HomeMy WebLinkAbout25-216.00WAStateDeptofCommerceFloraParkCrossCountryCIP#0361Docusign Envelope ID: 128AED32-282B-4692-8B3F-4DCCDC3FFED5
Grant to
For
. Washington State
CO pmmerce
City of Spokane Valley
through
The Local Community Projects Program
Spokane Valley Cross Country Course
Docusign Envelope ID: 128AED32-282B-4692-8B3F-4DCCDC3FFED5
Table of Contents
FACESHEET.............................................................................................................................4
SPECIAL TERMS AND CONDITIONS.......................................................................................5
1.
GRANT MANAGEMENT..............................................................................................................5
2.
COMPENSATION........................................................................................................................5
3.
CERTIFICATION OF FUNDS PERFORMANCE MEASURES......................................................5
4.
STATE PUBLIC WORKS.............................................................................................................6
5.
SITE CONTROL..........................................................................................................................
6
6.
DOCUMENTATION AND SECURITY...........................................................................................6
7.
BASIS FOR ESTABLISHING REAL. PROPERTY VALUES FOR ACQUISITIONS OF REAL
PROPERTY PERFORMANCE MEASURES................................................................................7
8.
EXPENDITURES ELIGIBLE FOR REIMBURSEMENT.................................................................7
9.
BILLING PROCEDURES AND PAYMENT...................................................................................8
10.
CLOSEOUT CERTIFICATION.....................................................................................................9
11.
INSURANCE................................................................................................................................
9
12.
ORDER OF PRECEDENCE.......................................................................................................
11
13.
REDUCTION IN FUNDS............................................................................................................12
14.
REAPPROPRIATION.................................................................................................................12
15.
OWNERSHIP OF PROJECT/CAPITAL FACILITIES...................................................................
12
16.
CHANGE OF OWNERSHIP OR USE FOR GRANTEE -OWNED PROPERTY ............................
12
17.
CHANGE OF USE FOR LEASED PROPERTY PERFORMANCE MEASURE ............................
13
18.
MODIFICATION TO THE PROJECT BUDGET..........................................................................
13
19.
SIGNAGE, MARKERS AND PUBLICATIONS............................................................................
13
20.
HISTORICAL AND CULTURAL ARTIFACTS.............................................................................
14
21.
TERMINATION FOR FRAUD OR MISREPRESENTATION........................................................
15
22.
FRAUD AND OTHER LOSS REPORTING.................................................................................
15
23.
PUBLIC RECORDS ACT...........................................................................................................
15
24.
APPLICABILITY OF COPYRIGHT PROVISIONS TO ARCH ITECTURAUENGINEERING DESIGN
WORK......................................................................................................................................
15
25.
TREATMENT OF ASSETS........................................................................................................
15
26.
APPLICATION OF GRANT AGREEMENT TO SUBGRANTORS/SUBCONTRACTORS.............
15
GENERAL TERMS AND CONDITIONS...................................................................................16
1.
DEFINITIONS............................................................................................................................16
2.
ACCESS TO DATA....................................................................................................................
16
3.
ADVANCE PAYMENTS PROHIBIT'ED.......................................................................................
16
4.
ALL WRITINGS CONTAINED HEREIN ......................................................................................
16
5.
ALLOWABLE COSTS................................................................................................................
16
6.
AMENDMENTS.........................................................................................................................
17
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AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, ALSO
REFERRED TO AS THE "ADA" 28 CFR PART 35....................................................................
17
ASSIGNMENT...........................................................................................................................
17
ATTORNEYS' FEES..................................................................................................................17
AUDIT........................................................................................................................................
17
BREACHES OF OTHER STATE CONTRACTS.........................................................................
18
CODEREQUIREMENTS...........................................................................................................18
CONFIDENTIALITY/SAFEGUARDING OF INFORMATION.......................................................
18
CONFORMANCE......................................................................................................................
19
CONFLICTOF INTEREST.........................................................................................................
19
COPYRIGHT PROVISIONS.......................................................................................................
19
DISALLOWED COSTS..............................................................................................................20
DISPUTES.................................................................................................................................
20
DUPLICATE PAYMENT.............................................................................................................21
GOVERNING LAW AND VENUE...............................................................................................21
INDEMNIFICATION...................................................................................................................
21
INDEPENDENT CAPACITY OF THE GRANTEE.......................................................................
21
INDUSTRIAL INSURANCE COVERAGE...................................................................................
22
LAWS........................................................................................................................................
22
LICENSING, ACCREDITATION, AND REGISTRATION.............................................................22
LIMITATION OF AUTHORITY....................................................................................................22
LOCAL PUBLIC TRANSPORTATION COORDINATION............................................................22
NONCOMPLIANCE WITH NONDISCRIMINATION LAWS.........................................................22
PAYEQUITY.............................................................................................................................
23
POLITICAL ACTIVITIES............................................................................................................23
PREVAILING WAGE LAW.........................................................................................................23
PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION.........................................24
PUBLICITY................................................................................................................................
24
RECAPTURE.............................................................................................................................
24
RECORDS MAINTENANCE......................................................................................................24
REGISTRATION WITH DEPARTMENT OF REVENUE AND SECRETARY OF STATE .............25
RIGHT OF INSPECTION...........................................................................................................25
SAVINGS...................................................................................................................................
25
SEVERABILITY.........................................................................................................................
25
SITESECURITY........................................................................................................................25
SUBGRANTING/SUBCONTRACTING.......................................................................................
25
SURVIVAL.................................................................................................................................
26
TAXES.......................................................................................................................................
26
TERMINATION FOR CAUSE.....................................................................................................26
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45. TERMINATION FOR CONVENIENCE.......................................................................................27
46. TERMINATION OR SUSPENSION FOR LOSS OR REDUCTION OF FUNDING .......................27
47. TERMINATION PROCEDURES.................................................................................................27
48. TREATMENT OF ASSETS........................................................................................................28
49. WAIVER.................................................................................................................................... 29
ATTACHMENT A - SCOPE OF WORK....................................................................................30
ATTACHMENT B - PROJECT BUDGET..................................................................................31
ATTACHMENT C - CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE
THEPROJECT.........................................................................................................................32
ATTACHMENT D - CERTIFICATION OF THE PAYMENT AND REPORTING OF PREVAILING
WAGES....................................................................................................................................33
ATTACHMENT E - CERTIFICATION OF LEADERSHIP IN ENERGY AND ENVIRONMENTAL
DESIGN(LEED).......................................................................................................................34
ff
Docusign Envelope ID: 128AED32-282B-4692-8B3F-4DCCDC3FFED5
FACE SHEET
Grant Agreement Number: 25-96647-163
Project Name: Spokane Valley Cross Country Course
Washington State Department of Commerce
Local Government Division
Local Community Projects
II.GRANTEE
2. GRANTEE Doing Business As (optional)
City of Spokane Valley
N/A
10210 E Sprague Ave
Spokane Valley, WA 99206-3682
3. GRANTEE Representative
4. COMMERCE Representative
Glenn Ritter
Joseph Brown
PO Box 42525
Senior Engineer/Project Manager
Program Manager
1011 Plum Street SE
(509) 720-5018
(360) 725-5040
Olympia, WA 98504-2525
gritter(c�spokanevalley.org
9oseph.brown()commerce.wa.gov
5. Grant Amount
6. Funding Source
7. Start Date
8. End Date
$145,500.00
Federal: ❑ State: ®
Upon Final Signature
June 30, 2027, if funds are not
Other: ❑ N/A: ❑
reappropriated; June 30, 2029,
contingent on reappro riation.
9. Award Method NOFO/RFX # Proviso #
N/A Engrossed Substitute Senate
Direct: ® Competitive: ❑ Bill 5949, Laws of 2024,
Chapter 375, Section 1018.
10.Tax ID#
11.SWV#
12.UB1#
13.UEl#
71-0914170
SWV001 8021 -00
602-251-431
N/A
14. Grant Agreement Purpose
The purpose of this performance -based Grant Agreement is to provide funding for the Spokane Valley Cross Country
Course project, a legislatively approved project that furthers the goals and objectives of City of Spokane Valley as
described in Attachment A — Scope of Work.
COMMERCE, defined as the Washington State Department of Commerce, and the GRANTEE, as defined above,
acknowledge and accept the terms of this Grant Agreement and attachments and have executed this Grant Agreement on
the date below to start as of the date and year referenced above. The rights and obligations of both parties to this Grant
Agreement are governed by this Grant Agreement and the following other documents incorporated by reference: Grant
Agreement Terms and Conditions including Attachment A — Scope of Work, Attachment B — Project Budget, Attachment
C — Certification of Availability of Funds to Complete the Project, Attachment D — Certification of the Payment and
Reporting of Prevailing Wages, Attachment E — Certification of LEED, application as submitted for grant funding,
applicable Local Community Projects Program Notice of Funding Availability, and applicable Local Community Projects
Program Guidelines as they may be revised from time to time).
FOR GRANTEE
FOR COMMERCE
Signed by:`', ''••--
Do uSigned by:
r R-A--R-8-
John Hohman, City Manager
Mark K. Barkley, Assistant Director
Local Government Division
12/9/2025 1 9:37 AM PST
12/9/2025 1 1:36 PM PST
Date
Date
TEMPLATE APPROVED AS TO FORM ONLY
Lisa Ko erski Assistant Attorney General on 07/23/2025
4
Docusign Envelope ID: 128AED32-282B-4692-8B3F-4DCCDC3FFED5
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
THIS GRANT AGREEMENT, entered into by and between City of Spokane Valley, a Local Government,
and WASHINGTON STATE DEPARTMENT OF COMMERCE, as defined on the Face Sheet of this Grant
Agreement, WITNESSES THAT:
WHEREAS, COMMERCE has the statutory authority under RCW 43.330.050(5) to cooperate with
and provide assistance to local governments, businesses, and community -based organizations; and
WHEREAS, COMMERCE is also given the responsibility to administer state funds and programs
which are assigned to COMMERCE by the Governor or the Washington State Legislature; and
WHEREAS, the Washington State Legislature has, in Laws of 2024, Chapter 375, Section 1018,
made an appropriation to support the 2025 local and Community Projects Program, which was
reappropriated and amended in Laws of 2025, Chapter 414, Sections 6060 and 7023, and directed
COMMERCE to administer those funds; and
WHEREAS, certain direct appropriations are provided for in the enabling legislation; and
WHEREAS, the enabling legislation also stipulates that the GRANTEE is eligible to receive funding
for design, acquisition, construction and equipment, or rehabilitation activities of the Project.
GRANTEE and COMMERCE are individually a "party" and, collectively, the "parties."
NOW, THEREFORE, in consideration of covenants, conditions, performances, and promises hereinafter
contained, the parties agree as follows:
1. GRANT MANAGEMENT
The Representative for each of the parties shall be responsible for and shall be the contact person for
all communications and billings regarding the performance of this Grant Agreement.
2. COMPENSATION
COMMERCE shall pay an amount not to exceed $145,500.00 for the capital costs necessary for or
incidental to the performance of work as set forth in Attachment A (Scope of Work).
3. CERTIFICATION OF FUNDS PERFORMANCE MEASURES
A. The release of state funds under this Grant Agreement is contingent upon the GRANTEE
demonstrating and certifying that it has expended or has access to funds from non -state sources
as set forth in ATTACHMENT C (CERTIFICATION OF THE AVAILABILITY OF FUNDS TO
COMPLETE THE PROJECT). Such non -state sources may consist of a combination of any of the
following:
I. Eligible Project expenditures prior to the execution of this Grant Agreement.
ii. Cash dedicated to the Project.
iii. Funds available through a letter of credit or other binding loan commitment(s).
iv. Pledges from foundations or corporations.
v. Pledges from individual donors.
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vi. The value of real property when acquired solely for the purposes of this Project, as
established and evidenced by a current market value appraisal performed by a licensed,
professional real estate appraiser, or a current property tax statement. COMMERCE will not
consider appraisals for prospective values of such property for the purposes of calculating the
amount of non -state matching fund credit.
vii. In -kind contributions, subject to COMMERCE's approval.
B. The GRANTEE shall maintain records sufficient to evidence that it has access to or has
expended funds from such non -state sources and shall make such records available for
COMMERCE's review upon reasonable request.
4. STATE PUBLIC WORKS
For work done at the cost of the State, GRANTEE must comply with public works statutes RCW
39.04 and RCW 39.10, apprenticeship requirements, and the state and local building codes, as
applicable. If GRANTEE has questions about compliance, GRANTEE will need to visit the
Washington State Department of Labor & Industries Public Works Projects website for more
information.
5. SITE CONTROL
GRANTEE who receives grants for construction, purchase or renovation of facilities must provide
written evidence of and maintain site control, either through outright ownership of the subject property
or a long-term lease, for a minimum of ten (10) years after the later of: (1) final grant payment; or (2)
the date when the facility is made usable to the public for the purpose intended by the Washington
State Legislature, including GRANTEE having secured all required licenses, certifications, and/or
permits. GRANTEE must provide written evidence of continuing site control as may be requested by
COMMERCE.
6. DOCUMENTATION AND SECURITY
The provisions of this Section shall apply to capital projects performed by nonprofit organizations, for -
profit organizations, and public benefit corporations that involve the expenditure of over $250,000 in
state funds. The provisions may also apply to Tribes and local governments, depending on the
location of the Project. Additionally, COMMERCE reserves the right to review all state -funded projects
and to require that projects performed by other entity types comply with this Section. Projects for
which the grant award or legislative intent documents specify that the state funding is to be used for
pre -design or design only are exempt from this Section.
A. Deed of Trust. This Grant Agreement shall be evidenced by a promissory note and secured by a
deed of trust or other appropriate security instrument in favor of COMMERCE (the Deed of Trust).
The Deed of Trust shall be recorded in the County where the Project is located, and the original
returned to COMMERCE after recordation within 90 calendar days of Grant Agreement
execution. The Deed of Trust must be recorded before COMMERCE will reimburse the
GRANTEE for any Project costs. The amount secured by the Deed of Trust shall be the amount
of the Grant Agreement as set forth on the Face Sheet.
B. Term of Deed of Trust; Commitment Period. The Deed of Trust shall remain in full force and
effect for a minimum period of ten (10) years following the later of: (1) final payment of state funds
to the GRANTEE under this Grant Agreement; or (2) the date when:
L the facility improved or acquired with grant funds; or
ii. a distinct phase of the Project
is made useable to the public for the purpose intended by the Washington State Legislature (the
Commitment Period). Upon satisfaction of the Commitment Period and all other Grant Agreement
terms and conditions, COMMERCE shall, upon written request of the GRANTEE, take
appropriate action to reconvey the Deed of Trust.
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C. Title Insurance. The GRANTEE shall purchase an extended coverage lender's policy of title
insurance insuring the lien position of the Deed of Trust in an amount not less than the amount of
the grant.
D. Covenant. If the Project will be partially funded by a loan and the term of said loan is less than the
Commitment Period as defined in Special Terms and Conditions Section 6(B), COMMERCE may
require that GRANTEE record or cause to be recorded a covenant in a superior lien position
ahead of the lender's security instrument that restricts use of the facility or property for the
purpose(s) stated elsewhere in this Grant Agreement for at least the term of the Commitment
Period as defined in Special Terms and Conditions Section 6(B).
E. Subordination. COMMERCE may agree to subordinate its Deed of Trust upon request from a
private or public lender. Any such request shall be submitted to COMMERCE in writing, and
COMMERCE shall respond to the request in writing within 30 calendar days of receiving the
request.
F. Deed of Trust on Leased Property. COMMERCE may require, at its sole discretion, a Deed of
Trust on the fee interest of the real property where the Project is located, if the Project is on
leased property.
7. BASIS FOR ESTABLISHING REAL PROPERTY VALUES FOR ACQUISITIONS OF REAL
PROPERTY PERFORMANCE MEASURES
When all or part of the grant is used to fund the acquisition of real property, before funds are
disbursed, the GRANTEE shall procure and provide to COMMERCE evidence establishing the value
of the real property eligible for reimbursement under this Grant Agreement as follows:
A. GRANTEE purchases of real property from an independent third -party seller shall be evidenced
by a current appraisal prepared by a licensed Washington State commercial real estate appraiser
or a current property tax statement.
B. GRANTEE purchases of real property from a related or subsidiary organization, such as an
affiliated LLC, shall be evidenced by a current appraisal prepared by a licensed Washington State
commercial real estate appraiser or the prior purchase price of the property plus holding costs,
whichever is less.
8. EXPENDITURES ELIGIBLE FOR REIMBURSEMENT
Payments to the GRANTEE shall be made on a reimbursement basis only. The GRANTEE may be
reimbursed, at the rate set forth elsewhere in this Grant Agreement and as authorized by the
Legislature, for work associated with the Project expenditures. Reimbursable costs are determined by
the Scope of Work, Attachment A. Generally, costs within the following cost categories are
considered capital expenditures:
A. Real property, and costs directly associated with such purchase, when purchased or acquired
solely for the purposes of the Project;
B. Design, engineering, architectural, and planning;
C. Construction management and observation (from external sources only);
D. Construction costs including, but not limited to, the following:
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
vii. Landscaping.
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E. Other costs authorized through the legislation.
For Direct Appropriations, COMMERCE may also consider reimbursing for work performed prior
to Grant Agreement execution but will not consider reimbursing for work performed prior to the
capital budget effective date unless the Project's scope of work as approved by the legislature
includes such work.
For competitively -awarded projects, COMMERCE may also consider reimbursing for work
performed prior to Grant Agreement execution, but in no situation will reimburse for work
performed prior to the date specified in the program guidelines applicable at the time of Grant
Agreement execution.
All work requesting reimbursement must fall into eligible expenditures. Please see the most
recent version of the program guidelines for a complete list of eligible costs.
9. BILLING PROCEDURES AND PAYMENT
COMMERCE shall reimburse the GRANTEE for up to 100% of each invoice for eligible Project
expenditures, up to the maximum payable under this Grant Agreement. When requesting
reimbursement for expenditures made, the GRANTEE shall submit to COMMERCE a signed and
completed Invoice Voucher (Form A-19), that documents capitalized Project activity performed — by
budget line item — for the billing period. The GRANTEE must submit all Invoice Vouchers and any
required documentation electronically. Submissions shall be in accordance with directions provided
by COMMERCE. Funds are reimbursement based and cannot be advanced under any circumstance.
Disbursements of funds for invoices due and payable within 30 days are not considered advanced
payments.
The GRANTEE shall evidence the costs claimed on each voucher by including copies of each invoice
received from subgrantees/subcontractors providing Project goods or services covered by the Grant
Agreement. The GRANTEE shall also provide COMMERCE with a copy of the cancelled check or
electronic funds transfer, as applicable, that confirms that they have paid each expenditure being
claimed at the time the voucher is submitted or within 30 calendar days of COMMERCE's
disbursement of payment, and before any subsequent reimbursement request is made. Proof of
payment must be provided at the time the final grant reimbursement is requested.
A voucher must be certified (i.e., signed) by an official of the GRANTEE with authority to bind the
GRANTEE. The voucher shall be submitted to COMMERCE within 60 calendar days following the
completion of work or other termination of this Grant Agreement, or as soon as possible after the end
of the State biennium but in no case later than [15] calendar days following the end of the State
biennium unless Grant Agreement funds are re -appropriated by the Washington State Legislature in
accordance with Special Terms and Conditions Section 14 (Reappropriation).
If GRANTEE has or will be submitting any of the invoices attached to a request for payment for partial
reimbursement under another contract or grant agreement, GRANTEE must clearly identify such
contracts or grant agreements in the transmittal letter and request for payment.
Each request for payment must be accompanied by a Project Status Report, which describes, in
narrative form, the progress made on the Project since the last invoice was submitted as well as a
report of Project status to date. COMMERCE will not release payment for any reimbursement request
received unless and until the Project Status Report is received.
In the event that the Grant Agreement is executed or the award amount in Special Terms and
Conditions Section 2 (Compensation) is expended before construction completion of the Project, as
identified in Attachment A (Scope of Work), the GRANTEE agrees to continue providing complete
Project updates to their COMMERCE Representative quarterly or upon request.
COMMERCE will pay GRANTEE upon receipt and approval of properly completed invoices and
supporting documentation, which shall be submitted to the Representative for COMMERCE not more
often than monthly. After approving the Invoice Voucher and Project Status Report, COMMERCE
shall promptly remit a warrant to the GRANTEE. Payment shall be considered timely if made by
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COMMERCE within 30 calendar days after receipt of properly completed invoices. Payment shall be
sent to the address designated by the GRANTEE.
Notwithstanding the foregoing, COMMERCE may, in its sole discretion, holdback up to the final 10%
of grant funds until the Project is complete and the facility has been issued a Certificate of Occupancy
from the appropriate local permitting entity, or for projects without occupiable space, when
comparable evidence of Project completion is submitted by GRANTEE. COMMERCE will hold back
grant funds and shall not disburse such funds to the GRANTEE until the GRANTEE submits to
COMMERCE a copy of the issued Certificate of Occupancy or other COMMERCE -approved
evidence of completion. The evidence of completion must be submitted with GRANTEE's final
request for reimbursement.
10. CLOSEOUT CERTIFICATION
COMMERCE shall complete and send a Grant Closeout Correspondence when
A. All activities identified in the Scope of Work shown on Attachment A are complete and the Project
is useable to the public for the purpose intended by the Washington State Legislature, or
B. When final payment is made and GRANTEE has certified that the Project will be completed, and
the public benefit described will be maintained for the term of the Commitment Period as defined
in Special Terms and Conditions Section 6(B).
The GRANTEE shall respond to confirm receipt of the Grant Closeout Correspondence when there are
grant funds remaining at closeout that will be de -obligated.
Notwithstanding anything in A. or B. above, the right of COMMERCE to recapture funds or seek other
remedies for failure to make the Project usable to the public shall survive the closeout or termination of
this Grant Agreement.
COMMERCE reserves the right to request additional information related to the Project.
11. INSURANCE
A. Insurance Requirements for Reimbursable Activities
The GRANTEE must have insurance coverage that is substantially similar to the coverage described
in Section 11(B) below for all periods in which GRANTEE performed work for which it will seek
reimbursement. The intent of the required insurance is to protect the State of Washington should
there be any Claims, suits, actions, costs, damages, or expenses arising from any loss or negligent or
intentional act or omission of the GRANTEE or subgrantee/subcontractor, or agents of either, while
performing under the terms of this Grant Agreement.
B. Additional Insurance Requirements During the Term of the Grant Agreement
i. The GRANTEE shall provide proof to COMMERCE of insurance coverage that shall be
maintained in full force and effect, as indicated below, and shall submit renewal certificates
not less than 30 calendar days prior to expiration of each policy required under this Section:
a. 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 or related to this Grant
Agreement but in no less than $1,000,000 per occurrence. Additionally, the GRANTEE is
responsible for ensuring that any subgrantee/subcontractor provide adequate insurance
coverage for the activities arising out of or related to subgrants/subcontracts (if any).
Commercial General Liability Insurance coverage shall be maintained in full force and
effect during the term of this Grant Agreement and throughout the Commitment Period as
defined in Special Terms and Conditions Section 6(B).
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b. Property Insurance. The GRANTEE shall keep the property insured in an amount
sufficient to permit such insurance to be written at all times on a replacement cost basis.
Such insurance shall cover the following hazards, as applicable:
1. Loss or damage by fire and such other risks;
2. Loss or damage from leakage or sprinkler systems now or hereafter installed in any
building on the premises;
3. Loss or damage by explosion of steam boilers, pressure vessels, oil or gasoline
storage tanks, or similar apparatus now or hereafter installed in a building or building
on the premises.
This property insurance coverage must be maintained in full force and effect throughout
the term of this Grant Agreement and the Commitment Period as defined in Special
Terms and Conditions Section 6(B).
c. Professional Liability, Errors, and Omissions Insurance. If GRANTEE will be
providing any professional services to be reimbursed under this Grant Agreement, the
GRANTEE shall maintain Professional Liability or Errors and Omissions Insurance with
minimum limits of no less than $1,000,000 per occurrence to cover all activities by the
GRANTEE and licensed staff employed or under contract to the GRANTEE. The State of
Washington, the Department of Commerce, its agents, officers, and employees need not
be named as additional insureds under this policy. This insurance must be maintained
throughout the term of the Grant Agreement and the Commitment Period as defined in
Special Terms and Conditions Section 6(B). GRANTEE shall require that any
subgrantees/subcontractors providing professional services that are reimbursable under
this Grant Agreement maintain Professional Liability or Errors and Omissions Insurance
at the coverage levels set forth in this subsection.
d. Fidelity Insurance. Every officer, director, employee, or agent who is authorized to act
on behalf of the GRANTEE for the purpose of receiving or depositing funds into program
accounts or issuing financial documents, checks, or other instruments of payment for
program costs shall be insured to provide protection against loss where:
1. The amount of fidelity coverage secured pursuant to this Grant Agreement shall be
$2,000,000 or the highest of planned reimbursement for the Grant Agreement period,
whichever is lower. Fidelity insurance secured pursuant to this paragraph shall name
the State of Washington, the Department of Commerce, its agents, officers, and
employees as beneficiary.
2. Subgrantees/subcontractors that receive $10,000 or more per year in funding
through this Grant Agreement shall secure fidelity insurance as noted above. Fidelity
insurance secured by subgrantees/subcontractors pursuant to this paragraph shall
name the GRANTEE and the GRANTEE's fiscal agent (if any) as beneficiary.
3. Fidelity Insurance coverage shall be maintained in full force and effect from the start
date of this Grant Agreement until GRANTEE has submitted a Closeout Certification
Form, subject to the following: Fidelity Insurance must be issued on either (a) a "loss
sustained" basis; or (b) if issued on a "loss -discovered" basis, provide coverage for at
least 6 months following the date of COMMERCE's receipt of the Closeout
Certification Form.
4. Fidelity Insurance for Organizations with No Employees.
Notwithstanding Special Term and Condition 11(13)(4), the requirement for fidelity
insurance described in that term is hereby waived as long as the GRANTEE does not
have any employees (including, but not limited to, volunteers, work-study
placements, and interns).
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ii. The insurance required shall be issued by an insurance company authorized to do business
within the State of Washington. Except as otherwise set forth in this Section, each insurance
policy shall name "the State of Washington Department of Commerce, its agents, officers,
and employees" as additional insureds on all policies. All policies shall be primary to any
other valid and collectable insurance. The GRANTEE shall instruct the insurers to give
COMMERCE 30 calendar days' advance notice of any insurance cancellation or modification.
Ill. The GRANTEE shall submit to COMMERCE within 15 calendar days of the Grant Agreement
start date, a certificate of insurance which outlines the coverage and limits defined in this
insurance section including, without limitation, the type of insurance coverage under the
policy, the designated beneficiary, who is covered, the amounts, the period of coverage, and
that COMMERCE will be provided 30 days' advance written notice of cancellation. During the
term of the Grant Agreement, the GRANTEE shall submit renewal certificates not less than
30 calendar days prior to expiration of each policy required under this Section. Additionally,
GRANTEE shall provide copies of insurance instruments or certifications, at COMMERCE's
request and until six (6) months after COMMERCE has received a Closeout Certification
Form from GRANTEE. Copies of such insurance instruments and certifications will be
provided within 15 calendar days of COMMERCE's request unless otherwise agreed to by
the parties.
iv. GRANTEES and Local Governments that Participate in a Self -Insurance Program.
Self-Insured/Liability Pool or Self -Insured Risk Management Program — With prior approval
from COMMERCE, the GRANTEE may provide the coverage above under a self-
insured/liability pool or self -insured risk management program. In order to obtain permission
from COMMERCE, the GRANTEE shall provide: (1) a description of its self-insurance
program, and (2) a certificate and/or letter of coverage that outlines coverage limits and
deductibles. All self -insured risk management programs or self-insured/liability pool financial
reports must comply with Generally Accepted Accounting Principles (GAAP) and adhere to
accounting standards promulgated by 1) Governmental Accounting Standards Board
(GASB), 2) Financial Accounting Standards Board (FASB), and 3) the Washington State
Auditor's annual instructions for financial reporting. GRANTEE' 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, the Department of
Commerce, its agents, and employees need not be named as additional insured under a self -
insured property/liability pool, if the pool is prohibited from naming third parties as additional
insured.
GRANTEE shall provide annually to COMMERCE a summary of coverages and a letter of
self- insurance, evidencing continued coverage under GRANTEE' 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 Grant Agreement.
12. ORDER OF PRECEDENCE
In the event of an inconsistency in this Grant Agreement, the inconsistency shall be resolved by
giving precedence in the following order:
1) Applicable federal and State of Washington statutes and regulations
2) Special Terms and Conditions
3) General Terms and Conditions
4) Attachment A — Scope of Work
5) Attachment B — Project Budget
6) Attachment C — Certification of the Availability of Funds to Complete the Project
7) Attachment D — Certification of the Payment and Reporting of Prevailing Wages
8) Attachment E — Certification of Intent to Enter the Leadership in Energy and Environmental
Design (LEED) Certification Process
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9) Application as submitted by the GRANTEE for funding
10) Notice of Funding Availability
Program Guidelines, as revised. GRANTEE acknowledges that the Program Guidelines may be
revised by COMMERCE from time to time and agrees that the most recent version of the Guidelines
shall be applicable. COMMERCE will post notice on its website
htti)s://www.commerce.wa.gov/building-infrastructure/capital-facilities/ drawing attention to the
sections of the Guidelines that have been revised.
13. REDUCTION IN FUNDS
In the event that funds appropriated for the Project contemplated under this Grant Agreement are
withdrawn, reduced, or limited in any way by the Governor or the Washington State Legislature, or
other funding source, during the Grant Agreement period, the parties understand and agree that
COMMERCE may suspend, amend, or terminate the Grant Agreement to abide by the revised
funding limitations. The parties understand and agree that GRANTEE shall be bound by any such
revised funding limitations as implemented at the discretion of COMMERCE and shall meet and
renegotiate the Grant Agreement accordingly.
14. REAPPROPRIATION
A. The parties hereto understand and agree that any State funds not expended by the End Date
listed on the Face Sheet will lapse on that date unless specifically reappropriated by the
Washington State Legislature. If funds are so reappropriated, the State's obligation under the
terms of this Grant Agreement shall be contingent upon the terms of such reappropriation.
B. In the event any funds awarded under this Grant Agreement are reappropriated for use in a future
biennium, COMMERCE reserves the right to assign a reasonable share of any such
reappropriation for administrative costs.
15. OWNERSHIP OF PROJECT/CAPITAL FACILITIES
COMMERCE makes no claim to any real property improved or constructed with funds awarded under
this Grant Agreement 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 Grant
Agreement; provided, however, that COMMERCE may be granted a security interest in real
property to secure funds awarded under this Grant Agreement. This provision does not extend to
Claims that COMMERCE may bring against the GRANTEE in recapturing funds expended in violation
of this Grant Agreement.
16. CHANGE OF OWNERSHIP OR USE FOR GRANTEE -OWNED PROPERTY
A. The GRANTEE understands and agrees that any and all real property or facilities owned by the
GRANTEE that are acquired, constructed, or otherwise improved using state funds under this
Grant Agreement shall be held and used by the GRANTEE for the purpose or purposes stated
elsewhere in this Grant Agreement for the Commitment Period as defined in Special Terms and
Conditions Section 6(B).
B. This provision shall not be construed to prohibit the GRANTEE from selling any property or
properties described in this Section; provided, however, that any such sale shall be subject to
prior review and approval by COMMERCE and that all proceeds from such sale shall be applied
to the purchase price of a different facility or facilities of equal or greater value than the original
facility and that any such new facility or facilities will be used for the purpose or purposes stated
elsewhere in this Grant Agreement.
C. In the event the GRANTEE is found to be out of compliance with this Section, the GRANTEE
shall repay to the state general fund or state building construction account, as determined solely
by COMMERCE, pursuant to General Terms and Conditions Section 34, the principal amount of
the funds disbursed under the Grant Agreement, along with interest at the rate of the higher of: (i)
five percent (5%) per annum, or (ii) the rate of interest of state of Washington general obligation
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bonds issued on the date most close in time to the effective date in which legislation authorized
funding for the subject facility. Repayment shall be made pursuant to General Terms and
Conditions Section 34 (Recapture). This repayment is in addition to any other remedies available
at law or in equity.
17. CHANGE OF USE FOR LEASED PROPERTY PERFORMANCE MEASURE
A. The GRANTEE understands and agrees that any and all real property or facilities leased by the
GRANTEE that are constructed, renovated, or otherwise improved using state funds under this
Grant Agreement shall be used by the GRANTEE for the purpose or purposes stated elsewhere
in this Grant Agreement for a period of the Commitment Period as defined in Special Terms and
Conditions Section 6(B).
B. In the event the GRANTEE is found to be out of compliance with this Section, the GRANTEE
shall repay to the state general fund or state building construction account, as determined solely
by COMMERCE, pursuant to General Terms and Conditions Section 34, the principal amount of
the funds disbursed under the Grant Agreement, along with interest at the rate of the higher of: (i)
five percent (5%) per annum, or (ii) the rate of interest of state of Washington general obligation
bonds issued on the date most close in time to the effective date in which legislation authorized
funding for the subject facility Repayment shall be made pursuant to General Terms and
Conditions Section 34 (Recapture). This repayment is in addition to any other remedies available
at law or in equity.
18. MODIFICATION TO THE PROJECT BUDGET
A. Notwithstanding any other provision of this Grant Agreement, the GRANTEE may, its discretion,
make modifications to Grant Amounts associated with line item(s) in Attachment B (Project
Budget) that will not increase the Grant Amounts associated with line item(s) by more than 20%.
B. The GRANTEE shall notify COMMERCE in writing by email when proposing any budget
modification or modifications to a line item in Attachment B (Project Budget) that would increase
the Grant Amounts associated with line item(s) by more than 20%. Conversely, COMMERCE
may initiate the budget modification approval process if presented with a request for payment
under this Grant Agreement that would cause one or more budget line items to exceed the 20%
threshold increase described above.
C. Any such budget modification or modifications as described above shall require the written
approval of COMMERCE by email, and such written approval shall amend the Project Budget.
Each party to this Grant Agreement will retain and make any and all documents related to such
budget modifications a part of their respective Grant Agreement file.
D. Nothing in this Section shall be construed to permit an increase in the amount of funds available
for the Project, as set forth in Special Terms and Conditions Section 2 (Compensation) of this
Grant Agreement.
19. SIGNAGE, MARKERS AND PUBLICATIONS
A. Taxpayers of Washington State as participant in funding Project
If, during the period covered by this Grant Agreement, the GRANTEE displays or circulates any
communication, publication, or donor recognition identifying the financial participants in the
Project, any such communication or publication must identify "The Taxpayers of Washington
State" as a participant.
B. Ensure coordinated Climate Commitment Act branding.
If Climate Commitment Act funding is involved in this Grant Agreement, then the following
provisions apply to GRANTEE and its subgrantees/subcontractors including, without limitation,
any and all contractors, subgrantees/subcontractors, service providers, and others who assist
GRANTEE in implementing the Project in order to strengthen public awareness of how CCA
funding is used and to ensure consistent branding and funding acknowledgments:
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Funding source acknowledgement. - The GRANTEE must display or circulate in any and all
communications including, without limitation, on websites and in announcements, press
releases, and publications used for media -related activities, publicity, and public outreach
that: "This project is supported with funding from Washington's Climate Commitment Act. The
CCA supports Washington's climate action efforts by putting cap -and -invest dollars to work
reducing climate pollution, creating jobs, and improving public health. Information about the
CCA is available at www.climate.wa.gov."
Include the "Climate Commitment Act" logo at climate.wa.gov/brandtoolkit, consistent with the
branding guidelines posted at climate.wa.gov/brandtoolkit for:
a. any Project website or webpage that includes logos from other funding partners; and/or
b. any Project media or public information materials that include logos from other funding
partners; and/or
c. On -site signage, to the extent possible. By way of example only, this means that for
consumer -related projects or programs, a decal may be placed on front of installed heat
pump or a logo printed on a delivery tag.
iii. The GRANTEE is responsible for ensuring that its subgrantees/subcontractors comply with
Section 19(B).
20. HISTORICAL AND CULTURAL ARTIFACTS
Prior to approval and disbursement of any funds awarded under this Grant Agreement, GRANTEE
shall cooperate with COMMERCE to complete the requirements of Governor's Executive Order 21-02
or GRANTEE shall complete a review under Section 106 of the National Historic Preservation Act, if
applicable. GRANTEE agrees that the GRANTEE is legally and financially responsible for compliance
with all laws, regulations, and agreements related to the preservation of historical or cultural
resources and agrees to hold harmless COMMERCE and the State of Washington in relation to any
claim related to such historical or cultural resources discovered, disturbed, or damaged as a result of
the Project funded by this Grant Agreement.
In addition to the requirements set forth in this Grant Agreement, GRANTEE shall, in accordance with
Governor's Executive Order 21-02 as applicable, coordinate with COMMERCE and 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 Project. GRANTEE agrees to avoid, minimize, or
mitigate impacts to the cultural resource as a continuing prerequisite to receipt of funds under this
Grant Agreement.
The GRANTEE agrees that, unless the GRANTEE 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 GRANTEE shall immediately stop construction and notify the
local historical preservation officer and the State's historical preservation officer at DAHP, and the
COMMERCE Representative identified on the Face Sheet. If human remains are uncovered, the
GRANTEE 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 GRANTEE shall require this provision to be contained in all subgrants/subcontracts for work or
services related to the Project described in Attachment A (Scope of Work).
In addition to the requirements set forth in this Grant Agreement, GRANTEE 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 21-02.
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In the event that the GRANTEE finds it necessary to amend the Project described in Attachment A
(Scope of Work), the GRANTEE may be required to re -comply with Governor's Executive Order 21-
02 or Section 106 of the National Historic Preservation Act.
21. TERMINATION FOR FRAUD OR MISREPRESENTATION
In the event the GRANTEE commits fraud or makes any misrepresentation in connection with the
grant application or during the performance of this Grant Agreement, COMMERCE reserves the right
to terminate or amend this Grant Agreement, accordingly, including the right to recapture all funds
disbursed to the GRANTEE under the Grant Agreement.
22. FRAUD AND OTHER LOSS REPORTING
GRANTEE shall report in writing all known or suspected fraud or other loss of any funds or other
property furnished under this Grant Agreement immediately or as soon as practicable to the
COMMERCE Representative identified on the Face Sheet.
23. PUBLIC RECORDS ACT
Notwithstanding General Terms and Conditions Section 13 (Confidentiality/Safeguarding of
Information), COMMERCE is a public agency subject to the Public Records Act, RCW 42.56 (PRA).
Under the PRA, all materials relating to the conduct of government or the performance of any
governmental or proprietary function prepared, owned, used, or retained by COMMERCE or its
functional equivalents are considered public records. The PRA requires that public records
responsive to a public records request be promptly produced unless the PRA or an "other statute"
exempts such records from production. This Grant Agreement is not intended to alter COMMERCE's
obligations under the PRA. The parties agree that if COMMERCE receives a public records request
for files that may include confidential information under General Terms and Conditions Section 13
(Confidentiality/Safeguarding of Information), COMMERCE may notify the other party of the request
and of the date that the records will be released to the requester unless GRANTEE obtains a court
order enjoining disclosure. If the GRANTEE fails to obtain the court order enjoining disclosure,
COMMERCE may release the requested information on the date specified. If the GRANTEE obtains
a court order from a court of competent jurisdiction enjoining disclosure pursuant to the PRA,
COMMERCE shall maintain the confidentiality of the information per the court order.
24. APPLICABILITY OF COPYRIGHT PROVISIONS TO ARCHITECTURAL/ENGINEERING DESIGN
WORK
General Terms and Conditions Section 16 (Copyright Provisions) are not intended to apply to any
architectural and engineering design work funded by this Grant Agreement.
25. TREATMENT OF ASSETS
Title to all property furnished by COMMERCE shall remain in COMMERCE. General Terms and
Conditions Section 47 (Treatment of Assets) is superseded by this provision.
26. APPLICATION OF GRANT AGREEMENT TO SUBGRANTORS/SUBCONTRACTORS
The obligations in this Grant Agreement apply only to subgrantees/subcontractors for
subgrants/subcontracts that the GRANTEE is seeking reimbursement for by COMMERCE.
Notwithstanding this, GRANTEE may use subgrantees/subcontractors to perform the Project, and if
doing so, the GRANTEE is responsible for all of the subgrantees/subcontractors' work and ensuring
compliance with the requirements of this Grant Agreement. GRANTEE agrees that it assumes all
liability for the subgrantees/subcontractors' work and will indemnify the State for any and all Claims
related to subcontractors/subgrantees' work.
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GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
1. DEFINITIONS
As used throughout this Grant Agreement, 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. "Claim" shall mean any and all claims, losses, costs, damage, expenses, liabilities, liens, actions,
causes of action (whether in tort or contract, law or equity, or otherwise), and attorneys' fees and
costs.
C. "COMMERCE" shall mean the Washington State Department of Commerce.
D. "Grant Agreement" shall mean the entire written agreement between COMMERCE and the
GRANTEE, including any attachments, exhibits, documents, or materials incorporated by
reference, and any amendments executed by the parties.
E. "GRANTEE" shall mean the entity identified on the Face Sheet performing service(s) under this
Grant Agreement and shall include all employees and agents of the GRANTEE.
F. "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.
G. "State" shall mean the State of Washington.
H. "Subgrantee/subcontractor" shall mean one not in the employment of the GRANTEE, who is
performing all or part of those services under this Grant Agreement under a separate subcontract
or subgrant with the GRANTEE. The term "subgrantee/subcontractor" refers to
subgrantees/subcontractors of any tier.
2. ACCESS TO DATA
In compliance with RCW 39.26.180, the GRANTEE shall provide access to data generated under this
Grant Agreement to COMMERCE, the Joint Legislative Audit and Review Committee, and the Office
of the State Auditor at no additional cost. This includes access to all information that supports the
findings, conclusions, and recommendations of the GRANTEE's reports, including computer models
and the methodology for those models.
3. ADVANCE PAYMENTS PROHIBITED
No payments in advance of or in anticipation of goods or services to be provided under this Grant
Agreement shall be made by COMMERCE.
4. ALL WRITINGS CONTAINED HEREIN
This Grant Agreement contains all the terms and conditions agreed upon by the parties. Such
amendments shall not be binding unless they are in writing and signed by personnel authorized to
bind each of the parties. No other understandings, oral or otherwise, regarding the subject matter of
this Grant Agreement shall be deemed to exist or to bind any of the parties hereto.
5. ALLOWABLE COSTS
Costs allowable under this Grant Agreement are actual expenditures according to an approved
budget up to the maximum amount stated on the Grant Agreement Award or Amendment Face
Sheet.
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6. AMENDMENTS
This Grant Agreement 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. No other understandings, oral or otherwise, regarding the subject matter of this Grant
Agreement shall be deemed to exist or to bind any of the parties hereto.
7. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, ALSO
REFERRED TO AS THE "ADA" 28 CFR PART 35
The GRANTEE must comply with the ADA, which provides comprehensive civil rights protection to
individuals with disabilities in the areas of employment, public accommodations, state and local
government services, and telecommunications.
8. ASSIGNMENT
Neither this Grant Agreement nor any Claim arising under this Grant Agreement, shall be transferred
or assigned by the GRANTEE without prior written consent of COMMERCE.
9. ATTORNEYS' FEES
Unless expressly permitted under another provision of the Grant Agreement, in the event of litigation
or other action brought to enforce Grant Agreement terms, each party agrees to bear its own
attorneys' fees and costs.
10. AUDIT
A. General Requirements
COMMERCE reserves the right to require an audit. If required, GRANTEEs are required to
procure audit services, at the request of COMMERCE, and provide documentation of the audit to
COMMERCE based on the following guidelines.
The GRANTEE shall maintain its records and accounts so as to facilitate audits and shall ensure
that subgrantees/subcontractors also maintain auditable records.
The GRANTEE is responsible for any audit exceptions incurred by its own organization or that of
its subgrantees/subcontractors.
COMMERCE reserves the right to recover from the GRANTEE all disallowed costs resulting from
the audit.
Responses to any unresolved management findings and disallowed or questioned costs shall be
included with the audit report. The GRANTEE must respond to COMMERCE requests for
information or corrective action concerning audit issues within 30 calendar days of the date of
request.
B. State Funds Requirements
In the event an audit is required, if the GRANTEE is a state or local government entity, the Office
of the State Auditor shall conduct the audit. Audits of non-profit organizations are to be conducted
by a qualified certified public accountant.
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The GRANTEE shall include the above audit requirements in any and all subgrants or
subcontracts.
In any case, the GRANTEE's records must be available for review by COMMERCE at any time
during the Commitment Period as defined in Special Terms and Conditions Section 6(B).
C. Documentation Requirements
The GRANTEE must send a copy of the audit report described above no later than 9 months after
the end of the GRANTEE's fiscal year(s) by sending a scanned copy to
comacctoffice@commerce.wa.gov or a hard copy to:
Washington State 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 GRANTEE must include:
L Corrective action plan for audit findings within three (3) months of the audit being received
by COMMERCE; and
H. Copy of the Management Letter.
If the GRANTEE 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.
11. BREACHES OF OTHER STATE CONTRACTS
GRANTEE is expected to comply with all other contracts and grant agreements executed between
GRANTEE and the State of Washington. A breach of any other contract or grant agreement entered
into between GRANTEE and the State of Washington may, in COMMERCE's sole discretion, be
deemed a breach of this Grant Agreement.
12. 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.
13. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
A. "Confidential Information" as used in this Section includes:
L All material provided to the GRANTEE by COMMERCE that is designated as "confidential"
by COMMERCE; and
ii. All material produced by the GRANTEE that is designated as "confidential" by
COMMERCE; and
iii. All Personal Information in the possession of the GRANTEE that may not be disclosed
under state or federal law.
B. The GRANTEE shall comply with all state and federal laws related to the use, sharing, transfer,
sale, or disclosure of Confidential Information. The GRANTEE shall use Confidential Information
solely for the purposes of this Grant Agreement and shall not use, share, transfer, sell, or disclose
any Confidential Information to any third party except with the prior written consent of
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COMMERCE or as may be required by law. The GRANTEE shall take all necessary steps to
assure that Confidential Information is safeguarded to prevent unauthorized use, sharing,
transfer, sale, or disclosure of Confidential Information or violation of any related state or federal
laws. Upon request, the GRANTEE shall provide COMMERCE with its policies and procedures
on confidentiality. COMMERCE may require changes to such policies and procedures as they
apply to this Grant Agreement whenever COMMERCE reasonably determines that changes are
necessary to prevent unauthorized disclosures. The GRANTEE shall make the changes within
the time period specified by COMMERCE. Upon request, the GRANTEE shall immediately return
to COMMERCE any Confidential Information that COMMERCE reasonably determines has not
been adequately protected by the GRANTEE against unauthorized disclosure.
C. Unauthorized Use or Disclosure. The GRANTEE shall notify COMMERCE within 5 working days
of GRANTEE's discovery 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.
14. CONFORMANCE
If any provision of this Grant Agreement 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.
15. CONFLICT OF INTEREST
Notwithstanding any determination by the Executive Ethics Board or other tribunal, COMMERCE
may, in its sole discretion, by written notice to the GRANTEE terminate this Grant Agreement if it is
found after due notice and examination by COMMERCE that there is a violation of the Ethics in Public
Service Act, RCW 42.52 and RCW 42.23, or any similar statute involving the GRANTEE in the
procurement of, or performance under, this Grant Agreement.
Specific restrictions apply to contracting with current or former state employees pursuant to RCW
42.52. The GRANTEE and all subgrantees/subcontractors (if any) must identify any person employed
in any capacity by the State of Washington that worked on this Grant Agreement, or any matter
related to the Project funded under this Grant Agreement or any other state funded project, including,
but not limited to, formulating or drafting legislation, participating in grant procurement, planning and
execution, awarding grants, or monitoring grants, during the 24 month period preceding the start date
of this Grant Agreement. Any person identified by the GRANTEE and their
subgrantees/subcontractors (if any) must be identified individually by name, the agency previously or
currently employed by, job title or position held, and separation date. If it is determined by
COMMERCE that a conflict of interest exists, the GRANTEE may be disqualified from further
consideration for the award of a grant.
In the event this Grant Agreement is terminated as provided above, COMMERCE shall be entitled to
pursue the same remedies against the GRANTEE as it could pursue in the event of a breach of the
Grant Agreement by the GRANTEE. 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 Section 18 General Terms and Conditions (Disputes) of
this Grant Agreement.
16. COPYRIGHT PROVISIONS
Unless otherwise provided, all Materials produced under this Grant Agreement 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 that the Materials are not
considered "works for hire" under the U.S. Copyright laws, the GRANTEE hereby irrevocably assigns
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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, and register as well
as the ability to transfer these rights.
For Materials that are delivered under the Grant Agreement, but that incorporate pre-existing
materials not produced under the Grant Agreement, the GRANTEE 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
GRANTEE warrants and represents that the GRANTEE has all rights and permissions, including
intellectual property rights, moral rights, and rights of publicity, necessary to grant such a license to
COMMERCE.
The GRANTEE shall exert all reasonable effort to advise COMMERCE, at the time of delivery of
Materials furnished under this Grant Agreement, of all known or potential invasions of privacy
contained therein and of any portion of such document which was not produced in the performance of
this Grant Agreement. The GRANTEE shall provide COMMERCE with prompt written notice of each
notice or claim of infringement received by the GRANTEE with respect to any Materials delivered
under this Grant Agreement. COMMERCE shall have the right to modify or remove any restrictive
markings placed upon the Materials by the GRANTEE.
17. DISALLOWED COSTS
The GRANTEE is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its subgrantees/subcontractors.
18. DISPUTES
Except as otherwise provided in this Grant Agreement, when a dispute arises between the parties
and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the
Director of COMMERCE, who may designate a neutral person to decide the dispute.
The request for a dispute hearing must:
L be in writing;
ii. state the disputed issues;
iii. state the relative positions of the parties;
iv. state the GRANTEE's name, address, and Grant Agreement number; and
V. be mailed to the Director and the other party's (respondent's) Grant Agreement
Representative within 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
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.
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The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial
tribunal.
Nothing in this Grant Agreement 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.
19. DUPLICATE PAYMENT
COMMERCE shall not pay the GRANTEE, if the GRANTEE has charged or will charge the State of
Washington or any other party under any other grant, subgrant/subcontract, contract, or agreement,
for the same services or expenses. The GRANTEE certifies that work to be performed under this
Grant Agreement does not duplicate any work to be charged against any other grant,
subgrant/subcontract, contract, or agreement.
20. GOVERNING LAW AND VENUE
This Grant Agreement 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.
21. INDEMNIFICATION
To the fullest extent permitted by law, the GRANTEE shall indemnify, defend, and hold harmless the
State of Washington, COMMERCE, agencies of the State, and all officials, agents, employees, and
representatives of the State, from and against all Claims for injuries or death arising out of or resulting
from the performance of the Grant Agreement.
The GRANTEE'S obligation to indemnify, defend, and hold harmless includes any Claim by any and
all of GRANTEE'S agents, employees, representatives, and/or subgrantee(s)/subcontractor(s) (and
their agents, employees, and representatives, to the extent that GRANTEE is using any
subgrantee/subcontractor for the Project).
The GRANTEE'S obligations shall not include such Claims that may be caused by the sole
negligence of the State and its agencies, officials, agents, and/or employees. If the Claims or
damages are caused by or result from the concurrent negligence of (a) the State, its agents, and/or
employees and (b) the GRANTEE, its subgrantees/subcontractors, agents, and/or employees, this
indemnity provision shall be valid and enforceable only to the extent of the negligence of the
GRANTEE (and/or its subgrantees/subcontractors) and their agents, officers, representatives, and/or
employees.
The GRANTEE waives its immunity under RCW 51 to the extent it is required to indemnify, defend,
and hold harmless the State and its agencies, officers, agents, and/or employees.
22. INDEPENDENT CAPACITY OF THE GRANTEE
The parties intend that an independent contractor relationship will be created by this Grant
Agreement. The GRANTEE and its employees, officers, representatives, and/or agents performing
under this Grant Agreement are not employees or agents of the State of Washington or
COMMERCE. The GRANTEE will not hold itself out as or claim to be an officer or employee of
COMMERCE or of the State of Washington by reason hereof, nor will the GRANTEE make any claim
of right, privilege, or benefit which would accrue to such officer or employee under law. Conduct and
control of the work associated with the Project will be solely with the GRANTEE.
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23. INDUSTRIAL INSURANCE COVERAGE
The GRANTEE shall comply with all applicable provisions of RCW 51 (Industrial Insurance). If the
GRANTEE fails to provide industrial insurance coverage or fails to pay premiums or penalties on
behalf of its employees as may be required by law, COMMERCE may collect from the GRANTEE the
full amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount
owed by the GRANTEE to the accident fund from the amount payable to the GRANTEE by
COMMERCE under this Grant Agreement and transmit the deducted amount to the Department of
Labor and Industries (L&I) Division of Insurance Services. This provision does not waive any of L&I's
rights to collect from the GRANTEE.
24. LAWS
The GRANTEE shall comply with all applicable laws, ordinances, codes, regulations, and policies of
local and state and federal governments, as now or hereafter amended.
25. LICENSING, ACCREDITATION, AND REGISTRATION
The GRANTEE shall comply with all applicable local, state, and federal licensing, accreditation, and
registration requirements or standards necessary for the performance of this Grant Agreement.
26. LIMITATION OF AUTHORITY
Only the Authorized Representative or Authorized Representative's delegate by writing (delegation to
be made prior to action) shall have the express, implied, or apparent authority to enter, alter, amend,
modify, or waive any clause or condition of this Grant Agreement. Furthermore, any alteration,
amendment, modification, or waiver of any clause or condition of this Grant Agreement is not effective
or binding unless made in writing and signed by the Authorized Representative.
27. LOCAL PUBLIC TRANSPORTATION COORDINATION
Where applicable, GRANTEE shall participate in local public transportation forums and implement
strategies designed to ensure access to services.
28. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS
A. During the performance of this Grant Agreement, the GRANTEE, including any
subgrantee/subcontractor, shall comply with all federal, state, and local nondiscrimination laws,
regulations, and policies including, but not be limited to, not discriminate on the bases
enumerated at RCW 49.60.530(3). In addition, GRANTEE, including any subcontractor, shall give
written notice of this nondiscrimination requirement to any labor organizations with which
GRANTEE, or subgrantee/subcontractor, has a collective bargaining or other agreement. The
funds provided under this Grant Agreement shall not be used to fund religious worship, exercise,
or instruction. No person shall be required to participate in any religious worship, exercise, or
instruction in order to have access to the facilities funded by this Grant Agreement.
B. Obligation to Cooperate. GRANTEE, including any subcontractor, shall cooperate and comply
with any Washington state agency investigation regarding any allegation that GRANTEE,
including any subgrantee/subcontractor, has engaged in discrimination prohibited by this Grant
Agreement pursuant to RCW 49.60.530(3).
C. Default. Notwithstanding any provision to the contrary, COMMERCE may suspend GRANTEE,
including any subgrantee/subcontractor, upon notice of a failure to participate and cooperate with
any state agency investigation into alleged discrimination prohibited by this Grant Agreement,
pursuant to RCW 49.60.530(3). Any such suspension will remain in place until COMMERCE
receives notification that GRANTEE, including any subgrantee/subcontractor, is cooperating with
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the investigating state agency. In the event GRANTEE, or subgrantee/subcontractor, is
determined to have engaged in discrimination identified at RCW 49.60.530(3), COMMERCE may
terminate this Agreement in whole or in part, and GRANTEE, subgrantee/subcontractor, or both,
may be referred for debarment as provided in RCW 39.26.200. GRANTEE or
subgrantee/subcontractor may be given a reasonable time in which to cure this noncompliance,
including implementing conditions consistent with any court -ordered injunctive relief or settlement
agreement.
29. PAY EQUITY
The GRANTEE agrees to ensure that "similarly employed" individuals in its workforce are compensated
as equals, consistent with the following:
A. Employees are "similarly employed" if the individuals work for the same employer, the
performance of the job requires comparable skill, effort, and responsibility, and the jobs are
performed under similar working conditions. Job titles alone are not determinative of whether
employees are similarly employed;
B. GRANTEE may allow differentials in compensation for its workers if the differentials are based in
good faith and on any of the following:
L A seniority system; a merit system; a system that measures earnings by quantity or quality
of production; a bona fide job -related factor or factors; or a bona fide regional difference in
compensation levels; and/or
ii. A bona fide job -related factor or factors may include, but not be limited to, education,
training, or experience that is: Consistent with business necessity; not based on or derived
from a gender -based differential; and accounts for the entire differential; and/or
III. A bona fide regional difference in compensation level must be: Consistent with business
necessity; not based on or derived from a gender -based differential; and account for the
entire differential.
This Grant Agreement may be terminated by COMMERCE, if COMMERCE or the Department of
Enterprise Services determines that the GRANTEE is not in compliance with this Section.
30. POLITICAL ACTIVITIES
Political activity of GRANTEE employees and officers are limited by the Campaign Disclosure and
Contribution provisions of RCW 42.17a 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.
31. PREVAILING WAGE LAW
The GRANTEE certifies that all subgrantees/subcontractors performing work on the Project shall
comply with State Prevailing Wages on Public Works, RCW 39.12, as applicable to the Project
funded by this Grant Agreement, including, but not limited to, the filing of the "Statement of Intent to
Pay Prevailing Wages" and "Affidavit of Wages Paid" as required by RCW 39.12.040. The GRANTEE
shall maintain records sufficient to evidence compliance with RCW 39.12 and shall make such
records available for COMMERCE's review upon request. The GRANTEE is advised to consult the
Industrial Statistician at the Washington Department of Labor and Industries to determine whether
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prevailing wages must be paid. COMMERCE is not responsible for determining whether prevailing
wage applies to this Project or for any prevailing wage payments that may be required by law.
32. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION
The funds provided under this Grant Agreement shall not be used in payment of any bonus or
commission for the purpose of obtaining approval of the application for such funds or any other
approval or concurrence under this Grant Agreement provided, however, that reasonable fees or
bona fide technical consultant, managerial, or other such services, other than actual solicitation, are
not hereby prohibited if otherwise eligible as Project costs.
33. PUBLICITY
The GRANTEE agrees not to publish or use any advertising or publicity materials in which the State
of Washington or COMMERCE's name is mentioned, or language used from which the connection
with the State of Washington's or COMMERCE's name may reasonably be inferred or implied,
without the prior written consent of COMMERCE.
34. RECAPTURE
In the event that the GRANTEE fails to perform this Grant Agreement in accordance with state or
federal laws, and/or the provisions of this Grant Agreement, COMMERCE reserves the right to
recapture funds in an amount to compensate COMMERCE for the noncompliance (which may include
all funds disbursed under the Grant Agreement, along with interest at the rate of the higher of: (i) five
percent (5%) per annum, or (ii) the rate of interest of state of Washington general obligation bonds
issued on the date most close in time to the effective date in which legislation authorized funding for
the subject facility) in addition to any other remedies available at law or in equity.
COMMERCE's ability to recapture or seek remedies shall survive any receipt of a Closeout
Certification Form or termination of this Grant Agreement.
Repayment by the GRANTEE of funds under this Section shall occur within the time period specified
by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due
under this Grant Agreement.
35. RECORDS MAINTENANCE
The GRANTEE shall maintain books, records, documents, data, and other evidence relating to this
Grant Agreement 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 Grant Agreement.
GRANTEE shall retain such records for a period of 6 years following the date of final payment. At no
additional cost, these records, including materials generated under the Grant Agreement, 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 6 year period, the records shall
be retained until all litigation, Claims, or audit findings involving the records have been resolved.
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36. REGISTRATION WITH DEPARTMENT OF REVENUE AND SECRETARY OF STATE
If required by law, the GRANTEE shall complete registration with the Washington State Department
of Revenue. Nonprofit and for -profit businesses must also be registered with the Washington
Secretary of State and current with all required filings.
37. RIGHT OF INSPECTION
At no additional cost, the GRANTEE shall provide right of access to its facilities to COMMERCE, or
any of its officers, or to any other authorized agent or official of the State of Washington or the federal
government, at all reasonable times, in order to monitor and evaluate performance, compliance,
and/or quality assurance under this Grant Agreement. At no additional cost, the GRANTEE shall also
provide any documents related to this Grant Agreement to COMMERCE upon request to assist
COMMERCE in the periodic monitoring of this Grant Agreement.
38. SAVINGS
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way
after the effective date of this Grant Agreement and prior to normal completion, COMMERCE may
terminate the Grant Agreement under the "Termination for Convenience" clause, without the 10
calendar day notice requirement. In lieu of termination, the Grant Agreement may be amended to
reflect the new funding limitations and conditions.
39. SEVERABILITY
The provisions of this Grant Agreement are intended to be severable. If any term or provision is illegal
or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the
remainder of the Grant Agreement.
40. SITE SECURITY
While on COMMERCE premises, GRANTEE, its agents, employees, and/or
subgrantees/subcontractors shall conform in all respects with physical, fire, and other security policies
or regulations.
41. SUBGRANTING/SUBCONTRACTING
A. GRANTEE must execute binding agreements with all subgrantees/subcontractors that will
perform work under this Grant Agreement.
B. GRANTEE must ensure that any and all subgrantees/subcontractors that perform work related to
this Project are duly authorized and licensed in Washington State to perform the work
contemplated by this Grant Agreement.
C. Neither the GRANTEE nor any subgrantee/subcontractor shall enter into subgrants/subcontracts
for any of the work associated with the Project contemplated under this Grant Agreement without
obtaining prior written approval of COMMERCE. In no event shall the existence of the
subgrant/subcontract operate to release or reduce the liability of the GRANTEE to COMMERCE
for any breach in the performance of the GRANTEE's duties. This clause does not include grants
of employment between the GRANTEE and personnel assigned to perform work associated with
the Project under this Grant Agreement.
D. Additionally, the GRANTEE is responsible for ensuring that all terms, conditions, assurances, and
certifications set forth in this Grant Agreement are carried forward to any subgrants/subcontracts.
Every subgrant/subcontract shall include a term that COMMERCE and the State of Washington
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are not liable for Claims or damages arising from a subgrantee's/subcontractor's performance of
the subgrant/subcontract. GRANTEE and its subgrantees/subcontractors agree not to release,
divulge, publish, transfer, sell or otherwise make known to unauthorized persons personal
information without the express written consent of COMMERCE or as provided by law.
E. Data Collection - GRANTEE will submit reports, in a form and format to be provided by
COMMERCE and at intervals as agreed by the parties, regarding work under this Grant
Agreement performed by subgrantees/subcontractors and the portion of grant funds expended for
work performed by subgrantees/subcontractors, including, but not necessarily limited to, minority -
owned, woman -owned, and veteran -owned business subgrantees/ subcontractors.
F. The GRANTEE shall maintain written procedures related to subgrantees/subcontractors as well
as copies of all subgrants and subcontracts and associated records. For cause, COMMERCE in
writing may: (a) require the GRANTEE to amend its procedures for subgrantees/subcontractors
as they relate to this Grant Agreement; (b) prohibit the GRANTEE from hiring
subgrantees/subcontractors with a particular person or entity; or (c) require the GRANTEE to
rescind or amend a subgrant or subcontract.
G. The GRANTEE is responsible to COMMERCE if the subgrantee/subcontractor fails to comply
with any applicable term or condition of this Grant Agreement. The GRANTEE shall appropriately
monitor the activities of the subgrantee/subcontractor to assure fiscal conditions of this Grant
Agreement. In no event shall the existence of a subgrant or subcontract operate to release or
reduce the liability of the GRANTEE to COMMERCE for any breach in the performance of the
GRANTEE's duties.
H. Every subgrantee/subcontractor shall include a term that COMMERCE and the State are not
liable for claims or damages arising from a subgrantee's/subcontractor's performance of the
subgrant or subcontract.
42. SURVIVAL
The terms, conditions, and warranties contained in this Grant Agreement that by their sense and
context are intended to survive the completion of the performance, cancellation, or termination of this
Grant Agreement shall so survive including, without limitation, any Recapture provision in this Grant
Agreement.
43. TAXES
All payments accrued on account of payroll taxes, unemployment contributions, the GRANTEE's
income or gross receipts, and/or any other taxes, insurance, or expenses for the GRANTEE or its
staff shall be the sole responsibility of the GRANTEE.
44. TERMINATION FOR CAUSE
In the event COMMERCE determines the GRANTEE has failed to comply with the conditions of this
Grant Agreement in a timely manner, COMMERCE has the right to suspend or terminate this Grant
Agreement. Before suspending or terminating the Grant Agreement, COMMERCE shall notify the
GRANTEE in writing of the need to take corrective action. If corrective action is not taken within 30
calendar days, the Grant Agreement may be terminated or suspended.
In the event of termination or suspension, the GRANTEE shall be liable for damages as authorized by
law including, but not limited to, any cost difference between the original Grant Agreement and the
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replacement or cover Grant Agreement and all administrative costs directly related to the replacement
Grant Agreement (e.g., cost of the competitive bidding, mailing, advertising and staff time).
COMMERCE reserves the right to suspend all or part of the Grant Agreement, withhold further
payments, or prohibit the GRANTEE from incurring additional obligations of funds during investigation
of the alleged compliance breach and pending corrective action by the GRANTEE or a decision by
COMMERCE to terminate the Grant Agreement. A termination shall be deemed a "Termination for
Convenience" under General Terms and Conditions Section 45 (Termination for Convenience) if it is
determined that the GRANTEE: (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 Grant Agreement are not exclusive and are
in addition to any other rights and remedies provided by law.
45. TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Grant Agreement, COMMERCE may, by 10 business days
written notice, beginning on the second day after written notice is sent, terminate or suspend this
Grant Agreement, in whole or in part. If this Grant Agreement is so terminated or suspended,
COMMERCE shall be liable only for payment required under the terms of this Grant Agreement for
services rendered or goods delivered prior to the effective date of termination or suspension.
46. TERMINATION OR SUSPENSION FOR LOSS OR REDUCTION OF FUNDING
The Washington State Constitution Article 8 Section 4 and RCW 43.88.130 and RCW 43.88.290
prohibit the expenditure or commitment of state funds in the absence of appropriation. In the event
that funding or appropriation is not available at the time the request for reimbursement and supporting
documentation are submitted, the issuance of payments will be delayed or suspended until such time
as funds or appropriation become available. If funding does not become available within a reasonable
time, COMMERCE may terminate the Grant Agreement, by notice to the GRANTEE Representative.
Termination shall be effective as of the date of suspension.
If the Grant Agreement amount is not fully drawn down and should the Washington State Legislature
fail to enact a budget appropriating funds to fulfill the contractual obligation outlined in this Grant
Agreement by midnight of June 30 of each odd -number year, the GRANTEE shall immediately
suspend all reimbursable work under this Grant Agreement and take all reasonable steps necessary
to minimize the cost of performance directly attributable to such suspension until the suspension is
cancelled. COMMERCE shall notify the GRANTEE immediately upon the lifting of the suspension.
Further, should there be any loss or suspension of federal funding that supports this Grant
Agreement, the Grant Agreement may be immediately suspended by COMMERCE upon notice to the
GRANTEE. Should federal funding that supports this Grant Agreement be terminated, this Grant
Agreement and all obligations, including payment for work done under this Grant Agreement, will be
terminated as of the date of the termination of the federal funding.
Payment for any work done on the Grant Agreement prior to the loss of funding shall be done in
accordance with the requirements of the funding source.
47. TERMINATION PROCEDURES
Upon termination of this Grant Agreement, COMMERCE, in addition to any other rights provided in
this Grant Agreement, may require the GRANTEE to deliver to COMMERCE any property specifically
produced or acquired for the performance of such part of this Grant Agreement as has been
terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer.
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COMMERCE shall pay to the GRANTEE the agreed upon price, if separately stated, for completed
work and services accepted by COMMERCE, and the amount agreed upon by the GRANTEE 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 Grant
Agreement. COMMERCE may withhold from any amounts due the GRANTEE 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 Grant Agreement.
After receipt of a notice of termination, and except as otherwise directed by the Authorized
Representative, the GRANTEE shall:
1) Stop work under the Grant Agreement on the date, and to the extent specified, in the notice;
2) Place no further orders or subgrants/subcontracts for materials, services, or facilities except as
may be necessary for completion of such portion of the work under the Grant Agreement 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 GRANTEE under the orders and
subgrants/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
subgrants/subcontracts;
4) Settle all outstanding liabilities and all Claims arising out of such termination of orders and
subgrants/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 Grant Agreement had been
completed, would have been required to be furnished to COMMERCE;
6) Complete performance of such part of the work associated with the Project 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 Grant Agreement, which is in the
possession of the GRANTEE and in which COMMERCE has or may acquire an interest.
48. TREATMENT OF ASSETS
Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property
furnished by the GRANTEE, for the cost of which the GRANTEE is entitled to be reimbursed as a
direct item of cost under this Grant Agreement, shall pass to and vest in COMMERCE upon delivery
of such property by the GRANTEE. Title to other property, the cost of which is reimbursable to the
GRANTEE under this Grant Agreement, shall pass to and vest in COMMERCE upon (i) issuance for
use of such property in the performance of this Grant Agreement, or (ii) commencement of use of
such property in the performance of this Grant Agreement, 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 GRANTEE shall, unless otherwise provided herein
or approved by COMMERCE, be used only for the performance of this Grant Agreement.
B. The GRANTEE shall be responsible for any loss or damage to property of COMMERCE that
results from the negligence of the GRANTEE or which results from the failure on the part of the
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GRANTEE to maintain and administer that property in accordance with sound management
practices.
C. If any COMMERCE property is lost, destroyed or damaged, the GRANTEE shall immediately
notify COMMERCE and shall take all reasonable steps to protect the property from further
damage.
D. The GRANTEE shall surrender to COMMERCE all property of COMMERCE prior to settlement
upon completion, termination or cancellation of this Grant Agreement
All reference to the GRANTEE under this clause shall also include GRANTEE'S employees, agents
or subgrantees/subcontractors.
49. WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or
breach. Any waiver shall not be construed to be a modification of the terms of this Grant Agreement
unless stated to be such in writing and signed by Authorized Representative of COMMERCE.
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ATTACHMENT A - SCOPE OF WORK
Funds awarded under this grant shall be used by City of Spokane Valley for construction work related to
the Spokane Valley Cross Country Course (Spokane Valley) project located at 2600 N Flora Rd, Spokane
Valley, WA 99207.
This Project will include, but not be limited to, the construction of a 2-kilometer cross-country course on
46.13 acres of city -owned land at Flora Road, located on the northern side of the Spokane River.
This Project will serve as a benefit to the public by providing a cross-country course that will be accessible
to everyone when cross-country events are not taking place. The course is designed to accommodate a
diverse range of users, including youth, middle school, high school, collegiate, post -collegiate, and master
athletes. Additionally, this facility is expected to draw a considerable number of visitors, thereby boosting
tourism for local hotels, restaurants, and retail establishments.
This Project is anticipated to be completed by December 2025.
Costs related to the work associated with the Project will only be reimbursed to the extent the work is
determined by COMMERCE to be within the scope of the legislative appropriation.
CERTIFICATION PERFORMANCE MEASURE
The GRANTEE, by its signature, certifies that the declaration set forth above has been reviewed and
approved by the GRANTEE's governing body as of the date and year written below.
Signed by: ylkt R`6', ..-
0(1
GRANTEE
City Manager
TITLE
12/9/2025 1 9:37 AM PST
DATE
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ATTACHMENT B - PROJECT BUDGET
Line Item
Funding Amount
Construction
$6,282,464.00
Total Project Budget
$6,282,464.00
CERTIFICATION PERFORMANCE MEASURE
The GRANTEE, by its signature, certifies that the Project Budget set forth above has been reviewed and
approved by the GRANTEE's governing body or board of directors, as applicable, as of the date and year
written below.
;:sgned b�yLL
Itk. .
GR
City Manager
TITLE
12/9/2025 1 9:37 AM PST
DATE
31
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ATTACHMENT C - CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE
PROJECT
Non -State Fund Sources
Amount
Local City Fund 104
$6,136,964.00
Total Non -State Funds
$6,136,964.00
State Funds
Amount
State Capital Budget
$145,500.00
Total Non -State and State Sources
$6,282,464.00
Holdback:
5%
$7,275.00
CERTIFICATION PERFORMANCE MEASURE
The GRANTEE, by its signature, certifies that Project funding from sources other than those provided by
this Grant Agreement and identified above has been reviewed and approved by the GRANTEE's
governing body or board of directors, as applicable, and has either been expended for eligible Project
expenses, or is committed in writing and available and will remain committed and available solely and
specifically for carrying out the purposes of this Project as described in elsewhere in this Grant
Agreement, as of the date and year written below. The GRANTEE shall maintain records sufficient to
evidence that it has expended or has access to the funds needed to complete the Project and shall make
such records available for COMMERCE's review upon reasonable request.
Signed b�y{:.
GRANTET
City Manager
TITLE
12/9/2025 1 9:37 AM PST
DATE
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Docusign Envelope ID: 128AED32-282B-4692-8B3F-4DCCDC3FFED5
ATTACHMENT D - CERTIFICATION OF THE PAYMENT AND REPORTING OF PREVAILING WAGES
CERTIFICATION PERFORMANCE MEASURE
The GRANTEE, by its signature, certifies that all contractors and subgrantees/subcontractors performing
work on the Project shall comply with prevailing wage laws set forth in RCW 39.12, as applicable on the
date the Project appropriation becomes effective, including but not limited to the filing of the "Statement of
Intent to Pay Prevailing Wages" and "Affidavit of Wages Paid" as required by RCW 39.12.040. The
GRANTEE shall maintain records sufficient to evidence compliance with RCW 39.12 and shall make such
records available for COMMERCE's review upon request.
If any state funds are used by the GRANTEE for the purpose of construction, applicable State Prevailing
Wages must be paid.
The GRANTEE, by its signature, certifies that the declaration set forth above has been reviewed and
approved by the GRANTEE's governing body as of the date and year written below.
Signed by:
GRANTFP
City Manager
TITLE
12/9/2025 1 9:37 AM PST
DATE
33
Docusign Envelope ID: 128AED32-282B-4692-8B3F-4DCCDC3FFED5
ATTACHMENT E - CERTIFICATION OF LEADERSHIP IN ENERGY AND ENVIRONMENTAL DESIGN
(LEED)
CERTIFICATION PERFORMANCE MEASURE
The GRANTEE, by its signature, certifies that it will enter into the Leadership in Energy and
Environmental Design certification process, as stipulated in RCW 39.35D, as applicable to the Project
funded by this Grant Agreement. The GRANTEE shall, upon receipt of LEED certification by the United
States Green Building Council, provide documentation of such certification to COMMERCE.
The GRANTEE, by its signature, certifies that the declaration set forth above has been reviewed and
approved by the GRANTEE's governing body or board of directors, as applicable, as of the date and year
written below.
NOT APPLICABLE
GRANTEE
TITLE
DATE
34