Executing contract to fund new reservoir for Vader-Enchanted Valley Water System with Department of Commerce. BEFORE THE BOARD OF COUNTY COMMISSIONERS
OF LEWIS COUNTY, WASHINGTON
IN THE MATTER OF: )
Executing a Contract with the State Department )
of Commerce for a Vader-Enchanted Valley ) RESOLUTION NO. 15-
Water System Reservoir )
WHEREAS, RCW 36.01.010 allows counties to contract as may be necessary
within their administrative powers; and
WHEREAS, the State Department of Commerce (Commerce) will provide
$717,000 through their Community Development Block Grant (CDBG) General Purpose
program to Lewis County Department of Public Works for construction of a new water
reservoir for the Vader-Enchanted Valley Water System; and
WHEREAS, the Board of County Commissioners (BOCC) has reviewed Grant
Contract No. 15-62210-026 (attached as Exhibit A) for $717,000; and
WHEREAS, it appears to be in the best public interest to authorize the execution
of the contract with Commerce to ensure adequate potable water capacity for the
Vader-Enchanted Valley Water System.
NOW THEREFORE BE IT RESOLVED that the BOCC has approved and
authorized the Director of Public Works to sign and execute Contract No. 15-62210-026
according to the scope required under the Commerce Contract.
DONE IN OPEN SESSION this 23rd day of November 2015.
APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS
Jonat .n . M-gpr, Prosecuting Attorney LEWIS COUNTY, WA HINGTON
.i �. �:� \ .irk ._+
By. Civil -• ty !o o Edna J. Fu :, Ch." �
• kid C}�, _
e
ATT:ST: e�;0 6 P. Schulte, ice Chair
,arri Muir, CMC, Clerk of the Lewis County Gary Stamper, Commissioner
Board of County Commissioners
Resolution No. 15- 361
EXHIBIT A — Commerce Contract No. 15-62210-026
r» ii 9
STATE OF WASHINGTON
DEPARTMENT OF COMMERCE
1011 Plum Street SE•PO Box 42525. Olympia, Washington 98504-2525• (360) 725-4000
www.commerce.wa.gov
November 4, 2015
Mr. Tim Elsea
Public Works Director
Lewis County
351 NW North Street
Chehalis, WA 98532
Dear Mr. Elsea:
Attached is Lewis County's 2015 CDBG General Purpose Grant Contract Number
15-62210-026 for new water reservoir construction for Vader/Enchanted Valley.
Please print two double-sided copies of the contract. Both copies must be signed and dated
with an original signature on the contract face sheet by the county official who is authorized
to enter into such agreements. Once signed and dated, these documents must be returned to
us. When they are signed by our agency representative we will return a fully executed copy
to you for your records.
If you have any questions about the grant contract please contact me at(360) 725-5020 or
laurie.dschaak@commerce.wa.gov.
Sincerely,
Xn61,11-4,14C--
Laurie Dschaak, Grant Specialist
Community Development Block Grant Program
Attachments
cc via email: Shirley Kook, Acting Utility Manager
Ap.„ 0
sir Department of Commerce
.r„,„" Innovation is in our nature.
Grant Contract with:
Lewis County
Through
General Purpose Grant
For:
New water reservoir construction for Vader/Enchanted Valley
Start date: 8/27/2015
Washington State Department of Commerce
www.COMMERCE.wa.gov
THIS PAGE INTENTIONALLY LEFT BLANK
2
TABLE OF CONTENTS
Face Sheet 1
Special Terms and Conditions 3
1. Definitions 3
2. Acknowledgement of Federal Funding 3
3. Acquisition and Disposition of Assets 3
4. Billing Procedures and Payment 3
5. Closeout 4
6. Compensation 4
7. Environmental Review 4
8. Grant Management 5
9. Historical or Cultural Artifacts 5
10. Insurance 5
11. Performance Reporting 6
12. Program Income 6
13. Subcontracts for Engineering Services 6
14. Order of Precedence 6
General Terms and Conditions 7
1. Definitions 7
2. Access to Data 7
3. Administrative Cost Allocation 7
4. Advance Payments Prohibited 7
5. All Writings Contained Herein 7
6. Amendments 8
7. Americans with Disabilities Act(ADA)of 1990, Public Law 101-336,
also referred to as the "ADA" 28 CFR Part 35 8
8. Assignment 8
9. Attorney's Fees 8
10. Audit 8
11. Certification Regarding Debarment, Suspension or ineligibility and
Voluntary Exclusion- Primary and Lower Tier Covered Transactions 9
12. Code Requirements 9
13. Confidentiality/Safeguarding of Information 9
14. Conflict of Interest 10
15. Copyright Provisions 10
16. Disputes 11
17. Duplicate Payment 11
18. Governing Law and Venue 11
19. Indemnification 11
20. Independent Capacity of the Contractor 11
21. Indirect Costs 12
22. Industrial Insurance Coverage 12
23. Laws 12
24. Licensing, Accreditation and Registration 14
25. Limitation of Authority
14
26. Noncompliance with Nondiscrimination Laws 14
II
27. Notification of Tenant Rights/Responsibilities 14
28. Political Activities 14
29. Prevailing Wage Law 14
30. Procurement Standards for Federally Funded Programs 14
31. Prohibition Against Payment of Bonus or Commission 15
32. Publicity 15
33. Recapture 15
34. Records Maintenance 15
35. Registration with Department of Revenue 15
36. Right of Inspection 16
37. Savings 16
38. Severability 16
39. Subgranting/Subcontracting 16
40. Survival 16
41. Taxes 16
42. Termination for Cause 16
43. Termination for Convenience 17
44. Termination Procedures 17
45. Waiver 17
Attachment A, Scope of Work and Budget
Attachment B, State and Federal Requirements and Assurances
Attachment C, Letter to Incur Costs (if applicable)
iii
FACE SHEET
Contract Number: 15-62210-026
Washington State Department of Commerce
Local Government Division
Community Development Block Grant(CDBG)Program
General Purpose Grant
1.Grantee 2.Grantee Doing Business As(optional)
Lewis County N/A
351 NW North Street
Chehalis,WA 98532
3.Grantee Representative 4.COMMERCE Representative
Shirley Kook,Acting Utility Manager Sheila Lee-Johnston,Project Manager PO Box 42525
Phone:(360)740-2759 Phone:(360)725-3009 1011 Plum Street S.E.
Fax:(360)740-1479 Fax: (360)586-8440 Olympia,WA 98504
Email:shirley.kook @lewiscountywa.gov Email:sheila.lee-johnston@commerce.wa.gov
5.Grant Amount 6.Funding Source 7.Start Date 8.End Date
$717,000 Federal: ® State:❑ Other:❑ N/A: ❑ 08/27/2015 01/31/2019
9.Federal Funds(as applicable) Federal Agency CFDA Number Indirect Rate(if
$717,000 U.S.Department of Housing and 14.228 applicable)
Urban Development(HUD) N/A
10.Tax ID# 11.SWV# 12.UBI# 13.DUNS#
91-6001351 0001232-18 N/A 07-927-2555
14.Grant Purpose
New water reservoir construction for Vader/Enchanted Valley. A full description of the project is in Attachment"A"Scope of
Work and Budget.
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 and Budget,Attachment`B"—State and
Federal Requirements and Assurances,Attachment"C"—Letter to Incur Costs(if applicable),and the following documents
incorporated herein by reference:Grantee's application for funding and the Community Development Block Grant policies and
procedures,prepared by Commerce.
FOR GRANTEE FOR COMMERCE
/�//
Mr.Tim Elsea,Pub"Work I irector Mark K.Barkley,Assistant Director
Lewis County Local Government Division
//4//-..3
Date Date
APPROVED AS TO FORM ONLY
Sandra C.Adix,Assistant Attorney General(Signature on File)
Date:June 18,2015
1
THIS PAGE INTENTIONALLY LEFT BLANK
2
SPECIAL TERMS AND CONDITIONS
COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
1. DEFINITIONS
A. "Contractor"and"Grantee" in this Grant, and the term "subrecipient"found in the federal
Community Development Block Grant(CDBG)rules and regulations, shall mean the same.
B. "Low-and moderate-income"shall mean a household income equal to or less than 80 percent of
area median income adjusted by family size.
2. ACKNOWLEDGEMENT OF FEDERAL FUNDING
Federal Award Identification Number(FAIN): B-15-DC-53-001
Total amount of federal award B-15-DC-53-001 to Commerce: $10,978,714
Total amount of B-15-DC-53-001 awarded to Grantee under this Grant is set forth in the Face
Sheet at#5, Grant Amount.
Federal Award Date: To be determined.
Awarding Federal official: To be determined.
Federal Award Date and Awarding Federal Official will be stated in a cover letter from
Commerce that will accompany a copy of the fully executed Grant provided to Grantee.
Funds distributed through this Grant are subject to CDBG regulations in 24 CFR Part 570.
The Grantee agrees that any publications(written, visual, or sound)but excluding press releases,
newsletters, and issue analyses, issued by the Grantee describing programs or projects funded in
whole or in part with federal funds under this Grant, shall contain the following statements:
"This project was supported by Grant No. B-15-DC-53-001 awarded by the U.S. Department
of Housing and Urban Development(HUD). Points of view in this document are those of the
author and do not necessarily represent the official position or policies of HUD. Grant funds
are administered by the Community Development Block Grant Program,Washington State
Department of Commerce."
3. ACQUISITION AND DISPOSITION OF ASSETS
The Grantee will account for any tangible personal property acquired or improved with this Grant.
The use and disposition of real property and equipment under this Grant will be in compliance with
the requirements of all applicable federal law and regulation, including but not limited to 24 CFR Part
84 and 24 CFR Part 570.489,570.502,570.503,570.504, and 570.505 as applicable, which include but
are not limited to the following:
Real property that was acquired or improved, in whole or in part, with funds under this Grant in
excess of$25,000 shall be used to meet one of the CDBG national objectives for ten (10)years after
the Grant is closed. Any exception must be made with COMMERCE approval and the Grantee will
be responsible to pay COMMERCE an amount equal to the current fair market value of the property
less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of or
improvement to the property. Such payment from the disposition of real property acquired with this
Grant within ten(10)years of closeout of the Grant shall be treated as CDBG Program Income.
In cases in which equipment acquired in whole or in part with funds under this Grant is sold, the
proceeds will be CDBG Program Income.
4. BILLING PROCEDURES AND PAYMENT
COMMERCE will pay Grantee upon acceptance of work provided and receipt of properly completed
invoices, which shall be submitted to the COMMERCE Representative on a Washington State Invoice
Voucher form not more than monthly.
The invoices shall describe and document, to COMMERCE's satisfaction, a description of the work
performed, the progress of the project, and fees. The invoice shall include the Contract Number
identified on the Face Sheet of this Grant. If expenses are invoiced, provide a detailed breakdown of
each type. A receipt must accompany any single expenses in the amount of$50.00 or more in order
to receive reimbursement.
3
Payment shall be considered timely if made by COMMERCE within thirty(30)calendar days after
receipt of properly completed invoices. Payment shall be sent to the address designated by the
Grantee.
COMMERCE may, in its sole discretion, terminate the Grant or withhold payments claimed by the
Grantee for services rendered if the Grantee fails to satisfactorily comply with any term or condition of
this Grant, including completion of the Environmental Review and the release of funds(if applicable).
No payments in advance or in anticipation of services or supplies to be provided under this Grant
shall be made by COMMERCE.
COMMERCE shall not release the final five(5)percent of the total grant amount until acceptance by
COMMERCE of project completion.
5. CLOSEOUT
COMMERCE will advise the Grantee to initiate closeout procedures when there are no impediments
to closing and the following criteria have been met or soon will be met:
A. All costs have been incurred with the exception of closeout costs and any unsettled third-party
claims against the Grantee. Costs are incurred when goods and services are received or contract
work is performed.
B. The Grantee has held a public hearing to review program performance.
C. The Grantee has submitted the final Closeout Performance Report. Failure to submit a report will
not preclude COMMERCE from effecting closeout if it is deemed to be in the state's interest.Any
excess grant amount in the Grantee's possession shall be returned in the event of failure to finish
or update the report.
D. Other responsibilities of the Grantee under this Grant and applicable laws and regulations appear
to have been carried out satisfactorily or there is no further state interest in keeping this Grant
open for the purpose of securing performance.
6. COMPENSATION
COMMERCE shall pay an amount not to exceed the amount identified on the Face Sheet of this
Grant for the performance of all things necessary for or incidental to the performance of work as set
forth in Attachment A, Scope of Work and Budget incorporated herein, and by reference the
Grantee's application for funding.
Grantee shall receive reimbursement for travel and other expenses as authorized in advance by
COMMERCE as reimbursable. Grantee shall receive compensation for travel expenses at current
state travel reimbursement rates
7. ENVIRONMENTAL REVIEW
General Purpose, Housing Enhancement,and Economic Opportunity Grants
Funding in excess of the amount stipulated in Attachment C, Letter to Incur Costs, shall not be
released to a Grantee by COMMERCE until the following conditions implementing 24 CFR part 58
are met:
A. The Grantee must complete an environmental review of the project and make a finding of
environmental impact.A notice of this finding must be published along with a notice of the
Grantee's intent to request release of funds for the project unless the project is exempt from the
publication requirements as described. The Grantee must allow a seven (7)or fifteen (15)day
period for public review and comment following publication of the notices unless exempt under
the National Environmental Policy Act(NEPA)and the Washington State Environmental Policy
Act(SEPA).When this review and comment period expires,the Grantee may, after considering
any comments received, submit a request for release of funds to COMMERCE. Upon receipt of
the request, COMMERCE must allow a fifteen (15)day period for public review and comment.
When COMMERCE's public review and comment period expires, COMMERCE may, after
considering any comments received,formally notify the Grantee in writing of the release of
federal funds for the project.
B. This special condition is satisfied when the Grantee completes the environmental review and
request for release of funds from COMMERCE. The special condition is effectively removed on
the date COMMERCE provides the Grantee with written notice of release of funds.
4
Imminent Threat Grants
Funding shall not be released to an Imminent Threat grant recipient until the following conditions are
met: The Grantee assures that assisted activities are for temporary or permanent improvements
limited to the protection, repair or arrest of imminent threats to public health and safety or physical
deterioration. The Grantee further assures that assisted activities will result in either no change or
minimal change in the environmental conditions that existed prior to the emergency. In addition, the
Grantee assures it will document, in writing, its determination that each activity or project is exempt
and meets the conditions specified for such exemption under Section 58.34 of 24 CFR,
Environmental Review Procedures, for Title I CDBG Programs. In cases where Grantees must take
action immediately, or within a time too short to allow full SEPA compliance, to avoid an imminent
threat to public health or safety, to prevent an imminent danger to public or private property, or to
prevent an immediate threat of serious environmental degradation, such actions are exempt from
SEPA pursuant to WAC 197-11-880.
Planning-Only and Public Services Grants
Funding shall not be released to a Planning-Only or Public Services Grant recipient until the following
conditions are met: The Grantee assures that assisted activities are exempt under NEPA(24 CFR
58.34)and categorically exempt under SEPA(RCW 43.21C.110). The Grantee further assures that
the activities do not come under the purview of any other federal, state, and known local
environmental laws, statutes, regulations or executive orders. In addition, the Grantee assures it will
document, in writing, its determination that each activity or project is exempt and meets the conditions
specified for such exemption under(NEPA)24 CFR 58.34(3)(for Planning-Only)or 58.34(4)(for
Public Services)and(SEPA)WAC 197-11-800 (for Planning-Only)or WAC 197-11-305(for Public
Services).
8. GRANT MANAGEMENT
The Representative and contact information identified on the Face Sheet of this Grant 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.
9. HISTORICAL OR CULTURAL ARTIFACTS, HUMAN REMAINS
In the event that historical or cultural artifacts are discovered at the project site during construction or
rehabilitation, the Grantee shall immediately stop construction and notify the local historical
preservation officer and the state historic preservation officer at the Department of Archaeology and
Historic Preservation(DAHP)at(360)586-3065. If human remains are discovered, the Grantee shall
stop work, report the presence and location of the remains to the coroner and local law enforcement
immediately, and contact DAHP and the concerned tribe's cultural staff or committee.
10. INSURANCE
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:
i. Governmental Accounting Standards Board (GASB),
ii. Financial Accounting Standards Board(FASB), and
iii. The Washington State Auditor's annual instructions for financial reporting.
Grantees 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.
Unemployment and Industrial Insurance. The Grantee shall be in full compliance with all state
unemployment and industrial insurance laws while performing work under this Contract. Commerce
will not be responsible for payment of industrial insurance premiums or for any other claim or benefit
for the Grantee, or any subcontractor or employee of the Grantee, which might arise under the
industrial insurance laws during performance of this Contract.
Protection of Proiect Property, Grantee's Assumption of Risk. The Grantee shall continuously
maintain adequate protection of all the project work from damage and shall protect the property from
injury or loss arising in connection with this Contract. The entire work of the Grantee shall be at the
sole risk of the Grantee. The Grantee may elect to secure fire, extended coverage, and vandalism
5
insurance or all-risk insurance to cover the project work during the course of construction.The
Grantee shall take all necessary precautions for the safety of its employees working on the project,
and shall comply with all applicable provisions of federal, state, and local safety laws and building
codes to prevent accidents or injuries to persons, on, about, or adjacent to the premises where the
work is being performed.
11. PERFORMANCE REPORTING
The Grantee, at such times and in such forms as COMMERCE may require, shall furnish periodic
progress and performance reports pertaining to the activities undertaken pursuant to this Contract.
These reports may include environmental review records, publication affidavits, procurement and
contracting records, documentation of compliance with federal civil rights requirements,job creation
records, program income reports, reports of the costs and obligations incurred in connection
therewith, the final closeout report, and any other matters covered by this Contract. Activities funded
by this Contract providing income-qualified direct assistance or direct services under the limited
clientele, housing, or job creation CDBG National Objectives, must submit quarterly beneficiary
reports as furnished by COMMERCE. Failure to submit these reports may result in COMMERCE
withholding payment or terminating this Contract.
12. PROGRAM INCOME
Program income, as defined in 24 CFR 570.489(e), retains federal identity and will be used before
drawing additional CDBG funds to complete activities included in the Scope of Work and Budget.The
Grantee must maintain records of program income received and expended, and annually report
program income received after closeout of this Grant. Program Income shall be used to continue the
same activities to benefit low-and moderate-income persons or, with COMMERCE approval,for
other activities to benefit low-and moderate-income persons. Interest earned in excess of$100 on
CDBG funds received to reimburse incurred costs must be remitted to COMMERCE for return to the
U.S.Treasury.
13. SUBCONTRACTS FOR ENGINEERING SERVICES
Engineering firms must certify that they are authorized to do business in the state of Washington and
are in full compliance with the requirements of the Board of Professional Registration.The Grantee
shall require that engineering services providers be covered by errors and omissions insurance.The
engineering firm shall maintain minimum limits of no less than $1,000,000 per occurrence to cover all
activities by the engineering firm and licensed staff employed or under contract to the engineering
firm. The state of Washington, its agents, officers, and employees need not be named as additional
insureds under this policy.
14. 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 and Budget
• Grantee's application for funding and the Community Development Block Grant policies and
procedures, prepared by Commerce as incorporated by reference on the Face Sheet
6
GENERAL TERMS AND CONDITIONS
COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
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"or"Agreement"means the entire written agreement between COMMERCE and the Grantee,
including any Exhibits, documents, or materials incorporated by reference. E-mail or Facsimile
transmission of a signed copy of this contract shall be the same as delivery of an original.
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. "Modified Total Direct Costs(MTDC"shall mean all direct salaries and wages, applicable fringe benefits, materials
and supplies, services, travel, and up to the first$25,000 of each subaward(regardless of the period of
performance of the subawards under the award). MTDC excludes equipment, capital expenditures, charges for
patient care, rental costs, tuition remission, scholarships and fellowships, participant support costs and the portion
of each subaward in excess of$25,000.
F. "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.
G. "State"shall mean the state of Washington.
H. "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.
I. "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.
J. "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. ADMINISTRATIVE COST ALLOCATION
Administrative costs that may be allowed are set forth in the Special Terms and Conditions. Administrative services
shared by other programs shall be assigned to this Grant based on an allocation plan that reflects allowable
administrative costs that support services provided under each Grant administered by the Grantee. An approved
current federal indirect cost rate may be applied up to the maximum administrative budget allowed.
4. 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.
5. 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.
7
6. 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.
7. 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.
8. 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.
9. ATTORNEY'S 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 attorney's fees and costs.
10. AUDIT
A. General Requirements
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
Subgrantee/subcontractors also maintain auditable records.
The Grantee is responsible for any audit exceptions incurred by its own organization or that of its
Subgrantee/subcontractors.
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. Federal Funds Requirements—2 CFR Part 200
Grantees expending $750,000 or more in a fiscal year(that begins after December 26, 2014)in federal funds
from all sources, direct and indirect, are required to have an audit conducted in accordance with 2 CFR Part 200
Subpart F. For fiscal years beginning prior to December 26, 2014, Grantees are required to have an audit
conducted in accordance with Federal audit requirements.When state funds are also to be paid under this
Agreement a Schedule of State Financial Assistance as well as the required schedule of Federal Expenditure
must be included. Both schedules include:
Grantor agency name
Federal agency
Federal program name
Other identifying contract numbers
Catalog of Federal Domestic Assistance(CFDA)number(if applicable)
Grantor contract number
Total award amount including amendments(total grant award)
Current year expenditures
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 in
accordance with 2 CFR Part 200.
The Grantee shall include the above audit requirements in any subgrants/subcontracts.
In any case, the Grantee's financial records must be available for review by COMMERCE.
C. Documentation Requirements
The Grantee must send a copy of any required audit Reporting Package as described in 2 CFR, Part 200 no later
than nine (9)months after the end of the Grantee's fiscal year(s)by sending a scanned copy to
auditreviewecommerce.wa.gov or a hard copy to:
8
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.
• Copy of the Management Letter.
11. CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY AND VOLUNTARY
EXCLUSION—PRIMARY AND LOWER TIER COVERED TRANSACTIONS
A. Grantee, defined as the primary participant and it principals, certifies by signing these General Terms and
Conditions that to the best of its knowledge and belief that they:
1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from covered transactions by any Federal department or agency.
2. Have not within a three-year period preceding this Grant, been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or
State antitrust statutes or commission of embezzlement, theft, forgery, bribery,falsification or destruction
of records, making false statements, tax evasion, receiving stolen property, making false claims, or
obstruction of justice;
3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity(Federal,
State, or local)with commission of any of the offenses enumerated in paragraph (1)(b)of federal
Executive Order 12549; and
4. Have not within a three-year period preceding the signing of this Grant had one or more public
transactions(Federal, State, or local)terminated for cause of default.
B. Where the Grantee is unable to certify to any of the statements in this Grant, the Grantee shall attach an
explanation to this Grant.
C. The Grantee agrees by signing this Grant that it shall not knowingly enter into any lower tier covered transaction
with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this
covered transaction, unless authorized by COMMERCE.
D. The Grantee further agrees by signing this Grant that it will include the clause titled "Certification Regarding
Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction,"as follows,
without modification, in all lower tier covered transactions and in all solicitations for lower tier covered
transactions:
LOWER TIER COVERED TRANSACTIONS
a) The lower tier Grantee certifies, by signing this Grant that neither it nor its principals is presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this
transaction by any Federal department or agency.
b) Where the lower tier Grantee is unable to certify to any of the statements in this Grant, such contractor shall
attach an explanation to this Grant.
E. The terms covered transaction,debarred, suspended, ineligible, lower tier covered transaction, person,
primary covered transaction, principal,and voluntarily excluded, as used in this section, have the meanings
set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may
contact COMMERCE for assistance in obtaining a copy of these regulations.
12. CODE REQUIREMENTS
All construction and rehabilitation projects must satisfy the requirements of applicable local, state, and federal
building, mechanical, plumbing,fire, energy and barrier-free codes. Compliance with the Americans with Disabilities
Act of 1990 28 C.F.R. Part 35 will be required, as specified by the local building Department.
13. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
A. "Confidential Information"as used in this section includes:
9
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).
1. 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.
2. 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.
14. 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 Grant if it is found after due notice and examination by
COMMERCE that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute
involving the Grantee in the procurement of,or performance under this Grant.
Specific restrictions apply to contracting with current or former state employees pursuant to Chapter 42.52 RCW. The
Grantee and their subgrantee(s) must identify any state of Washington employees or former state employees
employed or former state employees employed on the firm's governing board during the past 24 months. Identify the
individual by name, the agency previously or currently employed by,job title or position held, and separation date. If
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 Grant 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 Grant 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 Grant.
15. 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
10
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.
16. 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.
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.
17. 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.
18. 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.
19. 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 Grant. "Claim"as used in
this Grant, means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorney's
fees, attributable for bodily injury, sickness, disease, or death, or injury to or the destruction of tangible property
including loss of use resulting therefrom.
The Grantee's obligation to indemnify, defend, and hold harmless includes any claim by Grantee's agents,
employees, representatives, or any subgrantee/subcontractor or its employees.
Grantee expressly agrees to indemnify, defend, and hold harmless the State for any claim arising out of or incident to
Grantee's or any subgrantee's/subcontractor's performance or failure to perform the Grant. Grantee's obligation to
indemnify, defend, and hold harmless the State shall not be eliminated or reduced by any actual or alleged concurrent
negligence of State or its agents, agencies, employees and officials.
The Grantee waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold
harmless the state and its agencies, officers, agents or employees.
20. INDEPENDENT CAPACITY OF THE CONTRACTOR
The parties intend that an independent contractor relationship will be created by this Grant. The Grantee and its
employees or agents performing under this Grant 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.
11
INDIRECT COSTS
The Grantee shall provide their indirect cost rate that has been negotiated between their entity and the Federal
Government. If no such rate exists a de minimis indirect cost rate of 10%of modified total direct costs (MTDC)will be
used.
21. INDUSTRIAL INSURANCE COVERAGE
The Grantee shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the Grantee fails to
provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be
required by law, COMMERCE may collect from the Grantee the full amount payable to the Industrial Insurance
Accident Fund. COMMERCE may deduct the amount owed by the Grantee to the accident fund from the amount
payable to the Grantee by COMMERCE under this Grant, 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.
22. LAWS
The Grantee shall comply with all applicable laws, ordinances, codes, regulations, and policies of local, state, and
federal governments, as now or hereafter amended, including, but not limited to:
United States Laws, Regulations and Circulars(Federal)
A. Audits
• 2 CFR Part 200.
B. Environmental Protection and Review
• Coastal Barrier Resources Act of 1982, 16 U.S.C. 3501 et seq.
• HUD's implementing regulations at 24 CFR parts 50 or 58, as appropriate.
• Lead Based Paint Poisoning Prevention Act, 42 U.S.C. 4821-4846 also 24 CFR 982.401(j).
• National Environmental Policy Act of 1969,42 U.S.C. 4321 et seq. and the Implementing Regulations of 24
CFR 58(HUD)and 40 CFR 1500-1508(Council on Environmental Quality).
• Residential Lead-Based Paint Hazard Reduction Act of 1992, 42 USC 4851-4856.
C. Flood Plains
• Flood Disaster Protection Act of 1973, 42 USC 4001-4128.
D. Labor and Safety Standards
• Convict Labor, 18 U.S.C. 751, 752, 4081,4082.
• Davis Bacon Act,40 U.S.C. 276a-276a-5.
• Drug-Free Workplace Act of 1988,41 USC 701 et seq.
• Federal Fair Labor Standards Act, 29 U.S.C. 201 et seq.
• Title IV of the Lead Based Paint Poisoning Prevention Act, 42 U.S.0 4831, 24 CFR Part 35.
• Work Hours and Safety Act of 1962, 40 U.S.C. 327-330 and Department of Labor Regulations, 29 CFR Part 5.
E. Laws against Discrimination
• Age Discrimination Act of 1975, Public Law 94-135, 42 U.S.C. 6101-07, 45 CFR Part 90 Nondiscrimination in
Federally Assisted Programs.
• Americans with Disabilities Act of 1990,Public Law 101-336.
• Employment under Federal Contracts, Rehabilitation Act of 1973, Section 503,29 U.S.C.793.
• Equal Employment Opportunity, Executive Order 11246, as amended by Executive Order 11375 and
supplemented in U.S. Department of Labor Regulations,41 CFR Chapter 60.
• Executive Order 11246, as amended by EO 11375, 11478, 12086 and 12102.
• Fair Housing Act(42 U.S.C. 3601-19)and implementing regulations at 24 CFR part 100.
• Section 504 of the Rehabilitation Act of 1973 and implementing regulations at 24 CFR part 8.
• Fair Housing, Title VIII of the Civil Rights Act of 1968, Public Law 90-284, 42 U.S.C. 3601-19.
• Minority Business Enterprises, Executive Order 11625, 15 U.S.C. 631.
• Minority Business Enterprise Development, Executive Order 12432, 48 FR 32551.
• Nondiscrimination and Equal Opportunity, 24 CFR 5.105(a).
• Nondiscrimination in benefits,Title VI of the Civil Rights Act of 1964, Public Law 88-352, 42 U.S.C. 2002d et
seq, 24 CFR Part 1.
• Nondiscrimination in employment,Title VII of the Civil Rights Act of 1964, Public Law 88-352.
• Section 3, Housing and Urban Development Act of 1968, 12 USC 1701u (See 24 CFR 570.607(b)).
12
F. Office of Management and Budget Circulars
• 2 CFR
G. Other
• Anti-Kickback Act, 18 U.S.C. 874; 40 U.S.C. 276b, 276c; 41 U.S.C. 51-54.
• Governmental Guidance for New Restrictions on Lobbying; Interim Final Guidance, Federal Register 1, Vol.
54, No. 243\Wednesday, December 20, 1989.
• Hatch Political Activity Act, 5 U.S.C. 1501-8.
• Lobbying and Disclosure, 42 USC 3537a and 3545 and 31 USC 1352. (Byrd Anti-Lobbying Amendment). 31
U.S.C. 1352 provides that Grantees who apply or bid for an award of$100,000 or more must file the required
certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to
pay any person or organization for influencing or attempting to influence an officer or employee of any
agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress
in connection with obtaining any Federal contract, grant or other award covered by 31 U.S.C. 1352. Each tier
must disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal
award. Such disclosures are forwarded from tier to tier up to the recipient.
• Non-Supplanting Federal Funds.
H. Privacy
• Privacy Act of 1974, 5 U.S.C. 552a.
I. Relocation
• Uniform Relocation Assistance and Real Property Acquisition Policy Act of 1970 and implementing regulations
at 49 CFR part 24.
• Section 104(d)of the Housing and Community Development Act of 1974 and the implementing regulations at
24 CFR part 570.
Washington State Laws and Regulations
A. Affirmative action, RCW 41.06.020(1).
B. Boards of directors or officers of non-profit corporations—Liability-Limitations, RCW 4.24.264.
C. Disclosure-campaign finances-lobbying, Chapter 42.17A RCW.
D. Discrimination-human rights commission, Chapter 49.60 RCW.
E. Ethics in public service, Chapter 42.52 RCW.
F. Housing assistance program, Chapter 43.185 RCW
G. Interlocal cooperation act, Chapter 39.34 RCW.
H. Noise control, Chapter 70.107 RCW.
I. Office of minority and women's business enterprises, Chapter 39.19 RCW and Chapter 326-02 WAC.
J. Open public meetings act,Chapter 42.30 RCW.
K. Prevailing wages on public works, Chapter 39.12 RCW.
L. Public records act,Chapter 42.56 RCW.
M. Relocation assistance-real property acquisition policy, Chapter 8.26 RCW.
N. Shoreline management act of 1971, Chapter 90.58 RCW.
O. State budgeting, accounting, and reporting system, Chapter 43.88 RCW.
P. State building code, Chapter 19.27 RCW and Energy-related building standards, Chapter 19.27A RCW, and
Provisions in buildings for aged and handicapped persons, Chapter 70.92 RCW.
Q. State Coastal Zone Management Program, Publication 01-06-003, Shorelands and Environmental Assistance
Program,Washington State Department of Ecology.
R. State environmental policy, Chapter 43.21 C RCW.
13
23. 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 Grant.
24. LIMITATION OF AUTHORITY
Only the Authorized Representative or the 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 Grant. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of
this Grant is not effective or binding unless made in writing and signed by the Agent
25. 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.
26. NOTIFICATION OF TENANT RIGHTS/RESPONSIBILITIES
The Grantee shall provide all tenants, if any, with information outlining tenant rights and responsibilities under the
Washington State Landlord Tenant laws, Title 59, Revised Code of Washington.
The Grantee shall also provide all occupants of property acquired with U.S. Department of Housing and Urban
Development(HUD)funds notice regarding their eligibility for relocation assistance. Such notices will be provided as
required by the Uniform Relocation Assistance and Real Property Acquisition Act of 1970, as amended and
referenced in 49 CFR part 24 and Section 104(d)of the Housing and Community Development Act of 1974, as
amended and referenced in 24 CFR 570 and noted in HUD's Handbook No. 1378. Notifications will include but not be
limited to:
• General Information Notice
• Notice of Displacement/Non-Displacement
27. 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.
28. PREVAILING WAGE LAW
The Grantee certifies that all contractors and subcontractors performing work on the project shall comply with state
Prevailing Wages on Public Works, Chapter 39.12 RCW, as applicable to the project funded by this Grant, 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.
29. PROCUREMENT STANDARDS FOR FEDERALLY FUNDED PROGRAMS
A Grantee which is a local government or Indian Tribal government must establish procurement policies and
procedures in accordance with 2 CFR Part 200, for all purchases funded by this Grant.
A Grantee which is a nonprofit organization shall establish procurement policies in accordance with 2 CFR Part 200,
for all purchases funded by this Grant.
The Grantee's procurement system should include at least the following:
1. A code or standard of conduct that shall govern the performance of its officers, employees, or agents
engaged in the awarding of contracts using federal funds.
2. Procedures that ensure all procurement transactions shall be conducted in a manner to provide,to the
maximum extent practical, open and free competition.
3. Minimum procedural requirements, as follows:
a. Follow a procedure to assure the avoidance of purchasing unnecessary or duplicative items.
14
b. Solicitations shall be based upon a clear and accurate description of the technical requirements of the
procured items.
c. Positive efforts shall be made to use small and minority-owned businesses.
d. The type of procuring instrument(fixed price, cost reimbursement)shall be determined by the Grantee,
but must be appropriate for the particular procurement and for promoting the best interest of the program
involved.
e. Contracts shall be made only with reasonable subgrantees/subcontractors who possess the potential
ability to perform successfully under the terms and conditions of the proposed procurement.
f. Some form of price or cost analysis should be performed in connection with every procurement action.
g. Procurement records and files for purchases shall include all of the following:
1) Contractor selection or rejection.
2) The basis for the cost or price.
3) Justification for lack of competitive bids if offers are not obtained.
h. A system for contract administration to ensure Grantee conformance with terms, conditions and
specifications of this Grant, and to ensure adequate and timely follow-up of all purchases.
4. Grantee and Subgrantee/subcontractor must receive prior approval from COMMERCE for using funds from
this Grant to enter into a sole source contract or a contract where only one bid or proposal is received when
value of this Grant is expected to exceed$5,000.
Prior approval requests shall include a copy of proposed contracts and any related procurement documents
and justification for non-competitive procurement, if applicable.
30. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION
The funds provided under this Grant shall not be used in payment of any bonus or commission for the purpose of
obtaining approval of the application for such funds or any other approval or concurrence under this Grant provided,
however, that reasonable fees or bona fide technical consultant, managerial, or other such services, other than actual
solicitation, are not hereby prohibited if otherwise eligible as project costs.
31. 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.
32. 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.
33. 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.
The 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.
34. REGISTRATION WITH DEPARTMENT OF REVENUE
If required by law, the Grantee shall complete registration with the Washington State Department of Revenue.
15
35. RIGHT OF INSPECTION
The Grantee shall provide right of access to its facilities to COMMERCE, or any of its officers, or to any other
authorized agent or official of the state of Washington or the federal government, at all reasonable times, in order to
monitor and evaluate performance, compliance, and/or quality assurance under this Grant.
36. 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.
37. 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.
38. SUBGRANTING/SUBCONTRACTING
The Grantee may only subcontract work contemplated under this Grant if it obtains the prior written approval of
COMMERCE.
If COMMERCE approves subcontracting, the Grantee shall maintain written procedures related to subcontracting, as
well as copies of all subcontracts and records related to subcontracts. For cause, COMMERCE in writing may: (a)
require the Grantee to amend its subcontracting procedures as they relate to this Grant; (b)prohibit the Grantee from
subcontracting with a particular person or entity; or(c)require the Grantee to rescind or amend a subcontract.
Every subcontract shall bind the Subgrantee to follow all applicable terms of this Grant. If any Subgrantee fails to
comply with any applicable term or condition of this Grant, including the Scope of Work and Budget in Attachment A,
the Grantee shall be responsible for completing the work itself, or contracting with another Subgrantee as approved
by COMMERCE. The Grantee shall appropriately monitor the activities of the Subgrantee to assure fiscal conditions
of this Grant. In no event shall the existence of a subcontract operate to release or reduce the liability of the Grantee
to COMMERCE for any breach in the performance of the Grantee's duties.
Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for claims or
damages arising from a Subgrantee's performance of the subcontract.
39. 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.
40. 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.
41. TERMINATION FOR CAUSE
In the event COMMERCE determines the Grantee has failed to comply with the conditions of this Grant in a timely
manner, COMMERCE has the right to suspend or terminate this Grant. Before suspending or terminating the Grant,
COMMERCE shall notify the Grantee in writing of the need to take corrective action. If corrective action is not taken
within 30 calendar days,the Grant may be terminated or suspended.
In the event of termination or suspension, the Grantee shall be liable for damages as authorized by law including, but
not limited to, any cost difference between the original Grant and the replacement or cover Grant and all
administrative costs directly related to the replacement Grant, e.g., cost of the competitive bidding, mailing,
advertising and staff time.
COMMERCE reserves the right to suspend all or part of the Grant, withhold further payments, or prohibit the Grantee
from incurring additional obligations of funds during investigation of the alleged compliance breach and pending
corrective action by the GRANTEE or a decision by COMMERCE to terminate the Grant. A termination shall be
deemed a"Termination for Convenience" if it is determined that the Grantee: (1)was not in default; or(2)failure to
perform was outside of his or her control,fault or negligence.
The rights and remedies of COMMERCE provided in this Grant are not exclusive and are, in addition to any other
rights and remedies, provided by law.
16
42. 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.
43. 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 Grant.
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 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 the 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.
44. 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.
17
THIS PAGE INTENTIONALLY LEFT BLANK
18
a)
Vi
)crs •- co
°. cn c R = `ate c. - -. , . E a U CS
o c a. c� p °�' -o x a.4. �°
.+ o 0 0 0
.. z. O 0. 0 x- } O a)cf,•
0 a) c 0 a y
Z o a'"i CO
•to= _ �» " a. 4"
i. — cl Cl,.=
5. 'j •— 01, ,�
s.. — ' ' o co
•30 s. O N N
O N
CL
ai
a) a) a) ,, 4 r -e O a
• C s. a•„ O cC
C1.'C O s. 7 aai 'C
•3 y x, $, U
/W �, 5, n 3 3 a, 3
V o o `n +� ¢ U
Q •z = O c o a) 'c v s8. c
Q O U C.y 0) c vi a G
M d c� cn •yC 0. U) a) 0
N a. 0 V) :3 o w C,
Q s 2 O A a) M m L. >, Q Y o 4.
s. ¢, 00 'a o v, vi .ti 8 N E
Z + C v to v o 6) c-
Q y d O O a5 C
Y >,w 'a) 3 2 •>1 3 i u) w 0.
a , �
CI C V) c a. v) > ° _ = o a) � W a)
W d V n C O ° U .
dJ cA o rO y
• o , o � d V co
�' � ¢ o 7 � � v
? o O
V
y o a, o j a :: v -o 0 U •> c c
N y C) .� cl, 4• ,.0 v 0. W O' a) ca
' `. p O. �. O Q MI = ~ Q as as 0, s s. c Q
m c a c O p o V m ° c a 3 - oo`° o °
13 o 3 a) 4+ U a) o bo a •- c aa)
o o •> o .0
o
o a a, o 0
V v -o a � a� � vow a Ea' oo o0
Q
a, 4, oo a, m 0 a �. a; > w o
0 o H � • °�' ° a?
~ V � o M w � � � � o � o ° oa -vQc
Q oo aoi : c 4 >a rn aoi o c o 0 o a o ,-
co -6- � � W W ECOUC1 U c40Ucn
,., c O = 'O al o ca
N a) "O y N • • Q. • • • ■ • • • • ■
s. et
c� ct
ctS 2 Ov c� •E C O a) C o
"0 cC o > -o a) "0 p o
cC a, c. 73
> = E� o 00Q
4.s.«t 0 CC ,,,"
+r ¢, a)
cC O = E d
flu tl U a) U •.F
U a) ,� py o c 0
en p aoi E
3 L 0 0 V CD 0
C
.1-1 rn 0 'F. F� Ems-- E m (7,1
0 c „, —, o �
c d >, o Q 0 o 0 o a c o CA
C ° c+, v) M $. y., C o •0. o o O .� U
O a 0 .n v °'N o -v ( C -1- ' .n M
A 0 As o U4 CD .. s.. a Q >, . o Q 3 CA
d 4= a •° '' `" ct w a• so, o U a) o C a' as
a) v, o . .... P. 2 v a) o a) 'd ¢ ° '>
mg o a, �° 0 �° 0 3 " 0 0 0yoj •U ct
4. o as U a) U `) < a, U
al a a) co co o
'�� t•'°" O
0 o b d 3 O O E U a) N
Cl; 0 'N
ct Q a) y bA
o U U M 0
p bUA> W O a UN Q y a), 0
++ •C U =
Mt 0
cet .0 0,,0" E .0 N O w 10 '5
O U cn s. C7 0 "CO ct to'v a c c c Q o -o a oo Y C ' o b w C C a c° •• 0
. °:
) � QcO d ) ° a cd U
0) v Q . a o U
y U 3 o
0 W 0 471 o o a -o U y a "° n CD CI 0 o ° 3 Z
a) N v a = 0 ° 3 a. o •Y ;� 0 o o �-
+; E .° a a, 0
^° 0 3 4; o Q- c o
H '� $ 0 o > a, • .i u o no �°
0 �+ o 0 ^c o •u ate) GZ 0 a) b U o U a .o •o O Q
Qii N _� o ro . L, >, a) 0 U v, Ts a) x a)
„,p n° -o x
O o as Y b = `' U a) >o a n a
0 o U -a cq ••• as '0 >, v; a, U
0
im o .O .� 0 3 > Y a) Y o o
rm , N-o ,: '” > a>i s.. >,d o ' ' c . o a_'-. a) c"
O a) E o 2 ,- a. �. �° a) v, 0 = o o, '- a) o o 5
Q \bA .-� U u•o `+-' .b a. v •ate'-+ `� - cc 2 a) rd ° y
W.r t C U 0 a) , ° 0 .U. s: b >, E C .s-• U o , (Kt C
V V .U. C = ao) .9 o v t*�_ s: v OU �O O c O C ° ° Q
CD
0 v 0 o O E cu ...-O C U = > ti o • a� Q L i 'O U
OL .0, •bA 0 > O 2 .b cn as O 9 z"'d 'O •O •0 ,, ,.o O r-' Q
C/D a] 0 ^' cC �.. `n a. ° as c U a) .0 ;-' c a) v, 44 C7 v.
a 1 UUL. ) w ,Un > c� s., U -o o i s, O 4, 3 O 'o O ,n Y
O e°� vU, '7, a' c ate) cl v p, o '' ° o a 0 a >' : 6. a) °
O O a) • a Q Q (I) > a= ) ,n U U ,� .o U a •`. 3 a) 0 Y E .0 0
N .t .0 �. -o a) C7 t U
j 3 > CI 0 0 = 0 E a- a E 0-� > •o' cam `" z to> 4-. E o°na 0 u o 0
U < cv P. UU ia. riUw �U4' .0Uv 2 < cza U c4 0UU Q v
0
r — p 0
O r ti
mQo
ti
a)
'a rA
0 U o •
o m E Q
U
c� 3 ° 0
-a a
m o E ~
ATTACHMENT B
STATE AND FEDERAL REQUIREMENTS AND ASSURANCES
In addition to laws listed in the general terms and conditions of this Grant, the Grantee assures
compliance with the following laws and regulations as they pertain to the local project. Contact
the CDBG program if you want assistance in obtaining a copy of any of these.
FEDERAL
A. HOUSING AND COMMUNITY DEVELOPMENT
1. Executive Order 11063, as amended by Executive Order 12259 (24 CFR Part 107).
2. The Housing and Community Development Act of 1974, as amended through 1992:
Sections 109; 104 (b) 4; 104 (d); and 104 (I), which prohibit discrimination and require
identification of housing and community development needs; a "residential anti-
displacement and relocation assistance plan"; and adoption and enforcement of policies
prohibiting the use of excessive force.
B. LABOR
1. Prohibition of Use of CDBG for Job-Pirating Activities, 24 CFR Part 570.482(f), revised June
2006.
C. ENVIRONMENTAL AND CULTURAL
1. The Clean Air Act, as amended, 42 U.S.C. 7401 et seq.
2. Executive Order 11990, May 24, 1977, as amended by Executive Order 11990: Protection
of Wetlands, 42 FR 26961 et seq.
3. The Wild and Scenic Rivers Act of 1968, as amended, 16 U.S.C. 1271 et seq.
4. Executive Order 11988, May 24, 1977: Floodplain Management and Wetland Protection, 42
FR 26951 et seq.
5. Coastal Zone Management Act of 1972, as amended, 16 U.S.C. 1451 et seq.
6. The Endangered Species Act of 1973, as amended, 16 U.S.C. 1531 et seq.
7. The Reservoir Salvage Act of 1960, as amended by the Archaeological and Historic
Preservation Act of 1974, 16 U.S.C.469 et seq.
8. The Safe Drinking Water Act of 1974, as amended, 42 U.S.C. 300f et seq., 21 U.S.C. 349,
as amended, and 40 CFR Part 149.
9. The Federal Water Pollution Control Act of 1972, as amended, including the Clean Water
Act of 1977, Public Law 92-212, 33 U.S.C. Section 1251 et seq.
10. The Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery
Act of 1976, 42 U.S.C. Section 6901 et seq.
11. The Fish and Wildlife Coordination Act of 1958, as amended, 16 U.S.C. Section 661 et seq.
12. The National Historic Preservation Act of 1966, 16 U.S.C. 470
13. The Archaeological and Historical Data Preservation Act of 1974, 16 U.S.C. 469a-1 et seq.
14. Executive Order 11593, Protection and Enhancement of the Cultural Environment, May 13,
1971.
15. Farmland Protection Policy Act of 1981, 7 U.S.C. 4201 et seq., and 7 CFR Part 658.
16. Environmental Justice (Executive Order 12898), as amended by Executive Order 12948.
17. Explosive and Flammable Operations(Section 2 of the Housing Act of 1949, as amended,
42 U.S.C. 1441; Section 7(d)of the HUD Act of 1965, 42 U.S.C. 3535(d); Section 2 of the
HUD Act of 1969, 42 U.S.C. 1441(a); and 24 CFR Part 51 Subpart C).
18. Airport Clear Zones and Accident Potential Zones (Section 2 of the Housing Act of 1949 as
amended, 42 U.S.C. 1441), affirmed by Section 2 of the HUD Act of 1969, P.L. No 90-448,
Section 7(d) of the HUD Act of 1965, 42 U.S.C. 3535(d), and 24 CFR Part 51 Subpart D.
22
ATTACHMENT B
19. Toxic Chemicals and Radioactive Materials (Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 as amended by Superfund Amendments and
Reauthorization Act and 24 CFR 58.5(i)).
20. Determining Conformity of Federal Actions to State or Federal Implementation Plans
(Environmental Protection Agency—40 CFR Parts 6, 51, and 93).
STATE
1. Relocation Assistance and Real Property Acquisition Policy, Chapter 8.26 RCW.
23
STATE
9Z lees A
STATE OF WASHINGTON
DEPARTMENT OF COMMERCE
1011 Plum Street SE•PO Box 42525. Olympia, Washington 98504-2525•(360)725-4000
www.commerce.wa.gov
August 27,2015
Mr. Tim Elsea,Public Works Director
Lewis County
2025 NE Kresky Ave
Chehalis, WA 98532
Dear Mr.Elsea:
•
I am pleased to inform,you that Lewis County has been selected by Commerce to receive up to
$717,000 in federal Community Development Block Grant(CDBG)funds. This award is based
on the jurisdiction's CDBG General Purpose Grant application for new water reservoir
construction for Vader/Enchanted Valley.
Prior to grant contract execution,this letter allows you to begin incurring costs not to exceed ten
percent of your award as of August 27, 2015,for only the following activities:
• Administration including staffing,travel and training. .
• Review of environmental laws and authorities,including Section 106 of the National
Historic Preservation Act of 1996.
• Preliminary engineering design work and consultations needed for completion of the
environmental review.
• Executing agreements with subrecipients,partners or professional services consultants for
any of the above activities.
CDBG procurement requirements must be followed before hiring professional services or
contractors to be funded by this CDBG award. These requirements are described in Sections 5
and 7 of the 2015 CDBG Management Handbook, which is also available electronically at
www.commerce.wa.gov/cdbg. The handbook will be distributed on a USB flash drive at the
2015 CDBG contract management workshops.
CDBG-specific compliance with National Environmental Policy Act(NEPA)must be completed
• before any construction bid advertising or property acquisition activity can occur..These
procedures are describedin Section 6 of the CDBG Management Handbook.
•
tio
Mr. Tim Elsea
August 27, 2015
Page 2
Eligible costs will be reimbursed by Commerce after a grant contract between the jurisdiction
and Commerce is executed and the environmental review is complete(see enclosure for further
explanation). All costs to be reimbursed must comply with applicable state and federal
requirements.
CDBG contract management workshops are scheduled for October 13,2015 in Olympia and
October 19,2015 in Moses Lake. The jurisdiction's project manager and consultant directly
engaged in the project are to attend one of the workshops. Registration materials for this free
workshop will be forthcoming.
Before Commerce signs the grant contract,the county must develop and adopt a policy to reduce
greenhouse gas emissions.
If your project is not ready to proceed, resulting in the contract's execution being delayed over
90 days from the date of this letter,the CDBG award maybe rescinded with an invitation to
reapply.
Sheila Lee-Johnston has been assigned as your Project Manager. If you have any questions
about this letter or grant award,please contact Sheila at.(360)725-3009 or
sheila.lee-j ohnston@commerce.wa.gov.
I congratulate you and others for your efforts thus far. We look forward to working with you on
this worthwhile project.
Sincerely,
Marl K. Barkley
Assistant Director
Enclosure
cc: Shirley Kook,Acting Utility Manager
Executive Summary
BOCC Meeting Date:
2015-11-23
Contact:
Tim Elsea
Department:
Public Works
Wording
Executing a Contract to fund a new reservoir for the Vader-Enchanted Valley Water System with the
State Department of Commerce (Commerce).
Description
Lewis County Public Works made application per Resolution 15-159 for a Community Development
Block Grant (CDBG) General Purpose in May 2015. The project is to construct a new reservoir for
the Vader-Enchanted Valley water system. The project cost is estimated at $730,000 with $717,000
from CDBG funding and $13,000 from Vader Utility Fund 420.
Commerce announced award in August 2015 for $717,000 and the County received the contract on
November 4, 2015.
Local approval by the Board of County Commissioners is needed to execute the contract with
Commerce and before commencement of engineering and construction.
Recommendation
Approve the contract with Commerce and authorize the Director of Public Works to execute the grant
contract with Commerce.
Other
BOCC AGENDA ITEM' SUMMARY
Resolution #: BOCC Meeting Date: Nov 23, 2015
Suggested Wording for Agenda Item: Agenda Type: Consent
Executing a Contract to fund a new reservoir for the Vader-Enchanted Valley Water System with the State
Department of Commerce(Commerce).
Brief Reason for BOCC Action:
This resolution will approve a Contract to fund a new reservoir for the Vader-Enchanted Valley Water System
with Commerce.
Submitted By: Kook, Shirley Phone: 740-2759
Date Submitted: Nov 04, 2015
Contact Person Who Will Attend BOCC Meeting: Tim Elsea RECEIVED
Action Needed: Approve Resolution
NOV 12 2015
Publication Requirements: LEWIS CO PROS ATTY.
Hearing Date:
Publications:
Publication Dates:
Cover Letter To
Please send two copies of the signed contract to the contact person as instructed by Commerce. See the attached letter of
instructions from Commerce dated November 4,2015.
Additional Copies
Shirley Kook, Senior Engineer
Kim Amrine,Public Works