority(hereinafter referred to as"RHA")shall utilize the City of Renton's
capital grant to perform the activities specified below. Such services shall be provided in a
manner that fully complies with all applicable federal, state and local laws, statutes, ordinances,
rules and regulations, as are now in effect or may be hereafter amended.
2) Project Description and Obligations
RHA completed the design for the renovation of the former library and started renovations for
the Center in February, 2020. The rehabilitation is projected to be completed in September,
2020, with occupancy of the Center scheduled for late-2020.
Once completed,the Center will serve as an anchor facility for education, training, health
and/or human services for public housing and other low-and moderate-income residents who
live in the Sunset Area neighborhood and the surrounding Renton Highlands community.
Services will be provided by a variety of local and regional service providers. As of July 2020,
the following partners are scheduled to provide services at the Center when it opens:
• Renton Housing Authority
• Neighborhood House
• HealthPoint
• St.Vincent de Paul Society(Centro Rendu)
Additional service providers may participate in the project in the future, depending upon the
community's needs, available resources and available space at the Center. The centralized
space will serve as a catalyst for community-based, multi-agency collaboration.
1 See paragraph 2 of the Agreement for additional details regarding the Term of the Agreement.
Capital Grant Agreement—Sunset Neighborhood Center—Exhibit A Page 1 of 3
RHA shall provide services at the Center to respond to needs of residents in the Sunset Area
neighborhood and surrounding Renton Highlands community, including, for example, child
and/or adult learning, tutoring and/or mentoring; employment counseling and services and/or
job training; integrated health services, including behavioral health counseling and services,
health education and health and/or dental care services; case management; and/or legal
assistance ("Services"). However, the actual services to be provided will be determined based
on the regional and community partners who participate in the Center,the community's
evolving needs and the available funds for various services over a minimum of 10(ten)years.
RHA shall use the City's$400,000 grant to help renovate the former Renton Highlands Library
for use as a placed-based multi-service center. As noted in (3) below, the funds shall be used
for construction costs of the Center, including general construction and/or LEED construction-
related work.
3) Compensation and Method of Payment
RHA shall apply the City's capital grant for the Center project in accordance with the Line Item
budget below. The total amount of the funds pursuant to this Exhibit shall not exceed Four
Hundred Thousand Dollars ($400,000).
General Fund Capital Funds
City of Renton Funds $400,000
Line Item Budget
Personnel Services (detail below) $0
Office or Operating Supplies $0
Architectural & Engineering $0
Construction Contracts $400,000
Communications $0
Travel and Training $0
Other(specify below): $0
Total $400,000
4) Invoicing and Repayment
Criteria for Compensation. RHA may request the$400,000 capital grant upon submittal of the
architect's certificate of payment for the contractor's construction work demonstrating that at
least seventy-five percent (75%) of the original construction contract work for the project has
been completed.
Capital Grant Agreement—Sunset Neighborhood Center—Exhibit A Page 2 of 3
Method of Payment. RHA will submit a letter requesting General Fund capital funds, including
copies of supporting documents, such as the architect's certificate of payment,to:
Mark Santos-Johnson, Community Development& Housing Manager
City of Renton, Department of Community& Economic Development
1055 S. Grady Way, 6th Floor
Renton, WA 98057
Promise to Repay: Funding is contingent upon RHA obtaining a Certificate of Occupancy for the
Center by August 1, 2023, and ensuring that for a minimum period of ten (10)years after its first
date of opening, the Center is used to provide Services to residents of the Sunset Area
neighborhood and surrounding Renton Highlands community. RHA will provide a copy of the
Certificate of Occupancy for the Center to the City of Renton to "close out" the contract. If the
Certificate of Occupancy is not obtained by the deadline, or the Center is not used to provide
Services for the minimum period of ten (10)years, RHA agrees to repay to the City the entire Four
Hundred Thousand Dollars ($400,000), with interest at the maximum statutory rate (12% per
annum as of the date of this Agreement) (unless otherwise waived by the Renton City Council),
upon receipt of repayment request by the City of Renton. The repayment of the Four Hundred
Thousand Dollars ($400,000)with interest shall not excuse or cure any default by RHA under the
Agreement. This paragraph shall survive the expiration or termination of the Agreement.
5) Records
Project Files
RHA shall maintain files for this project containing the following items:
1. Notice of Grant Award.
2. Motions, resolutions, or minutes documenting Board or Council actions.
3. A copy of this Scope of Work.
4. Correspondence regarding budget revision requests.
5. Copies of all invoices and reports submitted to the City of Renton for this project.
6. Bills for payment.
7. Copies of approved invoices and warrants.
Capital Grant Agreement—Sunset Neighborhood Center—Exhibit A Page 3 of 3