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Consent 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: February I, 2010 SUBJECT: AGREEMENT NO. 10-64100-004 re: 2010 Community Development Block Grant (DCBG) Public Services Grant for Olympic Community Action Programs (OlyCAP); Jefferson County Administrator; Washington State Department of Community, Trade and Economic Development (CTED) STATEMENT OF ISSUE: AGREEMENT NO. 10-64100-004 re: 2010 Community Development Block Grant (DCBG) Public Services Grant for Olympic Community Action Programs (OlyCAP); Jefferson County Administrator; Washington State Department of Community, Trade and Economic Development (CTED) RECOMMENDATION: Approve AGREEMENT NO. 10-64100-004 re: 2010 Community Development Block Grant (DCBG) Public Services Grant for Olympic Community Action Programs (OlyCAP); Jefferson County Administrator; Washington State Department of Community, Trade and Economic Development (CTED) ;:() ,7Itc: Date , ~~TE OA- 1lc,e: ., .... J'HINe. Department of Commerce Innovation is in our nature. Grant Agreement with: Jefferson County through Community Development Block Grant (CDBG) Program Public Services Grant For: Public services to low income persons in Jefferson and Clallam Counties through the Olympic Community Action Program Start date: January 1, 2010 Washington State Department of Commerce www.COMMERCE.wa.goY TABLE OF CONTENTS FACE SHEET CONTRACT TERMS AND CONDITIONS Special Terms and Conditions' 1. Definitions. ........... .... ... ..... ......... ......... ....... ......... ................... ....... ............ 1 2. Access to Records................................................................................... 1 3. Acquisition and Disposition of Assets....................................................... 1 4. Agreement Management ......................................................................... 2 5. Anti-Lobbying Certification and Disclosure Form ..................................... 2 6. Billing Procedures and Payment.............................................................. 2 7. Closeout........ ...... ....... .............. .......... .... ..... ....... ........ ...... ........ ............... 2 8. Environmental Review ............................................................................. 3 9. Equal Opportunity Treatment for Faith Based Organizations..................4 10. Insurance....... ...:............ ... ...... ............ ....... ............ ..... ...... .... ................... 4 11. Subcontracts for Engineering Services ....................................................6 12. Program Income ...................................................................................... 6 13. Reports..... ................................................. ................. ...... ............... ........ 6 14. Order of Precedence ............................................................................... 6 General Terms and Conditions 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. Definitions................................................................................................ 1 All Writings Contained Herein .................................................................. 1 Amendments........................................................................................... 1 Assignment.............................................................................................. 1 Attorney Fees .......................................................................................... 1 Audit..... ... .... ...... ... ....... ...... ... ..... .... ... ... ................ ........ ... ... .... .... ...... .... .... 1 Certification Regarding Debarment, Suspension or Ineligibility or Ineligibility and Voluntary Exclusion ......................................................... 3 Confidentiality/Safeguarding of Information.............................................. 3 Conformance ........................ .. ............................ ...................... .............. 4 Copyright Provisions............. ..................................................................4 Disallowed Costs ................. ..................................................................5 Disputes...... ................... ... .................,. ...... ...... ......... ;....... ........ .......... .... 5 Duplicate Payment. .... ......... .................. ...... ...... ......... .......................... .... 5 Ethics/Conflicts of Interest ....................................................................... 5 Governing Law and Venue ..............................................:....................... 5 Indemnification .......... ..... .... ... ..... ....... ....... ................. ... .......... ....... ... ....... 5 Independent Capacity of the Contractor................................................... 6 Industrial Insurance Coverage .................................................................6 Laws ...... .......... ... ....... ... ...... ... ... ...... ... ....... ...... ........... ... .......... .... ... ... ....... 6 Licensing, Accreditation and Registration ................................................ 8 Limitation Of Authority............................................................................. 8 Noncompliance With Nondiscrimination Laws.......................................... 8 Political Activities .....................................................................................8 Prevailing Wage Laws ...................................................................,......... 8 Procurement Standards for Federally Funded Programs .........................9 Prohibition Against Payment Of Bonus Or Commission........................... 9 Publicity........ ................ ... ......... ................... ......... ........... .... ....... ........... 10 Recapture.............................................................................................. 10 Records Maintenance...... ......... ... ...................... .............. .... ....... ........... 10 Registration With Department Of Revenue ............................................ 10 Savings.................................................................................................. 10 32. Severability ............................................................................................ 10 33. Subcontracting................. ................................ ...................................... 10 34. Survival. .............. ............................ ............................... .................. ...... 11 35. Taxes. ........... ......... .................... .............. .................... .......................... 11 36. Termination for Cause/Suspension........................................................ 11 37. Tennination for Convenience................................................................. 11 38. Termination Procedures......................................................................... 11 39. Waiver ................................................................................................... 12 Attachment A, Scope of Work Attachment B, State and Federal Requirements and Assurances Attachment C, Letter to Incur Costs (if applicable) . FACE SHEET Contract Nnmber: 10-64100-004 Wasbington State Department of Commerce Local Government Division Community Development Programs Community Development Block Grant (CDBG) Program Public Services Grant 1. Contractor 2. Contractor Doing Business As (optional) Jefferson County Olympic Community Action Programs PO Box 1220 Timothy Hockett, Executive Director Port Townsend W A 98368 803 W Park A venue Port Townsend, W A 98368 3. Contractor Representative 4. COMMERCE Representative Karen Bednarski, Grant Coordinator Kaaren Roe, Project Manager PO Box 42525 Pbone: (360) 385-9383 Phone: 360.725.3018 906 Columbia Street SW Fax: (360) 385-9382 Fax: (360) 664-3123 Olympia, WA 98504-2525 Email: kbednarski@co.jefferson.wa.us Kaaren.roe@cornmerce.wa.gov 5. Agreement Amount 6. Funding Source 7. Start Date 8. End Date $142,948 Federal: [2J State: 0 Other: 0 N/A: 0 01/01/2010 2/28/2011 9. Federal Funds (as applicable) Federal Al!encv CFDA Number $142,948 U.S. Department of Housing and Urban 14.228 Develooment (HUD 10. Tax 10 # 111. SWV # 12. UBI # 113. DUNS # 91-6001322 0002430-00 N/A 179278197 14. Agreement Purpose $142,948 for public services to low income persons in Jefferson and Clallam Counties through the Olympic Community Action Programs. A full descriotion of this oroiect is in AttacJnnent "A".. Scooe of Work and Bud!!et. COMMERCE, defined as the Department of Commerce, and the Contractor, as defmed above, acknowledge and accept the terms of this Agreement and attachments and have executed this Agreement on the date below to start as of the date and year referenced above. The rights and obligations of both parties to this Agreement are governed by this Agreement and the following other documents incorporated by reference: Contractor Special and General Tenus and Conditions including Attachment "A" - Scope of Work and Budget, AttacJnnent "B" - State and Federal Requirements and Assurances, AttacJnnent "C" - Letter to Incur Costs (if applicable), AttacJnnent "D" - Additional Conditions and Agreement for Interim FinancinglCDBG Float-Funded Activity (if applicable), and AttacJnnent "E" - Assignment of Rights, Title, and Interest (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 The Honorable David Snllivan Karen J. Larkin, Assistant Director .:!effe.!s.<>n County c:.olllmissillller Local Government Division - - Date Date APPROVED AS TO FORM ONLY . IJpro'~1 as to form O:'.J' Alice Blado, Assistant Attorney General (Signature on File) .n (;' 0 I ~ "W)u Mav 29.2009 Date ''''j[~ tL . m.' . --'i':L:OI1 CO, Prosecu 9'" C,,'. . ..- SPECIAL TERMS AND CONDITIONS COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM 1. DEFINITIONS A. "Subcontractor" in the General Conditions of this Agreement shall mean the same as the term "subrecipient" found in the federal Community Development Block Grant (CDBG) rules and regulations and the term "contractor" found in the procedures and policies in state's CDBG Management Handbook. 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. C. "Low-, moderate-, and middle-income" shall mean a household income equal to or less than 120 percent of the area median income, measured as 2.4 times the current Section 8 income limit for households below 50 percent of median income, adjusted by family size. D. For purposes of the Neighborhood Stabilization Program only, the term "Iow- and moderate- income person" as it appears throughout the CDBG regulations at 24 CFR part 570 shall be defined as a member of a low-, moderate-, and middle-income household. 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 with grant funds. The use and disposition of real property and equipment under this Agreement will be in compliance with the requirements of 24 CFR Part 84 and 24 CFR 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 Community Development Block Grant (CDBG) funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG national objectives for ten (10) years after the Agreement 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 1 O-years of closeout of this Agreement shall be treated as program income under Section 12 of these Special Terms and Conditions. In cases in which equipment acquired, in whole or in part, with funds under Ihis Agreement is sold, the proceeds will be program income. Real property acquired, improved or sold, in whole or part, with Neighborhood Stabilization Program (NSP) funds shall comply with the requirements of Public Law 110-289, Housing and Recovery Act of 2008 (HERA), section 2301, which includes but is not limiled to: Section 2301(d)(1) current market appraisal requir.ents to determine the statutory purchase discount and to ensure purchasers are paying below-market value for the home or property; Section 2302(d)(3) sale amounl restrictions for any abandoned or foreclosed upon home or residential property purchased, redeveloped, or otherwise sold to an individual as a primary residence to an amount equal to or less than the cost to acquire and redevelop or rehabilitate such home or property up to a decent, safe, and habitable condition; and Section 2301 (f)(3) affordability requirements as stipulated in 24 CFR 92.252 for rental housing units or 24 CFR 92.254 for owner-occupied housing units or for a longer period of time if practicable; COMMERCE I Local Government Agreement for Federal Funds ,. 'Ii, SPECIAL TERMS AND CONDITIONS COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM 4. AGREEMENT MANAGEMENT The Representative for each of the parties identified on the Face Sheet of this A9reement shall be responsible for and shall be the contact person for all communications and billings regarding the performance of this Agreement 5. 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 Ihat their provisions are included in any sub grant, contract, and subcontracts exceeding $100,000 of grant funds 6. 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. 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. Invoices shall be mailed to: Department of Commerce Local Government Division 128 - 10th Avenue SW PO. 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 Agreement number. If expenses are invoiced, provide a detailed breakdown of each type. A receipt must accompany any single expenses in the amount of $50.00 or more in order to receive reimbursement 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 Agreement or withhold payments claimed by the Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition of this Agreement, including completion of Ihe Environmental Review and the release of funds (if applicable). No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall be made by COMMERCE. 7. CLOSEOUT COMMERCE I Local Government Agreement for Federal Funds 2 . SPECIAL TERMS AND CONDITIONS COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM 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 cioseout 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 Agreement and any closeout Agreement and appiicable laws and regulations appear to have been carried out satisfactorily or there is no further state interest in keeping the grant open for the purpose of securing performance. 8. ENVIRONMENTAL REVIEW General PUrDose. Housina Enhancement. Neiahborhood Stabilization. and Recoverv Grants Fundin9 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 are met: A. The Contractor must prepare an environmental assessment 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 reiease of funds to COMMERCE. Upon receipt of the request, COMMERCE must allow a fifteen (15) day period for public review and comment. When COMMERCE '5 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 immediateiy, 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. Plannina-Onlv 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, COMMERCE (Local Government Agreement for Federal Funds 3 . SPECIAL TERMS AND CONDITIONS COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM 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 POG) or 58.34(4) (for PS) and (SEPA) WAC 197-11-800 (for POG) or WAC 197-11-305 (for' PS). Float-Funded Activitv Grants Funding shall not be released to a Float-Funded Activity grant recipient until the following conditions are met: A. If the Contractor completed a CDBG environmental review for the project under a previous CDBG, and has written notification from COMMERCE of the release of federal funds under that grant, the Contractor must provide a Letter of Continuation notifying COMMERCE that the environmental review requirements have been met. The Letter of Continuation must reference the grant under which CDBG environmental review requirements were met. It must also confirm that the projecl scope has not changed and no additional environmental review activities are required. B. If the Contractor has not completed a CDBG environmental review for the project under a previous grant, it must meet the same conditions required for that grant as described in this Environmental Review clause. 9. EQUAL OPPORTUNITY TREATMENT FOR FAITH BASED ORGANIZATIONS The Contractor agrees to comply with the applicable requirements of 24 CFR 570.2000) Housing and Urban Development Department (HUD). 10. INSURANCE The Contractor shall provide insurance coverage as set out in this section. The intent of the required insurance is to protect COMMERCE should there be any claims, suits, actions, costs, damages or expenses arising from any loss, or negligent or intentional act or omission of the Contractor or Subcontractor, or agents of either, while performing under the terms of this Agreement. The insurance required shall be issued by an insurance company authorized to do business within the state of Washington. Except for Professional Liability or Errors and Omissions I nsurance, the insurance shall name the state of Washington, its agents, officers, and employees as additional insureds under the insurance policy. All policies shall be primary to any other valid and collectable insurance. The Contractor shall instruct the insurers to give COMMERCE thirty (30) calendar days advance notice of any insurance cancellation, non-renewal or modification. The Contractor shall submit to COMMERCE within fifteen (15) calendar days of the Agreement start date, a certificate of insurance which outlines the coverage and limits defined in this insurance section. During the term of the Agreement, the Contractor shall submit renewal certificates not less than thirty (30) calendar days prior to expiration of each policy required under this section. The Contractor shall provide insurance coverage that shall be maintained in full force and effect during the term of this Agreement, as follows: Commercial General Liability Insurance Policy. Provide a Commercial General Liability Insurance Policy, including contractual liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of Agreement activity but no less than $1,000,000 per occurrence Additionally, the Contractor is responsible for ensuring that any Subcontractors provide adequate insurance coverage for the activities arising out of subcontracts. Automobile Liability. In the event that performance pursuant to this Agreement involves the use of vehicles, owned or operated by the Contractor or its Subcontractor, automobile liability insurance shall be required. The minimum limit for automobile liability is $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage. Professional Liability, Errors and Omissions Insurance. The Contractor shall maintain Professional Liability or Errors and Omissions Insurance. The Contractor shall maintain minimum limits of no less than $1,000,000 per occurrence to cover all activities by the Contractor and COMMERCE i Local Govemment Agreement for Federal Funds 4 "'- SPECIAL TERMS AND CONDITIONS COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM licensed staff employed or under contract to the Contractor. The state of Washington, its agents, officers, and employees need not be named as additional insureds under this policy. Fidelity Insurance. Every officer, director, employee, or agent who is authorized to act on behalf of the Contractor for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other instruments of payment for program costs shall be insured to provide protection against loss: A. The amount of fidelity coverage secured pursuant to this Agreement shall be $100,000 or the highest of planned reimbursement for the Agreement period, whichever is lowest. Fidelity insurance secured pursuant to this paragraph shall name COMMERCE as beneficiary. B. Subcontractors that receive $10,000 or more per year in funding through this Agreement shall secure fidelity insurance as noted above. Fidelity insurance secured by Subcontractors pursuant to this paragraph shall name the Contractor as beneficiary. C. The Contractor shall provide, at COMMERCE's request, copies of insurance instruments or certifications from the insurance issuing agency. The copies or certifications shall show the insurance coverage, the designated beneficiary, who is covered, the amounts, the period of coverage, and that COMMERCE will be provided thirty (30) days advance written notice of cancellation. Additional Provisions: Above insurance policy shall include the following provisions: 1. Additional Insured. The state of Washington, COMMERCE, its elected and appointed officials, agents and employees shall be named as an additional insured on all general liability, excess, umbrella and property insurance policies. All insurance provided in compliance with this Agreement shall be primary as to any other insurance or self-insurance programs afforded to or maintained by the State. 2. Identification. The policy must reference COMMERCE's Agreement number and the State agency name. 3. Insurance Carrier Rating. All insurance and bonds should be issued by companies admitted to do business within the state of Washington and have a rating of A-, Class VII or better in the most recently published edition of Best's Reports. Any exception shall be reviewed and approved by COMMERCE's Risk Manager, or the Risk Manager for the state of Washington, before the Agreement is accepted or work may begin. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284- 15 WAC. 4. Excess Coverage. By requiring insurance herein, COMMERCE does not represent that coverage and limits will be adequate to protect Contractor and such coverage and limits shall not limit Contractor's liability under the indemnities and reimbursements granted to COMMERCE in this Agreement. Local Government Contractors that Particillate in a Self-Insurance Proaram Self-Insured/Liability Pool or Self-Insured Risk Management Program - With prior approval from COMMERCE, the Contractor may provide the coverage above under a self-insured/liability pool or self-insured risk management program. In order to obtain permission from COMMERCE, the Contractor shall provide: (1) a description of its self-insurance program, and (2) a certificate an/or letter of coverage that outlines coverage limits and deductibles. All self-insured risk management programs or self-insured/liability pool financial reports must comply with Generally Accepted Accounting Principles (GAAP) and adhere to accounling standards promulgated by: 1) Governmental Accounting Standards Board (GAS B), 2) Financial Accounting Standards Board (FASB), and 3) the Washington State Auditor's annual instructions for financial reporting. Contractor's 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 COMMERCE / Local Government Agreement for Federal Funds 5 -.-"" .. SPECIAL TERMS AND CONDITIONS COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM not be named as additional insured under a self-insured propertylliability pool, if the pool is prohibited from naming third parties as additional insured. Contractor shall provide annually to COMMERCE a summary of coverages and a letter of self insurance, evidencing continued coverage under Contractor's self-insuredlliability pool or self-insured riSk management program. Such annual summary of coverage and letter of self insurance will be provided on the anniversary of the start date of this Agreement. 11. 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 professional services providers be covered by errors and omissions insurance in an amount not less than the amount of the firm's subcontract. If the firm is unable to obtain errors and omissions insurance, the firm shall post a bond with the Contractor for not less than the amount of the subcontract. Such insurance or bond shall remain in effect for the entire term of the subcontract. The subcontract shall provide that cancellation or lapse of the bond or insurance during the term of the subcontract shall constitute a material breach of the subcontract and cause for subcontract termination. The Contractor shall cause the subcontractor to provide 3D-day notice of cancellation. If the engineering firm is also the project administrator, the Contractor shall require that the bond or insurance shall be for not less than the amount of the entire CDBG project. 12. PROGRAM INCOME Program income, as defined in 24 CFR 570.489(e), retains federal identity and will be used before drawing additional CDBG or NSP 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 Agreement, if the total amount of program income received in a single year equals or exceeds $25,000. 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 on CDBG or NSP funds in excess of $100 must be remitted to COMMERCE for return to the U.S. Treasury. 13. REPORTS The Contractor, at such times and in such forms as COMMERCE may require, shall furnish periodic reports pertaining to the activities undertaken pursuant to this Agreement. These reports may include environmental review records, publication affidavits, procurement and contracting records, documentation of compliance with HUD 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 Agreement. 14. ORDER OF PRECEDENCE In the event of an inconsistency in this Agreement, 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 COMMERCE I Local Government A9reement for Federal Funds 6 , GENERAL TERMS AND CONDITIONS 1. DEFINITIONS As used throughout this Agreement, 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 Direclor's behalf. B. "Conlractor" shall mean the entity identified on the face sheel performing service(s) under this Conlract, and shall include all employees and agenls of the Conlraclor. C. "COMMERCE" shall mean the Department of COMMERCE or its successor agency. D. "Personallnformalion" shall mean information identifiable 10 any person, including, but not limited to, informalion that relates to a person's name, health, finances, education, business, use or receipt of govern menial 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. "Subconlraclor" shall mean one not in the employment of the Contractor, who is performing all or part of those services under this Agreement under a separate contract with the Contractor. The terms "subcontractor" and "subcontractors" mean subcontraclor(s) in any lier. 2. ALL WRITINGS CONTAINED HEREIN This Agreement contains all the terms and conditions agreed upon by the parties. No olher understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed 10 exist or to bind any of the parties hereto. 3. AMENDMENTS This Agreement may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel aulhorized to bind each of the parties. 4. ASSIGNMENT Neither this Agreement, nor any claim arising under this Agreement, shall be transferred or assigned by the Conlractor without prior written consent of COMMERCE. 5. ATTORNEYS' FEES Unless expressly permitted under another provision of the Agreement, in the event of litigation or other action brought to enforce Agreement terms, each party agrees to bear its own attorneys fees and costs. 6. AUDIT A. General Reauirements Contractors are to procure audit services based on the following guidelines. The Contractor shall maintain its records and accounts so as to facilitale the audit requirement and shall ensure that Subcontractors also mainlain 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 Contraclor all disallowed cosls resulting from Ihe audit. COMMERCE / Local Government Agreement for Federal Funds 1 GENERAL TERMS AND CONDITIONS , As applicable, Contractors required to have an audit must ensure the audits are performed in accordance wilh Generally Accepted Audiling Standards (GAAS); Government Auditing Slandards (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 req uest. B. Federal Funds Requirements - OMB Circular A-133 Audits of States. Local Governments and Non-Profit Ol'Qanizations 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-Profil Organizations." Revised OMB A-133 requires the Contractor to provide Ihe 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 agreement numbers Calalog of Federal Domeslic Assislance (CFDA) number Grantor agreement 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 entily, the Office of the State Audilor shall conduct Ihe audit. Audits of non-profil organizations are to be conducted by a certified public accountant selected by the Contractor in accordance with OMB Circular A-11 0 "Uniform Adminislralive Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-Profil Organizations." The Contractor shall include the above audit requirements in any subcontracts. In any case, the Contraclor's financial records musl be available for review by COMMERCE. C. Documentation Requirements The Contractor must send a copy of any required audil 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) to: Department of Commerce AnN: Audit Review and Resolution Office 906 Columbia Street SW, Fifth Floor PO Box 42525 Olympia WA 98504-2525 . Corrective action plan for audit findings within three (3) months of the audit being received by COMMERCE. . Copy of the Management Letter COMMERCE I Local Government Agreement for Federal Funds 2 GENERAL TERMS AND CONDITIONS 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 Agreement, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with oblaining, attempting to obtain, or performing a public or private agreemenl 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 Agreement had one or more public Iransactions (Federal, State, or local) terminated for cause of default. B. Where the Contractor is unable to certify to any of the slatements in this Agreemenl, the Contractor shall attach an explanation to this Agreement. C. The Contractor agrees by signing this Agreement that it shall not knowingly enter into any lower tier covered transaction wilh a person who is debarred, suspended, declared ineligible, or volunlarily excluded from participation in this covered transaction, unless aulhorized by COMMERCE. D. The Contractor further agrees by signing Ihis Agreement thai it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Volunlary Exclusion-Lower Tier Covered Transaction," as follows, wilhoul modification, in all lower lier covered transactions and in all solicitations for lower tier covered transaclions: LOWER TIER COVERED TRANSACTIONS a) The lower tier conlractor certifies, by signing this Agreement Ihat neither il nor ils principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participalion in Ihis Iransaction by any Federal department or agency. b) Where the lower tier contractor is unable to certify to any of the statements in this Agreement, such contractor shall attach an explanation to this Agreement. 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 COMMERCE / Local Government Agreement for Federal Funds 3 GENERAL TERMS AND CONDITIONS 3. All Personal Information in Ihe possession of the Contractor that may not be disclosed under state or federal law. "Personal Information" includes bul 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 idenlifying numbers, and "Protected Health Information" under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). B. The Contraclor shall comply wilh all state and federal laws relaled to the use, sharing, transfer, sale, or disclosure of Confidentiallnformalion. The Contractor shall use Confidentiallnformalion solely for the purposes of this Agreement and shall not use, share, transfer, sell or disclose any Confidentiallnformalion to any third party except with the prior written consent of COMMERCE or as may be required by law. The Conlraclor 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 therelo. Upon request, Ihe 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 Agreement whenever COMMERCE reasonably determines that changes are necessary to prevent unauthorized disclosures. The Contractor shall make Ihe changes within Ihe time period specified by COMMERCE. Upon request, the Contractor shall immediately relurn to COMMERCE any Confidenliallnformation that COMMERCE reasonably determines has not been adequately prolected by the Contractor against unauthorized disclosure. C. Unauthorized Use or Disclosure. The Contractor shall notify COMMERCE wilhin 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 Agreement 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. COPYRIGHT PROVISIONS Unless olherwise provided, all Materials produced under this Agreement 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 evenllhe 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 inlellectual 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 Iransfer these rights. For Malerials that are delivered under the Agreement, but that incorporale pre-existing materials not produced under the Agreement, the Contractor hereby grants to COMMERCE a nonexclusive, royalty-free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, dislribule, prepare derivative works, publicly perform, and publicly display. The Contractor warrants and represents that Ihe Contraclor has all rights and permissions, including intelleclual property rights, moral rights and rights of publicily, 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 Ihis Agreement, 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 Agreement The Contractor shall provide COMMERCE wilh prompt written notice of each nolice or claim of infringement received by the Contractor with respect to any Materials delivered under this Agreement COMMERCE shall have the righl to modify or remove any restrictive markings placed upon the Materials by the Contractor. COMMERCE / Local Government Agreement for Federal Funds 4 GENERAL TERMS AND CONDITIONS 11. DISALLOWED COSTS The Contractor is responsible for any audit exceplions or disallowed costs incurred by its own organization or that of its Subcontractors. 12. DISPUTES Except as otherwise provided in this Agreement, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing wilh 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 Ihe Contractor's name, address, and Agreement number; and . be mailed to the Director and the other party's (respondent's) Agreement Representative within three (3) working days after the parties agree Ihat 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 wriling to both parties within len (10) working days. The Direclor 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 Agreement 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. 13. DUPLICATE PAYMENT The Contractor certifies that work to be performed under this Agreement does not duplicate any work 10 be charged against any other contract, subcontract, or other source. 14. ETHICS/CONFLICTS OF INTEREST In performing under this Agreement, the Contractor shall assure compliance with the Ethics in Public Service Act (Chapler 42.52 RCW ) and any other applicable state or federal law related 10 ethics or confticts of interest. 15. GOVERNING LAW AND VENUE This Agreement 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. 16. INDEMNIFICATION Each party 10 this Agreement shall be responsible for its own acts and/or omissions and those of its officers, employees and agents. No party to this Agreement shall be responsible for Ihe acts and/or omissions of entities or individuals nol a party to this Agreement. COMMERCE I local Government Agreement for Federal Funds 5 GENERAL TERMS AND CONDITIONS 17. INDEPENDENT CAPACITY OF THE CONTRACTOR The parties intend that an independent contractor relationship will be created by this Contract. The Contractor and ils employees or agents performing under this Agreement 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 conlrol of the work will be solely with the Contractor. 18. INDUSTRIAL INSURANCE COVERAGE The Contractor shall comply with all applicable provisions of Tille 51 RCW, Industrial Insurance. If Ihe Contractor fails to provide industrial insurance ccverage 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 "mount owed by the Contractor to the accident fund from the amount payable 10 the Contractor by COMMERCE under this Conlract, and transmit the deducted amount to the Department of labor and Industries, (l&l) Division of Insurance Services. This provision does not waive any of l&l's rights to ccllect from the Contractor. 19. LAWS The Contractor shall comply with all applicable laws, ordinances, codes, regulations, and policies of local, stale, and federal governments, as now or hereafter amended, including, but not limited 10: United States Laws, Rellulations and Circulars (Federal) A. Audits Office of Management and Budget (OMB) Revised CirCular A-133 "Audils of States, Local Governments, and Non-Profit Organizations." B. Labor and Safety Standards Convicl 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 USC. 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 Disabililies 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 USC. 793. Handicapped Recipients of Federal Financial Assistance, Rehabilitation Acl 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. COMMERCE I Local Government Agreement for Federal Funds 6 , GENERAL TERMS AND CONDITIONS Nondiscrimination and Equal Opportunity, 24 CFR 5.1 05(a). Nondiscrimination in benefits, Title VI of the Civil Rights Act of 1964, Public Law 88-352,42 U.S.C. 2002d el seq, 24 CFR Part 1. Nondiscrimination in employmenl, Title VII of the Civil Rights Act of 1964, Public Law 88-352. Nondiscrimination in Federally Assisted Construction Conlracts, 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 1968, 12 USC 1701 u (See 24 CFR 570.607(b)). D. Office of Management and Budget Circulars Cost Principles for Slate, 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 Instilutions of Higher Education, Hospitals and Olher Nonprofit Organizations, OMB Circular A-110. E. Other Anti-Kickback Act, 18 U.S.C. 874; 40 US.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 nol used Federal appropriated funds to pay any person or organizalion 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 contracl, 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 10 the recipient. Non-Supplanting Federal Funds. Section 8 Housing Assistance Payments Program. F. Privacy Privacy Act of 1974,5 U.s.C. 552a. Washinoton Slate Laws and Reoulations 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, Chapler 42.17 RCW. D. Discrimination-human rights commission, Chapter 49.60 RCW. E. Ethics in public service, Chapter 42.52 RCW. COMMERCE I Local Government Agreement for Federal Funds 7 GENERAL TERMS AND CONDITIONS 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, Chapler 43.88 RCW. 20. 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. 21. LIMITATION OF AUTHORITY Only the Authorized Representative or Authorized Represenlative's designee by writing (designation to be made prior to action) shall have the express, implied, or apparenl authority to alter, amend, modify, or waive any clause or condition of this Contract. 22. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS During Ihe performance of this Agreement, Ihe Conlractor shall comply with all federal; state, and local nondiscrimination laws, regulations and policies. In the event of the Contraclor's non-compliance or refusal to comply with any nondiscrimination law, regulation or policy, Ihis Agreement may be rescinded, canceled or terminated in whole or in part, and the Contractor may be declared ineligible for further Agreements with COMMERCE. The Contractor shal', however, be given a reasonable time in which to cure this noncompliance. Any dispute may be resolved in accordance with Ihe "Disputes" procedure set forth herein. 23. 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. 24. PREVAILING WAGE LAWS All contractors and subcontractors performing work on a construction project funded through this agreement shall comply with prevailing wage laws by paying Ihe higher of stale or federal prevailing wages according to: State Prevailing Wages on Public Works, Chapter 39.12 RCW, as applicable 10 the Project funded by this agreement, including bul not limited to the filing of the "Statement of Inlent 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 subcontraclors in the performance shall be paid wages al rates not less than those prevailing on similar construction in the locality as determined by the Secretary of Labor. 25. 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 Granls in Aid for State and Local Governments, for all purchases funded by this Agreement. COMMERCE I Local Government Agreement for Federal Funds 8 GENERAL TERMS AND CONDITIONS A Conlractor which is a nonprofit organization shall establish procurement policies in accordance with OMS Circular A-11 0, Uniform Administrative Requiremenls for Grants and Agreements with Nonprofit Agencies, for all purchases funded by Ihis Agreement The Contraclor's procurement system should include at least the following: 1. A cede or standard of conduct thai shall govern the performance of its officers, employees, or agents engaged in the awarding of centracts using federal funds. 2. Procedures that ensure all procurement transactions shall be conducted in a manner to provide, to the maximum extent praclical, 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 inslrument (fixed price, cosl 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 subcentractors who possess the potential ability 10 perform successfully under the terms and conditions of the proposed procurement f. Some form of price or cost analysis should be performed in connection wilh every procuremenl action. g. Procurement recerds 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 cempetitive bids if offers are nol obtained. h. A system for Agreement administration 10 ensure Contraclor conformance with terms, conditions and specificalions of this Agreement, 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 Agreement to enter into a sole source Agreemenl or an Agreement where only one bid or proposal is received when value of this Agreement 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-compelilive procurement, if applicable. 26. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION The funds provided under this Agreement shall not be used in payment of any bonus or commission for the purpose of oblaining approval of the application for such funds or any other approval or concurrence under this Agreement provided, however, that reasonable fees or bona fide technical consultanl, managerial, or other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as projecl costs. 27. PUBLICITY The Contractor agrees not to publish or use any advertising or publicity malerials in which Ihe state of Washington or COMMERCE's name is menlioned, or language used from which the cennection with COMMERCE J tocal Government Agreement for Federal Funds 9 GENERAL TERMS AND CONDITIONS the state of Washington's or COMMERCE's name may reasonably be inferred or implied, wilhout the prior wrillen consenl of COMMERCE. 28. RECAPTURE In the event that the Contractor fails to perform this Agreement in accordance wilh state laws, federal laws, and/or the provisions of this Agreement, COMMERCE reserves the right to recapture funds in an amount to compensate COMMERCE for the nonccmpliance in addition to any other remedies available at law or in equity. 29. RECORDS MAINTENANCE The Contractor shall maintain all books, records, documents, data and other evidence relating to this Agreement and performance of the services described herein, including but not limited to accounting procedures and practices which sufficiently and properly reflecl all direct and indirect cosls of any nature expended in the performance of this Agreement. Contraclor 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. 30. REGISTRATION WITH DEPARTMENT OF REVENUE If required by law, the Contractor shall complete registration with the Washington State Department of Revenue. 31. SAVINGS In the event funding from state, federal, or olher sources is withdrawn, reduced, or limited in any way after the effective date of this Agreement and prior to normal completion, COMMERCE may terminate the Agreement under the "Terminalion for Convenience" clause, without Ihe ten calendar day notice requirement. In lieu of termination, the Agreement may be amended to reflect the new funding limitations and ccnditions. 32. SEVERABILITY If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement that can be given effect without the invalid provision, if such remainder conforms to the requirements of law and the fundamental purpose of this Agreement and to Ihis end the provisions of Ihis Agreement are declared to be severable. 33. SUBCONTRACTING The Contraclor may only subcontract work contemplated under this Agreement if it obtains Ihe prior wrillen approval of COMMERCE. If COMMERCE approves subcontracting, the Conlractor shall maintain wrillen procedures related to subcontracting, as well as ccpies of all subcontracts and reccrds related to subcontracts. For cause: COMMERCE in writing may: (a) require the Contractor to amend its subconlracting procedures as they relate 10 this Contracl; (b) prohibil 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 10 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 Subccntractor 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. COMMERCE / Local Government Agreement for Federal Funds 10 GENERAL TERMS AND CONDITIONS Every subcontract shall include a lerm Ihat COMMERCE and the State of Washington are nolliable for claims or damages arising from a Subcontractor's performance of the subcontract. 34. SURVIVAL The terms, conditions, and warranties contained in this Agreemenlthat by Iheir sense and context are intended to survive Ihe complelion of the performance, cancellation or termination of Ihis Agreement shall so survive. 35. TAXES All payments accrued on account of payrolllaxes, unemployment contributions, the Contractor's income or gross receipts, any other taxes, insurance or expenses for the Contractor or ils staff shall be the sole responsibility of the Conlractor. 36. TERMINATION FOR CAUSE I SUSPENSION In event COMMERCE delermines Ihatthe Contractor failed to comply with any term or ccndition of this Agreement, COMMERCE may terminate the Agreement in whole or in part upon written notice to the Contractor. Such termination shall be deemed "for cause." Termination shall take effect on the dale specified in the notice. In Ihe 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 Conlractor in whole or in part, or may restriclthe Contractor's right to perform duties under this Agreement. Failure by the Contractor to take limely corrective action shall allow COMMERCE to terminate the Agreement upon wrillen notice 10 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 lerms of the Agreement or when COMMERCE determines the failure was not caused by Ihe Contractor's actions or negligence. If the Agreement is terminated for cause, the Contractor shall be liable for damages as authorized by law, including, but not limited to, any cost difference beiween the original Agreement and the replacement Agreement, as well as all costs associaled wilh entering into Ihe replacemenl Agreement (i.e., compelilive bidding, mailing, advertising, and staff time). 37. TERMINATION FOR CONVENIENCE Except as olherwise provided in this Agreement, COMMERCE may, by ten (10) business days written notice, beginning on the second day after the mailing, terminate this Agreement, in whole or in part. If this Agreement is so terminated, COMMERCE shall be liable only for payment required under the terms of this Agreement for services rendered or goods delivered prior to the effective date of lermination. 38. TERMINATION PROCEDURES After receipt of a notice of termination, except as otherwise directed by COMMERCE, the Contraclor shall: A. Stop work under the Agreemenl on the date, and 10 the extent specified, in the notice; B. Place no further orders or subcontracts for materials, services, or facilities related to the Agreement; C. Assign to COMMERCE all of the rights, title, and interest of the Contractor under the orders and subccnlracls so terminated, in which case COMMERCE has Ihe right, at its discretion, to sellle or pay any or all claims arising out of the termination of such orders and subcontracls. Any attempt by the Contractor to settle such claims must have the prior written approval of COMMERCE, and D. Preserve and transfer any materials, Agreement deliverables and/or COMMERCE property in Ihe Contractor's possession as directed by COMMERCE. COMMERCE / Local Government Agreemenl for Federal Funds 11 GENERAL TERMS AND CONDITIONS Upon termination of the Agreement, COMMERCE shall pay the Contractor for any service provided by the Contraclor under the Agreement prior to the date of termination. COMMERCE may withhold any amounl due as COMMERCE reasonably determines is necessary to prolect COMMERCE against potential loss or liability resulting from the terminalion. COMMERCE shall pay any withheld amount to the Contractor if COMMERCE later delermines that loss or liability will not occur. The rights and remedies of COMMERCE under this seclion are in addition to any other rights and remedies provided under this Agreemenl or otherwise provided under law. . 39. 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 Agreement unless stated to be such in writing and signed by Authorized Representative of COMMERCE. COMMERCE I Local Government Agreement for Federal Funds 12 ... Q) C) " ::::l m " c nl ~~ ~co "'::::Je) 000 ~U'" ....c;1; 00' Q)l!!~ c.Gl.. o:t: ; uGl..c 'e rn.. o"::::S ....,Sz ou- _. II U .~ .. II I~.b _oc t;U8 Q) E .c u nl ~ I c o ;;:; CI. 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" 0 ., ::l :=., O(JQ ~ g g:~ " ~ o '" " ..., ~ e- " 'tl " ~ 8 ~ o " 1:' '0 o ?- N ~ to ~ -" N" ~ _ U> 0::; . o " (JQ o S' o (JQ ., " 0.. . n o S '0 " ~ " ., '0 "E. '" = cr" 3 ~ ., '" 00' ::l " 0' 0- g. ~ !r ~ o g :;a' .:0- (ii' " ~ ..., ~ ~ '" ..., " .0 ::. 01 3 " ::l ~ '" . ~. ..., " " S " g ~ 0' " ;:, ~ ;:: ~ o ~ o n o S S " ..., o !' o ::l (JQ o 3' o (JQ to "" w ~ . m tTl '" " S' " g; S- O' " =- (JQ 8. ~ ~ S ., ~.. ., S' ., S 2: '" ::t '" ;r "" ..., " '0 o ::i- S' \P ~ 0.. 01 o o ..., 0.. '" " " '0. S' (JQ ~ '" ~ " S '" N OJ s:: Q. CQ lD - o III - lD CQ o < :> Cl " ::l " ..., e. :> 0.. S p' . " "" ..., " " S " " ~ ~. e- ~ =- " n o S S " ..., o " 'tI ... .2. lD o - :to o - <' ;:;: CD' Ul - ~ - o CJI o ::T lD Q. s:: iii <It to> '"0 o o :tom 3 s:: o Q. s::CQ j lD -- 'tI ... .2. lD o - CJI o ::T lD Q. s:: iii III j Q. OJ s:: Q. CQ lD - CJI lD o ~ o j o )> - - III n ~ 3 CD ooa 00- ;a j I ... - Ill'" N o III 0 _0 -.... Zo 0 c: :"'! ~c...~ lD (I) 0 ~ ;:" .......CD OUlO .0 Q)j- ~o:E 000 os::... b=." 0,< III .,.. ;:, c. III s::: c. (Q CD - ATTACHMENT B STATE AND FEDERAL REQUIREMENTS AND ASSURANCES In addition to laws listed in the general terms and conditions of this Agreement, the Grantee 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. 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 (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) 5. Title IV of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4831 b) 6. Public Law 110-289, section 3, "Emergency Assistance for the Redevelopment of Abandoned and Foreclosed Homes" (also referred to as the Neighborhood Stabilization Program), of the Housing and Economic Recovery Act, 2008 (Docket No. FR-5255-1- 01) 7. The American Recovery and Reinvestment Act of 2009 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 ~M2006 ' C. ENVIRONMENTAL AND CULTURAL 1. The National Environmental Policy Act of 1969 (NEPA) (42 U.S.C. Section 4321 et seq., and 24 CFR Part 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. 46ga-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(i)) 22. Determining Confonnity 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 89-1 0, December 11, 1989: Protection of Wetlands, and Governor's Executive Order 90-04, April 21, 1990: Protection of Wetlands