HomeMy WebLinkAboutILA - WA State Dept of Commerce - Capital Agreement with City of Pasco through CHIP
Capital Agreement with
City of Pasco
through
Connecting Housing to Infrastructure Program (CHIP)
using State Capital Funds
Contract Number:
24-96722-102
For
To support the development of affordable housing by paying for the
construction of utility infrastructure improvements and reimbursement of
waived system development Jubilee Foundation Tierra Vida project.
Dated: Saturday, July 1, 2023
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Table of Contents
FACE SHEET ............................................................................................................................................................ 4
SPECIAL TERMS AND CONDITIONS ......................................................................................................................... 5
1. CONTRACT MANAGEMENT ............................................................................................................................. 5
2. COMPENSATION .............................................................................................................................................. 5
3. BILLING PROCEDURES AND PAYMENT ............................................................................................................. 5
4. SUBCONTRACTOR DATA COLLECTION ............................................................................................................. 6
5. HISTORICAL OR CULTURAL ARTIFACTS ............................................................................................................ 6
6. INSURANCE ...................................................................................................................................................... 7
7. FRAUD AND OTHER LOSS REPORTING ............................................................................................................. 7
8. ORDER OF PRECEDENCE .................................................................................................................................. 7
GENERAL TERMS AND CONDITIONS ....................................................................................................................... 8
1. DEFINITIONS .................................................................................................................................................... 8
2. ALLOWABLE COSTS .......................................................................................................................................... 8
3. ALL WRITINGS CONTAINED HEREIN ................................................................................................................. 8
4. AMENDMENTS ................................................................................................................................................ 8
5. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, ALSO REFERRED TO AS THE “ADA” 28
CFR PART 35 ............................................................................................................................................................... 8
6. APPROVAL ....................................................................................................................................................... 9
7. ASSIGNMENT ................................................................................................................................................... 9
8. ATTORNEYS’ FEES ............................................................................................................................................ 9
9. CODE REQUIREMENTS ..................................................................................................................................... 9
10. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION................................................................................... 9
11. CONFORMANCE .............................................................................................................................................. 9
12. CONFLICT OF INTEREST .................................................................................................................................. 10
13. COPYRIGHT .................................................................................................................................................... 10
14. DISALLOWED COSTS ...................................................................................................................................... 10
15. DISPUTES ....................................................................................................................................................... 11
16. DUPLICATE PAYMENT .................................................................................................................................... 11
17. GOVERNING LAW AND VENUE ...................................................................................................................... 11
18. INDEMNIFICATION ........................................................................................................................................ 11
19. INDEPENDENT CAPACITY OF THE CONTRACTOR ........................................................................................... 12
20. INDUSTRIAL INSURANCE COVERAGE ............................................................................................................. 12
21. LAWS ............................................................................................................................................................. 12
22. LICENSING, ACCREDITATION AND REGISTRATION ......................................................................................... 12
23. LIMITATION OF AUTHORITY .......................................................................................................................... 12
24. LOCAL PUBLIC TRANSPORTATION COORDINATION ....................................................................................... 12
25. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS ................................................................................. 12
26. PAY EQUITY .................................................................................................................................................... 12
27. POLITICAL ACTIVITIES .................................................................................................................................... 13
28. PREVAILING WAGE LAW ................................................................................................................................ 13
29. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION ................................................................... 13
30. PUBLICITY ...................................................................................................................................................... 13
31. RECAPTURE.................................................................................................................................................... 13
32. RECORDS MAINTENANCE .............................................................................................................................. 14
33. REGISTRATION WITH DEPARTMENT OF REVENUE......................................................................................... 14
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34. RIGHT OF INSPECTION ................................................................................................................................... 14
35. SAVINGS ........................................................................................................................................................ 14
36. SEVERABILITY ................................................................................................................................................. 14
37. SUBCONTRACTING ........................................................................................................................................ 14
38. SURVIVAL ....................................................................................................................................................... 15
39. TAXES ............................................................................................................................................................. 15
40. TERMINATION FOR CAUSE............................................................................................................................. 15
41. TERMINATION FOR CONVENIENCE ................................................................................................................ 15
42. TERMINATION PROCEDURES ......................................................................................................................... 15
43. TREATMENT OF ASSETS ................................................................................................................................. 16
44. WAIVER ......................................................................................................................................................... 17
ATTACHMENT A: SCOPE OF WORK....................................................................................................................... 18
ATTACHMENT B: BUDGET .................................................................................................................................... 19
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Face Sheet
Contract Number: 24-96722-102
Washington State Department of Commerce
Local Government Division
State Building Construction Funds Grant
1. Contractor 2. Contractor Project
City of Pasco
525 N 3rd Ave,
Pasco, WA 99301
Jubilee Foundation CHIP - Tierra Vida III
A Street, Pasco, WA 99301
Parcel 113882042
3. Contractor Representative 4. COMMERCE Representative
Richa Sigdel
Deputy City Manager
(509)544-3080
sigdelr@pasco-wa.gov
Mischa Venables
CHIP Project Manager
(360)725-3088
Mischa.venables@commerce.wa.gov
PO Box 42525
1011 Plum Street SE
Olympia, WA 98504
5. Contract Amount 6. Funding Source 7. Start Date 8. End Date
$2,000,000 Federal: State: Other: N/A: July 1, 2023 June 20, 2025
9. Federal Funds (as applicable)
N/A
Federal Agency:
N/A
ALN
10. Tax ID # 11. SWV # 12. UBI #
91.6001264 SWV0007164-03 113000052
14. Contract Purpose
To support the development of affordable housing by paying for the construction of utility infrastructure improvements and
reimbursement of waived system development Jubilee Foundation Tierra Vida project.
COMMERCE, defined as the Department of Commerce, and Contractor acknowledge and accept the terms of this Contract and
attachments and have executed this Contract on the date below to start as of the date and year referenced above. The rights and
obligations of both parties to this Contract are governed by this Contract and the following other documents incorporated by
reference: Contractor Terms and Conditions including Attachment “A” – Scope of Work Attachment “B” – Budget.
FOR CONTRACTOR FOR COMMERCE
Adam Lincoln, City Manager
City of Pasco
Date
Mark K. Barkley, Assistant Director
Local Government Division
Date
APPROVED AS TO FORM ONLY
BY ASSISTANT ATTORNEY GENERAL
APPROVAL ON FILE
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Special Terms and Conditions
1. CONTRACT 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 Contract.
The Representative for COMMERCE and their contact information are identified on the Face Sheet of this
Contract.
The Representative for the Contractor and their contact information are identified on the Face Sheet of this
Contract.
2. COMPENSATION
COMMERCE shall pay an amount not to exceed $2,000,000 for the performance of all things necessary for or
incidental to the performance of work as set forth in the Scope of Work. Contractor's compensation for
services rendered shall be based on the following rates or in accordance with the following terms:
3. BILLING PROCEDURES AND PAYMENT
Contractor upon acceptance of services provided and receipt of properly completed invoices, which shall be
submitted to the Representative for COMMERCE via the Commerce Contracts Management System. If required,
the attachments to the invoice request in the Commerce Contracts Management System shall describe and
document, to COMMERCE's satisfaction, a description of the work performed, the progress of the project, and
fees. The invoice shall include the Contract Number 24-96722-102. If expenses are invoiced, provide a detailed
breakdown of each type. A receipt must accompany any single expenses in the amount of $50.00 or more in order
to receive reimbursement.
Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after receipt of
properly completed invoices. Payment shall be sent to the address designated by the Contractor.
COMMERCE may, in its sole discretion, terminate the Contract or withhold payments claimed by the
Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition of
this Contract.
No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall
be made by COMMERCE.
Invoices and End of Fiscal Year
Invoices are due on the 20th of the month following the provision of services.
Final invoices for a state fiscal year may be due sooner than the 20th and Commerce will provide notification
of the end of fiscal year due date.
The Contractor must invoice for all expenses from the beginning of the contract through June 30, 2025,
regardless of the contract start and end date.
Duplication of Billed Costs
The Contractor shall not bill COMMERCE for services performed under this Agreement, and COMMERCE shall
not pay the Contractor, if the Contractor is entitled to payment or has been or will be paid by any other source,
including grants, for that service.
Disallowed Costs
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The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or
that of its subcontractors.
COMMERCE may, in its sole discretion, withhold ten percent (10%) from each payment until acceptance by
COMMERCE of the final report (or completion of the project, etc.).
4. SUBCONTRACTOR DATA COLLECTION
Contractor 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 Contract performed by subcontractors and the portion of Contract
funds expended for work performed by subcontractors, including but not necessarily limited to minority-
owned, woman-owned, and veteran-owned business subcontractors. “Subcontractors” shall mean
subcontractors of any tier.
5.
HISTORICAL OR CULTURAL ARTIFACTS
Prior to approval and disbursement of any funds awarded under this Contract, Contractor shall complete the
requirements of Governor’s Executive Order 21-02, where applicable, or Contractor shall complete a review
under Section 106 of the National Historic Preservation Act, if applicable. Contractor agrees that the
Contractor is legally and financially responsible for compliance with all laws, regulations, and agreements
related to the preservation of historical or cultural 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 Contract.
In addition to the requirements set forth in this Contract, Contractor shall, in accordance with Governor’s
Executive Order 21-02 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. Contractor agrees to avoid, minimize, or mitigate impacts to the cultural resource as a continuing
prerequisite to receipt of funds under this Contract.
The Contractor agrees that, unless the Contractor is proceeding under an approved historical and cultural
monitoring plan or other memorandum of agreement, if historical or cultural artifacts are discovered during
construction, the Contractor shall immediately stop construction and notify the local historical preservation
officer and the state's historical preservation officer at DAHP, and the Commerce Representative identified on
the Face Sheet. If human remains are uncovered, the Contractor shall report the presence and location of the
remains to the coroner and local enforcement immediately, then contact DAHP and the concerned tribe's
cultural staff or committee.
The Contractor shall require this provision to be contained in all subcontracts for work or services related to
the Scope of Work attached hereto.
In addition to the requirements set forth in this Contract, Contractor agrees to comply with RCW 27.44
regarding Indian Graves and Records; RCW 27.53 regarding Archaeological Sites and Resources; RCW 68.60
regarding Abandoned and Historic Cemeteries and Historic Graves; and WAC 25-48 regarding Archaeological
Excavation and Removal Permit.
Completion of the requirements of Section 106 of the National Historic Preservation Act shall substitute for
completion of Governor’s Executive Order 21-02.
In the event that the Contractor finds it necessary to amend the Scope of Work the Contractor may be required
to re-comply with Governor's Executive Order 21-02 or Section 106 of the National Historic Preservation Act.
.
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6. INSURANCE
Each party certifies that it is self-insured under the State's or local government self-insurance liability
program, and shall be responsible for losses for which it is found liable.
7. FRAUD AND OTHER LOSS REPORTING
Contractor shall report in writing all known or suspected fraud or other loss of any funds or other property
furnished under this Contract immediately or as soon as practicable to the Commerce Representative
identified on the Face Sheet.
8. ORDER OF PRECEDENCE
In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence in
the following order:
Applicable federal and state of Washington statutes and regulations
Special Terms and Conditions
General Terms and Conditions
Attachment A – Scope of Work
Attachment B – Budget
Add any other attachments incorporated by reference from the Face Sheet listed within order of
attached.
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General Terms and Conditions
1. DEFINITIONS
As used throughout this Contract, the following terms shall have the meaning set forth below:
A. “Authorized Representative” shall mean the Director and/or the designee authorized in writing to act
on the Director’s behalf.
B. “COMMERCE” shall mean the Washington Department of Commerce.
C. “Contract” or “Agreement” or “Grant” means the entire written agreement between COMMERCE and
the Contractor, including any Exhibits, documents, or materials incorporated by reference. E-mail or
Facsimile transmission of a signed copy of this contract shall be the same as delivery of an original.
D. "Contractor" shall mean the entity identified on the face sheet performing service(s) under this
Contract, and shall include all employees and agents of the Contractor.
E. “Personal Information” shall mean information identifiable to any person, including, but not limited to,
information that relates to a person’s name, health, finances, education, business, use or receipt of
governmental services or other activities, addresses, telephone numbers, social security numbers,
driver license numbers, other identifying numbers, and any financial identifiers and “Protected Health
Information” under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA).
F. “State” shall mean the state of Washington.
G. "Subcontractor" shall mean one not in the employment of the Contractor, who is performing all or part
of those services under this Contract under a separate contract with the Contractor. The terms
“subcontractor” and “subcontractors” mean subcontractor(s) in any tier.
2. ALLOWABLE COSTS
Costs allowable under this Contract are actual expenditures according to an approved budget up to the
maximum amount stated on the Contract Award or Amendment Face Sheet.
3. ALL WRITINGS CONTAINED HEREIN
This Contract contains all the terms and conditions agreed upon by the parties. No other understandings, oral
or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the
parties hereto.
4. AMENDMENTS
This Contract may be amended by mutual agreement of the parties. Such amendments shall not be binding
unless they are in writing and signed by personnel authorized to bind each of the parties.
5. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the
“ADA” 28 CFR Part 35
The Contractor must comply with the ADA, which provides comprehensive civil rights protection to individuals
with disabilities in the areas of employment, public accommodations, state and local government services,
and telecommunications.
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6. APPROVAL
This contract shall be subject to the written approval of COMMERCE’s Authorized Representative and shall
not be binding until so approved. The contract may be altered, amended, or waived only by a written
amendment executed by both parties.
7. ASSIGNMENT
Neither this Contract, nor any claim arising under this Contract, shall be transferred or assigned by the
Contractor without prior written consent of COMMERCE.
8. ATTORNEYS’ FEES
Unless expressly permitted under another provision of the Contract, in the event of litigation or other action
brought to enforce Contract terms, each party agrees to bear its own attorneys’ fees and costs.
9. 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.
10. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
A. “Confidential Information” as used in this section includes:
i. All material provided to the Contractor by COMMERCE that is designated as “confidential” by
COMMERCE;
ii. All material produced by the Contractor that is designated as “confidential” by COMMERCE; and
iii. All Personal Information in the possession of the Contractor that may not be disclosed under state
or federal law.
B. The Contractor shall comply with all state and federal laws related to the use, sharing, transfer, sale, or
disclosure of Confidential Information. The Contractor shall use Confidential Information solely for the
purposes of this Contract and shall not use, share, transfer, sell or disclose any Confidential Information
to any third party except with the prior written consent of COMMERCE or as may be required by law.
The Contractor shall take all necessary steps to assure that Confidential Information is safeguarded to
prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation
of any state or federal laws related thereto. Upon request, the Contractor shall provide COMMERCE
with its policies and procedures on confidentiality. COMMERCE may require changes to such policies
and procedures as they apply to this Contract whenever COMMERCE reasonably determines that
changes are necessary to prevent unauthorized disclosures. The Contractor shall make the changes
within the time period specified by COMMERCE. Upon request, the Contractor shall immediately return
to COMMERCE any Confidential Information that COMMERCE reasonably determines has not been
adequately protected by the Contractor against unauthorized disclosure.
C. Unauthorized Use or Disclosure. The Contractor shall notify COMMERCE within five (5) working days of
any unauthorized use or disclosure of any confidential information, and shall take necessary steps to
mitigate the harmful effects of such use or disclosure.
11. CONFORMANCE
If any provision of this contract violates any statute or rule of law of the state of Washington, it is considered
modified to conform to that statute or rule of law.
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12. 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 Contractor terminate this contract if it is found after due notice and
examination by COMMERCE that there is a violation of the Ethics in Public Service Act, Chapters 42.52 RCW
and 42.23 RCW; or any similar statute involving the Contractor in the procurement of, or performance under
this contract.
Specific restrictions apply to contracting with current or former state employees pursuant to chapter 42.52 of
the Revised Code of Washington. The Contractor and their subcontractor(s) must identify any person
employed in any capacity by the state of Washington that worked with the COMMERCE program executing
this Contract, including but not limited to formulating or drafting the legislation, participating in procurement
planning and execution, awarding contracts, and monitoring contract, during the 24-month period preceding
the start date of this Contract. Identify the individual 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 Contractor may be disqualified from further consideration for the award of a Contract.
In the event this contract is terminated as provided above, Commerce shall be entitled to pursue the same
remedies against the Contractor as it could pursue in the event of a breach of the contract by the Contractor.
The rights and remedies of Commerce provided for in this clause shall not be exclusive and are in addition to
any other rights and remedies provided by law. The existence of facts upon which Commerce makes any
determination under this clause shall be an issue and may be reviewed as provided in the “Disputes” clause
of this contract.
13. COPYRIGHT
Unless otherwise provided, all Materials produced under this Contract shall be considered "works for hire" as
defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be considered the
author of such Materials. In the event the Materials are not considered “works for hire” under the U.S.
Copyright laws, the Contractor hereby irrevocably assigns all right, title, and interest in all Materials, including
all intellectual property rights, moral rights, and rights of publicity to COMMERCE effective from the moment
of creation of such Materials.
“Materials” means all items in any format and includes, but is not limited to, data, reports, documents,
pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or
sound reproductions. “Ownership” includes the right to copyright, patent, register and the ability to transfer
these rights.
For Materials that are delivered under the Contract, but that incorporate pre-existing materials not produced
under the Contract, the Contractor hereby grants to COMMERCE a nonexclusive, royalty-free, irrevocable
license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare
derivative works, publicly perform, and publicly display. The Contractor warrants and represents that the
Contractor has all rights and permissions, including intellectual property rights, moral rights and rights of
publicity, necessary to grant such a license to COMMERCE.
The Contractor shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials
furnished under this Contract, of all known or potential invasions of privacy contained therein and of any
portion of such document which was not produced in the performance of this Contract. The Contractor shall
provide COMMERCE with prompt written notice of each notice or claim of infringement received by the
Contractor with respect to any Materials delivered under this Contract. COMMERCE shall have the right to
modify or remove any restrictive markings placed upon the Materials by the Contractor.
14. DISALLOWED COSTS
The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or
that of its Subcontractors.
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15. DISPUTES
Except as otherwise provided in this Contract, when a dispute arises between the parties and it cannot be
resolved by direct negotiation, either party may request a dispute hearing with the Director of COMMERCE,
who may designate a neutral person to decide the dispute.
The request for a dispute hearing must:
be in writing;
state the disputed issues;
state the relative positions of the parties;
state the Contractor's name, address, and Contract number; and
be mailed to the Director and the other party’s (respondent’s) Contract Representative within
three (3) working days after the parties agree that they cannot resolve the dispute.
The respondent shall send a written answer to the requestor’s statement to both the Director or the Director’s
designee and the requestor within five (5) working days.
The Director or designee shall review the written statements and reply in writing to both parties within ten
(10) working days. The Director or designee may extend this period if necessary by notifying the parties.
The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding.
The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal.
Nothing in this Contract shall be construed to limit the parties’ choice of a mutually acceptable alternate
dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above.
16. DUPLICATE PAYMENT
Contractor certifies that work to be performed under this contract does not duplicate any work to be charged
against any other contract, subcontract, or other source.
17. GOVERNING LAW AND VENUE
This Contract shall be construed and interpreted in accordance with the laws of the state of Washington, and
the venue of any action brought hereunder shall be in the Superior Court for Thurston County.
18. INDEMNIFICATION
To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the state of
Washington, COMMERCE, agencies of the state and all officials, agents and employees of the state, from and
against all claims for injuries or death arising out of or resulting from the performance of the contract. “Claim”
as used in this contract, means any financial loss, claim, suit, action, damage, or expense, including but not
limited to attorney’s fees, attributable for bodily injury, sickness, disease, or death, or injury to or the
destruction of tangible property including loss of use resulting therefrom.
The Contractor’s obligation to indemnify, defend, and hold harmless includes any claim by Contractor’s agents,
employees, representatives, or any subcontractor or its employees.
The Contractor’s obligation shall not include such claims that may be caused by the sole negligence of the
State and its agencies, officials, agents, and employees. If the claims or damages are caused by or result from
the concurrent negligence of (a) the State, its agents or employees and (b) the Contractor, its subcontractors,
agents, or employees, this indemnity provision shall be valid and enforceable only to the extent of the
negligence of the Contractor or its subcontractors, agents, or employees.
The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and
hold harmless the state and its agencies, officers, agents or employees.
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19. INDEPENDENT CAPACITY OF THE CONTRACTOR
The parties intend that an independent contractor relationship will be created by this Contract. The Contractor
and its employees or agents performing under this Contract are not employees or agents of the state of
Washington or COMMERCE. The Contractor will not hold itself out as or claim to be an officer or employee of
COMMERCE or of the state of Washington by reason hereof, nor will the Contractor make any claim of right,
privilege or benefit which would accrue to such officer or employee under law. Conduct and control of the
work will be solely with the Contractor.
20. INDUSTRIAL INSURANCE COVERAGE
The Contractor shall comply with all applicable provisions of Title 51 RCW. If the Contractor fails to provide
industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be
required by law, COMMERCE may collect from the Contractor the full amount payable to the Industrial
Insurance Accident Fund. COMMERCE may deduct the amount owed by the Contractor to the accident fund
from the amount payable to the Contractor by COMMERCE under this Contract, and transmit the deducted
amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does
not waive any of L&I’s rights to collect from the Contractor.
21. LAWS
The Contractor shall comply with all applicable laws, ordinances, codes, regulations and policies of local, state,
and federal governments, as now or hereafter amended.
22. LICENSING, ACCREDITATION AND REGISTRATION
The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and registration
requirements or standards necessary for the performance of this Contract.
23. LIMITATION OF AUTHORITY
Only the Authorized Representative or Authorized Representative’s designee by writing (designation to be
made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive
any clause or condition of this Contract.
24. LOCAL PUBLIC TRANSPORTATION COORDINATION
Where applicable, Contractor shall participate in local public transportation forums and implement strategies
designed to ensure access to services.
25. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS
During the performance of this Contract, the Contractor shall comply with all federal, state, and local
nondiscrimination laws, regulations and policies. In the event of the Contractor’s non-compliance or refusal
to comply with any nondiscrimination law, regulation or policy, this Contract may be rescinded, canceled or
terminated in whole or in part, and the Contractor may be declared ineligible for further contracts with
COMMERCE. The Contractor shall, however, be given a reasonable time in which to cure this noncompliance.
Any dispute may be resolved in accordance with the “Disputes” procedure set forth herein.
The funds provided under this contract may 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 contract.
26. PAY EQUITY
The Contractor 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
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working conditions. Job titles alone are not determinative of whether employees are similarly
employed;
B. Contractor may allow differentials in compensation for its workers if the differentials are based in good
faith and on any of the following:
i. 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.
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.
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 Contract may be terminated by the Department, if the Department or the Department of Enterprise
Services determines that the Contractor is not in compliance with this provision.
27. POLITICAL ACTIVITIES
Political activity of Contractor’s employees and officers are limited by the State Campaign Finances and
Lobbying provisions of Chapter 42.17A RCW and the Federal Hatch Act, 5 USC 1501 - 1508.
No funds may be used for working for or against ballot measures or for or against the candidacy of any person
for public office.
28. PREVAILING WAGE LAW
The Contractor certifies that all contractors and subcontractors performing work on the Project shall comply
with state Prevailing Wages on Public Works, Chapter 39.12 RCW, as applicable to the Project funded by this
contract, including but not limited to the filing of the “Statement of Intent to Pay Prevailing Wages” and
“Affidavit of Wages Paid” as required by RCW 39.12.040. The Contractor shall maintain records sufficient to
evidence compliance with Chapter 39.12 RCW, and shall make such records available for COMMERCE’s review
upon request.
29. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION
The funds provided under this Contract shall not be used in payment of any bonus or commission for the
purpose of obtaining approval of the application for such funds or any other approval or concurrence under
this Contract provided, however, that reasonable fees or bona fide technical consultant, managerial, or other
such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as project costs.
30. PUBLICITY
The Contractor agrees not to publish or use any advertising or publicity materials in which the state of
Washington or COMMERCE’s name is mentioned, or language used from which the connection with the state
of Washington’s or COMMERCE’s name may reasonably be inferred or implied, without the prior written
consent of COMMERCE.
31. RECAPTURE
In the event that the Contractor fails to perform this Contract in accordance with state laws, federal laws,
and/or the provisions of this Contract, COMMERCE reserves the right to recapture funds in an amount to
compensate COMMERCE for the noncompliance in addition to any other remedies available at law or in equity.
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Repayment by the Contractor of funds under this recapture provision shall occur within the time period
specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due under
this Contract.
32. RECORDS MAINTENANCE
The Contractor shall maintain books, records, documents, data and other evidence relating to this contract
and performance of the services described herein, including but not limited to accounting procedures and
practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the
performance of this contract.
The Contractor shall retain such records for a period of six years following the date of final payment. At no
additional cost, these records, including materials generated under the contract, shall be subject at all
reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by COMMERCE,
the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be
retained until all litigation, claims, or audit findings involving the records have been resolved.
33. REGISTRATION WITH DEPARTMENT OF REVENUE
If required by law, the Contractor shall complete registration with the Washington State Department of
Revenue.
34. RIGHT OF INSPECTION
At no additional cost all records relating to the Contractor’s performance under this Contract shall be subject
at all reasonable times to inspection, review, and audit by COMMERCE, the Office of the State Auditor, and
federal and state officials so authorized by law, in order to monitor and evaluate performance, compliance,
and quality assurance under this Contract. The Contractor shall provide access to its facilities for this purpose.
35. SAVINGS
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after
the effective date of this Contract and prior to normal completion, COMMERCE may suspend or terminate the
Contract under the "Termination for Convenience" clause, without the ten business day notice requirement.
In lieu of termination, the Contract may be amended to reflect the new funding limitations and conditions.
36. SEVERABILITY
The provisions of this contract 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 contract.
37. SUBCONTRACTING
The Contractor may only subcontract work contemplated under this Contract if it obtains the prior written
approval of COMMERCE.
If COMMERCE approves subcontracting, the Contractor shall maintain written procedures related to
subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause,
COMMERCE in writing may: (a) require the Contractor to amend its subcontracting procedures as they relate
to this Contract; (b) prohibit the Contractor from subcontracting with a particular person or entity; or (c)
require the Contractor to rescind or amend a subcontract.
Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The Contractor
is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or condition of this
Contract. The Contractor shall appropriately monitor the activities of the Subcontractor to assure fiscal
conditions of this Contract. In no event shall the existence of a subcontract operate to release or reduce the
liability of the Contractor to COMMERCE for any breach in the performance of the Contractor’s duties.
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Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for claims
or damages arising from a Subcontractor’s performance of the subcontract.
38. SURVIVAL
The terms, conditions, and warranties contained in this Contract that by their sense and context are intended
to survive the completion of the performance, cancellation or termination of this Contract shall so survive.
39. TAXES
All payments accrued on account of payroll taxes, unemployment contributions, the Contractor’s income or
gross receipts, any other taxes, insurance or expenses for the Contractor or its staff shall be the sole
responsibility of the Contractor.
40. TERMINATION FOR CAUSE
In the event COMMERCE determines the Contractor has failed to comply with the conditions of this contract
in a timely manner, COMMERCE has the right to suspend or terminate this contract. Before suspending or
terminating the contract, COMMERCE shall notify the Contractor in writing of the need to take corrective
action. If corrective action is not taken within 30 calendar days, the contract may be terminated or suspended.
In the event of termination or suspension, the Contractor shall be liable for damages as authorized by law
including, but not limited to, any cost difference between the original contract and the replacement or cover
contract and all administrative costs directly related to the replacement contract, e.g., cost of the competitive
bidding, mailing, advertising and staff time.
COMMERCE reserves the right to suspend all or part of the contract, withhold further payments, or prohibit
the Contractor from incurring additional obligations of funds during investigation of the alleged compliance
breach and pending corrective action by the Contractor or a decision by COMMERCE to terminate the contract.
A termination shall be deemed a “Termination for Convenience” if it is determined that the Contractor: (1)
was not in default; or (2) failure to perform was outside of his or her control, fault or negligence.
The rights and remedies of COMMERCE provided in this contract are not exclusive and are, in addition to any
other rights and remedies, provided by law.
41. TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Contract, COMMERCE may, by ten (10) business days’ written notice,
beginning on the second day after the mailing, terminate this Contract, in whole or in part. If this Contract is
so terminated, COMMERCE shall be liable only for payment required under the terms of this Contract for
services rendered or goods delivered prior to the effective date of termination.
42. TERMINATION PROCEDURES
Upon termination of this contract, COMMERCE, in addition to any other rights provided in this contract, may
require the Contractor to deliver to COMMERCE any property specifically produced or acquired for the
performance of such part of this contract as has been terminated. The provisions of the "Treatment of Assets"
clause shall apply in such property transfer.
COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed work and
services accepted by COMMERCE, and the amount agreed upon by the Contractor and COMMERCE for (i)
completed work and services for which no separate price is stated, (ii) partially completed work and services,
(iii) other property or services that are accepted by COMMERCE, and (iv) the protection and preservation of
property, unless the termination is for default, in which case the Authorized Representative shall determine
the extent of the liability of COMMERCE. Failure to agree with such determination shall be a dispute within
the meaning of the "Disputes" clause of this contract. COMMERCE may withhold from any amounts due the
Contractor such sum as the Authorized Representative determines to be necessary to protect COMMERCE
against potential loss or liability.
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The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in addition to
any other rights and remedies provided by law or under this contract.
After receipt of a notice of termination, and except as otherwise directed by the Authorized Representative,
the Contractor shall:
A. Stop work under the contract on the date, and to the extent specified, in the notice;
B. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary
for completion of such portion of the work under the contract that is not terminated;
C. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized
Representative, all of the rights, title, and interest of the Contractor under the orders and subcontracts
so terminated, in which case COMMERCE has the right, at its discretion, to settle or pay any or all claims
arising out of the termination of such orders and subcontracts;
D. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts,
with the approval or ratification of the Authorized Representative to the extent the Authorized
Representative may require, which approval or ratification shall be final for all the purposes of this
clause;
E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by the
Authorized Representative any property which, if the contract had been completed, would have been
required to be furnished to COMMERCE;
F. Complete performance of such part of the work as shall not have been terminated by the Authorized
Representative; and
G. Take such action as may be necessary, or as the Authorized Representative may direct, for the
protection and preservation of the property related to this contract, which is in the possession of the
Contractor and in which COMMERCE has or may acquire an interest.
43. TREATMENT OF ASSETS
Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property furnished by
the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a direct item of cost under
this contract, shall pass to and vest in COMMERCE upon delivery of such property by the Contractor. Title to
other property, the cost of which is reimbursable to the Contractor under this contract, shall pass to and vest
in COMMERCE upon (i) issuance for use of such property in the performance of this contract, or (ii)
commencement of use of such property in the performance of this contract, or (iii) reimbursement of the cost
thereof by COMMERCE in whole or in part, whichever first occurs.
A. Any property of COMMERCE furnished to the Contractor shall, unless otherwise provided herein or
approved by COMMERCE, be used only for the performance of this contract.
B. The Contractor shall be responsible for any loss or damage to property of COMMERCE that results from
the negligence of the Contractor or which results from the failure on the part of the Contractor to
maintain and administer that property in accordance with sound management practices.
C. If any COMMERCE property is lost, destroyed or damaged, the Contractor shall immediately notify
COMMERCE and shall take all reasonable steps to protect the property from further damage.
D. The Contractor shall surrender to COMMERCE all property of COMMERCE prior to settlement upon
completion, termination or cancellation of this contract.
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E. All reference to the Contractor under this clause shall also include Contractor’s employees, agents or
Subcontractors.
44. WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any
waiver shall not be construed to be a modification of the terms of this Contract unless stated to be such in
writing and signed by Authorized Representative of COMMERCE.
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Attachment A: Scope of Work
To support the development of affordable housing by paying $2,000,000 for the construction of utility
infrastructure improvements and reimbursement of waived system development Jubilee Foundation Tierra Vida
project.
Based on the criteria within the state capital budget, SB 5200 Sec 1021, (Laws of 2023), and criteria developed by
Commerce to ensure the terms of the appropriation are met, all grants must meet the following criteria:
Applicant must be a city, county or public utility district, applying in coordination with the developer of a
multi-unit affordable housing project, located within a jurisdiction that imposed a sales and use tax under
RCW 82.14.530(1)(a)(ii), 82.14.530(1)(b)(i)(B), 82.14.540, or 84.52.105.
For system development charge waiver reimbursement, jurisdictions must have an adopted fee waiver
program, and documentation that the fees have been waived for the affordable housing units by each
provider for water, sewer, and stormwater, in accordance with the budget.
The utility project must serve new multi-unit affordable1 housing projects that serve and benefit low-
income households.2 If the project is a mixed-income project, the affordable portion of the development
must be at least 25%. CHIP funds can pay for the system development charges for the affordable units.
The affordable housing project should be part of a program that will monitor affordability for a minimum
of 25 years, such as the Housing Trust Fund, low-income housing tax credits, housing authority, or a city
monitoring process. A covenant and/or note and deed of trust may be required as part of securitization to
ensure affordability.
CERTIFICATION PERFORMANCE MEASURE – SCOPE OF WORK
The GRANTEE, by its signature, certifies that the declaration set forth above has been reviewed and approved
by the GRANTEE as of the date and year written below.
______________________________________ ______________________________________
Adam Lincoln, City Manager DATE
1 “Affordable housing" has the same meaning as in RCW 43.185A.010, and means residential housing for rental
occupancy which, as long as the same is occupied by low-income households, requires payment of monthly housing
costs, including utilities other than telephone, of no more than thirty percent of the family's income. In the context of
homeownership, the definition from the Housing Trust Fund Handbook applies (Section 701.7): “affordability
occurs when a household’s monthly housing costs are generally no more than 38 percent of monthly household
income and total debt is no more than 45 percent of monthly household income. Housing costs include mortgage
principal, interest, property taxes, homeowner insurance, homeowner association fees, and land lease fees, as
applicable. Total debt includes other debt and utilities.”
2 "Low-income household" has the same definition as in RCW 43.185.010(6), and means a single person, family or
unrelated persons living together whose adjusted income is less than eighty percent of the median family income,
adjusted for household size, for the county where the project is located.
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Attachment B: Budget
CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE ENTIRE PROJECT
Type of Funding Source Description and purpose Amount
CHIP Grant Washington State Department of Commerce $2,000,000
Other Sources
Source 1 Jubilee Foundation $22,500,000
Total Project Funding $24,500,000
CERTIFICATION PERFORMANCE MEASURE - AVAILABILITY OF FUNDS
The GRANTEE by its signature, certifies that project funding from sources other than those provided by this Grant
Agreement 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.
______________________________________
Adam Lincoln, City Manager
_____________________________________
DATE
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