16-022.00 WA St Dept of Commerce: Appleway Trail Grant �,4E0*
Department of Commerce
Innovation is in our nature.
1011 Plum St
P.O. Box 42525
Olympia,WA 98504-2525
Direct Appropriations Agreement between:
City of Spokane Valley
and
Washington State
Department of Commerce
For:
Project Name: Appleway Trail
Contract Number: CD16-96503-001
Project Type: Com Direct
Execution/Start Date: Date of Contract Execution
Washington State Department of Commerce
www.COMMERCE.wa.gov
DECLARATIONS
CLIENT INFORMATION
Legal Name: City of Spokane Valley
Contract Number: CD16-96503-001
State Wide Vendor Number: SWV001802100
PROJECT INFORMATION
Project Title: Appleway Trail
Project City: Spokane Valley
Project State: Washington
Project Zip Code: 99206
CONTRACT INFORMATION
Grant Amount: $970,000
Appropriation Number: 2EHB1115
Contract End Date: 6/30/2019 (subject to reappropriation)
Biennium: 2015 -2017
Biennium Close Date: 6/30/2017
Earliest Date for Construction Reimbursement: 7/1/2012
ADDITIONAL SPECIAL TERMS AND CONDITIONS GOVERNING THIS AGREEMENT
None
City of Spokane Valley Page i
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
TABLE OF CONTENTS
CONTRACT FACE SHEET 1
CONTRACT TERMS AND CONDITIONS 2
Part 1. SPECIAL TERMS AND CONDITIONS 2
1.1. DEFINITIONS 2
1.2. AUTHORITY 2
1.3. PURPOSE 2
1.4. ORDER OF PRECEDENCE 2
1.5. GRANT AMOUNT 2
1.6. CERTIFICATION OF FUNDS 2
1.7. BASIS FOR ESTABLISHING REAL PROPERTY VALUES FOR ACQUISITIONS
OF REAL PROPERTY PERFORMANCE MEASURES 3
1.8. PROJECT EXPENDITURES ELIGIBLE FOR REIMBURSEMENT 3
1.9. BILLING PROCEDURES AND PAYMENT 3
1.10. CERTIFIED PROJECT COMPLETION REPORT AND FINAL PAYMENT 4
1.11. REPORTS 4
1.12. EVALUATION AND MONITORING 4
1.13. OWNERSHIP OF PROJECT/CAPITAL FACILITIES 5
1.14. CHANGE OF OWNERSHIP OR USE FOR CONTRACTOR-OWNED PROPERTY 5
1.15. CHANGE OF USE FOR LEASED PROPERTY 5
1.16. HISTORICAL AND CULTURAL ARTIFACTS 5
1.17. SIGNAGE, MARKERS, AND PUBLICATIONS 6
1.18. PREVAILING WAGE LAW 6
1.19. INSURANCE 6
1.20. RECAPTURE PROVISION 8
1.21. REDUCTION IN FUNDS 8
1.22. REAPPROPRIATION 8
1.23. TERMINATION FOR FRAUD OR MISREPRESENTATION DISINCENTIVE 8
Part 2. GENERAL TERMS AND CONDITIONS 9
2.1. DEFINITIONS 9
2.2. ALLOWABLE COSTS 9
2.3. ALL WRITINGS CONTAINED HEREIN 9
2.4. AMENDMENTS 9
2.5. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336,
also referred to as the "ADA" 28 CFR Part 35 9
2.6. APPROVAL 9
2.7. ASSIGNMENT 9
2.8. ATTORNEY'S FEES 10
2.9. AUDIT 10
2.10. CODE REQUIREMENTS 10
2.11. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION 10
2.12. CONFORMANCE 11
2.13. CONFLICT OF INTEREST 11
2.14. COPYRIGHT PROVISIONS 11
2.15. DISALLOWED COSTS 12
2.16. DISPUTES 12
City of Spokane Valley Page ii
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
2.17. DUPLICATE PAYMENT 12
2.18. GOVERNING LAW AND VENUE 12
2.19. INDEMNIFICATION 12
2.20. INDEPENDENT CAPACITY OF THE CONTRACTOR 13
2.21. INDUSTRIAL INSURANCE COVERAGE 13
2.22. LAWS 13
2.23. LICENSING, ACCREDITATION AND REGISTRATION 13
2.24. LIMITATION OF AUTHORITY 13
2.25. LOCAL PUBLIC TRANSPORTATION COORDINATION 14
2.26. COMPLIANCE WITH NONDISCRIMINATION LAWS 14
2.27. POLITICAL ACTIVITIES 14
2.28. PREVAILING WAGE LAWS 14
2.29. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION 14
2.30. PUBLICITY 14
2.31. RECAPTURE 14
2.32. RECORDS MAINTENANCE 14
2.33. REGISTRATION WITH DEPARTMENT OF REVENUE 15
2.34. RIGHT OF INSPECTION 15
2.35. SAVINGS 15
2.36. SEVERABILITY 15
2.37. SUBCONTRACTING 15
2.38. SURVIVAL 15
2.39. TAXES 15
2.40. TERMINATION FOR CAUSE/SUSPENSION 15
2.41. TERMINATION FOR CONVENIENCE 16
2.42. TERMINATION PROCEDURES 16
2.43. TREATMENT OF ASSETS 16
2.44. WAIVER 17
ATTACHMENT I: PROJECT SCOPE OF WORK 18
ATTACHMENT II: CERTIFICATION OF THE PAYMENT AND REPORTING OF
PREVAILING WAGES 20
ATTACHMENT III: CERTIFICATION OF THE INTENT TO ENTER THE LEADERSHIP IN
ENERGY AND ENVIRONMENTAL DESIGN (LEED) CERTIFICATION PROCESS 22
ATTACHMENT IV: CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE
THE PROJECT 24
City of Spokane Valley Page iii
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
CONTRACT FACE SHEET
Contract Number: CD16-96503-001
Washington State Department of Commerce
Local Government Division
DIRECT-APPROPRIATION GRANTS
1. Contractor 2.Contractor Doing Business As (optional)
City of Spokane Valley N/A
11707 E Sprague Avenue, Suite 106
Spokane Valley,WA 99206
3.Contractor Representative 4.Commerce Representative
Mike Jackson Chris Gagnon
City of Spokane Valley PO Box 42525, 1011 Plum Street SE
11707 E Sprague, Ste 106, Spokane Valley, WA Olympia, WA 98504-2525
509-720-5200 360-725-3158
mjackson@spokanevalley.org Christina.gagnon@commerce.wa.gov
5.Contract Amount 6. Funding Source 7. Contract Start Date 8. Contract End Date
Federal: ❑ State: Q Other: ElContract Execution 6/30/2019(provided funds are re
$970,000 N/A: ❑ 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#
REDACTED SWV001802100
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 Program.
The Washington State Department 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.
FOR THE CONTRACTOR FOR TH DEP RT ENT OF COMMERCE
Ma Barkley,Assi ant Director
Sign�ature / Local Governor nt Division
/t e q171.�20/lv
Print Name Date
7t'2 -Y— APPROVED AS TO FORM ONLY
Title
/ This 19th Day of January, 2016
Sandra C.Adix
Date CC Assistant Attorney General
This document contains confidential tax information and
has been redacted pursuant to RCW 82.32.330.
You may petition for a review of our findings pertaining to any
redacted or withheld documents pursuant to Spokane Valley
City of Spokane Valley Pagel Municipal Code (SVMC) 2.75.080; and obtain judicial review
C016-96503-001 1/20/2016
pursuant to RCW 42.56.550.
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.
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.
City of Spokane Valley Page 2 Contract Terms and Conditions
CD16-96503-001 1/20/2016 Direct-Appropriation 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. 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. BASIS FOR ESTABLISHING REAL PROPERTY VALUES FOR ACQUISITIONS OF REAL PROPERTY
PERFORMANCE MEASURES
When the grant is used to fund the acquisition of real property, the value of the real property eligible for
reimbursement under this grant shall be established in accordance with the Direct Grant Program Guidelines.
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 the following 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;
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
vii. Landscaping
F. Insurance premiums as required in Section 1.19;
G. Other costs authorized through the legislation.
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 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, 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
0
Attachment I: SCOPE OF WORK. A sum not to exceed ten percent (10%) of the grant amount will be retained
City of Spokane Valley Page 3 Contract Terms and Conditions
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
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:
Federal Programs Unit
Department of Commerce
PO Box 42525
Olympia, WA 98504-252
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 claimed by the Contractor
for services rendered if the Contractor fails 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 shall complete a Certified Project Completion Report when activities identified in Attachment I:
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 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.
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 in 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
City of Spokane Valley Page 4 Contract Terms and Conditions
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
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 PROJECT/CAPITAL FACILITIES
COMMERCE makes no claim to any real property improved or constructed with funds awarded under this
Contract and does not assert and will not acquire any ownership interest in or title to the capital facilities and/or
equipment constructed or purchased with state funds under this Contract. This provision does not extend to
claims that COMMERCE may bring against the 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.
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
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, for projects with a Federal nexus
Contractor shall complete project review under 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.
City of Spokane Valley Page 5 Contract Terms and Conditions
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
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 requirements of 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 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 1.19A 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 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
City of Spokane Valley Page 6 Contract Terms and Conditions
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
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 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:
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:
Governmental Accounting Standards Board (GASB),
ii. Financial Accounting Standards Board (FASB), and
iii. The Washington State 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 COMMERCE 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 Coverage. By requiring insurance herein, COMMERCE does not represent that coverage and limits
will be adequate to protect Contractor and such coverage and limits shall not limit Contractor's liability under
the indemnities and reimbursements granted to COMMERCE in this 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 Project 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 loss
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
City of Spokane Valley Page 7 Contract Terms and Conditions
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
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 Grantee fails to perform this Grant in accordance with state laws, federal laws, and/or the
provisions of this Grant, COMMERCE reserves the right to recapture all funds disbursed under the Grant, in
addition to any other remedies available at law or in equity. This provision supersedes the Recapture provision in
Section 27 of the General Terms and Conditions.
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 reappropriated 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.
In the event any funds awarded under this contract are reappropriated for use in a future biennium, COMMERCE
reserves the right to assign a reasonable share of any such reappropriation for administrative costs.
1.23. TERMINATION FOR FRAUD OR MISREPRESENTATION DISINCENTIVE
In the event the Grantee commits fraud or makes any misrepresentation in connection with the Grant application
or during the performance of this contract, COMMERCE reserves the right to terminate or amend this contract
accordingly, including the right to recapture all funds disbursed to the Grantee under the Grant.
City of Spokane Valley Page 8 Contract Terms and Conditions
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
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 Director and/or the designee authorized in writing to act on the
Director's behalf.
B. "COMMERCE"shall mean the Department of Commerce.
C. "Contract"or"Agreement" means the entire written agreement between COMMERCE and the Contractor,
including any Exhibits, documents, or materials incorporated by reference. E-mail or Facsimile transmission of a
signed copy of this contract shall be the same as delivery of an original.
D. "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.
E. "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.
F. "State" shall mean the state of Washington.
G. "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.
2.6. APPROVAL
This contract shall be subject to the written approval of COMMERCE'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 COMMERCE.
City of Spokane Valley Page 9 Contract Terms and Conditions
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
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 audits 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 Grantee all disallowed costs resulting from the audit.
Responses to any unresolved 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 Requirements
In the event an audit is required, 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 records must be available for review by COMMERCE.
C. Documentation Requirements
The Contractor must send a copy of any audit report no later than nine(9) months after the end of the
Contractor's fiscal year(s) by sending a scanned copy to auditreview(acommerce.wa.gov or a hard copy to:
Department of Commerce
ATTN: Audit Review and Resolution Office
1011 Plum Street SE
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 and Management Decision Letter, where applicable.
If the Contractor is required to obtain a Single Audit consistent with Circular A-133 requirements, a copy must
be provided to Commerce; no other 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. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
A. Confidential Information" as used in this section includes:
1. All material provided to the Contractor by COMMERCE that is designated as"confidential" by COMMERCE;
2. All material produced by the Contractor that is designated as"confidential" by COMMERCE; and
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,
City of Spokane Valley Page 10 Contract Terms and Conditions
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
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 COMMERCE 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 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 shall make the changes within the time period 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 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. CONFLICT OF INTEREST
Notwithstanding any determination by the Executive Ethics Board or other tribunal,the COMMERCE may, in its sole
discretion, by written notice to the CONTRACTOR terminate this contract if it is found after due notice and
examination by the COMMERCE that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or
any similar statute involving the CONTRACTOR in the procurement of, or performance under this contract.
In the event this contract is terminated as provided above, the COMMERCE shall be entitled to pursue the same
remedies against the CONTRACTOR as it could pursue in the event of a breach of the contract by the
CONTRACTOR. The rights and remedies of COMMERCE provided for in this clause shall not be exclusive and are
in addition to any other rights and remedies provided by law. The existence of facts upon which COMMERCE
makes any determination under this clause shall be an issue and may be reviewed as provided in the"Disputes"
clause of this contract.
2.14. 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-existing materials not produced under
the Contract, the Contractor hereby grants to COMMERCE a nonexclusive, royalty-free, irrevocable license(with
rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly
perform, and 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
City of Spokane Valley Page 11 Contract Terms and Conditions
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
Materials delivered under this Contract. COMMERCE shall have the right to modify or remove any restrictive
markings placed upon the Materials by the Contractor.
2.15. DISALLOWED COSTS
The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of
its Subcontractors.
2.16. 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 hearing 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;
• 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.
2.17. DUPLICATE PAYMENT
The Contractor certifies that work to be performed under this contract does not duplicate any work to be charged
against anyother contract, subcontract, or other source.
9
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, COMMERCE, agencies of the state and all officials, agents and employees of the state, for, from and
against all claims for injuries or death arising out of or resulting from the performance of the contract. "Claim" as
used in this contract, means any financial loss, claim, suit, action, damage, or expense, including but not limited to
attorney's fees, attributable for bodily injury, sickness, disease, or death, or injury to or the destruction of tangible
property including loss of use resulting therefrom.
The Contractor's obligation to indemnify, defend, and hold harmless includes any claim by Contractor's agents,
employees, representatives, or any subcontractor or its employees.
The Contractor expressly agrees to indemnify, defend, and hold harmless the State for any claim arising out of or
incident to the Contractor's or any subcontractor's performance or failure to perform the contract. Contractor's
obligation to indemnify, defend, and hold harmless the State shall not be eliminated or reduced by any actual or
alleged concurrent negligence of State or its agents, agencies, employees and officials.
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.
City of Spokane Valley Page 12 Contract Terms and Conditions
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
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
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, 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, 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 (1).
B. Boards of directors or officers of non-profit corporations—Liability- Limitations, RCW 4.24.264.
C. Disclosure-campaign finances-lobbying, Chapter 42.17A 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.
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 alter, amend, modify, or waive any clause or
condition of this Contract.
City of Spokane Valley Page 13 Contract Terms and Conditions
CD16-96503-001 1/20/2016 Direct-Appropriation 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 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 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 publicity materials in which the state of Washington
or COMMERCE's name is mentioned, or language used from which the connection with the state of Washington's
or COMMERCE's name may reasonably be inferred or implied, without the prior written consent of COMMERCE.
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, COMMERCE reserves the right to recapture funds in an amount to compensate
COMMERCE for the noncompliance in addition to any other remedies available at law or in equity.
Repayment by the Contractor of funds under this recapture provision shall occur within the time period specified by
COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due under this contract.
2.32. RECORDS MAINTENANCE
The CONTRACTOR shall maintain 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 that
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. At no
additional cost, these records, including materials generated under the contract, shall be subject at all reasonable
times to inspection, review or audit by COMMERCE, personnel duly authorized by COMMERCE, the Office of the
State Auditor, and federal and state officials so authorized by law, regulation or agreement.
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 resolved.
City of Spokane Valley Page 14 Contract Terms and Conditions
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
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 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, 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 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
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 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 COMMERCE for any breach in the performance of the Contractor's duties.
Every subcontract shall 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/SUSPENSION
In the event COMMERCE determines the Contractor has failed to comply with the conditions of this contract in a
timely manner, COMMERCE has the right to suspend or terminate this contract. Before suspending or terminating
the contract, COMMERCE shall notify the Contractor in writing of the need to take corrective action. If corrective
action is not taken within 30 calendar days, the contract may be terminated or suspended.
In the event of termination or suspension, 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 or cover contract and all
administrative costs directly related to the replacement contract, e.g., cost of the competitive bidding, mailing,
advertising and staff time.
City of Spokane Valley Page 15 Contract Terms and Conditions
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
COMMERCE reserves the right to suspend all or part of the contract, withhold further payments, or prohibit the
Contractor from incurring additional obligations of funds during investigation of the alleged compliance breach and
pending corrective action by the Contractor or a decision by COMMERCE to terminate the contract. A termination
shall be deemed a"Termination for Convenience" if it is determined that the Contractor: (1)was not in default; or(2)
failure to perform was outside of his or her control, fault or negligence.
The rights and remedies of COMMERCE provided in this contract are not exclusive and are, in addition to any other
rights and remedies, provided by law.
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
Upon termination of this contract, COMMERCE, in addition to any other rights provided in this contract, may require
the Contractor to deliver to COMMERCE any property specifically produced or acquired for the performance of such
part of this contract as has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such
property transfer.
COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed work and
services accepted by COMMERCE, and the amount agreed upon by the Contractor and COMMERCE for (i)
completed work and services for which no separate price is stated, (ii) partially completed work and services, (iii)
other property or services that are accepted by COMMERCE, and (iv) the protection and preservation of property,
unless the termination is for default, in which case the Authorized Representative shall determine the extent of the
liability of COMMERCE. Failure to agree with such determination shall be a dispute within the meaning of the
"Disputes" clause of this contract. COMMERCE may withhold from any amounts due the Contractor such sum as
the Authorized Representative determines to be necessary to protect COMMERCE against potential loss or liability.
The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in addition to any
other rights and remedies provided by law or under this contract.
After receipt of a notice of termination, and except as otherwise directed by the Authorized Representative, the
Contractor shall:
1. Stop work under the contract on the date, and to the extent specified, in the notice;
2. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for
completion of such portion of the work under the contract that is not terminated;
3. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized
Representative, 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;
4. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the
approval or ratification of the Authorized Representative to the extent the Authorized Representative may
require, which approval or ratification shall be final for all the purposes of this clause;
5. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by the
Authorized Representative any property which, if the contract had been completed, would have been required
to be furnished to COMMERCE;
6. Complete performance of such part of the work as shall not have been terminated by the Authorized
Representative; and
7. Take such action as may be necessary, or as the Authorized Representative may direct, for the protection and
preservation of the property related to this contract, which is in the possession of the Contractor and in which
COMMERCE has or may acquire an interest.
2.43. TREATMENT OF ASSETS
Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property furnished by the
Contractor, for the cost of which the Contractor is entitled to be reimbursed as a direct item of cost under this
City of Spokane Valley Page 16 Contract Terms and Conditions
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
contract, shall pass to and vest in COMMERCE upon delivery of such property by the Contractor. Title to other
property, the cost of which is reimbursable to the Contractor under this contract, shall pass to and vest in
COMMERCE upon (i) issuance for use of such property in the performance of this contract, or(ii) commencement of
use of such property in the performance of this contract, or(iii) reimbursement of the cost thereof by COMMERCE in
whole or in part, whichever first occurs.
A. Any property of COMMERCE furnished to the Contractor shall, unless otherwise provided herein or approved by
COMMERCE, be used only for the performance of this contract.
B. The Contractor shall be responsible for any loss or damage to property of COMMERCE that results from the
negligence of the Contractor or which results from the failure on the part of the Contractor to maintain and
administer that property in accordance with sound management practices.
C. If any COMMERCE property is lost, destroyed or damaged, the Contractor shall immediately notify
COMMERCE and shall take all reasonable steps to protect the property from further damage.
D. The Contractor shall surrender to COMMERCE all property of COMMERCE prior to settlement upon completion,
termination or cancellation of this contract
All reference to the Contractor under this clause shall also include Contractor's employees, agents or
Subcontractors.
2.44. 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 COMMERCE.
City of Spokane Valley Page 17 Contract Terms and Conditions
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
ATTACHMENT I:
PROJECT SCOPE OF WORK
Washington State Department of Commerce
DIRECT-APPROPRIATION GRANTS
Contractor: City of Spokane Valley
Contract Number: CD16-96503-001
Project Title: Appleway Trail
The project's scope of work is comprised of the following activities:
This project will extend the Appleway Trail for approximately 1.33 miles east from Sullivan to Corbin Roads. The project
will include a paved 12 foot wide shared use path, landscaping, irrigation, trail amenities, lighting,storm water facilities
and traffic control devices. Costs may include, but are not limited to, design/engineering, environmental/cultural review,
land/right-of-way acquisition, permits, material testing, 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 date and year written below.
SIGNATU
/qt.*. ggf.r�so"
NAME [/(
TITLE
DA E
City of Spokane Valley Page 18 Attachment I:Project Scope of Work
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
City of Spokane Valley Page 19 Attachment I:Project Scope of Work
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
ATTACHMENT II:
CERTIFICATION OF THE PAYMENT AND REPORTING OF
PREVAILING WAGES
Washington State Department of Commerce
DIRECT-APPROPRIATION GRANTS
Contractor: City of Spokane Valley
Contract Number: CD16-96503-001
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, inclining 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.
SIGNATUR
A&
NAME
(l -ht /1/(4-‘' 4�`'�
TITLE U
DATE
City of Spokane Valley Page 20 Attachment II:Certification of Payment&Reporting of Prevailing Wage
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
City of Spokane Valley Page 21 Attachment II:Certification of Payment&Reporting of Prevailing Wage
CD16-96503-001 1/20/2016 Direct-Appropriation 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 Spokane Valley
Contract Number: CD16-96503-001
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
City of Spokane Valley Page 22 Attachment Ill:LEED Certification
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
City of Spokane Valley Page 23 Attachment Ill:LEED Certification
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
ATTACHMENT IV:
CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE PROJECT
Washington State Department of Commerce
DIRECT-APPROPRIATION GRANTS
Contractor: City of Spokane Valley
Contract Number: CD16-96503-001
Type of Funding Source Description Amount
Grant Washington State Department of Commerce $970,000
Other Grants
Grant#1 ! Recreation &Conservation Office $813,000
Grant#2
Grant#3
Grant#4
Total Other Grants $813,000
Loan #1
Loan#2
Loan#3
Loan#4
Total Loans
Source#1 City of Spokane Valley $347,000
Source#2
Source#3
Source#4
Total Local Revenue � ^ ak $347,000
Source#1
Source#2
Total Other Funds
mom—
Total Project Funding $2,130,000
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, in 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.
City of Spokane Valley Page 24 Attachment IV:Certification of Availability of Funds
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
The Grantee shall maintain records sufficient to evidence that it has expended or has access to the funds needed to
completeet ' oject, and shall make such records available for COMMERCE'S review upon reasonable request./ ,►,
SIGN UR/
NAME
445 /14-r"
TITLE
//4 f//e
DATE
City of Spokane Valley Page 25 Attachment IV:Certification of Availability of Funds
CD16-96503-001 1/20/2016 Direct-Appropriation Contract
WASHINGTON STATE
DEPARTMENT OF COMMERCE
AGENCY NUMBER Short Code Commerce Contract Number
Form VOUCHER DISTRIBUTION
A19-1A DEPARTMENT OF COMMERCE 1030 C D 16-96503-0 01
PO BOX 42525
OLYMPIA,WA 98504-2525
VENDOR OR CLAIMANT(Warrant is to be payable to:) INSTRUCTIONS TO VENDOR OR CLAIMANT:
Submit this form to claim payment for materials,merchandise,or services.
Show complete detail for each item.
City of Spokane Valley Vendor's Certificate:The individual signing this voucher below warrants they have the authority to do so as
11707 E Sprague Ave, Suite 106 authorized and on the behalf of the entity identified in the Vendor/Client section.The individual signing below certifies
under penalty of perjury that the items and totals fisted herein are proper charges for materials,merchandise or
Spokane Valley, WA 99206 services fumshed to the State of Washington,and that all goods furnished and/or services rendered have been
provided without discrimination because of age,sex,marital status,race creed,color,national origin,handicap,
religion or Vietnam era or disabled veterans status.
Contact Person:
Phone:
Contract Period By:
REPORT PERIOD (SIGN IN BLUE INK)
•
(TITLE) (DATE)
Original Contract Amount $970,000
Date DESCRIPTION Budget Previously Requested Amount of This Invoice Award Remaining Balance
Net Contract Amount $970,000 $970,000
•
Project Mgmt Activities Are Not Eligible for Reimbursement
Totals $0.00 $970,000
Match:Year l Dollars I Coding PROGRAM APPROVAL(Ihemetuuad sg,ng this vounar warrants they have lne aumrcy to sign irs mocrer). DATE
•
DOC DATE CURRENT DOC.NO. REFERENCE DOC NO. VENDOR NUMBER and SUFFIX-SWV0018021-00
ACCOUNT NO ASS NUMBER VENDOR MESSAGE
31038
SUB
TRANS SUB
CODE MASTER INDEX SUB OBJ OBJ GL ACCT SUBSID AMOUNT INVOICE
•
•
SIGNATURE OF ACCOUNTING PREPARER FOR PAYMENT DATE WARRANT TOTAL
ACCOUNTING APPROVAL FOR PAYMENT DATE
•
Prepared on 2/4/2016
A19 INSTRUCTIONS
INSTRUCTIONS FOR COMPLETING VOUCHERS IN ORDER TO RECEIVE GRANT FUNDS
General Information
The Grant Agreement describes the points at which your grant funds may be disbursed to you.
This is referenced in your grant agreement, Section 1.9 Billing Procedure and Payment.
• The GRANTEE, using the Al 9 Invoice Voucher template, initiates the reimbursement
request.
• Funds will be disbursed on a reimbursement-basis only. Expenses directly related to
your project incurred after July 1, 2012 are eligible for reimbursement.
• Reimbursement requests must include documentation of costs incurred.
• A completed Project Status Report must be submitted with each submittal.
• Each reimbursement request may include costs incurred over an extended period.
• The grant agreement places conditions on the fund disbursements.
• Reimbursement requests may only be submitted once a month.
• There is a required 10%withholding until project close-out.
Please contact your Project Manager if you have any questions.
113 EE E[E 'i p fr 1M1 loll
You can speed the processing ofour reimbursement requests by following these guidelines ines
1. Materials needed:
A. An A19-1A form prepared for your project by your project manager.
B. A Project Status Report form prepared for your project.
C. Photocopies of invoices for which you are requesting reimbursement.
D. A spreadsheet that summarizes your itemized expenditures.
E. If you prepare your A19 by handwriting, please use a pen (not black ink).
2. Preparing an A19 reimbursement form:
A. Enter activities you are requesting reimbursement for in the "Description" column. You
do not have to list the items line by line. If you have 4 engineering invoices, you can
simply enter on one line—engineering.
B. Enter the total for all invoices in this billing period next to the appropriate "Description" in
the column "Amount of this Invoice."
C. Enter the total amount previously reimbursed in the column "Previously Requested".
D. Sign and date the form in blue ink(in the upper right corner).
3. Documenting your expenses:
A. Check all invoices to determine whether the costs are eligible. Use the Project
Eligibility sheet that is attached. Your project manager must deduct any ineligible costs
from your request. If you are unsure about the eligibility of an activity, please contact
your project manager.
B. Highlight or circle the total on each invoice that you are requesting reimbursement for.
C. Use a spreadsheet program to total the amounts of each invoice.
D. Clip the spreadsheet summary on top of the invoices.
Electronic A-19 Submittal:
An electronic copy (emailed PDF) of a signed A19 Reimbursement Voucher and other required
documentation is the preferred method for requesting reimbursement. Submit the electronic
requests to your Project Manager or fax to (360) 586-8440. If you choose to send your vouchers
and backup documentation electronically, please DO NOT mail in the original. You will receive
email notification from your Project Manager that the electronic request has been received. If
you are emailing your A19 and invoices, sign the A19 and scan it before emailing. If you are
mailing your A19 and invoices, please sign the A19 in blue ink and make a copy for your files.
Staff will review your disbursement request upon receipt. You will receive funds within 30 days
of the request.
Washington State
Department Of Commerce
1011 Plum St.
Post Office Box 42525
Olympia, Washington 98504-2525
DIRECT-APPROPRIATIONS
PROJECT STATUS REPORT
Submitted by:
Reporting Period:
This form must accompany each request for reimbursement.
Client Name: City of Spokane Valley
Contract Number: Contract#CD16-96503-001
Project Name: Appleway Trail
Scheduled Project Completion Date:
Project Progress
Describe the progress made to date on the project's scope of work (see Attachment I in contract).
Approximately, what percentage of the project is complete?
When do you expect the project to be completed (month/day/year)?
If the scheduled completion date is different from the one above, what factors led to the change?
Project Cost Allocation Revised
If the Project Cost Allocation has changed, please submit an updated allocation plan (below).
(Electronic forms are also available from your project manager.)
Please estimate how much of your award you plan to request during the upcoming quarters*
Fiscal Year 2016 July 1,2015—June 30,2016 Fiscal Year 2017 July 1, 2016—June 30,2017
$ $ July 1-September 30
$ $ October 1- December 31
$ January 1- March 31 $ January 1- March 31
$ April 1-June 30 $ April 1-June 30
Fiscal Year 2018 July 1, 2017—June 30,2018 Fiscal Year 2019 July 1, 2018—June 30, 2019
$ July 1-September 30 $ July 1-September 30
$ October 1- December 31 $ October 1- December 31
$ January 1- March 31 $ January 1- March 31
$ April 1-June 30 $ April 1-June 30
Fiscal Year 2020 July 1, 2019—June 30, 2020
$ July 1-September 30
$ October 1- December 31
$ January 1-March 31
$ April 1-June 30
*This information is used for program budgeting purposes only and is not binding
Any future updates to the amount reported is appreciated
Administrative services provided by the Washington State Department of Commerce
(360)725-3150 Fax (360)586-8440 www.commerce.wa.gov
iTE ,
Department of Commerce
Innovation is in our nature.
NOTICE TO PROCEED
DIRECT APPROPRIATIONS GRANTS
NOTIFICATION OF CONTRACT AWARD AND START OF
CONSTRUCTION
AGENCY: CITY OF SPOKANE VALLEY
CONTRACT NUMBER: CD16-96503-001
GEO 05-05 /CULTURAL RESOURCES REVIEW APPROVAL DATE :
(ATTACH APPROVAL FROM DEPT OF COMMERCE)
DATE OF NOTICE TO PROCEED:
CONTRACT AWARD DATE:
PROJECT NAME:
CONTRACT AMOUNT:
PROJECT LOCATION:
GENERAL CONTRACTOR:
CONSTRUCTION START DATE:
SUBMITTED BY:
SIGNATURE: TITLE:
PRINTED NAME:
ADDRESS: