HomeMy WebLinkAbout2087 - Washington State - Agreement - Public Assistance Grant D19-112Washington State Mi litary Departm ent
PUBLIC ASSISTANCE GRANT AGREEMENT FACE SHEET
1. SUBRECIPIENT Name and Ad dress : 2. Grant Agreement Amoun t: 3 . Grant Number:
City of Marysvi lle
1049 State Avenue
Ma sville, WA 98270
T o be detennined, based upon
approve d projec t worksheets 0 1 9 -1 12
4. SUBRECIPIENT, phone/emai l:
360 -363-8096/drose@marysvillewa,gov
5. Grant Agreement Start Date: 6. Grant Agreement End Date:
December 10, 2018 March 3 , 2023
7 . 8. Data Universal Num beri ng System
(DUN S): 076658673
9. UBI # (state revenue):
314-000-001
10 . Fund ing A uthority:
Washln ton Stat e Milita FEMA
11 . Funding Source Agreement#: 12. Program Index# 13. Catalog of Federal Domestic Asst. (CFDA)
FEMA-4418-DR-WA 774RC (Fe dera l)/ 772RE # & Title: 97.036, Public Assi stance
State / 774RD Admln
15 . Total Federal Award Amount: NIA 16 . Federal Award Date : NIA
17. Service Districts :
(BY LEG ISLAT IVE D ISTRICT): 38, 39, 44th
18 . Service Area by Co unty(ies):
Snohomish
19. Women/Minority-Owned, State
Certified ?: X NI A 0 NO
(BY CONGRESSIONAL DISTRICT): 2 0 YES , OMWBE # ___ _
20 . Contract Class ifi ca ti on :
0 Perso nal Services D Client Services X Pu blidLocal Gov't
0 Resea rch/Development D A/E 0 Other __ _
22 . Contracto r Se lecti on Process:
X "To all who app ly & qualify" 0 Competi tive Bid ding
0 Sole Source 0 A/E RCW 0 N/A
0 Filed w/OFM? 0 Advertised? 0 YES ONO
24 . BRIEF D ESCRIPTION :
21 . Contract Type (check all that app ly):
D Contract X Gran t
D Intergovernmental (RCW 39.34)
23 . Contractor Type (check all that apply)
0 Private Organization/Individual
X Public O rganization/Jurisd iction
0 VENDOR 0 SUBRECIPIENT
X Agreement
0 lnteragency
0 For-Profit
X Non-Profit
X OT HER
Presidential Disast er De clar ation# FEMA-4418-DR-WA Washington Severe Winter Storms, Strai ght-li ne Wi nds, Fl ooding, Landslides,
Mudslides, and a Tornado. To provide funds to the SUBRECIPI ENT for the r epair or restoration of damaged public facilities as
approved by FEMA in p r oject worksheets describ ing elig ib l e scopes of work and ass ociated fu nding . T he DEPARTMENT i s t he
Rec i p ient and Pas s-through Entity o f the Presidential Disaster Declaration# FEMA-4418-DR-WA Wash ington Severe W i nter Storms,
Strai ght-tine Winds , Flooding, Landsl ides, Muds lides , and a Tornado, and FEMA State Agreement, which are Incorporated by
reference, and makes a subaward of Federal award funds to the SUBRECIPIENT pursuant to th is Agreement. The SUBRECIPIENT i s
accountable to the DEPARTMENT for use of Federal award f unds rovided under th is A reeme nt and the associated matchin funds.
IN W ITN ESS WHEREOF , the DE PARTMEN T and SUBRECIPIENT acknowledge and accept the terms of this Agreement, references and
attachments hereto and have execute d th is Agreement as of the date and year written below. This Agreement Face Sheet, Specia l Terms and
Cond iti ons (Attachment 1 ), General Terms and Cond itions (A ttachment 2), Proj ect Worksheet Sample (Attachment 3), Washi ngton Sta te Publ ic
Ass istance A pp lica nt Manual dated Ma rch 4 , 2019 (Attach ment 4), and all othe r documents , exhibits and attachments expressly referenced
and incorporated here in contain all th e terms and conditions agreed upon by the parties and govern the rights and obligations of the parties to
th is Agreeme nt. No other understand ings, ora l or otherwise , reg ard ing th e subject ma tter of this Ag reement shall be deemed to exist or to bind
any of the parties .
In the event of an in consistency in th is Agreement , un less oth erwise provided herein, t he inconsistency shall be resolved by giving prece dence
in the following order:
1 . Applicable Federal and State Statutes and Regulations
2 . OHS Standar d Terms and Conditions
3 . Pres idential Declarati on, FEMA State Agreement,
and other Doc uments
5. Special Terms and Condi tions
6. General Terms and Conditions, and,
7. Other provisions of t he contract incorporated by reference.
4 . Statement of Work and/or Pro'ect Descri t ion as outlined in FEMA a roved Pro·ect Worksheets
WHEREA S, rt ies hereto have executed th is Agreement on the day and year last specified below.
0 H D T ENT: FOR THE S E IE T · ____.,
Ci
Signatur
A lysha Kaplan, Un it Manager
Wash ington State Military Dep artm ent
B OILERPLATE APPROVED AS TO FORM :
Brian E . Buc h ho lz (s ignature on file) 4/11 /2019
Assistan t Atto rney General
Public Assistance Grant Ag reement Page 1of21 C ity of Marysville , D19-112
ARTICLE I -KEY PERSONNEL
Washington State Military Department
SPECIAL TERMS AND CONDITIONS
Attachment 1
Th e individuals listed below shall be considered ke y personnel and poin t of conta ct. Any substitution by either
party must be subm itted in writing .
SUBRECIPIENT MILITARY DEPARTMENT
Name Diana Rose Name Gerard Urbas
Title Risk/Emergency Manager Titl e Deputy State Coordinating Officer
Public Assistance
E-Mail drose@marysvillewa.gov E-Mail gari:.urbas@mil.wa.gov
Phone (360) 363-8096 Phone (253) 512-7402
ARTICLE II -ADMINISTRATIVE REQUIREMENTS
The SUBRECIPIENT shall comply with all applicable state and federal laws , rules , regulat ions, requ irements
and program guidance identified or referenced in this Agreement and the informational documents published by
FEMA applicable to the Presidential Declaration including , but not lim ited to, a ll criteria , restrict ions, and
requirements of the "FEMA State Agreement" published by FEMA and the federal regu lations commonly
appl icable to FEMA grants, all of which are incorporated herein by reference . The Presidential Declaration and
the FEMA State Agreement are incorporated in this Agreemen t by reference .
The SUBRECIPIENT shall comply w ith the Washington State Public Assistance Applicant Manual dated March
4 , 2019 incorporated in this Agreement as Attachment 4 . The OHS Standard Terms and Cond itions are
incorporated by reference in th is Agreement in Appendix F of the Washington State Public Assistance Applicant
Manual dated March 4 , 2019 .
The SUBRECIPIENT acknowledges that since this Agreement involves federal award fund ing , the period of
performance described herein may begin prior to the availability of appropriated federal funds . The
SUBRECIPIENT agrees that it will not hold the DEPARTMENT, the State of Washington, or the Un ited States
liable for any damages , claim for re imbursement, or any type of payment whatsoever for services performed
under this Agreement prior to distribution of appropriated federal funds , or if federal funds a re not appropriated
or in a particula r amount.
Federal funding is provided by FEMA and is adm inistered by the DEPARTMENT. Under the authority of
Presidential Disaster Declaration number FEMA-4418-DR-WA, the DEPARTMENT is re imbursing the
SUBRECIPIENT for those approved elig ible costs and activities necessary under the Public Assistance Grant
Program during the incident period beginning December 10, 2018 to December 24 , 2018 . El igible costs and
activities will be identif ied in Project Worksheets approved by FEMA and a Project Worksheet Sample is
incorporated as Attachment 3. The DEPARTMENT is also providing Advance Payments to the SUBRECIPIENT
where provided by FEMA and required and allowed by law . Any interest earned on advance payments (except
for interest earned on advances of funds exempt under the Intergovernmental Cooperation Act (31 U .S.C . 6501
et seq .) and the Indian Self-Determination Act (23 U .S .C . 450)) shall be promptly, but at least quarterly, remitted
to the DEPARTMENT to be paid to FEMA. The SUBRECIPIENT may keep interest amounts up to $100 per year
for administrative expenses .
A . STATE AND FEDERAL REQUIREMENTS FOR PUBLIC ASSISTANCE GRANTS :
The following requ irements app ly to all DHS/FEMA Presidential Disasters admin istered by the DEPARTMENT.
1 . FUNDING
The DEPARTMENT will adm inister the Publ ic Ass istance Grant Program (PA), provide Advance payments, and
re imburse approved eligible Public Assistance costs to the SUBREC IPIENT that are identified under the
auspices of Presidential Disaster Declaration Number FEMA-4418-DR-WA and authorized by and consistent
w ith the Stafford Act (P .L. 93-288 , as amended) and applicable regula tions.
Pub lic Ass istance Grant Agree men t Page 2 of 2 1 City of Marysvill e , 0 19 -112
It is understood that no final dollar figure is committed to at the time that this Agreement is executed, but that
financial commitments will be made by amendments to the project application as Project Worksheets are
completed in the field and projects are authorized by state and federal officials.
Pursuant to the FEMA-STATE AGREEMENT, FEMA will contribute not less than 75 percent of the eligible costs
for any eligible project and 100 percent of the federal PA Management Costs, up to 5 percent of the total award
amount for each Subrecipient, as provided for in subsection 3.E. of Article II of this Public Assistance Agreement.
The SUBRECIPIENT commits to providing the remaining 25 percent non-federal match to any eligible project
that has been identified under the Presidential Disaster Declaration number FEMA-4418-DR-WA, subject to the
following exceptions:
DEPARTMENT Match: The Washington State Legislature may authorize the DEPARTMENT to provide a match
to the SUBRECIPIENT's non-federal share of eligible projects. Provision of a match by the DEPARTMENT, if
authorized by the Washington State Legislature, shall not require amendment of this Agreement If
DEPARTMENT match funds are committed to the non-federal share by the DEPARTMENT pursuant to
legislative authorization, the DEPARTMENT will formally notify the SUB RECIPIENT of the match in writing which
will include information identifying any related reduction in the SUBRECIPIENT's percentage commitment.
Donated Resources: FEMA will credit the SUBRECIPIENT for the value of donated resources (non-cash
contributions of property or services) related to eligible Emergency Work to offset the non-Federal cost share of
its eligible Emergency Work project worksheets -categories A and B, and for the value of donated resources
related to eligible work on a Permanent Work project to offset the non-Federal cost share of that specific
Permanent Work project worksheet for which the resources were donated -categories C through G. The
Donated Resources are recognized by FEMA in a Project Worksheet. Donated Resources offset the non-federal
share of the eligible emergency work approved in Project Worksheets or specific permanent work approved in
Project Worksheets. For non-state agency SUBRECIPIENTS, the donated resource value will first be applied
to the SUBRECIPIENT's non-federal share, and, if a DEPARTMENT match is authorized, any remaining donated
resource value will be applied to the DEPARTMENT's share. The value of the Donated Resources is calculated
as described in FP 104-00g-2 Public Assistance Program and Policy Guide (PAPPG) and the Public Assistance
Donated Resources Recovery Policy, and is capped at the non-Federal share of approved eligible emergency
work costs or capped at the non-Federal share of the specific approved eligible permanent work costs, as
applicable. The Federal share of the Donated Resources will not exceed the non-federal share of eligible
emergency work costs or of specific permanent work costs approved in Project Worksheets. Any excess credit
for eligible emergency work costs can be credited only to other eligible emergency work costs, for the same
SUBRECIPIENT in the same disaster. The value of excess donated resources cannot be credited toward or
transferred to another eligible SUBRECIPIENT, or toward other State obligations. The DEPARTMENT does not
match a FEMA donated resource credit.
The Project Worksheet, sample provided in Attachment 3, is required to be completed by FEMA or State Project
Specialists.
2. GRANT AGREEMENT PERIOD
a. Activities payable under this Agreement and to be performed by the SUBRECIPIENT under this
Agreement shall be· those activities which occurred during or subsequent to the incident period
defined in the FEMA State Agreement, and shall terminate upon completion of the project(s) approved
by federal and state officials, including completion of close-out and audit. This period shall be referred
to as the "Grant Agreement Period."
b. The Grant Agreement Period shall only be extended by (1) written notification of FEMA approval of
the Grant Agreement Period followed up with a mutually agreed written amendment, or (2) written
notification from the DEPARTMENT to the SUBRECIPIENT issued by the DEPARTMENT to address
extensions of its underlying federal grant performance period or to provide additional time for
completion of the SUBRECIPIENT's project(s).
3. PAYMENTS
The DEPARTMENT, using funds granted for the purposes of the Presidential Disaster Declaration from
FEMA, shall issue payments to the SUBRECIPIENT in compliance with the Washington State Public
Assistance Applicant Manual dated March 4, 2019 (Attachment 4) procedures as follows:
Public Assistance Grant Agreement Page 3 of 21 City of Marysville, 019-112
a. Small Project Payments: Payments are made for all small projects to the SUBRECIPIENT upon
submission and approval of an A19-1A State of Washington Invoice Voucher to the DEPARTMENT,
after FEMA has approved funding through approval of Project Worksheets.
b. Progress Payments: Progress payment of funds for costs already incurred on large projects minus
1 O percent retainage may be made to the SUBRECIPIENT upon submission by the SUBRECIPIENT
of an A19-1A State of Washington Invoice Voucher, a letter of request, and a spreadsheet identifying
the claimed costs supporting the payment request and approval by the DEPARTMENT.
c. Improved Projects: Payments on improved projects (capped project) will be pro-rated based upon
the percentage of the project that is funded under this disaster grant to the overall project cost. This
percentage will be identified when the first payment on the improved project is made. Progress
payments will be made as outlined above in Section B.
d. Final Payment: Final Payment on a large project will be made following submission by the
SUBRECIPIENT of a certification of completion on the STATEMENT OF DOCUMENTATION I FINAL
INSPECTION REPORT form upon completion of project(s), completion of all final inspections by the
DEPARTMENT, and final approval by FEMA. Final payment on a large project will include any
retainage withheld during progress payments. Final payments may also be conditional upon financial
review, if determined necessary by the DEPARTMENT or FEMA. Adjustments to the final payment
may be made following any audits conducted by the Washington State Auditor's Office, the United
States Inspector General or other federal or state agency.
e. The SUB RECIPIENT is eligible to receive federal PA Management Costs up to 5 percent of the total
award amount for each Subrecipient at the time of its request. PA Management Costs includes any
of the following when associated with the PA portion of a major disaster or emergency: Indirect costs,
direct administrative costs, and other administrative expenses associated with a specific project.
Documentation is required to substantiate the eligibility of management activities and associated
costs in accordance with PA Management Costs Interim Policy -Standard Operating Procedures.
f. All payment requests shall be made on an A19-1A form, State of Washington, Invoice Voucher.
Payments will be made by electronic fund transfer to the SUBRECIPIENT's account.
g. Federal funding shall not exceed the total federal contribution eligible for Public Assistance costs
under Presidential Disaster Declaration number FEMA-4418-DR-WA.
h. For state agencies, the DEPARTMENT will, through interagency reimbursement procedures, transfer
payment to the SUBRECIPIENT. Payment will be transferred by journal voucher to Agency No.
____ ,,Accounting Fund No. _____ _
i. Within the total Grant Agreement Amount, travel, sub-contracts, salaries, benefits, printing,
equipment, and other goods and services will be reimbursed on an actual cost basis unless otherwise
provided in this Agreement.
j. For travel costs, SUBRECIPIENTs shall comply with 2 CFR 200.474 and should consult their internal
policies, state rates set pursuant to RCW 43.03.050 and RCW 43.03.060 as now existing or amended,
and federal maximum rates set forth at http://www.gsa.gov, .and follow the most restrictive.
k. If travel costs exceed set state or federal limits, travel costs shall not be reimbursed without written
approval by DEPARTMENT Key Personnel.
I. Receipts and/or backup documentation for any approved items that are authorized under this
Agreement must be maintained by the SUBRECIPIENT consistent with record retention requirements
of this Agreement, and be made available upon request by the DEPARTMENT, and local, state, or
federal auditors.
m. All work under this Agreement must end on or before the Grant Agreement End Date, and the final
reimbursement request must be submitted to the DEPARTMENT within 45 days after the Grant
Agreement End Date, except as otherwise authorized by written amendment of this Agreement and
issued by the DEPARTMENT.
n. No costs for purchases of equipment/supplies will be reimbursed until the related equipment/supplies
have been received by the SUBRECIPIENT, its subrecipient or contractor, or any non-federal entity
to which the SUBRECIPIENT makes a subaward, and is invoiced by the vendor.
Public Assistance Grant Agreement Page 4 of 21 City of Marysville, 019-112
4.
o. SUBRECIPIENTs shall onl y use federal award funds under th is Agreement to supplement existing
funds , and w ill not use them to replace (supp lant) non-federal funds that have been budgeted for the
same purpose . The SUBRECIPIENT may be required to demonstrate and document that the
reduction in non -federal resources occurred for reasons other than the receipt or expected receipt of
federa l funds .
The DEPARTMENT shall provide Advance Payments as provided by FEMA and as required and
authorized by la w .
CLOSEOUT
To ini t iate close-out, the SUBRECIPIENT is required to certify in writing, by Project Worksheet Number,
date completed and tota l amount expended on the project, completion of the small projects. To initiate
close-out of the large projects, the SUBRECIPIENT shall submit certification of completion on a
STATEMENT OF DOCUMENTATION/F INAL INSPECTION REPORT form to the DEPARTMENT.
The DEPARTMENT will then complete a site inspection and a financial review of documentation to
support the claimed costs . Certifications on small and large projects are due within sixty days following
the completion of the project or receipt of the approved Project Worksheet, whichever date is later.
If SUBRECIPIENT is claiming federal PA Management Costs: Indirect costs, direct administrative costs ,
and other adm inistrative expenses associated with a specific project must be supported by
documentation to substantiate the elig ibility of management activiti es and associated costs that has been
prepared and assembled in accordance with PA Management Costs Interim Policy -Standard Operating
Procedures prior to close-out.
After all of the projects have been certified as complete and approved for closure by FEMA, the
DEPARTMENT will forward a final A19-1A State of Washington Invoice Voucher to the SUBRECIPIENT
for release of the rema ining funds due to the subrecipient for eligible costs, including any retainage
previously w ithheld , and the allowance for federal indirect costs .
5 . DOCUMENTATION I REPORTING REQUIREMENTS
For all Advance Payment , the SUBRECIPIENT shall provide documentation and rece ipts for all costs
related to the Advance Payment and provide such to the DEPARTMENT quarterly.
The SUBRECIPIENT is required to retain all documentation which adequately identifies th e source and
applicat ion of Public Assistance funds, in cluding the federal ind irect cost reimbursement , for six years
following the closure of th is disaster grant. For all funds re cei ved , source documentation inclu des
adequate accounting of actual costs and recoveries incu rred .
The SUBRECIPIENT shall also comply with th e Federal Funding Ac cou ntability and Transparency Act
(FFATA) and related OMB Guida nce consiste nt with Publi c Law 109-282 as amended by sectio n 6202(a)
of Public Law 110-252 (see 31 U .S.C . 610 1 note) and complete the FFATA Form located at
http ://mil.wa .gov/emergenc y-management-division/grants/reguiredgrantforms and return to the
DEPARTMENT ; which is incorporated by referen ce and made a part of this Agreement.
Quarterly Reports : The SUBRECIPIENT is requ ired to submit to the DEPARTMENT a quarterly report
indicating the status of all their large projects. The status shall identify the costs incurred to date, the
percentage of work completed , the anticipated completion date of the project and whether cost under
runs or over runs are expected . In add ition , the S UBRECIPIENT should note in the comment field any
challenges or issues asso ciated with the project. Failure to submit a complete quarterly re port within 15
days following the end of the quarter will result in suspension of all payments to the SUBRECI PIENT until
a complete quarterly report is received by the DEPARTM ENT . The quarterly report will serve as the
basis for any FEMA Office of Ch ief Financial Officer (OCFO) funds reduction .
6 . TIME EXTENSIONS
A time extension request is required to be forwarded to the DEPARTMENT by the SUBRECIPIENT for a
project prior to the exp irat ion of the approved completion date. If the project is approved and funded after
the statutory approva l time period for completion , then a time extens ion request must be submitted to the
DEPARTMENT within fifteen days of receipt of the funding package .
Pub lic Assistan ce Grant Ag ree ment Page 5 of 21 City o f Marysvill e, 019-112
In accordance with 44CFR206 .204, the DEPARTMENT reserves the right, in its so le discretion , to
consider and approve a time extension request after expiration of the approved completion date and
within the DEPARTMENT's statutory extension authority . Requests for time extensions beyond the
DEPARTMEN T's authority will be considered and approved by FEMA , at their sole d iscretion .
All determinations made regarding time extens ion requests wi ll be based on a case by case evaluation
of spec ific factual circumstances .
A time extension request must be in writing and identify the Project Worksheet number, the reason the
project has not been completed within the prior approved complet ion period, the reason the time
extension request was not submitted prior to the statutory approval time period (if applicable), a current
status of the completion of the work, a detailed timeline for completio n of the rema ining elements, and
an anticipated comp letion date for the comp letion of the remaining work . Fai lure to submit a time
extension request in a time ly manner may result in denial of the time extension req uest, and loss of
fund ing for the related project.
7. PROCUREMENT
The SUBRECIPIENT shall comply with all procurement requirements of 2 CFR Part 200 .318 through
200 .326 and as specified in the General Terms and Cond itions , Exh ibit A .11.
8. SUBRECIPIENT MON ITORING :
a. The DEPARTMENT will monitor the activities of the SUBRECIPIENT from award to closeout. The
goal of the DEPARTMEN T's monitoring activities will be to ensure that agencies rece iving federal
pass-through funds are in compliance with this Agreement , federa l and state audit requirements ,
federal grant guidance , and applicable federal and state financial regulations, as well as 2 CFR Part
200 Subpart F.
b. To document compliance with 2 CFR Part 200 Subpart F requirements , the SUBRECIPIENT shall
complete and return to the DEPARTMENT 2 CFR Part 200 Subpart F Audit Certification Form"
located at http://mil.wa .gov/emergency-management-division/grants/reauiredgrantforms with the
signed Agreement and each fiscal year thereafter until the Agreement is c losed , which is
incorporated by referen ce and made a part of this Agreement.
c . Monitoring activities may include , but are not limited to :
i. review of financial and performan ce reports ;
ii. monitoring and documenting the completion of Agreement deliverables ;
ii i. documentation of phone calls, meetings , e-mails, and correspondence ;
iv . review of reimbursement requests and supporting documentation to ensure eligibility and
consistency with Agreement work plan , budget , and federal requirements ;
v. observation and documentation of Agreement related activities ;
vi. on -site visits to review equipment records and inventories , to verify source documentation for
reimbursement requests and performance reports, and to verify completion of deliverables .
d. The SUBRECIPIENT is required to meet or exceed the monitoring activities, as outli ned above and
in 2 CFR Part 200 Subpart F, for any non -federal entity to wh ich the SUBREC IP IENT makes a
subaward as a pass-through entity under this Agreement.
e. Compliance will be monitored throughout the performance period to assess risk . Concerns will be
addressed through a Correct ive Action Plan . If the SUBRECIPIENT fails to comply with federal or
state statutes or regu lations , or the terms and conditions of this Agreement , the DEPARTMENT
may impose any add itional subaward conditions as described in 2 CFR 200 .207 . If the
DEPARTMENT determ ines that non c ompliance cannot be remedied by imposin g additional
cond it ions , it may take one or more of the following actions :
i. Temporarily withhold cash payments pending correct ion of the deficiency by the
SUBRECIPIENT .
ii. Wholly or partially suspend or terminate the subaward to the SUBRECIPIENT .
iii. In itiate suspension or debarment proceed ings under 2 CFR 180 or recommend such a
proceeding be initi ated by the federal awarding agency .
iv . W ithhold further federal awards for the project or program .
v. Take any other remedies that may be legally available .
Pub lic Assi stance Grant Agreeme nt Page 6 of 21 Ci ty of Ma rysville , 019-1 12
f . The DEPARTMENT agrees to:
i. Prov ide technical ass istance during all monitoring or evaluation activities. The DEPARTMENT
will coordinate and schedule the meetings necessary to conduct and complete all monitoring
and evaluation activit ies .
ii. Develop the SUBRECIPIENT's project worksheet(s) (PW) and supporting attachments with
FEMA and the SUBRECIPIENT's assistance based upon the costs determined to be eligible .
iii. Submit the SUBRECIPIENT's funding package to FEMA.
iv . Notify the SUBRECIPIENT when funding approval is received, issue payment per the process
described above see Article II , A .4 -Payments , and provide the SUBRECIPIENT with a copy
of the approved project worksheet.
v . Work w ith the SUBRECIPIENT to resolve any issues identified during the monitoring process.
vi. Review and respond appropriately to the SUBRECIPIENT's requests for time extensions and
changes.
9. LIMITED ENGLISH PROFICIENCY (CIVIL RIGHTS ACT OF 1964 TITLE VI)
All subrecipients must comply with the Title VI of the Civil Rights Act of 1964 (Title VI) prohibition against
discrimination on the basis of national origin , which requires that subrecipients of federal financia l
assistance take reasonable steps to provide meaningful access to persons with limited English
proficiency (LEP) to their programs and services . Providing meaningful access for persons with LEP
may enta il provid ing language assistance services, in cluding oral interpretation and written translation .
Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency
(August 11, 2000), requires federal agencies to issue guidance to recipients, assisting such organizations
and entit ies in understanding their lang uage access obligations. OHS published the required recipient
guidance in April 2011 , OHS Gu idance to Federal Financial Assistance Recipients Regarding Title VI
Prohib ition Aga inst National Orig in Discrimination Affecting Limited English Proficient Persons, 76 Fed .
Reg . 21755-21768, (April 18, 2011 ). The Guidance provides helpful information such as how a recipient
can determine the extent of its ob ligation to provide language services ; selecting language services; and
elements of an effective plan on la nguage assistance for LEP persons . For additional assistance and
information regarding language access obligatio ns, please refer to the OHS Recipient G uidance at
https://www.dhs.gov/guidance-publ ished -help-department-supported-organizations-provide-meaningful -
access-people-limited and additional resources on http ://www.lep.gov.
B. FEMA STATE AGREEMENT TERMS AND CONDITIONS
As a subrecipient of FEMA funding , the SUBRECIP IENT shall comply with all appl ic able DHS/FEMA term s
and cond itions of the Presidential Declaration and the FEMA State Agreement, which are incorporated in
and made a part of this Agreement in Appendix F of the Washington State Public Assistance Applicant
Manua l dated March 4 , 20 19 (Attachment 4).
Publ ic As sistan ce Grant Agre eme nt Page 7 of 21 City of Ma rysville , 019-11 2
A. 1 DEFINITIONS
Washington State Military Department
GENERAL TERMS AND CONDITIONS
Department of Homeland Security (OHS)/
Federal Emergency Management Agency (FEMA)
Grants
Attachment 2
As used throughout this Agreement, the following terms will have the same meaning as defined in 2 CFR 200
Subpart A (which is incorporated herein by reference), except as otherwise set forth below:
a. "DEPARTMENT" means the Washington State Military Department, as a state agency, any division,
section, office, unit or other entity of the DEPARTMENT, or any of the officers or other officials lawfully
representing that DEPARTMENT. The DEPARTMENT is a recipient of a federal award directly from a
federal awarding agency and is pass-through entity making a subaward to a subrecipient under this
·Agreement.,
b. "SUBRECIPIENT" when capitalized is primarily used throughout this Agreement in reference to the non-
federal entity identified on the Face Sheet of this Agreement that has received a subaward from the
DEPARTMENT. However, the definition of "subrecipient" is the same as in 2 CFR 200.93 for all other
purposes. "Monitoring Activities" means all administrative, construction, financial, or other review
activities that are conducted to ensure compliance with all state and federal laws, rules, regulations,
authorities and policies.
c. "Project" means those actions funded through the Public Assistance Program and described in approved
Project Worksheets. Projects may include one or more of the following: reimbursement of costs for
emergency response, debris removal and/or repair or restoration of damaged public facilities. A project
may be a small, large, improved, or alternate project.
d. "Investment Justification" means grant application investment justification submitted by the
SUBRECIPIENT describing the project for which federal funding is sought and provided under this
Agreement. Such grant application investment justification is hereby incorporated into this Agreement
by reference.
A.2 ADVANCE PAYMENTS
The DEPARTMENT shall make no payments in advance or in anticipation of goods or services to be
provided under this Agreement, except as required under 2 CFR 200.305 for federal grants.
SUBRECIPIENT shall not invoice the DEPARTMENT in advance of delivery and invoicing of such goods
or services, except as authorized under 2 CFR 200.305.
Pursuant to the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C §5121-
5207), Advance Payment process, FEMA will process a SUBRECIPIENT project worksheet which is
provided to the state of Washington for direct disbursement to SUBRECIPIENT.
Pursuant to these provisions and RCW 43.88.160(5), these ,grant funds are not subject to the advance
payments prohibition and will be disbursed immediately to SUBRECIPIENT as grants authorized by law
with subsequent authentication and certification of expenditures.
A.3 AMENDMENTS AND MODIFICATIONS
The SUBRECIPIENT or the DEPARTMENT may request, in writing, an amendment or modification of
this Agreement. Modifications may be requested for GrantAgreement end date, budget or scope change.
However, such amendment or modification shall not be binding, take effect or be incorporated herein
until made in writing and signed by the authorized representatives of the DEPARTMENT and the
SUBRECIPIENT. No other understandings or agreements, written or oral, shall be binding on the parties.
A.4 AMERICANS WITH DISABILITIES ACT !ADA! OF 1990, PUBLIC LAW 101-336, 42 U.S.C.12101 ET
SEQ. AND ITS IMPLEMENTING REGULATIONS ALSO REFERRED TO AS THE "ADA" 28 CFR Part
35.
The SUBRECIPIENT 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 telecommunication.
Public Assistance Grant Agreement Page B of21 City of Marysville, 019-112
A.5 APPLICATION REPRESENTATION-MISREPRESENTATION, INACCURACY AND BREACH
The DEPARTMENT relies upon the SUBRECIPIENT's application in making its determinations as to
eligibility for, selection for, and scope of funding grants. Any misrepresentation , error or inaccuracy in
any part of the appl ication may be deemed a breach of this Agreement.
A.6 ASSURANCES
DEPARTMENT and SUBRECIPIENT agree that all activity pursuant to this Agreement will be in
accordance with all the applicable current federal , state and local laws , rules and regulations . In addition ,
as a SUBRECIPIENT of FEMA funding , the SUBRECIPEINT shall comp ly with all applicable OHS terms
and conditions as specified in Appendix F of the Washington State Publ ic Assistance Appl icant Manual
dated March 4, 2019 incorporated in th is Agreement as Attachment 4 .
A.7 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, OR INELIGIBILITY
As federal funds are a basis for this Agreement , the SUBRECIPIENT certifies that the SUBRECIPIENT
is not presently debarred, suspen ded , proposed for debarment, declared in eligible , or voluntarily
excluded from part icipating in this Agreement by any federal department or agency .
The SUBRECIPIENT shall complete , sig n, and return a Certification Regard in g Debarment, Suspension ,
Ineligibility, and Vo lun tary Exclus ion form located at http://mil.wa .gov/emergency-management-
division /requiredgrantforms . Any such form completed by the SUBREC IPIENT for this Agreement shall
be incorporated into th is Agreement by reference .
Further, the SUBRECIPIENT agrees to compl y w ith all applicable federa l regulations concerning the
federa l debarment and sus pension system , includ ing 2 CFR Part 180. The SUBREC IPIE NT certifies that
it will ensure that potential sub-contra ctors or sub-recipients or any of their principals are not debarred ,
suspended , proposed for debarment, declared ineligible , or voluntarily excl uded from participation in
"covered transactions" by an y federal department or agen cy . "Covered transactions" include
procurement contracts for goods or services awarded under a non-procurement transaction (e .g . grant
or cooperative agreement) that are e xpected to equal or exceed $25 ,000 , and sub-awards to sub-
recip ie nts for any amount. With respect to covered transactions , the SUBRECIP IENT may comply with
this provision by obtaining a certification statement from the potential sub -contra ctor or sub-recipient or
by checking the System for Award Management (http ://www.sam .gov) maintained by the federal
government. The SUBRECIPIENT also agrees not to enter into any arrangements or contra cts with any
party on the Washington State Department of Labor and Industries' "Debarred Co ntractor List"
(http ://www .lni .wa .gov/Tradeslicensing /PrevWage/AwardingAgencies/DebarredContractors/).
A.8 CERTIFICATION REGARDING RESTRICTIONS ON LOBBYING
As requ ired by 44 CFR Part 18 , the SUBRE CIPIE NT hereby certifies that to the be st of their knowledge
and bel ief : (1) no federally appropriated funds have been paid or will be paid by or on behalf of the
SUBRECIPIENT to any person for influencin g or attempting t o influence an officer or employee of an
agency , a Member of Congress , an officer or emp loye e of Congress , or an employee of a Member of
Congress in connect ion with the award ing of any federal co ntra ct , the making of any federal grant, the
making of any federal lo an , the entering into of any cooperative agreement, and the extension ,
continuati on , rene wal , amendmen t , or modification of any federal c ontract , grant, loan , or coope rat ive
agreement ; (2 ) that if any funds other than federa l appropriated funds have been paid or will be paid 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 this Agreement, grant, loan, or cooperative agreement, the SUBRECIPIENT will complete and
submit Stand ard Form-LLL , "Disclosure Form to Repo rt Lobbying ," in accordance with its in structions ;
(3) and that, as applicable , the SUBRECIPIENT w ill require that the language of this ce rtification be
included in th e award documents for all subawards at all tiers (includ ing sub -contracts, sub-grants, and
contracts under grants, loans , a nd cooperative agreements) and that all sub -recipients shall certify and
disclose accord in gly.
This cert ificat ion is a material represen tation of fact upon which re li ance was placed when th is transaction
was made or entered into , and is a prerequisite for making or entering into this transaction imposed by
section 1352, title 31 , U.S. Code .
Pub lic A ssistance Grant Agreement Page 9 of 21 City of M arysville, D 19-11 2
A.9 COMPLIANCE WITH APPLICABLE STATUTES. RULES AND DEPARTMENT POLICIES
The SUBRECIPIENT and all its contractors shall comply with, and the DEPARTMENT is not responsible
for determining compliance with, any and all applicable federal, state, and local laws, regulations,
executive orders, OMB Circulars, and/or policies. This obligation includes, but is not limited to:
nondiscrimination laws and/or policies, Equal Employment Opportunity, as amended by Executive Order
11375 of October 13, 1967, as supplemented by Department of Labor regulations (41 CFR chapter 60);
Copeland Anti-Kickback Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29
CFR Part 3); Davis-Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by Department of Labor
regulations (29 CFR Part 5); Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33
U.S.C. 1368), Executive Order 11738, Environmental Protection Agency regulations (40 CFR part 15);
Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as
supplemented by Department of Labor regulations (29 CFR Part 5); Energy Policy and Conservation Act
(PL 94-163, 89 Stat. 871, as amended), the Americans with Disabilities Act (ADA), Age Discrimination
Act of 1975, Title VI of the Civil Rights Act of 1964, Civil rights Act of 1968, the Robert T. Stafford Disaster
Relief and Emergency Assistance Act, (PL 93-288, as amended), Title 44 of the Federal Regulations, 2
CFR Part 3002, Ethics in Public Service (RCW 42.52), Covenant Against Contingent Fees (48 CFR
Section 52.203-5), Public Records Act (RCW 42.56), Prevailing Wages on Public Works (RCW 39.12),
State Environmental Policy Act (RCW 43.21 C), Shoreline Management Act of 1971 (RCW 90.58), State
Building Code (RCW 19.27), Energy Related Building Standards (RCW 19.27 A), Provisions in Buildings
for Aged and Handicapped Persons (RCW 70.92), and safety and health regulations.
DEPARTMENT and SUBRECIPIENT agree that all activity pursuant to this Agreement will be in
accordance with all the applicable current federal, state and local laws, rules and regulations.
In the event of the SUBRECIPIENT's or its contractor's noncompliance or refusal to comply with any
applicable law, regulation, executive order, OMB Circular or policy, the DEPARTMENT may rescind,
cancel, or terminate the Agreement in whole or in part in its sole discretion.
The SUBRECIPIENT is responsible for all costs or liability arising from its failure to comply with applicable
laws, regulations, executive orders, OMB Circulars or policies.
A.10 CONFLICT OF INTEREST
No officer or employee of the DEPARTMENT; no member, officer, or employee of the SUBRECIPIENT
or its designees or agents; no member of the governing body of the jurisdiction in which the project is
undertaken or located; and no other official of such the SUBRECIPIENT who exercises any functions or
responsibilities with respect to the project during his or her tenure, shall have any personal or pecuniary
gain or interest, direct or indirect, in any contract, subcontract, or the proceeds thereof, for work to be
performed in connection with the project assisted under this Agreement.
The SUBRECIPIENT shall incorporate, or cause to incorporate, in all such contracts or subcontracts, a
provision prohibiting such interest pursuant to this provision.
A.11 CONTRACTING & PROCUREMENT
a. The SUBRECIPIENT shall use a competitive procurement process in the procurement and award of
any contracts with contractors or sub-contractors that are entered into under the original contract award.
The procurement process followed shall be in accordance with 2 CFR Part 200.318 General procurement
standards through 200.326 Contract Provisions.
As required by Appendix II to 2 CFR Part 200, all contracts entered into by the SUBRECIPIENT under
this Agreement must include the following provisions, as applicable:
1) Contracts for more than the simplified acquisition threshold currently set at $250,000, which is the
inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense
Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address
administrative, contractual, or legal remedies in instances where contractors violate or breach contract
terms, and provide for such sanctions and penalties as appropriate.
2) All contracts in excess of $10,000 must address termination for cause and for convenience by the
non-Federal entity including the manner by which it will be effected and the basis for settlement.
Public Assistance Grant Agreement Page 10 of 21 City of Marysville. 019-112
3) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts
that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 must include
the equal opportunity clause provided under 41 CFR 60-1.4(b ), in accordance with Executive Order
11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339),
as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal
Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract
Compliance Programs, Equal Employment Opportunity, Department of Labor."
4) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation,
all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a
provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as
supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions
Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with
the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than
the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition,
contractors must be required to pay wages not less than once a week. The non-Federal entity must
place a copy of the current prevailing wage determination issued by the Department of Labor in each
solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance
of the wage determination. The non-Federal entity must report all suspected or reported violations to
the Federal awarding agency. The contracts must also include a provision for compliance with the
Copeland "Anti-Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations
(29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole
or in Part by Loans or Grants from the United States"). The Act provides that each contractor or
subrecipient must be prohibited from inducing, by any means, any person employed in the construction,
completion, or repair of public work, to give up any part of the compensation to which he or she is.
otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal
awarding agency.
The procurement process followed shall be in accordance with 2 CFR Parts 200 and 3002, Uniform
Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments,
Uniform Administrative Requirements for Grants and Other Agreements with Institutions of Higher
Education, Hospitals, and Other Nonprofit Organizations, as applicable to the SUB-GRANTEE. All
subcontracting agreements entered into pursuant to this Agreement shall incorporate this Agreement by
reference.
5) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all
contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of
mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as
supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act,
each contractor must be required to compute the wages of every mechanic and laborer on the basis of
a standard work week of 40 hours. Work in excess of the standard work week is permissible provided
that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for
all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are
applicable to construction work and provide that no laborer or mechanic must be required to work in
surroundings or under working conditions which are unsanitary, hazardous or dangerous. These
requirements do not apply to the purchases of supplies or materials or articles ordinarily available on
the open market, or contracts for transportation or transmission of intelligence.
6) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition
of "funding agreement" under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into
a contract with a small business firm or nonprofit organization regarding the substitution of parties,
assignment or performance of experimental, developmental, or research work under that "funding
agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights
to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,
Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding
agency.
Public Assistance Grant Agreement Page 11 of21 City of Marysville, 019-112
7) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-
1387), as amended-Contracts and subgrants of amounts in excess of $150,000 must contain a
provision that requires the non-Federal award to agree to comply with all applicable standards, orders
or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water
Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal
awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
8) Debarment and Suspension (Executive Orders 12549 and 12689)-A contract award (see 2 CFR
180.220) must not be made to parties listed on the government-wide exclusions in the System for Award
Management°(SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive
Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235),
"Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or
otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory
authority other than Executive Order 12549.
9) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)-Contractors that apply or bid for an award
exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not
and has not used Federal appropriated funds to pay any person or organization for influencing or
attempting to influence an officer or employee of any agency, a member of Congress, officer or
employee of Congress, or an employee of a member of Congress in connection with obtaining any
Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose
any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.
Such disclosures are forwarded from tier to tier up to the non-Federal award.
10) Procurement of recovered materials -As required by 2 CFR 200.322, a non-Federal entity that is a
state agency or agency of a political subdivision of a state and its contractors must comply with section
6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act.
The requirements of Section 6002 include procuring only items designated in guidelines of the
Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of
recovered materials practicable, consistent with maintaining a satisfactory level of competition, where
the purchase price of the item exceeds $10,000 or the value of the ·quantity acquired during the
preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that
maximizes energy and resource recovery; and establishing an affirmative procurement program for
procurement of recovered materials identified in the EPA guidelines.
11) Notice of Federal awarding agency requirements and regulations pertaining to reporting.
12) Federal awarding agency requirements and regulations pertaining to copyrights and rights in data.
13) Access by the DEPARTMENT, the SUBRECIPIENT, the Federal awarding agency, the
Comptroller General of the United States, or any of their duly authorized representatives to any books,
documents, papers, and records of the contractor which are directly pertinent to that specific contract
for the purpose of making audit, examination, excerpts, and transcriptions.
14) Retention of all required records for six years after the SUBRECIPIENT has made final payments
and all other pending matters are closed.
15) Mandatory standards and policies relating to energy efficiency which are contained in the state
energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L.
94-163, 89 Stat. 871).
b. The DEPARTMENT reserves the right to review the SUBRECIPIENT procurement plans and
documents, and require the SUBRECIPIENT to make changes to bring its plans and documents into
compliance with the requirements of 2 CFR Part 200.318 through 2 CFR 200.326. The SUBRECIPIENT
must ensure that its procurement process requires contractors and subcontractors to provide adequate
documentation with sufficient detail to support the costs of the project and to allow both the
SUBRECIPIENT and DEPARTMENT to make a determination on eligibility of project costs.
c. All sub-contracting agreements entered into pursuant to this Agreement shall incorporate this
Agreement by reference.
Public Assistance Grant Agreement Page 12 of 21 City of Marysville, 019-112
A.12 DISCLOSURE
The use or disclosure by any party of any information concerning the DEPARTMENT for any purpose
not directly connected with the administration of the DEPARTMENT's or the SUBRECIPIENT's
responsibilities with respect to services provided under this Agreement is prohibited except by prior
written consent of the DEPARTMENT or as required to comply with the state Public Records Act, other
law or court order.
A.13 DISPUTES
Except as otherwise provided in this contract, when a bona fide dispute arises between the parties and
it cannot be resolved through discussion and negotiation, either party may request a dispute resolution
panel to resolve the dispute. A request for a dispute resolution board shall be in writing, state the disputed
issues, state the relative positions of the parties, and be sent to all parties. The panel shall consist of a
representative appointed by the DEPARTMENT, a representative appointed by the SUBRECIPIENT and
a third party mutually agreed upon by both parties. The panel shall, by majority vote, resolve the dispute.
Each party shall bear the cost for its panel member and its attorney fees and costs, and share equally
the cost of the third panel member.
A.14 DUPLICATION OF.BENEFITS
The SUBRECIPIENT agrees that the funds for which federal or state assistance is requested does not,
or will not, duplicate benefits or funds received for the same loss from any other source. The
SUBRECIPIENT will pursue, and require sub-recipients to pursue, full payment of eligible insurance
benefits for properties or any other losses covered in a project under this Agreement. The
SUBRECIPIENT will repay the DEPARTMENT any funds provided under this grant agreement that are
duplicated by other benefits, funds, or insurance proceeds. The SUBRECIPIENT will also seek recovery
against any party or parties whose negligence or other intentional or tortious conduct may have caused
or contributed to the expenditures for which these grants funds are provided. The SUBRECIPIENT will
repay the DEPARTMENT any funds recovered by settlement, judgment or other court order in an action
to recover funds provided by this grant. The SUBRECIPIENT shall notify the DEPARTMENT as early as
possible and work in conjunction with the DEPARTMENT and FEMA to ensure appropriate
apportionment of any duplicated or recovered payment.
A.15 HAZARDOUS SUBSTANCES
The SUBRECIPIENT shall inspect and investigate the proposed developmenUconstruction site for the
presence of hazardous substances. The SUBRECIPIENT shall fully disclose to the DEPARTMENT the
results of its inspection and investigation and all other knowledge the SUBRECIPIENT has as to the
presence of any hazardous substances at the proposed developmenUconstruction project site. The
SUBRECIPIENT will be responsible for any associated clean-up costs. "Hazardous Substance" is
defined in RCW 70.1 OSD.020 (10).
A.16 LEGAL RELATIONS
It is understood and agreed that this Agreement is solely for the benefit of the parties to the Agreement
and gives no right to any other party. No joint venture or partnership is formed as a result of this
Agreement.
To the extent allowed by law, the SUBRECIPIENT, its successors or assigns, will protect, save and hold
harmless the DEPARTMENT, the State of Washington, and the United States Government and their
authorized agents and employees, from all claims, actions, costs, damages or expenses of any nature
whatsoever by reason of the acts or omissions of the SUBRECIPIENT, its sub-contractors, assigns,
agents, contractors, consultants, licensees, invitees, employees or any person whomsoever arising out
of or in connection with any acts or activities authorized by this Agreement.
To the extent allowed by law, the SUBRECIPIENT further agrees to defend the DEPARTMENT and the
State of Washington and their authorized agents and employees in any litigation; including payment of
any costs or attorneys' fees for any claims or action commenced thereon arising out of or in connection
with acts or activities authorized by this Agreement.
This obligation shall not include such claims, costs, damages or expenses which may be caused by the
sole negligence of the DEPARTMENT; provided, that if the claims or damages are caused by or result
from the concurrent negligence of (1) the DEPARTMENT, and (2) the SUBRECIPIENT, its agents, or
Public Assistance Grant Agreement Page 13 of21 City of Marysville. 01g-112
employees, this indemnity provision shall be valid and enforceable only to the extent of the negligence of
the SUBRECIPIENT, or SUBRECIPIENT's agents or employees.
Insofar as the funding source, the DEPARTMENT of Homeland Security (DHS)/Federal Emergency
Management Agency (FEMA), is an agency of the federal government, the following shall apply:
44 CFR 206.9 Non-liabilitv. The federal government shall not be liable for any claim based upon the
exercise or performance of, or the failure to exercise or perform a discretionary function or duty on the
part of a federal agency or an employee of the Federal government in carrying out the provisions of the
Stafford Act.
A.17 LIMITATION OF AUTHORITY -AUTHORIZED SIGNATURE
The signatories to this Agreement represent that they have the authority to bind their respective
organizations to this Agreement. Only the DEPARTMENT's Authorized Signature and the Authorized
Signature of the assigned SUBRECIPIENT Agent or Alternate for the SUBRECIPIENT Agent, formally
designated in writing, shall have the express, implied, or apparent authority to alter, amend, modify, or
waive any clause or condition of this Agreement. Any alteration, amendment, modification, or waiver of
any clause or condition of this Agreement is not effective or binding unless made in writing and signed
by both parties Authorized Signature representatives. Further, only the Authorized Signature
representative or Alternate for the SUB RECIPIENT shall have authority to sign reimbursement requests,
certification of project completion, time extension requests, amendment and modification requests,
requests for changes to project status, and other requests, certifications and documents authorized by
or required under this Agreement.
A.18 LOSS OR REDUCTION OF FUNDING
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way
after the effective date of this Agreement and prior to normal completion or end date, the DEPARTMENT
may unilaterally reduce the scope of work and budget or unilaterally terminate or suspend all or part of
the Agreement as a "Termination for Cause" without providing the SUBRECIPIENT an opportunity to
cure. Alternatively, the parties may renegotiate the terms of this Agreement under "Amendments and
Modifications" to comply with new funding limitations and conditions, although the DEPARTMENT has
no obligation to do so.
A.19 NONASSIGNABILITY
Neither this Agreement, nor any claim arising under this Agreement, shall be transferred or assigned by
the SUBRECIPIENT.
A.20 NONDISCRIMINATION
The SUBRECIPIENT shall comply with all applicable federal and state non-discrimination laws,
regulations, and policies. No person shall, on the grounds of age, race, creed, color, sex, sexual
orientation, religion, national origin, marital status, honorably discharged veteran or military status, or
disability (physical, mental, or sensory) be denied the benefits of, or otherwise be subjected to
discrimination under any project, program, or activity, funded, in whole or in part, under this Agreement.
A.21 NOTICES
The SUBRECIPIENT shall comply with all public notices or notices to individuals required by applicable
local, state and federal laws and shall maintain a record of this compliance.
A.22 OCCUPATIONAL SAFETY/HEAL TH ACT and WASHINGTON INDUSTRIAL SAFETY/
HEAL TH ACT (OSHA/WISHAl
The SUBRECIPIENT represents and warrants that its work place does now or will meet all applicable
federal and state safety and health . regulations that are in effect during the SUBRECIPIENT's
performance under this Agreement. To the extent allowed by law, the SUBRECIPIENT further agrees to
indemnify and hold harmless the DEPARTMENT and its employees and agents from all liability, damages
and costs of any nature, including but not limited to, costs of suits and attorneys' fees assessed against
the DEPARTMENT, as a result of the failure of the SUBRECIPIENT to so comply.
A.23 OWNERSHIP OF PROJECT/CAPITAL FACILITIES
The DEPARTMENT makes no claim to any capital facilities or real property improved or constructed with
funds under this Agreement, and by this grant of funds does not and will not acquire any ownership
interest or title to such property of the SUBRECIPIENT.
Public Assistance Grant Agreement Page 14 of 21 City of Marysville. 019-112
The SUBRECIPIENT shall assume all liabilities arising from the ownership and operation of the project
and agrees to hold the DEPARTMENT and the State of Washington and the United States government
harmless from any and all causes of action arising from the ownership and operation of the project.
A.24 POLITICAL ACTIVITY
No portion of the funds provided herein shall be used for any partisan political activity or to further the
election or defeat of any candidate for public office or influence the approval or defeat of any ballot issue.
A.25 PRIVACY
Personal information collected, used or acquired in connection with this agreement shall be used solely
for the purposes of this agreement. SUBRECIPIENT and its subcontractors agree not to release, divulge,
publish, transfer, sell or otherwise make known to unauthorized persons personal information without the
express written consent of the DEPARTMENT or as provided by law or court order. SUBRECIPIENT
agrees to implement physical, electronic and managerial safeguards to prevent unauthorized access to
personal information.
The DEPARTMENT reserves the right to monitor, audit, or investigate the use of personal information
collected, used or acquired by the SUBRECIPIENT through this contract. The monitoring, auditing or
investigating may include but is not limited to "salting" by the DEPARTMENT. Salting is the act of placing
a record containing unique but false information in a database that can be used later to identify
inappropri~te disclosure of data contained in the database.
Any breach of this provision may result in termination of the contract and the demand for return of all
personal information. The SUBRECIPIENT agrees to indemnify and hold harmless the DEPARTMENT
for any damages related to the SUBRECIPIENT's unauthorized use, loss or disclosure of personal
information.
For purposes of this provision, personal information includes, but is not limited to, information identifiable
to an individual that relates to a natural person's health, finances, education, business, use or receipt of
governmental services, or other activities, names, addresses, telephone numbers, social security
numbers, driver license numbers, financial profiles, credit card numbers, financial identifiers and other
identifying numbers.
A.26 PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION
The assistance provided under this Agreement shall not be used in payment of any bonus or commission
for the purpose of obtaining approval of the application for such assistance or any other approval or
concurrence under this Agreement 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.
A.27 PUBLICITY
The SUBRECIPIENT agrees to submit to the DEPARTMENT prior to issuance all advertising and
publicity matters relating to this Agreement wherein the DEPARTMENT's name is mentioned or language
used from which the connection of the DEPARTMENT'S name may, in the DEPARTMENT'S judgment,
be inferred or implied. The SUBRECIPIENT agrees not to publish or use such advertising and publicity
matters without the prior written consent of the DEPARTMENT. The SUBRECIPIENT may copyright
original work it develops in the course of or under this Agreement; however, pursuant to 2 CFR Part
200.315, FEMA reserves a royalty-free, nonexclusive, and· irrevocable license to reproduce, publish or
otherwise use, and to authorize others to use the work for government purposes.
The SUBRECIPIENT shall include language which acknowledges the funding contribution of the
DEPARTMENT and FEMA to this project in any release or other publication developed or modified for,
or referring to, the project.
Publication resulting from work performed under this Agreement shall include an acknowledgement of
the DEPARTMENT and FEMA's financial support, by CFDA number, and a statement that the publication
does not constitute an endorsement by FEMA or reflect FEMA's views.
A.28 RECAPTURE PROVISION
In the event the SUBRECIPIENT fails to expend funds under this Agreement in accordance with
applicable federal, state, and local laws, regulations, and/or the provisions of the Agreement, the
DEPARTMENT reserves the right to recapture funds in an amount equivalent to the extent of
noncompliance. Such right of recapture shall exist for the life of the project following Agreement
Public Assistance Grant Agreement Page 15 of 21 City of Marysville, 01g-112
termination. Repayment by the SUBRECIPIENT offunds under this recapture provision shall occur within
30 days of demand. In the event the DEPARTMENT is required to institute legal proceedings to enforce
the recapture provision, the DEPARTMENT shall be entitled to its costs and expenses thereof, including
attorney fees.
A.29 RECORDS AND REPORTS
a. The SUBRECIPIENT agrees to maintain all books, records, documents, receipts, invoices and all
other electronic or written records necessary to sufficiently and properly reflect the SUBRECIPIENT's
contracts, subawards, grant administration, and payments, including all direct and indirect charges,
and expenditures in the performance of this Agreement (the "records").
b. The SUBRECIPIENT's records related to this Agreement and the projects funded may be inspected
and audited by the DEPARTMENT or its designee, by the Office of the State Auditor, DHS, FEMA or
their designees, by the Comptroller General of the United States or its designees, or by other state
or federal officials authorized by law, for the purposes of determining compliance by the
SUBRECIPIENT with the terms of this Agreement and to determine the appropriate level of funding
to be paid under the Agreement.
c. The records shall be made available by the SUBRECIPIENT for such inspection and audit, together
with suitable space for such purpose, at any and all times during the SUBRECIPIENT's normal
working day.
d. The SUBRECIPIENT shall retain and allow access to all records related to this Agreement and the
funded project(s) for a period of at least six (6) years following final payment and closure of the grant
under this Agreement. Despite the minimum federal retention requirement of three (3) years, the
more stringent State requirement of six (6) year must be followed.
A.30 RECOVERY OF FUNDS
Any person who intentionally causes a condition for which funds are provided under this Agreement shall
be liable for the costs incurred by the state and federal governments in responding to such disaster. In
addition to its own duty to recover duplicated funds or funds expended due to the intentional or negligent
actions of others. SUBRECIPIENT will cooperate in a reasonable manner with the DEPARTMENT and
the United States in efforts to recover expenditures under this Grant Agreement.
A.31 RESPONSIBILITY FOR PROJECT/STATEMENT OF WORK/WORK PLAN
While the DEPARTMENT undertakes to assist the SUBRECIPIENT with the project/statement of
work/work plan (project) by providing grant funds pursuant to this Agreement, the project itself remains
the sole responsibility of the SUBRECIPIENT. The DEPARTMENT undertakes no responsibility to the
SUBRECIPIENT, or to any third party, other than as is expressly set out in this Agreement.
The responsibility for the design, development, construction, implementation, operation and maintenance
of the project, as these phrases are applicable to this project, is solely that of the SUBRECIPIENT, as is
responsibility for any claim or suit of any nature by any third party related in any way to the project.
Prior to the start of any construction activity, the SUBRECIPIENT shall ensure that all applicable Federal,
State, and local permits and clearances are obtained, including but not limited to FEMA compliance with
the National Environmental Policy Act, the National Historic Preservation Act, the Endangered Species
Act, and all other environmental laws and executive orders.
The SUBRECIPIENT shall defend, at its own cost, any and all claims or suits at law or in equity, which
may be brought against the SUB RECIPIENT in connection with the project. The SUBRECIPIENT shall
not look to the DEPARTMENT, or to any state or federal agency, or to any of their employees or agents,
for any performance, assistance, or any payment or indemnity, including but not limited to cost of defense
and/or attorneys' fees, in connection with any claim or lawsuit brought by any third party related to any
design, development, construction, implementation, operation and/or maintenance of a project.
A.32 SEVERABILITY
If any court of rightful jurisdiction holds any provision or condition under this Agreement or its application
to any person or circumstances invalid, this invalidity does not affect other provisions, terms or conditions
Public Assistance Grant Agreement Page 16 of 21 City of Marysville. 019-112
of the Agreement, which can be given effect without the invalid provision. To this end, the terms and
conditions of this Agreement are declared severable.
A.33 SINGLE AUDIT ACT REQUIREMENTS (including all AMENDMENTS!
Non-federal entities as subrecipients that expend $750,000 or more in one fiscal year of federal funds
from all sources, direct and indirect, are required to have a single or a program-specific audit conducted
in accordance with 2 CFR Part 200 Subpart F. Non-federal entities that spend less than $750,000 a year
in federal awards are exempt from federal audit requirements for that year, except as noted in 2 CFR
Part 200 Subpart F. As defined in 2 CFR Part 200, the term "non-federal entity" means a State, local
government, Indian Tribe, institution of higher education, or non-profit organization that carries out a
federal award as a recipient or subrecipient.
SUBRECIPIENTs that are required to have an audit must ensure the audit is performed in accordance
with Generally Accepted Government Auditing Standards (GAGAS) as found in the Government Auditing
Standards (the Revised Yellow Book) developed by the United States Comptroller General and the OMB
Compliance Supplement. The SUBRECIPIENT has the responsibility of notifying its auditor and
requesting an audit in compliance with 2 CFR Part 200 Subpart F, to include the Washington State
Auditor's Office, a federal auditor, or a public accountant performing work using GAGAS, as
appropriate. Costs of the audit may be an allowable grant expenditure as authorized by 2 CFR Part 200
Subpart F.
The SUBRECIPIENT shall maintain auditable records and accounts so as to facilitate the audit
requirement and shall ensure that any subrecipients or contractors also maintain auditable records.
The SUBRECIPIENT is responsible for any audit exceptions incurred by its own organization or that of
its subcontractors. Responses to any unresolved management findings and disallowed or questioned
costs shall be included with the audit report.
The SUBRECIPIENT must respond to DEPARTMENT requests for information or corrective action
concerning audit issues or findings within 30 days of the date of request. The DEPARTMENT reserves
the right to recover from the SUBRECIPIENT all disallowed costs resulting from the audit.
Once the single audit has been completed and includes and audit findings, the SUBRECIPIENT must
send a full copy of the audit to the DEPARTMENT and its corrective action plan no later than nine (9)
months after the end of the SUBRECIPIENT's fiscal year(s) to:
Contracts Office
Washington Military Department
Finance Division, Building #1 TA-20
Camp Murray, WA 98430-5032
If Contractor claims it is exempt from the audit requirements of 2 CFR Part 200 Subpart F, the
SUBRECIPIENT must send a letter identifying this Agreement and explaining the criteria for exemption
no later than nine (9) months after the end of the SUBRECI Pl EN T's fiscal year(s) to the address listed
above.
The DEPARTMENT retains the sole discretion to determine whether a valid claim for an exemption
from the audit requirements of this provision has been established.
The SUBRECIPIENT shall include the above audit requirements in any subawards.
Conducting a single or program-specific audit in compliance with 2 CFR Part 200 Subpart F is a material
requirement of this Agreement. In the absence of a valid claim of exemption from the audit requirements
of 2 CFR Part 200 Subpart F, the SUBRECIPIENT's failure to comply with said audit requirements may
result in one or more of the following actions in the DEPARTMENT's sole discretion: a percentage of
federal awards being withheld until the audit is completed in accordance with 2 CFR Part 200 Subpart F;
the withholding or disallowing of overhead costs; the suspension of federal awards until the audit is
conducted and submitted; or termination of the federal award.
A.34 SUBRECIPIENT NOT EMPLOYEE
The parties intend that an independent contractor relationship will be created by this Agreement. The
SUBRECIPIENT, and/or employees or agents performing under this Agreement are not employees or
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agents of the DEPARTMENT in any manner whatsoever. The SUBRECIPIENT will not be presented as
nor claim to be an officer or employee of the DEPARTMENT or of the State of Washington by reason of
this Agreement, nor will the SUBRECIPIENT make any claim, demand, or application to or for any right
or privilege applicable to an officer or employee of the DEPARTMENT or of the State of Washington by
reason of this Agreement, including, but not limited to, Workmen's Compensation coverage,
unemployment insurance benefits, social security benefits, retirement membership or credit, or privilege
or benefit which would accrue to a civil service employee under Chapter 41.06 RCW.
It is understood that if the SUBRECIPIENT is another state department, state agency, state university,
state college, state community college, state board, or state commission, that the officers and employees
are employed by the State of Washington in their own right and not by reason of this Agreement.
A35 TAXES. FEES AND LICENSES
Unless otherwise provided in this Agreement, the SUBRECIPIENT shall be responsible for, pay and
maintain in current status all taxes, unemployment contributions, fees, licenses, assessments, permit
charges and expenses of any other kind for the SUBRECIPIENT or its staff required by statute or
regulation that are applicable to Agreement performance.
A.36 TERMINATION FOR CONVENIENCE
Notwithstanding any provisions of this Agreement, the SUBRECIPIENT may terminate this Agreement
by providing written notice of such termination to the DEPARTMENTs Key Personnel identified in the
Agreement, specifying the effective date thereof, at least thirty (30) days prior to such date.
Except as otherwise provided in this Agreement, the DEPARTMENT, in its sole discretion and in the best
interests of the State of Washington, may terminate this Agreement in whole or in part by providing ten
(10) calendar days written notice, beginning on the second day after mailing to the SUBRECIPIENT.
Upon notice of termination for convenience, the DEPARTMENT reserves the right to suspend all or part
of the Agreement, withhold further payments, or prohibit the SUBRECIPIENT from incurring additional
obligations of funds. In the event of termination, the SUBRECIPIENT shall be liable for all damages as
authorized by law. The rights and remedies of the DEPARTMENT provided for in this section shall not
be exclusive and are in addition to any other rights and remedies provided by law.
A37 TERMINATION OR SUSPENSION FOR CAUSE
In the event the DEPARMENT, in its sole discretion, determines the SUBRECIPIENT has failed to fulfill
in a timely and proper manner its obligations under this Agreement, is in an unsound financial condition
so as to endanger performance hereunder, is in violation of any laws or regulations that render the
SUBRECIPIENT unable to perform any aspect of the Agreement, or has violated any of the covenants,
agreements or stipulations of this Agreement, the DEPARTMENT has the right to immediately suspend
or terminate this Agreement in whole or in part.
The DEPARTMENT may notify the SUBRECIPIENT in writing of the need to take corrective action and
provide a period of time in which to cure. The DEPARTMENT is not required to allow the SUBGRANTEE
an opportunity to cure if it is not feasible as determined solely within the DEPARTMENT's discretion. Any
time allowed for cure shall not diminish or eliminate the SUBRECIPIENT's liability for damages or
otherwise affect any other remedies available to the DEPARTMENT. If the DEPARTMENT allows the
SUBRECIPIENT an opportunity to cure, the DEPARTMENT shall notify the SUBRECIPIENT in writing of
the need to take corrective action. If the corrective action is not taken within ten (10) calendar days or
as otherwise specified by the DEPARTMENT, or if such corrective action is deemed by the
DEPARTMENT to be insufficient, the Agreement may be terminated in whole or in part.
The DEPARTMENT reserves the right to suspend all or part of the Agreement, withhold further payments,
or prohibit the SUBRECIPIENT from incurring additional obligations of funds during investigation of the
alleged compliance breach, pending corrective action by the SUBRECIPIENT, if allowed, or pending a
decision by the DEPARTMENT to terminate the Agreement in whole or in part.
In the event of termination, the SUBRECIPIENT shall be liable for all damages as authorized by law,
including but not limited to, any cost difference between the original Agreement and the replacement or
cover Agreement and all administrative costs directly related to the replacement Agreement, e.g., cost of
administering the competitive solicitation process, mailing, advertising and other associated staff time.
The rights and remedies of the DEPARTMENT provided for in this section shall not be exclusive and are
in addition to any other rights and remedies provided by law.
Public Assistance Grant Agreement Page 18 of 21 City of Marysville. 019-112
If it is determined that the SUBRECIPIENT: (1) was not in default or material breach, or (2) failure to
perform was outside of the SUBRECIPIENT's control, fault or negligence, the termination shall be
deemed to be a "Termination for Convenience''.
A.38 TERMINATION PROCEDURES
In addition to the procedures set forth below, if the DEPARTMENT terminates this Agreement, the
SUBRECIPIENT shall follow any procedures specified in the termination notice. Upon termination of this
Agreement.and in addition to any other rights provided in this Agreement, the DEPARTMENT may require
the SUBRECIPIENT to deliver to the DEPARTMENT any property specifically produced or acquired for
the performance of such part of this Agreement as has been terminated.
If the termination is for convenience, the DEPARTMENT shall pay to the SUBRECIPIENT the agreed
upon price, if separately stated, for properly authorized and completed work and services rendered or
goods delivered to and accepted by the DEPARTMENT prior to the effective date of Agreement
termination, and the amount agreed upon by the SUBRECIPIENT and the DEPARTMENT for (i)
completed work and services and/or equipment or supplies provided for which no separate price is stated,
(ii) partially completed work and services and/or equipment or supplies provided which are accepted by
the DEPARTMENT, (iii) other work, services and/or equipment or supplies which are accepted by the
DEPARTMENT, and (iv) the protection and preservation of property.
Failure to agree with such amounts shall be a dispute within the meaning of the "Disputes" clause of this
Agreement. If the termination is for cause, the DEPARTMENT shall determine the extent of the liability
of the DEPARTMENT. The DEPARTMENT shall have no other obligation to the SUBRECIPIENT for
termination. The DEPARTMENT may withhold from any amounts due the SUBRECIPIENT such sum as
the DEPARTMENT determines to be necessary to protect the DEPARTMENT against potential loss or
liability.
The rights and remedies of the DEPARTMENT provided in this Agreement shall not be exclusive and are
in addition to any other rights and remedies provided by law.
After receipt of a notice of termination, and except as otherwise directed by the DEPARTMENT in writing,
the SUBRECIPIENT shall:
a. Stop work under the Agreement on the date, and to the extent specified, in the notice;
b. Place no further orders or sub-contracts for materials, services, supplies, equipment and/or
facilities in relation to this Agreement except as may be necessary for completion of such portion
of the work under the Agreement as is not terminated;
c. Assign to the DEPARTMENT, in the manner, at the times, and to the extent directed by the
DEPARTMENT, all of the rights, title, and interest of the SUBRECIPIENT under the orders and
sub-contracts so terminated, in which case the DEPARTMENT has the right, at its discretion, to
settle or pay any or all claims arising out of the termination of such orders and contracts;
d. Settle all outstanding liabilities and all claims arising out of such termination of orders and sub-
contracts, with the approval or ratification of the DEPARTMENT to the extent the DEPARTMENT
may require, which approval or ratification shall be final for all the purposes of this clause;
e. Transfer title to the DEPARTMENT and deliver in the manner, at the times, and to the extent
directed by the DEPATMENT any property which, if the Agreement had been completed, would
have been required to be furnished to the DEPARTMENT;
f. Complete performance of such part of the work as shall not have been terminated by the
DEPARTMENT in compliance with all contractual requirements; and
g. Take such action as may be necessary, or as the DEPARTMENT may require, for the protection
and preservation of the property related to this Agreement which is in the possession of the
SUBRECIPIENT and in which the DEPARTMENT has or may acquire an interest.
A.39 UTILIZATION OF MINORITY AND WOMEN BUSINESS ENTERPRISES !MWBEl
The SUBRECIPIENT shall comply with 2 CFR §200.321 and will take all necessary affirmative steps to
assure that minority firms, women's business enterprises, and labor surplus area firms are used when
possible and will take all necessary affirmative steps to utilize business firms that are certified as minority-
owned and/or women-owned in carrying out the purposes of this Agreement. The following steps are
Public Assistance Grant Agreement Page 19 of21 City of Marysville, 019-112
required by the subrecipient if any contracts with contractors or sub-contractors are entered into under
the original contract award:
a. Placing qualified small and minority businesses and women's business enterprises on solicitation
lists;
b. Assuring that small and minority businesses, and women's business enterprises are solicited
whenever they are potential sources;
c. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit
maximum participation by small and minority businesses, and women's business enterprises;
d. Establishing delivery schedules, where the requirement permits, which encourage participation
by small and minority businesses, and women's business enterprises; and
e. Using the services and assistance, as appropriate, of such organizations as the Small Business
Administration and the Minority Business Development Agency of the Department of Commerce.
The SUBRECIPIENT may also set utilization standards, based upon local conditions or may utilize the
State of Washington MWBE goals, as identified in. WAC 326-30-041.
A.40 VENUE
This Agreement shall be construed and enforced in accordance with, and the validity and performance
shall be governed by the laws of the State of Washington. Venue of any suit between the parties arising
out of this Agreement shall be the Superior Court of Thurston County, Washington. The SUBRECIPIENT,
by execution of this Agreement acknowledges the jurisdiction of the courts of the State of Washington.
A.41 WAIVERS
No conditions or provisions of this Agreement can be waived unless approved in advance by the
DEPARTMENT in writing. The DEPARTMENT's failure to insist upon strict performance of any provision
of the Agreement or to exercise any right based upon a breach thereof, or the acceptance of any
performance during such breach, shall not constitute a waiver of any right under this Agreement.
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