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HomeMy WebLinkAboutAgreements/Contracts - Central ServicesGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: Central Services DATE: 3/20/24 REQUEST SUBMITTED BY: Tom Gaines PHONE: 3276 CONTACT PERSON ATTENDING ROUNDTABLE. Tom Gaines CONFIDENTIAL INFORMATION: DYES ®NO �7Agreement /Contract DAP Vouchers ❑Bids /RFPs /Quotes Award id Opening Scheduled ❑Appointment/Rea oin pp tment ❑ABPA Related []Computer Related ❑County Code EJ Facilities Related El Financial ❑ Boards / Committees EJ Emergency Purchase 11 Budget []Employee Rel. ❑Invoices /Purchase Orders ❑Fed/State/Co Grants — Fed/State/County ❑Funds Ell-eases9 ❑Hearin ❑Minutes ❑Ordinances❑MOA ❑Policies ❑ Proclamations ❑Out of State Travel / MOU El Petty Cash 1:1 Recommendation El Professional Sery/Con sultant ❑Tax Levies EJ Request for Purcha se ❑Support Letter ❑ Resolution ❑T hank You's []Tax Title Property p Y ❑Sur lus Re p q. ❑WSLCB DATE OF ACTION: APPROVE: DENIED ABSTAIN D1: L'�°WSdJ D2: D3: DEFERRED OR CONTINUED TO: GRANT AGREEMENT FACE SHEET Agreement Number: K5051 Washington State Department of Agriculture FAIRS PROGRAM K24-091 CAPITAL PROJECT GRANTS 1. Grantee 2. Fair Facility Grant County Grant County Fair PO Box 37 3953 Airway Drive NE Ephrata, WA 98823 Moses Lake, WA 98837 3. Grantee Representative 4. WSDA Representative Tom Gaines, Central Services Director Anne Norman, Fairs Program Administrator Phone: 509-237-2920 Phone: (360) 902-2043 tqsines (ftrantcounlywa.gov fairs(@-a-qr.wa.gov 5. Grant Amount 6. Grant Start Date 7. Grant End Date $145,000.00 Upon Final Signature May 31, 2025 8. Biennium: 2023-20259. Project Must Be Completed By 10. Tax ID # May 31, 2025 11 - Statewide Vendor # 12. UBI # 916001319 2426-40 132001 884 13. Grant Purpose WSDA and Grantee have entered into this Agreement to provide funding for a capital improvement project to make health or safety improvements to agricultural fairgrounds or fair facilities in order to benefitparticipsant and the fair -going public Pursuant to RCW 15.76.165. WSDA and Grantee agree to the terms of this Agreement as set forth in thi SHEET, the TERMS AND CONDITIONSs GRANT AGREEMENT FACE , and the following documents incorporated by reference: ATTACHMENT 1: GRANTEE'S APPLICATION FOR CAPITAL GRANT FUND CERTIFICATION OF AVAILABILITY OF FS; ATTACHMENT II: UNDS TO COMPLETE PROJECT. This Agreementoverns the g rights and obligations of both parties to this Agreement, which is executed on the date below to start as of the date and year last written below. FOR THE GRANTEE FOR THE WASHINGTON STATE DEPARTMENT OF By signing this agreement, I bind the Grantee to this AGRICULTURE Agreement and certify that I am authorized to do so. Cindy Carter Chair, Grant County Commissioners Gloriann Robinson Acting Administrative Regulations Manager - Date Lq Date ❑ Additional signatures on next page APPROVED AS TO FORM ONLY Check box if true Steve Scheele December 15, 2023 Assistant Attorney General TERMS AND CONDITIONS Washington State Department of Agriculture Fairs Program CAPITAL PROJECT GRANT TERMS AND CONDITIONS 1. DEFINITIONS The following definitions apply throughout this Agreement. "Agreement" means this Capital Project Grant Agreement, specifically the Grant Agreement F ora g ace Sheet, the Terms and Conditions, and all documents incorporated ted by reference including Attachment I: Grantee's Application for Capital Grant Funds, Attachment II: Certification of Availability of Funds to Complete Project. sect. "Capital Project" means the capital improvement project described in Section 4. "Fair Facility" means the agricultural fairgrounds or fair facility owned by the Grantee and located shown for the Fair Facility on the Grant Agreement Face Sheet. at the address "Grant Amount" means the total amount of funding under this Agreement, as set forth on the Grant Agreement Face Sheet. "Grantee" means the entity identified as the Grantee on the Grant Agreement Face Sheet wh Agreement, and includes all employees and a agents of o is a Party to the g the Grantee. "WSDA" means the Washington State Department of Agriculture, who is a Part to the Agreement. g ree ment. 2. AUTHORITY AND PURPOSE Acting under the authority of RCW 15.76.165, WSDA has awarded the Grantee fundingunder undertake a capital improvement project to make this Agreement to p J health or safety improvements to agricultural fairgrounds or fair facilities in order to benefit participants and the fair -going public. Grantee will undertake b means, to construct, install, build or otherwise � Y whatever legal cause the completion of the Capital Project at the Fair Facility. Grantee must perform in accordance with this Agreement s terms and conditions and all applicable and local laws and ordinances, which b this reference pp federal, state, fully herein. Y e are incorporated into this Agreement as though set forth 3. FUNDING WSDA shall pay an amount not to exceed the awarded Grant Amount for the eligible costs n incidental to the performance of work as set forth for the Capital Projectg necessary for or . 4. CAPITAL PROJECT Grantee must use the funding awarded by WSDA under this Agreement sole) for the capital set forth in ATTACHMENT I: GRANTEE'S APPLICATION FOR CAPITAL GRANT FUNDS, which includes installing lights around the centerfield area, including poles, led lights and controllers. 5. COMMUNITY BENEFITS In consideration for the funding under this Agreement, Grantee agrees torovide the following benefits. p g community a. Use of the Capital Project in the course of holding an agricultural fair as defined b RCW 1 y 5.76.110. b. If charging admission fees for the agricultural fair(s), a charge to the general public that i consistent with the standard fees charged at g p s reasonable and g other public agricultural fairs and, to the extent possible, discount or free admission to special populations such as military families, foster families seniors, babies, and toddlers. ,student groups, c. Access to the Fair Facility and its exhibits and programs to persons of differing abilities. d. Where possible, availability of the Fair Facility for rental at reasonable or discounted cost for educational or public programs benefitting the public. Grant County Page 2 Fair Capital K5051 p Project Grant e. Space for charity and other nonprofit community organizations to conduct fundraising or educational activities. f. Support other local groups and programs in promoting the welfare of farm people including the exhibition of livestock and agricultural p p and rural living g icultural produce of all kinds, and exhibition of related arts and manufactures including products of the farm home, and exhibition of educational contests, demonstrations designed to train Youth. displays, and 6. CHANGE OF OWNERSHIP OR USE a. Grantee understands and agrees that Grantee must hold and use all realro ert p p Y and facilities acquired, constructed, improved, or rehabilitated with Grant funds for a period of at least three (3) years following termination or expiration of this Agreement for the express purposes of the Capital P CommunityBenefits un () p Project and the der Section 5. b. If the Grantee is found to be out of compliance with this section the Grantee rant an � e must repay to the state general fund the amount of the g d interest as provided in the Recapture provision, Section 17. 7. CERTIFICATION OF NON -STATE MATCHING FUNDS OR IN-KIND SERVICES a. The release of state funds under this Agreement is contingent upon the Grantee certifying t fying that it has expended or has access to non -state matching funds or in-kind services from other sources as set forth in ATTACHMENT II: CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPL to complete all construction and activitie ETE THE PROJECT s identified for the Capital Project. b. Grantee shall maintain records sufficient to evidence that it has access to or has expended funds from such sources, and shall make such records available for WSDA's review upon request. 8. PROJECT EXPENDITURES ELIGIBLE FOR REIMBURSEMENT WSDA will make payments to the Grantee on a reimbursement basis only. For the eligible costs are construed to mean costs incurredY purposes of this Agreement, and paid, or costs incurred and payable within thirty (30) days. Only costs incurred between (1) the grant start date and (2) grant end date as shown in Y Face Sheet, and timely invoiced are eligible for � the Grant Agreement g reimbursement under this Agreement. No final invoice voucher is eligible for reimbursement unless it is submitted at the same time as or after submittal of Completion Report in Section 10. the Certified Project Grantee must not request reimbursement for services and expenses that Grantee has other art charged or will charge to the State of Washington or any party under any other contract or agreement. WSDA is not liable for payment of such charges. Disallowed Costs: The Grantee is responsible for any audit exceptions or disallowed cos organization or that of its subcontractors. is incurred by its own 9. BILLING PROCEDURES AND PAYMENT a. WSDA will reimburse Grantee for eligible project expenditures up to the maximum a Agreement. Grantee must submit a signed payable under this the9 and completed Invoice Voucher (Form A-19), referencing in project activity performed, and any appropriate documentation. The Invoice Voucher must b by an official of the Grantee with authorityto bind the Grant a certified Grantee. b. Grantee may submit a single Invoice Voucher for the full grant amount or no -more -than -monthly periodic Invoice Vouchers. WSDA will reimburse no more than seventy-five percent (75%) of the grant amount until all project activities are complete and the Grantee submits a j complete Certified Pro Report as required by Section 10. p Project Completion c. Each Invoice Voucher must be accompanied by a Project Status Report, which describes, project since p � bes, in narrative form, the progress made on thej p nce the last invoice was submitted, as well as a report of project status to date, and all receipts associated with work described in the Project Status Re release payment for any reimbursement re ue port. WSDA will not q st without receiving a Project Status Report. d. The Grantee shall submit all Invoice Vouchers and any required documentation to' WSDA s Agreement Manager shown in Section 35. Proof of cashed checks must include both the front and back of the check. e. WSDA will process reimbursement after approving the Invoice Voucher and Project Status Report. f. Payment shall be considered timely if made by WSDA within thirty (30) calendar days after receipt ofproperly completed invoices. Grant County Page 3 K5051 Fair Capital Project Grant g. Grantee must submit the final invoice voucher no later than July 15, 2025. Unless the Legislature has re -appropriated the funding, WSDA will not make payment on vouchers submitted after Jul 1 2025. Y 5, 10. CERTIFIED PROJECT COMPLETION REPORT The Grantee shall complete a Certified. Project Completion Report when the Capital complete. Project is report must include: J p ete. The a. A certified statement that the Capital Project is complete and, if applicable, meets required standards. ds. b. Before and after photographs, either hard copy or electronic, of the Fair Facility g showin the Capital Project. c. A certified statement of the actual dollar amounts spent, from all funding sources, in completing the Capital Project. This includes the value of in-kind services performed. d. Certification that all costs associated with the project have been incurred and accounted for. Costs are incurred when goods and services are received and/or Agreement work is performed. e. Consultation with Department of Archaeology and Historic Preservation (DAHP). Certification that Grantee consulted with DAHP. f. Certification that Grantee is and will continue to provide Community Benefits set forth in Section 5. g. A final invoice voucher for the remaining eligible funds, unless Grantee intends to submit the final invoice voucher after submitting the project completion report. 11. QUARTERLY REPORTS a. Grantee shall submit quarterly reports to WSDA by the due date on each report form. b. By December 31, 2024, Grantee must affirm in writing that the project will be completed b unless Grantee has prior submitted a Certified Project Completion Reportp Y May 31, 2025, . c. The Grantee shall furnish WSDA with other reports as WSDA may require. d. Failure to file reports as requested may result in termination of this Agreement. 12. LACK OF ADEQUATE PROGRESS Grantee's inability to affirm by December 31, 2024, that the project will be complete b May 31 2025 for WSDA to terminate the Agreement in whole or in art f Y Y � , is a basis p or cause as provided in Section 27. At WSDA's discretion, the parties may modify this Agreement in lieu of termination. 13. EVALUATION AND MONITORING a. The Grantee shall cooperate with and freely participate in any monitoring or evaluation activities conducted by WSDA, including site inspections, if requested. b. If requested by WSDA, Grantee must provide photographs, either hard co or electronically, visually depict the progress made on theproject.pY y, which g c. WSDA or the State Auditor and any of their representatives shall have full access to and the right g t fio examine all of the Grantee's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine, and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, payrolls, and records of matters covered by this Agreement. Such rights last for six (6) years from the date final payment is made. 14. SIGNAGE, MARKERS, AND PUBLICATIONS If, during the period covered by this Agreement, the Grantee displays or circulates an communication, publication, or donor recognition identifying the financial participants Y n' Y 9 p ticipants in the project, any such communication or publication must identify "The State of Washington" and "The Washington State Department of Agriculture —Fairs Program" as participants. p g 15. 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 buildingDepartment. p nt. 16. PREVAILING WAGE LAW Grant County Page 4 1 Fair Capital Project Grant K5051 p The project funded under this Agreement is subject to state prevailing wage law (chapter 39.12 RCW). The Grantee is advised to consult the Industrial Statistician at the Washington Department of Labor and Industries to determine the prevailing wages that must be paid. WSDA is not responsible for determining the prevailing wages applying to this project or for any prevailing wage payments that may be required by law. 17. RECAPTURE PROVISION a. If Grantee fails to expend state funds in accordance with state law or therovisions of this recapture state fund p s Agreement, WSDA reserves the right to reca p s in an amount equivalent to the principal amount of the grant plus interest. Interest is calculated at the rate of interest on State of Washington general bonds issued most closely to the date of authorization of the grantg g obligation . b. Repayment by the Grantee of state funds under this recapture provision shall occur of demand. If WSDA is required to institute within thirty (30) days q proceedings to enforce this recapture provision, WSDA is entitled to its cost thereof, including reasonable attorney's fees. c. If Grantee fails to perform this Agreement in accordance with state laws, federal laws and/or the provisions of this Agreement, WSDA reserves the right to recapture all funds disbursed under the Agreement, in addition to any other remedies available at law or in equity. 18. AMENDMENTS The parties may amend this Agreement by mutual agreement. Such amendments shall no personnel authorize not be binding unless they are in writing and signed by p d to bind each of the parties. 19. SAVINGS If funding from state or other sources is withdrawn, reduced, or limited in an way after the completion, WSDA y y effective date of this Agreement and prior to normal com p A may terminate the Agreement for convenience under Section 27, without the ten (10) business days' notice requirement. In lieu of termination and at WSD ' A s discretion, the parties may amend the Agreement to reflect thenew funding limitations and conditions. 20. NONDISCRIMINATION a. Nondiscrimination Requirement. During the term of this Agreement, Grantee including shall not discriminate on the bases enumerated at � g any subcontractor, RCW 49.60.530(3). In addition, Grantee, including any subcontractor, shall give written notice of this nondiscrimination requirement to an labor with which Grantee, or subcontractor, has a collective bar Y organizations gaining or other agreement. The funds provided under this Agreement shall not be used to fund religious worship, ex instruction. No person shall be required to participate g p� ercise, or q p pate in any religious worship, exercise, or instruction in order to have access to the facilities funded by this Agreement. b. Obligation to Cooperate. Grantee, including any subcontractor, shall cooperate and comply with anyWashingfion state agency investigation regarding any allegation that Grantee, including any subcontractor, has engaged in discrimination prohibited by this Agreementursuant to RC 49.60.530(3). p W c. Default. Notwithstanding any provision to the contrary, WSDA may suspend Grantee in subcontractor, upon notice of a failure to participate p including any. p ticipate and cooperate with any state agency investigation into alleged discrimination prohibited by this Agreement, pursuant to RCW 3 49.60.530 . An lace until WS () y such suspension will remain in p DA receives notification that Grantee, including any subcontractor, is cooperating with the investigating state agency. In the event Grantee or ed in discrimination subcontractor, is determined to have engaged identified dentified at RCW 49.60.530(3), WSDA may terminate this Agreement in whole or in part, and Grantee, subcontractor, or both, may be referred provided in RCW 39.26.200. Grantee or subcontractorY for debarment as may be given a reasonable time in which to cure this noncompliance, including implementing conditions consistent with an court-ordered ' or settlement agreement. Y injunctive relief d. Remedies for Breach. Notwithstanding any provision to the contrary, in the event of Y Agreement termination or suspension for engaging in discrimination, Grantee, subcontractor, or both law incl � ,shall be liable for contract damages as authorized by including, but not limited to, any cost difference between the original Grant and the replacement or cover Grant and all administrative costs direct) related competitive bidding, Y to the replacement Grant, e.g., cost of the com p ng, mailing, advertising and staff time, which damages are distinct from any penalties imposed under Chapter 49.60, RCW. Grantee pursuant to Sectio may also be required to repay grant funds p n 17 (Recapture) of the Terms and Conditions if the Grant County Page 5 Fair Capital K5051 p tal Project Grant Agreement is terminated based on a violation of the nondiscrimination requirement. WSDA shall have the right to deduct from any monies due to Grantee or subcontractor, or that thereafter become due an amount for damages Grantee or subcontractor will owe WSDA for default under this provision. ' 21. HISTORICAL AND CULTURAL ARTIFACTS. Prior to approval and disbursement of any funds awarded under this Agreement, Grantee shall cooperate with WSDA to complete the requirements of Governor's Executive Order 21-02 or Grantee shall complete under Section 106 of the National Historic Preservation p to a review ton Act, if applicable. WSDA will not disburse any funds under this Agreement unless and until WSDA determines that adequate consultation has been completed as required by Executive Order 21-02. Project activities commenced prior to the completion of adequate consultation may not be reimbursed and are undertaken at Grantee's own riskp quate . Grantee agrees that the Grantee is legally and financially responsible for compliance with all and agreements related to the reservation p laws, regulations, p of historical or cultural resources and agrees to hold harmless WSDA 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 Agreement. In addition to the requirements set forth in this Agreement, Grantee shall in accordance with Governor's Executive Order 21-02 as applicable, coordinate with WSDA and the Washington State Department g p t of Archaeology and Historic Preservation ("DAHP"), including any recommended consultation with any affected tribe(s), during Capital Project design and prior to construction to determine the existence of an resources affected by the Capital Project. GRANTEE y tribal cultural p J E agrees to avoid, minimize, or mitigate impacts to the cultural resource as a continuing prerequisite to receipt of funds under this Agreement. The Grantee agrees that, unless the Grantee is proceeding under an approved historical and cultural monitoring plan or other memorandum of agreement, if historical or cultural artifacts are discovered duringconstruction, Grantee shall immediately stopconstruction and notify t uction, the y the local historical preservation officer and the state's historical preservation officer at DAHP, and the WSDA Representative identified on the Grant Agreement Sheet. If human remains are uncovered, the Grantee shall g ement Face report the presence and location of the remains to the coroner and local enforcement immediately, then contact DAHP and the concerned tribe's cultural staff or committee. The Grantee shall require this provision to be contained in all subcontracts for work or services for any activities associated with the Capital Project to be funded under this Agreement. In addition to the requirements set forth in this Agreement, Grantee agrees to comply with RCW 27. Indian Graves and Records; RCW 27.53 regarding Ar p y 44 regarding g g chaeological Sites and Resources; RCW 68.60 regarding Abandoned and Historic Cemeteries and Historic Graves; and WAC 25-48 regarding Archaeological I Excavationand Removal Permits. Completion of the requirements of Section 106 of the National Historic Preservation Act shall substitute for completion of Governor's Executive Order 21-02. In the event that the parties find it necessary to amend the scope of the j Capital Project, the Grantee may be required to re -comply with Governor's Executive Ord � Order 21- p � 02, or Section 106 of the National Historic Preservation Act. 22. CONFLICT OF INTEREST Grantees must maintain and comply with written standards of conduct coveringconflicts of interest the actions of its employees engaged in the selection and governing , award and administration of contracts. Grantee must comply with the following minimum requirements: No employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a grant award if he or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her artner, organization which employs or is about to employ an of y p , or an p y y the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract. The officers employees, agents of the Grantee may neither solicit nor accept gratuities, � em p Yes, and p g ties, favors, or anything of monetary value from contractors or parties to subcontracts and must comply with RCW 39.26.020. However Grantee may set standards for situations in which the financial interest is not substantial or theift is an unsolicited item provide for disciplinary g of nominal value. The standards of conduct must p ciplinary actions to be applied for violations of such standards by officers, employees, or agents of the Grantee. If the Grantee has a parent, affiliate, or subsidiary organization that is not a state, localovernmen recognized tribe, the Grantee must also maintain writteng t, or federally standards of conduct covering organizational conflicts of Grant County Page 6 K5051 Fair Capital Project Grant interest. Organizational conflicts of interest means that because of parent a relationships with or subsidiary organization, the grantee is unable ora p p ent company, affiliate, appears to be unable to be impartial in conducting a procurement action involving a related organization. 23. DISPUTES Except as otherwise provided in this Agreement, when a dispute arises between thear negotiation, either p ties that cannot be resolved through discussion and ne g ther party may request a dispute hearing. The parties shall select a dispute resolution team to resolve the dispute. The dispute resolution team shall consist of a representative appointed by the WSDA, a representative appointed by the Grantee, and a thirdart mutual) both parties. The dispute resolution team shall attempt, b p Y Y agreed upon by p , y majority vote, to resolve the dispute. The parties agree that this dispute process shall precede any action in a judicial or . quasi-judicial setting. 24. HOLD HARMLESS a. This Agreement is solely for the benefit of the parties and gives no right to an other party to this Agreement. Each art is responsible g Y entity that is not a party p ble and assumes liability for its own negligent acts or omissions, or those of its officers, agents, or employees to the fullest extent required b I of negligence of more than one art an dams q Yaw. In the case party, Y damages allowed shall be levied in proportion to the percentage of negligence attributable to each party, and each party shall have the right to see contribution from the other part proportion to the g k Y in p p e percentage of negligence attributable to the other party. b. This indemnification clause also applies to all causes of action arisingout of the e Agreement. Each con performance of work activities under this A g tract for services or activities utilizing funds provided in whole or in part by this Agreement must include a provision that WSDA and the State of Washington for damages or claims from damages arisingfrom an sub g are not liable y contractor's performance or activities under the terms of the contracts. 25. INDEPENDENT CAPACITY OF GRANTEE The Grantee and its employees or agents performing under this Agreement are not employees g p ogees or agents of the state of Washington or WSDA. The Grantee will not hold itself out as or claim to be an officer or employee of WSDA or of the state of Washington by reason hereof, nor will the Grantee make an claim benefit which would accrue to such officer or em Y im of right, privilege or employee under law. Conduct and control of the work will be sole) with the Grantee. Y 26. RECORDS MAINTENANCE The Grantee shall maintain books, records, receipts, documents, data and other evidence Agreement and Capital Project fora period of six relating to this p (6) years following the date of final payment. At no additional cost, these records, including materials generated under the contract, shall be subject at all r inspection, review, or audit by WSDA, personnel duly au � reasonable times to p y thorized by WSDA, the Office of the State Auditor, and federal and state officials so authorized by law, regulation, or agreement. If an litigation, before the expiration of the six 6 year period, Yclaim, or audit is started () Y p , the records shall be retained until all litigation, claims or audit findings involving the records have been resolved. ' 27. TERMINATION OR SUSPENSION a. For Cause: If WSDA determines the Grantee has failed to comp) with the conditions a timely manner, WSDA has the right to ter Y of this Agreement in g terminate this Agreement. Before terminating the Agreement, WSDA shall notify the Grantee in writing of the need to take corrective action. If corrective action. is not taken within twenty (20) calendar days, , A may terminate the Agreement and seek recapture of funds as provided in Section 17. b. For Failure to Complete: If the Grantee fails to complete the Capital Project b the Agreement F p 1 Y Project Completion Date shown on the Grant A g ace Page, WSDA may terminate this Agreement and seek recapture of funds as provided in Section 17. c. For Convenience: Except as otherwise provided in this Agreement, WSDA ma terminin whole or in part, after ten(10)written n Y ate this Agreement, days Y notice, beginning on the second day after the mailing. If this Agreement is so terminated, WSDA shall be liable only for payment required g s p Y q under the terms of this Agreement for services rendered or goods delivered prior to the effective date of termination. d. Suspension: WSDA reserves the right to suspend all or part of the Agreementwith a g � hold further payments, or prohibit the Grantee from incurring additional obligations of funds during investigation of an alleged Grant County Page 7 K5051 Fair Capital Project Grant compliance breach and pending corrective action by the Grantee or a decision b WSDA to Agreement. Y terminate the e. The rights and remedies of WSDA provided in this contract are not exclusive and are in other rights and remedies, provided by law. addition to any 28. ORDER OF PRECEDENCE In the event of an inconsistency in this Agreement, the inconsistent shall be resolved b the following order: Y Y giving precedence in a. Applicable federal and state of Washington statutes and regulations b. Grant Agreement Face Sheet c. Terms and Conditions d. Attachments 29. OWNERSHIP OF PROPERTY WSDA makes no claim to any real property improved or constructed with funds awarded acquire an ownership under this Agreement, does not assert, and will not ac q Y p interest in or title to the capital facilities and/or equipment constructed or purchased with state funds under this Agreement. This provision does not extend to claims that WSDA may bring against the Grantee in recapturing p g funds expended in violation of this Agreement. 30. ENTIRE AGREEMENT This Agreement contains all the terms and conditions agreed upon b the parties. No O or otherwise, regardingthe subject matter of Y p other understandings, oral ) this Agreement shall be deemed to exist or to bind any of the parties hereto. 31. GOVERNING LAW AND VENUE This Agreement shall be construed and interpreted in accordance with the laws of the state the venue of any action brought hereunder shall of Washington, and g be in the Superior Court for Thurston County. 32. SEVERABILITY The provisions of this Agreement are intended to be severable. If an term or provision is reason whatsoever, such illegality or invalidity Y p illegal Or invalid for any g Y y shall not affect the validity of the remainder of the Agreement. 33. SURVIVAL The terms, conditions, and warranties contained in this Agreement that b their sense an survive the completion of the performance, ca Y d context are intended to p cancellation, or termination of this Grant shall so survive, includin but not limited to the following sections: Capital Project, Community Benefits, Chan e of Own g Evaluation and Monitoring, Reca ture Provision g Ownership or Use, p , Hold Harmless, and Records Maintenance. 34. WAIVER WSDA's failure to insist on strict performance of any provision in this Agreement or to ex upon a breach of any provision or the acceptance g exercise any right based p of any performance during such breach, shall not constitute a waiver of any right under this Agreement. 35. GRANT MANAGEMENT The Agreement manager for each of the parties shall be responsible for and shall be the communications and billings regarding the performance contact person for all g g p ance of this Agreement. The Agreement Manager for the Grantee is: Tom Gaines, Central Services Director Grant County Fairgrounds 3953 Airway Dr. NE Moses Lake, WA 98837 Telephone: 509-754-2011 x3276 E-mail: tgaines@grantcountywa.gov Grant County Page 8 K5051 The Agreement Manager for WSDA is: Anne Norman, Fairs Program Administrator Washington State Dept. of Agriculture 1111 Washington Street SE PO Box 42560 Olympia, WA 98504-2560 Telephone: 360-902-2043 Email: fairs(a)-aw.wa.aov Fair Capital Project Grant Grant County Page 9 K5051 Fair Capital Project Grant ATTACHMENT I: GRANTEE'S APPLICATION FOR CAPITAL GRANT FUNDS Grant County K5051 ATTACHMENT II: CERTIFICATION OF THE AVAILABILITY OF NON -STATE MATCHING OR IN-KIND SERVICES TO COMPLETE THE PROJECT Washington State Department of Agriculture: FAIR CAPITAL GRANTS Grantee: Grant County Agreement Number: K5051 CERTIFICATION PERFORMANCE MEASURE The Grantee, by its signature, certifies that non -state matchingand in-kind provided by this Agreement and identified -nd services from sources other than those above are fully expended or committed, or both, in an amount su complete the project, or a distinct phase of the project that is useable to thefficient to public, and that the funding will be used for the purpose as described elsewhere in this contract, as of the date and year written below. 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 WSDA'S review upon request. Cindy Carter Chair, Grant County Commissioners DATE Grant County K5051