Execute contract between Dept. Commerce for Condition Assessment Planning BEFORE THE BOARD OF COUNTY COMMISSIONERS
LEWIS COUNTY, WASHINGTON
IN THE MATTER OF: RESOLUTION NO. 19-335
EXECUTING A CONTRACT WITH THE STATE
DEPARTMENT OF COMMERCE TO FUND A
CONDITION ASSESSMENT PLANNING PROJECT FOR
THE VADER-ENCHANTED VALLEY WATER SYSTEM
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 524,000
through their Community Development Block Grant (CDBG) General Purpose Grant
program to Lewis County Department of Public Works for a condition assessment
planning study for the Vader-Enchanted Valley Water System; and
WHEREAS, the Board of County Commissioners (BOCC) has reviewed Grant Contract
No. 19-62210-029 (Attached as Exhibit A) for $24,000; and
WHEREAS, it appears to be in the best public interest to authorize the execution of the
contract with Commerce to enhance the planning ability of 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. 19-62210-029 according to
the scope required under the Commerce Contract.
DONE IN OPEN SESSION this 18th day of November, 2019.
APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS
Jonathan Meyer, Prosecuting Attorney LEWIS COUNTY, WASHINGTON
Amber Smith Robert C. Jackson
By: Amber Smith, Robert C. Jackson, Chair
Deputy Prosecuting Attorney
ATTEST: •'�°'"T'="�s• Gary Stamper
•,�S.PtLDoF-.�i�.•
��3ary Stamper, Vice Chair
XS° %.
• �Gco,
Rieva Lester '•:s,, ��_•• Absent
Rieva Lester, Edna J. Fund, Commissioner
Clerk of the Lewis County Board of County
Commissioners
s PTE o
o Department of Commerce
"iifN�'�
Grant Contract with:
Lewis County
through
Community Development Block Grant (CDBG) Program
General Purpose Grant
For:
Vader Water System Condition Assessment
Start date: Date of Execution
Washington State Department of Commerce
www.COMMERCE.wa.gov
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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 5
12. Program Income 6
13. Subcontractor Data Collection 6
14. Subcontracts for Engineering Services 6
15. Order of Precedence 6
General Terms and Conditions 7
1. Definitions 7
2. Access to Data 7
3. Advance Payments Prohibited 7
4. All Writings Contained Herein 7
5. Amendments 8
6. Americans with Disabilities Act (ADA) 8
7. Assignment 8
8. Attorney's Fees 8
9. Audit 8
10. Certification Regarding Debarment, Suspension or ineligibility and
Voluntary Exclusion 8
11. Code Requirements 9
12. Confidentiality/Safeguarding of Information 9
13. Conflict of Interest 9
14. Copyright Provisions 10
15. Disputes 10
16. Duplicate Payment 11
17. Governing Law and Venue 11
18. Indemnification 11
19. Independent Capacity of the Contractor 11
20. Indirect Costs 11
21. Industrial Insurance Coverage 11
22. Laws 12
23. Licensing, Accreditation and Registration 14
24. Limitation of Authority 14
25. Noncompliance with Nondiscrimination Laws 14
26. Notification of Tenant Rights/Responsibilities 14
27. Pay Equity 14
28. Political Activities 15
29. Prevailing Wage Law 15
30. Procurement Standards for Federally Funded Programs 15
31. Prohibition Against Payment of Bonus or Commission 16
32. Publicity 16
33. Recapture 16
34. Records Maintenance 16
35. Registration with Department of Revenue 16
36. Right of Inspection 16
37. Savings 16
38. Severability 16
39. Site Security 17
40. Subgranting/Subcontracting 17
41. Survival 17
42. Taxes 17
43. Termination for Cause 17
44. Termination for Convenience 17
45. Termination Procedures 18
46. Treatment of Assets 18
47. Waiver 19
Attachment A, Scope of Work and Budget
Attachment B, State and Federal Requirements and Assurances
Attachment C, Letter to Incur Costs (if applicable)
FACE SHEET
Contract Number: 19-62210-029
Washington State Department of Commerce
Local Government Division
Community Assistance and Research Unit
General Purpose Grant
1.Grantee 2. Grantee Doing Business As(optional)
Lewis County N/A
2025 Kresky Avenue
Chehalis,WA 98532
3.Grantee Representative 4.COMMERCE Representative
Betsy Dillin, Senior Engineer Sheila Lee-Johnston, Project Manager Address:
Phone: (360)740-1138 Phone: (360)725-3009 PO Box 42525
Email: betsy.dillin@lewiscountywa.gov Fax: (360)586-8440 1011 Plum Street SE
sheila.lee-johnston@commerce.wa.gov Olympia,WA 98504
5.Grant Amount 6. Funding Source 7. Start Date 8.End Date
S24,000 Federal: ® State: ❑ Other: ❑ N/A: ❑ Date of Execution 6/30/2021
9.Federal Funds(as applicable) Federal Agency: CFDA Number: Indirect Rate(if
$24,000 U.S. Department of Housing 14.228 applicable):
And Urban Development N/A
(HUD)
10.Tax ID# ll.SWV# 12.UBI# 13.DUNS#
91-6001351 0001232-18 212002978 079272555
14.Grant Purpose
Vader Water System Condition Assessment 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
Josh Metcalf,Public Works Director Mark K.Barkley,Assistant Director
Lewis County Local Government Division
Date Date
APPROVED AS TO FORM ONLY
BY ASSISTANT ATTORNEY GENERAL
APPROVAL ON FILE—SEPTEMBER 25,2018
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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-19-DC-53-0001.
Total amount of federal award B-19-DC-53-0001 to Commerce: $12,521,638.
Total amount of B-19-DC-53-0001 awarded to Grantee under this Grant is set forth in the Face
Sheet at#5, Grant Amount.
Federal Award Date:July 25, 2019.
Awarding Federal Official: John W. Peters, HUD CPD Director.
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-19-DC-53-0001 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.
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.
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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 Contract Closeout 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.
Planning-Only Activities 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
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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.
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),
i.Financial Accounting Standards Board (FASB), and
ii.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 Protect 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
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.
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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. SUBCONTRACTOR DATA COLLECTION
Grantee will submit reports, in a form and format to be provided by Commerce and at intervals as
agreed by the parties, regarding work under this Grant performed by subcontractors and the portion
of Grant funds expended for work performed by subcontractors, including but not necessarily limited
to minority-owned, woman-owned, and veteran-owned business subcontractors. "Subcontractors"
shall mean subcontractors of any tier.
14. 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.
15. 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
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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. ADVANCE PAYMENTS PROHIBITED
No payments in advance of or in anticipation of goods or services to be provided under this Grant
shall be made by COMMERCE.
4. ALL WRITINGS CONTAINED HEREIN
This Grant contains all the terms and conditions agreed upon by the parties. No other
understandings, oral or otherwise, regarding the subject matter of this Grant shall be deemed to exist
or to bind any of the parties hereto.
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5. AMENDMENTS
This Grant may be amended by mutual agreement of the parties. Such amendments shall not be
binding unless they are in writing and signed by personnel authorized to bind each of the parties.
6. AMERICANS WITH DISABILITIES ACT(ADA)OF 1990, PUBLIC LAW 101-336, also referred to as
the "ADA" 28 CFR Part 35
The Grantee must comply with the ADA, which provides comprehensive civil rights protection to
individuals with disabilities in the areas of employment, public accommodations, state and local
government services, and telecommunications.
7. ASSIGNMENT
Neither this Grant, nor any claim arising under this Grant, shall be transferred or assigned by the
Grantee without prior written consent of COMMERCE.
8. 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.
9. AUDIT
If the Grantee is a subrecipient and expends$750,000 or more in federal awards from any and/or all
sources in any fiscal year,the Grantee shall procure and pay for a single audit or a program-specific
audit for that fiscal year. Upon completion of each audit, the Grantee shall:
1. Submit to COMMERCE the reporting package specified in OMB Super Circular 2 CFR
200.501, reports required by the program-specific audit guide (if applicable), and a copy of
any management letters issued by the auditor.
2. Submit to COMMERCE follow-up and developed corrective action plans for all audit findings.
If the Grantee is a subrecipient and expends less than $750,000 in federal awards from any and/or all
sources in any fiscal year,the Grantee shall notify COMMERCE they did not meet the single audit
requirement.
The Grantee shall send all single audit documentation to auditreviewacommerce.wa.gov.
10. 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.
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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.
11. 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.
12. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
A. "Confidential Information" as used in this section includes:
1. All material provided to the Grantee by COMMERCE that is designated as "confidential" by
COMMERCE;
2. All material produced by the Grantee that is designated as"confidential" by COMMERCE;
and
3. All personal information in the possession of the Grantee that may not be disclosed under
state or federal law. "Personal information" includes but is not limited to information related to
a person's name, health,finances, education, business, use of government services,
addresses, telephone numbers, social security number, driver's license number and other
identifying numbers, and "Protected Health Information" under the federal Health Insurance
Portability and Accountability Act of 1996 (HIPAA).
B. The Grantee shall comply with all state and federal laws related to the use, sharing, transfer, sale,
or disclosure of Confidential Information. The Grantee shall use Confidential Information solely for
the purposes of this Grant and shall not use, share, transfer, sell or disclose any Confidential
Information to any third party except with the prior written consent of COMMERCE or as may be
required by law. The Grantee shall take all necessary steps to assure that Confidential
Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of
Confidential Information or violation of any state or federal laws related thereto. Upon request,
the Grantee shall provide COMMERCE with its policies and procedures on confidentiality.
COMMERCE may require changes to such policies and procedures as they apply to this Grant
whenever COMMERCE reasonably determines that changes are necessary to prevent
unauthorized disclosures. The Grantee shall make the changes within the time period specified
by COMMERCE. Upon request, the Grantee shall immediately return to COMMERCE any
Confidential Information that COMMERCE reasonably determines has not been adequately
protected by the Grantee against unauthorized disclosure.
C. Unauthorized Use or Disclosure. The Grantee shall notify COMMERCE within five (5)working
days of any unauthorized use or disclosure of any confidential information, and shall take
necessary steps to mitigate the harmful effects of such use or disclosure.
13. 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
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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 person employed in any capacity
by the state of Washington that worked on the Community Development Block Grant program
including but not limited to formulating or drafting the legislation, participating in grant procurement
planning and execution, awarding grants, and monitoring grants, during the past 24 month period
preceding the start date of this Grant. 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.
14. COPYRIGHT PROVISIONS
Unless otherwise provided, all Materials produced under this Grant shall be considered "works for
hire"as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall
be considered the author of such Materials. In the event the Materials are not considered "works for
hire"under the U.S. Copyright laws, the Grantee hereby irrevocably assigns all right, title, and interest
in all Materials, including all intellectual property rights, moral rights, and rights of publicity to
COMMERCE effective from the moment of creation of such Materials.
"Materials" means all items in any format and includes, but is not limited to, data, reports, documents,
pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes,
and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the
ability to transfer these rights.
For Materials that are delivered under the Grant, but that incorporate pre-existing materials not
produced under the Grant, the Grantee hereby grants to COMMERCE a nonexclusive, royalty-free,
irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce,
distribute, prepare derivative works, publicly perform, and publicly display. The Grantee warrants and
represents that the Grantee has all rights and permissions, including intellectual property rights, moral
rights and rights of publicity, necessary to grant such a license to COMMERCE.
The Grantee shall exert all reasonable effort to advise COMMERCE, at the time of delivery of
Materials furnished under this Grant, of all known or potential invasions of privacy contained therein
and of any portion of such document which was not produced in the performance of this Grant. The
Grantee shall provide COMMERCE with prompt written notice of each notice or claim of infringement
received by the Grantee with respect to any Materials delivered under this Grant. COMMERCE shall
have the right to modify or remove any restrictive markings placed upon the Materials by the Grantee.
15. 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.
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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.
16. 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.
17. 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.
18. INDEMNIFICATION
To the fullest extent permitted by law,the Grantee shall indemnify, defend, and hold harmless the
state of Washington, COMMERCE, agencies of the state and all officials, agents and employees of
the state, from and against all claims for injuries or death arising out of or resulting from the
performance of the contract. "Claim" as used in this contract, means any financial loss, claim, suit,
action, damage, or expense, including but not limited to 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 subgranteelsubcontractor 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
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.
19. 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.
20. 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
11
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.
B. Flood Plains
• Flood Disaster Protection Act of 1973, 42 USC 4001-4128.
C. 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.
D. 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)).
E. Office of Management and Budget Circulars
• 2 CFR 200
12
F. 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. 2431Wednesday, 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.
G. Privacy
• Privacy Act of 1974, 5 U.S.C. 552a.
H. 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 43.21C RCW.
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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. PAY EQUITY
The Grantee agrees to ensure that"similarly employed" individuals in its workforce are compensated
as equals, consistent with the following:
a. Employees are"similarly employed"if the individuals work for the same employer, the
performance of the job requires comparable skill, effort, and responsibility, and the jobs are
performed under similar working conditions. Job titles alone are not determinative of whether
employees are similarly employed;
b. Grantee may allow differentials in compensation for its workers if the differentials are based
in good faith and on any of the following:
(i)A seniority system; a merit system;a system that measures earnings by quantity or
quality of production; a bona fide job-related factor or factors; or a bona fide regional
difference in compensation levels.
(ii)A bona fide job-related factor or factors may include, but not be limited to, education,
training, or experience that is: Consistent with business necessity; not based on or
derived from a gender-based differential; and accounts for the entire differential.
(iii)A bona fide regional difference in compensation level must be: Consistent with
business necessity; not based on or derived from a gender-based differential; and
account for the entire differential.
This Grant may be terminated by the Department, if the Department or the Department of Enterprise
services determines that the Contractor is not in compliance with this provision.
14
28. 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.
29. 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.
30. 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.
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.
15
31. 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.
32. 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.
33. 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.
34. 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.
35. REGISTRATION WITH DEPARTMENT OF REVENUE
If required by law, the Grantee shall complete registration with the Washington State Department of
Revenue.
36. 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.
37. 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.
38. 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.
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39. SITE SECURITY
While on COMMERCE premises, Grantee, its agents, employees, or subcontractors shall conform in
all respects with physical, fire or other security policies or regulations.
40. 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.
41. 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.
42. 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.
43. 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.
44. 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.
17
45. 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.
46. TREATMENT OF ASSETS
Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property
furnished by the Grantee, for the cost of which the Grantee is entitled to be reimbursed as a direct
item of cost under this Grant, shall pass to and vest in COMMERCE upon delivery of such property
by the Grantee. Title to other property, the cost of which is reimbursable to the Grantee under this
Grant, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the
performance of this Grant, or(ii)commencement of use of such property in the performance of this
Grant, or(iii)reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first
occurs.
A. Any property of COMMERCE furnished to the Grantee shall, unless otherwise provided herein or
approved by COMMERCE, be used only for the performance of this Grant.
18
B. The Grantee shall be responsible for any loss or damage to property of COMMERCE that results
from the negligence of the Grantee or which results from the failure on the part of the Grantee to
maintain and administer that property in accordance with sound management practices.
C. If any COMMERCE property is lost, destroyed or damaged, the Grantee shall immediately notify
COMMERCE and shall take all reasonable steps to protect the property from further damage.
D. The Grantee shall surrender to COMMERCE all property of COMMERCE prior to settlement upon
completion, termination or cancellation of this Grant
All reference to the Grantee under this clause shall also include Grantee's employees, agents or
Subgrantees/Subcontractors.
47. 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.
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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.
25
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.
26
, aTATA
11.16111A,
I a
4.0
STATE OF WASHINGTON
DEPARTMENT OF COMMERCE
1011 Plum Street SE • PO Box 42525•Olympia,Washington 98504-2525 • 360-725-4000
www.commerce.wa.gov
September 13,2019
Mr. Josh Metcalf
Public Works Director of Lewis County
2025 NE Kresky Avenue
Chehalis, WA 98532
Dear Mr. Metcalf:
I am pleased to inform you that Lewis County has been selected by Commerce to receive up to
$24,000 in federal Community Development Block Grant(CDBG)funds. This award is based on
the jurisdiction's CDBG General Purpose Grant application for the Vader Water System Condition
Assessment.
Costs to be covered by the grant cannot be incurred until the date all parties have signed the grant
contract.
Model documents to assist you in meeting contract requirements are included in the CDBG
Management Handbook,which is available at www.commerce.wa.gov/cdbg. Until the 2019 CDBG
Management Handbook becomes available in the fall of 2019, you may use the 2018 version.
Eligible costs incurred after the grant contract is executed cannot be reimbursed until the
environmental review for the planning activities is complete.The environmental review process is
described in Section 6 of the handbook.
The required procurement procedures for hiring professional services are described in Section 5 of
the handbook. In the event work is started on the basis of this letter,procurement procedures, terms
and requirements must be met.
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 may be rescinded with an invitation to reapply.
Sheila Lee-Johnston has been assigned to develop this contract. If you have any questions, please
contact Sheila at (360) 725-3009 or sheila.lee johnstoncommerce.wa.gov.
Mr. Josh Metcalf
September 13,2019
Page 2
I congratulate you and others for your efforts thus far. We look forward to working with you on this
worthwhile project.
Sincerely,
ark . Barkley
(//
Assistant Director
cc: Betsy Dillin, Senior Engineer
BOCC AGENDA ITEM SUMMARY PiCETVEP
Resolution: BOCC Meeting Date: Nov. 18, 2019 jg
WIS COUNTY
Suggested Wording for Agenda Item: Agenda Type: Deliberation TTr,-r!
Executing a contract with the State Department of Commerce to fund a Condition Assessment
Planning Project for the Vader-Enchanted Valley Water System
Contact: Betsy Dillin Phone: 360-740-1138
Department: PW - Public Works
Description:
This Resolution will approve a contract with the Department of Commerce to fund a Condition
Assessment Planning Project for the Vader-Enchanted Valley Water System.
Approvals: Publication Requirements:
Publications:
User Status
PA's Office Approved
Additional Copies
Robin Saline, PW; Tina Hemphill, PW; Betsy Dillin, PW; Rose Williams, PW
BOCC AGENDA ITEM SUMMARY
Resolution: 19-335 BOCC Meeting Date: Nov. 18, 2019
Suggested Wording for Agenda Item: Agenda Type: Deliberation
Executing a contract with the State Department of Commerce to fund a Condition Assessment
Planning Project for the Vader-Enchanted Valley Water System
Contact: Betsy Dillin Phone: 360-740-1138
Department: PW - Public Works
Description:
This Resolution will approve a contract with the Department of Commerce to fund a Condition
Assessment Planning Project for the Vader-Enchanted Valley Water System.
Approvals: Publication Requirements:
Publications:
User Status
PA's Office Approved
Additional Copies
Robin Saline, PW; Tina Hemphill, PW; Betsy Dillin, PW; Rose Williams, PW