HomeMy WebLinkAbout5725 (2)RESOLUTION NO. 5725
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO
EXECUTE AN AGREEMENT BETWEEN THE CITY OF
AUBURN AND THE WASHINGTON DEPARTMENT OF
COMMERCE TO ACCEPT AND EXPEND GRANT FUNDS
FOR CONTINUED RESTORATION AND PHASE 2
RESTORATION OF THE AUBURN ARTS AND CULTURE
CENTER
WHEREAS, restoration of the exterior of the historic post office will continue and
Phase 2 construction will begin by converting the basement into usable spaces for art
classes, performing art rehearsals, and supporting spaces such as restrooms and
storage; and
WHEREAS, the Washington State Historical Society has granted the City with a
Heritage Capital Grant in the amount of$968,060.00 to complete this work; and
WHEREAS, to receive the funds, the City must execute a grant agreement with
the Washington State Historical Society.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, RESOLVES as follows:
Section 1. The Mayor is authorized to execute an agreement between the City
and the Washington State Historical Society for grant funds in the amount of$968,060.00,
which agreement will be in substantial conformity with the agreement attached as Exhibit
A, and to expend such funds.
Section 2. The Mayor is authorized to implement those administrative
procedures necessary to carry out the directives of this legislation.
Resolution No. 5725
June 16, 2023
Page 1 of 2
Rev.2019
Section 3. This Resolution will take effect and be in full force on passage and
signatures.
Dated and Signed this 17th day of July, 2023.
CITY OF AUBURN
k l AL _ • • _
NANCY BAA , MAYOR
ATTEST:APP' ED AS T -fOR,/'
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Shawn amp ell, MMC, City Clerk City Att•IPP",._._
Resolution No. 5725
June 16, 2023
Page 2 of 2 Rev.2019
Page 1 of 23
State of Washington
Washington State Histor ical Society
Contract #: 25-16
Grantee: City of Auburn
1. PARTIES TO THE CONTRACT
This state funded Contract for Heritage Capital Projects (Contract) is entered between City of
Auburn, 25 West Main Street, Auburn, Washington, 98001 (Grantee) and the Washington State
Historical Society, 1911 Pacific Avenue, Tacoma, Washington 98402 (Agency), and shall be
binding upon all agents and all persons acting by or through the parties.
2. PURPOSE OF CONTRACT
This Contract, including ATTACHMENTS A through H (collectively referred to hereafter as
“Contract”), sets out the terms and conditions by which a grant is made for a Heritage Capital
project during the 2023-2025 biennium from funds appropriated by the Washington State
Legislature in Engrossed Substitute Senate Bill 5200 which was incorporated into the Capital
Budget signed into law by the governor on May 16, 2023. RCW 27.34.330 provides statutory
authorization for the funding program. The program is administered by the Agency.
3. DESCRIPTION OF HERITAGE CAPITAL PROJECT
Funds awarded under this Contract shall be used by the Grantee solely for the “Auburn Historic
Post Office (now Postmark Center for the Arts) Full Renovation,” located at 20 Auburn Avenue,
Auburn Washington, 98002, as described in ATTACHMENT B (PROJECT SCOPE OF WORK), and
for the express purposes of the grant as described in ATTACHMENT C (PURPOSE OF PROJECT).
4. CONSIDERATION
The parties agree that, in exchange for the grant money awarded pursuant to this Contract, the
State of Washington and the Agency shall receive in consideration the preservation and
interpretation of historical sites and artifacts that have the potential to provide lifelong learning
opportunities for the citizens of the state, as described in this Contract, including
ATTACHMENT B (PROJECT SCOPE OF WORK) and ATTACHMENT C (PURPOSE OF PROJECT).
5. AMOUNT OF GRANT
The Washington State Legislature appropriated nine hundred ninety-eight thousand dollars
($998,000.00). Of this appropriation, the total funds available to the Grantee for
reimbursement of eligible costs shall be nine hundred sixty-eight thousand sixty dollars
($968,060.00). The Agency shall retain three percent (3.0%) of the appropriation, which is
twenty nine thousand nine hundred forty dollars ($29,940.00) as the cost of administering the
grant and this Contract.
6. COST SHARE
The total cost of the projects shall include only those costs that are eligible expenditures as
described in ATTACHMENT D (PROJECT BUDGET). Grantee agrees that the amount of state
funding shall not exceed thirty-three and thirty-three one hundredths percent (33.33%) of the
total cost of the project. The non-state portion of the total cost of the project shall be the
Grantee’s cost share of the total cost of the project. The amount of the Grantee’s cost share
shall be one million nine hundred ninety-six thousand dollars ($1,996,000.00).
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7. PERIOD OF PERFORMANCE
The period of performance under this Contract shall be from the date of the last signature of
the contracting parties to June 30, 2025. Without further appropriation from the legislature,
expenditures beyond this date shall not be reimbursed. The requirement set forth below in
Section 8 to maintain ownership or a lease on the subject property, and to use it for the express
purposes of the grant, shall remain in full force and effect for thirteen years following the date
of contract completion, as defined in ATTACHMENT A (GENERAL PROVISIONS).
8. CAPITAL IMPROVEMENTS TO BE HELD BY GRANTEE
a. Capital improvements funded by the Heritage Capital Projects grant are to be used for
the express purpose of this grant. No funds appropriated for a Heritage Capital Projects
grant shall be used for capital improvements not included in the legislative
appropriation and specifically designated in this Contract with the Agency.
b. As required by RCW 27.34.330, capital improvements funded by this grant shall be held
by the Grantee for at least thirteen (13) years from the date of contract completion; the
facilities shall be used for the express purpose of the grant as set forth in this Contract,
including ATTACHMENT B (PROJECT SCOPE OF WORK) and ATTACHMENT C (PURPOSE
OF PROJECT); and, if mobile, used primarily in Washington State. The Grantee agrees
that it will maintain ownership or lease of ALL property to be held, as described in
ATTACHMENT G (PROPERY PARCEL NUMBER(S) AND LEGAL DESCRIPTION(S)), for
thirteen (13) years beyond the date of contract completion. Failure to maintain
ownership or a lease on the subject property for thirteen years following the date of
contract completion shall constitute a breach of this Contract. Pursuant to the terms of
this Contract and RCW 27.34.330, if the Grantee is found to be in breach of this
Contract, 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 date of authorization of the grant.
c. The Agency maintains right of entry for thirteen (13) years from the date of contract
completion to ensure continued compliance with this Contract. The Grantee will be
monitored for continued property control and project outcomes as described in the
contract statement of purpose. Monitoring tools appropriate to the project purpose will
be determined during the project closeout process and declared in writing from the
Agency to the Grantee. Monitoring tools may include, but are not limited to, reporting
of annual metrics as declared in the project closeout letter, scheduled and unscheduled
site visits, or requests for images for publication. During the monitoring period, the
Grantee may request mitigation of monitoring tools to support enhancing the public
benefit provided by the Grantee.
9. REAPPROPRIATION
The parties hereto agree and understand that any state funds not expended and billed by end
of the biennium, June 30, 2025, will lapse on that date unless reappropriated by the
Washington State Legislature. If funds are so reappropriated, the Agency’s obligation under the
terms of this Contract shall be contingent upon terms of such reappropriation. Grantee may not
rely to its detriment upon use of funds not properly billed or not appropriated. The Grantee
shall be allowed only two requests for reappropriation of the funds awarded in this Contract.
Approval of such requests is not guaranteed.
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10. RIGHTS AND OBLIGATIONS
All rights and obligations of the parties to this Contract are subject to this Contract, which
include the following attachments, and which are made a part of this Contract:
ATTACHMENT A (GENERAL PROVISIONS)
ATTACHMENT B (PROJECT SCOPE OF WORK)
ATTACHMENT C (PURPOSE OF PROJECT)
ATTACHMENT D (PROJECT BUDGET)
ATTACHMENT E (SOURCE OF AVAILABLE FUNDS)
ATTACHMENT F (CERTIFICATION OF AGREEMENT TO FOLLOW ALL LAWS)
ATTACHMENT G (PROPERTY PARCEL NUMBER(S) AND LEGAL DESCRIPTIONS)
ATTACHMENT H (LEASES, CONTRACTS, AND AGREEMENTS)
11. ENTIRE CONTRACT
This Contract, including all attachments, constitutes the entire agreement between Agency and
Grantee and supersedes all previous written or oral agreements or understandings between the
Agency and Grantee related to this Contract. This Contract may be amended as set forth in the
Contract Modifications in ATTACHMENT A (GENERAL PROVISIONS).
12. CONTRACT REPRESENTATIVES
The Grantee’s representative shall be the contact person for all communications and billings
regarding the performance of this Contract. The Grantee’s representative shall be:
Julie Krueger, Arts & Events Manager
City of Auburn
25 West Main Street, Auburn, Washington 98001
253-804-5042
jkrueger@auburnwa.gov
The Agency’s representative shall be the contact person for all communications and billings
regarding the performance of this Contract. The Agency’s representative shall be:
Jennifer (Jay) Baersten, Director of Heritage Outreach
Washington State Historical Society
1911 Pacific Avenue, Tacoma, Washington 98402
253-244-1683
jay.baersten@wshs.wa.gov
13. SIGNATURES
Jennifer Kilmer, Executive Director
Washington State Historical Society
Nancy Backus, Mayor
City of Auburn
Federal Tax ID#: 91-6001228
Date Date
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9/20/2023 9/27/2023
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CONTRACT #: 25-16
ATTACHMENT A
GENERAL PROVISIONS
CONTENTS
A. HEADINGS AND DEFINITIONS ____________________________________________________ 5
1. Headings ________________________________________________________________ 5
2. Definitions _______________________________________________________________ 5
B. GENERAL CONTRACT TERMS ____________________________________________________ 6
1. Order of Precedence _______________________________________________________ 6
2. Contract Modifications _____________________________________________________ 6
3. No Waiver _______________________________________________________________ 6
C. PERFORMANCE AND GENERAL RESPONSIBILITIES ___________________________________ 6
1. Non assignability __________________________________________________________ 7
2. Independent Capacity of Grantee _____________________________________________ 7
3. Ownership of Project/ Capital Improvements ____________________________________ 7
4. Hold Harmless ____________________________________________________________ 7
5. Acknowledgement _________________________________________________________ 7
6. Ethics Compliance _________________________________________________________ 7
7. Public Disclosure/ Confidentiality _____________________________________________ 8
D. COMPLIANCE WITH LAWS, RECORDS, AND INSPECTIONS _____________________________ 8
1. Compliance with Applicable Law ______________________________________________ 8
2. Records, Reports, and Audits ________________________________________________ 8
3. Right of Entry _____________________________________________________________ 9
4. Evaluation and Monitoring __________________________________________________ 9
5. Hazardous Substances ______________________________________________________ 9
6. Governor’s Executive Order 21-02 ____________________________________________ 9
7. Prevailing Wage Law _______________________________________________________ 9
8. Industrial Insurance Coverage ________________________________________________ 9
9. Nondiscrimination Provision ________________________________________________ 10
E. FUNDING REIMBURSEMENT AND BUDGET ________________________________________ 10
1. Reimbursement __________________________________________________________ 10
2. Recapture of Funds _______________________________________________________ 10
3. Reduction in Funds _______________________________________________________ 11
F. TERMINATION AND DISPUTES __________________________________________________ 11
1. Dispute Resolution _______________________________________________________ 11
2. Termination or Suspension for Cause _________________________________________ 11
3. Termination for Convenience _______________________________________________ 12
4. Termination for Fraud or Misrepresentation ___________________________________ 12
5. Termination Procedures ___________________________________________________ 12
6. Governing Law and Venue __________________________________________________ 13
7. Severability _____________________________________________________________ 13
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A. HEADINGS AND DEFINITIONS
1. Headings
Headings used in this Contract are for reference purposes only and shall not be considered a
substantive part of this Contract.
2. Definitions
Agency- the Washington State Historical Society.
Authorized Representative- an elected or appointed officer of the corporation or agency, or
alternate designated in writing by the Grantee’s governing authority, who acts officially on the
Grantee’s behalf.
Authorized Signatory- an executive officer of the corporation or agency’s governing authority
designated to sign contracts on behalf of the Grantee.
Cash match- money from the grantee organization or from other sources, which can include
grants from foundations, nonstate governmental agencies, individuals, corporations, and others.
Cost share- those costs, including cash and in-kind, that the grantee will incur from its own
resources or from other cooperating organizations to complete the project described in the
Contract.
Date of grant authorization- the date the Washington State Legislature initially appropriated
funds for the project.
Date of contract authorization- the last date of an authorized signature on the Contract Form.
Date of contract completion- the date of the project closeout letter from the Agency which
initiates the thirteen (13) year monitoring period.
Grantee- the applicant that has been awarded a grant of funds and is bound by this executed
Contract, including any officers, employees, or agents lawfully representing the Grantee.
Heritage organization- a group whose purpose is to collect, preserve, or interpret history,
heritage, and culture.
Heritage capital project- project that involves the physical plant of a heritage organization, a
historic landscape, archaeological site, historic ship, locomotive, airplane, other transportation
conveyance, or acquisition of a property for protection and stabilization of heritage resources or
by a heritage organization for purposes of new construction.
In-kind contributions- contributions to a project that are not part of cash match. May include
materials and supplies, professional consultation, legal and accounting services specific to the
project, architectural design fees, and volunteer labor.
Local government agency- city or county agency, port district, or public development authority.
Nonprofit organization- organization incorporated under the nonprofit laws of the state of
Washington and holding a 501(c)(3) tax determination from the IRS.
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Other entity- As authorized by RCW 27.34.330, an entity that meets all criteria for Heritage
capitol project funding and can be considered for a grant award at the discretion of the
Washington State Historical Society
Real property value- fair market value of real property when such property is acquired solely for
the purpose of a heritage capital project. Evidenced by a current fair market appraisal performed
by a qualified, professional real estate appraiser.
Total project costs- include, but are not limited to, the amount sought from the fund and what
the applicant will provide as cost share.
B. GENERAL CONTRACT TERMS
1. Order of Precedence
The items listed below are incorporated by reference herein. In the event of an
inconsistency in this Contract, the inconsistency shall be resolved by giving precedence in
the following order.
1. Applicable federal and Washington State statutes and regulations
2. State executive orders
3. Terms and conditions of this Contract
4. ATTACHMENT A (GENERAL PROVISIONS)
5. Other attachments or material incorporated by reference.
2. Contract Modifications
a) This Contract may be modified by mutual agreement of the parties. Such
modifications shall not be binding unless in writing and signed by both parties prior
to implementation of the modifications. Any oral understanding or agreement not
incorporated herein shall not be binding.
b) Budget modification by the Grantee of not more than ten (10) percent of any line
item or combination of line items from the Project Budget (ATTACHMENT D) is
excepted from subsection 2(a). Modifications that increase a line item must be
offset by reductions in other line items so there is no increase to the total amount
available to the Grantee in this grant.
c) The Grantee shall notify the Agency in writing prior to making any budget
modification or combination of budget modifications that would exceed ten (10)
percent of any line item. Budget modifications exceeding ten (10) percent of any
line item or combination of line items constitutes a Contract Modification and must
be approved by both parties in writing prior to implementation of the modification.
3. No 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 Contract unless stated to be such in writing signed by the authorized representatives of
the Agency and the Grantee.
C. PERFORMANCE AND GENERAL RESPONSIBILITIES
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1. Non assignability
Neither this Contract nor any claim arising under this Contract shall be transferred or
assigned by the Grantee without written permission from the Agency.
2. Independent Capacity of Grantee
The parties intend that an independent relationship will be created by this Contract. The
Grantee and its employees or agents performing under this Contract are not employees or
agents of the Agency. The Grantee and its employees or agents will not hold themselves out
as nor claim to be officers or employees of the Agency or of the State of Washington by
reason of this Contract and will not make any claim, demand, or application to or for any
right or privilege which would accrue to such employee under law. Conduct and control of
the work will solely be with the Grantee.
3. Ownership of Project/ Capital Improvements
The Agency 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. This provision does not extend to claims that the Agency
may bring against the Grantee in recapturing funds expended in violation of this Contract.
4. Hold Harmless
To the extent permitted by law, the Grantee shall defend, protect, and hold harmless the
State of Washington and the Agency, its employees, agents, officers, and assigns from and
against all claims, suits, or actions arising from the Grantee’s acts or omissions and those of
its employees, officers, and agents, including those which are libelous or slanderous, which
result in injury to persons or property, which violate a right of confidentiality, or which
constitute an infringement of any copyright, patent, trademark, or tradename through use
or reproduction of material of any kind. The Grantee shall be required to indemnify, defend,
and hold harmless the State only to the extent the claim is caused in whole or in part by
negligent acts or omissions of the Grantee.
The Grantee waives its immunity under Title 51 RCW (Industrial Insurance) to the extent
required to indemnify, defend, and hold harmless Agency, the state of Washington and
agencies, officials, agents, or employees of the state.
5. Acknowledgement
The Grantee shall announce in its publicity materials, on a posted sign during the project,
and on a permanent marker that the State of Washington is a source and the Washington
State Historical Society the administrator of these funds unless such requirement is
modified or waived in writing by the Agency.
6. Ethics Compliance
The Agency may, by written notice to the Grantee, terminate this Contract if it is found
after due notice and examination by the Agency that there is a violation of the Code of
Ethics for Municipal Officers (Chapter 42.23 RCW) or any similar statute involving the
Grantee in the procurement of, or the performance under, this Contract.
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7. Public Disclosure/ Confidentiality
a) The Grantee acknowledges that the Agency is subject to the Public Records Act
(Chapter 42.56 RCW), and that this Contract shall be a public record as defined. Any
specific information that is claimed by the Grantee to be confidential or proprietary
must be clearly identified as such by the Grantee. If a request is made to view the
Grantee’s information marked as confidential, the Agency will notify the Grantee of
the request and the date that such records will be released to the requestor unless
the Grantee obtains a court order enjoining that disclosure. If the Grantee fails to
obtain the court order enjoining disclosure, the Agency will release the requested
information on the date specified.
b) The Grantee shall not use or disclose any information concerning the Agency, or
information which may be classified as confidential for any purpose not directly
connected with the administration of this Contract except (1) with prior written
consent of the Agency, or (2) as may be required by law.
D. COMPLIANCE WITH LAWS, RECORDS, AND INSPECTIONS
1. Compliance with Applicable Law
a) The Grantee agrees to be aware of, and comply with, all applicable and current
federal, state, and local laws, regulations, and policies. The Grantee’s confirmation
of this requirement is contained in ATTACHMENT F (CERTIFICATION OF
AGREEMENT TO FOLLOW ALL LAWS). Agency is not responsible for determining
compliance.
b) In the event of the Grantee’s noncompliance or refusal to comply with any
applicable law or policy, the Contract may be suspended or terminated in whole or
in part, and the Grantee and the project may be declared ineligible for further grant
awards from the Agency.
c) The Grantee further agrees to indemnify and hold harmless the Agency from all
liability, damages, and costs of any nature including but not limited to costs of suits
and attorneys’ fees assessed against the Agency, as a result of the failure of the
Grantee to so comply.
2. Records, Reports, and Audits
a) The Grantee shall maintain books, records, documents, and other evidence of
accounting procedures and practices that sufficiently and properly reflect all direct
and indirect costs of any nature expended in the performance of this Contract.
These records shall be subject at all reasonable times to inspection, review, or audit
by personnel duly authorized by the Agency, the Office of the State Auditor, and
federal officials so authorized by law, rule, regulation, or Contract. The Grantee will
retain all books, records, documents, and other materials relevant to this Contract
for six years after full termination or expiration of this Contract, which includes the
thirteen (13) year monitoring period that begins on the date of the closeout letter
at contract completion, and make them available for inspection by persons
authorized under this provision. 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.
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b) The Grantee shall comply with all auditing requirements, including audit
requirements for the expenditure of more than $100,000 or more in total state
funds in a fiscal year, if applicable.
3. Right of Entry
The Grantee shall provide right of access of its facilities to the Agency or to 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 Contract.
4. Evaluation and Monitoring
a) The Grantee shall cooperate with and fully participate in any monitoring or
evaluation activities conducted by the Agency that are relevant to compliance with
this Contract, including providing initial and updated project plans for Agency
review and approval and facilitating record production and periodic site
inspections.
b) The Grantee shall provide the Agency with digital images and narratives that depict
the progress made on the project. Such images will be used by the Agency to
support reimbursement requests and to inform the public about the grant program
on the web and elsewhere. Images and narratives shall be provided with each
request for reimbursement.
5. Hazardous Substances
The Grantee will defend, protect, and hold harmless the Agency, and any and all of its
employees and/ or agents, from and against any and all liability, cost (including but not
limited to all costs of defense and attorney’s fees), and any and all loss of any nature from
any and all claims or suits resulting from the presence of, or release or threatened release,
of hazardous substances as defined in RCW 70.105D.020, on the property covered by the
Contract.
6. Governor’s Executive Order 21-02
The Grantee shall comply with Governor’s Executive Order 21-02. In the event that
historical or cultural artifacts are discovered at the project site during construction, the
Grantee shall immediately stop construction and notify the local historical preservation
officer and the state historical preservation officer at the Washington State Department of
Archaeology and Historic Preservation.
7. Prevailing Wage Law
The project funded under this Contract may be subject to state Prevailing Wage law (RCW
39.12). The Grantee is advised to consult with the Industrial Statistician at the Washington
State Department of Labor and Industries to determine whether prevailing wage must be
paid. The Agency is not responsible for determining whether prevailing wage applies to this
project or for any prevailing wage payments that may be required by law.
8. Industrial Insurance Coverage
The Grantee shall comply with all applicable provisions of Title 51 RCW (Industrial
Insurance).
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9. Nondiscrimination Provision
a) During the performance of this Contract, the Grantee shall abide by all applicable
federal and state nondiscrimination laws and regulations, including but not limited
to Washington’s Law Against Discrimination (RCW 49.60) and the Americans with
Disabilities Act (42 U.S.C. 12101 et. seq.).
b) In the event of the Grantee’s noncompliance or refusal to comply with any
nondiscrimination law, regulation, or policy, this Contract may be suspended or
terminated in whole or in part, and the Grantee may be declared ineligible for
further Contracts with the Agency. The Grantee shall, however, be given a
reasonable time in which to remedy in accordance with the “Dispute Resolution”
procedure set forth in Section 25 of this Contract Attachment.
E. FUNDING REIMBURSEMENT AND BUDGET
1. Reimbursement
a) Payment to the Grantee shall be made on a reimbursement basis only, for eligible
costs incurred, using forms provided by the Agency. Reimbursement shall be
allowed for (1) actual costs incurred and paid. No advance payments shall be made
to the Grantee. Purchases of goods will be reimbursed upon receipt, and services
will be reimbursed upon completion of work.
b) Each request for reimbursement shall include a state voucher form and digital
images and a narrative report describing the work completed and the status of the
project. The reimbursement request shall not include any costs already reimbursed
by or charged against any other grant or other source. The voucher must be
certified by an official of the Grantee with the authority bind the Grantee.
c) After receiving and approving the voucher and accompanying information, the
Agency shall promptly remit a warrant to the Grantee. The obligation of the Agency
to pay any amount(s) under this Contract is expressly conditioned upon compliance
with the terms of this Contract by the Grantee.
d) The expenditure of state funds shall not exceed the intended state share of the
total cost of the project at any time, and shall be consistent with the Legislative
appropriation.
e) The final request for reimbursement under this Contract shall be submitted by the
Grantee to the Agency within fifteen (15) days following the completion of the work
or other termination of the Contract and be accompanied by a final narrative report
and digital images of the completed project.
2. Recapture of Funds
In the event that the Grantee fails to expend state funds in accordance with state law and/
or the provisions of this Contract, the Agency reserves the right to recapture state funds in
an amount equivalent to the extent of noncompliance. Repayment by the Grantee of state
funds under this recapture provision shall occur within thirty (30) days of demand. In the
event that the Agency is required to institute proceedings to enforce this recapture
provision, the Agency shall be entitled to its cost thereof, including reasonable attorneys’
fees.
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3. 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 Agency may suspend or terminate the Contract
under the Termination for Convenience clause without advance notice, subject to
renegotiation at the Agency’s discretion, under those new funding limitations and
conditions.
F. TERMINATION AND DISPUTES
1. Dispute Resolution
a) The parties shall make every effort to resolve disputes arising out of or relating to
this Contract through negotiation.
b) Except as otherwise provided in this Contract, when a dispute arises between the
parties and it cannot be resolved by direct negotiation, either party may request a
dispute hearing according to the process set out in this Section. Either party’s
request for dispute hearing must be in writing and clearly state:
1. The disputed issue(s);
2. The relative positions of the parties;
3. The Grantee’s name, address, and project title.
c) In order for this Section to apply to the resolution of any specific dispute or
disputes, the other party must agree in writing that the procedure under this
Section shall be used to resolve those specific issues. The dispute shall be heard by
a panel of three persons consisting of one person selected by the Grantee, one
person selected by the Agency, and a third person chosen by the two persons
initially appointed.
d) Any hearing under this Section shall be informal, with the specific processes to be
determined by the dispute panel according to the nature and complexity of the
issues involved. The process may be solely based upon written material if the
parties so agree. The dispute panel shall be governed by the provisions of this
Contract in deciding the dispute(s).
e) The parties shall be bound by the decision of the dispute panel, unless the remedy
directed by that panel is outside the legal authority of either or both parties to
perform as necessary, or is otherwise unlawful.
f) Request for a dispute hearing under this Section by either party shall be delivered
or mailed to the other party. The request shall be delivered or mailed within thirty
(30) days of the date the requesting party has received written notice of the action
or position of the other party that it wishes to dispute. The written agreement to
use the process under this Section for resolution of those issues shall be delivered
or mailed by the receiving party to the requesting party within thirty (30) days of
receipt by the receiving party of the request.
g) All costs associated with implementation of this process shall be shared equally by
the parties.
2. Termination or Suspension for Cause
a) In the event the Agency determines the Grantee has failed to comply with the
conditions of this Contract the Agency has the right to suspend or terminate the
Contract. Before suspending or terminating the Contract, the Agency shall notify
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the Grantee in writing of the need to take corrective action. If corrective action is
not completed within 30 days of receiving notice, the Contract may be terminated
or suspended.
b) In the event of termination or suspension for cause, the Agency may require the
Grantee to repay all or any portion of the state funds paid to the Grantee prior to
termination.
c) The Agency may enforce this Contract by the remedy of specific performance,
which includes, but is not limited to, completion of the project as described in this
Contract. However, the remedy of specific performance shall not be the sole or
exclusive remedy available to the Agency. No remedy available to the Agency shall
be deemed exclusive. The Agency may elect to exercise any combination, or all of
the remedies available to it under this Contract, or under any provision of law,
common law, or equity.
3. Termination for Convenience
a) Notwithstanding any provisions of this Contract, either party may terminate this
Contract by providing the other party with written notice of such termination,
specifying the effective date thereof, at least thirty (30) days prior to such date.
b) In the event this Contract is terminated, the Grantee shall be reimbursed for eligible
expenses incurred prior to the effective date of such termination and not otherwise
paid for by the Agency, as the Agency reasonably determines.
4. 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, the Agency reserves the
right to terminate or amend this Contract accordingly, including the right to recapture all
funds disbursed to the Grantee under the grant.
5. Termination Procedures
a) After receipt of a notice of termination, except as otherwise directed by the
Agency, the Grantee shall:
i. Stop work under the Contract on the date, and to the extent specified, in
the notice;
ii. Place no further orders or sub-grants for materials, services, or facilities
related to the Contract;
iii. Preserve and transfer any materials, Contract deliverables and/ or Agency
property in the Grantee’s possession as directed by the Agency.
b) Upon termination of the Contract, the Agency may pay the Grantee for any service
provided by the Grantee under the Contract prior to the date of termination, unless
the Agency reasonably determines in its sole discretion that the amount due is
necessary to protect the Agency against potential loss or liability resulting from the
termination. The Agency shall pay any withheld amount due up to the date of
termination to the Grantee if the Agency later determines that a loss or liability will
not occur. Grantee shall not be paid for any work done after the termination date.
c) The rights and remedies of the Agency under this Section are in addition to any
other rights and remedies provided under this Contract or otherwise provided
under law.
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6. Governing Law and Venue
This Contract shall be construed and enforced in accordance with, and the validity and
performance hereof shall be governed by, the laws of the state of Washington. Venue of
any suit between the parties arising out of this Contract shall be the Superior Court of
Thurston County, Washington. The Grantee, by execution of this Contract acknowledges the
jurisdiction of the courts of the State of Washington.
7. Severability
If any provision of this Contract or any provision of any document incorporated by
reference shall be held invalid, such invalidity shall not affect the other provisions of the
Contract which can be given effect without the invalid provision, if such remainder
conforms to the requirements of applicable law and the fundamental purpose of this
Contract, and to this end the provisions of this Contract are declared to be severable.
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CONTRACT #: 25-16
ATTACHMENT B
PROJECT SCOPE OF WORK
PROJECT SCOPE OF WORK
This project will support the Grantee in rehabilitating the historic Auburn U.S. Post Office building into
the Postmark Center for the Arts. The project will include design work, sitework, exterior rehabilitation,
and full rehabilitation of the interior to include spaces such as classrooms, artist in residence studios,
multi-use art and cultural spaces; a kitchen/café, gift shop, office spaces, storage, meeting spaces, and a
flexible use lobby to host events and gatherings.
All exterior rehabilitation work will adhere to the Secretary of the Interior's Standards for the Treatment
of Historic Properties and will be reviewed by the King County Landmarks Commission and receive a
Certificate of Appropriateness.
Element of Work Description
Design Services Design services as needed for all project phases including schematic
design; design development; construction documents; and construction
administration
Sitework Concrete work including installing curved concrete bench and a stage on the
south side of the building and installing concrete art pedestals
Muckleshoot Welcome Figure (created by Muckleshoot artists) installed on an
exterior concrete base
Fencing including new black square iron-style fencing along the north side of the
site to match the existing square railing and balusters at the front entrance to the
building
Signage installation including a “Postmark Center for the Arts” sign on the north
side of the site and historical interpretive signage on the southern side of the site
Landscaping and irrigation including new plantings and ground coverings
between the perimeter of the wall and curbed-in areas along; installation of an
automated irrigation system; and self-watering planters on the southeast portion
of the site
Parking lot drainage improvements and upgrades including cutting existing
asphalt, installing a storm facility, re-paving, and re-striping
Exterior
Rehabilitation
Roofing repair/replacement including repairing/replacing sections of
the deteriorated flat roof area; restoration work on the historic wood and metal
decorative cupola; upgrading gutters and drainage to drain away from building
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Masonry repair and cleaning including washing the exterior brick and repointing
mortar joints with appropriate mixtures consistent with a 1937 building
Rehabilitate front entry by cleaning existing, dilapidated, nonslip surfacing off
granite steps and adding mortar to gaps in the undersides and sides of the steps
Window rehabilitation and upgrades including the full restoration of thirteen
(13) historic windows on the main floor; installing historically compatible storm
screens to windows on south facade, replacing one historic basement window on
the north façade with a similar six-over-six glazing pattern, and replacing two
vinyl basement windows
Replace/install exterior doors & hardware as needed throughout exterior
including replacing the basement door unit (including sidelites and transom) and
also replacing the “storefront” style glass doors on classrooms, the café, and the
gift shop
Awning and signage upgrades including removal of existing front entry canopy;
installing a new flat steel canopy over front entry; and installing raised metal
lettering denoting "Postmark Center for the Arts" along sandstone frieze band
matching the font and lettering of the former U.S. Post Office
Building Systems Fire and life-safety system including a fire line, fire sprinklers and a fire alarm
system
Electrical and lighting system replacement including electrical panels,
conduit/wiring, outlets (wall and floor mounted), and interior and exterior
lighting fixtures as needed (exterior lighting to be mounted in mortar joints to
not damage historic masonry)
HVAC system reconfiguration and replacements including moving existing heat
pumps in the rear of the building to the roof; existing heat pump on the exterior
NW corner of the building will be replaced and enclosed with a decorative
screen; and installing interior ducting throughout as needed
Plumbing system replacement including all new plumbing piping, fixtures, etc.,
throughout the building
Security system installation including building-wide security cameras and other
security equipment as needed
Audio visual systems and equipment throughout including permanently installed
projectors, speakers, and wireless connection control touchpads
Sound abatement materials including hanging acoustic cloud systems on the
main floor in classroom areas and additional sound abatement materials the
basement as needed
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Interior
Rehabilitation
Abatement of hazardous materials and selective demolition as needed
throughout, including non-historic walls, dropped ceilings, and flooring
Flooring rehabilitation throughout including repairing and refinishing original
terrazzo floors near the entrance; sanding and refinishing the existing maple
hardwood flooring; leveling and polishing concrete flooring surfaces
Full interior framing and insulation throughout building as per design
drawings for adaptive use as multi-use art and cultural spaces
Install new interior finishes throughout interior including drywall; drop ceilings;
trim; casework; cabinetry; interior doors and hardware; and paint
Restroom additions (two gender specific bathrooms and one gender neutral
bathroom on the main floor and two gender-neutral bathrooms in the basement)
including wall finishes, floor finishes, and fixtures as needed
Kitchen/café addition including installing all new appliances, fixtures, cabinetry,
wall finishes, and floor finishes as needed
Repair historic wood plank ceilings which will remain exposed as a
historic feature in the main gallery and gathering areas; add additional wood
planks to fill in any missing areas continuous to existing
Reuse original marble wainscot from Post Office as a feature in the café area
adjacent to the lobby
CERTIFICATION
The Grantee, by its signature, certifies that the Project Scope of Work set forth above has been
reviewed and approved by the Grantee’s governing body or board of directors, as applicable, as of the
date written below. The Grantee shall make all plans and documents funded in whole or in part by this
contract available to the Agency upon reasonable request.
Nancy Backus, Mayor
City of Auburn
Date
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CONTRACT #: 25-16
ATTACHMENT C
PURPOSE OF PROJECT
PURPOSE OF PROJECT
This project will support the Grantee in rehabilitating the historic Auburn U.S. Post Office building into
the Postmark Center for the Arts which will provide public access to history as well as the increased
community programming.
Public access to history will include permanent exterior interpretive signage describing the historical
value of the building. Signage will also include information about the building’s historic features, such as
the original terrazzo tile and wood flooring, original arched wood windows and entry doors, marble
cladding on the wall, historic skylight, postmaster’s vault, the building’s cornerstone, and cupola with
weathervane. All signage will be created in partnership with the White River Valley Museum.
In partnership with the White River Valley Museum, the Grantee will create a curated resource for the
public which will include reprints of the photo and newspaper items related to the 1937 U.S. Post
Office; interpretation of the building's changes and uses over time; and other relevant information
regarding interior and exterior historical features. This resource will be available onsite in a permanent
"notebook" as well as on the Grantee’s website. The Grantee will post QR codes throughout the site
that will link the public to electronic information about the site.
The Grantee will further promote history and heritage through this project by providing free meeting
spaces to local heritage organizations such as the White River Valley Museum, genealogical societies,
SoCo Culture, and King County Landmarks and Preservation.
CERTIFICATION
The Grantee, by its signature, certifies that the express purpose of the grant as described in Purpose of
Project set forth above has been reviewed and approved by the Grantee’s governing body or board of
directors, as applicable, as of the date written below.
Nancy Backus, Mayor
City of Auburn
Date
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9/27/2023
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CONTRACT #: 25-16
ATTACHMENT D
PROJECT BUDGET
Cost Category
Grantee Cost
Share Cash
Match
Grantee Cost
Share In-Kind HCP Grant Funds
Construction and Rehabilitation $2,423,160.00 $0.00 $855,060.00
Design and Pre-Construction $320,000.00 $0.00 $113,000.00
Property Acquisition $0.00 $0.00 $0.00
Cost Share Subtotal $2,743,160.00 $ 0.00
Reimbursable Amount Subtotal $968,060.00
HCP Admin $29,940.00
Total Project Cost $3,741,160.00
Percentages 73.3% 0.0% 26.7%
CERTIFICATION
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 written
below, and that the total Grantee cost share required for the project shall be received and expended by
June 30, 2025.
Nancy Backus, Mayor
City of Auburn
Date
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CONTRACT #: 25-16
ATTACHMENT E
SOURCE OF AVAILABLE FUNDS
Source Type of Funds Year Amount
4Culture (Building for Culture) Grants 2017 $200,000.00
4Culture (Preservation Special
Projects)
Grants 2017 $10,000.00
4Culture (Arts Facilities Grant) Grants 2019 $90,000.00
4Culture (Landmarks Capital) Grants 2018 $10,000.00
4Culture Building for Equity Arts
Facilities Grant
Grants 2020 $50,000.00
4Culture (Landmarks Capital) Grants 2020 $23,000.00
4Culture (Preservation Emergency
and Unforseen)
Grants 2020 $10,000.00
4Culture (Landmarks Capital) Grants 2020 $30,000.00
Multicare Grants 2020 $14,850.00
City of Auburn Capital Facility
Funds
Other Earned Income $1,873,950.00
City of Auburn Facility Funding
(HVAC)
Other Earned Income 2021 $140,360.00
4Culture (Cultural Facilities) Grants 2022 $28,000.00
City of Auburn Facility Funding
(ROOF)
Other Earned Income 2020 $150,000.00
City of Auburn General Fund Other Earned Income 2022 $141,000.00
Type of Funds Amount
Available Cash Cost Share $2,771,160.00
Available In-Kind Cost Share $0.00
Subtotal of all Non-State Funding $2,771,160.00
Grant Funds (Legislative Appropriation) $998,000.00
Total Project Funds Available $3,769,160.00
CERTIFICATION
The Grantee certifies the Source of Available Funds have been reviewed and approved by the Grantee’s
governing body or board of directors as of the date of last contract signature.
By so doing, the Grantee certifies that 100% of these funds are in hand by the execution date of this
Contract. All match funds are committed in writing from respective sources and are available, and will
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remain committed and available solely and specifically for carrying out the project as described in this
Contract. Cash match and in-kind match funds are regarded as funds restricted for use solely for the
contract project purposes and are committed as such in the Grantee’s accounting.
The Grantee shall maintain records sufficient to evidence that it has expended or has access to the
committed funds, and shall make such records available for the Agency’s review upon request.
Nancy Backus, Mayor
City of Auburn
Date
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CONTRACT #: 25-16
ATTACHMENT F
CERTIFICATION OF AGREEMENT TO FOLLOW ALL LAWS
CERTIFICATION
The Grantee, by its contract signature, certifies that it shall be aware of and comply with all applicable
and current federal, state, and local laws, regulations, policies, as now or hereinafter amended
including, but not limited to those related to:
• Governor’s Executive Order 21-02 (regarding prior preservation review and ongoing
consultation by the state and concerned tribes for any capital projects or land acquisition
projects for the purpose of capital construction)
• Prevailing Wage Law - RCW 39.12
• Hazardous Substances - RCW 70.105D
• Industrial Insurance - RCW 51
• Washington Law Against Discrimination - RCW 49.60
• Americans with Disabilities Act - 42.U.S.C. 12101 et. esq.
• High Performance Public Buildings (LEED) - RCW 39.35D
• Greenhouse Gas Emissions - RCW 70.235
Nancy Backus, Mayor
City of Auburn
Date
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CONTRACT #: 25-16
ATTACHMENT G
PROPERTY PARCEL NUMBER(S) AND LEGAL DESCRIPTION(S)
Name: Auburn Arts & Culture Center
Permanent Address: 20 Auburn Avenue, Auburn, King, 98002
Historic Designation (if applicable):
Washington State Legislative District #: 47
GPS Coordinates: 47.30801 N, 122.22792 W
Parcel #: 048300-0090
Legal Description: BALLARDS COMMERCIAL ADD TO AUBURN & VAC ALLEY INCL
CERTIFICATION
The Grantee, by its signature, certifies that the information set forth above, including property parcel
number(s) and legal description(s), have been reviewed and approved by the Grantee’s governing body
or board of directors, as applicable, as of the date of last contract signature.
Nancy Backus, Mayor
City of Auburn
Date
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CONTRACT #: 25-16
ATTACHMENT H
LEASES, CONTRACTS, AND AGREEMENTS
Document Title Parties Date of
Execution
Date of
Expiration Recorded In
N/A
CERTIFICATION
The Grantee, by its signature, certifies that the leases, contracts and agreements as described in the
grant application and defined above have been reviewed and approved by the Grantee’s governing
body or board of directors, as applicable, as of the date written below.
The Grantee also certifies that it has read and understands its obligation to hold the property for 13
years from the date of contract completion and to use the property for the express purposes of the
grant as set forth in this Contract. The Grantee further certifies that it shall provide the Agency with
notice of any and all modifications or additions to all leases, contracts and agreements made during the
Contract Period of Performance or during the thirteen years following Grantee’s completion of the
project.
Nancy Backus, Mayor
City of Auburn
Date
DocuSign Envelope ID: 51A12E3A-C179-4A04-9F42-A7646ED18B5C
9/27/2023