HomeMy WebLinkAbout060214_ca02Consent Agenda
Commissioners Office
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Philip Morley, County Administrator
FROM: Julie Shannon, Executive Secretary I
DATE: June 2, 2014
SUBJECT: AGREEMENT NO. 14- 65400 -007 re: 2014 Community Development Block Grant
(CDBG) Public Services Grant for Olympic Community Action Programs (OlyCAP);
In the Amount of $99,249; Jefferson County Administrator; Washington State
Department of Commerce
STATEMENT OF ISSUE:
AGREEMENT NO. 14- 65400 -007 re: 2014 Community Development Block Grant (CDBG) Public Services
Grant for Olympic Community Action Programs (OIyCAP); In the Amount of $99,249; Jefferson County
Administrator; Washington State Department of Commerce
A Hearing was held on March 24, 2014 to take comments on the proposed CDBG Public Service Grant. At that
Hearing the BOCC approved Resolution No. 12 -14, Certification of Compliance for the CDBG Public Service
Grant (OlyCAP).
Approve AGREEMENT NO. 14- 65400 -007 re: 2014 Community Development Block Grant (CDBG) Public
Services Grant for Olympic Community Action Programs (OlyCAP); In the Amount of $99,249; Jefferson
County Administrator; Washington State Department of Commerce
REVI � BY: 7
L
43hilip Morley, o ty Administr
Date
M
0 Department Innovation is in our nature.
of
Contract to:
For:
Jefferson County
Through
Community Development Block Grant (CDBG) Program
Public Services Grant
Provide public services through Olympic Community Action
Program to low- and moderate - income persons in Jefferson and
Clallam Counties.
Start date: 7/1/2014
a
TABLE OF CONTENTS
FaceSheet ............................................................................ ............................... 1
Special Terms 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.
Closeout ................................................................... ............................... 4
7.
Contract Management ............................................... ..............................4
8.
Environmental Review ............................................... ..............................4
9.
Equal Opportunity Treatment for Faith Based Organizations ................... 5
10.
Insurance .................................................................. ............................... 5
11.
Notification of Tenant Rights /Responsibilities ........... ............................... 5
12.
Performance Reporting ............................................. ............................... 6
13.
Program Income ....................................................... ............................... 6
14.
System for Award Management ( SAM) ..................... ............................... 6
15.
Subcontracts for Engineering Services ..................... ............................... 6
16.
Order of Precedence ................................................ ............................... 6
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 ............................................................ ..............................3
10.
Copyright Provisions ................................................ ............................... 4
11.
Disputes ................................................................... ............................... 4
12.
Ethics /Conflicts of Interest ........................................ ............................... 4
13.
Governing Law and Venue ....................................... ............................... 4
14.
Indemnification ......................................................... ............................... 5
15.
Independent Capacity of the Contractor .................... ............................... 5
16.
Industrial Insurance Coverage .................................. ............................... 5
17.
Laws .......................................................................... ..............................5
18.
Licensing, Accreditation and Registration ................. ............................... 6
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 ............... ............................... 8
29.
Savings ...................................................................... ..............................8
30.
Severability ................................................................ ..............................8
31.
Subcontracting ........................................................... ..............................9
A-,
32.
Survival ......................................................................
..............................9
33.
Taxes .........................................................................
..............................9
34.
Termination for Cause/ Suspension ........................... ...............................
9
35.
Termination for Convenience .................................... ...............................
9
36.
Termination Procedures ............................................ ...............................
9
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)
.t
FACE SHEET
Contract Number: 14- 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
Telephone: (360) 385 -9121
Telephone: (360) 725 -3015 1011 Plum Street SE
Fax: (360) 385 -9220
Fax: (360) 586 -8440 Olympia, WA 98504
Email: racarroll @co.jefferson.wa.us
Email: carrie.calleja @commerce.wa.gov
5. Contract Amount
6. Funding Source
7. Start Date
8. End Date
$99,249
Federal: ® State: ❑ Other: ❑ N /A: ❑
7/1/2014
6/30/2015
9. Federal Funds (as applicable) Federal Agency CFDA Number
$99,249 U.S. Department of Housing and Urban 14.228
Development (HUD)
10. Tax ID #
11. SWV #
12. UBI #
13. DUNS #
91- 6001322
0002430 -28
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 year referenced above.
The rights and obligations of both parties to this Contract are governed by this Contract including the following documents
incorporated by reference: Contractor Special and General Terms and Conditions including Attachment "N'— 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, prepared by Commerce.
FOR CONTRACTOR
FOR COMMERCE
^J U0 .h , Commissioner
Kendee Yamaguchi, Assistant Director
Jefferson County , �,.
Local Government and Infrastructure Division
Date
Date
Appmed 07 f0M
BIZ_7 1 ry
APPROVED AS TO FORM ONLY
Je efeon
1:11
Sandra C. Adix, Assistant Attorney General (Signature on File)
David Alvarez, Chief IPA
May 24, 2013
Date
SPECIAL TERMS AND CONDITIONS
COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
1. 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 At 9 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
Attn: Contracts Administration Unit (CAU) Project Manager
1011 Plum Street SE
PO Box 42525
Olympia WA 98504 -2525
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.
Each A19 Reimbursement Voucher (except for Public Services Grants) must be accompanied by a Project
Status Report, which describes, in narrative form, the progress made on the project since the last invoice was
submitted, as well as a report of project status to date. COMMERCE will not release payment for any
reimbursement request received until the Project Status Report is received. After approving the Voucher and
the Project Status Report, Commerce shall promptly release funds to the Contractor.
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. 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.
7. 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.
8. 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. In cases 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 43.21 C.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).
9. EQUAL OPPORTUNITY TREATMENT FOR FAITH BASED ORGANIZATIONS
The Contractor agrees to comply with the applicable requirements of 24 CFR 570.2000), Department of
Housing and Urban Development (HUD).
10. INSURANCE
All self- insured risk management programs or self - insured /liability pool financial reports must comply with
Generally Accepted Accounting Principles (GAAP) and adhere to accounting standards promulgated by:
i. Governmental Accounting Standards Board (GASB),
ii. Financial Accounting Standards Board (FASB), and
iii. The Washington State Auditor's annual instructions for financial reporting.
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 a self- 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 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 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 fire, 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.
11. NOTIFICATION OF TENANT RIGHTS /RESPONSIBILITIES
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
12.
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 Displacement/Non- Displacement
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.
13. 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.
14. SYSTEM FOR AWARD MANAGEMENT (SAM►
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.
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
As used throughout this Contract, the following terms shall have the meaning set forth below:
C. "Authorized Representative' shall mean the Director and /or the designee authorized in writing to act on the
Director's behalf.
D. "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.
E. "COMMERCE" shall mean the Department of COMMERCE.
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. "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. AMENDMENTS
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 (GAAS); 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 auditreview(c 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 a three -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 a three -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. CONFIDENTIALITY /SAFEGUARDING 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. CONFORMANCE
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 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 Contractor hereby irrevocably assigns aft 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 or quasi - 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. ETHICSICONFLICTS 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 for 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 1701u (See 24 CFR 570.607(b)).
D. Office of Management and Budget Circulars
Cost Principles for State, Local and Indian Tribal Governments, OMB Circular A -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. 243 \Wednesday, 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.
ty
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
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 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 perform 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 under the terms, and in the manner as set forth therein.
Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. If any
Subcontractor fails to comply with any applicable term or condition of this Contract, including the Scope of Work
in Attachment A, the Contractor shall be responsible for completing the work itself, or contracting with another
Subcontractor as approved by Commerce. 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 perform 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.
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
Preserve 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.
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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
1. 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 (1), 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 11 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. 4831b
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.
6. 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.
16. 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(1))
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), Chapter 43.21 C 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
6. 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
Governors Executive Order 90 -04, April 21, 1990: Protection of Wetlands