HomeMy WebLinkAboutContractPage 1 of 11
155587550.1
OPERATING AGREEMENT
BETWEEN
THE CITY OF RENTON
AND
RENTON SCHOOL DISTRICT
DATED FOR REFERENCE PURPOSES AS JANUARY 7, 2022
THIS OPERATING AGREEMENT (the “Agreement”) is made as of the Effective Date by and between
the City of Renton, a Washington municipal corporation (“City ”), and Renton School District No. 403, a
Washington municipal corporation (“RSD”). City and RSD may be collectively referred to herein as
“Parties ” and individually as a “Party ” to this Agreement.
RECITALS :
A.City is constructing a building on property commonly known as 16022 116th Ave SE on ground
leased from RSD (the “Property”), which the City leases from RSD pursuant to its lease that it internally
numbered LAG-20-026 and is dated September 30, 2020 (“Ground Lease”).
B. Pursuant to the Ground Lease, the Property will be developed in accordance with a Construction
Design Master Plan that was cooperatively prepare d by RSD , City, HealthPoint , a Washington nonprofit
public benefit corporation, and Family First Community Center Foundation, a Washington non-profit
corporation (“FFCCF”), for the development and operation of a new community center to be known as
the Family First Community Center and a new HealthPoint community health clinic (the “Project ”). The
Project is intended to provide critical health, recreational, and educational opportunities and services
for underserved youth and families in the area .
C. After review and approval as to form by RSD, the City and HealthPoint entered a Ground
Sublease and Facility Use Agreement dated September 28, 2020, and internally numbered by the City as
LAG-20-027 (the “Sublease”).
D. The City agreed with HealthPoint that HealthPoint shall have exclusive use of that portion of the
Property, consisting of approximately four thousand one hundred thirty-five (4,135) square feet, for
operation of a HealthPoint health care clinic (the “Clinic Space ”) for the duration of the Sublease.
E. The portion of the Property not dedicated to Clinic Space is dedicated to community center
activities, parking, school district makerspace, and common space and is hereafter referred to as
“Community Space.”
F. The Ground Lease contemplates this Agreement to define responsibilities related to use of the
subleased property for the operation of the Project to include, but not be limited to, terms describing
(i) site maintenance, repairs, and utilities, (ii) shared use of parking, (iii) signage, (iv) shared use of
improvements, (v) programming coordination, including RSD’s use of the Project, (vi) allocation of
responsibilities associated with shared uses, and (vii) coordination of construction, financing, and
development of the Property. This Agreement serves that purpose.
G. Pursuant to Section 1.05 of the Ground Lease, the rights and obligations of the Part ies are
subject to and conditioned upon completion of five (5) conditions precedent. The Parties agree that the
first four (4) ha ve been satisfactorily completed or waived (except that the short plat and Easements
have been submitted to the County for recording and the parties are waiting on final confirmation), and
the mutual execution of this Agreement shall serve as documentation of the completion of all conditions
CAG-22-029
Page 2 of 11
155587550.1
precedent identified in Section 1.05 of the Ground Lease (subject only to the finalization and recordation
of the short plat and Easements), without need for a separate notice of completion.
NOW, THEREFORE, it is ag reed by the Parties as follows:
1. Definitions . The following definitions apply for the purposes of this Agreement:
“Building Manager” shall have the meaning ascribed to such term in Section 7.4.
“Building Procedures ” shall mean the schedules and procedures to which HealthPoint , City, FFCCF,
and RSD shall adhere in the use of the property in furtherance of the Project and in performance of the
operation and maintenance services hereunder, to be established in accordance with Section 7.3.
“City” shall have the meaning ascribed to such term in the Preamble.
“Clinic Space” shall have the meeting ascribed to such term in the recitals to this Agreement.
“Common Space” shall mean the approximately four thousand seven hundred twenty-one (4,721)
square feet of the Community Space that is designed to be used by and/or benefit both the Community
Space and Clinic Space. The Community Space, Common Space, and C linic Space are depicted and
described in Exhibit A , which is attached hereto.
“Community Space ” shall have the meaning ascribed to such term in the recitals to this
Agreement.
“Construction Drawings ” shall mean the Family First Community Center Bid Set – Project Manual
dated October 20, 2021, The Family First Community Center – Compiled Bid Set dated October 20, 2021,
the Family First Community Center – Addendum #1 dated November 10, 2021, the Family First
Community Center – Addendum #2 dated November 23, 2021, and the Family First Community Center –
Addendum #3 dated December 1, 2021.
“Effective Date” shall be the last date this Agreement is signed by the Parties .
“Fair Market Rate” shall mean the rate by which the Washington State Department of Revenue is
authorized to determine for purposes of establishing “taxable rent” pursuant to RCW 82.29A.020(2) and
WAC 458-29A.200(6).
“FFCCF” shall have the meaning ascribed to such term in the recitals to this Agreement .
“HealthPoint ” means, as applicable, (a) HealthPoint, a Washington nonprofit public benefit
corporation, or (b) a permitted successor or replacement organization with similar purpose and funct ion
that is occupying a portion of the Premises under a Sublease or Occupancy Agreement (as such terms
are defined in the Ground Lease) as provided in Section 11.02 of the Ground Lease.
“Initial Permitted Uses ” shall have the meaning ascribed to such term in Section 4.2(a).
“Laws” shall mean all federal, state, and local laws, regulations, ordinances, codes, orders , and
directives of any governmental body or office or agent thereof, and all permits, licenses and
governmental standards, applicable to the Community Space or its operations, including, but not limited
to, those pertaining to employment, health, safety, and the environment.
Page 3 of 11
155587550.1
“MakerSpace” shall describe an approximately one thousand two hundred fifty-four (1,254) square
foot area of the Project within the Community Space over which RSD will have priority use of for
science, technology, engineering, arts, and mathematics programming.
“Material Building Procedures ” means those certain Building Procedures listed as items (a) through
(f) in Section 7.3.
“Operational Costs ” shall mean all costs necessarily incurred to operate the Project in compliance
with this Agreement, excluding the costs of regular and capital maintenance. Operational costs include,
but are not limited t o, the cost of utilities, janitorial services, groundskeeping services, staffing,
professional services, marketing, programming, and supplies .
“Parties ” and “Party” shall have the meaning ascribed to such terms in the Preamble.
“Permitted Hazardous Materials” shall have the meaning ascribed to such term in Section 7.7.
“Project ” shall have the meaning ascribed to such term in the recitals to this Agreement.
“Property” shall have the meaning ascribed to such term in the recitals to this Agreement.
“Prudent Operating Practices ” shall mean good management practices commonly applicable to the
operation and maintenance of comparable community s pace s .
“Regulatory Requirements ” shall have the meaning ascribed to such term in Section 4.2(c).
“Sublease” shall have the meaning ascribed to such term in the recitals to this Agreement.
“Term” shall have the meaning ascribed to such term in Section 6.
2. The Project .
2.1. Purpose and Summary of Contributions . The Parties, HealthPoint , and FFCCF each have mutual
interests to provide important public services to the Renton community. Responsibilities and
contributions to the project are designed for each of the partners to provide their expertise and
resources to maximize the success of the project. RSD is contributing land and MakerSpace
programming. The City is providing funding, construction management, and project operation
assistance and oversight in a landlord capacity. HealthPoint is providing funding towards
construction of the project through grants, day-to-day operation of the Clinic Space and
contracting with FFCCF to assist in the day-to-day operat ions of the Community Space . The
Parties intend for the Community Space to operate without profit and in furtherance of the
Project ’s governmental purposes that are made possible by the contributions of the City and
RSD.
2.2. Relationship of the Parties . The City shall perform and execute the provisions of this Agreement
as an independent tenant . Neither City nor its employees, subcont ractors, tenants, sub-
tenants, or agents shall be deemed to be the agents or employees of RSD .
3. Construction.
3.1. Timing . City agrees to endeavor to award a contract to construct the Project in accordance
with Section 6.01 of the Ground Lease within ninety (90) days of the date this Agreement is
Page 4 of 11
155587550.1
fully executed by the Parties. Once the contract is awarded, the City will endeavor to complete
construction within twenty-four (24) months of the date the construction contract is awarded.
These timelines shall not be considered of the essence and are subject to change based upon
unanticipated conditions, delays, and/or a decision to reject all bids due to unanticipated costs
or bidding irregularities.
3.2. Approval of Construction Drawings; Commencement of Constr uction. RSD has reviewed and
conditionally approved the Construction Drawings subject to changes to be made by the City in
the form of change orders to address the following: (a) City to modify the bus/parking entrance
design (Autoturn) into the school parking lots to accommodate bus turning; (b) City to add a
conduit from the FFCC MDF space (or to the Maker Space depending on space availability) to
the edge of Cascade Elementary for RSD’s use for their fiber cable connections; (c) City to
remove CCTV cameras but retain cabling for future RSD use in the Maker Space; (d) City
acknowledges responsibility to obtain all utility easements required to service the Project,
which easements are subject to RSD approval. The final details of the changes are subject to
written approval by RSD . Once approved, the Construction Drawings as modified by the agreed
change orders will be considered the Final Plans as defined in Section 6.01(b) of the Ground
lease. If the change orders are not approved before construction commences, the City may
commence preliminary construction activities consistent with the Construction Drawings so
long as those activities do not conflict with the contemplated changes outlined herein.
3.3. Funding. The City, HealthPoint, and FFCCF will use grants funds towards constructing the
Project (“Grant Funds ”). The Grant Funds are described in Exhibit B, which will be updated by
addendum if the City, HealthPoint and/or FFCCF receives additional funds for construction of
the Project . Addition of grants by addendum require authorization by an
executive/administrative official of each Party, but do not require additional governing body
approval. RSD agrees to cooperate with the City to provide any necessary documentation
regarding RSD’s involvement in the Project to document compliance with the applicable grant
agreements. RSD will authoriz e any necessary leasehold deeds of trust be recorded as
contemplated by, and subject to, Section 6.04 of the Ground Lease. RSD further agrees not to
interfere with the City’s, HealthPoint’s , or FFCCF’s ability to perform the qualifying conditions of
the Grant Funds.
4. Operations and Permitted Uses .
4.1. Commencement of Operations . The City will require HealthPoint to endeavor to commence
operation of the Clinic Space and Community Space within ninety (90) days of receiving
possession of the premises after construction is complete by the City.
4.2. Permitted Uses of the Premises; Restrictions on Use.
(a) The Parties agree that the Permitted Uses defined in Section 3.01 of the Ground L ease be
interpreted to require the City, through its Sublease with HealthPoint and its agreements
with FFCCF, RSD, and their respective successors and assigns to serve the health,
recreational, and educational needs of the underserved youth and families in the area. Any
uses agreed to in writing by the City and its subtenants that is consistent with the Ground
Lease and this Agreement shall be a Permitted Use under the Ground Lease
notwithstanding the failure of this paragraph to expressly describe such use as a Permitted
Use. Subject to expansion of the Permitted Use as described herein, the initial Permitted
Page 5 of 11
155587550.1
Uses of the Premises shall expressly include (the “Initial Permitted Uses ”): (i) the
establishment of a community center for the benefit of the youth and families in the area,
(ii) the provision of a Maker Space for the exploration of issues related to science,
technology, education, and math education; (iii) recreational facilities; and (iv) the delivery
of primary health services by HealthPoint in the Clinic Space, including but not limit ed to
delivery of any health care services provided as a federally qualified health center within
the scope of one or more grants issued by the federal Health Resources and Services
Administration pursuant to Section 330 of the Public Health Services Act.
(b) Agreement to changes to the I nitial Permitted Uses may be administratively accomplished
without governing board approval so long as they (i) continue to comply with the
requirement of Grant Funds restrictions , (ii) provide substantially similar purposes with the
Initial Permitted Uses , (iii) remain consistent with the broad definition of Permitted Uses
defined in Section 3.01 of the Ground Lease, and (iv) are consistent with, and would not
violate, the Regulatory Requirements (defined below). Proposed changes to the I nitial
Permitted Uses shall be delivered by HealthPoint and/or the City to RSD at least ninety (90)
days prior to the proposed change in use and both the City (if not a requesting party) and
RSD shall be given no less than thirty (30) days to object to the change and/or request
negotiations and discussions about the details of the change. RSD and the City will not
unreasonably withhold consent to a change of use that is consistent with the Initial
Permitted Uses , the stated goals of the Project herein, and the Regulatory Requirements .
(c) Notwithstanding the foregoing or anything else in this Agreement to the contrary, any
Permitted Use shall be consistent with, and shall not violate, any of the following, a s the
same may be amended, enacted in the future or judicially interpreted from time to time
(collectively, “Regulatory Requirements ”): (i) RSD’s policies and procedures then in effect;
(ii) state, federal or local law applicable to school districts or school property, including
bans on tobacco, drugs and alcohol; and (iii) permitted school uses as provided under state
and local law.
(d) If the City intends to materially change the use of any of the Project (other than a change of
use by RSD of a portion of the Project it is using), obtains actual knowledge that
HealthPoint intends to materially change the use of any of the Project then being subleased
or otherwise used or occupied by HealthPoint, or otherwise becomes aware that a portion
of the Project may be s ubject to a material change of use, the City shall notify RSD in
writing and the City and RSD shall meet and confer to engage in good-faith discussions
regarding the proposed or future change of use and the implications thereof for the Project
and the stat ed goals of the Project.
4.3. Priority Access to Use of the MakerSpace. The Building Procedures at all times shall provide RSD
first right to use space designated as Maker Space within the Community Space on such terms
and conditions as may be agreed upon between RSD and HealthPoint, and the City shall not
propose or consent to any amendments or modifications to the Building Procedures that are
inconsistent with that objective. RSD shall also be provided a ccess to other Community Space
as provided in the Building Procedures.
4.4. Parking, Signage, and Shared Use of the Community Space. The Building Procedures shall
contain parking rules, signage restrictions (if any), and procedures for allocating use of the
Community Space as appropriate for the Property’s uses as they change from time to time so
long as such procedures are consistent with this Agreement and the Ground Lease (including
Page 6 of 11
155587550.1
without limitation Section 6.11 of the Ground Lease). Without limiting the foregoing, any
parking rules and procedures shall, among other provisions, require that any parking uses at
the Property do not interfere with school uses on RSD’s adjacent school property, including by
limiting parking during school hours, especially drop off and pickup times and after-school
meetings such as PTA meetings.
4.5. Required Scope of Operations . The City shall require that the Project be operated to maximize
its purposes of providing critical health, recreational, and educational opportunities and
services for underserved youth and families in the area. The operation of the Project shall, at
all times, be consistent with school use and Regulatory Requirements.
5. Post -Construction Financial Obligations .
5.1. Payments Related to RSD’s Use of MakerSpace. RSD and HealthPoint or other operator of the
Community Space may recover maintenance, capital, and operational costs from RSD for
proportionate share of its use of the Community Space .
5.2. Leasehold Excise Tax. The Project serves important fundamental government purposes and
provides crucial public services that the City and/or its contracted service provider would be
required to perform pursuant to the Ground Lease if not performed by HealthPoint and FFCCF
pursuant to the terms of the Sublease. Because of the non-profit and public nature of the
operations required to be provided through the Ground Lease, Sublease, and this Agreement,
the Parties believe HealthPoint’s tenancy should not be considered a taxable leas ehold interest
consistent with WAC 458-29A-100(2)(g)(iii) so long as it is required by the Sublease to operate
the Project at its cost, including oversight of contracted services to be performed by FFCCF in
the Community Space. The City accepts and will pass through to HealthPoint the risk that the
Washington State Department of Revenue (“DoR ”) may determine that the Sublease leasehold
interest is taxable and agrees to pay and/or require to be paid any and all leasehold excise tax
arising out of the Sublease (or any successor sublease agreements) as a result of such
determination. In no event shall RSD incur any cost nor shall any liability or obligations be
imposed on RSD in connection with any determination of whether leasehold excise tax is due or
the imposition or attempted imposition by D oR of leasehold excise tax in connection with the
Sublease.
5.3. Maintenance, Capital and Operational Costs. The City shall, at its sole cost and expense,
perform, or caused to be performed, its repair and maintenance obligations set forth in the
Ground Lease, including without limitation under Section 7.02 of the Ground Lease. However,
nothing in this Agreement shall be construed to prohibit HealthPoint and RSD from entering
into a license or occupancy agr eement for the MakerSpace and/or other portions of the
Community Space and Clinic Space pursuant to which HealthPoint may recover certain repair
and maintenance costs based upon the applicable parties’ respective proportionate use of the
MakerSpace. The Parties contemplate that RSD and HealthPoint will enter into a license or
occupancy agreement pursuant to which RSD and HealthPoint, among other provisions to be
agreed upon between such parties, will allocate certain expenses and obligations with respect
to the MakerSpace that may include the pass -through of certain costs that HealthPoint would
otherwise be responsible for paying the City under the Sublease and/or under other use or
occupancy agreements entered into between the City and HealthPoint.
6. Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall
continue through the later of the Expiration Date of the Ground Lease (as defined in Section 1.02 of
Page 7 of 11
155587550.1
the Ground Lease) or the expiration of the last Extension Term executed by the Parties (as defined in
Section 1.03 of the Ground Lease).
7. Operation of Community Space; Building Procedures . Except as otherwise provided in this
Agreement, the City or its subtenants shall conduct and supervise the day-to-day operation,
maintenance, and management of the Community Space. City shall perform its duties consistent
with the following covenants:
7.1. General. City shall:
(a) require the Community Space be operated consistent in all material respects with the
requirements of (i) this Agreement, (ii) the Building Procedures , (iii) all Laws, and
(iv) Prudent Operating Practices; and
(b) maintain, keep, and preserve the Property and all portions of the Property required for the
operation and maintenance of the Community Space in all material respects in good repair,
working order, and operating condition, but in all cases no less well maintained, kept and
preserved as required under the Ground Lease.
7.2. Compliance with Ground Lease. City shall require HealthPoint and any other occupants or users
of the Project (other than RSD and its guests and invitees) to manage and require the Property
be operated in a manner consistent in all material respects with the operational obligations of
City under the Ground Lease and this Agreement.
7.3. Building Procedures . The City shall require HealthPoint to create and submit to City and RSD for
the City’s and RSD’s review and written approval, which shall not be unreasonably withheld, a
proposed manual of Building Procedures before the building is turned over to HealthPoint ,
which manual shall include (but shall not necessarily be limited to) the following Material
Building Procedures :
(a) initial hours of operation for the Community Space and for the Clinic Space, which should
be no less than forty (40) hours a week;
(b) procedures for sharing use of the Community Space between and among HealthPoint ,
FFCCF, the City, and RSD including the coordination of school programming required by the
Ground Lease;
(c) parking rules for parking spaces located on the Property, which should contemplate the
west parking lot gate remain closed during school hours or as otherwise specified by RSD ;
(d) general safety policies and procedures for the Community Space including RSD protocols
for the security of school children entering the Community Space during school hours ;
(e) groundskeeping and janitorial maintenance schedules acceptable to the City; and
(f) a program including schedules and tasks for regular maintenance for the Project consistent
with operation and maintenance schedules provided by the City’s general contractor.
The Building Procedures shall be prepared (i) in compliance with all applicable Laws, (ii) in
accordance with Prudent Operating Practices, and (iii) consistent with this Agreement , the
Ground Lease , and RSD’s policies and procedures consistent with approved school uses .
Page 8 of 11
155587550.1
The City shall require HealthPoint to offer and/or agree to meet with RSD and the City
annually or as needed in a timely manner to discuss revisions, updates, and additions to the
Building Procedures manual and to prepare and deliver to City from time to time a draft or
modification to the Building Procedures reflecting changes agreed to by such parties or
otherwise required to diligently manage the Property; provided, however, that HealthPoint and
the City shall not be required to seek RSD’s approval for revisions, updates or additions to the
Building Procedures or Building Procedures manual to the extent the Material Building
Procedures are not affected, so long as HealthPoint and/or the City shall update RSD on a
reasonable basis as to any such revisions, updates or additions to the Building Procedures that
do not affect Material Building Procedures . The Parties agree to comply with the approved
Building Procedures .
7.4. Building Manager . The City shall appoint or cause to be appointed by HealthPoint or other
manager of the Project a “Building Manager ” (and any replacement thereof), who shall be the
person that shall be considered the chief supervisory officer of the Project after construction.
HealthPoint or the City, as applicable, shall provide RSD with such information regarding the
Building Manager as RSD may reasonably request from time to time, including without
limitation a resume or equivalent for an individual. The Building Manager and any designee
shall, in all cases, have an appropriate level of skill and experience for the position and shall
not, by virtue of acting as Building Manager, violate any applicable Laws or Regulatory
Requirements. The Building Manager (or their designee) shall have responsibility for
operational control and ma intenance of the Community Space on a day-to-day basis, and the
Building Manager , or their designee, shall be available each day during the year (even if not
physically present at the Property). RSD understands and agrees that the Building Manager may
also have similar building manager or other responsibilities for other projects, and that the
Building Manager is not required to be available on a full-time basis, or to be present at the
Property on a daily basis , but must be generally reachable by phone or email each day during
the year when not physically present .
7.5. Security. City, HealthPoint and/or City’s other subtenants shall initiate and maintain reasonable
security precautions and programs to protect the Property and all personal property stored
thereon from theft, vandalism, fire, and other casualty.
7.6. Safety. City, HealthPoint and/or City’s other subtenants shall initia te and maintain reasonable
safety precautions and programs necessary to comply in all material respects with all applicable
safety laws and other safety regulations to reduce the risk of injury to persons or damage to
property on, about, or adjacent to the Property.
7.7. Environmental Matters . City and RSD acknowledge and agree that, during the performance by
City of its obligations hereunder certain Hazardous Materials utilized in the practice of medicine
and dentistry will be used, generated, stored, transported to, and handled by, on, under , or
about the Property including “biomedical wastes” as defined from time to time in the Code of
the King County Board of Health (the “Permitted Hazardous Materials ”). Upon reasonable
request by the City or RSD , HealthPoint will be required to submit to City and/or RSD true and
correct copies of all permits, Biomedical Waste Management Plans (as defined in the Code of
the King Count y Board of Health), and any other records required to be maintained for or to be
submitted to the King County Board of Health. The City shall, and shall cause HealthPoint to,
comply with all applicable Laws related to hazardous or biomedical waste. The presence, use
and disposal of Permitted Hazardous Materials at the Project shall be conditioned upon the
Page 9 of 11
155587550.1
strict compliance by City and HealthPoint with all Laws related thereto and with the Regulatory
Requirements.
8. Duties of City. City shall construct and operate the Project consistent with the terms of the Ground
Lease, this Agreement, and conditions of applicable Grant Funds (to the extent any conditions or
requirements associated with the Grant Funds are consistent with the Ground Lease and this
Agreement). RSD shall not interfere with either the City’s or HealthPoint’s ability to comply with the
conditions of its Grant Funds or the City’s obligations under this Agreement , provided, however, that
such conditions are consistent with the uses permitted and required under the Ground Lease and
this Agreement and that no cost or expense is imposed on RSD as a result thereof.
9. Independence and Engagement of Third Parties . Both parties acknowledge that the City and its
subtenants may enter into a separa te agreement with providers of goods and services to the
Community Space, if and as permitted under the Ground Lease. Such agreements shall be
completely independent of this Agreement. Unless separately agreed to in writing by RSD , no
agreement by the City or its subtenants with a provider shall bind RSD and any rights given by the
City or its subtenants to operate within the Project shall terminate upon the RSD taking over the
Project due to termination of the Ground Lease.
10. Limitation of Liability to Third Parties . This Agreement is intended solely for the benefit of the
parties and their respective successors and permitted assigns and is not intended to, and shall not,
confer any rights or benefits on any third party.
11. Further Assurances . RSD and City agree to perform such further acts and execute and deliver any
documents as may be reasonably required by any provision of this Agreement or the Ground Lease.
12. Dispute Resolution. Shall be as provided in Ground Lease Section 14.10, including with respect to
any dispute related to a n Initial Permitted Use or a change thereof.
13. General Provisions . This Agreement is a component of the Ground Lease , with all relevant terms
therein governing the administration and interpretation of this Agreement, including but not limited
to applica ble subsections of Section 12 and 14 of the Ground Lease.
13.1. Headings . Titles and headings of the sections of this Agreement are for convenience of
reference only and do not form a part of and shall not in any way affect the interpretation of
this Agreement or the Ground Lease .
13.2. Amendment . No modification or amendment of this Agreement shall be valid unless in writing
and executed by all parties to this Agreement.
13.3. Description of Agreement. This Agreement consists of this Operating Agreement and Exhibits
attached hereto or otherwise incorporated by reference which documents together with the
Ground Lease shall comprise the entire understanding and agreement between City and RSD
regarding the Project on the Property; provided, however, that in the event of a conflict
between the provisions in this Agreement and the provisions in the Ground Lease, the Ground
Lease controls . The Parties acknowledge, however, that this Agreement contemplates a long -
term collaborative relationship between the Parties and community stakeholders such that
certain operational matters described herein will necessarily be modified over time through
the processes and procedures established in this Agreement and agree that this Agreement
shall be interpreted and enforced consistent with those subsequent modifications agreed to
through such processes and procedures .
Page 10 of 11
155587550.1
Exhibits to this A greement:
A. Depiction of Community Space, Common Space, and Clinic Space
B. Grant Funds Descriptions
(Signature page follows)
01/31/2022
'1'1VAN111.4223344556677AABBCCDDEEE.2FF8.28.2111110105.55.58899E.398'-0"31'-8"ELECRM115LNDRY125TEENROOM123YOUTHROOM122WOMEN'SRR126SPONSOR128LUNCHROOM124MAKERSPACE1&2106DEMONSTRATIONKITCHEN104FITNESSROOM108DANCE/CLASS107GYMNASIUM110WAITINGROOMHP101MEDICALPODHP109CHECK-INHP102WORKROOMHP103EXAMRM1HP119EXAMRM2HP120MEDHP112LAB/STERILEHP114CLINICMGRHP104COUNSELING2HP106DENTALEXAMHP108129'-8"STAFFCARRELS130CHECK-IN131SPONSADMIN129MEN'SRR127ADMIN121RR120BABY-TODDLERROOM119VESTIBULE101SRVRRMHP113PANOHP110EXAMRM3HP121EXAMRM4HP122EXAMRM5HP123EXAMRM6HP124RRHP115MTGROOM103STOR105GROUPEDHP118CORRHP117JAN116JAN118FAMILYRR117WOMEN'SLOCKERSWOMEN'SRESTROOM114ADMINCORRLOBBY102GALLERY133EXITMEN'SLOCKERSCOMMUNITYGARDENSTAFFRRHP111DENTALEQUIPHP107PHLEBHP116STOR111FIRE&WATER11219'-0"64'-10"52'-2"35'-0"71'-11"7'-10"11'-2"19'-0"19'-0"3'-0"8'-4"10'-8"19'-0"19'-0"19'-0"7'-10"11'-2"19'-0"19'-0"3'-0"16'-0"19'-0"71'-11"16'-51/2"26'-61/2"12'-0"34'-4"40'-4"STOR109CORR5'-5"8'-61/2"9'-51/2"16'-4"9'-101/4"31'-1"7'-61/4"3'-51/4"7'-81/4"7'-87/8"5'-6"461'-6"459'-10"16'-51/2"26'-61/2"12'-0"34'-4"8'-8"15'-6"16'-2"SUNSHADEABOVEROOFOVERHANGABOVESUNSHADEABOVESUNSHADEABOVEROOFOVERHANGABOVESUNSHADEABOVEROOFOVERHANGABOVE5%slope5%slopeD.S.D.S.D.S.D.S.D.S.D.S.1'-5"GYMDIVIDERABOVE30¡461'-6"459'-10"459'-10"E8MEN'SRESTROOM113A1033FC1A1031A10322'-61/2"2'-33/4"460'-6"SCOREBOARDSCOREBOARDSCOREBOARDSCOREBOARDCONSOLESCOREBOARDCONSOLERECYCLEBINS,BATTERY&ELECTRONICWASTEBINSCOPIERRECYCLEBINSPOSTMOUNTADADOOROPENER&DOORBELLINTERCOM352-(&7180%(5 352-(&70$1$*(5 '5$:1%< &23<5,*+7%$</,6$5&+,7(&76,1&25325$7('$//5,*+765(6(59('7+,6'2&80(17$1'7+(,'($6$1''(6,*16,1&25325$7('+(5(,1,67+(3523(57<2)%$</,6$5&+,7(&76,1&$1'0$<127%(5(86(',1:+2/(25,13$57:,7+2877+(:5,77(1&216(172)%$</,6$5&+,7(&76,1&25325$7('5(9,6,216 56#6'«1(«9#5*+0)6104')+56'4'%*+6'%6 30$)851,785(),;785( (48,30(173/$1 $XWKRU&KHFNHU)$0,/<),567&20081,7<&(17(55(1721:$%,'6(7
1/8"=1'-0"FURNITUREPLAN(FORREFERNCEONLY)12 '(6&5,37,21 '$7(Exhibit A - Depiction of Community Space, Common Space, and Clinic Space
ROOM NO. NAME AREA
101 VESTIBULE 135
102 LOBBY 312 Total Area SF
103 MTG ROOM 568 FFCCF 11400
104 DEMONSTRATION KITCHEN 203 RSD/MakerSpace 1254
105 STOR 59 HP/Clinic Space 4135
106 MAKER SPACE 1 & 2 1254 Common Space 4721
107 DANCE/CLASS 693 TOTAL 21510
108 FITNESS ROOM 1003
109 STOR 178
110 GYMNASIUM 6722
111 STOR 118
112 FIRE & WATER 159
113 MEN'S RESTROOM 239
113.1 MEN'S LOCKERS 159
114 WOMEN'S RESTROOM 233
114.1 WOMEN'S LOCKERS 157
115 ELEC RM 132
116 JAN 35
117 FAMILY RR 64
118 JAN 18
119 BABY‐TODDLER ROOM 364
120 RR 30
121 ADMIN 127
122 YOUTH ROOM 323
123 TEEN ROOM 424
124 LUNCH ROOM 459
125 LNDRY 52
126 WOMEN'S RR 64
127 MEN'S RR 63
128 SPONSOR 266
129 SPONS ADMIN 146
130 STAFF CARRELS 382
131 CHECK‐IN 186
132 ADMIN CORR 144
133 GALLERY 1802
134 EXIT 102
HP101 WAITING ROOM 262
HP102 CHECK‐IN 176
HP103 WORK ROOM 102
HP104 CLINIC MGR 119
HP106 COUNSELING 2 119
HP107 DENTAL EQUIP 86
HP108 DENTAL EXAM 260
HP109 MEDICAL POD 252
HP110 PANO 58
HP111 STAFF RR 70
HP112 MED 63
HP113 SRVR RM 67
HP114 LAB/STERILE 174
HP115 RR 61
HP116 PHLEB 43
HP117 CORR 869
HP118 GROUP ED 291
HP119 EXAM RM 1 123
HP120 EXAM RM 2 123
HP121 EXAM RM 3 124
HP122 EXAM RM 4 123
HP123 EXAM RM 5 124
HP124 EXAM RM 6 135
HP 105 CONSELING 1 117
HP 117 CORR 194
TOTAL SQUARE FOOTAGE 21510
Exhibit A - Depiction of Community Space, Common Space, and Clinic Space
Family First Community Center ‐ Room Assignment Schedule
EXHIBIT B - Grant Fund Descriptions
Health Point Grants
Grant Title Amount Page Numbers
Department of Commerce Grant
to HealthPoint Through The
Building Communities Fund
Program
$2,979,000.00 15 - 48
Premera Social Impact Grant $200,000.00 49
The Hearst Foundation, Inc. $75,000.00 50 - 51
Sunderland Foundation $50,000.00 52
City of Renton Grants
Grant Title Amount Page Numbers
Department of Commerce Grant
to City of Renton through The
2019 Local and Community
Projects Program
$1,450,000.00 53 - 80
King County Youth and Amateur
Sports Grant Agreement
$20,000.00 81 - 95
King County Youth and Amateur
Sports Grant Agreement
$55,000.00 96 - 113
Page 14
Washington State Department of Commerce
www.commerce.wa.gov
Grant to
HealthPoint
through
The Building Communities Fund Program
For
Construction of HealthPoint Clinic at Family First Community
Center.
Start date: 7/1/2021
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 15
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 16
TABLE OF CONTENTS
Face Sheet ..................................................................................................................... 1
Special Terms and Conditions ........................................................................................ 2
1.Grant Management .................................................................................. 2
2.Compensation .......................................................................................... 2
3.Certification of Funds Performance Measures ......................................... 2
4.Prevailing Wage Law ............................................................................... 3
5.Documentation and Security .................................................................... 3
6.Basis for Establishing Real Property Values for Acquisitions of Real Property .... 4
7.Expenditures Eligible for Reimbursement ................................................ 4
8.Billing Procedures and Payment .............................................................. 4
9.Subcontractor Data Collection……………………………………………… 5
10.Insurance ................................................................................................. 5
11.Order of Precedence ................................................................................ 7
12.Reduction in Funds .................................................................................. 7
13.Ownership of Project/Capital Facilities ..................................................... 7
14.Change of Ownership or Use for GRANTEE-Owned Property ................. 7
15.Change of Use for Leased Property Performance Measure ..................... 8
16.Modification to the Project Budget ............................................................ 8
17.Signage, Markers and Publications .......................................................... 8
18.Historical and Cultural Artifacts ................................................................ 8
19.Reappropriation ....................................................................................... 9
20.Termination for Fraud or Misrepresentation ............................................. 9
21.Applicability of Copyright Provisions to Architectural/Engineering Design Work …9
General Terms and Conditions ....................................................................................... 1
1.Definitions ................................................................................................ 1
2.Access to Data ......................................................................................... 1
3.Advance Payments Prohibited ................................................................. 1
4.All Writings Contained Herein .................................................................. 1
5.Amendments ............................................................................................ 1
6.Americans with Disabilities Act (ADA) ...................................................... 2
7.Assignment .............................................................................................. 2
8.Attorney’s Fees ........................................................................................ 2
9.Audit ........................................................................................................ 2
10.Breaches of Other State Contracts...…………………………………………3
11.Confidentiality/Safeguarding of Information .............................................. 3
12.Conflict of Interest .................................................................................... 3
13.Copyright Provision .................................................................................. 4
14.Disputes ................................................................................................... 4
15.Duplicate Payment ................................................................................... 5
16.Governing Law and Venue ....................................................................... 5
17.Indemnification ......................................................................................... 5
18.Independent Capacity of the Grantee ....................................................... 5
19.Industrial Insurance Coverage ................................................................. 6
20.Laws ........................................................................................................ 6
21.Licensing, Accreditation and Registration ................................................ 6
22.Limitation of Authority .............................................................................. 6
23.Noncompliance with Nondiscrimination Laws ........................................... 6
24.Pay Equity……………………………………………………………………….6
25.Political Activities ..................................................................................... 7
26.Publicity ................................................................................................... 7
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 17
27.Recapture ................................................................................................ 7
28.Records Maintenance .............................................................................. 7
29.Registration with Department of Revenue ................................................ 7
30.Right of Inspection……………………………………………………. ……….8
31.Savings .................................................................................................... 8
32.Severability .............................................................................................. 8
33.Site Security ............................................................................................. 8
34.Subgranting/Subcontracting ..................................................................... 8
35.Survival .................................................................................................... 8
36.Taxes ....................................................................................................... 8
37.Termination for Cause ............................................................................. 9
38.Treatment of Assets……………………………………………………………10
39.Waiver……………………………………………………………………………10
Attachment A, Scope of Work; Attachment B, Budget; Attachment C, Availability of Funds;
Attachment D Certification of Prevailing Wages; Attachment E, Certification of LEED
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 18
FACE SHEET
Grant Number: 22-96641-009
Washington State Department of Commerce
Local Government Division
Community Capital Facilities Unit
1.GRANTEE 2.GRANTEE Doing Business As (optional)
HealthPoint
955 Powell Ave SW
Renton, Washington 98057
3. Grantee Representative 4.COMMERCE Representative
Lisa Yohalem
Chief Executive Officer
425-277-1311
lyohalem@healthpointchc.org
Kari Sample
Project Manager
(360) 764-3090
kari.sample@commerce.wa.gov
P.O. Box 42525
1011 Plum Street SE
Olympia, WA 98504-2525
5.Grant Amount 6. Funding Source 7. Start Date 8. End Date
$2,979,000.00 Federal: State: Other: N/A: 7/1/2021 6/30/2025, contingent on
reappropriation,
6/30/2023 if funds are not
reappropriated
9. Federal Funds (as applicable)
N/A
Federal Agency
N/A
CFDA Number
N/A
10. Tax ID #11. SWV #12. UBI #13. DUNS #
91-0884412 0028348-00 600-461-511 N/A
14.Grant Purpose
The outcome of this performance-based contract is for the construction of the new Family First Community Center as referenced in
Attachment A – Scope of Work.
COMMERCE, defined as the Department of Commerce, and the GRANTEE, as defined above, acknowledge and accept the terms
of this Grant and attachments and have executed this Grant on the date below to start as of the date and year referenced above. The
rights and obligations of both parties to this Grant are governed by this Grant and the following other documents incorporated by
reference: Grant Terms and Conditions including Attachment “A” – Scope of Work, Attachment “B” – Budget, Attachment “C” –
Certification of Availability of Funds to Complete the Project, Attachment “D” – Certification of the Payment and Reporting of
Prevailing Wages, Attachment “E” – Certification of Intent to Enter LEED process.
FOR GRANTEE FOR COMMERCE
Lisa Yohalem, President/CEO
Date
Mark K. Barkley, Assistant Director
Date
APPROVED AS TO FORM
Steve Scheele, Assistant Attorney General
12/8/2021
Date
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
12/17/2021 | 9:41 AM PST 12/20/2021 | 8:55 AM PST
Page 19
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
2
THIS CONTRACT, entered into by and between HealthPoint (a nonprofit corporation hereinafter referred
to as the GRANTEE), and the Washington State Department of Commerce (hereinafter referred to as
COMMERCE), WITNESSES THAT:
WHEREAS, COMMERCE has the statutory authority under RCW 43.330.050 (5) to cooperate
with and provide assistance to local governments, businesses, and community-based
organizations; and
WHEREAS, COMMERCE is also given the responsibility to administer state funds and programs
which are assigned to COMMERCE by the Governor or the Washington State Legislature; and
WHEREAS, the Washington State Legislature has, in Laws of 2021, Chapter 332, Section 1059,
made an appropriation to support the Building Communities Fund Program, and directed
COMMERCE to administer those funds; and
WHEREAS, the enabling legislation also stipulates that the GRANTEE is eligible to receive
funding for acquisition, construction, or rehabilitation (a venture hereinafter referred to as the
“Project”).
NOW, THEREFORE, in consideration of covenants, conditions, performances, and promises hereinafter
contained, the parties hereto agree as follows:
1.GRANT MANAGEMENT
The Representative for each of the parties shall be responsible for and shall be the contact person for
all communications and billings regarding the performance of this Grant.
The Representative for COMMERCE and their contact information are identified on the Face
Sheet of this Grant.
The Representative for the GRANTEE and their contact information are identified on the Face
Sheet of this Grant.
2.COMPENSATION
COMMERCE shall pay an amount not to exceed $2,979,000.00 for the capital costs necessary for or
incidental to the performance of work as set forth in the Scope of Work.
3.CERTIFICATION OF FUNDS PERFORMANCE MEASURES
A.The release of state funds under this contract is contingent upon the GRANTEE certifying that it
has expended or has access to funds from non-state sources as set forth in ATTACHMENT C
(CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE PROJECT), hereof.
Such non-state sources may consist of a combination of any of the following:
i)Eligible Project expenditures prior to the execution of this contract.
ii)Cash dedicated to the Project.
iii)Funds available through a letter of credit or other binding loan commitment(s).
iv)Pledges from foundations or corporations.
v)Pledges from individual donors.
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 20
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
3
vi)The value of real property when acquired solely for the purposes of this Project, as
established and evidenced by a current market value appraisal performed by a licensed,
professional real estate appraiser, or a current property tax statement. COMMERCE will
not consider appraisals for prospective values of such property for the purpose s of
calculating the amount of non-state matching fund credit.
vii)In-kind contributions, subject to COMMERCE’S approval.
B.The GRANTEE shall maintain records sufficient to evidence that it has access to or has
expended funds from such non-state sources, and shall make such records available for
COMMERCE’S review upon reasonable request.
4.PREVAILING WAGE LAW
The Project funded under this Grant may be subject to state prevailing wage law (Chapter 39.12
RCW). The GRANTEE is advised to consult the Industrial Statistician at the Washington Department
of Labor and Industries to determine whether prevailing wages must be paid. COMMERCE is not
responsible for determining whether prevailing wage applies to this Project or for any prevailing wage
payments that may be required by law.
5.DOCUMENTATION AND SECURITY
The provisions of this section shall apply to capital projects performed by nonprofit organizations and
public benefit corporations that involve the expenditure of over $500,000 in state funds. Projects for
which the grant award or legislative intent documents specify that the state funding is to be used for
design only are exempt from this section.
A.Deed of Trust. This Grant shall be evidenced by a promissory note and secured by a deed of
trust or other appropriate security instrument in favor of COMMERCE (the “Deed of Trust”). The
Deed of Trust shall be recorded in the County where the Project is located, and the original
returned to COMMERCE after recordation within ninety (90) days of contract execut ion. The
Deed of Trust must be recorded before COMMERCE will reimburse the GRANTEE for any
Project costs. The amount secured by the Deed of Trust shall be the amount of the grant as set
forth in Section 2, hereof.
B.Term of Deed of Trust. The Deed of Trust shall remain in full force and effect for a period of ten
(10) years following the final payment of state funds to the GRANTEE under this grant. Upon
satisfaction of the ten-year term requirement and all other grant terms and conditions,
COMMERCE shall, upon written request of the GRANTEE, take appropriate action to reconvey
the Deed of Trust.
C.Title Insurance. The GRANTEE shall purchase an extended coverage lender’s policy of title
insurance insuring the lien position of the Deed of Trust in an amount not less than the amount of
the grant.
D.Covenant. If the project will be partially funded by a loan and the term of said loan is less than the
commitment period under this grant contract, COMMERCE may require that GRANTEE record or
cause to be recorded a covenant in a superior lien position ahead of the lender’s security
instrument that restricts use of the facility or property for the purpose(s) stated elsewhere in this
contract for at least the term of the commitment period
E.Subordination. COMMERCE may agree to subordinate its deed of trust upon request from a
private or public lender. Any such request shall be submitted to COMMERCE in writing, and
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 21
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
4
COMMERCE shall respond to the request in writing within thirty (30) days of receiving the
request.
6.BASIS FOR ESTABLISHING REAL PROPERTY VALUES FOR ACQUISITIONS OF REAL
PROPERTY PERFORMANCE MEASURES
When the grant is used to fund the acquisition of real property, the value of the real property
eligible for reimbursement under this grant shall be established as follows:
a.GRANTEE purchases of real property from an independent third-party seller shall be
evidenced by a current appraisal prepared by a licensed Washington State commercial
real estate appraiser, or a current property tax statement.
b.GRANTEE purchases of real property from a subsidiary organization, such as an
affiliated LLC, shall be evidenced by a current appraisal prepared by a licensed
Washington State commercial real estate appraiser or the prior purchase price of the
property plus holding costs, whichever is less.
7.EXPENDITURES ELIGIBLE FOR REIMBURSEMENT
The GRANTEE may be reimbursed, at the rate set forth elsewhere in this contract, for Project
expenditures in the following cost categories:
A.Real property, and costs directly associated with such purchase, when purchased or acquired
solely for the purposes of the Project;
B.Design, engineering, architectural, and planning;
C.Construction management and observation (from external sources only);
D.Construction costs including, but not limited to, the following:
Site preparation and improvements;
Permits and fees;
Labor and materials;
Taxes on Project goods and services;
Capitalized equipment;
Information technology infrastructure; and
Landscaping.
8.BILLING PROCEDURES AND PAYMENT
COMMERCE shall reimburse the GRANTEE for twenty-five percent (25%) of eligible Project
expenditures, up to the maximum payable under this contract. When requesting reimbursement for
expenditures made, the GRANTEE shall submit to COMMERCE a signed and completed Invoice
Voucher (Form A-19), that documents capitalized Project activity performed – by budget line item –
for the billing period.
The GRANTEE shall evidence the costs claimed on each voucher by including copies of each invoice
received from vendors providing Project goods or services covered by the contract. The GRANTEE
shall also provide COMMERCE with a copy of the cancelled check or electronic funds transfer, as
applicable, that confirms that they have paid each expenditure being claimed. The cancelled checks
or electronic funds transfers may be submitted to COMMERCE at the time the voucher is initially
submitted, or within thirty (30) days thereafter.
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 22
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
5
The voucher must be certified (signed) by an official of the GRANTEE with authority to bind the
GRANTEE. The final voucher shall be submitted to COMMERCE within sixty (60) days following the
completion of work or other termination of this contract , or within fifteen (15) days following the end of
the state biennium unless contract funds are reappropriated by the Legislature in accordance with
Section 19, hereof.
If GRANTEE has or will be submitting any of the invoices attached to a request for payment for partial
reimbursement under another grant contract, GRANTEE must clearly identify such grant contracts in
the transmittal letter and request for payment.
Each request for payment must be accompanied by a Project Status Report, which describes, in
narrative form, the progress made on the Project since the last invoice was submitted, as well as a
report of Project status to date. COMMERCE will not release payment for any reimbursement
request received unless and until the Project Status Report is received. After approving the Invoice
Voucher and Project Status Report, COMMERCE shall promptly remit a warrant to the GRANTEE.
COMMERCE will pay GRANTEE upon acceptance of services provided and receipt of properly
completed invoices, which shall be submitted to the Representative for COMMERCE not more often
than monthly.
Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after
receipt of properly completed invoices. Payment shall be sent to the address designated by the
GRANTEE.
COMMERCE may, in its sole discretion, terminate the Grant or withhold payments claimed by the
GRANTEE for services rendered if the GRANTEE fails to satisfactorily comply with any term or
condition of this Grant.
No payments in advance or in anticipation of services or supplies to be provided under this
Agreement shall be made by COMMERCE.
Duplication of Billed Costs
The GRANTEE shall not bill COMMERCE for services performed under this Agreement, and
COMMERCE shall not pay the GRANTEE, if the GRANTEE is entitled to payment or has been or will
be paid by any other source, including grants, for that service.
Disallowed Costs
The GRANTEE is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its subgrantees.
9.SUBCONTRACTOR DATA COLLECTION
GRANTEE will submit reports, in a form and format to be provided by Commerce and at intervals as
agreed by the parties, regarding work under this Grant performed by subcontractors and the portion
of Grant funds expended for work performed by subcontractors, including but not necess arily limited
to minority-owned, woman-owned, and veteran-owned business subcontractors. “Subcontractors”
shall mean subcontractors of any tier.
10.INSURANCE
The GRANTEE shall provide insurance coverage as set out in this section. The intent of the required
insurance is to protect the state of Washington should there be any claims, suits, actions, costs,
damages or expenses arising from any loss, or negligent or intentional act or omission of the
GRANTEE, or Subgrantee, or agents of either, while performing under the terms of this Grant.
The insurance required shall be issued by an insurance company authorized to do business within
the state of Washington. The insurance shall name the state of Washington, its agents, officers, and
employees as additional insureds under the insurance policy. All policies shall be primary to any other
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 23
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
6
valid and collectable insurance. The GRANTEE shall instruct the insurers to give COMMERCE thirty
(30) calendar days advance notice of any insurance cancellation or modification.
The GRANTEE shall submit to COMMERCE within fifteen (15) calendar days of the Grant start date,
a certificate of insurance which outlines the coverage and limits defined in this insurance section.
During the term of the Grant, the GRANTEE shall submit renewal certificates not less than thirty (30)
calendar days prior to expiration of each policy required under this section.
The GRANTEE shall provide insurance coverage that shall be maintained in full force and effect
during the term of this Grant, as follows:
Commercial General Liability Insurance Policy. Provide a Commercial General Liability
Insurance Policy, including contractual liability, written on an occurrence basis, in adequate
quantity to protect against legal liability arising out of Grant activity but no less than $1,000,000
per occurrence. Additionally, the GRANTEE is responsible for ensuring that any Subgrantees
provide adequate insurance coverage for the activities arising out of subgrants.
Fidelity Insurance. Every officer, director, employee, or agent who is authorized to act on behalf
of the GRANTEE for the purpose of receiving or depositing funds into program accounts or
issuing financial documents, checks, or other instruments of payment for program costs shall be
insured to provide protection against loss:
A.The amount of fidelity coverage secured pursuant to this Grant shall be $2,000,000 or the
highest of planned reimbursement for the Grant period, whichever is lowest. Fidelity
insurance secured pursuant to this paragraph shall name COMMERCE as beneficiary.
B.Subgrantees that receive $10,000 or more per year in funding through this Grant shall secure
fidelity insurance as noted above. Fidelity insurance secured by Subgrantees pursuant to
this paragraph shall name the GRANTEE and the GRANTEE’s fiscal agent as beneficiary.
C.The GRANTEE shall provide, at COMMERCE’s request, copies of insurance instruments or
certifications from the insurance issuing agency. The copies or certifications shall show the
insurance coverage, the designated beneficiary, who is covered, the amounts, the period of
coverage, and that COMMERCE will be provided thirty (30) days advance written notice of
cancellation.
GRANTEES and Local Governments that Participate in a Self-Insurance Program.
Self-Insured/Liability Pool or Self-Insured Risk Management Program – With prior approval from
COMMERCE, the GRANTEE may provide the coverage above under a self-insured/liability pool
or self-insured risk management program. In order to obtain permission from COMMERCE, the
GRANTEE shall provide: (1) a description of its self-insurance program, and (2) a certificate
and/or letter of coverage that outlines coverage limits and deductibles. All self -insured risk
management programs or self-insured/liability pool financial reports must comply with Generally
Accepted Accounting Principles (GAAP) and adhere to accounting standards promulgated by: 1)
Governmental Accounting Standards Board (GASB), 2) Financial Accounting Standards Board
(FASB), and 3) the Washington State Auditor’s annual instructions for financial reporting.
GRANTEE’s participating in joint risk pools shall maintain sufficient documentation to support the
aggregate claim liability information reported on the balance sheet. The state of Washington, its
agents, and employees need not be named as additional insured under a self-insured
property/liability pool, if the pool is prohibited from naming third parties as additional insured.
GRANTEE shall provide annually to COMMERCE a summary of coverages and a letter of self -
insurance, evidencing continued coverage under GRANTEE’s self-insured/liability pool or self-
insured risk management program. Such annual summary of coverage and letter of self -
insurance will be provided on the anniversary of the start date of this Agreement.
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 24
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
7
11. ORDER OF PRECEDENCE
In the event of an inconsistency in this Grant, the inconsistency shall be resolved by giving
precedence in the following order:
Applicable federal and state of Washington statutes and regulations
Special Terms and Conditions
General Terms and Conditions
Attachment A – Scope of Work
Attachment B – Budget
Attachment C – Certification of the Availability of Funds to Complete the Project
Attachment D – Certification of the Payment and Reporting of Prevailing Wages
Attachment E – Certification of Intent to Enter the Leadership in Energy and Environmental
Design (LEED) Certification Process
12. REDUCTION IN FUNDS
In the event state funds appropriated for the work contemplated under this contract are withdrawn,
reduced, or limited in any way by the Governor or the Washington State Legislature during the
contract period, the parties hereto shall be bound by any such revised funding limitations as
implemented at the discretion of COMMERCE, and shall meet and renegotiate the contract
accordingly.
13. OWNERSHIP OF PROJECT/CAPITAL FACILITIES
COMMERCE makes no claim to any real property improved or constructed with funds awarded under
this contract and does not assert and will not acquire any ownership interest in or title to the capital
facilities and/or equipment constructed or purchased with state funds under this contract; provided,
however, that COMMERCE may be granted a security interest in real property, to secure funds
awarded under this contract. This provision does not extend to claims that COMMERCE may bring
against the GRANTEE in recapturing funds expended in violation of this contract.
14. CHANGE OF OWNERSHIP OR USE FOR GRANTEE-OWNED PROPERTY
A. The GRANTEE understands and agrees that any and all real property or facilities owned by the
GRANTEE that are acquired, constructed, or otherwise improved by the GRANTEE using state
funds under this contract, shall be held and used by the GRANTEE for the purpose or purposes
stated elsewhere in this contract for a period of at least ten (10) years from the date the final
payment is made hereunder.
B. This provision shall not be construed to prohibit the GRANTEE from selling any property or
properties described in this section; Provided, that any such sale shall be subject to prior review
and approval by COMMERCE, and that all proceeds from such sale shall be applied to the
purchase price of a different facility or facilities of equal or greater value than the original facility
and that any such new facility or facilities will be used for the purpose or purposes s tated
elsewhere in this contract.
C. In the event the GRANTEE is found to be out of compliance with this section, the GRANTEE shall
repay to the state general fund the principal amount of the grant, plus interest calculated at the
rate of interest on state of Washington general obligation bonds issued most closely to the
effective date of the legislation in which the subject facility was authorized. Repayment shall be
made pursuant to Section 27 (Recapture provision) of the General Terms and Conditions.
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 25
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
8
15. CHANGE OF USE FOR LEASED PROPERTY PERFORMANCE MEASURE
A. The GRANTEE understands and agrees that any facility leased by the GRANTEE that is
constructed, renovated, or otherwise improved using state funds under this contract shall be used
by the GRANTEE for the purpose or purposes stated elsewhere in this contract for a period of at
least ten (10) years from the date the final payment is made hereunder.
B. In the event the GRANTEE is found to be out of compliance with this section, the GRANTEE shall
repay to the state general fund the principal amount of the grant, plus interest calculated at the
rate of interest on state of Washington general obligation bonds issued most closely to the
effective date of the legislation in which the subject facility was authorized. Repayment shall be
made pursuant to Section 27 (Recapture provision) of the General Terms and Conditions.
16. MODIFICATION TO THE PROJECT BUDGET
A. Notwithstanding any other provision of this contract, the GRANTEE may, at its discretion, make
modifications to line items in the Project Budget (Attachment B), hereof, that will not increase the
line item by more than fifteen percent (15%).
B. The GRANTEE shall notify COMMERCE in writing (by email or regular mail) when proposing any
budget modification or modifications to a line item in the Project Budget (Attachment B,) hereof,
that would increase the line item by more than fifteen percent (15%). Conversely, COMMERCE
may initiate the budget modification approval process if presented with a request for payment
under this contract that would cause one or more budget line items to exceed the 15 percent
(15%) threshold increase described above.
C. Any such budget modification or modifications as described above shall require the written
approval of COMMERCE (by email or regular mail), and such written approval shall amend the
Project Budget. Each party to this contract will retain and make any and all documents related to
such budget modifications a part of their respective contract file.
D. Nothing in this section shall be construed to permit an increase in the amount of funds available
for the Project, as set forth in Section 2 of this contract.
17. SIGNAGE, MARKERS AND PUBLICATIONS
If, during the period covered by this contract, the GRANTEE displays or circulates any
communication, publication, or donor recognition identifying the financial participants in the Project,
any such communication or publication must identify “The Taxpayers of Washington State” as a
participant.
18. HISTORICAL AND CULTURAL ARTIFACTS
Prior to approval and disbursement of any funds awarded under this Contract, GRANTEE shall
cooperate with COMMERCE to complete the requirements of Governor’s Executive Order 05-05 or
Executive Order 21-02, where applicable, or GRANTEE shall complete a review under Section 106 of
the National Historic Preservation Act, if applicable. GRANTEE agrees that the GRANTEE is legally
and financially responsible for compliance with all laws, regulations, and agreements related to the
preservation of historical or cultural resources and agrees to hold harmless COMMERCE and the
state of Washington in relation to any claim related to such historical or cultural resources discovered,
disturbed, or damaged as a result of the project funded by this Contract.
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 26
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
9
In addition to the requirements set forth in this Contract, GRANTEE shall, in accordance with
Governor’s Executive Order 05-05 or Executive Order 21-02 as applicable, coordinate with
Commerce and the Washington State Department of Archaeology and Historic Preservation
(“DAHP”), including any recommended consultation with any affected tribe(s), during Project design
and prior to construction to determine the existence of any tribal cultural resources affected by
Project. GRANTEE agrees to avoid, minimize, or mitigate impacts to the cultural resource as a
continuing prerequisite to receipt of funds under this Contract.
The GRANTEE agrees that, unless the GRANTEE is proceeding under an approved historical and
cultural monitoring plan or other memorandum of agreement, if historical or cultural artifacts are
discovered during construction, the GRANTEE shall immediately stop construction and notify the
local historical preservation officer and the state's historical preservation officer at DAHP, and the
Commerce Representative identified on the Face Sheet. If human remains are uncovered, the
GRANTEE shall report the presence and location of the remains to the coroner and local enforcement
immediately, then contact DAHP and the concerned tribe's cultural staff or committee.
The GRANTEE shall require this provision to be contained in all subcontracts for work or services
related to the Scope of W ork attached hereto.
In addition to the requirements set forth in this Contract, GRANTEE agrees to comply with RCW
27.44 regarding Indian Graves and Records; RCW 27.53 regarding Archaeological Sites and
Resources; RCW 68.60 regarding Abandoned and Historic Cemeteries and Historic Graves; and
WAC 25-48 regarding Archaeological Excavation and Removal Permits.
Completion of the requirements of Section 106 of the National Historic Preservation Act shall
substitute for completion of Governor’s Executive Order 05-05 and Executive Order 21-02.
In the event that the GRANTEE finds it necessary to amend the Scope of Work the GRANTEE may
be required to re-comply with Governor's Executive Order 05-05, Executive Order 21-02, or Section
106 of the National Historic Preservation Act.
19. REAPPROPRIATION
A. The parties hereto understand and agree that any state funds not expended by June 30, 2023 will
lapse on that date unless specifically reappropriated by the Washington State Legislature. If
funds are so reappropriated, the state's obligation under the terms of this contract shall be
contingent upon the terms of such reappropriation.
B. In the event any funds awarded under this contract are reappropriated for use in a future
biennium, COMMERCE reserves the right to assign a reasonable share of any such
reappropriation for administrative costs.
20. TERMINATION FOR FRAUD OR MISREPRESENTATION
In the event the GRANTEE commits fraud or makes any misrepresentation in connection with the
Grant application or during the performance of this contract, COMMERCE reserves the right to
terminate or amend this contract accordingly, including the right to recapture all funds disbursed
to the GRANTEE under the Grant.
21. APPLICABILITY OF COPYRIGHT PROVISIONS TO ARCHITECTURAL/ENGINEERING DESIGN
WORK
The “Copyright Provisions”, Section 13 of the General Terms and Conditions, are not intended to
apply to any architectural and engineering design work funded by this grant.
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 27
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
1
1. DEFINITIONS
As used throughout this Grant, the following terms shall have the meaning set forth below:
A. “Authorized Representative” shall mean the Director and/or the designee authorized in writing to
act on the Director’s behalf.
B. “COMMERCE” shall mean the Department of Commerce.
C. "GRANTEE" shall mean the entity identified on the face sheet performing service(s) under this
Grant, and shall include all employees and agents of the GRANTEE.
D. “Personal Information” shall mean information identifiable to any person, including, but not limited
to, information that relates to a person’s name, health, finances, education, business, use or
receipt of governmental services or other activities, addresses, telephone numbers, social
security numbers, driver license numbers, other identifying numbers, and any financial identifiers.
E. ”State” shall mean the state of Washington.
F. "Subgrantee/subcontractor" shall mean one not in the employment of the GRANTEE, who is
performing all or part of those services under this Grant under a separate Grant with the
GRANTEE. The terms “subgrantee/subcontractor” refers to any tier.
G. “Subrecipient” shall mean a non-federal entity that expends federal awards received from a pass -
through entity to carry out a federal program, but does not include an individual that is a
beneficiary of such a program. It also excludes vendors that receive federal funds in exchange for
goods and/or services in the course of normal trade or commerce.
H. “Vendor” is an entity that agrees to provide the amount and kind of services requested by
COMMERCE; provides services under the grant only to those beneficiaries individually
determined to be eligible by COMMERCE and, provides services on a fee -for-service or per-unit
basis with contractual penalties if the entity fails to meet program performance standards.
2. ACCESS TO DATA
In compliance with RCW 39.26.180, the GRANTEE shall provide access to data generated under this
Grant to COMMERCE, the Joint Legislative Audit and Review Committee, and the Office of the State
Auditor at no additional cost. This includes access to all information that supports the findings,
conclusions, and recommendations of the GRANTEE’s reports, including computer models and the
methodology for those models.
3. ADVANCE PAYMENTS PROHIBITED
No payments in advance of or in anticipation of goods or services to be provided under this Grant
shall be made by COMMERCE.
4. ALL WRITINGS CONTAINED HEREIN
This Grant contains all the terms and conditions agreed upon by the parties. No other
understandings, oral or otherwise, regarding the subject matter of this Grant shall be deemed to exist
or to bind any of the parties hereto.
5. AMENDMENTS
This Grant may be amended by mutual agreement of the parties. Such amendments shall not be
binding unless they are in writing and signed by personnel authorized to bind each of the parties.
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 28
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
2
6. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101 -336, also referred to
as the “ADA” 28 CFR Part 35
The GRANTEE must comply with the ADA, which provides comprehensive civil rights protection to
individuals with disabilities in the areas of employment, public accommodations, state and local
government services, and telecommunications.
7. ASSIGNMENT
Neither this Grant, nor any claim arising under this Grant, shall be transferred or assigned by the
GRANTEE without prior written consent of COMMERCE.
8. ATTORNEYS’ FEES
Unless expressly permitted under another provision of the Grant, in the event of litigation or other
action brought to enforce Grant terms, each party agrees to bear its own attorneys fees and costs.
9. AUDIT
A. General Requirements
COMMERCE reserves the right to require an audit. If required, GRANTEEs are to procure audit
services based on the following guidelines.
The GRANTEE shall maintain its records and accounts so as to facilitate audits and shall ensure
that subgrantees also maintain auditable records.
The GRANTEE is responsible for any audit exceptions incurred by its own organization or that of
its subgrantees.
COMMERCE reserves the right to recover from the GRANTEE all disallowed costs resulting from
the audit.
Responses to any unresolved management findings and disallowed or questioned costs shall be
included with the audit report. The GRANTEE must respond to COMMERCE requests for
information or corrective action concerning audit issues within thirty (30) days of the date of
request.
B. State Funds Requirements
In the event an audit is required, if the GRANTEE is a state or local government entity, the Office
of the State Auditor shall conduct the audit. Audits of non-profit organizations are to be
conducted by a certified public accountant selected by the GRANTEE.
The GRANTEE shall include the above audit requirements in any subcontracts.
In any case, the GRANTEE’s records must be available for review by COMMERCE.
C. Documentation Requirements
The GRANTEE must send a copy of the audit report described above no later than nine (9)
months after the end of the GRANTEE’s fiscal year(s) by sending a scanned copy to
auditreview@commerce.wa.gov or a hard copy to:
Department of Commerce
ATTN: Audit Review and Resolution Office
1011 Plum Street SE
PO Box 42525
Olympia WA 98504-2525
In addition to sending a copy of the audit, when applicable, the GRANTEE must include:
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 29
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
3
Corrective action plan for audit findings within three (3) months of the audit being
received by COMMERCE.
Copy of the Management Letter.
If the GRANTEE is required to obtain a Single Audit consistent with Circular A-133 requirements,
a copy must be provided to COMMERCE; no other report is required.
10. BREACHES OF OTHER STATE CONTRACTS
GRANTEE is expected to comply with all other contracts executed between GRANTEE and the State
of Washington. A material breach of any other agreement entered into between GRANTEE and
COMMERCE that is not cured as permitted under the other agreement may, in COMMERCE's
discretion, be deemed a breach of this Agreement.
11. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
A. “Confidential Information” as used in this section includes:
1. All material provided to the GRANTEE by COMMERCE that is designated as “confidential”
by COMMERCE;
2. All material produced by the GRANTEE that is designated as “confidential” by COMMERCE;
and
3. All personal information in the possession of the GRANTEE that may not be disclosed under
state or federal law. “Personal information” includes but is not limited to information related to
a person’s name, health, finances, education, business, use of government services,
addresses, telephone numbers, social security number, driver’s license number and other
identifying numbers, and “Protected Health Information” under the federal Health Insurance
Portability and Accountability Act of 1996 (HIPAA).
B. The GRANTEE shall comply with all state and federal laws related to the use, sharing, transfer,
sale, or disclosure of Confidential Information. The GRANTEE shall use Confidential Information
solely for the purposes of this Grant and shall not use, share, transfer, sell or disclose any
Confidential Information to any third party except with the prior written consent of COMMERCE or
as may be required by law. The GRANTEE shall take all necessary steps to assure that
Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or
disclosure of Confidential Information or violation of any state or federal laws related thereto.
Upon request, the GRANTEE shall provide COMMERCE with its policies and procedures on
confidentiality. COMMERCE may require changes to such policies and procedures as they app ly
to this Grant whenever COMMERCE reasonably determines that changes are necessary to
prevent unauthorized disclosures. The GRANTEE shall make the changes within the time period
specified by COMMERCE. Upon request, the GRANTEE shall immediately return to
COMMERCE any Confidential Information that COMMERCE reasonably determines has not
been adequately protected by the GRANTEE against unauthorized disclosure.
C. Unauthorized Use or Disclosure. The GRANTEE shall notify COMMERCE within five (5) working
days of any unauthorized use or disclosure of any confidential information, and shall take
necessary steps to mitigate the harmful effects of such use or disclosure.
12. CONFLICT OF INTEREST
Notwithstanding any determination by the Executive Eth ics Board or other tribunal, COMMERCE
may, in its sole discretion, by written notice to the GRANTEE terminate this contract if it is found after
due notice and examination by COMMERCE that there is a violation of the Ethics in Public Service
Act, Chapters 42.52 RCW and 42.23 RCW; or any similar statute involving the GRANTEE in the
procurement of, or performance under this contract.
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 30
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
4
Specific restrictions apply to contracting with current or former state employees pursuant to chapter
42.52 of the Revised Code of Washington. T he GRANTEE and their subcontractor(s) must identify
any person employed in any capacity by the state of Washington that worked on this Grant, or any
matter related to the project funded under this Grant or any other state funded project, including but
not limited to formulating or drafting legislation, participating in grant procurement, planning and
execution, awarding grants, or monitoring grants, during the 24 month period preceding the start date
of this Grant. Any person identified by the GRANTEE and their subcontractors(s) must be identified
individually by name, the agency previously or currently employed by, job title or position held, and
separation date. If it is determined by COMMERCE that a conflict of interest exists, the GRANTEE
may be disqualified from further consideration for the award of a Grant.
In the event this contract is terminated as provided above, COMMERCE shall be entitled to pursue
the same remedies against the GRANTEE as it could pursue in the event of a breach of the contract
by the GRANTEE. The rights and remedies of COMMERCE provided for in this clause shall not be
exclusive and are in addition to any other rights and remedies provided by law. The existence of
facts upon which COMMERCE makes any determination under this clause shall be an issue and may
be reviewed as provided in the “Disputes” clause of this contract.
13. COPYRIGHT PROVISIONS
Unless otherwise provided, all Materials produced under this Grant shall be considered "works for
hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall
be considered the author of such Materials. In the event the Materials are not considered “works for
hire” under the U.S. Copyright laws, the GRANTEE hereby irrevocably assigns all right, title, and
interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to
COMMERCE effective from the moment of creation of such Materials.
“Materials” means all items in any format and includes, but is not limited to, data, reports, documents,
pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes,
and/or sound reproductions. “Ownership” includes the right to copyright, patent, register and the
ability to transfer these rights.
For Materials that are delivered under the Grant, but that incorporate pre-existing materials not
produced under the Grant, the GRANTEE hereby grants to COMMERCE a nonexclusive, royalty-free,
irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce,
distribute, prepare derivative works, publicly perform, and publicly display. The GRANTEE warrants
and represents that the GRANTEE has all rights and permissions, including intellectual property
rights, moral rights and rights of publicity, necessary to grant such a license to COMMERCE.
The GRANTEE shall exert all reasonable effort to advise COMMERCE, at the time of delivery of
Materials furnished under this Grant, of all known or potential invasions of privacy contained ther ein
and of any portion of such document which was not produced in the performance of this Grant. The
GRANTEE shall provide COMMERCE with prompt written notice of each notice or claim of
infringement received by the GRANTEE with respect to any Materials delivered under this Grant.
COMMERCE shall have the right to modify or remove any restrictive markings placed upon the
Materials by the GRANTEE.
14. DISPUTES
Except as otherwise provided in this Grant, when a dispute arises between the parties and it cannot
be resolved by direct negotiation, either party may request a dispute hearing with the Director of
COMMERCE, who may designate a neutral person to decide the dispute.
The request for a dispute hearing must:
be in writing;
state the disputed issues;
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 31
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
5
state the relative positions of the parties;
state the GRANTEE's name, address, and Contract number; and
be mailed to the Director and the other party’s (respondent’s) Grant Representative within
three (3) working days after the parties agree that they cannot resolve the dispute.
The respondent shall send a written answer to the requestor’s statement to both the Director or the
Director’s designee and the requestor within five (5) working days.
The Director or designee shall review the written statements and reply in writing to both parties within
ten (10) working days. The Director or designee may extend this period if necessary by notifying the
parties.
The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding.
The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial
tribunal.
Nothing in this Grant shall be construed to limit the parties’ choice of a mutually acceptable alternate
dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above.
15. DUPLICATE PAYMENT
COMMERCE shall not pay the GRANTEE, if the GRANTEE has charged or will charge the State of
Washington or any other party under any other Grant, subgrant/subcontract, or agreement, for the
same services or expenses.
16. GOVERNING LAW AND VENUE
This Grant shall be construed and interpreted in accordance with the laws of the state of Washington,
and the venue of any action brought hereunder shall be in the Superior Court for Thurston County.
17. INDEMNIFICATION
To the fullest extent permitted by law, the GRANTEE shall indemnify, defend, and hold harmless the
state of Washington, COMMERCE, agencies of the state and all officials, agents and employees of
the state, from and against all claims for injuries or death arising out of or resulting from the
performance of the contract. “Claim” as used in this contract, means any financial loss, claim, suit,
action, damage, or expense, including but not limited to attorneys fees, attributable for bodily injury,
sickness, disease, or death, or injury to or the destruction of tangible property including loss of use
resulting therefrom.
The GRANTEE’s obligation to indemnify, defend, and hold harmless includes any claim by
GRANTEE’s agents, employees, representatives, or any subgrantee/subcontractor or its employees.
GRANTEE expressly agrees to indemnify, defend, and hold harmless the State for any claim arising
out of or incident to GRANTEE’S or any subgrantee’s/subcontractor’s performance or failure to
perform the Grant. GRANTEE’S obligation to indemnify, defend, and hold harmless the State shall
not be eliminated or reduced by any actual or alleged concurrent negligence of State or its agents,
agencies, employees and officials.
The GRANTEE waives its immunity under Title 51 RCW to the extent it is required to indemnify,
defend and hold harmless the state and its agencies, officers, agents or employees.
18. INDEPENDENT CAPACITY OF THE GRANTEE
The parties intend that an independent contractor relationship will be created by this Grant. The
GRANTEE and its employees or agents performing under this Contract are not employees or agents
of the state of Washington or COMMERCE. The GRANTEE will not hold itself out as or claim to be
an officer or employee of COMMERCE or of the state of Washington by reason hereof, nor will the
GRANTEE make any claim of right, privilege or benefit which would accrue to such officer or
employee under law. Conduct and control of the work will be solely with the GRANTEE.
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 32
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
6
19. INDUSTRIAL INSURANCE COVERAGE
The GRANTEE shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If
the GRANTEE fails to provide industrial insurance coverage or fails to pay premiums or penalties on
behalf of its employees as may be required by law, COMMER CE may collect from the GRANTEE the
full amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount
owed by the GRANTEE to the accident fund from the amount payable to the GRANTEE by
COMMERCE under this Contract, and transmit the deducted amount to the Department of Labor and
Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I’s rights to
collect from the GRANTEE.
20. LAWS
The GRANTEE shall comply with all applicable laws, ordinances, codes, regulations and policies of
local and state and federal governments, as now or hereafter amended.
21. LICENSING, ACCREDITATION AND REGISTRATION
The GRANTEE shall comply with all applicable local, state, and federal licensing, accreditation and
registration requirements or standards necessary for the performance of this Contract.
22. LIMITATION OF AUTHORITY
Only the Authorized Representative or Authorized Representative’s delegate by writing (delegation to
be made prior to action) shall have the express, implied, or apparent authority to alter, amend,
modify, or waive any clause or condition of this Contract. Furthermore, any alteration, amendment,
modification, or waiver or any clause or condition of this contract is not effective or binding unless
made in writing and signed by the Authorized Representative.
23. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS
During the performance of this Grant, the GRANTEE shall comply with all federal, state, and local
nondiscrimination laws, regulations and policies. In the event of the GRANTEE’s non-compliance or
refusal to comply with any nondiscrimination law, regulation or policy, this Grant may be rescinded,
canceled or terminated in whole or in part, and the GRANTEE may be declared ineligible for further
Grants with COMMERCE. The GRANTEE shall, however, be given a reasonable time in which to
cure this noncompliance. Any dispute may be resolved in accordance with the “Disputes” procedure
set forth herein. The funds provided under this contract may not be used to fund religious worship,
exercise, or instruction. No person shall be required to participate in any religious worship, exercise,
or instruction in order to have access to the facilities funded by this grant.
24. PAY EQUITY
The GRANTEE agrees to ensure that “similarly employed” individuals in its workforce are
compensated as equals, consistent with the following:
a. Employees are “similarly employed” if the individuals work for the same employer, the
performance of the job requires comparable skill, effort, and responsibility, and the jobs are
performed under similar working conditions. Job titles alone are not determinative of whether
employees are similarly employed;
b. GRANTEE may allow differentials in compensation for its workers if the differentials are
based in good faith and on any of the following:
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 33
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
7
(i) A seniority system; a merit system; a system that measures earnings by quantity or
quality of production; a bona fide job-related factor or factors; or a bona fide regional
difference in compensation levels.
(ii) A bona fide job-related factor or factors may include, but not be limited to, education,
training, or experience that is: Consistent with business necessity; not based on or
derived from a gender-based differential; and accounts for the entire differential.
(iii) A bona fide regional difference in compensation level must be: Consistent with
business necessity; not based on or derived from a gender-based differential; and
account for the entire differential.
This Contract may be terminated by COMMERCE, if COMMERCE or the Department of Enterprise
services determines that the GRANTEE is not in compliance with this provision.
25. POLITICAL ACTIVITIES
Political activity of GRANTEE employees and officers are limited by the State Campaign Finances
and Lobbying provisions of Chapter 42.17a RCW and the Federal Hatch Act, 5 USC 1501 - 1508.
No funds may be used for working for or against ballot measures or for or against the candidacy of
any person for public office.
26. PUBLICITY
The GRANTEE agrees not to publish or use any advertising or publicity materials in which the state of
Washington or COMMERCE’s name is mentioned, or language used from which the connection with
the state of Washington’s or COMMERCE’s name may reasonably be inferred or implied, without the
prior written consent of COMMERCE.
27. RECAPTURE
In the event that the GRANTEE fails to perform this Grant in accordance with state laws, federal laws,
and/or the provisions of this Grant, COMMERCE reserves the right to recapture funds in an amount
to compensate COMMERCE for the noncompliance in addition to any other remedies available at law
or in equity.
Repayment by the GRANTEE of funds under this recapture provision shall occur within the time
period specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from
payments due under this Grant.
28. RECORDS MAINTENANCE
The GRANTEE shall maintain books, records, documents, data and other evidence relating to this
Grant and performance of the services described herein, including but not limited to accounting
procedures and practices that sufficiently and properly reflect all direct and indirect costs of any
nature expended in the performance of this Grant.
GRANTEE shall retain such records for a period of six years following the date of final payment. At
no additional cost, these records, including materials generated under the Grant, shall be subject at
all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by
COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law,
regulation or agreement.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the records
shall be retained until all litigation, claims, or audit findings involving the records have been resolved.
29. REGISTRATION WITH DEPARTMENT OF REVENUE
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 34
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
8
If required by law, the GRANTEE shall complete registration with the Washington State Department
of Revenue.
30. RIGHT OF INSPECTION
The GRANTEE shall provide right of access to its facilities to COMMERCE, or any of its officers, or to
any other authorized agent or official of the state of Washington or the federal government, at all
reasonable times, in order to monitor and evaluate performance, compliance, and/or quality
assurance under this Grant.
31. SAVINGS
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way
after the effective date of this Grant and prior to normal completion, COMMERCE may terminate the
Grant under the "Termination for Convenience" clause, without the ten calendar day notice
requirement. In lieu of termination, the Grant may be amended to reflect the new funding limitations
and conditions.
32. SEVERABILITY
The provisions of this Grant are intended to be severable. If any term or provision is illegal or invalid
for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of
the Grant.
33. SITE SECURITY
While on COMMERCE premises, GRANTEE, its agents, employees, or subcontractors shall conf orm
in all respects with physical, fire or other security policies or regulations.
34. SUBGRANTING/SUBCONTRACTING
Neither the GRANTEE nor any subgrantee/subcontractor shall enter into subgrants/subcontracts for
any of the work contemplated under this contract without obtaining prior written approval of
COMMERCE. In no event shall the existence of the subgrant/subcontract operate to release or
reduce the liability of the GRANTEE to COMMERCE for any breach in the performance of the
GRANTEE’s duties. This clause does not include Grants of employment between the GRANTEE and
personnel assigned to work under this Grant.
Additionally, the GRANTEE is responsible for ensuring that all terms, conditions, assurances and
certifications set forth in this agreement are carried forward to any subgrants/subcontracts.
GRANTEE and its subgrantees/subcontractors agree not to release, divulge, publish, transfer, sell or
otherwise make known to unauthorized persons personal information without the express written
consent of COMMERCE or as provided by law.
35. SURVIVAL
The terms, conditions, and warranties contained in this Grant that by their sense and context are
intended to survive the completion of the performance, cancellation or termination of this Grant shall
so survive.
36. TAXES
All payments accrued on account of payroll taxes, unemployment contributions, the GRANTEE’s
income or gross receipts, any other taxes, insurance or expenses for the GRANTEE or its staff shall
be the sole responsibility of the GRANTEE.
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 35
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
9
37. TERMINATION FOR CAUSE
In the event COMMERCE determines the GRANTEE has failed to comply with the conditions of this
Grant in a timely manner, COMMERCE has the right to suspend or terminate this Grant. Before
suspending or terminating the Grant, COMMERCE shall notify the GRANTEE in writing of the need to
take corrective action. If corrective action is not taken within 30 calendar days, the Grant may be
terminated or suspended.
In the event of termination or suspension, the GRANTEE shall be liable for damages as authorized by
law including, but not limited to, any cost difference between the original Grant and the replacement
or cover Grant and all administrative costs directly related to the replacement Grant, e.g., cost of the
competitive bidding, mailing, advertising and staff time.
COMMERCE reserves the right to suspend all or part of the Grant, withhold further payments, or
prohibit the GRANTEE from incurring additional obligations of funds during investigation of the
alleged compliance breach and pending corrective action by the GRANTEE or a decision by
COMMERCE to terminate the Grant. A termination shall be deemed a “Termination for Convenience”
if it is determined that the GRANTEE: (1) was not in default; or (2) failure to perform was outside of
his or her control, fault or negligence.
The rights and remedies of COMMERCE provided in this Grant are not exclusive and are, in addition
to any other rights and remedies, provided by law.
38. TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Grant, COMMERCE may, by ten (10) business days written
notice, beginning on the second day after the mailing, terminate this Grant, in whole or in part. If this
Grant is so terminated, COMMERCE shall be liable only for payment required under the terms of this
Grant for services rendered or goods delivered prior to the effective date of termination.
39. TERMINATION PROCEDURES
Upon termination of this Grant, COMMERCE, in addition to any other rights provided in this Grant,
may require the GRANTEE to deliver to COMMERCE any property specifically produced or acquired
for the performance of such part of this Grant as has been terminated. The provisions of the
"Treatment of Assets" clause shall apply in such property transfer.
COMMERCE shall pay to the GRANTEE the agreed upon price, if separately stated, for completed
work and services accepted by COMMERCE, and the amount agreed upon by the GRANTEE and
COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially
completed work and services, (iii) other property or services that are accepted by COMMERCE, and
(iv) the protection and preservation of property, unless the termination is for default, in which case the
AUTHORIZED REPRESENTATIVE shall determine the extent of the liability of COMMERCE. Failure
to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this
Grant. COMMERCE may withhold from any amounts due the GRANTEE such sum as the
AUTHORIZED REPRESENTATIVE determines to be necessary to protect COMMERCE against
potential loss or liability.
The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this contract.
After receipt of a notice of termination, and except as otherwise directed by the AUTHORIZED
REPRESENTATIVE, the GRANTEE shall:
1. Stop work under the Grant on the date, and to the extent specified, in the notice;
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 36
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
10
2. Place no further orders or subgrants/subcontracts for materials, services, or facilities except as
may be necessary for completion of such portion of the work under the Grant that is not
terminated;
3. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the
AUTHORIZED REPRESENTATIVE, all of the rights, title, and interest of the GRANTEE under the
orders and subgrants/subcontracts so terminated, in which case COMMERCE has the right, at its
discretion, to settle or pay any or all claims arising out of the termination of such orders and
subgrants/subcontracts;
4. Settle all outstanding liabilities and all claims arising out of such termination of orders and
subcontracts, with the approval or ratification of the AUTHORIZED REPRESENTATIVE to the
extent AUTHORIZED REPRESENTATIVE may require, which approval or ratification shall be
final for all the purposes of this clause;
5. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed
by the AUTHORIZED REPRESENTATIVE any property which, if the Grant had been completed,
would have been required to be furnished to COMMERCE;
6. Complete performance of such part of the work as shall not have been terminated by the
AUTHORIZED REPRESENTATIVE; and
7. Take such action as may be necessary, or as the AUTHORIZED REPRESENTATIVE may direct,
for the protection and preservation of the property related to this Grant, which is in the possession
of the GRANTEE and in which COMMERCE has or may acquire an interest.
40. TREATMENT OF ASSETS
Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property
furnished by the GRANTEE, for the cost of which the GRANTEE is entitled to be reimbursed as a
direct item of cost under this Grant, shall pass to and vest in COMMERCE upon delivery of such
property by the GRANTEE. Title to other property, the cost of which is reimbursable to the
GRANTEE under this Grant, shall pass to and vest in COMMERCE upon (i) issuance for use of such
property in the performance of this Grant, or (ii) commencement of use of such property in the
performance of this Grant, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in
part, whichever first occurs.
A. Any property of COMMERCE furnished to the GRANTEE shall, unless otherwise provided herein
or approved by COMMERCE, be used only for the performance of this Grant.
B. The GRANTEE shall be responsible for any loss or damage to property of COMMERCE that
results from the negligence of the GRANTEE or which results from the failure on the part of the
GRANTEE to maintain and administer that property in accordance with sound management
practices.
C. If any COMMERCE property is lost, destroyed or damaged, the GRANTEE shall immediately
notify COMMERCE and shall take all reasonable steps to protect the property from further
damage.
D. The GRANTEE shall surrender to COMMERCE all property of COMMERCE prior to settlement
upon completion, termination or cancellation of this Grant
All reference to the GRANTEE under this clause shall also include GRANTEE'S employees,
agents or subgrantees/subcontractors.
41. WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or
breach. Any waiver shall not be construed to be a modification of the terms of this Grant unless
stated to be such in writing and signed by Authorized Representative of COMMERCE.
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Page 37
Attachment A
Scope of Work
Funds awarded under this grant shall be used by HealthPoint for the construction of the new Family First
Community Center located at 16022 116th Avenue Southeast, Renton, Washington 98058 -5245.
This will include, but not be limited to, site preparation, carpentry, siding, plumbing, HVAC, electrical,
grading, paving, and underground water utilities. The total area for the new facility is approximately
25,000 square feet, the wood-framed facility will include a gymnasium, fitness gym, check-in counters,
classrooms, lockers, multi-pupose rooms, and offices. The health clinic will feature a reception area, six
medical treatment rooms, two dental operatories, a Panorex x-ray room, a sterilization room, and two
confidential rooms.
This project will serve as a benefit to the community by providing primary care, family support services,
educational STEAM programs, wellness and engagement activities.
This project is estimated to be completed in June 2023.
Costs related to the work will only be reimbursed to the extent the work is determined by Commerce to be
within the scope of the legislative appropriation.
CERTIFICATION PERFORMANCE MEASURE
The GRANTEE, by its signature, certifies that the Scope of Work set forth above has been reviewed and
approved by the GRANTEE’s governing body as of the date and year written below.
______________________________________
GRANTEE
______________________________________
TITLE
_____________________________________
DATE
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
12/17/2021 | 9:41 AM PST
CEO
Page 38
Attachment B
Budget
Line Item Amount
Architecture & Engineering $1,665,410.00
Construction $12,747,056.00
Other: Permits and Fees $587,534.00
Total Contracted Amount: $15,000,000.00
CERTIFICATION PERFORMANCE MEASURE
The GRANTEE, by its signature, certifies that the Project Budget set forth above has been reviewed and
approved by the GRANTEE’s governing body or board of directors, as applicable, as of the date and year
written below.
______________________________________
GRANTEE
______________________________________
TITLE
_____________________________________
DATE
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
12/17/2021 | 9:41 AM PST
CEO
Page 39
Attachment C
Certification of the Availability of Funds to Complete the Project
Non-State Funds Amount Total
First Financial $3,000,000.00
City of Renton - Local General Fund $4,950,139.00
Private Donations $1,176,678.00
King County $75,000.00
Bill and Melinda Gates Foundation $250,000.00
Norcliffe Foundation $100,000.00
Corporate Donation $483,655.00
Other Foundation Grants $201,000.00
Other Businesses $329,528.00
Total Non-State Funds $10,566,000.00 $10,566,000.00
State Funds
State Capital Budget $2,979,000.00
State Capital Budget 19-21 City of Renton
(Grant # 19-96619-020)
$1,455,000.00
Total Non-State and State Sources
$15,000,000.00
CERTIFICATION PERFORMANCE MEASURE
The GRANTEE, by its signature, certifies that project funding from sources other than those provided by
this contract and identified above has been reviewed and approved by the GRANTEE’s governing body
or board of directors, as applicable, and has either been expended for eligible Project expenses, or is
committed in writing and available and will remain committed and available solely and specifically for
carrying out the purposes of this Project as described in elsewhere in this contract, as of the date and
year written below. The GRANTEE shall maintain records sufficient to evidence that it has expended or
has access to the funds needed to complete the Project, and shall make s uch records available for
COMMERCE’S review upon reasonable request.
______________________________________
GRANTEE
______________________________________
TITLE
_____________________________________
DATE
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
12/17/2021 | 9:41 AM PST
CEO
Page 40
Attachment D
Certification of the Payment and Reporting of Prevailing Wages
CERTIFICATION PERFORMANCE MEASURE
The GRANTEE, by its signature, certifies that all contractors and subcontractors performing work on the
Project shall comply with prevailing wage laws set forth in Chapter 39.12 RCW, as of May 18, 2021
including but not limited to the filing of the “Statement of Intent to Pay Prevailing Wages” and “Affidavit of
Wages Paid” as required by RCW 39.12.040. The GRANTEE shall maintain records sufficient to
evidence compliance with Chapter 39.12 RCW, and shall make such records available for COMMERCE’S
review upon request.
If any state funds are used by the GRANTEE for the purpose of construction, applicable State Prevailing
Wages must be paid.
The GRANTEE, by its signature, certifies that the declaration set forth above has been reviewed and
approved by the GRANTEE’s governing body as of the date and year written below.
______________________________________
GRANTEE
______________________________________
TITLE
_____________________________________
DATE
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
12/17/2021 | 9:41 AM PST
CEO
Page 41
Attachment E
Certification of Intent to Enter the
Leadership in Energy and Environmental Design (LEED) Certification Process
CERTIFICATION PERFORMANCE MEASURE
The GRANTEE, by its signature, certifies that it will enter into the Leadership in Energy and
Environmental Design certification process, as stipulated in RCW 39.35D, as applicable to the Project
funded by this contract. The GRANTEE shall, upon receipt of LEED certification by the United States
Green Building Council, provide documentation of such certific ation to COMMERCE.
The GRANTEE, by its signature, certifies that the declaration set forth above has been reviewed and
approved by the GRANTEE’s governing body or board of directors, as applicable, as of the date and year
written below.
______________________________________
GRANTEE
______________________________________
TITLE
_____________________________________
DATE
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
12/17/2021 | 9:41 AM PST
CEO
Page 42
Capital Programs – Contract DOCUSIGN REVIEW AND ROUTING FORM
Reviewed & Approved By: Name Initials Date
Managing Director Addie Craig
Deputy Assistant Director Tony Hanson
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
12/17/2021 | 12:34 PM PST
12/20/2021 | 8:54 AM PST
Page 43
Certificate Of Completion
Envelope Id: FBC3DA18E3B74FDD9ECE9745E7551680 Status: Completed
Subject: Please DocuSign: C22009 HealthPoint Clinic at Family First Community Center - Contract .pdf
Division:
Local Government
Program: Building Community Funds
ContractNumber: 22-96641-009
DocumentType: Contract
Source Envelope:
Document Pages: 29 Signatures: 7 Envelope Originator:
Certificate Pages: 5 Initials: 2 Kari Sample
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
1011 Plum Street SE
MS 42525
Olympia, WA 98504-2525
kari.sample@commerce.wa.gov
IP Address: 147.55.149.140
Record Tracking
Status: Original
12/8/2021 10:56:38 AM
Holder: Kari Sample
kari.sample@commerce.wa.gov
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: Washington State Department of Commerce Location: DocuSign
Signer Events Signature Timestamp
Lisa Yohalem
lyohalem@healthpointchc.org
CEO
HealthPoint
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 63.237.235.164
Sent: 12/8/2021 11:11:55 AM
Viewed: 12/17/2021 9:41:17 AM
Signed: 12/17/2021 9:41:54 AM
Electronic Record and Signature Disclosure:
Accepted: 12/17/2021 9:41:17 AM
ID: d359ab60-8aae-4c7f-93be-1497c7ec3f6a
Addeline Craig
addeline.craig@commerce.wa.gov
Capital Projects Supervisor
Washington State Department of Commerce
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 67.168.142.42
Signed using mobile
Sent: 12/17/2021 10:56:32 AM
Viewed: 12/17/2021 12:33:28 PM
Signed: 12/17/2021 12:34:11 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Tony Hnason
tony.hanson@commerce.wa.gov
Washington State Department of Commerce
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.239.10.214
Sent: 12/17/2021 12:34:14 PM
Viewed: 12/20/2021 8:54:45 AM
Signed: 12/20/2021 8:54:55 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Page 44
Signer Events Signature Timestamp
Mark Barkley
mark.barkley@commerce.wa.gov
Assistant Director
Washington State Department of Commerce
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.239.157.52
Sent: 12/20/2021 8:54:58 AM
Viewed: 12/20/2021 8:55:08 AM
Signed: 12/20/2021 8:55:14 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Kari Sample
kari.sample@commerce.wa.gov
Washington State Department of Commerce
Security Level: Email, Account Authentication
(None)
Using IP Address: 174.246.48.135
Viewed using mobile
Sent: 12/17/2021 9:41:58 AM
Viewed: 12/17/2021 10:56:31 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Kari Sample
kari.sample@commerce.wa.gov
Washington State Department of Commerce
Security Level: Email, Account Authentication
(None)
Sent: 12/20/2021 8:55:17 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 12/8/2021 11:11:56 AM
Certified Delivered Security Checked 12/20/2021 8:55:08 AM
Signing Complete Security Checked 12/20/2021 8:55:14 AM
Completed Security Checked 12/20/2021 8:55:17 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Page 45
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Washington State Department of Commerce (we, us or Company) may be
required by law to provide to you certain written notices or disclosures. Described below are the
terms and conditions for providing to you such notices and disclosures electronically through the
DocuSign system. Please read the information below carefully and thoroughly, and if you can
access this information electronically to your satisfaction and agree to this Electronic Record and
Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to
‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the
DocuSign system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after the signing session and, if you
elect to create a DocuSign account, you may access the documents for a limited period of time
(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
$0.15 per-page fee. You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us.
All notices and disclosures will be sent to you electronically
Electronic Record and Signature Disclosure created on: 8/11/2020 4:44:12 PM
Parties agreed to: Lisa Yohalem
Page 46
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact Washington State Department of Commerce:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: docusign@commerce.wa.gov
To advise Washington State Department of Commerce of your new email address
To let us know of a change in your email address where we should send notices and disclosures
electronically to you, you must send an email message to us at docusign@commerce.wa.gov and
in the body of such request you must state: your previous email address, your new email
address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your
account preferences.
To request paper copies from Washington State Department of Commerce
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an email to docusign@commerce.wa.gov and in
the body of such request you must state your email address, full name, mailing address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with Washington State Department of Commerce
To inform us that you no longer wish to receive future notices and disclosures in electronic
format you may:
Page 47
i. decline to sign a document from within your signing session, and on the subsequent page,
select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an email to docusign@commerce.wa.gov and in the body of such request you must
state your email, full name, mailing address, and telephone number. We do not need any other
information from you to withdraw consent.. The consequences of your withdrawing consent for
online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The
current system requirements are found here: https://support.docusign.com/guides/signer-guide-
signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please confirm that you have
read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for
your future reference and access; or (ii) that you are able to email this ERSD to an email address
where you will be able to print on paper or save it for your future reference and access. Further,
if you consent to receiving notices and disclosures exclusively in electronic format as described
herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before
clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm
that:
You can access and read this Electronic Record and Signature Disclosure; and
You can print on paper this Electronic Record and Signature Disclosure, or save or send
this Electronic Record and Disclosure to a location where you can print it, for future
reference and access; and
Until or unless you notify Washington State Department of Commerce as described
above, you consent to receive exclusively through electronic means all notices,
disclosures, authorizations, acknowledgements, and other documents that are required to
be provided or made available to you by Washington State Department of Commerce
during the course of your relationship with Washington State Department of Commerce.
Page 48
Page 49
THE H EARST F OUN DAT IONS
WILLIAM RANDOLPH HEARST FOUNDATION
THE HEARST FOUNDATION, INC.
90 New Montgomery Street, Suite 1212 • San Francisco, CA 94105 • T 415.908.4500
September 28, 2021
Lisa Yohalem
Chief Executive Officer
HealthPoint
955 Powell Avenue S.W.
Renton, WA 98057
Dear Ms. Yohalem:
It is our pleasure to inform you that at the September 28, 2021
meeting of the Board of Directors of The Hearst Foundation, Inc., a grant of
$75,000 was approved to support the capital campaign for the Family First
Community Center at HealthPoint. Within fourteen (14) days of our receipt of
a countersigned original of this letter, the grant funds will be sent, via ACH
electronic payment, to the bank account previously provided by your
organization to The Hearst Foundation, Inc.. The grant, and your acceptance
of the ACH electronic payment of the grant funds, is made subject to the
terms and conditions outlined in this letter.
This grant is made with the understanding that the grant funds will be
used by your organization solely for the purpose described above. Your
organization agrees that no part of these funds may be used for any purpose
not specifically set forth in this letter and that it will obtain our advance written
approval before changing the use of the grant funds. A request for a change
in the use of the grant must be in writing and sent to The Hearst Foundation,
Inc.’s Executive Director.
Your organization agrees to provide us with an annual report by
November 1, 2022, as specified in the attachments. These annual reports
must be provided until your organization fully expends the grant.
Your organization represents and warrants that there has been no
change in its status as an organization described in section 501(c)(3) of the
Internal Revenue Code or its classification as a public charity described in
sections 509 (a)(1), (2) or (3) of the Internal Revenue Code. If your
organization is a supporting organization described in section 509(a)(3) of the
Internal Revenue Code, your organization also represents and warrants that it
has been classified as a Type I supporting organization within the meaning of
section 509(a)(3)(B)(i) of the Internal Revenue Code, a Type II supporting
organization within the meaning of section 509(a)(3)(B)(ii), or a functionally
integrated Type III supporting organization within the meaning of section
4943(f)(5)(b) of the Internal Revenue Code.
Page 50
Lisa Yohalem
September 28, 2021
Page 2
Your organization agrees that the terms and conditions of the grant
are governed by the laws of the State of California. Additionally, your
organization confirms that the name on the bank account, previously provided
by your organization to The Hearst Foundation, Inc., is in the name of your
organization and not in the name of a related organization.
So that we may have a written confirmation of your organization’s
acceptance of the terms and conditions of the grant, as set forth in this letter,
please sign, or arrange for another authorized officer (as stated in your by-
laws), director or trustee of your organization to sign one original of this letter
and return it to my attention no later than Friday, October 8, 2021. Please
note, we kindly request that letters are returned via a trackable method of
shipment (i.e. second-day or priority mail).
On behalf of our Board of Directors, I extend best wishes for your
organization’s continued success.
Sincerely,
Paul “Dino” Dinovitz
Executive Director
Encl.
cc: Chris Cooper
Agreed to and accepted by:
Signature
Printed Name
Title
Date
Lisa Yohalem
President & CEO
10/07/2021
Page 51
Page 52
CAG-21-282
Grantto
For
Washington State
of
V%dv CompiYlerCe
City of Renton
through
The 2019 Local and Community Projects Program
Family First Community Center— New recreational facility
Start date: 1/19/2018
Washington State Department of Commerce
www.commerce.wa.gov
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 53
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 54
TABLE OF CONTENTS
FaceSheet...................................................................................................................1
Special Terms and Conditions...................................................................................... 2
1. Grant Management................................................................................2
2. Compensation....................................................................................... 2
3. Certification of Funds Performance Measures ........................................ 2
4. Prevailing Wage Law............................................................................. 3
5. Documentation and Security.................................................................. 3
6. Basis for Establishing Real Property Values for Acquisitions of Real Property.... 4
7. Expenditures Eligible for Reimbursement ............................................... 4
8. Billing Procedures and Payment............................................................. 4
9. Subcontractor Data Collection...................................................... 5
10. Insurance ............................................................................................... 5
11. Order of Precedence.............................................................................. 6
12. Reduction in Funds................................................................................6
13. Ownership of Project/Capital Facilities.................................................... 7
14. Change of Ownership or Use for GRANTEE -Owned Property ................. 7
15. Change of Use for Leased Property Performance Measure ..................... 7
16. Modification to the Project Budget.......................................................... 7
17. Signage, Markers and Publications......................................................... 8
18. Historical and Cultural Artifacts............................................................... 8
19. Reappropriation..................................................................................... 8
20. Termination for Fraud or Misrepresentation ............................................ 9
General Terms and Conditions..................................................................................... 1
1. Definitions..............................................................................................1
2. Access to Data....................................................................................... 1
3. Advance Payments Prohibited................................................................ 1
4. All Writings Contained Herein.................................................................1
5. Amendments......................................................................................... 1
6. Americans with Disabilities Act(ADA)..................................................... 2
7. Assignment............................................................................................2
8. Attorney's Fees...................................................................................... 2
9. Audit......................................................................................................2
10. Breaches of Other State Contracts..................................................3
11. Confidentiality/Safeguarding of Information ............................................. 3
12. Conflict of Interest.................................................................................. 4
13. Copyright Provision................................................................................4
14. Disputes................................................................................................ 4
15. Duplicate Payment.................................................................................5
16. Governing Law and Venue..................................................................... 5
17. Indemnification....................................................................................... 5
18. Independent Capacity of the Grantee ..................................................... 5
19. Industrial Insurance Coverage................................................................5
20. Laws......................................................................................................6
21. Licensing, Accreditation and Registration ............................................... 6
22. Limitation of Authority............................................................................. 6
23. Noncompliance with Nondiscrimination Laws .......................................... 6
24. Pay Equity..................................................................................6
25. Political Activities................................................................................... 7
26. Publicity.................................................................................................7
27. Recapture..............................................................................................7
28. Records Maintenance............................................................................7
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 55
29. Registration with Department of Revenue ............................................... 7
30. Right of Inspection............................................................ ..........7
31. Savings................................................................................................. 8
32. Severability............................................................................................8
33. Site Security.......................................................................................... 8
34. Subgranting/Subcontracting...................................................................8
35. Survival.................................................................................................8
36. Taxes.................................................................................................... 8
37. Termination for Cause............................................................................ 8
38. Termination for Convenience................................................................. 9
39. Termination Procedures......................................................................... 9
40. Treatment of Assets.............................................................................10
41. Waiver.................................................................................................10
Attachment A, Scope of Work; Attachment B, Budget; Attachment C, Availability of Funds;
Attachment D Certification of Prevailing Wages; Attachment E, Certification of LEED
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 56
FACE SHEET
Grant Number: 19-96619-020
Washington State Department of Commerce
Local Government Division
Community Capital Facilities Unit
1. GRANTEE 2. GRANTEE Doing BusinessAs (optional)
City ofRenton
1055 South Grady Way
Renton, Washington98057
3. Grantee Representative 4. COMMERCE Representative
Russ Woodruff Addie Craig
Capital Projects Coordinator Project Manager P.O. Box 42525
425) 430-6602 360) 688-0041 1011 Plum Street SE
roodruff@rentonwa.gov Fax 360-586-5880 Olympia, WA 98504-2525
addeline.craig@conmwrce.wa.gov
5. Grant Amount 6. Funding Source 7. Start Date 8. End Date
1,455,000.00 Federal: State: ® Other: N/A: 1/19/2018 6/30/2023
9. Federal Funds (as applicable) Federal Agency CFDA Number
N/A N/A N/A
10. Tax ID # 11. SWV # 12. UBI # 13. DUNS #
91-6001271 SWV0012200 177-000-094 N/A
14.Grant Purpose
The outcome ofthis performance -based contract is to build anew recreational facility as referenced in Attachment A — Scope of
Work.
COMMERCE, defined as theDepartment of Commerce, and the GRANTEE, as defined above, acknowledge and accept the terms
of this Grant and attachments andhave executed this Grant on the datebelowto start as ofthe date and year referenced above. The
rights and obligations ofbothparties to this Gant are governedby this Gant and thefollowing otherdocuments incorporatedby
reference: Gant Terms and Conditions including Attachment "A" — Scope of W ork, Attachment "B" —Budget, Attachment "C" —
Certification ofAvailability ofFunds to Completethe Project, Attachment "D" — Certification ofthe Payment and Reporting of
Prevailing Wages, Attachment"E"—CertificationofhitenttoEnterLEED process.
FOR GRANTEE FOR COMMERCE
AimondoPavone,Mayor MarkK. Barkley, Assistant Director
12-10-2021
Date Date
ATTEST' APPROVED AS TO FORM
U
ason A Seth, City Clerk '%,, ,y ' ,,,,,,,, ``' y
Q Steve Scheele, Assistant Attorney General
7/29/2021
Date
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
12/14/2021 | 1:02 PM PST
Page 57
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
THIS CONTRACT, entered into by and between City of Renton (a unit of local government hereinafter
referred to as the GRANTEE), and the Washington State Department of Commerce (hereinafter referred
to as COMMERCE), WITNESSES THAT:
WHEREAS, COMMERCE has the statutory authority under RCW 43.330.050 (5) to cooperate
with and provide assistance to local governments, businesses, and community -based
organizations; and
WHEREAS, COMMERCE is also given the responsibility to administer state funds and programs
which are assigned to COMMERCE by the Governor or the Washington State Legislature; and
WHEREAS, the Washington State Legislature has, in Laws of 2018, Chapter 298, Section 1012,
made an appropriation to support the 2019 Local and Community Projects Program and made
reapproriations in the Laws of 2019 Chapter 413, Section 1052 and in the Laws of 2020 Chapter
356, Section 1017 and in the laws of 2021 Chapter 332 section 1047 and directed COMMERCE
to administer those funds; and
WHEREAS, the enabling legislation also stipulates that the GRANTEE is eligible to receive
funding for acquisition, construction, or rehabilitation (a venture hereinafter referred to as the
Project").
NOW, THEREFORE, in consideration of covenants, conditions, performances, and promises hereinafter
contained, the parties hereto agree as follows:
1. GRANT MANAGEMENT
The Representative for each of the parties shall be responsible for and shall be the contact person for
all communications and billings regarding the performance of this Grant.
The Representative for COMMERCE and their contact information are identified on the Face
Sheet of this Grant.
The Representative for the GRANTEE and their contact information are identified on the Face
Sheet of this Grant.
2. COMPENSATION
COMMERCE shall pay an amount not to exceed $1,455,000.00 for the capital costs necessary for or
incidental to the performance of work as set forth in the Scope of Work.
3. CERTIFICATION OF FUNDS PERFORMANCE MEASURES
A. The release of state funds under this contract is contingent upon the GRANTEE certifying that it
has expended or has access to funds from non -state sources as set forth in ATTACHMENT C
CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE PROJECT), hereof.
Such non -state sources may consist of a combination of any of the following:
i) Eligible Project expenditures prior to the execution of this contract.
ii) Cash dedicated to the Project.
iii) Funds available through a letter of credit or other binding loan commitment(s).
iv) Pledges from foundations or corporations.
v) Pledges from individual donors.
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 58
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
vi) The value of real property when acquired solely for the purposes of this Project, as
established and evidenced by a current market value appraisal performed by a licensed,
professional real estate appraiser, or a current property tax statement. COMMERCE will
not consider appraisals for prospective values of such property for the purposes of
calculating the amount of non -state matching fund credit.
vii) In -kind contributions, subject to COMMERCE'S approval.
B. The GRANTEE shall maintain records sufficient to evidence that it has access to or has
expended funds from such non -state sources, and shall make such records available for
COMMERCE'S review upon reasonable request.
4. PREVAILING WAGE LAW
The Project funded under this Grant may be subject to state prevailing wage law (Chapter 39.12
RCW). The GRANTEE is advised to consult the Industrial Statistician at the Washington Department
of Labor and Industries to determine whether prevailing wages must be paid. COMMERCE is not
responsible for determining whether prevailing wage applies to this Project or for any prevailing wage
payments that may be required by law.
5. DOCUMENTATION AND SECURITY
The provisions of this section shall apply to capital projects performed by nonprofit organizations and
public benefit corporations that involve the expenditure of over $500,000 instate funds. Projects for
which the grant award or legislative intent documents specify that the state funding is to be used for
design only are exempt from this section.
A. Deed of Trust. This Grant shall be evidenced by a promissory note and secured by a deed of
trust or other appropriate security instrument in favor of COMMERCE (the "Deed of Trust"). The
Deed of Trust shall be recorded in the County where the Project is located, and the original
returned to COMMERCE after recordation within ninety (90) days of contract execution. The
Deed of Trust must be recorded before COMMERCE will reimburse the GRANTEE for any
Project costs. The amount secured by the Deed of Trust shall be the amount of the grant as set
forth in Section 2, hereof.
B. Term of Deed of Trust. The Deed of Trust shall remain in full force and effect for a period of ten
10) years following the final payment of state funds to the GRANTEE under this grant. Upon
satisfaction of the ten-year term requirement and all other grant terms and conditions,
COMMERCE shall, upon written request of the GRANTEE, take appropriate action to reconvey
the Deed of Trust.
C. Title Insurance. The GRANTEE shall purchase an extended coverage lender's policy of title
insurance insuring the lien position of the Deed of Trust in an amount not less than the amount of
the grant.
D. Covenant. If the project will be partially funded by a loan and the term of said loan is less than the
commitment period under this grant contract, COMMERCE may require that GRANTEE record or
cause to be recorded a covenant in a superior lien position ahead of the lender's security
instrument that restricts use of the facility or property for the purpose(s) stated elsewhere in this
contract for at least the term of the commitment period
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 59
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
E. Subordination. COMMERCE may agree to subordinate its deed of trust upon request from a
private or public lender. Any such request shall be submitted to COMMERCE in writing, and
COMMERCE shall respond to the request in writing within thirty (30) days of receiving the
request.
6. BASIS FOR ESTABLISHING REAL PROPERTY VALUES FOR ACQUISITIONS OF REAL
PROPERTY PERFORMANCE MEASURES
When the grant is used to fund the acquisition of real property, the value of the real property
eligible for reimbursement under this grant shall be established as follows:
a. GRANTEE purchases of real property from an independent third -party seller shall be
evidenced by a current appraisal prepared by a licensed Washington State commercial
real estate appraiser, or a current property tax statement.
b. GRANTEE purchases of real property from a subsidiary organization, such as an
affiliated LLC, shall be evidenced by a current appraisal prepared by a licensed
Washington State commercial real estate appraiser orthe prior purchase price of the
property plus holding costs, whichever is less.
7. EXPENDITURES ELIGIBLE FOR REIMBURSEMENT
The GRANTEE may be reimbursed, at the rate setforth elsewhere in this contract, for Project
expenditures in the following cost categories:
A. Real property, and costs directly associated with such purchase, when purchased or acquired
solely for the purposes of the Project;
B. Design, engineering, architectural, and planning;
C. Construction management and observation (from external sources only);
D. Construction costs including, but not limited to, the following:
Site preparation and improvements;
Permits and fees;
Labor and materials;
Taxes on Project goods and services;
Capitalized equipment;
Information technology infrastructure; and
Landscaping.
8. BILLING PROCEDURES AND PAYMENT
COMMERCE shall reimburse the GRANTEE for one -hundred percent (100%) of eligible Project
expenditures, up to the maximum payable under this contract. When requesting reimbursement for
expenditures made, the GRANTEE shall submitto COMMERCE a signed and completed Invoice
Voucher (Form A-19), that documents capitalized Project activity performed — by budget line item —
for the billing period.
The GRANTEE shall evidence the costs claimed on each voucher by including copies of each invoice
received from vendors providing Project goods or services covered by the contract. The GRANTEE
shall also provide COMMERCE with a copy of the cancelled check or electronic funds transfer, as
applicable, that confirms that they have paid each expenditure being claimed. The cancelled checks
or electronic funds transfers may be submitted to COMMERCE at the time the voucher is initially
submitted, or within thirty (30) days thereafter.
4
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 60
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
The voucher must be certified (signed) by an official of the GRANTEE with authority to bind the
GRANTEE. The final voucher shall be submitted to COMMERCE within sixty (60) days following the
completion of work or other termination of this contract, or within fifteen (15) days following the end of
the state biennium unless contract funds are reappropriated by the Legislature in accordance with
Section 19, hereof.
If GRANTEE has or will be submitting any of the invoices attached to a request for payment for partial
reimbursement under another grant contract, GRANTEE must clearly identify such grant contracts in
the transmittal letter and request for payment.
Each request for payment must be accompanied by a Project Status Report, which describes, in
narrative form, the progress made on the Project since the last invoice was submitted, as well as a
report of Project status to date. COMMERCE will not release payment for any reimbursement
request received unless and until the Project Status Report is received. After approving the Invoice
Voucher and Project Status Report, COMMERCE shall promptly remit a warrant to the GRANTEE.
COMMERCE will pay GRANTEE upon acceptance of services provided and receipt of properly
completed invoices, which shall be submitted to the Representative for COMMERCE not more often
than monthly.
Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after
receipt of properly completed invoices. Payment shall be sent to the address designated by the
GRANTEE.
COMMERCE may, in its sole discretion, terminatethe Grant orwithhold payments claimed by the
GRANTEE for services rendered if the GRANTEE fails to satisfactorily comply with any term or
condition of this Grant.
No payments in advance or in anticipation of services or supplies to be provided under this
Agreement shall be made by COMMERCE.
Duplication of Billed Costs
The GRANTEE shall not bill COMMERCE forservices performed underthis Agreement, and
COMMERCE shall not pay the GRANTEE, if the GRANTEE is entitled to payment or has been or will
be paid by any other source, including grants, for that service.
Disallowed Costs
The GRANTEE is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its subgrantees.
9. SUBCONTRACTOR DATA COLLECTION
GRANTEE will submit reports, in a form and format to be provided by Commerce and at intervals as
agreed by the parties, regarding work under this Grant performed by subcontractors and the portion
of Grant funds expended for work performed by subcontractors, including but not necessarily limited
to minority -owned, woman -owned, and veteran -owned business subcontractors. "Subcontractors"
shall mean subcontractors of any tier.
10. INSURANCE
The GRANTEE shall provide insurance coverage as set out in this section. The intent of the required
insurance is to protect the state of Washington should there be any claims, suits, actions, costs,
damages or expenses arising from any loss, or negligent or intentional act or omission of the
GRANTEE, or Subgrantee, or agents of either, while performing under the terms of this Grant.
The insurance required shall be issued by an insurance company authorized to do business within
the state of Washington. The insurance shall name the state of Washington, its agents, officers, and
employees as additional insureds under the insurance policy. All policies shall be primary to any other
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 61
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
valid and collectable insurance. The GRANTEE shall instruct the insurers to give COMMERCE thirty
30) calendar days advance notice of any insurance cancellation or modification.
The GRANTEE shall submit to COMMERCE within fifteen (15) calendar days of the Grant start date,
a certificate of insurance which outlines the coverage and limits defined in this insurance section.
During the term of the Grant, the GRANTEE shall submit renewal certificates not less than thirty (30)
calendar days prior to expiration of each policy required under this section.
The GRANTEE shall provide insurance coverage that shall be maintained in full force and effect
during the term of this Grant, as follows:
Commercial General Liability Insurance Policy. Provide a Commercial General Liability
Insurance Policy, including contractual liability, written on an occurrence basis, in adequate
quantity to protect against legal liability arising out of Grant activity but no less than $1,000,000
per occurrence. Additionally, the GRANTEE is responsible for ensuring that any Subgrantees
provide adequate insurance coverage for the activities arising out of subgrants.
Fidelity Insurance. Every officer, director, employee, or agent who is authorized to act on behalf
of the GRANTEE for the purpose of receiving or depositing funds into program accounts or
issuing financial documents, checks, or other instruments of payment for program costs shall be
insured to provide protection against loss:
A. The amount of fidelity coverage secured pursuant to this Grant shall be $2,000,000 orthe
highest of planned reimbursement for the Grant period, whichever is lowest. Fidelity
insurance secured pursuant to this paragraph shall name COMMERCE as beneficiary.
B. Subgrantees that receive $10,000 or more per year in funding through this Grant shall secure
fidelity insurance as noted above. Fidelity insurance secured by Subgrantees pursuant to
this paragraph shall name the GRANTEE and the GRANTEE's fiscal agent as beneficiary.
C. The GRANTEE shall provide, at COMMERCE's request, copies of insurance instruments or
certifications from the insurance issuing agency. The copies or certifications shall show the
insurance coverage, the designated beneficiary, who is covered, the amounts, the period of
coverage, and that COMMERCE will be provided thirty (30) days advance written notice of
cancellation.
GRANTEES and Local Governmentsthat Participate in a Self -Insurance Program.
Self-Insured/Liability Pool or Self -Insured Risk Management Program — With prior approval from
COMMERCE, the GRANTEE may provide the coverage above under a self-insured/liability pool
or self -insured risk management program. In order to obtain permission from COMMERCE, the
GRANTEE shall provide: (1) a description of its self-insurance program, and (2) a certificate
and/or letter of coverage that outlines coverage limits and deductibles. All self -insured risk
management programs or self-insured/liability pool financial reports must comply with Generally
Accepted Accounting Principles (GAAP) and adhere to accounting standards promulgated by: 1)
Governmental Accounting Standards Board (GASB), 2) Financial Accounting Standards Board
FASB), and 3) the Washington State Auditor's annual instructions for financial reporting.
GRANTEE's participating in joint risk pools shall maintain sufficient documentation to support the
aggregate claim liability information reported on the balance sheet. The state of Washington, its
agents, and employees need not be named as additional insured under a self -insured
property/liability pool, if the pool is prohibited from naming third parties as additional insured.
GRANTEE shall provide annually to COMMERCE a summary of coverages and a letter of self
insurance, evidencing continued coverage under GRANTEE's self-insured/liability pool or self -
insured risk management program. Such annual summary of coverage and letter of self
insurance will be provided on the anniversary of the start date of this Agreement.
11. ORDER OF PRECEDENCE
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 62
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
In the event of an inconsistency in this Grant, the inconsistency shall be resolved by giving
precedence in the following order:
Applicable federal and state of Washington statutes and regulations
Special Terms and Conditions
General Terms and Conditions
Attachment A — Scope of Work
Attachment B — Budget
Attachment C — Certification of the Availability of Funds to Complete the Project
Attachment D — Certification of the Payment and Reporting of Prevailing Wages
Attachment E — Certification of Intent to Enter the Leadership in Energy and Environmental
Design (LEED) Certification Process
12. REDUCTION IN FUNDS
In the event state funds appropriated for the work contemplated under this contract are withdrawn,
reduced, or limited in any way by the Governor orthe Washington State Legislature during the
contract period, the parties hereto shall be bound by any such revised funding limitations as
implemented at the discretion of COMMERCE, and shall meet and renegotiate the contract
accordingly.
13. OWNERSHIP OF PROJECT/CAPITAL FACILITIES
COMMERCE makes no claim to any real property improved or constructed with funds awarded under
this contract and does not assert and will not acquire any ownership interest in or title to the capital
facilities and/or equipment constructed or purchased with state funds under this contract; provided,
however, that COMMERCE may be granted a security interest in real property, to secure funds
awarded under this contract. This provision does not extend to claims that COMMERCE may bring
against the GRANTEE in recapturing funds expended in violation of this contract.
14. CHANGE OF OWNERSHIP OR USE FOR GRANTEE -OWNED PROPERTY
A. The GRANTEE understands and agrees that any and all real property or facilities owned by the
GRANTEE that are acquired, constructed, or otherwise improved by the GRANTEE using state
funds under this contract, shall be held and used by the GRANTEE for the purpose or purposes
stated elsewhere in this contract for a period of at least ten (10) years from the date the final
payment is made hereunder.
B. This provision shall not be construed to prohibit the GRANTEE from selling any property or
properties described in this section; Provided, that any such sale shall be subject to prior review
and approval by COMMERCE, and that all proceeds from such sale shall be applied to the
purchase price of a different facility or facilities of equal or greater value than the original facility
and that any such new facility or facilities will be used for the purpose or purposes stated
elsewhere in this contract.
C. In the event the GRANTEE is found to be out of compliance with this section, the GRANTEE shall
repay to the state general fund the principal amount of the grant, plus interest calculated at the
rate of interest on state of Washington general obligation bonds issued most closely to the
effective date of the legislation in which the subject facility was authorized. Repayment shall be
made pursuant to Section 26 (Recapture provision) of the General Terms and Conditions.
15. CHANGE OF USE FOR LEASED PROPERTY PERFORMANCE MEASURE
A. The GRANTEE understands and agrees that any facility leased by the GRANTEE that is
constructed, renovated, or otherwise improved using state funds under this contract shall be used
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 63
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
by the GRANTEE for the purpose or purposes stated elsewhere in this contract fora period of at
least ten (10) years from the date the final payment is made hereunder.
B. In the event the GRANTEE is found to be out of compliance with this section, the GRANTEE shall
repay to the state general fund the principal amount of the grant, plus interest calculated at the
rate of interest on state of Washington general obligation bonds issued most closely to the
effective date of the legislation in which the subject facilitywas authorized. Repayment shall be
made pursuant to Section 26 (Recapture provision) of the General Terms and Conditions.
16. MODIFICATION TO THE PROJECT BUDGET
A. Notwithstanding any other provision of this contract, the GRANTEE may, at its discretion, make
modifications to line items in the Project Budget (Attachment B), hereof, that will not increase the
line item by more than fifteen percent (15%).
B. The GRANTEE shall notify COMMERCE in writing (by email or regular mail) when proposing any
budget modification or modifications to a line item in the Project Budget (Attachment B,) hereof,
that would increase the line item by more than fifteen percent (15%). Conversely, COMMERCE
may initiate the budget modification approval process if presented with a request for payment
under this contract that would cause one or more budget line items to exceed the 15 percent
15%) threshold increase described above.
C. Any such budget modification or modifications as described above shall require the written
approval of COMMERCE (by email or regular mail), and such written approval shall amend the
Project Budget. Each party to this contract will retain and make any and all documents related to
such budget modifications a part of their respective contract file.
D. Nothing in this section shall be construed to permit an increase in the amount of funds available
for the Project, as set forth in Section 2 of this contract.
17. SIGNAGE, MARKERS AND PUBLICATIONS
If, during the period covered by this contract, the GRANTEE displays or circulates any
communication, publication, or donor recognition identifying the financial participants in the Project,
any such communication or publication must identify "The Taxpayers of Washington State" as a
participant.
18. HISTORICAL AND CULTURAL ARTIFACTS
Prior to approval and disbursement of any funds awarded under this Contract, GRANTEE shall
cooperate with COMMERCE to complete the requirements of Governor's Executive Order 05- 05 or
Executive Order 21-02, where applicable, or GRANTEE shall complete a review under Section 106 of
the National Historic Preservation Act, if applicable. GRANTEE agrees that the GRANTEE is legally
and financially responsible for compliance with all laws, regulations, and agreements related to the
preservation of historical or cultural resources and agrees to hold harmless COMMERCE and the
state of Washington in relation to any claim related to such historical or cultural resources discovered,
disturbed, or damaged as a result of the project funded by this Contract.
In addition to the requirements set forth in this Contract, GRANTEE shall, in accordance with
Governor's Executive Order 05-05 or Executive Order 21-02 as applicable, coordinate with
Commerce and the Washington State Department of Archaeology and Historic Preservation
DAHP"), including any recommended consultation with any affected tribe(s), during Project design
and prior to construction to determine the existence of any tribal cultural resources affected by
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 64
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
Project. GRANTEE agrees to avoid, minimize, or mitigate impacts to the cultural resource as a
continuing prerequisite to receipt of funds under this Contract.
The GRANTEE agrees that, unless the GRANTEE is proceeding under an approved historical and
cultural monitoring plan or other memorandum of agreement, if historical or cultural artifacts are
discovered during construction, the GRANTEE shall immediately stop construction and notify the
local historical preservation officer and the state's historical preservation officer at DAHP, and the
Commerce Representative identified on the Face Sheet. If human remains are uncovered, the
GRANTEE shall report the presence and location of the remains to the coroner and local enforcement
immediately, then contact DAHP and the concerned tribe's cultural staff or committee.
The GRANTEE shall require this provision to be contained in all subcontracts for work or services
related to the Scope of Work attached hereto.
In addition to the requirements set forth in this Contract, GRANTEE agrees to comply with RCW
27.44 regarding Indian Graves and Records; RCW 27. 53 regarding Archaeological Sites and
Resources; RCW 68.60 regarding Abandoned and Historic Cemeteries and Historic Graves; and
WAC 25-48 regarding Archaeological Excavation and Removal Permits.
Completion of the requirements of Section 106 of the National Historic Preservation Act shall
substitute for completion of Governor's Executive Order 05-05 and Executive Order 21-02.
In the event that the GRANTEE finds it necessary to amend the Scope of Work the GRANTEE may
be required to re -comply with Governor's Executive Order 05-05, Executive Order 21-02, or Section
106 of the National Historic Preservation Act.
19. REAPPROPRIATION
A. The parties hereto understand and agree that any state funds not expended by June 30, 2023 will
lapse on that date unless specifically reappropriated by the Washington State Legislature. If
funds are so reappropriated, the state's obligation under the terms of this contract shall be
contingent upon the terms of such reappropriation.
B. In the event any funds awarded under this contract are reappropriated for use in a future
biennium, COMMERCE reserves the right to assign a reasonable share of any such
reappropriation for administrative costs.
20. TERMINATION FOR FRAUD OR MISREPRESENTATION
In the event the GRANTEE commits fraud or makes any misrepresentation in connection with the
Grant application or during the performance of this contract, COMMERCE reserves the right to
terminate or amend this contract accordingly, including the right to recapture all funds disbursed
to the GRANTEE under the Grant.
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 65
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
1. DEFINITIONS
As used throughout this Grant, the following terms shall have the meaning set forth below:
A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing to
act on the Director's behalf.
B. "COMMERCE" shall mean the Department of Commerce.
C. "GRANTEE" shall mean the entity identified on the face sheet performing service(s) under this
Grant, and shall include all employees and agents of the GRANTEE.
D. "Personal Information" shall mean information identifiable to any person, including, but not limited
to, information that relates to a person's name, health, finances, education, business, use or
receipt of governmental services or other activities, addresses, telephone numbers, social
security numbers, driver license numbers, other identifying numbers, and any financial identifiers.
E. "State" shall mean the state of Washington.
F. "Subgrantee/subcontractor" shall mean one not in the employment of the GRANTEE, who is
performing all or part of those services under this Grant under a separate Grant with the
GRANTEE. The terms "subgrantee/subcontractor" refers to any tier.
G. "Subrecipient" shall mean a non-federal entity that expends federal awards received from a pass -
through entity to carry out a federal program, but does not include an individual that is a
beneficiary of such a program. It also excludes vendors that receive federal funds in exchange for
goods and/or services in the course of normal trade or commerce.
H. "Vendor" is an entity that agrees to provide the amount and kind of services requested by
COMMERCE; provides services under the grant only to those beneficiaries individually
determined to be eligible by COMMERCE and, provides services on a fee -for -service or per -unit
basis with contractual penalties if the entity fails to meet program performance standards.
2. ACCESS TO DATA
In compliance with RCW 39.26.180, the GRANTEE shall provide access to data generated under this
Grant to COMMERCE, the Joint Legislative Audit and Review Committee, and the Office of the State
Auditor at no additional cost. This includes access to all information that supports the findings,
conclusions, and recommendations of the GRANTEE's reports, including computer models and the
methodology for those models.
3. ADVANCE PAYMENTS PROHIBITED
No payments in advance of or in anticipation of goods or services to be provided under this Grant
shall be made by COMMERCE.
4. ALL WRITINGS CONTAINED HEREIN
This Grant contains all the terms and conditions agreed upon by the parties. No other
understandings, oral or otherwise, regarding the subject matter of this Grant shall be deemed to exist
or to bind any of the parties hereto.
5. AMENDMENTS
This Grant may be amended by mutual agreement of the parties. Such amendments shall not be
binding unless they are in writing and signed by personnel authorized to bind each of the parties.
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 66
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
6. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to
as the "ADA" 28 CFR Part 35
The GRANTEE must comply with the ADA, which provides comprehensive civil rights protection to
individuals with disabilities in the areas of employment, public accommodations, state and local
government services, and telecommunications.
7. ASSIGNMENT
Neither this Grant, nor any claim arising under this Grant, shall be transferred or assigned by the
GRANTEE without priorwritten consent of COMMERCE.
8. ATTORNEYS' FEES
Unless expressly permitted under another provision of the Grant, in the event of litigation or other
action brought to enforce Grant terms, each party agrees to bear its own attorneys fees and costs.
9. AUDIT
A. General Requirements
COMMERCE reserves the right to require an audit. If required, GRANTEEs are to procure audit
services based on the following guidelines.
The GRANTEE shall maintain its records and accounts so as to facilitate audits and shall ensure
that subgrantees also maintain auditable records.
The GRANTEE is responsible for any audit exceptions incurred by its own organization or that of
its subgrantees.
COMMERCE reserves the right to recoverfrom the GRANTEE all disallowed costs resulting from
the audit.
Responses to any unresolved management findings and disallowed or questioned costs shall be
included with the audit report. The GRANTEE must respond to COMMERCE requests for
information or corrective action concerning audit issues within thirty (30) days of the date of
request.
B. State Funds Requirements
In the event an audit is required, if the GRANTEE is a state or local government entity, the Office
of the State Auditor shall conduct the audit. Audits of non-profit organizations are to be
conducted by a certified public accountant selected by the GRANTEE.
The GRANTEE shall include the above audit requirements in any subcontracts.
In any case, the GRANTEE's records must be available for review by COMMERCE.
C. Documentation Requirements
The GRANTEE must send a copy of the audit report described above no later than nine (9)
months after the end of the GRANTEE's fiscal year(s) by sending a scanned copy to
auditreview(cDcommerce.wa.aovor a hard copy to:
Department of Commerce
ATTN: Audit Review and Resolution Office
1011 Plum Street SE
PO Box 42525
Olympia WA 98504-2525
In addition to sending a copy of the audit, when applicable, the GRANTEE must include:
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 67
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
Corrective action plan for audit findings within three (3) months of the audit being
received by COMMERCE.
Copy of the Management Letter.
If the GRANTEE is required to obtain a Single Audit consistentwith CircularA-133 requirements,
a copy must be provided to COMMERCE; no other report is required.
10. BREACHES OF OTHER STATE CONTRACTS
GRANTEE is expected to comply with all other contracts executed between GRANTEE and the State
of Washington. A breach of any other agreement entered into between GRANTEE and the State of
Washington may, in COMMERCE's discretion, be deemed a breach of this Agreement.
11. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
A. "Confidential Information" as used in this section includes:
1. All material provided to the GRANTEE by COMMERCE that is designated as "confidential"
by COMMERCE;
2. All material produced by the GRANTEE that is designated as "confidential" by COMMERCE;
and
3. All personal information in the possession of the GRANTEE that may not be disclosed under
state or federal law. "Personal information" includes but is not limited to information related to
a person's name, health, finances, education, business, use of government services,
addresses, telephone numbers, social security number, driver's license number and other
identifying numbers, and "Protected Health Information" under the federal Health Insurance
Portability and Accountability Act of 1996 (HIPAA).
B. The GRANTEE shall comply with all state and federal laws related to the use, sharing, transfer,
sale, or disclosure of Confidential Information. The GRANTEE shall use Confidential Information
solely for the purposes of this Grant and shall not use, share, transfer, sell or disclose any
Confidential Information to any third party except with the prior written consent of COMMERCE or
as may be required by law. The GRANTEE shall take all necessary steps to assure that
Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or
disclosure of Confidential Information or violation of any state or federal laws related thereto.
Upon request, the GRANTEE shall provide COMMERCE with its policies and procedures on
confidentiality. COMMERCE may require changes to such policies and procedures as they apply
to this Grant whenever COMMERCE reasonably determines that changes are necessary to
prevent unauthorized disclosures. The GRANTEE shall make the changes within the time period
specified by COMMERCE. Upon request, the GRANTEE shall immediately return to
COMMERCE any Confidential Information that COMMERCE reasonably determines has not
been adequately protected by the GRANTEE against unauthorized disclosure.
C. Unauthorized Use or Disclosure. The GRANTEE shall notify COMMERCE within five (5) working
days of any unauthorized use or disclosure of any confidential information, and shall take
necessary steps to mitigate the harmful effects of such use or disclosure.
12. CONFLICT OF INTEREST
Notwithstanding any determination by the Executive Ethics Board or other tribunal, COMMERCE
may, in its sole discretion, by written notice to the GRANTEE terminate this contract if it is found after
due notice and examination by COMMERCE that there is a violation of the Ethics in Public Service
Act, Chapters 42.52 RCW and 42.23 RCW; or any similar statute involving the GRANTEE in the
procurement of, or performance under this contract.
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 68
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
Specific restrictions applyto contracting with current orformerstate employees pursuantto chapter
42.52 of the Revised Code of Washington. The GRANTEE and their subcontractor(s) must identify
any person employed in any capacity by the state of Washington that worked on this Grant, or any
matter related to the project funded under this Grant or any other state funded project, including but
not limited to formulating or drafting legislation, participating in grant procurement, planning and
execution, awarding grants, or monitoring grants, during the 24 month period preceding the start date
of this Grant. Any person identified by the GRANTEE and their subcontractors(s) must be identified
individuallyby name, the agency previously or currently employed by, job title or position held, and
separation date. If it is determined by COMMERCE that a conflict of interest exists, the GRANTEE
may be disqualified from further consideration for the award of a Grant.
In the event this contract is terminated as provided above, COMMERCE shall be entitled to pursue
the same remedies against the GRANTEE as it could pursue in the event of a breach of the contract
by the GRANTEE. The rights and remedies of COMMERCE provided for in this clause shall not be
exclusive and are in addition to any other rights and remedies provided by law. The existence of
facts upon which COMMERCE makes any determination under this clause shall be an issue and may
be reviewed as provided in the "Disputes" clause of this contract.
13. COPYRIGHT PROVISIONS
Unless otherwise provided, all Materials produced under this Grant shall be considered "works for
hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall
be considered the author of such Materials. In the event the Materials are not considered "works for
hire" under the U.S. Copyright laws, the GRANTEE hereby irrevocably assigns all right, title, and
interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to
COMMERCE effective from the moment of creation of such Materials.
Materials" means all items in any format and includes, but is not limited to, data, reports, documents,
pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes,
and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the
ability to transfer these rights.
For Materials that are delivered under the Grant, but that incorporate pre-existing materials not
produced under the Grant, the GRANTEE hereby grants to COMMERCE a nonexclusive, royalty -free,
irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce,
distribute, prepare derivative works, publicly perform, and publicly display. The GRANTEE warrants
and represents that the GRANTEE has all rights and permissions, including intellectual property
rights, moral rights and rights of publicity, necessary to grant such a license to COMMERCE.
The GRANTEE shall exert all reasonable effort to advise COMMERCE, at the time of delivery of
Materials furnished under this Grant, of all known or potential invasions of privacy contained therein
and of any portion of such document which was not produced in the performance of this Grant. The
GRANTEE shall provide COMMERCE with prompt written notice of each notice or claim of
infringement received by the GRANTEE with respectto any Materials delivered under this Grant.
COMMERCE shall have the right to modify or remove any restrictive markings placed upon the
Materials by the GRANTEE.
14. DISPUTES
Except as otherwise provided in this Grant, when a dispute arises between the parties and it cannot
be resolved by direct negotiation, either party may request a dispute hearing with the Director of
COMMERCE, who may designate a neutral person to decide the dispute.
The request for a dispute hearing must:
be in writing;
state the disputed issues;
state the relative positions of the parties;
state the GRANTEE's name, address, and Contract number; and
C!
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 69
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
be mailed to the Director and the other party's (respondent's) Grant Representative within
three (3) working days after the parties agree that they cannot resolve the dispute.
The respondent shall send a written answer to the requestor's statement to both the Director or the
Director's designee and the requestor within five (5) working days.
The Director or designee shall review the written statements and reply in writing to both parties within
ten (10) working days. The Director or designee may extend this period if necessary by notifying the
parties.
The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding.
The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial
tribunal.
Nothing in this Grant shall be construed to limit the parties' choice of a mutually acceptable alternate
dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above.
15. DUPLICATE PAYMENT
COMMERCE shall not pay the GRANTEE, if the GRANTEE has charged or will charge the State of
Washington or any other party under any other Grant, subgrant/subcontract, or agreement, for the
same services or expenses.
16. GOVERNING LAW AND VENUE
This Grant shall be construed and interpreted in accordance with the laws of the state of Washington,
and the venue of any action brought hereunder shall be in the Superior Court for Thurston County.
17. INDEMNIFICATION
To the fullest extent permitted by law, the GRANTEE shall indemnify, defend, and hold harmless the
state of Washington, COMMERCE, agencies of the state and all officials, agents and employees of
the state, from and against all claims for injuries or death arising out of or resulting from the
performance of the contract. "Claim" as used in this contract, means any financial loss, claim, suit,
action, damage, or expense, including but not limited to attorneys fees, attributable for bodily inj ury,
sickness, disease, or death, or injury to or the destruction of tangible property including loss of use
resulting therefrom.
The GRANTEE's obligation to indemnify, defend, and hold harmless includes any claim by
GRANTEE's agents, employees, representatives, or any subgrantee/subcontractor or its employees
GRANTEE expressly agrees to indemnify, defend, and hold harmless the State for any claim arising
out of or incident to GRANTEE'S or any subgrantee's/subcontractor's performance or failure to
perform the Grant. GRANTEE'S obligation to indemnify, defend, and hold harmless the State shall
not be eliminated or reduced by any actual or alleged concurrent negligence of State or its agents,
agencies, employees and officials.
The GRANTEE waives its immunity under Title 51 RCW to the extent it is required to indemnify,
defend and hold harmless the state and its agencies, officers, agents or employees.
18. INDEPENDENT CAPACITY OF THE GRANTEE
The parties intend that an independent contractor relationship will be created by this Grant. The
GRANTEE and its employees or agents performing under this Contract are not employees or agents
of the state of Washington or COMMERCE. The GRANTEE will not hold itself out as or claim to be
an officer or employee of COMMERCE or of the state of Washington by reason hereof, nor will the
GRANTEE make any claim of right, privilege or benefit which would accrue to such officer or
employee under law. Conduct and control of the work will be solely with the GRANTEE.
19. INDUSTRIAL INSURANCE COVERAGE
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 70
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
The GRANTEE shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If
the GRANTEE fails to provide industrial insurance coverage or fails to pay premiums or penalties on
behalf of its employees as may be required by law, COMMERCE may collectfrom the GRANTEE the
full amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount
owed by the GRANTEE to the accident fund from the amount payable to the GRANTEE by
COMMERCE under this Contract, and transmit the deducted amount to the Department of Labor and
Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I's rights to
collect from the GRANTEE.
20. LAWS
The GRANTEE shall comply with all applicable laws, ordinances, codes, regulations and policies of
local and state and federal governments, as now or hereafter amended.
21. LICENSING, ACCREDITATION AND REGISTRATION
The GRANTEE shall comply with all applicable local, state, and federal licensing, accreditation and
registration requirements or standards necessary for the performance of this Contract.
22. LIMITATION OF AUTHORITY
Only the Authorized Representative or Authorized Representative's delegate by writing (delegation to
be made prior to action) shall have the express, implied, or apparent authority to alter, amend,
modify, or waive any clause or condition of this Contract. Furthermore, any alteration, amendment,
modification, or waiver or any clause or condition of this contract is not effective or binding unless
made in writing and signed by the Authorized Representative.
23. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS
During the performance of this Grant, the GRANTEE shall comply with all federal, state, and local
nondiscrimination laws, regulations and policies. In the event of the GRANTEE's non-compliance or
refusal to comply with any nondiscrimination law, regulation or policy, this Grant may be rescinded,
canceled orterminated in whole or in part, and the GRANTEE may be declared ineligible forfurther
Grants with COMMERCE. The GRANTEE shall, however, be given a reasonable time in which to
cure this noncompliance. Any dispute may be resolved in accordance with the "Disputes" procedure
set forth herein. The funds provided under this contract may not be used to fund religious worship,
exercise, or instruction. No person shall be required to participate in any religious worship, exercise,
or instruction in order to have access to the facilities funded by this grant.
24. PAY EQUITY
The GRANTEE agrees to ensure that "similarly employed" individuals in its workforce are
compensated as equals, consistent with the following:
a. Employees are "similarly employed" if the individuals work for the same employer, the
performance of the job requires comparable skill, effort, and responsibility, and the jobs are
performed under similar working conditions. Job titles alone are not determinative of whether
employees are similarly employed;
b. GRANTEE may allow differentials in compensation for its workers if the differentials are
based in good faith and on any of the following:
i) A seniority system; a merit system; a system that measures earnings by quantity or
quality of production; a bona fide job -related factor or factors; or a bona fide regional
difference in compensation levels.
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 71
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
ii) A bona fide job -related factor or factors may include, but not be limited to, education,
training, or experience that is: Consistent with business necessity; not based on or
derived from a gender -based differential; and accounts for the entire differential.
iii) A bona fide regional difference in compensation level must be: Consistent with
business necessity; not based on or derived from a gender -based differential; and
account for the entire differential.
This Contract may be terminated by COMMERCE, if COMMERCE or the Department of Enterprise
services determines thatthe GRANTEE is not in compliancewith this provision.
25. POLITICAL ACTIVITIES
Political activity of GRANTEE employees and officers are limited by the State Campaign Finances
and Lobbying provisions of Chapter 42.17a RCW and the Federal Hatch Act, 5 USC 1501 -1508.
No funds may be used for working for or against ballot measures or for or against the candidacy of
any person for public office.
26. PUBLICITY
The GRANTEE agrees not to publish or use any advertising or publicity materials in which the state of
Washington or COMMERCE's name is mentioned, or language used from which the connection with
the state of Washington's or COMMERCE's name may reasonably be inferred or implied, without the
prior written consent of COMMERCE.
27. RECAPTURE
In the event that the GRANTEE fails to perform this Grant in accordancewith state laws, federal laws,
and/or the provisions of this Grant, COMMERCE reserves the right to recapture funds in an amount
to compensate COMMERCE for the noncompliance in addition to any other remedies available at law
or in equity.
Repayment by the GRANTEE of funds underthis recapture provision shall occurwithin the time
period specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from
payments due under this Grant.
28. RECORDS MAINTENANCE
The GRANTEE shall maintain books, records, documents, data and other evidence relating to this
Grant and performance of the services described herein, including but not limited to accounting
procedures and practices that sufficiently and properly reflect all direct and indirect costs of any
nature expended in the performance of this Grant.
GRANTEE shall retain such records for a period of six years following the date of final payment. At
no additional cost, these records, including materials generated under the Grant, shall be subject at
all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by
COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law,
regulation or agreement.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the records
shall be retained until all litigation, claims, or audit findings involving the records have been resolved.
29. REGISTRATION WITH DEPARTMENT OF REVENUE
If required by law, the GRANTEE shall complete registration with the Washington State Department
of Revenue.
30. RIGHT OF INSPECTION
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 72
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
The GRANTEE shall provide right of access to its facilities to COMMERCE, or any of its officers, or to
any other authorized agent or official of the state of Washington or the federal government, at all
reasonable times, in order to monitor and evaluate performance, compliance, and/or quality
assurance under this Grant.
31. SAVINGS
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way
after the effective date of this Grant and prior to normal completion, COMMERCE may terminate the
Grant under the "Termination for Convenience" clause, without the ten calendar day notice
requirement. In lieu of termination, the Grant maybe amended to reflect the new funding limitations
and conditions.
32. SEVERABILITY
The provisions of this Grant are intended to be severable. If any term or provision is illegal or invalid
for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of
the Grant.
33. SITE SECURITY
While on COMMERCE premises, GRANTEE, its agents, employees, or subcontractors shall conform
in all respects with physical, fire or other security policies or regulations.
34. SUBGRANTING/SUBCONTRACTING
Neither the GRANTEE nor any subgrantee/subcontractor shall enter into subgrants/subcontracts for
any of the work contemplated under this contract without obtaining prior written approval of
COMMERCE. In no event shall the existence of the subgrant/subcontract operate to release or
reduce the liability of the GRANTEE to COMMERCE for any breach in the performance of the
GRANTEE's duties. This clause does not include Grants of employment between the GRANTEE and
personnel assigned to work under this Grant.
Additionally, the GRANTEE is responsible for ensuring that all terms, conditions, assurances and
certifications set forth in this agreement are carried forward to any subgrants/subcontracts.
GRANTEE and its subgrantees/subcontractors agree not to release, divulge, publish, transfer, sell or
otherwise make known to unauthorized persons personal information without the express written
consent of COMMERCE or as provided by law.
35. SURVIVAL
The terms, conditions, and warranties contained in this Grant that by their sense and context are
intended to survive the completion of the performance, cancellation or termination of this Grant shall
so survive.
36. TAXES
All payments accrued on account of payroll taxes, unemployment contributions, the GRANTEE's
income or gross receipts, any other taxes, insurance or expenses for the GRANTEE or its staff shall
be the sole responsibility of the GRANTEE.
37. TERMINATION FOR CAUSE
In the event COMMERCE determines the GRANTEE has failed to comply with the conditions of this
Grant in a timely manner, COMMERCE has the right to suspend or terminate this Grant. Before
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 73
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
suspending or terminating the Grant, COMMERCE shall notify the GRANTEE in writing of the need to
take corrective action. If corrective action is not taken within 30 calendar days, the Grant may be
terminated or suspended.
In the event of termination or suspension, the GRANTEE shall be liable for damages as authorized by
law including, but not limited to, any cost difference between the original Grant and the replacement
or cover Grant and all administrative costs directly related to the replacement Grant, e.g., cost of the
competitive bidding, mailing, advertising and staff time.
COMMERCE reserves the right to suspend all or part of the Grant, withhold further payments, or
prohibit the GRANTEE from incurring additional obligations of funds during investigation of the
alleged compliance breach and pending corrective action by the GRANTEE or a decision by
COMMERCE to terminate the Grant. A termination shall be deemed a "Termination for Convenience"
if it is determined that the GRANTEE: (1) was not in default; or (2) failure to perform was outside of
his or her control, fault or negligence.
The rights and remedies of COMMERCE provided in this Grant are not exclusive and are, in addition
to any other rights and remedies, provided by law.
38. TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Grant, COMMERCE may, by ten (10) business days written
notice, beginning on the second day after the mailing, terminate this Grant, in whole or in part. If this
Grant is so terminated, COMMERCE shall be liable only for payment required under the terms of this
Grant for services rendered or goods delivered prior to the effective date of termination.
39. TERMINATION PROCEDURES
Upon termination of this Grant, COMMERCE, in addition to any other rights provided in this Grant,
may require the GRANTEE to deliver to COMMERCE any property specifically produced or acquired
for the performance of such part of this Grant as has been terminated. The provisions of the
Treatment of Assets" clause shall apply in such property transfer.
COMMERCE shall pay to the GRANTEE the agreed upon price, if separately stated, for completed
work and services accepted by COMMERCE, and the amount agreed upon by the GRANTEE and
COMMERCE for (i) completed work and services forwhich no separate price is stated, (ii) partially
completed work and services, (iii) other property or services that are accepted by COMMERCE, and
iv) the protection and preservation of property, unless the termination is for default, in which case the
AUTHORIZED REPRESENTATIVE shall determine the extent of the liability of COMMERCE. Failure
to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this
Grant. COMMERCE may withhold from any amounts due the GRANTEE such sum as the
AUTHORIZED REPRESENTATIVE determines to be necessary to protect COMMERCE against
potential loss or liability.
The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this contract.
After receipt of a notice of termination, and except as otherwise directed by the AUTHORIZED
REPRESENTATIVE, the GRANTEE shall:
1. Stop work under the Grant on the date, and to the extent specified, in the notice;
2. Place no further orders orsubgrants/subcontracts for materials, services, orfacilities except as
may be necessary for completion of such portion of the work under the Grant that is not
terminated;
3. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the
AUTHORIZED REPRESENTATIVE, all of the rights, title, and interest of the GRANTEE under the
orders and subgrants/subcontracts so terminated, in which case COMMERCE has the right, at its
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 74
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
discretion, to settle or pay any or all claims arising out of the termination of such orders and
subgrants/subcontracts;
4. Settle all outstanding liabilities and all claims arising out of such termination of orders and
subcontracts, with the approval or ratification of the AUTHORIZED REPRESENTATIVE to the
extent AUTHORIZED REPRESENTATIVE may require, which approval or ratification shall be
final for all the purposes of this clause;
5. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed
by the AUTHORIZED REPRESENTATIVE any property which, if the Grant had been completed,
would have been required to be furnished to COMMERCE;
6. Complete performance of such part of the work as shall not have been terminated by the
AUTHORIZED REPRESENTATIVE; and
7. Take such action as may be necessary, or as the AUTHORIZED REPRESENTATIVE may direct,
for the protection and preservation of the property related to this Grant, which is in the possession
of the GRANTEE and in which COMMERCE has or may acquire an interest.
40. TREATMENT OF ASSETS
Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property
furnished by the GRANTEE, for the cost of which the GRANTEE is entitled to be reimbursed as a
direct item of cost under this Grant, shall pass to and vest in COMMERCE upon delivery of such
property by the GRANTEE. Title to other property, the cost of which is reimbursable to the
GRANTEE under this Grant, shall pass to and vest in COMMERCE upon (i) issuance for use of such
property in the performance of this Grant, or (ii) commencement of use of such property in the
performance of this Grant, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in
part, whichever first occurs.
A. Any property of COMMERCE furnished to the GRANTEE shall, unless otherwise provided herein
or approved by COMMERCE, be used onlyforthe performance of this Grant.
B. The GRANTEE shall be responsible for any loss or damage to property of COMMERCE that
results from the negligence of the GRANTEE or which results from the failure on the part of the
GRANTEE to maintain and administer that property in accordance with sound management
practices.
C. If any COMMERCE property is lost, destroyed or damaged, the GRANTEE shall immediately
notify COMMERCE and shall take all reasonable steps to protect the property from further
damage.
D. The GRANTEE shall surrender to COMMERCE all property of COMMERCE priorto settlement
upon completion, termination or cancellation of this Grant
All reference to the GRANTEE under this clause shall also include GRANTEE'S employees,
agents or subgrantees/subcontractors.
41. WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or
breach. Any waiver shall not be construed to be a modification of the terms of this Grant unless
stated to be such in writing and signed by Authorized Representative of COMMERCE.
10
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 75
AttachmentA
Scope of Work
Funds awarded under this grant will be used for capital expenditures related to the construction of Family
First Community Center project, located at 16022 116th Ave SE, Renton WA 98058.
Construction will include but not be limited to building a new recreational facility to enhance the stability of
the community. This project will help families achieve goals in education, fitness, and overall health.
This project begins June 2020 and expected to be complete in August 2022
All project work completed with prior legislative approval. The "Copyright Provisions", Section 12 of the
General Terms and Conditions, are not intended to apply to any architectural and engineering design
work funded by this grant.
CERTIFICATION PERFORMANCE MEASURE
The GRANTEE, by its signature, certifies that the declaration set forth above has been reviewed and
approved by the GRANTEE's governing body as of the date and year written below.
GRANTEE
Mayor Armondo Pavone
TITLE
12-10-2021
DATE
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 76
Attachment B
Budget
Line Item Amount
Architecture & Engineering 1,400,000.00
Construction 12,000, 000.00
Other 1,600, 000.00
Total Contracted Amount: 15,000, 000.00
CERTIFICATION PERFORMANCE MEASURE
The GRANTEE, by its signature, certifies that the Project Budget set forth above has been reviewed and
approved by the GRANTEE's governing body or board of directors, as applicable, as of the date and year
written below.
GRANTEE
Mayor Armondo Pavone
TITLE
12-10-2021
7_11111q
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 77
Attachment C
Certification of the Availability of Funds to Complete the Project
Non -State Funds Amount Total
City of Renton 4,000,000.00
Private Donations/Grants 9,545,000.00
Total Non -State Funds 13,545,000.00 13,545,000.00
State Funds
State Capital Budget 1,455, 000.00 1,455,000.00
Total Non -State and State Sources
15, 000, 000.00
CERTIFICATION PERFORMANCE MEASURE
The GRANTEE, by its signature, certifies that project funding from sources otherthan those provided by
this contract and identified above has been reviewed and approved by the GRANTEE's governing body
or board of directors, as applicable, and has either been expended for eligible Project expenses, or is
committed in writing and available and will remain committed and available solely and specifically for
carrying out the purposes of this Project as described in elsewhere in this contract, as of the date and
year written below. The GRANTEE shall maintain records sufficient to evidence that it has expended or
has access to the funds needed to complete the Project, and shall make such records available for
COMMERCE'S review upon reasonable request.
GRANTEE
Mayor Armondo Pavone
TITLE
12- 10-2021
DATE
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 78
Attachment D
Certification of the Payment and Reporting of Prevailing Wages
CERTIFICATION PERFORMANCE MEASURE
The GRANTEE, by its signature, certifies that all contractors and subcontractors performing work on the
Project shall comply with prevailing wage laws set forth in Chapter 39.12 RCW, as of April 3, 2020,
including but not limited to the filing of the "Statement of Intent to Pay Prevailing Wages" and "Affidavit of
Wages Paid" as required by RCW 39.12.040. The GRANTEE shall maintain records sufficientto
evidence compliance with Chapter 39.12 RCW, and shall make such records available for COMMERCE'S
review upon request.
If any state funds are used by the GRANTEE for the purpose of construction, applicable State Prevailing
Wages must be paid.
The GRANTEE, by its signature, certifies that the declaration set forth above has been reviewed and
approved by the GRANTEE's governing body as of the date and year written below.
GRANTEE
Mayor Armondo Pavone
TITLE
12- 10-2021
DATE
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 79
Attachment E
Certification of Intent to Enterthe
Leadership in Energy and Environmental Design (LEED) Certification Process
CERTIFICATION PERFORMANCE MEASURE
The GRANTEE, by its signature, certifies that it will enter into the Leadership in Energy and
Environmental Design certification process, as stipulated in RCW 39.35D, as applicable to the Project
funded by this contract. The GRANTEE shall, upon receipt of LEED certification by the United States
Green Building Council, provide documentation of such certification to COMMERCE.
The GRANTEE, by its signature, certifies that the declaration set forth above has been reviewed and
approved by the GRANTEE's governing body or board of directors, as applicable, as of the date and year
written below.
C
GRANTEE
Mayor Armondo Pavone
TITLE
12- 10-2021
DATE
DocuSign Envelope ID: 9D20228A-DA8F-46FC-AF23-904C4BD60681
Page 80
CAG-19-060
LM King County
Youth and Amateur Sports Grant Agreement
Get Active / Stay Active Project
Department/Division: Natural Resources and Parks / Parks and Recreation Division
Agency: City of Renton
Project: Family First Community Ctr-2
Amount: 20,000.00 Project: 1134134 Contract: 6024530
Term Period: January 1,2017 To December 31,2020
THIS CONTRACT is entered into by KING COUNTY(the"County"), and City of Renton (the
Agency"),whose address is: 1055 S. Grady Way Renton, WA 98057
WHEREAS, the Agency is either a public agency or a non-profit organization that provides youth or
amateur sports opportunities or are acts as a fiscal sponsor for such project;
WHEREAS, King County has selected the identified Agency to receive a Youth and Amateur Sports
Fund("YASF")Grant award to assist in projects that provide increased athletic opportunities for the
citizens of King County, Washington;
WHEREAS,the Agency shall utilize the award to address an athletic need in King County; and
WHEREAS, King County is authorized to administer the YASF grant project and enter into
agreements for the use of King County funds by public agencies or not-for-profit organizations to
provide a service to the public under King County Ordinance 18409;
NOW THEREFORE, in consideration of payments, covenants, and agreements hereinafter
mentioned, to be made and performed by the parties hereto, the parties covenant and do mutually
agree as follows:
The Agency shall provide services and comply with the requirements set forth hereinafter and
in the following attached exhibits,which are incorporated herein by reference:
Scope of Services Attached hereto as Exhibit I
Budget Attached hereto as Exhibit II
2. TERM OF CONTRACT
This Agreement shall commence on January 1, 2017, and shall expire on the December 31,
2020 unless extended or earlier terminated, pursuant to the terms and conditions of this
Agreement.
Page 81
3. PREMISES
This grant project is located at:
16022- 116th Ave. SE, Renton,WA.98058
4. PARTIES
All communication,notices,coordination,and other tenets of this Agreement shall be managed
by:
On behalf of County:
Butch Lovelace, YSFG Project Manager
King County Parks and Recreation Division
201 South Jackson Street, Suite 700
Seattle, WA 98104-3855
Email: huteh.lovelaeeac l<i:31Pt;ountv.gov
Phone:206.477.4577
On behalf of Agency:
Kelly Beymer Administrator of Community Services
City of Renton
1055 S. Grady Way
Renton, WA 98057
Email:kbeymer@rentonwa.gov
Phone:425-430-6617 425-430-6617
5. COMPENSATION AND METHOD OF PAYMENT
A. The County shall reimburse the Agency for satisfactory completion of the services and
requirements specified in this Agreement after the Agency submits an invoice and all
accompanying reports as specified in the attached exhibits. The County will initiate
authorization for payment after approval of corrected invoices and reports. The County
shall make payment to the Agency not more than thirty (30) days after a complete and
accurate invoice is received.
B. The Agency shall submit its final invoice and all outstanding reports within fifteen(15)days
of the date this Agreement expires or is terminated. If the Agency's final invoice and reports
are not submitted by the day specified in this subsection,the County will be relieved of all
liability for payment to the Agency of the amounts set forth in said invoice or any subsequent
invoice.
Page 82
6. OPERATING BUDGET
When a budget is attached hereto as Exhibit II,the Agency shall apply the funds received from
the County under this Agreement in accordance with said budget. If, at any time during the
Term of this Agreement,the Agency expects that the cumulative amount of transfers among the
budget categories, i.e. Project Tasks, may exceed ten percent(10%)of the Agreement amount,
then the Agency shall notify County to request approval. Supporting documents necessary to
explain fully the nature and purpose of the change(s)and an amended budget must accompany
each request for such approval. County approval of any such amendment shall not be
unreasonably withheld.
7. COMMUNICATION
The Agency shall recognize County as a fiscal sponsor for the grant project in the following
manner:
A. Events:The Agency shall invite and recognize"King County Parks"at all events promoting
the project, and at the final project dedication.
B. Community Relations:The Agency shall recognize"King County Parks"as a fiscal
sponsor in all social media, websites,brochures, banners,posters,press releases,and other
promotional material related to the Project.
8. PRIORITY OF USE; PUBLIC ACCESS; SCHEDULING
These funds are provided for the purpose of developing and/or project sports activities for, but
not exclusively serving, persons under 21 years of age, and low and moderate income
communities within King County. Fees for the project shall be no greater than those generally
charged by public operators or project providers in King County.
9. INTERNAL CONTROL AND ACCOUNTING SYSTEM
The Agency shall establish and maintain a system of accounting and internal controls which
complies with applicable, generally accepted accounting principles, and governmental
accounting and financial reporting standards in accordance with Revised Code of Washington
RCW)Chapter 40.14.
10. MAINTENANCE OF RECORDS
A. The Agency shall maintain accounts and records, including personnel, property, financial,
and project records and other such records as may be deemed necessary by the County to
ensure proper accounting for all Agreement funds and compliance with this Agreement.
B. These records shall be maintained for a period of six(6)years after the expiration or earlier
termination of this Agreement unless permission to destroy them is granted by the Office of
the Archivist in accordance with RCW Chapter 40.14.
C. The Agency shall inform the County in writing of the location,if different from the Agency
address listed on page one of this Agreement, of the aforesaid books, records, documents,
and other evidence and shall notify the County in writing of any changes in location within
ten(10)working days of any such relocation.
Page 83
11. RIGHT TO INSPECT
King County reserves the right to review and approve the performance of Agency with regard
to this Agreement,and,at its sole discretion,to inspect or audit the Agency's records regarding
this Agreement and the Project upon reasonable notice during normal business hours.
12. COMPLIANCE WITH ALL LAWS AND REGULATIONS
The Agency, in cooperation and agreement with the owners of the Premises, shall comply with
all applicable laws, ordinances and regulations in using funds provided by the County,
including, without limitation, those relating to providing a safe working environment to
employees and, specifically, the requirements of the Washington Industrial Safety and Health
Act (WISHA); and, to the extent applicable, those related to "public works," payment of
prevailing wages, and competitive bidding of contracts. The Agency specifically agrees to
comply and pay all costs associated with achieving such compliance without notice from King
County; and further agrees that King County, does not waive this Section by giving notice of
demand for compliance in any instance. The Agency shall indemnify and defend the County
should it be sued or made the subject of an administrative investigation or hearing for a violation
of such laws related to this Agreement.
13. CORRECTIVE ACTION
A. If the County determines that a breach of contract has occurred or does not approve of the
Agency's performance, it will give the Agency written notification of unacceptable
performance. The Agency will then take corrective action within a reasonable period of
time, as may be defined by King County in its sole discretion in its written notification to
the Agency.
B. The County may withhold any payment owed the Agency until the County is satisfied that
corrective action has been taken or completed.
14. TERMINATION
A. The County may terminate this Agreement in whole or in part,with or without cause,at any
time during the Term of this Agreement, by providing the Agency ten (10) days advance
written notice of the termination.
B. If the termination results from acts or omissions of the Agency, including but not limited to
misappropriation, nonperformance of required services, or fiscal mismanagement, the
Agency shall return to the County immediately any funds,misappropriated or unexpended,
which have been paid to the Agency by the County.
C. Any King County obligations under this Agreement beyond the current appropriation year
are conditioned upon the County Council's appropriation of sufficient funds to support such
obligations. If the Council does not approve such appropriation, then this Agreement will
terminate automatically at the close of the current appropriation year.
15. FUTURE SUPPORT; UTILITIES AND SERVICE
The County makes no commitment to support the services contracted for herein and assumes
no obligation for future support of the activity contracted for herein except as expressly set forth
in this Agreement. The Agency understands, acknowledges, and agrees that the County shall
Page 84
not be liable to pay for or to provide any utilities or services in connection with the Project
contemplated herein.
16. HOLD HARMLESS AND INDEMNIFICATION
The Agency agrees for itself, its successors, and assigns, to defend, indemnify, and hold
harmless King County, its appointed and elected officials, and employees from and against
liability for all claims, demands, suits, and judgments, including costs of defense thereof, for
injury to persons, death, or property damage which is caused by, arises out of, or is incidental
to any use of or occurrence on the Project that is the subject of this Agreement,or the Agency's
exercise of rights and privileges granted by this Agreement,except to the extent of the County's
sole negligence. The Agency's obligations under this Section shall include:
A. The duty to promptly accept tender of defense and provide defense to the County at the
Agency's own expense;
B. Indemnification of claims made by the Agency's employees or agents; and
C. Waiver of the Agency's immunity under the industrial insurance provisions of Title 51
RCW, but only to the extent necessary to indemnify King County, which waiver has been
mutually negotiated by the parties.
In the event it is necessary for the County to incur attorney's fees, legal expenses or other costs
to enforce the provisions of this Section, all such fees,expenses and costs shall be recoverable
from the Agency.
In the event it is determined that RCW 4.24.115 applies to this Agreement, the Agency agrees
to protect,defend, indemnify and save the County, its officers,officials,employees and agents
from any and all claims, demands, suits, penalties, losses damages judgments, or costs of any
kind whatsoever for bodily injury to persons or damage to property (hereinafter "claims"),
arising out of or in any way resulting from the Agency's officers, employees, agents and/or
subcontractors of all tiers, acts or omissions, performance of failure to perform the rights and
privileges granted under this Agreement,to the maximum extent permitted by law or as defined
by RCW 4.24.115,as now enacted or hereafter amended.
A hold harmless provision to protect King County similar to this provision shall be included in
all Agreements or subcontractor Agreements entered into by Agency in conjunction with this
Agreement. The Agency's duties under this Section will survive the expiration or earlier
termination of this Agreement.
17. INSURANCE
A. Liability Insurance Requirements. Notwithstanding any other provision within this
Agreement,the Agency and it subcontractors shall procure and maintain coverage and limits
for no less than the following:
1. Commercial General Liability. Insurance Service"occurrence"form CG 00 01 (current
edition), to include Products-Completed Operations, insurance against claims for
injuries to persons or damages to property that may arise from or in connection with
activities under this Agreement. The insurance coverage shall be no less than One
Million Dollars ($1,000,000) combined single limit per occurrence, and Two Million
Dollars($2,000,000) in the aggregate.
Page 85
2. Automobile Liability. If activities require vehicle usage. Insurance Services form
number CA 00 01 (current edition),covering BUSINESS AUTO COVERAGE,Symbol
1 "any auto".If the grant includes the use of automobiles,the Limit of Liability shall be
no less than One Million Dollars($1,000,000)per occurrence.
3. Workers Compensation/Stop Gap. If the recipient or its contractor(s) has/have
employees.Statutory Workers Compensation coverage and Stop Gap Liability for a limit
no less than One Million Dollars($1,000,000)per occurrence.
4. Professional Liability.Ifthe grant includes the use of Professional Services.Professional
Liability coverage shall be no less than One Million Dollars($1,000,000)per claim and
in the aggregate.
B. If the grant involves the construction of a capital project or involves the purchase of
equipment greater than Five Thousand ($5,000) in value, the Agency shall provide "All
Risk" Builders Risk or Property coverage for the full replacement value of the
project/property built/purchased. King County shall be listed as an additional Loss payee
as our interests may appear.
C. King County and its officers,officials,employees and agents shall be covered as additional
insured on Agency's and its contractor(s') commercial general liability insurance and, if
applicable, commercial auto liability insurance, with respect to liability arising out of
activities performed by the Agency and its contractors. Additional Insured status shall
include Products-Completed Operations.
D. To the extent of the Agency's or its contractor's negligence, their insurance respectively
shall be primary insurance with respect to the County, its officers, employees and agents.
Any insurance or self-insurance maintained by the County, and its officers, officials,
employees or agents shall not be subjected to contribution in favor of the Agency or its
contractors insurance,and shall not benefit either in any way.
The Agency's and its contractors' insurance shall apply separately to each insured against
whom a claim is made or a lawsuit is brought, subject to the limits of the insurer's liability.
E. 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 thirty(30)days'
prior written notice has been given to and change in coverage accepted by King County.
F. The insurance provider must be licensed to do business in the State of Washington and
maintain a Best's rating of no less than A-VIII. Within five (5) business days of County's
request, Agency must provide a Certificate of Insurance and Additional Insured
Endorsement(s) (CG 20 10 11/85 or its equivalent) to the County. The Agency shall be
responsible for the maintenance of their contractors' insurance documentation.
G. If the Agency is a municipal corporation or an agency of the State of Washington and is
self-insured for any of the above insurance requirements, a certification of self-insurance
shall be attached hereto and be incorporated by reference and shall constitute compliance
with this Section.
H. The Agency's duties under this Section shall survive the expiration or earlier
termination of this Agreement. The Agency understands, acknowledges and agrees that
for the relevant period of public use set forth in Section 8, the Agency shall maintain
Page 86
insurance and name the County as an additional insured, all of which shall be consistent
with the requirements of this Section.
18. ANTI-DISCRIMINATION
King County Code chapters 12.16, 12.17 through 12.18 apply to this Agreement and are
incorporated by this reference as if fully set forth herein. In all hiring or employment made
possible or resulting from this Agreement,there shall be no discrimination against any employee
or applicant for employment because of sex, age, race, color, creed, religion, national origin,
sexual orientation,gender identity or expression, marital status or the presence of any sensory,
mental, or physical disability unless based upon a bonafide occupational qualification, or age
except by minimum age and retirement provisions, and this requirement shall apply to but not
be limited to the following: employment, advertising, lay-off, or termination, rates of pay or
other forms of compensation, and selection for training, including apprenticeship. No person
shall be denied or subjected to discrimination in receipt of the benefit of any services or activities
made possible by or resulting from this Agreement on the grounds of sex, race, color, creed,
national origin,religion,sexual orientation,gender identity or expression,age(except minimum
age and retirement provisions),marital status,or the presence of any sensory,mental,or physical
handicap. Any violation of this provision shall be considered a violation of a material provision
of this Agreement and shall be grounds for cancellation, termination or suspension in whole or
in part of this Agreement by King County and may result in ineligibility for further King County
agreements. [Community Partner Name] shall also comply with all applicable anti-
discrimination laws or requirements of any and all jurisdictions having authority.
19. CONFLICT OF INTEREST
KCC Chapter 3.04(Employee Code of Ethics) is incorporated by reference as if fully set forth
hence, and the Agency agrees to abide by all conditions of said chapter. Failure by the Agency
to comply with any requirement of said KCC Chapter shall be a material breach of contract.
20. POLITICAL ACTIVITY PROHIBITED
None of the funds, materials, property, or services provided directly or indirectly under this
Agreement shall be used for any partisan political activity or to further the election or defeat of
any candidate for public office.
21. PROJECT MAINTENANCE; EQUIPMENT PURCHASE, MAINTENANCE, AND
OWNERSHIP
A. As between the County and the Agency, the Agency shall be responsible to operate and
maintain the completed project at its own sole expense and risk. The Agency shall maintain
the completed project in good working condition consistent with applicable standards and
guidelines. The Agency understands, acknowledges, and agrees that the County is not
responsible to operate or to maintain the project in any way.
B. The Agency shall be responsible for all property purchased pursuant to this Agreement,
including the proper care and maintenance of any equipment.
C. The Agency shall establish and maintain inventory records and transaction documents
purchase requisitions, packing slips, invoices, receipts) of equipment and materials
purchased with Agreement funds. The Agency's duties under this Section shall survive
the expiration of this Agreement.
Page 87
22. NOTICES
Whenever this Agreement provides for notice to be provided by one party to another,such notice
shall be in writing, and directed to the person specified in Section 4 of this Agreement. Any
such notice shall be deemed to have been given on the date of delivery, if mailed,on the third
3rd) business day following the date of mailing; or, if sent by fax, on the first (1st) business
day following the day of delivery thereof by fax.Notice sent solely by e-mail shall be deemed
to have been given on the date of transmission.Either party may change its address,fax number,
email address, or the name of the person indicated as the recipient by notice to the other in the
manner aforesaid.
23. ASSIGNMENT
The Agency shall not assign any portion of rights and obligations under this Agreement or
transfer or assign any claim arising pursuant to this Agreement without the written consent of
the County. The Agency must seek such consent in writing not less than fifteen(15)days prior
to the date of any proposed assignment.
24. CONTRACT AMENDMENTS
This Agreement together with the attached exhibits expressly incorporated herein by reference
and attached hereto shall constitute the whole Agreement between the Parties. Either party may
request changes to this Agreement. No modifications or amendment of this Agreement shall be
valid or effective unless evidenced by an Agreement in writing signed by the Parties.
25. WAIVER OF DEFAULT
Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver or
breach of any provision of the Agreement shall not be deemed to be a waiver of any other or
subsequent breach and shall not be construed to be a modification of the terms of the Agreement
unless stated to be such through written approval by the County,which shall be attached to the
original Agreement.
26. TAXES
The Agency agrees to pay on a current basis all taxes or assessments levied on its activities and
property, including, without limitation, any leasehold excise tax due under RCW Chapter
82.29A; PROVIDED, however, that nothing contained herein will modify the right of the
Agency to contest any such tax, and the Agency will not be deemed to be in default as long as
it will, in good faith, be contesting the validity or amount of any such taxes.
27. WASHINGTON LAW CONTROLLING; WHERE ACTIONS BROUGHT
This Agreement is made in and will be in accordance with the laws of the State of Washington,
which will be controlling in any dispute that arises hereunder. Actions pertaining to this
Agreement will be brought in King County Superior Court, King County, Washington.
28. PARAGRAPH HEADINGS
The paragraph headings contained herein are only for convenience and reference and are not
intended to be a part of this Agreement or in any manner to define, limit,or describe the scope
or intent of this Agreement or the particular paragraphs to which they refer.
Page 88
29. PUBLIC DOCUMENT
This Agreement will be considered a public document and will be available for inspection and
copying by the public.
30. LEGAL RELATIQNS
Nothing contained herein will make,or be deemed to make,the County and the Agency a partner
of one another, and this Agreement will not be construed as creating a partnership or joint
venture. Nothing in this Agreement will create, or be deemed to create, any right, duty or
obligation in any person or entity not a party to it.
31. SINGULAR AND PLURAL
Wherever the context will so require,the singular will include the plural and plural will include
the singular.
32. PERMITS AND LICENSES
The Agency shall design, develop and construct the Project in accordance will all applicable
laws and regulatory requirements including environmental considerations, permitting
determinations, and other legal requirements. All activities and improvements shall be
performed by Agency at its sole expense and liability. The Agency shall, at its sole cost and
expense, apply for, obtain and comply with all necessary permits, licenses and approvals
required for the Project,
33. INTERPRETATION OF COUNTY RULES AND REGULATIONS
If there is any question regarding the interpretation of any County rule or regulation,the County
decision will govern and will be binding upon the Agency.
34. POLICE POWERS OF THE COUNTY
Nothing contained in this Agreement will diminish,or be deemed to diminish,the governmental
or police powers of the County.
35. ENTIRE AGREEMENT
This Agreement, including its attachments, constitutes the entire Agreement between the
County and the Agency. It supersedes all other agreements and understandings between them,
whether written,oral or otherwise.
KING COUNTY City of Renton
f
r 1
FOR c
King County Exec ive i ature
Date NAME(Please type or print),Title
Date
Page 89
City of Renton—Family First Community Center 2 - Exhibit I
kg King y
Your Big Backyard
Youth and Amateur Sports Grant
Scope of Services
This is a public/private partnership between the City of Renton, the Doug Baldwin- Family First
Community Center Foundation, the Renton School District and HealthPoint to provide a
recreational facility with diverse programs and services in the Benson Planning area of Renton.
The center will provide educational and recreational opportunities, offer youth sports and fitness
programs, improved learning for children, and onsite multi-service health and wellness
programs. This newly constructed building will be approximately 25,000 SF, 1-story, oriented
east-west. The main entrance will face SE 116th and be located immediately south of Cascade
Elementary School. The main lobby& central corridor will have clerestory windows to
maximize day-light throughout the interior. The building will contain community meeting
rooms, a dedicated STEM space, a community health facility and a recreation facility which will
include a gymnasium, fitness equipment & dance studio. Materials will include an exposed
natural wood structure, flooring will be carpet, wood and resilient tile. All materials &
equipment will be evaluated for sustainability and operational efficiencies once completed. This
20,000 grant award will be applied to the costs to outfit the gymnasium with basketball
hoops/backboards, run-off wall pads, bleachers and sport equipment, which is currently included
in the budget line allocated to Construction and Installation.
Page 90
G
N
0I Oo
I vcN4
CI LL CO
N Q m
II
I ~N
II t
11
0 pr - -.11110111!.Il...
1
T Z
T
it Loki
1
Y
O lj N
IN
1 v m
i II i i
11
01 i Y Y
1
O II
II
O I -
1
Nr-
r---
I I
9-,9 t 0-,9l t „O-,,b1: 9-,9Z
I I
9-,L Z
0 LD Q:___,)
Page 91
s
3
g
s i
Page 92
LxW
e tfl.:
w,
o'' '
e,C
o o
40.4.4 444 '
O C9 O
O LL O
k N N
i y H4 Q Ei?
r
w :iiii
O V
I- Q OykR ; 4,1
00
r `; W so
6
6.3
CL
l M Q a
d Nct
Ocoa - vi
Op
V to OVyON, OOii`
pp
W F omYS `
c .
cc (I) OtiCV<;
O
Q QOO-
I
u NI NI
aVEA
69., EA EAm
CL
4:00
L.
r'
OtoQk.
co
o
o 0
N
d
0.
tai/-
4 4,-'
ms
l i O
H
r 0
0r%.. f ,L
t n 4 ; L -
C
Page 93
CAG-19-060, Adden #1-20
Page 94
CAG-19-060, Adden #2-21
Page 95
CAG-19-061
im King County
Youth and Amateur Sports Grant Agreement
Get Active/ Stay Active Project
Department/Division: Natural Resources and Parks / Parks and Recreation Division
Agency: City of Renton
Project: Family First Community Center
Amount: 55,000.00 Project: 1134841 Contract: 6032102
Term Period: January 1,2018 To December 31,2019
THIS CONTRACT is entered into by KING COUNTY (the "County"), and City of Renton (the
Agency"),whose address is 1055 S. Grady WayRenton, WA 98057
WHEREAS, the Agency is either a public agency or a non-profit organization that provides youth
or amateur sports opportunities or are acts as a fiscal sponsor for such project;
WHEREAS, King County has selected the identified Agency to receive a Youth and Amateur
Sports Fund("YASF")Grant award to assist in projects that provide increased athletic opportunities
for the citizens of King County, Washington;
WHEREAS,the Agency shall utilize the award to address an athletic need in King County; and
WHEREAS, King County is authorized to administer the YASF grant project and enter into
agreements for the use of King County funds by public agencies or not-for-profit organizations to
provide a service to the public under King County Ordinance 18409;
NOW THEREFORE, in consideration of payments, covenants, and agreements hereinafter
mentioned, to be made and performed by the parties hereto, the parties covenant and do mutually
agree as follows:
The Agency shall provide services and comply with the requirements set forth hereinafter and
in the following attached exhibits,which are incorporated herein by reference:
Scope of Services Attached hereto as Exhibit I
Budget Attached hereto as Exhibit II
2. TERM OF CONTRACT
This Agreement shall commence on January 1, 2018, and shall expire on the December 31,
2019, unless extended or earlier terminated, pursuant to the terms and conditions of this
Agreement.
Page 96
3. PREMISES
This grant project is located at:
16022- 116th Ave.SE,
4. PARTIES
All communication, notices, coordination, and other tenets of this Agreement shall be
managed by:
On behalf of County:
Butch Lovelace, YSFG Project Manager
King County Parks and Recreation Division
201 South Jackson Street, Suite 700
Seattle, WA 98104-3855
Email: butch.lovelace a kin2c0untv.2.ov
Phone: 206.477.4577
On behalf of Agency:
Kelly Beymer,Administrator of Community Services
1055 S. Grady Way
Renton, WA 98057
Email: kbeymer@rentonwa.gov
Phone: 425-430-6617
5. COMPENSATION AND METHOD OF PAYMENT
A. The County shall reimburse the Agency for satisfactory completion of the services and
requirements specified in this Agreement after the Agency submits an invoice and all
accompanying reports as specified in the attached exhibits. The County will initiate
authorization for payment after approval of corrected invoices and reports. The County
shall make payment to the Agency not more than thirty (30) days after a complete and
accurate invoice is received.
B. The Agency shall submit its final invoice and all outstanding reports within fifteen (15)
days of the date this Agreement expires or is terminated. If the Agency's final invoice and
reports are not submitted by the day specified in this subsection, the County will be
relieved of all liability for payment to the Agency of the amounts set forth in said invoice
or any subsequent invoice.
6. OPERATING BUDGET
When a budget is attached hereto as Exhibit II, the Agency shall apply the funds received
from the County under this Agreement in accordance with said budget. If, at any time during
the Term of this Agreement, the Agency expects that the cumulative amount of transfers
among the budget categories, i.e. Project Tasks, may exceed ten percent (10%) of the
Agreement amount, then the Agency shall notify County to request approval. Supporting
documents necessary to explain fully the nature and purpose of the change(s) and an amended
Page 97
budget must accompany each request for such approval. County approval of any such
amendment shall not be unreasonably withheld.
7. COMMUNICATION
The Agency shall recognize County as a fiscal sponsor for the grant project in the following
manner:
A. Events: The Agency shall invite and recognize "King County Parks" at all events
promoting the project, and at the final project dedication.
B. Community Relations:The Agency shall recognize"King County Parks"as a fiscal
sponsor in all social media,websites, brochures,banners,posters,press releases,and other
promotional material related to the Project.
8. PRIORITY OF USE;PUBLIC ACCESS; SCHEDULING
These funds are provided for the purpose of developing and/or project sports activities for, but
not exclusively serving, persons under 21 years of age, and low and moderate income
communities within King County. Fees for the project shall be no greater than those generally
charged by public operators or project providers in King County.
9. INTERNAL CONTROL AND ACCOUNTING SYSTEM
The Agency shall establish and maintain a system of accounting and internal controls which
complies with applicable, generally accepted accounting principles, and governmental
accounting and financial reporting standards in accordance with Revised Code of Washington
RCW)Chapter 40.14.
10. MAINTENANCE OF RECORDS
A. The Agency shall maintain accounts and records, including personnel, property, financial,
and project records and other such records as may be deemed necessary by the County to
ensure proper accounting for all Agreement funds and compliance with this Agreement.
B. These records shall be maintained for a period of six (6) years after the expiration or
earlier termination of this Agreement unless permission to destroy them is granted by the
Office of the Archivist in accordance with RCW Chapter 40.14.
C. The Agency shall inform the County in writing of the location, if different from the
Agency address listed on page one of this Agreement, of the aforesaid books, records,
documents, and other evidence and shall notify the County in writing of any changes in
location within ten (10)working days of any such relocation.
11. RIGHT TO INSPECT
King County reserves the right to review and approve the performance of Agency with regard
to this Agreement,and, at its sole discretion,to inspect or audit the Agency's records regarding
this Agreement and the Project upon reasonable notice during normal business hours.
12. COMPLIANCE WITH ALL LAWS AND REGULATIONS
The Agency, in cooperation and agreement with the owners of the Premises, shall comply
with all applicable laws, ordinances and regulations in using funds provided by the County,
Page 98
including, without limitation, those relating to providing a safe working environment to
employees and, specifically, the requirements of the Washington Industrial Safety and Health
Act (WISHA); and, to the extent applicable, those related to "public works," payment of
prevailing wages, and competitive bidding of contracts. The Agency specifically agrees to
comply and pay all costs associated with achieving such compliance without notice from King
County; and further agrees that King County, does not waive this Section by giving notice of
demand for compliance in any instance. The Agency shall indemnify and defend the County
should it be sued or made the subject of an administrative investigation or hearing for a
violation of such laws related to this Agreement.
13. CORRECTIVE ACTION
A. If the County determines that a breach of contract has occurred or does not approve of the
Agency's performance, it will give the Agency written notification of unacceptable
performance. The Agency will then take corrective action within a reasonable period of
time, as may be defined by King County in its sole discretion in its written notification to
the Agency.
B. The County may withhold any payment owed the Agency until the County is satisfied that
corrective action has been taken or completed.
14. TERMINATION
A. The County may terminate this Agreement in whole or in part, with or without cause, at
any time during the Term of this Agreement, by providing the Agency ten (10) days
advance written notice of the termination.
B. If the termination results from acts or omissions of the Agency, including but not limited
to misappropriation, nonperformance of required services, or fiscal mismanagement, the
Agency shall return to the County immediately any funds,misappropriated or unexpended,
which have been paid to the Agency by the County.
C. Any King County obligations under this Agreement beyond the current appropriation year
are conditioned upon the County Council's appropriation of sufficient funds to support
such obligations. If the Council does not approve such appropriation, then this Agreement
will terminate automatically at the close of the current appropriation year.
15. FUTURE SUPPORT: UTILITIES AND SERVICE
The County makes no commitment to support the services contracted for herein and assumes
no obligation for future support of the activity contracted for herein except as expressly set
forth in this Agreement. The Agency understands, acknowledges, and agrees that the County
shall not be liable to pay for or to provide any utilities or services in connection with the
Project contemplated herein.
16. HOLD HARMLESS AND INDEMNIFICATION
The Agency agrees for itself, its successors, and assigns, to defend, indemnify, and hold
harmless King County, its appointed and elected officials, and employees from and against
liability for all claims, demands, suits, and judgments, including costs of defense thereof, for
injury to persons, death, or property damage which is caused by, arises out of, or is incidental
to any use of or occurrence on the Project that is the subject of this Agreement, or the
Page 99
Agency's exercise of rights and privileges granted by this Agreement, except to the extent of
the County's sole negligence. The Agency's obligations under this Section shall include:
A. The duty to promptly accept tender of defense and provide defense to the County at the
Agency's own expense;
B. Indemnification of claims made by the Agency's employees or agents;and
C. Waiver of the Agency's immunity under the industrial insurance provisions of Title 51
RCW, but only to the extent necessary to indemnify King County, which waiver has been
mutually negotiated by the parties.
In the event it is necessary for the County to incur attorney's fees, legal expenses or other
costs to enforce the provisions of this Section, all such fees, expenses and costs shall be
recoverable from the Agency.
In the event it is determined that RCW 4.24.115 applies to this Agreement, the Agency agrees
to protect, defend, indemnify and save the County, its officers, officials,employees and agents
from any and all claims, demands, suits, penalties, losses damages judgments, or costs of any
kind whatsoever for bodily injury to persons or damage to property (hereinafter "claims"),
arising out of or in any way resulting from the Agency's officers, employees, agents and/or
subcontractors of all tiers, acts or omissions, performance of failure to perform the rights and
privileges granted under this Agreement, to the maximum extent permitted by law or as
defined by RCW 4.24.115,as now enacted or hereafter amended.
A hold harmless provision to protect King County similar to this provision shall be included in
all Agreements or subcontractor Agreements entered into by Agency in conjunction with this
Agreement. The Agency's duties under this Section will survive the expiration or earlier
termination of this Agreement.
17. INSURANCE
A. Liability Insurance Requirements. Notwithstanding any other provision within this
Agreement, the Agency and it subcontractors shall procure and maintain coverage and
limits for no less than the following:
1. Commercial General Liability. Insurance Service "occurrence" form CG 00 01
current edition), to include Products-Completed Operations, insurance against claims
for injuries to persons or damages to property that may arise from or in connection
with activities under this Agreement. The insurance coverage shall be no less than One
Million Dollars ($1,000, 000) combined single limit per occurrence, and Two Million
Dollars($2,000,000) in the aggregate.
2. Automobile Liability. If activities require vehicle usage. Insurance Services form
number CA 00 01 (current edition), covering BUSINESS AUTO COVERAGE,
Symbol 1 "any auto". If the grant includes the use of automobiles, the Limit of
Liability shall be no less than One Million Dollars($1,000,000)per occurrence.
3. Workers Compensation/Stop Gap. If the recipient or its contractor(s) has/have
employees. Statutory Workers Compensation coverage and Stop Gap Liability for a
limit no less than One Million Dollars($1,000,000)per occurrence.
Page 100
4. Professional Liability. If the grant includes the use of Professional Services.
Professional Liability coverage shall be no less than One Million Dollars ($1,000,000)
per claim and in the aggregate.
B. If the grant involves the construction of a capital project or involves the purchase of
equipment greater than Five Thousand ($5,000) in value, the Agency shall provide "All
Risk" Builders Risk or Property coverage for the full replacement value of the
project/property built/purchased. King County shall be listed as an additional Loss payee
as our interests may appear.
C. King County and its officers, officials, employees and agents shall be covered as
additional insured on Agency's and its contractor(s') commercial general liability
insurance and, if applicable, commercial auto liability insurance, with respect to liability
arising out of activities performed by the Agency and its contractors. Additional Insured
status shall include Products-Completed Operations.
D. To the extent of the Agency's or its contractor's negligence, their insurance respectively
shall be primary insurance with respect to the County, its officers, employees and agents.
Any insurance or self-insurance maintained by the County, and its officers, officials,
employees or agents shall not be subjected to contribution in favor of the Agency or its
contractors insurance,and shall not benefit either in any way.
The Agency's and its contractors' insurance shall apply separately to each insured against
whom a claim is made or a lawsuit is brought, subject to the limits of the insurer's liability.
E. 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 thirty (30)
days' prior written notice has been given to and change in coverage accepted by King
County.
F. The insurance provider must be licensed to do business in the State of Washington and
maintain a Best's rating of no less than A-VIII. Within five (5) business days of County's
request, Agency must provide a Certificate of Insurance and Additional Insured
Endorsement(s) (CG 20 10 11/85 or its equivalent) to the County. The Agency shall be
responsible for the maintenance of their contractors' insurance documentation.
G. If the Agency is a municipal corporation or an agency of the State of Washington and is
self-insured for any of the above insurance requirements, a certification of self-insurance
shall be attached hereto and be incorporated by reference and shall constitute compliance
with this Section.
H. The Agency's duties under this Section shall survive the expiration or earlier
termination of this Agreement. The Agency understands, acknowledges and agrees that
for the relevant period of public use set forth in Section 8, the Agency shall maintain
insurance and name the County as an additional insured, all of which shall be consistent
with the requirements of this Section.
18. ANTI-DISCRIMINATION
King County Code chapters 12.16, 12.17 through 12.18 apply to this Agreement and are
incorporated by this reference as if fully set forth herein. In all hiring or employment made
Page 101
possible or resulting from this Agreement, there shall be no discrimination against any
employee or applicant for employment because of sex, age, race, color, creed, religion,
national origin, sexual orientation, gender identity or expression, marital status or the presence
of any sensory, mental, or physical disability unless based upon a bonafide occupational
qualification, or age except by minimum age and retirement provisions, and this requirement
shall apply to but not be limited to the following: employment, advertising, lay-off, or
termination, rates of pay or other forms of compensation, and selection for training, including
apprenticeship. No person shall be denied or subjected to discrimination in receipt of the
benefit of any services or activities made possible by or resulting from this Agreement on the
grounds of sex, race, color, creed, national origin, religion, sexual orientation, gender identity
or expression, age (except minimum age and retirement provisions), marital status, or the
presence of any sensory, mental, or physical handicap. Any violation of this provision shall
be considered a violation of a material provision of this Agreement and shall be grounds for
cancellation,termination or suspension in whole or in part of this Agreement by King County
and may result in ineligibility for further King County agreements. [Community Partner
Name] shall also comply with all applicable anti-discrimination laws or requirements of any
and all jurisdictions having authority.
19. CONFLICT OF INTEREST
KCC Chapter 3.04 (Employee Code of Ethics) is incorporated by reference as if fully set forth
hence, and the Agency agrees to abide by all conditions of said chapter. Failure by the
Agency to comply with any requirement of said KCC Chapter shall be a material breach of
contract.
20. POLITICAL ACTIVITY PROHIBITED
None of the funds, materials, property, or services provided directly or indirectly under this
Agreement shall be used for any partisan political activity or to further the election or defeat
of any candidate for public office.
21. PROJECT MAINTENANCE; EQUIPMENT PURCHASE, MAINTENANCE, AND
OWNERSHIP
A. As between the County and the Agency, the Agency shall be responsible to operate and
maintain the completed project at its own sole expense and risk. The Agency shall
maintain the completed project in good working condition consistent with applicable
standards and guidelines. The Agency understands, acknowledges, and agrees that the
County is not responsible to operate or to maintain the project in any way.
B. The Agency shall be responsible for all property purchased pursuant to this Agreement,
including the proper care and maintenance of any equipment.
C. The Agency shall establish and maintain inventory records and transaction documents
purchase requisitions, packing slips, invoices, receipts) of equipment and materials
purchased with Agreement funds. The Agency's duties under this Section shall survive
the expiration of this Agreement.
22. NOTICES
Whenever this Agreement provides for notice to be provided by one party to another, such
notice shall be in writing, and directed to the person specified in Section 4 of this Agreement.
Page 102
Any such notice shall be deemed to have been given on the date of delivery, if mailed, on the
third (3rd) business day following the date of mailing; or, if sent by fax, on the first (1st)
business day following the day of delivery thereof by fax.Notice sent solely by e-mail shall be
deemed to have been given on the date of transmission. Either party may change its address,
fax number,email address,or the name of the person indicated as the recipient by notice to the
other in the manner aforesaid.
23. ASSIGNMENT
The Agency shall not assign any portion of rights and obligations under this Agreement or
transfer or assign any claim arising pursuant to this Agreement without the written consent of
the County. The Agency must seek such consent in writing not less than fifteen (15) days
prior to the date of any proposed assignment.
24. CONTRACT AMENDMENTS
This Agreement together with the attached exhibits expressly incorporated herein by reference
and attached hereto shall constitute the whole Agreement between the Parties. Either party
may request changes to this Agreement. No modifications or amendment of this Agreement
shall be valid or effective unless evidenced by an Agreement in writing signed by the Parties.
25. WAIVER OF DEFAULT
Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver
or breach of any provision of the Agreement shall not be deemed to be a waiver of any other
or subsequent breach and shall not be construed to be a modification of the terms of the
Agreement unless stated to be such through written approval by the County, which shall be
attached to the original Agreement.
26. TAXES
The Agency agrees to pay on a current basis all taxes or assessments levied on its activities
and property, including, without limitation, any leasehold excise tax due under RCW Chapter
82.29A; PROVIDED, however, that nothing contained herein will modify the right of the
Agency to contest any such tax, and the Agency will not be deemed to be in default as long as
it will, in good faith,be contesting the validity or amount of any such taxes.
27. WASHINGTON LAW CONTROLLING; WHERE ACTIONS BROUGHT
This Agreement is made in and will be in accordance with the laws of the State of
Washington, which will be controlling in any dispute that arises hereunder. Actions
pertaining to this Agreement will be brought in King County Superior Court, King County,
Washington.
28. PARAGRAPH HEADINGS
The paragraph headings contained herein are only for convenience and reference and are not
intended to be a part of this Agreement or in any manner to define, limit, or describe the scope
or intent of this Agreement or the particular paragraphs to which they refer.
Page 103
29. PUBLIC DOCUMENT
This Agreement will be considered a public document and will be available for inspection and
copying by the public.
30. LEGAL RILATIONS
Nothing contained herein will make, or be deemed to make, the County and the Agency a
partner of one another, and this Agreement will not be construed as creating a partnership or
joint venture.Nothing in this Agreement will create,or be deemed to create,any right, duty or
obligation in any person or entity not a party to it.
31. SINGULAR AND PLURAL
Wherever the context will so require, the singular will include the plural and plural will
include the singular.
32. PERMITS AND LICENSES
The Agency shall design, develop and construct the Project in accordance will all applicable
laws and regulatory requirements including environmental considerations, permitting
determinations, and other legal requirements. All activities and improvements shall be
performed by Agency at its sole expense and liability. The Agency shall, at its sole cost and
expense, apply for, obtain and comply with all necessary permits, licenses and approvals
required for the Project,
33. INTERPRETATION OF COUNTY RULES AND REGULATIONS
If there is any question regarding the interpretation of any County rule or regulation, the
County decision will govern and will be binding upon the Agency.
34. POLICE POWERS OF THE COUNTY
Nothing contained in this Agreement will diminish, or be deemed to diminish, the
governmental or police powers of the County.
35. ENTIRE AGREEMENT
This Agreement, including its attachments, constitutes the entire Agreement between the
County and the Agency. It supersedes all other agreements and understandings between them,
whether written,oral or otherwise.
KING COUNTY City Renton
FOR
King County Exec tive Signature
i/III,,a
Date NAMEtype(Please print),TitlePnt
Date
Page 104
City of Renton-Family First Community Center- Exhibit I
Scope of Work
Project Description
A new community center with a partnership between the Doug Baldwin - Family First
Community Center Foundation(recreation, maintenance), the Renton School District(STEM) and
HealthPoint(multi-service healthcare). The City of Renton will build &own the facilities. This
new 1-story, approximately 25,000 SF building will have clerestory windows in lobby & corridor-
to maximize interior day-light, meeting rooms, a dedicated STEM space, a health facility and
recreational gymnasium, fitness equipment & dance studio. Materials and equipment includes
an exposed natural wood structure, carpet flooring, wood and resilient tile; all will be evaluated
for sustainability and operational efficiencies.
Organization Description
A public/private partnership between the City of Renton, the Family First Community Center
Foundation, the Renton School District and HealthPoint. Our vision is to provide a recreational
facility in the Benson Hill area of the City of Renton to enhance the stability of the community
by helping families achieve goals in education, fitness, and overall health. The Family First
Community Center will offer the diverse community with a wide variety of programs and
services including sports and recreation, health and wellness, and classes in technology, art,
music, dance and English as a second language.
Community& Equity Impact
The facility will reside in the Benson Community Planning area of Renton. Since the annexation
of Benson Hill in 2008, there has been a recognized need for improved services for children and
families living in this area. The 2018 Benson demographics show a population of 25,468, with
19.1% being 14 years or younger. For the occupied residents, 54% owner-occupied housing and
46% renters; with 10.9%of the population below the poverty line (household earning less than
24,000). Diversity is defined 44.7% Caucasian, 20.3%Asian, 11.4%African American and 14.0%
Hispanic/Latino origin. As of October 2018,the five Renton School District schools within 1.3
miles of the projected facility has an average of 56. 48% of the student bodies participating in
the Free and Reduced Lunch program (low income qualification). Cascade Elementary School,
the site of the new community center records 63.2% of the students in the Free and Reduced
Program. The area has been historically underserved and has a significant need for youth and
family support. The center will provide educational and recreational opportunities, offer youth
sports and fitness programs, improved learning for children, and onsite multi-service health and
wellness programs.
Project Management & Evaluation
The project will be built and owned by the City of Renton. The Community Services department
and their capital projects coordinator will oversee the design and construction of the project
and manage project expenditures. A pre-application meeting for permitting has been
completed. Land use and building permit submittals are anticipated for Spring 2019. The
project will be located immediately adjacent to an existing elementary school. A major
1
Page 105
City of Renton-Family First Community Center-Exhibit I
component of the building includes a gymnasium which, along with community special use and
health rooms, will be a facility designed to integrate with current school functions and assure
safety at all times. Professional staff will be responsible for directing all activities and facility
maintenance to assure safety and playability.
2
Page 106
I I I
I I I
I d
o
I
I
I I O l
N u_ m
N I Qm
II
0
Nit tin-
I I I
I I I
i I I
N I al
m
I I I I I
4.
II I
I II I I I
I I I
OI I I I I I
I I i 0.1 I I
I I I I
I I I I I
I
I
I I I
f
9-,Q O-,S l O-,t7 9-,9Z
9-,LZ
Cr. m
s_
f__A)
Page 107
w
y
Y., Ar"
c
YPy...,:, r ... ..,:•,... .^ ,,,.uu'. '..vw . erv..°',iv. .,;:,.,.
xi-rr,..fir. .....;. ..,;.^,tP'; a ..n„ w
w
t far*xR M n'
r
a
bhp
41
yt, ,Ls:..gay a4a ^.r`"
c tt
5r r ws X
s
Page 108
15
z
xw
C
11111 co o
cn in
J1I1I
tII '! I ! II
r a +' s 1•••• O
0) V j.7d N O°
A az a fA
CO giram. '?; 1 , /
N 1
r yyOy - O F' O
It
I- +v
r 00 NO U to O
r ti W I-'
LL 0 N rO O O o
tI'C rv,a tel—u
41
rr is
N -. frH
r.M CO)
r
fir / .. < 0 d
0
i p,n
c O
ws:
0
b. , 0
4 ' L +
r w v co
r 0
i Q U 2
Page 109
Request for Taxpayer Identification number and Give form to King County.
KING COUNTY Certification Do not send to IRS.
SUBSTITUTE W-9
Name (as shown on Invoice) a
ett, Business Type
Association C-Corporation S-Corporation Disregarded Entity
Division ID Government Individual
Limited Liability Company: Enter tax classification(C=C-Corporation,S=S-Corporation,P=Partnerships
Non Profit Partnership Sole Proprietor Trust/Estate
Business Registration Information
Enter where you are registered to do business and the corresponding State Registration Number
State: Washington Registration Number: 177000094
Purchasing Location information
Physical Address
1055 South Grady Way
City, State, and Zip
Renton, WA 98057
Remittance Information
Remit Address(if different than above)
same
City, State, and Zip
same
Tax Reporting Name and Tax Identification Number or Social Security Number
Enter your Tax reporting Name and address.The Tax Identification number provided must match the name
given on the"Tax Reporting Name" line. For individuals,this is your social security number(SSN).
Tax Reporting Name
City of Renton
Tax Reporting Address
1055 South Grady Way
Tax Reporting City, State, and Zip
Renton, WA 98057
Tax Identification Number, Em•loyer Identification Number or Social Security Number:
9 1 6 0 0 1 2 7 1
Under penalties of perjury, I certify that:
1.The number shown on this form is my correct tax reporting name and identification number.
2. I am a U.S. citizen, U.S. person or U.S. Business Entity.
3. I am not subject to backup withholding due to failure to report interest and dividend income.
4. I am exempt from FATCA reporting.
Certification instructions. If you are not a U.S. citizen, U.S. person or U.S. Business Entity, you must cross
out item 2 above. You will need to provide a completed King County W9 form as well as a copy of your W-8.
Sign Here N. k T
Print Name of Signer ell :eymer, Comm Svcs Admin. Date Signed 10/24/2018
Version:2 King County Substitute W9 Dated 2/23/2015
Page 110
CAG-19-061,Adden#1-20
kg King County CONTRACT AMENDMENT Page 1 of, 1 Pages
PROJECT NAME Family First Community Center
CONTRACT NO: 6032102 PROJECT NO: 1134841
DATE ENTERED: 10/17/2019 AMENDMENT NO: 1
AGENCY/CONTRACTOR City of Renton
DATE ENTERED 10/17/2019
ADDRESS 1055 S. Grady Way
Renton.WA 98057
AMENDJKENT REOtJESTED BY AMENDMENT EFFECTS
Parks and Recreation
Organization Scope of Services Method of Payment
Time of Performance _ Reliance
Kevin Brown.Director Compensation Terms&Conditions
Name Results of Services
Amend: Page 1-Term Period
December 31.2019
To Read:Page 1-Term Period
December 31,2020
IN WITNESS HEREOF,the parties hereto have caused this amendment to be executed and instituted on the
date first above written.
KING COUNTY,WASHINGTON ACKNOWLEDGEMENT AND ACCEPTANCE
AGENCY/CONTRACTOR:
City of Renton
By 64 r By Kelly Beymer %4 °
Title Ac.-14‘zci›NCe Title Administrator-Community a'ces
Date l 0(Z' /I Date October 17,2019
Page 111
CAG-19-061, Adden #2-20
Page 112
CAG-19-061, Adden #3-21
Page 113