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Home My WebLink About06-03-24 Council Meeting SPECIAL ACCOMMODATIONS: The City of Arlington strives to provide accessible meetings for people with disabilities. Please contact the ADA coordinator at (360) 403-3441 or 711 (TDD only) prior to the meeting date if special accommodations are required. CALL TO ORDER Mayor Don Vanney PLEDGE OF ALLEGIANCE ROLL CALL Mayor Don Vanney – Wendy APPROVAL OF THE AGENDA Mayor Pro Tem Michele Blythe INTRODUCTION OF SPECIAL GUESTS AND PRESENTATIONS PROCLAMATIONS LGBTQ+ Pride Month ATTACHMENT A Councilmember Jan Schuette Ride Transit Month ATTACHMENT B Mayor Don Vanney 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 Michele Blythe 1. Minutes of the May 20 and May 28, 2024 Council meetings ATTACHMENT C 2. Accounts Payable ATTACHMENT D 3. Programming Services for MBR Program at Water Reclamation Facility ATTACHMENT E 4. Amendment #3 to the BHC contract for MBR Optimization at ATTACHMENT F the Water Reclamation Facility PUBLIC HEARING 1. Ordinance Extending a Moratorium for Island Crossing Development ATTACHMENT G Staff Presentation: Marc Hayes Council Liaison: Mayor Pro Tem Michele Blythe Arlington City Council Meeting Monday, June 3, 2024 at 6:00 pm City Council Chambers – 110 E 3rd Street SPECIAL ACCOMMODATIONS: The City of Arlington strives to provide accessible meetings for people with disabilities. Please contact the ADA coordinator at (360) 403-3441 or 711 (TDD only) prior to the meeting date if special accommodations are required. NEW BUSINESS 1. Airport Commission Appointments ATTACHMENT H Staff Presentation: Marty Wray Council Liaison: Yvonne Gallardo-Van Ornam 2. Contract with Department of Commerce for Commercial Kitchen Facility ATTACHMENT I Staff Presentation: Paul Ellis Council Liaison: Mayor Pro Tem Michele Blythe 3. Scope of Work and Fee from Commonstreet Consulting for ATTACHMENT J the 188th/Smokey Point Blvd Roundabout Project Staff Presentation: Jim Kelly Council Liaison: Jan Schuette COMMENTS FROM COUNCILMEMBERS INFORMATION/ADMINISTRATOR & STAFF REPORTS MAYOR’S REPORT EXECUTIVE SESSION To discuss pending or threatened litigation, RCW 42.30.110(1)(i) Mayor Don Vanney / City Attorney Steve Peiffle RECONVENE ADJOURNMENT Mayor Pro Tem Michele Blythe / Mayor Don Vanney PROCLAMATION LGBTQ+ Pride Month WHEREAS, the Arlington City government is committed to celebrating the diversity of our growing city; and WHEREAS, the month of June is celebrated throughout our nation as Pride month; and WHEREAS, members of the LGBTQ+ population reside throughout our city, are employed in our city, are our neighbors, our teachers, our �irst responders, our business owners, our youth, our friends and our family, and these community members deserve to live without fear of discrimination, prejudice or violence; and WHEREAS, the City of Arlington strives to be an employer who is committed to creating an environment that is inclusive and equitable, and free from discrimination and harassment, and desires opportunities to celebrate the growing diversity in our city. NOW, THEREFORE, I, Don Vanney, Mayor of Arlington, do hereby proclaim June 2024 as LGBTQ+ Pride Month in the City of Arlington and commit to engaging in action that increases the safety, security, and freedom of each of the LGBTQ+ citizens. ________________________________ ___May 23, 2024__ Don E. Vanney, Mayor Date PROCLAMATION Ride Transit Month WHEREAS, mobility is a human right, and public transit is an essential aspect in meeting this right and keeping Snohomish County’s people, communities, and economies moving; and WHEREAS, the transit system in Snohomish County is vast and varied to meet the diverse needs of the region and includes local and commuter buses, paratransit services, vanpools, innovative services, and more; and WHEREAS, public transit is a lifeline for many in our county, particularly for people with disabilities, seniors, people with low incomes, and essential workers, as it connects them to jobs, medical care, food, essential goods, families, and communities; and WHEREAS, transit is an economically, healthy, and environmentally sound transportation mode that can be used to access local destinations, workplaces, businesses, and regional landmarks; and WHEREAS, Community Transit continues to work closely with local jurisdictions, city planners and staff to incorporate local growth patterns into future transit planning;, and WHEREAS, the Washington state legislature passed the transformational Move Ahead Washington transportation package in March 2022, which will make our state’s transportation system safer, more convenient, and more accessible for transit riders; and WHEREAS, all people 18 and under can ride transit for free; and WHEREAS, regional transit agencies and transportation advocacy organizations are promoting June as Ride Transit Month to encourage alternatives to driving. NOW, THEREFORE, I, Don Vanney, Mayor of Arlington, do hereby proclaim the month of June 2024 as Ride Transit Month in the City of Arlington and encourage residents to observe Ride Transit Month with appropriate events and activities to promote public transportation. ________________________________ ___June 3, 2024__ Don E. Vanney, Mayor Date DRAFT Page 1 of 4 Council Chambers 110 East 3rd Street Monday, May 20, 2024 Councilmembers Present: Heather Logan, Rob Toyer, Debora Nelson, Michele Blythe Yvonne Gallardo-Van Ornam, Leisha Nobach, and Jan Schuette. Council Members Absent: None. Staff Present: Mayor Don Vanney, Paul Ellis, Sarah Lopez, Kristin Garcia, Jim Kelly, Kris Wallace, Lorene Robinson, Monroe Whitman, City Attorney Steve Peiffle, Chelsea Brewer, and Wendy Van Der Meersche. Also Known to be Present: Kathy Vanney, Rick and Robin Gaynor, Tim Abrahamson, Randy Nobach, Nathan Senff, James Beardsley, Jay Lindberg, and John Knisley. Mayor Don Vanney called the meeting to order at 6:00 p.m., and the Pledge of Allegiance and roll call followed. APPROVAL OF THE AGENDA Mayor Pro Tem Michele Blythe moved to approve the agenda as presented. Councilmember Leisha Nobach seconded the motion, which passed with a unanimous vote. INTRODUCTION OF SPECIAL GUESTS AND PRESENTATIONS Mayor Vanney presented the Mayor’s Volunteer Award to May 2024 recipients, Rick and Robin Gaynor for their service in the community. PROCLAMATIONS Councilmember Yvonne Gallardo-Van Ornam read the National Public Works proclamation. PUBLIC COMMENT Jay Lindberg provided comments. John Knisley, Arlington, provided comments. CONSENT AGENDA Mayor Pro Tem Michele Blythe moved, and Councilmember Yvonne Gallardo-Van Ornam seconded the motion to approve the Consent Agenda that was unanimously carried: 1. Minutes of the May 6 and May 13, 2024 Council meetings 2. Accounts Payable: Approval of EFT Payments and Claims Checks #110650 through #110771 dated April 16, 2024 through May 6, 2024 for $2,406,209.24; Approval of Payroll EFT Payments and Check #30358 through #30364 dated April 1, 2024 through April 30, 2024 in the amount of $1,547,493.12. Minutes of the Arlington City Council Meeting Minutes of the City of Arlington City Council Meeting May 20, 2024 Page 2 of 4 3. Resolution for WSDOT Grant, Airport Master Plan 4. Resolution for WSDOT Grant, Perimeter Fencing Improvements 5. Fee Resolution for Airport Gate Proximity Cards PUBLIC HEARING None. NEW BUSINESS Renewal of Interlocal Agreement with Arlington School District No. 16 for School Resource Officer City Administrator Paul Ellis requested Council approve the renewal of the interlocal agreement with Arlington Public Schools #16 for the School Resource Officer position. This position is budgeted in the police operations budget. The contract will be edited to reflect the 2024-2025 school year before signing. Mayor Pro Tem Michele Blythe moved, and Councilmember Debora Nelson seconded the motion to approve the interlocal agreement with Arlington School District No. 16 for the School Resource Officer and authorized the Mayor to sign the agreement. The motion passed unanimously. Resolution Authorizing the Waiver of Unbilled Utility Fees Due to Software Error City Administrator Paul Ellis requested Council approve a resolution authorizing the waiver of unbilled utility fees due to a software error. Councilmember Heather Logan asked about recitals included in the resolution. City Attorney Steve Peiffle stated that he would adjust the recitals in the resolution before the Mayor signed. Councilmember Debora Nelson moved, and Councilmember Rob Toyer seconded the motion to approve the Resolution Authorizing the Waiver of Unbilled Utility Fees Due to a Software Error and authorized the Mayor to sign it. The motion passed unanimously. Amendment to Interlocal Agreement Relating to Affordable Housing (AHA) City Administrator Paul Ellis requested Council approve an amendment to the interlocal agreement for inter-jurisdictional coordination relating to affordable housing within Snohomish County. Councilmember Jan Schuette moved, and Councilmember Debora Nelson seconded the motion to approve the amendment to the interlocal agreement for inter-jurisdictional coordination relating to affordable housing within Snohomish County and authorized the Mayor to sign the amendment. The motion passed unanimously. Amendments to SNO911 Interlocal Agreement City Administrator Paul Ellis requested Council approve amendments to the Snohomish County 911 interlocal agreement. The two amendments do not currently affect the City of Arlington. Minutes of the City of Arlington City Council Meeting May 20, 2024 Page 3 of 4 Councilmember Heather Logan moved, and Councilmember Debora Nelson seconded the motion to approve the amended and restated interlocal agreement with Snohomish County 911 and authorized the Mayor to sign the agreement. The motion passed unanimously. Professional Services Agreement with Century West Engineering for Airport Master Plan Project Airport Operations Coordinator Lorene Robinson requested Council approve the professional services agreement with Century West Engineering for the Airport Master Plan project. Councilmember Yvonne Gallardo-Van Ornam moved, and Councilmember Michele Blythe seconded the motion to approve the professional services agreement for the Airport Master Plan Update & AGIS Project with Century West Engineering in the amount not to exceed $833,334 and authorize the Mayor to sign, subject to the IFE being approved by the FAA and subject to the FAA and WSDOT Grant awards for the Airport Master Plan Update & AGIS Project and authorized the Mayor to sign. The motion passed unanimously. Resolution for WSDOT Grant – Taxiway Alpha Improvements Project Airport Operations Coordinator Lorene Robinson requested Council approve a signed assurance in the form of a resolution that local matching funds are available and authorized for the proposed grant project. Airport staff applied for state funding for the Taxiway Alpha Mill and Overlay Project (request 5% WSDOT grant funding). Councilmember Rob Toyer moved, and Councilmember Heather Logan seconded the motion to approve the resolution for WSDOT grant funding for the Taxiway Alpha Mill and Overlay Project and authorized the Mayor to sign the resolution. The motion passed unanimously. Airport Fiber Installation Project Airport Operations Manager Monroe Whitman requested Council approve a budget amendment for approval of the airport fiber installation project. Councilmember Leisha Nobach moved, and Councilmember Heather Logan seconded the motion to approve The Airport Fiber Installation Project as part of a 2024 budget amendment in the amount not to exceed $165,398.68 and authorized the Mayor to sign the contract with Cannon Companies. The motion passed unanimously. COMMENTS FROM COUNCILMEMBERS Councilmember Jan Schuette asked if the City would be doing a proclamation for the Pride Event in June. ADMINISTRATOR & STAFF REPORTS None. MAYOR’S REPORT None. Minutes of the City of Arlington City Council Meeting May 20, 2024 Page 4 of 4 EXECUTIVE SESSION City Attorney Steve Peiffle announced the need for an executive session to discuss potential or threatened litigation to last no longer than 25 minutes. City Council was dismissed and went into an executive session at 6:36 p.m., and reconvened at 7:01 p.m. ADJOURNMENT With no further business to come before the Council, the meeting was adjourned at 7:03 _________________________________________ Don E. Vanney, Mayor DRAFT Page 1 of 3 Council Chambers 110 East 3rd Street Tuesday, May 28, 2024 Councilmembers Present: Heather Logan, Rob Toyer, Debora Nelson, Michele Blythe, Leisha Nobach, and Jan Schuette. Council Members Absent: Yvonne Gallardo-Van Ornam, excused absence. Staff Present: Mayor Don Vanney, Paul Ellis, Kristin Garcia, Jim Kelly, Kris Wallace, Marc Hayes, Mike Gilbert, Chelsea Brewer, City Attorney Steve Peiffle, and Wendy Van Der Meersche. Also Known to be Present: Kathy Vanney, Randy Nobach, Nathan Senff, Tim Abrahamson, and Gayle Roeber. Mayor Don Vanney called the meeting to order at 6:00 pm, and the Pledge of Allegiance and roll call followed. APPROVAL OF THE AGENDA Mayor Pro Tem Michele Blythe moved to approve the agenda as presented. Councilmember Leisha Nobach seconded the motion, which passed with a unanimous vote. INTRODUCTION OF SPECIAL GUESTS AND PRESENTATIONS None. WORKSHOP ITEMS – NO ACTION WAS TAKEN Contract with Department of Commerce for Commercial Kitchen Facility City Administrator Paul Ellis reviewed a contract with Department of Commerce. The City received a grant from the Department of Commerce in the amount of $563,570 to design a commercial kitchen facility at the food truck court. Discussion followed with Mr. Ellis answering Council questions. Ordinance Extending a Moratorium for Island Crossing Development Community and Economic Development Director Marc Hayes reviewed an ordinance. This interim ordinance provides for a six-month extension of the Island Crossing Moratorium allowing for a Subarea Plan to be developed by the city staff and their consultant. The current interim emergency ordinance is due to expire on June 12, 2024, and requires an extension of that moratorium timeline to complete the described work. Discussion followed with Mr. Hayes answering Council questions. City Council Workshop Minutes of the City of Arlington City Council Workshop Tuesday, May 28, 2024 Page 2 of 3 Programming Services for MBR Program at Water Reclamation Facility Public Works Director Jim Kelly reviewed the MBR programming with Kubota Membrane USA for the City of Arlington’s Water Reclamation Facility. The City of Arlington’s membrane bioreactor (MBR) process (membranes and computer operating program) were placed into operation in 2010. The Kubota flat plat membranes were replaced on all of the MBR trains in 2022-2023 due to age. Likewise, the current computer program is 14 years old and outdated to the point it cannot communicate with newer, upgraded system components. This procurement is for the purchase of a current Kubota flat plate membrane operating computer program and labor for installation and training. Discussion followed with Mr. Kelly answering Council questions. Amendment #3 to the BHC contract for MBR Optimization at the Water Reclamation Facility Public Works Director Jim Kelly reviewed additional work necessary with BHC. The City contracted with BHC in 2021 for support services during the membrane replacement and optimization project. While the MBR replacement is complete, during the optimization phase it was determined that the MBR blowers and MBR control program are both not operating in an efficient and effective manner. The Scope of Work (SOW) and fee estimate from BHC is for additional work requested for new MBR blower design, selection, sizing, specification, and support at the Water Reclamation Facility. Discussion followed with Mr. Kelly answering Council questions. Scope of Work and Fee from Commonstreet Consulting for the 188th/Smokey Point Blvd Roundabout Project Public Works Director Jim Kelly reviewed the Scope and Fee from Commonstreet Consulting for additional right of way negotiations and work for the 188th/Smokey Point Blvd Roundabout project. Discussion followed with Mr. Kelly answering Council questions. April 2024 Financial Report Finance Director Kristin Garcia reviewed the April 2024 financial report. Community and Economic Development 2nd Quarter Report Community and Economic Development Director Marc Hayes the second quarter report. Utilities and Transportation 2nd Quarter Report Public Works Director Jim Kelly reviewed the second quarter report. ADMINISTRATOR AND STAFF REPORTS City Administrator Paul Ellis stated that after the June 3 Council meeting, the Mayor and Councilmembers are invited to attend a reception in the police department to celebrate the department’s recent accreditation. MAYOR’S REPORT None. Minutes of the City of Arlington City Council Workshop Tuesday, May 28, 2024 Page 3 of 3 COMMENTS FROM COUNCILMEMBERS Councilmember Heather Logan reported that data from all Snohomish County hospitals shows a steady decline in the estimated number of opioid overdose hospitalizations. She also reported that the Point of Time count has concluded, and it showed 9.6% fewer people experiencing homelessness in Snohomish County. Training is available for families of those with substance abuse problems by registering at the Washington State Community Connectors website. Councilmember Michele Blythe stated that she appreciates Arlington’s proactive measures improving homelessness that were featured in the City’s Arlington Update newsletter. COUNCILMEMBER REPORTS Councilmembers had nothing to report this evening. PUBLIC COMMENT City Clerk Wendy Van Der Meersche read a public comment of thanks to Councilmembers emailed from Pony Estates resident James Chapman. REVIEW OF CONSENT AGENDA ITEMS FOR NEXT MEETING Councilmembers discussed and agreed to place the following agenda items on the consent agenda for the June 3, 2024 Council meeting: 3. Programming Services for MBR Program at Water Reclamation Facility 4. Amendment #3 to the BHC contract for MBR Optimization at the Water Reclamation Facility EXECUTIVE SESSION None. ADJOURNMENT With no further business to come before the Council, the meeting was adjourned at 7:14 p.m. _________________________________________ Don E. Vanney, Mayor City of Arlington Council Agenda Bill CA #2 Attachment June 3, 2024 Accounts Payable Claims Approval Claims Approval Finance; Kristin Garcia, Director 360-403-3431 EXPENDITURES REQUESTED: 0 BUDGET CATEGORY: N/A BUDGETED AMOUNT: LEGAL REVIEW: DESCRIPTION: ALTERNATIVES: City of Arlington June 3rd, 2024 Council Meeting Claims Certification: We, the undersigned City Council of the City of Arlington, Washington do hereby certify that the merchandise or services hereinafter specified have been received and that: Approval of EFT Payments and Claims Checks #110772 through #110898 dated May 7th, 2024 through May 20th, 2024 for a total of $2,972,146.16 City of Arlington Council Agenda Bill CA #3 Attachment June 3, 2024 Programming Services for MBR Program for Membranes at Water Reclamation Facility Kubota Quotation for programming services Public Works; Jim Kelly, Director EXPENDITURES REQUESTED: $123,500 BUDGET CATEGORY: Wastewater Capital Fund 406 BUDGETED AMOUNT: $420,000 (Wastewater Capital Fund) LEGAL REVIEW: DESCRIPTION: Programming services for Kubota Membranes for Water Reclamation Facility MBR The City of Arlington’s membrane bioreactor (MBR) process (membranes and computer operating program) were placed into operation in 2010. The Kubota flat plat membranes were replaced on all of the MBR trains in 2022-2023 due to age. Likewise, the current computer program is 14 years old and outdated to the point it cannot communicate with newer, upgraded system components. This procurement is for the purchase of a current Kubota flat plate membrane operating computer program and labor for installation and training. ALTERNATIVES: I move to approve contracting with Kubota Membrane USA for the MBR programming for the City of Arlington’s Water Reclamation Facility and authorize the mayor to sign the contract, subject to final review by the City Attorney. CONTROLS UPGRADE FOR THE CITY OF ARLINGTON, WASHINGTON KUBOTA Membrane USA | Phone: (425) 898-2858 | Fax: (425) 898-2853 May 20, 2024 James X. Kelly PE Public Works Director City of Arlington Mr. Kelly Kubota Membrane USA (KMU) is pleased to provide this updated proposal for programming services in support of the Arlington WA programming standards upgrade project per your request and the discussion we had with the City of Arlington technical staff. Scope of Work We understand our scope to include rewriting the PLC code for the MBR portion of the facility according to the latest Kubota standards using the Wonderware System Platform version of the HMI graphics. As part of this programming effort, we will also incorporate the new programming required for the permeate basin process changes under construction at present. In our discussion with the City, we understand that the city will purchase and upgrade their existing Wonderware software from InTouch to System platform, and that this new software will be installed by the City on new servers provided by the city. We will then import our standard graphics into this new galaxy to control the equipment connected to the MBR PLC Control panel. As an additive option, we can install the system platform software and set up the galaxy architecture and add the other processes controlled by other plant PLCs to the galaxy but this price is not included in the current proposal. In order to upgrade the MBR PLC code and related graphics an upgrade of the existing PLC Processor to a new Allen Bradley 1756-L82 Processor will be required. The existing PLC processor is end -of-life and does not support some of the modern functions required in the Kubota standard. This new processor will fit into the existing PLC IO rack and has been verified to be compatible with the existing communication equipment. We will develop all programming on Control Engineers development machines and software, and run a full simulation to test the complete program operation. Once complete we will conduct a software factory acceptance test that can be witnessed (either in person or remotely) by the City of Arlington staff. Once the program is completely tested and verified, we will travel to the site to install the new PLC processor and import the graphical objects. We will then verify proper plant operation and provide operator training. Since there will be substantial coordination required between Kubota, Control Engineers and city programmer, we have allocated ten days on site plus two travel days for this effort. New Kubota Standard Program CONTROLS UPGRADE FOR THE CITY OF ARLINGTON, WASHINGTON KUBOTA Membrane USA | Phone: (425) 898-2858 | Fax: (425) 898-2853 The new control system will be programmed to Kubota programming standards, including high - performance HMI principles and improved MBR operation. This new version standard program is co- developed by Kubota and Control Engineers after 20 years of operational experience in US and Japan. Features include best lessons learned including : – PID loop “last state” memory, stabilizing permeate flow – Modern Object-Oriented Principles promoting standardization and improving troubleshooting – Built in Analog Signal Filtering – Staged equipment startup to minimize peak power demand – Staged basin rotation to match a variety of influent flow conditions High Performance Principles : – Use of Short-Duration Trends on Overview Screen – Alarm Banner – Advanced Alarming System that minimizes nuisance alarms – Advanced Trend Analysis Kubota Customizations : – Top-to-bottom, left to right flow – Coordinated Color Palette, minimalist design – 16 x 9 Aspect ratio, works on phone, HD monitors – Easy Navigation Tabs – Simplified Interlock display – Secure Remote monitoring Additive Option As an additive option, we can install the system platform software and set up the galaxy architecture and add the other processes controlled by other plant PLCs to the galaxy but this price is not included in the current proposal. Price A summary of proposed price for the equipment and services above is summarized below: Line Item Description Price Programming Development of new graphics in System Platform, rewriting of existing code for all MBR systems. 56,000 Processor Allen Bradley 1756-L82E PLC 15,700 Factory Acceptance Testing 2 Days 3,000 Startup and tuning Ten days on site to install new code, coordinate with plant technical personnel, perform operator training and verify plant operation and tuning. 39,800 Operator Manual 1 set 3,000 After Service Any program tuning requested within 12 months of completion 6,000 Total 123,500 CONTROLS UPGRADE FOR THE CITY OF ARLINGTON, WASHINGTON KUBOTA Membrane USA | Phone: (425) 898-2858 | Fax: (425) 898-2853 The proposed cost for this work is $123,500 (Tax not included). Payment Term 20% down with Purchase Order 80% upon Installation of Product Please feel free to contact me with any questions on this proposal. Regards, Hiro Kuge Technology Manager KUBOTA Membrane USA Corporation 425-919-2853 Hiroo.Kuge@kubota.com City of Arlington Council Agenda Bill CA #4 Attachment June 3, 2024 Scope of Work and Fee Estimate Public Works; Jim Kelly, Director EXPENDITURES REQUESTED: $46,204.00 BUDGET CATEGORY: Sewer Capital Funds BUDGETED AMOUNT: $420,000.00 LEGAL REVIEW: DESCRIPTION: This Scope of Work (SOW) and fee estimate from BHC is for additional work requested for new MBR blower design, selection, sizing, specification, and support at the Water Reclamation Facility. The City contracted with BHC in 2021 for support services during the membrane replacement and optimization project. While the MBR replacement is complete, during the optimization phase it was determined that the MBR blowers and MBR control program are both not operating in an efficient and effective manner. The proposed amendment to the BHC contract is for support services with selecting, sizing, and specifying new MBR blowers to increase air supply and redundancy. Original PSA $ 82,886.00 Amendment #1 TIME ONLY EXTENSION Amendment #2 $ 37,089.00 Amendment #3 $ 46,204.00 ALTERNATIVES: I move to approve Amendment No. 3 to the BHC contract for MBR Optimization and authorize the mayor to sign the amendment. 05/08/24 7:21 AM \\arlington\city\PW_Admin\Contracts\BHC Consultants\05_Membrane Replace & Optimize\Amendment #3\WRF Amendment 3_20240506.docx Contract Amendment No. 3 To Professional Services Agreement For WRF Membrane Replacement, Optimization, and Services During Construction P02.490.1 This amendment authorizes the modification of the Professional Services Agreement between the City of Arlington and BHC Consultants. for the WRF Membrane Replacement, Optimization, and Services During Construction contract, executed on August 3, 2021. Unless modified below, all terms and conditions contained in the Professional Service Agreement remain current and in effect for the completion of the contract. It is mutually agreed that the above referenced agreement is amended as follows: AMENDMENT 1.Scope of Work - The project scope of work is increased for additional tasks as detailed in the Scope of Services Supplement No 2., dated 5/3/2024 and included with this amendment as Exhibit A. 2.Fee - This additional work included under this amendment shall be performed for a not to exceed fee of $ 46,204.00 in accordance with the fee schedule included with this amendment as Exhibit B. EXECUTION IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. BHC Consultants City of Arlington Tom Giese, Vice President Don E. Vanney, Mayor Page 1 EXHIBIT A City of Arlington WRF Membrane Replacement, Optimization, and Services During Construction Scope of Work Amendment No. 3 05/06/2024 Project Background BHC Consultants, LLC (BHC) had contracted with the City of Arlington (City) to evaluate optimization of the existing membrane bioreactor (MBR) process at the Water Reclamation Facility (WRF). The primary focus of this optimization effort was to evaluate membrane scour air supply and control and evaluate operational modifications to enhance biological phosphorus removal. Through this effort, it became apparent that the MBR blowers were not delivering the amount of air they should, despite the blowers having been recently rehabilitated and having shown adequate performance during original factory testing. It also became apparent that the current MBR control program had limitations and suboptimal procedures that were impacting effectiveness of the MBR process. As a result of these findings, the City decided it is necessary to install a fourth MBR blower and replace the existing MBR control program with a newer program offered by Kubota that provides greater flexibility and efficiency and resolves many shortcomings of the current program. The City asked BHC to assist with selection, sizing, and specifying a new MBR blower, which the City would purchase and have installed, and also provide as-needed assistance with implementation of the new MBR control programming. This additional scope of work was amended to the current contract for WRF Membrane Replacement, Optimization, and Services During Construction. As BHC worked with the City to select and size a new MBR blower, the City decided to include a second new MBR blower to provide the desired level of redundancy and include modifications to the existing controls to facilitate operation of the new MBR blowers under all operating conditions, such that the existing positive displacement (PD) blowers that remain will not be required to operate. Due to the increased scope and complexity of the improvements, the City has asked BHC to prepare additional design documents that were not included in the scope of the prior amendment. Amended Scope of Work BHC proposes changes to the Scope of Work tasks and additional tasks as described below. 1. Project Management and Quality Control As indicated in the prior amendment, the budget for this task was expected to be depleted in the second quarter of 2024. Therefore, the scope added through this second amendment necessitates additional budget under this task to cover the duration of the project. It is expected that the project duration could extend up to one year. Budget is included for ongoing client communications and invoicing over this duration as well as design team coordination and internal QC review of documents. City of Arlington WRF Membrane Replacement, Optimization, and Services During Construction Scope of Work Amendment No. 3 Page 2 2. Site Visits, Meetings, and Workshops The site visits, meetings, and workshops scoped under this task have been completed. No further work will be completed under this task. 3. Membrane Replacement Technical Memorandum This task has been completed. No further work will be completed under this task. 4. As-Needed Services During Construction This task has been completed. No further work will be completed under this task. 5. MBR and BNR Optimization BHC has completed the evaluations associated with the optimization effort and submitted a draft technical memorandum to the City for review. The only work remaining under this task is to address final comments from the City on the current draft document and issue a final PDF copy of the technical memorandum, if the City has comments requiring revisions. Budget remaining from the initial authorization should be sufficient to cover this remaining work, as long as the revisions pertain only to the content of the current draft document. 6. MBR Blower Selection, Sizing, Specification, and Support The majority of the work scoped for this task has been completed. Remaining work includes reviewing submittals from the MBR blower manufacturer associated with the MBR blower pre-purchase, providing technical input pertaining to installation of the new MBR blowers, and conducting a site visit to review installation of the new MBR blowers. 7. As-Needed MBR Programming Support The City will be contracting directly with Kubota to have them update the MBR control program. BHC will provide technical support to the City upon request to review information and provide input pertaining to the MBR control programming. A total of $10,000 has been allocated to this task for as-needed support that may include, among other things, assisting with review of program narratives and logic, review of program screens and functions, refinement of control narratives, site visits, meetings, assistance with determination of control settings, troubleshooting, and review of programming performance. A portion of this budget has been spent, with concurrence from the City, to cover out-of-scope work related to the MBR blowers (i.e., energy savings calculations for the new turbo blowers and a site visit to the Monroe WWTP to review their turbo blower installation). The remaining amount of approximately $6,800 should be sufficient to provide the necessary support. 8. Prepare Bid Documents BHC will prepare drawings and specifications for the proposed improvements. BHC will provide a draft submittal for review by the City, conduct a review workshop with the City, address City comments, and produce a final set of documents for bidding. Draft and final bid documents will be provided as electronic copies only. Bid document preparation will include the following activities: City of Arlington WRF Membrane Replacement, Optimization, and Services During Construction Scope of Work Amendment No. 3 Page 3 • Prepare mechanical and structural drawings for the proposed improvement. The City has indicated they will hire an on-call electrician to perform all electrical work and an on-call systems integrator to perform all controls work. Therefore, electrical design will be limited to confirming sizing and selection of the correct components and instrumentation work will be limited to programming support covered under Task 7. The following is a list of anticipated drawings, which is the basis of the budget estimate: o S1 Structural General Notes and Blower Pad Detail o M1 Blower Installation Plan and Section o M2 Blower Installation Details o M3 Membrane Air Header Plan o M4 Membrane Air Header Sections and Details • Prepare technical specifications. Draft technical specifications will be prepared in CSI format (Divisions 1 – 17). The final technical specifications will incorporate comments received from the City on the draft specifications. The City will prepare all other necessary documents (e.g., front end documents) and incorporate the technical specifications prepared by BHC into a complete project manual. The following is a list of anticipated technical specifications, which is the basis of the budget estimate: o 11501 Electric Actuators o 15060 Process Pipe and Supports o 15100 Valves and Piping Appurtenances o 17120 Flow Measurement 9. Construction Support Services Although there are 20 hours for installation support and time for one site visit allocated under Task 6, that effort needs to be expanded to provide additional as-needed support to assist with more submittal reviews and assisting with responses as-needed to requests for information. An additional 24 hours have been allocated under this task to provide as- needed construction support. Furthermore, 6 hours have been allocated for a second site visit by one person from BHC to provide oversight during startup. A total of 30 hours has been allocated for construction support services. Schedule BHC will undertake to complete the Scope of Work based on the schedule listed below assuming authorization is received by the beginning of June 2024. • August 2024 – Draft Bid Documents • September 2024 – Final Bid Documents Budget The additional budget for the added Scope of Work is $46,204. BHC will be compensated on a time and materials basis per the attached budget estimate. Compensation shall not exceed the budgeted amount without prior authorization from the City. City of Arlington WRF Membrane Replacement, Optimization, and Services During Construction Scope of Work Amendment No. 3 Page 4 Exclusions The following items are not included in this Scope of Work, but may be added via a separate contract amendment at a later date at the discretion of the City: • Environmental reviews. • Geotechnical investigations or cultural resources survey. • Stormwater or drainage improvements. • Surveying or utility potholing. • Condition Assessments of existing equipment, structures, etc. • Preparation of an engineering report. • Amendments or updates to the existing comprehensive wastewater plan or facility plan. • Preparing drawings, specifications, or other bid documents beyond those identified herein. The City will prepare all other documents and incorporate the technical specifications prepared by BHC as necessary to assemble a complete bid package. • Preparing cost estimates. • Electrical or instrumentation and control design. • Hard copies of draft or final bid documents. • Hard copies of documents or other deliverables. All deliverables will be submitted electronically. • Design workshops beyond the one identified in Task 8 for reviewing the draft design submittal. • Bid support services. • Construction support services beyond the allocated effort identified herein. • Site visits beyond the two (2) total identified in Tasks 6 and 9. • Preparation of a SEPA checklist will not be required for installation of designated future equipment. • Coordination with Ecology and response to comments from Ecology. Ecology will not need to review documents associated with installation of designated future equipment. • Preparation and submittal of permit applications. Installation of a new MBR blower will only require an electrical permit, which will be procured by the City and their on-call electrician. • Preparation of a construction quality assurance plan (CQAP). • Programming services. • Preparation of record drawings. Exhibit B - Budget Amendment No. 3 City of Arlington WRF Membrane Replacement, Optimization, and Services During Construction 5/6/2024 Hours Cost Hours Cost Hours Cost Hours Cost Hours Cost Hours Cost Hours Cost Hours Cost Hours Cost Hours Cost 1 Project Management and Quality Control Project Setup, Invoicing, Client Communication $0 6 $1,560 $0 $0 $0 $0 $0 12 $1,560 $0 18 $3,120 Project Team Coordination $0 12 $3,120 $0 $0 $0 $0 $0 $0 12 $3,120 QC Reviews 4 $1,060 $0 $0 $0 $0 $0 $0 $0 $0 4 $1,060 Subtotal 4 $1,060 18 $4,680 0 $0 0 $0 0 $0 0 $0 0 $0 12 $1,560 0 $0 34 $7,300 8 Prepare Bid Documents Drawings $0 26 $6,760 6 $1,500 6 $1,560 32 $5,280 80 $10,800 5 $850 $0 $0 155 $26,750 Specifications $0 9 $2,340 $0 $0 9 $1,485 $0 $0 $0 4 $500 22 $4,325 Subtotal 0 $0 35 $9,100 6 $1,500 6 $1,560 41 $6,765 80 $10,800 5 $850 0 $0 4 $500 177 $31,075 10 Construction Support Services As-Needed Construction Support $0 18 $4,680 2 $500 2 $520 2 $330 $0 $0 $0 $0 24 $6,030 Additional Site Visit $0 6 $1,560 $0 $0 $0 $0 $0 $0 $0 6 $1,560 Subtotal 0 $0 24 $6,240 2 $500 2 $520 2 $330 0 $0 0 $0 0 $0 0 $0 30 $7,590 4 $1,060 77 $20,020 8 $2,000 8 $2,080 43 $7,095 80 $10,800 5 $850 12 $1,560 4 $500 241 $45,965 Other Direct Costs Mileage @ $0.67 per mile $167 Miscellaneous $50 Subtotal $217 Markup @ 10%$22 TOTAL ODC $239 Osloe $265 $260 $250Task DescriptionTask No.$260 Ochiltree Giese Palmatier Franco $165 $125$135 $130$170 Krishnamurthy CAD Drafter Coughlin McElwain Total City of Arlington Council Agenda Bill PH #1 Attachment June 3, 2024 Public Hearing – Ordinance Extending a Moratorium for Island Crossing Development Ordinance Community and Economic Development; Marc Hayes, Director EXPENDITURES REQUESTED: BUDGET CATEGORY: BUDGETED AMOUNT: LEGAL REVIEW: DESCRIPTION: Subarea Plan to be developed by the city staff and their consultant. Emergency ordinance 2023-008 was adopted by the City on June 12, 2023, and emergency ordinance 2023-017 was adopted December 4, 2023, in order to suspend any new development applications within the identified Island Crossing Subarea and provide time for City staff and their consultants to conduct studies that will identify a vision and long-term design of the Island Crossing “Gateway” to include development design standards, infrastructure needs, conceptual roadway design, access control, stormwater solutions, and traffic throughput. The interim emergency ordinance is due to expire on J une 12, 2024, and requires an extension of that moratorium timeline to complete the described work. ALTERNATIVES: Remand to staff for additional information. moratorium on the issuance of development permits within the Island Crossing subarea and authorize the Mayor to sign it.” Ordinance No. 2024-xxx 1 ORDINANCE NO. 2024-XXX AN INTERIM ORDINANCE OF THE CITY OF ARLINGTON, WASHINGTON, EXTENDING A MORATORIUM ON THE ISSUANCE OF DEVELOPMENT PERMITS WITHIN THE ISLAND CROSSING SUBAREA WHEREAS, in conformity with the responsibilities of the City of Arlington to provide for public health, safety and welfare requirements and zoning and land use regulations pursuant to state law, and City’s authority to regulate land use activity within its corporate limits, the City has adopted land use regulations; and WHEREAS, the City Council has become aware of heightened interest of development within the Island Crossing subarea; and WHEREAS, particularly with parcels taking access from Highway 530, public safety issues are raising additional concerns for future development; and WHEREAS, the City is concerned about the proliferation of development and its impact on traffic and safety, potential flooding, and additional issues associated with development in this area; and WHEREAS, a moratorium will provide the City with additional time to review and amend its public health, safety and welfare requirements and zoning and land use regulations in the Island Crossing subarea to preserve and protect land uses in the City and to assure orderly development within the area; and WHEREAS, Washington State law, including Sections 35A.63.220 and 36.70A.390 of the Revised Code of Washington, (RCW) authorizes Washington cities to adopt moratoria and provides for a pr ocess for a public hearing which must be held within sixty days of the dates of the adoption of the moratorium; and WHEREAS, the City previously adopted ordinance 2023-017 on December 4, 2023, and ordinance 2023-008 on June 12, 2023, which scheduled public hearings required by R CW 36.70A.390 on December 4, 2023 and July 3, 2023, after which the moratorium continued in effect; and WHEREAS, the City Council finds that the moratorium should be continued until the City staff and consultants can complete their work; and WHEREAS, the City Council adopts the foregoing a s its findings of fact justifying the adoption of this ordinance; NOW, THEREFORE, the City Council of the City of Arlington, Washington, do ordain as follows: Ordinance No. 2024-xxx 2 Section 1. Findings. The recitals set forth above are hereby adopted as the Arlington City Council's findings in support of the moratorium imposed by this ordinance. Section 2. Moratorium Extended. A moratorium is extended for a period of six (6) months on the issuance of any development regulations within the Island Crossing subarea, as more particularly defined in section 4 of Ordinance 2023-008. No new building permits, occupancy permits, business licenses, development permits or approval or any other city-issued license or permit shall be issued for any of the properties within the Island Crossing Subarea; provided, however, that this shall not prohibit the issuance of permits in the event of an emergency, to enable an existing property owner or business to maintain their buildings and appurtenances or stay in compliance with business licensing regulations, or to permit the correction of code violations. Section 3. Term of Moratorium. The moratorium imposed by this ordinance shall become effective on the date hereof and shall continue in effect for six months, unless repealed, extended or modified by the City Council after subsequent public hearing(s) and entry of appropriate findings of fact, pursuant to RCW 36.70A.390, provided that the moratorium shall automatically expire upon the effective date of the adoption by the City Council of additional public health, safety and welfare requirements and zoning and land use regulations to address regulation of the Island Crossing subarea in the City of Arlington. Section 4. Severability. If any section, sentence, clause or phrase of this ordinance should be held to be unconstitutional by a court of competent jurisdiction, such invalidity or unconstitutionality shall not affect the validity or constitutionality of any other section, sentence, clause or phrase of this ordinance. Section 5. Declaration of Emergency. The City Council hereby declares that an emergency exists necessitating that this ordinance take effect immediately upon passage by a majority vote plus one of the whole membership of the Council, and that the same is not subject to a referendum (RCW 35A.12.130). Without an immediate moratorium on the City’s acceptance of development applications for the Smokey Point Subarea, said subarea could locate and develop in a manner incompatible with the codes eventually adopted by the City. Therefore, the moratorium must be imposed as an emergency measure to protect the public health, safety, and welfare. Section 6. Publication. This ordinance shall be published by an approved summary consisting of the title. Section 7. Effective Date. This ordinance shall take effect and be in full force and effect five days following its publication as provided by law; provided, however, that unless extended by act of the City Council, this ordinance shall automatically expire six (6) months following its adoption. Ordinance No. 2024-xxx 3 APPROVED AT A REGULAR MEETING OF THE CITY COUNCIL HELD ON June 3, 2024. CITY OF ARLINGTON: ______________________________________ Don E. Vanney, Mayor ATTEST: ______________________________________ Wendy Van Der Meersche, City Clerk APPROVED AS TO FORM: ______________________________________ Steven J. Peiffle, City Attorney EXHIBIT B Parcels within Island Crossing Subarea (by Snohomish County Tax Parcel Number): 1.31050800200200 2.31050800200600 3.31050800200700 4.31050800200800 5.31050800200900 6.31050800201000 7.31050800201100 8.31050800201200 9.31050800201600 10.31050800300100 11.31050800300200 12.31050800300202 13.31050800300500 14.31050800300600 15.31050800300900 16.31050800301200 17.31050800301300 18.31050800301400 19.31050800301500 20.31050800301600 21.31050800301700 22.31050800301800 23.31050800301900 24.31050800302000 25.31050800302100 26.31050800302200 27.31050800302300 28.31050800302400 29.31050800302600 30.31050800302700 Ordinance No. 2024-XXX 5 City of Arlington Council Agenda Bill Item: NB #1 Attachment H June 3, 2024 Airport Commission Appointments Redacted applications of Dary Finck, Kirk LeDoux, Eric Hansen and John Branthoover Airport; Marty Wray, Director EXPENDITURES REQUESTED: -0-BUDGET CATEGORY: N/A LEGAL REVIEW: Gallardo-Van Ornam, Airport Commissioner Ruth Gonzales, Airport Director Marty Wray and Airport Operations Manager Monroe Whitman conducted interviews of multiple applicants for two vacancies on the Airport Commission. Highest scoring applicants, Dary Fink and Kirk LeDoux have been selected to fill the positions. Additionally, two other positions were reappointed with current sitting Commissioners for a HISTORY: I move to appoint Dary Fink and Kirk LeDoux to the Airport Commission and reappoint Eric Hansen and John Branthoover to their positions on the Airport Commission for another term. Dary Finck ✔ 8/29/2023 Executive Director of Mission Aviation Training Academy Previously Served on the Arlington Airport Commission. Non-profit Board of Directors experience with emphasis on governance and finance committees. Hold Commercial Pilot/Instrument ratings for land and sea single engine aircraft. Hold aircraft airframe and powerplant certificates with FAA Inspection Authorization. Grew up in Senegal, West Africa. Speak English, French, and some tribal languages. I run a missionary flight training school at Arlington Airport. We have loved being at KAWO and I am excited to once again be considered for helping to manage and plan for the future of the airport. Kirk LeDoux ✔ 1/23/2024 To whom it may concern, I’m a locally born and raised small business owner. I have been self employed as a real estate developer, contractor, and broker for over 25 years in our community. I’ve been a user of the airport for 17 years, and based at AWO since 2015. I’m an airplane owner, experimental aircraft builder, AWO hangar tenant, floatplane pilot for Kenmore Air, and an airline pilot for SkyWest. My children attend Arlington schools. We have deep roots in our community and I would like to serve our beloved airport. Sincerely, Kirk LeDoux Eric P. Hansen ✔ 29 January 2024 Retired test pilot, airplane owner, and tenant at Arlington Municipal Airport. Previously served as chairman of the Tehachapi, CA airport commission. Served about two years to date as commissioner on the Arlington Municipal Airport Commission. John Branthoover ✔ 1-3-2024 I have been serving as one of the Airport Commissioners for the past several years Served in the United States Air Force. Worked in the Aerospace industries with RocketDyne, North American Aviation, McDonnell Aircraft; and Republic Aircraft. I have vast business experience, both domestically and internationally. Managed 10 business offices in the Western United States, with annual operating budget exceeding $24,000,000. and revenue budget of $67,00,000. International Business experience was with Olivetti, Data Saab, and Ericsson Communications. I would like to continue to serve as a member of the Arlington Airport Commission. City of Arlington Council Agenda Bill NB #2 Attachment June 3, 2024 Contract with Department of Commerce for Commercial Kitchen Facility Contract with Department of Commerce Administration; Paul Ellis, City Administrator EXPENDITURES REQUESTED: BUDGET CATEGORY: Parks Capital BUDGETED AMOUNT: LEGAL REVIEW: DESCRIPTION: other commercial kitchen entrepreneur needs. The commercial kitchen would include a food preparation multipurpose area that could serve as a dining area and event area. The grant for the design of the commercial kitchen must be obligated by June 30, 2024. The City received a grant from the Department of Commerce in the amount of $563,570 to design a commercial kitchen facility at the food truck court. ALTERNATIVES: Washington State Department of Commerce - Ver.06_09_22 www.commerce.wa.gov Grant to City of Arlington through The 2024 Local and Community Projects Program For Arlington Commercial Kitchen (Arlington) – Design of a commercial kitchen facility. Start date: 7/1/2023 TABLE OF CONTENTS Face Sheet ..................................................................................................................... 1 Special Terms and Conditions ........................................................................................ 2 1. Grant Management .................................................................................. 2 2. Compensation .......................................................................................... 2 3. Certification of Funds Performance Measures ......................................... 2 4. Prevailing Wage Law ............................................................................... 3 5. Documentation and Security .................................................................... 3 6. Basis for Establishing Real Property Values for Acquisitions of Real Property .... 4 7. Expenditures Eligible for Reimbursement ................................................ 4 8. Billing Procedures and Payment .............................................................. 4 9. Subcontractor Data Collection……………………………………………… 5 10. Insurance ................................................................................................. 5 11. Order of Precedence ................................................................................ 7 12. Reduction in Funds .................................................................................. 7 13. Ownership of Project/Capital Facilities ..................................................... 7 14. Change of Ownership or Use for GRANTEE-Owned Property ................. 8 15. Change of Use for Leased Property Performance Measure ..................... 8 16. Modification to the Project Budget ............................................................ 8 17. Signage, Markers and Publications .......................................................... 9 18. Historical and Cultural Artifacts ................................................................ 9 19. Reappropriation ..................................................................................... 10 20. Termination for Fraud or Misrepresentation ........................................... 10 21. Fraud and Other Loss Reporting ............................................................ 10 22. Public Records Act ................................................................................. 10 23. Applicability of Copyright Provisions to Architectural/Engineering Design Work 10 General Terms and Conditions ....................................................................................... 1 1. Definitions ................................................................................................ 1 2. Access to Data ......................................................................................... 1 3. Advance Payments Prohibited ................................................................. 1 4. All Writings Contained Herein .................................................................. 1 5. Amendments ............................................................................................ 1 6. Americans with Disabilities Act (ADA) ...................................................... 2 7. Assignment .............................................................................................. 2 8. Attorney’s Fees ........................................................................................ 2 9. Audit ........................................................................................................ 2 10. Breaches of Other State Contracts...…………………………………………3 11. Confidentiality/Safeguarding of Information .............................................. 3 12. Conflict of Interest .................................................................................... 3 13. Copyright Provision .................................................................................. 4 14. Disputes ................................................................................................... 4 15. Duplicate Payment ................................................................................... 5 16. Governing Law and Venue ....................................................................... 5 17. Indemnification ......................................................................................... 5 18. Independent Capacity of the Grantee ....................................................... 5 19. Industrial Insurance Coverage ................................................................. 6 20. Laws ........................................................................................................ 6 21. Licensing, Accreditation and Registration ................................................ 6 22. Limitation of Authority .............................................................................. 6 23. Noncompliance with Nondiscrimination Laws ........................................... 6 24. Pay Equity……………………………………………………………………….6 25. Political Activities ..................................................................................... 7 26. Publicity ................................................................................................... 7 27. Recapture ................................................................................................ 7 28. Records Maintenance .............................................................................. 7 29. Registration with Department of Revenue ................................................ 7 30. Right of Inspection…………………………………………………… ……….8 31. Savings .................................................................................................... 8 32. Severability .............................................................................................. 8 33. Site Security ............................................................................................. 8 34. Subgranting/Subcontracting ..................................................................... 8 35. Survival .................................................................................................... 8 36. Taxes ....................................................................................................... 8 37. Termination for Cause ............................................................................. 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 FACE SHEET Grant Number: 24-96647-015 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 Ave. Arlington, Washington 98223 3. Grantee Representative 4.COMMERCE Representative Sarah Lopez Community Engagement Director 360-403-3448 sarahl@arlingtonwa.gov Chuck Hunter Project Manager (360) 764-3312 Fax 360-586-5880 chuck.hunter@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 $563,570.00 Federal: State: Other: N/A: 7/1/2023 6/30/2027, contingent on reappropriation, 6/30/2025 if funds are not reappropriated 9. Federal Funds (as applicable) N/A Federal Agency N/A CFDA Number N/A 10. Tax ID #11. SWV #12. UBI #13. DUNS # 91-6001401 SWV0001819-00 311-001-370 N/A 14.Grant Purpose The purpose of this performance-based contract is to provide funding for design of a commercial kitchen facility as described in Attachment A – Scope of Work (the “Project”). 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 Don E. Vanney, Mayor APPROVED AS TO FORM SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 2 THIS CONTRACT, entered into by and between City of Arlington (“GRANTEE”), and the Washington State Department of Commerce (“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 2023, Chapter 474, Section 1025, made an appropriation to support the 2024 Local and Community Projects Program, and directed COMMERCE to administer those funds; and WHEREAS, the GRANTEE intends to complete the Project, which will result in design of a commercial kitchen facility; and WHEREAS, the enabling legislation stipulates that the GRANTEE is eligible to receive funding for 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 $563,570.00 for the capital costs necessary for or incidental to the performance of work as set forth in the Scope of Work. 3.CERTIFICATION OF FUNDS PERFORMANCE MEASURES A.The release of state funds under this contract is contingent upon the GRANTEE certifying that it has expended or has access to funds from non-state sources as set forth in ATTACHMENT C (CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE PROJECT), hereof. Such non-state sources may consist of a combination of any of the following: i)Eligible Project expenditures prior to the execution of this contract. ii)Cash dedicated to the Project. iii)Funds available through a letter of credit or other binding loan commitment(s). iv)Pledges from foundations or corporations. v)Pledges from individual donors. 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 perf ormed by a licensed, professional real estate appraiser, or a current property tax statement. SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 3 COMMERCE will not consider appraisals for prospective values of such property for the purposes of calculating the amount of non-state matching fund credit. vii) In-kind contributions, subject to COMMERCE’S approval. B. The GRANTEE shall maintain records sufficient to evidence that it has access to or has expended funds from such non-state sources, and shall make such records available for COMMERCE’S review upon reasonable request. 4. PREVAILING WAGE LAW The Project funded under this Grant may be subject to state prevailing wage law (Chapter 39.12 RCW). The GRANTEE is advised to consult the Industrial Statistician at the Washington Department of Labor and Industries to determine whether prevailing wages must be paid. COMMERCE is not responsible for determining whether prevailing wage applies to this Project or for any prevailing wage payments that may be required by law. 5. DOCUMENTATION AND SECURITY The provisions of this section shall apply to capital projects performed by nonprofit organizations and public benefit corporations that involve the expenditure of over $250,000 in state funds. Additionally, Commerce reserves the right to review all state-funded projects and to require that projects performed by other entity types comply with this section. Projects for which the grant award or legislative intent documents specify that the state funding is to be used for pre-design or design only are exempt from this section. A. Deed of Trust. This Grant shall be evidenced by a promissory note and secured by a deed of trust or other appropriate security instrument in favor of COMMERCE (the “Deed of Trust”). The Deed of Trust shall be recorded in the County where the Project is located, and the original returned to COMMERCE after recordation within ninety (90) days of contract execution. The Deed of Trust must be recorded before COMMERCE will reimburse the GRANTEE for any Project costs. The amount secured by the Deed of Trust shall be the amount of the grant as set forth in Section 2, hereof. B. Term of Deed of Trust. The Deed of Trust shall remain in full force and effect for a minimum period of ten (10) years following the later of: (1) final payment of state funds to the GRANTEE under this grant; or (2) the date when the facility improved or acquired with grant funds, or a distinct phase of the Project, is made useable to the public for the purpose intended by the Legislature. 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, COMM ERCE may require that GRANTEE record or cause to be recorded a covenant in a superior lien position ahead of the lender’s security instrument that restricts use of the facility or property for the purpose(s) stated elsewhere in this contract for at least the term of the commitment period E. Subordination. COMMERCE may agree to subordinate its deed of trust upon request from a private or public lender. Any such request shall be submitted to COMMERCE in writing, and COMMERCE shall respond to the request in writing within thirty (30) days of receiving the request. SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 4 6. BASIS FOR ESTABLISHING REAL PROPERTY VALUES FOR ACQUISITIONS OF REAL PROPERTY PERFORMANCE MEASURES When all or part of the grant is used to fund the acquisition of real property, before funds are disbursed, the GRANTEE shall procure and provide to COMMERCE evidence establishing the value of the real property eligible for reimbursement 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 e lsewhere in this contract, for Project expenditures corresponding to activities described in the Scope of Work 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 of eligible Project expenditures, up to the maximum payable under this contract. When requesting reimbursement for expenditures made, the GRANTEE shall submit to COMMERCE a signed and completed Invoice Voucher (Form A-19), that documents capitalized Project activity performed – by budget line item – for the billing period. The GRANTEE shall evidence the costs claimed on each voucher by including copies of each invoice received from vendors providing Project goods or services covered by the contract. The GRANTEE shall also provide COMMERCE with a copy of the cancelled check or electronic funds transfer, as applicable, that confirms that they have paid each expenditure being claimed. The cancelled checks or electronic funds transfers may be submitted to COMMERCE at the time the voucher is initially submitted, or within thirty (30) days thereafter. The voucher must be certified (signed) by an official of the GRANTEE with authority to bind the GRANTEE. The final voucher shall be submitted to COMMERCE within sixty (60) days following the completion of work or other termination of this contract , or within fifteen (15) days following the end of SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 5 the state biennium unless contract funds are reappropriated by the Legislature in accordance with Section 19, hereof. If GRANTEE has or will be submitting any of the invoices attached to a request for payment for partial reimbursement under another grant contract, GRANTEE must clearly identify such grant contracts in the transmittal letter and request for payment. Each request for payment must be accompanied by a Project Status Report, which describes, in narrative form, the progress made on the Project since the last invoice was submitted, as well as a report of Project status to date. COMMERCE will not release payment for any reimbursement request received unless and until the Project Status Report is received. After approving the Invoice Voucher and Project Status Report, COMMERCE shall promptly remit a warrant to the GRANTEE. COMMERCE will pay GRANTEE upon acceptance of services provided and receipt of properly completed invoices, which shall be submitted to the Representative for COMMERCE not more often than monthly. Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after receipt of properly completed invoices. Payment shall be sent to the address designated by the GRANTEE. COMMERCE may, in its sole discretion, terminate the Grant or withhold payments claimed by the GRANTEE for services rendered if the GRANTEE fails to satisfactorily comply with any term or condition of this Grant. No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall be made by COMMERCE. Duplication of Billed Costs The GRANTEE shall not bill COMMERCE for services performed under this Agreement, and COMMERCE shall not pay the GRANTEE, if the GRANTEE is entitled to payment or has been or will be paid by any other source, including grants, for that service. Disallowed Costs The GRANTEE is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subgrantees. 9. SUBCONTRACTOR DATA COLLECTION GRANTEE will submit reports, in a form and format to be provided by Commerce and at intervals as agreed by the parties, regarding work under this Grant performed by subcontractors and the portion of Grant funds expended for work performed by subcontractors, including but not necessarily limited to minority-owned, woman-owned, and veteran-owned business subcontractors. “Subcontractors” shall mean subcontractors of any tier. 10. INSURANCE A. Insurance Requirements for Reimbursable Activities The GRANTEE will maintain appropriate insurance coverage throughout any period in which reimbursable activities are conducted. The intent of the required insurance is to protect the state of Washington should there be any claims, suits, actions, costs, damages or expenses arising from any loss, or negligent or intentional act or omission of the GRANTEE, or Subgrantee, or agents of either, while performing under the terms of this Grant. B. Additional Insurance Requirements during the Term of the Grant The GRANTEE shall provide proof to COMMERCE of the following insurance coverage as applicable: Commercial General Liability Insurance Policy. Provide a Commercial General Liability Insurance Policy, including contractual liability, written on an occurrence basis, in adequate SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 6 quantity to protect against legal liability related to this Grant 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. Commercial General Liability Insurance coverage shall be maintained in full force and effect during the term of this Grant and throughout the commitment period described in Special Terms and Conditions Section 5, 14, and 15. Property Insurance. The GRANTEE shall keep the property insured in an amount sufficient to permit such insurance to be written at all times on a replacement cost basis. Such insurance shall cover the following hazards , as applicable:  Loss or damage by fire and such other risks;  Loss or damage from leakage or sprinkler systems now or hereafter installed in any building on the premises;  Loss or damage by explosion of steam boilers, pressure vessels, oil or gasoline storage tanks or similar apparatus now or hereafter installed in a building or building on the premises. Property Insurance coverage shall be maintained in full force and effect during the term of this Grant and throughout the commitment period described in Special Terms and Conditions Section 5, 14, and 15. Fidelity Insurance. Every officer, director, employee, or agent who is authorized to act on behalf of the GRANTEE for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other instruments of payment for program costs shall be insured to provide protection against loss: A. The amount of fidelity coverage secured pursuant t o this Grant shall be $2,000,000 or the highest of planned reimbursement for the Grant period, whichever is lowest. Fidelity insurance secured pursuant to this paragraph shall name COMMERCE as beneficiary. B. Subgrantees that receive $10,000 or more per year in funding through this Grant shall secure fidelity insurance as noted above. Fidelity insurance secured by Subgrantees pursuant to this paragraph shall name the GRANTEE and the GRANTEE’s fiscal agent as beneficiary. Fidelity Insurance coverage shall be maintained in full force and effect from the start date of this Grant until Commerce has issued a Close-Out Letter to the Grantee. Fidelity Insurance must be issued on either (a) a “loss sustained” basis; or (b) if issued on a “loss -discovered” basis, provide coverage for at least six months (6 months) following the date of the Close-Out Letter or include an extended reporting period of at least six months following the date of the Close -Out Letter. The insurance required shall be issued by an insurance com pany 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 modification. The GRANTEE shall provide to COMMERCE 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. 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. Professional Liability, Errors and Omissions Insurance for Contractors. The GRANTEE shall require that any contractors providing professional services that are reimbursable under this Grant maintain Professional Liability or Errors and Omissions Insurance. The GRANTEE shall require such contractors to maintain minimum limits of no less than $1,000,000 per occurrence. SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 7 The state of Washington, its agents, officers, and employees need not be named as additional insureds under these policies. GRANTEES and Local Governments that Participate in a Self-Insurance Program. Self-Insured/Liability Pool or Self-Insured Risk Management Program – With prior approval from COMMERCE, the GRANTEE may provide the coverage above under a self-insured/liability pool or self-insured risk management program. In order to obtain permission from COMMERCE, the GRANTEE shall provide: (1) a description of its self-insurance program, and (2) a certificate and/or letter of coverage that outlines coverage limits and deductibles. All self -insured risk management programs or self-insured/liability pool financial reports must comply with Generally Accepted Accounting Principles (GAAP) and adhere to accounting standards promulgated by: 1) Governmental Accounting Standards Board (GASB), 2) Financial Accounting Standards Board (FASB), and 3) the Washington State Auditor’s annual instructions for financial reporting. GRANTEE’s participating in joint risk pools shall maintain sufficient documentation to support the aggregate claim liability information reported on the balance sheet. The state of Washington, its agents, and employees need not be named as additional insured under a self -insured property/liability pool, if the pool is prohibited from naming third parties as additional insured. GRANTEE shall provide annually to COMMERCE a summary of coverages and a letter of self- insurance, evidencing continued coverage under GRANTEE’s self-insured/liability pool or self- insured risk management program. Such annual summary of coverage and letter of self- insurance will be provided on the anniversary of the start date of this Agreement. 11. ORDER OF PRECEDENCE In the event of an inconsistency in this Grant, the inconsistency shall be resolved by giving precedence in the following order:  Applicable federal and state of Washington statutes and regulations  Special Terms and Conditions  General Terms and Conditions  Attachment A – Scope of Work  Attachment B – Budget  Attachment C – Certification of the Availability of Funds to Complete the Project  Attachment D – Certification of the Payment and Reporting of Prevailing Wages  Attachment E – Certification of Intent to Enter the Leadership in Energy and Environmental Design (LEED) Certification Process 12. REDUCTION IN FUNDS In the event state funds appropriated for the work contemplated under this contract are withdrawn, reduced, or limited in any way by the Governor or the Washington State Legislature during the contract period, the parties hereto shall be bound by any such revised funding limitations as implemented at the discretion of COMMERCE, and shall meet and renegotiate the contract accordingly. 13. OWNERSHIP OF PROJECT/CAPITAL FACILITIES COMMERCE makes no claim to any real property improved or constructed with funds awarded under this contract and does not assert and will not acquire any ownership interest in or title to the capital facilities and/or equipment constructed or purchased with state funds under this contract; provided, however, that COMMERCE may be granted a security interest in real property, to secure funds awarded under this contract. This provision does not extend to claims that COMMERCE may bring against the GRANTEE in recapturing funds expended in violation of this contract. SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 8 14. CHANGE OF OWNERSHIP OR USE FOR GRANTEE-OWNED PROPERTY A. The GRANTEE understands and agrees that any and all real property or facilities owned by the GRANTEE that are acquired, constructed, or otherwise improved by the GRANTEE using state funds under this contract, shall be held and used by the GRANTEE for the purpose or purposes stated elsewhere in this contract for a period of at least ten (10) years from the later of: (1) the date the final payment is made hereunder; or (2) the date when the facility improved or acquired with grant funds, or a distinct phase of the Project, is made usable to the public for the purpose intended by the Legislature. B. This provision shall not be construed to prohibit the GRANTEE from selling any property or properties described in this section; Provided, that any such sale shall be subject to prior review and approval by COMMERCE, and that all proceeds from such sale shall be applied to the purchase price of a different facility or facilities of equal or greater value than the original facility and that any such new facility or facilities will be used for the purpose or purposes stated elsewhere in this contract. C. In the event the GRANTEE is found to be out of compliance with this section, the GRANTEE shall repay to the state general fund the principal amount of the grant, plus interest calculated at the rate of interest on state of Washington general obligation bonds issued most closely to the effective date of the legislation in which the subject facility was authorized. Repayment shall be made pursuant to Section 27 (Recapture provision) of the General Terms and Conditions. 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 later of: (1) the date the final payment is made hereunder; or (2) the date when the facility improved or acquired with grant funds, or a distinct phase of the Project, is made usable to the public for the purpose intended by the Legislature. B. In the event the GRANTEE is found to be out of compliance with this section, the GRANTEE shall repay to the state general fund the principal amount of the grant, plus interest calculated at the rate of interest on state of Washington general obligation bonds issued most closely to the effective date of the legislation in which the subject facility was authorized. Repayment shall be made pursuant to Section 27 (Recapture provision) of the General Terms and Conditions. 16. MODIFICATION TO THE PROJECT BUDGET A. Notwithstanding any other provision of this contract, the GRANTEE may, at its discretion, make modifications to line items in the Project Budget (Attachment B), hereof, that will not increase the line item by more than fifteen percent (15%). B. The GRANTEE shall notify COMMERCE in writing (by email or regular mail) when proposing any budget modification or modifications to a line item in the Project Budget (Attachment B,) hereof, that would increase the line item by more than fifteen percent (15%). Conversely, COMMERCE may initiate the budget modification approval process if presented with a request for payment under this contract that would cause one or more budget line items to exceed the 15 percent (15%) threshold increase described above. C. Any such budget modification or modifications as described above shall require the written approval of COMMERCE (by email or regular mail), and such written approval shall amend the Project Budget. Each party to this contract will retain and make any and all documents related to such budget modifications a part of their respective contract file. D. Nothing in this section shall be construed to permit an increase in the amount of funds available for the Project, as set forth in Section 2 of this contract. SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 9 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 Proje ct, 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 21-02 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 21-02 as applicable, coordinate with Commerce and the Washington State Department of Archaeology and Historic Preservation (“DAHP”), including any recommended consultation with any affected tribe(s), during Project design and prior to construction to determine the existence of any tribal cultural resources affected by Project. GRANTEE agrees to avoid, minimize, or mitigate impacts to the cultural resource as a continuing prerequisite to receipt of funds under this Contract. The GRANTEE agrees that, unless the GRANTEE is proceeding under an approved historical and cultural monitoring plan or other memorandum of agreement, if historical or cultural artifacts are discovered during construction, the GRANTEE shall immediately stop construction and notify the local historical preservation officer and the state's historical preservation officer at DAHP, and the Commerce Representative identified on the Face Sheet. If human remains are uncovered, the GRANTEE shall report the presence and location of the remains to the coroner and local enforcement immediately, then contact DAHP and the concerned tribe's cultural staff or committee. The GRANTEE shall require this provision to be contained in all subcontracts for work or services related to the Scope of W ork attached hereto. In addition to the requirements set forth in this Contract, GRANTEE agrees to comply with RCW 27.44 regarding Indian Graves and Records; RCW 27.53 regarding Archaeological Sites and Resources; RCW 68.60 regarding Abandoned and Historic Cemeteries and Historic Graves; and WAC 25-48 regarding Archaeological Excavation and Removal Permits. Completion of the requirements of Section 106 of the National Historic Preservation Act shall substitute for completion of Governor’s Executive Order 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 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, 2025 will lapse on that date unless specifically reappropriated by the Washington State Legislature. B. If funds are so reappropriated, the state's obligation under the terms of this contract shall be contingent upon the terms of such reappropr iation. SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 10 C. In the event any funds awarded under this contract are reappropriated for use in a future biennium, COMMERCE reserves the right to assign a reasonable share of any such reappropriation for administrative costs. 20. TERMINATION FOR FRAUD OR MISREPRESENTATION In the event the GRANTEE commits fraud or makes any misrepresentation in connection with the Grant application or during the performance of this contract, COMMERCE reserves the right to terminate or amend this contract accordingly, including the right to recapture all funds disbursed to the GRANTEE under the Grant. 21. FRAUD AND OTHER LOSS REPORTING Grantee shall report in writing all known or suspected fraud or other loss of any funds or other property furnished under this Contract immediately or as soon as practicable to the Commerce Representative identified on the Face Sheet. 22. PUBLIC RECORDS ACT Notwithstanding General Terms and Conditions Section 11, COMMERCE is a public agency subject to the Public Records Act, Chapter 42.56 RCW (the “PRA”). Under the PRA, all materials relating to the conduct of government or the performance of any governmental or proprietary function prepared, owned, used, or retained by COMMERCE or its functional equivalents are considered public records. The PRA requires that public records responsive to a public records request be promptly produced unless the PRA or an “other statute” exempts such records from production. This Agreement is not intended to alter COMMERCE’s obligations under the PRA. The parties agree that if COMMERCE receives a public records request for files that may include confidential information under General Terms and Conditions Section 11, COMMERCE will notify the other party of the request and of the date that the records will be released to the requester unless GRANTEE obtains a court order enjoining disclosure. If the GRANTEE fails to obtain the court order enjoining disclosure, COMMERCE may release the requested information on the date specified. If the GRANTEE obtains a court order from a court of competent jurisdiction enjoining disclosure pursuant to the PRA, COMMERCE shall maintain the confidentiality of the information per the court order. 23. APPLICABILITY OF COPYRIGHT PROVISIONS TO ARCHITECTURAL/ENGINEERING DESIGN WORK The “Copyright Provisions”, Section 13 of the General Terms and Conditions, are not intended to apply to any architectural and engineering design work funded by this grant. 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. “Grant” and “Agreement” and “Contract” shall mean the entire written agreement between COMMERCE and the GRANTEE, including any exhibits, attachments, documents, or materials incorporated by reference, and any amendments executed by the parties. D. "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. E. “Personal Information” shall mean information identifiable to any person, including, but not limited to, information that relates to a person’s name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers. F. ”State” shall mean the state of Washington. G. "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. H. “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 fo r goods and/or services in the course of normal trade or commerce. I. “Vendor” is an entity that agrees to provide the amount and kind of services requested by COMMERCE; provides services under the grant only to those beneficiaries individually determined to be eligible by COMMERCE and, provides services on a fee -for-service or per-unit basis with contractual penalties if the entity fails to meet program performance standards. 2. ACCESS TO DATA In compliance with RCW 39.26.180, the GRANTEE shall provide access to data generated under this Grant to COMMERCE, the Joint Legislative Audit and Review Committee, and the Office of the State Auditor at no additional cost. This includes access to all information that supports the findings, conclusions, and recommendations of the GRANTEE’s reports, including computer models and the methodology for those models. 3. ADVANCE PAYMENTS PROHIBITED No payments in advance of or in anticipation of goods or services to be provided under this Grant shall be made by COMMERCE. 4. ALL WRITINGS CONTAINED HEREIN This Grant contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Grant shall be deemed to exist or to bind any of the parties hereto. 5. AMENDMENTS This Grant may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 2 6. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 10 1-336, also referred to as the “ADA” 28 CFR Part 35 The GRANTEE must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 7. ASSIGNMENT Neither this Grant, nor any claim arising under this Grant, shall be transferred or assigned by the GRANTEE without prior written consent of COMMERCE. 8. ATTORNEYS’ FEES Unless expressly permitted under another provision of the Grant, in the event of litigation or other action brought to enforce Grant terms, each party agrees to bear its own attorneys ’ fees and costs. 9. AUDIT A. General Requirements COMMERCE reserves the right to require an audit. If required, GRANTEEs are to procure audit services based on the following guidelines. The GRANTEE shall maintain its records and accounts so as to facilitate audits and shall ensure that subgrantees also maintain auditable records. The GRANTEE is responsible for any audit exceptions incurred by its own organization or that of its subgrantees. COMMERCE reserves the right to recover from the GRANTEE all disallowed costs resulting from the audit. Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit report. The GRANTEE must respond to COMMERCE requests for information or corrective action concerning audit issues within thirty (30) days of the date of request. B. State Funds Requirements In the event an audit is required, if the GRANTEE is a state or local government entity, the Office of the State Auditor shall conduct the audit. Audits of non-profit organizations are to be conducted by a certified public accountant selected by the GRANTEE. The GRANTEE shall include the above audit requirements in any subcontracts. In any case, the GRANTEE’s records must be available for review by COMMERCE. C. Documentation Requirements The GRANTEE must send a copy of the audit report described above no later than nine (9) months after the end of the GRANTEE’s fiscal year(s) by sending a scanned copy to auditreview@commerce.wa.gov or a hard copy to: Department of Commerce ATTN: Audit Review and Resolution Office 1011 Plum Street SE PO Box 42525 Olympia WA 98504-2525 In addition to sending a copy of the audit, when applicable, the GRANTEE must include:  Corrective action plan for audit findings within three (3) months of the audit being received by COMMERCE. GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 3  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 governm ent services, addresses, telephone numbers, social security number, driver’s license number and other identifying numbers, and “Protected Health Information” under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). B. The GRANTEE shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. The GRANTEE shall use Confidential Information solely for the purposes of this Grant and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of COMMERCE or as may be required by law. The GRANTEE shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation of any state or federal laws related thereto. Upon request, the GRANTEE shall provide COMMERCE with its policies and procedures on confidentiality. COMMERCE may require changes to such policies and procedures as they apply to this Grant whenever COMMERCE reasonably determines that changes are necessary to prevent unauthorized disclosures. The GRANTEE shall make the changes within the time period specified by COMMERCE. Upon request, the GRANTEE shall immediately return to COMMERCE any Confidential Information that COMMERCE reasonably determines has not been adequately protected by the GRANTEE against unauthorized disclosure. C. Unauthorized Use or Disclosure. The GRANTEE shall notify COMMERCE within five (5) working days of any unauthorized use or disclosure of any confidential information, and shall take necessary steps to mitigate the harmful effects of such use or disclosure. 12. CONFLICT OF INTEREST Notwithstanding any determination by the Executive Eth ics Board or other tribunal, COMMERCE may, in its sole discretion, by written notice to the GRANTEE terminate this contract if it is found after due notice and examination by COMMERCE that there is a violation of the Ethics in Public Service Act, Chapters 42.52 RCW and 42.23 RCW; or any similar statute involving the GRANTEE in the procurement of, or performance under this contract. Specific restrictions apply to contracting with current or former state employees pur suant 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 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 4 execution, awarding grants, or monitoring grants, during the 24 month period preceding the start dat e of this Grant. Any person identified by the GRANTEE and their subcontractors(s) must be identified individually by name, the agency previously or currently employed by, job title or position held, and separation date. If it is determined by COMMERCE that a conflict of interest exists, the GRANTEE may be disqualified from further consideration for the award of a Grant. In the event this contract is terminated as provided above, COMMERCE shall be entitled to pursue the same remedies against the GRANTEE as it could pursue in the event of a breach of the contract by the GRANTEE. The rights and remedies of COMMERCE provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which COMMERCE makes any determination under this clause shall be an issue and may be reviewed as provided in the “Disputes” clause of this contract. 13. COPYRIGHT PROVISIONS Unless otherwise provided, all Materials produced under this Grant shall be consi dered "works for hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be considered the author of such Materials. In the event the Materials are not considered “works for hire” under the U.S. Copyright laws, the GRANTEE hereby irrevocably assigns all right, title, and interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to COMMERCE effective from the moment of creation of such Materials. “Materials” means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. “Ownership” includes the right to copyright, patent , register and the ability to transfer these rights. For Materials that are delivered under the Grant, but that incorporate pre-existing materials not produced under the Grant, the GRANTEE hereby grants to COMMERCE a nonexclusive, royalty-free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The GRANTEE warrants and represents that the GRANTEE has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to COMMERCE. The GRANTEE shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials furnished under this Grant, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Grant. The GRANTEE shall provide COMMERCE with prompt written notice of each notice or claim of infringement received by the GRANTEE with respect to any Materials delivered under this Grant. COMMERCE shall have the right to modify or remove any restrictive markings placed upon the Materials by the GRANTEE. 14. DISPUTES Except as otherwise provided in this Grant, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Director of COMMERCE, who may designate a neutral person to decide the dispute. The request for a dispute hearing must:  be in writing;  state the disputed issues;  state the relative positions of the parties;  state the GRANTEE's name, address, and Contract number; and  be mailed to the Director and the other party’s (respondent’s) Grant Representative within three (3) working days after the parties agree that they cannot resolve the dispute. The respondent shall send a written answer to the requestor’s statement to both the Director or the Director’s designee and the requestor within five (5) working days. GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 5 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. The GRANTEE certifies that work to be performed under this contract does not duplicate any work to be charged against any other grant, subgrant/subcontract, or agreement. 16. GOVERNING LAW AND VENUE This Grant shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 17. INDEMNIFICATION To the fullest extent permitted by law, the GRANTEE shall indemnify, defend, and hold harmless the state of Washington, COMMERCE, agencies of the state and all officials, agents and employees of the state, from and against all claims for injuries or death arising out of or resultin g from the performance of the contract. “Claim” as used in this contract, means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorneys ’ fees, attributable for bodily injury, sickness, disease, or death, or injury to or the destruction of tangible property including loss of use resulting therefrom. The GRANTEE’s obligation to indemnify, defend, and hold harmless includes any claim by GRANTEE’s agents, employees, representatives, or any subgrantee/subcontractor or its employees. The Contractor’s obligation shall not include such claims that may be caused by the sole negligence of the State and its agencies, officials, agents, and employees. If the claims or damages are caused by or result from the concurrent negligence of (a) the State, its agents or employees and (b) the Contractor, its subcontractors, agents, or employees, this indemnity provision shall be valid and enforceable only to the extent of the negligence of the Contractor or its subcontractors, agents, or employees. The GRANTEE waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the state and its agencies, officers, agents or employees. 18. INDEPENDENT CAPACITY OF THE GRANTEE The parties intend that an independent contractor relationship will be created by this Grant. The GRANTEE and its employees or agents performing under this Contract are not employees or agents of the state of Washington or COMMERCE. The GRANTEE will not hold itself out as or claim to be an officer or employee of COMMERCE or of the state of Washington by reason hereof, nor will the GRANTEE make any claim of right, privilege or benefit which would accrue to such officer or employee under law. Conduct and control of the work will be solely with the GRANTEE. GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 6 19. INDUSTRIAL INSURANCE COVERAGE The GRANTEE shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the GRANTEE fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, COMMERCE may collect from the GRANTEE the full amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount owed by the GRANTEE to the accident fund from the amount payable to the GRANTEE by COMMERCE under this Contract, and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I’s rights to collect from the GRANTEE. 20. LAWS The GRANTEE shall comply with all applicable laws, ordinances, codes, regulations and policies of local and state and federal governments, as now or hereafter amended. 21. LICENSING, ACCREDITATION AND REGISTRATION The GRANTEE shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Contract. 22. LIMITATION OF AUTHORITY Only the Authorized Representative or Authorized Representative’s delegate by writing (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Contract. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this contract is not effective or binding unless made in writing and signed by the Authorized Representative. 23. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS During the performance of this Grant, the GRANTEE shall comply with all federal, state, and local nondiscrimination laws, regulations and policies. In the event of the GRANTEE’s non-compliance or refusal to comply with any nondiscrimination law, regulation or policy, this Grant may be rescinded, canceled or terminated in whole or in part, and the GRANTEE may be declared ineligible for further Grants with COMMERCE. The GRANTEE shall, however, be given a reasonable time in which to cure this noncompliance. Any dispute may be resolved in accordance with the “Disputes” procedure set forth herein. The funds provided under this contract may not be used to fund religious worship, exercise, or instruction. No person shall be required to participate in any religious worship, exercise, or instruction in order to have access to the facilities funded by this grant. 24. PAY EQUITY The GRANTEE agrees to ensure that “similarly employed” individuals in its workforce are compensated as equals, consistent with the following: a. Employees are “similarly employed” if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed; b. GRANTEE may allow differentials in compensation for its workers if the differentials are based in good faith and on any of the following: (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. 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 compensation level must be: Consistent with business necessity; not based on or derived from a gender-based differential; and account for the entire differential. This Contract may be terminated by COMMERCE, if COMMERCE or the Department of Enterprise services determines that the GRANTEE is not in compliance with this provision. 25. POLITICAL ACTIVITIES Political activity of GRANTEE employees and officers are lim ited by the State Campaign Finances and Lobbying provisions of Chapter 42.17a RCW and the Federal Hatch Act, 5 USC 1501 - 1508. No funds may be used for working for or against ballot measures or for or against the candidacy of any person for public office. 26. PUBLICITY The GRANTEE agrees not to publish or use any advertising or publicity materials in which the state of Washington or COMMERCE’s name is mentioned, or language used from which the connection with the state of Washington’s or COMMERCE’s name may reasonably be inferred or implied, without the prior written consent of COMMERCE. 27. RECAPTURE In the event that the GRANTEE fails to perform this Grant in accordance with state laws, federal laws, and/or the provisions of this Grant, COMMERCE reserves the right to recapture funds in an amount to compensate COMMERCE for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the GRANTEE of funds under this recapture provision shall occur within the time period specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due under this Grant. 28. RECORDS MAINTENANCE The GRANTEE shall maintain books, records, documents, data and other evidence relating to this Grant and performance of the services described herein, including but not limited to accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Grant. GRANTEE shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the Grant, shall be subject at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 29. REGISTRATION WITH DEPARTMENT OF REVENUE If required by law, the GRANTEE shall complete registration with the Washington State Department of Revenue. GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 8 30. RIGHT OF INSPECTION At no additional cost, the GRANTEE shall provide right of access to its facilities to COMMERCE, or any of its officers, or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Grant. 31. SAVINGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Grant and prior to normal completion, COMMERCE may terminate the Grant under the "Termination for Convenience" clause, without the ten calendar day notice requirement. In lieu of termination, the Grant may be amended to reflect the new funding limitations and conditions. 32. SEVERABILITY The provisions of this Grant are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Grant. 33. SITE SECURITY While on COMMERCE premises, GRANTEE, its agents, employees, or subcontractors shall conform in all respects with physical, fire or other security policies or regulations. 34. SUBGRANTING/SUBCONTRACTING Neither the GRANTEE nor any subgrantee/subcontractor shall enter into subgrants/subcontracts for any of the work contemplated under this contract without obtaining prior written approval of COMMERCE. In no event shall the existence of the subgrant/subcontract operate to release or reduce the liability of the GRANTEE to COMMERCE for any breach in the performance of the GRANTEE’s duties. This clause does not include Grants of employment between the GRANTEE and personnel assigned to work under this Grant. Additionally, the GRANTEE is responsible for ensuring that all terms, conditions, assurances and certifications set forth in this agreement are carried forward to any subgrants/subcontracts. Every subgrant/subcontract shall include a term that COMMERCE and the State of Washington are not liable for claims or damages arising from a subgrantee’s/subcontractor’s performance of the subgrant/subcontract. 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. GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 9 Before suspending or terminating the Grant, COMMERCE shall notify the GRANTEE in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days, the Grant may be terminated or suspended. In the event of termination or suspension, the GRANTEE shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original Grant and the replacement or cover Grant and all administrative costs directly related to the replacement Grant, e.g., cost of the competitive bidding, mailing, advertising and staff time. COMMERCE reserves the right to suspend all or part of the Grant, withhold further payments, or prohibit the GRANTEE from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the GRANTEE or a decision by COMMERCE to terminate the Grant. A termination shall be deemed a “Termination for Convenience” if it is determined that the GRANTEE: (1) was not in default; or (2) failure to perform was outside of his or her control, fault or negligence. The rights and remedies of COMMERCE provided in this Grant are not exclusive and are, in addition to any other rights and remedies, provided by law. 38. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Grant, COMMERCE may, by ten (10) business days written notice, beginning on the second day after the mailing, terminate this Grant, in whole or in part. If this Grant is so terminated, COMMERCE shall be liable only for payment required under the terms of this Grant for services rendered or goods delivered prior to the effective date of termination. 39. TERMINATION PROCEDURES Upon termination of this Grant, COMMERCE, in addition to any other rights provided in this Grant, may require the GRANTEE to deliver to COMMERCE any property specifically produced or acquired for the performance of such part of this Grant as has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer. COMMERCE shall pay to the GRANTEE the agreed upon price, if separately stated, for completed work and services accepted by COMMERCE, and the amount agreed upon by the GRANTEE and COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially completed work and services, (iii) other property or services that are accepted by COMMERCE, and (iv) the protection and preservation of property, unless the termination is for default, in which case the AUTHORIZED REPRESENTATIVE shall determine the extent of the liability of COMMERCE. Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this Grant. COMMERCE may withhold from any amounts due the GRANTEE such sum as the AUTHORIZED REPRESENTATIVE determines to be necessary to protect COMMERCE against potential loss or liability. The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the AUTHORIZED REPRESENTATIVE, the GRANTEE shall: 1. Stop work under the Grant on the date, and to the extent specified, in the notice; 2. Place no further orders or subgrants/subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Grant that is not terminated; GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 10 3. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the AUTHORIZED REPRESENTATIVE, all of the rights, title, and interest of the GRANTEE under the orders and subgrants/subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to settle or pay any or all claims arising out of the termi nation of such orders and subgrants/subcontracts; 4. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the AUTHORIZED REPRESENTATIVE to the extent AUTHORIZED REPRESENTATIVE may require, which approval or ratification shall be final for all the purposes of this clause; 5. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by the AUTHORIZED REPRESENTATIVE any property which, if the Grant had been completed, would have been required to be furnished to COMMERCE; 6. Complete performance of such part of the work as shall not have been terminated by the AUTHORIZED REPRESENTATIVE; and 7. Take such action as may be necessary, or as the AUTHORIZED REPRESENTATIVE may direct, for the protection and preservation of the property related to this Grant, which is in the possession of the GRANTEE and in which COMMERCE has or may acquire an interest. 40. TREATMENT OF ASSETS Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property furnished by the GRANTEE, for the cost of which the GRANTEE is entitled to be reimbursed as a direct item of cost under this Grant, shall pass to and vest in COMMERCE upon delivery of such property by the GRANTEE. Title to other property, the cost of which is reimbursable to the GRANTEE under this Grant, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the performance of this Grant, or (ii) commencement of use of such property in the performance of this Grant, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first occurs. A. Any property of COMMERCE furnished to the GRANTEE shall, unless otherwise provided herein or approved by COMMERCE, be used only for the performance of this Grant. B. The GRANTEE shall be responsible for any loss or damage to property of COMMERCE that results from the negligence of the GRANTEE or which results from the failure on the part of the GRANTEE to maintain and administer that property in accordance with sound management practices. C. If any COMMERCE property is lost, destroyed or damaged, the GRANTEE shall immediately notify COMMERCE and shall take all reasonable steps to protect the property from further damage. D. The GRANTEE shall surrender to COMMERCE all property of COMMERCE prior to settlement upon completion, termination or cancellation of this Grant All reference to the GRANTEE under this clause shall also include GRANTEE'S employees, agents or subgrantees/subcontractors. 41. WAIVER Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this Grant unless stated to be such in writing and signed by Authorized Representative of COMMERCE. Attachment A Scope of Work Funds awarded under this grant shall be used by the City of Arlington for design of a commercial kitchen facility located at Arlington Municipal Airport in the Northeast corner of 51st Avenue and 172nd Street, Arlington, WA. This will include, but not be limited to, the design of the commercial kitchen facility. This project will serve as a benefit to the public as a part of a larger project to create a food truck park that is intended to create jobs, provide educational opportunities, benefit small businesses, and increase the amount of prepared food available to the community. This project is anticipated to be completed by June 2024. Costs related to the work will only be reimbursed to the extent the work is determined by Commerce to be within the scope of the legislative appropriation. CERTIFICATION PERFORMANCE MEASURE The GRANTEE, by its signature, certifies that the Scope of Work set forth above has been reviewed and approved by the GRANTEE’s governing body as of the date and year written belo w. ______________________________________ GRANTEE ______________________________________ TITLE _____________________________________ DATE Attachment B Budget Line Item Amount Architecture & Engineering $563,570.00 Total Contracted Amount: $563,570.00 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 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 $563,570.00 $563,570.00 Total Non-State and State Sources $563,570.00 CERTIFICATION PERFORMANCE MEASURE The GRANTEE, by its signature, certifies that project funding from sources other than those provided by this contract and identified above has been reviewed and approved by the GRANTEE’s governing body or board of directors, as applicable, and has either been expended for eligible Project expenses, or is committed in writing and available and will remain committed and available solely and specifically for carrying out the purposes of this Project as described in elsewhere in this contract, as of the date and year written below. The GRANTEE shall maintain records sufficient to evidence that it has expended or has access to the funds needed to complete the Project, and shall make such records available for COMMERCE’S review upon reasonable request. ______________________________________ GRANTEE ______________________________________ TITLE _____________________________________ DATE 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 applicable on the date the Project appropriation becomes effective, including but not limited to the filing of the “Statement of Intent to Pay Prevailing Wages” and “Affidavit of Wages Paid” as required by RCW 39.12.040. The GRANTEE shall maintain records sufficient to evidence compliance with Chapter 39.12 RCW, and shall make such records available for COMMERCE’S review upon request. If any state funds are used by the GRANTEE for the purpose of construction, applicable State Prevailing Wages must be paid. The GRANTEE, by its signature, certifies that the declaration set forth above has been reviewed and approved by the GRANTEE’s governing body as of the date and year written below. ______________________________________ GRANTEE ______________________________________ TITLE _____________________________________ DATE Attachment E Certification of Intent to Enter the Leadership in Energy and Environmental Design (LEED) Certification Process CERTIFICATION PERFORMANCE MEASURE The GRANTEE, by its signature, certifies that it will enter into the Leadership in Energy and Environmental Design certification process, as stipulated in RCW 39.35D, as applicable to the Project funded by this contract. The GRANTEE shall, upon receipt of LEED certification by the United States Green Building Council, provide documentation of such certification to COMMERCE. The GRANTEE, by its signature, certifies that the declaration set forth above has been reviewed and approved by the GRANTEE’s governing body or board of directors, as applicable, as of the date and year written below. _____________________________________ GRANTEE ______________________________________ TITLE _____________________________________ DATE City of Arlington Council Agenda Bill NB #3 Attachment June 3, 2024 Scope of Work (SOW) and fee from Commonstreet Consulting for additional Right-of-Way (ROW) Amendment No. 1 Scope of Work / Fee Public Works; Jim Kelly, Director EXPENDITURES REQUESTED: Not to Exceed $55,556.00 BUDGET CATEGORY: Transportation Improvement Fund, Grant Funding BUDGETED AMOUNT: $500,000 (2023-2024) LEGAL REVIEW: DESCRIPTION: 188th/Smokey Point Blvd Roundabout project. The City of Arlington is moving forward with the installation of a roundabout at the 188th St and Smokey Point Blvd intersection. This project required the City to procure rights-of-way from several abutting parcel owners. Since federal funding is on this project, all procurement has to be contracted through an independent third party that negotiates for the right-of-way purchase without involvement by the City. The initial scope of work with Commonstreet was for services to procure two parcels. This contract amendment authorizes Commonstreet to procure the remaining parcels needed for the 188th Roundabout construction. ALTERNATIVES: I move to approve the Commonstreet Consulting scope of work for a fee not to exceed $55,556 for the 188th/Smokey Point Blvd Roundabout Right of Way services, and authorize the Mayor to sign the contract amendment, subject to final review by the City Attorney. 92 Lenora St, PMB 125 Seattle, WA 98121 (844) ROW CERT 9961 (844 info@csrow.com www.csrow.com April 24, 2024 Mr. James Kelly City of Arlington, Public Works 154 West Cox Arlington WA 98223 Re: Revisions to Scope and Fee – PW-T23.008 f.k.a as 188th St Roundabout-Longhorn Saloon Dear Mr. Kelly: Commonstreet appreciates the opportunity to partner with and work for the City of Arlington. This request for a revised scope and supplemental budget is result of a) additional relocation tasks for Longhorn Saloon (relocation plan), b) transferring remaining work on Jammeh to this contract, and c) the City’s request for ROW services for 5 additional parcels for the 188th St Roundabout project. Scope Summary, Assumptions and Project Understanding- It is assumed that relocation planning is required for the Longhorn Saloon whole parcel acquisition and displacement, five (5) partial acquisitions are required from: Smokey Y’s, Kazen, Wendell and Schack, Stillaguamish Tribe, and Allen Investiments, all remaining work on Jammeh will be done under this contract. This request for a supplemental also includes relocation planning services not included in the original scope. WSDOT ROW Certification service for the entire project will also be required and was not contemplated in the original scope. It is also assumed 1) no personal property relocations or displacements will be required, 2) no design changes will occur after the offer has been made, and 3) that all acquisitions have been or will be valued by a WSDOT Approved Appraiser contracted directly to the City. All acquisition activities will be executed in accordance with the City’s approved Right of Way Procedures, the WSDOT LAG Manual, and all applicable state laws. It is further assumed no WSDOT ROW Certification will be required. Further, we understand that time is of essence for acquisition of the needed property rights and that the City understands that the right of way services are being obtained within a proposed abbreviated right of way acquisition schedule. Commonstreet will use its best efforts to meet the proposed schedule and is experienced providing schedule saving and risk mitigation strategies to meet similar schedules. It is assumed that the City is willing to use its condemnation authority to acquire these necessary property rights. Use of stipulations to Public Use and Necessity can be considered as part of the project approach to meet the proposed schedule. Best regards, Chris LaBonte Principal Page 2 SCOPE AND FEE PROPOSAL | City of Arlington #2 Scope of Services Task 1.0 – Project Management • Prepare for and lead Right of Way Task Force Meetings; • Respond to inquiries and needs identified by your Agency and/or Project Stakeholders; • Provide public outreach and communication plan with impacted parcel owners; • Provide written and oral status updates on parcel acquisitions; • Provide oversight to all aspects of the right of way program including title, negotiations, relocations (if any) and closing preparations tasks; • Review Agency’s approved Right of Way Procedures; • Develop and execute the Right of Way program in compliance with Uniform Act and WSDOT LAG manual requirements; • Maintain quality control/quality assurance protocols in the execution of the right of way task; • Coordinate appraisal and appraisal review tasks/prepare Appraisal Waivers as needed. Task 2.0 - Title Review and Conveyance Documents Drafts • Create state and federal compliant project files for each parcel; • Review title reports for each parcel and recommend clearance/acceptance of each exception; • Request the City order new and/or updates to existing title commitments; • Once a parcel’s title interest has been reviewed, identify method of clearance per Agency direction; • Prepare documents needed to clear liens or encumbrances; • Prepare offer letters and all documents needed to convey temporary and/or permanent property interests; • Review City-prepared templates for State and Federal compliance. Task 3.0 - Appraisal and Appraisal Review Coordination • Review appraisal/valuation and appraisal review reports for each affected parcel; • Review design elements with City’s design team. Task 4.0 - Negotiations, Administrative Settlements and QA/QC • Contact property owners, present offers, negotiation compensation and settlement terms. • As needed, prepare Administrative Justifications compliant with City and LAG Manual requirements; • Facilitate execution of offer package/conveyance documents, deliver executed offer package to City for payment processing and recording. • Facilitate execution of offer package/conveyance documents, deliver executed offer package to City for payment processing and recording. Task 5.0 – Escrow/Payment Processing and Recording • Where escrow is utilized, provide escrow instructions as to payment and closing terms; • Provide City with property owner executed payment vouchers; • Facilitate recording of all conveyance documents; • Secure proof of payment from City. Task 6.0 - File Close Out • Completed acquisition/relocation files in format satisfactory to the City; • Facilitate completion of file closing, and provide to the City (electronic and/or hard copy); Page 3 SCOPE AND FEE PROPOSAL | City of Arlington #2 • Prepare up to 7 parcel files for submission to WSDOT LAC for certification; • Prepare certification letters and submissions for WSDOT LAC. Task 7.0 – Business Relocation • Conduct inventory at business site; • Draft and get approved Relocation Plan; • Prepare Request for Proposal for commercial movers and arrange a walk-thru date; • Analyze bids received from commercial movers; • Prepare move bid recommendation; • Analyze tax returs if displacee is eligible for “in lieu” option; • Calculate loss of tangibles, if applicable; • Analyze contractor invoices and prepare reestablishment and move cost recommendations, if applicable; • Prepare all required relocation documentation; • Conduct vacate inspection; • Coordinate payments to displacee. Page 4 SCOPE AND FEE PROPOSAL | City of Arlington #2 Supplemental (additional)SCOPE AND FEE TABLE SUMMARY Task 1.0 - Project Management Tasks include client and stakeholder communications; leading of task force meetings; state compliance oversight, risk management tasks affecting the right of way program and schedule and budget controls. Principal @ $279.53/hr @ 3 hr Senior Project Manager @$206.85/hr @ 5 hrs $839 $1,035 Task 2.0 - Title Review and Conveyance Documents Drafts Tasks reviewing title reports for all affected parcels, establishing ownership data, identifying clearance items, drafting all conveyance documents and vouchers, and clearing title encumbrances, as needed. Senior Project Control Specialist @ $139.77/hr @ 2 hrs $280 Task 3.0 – Appraisal/Appraisal Review Coordination Review appraisal/valuation and appraisal review reports for each affected parcel and integrate findings into offer packages. Review design elements with City’s design team. Senior Project Control Specialist @ $139.77/hr @ 1.5 hrs $210 Task 4.0 - Negotiations, Administrative Settlements, QA/QC Includes project file set-up, reviewing of all appraisal and compensation data, presenting offer package and negotiating settlements. Senior Right of Way Agent @ $169.85/hr @ 200 hrs $33,970 Task 5.0 – Escrow/Payment Processing and Recording Includes either setting up client escrow account or facilitating execution of all conveyance documents, payment vouchers and closing data along with recording of conveyance documents and closing of acquisition file. Senior Project Control Specialist @ $139.77/hr @1 hr $140 Task 6.0-File Close Out Completed acquisition/relocation files in format satisfactory to the City; Facilitate completion of file closing, and provide to the City (electronic and/or hard copy). Senior Project Control Specialist @ $139.77/hr @ 5 hrs $699 Task 7.0-Business Relocation Draft Relocation Plan and get WSDOT approval. Conduct inventory at business site; prepare request for proposal for commercial movers and arrange a walk-thru date; analyze bids received from commercial movers; prepare move bid recommendation; analyze tax returns if displacee is elibible for “in lieu” option; calculate loss of tangibles, if applicable; analyze contractor invoices and prepare reestablishment and move cost recommendations, if applicable; prepare all required relocation documentation; conduct vacate inspection; coordinate payments to displacee. Relo Project Manager @$179.47/hr @ 85 hrs Senior Right of Way Agent @ $169.85/hr @ 15 hrs $15,255 $2,548 Sub Total $54,976 Other Direct Costs (ODC’s) Mileage @ $.625 Copy, Printing, Delivery $480 $100 Grand Total - Services and ODC’s $55,556