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Home My WebLink AboutContractWashington State Department of Commerce www.commerce.wa.gov Grant to City of Renton through The Local and Community Projects Program For Renton Trail Connector Start date:July 1, 2019 CAG-22-031 DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 i TABLE OF CONTENTS FACE SHEET ................................................................................................................................................ 1 DECLARATIONS .......................................................................................................................................... 3 SPECIAL TERMS AND CONDITIONS ......................................................................................................... 5 1.GRANT MANAGEMENT ................................................................................................................... 5 2.COMPENSATION ............................................................................................................................. 5 3.CERTIFICATION OF FUNDS PERFORMANCE MEASURES ......................................................... 5 4.PREVAILING WAGE LAW ................................................................................................................ 6 5.DOCUMENTATION AND SECURITY .............................................................................................. 6 6.BASIS FOR ESTABLISHING REAL PROPERTY VALUES FOR ACQUISITIONS OF REAL PROPERTY PERFORMANCE MEASURES ............................................................................................ 6 7.EXPENDITURES ELIGIBLE FOR REIMBURSEMENT .................................................................... 6 8.BILLING PROCEDURES AND PAYMENT ....................................................................................... 7 9.SUBCONTRACTOR DATA COLLECTION ....................................................................................... 8 10.CERTIFIED PROJECT COMPLETION REPORT AND FINAL PAYMENT ...................................... 8 11.INSURANCE ..................................................................................................................................... 8 12.ORDER OF PRECEDENCE ........................................................................................................... 10 13.REDUCTION IN FUNDS ................................................................................................................. 10 14.OWNERSHIP OF PROJECT/CAPITAL FACILITIES ...................................................................... 10 15.CHANGE OF OWNERSHIP OR USE FOR GRANTEE-OWNED PROPERTY ............................. 10 16.CHANGE OF USE FOR LEASED PROPERTY PERFORMANCE MEASURE ............................. 11 17.SIGNAGE, MARKERS AND PUBLICATIONS ................................................................................ 11 18.HISTORICAL AND CULTURAL ARTIFACTS ................................................................................ 11 19.REAPPROPRIATION ...................................................................................................................... 12 20.TERMINATION FOR FRAUD OR MISREPRESENTATION .......................................................... 12 GENERAL TERMS AND CONDITIONS ..................................................................................................... 13 21.DEFINITIONS.................................................................................................................................. 13 22.ACCESS TO DATA ......................................................................................................................... 13 23.ADVANCE PAYMENTS PROHIBITED ........................................................................................... 13 24.ALL WRITINGS CONTAINED HEREIN .......................................................................................... 13 25.AMENDMENTS ............................................................................................................................... 13 26.AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, ALSO REFERRED TO AS THE “ADA” 28 CFR PART 35 ................................................................................ 14 27.ASSIGNMENT................................................................................................................................. 14 28.ATTORNEYS’ FEES ....................................................................................................................... 14 29.AUDIT .............................................................................................................................................. 14 30.BREACHES OF OTHER STATE CONTRACTS ............................................................................. 15 31.CONFIDENTIALITY/SAFEGUARDING OF INFORMATION .......................................................... 15 32.CONFLICT OF INTEREST ............................................................................................................. 15 33.COPYRIGHT PROVISIONS ........................................................................................................... 16 34.DISPUTES ...................................................................................................................................... 16 DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 ii 35.DUPLICATE PAYMENT .................................................................................................................. 17 36.GOVERNING LAW AND VENUE ................................................................................................... 17 37.INDEMNIFICATION ........................................................................................................................ 17 38.INDEPENDENT CAPACITY OF THE GRANTEE ........................................................................... 17 39.INDUSTRIAL INSURANCE COVERAGE ....................................................................................... 17 40.LAWS .............................................................................................................................................. 18 41.LICENSING, ACCREDITATION AND REGISTRATION................................................................. 18 42.LIMITATION OF AUTHORITY ........................................................................................................ 18 43.NONCOMPLIANCE WITH NONDISCRIMINATION LAWS ............................................................ 18 44.PAY EQUITY ................................................................................................................................... 18 45.POLITICAL ACTIVITIES ................................................................................................................. 18 46.PUBLICITY ...................................................................................................................................... 19 47.RECAPTURE .................................................................................................................................. 19 48.RECORDS MAINTENANCE ........................................................................................................... 19 49.REGISTRATION WITH DEPARTMENT OF REVENUE................................................................. 19 50.RIGHT OF INSPECTION ................................................................................................................ 19 51.SAVINGS ........................................................................................................................................ 19 52.SEVERABILITY ............................................................................................................................... 19 53.SITE SECURITY ............................................................................................................................. 20 54.SUBGRANTING/SUBCONTRACTING ........................................................................................... 20 55.SURVIVAL ....................................................................................................................................... 20 56.TAXES ............................................................................................................................................. 20 57.TERMINATION FOR CAUSE ......................................................................................................... 20 58.TERMINATION FOR CONVENIENCE ........................................................................................... 20 59.TERMINATION PROCEDURES ..................................................................................................... 21 60.TREATMENT OF ASSETS ............................................................................................................. 21 61.WAIVER .......................................................................................................................................... 22 ATTACHMENT A - SCOPE OF WORK ...................................................................................................... 23 ATTACHMENT B - CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE PROJECT.................................................................................................................................................... 25 ATTACHMENT C- CERTIFICATION OF THE PAYMENT AND REPORTING OF PREVAILING WAGES 27 ATTACHMENT D - CERTIFICATION OF INTENT TO ENTER THE LEADERSHIP IN ENERGY AND ENVIRONMENTAL DESIGN (LEED) CERTIFICATION PROCESS .......................................................... 29 DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 1 FACE SHEET Grant Number: 20-96627-211 Project Name: Renton Trail Connector Washington State Department of Commerce Local Government Division Community Assistance and Research Unit 1. GRANTEE 2. GRANTEE Doing Business As (optional) City of Renton 1055 S Grady Way Renton, WA 98057-3232 N/A 3. GRANTEE Representative 4. COMMERCE Representative Jonathan Chavez, Civil Engineer III, Dev. Eng., CED 425) 430-7288 JChavez@Rentonwa.gov Mara Isaacson, Grant Manager PO Box 42525, Olympia, WA 98504 360) 742–7665 mara.isaacson@commerce.wa.gov 5. Grant Amount 6. Funding Source 7. Start Date 8. End Date 490,000.00 Federal:State:X Other: N/A:July 1, 2019 June 30, 2025, contingent on reappropriation; June 30, 2023 if funds are not reappropriated. 9. Federal Funds (as applicable) N/A Federal Agency N/A CFDA Number N/A 10. Tax ID #11. SWV #12. UBI #13. DUNS # N/A SWV0012200-11 177000094 N/A 14. Grant Purpose The outcome of this performance-based Grant Agreement is to undertake a legislatively approved project that furthers the goals and objectives of The Local and Community Projects Program as referenced in Attachment A – Scope of Work. COMMERCE, defined as the Washington State Department of Commerce, and the GRANTEE, as defined above, acknowledge and accept the terms of this Grant 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” – Certification of Availability of Funds to Complete the Project, Attachment “C” – Certification of the Payment and Reporting of Prevailing Wages, Attachment “D” – Certification of Intent to Enter LEED Process. FOR GRANTEE FOR COMMERCE Signature Print Name Jason A. Seth, City Clerk Date Mark K. Barkley, Assistant Director Local Government Division Date APPROVED AS TO FORM Steve Scheele, Assistant Attorney General 6/30/2021 Date ATTEST: 1-31-2022 Mayor Armondo Pavone DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 2/2/2022 | 7:23 AM PST 2 DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 3 DECLARATIONS GRANTEE INFORMATION GRANTEE Name: City of Renton Grant Number: 20-96627-211 State Wide Vendor Number: SWV0012200-11 PROJECT INFORMATION Project Name: Renton Trail Connector Project City: Renton Project State: Washington Project Zip Code: 98057-3232 GRANT AGREEMENT INFORMATION Grant Amount: $490,000.00 Appropriation Number: SHB 1102 SL Section 1042 (2019 Regular Session) Re-appropriation Number (if applicable): SHB 1080 SL Section 1041 (2021 Regular Session) Grant End Date: June 30, 2025, contingent on reappropriation; June 30, 2023, if funds are not reappropriated. Biennium: 2021-2023 Biennium Close Date: June 30, 2023 Earliest Date for Construction Reimbursement: July 1, 2016 ADDITIONAL SPECIAL TERMS AND CONDITIONS GOVERNING THIS AGREEMENT Grant End Date: In the event funds for the project are reappropriated, the contract end date will be extended pursuant to the reappropriation and consistent with Special Term and Condition 19. Depending on the reappropriation, a contract amendment may be required. DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 4 DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 5 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS THIS GRANT AGREEMENT, entered into by and between the GRANTEE and COMMERCE, as defined on the Face Sheet of this Grant Agreement, WITNESSES THAT: WHEREAS, COMMERCE has the statutory authority under RCW 43.330.050 (5) to cooperate with and provide assistance to local governments, businesses, and community-based organizations; and WHEREAS, COMMERCE is also given the responsibility to administer state funds and programs which are assigned to COMMERCE by the Governor or the Washington State Legislature; and WHEREAS, the Washington State Legislature has made an appropriation to support the Local and Community Projects Program, and directed COMMERCE to administer those funds; and WHEREAS, the enabling legislation also stipulates that the GRANTEE is eligible to receive funding for design, 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 the awarded Grant Amount as shown on the Face Sheet of this Grant Agreement, 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 Grant Agreement is contingent upon the GRANTEE certifying that it has expended or has access to funds from non-state sources as set forth in ATTACHMENT B (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: i) Eligible Project expenditures prior to the execution of this Grant Agreement. ii) Cash dedicated to the Project. iii) Funds available through a letter of credit or other binding loan commitment(s). iv) Pledges from foundations or corporations. v) Pledges from individual donors. vi) The value of real property when acquired solely for the purposes of this Project, as established and evidenced by a current market value appraisal performed by a licensed, professional real estate appraiser, or a current property tax statement. COMMERCE will not consider appraisals for prospective values of such property for the purposes of calculating the amount of non-state matching fund credit. vii) In-kind contributions, subject to COMMERCE’S approval. DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 6 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 Grant Agreement execution. The Deed of Trust must be recorded before COMMERCE will reimburse the GRANTEE for any Project costs. The amount secured by the Deed of Trust shall be the amount of the Grant as set forth on the Face Sheet, 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 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 DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 7 Payments to the Grantee shall be made on a reimbursement basis only. Costs incurred on or after the EARLIEST DATE FOR CONSTRUCTION REIMBURSEMENT as shown on the Declarations page are eligible for reimbursement under this Grant Agreement. The GRANTEE may be reimbursed for the following eligible costs related to the activities identified in the SCOPE OF WORK shown on Attachment A. 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. F. Other costs authorized through the legislation 8. BILLING PROCEDURES AND PAYMENT COMMERCE shall reimburse the GRANTEE for eligible Project expenditures, up to the maximum payable under this Grant Agreement. When requesting reimbursement for expenditures made, the GRANTEE shall submit to COMMERCE a signed and completed Invoice Voucher (Form A-19), that documents capitalized Project activity performed for the billing period. The GRANTEE can submit all Invoice Vouchers and any required documentation electronically through COMMERCE’s Contracts Management System (CMS), which is available through the Secure Access Washington (SAW) portal. 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 Grant Agreement. The GRANTEE shall also provide COMMERCE with a copy of the cancelled check or electronic funds transfer, as applicable, that confirms that they have paid each expenditure being claimed. 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. 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 Grant Agreement, or within fifteen (15) days following the end of the state biennium unless Grant Agreement 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. DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 8 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 Grant 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 DATA COLLECTION GRANTEE will submit reports, in a form and format to be provided by COMMERCE and at intervals as agreed by the parties, regarding work under this Grant 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. CERTIFIED PROJECT COMPLETION REPORT AND FINAL PAYMENT The GRANTEE shall complete a Certified Project Completion Report when activities identified in the SCOPE OF WORK shown on Attachment A are complete. The GRANTEE shall provide the following information to COMMERCE: A. A certified statement that the Project, as described in the SCOPE OF WORK shown on Attachment A, is complete and, if applicable, meets required standards. B. A certified statement of the actual dollar amounts spent, from all funding sources, in completing the project as described in the SCOPE OF WORK shown on Attachment A. C. Certification that all costs associated with the Project have been incurred and accounted for. Costs are incurred when goods and services are received and/or Grant work is performed. D. A final voucher for the remaining eligible funds, including any required documentation. The GRANTEE will submit the Certified Project Completion Report together with the last Invoice Voucher for a sum not to exceed the balance of the Grant Amount. 11. 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. Except for Professional Liability or Errors and Omissions Insurance, 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 valid and collectable DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 9 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: 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 Subgrantee/subcontractor provide adequate insurance coverage for the activities arising out of subgrants/subcontracts. Automobile Liability. In the event that performance pursuant to this Grant involves the use of vehicles, owned or operated by the GRANTEE or its Subgrantee/subcontractor, automobile liability insurance shall be required. The minimum limit for automobile liability is $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage. Professional Liability, Errors and Omissions Insurance.The GRANTEE shall maintain Professional Liability or Errors and Omissions Insurance. The GRANTEE shall maintain minimum limits of no less than $1,000,000 per occurrence to cover all activities by the GRANTEE and licensed staff employed or under contract to the GRANTEE. The state of Washington, its agents, officers, and employees need not be named as additional insureds under this policy. 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/subcontractors 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/subcontractors 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 DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 10 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. 12. 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 Declarations page of this Grant Agreement Special Terms and Conditions General Terms and Conditions Attachment A – Scope of Work Attachment B – Certification of the Availability of Funds to Complete the Project Attachment C – Certification of the Payment and Reporting of Prevailing Wages Attachment D – Certification of Intent to Enter the Leadership in Energy and Environmental Design (LEED) Certification Process 13. REDUCTION IN FUNDS In the event state funds appropriated for the work contemplated under this Grant Agreement are withdrawn, reduced, or limited in any way by the Governor or the Washington State Legislature during the Grant Agreement 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 Grant Agreement accordingly. 14. OWNERSHIP OF PROJECT/CAPITAL FACILITIES COMMERCE makes no claim to any real property improved or constructed with funds awarded under this Grant Agreement and does not assert and will not acquire any ownership interest in or title to the capital facilities and/or equipment constructed or purchased with state funds under this Grant Agreement; provided, however, that COMMERCE may be granted a security interest in real property, to secure funds awarded under this Grant Agreement. This provision does not extend to claims that COMMERCE may bring against the GRANTEE in recapturing funds expended in violation of this Grant Agreement. 15. 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 Grant Agreement, shall be held and used by the GRANTEE for the purpose or purposes stated elsewhere in this Grant Agreement 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 Grant Agreement. C. In the event the GRANTEE is found to be out of compliance with this section, the GRANTEE shall repay to the state general fund the principal amount of the grant as stated on the Face Sheet, DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 11 hereof, 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 47 (Recapture provision). 16. 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 Grant Agreement shall be used by the GRANTEE for the purpose or purposes stated elsewhere in this Grant Agreement 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 as stated on the Face Sheet, hereof, 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 47 (Recapture Provision). 17. SIGNAGE, MARKERS AND PUBLICATIONS If, during the period covered by this Grant Agreement, the GRANTEE displays or circulates any communication, publication, or donor recognition identifying the financial participants in the Project, any such communication or publication must identify “The Taxpayers of Washington State” as a participant. 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. 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. DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 12 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 the BIENNIUM CLOSE DATE listed on the Declarations page will lapse on that date unless specifically reappropriated by the Washington State Legislature. If funds are so reappropriated, the state's obligation under the terms of this Grant Agreement shall be contingent upon the terms of such reappropriation. B. In the event any funds awarded under this Grant Agreement are reappropriated for use in a future biennium, COMMERCE reserves the right to assign a reasonable share of any such reappropriation for administrative costs. 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 Grant Agreement, COMMERCE reserves the right to terminate or amend this Grant Agreement accordingly, including the right to recapture all funds disbursed to the GRANTEE under the Grant. DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 13 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 21. DEFINITIONS 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 federal 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. I. “Grant Agreement” or “Agreement” means the entire written agreement between COMMERCE and the GRANTEE, including any Attachments, Exhibits, documents, or materials incorporated by reference. 22. 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. 23. 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. 24. 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. 25. 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. DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 14 26. 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. 27. 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. 28. 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 attorney’s fees and costs. 29. 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 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 comacctoffice@commerce.wa.gov or a hard copy to: Department of Commerce ATTN: Audit Review and Resolution Office 1011 Plum Street SE PO Box 42525 Olympia WA 98504-2525 In addition to sending a copy of the audit, when applicable, the GRANTEE must include: Corrective action plan for audit findings within three (3) months of the audit being received by COMMERCE. Copy of the Management Letter. DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 15 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. 30. BREACHES OF OTHER STATE CONTRACTS GRANTEE is expected to comply with all other contracts executed between GRANTEE and the State of Washington. A breach of any other agreement entered into between GRANTEE and the State of Washington may, in COMMERCE's discretion, be deemed a breach of this Agreement. 31. 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. 32. CONFLICT OF INTEREST Notwithstanding any determination by the Executive Ethics Board or other tribunal, COMMERCE may, in its sole discretion, by written notice to the GRANTEE terminate this Grant Agreement if it is found after due notice and examination by COMMERCE that there is a violation of the Ethics in Public Service Act, Chapters 42.52 RCW and 42.23 RCW; or any similar statute involving the GRANTEE in the procurement of, or performance under this Grant Agreement. Specific restrictions apply to contracting with current or former state employees pursuant to 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 DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 16 separation date. If it is determined by COMMERCE that a conflict of interest exists, the GRANTEE may be disqualified from further consideration for the award of a Grant. In the event this Grant Agreement is terminated as provided above, COMMERCE shall be entitled to pursue the same remedies against the GRANTEE as it could pursue in the event of a breach of the Grant Agreement by the GRANTEE. The rights and remedies of COMMERCE provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which COMMERCE makes any determination under this clause shall be an issue and may be reviewed as provided in the “Disputes” clause of this Grant Agreement. 33. 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. 34. 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: be in writing; state the disputed issues; state the relative positions of the parties; state the GRANTEE's name, address, and Grant 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. DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 17 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. 35. DUPLICATE PAYMENT COMMERCE shall not pay the GRANTEE, if the GRANTEE has charged or will charge the State of Washington or any other party under any other Grant, subgrant/subcontract, or agreement, for the same services or expenses. 36. 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. 37. 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. 38. 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 Grant Agreement are not employees or agents of the state of Washington or COMMERCE. The GRANTEE will not hold itself out as or claim to be an officer or employee of COMMERCE or of the state of Washington by reason hereof, nor will the GRANTEE make any claim of right, privilege or benefit which would accrue to such officer or employee under law. Conduct and control of the work will be solely with the GRANTEE. 39. 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 Grant Agreement, and transmit the deducted amount to the Department of DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 18 Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I’s rights to collect from the GRANTEE. 40. 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. 41. 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 Grant Agreement. 42. 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 Grant Agreement. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this Grant Agreement is not effective or binding unless made in writing and signed by the Authorized Representative. 43. 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. 44. PAY EQUITY The GRANTEE agrees to ensure that “similarly employed” individuals in its workforce are compensated as equals, consistent with the following: 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: 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 Grant Agreement may be terminated by COMMERCE, if COMMERCE or the Department of Enterprise services determines that the GRANTEE is not in compliance with this provision. 45. 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. DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 19 No funds may be used for working for or against ballot measures or for or against the candidacy of any person for public office. 46. 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. 47. 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. 48. 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. 49. REGISTRATION WITH DEPARTMENT OF REVENUE If required by law, the GRANTEE shall complete registration with the Washington State Department of Revenue. 50. 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. 51. 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. 52. 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. DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 20 53. 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. 54. SUBGRANTING/SUBCONTRACTING Neither the GRANTEE nor any subgrantee/subcontractor shall enter into subgrants/subcontracts for any of the work contemplated under this Grant Agreement without obtaining prior written approval of COMMERCE. In no event shall the existence of the subgrant/subcontract operate to release or reduce the liability of the GRANTEE to COMMERCE for any breach in the performance of the GRANTEE’s duties. This clause does not include Grants of employment between the GRANTEE and personnel assigned to 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. 55. 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. 56. 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. 57. 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. 58. 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. DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 21 59. 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 Grant Agreement. 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; 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. 60. 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. DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 22 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. 61. 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. DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 23 ATTACHMENT A - SCOPE OF WORK Funds awarded under this grant will be used for capital expenditures to extend the Renton Trail Connector project. This new path section of the regional network will provide a 10 foot protected sidewalk and associated amenities to foster a more walkable and bikeable environment. The location of the project is Burnett Ave S (between S 4th and 5th St), Renton, WA 98057 Project activities will include and not be limited to the completion of: Design and bid documents Construction Path amenities including the installation of; trees, benches, bike lock facilities, art, replacing existing driveway curb cuts, street lights, and adjusting franchise utility vaults to grade This project began in June 2021 and is expected to be complete by September 2022. All project work completed with prior legislative approval. The “Copyright Provisions”, Section 33 of the General Terms and Conditions, are not intended to apply to any architectural and engineering design work funded by this grant. CERTIFICATION PERFORMANCE MEASURE The GRANTEE, by its signature, certifies that the declaration set forth above has been reviewed and approved by the GRANTEE’s governing body as of the date and year written below. GRANTEE TITLE DATE 1-31-2022 Mayor Armondo Pavone ATTEST: Jason A. Seth, City Clerk DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 24 DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 25 ATTACHMENT B - CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE PROJECT Type of Funding Source Description Amount Grant Washington State Department of Commerce $490,000.00 Other Grants Grant #1 $ Grant #2 $ Total Other Grants $0.00 Other Loans Loan #1 $ Loan #2 $ Total Loans $0.00 Other Local Revenue Source #1 $ Total Local Revenue $0.00 Other Funds Source #1 $ Source #2 $ Total Other Funds $0.00 Total Project Funding $490,000.00 CERTIFICATION PERFORMANCE MEASURE The GRANTEE, by its signature, certifies that project funding from sources other than those provided by this Grant Agreement and identified above has been reviewed and approved by the GRANTEE’s governing body or board of directors, as applicable, and has either been expended for eligible Project expenses, or is committed in writing and available and will remain committed and available solely and specifically for carrying out the purposes of this Project as described in elsewhere in this Grant Agreement, as of the date and year written below. The GRANTEE shall maintain records sufficient to evidence that it has expended or has access to the funds needed to complete the Project, and shall make such records available for COMMERCE’s review upon reasonable request. GRANTEE TITLE DATE 1-31-2022 Mayor Armondo Pavone ATTEST: Jason A. Seth, City Clerk DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 26 DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 27 ATTACHMENT C- CERTIFICATION OF THE PAYMENT AND REPORTING OF PREVAILING WAGES 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 applicable to the Project funded by this Grant Agreement, including but not limited to the filing of the “Statement of Intent to Pay Prevailing Wages” and “Affidavit of Wages Paid” as required by RCW 39.12.040. The GRANTEE shall maintain records sufficient to evidence compliance with 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 TITLE DATE 1-31-2022 Mayor Armondo Pavone ATTEST: Jason A. Seth, City Clerk DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 28 DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 29 ATTACHMENT D - 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 Grant Agreement. 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. IF EXEMPT: DO NOT SIGN GRANTEE TITLE DATE N/A DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 Grant Manager Managing Director Tina Hochwender Tony Hanson Assistant Director Mark Barkley DocuSign Envelope ID: A668E4F0-E063-405D-9D41-7510837C6489 Mara Isaacson Certificate Of Completion Envelope Id: A668E4F0E063405D9D417510837C6489 Status: Completed Subject: Please DocuSign: DA Grant Agreement Division: Local Government Program: CAR DA ContractNumber: 20-96627-211 Source Envelope: Document Pages: 34 Signatures: 1 Envelope Originator: Certificate Pages: 5 Initials: 4 Mara Isaacson AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 1011 Plum Street SE MS 42525 Olympia, WA 98504-2525 mara.isaacson@commerce.wa.gov IP Address: 198.239.10.232 Record Tracking Status: Original 10/20/2021 11:41:44 AM Holder: Mara Isaacson mara.isaacson@commerce.wa.gov Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: Washington State Department of Commerce Location: DocuSign Signer Events Signature Timestamp Mara Isaacson mara.isaacson@commerce.wa.gov Washington State Department of Commerce Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 147.55.134.116 Sent: 2/1/2022 1:42:23 PM Viewed: 2/1/2022 1:44:13 PM Signed: 2/1/2022 1:44:54 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Tina Hochwender tina.hochwender@commerce.wa.gov Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.239.10.212 Sent: 2/1/2022 1:45:00 PM Viewed: 2/1/2022 2:33:58 PM Signed: 2/1/2022 3:01:49 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Tony Hnason tony.hanson@commerce.wa.gov Washington State Department of Commerce Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.239.10.193 Sent: 2/1/2022 3:02:04 PM Viewed: 2/2/2022 7:14:25 AM Signed: 2/2/2022 7:15:40 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Mark Barkley mark.barkley@commerce.wa.gov Assistant Director Washington State Department of Commerce Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 147.55.134.106 Sent: 2/2/2022 7:15:44 AM Viewed: 2/2/2022 7:23:15 AM Signed: 2/2/2022 7:23:28 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Jonathan Chavez JChavez@Rentonwa.gov Security Level: Email, Account Authentication (None) Sent: 10/20/2021 11:46:48 AM Viewed: 10/21/2021 9:41:40 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Armondo Pavone analexander@Rentonwa.gov Security Level: Email, Account Authentication (None) Sent: 10/20/2021 11:46:48 AM Resent: 2/1/2022 1:42:21 PM Electronic Record and Signature Disclosure: Accepted: 10/20/2021 4:31:19 PM ID: a5d897bc-0489-4260-bd62-371dfe863c75 Sheila Lee-Johnston sheila.lee@commerce.wa.gov Security Level: Email, Account Authentication (None) Sent: 2/1/2022 1:44:58 PM Viewed: 2/1/2022 1:45:58 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/20/2021 11:46:48 AM Certified Delivered Security Checked 2/2/2022 7:23:15 AM Signing Complete Security Checked 2/2/2022 7:23:28 AM Completed Security Checked 2/2/2022 7:23:28 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Washington State Department of Commerce (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.15 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 8/11/2020 4:44:12 PM Parties agreed to: Armondo Pavone Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Washington State Department of Commerce: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: docusign@commerce.wa.gov To advise Washington State Department of Commerce of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at docusign@commerce.wa.gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from Washington State Department of Commerce To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to docusign@commerce.wa.gov and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with Washington State Department of Commerce To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to docusign@commerce.wa.gov and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify Washington State Department of Commerce as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Washington State Department of Commerce during the course of your relationship with Washington State Department of Commerce.