HomeMy WebLinkAbout0467 - WA Dept of Commerce - Agreement - Boys & Girls Club Grant AcquisitionTABLE OF CONTENTS
Face Sheet.1
Special Terms and Conditions 2
1. Grant Management 2
2. Compensation 2
3. Certification of Funds 2
4. Prevailing Wage Law 3
5. Documentation and Security 3
6.Basis for Establishing Real Properly Values for Acquisitions of Real Properly 3
7. Expenditures Eligible for Reimbursement...4
8. Billing Procedures and Payment .4
9. Insurance 5
10. Order of Precedence 6
11. Reduction in Funds 6
12. Ownership of Project/Capital Facilities 7
13. Change of Ownership or Usefor Grantee-Owned Property 7
14. Change of Usefor Leased Property 7
15. Modificationto the Project Budget..7
16. Signage, Markers and Publications 8
17. Historical and Cultural Artifacts 8
18. Reappropriation 8
19. Recapture 8
20. Termination for Fraud or Misrepresentation 8
General Terms and Conditions 1
1. Definitions 1
2. Advanced Payments Prohibited 1
3. All Writings Contained Herein 1
4. Amendments 1
5. Americans with DisabilitiesAct (ADA)1
6. Approval.1
7. Assignment 1
8. Attorney's Fees 2
9.Audrt 2
10. Confidentiality/Safeguardingof Information 3
11. Conformance 3
12. Copyright Provisions 4
13. Disputes 4
14. Duplicate Payment 5
15. Ethics/Conflicts of Interest..5
16. Governing Law and Venue 5
17. Indemnification 5
18. Independent Capacity of the Grantee 5
19. Industrial Insurance Coverage 5
20. Laws 6
21. Licensing,Accreditation and Registration 6
22. Limitation of Authority 6
23. NoncomplianceWith Nondiscrimination Laws 6
24. Political Activities 6
25. ProhibitionAgainst Payment of Bonus or Commission 6
26. Publicity 7
27. Recapture 7
28. Records Maintenance 7
29. RegistrationWith Department of Revenue 7
30. Right of Inspection 7
31. Savings 7
32. Severability 7
33. Subgranting 8
34. Survival 8
35. Taxes 8
36. Termination for Cause/Suspension 8
37. Termination for Convenience 9
38. Termination Procedures 9
39. Waiver 9
Attachment A, Scope of Work; Attachment B, Budget; Attachment C, Availability of Funds;
Attachment D Certification of Prevailing Wages; Attachment E, Certification of LEED
FACE SHEET
Grant Number:10-96105-014
Washiugton State Department of Commerce
Local Government Division
Commnnity Development Programs
Capital Programs Unit
1.Grantee 2.Grantee Doing Business As (optional)
City of Marysville
21 Avenue A
Snohomish,Washington 98290
3.Grantee Representative
Dennis Kendall
Mayor
360-363-8089
DKendall@marysvillewa.gov
4.COMMERCE Representative
Daniel Aarthun
Program Manager
360-725-3007
360-664-3123
Dan.Aarthun@commerce.wa.gov
P.O. Box 42525
906 Columbia Street SW
Olympia,WA 98504-2525
5.Grant Amount 6.Funding Sonrce 7.Start Date 8.End Date
$487,500.00 Federal:D State:I:8J Other:D N/A:D Upon Final Signature 6/30/2013
9.Federal Fnnds (as applicable)
N/A
Federal Agency
N/A
CFDANumber
N/A
10.Tax ill #
91-6001459
11.SWV#12.UBI #13. DUNS #
N/A
14.Grant Pnrpose
Funds will be used to acquire a building to be used as the Marysville Boys &Girls Club.
COMMERCE,defined as the Department of Commerce or its successor agency, and the Grantee,as defined above,acknowledge
and accept the terms of this Grant and attachments and have executed this Grant on the date below to start as of the date and year
referenced above. The rights and obligations of both parties to this Grant are governed by this Grant and the following other
documents incorporated by reference:Grant Terms and Conditions including Attachment "A"-Scope of Work,Attachment "B"-
Budget,Attachment "C"-Certification of Availability of Funds to Complete the Project,Attachment "D"-Certification of the
Payment and Reporting of Prevailing Wages,Attachment "E"-Certification of Intent to Enter LEED process.
FORC/MERCE .:
~~~~
Dennis Kendall,Mayor
Date
APPROVED AS TO FORM Q
,fJ,A.awJt=1<yj.tJ.;,.APPROVED AS TO FORM ONLY
Date
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
THIS CONTRACT,entered into by and between City of Marysville (a unit of local government hereinafter
referred to as the Grantee), and the Washington State Department of Commerce (hereinafter referred to
as COMMERCE),WITNESSES THAT:
WHEREAS, the COMMERCE has the statutory authority under RCW 43.330.050 (5) to cooperate
with and provide assistance to local governments,businesses, and community-based
organizations;and
WHEREAS, the COMMERCE is also given the responsibility to administer state funds and
programs which are assigned to COMMERCE by the Governor or the Washington State
Legislature; and
WHEREAS, the Washington State Legislature has, in Laws of 2009,Chapter 497, Section 1048,
made an appropriation to support the Local and Community Projects Program, and directed
COMMERCE to administer those funds; and
WHEREAS, the enabling legislation also stipulates that the Grantee is eligible to receive funding
for acquisition, construction, or rehabilitation (a venture hereinafter referred to as the "Project").
NOW,THEREFORE,in consideration of covenants, conditions,performances,and promises hereinafter
contained, the parties hereto agree as follows:
1.GRANT MANAGEMENT
The Representative for each of the parties shall be responsible for and shall be the contact person for
all communications and billings regarding the performance of this Grant.
The Representative for COMMERCE and their contact information are identified on the Face
Sheet of this Grant.
The Representative for the Grantee and their contact information are identified on the Face Sheet
of this Grant.
2.COMPENSATION
COMMERCE shall pay an amount not to exceed $487,500.00 for the capital costs necessary for or
incidental to the performance of work as set forth in the Scope of Work.
3.CERTIFICATION OF FUNDS
A. The release of state funds under this contract is contingent upon the Grantee certifying that it has
expended or has access to funds from non-state sources as set forth in ATIACHMENT C
(CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE PROJECT), hereof.
Such non-state sources may consist of a combination of any of the following:
i) Eligible Project expenditures prior to the execution of this contract.
ii) Cash dedicated to the Project.
iii) Funds available through a letter of credit or other binding loan commitment(s).
iv) Pledges from foundations or corporations.
v) Pledges from individual donors.
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SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
vi) The value of real property when acquired solely for the purposes of this Project, as
established and evidenced by a current market value appraisal performed by a licensed,
professional real estate appraiser, or a current property tax statement.COMMERCE will
not consider appraisals for prospective values of such property for the purposes of
calculating the amount of non-state matching fund credit.
vii) In-kind contributions,subject to COMMERCE'S approval.
B. The Grantee shall maintain records sufficient to evidence that it has access to or has expended
funds from such non-state sources, and shall make such records available for COMMERCE'S
review upon reasonable request.
4.PREVAILING WAGE LAW
The Project funded under this Grant may be SUbjectto state prevailing wage law (Chapter 39.12
RCW). The Grantee is advised to consult the Industrial Statistician at the Washington Department of
Labor and Industries to determine whether prevailing wages must be paid.COMMERCE is not
responsible for determining whether prevailing wage applies to this Project or for any prevailing wage
payments that may be required by law.
5.DOCUMENTATION AND SECURITY
The provisions of this section shall apply to capital projects that involve the expenditure of $250,000
or more in state funds. Projects for which the grant award or legislative intent documents specify that
the state funding is to be used for design only or projects that consist of renovations to facilities
leased by the Grantee are exempt from this section.
A. Deed of Trust. This Grant shall be evidenced by a promissory note and secured by a deed of
trust in favor of COMMERCE (the "Deed of Trust"). The Deed of Trust shall be recorded in the
County where the Project is located, and the original returned to COMMERCE after recordation
within ninety (90) days of contract execution. The Deed of Trust must be recorded before
COMMERCE will reimburse the Grantee for any Project costs. The amount secured by the Deed
of Trust shall be the amount of the grant as set forth in Section 2, hereof.
B. Term of Deed of Trust. The Deed of Trust shall remain in full force and effect for a period of ten
(10) years following the final payment of state funds to the Grantee under this grant. Upon
satisfaction of the ten-year term requirement and all other grant terms and conditions,
COMMERCE shall, upon written request of the Grantee, take appropriate action to reconvey the
Deed ofTrust.
C. Title Insurance. The Grantee shall purchase an extended coverage lender's policy of title
insurance insuring the lien position of the Deed of Trust in an amount not less than the amount of
the grant.
D.Subordination.COMMERCE may agree to subordinate its deed of trust upon request from a
private or public lender. Any such request shall be submitted to COMMERCE in writing, and
COMMERCE shall respond to the request in writing within thirty (30) days of receiving the
request.
6.BASIS FOR ESTABLISHING REAL PROPERTY VALUES FOR ACQUISITIONS OF REAL
PROPERTY
When the grant is used to fund the acquisition of real property, the value of the real property
eligible for reimbursement under this grant shall be established as follows:
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SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
a. Grantee purchases of real property from an independent third-party seller shall be
evidenced by a current appraisal prepared by a licensed Washington State commercial
real estate appraiser.
b. Grantee purchases of real property from a subsidiary organization, such as an affiliated
LLC, shall be evidenced by a current appraisal prepared by a licensed Washington State
commercial real estate appraiser or the prior purchase price of the property plus holding
costs,whichever is less.
7.EXPENDITURES ELIGIBLE FOR REIMBURSEMENT
The Grantee may be reimbursed, at the rate set forth elsewhere in this contract, for Project
expenditures in the following cost categories:
A. Real property, and costs directly associated with such purchase, when purchased or acquired
solely for the purposes of the Project;
B. Design, engineering, architectural, and planning;
C.Construction management and observation (from external sources only);
D.Construction costs including, but not limited to, the following:
Site preparation and improvements;
Permits and fees;
Labor and materials;
Taxes on Project goods and services;
Capitalized equipment;
Information technology infrastructure; and
Landscaping.
8.BILLING PROCEDURES AND PAYMENT
COMMERCE shall reimburse the Grantee for one-hundred percent (100%) of eligible Project
expenditures,up to the maximum payable under this contract. When requesting reimbursement for
expenditures made, the Grantee shall submit to COMMERCE a signed and completed Invoice
Voucher (Form A-19), that documents capitalized Project activity performed -by budget line item -
for the billing period. The Grantee shall evidence the costs claimed on the Invoice Voucher by
including:
• A copy of each invoice claimed; and
• A copy of the cancelled check or electronic funds transfer (as applicable)confirming payment
of each expenditure for the amount of each invoice claimed.
The voucher must be certified (signed) by an official of the Grantee with authority to bind the Grantee.
The final voucher shall be submitted to COMMERCE within sixty (60) days following the completion of
work or other termination of this contract, or within fifteen (15) days following the end of the state
biennium unless contract funds are reappropriated by the Legislature in accordance with Section 16,
hereof.
Each request for payment 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 unless and until the Project Status Report is received.After approving the Invoice
Voucher and Project Status Report,COMMERCE shall promptly remit a warrant to the Grantee.
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SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
COMMERCE will pay Grantee upon acceptance of services provided and receipt of properly
completed invoices, which shall be submitted to the Representative for COMMERCE not more often
than monthly.
Payment shall be considered timely if made by COMMERCE within thirty (30)calendar days after
receipt of properly completed invoices.Payment shall be sent to the address designated by the
Grantee.
COMMERCE may, in its sole discretion,terminate the Grant or withhold payments claimed by the
Grantee for services rendered if the Grantee fails to satisfactorily comply with any term or condition of
this Grant.
No payments in advance or in anticipation of services or supplies to be provided under this
Agreement shall be made by COMMERCE.
Duplication of Billed Costs
The Grantee shall not bill COMMERCE for services performed under this Agreement,and
COMMERCE shall not pay the Grantee, if the Grantee is entitled to payment or has been or will be
paid by any other source, including grants, for that service.
Disallowed Costs
The Grantee is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its subgrantees.
9.INSURANCE
The Grantee shall provide insurance coverage as set out in this section.The intent of the required
insurance is to protect the state of Washington should there be any claims, suits, actions, costs,
damages or expenses arising from any loss, or negligent or intentional act or omission of the
Grantee, or Subgrantee,or agents of either, while performing under the terms of this Grant.
The insurance required shall be issued by an insurance company authorized to do business within
the state of Washington.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 Grantee shall instruct the insurers to give COMMERCE thirty
(30)calendar days advance notice of any insurance cancellation or modification.
The Grantee shall submit to COMMERCE within fifteen (15)calendar days of the Grant start date, a
certificate of insurance which outlines the coverage and limits defined in this insurance section.
During the term of the Grant, the Grantee shall submit renewal certificates not less than thirty (30)
calendar days prior to expiration of each policy required under this section.
The Grantee shall provide insurance coverage that shall be maintained in full force and effect during
the term of this Grant, 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 Grant activity but no less than $1,000,000
per occurrence.Additionally,the Grantee is responsible for ensuring that any Subgrantees
provide adequate insurance coverage for the activities arising out of subgrants.
Fidelity Insurance.Every officer, director, employee, or agent who is authorized to act on behalf
of the Grantee 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 Grant shall be $2,000,000 or the
highest of planned reimbursement for the Grant period,whichever is lowest. Fidelity
insurance secured pursuant to this paragraph shall name the Grantor as beneficiary.
5
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
B.Subgrantees that receive $10,000 or more per year in funding through this Grant shall secure
fidelity insurance as noted above. Fidelity insurance secured by Subgrantees pursuant to
this paragraph shall name the Grantee and the Grantee's fiscal agent as beneficiary.
C.The Grantee 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.
Grantees and Local Governments that Participate in a Self-Insurance Program.
Self-Insured/Liability Pool or Self-Insured Risk Management Program - With prior approval from
COMMERCE,the Grantee 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
Grantee shall provide: (1) a description of its self-insurance program, and (2) a certificate and/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 accounting standards promulgated by: 1)
Governmental Accounting Standards Board (GASB), 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 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.
Grantee shall provide annually to COMMERCE a summary of coverages and a letter of self
insurance,evidencing continued coverage under Grantee's self-insured/liability 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.
10. ORDER OF PRECEDENCE
In the event of an inconsistency in this Grant, the inconsistency shall be resolved by giving
precedence in the following order:
•Applicable federal and state of Washington statutes and regulations
• Special Terms and Conditions
•General Terms and Conditions
•Attachment A - Scope of Work
•Attachment B - Budget
•Attachment C -Certification of the Availability of Funds to Complete the Project
•Attachment D -Certification of the Payment and Reporting of Prevailing Wages
•Attachment E -Certification of Intent to Enter the Leadership in Energy and Environmental
Design (LEED)Certification Process
11. REDUCTION IN FUNDS
In the event state funds appropriated for the work contemplated under this contract are withdrawn,
reduced, or limited in any way by the Governor or the Washington State Legislature during the
contract period, the parties hereto shall be bound by any such revised funding limitations as
implemented at the discretion of COMMERCE,and shall meet and renegotiate the contract
accordingly.
6
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
12.OWNERSHIP OF PROJECT/CAPITAL FACILITIES
COMMERCE makes no claim to any real property improved or constructed with funds awarded under
this contract and does not assert and will not acquire any ownership interest in or title to the capital
facilities and/or equipment constructed or purchased with state funds under this contract. This
provision does not extend to claims that COMMERCE may bring against the Grantee in recapturing
funds expended in violation of this contract.
13.CHANGE OF OWNERSHIP OR USE FOR GRANTEE-OWNED PROPERTY
A. The Grantee understands and agrees that any and all real property or facilities owned by the
Grantee that are acquired, constructed, or otherwise improved by the Grantee using state funds
under this contract shall be held and used by the Grantee for the purpose or purposes stated
elsewhere in this contract for a period of at least ten (10) years from the date the final payment is
made hereunder.
B. This provision shall not be construed to prohibit the Grantee from selling any property or
properties described in this section; Provided, that any such sale shall be subject to prior review
and approval by COMMERCE,and that all proceeds from such sale shall be applied to the
purchase price of a different facility or facilities of equal or greater value than the original facility
and that any such new facility or facilities will be used for the purpose or purposes stated
elsewhere in this contract.
C. In the event the Grantee is found to be out of compliance with this section, the Grantee shall
repay to the state general fund the principal amount of the grant as stated in Section 1, hereof,
plus interest calculated at the rate of interest on state of Washington general obligation bonds
issued most closely to the effective date of the legislation in which the subject facility was
authorized.Repayment shall be made pursuant to Section 27 (Recapture provision).
14.CHANGE OF USE FOR LEASED PROPERTY
A. The Grantee understands and agrees that any facility leased by the Grantee that is constructed,
renovated, or otherwise improved using state funds under this contract shall be used by the
Grantee for the purpose or purposes stated elsewhere in this contract for a period of at least ten
(10) years from the date the final payment is made hereunder.
B. In the event the Grantee is found to be out of compliance with this section, the Grantee shall
repay to the state general fund the principal amount of the grant as stated in Section 1, hereof,
plus interest calculated at the rate of interest on state of Washington general obligation bonds
issued most closely to the effective date of the legislation in which the subject facility was
authorized.Repayment shall be made pursuant to Section 27 (Recapture Provision).
15.MODIFICATION TO THE PROJECT BUDGET
A.Notwithstanding any other provision of this contract, the Grantee may, at its discretion, make
modifications not to exceed fifteen percent (15%) of each line item in the Project Budget
(Attachment B), hereof.
B. The Grantee shall notify COMMERCE in writing when making any budget modification or
modifications that would exceed fifteen percent (15%) of any budget line item. Any such request
shall require the written approval of COMMERCE, and any such modifications shall be made in
writing and signed by both parties, and attached to the Project Budget (Attachment B), hereof.
C. Nothing in this section shall be construed to permit an increase in the amount of funds available
for the Project, as set forth in Section 2 of this contract.
7
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
16.SIGNAGE,MARKERS AND PUBLICATIONS
If, during the period covered by this contract, the Grantee displays or circulates any communication,
publication,or donor recognition identifying the financial participants in the Project, any such
communication or publication must identify "The Taxpayers of Washington State" as a participant.
17.HISTORICAL AND CULTURAL ARTIFACTS
In the event that historical or cultural artifacts are discovered at the Project site during construction,
the Grantee shall immediately stop construction and notify the local historical preservation officer and
the state historical preservation officer at the Washington State Department of Archaeology and
Historic Preservation.
18.REAPPROPRIATION
A.The parties hereto understand and agree that any state funds not expended by June 30, 2011,
will lapse on that date unless specifically reappropriated by the Washington State Legislature. If
funds are so reappropriated,the state's obligation under the terms of this contract shall be
contingent upon the terms of such reappropriation.
B. In the event any funds awarded under this contract are reappropriated for use in a future
biennium,COMMERCE reserves the right to assign a reasonable share of any such
reappropriation for administrative costs.
19.RECAPTURE
In the event that the Grantee fails to perform this Grant in accordance with state laws, federal
laws,and/or the provisions of this Grant,COMMERCE reserves the right to recapture all funds
disbursed under the Grant, in addition to any other remedies available at law or in equity. This
provision supersedes the Recapture provision in Section 27 of the General Terms and
Conditions.
20.TERMINATION FOR FRAUD OR MISREPRESENTATION
In the event the Grantee commits fraud or makes any misrepresentation in connection with the
Grant application or during the performance of this contract,COMMERCE reserves the right to
terminate or amend this contract accordingly,including the right to recapture all funds disbursed
to the Grantee under the Grant.
8
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
1. DEFINITIONS
As used throughout this Grant, the following terms shall have the meaning set forth below:
A."Authorized Representative"shall mean the Director and/or the designee authorized in writing to
act on the Director's behalf.
B."COMMERCE"shall mean the Department of Commerce or its successor agency.
C."Grantee" shall mean the entity identified on the face sheet performing service(s)under this
Grant, and shall include all employees and agents of the Grantee.
D."Personal Information"shall mean information identifiable to any person, including, but not limited
to,information that relates to a person's name, health, finances, education, business, use or
receipt of governmental services or other activities,addresses,telephone numbers,social
security numbers,driver license numbers,other identifying numbers, and any financial identifiers.
E. "State" shall mean the state of Washington.
F."Subgrantee"shall mean one not an employee of the Grantee, who is performing all or part of
those services under this Grant under a separate Grant with the Grantee. The terms "subgrantee"
and "subgrantees"means subgrantee(s)in any tier.
2. ADVANCE PAYMENTS PROHIBITED
No payments in advance of or in anticipation of goods or services to be provided under this Grant
shall be made by COMMERCE.
3.ALL WRITINGS CONTAINED HEREIN
This Grant contains all the terms and conditions agreed upon by the parties. No other
understandings,oral or otherwise,regarding the subject matter of this Grant shall be deemed to exist
or to bind any of the parties hereto.
4. AMENDMENTS
This Grant may be amended by mutual agreement of the parties. Such amendments shall not be
binding unless they are in writing and signed by personnel authorized to bind each of the parties.
5. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990. PUBLIC LAW 101-336. also referred to
as the"ADA' 28 CFR Part 35
The Grantee must comply with the ADA, which provides comprehensive civil rights protection to
individuals with disabilities in the areas of employment,public accommodations,state and local
government services, and telecommunications.
6. APPROVAL
This Grant shall be subject to the written approval of COMMERCE's Authorized Representative and
shall not be binding until so approved. The Grant may be altered, amended, or waived only by a
written amendment executed by both parties.
7. ASSIGNMENT
Neither this Grant, nor any claim arising under this Grant, shall be transferred or assigned by the
Grantee without prior written consent of COMMERCE.
1
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
8.ATTORNEYS'FEES
Unless expressly permitted under another provision of the Grant, in the event of litigation or other
action brought to enforce Grant terms, each party agrees to bear its own attorneys fees and costs.
9. AUDIT
A. General Requirements
Grantees are to procure audit services based on the following guidelines.
The Grantee shall maintain its records and accounts so as to facilitate the audit requirement and
shall ensure that SUbgrantees also maintain auditable records.
The Grantee is responsible for any audit exceptions incurred by its own organization or that of its
SUbgrantees.
COMMERCE reserves the right to recover from the Grantee all disallowed costs resulting from
the audit.
As applicable,Grantee's 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 Grantee must respond to COMMERCE requests for
information or corrective action concerning audit issues within thirty (30) days of the date of
request.
B. State Funds Requirements
Grantees expending $100,000 or more in total state funds in a fiscal year must have a financial
audit as defined by Government Auditing Standards (The Revised Yellow Book) and according to
Generally Accepted AUditing Standards (GAAS). The Schedule of State Financial Assistance
must be included. The schedule includes:
Grantor agency name
State program name
BARS account number
Grantor
COMMERCE Grant number
Grant award amount including amendments (total grant award)
Beginning balance
Current year revenues
Current year expenditures
Ending balance
Program total
If the Grantee is a state or local government entity, the Office of the State Auditor shall conduct
the audit.Audits of non-profit organizations are to be conducted by a certified public accountant
selected by the Grantee.
The Grantee shall include the above audit requirements in any subgrants.
In any case, the Grantee's financial records must be available for review by COMMERCE.
2
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
C.Documentation Requirements
The Grantee 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 Grantee's
fiscal year(s) to:
Department of Commerce
ATTN: Audit Review and Resolution Office
906 Columbia Street SW, Fifth Floor
PO Box 48300
Olympia WA 98504-8300
In addition to sending a copy of the audit, when applicable, the Grantee must include:
•Corrective action plan for audit findings within three (3) months of the audit being
received by COMMERCE.
• Copy of the Management Letter.
10.CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
A."Confidential Information" as used in this section includes:
1. All material provided to the Grantee by COMMERCE that is designated as "confidential" by
COMMERCE;
2. All material produced by the Grantee that is designated as "confidential"by COMMERCE and
3. All personal information in the possession of the Grantee that may not be disclosed under
state or federal law."Personal information" includes but is not limited to information related to
a person's name, health, finances, education, business, use of government services,
addresses,telephone numbers, social security number,driver's license number and other
identifying numbers, and "Protected Health Information"under the federal Health Insurance
Portability and Accountability Act of 1996 (HIPAA).
B. The Grantee shall comply with all state and federal laws related to the use, sharing, transfer, sale,
or disclosure of Confidential Information. The Grantee shall use Confidential Information solely for
the purposes of this Grant and shall not use, share, transfer, sell or disclose any Confidential
Information to any third party except with the prior written consent of COMMERCE or as may be
required by law: The Grantee shall take all necessary steps to assure that Confidential
Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of
Confidential Information or violation of any state or federal laws related thereto. Upon request,
the Grantee shall provide COMMERCE with its policies and procedures on confidentiality.
COMMERCE may require changes to such policies and procedures as they apply to this Grant
whenever the Grantor reasonably determines that changes are necessary to prevent
unauthorized disclosures. The Grantee shall make the changes within the time period specified
by COMMERCE. Upon request, the Grantee shall immediately return to COMMERCE any
Confidential Information that COMMERCE reasonably determines has not been adequately
protected by the Grantee against unauthorized disclosure.
C.Unauthorized Use or Disclosure. The Grantee shall notify COMMERCE within five (5) working
days of any unauthorized use or disclosure of any confidential information, and shall take
necessary steps to mitigate the harmful effects of such use or disclosure.
11.CONFORMANCE
If any provision of this Grant 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.
3
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
12.COPYRIGHT PROVISIONS
Unless otherwise provided, all Materials produced under this Grant shall be considered "works for
hire" as defined by the U.S.Copyright Act and shall be owned by the Grantor.COMMERCE shall be
considered the author of such Materials. In the event the Materials are not considered "works for
hire"under the U.S.Copyright laws, the Grantee hereby irrevocably assigns all right, title, and interest
in all Materials,including all intellectual property rights, moral rights, and rights of publicity to
COMMERCE effective from the moment of creation of such Materials.
"Materials"means all items in any format and includes, but is not limited to, data, reports,documents,
pamphlets,advertisements,books, magazines, surveys, studies,computer programs,films, tapes,
and/or sound reproductions."Ownership"includes the right to copyright, patent,register and the
ability to transfer these rights.
For Materials that are delivered under the Grant, but that incorporate pre-existing materials not
produced under the Grant, the Grantee hereby grants to COMMERCE a nonexclusive,royalty-free,
irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce,
distribute,prepare derivative works,publicly perform, and pubticly display. The Grantee warrants and
represents that the Grantee has all rights and permissions,including intellectual property rights, moral
rights and rights of publicity,necessary to grant such a license to COMMERCE.
The Grantee shall exert all reasonable effort to advise COMMERCE,at the time of delivery of
Materials furnished under this Grant, of all known or potential invasions of privacy contained therein
and of any portion of such document which was not produced in the performance of this Grant. The
Grantee shall provide COMMERCE with prompt written notice of each notice or claim of infringement
received by the Grantee with respect to any Materials delivered under this Grant.COMMERCE shall
have the right to modify or remove any restrictive markings placed upon the Materials by the Grantee.
13. DISPUTES
Except as otherwise provided in this Grant, when a dispute arises between the parties and it cannot
be resolved by direct negotiation,either party may request a dispute hearing with COMMERCE's
Director, who may designate a neutral person to decide the dispute.
The request for a dispute hearing must:
• be in writing;
• state the disputed issues;
• state the relative positions of the parties;
• state the Grantee's name, address, and Grant number; and
• be mailed to the Director and the other party's (respondent's)Grant Representative within
three (3) working days after the parties agree that they cannot resolve the dispute.
The respondent shall send a written answer to the requestor's statement to both the Director or the
Director's designee and the requestor within five (5)] working days.
The Director or designee shall review the written statements and reply in writing to both parties within
ten (10) working days. The Director or designee may extend this period if necessary by notifying the
parties.
The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding.
The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial
tribunal.
Nothing in this Grant shall be construed to limit the parties'choice of a mutually acceptable alternate
dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above.
4
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
14.DUPLICATE PAYMENT
The Grantee certifies that work to be performed under this Grant does not duplicate any work to be
charged against any other Grant, subgrant, or other source.
15.ETHICS/CONFLICTS OF INTEREST
In performing under this Grant, the Grantee 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.
16.GOVERNING LAW AND VENUE
This Grant shall be construed and interpreted in accordance with the laws of the state of Washington,
and the venue of any action brought hereunder shall be in the Superior Court for Thurston County.
17.INDEMNIFICATION
To the fullest extent permitted by law, the Grantee shall indemnify, defend, and hold harmless the
state of Washington,COMMERCE,all other agencies of the state and all officers, agents and
employees of the state, from and against all claims or damages for injuries to persons or property or
death arising out of or incident to the Grantee's performance or failure to perform the Grant. The
Grantee's obligation to indemnify, defend, and hold harmless includes any claim by the Grantee's
agents,employees,representatives,or any Subgrantee or its agents,employees,or representatives.
The Grantee's obligation to indemnify, defend, and hold harmless shall not be eliminated by any
actual or alleged concurrent negligence of the state or its agents,agencies,employees and officers.
Subqrants shall include a comprehensive indemnification clause holding harmless the Grantee,
COMMERCE,the state of Washington,its officers,employees and authorized agents.
The Grantee waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend
and hold harmless the state and its agencies, officers, agents or employees.
18.INDEPENDENT CAPACITY OF THE GRANTEE
The parties intend that an independent contractor relationship will be created by this Grant. The
Grantee and its employees or agents performing under this Grant are not employees or agents of the
state of Washington or COMMERCE.The Grantee will not hold itself out as or claim to be an officer
or employee of COMMERCE or of the state of Washington by reason hereof, nor will the Grantee
make any claim of right, privilege or benefit which would accrue to such officer or employee under
law.Conduct and control of the work will be solely with the Grantee.
19.INDUSTRIAL INSURANCE COVERAGE
The Grantee shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance.If the
Grantee fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf
of its employees as may be required by law,COMMERCE may collect from the Grantee the full
amount payable to the Industrial Insurance Accident Fund.COMMERCE may deduct the amount
owed by the Grantee to the accident fund from the amount payable to the Grantee by COMMERCE
under this Grant, and transmit the deducted amount to the Department of Labor and Industries,(L&I)
Division of Insurance Services. This provision does not waive any of L&I's rights to collect from the
Grantee.
5
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
20. LAWS
The Grantee shall comply with all applicable laws, ordinances, codes,regulations and policies of local
and state and federal governments,as now or hereafter amended including, but not limited to:
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.
21.LICENSING,ACCREDITATION AND REGISTRATION
The Grantee shall comply with all applicable local, state, and federal licensing,accreditation and
registration requirements or standards necessary for the performance of this Grant.
22.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 ciause or condition of this Grant.
23.NONCOMPLIANCE WITH NONDISCRIMINATION LAWS
During the performance of this Grant, the Grantee shall comply with all federal, state, and local
nondiscrimination laws,regulations and policies. In the event of the Grantee's non-compliance or
refusal to comply with any nondiscrimination law, regulation or policy, this Grant may be rescinded,
canceled or terminated in whole or in part, and the Grantee may be declared ineligible for further
Grants with the state. The Grantee shall, however, be given a reasonable time in which to cure this
noncompliance.Any dispute may be resolved in accordance with the "Disputes"procedure set forth
herein.
24.POLITICAL ACTIVITIES
Political activity of Grantee 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 under this Grant for working for or against ballot measures or for or against
the candidacy of any person for public office.
25.PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION
The funds provided under this Grant shall not be used in payment of any bonus or commission for the
purpose of obtaining approval of the application for such funds or any other approval or concurrence
under this Grant provided, however, that reasonable fees or bona fide technical consultant,
managerial, or other such services,other than actual solicitation, are not hereby prohibited if
otherwise eligible as project costs.
6
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
26.PUBLICITY
The Grantee agrees not to publish or use any advertising or publicity materials in which the state of
Washington or COMMERCE's name is mentioned,or language used from which the connection with
the state of Washington's or COMMERCE's name may reasonably be inferred or implied,without the
prior written consent of COMMERCE.
27.RECAPTURE
In the event that the Grantee fails to perform this Grant in accordance with state laws, federal laws,
and/or the provisions of this Grant,COMMERCE reserves the right to recapture funds in an amount
to compensate COMMERCE for the noncompliance in addition to any other remedies available at law
or in equity.
Repayment by the Grantee of funds under this recapture provision shall occur within the time period
specified by COMMERCE.In the alternative,COMMERCE may recapture such funds from payments
due under this Grant.
28. RECORDS MAINTENANCE
The Grantee shall maintain all books, records,documents,data and other evidence relating to this
Grant and performance of the services described herein, including but not limited to accounting
procedures and practices which sufficiently and properly reflect all direct and indirect costs of any
nature expended in the performance of this Grant.Grantee 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.
29.REGISTRATION WITH DEPARTMENT OF REVENUE
If required by law, the Grantee shall complete registration with the Washington State Department of
Revenue.
30. RIGHT OF INSPECTION
At no additional cost all records relating to the Grantee's performance under this Grant shall be
subject at all reasonable times to inspection, review, and audit by COMMERCE,the Office of the
State Auditor, and federal and state officials so authorized by law, in order to monitor and evaluate
performance,compliance,and quality assurance under this Grant. The Grantee shall provide access
to its facilities for this purpose.
31. SAVINGS
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way
after the effective date of this Grant and prior to normal completion,COMMERCE may terminate the
Grant under the "Termination for Convenience"clause,without the ten business day notice
requirement.In lieu of termination,the Grant may be amended to reflect the new funding limitations
and conditions.
32.SEVERABILITY
If any provision of this Grant or any provision of any document incorporated by reference shall be
held invalid, such invalidity shall not affect the other provisions of this Grant that can be given effect
without the invalid provision, if such remainder conforms to the requirements of law and the
fundamental purpose of this Grant and to this end the provisions of this Grant are declared to be
severable.
7
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
33.SUBGRANTING
The Grantee may only subgrant work contemplated under this Grant if it obtains the prior written
approval of COMMERCE.
If COMMERCE approves subgranting,the Grantee shall maintain written procedures related to
subgranting,as well as copies of all subgrants and records related to subgrants.For cause,
COMMERCE in writing may: (a) require the Grantee to amend its subgranting procedures as they
relate to this Grant; (b)prohibit the Grantee from subgranting with a particular person or entity; or (c)
require the Grantee to rescind or amend a subgrant.
Every subgrant shall bind the SUbgrantee to follow all applicable terms of this Grant. The Grantee is
responsible to COMMERCE if the Subgrantee fails to comply with any applicable term or condition of
this Grant. The Grantee shall appropriately monitor the activities of the SUbgrantee to assure fiscal
conditions of this Grant. In no event shall the existence of a subgrant operate to release or reduce the
liability of the Grantee to COMMERCE for any breach in the performance of the Grantee's duties.
Every subgrant shall include a term that COMMERCE and the State of Washington are not liable for
claims or damages arising from a Subgrantee's performance of the subgrant.
34.SURVIVAL
The terms, conditions, and warranties contained in this Grant that by their sense and context are
intended to survive the completion of the performance,cancellation or termination of this Grant shall
so survive.
35. TAXES
All payments accrued on account of payroll taxes,unemployment contributions,the Grantee's income
or gross receipts, any other taxes,insurance or expenses for the Grantee or its staff shall be the sole
responsibility of the Grantee.
36.TERMINATION FOR CAUSE I SUSPENSION
In event COMMERCE determines that the Grantee failed to comply with any term or condition of this
Grant,COMMERCE may terminate the Grant in whole or in part upon written notice to the Grantee.
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 Grantee 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 Grantee in whole or in part, or may restrict the Grantee's right to
perform duties under this Grant. Failure by the Grantee to take timely corrective action shall allow
COMMERCE to terminate the Grant upon written notice to the Grantee.
"Termination for Cause" shall be deemed a "Termination for Convenience"when COMMERCE
determines that the Grantee did not fail to comply with the terms of the Grant or when COMMERCE
determines the failure was not caused by the Grantee's actions or negligence.
If the Grant is terminated for cause, the Grantee shall be liable for damages as authorized by law,
including, but not limited to, any cost difference between the original Grant and the replacement
Grant, as well as all costs associated with entering into the replacement Grant (i.e.,competitive
bidding, mailing,advertising,and staff time).
8
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
37.TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Grant COMMERCE may, by ten (10) business days written
notice, beginning on the second day after the mailing,terminate this Grant, in whole or in part. If this
Grant is so terminated,COMMERCE shall be liable only for payment required under the terms of this
Grant for services rendered or goods delivered prior to the effective date of termination.
38.TERMINATION PROCEDURES
After receipt of a notice of termination, except as otherwise directed by COMMERCE,the Grantee
shall:
A. Stop work under the Grant on the date, and to the extent specified, in the notice;
B. Place no further orders or subgrants for materials, services, or facilities related to the Grant;
C. Assign to COMMERCE all of the rights, title, and interest of the Grantee under the orders and
subgrants so terminated, in which case COMMERCE has the right, at its discretion, to settle or
pay any or all claims arising out of the termination of such orders and subgrants. Any attempt by
the Grantee to settle such claims must have the prior written approval of COMMERCE; and
D. Preserve and transfer any materials, Grant deliverabies and/or COMMERCE property in the
Grantee's possession as directed by COMMERCE.
Upon termination of the Grant,COMMERCE shall pay the Grantee for any service provided by the
Grantee under the Grant 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 Grantee 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 Grant 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 Grant unless
stated to be such in writing and signed by Authorized Representative of COMMERCE.
9
Attachment A
Scope of Work
Funds will be used to acquire a building to be used as the Marysville Boys & Girls club located at 1019
Beach Avenue in Marysville.
The property was acquired in January 2009.
The Grantee, by its signature,certifies that the declaration set forth above has been reviewed and
approved by the Grantee's governing body as of the date and year written below.
DATE
Attachment B
Budget
Line Item Amount
Architecture &Engineering $0.00
Site ACQuisition $894,910.00
Construction $0.00
Capitalized EQuipment $0.00
Continqencv $0.00
Other $0.00
Total Contracted Amount:$894,910.00
The Grantee,by its signature,certifies that the Project Budget set forth above has been reviewed and
approved by the Grantee's governing body or board of directors,as applicable,as of the date and year
written below.
DATE
Attachment C
Certification of the Availability of Funds to Complete the Project
Non-State Funds Amount Total
City of Marysville $407,410.00
Total Non-State Funds $407,410.00 $407,410.00
State Funds
State Capital Budqet $487,500.00 $487,500.00
$894,910.00
Total Non-State and State Sources
CERTIFICATION
The Grantee, by its signature,certifies that project funding from sources other than those provided by this
contract and identified above has been reviewed and approved by the Grantee's governing body or board
of directors, as applicable,and has either been expended for eligible Project expenses,or is committed in
writing and available and will remain committed and available solely and specifically for carrying out the
purposes of this Project as described in elsewhere in this contract, as of the date and year written below.
The Grantee shall maintain records sufficient to evidence that it has expended or has access to the funds
needed to complete the Project, and shall make such records available for COMMERCE'S review upon
reasonable request.
DATE
Attachment D
Certification of the Payment and Reporting of Prevailing Wages
CERTIFICATION
The Grantee, by its signature,certifies that all contractors and subcontractors performing work on the
Project shall comply with prevailing wage laws set forth in 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 Grantee shall
maintain records sufficient to evidence compliance with Chapter 39.12 RCW, and shall make such
records available for COMMERCE'S review upon request.
If any state funds are used by the Grantee for the purpose of construction,applicable State Prevailing
Wages must be paid.
The Grantee, by its signature,certifies that the declaration set forth above has been reviewed and
approved by the Grantee's governing body as of the date and year written below.
TITLE
~~/f-h/~
GRANTEE
Y/1%:-
DATE
Attachment E
Certification of Intent to Enter the
Leadership in Energy and Environmental Design (LEED)Certification Process
CERTIFICATION
The Grantee, by its signature, certifies that it will enter into the Leadership in Energy and Environmental
Design certification process, as stipulated in RCW 39.350,as applicable to the Project funded by this
contract. The Grantee shall, upon receipt of LEED certification by the United States Green Building
Council, provide documentation of such certification to COMMERCE.
The Grantee, by its signature, certifies that the declaration set forth above has been reviewed and
approved by the Grantee's governing body or board of directors, as applicable, as of the date and year
written below.
GRANTEE
TITLE
DATE