HomeMy WebLinkAboutContractOPERATING AGREEMENT
BETWEEN
THE CITY OF RENTON
AND
HEALTH POINT
DATED FOR REFERENCE PURPOSES AS January 10, 2021
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 HealthPoint, a Washington
nonprofit public benefit corporation ("HealthPoint"). City and HealthPoint 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 Renton School District No. 403 (the "Property"), which the City leases from the district
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 prepared by Renton School District No. 403 ("RSD"), City,
Health Point, 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 Health Point 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.The Parties 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 Parties have agreed 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 Health Point 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 Sublease 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 City's and 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.
NOW, THEREFORE, it is agreed by the Parties as follows:
1.Definitions. The following definitions apply for the purposes of this Agreement:
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CAG-22-027
"Affiliate" of any person shall mean any other person which, directly or indirectly through one or
more intermediaries, controls, is controlled by, or is under common control with such person.
"Building Manager" shall have the meaning ascribed to such term in Section 7.4.
"Building Procedures" shall mean the schedules and procedures to which Health Point, 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.
"Capital Maintenance" shall include building and property maintenance, repair and replacement of
fixtures, equipment, and improvements that are expected to require servicing, maintenance, repair, or
replacement that is not Regular Maintenance (i.e. frequency is more than five (S) years from their
installation or construction). Such items include, but are not limited to, those items identified in Exhibit
A, which will be updated by addendum no later than the Commencement Date based upon equipment
and fixtures actually installed and their recommended servicing and maintenance intervals.
"City" shall have the meaning ascribed to such term in the Preamble.
"Clinic Space" shall have the meaning ascribed to such term in the recitals to this Agreement.
"Commencement Date" shall mean the date Health Point is provided possession of the Project.
"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 Clinic Space are depicted and
described in Exhibit B, 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, and any changes thereto required by RSD pursuant to the
Ground Lease and its separate operating agreement with the City.
"Dispute" shall have the meaning ascribed to such term in Section 15.
"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.
"Ground Lease Operating Agreement" shall mean the Ground Lease Operating Agreement
between City and RSD as executed by such parties on or prior to the execution of this Agreement.
"HealthPoint" shall have the meaning ascribed to such term in the Preamble.
"Initial Permitted Uses" shall have the meaning ascribed to such term in Section 4.2.1.
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"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.
"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 programing.
"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 to, 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 7.10.
"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 spaces.
"Regular Maintenance" shall include all building and property maintenance, repair, and
replacement of fixtures, equipment, and improvements that are expected to require servicing,
maintenance, repair, or replacement over a period five (S) years or less than five (5) years from their
installation, construction, or last time of service. Such items include, but are not limited to, those items
identified in Exhibit C, which is attached hereto as Exhibit C and will be updated by addendum no later
than the Commencement Date based upon equipment and fixtures actually installed and their
recommended servicing and maintenance intervals.
"Regulatory Requirements" shall have the meaning ascribed to such term in Section 4.2.3.
"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.
"Triggering Event" shall mean event that permits one of the parties to terminate Health Point's
obligations and rights relating to operation and maintenance of the Community Space pursuant to
Section 11.2 of this Agreement.
2.The Project.
2.1 Purpose and Summary of Contributions. The Parties, RSD, 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 programing.
The City is providing funding, construction management, and project operation assistance and oversight
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in a landlord capacity. Health Point 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
operations 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. Health Point shall perform and execute the provisions of this
Agreement as an independent tenant. Neither HealthPoint nor its employees, subcontractors, tenants,
sub-tenants, or agents shall be deemed to be the agents or employees of City.
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 Sublease within ninety {90) days of the date this Agreement is 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. In the event bids
exceed the amount the City has budgeted for construction (including Health Point's contributions), the
Parties will meet and confer to decide how to proceed, including possible revisions to the Project scope.
City will consult regularly with HealthPoint throughout the contractor selection and construction
process. Health Point will be invited to attend progress meetings between the City and the general
contractor for the duration of the general contractor's engagement.
3.2 Acceptance Standards for Completion of Construction.
HealthPoint has reviewed and approved the Construction Drawings. The Construction Drawings, which
are subject to substitutions as deemed necessary by the City to efficiently construct the Project without
unnecessary cost overruns and/or time delays, serve as the basis for the what the City agrees to
construct and supply to HealthPoint pursuant to Section 1.02 of the Sublease. The City agrees only to
provide HealthPoint with improvements for which the Construction Drawings make the general
contractor responsible. Notes in the Construction Drawings referring to the Owner being responsible
for fixtures, equipment, or furniture shall not be interpreted to obligate the City or RSD to provide such
fixtures, equipment, or furniture. Provision of items not to be provided by the general contractor shall
be provided by Health Point, FFCCF, or RSD according to their own needs for use of the Project.
Health Point will be given an opportunity to inspect the Project to confirm compliance with the
Construction Drawings prior to the Commencement Date. HealthPoint shall be responsible for the
acquisition, construction, and installation of any improvements, furniture, fixtures, and equipment for
the Clinic Space and Community Space not included in the Construction Drawings as being the general
contractor's responsibility. Any personal property purchased and used by Health Point for the Project
shall remain its personal property, but any fixtures installed, or improvements made to the Property,
that cannot be removed without causing damage to the Property shall become the property of the City
upon termination of the Sublease unless otherwise agreed to in writing by the Parties.
3.3 Funding. HealthPoint agrees to provide no less than three million three hundred fifty-four
thousand dollars {$3,354,000) in total funding towards the City's portion of construction costs from
grants received by Health Point and/or FFCCF for use towards the initial capital portion of the Project
("Grant Funds"). The Grant Funds are described in Exhibit D, which will be updated by addendum if
HealthPoint and/or FFCCF receives additional funds for construction of the Project. The grant
agreements describing the conditions of the Grant Funds are included in Exhibit D, which will be
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updated by addendum if Health Point 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 and RSD, but do not require additional governing body approval. Health Point agrees to use its
best efforts to make these Grant Funds available to the City for payment or reimbursement of progress
payments owed by the City to its contractor during the construction of the Project to the extent such
funds may be expended for such purposes. The City acknowledges that any grants awarded exclusively
for HealthPoint's clinic equipment or other clinic-specific expenses are not included among the Grant
Funds as defined herein. City agrees to cooperate with HealthPoint, and to secure RSD's reasonable
cooperation as necessary, to provide all documentation regarding construction and expenses thereof for
its use in documenting compliance with the applicable grant agreements including the preparation of
invoices directed to HealthPoint for reimbursement of City construction costs if necessary to properly
apply Grant Funds to the building construction. City will coordinate with RSD to gain all necessary
authorization for recording leasehold deeds of trust as contemplated by Section 6.04 of the Sublease
and Ground Lease. City further agrees not to interfere with Health Point's ability to perform the
qualifying conditions of the Grant Funds and to secure a similar commitment from RSD. In the event of
Recapture pursuant to Section 13.05 of the Sublease that triggers an obligation by Health Point to
reimburse Grant Funds, the City shall share with Health Point that portion of the Recapture Fee that
RSD's Recapture triggers an obligation by Health Point to repay Grant Funds.
3.4 Loss During Construction. City shall secure Health Point's contribution to the construction of the
Project by requiring the general contractor to insure the Project against all-risks during construction. In
the event of an insured loss during construction, City shall require the insurance proceeds to be used for
completion of the Project and Health Point agrees to waive any equitable or legal interest it may have in
such proceeds to the extent that the Project is completed and the insurance proceeds are used for
construction of the Project. If, following loss during construction, the Project is abandoned, delayed, or
otherwise affected such that the granters of any grants made to Health Point for the Project demand
return of the funds contributed for the Project, then City will distribute insurance proceeds or other
funds to HealthPoint in the amount necessary for Health Point to return such funds to its granters.
4.Operations and Permitted Uses.
4.1 Commencement of Operations. HealthPoint will endeavor to commence operation of the Clinic
Space and Community Space within ninety (90} days of the Commencement Date. City will provide
Health Point with access to the property prior to the Commencement Date and otherwise cooperate
with HealthPoint's reasonable requests for cooperation so that Health Point can commence operation as
anticipated by this provision.
4.2 Permitted Uses of the Premises.
4.2.1 Initial Permitted Uses. The Parties agree that the Permitted Uses defined in Section 3.01 of
the Sublease be interpreted to require Health Point, through its Building Procedures and agreements
with FFCCF, the City, 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 Parties, RSD, and Health Point's subtenants that is consistent with the Ground Lease and the
Ground Lease Operating Agreement shall be a Permitted Use under the Sublease 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 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 MakerSpace for the exploration of issues related to science,
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technology, education, and math education; (iii) recreational facilities; and (iv) the delivery of primary
health services in the Clinic Space by HealthPoint, including but not limited 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.
4.2.2 Changes to the Initial Permitted Uses. Agreement to changes to the Initial 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 Sublease; and (iv) are consistent with, and would not violate, the Regulatory
Requirements (defined below). Proposed changes to the Initial Permitted Uses shall be delivered by
Health Point to the City and RSD at least ninety (90) days prior to the proposed change in use and both
the City 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, and the Regulatory Requirements.
4.2.3 Compliance with Laws and Regulatory Requirements. 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, as the same may be 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 on school-owned property leased to others by school districts,
including bans on tobacco, drugs, and alcohol; and (iii) applicable permitted school uses as provided
under state and local law.
4.2.4 Required Notice of Change in Use. If Health Point or any of its subtenants 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), HealthPoint shall notify the City in writing and HealthPoint, 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 stated 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 MakerSpace within the Community Space on such terms and
conditions as may be agreed upon between RSD and HealthPoint. RSD shall also be provided access 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, the Ground Lease (including without limitation Section
6.11 of the Ground Lease), the Ground Lease Operating Agreement, and the Sublease. 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. HealthPoint 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. When feasible, this should include active
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operations of the Community and Clinic Space for at least forty (40) hours per week. The operation of
the Project shall, at all times, be consistent with school use and Regulatory Requirements.
4.6 Reporting. On no less than an annual basis, Health Point shall provide the City with a written
report summarizing its operations. Such reports should break out operations between the Community
and Clinic Space and include total hours of public operation, number of individuals served, and a
summary of services and programming provided.
4.7 Meet and Confer. On no less than an annual basis, the Parties shall meet and confer to discuss
each party's perspectives on the success of operations and opportunities to further maximize the
Project goals.
4.8 Post Triggering Event Operations. In the event of a Triggering Event by which Health Point
discontinues its obligations to manage the Community Space but retains possession and use of the Clinic
Space and shared use of Common Space, Health Point is not required or authorized to operate the
Community Space but shall continue to actively operate and maintain the Clinic Space. Responsibility
for operation and maintenance of the Common Space will be negotiated at the time of the notice of a
Triggering Event in conjunction with determination of rent obligations for the Clinic Space.
5.Rent and Post-Construction Financial Obligations.
5.1 Rent. In exchange for Health Point operating the Project pursuant to the Sublease and this
Agreement, Rent shall not be charged to HealthPoint for this Sublease. HealthPoint, in exchange, agrees
not to charge rent to FFCCF or RSD for their use of the Community Space although it may recover
maintenance, capital, and operational costs from FFCCF and RSD for their use of the Community Space
to the extent provided for herein. To the extent Leasehold excise tax is applied to the Sublease, such tax
shall not be passed through to RSD.
5.1.1 Post Triggering Event Rent. In the event of a Triggering Event by which HealthPoint
discontinues its obligations to manage the Community Space but retains possession and use of the Clinic
Space and shared use of the Common Space, Health Point shall pay the City full fair market value of the
Clinic Space and the value of their share of Common Space. If the parties cannot agree on the amount
of full fair market value, rent shall be set according to an independent appraisal obtained by the City
that identifies an average cost per square foot for comparable space available in or around the city to
rent for medical clinic space. The fair market rent shall take into consideration the extent to which
HealthPoint has contributed to capital maintenance costs and the extent to which Health Point continues
to pay to operate and maintain the Common Space for all users of the Project consistent with the terms
of Sections 5.3.1.1 and 5.3.2.3 of this Agreement.
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 and this Agreement. 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 leasehold interest consistent with WAC 458-
29A-100(2)(g)(iii) so long as it is required by this Agreement to operate the Project at its cost, including
oversight of contracted services to be performed by FFCCF in the Community Space.
5.2.1 Acceptance of Risk. Despite the Parties' belief the Sublease should not result in leasehold
excise tax, they recognize that the Washington State Department of Revenue (DoR) has authority to
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determine the taxability of HealthPoint's leasehold interest and, if taxable, the Fair Market Rate.
Health Point accepts the risk that DoR may determine that its leasehold interest is taxable and agrees to
pay any and all leasehold excise tax arising out of the Sublease as a result of such determination.
5.2.2 Cooperation. The Parties agree that to the extent the Sublease is taxable pursuant to WAC
458-29A-100(2)(g)(iii) or other state law or regulation, a determination of Fair Market Rent should take
into consideration that use of the Property is limited by the Ground Lease, Sublease, and this Agreement
to the provision of public services on a non-profit basis, which limits the availability of tenants who
could afford to operate the Project and pay rent. Accordingly, Fair Market Rate, if any, should reflect
deductions from what comparable space that does not have such restrictions may rent for. See WAC
458-29A-200(6)(a)(ii). The City agrees to cooperate with HealthPoint to explain to DoR the government
purposes served by HealthPoint taking responsibility for the Project and the restrictions imposed by RSD
and City on the use of the Property. Health Point will submit to the Washington State Department of
Revenue that agency's Form 63 0001 and, if necessary, have FFCCF do the same, in order to have a
formal determination of whether Leasehold Excise Tax is due.
5.3. Maintenance, Capital and Operational Costs.
5.3.1 Regular Maintenance. HealthPoint shall pay all costs of Regular Maintenance for the
Project. HealthPoint may recover up to its costs to perform regular maintenance of the Community
Space from FFCCF and RSD.
5.3.1.1 Post Triggering Event Regular Maintenance. In the event of a Triggering Event
by which HealthPoint discontinues its obligations to manage the Community Space, but retains
possession and use of the Clinic Space, Health Point shall pay for Regular Maintenance of the
Clinic Space and for their share of Common Space.
5.3.2 Capital Maintenance. HealthPoint shall contribute towards Capital Maintenance by paying
the City annually eighty percent (80%) of the City's twenty (20)-year forecast for Capital Maintenance
costs divided by (/) twenty (20). Based upon Exhibit A, this amount will initially be sixty-four thousand
seven hundred twenty-seven dollars and no cents ($64,727.00) per year, which amount will be updated
upon completion of construction when Exhibit A is updated to reflect the actual materials and
equipment used during construction. Payments shall be prepaid each year starting on the Sublease
Commencement Date and annual anniversary thereof, or in monthly installments starting on the
Sublease Commencement Date. HealthPoint may recover capital maintenance contributions from
FFCCF and RSD allocable to the Community Space so long as the amounts recovered from FFCCF and
RSD do not exceed its costs.
5.3.2.1 City Responsible For Actual Capital Maintenance Costs. HealthPoint's payments are
designed to allow the City to accrue sufficient funds to cover eighty percent (80%) of the City's
anticipated costs of Capital Maintenance over the next twenty (20) years on a rolling basis. The
City will be directly responsible for all actual costs of Capital Maintenance regardless of whether
such costs are less or more than the amounts collected from Health Point pursuant to this
subsection. HealthPoint shall have no claim against the City for refund of any amounts paid to the
City under this Subsection 5.3.2.
5.3.2.2 Capital Maintenance Payment Adjustments. The monthly amount paid by
HealthPoint towards Capital Maintenance shall be adjusted no more frequently than every five (5)
years based upon a facilities condition assessment and expenditure forecast conducted by the City.
The adjusted amount shall be based upon the following formula: new annual payment= (eighty
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percent {80%) of updated twenty (20)-year forecast for Capital Maintenance costs) divided by(/)
twenty (20)) with such amount adjusted up or down to account for the difference between City
expenditures and HealthPoint payments to date (e.g. add actual total cumulative amount paid to
date by City for Capital Maintenance and subtract amount paid to date by HealthPoint to City
towards Capital Maintenance) ). Forecasted Capital Maintenance costs for the rolling twenty {20)
year forecasted period will include a five hundred thousand dollar ($500,000)-contingency in
addition to actual anticipated costs. The City will provide HealthPoint no less than ninety (90) days
advance notice prior to requiring Health Point to increase its contributions towards Capital
Maintenance. If HealthPoint objects to the amount of an increase, it may obtain its own updated
twenty {20)-year building condition assessment and expenditure forecast. If HealthPoint and City
are unable to agree to an amount upon review of the competing assessments, disputes shall be
resolved according to the dispute resolution procedures in the Sublease.
5.3.2.3 Post Triggering Event Capital Maintenance. In the event of a Triggering Event by
which HealthPoint discontinues its obligations to manage the Community Space, but retains
possession and use of the Clinic Space, HealthPoint's contributions towards Capital Maintenance
shall be reduced according to the following formula: new annual payment= actual amount paid to
date by City for Capital Maintenance minus(-) amount paid to date by Health Point to City towards
Capital Maintenance plus(+) twenty percent {20%) of updated twenty {20)-year forecast for
Capital Maintenance costs) divided ,by(/) twenty {20). This amount may be adjusted using the
same formula no more frequently than every five (5) years consistent with Subsection 5.3.2.2.
5.3.2.4 Special Payment Schedule for Initial Five Years of the Agreement. The parties
acknowledge that during the initial years of this Agreement the Project operators' operating
revenue and the Capital Maintenance estimates will be less certain than once the Project is
established. In order to support the initial success of the Project, the parties agree that
notwithstanding the terms and formulas agreed to in Section 5.3.2 above, HealthPoint will be
responsible to pay twenty percent (20%) of its calculated Capital Maintenance payment in Year 1
of the Agreement, forty percent (40%) in Year 2, sixty percent (60%) in Year 3, eighty percent (80%)
in Year 4, and one hundred percent {100%) in Year 5. At the end of Year 5, the Capital Maintenance
payment will be adjusted in the manner described in Section 5.3.2.2 including the adjustment to
account for the difference between City expenditures and HealthPoint payments through such
date.
5.3.3 Operational Costs. Health Point shall be responsible for all Operational Costs of the
Project. These costs may be collected from or paid directly by FFCCF, RSD, or other approved users of
the Project.
5.3.3.1 Post Triggering Event Operational Costs. In the event of a Triggering Event by
which HealthPoint discontinues its obligations to manage the Community Space, but retains possession
and use of the Clinic Space, HealthPoint shall pay all Operational Costs attributable to the Clinic Space
and their share of the Common Space but will not be responsible for Community Space Operational
Costs.
5.3.4 Insurance Costs. The Parties shall pay their own costs to comply with the insurance
requirements of the Sublease and this Agreement.
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 Sublease (as defined in Section 1.02 of the
Sublease) or the expiration of the last Extension Term executed by the Parties (as defined in Section 1.03
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of the Sublease) unless earlier terminated by one or both of the Parties in accordance with Section 11 of
this Agreement.
7.Duties of HealthPoint. Except as otherwise provided in this Agreement, Health Point shall conduct and
supervise the day-to-day operation, maintenance, and management of the Community Space.
Health Point shall perform its duties consistent with the following covenants:
7.1 General. HealthPoint 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 Operating Agreement. HealthPoint shall 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 the Ground Lease Operating Agreement between City and RSD.
7.3 Building Procedures. HealthPoint shall 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 Commencement Date, which manual shall include the following:
(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
Health Point, FFCCF, the City, and RSD including the coordination of school programming
required by the Ground Lease and the Ground Lease Operating Agreement;
(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 Sublease, the
Ground Lease, the Ground Lease Operating Agreement, and RSD's policies and procedures consistent
with approved school uses of such property.
Page 10 of 16 {SXB2524928.DOCX;2/14327.000024/}
Health Point will 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 shall 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. The Parties
agree to comply with the approved Building Procedures and will require RSD and FFCCF in their separate
agreements to comply with the approved Building Procedures.
7.4 Building Manager. HealthPoint shall appoint a "Building Manager" (and any replacement
thereof), who shall be the person that shall be considered the chief supervisory officer for HealthPoint
at the Property. The Building Manager shall have qualifications appropriate for such position, shall be
subject to appropriate background checks, and otherwise meet all requirements for managing a facility
where minors, students, and other members of the public are invited. The Building Manager (or their
designee) shall have responsibility for operational control and maintenance 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). City understands and agrees that the Building
Manager may also have similar building manager or other responsibilities for HealthPoint on other
projects, and that the Building Manager (and/or their designee) 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 Personnel. HealthPoint shall provide (either directly or through contract) operating and
maintenance personnel for the Community Space as Health Point, in its sole discretion, deems required
to operate the Community Space. HealthPoint shall hire sufficient employees and/or agents and provide
such training as Health Point deems necessary or appropriate to carry out its obligations under this
Agreement. City understands and agrees that said work force may also have responsibilities to
HealthPoint on other projects, and that said work force is not required to be present at the Community
Space on a full time or daily basis. Health Point shall determine and shall be solely responsible for any
and all of Health Point's employment policies and procedures, including, but not limited to, recruiting,
hiring, discharge, promotion, and expense reimbursement. Health Point shall perform all of the
foregoing responsibilities in accordance with all material respects with the Building Procedures.
7.6 Maintenance. HealthPoint shall implement and maintain appropriate maintenance
management systems preventive and ordinary maintenance of the Property. This includes
performing all Regular Maintenance.
7.7 Security. HealthPoint 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.
7.8 Safety. HealthPoint shall initiate 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.
7.9 Notice of Defaults. HealthPoint shall promptly notify City of any event, condition, or omission
known to HealthPoint that is or would (with or without the passage of time, the giving of notice or both)
be a breach or default by City under the Ground Lease or the Ground Lease Operating Agreement. If
such event, condition, or omission is or may become a breach or violation of the Ground Lease or the
Ground Lease Operating Agreement by City, Health Point shall reasonably assist and cooperate with City
to cure or mitigate such event, condition or omission, give such advice and recommendations as City
Page 11 of 16 {SXB2S24928.DOCX;2/14327.000024/}
may reasonably request, and follow such reasonable instructions as City may give, all at City's expense,
except to the extent said breach or violation is due to a breach of this Agreement or the Sublease by
Health Point.
7.10 Environmental Matters. City and HealthPoint acknowledge and agree that, during the
performance by HealthPoint 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 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 County Board of Health), and
any other records required to be maintained for or to be submitted to the King County Board of Health.
Health Point shall 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 strict compliance by HealthPoint with all Laws related thereto and with the Regulatory
Requirements.
8.Duties of City. City shall construct the Project consistent with the terms of the Sublease, 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). City shall
perform all necessary Capital Maintenance and be given reasonable access to the Project by HealthPoint
to do so. City shall not interfere with HealthPoint's ability to comply with the conditions of its Grant
Funds or its obligations under this Agreement provided, however, that such conditions are consistent
with the uses permitted and required under the Ground Lease and the Ground Lease Operating
Agreement.
9.Independence and Engagement ofThird Parties. Both parties acknowledge that HealthPoint may
enter into a separate agreement with providers of goods and services to the Community Space as
permitted under the Ground Lease and the Sublease. Such agreements shall be completely independent
of this Agreement. Health Point may engage such persons, corporations, or other entities (including
Affiliates of Health Point) as it deems advisable for the purpose of performing or carrying out any of the
obligations of Health Point under this Agreement, provided that HealthPoint remains responsible for all
of its obligations under this Agreement and applicable terms of this Agreement and the Sublease are
incorporated. Unless separately agreed to in writing by City, no agreement by Health Point with a
provider shall bind the City and any rights given by HealthPoint to operate within the Project shall
terminate upon the City taking over responsibility for the applicable portion of the Project due to a
Triggering Event or termination of the Sublease pursuant to Section 11.
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.Breach and Triggering Events. Shall be pursuant to the Sublease sections 1.02, 1.03, and Article 12.
11.1 Breach. Remedies for breach of this Agreement shall be as provided for in the Sublease
and/or as provided in Section 11.2.
11.2 Partial Termination of Agreement due to Triggering Event. Either party may terminate
Health Point's rights and obligations with respect to the Community Space while allowing it to retain its
rights and obligations for the Clinic Space by providing written notice of a Triggering Event for one of the
Page 12 of 16 {SXB2524928.DOCX;2/14327.000024/}
reasons described below. The consequences of the Trigging Event take effect upon the date provided in
the notice, which must be no earlier than the minimum notice requirements provided below. Upon such
effective date, the Sublease shall be deemed amended so that HealthPoint leases and is responsible for
maintaining and operating only the Clinic Space and any agreed portions of the Common Space of the
Project.
11.2.1 Triggering Event Due to Breach. Either party may give Notice of a Triggering Event as a
result of a breach that is not timely cured by the breaching party after being provided notice thereof. A
notice pursuant to this Section 11.2.1 shall take effect no earlier than sixty (60) days from the date of
the notice of Triggering Event and if the party in default cures the default within thirty (30) days of the
Notice of Triggering Event, the Notice shall be deemed cancelled. If the Notice of a Triggering Event
identifies a breach that by its nature cannot be cured in full within thirty (30) days, then the cure period
for such breach shall be extended by that number of days reasonably required to cure the breach and
the times described in this Section 11.2.1 shall be extended accordingly.
11.2.2 Triggering Event Due to Loss of Service Provider. In the event FFCCF or subsequently
approved Community Space service provider fails or is unable to operate the Community Space
pursuant to this Agreement, either party may give Notice of a Triggering Event. Unless mutually agreed
otherwise, a notice pursuant to this Section 11.2.2 shall take effect no earlier than sixty (60) days from
the date of the notice of Triggering Event and during such time the Parties shall work together to see if
they can agree to alternative terms for operation of the Community Space. If this Triggering Event
occurs prior to applicable funding obligation periods for Grant Funds, the Parties agree to cooperate to
take steps to ensure compliance with grant obligations is maintained so that Grant Funds are not
required to be repaid. Such cooperation may include cancelling the effectiveness of the notice if
reasonable alternatives do not exist to maintain compliance with grant obligations.
11.2.3 Triggering Event For Convenience. After the Parties have satisfied the terms of the
agreements conditioning the receipt of Grant Funds, either Party may provide Notice of a Triggering
Event by providing no less than eighteen (18) months' written notice of the effective date thereof for
any reason or no reason.
11.3 Remedies at Law and in Equity. Nothing in this Section 11 shall be deemed to limit in any way
any rights or remedies which either party may have, at law or in equity, for any breach of this
Agreement by the other party.
12.Access to Community Space. The City and its invitees shall have the right at any reasonable time to
inspect the Community Space. City shall have the right to inspect the private financial books and records
of HealthPoint which relate to the Community Space, and which may be located therein, in accordance
with the provisions of this Agreement.
13.Notices. Unless otherwise specified herein, any notice required or permitted under this Agreement
or the Sublease shall be in writing and shall be valid and sufficient if transmitted by messenger, courier
service, facsimile, electronic mail actually received by the recipient, or first-class certified mail postage
prepaid addressed to the other party as follows:
If to HealthPoint: HealthPoint
955 Powell Ave SW
Renton, WA 98057
Page 13 of 16 {SXB2S24928.DOCX;2/14327.000024/}
With a copy to:
If to City:
With a Copy to:
Attention: Chief Executive Officer
Ogden Murphy Wallace, PLLC
901 5th Ave, Suite 3500
Seattle, WA 98164
Attention: Steve Burgan
City of Renton
Office of the City Attorney
1055 S Grady Way
Renton, WA 98057
Attention: Shane Moloney
14.Further Assurances. Health Point 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 Sublease.
15.Dispute Resolution. Shall be as provided in Sublease Section 14.10, including with respect to any
dispute related to an Initial Permitted Use or a change thereof.
16.General Provisions. This Agreement is a component of the Sublease, with all relevant terms therein
governing the administration and interpretation of this Agreement, including but not limited to
applicable subsections of Section 12 and 14 of the Sublease.
16.1 Headings. Titles and headings of the sections of this Agreement and the Sublease 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 Sublease.
16.2 Amendment. No modification or amendment of this Agreement or the Sublease shall be valid
unless in writing and executed by all parties to this Agreement.
16.3 Other Persons. Nothing in this Agreement or the Sublease shall be construed to prevent or
prohibit HealthPoint from providing operating services to any other person, organization, or entity.
16.4 Not for Benefit of Third Parties. This Agreement, the Sublease, and each and every provision
thereof is for the exclusive benefit of the parties to this Agreement and not for the benefit of any third
party.
16.5 Description of Agreement. This Agreement consists of this Operating Agreement and Exhibits
attached hereto or otherwise incorporated by reference which documents together with the Sublease
shall comprise the entire understanding and agreement between City and HealthPoint regarding
Health Point's operation of the Project on the Property and supersedes all other understandings,
agreements, and representations (oral or written) made or dated prior to the date hereof. 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
Page 14 of 16 {SXB2524928.DOCX;2/14327.000024/}
Agreement and agree that this Agreement shall be interpreted and enforced consistent with those
subsequent modifications agreed to through such processes and procedures.
Exhibits to this Agreement:
A.Capital Maintenance Schedule and Estimated Costs
B.Floor Plan and Room Occupancy Schedule
C.Regular Maintenance Schedule and Estimate Costs
D.Grant Funds Description and agreements
(Signature page follows)
Page 15 of 16 {SXB2524928.DOCX;2/14327.000024/}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first set forth above.
City of Renton:
By:
Name:
Title:
Date:
Attest:
Name:
Title:
Approved as to
Legal Form
By:
Name:
Title:
HealthPoint:
ATmondo Pavone
Mayor, City of Renton
Jason A. Seth
Cityderk
Shane Moloney
City Attorney
HealthPoint, a Washington Nonprofit Public
Benefit Corporation
By:
Name:
Title:
Date:
Signature Page to Operating Agreement
Page 16 of 16 {SXB2524928.DOCX;2/14327.000024/}
02/06/2023
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FAMILY FIRST COMMUNtTY CENTER EXHIBIT A. CAPITAL MAINTENANCE SCHEDULE ANO ESTIMATED COSTS LONG• TERM MAINTENANCE COSTS / RESERVES
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ROOM NO.
101
102
103
104
l0S
106
107
108
109
110
111
112
113
113.1
114
114.1
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
130
131
132
Family First Community Center -Room Assignment Schedule
NAME
VESTIBULE
LOBBY
MTG ROOM
DEMONSTRATION KITCHEN
STOR
MAKER SPACE 1 & 2
DANCE/CLASS
FITNESS ROOM
STOR
GYMNASIUM
STOR
FIRE & WATER
MEN'S RESTROOM
MEN'S LOCKERS
WOMEN'S RESTROOM
WOMEN'S LOCKERS
ELEC RM
JAN
FAMILY RR
JAN
BABY-TODDLER ROOM
RR
ADMIN
YOUTH ROOM
TEEN ROOM
LUNCH ROOM
LNDRY
WOMEN'S RR
MEN'S RR
SPONSOR
SPONS ADMIN
STAFF CARRELS
CHECK-IN
ADMIN CORR
GALLERY
AREA
135
312
568
203
59
1254
693
1003
178
6722
118
159
239
159
233
157
132
35
64
18
364
30
127
323
424
459
52
64
63
266
146
382
186
144
1802
TOTAL
Total Area SF
FFCCF
RSD/MakerSpace
HP/Clinic Space
Common Space
11400
1254
4135
4721
21510
TOTAL SQUARE FOOTAGE 21510
FAMILY FIRST COMMUNITY CENTER ESTIMATED REGULAR MAINTENANCE COSTS
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EXHIBIT D -Grant Fund Descriptions and Agreements
Health Point Grants
Grant Title Amount -------------Depa rt men t of Commerce Grant $2,979,000.00
to Health Point Through The
Building Communities Fund
Program
Premera Social Impact Grant $200,000.00
The Hearst Foundation, Inc. $75,000.00 -----'--------Sunder I and Foundation $50,000.00
Page 22
Page Numbers
23 -56
57
58-59
60
DocuSIgn Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
.---�. Washington State
• • Department of •4�• Commerce
Grant to
For
HealthPoint
through
The Building Communities Fund Program
Construction of HealthPoint Clinic at Family First Community
Center.
Start date: 7/1/2021
Washington State Department of Commerce
www.commerce.wa.gov
Page 23
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
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
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DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
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
Page 26
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
FACE SHEET
Washington State Department of Commerce
Local Government Division
Community Capital Facilities Unit
Grant Number: 22-96641-009
1.GRANTEE 2.GRANTEE Doing Business As (optional)HealthPoint 955 Powell Ave SW Renton, Washington 98057 3.Grantee Representative 4.COMMERCE RepresentativeLisa Y ohalem Kari Sample Chief Executive Officer Project Manager P.O. Box 42525 425-277-1311 (360)764-3090 IO 11 Plum Street SE kari.sample@commerce.wa.gov Olympia, WA 98504-2525 lyohalem@healthpointchc.org 5.Grant Amount 6.Funding Source 7.Start Date 8.End Date$2,979,000.00 Federal: D State: [gl Other: D N/A: D 7/112021 6/30/2025, contingent on reappropriation, 6/30/2023 if funds are not reappropriated 9.Federal Funds (as applicable)Federal Ai:;encv CFDA Number
NIA NIA NIA
10.Tax ID#11.SWV#12.UBI#13.DUNS#91-0884412 0028348-00 600-461-511 NIA
14.Grant PurposeThe 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. .:·if:EE �!MlGMMERCE u���Lisa Yohalem, President/CEO ���1f1ssistant Director 12/17/2021 I 9:41 AM PST 12;20;2021 I 8:55 AM PST Date Date APPROVED AS TO FORM
� �jA, 0 Steve Scheele, Assistant Attorney General 121812021 Date Page 27
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
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:
Page 28
i)
ii)
iii)
iv)
v)
Eligible Project expenditures prior to the execution of this contract.
Cash dedicated to the Project.
Funds available through a letter of credit or other binding loan commitment(s).
Pledges from foundations or corporations.
Pledges from individual donors.
2
DocuSign Envelope ID: FBC3DA1B-E3B7-4FDD-9ECE-9745E7551680
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 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 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
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
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DocuSign Envelope ID: FBC3DA18-E387-4FDD-9ECE-9745E7551680
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
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.
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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, 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 DAT A 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
Page 31 5
DocuSIgn Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
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:
Page 32
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.
6
DocuSIgn Envelope ID: FBC3DA18-E387-4FDD-9ECE-9745E7551680
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
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 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 27 (Recapture provision) of the General Terms and Conditions.
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SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
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.
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SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
In addition to the requirements set forth in this Contract, GRANTEE shall, in accordance with
Governor's Executive Order 05-05 or Executive Order 21-02 as applicable, coordinate with
Commerce and the Washington State Department of Archaeology and Historic Preservation
("DAHP"), including any recommended consultation with any affected tribe(s), during Project design
and prior to construction to determine the existence of any tribal cultural resources affected by
Project. GRANTEE agrees to avoid, minimize, or mitigate impacts to the cultural resource as a
continuing prerequisite to receipt of funds under this Contract.
The GRANTEE agrees that, unless the GRANTEE is proceeding under an approved historical and
cultural monitoring plan or other memorandum of agreement, if historical or cultural artifacts are
discovered during construction, the GRANTEE shall immediately stop construction and notify the
local historical preservation officer and the state's historical preservation officer at DAHP, and the
Commerce Representative identified on the Face Sheet. If human remains are uncovered, the
GRANTEE shall report the presence and location of the remains to the coroner and local enforcement
immediately, then contact DAHP and the concerned tribe's cultural staff or committee.
The GRANTEE shall require this provision to be contained in all subcontracts for work or services
related to the Scope of Work attached hereto.
In addition to the requirements set forth in this Contract, GRANTEE agrees to comply with RCW
27.44 regarding Indian Graves and Records; RCW 27.53 regarding Archaeological Sites and
Resources; RCW 68.60 regarding Abandoned and Historic Cemeteries and Historic Graves; and
WAC 25-48 regarding Archaeological Excavation and Removal Permits.
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 ARCHITECTURAUENGINEERING DESIGN
WORK
Page 35
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.
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1.DEFINITIONS
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
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 fede ral 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.
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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 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
Page 37
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 Box42525
Olympia WA 98504 -2525
In addition to sending a copy of the audit, when applicable, the GRANTEE must include:
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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 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 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.
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GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
Specific restrictions apply to contracting with current or former state employees pursuant to chapter
42.52 of the Revised Code of Washington. The GRANTEE and their subcontractor(s) must identify
any person employed in any capacity by the state of Washington that worked on this Grant, or any
matter related to the project funded under this Grant or any other state funded project, including but
not limited to formulating or drafting legislation, participating in grant procurement, planning and
execution, awarding grants, or monitoring grants, during the 24 month period preceding the start date
of this Grant. Any person identified by the GRANTEE and their subcontractors(s) must be identified
individually by name, the agency previously or currently employed by, job title or position held, and
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 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:
Page 39
•• be in writing;
state the disputed issues;
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GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
•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, subgranUsubcontract, 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.
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GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
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, COMMERCE may collect from the GRANTEE the
full amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount
owed by the GRANTEE to the accident fund from the amount payable to the GRANTEE by
COMMERCE under this Contract, and transmit the deducted amount to the Department of Labor and
Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&l's rights to
collect from the 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:
Page 41
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:
6
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GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
(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
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G�NERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
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 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 subgranUsubcontract 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.
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GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
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;
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GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
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.
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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
CEO
TITLE
DATE
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
Attachment B
Budget
Line Item Amount
Architecture & Enqineerinq $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
CEO
TITLE
PST
DATE
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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
KinQ 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 $1,455,000.00
(Grant# 19-96619-020)
$15,000,000.00
Total Non-State and State Sources
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 such records available for
COMMERCE'S review upon reasonable request.
GDocuSlgned by: u� �6�
A84E01 AOEAFFACA GRANTEE
CEO
TITLE
12/17/2021 I 9:41 AM PST
DATE
Page 48
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
CEO
TITLE
DATE
DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680
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 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.
GRANTEE
CEO
TITLE
DATE
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