Loading...
HomeMy WebLinkAbout000568 Original ContractApril 16, 2013 Roberta Korca City of Port Angeles PO Box 1150 Port Angeles, WA 98362 Re: CERB CONTRACT number 13 -96303 -021 Dear Ms. Roberta Korca: Enclosed is a fully executed contract for your CERB Competitive Capital Project Grant. This contract is for Waterfront and Transportation Improvement Plan. Please keep this original document with other local records related to your project. We have enclosed an A19 voucher for requesting funds and will email the electronic version, (if needed) for your completion once funds are ready to be expended. Please send A 19 invoices to: I will be your project manager and look forward to working with you and your staff. Sincerely, STATE OF WASHINGTON DEPARTMENT OF COMMERCE 1011 Plum Street SE PO Box 42525 Olympia, Washington 98504 -2525 (360) 725 -4000 www.commerce.wa.gov 4 .-e ‘i 6"( Connie Rivera CAU Project Manager 360 725 3088 Connie.rivera @commerce.wa. gov Enclosures Connie Rivera Department of Commerce Attn: Contracts Administration Unit PO Box 42525 Olympia, WA 98504 City of Port Angeles Record #000568 L For: INVESTING IN WASHINGTON'S ECONOMIC FUTURE Community Economic Revitalization Board Washington State Department of Commerce 1011 Plum Street SE Post Office Box 42525 Olympia, Washington 98504 -2525 Grant Agreement between: City of Port Angeles and Community Economic Revitalization Board R CEIV ED MAR 1 4 2013 Department of Commerce Project Name: Waterfront Transportation Improvement Plan Contract Number: 13- 96303 -021 Contract Type: Community Revitalization Grant Execution Start Date: Contract Execution Date (to be filled by the Community Economic Revitalization Board) r Legal Name Contract Number Federal Tax ID State Client Title Project City Project State Project Zip Contract Amount Biennium Biennium Close Date Earliest Date for Construction Reimbursement Time of Performance Special Conditions City of Port Angeles 13- 96303 -021 1 City of Port Angeles 1 13- 96303 -021 191-6001266 SWV0007712 -00 PROJECT INFORMATION Waterfront &Transportation Improvement Plan I Port Angeles Washington 198362 $500,000.00 2011- 2013 June 30, 2013 DECLARATIONS CLIENT INFORMATION CONTRACT TERMS and CONDITIONS Dec 4, 2012 (earliest date for reimbursable expenditures) 36 months from contract execution to project completion: 12 months from contract execution to begin construction 24 months from start of construction to project completion, not to exceed 36 months in total. None. Page 1 of 3 2/25/13 1. Contractor City of Port Angeles 321 East 5th Street Port Angeles, WA 98362- 3. Contractor Representative N/A N/A 5. Contract Amount $500,000.00 9. Federal Funds (as applicable) 10. Tax ID# 91- 6001266 Signature f)cci m(v "P Q11 Print Name Title Date City of Port Angeles 13- 96303 -021 Contract Number: 13- 96303 -021 Washington State Community Economic Revitalization Board Community Revitalization Grant l'r CO -11 9I✓ 6. Funding Source Federal 0 State: N /A: Li CONTRACT FACE SHEET Federal Agency N/A 11. SWV SWV0007712 -00 2. Contractor Doing Business As (optional) N/A 4. CERB Board Representative 7. Contract Start Other: 0 Date Contract Execution Date Page 2 of 3 2/25/13 12. UBI 14. Contract Purpose The Board, defined as the Washington State Community Economic Revitalization Board, and the Contractor have entered into this Contract to undertake a project that furthers the goals and objectives of the CERB Administered Economic Development, Innovation, Export Grants Program as created in Chapter 2, Laws of 2012, 2nd Special Session, Section 1005. The Board and Contractor acknowledge and accept the terms of this Contract and attachments and have executed this Contract on the date below to start as of the date and year last written below. The rights and obligations of both parties to this Contract are governed by this Contract and the following other documents incorporated by reference: Contract Terms and Conditions including ATTACHMENT I: PROJECT SCOPE OF WORK; and ATTACHMENT II: CERTIFICATION OF THE PAYMENT AND REPORTING OF PREVAILING WAGES; ATTACHMENT III: CERTIFICATION OF AVAILABILITY OF FUNDS TO COMPLETE THE PROJECT. FOR THE CONTRACTOR FOR THE COMMUNITY ECONOMIC REVITALIZATION BOARD Ma Ur. a it o t'- CERB Board Date APPROVED AS TO FORM ONLY This 3rd Day of January, 2013 Rob McKenna Attorney General Signature on file Sandra Adix Assistant Attorney General 7. Contract End Date 36 Months from contract execution (provided that funds are re- appropriated into the next biennium.) CFDA Number N/A 13. DUNS City of Port Angeles 13- 96303 -021 Page 3 of 3 2/25/13 Contract Terms and Conditions TABLE OF CONTENTS Part 1. SPECIAL TERMS AND CONDITIONS 3 1.1. DEFINITIONS. 3 1.2. AUTHORITY 3 1 3. PURPOSE 3 1.4. ORDER OF PRECEDENCE .3 1 5 GRANT AMOUNT 4 1 6 CERTIFICATION OF FUNDS. 4 1 7 MODIFICATION TO THE PROJECT COSTS 4 1 8 PROJECT EXPENDITURES ELIGIBLE FOR REIMBURSEMENT 4 1.9. BILLING PROCEDURES AND PAYMENT .5 1 10. CERTIFIED PROJECT COMPLETION REPORT AND FINAL PAYMENT ..6 1 11. REPORTS. .6 1 12. EVALUATION AND MONITORING... 6 1 13 OWNERSHIP OF PROJECT /CAPITAL FACILITIES .7 1 14. CHANGE OF OWNERSHIP OR USE FOR CONTRACTOR -OWNED PROPERTY7 1.15 CHANGE OF USE FOR LEASED PROPERTY .7 1 16 HISTORICAL AND CULTURAL ARTIFACTS 7 1 17. SIGNAGE, MARKERS, AND PUBLICATIONS ...8 1 18. PREVAILING WAGE LAW 8 1 19. INSURANCE .8 1 20. RECAPTURE PROVISION 10 1 21 REDUCTION IN FUNDS 11 1 22. REAPPROPRIATION 11 Part 2. GENERAL TERMS AND CONDITIONS 12 21. DEFINITIONS .12 2 2 ALLOWABLE COSTS 12 2 3 ALL WRITINGS CONTAINED HEREIN 12 2 4 AMENDMENTS 12 2.5. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101 -336, also referred to as the "ADA" 28 CFR Part 35 .12 2 6. APPROVAL 13 2 7 ASSIGNMENT 13 2 8 ATTORNEY'S FEES 13 2 9 AUDIT .13 2 10. CODE REQUIREMENTS 14 2 11. CONFIDENTIALITY /SAFEGUARDING OF INFORMATION .14 212. CONFORMANCE ..15 2.13. COPYRIGHT PROVISIONS .15 2 14 DISALLOWED COSTS 15 2.15 DISPUTES 16 2 16 DUPLICATE PAYMENT. 16 2 17 ETHICS /CONFLICTS OF INTEREST 16 2.18. GOVERNING LAW AND VENUE .16 2 19. INDEMNIFICATION ..16 2 20 INDEPENDENT CAPACITY OF THE CONTRACTOR .17 Contract Terms and Conditions Page 1 2 21 INDUSTRIAL INSURANCE COVERAGE 17 2 22 LAWS 17 2 23 LICENSING, ACCREDITATION AND REGISTRATION 18 2.24. LIMITATION OF AUTHORITY 18 2.25. LOCAL PUBLIC TRANSPORTATION COORDINATION 18 2 26. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS 18 2.27. POLITICAL ACTIVITIES 18 2 28. PREVAILING WAGE LAWS 18 2 29. Prohibition Against Payment of Bonus or Commission 18 2.30. PUBLICITY .19 2 31. RECAPTURE 19 2.32. RECORDS MAINTENANCE 19 2 33. REGISTRATION WITH DEPARTMENT OF REVENUE 19 2 34. RIGHT OF INSPECTION 19 2 35. SAVINGS 19 2 36 SEVERABILITY 20 2 37. SUBCONTRACTING 20 2 38. SURVIVAL 20 2 39 TAXES 20 2 40. TERMINATION FOR CAUSE SUSPENSION 20 2 41 TERMINATION FOR CONVENIENCE 21 2 42 TERMINATION PROCEDURES... 21 2 43 WAIVER.. 21 ATTACHMENT I: PROJECT SCOPE OF WORK ATTACHMENT II: CERTIFICATION OF PAYMENT AND REPORTING OF PREVAILING WAGES ATTACHMENT III CERTIFICATION OF AVAILABLE FUNDS Contract Terms and Conditions Page 2 1.1. DEFINITIONS As used throughout this Contract the following terms shall have the meaning set forth below: A. "Contract" shall mean this Washington State Community Economic Revitalization Board Administered Economic Development, Innovation, and Export Grants Program Contract as created in Chapter 2, Laws of 2012, Section 1005. B "Contractor" shall mean the local government identified on the Contract Face Sheet performing service(s) under this Contract and who is a Party to the Contract, and shall include all employees and agents of the Contractor C "The Board" shall mean the Washington State Community Economic Revitalization Board created in Revised Code of Washington (RCW) 43 160 and who is a Party to the Contract. D. "Declarations and "Declared" shall refer to the project information, loan terms, and conditions as stated on the Declarations Page of this Contract, displayed within the contract in THIS STYLE for easier identification 1.2. AUTHORITY Acting under the authority of Chapter 43.160 RCW, the Board has awarded the Contractor a contract for an infrastructure project pursuant to the Board administered Economic Development, Innovation, and Export Grants Program during the BIENNIUM as shown on the Declarations Page 1.3. PURPOSE CONTRACT TERMS AND CONDITIONS WASHINGTON STATE DEPARTMENT OF COMMERCE COMMUNITY ECONOMIC REVITALIZATION BOARD COMMUNITY REVITALIZATION GRANT Part 1. SPECIAL TERMS AND CONDITIONS The Board and the Contractor have entered into this Contract to undertake an approved project that furthers the goals and objectives of Washington State The project will be undertaken by the Contractor and will include the activities described in Attachment I: SCOPE OF WORK. The project must be undertaken in accordance with the grant terms and conditions, and all applicable federal, state, and local laws and ordinances, which by this reference are incorporated into this Contract as though set forth fully herein 1.4. ORDER OF PRECEDENCE In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence in the following order. A. Applicable federal and state of Washington statutes and regulations B. Special Terms and Conditions including attachments. C. General Terms and Conditions Contract Terms and Conditions Page 3 1.5. GRANT AMOUNT The Board shall pay an amount not to exceed the awarded GRANT AMOUNT as shown on the attached Declarations Page for the eligible costs necessary for or incidental to the performance of work as set forth in the described in Attachment I: SCOPE OF WORK 1.6. CERTIFICATION OF FUNDS A The release of state funds under this Contract is contingent upon the Contractor certifying that it has expended or has access to funds from other sources as set forth in ATTACHMENT III: CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE PROJECT to complete all the project activities described in Attachment I: SCOPE OF WORK. Such sources may consist of a combination of any of the following i Loans or grants ii. Eligible project expenditures prior to the execution of this Contract iii Cash dedicated to the project. iv Funds available through a letter of credit or other binding loan commitment(s). v Pledges from foundations or corporations. vi Pledges from individual donors. vii. 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 The Board will not consider appraisals for prospective values of such property for the purposes of calculating the amount of matching fund credit viii In -kind contributions, subject to the Board's approval B. The Contractor shall maintain records sufficient to evidence that it has access to or has expended funds from such sources, and shall make such records available for the Board's review upon reasonable request 1.7. MODIFICATION TO THE PROJECT COSTS This section has been deleted bui title retained for document continuity 1.8. PROJECT EXPENDITURES ELIGIBLE FOR REIMBURSEMENT Payments to the Contractor shall be made on a reimbursement basis only. For the purposes of this Contract, eligible costs shall be construed to mean costs incurred and paid, or costs incurred and payable within thirty (30) days Only costs incurred on or after the EARLIEST DATE FOR CONSTRUCTION REIMBURSEMENT as shown in the Declarations, are eligible for reimbursement under this Contract The Contractor may be reimbursed for eligible costs related to the activities identified in Attachment I: SCOPE OF WORK. 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, limited to no more than twenty percent (20 of the total project cost, C. Archaeological /historical review, D. Construction management and construction observation (from external sources only), limited to no more than ten percent (10 of the grant award; E Construction costs including, but not limited to, the following: i. Site preparation and improvements; n Permits and fees, Contract Terms and Conditions Page 4 iii. Labor and materials, iv Taxes on project goods and services, v. Capitalized equipment, vi Information technology infrastructure, and v Landscaping F Insurance premiums as required in Section 1.19; G Other costs authorized through the legislation. 1.9. BILLING PROCEDURES AND PAYMENT The Board shall reimburse the Contractor for eligible project expenditures up to the maximum payable under this Contract. When requesting reimbursement for costs incurred or expenditures made, the Contractor shall submit a signed and completed Invoice Voucher (Form A -19), referencing the Attachment I: SCOPE OF WORK project activity performed, and any appropriate documentation The Invoice Voucher must be certified by an official of the Contractor with authority to bind the Contractor. Each Invoice Voucher 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, and which may include, but not be limited to 1 Percent of completion for scope of work items, 2 Amount of matching funds spent, 3 Other criteria as the Board may require. The Board will not release payment for any reimbursement request received until the Project Status Report is received After approving the Invoice Voucher and Project Status Report, the Board shall promptly remit a warrant to the Contractor. Matching funds must be spent in concert with the Board's funds, dollar for dollar ($1 Board to $1 from matching fund) until the Board's funds or matching funds are exhausted Ten percent (10 of the grant award will be withheld until the project is completed and a signed Project Completion Report is received by the Board The final Invoice Voucher payment shall not occur prior to the completion of all project activities as identified in Attachment I SCOPE OF WORK. The Contractor shall submit all Invoice Vouchers and any required documentation to Contracts Administration Unit Department of Commerce PO Box 42525 Olympia, WA 98504 -2525 The Board will pay the Contractor upon acceptance of services provided and receipt of properly completed invoices, which shall be submitted to the Board not more often than monthly. Payment shall be considered timely if made by the Board within thirty (30) calendar days after receipt of properly completed invoices Payment shall be sent to the address designated by the Contractor. The Board may, in its sole discretion, terminate the Contract or withhold payments claimed by the Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition of this Contract Contract Terms and Conditions Page 5 No payments in advance or in anticipation of services or supplies to be provided under this Contract shall be made by the Board. Duplication of Billed Costs. The Contractor shall not bill the Board for services performed under this Contract, and the Board shall not pay the Contractor, if the Contractor is entitled to payment or has been or will be paid by any other source, including grants, for that service. Disallowed Costs The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subcontractors. 1.10. CERTIFIED PROJECT COMPLETION REPORT AND FINAL PAYMENT The Contractor shall complete a Certified Project Completion Report when activities identified in Attachment 1: SCOPE OF WORK are complete The Contractor shall provide the following information to the Board. A A certified statement that the project, as described in Attachment I: SCOPE OF WORK, is complete and, if applicable, meets required standards B. A certified statement of the actual dollar amounts spent, from all funding sources, in completing the project as described in Attachment I: SCOPE OF WORK C. Certification that all costs associated with the project have been incurred and accounted for Costs are incurred when goods and services are received and /or contract work is performed. 1.11. REPORTS The Contractor shall furnish the Board with: A Project Status Reports with each Invoice Voucher, B. Certified Project Completion Report at project completion, and C. Other reports as the Board may require The Contractor shall also report, in writing any problems, delays, or adverse conditions which will materially affect the ability to meet project objectives, time schedules, or work units by the established time period This disclosure shall be accompanied by a statement of the action taken or contemplated and any Board assistance needed to resolve the situation. Upon final request for reimbursement, the Contractor shall submit a Certified Project Completion Report to the Board, signed by the Contractor's responsible party, which shall include, but not be limited to, an accounting of all expenditures, and a description of work accomplished (format to be provided by the Board). 1.12. EVALUATION AND MONITORING The Contractor shall cooperate with and freely participate in any monitoring or evaluation activities conducted by the Board, including site inspections The Contractor may be asked by the Board to provide photographs, either hard copy or electronically, which visually depict the progress made on the project. The Board or the State Auditor and any of their representatives shall have full access to and the right to examine all of the Contractor's records with respect to all matters covered in this Contract. Such representatives shall be permitted to audit, examine, and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, payrolls, and records of matters covered by this Contract Such rights last for six (6) years from the date final payment is made Contract Terms and Conditions Page 6 1.13. OWNERSHIP OF PROJECT /CAPITAL FACILITIES The Board 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 the Board may bring against the Contractor in recapturing funds expended in violation of this Contract. 1.14. CHANGE OF OWNERSHIP OR USE FOR CONTRACTOR -OWNED PROPERTY The Contractor understands and agrees that any or all assets acquired, constructed, or otherwise improved by the Contractor using the funds under this Contract shall be held and used by the Contractor for the purposes stated in Attachment I: SCOPE OF WORK for a period of at least ten (10) years from the date the final payment is made This provision shall not be construed to prohibit the Contractor from selling any property or properties described in this section, Provided, that any such sale shall be subject to prior review and approval by the Board, 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 For a period of at least ten (10) years from the date the final payment is made, in the event that the Contractor decides to change or transfer ownership of any or all assets acquired, constructed, or otherwise improved by the Contractor using the funds under this Contract, the Contractor agrees that any such decision or action must be submitted in writing and approved by the Board in writing at least thirty (30) days prior to the execution of such decision or action In the event the Contractor is found to be out of compliance with this section, the Contractor shall repay the principal amount of the grant as stated in Section 1 5, 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 grant program was authorized Repayment shall be made pursuant to Section 1 20 Recapture Provision 1.15. CHANGE OF USE FOR LEASED PROPERTY The Contractor understands and agrees that any facility leased by the Contractor that is constructed, renovated, or otherwise improved using state funds under this Contract shall be used by the Contractor for the purposes stated in Attachment I: SCOPE OF WORK for a period of at least ten (10) years from the date the final payment is made In the event the Contractor is found to be out of compliance with this section, the Contractor shall repay the pnncipal amount of the grant as stated in section 1.5 plus interest calculated at the rate of interest on State of Washington general obligation bonds issued or a prorated amount equivalent to the extent of noncompliance as determined by the Board, in the Board's sole discretion most closely to the effective date of the legislation in which the grant program was authorized Repayment shall be made pursuant to Section 1.20 Recapture Provision 1.16. HISTORICAL AND CULTURAL ARTIFACTS Prior to commencing construction, Contractor shall complete the requirements of Governor's Executive Order 05 -05, or, as a substitute for completion of Governor's Executive Order 05 -05, Contractor shall complete Section 106 of the National Historic Preservation Act Contractor agrees that the Contractor is legally and financially responsible for compliance with all laws, regulations, and agreements related to the preservation of historical or cultural artifacts and agrees to hold harmless the Board and the State of Washington in relation to any claim related to such historical or Contract Terms and Conditions Page 7 cultural artifacts discovered, disturbed, or damaged as a result of the project funded by this Contract In addition to the requirements set forth in this Contract, Contractor shall, in accordance with Governor's Executive Order 05 -05, coordinate with the Washington State Department of Archaeology and Historic Preservation (DAHP), including any recommended consultation with any affected tnbe(s), during project design and prior to construction to determine the existence of any tribal cultural resources affected by the proposed project funded by this Contract Contractor agrees to avoid, minimize, or mitigate impacts to the cultural resource as a continuing pre requisite to receipt of funds under this Contract The Contractor agrees that, unless the Contractor is proceeding under an approved historical and cultural monitoring plan or other memorandum of agreement, if historical or cultural artifacts are discovered during construction, the Contractor shall immediately stop construction and notify the local historical preservation officer and the states historical preservation officer at DAHP If human remains are uncovered, the Contractor shall report the presence and location of the remains to the coroner and local enforcement immediately, then contact the concerned tribe's cultural staff or committee and the DAHP The Contractor shall require this provision to be contained in all sub contracts for work or services related to Attachment I: SCOPE OF WORK In addition to the requirements set forth in this Contract, Contractor agrees to comply with RCW 27.44 regarding Indian Graves and Records, RCW 27 53 regarding Archaeological Sites and Resources, RCW 68.60 regarding Abandoned and Historic Cemeteries and Historic Graves; ancl, WAC 25-48 regarding Archaeological Excavation and Removal Permits Completion of the Section 106 of the National Historic Preservation Act shall substitute for completion of Governor's Executive Order 05 -05. In the event that the Contractor finds it necessary to amend Attachment I: SCOPE OF WORK, the Contractor may be required to re- comply with Governor's Executive Order 05 -05 or Section 106 of the National Historic Preservation Act. 1.17. SIGNAGE. MARKERS. AND PUBLICATIONS If, during the period covered by this Contract, the Contractor displays or circulates any communication, publication, or donor recognition identifying the financial participants in the project, any such communication or publication must identify "The Community Economic Revitalization Board" as a participant 1.18. PREVAILING WAGE LAW The project funded under this Contract is subject to state prevailing wage law (Chapter 39 12 RCW). The Contractor is advised to consult the Industrial Statistician at the Washington Department of Labor and Industries to determine the prevailing wages that must be paid The Board is not responsible for determining the prevailing wages applying to this project or for any prevailing wage payments that may be required by law. 1.19. INSURANCE A. Private Organizations The Contractor 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 Toss, or negligent or intentional act or omission of the Contractor or its subcontractors, or agents of either, while performing under the terms of this Contract Contract Terms and Conditions Page 8 The insurance required shall be issued by an insurance company authorized to do business within the State of Washington. Except for Professional Liability or Errors and Omissions Insurance, the insurance shall name the State of Washington, its agents, officers, and employees as additional insureds under the insurance policy. All policies shall be primary to any other valid and collectable insurance The Contractor shall instruct the insurers to give the Board thirty (30) calendar days advance notice of any insurance cancellation or modification The Contractor shall submit to the Board within fifteen (15) calendar days of the Contract start date, a certificate of insurance, which outlines the coverage and limits required under this insurance section During the term of the Contract, the Contractor shall submit renewal certificates not Tess than thirty (30) calendar days prior to expiration of each policy required under this section. The Contractor shall provide insurance coverage that shall be maintained in full force and effect during the term of this Contract, 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 Contract activity but no Tess than $1,000,000 per occurrence Additionally, the Contractor is responsible for ensuring that any subcontractors provide adequate insurance coverage for the activities arising out of subcontracts Automobile Liability In the event that performance pursuant to this Contract involves the use of vehicles, owned or operated by the Contractor or its subcontractors, automobile liability insurance shall be required. The minimum limit for automobile liability is $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage Professional Liability. Errors. and Omissions Insurance. The Contractor shall maintain Professional Liability or Errors and Omissions Insurance The Contractor shall maintain minimum limits of no less than $1,000,000 per occurrence to cover all activities by the Contractor and licensed staff employed or under Contract to the Contractor The State of Washington, its agents, officers, and employees need not be named as additional insureds under this policy Fidelity Insurance. Every officer, director, employee, or agent who is authorized to act on behalf of the Contractor for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other instruments of payment for program costs shall be insured to provide protection against loss i. The amount of fidelity coverage secured pursuant to this Contract shall be $100,000 or the highest of planned reimbursement for the Contract period, whichever is lowest. Fidelity insurance secured pursuant to this paragraph shall name the Contractor as beneficiary ii. Subcontractors that receive $10,000 or more per year in funding through this Contract shall secure fidelity insurance as noted above. Fidelity insurance secured by subcontractors pursuant to this paragraph shall name the Contractor as beneficiary The Contractor shall provide, at the Board'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 the Board will be provided thirty (30) days advance written notice of cancellation. B. Self- Insured Contractors With prior approval from the Board, the Contractor may provide insurance coverage under a self insured /liability pool or self insured risk management program In order to obtain permission from the Board, the Contractor shall provide: Contract Terms and Conditions Page 9 i a description of its self- insurance program, and ii. 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: r. Governmental Accounting Standards Board (GASB), ii Financial Accounting Standards Board (FASB), and Ili. The Washington Slate Auditor's annual instructions for financial reporting Contractors participating in joint risk pools shall maintain sufficient documentation to support the aggregate claim liability information reported on the balance sheet. The State of Washington, its agents, and employees need not be named as additional insured under a self insured property /liability pool, if the pool is prohibited from naming third parties as additional insured. Contractor shall provide annually to the Board a summary of coverages and a letter of self insurance, evidencing continued coverage under Contractor'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 Contract Employers Liability "Stop Gap Insurance In addition, the Contractor shall buy employers liability insurance and, if necessary, commercial umbrella liability insurance with limits not less than $1,000,000 each accident for bodily injury by accident of $1,000,000 each employee for bodily injury or disease. Excess Coveraae By requiring insurance herein, the Board does not represent that coverage and limits will be adequate to protect Contractor and such coverage and limits shall not limit Contractor's liability under the indemnities and reimbursements granted to the Board in this Contract. Unemployment and Industrial Insurance. The Contractor shall be in full compliance with all state unemployment and industrial insurance laws while performing work under this Contract. The Board will not be responsible for payment of industrial insurance premiums or for any other claim or benefit for the Contractor, or any subcontractor or employee of the Contractor, which might arise under the industrial insurance laws during performance of this Contract Protection of Project Prooertv. Contractor's Assumption of Risk The Contractor shall continuously maintain adequate protection of all the project work from damage and shall protect the property from injury or Toss arising in connection with this Contract The entire work of the Contractor shall be at the sole risk of the Contractor The Contractor may elect to secure fire, extended coverage, and vandalism insurance or all -risk insurance to cover the project work during the course of construction The Contractor shall take all necessary precautions for the safety of employees working on the project, and shall comply with all applicable provisions of federal, state, and local safety laws and building codes to prevent accidents or injuries to persons, on, about, or adjacent to the premises where the work is being performed 1.20. RECAPTURE PROVISION In the event the Contractor fads to expend state funds in accordance with state law and /or the provisions of this Contract, the Board reserves the right to prorate the recapture of state funds in an amount equivalent to the extent of noncompliance as determined by the Board. Repayment by the Contractor of state funds under this recapture provision shall occur within thirty (30) days of demand. In the event that the Board is required to institute proceedings to enforce this recapture provision, the Board shall be entitled to its cost thereof, including reasonable attorney's fees. Contract Terms and Conditions Page 10 1.21. 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 Washington State Governor or Legislature during the Contract period, the parties hereto shall be bound by any such revised funding limitations as implemented at the discretion of the Board, and shall meet and renegotiate the Contract accordingly 1.22. REAPPROPRIATION The parties hereto understand and agree that any state funds, including the ten percent (10 retainage as described in Section 1 9, not expended by the BIENNIUM CLOSE DATE listed on the Declarations Page will lapse on that date unless specifically reappropnated by the Washington State Legislature, in a budget or budget amendment proposed by the Legislature or Governor, and approved as law. The Board will make all necessary efforts to seek reappropriation of funds into the next biennium following the declared BIENNIUM If funds are so reappropriated, The Board's obligation under the terms of this Contract shall be contingent upon the terms of such reappropriation Contract Terms and Conditions Page 11 t Part 2. GENERAL TERMS AND CONDITIONS 2.1. DEFINITIONS As used throughout this Contract, the following terms shall have the meaning set forth below A. "Authorized Representative" shall mean the Washington State Community Economic Revitalization Board Chair and /or the designee authorized in writing to act on the Chair's behalf. B. "Contractor" shall mean the entity identified on the face sheet performing service(s) under this Contract, and shall include all employees and agents of the Contractor C. "Board" shall mean the Washington State Community Economic Revitalization Board created in Revised Code of Washington (RCW) 43 160 and which is a Party to the Contract D. "Personal Information" shall mean information identifiable to any person, including, but not limited to, information that relates to a person's name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers E. "State" shall mean the state of Washington. F. "Subcontractor" shall mean one not in the employment of the Contractor, who is performing all or part of those services under this Contract under a separate contract with the Contractor The terms "subcontractor" and "subcontractors" mean subcontractor(s) in any tier 2.2. ALLOWABLE COSTS Costs allowable under this Contract are actual expenditures according to an approved budget up to the maximum amount stated on the Contract Award or Amendment Face Sheet. 2.3. ALL WRITINGS CONTAINED HEREIN This Contract contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto. 2.4. AMENDMENTS This Contract may be amended by mutual agreement of the parties Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 2.5. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990. PUBLIC LAW 101 -336. ALSO REFERRED TO AS THE "ADA" 28 CFR PART 35 The Contractor 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. Contract Terms and Conditions Page 12 2.6. APPROVAL This contract shall be subject to the written approval of the Board's Authorized Representative and shall not be binding until so approved The contract may be altered, amended, or waived only by a written amendment executed by both parties 2.7. ASSIGNMENT Neither this Contract, nor any claim arising under this Contract, shall be transferred or assigned by the Contractor without prior written consent of the Board 2.8. ATTORNEY'S FEES Unless expressly permitted under another provision of the Contract, in the event of litigation or other action brought to enforce Contract terms, each party agrees to bear its own attorney's fees and costs 2.9. AUDIT A. General Requirements Contractors are to procure audit services based on the following guidelines. The Contractor shall maintain its records and accounts so as to facilitate the audit requirement and shall ensure that Subcontractors also maintain auditable records The Contractor is responsible for any audit exceptions incurred by its own organization or that of its Subcontractors. THE BOARD reserves the right to recover from the Contractor all disallowed costs resulting from the audit. As applicable, Contractors required to have an audit must ensure the audits are performed in accordance with Generally Accepted Auditing Standards (GAAS); Government Auditing Standards (the Revised Yellow Book) developed by the Comptroller General. Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit report. The Contractor must respond to the BOARD requests for information or corrective action concerning audit issues within thirty (30) days of the date of request B. STATE FUNDS Contractors 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 Agency contract number Contract award amount including amendments (total grant award) Beginning balance Current year revenues Current year expenditures Ending balance Program total Contract Terms and Conditions Page 13 If the Contractor is a state or local government entity, the Office of the State Auditor shall conduct the audit Audits of non profit organizations are to be conducted by a certified public accountant selected by the Contractor. The Contractor shall include the above audit requirements in any subcontracts In any case, the Contractor's financial records must be available for review by the Board C. Documentation Requirements The Contractor must send a copy of any required audit Reporting Package as described in OMB Circular A -133, Part C, Section 320(c) no later than nine (9) months after the end of the Contractor's fiscal year(s) by sending a scanned copy to auditreviewecommerce wa Qov or by sending a hard copy to: Department of Commerce ATTN: Audit Review and Resolution Office 1011 Plum Street PO Box 42525 Olympia WA 98504 -2525 In addition to sending a copy of the audit, when applicable, the Contractor must include Corrective action plan for audit findings within three (3) months of the audit being received by the BOARD. Copy of the Management Letter 2.10. CODE REQUIREMENTS All construction and rehabilitation projects must satisfy the requirements of applicable local, state, and federal building, mechanical, plumbing, fire, energy and barrier -free codes Compliance with the Americans with Disabilities Act of 1990, 28 C.F R. Part 35 will be required, as specified by the local building Department. 2.11. CONFIDENTIALITY /SAFEGUARIDING OF INFORMATION A. "Confidential Information" as used in this section includes: 1. All material provided to the Contractor by the BOARD that is designated as "confidential" by the BOARD; 2. All material produced by the Contractor that is designated as "confidential" by the BOARD; and 3. All personal information in the possession of the Contractor that may not be disclosed under state or federal law "Personal information" includes but is not limited to information related to a person's name, health, finances, education, business, use of government services, addresses, telephone numbers, social security number, driver's license number and other identifying numbers, and "Protected Health Information" under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). B. The Contractor shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. The Contractor shall use Confidential Information solely for the purposes of this Contract and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of the BOARD or as may be required by law The Contractor shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or Contract Terms and Conditions Page 14 disclosure of Confidential Information or violation of any state or federal laws related thereto. Upon request, the Contractor shall provide the BOARD with its policies and procedures on confidentiality. The BOARD may require changes to such policies and procedures as they apply to this Contract whenever the BOARD reasonably determines that changes are necessary to prevent unauthorized disclosures. The Contractor shall make the changes within the time period specified by the BOARD. Upon request, the Contractor shall immediately return to the BOARD any Confidential Information that the BOARD reasonably determines has not been adequately protected by the Contractor against unauthorized disclosure C. Unauthorized Use or Disclosure. The Contractor shall notify the BOARD 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. 2.12. CONFORMANCE If any provision of this contract violates any statute or rule of law of the state of Washington, it is considered modified to conform to that statute or rule of law. 2.13. COPYRIGHT PROVISIONS Unless otherwise provided, all Materials produced under this Contract shall be considered "works for hire" as defined by the U S Copyright Act and shall be owned by the BOARD. The BOARD shall be considered the author of such Materials In the event the Materials are not considered "works for hire" under the U S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to the BOARD effective from the moment of creation of such Materials. "Materials" means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and /or sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability to transfer these rights. For Materials that are delivered under the Contract, but that incorporate pre existing materials not produced under the Contract, the Contractor hereby grants to the BOARD a nonexclusive, royalty free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display The Contractor warrants and represents that the Contractor has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to the BOARD. The Contractor shall exert all reasonable effort to advise the BOARD, at the time of delivery of Materials furnished under this Contract, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Contract. The Contractor shall provide the BOARD with prompt written notice of each notice or claim of infringement received by the Contractor with respect to any Materials delivered under this Contract. The BOARD shall have the right to modify or remove any restrictive markings placed upon the Materials by the Contractor 2.14. DISALLOWED COSTS The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its Subcontractors Contract Terms and Conditions Page 15 2.15. DISPUTES Except as otherwise provided in this Contract, when a dispute anses between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Chair of the BOARD, who may designate a neutral person to decide the dispute. The request for a dispute hearing must be in writing, state the disputed issues; state the relative positions of the parties, state the Contractor's name, address, and Contract number, and be mailed to the Director and the other party's (respondent's) Contract Representative within three (3) working days after the parties agree that they cannot resolve the dispute. The respondent shall send a written answer to the requestor's statement to both the Director or the Director's designee and the requestor within five (5) working days The Director or designee shall review the written statements and reply in writing to both parties within ten (10) working days The Director or designee may extend this period if necessary by notifying the parties. The decision shall not be admissible in any succeeding judicial or quasi judicial proceeding The parties agree that this dispute process shall precede any action in a judicial or quasi judicial tribunal. Nothing in this Contract shall be construed to limit the parties' choice of a mutually acceptable alternate dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above 2.16. DUPLICATE PAYMENT The Contractor certifies that work to be performed under this contract does not duplicate any work to be charged against any other contract, subcontract, or other source. 2.17. ETHICS /CONFLICTS OF INTEREST In performing under this Contract, the Contractor shall assure compliance with the Ethics in Public Service Act (Chapter 42 52 RCW) and any other applicable state or federal law related to ethics or conflicts of interest. 2.18. GOVERNING LAW AND VENUE This Contract shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County 2.19. INDEMNIFICATION To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the state of Washington, the BOARD, 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 Contractor's performance or failure to perform the Contract. The Contractor's obligation to indemnify, defend, and hold harmless includes any claim by the Contractor's agents, employees, representatives, or any Subcontractor or its agents, employees, or representatives Contract Terms and Conditions Page 16 The Contractor'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. Subcontracts shall include a comprehensive indemnification clause holding harmless the Contractor, THE BOARD, the state of Washington, its officers, employees and authorized agents The Contractor 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 2.20. INDEPENDENT CAPACITY OF THE CONTRACTOR The parties intend that an independent contractor relationship will be created by this Contract The Contractor and its employees or agents performing under this Contract are not employees or agents of the state of Washington or the BOARD. The Contractor will not hold itself out as or claim to be an officer or employee of the BOARD or of the state of Washington by reason hereof, nor will the Contractor make any claim of right, privilege or benefit which would accrue to such officer or employee under law Conduct and control of the work will be solely with the Contractor. 2.21. INDUSTRIAL INSURANCE COVERAGE The Contractor shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance If the Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, The BOARD may collect from the Contractor the full amount payable to the Industrial Insurance Accident Fund The BOARD may deduct the amount owed by the Contractor to the accident fund from the amount payable to the Contractor by the BOARD under this Contract, and transmit the deducted amount to the Department of Labor and Industries, (L &I) Division of insurance Services This provision does not waive any of L &I's rights to collect from the Contractor 2.22. LAWS The Contractor shall comply with all applicable laws, ordinances, codes, regulations, and policies of local, state, and federal governments, as now or hereafter amended, including, but not limited to 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. Housing assistance program, Chapter 43 185 RCW G Interlocal cooperation act, Chapter 39 34 RCW. H Noise control, Chapter 70 107 RCW I. Office of minority and women's business enterprises, Chapter 39 19 RCW and Chapter 326 -02 WAC J Open public meetings act, Chapter 42.30 RCW. K Prevailing wages on public works, Chapter 39 12 RCW L. Public records act, Chapter 42.56 RCW. M. Relocation assistance real property acquisition policy, Chapter 8 26 RCW N. Shoreline management act of 1971, Chapter 90.58 RCW O State budgeting, accounting, and reporting system, Chapter 43 88 RCW. P. State building code, Chapter 19 27 RCW and Energy related building standards, Chapter 19 27A RCW, and Provisions in buildings for aged and handicapped persons, Chapter 70 92 RCW Contract Terms and Conditions Page 17 Q State Coastal Zone Management Program, Publication 01 -06 -003, Shorelands and Environmental Assistance Program, Washington State Department of Ecology R State environmental policy, Chapter 43 21 C RCW S. State Executive Order 05 -05 Archeological and Cultural Resources. 2.23. LICENSING. ACCREDITATION AND REGISTRATION The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Contract. 2.24. 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 after, amend, modify, or waive any clause or condition of this Contract. 2.25. LOCAL PUBLIC TRANSPORTATION COORDINATION Where applicable, Contractor shall participate in local public transportation forums and implement strategies designed to ensure access to services. 2.26. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS During the performance of this Contract, the Contractor shall comply with all federal, state, and local nondiscrimination laws, regulations and policies. In the event of the Contractor's non- compliance or refusal to comply with any nondiscrimination law, regulation or policy, this contract may be rescinded, canceled or terminated in whole or in part, and the Contractor may be declared ineligible for further contracts with the BOARD. The Contractor shall, however, be given a reasonable time in which to cure this noncompliance. Any dispute may be resolved in accordance with the "Disputes" procedure set forth herein 2.27. POLITICAL ACTIVITIES Political activity of Contractor employees and officers are limited by the State Campaign Finances and Lobbying provisions of Chapter 42 17 RCW and the Federal Hatch Act, 5 USC 1501 1508. No funds may be used for working for or against ballot measures or for or against the candidacy of any person for public office. 2.28. PREVAILING WAGE LAWS The Contractor certifies that all contractors and subcontractors performing work on the Project shall comply with state Prevailing Wages on Public Works, Chapter 39 12 RCW, as applicable to the Project funded by this contract, including but not limited to the filing of the "Statement of Intent to Pay Prevailing Wages" and "Affidavit of Wages Paid" as required by RCW 39 12 040 The Contractor shall maintain records sufficient to evidence compliance with Chapter 39 12 RCW, and shall make such records available for the Board's review upon request. 2.29. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION The funds provided under this Contract shall not be used in payment of any bonus or commission for the purpose of obtaining approval of the application for such funds or any other approval or concurrence under this Contract provided, however, that reasonable fees or bona fide technical Contract Terms and Conditions Page 18 consultant, managerial, or other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as project costs 2.30. PUBLICITY The Contractor agrees not to publish or use any advertising or publicity materials in which the Washington State Community Economic Revitalization Board's name is mentioned, or language used from which the connection with the BOARD's name may reasonably be inferred or implied, without the prior written consent of the BOARD. 2.31. RECAPTURE In the event that the Contractor fails to perform this contract in accordance with state laws, federal laws, and /or the provisions of this contract, The BOARD reserves the right to recapture funds in an amount to compensate the BOARD for the noncompliance in addition to any other remedies available at law or in equity Repayment by the Contractor of funds under this recapture provision shall occur within the time period specified by the BOARD. In the alternative, The BOARD may recapture such funds from payments due under this contract 2.32. RECORDS MAINTENANCE The Contractor shall maintain all books, records, documents, data and other evidence relating to this Contract and performance of the services described herein, including but not limited to accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Contract. Contractor shall retain such records for a period of six years following the date of final payment If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been finally resolved 2.33. REGISTRATION WITH DEPARTMENT OF REVENUE If required by law, the Contractor shall complete registration with the Washington State Department of Revenue 2.34. RIGHT OF INSPECTION At no additional cost all records relating to the Contractor's performance under this Contract shall be subject at all reasonable times to inspection, review, and audit by the BOARD, 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 Contract. The Contractor shall provide access to its facilities for this purpose. 2.35. SAVINGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Contract and prior to normal completion, The BOARD may terminate the Contract under the "Termination for Convenience" clause, without the ten business day notice requirement In lieu of termination, the Contract may be amended to reflect the new funding limitations and conditions. Contract Terms and Conditions Page 19 2.36. SEVERABILITY If any provision of this Contract or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Contract that can be given effect without the invalid provision, if such remainder conforms to the requirements of law and the fundamental purpose of this Contract and to this end the provisions of this Contact are declared to be severable. 2.37. SUBCONTRACTING The Contractor may only subcontract work contemplated under this Contract if it obtains the prior written approval of the BOARD. If the BOARD approves subcontracting, the Contractor shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts For cause, the BOARD in writing may (a) require the Contractor to amend its subcontracting procedures as they relate to this Contract, (b) prohibit the Contractor from subcontracting with a particular person or entity, or (c) require the Contractor to rescind or amend a subcontract Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract The Contractor is responsible to the BOARD if the Subcontractor fails to comply with any applicable term or condition of this Contract The Contractor shall appropriately monitor the activities of the Subcontractor to assure fiscal conditions of this Contract. In no event shall the existence of a subcontract operate to release or reduce the liability of the Contractor to the BOARD for any breach in the performance of the Contractor's duties Every subcontract shall include a term that the BOARD and the State of Washington are not liable for claims or damages arising frorn a Subcontractor's performance of the subcontract 2.38. SURVIVAL The terms, conditions, and warranties contained in this Contract that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Contract shall so survive 2.39. TAXES All payments accrued on account of payroll taxes, unemployment contributions, the Contractor's income or gross receipts, any other taxes, insurance or expenses for the Contractor or its staff shall be the sole responsibility of the Contractor 2.40. TERMINATION FOR CAUSE SUSPENSION In event the BOARD determines that the Contractor failed to comply with any term or condition of this Contract, the BOARD may terminate the Contract in whole or in part upon written notice to the Contractor. Such termination shall be deemed "for cause." Termination shall take effect on the date specified in the notice. In the alternative, the BOARD upon written notice may allow the Contractor a specific period of time in which to correct the non compliance During the corrective action time period, the BOARD may suspend further payment to the Contractor in whole or in part, or may restrict the Contractor's right to perform duties under this Contract. Failure by the Contractor to take timely corrective action shall allow the BOARD to terminate the Contract upon written notice to the Contractor Contract Terms and Conditions Page 20 "Termination for Cause" shall be deemed a "Termination for Convenience" when the BOARD determines that the Contractor did not fail to comply with the terms of the Contract or when the BOARD determines the failure was not caused by the Contractor's actions or negligence If the Contract is terminated for cause, the Contractor shall be liable for damages as authorized by law, including, but not limited to, any cost difference between the original contract and the replacement contract, as well as all costs associated with entering into the replacement contract (i e competitive bidding, mailing, advertising, and staff time) 2.41. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Contract, the BOARD may, by ten (10) business days written notice, beginning on the second day after the mailing, terminate this Contract, in whole or in part. If this Contract is so terminated, the BOARD shall be liable only for payment required under the terms of this Contract for services rendered or goods delivered prior to the effective date of termination. 2.42. TERMINATION PROCEDURES After receipt of a notice of termination, except as otherwise directed by the BOARD, the Contractor shall: A. Stop work under the Contract on the date, and to the extent specified, in the notice, B. Place no further orders or subcontracts for materials, services, or facilities related to the Contract; C. Assign to the BOARD all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case the BOARD has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. Any attempt by the Contractor to settle such claims must have the prior written approval of the BOARD, and D. Preserve and transfer any materials, contract deliverables and /or the BOARD property in the Contractor's possession as directed by the BOARD. Upon termination of the Contract, the BOARD shall pay the Contractor for any service provided by the Contractor under the Contract prior to the date of termination. The BOARD may withhold any amount due as the BOARD reasonably determines is necessary to protect the BOARD against potential loss or liability resulting from the termination The BOARD shall pay any withheld amount to the Contractor if the BOARD later determines that loss or liability will not occur The rights and remedies of the BOARD under this section are in addition to any other rights and remedies provided under this Contract or otherwise provided under law 2.43. WAIVER Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach Any waiver shall not be construed to be a modification of the terms of this Contract unless stated to be such in writing and signed by Authorized Representative of THE BOARD. Contract Terms and Conditions Page21 ATTACHMENT I: SCOPE OF WORK COMMUNITY ECONOMIC REVITALIZATION BOARD Community Revitalization Grant City of Port Angeles 13- 96303 -021 Project Title: Waterfront Transportation Improvement Plan The project's scope of work is comprised of the following activities. Construct waterfront esplanade, including viewing platforms and rain gardens. Reconfigure Railroad Ave for bicycle and pedestrian safety, including new lighting, landscaping, street furnishings, and signage. If the above scope of work includes engineering, planning, or design activities, the Contractor shall make all plans and documents funded in whole or in part by this Contract available for the Board's review upon reasonable request. The availability of grant funds for related construction costs incurred after the declared BIENNIUM CLOSE DATE is subject to the RE- APPROPRIATION section outlined below. PROJECT COMMENCEMENT The Board funded portion of the project must commence construction within 12 months of contract execution PROJECT COMPLETION The Board funded portion of the project must be completed within 24 months of project commencement RE- APPROPRIATION Funding under this Grant is subject to Section 1 22 of the Special Terms and Conditions set forth herein The Contractor, by its signature below, certifies that the project's scope of work and performance measures set forth above have been reviewed and approved by the Contractor's governing body as of the date and year writtepbsJ,ow. Signature Name Title Date 06-471 (Ylc U� C rh nano o& U U 1 g0i5 ATTACHMENT II: CERTIFICATION OF THE PAYMENT AND REPORTING OF PREVAILING WAGES City of Port Angeles 13- 96303 -021 Project Title: Waterfront Transportation Improvement Plan The Contractor, by its signature below, certifies that all contractors and subcontractors performing work on the project as described in Attachment I: SCOPE OF WORK 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 Contractor shall maintain records sufficient to evidence compliance with Chapter 39 12 RCW, and shall make such records available for the Board's review upon request. If any state funds are used by the Contractor for the purpose of construction, applicable State Prevailing Wages must be paid The Contractor, by its signature below, certifies that the declaration set forth above has been reviewed and approved by the Contractor's governing body as of the date and year written below Signature Name Title Date COMMUNITY ECONOMIC REVITALIZATION BOARD Community Revitalization Grant LV) aG' U v ATTACHMENT I11: CERTIFICATION OF AVAILABILITY OF FUNDS TO COMPLETE THE PROJECT 13- 96303 -021 Contract Number: Type of Funding This Grant Grants Grant #1 Grant #2 Grant #3 Grant #4 Total Grants Loans Other Loan #1 Other Loan #2 Other Loan #3 Other Loan #4 Total Loans Local Revenue Local Revenue #1 Local Revenue #2 Local Revenue #3 Local Revenue #4 Local Revenue #5 Total Local Revenue Other Funds Other Funds #1 Other Funds #2 Total Other Funds TOTAL PROJECT FUNDING Source Description Washington State Community Economic Revitalization Board I Lodging Tax 1 FEMA Port Security Economic Development Street Fund General Fund Reserves General Fund Fees Gateway Transportation Amount $500,000.00 $67,000.00 $211,000.00 $0.00 $0.00 $778,000.00 $0.00 $0.00 $0.00 I $0.00 1 $0.00 $3,066,312.00 $300,000.00 $169,914.00 $436,000.00 $539,158.00 $4,511,384.00 $0.00 $0.00 $0.00 $5,289,384.00 The Contractor, by its signature below, certifies that project funding from sources other than those provided by this Contract and identified above has been reviewed and approved by the Contractor'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 activities described in ATTACHMENT 1: SCOPE OF WORK, as of the date and year written below. The Contractor shall maintain records sufficient to evidence that it has expended or has access to the funds needed to complete the activities described in ATTACHMENT I: SCOPE OF WORK, and shall make such records available for the Board's review upon reasonable request Signature Name: Dan McKeen Title City Manager Date 4/ I NA+hrvv,, Wp i- Form A19 -1A Contact Person. Phone Contract Penod REPORT PERIOD Date Match Year I Dollars 1 Coding DOC DATE ACCOUNT NO TRANS CODE MASTER ACCOUNTING APPROVAL FOR PAYMENT City of Port Angeles 321 East 5th Street Port Angeles WA, 98362- Contract Amount CERB Funds Expense Sub Total Matching Funds Expense Sub Total SIGNATURE OF ACCOUNTING PREPARER FOR PAYMENT WASHINGTON STATE DEPARTMENT OF COMMERCE 'CURRENT DOC NO VOUCHER DISTRIBUTION DEPARTMENT OF COMMERCE PO BOX 42525 OLYMPIA, WA 98504 -2525 VENDOR OR CLAIMANT (Warrant is to be payable to:) DESCRIPTION SUB SUB INDEX SUB OBI OBJ (PROGRAM APPROVAL pre norwaI whine thus vwaer.amems they have the euthartly to sign Ills voucher) (DATE REFERENCE DOC NO I ASD NUMBER GL 'AGENCY NUMBER Shod Coda Commerce Contract Number Budget $500,000 INSTRUCTIONS TO VENDOR OR CLAIMANT Submit this form to claim payment for matenals, merchandise, or services Show complete detalt for each dem Vendor's Certificate The individual signing this voucher below warrants they have the authonty to do so as auttonzed and on the behalf of the entry identified in the Vendor /Chent section The individual signing below certifies under penalty of perjury that the items and totals listed herein are proper charges for matenals merchandise or services furnished to the State of Washington, and that all goods furnished and/or services rendered have been provided without dscnminahon because of age, sex, marital statics, race creed, color, national ongin, handicap, religion or Vietnam era or disabled veterans status By: ACCT SUBSID 1DATE DATE Prepared on 4/15/2013 1030 13- 96303 -021 (TITLE) (DATE) Previously Requested Amount of This Invoice $0 $0 so so 'VENDOR NUMBER and SUFFIX 'VENDOR MESSAGE (SIGN IN BLUE INK) WARRANT TOTAL $o so AMOUNT INVOICE Award Remaining Balance $500,000 Sub Totals Sub Totals $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0