HomeMy WebLinkAboutD 20180823000693Instrument Number: 20180823000693 Document:DT Rec: $148.00 Page -1 of 49
Record Date:8/23/2018 3:26 PM
Electronically Recorded King County, WA
When recorded return to:
City Clerk
City of Renton
1055 South Grady Way
Renton, WA 98057-3232
DEED OF TRUST
Assessor's Property Parcel/ Tax Account
Number: 7231501760
Reference Number(s) of Documents assigned or released: N/A
Grantor(s):
Grantee(s):
1. 3rd and Williams, LLC, a Washington
1. City of Renton, a Washington Municipal
Limited Liability Company
Corporation
LEGAL DESCRIPTION: (Abbreviated orfull legal must go here.)
Lot 2, Block 21, Town of Renton, According to the Plat Thereof, Recorded in Volume 1 Plats,
Page 135, in King County, Washington
DEED OF TRUST
THIS DEED OF TRUST, made this C1� day of
between 3rd and Williams, LLC, having its office at 13414 SE 85th Street, N wcastle, WA 98059
("Grantor"), First American Title Company, having its office at 818 Stewart Street, Suite 800,
Seattle, WA 98101 ("Trustee"), and the City of Renton, a Washington municipal corporation,
having its office at 1055 South Grady Way, Renton, Washington 98057 ("Beneficiary").
WITNESSETH: Grantor hereby bargains, sells, and conveys to Trustee in trust, with power of
sale, the following described real property in King County, Washington:
See Exhibit A, Legal Description, attached hereto and incorporated herein by this reference.
King County Parcel Number: 7231501760, which real property is not used principally for
agricultural or farming purposes, together with all the tenements, hereditaments, and
DEED OF TRUST - Page 1
Instrument Number: 20180823000693 Document:DT Rec: $148.00 Page -2 of 49
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appurtenances now or hereafter thereunto belonging or in any wise appertaining, and the
rents, issues, and profits thereof.
This Deed of Trust is for the purpose of securing performance of each agreement of Grantor
contained in this Deed of Trust, and payment of the sum of forty-five thousand dollars
($45,000) with interest, in accordance with the terms of a Promissory Note of even date
herewith, payable to Beneficiary or order, and made by Grantor, and all renewals,
modifications, and extensions thereof, and also such further sums as may be advanced or
loaned by Beneficiary to Grantor, together with interest thereon at such rate as shall be
agreed upon, and the performance of the covenants and agreements of the Grantor, which
follow. The Promissory Note is described as follows:
One Promissory Note, describing a Deferred Payment Loan in the principal amount of forty-
five thousand dollars ($45,000). Upon default of any of the terms and conditions of the Note,
interest will accrue at the rate of four percent (4%) per annum and the principal balance will
become due and payable.
DUE DATE: The date of total forgiveness shall be five years after the recordation of this
Deed of Trust, estimated to be May 31, 2022, provided Grantor has paid all other sums, with
interest, advanced to protect the security of this Deed of Trust, and complied with all
covenants and agreements.
A. To protect the security of this Deed of Trust, Grantor covenants and agrees:
1. To keep the property in good condition and repair; to permit no accumulation of
debris, graffiti, or waste thereof, to take all actions necessary to maintain and ensure the
neat and clean appearance of the surrounding streetscape area; to complete any building,
structure, or improvement being built or about to be built thereon; to restore promptly any
building, structure, or improvement thereon which may be damaged or destroyed; and to
comply with all laws, ordinances, regulations, covenants, conditions, and restrictions
affecting the property.
2. To pay before delinquent all lawful taxes and assessments upon the property; to
keep the property free and clear of all other charges, liens, or encumbrances impairing the
security of this Deed of Trust.
3. To keep all buildings now or hereafter erected on the property described herein
continuously insured against loss by fire or other hazards in an amount not less than the
total debt secured by this Deed of Trust. All policies shall be held by the Beneficiary, and be
in such companies as the Beneficiary may approve and have loss payable first to the
Beneficiary, as its interest may appear, and then to the Grantor. The amount collected
under any insurance policy may be applied upon any indebtedness hereby secured in such
DEED OF TRUST - Page 2
Instrument Number: 20180823000693 Document:DT Rec: $148.00 Page -3 of 49
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order as the Beneficiary shall determine. Such application by the Beneficiary shall not cause
discontinuance of any proceedings to foreclose this Deed of Trust. In the event of
foreclosure, all rights of the Grantor in insurance policies then in force shall pass to the
purchaser at the foreclosure sale.
4. To defend any action or proceeding purporting to affect the security hereof or the
rights or powers of Beneficiary or Trustee, and to pay all costs and expenses, including cost
of title search and attorney's fees in a reasonable amount, in any such action or proceeding,
and in any suit brought by Beneficiary to foreclose this Deed of Trust.
5. To pay all costs, fees, and expenses in connection with this Deed of Trust, including
the expenses of the Trustee incurred in enforcing the obligation secured hereby and
Trustee's and attorney's fees actually incurred, as provided by statute.
6. Should Grantor fail to pay when due any taxes, assessments, insurance premiums,
liens, encumbrances, or other charges against the property hereinabove described,
Beneficiary may pay the same, and the amount so paid, with interest at the rate set forth in
the note secured hereby, shall be added to and become a part of the debt secured in this
Deed of Trust.
7. This Deed of Trust and Promissory Note were executed and delivered to secure
monies advanced to the Grantor by the Beneficiary as or on account of a loan evidenced by
the Promissory Note, for the purpose of rehabilitating the property.
8. DUE ON SALE: The property described in this security instrument may not be sold or
transferred without the Beneficiary's consent. Upon breach of this provision, Beneficiary
may declare all sums due under the note and Deed of Trust immediately due and payable,
unless prohibited by applicable law.
9. NO FURTHER ENCUMBRANCES: As an express condition of Beneficiary making the
loan secured by this Deed of Trust, Grantor shall not further encumber, pledge, mortgage,
hypothecate, place any lien, charge or claim upon, or otherwise give as security the property
or any interest therein nor cause or allow by operation of law the encumbrance of the Trust
Estate or any interest therein without the written consent of a Beneficiary even though such
encumbrance may be junior to the encumbrance created by this Deed of Trust.
Encumbrance of the property contrary to the provisions of this provision shall constitute a
default and Beneficiary may, at Beneficiary's option, declare the entire balance of principal
and interest immediately due and payable, whether the same be created by Grantor or an
unaffiliated third party asserting a judgment lien, mechanic's or materialmen's lien or any
other type of encumbrance or title defect.
DEED OF TRUST - Page 3
Instrument Number: 20180823000693 Document:DT Rec: $148.00 Page -4 of 49
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B. IT IS MUTUALLY AGREED THAT:
1. In the event any portion of the property is taken or damaged in an eminent domain
proceeding, the entire amount of the award or such portion as may be necessary to fully
satisfy the obligation secured by this Deed of Trust shall be paid to Beneficiary to be applied
to said obligation.
2. By accepting payment of any sum secured by this Deed of Trust after its due date,
Beneficiary does not waive its right to require prompt payment when due of all other sums
so secured or to declare default for failure to so pay.
3. The Trustee shall reconvey, at the Grantor's sole expense, all or any part of the
property covered by this Deed of Trust to the person entitled thereto, on written request of
the Grantor and the Beneficiary, or upon satisfaction of the obligation secured and written
request for reconveyance made by the Beneficiary or the person entitled thereto.
4. Upon default by Grantor in the payment of any indebtedness secured by this Deed of
Trust or in the performance of any agreement contained in this Deed of Trust, all sums
secured hereby shall immediately become due and payable at the option of the Beneficiary
subject to any cure period provided in the note secured by this Deed of Trust. In such event
and upon written request of Beneficiary, Trustee shall sell the trust property, in accordance
with the Deed of Trust Act of the State of Washington, at public auction to the highest
bidder. Any person except Trustee may bid at Trustee's sale. Trustee shall apply the
proceeds of the sale as follows: (1) to the expense of the sale, including a reasonable
Trustee's fee and attorney's fee; (2) to the obligation secured by this Deed of Trust; and (3)
the surplus, if any, shall be distributed to the persons entitled thereto.
5. Trustee shall deliver to the purchaser at the sale its deed, without warranty, which
shall convey to the purchaser all right, title and interest in the real and personal property
which Grantor had or had the power to convey at the time of the execution of this Deed of
Trust, and such as Grantor may have acquired thereafter. Trustee's deed shall recite the
facts showing that the sale was conducted in compliance with all the requirements of law
and of this Deed of Trust, which recital shall be prima facie evidence of such compliance and
conclusive evidence thereof in favor of bona fide purchaser and encumbrancers for value.
6. The power of sale conferred by this Deed of Trust and by the Deed of Trust Act of the
State of Washington is not an exclusive remedy; Beneficiary may cause this Deed of Trust to
be foreclosed as a mortgage.
7. In the event of the death, incapacity, disability, or resignation of Trustee, or at the
discretion of the Beneficiary, Beneficiary may appoint in writing a successor trustee, and
upon the recording of such appointment in the mortgage records of the county in which this
DEED OF TRUST - Page 4
Instrument Number: 20180823000693 Document:DT Rec: $148.00 Page -5 of 49
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Deed of Trust is recorded, the successor trustee shall be vested with all powers of the
original trustee. The trustee is not obligated to notify any party hereto of pending sale
under any other Deed of Trust or of an action or proceeding in which Grantor, Trustee, or
Beneficiary shall be a party unless such action or proceeding is brought by the Trustee.
8. This Deed of Trust applies to, inures to the benefit of, and is binding not only on the
parties hereto, but on his/her/their heirs, devisees, legatees, administrators, executors, and
assigns. The term Beneficiary shall mean the holder and owner of the note secured hereby,
whether or not named as Beneficiary herein.
9. ADDITIONAL TERMS AND CONDITIONS: (check one)
a. ( ) None
b. (✓) As set forth on the Facade Improvement Agreement, attached hereto as Exhibit
B, which is incorporated by this reference.
(Note: If neither "a" nor "b" is checked, then option "a" applies.)
DEED OF TRUST - Page 5
Instrument Number: 20180823000693 Document:DT Rec: $148.00 Page -6 of 49
Record Date:8/23/2018 3:26 PM King County, WA
Grantor — 3rd and Williams, LLC
By
Khanh Cong Lu
Member, 3rd and Williams, LLC
By VLU,V�u i s 0
Hoa Lu -Vo
Member, 3rd and Williams, LLC
LLC/CORPORATE FORM OF ACKNOWLEDGMENT
Notary Seal must be within STATE OF o,--t-7rin-) ) SS
box
COUNTY OFi )
On this a day of , 20 -L -L-, before me
personally appeared: 44o,q W. -V0
Y, 0,4 tjk4 CoN6 1 u + to me known to be t��h,aD� c�L(-1
Q(� of (1'{(`{ SE g.S'"f -E. A10YVA �c4n-10 1�dged
the said instrument to be the free and voluntary act and
deed of said limited liability company/corporation, for the
uses and purposes therein mentioned, and each on oath
stated that he/she was authorized to execute said
instrument and that the seal affixed, if any, is the corporate
seal of said corporation.
Notary Pu'biic in and for the'State of W�-�I „o c, 7v vIj
Notary (Print) `t�-:,—) m r K o �-A t-7 l G -
My appointment expires: '�R --o 1- 1-7
Dated: - -'--> - t ---7
DEED OF TRUST - Page 6
Instrument Number: 20180823000693 Document:DT Rec: $148.00 Page -7 of 49
Record Date:8/23/2018 3:26 PM King County, WA
REQUEST FOR FULL RECONVEYANCE -Do not record. To be used only when note has been
paid.
TO: TRUSTEE
The undersigned is the legal owner and holder of the note and all other indebtedness secured
by the within Deed of Trust. Said note, together with all other indebtedness secured by said
Deed of Trust, has been fully paid and satisfied; and you are hereby requested and directed,
on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel
said note above mentioned, and all other evidences of indebtedness secured by said Deed of
Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey,
without warranty, to the parties designated by the terms of said Deed of Trust, all the estate
now held by you thereunder.
Dated:
DEED OF TRUST - Page 7
Instrument Number: 20180823000693 Document:DT Rec: $148.00 Page-8 of 49
Record Date:8/23/2018 3:26 PM King County, WA
ATTACHMENT A
LEGAL DESCRIPTION
Real property in the County of King, State of Washington, described as follows:
LOT 2, BLOCK 21, TOWN OF RENTON, ACCORDING TO THE PLAT THEREOF, RECORDED IN
VOLUME 1 PLATS, PAGE 135, IN KING COUNTY, WASHINGTON.
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ATTACHMENT B
FACADE IMPROVEMENT AGREEMENT
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FACADE IMPROVEMENT AGREEMENT CAG -17-002
DEVELOPER/OWNER
This Facade Improvement Agreement (the "Agreement") is made this 11 day of
11,&k,,,
_T 201_1 between 3rd and Williams, LLC ("Developer"), and the City of Renton („City"),
acting by and through the Department of Community and Economic Development (CED), having
its office at 1055 South Grady Way, Renton, Washington 98057, and is executed for the
purpose of providing funding to Developer through City's Fa4ade Improvement Loan Program
(the "Program") for the rehabilitation of the fagade of a building located at 306 Williams
Avenue South, Renton, Washington (the "Property").
IN CONSIDERATION OF DEVELOPER'S COMPLIANCE WITH THIS FACADE
IMPROVEMENT AGREEMENT, CITY AGREES TO PROVIDE DEVELOPER THE FOLLOWING
FUNDING FOR REHABILITATION OF PROPERTY:
A conditional loan not to exceed $45,000. The Program funding will be provided in the
form of a loan that will be forgiven following a five (5) -year period, beginning with the
recordation of a deed of trust but subject to certain provisions within this Agreement, and
provided that Developer is in compliance with the terms below, the Developer remains the
owner of the Property, the Property and the facade continue to be maintained, and insurance
and property taxes are paid and current. The source of loan funds is the City of Renton
Community Development Block Grant ("CDBG") funds.
DEVELOPER AGREES TO THE FOLLOWING TERMS AND CONDITIONS:
1. Use of Loan Funds. Developer shall use the loan proceeds for customary and
reasonable project specific expenses necessary for the rehabilitation of the fa4ade of the
building located on the Property, which will be used for commercial purposes. The loan funds
shall be used only for exterior improvements. The loan funds shall not be used for interior
rehabilitation or improvements that are not included in the approved architectural designs
related to the fagade renovation.
2. Budget. Developer agrees to adhere to the project budget, which is attached hereto
as Exhibit A and incorporated herein by reference in carrying out the rehabilitation project
described in this Agreement. Any line -item changes in the budget require submission of a
written budget amendment request to CED. If approved, CED will respond with a written letter
of approval to Developer, and will keep a record of the budget amendment on file.
3. Licensed Contractor Procurement.
A. Developer agrees to solicit a minimum of three (3) competitive quotes for the
fagade improvement work from general contractors licensed by the State of Washington.
1
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B. Developer is advised to develop written quoting instructions for invited
contractors to include in its record of evidence for the procurement process.
C. Developer shall ensure that there is no conflict of interest between the City and
the Developer's selected general contractor and subcontracting team, specifically in relation to
Section 17, Ethical Standards, of this Agreement.
D. Quotes shall be solicited solely for the Program eligible work. If non-fagade
(building interior) work is to be completed before, simultaneously, or following fagade work
funded through this loan, Developer shall delineate non-fagade improvements into a separate
contract.
E. In accordance with U.S. Department of Housing and Urban Development (HUD)
requirement A24 CFR 85.36 (b) (9), Developer agrees to provide evidence to the City to support
the significant history of the procurement action, including the rationale for the selected
method of procurement, the selection of the contract type, contractor selection or rejection,
and the basis for the contract price. City may request a copy of all quotes received and the
amount of each quote. Typically, the City would expect that Developer select the lowest most
responsive quoting contractor, taking into consideration contractor qualifications to sufficiently
complete work within budget and project timeline. An award should be made to the quoting
contractor whose quote is responsive to the solicitation and is most advantageous to the
Developer, price, quality and other factors considered.
4. Project Timetable. Developer shall complete the Project within the time frames
established within the project schedule listed below, unless the City approves an alternative
schedule, at the City's sole discretion:
#
Task
Deadline
Responsible Party(ies)
1
Environmental review complete.
December 1, 2016
King County
(expected)
Housing and
Community
Development (HCD)
2
a. Funding approval provided by
a. October 21, 2016
a. City
the City's Program Loan
b. October 21, 2016
b. City
Committee.
b. Funding commitment letter
provided to Developer.
3
Environmental Conditions and
No mitigation
Developer
Mitigation Measures, if any
measures are
required per King
County
2
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Record Date:8/23/2018 3:26 PM King County, WA
Environmental
Review Record
dated November 18,
2016.
4
Execute Agreement.
Following approval
City, Developer
of Agreement terms
by Developer and
City following
negotiations, and
approval of King
County HCD
following its review
of Agreement draft.
5
Submit loan package
No less than seven
City
(commitment letter and
(7) business days
executed Agreement with Loan
before loan closing.
Reimbursement Request Form
format and signed Promissory
Note and Deed of Trust) to King
County HCD.
6
Close loan.
No earlier than
City, Developer
seven (7) business
days following
submittal of loan
closing package to
King County HCD.
7
a. Complete quoting process
Prior to start of
a. Developer
and select general contractor.
construction.
b. Developer
b. Submit procurement action
records to City.
8
Execute construction contract(s).
Following selection
Developer
of general
contractor or
individual
contractors.
9
Hold pre -construction meeting to
Following execution
Developer (with
review project schedule and
of construction
contractor team(s)),
compliance with CDBG Program
contract(s) and prior
City, King County
Regulations (including federal
to issuance of
HCD
labor standards).
Notice to Proceed.
10
Issue Notice to Proceed.
Following pre-
City
construction
meeting and prior to
Instrument Number: 20180823000693 Document:DT Rec: $148.00 Page-13 of 49
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beginning
construction.
11
Install "Coming Soon" poster in
Following receipt of
Developer
building window with project
Notice to Proceed,
rendering, details, and funding
but prior to
source (City of Renton CDBG
beginning building
Program).
improvements.
12
Begin building improvements
Within 30 days
Developer
included within project budget
following execution
attached as Exhibit A.
of Agreement by
City and Developer.
13
Submit a completed Loan
No more often than
Developer
Reimbursement Request Form
every 30 days
with all supporting
(unless approved in
documentation for:
advance by CED),
costs claimed in the request
and within 45 days
(purchase orders, subcontractor
of start of
invoices, receipts), evidence of
construction.
payment of costs by Developer,
evidence of City inspections as
related to the items included in
the request, federally compliant
certified weekly payrolls of
construction activity, and
supporting documents for the
request period.
14
a. Complete review of Loan
a. Within 15 days of
a. City, King
Reimbursement Request
receipt of each
County HCD
Form and supporting
monthly
(labor
documentation, including
submittal by
compliance
requesting any missing or
Developer.
only)
corrected information needed
b. Within 30 days
b. City
to complete review and
of receipt of
approve payment.
each monthly
b. Remit reimbursement
submittal from
payment to Developer.
Developer.
15
a. Complete construction.
May 31, 2017
a. Developer
b. Record Deed of Trust.
b. City
16
a. Review and accept labor
June 2017
a. King County
standards.
HCD
b. Release retainage.
b. City
17
Complete and submit project
July 2017
City
funding report to King County
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5. Accomplishment of Work. Developer agrees to carry out the rehabilitation work
specified in this Agreement with all practical dispatch in a sound, economical, and efficient
manner. At its option, the City reserves the right to cancel and terminate the Agreement if
Developer fails or refuses to cause commencement of physical rehabilitation work on the
Property after a period of sixty (60) days from the date of execution of this Agreement, or if
Developer fails or refuses to complete such rehabilitation work within a reasonable time. The
City's failure to exercise its right to terminate this Agreement due to the Developer's failure or
refusal to cause commencement of or to complete the physical rehabilitation work on the
Property shall not be deemed a waiver thereof.
6. Records. For a period of six (6) years following completion of the improvements
specified in this Agreement, Developer agrees to keep the following records: all loan
documents; contracts; invoices; materials; personnel and payroll records; conditions of
employment; books of account; tenant leases; tenant income verifications; and any other
documentation pertinent to the construction of the Property, the occupancy and rental of the
Property, and the disposition of the loan proceeds. Developer shall permit City, HCD, HUD, the
Comptroller of the United States, and their designees to have full and free access to these
records for the purpose of making audits, examinations, excerpts, and transcriptions.
7. Security, Termination and Repayment.
A. Security /Termination. This conditional loan shall be evidenced by a Promissory
Note executed by Borrower (Exhibit B), and secured by a Personal Guarantee (Exhibit C) and a
Deed of Trust (Exhibit D) on the Property. The Deed of Trust shall be recorded in the Recorder's
Office for King County, Washington when project construction is complete; the final
reimbursement request is submitted and approved by the City and HCD; and the final loan
amount has been determined based upon the approved loan expenditures. Developer agrees
that City shall have the right to cancel or terminate the loan, and that the full amount of the
loan that has been paid out to the Developer by City shall be due and payable by the Developer
to City on demand if:
5
HCD.
18
Close project.
No later than
City, King County
September 2017
HCD
19
Submit annual reports on leasing
Once per year,
Developer
and occupancy status to CED.
starting six (6)
months after start of
construction and
every one year
anniversary of the
first report
thereafter for five
(5) years.
5. Accomplishment of Work. Developer agrees to carry out the rehabilitation work
specified in this Agreement with all practical dispatch in a sound, economical, and efficient
manner. At its option, the City reserves the right to cancel and terminate the Agreement if
Developer fails or refuses to cause commencement of physical rehabilitation work on the
Property after a period of sixty (60) days from the date of execution of this Agreement, or if
Developer fails or refuses to complete such rehabilitation work within a reasonable time. The
City's failure to exercise its right to terminate this Agreement due to the Developer's failure or
refusal to cause commencement of or to complete the physical rehabilitation work on the
Property shall not be deemed a waiver thereof.
6. Records. For a period of six (6) years following completion of the improvements
specified in this Agreement, Developer agrees to keep the following records: all loan
documents; contracts; invoices; materials; personnel and payroll records; conditions of
employment; books of account; tenant leases; tenant income verifications; and any other
documentation pertinent to the construction of the Property, the occupancy and rental of the
Property, and the disposition of the loan proceeds. Developer shall permit City, HCD, HUD, the
Comptroller of the United States, and their designees to have full and free access to these
records for the purpose of making audits, examinations, excerpts, and transcriptions.
7. Security, Termination and Repayment.
A. Security /Termination. This conditional loan shall be evidenced by a Promissory
Note executed by Borrower (Exhibit B), and secured by a Personal Guarantee (Exhibit C) and a
Deed of Trust (Exhibit D) on the Property. The Deed of Trust shall be recorded in the Recorder's
Office for King County, Washington when project construction is complete; the final
reimbursement request is submitted and approved by the City and HCD; and the final loan
amount has been determined based upon the approved loan expenditures. Developer agrees
that City shall have the right to cancel or terminate the loan, and that the full amount of the
loan that has been paid out to the Developer by City shall be due and payable by the Developer
to City on demand if:
5
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i. The rehabilitation construction is not carried out with reasonable diligence or is
discontinued at any time for any reason other than a Force Majeure event, not within the
control of either party, as described in Section 32(M) of this Agreement;
ii. Developer makes material changes in the scope of work or enters into another
contract or subcontract for work on the Property without the prior written approval of City;
iii. All Developer's principals die, become legally incapacitated, or otherwise
become legally unable to act before the completion of the construction;
iv. Developer abandons the Property; fails to keep insurance and taxes current;
fails to obtain permits; violates building code; or otherwise fails to maintain the fagade;
v. The sale, lease, or other transfer of any kind or nature of the Property before
the completion of the construction without the prior written consent of City, excluding (a)
creation of a purchase -money security interest for household appliances, or (b) a transfer by
devise, descent, or operation of law upon the death of a joint tenant;
vi. Developer defaults on any covenant; agreement; term; or condition of this
Agreement or any other agreement made between Developer and City; or
vii. Developer transfers ownership of the Property or discontinues the approved
use during the five (5) -year period after construction completion. However, Developer may
request City approval to use the Property for another eligible purpose.
Termination or cancellation shall be accomplished by mailing by certified mail or by
personally delivering written notice of termination to Developer at Developer's business
address, or to any other address that Developer has made known to City either personally or by
mail. Termination shall be effective on the date the notice is mailed or personally delivered to
Developer's address, regardless of whether the notice is actually received by Developer.
B. Repayment. Any payments are deferred to the end of loan term. No repayment
will be required if all terms are met and a determination has been made regarding loan
forgiveness (see next section).
C. Loan Forgiveness. The loan amount will be forgiven at the end of the term,
provided all Agreement requirements have been completed; the Developer is in good standing;
and the property continues to be maintained in accordance with the Program and Agreement
requirements, including (a) the Developer remains the owner of the building and property, (b)
remains current on City and County property taxes and fees, (c) maintains insurance on the
property in accordance with the terms of this Agreement, and (d) maintains the facade
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improvements funded through this Agreement and Developer's funds in good repair and free
from any accumulation of debris, graffiti, or waste materials, and takes all other actions
necessary to maintain and ensure the neat and clean appearance of the surrounding
streetscape area.
L In addition to the terms provided above regarding the loan amount being
forgiven at the end of the term, the Developer must also reach and maintain an acceptable
level of building occupancy of the Property. Upon completion of the facade improvements
funded through this Agreement and recordation of the Deed of Trust, Developer has sixty (60)
days to install tenants within one hundred percent (100%) of the building's commercial space
square footage.
Should the commercial space square footage not maintain one hundred percent
(100%) occupancy throughout the term of the Promissory Note, the Developer shall notify the
City immediately. The City, at its sole discretion, may then grant Developer a ninety (90) -day
grace period for Developer to show proof of active and aggressive efforts to obtain tenants for
the property to achieve one hundred percent (100%) occupancy, including but not limited to,
the engagement of a professional commercial brokerage firm. Proof of efforts to obtain tenants
may also include invoices for advertising, copies of advertisement runs, and any other proof of
active marketing of the Property. If the Developer has executed a lease(s) to reach one
hundred percent (100%) occupancy of the commercial space square footage during this grace
period, the City, at its sole discretion, may then grant Developer an additional ninety (90) -day
grace period to ensure that the tenant(s) occupy the space to achieve one hundred percent
(100%) occupancy. "Occupancy" refers to having an active business open to the public, or
tenant in the case of mixed use properties. Use of the building for storage does not qualify as
occupancy.
After the initial sixty (60) -day period and expiration of any grace periods that
have been granted by the City during the term of the Promissory Note, if the commercial space
square footage is not one hundred percent (100%) occupied, or any of the other terms for loan
forgiveness under this section have not been met, Developer will be notified that the loan shall
become immediately due and payable.
ii. Developer shall submit a request to the CED for each identified tenant for an
acknowledgement that the tenant generally meets the intent of the Program Guidelines
subsection entitled "Project Impact & Public Benefit" under "Application Evaluation".
8. Term.
A. This Agreement shall be effective until Developer has well and truly performed all
the terms and conditions of this Agreement and any other agreement made between
Developer and the City.
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B. All activities specified in Section 4 of this Agreement shall begin and be completed
within the timeframes provided, unless the City approves any changes, at the City's sole
discretion.
C. The date of total forgiveness shall be five (5) years after the recordation of the
Deed of Trust, estimated to be around May 31, 2022, provided Developer has paid all other
sums, with interest, advanced to protect the security of the Deed of Trust, and complied with
all covenants and agreements.
9. Architectural Drawings and Specifications/Design Standards. The fagade
improvements shall be based upon the fagade (exterior improvement) drawings dated October
14, 2016 and November 15, 2016, attached as Exhibit E, and any subsequent comments
provided by the City of Renton through its building permitting process.
A. To be left blank.
B. All work shall be performed by qualified contractors in accordance with industry
standards, local codes, ordinances, permit and inspection requirements, and both local and
federal requirements related to accessibility for persons with disabilities.
C. Any finishes proposed at the ground level that may be accessible to humans are
subject to an anti -graffiti coating being applied to ensure easy removal of graffiti. The
recommended product for this purpose is found at the following link: https://www.sherwin-
williams.com/painting-contractors/business-builders/paint-technology-and-application/sw-
article-pro-antigraffiticoa.html. Alternative products may be considered, but shall be
submitted to the CED for review and approval prior to application of the coating.
D. Any specific signs and storefront treatments (interior and exterior) that are
proposed for the building as tenants are identified, during the effective period of this
Agreement, shall be submitted to CED for review and approval prior to permitting by the City,
manufacture, and installation.
10. Environmental Review. King County HCD has provided an Environmental Review
Record signed November 18, 2016, indicating that the subject project has been determined to
be exempt per Section 58.34(a)(12) and has therefore received satisfactory environmental
clearance. The record indicates that since the project in compliance with all Section 58.5
regulations, mitigation measures are not required for this project.
11. Permitting. Developer shall obtain all permits necessary from the City or other
applicable jurisdictions to construct the approved project improvements.
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12. Financial Requirements.
A. Matching Funds. Developer shall match, as a condition of receiving funds
pursuant to this Agreement, at a minimum, the amount of the loan in this Agreement. The
matching funds must be spent on the approved exterior project improvements. Developer shall
provide evidence of payment from matching funds with each request for reimbursement.
B. Financial Capacity.
i. Developer shall provide financial information confirming that it has the
capacity to provide matching funds, including, but not limited to, credit history, mortgage
verification, business and personal tax returns, reviewed or audited business financial
statements (if applicable), and evidence of matching funds (bank statement or similar if
personal funds or loan documents if debt).
ii. Developer shall at all times remain current on all property taxes, mortgages
and insurance.
13. Fees and Closing Costs.
A. Developer shall pay a Loan Origination Fee of one hundred fifty dollars ($150) or
one quarter of one percent (0.25%) of the actual loan amount, whichever is greater. The fee
cannot be paid out of City loan proceeds.
B. Developer shall pay fifty percent (50%) of actual closing costs, including any legal
fees.
14. Loan Closing. A loan closing shall be scheduled once all requisite documents have
been prepared. As part of the closing process, the City shall provide the following materials to
HCD no less than seven (7) days business days before the scheduled loan closing:
A. Copy of executed commitment letter;
B. Copy of the signed loan Agreement; and
C. Loan Reimbursement Request Form.
15. Disbursements.
A. All financial assistance shall be provided on a reimbursement basis as the project
is under construction.
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B. Developer may request reimbursement of funds for reasonable expenses incurred
during the fagade improvement work.
C. Reimbursement requests may not be submitted more frequently than every thirty
(30) days, unless approved in advance by CED.
D. City reserves the right to retain up to ten percent (10%) of funds available per
reimbursement request until work is inspected and certified complete at completion of entire
project.
E. Disbursement of funds shall be contingent upon Developer's and its contractor's
compliance with federal regulations related to funding, including any applicable federal labor
standards.
F. Payment of each reimbursement request is contingent upon:
i. Completion of agreed upon project improvements identified in Exhibit E and
this Agreement and for which the reimbursement request intends to cover, and all applicable
City inspections have been approved.
ii. HCD staff has verified that all federal labor requirements, HUD Section 3
requirements, and other regulatory requirements have been met prior to approving any
payment by the City on the project.
a. HCD shall be the recipient of federally compliant certified weekly payrolls
of construction activity and supporting documents for labor compliance. Upon review and
approval of said documents, HCD shall approve payment.
b. Payment shall be withheld by the City for any costs by the general
contractor or subcontractors that are out of compliance.
G. For each reimbursement request, the Developer shall submit a completed "Loan
Reimbursement Request Form" (Exhibit G) to indicate all project costs for that request period's
work, and indicating costs to be reimbursed by the City and those to be paid from Developer's
matching funds during that request period. For each request form submitted, the Developer
shall provide all supporting documentation for costs claimed in the request. Supporting
documentation for costs claimed includes, but is not limited to, purchase orders and
subcontractor invoices. The Developer shall also submit evidence of payment for costs included
in each request.
H. Upon Developer's submittal of any completed Loan Reimbursement Request
Form and all necessary supporting documentation, the City shall work with NCD to complete a
timely review and approve payment. The City will seek to remit reimbursement payments to
the Developer within thirty (30) days of receipt of the Developer's reimbursement requests,
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pending Developer's cooperation in submitting any missing or corrected information requested
by the City or HCD.
16. Default.
A. Developer shall be considered in default and the balance of financial assistance
shall be immediately due and payable upon: 1) failure of the borrower to retain ownership of
the property for the duration of the forgivable loan; 2) failure to properly maintain the facade
after improvements are completed; 3) becoming delinquent in paying city and county property
taxes and fees; 4) failure to maintain property insurance listing the City of Renton as an
Additionally Insured; 5) failure to operate in compliance with all applicable local, state, and
federal codes, laws, and regulations; or 6) in the event of breach of this Agreement.
B. Remedies of Default. In the event of default, the City may exercise any
combination of the remedies available to it with respect to the security agreements. The City
may take whatever action at law, or in equity, as may appear necessary or desirable to collect
any outstanding balance or to enforce the performance and observation of any other obligation
or agreement of the Developer.
17. Ethical Standards. Developer takes notice of and represents that it is not in violation
of, or has not participated and will not participate in, the violation of any of the following
ethical standards prescribed by Title I, Chapter 6 of the Renton Municipal Code (Code of Ethics),
including, but not limited to the following:
RMC 1-6-4 Acceptance of Gifts:
No public official shall receive, accept, take, seek, or solicit, directly or indirectly,
anything of economic value as a gift, gratuity, or favor, from any person if such public official
has reason to believe the donor would not grant or give such gift, gratuity, or favor, but for such
public official's office or position within the City of Renton.
No public official shall receive, accept, take, seek, or solicit, whether directly or
indirectly, anything of economic value as a gift, gratuity, or favor, from any person or from any
officer or director of such person if such public official has reason to believe such person:
A. Has, or is seeking to obtain contractual or other business or financial relationship
with the City of Renton; or
B. Conducts operations or activities which are regulated by the City Council, its
committees or any board or commission of the City of Renton; or
C. Has interests which may be substantially affected by such public official's
performance or nonperformance of his or her official duty.
RMC 1-6-5 Interest in Contracts Prohibited; Exceptions:
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No public official shall be beneficially interested, directly or indirectly, in any
contract which may be made by, through, or under the supervision or direction of such public
official, in whole or in substantial part, or which may be made for the benefit of his office, or
accept, directly or indirectly, any compensation, gratuity or reward in connection with such
contract from any other person beneficially interested therein. The foregoing shall not apply to
the exceptions specified in RCW 42.23.030 which are incorporated herein as if fully set forth.
Remote Interest: A public official shall not be deemed to be interested in a contract as specified
in the immediately preceding paragraph if he has only a remote interest in the contract and if
the fact and extent of such interest is disclosed to the governing body of the City of Renton of
which he is a member and noted in the official minutes or similar records of the City prior to the
consummation of the contract, and thereafter the governing body authorizes, approves or
ratifies the contract in good faith by a vote of its membership sufficient for the purpose without
counting the vote or votes of the public official having a remote interest therein.
RMC 1-6-6 Incompatible Service; Confidential Information:
No elected public official shall engage in or accept private employment or render
services for any person or engage in any business or professional activity when such
employment, service or activity is incompatible with the proper and faithful discharge of his
official duties as such elected official, or when it would require or induce him to disclose
confidential information acquired by him by reason of his official position. No such official shall
disclose confidential information gained by reason of his official position, nor shall he otherwise
use such information for his personal gain or benefit.
RMC 1-6-7 Personal or Private Interests:
Every elected public official who has a financial or other private or personal interest
in any ordinance, resolution, contract, proceeding, or other action pending before the City
Council or any of its committees, shall promptly disclose such interest at the first public
meeting when such matter is being considered by the City Council, on the records of the official
Council minutes, the nature and extent of such personal or private interest and same shall be
incorporated in the official minutes of the City Council proceedings. Such disclosure shall
include, but not be limited to, the following information which shall be submitted in writing by
such Councilman, sworn to under penalty of perjury, to -wit:
A. The name and address of any private business corporation, firm or enterprise
affected by such councilmanic action of which the Councilman or other elected public official is
or has been during the preceding twelve (12) months a shareholder, bond holder, secured
creditor, partner, joint entrepreneur or sole proprietor, whenever the total value of his
individual or undivided legal and equitable financial interest therein is and at any time during
the preceding twelve (12) months has been in excess of one thousand five hundred dollars
($1,500.00).
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B. The name of any such private business or corporation, firm or enterprise of which
such elected public official or his relatives are or have been during the preceding twelve (12)
months as officer, director, partner, attorney, agent, or employee, who, for services rendered
during such preceding twelve (12) months or to be rendered in any such capacity, has received
or has been promised compensation in excess of one thousand five hundred dollars
($1,500.00).
C. Every office or directorship held by such elected public official or his spouse in any
corporation, partnership, sole proprietorship or like business enterprise, which conducts its
business activities within the boundaries of the Renton School District and which is subject to
any regulation or control by the City of Renton, and from which such elected public official has
received compensation or has been promised compensation during the preceding twelve (12)
month period in excess of one thousand five hundred dollars ($1,500.00), or services; or any
other thing of value in excess of said amount.
D. A list containing a correct legal description of any and all real property located
within the City limits of Renton in which any such elected public official has any interest
whatsoever, as owner, purchaser, optionee, optionor, or any other proprietary interest,
acquired during the preceding twelve (12) month period whenever such proprietary interest is
in excess of one thousand five hundred dollars ($1,500.00). This subsection shall not apply to
the residence home of such official.
The foregoing provisions shall not apply to policies of life insurance issued to such
public official or his spouse or members of his family, accounts in any commercial bank, savings
and loan association or credit unions, or similar financial institutions subject to regulation by
the State of Washington or any other governmental agency having jurisdiction thereover.
Any such elected public official who is disqualified by reason of such personal,
private or similar conflict of interest in any matter as hereinabove defined, shall, after having
made the required disclosure as herein set forth, remove himself from his customary seat
during such debate and, by permission of the presiding officer, leave the Council chamber until
such time as the matter at hand, from which such public official has been disqualified, has been
disposed of in the regular course of business.
18. Indemnification of City. Developer shall indemnify, defend and hold harmless
Renton, its elected officials, officers, agents, employees and volunteers, from and against any
and all claims, losses or liability, or any portion of the same, including but not limited to
reasonable attorneys' fees, legal expenses and litigation costs, arising from injury or death to
persons, including injuries, sickness, disease or death of Developer's own employees, agents
and volunteers, or damage to property caused by Developer's negligent act or omission, except
for those acts caused by or resulting from a negligent act or omission by Renton and its officers,
agents, employees and volunteers.
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Should a court of competent jurisdiction determine that this agreement is subject to
RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement, etc., of structure or improvement attached to real
estate...) then, in the event of liability for damages arising out of bodily injury to persons or
damages to property caused by or resulting from the concurrent negligence of Developer and
Renton, its officers, officials, employees and volunteers, Developer's liability shall be only to the
extent of Developer's negligence.
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Developer's waiver of immunity under the Industrial Insurance Act,
RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually
negotiated and agreed to this waiver. The provisions of this section shall survive the expiration
or termination of this Agreement.
Claims shall include, but not be limited to, assertions that use or transfer of software,
book, document, report, film, tape, or sound reproduction, or material of any kind, delivered
hereunder, constitutes an infringement of any copyright, patent, trademark, trade name and/or
otherwise results in unfair trade practice.
Developer agrees not to perform any acts that include use or transfer of software, book,
document, report, film, tape, or sound reproduction, or material of any kind, delivered
hereunder, that constitutes an infringement of any copyright, patent, trademark, trade name
and/or otherwise results in unfair trade practice. Developer agrees to indemnify the City for any
harm resulting from unfair trade practices.
The provisions in this section shall survive the termination and/or duration of the
contract tern.
Nothing contained within this provision shall affect and/or alter the application of any
other provision contained within this Contract.
The indemnification, protection, defense and hold harmless obligations contained
herein shall survive the expiration, abandonment or termination of this Contract.
19. Joint Agreement Provisions.
The amended "King County Housing and Community Development Contract — 2014"
("Joint Agreement") with the City contains several provisions that the City is responsible for
monitoring or implementing should it utilize CDBG federal funds for projects, such as the
project covered through this Agreement. As this Agreement meets the definition of
"subcontract" as defined in the Joint Agreement, certain applicable provisions must be included
in this Agreement, and the Developer shall be responsible for monitoring and implementing
them with oversight by the City. The provisions (verbatim from the Joint Agreement) follow in
this Agreement (Sections 20 to 29), with the Joint Agreement section references noted to
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identify them. References to "Contractor" are intended to be the City. For purposes of this
Agreement, the Developer would replace the City within some provisions. There may be
provisions included that are not applicable to the Developer. Developer should consult City and
HCD where necessary.
20. Not-for-profit Corporations. (Section V.G of Joint Agreement) If the Contractor is a
not-for-profit corporation, costs for which the Contractor requests reimbursement shall comply
with, unless otherwise provided in the Project/Program Exhibit(s), the policies, guidelines and
requirements of 2 CFR Part 230, "Cost Principles for Non -Profit Organizations," and the sections
of 24 CFR Part 84, Uniform Administrative Requirements for Grants and Agreements with
Institutions of Higher Education, Hospitals, and Other Non -Profit Organizations, identified at 2
CFR Part 215 and 24 CFR § 570.502 (b), Applicability of Uniform Administrative Requirements.
21. Program Income. (Section V.I of Joint Agreement) The Contractor shall report all
CDBG and HOME Program Income, as defined in 24 CFR § 92.2, 92.503 and 570.504(c) and in
the ICAs, generated under this Contract for the purposes specified herein or generated through
the project(s) funded under this Contract. Program income is to be reported to the County.
Program income shall be returned to the County unless the County specifies that it may be
retained by the Contractor. If the County authorizes the Contractor to retain the Program
Income to continue or benefit a project(s), the Contractor shall comply with all provisions of
this Contract in expending the funds. This duty to repay the County shall not be diminished or
extinguished by the prior termination of the Contract pursuant to Section II. Duration of
Contract or Section XV. Termination.
22. Hold Harmless And Indemnification. (Section XVII of Joint Agreement)
A. Contractor is an Independent Contractor. In providing services under this
Contract, the Contractor is an independent contractor and neither it, nor its officers, agents or
employees, are employees of the County for any purpose. The Contractor shall be responsible
for all federal and/or state tax, industrial insurance, and Social Security liability that may result
from the performance of and compensation for these services and shall make no claim of
career service or civil service rights which may accrue to a County employee under state or local
law.
The County assumes no responsibility for the payment of any compensation, wages,
benefits or taxes by, or on behalf of, the Contractor, its employees, and/or others by reason of
this Contract. The Contractor shall protect, indemnify, and hold harmless the City, its officers,
agents and employees from and against any and all claims, costs, and/or losses whatsoever
occurring or resulting from:
1. The Contractor's failure to pay any such compensation, wages, benefits or
taxes; and/or
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2. The supplying to the Contractor of work, services, materials or supplies by
Contractor employees or other suppliers in connection with or support of the performance of
this Contract.
B. Contractor Agreement to Repay. The Contractor further agrees that it is financially
responsible for and shall repay the County all indicated amounts following an audit exception
that occurs due to the negligence, intentional act, and/or failure, for any reason, to comply with
the terms of this Contract by the Contractor, its officers, employees, agents, and/or
representatives. This duty to repay the County shall not be diminished or extinguished by the
prior termination of the Contract pursuant to the Duration of Contract or the Termination
Sections.
C. Contractor Indemnification of County.
1. The Contractor shall protect, defend, indemnify, and hold harmless the
County, its officers, employees and agents, from and against any and all costs, claims,
judgments and/or awards of damages, arising out of, or in any way resulting from, the
negligent acts or omissions of the Contractor, its officers, employees, contractors,
subcontractors and/or agents, in its performance and/or non-performance of its obligations
under this Contract. The Contractor agrees that its obligations under this subparagraph extend
to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees
or agents. For this purpose, the Contractor, by mutual negotiation, hereby waives, as respects
to the County only, any immunity that would otherwise be available against such claims under
the industrial insurance provisions of RCW, Title 51. In the event the County incurs any
judgment, award and/or cost arising there from including attorneys' fees to enforce the
provisions of this article, all such fees, expenses, and costs shall be recoverable from the
Contractor. To the extent that a Contractor subcontractor fails to satisfy its obligation to
defend and indemnify King County, as detailed in Section XVII. Hold Harmless and
Indemnification, the Contractor shall protect, defend, indemnify and hold harmless King
County, its officers, employees, and agents from any and all costs, claims, judgments, and/or
awards or damages arising out of, or in any way resulting from the negligent act or omissions of
the Contractor's contractor/subcontractor, its officers, employees, and/or agents in connection
with in or support of this Contract.
2. Claims shall include, but not be limited to, assertions that use or transfer of
software, book, document, report, film, tape, or sound reproduction, or material of any kind,
delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade
name and/or otherwise results in unfair trade practice.
3. The Contractor agrees not to perform any acts that include use or transfer of
software, book, document, report, film, tape, or sound reproduction, or material of any kind,
delivered hereunder, that constitutes an infringement of any copyright, patent, trademark,
trade name and/or otherwise results in unfair trade practice. The Contractor agrees to
indemnify the County for any harm resulting from unfair trade practices.
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4. The provisions in this section shall survive the termination and/or duration of
the contract tern.
5. Nothing contained within this provision shall affect and/or alter the
application of any other provision contained within this Contract.
6. The indemnification, protection, defense and hold harmless obligations
contained herein shall survive the expiration, abandonment or termination of this Contract.
23. Insurance Requirements -General. (Section XVIII of Joint Agreement)
A. Insurance Required. By the date of execution of this Contract, the Contractor shall
procure and maintain for the duration of this Contract, insurance against claims for injuries to
persons or damages to property which may arise from, or in connection with, the performance
of work hereunder by the Contractor, its agents, representatives, employees and/or
contractor/subcontractors. The Contractor or contractor/subcontractor shall pay the costs of
such insurance. The Contractor shall furnish separate certificates of insurance and policy
endorsements from each contractor/subcontractor as evidence of compliance with the
insurance requirements of this Contract.
The Contractor is responsible for ensuring compliance with all of the insurance
requirements stated herein. Failure by the Contractor, its agents, employees, officers,
contractor/subcontractors, providers and/or provider subcontractors to comply with the
insurance requirements stated herein shall constitute a material breach of this Contract.
Each insurance policy shall be written on an "occurrence" form; except that
insurance on a "claims made" form may be acceptable with prior County approval. If coverage
is approved and purchased on a "claims made" basis, the Contractor warrants continuation of
coverage, either through policy renewals or the purchase of an extended discovery period, if
such extended coverage is available, for not less than three years from the date of Contract
termination, and/or conversion from a "claims made" form to an "occurrence" coverage form.
Nothing contained within these insurance requirements shall be deemed to limit the
scope, application and/or limits of the coverage afforded by said policies, which coverage will
apply to each insured to the full extent provided by the terms and conditions of the policy(s).
Nothing contained in this provision shall affect and/or alter the application of any other
provision contained within this Contract.
B. Risk Assessment by Contractor. By requiring such minimum insurance, the County
shall not be deemed or construed to have assessed the risks that may be applicable to the
Contractor under this Contract, nor shall such minimum limits be construed to limit the limits
available under any insurance coverage obtained by the Contractor. The Contractor shall assess
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its own risks and, if it deems appropriate and/or prudent, maintain greater limits and/or
broader coverage.
C. Minimum Scope of Insurance. Coverage shall be at least as broad as the following:
1. General Liability. Insurance Services Office form number (CG 00 01) covering
COMMERCIAL GENERAL LIABILITY.
2. Professional Liability, Errors and Omissions Coverage. In the event that
services delivered pursuant to this Contract either directly or indirectly involve or require
professional services, Professional Liability, Errors and Omissions coverage shall be provided.
"Professional Services", for the purpose of this Contract section, shall mean any services
provided by a licensed professional or those services that require a professional standard of
care.
3. Automobile Liability. Insurance Services Office form number (CA 00 01)
covering BUSINESS AUTO COVERAGE, symbol 1 "any auto"; or the appropriate coverage
provided by symbols 2, 7, 8, or 9.
4. Workers' Compensation. Workers' Compensation coverage, as required by the
Industrial Insurance Act of the State of Washington, as well as any similar coverage required for
this work by applicable federal or "Other States" state law.
5. Stop Gap/Employers Liability. Coverage shall be at least as broad as the
protection provided by the Workers' Compensation policy Part 2 (Employers Liability) or, in
states with monopolistic state funds, the protection provided by the "Stop Gap" endorsement
to the general liability policy.
6. Property Insurance. Insurance Services Office form number (CP 00 10)
covering BUILDING AND PERSONAL PROPERTY COVERAGE and Insurance Services Office form
number (CP 10 30) CAUSES OF LOSS- SPECIAL FORM or project appropriate equivalent.
7. National Flood Insurance. The use of CDBG and HOME funds for acquisition or
construction purposes in identified special flood hazard areas shall be subject to Contractor
mandatory purchase of flood insurance as required by Section 102(a) of the Flood Disaster
Protection Act of 1973 (Pub L. 93-237).
8. Builder's Risk/Installation Floater. The Contractor shall procure and maintain
during the life of the Contract, or until acceptance of the project by King County, whichever is
longer, "All Risk" Builders Risk Insurance at least as broad as ISO form number CP0020 (Builders
Risk Coverage Form) with ISO form number CP0030 (Causes of Loss -Special Form) including
coverage for collapse, theft and property in transit. The coverage shall insure for direct physical
loss to property of the entire construction project, for one hundred percent of the replacement
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value thereof. The policy shall be endorsed to cover the interests, as they may appear, of King
County, Owner, Contractor and subcontractors of all tiers with King County listed as a loss
payee.
D. Minimum Limits of Insurance -Capital Projects. The Contractor Developer shall
maintain limits no less than the following:
1. Commercial General Liability: $1,000,000 combined single limit per occurrence
by bodily injury, personal injury, and property damage; and for those policies with aggregate
limits, a $2,000,000 aggregate limit.
2. Professional Liability, Errors, and Omissions $1,000,000 Per Claim and in the
Aggregate.
3. Automobile Liability: $1,000,000 combined single limit per accident for bodily
injury and property damage if the use of motor vehicles is contemplated.
4. Workers' Compensation: Statutory requirements of the state of residency.
5. Stop Gap /Employers Liability: $1,000,000.
6. Property Insurance: One hundred percent replacement value of funded
structure.
E. Minimum Limits of Insurance -Building Construction Period. Prior to
commencement of building construction and until construction is complete and approved by
the Contractor, the Contractor shall cause the construction contractor and related professionals
to procure and maintain Insurance against claims for injuries to persons or damages to property
which may arise from, or in connection with the activities related to this Contract. The
Contractor and County shall be named as additional insureds on liability policies except
Workers Compensation and Professional Liability, and as Named Insureds on Builders Risk
policies. The cost of such insurance shall be paid by the Contractor and/or any of the
Contractor's contractors/subcontractors. The Contractor shall maintain limits no less than the
following:
1. Commercial General Liability: $1,000,000 combined single limit per occurrence
for bodily injury, personal injury and property damage and $2,000,000 in the aggregate.
2. Automobile Liability: $1,000,000 combined single limit per accident for bodily
injury and property damage.
Aggregate.
3. Professional Liability, Errors & Omissions: $1,000,000 Per Claim and in the
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4. Builder's Risk Insurance: One hundred percent replacement cost value.
5. Workers Compensation: Statutory requirements of the State of residency.
6. Stop Gap or Employers Liability Coverage: $1,000,000.
F. Minimum Limits of Insurance -Services Agreements: The Contractor shall maintain
limits no less than the following:
1. Commercial General Liability: $1,000,000 combined single limit per occurrence
for bodily injury, personal injury and property damage and $2,000,000 in the aggregate.
2. Automobile Liability: $1,000,000 combined single limit per accident for bodily
injury and property damage.
Aggregate.
3. Professional Liability, Errors & Omissions: $1,000,000 Per Claim and in the
4. Workers Compensation: Statutory requirements of the State of Residency.
5. Stop Gap or Employers Liability Coverage: $1,000,000.
Paragraphs G, H, I, J, K and L below apply to Capital Projects, Construction Projects
and Services Contracts.
G. Deductibles and Self -Insured Retentions. Any deductibles or self-insured
retentions must be declared to, and approved by, the County. The deductible and/or self-
insured retention of the policies shall not apply to the Contractor's liability to the County and
shall be the sole responsibility of the Contractor.
H. Other Insurance Provisions. The insurance policies required in this Contract are to
contain, or be endorsed to contain, the following provisions:
1. All Liability Policies except Professional and Workers Compensation.
a. The County, its officers, officials, employees, and agents are to be covered
as additional insureds as respects liability arising out of activities performed by or on behalf of
the Contractor in connection with this Contract. Such coverage shall include Products -
Completed Operations.
b. To the extent of the Contractor's negligence, the Contractor's insurance
coverage shall be primary insurance as respects the County, its officers, officials, employees,
and agents. Any insurance and/or self-insurance maintained by the County, its officers, officials,
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employees, or agents shall not contribute with the Contractor's insurance or benefit the
Contractor in any way.
c. The Contractor's insurance shall apply separately to each insured against
whom claim is made and/or lawsuit is brought, except with respect to the limits of the insurer's
liability.
2. Property Coverage Policies.
a. The County shall be added to all Property Coverage Policies as a loss payee
as its interests may appear.
b. The County shall be added as a Named Insured as its interests may appear
to all Builders Risk policies.
3. All Policies. Coverage shall not be suspended, voided, canceled, reduced in
coverage or in limits, except by the reduction of the applicable aggregate limit by claims paid,
until after 30 days prior written notice has been given to the County.
I. Acceptability of Insurers. Unless otherwise approved by the County, insurance is to
be placed with insurers with a Bests' rating of no less than A: VIII, or, if not rated with AM Bests,
with minimum surpluses the equivalent of AM Bests' surplus size Vlll.
Professional Liability, Errors, and Omissions insurance may be placed with insurers
with AM Bests' rating of B+VII. Any exception must be approved by the County.
If, at any time, the foregoing policies shall fail to meet the above requirements, the
Contractor shall, upon notice to that effect from the County, promptly obtain a new policy, and
shall submit the same to the County, with appropriate certificates and endorsements, for
approval.
J. Verification of Coverage. The Contractor shall furnish the County with certificates
of insurance and endorsements required by this Contract. The certificates and endorsements
for each insurance policy are to be signed by a person authorized by that insurer to bind
coverage on its behalf. The certificates and endorsements for each insurance policy are to be
on forms approved by the County prior to the commencement of activities associated with the
Contract The County reserves the right to require complete, certified copies of all required
insurance policies at any time.
If the Agency/Contracting Party is a Municipal Corporation or an agency of the State
of Washington and is a member of the Washington Cities Insurance Authority (WCIA) or any
other self-insurance risk pool, a written acknowledgement/certification of current membership
will be attached to the Agreement as Exhibit I and satisfies the insurance requirements
specified above.
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K. Subcontractors. The Contractor shall include all subcontractors as insureds under
its policies or shall require separate certificates of insurance and policy endorsements from
each subcontractor. If the Contractor is relying on the insurance coverages provided by
subcontractors as evidence of compliance with the insurance requirements of this Contract,
then such requirements and documentation shall be subject to all of the requirements stated
herein.
L. Municipal or State Contractor Provisions. If the Contractor is a municipal
corporation or a Contractor of the state of Washington and is self -Insured for any of the above
insurance requirements, a certification of self-insurance shall be provided for the self-insured
requirements and attached hereto and be incorporated by reference and shall constitute
compliance with this Section. If the certificate of self-insurance does not cover all mandatory
requirements, the Contractor shall provide separate certificates and endorsements that
document coverage.
24. Nondiscrimination and Equal Employment Opportunity. (Section XIX of Joint
Agreement)
A. Equal Benefits to Employees with Domestic Partners
To the extent prohibited by KCC Chapter 12.19, King County's "Equal Benefits" (EB)
ordinance, and related administrative rules adopted by the County Executive, as a condition of
a competitive award of a contract valued at $25,000 or more, non-public Contractors agree not
to discriminate in the provision of employee benefits between an employees with spouses,
employees with domestic partners or employees who reside with legally domiciled members of
households during the performance of this Contract. Failure to comply with this provision shall
be considered a material breach of this Contract, and may subject the Contractor to
administrative sanctions and remedies for breach.
When a competitively awarded contract is valued at $25,000 or more, the
Contractor shall complete a Worksheet and Declaration form for County review and acceptance
prior to Contract execution. The EB Compliance forms, KCC Chapter 12.19, and related
administrative rules are incorporated herein by reference. They are also available online at:
http://www.kingcounty.gov/operations/procurement/Services/Equal Benefits.aspx
B. Nondiscrimination in Employment Provision of Services
To the extent prohibited by KCC Chapter 12.16 or 12.17, during the performance of
this Contract, neither the Contractor nor any party subcontracting under the authority of this
Contract shall discriminate or tolerate harassment on the basis of sex, race, color, marital
status, national origin, religious affiliation, disability, sexual orientation, gender identity or
expression or age except by minimum age and retirement provisions, unless based upon a bona
fide occupational qualification.
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C. Nondiscrimination in Subcontracting Practices
To the extent prohibited by KCC Chapter 12.16 or 12.17, during the term of this
Contract, the Contractor shall not create barriers to open and fair opportunities to participate
in County contracts or to obtain or compete for contracts and subcontracts as sources of
supplies, equipment, construction and services. In considering offers from and doing business
with subcontractors and suppliers, the Contractor shall not discriminate against any person
because of their sex, race, color, marital status, national origin, religious affiliation, disability,
sexual orientation, gender identity or expression or age except by minimum age and retirement
provisions, unless based upon a bona fide occupational qualification.
D. Compliance with Laws and Regulations
The Contractor shall comply fully with all applicable federal, state and local laws,
ordinances, Presidential Executive Orders and regulations that prohibit discrimination, to the
extent applicable. These laws include, but are not limited to, RCW Chapter 49.60, Titles VI and
VII of the Civil Rights Act of 1964, the American with Disabilities Act, and the Restoration Act of
1987. In addition, King County Code chapters 12.16, 12.17 and 12.18 are incorporated herein
by reference and the requirements in these code chapters shall specifically apply to this
contract, to the full extent applicable. The Contractor shall further comply fully with any equal
opportunity requirements set forth in any federal regulations, statues or rules included or
referenced in the contract documents.
E. Small Contractors and Suppliers and Minority and Women Business Enterprises
Opportunities
King County encourages the Contractor to utilize small businesses, including Small
Contractors and Suppliers (SCS), as defined below, and minority-owned and women -owned
business enterprises certified by the Washington State Office of Minority and Women's
Business Enterprises (OMWBE) in County contracts. The County encourages the Contractor to
use the following voluntary practices to promote open competitive opportunities for small
businesses, including SCS firms and minority-owned and women -owned business enterprises.
1. Inquire about King County's Contracting Opportunities Program. King County
has established a Contracting Opportunities Program to maximize the participation of SCS in the
award of King County contracts. The Program is open to all SCS firms certified by King County
Business Development and Contract Compliance (BDCC). As determined by BDCC and identified
in the solicitation documents issued by the County, the Program or for which the Contractor
elected not to participate in the Program during the solicitation stage, the Contractor is still
encouraged to inquire voluntarily about available firms. Program materials, including
application forms and a directory of certified SCS firms, are available at the following website
address: http://www.kingcounty.gov/bdcc
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The term "Small Contractors and Suppliers" (SCS) means that a business and the
person or persons who own and control it are in a financial condition which puts the business at
a substantial disadvantage in attempting to compete for public contracts. The relevant financial
condition for eligibility under the Program is set at fifty percent of the Federal Small Business
Administration (SBA) small business size standards using the North American Industry
Classification System and Owners' Personal Net Worth less than $750,000 dollars.
2. Contact OMWBE to obtain a list of certified minority-owned and women -
owned business enterprises by visiting their website at http://www.omwbe.wa.gov/or by Toll
Free telephone (866)208-1064.
3. Use the services available community organizations, consultant groups, local
assistance offices, the County, and other organizations that provide assistance in the
recruitment and placement of small businesses, including SCS firms and minority-owned and
women -owned business enterprises.
F. Equal Employment Opportunity Efforts
The Contractor shall undertake equal employment opportunity efforts to ensure
that applicants and employees are treated, without regard to their sex, race, color, marital
status, national origin, religious affiliation, disability, sexual orientation, gender identity or
expression or age. The Contractor's equal employment opportunity efforts shall include but not
be limited to, the following; employment, upgrading, demotion or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of compensation;
and selection for training, including apprenticeships. The Contractor agrees to post in
conspicuous places available to employees and applicants for employment notices setting forth
this nondiscrimination clause. In accordance with KCC 12.16.010.1. "equal employment
opportunity efforts" shall mean active efforts to ensure equal opportunity in employment that
is free from all forms of discrimination.
G. Compliance with Section 504 of the Rehabilitation Act of 1973 as amended
(Section 504) and the American Disabilities Act of 1990 as amended (ADA)
Pursuant to Title II of the ADA and Section 504 the County must not discriminate
against people with disabilities in providing services, programs or activities even if those
services, programs or activities are carried out by contractors. The Contractor agrees that it
shall provide all programs, services and activities to County employees or members of the
public under this Contract in the same manner as King County is obligated to under Title II of
the ADA, and Section 504 and shall not deny participation or the benefits of such services,
programs or activities to people with disabilities on the basis of such disability. Failure to
comply with this section shall be a material breach of, and grounds for, the immediate
termination of this Contract.
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1. The Contractor agrees to provide to persons with disabilities access to
programs, activities and services provided under the Contract or agreement, as required by the
disability access laws as defined by KCC 12.16; and
2. The Contractor shall not discriminate against persons with disabilities in
providing the work under the Contract. In any subcontracts for the programs, activities and
services under their contract or agreement, the Contractor shall include the requirement that
the subcontractor provide to persons with disabilities access to programs, activities and
services provided under the contract or agreement as required by the disability access laws as
defined by KCC 12.16, that the subcontractor shall not discriminate against persons with
disabilities in providing the work under the Contract and that the subcontractor shall provide
that the County is a third party beneficiary to that required provision.
H. Sanctions for Violations
Any violation of the mandatory requirements of the provisions of this section shall
be a material breach of contract for with the Contractor may be subject to damages,
withholding payment and any other sanctions provided for by the Contract and by applicable
law.
I. Fair Housing Protections
The Contractor shall comply with the federal Fair Housing Act, Public Law 90-284 (42
USC 3601 et seq.). The Contractor shall take necessary and appropriate actions to prevent
discrimination in any housing -related project under this Contract, which includes rental housing
projects and/or projects that include residential real estate -related transactions, as required by
the Federal Fair Housing Act as amended (42 USC 3601) and the Washington State Law Against
Discrimination (RCW Chapter 49.60). Residential real estate -related transactions include the
making or purchasing of loans or the provision of financial assistance for the purchasing,
constructing, improving, repairing or maintaining of a dwelling. Rental housing includes any
dwelling that is intended for occupancy as a residence for one or more families by lease,
sublease or by grant for a consideration of the right to occupy Premises not owned by the
occupant. In addition, except for projects located in incorporated jurisdictions, the Contractor
shall comply with the applicable provisions of the King County Open Housing Ordinance,
codified at Chapter 12.20 of the King County Code, which prohibits practices of housing
discrimination against any person on the basis of age, ancestry, color, disability, marital status,
national origin, parental status, possession of Section 8 housing assistance, race, religion,
retaliation, sex, and sexual orientation.
Projects using federal funds shall also comply with subsections 1, K, L, and M below.
J. Additional Federal Nondiscrimination Requirements
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The Contractor shall comply with all applicable federal laws prohibiting
discrimination, including the following:
1. Presidential Executive Order 11063 as amended and implementing regulations
at 24 CFR Part 107;
225); and
2. Section 109 of the HCD Act of 1974, as amended (42 USC 5301);
3. The Americans with Disabilities Act (42 USC 1213; 47 USC 155, 201, 218 and
4. Section 504 of the Rehabilitation Act of 1973 and regulations at 24 CFR Part 8.
K. Prohibited Discriminatory Actions
1. Except where expressly authorized by federal law, the Contractor may not,
under any program or activity to which this Contract applies, directly or through contractual or
other arrangements, discriminate on the grounds of age, color, creed, familial status, marital
status, nationality, religion, race, sex, sexual orientation, or the presence of any physical,
mental or sensory disability. Discriminatory actions may include but are not limited to the
following:
a. Denying any person access to facilities, services, financial aid or other
benefits provided under the program or activity;
b. Denying any person services to limited English proficiency;
c. Providing any person with facilities, services, financial air or other benefits,
which are different, or are provided in a different form from that provided to others under the
program or activity;
d. Subjecting any person to segregated or separate treatment in any facility
or in any matter or process related to receipt of any service or benefit under the program or
activity;
e. Restricting in any way access to or in the enjoyment of any advantage or
privilege enjoyed by others in connection with facilities, services, financial air or other benefits
under the program or activity;
f. Treating any person differently from others in determining whether the
person satisfies any admission, enrollment, eligibility, membership, or other requirement or
condition which individuals must meet in order to be provided any facilities, services or other
benefit provided under the program or activity;
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g. Denying any person any opportunity to participate in a program or activity
as an employee; and
h. Failing to design and construct facilities for fist occupancy after January 26,
1993, that are readily accessible to and usable by individuals with disabilities and failure to
remove architectural and communication barriers that are structural in nature in existing
facilities, where such removal can be accomplished without difficulty and expense.
2. The Contractor shall not utilize criteria or methods of administration that have
the effect of subjecting individuals to discrimination on the basis of age, color, familial status,
nationality, race, religion, sex, or sexual orientation; or mental, physical, or sensory disability; or
have the effect of defeating of substantially impairing accomplishment of the objectives of the
program or activity with respect to individuals of a particular age, color, familial status,
nationality, race, religion, sex, or sexual orientation; or the presence of any mental, physical, or
sensory disability.
3. The Contractor, in determining the site or location of housing of facilities
provided in whole or in part with funds under this contract, may not make selections of such
site or location which have the effect of excluding individuals, denying them benefits, or
subjecting them to discrimination on the grounds of age, sex, marital status, familial status,
religion, race, creed, color, sexual orientation, nationality, or the presence of any sensory,
mental or physical disability; or which have the purpose or effect of defeating or substantially
impairing the accomplishment of the objectives of the HCD Act or the HUD Regulations.
L. Employment Projections
In all solicitations under this Contract, the Contractor shall state that all qualified
applicants will be considered for employment. The words "equal opportunity employer: in
advertisements shall constitute compliance with this section.
M. No Conflict with Federal Requirements
As indicated by HUD Notice CPD 04-10, a faith -based organization's exemption from
the federal prohibition on employment discrimination on the basis of religion, set forth in 42
USC 2000e -1(a), is not forfeited when the organization receives HUD funding. Faith -based
organizations, like any other entity participating in a HUD -funded program, must, however,
comply with all the statutory requirements of that particular HUD -funded program. Both the
CDBG and HOME Programs contain statutory provisions imposing non-discrimination
requirements on all subrecipients, subgrantees or contractors. Religious organization that
believe that certain non-discrimination statutory requirements are substantially burdensome
may be entitled to protection under the Religious Freedom Restoration Act [42 USC 4000bb-
2(1)] which applies to all federal law and its implementation. Subrecipients, subgrantees, or
contractors should be aware that anti -discrimination provisions of Section 109 of the Housing
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and Community Development Act of 1974, Section 282 of the HOME Investment Partnership
Act may pose questions of conformance with Title VII of the Civil Rights Act of 1964 and future
court rulings could define more specifically the application of these laws to faith -based
organizations. In the event that a provision of this Contract is deemed to be in actual conflict
with federal law, the conflicting provision in this Contract shall not apply.
25. Subcontracts and Purchases. (Section XX of Joint Agreement)
A. Subcontract Defined. "Subcontract" shall mean any agreement between the
Contractor and a subcontractor or between subcontractors that is based on this Contract,
provided that the term "subcontract" does not include the purchase of (1) support services not
related to the subject matter of this Contract, or (2) supplies.
B. Writing Required. Any work or services assigned or subcontracted hereunder shall
be in writing and must be approved by the County as provided in Section XIV. Assignment. The
Contractor agrees that it is as fully responsible to the County for the acts and omissions of its
subcontractors and their employees and agents, as it is for the acts and omissions of its own
employees and agents, as specified in Section XVII. Hold Harmless and Indemnification
Subsection C.
C. Required Contract Terms. The Contractor shall include the applicable provisions of
Sections XVIII. Insurance Requirements - General, XIX. Nondiscrimination and Equal
Employment Opportunity, and XX. Subcontracts and Purchases in every subcontract or
purchase order for goods or services which are paid for in whole or in part with funds provided
under this Contract. The Contractor agrees to include the following language verbatim in every
subcontract, provider agreement, or purchase agreement for services, which relate to the
subject matter of this Contract:
"Subcontractor shall protect, defend, indemnify, and hold harmless King County, its
officers, employees, and agents from any and all costs, claims, judgments, and/or awards of
damages arising out of, or in any way resulting from the negligent act or omissions of
subcontractor, its officers, employee, and/or agents in connection with or in support of this
Contract. Subcontractor expressly agrees and understands that King County is a third party
beneficiary to this Contract and shall have the right to bring an action against subcontractor to
enforce the provisions of this paragraph."
Projects using federal funds must also comply with subsections D, E, G and H.
D. Debarred Contractors. Developer certifies that neither the Contractor nor any
person or entity with a controlling interest in the Contractor is under suspension, debarment,
voluntary exclusion or determination of ineligibility from participation in federal assistance
programs under Presidential Executive Order 12549 or 12689, "Debarment and Suspension".
The Contractor further certifies that neither the Contractor nor any person or entity with a
controlling interest in the Contractor has any proceeding pending to suspend, debar, exclude
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or determine them ineligible from participation in federal assistance programs under
Presidential Executive Order 12549 or 12689.
The Contractor shall not make any award at any time to any contractor, which is
debarred, suspended or excluded, from participation in federal assistance programs under
Presidential Executive Order 12549, "Debarment and Suspension".
The Contractor shall ensure that all subcontractors receiving any federal funds
pursuant to this agreement have not been disbarred or suspended from federal contract
participation. This may be done by checking the System for Award Management at
https://www.sam.gov, which lists all suspended and debarred entities.
E. Subcontracting Requirements. A Contractor which receives federal funds under
this Contract also shall include the following sections in every subcontract or purchase order
for goods and services which are paid in whole or In part with funds provided under this
Contract: Section V. Compensation and Method of Payment Subsections F. or G. and I.,
Sections XVII. Hold Harmless and Indemnification Subsection B., XVIII. Insurance Requirements
- General, Subsection K, XIX. Nondiscrimination and Equal Employment Opportunity and XXI1.
No Conflict of Interest Subsection B. and, if the subcontract is for construction, Sections XXXIV.
Labor Standards and XXXV. Employment Opportunities.
G. Federal Bid Guarantee and Bond Requirements. If the Contractor is
subcontracting construction work under this Contract, the subcontract shall require for any
construction contracts exceeding $100,000:
1. A bid guarantee from each bidder equivalent to five percent of the bid price;
2. A performance bond from the contractor for one hundred percent of the
contract price; and
3. A payment bond from the contractor for one hundred percent of the contract
price. The Contractor may, at its discretion, require any of these requirements on construction
contracts of less than $100,000. The specific requirements for bid guarantees and bonds are at
24 CFR § 84.48(c) for nonprofit corporations and 24 CFR § 85.36(h) for municipal corporations
and agencies of the State of Washington.
4. (This Section 4 is not included in the Joint Agreement, but added to clarify the
applicability of the Federal Bid Guarantee and Bond Requirements for this project.) For
purposes of this Agreement, the Developer shall obtain quotes (not bids), and is permitted to
base the performance and payment bond amounts on the $45,000 value of the loan of CDBG
funds by the City. The latter is based upon the requirement that the Developer provide a
Personal Guarantee to ensure repayment of the loan in the case of default or in accordance
with any other applicable terms of the Agreement or the Personal Guarantee document.
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H. Failure to Comply is Default. Failure by the Contractor to require compliance with
the above terms and conditions in subcontracts shall constitute a breach of this Contract.
26. Nondiscrimination in Subcontracting Practices. (Section XXI of Joint Agreement)
Projects using federals funds shall comply with the following requirements:
A. Federal Requirements. In soliciting subcontractors to supply goods or services for
the activities under this Contract, the Contractor shall comply with 24 CFR 85.36(e) as amended
if the Contractor is a municipal corporation or an Agency of the State of Washington, and 24
CFR 84.44(b)(1)-(5) if the Contractor is a nonprofit corporation. In accordance with these
regulations, the Contractor shall take all necessary affirmative steps to assure M/WBEs and
labor surplus area firms are used as subcontractors when possible. Affirmative steps shall
include those actions specified above in this section of the Contract.
B. Non-discrimination in Federally Assisted Construction. The Contractor shall also
require compliance with Presidential Executive Order 11246 as amended and 41 CFR Part 60
regarding nondiscrimination in bid conditions for construction projects over $10,000.
27. No Conflict of Interest. (Section XXII.B of Joint Agreement)
The Contractor shall abide by the provision of 24 CFR 84.42 and 570.611, if applicable,
and by the following:
1. The Contractor shall maintain a written code of standards of conduct that shall
govern the performance of its officer, employees or agents engaged in the award and
administration of contracts supported by funds under this Contract.
2. No employee, director, officer or agent of the Contractor shall participate in the
selection of in the award, or administration of a contract supported by funds under this
contract if a conflict of interest, real or apparent, would be involved. By way of example, such a
conflict would arise if such a person, or his or her employer, immediate family member or
partner has financial or other interest in the entity selected; and
3. No covered persons who exercise or have exercised any functions or
responsibilities with respect to any Contract -assisted activities, or who are in a position to
participate in a decision-making process to gain inside information with regard to such
activities, may have or obtain a financial interest in any contract, subcontract or agreement
regarding a Contract -assisted activity, either for themselves or those with whom they have
business or immediate family ties, during their tenure and for one year thereafter. For
purposes of this paragraph, "covered persons" includes any person who is an employee, agent,
consultant, officer, or director of the Contractor or the County.
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28. Labor Standards. (Section XXXIV of Joint Agreement)
Agencies receiving a CDBG and/or HOME award shall comply with Subsections A and C
below.
A. Davis -Bacon Requirements
For projects assisted with CDBG funds, this Subsection shall not apply to
construction or rehabilitation of residential property consisting of fewer than eight units. For
projects assisted with HOME funds, this Subsection shall not apply to rehabilitation of rental
property consisting of fewer than twelve units.
All construction work funded in whole or in part under this Contract must be
performed in accordance with the Davis -Bacon Act, as amended (40 USC sections 276(a) -
276(a)(5)), the Copeland "Anti -Kickback" Act, as amended (40 USC 276 (c)) and the Contract
Work Hours and Safety Standards Act (40 USC 327 et seq.) as further prescribed at 29 CFR Parts
1, 3, 5, 6 and 7. The Contractor will follow all Davis -Bacon documentation requirements and
regularly submit required documentation to the County shall maintain records sufficient to
evidence compliance with this section and shall make such records available for the County's
review upon request.
A copy of the current Davis -Bacon wages must be included in all construction bid
specifications, contracts, and/or subcontracts over two thousand dollars ($2,000), except where
the project includes a copy of applicable state prevailing wages that are higher than current
Davis -Bacon wages.
Agencies receiving an award of local funds (HOF, RAHP, HB 2331, Veterans and
Human Services Levy or MIDD funds) or federal funds that do not trigger Davis -Bacon shall
comply with Subsections B and C below:
B. Prevailing Wages
Projects that are not subject to Section A above, shall pay State residential prevailing
wage rates as a minimum. Projects that are subject to State prevailing wage requirements of
chapter 39.12 RCW shall pay prevailing wages at or above the applicable State classification
rate.
The Contractor shall provide annual certification to the County of its compliance
with the requirements of this section. The contractor shall additionally maintain records
sufficient to evidence compliance with this section and shall make such records available for the
County's review upon request.
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C. Use of Volunteers
The Contractor shall obtain the written approval of the County prior to allowing any
volunteers to perform construction work on a project assisted under this Contract.
D. Labor Compliance (From Joint Agreement Amendment Section II.F.3.d.i)
HCD will present each prime contractor and their accounting and/or payroll staff
with detailed Information regarding compliance with CDBG Program Regulations including, but
not limited to, federal labor standards files (Davis -Bacon and Related Acts documentation) and
Section 3 regulations. Pertinent federal forms will be distributed at a preconstruction meeting
prior to a Notice to Proceed being issued.
29. Employment Opportunities on Assisted Construction Projects. (Section XXXV of
Joint Agreement)
A. Section 3 Requirements. The work to be performed under this Contract may be
subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as
amended, 12 USC 1701u (Section 3). The purpose of Section 3 is to ensure that employment
and other economic opportunities generated by HUD assistance or HUD -assisted projects
covered by Section 3, shall, to the greatest extend feasible, be directed to low and very low-
income persons, particularly persons who are recipients of HUD assistance for housing.
B. Section 3 Criteria for Capital Projects. As set forth in the HCD Plan, Section 3
regulations found at 24 CFR § 135.38 apply to all Project/Program Exhibits which meet all three
of the following criteria:
1. The Project/Program Exhibit must include $200,000 or more in total HUD
funds from one or more program years;
2. The Project/Program Exhibit must include construction or rehabilitation work
as a task that will be funded in full or in part with the HUD funds; and
3. The construction or rehabilitation work that will be funded must have a
contract value, which exceeds $100,000. Actual contract value of construction or rehabilitation
work is the determining factor, not a cost estimate.
Additionally, Section 3 regulations are applicable to Project/Program Exhibit(s),
which do not initially meet the above criteria but which are amended so as to add funds or
change the activities for which the funds are used. Section 3 regulations do not apply to
projects that include $200,000 or more in HUD funds when the funds are being used for
acquisition and/or professional services only and not for construction or rehabilitation work.
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30. Other General Requirements.
A. The proposed project is an eligible activity (Economic Development — Commercial
Rehabilitation) and meets the CDBG program's national objective of benefitting low- and
moderate -income persons on an area basis. The combined Downtown and South Renton
subareas (as designated in the City Center Community Plan) are located within three (3) census
tract block groups (Nos. 53 033 025300-3, -4 and -5) where at least fifty-one percent (51%) of
the residents are considered to meet low- and moderate -income levels as defined by HUD
guidelines.
B. All work must be done in accordance with industry standards, all applicable local,
state and federal codes, ordinances, permit and inspection requirements, and rules and
regulations for the CDBG program.
C. Any renovation work undertaken prior to the City's final written authorization to
begin construction is not eligible for assistance under this loan agreement.
D. All rehabilitation work undertaken in conjunction with the Program and this
Agreement which exceeds approved financial assistance shall be borne by the Developer.
E. All construction management shall be the responsibility of the Developer. All
work undertaken is subject to the Davis -Bacon Act.
F. Uniform Relocation Act. Developer agrees to comply with all applicable provisions
of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as
amended, 42 U.S.C. § 4601 et seq. (the "URA"). Developer is responsible for all acquisition and
relocation costs when displacement of tenants occurs as a result of the project, in accordance
with the URA.
G. Contacts. For purposes of submitting notices or other written correspondence
between parties, the following will serve as primary contacts:
DEVELOPER: Khanh Cong Lu
3rd and Williams, LLC
c/o June Lu
13414 SE 85th Street
Newcastle WA 98059
CITY: John W. Collum
Community & Economic Development Department
1055 South Grady Way
Renton, WA 98057
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31. Property Maintenance.
For the duration of this Agreement, the Developer shall:
A. Maintain all improvements in compliance with all requirements under the Renton
Municipal Code (RMC).
B. Be responsible for assuring the property is maintained in good repair and free
from accumulation of debris, graffiti or waste materials; and take all other actions necessary to
maintain and ensure the neat and clean appearance of the surrounding streetscape area,
including frequent sweeping of the frontage sidewalk and curb/gutter areas and disposal of
leaves, waste material, and other debris. During rehabilitation of the property, the Developer
shall maintain a well -kept construction site.
C. Provide the City, its agents and/or its representative the right to inspect the
Property at any reasonable hour of the day to determine Developer's compliance with these
requirements.
32. Miscellaneous Provisions.
A. Independent Contractor. The Developer shall perform all obligations under this
Agreement as an independent contractor; neither it nor its employees shall be considered
employees, partners or agents of the City, nor shall it or its employees be entitled to any
benefits, insurance, pension, or workers' compensation as an employee of the City.
B. Assignment. The Developer shall not assign or transfer any interest in this
Agreement without obtaining the prior written approval of the City.
C. Subcontracts to the Agreement. The Developer shall not enter into a subcontract
for any of the services performed under this Agreement without obtaining the prior written
approval of the City.
D. Written Amendments. This Agreement may be modified only by a written
amendment or addendum that has been executed and approved by the appropriate officials
shown on the signature page of this Agreement.
E. Required Approvals. Neither the Developer nor the City is bound by this
Agreement until it is approved by the appropriate officials shown on the signature page of this
Agreement.
F. Article Captions. The captions appearing in this Agreement are for convenience
only and are not a part of this Agreement; they do not in any way limit or amplify the provisions
of this Agreement.
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G. Annual Reports. Developer shall submit an annual report to the City providing a
status of the building's leasing activity and occupancy status, including a status report on items
discussed in Section 7.0 above. The report will assist the City in determining whether the
Developer is meeting requirements necessary to achieve loan forgiveness. The first report shall
be submitted six (6) months after start of construction and then every one year anniversary of
the first report thereafter for five (5) years.
H. Proiect Poster. Following receipt of a Notice to Proceed with building
improvements, the Developer shall install a "Coming Soon" poster in a building window facing
South 3rd Street announcing the project. The poster shall:
i. Measure a minimum 48 inches by 72 inches.
ii. Include a rendering(s) of the project (southeast corner perspective preferred).
iii. Include a floor plan of the street level space.
iv. Provide a list of primary project details (project name, size, amenities, special
features, completion date, developer, contractor, and any ground floor tenants that have
signed leases).
v. Include the following: "A project funded by the City of Renton Community
Development Block Grant Program," and list the names of the current Mayor and City Council
members.
I. Severability. If any provision of this Agreement is determined to be unenforceable
or invalid, such determination shall not affect the validity of the other provisions contained in
this Agreement. Failure to enforce any provision of this Agreement does not affect the rights of
the parties to enforce such provision in another circumstance, nor does it affect the rights of
the parties to enforce any other provision of this Agreement at any time.
J. Federal, State and Local Requirements. The Developer is responsible for full
compliance with all applicable federal, state, and local laws, rules and regulations.
K. No Benefit for Third Parties. The services to be performed by the Developer
pursuant to this Agreement with the City are intended solely for the benefit of the City, and no
benefit is conferred hereby, nor is any contractual relationship established herewith, upon or
with any person or entity not a party to this Agreement. No such person or entity shall be
entitled to rely on the Developer's performance of its services hereunder, and no right to assert
a claim against the City or the Developer, its officers, employees, agents or contractors shall
accrue to the Developer or to any subcontractors, independently retained professional
consultant, supplier, fabricator, manufacturer, lender, tenant, insurer, surety or any other third
party as a result of this Agreement or the performance or non-performance of the Developer's
services hereunder.
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L. Non -Reliance of Parties. Parties explicitly agree that they have not relied upon any
earlier or outside representations other than what has been included in this Agreement.
Furthermore, neither party has been induced to enter into this Agreement by anything other
than the specific written terms set forth herein.
M. Force Majeure. In the event that Developer is prevented or delayed in the
performance of any of its obligations under this Agreement by reason(s) beyond the reasonable
control of Developer (each, a "Force Majeure Event"), then Developer's performance shall be
excused during the Force Majeure Event. Upon removal or termination of the Force Majeure
Event, Developer shall promptly perform the affected obligations in an orderly and expedited
manner under this Agreement or procure a substitute for such obligation or performance that
is reasonably satisfactory to Renton. Developer shall not be excused by mere economic
hardship or by misfeasance or malfeasance of its directors, officers or employees. As used
herein, Force Majeure Events include, but are not limited to, Acts of God, war, acts of domestic
terrorism or violence, civil commotion, labor disputes, strikes, earthquakes, fire, flood or other
casualty, shortages of labor or materials, government regulations or restrictions, extreme
weather conditions, any other cause or event not reasonably within the control of either party,
or any failure or delay in the performance by Renton or any third party that is not an employee,
agent or contractor of Developer. The Parties shall use all commercially reasonable efforts to
eliminate or minimize any delay caused by a Force Majeure Event.
N. Governing Law and Venue. This Agreement shall be governed and construed in
accordance with the laws of the State of Washington. Any action for breach of this Agreement
or to enforce or nullify any provision of this agreement shall be instituted only in a court of
appropriate jurisdiction in King County, Washington.
0. Entire Agreement. This Agreement forms the entire Agreement between the City
and the Developer. Any prior representations, promises, agreements, oral or otherwise,
between the parties, which are not embodied in this writing, shall be of no force or effect.
(Signatures appear on following pages)
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Instrument Number: 20180823000693 Document:DT Rec: $148.00 Page -46 of 49
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered and is
effective on the latest of the dates set forth below.
DEVELOPER:
Name: Ar H- (2 d Aj �-
Title: i0axer, f -16Gi��o( /���tiAsn/► C -Z -C
By:-j4-l�l�_ln
Name: H-C�- _ V
rb
Title: DLJ�P�r QA4-d- IAJI'Jf�
37
Dater
Date:_ / 12-4/(
Instrument Number: 20180823000693 Document:DT Rec: $148.00 Page -47 of 49
Record Date:8/23/2018 3:26 PM King County, WA
LLC/CORPORATE FORM OF ACKNOWLEDGMENT
Notary Seal must be STATE OF ) SS
within box COUNTY OF t<-, ry cs )
On this � ,-,Aday of 20 { -, before me
personally appeared:
I {4,4S i L - L)-4- NvA L,( (-y to me
known to be the lSl�
of 6WY CE kn w edged the
said instrument to be the free and voluntary act and deed of
said limited liability company/corporation, for the uses and
purposes therein mentioned, and each on oath stated that
he/she was authorized to execute said instrument and that
the seal affixed, if any, is the corporate seal of said
corporation.
Notary Publiein and for the ate of_,
Notary (Print)_ Jj Z )'ti \ Ico L A -t -z
My appointment expires: - o I - ( -7
Dated: I D - -�- 3 -- I �
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Instrument Number: 20180823000693 Document:DT Rec: $148.00 Page -48 of 49
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CITY OF RENTON
By:
_ )v Zjd� lt-f—
Denis Law, Mayor
ATTEST:
By:
APPROVED AS TO FORM
By:Cf le
Lawrence J. Warren, City Attorney
OF RFN'•a,.
*- SEAL =*
mo
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Instrument Number: 20180823000693 Document:DT Rec: $148.00 Page -49 of 49
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Exhibits to the Facade Improvement
agreement intentionally omitted from this
document and on file at the City of Renton
file #CAG -17-002