HomeMy WebLinkAbout4899 (2) RESOLUTION NO. 4 8 9 9
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR
TO EXECUTE ADMINISTRATIVE PROCEDURES AS
NEEDED ON BEHALF OF THE CITY TO ACCEPT A
STATE GRANT IN THE AMOUNT OF $12,50000 FROM
THE DEPARTMENT OF COMMERCE TO FUND
ADMINISTRATIVE ACTIVITIES WITHIN THE URBAN
CENTER FOR INNOVATION PARTNERSHIPS,
INNOVATION PARTNERSHIP ZONE (IPZ #15)
WHEREAS, a purpose and goal of the Innovation Partnership Zone (IPZ) is to
further the growth of business clusters and implement sector-based strategies to grow
new products, markets and business, and
WHEREAS, the opportunities exist to re-engineer, redevelop and improve
efficient use of existing business properties and create vibrant business districts, and
WHEREAS, the IPZ has been developed and approved by the Department of
Commerce to be an administrative conduit between research, workforce development
and local business, and
WHEREAS, the IPZ has three (3) workforce development partners committed
through Memorandums of Understanding to bring quality education services to our local
industry clusters and assist in generating a quality workforce and new job opportunities
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
HEREBY RESOLVES AS FOLLOWS
Section 1. Purpose. The Auburn City Council authorizes the Mayor to execute
administrative procedures as needed on behalf of the City of Auburn to accept a grant in
the amount of $12,500 00 from the United States Department of Commerce to fund
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Resolution No 4899
January 30, 2013
Page 1 of 2
administrative activities within the City of Auburn Urban Center for Innovation
Partnerships, Innovation Partnership Zone (IPZ #15)
Section 2. Implementation. That the Mayor is authorized to implement such
other administrative procedures or take such other action as may be necessary to carry
out the directives of this legislation
Section 3. Effective Date. That this Resolution shall take effect and be in full
force upon passage and signatures hereon
Dated and signed this '� day of 2013
TYOFAU
PETER B LEWIS, MAYOR
ATTEST
/"
�--
Danielle E Daskam, City Clerk
APP OVED AS TO FORM.
aaniel B id, City Attorney
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Resolution No 4899
January 30, 2013
Page 2 of 2
Grant Number S13-75102-404
nt of Commerce
n gs m our rizatu...r. e.
� nnovatl o
Business Services Division
Grant with: City of Auburn
Grant Purpose:
This performance based grant is for activities designed to further regional cluster growth and to
integrate sector-based strategies with its support for the development of innovation partnership
zones (IPZ), specifically the Urban Center for Innovative Partnerships (Auburn IPZ)
Start Date: Upon Final Signature
End Date: June 30, 2013
Page i
Grant Number S13-75102-404
Table of Contents
Face Sheet 1
Special Terms and Conditions 2
1 Preamble 2
2. Grant Management 2
3 Compensation 2
4 Billing Procedures and Payments 3
5 Insurance 3
6 Subcontracts 3
7 Order of Precedence 4
Attachment A—Workplan 5
Attachment B --Budget 6
General Terms and Conditions 7
1 Definitions 7
2 Advanced Payments Prohibited 7
3 All Writings Contained Herein 7
4 Amendments 7
5 Americans with Disabilities Act(ADA) 7
6 Approval 7
7 Assignment 7
8 Attorney's Fees 8
9 Audit 8
10 Confidentiality/Safeguarding of Information 9
11 Conformance 9
12 Copyright Provisions 9
13 Disputes 10
14 Duplicate Payment. 10
15 Ethics/Conflicts of Interest 10
16 Governing Law and Venue 10
17 Indemnification 11
18 Independent Capacity of the Grantee 11
19 Industrial Insurance Coverage 11
20 Laws 11
21 Licensing, Accreditation and Registration 12
22 Limitation of Authority 12
23 Noncompliance With Nondiscrimination Laws 12
24 Political Activities 12
25 Prohibition Against Payment of Bonus or Commission 12
26 Publicity 12
27 Recapture 12
28 Records Maintenance 12
29 Registration With Department of Revenue 13
30 Right of Inspection 13
31 Savings 13
32. Severability 13
33 Subgranting 13
34 Survival 13
35 Taxes 14
36 Termination for Cause/Suspension 14
37 Termination for Convenience 14
38 Termination Procedures 14
39 Waiver 15
Page ii
Grant Number S13-75102-404
Face Sheet
Washington State Department of Commerce Col"�' IF
Business Services Division
IPZ Economic Development Grant Program
1 GRANTEE 2. GRANTEE Doing Business As
City of Auburn City of Auburn
25 West Main Street 25 West Main Street
Auburn, Washington 98001 Auburn, Washington 98001
3 GRANTEE Representative 4 COMMERCE Representative
Name Doug Lein Name Kathy Carlson P O Box 42525
Title Economic Development Manager Title Contracts Coordinator Olympia, WA 98504-2525
Phone 253-804-3101 Phone 360-725-4187
Fax: 253-288-3132 Fax: 360-586-0873
Email. dlein .auburnwa.gov E-Mail kathy.carlsonQcommerce.wa.gov
5 GRANT AMOUNT 6 FUNDING SOURCE 7 START DATE 8 END DATE
$12,500 Federal ❑ State ® Other- ❑ N/A. ❑ Upon Final Signature June 30, 2013
9 FEDERAL FUNDS (as applicable) FEDERAL AGENCY CFDA NUMBER
N/A N/A N/A
10 Tax ID# 11 SWV# 12. UBI # 13 DUNS#
XX-XXXXXXX 0002069-00 N/A N/A
14 GRANT PURPOSE
This performance based grant is for activities designed to further regional cluster growth and to integrate sector-based
strategies with its support for the development of innovation partnership zones (IPZ), specifically the Urban Center for
Innovative Partnerships Auburn IPZ
COMMERCE, defined as the Department of Commerce or its successor agency, and the GRANTEE, as defined above,
acknowledge and accept the terms of this GRANT and attachments and have executed this GRANT on the date below to
start as of the date and year referenced above The rights and obligations of both parties to this GRANT are governed by this
GRANT and the following other documents incorporated by reference GRANT Terms and Conditions including Special
Terms and Conditions, General Terms and Conditions, Attachment"A" Scope of Work, and Attachment"B" Budget.
FOR THE GRANT FOR COMMERCE
Peter B Lewis, Mayor Dbliiel Malarkey, Deputy Director
City of Auburn Department of Commerce ke.,M
- '� /;�-;�-/ /3
Date Date
APPROVED AS TO FORM ONLY
Sandra Adix(Signature on file)
S\County Files\!Statewide Projects\Contracts 11-13\IPZ ED Grant Assistant Attorney General
rog \City of Auburn\Grant Contract\City of Auburn S13-75102-
P doc July 6, 2011
Date
Page 1
Grant Number S13-75102-404
Special Terms and Conditions
State Grant
1 PREAMBLE
This GRANT, entered into by the City of Auburn (hereinafter referred to as the GRANTEE) and the
Department of Commerce (hereinafter referred to as COMMERCE, WITNESSES THAT
WHEREAS, COMMERCE has the responsibility under RCW 43 330 050(5) to provide financial and
technical assistance to the communities of the state, to assist in improving the delivery of federal, state,
and local programs, and to provide communities with opportunities for productive and coordinated
development beneficial to the well-being of communities and their residents, and
WHEREAS, COMMERCE selected the GRANTEE to receive funds and the GRANTEE shall use the funds
to undertake a project which furthers the goals and objectives of COMMERCE's Business Services Division
in accordance with its mission
2 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
A. The Representative for COMMERCE and their contact information are identified on the Face Sheet of
this GRANT
B The Representative for the GRANTEE and their contact information are identified on the Face Sheet of
this GRANT
3 COMPENSATION
COMMERCE shall pay an amount not to exceed $12,500 for the performance of all things necessary for or
incidental to the performance of work as set forth in Attachment "A"Workplan The GRANTEE'S
compensation for services rendered shall be based on the following rates or in accordance with the
following terms
Budget
An approved budget by category of expenditure is included as Attachment "B" of this GRANT and is
incorporated into the GRANT by reference The total amount of transfers of funds between line item
budget categories shall be twenty (20) percent of the total GRANT award as specified in Attachment "B" If
the cumulative amount of these transfers is expected to exceed the amount of twenty (20) percent as
specified in Attachment "B", the total project budget shall be subject to justification and negotiation of a
GRANT amendment by the GRANTEE and COMMERCE in advance of expenditures
Costs
A. Costs to be reimbursed by COMMERCE under this GRANT are those eligible costs incurred during the
performance of this GRANT work specified in Attachment "A" on or after January 1, 2013 Only eligible
project-related costs will be reimbursed Ineligible costs include, but are not necessarily limited to
capital expenses, such as land acquisition or construction costs, purchase of machinery; hosting
expenses, such as meals, lodging or transportation incurred by persons other than staff and volunteers
working directly on the project; lobbying or political influencing, and other costs which are not directly
related to the project.
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Grant Number S13-75102-404
B Travel and subsistence reimbursement shall be made in accordance with per diem rates and travel
allowances with rates set for state employees pursuant to RCW 43 03 050 and RCW 43 03 060 as now
existing or hereafter amended
Match
No match required
4 BILLING PROCEDURES AND PAYMENT
A. COMMERCE will pay the GRANTEE upon acceptance of product(s) provided and receipt of properly
completed invoices, which shall be submitted to the Representative for COMMERCE monthly or as
needed The invoices shall describe and document, to COMMERCE'S satisfaction, a description of the
work performed and the progress of the project.
B The invoice shall include the GRANT Number S13-75102-404 If expenses are invoiced, COMMERCE
may request that the GRANTEE provide a detailed breakdown of each expense 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 GRANTEE
C COMMERCE may in its sole discretion, terminate the GRANT or withhold payments claimed by the
GRANTEE for services rendered if the GRANTEE fails to satisfactorily comply with any term or
condition of this GRANT
D COMMERCE shall make no payments in advance or in anticipation of services or supplies to be
provided under this GRANT
E The final invoice voucher covering costs incurred for work performed on or before June 30, 2013 and
the final deliverable(s) as stated in Attachment "A" must be submitted by the GRANTEE prior to
July 5, 2013 to allow COMMERCE sufficient time to process the request. Payment of the final voucher
shall be contingent upon COMMERCE's receipt and approval of any products or deliverables
designated in Attachment "A" COMMERCE may, in its sole discretion, terminate the GRANT or
withhold payments claimed by the GRANTEE
F A sum of ten (10) percent of funds shall be withheld until activities and final products defined in
Attachment "A" have been successfully completed by the GRANTEE and accepted fully by
COMMERCE
5 INSURANCE
The GRANTEE agrees to secure and maintain insurance policies during the period of performance of this
GRANT with categories and limits of coverage sufficient to cover risks of GRANTEE's activities and
obligations under this GRANT
6 SUBCONTRACTS
A. The GRANTEE may enter into subcontracts for any of the work contemplated under this GRANT
without obtaining prior written approval of COMMERCE The GRANTEE shall follow local policies
regarding procurement, or in absence of local policies, shall use a competitive procurement process
B Each subcontract the GRANTEE enters into with subcontractors, creditors and others shall contain a
clause providing notice that the state and COMMERCE are not responsible for any legal obligation,
financial or otherwise, incurred by the GRANTEE or subcontractor
C COMMERCE reserves the right to monitor the subcontractor selection process and subcontractor's
documents either during or following the selection process
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Grant Number S13-75102-404
D The GRANTEE is responsible for the performance of any subcontractors The GRANTEE shall require
all subcontractors to follow the same rules and regulations as described in this document. All
subcontractors must be monitored by the GRANTEE to ensure fiscal accountability
7 ORDER OF PRECEDENCE
In the event of an inconsistency in this GRANT, the inconsistency shall be resolved by giving precedence
in the following order-
1 Applicable federal and Washington State statutes and regulations
2 Special Terms and Conditions including Attachment A— Scope of Work and Attachment B — Budget.
3 General Terms and Conditions
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Grant Number S13-75102-404
Attachment A—Workplan
GRANTEE City of Auburn
Grant Purpose/Outcome. This performance based grant is for activities designed to further regional cluster
growth and to integrate sector-based strategies with its support for the development of innovation partnership
zones (IPZ), specifically the Urban Center for Innovative Partnerships (Auburn IPZ)
To successfully achieve the grant purpose/outcome, project activities include but not limited to the following
outputs.
• Facilitate activities and advancement between the Auburn IPZ and the IPZ industry cluster
committees to further cluster growth,
• Identify strategic communication opportunities for potential sharing of resources to include
development of a website, database, connectability to WSU's research/commercialization
database, on-line survey capabilities, and cloud technology capabilities
• Develop an implementation strategy for the proposed training district ensuring that aerospace
industrial needs are met.
Deliverables (result of outputs).
• A report addressing the progress and highlights of the facilitated activities and a summary of
next steps,
• Evidence of website, databases, survey, and cloud technology development and,
• Copy of the implementation strategy feasibility study for the training district.
Progress Reports/Final Report:
A progress report is required to accompany reimbursement requests If a one-time reimbursement will
be requested at the completion of the project, a final report is required to accompany that request; and
is due July 5, 2013
Report(s) and reimbursement request(s) will be submitted electronically to the email address below
Reimbursement request(s) will be sent as a PDF document with authorized signature
Washington State Department of Commerce
Business Services Division
PO Box 42525
Olympia, Washington 98504-2525
ATTENTION Kathy Carlson
Email kathy.carlson(a)_commerce.wa.gov
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Grant Number S13-75102-404
Attachment B — Budget
Grant Recipient: City of Auburn Grant Award $12,500
The budget shall consist of the following elements
1 Projected Expenditures of COMMERCE Funds
Amount
a Personnel $5,500
b Contracted Services 5,000
C Project Related Expenses 2,000
d Travel 0
e Other 0
TOTAL COMMERCE AWARD $12,500
2 Special Budget Provisions
A. The total amount of transfers of funds between line item budget categories shall not exceed twenty (20)
percent of the total budget. If the cumulative amount of these transfers exceeds or is expected to
exceed twenty (20) percent, the total budget shall be subject to justification and negotiation of a
GRANT amendment by the GRANTEE and COMMERCE
B A sum of ten (10) percent of funds shall be withheld until activities and final products defined in
Attachment "A" have been successfully completed by the GRANTEE and accepted fully by
COMMERCE
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Grant Number S13-75102-404
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
A. DEFINITIONS
As used throughout this GRANT, the following terms shall have the meaning set forth below*
A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing to act on
the Director's behalf
B "COMMERCE" shall mean the Department of Commerce
C "Grantee" shall mean the entity identified on the face sheet performing service(s) under this GRANT,
and shall include all employees and agents of the GRANTEE
D "Personal Information" shall mean information identifiable to any person, including, but not limited to,
information that relates to a person's name, health, finances, education, business, use or receipt of
governmental services or other activities, addresses, telephone numbers, social security numbers,
driver license numbers, other identifying numbers, and any financial identifiers
E. "State" shall mean the state of Washington
F "Subgrantee" shall mean one not an employee of the GRANTEE, who is performing all or part of those
services under this GRANT under a separate GRANT with the GRANTEE The terms "subgrantee" and
"subgrantees" means subgrantee(s) in any tier
B ADVANCE PAYMENTS PROHIBITED
No payments in advance of or in anticipation of goods or services to be provided under this GRANT shall
be made by COMMERCE
C ALL WRITINGS CONTAINED HEREIN
This GRANT contains all the terms and conditions agreed upon by the parties No other understandings,
oral or otherwise, regarding the subject matter of this Grant shall be deemed to exist or to bind any of the
parties hereto
D AMENDMENTS
This GRANT 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
E 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
F APPROVAL
This GRANT shall be subject to the written approval of COMMERCE's Authorized Representative and shall
not be binding until so approved The GRANT may be altered, amended, or waived only by a written
amendment executed by both parties
G ASSIGNMENT
Neither this GRANT, nor any claim arising under this GRANT, shall be transferred or assigned by the
GRANTEE without prior written consent of COMMERCE
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Grant Number S13-75102-404
H ATTORNEYS' FEES
Unless expressly permitted under another provision of the GRANT, in the event of litigation or other action
brought to enforce GRANT terms, each party agrees to bear its own attorneys fees and costs
I AUDIT
A. General Requirements
GRANTEE's are to procure audit services based on the following guidelines
The GRANTEE shall maintain its records and accounts so as to facilitate the audit requirement and
shall ensure that Subgrantees also maintain auditable records
The GRANTEE is responsible for any audit exceptions incurred by its own organization or that of its
Subgrantees
COMMERCE reserves the right to recover from the GRANTEE all disallowed costs resulting from the
audit.
As applicable, GRANTEE's required to have an audit must ensure the audits are performed in
accordance with Generally Accepted Auditing Standards (GAAS), Government Auditing Standards (the
Revised Yellow Book) developed by the Comptroller General
Responses to any unresolved management findings and disallowed or questioned costs shall be
included with the audit report. The GRANTEE must respond to COMMERCE requests for information
or corrective action concerning audit issues within thirty (30) days of the date of request.
B State Funds Requirements
GRANTEE's expending $100,000 or more in total state funds in a fiscal year must have a financial audit
as defined by Government Auditing Standards (The Revised Yellow Book) and according to Generally
Accepted Auditing Standards (GAAS) The Schedule of State Financial Assistance must be included
The schedule includes
Grantor agency name
State program name
BARS account number
Grantor
COMMERCE Grant number
Grant award amount including amendments (total grant award)
Current year expenditures
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 certified public accountant selected
by the GRANTEE
The GRANTEE shall include the above audit requirements in any subgrants
In any case, the GRANTEE's financial records must be available for review by COMMERCE
C Documentation Requirements
The GRANTEE must send a copy of the audit report described above no later than nine (9) months
after the end of the GRANTEE's fiscal year(s) to
Department of Commerce
ATTN Audit Review and Resolution Office
1011 Plum Street SE
PO Box 42525
Olympia WA 98504-2525
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Grant Number S13-75102-404
In addition to sending a copy of the audit, when applicable, the GRANTEE must include
• Corrective action plan for audit findings within three (3) months of the audit being received by
COMMERCE
• Copy of the Management Letter
If the GRANTEE is required to obtain a Single Audit because of Circular A-133 requirements, no other
report is required
10 CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
A. "Confidential Information" as used in this section includes
1 All material provided to the GRANTEE by COMMERCE that is designated as "confidential" by the
COMMERCE,
2 All material produced by the GRANTEE that is designated as "confidential" by COMMERCE and
3 All personal information in the possession of the GRANTEE that may not be disclosed under state
or federal law "Personal information" includes but is not limited to information related to a person's
name, health, finances, education, business, use of government services, addresses, telephone
numbers, social security number, driver's license number and other identifying numbers, and
"Protected Health Information" under the federal Health Insurance Portability and Accountability Act
of 1996 (HIPAA)
B The 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 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 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 state or federal laws related thereto 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 whenever the GRANTOR 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 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 GRANT 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
12 COPYRIGHT PROVISIONS
Unless otherwise provided, all Materials produced under this GRANT shall be considered "works for hire"
as defined by the U S Copyright Act and shall be owned by the GRANTOR 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 GRANTEE 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
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Grant Number S13-75102-404
sound reproductions "Ownership" includes the right to copyright, patent, register and the ability to transfer
these rights
For Materials that are delivered under the GRANT, but that incorporate pre-existing materials not produced
under the GRANT, the GRANTEE 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 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, 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 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 COMMERCE shall have the
right to modify or remove any restrictive markings placed upon the Materials by the GRANTEE
13 DISPUTES
Except as otherwise provided in this GRANT, when a dispute arises between the parties and it cannot be
resolved by direct negotiation, either party may request a dispute hearing with COMMERCE's Director,
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 GRANTEE'S name, address, and GRANT number; and
• be mailed to the Director and the other party's (respondent's) Grant 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 GRANT 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
14 DUPLICATE PAYMENT
The GRANTEE certifies that work to be performed under this GRANT does not duplicate any work to be
charged against any other grant, subgrant, or other source
15 ETHICS/CONFLICTS OF INTEREST
In performing under this GRANT, the GRANTEE shall assure compliance with the Ethics in Public Service
Act (Chapter 42 52 RCW) and any other applicable state or federal law related to ethics or conflicts of
interest.
16 GOVERNING LAW AND VENUE
This GRANT 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
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Grant Number S13-75102-404
17 INDEMNIFICATION
To the fullest extent permitted by law, the GRANTEE shall indemnify, defend, and hold harmless the state
of Washington, COMMERCE, all other agencies of the state and all officers, agents and employees of the
state, from and against all claims or damages for injuries to persons or property or death arising out of or
incident to the GRANTEE's performance or failure to perform the GRANT The GRANTEE's obligation to
indemnify, defend, and hold harmless includes any claim by the GRANTEE's agents, employees,
representatives, or any Subgrantee or its agents, employees, or representatives
The GRANTEE's obligation to indemnify, defend, and hold harmless shall not be eliminated by any actual
or alleged concurrent negligence of the state or its agents, agencies, employees and officers
Subgrants shall include a comprehensive indemnification clause holding harmless the GRANTEE,
COMMERCE, the state of Washington, its officers, employees and authorized agents
The GRANTEE 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
18 INDEPENDENT CAPACITY OF THE GRANTEE
The parties intend that an independent contractor relationship will be created by this GRANT The
GRANTEE and its employees or agents performing under this GRANT 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 will be solely with the GRANTEE
19 INDUSTRIAL INSURANCE COVERAGE
The GRANTEE shall comply with all applicable provisions of Title 51 RCW, 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, 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
20 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 including, but not limited to
Washington State Laws and Regulations
A. Affirmative action, RCW 41 06 020 (11)
B Boards of directors or officers of non-profit corporations — Liability- Limitations, RCW 4 24 264
C Disclosure-campaign finances-lobbying, Chapter 42 17 RCW
D. Discrimination-human rights commission, Chapter 49 60 RCW
E. Ethics in public service, Chapter 42 52 RCW
F Office of minority and women's business enterprises, Chapter 39 19 RCW and Chapter 326-02 WAC
G Open public meetings act, Chapter 42.30 RCW
H. Public records act, Chapter 42 56 RCW
I. State budgeting, accounting, and reporting system, Chapter 43 88 RCW
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Grant Number S13-75102-404
21 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
22 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 GRANT
23 NONCOMPLIANCE WITH NONDISCRIMINATION LAWS
During the performance of this GRANT, the GRANTEE shall comply with all federal, state, and local
nondiscrimination laws, regulations and policies In the event of the GRANTEE's non-compliance or refusal
to comply with any nondiscrimination law, regulation or policy, this GRANT may be rescinded, canceled or
terminated in whole or in part, and the GRANTEE may be declared ineligible for further Grants with the
state The GRANTEE 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
24 POLITICAL ACTIVITIES
Political activity of GRANTEE employees and officers are limited by the State Campaign Finances and
Lobbying provisions of Chapter 42 17 RCW and the Federal Hatch Act, 5 USC 1501 - 1508
No funds may be used under this GRANT for working for or against ballot measures or for or against the
candidacy of any person for public office
25 PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION
The funds provided under this GRANT 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 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
26 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
27 RECAPTURE
In the event that the GRANTEE fails to perform this GRANT in accordance with state laws, federal laws,
and/or the provisions of this GRANT, COMMERCE reserves the right to recapture funds in an amount to
compensate COMMERCE for the noncompliance in addition to any other remedies available at law or in
equity
Repayment by the GRANTEE 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 GRANT
28 RECORDS MAINTENANCE
The GRANTEE shall maintain all books, records, documents, data and other evidence relating to this
GRANT and performance of the services described herein, including but not limited to accounting
procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature
Page 12
Grant Number S13-75102-404
expended in the performance of this GRANT GRANTEE shall retain such records for a period of six years
following the date of final payment.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be
retained until all litigation, claims, or audit findings involving the records have been finally resolved
29 REGISTRATION WITH DEPARTMENT OF REVENUE
If required by law, the GRANTEE shall complete registration with the Washington State Department of
Revenue
30 RIGHT OF INSPECTION
At no additional cost all records relating to the GRANTEE's performance under this GRANT 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 GRANT The GRANTEE shall provide access to its facilities
for this purpose
31 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 and prior to normal completion, COMMERCE may terminate the GRANT
under the "Termination for Convenience" clause, without the ten business day notice requirement. In lieu
of termination, the GRANT t may be amended to reflect the new funding limitations and conditions
32 SEVERABILITY
If any provision of this GRANT or any provision of any document incorporated by reference shall be held
invalid, such invalidity shall not affect the other provisions of this GRANT that can be given effect without
the invalid provision, if such remainder conforms to the requirements of law and the fundamental purpose
of this GRANT and to this end the provisions of this GRANT are declared to be severable
33 SUBGRANTING
The GRANTEE may only subgrant work contemplated under this GRANT if it obtains the prior written
approval of COMMERCE
If COMMERCE approves subgranting, the GRANTEE shall maintain written procedures related to
subgranting, as well as copies of all subgrants and records related to subgrants For cause, COMMERCE
in writing may- (a) require the GRANTEE to amend its subgranting procedures as they relate to this
GRANT, (b) prohibit the GRANTEE from subgranting with a particular person or entity; or (c) require the
GRANTEE to rescind or amend a subgrant.
Every subgrant shall bind the Subgrantee to follow all applicable terms of this GRANT The GRANTEE is
responsible to COMMERCE if the Subgrantee fails to comply with any applicable term or condition of this
GRANT The GRANTEE shall appropriately monitor the activities of the Subgrantee to assure fiscal
conditions of this GRANT In no event shall the existence of a subgrant operate to release or reduce the
liability of the GRANTEE to COMMERCE for any breach in the performance of the GRANTEE's duties
Every subgrant shall include a term that COMMERCE and the State of Washington are not liable for claims
or damages arising from a Subgrantee's performance of the subgrant.
34 SURVIVAL
The terms, conditions, and warranties contained in this GRANT that by their sense and context are
intended to survive the completion of the performance, cancellation or termination of this GRANT shall so
survive
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Grant Number S13-75102-404
35 TAXES
All payments accrued on account of payroll taxes, unemployment contributions, the GRANTEE's income or
gross receipts, any other taxes, insurance or expenses for the GRANTEE or its staff shall be the sole
responsibility of the GRANTEE
36 TERMINATION FOR CAUSE / SUSPENSION
In event COMMERCE determines that the GRANTEE failed to comply with any term or condition of this
GRANT, COMMERCE may terminate the GRANT in whole or in part upon written notice to the GRANTEE
Such termination shall be deemed "for cause " Termination shall take effect on the date specified in the
notice
In the alternative, COMMERCE upon written notice may allow the GRANTEE a specific period of time in
which to correct the non-compliance During the corrective-action time period, COMMERCE may suspend
further payment to the GRANTEE in whole or in part, or may restrict the GRANTEE's right to perform
duties under this GRANT Failure by the GRANTEE to take timely corrective action shall allow
COMMERCE to terminate the GRANT upon written notice to the GRANTEE
"Termination for Cause" shall be deemed a "Termination for Convenience" when COMMERCE determines
that the GRANTEE did not fail to comply with the terms of the GRANTor when COMMERCE determines
the failure was not caused by the GRANTEE's actions or negligence
If the GRANT is terminated for cause, the GRANTEE shall be liable for damages as authorized by law,
including, but not limited to, any cost difference between the original GRANT and the replacement GRANT,
as well as all costs associated with entering into the replacement GRANT (i e , competitive bidding,
mailing, advertising, and staff time)
37 TERMINATION FOR CONVENIENCE
Except as otherwise provided in this GRANT, COMMERCE may, by ten (10) business days written notice,
beginning on the second day after the mailing, terminate this GRANT, in whole or in part. If this GRANT is
so terminated, COMMERCE shall be liable only for payment required under the terms of this GRANT for
services rendered or goods delivered prior to the effective date of termination
38 TERMINATION PROCEDURES
After receipt of a notice of termination, except as otherwise directed by COMMERCE, the GRANTEE shall
A. Stop work under the GRANT on the date, and to the extent specified, in the notice,
B Place no further orders or subgrants for materials, services, or facilities related to the GRANT,
C Assign to COMMERCE all of the rights, title, and interest of the GRANTEE under the orders and
subgrants 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 Any attempt by the GRANTEE
to settle such claims must have the prior written approval of COMMERCE, and
D Preserve and transfer any materials, GRANT deliverables and/or COMMERCE property in the
GRANTEE'S possession as directed by COMMERCE.
Upon termination of the GRANT, COMMERCE shall pay the GRANTEE for any service provided by the
GRANTEE under the GRANT prior to the date of termination COMMERCE may withhold any amount due
as COMMERCE reasonably determines is necessary to protect COMMERCE against potential loss or
liability resulting from the termination COMMERCE shall pay any withheld amount to the GRANTEE if
COMMERCE later determines that loss or liability will not occur
The rights and remedies of COMMERCE under this section are in addition to any other rights and remedies
provided under this GRANT or otherwise provided under law
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Grant Number S13-75102-404
39 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 unless stated to be such
in writing and signed by Authorized Representative of COMMERCE
Page 15
STATE
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STATE OF WASHINGTON
DEPARTMENT OF COMMERCE
1011 Plum Street SE•PO Box 42525. Olympia, Washington 98504-2525• (360)725-4000
www commerce.wa.gov
February 28, 2013
Mr Doug Lein
Economic Development Manager
City of Auburn
25 West Main Street
Auburn, Washington 98001
Dear Mr Lein.
Enclosed is executed grant number S13-75102-404 between the Washington State Department of
Commerce and the City of Auburn.
I will send you an electronic expenditure workbook. The workbook includes three tabs. A-19 voucher
distribution, expenditure detail and comments. To ensure accuracy,the A-19 has formulas in place so all
you will do is complete the"Amount This Invoice"column and the balance will update automatically
Each time you submit a request for reimbursement, I will return an updated electronic copy to you with
updated balances. Please use our updated forms for each request. Our fiscal office is now accepting PDF
copies of A-19 vouchers rather than mailing in the A-19 with original signature
Progress Reports/Final Report:
A progress report is required to accompany reimbursement requests. If a one-time reimbursement will be
requested at the completion of the project, a final report is required to accompany that request; and is due
July 5,2013
If you have any questions about the reporting process, please contact me at(360) 725-4187 or
kathy.carlson@coininerce.wa.gov I will be the contact for this grant and will be available for questions
through-out the duration of the grant period to assist you in the administration and successful completion
of your project. I look forward to working with you again.
Sincerely,
Kathy Carl
Contracts Coordinator
Enclosures Executed Grant