HomeMy WebLinkAboutContract 1*40, CAG-13-211
Washington State
Department of Commerce
1011 Plum St
P.O.Box 42525
Olympia,WA 98504-2525
Direct Appropriations Agreement between:
City of Renton
and
Washington State
Department of Commerce
For:
Project Name: Renton Riverview Bridge Replacement
Contract Number: CD14-965-011
Project Type: Corn Direct
Execution/Start Date: Date of Contract Execution
M 40
Department of Commerce
NW Innovation is in our nature.
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DECLARATIONS
CLIENT INFORMATION
Legal Name: City of Renton
Contract Number: CD14-965-011
State Wide Vendor Number: 0012200-00
PROJECT INFORMATION
Project Title: Renton Riverview Bridge Replacement
Project City: Renton
Project State: Washington
Project Zip Code: 98058
CONTRACT INFORMATION
Grant Amount: $1,067,000.00
Appropriation Number: ESSB 5035,2013
Contract End Date: 6/3012016(subject to reap propriation)
Biennium: 2013-2015
Biennium Close Date: 6/30/2015
Earliest Date for Construction Reimbursement: 07/01/2010
SPECIAL TERMS AND CONDITIONS GOVERNING THIS AGREEMENT
None.
City of Renton Page i Table of Contents
CD14-965-011 11/14/2013 2011-2013 Direct-Appropriation Contract
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TABLE OF CONTENTS
CONTRACTFACE SHEET....................................................................................................... 1
CONTRACT TERMS AND CONDITIONS.................................................................................3
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......................................................................................................3
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..............5
1.11. REPORTS..................................................................................................................6
1.12. EVALUATION AND MONITORING...........................................................................6
1.13. OWNERSHIP OF PROJECT/CAPITAL FACILITIES................................................6
1.14. CHANGE OF OWNERSHIP OR USE FOR CONTRACTOR-OWNED PROPERTY6
1.15. CHANGE OF USE FOR LEASED PROPERTY........................................................7
1.16. HISTORICAL AND CULTURAL ARTIFACTS...........................................................7
1.17. SIGNAGE,MARKERS,AND PUBLICATIONS.........................................................a
1.18. PREVAILING WAGE LAW........................................................................................a
1.19. INSURANCE..............................................................................................................8
1.20. RECAPTURE PROVISION......................................................................................10
1.21. REDUCTION IN FUNDS.........................................................................................10
1.22. REAPPROPRIATION..............................................................................................10
Part 2. GENERAL TERMS AND CONDITIONS....................................................................11
2.1. DEFINITIONS..........................................................................................................11
2.2. ALLOWABLE COSTS..............................................................................................11
2.3. ALL WRITINGS CONTAINED HEREIN..................................................................11
2.4. AMENDMENTS.......................................................................................................11
2.5. AMERICANS WITH DISABILITIES ACT(ADA)OF 1990,PUBLIC LAW 101-336,
also referred to as the"ADA"28 CFR Part 35.........................................................11
2.6. APPROVAL..............................................................................................................11
2.7. ASSIGNMENT.........................................................................................................12
2.8. ATTORNEY'S FEES................................................................................................12
2.9. AUDIT......................................................................................................................12
2.10. CODE REQUIREMENTS........................................................................................13
2.11. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION..................................13
2.12. CONFORMANCE....................................................................................................14
2.13. COPYRIGHT PROVISIONS....................................................................................14
2.14. DISALLOWED COSTS............................................................................................14
2.15. DISPUTES...............................................................................................................14
2.16. DUPLICATE PAYMENT..........................................................................................15
2.17. ETHICS/CONFLICTS OF INTEREST.....................................................................15
2.18. GOVERNING LAW AND VENUE............................................................................15
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2.19. INDEMNIFICATION.................................................................................................15
2.20. INDEPENDENT CAPACITY OF THE CONTRACTOR...........................................16
2.21. INDUSTRIAL INSURANCE COVERAGE................................................................16
2.22. LAWS.......................................................................................................................16
2.23. LICENSING,ACCREDITATION AND REGISTRATION.........................................16
2.24. LIMITATION OF AUTHORITY.................................................................................17
2.25. LOCAL PUBLIC TRANSPORTATION COORDINATION.......................................17
2.26. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS....................................17
2.27. POLITICAL ACTIVITIES..........................................................................................17
2.28. PREVAILING WAGE LAWS....................................................................................17
2.29. Prohibition Against Payment of Bonus or Commission....:......................................17
2.30. PUBLICITY..............................................................................................................17
2.31. RECAPTURE...........................................................................................................18
2.32. RECORDS MAINTENANCE....................................................................................18
2.33. REGISTRATION WITH DEPARTMENT OF REVENUE.........................................18
2.34. RIGHT OF INSPECTION.........................................................................................18
2.35. SAVINGS.................................................................................................................18
2.36. SEVERABILITY.......................................................................................................18
2.37. SUBCONTRACTING...............................................................................................19
2.38. SURVIVAL...............................................................................................................19
2.39. TAXES.....................................................................................................................19
2.40. TERMINATION FOR CAUSE/SUSPENSION.......................................................19
2.41. TERMINATION FOR CONVENIENCE....................................................................20
2.42. TERMINATION PROCEDURES..............................................................................20
2.43. WAIVER...................................................................................................................20
ATTACHMENT 1: PROJECT SCOPE OF WORK................................................................ 211
ATTACHMENT II: CERTIFICATION OF THE PAYMENT AND REPORTING OF
PREVAILINGWAGES.......................................................................................................... 233
ATTACHMENT III: CERTIFICATION OF THE INTENT TO ENTER THE LEADERSHIP IN
ENERGY AND ENVIRONMENTAL DESIGN (LEED) CERTIFICATION PROCESS
(if applicable)......................................................................................................................... 255
ATTACHMENT IV: CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE
THEPROJECT..................................................................................................................... 237
CRy of Renton Page 1i Take of Contents
CD14-965-01 t 11/1412013 2011-2013 Direct-Appropriation Contract
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City of Renton Face Sheet
CD14-965-011 11/14/2013 PreConstruction Loan Contract
CONTRACT FACE SHEET
Contract Number: CD14-965-011
Washington State Department of Commerce
DIRECT-APPROPRIATION GRANTS
1.Contractor 2.Contractor Doing Business As(optional)
City of Renton N/A
1055 S Grady Way,6th Floor Admin.Assistant
Renton,WA 98058
3.Contractor Representative 4.Commerce Representative
5.Contract Amount 6.Funding Source 7. Contract Start Date 8. Contract End Date
Federal:❑ State: Other:El Contract Execution 6/30/2016(provided funds are re-
$1,067,000.00 N/A:El Date appropriated Into the next biennium)
9.Federal Funds(as applicable) Federal Agency CFDA Number
N/A N/A N/A
10.Tax ID# 11.SWV# 12. UBI# 13.DUNS#
916001271 10012200
14.Contract Purpose
COMMERCE and the Contractor have entered into this Contract to undertake a legislatively-approved project that furthers
the goals and objectives of Washington State Direct Appropriations Pr ram.
The Washington State Dept.of Commerce(COMMERCE),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;ATTACHMENT II: CERTIFICATION OF THE PAYMENT AND REPORTING OF PREVAILING WAGES;
ATTACHMENT III:CERTIFICATION OF INTENT TO ENTER THE LEADERSHIP IN ENERGY AND ENVIRONMENTAL
DESIGN(LEED)CERTIFICATION PROCESS (if applicable);ATTACHMENT IV:CERTIFICATION OF AVAILABILITY OF
FUNDS TO COMPLETE PROJECT.
FORTH CO TRACTOR FORT E DEPT.OF COMMERCE
endee a aguchi s 1stan ir ector
Signature 12--1411
3
Denis Law, Mayor Date
Print Name
APPROVED AS TO FORM ONLY
TTEST• �l
�Ja n A. Set , Deputy City Clerk
-> Signature on File
'
Z_11 f Kathryn Wyatt
Date Assistant Attorney General
City of Renton Page 1 Cantract Face Sheet
CD14-965-Oil 11!1412013 2011-2013 Direct-Appropriation Contract
CONTRACT TERMS AND CONDITIONS
Washington State Department of Commerce
DIRECT-APPROPRIATION GRANTS
Part 1. SPECIAL TERMS AND CONDITIONS
1.1. DEFINITIONS
As used throughout this Washington State Capital Budget Direct-Appropriation Contract the following
terms shall have the meaning set forth below:
A. "Contract"shall mean this Washington State Capital Budget Direct-Appropriation Contract.
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. "Commerce" shall mean the Washington State Department Of Commerce, and who is a Party to
the Contract.
D. "Declarations"and"Declared"shall refer to the project information, grant terms and conditions as
stated on the Declarations Page of this Grant Contract, displayed within the contract in THIS
STYLE for easier identification.
1.2. AUTHORITY
Acting under the authority of Chapter 43.330.050(5)RCW,Commerce has awarded the Contractor
a contract for a legislatively-approved project pursuant to the legislative APPROPRIATION
NUMBER and BIENNIUM as shown on the Declarations Page.
1.3. PURPOSE
Commerce and the Contractor have entered Into this Contract to undertake a legislatively-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.
1.5. GRANT AMOUNT
Commerce 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.
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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 IV:
CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE PROJECT to
complete all the project activities Identified In ATTACHMENT I:PROJECT 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. Commerce 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 Commerce'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 Commerce's
review upon reasonable request
1.7. MODIFICATION TO THE PROJECT COSTS
This section has been deleted but 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 1: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;
C. Archaeological/historical review;
D. Construction management and construction observation(from external sources only);
E. Construction costs including,but not limited to,the following:
I. Site preparation and Improvements;
ii. Permits and fees;
Iii. Labor and materials;
iv. Taxes on project goods and services;
v. Capitalized equipment;
vi. Information technology Infrastructure;and
vG. Landscaping.
F. Insurance premiums as required in Section 1.19;
G. Other costs authorized through the legislation.
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CD14-965-011 1111412013 2013-2015 Died Appropriation Contract
1.9. BILLING PROCEDURES AND PAYMENT
Commerce 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 shalt submit a signed and completed Invoice Voucher (Form A-19),
referencing the Attachment is 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,as well as a
report of project status to date. Commerce will not release payment for any reimbursement request
received until the Project Status Report is received. After approving the Invoice Voucher and
Project Status Report,Commerce shall promptly remit a warrant to the Contractor.
The final Invoice Voucher payment shall not occur prior to the completion of all project activities as
identified in Attachment is SCOPE OF WORK.A sum not to exceed ten percent(10%)of the grant
amount will be retained until all project activities are complete and a Certified Project Completion
Report is completed and submitted by the Contractor,per Section 1.10.
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
Commerce will pay the Contractor upon acceptance of services provided and receipt of properly
completed Invoices,which shall be submitted to Commerce not more often than monthly.
Payment shall be considered timely if made by Commerce within thirty (30) calendar days after
receipt of properly completed Invoices. Payment shall be sent to the address designated by the
Contractor.
Commerce may, in its sole discretion, terminate the Contract or withhold payments chimed by the
Contractor for services rendered if the Contractor falls to satisfactorily comply with any term or
condition of this Contract.
No payments in advance or In anticipation of services or supplies to be provided under this Contract
shall be made by Commerce.
Duplication of Billed Costs. The Contractor shall not bill Commerce for services performed under
this Contract,and Commerce 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 shah 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 Commerce:
A. A certified statement that the project, as described in Attachment 1: 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.
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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.
D. A final voucher for the remaining eligible funds.
The Contractor will submit the Certified Project Completion Report together with the last Invoice
Voucher for a sum not to exceed the balance of the grant amount Including the ten percent(10%)
retainage, as described in Section 1.9. The final Invoice Voucher payment shall not occur prior to
the completion of all project activities identified to Attachment I: SCOPE OF WORK and
Commerce's receipt and acceptance of the Certified Project Completion Report.
1.11. REPORTS
The Contractor shall furnish Commerce with Project Status Reports when submitting Invoice
Vouchers(as described In Section 1.9),a Certified Project Completion Report at project completion
(as described in Section 1.10),and other reports as Commerce may require. Failure to file reports
as requested may result in termination of this Contract.
1.12. EVALUATION AND MONITORING
The Contractor shall cooperate with and freely participate in any monitoring or evaluation activities
conducted by Commerce,including site inspections,if necessary.
The Contractor may be asked by Commerce to provide photographs, either hard copy or
electronically,which visually depict the progress made on the project.
Commerce 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.
1.13. OWNERSHIP OF PROJECTICAPITAL FACILITIES
Commerce makes no claim to any real property Improved or constructed with funds awarded under
this Contract and does not assert and will not acquire any ownership interest In or title to the capital
facilities and/or equipment constructed or purchased with state funds under this Contract. This
provision does not extend to claims that Commerce may bring against the 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.
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 Commerce 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 subject asset was authorized. Repayment shall be made
pursuant to Section 1.20.Recapture Provision.
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1.15. CHANGE OF USE FOR LEASED PROPERTY
The Contractor understands and agrees that any facility based 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 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 subject facility 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 Commerce and the State of Washington In relation to any claim related to such historical
or 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 tribe(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 state's 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 DAHP and the concerned tribe's cultural
staff or committee.
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; and,
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-compty with Govemor's Executive Order 05-05 or Section 106 of
the National Historic Preservation Act.
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CD14•965-011 111412013 2013-2015 Dir d Appropriabon Contract
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 Taxpayers of Washington State' 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.
Commerce 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
(NOTE:SECTION 1.19 DOES NOT APPLY TO MUNICIPAL ENTITIES)
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 loss, 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.
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
Commerce thirty (30) calendar days advance notice of any Insurance cancellation or
modification.
The Contractor shall submit to Commerce 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 less than thirty (30) calendar days prior to expiration of each policy required
under this section.
The Contractor shall provide insurance coverage that shall be maintained in full force and effect
during the term of this 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 less than
$1,000,000 per occurrence. Additionally, the Contractor Is responsible for ensuring that any
subcontractors provide adequate insurance coverage for the activities arising out of
subcontracts.
Automobile Liability. In the event that performance pursuant to this Contract Involves the use of
vehicles, owned or operated by the Contractor or its subcontractors, automobile lability
Insurance shall be required. The minimum limit for automobile lability 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 shalt 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
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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 oasts shah
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 shah 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 Commerce's request, copies of Insurance instruments or
certifications from the insurance issuing agency. The copies or certifications shall show the
insurance coverage, the designated beneficiary, who is covered, the amounts, the period of
coverage, and that Commerce will be provided thirty (30) days advance written notice of
cancellation.
B. Self-Insured Contractors
With prior approval from Commerce, the Contractor may provide Insurance coverage under a
self-Insured/liability pool or self-insured risk management program. In order to obtain
permission from Commerce,the Contractor shall provide:
1. a description of its self-insurance program,and
H. a certificate and/or letter of coverage that outlines coverage,limits,and deductibles.
All self-insured risk management programs or self-nsuredfliabli ty pool financial reports must
comply with Generally Accepted Accounting Principles (GAAP) and adhere to accounting
standards promulgated by:
1. Governmental Accounting Standards Board(GASB),
H. Financial Accounting Standards Board(FASB),and
Hi. The Washington State Auditor's annual Instructions for financial reporting.
Contractors participating In joint risk pools shall maintain suffudent 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 shah provide annually to Commerce a summary of coverages and a letter of self-
Insurance, evidencing continued coverage under Contractor's self-Insured/iabhity 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.
Ewers Liability ("Stoo Gap_) Insurance. In addition, the Contractor shah 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 Coverage. By requiring insurance herein,Commerce does not represent that coverage
and limits will be adequate to protect Contractor and such coverage and limits shall not limit
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Contractor's liability under the indemnities and reimbursements granted to Commerce 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.
Commerce will not be responsible for payment of Industrial insurance premiums or for any
other claim or benefit for the Contractor, or any subcontractor or employee of the Contractor,
which might arise under the Industrial insurance laws during performance of this Contract.
Protection of Proiect Property, Contractor's Assumption of Risk. The Contractor shall
continuously maintain adequate protection of all the project work from damage and shall protect
the property from injury or 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 tire,
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 that the Contractor fails to expend state funds in accordance with state law and/or the
provisions of this Contract, Commerce reserves the right to recapture state funds In an amount
equivalent to the extent of noncompliance. Repayment by the Contractor of state funds under this
recapture provision shall occur within thirty (30)days of demand. In the event that Commerce is
required to Institute proceedings to enforce this recapture provision, Commerce shall be entitled to
its cost thereof,including reasonable attorney's fees.
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 Commerce,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 reappropr'tated by the Washington
State Legislature or Governor. Commerce will make all necessary efforts to seek reappropriation of
funds Into the declared BIENNIUM. if funds are so reappropriated, Commerce's obligation under
the terms of this Contract shall be contingent upon the terms of such reappropriation.
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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 Managing Director of Technical and Financial
Services and/or the designee authorized in writing to act on the Director's behalf.
B. "Contractor"shall mean the entity Identified on the face sheet performing service(s)under this
Contract, and shalt include all employees and agents of the Contractor.
C. "Commerce"shall mean the Washington State Department of Commerce,and who 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"subcontracts"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 shag not be
binding unless they are In writing and signed by personnel authorized to bind each of the parties.
2.6. AMERICANS WITH DISABILITIES ACT(ADA)OF 1990,PUBLIC LAW 101-336,ALSO
REFERRED TO AS THE"ADA" 26 CFR PART 36
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.
2.6. APPROVAL
This contract shag be subject to the written approval of Commerce's authorized representative and
shag not be binding until so approved. The contract may be altered, amended,or waived only by a
written amendment executed by both parties.
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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 Commerce.
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 attorneys 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.
Commerce reserves the right to recover from the Contractor ali disallowed costs resulting from
the audit.
As applicable, Contractors required to have an audit must ensure the audits are performed in
accordance with Generally Accepted Auditing Standards (GAAS); Government Auditing
Standards(the Revised Yellow Book)developed by the Comptroller General.
Responses to any unresolved management findings and disallowed or questioned costs shall
be Included with the audit report. The Contractor must respond to Commerce requests for
Information or corrective action concerning audit issues within thirty (30) days of the date of
request.
B. 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
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.
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In any case,the Contractor's financial records must be available for review by Commerce.
C. Documentation Reauirements
The Contractor must send a copy of any required audit report described above no later than
nine (9)months after the end of the Contractor's fiscal year(s)by sending a scanned copy to
auditreview(&commerce.wa.00v 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 Commerce.
• Copy of the Management Letter.
If the Contractor is required to obtain a Single Audit because of Circular A-133 requirements,
no other audit report is required.
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.CONFIDENTIALITYfSAFEGUARDING OF INFORMATION
A. "Confidential Information"as used In this section includes:
1. All material provided to the Contractor by Commerce that Is designated as"confidential"by
Commerce;
2. All material produced by the Contractor that Is designated as"confidential"by Commerce;
and
3. All personal Information In the possession of the Contractor that may not be disclosed under
state or federal law."Personal Information"fides 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 shah comply with all state and federal laws related to the use, sharing, transfer,
sale,or disclosure of Confidential Information. The Contractor shah use Confidential Information
solely for the purposes of this Contract and shall not use, share, transfer, sell or disclose any
Confidential Information to any third party except with the prior written consent of Commerce or
as may be required by law. The Contractor shall take an necessary steps to assure that
Confidential information Is safeguarded to prevent unauthorized use, sharing, transfer, sate or
disclosure of Confidential Information or violation of any state or federal laws related thereto.
Upon request, the Contractor shall provide Commerce with its policies and procedures on
confidentiality. Commerce may require changes to such policies and procedures as they apply
to this Contract whenever Commerce reasonably determines that changes are necessary to
prevent unauthorized disclosures. The Contractor shah make the changes within the time period
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specified by Commerce. Upon request, the Contractor shall immediately return to Commerce
any Confidential Information that Commerce reasonably determines has not been adequately
protected by the Contractor against unauthorized disclosure.
C. Unauthorized Use or Disclosure. The Contractor shall notify Commerce within live (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 taw of the state of Washington, it is
considered modified to conform to that statute or rule of taw.
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 Commerce. Commerce shall
be considered the author of such Materials. In the event the Materials are not considered "works
for hire"under the U.S.Copyright laws,the Contractor hereby irrevocably assigns all right,title, and
interest In all Materials, including all intellectual property rights, moral rights, and rights of publicity
to Commerce effective from the moment of creation of such Materials.
"Materials" means all items in any format and includes, but Is not limited to, data, reports,
documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs,
films, tapes, and/or sound reproductions. "Ownership" includes the right to copyright, patent,
register and the ability to transfer these rights.
For Materials that are delivered under the Contract, but that Incorporate pre-existinig materials not
produced under the Contract, the Contractor hereby grants to Commerce a rwnexclusive, royatty-
free, irrevocable license (with rights to sublicense to others) In such Materials to translate,
reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The
Contractor warrants and represents that the Contractor has all rights and permissions, Including
Intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to
Commerce.
The Contractor shall exert all reasonable effort to advise Commerce, at the time of delivery of
Materials furnished under this Contract, of all known or potential Invasions of privacy contained
therein and of any portion of such document which was not produced In the performance of this
Contract. The Contractor shall provide Commerce with prompt written notice of each notice or
claim of Infringement received by the Contractor with respect to any Materials delivered under.this
Contract. Commerce shall have the right to modify or remove any restrictive markings placed upon
the Materials by the Contractor.
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.
2.15.DISPUTES
Except as otherwise provided In this Contract, when a dispute arises between the parties and it
cannot be resolved by direct negotiation, either party may request a dispute hearer with the
Agency Director of Commerce,who may designate a neutral person to decide the dispute.
The request for a dispute hearing must:
• be in writing;
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• 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 shah send a written answer to the requester'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 worts
to be charged against any other contract,subcontract,or other source.
2.17.ETHICSICONFLICTS OF INTEREST
In performing under this Contract, the Contractor shah assure compliance with the Ethics in Public
Service Act(RCW 42.52)and any other applicable state or federal taw related to ethics or conflicts
of interest.
2.18.GOVERNING LAW AND VENUE
This Contract shah be construed and interpreted in accordance with the laws of the state of
Washington, and the venue of any action brought hereunder shah 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, Commerce, all other agencies of the state and all officers, agents and
employees of the state, from and against all claims or damages for injuries to persons or property
or death arising out of or Incident to the 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.
The Contractor's obligation to Indemnify,defend, and hold harmless shah 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,Commerce,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.
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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 riot employees or
agents of the state of Washington or Commerce. The Contractor will not hold Itself out as or claim
to be an officer or employee of Commerce or of the state of Washington by reason hereof,nor will
the Contractor make any claim of right, privilege or benefit which would accrue to such officer or
employee under law. Conduct and control of the work will be solely with the Contractor.
2.21.INDUSTRIAL INSURANCE COVERAGE
The Contractor shall comply with all applicable provisions of Title 51 RCW, tndustrial Insurance. if
the Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on
behalf of its employees as may be required by law, Commerce may collect from the Contractor the
full amount payable to the Industrial Insurance Accident Fund. Commerce may deduct the amount
owed by the Contractor to the accident fund from the amount payable to the Contractor by
Commerce under this Contract, and transmit the deducted amount to the Department of Labor and
Industries,(L&I)Division of Insurance Services. This provision does not waive any of L&I's rights to
collect from the Contractor.
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. Disdosure-campaign finances-lobbying,RCW 42.17.
D. Discrimination-human rights commission,RCW 49.60.
E. Ethics in public service,RCW 42.52.
F. Housing assistance program,RCW 43.185
G. Interlocal cooperation act, RCW 39.34.
H. Noise control,RCW 70.107.
1. Office of minority and women's business enterprises,RCW 39.19 and WAC 326-02.
J. Open public meetings act,RCW 42.30.
K. Prevailing wages on public works,RCW 39.12.
L. Public records act,RCW 42.56.
M. Relocation assistance-real property acquisition policy, RCW 8.26.
N. Shoreline management act of 1971,RCW 90.58.
O. State budgeting,accounting,and reporting system,RCW 43.88.
P. State building code,Chapter 19.27 RCW and Energy-related building standards,RCW 19.27A,
and Provisions in buildings for aged and handicapped persons,RCW 70.92.
Q. State Coastal Zone Management Program, Publication 01-06-003,Shoreiands and
Environmental Assistance Program,Washington State Department of Ecology.
R. State environmental policy,RCW 43.21C.
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.
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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.COMPLIANCE WITH NONDISCRIMINATION LAWS
During the performance of this Contract, the Contractor shall comply with all federal, state, and
local nondiscrimination laws, regulations and policies. in the event of the Contractor's non-
compliance or refusal to comply with any nondiscrimination law, regulation or policy, this contract
may be rescinded, canceled or terminated In whole or In part, and the Contractor may be declared
ineligible for further contracts with Commerce. The Contractor shall, however, be given a
reasonable time in which to cure this noncompliance. Any dispute may be resolved In accordance
with the"Disputes"procedure set forth herein.
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 Ong of the"Statement of Intent to
Pay Prevailing Wages" and "Affidavit of Wages Paid" as required by RCW 39.12.040. The
Contractor shall maintain records sufficient to evidence compliance with Chapter 39.12 RCW, and
shall make such records available for Commerce's review upon request.
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
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 pubkctty materials in which the state
of Wastangton or Commerce's name is mentioned, or language used from which the connection
with the state of Washington's or Commerce's name may reasonably be Inferred or Imptied,without
the prior written consent of Commerce.
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2.31.RECAPTURE
In the event that the Contractor fails to perform this contract in accordance with state taws,federal
laws, and/or the provisions of this contract, Commerce reserves the right to recapture funds in an
amourd to compensate Commerce 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 Commerce. In the atternative, Commerce 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 retating to
this Contract and performance of the services described herein, including but not Nmited 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 Commerce, the Office of the
State Auditor,and federal and state officials so authorized by law, in order to monitor and evaluate
performance, compliance, and quality assurance under this Contract. The Contractor-shah 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, Commerce 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.
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 taw and the
fundamental purpose of this Contract and to this end the provisions of this Contact are declared to
be severable.
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2.37.SUBCONTRACTING
The Contractor may only subcontract work contemplated under this Contract If it obtains the prior
written approval of Commerce.
If Commerce approves subcontracting, the Contractor shall maintain written procedures related to
subcontracting, as well as copies of all subcontracts and records related to subcontracts. For
cause,Commerce In writing may:(a)require the Contractor to amend its subcontracting procedures
as they relate to this Contract; (b) prohibit the Contractor from subcontracting with a particular
person or entity;or(c)require the Contractor to rescind or amend a subcontract.
Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The
Contractor is responsible to Commerce if the Subcontractor falls to comply with any applicable term
or condition of this Contract. The Contractor shah appropriately monitor the activities of the
Subcontractor to assure fiscal conditions of this Contract. In no event shall the existence of a
subcontract operate to release or reduce the liability of the Contractor to Commerce for any breach
in the performance of the Contractor's duties.
Every subcontract shah Include a term that Commerce and the State of Washington are not liable
for claims or damages arising from a Subcontractor's performance of the subcontract.
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 i SUSPENSION
In event Commerce determines that the Contractor failed to comply with any term or condition of
this Contract, Commerce may terminate the Contract in whole or In part upon written notice to the
Contractor. Such termination shall be deemed"for cause."Termination shall take effect on the date
specified in the notice.
In the alternative, Commerce upon written notice may allow the Contractor a specific period of time
in which to correct the non-compliance. During the corrective-action time period, Commerce may
suspend further payment to the Contractor In whole or In part,or may restrict the Contractor's right
to perform duties under this Contract. Failure by the Contractor to take timely corrective action
shall allow Commerce to terminate the Contract upon written notice to the Contractor.
"Termination for Cause" shall be deemed a "Termination for Convenience" when Commerce
determines that the Contractor did not fail to comply with the terms of the Contract or when
Commerce determines the failure was not caused by the Contractor's actions or negligence.
If the Contract is terminated for cause,the Contractor shall be liable for damages as authorized by
law, Including, but not limited to, any cost difference between the original contract and the
replacement contract, as well as all costs associated with entering into the replacement contract
(i.e.,competitive bidding,mailing,advertising,and staff time).
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2.41.TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Contract, Commerce may, by ten (10) business days written
notice,beginning on the second day after the mailing,terminate this Contract,In whole or In part. If
this Contract Is so terminated, Commerce shall be liable only for payment required under the terms
of this Contract for services rendered or goods delivered prior to the effective date of termination.
2.42.TERMINATION PROCEDURES
After receipt of a notice of termination, except as otherwise directed by Commerce,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 Commerce all of the rights,title,and Interest of the Contractor under the orders and
subcontracts so terminated, in which case Commerce has the right,at its discretion,to settle or
pay any or all claims arising out of the termination of such orders and subcontracts. Any
attempt by the Contractor to settle such claims must have the prior written approval of
Commerce;and
D. Preserve and transfer any materials, contract deliverables and/or Commerce property In the
Contractor's possession as directed by Commerce.
Upon termination of the Contract, Commerce shall pay the Contractor for any service provided by
the Contractor under the Contract prior to the date of termination. Commerce may withhold any
amount due as Commerce reasonably determines is necessary to protect Commerce against
potential loss or liability resulting from the termination. Commerce shah pay any withheld amount to
the Contractor If Commerce later determines that loss or liability will not occur.
The rights and remedies of Commerce under this section are in addition to any other rights and
remedies provided under this Contract or otherwise provided under law.
2.43. AW IVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or
breach. Any waiver shall not be construed to be a modification of the terms of this Contract unless
stated to be such in writing and signed by Authorized Representative of Commerce.
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ATTACHMENT 1:
PROJECT SCOPE OF WORK
Washington State Department of Commerce
DIRECT-APPROPRIATION GRANTS
Contractor: City of Renton
Contract Number: CD14-965-011
Project Title: Renton Riverview Bridge Replacement
The project's scope of work is comprised of the following activities:
Replace a 1960s-era damaged wooden bridge with a single span steel pedestrian bridge.
Costs may include,but are not limited to,environmental/cultural review,permits,design,
habitat restoration,material testing,field staking and as-built data gathering,construction,
and construction management.
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 Commerce's review upon
reasonable request.
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 dat a year written bet
SIGNATURE
Denis Law, Mayor
NAME
ATTEST:
Jas(/n A. S , Deputy City Clerk
DATE
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ATTACHMENT II:
CERTIFICATION OF THE PAYMENT AND REPORTING OF
PREVAILING WAGES
Washington State Department of Commerce
DIRECT-APPROPRIATION GRANTS
Contractor: City of Renton
Contract Number: CD14-965-011
The Contractor,by its signature below,certifies that all contractors and subcontractors performing work
on the project as described in ATTACHMENT I:PROJECT SCOPE OF WORK shall comply with
prevailing wage laws set forth In RCW 39.12,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 RCW 39.12,and shall make such records available for Commerce'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
Denis Law, Mayor
NAME
ATTEST: *f �
Ja on A. eth, Deputy City Clerk
Z- ! `a
DATE
City of Renbn Page 23 Attadunent N:Availability of Funds Cer!AmMon
CD14465-011 11/1412013 2013-2015 Direct-Appropriation Car*ad
City of Renton Page 24 ANachawt N:AvalabMty of Funds Certification
CD14965-011 11/1412013 2013-2015 Direct-Appropdaf on Contract
ATTACHMENT III:
CERTIFICATION OF THE INTENT TO ENTER THE LEADERSHIP IN
ENERGY AND ENVIRONMENTAL DESIGN (LEED)
CERTIFICATION PROCESS
Washington State Department of Commerce
DIRECT-APPROPRIATION GRANTS
Contractor: City of Renton
Contract Number: CD14-965-011
The Contractor,by its signature below,certifies that it will enter into the Leadership In Energy and
Environmental Design(LEED)certification process,as stipulated In RCW 39.35D.060,as applicable to
the project described In ATTACHMENT I:PROJECT SCOPE OF WORK funded-by this Contract. The
Contractor shall,upon receipt of LEED certification by the United States Green Building Council, provide
documentation of such certification to Commerce.
The Contractor,by its signature below,certifies that the declaration set forth above has been reviewed
and approved by the Contractor's governing body or board of directors,as applicable,as of the date and
year written below.
Exempt DO NOT sign
SIGNATURE
NAME
TITLE
DATE
Ck of Renton Page 25 Attadmt 61:LEED Ce hkWion
C014-965-011 1411412013 2413.2015 Dune Appropria w Cantrad
City of Renton Page 26 Abdnmt 0i:IEED Cerii pion
CD14-Wd111 11/14 013 2013-2015 Di ed AppropriaYan Cof*act
err' ''
ATTACHMENT IV:
CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE
PROJECT
Washington State Department of Commerce
DIRECT-APPROPRIATION GRANTS
Contractor: City of Renton
`/' Contract Number: CD14-965-011 b },
V�13r' �iirlg
_4.0
Grant#1 $0.00
Grant#2 $0.00
Grant#3 $0.00
Grant#4 $0.00
�i�'d
Total Grants �, r ,� '� � $0.00
This Grant Request $1,067,000.00
Other Loan#1 $0.00
Other Loan#2 $0.00
Other Loan#3 $0.00
Other Loan#4 $0.00
Total Loans $1,067,000.00
MP
(y� yyy
Source#1 $0.00
Source#2 $0.00
Source#3 $0.00
Source#4 $0.00
Total Local Revenue „ $0.00
±��r�V/�{{��J� :� A,.+;{ 6� j4' " a't^�e 5vn Y t •cr bE
Source#1 Capital Improvement Fund $100,000.00
Source#2 $0.00
Total Other Funds � $100,1100.00
Total Project Funding $1,167,000.00
CERTIFICATION PERFORMANCE MEASURE
The Grantee,by its signature,certifies that project funding from sources other than those provided by this
contract and identified above are fully expended or committed,or both,M an amount sufficient to
complete the project,or a distinct phase of the project that Is useable to the public,and that the funding
will be used for the purpose as described elsewhere in this contract,as of the date and year written
below.
CNy of Renton Page 27 Attadnent N:CeMcadon of AvaH MAty of Funds
CD14-i5-011 11114/2013 2013-2015 Dired-Appmpdation Contrail
The Grantee shall maintain records sufficient to evidence that it has expended or has access to the funds
needed plete the Project,and shall make such records available for COMMERCE'S review upon
reason e r uest. ;
SIGNA URE
Denis Law, Ma r
NAME
ATTEST:
Jas A. /;0/, Deputy City Clerk
DATE
City of Renton Page 28 Attachment N:Certification of Avalab*of funds
COU-985-011 11/14/2013 2013-2015 Mect-Appropriation Contract