HomeMy WebLinkAbout062413_ca04Consent Agenda
Commissioners Office
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Philip Morley, County Administrator
FROM: Leslie Locke, Deputy Clerk of the Board
DATE: June 24, 2013
SUBJECT: AGREEMENT NO. 13-65400-007: 2013 Community Development Block
Grant (CDBG) Public Services Grant for Olympic Community Action
Programs (OIyCAP); In the Amount of $97,729; Jefferson County
Administrator; Washington State Department of Commerce
STATEMENT OF ISSUE:
AGREEMENT NO. 13-65400-007: 2013 Community Development Block Grant (CDBG) Public Services
Grant for Olympic Community Action Programs (OIyCAP); In the Amount of $97,729; Jefferson County
Administrator; Washington State Department of Commerce
A heazing was held on March 25, 2013 to take comments on the proposed CDBG Public Services Grant. At
that heazing the Board approved Resolution No. 15-13 Certification of Compliance for CDBG Public
Services Grant (OIyCAP).
RECOMMENDATION:
Approve AGREEMENT NO. 13-65400-007: 2013 Community Development Block Grant (CDBG) Public
Services Grant for Olympic Community Action Programs (OIyCAP); In the Amount of $97,729; Jefferson
County Administrator; Washington State Department of Commerce
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STATE OF WASHINGTON
DEPARTMENT OF COMMERCE
1011 Plum Street Sf • PO Box 42525 • Olympia, Washington 98504-2525 • (360) 725-4000
www.commerce.wa.gov
June 12, 2013
Mr. Philip Morley
Jefferson County Administrator
PO Box 1220
Port Townsend, WA 98368
Dear Mr. Morley:
I am pleased to inform you that Jefferson County and Olympic Community Action Program are awarded
$97,729 in Community Development Block Grant (CDBG) funds for public services. Funding is contingent
upon the state's receipt of its 2013 annual award from the U.S. Department of Housing and Urban
Development.
This letter allows you to begin incurring costs not to exceed ten percent of your award as of July 1, 2013 for
eligible administrative and public services activities prior to execution of the grant contract between the
county and Commerce. Eligible costs will be reimbursed by Commerce after the grant contract is executed.
All costs to be reimbursed must comply with applicable state and federal requirements.
Enclosed are two original copies of Jefferson County's 2013 CDBG Public Services Grant contract with
Commerce. Both copies of the original contract must be signed and dated by the official who is authorized
in your jurisdiction to enter into such agreements. Once signed and dated, these documents must be returned
to us. When the contracts are signed by Commerce we will return a fully executed copy to you for your
records. Contact Laurie Dschaak at (360) 725-5020 or by email at laurie.dschaak@commerce.wa.gov if you
have questions on the enclosed contracts.
Remember your current CDBG Public Services Grant, including the funds for county administration costs,
must be spent by June 30, 2013. We must receive the final payment request by July 15, 2013. Contact
Carrie Calleja at (360) 725-3015 or by email at carrie.callejana commerce.wa.QOV if you have questions on
the payment process.
Sincerely,
Ka n J. Lar~~
A istant Director
Enclosures
cc: Rose Ann Carroll, Jefferson County
Geoff Crump, Olympic Community Action Program.
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Contract to:
Jefferson County
Through
Community Development Block Grant (CDBG) Program
Public Services Grant
For:
Provide public services through Olympic Community Action
Program to low-and moderate-income persons in Jefferson and
Clallam Counties.
Start date: 7/1/2013
TABLE OF CONTENTS
Face Sheet ........................................................................................................... 1
Special Teens and Conditions
1. Definitions ...................................................................................... ..........3
2. Access to Records ......................................................................... .......... 3
3. Acquisition and Disposition of Assets ............................................. .......... 3
4. Anti-Lobbying Certification and Disclosure Form ............................ .......... 3
5. Billing Procedures and Payment .................................................... .......... 3
6. Central Contractor Registration ...................................................... .......... 4
7. Closeout ........................................................................................ .......... 4
8. Contract Management ................................................................... ..........4
9. Environmental Review ................................................................... ..........5
10. Equal Opportunity Treatment for Faith Based Organizations ......... .......... 5
11. Insurance ....................................................................................... .......... 5
12. Notification of Tenant Rights/Responsibilities ................................ .......... 6
13. Performance Reporting .................................................................. .......... 6
14. Program Income ............................................................................ ..........6
15. Subcontracts for Engineering Services .......................................... .......... 6
16. Order of Precedence ..................................................................... .......... 7
General Terms and Conditions
1. Definitions ........................................................................................ ........1
2. All Writings Contained Herein .......................................................... ........ 1
3. Amendments ................................................................................... ........ 1
4. Assignment ...................................................................................... ........1
5. Attorney Fees .................................................................................. ........ 1
6. Audit ................................................................................................ ........1
7. Certification Regarding Debarment, Suspension or Ineligibility
and Voluntary Exclusion .................................................................. ........ 2
8. Confidentiality/Safeguarding of Information ...................................... ........ 3
9. Conformance .................................................................................. ........4
10. Copyright Provisions ....................................................................... ........4
11. Disputes .......................................................................................... ........ 4
12. Ethics/Conflicts of Interest ............................................................... ........ 5
13. Governing Law and Venue .............................................................. ........ 5
14. Indemnification ................................................................................ ........ 5
15. Independent Capacity of the Contractor ........................................... ........ 5
16. Industrial Insurance Coverage ......................................................... ........ 5
17. Laws ................................................................................................ ........5
18. Licensing, Accreditation and Registration ........................................ ........ 7
19. Limitation Of Authority ......:............................................................... ........ 7
20. Noncompliance With Nondiscrimination Laws .................................. ........ 7
21. Political Activities ............................................................................. ........ 7
22. Prevailing Wage Laws ..................................................................... ........ 7
23. Procurement Standards for Federally Funded Programs ................. ........ 7
24. Prohibition Against Payment Of Bonus Or Commission ................... .:...... 8
25. Publicity .................................................................................:......... ........8
26. Recapture ........................................................................................ ........8
27. Records Maintenance ...................................................................... ........ 8
28. Registration With Department Of Revenue ...................................... ........ 9
29. Savings ............................................................................................ ........9
30. Severability ...................................................................................... ........9
31. Subcontracting ................................................................................. ........9
32. Survival ...................................................................... ..............................9
33. Taxes ......................................................................... ..............................9
34. Termination for Cause/Suspension ..:......................... .............................. 9
35. Termination for Convenience ..................................... ............................ 10
36. Termination Procedures ............................................. ............................ 10
37. Waiver ........................................................................ ...........................10
Attachment A, Scope of Work and Budget
Attachment B, State and Federal Requirements and Assurances
Attachment C, Letter to Incur Costs (if applicable)
Contract Number: 13-65400-007
Washington State Department of Commerce
Local Government and Infrastructure Division
Community Development Block Grant (CDBG)
Public Services Grant
1. Contractor 2. Contractor Doing Business As (optional)
Jefferson County N/A
PO Box 1220
Port Townsend, WA 98368
3. Contractor Representative 4. COMMERCE Representative
Rose Ann Carroll, Grant Coordinator Carrie Calleja, Project Manager PO Box 42525
Phone: (360) 385-9121 (360) 725-3015 1011 Plum Street SE
Fax: (360) 385-9382 Fax: (360) 586-8440 Olympia, WA 98504-2525
racarroll@co.jefferson.wa.us carrie.calleja@commerce.wa.gov
5. Contract Amount 6. Funding Source 7. Start Date 8. End Date
$97,729 Federal: ® State: ^ Other: ^ N/A: ^ 7/1/20li 6/30/2014
9. Federal Funds (as applicable) Federal A2ency CFDA Number
$97,729 U.S. Department of Housing and Urban 14.228
Develo went (HiJD)
l0. TaxID# 11.SWV# 12.UBI# 13.DUNS#
91-6001322 0002430-00 N/A 17-927-8197
14. Contract Purpose
Provide public services through Olympic Community Action Program to low-and moderate-income persons in Jefferson and
Clallam Counties. A full description of the project is in Attachment "A" Scope of Work and Budget.
COMMERCE, defined as the Department of Commerce, and the Contractor, as defined above, acknowledge and accept the terms
of this Contract and attachments and have executed this Contract on the date below to start as of the date and yeaz referenced above.
The rights and obbgations of both parties to this Contract aze governed by this Contract including the following documents
incorporated by reference: Contractor Special and General 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: Contractor's application for funding and the Community
Development Block Grant policies and procedures, prepazed by Commerce.
FOR CONTRACTOR FOR COMMERCE
Sohn Austin, Chairman Karen J. Larkin, Assistant Duector
Jefferson County Commissioners Local Government and Infrastructure Division
Date
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May 31, 2013
Date
SPECIAL TERMS AND CONDITIONS
COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
7. DEFINITIONS
A. "Contractor" in this Contract shall mean the same as the term "subrecipient" found in the federal
Community Development Block Grant (CDBG) rules and regulations, and the term "grantee" found in
the state's CDBG Management Handbook policies and procedures.
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. ACCESS TO RECORDS
COMMERCE and duly authorized officials of the state and the federal government shall have full access
and the right to examine, excerpt, or transcribe any pertinent documents, papers, records, and books of
the Contractor and of persons or organizations with which the Contractor may contract, involving
transactions related to the project and this contract.
3. ACQUISITION AND DISPOSITION OF ASSETS
The Contractor will account for any tangible personal property acquired or improved with grant funds.
The use and disposition of real property and equipment under this Contract will be in compliance with the
requirements of 24 CFR Part 84 and 24 CFR 570.489, 570.502, 570.503, 570.504, as applicable, which
include but are not limited to the following:
Real property that was acquired or improved, in whole or in part, with CDBG funds under this Contract in
excess of $25,000 shall be used to meet one of the CDBG national objectives for ten (10) years after the
Contract is closed. Any exception must be made with COMMERCE'S approval and the Contractor 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 grant funds within 10-years
of closeout of this Contract shall be treated as program income under Section 14 of these Special Terms
and Conditions.
In cases in which equipment acquired, in whole or in part, with funds under this Contract is sold, the
proceeds will be program income.
4. ANTI-LOBBYING CERTIFICATION AND DISCLOSURE FORM
Contractor, defined as the primary participant and its principals, certifies by signing these Special
Terms and Conditions that:
A. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to
any person for influencing or attempting to influence an officer or employee of any agency, a Member
of Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with the awarding of any federal contract, the making of any federal grant, the making of
any federal loan, the entering into of any cooperative agreement, and the extension, continuation,
renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.
B. The above provisions will be met if the grant award from COMMERCE exceeds $100,000 and will
further ensure that their provisions are included in any sub grant, contract, and subcontracts
exceeding $100,000 of grant funds.
5. BILLING PROCEDURES AND PAYMENT
COMMERCE will pay the Contractor for allowable expenses tied to approved project activities according to
Attachment A, Scope of Work and Budget.
Invoices must be submitted on a Washington State Invoice Voucher form not more often than monthly.
The voucher form must report all federal funds on hand as of the date of submittal. Any cash on hand must
be subtracted from the amount of funds requested. Program income earned during the reporting period
must also be deducted from the amount requested.
An electronic copy (emailed PDF or a FAX) of a signed A19 Reimbursement Voucher and other required
documentation is the preferred method for requesting reimbursement. Submit the electronic requests to
your Contracts Administration Unit (CAU) representative at the address listed below or fax to 360-725-
8440. This electronic submittal may be 25 pages or less. If you choose to send your vouchers and
backup documentation electronically, please DO NOT mail in the original. You will receive email
notification from your CAU representative that the electronic request has been received. If you choose to
send your reimbursement request by mail, please send to:
Department of Commerce
Local Government and Infrastructure Division
1011 Plum St SE
P.O. Box 42525
Olympia, Washington 98504-2525
Attention: Contracts Administration Unit (CAU) Project Manager
Invoices shall describe and document, to COMMERCE's satisfaction, the work performed, the progress of
the project, and fees. The invoice shall include the Contract number. 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 Contractor.
COMMERCE may, in its sole discretion, terminate the Contract or withhold payments claimed by the
Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition of
this Contract, including completion of the Environmental Review and the release of funds (if applicable).
6.
By signing this Contract, the Contractor accepts the requirements to register with the System for Award
Management (SAM) database at www.sam.gov. To register in SAM, a valid Data Universal Numbering
System (DUNS) number is required. The Contractor is responsible for the accuracy and completeness of
the data it enters within the SAM database and for any liability resulting from the Government's reliance on
its inaccurate or incomplete data. The Contractor must remain registered in the SAM database after the
initial registration. The Contractor is required to review and update, on an annual basis from the date of
initial registration or subsequent updates, its information in the SAM database to ensure it is current,
accurate and complete. The Contractor shall provide evidence documenting registration and renewal of
SAM registration.
In the event of the Contractor's noncompliance or refusal to comply with the requirement stated above,
COMMERCE reserves the right to suspend payment until the contractor cures this noncompliance.
7. CLOSEOUT
The COMMERCE will advise the Contractor 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 Contractor. Costs are incurred when goods and services are received or contract
work is performed.
B. The Contractor has held a public hearing to review program performance.
C. The Contractor has submitted the final Closeout Performance Report. Failure to submit a report will
not preclude the COMMERCE from effecting closeout if it is deemed to be in the state's interest. Any
excess grant amount in the Contractor's possession shall be returned in the event of failure to finish
or update the report.
D. Other responsibilities of the Contractor under this Contract and applicable laws and regulations
appear to have been carried out satisfactorily or there is no further state interest in keeping this
Contract open for the purpose of securing performance.
8. CONTRACT MANAGEMENT
The Representative for each of the parties identified on the Face Sheet of this Contract shall be responsible
for and shall be the contact person for all communications and billings regarding the performance of this
Contract.
4
9. ENVIRONMENTAL REVIEW
General Purpose and Housing Enhancement Grants
Funding in excess of the amount stipulated in Attachment C, Letter to Incur Costs, shall not be
released to a Contractor by COMMERCE until the following conditions implementing 24 CFR part 58 are
met:
A. The Contractor 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
Contractor's intent to request release of funds for the project unless the project is exempt from the
publication requirements as described. The Contractor 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 Contractor 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 Contractor in writing of the release of federal funds for the
project.
B. This special condition is satisfied when the Contractor completes the environmental review and
request for release of funds from COMMERCE. The special condition is effectively removed on the
date COMMERCE provides the Contractor with written notice of release of funds.
Imminent Threat Grants
Funding shall not be released to an Imminent Threat grant recipient until the following conditions are
met: The Contractor 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 Contractor 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
Contractor 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. Incases where Contractors 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 Contractor assures that assisted activities are exempt under NEPA (24 CFR
58.32) and categorically exempt under SEPA (RCW 43.21C.110). The Contractor 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 Contractor 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).
10. EQUAL OPPORTUNITY TREATMENT FOR FAITH BASED ORGANIZATIONS
The Contractor agrees to comply with the applicable requirements of 24 CFR 570.200(j), Department of
Housing and Urban Development (HUD).
11. 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:
Governmental Accounting Standards Board (GASB),
i. Financial Accounting Standards Board (FASB), and
ii. The Washington State Auditor's annual instructions for financial reporting.
Contractors 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 aself-insured property/liability pool, if the pool
is prohibited from naming third parties as additional insured.
Unemployment and Industrial Insurance. The Contractor shall be in full compliance with all state
unemployment and industrial insurance laws while pertorming work under this Contract. Commerce will
not be responsible for payment of industrial insurance premiums or for any other claim or benefit for the
Contractor, or any subcontractor or employee of the Contractor, which might arise under the industrial
insurance laws during performance of this Contract.
Protection of Project Property. Contractor's Assumption of Risk. The Contractor 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 Contractor shall be at the sole risk of
the Contractor. The Contractor may elect to secure f re, extended coverage, and vandalism insurance or
all-risk insurance to cover the project work during the course of construction. The Contractor 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.
12. NOTIFICATION OF TENANT RIGHTSIRESPONSIBILITIES
The Contractor 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 Contractor shall also provide all occupants of property financed with U.S. 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 noticed in HUD's Handbook
No. 1378. Notifications will include but not be limited to:
• General Information Notice
• Notice of DisplacemenUNon-Displacement
13.
The Contractor, 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.
14. 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 Contractor
must maintain records of program income received and expended, and annually report program income
received after closeout of this Contract. 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.
15. 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 Contractor 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.
16. ORDER OF PRECEDENCE
In the event of an inconsistency in this Contract, 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
• Scope of Work and Budget
GENERAL TERMS AND CONDITIONS
1.
As used throughout this Contract, 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. "Contractor" shall mean the entity identified on the face sheet performing service(s) under this
Contract, and shall include all employees and agents of the Contractor.
C. "COMMERCE" shall mean the Department of COMMERCE.
D. "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.
E. "State' shall mean the state of Washington.
F. "Subcontractor" shall mean one not in the employment of the Contractor, who is performing all or part
of those services under this Contract under a separate contract with the Contractor. The terms
"subcontractor" and "subcontractors" mean subcontractor(s) in any tier.
2. ALL WRITINGS CONTAINED HEREIN
This Contract contains all the terms and conditions agreed upon by the parties. No other understandings,
oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of
the parties hereto.
3.
This Contract 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.
4. ASSIGNMENT
Neither this Contract, nor any claim arising under this Contract, shall be transferred or assigned by the
Contractor without prior written consent of COMMERCE.
5. ATTORNEY FEES
Unless expressly permitted under another provision of the Contract, in the event of litigation or other action
brought to enforce Contract terms, each party agrees to bear its own attorney fees and costs.
6. AUDIT
A. General Requirements
Contractors are to procure audit services based on the following guidelines.
The Contractor shall maintain its records and accounts so as to facilitate the audit requirement and
shall ensure that Subcontractors also maintain auditable records.
The Contractor is responsible for any audit exceptions incurred by its own organization or that of its
Subcontractors.
COMMERCE reserves the right to recover from the Contractor all disallowed costs resulting from the
audit.
As applicable, Contractors required to have an audit must ensure the audits are performed in
accordance with Generally Accepted Auditing Standards (GARS); Government Auditing Standards
(the Revised Yellow Book) developed by the Comptroller General.
Responses to any unresolved management findings and disallowed or questioned costs shall be
included with the audit report. The Contractor.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 -OMB Circular A-133 Audits of States, Local Governments and
Non-Profit Organizations
Contractors expending $500,000 or more in a fiscal year in federal funds from all sources, direct and
indirect, are required to have an audit conducted in accordance with Office of Management and
Budget (OMB) Revised Circular A-133 "Audits of States, Local Governments, and Non-Profit
Organizations.' Revised OMB A-133 requires the Contractor to provide the auditor with a schedule of
Federal Expenditure for the fiscal year(s) being audited. The Schedule of State Financial Assistance
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
Grantor contract number
Total award amount including amendments (total grant award)
Beginning balance
Current year revenues
Current year expenditures
Ending balance
Program total
If the Contractor 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 Contractor in accordance with OMB Circular A-110 "Uniform Administrative Requirements for
Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-Profit
Organizations."
The Contractor shall include the above audit requirements in any subcontracts.
In any case, the Contractor's financial records must be available for review by COMMERCE.
C. Documentation Requirements
The Contractor must send a copy of any required audit Reporting Package as described in OMB
Circular A-133, Part C, Section 320(c) no later than nine (9) months after the end of the Contractor's
fiscal year(s) by sending a scanned copy to auditreviewta-~commerce.wa.gov or a hard copy to:
Department of Commerce
ATTN: Audit Review and Resolution Office
1011 Plum St SE
PO Box 42525
Olympia WA 98504-2525
In addition to sending a copy of the audit, when applicable, the Contractor must include:
• Corrective action plan for audit findings within three (3) months of the audit being received by
COMMERCE.
• Copy of the Management Letter
7. CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY AND VOLUNTARY
EXCLUSION-PRIMARY AND LOWER TIER COVERED TRANSACTIONS
A. Contractor, 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 athree-year period preceding this Contract, 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
this section; and
4. Have not within athree-year period preceding the signing of this Contract had one or more public
transactions (Federal, State, or local) terminated for cause of default.
B. Where the Contractor is unable to certify to any of the statements in this Contract, the Contractor shall
attach an explanation to this Contract.
C. The Contractor agrees by signing this Contract 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 Contractor further agrees by signing this Contract 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 contractor certifies, by signing this Contract 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 contractor is unable to certify to any of the statements in this Contract, such
contractor shall attach an explanation to this Contract.
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.
8. CONFIDENTIALITYISAFEGUARDING OF INFORMATION
A. "Confidential Information" as used in this section includes:
1. All material provided to the Contractor by COMMERCE that is designated as "confidential" by
COMMERCE;
2. All material produced by the Contractor that is designated as "confidential" by COMMERCE; and
3. All Personal Information in the possession of the Contractor 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 Contractor shall comply with all state and federal laws related to the use, sharing, transfer, sale,
or disclosure of Confidential Information. The Contractor shall use Confidential Information solely for
the purposes of this Contract 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 Contractor 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 Contractor shall
provide COMMERCE with its policies and procedures on confidentiality. COMMERCE may require
changes to such policies and procedures as they apply to this Contract whenever COMMERCE
reasonably determines that changes are necessary to prevent unauthorized disclosures. The
Contractor shall make the changes within the time period specified by COMMERCE. Upon request,
the Contractor shall immediately return to COMMERCE any Confidential Information that
COMMERCE reasonably determines has not been adequately protected by the Contractor against
unauthorized disclosure.
C. Unauthorized Use or Disclosure. The Contractor 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.
9.
If any provision of this Contract violates any statute or rule of law of the state of Washington, it is
considered modified to conform to that statute or rule of law.
10.
Unless otherwise provided, all Materials produced under this Contract shall 6e 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 Contractor 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 Contract, but that incorporate pre-existing materials not
produced under the Contract, the Contractor 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 Contractor warrants and represents
that the Contractor has all rights and permissions, including intellectual property rights, moral rights and
rights of publicity, necessary to grant such a license to COMMERCE.
The Contractor shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials
furnished under this Contract, 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 Contract. The Contractor
shall provide COMMERCE with prompt written notice of each notice or claim of infringement received by
the Contractor with respect to any Materials delivered under this Contract. COMMERCE shall have the
right to modify or remove any restrictive markings placed upon the Materials by the Contractor.
11. DISPUTES
Except as otherwise provided in this Contract, when a dispute arises between the parties and it cannot be
resolved by direct negotiation, either party may request a dispute hearing 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 Contractor's name, address, and contract number; and
• be mailed to the Director and the other party's (respondent's) Contract 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 orquasi-judicial tribunal.
Nothing in this Contract 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.
12. ETHICS/CONFLICTS OF INTEREST
In performing under this Contract, the Contractor shall assure compliance with the Ethics in Public Service
Act (Chapter 42.52 RCW) and any other applicable state or federal law related to ethics or conflicts of
interest.
13. GOVERNING LAW AND VENUE
This Contract 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.
14. INDEMNIFICATION
Each party to this Contract shall be responsible far its own acts and/or omissions and those of its officers,
employees and agents. No party to this Contract shall be responsible for the acts and/or omissions of
entities or individuals not a party to this Contract.
15. INDEPENDENT CAPACITY OF THE CONTRACTOR
The parties intend that an independent contractor relationship will be created by this Contract. The
Contractor and its employees or agents performing under this Contract are not employees or agents of the
state of Washington or COMMERCE. The Contractor 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 Contractor 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 Contractor.
16. INDUSTRIAL INSURANCE COVERAGE
The Contractor shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the
Contractor 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 Contractor the full amount
payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount owed by the
Contractor to the accident fund from the amount payable to the Contractor by COMMERCE under this
Contract, and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of
Insurance Services. This provision does not waive any of L&I's rights to collect from the Contractor.
17. LAWS
The Contractor 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
Office of Management and Budget (OMB) Revised Circular A-133 "Audits of States, Local
Governments, and Non-Profit Organizations."
B. Labor and Safety Standards
Convict Labor, 18 U.S.C. 751, 752, 4081, 4082.
Drug-Free Workplace Act of 1988, 41 USC 701 et seq.
Federal Fair Labor Standards Act, 29 U.S.C. 201 et seq.
Work Hours and Safety Act of 1962, 40 U.S.C. 327-330 and Department of Labor Regulations, 29 CFR
Part 5.
C. 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
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.
Handicapped Employees of Government Contractors, Rehabilitation Act of 1973, Section 503, 29
U.S.C. 793.
Handicapped Recipients of Federal Financial Assistance, Rehabilitation Act of 1973, Section 504, 29
U.S.C. 794.
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.
Nondiscrimination in Federally Assisted Construction Contracts, Executive Order 11246, 42 U.S.C.
2000e, as amended by Executive Order 11375, 41 CFR Chapter 60.
Section 3, Housing and Urban Development Act of 1969, 12 USC 1701 u (See 24 CFR 570.607(b)).
D. Office of Management and Budget Circulars
Cost Principles for State, Local and Indian Tribal Governments, OMB CircularA-87, 2 CFR, Part 225.
Cost Principles for Nonprofit Organizations, OMB Circular A-122 (if the Contractor is a nonprofit
organization).
Grants and Cooperative Agreements with State and Local Governments, OMB Circular A-102 (if the
Contractor is a local government or federally recognized Indian tribal government).
Uniform Administrative Requirements for Grants and Other Agreements with Institutions of Higher
Education, Hospitals and Other Nonprofit Organizations, OMB Circular A-110.
E. 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.
Internal Revenue Service Rules, August 31, 1990.
Lobbying and Disclosure, 42 USC 3537a and 3545 and 31 USC 1352 (Byrd Anti-Lobbying
Amendment). 31 U.S.C. 1352 provides that contractors 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.
Section 8 Housing Assistance Payments Program.
F. Privacy
Privacy Act of 1974, 5 U.S.C. 552a.
Washington State Laws and Regulations
A. Affirmative action, RCW 41.06.020 (11).
B. Boards of directors or officers of non-profit corporations -Liability -Limitations, RCW 4.24.264.
C. Disclosure-campaign finances-lobbying, Chapter 42.17 RCW.
D. Discrimination-human rights commission, Chapter 49.60 RCW.
E. Ethics in public service, Chapter 42.52 RCW.
F. Office of minority and women's business enterprises, Chapter 39.19 RCW and Chapter 326-02 WAC.
G. Open public meetings act, Chapter 42.30 RCW.
H. Public records act, Chapter 42.56 RCW.
I. State budgeting, accounting, and reporting system, Chapter 43.88 RCW.
18. LICENSING. ACCREDITATION AND REGISTRATION
The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and
registration requirements or standards necessary for the performance of this Contract.
19. LIMITATION OF AUTHORITY
Only the Authorized Representative or Authorized Representative's designee by writing (designation to be
made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or
waive any clause or condition of this Contract.
20. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS
During the performance of this Contract, the Contractor shall comply with all federal, state, and local
nondiscrimination laws, regulations and policies. In the event of the Contractor's non-compliance or refusal
to comply with any nondiscrimination law, regulation or policy, this Contract may be rescinded, canceled or
terminated in whole or in part, and the Contractor may be declared ineligible for further contracts with
COMMERCE. The Contractor 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.
21. POLITICAL ACTIVITIES
Political activity of Contractor employees and officers are limited by the State Campaign Finances and
Lobbying provisions of Chapter 42.17 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.
22. PREVAILING WAGE LAWS
All contractors and subcontractors performing work on a construction project funded through this Contract
shall comply with prevailing wage laws by paying the higher of state or federal prevailing wages according
to:
State Prevailing Wages on Public Works, Chapter 39.12 RCW, as applicable to the Project funded by
this Contract, 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 Contractor shall maintain records
sufficient to evidence compliance with Chapter 39.12 RCW, and shall make such records available for
COMMERCE'S review upon request; or
The Davis Bacon Act, 40 U.S.C. 276a-276a-5 and related federal acts provide that all laborers and
mechanics employed by contractors or subcontractors in the performance shall be paid wages at rates
not less than those prevailing on similar construction in the locality as determined by the Secretary of
Labor.
23. PROCUREMENT STANDARDS FOR FEDERALLY FUNDED PROGRAMS
A Contractor which is a local government or Indian Tribal government must establish procurement policies
and procedures in accordance with OMB Circulars A-102, Uniform Administrative Requirements for Grants
in Aid for State and Local Governments, for all purchases funded by this Contract.
A Contractor which is a nonprofit organization shall establish procurement policies in accordance with
OMB Circular A-110, Uniform Administrative Requirements for Grants and Agreements with Nonprofit
Agencies, for all purchases funded by this Contract.
The Contractor'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
Contractor, 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 subcontractors who possess the potential ability
to pertorm 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 Contractor conformance with terms, conditions
and specifications of this Contract, and to ensure adequate and timely follow-up of all
purchases.
4. Contractor and Subcontractor must receive prior approval from COMMERCE for using funds from
this Contract to enter into a sole source contract or a contract where only one bid or proposal is
received when value of this Contract 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.
24. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION
The funds provided under this Contract 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 Contract 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.
25. PUBLICITY
The Contractor 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.
26. RECAPTURE
In the event that the Contractor fails to pertorm this Contract in accordance with state laws, federal laws,
and/or the provisions of this Contract, 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.
27. RECORDS MAINTENANCE
The Contractor shall maintain all books, records, documents, data and other evidence relating to this
Contract and performance of the services described herein, including but not limited to accounting
procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature
expended in the performance of this Contract. Contractor shall retain such records for a period of six
years following the date of final payment.
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 finally resolved.
28. REGISTRATION WITH DEPARTMENT OF REVENUE
If required by law, the Contractor shall complete registration with the Washington State Department of
Revenue.
29. 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 Contract and prior to normal completion, COMMERCE may terminate the
Contract under the "Termination for Convenience" clause, without the ten calendar day notice
requirement. In lieu of termination, the Contract may be amended to reflect the new funding limitations
and conditions.
30. SEVERABILITY
If any provision of this Contract or any provision of any document incorporated by reference shall be held
invalid, such invalidity shall not affect the other provisions of this Contract that can be given effect without
the invalid provision, if such remainder conforms to the requirements of law and the fundamental purpose
of this Contract and to this end the provisions of this Contract are declared to be severable.
31. SUBCONTRACTING
The Contractor may only subcontract work contemplated under this Contract if it obtains the prior written
approval of COMMERCE
If COMMERCE approves subcontracting, the Contractor 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 Contractor to amend its subcontracting procedures as they
relate to this Contract; (b) prohibit the Contractor from subcontracting with a particular person or entity; or
(c) require the Contractor to rescind or amend a subcontract.
Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The
Contractor is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or
condition of this Contract. The Contractor shall appropriately monitor the activities of the Subcontractor to
assure fiscal conditions of this Contract. In no event shall the existence of a subcontract operate to release
or reduce the liability of the Contractor to COMMERCE for any breach in the performance of the
Contractor'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 Subcontractor's performance of the subcontract.
32. SURVIVAL
The terms, conditions, and warranties contained in this Contract that by their sense and context are
intended to survive the completion of the performance, cancellation or termination of this Contract shall so
survive.
33. TAXES
All payments accrued on account of payroll taxes, unemployment contributions, the Contractor's income
or gross receipts, any other taxes, insurance or expenses for the Contractor or its staff shall be the sole
responsibility of the Contractor.
34. TERMINATION FOR CAUSE /SUSPENSION
In event COMMERCE determines that the Contractor failed to comply with any term or condition of this
Contract, COMMERCE may terminate the Contract in whole or in part upon written notice to the
Contractor. Such termination shall be deemed "for cause." Termination shall take effect on the date
specified in the notice.
In the alternative, COMMERCE upon written notice may allow the Contractor a specific period of time in
which to correct the non-compliance. During the corrective-action time period, COMMERCE may
suspend further payment to the Contractor in whole or in part, or may restrict the Contractor's right to
pertorm duties under this Contract. Failure by the Contractor to take timely corrective action shall allow
COMMERCE to terminate the Contract upon written notice to the Contractor.
"Termination for Cause" shall be deemed a "Termination for Convenience" when COMMERCE
determines that the Contractor did not fail to comply with the terms of the Contract or when COMMERCE
determines the failure was not caused by the Contractor's actions or negligence.
9
If the Contract is terminated for cause, the Contractor shall be liable for damages as authorized by law,
including, but not limited to, any cost difference between the original Contract and the replacement
Contract, as well as all costs associated with entering into the replacement Contract (i.e., competitive
bidding, mailing, advertising, and staff time).
35. TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Contract, COMMERCE may, by ten (10) business days written
notice, beginning on the second day after the mailing, terminate this Contract, in whole or in part. If this
Contract is so terminated, COMMERCE shall be liable only for payment required under the terms of this
Contract for services rendered or goods delivered prior to the effective date of termination.
36. TERMINATION PROCEDURES
After receipt of a notice of termination, except as otherwise directed by COMMERCE, the Contractor
shall:
Stop work under the Contract on the date, and to the extent specified, in the notice;
Place no further orders or subcontracts for materials, services, or facilities related to the Contract;
Assign to COMMERCE all of the rights, title, and interest of the Contractor under the orders and
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 subcontracts. Any attempt by the
Contractor to settle such claims must have the prior written approval of COMMERCE, and
Presen+e and transfer any materials, contract deliverables and/or COMMERCE property in the
Contractor's possession as directed by COMMERCE:
Upon termination of the Contract, COMMERCE shall pay the Contractor for any service provided by the
Contractor under the Contract prior to the date of termination. COMMERCE may withhold any amount
due as COMMERCE reasonably determines is necessary to protect COMMERCE against potential loss
or liability resulting from the termination. COMMERCE shall pay any withheld amount to the Contractor if
COMMERCE later determines that loss or liability will not occur.
The rights and remedies of COMMERCE under this section are in addition to any other rights and
remedies provided under this Contract or otherwise provided under law.
37. WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach.
Any waiver shall not be construed to be a modification of the terms of this Contract unless stated to be
such in writing and signed by Authorized Representative of COMMERCE.
10
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STATE AND FEDERAL
REQUIREMENTS AND ASSURANCES
In addition to laws listed in the general terms and conditions of this Contract, the Contractor
assures compliance with the following regulations as they pertain to the local project. Contact
the State if you want assistance in obtaining a copy of these regulations.
FEDERAL
A. HOUSING AND COMMUNITY DEVELOPMENT
7. Public Law 90-284, Title VIII of the Civil Rights Act of 1968, 42 U.S.C. 3601 et seq.,
commonly referred to as the Federal Fair Housing Act, as amended by the Fair Housing
Amendments Act of 1988 (P.L. 100-430)
2. Executive Order 11063, as amended by Executive Order 12259 (24 CFR Part 107)
3. 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.
4. Title II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies
Act of 1970, 42 U.S.C. 4630, as amended in 1989) and implementing regulations at 49
CFR part 24
5. Title IV of the Lead-Based Paint Poisoning Prevention Act, 42 U.S.C. 4831 b
B. LABOR
1. Davis-Bacon Act, as amended, 40 U.S.C. 3141 et seq.
2. Prohibition of Use of CDBG for Job-Pirating Activities, 24 CFR Part 570.482(f), revised
June 2006
C. ENVIRONMENTAL AND CULTURAL
1. The National Environmental Policy Act of 1969 (NEPA), 42 U.S.C. Section 4321 et seq.,
and HUD's implementing regulations at 24 CFR parts 58
2. The Clean Air Act, as amended, 42 U.S.C. 7401 et seq.
3. HUD Environmental Criteria and Standards (24 CFR Part 51)
4. Executive Order 11990, May 24, 1977, as amended by Executive Order 11990: Protection
of Wetlands, 42 FR 26961 et seq.
5. The Wild and Scenic Rivers Act of 1968, as amended, 16 U.S.C. 1271 et seq.
8. Executive Order 11988, May 24, 1977: Floodplain Management and Wetland Protection,
42 FR 26951 et seq.
7. Coastal Zone Management Act of 1972, as amended, 16 U.S.C. 1451 et seq.
8. The Endangered Species Act of 1973, as amended, 16 U.S.C. 1531 et seq.
9. The Reservoir Salvage Act of 1960, as amended by the Archaeological and Historic
Preservation Act of 1974, 16 U.S.C.469 et seq.
10. 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 (Environmental Protection Agency);
11. 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.
12. The Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery
Act of 1976, 42 U.S.C. Section 6901 et seq.
13. The Fish and Wildlife Coordination Act of 1958, as amended, 16 U.S.C. Section 661 et
seq.
14. The National Historic Preservation Act of 1966, 16 U.S.C. 470
15. The Archaeological and Historical Data Preservation Act of 1974, 16 U.S.C. 469a-1 et
seq.
18. Executive Order 11593, Protection and Enhancement of the Cultural Environment, May
13, 1971
17. Farmland Protection Policy Act of 1981, 7 U.S.C. 4201 et seq., and 7 CFR Part 658
18. Environmental Justice (Executive Order 12898), as amended by Executive Order 12948
19. Explosive and Flammable Operations (Section 2 of the Housing Act of 1949, as amended,
42 U.S.C. 1441; Section 7(d) of the Dept HUD Act of 1965, 42 U.S.C. 3535(d); Section 2
of the Housing and Urban Development Act of 1969, 42 U.S.C. 1441(a); and 24 CFR Part
51 Subpart C)
20. 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 Housing and Urban
Development Act of 1969, P.L. No 90-448, Section 7(d) of the Dept HUD Act of 1965, 42
U.S.C. 3535(d), and 24 CFR Part 51 Subpart D
21. 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))
22. 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
2. Prevailing Wages on Public Works, Chapter 39.12 RCW
3. State Environmental Policy Act (SEPA), Chapter43.21C RCW
4. State Building Code, Chapter 19.27 RCW; Energy Related Building Standards, Chapter
19.27A RCW; and Provisions in Buildings for Aged and Handicapped Persons, Chapter
70.92 RCW
5. Interlocal Cooperation Act, Chapter 39.34 RCW
s. State Environmental Policy Act (SEPA), Chapter 43.21 (C) RCW
7. Noise Control, Chapter 70.107 RCW
8. Shoreline Management Act of 1971, Chapter 90.58 RCW
9. Governor's Executive Order 89-10, December 11, 1989: Protection of Wetlands, and
Governor's Executive Order 90-04, April 21, 1990: Protection of Wetlands