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HomeMy WebLinkAboutAgreements/Contracts - Fairgrounds% "RANT COUNTY j COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12.-00pm on Thursday) REQUESTING DEPARTNIENT:Fairgrounds REQUEST SUBMITTED BY.. Jim N1cKiernan CONTACT PERSON ATTENDING ROUNDTABLE -Jim MCKI@Ci1aCl CONFIDENTIAL INFORMATION: 17JYES 'ENO DATE - 4/9/2 6 PHONE:509-237-2672 VAgreemyent Contract SAP Vouchers �� nAppointment Reappointment 013ids / RFPs / Quotes Award DIBid Opening Scheduled 013oards / Committees DARPA Related OComputer Related F-1CountyCode 0E,--m--" Emergency Purchase OFacilities Related E] Financial ElBudget FlErn ployee Rei. DFunds 0 Invoices / Purchase Orders ElGrants - Fed/State/County 01-eases []Hearing 111VIOA ElMinutes 00rdinances 00ut of State Travel OPolicies OProclamations n Petty Cash El Request for Purchase DRecommendation nProfessional Serv/Consultant 0-Support Letter EIResolution OSurplus Req. E]Tax Levies OThank You's DTax Title Property OWSLCB Mff?q En-5-: Please authorize and - sign our Grant Agreement with the WSDA to fund the lighting along the green parking lot fence or east side of the rodeo arena. The matching funds have been approved for this. The grant amount is $225,000. Only the Chair needs to sign. Tile electronic version has been sent to Commissioner Burap-!;.q If necessary, was this document reviewed by accounting? 171 YES El N 0 W N/A If necessary, was this document reviewed by legal.? 1 YES Ell N 0 * N/A DATE OF ACTION:— -2 DEFERRED OR CONTINUED TO: APPROVE: DENIED ABSTAIN D1- D2: D3: WITHDRAWN: 4/23/24 Agreement Number: K6392 AS, Washington State Department of Agricultur%;. FAIRS PROGRAM CAPITAL PROJECT GRANTS 1. Grantee. 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 Almonte, Fairs Program Administrator Phone: 509-237-2920 Phone: (360) 902-2043 Email: tqaines0grantcountywa.gov Email: fairs(ja�aqr,wa.qov PO Box 37 1111 Washington Street SE Ephrata, WA 98823 POlO Box 42560 5ympia, WA 9804-2560 5. Grant Amount 6. Grant Start Date 7. Grant End Date-- $225;000.00 Upon Final Signature May 31, 2027 8. Biennium: 9. Project Must Be Completed By 2025-2027 Mal/31, 2027 10. Tax ID # 11. Statewide 'vendor # 12. UBI # 91-6001319 2426-59 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 benefit participants and the fair -going public pursuant to RCW 15.76.165. Grantee will use grant funding to install high intensity LED lighting along the East side of the rodeo arena, as further described in Section 4 of the Terms and Conditions. WSDA and Grantee agree to the terms of this Agreement as set forth in this Grant Agreement Face Sheet, the Terms and Conditions, and the following documents incorporated by reference: Attachment I: Grantee's Application for Capital Improvement Grant Funds; Attachment II: Certification of Non -State Matching Funds and Value of In -Kind Services to Complete Project. This Agreement governs the 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. Hannah Mosley -Gonzales Kevin Burgess Grant County Commissioner, Chair Administrative Regulations Manager Date Date 0 Additional signatures on next page TEMPLATE APPROVED AS TO FORM Check box if true Steve Scheele,Attorney General, on 7/3/2025 a TERMS AND CONDITIONS Washington State Department of Agriculture Fairs Program CAPITAL PROJECT GRANT 1, DEFINITIONS The following definitions apply throughout this Agreement. "Agreement means this Capital Project Grant Agreement, specifically the Grant Agreement Face Sheet, the Terms and Conditions, and all documents incorporated by reference including Attachment I. Grantee's Application for Capital Improvement Grant Funds, Attachment II: Certification of Non -State Matching Funds and Value of In - Kind Services to Complete Project. "C80it01-P*rpj60t"--9ffd "Pr -'6dt"­m6a`h'thb-b001tbI- improvement 01 i h i -0 f 6 ' - J - ­6h t '0 r obj 6 6 t d -b-s" i d r__ 1 b e'_ d 1 n- " S ... didt k10 h * 4'. "Fair Facility" means the agricultural fairgrounds or fair facility owned by the Grantee and located at the address shown for the Fair Facility on the Grant Agreement Face Sheet. "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, who is a Party to the Agreement, and includes all employees and agents of the Grantee. USDA„ means the Washington State Department of Agriculture, who is a Party to the Agreement. Acting under the authority of RCW 15.76.165, WSDA has awarded the Grantee funding under this Agreement to undertake a capital improvement project to make health or safety improvements to agricultural fairgrounds or fair facilities in order to benefit participants and the fair -going public. Grantee will undertake, by whatever legal means, to construct, install, build, or otherwise cause the completion of the Capital Project at the Fair Facility. Grantee must perform all Project activities in accordance with this Agreement's terms and conditions and all applicable federal, state, and local laws and ordinances, which by this reference are incorporated into this Agreement as though set forth fully herein. RMON NEW WSDA shall pay an amount not to exceed the awarded Grant Amount for the eligible costs necessary for or incidental to the performance of work as set forth for the Capital Project. 4. CAPITAL PROJECT Grantee must use the funding awarded by WSDA under this Agreement solely for the capital improvement project set forth in Attachment I. Grantee's Application for Capital Improvement Grant Funds, which includes purchasing and installing high intensity LED lighting along the East side of the rodeo arena. This includes five light towers, groundwork, wiring, and controls. 5. COMMUNITY BENEFITS In consideration for the funding under this Agreement, Grantee agrees to provide the following community benefits. a. Use of the Capital Project in the course of holding an agricultural fair as defined by RCW 15.76.110. 1b. If charging admission fees for the agricultural fair(s), a charge to the general public that is reasonable and consistent with the standard fees charged at other public agricultural fairs and, to the extent possible, discount or free admission to special populations such as military families, foster families, student groups, seniors, babies, and toddlers. 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. e, Space for charity and other nonprofit community organizations to conduct fundraising qr educational activities. Grant County Page 2 Fair Capital Project Grant K6392 f, Support other local groups and programs in promoting the welfare of farm people and rural living including the exhibition of livestock and agricultural produce of all kinds, and exhibition of related arts and manufactures including products of the farm home, and exhibition of educational contests, displays, and demonstrations designed to train youth. a. Grantee understands and agrees that Grantee must hold and use all real property 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 purpose(s) of the Capital Project and the Community Benefits under Section 5 ("Commitment Period"). b. If the Grantee is found to be out of compliance with this section, the Grantee must repay to the state general fund the amount of the grant and interest as provided in the Recapture provisiorf, 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-G rantee- certifying -that- it has ------ expended or has access to non -state matching funds or in -kind services from other sources as set forth in Attachment If: Certification on of Non -State Matching Funds and In -Kind Services to Complete the Project to complete all construction and activities 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 purposes of this Agreement, eligible costs are construed to mean costs incurred and paid by the Grantee. Only costs incurred between (1) the grant start date and (2) the grant end date, as shown in the Grant Agreement Face Sheet, and timely invoiced are eligible for 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 the Certified Project Completion Report in Section 11. Grantee must not request reimbursement for services and expenses that Grantee has charged or will charge to the state of Washington or any other 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 costs incurred by its own organization or that of its subcontractors. 9. BILLING PROCEDURES AND PAYMENT a. WSDA will reimburse Grantee for eligible project expenditures up to the maximurn payable under this Agreement. Grantee must submit a signed and completed Invoice Voucher (Form A-1 9), referencing the project activity performed, and any appropriate documentation. The Invoice Voucher must be certified by an official of the Grantee with authority to bind the 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 complete Certified Project Completion Report as required by Section I I - c. Each Invoice Voucher must be accompanied by a Project Status Report, which describes, in narrative form, the progress made on the project since the last invoice was submitted, as well as a report of project status to date, and all receipts associated with work described in the Project Status Report. WSDA will not release payment for any reimbursement request without receiving a Project Status Report. d. The Grantee shall submit all Invoice Vouchers and any required documentation to the WSDA Representative listed on the Face Sheet. Required documentation must include required reports, receipts, invoices, and proof of payment. Acceptable forms of proof of payment include cleared checks (front and back), local government general ledger reports, bank records, or zero balance receipts. 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 of properly completed invoices. g. Grantee must submit an annual invoice for all work completed during each state fiscal year where there are any Project invoices that the Grantee has not yet submitted for reimbursement. This includes submitting an Grant County Page 3 Fair Capital Project Grant K6392 invoice voucher by July 15, 2026 for all activity July 1, 2025 through June 30, 2026 and submitting the final invoice voucher no later than July 15; 2027 for all activity July 1, 2026 through June 30, 2027. Unless the Legislature has re -appropriated the funding, WSDA will not make payment on vouchers submitted after July 15, 2027. 10. QUARTERLY REPORTS a. Grantee shall submit quarterly reports to WSDA by the due date on each report form. b, By December 31, 2026, Grantee must affirm in writing that the project will be completed by May 31, 2027, unless Grantee has prior submitted a Certified Project Completion Report, c. The Grantee shall furnish WSDA with other reports as WSDA may r6quire. d. Failure to file reports as requested may result in termination of this Agreement. 11. CERTIFIED PROJECT COMPLETION REPORT .The G*ranteo-gh-all *-tomolot*6;4-C6ttifi6d'Pto-j'e-bt'C6'�h'-Oldtion-'R60-6"rt*w**h*e*-**n**th*"e- Ca'"p"Ita'l . P"r6166fis compleie, the - report must include: a. A certified statement that the Capital Project is complete and, if applicable, meets required standards. b. Before and after photographs, either hard copy or electronic, of the Fair Facility showing the Capital Project. c. A certified statement of the actual dollar amounts spent, from all funding sources, in completing the Capital Project. This ine[udes 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. Certification that Grantee is and will continue to provide Community Benefits set forth in Section 5. f. A final invoice voucher for the remaining eligible funds, unless Grantee intends to submit the final invoice voucher after submitting the project completion report. 12. LACK OF ADEQUATE PROGRESS Grantee's inability to affirm by December 31, 2026, that the project will be complete by May 31, 2027, is a basis for WSDA to terminate the Agreement in whole or in part for cause as provided in Section 28. 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 copy or electronically, which visually depict the progress made on the project. c. WSDA or the State Auditor and any of their representatives shall have full access to'and the right to 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 at no cost, 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 any communication, publication, or donor recognition identifying the financial participants 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. 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. The Grantee must comply with the Americans with Disabilities Act of 1990, 28 C.F.R. Part 35, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. Grant County Page 4 Fair Capita! Project Grant K6392 16. PREVAILING WAGE LAW 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 falls to expend state funds In accordance with state law or the provisions of this Agreement, WSDA reserves the right to recapture state funds 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 obligation bonds issued most closely to the date of authorization of the grant. b. Repayment by the. Grantee of state funds under this recapture provision shall occur within thirty (30) days of demand. If WSDA is required to institute proceedings to enforce this recapture provision, WSDA is entitled to its cost thereof, including reasonable attorneys 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 not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 19. SAVINGS If funding from state or other sources is withdrawn, reduced, or limited in any way after the effective date of this Agreement and prior to normal completion, WSDA may terminate the Agreement for convenience under Section 28, without the ten (10) business days' notice requirement. In lieu of termination and at WSIDA's discretion, the parties may amend the Agreement to reflect the new funding limitations and conditions. 20. NONDISCRIMINATION a. Nondiscrimination Requirement. During the term of this Agreement, Grantee, including any subcontractor, shall not discriminate on the bases enumerated at RCW 49,60.530(3). In addition, Grantee, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which Grantee, or subcontractor, has a collective bargaining or other agreement. The funds provided under this Agreement shall not be used to fund religious worship, exercise, or instruction. No person shall be required to participate in any religious worship, exercise, or instruction in order to have access to the facilities funded by this Agreement. b. Obligation to Cooperate. Grantee, including any subcontractor, shall cooperate and comply with any Washington State agency investigation regarding any allegation that Grantee, including any subcontractor, has engaged in discrimination prohibited by this Agreement pursuant to RCW 49.60.530(3). c. Default. Notwithstanding any provision to the contrary, WSDA may suspend Grantee, including any subcontractor, upon notice of a failure to participate and cooperate with any state agency investigation into alleged discrimination prohibited by this Agreement, pursuant to RCW 49.60.530(3). Any such suspension will remain in place until WSDA receives notification that Grantee, including any subcontractor, is cooperating with the investigating state agency. In the event Grantee, or subcontractor, is determined to have engaged in discrimination identified at RCW 49.60.530(3), WSDA may terminate this Agreement in whole or in part, and Grantee, subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200. Grantee or subcontractor may be given a reasonable time in which to cure this noncompliance, including implementing conditions consistent with any court -ordered injunctive relief or settlement agreement, d. Remedies for Breach. Notwithstanding any provision to the contrary, in the event of Agreement termination or suspension for engaging in discrimination, Grantee, subcontractor, or both, shall be liable for contract damages as authorized by law including, but not limited to, any cost difference between the original Grant and the replacement or cover Grant and all administrative costs directly related to the replacement Grant, e.g., cost of the competitive bidding, mailing, advertising and staff time , which damages are distinct from any penalties imposed under Chapter 49.60, RCW. Grantee may also be required to repay grant funds pursuant to Section 17 (Recapture) of the Terms and Conditions if the 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 Grant Coun� Page 5 Fair Capital Project Grant K6392 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 a review under Section 106 of the National Historic Preservation 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 risk. Grantee agrees that the Grantee is legally and financially responsible for compliance with all laws, regulations, and agreements related to the preservation of historical or cultural resources and agrees to hoid 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. n 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 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 any tribal cultural resources affected by the Capital Project. Grantee 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 during construction, the Grantee shall immediately stop construction and notify the local historical preservation officer and the state's historical preservation officer at DAHP, and the WSDA Representative identified on the Grant Agreement Face Sheet. If human remains are uncovered, the Grantee shall report the presence and location of the remains to the coroner and local enforcement immediately, then contact DAHP and the concerned tribe's cultural staff or committee. The Grantee shall require this provision to be contained in all 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 27.44 regarding Indian Graves and Records; RCW 27.53 regarding Archaeological Sites and Resources; RCW 68.60 regarding Abandoned and Historic Cemeteries and Historic Graves; and WAC 25-48 regarding Archaeological Excavation and Removal Permits. Completion of the requirements of Section 106 of the National Historic Preservation Act shall substitute for completion of Governor's Executive Order 21-02. In the event that the parties find it necessary to amend the scope of the Capita- I Project, the Grantee may be required to re -comply with Governor's Executive Order 21-02, or Section 106 of the National Historic Preservation Act. 22. CONFLICT OF INTEREST Grantees must maintain and comply with written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, 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 partner, or an organization which employs or is about to employ any of 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, and agents of the Grantee may neither solicit nor accept gratuities, 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 the gift is an unsolicited item of nominal value. The standards of conduct must provide for disciplinary 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 or local government, or federally recognized tribe, the Grantee must also maintain written standards of conduct covering organizational conflicts of interest. Organizational conflicts of interest means that because of relationships with a parent company, affiliate, Grant County Page 6 Fair Capital Project Grant K6392 or subsidiary organization, the grantee is unable or appears to be unable to be impartial In conducting a procurement action involving a related organization, 23. DISPUTES Except as otherwise provided in this Grant Agreement, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Director of WSDA, who may designate a neutral person to decide the dispute. The request for a dispute hearing must: a. Be in writing; b. State the disputed issues; c. State the relative positions of the parties; d. State the Grantee's name, address, and Grant Agreement number; and e. 86 m"a"-d6d to the Director and the --other ­'l" -arty's res­p­o­n_d6*n_t`"s­j* Grant A' e­ * m­ e'n't- ke'pre e--sentativ within 3 working days after the parties agree that they cannot resolve the dispute. The respondent shall send a written answer to the requestorps statement to both the Director or the Director's designee and the requestor within 5 working days. The Director or designee shall review the written statements and reply in writing to both parties within 10 working days. The Director or designee may extend this period if necessary by notifying the parties. The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding. The parties agree that this dispute process shall precede any action in a judicial cial or quasi-judicial tribunal. Nothing in this Grant Agreement shall be construed to limit the parties' choice of a mutually acceptable alternate dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above. 24. ATTORNEYS' EKES Unless expressly permitted under another provision of this Agreement, in the event of litigation or other action brought to enforce Agreement terms, each party agrees to bear its own attorneys' fees and costs,. 25. HOLD HARMLESS a. This Agreement is solely for the benefit of the parties and gives no right to any other entity that is not a party to this Agreement. Each party is responsible and assumes liability for its own negligent acts or omissions, or those of its officers, agents, or employees * to the fullest extent required by law, In the case of negligence of more than one party, any damages allowed shall be levied in proportion to the percentage of negligence attributable to each party, and each party shall have the right to seek contribution from the other party in proportion to the percentage of negligence attributable to the other party. b. This indemnification clause also applies to all causes of action arising out of the performance of work activities under this Agreement. Each contract 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 are not liable for damages or claims from damages arising from any subcontractor's performance or activities under the terms of the contracts. 26. INDEPENDENT CAPACITY OF GRANTEE The Grantee and its employees or agents performing under this Agreement are not employees 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 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. 27. RECORDS MAINTENANCE The Grantee shall maintain books, records, receipts, documents, data, and other evidence relating to this Agreement and Capital Project for a period of six (6) years following the date of final payment. At no additional cost, these records, including materials generated under the Agreement, shall be subject at all reasonable times to inspection, review, or audit by WSDA, personnel duly authorized by WSDA, the Office of the State Auditor, and federal and state officials so authorized by law, regulation, or agreement. If any litigMiion, claim, or audit is started Grant County Page 7 K6392 Fair Capital Project Grant 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. 28. TERMINATION OR SUSPENSION a. For Cause: If WSDA determines the Grantee has failed to comply with the conditions of this Agreement in a timely manner, WSDA has the right to 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, WSDA 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 by the Project Completion Date shown on the Grant Agreement Face 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 may terminate this Agreement, in whole or in part, after ten (10) days written notice, beginning on the second day after the mailin Ifthis -Abre'-e'm'­­e-.-n"t is so"'t"e'-r-"m"i--n"ate'd,''WSDA"s ... only or payment required under the terms of . this Agreement for services rendered or goods delivered prior to the effective date of termination. d. For Fraud or Misrepresentation: In the event the Grantee commits fraud or makes any misrepresentation in connection with the grant application or during the performance of this Agreement, WSDA reserves the right to terminate this Agreement immediately or amend this Agreement accordingly and seek recapture of funds as provided in Section 17. e. Suspension: WSDA reserves the right to suspend all or part of the Agreement, withhold further payments, or prohibit the Grantee from incurring additional obligations of funds during investigation of an alleged compliance breach and pending corrective action by the Grantee or a decision by WSDA to terminate the Agreement. f. The rights and remedies of WSDA provided in this Agreement are not exclusive and are, in addition to any other rights and remedies, provided by law. 29. FRAUD AND OTHER LOSS REPORTING Grantee shall report in writing all known or suspected fraud or other loss of any funds or other property furnished under this Agreement immediately or as soon as practicable to the WSDA Representative identified' on the Grant Agreement Face Sheet. In the event of an inconsistency in this Agreement, the inconsistency shall be resolved by giving precedence in the following order: a. Applicable federal and state of Washington statutes and regulations b. Grant Agreement Face Sheet c. Terms and Conditions d. Attachments 31. OWNERSHIP OF PROPERTY WSDA makes no claim to any real property improved or constructed with funds awarded under this Agreement, does not assert, and will not acquire any ownership interest in or title to the capital facilities and/or equipment constructed or purchased with state funds under this Agreement. This provision does not extend to claims that WSDA may bring against the Grantee in recapturing funds expended in violation of this Agreement, 32. ENTIRE AGREEMENT This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto, 33. GOVERNING LAW AND VENUE This Agreement shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. Grant County Page 8 Fair Capital Project Grant K6392 34. EVERABILITY The provisions of this Agreement are intended to be severable. I'f any term or provisioh is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Agreement. 35. SURVIVAL The terms, conditions, and warranties contained in this Agreement that by their sense and context are intended to survive the completion of the performance, cancellation, or termination of this Grant shall so survive, including but not limited to the following sections: Capital Project, Community Benefits, Change of Ownership or Use, Evaluation and Monitoring, Recapture Provision, Hold Harmless, and Records Maintenance. 36. WAIVER WSDA's failure to insist on strict performance of any provision in this Agreement or to exercise any right based upon a breach of any provision or the acceptance of any performance during such breach, shall not constitute a waiver of any right under this Agreement. ��. Oa/I ST I�IY����I`.�I� ■ The Representative for each of the parties shell be responsible for and shall be the contact person for all communications and billings regarding the performance of this Grant Agreement. 38. STATE PUBLIC WORK For work done at the cast of the State, Grantee roust comply with public works statutes R W 30.04 and R w 39.10, apprenticeship requirements, and the State and local building codes, as applicable. If Grantee has questions about compliance, Grantee will need to visit the Washington State Department of Labor & Industries Public Works Projects website for more information. 39. REAPPROPRIATION a. The parties hereto understand and agree that any State funds not expended by the Grant End Gate listed on the Grant Agreement Face Sheet will lapse on that date, unless the parties have executed an amendment to extend the grant End Gate prior to that date. b. Unless specifically reappropriated by the Washington State Legislature., State funds provided for this program lapse on June 30, 2027. If funds are reappropriated and the Grant Agreement has been amended to extend the original Grant End Gate, the tate's obligation under the terms of this Grant Agreement shall be contingent upon the terms of such reappropriation. c. In the event any funds awarded under this Grant Agreement are reappropriated for use in a future biennium, WSDA reserves the right to assign a reasonable share of any such reappropriation for administrative costs. 40. BREACHES OF OTHER STATE CONTRACTS Grantee is expected to comply with all other contracts and grant agreements executed between Grantee and the state of Washington. A breach of any ether contract or grant agreement entered into between Grantee and the state of Washington may, in WSDA's sole discretion, be deemed a breach of this Agreement. 41. PUBLIC RECORDS ACT WSDA is a public agency subject to the Public Records Act, RCW 42.56 (PRA). Under the PRA, all materials relating to the {conduct of government or the performance of any governmental or proprietary function prepared, owned, used, or retained byWSDA or its functional equivalents are considered public records. The PRA requires that public records responsive to a public records request be promptly produced unless the PRA or an "other statute" exempts such records from production. This Agreement is not intended to alter WSDA's obligations under the PRA. 42. INSURANCE a. Insurance Requirements for Reimbursable Activities The Grantee must have insurance coverage that is substantially similar to the coverage described in subsection b below for all periods in which Grantee performed work for which it will seek reimbursement. The intent of the required insurance is to protect the state of Washington should there be any claims, suits, actions, costs, damages or expenses arising from any loss or negligent or intentional act or omission of the Grantee or subgranteelsubcontractor, or agents of either, while performing under the terms of this Grant Agreement. b. Insurance Requirements During the Term of the Grant Agreement Grant County+ Page 9 Fair Capital project Grant K6392 i. The Grantee shall provide proof to WSIDA of insurance coverage that shall be maintained in full force and effect, as indicated below, and shall submit renewal certificates not less than 30 calendar days prior to expiration of each policy required under this Section: A. Commercial General Liability Insurance Policy. Provide a Commercial General Liability Insurance Policy, including contractual liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of or related to this Grant Agreement but in no less than $1 0000,000 per occurrence. Additionally, the Grantee is responsible for ensuring that any subgrantee/subcontractor provide adequate Insurance coverage for the activities arising out of or related to su bgra nts/s u bcon tracts (if any). Commercial General Liability Insurance coverage shall be maintained in full force and effect during the term of this Grant Agreement and throughout the Commitment Period as defined in Terms and Conditions Section 6a, This insurance must be maintained throughout the term of the Grant Agreement and the Commitment Period as defined .in Terms and Conditions Section 6a. B. Property Insurance. The Grantee shall keep the property insured in an amount sufficient to permit I . 11. - .. ...... .... U6 h insurance '' '­'­'-'--­ ' t 6"- 1 j'e - writ n a all times on a replacement cost basis. Such insurance shall cover the following hazards, as applicable: 1) Loss or damage by fire and such other risks; 2) Loss or damage from leakage or sprinkler systems now or hereafter installed in any building on the premises; 3) Loss or damage by explosion of steam boilers, pressure vessels, oil or gasoline storage tanks, or similar apparatus now or hereafter installed in a building or building on the premises. This property insurance coverage must be maintained in full force and effect throughout the term of this Grant Agreement and the Commitment Period as defined in Terms and Conditions Section 6a. C. Professional Liability, Errors, and Omissions Insurance, If Grantee will be providing any professional services to be reimbursed under this Grant Agreement, the Grantee shall maintain Professional Liability or Errors and Omissions Insurance with minimum limits of no less than $1,000,000 per occurrence to cover all activities by the Grantee and licensed staff employed or under contract to the Grantee. The state of Washington, the Washington State Department of Agriculture, its agents, officers, and employees need not be named as additional insureds under this policy. This insurance must be maintained throughout the Commitment Period as defined in Terms and Conditions Section 6a. Grantee shall require that any subgrantees/subcontractors providing professional services that are reimbursable under this Grant Agreement maintain Professional Liability or Errors and Omissions Insurance at the coverage levels set forth in this subsection. D. Fidelity Insurance. Every officer, director, employee, or agent who is authorized to act on behalf of the Grantee for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other instruments of payment for program costs shall be insured to provide protection against loss where.- 1 The amount of fidelity coverage secured pursuant to this Grant Agreement shall be $2,000,000 or the highest of planned reimbursement for the Grant Agreement period, whichever is lower. Fidelity insurance secured pursuant to this paragraph shall name the state of Washington, the Washington State Department of Agriculture, its agents, officers, and employees as beneficiary. 2) SubgranteeEAubcontractors that receive $10,000 or more per year in funding through this Grant Agreement shall secure fidelity insurance as noted above. Fidelity 'insurance secured by ' sub-ciranteos/subcontractors pursuant to this paragraph shall name the Grantee and the Grantee's fiscal agent (if any) as beneficiary. 3) Fidelity Insurance coverage shall be maintained in full force and effect from the start date of this Grant Agreement until Grantee has submitted a Certified Project Completion Report, subject to the following: Fidelity Insurance must be issued on either (a) a "loss sustained" basis; or (b) if issued on a "loss -discovered" basis, provide coverage for at least 6 months following the date of WSIDA's receipt of the Certified Project Completion Report. ii. The insurance required shall be issued by an insurance company authorized to do business within the State of Washington, Except as otherwise set forth in this Section, each insurance policy shall name "the State of Washington the Department of Agriculture, its agents, officers, and employees" as additional insureds on all policies, All policies shall be primary to any other valid and collectable insurance. The Grant County Page 10 Fair Capital Project Grant K6392 Grantee shall instruct the insurers to give WSDA 30 calendar days' advance notice of any insurance cancellation or modification. The Grantee shall submit to WSDA within 15 calendar days of the Grant Agreement start date, a certificate of insurance which outlines the coverage and limits defined in this insurance section including, without limitation, the type of insurance coverage under the policy, the designated beneficiary, who is covered, the amoUnts, the period of coverage, and that WSDA will be provided 30 days' advance written notice of cancellation. During the term of the Grant Agreement, the Grantee shall submit renewal certificates not less than 30 calendar days prior to expiration of each policy required under this Section. Additionally, Grantee shall provide copies of insurance instruments or certifications at WSDA's request and until six month after WSDA has received a Closeout Certification Form from Grantee. Copies of such insurance instruments and certifications will be provided within 15 calendar days of WSIDA's request unless otherwise agreed to by the parties. iv. Grantees and Local Governments that Participate in a Self-insurance Program --Self-Insured/Liability. -Pool or Self -Insured- Risk. Management. Program --.With prior. -approval fromMSDA,", the Grantee may provide the coverage above under a self-insured/liability pool or self -insured risk management program. In order to obtain permission from WSDA, the Grantee shall provide: (1) a description of its self-insurance. program, and (2) a certificate and/or letter of coverage that outlines coverage limits and deductibles. All self -insured risk management programs or self-insured/liability pool financial reports must comply with Generally Accepted Accounting Principles {GAAP) and adhere to accounting standards promulgated by: 1) Governmental Accounting Standards Board (GAS13), 2) Financial Accounting Standards Board (FASB), and 3) the Washington State Auditor's annual instructions for financial reporting. Grantee's participating in joint risk pools shall maintain sufficient documentation to support the aggregate Claim liability information reported on the balance sheet. The state of Washington, the Washington State Department of Agriculture, its agents, and employees need not be named as additional insured under a self -insured property/liability pool, if the pool is prohibited from naming third parties as additional insured. Grantee shall provide annually to WSDA a summary of coverages and a letter of self- insurance, I evidencing continued coverage under Grantee's self-insured/liability pool or self -insured risk management program. Such annual summary of coverage and letter of self-insurance will be provided on the anniversary of the start date of this Grant Agreement. 43. MODIFICATION TO THE PROJECT BUDGET a. Notwithstanding any other provision of this Grant Agreement, the Grantee may, at its discretion, make modifications to line items in Attachment 11 (Certification of Non -State Matching Funds and Value of In -Kind Services to Complete the Project) that will not change the line item by more than 15%. b. The Grantee shall notify WSDA in writing (by email or regular mail) when proposing any budget modification or modifications to a line item in Attachment 11 (Certification of Non -State Matching Funds and Value of In - Kind Services to Complete the Project) that would change the line item by more than 15%. Conversely, WSDA may initiate the budget modification approval process if presented with a request for payment under this Grant Agreement that would cause one or more budget line items to exceed the 15% threshold change described above. c, Any such budget modification or modifications as described above shall require the written approval of WSDA (by email or regular mail), and such written approval shall amend the Certification of Non -State Matching Funds and Value of In -Kind Services to Complete the Project. Each party to this Grant Agreement will retain and make any and all documents related to such budget modifications a part of their respective -Grant Agreement file. d. Nothing in this Section shall be construed to -permit an increase in the amount of funds available for the Project, as set forth in the Grant Agreement Face Sheet Section 5 (Grant Amount) of this Grant Agreement. Grant County Page 11 Fair Capital Project Grant K6392 ATTACHMENT I: Grantee's Application for Capital Improvement Grant Funds Grant County K6392 ATTACHMENT II: Certification of hlon-State Matching Funds and Value of In-Kinsi Services to Complete the Project Washington State Department of Agriculture: Fair Capital Grants Grantee: Grant County Agreement Number: K6392 Type of Fu.n-d,.!..ng.:.. -Source Description Amount Grant Other Grants Grant #1 Grant #2 Total Other Grants Other Monetary Sources Washington State Department of Agriculture Source #1 Capital Funds Source #2 Total Other Sources 14 Estimate ' Value of -in-Kind Services Source #1 Source #2 Total Value of In -Kind Total Project Funding CERTIFICATION PERFORMANCE MEASURE $225;000.00 $225,000.00 $225,000.00 $450;000.00 The Grantee, by its signature, certifies that non -state matching funds and in -kind services from sources other than those provided by this Agreement and identified above are fully expended or committed, or both, in an amount sufficient to complete the project, or a distinct phase of the project that is useable to the public, and that the funding will be used for the,purpose as described elsewhere in this 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 Capital Project and shall make such records available for WSDA's review upon request, Kevin Burgess 4 Grant County COMMMiSSloner, Chair DATE Grant County K6392