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DocuSign Envelope ID: CA 1370A8-0549-429E-9EFA-7422069CF01 F
STATE OF WASHINGTON
DEPARTMENT OF COMMERCE
1011 Plum Street SE • PO Box 42525 • Olympia, Washington 98504-2525 • 360-725-4000
www.commerce.wa.gov
02/16/2023
RENTON CITY OF
Attn: Jeff Minisci, Facilities Director
1055 SOUTH GRADY WAY
RENTON, WA 98057 -3232
RE: Energy Efficiency Grant Contract 22-92601-008
Dear Jeff Minisci:
Attached is the contract for a grant under the Energy Retrofits for Public Buildings, Energy Efficiency
program. This contract details the terms and conditions that will govern the agreement between us.
Please review the Special and General Terms and Conditions of the contract carefully. We recommend
consulting with your legal advisor before accepting this offer.
Please notify us when the contract has been reviewed and approved for signing. Commerce will route to
you via DocuSign for electronic signature. If you would like additional reviewers who should read and
initial besides yourself, please send a list of contacts and email addresses in order of review.
After the contracts have been fully executed by Commerce, the executed contract, along with instructions
for invoicing and reporting will be emailed to you. If a hard copy is preferred, please indicate so upon
return of the signed contract. We encourage you to store all pertinent documents associated with this
project and grant offer in a file that is readily accessible to auditors for their periodic review.
A requirement of this program is that you must maintain updated project records as well as ensure current
liability insurance documents are sent to Commerce annually. Plan to submit quarterly reports
throughout the period of construction and notify us promptly of any expected significant change to the
project timeline or scope. Please send a final statement describing the outcomes and the community
impacts of your completed project.
We look forward to working with you over the course of your successful project. If you have any questions
about this contract, please contact us.
Sincerely,
Kristen Kalbrener
Program Manager, Energy Efficiency
Energy Division
(360} 515-8112
ener gyretrofits@commerce ,wa.gov
CAG-24-148
DocuSign Envelope ID; CA 1370A8-0549·429E-9EFA-7422069CF01 F
Washington State
a W De pa rtment of •4� Cormnerce
Capital Agreement with
RENTON, CITY OF
through
Energy Retrofits for Public Buildings Program
Energy Efficiency 2022 Grant
For City of Renton EE 2022 Upgrades -This project will
optimize HVAC controls and provide new LED lighting for Renton City Hall,
Henry Moses Aquatic Center, City shops, and Liberty Park.
Start date: 02/21/2023
OoQ>S;9n Envelope 10: CA1370A8,0S49-429E-9EFA-7'220S9CF01F
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DocuSign Envelope ID; CA1370A8-0549-429E-9EFA-7422069CF01F
TABLE OF CONTENTS
FACE SHEET .................................................................................................................. 1
DECLARATIONS ............................................................................................................ 2
PROGRAM SPECIFIC TERMS AND CONDIHONS ....................................................... 2
1. INSURANCE (Replaces Speoial Terms and Conditions 6) ...................................... 2
2.SUBCONTRACTING (Replaces General Terms and Conditions 37) ...................... 3
3. 2022 ENERGY EFFICIENCY GRANT REQUIREMENTS ....................................... 3
4. REPORHNG REQUIREMENTS .............................................................................. 3
SPECIAL TERMS AND CONDITIONS ............................................................................ 4
1. CONTRACT MANAGEMENT .................................................................................. 4
2. COMPENSATION .................................................................................................... 4
3. BILLING PROC!EDURES AND PAYMENT .............................................................. 4
4. SUBCONTRACTOR DATA COL LECTION .............................................................. 5
5. HISTORICAL OR CULTURAL ARTIFACTS ............................................................ 5
6. INSURANCE (Superceded by Program Speclfic Terms and Conditions 1) ............. 6
7. IFRAUD AND OTHER LOSS REPORTING ............................................................. 7
8. ORDER OF PRECEDENCE .................................................................................... 7
GENERAL TERMS AND CONDITIONS .......................................................................... 8
1.DEFINITIONS .................................................................................................... 8
2.Allowable Costs .................................................................................................. 8
3.ALL WRITINGS CONTAINED HEREIN ............................................................. 8
4.AMENDMENTS .................................................................................................. 8
5.AMERICANS WITH rnsABfLITIES ACT (ADA) OF 1990, PUBLIC LAW 101-
336, also referred to as the µADAU 28 CFR Part 35 ..................................................... 8
6.APPROVAL ........................................................................................................ 9
7.ASSIGNMENT ................................................................................................... 9
8.ATTORN EYS' FEES .......................................................................................... 9
9.CODE REQUIREMENTS ................................................................................... 9
10.CONFIDENTIALITY/SAFEGUARDING OF INFORMATION .............................. 9
11.CONFORMANCE ............................................................................................. 10
12.CONFLICT OF INTEREST ............................................................................... 10
13.COPYRIGHT .................................................................................................... 10
14.DISALLOWED COSTS .................................................................................... 11
15.DISPUTES ....................................................................................................... 11
Grant N11mber: 22-92601.008 Energy Retrofits for Public Buildings EE 2022
DocuSign Envelope ID. CA1370A8·0549·429E·9EFA-7422069CF01F
16.DUPLICATE PAYMENT ................................................................................... 11
17.GOVERNING LAW AND VENUE ..................................................................... 11
18.INDEMNtFICATION ......................................................................................... 11
19.INDEPENDENT CAPACITY OF THE CONTRACTOR .................................... 12
20.INDUSTRIAL INSURANCE COVERAGE ........................................................ 12
21 . LAWS ............................................................................................................... 12
22.LICENSING, ACCREDITATION AND REGISTRATION .................................. 12
23.LIMITATION OF AUTHORITY ......................................................................... 12
24.Local Public Transportation Coordination ........................................................ 12
25.NONCOMPLIANCE WITH NONDISCRIMINATION LAWS .............................. 13
26.PAY EQUITY .................................................................................................... 13
27.POLITICAL ACTIVITIES .................................................................................. 13
28.PREVAILING 'WAGE LAW ............................................................................... 13
29.PROHIBtTION AGAJNST PAYMENT OF BONUS OR COMMISSION ............ 14
30.PUBLICITY ....................................................................................................... 14
31.RECAPTURE ................................................................................................... 14
32.RECORDS MAINTENANCE ............................................................................ 14
33.REGISTRATION WITH DEPARTMENT OF REVENUE .................................. 14
34.RIGHT OF INSPECTION., ............................................................................... 14
35.SAVINGS ......................................................................................................... 15
36.SEVERABlLITY ................................................................................................. 15
37.SUBCONTRACTING (This section superceded by Program Specific Terms and
Conditions 1.0) .......................................................................................................... 15
38.SURVIVAL ....................................................................................................... 15
39.TAXES ............................................................................................................. 15
40.TERMINATION FOR CAUSE ....................................................................... , ... 15
41.TERMINATION FOR CONVENIENCE ............................................................. 16
42.TERMINATION PROCEDURES ...................................................................... 16
43.TREATMENT OF ASSETS .............................................................................. 17
44.WAIVER ............................................................................................................ 17
A TT AC HM ENT A -SCOPE OF WORK ........................................................................ 18
ATTACHMENT B-1BUDGET ......................................................................................... 19
ATTACHMENT C -PROVISO ...................................................................................... 20
ATTACHMENT D -SITE LIST ...................................................................................... 21
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Grant Number: 22-92601-008 Energy Retrofits for Public Buildings EE2022
DocuS1gn Envelope ID: CA1370A8-0549-429E-9EFA-7422069CF01F
Contract Number: 22-92601-008 FACE SHEET Washington State Department of Commerce Energy Division Energy Retrofits for Public Buildings Energy Efficiency 2022
1.Contractor 2.Contractor Doing Business As (optional)RENTON CITY OF NIA 1055 SOUTH GRADY WAY RENTON, WA 98057-3232
3.Contractor Representative 4.COMMERCE RepresentativeJeff Minisci Kristen Kalbrener PO Box 42525 Facilities Director Program Manager 98504-2525 Phone: (425) 430-6643 Phone: (360)515-8112 1011 Plum St. SE Email: jminisci(@rentonwa .gov energ:k'.retrofits@ commerce,wa,gQv Olympia, WA 98501
s_ Contract Amount 6.Funding Source 7.Start Date 8.End Date
$267,626.00 Federal: State: Other: NIA:0212112023 1013112025
9.Federal Funds (as applica ble)to. Federal Agency CFDA Number: NIA N/A NIA 10.Tax ID#11.SWV#12.UBI#13.UEI #xxxxxxxxxxxxxx SWV0012200-00 177000094 NIA
14.Contract PurposeGrant awarded under the Energy Retrofits for Public Buildings grant program, 2022 Energy Efficiency Grant for: City of Renton EE 2022 Upgrades This project will optimize HVAC controls and provide new LED lighting for Renton City Hall, Henry Moses Aquatic Center, City shops, and Liberty Park. Max percent from Commerce 25%.
COMMERCE, defined as the Department of Commerce and Contractor acknowledge and accept the terms of this Contract and attachments and have executed this Contract on the date below to start as of the date and year referenced above. The rights and obligations of both parties to this Contract are governed by this Contract and the following other documents incorporated by reference: Contractor Terms and Conditions including Attachment "A" -Scope of Work Attachment "B" -Budget, Attachment "C" -Proviso, Attachment "D" -Site ListFQCOU.T.RACTOR
q80072412F7C460 ��RCE Akw � .... .-<.
10918292855448A Armando Pavone, Mayor of Renton Michael Furze, Assistant Director, Energy Division
2/23/2023 I 11: 33 AM PST 3/S/2023 I 2:19 PM PST
Date Date
APPROVED AS TO FORM ONLY BY ASSISTANT ATTORNEY GENERAL APPROVAL ON FILE
1 Grant Number: 22-92601-008 Energy Retrofits for Public Buildings EE2022
Amendment
Department of Commerce
Contract Number: 22-92601-008
Amendment Number: A
Washington State Department of Commerce
Energy Division
Energy Programs in Communities
Energy Retrofits for Public Buildings Program
1. Contractor
2. Contractor Doing Business As (optional)
City of Renton
1055 South Grady Way
Renton, WA 98507-3232
N/A
3. Contractor Representative (only if updated) 4. COMMERCE Representative (only if updated)
Edward Grube
Capital Projects Coordinator
Cell : (206) 475-0662 Office : (425) 430-7222
5. Original Contract Amount
(and any previous amendments)
6. Amendment Amount 7. New Contract Amount
$267,626.00 $0.00 $267,626.00
8. Amendment Funding Source 9. Amendment Start Date 10. Amendment End Date
Federal: State: X Other: N/A: 9/30/2024 6/15/2026
11. Federal Funds (as applicable):
N/A
Federal Agency:
N/A
CFDA Number:
N/A
12. Amendment Purpose: Personnel turnover for all parties involved has meant construction delays. This 8-month extension from
original end date of 10/31/25, will enable a full year of M&V to be performed post-construction completion.
All other terms and conditions of this contract remain in full force and effect.
COMMERCE, defined as the Department of Commerce, and the Contractor, as defined above, acknowledge and accept the terms
of this Contract As Amended and attachments and have executed this Contract Amendment on the date below to start as of the date
and year referenced above. The rights and obligations of both parties to this Contract As Amended are governed by this Contract
Amendment and the following other documents incorporated by reference: Contractor Terms and Conditions including Attachment
“A” – Scope of Work, Attachment “B” – Budget. A copy of this Contract Amendment shall be attached to and made a part of the
original Contract between COMMERCE and the Contractor. Any reference in the original Contract to the “Contract” shall mean
the “Contract as Amended”.
FOR CONTRACTOR FOR COMMERCE
Amondo Pavonne, Mayor of Renton
Date
Michael Furze, Assistant Director
Date
APPROVED AS TO FORM ONLY
Sandra Adix
Assistant Attorney General
3/20/2014
Date
Docusign Envelope ID: 1238813A-8E82-46A5-9B7E-7BBA78D5F0AB
11/4/2024 | 11:30 AM PST 11/4/2024 | 3:24 PM PST
Attachment B Budget
2
This Contract is amended as follows:
Attachment B – Budget
ALL OTHER TERMS AND CONDITIONS OF THIS CONTRACT REMAIN IN FULL FORCE AND EFFECT.
Milestone Project Activity and Task Key Deliverables Deliverable Description
Expected
Completion Date Amount
A Development & Contracting Construction contract Primary contractor engaged
Collaboration confirmed If applicable; shared venture/partner agreements in place 2/28/2023 11,797.00$
B Design & Permitting Design approval Confirmation Grantee organization has accepted design
Copy of permits Permit applications submitted (permits or receipts)
Intent ID # Intent to pay prevailing wage filed with L&I 5/30/2023 25,258.00$
C Materials Ordered Supplier Invoice Documentation that materials have been ordered 1/5/2024 9/30/24 30,561.00$
D Construction and Completion Testing & Commissioning Report/s from Contractor
Inspection passed Documentation from applicable jurisdiction
Photos Photographs of completed installation
Notice of Substantial Completion Issued by Contractor
Commencement of Energy Savings Issued by Contractor
Close out Report Commerce form
Fact Sheet Commerce template completed and submitted
Certification of Match Letter signed by grantee official stating final project costs
and amount of match provided
5/23/2024 5/30/25 186,676.00$
E Analytics and Monitoring Measurement and Verification
(M&V)
Payable on demonstration of energy savings targets being
met after 1 year; M&V period may be extended for
second year if needed to reach energy savings targets.
6/27/2025
5/30/2026
13,384.00$
Grant Total 267,676.00$
As indicated in grant application Estimated project ttl cost 1,070,503.00$
As indicated in grant application 802,827.00$
Grant amount as % estimated ttl
project cost at time of application 25%
Match provided by grantee
Maximum % from Commerce
Docusign Envelope ID: 1238813A-8E82-46A5-9B7E-7BBA78D5F0AB
DocuSign Envelope ID : CA1370A8-0549-429E-9EFA-7422069CF01F
DECLARATIONS
The Washington State Department of Commerce (Commerce) has been appropriated state funds under Section 1065, Subsection
1 of the Enacted Substitute House Bill 1080, Capital Budget (Chapter 332, Laws of 2021), and under Section 1022 of the Enacted
Substitute House Bill 1080, Capital Budget (Chapter 332, Laws of 2021), as well as Section 1023, Subsection 1 of the Enacted
2019-2021 Supplemental Capital Budget -Engrossed Substitute Senate Bill 6248 (Chapter 356, Laws of 2020) to provide grants to
be awarded in competitive rounds to local governments, public higher education institutions, school districts, federally recognized
tribal governments , and state agencies for operational cost savings improvements to facilit ies and related projects that result in
energy and operational cost savings.
GRANTEE INFORMATION
Legal Name
Contract Number
Award Year
State Wide Vendor Number
PROJECT INFORMATION
Number of Sites:
Site Name :
Site Address;
Project City:
Project County:
Project Zip Code:
GRANT INFORMATION
Non-State Match Required:
Maximum Percent from Commerce:
Type of Match Accepted:
Earliest Date for Reimbursement:
Time of Performance
RENTON CITY OF
# 22-92601 -008
2022
# SWV0012200-00
4
See Site List, Attachment D
See Site List, Attachment D
Renton
King
98057
$802,878.00
25%
Cash
Execution Date or Agreed Upon Date
Through one annual monitoring and verification report.
PROGRAM SPECIFIC TERMS AND CONDITIONS GOVERNING THIS GRANT
PROGRAM SPECIFIC TERMS AND CONDITIONS
As identified herein, notwithstanding General Terms and Conditions Sections, the following Program Specific Terms and
Conditions take precedence over any similarly referenced Special or General Terms and Conditions:
1.INSURANCE (R EPLACES SPECIAL TERMS AND CONDITIONS 6)
The Contractor shall provide insurance coverage as set out in this section. The intent of the required insurance is to protect the
State should there be any claims, suits, actions, co sts, damages or expenses arising from any loss, or negligent or intentional
act or omission of the Contractor or Subcontractor, or agents of either, while performing under the terms of this contract. Failure
to maintain the required insurance coverage may result in termination of this Contract.
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 insurance. The Contractor shall instruct the insurers to give COMMERCE thirty (30) calendar days advance
notice of any insurance cancellation, non-renewal or modification.
The Contractor shall submit to COMMERCE within fifteen ( 15) calendar days of the Contract start date, a certificate of insurance
which outlines the coverage and limits defined in this insurance section. During the term of the Contract, if required or requested ,
the Contractor shall submit renewal certificates not less than thirty (30) calendar days prior to expiration of each policy required
under this section.
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Grant Number: 22-92601-008 Energy Retrofits for Public Buildings EE2022
DocuSign Envelope ID; CA1370A8·0549--429E-9EFA-7422069CF01F
The Contractor shall provide, at COMMERCE 's request, copies of insurance instruments or certifications from the insurance
issuing agency. The copies or certific ations 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 .
The Contractor shall provide insurance coverage that shall be maintained in full force and effect during the term of this Contract,
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
contract activity but no less than $1 ,000,000 per occurrence . Additionally, the Contractor is responsible for ensuring that
any Subcontractors provide adequate insurance coverage for the activities arising out of subcontracts .
2.SUBCONTRACTING (REPLACES GENERAL TERMS AND CONDITIONS 37)
The Grantee shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records
related to subcontracts. For cause, COMMERCE in writing may: (a) require the Grantee to amend its subcontracting procedures
as they relate to this Contract; (b) prohibit the Grantee from subcontracti ng with a particular person or entity; or (c) require the
Grantee to rescind or amend a subcontract.
Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The Grantee is responsible to
COMMERCE if the Subcontractor fails to comply with any applicable term or condition of this Contract. The Grantee shall
appropriately monitor the activities of the Subcontractor to assure fiscal conditions of this Contract. In no event shall the
existence of a subcontract operate to release or reduce the liability of the Grantee to COMMERCE for any breach in the
performance of the Grantee's duties.
Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for claims or damages
arising from a Subcontractor's performance of the subcontract.
3.2022 ENERGY EFFICIENCY GRANT REQUIREMENTS
Grantee agrees to comply with the requirements and follow the guidelines as outlined in the Request for Proposal dated April
2022 (the "RFA"), incorporated by this reference as if fully set forth herein. In the event of conflict between the RFA and the
contract, the Contract prevails .
4.REPORTING REQUIREMENTS
During the construction phase of the Scope of Work, the Grantee must provide quarterly written reports and host a quarterly
phone meeting with Commerce for project update purposes. Quarterly reports are due no later than 15 days after the end of
each quarter or at the time of invoice for the quarter to be reported . The report form will be provided by Commerce. The intent
is to collect a description of the project activity that occurred during the period, including but not limited to:
•A narrative summarizing project activities , risks and issues mitigated, and ,lessons learned;
•The project milestones met to date and anticipated in the subsequent quarter
•Any additional metrics required from the capital budget proviso, legislature, governor's office, or Commerce;
•Quarterly updated budget projections for project expenditures;
•The grant expenditures to date and anticipated in the next quarter .
•Fact Sheet -Upon Milestone A completion, the Contractor will submit an initial fact sheet. The Contractor will update
and finalize this fact sheet prior to the submission of the final invoice. Commerce may request the fact sheet be
updated between initial and final fact sheet as conditions warrant.
Grant Number. 22-92601-008 Energy Retrofits for Public Buildings EE2022
DocuSign Envelope ID: CA 1370A8-0549-429E-9EFA-7422069CF01F
SPECIAL TERMS AND CONDITIONS
CAPITAL
STATE FUNDS
SPECIAL TERMS AND CONDITIONS
1.CONTRACT MANAGEMENT
The Representative for each of the parties shall be responsible for and shall be the contact person for
all communications and billings regarding the performance of this Contract.
The Representative for COMMERCE and their contact information are identified on the Face Sheet
of this Contract.
The Representative for the Contractor and their contact information are identified on the Face Sheet
of this Contract.
2.COMPENSATION
COMMERCE shall pay an amount not to exceed the amount shown as grant amount on the attached
declarations page for the performance of all things necessary for or incidental to the performance of
work as set forth in the scope of work.
3.BILLING PROCEDURES AND PAYMENT
COMMERCE will pay Contractor upon acceptance of services provided and receipt of properly
completed invoices, which shall be submitted to the Representative for COMMERCE upon satisfactory
completion of milestones and not less than one time per year.
The Contractor shall provide the Representative of COMMERCE a signed electronic Invoice A 19 form
that includes the contract number referenced on the Declarations page.
The invoices shall describe and document, to COMMERCE's satisfaction, a description of the work
performed, and the milestone/s achieved.the progress of the project, and fees. The invoice shall include
the Contract Number 22-92601-008. If expenses are invoiced, provide a detailed breakdown of each
type. A receipt must accompany any single expenses in the amount of $50.00 or more in order to
receive reimbursement.
The Contractor is required to maintain documentation to support invoiced costs and cost share
obligations. The Contractor shall make these documents available to COMMERCE if requested.
COMMERCE will pay Contractor the amounts set forth in Attachment B upon full completion of each
Milestone. Upon full completion of each Milestone, Contractor will provide an invoice and any
required supporting documentation to the Representative of COMMERCE. Except as may be agreed
by COMMERCE in its discretion, COMMERCE shall only be obligated to make payments upon
demonstration of completion of all Deliverables within a given Milestone. However, it is acknowledged
that in the event one or two Deliverables of a Milestone is unduly delayed (more than 3 months) due
to circumstances outside Contractor's control, COMMERCE may, in its sole discretion, reasonably
negotiate with Contractor regarding paying for those Deliverables of such Milestones that are
completed.
Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after
receipt of properly completed invoices. Payment shall be sent to the address designated by the
Contractor.
COMMERCE may, in its sole discretion, terminate the Contract or withhold payments claimed by the
Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition
of this Contract.
No payments in advance or in anticipation of services or supplies to be provided under this Agreement
shall be made by COMMERCE.
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Grant Number: 22-92601-008 Energy Retrofits for Public Buildings EE2022
DocuSign Envelope ID: CA1370A8-0549-429E-9EFA-7422069CF01F
SPECIAL TERMS AND CONDITIONS
CAPITAL
STATE FUNDS
Invoices and End of Fiscal Year
Invoices are due on the 20th of the month following the provision of services.
Final invoices for a state fiscal year may be due sooner than the 20th and Commerce will provide
notification of the end of fiscal year due date.
The grantee must invoice for all expenses from the beginning of the contract through June 30,
regardless of the contract start and end date.
Duplication of Billed Costs
The Contractor shall not bill COMMERCE for services performed under this Agreement, and
COMMERCE shall not pay the Contractor, if the Contractor is entitled to payment or has been or will
be paid by any other source, including grants, for that service.
Disallowed Costs
The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its subcontractors.
4.SUBCONTRACTOR DATA COLLECTION
Contractor will submit reports, in a form and format to be provided by Commerce and at intervals as
agreed by the parties, regarding work 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.
5.HISTORICAL OR CULTURAL ARTIFACTS
Prior to approval and disbursement of any funds awarded under this Contract, Contractor shall
complete the requirements of Governor's Executive Order 21-02, where applicable, or Contractor shall
complete a review under Section 106 of the National Historic Preservation Act, if applicable. Contractor
agrees that the Contractor 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 s discovered, disturbed, or damaged as a result of the project funded by this
Contract.
In addition to the requirements set forth in this Contract, Contractor shall, in accordance with Governor's
Executive Order 21-02, 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. Contractor agrees to avoid, minimize, or mitigate impacts to the
cultural resource as a continuing prerequisite to receipt of funds under this Contract.
The Contractor agrees that, unless the Contractor 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 Contractor 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 Contractor 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 Contractor 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, Contractor agrees to comply with RCW 27.44
regarding Indian Graves and Records; RCW 27.53 regarding Archaeological Sites and Resources;
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Grant Number: 22-92601-008 Energy Retrofits for Public Buildings EE2022
DocuSign Envelope ID CA1370A8-0549-429E-9EFA-7422069CF01F
SPECIAL TERMS AND CONDITIONS
CAPITAL
STATE FUNDS
RCW 68.60 regarding Abandoned and Historic Cemeteries and Historic Graves; and WAC 25-48
regarding Archaeological Excavation and Removal Permits.
Completion of the requirements of Section 106 of the National Historic Preservation Act shall substitute
for completion of Governor's Executive Order 21-02.
In the event that the Contractor finds it necessary to amend the Scope of Work the Contractor may be
required to re-comply with Governor's Executive Order 21-02 or Section 106 of the National Historic
Preservation Act.
6.INSURANCE (SUPERCEDED BY PROGRAM SPECIFIC TERMS AND CONDITIONS 1)
The c,mtractor shall 1:1ro¥ide insYrance co11erage as set OYt in this section. The intent of the r:eqYired
insYranse is to 1:1rotest the State shoYh:l there be any claims, sYils, aetions, costs, damages or e*1:1enses
arising from any loss, or negligent or intentional act or omission of the Contractor or SYbcontrastor, or
agents of either, while 1:1erforrning Ynaer tRe terms of tRis contrast. FailYre to maintain the roq1,1ired
insllranse GO\!erage may resYlt in termination of tt:iis Contrast.
The insYranse r:eqYirea shall be iss1,1ea by an insllranse som1:1any authorii!:ea to ao bYsinoss within the
state of Wasl:iington. Exse1:1t for Professional Liability or Errors ane Omissions lnsblrance, the insyranse
shall name the state of V•Jashington, its agents, officers, and em1:1loyees as additional insllress unaer
tl:ie ins1,1ranse 1:1olisy. All f:IOlisies shall be 1:1rirnary to any other ¥alie and collectable insurance. The
Contractor shall instryst the ins1,1rers to gi•.ie COMMERCE IRirty (aQ) salendar aays ad\!aneo notice of
any insurance cancellation, non renewal or modifieation.
The Csntrastor &Rall submit to COMMERCE within fif:leen (15) ealenear days of the Contrast start date
OR a written request by COMMERCE. a certificate of insurance which 01,1tlines the co•.•erage and limits
defined in tl:lis insurance section. 01,1ring tt:ie term of the Contrast, if requiree or requestee, the
Contraster &Rall submit r:enewal certificates not less than thirty (aQ) calendar eays 1:1rior to ox1:1iration of
each polisy r:eq1a1ired unaer this section.
The Contractor shall pro'liee, at COMMERCE's r:eq1a1est, so1:1ies of ins1:1ranse instr1,1rnonts or
certifications from tRe insurance iss1:1ing agency. The sopies or sertifioations &Rall &Row tl:le ins1,1ranse
GO'lerage, the eesignatee eenefisiary, whs is oo\!ered, the arnoYnts, the 1:1erioe of so¥erage, ane that
COMMERCE will be 1:1ro1.iided thirty (aG) days ad•.iance written notice of cancellation.
The Contractor sl:lall 1:1ro¥ide insurance so¥orage that shall be maintainee in full force anEI effest dYring
the term of this Contrast, as follows:
CommeFoial GeReral Liabili')· lnsuraRse Polisy. Pro'lide a Cemmersial General Liability
lnsuranse Polisy, inolueing sontraGtblal liability, written on an occurrence basis, in adeq1,1ate q1,1antity
ts 1:1rotect against legal liability arising out of contract asti¥ity bYt no less than $1,00G,GGG 1:1er
oos1,1rrence. Additionally, tRe Contraster is res1:1snsible for ensYFing that any S1:1eoontrastors f:IFO'liae
adeq1,1ate ins1:1ranse co¥erage for the asli'.•ities arising out of s1a1boontrasts.
Automobile liability. In the e'lent that performance 1:11:1rs1:1ant ta this Contrast in¥al¥es the 1,1se af
¥ehioles, ow-neEI OF operatee by the Contraster er its Suboontrastor, a1,1tomolaile liabilily insuranse
shall be req1a1ired. Tl=le rninimYm limit for a1:1tomobilo liability is $1,GOG,000 1:1er oscurrense, Ysing a
Combinee Single limit for boeily injl:ll)' and property eamage.
PFO,.Hional Liability, Ef'f'Gte anli 0Mi66f008 IA&Wr.lAGe. The ConttaGtar &hall maiRtain
Professional Liability or EFFors ane Ornissisns lns1:1mnse. TRe Contractor &Rall maintain minim1,1m
limits of no less than $1,0GG,OGO 1:1er osourrense to GO'IOF all asti¥ities by the Contraster ane
licensee staff employed or 1;1nder contrast to tRe Contraster. The state of 1Nashington, its agents.
effisers, anc:I employees need Ref be named as adElitional insblr:ees uneer tRis 1:1alisy.
Fidelity IR&Yranoe. E'lery officer, aireotor, ern1:1loyee, or agent who is autRorizea to ast on beRalf
sf the Contractor for the p1,1r1:1ose of recei'+'ing er ee1:1ositing kinds into program asso1;1nts or issuing
finansial eosl:lments, cReoks, or other instrYrnents of 1:1ayment for program sosts &Rall be ins1,1ree
to 1:1ro¥ide 1:1rotestisn against loss:
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SPECIAL TERMS AND CONDITIONS
CAPITAL
STATE FUNDS
1.The amaunt ef fidelity ceveFage secblred J'IUFSblant ta this CentFact shall be $100,000 er lhe
highest ef planned reimbblrsement fur the Centract J;1eried, whiche¥eF is le•,¥est. i;:idelity
insblrance secblred J'lblFSblant te this J;laFagraph shall name CGMME�CE as beneficiary.
Sblbcantracters that recei¥e $10,000 er mere per yeaF in fblnding thFeblgh this Contract shall secure
fidelity insblrance as noted abe¥e. i;:iElelity insblrance secblreei l:ly Sbll:lcontractors pblrsuant to this
paragraph shall name the Centracter as beneficiary.
7.FRAUD AND OTHER LOSS REPORTING
Contractor/Grantee shall report in writing all known or suspected fraud or other loss of any funds or
other property furnished under this Contract immediately or as soon as practicable to the Commerce
Representative identified on the Face Sheet.
8.ORDER OF PRECEDENCE
In the event of an inconsistency in this Contract, the incons istency shall be resolved by giving
precedence in the following order:
1.Applicable federal and state of Washington statutes and regulations
2.Attachment C -Proviso
3.Program Specific Terms & Conditions
4.Special Terms & Conditions
5.General Terms and Conditions
6.Attachment A -Scope of Work
7.Attachment B -Budget
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GENERAL TERMS AND CONDITIONS
CAPITAL
STATE FUNDS
GENERAL TERMS AND CONDITIONS
1.DEFINITIONS
As used throughout this Contract, the following terms shall have the meaning set forth below:
A."Authorized Representative" shall mean the Director and/or the designee authorized in writing to
act on the Director's behalf.
B."COMMERCE" shall mean the Department of Commerce.
C."Contract" or "Agreement" means the entire written agreement between COMMERCE and the
Contractor, including any Exhibits, documents, or materials incorporated by reference. E-mail or
Facsimile transmission of a signed copy of this contract shall be the same as delivery of an original.
0."Contractor" shall mean the entity identified on the face sheet performing service(s) under this
Contract, and shall include all employees and agents of the Contractor.
E."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.
F."State" shall mean the state of Washington.
G."Subcontractor" shall mean one not in the employment of the Contractor, who is performing all or
part of those services under this Contract under a separate contract with the Contractor. The terms
"subcontractor" and "subcontractors" mean subcontractor(s) in any tier.
2.ALLOWABLE COSTS
Costs allowable under this Contract are actual expenditures according to an approved budget up to the
maximum amount stated on the Contract Award or Amendment Face Sheet.
3.All WRITINGS CONTAINED HEREIN
This Contract contains all the terms and conditions agreed upon by the parties. No other
understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to
exist or to bind any of the parties hereto.
4.AMENDMENTS
This Contract may be amended by mutual agreement of the parties. Such amendments shall not be
binding unless they are in writing and signed by personnel authorized to bind each of the parties.
5.AMERICANS WITH DISA BILITIES ACT (ADA) OF 19901 PUBLIC LAW 101-3361 ALSO
REFERRED TO AS THE "ADA" 28 CFR PART 35
The Contractor 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.
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6.APPROVAL
GENERAL TERMS AND CONDITIONS CAPITAL STATE FUNDS
This contract shall be subject to the written approval of COMMERCE's Authorized Representative and
shall not be binding until so approved. The contract may be altered, amended, or waived only by a
written amendment executed by both parties.
7.ASSIGNMENT
Neither this Contract, nor any claim arising under this Contract, shall be transferred or assigned by the
Contractor without prior written consent of COMMERCE.
8.ATTORNEYS' FEES
Unless expressly permitted under another provision of the Contract, in the event of litigation or other
action brought to enforce Contract terms, each party agrees to bear its own attorneys' fees and costs.
9.CODE REQUIREMENTS
All construction and rehabilitation projects must satisfy the requirements of applicable local, state, and
federal building, mechanical, plumbing, fire, energy and barrier-free codes. Compliance with the
Americans with Disabilities Act of 1990 28 C.F.R. Part 35 will be required, as specified by the local
building Department.
10.CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
A."Confidential Information" as used in this section includes:
i.All material provided to the Contractor by COMMERCE that is designated as "confidential"
by COMMERCE;
ii.All material produced by the Contractor that is designated as "confidential" by
COMMERCE; and
iii.All personal information in the possession of the Contractor that may not be disclosed
under state or federal law. "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 Contractor shall comply with all state and federal laws related to the use, sharing, transfer,
sale, or disclosure of Confidential Information. The Contractor shall use Confidential Information
solely for the purposes of this Contract and shall not use, share, transfer, sell or disclose any
Confidential Information to any third party except with the prior written consent of COMMERCE or
as may be required by law. The Contractor shall take all necessary steps to assure that Confidential
Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of
Confidential Information or violation of any state or federal laws related thereto. Upon request, the
Contractor shall provide COMMERCE with its policies and procedures on confidentiality.
COMMERCE may require changes to such policies and procedures as they apply to this Contract
whenever COMMERCE reasonably determines that changes are necessary to prevent
unauthorized disclosures. The Contractor shall make the changes within the time period specified
by COMMERCE. Upon request, the Contractor shall immediately return to COMMERCE any
Confidential Information that COMMERCE reasonably determines has not been adequately
protected by the Contractor against unauthorized disclosure.
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GENERAL TERMS AND CONDITIONS
CAPITAL
STATE FUNDS
C.Unauthorized Use or Disclosure. The Contractor shall notify COMMERCE within five (5) working
days of any unauthorized use or disclosure of any confidential information, and shall take necessary
steps to mitigate the harmful effects of such use or disclosu re.
11.CONFORMANCE
If any provision of this contract violates any statute or rule of law of the state of Washington, it is
considered modified to conform to that statute or rule of law.
12.CONFLICT OF INTEREST
Notwithstanding any determination by the Executive Ethics Board or other tribunal, the COMMERCE
may, in its sole discretion, by written notice to the CONTRACTOR terminat e this contract if it is found
after due notice and examination by COMMERCE that there is a violation of the Ethics in Public Service
Act, Chapters 42.52 RCW and 42.23 RCW; or any similar statute involving the CONTRACTOR in the
procurement of, or performance under this contract.
Specific restrictions apply to contracting with current or former state employees pursuant to chapter
42.52 of the Revised Code of Washington. The CONTRACTOR and their subcontractor(s) must identify
any person employed in any capacity by the state of Washington that worked on the (YOUR PROGRAM
NAME) including but not limited to formulating or drafting the legislation, participating in grant
procurement planning and execution, awarding grants, and monitoring grants, during the 24 month
period preceding the start date of this Grant. Identify the individual by name, the agency previously or
currently employed by, job title or position held, and separation date. If it is determined by COMMERCE
that a conflict of interest exists, the CONTRACTOR may be disqualified from further consideration for
the award of a Grant.
ln the event this contract is terminated as provided above, COMMERCE shall be entitled to pursue the
same remedies against the CONTRACTOR as it could pursue in the event of a breach of the contract
by the CONTRACTOR. The rights and remedies of COMMERCE provided for in this clause shall not
be exclusive and are in addition to any other rights and remedies provided by law. The existence of
facts upon which COMMERCE makes any determination under this clause shall be an issue and may
be reviewed as provided in the "Disputes" clause of this contract.
13.COPYRIGHT
Unless otherwise provided, all Materials produced under this Contract shall be considered "works for
hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be
considered the author of such Materials. In the event the Materials are not considered "works for hire"
under the U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and interest in
all Materials, including all intellectual property rights, moral rights, and rights of publicity to COMMERCE
effective from the moment of creation of such Materials.
"Materials" means all items in any format and includes, but is not limited to, data, reports, documents,
pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes,
and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability
to transfer these rights.
For Materials that are delivered under the Contract, but that incorporate pre-existing materials not
produced under the Contract, the Contractor hereby grants to COMMERCE a nonexclusive, royalty
free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce,
distribute, prepare derivative works, publicly perform, and publicly display. The Contractor warrants and
represents that the Contractor has all rights and permissions. including intellectual property rights,
moral rights and rights of publicity, necessary to grant such a license to COMMERCE.
The Contractor shall exert all reasonable effort to advise COMMERCE, at the time of delivery of
Materials furnished under this Contract, of all known or potential invasions of privacy contained therein
and of any portion of such document which was not produced in the performance of this Contract. The
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GENERAL TERMS AND CONDITIONS
CAPITAL
STATE FUNDS
Contractor shall provide COMMERCE with prompt written notice of each notice or claim of infringem ent
received by the Contractor with respect to any Materials delivered under this Contract. COMMERCE
shall have the right to modify or remove any restrictive markings placed upon the Materials by the
Contractor.
14.DISALLOWED COSTS
The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its Subcontractors.
15.DISPUTES
Except as otherwise provided in this Contract, 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:
1.be in writing;
2.state the disputed issues;
3.state the relative positions of the parties;
4.state the Contractor's name, address, and Contract number; and
5.be mailed to the Director and the other party's (respondent's) Contract Representative within
three (3) working days after the parties agree that they cannot resolve the dispute.
The respondent shall send a written answer to the requestor's statement to both the Director or the
Director's designee and the requestor within five (5) working days.
The Director or designee shall review the written statements and reply in writing to both parties within
ten (10) working days. The Director or designee may extend this period if necessary by notifying the
parties.
The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding.
The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial
tribunal.
Nothing in this Contract 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.
16.DUPLICATE PAYMENT
The Contractor certifies that work to be performed under this contract does not duplicate any work to
be charged against any other contract, subcontract, or other source.
17.GOVERNING LAW AND VENUE
This Contract shall be construed and interpreted in accordance with the laws of the state of Washington,
and the venue of any action brought hereunder shall be in the Superior Court for Thurston County.
18.INDEMNIFICATION
To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the
state of Washington, COMMERCE, agencies of the state and all officials, agents and employees of the
state, for, 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,
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GENERAL TERMS AND CONDITIONS
CAPITAL
STATE FUNDS
or expense, including but not limited to attorney's 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 Contractor's obligation to indemnify, defend, and hold harmless includes any claim by Contractor's
agents, employees, representatives, or any subcontractor or its employees.
The Contractor expressly agrees to indemnify, defend, and hold harmless the State for any claim arising
out of or incident to the Contractor's or any subcontractor's performance or failure to perform the
contract. Contractor'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 Contractor 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.
19.INDEPENDENT CAPACITY OF THE CONTRACTOR
The parties intend that an independent contractor relationship will be created by this Contract. The
Contractor and its employees or agents performing under this Contract are not employees or agents of
the state of Washington or COMMERCE. The Contractor 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
Contractor 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 Contractor.
20.INDUSTRIAL INSURANCE COVE RAGE
The Contractor shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the
Contractor 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 Contractor the full
amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount owed
by the Contractor to the accident fund from the amount payable to the Contractor by COMMERCE
under this Contract, and transmit the deducted amount to the Department of Labor and Industries, (L&I)
Division of Insurance Services. This provision does not waive any of L&l's rights to collect from the
Contractor.
21.LAWS
The Contractor shall comply with all applicable laws, ordinances, codes, regulations and policies of
local, state, and federal governments, as now or hereafter amended.
22.LICENSING, ACCREDITATION AND REGISTRATION
The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and
registration requirements or standards necessary for the performance of this Contract.
23.LIMITATION OF AUTHORITY
Only the Authorized Representative or Authorized Representative's designee by writing (designation
to be made prior to action) shall have the express, implied, or apparent authority to alter. amend, modify,
or waive any clause or condition of this Contract.
24.LOCAL PUBLIC TRANSPORTATION COORDINATION
Where applicable, Contractor shall participate in local public transportation forums and implement
strategies designed to ensure access to services.
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GENERAL TERMS AND CONDITIONS CAPITAL STATE FUNDS
25.NONCOMPLIANCE WITH NONDISCRIMINATION LAWS
During the performance of this Contract, the Contractor shall comply with all federal, state, and local
nondiscrimination laws, regulati ons and policies. In the event of the Contractor's non•compliance or
refusal to comply with any nondiscrimination law, regulation or policy. this contract may be rescinded,
canceled or terminated in whole or in part, and the Contractor may be declared ineligible for further
contracts with COMMERCE. The Contractor 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.
26.PAY EQUITY
The Contractor agrees to ensure that "similarly employed" individuals in its workforce are compensated
as equals, consistent with the following:
o 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;
o Contractor 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 Contract may be terminated by the Department, if the Department or the Department of Enterprise
services determines that the Contractor is not in compliance with this provision.
27.POLITICAL ACTIVITIES
Political activity of Contractor employees and officers are limited by the State Campaign Finances and
Lobbying provisions of Chapter 42 .17 A RCW and the Federal Hatch Act, 5 USC 1501 -1508.
No funds may be used for working for or against ballot measures or for or against the candidacy of any
person for public office.
28.PREVAILING WAGE LAW
The Contractor certifies that all contractors and subcontractors performing work on the Project shall
comply with state Prevailing Wages on Public Works, Chapter 39.12 RCW, as applicable to the Project
funded by this contract, 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 Contractor shall maintain
records sufficient to evidence compliance with Chapter 39.12 RCW, and shall make such records
available for COMMERCE's review upon request.
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GENERAL TERMS AND CONDITIONS
CAPITAL
STATE FUNDS
29.PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION
The funds provided under this Contract shall not be used in payment of any bonus or commission for
the purpose of obtaining approval of the application for such funds or any other approval or concurrence
under this Contract provided, however, that reasonable fees or bona fide technical consultant,
managerial, or other such services, other than actual solicitation. are not hereby prohibited if otherwise
eligible as project costs.
30.PUBLICITY
The Contractor 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.
31.RECAPTURE
In the event that the Contractor fails to perform this contract in accordance with state laws, federal laws,
and/or the provisions of this contract, COMMERCE reserves the right to recapture funds in an amount
to compensate COMM ERCE for the noncompliance in addition to any other remedies available at law
or in equity.
Repayment by the Contractor of funds under this recapture provision shall occur within the time period
specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments
due under this contract.
32.RECORDS MAINTENANCE
The Contractor shall maintain books, records, documents, data and other evidence relating to this
contract and performance of the services described herein, including but not limited to accounting
procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature
expended in the performance of this contract.
Contractor shall retain such records for a period of six years following the date of final payment. At no
additional cost, these records, including materials generated under the contract , shall be subject at all
reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by
COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law,
regulation or agreement.
If any litigation, claim or audit is started before the expiration of the six (6) year period , the records shall
be retained until all litigation, claims, or audit findings involving the records have been resolved.
33. REGISTRATION WITH DEPARTMENT OF REVENUE
If required by law, the Contractor shall complete registration with the Washington Stale Department of
Revenue.
34.RIGHT OF INSPECTION
At no additional cost alt records relating to the Contractor's performance under this Contract shall be
subject at all reasonable times to inspection, review, and audit by COMMERCE, the Office of the State
Auditor, and federal and state officials so authorized by law, in order to monitor and evaluate
performance, compliance, and quality assurance under this Contract. The Contractor shall provide
access to its facilities for this purpose.
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35.SAVINGS
GENERAL TERMS AND CONDITIONS
CAPITAL
STATE FUNDS
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way
after the effective date of this Contract and prior to normal completion, COMMERCE may suspend or
terminate the Contract under the ''Termination for Convenience" clause, without the ten business day
notice requirement. In lieu of termination, the Contract may be amended to reflect the new funding
limitations and conditions.
36.SEVERABILITY
The provisions of this contract are intended to be severable. If any term or provision is illegal or invalid
for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of
the contract.
37.SUBCONTRACTING (THIS SECTION SUPERCEDED BY PROGRAM SPECIFIC TERMS AND
CONDITIONS 1.0)
Tl:le Contractor may only subsonlrast v.rerk sontemplateEI unEler this Contrast if it obtains the prior \Witten
approval of COMMl!!RCE.
If COMMeRC e appFOves subcontracting, ttle Contractor stlall maintain written proseE11.1res relateEI to
subcontracting, as well as copies of all subsonlrasts anEI records relateEI lo subcontracts. For cause,
COMMeRCe in writing may: (a) re{luire ttle Contractor to amenEI ii& s1.1bcontrasling proseE11,1res as tRey
relate lo ttli& Contrast; (b) f:IFORibit the Contractor from subcontracting witt:I a particular person or entity;
or (c) require ttle Contractor to rescinEI or amenEI a subsontrast.
fa•ery s1.1bcontract &Rall binel tRe Subcontractor to fellow all applicable terms of this ContraGt. The
Contractor is re&f:lonsible to COMMl!:RCe if tt:ie S1:1bcontractor fails to comply with any applicable term
or conelilion of tRi& ContraGt. The Contraster &Rall appFOpriately monitor tRo acli•,<ities of tRe
S1.1bcontrastor to assure fiscal sonelilions of this Contrast. In no event shall the eidstense of a
subcontract operate to release or reduce the liability of tt:ie ContraGtor to COMMeRCe for any breach
in ttle perf8rmance of the Contractor's Eluties.
fa•ery subcontract shall insluele a term that COMMeRCe anel IRe State ofWastiinglon are not liable fer
claims or Elamages arising ffom a Subsontrastor's perf8rmanGe of the suecontrast.
38.SURVIVAL
The terms, conditions. and warranties contained in this Contract that by their sense and context are
intended to survive the completion of the performance, cancell ation or termination of this Contract shall
so survive.
39.TAXES
All payments accrued on account of payroll taxes, unemployment contributions, the Contractor's
income or gross receipts, any other taxes, insurance or expenses for the Contractor or its staff shall be
the sole responsibility of the Contractor.
40.TERMINATION FOR CAUSE
In the event COMMERCE determines the Contractor has failed to comply with the conditions of this
contract in a timely manner, COMMERCE has the right to suspend or terminate this contract. Before
suspending or terminating the contract, COMMERCE shall no tify the Contractor in writing of the need
to take corrective action. If corrective action is not taken within 30 calendar days, the contract may be
terminated or suspended.
In the event of termination or suspension, the Contractor shall be liable for damages as authorized by
law including, but not limited to, any cost difference between the original contract and the replacement
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GENERAL TERMS AND CONDITIONS
CAPITAL
STATE FUNDS
or cover contract and all administrative costs directly related to the replacement contract, e.g., cost of
the competitive bidding, mailing, adver tising and staff time.
COMMERCE reserves the right to suspend all or part of the contract, withhold further payments, or
prohibit the Contractor from incurring additional obligations of funds during investigation of the alleged
compliance breach and pending corrective action by the Contractor or a decision by COMMERCE to
terminate the contract. A termination shall be deemed a "Termination for Convenience" if it is
determined that the Contractor: (1) was not in default; or (2) failure to periorm was outside of his or her
control, fault or negligence.
The rights and remedies of COMMERCE provided in this contract are not exclusive and are, in addition
to any other rights and remedies, provided by law.
41.TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Contract COMMERCE may, by ten (10) business days written
notice, beginning on the second day after the mailing, terminate this Contract, in whole or in part. If this
Contract is so terminated, COMMERCE shall be liable only for payment required under the terms of
this Contract for services rendered or goods delivered prior to the effective date of termination.
42.TERMINATION PROCEDURES
Upon termination of this contract, COMMERCE, in addition to any other rights provided in this contract,
may require the Contractor to deliver to COMMERCE any property specifically produced or acquired
for the periormance of such part of this contract as has been terminated. The provisions of the
"Treatment of Assets" clause shall apply in such property transfer.
COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed
work and services accepted by COMMERCE, and the amount agreed upon by the Contractor and
COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially
completed work and services, (iii) other property or services that are accepted by COMMERCE, and
(iv)the protection and preservation of property, unless the termination is for default, in which case the
Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree
with such determination shall be a dispute within the meaning of the "Disputes'' clause of this contract.
COMMERCE may withhold from any amounts due the Contractor such sum as the Authorized
Representative determines to be necessary to protect COMMERCE against potential loss or liability.
The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this contract.
After receipt of a notice of termination, and except as otherwise directed by the Authorized
Representative, the Contractor shall:
A.Stop work under the contract on the date, and to the extent specified, in the notice;
B.Place no further orders or subcontracts for materials, services, or facilities except as may
be necessary for completion of such portion of the work under the contract that is not terminated;
C.Assign to COMMERCE, in the manner, at the times, and to the extent directed by the
Authorized Representative, all of the rights, title, and interest of the Contractor under the orders
and subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to settle
or pay any or all claims arising out of the termination of such orders and subcontracts;
D.Settle all outstanding liabilities and all claims arising out of such termination of orders and
subcontracts, with the approval or ratification of the Authorized Representative to the extent the
Authorized Representative may require, which approval or ratification shall be final for all the
purposes of this clause;
E.Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent
directed by the Authorized Representative any property which, if the contract had been completed,
would have been required to be furnished to COMMERCE;
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Grant Number: 22-92601-008 Energy Retrofits for Public Buildings EE2022
J • r ■ •
OocuSign Envelope ID· CA1370A8·0549·429E-9EFA-7422069CF01F
GENERAL TERMS AND CONDITIONS
CAPITAL
STATE FUNDS
F.Complete performance of such part of the work as shall not have been terminated by the
Authorized Representative; and
G.Take such action as may be necessary, or as the Authorized Representative may direct,
for the protection and preservation of the property related to this contract, which is in the possession
of the Contractor and in which COMMERCE has or may acquire an interest.
43.TREATMENT OF ASSETS
Title to all property furnished by COMMERCE shall remain in COMMERCE . Title to all property
furnished by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a direct
item of cost under this contract, shall pass to and vest in COMMERCE upon delivery of such property
by the Contractor. Title to other property, the cost of which is reimbursable to the Contractor under this
contract, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the
performance of this contract, or (ii) commencement of use of such property in the performance of this
contract, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first
occurs.
A.Any property of COMMERCE furnished to the Contractor shall, unless otherwise provided herein
or approved by COMMERCE, be used only for the performance of this contract.
B.The Contractor shall be responsible for any loss or damage to property of COMMERCE that results
from the negligence of the Contractor or which results from the failure on the part of the Contractor
to maintain and adminis ter that property in accordance with sound management practices.
C.If any COMMERCE property is lost, destroyed or damaged, the Contractor shall immediately notify
COMMERCE and shall take all reasonable steps to protect the property from further damage.
D.The Contractor shall surrender to COMMERCE all property of COMMERCE prior to settlement
upon completion, termination or cancellation of this contract
All reference to the Contractor under this clause shall also include Contractor 's employees , agents
or Subcontractors.
44.WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach.
Any waiver shall not be construed to be a modification of the terms of this Contract unless stated to be
such in writing and signed by Authorized Representative of COMMERCE .
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Grant Number: 22-92601-008 Energy Retrofits for Public Buildings EE2022
J " • • ...
DocuSign Envelope ID: CA1370A8-0549-429E-9EFA •7422069CF01F
ATTACHMENT A - SCOPE OF WORK
All work to be completed in accordance with the Energy Ser vices Proposal between McKinstry Essention LLC, and
the City of Renton and Department of Enterprise Services dated May 16, 2022 (the �ESP") (incorporated by this
reference) and with the Energy Efficiency Grant Application submitted by the Grantee (the "Application")
(incorporated by this references).
Any changes to the ESP or variation from the Application must be reviewed and agreed to by Commerce.
Maximum total project cost at time of application:
List Energy Savings Guarantees at time of application :
$1,070,503
5,503 therms/yr; 664,347 kWh/yr
This Energy Efficiency Grant application includes the following Facility
Improvement Me asures (FIM's):
FIM 04.01-RCH: Optimize Controls and TAB Terminal Units
Upgrade the remaining IBEX controls to modern BACNet contr ollers and recommission
the terminal units.
FIM 09.01-CPL: Upgrade Lighting to LED
Replace the City Hall, Aquatic Center and Liberty Park parking lot lighting
fixtures with LED fixtures. Reuse the existing dusk-to-dawn controls for each
parking lot.
FIM 09.01-HMA: LED Lighting and Occupancy Controls
Retrofit the fluorescent lamped fixtures to LED. Provide room level occupancy
controls in select areas.
FIM 09.01-PWS: LED Lighting and Controls
Retrofit the interior and exterior lighting systems to LED or TLED or compact
retrofit lamps. Provide remote lighting controls in select spaces.
FIM 09.02-HMA: Upgrade Exterior lighting to LED
Replace and retrofit fixtures with LED lamps. Existing controls will remain as-is.
FIM 09.02-RCH: Upgrade Exterior Lighting to LED
Retrofit the existing light fixtures with LED lamps.
FIM 17.01-HMA: Install Pool Cover
Provide a new pool cover for the lap pool.
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Grant Number: 22-92601-008 Energy Retrofits for Public Buildings EE2022
DocuS1gn Envelope ID. CA1370A8-0549-429E-9EFA-7422069CF01F
ATTACHMENT 8-BUDGET
Grant funds will be issued on a milestone basis as agrees to below. To draw grant funds :
•Project must be in compliance with all aspects of this contract
•Grantee must submit an invoice to Commerce in compliance with Special Terms and Conditions Section 4
•Grantee must include the deliverables identified to confirm that each milestone is complete and
Milestone
A
B
C
D
E
o Be eligible under the Scope of Work (Attachment A) and all other aspects of this contract
o Align with the grant budget (Attachment 8)
Expected
Project Activity and Task Kev Deliverables Deliverable Descrigtlon Completion Date
Development & Contracting Construction contract Prmary contractor engaged
Collaboration confirmed If appl cable; shared venture/partner agreements in plac1 2/28/2023
Design & Permitting Design approval Confirmation Grantee organization has accepted design
Copy of permits Permit applications submitted (permits or rece·ptsl
Intent ID# Intent to pay prevailing wage filed with L&I 5/30/2023
Materials Ordered Supplier Invoice Documentation that materials have been ordered 1/5/2024
Construction and Completion Testing & Comm ss oning Report/s from Contractor
Inspection passed Documentation from app icable jurisdiction
Photos Photographs of completed installation
Notice of Substantial Completion Issued by Contractor
Commencement of Energy Savmg Issued by Contractor
Close out Report Commerce form
Fact Sheet Commerce template completed and submitted
Certification of Match Letter signed by grantee official statmg final project costs 5/23/2024
and amount of match provided
Analytics and Monitoring Measurement and Verification Payable on demonstration of energy savings targets being 6/27/2025
(M&V) met after 1 year, M&V period may be extended for
second year if needed to reach energy savings targets .
Grant Total
As indicated in grant application
As indicated in gr ant application
Grant amount as % estimated ttl
project cost at time of application
Est mated project ttl cos
Match provided by grante I
Maximum% from Commerc I
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Grant Number. 22-92601-008 Energy Retrofits for Public Buildings EE2022
Amount
$ 11,797.00
$ 25,258.00
$ 30,561.00
$ 186,676.00
$ 13,384.00
$ 267,676.00
$ 1,070,503.00
$ 802,827.00
25%
DocuSign Envelope ID. CA1370A8-0549-429E-9EFA-7422069CF01F
ATTACHMENT C -PROVISO
Enacted 2019-2021 Supplemental Capital Budget- Engrossed Substitute Senate Bull 6248
Chapter 356, Laws of 2020.
Section 1023, Subsection 1.
(1 )(a)$1, 785,000 for fiscal year 20 20 and $1,785,000 for fiscal 36 year 2021 is provided solely for grants to be
awarded in competitive rounds to local agencies, public higher education institutions, school districts, federally
recognized tribal governments, and state agencies for operational cost savings improvements to facilities and
related projects that result in energy and operational cost savings.
(b)At least twenty percent of each competitive grant round must be awarded in small cities or towns with a
population of five thousand or fewer residents.
(c)In each competitive round, the higher the leverage ratio of nonstate funding sources to state grant and the
higher the energy savings, the higher the project ranking.
(d)For school district applicants, priority consideration must be given to school districts that demonstrate
improved health and safety through reduced exposure to polychlorinated biphenyl. Priority consideration must
be given to applicants that have not received grant awards for this purpose in prior biennia.
Enacted Substitute House Bill 1080, Capital Budget
Chapter 332, Laws of 2021
Sec. 1022. Energy Efficiency and Solar Grants (30000882)
The reappropriations in this section are subject to the following 4 conditions and limitations: The
reappropriations are subject to the 5 provisions of section 6007, chapter 413, Laws of 2019.
Enacted Substitute House Bill 1080, Capital Budget
Chapter 332, Laws of 2021
Section 1065, Subsection 1.
(1)$4,000,000 of the appropriation in this section is provided solely for grants to local governments, public
higher education institutions, school districts, federally recognized tribal governments, and state agencies for
operational cost savings improvements to facilities and related proje cts that result in energy and operational
cost savings.
(a)(i) $3,000 ,000 of the appropriation in this s ection is provided solely for grants awarded in competitive
rounds.
(ii)At least 20 percent of each competitive grant round is designated for award to eligible projects in small
cities or towns with a population of 5,000 or fewer residents.
(iii)In each competitive round, a higher energy savings to investment ratio must result in a higher project
ranking. Priority consideration must be given to applicants that have not received grant awards for this purpose
in prior biennia.
(iv)The department must determine a minimum match ratio to maximize the leverage of nonstate funds.
(b)$450,000 of the appropriation in this section is provided solely for a grant to Western Washington University
for the heating system conversion feasibility study.
(c)$550,000 of the appropriation in this section is provided solely for a grant to Whidbey Island Public Hospital
District for energy upgrades at Whidbey Health Medical Center in Coupeville.
(6)If a grant is provided in subsection (1) or (3) of this section to purchase heating devices or systems, the
agency must, whenever possible and most cost effective, select devices and systems that do not use fossil
fuels.
Last revision 10/13/20
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Grant Number: 22-9260 1-008 Energy Retrofits for Public Buildings EE2022
DocuSign Envelope ID: CA1370A8-0549-429E-9EFA-7422069CF01F
ATTACHMENT D-SITE LIST
City Hall
Liberty Park
City shops
HM Aquatic Center
Grant Number: 22-92601-008
1055 S. Grady Way Renton WA 98057
1101 Bronson Way Renton WA 98057
1055 S. Grady Way Renton WA 98057
1719 Maple Valley Hwy, Renton WA 98057
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Energy Retrofits for Public Buildings EE2022