The URL can be used to link to this page

Home My WebLink About11-15-21 Council Meeting-Revised To join Zoom meeting, click here. Meeting ID: 878 6454 9506 Passcode: 817579 To join with mobile: 1-253-215-8782 CALL TO ORDER Mayor Barb Tolbert PLEDGE OF ALLEGIANCE ROLL CALL Mayor Barb Tolbert – Wendy APPROVAL OF THE AGENDA Mayor Pro Tem Jan Schuette INTRODUCTION OF SPECIAL GUESTS AND PRESENTATIONS PROCLAMATIONS PUBLIC COMMENT For members of the public who wish to speak to the Council about any matter not on the Public Hearing portion of the meeting. Please limit remarks to three minutes. CONSENT AGENDA Mayor Pro Tem Jan Schuette 1. Minutes of the November 1 and November 8, 2021 Council meetings ATTACHMENT A 2. Accounts Payable: Approval of EFT Payments, Petty Cash Check #2009 and Claims Checks #104068 through #104195 dated November 2, 2021 through November 15, 2021 for $3,969,416.85 and Approval of Payroll EFT Payments and Checks #30125 through #30132 dated October 1, 2021 through October 31, 2021 for $1,235,935.98. 3. Title VI Annual Accomplishments, Goals Report and Plan Assurances ATTACHMENT B PUBLIC HEARING NEW BUSINESS 1. Resolution Declaring an Emergency with the Water Main Repair ATTACHMENT C at Washington Trucking Staff Presentation: Jim Kelly Council Liaison: Debora Nelson Arlington City Council Meeting Monday, November 15, 2021 at 7:00 pm 2. Fire District 21 Reimbursement Agreement ATTACHMENT D Staff Presentation: Jim Kelly Council Liaison: Debora Nelson 3. WEDFA Bond Resolution ATTACHMENT E Staff Presentation: Marc Hayes Council Liaison: Mayor Pro Tem Jan Schuette 4. Land Acknowledgement Statement ATTACHMENT F Staff Presentation: Paul Ellis Council Liaison: Mayor Pro Tem Jan Schuette 5. Authorization to Accept Funding for Innovation Center, Phase 2 ATTACHMENT G Staff Presentation: Paul Ellis Council Liaison: Mayor Pro Tem Jan Schuette 6. Easements for Cascade Natural Gas High Pressure Pipeline Replacement ATTACHMENT H Staff Presentation: Marc Hayes Council Liaison: Mayor Pro Tem Jan Schuette 7. Designation of Real Property for Public Right of Way for the ATTACHMENT I Northeast Corner of 43rd Avenue and 172nd Street Staff Presentation: Marc Hayes Council Liaison: Mayor Pro Tem Jan Schuette 8. Dedication of Real property for Public Right of Way for the ATTACHMENT J Northwest corner of 43rd Avenue and 172nd Street Staff Presentation: Marc Hayes Council Liaison: Mayor Pro Tem Jan Schuette 9. Dedication of Real Property for Public Right of Way for the ATTACHMENT K Southwest Corner of 43rd Avenue and 172nd Street Staff Presentation: Marc Hayes Council Liaison: Mayor Pro Tem Jan Schuette COUNCILMEMBERS’ REPORTS COMMENTS FROM COUNCILMEMBERS INFORMATION/ADMINISTRATOR & STAFF REPORTS MAYOR’S REPORT EXECUTIVE SESSION RECONVENE ADJOURNMENT Mayor Pro Tem Jan Schuette / Mayor Barb Tolbert DRAFT Page 1 of 2 Monday, November 1, 2021 Councilmembers Present: Michele Blythe, Jan Schuette, Heather Logan, Don Vanney and Mike Hopson. Council Members Absent: Debora Nelson and Marilyn Oertle, excused. Staff Present: Mayor Barb Tolbert, Paul Ellis, Kristin Garcia, City Attorney Steve Peiffle, Tony Orr, and Wendy Van Der Meersche. Also Known to be Present: 20 YouTube viewers. Mayor Barb Tolbert called the meeting to order at 7:00 p.m., and the Pledge of Allegiance and roll call followed. APPROVAL OF THE AGENDA Mayor Pro Tem Jan Schuette moved to approve the agenda as presented. Councilmember Don Vanney seconded the motion, which passed with a unanimous vote. INTRODUCTION OF SPECIAL GUESTS AND PRESENTATIONS None. PROCLAMATIONS None. PUBLIC COMMENT City Clerk Wendy Van Der Meersche stated that Shawna Storms spoke last week regarding Highland View Estates, and provided an email this week that was forwarded to Council Members. CONSENT AGENDA Mayor Pro Tem Jan Schuette moved and Councilmember Don Vanney seconded the motion to approve the Consent Agenda that was unanimously carried: 1. Minutes of the October 17 and October 25, 2021 Council meetings 2. Accounts Payable: Approval of EFT Payments, Petty Cash Check #2008 and Claims Checks #103988 through #104067 dated October 19, 2021 through November 1, 2021 for $1,601,497.85. PUBLIC HEARING Resolution Establishing the 2022 Regular Property Tax Levy Finance Director Kristin Garcia requested Council approve a resolution establishing the regular property tax levy for 2022. Minutes of the Arlington City Council Zoom Meeting Minutes of the City of Arlington City Council Meeting November 1, 2021 Page 2 of 2 The public hearing was opened at 7:04 p.m. With no members of the public wishing to speak, the public hearing portion was closed, and Council questions were opened at 7:04 p.m. With no comments or questions from Council, the public hearing was closed at 7:05 p.m. Mayor Pro Tem Jan Schuette moved, and Council Member Michele Blythe seconded the motion to approve the resolution establishing the 2022 regular property tax levy and authorized the Mayor to sign it. The motion passed unanimously. NEW BUSINESS Resolution Amending the Customer Support Program Finance Director Kristin Director requested Council approve a resolution amending the utility customer support program and authorizing a utility credit program. Mayor Pro Tem Jan Schuette moved and Council Member Don Vanney seconded the motion to approve the resolution of the City of Arlington amending the city’s customer support program, and authorize a utility credit program, and authorized the Mayor to sign the resolution. The motion passed unanimously. Station 48 Change Order #4 City Administrator Paul Ellis requested Council approve Change Order #4 for Station 48. Mayor Pro Tem Jan Schuette moved and Council Member Michele Blythe seconded the motion to approve Change Order #4 for Fire Station 48. The motion passed unanimously. COMMENTS FROM COUNCILMEMBERS Mayor Pro Tem Jan Schuette read from a prepared statement regarding low income housing. Discussion followed. ADMINISTRATOR & STAFF REPORTS City Administrator Paul Ellis stated that the November 29, 2021 joint meeting with Arlington Public Schools, and the hospital districts has been rescheduled to January 31, 2022, and the April 2022 meeting has been cancelled. MAYOR’S REPORT Mayor Tolbert provided an update to last week’s Snohomish County Tomorrow Steering Committee meeting update, regarding population allocation. EXECUTIVE SESSION None. ADJOURNMENT With no further business to come before the Council, the meeting was adjourned at 7:18 p.m. _________________________________________ Barbara Tolbert, Mayor DRAFT Page 1 of 4 Monday, November 8, 2021 Councilmembers Present: Mike Hopson, Marilyn Oertle, Debora Nelson, Don Vanney, Jan Schuette, Michele Blythe, and Heather Logan. Council Members Absent: None. Staff Present: Mayor Barb Tolbert, Paul Ellis, Jim Kelly, Marc Hayes, Tony Orr, City Attorney Steve Peiffle, and Wendy Van Der Meersche. Also Known to be Present: Nine YouTube viewers. Mayor Barb Tolbert called the meeting to order at 7:00 pm, and the Pledge of Allegiance and roll call followed. APPROVAL OF THE AGENDA Mayor Pro Tem Jan Schuette moved to approve the agenda as presented. Councilmember Marilyn Oertle seconded the motion, which passed with a unanimous vote. INTRODUCTION OF SPECIAL GUESTS AND PRESENTATIONS None. WORKSHOP ITEMS – NO ACTION WAS TAKEN Title VI Annual Accomplishments, Goals Report and Plan Assurances Public Works Director Jim Kelly reviewed 2020 Title VI Accomplishments and Goals Report, with Letter of Intent to Comply with WSDOT Title IV Plan and USDOT Standard Title VI/Non-Discrimination Assurances. Compliance with federal non-discrimination policies and laws are required for the City to receive federal transportation funding. In 2020, the City of Arlington received federal funding for transportation projects, and has completed the required federal Accomplishments & Goals Report. Since WSDOT is Arlington’s Certifying Agency, we comply with the WSDOT Title VI Plan. Annually, we have to certify to WSDOT that we will continue to comply with their Title VI Plan, and also certify to the federal government that we will comply with the USDOT Standard Title VI/Non-Discrimination Assurances. Discussion followed with Mr. Kelly answering Council questions. Minutes of the Arlington City Council Zoom Workshop Minutes of the City of Arlington City Council Workshop November 8, 2021 Page 2 of 4 Resolution Declaring an Emergency with the Water Main Repair at Washington Trucking Public Works Director Jim Kelly reviewed an Emergency Declaration for the Washington Trucking water main repair and purchase of necessary pipe and fittings from Ferguson Waterworks. In 2019, a significant leak was discovered in an Asbestos Concrete (AC) water main. Staff was able to isolate the leak by shutting off valves which isolated a 1,725-foot section of AC water main. The isolation of this section of pipe placed the Washington Trucking facility at water main “dead end” lacking the redundancy needed for secure fire protection. Due to 2020 COVID-19 staffing and contracting issues, staff was not able to perform the necessary repairs. In 2021, repair was further delayed due to supply chain issues associated with the COVID-19 pandemic. Staff was recently notified by Ferguson Waterworks that there was sufficient water main piping not needed for a construction project and available for purchase on a first come-first served basis. A purchase order was issued to secure this pipe, and we are now requesting an emergency declaration in order to procure the materials from Ferguson Waterworks in order to fix the problem. Discussion followed with Mr. Kelly answering Council questions. Fire District 21 Reimbursement Agreement Public Works Director Jim Kelly reviewed the installation of a water main by Fire District 21, and requested the establishment of a reimbursement agreement, as allowed by Arlington Municipal Code 13.24 to recover costs for installing the water main. To better serve the Arlington community, Fire District 21 is constructing a new fire station on McElroy Road. The new fire station is located within the City of Arlington’s water service area and the Fire District will be extending a water main to serve the new fire station. The minimum water main size for this extension is an 8-inch pipe, however the Arlington Water Utility is paying material costs to upsize the water main to a 12-inch pipe. The Fire District has approved plans and an executed Utility Extension Agreement; they are now requesting City Council approval to develop a reimbursement area as allowed by AMC 13.24 to recover some of the construction costs for this water main extension. Fire District engineers have worked with the City Engineer to develop a reimbursement area consisting of 21 properties that would benefit from this water main extension and have developed a reimbursement fee to be shared among the 21 properties based on the project bid amount, less $100,000.00 cost contribution by the Fire District and $92,925.00 material cost payment by the Arlington Water Utility. The reimbursement amount is $13,863.00 and is only payable if the benefiting property wants to connect to the City’s potable water system. The City Engineer has determined that the necessary information for establishment of a Reimbursement Agreement per AMC 13.24 has been submitted and is recommending the Council approve of establishing a reimbursement agreement for the Fire District 21 McElroy Road water main extension project. Minutes of the City of Arlington City Council Workshop November 8, 2021 Page 3 of 4 WEDFA Bond Resolution Community and Economic Development Director Marc Hayes reviewed the Washington Economic Development Finance Authority (WEDFA) Economic Development Revenue Bonds for Mura Cascade, ELP, LLC Project. Mura Cascade ELP, LLC (“Mura”) is planning to construct, install, and operate a facility that extracts high grade and valuable chemicals (oils, waxes and naphtha), through a proprietary process, converting approximately 130,000 tons per year, of plastic waste feedstock. The facility is to be located on Lots 5, 6 and 7 in the Gayteway Business Park, adjacent to and immediately east of 7301 197th Pl NE in Arlington. Mura intends to finance this project through the use of nonrecourse economic development revenue bonds issued by the Washington Economic Development Finance Authority (WEDFA). The only purpose of this resolution is to approve Mura Cascade’s use of WEDFA financing for this project. It does not supplement or replace any portion of the normal permitting process. There is no liability against the City of Arlington created by issuance of WEDFA's bonds or adoption of this resolution. It is the policy of WEDFA only to issue bonds in support of projects which would be welcomed by the local community. As part of the issuance process, therefore, it would like the City of Arlington City Council, as the planning jurisdiction, to consider passage of a Planning Jurisdiction Approval Resolution. Discussion followed with Mr. Hayes answering Council questions. Land Acknowledgement Statement City Administrator Paul Ellis reviewed Councilmember Mike Hopson’s request to read aloud a land acknowledgement statement at City Council meetings. At the October 11, 2021 Council meeting, Councilmember Hopson requested that the Council read a land acknowledgement at each Council meeting. Council requested we contact the Stillaguamish Tribe of Indians to get their feedback. Speaking to the current and former Tribal Chair, they concurred that the statement from the City is appreciated. They also stated their desire for the acknowledgement to create more unity than division. The Tribe suggested an annual proclamation might be a better more unifying approach to the acknowledgement. Having a plaque engraved and on display in Council chambers would be an additional way to honor the Tribe. The City of Arlington and Stillaguamish Tribe of Indians have had a government-to-government relationship for many years. The two organizations work well together, and believe it is important that we mutually respect each other. Shawn Yanity, from the Stillaguamish Tribe was present, and spoke of the mutual respect the Tribe and the City of Arlington governments have. He stated that it is an important partnership, and the two governments have accomplished a lot together over the years. Discussion followed. Minutes of the City of Arlington City Council Workshop November 8, 2021 Page 4 of 4 ADMINISTRATOR AND STAFF REPORTS City Administrator Paul Ellis provided an update regarding crosswalk improvements. MAYOR’S REPORT None. COMMENTS FROM COUNCILMEMBERS Council Member Debora Nelson asked if the Six-Year Transportation Improvement Program had been brought to City Council yet. Mayor Tolbert indicated it has not come forward yet. Council Member Mike Hopson read from a prepared statement responding to the prior week’s prepared statement read by Mayor Pro Tem Jan Schuette. COUNCILMEMBER REPORTS Councilmembers had nothing to report this evening. PUBLIC COMMENT None. REVIEW OF CONSENT AGENDA ITEMS FOR NEXT MEETING Councilmembers discussed and agreed to put the following item on the Consent Agenda for the November 15, 2021 Council meeting: 1. Title VI Annual Accomplishments, Goals Report and Plan Assurances EXECUTIVE SESSION None. ADJOURNMENT With no further business to come before the Council, the meeting was adjourned at 8:36 p.m. _________________________________________ Barbara Tolbert, Mayor City of Arlington Council Agenda Bill Item: CA #3 Attachment B projects, and has completed the required federal Accomplishments & Goals Report. Since WSDOT is Arlington’s Certifying Agency, we comply with the WSDOT Title VI Plan. Annually, we have to certify to WSDOT that we will continue to comply with their Title VI Plan, and also certify to the Report for City of Arlington 1/2020 t hrough 12/2020 TITLE VI ACCOMPLISHM ENTS & GOALS REPORT This outline is for LPA and other governmental entities to report Title VI activities that occurred over the past year and report Title VI goals for the upcoming year. Reports must be returned on or before due date to meet eligibility requirements for federal funding. Send to TitleVI@WSDOT.wa.gov DUE DATES: Refer to Section 28.3 for scheduled reporting period and due date Contact Information Name and title of administrator (signature on Standard Assurances): Barbara Tolbert, City Mayor Mailing Address: 238 N. Olympic Avenue City: Arlington WA Zip Code: 98223 County: Snohomish Phone #: 360-403-3442 email address: btolbert@arlingtonwa.gov Name and title of head of transportation-related services: Jim Kelly, Public Works Director Mailing Address: 238 N. Olympic Avenue City: Arlington WA Zip Code: 98223 County: Snohomish Phone #: 360-403-3505 email address: jkelly@arlingtonwa.gov Name and title of designated Title VI coordinator*: Kris Wallace, PW Staff Accountant Mailing Address: 238 N. Olympic Avenue City: Arlington WA Zip Code: 98223 County: Snohomish Phone #:360-403-3538 email address: kwallace@arlingtonwa.gov *When the Title VI coordinator changes, notify TitleVI@WSDOT.wa.gov within 30 days. To comply with Title VI requirements, each annual report submission must include signed Standard Assurances (USDOT1050.2A). Accomplishments 1. Have there been any changes to the approved Title VI Plan that have not been reported to OEO? If Yes, please submit an update to the Title VI Plan with a new signature. There have not been any changes to the Title VI Plan. 2. Organization, Staffing, Structure – Describe the Title VI Program reporting structure including the Title VI Coordinator, Administrative Head, and transportation-related staff. The list should include name, race, color, and national origin of each individual. Include the same details if your LPA has a volunteer or appointed board related to transportation decision making. Title VI Coordinator – Public Works Accountant - Kris Wallace, Caucasian Changes were made to the 2020 Organizational Chart, see Attachment A Page 2 of 12 Appendix 28.93 3.Community Demographics – Using a map of the LPA’s boundaries, describe the demographics of the LPA’s service area (e.g., race, color, national origin, low-income). List, by individual languages, the percent of the population(s) that is limited English proficient. Race The Demographic Statistical Atlas of the United States - Statistical Atlas •White - 84.3% 15.8K •Hispanic - 7.7% 1,448 •Black – 1.1% 201 •Asian – 2.4% 443 •Mixed – 2.9% 541 •Other – 1.7% 318 Language https://data.census.gov/cedsci/profile?g=1600000US5302585 •English – 87.5% •Spanish – 6.5% •Other Indo-European – 1.8% •Asian & Pacific Island – 3.8% •Other – 0.4% •12.5% speak another language than English at home Income https://data.census.gov/cedsci/profile?g=1600000US5302585 The population of Arlington is 19,868, up from 17,926 in 2010. The median household income is $82,626, with a poverty rate of 5.0%. 11.6% of Arlington’s population are veterans. 14.4% of the population in Arlington is considered to have a disability. Page 3 of 12 Appendix 28.93 4. Complaints – Provide a copy of the LPA’s Title VI complaint log, including new Title VI complaints received during this reporting period and any still pending. Include the basis of the complaint (race, color, national origin) and describe the disposition (status/outcome). No complaints were received. Please see Attachment B for City of Arlington’s TITLE VI Complaint Log, Attachment C for City of Arlington’s Complaint Form in English and Spanish. 5. Planning – Describe the transportation planning activities performed this reporting period. Describe the actions taken to promote Title VI compliance regarding transportation planning, including monitoring and review processes, community involvement, their outcome or status. Include examples of community outreach. 204th / 77th Roundabout – Project consisted of the installation of a roundabout, construction of ADA ramps and flashing crosswalks, pavement markings, new asphalt, installation of center median, new sidewalks, and area lighting. Community involvement and outreach included postcards being mailed to affected homes, businesses, and surrounding area, Letters and maps sent to the affected businesses and residents, email updates weekly to area businesses and residents, E-newsletter and website updates to the public. Project was started in 2020. 2020 Utility Improvement and Pavement Preservation – City of Arlington’s yearly overlay project includes pavement repair and full overlay, planning, construction of ADA Ramps, pavement markings, and water line replacements and utility adjustments. Attachment D is page 2 of the contract, Section 3.4 Non-discrimination. Community involvement included postcards and letters mailed to the affected homes with a location map, timeline, website information and direct contact information. E- newsletter and social media updates on project progress and weekly updates posted on the City website, which uses Google Translate. Project was completed in 2020. BNSF Rail / Centennial Trail Crossing Improvement – Project consisted of the realignment, planning, and construction of ADA ramps, pavement markings, and asphalt of the Centennial Trial / Railroad crossing on 67th Ave. NE. Community involvement and outreach included E-Newsletter, website, and social media updates. Outreach also included email updates to the community Bike Clubs, posted signs in the trial Kiosk stations along the trail and at the local bike store, and weekly updates on the City of Arlington website. Project was completed in 2020. 173rd St Phase 1 – Project was in the design phase during 2020. The project consists of the installation of a new roadway north of 172nd St between Smokey Point Blvd and 40th Ave with a 12-foot wide multiuse trail. Community involvement included an online open house presentation that was placed on the City’s website, and letters to the neighborhoods and businesses surrounding the project area. 172nd St / 40th Ave Intersection – Project was in the initial design phase during 2020. The project consists of a 4-way signal being placed at the intersection of 172nd St and 40th Ave with controlled turn lanes, median improvements, and ADA compliant ramps and crosswalks. Community involvement included project postcards sent to the businesses in the area, and a project webpage being placed on the City’s website. Island Crossing Roundabout - Project was in the design phase in 2020. Project consists of a roundabout to be installed at Smokey Point Blvd and SR 530. At this time, no community outreach has begun yet. City of Arlington website has an option available to residents for to view/read/navigate the website in over 100 different languages. The City also is looking into including a translation service on all its capital projects webpages for the resident to use on all attached documents. Attachment E shows the language options available on the City’s website. Page 4 of 12 Appendix 28.93 6. Right-of-way actions – Describe activities during this reporting period associated with the purchase, sale, lease/use, or transfer of real property (related to highway transportation/public right-of-way use). Include demographic information of affected populations. For example, the race, color, national origin of affected property/business owners(s)/tenant(s). 204th St / 74th Ave Roundabout, this project was to install a roundabout in the intersection of 204th St and 74th Ave with ADA ramps, and flashing crosswalks. The City of Arlington needed to purchase additional right-of-way from the following property owners and businesses: • OT Holdings • McDonalds Corporation • Keytrust Company • Botch Holdings – Greg Botch - Caucasian • Banner Bank • EJD LLC – Bonnie Johnson - Caucasian 7. Identify right-of-way appraisers and acquisition staff (used during this reporting period) by race, color, national origin. Right-of-way acquisition staff, Universal Field Services • Mitch Legal – Caucasian • Steve Reinhart – Caucasian • Cyndi Whelpley - Caucasian/Asian • Sam Meldrum – Caucasian • Heidi Newitt – Caucasian • Brenda Tegman – Caucasian Appraisal Staff, ABS Valuation • Jim Dodge - Caucasian 8. Studies and Plans – Were any transportation studies (including environmental reviews) conducted or transportation plans completed during this reporting period? Identify the data source(s) and provide data summary (Title VI/Environmental Justice Analysis) relative to ethnicity, race, languages spoken, neighborhoods, income levels, physical environments, and/or travel habits. Explain how data was used in these studies/reviews/plans. No transportation studies or plans were conducted or completed during the reporting period for 2020. 9. Project Location and Design – Provide a list of construction projects that began during this reporting period. Using a map of the LPAs service area, identify project locations, and a brief description of the projects’ benefits/burdens to affected populations. If possible, provide a map that overlays projects with the racial composition of affected neighborhoods. Race and Ethnicity maps for the City of Arlington are below, followed by locations where street construction projects occurred in 2020. https://statisticalatlas.com/place/Washington/Arlington/Race-and-Ethnicity Page 5 of 12 Appendix 28.93 Map of Race and Ethnicity by Block in Arlington - Caucasian Map of Race and Ethnicity by Block in Arlington - Hispanic Page 6 of 12 Appendix 28.93 Map of Race and Ethnicity by Block in Arlington - Black Map of Race and Ethnicity by Block in Arlington -Asian Page 7 of 12 Appendix 28.93 Map of Race and Ethnicity by Block in Arlington – Mixed Map of Race and Ethnicity by Block in Arlington - Other Page 8 of 12 Appendix 28.93 2020 Utility Improvement and Pavement Preservation Project, overall impact to Arlington residents is minimal. This annual project replaces old AC water mains, installs new ADA ramps, and re-surfaces the roadway of existing roads. Benefits include improved roads, updated ADA ramps, and new water mains. • N. Clara St -2 • E 1st St - 9 • E 4th St - 4 • Robinhood Drive - 5 • N Stillaguamish Ave - 8 • S Hamlin Drive - 10 • E Maple St - 11 • E 3rd St - 6 • Park Hill Drive - 1 • N Alcazar - 3 • E 2nd St - 7 • Smokey Point Blvd - 15 • 43rd Ave - 14 204th/77th Roundabout, overall impact to anyone was moderate. This project included the installation of a roundabout island, ADA ramps, flashing crosswalks, center medians, and new sidewalks. Benefits include improved roadway, and increased pedestrian and vehicle safety. • 204th St -12 • 77th Ave -12 BNSF Rail/ Centennial Trail crossing overall impact to anyone in Arlington was minimal. The project was the realignment of the trail crossing over the BNSF railroad. Benefits included new trail pavement, new pavement markings, and flashing warning signs. • 67th Ave - 13 *The numbers on the map correlate with the numbers next to the streets. Page 9 of 12 Appendix 28.93 10. Other Public Meetings – List other public meetings held during this reporting period. Identify efforts used to encourage citizen participation at those meetings. Detail dates, times, locations, attendance, and provide examples of outreach materials. In 2020, all city public meetings moved to a virtual setting due to the Covid-19 Pandemic. All meeting information is posted on the City of Arlington website. • City Council Meetings o Regular council meetings are held every Monday at 7:00 PM, expect for the month of August, unless otherwise cancelled. Meetings are posted on the Cities website, in the city’s weekly Arlington Update (e-newsletter) See attachment F, and on the City of Arlington Facebook and Twitter accounts. • Planning commission o Regular planning meetings are held every other Tuesday at 7:00 PM. • Youth Council o Regular youth council meeting are held the second Thursday every month in the evening. • Park, Arts & Recreation Commission o Regular PARC meetings are held the fourth Tuesday every month at 6:00 PM. • Library Board Meeting o The Library Board meetings are held quarterly in the evenings. • Civil Service Commission o Regular Civil Service Meetings are held on the first Wednesday of every month at 9:00 AM. • Citizen Salary Commission o The Citizen Salary Commission meets every other year, generally takes place the first of the year. • Cemetery Board o The Cemetery Board meets the third Tuesday of every other month at 2:30 PM. • Airport Commission o The Airport Commission meetings are held on the second Tuesday of every other month at 7:00PM. Identify members of the LPA’s transportation planning and/or advisory groups by race, color, and national origin Planning Commission • Bruce Angell - Caucasian • Mike Thomas - Caucasian • Tim Dean - Caucasian • Melissa Johnson - Caucasian • Yvonne Gallardo-Van Ornam – Hispanic Public Works • James Kelly – Caucasian • Ryan Morrison – Caucasian • Kris Wallace - Caucasian Page 10 of 12 Appendix 28.93 Specify methods used to collect demographic information from the transportation-related public meetings. (Self-identification surveys, notes by staff, etc.) Include summaries of Public Involvement Forms collected at each meeting, listing the demographics of those who attended by meeting. Due to the ongoing Covid-19 pandemic and Governor Inslee’s Stay Home Stay Healthy Order no in- person public meetings were scheduled. The City hosted an open house virtually on zoom for the 173rd St Phase 1 project. Letters went out to all affected houses and businesses with contact information to sign up for the zoom meeting. The presentation is posted on the project website. List any language assistance services requested. For which languages? Who provided the service? In addition, list vital documents translated during the reporting period and identify the languages. No requests for assistance were received by the City. Due to Covid-19, no public meetings were held in person. Public interaction was limited to phone and email. No vital documents were required to be translated. 11. Transportation-related Construction and Consultant Contracts (if applicable) – Briefly describe the process used to advertise and award construction contracts during this reporting period. Include the process for negotiated contracts (e.g., consultants). Smokey Point Corridor, Perteet. City conducted a full RFP solicitation. Proposals were evaluated according to criteria listed in the RFP. The most qualified being selected for contract negotiations, see attachment G for advertisement. 2020 Utility Improvement & Pavement Preservation Project, JB Asphalt. The City advertised for two weeks in the Daily Journal of Commerce and the Everett Herald, on the city website and with Solicit Bid. Upon closing, a virtual bid opening occurred, and the bids were announced. The preliminary bid is posted on the City website, and then the bids are verified. The certified bid is posted online and the lowest responsible bidder is chosen. 204th/77th Roundabout, Reece Construction Company. The City advertised for two weeks in the Daily Journal of Commerce and the Everett Herald, on the city website and with Solicit Bid. Upon closing, a virtual bid opening occurred, and the bids were announced. The preliminary bid is posted on the City website, and then the bids are verified. The certified bid is posted online and the lowest responsible bidder is chosen. BNSF Railroad / Centennial Trail Crossing, PNW Civil. The City advertised for three weeks in the Daily Journal of Commerce and the Everett Herald, on the city website and with Solicit Bid. Upon closing, a virtual bid opening occurred, and the bids were announced. The preliminary bid is posted on the City website, and then the bids are verified. The certified bid is posted online and the lowest responsible bidder is chosen. SR 530/Smokey Point Blvd Signal Replacement, Service Electric. The City advertised for two weeks in the Daily Journal of Commerce and the Everett Herald, on the city website and with Solicit Bid. Upon closing, a virtual bid opening occurred, and the bids were announced. The preliminary bid is posted on the City website, and then the bids are verified. The certified bid is posted online and the lowest responsible bidder is chosen. 172nd / 40th Ave Intersection Improvements, Perteet. The initial advertising for this design was done in 2018, but was placed on hold until funding was secured. • Title VI language is included in the advertisement of all City of Arlington Project bid requests, and request for proposals, see Attachment H for the standard Advertisement for Bid form. Page 11 of 12 Appendix 28.93 12.Describe the actions taken to promote construction contractor/consultant compliance with Title VI by construction contractors/consultants, including monitoring and review processes, and their outcomes/status (e.g. what Title VI language was included in contracts and agreements; were contractors and consultants reviewed to ensure compliance; what Title VI responsibilities are explained to contractors and consultants?) Title VI language is included in all contractor/consultant contracts. See Attached Professional Service Agreement attachment I, and the Construction Contract, attachment D. We include Title VI language in all advertisement, request for proposals, etc. Attachment H is the standard Advertisement for Bid form. 13.List construction, right-of-way, and consultant contracts with your LPA/MPO/entity for this report period with dollar value of each. Identify funding sources (federal, state, local, other), and how many were awarded to certified disadvantaged contractors (as a prime contractor/consultant). •BNSF Railroad/Centennial Trail Crossing - $207,000.00, Federal funded, no DBE award •204th/77th Roundabout, Universal Field Services - $3,613,020.00, State & City funds, DBE award •2020 Utility Improvement & Pavement Preservation - $295,940.63, City funds, no DBE award •SR 530/ Smokey Point Blvd Signal Replacement - $271,503.00, City funds, no DBE award •Smokey Point Corridor - $1,575,650.00 , Federal, no DBE award •172nd / 40th Intersection Improvements - $161,538.00, State funds, no DBE award The 204th/77th Roundabout was awarded to a certified disadvantaged business contractor, one project had a designated DBE during the reporting period. 14.Education & Training – Describe actions taken to promote Title VI compliance through education and trainings, including monitoring and review processes, and their outcomes/status. No training provided by WSDOT for in person or on-line due to Covid-19 and remote working. City staff did not perform training for Title VI. List Title VI training/webinars your Title VI Coordinator attended this reporting period. Include dates and entity that conducted the training. No training was available due to the Covid-19 pandemic. When was Title VI internal training provided to staff? Who conducted the training? What was the subject of the training? Provide the job titles and race/color/national origin of attendees. Training did not occur due to Covid-19 pandemic. List other civil rights training conducted locally. Provide dates and a list of participants by job title and Title VI role, if applicable. Training did not occur due to Covid-19 pandemic. Title VI Goals for Upcoming Year What area(s) of Title VI does your agency plan to focus on in the upcoming year? Describe by particular program area what your agency hopes to accomplish. Include any significant problem areas to focus on and plans to address those. Page 12 of 12 Appendix 28.93 • Next year the City plans to have a better reporting system in place. After staff changes over the past few years, we have now have a better process in place for our annual Title VI reporting. • The City of Arlington Title VI team plans to attend any Title VI Training that will be offered by the state either virtually or in person depending on Covid-19 restrictions. • The City is looking into options to be able to translate attached documents on the City website for the public. Many transportation projects have their own dedicated project page with attached project documents for the public to view. Although the website itself can translate into many different languages, the documents do not currently have that option. The City would like to offer the public the option to have the attachments translated for them as well. ATTACHMENT A City of Arlington Title VI Organizational Chart City Administrator Complaint Process Title VI Coordinator Head of Transportation Mayor Title VI Signature Authority Annual Reporting: Identifies Transportation projects and programs and reports annually to WSDOT as required for Title VI compliance. Title VI Specialist: Responsible for community outreach Designee: Assist with documentation and compilation of reports DOT 140-562 Page 1 of 1 10/2015 Case Number Complainant/ ATTACHMENT B Title VI Complaint Log If you believe that you have been discriminated against because of your race, color, or national origin (including limited English proficiency), by agency programs or activities, you may file a formal written complaint. Compliants may be submitted by mail or e-mail. Instructions: Please fill out the form below and send it to: City of Arlington Attn: Ryan Morrison 238 N Olympic Ave Arlington, WA 98223 or email to: rmorrison@arlingtonwa.gov Your Name Your Phone Best time of day to contact you about this complaint: ☐7am-10am ☐ 10am-1pm ☐ 1pm-4pm ☐ 4pm-7pm Your Email Address Your Mailing Address (Street/PO Box, City, State, Zip) Name, address, and telephone number of person(s) who is alleged to have discriminated against you. Date of alleged incident Discrimination because of: ☐Race ☐ Color ☐ National Origin (includes limited English Proficiency) Please explain what happened, why you believe it happened, and how you were discriminated against. Indicate who was involved. Be sure to include how you feel other persons were treated differently than you. If you have any other information about what happened, please attach supporting documents to this form. ATTACHMENT C Agency Use Only Received: Response: Report: Briefing: March 2021 ADDITIONAL INFORMATION What remedy are you seeking for the alleged discrimination? Please note that this process will not result in the payment of punitive damages or financial compensation. List any other persons that we should contact for additional information in support of your complaint. Please include their phone numbers, addresses, email addresses, etc. List any other agencies with whom you have filed this same complaint: Signature (REQUIRED) Date March 2021 Title VI Complaint Procedures If you believe that you have been discriminated against because of your race, color, or national origin, then you have the right to file a formal complaint with City of Arlington within 180 days of the alleged incident. HOW TO FILE A COMPLAINT 1.Complete the Title VI Complaint Form, answering every question. 2.Submit the signed complaint as directed on the form. We cannot accept unless it has been signed. 3.Upon receipt the complaint form, it will be reviewed to ensure that it is complete. A notice acknowledging receipt will be provided within 10 working days. The complaint w ill then be forwarded to WSDOT, the federal funding agency through Washington State Department of Transportation-Office of Equal Opportunity. The federal funding agency is responsible for all decisions regarding whether a complaint should be accepted (and investigated), dismissed, or referred to another agency. 4.When the federal funding agency decides whether to accept, dismiss, or transfer the complaint, it will n otify the complainant and the other agencies (as appropriate) as to the status of the complaint. These procedures do not deny you the right to file a formal complaint directly with the federal funding agencies or seek private counsel for complaints alleging discrimination. Federal law prohibits intimidation or retaliation against you of any kind. These procedures cover all complaints filed under Title VI of the Civil Rights Act of 1964 as amended and the Civil Rights Restoration Act of 1987, relating to any program, service, or activity administered by WSDOT as well as its sub-recipients, consultants, and contractors. March 2021 Spanish Uso exclusivo de la agencia Received Response Report Briefing City of Arlington Ciudad de Arlington Formulario de queja del Título VI Si cree que ha sido discriminado debido a su raza, color o nacionalidad (incluido el dominio limitado del inglés) en programas o actividades de la agencia, puede presentar una queja formal. Instrucciones: Complete el siguiente formulario y envíelo a: City of Arlington Attn: Ryan Morrison 238 N Olympic Ave, Arlington, WA 98223 o por correo electrónico a: rmorrison@arlingtonwa.gov Su nombre: Su teléfono: Mejor momento del día para contactarlo sobre esta queja: 7am a 10am 10am a 1pm 1pm a 4pm 4pm a 7pm Su dirección de correo electrónico: Su dirección de correo postal: (Calle/PO Box, ciudad, estado, código postal) Nombre, dirección y número de teléfono de las personas que supuestamente lo discriminaron. Fecha del supuesto incidente: Discriminación por: Raza Color Nacionalidad (incluye dominio limitado del inglés) Explique lo que sucedió, por qué cree que sucedió y cómo fue discriminado. Indique quién estuvo involucrado. Asegúrese de indicar de qué manera siente que otras personas son tratadas de forma diferente a usted. Si tiene alguna otra información sobre lo que sucedió, adjunte los documentos probatorios a este formulario. Marzo 2021 COMPLETE LA PÁGINA 2 DE ESTE FORMULARIO INFORMACIÓN ADICIONAL ¿Qué solución está buscando por la supuesta discriminación? Tenga en cuenta que este proceso no resultará en el pago de daños punitivos ni compensación económica. Enumere a otras personas con las que deberíamos comunicarnos para obtener información adicional en apoyo de su queja. Incluya sus números de teléfono, domicilios, direcciones de correo electrónico, etc. Enumere cualquier otra agencia con la que haya presentado esta misma queja: Firma: (OBLIGATORIA) Fecha: Marzo 2021 Spanis Procedimientos de queja del Título VI Si cree que ha sido discriminado por su raza, color u origen nacional, tiene derecho a presentar una queja formal ante la ciudad de Arlington dentro de los 180 días posteriores al presunto incidente. CÓMO PRESENTAR UNA QUEJA 1.Complete el Formulario de Queja del Título VI, respondiendo cada una de las preguntas. 2.Envíe la queja firmada como se indica en el formulario. No podemos aceptarla a menos que la haya firmado. 3.Una vez recibido el formulario de queja, será controlado para verificar que está completo. Se enviará un aviso de acuse de recibo dentro de los 10 días hábiles. La queja será enviada a la agencia federal de financiamiento a través de la Oficina de Igualdad de Oportunidades del Departamento de Transporte del Estado de Washington. La agencia federal de financiamiento es responsable de todas las decisiones con respecto a si una queja debe ser aceptada (e investigada), desestimada o remitida a otra agencia. 4.Cuando la agencia federal de financiamiento decida si acepta, rechaza o transfiere la queja, notificará al demandante y a las demás agencias (según corresponda) sobre el estado de la queja. Estos procedimientos no le niegan el derecho de presentar una queja formal directamente ante las agencias federales de financiamiento o buscar un abogado particular para las quejas que alegan discriminación. La ley federal prohíbe cualquier tipo de intimidación o represalia contra usted. Estos procedimientos contemplan todas las quejas presentadas bajo el Título VI de la Ley de Derechos Civiles de 1964 y sus modificaciones y la Ley de Restauración de Derechos Civiles de 1987, relacionadas con cualquier programa, servicio o actividad administrados por el WSDOT o Washington State Department of Transportation así como sus subreceptores, consultores y contratistas. Marzo 2021 ATTACHMENT D CONSTRUCTION CONTRACT THIS CONTRACT, dated this day of , 20 , is by and between the City of Arlington, a municipal corporation of the State of Washington, hereinafter referred to as the CITY, and referred to as the CONTRACTOR. WHEREAS, the City desires , and WHEREAS, the Contractor is qualified, willing and able to perform the necessary work. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, to be kept, performed and fulfilled by the respective parties thereto, and other valuable considerations, it is mutually agreed as follows: 1.0 SERVICE BY CONTRACTOR Contractor agrees to perform the services described in the following project specification . These documents are on file with the Project Manager, a copy is held by the contractor, and by this reference incorporated herein. 2.0 TIME OF COMPLETION All work under this Agreement is to be done within of notice to proceed. 3.0 RESPONSIBILITY OF CONTRACTOR 3.1 Safety Contractor shall take all necessary precautions for the safety of employees on the work and shall comply with all applicable provisions of Federal, State and municipal safety laws and building codes. Contractor shall erect and properly maintain, at all times, as required by the conditions and progress of the work, all necessary safeguards for protection of workmen and the public; shall post danger signs warning against known or unusual hazards. 3.2 Warranty The Contractor shall be responsible for correcting all defects in workmanship and material within one year after acceptance of this work. When corrections of defects are made, Contractor shall be responsible for correcting all defects in workmanship and/or materials in the corrected work for one year after acceptance of the corrections by the City. The Contractor shall start work to remedy such defects within seven (7) days of mailing notice of discovery thereof by the City and shall complete such work within a reasonable time. In emergencies where damage may result from delay or where loss of services may result, such corrections may be made by the City, in which case the cost shall be borne by the Contractor. In the event the Contractor does not accomplish corrections at Construction Contract Page 2 CONSTRUCTION CONTRACT -- 2 the time specified, the work will be otherwise accomplished and the cost of same shall be paid by Contractor. The Contractor shall be liable for any costs, losses, expenses or damages including consequential damages suffered by the City resulting from defects in the Contractor’s work including, but not limited to, cost of materials and labor extended by the City in making emergency repairs and cost of engineer, inspection and supervision by the City. The Contractor shall hold the City harmless from any and all claims which may be made against the City as a result of any defect work and the Contractor shall defend any such claim at his own expense. Where materials or procedures are not specified in the contract, the City relies on the professional judgment of the Contractor to make appropriate selections. 3.3. Prevailing Wages Contractor shall comply with every provision of Chapter 39.12 of the Revised Code of Washington. 3.4. Non-discrimination Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, sex, age, national origin, marital status, physical or other motor handicap, unless based upon a bonfide occupational qualification. 3.5 Employment Any and all employees of the Contractor while engaged in the performance of any work or services required by the Contractor under this agreement, shall be considered employees of the Contractor only and not of the City and any and all claims that may or might arise under the Worker's Compensation Act on behalf of said employees, while so engaged and any and all claims made by a third party as consequence of any negligent act or omission on the part of the Contractor's employees, while so engaged on any of the work or services provided or rendered herein, shall be the sole obligation and responsibility of the Contractor. 4.0 SUBCONTRACTOR RESPONSIBILITY 4.1 The Contractor shall include the language of this section in each of its first tier subcontracts, and shall require each of its subcontractors to include the same language of this section in each of their subcontracts, adjusting only as necessary the terms used for the contracting parties. The requirements of this section apply to all subcontractors regardless of tier. At the time of subcontract execution, the Contractor shall verify that each of its first tier subcontractors meets the following bidder responsibility criteria: 1. Have a current certificate of registration as a contractor in compliance with chapter 18.27 RCW, which must have been in effect at the time of subcontract bid submittal; 2. Have a current Washington Unified Business Identifier (UBI) number; 3. If applicable, have: a. Industrial Insurance (worker’s compensation) coverage for the subcontractor’s employees working in Washington, as required in Title 51 RCW; b. A Washington Employment Security Department number, as required in Title 50 RCW; c. A Washington Department of Revenue state excise tax registration number, as required in Title 82 RCW; Construction Contract Page 3 CONSTRUCTION CONTRACT -- 3 d. An electrical contractor license, if required by Chapter 19.28 RCW; e. An elevator contractor license, if required by Chapter 70.87 RCW. 4. Not be disqualified from bidding on any public works contract under RCW 39.06.010 or 39.12.065(3). 5.0 COMPENSATION 5.1 The City shall pay the Contractor for the services identified in this contract the total amount of $ plus tax. Contractor shall submit monthly, for the City’s acceptance, a written Contract Project Estimate setting forth the quantities of work satisfactorily performed to date, and an invoice covering the contract price applicable to the work, unless otherwise directed. The City will, within 30 days after receipt of acceptable Contractor’s estimate and invoice, pay the Contractor the accepted progress invoice less actual accumulated amount previously paid. 5.2 The City shall have the right to withhold payment to Contractor for any work not completed in a satisfactory manner until such time as Contractor modifies such work so that the same is satisfactory. 6.0 CITY'S RIGHT TO TERMINATE CONTRACT 6.1 The City may terminate the contract upon the occurrence of any one or more of the events hereafter specified: a. If the Contractor should be adjudged bankrupt. b. If the Contractor should make a general assignment of benefit of his creditors. c. If a receiver should be appointed on the account of insolvency of the Contractor. d. If Contractor should persistently or repeatedly refuse or fail to supply a sufficient number of properly skilled workmen or proper materials for completion of the work. e. If the Contractor shall fail to complete the work within the time specified in the contract. f. If the Contractor shall fail to make a prompt payment to subcontractors or for material or labor. g. If Contractor should persistently disregard laws, ordinances or regulations of Federal, State or municipal agencies or subdivisions thereof. h. If Contractor should persistently disregard instructions of Management, or otherwise be guilty of a substantial violation of the contract. 6.2 This contract Agreement, and any amendments or extensions to said Agreement may be terminated for any reason not previously identified by either party by giving ten (10) days written notice to the other party. In the event that the contract is terminated by the City, Contractor shall not be entitled to receive any further balance of the amount to be paid under this contract until the work shall have been fully finished. At such time, if the unpaid balance of the amount to be paid under this contract exceeds the expense incurred by the City in finishing the work, all of the damages sustained or which may be sustained by reason of such refusal, neglect, failure of discontinuance of employment, such excess shall be paid by the City to Contractor. If such expense and damages shall exceed the unpaid balance, Contractor and his surety and each thereof shall be jointly and severally liable therefore to City and shall pay the difference to the City. Such expense Construction Contract Page 4 CONSTRUCTION CONTRACT -- 4 and damage shall include all legal costs incurred by the City in employment of attorneys to protect the rights and interests of the City under the contract; provided such legal costs shall be reasonable. 7.0 OWNERSHIP OF DOCUMENTS 7.1 On payment to the Contractor by the City of all compensation due under this Agreement all finished or unfinished documents and material prepared by the Contractor with funds provided by this Agreement shall become the property of the City and shall be forwarded to the City at its request. 7.2 Any records, reports, information, data or other documents or materials given to or prepared or assembled by the Contractor under this Agreement will be kept as confidential and shall not be made available to any individual or organization by the Contractor without prior written approval of the City or by court order. 8.0 CLAIMS 8.1 Any claim against the City for damages, expenses, costs or extras arising out of the performance of the contract must be made in writing to the City within thirty (30) days after the discovery of such damage, and in no event later than the time of approval by owner of final payment. Contractor, upon making applications for final payment, shall be deemed to have waived this right to claim for any other damages for which claim has not been made, unless such claim for final payment includes notice of additional claim and fully describes the alleged damage. 9.0 ASSIGNMENT 9.1 This Agreement may not be assigned or otherwise transferred by the parties hereto without the written consent of the other party. 10.0 MODIFICATION 10.1 No change, alteration, modification or addition to the Agreement will be effective unless it is in writing and properly signed by all parties thereto. 11.0 HOLD HARMLESS 11.1 Contractor shall hold the City and its officers, agents and employees harmless, from all suits, claims or liabilities of any nature, including attorney's fees, costs and expenses for or on account of injuries or damages sustained by any persons or property resulting in whole or in part from negligent activities or omissions of the Contractor, its agents or other renumeration for services; and if a suit in respect to the above be filed, the Contractor shall appear and defend the same at its own cost and expense, and if judgment is rendered or Construction Contract Page 5 CONSTRUCTION CONTRACT -- 5 settlement made requiring payment of damages by the City, which damages are based in whole or in part on the negligent activities or omissions of the Contractor, its agents or employees, the Contractor shall pay same. 12.0 INSURANCE The Contractor’s required insurance shall be of the types and coverage as stated below: 12.1 Insurance required. Contractor shall maintain at all times the following insurance during the term of this agreement: a. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. b. Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products- completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The Public Entity shall be named as an additional insured under the Contractor’s Commercial General Liability insurance policy with respect to the work performed for the Public Entity using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured-Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. c. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 12.1 Minimum Limits of Insurance Contractor shall maintain limits no less than: The Contractor shall maintain the following insurance limits: a. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. b. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products-completed operations aggregate limit. c. Builders Risk Insurance shall be written in the amount of the completed value of the project with no coinsurance provisions. (If Applicable) d. Contractor is required to procure and maintain Pollution Legal Liability Insurance covering losses caused by pollution conditions that arise from the operations of Construction Contract Page 6 CONSTRUCTION CONTRACT -- 6 the Contractor. The Pollution Legal Liability Insurance shall be written in an amount of at least $1,000,000. Coverage may be written on a claims-made basis. (If Applicable) 12.2 The Policies are to contain, and be endorsed to contain the following provisions: a. General Liability, Builders Risk Insurance (If Applicable), and Pollution Legal Liability (If Applicable) 1. The City, its officials, employees and volunteers are to be covered as additional insured as respect to liability arising out of activities performed by or on behalf of the Contractor. 2. Contractor's insurance coverage shall be primary insurance as respects the City, its officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees and volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3. Any failure to comply with the reporting provisions of all policies shall not affect the coverage provided to the City, its officials, employees or volunteers. b. All Coverage Each insurance policy required by this clause shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 12.3 Acceptability of Insurers Insurance is to be placed with insurers with a Best's rating of no less than A:XIII, or with an insurer acceptable to the City. 12.4 Verification of Coverage Contractor shall furnish the City with certificates of insurance effecting coverage required by this clause. The certification for each insurance policy is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 12.5 Subcontractors The Contractor shall have sole responsibility for determining the insurance coverage and limits required, if any, to be obtained by subcontractors, which determination shall be made in accordance with reasonable and prudent business practices. 12.6 Asbestos Or Hazardous Materials Abatement Work If asbestos abatement or hazardous materials work is performed, Contractor shall review coverage with the City’s Risk Manager and provide scope and limits of coverage that are appropriate for the scope of work. No asbestos abatement work will be performed until coverage is approved by Risk Manager. 12.7 Notice of Cancellation The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. 12.8 Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so Construction Contract Page 7 CONSTRUCTION CONTRACT -- 7 expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Contractor from the City. 13.0 INDEPENDENT CONTRACTOR 13.1 Contractor is and shall be at all times during the term of this Agreement an independent contractor. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. CITY OF ARLINGTON, WASHINGTON: CONTRACTOR: By By Barbara Tolbert, Mayor Attest ___________________________________________ Wendy Van Der Meersche, City Clerk Approved as to Form ___________________________________________ City Attorney ATTACHMENT E ATTACHMENT F SHARE: Join Our Email List September 4, 2020 Happy Labor Day Weekend Monday, September 7 is Labor Day, a day to pay tribute to the contributions and achievements of the American worker. This year, on this day, it is especially important to recognize your efforts, take a break and recharge, as we look ahead to a unique fall/winter season. We have all experienced a crazy time these past months since the pandemic. We all have endured new stresses and a new normal with more challenges to come as families and employees deal with a new way of school this fall, and businesses continue to pivot to the changing economy and restrictions. We have accomplished a great deal though the last few months, and I want to thank the Arlington worker for all they have done and continue to do to make Arlington a great place to live, work and do business. Happy Labor Day, Mayor Barb “Each person deserves a day away in which no problems are confronted, no solutions searched for. Each of us needs to withdraw from the cares which will not withdraw Arlington Outdoor Eatery City Staff and the Stilly Valley Chamber of Commerce worked to execute Mayor Tolbert's vision of an outdoor eatery at Legion Park with the goal to support restaurants and the downtown core. Participating restaurants include Kafe Neo, Stilly Diner, Moe's Coffee Shop, Rocket Alley Bar & Grill, Mirkwood Public House, Playa Bonita, Pizza Factory, Suda Thai, and Blue Bird Cafe. Some may deliver to the park, others you will need to pick up at the curb, or in-store, or use a delivery service. For full list of restaurants and links to menus, visit ArlingtonOutdoorEatery.com, or point cell phone camera at QR Code. Arlington Hosts "Virtual" Stronger Together Event Sept. 19 You are invited to participate in the Stronger Together community event on September 19. Stronger Together is aimed at building unity through community. This event focuses on community education and exploration through activities focused on culture and diversity. Due to social distancing requirements, the activities are either online, or discover on family tree, Race-the power of an illusion class, Gansango entertainment, bystander intervention training, learn about your library class, Gaelic language class for children, Native American storytelling, LGBTQ vocabulary conversation, children’s book readings from Mayor Tolbert and Mayor Rankin, and more. These programs will be hosted with Zoom. Zoom link will be at www.arlingtonwa.gov/stronger. Also, discover the Kindness Tree in the City Hall plaza, where you can add your goals to make your community a better place. Visit the Stronger Together outdoor art exhibit on the Centennial Trail, and the People of Our Communities portrait display in Legion Park. Families can pick up free cultural activity bags at the city hall plaza or Arlington Library. The full schedule can be found at www.arlingtonwa.gov/stronger. A committee of people from the Stillaguamish Valley have been collaborating on this event. The original event was planned for May, but was cancelled due to COVID-19. Organizations represented in planning include: Arlington School District, City of Arlington, Town of Darrington, Sno-Isle Libraries, Stillaguamish Tribe, Sauk-Suiattle Tribe, Stilly Valley Health Connections, Stillaguamish Valley Genealogical Society, Will Nelson Continues Stronger Together - Online Anti Racism Education Will Nelson, Director of Equity and Student Success for Arlington Public Schools, will continue to facilitate classes through the fall and winter. Classes are presented in Zoom format. Pre-registration is required. Anti-racism classes - The next anti-racism session is Tuesday, October 6, with one In. "The House We Live In" video asks, If race is not biology, what is it? This episode uncovers how race resides not in nature but in politics, economics and culture. Lunch Series - 12-1:30 p.m., Dinner Series - 4:30-6:00 p.m. Book Studies - The first book study is scheduled for Thursday, September 10, 4:00- 5:00 pm. We will be reading Waking Up White by Debby Irving. Please read the Introduction for the first session. Conversations - Conversations will be unplanned and will revolve around a theme. The first conversation is scheduled for Thursday, September 17, 4:00-5:00 pm. The topic - What is Race? Full list of fall/winter classes and registration here. City Council Meetings Resume September 14 After a few weeks break in August, Arlington City Council will resume with their regularly scheduled Zoom City Council meetings, beginning with City Council Workshop on September 14. Workshops are the second and fourth Monday of each month, and meetings are the first and third Mondays of each month at 7:00 p.m. using Zoom online. To obtain a current Council meeting agenda, meeting minutes or the full packet, please click on the website event calendar for the date of the council meeting. Anyone wishing to provide written or oral public comment, must pre-register by calling 360-403-3441, or by clicking here. City Council and Planning Commission meetings can also be viewed live on YouTube on the City's channel here. Planning Commission meetings are the first and third Tuesdays of the month (unless there is a Monday holiday, then the meeting is on the following Thursday) at 7:00 p.m. using Zoom online. Check the website event calendar for agendas and History Walk on the Centennial Trail During September The Snohomish County Historic Commission has posted some signs around five historical areas along the Centennial Trail for the month of September. Each sign has a QR code that will give you interesting historic facts about the area in a short online format. Listen, learn and earn! There are badges and possible swag waiting for you out near Machias, Arlington, Nakashima Barn, and two others. Take a minute and learn a bit about your surroundings, answer some questions, earn some cool badges, bring some friends, and make it a challenge! To use a QR code, point your cell phone camera at the digital code, and your cell phone will bring you to the website. Notice: A portion of the trail is closed south of Arlington where the sinkhole problem Sno-Isle Libraries Ready to Help with Education This Fall Sno-Isle Libraries has compiled a webpage filled with resources to help students and their families make the most of remote learning. Arlington Library Book Club Goes Virtual The Arlington Library is restarting the monthly book club meetings (virtually) in September. The club generally meets the second Tuesday of each month at 6:30 p.m. This book club is for adults. On September 8, join the lively discussion about the book A Gentleman in Moscow by Amor Towles. Snohomish County Announces Non-Profit Grant Application Snohomish County announced that it will be making more than $2 million available to non-profit organizations that serve Snohomish County residents to support related needs of community members. The Non-Profit Stabilization and Capacity- Building grant program is part of the county’s plan to use federal CARES Act resources to support local non-profit organizations impacted by the COVID-19 pandemic as they work to support community members in need. The application process will open on September 4, 2020 to award over $2 million in federal CARES Act funding. “The COVID-19 pandemic has negatively impacted people countywide, including our non-profit partners,” said Snohomish County Executive Dave Somers. “We know how important the services provided by non-profit organizations are to the health, safety, and well-being of the Snohomish County community. We will continue to be strong advocates for more federal funding to support our non-profits and the people they serve.” The Non-Profit Stabilization and Capacity Building grant program is a key part of the relief and recovery action Snohomish County is taking to help non-profit organizations impacted by the pandemic. Each non-profit organization applying for grants under this program must: 1.Be registered as a non-profit organization in the State of Washington. 2.Be designated by the IRS as a 501(c)(3) organization and not in suspense or debarment. 3.Have a physical presence in Snohomish County. 4.Be in operation for at least one year. 5.Have experienced a reduction in revenue or increase in service demand attributable to the COVID-19 pandemic. Small Business Grant Opportunity The Local Initiatives Support Corporation, known as LISC, is one of the country's largest social enterprises supporting projects and programs to revitalize communities and bring greater economic opportunity to residents. "As we have seen first-hand, COVID-19 has put enormous strain on small businesses in rural communities throughout the United States." Through generous funding of up to $20,000 to help rural small businesses, the lifeblood of rural America, stay afloat. The next round of grant applications is open until September 7, and includes dedicated resources for rural small businesses. Learn more and apply click here. Volunteers needed for the Law Enforcement Officers & Fire Fighters (LEOFF I) Disability Board The City of Arlington is currently accepting applications from citizens interested in serving on the new Law Enforcement Officers & Fire Fighters (LEOFF) Disability Board. Two of the five board members must currently serve on the Arlington City Council. One must be an active or retired City of Arlington police officer or their widow(er). One must be an active or retired City of Arlington firefighter or their widow(er). The fifth member must be a resident of the City of Arlington. LEOFF Disability Board members must reside within the City of Arlington. Members must be able to commit to monthly board meetings and required preparation time. To Apply: Please visit https://www.arlingtonwa.gov/424/Boards-Commissions to find out more about serving on City Boards and Commissions. To apply for this September 11 Deadline to Apply for K-12 School Meal Assistance Any student in grades K-12 in Washington state who was eligible for free or reduced- price school meals last year is eligible to receive Pandemic EBT, a benefit of up to $399 per student. Families must complete a simple application through the Washington State Dept. of Social and Health Services (DSHS) by August 31, 2020. Pandemic EBT is available regardless of citizenship or immigration status and is not considered a public charge. Apply online at https://www.washingtonconnection.org/home/ City of Arlington Utility Customer Financial Support Plan The Governor issued Proclamation 20 – 23.7 which extended the prohibition of assessing late fees and disconnecting water service until October 15. The City of Arlington is updating its Customer Support Program to reflect guidance in the most recent proclamation. Details of the updated support program will be made available in September. If you are experiencing financial hardship due to the COVID-19 pandemic, the City has implemented a customer support plan. Please call our office at 360-403-3421 for information on how to enter into the customer support plan to avoid water shut off. If you need financial assistance, please visit the City website to see if you are eligible for a utility rate discount. The Arlington Community Resource Center may be able to COVID-19 Financial Assistance Assistance is open to all individuals or households in the Snohomish County that meet this criteria: •Household is unable to pay for life sustaining needs during March 1, 2020 to December 31, 2020; and •Household has lost a source of income through a job loss due to COVID-19 anytime during March 1, 2020 to December 31, 2020; and •Household has at least one member who has a health condition that puts them at higher risk for serious illness if they contact COVID-19, or •Household has a least one member 65 years or older. Don't know if you qualify? Contact ChildStrive Community Connector: Jazmin Lopez Ibarra Confirmed and Probable Cases of COVID-19 In Snohomish County See the table below with Snohomish County COVID-19 counts for this week. Numbers less than five are suppressed to protect medical privacy. Not all cases are within city limits, and totals may include nearby unincorporated Snohomish County. Unknown includes cases are still under investigation. Counts are for Snohomish County only. Essential links and phone numbers for up-to-date information •Snohomish Health District •Snohomish County COVID-19 Response & Community Resource Hub •Washington State •Centers for Disease Control and Prevention •Snohomish County COVID-19 Phone Line: 425-388-3944 •Washington State COVID-19 Hotline: Call 1-800-525-0127 or text 211 for help. Snohomish County Covid-19 Data Dashboard Arlington COVID Counts Community Contacts COVID-19 Information Snohomish County and City Case Count coronavirus.wa.gov arlingtonwa.gov/coronavirus In Need Resources Masks for Arlington City of Arlington Reduced Utility Rate Information NSCO Community Laundry Outreach Arlington Community Food Bank Arlington Community Resource Center Jake’s House Church Financial Resources for WA residents Masks for Arlington Senior Farmers Market Nutrition Program Arlington Food Bank 360-435-1631 Donate to Arlington Food Bank Monday 11:30am - 1:00pm Wednesday 5:30pm - 7:00pm Friday 11:30am - 1:00pm 19118 63rd Avenue NE, Arlington Arlington Community Resource Center Currently by appointment only 360-322-6989 Follow on Facebook Volunteers Needed! Business Resources City of Arlington Business Resources Stilly Valley Chamber of Commerce Small Business Development Center Snohomish County Safe Start Plan Phase 3 Federal Resources Support Local Businesses Stilly Valley Chamber of Commerce Arlington Online Downtown Arlington Business Association Virtual Arlington School Information Arlington Public Schools Lakewood School District Community Resources Arlington Library Lakewood/Smokey Point Library Contact-free pick up and return of physical library materials www.sno-isle.org/online Stillaguamish Senior Center Lunches available for pick up M, T, Th, F, 11am-1pm. Family Caregiver Program Medical Equipment Loan Program Thrift Store Mon-Fri, 9am-4pm 360-653-4551 ext 230 Arlington Boys & Girls Club Call for up to date info. 360-435-4442 Smokey Point Farmers Market 18825 67th Ave NE Arlington Fridays 2:00-6:00 p.m. May -August 28 Arlington Farmers Market Legion Park, 114 N Olympic Ave. Saturdays, 10:00 a.m. to 2:00 p.m. June 6 - September 26 Snohomish County Transfer Station Contact Us! Your Elected Officials Mayor Barb Tolbert btolbert@arlingtonwa.gov City Council Jesica Stickles jesicas@arlingtonwa.gov Debora Nelson deboran@arlingtonwa.gov Michele Blythe micheleb@arlingtonwa.gov Marilyn Oertle marilyno@arlingtonwa.gov Mike Hopson mikeh@arlingtonwa.gov Jan Schuette jans@arlingtonwa.gov Don Vanney donv@arlingtonwa.gov The Arlington City Council meets for regular Council meetings on the first and third Mondays of the month and workshops on the second and fourth Mondays of the month, excluding holidays. Meetings begin at 7 p.m. Watch City Meetings live or recorded on YouTube. Find meeting agendas and how to provide Mayor's Office 360-403-3442 Administration 360-403-3441 Airport 360-403-3470 Cemetery 360-403-3428 Community & Economic Development 360-403-3551 Finance Department 360-403-3421 Express Bill Pay Fire Business Line 360-403-3600 Human Resources 360-403-3443 Police Business Line 360-403-3400 Public Works Utilities 360-403-3526 Recreation 360-403-3448 Street & Park Maintenance 360-403-3451 Utility Billing Join our Mailing List! “Helping business do business since 1893” 83 Columbia St., Seattle, WA 98104 • P.O.Box 11050, Seattle, WA 98111 • www.djc.com Phone (206) 622-8272 • Fax (206)-622-8416 • legals@djc.com ATTACHMENT H Rev. 9/17 ADVERTISEMENT FOR BID City of Arlington PROJECT TITLE (P0X.XXX) Notice is hereby given that sealed proposals will be received by the City of Arlington Public Works Department, 154 W. Cox, Arlington, Washington 98223, until 2:00 PM, local time on (DATE), for furnishing the necessary labor, materials, equipment, tools, and guarantees thereof to perform the project. (Optional) A non-mandatory pre-bid meeting has been scheduled for (TIME AND DATE) to be held at the Public Works Department, address above. Work shall include (PROJECT DESCRIPTION) All bidding and construction is to be performed in compliance with the Contract Documents for this project and any Addenda issued thereto, which are on file with the City of Arlington Public Works Department. Proposals received after the date and time stated above will not be considered. Immediately following the deadline for submission, the proposals will be publicly opened and read aloud in the Stillaguamish Conference Room at the Public Works Administration Building located at 154 W. Cox Ave, Arlington, WA 98223. Proposals must be submitted on the forms provided with the contract documents. All proposals must be accompanied by a bid deposit in the form of a certified or cashier’s check, or bid bond, for not less than five percent (5%) of the total amount bid, including additives and alternates, if any. Refer to Instructions to Bidders for more information. Should the successful Bidder fail to enter into such contract and furnish satisfactory payment and performance bonds within the time stated in the specifications, the bid deposit shall be forfeited to the City of Arlington. Plans and specifications are available for viewing only at the City of Arlington Public Works Department, 154 W. Cox Ave, Arlington, Washington 98223. Purchase of Contract Documents are available through SolicitBid. Free-of-charge access to bidding information (plans, specifications, addenda, and Bidders List) is available through the City of Arlington's on-line plan room hosted by SolicitBid; simply go to www.solicitbid.com and click on "Posted Projects". This online plan room provides Bidders with fully usable online documents with the ability to: download, view, print, order full/partial plan sets from numerous reprographic sources. Printing costs shall be by the individual bidders, and not provide by the City. It is recommended that Bidders “Register” in order to receive automatic e-mail notification of future addenda and to place themselves on the bidders list. Bidders that do not register will not be automatically notified of addenda and will need to periodically check the on-line plan room for addenda issued on this project. Contact SolicitBid at (206) 219-6481 or support@solicitbid.com for website assistance. The City of Arlington expressly reserves the right to reject any and all bids, to waive minor irregularities or informalities, and to further make award of the project to the lowest responsible Bidder as it best serves the interest of the City of Arlington. No proposal may be withdrawn after the time stated above, or before Award of Contract, unless said award is delayed for a period exceeding sixty (60) calendar days after opening of the proposals, or Bidder withdraws proposal due to error in accordance with Section 1-03.1 of the WSDOT Standard Specifications. The City of Arlington in accordance with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 USC 2000d to 2000d-4 and Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation issued pursuant to such Act, hereby notifies all bidders that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises as defined at 49 CFR Part 26 will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, national origin, or sex in consideration for an award. Published: Everett Herald 1st Pub:_______________ 2nd Pub:_____________ 1st Pub:______________ 2nd Pub:______________ 1st Pub:_______________ 2nd Pub:_______________ Contractor Project X Department Project Administrator Checklist Click or tap here to enter text. Project # Click or tap to enter a date. Award Date Click or tap to enter a date. End Date ATTACHMENT I Solicitation Method ☐Notice of Award ☐Notice to Proceed ☐Executed Contract ☐W-9 Page 1 of 12 PSA (Rev 2020.06.25) PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into in duplicate this ____ day of _________________, 20___, by and between the CITY OF ARLINGTON, a Washington municipal corporation, hereinafter referred to as the "CITY" and ______________________ (CONSULTANT NAME) hereinafter referred to as the "PROFESSIONAL." IN CONSIDERATION of the terms, conditions, and covenants contained herein, the parties hereto agree as follows: 1.SCOPE OF SERVICES The PROFESSIONAL shall perform such services and accomplish such tasks, including the furnishing of all materials and equipment necessary for full performance thereof, as are identified and designated as PROFESSIONAL responsibilities throughout this Agreement and as detailed in Exhibit "A" _________________________ (PROJECT NAME) attached hereto and incorporated herein (the "Project"). 2.TERM The Project shall begin upon full execution of this Agreement and shall be completed no later than __________________, 20___, unless sooner terminated according to the provisions herein. 3.COMPENSATION AND METHOD OF PAYMENT 3.1 Payments for services provided hereunder shall be made following the performance of such services, unless otherwise permitted by law and approved in writing by the CITY. 3.2 No payment shall be made for any service rendered by the PROFESSIONAL except for services identified and set forth in this Agreement. 3.3 The CITY shall pay the PROFESSIONAL for work performed under this Agreement as follows: 3.3.1 PROFESSIONAL shall submit monthly invoices detailing work performed and expenses for which reimbursement is sought. 3.3.2 CITY shall approve all invoices before payment is issued. Payment shall occur within thirty (30) days of receipt and approval of an invoice. 3.4 CITY shall pay PROFESSIONAL for such services: (check one) Page 2 of 12 PSA (Rev 2020.06.25) Hourly: $_____________ per hour, plus actual expenses, but not to exceed a total of $______________ without an amendment to this Agreement. Fixed Sum: A total amount of $ ________________________________. Other: _______________________________________________. for all work performed and expenses incurred under this Agreement. 3.5 CITY reserves the right to withhold payment under this Agreement which is determined, in the reasonable judgment of the City Administrator or his/her designee to be noncompliant with this Agreement, the Scope of Services attached hereto, City standards, or city, state or federal law. 4. REPRESENTATIONS CITY has relied upon the qualifications of PROFESSIONAL in entering into this Agreement. By execution of this Agreement, PROFESSIONAL represents it possesses the ability, skill and resources necessary to perform the work and is familiar with all applicable current laws, rules and regulations which reasonably relate to the Scope of Services detailed in Exhibit “A” hereto. 5. STANDARD OF CARE PROFESSIONAL shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. PROFESSIONAL will be responsible for the technical accuracy of its services and documents resulting therefrom, and CITY shall not be responsible for discovering deficiencies therein. PROFESSIONAL agrees to correct any deficiencies discovered without additional compensation, except to the extent such deficiencies are directly attributable to deficiencies or omissions in City-furnished information. 6. REPRESENTATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS 6.1 By executing this Agreement, the PROFESSIONAL certifies to the best of its knowledge and belief, that it and its principles: 6.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 6.1.2 have not, within a three-year period preceding this proposal, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a Page 3 of 12 PSA (Rev 2020.06.25) public transaction; violation of federal or state anti-trust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 6.1.3 are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph 6.1.2 of this certification; and 6.1.4 have not, within a three-year period preceding this application/proposal, had one or more public transactions (federal, state, or local) terminated for cause or fault. 6.2 Where the PROFESSIONAL is unable to certify to any of the statements in this certification, such PROFESSIONAL shall attach an explanation to this Agreement. 7.REPORTS AND INSPECTIONS 7.1 The PROFESSIONAL at such times and in such forms as the CITY may require, shall furnish to the CITY such statements, records, reports, data, and information as the CITY may request pertaining to matters covered by this Agreement. 7.2 The PROFESSIONAL shall at any time during normal business hours and as often as the CITY or State Auditor may deem necessary, make available for examination all of its records and data with respect to all matters covered, directly or indirectly, by this Agreement and shall permit the CITY or its designated authorized representative to audit and inspect other data relating to all matters covered by this Agreement. The CITY shall receive a copy of all audit reports made by the agency or firm as to the PROFESSIONAL's activities. The CITY may, at its discretion, conduct an audit at its expense, using its own or outside auditors, of the PROFESSIONAL'S activities which relate, directly or indirectly, to this Agreement. 8.INDEPENDENT CONTRACTOR RELATIONSHIP 8.1 The parties intend that an independent contractor relationship will be created by this Agreement. The CITY is interested primarily in the results to be achieved; subject to paragraphs herein, the implementation of services will lie solely with the discretion of the PROFESSIONAL. No agent, employee, servant or representative of the PROFESSIONAL shall be deemed to be an employee, agent, servant or representative of the CITY for any purpose, and the employees of the PROFESSIONAL are not entitled to any of the benefits the CITY provides for its employees. The PROFESSIONAL will be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, subcontractors or representatives during the performance of this Agreement. Page 4 of 12 PSA (Rev 2020.06.25) 8.2 In the performance of the services herein contemplated the PROFESSIONAL is an independent contractor with the authority to control and direct the performance of the details of the work, however, the results of the work contemplated herein must meet the approval of the CITY and shall be subject to the CITY's general rights of inspection and review to secure the satisfactory completion thereof. 9.PROFESSIONAL’S EMPLOYEES/AGENTS The CITY may at its sole discretion require the PROFESSIONAL to remove any employee, agent or servant from employment on this Project. The PROFESSIONAL may however employ those individual(s) on other non-CITY related projects. 10.HOLD HARMLESS/INDEMNIFICATION 10.1 PROFESSIONAL shall, at its sole expense, defend, indemnify and hold the CITY, its officers, officials, employees and volunteers harmless from any and all claims, actions, suits, liability, loss, or costs including attorney fees, caused by the wrongful or negligent acts, errors or omissions of the PROFESSIONAL or the PROFESSIONAL’s agents, employees or subcontractors in performance of this Agreement, except for injuries and damages caused by the sole negligence of the CITY or the CITY’s agents or employees. 10.2 PROFESSIONAL’s duty to indemnify and hold the CITY harmless against liability for damages arising out of or caused by the concurrent negligence of CITY or CITY’s employees or agents and PROFESSIONAL or PROFESSIONAL’s employees or agents shall apply only to the extent of the negligence or wrongdoing of PROFESSIONAL and PROFESSIONAL’s employees or agents. 10.3 Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the PROFESSIONAL and the CITY, its officers, officials, employees, and volunteers, the PROFESSIONAL's liability, including the duty and cost to defend, hereunder shall be only to the extent of the PROFESSIONAL’s negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the PROFESSIONAL’s waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. PROFESSIONAL certifies, by signing this Agreement, that this indemnification provision was mutually negotiated. The provisions of this section shall survive the expiration or termination of this Agreement. 10.4 No liability shall attach to the CITY by reason of entering into this Agreement except as expressly provided herein. 11.INSURANCE The PROFESSIONAL shall procure and maintain for the duration of the Agreement, Page 5 of 12 PSA (Rev 2020.06.25) insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the PROFESSIONAL, its agents, representatives, or employees. 11.1 Insurance Term. The PROFESSIONAL shall procure and maintain for the duration of the Project, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the PROFESSIONAL, its agents, representatives, or employees. 11.2 No Limitation. The PROFESSIONAL’s maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the PROFESSIONAL to the coverage provided by such insurance, or otherwise limit the CITY’s recourse to any remedy available at law or in equity. 11.3 Minimum Scope of Insurance. PROFESSIONAL shall obtain insurance of the types described below: 11.3.1 Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01. If necessary, the policy shall be endorsed to provide contractual liability coverage. 11.3.2 Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The City shall be named as an insured under the PROFESSIONAL's Commercial General Liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 11.3.3 Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 11.3.4 Professional Liability insurance appropriate to the PROFESSIONAL's profession. 11.4 Minimum Amounts of Insurance. PROFESSIONAL shall maintain the following insurance limits: 11.4.1 Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 11.4.2 Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate. 11.4.3 Professional Liability insurance shall be written with limits no less than Page 6 of 12 PSA (Rev 2020.06.25) $2,000,000 per claim and $2,000,000 policy aggregate limit. 11.5 Other Insurance Provisions. The PROFESSIONAL’s Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the CITY. Any Insurance, self-insurance, or self-insured pool coverage maintained by the CITY shall be excess of the PROFESSIONAL’s insurance and shall not contribute with it. 11.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. 11.7 Verification of Coverage. PROFESSIONAL shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the PROFESSIONAL before commencement of the work. 11.8 Notice of Cancellation. PROFESSIONAL shall provide the CITY with written notice of any policy cancellation within two business days of their receipt of such notice. 11.9 Failure to Maintain Insurance. Failure on the part of the PROFESSIONAL to maintain the insurance as required shall constitute a material breach of contract, upon which the CITY may, after giving five business days’ notice to the PROFESSIONAL to correct the breach, immediately terminate this Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the CITY on demand, or at the sole discretion of the CITY, offset against funds due the PROFESSIONAL from the CITY. 11.10 City Full Availability of Professional Limits. If the PROFESSIONAL maintains higher insurance limits than the minimums shown above, the CITY shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the PROFESSIONAL, irrespective of whether such limits maintained by the PROFESSIONAL are greater than those required by this Agreement or whether any certificate of insurance furnished to the CITY evidences limits of liability lower than those maintained by the PROFESSIONAL. 12.OWNERSHIP OF ASSETS Title to all property furnished by the CITY shall remain in the name of the CITY and the CITY shall become the owner of the work product and other documents, if any, prepared by the PROFESSIONAL pursuant to this Agreement. 13.COMPLIANCE WITH LAWS Page 7 of 12 PSA (Rev 2020.06.25) 13.1 The PROFESSIONAL, in the performance of this Agreement, shall comply with all applicable federal, state or local laws and ordinances, including regulations for licensing, certification and operation of facilities, programs and accreditation, and licensing of individuals, and any other standards or criteria as described in this Agreement to assure quality of services. 13.2 The PROFESSIONAL specifically agrees to pay any applicable business and occupation (B & O) taxes which may be due on account of this Agreement. 14.NONDISCRIMINATION 14.1 The CITY is an equal opportunity employer. 14.2 Nondiscrimination in Employment. In the performance of this Agreement, the PROFESSIONAL will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap; provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular worker involved. The PROFESSIONAL shall ensure that applicants are employed, and that employees are treated during employment without discrimination because of their race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap. Such action shall include, but not be limited to: employment, upgrading, demotion or transfers, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and programs for training including apprenticeships. The PROFESSIONAL shall take such action with respect to this Agreement as may be required to ensure full compliance with local, state and federal laws prohibiting discrimination in employment. 14.3 Nondiscrimination in Services. The PROFESSIONAL will not discriminate against any recipient of any services or benefits provided for in this Agreement on the grounds of race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap. 14.4 If any assignment and/or subcontracting has been authorized by the CITY, said assignment or subcontract shall include appropriate safeguards against discrimination. The PROFESSIONAL shall take such action as may be required to ensure full compliance with the provisions in the immediately preceding paragraphs herein. 15.ASSIGNMENT/SUBCONTRACTING 15.1 The PROFESSIONAL shall not assign its performance under this Agreement or any portion of this Agreement without the written consent of the CITY, and it is further agreed that said consent must be sought in writing by the PROFESSIONAL Page 8 of 12 PSA (Rev 2020.06.25) not less than thirty (30) days prior to the date of any proposed assignment. The CITY reserves the right to reject without cause any such assignment. 15.2 Any work or services assigned hereunder shall be subject to each provision of this Agreement and proper bidding procedures where applicable as set forth in local, state and/or federal statutes, ordinances and guidelines. 15.3 Any technical/professional service subcontract not listed in this Agreement, must have express advance approval by the CITY. 16.CHANGES OR AMENDMENTS Either party may request changes to the scope of services and performance to be provided hereunder, however, no change or addition to this Agreement shall be valid or binding upon either party unless such change or addition be in writing and signed by both parties. Such amendments shall be attached to and made part of this Agreement. 17.OWNERSHIP, MAINTENANCE AND INSPECTION OF RECORDS 17.1 All drawings, plans, specifications, and other related documents prepared by PROFESSIONAL under this Agreement are and shall be the property of CITY, and may be subject to disclosure pursuant to RCW Chapter 42.56 or other applicable public records laws. The written, graphic, mapped, photographic, or visual documents prepared by PROFESSIONAL under this Agreement shall, unless otherwise provided, be deemed the property of the CITY. CITY shall be permitted to retain these documents, including reproducible camera-ready originals of reports, reproduction quality mylars of maps, and copies in the form of computer files, for the CITY’s use. CITY shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or part, and reports, data, drawings, images or other material prepared under this Agreement, provided that PROFESSIONAL shall have no liability for the use of PROFESSIONAL’s work product outside of the scope of its intended purpose, and the CITY agrees to indemnify and hold the PROFESSIONAL harmless from such use. 17.2 The PROFESSIONAL shall maintain books, records and documents, which sufficiently and properly reflect all direct and indirect costs related to the performance of this Agreement and shall maintain such accounting procedures and practices as may be necessary to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject at all reasonable times to inspection, review, or audit, by the CITY, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 17.3 The PROFESSIONAL shall retain all books, records, documents and other material relevant to this Agreement, for six (6) years after its expiration. The PROFESSIONAL agrees that the CITY or its designee shall have full access and Page 9 of 12 PSA (Rev 2020.06.25) right to examine any of said materials at all reasonable times during said period. PROFESSIONAL agrees to cooperate with the CITY to produce in a timely manner any records in the possession of PROFESSIONAL relating to the performance of this Agreement which are or may be the subject of a valid request under the Public Records Act, RCW Chapter 42.56. 18.OTHER PROVISIONS If changes in state law necessitate that services hereunder be expanded, the parties shall negotiate an appropriate amendment. If, after thirty (30) days of negotiation, an agreement cannot be reached, this Agreement may be terminated by the City no sooner than sixty (60) days thereafter. 19.TERMINATION 19.1 Termination for Convenience. The CITY may terminate this Agreement, in whole or in part, at any time, by at least five (5) days written notice to the PROFESSIONAL. 19.2 Termination for Cause. If the PROFESSIONAL fails to perform in the manner called for in this Agreement, or if the PROFESSIONAL fails to comply with any other provisions of this Agreement and fails to correct such noncompliance within five (5) days written notice thereof, the CITY may terminate this Agreement for cause. Termination shall be effected by serving a notice of termination on the PROFESSIONAL setting forth the manner in which the PROFESSIONAL is in default. The PROFESSIONAL will only be paid for services performed in accordance with the manner of performance set forth in this Agreement. 20.NOTICE Notices, other than applications for payment, shall be given in writing to the persons named below: TO THE CITY: TO THE PROFESSIONAL: CONSULTANT FIRM: ADDRESS: CITY, STATE, ZIP: Page 10 of 12 PSA (Rev 2020.06.25) 21.ATTORNEYS FEES AND COSTS If any legal proceeding is brought for the enforcement of this Agreement, or because of a dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to recover from the other party, in addition to any other relief to which such party may be entitled, reasonable attorney's fees and other costs incurred in that action or proceeding. 22.WAIVER No officer, employee, agent or other individual acting on behalf of either party has the power, right or authority to waive any of the conditions or provisions of this Agreement. No waiver in one instance shall be held to be a waiver of any other subsequent breach or nonperformance. Failure of either party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 23.JURISDICTION AND VENUE This Agreement has been and shall be construed as having been made and delivered within the State of Washington, and it is agreed by each party hereto that this Agreement shall be governed by laws of the State of Washington, both as to interpretation and performance. Any action of law, suit in equity, or judicial proceeding for the enforcement of this Agreement or any provisions thereof, shall be instituted and maintained only in any of the courts of competent jurisdiction in Snohomish County, Washington. 24.SEVERABILITY 24.1 If, for any reason, any part, term or provision of this Agreement is held by a court of the United States to be illegal, void or unenforceable, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. 24.2 If it should appear that any provision hereof is in conflict with any statutory provision of the State of Washington, said provision which may conflict therewith shall be deemed inoperative and null and void insofar as it may be in conflict therewith, and shall be deemed modified to conform to such statutory provisions. 25.ENTIRE AGREEMENT The parties agree that this Agreement is the complete expression of the terms hereto and any oral representations or understandings not incorporated herein are excluded. Further, any modification of this Agreement shall be in writing and signed by both parties. Failure to comply Page 11 of 12 PSA (Rev 2020.06.25) with any of the provisions stated herein shall constitute material breach of contract and cause for termination. Both parties recognize time is of the essence in the performance of the provisions of this Agreement. It is also agreed by the parties that the forgiveness of the nonperformance of any provision of this Agreement does not constitute a waiver of the provisions of this Agreement. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed the day and year first hereinabove written. CITY: PROFESSIONAL: CITY OF ARLINGTON CONSULTANT NAME __________________________________ City Authorized Representative _________________________________ (Print) _________________________________ Title Page 12 of 12 PSA (Rev 2020.06.25) EXHIBIT A SCOPE OF SERVICES ( PROJECT NAME ) DOT Form App. 28.92 Revised 03/2020 Appendix 28.92 Letter of Intent to Comply with WSDOT Title VI Plan In lieu of adopting a Title VI Plan, the (City of Arlington) agrees to comply with the WSDOT Title VI Plan. The (City of Arlington) assures that no person shall on the grounds of race, color, or national origin, as provided by Title VI of the Civil Rights Act of 1964, and the Civil Rights Restoration Act of 1987 (P.L. 100.259) be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity. The (City of Arlington) further assures every effort will be made to ensure nondiscrimination in all of its programs and activities, whether those programs and activities are federally funded or not. The Civil Rights Restoration Act of 1987, broadened the scope of Title VI coverage by expanding the definition of terms “programs or activities” to include all programs or activities of federal aid recipients, sub-recipients, and contractors/consultants, whether such programs and activities are federally assisted or not (Public Law 100259 [S.557] March 22, 1988). In the event the (City of Arlington) distributes federal aid funds to a sub-recipient, the (City of Arlington) of will include Title VI language in all written agreements and will monitor for compliance. The (City of Arlington) is responsible for initiating and monitoring Title VI activities, collecting data, preparing reports (including Appendix 28.93) and other responsibilities as required by 23 Code of Federal Regulation(CFR) 200 and 49 Code of Federal Regulation, WSDOT Title VI Plan, and the WSDOT Local Area Guidelines manual. Required Attachment: signed, unaltered USDOT1050.2a, Standard Title VI Assurances 1 The United States Department of Transportation (USDOT) Standard Title VI/Non-Discrimination Assurances DOT Order No. 1050.2A The City of Arlington (herein referred to as the "Recipient"), HEREBY AGREES THAT, as a condition to receiving any Federal financial assistance from the U.S. Department of Transportation (DOT), through Washington State Department of Transportation (WSDOT), is subject to and will comply with the following: Statutory/Regulatory Authorities • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The Department Of Transportation-Effectuation Of Title VI Of The Civil Rights Act Of 1964); • 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964); The preceding statutory and regulatory cites hereinafter are referred to as the "Acts" and "Regulations," respectively. General Assurances In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy, memoranda, and/or guidance, the Recipient hereby gives assurance that it will promptly take any measures necessary to ensure that: "No person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity, "for which the Recipient receives Federal financial assistance from DOT, including the Washington State Department of Transportation. The Civil Rights Restoration Act of 1987 clarified the original intent of Congress, with respect to Title VI and other Non-discrimination requirements (The Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973), by restoring the broad, institutional-wide scope and coverage of these non- discrimination statutes and requirements to include all programs and activities of the Recipient, so long as any portion of the program is Federally assisted. Specific Assurances More specifically, and without limiting the above general Assurance, the Recipient agrees with and gives the following Assurances with respect to its Federally assisted program: 1. The Recipient agrees that each "activity," "facility," or "program," as defined in §§ 21.23(b) and 21.23(e) of 49 C.F.R. § 21 will be (with regard to an "activity") facilitated, or will be (with regard 2 to a "facility") operated, or will be (with regard to a "program") conducted in compliance with all requirements imposed by, or pursuant to the Acts and the Regulations. 2. The Recipient will insert the following notification in all solicitations for bids, Requests For Proposals for work, or material subject to the Acts and the Regulations made in connection with all Federal-Aid Highway Programs and, in adapted form, in all proposals for negotiated agreements regardless of funding source: "The City of Arlington, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award." 3. The Recipient will insert the clauses of Appendix A and E of this Assurance in every contract or agreement subject to the Acts and the Regulations. 4. The Recipient will insert the clauses of Appendix B of this Assurance, as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a Recipient. 5. That where the Recipient receives Federal financial assistance to construct a facility, or part of a facility, the Assurance will extend to the entire facility and facilities operated in connection therewith. 6. That where the Recipient receives Federal financial assistance in the form, or for the acquisition of real property or an interest in real property, the Assurance will extend to rights to space on, over, or under such property. 7. That the Recipient will include the clauses set forth in Appendix C and Appendix D of this Assurance, as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the Recipient with other parties: a. for the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and b. for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program. 8. That this Assurance obligates the Recipient for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the Assurance obligates the Recipient, or any transferee for the longer of the following periods: 3 a. the period during which the property is used for a purpose for which the Federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or b. the period during which the Recipient retains ownership or possession of the property. 9. The Recipient will provide for such methods of administration for the program as are found by the Secretary of Transportation or the official to whom he/she delegates specific authority to give reasonable guarantee that it, other recipients, sub-recipients, sub-grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the Acts, the Regulations, and this Assurance. 10. The Recipient agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the Acts, the Regulations, and this Assurance. By signing this ASSURANCE, City of Arlington also agrees to comply (and require any sub-recipients, sub- grantees, contractors, successors, transferees, and/or assignees to comply) with all applicable provisions governing the WSDOT access to records, accounts, documents, information, facilities, and staff. You also recognize that you must comply with any program or compliance reviews, and/or complaint investigations conducted by the WSDOT. You must keep records, reports, and submit the material for review upon request to the WSDOT, or its designee in a timely, complete, and accurate way. Additionally, you must comply with all other reporting, data collection, and evaluation requirements, as prescribed by law or detailed in program guidance. The City of Arlington gives this ASSURANCE in consideration of and for obtaining any Federal grants, loans, contracts, agreements, property, and/or discounts, or other Federal-aid and Federal financial assistance extended after the date hereof to the recipients by the U.S. Department of Transportation under the Federal Highway Administration. This ASSURANCE is binding on Washington State Department of Transportation, other recipients, sub-recipients, sub-grantees, contractors, subcontractors and their subcontractors', transferees, successors in interest, and any other participants in the Federal-Aid Highway Program. The person(s) signing below is authorized to sign this ASSURANCE on behalf of the Recipient. City of Arlington (Name of Recipient) by ___________________________________ (Signature of Authorized Official) DATED________________________________ A APPENDIX A During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: 1. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Acts and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, Washington State Department of Transportation, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to Non- discrimination on the grounds of race, color, or national origin. 4. Information and Reports: The contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Recipient or the Washington State Department of Transportation to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the Recipient or the Washington State Department of Transportation, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non- discrimination provisions of this contract, the Recipient will impose such contract sanctions as it or the Washington State Department of Transportation may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, A unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the Recipient or the Washington State Department of Transportation may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. B APPENDIX B CLAUSES FOR DEEDS TRANSFERRING UNITED STATES PROPERTY The following clauses will be included in deeds effecting or recording the transfer of real property, structures, or improvements thereon, or granting interest therein from the United States pursuant to the provisions of Assurance 4: NOW, THEREFORE, the U.S. Department of Transportation as authorized by law and upon the condition that the City of Arlington will accept title to the lands and maintain the project constructed thereon in accordance with Title 23, United States Code, the Regulations for the Administration of Washington State Department of Transportation, and the policies and procedures prescribed by the Federal Highway Administration of the U.S. Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the City of Arlington all the right, title and interest of the U.S. Department of Transportation in and to said lands described in Exhibit A attached hereto and made a part hereof. (HABENDUM CLAUSE) TO HAVE AND TO HOLD said lands and interests therein unto the City of Arlington and its successors forever, subject, however, to the covenants, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real property or structures are used for a purpose for which Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and will be binding on the City of Arlington, its successors and assigns. The City of Arlington, in consideration of the conveyance of said lands and interests in lands, does hereby covenant and agree as a covenant running with the land for itself, its successors and assigns, that (1) no person will on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed [,] [and]* (2) that the City of Arlington will use the lands and interests in lands and interests in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations and Acts may be amended [, and (3) that in the event of breach of any of the above-mentioned non-discrimination conditions, the Department will have a right to enter or re- enter said lands and facilities on said land, and that above described land and facilities will thereon revert to and vest in and become the absolute property of the U.S. Department of Transportation and its assigns as such interest existed prior to this instruction].* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to make clear the purpose of Title VI.) C APPENDIX C CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE ACTIVITY, FACILITY, OR PROGRAM The following clauses will be included in deeds, licenses, leases, permits, or similar instruments entered into by the City of Arlington pursuant to the provisions of Assurance 7(a): A. The (grantee, lessee, permittee, etc. as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree [in the case of deeds and leases add "as a covenant running with the land"] that: 1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S. Department of Transportation activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the (grantee, licensee, lessee, permittee, etc.) will maintain and operate such facilities and services in compliance with all requirements imposed by the Acts and Regulations (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. B. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Non- discrimination covenants, City of Arlington will have the right to terminate the (lease, license, permit, etc.) and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the (lease, license, permit, etc.) had never been made or issued.* C. With respect to a deed, in the event of breach of any of the above Non-discrimination covenants, the City of Arlington will have the right to enter or re-enter the lands and facilities thereon, and the above described lands and facilities will there upon revert to and vest in and become the absolute property of the City of Arlington and its assigns.* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.) D APPENDIX D CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER THE ACTIVITY, FACILITY OR PROGRAM The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by City of Arlington pursuant to the provisions of Assurance 7(b): A. The (grantee, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add, "as a covenant running with the land") that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that the (grantee, licensee, lessee, permittee, etc.) will use the premises in compliance with all other requirements imposed by or pursuant to the Acts and Regulations, as amended, set forth in this Assurance. B. With respect to (licenses, leases, permits, etc.), in the event of breach of any of the above Non- discrimination covenants, the City of Arlington will have the right to terminate the (license, permit, etc., as appropriate) and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, permit, etc., as appropriate) had never been made or issued.* C. With respect to deeds, in the event of breach of any of the above Non-discrimination covenants, the City of Arlington will there upon revert to and vest in and become the absolute property of the City of Arlington and its assigns.* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.) E APPENDIX E During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees to comply with the following non- discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; • The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). City of Arlington Council Agenda Bill Item: NB #1 Attachment C COUNCIL MEETING DATE: November 15, 2021 SUBJECT: Resolution Declaring an Emergency with the water main repair at Washington Trucking ATTACHMENTS: Resolution Declaring an Emergency and Waiving Competitive Bidding Requirements Quote from Ferguson Waterworks for pipe and fittings needed for repair DEPARTMENT OF ORIGIN Public Works; Jim Kelly, Director 360-403-3505 EXPENDITURES REQUESTED: $106,518.24 BUDGET CATEGORY: Water Capital Budget – Distribution Repairs BUDGETED AMOUNT: $150,000.00 LEGAL REVIEW: DESCRIPTION: Emergency Declaration for the Washington Trucking (6615 172nd St) water main repair, and purchase of necessary pipe and fittings from Ferguson Waterworks. HISTORY: In 2019, a significant leak was discovered in an Asbestos Concrete (AC) water main. Staff was able to isolate the leak by shutting off valves which isolated a 1,725-foot section of AC water main. The isolation of this section of pipe placed the Washington Trucking facility at water main “dead end” lacking the redundancy needed for secure fire protection. Due to 2020 COVID-19 staffing and contracting issues, staff was not able to perform the necessary repairs. In 2021, repair was further delayed due to supply chain issues associated with the COVID-19 pandemic. Staff was recently notified by Ferguson Waterworks that there was sufficient water main piping not needed for a construction project and available for purchase on a first come-first served basis. A purchase order I move to approve the resolution declaring an emergency for water main repair work, waiving competitive bidding requirements, and authorizing the purchase of necessary materials in the amount of $106,518.24 from Ferguson Waterworks, and authorize the Mayor to sign the resolution. RESOLUTION NO. 2021–XXX A RESOLUTION DECLARING AN EMERGENCY, AND WAIVING COMPETITIVE BIDDING REQUIREMENTS DUE TO A BREAK IN THE WASHINGTON TRUCKING WATER MAIN WHEREAS, a break in the City of Arlington’s water main near the Washington Trucking facility resulted in a water main “dead end” eliminating the redundancy needed for fire protection service to the Washington Trucking facility; and WHEREAS, the water main leak has occurred in an asbestos concrete pipe that is in extremely poor condition and not suitable for repair; and WHEREAS, the City’s investigation has concluded that a new water main extension will eliminate the “dead end” and restore redundant fire service protection to the area near the Washington Trucking facility; and WHEREAS, we are in a time of material shortages due supply chain issues caused by the COVID-19 pandemic; and WHEREAS, Ferguson Waterworks has the necessary water main materials in stock for the City to facilitate the necessary repairs; NOW, THEREFORE, the City Council of the City of Arlington Washington does hereby resolve as follows: 1. The City Council finds an emergency exists with a break in the City’s water main impacting fire service protection to a City business, which presents a real and immediate threat to the proper performance of essential functions if immediate action is not taken, and therefore competitive bidding requirements for the work necessary as a result of the emergency are hereby waived. 2. The City Council authorizes the purchase of necessary materials in the amount of $106,518.24 from Ferguson Waterworks to repair the City water main near the Washington Trucking facility at 6615 – 172nd St. Approved by the City Council of the City of Arlington this 15th day of November, 2021. CITY OF ARLINGTON ___________________________ Barbara Tolbert, Mayor ATTEST: ________________________________ Wendy Van Der Meersche, City Clerk APPROVED AS TO FORM: ________________________ Steven J. Peiffle, City Attorney City of Arlington Council Agenda Bill Item: NB #2 Attachment D COUNCIL MEETING DATE: November 15, 2021 SUBJECT: Fire District 21 Reimbursement Agreement ATTACHMENTS: Proposed Schedule for Recovery Agreement process, letter and map identifying project benefiting area, summary report for McElroy Rd Water Main Extension Benefiting Area Reimbursement, sample letter to property owners apprising them of the reimbursement area and fee, and Utility Reimbursement Agreement DEPARTMENT OF ORIGIN Public Works; Jim Kelly, Director 360-403-3505 EXPENDITURES REQUESTED: None BUDGET CATEGORY: N/A BUDGETED AMOUNT: N/A LEGAL REVIEW: DESCRIPTION: Fire District 21 is installing a water main and is requesting the establishment of a Reimbursement Agreement as allowed by Arlington Municipal Code 13.24 to recover costs for installing the water main. HISTORY: To better serve the District residents, Fire District 21 is constructing a new fire station on McElroy Road. The new fire station is located within the City of Arlington’s water service area and the Fire District will be extending a water main to serve the new fire station. The minimum water main size for this extension is an 8-inch pipe, however the Arlington Water Utility is paying material costs to upsize the water main to a 12-inch pipe. The Fire District has approved plans and an executed Utility Extension Agreement; they are now requesting City Council approval to develop a reimbursement area as allowed by AMC 13.24 to recover some of the construction costs for this water main extension. Fire District engineers have worked with the City Engineer to develop a reimbursement area consisting of 21 properties that would benefit from this water main extension and have developed a reimbursement fee to be shared among the 21 properties based on the project bid amount, less $100,000.00 cost contribution by the Fire District and $92,925.00 material cost payment by the Arlington Water Utility. The reimbursement amount is $13,863.00 and is only payable if the benefiting property wants to connect to the City’s potable water system. City of Arlington Council Agenda Bill Item: NB #2 Attachment D The City Attorney has worked with the Fire District 21 attorney on the Utility Reimbursement which identifies the benefiting properties allowed to connect to the new water main following payment of appropriate reimbursement fee and the City of Arlington water connection fees. No changes to this agreement will be permitted, including changes to the benefiting area and properties, without approval by the City of Arlington and Fire District 21. The City Engineer has determined that the necessary information for establishment of a Reimbursement Agreement per AMC 13.24 has been submitted and is recommending the Council approve of I move to accept the Reimbursement Agreement application for the Fire District 21 McElroy Road Water Main Extension project and authorize staff to move forward with the process to establish a Reimbursement Agreement for this project. Action Item Council Workshop to discuss proposed action and benefiting property area Recovery Contract implementation schedule Nov 8th Nov 22nd Dec 6th Council Meeting approving proposed action to move forward and request a Public Hearing on following Council cycle Nov 15th Nov 29th Dec 13th Nov 16th Dec 6th Jan 3rd Nov 22nd Dec 13th Jan 10th Dec 6th Jan 3rd Jan 17th Dec 13th Jan 10th Jan 24th Dec 20th Jan 17th Feb 7th The city shall record the reimbursement agreement with the Snohomish County auditor within thirty days of approval by the city. The applicant shall bear the expense of recording the agreement. Said agreement shall be in a form approved by the city. Dec 22nd By Jan 19th Feb 9th Jan 24th Feb 21st Mar 9th Assume 30 days for recording Proposed council meeting dates October 22, 2021 Prop Owner Name Prop Owner Address City, State Zip Re: Notification of Pending Utility Reimbursement Agreement Dear Property Owner, The Arlington City Council is considering a request to establish a Utility Reimbursement Agreement that may impact your property. As a property owner within the Utility Reimbursement Assessment Area whose preliminary boundaries are enclosed with this notice, you or your heirs and assigns may be obligated to pay under certain circumstances, a pro rata share of construction and contract administration costs of a certain water or sewer utility improvement project. The proposed amount of such pro rata share or assessment is also enclosed with this notice. You, or your heirs and assigns, may have to pay such share, if any development permits are issued to connect your property to said water or sewer improvement within twenty (20) years of the date the agreement establishing such area is recorded with the Snohomish County Auditor. After such agreement is recorded it shall be binding on all owners of record within the reimbursement area who are not a party to the contract. Dated: _ _. Subsequent to the recording of a Utility Reimbursement Agreement the city shall not, during the term of a reimbursement agreement, permit connection of any property within the reimbursement area to any sewer or water facility constructed pursuant to the reimbursement agreement, unless the share of the costs of such facilities required by the recorded agreement is first paid to the city in the amount of $13,863. Comments shall be received within twenty (20) days of the date above and directed to Ryan Morrison at utilities@arlingtonwa.gov or mailed to 154 W. Cox Street, Arlington, WA 98223. For further information, view the Arlington Municipal Code (AMC) 13.24 Utility Reimbursement Agreements. Sincerely, UTILITY REIMBURSEMENT AGREEMENT 1 AFTER RECORDING, RETURN TO: CITY OF ARLINGTON 238 N. OLYMPIC AVE. ARLINGTON, WA 98223 OUR FILE NO. _________ UTILITY REIMBURSEMENT AGREEMENT GRANTOR(S): SNOHOMISH COUNTY FIRE DISTRICT NO. 21 GRANTEE(S): CITY OF ARLINGTON LEGAL (Abbrev.): LOT 2 OF SURVEY RECORDED UNDER COUNTY AF NO. 8407115030, A PT OF GOV’T LOT 3, S19, T31N, R 6E, W.M. ASSESSOR'S TAX #: 310619-003-014-00 ____________________________________________________________________________ THIS UTILITY REIMBURSEMENT AGREEMENT (the “Agreement”) is made and entered into this ____ day of _________, 20____, by and between SNOHOMISH COUNTY FIRE DISTRICT NO. 21, (hereinafter "Owner") and the City of Arlington, Washington (hereinafter "City"). WHEREAS, Owner has installed or caused to be installed certain improvements which exceed the requirements for the development of a fire station located outside of the City limits but inside the City's service area as identified in the North Snohomish County Coordinated Water System Plan and City Water System Comprehensive Plan, as amended; and WHEREAS, the City is willing to allow the Owner to be reimbursed for the cost of Extension improvements under certain terms and conditions as set forth herein; and WHEREAS, Owner has provided notice to identified benefiting property owners pursuant to Arlington Municipal Code (AMC) section 13.24.070, and the City Council approved creation of the Benefit Area and the reimbursement provisions as called for herein; and WHEREAS, development within the city’s water service area but outside the City’s urban growth area creates adverse impacts on the City’s transportation system which requires mitigation, and the City is unwilling to provide water service to other properties until the City and Snohomish County reach agreement for the mitigation of transportation impacts to the City road system caused by any development within the Benefit Area; and WHEREAS, the City is willing to connect the Owner to the City’s water system and to allow reimbursement on the terms set forth herein; and UTILITY REIMBURSEMENT AGREEMENT 2 WHEREAS, the parties desire to enter into a contract pursuant to the authority of RCW 35.91, whereby provisions are made for the reimbursement of Owner and Owner’s assigns by any owner of real estate who did not contribute to the original cost of the Extension, as defined herein, who subsequently connects to the Extension improvements. NOW, THEREFORE, it is agreed by and between the parties hereto as follows: 1. Description of Property. 1.1 Owner's Property. The Owner is the owner of certain real property located at 17827 McElroy Road, Arlington, Washington, Snohomish County Assessor Parcel No. 310619- 003-013-00 (the "Property"), legally described as set forth on the attached Exhibit A, incorporated herein by this reference, which Property is located outside of the City limits but inside the City's water service area as identified in the North Snohomish County Coordinated Water System Plan and City Water System Comprehensive Plan, as amended, and the Owner wishes to connect to the City's water utility system(s). 1.2 Benefited Properties. The Extension, as defined below, will create a benefit area serving twenty-two (22) parcels comprised on twenty-eight (28) units (the “Benefit Area”) as described in Exhibit B, incorporated herein by reference, which benefit area is located outside of the City limits but inside the City’s service area as identified in the North Snohomish County Coordinated Water System Plan and City Water System Comprehensive Plan, as amended. Water service to the properties other than the Owner’s within the Benefit Area shall be conditioned on the City and Snohomish County reaching agreement for the mitigation of transportation impacts to the City transportation system caused by development within the Benefit Area. 2. System Improvements. The City has reviewed and approved the Owner’s proposed plans for a water line extension, which is more particularly described on the attached Exhibit C (the “Extension”). 2.1 Title to Improvements. Title to the Improvements shall be addressed in the Utility Extension Agreement of even date between the parties. 3. Payment of Reimbursement. For a period of twenty (20) years after execution of this contract, no person, firm, or corporation who has not contributed to the original cost of the Extension (hereinafter "Latecomer") and who owns property within the Benefit Area shall be granted a permit or be authorized to connect to the Extension without first paying to the City of Arlington, in addition to any and all other costs and charges made or assessed for such connection, the amount required to reimburse Owner for the fair pro rata share or cost of construction of the Extension, said amount to be computed in accordance with the formula set forth in paragraphs (4) and (5), below. All amounts so received by the City, subject to the provisions of paragraph (5), below, shall be paid to Owner or its assigns within sixty (60) days after the receipt thereof. The City shall not be obligated to collect any reimbursement amounts after the expiration of the term of this Agreement. 4. Reimbursement Amount. The Reimbursement Amount to be paid by persons connecting to the Extension pursuant to paragraph 3, above, shall be $___________________, $13,863.00, per standard residential 5/8” water meter service. This base cost shall be UTILITY REIMBURSEMENT AGREEMENT 3 increased for larger water meter services based on a meter factor as established by the American Water Works Association (AWWA) and approved by the City Engineer. The decision of the City Engineer or his or her designee concerning the Reimbursement Amount for larger water meter services shall be final and conclusive. The maximum amount recoverable from Latecomers under this Agreement shall be $_____________. $291,125.00. 5. Reimbursement in Addition to Other Fees; Administrative Fee. The Reimbursement Amount above referenced shall be in addition to and shall not include any other connection charges, application charges, capital improvement charges or other fees customarily levied by the City. Of this Reimbursement Amount, from the Owner’s Share there shall be deducted an amount equal to five percent (5.0%) of the amounts collected, which shall be retained by the City of Arlington for the costs of administering this agreement. 6. Indemnification. Owner agrees to indemnify, defend and hold the City harmless from any and all costs, including attorney's fees and expert witness fees, in the event of suit being filed contesting the validity of this agreement, any assessment made hereunder, or the procedures followed by the City in establishing the reimbursements hereunder, or in connections with any claim, demand, suit or action in connection with the System. 7. Enforcement. The City does not agree to assume any responsibility to enforce this agreement. If the City becomes aware of persons obligated to pay reimbursement under this agreement, it shall use its best efforts to collect the reimbursement amount, but shall not incur any liability in the event it fails to collect such amount. This agreement shall be a matter of public record and will serve as notice to all potential Latecomers of their obligations hereunder. 8. Owner’s Duty to Inform City of Address Changes. Pursuant to 35.91.020, Owner or Owner’s assignee under this contract shall, not less than every two years from the date of execution of this contract, provide the City with information in writing regarding the current name, address, and telephone number of the person, company, or partnership that originally entered into the contract and any assignee of the right to reimbursement. If the property owner fails to comply with the notification requirements of this subsection within sixty days of the specified time, then the City may collect any reimbursement funds owed to the Owner or Owner’s assignee under the contract. The funds collected under this subsection must be deposited in the capital fund of the City. 9. General Provisions. 9.1 Entire Agreement. This Agreement contains all of the agreements of the parties and no prior agreements or understandings pertaining to any such matters shall be effective for any such purpose. 9.2 Modification. No provision of this Agreement may be amended or added to except by agreement in writing signed by the parties. 9.3 Severability. Any determination by any court of competent jurisdiction that any provision of this Agreement is invalid, void or illegal shall in no way affect, impair or invalidate any other provision of this agreement and such other provisions shall remain in full force and effect. Formatted: Tab stops: Not at 1" UTILITY REIMBURSEMENT AGREEMENT 4 9.4 Successors in Interest. This Agreement shall inure to and be for the benefit of and shall obligate all of the parties' respective successors in interest, heirs or assigns. In the event Owner assigns its interests hereunder, a copy of said written assignment shall be provided to the City. 9.5 Notices. Any notices required to be given by the City to Owner or by Owner to the City shall be delivered or mailed postage prepaid to the parties at the following addresses: CITY: OWNER: City of Arlington Snohomish County Fire District No. 21 238 N. Olympic Ave. Attn: Chief Chad Schmidt Arlington, WA 98223 12131 228th ST. NE Arlington, WA 98223 DATED this _____ day of ____________, 202____. CITY OF ARLINGTON, WASHINGTON SNOHOMISH COUNTY FIRE DISTRICT NO. 21 ____________________________ ______________________________ Barbara Tolbert, Mayor By: ___________________________ Its: ___________________________ ATTEST: ______________________________ Wendy Van Der Meersche, City Clerk UTILITY REIMBURSEMENT AGREEMENT 5 STATE OF WASHINGTON ) ) ss. COUNTY OF WHATCOMSNOHOMISH ) On this day before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared, BARBARA TOLBERT AND WENDY VAN DER MEERSCHE, to me known to be the MAYOR AND CITY CLERK of the CITY OF ARLINGTON, and acknowledged the said instrument to be the free and voluntary act and deed of said City, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute the said instrument on behalf of the City of Arlington. Given under my hand and official seal this ____ day of _____________, 202___. Print Name: NOTARY PUBLIC in and for the State of Washington, residing at My commission expires: STATE OF WASHINGTON ) ) ss. COUNTY OF WHATCOM ) On this day personally appeared before me ______________________, to me known to be the ______________________ of SNOHOMISH COUNTY FIRE DISTRICT NO. 21, and on oath verified that he/she was authorized to execute this document on behalf of the District for the uses and purposes therein mentioned. Given under my hand and official seal this ____ day of _____________, 202___. Print Name: NOTARY PUBLIC in and for the State of Washington, residing at My commission expires: City of Arlington Council Agenda Bill Item: NB #3 Attachment E approximately 130,000 tons per year, of plastic waste feedstock. The facility is to be located on Lots 5, 6 and 7 in the Gayteway Business Park, adjacent to and immediately east of 7301 197th Pl NE in Arlington. Mura intends to finance this project through the use of nonrecourse economic development revenue bonds issued by the Washington Economic Development Finance Authority (WEDFA). The only purpose of this resolution is to approve Mura Cascade’s use of WEDFA financing for this project. October 11, 2021 Mayor Barb Tolbert City of Arlington 238 N Olympic Avenue Arlington, WA 98223 btolbert@arlingtonwa.gov Re: Washington Economic Development Finance Authority Economic Development Revenue Bonds: Mura Cascade ELP, LLC Project Dear Mayor Tolbert: Mura Cascade ELP, LLC (“Mura”) is planning to construct, install, and operate a chemical manufacturing plant using plastic waste feedstock, to be located in Lots 5, 6 and 7 in the Gayteway Business Park adjacent to and immediately east of 7301 197th Pl NE in Arlington. Mura intends to finance this project through the use of nonrecourse economic development revenue bonds issued by the Washington Economic Development Finance Authority (WEDFA). It is the policy of WEDFA only to issue bonds in support of projects which would be welcomed by the local community. As part of the issuance process, therefore, we would like the City of Arlington City Council, as the planning jurisdiction, to consider passage of a Planning Jurisdiction Approval Resolution, in the form substantially as attached. We wish to emphasize that the only purpose of this resolution is to approve Mura Cascade’s use of WEDFA financing for this project. It does not supplement or replace any portion of the normal permitting process. There is no liability against the City of Arlington created by issuance of WEDFA's bonds or adoption of this resolution. We are planning to issue the bonds in the upcoming months. It would greatly assist our timing if the City Council could consider this approval at the November 1st meeting; or, if November 1st is not possible, at the November 15th Council meeting. I would appreciate it if your office could send me a copy of the approved resolution should the City Council look on our request favorably. Jon Cozens of Mura would be happy to provide you with any further information that you might find helpful regarding the project. His telephone number is (908) 229-1370. Rodney Wendt, Executive Director of WEDFA, would also be happy to attend the City Council meeting to answer questions from the Council. Please let me know how we can work together to facilitate this process. If you have any questions, please do not hesitate to give me a call. My telephone number is 206-287-4447, and I can also be reached by email at molly.abbey@wshfc.org. Sincerely yours, Molly Abbey Program Administrator cc: Jon Cozens, Mura Cascade ELP, LLC Rodney Wendt, WEDFA Encls. 1 RESOLUTION NO. 2021 – XXX A RESOLUTION OF THE CITY OF ARLINGTON CITY COUNCIL APPROVING THE ACTION OF THE STATE OF WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY AND THE ISSUANCE OF NON-RECOURSE REVENUE BONDS TO FINANCE AN ECONOMIC DEVELOPMENT FACILITY FOR USE BY MURA CASCADE ELP. LLC (the "COMPANY"), AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, on June 16, 2021, the Washington Economic Development Finance Authority (“WEDFA”) had presented to it Resolution No. W-2021-06 (the "Resolution"), a copy of which is attached hereto as Exhibit A, relating to the issuance of non-recourse revenue bonds, the proceeds of which would be loaned to the Company or its affiliates for, among other projects, the acquisition, construction and installation of a chemical manufacturing facility using plastic waste located in Arlington, Washington (the "Project"), all as authorized by the Economic Development Finance Authority Act of 1989, R.C.W. Title 43, Chapter 163, as amended (the "Act"); and WHEREAS, on June 16, 2021, WEDFA unanimously approved the Resolution; and WHEREAS, it is the policy of WEDFA not to issue revenue bonds except upon the approval of the county, city or town within whose planning jurisdiction the proposed economic development facility lies; and WHEREAS, the Project lies within the boundaries of the City of Arlington, Washington; NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED AND ORDERED as follows: Section 1: The City of Arlington City Council (the “City”), pursuant to the request of the WEDFA, does hereby approve the issuance of non-recourse revenue bonds (the "Bonds") by WEDFA, for the purposes provided in the Act. However, such approval shall not waive or modify any of the permitting requirements applicable to this project. Section 2: The proceeds of the Bonds are to be lent to the Company, pursuant to a loan agreement or other appropriate financing agreement, and used for the purpose of acquiring, constructing and equipping the Project, including the necessary appurtenances, located within the boundaries of the City and to pay certain costs of issuance of the Bonds. Section 3: The Bonds shall not constitute an obligation of the State of Washington or of the City, and no tax funds or revenues of the State of Washington or of the City shall be used to pay the principal of or interest on the Bonds. Neither the faith and credit nor any taxing power of the State of Washington or of the City shall be pledged to pay the principal or interest on the Bonds. 2 Section 4: This Resolution is intended to constitute approval of the issuance of revenue bonds within the meaning of the policy of WEDFA. Section 5: Upon passage and approval of this Resolution, it shall take effect immediately. PASSED by the City Council and APPROVED by the Mayor this 15th day of November, 2021. CITY OF ARLINGTON _________________________________ Barbara Tolbert, Mayor ATTEST: _________________________________ Wendy Van Der Meersche, City Clerk APPROVED AS TO FORM: _______________________________ Steve Peiffle, City Attorney 3 Exhibit A WEDFA Resolution Resolution No. W-2021-06 Page 1 of 6 June 16, 2021 RESOLUTION NO. W-2021-06 A RESOLUTION OF THE WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY TAKING OFFICIAL ACTION TOWARD THE ISSUANCE OF NONRECOURSE ECONOMIC DEVELOPMENT REVENUE BONDS IN ONE OR MORE SERIES IN A MAXIMUM AMOUNT NOT TO EXCEED $165,000,000 AND AUTHORIZING THE EXECUTION OF AN INDEMNIFICATION AND COMPENSATION AGREEMENT BY AND BETWEEN THE WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY AND MURA CASCADE ELP, LLC OR ITS SUCCESSOR OR ASSIGNS (the "Company"). WHEREAS, the Washington Economic Development Finance Authority (the "Issuer") is a duly organized and existing instrumentality of the State of Washington authorized and empowered by the provisions of RCW Chapter 43.163 (collectively, the "Act") to issue nonrecourse economic development revenue bonds for the purpose of carrying into effect the construction of improvements and the acquisition of personal properties and provide working capital suitable for use by any industry, and to loan its moneys when necessary or convenient to carry out its powers under the Act; and WHEREAS, the Company has informed the Issuer that it wishes to acquire and construct a facility for chemical manufacturing using plastic waste located in Arlington, Snohomish County, Washington, as more fully described in Exhibit A attached hereto and incorporated herein (the "Site"), all of which are located within the territorial limits of the State of Washington, and the Company has requested the Issuer to issue nonrecourse economic development revenue bonds (the "Bonds") in a maximum amount not to exceed $165,000,000 pursuant to the Act to carry into effect the acquisition and equipping of real and personal property and provision of working capital at the Site to be used in the solid waste disposal activities and manufacturing facilities of the Company, as more fully described in Exhibit A hereto (the "Project"), and to loan the proceeds of the Bonds to finance the improvement, equipping, and installation of the Project and to reimburse the Borrower for costs of the Project; and WHEREAS, a form of agreement designated as an "Indemnification and Compensation Agreement," on file with the Issuer, has been prepared setting forth the respective agreements and undertaking of the Issuer and the Company with respect to the Bonds and the Project; and WHEREAS, it is considered necessary and desirable for the best interest of the Issuer that the Indemnification and Compensation Agreement be executed for and on the behalf of the Issuer; and Resolution No. W-2021-06 Page 2 of 6 June 16, 2021 WHEREAS, the Indemnification and Compensation Agreement requires the Company to pay all reasonable and necessary costs incurred by the Issuer in connection with the Bonds and/or in connection with the Project; and WHEREAS, the Issuer finds that the Project constitutes the development and improvement of economic development facilities under the Act; and NOW THEREFORE, be it resolved by the Issuer as follows: Section 1. It is hereby determined that (a) the acquisition, construction and installation of the Project and its operation as an economic development facility; (b) the issuance of the bonds of the Issuer in one or more series and in a maximum amount not to exceed $165,000,000, to finance costs of the Project, such total costs to be financed by the Bonds presently estimated to be approximately $165,000,000; and (c) the execution and delivery of such contracts and agreements with the Issuer as are necessary to provide for the payment by the Issuer of amounts sufficient to pay the principal of, premium, if any, and interest on the Bonds, together with certain costs of the Issuer, will all be in furtherance of the Act. Section 2. The Borrower has indicated that it will incur and pay from its own funds, expenses relating to the Project prior to the issuance of the Bonds and expects to reimburse those expenditures with proceeds of the Bonds. This resolution constitutes an affirmative official action and declaration of official intent to reimburse the Borrower for Project expenditures within the meaning and subject to the conditions of Sections 1.103- (8)(T)(a)(5) and 1.150-2 of the Federal Income Tax Regulations. Section 3. Subject to the conditions listed in Section 4 below, including such other conditions as in the judgement of the Issuer and bond counsel are necessary to insure the validity of the Bonds and the tax-exempt or taxable status of the Bonds, it is the intent of the Issuer to proceed toward the issuance and sale of the Bonds pursuant to the provisions of the Act. Nothing in this resolution shall be construed as legally binding the Issuer to authorize, issue, or sell the Bonds. Section 4. The authorization, issuance, and sale of the Bonds by the Issuer are subject to the following conditions: (a) the Company shall have caused to be issued an irrevocable letter of credit (the "Letter of Credit") by an investment-grade rated commercial bank, acceptable to the Issuer (the "Letter of Credit Bank"), which shall be used to pay and secure the Bonds or shall have secured a bond purchase agreement (the "Bond Purchase Agreement") from an Accredited Investor, as such term is defined in 17 CFR 230.501(a), or qualified institutional buyers, in each case acceptable to the Issuer, for the purchase of the Bonds; (b) the Company shall enter into such contracts and loan agreements with the Issuer as shall be necessary to secure payment of the principal of, premium, if any, and interest on the Bonds as when the same shall come due and payable; Resolution No. W-2021-06 Page 3 of 6 June 16, 2021 (c) on or before two (2) years from the date hereof (or such later date as shall be mutually satisfactory to the Issuer and the Company) the Issuer and the Company shall have agreed to mutually acceptable terms and conditions of the contracts and agreements referred to in paragraph (b) of this Section 4; (d) the Issuer shall have received an opinion of bond counsel that, with certain customary exceptions, such of the Bonds which it is intended shall be issued as tax- exempt obligations may be so issued pursuant to the provisions of the Internal Revenue Code of 1986; (e) if required, the Issuer shall have received an allocation of the State ceiling on private activity bonds imposed by Section 146 of the Internal Revenue Code of 1986 in an amount equal to the aggregate face amount of such of the Bonds as shall be issued as tax-exempt obligations, and shall have allocated such amount to the Bonds; (f) the Issuer shall have received evidence that the county, city, or town within whose planning jurisdiction the Project lies has approved the Project and the Bonds or such other evidence satisfactory to the Issuer that the Project will be welcomed by the community in which the Project will be located; and (g) such other conditions as in the judgement of the Issuer and bond counsel are necessary to ensure the validity of the Bonds and the tax-exempt status of such of the Bonds as shall be issued as tax-exempt obligations. Section 5. The proper officials of the Issuer are hereby authorized to take such further action as is necessary to carry out the intent and purposes hereof under the terms and conditions stated herein and in compliance with the applicable provisions of law. Section 6. That it is deemed necessary and advisable that the Indemnification and Compensation Agreement be approved and executed for and on behalf of the Issuer. Section 7. That an Indemnification and Compensation Agreement by and between the Issuer and the Company be, and the same is hereby, approved and authorized and the Chair of the Issuer is hereby authorized to execute the Indemnification and Compensation Agreement on behalf of the Issuer. Section 8. Each Bond, when and if issued, shall substantially state the following language on the face thereof: THE OBLIGATIONS OF THE ISSUER HEREUNDER SHALL NOT BE DEEMED TO BE A DEBT, LIABILITY, OBLIGATION, OR PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF WASHINGTON, OF ANY MUNICIPALITY, OR OF ANY MUNICIPAL CORPORATION, QUASI MUNICIPAL CORPORATION, SUBDIVISION, OR AGENCY OF THE STATE OF Resolution No. W-2021-06 Page 4 of 6 June 16, 2021 WASHINGTON, OR TO PLEDGE ANY OR ALL OF THE FAITH AND CREDIT OF ANY OF THESE ENTITIES. NEITHER THE STATE OF WASHINGTON, THE ISSUER, ANY MUNICIPALITY, OR ANY OTHER MUNICIPAL CORPORATION, QUASI MUNICIPAL CORPORATION, SUBDIVISION, OR AGENCY OF THE STATE OF WASHINGTON IS OBLIGATED TO PAY THE PRINCIPAL OR THE INTEREST THEREON. NO TAX FUNDS OR GOVERNMENTAL REVENUE MAY BE USED TO PAY THE PRINCIPAL OR INTEREST THEREON. NEITHER ANY OR ALL OF THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF WASHINGTON, THE ISSUER, IF ANY, OR ANY MUNICIPAL CORPORATION, QUASI MUNICIPAL CORPORATION, SUBDIVISION, OR AGENCY THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OR OF THE INTEREST ON THE BONDS. Section 9. This Resolution shall be effective after its adoption. ADOPTED by the Washington Economic Development Finance Authority this 16th day of June, 2021. WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY Resolution No. W-2021-06 Page 5 of 6 June 16, 2021 EXHIBIT A DESCRIPTION OF PROJECT AND SITE The Project will consist of: Acquisition, construction and equipping of a chemical manufacturing plant using plastic waste, located near 19620 67th Ave NE, Arlington, Snohomish County, 98223. City of Arlington Council Agenda Bill Item: NB #4 Attachment F Indians to get their feedback. Speaking to the current and former Tribal Chair, they concurred that the statement from the City is appreciated. They also stated their desire for the acknowledgement to create more unity than division. The Tribe suggested an annual proclamation might be a better more unifying approach to the acknowledgement. Land Acknowledgement Mike Hopson, October 12, 2021 Monday, October 11th, is traditionally recognized as Columbus Day, and now also as Indigenous Peoples Day. I propose that from this date forward the Arlington City Council begins its meetings with both the Pledge of Allegiance and a statement of Land Acknowledgement. A land acknowledgement shares a commitment to honoring Native communities, educates all within a community in local history, and can demonstrate a sustained commitment to building authentic community relationships to advance equity for all. By honoring those who inhabited the land before us, we help to build understanding around the history of our land and its indigenous people, as well as set the tone for honoring all people who have been historically marginalized or underserved. Dr. Chris Sweating, Arlington Public Schools Statement of Land Acknowledgement We honor the first peoples of these lands by acknowledging that the area in which we gather is within the traditional territory of the Stillaguamish Tribe of Indians. The Stillaguamish people have inhabited these lands and waters since time immemorial and their ancestors have remained in this territory to this day. The Stillaguamish people have continued to practice the traditional way of their ancestors of fishing, hunting, and gathering. The Stillaguamish Tribe has had these lands and cultural traditions passed on to them by their ancestors who believed that everything has a spirit and that they are caretakers of these lands and waters. MEMO City of Arlington Administration To: Paul Ellis, City Administrator From: Barb Tolbert, Mayor Date: November 3, 2021 Subject: Land Acknowledgement At the October 11, 2021 Council meeting, Councilmember Hopson requested that the Council read a land acknowledgement at each Council meeting. Council requested we contact the Stillaguamish tribe to get their feedback. Speaking to the current and former Tribal Chair, they concurred that the statement from the City is appreciated. They also stated their desire for the acknowledgement to create more unity than division. The Tribe suggested an annual proclamation might be a better more unifying approach to the acknowledgement. They thought it would be a nice recognition because the lands of Arlington were their homeland. In our conversation, they recognized the best way to honor the territory, villages and gravesites, as well as the treaty, is to continue to work with them in our government-to- government relationship, and educate the public on the Tribes story. It would be advisable to highlight how much we do together, and to show we are a great community, and that this area is all of our homeland now. We can be a strong community by knowing and respecting each other. Having a plaque engraved and on display in Council chambers would be an additional way to honor the Tribe. With those conversations in mind, here is a sample of a land acknowledgement proclamation that honors the conversations: We honor the first peoples of these lands by acknowledging that the area in which we gather is within the traditional territory of the Stillaguamish Tribe of Indians. The Stillaguamish people have inhabited these lands and waters since time immemorial, and their ancestors remain in this territory to this day. The Stillaguamish Tribe have held these lands and have cultural traditions passed on to them by their ancestors, who believed they are caretakers of lands and waters. The Stillaguamish continue to be leading contributors to the areas natural resource preservation, social outreach programs, and are active contributors to building Arlington’s future. PROCLAMATION We honor the first peoples of these lands by acknowledging that the area in which we gather is within the traditional territory of the Stillaguamish Tribe of Indians. The Stillaguamish people have inhabited these lands and waters since time immemorial, and their ancestors remain in this territory to this day. The Stillaguamish Tribe have held these lands and have cultural traditions passed on to them by their ancestors, who believed they are caretakers of lands and waters. The Stillaguamish Tribe continues to be leading contributors to the areas natural resource preservation, social outreach programs, and are active contributors to building Arlington’s future. NOW, THEREFORE, Barbara Tolbert, Mayor of Arlington, does hereby proclaim October 10, 2022 as INDIGENOUS PEOPLES DAY And encourages all residents to recognize the Stillaguamish Tribe of Indians as the original inhabitants of Arlington. _________________________________ ____________________ Barbara Tolbert, Mayor Date WSs City of Arlington Council Agenda Bill Item: NB #5 Attachment G Phase 2 will complete the renovation, including a new roof, insulation, HVAC, windows, and concrete/asphalt exterior work. November 2, 2021 Project Name: City of Arlington Innovation Center II Contractor Name Base Bid Amount A B C D E F G Bid Form Addenda Bidders Bid Supplemental Non Subcontractor signed Acknowledge Qualif.Bond Certificate of Declaration Collusion Listing Form Security Form Debarment of Bidder Affidavit w/in 1- hour Diverse Contractors $548,863.00 YES YES YES YES YES YES YES Trico Companies, LLC $498,104.00 YES YES YES YES YES YES YES Washington State Department of Commerce www.commerce.wa.gov Grant to City of Arlington through T he 2022 Local & Community Projects Program For Arlington Innovation Center (Arlington) - to complete the renovation of the innovation center. Start date : 7/1/2021 DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C 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.............................................................................. 6 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 L eased Property Performance Measure..................... 7 16. Modification to the Project Budget .......................................................... 8 17. Signage, Markers and Publications......................................................... 8 18. Historical and Cultural Artifacts............................................................... 8 19. Reappropriation ..................................................................................... 8 20. Termination for Fraud or Misrepresentation ............................................ 9 General Terms and Conditions ..................................................................................... 1 1. Definitions.............................................................................................. 1 2. Access to Data....................................................................................... 1 3. Advance Payments Prohibited................................................................ 1 4. All Writings Contained Herein................................................................. 1 5. Amendments ......................................................................................... 1 6. Americans with Disabilities Act (ADA)..................................................... 2 7. Assignment............................................................................................ 2 8. Attorney’s Fees...................................................................................... 2 9. Audit ...................................................................................................... 2 10. Breaches of Other State Contracts ..…………………………………………3 11. Confidentiality/Safeguarding of Information............................................. 3 12. Conflict of Interest .................................................................................. 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 ................................................................ 5 20. Laws...................................................................................................... 6 21. Licensing, Accreditation and Registration ............................................... 6 22. Limitation of Authority............................................................................. 6 23. Noncompliance with Nondiscrimination Laws .......................................... 6 24. Pay Equity……………………………………………………………………….6 25. Political Activities ................................................................................... 7 26. Publicity ................................................................................................. 7 27. Recapture .............................................................................................. 7 28. Records Maintenance ............................................................................ 7 DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C 29. Registration with Department of Revenue ............................................... 7 30. Right of Inspection……………………………………………………..……….7 31. Savings ................................................................................................. 8 32. Severability ............................................................................................ 8 33. Site Security .......................................................................................... 8 34. Subgranting/Subcontracting ................................................................... 8 35. Survival ................................................................................................. 8 36. Taxes .................................................................................................... 8 37. Termination for Cause............................................................................ 8 38. Termination for Convenience ................................................................. 9 39. Termination Procedures ......................................................................... 9 40. Treatment of Assets ............................................................................. 10 41. Waiver…………………………………………………………………………..10 Attachment A, Scope of Work; Attachment B, Budget; Attachment C, Availability of Funds; Attachment D Certification of Prevailing Wages; Attachment E, Certification of LEED DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C FACE SHEET Grant Number: 22 -96634-006 Washington State Department of Commerce Local Government Division Community Capital Facilities Unit 1. GRANTEE 2. GRANTEE Doing Business As (optional) City of Arlington 238 N Olympic Avenue Arlington , Washington 98223 3. Grantee Representative 4. COMMERCE Representative Sarah Lopez Community Revitalization Project Manager 360-403-3448 slopez@arlingtonwa.gov Kari Sample Project Manager (360) 764-3090 kari.sample@commerce.wa.gov P.O. Box 42525 1011 Plum Street SE Olympia, WA 98504-2525 5. Grant Amount 6. Funding Source 7. Start Date 8. End Date $364,560.00 Federal: State: Other: N/A: 7/1/2021 6/30/2025 9. Federal Funds (as applicable) N/A Federal Agency N/A CFDA Number N/A 10. Tax ID # 11. SWV # 12. UBI # 13. DUNS # 91-6001401 0001819-00 311-001-370 N/A 14. Grant Purpose The outcome of this performance -based contract is to complete renovations of the Innovation Center as referenced in Attachment A – Scope of Work. COMMERCE, defined as the Department of Commerce, and the GRANTEE, as defined above, acknowledge and accept the terms of this Grant and attachments and have executed this Grant on the date below to start as of the date and year referenced above. The rights and obligations of both parties to this Grant are governed by this Grant and the following other documents incorporated by reference: Grant Terms and Conditions including Attachment “A” – Scope of Work, Attachment “B” – Budget, Attachment “C” – Certification of Availability of Funds to Complete the Project, Attachment “D” – Certification of the Payment and Reporting of Prevailing Wages, Attachment “E” – Certification of Intent to Enter LEED process. FOR GRANTEE FOR COMMERCE Barbara Tolbert , Mayor Date Mark K. Barkley , Assistant Director Date APPROVED AS TO FORM Steve Scheele, Assistant Attorney General 7-26-2021 Date DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C 7/29/2021 | 2:48 PM PDT 8/2/2021 | 7:41 AM PDT SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 2 THIS CONTRACT, entered into by and between City of Arlington (a Unit of Local Government hereinafter referred to as the GRANTEE), and the Washington State Department of Commerce (h ereinafter 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 1075, made an appropriation to support the 2022 Local & Community Projects Program, and directed COMMERCE to administer those funds; and WHEREAS, the enabling legislation also stipulates that the GRANTEE is eligible to receive funding for 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 $364,560.00 for the capital costs necessary for or incidental to the performance of work as set forth in the Scope of Work. 3. CERTIFICATION OF FUNDS PERFORMANCE MEASURES A. The release of state funds under this contract is contingent upon the GRANTEE certifying that it has expended or has access to funds from non-state sources as set forth in ATTACHMENT C (CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE PROJECT), hereof. Such non-state sources may consist of a combination of any of the following: i) Eligible Project expenditures prior to the execution of thi s contract. ii) Cash dedicated to the Project. iii) Funds available through a letter of credit or other binding loan commitment(s). iv) Pledges from foundations or corporations. v) Pledges from individual donors. DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 3 vi) The value of real property when acquired solely for the purposes of this Project, as established and evidenced by a current market value appraisal performed by a licensed, professional real estate appraiser, or a current property tax statement. COMMERCE will not consider appraisals for pros pective 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 o r 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 Pr oject 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 expendit ure 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 promisso ry 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 c ommitment period E. Subordination. COMMERCE may agree to subordinate its deed of trust upon request from a private or public lender. Any such request shall be submitted to COMMERCE in writing, and DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 4 COMMERCE shall respond to the request in writing within th irty (30) days of receiving the request. 6. BASIS FOR ESTABLISHI NG 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 one-hundred percent (100%) of eligible Project expenditures, up to the maximum payable under this contract. When requesting reimbursement for expenditures made, the GRANTEE shall 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 incl uding 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 electroni c funds transfer, as applicable that confirms that they have paid each expenditure being claimed. The cancelled checks or electronic funds transfers may be submitted to COMMERCE at the time the voucher is initially submitted, or within thirty (30) days thereafter. The voucher must be certified (signed) by an official of the GRANTEE with authority to bind the GRANTEE . The final voucher shall be submitted to COMMERCE within sixty (60) days following the DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 5 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 sinc e 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 und er this Agreement shall be made by COMMERCE. Duplication of Billed Costs The GRANTEE shall not bill COMMERCE for services performed under this Agreement, and COMMERCE shall not pay the GRANTEE, if the GRANTEE is entitled to payment or has been or will be paid by any other source, including grants, for that service. Disallowed Costs The GRANTEE is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subgrantees. 9. SUBCONTRACTOR DATA COLLECTION GRANTEE will submit reports, in a form and format to be provided by Commerce and at intervals as agreed by the parties, regarding work under this Grant performed by subcontractors and the portion of Grant funds expended for work performed by subcontractors, including but not 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 o f 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, whi le 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 valid and collectable insurance. The GRANTEE shall instruct the insurers to give COMMERCE thirty (30) calendar days advance notice of any insurance cancellation or mo dification. DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 6 The GRANTEE shall submit to COMMERCE within fifteen (15) calendar days of the Grant start date, a certificate of insurance which outlines the coverage and limits defined in this insurance section. During the term of the Grant, the GRANTEE shall submit renewal certificates not less than thirty (30) calendar days prior to expiration of each policy required under this section. The GRANTEE shall provide insurance coverage that shall be maintained in full force and effect during the term of this Grant, as follows: Commercial General Liability Insurance Policy. Provide a Commercial General Liability Insurance Policy, including contractual liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of Grant activity but no less than $1,000,000 per occurrence. Additionally, the GRANTEE is responsible for ensuring that any Subgrantees provide adequate insurance coverage for the activities arising out of subgrants. Fidelity Insurance. Every officer, direc tor, 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 sha ll 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 thi s Agreement. 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: DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 7  Applicable federal and state of Washington statutes and regulations  Special Terms and Condit ions  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 und er 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 cla ims 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 th e 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 o r purposes stated elsewhere in this contract. C. In the event the GRANTEE is found to be out of compliance with this section, the GRANTEE shall repay to the state general fund the principal amount of the grant, plus interest calculated at the rate of interest on state of Washington general obligation bonds issued most closely to the effective date of the legislation in which the subject facility was authorized. Repayment shall be made pursuant to Section 26 (Recapture provision) of the General Terms and Conditions . 15. CHANGE OF USE FOR LEASED PROPERTY PERFORMANCE MEASURE A. The GRANTEE understands and agrees that any facility leased by the GRANTEE that is constructed, renovated, or otherwise improved using state funds under this contract shall be used 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. DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 8 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 princ ipal 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 wa s authorized. Repayment shall be made pursuant to Section 26 (Recapture provision) of the General Terms and Conditions . 16. MODIFICATION TO THE PROJECT BUDGET A. Notwithstanding any other provision of this contract, the GRANTEE may, at its discretion, make modifications to line items in the Project Budget (Attachment B), hereof, that will not increase the line item by more than fifteen percent (15%). B. The GRANTEE shall notify COMMERCE in writing (by email or regular mail) when proposing any budget modification or modifications to a line item in the Project Budget (Attachment B,) hereof, that would increase the line item by more than fifteen percent (15%). Conversely, COMMERCE may initiate the budget modification approval process if presented with a request for payment under this contract that would cause one or more budget line items to exceed the 15 percent (15%) threshold increase described above. C. Any such budget modification or modifications as described above shall require the written approval of COMMERCE (by email or regular mail), and such written approval shall amend the Project Budget. Each party to this contract will retain and make any and all documents related to such budget modifications a part of their respective contract file. D. Nothing in this section shall be construed to permit an increase in the amount of funds available for the Project, as set forth in Section 2 of this contract. 17. SIGNAGE, MARKERS AND PUBLICATIONS If, during the period covered by this contract, the GRANTEE displays or circulates any communication, publication, or donor recognition identifying the financial participants in the Project, any such communication or publication must identify “The Taxpayers of Washington State” as a participant. 18. HISTORICAL AND CULTURAL ARTIFACTS Prior to approval and disbursement of any funds awarded under this Contract, GRANTEE shall cooperate with COMMERCE to complete the requirements of Governor’s Executive Order 05-05 or Executive Order 21-02, where applicable, or GRANTEE shall complete a review under Section 106 of the National Historic Preservation Act, if applicable. GRANTEE agrees that the GRANTEE is legally and financially responsible for compliance with all laws, regulations, and agreements related to the preservation of historical or cultural resources and agrees to hold harmless COMMERCE and the state of Washington in relation to any claim related to such historical or cultural resources discovered, disturbed, or damaged as a result of the project funded by this Contract. In addition to the requirements set forth in this Contract, GRANTEE shall, in accordance with Governor’s Executive Order 05-05 or Executive Order 21-02 as applicable, coordinate with Commerce and the Washington State Department of Archaeology and Historic Preservation (“DAHP”), including any recommended consultation with any affected tribe(s), during Project design and prior to construction to determine the existence of any tribal cultural resources affected by Project. GRANTEE agrees to avoid, minimize, or mitigate impacts t o the cultural resource as a continuing prerequisite to receipt of funds under this Contract. DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 9 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 ident ified 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 S cope of W ork attached hereto. In addition to the requirements set forth in this Contract, GRANTEE agrees to comply with RCW 27.44 regarding Indian Graves and Records; RCW 27.53 regarding Archaeological Sites and Resources; RCW 68.60 regarding Abandoned and Historic Cemeteries and Historic Graves; and WAC 25-48 regarding Archaeological Excavation and Removal Permits. Completion of the requirements of Section 106 of the National Historic Preservation Act shall substitute for completion of Governor’s Executive Order 05-05 and Executive Order 21-02. In the event that the GRANTEE finds it necessary to amend the Scope of Work the GRANTEE may be required to re-comply with Governor's Executive Order 05-05, Executive Order 21-02, or Section 106 of the National Historic Preservation Act. 19. REAPPROPRIATION A. The parties hereto understand and agree that any state funds not expended by June 30, 2023 will lapse on that date unless specifically reappropriated by the Washington State Legislature. If funds are so reappropriated, the state's obligation under the terms of this contract shall be contingent upon the terms of such reappropriation. B. In the event any funds awarded under this contract are reappropriated for use in a future biennium, COMMERCE reserves the right to assign a reasonable share of any such reappropriation for administrative costs. 20. TERMINATION FOR FRAUD OR MISREPRESENTATION In the event the GRANTEE commits fraud or makes any misrepresentation in connection with the Grant application or during the performance of this contract, COMMERCE reserves the right to terminate or amend this contract accordingly, including the right to recapture all funds disbursed to the GRANTEE under the Grant . DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 1 1. DEFINITIONS As used throughout this Grant, the following terms shall have the meaning set forth below: A. “Authorized Representative” shall mean the Director and/or the designee authorized in writing to act on the Director’s behalf. B. “COMMERCE” shall mean the Department of Commerce. C. "GRANTEE " shall mean the entity identified on the face sheet performing service(s) under this Grant, and shall include all employees and agents of the GRANTEE. D. “Personal Information” shall mean information identifiable to any person, including, but not limited to, information that relates to a person’s name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers. E. ”State” shall mean the state of Washington. F. "Subgrantee/subcontractor" shall mean one not in the employment of the GRANTEE, who is performing all or part of those services under this Grant under a separate Grant with the GRANTEE. The terms “subgrantee/subcontractor” refers to any tier. G. “Subrecipient” shall mean a non-federal entity that expends federal awards received from a pass-through entity to carry out a federal program, but does not include an individual that is a beneficiary of such a program. It also excludes vendors that receive federal funds in exchange for goods and/or services in the course of normal trade or commerce. H. “Vendor” is an entity that agrees to provide the amount and kind of services requested by COMMERCE; provides services under the grant only to those beneficiaries individually determined to be eligible by COMMERCE and, provides services on a fee -for-service or per-unit basis with contractual penalties if the entity fails to meet program performance standards. 2. ACCESS TO DATA In compliance with RCW 39.26.180, the GRANTEE shall provide access to data generated under this Grant to COMMERCE, the Joint Legislative Audit and Review Committee, an d 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. N o other understandings, oral or otherwise, regarding the subject matter of this Grant shall be deemed to exist or to bind any of the parties hereto. 5. AMENDMENTS This Grant may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 2 6. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the “ADA” 28 CFR Part 35 The GRANTEE must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 7. ASSIGNMENT Neither this Grant, nor any claim arising under this G rant, 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, eac h party agrees to bear its own attorney’s 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 s ubgrantees also maintain auditable records. The GRANTEE is responsible for any audit exceptions incurred by its own organization or that of its s ubgrantees. 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 availa ble for review by COMMERCE. C. Documentation Requirements The GRANTEE must send a copy of the audit report described above no later than nine (9) months after the end of the GRANTEE ’s fiscal year(s) by sending a scanned copy to auditreview@commerce.wa.gov or a hard copy to: Department of Commerce ATTN: Audit Review and Resolution Office 1011 Plum Street SE PO Box 42525 Olympia WA 98504-2525 In addition to sending a copy of the audit, when applicable, the GRANTEE must include: DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 3  Corrective action plan for audit findings within three (3) months of the audit being received by COMMERCE.  Copy of the Management Letter. If the GRANTEE is required to obtain a Single Audit consistent with Circular A -133 requirements, a copy must be provided to COMMERCE; no other report is required. 10. BREACHES OF OTHER STATE CONTRACTS GRANTEE is expected to comply with all other contracts executed between GRANTEE and the State of Washington. A breach of any other agreement entered into between GRANTEE and the State of Washington may, in COMMERCE's discretion, be deemed a breach of this Agreement. 11. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION A. “Confidential Information” as used in this section includes: 1. All material provided to the GRANTEE by COMMERCE that is designated as “confidential” by COMMERCE; 2. All material produced by the GRANTEE that is designated as “confidential” by COMMERCE; and 3. All personal information in the possession of the GRANTEE that may not be disclosed under state or federal law. “Personal information” includes but is not limited to information related to a person’s name, health, finances, education, business, use of government services, addresses, telephone numbers, social security number, driver’s license number and ot her 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 dis closure 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 con sent 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 Informati on 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 involvi ng the GRANTEE in the procurement of, or performance under this contract. DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 4 Specific restrictions apply to contracting with current or former state employees pursuant to chapter 42.52 of the Revised Code of Washington. 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 identif ied 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 th e 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. COMM ERCE 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, advert isements, 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 G rant, 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 su ch 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:  be in writing;  state the disputed issues;  state the relative positions of the parties;  st ate the GRANTEE 's name, address, and Contract number; and DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 5  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 s end a written answer to the requestor’s statement to both the Director or the Director’s designee and the requestor within five (5) working days. The Director or designee shall review the written statements and reply in writing to both parties within ten (10) working days. The Director or designee may extend this period if necessary by notifying the parties. The decision shall not be admissible in any succeeding judicial or quasi -judicial proceeding. The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal. Nothing in this Grant shall be construed to limit the parties’ choice of a mutually acceptable alternate dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above. 15. DUPLICATE PAYMENT COMMERCE shall not pay the GRANTEE, if the GRANTEE has charged or will charge the State of Washington or any other party under any other Grant, subgrant/subcontract, or agreement, for the same services or expenses. 16. GOVERNING LAW AND VENUE This Grant shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 17. INDEMNIFICATION To the fullest extent permitted by law, the GRANTEE shall indemnify, defend, and hold harmless the state of Washington, COMMERCE, agencies of the state and all officials, agents and employees of the state, from and against all claims for injuries or death arisin g 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 attorney’s fees, attributable for bodily injury, sickness, disease, or death, or injury to or the destruction of tangible property including loss of use resulting therefrom. The GRANTEE’s obligation to indemnify, defend, and hold harmless inclu des 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 wi ll the GRANTEE make any claim of right, privilege or benefit which would accrue to such officer or employee under law. Conduct and control of the work will be solely with the GRANTEE. 19. INDUSTRIAL INSURANCE COVERAGE DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 6 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 o f Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I’s rights to collect from the GRANTEE . 20. LAWS The GRANTEE shall comply with all applicable laws, ordinances, codes, regulations and policies of local and state and federal governments, as now or hereafter amended. 21. LICENSING, ACCREDITATION AND REGISTRATION The GRANTEE shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Contract. 22. LIMITATION OF AUTHORITY Only the Authorized Representative or Authorized Representative’s delegate by writing (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, ame nd, 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 refus al to comply with any nondiscrimination law, regulation or policy, this Grant may be rescinded, canceled or terminated in whole or in part, and the GRANTEE may be declared ineligible for further Grants with COMMERCE. The GRANTEE shall, however, be given a reasonable time in which to cure this noncompliance. Any dispute may be resolved in accordance with the “Disputes” procedure set forth herein. The funds provided under this contract may not be used to fund religious worship, exercise, or instruction. No person shall be required to participate in any religious worship, exercise, or instruction in order to have access to the facilities funded by this grant. 24. PAY EQUITY The GRANTEE agrees to ensure that “similarly employed” individuals in its workforce are compensated as equals, consistent with the following: a. Employees are “similarly employed” if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed; b. GRANTEE may allow differentials in compensation for its workers if the differentials are based in good faith and on any of the following: (i) A seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation levels. DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 7 (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 com pensation 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 servic es 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 whic h 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 If required by law, the GRANTEE shall complete registration with the Washington State Department of Revenue. 30. RIGHT OF INSPECTION DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 8 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 calenda r 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 s ubgrantee/subcontractor shall enter into subgrants/subcontracts for any of the work contemplated under this contract without obtaining prior written appro val of COMMERCE. In no event shall the existence of the subgrant/subcontract operate to release or reduce the liability of the GRANTEE to COMMERCE for any breach in the performance of the GRANTEE’s duties. This clause does not include Grants of employmen t between the GRANTEE and personnel assigned to work under this Grant. Additionally, the GRANTEE is responsible for ensuring that all terms, conditions, assurances and certifications set forth in this agreement are carried forward to any subgrants/subcontracts. GRANTEE and its subgrantees/subcontractors agree not to release, divulge, publish, transfer, sell or otherwise make known to unauthorized persons personal information without the express written consent of COMMERCE or as provided by law. 35. SURVIVAL The terms, conditions, and warranties contained in this Grant that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Grant shall so survive. 36. TAXES All payments accrued on account of payroll taxes, unemployment contributions, the GRANTEE’s income or gross receipts, any other taxes, insurance or expenses for the GRANTEE or its staff shall be the sole responsibility of the GRANTEE. 37. TERMINATION FOR CAUSE In the event COMMERCE determines the GRANTEE has failed to comply with the conditions of this Grant in a timely manner, COMMERCE has the right to suspend or terminate this Grant. Before DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 9 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 t o, 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 wri tten 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 ac quired 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 comp leted 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 tha t 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 determ ination 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 d irected by the AUTHORIZED REPRESENTATIVE , the GRANTEE shall: 1. Stop work under the Grant on the date, and to the extent specified, in the notice; 2. Place no further orders or subgrants/subcontracts for materials, services, or facilities except as may be neces sary for completion of such portion of the work under the Grant that is not terminated; 3. Assign to COMMERCE , in the manner, at the times, and to the extent directed by the AUTHORIZED REPRESENTATIVE, all of the rights, title, and interest of the GRANTEE under the orders and subgrants/subcontracts so terminated, in which case COMMERCE has the right, at its DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 10 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 t he 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 t hereof 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 respons ible for any loss or damage to property of COMMERCE that results from the negligence of the GRANTEE or which results from the failure on the part of the GRANTEE to maintain and administer that property in accordance with sound management practices. C. If any COMMERCE property is lost, destroyed or damaged, the GRANTEE shall immediately notify COMMERCE and shall take all reasonable steps to protect the property from further damage. D. The GRANTEE shall surrender to COMMERCE all property of COMMERCE prior to settlement upon completion, termination or cancellation of this Grant All reference to the GRANTEE under this clause shall also include GRANTEE'S employees, agents or subgrantees/subcontractors . 41. WAIVER Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this Grant unless stated to be such in writing and signed by Authorized Representative of COMMERCE . DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C Attachment A Scope of Work Funds awarded under this grant to the City of Arlington shall be used for the renovation of the Innovation Center located at 404 North Olympic Ave, Arlington, Washington 98223. Renovation improvements will include but not be limited to installation of roof, replacing windows , installation of HVAC system, and improvements to paving around the building grounds. This project will serve as a benefit to the community by providing a meeting space for business training and mentorship. This project is expected to be completed in S eptember 2022. All project work completed with prior legislative approval. The “Copyright Provisions”, Section 12 of the General Terms and Conditions, are not intended to apply to any architectural and engineering design work funded by this grant. CERTIFICATION PERFORMANCE MEASURE The GRANTEE, by its signature, certifies that the declaration set forth above has been reviewed and approved by the GRANTEE’s governing body as of the date and year written below. ______________________________________ GRANTEE ______________________________________ TITLE _____________________________________ DATE DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C 7/29/2021 | 2:48 PM PDT Mayor Attachment B Budget Line Item Amount Architecture & Engineering $0.00 Site Acquisition $0.00 Construction $364,560.00 Capitalized Equipment $0.00 Contingency $0.00 Other-Construction Management $0.00 Total Contracted Amount: $364,560.00 CERTIFICATION PERFORMANCE MEASURE The GRANTEE, by its signature, certifies that the Project Budget set forth above has been reviewed and approved by the GRANTEE’s governing body or board of directors, as applicable, as of the date and year written below. ______________________________________ GRANTEE ______________________________________ TITLE _____________________________________ DATE DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C Mayor 7/29/2021 | 2:48 PM PDT Attachment C Certification of the Availability of Funds to Complete the Project Non-State Funds Amount Total Total Non-State Funds $0.00 $0.00 State Funds State Capital Budget $364,560.00 $364,560.00 Total Non-State and State Sources $364,560.00 CERTIFICATION PERFORMANCE MEASURE The GRANTEE, by its signature, certifies that project funding from sources other than those provided by this contract and identified above has been reviewed and approved by the GRANTEE’s governing body or board of directors, as applicable, and has either been e xpended for eligible Project expenses, or is committed in writing and available and will remain committed and available solely and specifically for carrying out the purposes of this Project as described in elsewhere in this contract, as of the date and year written below. The GRANTEE shall maintain records sufficient to evidence that it has expended or has access to the funds needed to complete the Project, and shall make such records available for COMMERCE ’S review upon reasonable request. ______________________________________ GRANTEE ______________________________________ TITLE _____________________________________ DATE DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C Mayor 7/29/2021 | 2:48 PM PDT Attachment D Certification of the Payment and Reporting of Prevailing Wages CERTIFICATION PERFORMANCE MEASURE The GRANTEE, by its signature, certifies that all contractors and subcontractors performing work on the Project shall comply with prevailing wage laws set forth in Chapter 39.12 RCW, as of May 18, 2021, including but not limited to the filing of the “Statement of Intent to Pay Prevail ing Wages” and “Affidavit of Wages Paid” as required by RCW 39.12.040. The GRANTEE shall maintain records sufficient to evidence compliance with Chapter 39.12 RCW, and shall make such records available for COMMERCE’S review upon request. If any state funds are used by the GRANTEE for the purpose of construction, applicable State Prevailing Wages must be paid. The GRANTEE, by its signature, certifies that the declaration set forth above has been reviewed and approved by the GRANTEE ’s governing body as of the date and year written below. ______________________________________ GRANTEE ______________________________________ TITLE _____________________________________ DATE DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C Mayor 7/29/2021 | 2:48 PM PDT Attachment E Certification of Intent to Enter the Leadership in Energy and Environmental De sign (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 th e 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 s et forth above has been reviewed and approved by the GRANTEE’s governing body or board of directors, as applicable, as of the date and year written below. ______________________________________ GRANTEE ______________________________________ TITLE _____________________________________ DATE DocuSign Envelope ID: FDFC50BA-C704-4CA2-9685-5B8979D5707C Not Applicable City of Arlington Council Agenda Bill Item: NB #6 Attachment H a new 6” HP pipeline to be located adjacent to the existing pipeline. The project th pipeline. This contract did not include a legally described route for the pipeline installation at that WHEN RECORDED RETURN TO: CASCADE NATURAL GAS CORPORATION 1520 SOUTH SECOND STREET MOUNT VERNON, WA 98273 ATTENTION: JAMES HOBBS RIGHT OF WAY EASEMENT CNG317 City: Arlington County: Snohomish W.O.#: The undersigned City of Arlington. a Washington municipal corporation (hereinafter referred to as the "Grantor"), for and in consideration of mutual benefit of the parties and other good and valuable consideration, the receipt of which is hereby ·acknowledged, does hereby grant, convey, and warrant to CASCADE NATURAL GAS CORPORATION, a Washington corporation (hereinafter referred to as the "Grantee"), a nonexclusive easement over the following described property of the Grantor: PROPERT Y DESCRIPT ION: Tract D, Jensen Farm Di vision 2, 9712125002 TAX PARCEL NUMBER: 00875500099900 EASEMENT DESCRIPTION: To further define the legal description of the existing easement AFN 1491152 see exhibits A and B attached hereto and made a part hereof. The Grantee is granted the right to construct, install, operate, maintain, protect, improve, repair, and abandon in place a natural gas pipeline or pipelines, regulation devices, and metering equipment under, over, through, and across the above-described property. The Grantee is further granted an easement for the nonexclusive right of access to and from said property for the purpose of utilizing the rights herein granted. The term "pipeline" includes gas lines, services, machinery, equipment, and facilities related to the operation or maintenance of said gas lines. The Grantor, on behalf of itself and its agents, invitees and licensees, agrees not to impair or interfere with the full use and enjoyment by the Grantee of the rights herein granted. Without limiting the generality of the foregoing, the Grantor shall not erect any structure within the easement area or conduct or permit any activities that may impair or interfere with the rights herein granted. Grantor agrees to cooperate with Grantee to obtain all necessary permits, licenses and governmental action so that Grantee may enjoy the full use and benefit of this right-of-way easement. The Grantee agrees to hold the Grantor harmless from any loss, cost, or damage resulting from the Grantee's negligence in connection with the operation or maintenance of any pipelines installed under or over the easement premises and the Grantor agrees to hold the Grantee harmless from any loss, cost, or damage caused by the Grantor, its agents, invitees, or I icensees or from any breach of this easement. Cascade Natural Gas Corporation Right of Way Easement EXHIBIT A NATURAL GAS EASEMENT LEGAL DESCRIPTION THAT PORTION OF TRACT D, ACCORDING TO THE PLAT OF JENSEN FARM DIVISION 2, AS RECORDED UNDER AUDITOR'S FILE NUMBER 97U125002, LYING WITHIN THE NORTHEAST QUARTE R OF THE SOUT HEAST QUARTER OF SECTION 11, TOWNSHIP 31 NORTH, RANGE 5 EAST, WILLAMETTE M6RIDIAN IN SNOHOMISH COUNTY, WASHINGTO N, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF UNIT 10-A OF KENT PRAIRIE 9 AND 10 CONDOMINIUM AS RECORDED UNDER AUDITOR'S FILE N UMBER 200303205005, RECORDS OF SNOHOMISH COUNTY, WASHINGTON; THENCE SOUTH 88°39'13" EAST ALONG THE SOUTHER LY LINE OF SAID UNIT 10-A, 39.57 FEET; THENCE SOUTH 11°09'02" EAST , 28.95 FEET TO THE BEGINNING OF A NON-TANGENT CURVE TO THE LEFT, THE CENTER WHICH BEARS SOUTH 15°44'39" EAST, HAVING A RADIUS OF 640.00 FEET, SAID POINT ALSO LYING ON THE NORTHERLY RIGHT OF WAY OF 207TH STREET NORTHEAST AND SOUTHERLY LINE OF SAID TRACT D, PER SAID PLAT OF JENSEN FARM DIVISION 2; THENCE ALONG SAID CURVE AND RIGHT OF WAY LINE 40.84 FEET, THROUGH A CENTRAL ANGLE OF 03°39'22; THENCE NORTH 19°24'02" WEST, 10.00 FEET TO THE NORTH LINE OF THE SOUTH 10.00 FEET OF TRACT D; TH ENCE NORTH 05°09'2.2" WEST, 32.36 FEET TO THE POINT OF BEGI N.N ING CONTAI NING 1,439 SQ. FT., MORE OR LESS SITUATE IN THE CITY OF ARLINGTON, SNOH OMISH COUNTY, WASHI NGTON 06p.Jpo.?t City of Arlington Council Agenda Bill Item: NB #7 Attachment I Panattoni Development Company, Inc., for the Amazon facility, in advance of the 172nd St. widening project planned by WSDOT. This property is owned by the City as a part of the Arlington Airport parcel. EXHIBIT “___” RIGHT OF WAY DEDICATION PARCEL NO. MULTIPLE (CITY OF ARLINGTON) THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 31 NORTH, RANGE 5 EAST OF THE WILLAMETTE MERIDIAN DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID SOUTHEAST QUARTER; THENCE SOUTH 87°34’26” EAST ALONG THE SOUTH LINE OF SAID SOUTHEAST QUARTER A DISTANCE OF 420.39 FEET; THENCE NORTH 02°25’34” EAST A DISTANCE OF 50.00 FEET TO THE NORTHERLY MARGIN OF 172ND STREET NORTHEAST; THENCE CONTINUING NORTH 02°25’34” EAST A DISTANCE OF 13.04 FEET; THENCE NORTH 82°51’07” WEST A DISTANCE OF 180.43 FEET; THENCE NORTH 86°30’09” WEST A DISTANCE OF 47.21 FEET; THENCE SOUTH 86°11’27” WEST A DISTANCE OF 47.21 FEET; THENCE NORTH 71°27’23” WEST A DISTANCE OF 36.39 FEET; THENCE NORTH 40°50’03” WEST A DISTANCE OF 57.58 FEET; THENCE SOUTH 80°53’44” WEST A DISTANCE OF 41.47 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE TO THE EAST HAVING A RADIUS OF 111.95 FEET, AND FROM WHICH POINT THE CHORD BEARS NORTH 10°59’54” WEST A DISTANCE OF 31.16 FEET; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 15°59’59” A DISTANCE OF 31.26 FEET; THENCE NORTH 03°00’00” WEST A DISTANCE OF 30.07 FEET; THENCE NORTH 88°24’40” WEST A DISTANCE OF 7.89 FEET TO THE EASTERLY MARGIN OF 43RD AVENUE NORTHEAST; THENCE CONTINUING NORTH 88°24’40” WEST A DISTANCE OF 16.00 FEET TO THE WEST LINE OF SAID SOUTHEAST QUARTER; THENCE SOUTH 01°35’20” WEST ALONG SAID WEST LINE A DISTANCE OF 177.31 FEET TO THE POINT OF BEGINNING AND THE END OF THIS DESCRIPTION. EXCEPT ANY PORTION THEREOF LYING WITHIN 172ND STREET NORTHEAST AND 43RD AVENUE NORTHEAST PREVIOUSLY DEDICATED FOR ROAD PURPOSES. CONTAINING 13,312 SQUARE FEET MORE OR LESS 09/10/2021 172ND STREET NE 43 R D A V E N U E N E CURVE TABLE CURVE #LENGTH RADIUS DELTA CHORD DIRECTION CHORD LENGTH N 2215 North 30th Street, Suite 200, Tacoma, WA 98403 253.383.2422 TEL 253.383.2572 FAX EXHIBIT "___" 09/10/2021 43rd Ave ROW Dedication Northeast Corner±City of Arlington Date: File: Cartographer: Maps and GIS data are distributed “AS-IS” without warranties of any kind, either express or implied, including but not limited to warranties of suitability for a particular purpose or use. Map data are compiled from a variety of sources which may contain errors and users who rely upon the information do so at their own risk. Users agree to indemnify, defend, and hold harmless the City of Arlington for any and all liability of any nature arising out of or resulting from the lack of accuracy or correctness of the data, or the use of the data presented in the maps. Scale: Name: EasementsLayouts Name of Map: 43rd Ave ROW NE 11/10/2021 akc Le g e n d 43rd Ave ROW Dedication NE Corner 172ND ST NE 172ND ST NESR 531 43RD AVE NE 1:1,200 43rd Ave ROW Dedication NE Aerial 2020 City of Arlington Council Agenda Bill Item: NB #8 Attachment J Panattoni Development Company, Inc., for the Amazon facility, in advance of the 172nd St. widening project planned by WSDOT. Arlington 2.5 M LLC, has purchased the real property, from the Church of 4837-2122-8027.3 CONTRACT TO DEDICATE REAL ESTATE Grantor: CORPORATION OF THE PRESIDENT OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS Address: c/o CBRE, 222 South Main Street, 4th Floor, Salt Lake City, UT 84101, Attn: Joseph Sanchez Grantee: CITY OF ARLINGTON Address: 238 N Olympic Avenue. Arlington, WA 98223 Developer: Arlington 2.5M LLC, a Delaware limited liability company c/o Panattoni Development Company, Inc., 1821 Dock St., Suite 100, Tacoma, WA 98402 IN CONSIDERATION of the benefits that will inure to the Grantor and the public, the undersigned does hereby give and grant to the City of Arlington (the “City”), upon the terms and conditions hereinafter stated, the right to purchase the following described real estate, being situated in the City of Arlington, County of Snohomish, State of Washington, to wit (the "ROW"): LEGAL DESCRIPTION See Exhibit A attached hereto. Grantor agrees that there are no improvements or personal property within the ROW and expressly waives all claims for damage, injury or loss on account of such removal by Grantor, or removal after this date by Grantee or Developer, of any improvements or personal property within the ROW. COMPENSATION BREAKDOWN: $27,950 (which is calculated at $13.00 per square foot of real property comprising the ROW) PLUS $1,750 Consulting Fee TOTAL: $29,700 NET PAYMENT DUE Grantor further agrees neither to sell nor encumber the said real estate during the term of the Contract to Dedicate. In the event that any buildings, fixtures, appurtenances, or other improvements are to pass to and become the property of the City in connection with the real property herein covered, Grantor agrees to keep the same in good condition without waste, damage or destruction. Grantor also agrees to allow the City permission to enter upon that part of Grantor’s remaining property necessary for the sole purpose of removing any improvements acquired by the City, which lies outside the right of way, and not retained by Grantor, or for the removal of foundations of improvements which are retained. 4837-2122-8027.3 Grantor acknowledges that Developer is compensating Grantor for dedication of the ROW from Grantor on behalf of the City. Developer will pay the compensation as outlined above to Grantor, and Grantor will convey the ROW to the City. Developer shall have the irrevocable right to exercise this Contract to Dedicate at any time within 120 days from the date of this Contract to Dedicate; and it is agreed that if, within the time above specified, the Developer shall declare its intention to exercise this Contract, including the right to purchase the ROW, Grantor will sign and execute a Statutory Warranty Deed when presented by Developer and receive payment of the above-stated "Net Payment Due" from Developer, less any amount that may be found due and payable to any mortgagee or other lien holder or for any past due taxes or taxes owed through the date Grantor executes the Statutory Warranty Deed. Unless stated to the contrary herein the conveyance shall include buildings, improvements, and appurtenances to the land described. Customary prorations will be made as of the closing date, including without limitation, real property taxes and general assessments. It is expressly understood that Developer and the City shall not be obligated further. It is understood and agreed that except as expressly stated herein closing costs will not accrue to Grantor and the City and/or Developer’s attorney and/or title company will prepare the necessary documents for closing and the City and/or Developer will pay the cost of recording all instruments conveying title to the City. Neither Developer nor the Grantor have engaged or utilized the services of a broker in connection with the transaction contemplated hereby. Developer and Grantor further agree to indemnify, defend and hold each other harmless from and against any liability, claim, damage, cost or expense (including reasonable attorney fees) arising out of or in connection with the claims for commissions or any other fees due in connection with this Contract to Dedicate and the transaction contemplated herein. The parties shall execute such additional documents and do such other acts as may be reasonably required to carry out the intent of this Contract to Dedicate. Time is of the essence with respect to the performance of each of the covenants and agreements under this Contract to Dedicate. This Contract to Dedicate shall be governed by and construed under the laws of the State of Washington. The parties agree that the venue for any litigation arising out of this Contract to Dedicate shall be the court of competent jurisdiction in Snohomish County, Washington. In the event that a party hereto engages attorneys to enforce its rights in connection with or related to this Contract to Dedicate, the prevailing party in any such action shall be entitled to receive from the non-prevailing party its reasonable attorneys’ fees and costs, and court costs. Execution of this Contract to Dedicate may be in several counterparts, evidenced by facsimile signature and/or PDF signature, each of which shall be deemed an original for all purposes. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES FOLLOW] 4837-2122-8027.3 ARLINGTON 2.5M LLC, a Delaware limited liability company By: PDC Seattle LPIV BB/TH, LLC, a Delaware limited liability company, its Manager By: __________________________ Name: ____________________ Title: Local Partner Date: [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES CONTINUE] 4837-2122-8027.3 GRANTEE 4837-2122-8027.3 GRANTOR: Corporation of the President of the Church of Jesus Christ of Latter-day Saints By: Date: Name Printed: Title: 4837-2122-8027.3 EXHIBIT A Legal Description 4837-2122-8027.3 43rd Ave ROW Dedication Northwest Corner±City of Arlington Date: File: Cartographer: Maps and GIS data are distributed “AS-IS” without warranties of any kind, either express or implied, including but not limited to warranties of suitability for a particular purpose or use. Map data are compiled from a variety of sources which may contain errors and users who rely upon the information do so at their own risk. Users agree to indemnify, defend, and hold harmless the City of Arlington for any and all liability of any nature arising out of or resulting from the lack of accuracy or correctness of the data, or the use of the data presented in the maps. Scale: Name: EasementsLayouts Name of Map: 43rd Ave ROW NW 11/10/2021 akc Le g e n d 43rd Ave ROW Dedication NW Corner 172ND ST NESR 531172ND ST NE 43RD AVE NE 1:1,200 43rd Ave ROW Dedication NW Aerial 2020 City of Arlington Council Agenda Bill Item: NB #9 Attachment K Panattoni Development Company, Inc., for the Amazon facility, in advance of the 172nd St. widening project planned by WSDOT. Arlington 2.5 M LLC, has purchased the real property, from Heritage Bank, 4820-1506-3803.4 CONTRACT TO DEDICATE REAL ESTATE Grantor: HERITAGE BANK, a Washington corporation Address: 3615 Pacific Avenue, Tacoma, WA 98418 Grantee: CITY OF ARLINGTON Address: 238 N Olympic Avenue. Arlington, WA 98223 Developer: Arlington 2.5M LLC, a Delaware limited liability company c/o Panattoni Development Company, Inc., 1821 Dock St., Suite 100, Tacoma, WA 98402 IN CONSIDERATION of the benefits that will inure to the Grantor and the public, the undersigned does hereby give and grant to the City of Arlington (the “City”), upon the terms and conditions hereinafter stated, the right to purchase the following described real estate, being situated in the City of Arlington, County of Snohomish, State of Washington, to wit (the "ROW"): LEGAL DESCRIPTION See Exhibit A attached hereto. Grantor agrees that there are no improvements or personal property within the ROW and expressly waives all claims for damage, injury or loss on account of such removal by Grantor, or removal after this date by Grantee or Developer, of any improvements or personal property within the ROW. COMPENSATION BREAKDOWN: TOTAL: $100.00 NET PAYMENT DUE Grantor further agrees neither to sell nor encumber the said real estate during the term of the Contract to Dedicate. In the event that any buildings, fixtures, appurtenances, or other improvements are to pass to and become the property of the City in connection with the real property herein covered, Grantor agrees to keep the same in good condition without waste, damage or destruction. Grantor also agrees to allow the City permission to enter upon that part of Grantor’s remaining property necessary for the sole purpose of removing any improvements acquired by the City, which lies outside the right of way, and not retained by Grantor, or for the removal of foundations of improvements which are retained. Grantor acknowledges that Developer is compensating Grantor for dedication of the ROW from Grantor on behalf of the City. Developer will pay the compensation as outlined above to Grantor, and Grantor will convey the ROW to the City. Developer shall have the irrevocable right to exercise this Contract to Dedicate at any time within 120 days from the date of this Contract to Dedicate; and it is agreed that if, within the time above specified, the Developer shall declare its intention to exercise this Contract, including the right to purchase the ROW, Grantor will sign and execute a Statutory Warranty Deed when presented by Developer and receive payment of the above-stated "Net Payment Due" from 4820-1506-3803.4 Developer, less any amount that may be found due and payable to any mortgagee or other lien holder or for any past due taxes or taxes owed through the date Grantor executes the Statutory Warranty Deed. Unless stated to the contrary herein the conveyance shall include buildings, improvements, and appurtenances to the land described. Customary prorations will be made as of the closing date, including without limitation, real property taxes and general assessments. It is expressly understood that Developer and the City shall not be obligated further. It is understood and agreed that except as expressly stated herein closing costs will not accrue to Grantor and the City and/or Developer’s attorney and/or title company will prepare the necessary documents for closing and the City and/or Developer will pay the cost of recording all instruments conveying title to the City. Neither Developer nor the Grantor have engaged or utilized the services of a broker in connection with the transaction contemplated hereby. Developer and Grantor further agree to indemnify, defend and hold each other harmless from and against any liability, claim, damage, cost or expense (including reasonable attorney fees) arising out of or in connection with the claims for commissions or any other fees due in connection with this Contract to Dedicate and the transaction contemplated herein. The parties shall execute such additional documents and do such other acts as may be reasonably required to carry out the intent of this Contract to Dedicate. Time is of the essence with respect to the performance of each of the covenants and agreements under this Contract to Dedicate. This Contract to Dedicate shall be governed by and construed under the laws of the State of Washington. The parties agree that the venue for any litigation arising out of this Contract to Dedicate shall be the court of competent jurisdiction in Snohomish County, Washington. In the event that a party hereto engages attorneys to enforce its rights in connection with or related to this Contract to Dedicate, the prevailing party in any such action shall be entitled to receive from the non-prevailing party its reasonable attorneys’ fees and costs, and court costs. Execution of this Contract to Dedicate may be in several counterparts, evidenced by facsimile signature and/or PDF signature, each of which shall be deemed an original for all purposes. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES FOLLOW] 4820-1506-3803.4 DEVELOPER: ARLINGTON 2.5M LLC, a Delaware limited liability company By: PDC Seattle LPIV BB/TH, LLC, a Delaware limited liability company, its Manager By: __________________________ Name: ____________________ Title: Local Partner Date: [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES CONTINUE] 4820-1506-3803.4 GRANTEE 4820-1506-3803.4 GRANTOR: HERITAGE BANK, a Washington Corporation By: Date: Name Printed: Title: 4820-1506-3803.4 EXHIBIT A Legal Description 4820-1506-3803.4 43rd Ave ROW Dedication Southwest Corner±City of Arlington Date: File: Cartographer: Maps and GIS data are distributed “AS-IS” without warranties of any kind, either express or implied, including but not limited to warranties of suitability for a particular purpose or use. Map data are compiled from a variety of sources which may contain errors and users who rely upon the information do so at their own risk. Users agree to indemnify, defend, and hold harmless the City of Arlington for any and all liability of any nature arising out of or resulting from the lack of accuracy or correctness of the data, or the use of the data presented in the maps. Scale: Name: EasementsLayouts Name of Map: 43rd Ave ROW SW 11/10/2021 akc Le g e n d 43rd Ave ROW Dedication SW Corner 172ND ST NE 172ND ST NESR 531 43RD AVE NE 1:600 43rd Ave ROW Dedication SW Aerial 2020 October 2021 Local Government Meetings Date Date Date Date Date Date Date Date Council Workshops 10/11/21 10/25/21 Council Meetings 10/4/21 10/18/21 5th Monday Meetings Joint Meetings with City Boards/Commissions Special Purpose (WWU & WSU studies,etc) Youth Council Interviews 10/6/21 Directors & Senior managerss 10/11/21 Council Strategic Committee 10/8/21 Council Vision committee 10/1/21 Retreat Review 10/1/21 Council Police Retreat 10/2/21 Ops Meeting 10/4/21 10/18/21 Shop local website 10/13/21 Youth Council meeting 10/14/21 MIH review 10/15/21 10/26/21 Mayor Administrator 10/5/21 10/12/21 10/19/21 10/26/21 Date Date Date Date Date Date Date Date Association of Washington Cities address issues with Legislature, governor, State departments National Government Meetings Date Date Date Date Date Date Date Date Monthly Elected Official Strategic Report Due at month end Report compiled by Barb Tolbert Date Nov. 1, 2021 National League of Cities 10/21/21 Meetings in Washington, D.C., which address issues with departments and agencies Business Meetings Date Date Date Date Date Date Date Date Non-Profit Meetings Date Date Date Date Date Date Date Date Community & Volunteer Meetings/Events Date Date Date Date Date Date Date Date Stronger Together Rotary valiant Ribbon cutting 10/1/21 Meeting with Homeschool students 10/8/21 Conferences & Training Date Date Date Date Date Date Date Date 7-Oct 14-Oct 18-Oct 19-Oct Upcoming meetings, events or activities of note Upcoming meetings with Legislators to highlight areas for next legislative session including clarification of Police reform bills. Paul and I are meeting with B&G club and villa apartments about establishing youth programs at Villas to help reduce calls for LE October 2021 Local Government Meetings Date Date Date Date Date Date Date Date (WWU & WSU studies,etc) Regional Government Meetings Date Date Date Date Date Date Date Date Association of Washington Cities Community Transit Economic Alliance Snohomish County Mayor's Association Puget Sound Regional Council Snohomish County Committee for Improved Transportation Snohomish County Tomorrow County personnel and/or Governor, State departments National Government Meetings Date Date Date Date Date Date Date Date National League of Cities Meetings in Washington, D.C., which address issues with Congress, Executive, and Federal departments and Business Meetings Date Date Date Date Date Date Date Date Monthly Elected Official Strategic Report Due on 5th of month Name: Debora Nelson Date: 11/9/21 DABA Non-Profit Meetings Date Date Date Date Date Date Date Date United Way Community & Volunteer Meetings/Events Date Date Date Date Date Date Date Date Stronger Together Rotary Council Budget/Police Retreat NOTES: I have been trying to focus my reading this month about successful policing models in other cities. October 2021 Local Government Meetings Date Date Date Date Date Date Date Date Council Workshops 10/4/21 10/18/21 Council Meetings 10/11/21 10/25/21 5th Monday Meetings Joint Meetings with City Boards/Commissions Special Purpose (WWU & WSU studies,etc) Meet with CED Dept 10/11/21 Meet with Barb & Paul 10/1/21 LEOFF 1 Board Meeting 10/20/21 Retreat Meeting 10/2/21 Date Date Date Date Date Date Date Date Association of Washington Cities 10/13/21 10/14/21 10/26/21 Community Transit Economic Alliance Snohomish County 10/12/21 10/14/21 Mayor's Association Puget Sound Regional Council Snohomish County Cities Snohomish County Committee for Improved Transportation Snohomish County Tomorrow Meetings with Snohomish County personnel and/or Governor, State departments National Government Meetings Date Date Date Date Date Date Date Date National League of Cities Meetings in Washington, D.C., which address issues with Congress, Executive, and Federal departments and Business Meetings Date Date Date Date Date Date Date Date Non-Profit Meetings Date Date Date Date Date Date Date Date Monthly Elected Official Strategic Report Due on 5th of month Name: Don Vanney Date: 11/1/2021 Community & Volunteer Meetings/Events Date Date Date Date Date Date Date Date Stronger Together Rotary 10/11; meet with CED to learn more of their process and current projects 10/13-10/14; AWC Member Expo-on line October 2021 Local Government Meetings Date Date Date Date Date Date Date Date Council Workshops 10/11/21 10/25/21 Council Meetings 10/4/21 10/18/21 5th Monday MeetingsJoint Meetings with City Boards/Commissions Special Purpose (WWU & WSU studies,etc) Liaison Meeting 10/15/21 Meet with Mayor, Administrator 10/1/21 Date Date Date Date Date Date Date Date Association of Washington Cities Community Transit Economic Alliance Snohomish County Mayor's Association Puget Sound Regional Council Snohomish County Cities Snohomish County Committee for Improved Transportation Snohomish County Tomorrow Meetings with Snohomish County personnel and/or address issues with Legislature, Governor, State departments National Government Meetings Date Date Date Date Date Date Date Date National League of Cities Meetings in Washington, D.C., which address issues with Congress, Executive, and Federal departments and Business Meetings Date Date Date Date Date Date Date Date Non-Profit Meetings Date Date Date Date Date Date Date Date Community & Volunteer Meetings/Events Date Date Date Date Date Date Date Date Stronger Together Monthly Elected Official Strategic Report Due on 5th of month Name: Heather Logan Date: 11/01/2021 Rotary Conferences & Training Date Date Date Date Date Date Date Date NOTES: October 2021 Local Government Meetings Date Date Date Date Date Date Date Date Council Workshops 10/11/21 10/25/21 Council Meetings 10/4/21 10/18/21 5th Monday MeetingsJoint Meetings with City Boards/Commissions Special Purpose (WWU & WSU studies,etc) Liaison Meeting Regional Government Meetings Date Date Date Date Date Date Date Date Association of Washington Community Transit 10/7/21 Board 10/13/21Transit 10/14/21 10/21/21 Executive 10/21/21 Finance 10/28/21 Economic Alliance Snohomish Puget Sound Regional Council Project Project Snohomish County Committee for Improved Transportation County personnel and/or Governor, State departments National Government Meetings Date Date Date Date Date Date Date Date National League of Cities Meetings in Washington, D.C., which address issues with Congress, Executive, and Federal departments and Business Meetings Date Date Date Date Date Date Date Date Non-Profit Meetings Date Date Date Date Date Date Date Date Community & Volunteer Meetings/Events Date Date Date Date Date Date Date Date Stronger Together Rotary National Night Out Chamber Meeting 10/12/21 Monthly Elected Official Strategic Report Due on 5th of month Jan Schuette 9/1/2021 MONTH Oct-21 YEAR Local Government Meetings Date Date Date Date Date Date Date Date Council Workshops 10.11.21 10.25.21 Council Meetings 10.04.21 10.18.21 5th Monday Meetings Joint Meetings with City Boards/Commissions Special Purpose (WWU & WSU studies,etc) Liaison Meeting 10.05.21 10.08.21 10.13.21 Fall Retreat 10.02.21 Date Date Date Date Date Date Date Date Association of Washington Cities Community Transit Economic Alliance Snohomish County Mayor's Association Puget Sound Regional Council Snohomish County Cities Snohomish County Committee for Improved Transportation Snohomish County Tomorrow Meetings with Snohomish County personnel and/or Governor, State departments National Government Meetings Date Date Date Date Date Date Date Date National League of Cities Meetings in Washington, D.C., which address issues with Congress, Executive, and Federal departments and Business Meetings Date Date Date Date Date Date Date Date Non-Profit Meetings Date Date Date Date Date Date Date Date Community & Volunteer Meetings/Events Date Date Date Date Date Date Date Date Stronger Together Rotary Monthly Elected Official Strategic Report Due on 5th of month Name: Marilyn Oertle Date: 10.31.2021 Conferences & Training Date Date Date Date Date Date Date Date NOTES: Various conversations with staff and citizens. Local Government Meetings Date Date Date Date Date Date Date Date Council Workshops 10/11/21 10/25/21 Council Meetings 10/4/21 10/18/21 LEOFF Disability Board 10/20/21 Council Visioning Barb/Paul 10/1/21 Liaison Meeting Budget Retreat 10/2/21 Date Date Date Date Date Date Date Date Association of Washington Cities Community Transit Economic Alliance Snohomish County 10/5/21 10/19/21 SnoCo County on Aging 10/27/21 Wa State Council on Aging 10/20/21 Sr Citizen's Foundation 10/21/21 Adversity, Diversity & Outreach Committee - SnoCo 10/6/21 W4A State Aging Annual Meeting 10/20/21 Meetings with Snohomish County personnel and/or Governor, State departments National Government Meetings Date Date Date Date Date Date Date Date Meetings in Washington, D.C., which address issues with Congress, Executive, and Federal departments and Business Meetings Date Date Date Date Date Date Date Date Non-Profit Meetings Date Date Date Date Date Date Date Date Community & Volunteer Meetings/Events Date Date Date Date Date Date Date Date Monthly Elected Official Strategic Report Name: Michele Blythe Date: October 2021 10/5/21 -EASC-Coffee Chats, Urban Vitality 10/19/21 -Engage the Military Community 10/19/21 -Meeting with Sr Lobby re Aging community MONTH oct. Local Government Meetings Date Date Date Date Date Date Date Date Council Workshops 10/2/21 10/11/21 10/25/21 Council Meetings 10/4/21 10/18/21 5th Monday MeetingsJoint Meetings with City Boards/Commissions Special Purpose (WWU & WSU studies,etc) Liaison Meeting Paul Ellis Planning Commission Regional Government Meetings Date Date Date Date Date Date Date Date Association of Washington Cities Community Transit Economic Alliance Snohomish County 10/5/21 10/12/21 10/14/21 10/26/21 Mayor's Association Puget Sound Regional Council Snohomish County Cities Snohomish County Committee for Improved Transportation Snohomish County Tomorrow 10/27/21 Meetings with Snohomish County personnel and/or address issues with Legislature, Governor, State departments National Government Meetings Date Date Date Date Date Date Date Date National League of Cities Meetings in Washington, D.C., which address issues with Congress, Executive, and Federal departments and Business Meetings Date Date Date Date Date Date Date Date Non-Profit Meetings Date Date Date Date Date Date Date Date Monthly Elected Official Strategic Report Due on 5th of month Mike Hopson Community & Volunteer Meetings/Events Date Date Date Date Date Date Date Date Stronger Together Rotary