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Final 2024 0326 Council Agenda Packet
Moses Lake City Council Dustin Swartz, Mayor | Judy Madewell, Deputy Mayor | Don Myers, Council Member | Mark Fancher, Council Member Deanna Martinez, Council Member | David Skaug, Council Member | Victor Lombardi, Council Member Tuesday, March 26, 2024 Moses Lake Civic Center – 401 S. Balsam or remote access* Study Session 5:30 p.m. – Downtown Parking Regulations Regular Meeting Agenda Call to Order – 6:30 p.m. Roll Call Pledge of Allegiance Approval of the Agenda Presentation -Travel Demand Model Citizen’s Communications ** Summary Reports: Mayor’s Report -Sister City Student Exchange Open House Additional Business City Manager’s Report #1 Consent Agenda pg 3 Motion All items listed below are considered to be routine and will be enacted by one motion. There will be no separate discussion of these items unless a Council Member requests specific items to be removed from the Consent Agenda for discussion prior to the time Council votes on the motion to adopt the Consent Agenda. a.Claims and Payroll COML Council Packet 3-26-24, Page 1 of 186 March 26, 2024, City Council Meeting Page 2 ____________________________ Consent Agenda Continued b.Master Services Agreement for Pallet Shelter Purchase c.Department of Commerce Irrigation Grant d.Division Lift Station Services During Construction e.Well 20 Declaration of Covenant f.Verizon Cell on Wheels Lease g.Mason’s Concessionaire Agreement Old Business #2 pg 136 Food Truck Regulations Amendment Ordinance Motion Presented by Kirsten Peterson, Community Development Director Summary: Council to review and consider adoption New Business #3 Motion pg 162 Limited English Proficiency Plan Resolution Presented by Kevin Fuhr, City Manager Summary: Council to review and consider adoption Administrative Reports Council Committee Reports Adjournment Next Regular Council Meeting is scheduled for April 9, 2024 NOTICE: Individuals planning to attend the in-person meeting who require an interpreter or special assistance to accommodate physical, hearing, or other impairments, need to contact the City Clerk at (509) 764-3703 or Deputy City Clerk at (509) 764-3713 at least 24 hours in advance of the meeting. *Remote Options: #1 MS Teams App or Online Click here to join the meeting Meeting ID: 271 476 077 645 Passcode: RDxRvN Click Here to Download Teams | Join on the web Or #2 MS Teams by phone (audio only) +1 509-707-9401,,124174422# Phone ID: 124 174 422# Or #3 Youtube Live https://www.youtube.com/@MosesLakeCityCouncil/streams ** In person Citizen Comment or Public Hearing Comments form needs to be turned in prior to start of each meeting. The 5-minute time per speaker may be reduced to allow a maximum period of 30- minutes for citizens who have signed up to speak. Click this link for remote speaker request forms which must be completed by 3 p.m. on the day of the meeting. To be heard remotely during the live meeting – select the Teams option 1 above. COML Council Packet 3-26-24, Page 2 of 186 Council Staff Report To:Agenda Item Number: From Department For Agenda of:Proceeding Type Subject Reviewed and Approved by: Expenditure Required:Amount Budgeted:Appropriation Required: Action Requested Packet Attachments (if any) Kevin Fuhr, City Manager 15048 Madeline Prentice, Director Finance 3/26/2024 Consent Agenda Disbursement report since March 12, 2024 City Manager City Attorney Community Development Finance Fire Human Resources Parks, Rec, & Cultural Services Police Public Works Technology Services 1,790,852.60$1,790,852.60$0.00$ Approve payment of claims as presented. The following amounts were budgeted, and sufficient funds were available to cover these payments. Electronic Transfer: N/A Checks: 164545 - 164769 - $1,136,076.01 Payroll Checks: 03- 15-2024 PR, #66067 - 66075 - $6,977.58 Electronic Payments: 03-15-2024 Direct Deposit: - $647,799.01 Vouchers - 03.26.2024.pdf 131.87KB COML Council Packet 3-26-24, Page 3 of 186 Overview Fiscal and Policy Implications Approve, Authorize, or Adopt: Provide Amended Direction: No Action Taken: RCW 42.24 governs the process for audit and review of claims and payroll payments for the City. RCW 42.24.180 requires the review and approval of all payments at a regularly scheduled public meeting on at least a monthly basis. The State Budgeting, Accounting and Reporting Systems (BARS) Manual outlines the above format for approval by the City Council. RCW 42.24.080 requires that all claims presented against the City by persons furnishing materials, rendering services or performing labor must be certified by the appropriate official to ensure that the materials have been furnished, the services rendered, or the labor performed as described, and that the claims are just, due and unpaid obligations against the City. RCW 42.24.180 allows expedited processing of the payment of claims when certain conditions have been met. The statute allows the issuance of warrants or checks in payment of claims before the legislative body has acted to approve the claims when: (1) the appropriate officers have furnished official bonds; (2) the legislative body had adopted policies that implement effective internal control; (3) the legislative body has provided for review of the documentation supporting the claims within a month of issuance; and (4) that if claims are disapproved, they shall be recognized as receivables and diligently pursued. The City meets all these conditions. To comply with the requirements, Finance staff schedule payment of claims and payroll for semi-monthly Council approval on the Consent Agenda. The payments listed in the schedule cover all claims and payroll payments during the period prior to the date of the Council meeting. All payments made during this period were found to be valid claims against the City. Details are attached and any questions should be directed to the City Manager or Finance Director. The City's internal controls include certification of the validity of all payments by the appropriate department prior to submission for payment. The Finance Director has delegated authority for the examination of vouchers and authorization of payments to the Finance, Accounts Payable, and Payroll staff. All payments are reviewed and validated. The Finance Division regularly reviews it processes to ensure appropriate internal controls are in place. Options and Results Approve N/A Staff would recognize claims as receivables and pursue collections. COML Council Packet 3-26-24, Page 4 of 186 TOTALS BY FUND: FUND NO FUND NAME Est. Fund Bal. 03/13/2024 AMOUNT Est. Fund Bal. 03/26/24 001 GENERAL FUND 9,970,162 238,220.01 9,731,942 102 TOURISM 1,634,010 - 1,634,010 103 GRANTS AND DONATIONS 1,111,717 2,761.24 1,108,956 105 ARPA 3,381,602 - 3,381,602 110 HOMELESS SERVICES 382,441 12,095.49 370,346 111 OPIOID ABATEMENT 50,358 - 50,358 112 PUBLIC ARTS FUND 49,824 - 49,824 114 PATHS/TRAILS 93,205 - 93,205 116 STREET 444,134 50,999.94 393,134 119 STREET REPR/RECON 3,939,709 24,522.96 3,915,186 170 TRANSPORTATION BENEFIT DISTRICT 1,515,770 - 1,515,770 282 LOCAL BORROWING 984,872 - 984,872 286 REFUNDING GO BONDS 2015 184,854 - 184,854 314 PARK & RECREATION IMPROVEMENTS 680,489 8,149.44 672,340 315 PARK MITIGATION CAPITAL PROJECTS 20,258 19,928.26 330 316 COMMUNITY SERVICES CENTER 59,009 59,009.40 - 320 FIRE MITIGATION FUND 749,640 - 749,640 322 WATER REMIDIATION 1,803,828 38,427.38 1,765,401 410 WATER/WASTEWATER 7,958,864 73,665.74 7,885,198 450 2011 BOND FUND 10,304 - 10,304 451 2011 BOND FUND - RESERVE 567,600 - 567,600 452 2004 BOND FUND 6,017 - 6,017 453 2004 BOND FUND - RESERVE 701,500 - 701,500 471 WATER RIGHTS 1,578,642 - 1,578,642 477 WATER SEWER CONSTRUCTION 4,109,786 20,269.74 4,089,516 485 PWTF WATER-WASTEWATER DEBT SVS 20,196 - 20,196 487 2015 GO BONDS REDEMPTION 9,508 - 9,508 490 SANITATION 2,362,935 415,107.37 1,947,828 493 STORM WATER 874,918 28,066.61 846,852 495 AIRPORT 76,602 274.37 76,327 498 AMBULANCE 406,946 39,841.64 367,104 501 UNEMPLOYMENT COMPENSATION INSURANCE 127,599 4,652.21 122,947 503 SELF-INSURANCE 278,504 - 278,504 517 CENTRAL SERVICES 845,411 18,840.99 826,570 519 EQUIPMENT RENTAL 1,795,072 44,550.30 1,750,521 528 BUILDING MAINTENANCE 1,856,949 36,427.92 1,820,521 611 FIRE PENSION 426,272 - 426,272 623 DEPOSIT 829,987 - 829,987 631 STATE 2,662 265.00 2,397 TOTAL 51,902,156$ 1,136,076.01$ 50,766,080$ City of Moses Lake Tabulation of Claims Paid-Summary by Fund Council Meeting Date- 03/26/2024 COML Council Packet 3-26-24, Page 5 of 186 Check Name Check Amount Check Date Invoice Description 164545 Dean McPherson 37.00 03/06/2024 Pedsafety Solutions Presentation 164546 Don Terrell 37.00 03/06/2024 Pedsafety Solutions Presentation 164547 Gilberto Rangel 37.00 03/06/2024 Pedsafety Solutions Presentation 164548 Jovita Cantu 185.00 03/06/2024 WABO 2024 Conference 164549 Nick Metcalf 265.00 03/06/2024 Active Shooter Instructor 164550 Olivia Martinez 68.00 03/06/2024 Carseat Training 2024 164551 Philip Hanson 37.00 03/06/2024 Pedsafety Solutions Presentation 164552 A & H Printers Inc 286.18 03/07/2024 Business Cards 164553 Abc Hydraulics 124.87 03/07/2024 Misc. Parts 164554 Affordable Auto Repair Inc 4,728.44 03/07/2024 Repair Equipment # 031 164555 Alicia M. Hicks 35.00 03/07/2024 Museum Consignment 164556 Amazon Capital Services, Inc.9,548.06 03/07/2024 IT Amazon February 2024 164557 Anatek Labs, Inc.1,350.00 03/07/2024 Sample Testing 164558 Aspect Consulting 3,805.00 03/07/2024 Aquifer Storage and Recovery Grant 164559 Barbara Harris 34.30 03/07/2024 Museum Consignment 164560 Basin Propane LLC 43.25 03/07/2024 Propane for Sleep Center 164561 Basin Septic Services Inc 110.00 03/07/2024 Portable Toilet @ Airport 164562 Battery Systems Inc 277.47 03/07/2024 Battery 27F-85 164563 Branom Operating Company LLC 2,628.70 03/07/2024 2024 Annual Meter Maintenance 164564 Bureau Of Reclamation 638.23 03/07/2024 Ground Water Permit 2024 164565 Carol Cross 38.50 03/07/2024 Museum Consignment 164566 Centurylink 55.41 03/07/2024 206-T03-6229 331B 2.23.2024 164567 Centurylink 296.58 03/07/2024 Water Shutoff Notifications 164568 Code Publishing Co.487.80 03/07/2024 Ordinance Codification 164569 Columbia Basin Herald 900.00 03/07/2024 Retirement Article- Kevin 164570 Commercial Tire Inc 296.28 03/07/2024 Tires - ST225/75R15 164571 Consolidated Disposal Service 36,385.47 03/07/2024 Transfer Station January 24 164572 Copiers Northwest Inc 439.26 03/07/2024 Equipment Contract Fees 164573 Databar Inc 2,010.47 03/07/2024 Utility Billing Invoices 164574 Deborah Goodrich Chittenden 65.80 03/07/2024 Museum Consignment 164575 Dell Marketing 10,851.11 03/07/2024 Computer/Monitor 164576 Dept Of Ecology 85.00 03/07/2024 A. Morton Ecology Application Fee 164577 Devries Information Mgmt 57.50 03/07/2024 On Site Record Distruction 164578 Dobbs Peterbilt- Moses Lake 648.13 03/07/2024 Speed Sensor Kit/Fuel Filter 164579 Employment Security Department 4,652.21 03/07/2024 Unemployment Claims Q4 2023 164580 EMS Technology Solutions, LLC 17,990.06 03/07/2024 Computer Software 164581 Evergreen StormH2O 21,487.73 03/07/2024 Professional Services- Stormwater Comp Plan. 164582 Farallon Inc 533.90 03/07/2024 Water Remediation Services 164583 Ferguson Enterprises Inc #3007 185.18 03/07/2024 Misc. Parts 164584 Fire Systems West Inc 375.34 03/07/2024 Heat Detectors 164585 Grainger Parts Operations 3,541.60 03/07/2024 Moisture Scanner 164586 Grant County Animal Outreach 8,333.00 03/07/2024 March Contribution 2024 164587 Grant County Sheriff'S Office 902.58 03/07/2024 Dunkin Body Armor 164588 Gray & Osborne, Inc.6,849.18 03/07/2024 East Low Canal Water Quality Investigation GC2023-177 164589 Greg Graffe 84.00 03/07/2024 Museum Consignment 164590 H D Fowler Company 6,850.56 03/07/2024 Hydrant Parts 164591 Hach Company 2,598.61 03/07/2024 Pipets 164592 Haglund's Trophies, LLC 65.25 03/07/2024 Council Name Plates 164593 Home Depot Pro (Supplyworks)2,915.57 03/07/2024 Janitorial Supplies 164594 Huntwork Enterprise LLC 5,262.38 03/07/2024 Freon Charges 164595 IAFF Local 1258 6,525.00 03/07/2024 IAFF Union Dues 164596 Ibs Inc 2,444.79 03/07/2024 Bore Blade 164597 Inland Body & Paint 7,074.45 03/07/2024 Repair Eq # 133 164598 Inland Pipe & Supply Company 42.29 03/07/2024 PVC Glue/PVC Primer **Prompt Pay Discount** 164599 Jerrys Auto Supply 600.31 03/07/2024 Panel Filter 164600 Judy Rice 70.00 03/07/2024 Museum Consignment City of Moses Lake Checks Issued with Summary Description For March 26th, 2024 Council Meeting COML Council Packet 3-26-24, Page 6 of 186 164601 Katherine Da Silva 51.80 03/07/2024 Museum Consignment 164602 Kathleen Parr 119.00 03/07/2024 Museum Consignment 164603 Kelley Create 285.83 03/07/2024 Equipment Contract Fees 164604 Kottkamp & Yedinak, P.L.L.C.1,365.00 03/07/2024 Civil Seizure Hearing 164605 Kris Chudomelka 30.10 03/07/2024 Museum Consignment 164606 L N Curtis & Sons 1,106.31 03/07/2024 SCBA Repair Pieces 164607 Lance, Soll & Lunghard, LLP 39,352.50 03/07/2024 Finance Professional Services 164608 Leslie Allan Barnett 1,000.00 03/07/2024 2024 Training Falconer and Russell 164609 Life -Assist, Inc.159.29 03/07/2024 Medical Supplies 164610 Lisa Kay Dorsing 319.78 03/07/2024 Department Photos 164611 Lowes 3,567.12 03/07/2024 Lowes January 2024 164612 Martin Law LLP 23,839.44 03/07/2024 AFFF MDL 164613 Martin Schempp 39.20 03/07/2024 Museum Consignment 164614 McKesson Medical-Surgical 2,113.41 03/07/2024 Medical Supplies 164615 Michael Reed 40.60 03/07/2024 Museum Consignment 164616 Moon Security Services Inc 85.57 03/07/2024 Security @ Annex 164617 Moses Lake Police Guild 2,535.00 03/07/2024 2405 Police Guild Dues 164618 Moses Lake Steel Supply 86.50 03/07/2024 Misc. Parts 164619 Multi Agency Comm Center E911 69,185.23 03/07/2024 March 2024 Law Calls 164620 North 40 Outfitters 6.49 03/07/2024 V-Belt 164621 NYS Child Support Prosessing Center 184.61 03/07/2024 2405 Gilmartin Child Support 164622 Office of Financial Recovery 265.00 03/07/2024 Torrey Garnishment 164623 Platt Electric 1,483.29 03/07/2024 Ballast/LED Light 164624 Protect Youth Sports 998.95 03/07/2024 Background Checks 164625 Quill Corporation 387.10 03/07/2024 Office Supplies 164626 R&M Hansen, Inc 124.86 03/07/2024 Laundry Service for Sleep Center 164627 Robert Stowe 4,500.00 03/07/2024 Development & Strategies Feb 2024 164628 Rolluda Architects, Inc.59,009.40 03/07/2024 New Police Building 164629 Secretary Of State 55.00 03/07/2024 Trademark Registration 164630 Sherwin-Williams 604.11 03/07/2024 Athletic Field Line Paint 164631 Sigrid Penrod 121.10 03/07/2024 Museum Consignment 164632 Smarsh Inc 554.55 03/07/2024 Professional Archive 164633 Stryker Medical 1,312.19 03/07/2024 Operating Supplies 164634 Summit Law Group 1,917.00 03/07/2024 HR Pro Services 164635 Symbol Arts 281.84 03/07/2024 Award Medals 164636 Tamara K. Valdez 49.00 03/07/2024 Museum Consignment 164637 The Driftmier Architects Ps 8,149.44 03/07/2024 Larson Rec Center Design. 164638 Traffic Safety Supply Company 6,497.50 03/07/2024 Sheeting Materials 164639 Trane U.S. Inc.19,928.26 03/07/2024 Chiller Rental 164640 Ul LLC 1,645.00 03/07/2024 Ladder Testing from 2022 164641 Ups Freight 77.17 03/07/2024 Shipping & Service Fees 164642 UPS Store 2469 57.24 03/07/2024 Shipping 164643 VAG USA, LLC 370.91 03/07/2024 Misc. Parts 164644 Wash Council Police & Sheriffs 487.50 03/07/2024 WCPS Dues 164645 Washington State Patrol 265.00 03/07/2024 Background Checks 164646 Weinstein Beverage Company 655.11 03/07/2024 Restroom Supplies 164647 William Scotsman, Inc 894.30 03/07/2024 Toilet/Ramp Rental @ Sleep Center 164648 WSAFM 594.00 03/07/2024 Fire Marshals Member Renewal Beach 164649 WSCCCE, AFSCME, AFL-CIO 2,656.06 03/07/2024 March Dues for AFSCME 164650 Zoll Medical Corp 582.11 03/07/2024 Medical Supplies 164651 Wendy Parks 74.00 03/08/2024 Healthy Worksite Summit 2024 164652 Anthony Jamerson 93.54 03/11/2024 Refund Utility Overpayment 164653 ROCKY DESERT PROPERTIES LLC 201.24 03/11/2024 Refund Utility Overpayment 164654 THE ESTATE OF JERRY R. ROCKEY 9.42 03/11/2024 Refund Utility Overpayment 164655 The Estate of Ralph E. & Monica T. St Romain 175.31 03/11/2024 Refund Utility Overpayment 164656 WASTE MANAGEMENT 301.13 03/11/2024 Refund Utility Overpayment 164657 Assoc Of Grant Co Cities 210.00 03/11/2024 Meeting Meal 164658 Jeffrey Throop 307.81 03/11/2024 Insurance Paid In Full. 164659 Lakeside Disposal, Inc 314,041.63 03/11/2024 February Contract Payment 164660 Premera Blue Cross ATT MS 229 406.35 03/11/2024 Overpayment Maid in Error 164661 Washington State Treasurer 45.99 03/11/2024 JIS State Remittance 164662 Caitlin Carter 95.00 03/13/2024 Specialist Interview Course COML Council Packet 3-26-24, Page 7 of 186 164663 Curt Ledeboer 147.00 03/13/2024 Field Training Refresher 164664 Dean Gaddis 241.00 03/13/2024 WSNIA Training 2024 164665 Dean McPherson 45.00 03/13/2024 Striping Refresher 164666 Don Terrell 45.00 03/13/2024 Striping Refresher 164667 Edgar Salazar 241.00 03/13/2024 WSNIA Training 2024 164668 Gilberto Rangel 45.00 03/13/2024 Striping Refresher 164669 Mitch Hohman 54.00 03/13/2024 WSTOA Training 2024 164670 Mitch Hohman 241.00 03/13/2024 WSNIA Training 164671 Nick Metcalf 54.00 03/13/2024 WSTOA Training 164672 Omar Ramirez 241.00 03/13/2024 WSNIA Training 164673 Phil Hanson 45.00 03/13/2024 Striping Refresher 164674 Ray Lopez 225.00 03/13/2024 WSTAO Training 164675 Rudy Valdez 156.00 03/13/2024 WSTOA Training 164676 Timothy Welsh 147.00 03/13/2024 Field Training Refresher 164677 A & H Printers Inc 70.46 03/14/2024 Business Cards - J. Barkle 164678 Ag Supply Ace Hardware 46.27 03/14/2024 McCosh WiFi Project 164679 Amazon Capital Services, Inc.5,732.10 03/14/2024 Amazon Credit February 2024 Wastewater 164680 Anatek Labs, Inc.2,341.00 03/14/2024 Sample Testing 164681 Aspect Consulting 7,709.00 03/14/2024 Well 20 Source Approval 164682 AT&T Mobility II, LLC 3,205.20 03/14/2024 Department Cell Phones 164683 Badger Meters Inc 1,291.25 03/14/2024 February 2024 Meter Read Services 164684 Basin Propane LLC 20.49 03/14/2024 Propane @ Sleep Center 164685 Battery Systems Inc 345.42 03/14/2024 C-31-10ST Battery 164686 Central Machinery Sales Inc 80.19 03/14/2024 Concrete Supply 164687 CHS Inc 25,625.31 03/14/2024 Fuel for Vehicles - February 2024 164688 City Of Spokane 238.34 03/14/2024 Evidence Burn 164689 Connell Oil 310.02 03/14/2024 DEF 164690 Consolidated Electrical Distributors Inc 24.52 03/14/2024 McCosh WiFi Project 164691 Copiers Northwest Inc 669.42 03/14/2024 Equipment Contract Fees 164692 Daniel W Craddock 238.00 03/14/2024 Dental Claim Reimbursement 164693 Databar Inc 737.93 03/14/2024 Utility Billing Invoice Pro Services 164694 Dell Marketing 3,487.08 03/14/2024 Docking Station 164695 Department Of Health 13,223.40 03/14/2024 2024 Operating Permit Fees 164696 Dept Of Ecology 60.00 03/14/2024 Felix Rea Certification Application 164697 Dooley Enterprises, Inc.9,341.04 03/14/2024 Ammo 164698 Elvis Swisher 257.45 03/14/2024 Dental Claim Reimbursement 164699 Evergreen StormH2O 4,653.84 03/14/2024 Stormwater Comp Plan 164700 Faber Industrial Supply 27.54 03/14/2024 Screw Extractor 164701 Fastenal Company 1,489.65 03/14/2024 Shirts 164702 Fehr & Peers 1,237.50 03/14/2024 ML Travel Demand Model Development. 164703 Ferrellgas 83.74 03/14/2024 Liquified Petroleum Gas 164704 Galls LLC 376.50 03/14/2024 Uniform 164705 General Fire Apparatus Inc 1,779.75 03/14/2024 Filters 164706 Grainger Parts Operations 465.79 03/14/2024 Bollard Covers 164707 Grant Co Solid Waste 63,399.89 03/14/2024 Landfill Dumping Fees 164708 GrayMar Environmental Services, Inc 991.20 03/14/2024 Oil Clean Up 164709 Ground Works Three, LLC 10,083.34 03/14/2024 Rental @ Sleep Center 164710 Hdb Marine Inc 3,175.95 03/14/2024 Poly Floats - 50% Down 164711 Home Depot Credit Services 591.25 03/14/2024 Home Depot Purchases Feb 24 164712 Home Depot Pro (Supplyworks)911.24 03/14/2024 Floor Finish 164713 Ibs Inc 428.62 03/14/2024 General Shop Supplies 164714 Idexx Distribution, Inc.2,817.33 03/14/2024 Lab Supplies 164715 Jerrys Auto Supply 312.75 03/14/2024 Gear Oil 164716 Kelley Create 498.83 03/14/2024 Equipment Contract Fees 164717 Lad Irrigation Company Inc 69.08 03/14/2024 MLPD Irrigation 164718 Life -Assist, Inc.542.00 03/14/2024 Medical Supplies 164719 Lowes 4,866.53 03/14/2024 Lowes Purchases Feb 2024 164720 Luther Stowers 40.00 03/14/2024 Medical Claim Reimbursement 164721 MIControls, Inc.421.28 03/14/2024 Membrane Switch Kits 164722 Norco Enterprises Inc 577.33 03/14/2024 Cylinder Rental Invoice 164723 North 40 Outfitters 27.09 03/14/2024 Batteries 164724 Northland Cable Television, Inc 99.95 03/14/2024 Internet Back Up COML Council Packet 3-26-24, Page 8 of 186 164725 Northstar Chemical Inc 1,472.50 03/14/2024 Sodium Hypochlorite Well # 10 164726 NYS Child Support Prosessing Center 184.61 03/14/2024 2406 Gilmartin Child Support 164727 Oasis Auto Spa 897.60 03/14/2024 Car Washes February 2024 164728 Office of Financial Recovery 265.00 03/14/2024 2406 Torrey Garnishment 164729 Oxarc Inc 117.30 03/14/2024 Acetylene/Oxygen 164730 Paramount Supply Company 240.00 03/14/2024 ASCO AC 164731 Parker Corporate Services, Inc 12,180.00 03/14/2024 Security February 2024 164732 Perteet, Inc.23,285.46 03/14/2024 SR 17/Yonezawa BLVD Intersection Improvements GC2022-081 164733 Platt Electric 1,144.81 03/14/2024 Screwdriver 164734 Protect Youth Sports 414.20 03/14/2024 Background Checks 164735 Pryor Learning, LLC.215.72 03/14/2024 W. Parks Membership Renewal 164736 Pud Of Grant County 95,909.92 03/14/2024 Wells Elec. Services Feb. 164737 Qcl Inc 422.00 03/14/2024 Random Drug Testing 164738 Quill Corporation 169.21 03/14/2024 HR Supplies 164739 Rells Fire Equipment Inc 230.89 03/14/2024 Fire Alarm Monitoring - Civic & OPS 164740 RH2 Engineering Inc.15,960.60 03/14/2024 Reservoir 10 Construction-GC2022-069 164741 Safety Kleen Corp 133.73 03/14/2024 Oil Filter Waste Pick Up/Drop Off 164742 Schindler Elevator Corp 401.08 03/14/2024 Elevator Maintenance 164743 Sebastian Moraga 59.62 03/14/2024 Translation - Brush Chipper/Water Brochure 164744 Sherwin-Williams 179.22 03/14/2024 Larson Paint 164745 SHI International, Inc 387.73 03/14/2024 Adobe Licenses 164746 Shirtbuilders Inc 7,541.95 03/14/2024 Beginning Soccer Shirts 164747 SoftResources, LLC 7,000.00 03/14/2024 Cityworks PLL Assessment Dec 23 164748 Soiltest Farm Consultants 1,028.00 03/14/2024 2024 Biosolids Land Application-Soil Sampling 164749 Starchase LLC 4,375.00 03/14/2024 Starchase Subscription Renewal 164750 Systems Design West, LLC 5,032.50 03/14/2024 EMS Billing February 2024 164751 The Links At Moses Pointe 7,682.20 03/14/2024 2024 Golf Membership 164752 Thomas R Craghead 2,391.00 03/14/2024 Dental Claim Reimbursement 164753 Turf Star Western 244.21 03/14/2024 Rollers/Screws/Spacers/Nuts/Tubes 164754 Uline 1,740.08 03/14/2024 Supplies 164755 Uniforms 2 Gear 2,549.12 03/14/2024 TRT Vest 164756 Ups Freight 39.38 03/14/2024 Shipping & Service Fees 164757 Usa Blue Book 3,338.73 03/14/2024 Tube Assembly 164758 Verizon Wireless 7,195.09 03/14/2024 Cell Phone Service Feb. 24 164759 Vimar Equipment Ltd.742.71 03/14/2024 Board Brush/Hex Nut/Rod End 164760 Weinstein Beverage Company 22.65 03/14/2024 Museum Water 164761 Western Integrated Technologies, Inc 146.74 03/14/2024 Freight Charge from December 2023 164762 Wilbur Ellis Company 431.77 03/14/2024 Esplanade 164763 CAD HOMES LLC 47.35 03/19/2024 Refund Utility Overpayment 164764 CAD HOMES LLC 24.10 03/19/2024 Refund Utility Overpayment 164765 Case Ventures LLC 158.16 03/19/2024 Refund Utility Overpayment 164766 Gary Mann Total Property Management 154.30 03/19/2024 Refund Utility Overpayment 164767 Nikolay or Olga Shur 60.78 03/19/2024 Refund Utility Overpayment 164768 Richard or Randilyn Gill 162.24 03/19/2024 Refund Utility Overpayment 164769 Wenas Mammoth Foundation 513.90 03/19/2024 Mobile Education Unit 4.6.24 1,136,076.01$ COML Council Packet 3-26-24, Page 9 of 186 Council Staff Report Agenda Item Number: Department Proceeding Type Expenditure Required:Amount Budgeted:Appropriation Required: Action Requested Packet Attachments (if any) 15041 Community Development Consent Agenda To: Kevin Fuhr, City Manager From Kirsten Peterson, Director For Agenda of: 3/26/2024 Subject Master Services Agreement for Pallet Shelter Purchase Reviewed and Approved by: City Manager City Attorney Community Development Finance Fire Human Resources Parks, Rec, & Cultural Services Police Public Works Technology Services 633,082.07$633,000.00$633,082.07$ Per City Council’s approval of the Beneficiary Agreement with Grant County for the $633,000 ARPA grant award on March 12, 2024, staff recommends that City Council authorize the City Manager to sign the Master Services Agreement with Pallet Shelter for purchase of 40 sleeping units and 2- bathroom units for the Open Doors Sleep Center. Form of 2024 Pallet Master Product and Services Agreement 3.8.24.docx 130.89KB S1 Product Catalog.pdf 18.07MB COML Council Packet 3-26-24, Page 10 of 186 Overview Fiscal and Policy Implications Approve, Authorize, or Adopt: Provide Amended Direction: No Action Taken: The City began operation of the Open Doors Sleep Center in the fall of 2020 following the Boise Ruling that cities could no longer enforce the “no camping in public park” policy unless other overnight shelter was provided for individuals experiencing homelessness. At the time, the City purchased sheds from Ziggy’s and modified them to be used for temporary sleeping shelters. The units have served a useful purpose, but over time it has become apparent that the units need to be replaced with units designed for human habitation. The City Council Ad Hoc Homeless Subcommittee has reviewed other options with City staff and have arrived at a different product that was designed specifically to serve the homeless community. The attached Master Services Agreement includes a breakdown on the pricing for the purchase of 40 sleeping units - 37 single units and 3 doubles, as well as an ADA bathroom with two stalls and a standard bathroom with two stalls. The purchase also includes heavy duty sleeping stands and mattress pads designed for the units. At present, cots are being utilized in the shed units, but it has been discovered they don’t hold up well under long term use and have to be replaced due to wear and tear and damage. A product catalog has been included which provides more details and specifications on the design and functionality of the various products this City is looking to purchase. Additionally, the current Pallet shelter units we are quoted for are in the process of being phased out for newer versions. There is a limited quantity of these older models, and we risk the security of these units if we do not proceed with this purchase. In comparison, these units provide the functionality we are looking for, at a price of around $11,500, compared to the updated units at a cost around $18,000. Based on the Master Services agreement, we are securing these units, affirming we will purchase, and give a 50% deposit no later than the end of April. The Council was previously made aware that the City was looking to purchase these types of products for use at the Sleep Center, and that an ARPA grant from Grant County was being sought after. The City Council Ad Hoc Homeless Committee reviewed various options for providing services at the Sleep Center during their meetings held in 2023. After receiving approval of the ARPA grant, the Ad Hoc Committee met again more recently on February 29, 2024, and recommended that the City move forward with the purchase. ARPA funding will be used for the purchase of the Pallet Shelter products with no impact on the City’s general fund. Options and Results The City will be able to reserve the desired products from the Pallet Shelter company. Staff will bring back options for recommended changes. The City may not be able to secure the units at the price quoted. COML Council Packet 3-26-24, Page 11 of 186 MASTER PRODUCT AND SERVICES AGREEMENT STATEMENT OF WORK A-1 PROJECT (“PROJECT SITE”) EFFECTIVE DATE: Date Both Parties Have Signed CUSTOMER: City of Moses Lake, WA, a WA State Municipal Corporation PALLET PBC (“PALLET”) Contact Name Kevin Fuhr Mailing Address 321 S. Balsam Street, PO Box 1579 Moses Lake, WA 98837 1930 Merrill Creek Pkwy, Suite A Everett, WA 98203. Email Address kfuhr@cityofml.com> Telephone 509-764-3702 425-595-4544 UBI/Business License No. 603 622 031 Federal Tax I.D. 8 2 - 1 5 1 6 7 2 2 Product Purchase and Sale: Quantity and Type of Products Purchased: Purchase Price for Products: Total Purchase Price: $524,024 Customer Designated Ship Date: No later than 6/15/24 Description of Services: Pallet shall perform the following Services for the Project: Manufacturing Shelters and Shipping and onsite assembly of Shelters and accessories at Customer’s Project Site. Price for Services Shipping: $16,000 Assembly: $44,000 Tax: $49,058.07 Total Cost: $633,082.07 Payment Terms: 50% total contract cost upon signing, remaining product, and shipping cost upon shipping, and remaining cost for onsite assembly services upon completion of those services. Customer shall pay the Purchase Price via wire transfer in accordance with the instructions contained in Pallet’s invoice. All prices are in U.S. dollars. Funding Source: COML Council Packet 3-26-24, Page 12 of 186 Terms and Conditions: This Statement of Work is subject to the Terms and Conditions attached to Statement of Work A-1 executed by the parties, which are incorporated herein by reference. Any and all documents, notes, memoranda or attachments made pursuant hereto are incorporated herein and made a part of this Statement of Work. PALLET PALLET PBC a Delaware Public Benefit Corporation By: Amy King, President Date: ______________________________ CUSTOMER CITY OF MOSES LAKE, WA a Washington State Corporation By: Date: _______________________________ COML Council Packet 3-26-24, Page 13 of 186 MASTER PRODUCT AND SERVICES AGREEMENT TERMS AND CONDITIONS 1.Terms and Conditions; Change Order. (a) Terms and Conditions. As of the Effective Date set forth in an applicable Statement of Work (the “SOW”), of which these Terms and Conditions are attached and incorporated into by reference (these “Terms”), Pallet hereby agrees to: (i) manufacture and sell to Customer temporary emergency shelters commonly known as “Pallet Shelters™”(the “Shelters”) and supply related products, items and accessories (collectively with the Shelters, the “Products”) in accordance with the applicable SOW; and (ii) provide certain specialized installation and assembly services of the Products through its representatives or Subcontractors to and for the benefit of Customer (the “Services”), each as set forth in the applicable SOW for the project site described in the SOW (the “Project Site”), and Customer shall purchase the Products and Services in accordance with these Terms. For each SOW executed between Customer and Pallet, such SOW shall: (i) be numbered consecutively (e.g., A-1, A-2, A-3, etc.); (ii) expressly state that it is subject to the terms and conditions of these Terms; and (iii) be signed by both parties. As consideration for Products delivered and Services to be rendered by Pallet under these Terms, Customer shall pay to Pallet the “Purchase Price” for the Products and all “Fees” for the Services. (b) Change Order. Subject to the terms and conditions of these Terms and the SOW, changes to any SOW can only be made by mutual written agreement of the Customer and Pallet (each, a “Change Order”). Any changes in the scope, timeframe, or any request for additional Services or Products that are not agreed to in the initial SOW may increase any estimated timeline for delivery of the Services or Products in such SOW. If Customer requests a Change Order, Pallet, in its sole and exclusive discretion, will determine whether it can comply with the requested changes and whether such changes would cause an increase in the price, Fees, and costs associated with the Services or Products, the time required to complete the Services or deliver the Products, or the effect on the performance of any part of the SOW. Descriptions and prices for Pallet’s Products and Services are subject to change at any time and from time to time, in its sole and exclusive discretion, without notice. 2.Purchase Price; Fees. Payment of the purchase price for the Products (the “Purchase Price”), and the fees, costs and expenses for Pallet’s Services (collectively, the “Fees”) will be made in accordance with the applicable SOW. All prices are in U.S. dollars. Pallet shall invoice the Customer for its Products delivered and Services performed on a periodic basis as set forth in the applicable SOW. With the exception of any deposit, which is due upon signing this Agreement, and unless otherwise stated herein or in an applicable SOW, Customer shall pay all amounts invoiced from Pallet to Customer within thirty (30) days of the Customer’s receipt of the invoice. Customer shall promptly pay to Pallet any and all Fees and prepaid expenses reasonably incurred by Pallet in connection with the performance of the Services, including, without limitation, transportation, tickets, travel change fees, hotel costs, or any other purchases (the “Prepaid Expenses”) in accordance with the applicable SOW. Pallet may, in its sole and exclusive discretion, charge a Customer interest on any overdue invoice amounts at the rate of 1.5% per month (or the highest rate permitted by applicable law) and may terminate, and/or suspend its Services for amounts remaining unpaid for greater than thirty (30) days from the date payment is due. 3.Term; Termination. The term of these Terms shall extend from the Effective Date through the completion of all Services as set forth in the applicable SOW (the “Term”), subject to the following termination provisions. Pallet may terminate any SOW and these Terms, in whole or in part, for “Cause” upon not less than thirty (30) days prior written notice to Customer, so long as Customer’s breach is not cured within 10 calendar days’ of receipt of written notice. For purposes of these Terms, “Cause” includes, but is not limited to, any of the following: (a) a material breach of these Terms or any SOW by Customer, including, without limitation, any non-payment of the Purchase Price, or any Fees when due; (b) any violation by Customer of any applicable federal, state and local laws, rules, orders, codes and regulations (collectively, “Laws”); or (c) if Customer is voluntarily or involuntarily dissolved, or is adjudged to be Bankrupt or is subject to a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of Customer’s insolvency. For the purpose of this Section, “Bankrupt” shall mean the filing of a voluntary or involuntary petition of bankruptcy or similar relief from creditors, insolvency, the appointment of a trustee or receiver, or any similar occurrence reasonably indicating an imminent inability to perform substantially all of the Customer’s duties under these Terms or any SOW. Upon any early termination ofCOML Council Packet 3-26-24, Page 14 of 186 these Terms or otherwise, Pallet shall submit to Customer a detailed invoice of any Purchase Price remaining unpaid, and all Fees incurred to date, and Customer shall promptly pay the unpaid balance of the Purchase Price and all Fees within ten days of receipt. 4.Products; Shipment of Products. (a) Purchase of Products. As consideration for the sale of the Products, the Customer shall pay to Pallet the total Purchase Price as set forth on the SOW. The Purchase Price is exclusive of any sales, use or privilege tax, personal property taxes, excise tax or any similar tax or charge that might be levied as a result of the production, sale or shipment of any Products, the use of the Products by Customer or the provision of Services (the “Taxes”). Customer agrees to pay and shall be solely responsible for any and all such Taxes (excluding taxes based on Pallet’s net income). Pallet shall have the option, but not the obligation, to pay any such Taxes directly, in which event Customer shall promptly reimburse Pallet in the amount thereof upon presentation by Pallet to Customer of evidence of payment. (b) Shipment of Products. Pallet will use its commercially reasonable efforts to deliver the Products to the Customer at the Project Site on the date of delivery as set forth in the SOW. Notwithstanding the foregoing, Pallet will notify the Customer of any delays that may affect the estimated delivery date of the Products. If Pallet notifies Customer in accordance with these Terms, Pallet shall be afforded at least ten (10) additional days beyond the ship date identified in the SOW to deliver the Products. Unless otherwise set forth in an SOW, Pallet shall be responsible for arranging for and coordinating the shipment of the Products to the Customer. Shipping dates, if any, set forth in the applicable SOW are approximate only and merely represent Pallet's best estimate of the time required to make shipment of the Products. (c) Delivery; Risk of Loss. Delivery of the Products to Customer will be F.O.B. delivery to Customer’s Project Site. All Products will be prefabricated at Pallet’s factory headquarters and shipped flat-packed in individual panels to the designated Project Site. Pallet will not “drop ship” to any other location other than Project Site. Unless otherwise instructed in writing by Customer, Pallet will have the sole and exclusive right to select the carrier for the shipment and delivery of the Products. Title and risk of loss to the Products purchased under these Terms shall pass to Customer upon delivery thereof to the carrier. Pallet shall not be liable for any loss or expense incurred by Customer as a result of any delay in delivery for any reason other than arbitrary refusal of Pallet to perform. Pallet may deliver the Products in installments. (d) Delay of Product Delivery. If any shipment or delivery of Products to the Customer is delayed at Customer's request or due to the Customer’s inability to take possession of the Products (for any reason other than Pallet’s arbitrary decision not to perform), risk of loss to such Products shall pass to Customer on the date Pallet is prepared to ship the Products to the Customer. In addition to the foregoing, Pallet shall have the right, in its sole and exclusive discretion, to: (i) invoice the Customer for the Purchase Price of such Products, and such invoice shall be due upon receipt; (ii) unilaterally increase the Purchase Price and Fees due from Customer to Pallet due to any changes or increases in the same since the execution of the initial SOW, and Customer shall be responsible and liable to pay such increase; (iii) store the Products at a location acceptable to Pallet, and charge the Customer all costs and expenses associated with such storage and with transport to such storage site, F.O.B. Pallet’s factory, which Customer shall promptly reimburse to Pallet upon receipt of an invoice for the same; and/or (iv) require the Customer to arrange for and cover all costs and expenses related to the shipment of the Products from the applicable storage location to the Project Site, all transport F.O.B. Pallet’s factory. (e) Inspection; No Refunds. Upon delivery of the Products, Customer shall promptly inspect all Products. Unless a written claim from Customer to Pallet rejecting one or more Products (a “Rejection Notice”) is made and delivered to Pallet within twenty-one (21) days from the date of delivery of the Products, the Customer agrees that it shall have knowingly, irrevocably and unconditionally accepted all Products as-delivered, as-is and with all faults and defects, subject to Customer’s rights under the Limited Warranty. Such Rejection Notice must specify in detail: (i) the total amount of Products that the Customer is rejecting; (ii) the specific details of the reason for rejection, including specific defective parts and pictures, videos, and reports of the alleged defect in the Products; and (iii) whether the alleged defects breach any express warranty of Pallet. Pallet must be provided a reasonable COML Council Packet 3-26-24, Page 15 of 186 opportunity to inspect, examine and investigate the alleged defective Products and an opportunity to cure. Pallet may also require the Customer to send back the alleged defective Product before it determines whether any replacement Product or repair service will be provided. If the returned Product is determined to be defective, Pallet shall pay the return shipping costs in this instance. In the case of any Products manufactured or supplied by any other person, entity or business (“Third-Party Products”) covered by the warranty of another supplier or manufacturer, Pallet will submit the existing supplier’s or manufacturer’s warranty to the Customer to the extent reasonably possible, but shall have no liability or responsibility to repair or replace such Third-Party Product. As promptly as possible after receipt by Pallet of the Rejection Notice, Pallet shall report its findings of its investigation of the alleged Defect to the Customer. Provided Pallet determines the alleged defect is covered by Pallet’s Warranty, Pallet shall notify Customer of its election to repair or replace said properly rejected Products and shall prepay transportation charges for any shipment of replacement Products back to Customer; provided, however, no refunds shall be given for any defective Products unless otherwise determined by Pallet in its sole and exclusive discretion. 5. Limited Warranty of Pallet. Seller agrees to warrant select Products in accordance with the terms of its standard limited warranty (the “Limited Warranty”), as modified by Pallet from time-to-time in Pallet's sole and exclusive discretion. Pallet’s current form of Limited Warranty can be found here: www.palletshelter.com/warranty. In the event the Products that are warranted under the terms of the Limited Warranty fail to comply with Pallet’s Limited Warranty and Customer timely reports such failure in accordance with these Terms, Pallet's sole obligation to Customer shall be limited to the repair or replacement, at Pallet’s sole and exclusive option, in accordance with the Limited Warranty. Customer acknowledges and agrees that this Limited Warranty extends only to Customer, and does not extend to any subsequent owner, transferee, assignee or user/resident of the Products; provided, however, this Limited Warranty may be assigned to a subsequent owner, transferee or assignee of the Products, subject to Customer’s compliance with Section 12(c), below. 6. Customer’s Duties. (a) Customer shall fully cooperate with Pallet in its delivery of the Products and performance of the Services, and provide to Pallet true, complete and correct copies of all reasonably requested documentation or information reasonably necessary, desirable or required by Pallet in connection with the delivery of the Products and performance of the Services. Customer shall cooperate in good faith with Pallet to provide Pallet with reasonable access to any Customer facilities, officers, directors, employees, contractors, officials, or affiliates as reasonably necessary or desired by Pallet in connection with the performance of the Services. Customer represents and warrants that all documents, disclosures, information and other materials provided by the Customer to Pallet in connection with the Services, including, without limitation, all third-party documents, disclosures, and/or information, are true, complete, correct, non-infringing and not materially misleading in any way. Customer represents and warrants that the individual executing the SOW on its behalf has all necessary, legal and requisite power and authority to execute, deliver the SOW and perform these Terms on behalf of the Customer, and all other agreements and instruments to be executed and delivered in connection with these Terms. (b) While Pallet will provide the Products and Services set forth herein, Customer shall be solely and exclusively responsible and liable for: (i) ensuring that all transactions, documents and operations in connection with these Terms, including, without limitation, all operations at the Project Site, are in compliance with all applicable Laws; (ii) procuring and maintaining all applicable permits, certifications, licenses and approvals necessary under all applicable Laws for the delivery and use of all Products and performance of all Services, including but not limited to, consultation with, inspections, and approvals from local building officials and fire authorities regarding site layout and shelter spacing; (iii) cleaning and maintaining the Products, including, without limitation, by following all user manuals, cleaning instructions and Product manuals provided by Pallet to Customer; (iv) ensuring the safety of the Products (including, without limitation, protecting, monitoring and maintaining all fire extinguishers, smoke detectors, electrical panels, keys, door locks, door handles and entrances to the Shelters), the Product’s end users and residents and the Project Site after the completion of the applicable Services; and (v) to the extent Customer uses its own Representatives to perform any assembly or installation of any Products, the acts, errors, omissions, negligence or misconduct of Customer and its Representatives in connection herewith. COML Council Packet 3-26-24, Page 16 of 186 (c) Pallet will assemble the Products into shelters; however, it shall have no responsibility for any Services not expressly set forth herein, including site grading, shelter leveling, electrical or plumbing connections, or staking units to the ground. Customer shall have the responsibility to provide: (i) site grading or platforms with all sleeping shelter installation surfaces within 1/2” of level; (ii) a site map clearly indicating the location and placement of each shelter, including the direction the shelter should be facing; (iii) a telehandler forklift with lifting capacity of at least 6,000 pounds and 8-foot forks for all structures, including all sleeping units (64, 70, 120SQFT) and community rooms (400 and 800SQFT); (iv) a secure worksite with onsite security for the duration of the assembly and appropriate warnings for any non-obvious dangers, e.g., unmarked open trenches; (v) access to an appropriate dumpster for refuse; (vi) access to an onsite bathroom compliant with OSHA; (vii) Customer shall provide licensed contractors to perform electrical and plumbing hook-ups; and, (viii) for purchase of hygiene or laundry units, Customer shall be responsible to unload these units from the delivery trucks, to install toilets, sinks, heater/ac in hygiene units, and to procure and install washer/dryers in the laundry units. Further, Customer shall communicate to Pallet a date upon which its site is prepared and ready for shelter assembly (“Assembly Date”). Customer acknowledges and agrees that Pallet will incur expenses and allocate resources in reliance on and in preparation for the Assembly Date that Customer provides. Customer shall not change the Assembly Date with less than 14 days’ notice to Pallet. In the event Customer cancels or postpones the Assembly Date with less than 14 days’ notice, Customer shall be responsible for any fees, penalties, or other non-refundable charges, plus an administrative surcharge equal to 10% of the assembly fees to compensate Pallet for the misallocation of resources and for opportunities lost in reliance on Customer’s Assembly Date. Any failure by Customer to perform any of sub-parts (i) – (vii) prior to Pallet’s arrival to assemble shelters may result in a Change Order reflecting lost time for the period of delay at a rate of $85 per hour per Pallet employee on site, if it is commercially reasonable for Pallet to wait for the site to be adequately prepared, or, if it is not commercially reasonable for Pallet to wait for the site to be adequately prepared, Customer shall pay the costs associated with return travel for Pallet employees. At the conclusion of the project, Customer shall make available on site a duly authorized representative to participate in a walk through and inspection of the assembled units and sign off on a document denoting satisfactory completion or identifying items to be completed prior to satisfactory completion. Customer acknowledges and agrees that any failure to provide an authorized party to participate in the final walk through and inspection may render Pallet’s warranty null and void, at Pallet’s sole and absolute discretion, and shall waive any future right to claim any defect in the work performed or goods provided. (d) Customer acknowledges and agrees that it has received and reviewed Pallet’s Village Dignity Standards in the form attached hereto as Exhibit 1 (the “Dignity Standards”). Customer agrees that it shall use its reasonable best efforts acting in good faith to comply with, and cause its employees, agents, contractors, volunteers, Project Site managers and service providers (collectively, “Representatives”) to comply with, the Dignity Standards for the Project Site and in connection with its use, maintenance and safety of the Products. Customer shall be primarily responsible and liable for any of its Representatives’ adherence to the Dignity Standards in accordance with the terms herein. Customer represents and warrants that it has sufficient resources to comply with and adhere to the Dignity Standards and shall maintain sufficient resources at all times while it owns or licenses the Products to comply with the Dignity Standards. Customer acknowledges that its duties and obligations within this Section 6(d) are a material inducement for Pallet to enter into these Terms and for Pallet to execute the SOW, and that any failure by Customer or its Representatives to adhere to the provisions in this Section 6(d) shall constitute a material breach of these Terms. In the event of a material breach of this Section 6(c), and Pallet’s receipt of notice or knowledge of the same, Pallet may send written notice to Customer detailing the terms of the material breach and the actions that Pallet requires Customer to take in order to cure such material breach. Customer shall take such corrective actions as proscribed by Pallet within ten (10) days of its receipt of Pallet’s notice to cure. If Customer fails to take corrective action to Pallet’s reasonable satisfaction, Customer acknowledges and agrees that Pallet shall have all rights and remedies under these Terms, and at law and in equity. The terms and conditions of this Section 6 shall survive the delivery of the Products or any earlier termination or expiration of these Terms or any SOW. Customer acknowledges and agrees that Pallet shall not be liable for any failure by Customer to comply with the Dignity Standards in whole or in part. (e) Customer hereby agrees to: (i) utilize its reasonable best efforts in performing and fulfilling its obligations hereunder; (ii) treat all end users or residents of the Products equitably, with respect, and shall not discriminate unlawfully among them in any manner; (iii) ensure that all Products reach applicable Representatives COML Council Packet 3-26-24, Page 17 of 186 with any literature, warranties, standards/guidelines (including Dignity Standards), disclaimers and applicable licenses provided by Pallet intact; and (iv) conduct its business in a manner that will reflect favorably on Pallet and its image, credibility, good name, goodwill and reputation. Customer recognizes the great and material value of the goodwill associated with the Pallet trademarks, service marks, logos and brands (collectively, the “Pallet Marks”) associated with the Products, and acknowledges that such goodwill belongs and inures solely to Pallet and that such Pallet Marks have secondary meaning in the minds of the public. Customer recognizes that the nature of the business of Pallet requires public respect for and trust in the reputation and integrity of Pallet and its Products. 7.Subcontractors. Subject to the terms and conditions of these Terms, Customer hereby grants to Pallet the right to assign its rights, duties or obligations under these Terms to its partners, joint venturers, contractors, agents and subcontractors (collectively, “Subcontractors”) with respect to the performance of Services only, on a per Project basis, subject to the limitation set forth in these Terms and any SOW. In the event of the termination or expiration of these Terms, all subcontract rights will terminate effective as of the termination or expiration of these Terms. 8.Relationship of the Parties; Independent Contractor. These Terms are intended to create an independent contractor relationship between the Parties. Nothing contained herein shall be construed to: (i) give either Party the power to direct or control the day-to-day activities of the other; (ii) constitute the Parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking; or (iii) allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever, including, without limitation, representations, contractual obligations, or obligations based on warranties or guarantees. Pallet shall have and retain sole and exclusive control over the time, place and manner in which it performs the Services. 9.Indemnification; Indemnification Procedure. (a) Indemnification. EACH PARTY (“INDEMNIFYING PARTY”) shall indemnify, defend, and hold THE OTHER PARTY, and its officers, directors, owners, employees, affiliates, subsidiaries, Subcontractors, successors and assigns (collectively, the “indemnified Parties”) harmless from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder (collectively, “Losses”) arising out of or resulting from any third party claim, suit, investigation, action, or other proceeding (each, an “Action”) related to or arising out of or resulting from: (i) THE INDEMNIFYING PARTY’s breach of any representation, warranty, covenant, or obligation under these Terms or any SOW; (ii) any gross negligence, willful misconduct, violation of Law or any acts, errors or omissions of INDEMNIFYING PARTY or any of INDEMNIFYING PARTIES’ Product users and/OR Representatives, including, without limitation any errors, acts or omissions in violation of these Terms, or any applicable Law; (iii) INDEMNIFYING PARTIES’ assembly, installation or use of the Products at the Project, or any injury to any person or property related thereto, including, without limitation, any installation, maintenance or use that is in violation of the policies, procedures, guides or instructions provided by Pallet to Customer; and (iv) any of the foregoing which causes ANY INDEMNIFIED PARTY to breach any agreement with any Subcontractor. (b) Indemnification Procedure. The Indemnified Partyshall promptly notify the Indemnifying Partyin writing of any Action and cooperate with the Indemnified Party at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall immediately take control of the defense and investigation of the Action and shall employ counsel reasonably acceptable to the Indemnified Party to handle and defend the Action, at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall not settle any Action in a manner that adversely affects the rights of the Indemnified Party without the Indemnified Party’s prior written consent, which consent may not be unreasonably withheld or delayed. The Indemnified Party’s failure to perform any obligations under this Section 9(b) will not relieve the Indemnifying Party of its obligation under this Section except to the extent the Indemnifying Party can demonstrate that it has been materially prejudiced as a result of the failure. The Indemnified Party may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. (c) The Parties specifically and expressly waive any immunity that may be granted them under the Washington State Industrial Insurance Act, Title 51 RCW, or any other applicable Workers Compensation act. Further, the indemnification obligation under this Agreement shall not be limited in any way by any limitation on COML Council Packet 3-26-24, Page 18 of 186 the amount or type of damages, compensation or benefits payable to or for any third party under workers’ compensation acts, disability benefit acts, or other employee benefits acts. 10.Insurance. During the Term, Pallet shall use commercially reasonable efforts to obtain and maintain in effect one or more policies of insurance with reputable insurance companies with respect to its Services and business against loss or damage of the kinds customarily insured against by business or entities engaged in the same or substantially similar business, of such types and in such amounts (after giving effect to any self-insurance customary for similarly situated entities engaged in the same or similar businesses as Pallet) as are customarily carried under similar circumstances by such other businesses or entities. Pallet shall provide copies of certificates evidencing each such policy of insurance applicable to the Services provided by Pallet to Customer upon request. 11.No Warranties; Limitation of Liability; Assumption of Risk. (a) No Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, TO THE FURTHEST EXTENT PERMITTED BY APPLICABLE LAW, PALLET HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, EITHER IN FACT OR BY OPERATION OF LAW, INCLUDING: (I) ANY WARRANTIES REGARDING ANY PRODUCT OR ANY SERVICES PROVIDED BY PALLET AND ANY OTHER TECHNICAL INFORMATION, TECHNIQUES, MATERIALS, METHODS, PRODUCTS, PROCESSES, OR PRACTICES MADE AVAILABLE BY PALLET; (II) ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (III) WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE; AND (IV) ANY WARRANTIES REGARDING ANY PRODUCT’S COMPLIANCE WITH ANY APPLICABLE LAWS, INCLUDING, WITHOUT LIMITATION, ANY APPLICABLE BUILDING CODES. WITHOUT LIMITATION TO THE FOREGOING, PALLET WILL HAVE NO LIABILITY WHATSOEVER TO CUSTOMER OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED ON CUSTOMER OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM ANY INJURY CAUSED TO ANY PERSON OR PROPERTY BY CUSTOMER OR ANY CUSTOMER PARTY. NO EMPLOYEE, SUBCONTRACTOR OR REPRESENTATIVE OF PALLET IS AUTHORIZED TO MODIFY ANY PALLET WARRANTY WITHOUT THE EXPRESS WRITTEN CONSENT OF PALLET’S PRESIDENT. (b) Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, PALLET WILL NOT BE LIABLE TO CUSTOMER, OR ANY CUSTOMER PARTY OR ANY OTHER PERSON FOR ANY INJURY TO OR LOSS OF GOODWILL, BUSINESS, OR OPPORTUNITIES (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE, OR BREACH OF THESE TERMS), REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE OR THE PARTY AGAINST WHOM SUCH LIABILITY IS CLAIMED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL PALLET’S AGGREGATE LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY OR DUE FROM CUSTOMER UNDER THE APPLICABLE SOW (WHICHEVER IS LESS) IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. (c) Assumption of Risk; Waiver and Release. Subject to the terms and conditions of the applicable SOW, should Customer choose to use its own services to assemble and/or install some or all of the Products, including, without limitation, the applicable Shelters manufactured by Pallet, then Customer hereby knowingly and voluntarily acknowledges and agrees that its election to assemble and/or install its own Products involves serious risks, including, without limitation, and by way of example only: dangers encountered when assembling or installing the Products, risks arising out of failing to wear proper safety equipment, failure to follow and adhere to applicable COML Council Packet 3-26-24, Page 19 of 186 installation or assembly instructions, risks associated with the applicable Project, property loss or damage, bodily injury, paralysis, death, theft, as well as the conduct, actions, inactions or omissions of any third parties. Where Customer chooses to use its own services to assemble and/or install some or all of the Products, then, acknowledging the above, CUSTOMER HEREBY VOLUNTARILY ACKNOWLEDGES AND ASSUMES ALL RISKS BOTH KNOWN AND UNKNOWN TO CUSTOMER AND ANY CUSTOMER PARTY, RELATING IN ANY WAY TO CUSTOMER’S OR ANY CUSTOMER PARTY’S KNOWING AND VOLUNTARY ASSEMBLY OR INSTALLATION OF THE PRODUCTS. Where Customer chooses to use its own services to assemble and/or install some or all of the Products, then, to the maximum extent permitted by applicable law, Customer HEREBY FOREVER, KNOWINGLY AND IRREVOCABLY WAIVES, RELEASES, DISCHARGES, AND RELINQUISHES any and all rights, claims, liability, losses, costs, damages, or causes of action of any and every kind whatsoever which Customer may have, had or could have against Pallet or any Pallet Party arising out of, or related in any way, directly or indirectly, to Customer’s assembly or installation of the Products, or any negligent conduct, actions, inactions or omissions of any Pallet Party related thereto (collectively, the “Released Claims”). Such Released Claims include, but are not limited to, any and all injury, loss, death, bodily harm or other damages to Customer or any Customer Party. 12.Miscellaneous. (a) Entire Agreement; Conflicts. These Terms and the applicable SOWs, collectively represent the full, final and comprehensive agreement and understanding of the Parties and any modification thereof shall not be effective unless contained in writing and signed by both Parties. Any prior or contemporaneous agreements, whether oral or written, relating to the subject matter discussed herein have been merged into these Terms. In the event of any conflict between the terms and provisions of these Terms and those of any SOW or other document, the following order of precedence will govern: (i) the most recent Change Order shall control over any other Change Order, SOW or these Terms; and (ii) the most recent SOW shall control over any prior SOW or these Terms. (b) Severability. Each provision of these Terms shall be considered severable such that if any one provision or clause conflicts with existing or future applicable law, or may not be given full effect because of such law, this shall not affect any other provision of these Terms that can be given effect without the conflicting provision of clause; provided however, that such provision shall be modified, to the minimum extent possible and necessary, to be enforceable to the fullest extent and in compliance with any such applicable laws, prior to it being severed from these Terms in its entirety. (c) Assignment; Third-Party Beneficiaries. Customer may assign an applicable SOW and these Terms (and the Limited Warranty associated herewith) to a subsequent owner, transferee or assignee of the Products herein, provided that the Customer: (i) provides prior written notice of the proposed assignment to Pallet; and (ii) receives the prior written consent of Pallet to the proposed assignment, which may be withheld in Pallet’s sole and exclusive discretion. As a condition to Pallet’s approval, if given, any potential assignee otherwise approved by Pallet shall assume all obligations of Customer under these Terms (including the Limited Warranty) and each applicable SOW, and shall be jointly and severally liable with the initial Customer, if required by Pallet, for the payment of all Fees and performance of all obligations of Customer under these Terms and any applicable SOW. In connection with any proposed assignment, Customer shall provide Pallet with copies of all assignment and assumption instruments, and any other documentation reasonably requested by Pallet. Any attempted assignment of these Terms or any SOW that does not comply with this Section 12(c) shall be null, void and of no force or effect whatsoever. These Terms are for the sole benefit of the Parties and their respective successors and permitted Assigns and nothing herein, express or implied, including specifically the duties and obligations set forth in Section 6(c), is intended to or will confer upon any other person, governmental entity, business or entity, any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of these Terms. (d) Governing Law; Venue; Arbitration; Equitable Relief. (i) Governing Law; Venue. Subject to Section 12(d)(ii), below, these Terms, any SOW and any Change Order shall be governed by and construed in accordance with the domestic laws of the state of Washington without giving effect to any choice of law or conflict of laws provision or rule (whether of the state of Washington or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the state of COML Council Packet 3-26-24, Page 20 of 186 Washington. The Parties hereto agree that the exclusive jurisdiction and venue for any action brought between the Parties under these Terms shall be the Superior Court for Grant County, Washington, or the federal courts residing in the Eastern District of Washington, and each of the Parties hereby agrees and submits itself to the exclusive jurisdiction and venue of such courts for such purpose. In the event of any litigation between the Parties hereto arising out of these Terms, the prevailing Party shall be allowed all reasonable attorneys’ fees, court costs and expenses incurred in such litigation, including all such expenses incurred on appeal, together with all reasonable costs and disbursements necessary to enforce these Terms. (ii) Arbitration. The parties will first make a good faith effort to settle by negotiation any dispute regarding these Terms. If a settlement has not been reached within fifteen (15) days of commencing that negotiation, then either party may submit the dispute to arbitration administered by the Judicial Arbitration Mediation Service (“JAMS”). There will be one arbitrator selected by the parties within ten (10) days of the notice of the arbitration demand or, if not, by JAMS, from its list of approved arbitrators with experience in hearing related cases. JAMS’ “Streamlined Arbitration Rules & Procedures” shall apply to all other claims involving less than $250,000. All other claims shall be determined in accordance with JAMS Comprehensive Arbitration Rules and Procedures. The award rendered by the arbitrator shall be final and binding on the parties and may be entered and enforced in any court having jurisdiction, and any court where a party or its assets is located (to whose jurisdiction the parties’ consent for the purpose of enforcing the award). However, this Section will not apply to (A) actions for equitable relief, or (B) actions to enforce or appeal any arbitration award. In any action under the preceding clause (A) or (B), each party waives any right to a jury trial. The arbitrator shall apply substantive law and may award reasonable attorneys’ fees and costs to the substantially prevailing party consistent with these Terms. The award rendered by the arbitrator shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction. (iii) Equitable Relief. Each Party acknowledges that a material breach by the other Party of these Terms may cause the non-breaching Party irreparable harm, for which an award of damages would not be adequate compensation and, in the event of such a material breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court, and the Parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such relief. These remedies are not exclusive but are in addition to all other remedies available under these Terms at law or in equity, subject to any express exclusions or limitations in these Terms to the contrary. (e) Survival. The provisions of Sections 2, 3, 4(d), 5, 6, 8, 9, 11 and 12 shall survive the termination or expiration of these Terms. (f) Notices. Any notice required or permitted by these Terms shall be in writing and delivered in person, sent by documented overnight delivery service, mailed by certified or registered mail, postage prepaid, or sent via email to the appropriate designated address of the intended recipient, transmission verification required, to the appropriate Party or Parties at the addresses referenced in the applicable SOW, or to such other address as the Parties may hereafter designate to the other in writing. (g) Force Majeure. A Party (referred to in this Section as a “Force Majeure Party”) shall be excused from the performance of its applicable obligation(s) under these Terms (other than the payment of any monies owed to the other Party, including, without limitation, any Purchase Price or Fees) to the extent that such performance is made commercially impracticable, illegal, or impossible by an event of Force Majeure that is beyond the Force Majeure Party’s reasonable control, and the Force Majeure Party provides written notice of the prevention within ten (10) business days of the occurrence of the Force Majeure event to the other Party (including details of the Force Majeure event, its anticipated duration and any action being taken to avoid or minimize its effect) and uses commercially reasonable efforts to avoid the effects of such Force Majeure and to perform the affected obligation(s) to the extent reasonably possible. Such excuse of performance shall be continued for so long as the condition constituting Force Majeure continues and the Force Majeure Party takes reasonable efforts to remove the condition or otherwise perform the affected obligation(s). For purposes of these Terms, “Force Majeure” shall mean only acts of God, strikes, civil disturbances, fires, earthquakes, governmental order or proclamation, outbreak or pandemic, supply chain interruption (to the extent such interruption is not caused by the gross negligence of such COML Council Packet 3-26-24, Page 21 of 186 Party), acts of terrorism, floods, explosions, riots, war, rebellion, sabotage or failure or default of public utilities or common carriers. For clarity, notwithstanding the existence of a Force Majeure impacting a Party’s performance hereunder, such Force Majeure Party shall continue performing all of its other obligations hereunder, and the other Party shall be excused from performing such of its obligations under these Terms that it cannot reasonably perform due to the non-performance by the Force Majeure Party due to such Force Majeure, until such Force Majeure Party completes performance of such obligations that are prevented by such Force Majeure. (h) No Public Statements. Except as required by applicable law, neither Party may issue or release any announcement, statement, press release, or other publicity or marketing materials relating to these Terms or, unless expressly permitted under these Terms, otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which may not be unreasonably withheld, conditioned or delayed. (i) Construction. The Parties hereby reaffirm that each has read the foregoing Terms and that each Party has had the opportunity to review, negotiate and participate in the creation of these Terms through independent counsel. The provisions contained herein shall not be construed or interpreted for or against any Party hereto because that Party drafted or caused that Party’s legal representative to draft any of its provisions. COML Council Packet 3-26-24, Page 22 of 186 Exhibit 1 PALLET VILLAGE DIGNITY STANDARDS INHERENT & ABSOLUTE Pallet's mission is to end unsheltered homelessness. Pallet villages are operated by community partners who collaborate with village residents to end their unhoused status, while transitioning into stable housing as quickly as possible. Villages provide life-sustaining services in a manner that fosters a safe, affirming, and dignified atmosphere for all residents. Discrimination or disparate treatment toward village residents on the basis of race, religion, national origin, immigration status, gender or non-gender conforming, sexual orientation, or any other protected class is strictly prohibited. At Pallet, we believe in all people's inherent and absolute dignity. Guided by feedback from village operators and Pallet team members with lived-experience, we have created a set of dignity standards intended as universal and irreducible requirements for the purchase and use of Pallet shelters. These are organic principles intended to evolve and refine as we learn more about what works best. HYGIENE FACILITIES Everyone is entitled to hygiene and sanitation that is clean, safe, secure, and that provides privacy and ensures dignity. Well-maintained toilets are mandatory at all Villages and must be available at all times. Flush toilets are strongly preferred, especially as the number of residents increases. Well-maintained hand-washing facilities are mandatory and must be available at all times. Residents must have access to showers. Showers on site are preferred. An alternative shower plan is acceptable assuming reasonable distance and safety. Residents must be able to wash their clothes as needed. Laundry on site is preferred. An alternative laundry plan is acceptable assuming reasonable distance and safety. MEALS All people should live free of hunger, food insecurity, and malnutrition and Villages are required to confront and solve for these issues. Clean, safe drinking water must be available to all residents at all times. The provision of two-to-three nutritious meals daily and a place to prepare meals is strongly preferred. Operators should ensure that all areas used for food storage or preparation are kept sanitary and comply with local health codes. When needed, residents should be aided in signing up for food-based government benefits upon moving in. TRANSPORTATION Access to essential services is a basic human right. Villages must not be more than one mile from an active public transportation hub allowing access to essential services such as food, healthcare, public benefits, and employment. Where not possible, shuttle services or other alternative transportation must be provided. Accommodations should be made for disabled persons who are unable to access general means of transportation. COML Council Packet 3-26-24, Page 23 of 186 Pallet PBC – Master Product and Services Agreement 13 of 13 SAFETY We all want to feel safe in our neighborhoods. Residents, staff, and the surrounding communities should be afforded every available measure of safety and security. Site infrastructure must include exterior fencing, locking gate/monitored entrances, and operable lighting. Cabin spacing must be approved by the local fire authority, addressing the risk of fire and its potential to spread. Village operators must maintain and ensure clear pathways between and in each cabin. Operators must enforce a strict policy against smoking or open flames inside cabins. Operators must have sufficient staff on duty at all times and enforce established safety measures. Staff with de-escalation and trauma-informed training is strongly preferred. A zero-tolerance policy toward violence, abuse of power, threats/intimidation, sexual harassment/assault, or discrimination of any kind is mandatory for all persons at the village. SUPPORTIVE SERVICES The primary function of villages is to provide a supportive, safe community for residents to access services needed to permanently end their unhoused status. Village operators must engage residents in supportive services/case management. Supportive services must be client-centric with an emphasis on attaining stable housing, publicly available benefits, holistic health care, vital documents, and employment. Case management should be frequent, consistent, and transparent. It must be offered by trained staff. COML Council Packet 3-26-24, Page 24 of 186 PRODUCTCATALOG PALLET COML Council Packet 3-26-24, Page 25 of 186 inside cover marketing story : No one should go unsheltered when a shelter village can be built in a day. Pallet responds to emergencies and housing needs with solutions built fast, at scale. From private shelters with lockable doors to on-site bathrooms, our village residents have peace of mind while they rest their heads in a safe space. Each shelter can be assembled in less than two hours. Public Benefit Company Pallet invests in people and is a fair chance employer. The majority of our team has experienced homelessness, substance use disorder, and/or the criminal legal system. They’ve found stability through meaningful employment. We’re builders at heart and train our employees with the skills they need to be successful. End-to-End Support Pallet has built thousands of shelters across the United States. Our team offers personalized consultative services to all clients. We have end- to-end expertise in the multi-stakeholder process required to create healing shelter villages at speed and scale. WHY PALLET COML Council Packet 3-26-24, Page 26 of 186 Table of Contents 04 - 05 Climate Contral Options 07 - 13 Shelter 15 - 19 Hygiene 20 - 21 Laundry 22 - 23 Accessories COML Council Packet 3-26-24, Page 27 of 186 COMFORT AND DIGNITY IN ANY CLIMATE No matter the weather, we have a shelter configuration that provides comfort, dignity, and safety. There are three elements to consider when configuring a shelter for your climate: Heating for cold temperatures, air conditioning for hot temperatures, and structural strength to match the wind and snow load your area experiences. Working with our Community Development Team to select the ideal combinations of these variables will ensure resident comfort, and safety. Heat System Options Cold Temperature Comfort For effective and efficient heating in all conditions, we offer four main configurations that cover the US climate. The chart below shows heater unit variations and shelter wall thickness options to ensure interior temps stay above 70 F even on the coldest night of the year. 1 *Delta T is the maximum difference between the outside environment temperature and the temperature inside the shelter. SEVERECOLD CLIMATE 1.5” wall thickness for added insulation 4500w heater for plentyof heating power Capable of maintaining an interior temperature of 70 F when outside temps drop as low as -20 F Delta T 90 F COLD CLIMATE 0.5” wall thickness, efficient, and sturdy 4500w heater for plentyof heating power Capable of maintaining an interior temperature of 70 F when outside temps drop as low as -10 F Delta T 80 F 4-SEASONCLIMATE 1.5” wall thickness for added insulation 1500w heater, efficient heating for mid-range climates Capable of maintaining an interior temperature of 70 F when outside temps drop as low as 10 F Delta T 60 F TEMPERATE CLIMATE 0.5” wall thickness, efficient, and sturdy 1500w heater, efficient heating for mid-range climates Capable of maintaining an interior temperature of 70 F when outside temps drop as low as 30 F Delta T 40 F 4 COML Council Packet 3-26-24, Page 28 of 186 Warm Temperature Comfort To provide safety and comfort in the hottest days of summer, we offer two air conditioning options. The right choice for your village will ensure proper cooling while maintaining the most efficient level of energy consumption. A/C Options 6000 BTU AC Extra powerful cooling for extremelyhot climates5000 BTU AC Quiet and efficient cooling for most climates 2 High Wind and Snow Load For locations that experience extreme winds and heavy snow we offer an additional configuration with enhanced structural support. The aluminum studs and roof supports of our Heavy Duty (HD) shelter stands up to storm winds up to 170 mph and snow load of 50 lbs. per square foot. Wind and Snow Loading Options HEAVY DUTYSTRUCTURE Capable of withstanding winds of170 mph and snow load of 50 lbs./sq. ft.STANDARDSTRUCTURE Capable of withstanding winds of110 mph and snow load of 25 lbs./sq. ft. 3 5COML Council Packet 3-26-24, Page 29 of 186 6 COML Council Packet 3-26-24, Page 30 of 186 Pallet Shelters Pallet shelter villages offer the dignity of private space in a healing community environment. They are designed to rapidly assist unsheltered populations with a resource net of on-site social services, as well as food, showers, laundry, and more to help people transition to permanent housing. Infrastructure Needs Pallet shelters are a flexible system that can be installed on a wide variety of surfaces and connected to a number of power sources and standard sewer service lines. SHELTERSHELTER COML Council Packet 3-26-24, Page 31 of 186 Proven : Thousands of shelters in use since first introduced in 2016. Dignified : Heat, air conditioning, and other amenities for comfort, function, and security. Durable : Long-lasting and built to handle wind, snow, and rain. Shelter 64 Designed and built with the right balance of efficiency and comfort, the Shelter 64 is the industry-standard rapid-response sleeping shelter. Optimized for one or two people. Climate-control options and a locking door provide residents comfortable, secure, and dignified shelter. Features •Locking door and windows •Interchangeable bed/desk options •Hardwired smoke/carbonmonoxide detector •Wall mounted fire extinguisher •Standard manufacturer warranty •Emergency egress door •Assemble in less than two hours Shelter 64 8 COML Council Packet 3-26-24, Page 32 of 186 Technical Specifications SIZE (NOMINAL)8’6” wide x 7’ deep x 9’3” high SQUARE FOOTAGE 64 sq. ft. WALL AND ROOF THICKNESS 0.5” | 1.5” INTERIOR HEADROOM 107” max. / 90” min. SLEEPING BUNK DIMENSIONS 28.25” x 81” SHELTER WEIGHT 400 lbs., 0.5” shell | 520 lbs., 1.5” shell WIND RATING 110 mph (Standard) | 170 mph (Heavy Duty) SNOW LOAD RATING 25 lbs./sq. ft. (Standard) | 50 lbs./sq. ft. (Heavy Duty) MINIMUM TEMPERATURE RATING 30 F - 0.5” walls with 1500w heater 10 F - 1.5” walls with 1500w heater -15 F - 0.5” walls with 4500w heater -30 F - 1.5” walls with 4500w heater The Right Shelter for your Needs Selecting the right mix of options is essential to providing comfort, safety and dignity for your residents. The chart below outlines the options available. Select from each section to create your shelter. Heat System Options A/C System Options 5000 BTU AC COLDCLIMATESEVERECOLDCLIMATE 6000 BTU AC 4-SEASONCLIMATE TEMPERATECLIMATE Wind and Snow Options STANDARD STRUCTURE HEAVY DUTY STRUCTURE 1 2 3 9COML Council Packet 3-26-24, Page 33 of 186 Shelter 100 SHELTER 100 This 100 square foot shelter is a versatile structure with options for sleeping up to four people, or can be configured as a village services office. Families, couples, or individuals can live with peace of mind and comfort with features such as a smoke detector, climate control, and lockable door. Features •Locking door and windows •Interchangeable bed/desk options •Hardwired smoke/carbon monoxide detector •Wall-mounted fire extinguisher •Standard manufacturer warranty •Emergency egress door •Assemble in less than two hours Proven : Thousands of shelters in use since first introduced in 2016. Dignified : Heat, air conditioning, and other amenities for comfort, function, and security. Flexible : Sleeps up to four or can be configured as an office or storage unit. 10 COML Council Packet 3-26-24, Page 34 of 186 Technical Specifications SIZE (NOMINAL)13’8” wide x 7’ deep x 9’3” high SQUARE FOOTAGE 100 sq. ft. WALL AND ROOF THICKNESS 1.5” INTERIOR HEADROOM 107” max. / 90” min. SLEEPING BUNK DIMENSIONS 28.25” x 81” SHELTER WEIGHT 916 lbs. WIND RATING 110 mph (Standard) | 170 mph (Heavy Duty) SNOW LOAD RATING 25 lbs./sq. ft. (Standard) | 50 lbs./sq. ft. (Heavy Duty) MINIMUM TEMPERATURE RATING 10 F - 1.5” walls with 1500w heater -30 F - 1.5” walls with 4500w heater The Right Shelter for your Needs Selecting the right mix of options is essential to providing comfort, safety and dignity for your residents. The chart below outlines the options available. Select from each section to create your shelter. Heat System Options A/C System Options 5000 BTU AC COLDCLIMATESEVERECOLDCLIMATE 6000 BTU AC 4-SEASONCLIMATE TEMPERATECLIMATE Wind and Snow Options STANDARD STRUCTURE HEAVY DUTY STRUCTURE 1 2 3 11COML Council Packet 3-26-24, Page 35 of 186 Community 400 + 800 Pallet’s larger community structures provide a safe and comfortable space for residents to meet for meals, meetings, social gatherings, and work. With flexible open floor plans and proven, durable construction, the community structures are a versatile village addition. Community 400 + 800 Proven : Thousands of shelters in use since first introduced in 2016. Flexible : Electrical and heating options tailored to fit your needs. Durable : Long-lasting and built to handle wind, snow, and rain. Features •Multiple windows for lots of natural light •Electrical and lighting options built in •Locking door and windows •Hardwired smoke/carbon monoxidedetector options •Standard manufacturer warranty •Resistant to mold and pests •Assembles in 2 days 12 COML Council Packet 3-26-24, Page 36 of 186 Community 400 + 800 Technical Specifications SIZE (NOMINAL)COMMUNITY 40027’3” wide x 16’10” deep x 10’8” high COMMUNITY 80054’1” wide x 16’10” deep x 10’8” high SQUARE FOOTAGE 400 sq. ft.800 sq. ft. WALL AND ROOF THICKNESS 1.5”1.5” INTERIOR HEADROOM 104” max. / 90” min.104” max. / 90” min. WIND RATING 110 mph 110 mph SNOW LOAD RATING 25 lbs./sq. ft. 25 lbs./sq. ft. 13COML Council Packet 3-26-24, Page 37 of 186 Aluminum Load Frame T6061 aircraft grade aluminum cross sections serve as a structural frame that allows our shelters to be rated to handle wind speeds of up to 110 mph and endure snow loads of 25 lbs. per square foot. The HD structural frame can withstand wind speeds of up to 170 mph and endure snow loads of 50 lbs. per square foot. Composite Sandwich Construction Wall Panels With a rigid outer skin and a lightweight foam interior, these custom engineered panels provide incredible strength and insulation properties in a lightweight package. Offered in 0.5” and 1.5” thickness, they are easy to clean and maintain so energy is focused on residents and community, not village upkeep. Safety Systems Our shelters are designed to meet or exceed industry guidelines. Local authorities inspect them before residents move in. Each shelter is equipped with smoke/carbon monoxide detectors, interior and exterior lighting, ample electrical outlets, and an emergency egress door. An on-site service provider also ensures resident safety. PALLET’S PATENTEDCOMPOSITE CONSTRUCTION All Pallet structures have been designed utilizing aerospace construction methodology and materials, each shelter is lightweight, strong, and durable. 14 COML Council Packet 3-26-24, Page 38 of 186 HYGIENEHYGIENE Pallet Hygiene Units Designed for comfort, function, and privacy, all Pallet hygiene units use standard bathroom fixtures and layouts. Each unit is easy to install and maintain, with complete plumbing and power systems in place upon delivery. Adding these facilities to a village is as simple as placing them, installing fixtures, and connecting to standard infrastructure lines. Infrastructure Needs Pallet hygiene units are a flexible system that can be installed on a wide variety of surfaces and connected to a number of power sources and standard sewer service lines. COML Council Packet 3-26-24, Page 39 of 186 Two-Stall Hygiene Two-stall Hygiene Based on the proven durability and longevity of the Shelter 100, this hygiene structure provides a private, lockable space with flushable toilet, a sink, and a shower in each of its two rooms. Easy to install, clean, and maintain, the Pallet Two-Stall Hygiene unit is an essential part of a dignified shelter community. Features • Standard flush toilets and hot/cold water sinks and showers • Standard sewer and electrical hookups for easy installation • Locking doors • Heat, AC, exhaust fan, humidity sensor come standard • Standard manufacturer warranty • Resistant to mold and pests Easy to maintain : Simple layout with easy-to-clean materials and surfaces. Dignified : The privacy and comfort of lockable doors and standard residential fixtures. Proven : Thousands of shelters in use since first introduced in 2016. 16 COML Council Packet 3-26-24, Page 40 of 186 Technical Specifications SIZE (NOMINAL)13’8” wide x 7’ deep x 9’3” high SQUARE FOOTAGE 100 sq. ft. WALL AND ROOF THICKNESS 1.5” INTERIOR HEADROOM 107” max. / 90” min. SHELTER WEIGHT 2234 lbs WATER HEATER Electric on demand COMFORT CONTROL Electric AC/heater combo wall unit WIND RATING 110 mph SNOW LOAD RATING 25 lbs./sq. ft. 17COML Council Packet 3-26-24, Page 41 of 186 Accessible Hygiene + Half Bath The same features as our standard unit with the added benefit of an additional half bath. Perfect for adding bathroom capacity or as an admin staff bathroom, this 100 square foot unit offers turnkey installation ease, and familiar residential fixtures. Accessible Hygiene +Half Bath Features •Standard flush toilets and hot/cold watersinks and showers •Fold down bench and changing area •Standard sewer and electrical hookupsfor easy installation •Second half bath unit for admin staff •Standard manufacturer warranty •Resistant to mold, and pests •Locking doors Accessible : Designed with accessibility features and layout that satisfies most local codes. Proven : Thousands of shelters in use since first introduced in 2016. Dignified : The privacy and comfort of lockable doors and standard residential fixtures. 18 COML Council Packet 3-26-24, Page 42 of 186 Technical Specifications SIZE (NOMINAL)13’8” wide x 7’ deep x 9’3” high SQUARE FOOTAGE 100 sq. ft. WALL AND ROOF THICKNESS 1.5” SHELTER WEIGHT 2216 lbs INTERIOR HEADROOM 107” max. / 90” min. WATER HEATER Electric on demand COMFORT CONTROL Electrical AC/heater combo wall unit WIND RATING 110 mph SNOW LOAD RATING 25 lbs./sq. ft. 19COML Council Packet 3-26-24, Page 43 of 186 Features •Folding laundry table •Utility sink •Resistant to mold and pests •Standard manufacturers warranty •Space for full sized washersand dryers Laundry Built on the proven Shelter 100 platform featuring space for four full-size washers and dryers, the Pallet Laundry unit is the perfect way to round out a full-service village. With an accessibility focused layout and featuring a folding table, wash sink, lighting, and climate control the Pallet Laundry unit is a plug-and-play solution. Easy to setup : Structure comes assembled with standard connections for washers and dryers. High capacity : With space and connections for four washers and dryers to support large village populations. Durable : Built to handle wind, snow, and rain. Laundry 20 COML Council Packet 3-26-24, Page 44 of 186 Technical Specifications SIZE (NOMINAL)13’8” wide x 7’ deep x 9’3” high SQUARE FOOTAGE 100 sq. ft. WALL AND ROOF THICKNESS 1.5” SHELTER WEIGHT 1355 lbs INTERIOR HEADROOM 107” max. / 90” min. WATER HEATER Electric on demand COMFORT CONTROL Electrical AC WIND RATING 110 mph SNOW LOAD RATING 25 lbs./sq. ft. Washers and dryers not included 21COML Council Packet 3-26-24, Page 45 of 186 Accessories Bunk Kit Add sleeping capacity to our 64 and 100 square foot shelters with this sturdy, foldable bunk. Its lightweight aluminum frame lets residents fold it flat against the wall to create extra space for daytime use. • Foldable design for extra space • Sturdy aluminum frame rated up to 350 lbs. No shelter is complete without features that provide a comfortable and productive interior environment for the resident. These options are designed for efficiency, durability, dignity, and comfort. Ladder not included 22 COML Council Packet 3-26-24, Page 46 of 186 ACCESSORIESDesk A multi-use addition to any shelter, our collapsible desk gives residents a place to sit and eat, read, or work. It’s made with solid aluminum framing and folds flat against the wall. • Collapsible design saves space when not in use • Sturdy aluminum construction supports up to 150lbs., evenly distributed Mattress Made of a comfortable, durable foam, our mattress is six inches thick. It’s easy to clean, soft, and custom-made for our bunks. • Supportive and comfortable foam construction • Easy to clean with machine-washable cover COML Council Packet 3-26-24, Page 47 of 186 info@palletshelter.com | 425-322-5112 | palletshelter.com © 2023 COML Council Packet 3-26-24, Page 48 of 186 Council Staff Report To:Agenda Item Number: From Department For Agenda of:Proceeding Type Subject Reviewed and Approved by: Expenditure Required:Amount Budgeted:Appropriation Required: Action Requested Packet Attachments (if any) Overview Fiscal and Policy Implications Approve, Authorize, or Adopt: Provide Amended Direction: No Action Taken: Mayor and City Council 15024 Kevin Fuhr, City Manager Administration 3/26/2024 Consent Agenda Department of Commerce Grant-Larson Park Irrigation City Manager City Attorney Community Development Finance Fire Human Resources Parks, Rec, & Cultural Services Police Public Works Technology Services 0.00$0.00$0.00$ Authorize City Manager to execute the contract with Department of Commerce. Department of Commerce-Larson Playfields-2024.pdf 1.37MB The Department of Commerce has awarded the City of Moses Lake $250,260.00 in grant funding for installation of irrigation at the Larson Playfield. The City is required to provide a match amount of $16,740.00, which has been allocated out of the Parks Improvement account. This grant will allow irrigation at the Larson Playfield and will reduce the amount of potable water used by the Parks Department for irrigaton. Options and Results Authorize the City Manager to sign the grant agreement. Staff will bring back options for recommended changes. Do not accept the grant. COML Council Packet 3-26-24, Page 49 of 186 Washington State Department of Commerce - Ver.06_09_22 www.commerce.wa.gov Grant to City of Moses Lake through The 2024 Local and Community Projects Program For Larson Playfield Irrigation Conversion (Moses Lake) – Funding to drill an irrigation well. Start date: 7/1/2023 DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 50 of 186 DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 51 of 186 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………………………………………………. 6 10. Insurance ................................................................................................. 6 11. Order of Precedence ................................................................................ 7 12. Reduction in Funds .................................................................................. 8 13. Ownership of Project/Capital Facilities ..................................................... 8 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 ............................................................ 9 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 11 General Terms and Conditions ....................................................................................... 1 1. Definitions ................................................................................................ 1 2. Access to Data ......................................................................................... 1 3. Advance Payments Prohibited ................................................................. 1 4. All Writings Contained Herein .................................................................. 1 5. Amendments ............................................................................................ 1 6. Americans with Disabilities Act (ADA) ...................................................... 2 7. Assignment .............................................................................................. 2 8. Attorney’s Fees ........................................................................................ 2 9. Audit ........................................................................................................ 2 10. Breaches of Other State Contracts ..…………………………………………3 11. Confidentiality/Safeguarding of Information .............................................. 3 12. Conflict of Interest .................................................................................... 3 13. Copyright Provision .................................................................................. 4 14. Disputes ................................................................................................... 4 15. Duplicate Payment ................................................................................... 5 16. Governing Law and Venue ....................................................................... 5 17. Indemnification ......................................................................................... 5 18. Independent Capacity of the Grantee ....................................................... 5 19. Industrial Insurance Coverage ................................................................. 5 20. Laws ........................................................................................................ 6 21. Licensing, Accreditation and Registration ................................................ 6 22. Limitation of Authority .............................................................................. 6 23. Noncompliance with Nondiscrimination Laws ........................................... 6 24. Pay Equity……………………………………………………………………….6 DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 52 of 186 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…………………………………………………… ……….7 31. Savings .................................................................................................... 8 32. Severability .............................................................................................. 8 33. Site Security ............................................................................................. 8 34. Subgranting/Subcontracting ..................................................................... 8 35. Survival .................................................................................................... 8 36. Taxes ....................................................................................................... 8 37. Termination for Cause ............................................................................. 8 38. Termination for Convenience ................................................................... 9 39. Termination Procedures ........................................................................... 9 40. Treatment of Assets ............................................................................... 10 41. Waiver ................................................................................................... 10 Attachment A, Scope of Work; Attachment B, Budget; Attachment C, Availability of Funds; Attachment D Certification of Prevailing Wages; Attachment E, Certification of LEED DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 53 of 186 FACE SHEET Grant Number: 24-96647-149 Washington State Department of Commerce Local Government Division Community Capital Facilities Unit 1. GRANTEE 2. GRANTEE Doing Business As (optional) City of Moses Lake P.O. Box 1579 Moses Lake, Washington 98837 3. Grantee Representative 4. COMMERCE Representative Richard Law PO Box 1579 Moses Lake, WA 98837 509-764-3782 rlaw@cityofml.com Mark Porter Project Manager (360) 742-4868 Fax 360-586-5880 mark.porter@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 $250,260.00 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 # 91-6007721 0000-313-00 134-000-982 N/A 14. Grant Purpose The purpose of this performance-based contract is to provide funding for drilling an irrigation well 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 Kevin Fuhr, City Manager Date Mark K. Barkley, Assistant Director Date APPROVED AS TO FORM Date 3/18/2024 DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 54 of 186 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 2 THIS CONTRACT, entered into by and between City of Moses Lake (“GRANTEE”), a unit of local government, 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, 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 in a new irrigation system; 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 $250,260.00 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 performed by a licensed, DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 55 of 186 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 3 professional real estate appraiser, or a current property tax statement. COMMERCE will not consider appraisals for prospective values of such property for the purposes of calculating the amount of non-state matching fund credit. vii) In-kind contributions, subject to COMMERCE’S approval. B. The GRANTEE shall maintain records sufficient to evidence that it has access to or has expended funds from such non-state sources, and shall make such records available for COMMERCE’S review upon reasonable request. 4. PREVAILING WAGE LAW The Project funded under this Grant may be subject to state prevailing wage law (Chapter 39.12 RCW). The GRANTEE is advised to consult the Industrial Statistician at the Washington Department of Labor and Industries to determine whether prevailing wages must be paid. COMMERCE is not responsible for determining whether prevailing wage applies to this Project or for any prevailing wage payments that may be required by law. 5. DOCUMENTATION AND SECURITY The provisions of this section shall apply to capital projects performed by nonprofit organizations and public benefit corporations that involve the expenditure of over $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, COMMERCE may require that GRANTEE record or cause to be recorded a covenant in a superior lien position ahead of the lender’s security instrument that restricts use of the facility or property for the purpose(s) stated elsewhere in this contract for at least the term of the commitment period E. Subordination. COMMERCE may agree to subordinate its deed of trust upon request from a private or public lender. Any such request shall be submitted to COMMERCE in writing, and DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 56 of 186 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 4 COMMERCE shall respond to the request in writing within thirty (30) days of receiving the request. 6. BASIS FOR ESTABLISHING REAL PROPERTY VALUES FOR ACQUISITIONS OF REAL PROPERTY PERFORMANCE MEASURES When 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 elsewhere 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 each invoice of eligible Project expenditures, up to the maximum payable under this contract. When requesting reimbursement for expenditures made, the GRANTEE shall submit to COMMERCE a signed and completed Invoice Voucher (Form A-19), that documents capitalized Project activity performed – by budget line item – for the billing period. The GRANTEE shall evidence the costs claimed on each voucher by including copies of each invoice received from vendors providing Project goods or services covered by the contract. The GRANTEE shall also provide COMMERCE with a copy of the cancelled check or electronic funds transfer, as applicable, that confirms that they have paid each expenditure being claimed. The cancelled checks or electronic funds transfers may be submitted to COMMERCE at the time the voucher is initially submitted, or within thirty (30) days thereafter. DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 57 of 186 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 5 The voucher must be certified (signed) by an official of the GRANTEE with authority to bind the GRANTEE. The final voucher shall be submitted to COMMERCE within sixty (60) days following the completion of work or other termination of this contract, or within fifteen (15) days following the end of the state biennium unless contract funds are reappropriated by the Legislature in accordance with Section 19, hereof. If GRANTEE has or will be submitting any of the invoices attached to a request for payment for partial reimbursement under another grant contract, GRANTEE must clearly identify such grant contracts in the transmittal letter and request for payment. Each request for payment must be accompanied by a Project Status Report, which describes, in narrative form, the progress made on the Project since the last invoice was submitted, as well as a report of Project status to date. COMMERCE will not release payment for any reimbursement request received unless and until the Project Status Report is received. After approving the Invoice Voucher and Project Status Report, COMMERCE shall promptly remit a warrant to the GRANTEE. COMMERCE will pay GRANTEE upon acceptance of services provided and receipt of properly completed invoices, which shall be submitted to the Representative for COMMERCE not more often than monthly. Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after receipt of properly completed invoices. Payment shall be sent to the address designated by the GRANTEE. Notwithstanding the foregoing, COMMERCE may, in its sole discretion, holdback up to the final 10% of grant funds until the Project is complete and the facility has been issued a Certificate of Occupancy from the appropriate local permitting entity. COMMERCE will holdback grant funds and shall not disburse such funds to the GRANTEE until the GRANTEE submits to COMMERCE a copy of the issued Certificate of Occupancy. The Certificate of Occupancy should be submitted with GRANTEE’s final request for reimbursement. 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 DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 58 of 186 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 6 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 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 to this Grant shall be $2,000,000 or the highest of planned reimbursement for the Grant period, whichever is lowest. Fidelity insurance secured pursuant to this paragraph shall name COMMERCE as beneficiary. B. Subgrantees that receive $10,000 or more per year in funding through this Grant shall secure fidelity insurance as noted above. Fidelity insurance secured by Subgrantees pursuant to this paragraph shall name the GRANTEE and the GRANTEE’s fiscal agent as beneficiary. 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 company authorized to do business within the state of Washington. The insurance shall name the state of Washington, its agents, officers, and employees as additional insureds under the insurance policy. All policies shall be primary to any other valid and collectable insurance. The GRANTEE shall instruct the insurers to give COMMERCE thirty (30) calendar days advance notice of any insurance cancellation or modification. DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 59 of 186 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 7 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. 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. DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 60 of 186 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 8 13. OWNERSHIP OF PROJECT/CAPITAL FACILITIES COMMERCE makes no claim to any real property improved or constructed with funds awarded under this contract and does not assert and will not acquire any ownership interest in or title to the capital facilities and/or equipment constructed or purchased with state funds under this contract; provided, however, that COMMERCE may be granted a security interest in real property, to secure funds awarded under this contract. This provision does not extend to claims that COMMERCE may bring against the GRANTEE in recapturing funds expended in violation of this contract. 14. CHANGE OF OWNERSHIP OR USE FOR GRANTEE-OWNED PROPERTY A. The GRANTEE understands and agrees that any and all real property or facilities owned by the GRANTEE that are acquired, constructed, or otherwise improved by the GRANTEE using state funds under this contract, shall be held and used by the GRANTEE for the purpose or purposes stated elsewhere in this contract for a period of at least ten (10) years from the 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 DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 61 of 186 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 9 under this contract that would cause one or more budget line items to exceed the 15 percent (15%) threshold increase described above. C. Any such budget modification or modifications as described above shall require the written approval of COMMERCE (by email or regular mail), and such written approval shall amend the Project Budget. Each party to this contract will retain and make any and all documents related to such budget modifications a part of their respective contract file. D. Nothing in this section shall be construed to permit an increase in the amount of funds available for the Project, as set forth in Section 2 of this contract. 17. SIGNAGE, MARKERS AND PUBLICATIONS If, during the period covered by this contract, the GRANTEE displays or circulates any communication, publication, or donor recognition identifying the financial participants in the Project, any such communication or publication must identify “The Taxpayers of Washington State” as a participant. 18. HISTORICAL AND CULTURAL ARTIFACTS Prior to approval and disbursement of any funds awarded under this Contract, GRANTEE shall cooperate with COMMERCE to complete the requirements of Governor’s Executive Order 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 Work attached hereto. In addition to the requirements set forth in this Contract, GRANTEE agrees to comply with RCW 27.44 regarding Indian Graves and Records; RCW 27.53 regarding Archaeological Sites and Resources; RCW 68.60 regarding Abandoned and Historic Cemeteries and Historic Graves; and WAC 25-48 regarding Archaeological Excavation and Removal Permits. Completion of the requirements of Section 106 of the National Historic Preservation Act shall substitute for completion of Governor’s Executive Order 21-02. DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 62 of 186 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 10 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. If funds are so reappropriated, the state's obligation under the terms of this contract shall be contingent upon the terms of such reappropriation. B. In the event any funds awarded under this contract are reappropriated for use in a future biennium, COMMERCE reserves the right to assign a reasonable share of any such reappropriation for administrative costs. 20. TERMINATION FOR FRAUD OR MISREPRESENTATION In the event the GRANTEE commits fraud or makes any misrepresentation in connection with the Grant application or during the performance of this contract, COMMERCE reserves the right to terminate or amend this contract accordingly, including the right to recapture all funds disbursed to the GRANTEE under the Grant. 21. 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. DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 63 of 186 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 for 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. DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 64 of 186 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 2 6. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the “ADA” 28 CFR Part 35 The GRANTEE must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 7. ASSIGNMENT Neither this Grant, nor any claim arising under this Grant, shall be transferred or assigned by the GRANTEE without prior written consent of COMMERCE. 8. ATTORNEYS’ FEES Unless expressly permitted under another provision of the Grant, in the event of litigation or other action brought to enforce Grant terms, each party agrees to bear its own attorneys’ fees and costs. 9. AUDIT A. General Requirements COMMERCE reserves the right to require an audit. If required, GRANTEEs are to procure audit services based on the following guidelines. The GRANTEE shall maintain its records and accounts so as to facilitate audits and shall ensure that subgrantees also maintain auditable records. The GRANTEE is responsible for any audit exceptions incurred by its own organization or that of its subgrantees. COMMERCE reserves the right to recover from the GRANTEE all disallowed costs resulting from the audit. Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit report. The GRANTEE must respond to COMMERCE requests for information or corrective action concerning audit issues within thirty (30) days of the date of request. B. State Funds Requirements In the event an audit is required, if the GRANTEE is a state or local government entity, the Office of the State Auditor shall conduct the audit. Audits of non-profit organizations are to be conducted by a certified public accountant selected by the GRANTEE. The GRANTEE shall include the above audit requirements in any subcontracts. In any case, the GRANTEE’s records must be available for review by COMMERCE. C. Documentation Requirements The GRANTEE must send a copy of the audit report described above no later than nine (9) months after the end of the GRANTEE’s fiscal year(s) by sending a scanned copy to auditreview@commerce.wa.gov or a hard copy to: Department of Commerce ATTN: Audit Review and Resolution Office 1011 Plum Street SE PO Box 42525 Olympia WA 98504-2525 In addition to sending a copy of the audit, when applicable, the GRANTEE must include: Corrective action plan for audit findings within three (3) months of the audit being received by COMMERCE. DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 65 of 186 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 government services, addresses, telephone numbers, social security number, driver’s license number and other identifying numbers, and “Protected Health Information” under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). B. The GRANTEE shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. The GRANTEE shall use Confidential Information solely for the purposes of this Grant and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of COMMERCE or as may be required by law. The GRANTEE shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation of any state or federal laws related thereto. Upon request, the GRANTEE shall provide COMMERCE with its policies and procedures on confidentiality. COMMERCE may require changes to such policies and procedures as they apply to this Grant whenever COMMERCE reasonably determines that changes are necessary to prevent unauthorized disclosures. The GRANTEE shall make the changes within the time period specified by COMMERCE. Upon request, the GRANTEE shall immediately return to COMMERCE any Confidential Information that COMMERCE reasonably determines has not been adequately protected by the GRANTEE against unauthorized disclosure. C. Unauthorized Use or Disclosure. The GRANTEE shall notify COMMERCE within five (5) working days of any unauthorized use or disclosure of any confidential information, and shall take necessary steps to mitigate the harmful effects of such use or disclosure. 12. CONFLICT OF INTEREST Notwithstanding any determination by the Executive Ethics Board or other tribunal, COMMERCE may, in its sole discretion, by written notice to the GRANTEE terminate this contract if it is found after due notice and examination by COMMERCE that there is a violation of the Ethics in Public Service Act, Chapters 42.52 RCW and 42.23 RCW; or any similar statute involving the GRANTEE in the procurement of, or performance under this contract. Specific restrictions apply to contracting with current or former state employees pursuant to chapter 42.52 of the Revised Code of Washington. The GRANTEE and their subcontractor(s) must identify any person employed in any capacity by the state of Washington that worked on this Grant, or any matter related to the project funded under this Grant or any other state funded project, including but not limited to formulating or drafting legislation, participating in grant procurement, planning and DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 66 of 186 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 4 execution, awarding grants, or monitoring grants, during the 24 month period preceding the start date of this Grant. Any person identified by the GRANTEE and their subcontractors(s) must be identified individually by name, the agency previously or currently employed by, job title or position held, and separation date. If it is determined by COMMERCE that a conflict of interest exists, the GRANTEE may be disqualified from further consideration for the award of a Grant. In the event this contract is terminated as provided above, COMMERCE shall be entitled to pursue the same remedies against the GRANTEE as it could pursue in the event of a breach of the contract by the GRANTEE. The rights and remedies of COMMERCE provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which COMMERCE makes any determination under this clause shall be an issue and may be reviewed as provided in the “Disputes” clause of this contract. 13. COPYRIGHT PROVISIONS Unless otherwise provided, all Materials produced under this Grant shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be considered the author of such Materials. In the event the Materials are not considered “works for hire” under the U.S. Copyright laws, the GRANTEE hereby irrevocably assigns all right, title, and interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to COMMERCE effective from the moment of creation of such Materials. “Materials” means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. “Ownership” includes the right to copyright, patent, register and the ability to transfer these rights. For Materials that are delivered under the Grant, but that incorporate pre-existing materials not produced under the Grant, the GRANTEE hereby grants to COMMERCE a nonexclusive, royalty-free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The GRANTEE warrants and represents that the GRANTEE has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to COMMERCE. The GRANTEE shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials furnished under this Grant, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Grant. The GRANTEE shall provide COMMERCE with prompt written notice of each notice or claim of infringement received by the GRANTEE with respect to any Materials delivered under this Grant. COMMERCE shall have the right to modify or remove any restrictive markings placed upon the Materials by the GRANTEE. 14. DISPUTES Except as otherwise provided in this Grant, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Director of COMMERCE, who may designate a neutral person to decide the dispute. The request for a dispute hearing must: 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. DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 67 of 186 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 resulting from the performance of the contract. “Claim” as used in this contract, means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorneys’ fees, attributable for bodily injury, sickness, disease, or death, or injury to or the destruction of tangible property including loss of use resulting therefrom. The GRANTEE’s obligation to indemnify, defend, and hold harmless includes any claim by GRANTEE’s agents, employees, representatives, or any subgrantee/subcontractor or its employees. 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. 19. INDUSTRIAL INSURANCE COVERAGE DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 68 of 186 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 6 The GRANTEE shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the GRANTEE fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, COMMERCE may collect from the GRANTEE the full amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount owed by the GRANTEE to the accident fund from the amount payable to the GRANTEE by COMMERCE under this Contract, and transmit the deducted amount to the Department 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. DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 69 of 186 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 limited by the State Campaign Finances and Lobbying provisions of Chapter 42.17a RCW and the Federal Hatch Act, 5 USC 1501 - 1508. No funds may be used for working for or against ballot measures or for or against the candidacy of any person for public office. 26. PUBLICITY The GRANTEE agrees not to publish or use any advertising or publicity materials in which the state of Washington or COMMERCE’s name is mentioned, or language used from which the connection with the state of Washington’s or COMMERCE’s name may reasonably be inferred or implied, without the prior written consent of COMMERCE. 27. RECAPTURE In the event that the GRANTEE fails to perform this Grant in accordance with state laws, federal laws, and/or the provisions of this Grant, COMMERCE reserves the right to recapture funds in an amount to compensate COMMERCE for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the GRANTEE of funds under this recapture provision shall occur within the time period specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due under this Grant. 28. RECORDS MAINTENANCE The GRANTEE shall maintain books, records, documents, data and other evidence relating to this Grant and performance of the services described herein, including but not limited to accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Grant. GRANTEE shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the Grant, shall be subject at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 29. REGISTRATION WITH DEPARTMENT OF REVENUE If required by law, the GRANTEE shall complete registration with the Washington State Department of Revenue. 30. RIGHT OF INSPECTION DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 70 of 186 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 8 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. DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 71 of 186 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; 3. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the AUTHORIZED REPRESENTATIVE, all of the rights, title, and interest of the GRANTEE under the orders and subgrants/subcontracts so terminated, in which case COMMERCE has the right, at its DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 72 of 186 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 10 discretion, to settle or pay any or all claims arising out of the termination of such orders and subgrants/subcontracts; 4. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the AUTHORIZED REPRESENTATIVE to the extent AUTHORIZED REPRESENTATIVE may require, which approval or ratification shall be final for all the purposes of this clause; 5. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by the AUTHORIZED REPRESENTATIVE any property which, if the Grant had been completed, would have been required to be furnished to COMMERCE; 6. Complete performance of such part of the work as shall not have been terminated by the AUTHORIZED REPRESENTATIVE; and 7. Take such action as may be necessary, or as the AUTHORIZED REPRESENTATIVE may direct, for the protection and preservation of the property related to this Grant, which is in the possession of the GRANTEE and in which COMMERCE has or may acquire an interest. 40. TREATMENT OF ASSETS Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property furnished by the GRANTEE, for the cost of which the GRANTEE is entitled to be reimbursed as a direct item of cost under this Grant, shall pass to and vest in COMMERCE upon delivery of such property by the GRANTEE. Title to other property, the cost of which is reimbursable to the GRANTEE under this Grant, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the performance of this Grant, or (ii) commencement of use of such property in the performance of this Grant, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first occurs. A. Any property of COMMERCE furnished to the GRANTEE shall, unless otherwise provided herein or approved by COMMERCE, be used only for the performance of this Grant. B. The GRANTEE shall be responsible for any loss or damage to property of COMMERCE that results from the negligence of the GRANTEE or which results from the failure on the part of the GRANTEE to maintain and administer that property in accordance with sound management practices. C. If any COMMERCE property is lost, destroyed or damaged, the GRANTEE shall immediately notify COMMERCE and shall take all reasonable steps to protect the property from further damage. D. The GRANTEE shall surrender to COMMERCE all property of COMMERCE prior to settlement upon completion, termination or cancellation of this Grant All reference to the GRANTEE under this clause shall also include GRANTEE'S employees, agents or subgrantees/subcontractors. 41. WAIVER Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this Grant unless stated to be such in writing and signed by Authorized Representative of COMMERCE. DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 73 of 186 Attachment A Scope of Work Funds awarded under this grant shall be used by the City of Moses Lake to build an irrigation well located at 2501 W. Broadway Avenue in Moses Lake WA, 98837 This will include, but not be limited to, drilling an irrigation well and installing necessary pumps, casing and irrigation lines to service the 20-acre park. This project will serve as a benefit to the public by providing better stewardship of a natural resource and alleviate the strain on the depleting aquifer. This project is anticipated to be completed by July of 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 below. ______________________________________ GRANTEE ______________________________________ TITLE _____________________________________ DATE DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F Police Chief COML Council Packet 3-26-24, Page 74 of 186 Attachment B Budget Line Item Amount Architecture & Engineering $20,000.00 Construction $240,000.00 Construction Management $7,000.00 Total Contracted Amount: $267,000.00 CERTIFICATION PERFORMANCE MEASURE The GRANTEE, by its signature, certifies that the Project Budget set forth above has been reviewed and approved by the GRANTEE’s governing body or board of directors, as applicable, as of the date and year written below. ______________________________________ GRANTEE ______________________________________ TITLE _____________________________________ DATE DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F Police Chief COML Council Packet 3-26-24, Page 75 of 186 Attachment C Certification of the Availability of Funds to Complete the Project Non-State Funds Amount Total City of Moses Lake (314 Parks Improvement) $16,740.00 Total Non-State Funds $16,740.00 $16,740.00 State Funds State Capital Budget $250,260.00 $250,260.00 Total Non-State and State Sources $267,000.00 CERTIFICATION PERFORMANCE MEASURE The GRANTEE, by its signature, certifies that project funding from sources other than those provided by this contract and identified above has been reviewed and approved by the GRANTEE’s governing body or board of directors, as applicable, and has either been expended for eligible Project expenses, or is committed in writing and available and will remain committed and available solely and specifically for carrying out the purposes of this Project as described in elsewhere in this contract, as of the date and year written below. The GRANTEE shall maintain records sufficient to evidence that it has expended or has access to the funds needed to complete the Project, and shall make such records available for COMMERCE’S review upon reasonable request. ______________________________________ GRANTEE ______________________________________ TITLE _____________________________________ DATE DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F Police Chief COML Council Packet 3-26-24, Page 76 of 186 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 DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F Police Chief COML Council Packet 3-26-24, Page 77 of 186 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 DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F COML Council Packet 3-26-24, Page 78 of 186 Community Capital Facilities Routing List Name & Title Signature Date Erin Lalonde Budget Analyst Review & Approval Addeline Craig Managing Director Review & Approval Tony Hanson Deputy Director Final Review & Approval DocuSign Envelope ID: 81133403-EB65-4998-AEC2-3A8E769D3D7F 3/19/2024 | 8:54 AM PDT COML Council Packet 3-26-24, Page 79 of 186 Certificate Of Completion Envelope Id: 81133403EB654998AEC23A8E769D3D7F Status: Sent Subject: Please DocuSign: 19-21 Contract-CMS Merge.docx, LDR APPROVAL CAPITAL PROGRAMS.pdf Division: Local Government Program: LGD - CCF ContractNumber: 24-96647-149 DocumentType: Contract Source Envelope: Document Pages: 30 Signatures: 1 Envelope Originator: Certificate Pages: 5 Initials: 0 Mark Porter AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 1011 Plum Street SE MS 42525 Olympia, WA 98504-2525 mark.porter@commerce.wa.gov IP Address: 147.55.149.150 Record Tracking Status: Original 3/19/2024 8:21:32 AM Holder: Mark Porter mark.porter@commerce.wa.gov Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: Washington State Department of Commerce Location: DocuSign Signer Events Signature Timestamp Erin LaLonde erin.lalonde@commerce.wa.gov Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.239.106.247 Sent: 3/19/2024 8:47:52 AM Viewed: 3/19/2024 8:52:46 AM Signed: 3/19/2024 8:54:02 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Kevin Fuhr kfuhr@cityofml.com Police Chief Security Level: Email, Account Authentication (None) Sent: 3/19/2024 8:54:04 AM Viewed: 3/19/2024 9:44:08 AM Electronic Record and Signature Disclosure: Accepted: 3/19/2024 9:44:08 AM ID: 449eb7ea-7584-47f4-9341-dbf4eff9379f Addeline Craig addeline.craig@commerce.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Tony Hanson tony.hanson@commerce.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign COML Council Packet 3-26-24, Page 80 of 186 Signer Events Signature Timestamp Mark Barkley mark.barkley@commerce.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Mark Porter mark.porter@commerce.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Mark Porter mark.porter@commerce.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Leigh Ramsey lramsey@cityofml.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/19/2024 8:47:52 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure COML Council Packet 3-26-24, Page 81 of 186 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Washington State Department of Commerce (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 8/11/2020 4:44:12 PM Parties agreed to: Kevin Fuhr COML Council Packet 3-26-24, Page 82 of 186 Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. 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COML Council Packet 3-26-24, Page 84 of 186 Council Staff Report To:Agenda Item Number: From Department For Agenda of:Proceeding Type Subject Reviewed and Approved by: Expenditure Required:Amount Budgeted:Appropriation Required: Action Requested Packet Attachments (if any) Overview Kevin Fuhr, City Manager 14953 Brian Baltzell, Director Public Works 3/26/2024 Consent Agenda Division Lift Station Services During Construction (GC2023-093) City Manager City Attorney Community Development Finance Fire Human Resources Parks, Rec, & Cultural Services Police Public Works Technology Services 41,854.00$41,854.00$0.00$ Staff recommends that City Council motion to approve the Electrical Engineering Services Task Authorization 17 Amendment No. 1. Contract_Amnd No. 1_TA 17_ Division LS SDC_Signed by RH2(PRC)_20240307.pdf 291.16KB On March 5, 2019, the city of Moses Lake approved an Electrical Engineering Services agreement with the engineering consultant firm RH2. The agreement makes RH2's professional electrical engineering services available to the city for various projects. The city has granted specific task authorizations with unique scopes of work as part of this agreement. Task authorizations that are still ongoing include: Peninsula Lift Station Electrical Design Domestic Water SCADA On-Call Services Domestic Wastewater SCADA On-Call Services The amendment currently under consideration is a follow up to the Division Lift Station design services which recently concluded and will include electrical engineering services for the construction phase of the Division Lift Station project. These services include items like on-call construction observation, review of project component submittals, RFI responses, project startup support, electrical and control punch list support, software development, training for city staff, as well as some other related services noted in the detailed scope of work. COML Council Packet 3-26-24, Page 85 of 186 Fiscal and Policy Implications Approve, Authorize, or Adopt: Provide Amended Direction: No Action Taken: This contract amendment defines a scope of work for our electrical engineer consultant for the Division Lift Station Project. The funds required are included in the total project budget that has already been approved by city council. Options and Results Staff will execute the contract amendment with the electrical engineering consultant. Staff will develop options to accommodate the recommended changes. Staff will await further instructions. COML Council Packet 3-26-24, Page 86 of 186 1 3/6/20244:18:59 PM J:\DATA\MLK\219-034\00 CONTRACT\TA 17\AMND 1\AMND NO. 1_AGMT_TA17 DIVISON LS SDC.DOCX City of Moses Lake Task Authorization No. 17 –Amendment No.1 On-Call Electrical Engineering Services Division Lift Station –Services During Construction RH2 Project No.MLK 219.034.17 In accordance with our Agreement for Professional Services for On-Call Electrical Engineering Services, dated March 5, 2019,and Task Authorization No. 17 for Division Lift Station, dated August 10, 2023, this is an authorization to revise the project parameters to includes services during construction as described below.The work will be performed and invoiced using the terms and conditions listed in the original agreement,plus previous amendments. Task 2 –Services During Construction Objective:Provide engineering services assistance during the construction phase of the project. Approach: 2.1 Attend the project pre-construction meeting with the project design team and the project contractor(s). 2.2 Provide electrical on-call construction observation and remote assistance via telephone and email, as requested, during construction of the upgrades by the contractor.The Fee Estimate assumes that RH2 Engineering, Inc., (RH2)will supplement the City’s observation with four (4) half-day site visits and twenty (20) hours of remote assistance during construction. 2.3 Review project component submittals and shop drawings identified in the specifications for delivery to RH2 by the contractor(s). Review material for exceptions or changes based on the project design criteria. 2.4 Respond to up to four (4) requests for information (RFIs) from the contractor. 2.5 Attend the project startup and final walkthrough. Prepare an electrical and control punchlist for the contractor in Word format.RH2’s electrical punchlist will be combined with the City’s final punchlist. 2.6 Prepare as-constructed electrical and control plans based on field installation.RH2 will obtain marked up drawings from the contractor and City based on observed changes to the design. 2.7 Provide control software development services for new operator interface (OI) and programmable logic controller (PLC) equipment. Provide support during factory testing, field testing, startup, and commissioning. Prepare documentation material of the control system for current and future operation and maintenance (O&M) of the system. Provide up to eight (8) hours of training for City staff. 2.8 Maintain project files and perform regular client communication and monthly billing. Assumptions: The City will perform the day-to-day construction contract administration. The City will prepare and review all contractor pay requests. Original Page 1 of 4 Pages COML Council Packet 3-26-24, Page 87 of 186 City of Moses Lake Amendment No. 1 On-Call Electrical Engineering Services –Division Lift Station SDC Task Authorization No. 17 2 3/6/20244:18:59 PM J:\DATA\MLK\219-034\00 CONTRACT\TA 17\AMND 1\AMND NO. 1_AGMT_TA17 DIVISON LS SDC.DOCX The City will coordinate with the contractor for all O&M documentation. RH2 is not responsible for site safety, for providing means and method, or for directing the contractor in their work. Documents will be delivered to the project team members in electronic format (PDF)via a secure communications website. Task 2 services will be performed up to the amount included in the attached Fee Estimate. Additional effort, if needed, will be mutually determined by the City and RH2. RH2 Deliverables: Attendance at the pre-construction meeting. Four (4) half-day site visits and twenty (20) hours of remote on-call assistance. Submittal review responses. Responses to RFIs. Attendance at startup and final walkthrough. Final electrical and control punchlist items in Word format. As-constructed electrical and control plans. PLC and OI O&M documentation. Digital copies of PLC, OI, and supervisory control and data acquisition programs. Up to eight (8) hours of PLC and OI training for City staff. Project Schedule Construction is anticipated to start in March 2024. Subconsultants None. Original Page 2 of 4 Pages COML Council Packet 3-26-24, Page 88 of 186 City of Moses Lake Amendment No. 1 On-Call Electrical Engineering Services –Division Lift Station SDC Task Authorization No. 17 3 3/6/20244:18:59 PM J:\DATA\MLK\219-034\00 CONTRACT\TA 17\AMND 1\AMND NO. 1_AGMT_TA17 DIVISON LS SDC.DOCX Fee for Services The engineering fee authorization for Task Authorization No.17 will increase by $41,854 for a total authorization amount of $71,819. Reference attached Exhibit A –Fee Estimate. Please sign this authorization in the space provided below and return to RH2 Engineering,Inc.,by mail at the address below,or by email to canderson@rh2.com. RH2 Engineering, Inc. 300 Simon Street SE, Suite 5 East Wenatchee, WA 98802 City of Moses Lake P.O. Box 1579 Moses Lake, WA 98837 Signature Date Signature Date Print Name/Title Print Name/Title Original Page 3 of 4 Pages 3/7/2024 Paul R. Cross, Executive Vice President COML Council Packet 3-26-24, Page 89 of 186 EXHIBIT B Fee Estimate Amendment No. 1 to Task Authorization No. 17 City of Moses Lake On-Call Electrical Engineering Services Division Lift Station Services During Construction Mar-24 Description Total Hours Total Labor Total Expense Total Cost Task 2 Services During Construction 185 39,326$ 2,528$ 41,854$ PROJECT TOTAL 185 39,326$ 2,528$ 41,854$ J:\data\MLK\219-034\00 Contract\TA 17\Amnd 1\Amnd No. 1_FEE_TA 17_ Division LS SDC.xlsm 3/6/2024 4:18 PM Original Page 4 of 4 Pages COML Council Packet 3-26-24, Page 90 of 186 Council Staff Report To:Agenda Item Number: From Department For Agenda of:Proceeding Type Subject Reviewed and Approved by: Expenditure Required:Amount Budgeted:Appropriation Required: Action Requested Packet Attachments (if any) Overview Fiscal and Policy Implications Approve, Authorize, or Adopt: Provide Amended Direction: Kevin Fuhr, City Manager 15040 Brian Baltzell, Director Public Works 3/26/2024 Consent Agenda Well 20 Declaration of Covenant (GC2023-093) City Manager City Attorney Community Development Finance Fire Human Resources Parks, Rec, & Cultural Services Police Public Works Technology Services 304.50$304.50$0.00$ Staff recommends that City Council motion to approve the Well 20 Sanitary Control Area Declaration of Covenant. 2024.03.20 Wellhead Covenant.pdf 166.44KB City staff have been working with the Washington State Department of Health to complete all necessary steps to gain approval for the city to operate Well 20 as a new source of supply of potable water. One of the steps needed is for the city to file a sanitary control area declaration of covenant with the County. The sanitary control area is a circular area centered on the well head with a 100-foot radius. The covenant will help to protect the Well 20 Sanitary Control Area, and therefore the City's water supply, from unwanted sources of contamination. The cost to file the declaration of covenant with the county is estimated to be $304.50. Options and Results City staff will sign and notarize the attached Well 20 declaration of covenant and proceed to file the covenant with Grant County. Staff will develop options for the recommended changes. COML Council Packet 3-26-24, Page 91 of 186 No Action Taken: Staff will await further instructions. COML Council Packet 3-26-24, Page 92 of 186 When recorded return to: Moses Lake Public Works Department P.O. Box 1579 Moses Lake, WA 99837 DECLARATION OF COVENANT The City of Moses Lake, owner in fee simple of the land described herein, hereby declares this covenant and places same on record. The City of Moses Lake, the grantor herein, is the owner in fee simple of the following described real estate situated in Grant County, State of Washington, to wit: Lot 1 of the Moses Lake Police Firing Range Major Plat, book 24 of Major Plat, pages 79 and 80, in a portion of the southwest quarter of the southeast quarter of section 22 and the northwest quarter of the northeast quarter of section 27, Township 20 North, Range 28 East. Records of Grant County, Washington. Grant County Parcel Number 120682301. On which the grantor owns and operates a well and waterworks supplying water for public use located on said real estate, at: The northwest corner of said plat, thence N892748E, 101.63 feet, thence S00°32’12”E, 107.83 feet to said radius point as described and shown on Attachment “A”. And the grantor is required to keep the water supplied from said well free from impurities which might be injurious to the public health. It is the purpose of these grants and covenants to prevent certain practices hereinafter enumerated in the use of said grantor’s water supply. NOW, THEREFORE, the grantor agrees and covenants that said grantor, its heirs, successors, and assigns will not construct, maintain, or suffer to be constructed or maintained upon the said land of the grantor and within One Hundred (100) feet of the well herein described, so long as the same is operated to furnish water for public consumption, any potential source of contamination such as septic tanks and drain fields, sewer lines, underground storage tanks, roads, railroad tracks, vehicles, structures, barns, feed stations, grazing animals, enclosures for maintaining fowl or animal manure, liquid or dry chemical storage, herbicides, insecticides, hazardous waste, or garbage of any kind or description. These covenants shall run with the land and shall be binding to all parties having or acquiring any right, title, or interest in the land described herein or any part thereof and shall inure to the benefit of each owner thereof. COML Council Packet 3-26-24, Page 93 of 186 Signed and Dated this _____ day of March, 2024. GRANTOR: _________________________________ Kevin Fuhr, City Manager STATE OF WASHINGTON ) COUNTY OF GRANT ) I certify that I know or have satisfactory evidence that Kevin Fuhr is the person who appeared before me and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as City Manager of the City of Moses Lake, and acknowledged it to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. DATED: March ______, 2024. _______________________________________ _______________________________________ Notary Type or Print Name Notary Public for State of Washington, residing at:_____________________________________ My commission expires:___________________ COML Council Packet 3-26-24, Page 94 of 186 COML Council Packet 3-26-24, Page 95 of 186 Council Staff Report To:Agenda Item Number: From Department For Agenda of:Proceeding Type Subject Reviewed and Approved by: Expenditure Required:Amount Budgeted:Appropriation Required: Action Requested Packet Attachments (if any) Overview Fiscal and Policy Implications Approve, Authorize, or Adopt: Provide Amended Direction: No Action Taken: Kevin Fuhr, City Manager 15057 Brian Baltzell, Director Public Works 3/26/2024 Consent Agenda Verizon Lease - Mini Cell on Wheels (COW) City Manager City Attorney Community Development Finance Fire Human Resources Parks, Rec, & Cultural Services Police Public Works Technology Services 0.00$0.00$0.00$ Staff recommends City Council motion to accept the lease as written. MINICOW GRANT AIRPORT - COW (Incl LEs) - Executable - 3-19- 2024.pdf 1.78MB MINICOW GRANT AIRPORT - MOL - Executable - 3-19-2024.pdf 192.15KB This is a five (5) year lease contract with Verizon for approximately 600 sq ft. of property along Randolph Road. Verizon intends to fence the section of property and install a cell-on-wheels (mobile cell tower). The contract has an extension option of an additional five (5) years. This contract would generate $6,000 in its first year and increase by 2% each year thereafter. Options and Results Staff will execute the lease. Staff will bring back options for recommended changes. Staff will await further direction and follow up. COML Council Packet 3-26-24, Page 96 of 186 VZW Site Name: MINICOW GRANT AIRPORT MDG: 5000946715 SITE LEASE AGREEMENT (01/2024) MINICOW GRANT AIRPORT 4872-1177-6429, v. 1 SITE LEASE AGREEMENT This Site Lease Agreement (“Lease”) is made between the City of Moses Lake, a Washington municipal corporation (“City”), and Cellco Partnership d/b/a Verizon Wireless having a mailing address at One Verizon Way, Mail Stop 4AW100, Basking Ridge, New Jersey 07920 (“Tenant”). The City and Tenant are located and do business at the below addresses which shall be valid for any notice required under this Agreement: TENANT: Cell Site Name: MINI COW GRANT AIRPORT (WA) Cellco Partnership d/b/a Verizon Wireless 180 Washington Valley Road, New Jersey 07921 Attention: Network Real Estate With a copy sent to: Basking Ridge Mail Hub One Verizon Way Basking Ridge, New Jersey 07920 Attention: Legal Intake CITY OF MOSES LAKE: City Manager Office 401 S. Balsam Street PO Box 1579 Moses Lake, WA 98837 (509) 764-3702 (telephone) kfuhr@cityofml.com City is the owner in fee simple of a parcel of land located in the City legally described on the attached Exhibit A (the “Premises”). Tenant desires to lease space on and air space above the Premises as described below for the installation and operation of certain equipment which includes requisite antennas, connecting cables, and appurtenances (collectively, “Equipment”) for use in connection with its wireless telephone communications service (“Service”). In consideration of their mutual covenants, the parties agree as follows: 1. Leased Premises. City leases to Tenant and Tenant leases from City, on a non-exclusive basis, a portion of the Premises (approximately 600 square feet of ground space at 8313 NE Randolph Road) as legally described on Parcel No. 120682301 in attached Exhibit A, together with necessary space and rights for access and utilities, described and depicted in attached Exhibit B. Tenant may locate its Equipment on the Premises in the manner as described specifically in the attached Exhibit C. Tenant may not add Equipment in addition to that shown on Exhibit C other than as may be approved in writing by the City or as described in Provision 7 of the Agreement, which approval may be withheld in the City’s reasonable discretion. COML Council Packet 3-26-24, Page 97 of 186 SITE LEASE AGREEMENT (01/2024) PAGE 2 OF 19 MINICOW GRANT AIRPORT 4872-1177-6429, v. 1 2. Term. This Lease shall be five (5) years and shall commence on May 1, 2024 (the “Commencement Date”) and shall end at 12:00 a.m. (midnight) on the fifth (5th) anniversary of the Commencement Date. This Lease shall be automatically extended for one (1) additional five (5) year term upon giving written notice to the City no more than six (6) months before and no later than three (3) months before the end of the current five (5) year term. The City may refuse to renew (i) in the event of breach of the Lease during the preceding term, or (ii) for any other reason determined by the City in its reasonable discretion. Any such refusal shall be in writing and shall be sent to Tenant at least sixty (60) days prior to expiration of the then current five (5) year term. 3. Rent. a. Starting on the Commencement Date and on the first day of each month thereafter, Tenant shall pay to City as Five Hundred and 00/100 Dollar ($500.00) (“Rent”) per month. Rent for any fractional month at the beginning or at the end of the Term or Renewal Term, if any, shall be prorated. Rent shall be payable to the City at 401 S. Balsam Street, PO Box 1579, Moses Lake, Washington 98837; Attention: Finance Department. The initial rent payment hall be delivered by Tenant no later than 90 days after the Commencement Date. Tenant shall pay the City a late payment charge equal to five percent (5%) of the amount due for any payment not paid when due. Any amounts not paid when due shall also bear interest until paid at the lesser of the rate of two percent (2%) per month or the highest rate permitted by law. b. The Rent shall be increased by two percent (2%) per year throughout the Term of this Lease and Renewal Terms (if any). Each 2% increase shall become effective January 1st of each calendar year. c. Within sixty (60) days of executing this Lease, Tenant shall submit to the City a supplement to the Security Deposit for this site in the amount of Five Hundred and 00/100 Dollars ($500.00) equal to one month’s Rent. The Security Deposit shall be refunded at the termination of this Lease if Tenant is not in default of the Lease. In the event Tenant fails to pay Rent or other charges when due, cure periods considered, the City shall deduct such amount from the Security Deposit, and Tenant agrees to immediately refund to the City any such deduction from the Security Deposit. The Security Deposit shall be held by the City without liability for interest. 4. Permitted Use of Premises. a. Tenant shall use that portion of the Premises leased herein for the installation, operation, and maintenance of its Equipment to provide Service. The Equipment and Premises may not be used for cable television services. Upon installation of Equipment, Tenant shall replace any lamps within City-owned light fixtures that have been removed or broken by Tenant’s installation of Equipment. COML Council Packet 3-26-24, Page 98 of 186 SITE LEASE AGREEMENT (01/2024) PAGE 3 OF 19 MINICOW GRANT AIRPORT 4872-1177-6429, v. 1 b. Tenant shall, at its expense, comply with all applicable present and future federal, state, and local laws, ordinances, rules, and regulations in connection with the provision of Service and the use, operation, maintenance, construction, and/or installation of Equipment on the Premises. Tenant shall obtain all required governmental approvals, authorizations, licenses, and permits at Tenant’s expense. City agrees to reasonably cooperate with Tenant in obtaining, at Tenant’s expense, reimbursement of City’s reasonable attorney, administrative, and other related fees, licenses, and permits required by Tenant’s use of the Premises. Said cooperation shall in no way infer any special consideration or deviation from the land use and building construction permit approval process of the City that is applicable to the intended use of the Premises by Tenant. c. Tenant shall remove the Equipment from the Premises upon termination of the Lease. Upon removal of the Equipment, Tenant shall restore the Premises to its original condition, excepting normal wear and tear, and to the reasonable satisfaction of the City. All costs and expenses for the removal and restoration to be performed by Tenant shall be borne by Tenant. If, however, Tenant requests permission not to remove all or a portion of the improvements, and City consents to such non-removal, title to the affected improvements shall thereupon transfer to City and the same thereafter shall be the sole and entire property of City, and Tenant shall be relieved of its duty to otherwise remove same. d. The City reserves the right to use the property for such purposes as it shall desire including, but not limited to, constructing or installing structures and facilities on the property, or developing, improving, repairing, or altering the property. In furtherance of such rights, the Tenant will, upon the City’s demand and at the Tenant’s sole cost and expense, remove, repair, or relocate, the Equipment pursuant to the City’s request and within the reasonable time period prescribed by the City. 5. Relocation. In the event City desires to redevelop, modify, remodel, or in any way alter the Property and/or any improvements located thereon (“Redevelopment”), City shall in good faith use its best efforts to fully accommodate Tenant’s continuing use of the Premises. Should any proposed Redevelopment necessitate the relocation of the Tenant’s Equipment, Tenant and City shall use best efforts to find a mutually acceptable alternate location for the Tenant’s Equipment. Tenant shall relocate or make the necessary alterations, at Tenant’s sole cost, expense, and risk; provided, however, that City has provided Tenant with no less than ninety (90) days prior written notice of City’s proposed Redevelopment. In the event that Tenant and City cannot agree on an alternate location for Tenant’s Equipment on the Property using best efforts, either party may terminate this Lease, the effective termination date being ninety (90) days after Tenant’s receipt of City’s notice of the proposed Redevelopment. If the parties agree on an acceptable alternate location for Tenant’s Equipment, Tenant and City agree to use their best efforts to amend this Lease to COML Council Packet 3-26-24, Page 99 of 186 SITE LEASE AGREEMENT (01/2024) PAGE 4 OF 19 MINICOW GRANT AIRPORT 4872-1177-6429, v. 1 document the new, alternate Equipment location, and from and after the date Tenant begins installation of its Equipment at such new location, such new location shall be deemed the Premises (or part thereof, as applicable) herein. 6. Restoration. In the event that Tenant causes damage of any kind during the course of installing, operating, or maintaining the Equipment, including damage to the premises caused by cutting, boring, jack hammering, excavation, or other work, and including latent damage not immediately apparent at the time of the work, Tenant shall repair the damage and/or restore the right-of-way at its sole cost and expense, without delay or interruption and within the reasonable time period prescribed by the City. Restoration of the premises shall be to a condition, which is equivalent to or better than the condition of the premises prior to commencing the installation, operation, or maintenance of the Equipment and to a condition satisfactory to the City. Restoration of the right-of-way surface shall either include six inches (6”) of crushed surfacing top course and three inches (3”) of asphalt, class “AB”, or be replaced to the original condition, at the City’s sole discretion. Whenever part of a square or slab or existing concrete sidewalk or driveway is cut or damaged, the entire square or slab shall be removed and replaced. All materials and compacting shall be in accordance with the “Standards and Specifications for Road, Bridge, and Municipal Construction,” as amended. 7. Improvements. Tenant may update or replace the Equipment from time to time without further approvals provided that the replacement facilities are not greater in number or size or different in type, shape, color, or height than the existing facilities and that any change in their location on the Premises is approved in writing by City. Subject to the foregoing, Tenant may change the Equipment configuration specified in attached Exhibit C with the prior written approval of City. Tenant shall submit to City a written request for any such change and any supplemental materials as may be requested, for City’s evaluation and approval. City shall have thirty (30) days after receipt of all requested materials in which to respond to such request and unless City so notifies Tenant to the contrary such approval shall be deemed granted. Except as may be required by FAA or FCC requirements, no lights or signs may be installed on the Premises or as part of the Equipment. Tenant further agrees to monitor the Equipment for fire, smoke, intrusion, and A/C power failure by Tenant’s 24-hour electronic surveillance system. In connection therewith, Tenant has the right to do all work necessary to prepare and maintain the Premises for Tenant’s business operations and to install transmission lines connecting the antennas to the transmitters and receivers, after reasonable notice to the City. All of Tenant’s construction and installation work shall be performed at Tenant’s sole cost and expense and in a good and workmanlike manner, in the reasonable determination of the City. Tenant shall also submit a construction schedule to the City for the City’s approval, which approval shall not be unreasonably delayed or withheld. COML Council Packet 3-26-24, Page 100 of 186 SITE LEASE AGREEMENT (01/2024) PAGE 5 OF 19 MINICOW GRANT AIRPORT 4872-1177-6429, v. 1 8. Premises Access. Tenant shall have reasonable access to the Premises 24-hours-a-day, 7- days-a-week. City retains and reserves the right to access the Premises at all times, but any access to Tenant’s Equipment will be with Tenant accompaniment. 9. Utilities. Tenant shall, at its expense, separately meter charges for the consumption of electricity and other utilities associated with its use of the Premises and shall timely pay all costs associated therewith. · 10. Maintenance. Tenant shall, at its own expense maintain the Premises and Equipment on or attached to the Premises in a safe condition, in good repair and in a manner suitable to City. Additionally, Tenant shall keep the Premises free of debris, graffiti, and anything of a dangerous, noxious, or offensive nature or which would create a hazard or undue vibration, heat, noise, or any interference with City services. Tenant shall have sole responsibility for the maintenance, repair, and security of its Equipment and leasehold improvements, and shall keep the same in good repair and condition during the Lease term. 11. Compliance with Laws. Tenant’s use of the Premises is subject to its obtaining all certificates, permits, zoning, and other approvals that may be required by any federal, state, or local authority. Tenant shall erect, maintain, and operate its Equipment in accordance with applicable site standards, statutes, ordinances, rules, and regulations now or hereinafter in effect as may be issued by the Federal Communications Commission, the City, or any other federal, state, or other governing bodies. Tenant specifically waives any right to claim that any aspect of this Lease is contrary to any provision of any local, state, or federal law (including the Telecommunications Act of 1996) in effect as of the date of this Agreement. In addition, Tenant specifically acknowledges that all or a portion of the premises is right-of-way subject to City’s regulatory authority. Nothing herein shall be deemed to limit, impair, or affect City’s authority to franchise or otherwise permit usage of rights-of-way pursuant to its regulatory authority. 12. Lease Subject to Future Ordinances. Tenant acknowledges that the City may develop rules, regulations, ordinances, and specifications for the use of the right-of-way and City property which shall govern Tenant’s Equipment and activities hereunder as if they were in effect at the time this Lease was executed by the City and Tenant covenants and agrees to be bound by same. 13. Interference. Tenant shall not use the Premises in any way, which interferes with the use of the Premises by City, lessees, licensees, or other entities authorized by the City with rights to the Premises prior in time to Tenant’s and in compliance with the requirements of Chapter 18.78 MLMC as it now exists or is hereafter amended. City shall have the right pursuant to Chapter 18.78 MLMC to grant rights for co-location of other telecommunications facilities on the Premises. Tenant agrees that it will not interfere with the City’s equipment or with the equipment of the City’s existing tenants; provided, COML Council Packet 3-26-24, Page 101 of 186 SITE LEASE AGREEMENT (01/2024) PAGE 6 OF 19 MINICOW GRANT AIRPORT 4872-1177-6429, v. 1 however, the City agrees that any future lease or license agreements for use of space on the Property for wireless communications purposes shall contain substantially the same requirements regarding non-interference to any existing tenant’s equipment installed at the Property as set forth herein. In addition, with regard to lessees or licensees whose operations commence after installation of the Equipment hereunder, Tenant shall not make any change in its operations that causes or is intended to cause material interference with such lessees or licensees. All operations by Tenant shall be in compliance with all FCC requirements. 14. Termination. a. Except as otherwise provided herein, this Lease may be terminated, without penalty to City or further liability of City, as follows: i. Upon thirty (30) days written notice by either party for failure to cure a default or breach, including non-payment of amounts due under this Lease, within that thirty (30) day period; or such longer period as may be required to diligently complete a cure commenced within the thirty (30) day period; ii. Upon ninety (90) days written notice by Tenant that the Premises are or become unusable under Tenant’s design or engineering specifications for its Equipment or the communications system to which the Equipment belongs; iii. Upon thirty (30) days written notice by City if Tenant abandons, vacates or ceases using the Premises or Equipment; or if Tenant becomes the subject of a bankruptcy proceeding and the bankruptcy proceeding is not vacated within 120 days; iv. Upon thirty (30) days’ notice written notice by City, for any reason as determined by the City in its reasonable discretion, including reasons involving public health, safety, or welfare; v. Upon 10 days’ written notice by City, in the event of an emergency, as determined by the City in its reasonable discretion. vi. Upon thirty (30) days written notice by City if Tenant fails to comply with all applicable federal, state, and local laws, including, without limitation, all governmental codes, ordinances, resolutions, standards, and polices as now existing or hereafter adopted or amended, including, without limitation, all requirements of the FCC and the Federal Aviation Administration (FAA). vii. Upon thirty (30) days written notice by Tenant of a court decision described in Section 25(f) of this Lease below, and Tenant elects to terminate this Lease as a consequence of such court decision. COML Council Packet 3-26-24, Page 102 of 186 SITE LEASE AGREEMENT (01/2024) PAGE 7 OF 19 MINICOW GRANT AIRPORT 4872-1177-6429, v. 1 b. In the event of any termination under this Section, Tenant shall pay City all monies due as Rent up to the time of termination and/or penalties, including attorney and collection fees, and any other damages incurred by City as a result of such termination. In addition Tenant shall, at its sole expense, return the Premises to the same condition as prior to this Lease (normal wear and tear excepted), and shall remove all Equipment. c. No re-entry and taking of possession of the Premises by City shall be construed as an election on City’s part to terminate this Lease, regardless of the extent of renovations and alterations by City, unless a written notice of such intention is given to Tenant by City. Notwithstanding any reletting without termination, City may at any time thereafter elect to terminate this Lease for such previous breach. 15. Indemnity and Insurance. a. Disclaimer of Liability: City shall not, at any time, be liable for injury or damage occurring to any person or property from any cause whatsoever arising out of Tenant’s construction, installation, maintenance, repair, use, operation, condition, or dismantling of the Premises or Tenant’s Equipment and Tenant expressly assumes all such risk except from claims arising from the sole negligence of willful act of City and its officers, boards, commissions, employees, agents, attorneys, and contractors. b. Indemnification and Hold Harmless: Tenant shall, at its sole cost and expense, indemnify and hold harmless City and its officers, boards, commissions, employees, agents, attorneys, and contractors from and against any and all liability, damages, and claims, (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be asserted by reason of any willful act or omission of Tenant, its employees, agents, or contractors or which may be in any way connected with the construction, installation, operation, maintenance, repair, use, condition, or dismantling of the Premises or Tenant’s Equipment except for claims arising from the sole negligence or willful act of City and its officers, boards, commissions, employees, agents, attorneys, and contractors. c. Insurance: During the term of this Lease, Tenant shall maintain in full force and effect and at its sole cost and expense including the City, its officers, boards, commissions, and employees as additional insureds as their interest may appear under this Agreement, the following types and limits of insurance: i. Commercial general liability insurance with limits of Two Million Dollars ($2,000,000) per occurrence and Five Million Dollars ($5,000,000) in the annual aggregate. ii. Commercial automobile liability insurance with combined single limits of Two Million Dollars ($2,000,000) each accident for bodily injury and property damage. COML Council Packet 3-26-24, Page 103 of 186 SITE LEASE AGREEMENT (01/2024) PAGE 8 OF 19 MINICOW GRANT AIRPORT 4872-1177-6429, v. 1 iii. Worker’s compensation insurance and such other insurance in compliance with the statutory requirements of the state(s) of operation and Employer’s Liability with limits of $1,000,000 each accident/disease/policy limit. d. Evidence of Insurance: Certificates of insurance for each insurance policy required by this Lease, shall be filed and maintained with City upon the commencement of the term of this Lease and thereafter. e. Cancellation of Policies of Insurance: Upon receipt of notice from its insurer(s) Tenant shall provide the City with thirty (30) days’ prior written notice of cancellation of any required coverage. f. License: All insurance policies shall be with insurers licensed, authorized, or permitted to do business in the State of Washington and with a rating of A-IV unless waived by the City. g. Defense of City: In the event any action or proceeding shall be brought against the City resulting from Tenant’s operations hereunder, Tenant shall, at Tenant’s sole cost and expense, defend the same provided. Nothing herein shall be deemed to prevent City from cooperating with Tenant and participating in the defense of any litigation with City’s own counsel. Tenant shall pay all expenses incurred by the City in response to any such actions, suits, or proceedings. These expenses shall include all out-of-pocket expenses including attorney fees of any services rendered by the City’s attorney, and the actual expenses of City’s expert witnesses, and disbursements and liabilities assumed by City in connection with such suits, actions, or proceedings. 16. Holding Over. Any holding over after the expiration of the term hereof, with the consent of the City, shall be construed to be a tenancy from month to month and shall otherwise be on the terms, covenants, and conditions herein specified. 17. Acceptance of Premises. Tenant accepts the Premises in the condition existing as of the Commencement Date. City makes no representation or warranty with respect to the condition of the Premises and City shall not be liable for any latent or patent defect in the Premises. 18. Subleasing or Assignment. Without any approval or consent of the other party, this Lease may be sold, assigned, or transferred by either Party to (i) any entity in which the Party directly or indirectly holds an equity or similar interest; (ii) any entity which directly or indirectly holds an equity or similar interest in the Party; or (iii) any entity directly or indirectly under common control with the Party. In the event the Lease is sold, reassigned, COML Council Packet 3-26-24, Page 104 of 186 SITE LEASE AGREEMENT (01/2024) PAGE 9 OF 19 MINICOW GRANT AIRPORT 4872-1177-6429, v. 1 or transferred pursuant to this section the City shall be notified in writing of the new Lease holder within thirty (30) days and shall be provided with updated contact information. 19. Successors and Assigns. Subject to Section 18, this Lease shall be binding upon and inure to the benefit of the parties, and their respective permitted successors and assigns. 20. Non-Waiver. Failure of City to insist on strict performance of any of the conditions, covenants, terms, or provisions of this Lease or to exercise any of its rights hereunder shall not waive such rights, but City shall have the right to specifically enforce such rights at any time and take such action as might be lawful or authorized, either in law or equity. Damages are not an adequate remedy for breach. The receipt of any sum paid by Tenant to City after a breach of this Lease shall not be deemed a waiver of such breach unless expressly set forth in writing by the City. 21. Taxes. If the City is required by law to collect any federal, state, or local tax, fee, or other governmental imposition (each, a “Tax”) from Tenant with respect to the transactions contemplated by this Agreement, then the City shall bill such Tax to Tenant in the manner and for the amount required by law, Tenant shall promptly pay such billed amount of Tax to the City, and the City shall remit such Tax to the appropriate tax authorities as required by law; provided, however, that the City shall not bill to or otherwise attempt to collect from Tenant any Tax with respect to which Tenant has provided the City with an exemption certificate or other reasonable basis for relieving the City of its responsibility to collect such tax from Tenant. Except as provided in this Section 21, the City shall bear the costs of all Taxes that are assessed against or are otherwise the legal responsibility of the City with respect to itself, its property, and the transactions contemplated by this Agreement. Tenant shall be responsible for all Taxes that are assessed against or are otherwise the legal responsibility of Tenant with respect to itself, its property, and the transactions contemplated by this Agreement. 22. Quiet Enjoyment, Title, and Authority. City covenants and agrees with Tenant that upon Tenant paying the Rent and observing and performing all the terms, covenants, and conditions on Tenant’s part to be observed and performed, Tenant may peacefully and quietly enjoy the Premises. 23. Condemnation. In the event the Premises are taken in whole or in part by any entity by eminent domain, this Lease shall terminate as of the date title to the Premises vests in the condemning authority. Tenant shall not be entitled to any portion of the award paid for condemnation of the Premises and the City shall receive the full amount of such award. Tenant hereby expressly waives any right or claim to any portion thereof. However, Tenant shall have the right to claim and recover from the condemning authority, other than the City, such other compensation as may be separately awarded or recoverable by Tenant. If COML Council Packet 3-26-24, Page 105 of 186 SITE LEASE AGREEMENT (01/2024) PAGE 10 OF 19 MINICOW GRANT AIRPORT 4872-1177-6429, v. 1 this lease terminates due to condemnation, Tenant shall promptly remove all of its Equipment from the Premises. 24. Alteration, Damage, or Destruction. If the Premises or any portion thereof is altered, destroyed or damaged so as to materially hinder effective use of the Equipment through no fault or negligence of Tenant, Tenant may elect to terminate this Lease upon thirty (30) days’ written notice to City. In such event, Tenant shall promptly remove the Equipment from the Premises and repair any damage Tenant may have caused by such removal and any damage caused by the presence of the Equipment on the Premises. This Lease (and Tenant’s obligation to pay rent) shall terminate upon Tenant’s fulfillment of the obligations set forth in the preceding sentence and its other obligations hereunder, at which termination Tenant shall be entitled to the reimbursement of any Rent prepaid by Tenant. City shall have no obligation to repair any damage to any portion of the Premises. 25. Miscellaneous. a. City and Tenant respectively represent that their signatory is duly authorized and has full right, power, and authority to execute this Lease. b. With the exception of applicable and future laws, ordinances, rules, and regulations this Lease constitutes the entire agreement and understanding of the parties and supersedes all offers, negotiations, and other agreements of any kind. Except as previously set forth, there are no representations or understandings of any kind not set forth herein. Any modification of or amendment to this Lease must be in writing and executed by both parties. c. This Lease shall be construed in accordance with the laws of the State of Washington and venue of any action shall lie in Grant County Superior Court, Washington State. d. Section captions and headings are intended solely to facilitate the reading thereof. Such captions and headings shall not affect the meaning or interpretation of the text herein. e. Tenant shall be responsible for obtaining all necessary approvals, authorizations, and agreements from any party or entity and it is acknowledged and agreed that the City is making no representation, warranty, or covenant whether any of the foregoing approvals, authorizations, or agreements are required or have been obtained by Tenant from any person or entity. f. If any term of this Lease is found to be void or invalid, such invalidity shall not affect the remaining terms of this Lease, which shall continue in full force and effect. In the event that a court of competent jurisdiction determines void or invalid any term of any other Lease, where such term is substantially equivalent to a term of this Lease, the City may, at its sole option and within 30 days of notice thereof by Tenant: (i) determine COML Council Packet 3-26-24, Page 106 of 186 SITE LEASE AGREEMENT (01/2024) PAGE 11 OF 19 MINICOW GRANT AIRPORT 4872-1177-6429, v. 1 that such judicial determination shall not affect the terms of this Lease, which shall continue in full force and effect; (ii) determine that a term of this Lease is invalid, but severable, and that such invalidity shall not affect the remaining terms of this Lease, which shall continue in full force and effect; or (iii) terminate this Lease pursuant to Section 14.vii above. g. This Agreement may be enforced at both law and equity. Damages are not an adequate remedy for breach. 26. Legislative Changes. In the event that any federal, state, or local governmental entity adopts a law, ordinance, or regulation, or amends existing laws, ordinances, or regulations, and the new or amended law, ordinance, or regulation would limit, impair, or affect any of the parties’ rights or obligations under this Agreement, Tenant agrees that (except for changes authorized under Section 12 above) the provisions of this Lease contract shall remain lawful and binding and enforceable on the parties, and Tenant waives any rights to claim otherwise. CITY OF MOSES LAKE: ____________________________________ Kevin Fuhr, City Manager 401 S. Balsam Street Moses Lake, WA 98837 Date: _______________________________ ATTEST: APPROVED AS TO FORM: ____________________________________ ____________________________________ Debbie Burke, City Clerk Katherine Kenison, City Attorney COML Council Packet 3-26-24, Page 107 of 186 SITE LEASE AGREEMENT (01/2024) PAGE 12 OF 19 MINICOW GRANT AIRPORT 4872-1177-6429, v. 1 TENANT: Cellco Partnership d/b/a Verizon Wireless By: ________________________________ Name: ______________________________ Title: _______________________________ Date: _______________________________ COML Council Packet 3-26-24, Page 108 of 186 SITE LEASE AGREEMENT (01/2024) PAGE 13 OF 19 MINICOW GRANT AIRPORT 4872-1177-6429, v. 1 CITY ACKNOWLEDGMENT STATE OF Washington ) ) ss. COUNTY OF Grant ) On this _____ day of _________________, 202__, before me, a Notary Public in and for the State of Washington, personally appeared Kevin Fuhr, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument, on oath stated that He was authorized to execute the instrument, and acknowledged it as City Manager of the City of Moses Lake, a Washington municipal corporation, to be the free and voluntary act and deed of said party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. ______________________________________ NOTARY PUBLIC in and for the State of ____, residing at ______________________________ My appointment expires ___________________ Print Name ______________________________ COML Council Packet 3-26-24, Page 109 of 186 SITE LEASE AGREEMENT (01/2024) PAGE 14 OF 19 MINICOW GRANT AIRPORT 4872-1177-6429, v. 1 TENANT ACKNOWLEDGMENT STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On ____________________________, before me, a Notary Public in and for the State of Washington, personally appeared ________________________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument, on oath stated that He/She was authorized to execute the instrument, and acknowledged it as the _____________________________________ of Cellco Partnership d/b/a Verizon Wireless, to be the free and voluntary act and deed of said party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. ______________________________________ NOTARY PUBLIC in and for the State of WA, residing at ______________________________ My appointment expires ___________________ Print Name ______________________________ COML Council Packet 3-26-24, Page 110 of 186 SITE LEASE AGREEMENT (01/2024) PAGE 15 OF 19 MINICOW GRANT AIRPORT 4872-1177-6429, v. 1 EXHIBIT A Description of City Premises COML Council Packet 3-26-24, Page 111 of 186 SITE LEASE AGREEMENT (01/2024) PAGE 16 OF 19 MINICOW GRANT AIRPORT 4872-1177-6429, v. 1 EXHIBIT B Access and Utilities (See Attached) COML Council Packet 3-26-24, Page 112 of 186 RANDOLPH RD NETYN D A L L R D N E X SITE NAD83/91P D U N C A N S O N Company, Inc. 145 SW 155th Street, Suite 102 Seattle, Washington 98166 Phone 206.244.4141 Fax 206.244.4455 verizon Know what's below. Call before you dig. COML Council Packet 3-26-24, Page 113 of 186 RANDOLPH ROAD NEPPPPGRAVELASPHALT SURFACE SCRUB BRUSH SCRUB BRUSH SCRUB BRUSH SCRUB BRUSH GRAVELP NAD83/91Know what's below. Call before you dig.1 inch = ft. (IN FEET) GRAPHIC SCALE 1 inch = ft. (11x17 SHEET) 10 20 D U N C A N S O N Company, Inc. 145 SW 155th Street, Suite 102 Seattle, Washington 98166 Phone 206.244.4141 Fax 206.244.4455 verizon COML Council Packet 3-26-24, Page 114 of 186 VZW Site Name: MINICOW GRANT AIRPORT MDG: 5000946715 SITE LEASE AGREEMENT (01/2024) MINICOW GRANT AIRPORT 4872-1177-6429, v. 1 EXHIBIT C Tenant’s Equipment (3) Commscope NHH-45B-R2B Panel Antennas at 34.5’ Centerline (18) 7/8” Coax Cables (6) RRUs at Ground Equipment (6) Diplexers at Ground Equipment COML Council Packet 3-26-24, Page 115 of 186 1 MINICOW GRANT AIRPORT (MDG: 5000946715) 4891-4051-8309, v. 1 FILED FOR RECORD AT REQUEST OF AND WHEN RECORDED RETURN TO: Tock & Corl, PLLC Attn: S. Ward 17502 Marine Drive Stanwood, WA 98292 Space above this line is for Recorder’s use. Memorandum of Site Lease Agreement Grantor: City of Moses Lake Grantee: Cellco Partnership d/b/a Verizon Wireless Legal Description: S ½ of Section 22, T20N, R28E, W.M., County of Grant, State of Washington Official legal description as Exhibit “A” Assessor’s Tax Parcel ID#: 120682301 Reference # (if applicable): N/A COML Council Packet 3-26-24, Page 116 of 186 2 MINICOW GRANT AIRPORT (MDG: 5000946715) 4891-4051-8309, v. 1 MEMORANDUM OF SITE LEASE AGREEMENT THIS MEMORANDUM OF SITE LEASE AGREEMENT evidences that a Site Lease Agreement (“Lease”) was entered into as of _________________________, 202__, by and between the City of Moses Lake (“City”) and Cellco Partnership d/b/a Verizon Wireless (“Tenant”), for certain real property located at 8313 NE Randolph Road, Moses Lake, County of Grant, State of Washington, APN 120682301, within the property of the City which is described in Exhibit “A” attached hereto (“Legal Description”), together with a right of access and to install and maintain utilities, for an initial term of five (5) years commencing as provided for in the Lease, which term is subject to Tenant’s rights to extend the term of the Lease as provided in the Lease. [SIGNATURE PAGE FOLLOWS] COML Council Packet 3-26-24, Page 117 of 186 3 MINICOW GRANT AIRPORT (MDG: 5000946715) 4891-4051-8309, v. 1 IN WITNESS WHEREOF, Lessor and Lessee have duly executed this Memorandum of Site Lease Agreement as of the day and year last below written. CITY City of Moses Lake, a Washington municipal corporation By: ATTEST: Name: Kevin Fuhr Title: City Manager Debbie Burke, City Clerk Date: APPROVED AS TO FORM: Katherine Kenison, City Attorney TENANT Cellco Partnership d/b/a Verizon Wireless By: Name: Title: Date: Exhibit “A” – Legal Description COML Council Packet 3-26-24, Page 118 of 186 4 MINICOW GRANT AIRPORT (MDG: 5000946715) 4891-4051-8309, v. 1 CITY ACKNOWLEDGMENT STATE OF Washington ) ) ss. COUNTY OF Grant ) On this _____ day of _________________, 202__, before me, a Notary Public in and for the State of Washington, personally appeared Kevin Fuhr, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument, on oath stated that He was authorized to execute the instrument, and acknowledged it as the City Manager of the City of Moses Lake, a Washington municipal corporation, to be the free and voluntary act and deed of said party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. _________________________________________ NOTARY PUBLIC in and for the State of ______, residing at ________________________________ My appointment expires _____________________ Print Name _______________________________ COML Council Packet 3-26-24, Page 119 of 186 5 MINICOW GRANT AIRPORT (MDG: 5000946715) 4891-4051-8309, v. 1 TENANT ACKNOWLEDGMENT STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On ______________________________, before me, a Notary Public in and for the State of Washington, personally appeared ________________________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument, on oath stated that He/She was authorized to execute the instrument, and acknowledged it as the _____________________________________ of Cellco Partnership d/b/a Verizon Wireless, to be the free and voluntary act and deed of said party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. ______________________________________ NOTARY PUBLIC in and for the State of WA, residing at ______________________________ My appointment expires ___________________ Print Name ______________________________ COML Council Packet 3-26-24, Page 120 of 186 6 MINICOW GRANT AIRPORT (MDG: 5000946715) 4891-4051-8309, v. 1 EXHIBIT “A” LEGAL DESCRIPTION OF PREMISES COML Council Packet 3-26-24, Page 121 of 186 Council Staff Report To:Agenda Item Number: From Department For Agenda of:Proceeding Type Subject Reviewed and Approved by: Expenditure Required:Amount Budgeted:Appropriation Required: Action Requested Packet Attachments (if any) Overview Fiscal and Policy Implications Approve, Authorize, or Adopt: Provide Amended Direction: No Action Taken: Kevin Fuhr, City Manager 14976 Doug Coutts, Director Parks, Recreation, and Cultural Services 3/26/2024 Consent Agenda Mason's Concessionaire Agreement City Manager City Attorney Community Development Finance Fire Human Resources Parks, Rec, & Cultural Services Police Public Works Technology Services 0.00$0.00$0.00$ Approve the proposed concessionaire agreement with Mason's for the Civic Center Cafe space. Mason's Contract 2024-Draft.docx 51.85KB Staff has been working with Mason's Place on putting together an agreement for concessions at the Civic Center in the Cafe space. The terms of the agreement are the standard terms with 15% of gross revenues to the City and the Concessionaire paying the leasehold excise tax. Some minor modifications to the space will be required on the City's part but should be more than covered by the revenue generated. Staff recommends approval. None Options and Results Staff will have the agreement executed. Staff will bring back options for recommended changes. Staff will review and bring back any other options as requested. COML Council Packet 3-26-24, Page 122 of 186 AGREEMENT FOR CITY PARK CONCESSION SERVICES This Professional Services Agreement ("Agreement") is dated effective this 29th day of March, 2024. The parties ("Parties") to this Agreement are the City of Moses Lake, a Washington municipal corporation ("City"), and Mason’s Place, LLC, a Washington limited liability corporation. A. The City seeks the professional services of a skilled independent contractor capable of working without direct supervision, to provide food and beverage services to the general public at the Civic Center. B. The Concessionaire has the requisite skill and experience necessary to provide such services. NOW, THEREFORE, the Parties agree as follows: 1. Services. Concessionaire shall provide services as set forth in Exhibit "A" attached hereto and incorporated by this reference, at the Civic Center ("Kitchen") located, in a manner consistent with the accepted practices for other similar services, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the City Manager or his designee. 1.1 Customer Service. Concessionaire and all of its employees, agents, or representatives shall provide the highest quality of customer service and shall treat all customers with courtesy and respect. Concessionaire shall honor all reasonable request for refunds including requests from customers that are dissatisfied with any food, beverage or other product sold by Concessionaire or from customers who have lost money in any vending machine owned by Concessionaire. 1.2 Employee Appearance. All of Concessionaire's employees, agents, representatives or licensees shall have a neat, clean and sanitary personal appearance and those who come in direct contact with the public shall wear clothing or identification, which distinguishes them as employees of Concessionaire. 1.3 Employee Training. Concessionaire shall provide a training program for its employees, agents, or representatives for the development of the skills and techniques necessary to perform its obligations under this Agreement including but not limited to promoting customer service, product and service presentation, cleanliness, and positive attitude. 1.4 Staffing. The Kitchen shall be properly staffed in order to prevent undue delay to the public. Concessionaire shall plan its staffing in advance and anticipate to the best of its ability any events, such as holidays or special events, which may require additional staffing. In the event the City determines in its sole discretion that Concessionaire is not adequately staffing the Kitchen, it may notify Concessionaire of that fact and Concessionaire shall endeavor to immediately increase its staffing to meet the City's recommendation. COML Council Packet 3-26-24, Page 123 of 186 Concessionaire understands that the services authorized under this Agreement may involve concessionaire's personnel having unsupervised access to children under sixteen years of age, developmentally disabled persons, or vulnerable adults as those terms are defined in RCW 43.43.830. Concessionaire warrants and certifies that none of its personnel who will or may be given such access shall have: a. Been convicted of any offense against children or other persons, as defined in RCW 43.43.830; or b. Been convicted of any crimes related to financial exploitation, where the victim was a vulnerable adult, as defined in RCW 43.43.830; or c. Been adjudicated in any civil action to have committed child abuse, as defined in RCW 43.43.830, or d. Had a disciplinary board final decision rendered against them or has been convicted of criminal charges associated with a disciplinary board final decision, as defined in RCW 43.43.830. Concessionaire shall be responsible for obtaining any necessary background checks of personnel or volunteers in accordance with applicable provisions of state law, including but not limited to those persons with unsupervised access to children or vulnerable persons (RCW 43.43.830 et seq.) 1.5 Hours and Areas of Operation. The Kitchen shall remain open during the hours of operation set forth in Exhibit "B", unless the City notifies the Concessionaire of other hours of operation, and such hours of operation shall be posted in a conspicuous place on the Kitchen. Concessionaire shall operate only at the locations identified herein, and shall not sell, advertise, display or promote their products beyond these areas. During hours of operation Museum staff may enter and use the Kitchen at any time to access supplies for pre planned programs. On the previously agreed upon dates listed in Exhibit B for programs and for all gallery openings not being catered, Museum staff will have use of the kitchen for their event. For gallery opening events that are to be catered, Concessionaire will have first right of refusal on the provision of catering for the event. Museum staff will notify Concessionaire of any additional events that occur outside of the general operating hours of the Concessionaire that would generate significant traffic, to allow the Concessionaire the opportunity to open. Initial dates are included in Exhibit B. 1.6 Pricing. All pricing of any food, beverage or other product as set forth in Exhibit "C" attached hereto and incorporated by this reference, must be competitive and must be approved in writing by the City. Concessionaire may not change any pricing without the City's prior written consent, which consent may not be unreasonably withheld. Concessionaire shall display a price list of goods sold in full view of the public at all times during the operation. 1.7 Products. All food, beverage or other products offered for sale by Concessionaire to the public shall be approved in writing by the City prior to distribution or sale COML Council Packet 3-26-24, Page 124 of 186 of any such products. Concessionaire shall comply with any reasonable requests made by the City to either add or eliminate certain types of food, beverage or other products. Concessionaire shall comply with the City's existing, exclusive soft drink agreement. Concessionaire shall be contractually obligated to sell exclusive product during all hours of operation. Concessionaire shall not sell any items in glass containers, and any items with shells (i.e.- peanuts, sunflower seeds etc.) nor shall Concessionaire sell, display or distribute tobacco products or alcoholic beverages of any kind. Concessionaire shall not sell, advertise, or distribute any non-food items. 2. Kitchen Equipment, 2.1 Delivery. The City agrees to allow Concessionaire the use of existing Kitchen Equipment, as set forth in Exhibit “D,” located in each concession location. Concessionaire shall be responsible for the maintenance, repair and/or replacement of the Kitchen Equipment at Concessionaire's sole cost and expense. Concessionaire shall comply with all applicable regulations regarding the inspection and maintenance of the commercial hood vents and suppression systems, and all required inspections and cleanings shall be at Concessionaire's sole cost and expense. 2.2 Alterations. Concessionaire shall not make any alterations, additions or improvements to the Kitchen or to the Kitchen Equipment without the City's prior written consent. In the event the City consents to the making of any alterations, additions or improvements to the Kitchen and/or Kitchen Equipment, the same shall be made at Concessionaire's sole cost and expense, and in the event such alterations, additions or improvements are made to a structure, building or other improvement attached to the real property, the same will become a part of the real property and be surrendered to the City upon the termination of this Agreement. The City has no obligation to alter, remodel, improve, repair, decorate or paint the Kitchen. 2.3 Removal of Equipment. In the event the City notifies Concessionaire that it desires the removal of any Kitchen equipment installed by and belonging to Concessionaire, at any time, Concessionaire shall, at its sole cost and expense, remove such Kitchen equipment and repair any damage to the real property caused by such removal within thirty (30) days. 2.4 Maintenance. Concessionaire shall, at its sole cost and expense, maintain the Kitchen and Kitchen Equipment and the surrounding real property in good condition and repair, including, but not limited to, maintaining the Kitchen and the area within a 100' radius from the Kitchen, in a neat, clean and sanitary condition and removing all garbage, trash or other debris on a regular basis pursuant to the City's instructions. Concessionaire shall provide for the regular janitorial cleaning of the Kitchen. Concessionaire shall deposit all trash, garbage and/or debris for the operation in the dumpster located at that site. Upon termination and/or expiration of this Agreement, Concessionaire shall leave the Kitchen and Kitchen Equipment in the same or better condition as existed on the date of commencement of this Agreement. 2.5 Damage to Kitchen. If the Kitchen or any part thereof is damaged by any cause other than the sole negligence of the City, its employees or agents, Concessionaire shall, at COML Council Packet 3-26-24, Page 125 of 186 its sole cost and expense, restore the Kitchen to a condition equivalent to or better than its condition immediately prior to such damage. 2.6 City Reimbursement. In the event Concessionaire fails to remove the Kitchen Equipment pursuant to paragraph 2.3, maintain the Kitchen or Equipment pursuant to paragraph 2.4, or repair the Kitchen pursuant to paragraph 2.5, the City may, but in no event is the City obligated to, remove the Kitchen or perform the maintenance or repair and the Concessionaire shall, upon demand, immediately pay the City the costs and expenses of such removal, maintenance or repair. In the event Concessionaire fails to comply with the terms of this paragraph, the City may confiscate the Kitchen Equipment or any part thereof and sell the same, the proceeds of which sale will be credited against any costs or expenses incurred by the City. The sale of the Kitchen Equipment shall not constitute an election of remedies by the City but will be in addition to any remedies available to the City at law, in equity, by statute or under this Agreement. 2.7 Utilities. Taxes and Expenses. Concessionaire shall pay all costs and expenses associated with the operation of the Kitchen other than utility expenses for water and power, which will be paid by the City. Concessionaire shall pay directly, before delinquency, any and all taxes levied or assessed upon its leasehold improvements, equipment, furniture, fixtures and personal property located on the City's property. 3. Terms. The term of this Agreement shall commence upon the effective date of this Agreement and shall continue until the completion of the Services, but in any event no later than March 29, 2025, ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Concessionaire. 4. Termination. Prior to the expiration of the Term, the City may terminate this Agreement immediately, with or without cause and with a thirty (30) day notice. 5. Compensation. 5.1 Total Compensation. The Concessionaire agrees to pay the City an amount equal to 15% of the Concessionaire's gross monthly revenue plus the applicable Leasehold Excise Tax referenced in section 5.6, excluding state sales tax ("Percentage Payment"). The term "Gross Monthly Revenue" shall mean the total amount charged by Concessionaire, its employees, agents, or licensees, for all goods and merchandise sold or services performed, whether for cash or other consideration or on credit, and regardless of collections, including but not limited to orders taken at the Kitchen but filled elsewhere and orders taken elsewhere but filled at the Kitchen. 5.2 Payment Due Date. Concessionaire shall deliver the Percentage Payment to the City on or before the 10th day of each month for Gross Monthly Revenue received during the preceding month ("Due Date"). COML Council Packet 3-26-24, Page 126 of 186 5.3 Access to Records. Concessionaire shall provide a written statement to the City on the Due Date showing the total Gross Monthly Revenue for the preceding month ("Statement"). Concessionaire will provide the City or the City's agents or representative's reasonable access to the books and records of Concessionaire for the purposes of auditing and inspecting the same to verify the Statement. The records shall include documents from which the original transaction entry was made, including sales slips, cash register tapes, and/or purchase invoices. Concessionaire hereby authorizes the Tax Division of the State of Washington to release to the City, a statement of receipts from sales and services made at this concession as filed during the period of this contract. 5.4 Cash Register. All sales, other than sales from vending machines, shall be recorded by a cash register, which display to the customer the amount of the sale and automatically issue receipts certifying the transaction amount. The cash register shall be equipped with devices which lock in sales totals, transaction records, produce duplicate audit tape, contain counters which cannot be reset and which record the transaction numbers and sales details on such tape. Any errors shall be noted by Concessionaire on the audit tape with an explanation. Cash register readings shall be recorded by Concessionaire at the beginning and the end of each business day. 5.5 Late Fee. Concessionaire acknowledges that late payment to the City of the Percentage Payment will cause the City to incur costs not contemplated by this Agreement, the exact amount of which will be difficult to ascertain. Accordingly, if the Percentage Payment is not received by the City on the Due Date, Concessionaire agrees to pay a late fee equal to Twenty-Five and No/100 Dollars ($25.00). 5.6 Concessionaire Responsible for Taxes. The Concessionaire shall be solely responsible for the payment and reporting of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement; including, but not limited to, sales tax and Leasehold Excise Tax, currently at a rate of 12.84 % of the percentage paid to the City. 6. Compliance with Laws. Concessionaire shall comply with and perform the Services in accordance with all applicable Federal, State, and City laws including, without limitation, all City codes, ordinances, resolutions, standards and policies, as now existing or hereafter adopted or including but not limited to the following: (i) Federal, State and local health, safety and licensing laws relating to the sale of concession goods; and (ii) City code provisions requiring any person or entity doing business in the City to obtain a business license. (iii) Concessionaire shall hold a valid permit from the Grant County Health District if food and/or beverages requiring such a permit are to be sold. (iv) Concessionaire shall display the official Grant County Health District permit in full view of the public at all times during the operation. 7. Warranty. COML Council Packet 3-26-24, Page 127 of 186 The Concessionaire warrants that it has the requisite training, skill and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to being registered to do business in the City of Moses Lake by obtaining a City of Moses Lake Business License. 8. Independent Contractor/Conflict of Interest. It is the intention and understanding of the Parties that the Concessionaire shall be an independent contractor and that the City shall be neither liable nor obligated to pay Concessionaire sick leave, vacation pay or any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. The Concessionaire shall pay all income and other taxes as due. Industrial or any other insurance, which is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Concessionaire, shall not be deemed to convert this Agreement to an employment contract. It is recognized that concessionaire may or will be performing professional services during the Term for other parties; provided, however, that such performance of other services shall not conflict with or interfere with Concessionaire's ability to perform the Services. Concessionaire agrees to resolve any such conflicts of interest in favor of the City. 9. Indemnification. 9.1 Contractor Indemnification. The Concessionaire agrees to indemnify, defend, and hold the City, its elected officials, officers, employees, agents, and volunteers harmless from any and all claims, demands, losses, actions and liabilities (including costs and all attorney fees) to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or connected with this Agreement to the extent caused by the negligent acts, errors or omissions of the Concessionaire, its partners, shareholders, agents, employees, or by the Concessionaire's breach of this Agreement. Concessionaire waives any immunity that may be granted to it under the Washington State Industrial Insurance Act, Title 51 RCW. Concessionaire's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. 9.2 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 10. Equal Opportunity Employer. In all Concessionaire's activities, including the performance of the Services and all hiring and employment made possible by or resulting from this Agreement, there shall be no discrimination by Concessionaire or by Concessionaire's employees, agents, subcontractors or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, creed, national origin, marital status or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment,. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other COML Council Packet 3-26-24, Page 128 of 186 forms of compensation, and selection for training, including apprenticeship. Concessionaire shall not violate any of the terms of Chapter 49.60RCW, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, Section 504 of the Rehabilitation Act of 21973 or any other applicable federal, state or local law or regulation regarding non-discrimination. Any material violation of this provision shall be grounds for termination of this Agreement by the City and, in the Case of the Concessionaire's breach, may result in ineligibility for further City agreements. 11. Confidentiality. All information regarding the City obtained by Concessionaire in performance of this Agreement shall be considered confidential. Breach of confidentiality by Concessionaire will be grounds for immediate termination. 12. Insurance. The Concessionaire agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating, which is satisfactory to the City: 12.1 Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; 12.2 Commercial general liability insurance with combined single limits of liability not less than $2,000,000, a $2,000,000 aggregate for bodily injury, including personal injury or death, products liability and property damage, and $2,000,000 products-completed operations aggregate limit. 12.3 Automobile liability insurance with combined single limits of liability not less than $1,000,000. For bodily injury, including personal injury or death and property damage. The City shall be named as additional insured on all such insurance policies, with the exception of workers' compensation coverage, and all policies shall be in excess of, and noncontributory with, any insurance maintained by the City. Concessionaire shall provide certificates of insurance, concurrent with the execution of this Agreement, evidencing such coverage on an occurrence (and not claims made) basis, and, at City's request, furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. All insurance policies shall contain a clause of endorsement providing that they may not be terminated or materially amended during the Term of this Agreement except after thirty (30) days prior written notice to the City. Concessionaire's failure to maintain such insurance policies shall be grounds for the City's immediate termination of this Agreement. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 13. Non-Exclusive Right. This Agreement does not grant Concessionaire an exclusive right to distribute its products. The City reserves the right to grant to other persons or entities any of the rights contained herein or otherwise. 14. Signs. Concessionaire shall be limited to placing a sign on the Kitchen only. Concessionaire shall not place any sign, notice or advertising matter in or about the City's real property, without the City's prior consent, which consent may be withheld for any reason. If COML Council Packet 3-26-24, Page 129 of 186 required by city code, Concessionaire shall obtain all necessary permits in connection with any such signs. 15. General Provisions. 15.1 Entire Agreement. This Agreement contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior agreements shall be effective for any purpose. 15.2 Modification. No provision of this Agreement, including this provision, may be amended or modified except by written agreement signed by the Parties. 15.3 Full force and Effect. Any provision of this Agreement, which is declared invalid or illegal shall in no way, affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. 15.4 Neither the Concessionaire nor the City shall have the right to transfer, sublease, or in whole or in part, any or all of its obligation and rights hereunder without the prior written consent of the other Party. 15.5 Successors in Interest. Subject to the foregoing Subsection, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. 15.6 Attorney Fees. In the event either of the Parties defaults on the performance of any terms of this Agreement or either Party places the enforcement of this Agreement in the hands of an attorney, or files a lawsuit, each Party shall pay all its own attorneys' fees, costs and expenses. The venue for any dispute related to this Agreement shall be Grant County, Washington. 15.7 No Waiver. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. 15.8 Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington. 15.9 Authority. Each individual executing this Agreement on behalf of the City and concessionaire represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the Concessionaire or the City. 15.10 Notices. Any notices required to be given by the Parties shall be delivered at the addresses set forth below. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage repaid, to the address set forth below. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. 15.11 Captions. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. COML Council Packet 3-26-24, Page 130 of 186 15.12 Performance. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Concessionaire's performance of this Agreement. 15.13 Remedies Cumulative. Any remedies provided for under the terms of this Agreement are not intended to be exclusive but shall be cumulative with all other remedies available to the City at law, in equity or by statute. 15.14 Counterparts. This Agreement may be executed in any number of counterparts, which counterparts shall collectively constitute the entire Agreement. 15.15 Equal Opportunity to Draft. The parties have participated and had an equal opportunity to participate in the drafting of this Agreement, and the Exhibits, if any, attached. No ambiguity shall be construed against any party upon a claim that that party drafted the ambiguous language. DATED the day and year set forth above. Mason’s Place LLC By: ___________________________ Heather Mason CITY OF MOSES LAKE By: _____________________________ Doug Coutts, Parks, Recreation & Cultural Services Director 610 W. Yakima Ave. Moses Lake, WA 98837 COML Council Packet 3-26-24, Page 131 of 186 Exhibit A In support of Agreement for City Park Concession Services City of Moses Lake Concessionaire: Heather Mason Mason’s Place, LLC 102 E 3rd Ave. #101 Moses Lake, WA. 98837 Locations: Civic Center 610 W Yakima Ave, Moses Lake WA, 98837 Services to be Provided Food and beverage services including but not limited to: Coffee/Smoothies COML Council Packet 3-26-24, Page 132 of 186 Exhibit B In support of Agreement for City Park Concession Services Hours and Areas of Operation Civic Center Hours Monday-Friday: 8 a.m. - 5 p.m. Saturday: 10am-4pm Sunday: Closed Days Civic Center is closed: - New Year’s Day - Martin Luther King Jr. Day - President’s Day - Memorial Day - Independence Day - Labor Day - Veteran’s Day - Thanksgiving - Day after Thanksgiving - Christmas Day *If the holiday above falls on a Saturday, the Civic Center will be closed on the Friday preceding. If the holiday above falls on a Sunday, Civic Center will be closed the following Monday. Gallery Openings-Museum to use Café Space Catered Openings (1st right of refusal) March 15 November 15-Member Show May 17 July 12 September 13 Previously Agreed Upon Dates-Programs Additional Events-High Atttendance March 30 May 10-11-Rusty Mammoth Sale April 27 August 6-7-Arts WA. Event May 25 Proposed Café Hours Monday-Friday: 8 a.m. - 5 p.m. Saturday: Based on events Sunday: Closed COML Council Packet 3-26-24, Page 133 of 186 Exhibit C In support of Agreement for City Park Concession Services Pricing COML Council Packet 3-26-24, Page 134 of 186 Exhibit D In support of Agreement for City Park Concession Services Kitchen Equipment Inventory Civic Center Kitchen 1 3-sink washing station. 1 Handwashing sink 1 Refrigerator 1 Oven 1 Dishwasher 1 Countertop Ice Maker COML Council Packet 3-26-24, Page 135 of 186 Council Staff Report To:Agenda Item Number: From Department For Agenda of:Proceeding Type Subject Reviewed and Approved by: Expenditure Required:Amount Budgeted:Appropriation Required: Action Requested Packet Attachments (if any) Overview Kevin Fuhr, City Manager 15065 Kirsten Peterson, Director Community Development 3/26/2024 Old Business Mobile Food Vendor and Food Truck Court Ordinance City Manager City Attorney Community Development Finance Fire Human Resources Parks, Rec, & Cultural Services Police Public Works Technology Services 0.00$0.00$0.00$ Review the draft ordinance pertaining to mobile food vendor and food court regulations, and either adopt the ordinance as submitted, adopt with modifications, or provide direction to staff to modify and continue review of the ordinance at a future City Council meeting. 3.26.24 CC Meeting_Food Truck Regulations.docx 47.43KB Example Food Court Site Plans and Photos.docx 5.11MB Attached for City Council consideration is an ordinance that would provide updated regulations for mobile food vendors operating in City limits, along with new regulations for the operations of a food truck court. Mobile food vendors operating on an individual basis have been able to operate in the City for a number of years, and staff have identified means of improving the site planning and approval process. The idea of the food truck court was ignited when the City itself began exploring the option of opening a food court on the City-owned property located at the southeast corner of Alder and 4 Street. While that proposal was later halted, the City is working to develop regulations that would allow private property owners to develop a site that could be used for multiple food vendors operating in one location. Operating a food court is considered a commercial venture, that would require detailed site planning and design, much like opening a new retail store. The food truck business operator would be offering open slots for food vendors to park, and would be taking care of the overhead by ensuring that utilities were available to each food vendor on the site, a bathroom for employees and patrons. The food park operator could also choose to offer seating or other amenities. With these extra features, the City would work with the applicants in a pre-application meeting to ensure that the site was designed in such a manner that they met any development code, building code, and fire code provisions. Each th COML Council Packet 3-26-24, Page 136 of 186 vendor would be regulated by the requirements of the local health department, with inspections and permits obtained from Grant County Health District. An additional document has been attached to this report that provides example site plans and photos of food truck courts operating in other jurisdictions. The proposed food vendor regulations were reviewed by City Council at two previous meetings. The first discussion took place during the City Council study session held on February 27, 2024. The proposed regulations were then discussed under Old Business during the City Council meeting of March 12, 2024. Based on the feedback received at both meetings, revisions have been made and incorporated into the attached draft ordinance. At present, the mobile food vendor regulations are located within Chapter 5.07 of the Moses Lake Municipal Code (MLMC). The attached ordinance includes revisions to this chapter. Language proposed for deletion is depicted with a strikethrough. New language proposed to be added, is depicted as underlined. The revisions to the code are summarized as follows: · 5.07.020 - Addition of definitions for the terms “food court” and “tent”. The definition of food court has been further expanded since the last Council meeting, and specifies that a food court shall consist of THREE or more food vendors operating on one site. · 5.07.03 - Clarification to the exemptions for fruit stands, etc, and for “Limited Special Event vending” which refers to temporary events on private property. · 5.07.040 - Clarification to the application requirements for a solo food vendor, including: - Timing of application submittal; - Submittal materials to include copy of approved Operations Permit from the Fire Department, and a signed agreement from the property owner; - Clarification on site plan requirements regarding distance, to reduce the setback from 20 feet to 5 feet from the public ROW, and with a requirement to meet site triangle, and to keep the vending window facing away from the ROW; - The specifications for electrical service connections have been simplified to require approval from L&I. - Compliance with noise ordinance. · 5.07.060 – Reference to fees associated with food court applications. · 5.07.080 – Addition of other applicable State adopted codes. · 5.070.090 – These existing standards for mobile food vendors have been updated, and new standards have been developed for food truck operation, as follows: - Reduction of the 20-foot distance requirement from public ROW to 5 foot; - Updated description on the necessary fire extinguisher; - Allowance for tents for mobile food vendors, and the associated standards; - Removal of the requirement to obtain written permission from other vendors located within 150 feet of a newly proposed vendor. - Prohibiting the use of generators from 10 pm to 6 am. · 5.07.130 – Clarification on role of Finance Department and duty of other department to enforce. Other minor edits, including corrections of scrivener’s errors, were made throughout the draft ordinance document. Outstanding questions from the previous meeting include the following: 1. Staff would propose a $500 application fee for review of a “food court”. Staff welcomes suggestions on the fee amount. 2.Shall we keep the following language found in MLMC 5.07.090(B)?COML Council Packet 3-26-24, Page 137 of 186 Fiscal and Policy Implications Approve, Authorize, or Adopt: Provide Amended Direction: No Action Taken: p g g g ( ) B. No mobile food or street food vendor shall locate his or her vehicle or conveyance in that portion of public right-of-way abutting private property without the written permission of the owner of the abutting private property. 3. The Code currently states that temporary stands shall be removed daily at the close of business, as found in MLMC 5.07.090(M). This is not currently enforced. Shall this provision remain? Staff welcomes any other input from City Council on the proposed ordinance. None at this time. Options and Results Revised mobile food vending regulations will provide clarity for applicants and staff regarding the application process, and the addition of food court regulations will provide for new commercial opportunities for entrepreneurs in the City of Moses Lake. Staff will bring back options for recommended changes. Existing regulations for individual vendors will stay intact, and no food courts will be permitted to operate in the City limits. COML Council Packet 3-26-24, Page 138 of 186 ORDINANCE NO. 3045 AN ORDINANCE OF THE CITY OF MOSES LAKE, WASHINGTON, AMENDING CHAPTER 5.07 OF THE MOSES LAKE MUNICIPAL CODE TITLED “MOBILE FOOD VENDORS AND STREET FOOD VENDORS” THE CITY COUNCIL OF THE CITY OF MOSES LAKE DO ORDAIN AS FOLLOWS: Section 1. Chapter 5.07 of the Moses Lake Municipal Code titled “Mobile Food Vendors and Street Food Vendors” is amended as follows: Chapter 5.07 MOBILE FOOD VENDORS, FOOD COURTS, AND STREET FOOD VENDORS Sections: 5.07.010 License Required. 5.07.020 Definitions. 5.07.030 Exemptions. 5.07.040 Mobile Food Vendor Application. 5.07.045 Food Court Vendor Application 5.07.050 Investigation and Determination. 5.07.060 Fees. 5.07.070 Exhibiting of License/Transfer. 5.07.080 Compliance with Regulations. 5.07.090 Mobile Food and Street Food Vendor and Food Court Standards. 5.07.100 Revocation or Denial of License. 5.07.110 Appeal. 5.07.120 Penalty. 5.07.130 Duty of Finance Department to Enforce. 5.07.140 General Fund. 5.07.150 Fees Collected by Court. COML Council Packet 3-26-24, Page 139 of 186 5.07.010 License Required: It shall be unlawful for a mobile food or street food vendor to engage in business within the City of Moses Lake except when licensed as a mobile or street vendor as defined in this chapter. The license required by this chapter is in addition to the business license provided for by Chapter 5.04, if it is also required. 5.07.020 Definitions: The following terms and definitions shall be used in the administration of this chapter: A. “Mobile food vendor” shall mean any person, firm, or corporation, whether as owner, agent, consignee, or employee, whether a resident of the City or not, who engages in a business of selling and delivering food from a vehicle or other motorized conveyance upon privately or publicly owned property including any public street, sidewalk, alley, or public way of the City. A person, firm, or corporation so engaged shall not be relieved from complying with the provisions of this chapter merely by reason of associating temporarily with any local dealer, trader, merchant, or auctioneer, or by conducting such temporary business in connection with, as part of, or in the name of any local dealer, trader, merchant, or auctioneer. B. “Food” shall have its usual and ordinary meaning, and shall include all items designed for human consumption, including, but not limited to, candy, gum, popcorn, hot dogs, sandwiches, peanuts, soft drinks, frozen concessions, nonalcoholic beverages, and dairy products. Products regulated by the Washington State Liquor and Cannabis Board may not be sold by mobile or street vendors. C. “Authorized concession stand” shall mean a concession stand operated or maintained for the sale of food or merchandise, in the public parks of the City, or on other public property, by the City or in accordance with a City-approved agreement or franchise. D. “Public celebration” shall mean the Spring Festival activities customarily celebrated in and around McCosh Park and other areas of the City, as well as any other time of public celebration. E. “Special event” shall mean an event for which the City has authorized use of City facilities for use by vendors, such as the Farmers Market. F. “Street food vendor” shall mean a vendor, including any owner and employee, selling food COML Council Packet 3-26-24, Page 140 of 186 within a public or private parking lot, pedestrian plaza, public street, alley, sidewalk, public right- of-way, or public property, using a nonmotorized cart or temporary structure. G. “Food Court” shall mean one location (parking lot, plaza, or lot) where three or more street food vendors operate within a defined space that has been designed to accommodate multiple food vendors on a permanent basis. The site offers permanent utility connections, paved parking and restrooms for patrons. H. A “tent”, for the purposes of this section, shall be defined as a structure, enclosure, canopy or shelter, with or without sidewalls or drops, constructed of fabric or pliable material supported by any manner except by air or the contents that it protects, and which meets the flame propagation performance treatment set forth in Section 3104.2 of the International Fire Code (test method 1 or 2 of NFPA 701), CPAI 84, or California Fire Marshal Seal. 5.07.030 Exemptions: The provisions of this chapter shall not be construed to apply to the following: A. Persons selling only fruits, vegetables, berries, eggs, or any farm produce, pursuant to RCW 36.71.090. B. Persons required to obtain a business license under Chapter 5.04. B. Limited special event vending: Mobile food vendors and street food vendors may vend from a zone approved for mobile food vending and are exempt from the permitting requirements of this Chapter but must have and maintain all other licenses and approvals necessary to lawfully operate as a mobile food or street food vendor in Moses Lake. Limited special event vending cannot remain at a location for longer than the duration of the special event and while there must be located so as to avoid creating conflicts with pedestrian or motor vehicle traffic or creating other public safety problems. The owner of the property where an event such as a community event, special event approved by the City, a neighborhood block party, wedding, birthday party, grand opening, or similar event, must have invited the mobile food or street food vendor to participate and such vending is part of the event activities. COML Council Packet 3-26-24, Page 141 of 186 5.07.040 Mobile Food Vendor Application: Any person, firm, or corporation desiring to secure a license as a mobile food or street food vendor shall make application to the City, on forms to be provided by the City, at least fourteen (14) twenty-one (21) days before the requested start date of the business. Such mobile food or street food vendor application shall provide: A. The name or names and address of the applicant, vehicle license numbers of all vehicles or a description of the conveyance from which the applicant proposes to conduct business; description of the general type of food proposed to be sold by the applicant. B. Each mobile food vendor application shall be accompanied with the license fee as provided for in this chapter. the currently adopted fee schedule. C. Each license application for a mobile food or street food vendor shall be accompanied with the following information to establish compliance with this chapter and other applicable codes: 1. A statement explaining the method of trash and litter disposal being proposed by the vendor and/or signed agreement from the property owner to utilize their garbage. 2. 1. Washington State tax number Unified Business Identifier (UBI). 2. Copy of approved Operations Permit from the Moses Lake Fire Department, as applicable (for instance for operators with grease-laden vapors, etc.), which must be renewed annually. Requirements for such a permit are found in the most recently adopted Washington State Adopted and Amended Fire Code. 3. Site plan of where unit will be located (if applicable), as it pertains to existing buildings, parking and exits, will be provided for each operating location within City limits. 3. The mobile food vendor must obtain a signed agreement between the property owner, or legal agent, and the mobile food vendor allowing use of the property for the mobile food business. This shall include written permission from the property owner for employees of the mobile food vendor to use the property owner’s restroom. Portable restrooms are not permitted on site. 4. Food handler’s permit (if applicable). 1.4. A statement explaining the method of trash and litter disposal being proposed by the COML Council Packet 3-26-24, Page 142 of 186 vendor and/or signed agreement from the property owner to utilize their garbage. 3.5. Site plan of where unit will be located (if applicable), as it pertains to existing buildings, parking and exits, will be provided for each operating location within City limits. a. A mobile food or street food vendor shall not be located within five feet (5') from the outside edge of the public right-of-way. The setback requirement applies to all vehicle appurtenances, on or in the vehicle, including but not limited to tanks, generators, awnings, tents, etc. b. Site distance triangles shall be observed. The site triangle shall be formed by measuring from the intersection of the extended curb line or the traveled right-of-way (if no curbs exist) of the adjacent street, to a distance of fifty feet (50') from the corner point. The third side of the triangle is the straight line connecting the two (2) fifty foot (50') sides. Within the area comprising the triangle, no fence, shrub, or other physical obstruction higher than thirty-six inches (36") above the established street grade shall be permitted. c. The vending window shall be facing the interior of the lot, away from the public right- of-way. 6. Copy of current food operator’s permit issued by the Grant County Health District. 5. Written authorization from the property owner to conduct business on their property (if applicable) for each operating location. 7. Each food vendor shall be a self-contained unit, and shall obtain an electrical permit and inspection from L&I prior to operation. 8. Approval from Fire Department. a. LPG (commonly referred to as propane tanks) or Compressed Natural Gas (CNG) Gas Containers shall adhere to the following requirements: (1) Maximum aggregate capacity shall not exceed 46 gallons for propane (LPG), and no more than 1300 pounds for CNG (compressed natural gas). The final maximum capacity shall be determined by the Fire Department on a case by case basis. COML Council Packet 3-26-24, Page 143 of 186 (2) Gas containers shall be contained on, or within, the food vending unit. 9. Any tents used by the food vendor shall comply with the standards of MLMC 5.07.090(I). 5.07.045 Food Court Application: Any person, firm, or corporation desiring to operate a “food court”, as defined in MLMC 5.07.020 shall request a pre-application meeting through the Community Development Department prior to submission of a business license. Upon successful completion of the pre- application meeting, such person, firm, or corporation shall make application to the City, on forms to be provided by the City, at least twenty-one (21) days before the requested start date of the business. Such food court application shall provide: A. The name or names and address of the applicant, vehicle license numbers of all vehicles or a description of the conveyance(s) from which the applicant proposes to conduct business; description of the general type of food proposed to be sold by the applicant. B. Each mobile food court application shall be accompanied with the application review fee as currently adopted. C. Each food court operations application shall be accompanied with the following information to establish compliance with this chapter and other applicable codes: 1. Washington State Unified Business Identifier. 2. Copy of approved Operations Permit from the Moses Lake Fire Department for each vendor proposing to locate on the site, as applicable (i.e. for operators with grease-laden vapors, etc.). Requirements for such a permit shall comply with the most recently adopted Washington State Adopted and Amended Fire Code. 3. A site plan depicting the following: a. Parcel lines and right-of-way lines. b. The boundaries of the portion of the property to be used for the food court. c. Location and dimensions of: COML Council Packet 3-26-24, Page 144 of 186 (1) Existing structures, vehicles, and signage on the site. (2) Proposed vending stalls for the site. (3) Tank locations for each food vendor unit, including dimensions. (a) Setbacks shall adhere to the most recently adopted Washington State Adopted and Amended Fire Code. (b) Any protective bollards proposed for the site shall also be depicted. (4) Accessory seating and tables. (5) Permanent restroom facilities. (6) Trash enclosure. (7) Parking. (a) Location of available parking spaces required for the food vendors shall be depicted. The site plan must also demonstrate compliance with the parking requirements for any primary use on the site. d. Vehicle ingress and egress. e. Utilities, including power, water, sewer, etc. f. Lighting. g. Landscaping, pursuant to most currently adopted development code of the Moses Lake Municipal Code. h. A tent may be included with each food vendor on the site and shall comply with the requirements of MLMC 5.07.090(I). 4. Compliance with setback and distance requirements. a. Food vendors within the food court shall not be located within five feet (5') from the outside edge of the public right-of-way. The setback requirement applies to all vehicle appurtenances, on or in the vehicle, including but not limited to tanks, generators, awnings, tents, etc. COML Council Packet 3-26-24, Page 145 of 186 b. All vending windows within the food court shall face the interior of the food court, and away from the public right-of-way. c. There shall be at least ten (10) feet of separation between each food vending unit, unless there is a neighboring vendor that includes a grease-laden vapor. In such case, the distance between units shall be twenty (20) feet between units. d. Sight distance triangles for the outer perimeter of the site shall be observed. The sight triangle shall be formed by measuring from the intersection of the extended curb line or the traveled right-of-way (if no curbs exist) of the adjacent street, to a distance of fifty feet (50') from the corner point. The third side of the triangle is the straight line connecting the two (2) fifty-foot (50') sides. Within the area comprising the triangle, no fence, shrub, or other physical obstruction higher than thirty-six inches (36") above the established street grade shall be permitted. 5. Approval from Fire Department (required for each individual vendor hook-up that utilizes a separate source). b. LPG (commonly referred to as propane tanks) or Compressed Natural Gas (CNG) Gas Containers shall adhere to the following requirements: (1) Maximum aggregate capacity shall not exceed 46 gallons for propane (LPG), and no more than 1300 pounds for CNG (compressed natural gas). The final maximum capacity shall be determined by the Fire Department on a case by case basis. (2) Gas containers shall be contained on, or within, the food vending unit. 6. Permanent power shall be provided within the food court, with connections made available to each individual food vending unit. a. The property owner, property lessee, or their contractor, shall obtain a permit from L&I and necessary inspections performed prior to operation of the food court. 7. It is the responsibility of the individual food vendors within the food court to obtain necessary health department licenses and to adhere to best practices for food handling when undertaking food vendor activities involving the preparation and serving of food. COML Council Packet 3-26-24, Page 146 of 186 8. Noise generated on site shall comply with currently-adopted noise ordinance of the Moses Lake Municipal Code. 5.07.050 Investigation and Determination: Upon receipt of such complete application, the Finance Department shall cause such investigation of such person’s or persons’ business responsibility to be made as is deemed necessary for the protection of the public good and shall refer the application to all City departments for their determination as to compliance with standards and requirements of this chapter. An application shall be denied by the Finance Department upon written findings that the applicant’s business responsibility is unsatisfactory or that the proposed business activity will violate any applicable law, rule, or regulation. Any license issued under this chapter shall contain the number on the license, the date same was issued, the nature of the business authorized to be carried on, the expiration date of said license, and the name or names of the person or persons authorized to carry on the same. The Finance Department shall keep a record of all licenses issued under this chapter and shall promptly provide the Washington State Department of Revenue a record of any license issued under this chapter. 5.07.060 Fees: The business license fee for a mobile food or street food vendor, and the application review fee for a food court, shall be assessed in accordance with the adopted fee schedule for the year or part thereof, payable in advance, for each vehicle, conveyance, or stand mobile food or street food vendor. 5.07.070 Exhibiting of License/Transfer: A. Any license issued under this chapter shall be posted conspicuously upon all vehicles, conveyances, or temporary structures from which a mobile food or street food vendor conducts business. B. Any license issued under this chapter shall not be transferred to any other person, firm, or COML Council Packet 3-26-24, Page 147 of 186 corporation. 5.07.080 Compliance with Regulations: All food vendors shall comply with all laws, rules, and regulations regarding food handling, and all vehicles, conveyances, and stands used for the sale of food shall comply with all applicable laws, rules, and regulations respecting such vehicles, conveyances, or stands as established by the Grant County Health District, the Washington State Motor Vehicle Code, Washington State Adopted Fire Code, Washington State Adopted Building Code, as currently or hereafter amended, and as set forth in the Moses Lake Municipal Code. All mobile food and street food vendors are subject to periodic compliance inspections by the City. 5.07.090 Mobile Food and Street Food Vendor and Food Court Standards: All mobile and street vendors licensed under this chapter shall conform to the following standards: A. No mobile or street vendor shall operate from one (1) location in a residential zone as defined in Title 18 for longer than fifteen (15) minutes at a time. B. No mobile food or street food vendor shall locate his or her vehicle or conveyance in that portion of public right-of-way abutting private property without the written permission of the owner of the abutting private property. No food shall be offered, displayed, or sold, and no customers served, in any vehicle travel lane. A temporary stand mobile food or street food vendor shall not be located within twenty five feet (20' 5) from the outside edge of any public right-of-way or within twenty feet (20') of the intersection of any public right-of-way and private driveway. C. No signs or signage shall be permitted other than that which can be contained on the vehicle or conveyance utilized or as otherwise allowed. D. No vehicle, other conveyance or temporary stand shall be located closer than twenty feet COML Council Packet 3-26-24, Page 148 of 186 (20') from any building or structure. The distance between any food vendor and other structures on the site shall comply with the requirements of the International Fire Code, as currently enacted or hereinafter amended. E. No vehicle, mobile food, street food vendor, other conveyance or temporary stand shall locate closer than fifty feet (50') from flammable combustible liquid or gas storage and dispensing structures. F. All mobile food and street food vendors shall have at least one (1) adequately sized and properly secured garbage receptacle upon the site of business or on the vehicle or conveyance for customer use. G. Sites used by mobile food or street food vendors, or food courts shall be cleaned of all debris, trash, and litter at the conclusion of daily business activities. H. All vehicles, mobile food vendor, street food vendor, other conveyances, or temporary stands shall be equipped with at least one (1) 2A-40 BC fire extinguisher approved by the Fire Department, with an up-to-date annual inspection tag provided I. All tents with dimensions larger than ten feet by ten feet must conform to labeling and certification which shall be done in accordance with the currently adopted and amended state fire code. 1. The tent shall be of vinyl, canvas, or similar durable material. All parts of such tent must have a minimum of seven feet of vertical clearance to the ground. 2. All tents shall be anchored in accordance with requirements of the International Fire Code, as currently adopted or hereinafter amended. 3. Cooking under tents shall conform with each of the following requirements: a. Any tent that is placed over any cooking apparatus, or near a heat source, shall be of a flame retardant material, and require approval from the fire department. b. Tents with cooking devices are not allowed to be open to the public. c. Cooking devices are not allowed to obstruct the exit access, exit or exit discharge. d. Cooking devices located under tents with sidewalls shall have cooking devices located a minimum of three feet from tent walls. COML Council Packet 3-26-24, Page 149 of 186 e. Cooking surfaces shall have a minimum vertical clearance of forty-two inches to tent structure when the tent dimensions do not exceed ten feet by ten feet, and a minimum vertical clearance of forty-eight inches when the tent dimensions exceed ten feet by ten feet. f. A minimum rated 2A-10BC fire extinguisher shall be located within each tent. g. If grease-laden vapors are produced, a six-liter class K extinguisher shall be located within the tent. h. All compressed gas cylinders shall be restrained to prevent dislodging. IJ. No mobile food or street food vendor shall sell or vend from his or her vehicle or conveyance: 1. Within four hundred feet (400') of any public or private school grounds during the hours of regular school session, classes, or school-related events in said public or private school, except when authorized by said school. 2. Within one hundred fifty feet (150') of the entrance to any restaurant, cafe, or eating establishment during business hours of the eating establishment, unless the eating establishment has provided written permission to the vendor to locate closer. The vendor shall produce the written permission for inspection if required to do so by any authorized City official. 2. 3. Within three hundred feet (300') of any public park of the City where any City- authorized concession stand is located during times other than during the course of a public celebration except as approved by the Parks and Recreation Department of the City. 3. 4. Within three hundred feet (300') of any public park of the City where any City authorized concession stand is located during the course of a public celebration when nonprofit organizations are permitted to engage in the sale of merchandise and food in such park. 4. 5. Within three hundred feet (300') of any public park or other public space during a special event for which organizations are permitted to sell merchandise and/or food in the park or public space for a fee, unless the mobile or street vendor obtains written permission from the coordinator of the event. COML Council Packet 3-26-24, Page 150 of 186 JK. No mobile food or street food vendor shall conduct business so as to violate the traffic and sidewalk ordinances of the City as now in effect or hereafter amended. KL. No mobile food or street food vendor, acting solo or as part of a food court, shall obstruct or cause to be obstructed the passage of any sidewalk, street, avenue, alley or any other public place, by causing people to congregate at or near the place where goods, wares, food, or merchandise of any kind is being sold or offered for sale. L. M. All vehicles, mobile food vendor, street food vendor, other conveyances, or temporary stands shall be removed daily at the close of business. N. Generators shall not be operated from 10 pm to 6 am. 5.07.100 Revocation or Denial of License: Any license pursuant to this chapter may be revoked or denied, in writing, by the Finance Director for any of the following causes: A. Any fraud, misrepresentation, or false statement contained in the application for license. B. Any fraud, misrepresentation, or false statement made in connection with the selling of products. C. Any violation of this chapter. D. Any violation with building or fire codes of the City. E. Conducting the business licensed under this chapter in an unlawful manner or in such a manner as to constitute a breach of the peace or to constitute a menace to the health, safety, or general welfare of the public. 5.07.110 Appeal: Any person aggrieved by the denial of an application for a license or by the revocation of a license as provided for in this chapter shall have the right to appeal to the City Council. Such appeal shall be taken by filing with the Finance Director within fourteen (14) calendar days after COML Council Packet 3-26-24, Page 151 of 186 the notice of decision has been mailed, by certified mail, to the applicant’s or licensee’s last known address, a written statement setting forth the grounds for the appeal. The City Council shall set the time and place for hearing on such appeal and notice of such hearing shall be given by certified mail to the appellant at least five (5) calendar days prior to the date fixed for such hearing. 5.07.120 Penalty: Failure to comply with any of the provisions of this chapter shall subject the violator to a C-6 penalty as defined in Chapter 1.08. 5.07.130 Duty of Finance Department to Enforce: It shall be the duty of the Finance Department of the City of Moses Lake to enforce the application and licensing provisions of this chapter against any person found to be violating the same. It shall be the duty of any other Department to enforce violations of any permit issued by that Department. 5.07.140 General Fund: All funds received by the City under the terms of this chapter shall be paid into the General Fund of the City and budgeted annually for any municipal purpose, as required by law 5.07.150 Fees Collected by Court: The City shall have the power to institute suit or action in any court of competent jurisdiction for the purpose of collecting any license fees that are due and payable. Section 2. Severability. If any section of this ordinance is found to be unconstitutional or invalid as written or as applied to any particular person or circumstances, no other section of COML Council Packet 3-26-24, Page 152 of 186 the ordinance shall be deemed to be invalid, but rather, should be deemed to have been enacted independently and without regard to the section affected. Section 3. Effective Date. This ordinance shall take effect and be in force five (5) days after its passage and publication of its summary as provided by law. Adopted by the City Council of the City of Moses Lake, WA and signed by its Mayor on March 26, 2024. ________________________________________ Dustin Swartz, Mayor ATTEST: ________________________________ Debbie Burke, City Clerk APPROVED AS TO FORM: __________________________________ Katherine L. Kenison, City Attorney Martinez Swartz Myers Fancher Madewell Lombardi Skaug Vote: Date Published: April 1, 2024 Date Effective: April 6, 2024 COML Council Packet 3-26-24, Page 153 of 186 Example Food Court Site Plans San Marcos, TX COML Council Packet 3-26-24, Page 154 of 186 Gainesville, FL Portland, OR COML Council Packet 3-26-24, Page 155 of 186 Oconomowoc, WI COML Council Packet 3-26-24, Page 156 of 186 Photos of Existing Food Courts PORTLAND, OR - Prost Marketplace Seating Most of the tables are under the awning in the middle, but there are a few more picnic tables and seats around fireplaces on the sides. It becomes pretty full on the weekends. Wifi Some of the food carts had wifi. The one I asked said he wasn’t given the password and apologized. COML Council Packet 3-26-24, Page 157 of 186 Hinterland Bar & Food Carts (Portland) As Hinterland Bar and food carts opened in January 2022, they are one of the newest on the Portland food cart scene. Seating Hinterland has a nice set-up of both indoor and outdoor tables. There are several outdoor tables in front and in back. The middle is indoors and heated in cooler weather. There is counter seating as well as tables and chairs. Restrooms Two single stall indoor restrooms. Wifi Yes, no password needed. COML Council Packet 3-26-24, Page 158 of 186 Nob Hill Food Carts (Portland) Located in the Nob Hill neighborhood, the Nob Hill food carts include about eight different places. COML Council Packet 3-26-24, Page 159 of 186 AUSTIN, TX COML Council Packet 3-26-24, Page 160 of 186 LACEY, WA Food Court Schedule COML Council Packet 3-26-24, Page 161 of 186 Council Staff Report To:Agenda Item Number: From Department For Agenda of:Proceeding Type Subject Reviewed and Approved by: Expenditure Required:Amount Budgeted:Appropriation Required: Action Requested Packet Attachments (if any) Overview Fiscal and Policy Implications Approve, Authorize, or Adopt: Mayor and City Council 15061 Kevin Fuhr, City Manager Administration 3/26/2024 New Business Limited English Proficiency (LEP) Plan Resolution City Manager City Attorney Community Development Finance Fire Human Resources Parks, Rec, & Cultural Services Police Public Works Technology Services 0.00$0.00$0.00$ Adopt the Resolution to approve the LEP Plan as presented. Moses Lake_Limited English Proficiency (LEP) Plan_3.18.2024.pdf 14.29MB LEP Resolution - Comm Plan Addendum.docx 24.88KB The City of Moses Lake is very diverse and it is our responsibility to ensure that ALL of our citizens have meaningful access to programs and activities offered by the City. The City consists of a large Latino population, many of whom are Persons with Limited English Proficiency. As a city we receive Federal financial assistance, which requires us to provide accessibility to LEP persons. The attached LEP Plan, came to fruition after reviewing Census data and conducting a 30 day survey by staff with the number of LEP citizens that had contact with various departments. The Plan lists improvements that can be made city-wide to improve communication between the City and LEP citizens. The City has already started implementing some of the improvements through translation and interpretation services. None at this time. Options and Results Approve the adoption of the Resolution for the LEP Plan. COML Council Packet 3-26-24, Page 162 of 186 Provide Amended Direction: No Action Taken: Staff will bring back options for recommended changes. Do not adopt the LEP Plan and Resolution. COML Council Packet 3-26-24, Page 163 of 186 COML Council Packet 3-26-24, Page 164 of 186 COML Council Packet 3-26-24, Page 165 of 186 COML Council Packet 3-26-24, Page 166 of 186 COML Council Packet 3-26-24, Page 167 of 186 COML Council Packet 3-26-24, Page 168 of 186 COML Council Packet 3-26-24, Page 169 of 186 COML Council Packet 3-26-24, Page 170 of 186 COML Council Packet 3-26-24, Page 171 of 186 COML Council Packet 3-26-24, Page 172 of 186 COML Council Packet 3-26-24, Page 173 of 186 COML Council Packet 3-26-24, Page 174 of 186 COML Council Packet 3-26-24, Page 175 of 186 COML Council Packet 3-26-24, Page 176 of 186 COML Council Packet 3-26-24, Page 177 of 186 COML Council Packet 3-26-24, Page 178 of 186 COML Council Packet 3-26-24, Page 179 of 186 COML Council Packet 3-26-24, Page 180 of 186 COML Council Packet 3-26-24, Page 181 of 186 COML Council Packet 3-26-24, Page 182 of 186 COML Council Packet 3-26-24, Page 183 of 186 COML Council Packet 3-26-24, Page 184 of 186 RESOLUTION 3976 A RESOLUTION OF THE CITY OF MOSES LAKE WASHINGTON, ESTABLISHING A LIMITED ENGLISH PROFICIENCY PLAN TO GUIDE THE CITY IN PROVIDING MEANINGFUL ACCESS TO CITY SERVICES AND FUTURE DEVELOPMENT OF A LANGUAGE ACCESS PLAN. Recitals: 1. On August 11, 2000, Executive Order 13166 for “Improving Access to Services for Persons with Limited English Proficiency” (LEP) was signed and requires Federal agencies to (1) examine the services they provide, identify any need for services to those with limited English proficiency, and develop and implement a system to provide those services so LEP persons can have meaningful access to them; and (2) to ensure that recipients of Federal financial assistance provide meaningful access to their LEP applicants and beneficiaries Pro-active mitigation of known hazards before a disaster event can reduce or eliminate long-term risk to life and property. 2. On June 12, 2022, to assist the Federal agencies in carrying out these responsibilities, the U.S. Department of Justice issued the LEP Guidance, “Enforcement of Title VI of the Civil Rights Act of 1964 – National Origin Discrimination Against Persons With Limited English Proficiency” to set forth the compliance standards that recipients of Federal financial assistance must follow to ensure that their programs and activities normally provided in English are accessible to LEP persons and thus do not discriminate on the basis of national origin in violation of Title VI’s prohibition against national origin discrimination. 3. As a recipient of Federal financial assistance, the City of Moses Lake has a responsibility to ensure meaningful access to programs and activities by persons with limited English proficiency and therefore will take reasonable steps to do so. 4. The City of Moses Lake recognizes that language can be a barrier to accessing important benefits or services, understanding and exercising important rights, complying with applicable responsibilities, or understanding other information provided by programs and activities offered by the City including those funded by federal programs. 5. The City of Moses Lake adopted a Communications and Public Participation Plan as part of a commitment to keep residents and partners informed. 6. Upon adoption, the LEP Plan shall be incorporated into the Communications and Public Participation Plan as it ensures meaningful opportunity for national origin minorities, COML Council Packet 3-26-24, Page 185 of 186 with limited-English proficiency, to meaningfully participate in federally funded and City of Moses Lake led programs. Resolved: 1. The Limited English Proficiency (LEP) Plan as set forth in Attachment “A” attached hereto and incorporated herein as though fully set forth shall be and hereby is approved and adopted. ADOPTED by the City Council on March 26, 2024. ________________________________________ Dustin Swartz, Mayor ATTEST: ____________________________________ Debbie Burke, City Clerk COML Council Packet 3-26-24, Page 186 of 186