Dept. of Commerce - Rooftop Solar Challenge_2i, 0Department of Commerce
Innovation is in our nature.
Interagency Agreement with
City of Edmonds
through
State Energy Program — Rooftop Solar Challenge 11
For
Rooftop Challenge 11- Lower costs and increase residential PV
through more standard permitting, zoning, and interconnection.
Start date: Date of contract execution
Washington State Department of Commerce
www.COMMERCE.wa.gov
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z
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FACESHEET ....................................................... ............................................................................. i
SPECIAL
TERMS AND CONDITIONS.......................................................................................... 1
1.
REQUIREMENTS FOR Federal FundED PUBLICATIONS ............ ................................... 1
2,
GRANT MANAGEMENT.................................................................................................. 1
3.
COMPENSATION AND FUNDING IN BUDGET PERIODS ............................................... 1
4.
BILLING PROCEDURES AND PAYMENT......................................................................... 1
5.
INSURANCE........................................................................................................................ 2
6.
PERFORMANCE OF WORK IN UNITED STATES............................................................ 3
7.
SITE VISITS......................................................................................................................... 3
8.
COMPLIANCE WITH FEDERAL, STATE, AND MUNICIPAL LAW... .................. — ..... r ---- . 4
9.
RECORD RETENTION........................................................................................................ 4
10.
ORDER OF PRECEDENCE............................................................................................ 4
GENERAL
TERMS AND' CONDITIONS........................................................................................ 1
1.
DEFINITIONS...................................................................................................................... 1
2.
ACCESS TO DATA.............................................................................................................. 1
3.
ADVANCE PAYMENTS PROHIBITED............................................................................... 1
4.
ALL WRITINGS CONTAINED HEREIN. ............................................. ............................... 1
5.
AMENDMENTS....................................................................................................................1
6.
AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336............ 2
7.
ASSIGNMENT..................................................................................................................... 2
8.
ATTORNEYS' FEES ........................ :................................................................................... 2
9.
AUDIT...................................................................................................................................2
10.
CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY
AND VOLUNTARY EXCLUSION............................................................................................... 3
11.
CONFIDENTIALITY/SAFEGUARDING OF INFORMATION .......................................... 4
12.
CONFLICT OF INTEREST.............................................................................................. 4
13.
COPYRIGHT PROVISIONS............................................................................................ 5
14.
DISPUTES............................................................................................ ...............5
15.
GOVERNING LAW AND VENUE.................................................................................... 7
16.
INDEMNIFICATION......................................................................................................... 7
17.
INDEPENDENT CAPACITY OF THE GRANTEE ........................ ....,........................ 7
18.
INDUSTRIAL INSURANCE COVERAGE........................................................................ 7
19.
LAWS............................................................................................................................... 7
B.
Labor and Safety Standards............................................................................ ...... 7
C.
Laws against Discrimination............................................................................................ 8
D.
Office of Management and Budget Circulars................................................................... 8
E.
Other..................................................................... ....................... ....................... 8
F.
Privacy.......................................................................,............._.......................—.. ......9
20.
LICENSING, ACCREDITATION AND REGISTRATION ................................................. 9
21.
LIMITATION OF AUTHORITY......................................................................................... 9
22.
NONCOMPLIANCE WITH NONDISCRIMINATION LAWS ............................................
9
23.
POLITICAL ACTIVITIES...................................................,...........,..................................
9
24.
PROCUREMENT STANDARDS FOR FEDERALLY FUNDED PROGRAMS ..............
10
25.
PUBLIC ITY.....................................................................................................................
10
26.
RECAPTURE. ................................................................................................................
11
27.
REGISTRATION WITH DEPARTMENT OF REVENUE ...............................................
11
28.
SAVINGS....................................................................................................................11
29.
SEVERABILITY.... ............................................................................................... , ,.....11
30.
SITE SECURITY............................................................................................................
11
31.
SUBGRANTING/SUBCONTRACTING..........................................................................11
32.
SURVIVAL......................................................................................................................11
33.
TAXES........................................................................................................•...........•.......12
34.
TERMINATION FOR CAUSE ...................................... .,................................................
12
35.
TERMINATION FOR CONVENIENCE..........................................................................
12
36.
TERMINATION PROCEDURES....................................................................................
12
37.
TREATMENT OF ASSETS............................................................................................
13
38.
WAIVER.........................................................................................................................
14
Attachment
A Scope of Work & Budget...............................................,......................................
15
FACE SHEET
Washington State Department of Commerce
Energy Policy Division
State Energy Program
Rooftop Solar Challenge II
1. Grantee
City of Edmonds
121 5th Avenue North
Edmonds, WA 98020
425-775-2525
3. Grantee Representative
Rob Chave, Planning Manager
Acting Development Services Director
(425) 771-0220
Chave65)ci. edmonds.wa. us
5. Grant Amount 1 6. Funding Source
Contract Number: F14-52117-015
2. Grantee Doing Business As (optional)
4. COMMERCE
Tim Steams 206256.6121
Tim. steamsc@commerce.wa.gov
Cory Plantenberg 360-725-3111
cory.olantenbergecommerce.wa.yov
(invoicing)
$12,000 Federal: ® State: ❑ Other: ❑ NIA: ❑
9. Federal Funds (as applicable) Federal Agency:
$12,000
91-6001244
Department of Energy
11. S1NV #
0013866-00
12. UBI #
312.000.093
7. Start Date
PO Box 42525
1011 Plum St. SE
Olympia, WA 98504-2525
8. End Date
Date of signature March 31, 2015
below
CFDA Number
81.117
13. DUNS #
040 172 827
14. Grant Purpose
Rooftop Solar Challenge II will build upon and expand Phase I permitting, zoning and interconnection improvements to create a more
uniform and robust residential solar market throughout the Pacific Northwest. Edmonds, as a consortium member, will review and
provide feedback to assist in the development of deliverables to share statewide and regionally as examples of best practices.
COMMERCE, defined as the Department of Commerce, 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: Grantee Terms and Conditions including Attachment "A"— Scope of Work & Budget.
FOR QRANTEE FOR COMMERCE
'L�j
Rob have, Planning Manager/ Acting Development '
Services Director Tony Usioelli, Otate Energy Office, Director,
J j c gal
Date
Date
APPROVED AS TO FORM ONLY
BY ASSISTANT ATTORNEY GENERAL
1 (GwiSeI
(Cathryn B. Leod, Assistant Attorney General
Date
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SPECIAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
1. REQUIREMENTS FOR FEDERAL FUNDED PUBLICATIONS
A. Grantee is encouraged to publish or otherwise make publicly available the results of the work
conducted under this award.
B. The Grantee agrees that any publications (written, visual, or sound) but excluding press releases,
newsletters, and issue analyses, issued by the Grantee describing programs or projects funded in
whole or in part with federal funds under this Agreement, shall contain the following
acknowledgement:
"The information, data, or work presented herein was funded in part by the U.S. Department of Energy,
Energy Efficiency and Renewable Energy Program, under Award Number DE-EE0006307."
A. The following disclaimer must appear in the publication of any material, whether copyrighted or
not, based on or developed under this project:
"The information, data, or work presented herein was funded in part by an agency of the United States
Government. Neither the United States Government nor any agency thereof, nor any of their employees,
makes any warranty, express or implied, or assumes any legal liability or responsibility for the accuracy,
completeness, or usefulness of any information, apparatus, product, or process disclosed, or represents
that its use would not infringe privately owned rights. Reference herein to any specific commercial
product, process, or service by trade name, trademark, manufacturer, or otherwise does not necessarily
constitute or imply its endorsement, recommendation, or favoring by the United States Government or
any agency thereof. The views and opinions of authors expressed herein do not necessarily state or
reflect those of the United States Government or any agency thereof."
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.
The Representative for COMMERCE and their contact information are identified on the Face Sheet of
this Grant.
The Representative for the Grantee and their contact information are identified on the Face Sheet of
this Grant.
3. COMPENSATION AND FUNDING IN BUDGET PERIODS
COMMERCE shall pay an amount not to exceed ($12,000) for the performance of all things
necessary for or incidental to the performance of work as set forth in the Scope of Work and Budget
(Attachment A) for Budget Period 1, ending March 31, 2015. Grantee's compensation for services
rendered shall be based on deliverables identified in the Scope of Work and Budget (Attachment A),
in accordance with the following terms:
Proceeding to Budget Period 2 will be subject to approval by Department of Energy for Commerce's
continuation request and will depend upon DOE determination of progress shown meeting required
deliverables for Budget Period 1. If approved, the remainder of ($6,000) will be provided to Grantee
through an amendment to this Agreement.
Funding for all awards and future budget periods is contingent upon the availability of funds
appropriated by Congress for the purpose of the program under which this grant is funded and the
availability of future -year budget authority.
4. BILLING PROCEDURES AND PAYMENT
COMMERCE will pay Grantee upon acceptance of services provided and receipt of properly
completed invoices, which shall be submitted to the Representative for COMMERCE quarterly.
The invoices shall describe and document, to COMMERCE's satisfaction, a description of the work
performed, the progress of the project, and fees. The invoice shall include the Grant Number F14-
SPECIAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
52117-015. If expenses are invoiced, provide a detailed breakdown of each type. A receipt must
accompany any single expenses in the amount of $50.00 or more in order to receive reimbursement.
Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after
receipt of properly completed invoices. Payment shall be made electronically to the account
designated by the Grantee.
COMMERCE may, in its sole discretion, terminate the Grantor withhold payments claimed by the
Grantee for services rendered if the Grantee fails to satisfactorily comply with any term or condition of
this Grant.
No payments in advance or in anticipation of services or supplies to be provided under this
Agreement shall be made by COMMERCE.
Duplication of Billed Costs
The Grantee shall not bill COMMERCE for services performed under this Agreement, and
COMMERCE shall not pay the Grantee, if the Grantee is entitled to payment or has been or will be
paid by any other source, including grants, for that service.
Disallowed Costs
The Grantee is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its subgrants/subcontracts.
Cost Share Demonstration
With each reimbursement request, the Grantee shall provide valid documentation to show match
expenditures equal to or greater than the cost share percentage indicated in Attachment A. When
such documentation is not provided vvith each reimbursement request, COMMERCE shall withhold
payment until valid documentation is provided.
5. INSURANCE
The Grantee shall provide insurance coverage as set out in this section. The intent of the required
insurance is to protect COMMERCE should there be any claims, suits, actions, costs, damages or
expenses arising from any loss, or negligent or intentional act or omission of the Grantee or
Subgrantee/subcontractor, or agents of either, while performing under the terms of this Agreement.
The insurance. required shall be issued by an insurance company authorized to do business within
the State of Washington. Except for Professional Liability or Errors and Omissions Insurance, the
insurance shall name the State of Washington, its agents, officers, and employees as additional
insured's under the insurance policy. All policies shall be primary to any other valid and collectable
insurance. The Grantee shall instruct the insurers to give COMMERCE thirty (30) calendar days
advance notice of any insurance cancellation, non -renewal or modification.
The Grantee shall submit to COMMERCE within fifteen (15) calendar days of the Agreement start
date, a certificate of insurance which outlines the coverage and limits defined in this insurance
section. During the term of the Agreement, the Grantee shall submit renewal certificates not less than
thirty (30) calendar days prior to expiration of each policy required under this section.
The Grantee shall provide insurance coverage that shall be maintained in full force and effect during
the term of this Agreement, as follows:
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 Agreement activity but no less than
$1,000,000 per occurrence. Additionally, the Grantee is responsible for ensuring that any
Subgrantee/subcontractor provides adequate insurance coverage for the activities arising out of
subcontracts.
Automobile Liability. In the event that performance pursuant to this Agreement involves the use
of vehicles, owned or operated by the Grantee or its Subgrantee/subcontractor, automobile
SPECIAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
liability insurance shall be required. The minimum limit for automobile liability is $1,000,000 per
occurrence, using a Combined Single Limit for bodily injury and property damage.
Professional Liability, Errors and Omissions Insurance. The Grantee shall maintain
Professional Liability or Errors and Omissions Insurance. The Grantee shall maintain 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, its agents,
officers, and employees need not be named as additional insureds under this policy.
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:
A. The amount of fidelity coverage secured pursuant to this Agreement shall be $100,000 or the
highest of planned reimbursement for the Agreement period, whichever is lowest. Fidelity
insurance secured pursuant to this paragraph shall name COMMERCE as beneficiary.
B. Subgrantees/subcontractors that receive $10,000 or more per year in funding through this
Agreement shall secure fidelity insurance as noted above. Fidelity insurance secured by
Subgrantees/subcontractor pursuant to this paragraph shall name the Grantee as beneficiary.
C. The Grantee shall provide, at COMMERCE's request, copies of insurance instruments or
certifications from the insurance issuing agency. The copies or certifications shall show the
insurance coverage, the designated beneficiary, who is covered, the amounts, the period of
coverage, and that COMMERCE will be provided thirty (30) days advance written notice of
cancellation.
Local Government Grantees that Participate in a Self -Insurance Program
Self-Insured/Liability Pool or Self -Insured Risk Management Program — With prior approval from
COMMERCE, the Grantee may provide the coverage above under a self-insured/liability pool or self -
insured risk management program. In order to obtain permission from COMMERCE, the Grantee
shall provide: (1) a description of its self-insurance program, and (2) a certificate and/or letter of
coverage that outlines coverage limits and deductibles. All self -insured risk management programs
or self-insured/liability pool financial reports must comply with Generally Accepted Accounting
Principles
(GAAP) and adhere to accounting standards promulgated by: 1) Governmental Accounting Standards
Board (GASB), 2) Financial Accounting Standards Board (FASB), and 3) the Washington State
Auditor's annual instructions for financial reporting. Grantee'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, its agents, and employees need not be named as
additional insured under a self -insured property/liability pool, if the pool is prohibited from naming third
parties as additional insured.
Grantee shall provide annually to COMMERCE a summary of coverage and a letter of self-
insurance, 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 Agreement.
6. PERFORMANCE OF WORK IN UNITED STATES
All work performed under this award must be performed in the United States. This requirement does
not apply to the purchase of supplies and equipment, however, the Grantee should make every effort
to purchase supplies and equipment within the United States. The Grantee must flow this
requirement to its sub awards.
7. SITE VISITS
COMMERCE and DOE's authorized representatives have the right to make site visits at reasonable
times to review project accomplishments and management control systems and to provide technical
SPECIAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
assistance, if required. Grantee must provide, and must require its sub-awardees to provide
reasonable access to facilities, office space, resources, and safety and convenience of the
government representatives in the performance of their duties. All site visits and evaluations must be
performed in a manner that does not unduly interfere with or delay the work.
8. COMPLIANCE WITH FEDERAL, STATE, AND MUNICIPAL LAW
The Grantee is required to comply with applicable Federal, state, and local laws and regulations for
all work performed under this Award. The Grantee and any of its sub Grantees are required to obtain
all necessary Federal, state, and local permits, authorizations, and approvals for all work performed
under this Award.
9. RECORD RETENTION
Consistent with 10 CFR Part 600, the and its sub Grantees are required to retain records relating to
this Award for three years after the end of the project period, unless one of the following exception
applies:
A. If any litigation, claim, or audit is started before the end of the three-year period, the Grantee
and its sub awards are required to retain the records until all litigation, claims, or audit
findings involving the records have been resolved and final action taken.
Copies of records may be substituted for originals. State law requires that all books, records,
documents, and other material relevant to this Agreement must be retained for six years after
termination of this Agreement and the Office of the State Auditor, federal auditors, and any persons
duly authorized by the parties shall have full access to and the right to examine any of these
materials.
At no additional cost, these records, including materials generated under the Grant, shall be subject
at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by
COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law,
regulation or agreement.
10. ORDER OF PRECEDENCE
In the event of an inconsistency in this Grant, the inconsistency shall be resolved by giving
precedence in the following order:
• Applicable federal and State of Washington statutes and regulations
• Special Terms and Conditions
• General Terms and Conditions
• Attachment A —Scope of Work & Budget
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
1. 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. "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.
C. "COMMERCE" shall mean the Department of Commerce.
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/subcontractor" shall mean one not in the employment of the Grantee, who is
performing all or part of those services under this Grant under a separate Grant with the Grantee.
The terms "subgrantees/subcontractor" refers to any tier.
G. "Subrecipient" shall mean a non-federal entity that expends federal awards received from a pass -
through entity to carry out a federal program, but does not include an individual that is a
beneficiary of such a program. It also excludes vendors that receive federal funds in exchange for
goods and/or services in the course of normal trade or commerce.
H. "Vendor" is an entity that agrees to provide the amount and kind of services requested by
COMMERCE; provides services under the grant only to those beneficiaries individually
determined to be eligible by COMMERCE and, provides services on a fee -for -service or per -unit
basis with contractual penalties if the entity fails to meet program performance standards.
2. ACCESS TO DATA
In compliance with RCW 39.26.180, the Grantee shall provide access to data generated under this
Grant to COMMERCE, the Joint Legislative Audit and Review Committee, and the Office of the State
Auditor at no additional cost. This includes access to all information that supports the findings,
conclusions, and recommendations of the Grantee's reports, including computer models and the
methodology for those models.
3. ADVANCE PAYMENTS PROHIBITED
No payments in advance of or in anticipation of goods or services to be provided under this Grant
shall be made by COMMERCE.
4. 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.
5. 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.
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
6. 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.
7. 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.
8. 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 attorney's fees and costs.
9. AUDIT
A. General Requirements
Grantees 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/subcontractors also maintain auditable records.
The Grantee is responsible for any audit exceptions incurred by its own organization or that of its
S ubgrantees/subcontractors.
COMMERCE reserves the right to recover from the Grantee all disallowed costs resulting from
the audit.
As applicable, Grantees 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. Federal Funds Requirements
(OMB Circular A-133 Audits of States, Local Governments and Non -Profit Organizations)
Grantees expending $500,000 or more in a fiscal year in federal funds from all sources, direct
and indirect, are required to have an audit conducted in accordance with Office of Management
and Budget (OMB) Revised Circular A-133 "Audits of States, Local Governments, and. Non -Profit
Organizations." Revised OMB A-133 requires the Grantee to provide the auditor with a schedule
of Federal Expenditure for the fiscal year(s) being audited. When state funds are also to be paid
under this Agreement a Schedule of State Financial Assistance must also be included. Both
schedules include:
• Grantor agency name
• Federal agency
• Federal program name
• Other identifying contract numbers
• Catalog of Federal Domestic Assistance (CFDA) number (if applicable)
• Grantor contract number
• Total award amount including amendments (total grant award)
• Beginning balance
• Current year expenditures
2
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
• Current year revenues
• Program Total
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 in accordance with OMB Circular A-110 "Uniform Administrative
Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and
Other Non -Profit Organizations."
The Grantee shall include the above audit requirements in any Subgrants/subcontracts.
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 any required audit Reporting Package as described in OMB
Circular A-133, Part C, Section 320(c) no later than nine (9) months after the end of the Grantee's
fiscal year(s) by sending a scanned copy to auditreview(cDcommerce.wa.gov or a hard copy to:
Department of Commerce
ATTN: Audit Review and Resolution Office
1011 Plum Street SE
PO Box 42525
Olympia WA 98504-2525
In addition to sending a copy of the audit, when applicable, the Grantee must include:
• Corrective action plan for audit findings within three (3) months of the audit being
received by COMMERCE.
• Copy of the Management Letter.
10. CERTIFICATION REGARDING DEBARMENT. SUSPENSION OR INELIGIBILITY AND
VOLUNTARY EXCLUSION
(PRIMARY AND LOWER TIER COVERED TRANSACTIONS)
A. Grantee, defined as the primary participant and it principals, certifies by signing these General
Terms and Conditions that to the best of its knowledge and belief that they:
1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any Federal department or agency.
2. Have not within a three-year period preceding this Contract, been convicted of or had a
civil judgment rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public or private
agreement or transaction, violation of Federal or State antitrust statutes or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of records, making false
statements, tax evasion, receiving stolen property, making false claims, or obstruction of
justice;
3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental
entity (Federal, State, or local) with commission of any of the offenses enumerated in
paragraph (1)(b) of federal Executive Order 12549; and
4. Have not within a three-year period preceding the signing of this Contract had one or
more public transactions (Federal, State, or local) terminated for cause of default.
B. Where the Grantee is unable to certify to any of the statements in this Contract, the Grantee shall
attach an explanation to this Contract.
C. The Grantee agrees by signing this Contract that it shall not knowingly enter into any lower tier
covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily
excluded from participation in this covered transaction, unless authorized by COMMERCE.
3
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
D. The Grantee further agrees by signing this Contract that it will include the clause titled
"Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier
Covered Transaction," as follows, without modification, in all lower tier covered transactions and
in all solicitations for lower tier covered transactions:
LOWER TIER COVERED TRANSACTIONS
a) The lower tier Grantee certifies, by signing this Contract that neither it nor its principals is
presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from participation in this transaction by any Federal department or agency.
b) Where the lower tier Grantee is unable to certify to any of the statements in this Contract,
such Grantee shall attach an explanation to this Contract.
E. The terms covered transaction, debarred, suspended, ineligible, lower tier covered
transaction, person, primary covered transaction, principal, and voluntarily excluded, as
used in this section, have the meanings set out in the Definitions and Coverage sections of the
rules implementing Executive Order 12549. You may contact COMMERCE for assistance in
obtaining a copy of these regulations.
11. 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
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 COMMERCE reasonably determines that changes are necessary to prevent
unauthorized disclosures. The Grantee shall make the changes within the time period specified
by COMMERCE. Upon request, the Grantee shall immediately return to COMMERCE any
Confidential Information that COMMERCE reasonably determines has not been adequately
protected by the Grantee against unauthorized disclosure.
C. Unauthorized Use or Disclosure. The Grantee shall notify COMMERCE within 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.
12. CONFLICT OF INTEREST
Notwithstanding any determination by the Executive Ethics Board or other tribunal, COMMERCE
may, in its sole discretion, by written notice to the GRANTEE terminate this Grant if it is found after
due notice and examination by the COMMERCE that there is a violation of the Ethics in Public
4
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
Service Act, Chapter 42.52 RCW; or any similar statute involving the GRANTEE in the procurement
of, or performance under this Grant.
In the event this Grant is terminated as provided above, the COMMERCE shall be entitled to pursue
the same remedies against the GRANTEE as it could pursue in the event of a breach of the Grant by
the GRANTEE. The rights and remedies of COMMERCE provided for in this clause shall not be
exclusive and are in addition to any other rights and remedies provided by law. The existence of
facts upon which COMMERCE makes any determination under this clause shall be an issue and may
be reviewed as provided in the "Disputes" clause of this Grant.
13. 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 COMMERCE. COMMERCE shall
be considered the author of such Materials. In the event the Materials are not considered "works for
hire" under the U.S. Copyright laws, the 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 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 fumished 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.
14. 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 the Director of
COMMERCE, who may designate a neutral person to decide the dispute.
The request for a dispute hearing must:
• be in writing;
• state the disputed issues;
• state the relative positions of the parties;
• state the Grantee's name, address, and Contract 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.
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
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.
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
15. 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.
16. INDEMNIFICATION
To the fullest extent permitted by law, the Grantee shall indemnify, defend, and hold harmless the
State of Washington, COMMERCE, agencies of the state and all officials, agents and employees of
the state, from and against all claims for injuries or death arising out of or resulting from the Grantee
or any Subgrantee's/subcontractor's performance of the contract or failure to perform the contract.
"Claim" as used in this contract, means any financial- loss, claim, suit, action, damage, or expense,
including but not limited to attorney's fees, attributable for bodily injury, sickness, disease, or death, or
injury to or the destruction of tangible property including loss of use resulting therefrom.
The Grantee's obligation to indemnify, defend, and hold harmless includes any claim by Grantee's
agents, employees, representatives, or any Subgrantee/subcontractor or its employees.
GRANTEE'S obligation to indemnify, defend, and hold harmless the State shall not be eliminated or
reduced by any actual or alleged concurrent negligence of State or its agents, agencies, employees
and officials.
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.
17. INDEPENDENT CAPACITY OF THE GRANTEE
The parties intend that an independent Grantee 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.
18. 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 Contract, and transmit the deducted amount to the Department of Labor and Industries,
(L&I) Division of Insurance Services. This provision does not waive any of L&I's rights to collect from
the Grantee.
19. LAWS
The Grantee shall comply with all applicable laws, ordinances, codes, regulations, and policies of
local, state, and federal governments, as now or hereafter amended, including, but not limited to:
United States Laws. Regulations and Circulars (Federal)
A. AUDITS
Office of Management and Budget (OMB) Revised Circular A-133 "Audits of States, Local
Governments, and Non -Profit Organizations."
B. LABOR AND SAFETY STANDARDS
Convict Labor, 18 U.S.C. 751, 752, 4081, 4082.
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
Drug -Free Workplace Act of 1988, 41 USC 701 et seq.
Federal Fair Labor Standards Act, 29 U.S.C. 201 et seq.
Work Hours and Safety Act of 1962, 40 U.S.C. 327-330 and Department of Labor Regulations, 29
CFR Part 5.
C. LAWS AGAINST DISCRIMINATION
Age Discrimination Act of 1975, Public Law 94-135, 42 U.S.C. 6101-07, 45 CFR Part 90
Nondiscrimination in Federally Assisted Programs.
Americans with Disabilities Act of 1990, Public Law 101-336.
Equal Employment Opportunity, Executive Order 11246, as amended by Executive Order 11375
and supplemented in U.S. Department of Labor Regulations, 41 CFR Chapter 60.
Executive Order 11246, as amended by EO 11375, 11478, 12086 and 12102.
Handicapped Employees of Government Grantees, Rehabilitation Act of 1973, Section 503, 29
U.S.C. 793.
Handicapped Recipients of Federal Financial Assistance, Rehabilitation Act of 1973, Section 504,
29 U.S.C. 794.
Minority Business Enterprises, Executive Order 11625, 15 U.S.C. 631.
Minority Business Enterprise Development, Executive Order 12432, 48 FR 32551.
Nondiscrimination and Equal Opportunity, 24 CFR 5.105(a).
Nondiscrimination in benefits, Title VI of the Civil Rights Act of 1964, Public Law 88-352, 42
U.S.C. 2002d et seq, 24 CFR Part 1.
Nondiscrimination in employment, Title VII of the Civil Rights Act of 1964, Public Law 88-352.
Nondiscrimination in Federally Assisted Construction Contracts, Executive Order 11246, 42
U.S.C. 2000e, as amended by Executive Order 11375, 41 CFR Chapter 60.
Section 3, Housing and Urban Development Act of 1968, 12 USC 1701u (See 24 CFR
570.607(b)).
D. OFFICE OF MANAGEMENT AND BUDGET CIRCULARS
Cost Principles for State, Local and Indian Tribal Governments, OMB Circular A-87, 2 CFR, Part
225.
Cost Principles for Nonprofit Organizations, OMB Circular A-122 (if the Grantee is a nonprofit
organization).
Grants and Cooperative Agreements with State and Local Governments, OMB Circular A-102 (if
the Grantee is a local government or federally recognized Indian tribal government).
Uniform Administrative Requirements for Grants and Other Agreements with Institutions of Higher
Education, Hospitals and Other Nonprofit Organizations, OMB Circular A-110.
E. OTHER
Anti -Kickback Act, 18 U.S.C. 874; 40 U.S.C. 276b, 276c; 41 U.S.C. 51-54,
Governmental Guidance for New Restrictions on Lobbying; Interim Final Guidance, Federal
Register 1, Vol. 54, No. 2431Wednesday, December 20, 1989.
Hatch Political Activity Act, 5 U.S.C. 1501-8.
Lobbying and Disclosure, 42 USC 3537a and 3545 and 31 USC 1352. (Byrd Anti -Lobbying
Amendment). 31 U.S.C. 1352 provides that Grantees who apply or bid for an award of $100,000
or more must file the required certification. Each tier certifies to the tier above that it will not and
has not used Federal appropriated funds to pay any person or organization for influencing or
0
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
attempting to influence an officer or employee of any agency, a member of Congress, officer or
employee of Congress, or an employee of a member of Congress in connection with obtaining
any Federal contract, grant or other award covered by 31 U.S.C. 1352. Each tier must disclose
any lobbying with non -Federal funds that takes place in connection with obtaining any Federal
award. Such disclosures are forwarded from tier to tier up to the recipient.
Non -Supplanting Federal Funds.
Section 8 Housing Assistance Payments Program.
F. PRIVACY
Privacy Act of 1974, 5 U.S.C. 552a.
Washington State Laws and Regulations
A. Affirmative action, RCW 41.06.020 (1).
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.
20. 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 Contract.
21. LIMITATION OF AUTHORITY
Only the Grantee or Grantee's delegate by writing (delegation to be made prior to action) shall have
the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition
of this Contract. Furthermore, any alteration, amendment, modification, or waiver or any clause or
condition of this contract is not effective or binding unless made in writing and signed by the Grantee.
22. 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 COMMERCE. 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.
23. 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 for working for or against ballot measures or for or against the candidacy of
any person for public office.
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
24. PROCUREMENT STANDARDS FOR FEDERALLY FUNDED PROGRAMS
A Grantee which is a local government or Indian Tribal government must establish procurement
policies and procedures in accordance with OMB Circulars A-102, Uniform Administrative
Requirements for Grants in Aid for State and Local Governments, for all purchases funded by this
Contract.
A Grantee which is a nonprofit organization shall establish procurement policies in accordance with
OMB Circular A-110, Uniform Administrative Requirements for Grants and Agreements with Nonprofit
Agencies, for all purchases funded by this Contract.
The Grantee's procurement system should include at least the following:
1. A code or standard of conduct that shall govern the performance of its officers, employees, or
agents engaged in the awarding of contracts using federal funds.
2. Procedures that ensure all procurement transactions shall be conducted in a manner to
provide, to the maximum extent practical, open and free competition.
3. Minimum procedural requirements, as follows:
a. Follow a procedure to assure the avoidance of purchasing unnecessary or duplicative
items.
b. Solicitations shall be based upon a clear and accurate description of the technical
requirements of the procured items.
c. Positive efforts shall be made to use small and minority -owned businesses.
d. The type of procuring instrument (fixed price, cost reimbursement) shall be determined by
the Grantee, but must be appropriate for the particular procurement and for promoting the
best interest of the program involved.
e. Contracts shall be made only with reasonable Subgrantees who possess the potential
ability to perform successfully under the terms and conditions of the proposed
procurement.
f. Some form of price or cost analysis should be performed in connection with every
procurement action.
g. Procurement records and files for purchases shall include all of the following:
1) Grantee selection or rejection.
2) The basis for the cost or price.
3) Justification for lack of competitive bids if offers are not obtained.
h. A system for contract administration to ensure Grantee conformance with terms,
conditions and specifications of this Contract, and to ensure adequate and timely follow-
up of all purchases.
4. Grantee and Subgrantee/subcontractor must receive prior approval from COMMERCE, for
using funds from this Contract to enter into a sole source contract or a contract where only
one bid or proposal is received when value of this Contract is expected to exceed $5,000.
Prior approval requests shall include a copy of proposed contracts and any related
procurement documents and justification for non-competitive procurement, if applicable.
25. 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.
10
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
26. 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.
27. REGISTRATION WITH DEPARTMENT OF REVENUE
If required by law, the Grantee shall complete registration with the Washington State Department of
Revenue.
28. 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 calendar day notice
requirement. In lieu of termination, the Grant may be amended to reflect the new funding limitations
and conditions.
29. SEVERABILITY
The provisions of this Grant are intended to be severable. If any term or provision is illegal or invalid
for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of
the Grant.
30. SITE SECURITY
While on COMMERCE premises, GRANTEE, its agents, employees, or subgrantees shall conform in
all respects with physical, fire or other security policies or regulations.
31. SUBGRANTING/SUBCONTRACTING
Neither the Grantee nor any Subgrantee/subcontractor shall enter into subgrants/subcontracts for any
of the work contemplated under this contract without obtaining prior written approval of COMMERCE.
In no event shall the existence of the subgrant/subcontract operate to release or reduce the liability of
the Grantee to commerce for any breach in the performance of the Grantee's duties. This clause
does not include Grants of employment between the Grantee and personnel assigned to work under
this Grant.
Additionally, the Grantee is responsible for ensuring that all terms, conditions, assurances and
certifications set forth in this agreement are carried forward to any subgrant/subcontracts. Grantee
and its Subgrantees/subcontractors agree not to release, divulge, publish, transfer, sell or otherwise
make known to unauthorized persons personal information without the express written consent of the
agency or as provided by law.
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.
32. 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.
11
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
33. 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.
34. TERMINATION FOR CAUSE
In the event COMMERCE determines the Grantee has failed to comply with any term or condition of
this Grant, COMMERCE has the right to suspend or terminate this Grant. Before suspending or
terminating the Grant, COMMERCE shall notify the Grantee in writing of the need to take corrective
action. If corrective action is not taken within 30 calendar days, the Grant may be terminated or
suspended.
In the event of termination or suspension, the Grantee shall be liable for damages as authorized by
law including, but not limited to, any cost difference between the original Grant 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.
COMMERCE reserves the right to suspend all or part of the Grant, withhold further payments, or
prohibit the Grantee from incurring additional obligations of funds during investigation of the alleged
compliance breach and pending corrective action by the Grantee or a decision by COMMERCE to
terminate the Grant. A termination shall be deemed a "Termination for Convenience" if it is
determined that the Grantee: (1) was not in default; or (2) failure to perform was outside of his or her
control, fault or negligence.
The rights and remedies of COMMERCE provided in this Grant are not exclusive and are, in addition
to any other rights and remedies, provided by law.
35. 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.
36. TERMINATION PROCEDURES
Upon termination of this Grant, COMMERCE, in addition to any other rights provided in this Grant,
may require the Grantee to deliver to COMMERCE any property specifically produced or acquired for
the performance of such part of this Grant as has been terminated. The provisions of the "Treatment
of Assets" clause shall apply in such property transfer.
The COMMERCE shall pay to the Grantee the agreed upon price, if separately stated, for completed
work and services accepted by the COMMERCE, and the amount agreed upon by the Grantee and
the COMMERCE for (i) completed work and services for which no separate price is stated, (ii)
partially completed work and services, (iii) other property or services that are accepted by the
COMMERCE, and (iv) the protection and preservation of property, unless the termination is for
default, in which case the Authorized Representative shall determine the extent of the liability of the
COMMERCE. Failure to agree with such determination shall be a dispute within the meaning of the
"Disputes" clause of this Grant. The COMMERCE may withhold from any amounts due the Grantee
such sum as the Authorized Representative determines to be necessary to protect the COMMERCE
against potential loss or liability.
The rights and remedies of the COMMERCE provided in this section shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this Grant.
12
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
After receipt of a notice of termination, and except as otherwise directed by the AGENT, the Grantee
shall:
1. Stop work under the Grant on the date, and to the extent specified, in the notice;
2. Place no further orders or subgrants/subcontracts for materials, services, or facilities except as
may be necessary for completion of such portion of the work under the Grant that is not
terminated;
3. Assign to the COMMERCE, in the manner, at the times, and to the extent directed by the
AGENT, all of the rights, title, and interest of the GRANTEE under the orders and
subgrants/subcontracts so terminated, in which case the COMMERCE has the right, at its
discretion, to settle or pay any or all claims arising out of the termination of such orders and
s ubgrants/subcontracts;
4. Settle all outstanding liabilities and all claims arising out of such termination of orders and
subgrants/subcontracts, with the approval or ratification of the Authorized Representative to the
extent AGENT may require, which approval or ratification shall be final for all the purposes of this
clause;
5. Transfer title to the COMMERCE and deliver in the manner, at the times, and to the extent
directed by the Authorized Representative any property which, if the Grant had been completed,
would have been required to be furnished to the COMMERCE;
6. Complete performance of such part of the work as shall not have been terminated by the
Authorized Representative; and
7. Take such action as may be necessary, or as the Authorized Representative may direct, for the
protection and preservation of the property related to this Grant, which is in the possession of the
Grantee and in which the COMMERCE has or may acquire an interest.
37. TREATMENT OF ASSETS
Title to all property furnished by the COMMERCE shall remain in the COMMERCE. Title to all
property furnished by the Grantee, for the cost of which the Grantee is entitled to be reimbursed as a
direct item of cost under this Grant, shall pass to and vest in the COMMERCE upon delivery of such
property by the Grantee. Title to other property, the cost of which is reimbursable to the Grantee
under this Grant, shall pass to and vest in the COMMERCE upon (i) issuance for use of such property
in the performance of this Grant, or (ii) commencement of use of such property in the performance of
this Grant, or (iii) reimbursement of the cost thereof by the COMMERCE in whole or in part,
whichever first occurs.
A. Any property of the COMMERCE furnished to the Grantee shall, unless otherwise provided
herein or approved by the COMMERCE, be used only for the performance of this Grant.
B. The Grantee shall be responsible for any loss or damage to property of the COMMERCE that
results from the negligence of the Grantee or which results from the failure on the part of the
Grantee to maintain and administer that property in accordance with sound management
practices.
C. If any COMMERCE property is lost, destroyed or damaged, the Grantee shall immediately notify
the COMMERCE and shall take all reasonable steps to protect the property from further damage.
D. The Grantee shall surrender to the COMMERCE all property of the COMMERCE prior to
settlement upon completion, termination or cancellation of this Grant
All reference to the Grantee under this clause shall also include Grantee's employees, agents or
Subgrantees/subcontractors.
13
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
38. 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.
14
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