HomeMy WebLinkAbout2026-153 Fully ExecutedBOARD OF COUNTY COMMISSIONERS
COTINTY OF KITTITAS
STATE OF WASHINGTON
RESOLUTION NO. 2026 l5e
AUTHORIZING THE CHAIR'S SIGNATURE ON THE FEDERAL CAPITAL CONTRACT
WITH THE WASHINGTON STATE BROADBAND OFFICE FOR BROADBAND EXPANSION
IN THE COUNTY AND TO ACCEPT FEDERAL AND STATE FUNDING FOR THE PROJECT.
WHEREAS: Kittitas County adopted Resolution 2023-072 establishing policy standards for broadband
infrastructure expansion under the authority of Kittitas County; and
WHEREAS:Federal Funding for broadband expansion has been made available by the National
Telecommunications and Information Administration (NTIA) Broadband Equity Access
and Deployment (BEAD) Program; and
WHEREAS:Resolution 2025-133 authorized the submittal of applications for seven project areas in
Kittitas County to the Washington State Broadband Office (WSBO) for round three of
the Broadband Equity, Access, and Deployment Program (BEAD); and
WHEREAS: WSBO has noticed Kittitas County of award for seven project areas in the Counfy,
representing nearly $33 million dollars in investment to expand Broadband; and
WHEREAS: A Federal Capital Contract has been developed by WSBO to award funding to the
County and for development of Broadband services.
NOW, THEREFORE BE IT RESOLVED that the Board of County Commissioners, in the best interest
of the public, does hereby authorize the Chair's signature on the Federal Capital Contract
with the Washington State Broadband Office for Broadband Expansion in the County and
accepting Federal and State funding for the BEAD broadband expansion project.
DATED this 15th day of September 2026, at Ellensburg, Washington.
BOARD OF COLTNTY COMMISSIONERS
KITTITAS COUNTY GTON
Julie Kjorsvik
Clqrk of the Board- Mandy Buchholz
Chairman
ice-Chairman
Commissioner
I !
th%t
W ashington State
Department of
Federal Gapital Contract with
Kittitas County
through
Washington State Broadband Office - Broadband Equity Access Deployment (BEAD)
Contract N umber: 26-96212-012
For
Kittitas Co-21, 22, 112, 156, 177, 199, 227
Dated: Wednesday, May 20,2026
I
Table of Contents
Face Sheet....... ............'5
Special Terms and Conditions 7
1. Acknowledgement of Federal Funding..... .....-....-.'..'7
2. Contract Mana9ement............... .."""...--7
3. Compensation............. .......'.7
4. Expenses ...."..'..8
5. Period of Performance, Costs lncurred, Reimbursement............ ................8
6. Billing Procedures and Payment............... ...............9
8. Federal Exclusion... .......'....10
L Fraud and Other Loss Reporting............. ........."....10
10. Termination for Fraud .....'...10
11. Historical or CulturalArtifacts .'.............10
12. lndirect Costs .....................11
13. lnsurance ......-.-11
14. Procurement Standards for Federally Funded Programs .... ...13
15. Registration With the System forAward Management (SAM) .......'."....'..-14
17. Subcontractor Data Collection .'..'.....-..14
18. Eminent Domain...... ."'.'."..14
19. lnspection and Testing of Materials ..'...15
20. Grantee Permitting Obligations ............15
21. Scheduling lnspection for FinalAcceptance ..........16
22. Domestic Preference for Procurements (Build America, BuyAmerica) .............. .........16
23. Prohibition on Use for Covered Communications Equipment or Services ...................17
24. Network Capabilities "'.'...'.17
25. Access to Service.. .".'........17
26. Public Notice ..................'.'.17
27. Deployment and Provision of Service Requirements............. ....'.'.'....'."'-.17
28. Encumbrances............ .'..".17
29. Basis for Establishing Real Property Values for Acquisitions of Real Property Performance
30. Recordation of the Federal lnterest in BEAD-Funded Property.............. '..'."......'.......18
31. Federal lnterest Period........ ."......'.."...19
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32. Program lncome....... ..........19
33. Ensuring Timely and Effective Deployment of BEAD Projects..... '."..-...--..2O
34. Additional Transparency Requirements for Government-Owned Networks (GON) to Ensure
Financial Transparency and the Managerial Capacity of GON Subgrantees ............... ...........2O
35. Order of Precedence.............. ...'.'.'...21
General Terms and Gonditions....... ..--..-----22
1. Definitions '."'.'.22
2. Administrative CostAllocation.. .-......'."23
3. Allowable Costs......... '.".-.--23
4. AllWritings Contained Herein ".'..'-.-.'--23
5. Amendments............... '.'....23
6. Americans With Disabilities Act (ADA) of 1990, Public Law 101-336, Also Referred to as the'ADA'
7. Approval ......---..23
B. Assignment................ ".-----23
9. Attorney's Fees.......... ....-.-.24
11. Certification Regarding Debarment, Suspension or lneligibility and Voluntary Exclusion- Primary
and Lower Tier Covered Transactions.............. ......'....".'..24
12. Code Requirements ...""....25
13. Confidentiality/Safeguarding of lnformation ........."25
14. Conformance.............. .'.'.."26
15. Conflict of lnterest .--.-..-..'.'.26
16. Copyright Provisions '....'."'26
17. Disallowed Costs......... ......'27
19. Duplicate Payment ....."'..'.'27
20. Governing Law and Venue....... ..'."...'-'27
21. lndemnification............ '.'.'.'28
22. lndependent Capacity of the Subrecipient................ ."'..."."'..28
23. lndustrial lnsurance Coverage .........'...28
25. Licensing, Accreditation and Registration '..'..........28
26. Limitation of Authority .........29
27. Local Public Transportation Coordination ....."..-.-..29
28. Nondiscrimination........ ....'.'29
Page 3 of 44
t t
29. Notification ofTenant Rights/Responsibilities
30. Pay Equity.
31. PoliticalActivities....
32. PrevailingWageLaw...........
33. Procurement Standards for Federally Funded Programs
34. Prohibition Against Payment of Bonus or Commission...
35. Publicity.....
36. Recapture..
37. RecordsMaintenance................
38. Registration With Department of Revenue....
39. Right of lnspection
40. Savings
41. Severability
42. Site Security......... ...
43. Subcontracting............
44. Survival
45. Taxes........
46. Termination for Cause..
47. Termination for Convenience .........
48. Termination Procedures
49. Treatment of Assets
50. Waiver
51. Work Hours and Safety Standards
Attachment A: Scope of Work
Attachment B: Certification of the Availability of Funds to Complete the Project....
Attachment C: Certification of the Payment and Reporting of Prevailing Wages.....
Attachment D: List of Broadband Service Locations in BEAD ProjectArea........
Attachment E: Letter of Credit or Performance Bond
Attachment F: Certification to Requirement 51: Protecting the BEAD Program from Defaults42
30
30
30
31
31
31
32
32
32
32
32
33
33
33
33
33
34
34
34
34
35
36
36
Attachment G: NEPA Process and Documentation Certification.
Attachment H: Government Owned Network (GON) Certification
37
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39
40
41
43
44
Page 4of 44
Research & Development: E Yes El No
Face Sheet
Washington State Department of Commerce
Local Government Division
State Broadband Office
BEAD Funds Grant
Contract Number: 26-9621 2-01 2
ESubrecipient EContractor
1. Subrecipient
Kittitas County
411 N Ruby St Ste 1
Ellensburg, WA 98926
2. Subrecipient Doing Business As (as applicable)
N/A
3. Subrecipient Representative
Josh Fredrickson
Public Works Director
509-962-7523
Josh.frederickson@co.kittitas.wa. us
4.RCE Representative
Nicholas Zehrung
Broadband lnfrastructure Specialist
564-250-0498
nicholas.zehrung@commerce.wa. gov
PO Box 42525
1500 Jefferson St.
Olympia, WA 98504-2525
5. Contract Amount
$32,908,343.00
6. Funding Source
Federal: X State: X otner: n nta: n
7. Start Date
Upon execution
8. End Date
Four years from
execution date
9, Federal Funds (as applicable)
$24.681 .257.00
Federal Agency:
US Dept. Commerce
ALN
11.035
lndirect Rate
N/A
10. Tax lD #11. SWV#
swv0010475-11
12. UBI #
192-002-673
13. UEt #
WQ23XPBSAU44
14. Award Method
E Non-Competitive I Competitive
NOFO/RFX #
wsBo 25-003
Proviso #
N/A
15. Gontract Purpose
The outcome of this performance-based Contract is to undertake a legislatively approved project that furthers the goals and
objectives of BEAD Program as referenced in Attachment A - Scope of Work.
COMMERCE, defined as the Department of Commerce, and Subrecipient acknowledge and accept the terms of this Contract and
attachments and have executed this Contract on the date below to start as of the date and year referenced above. The rights and obligations
of both parties to this Contract are governed by this Contract and the following other documents incorporated by reference: Attachment "A"
- Scope of Work, Attachment "B" - Certification of Availability of Funds to Complete the Project, Attachment "C" - Certification of the Payment
and Reporting of Prevailing Wages, Attachment "D" - List of Broadband Service Locations , Attachment "E"- Line of CrediUor Performance
Bond, Attachment "F" - Certification to Requirement 5'1 : Protecting the BEAD Program from Defaults, Attachment'G' - NEPA Process and
Documentation Certification, Attachment "H" - Government Owned Network (GON) Certification, and the US Department of Commerce
Standard Terms and Conditions the following documents incorporated herein by reference: Subrecipient's Application for Funding and the
Washinoton State Broadband Office BEAD Handbook23-34 prepared bv Commerce
FOR SUBRECIPIENT
Brett Wachsmith, Kittitas County Commissioner District 3
Date
APPROVED AS TO FORM ONLY
Stephanie Hartung, Kittitas County Chief Civil Deputy
Date
FOR COMMERCE
Mark K. Barkley, Assistant Director, Local Government Division
Date
APPROVED AS TO FORM ONLY
Assistant Attorney General, Signature on File
Page 5 of 44
DECLARATIONS
SUBRECIPIENT INFORMATION
Subrecipient Name:
Contract Number:
PROJECT INFORMATION
Project Name:
Project City:
Project State:
Project Zip Code
CONTRACT INFORMATION
FederalAward Amount:
State Match Amount:
ln-Kind Match:
Private Match:
Federal Match:
Appropriation Number:
Re-appropriation Number (if applicable)
Contract End Date:
Biennium:
Biennium Close Date:
Earliest Date for Reimbursement:
FUNDING INFORMATION
Federal Funding:
FederalAward Agency:
Amount of Federal Funds Obligated by this Action
Kittitas County
26-96212-0',12
Kittitas Co-21, 22,'l 12, 156,'177, 199, 227
Various
Washington
Various
$ 24,681,257
$ 8,227,086
$run
$ N/A
$ N/A
ESSB 5195, Section 7033
June 30, 2027; contingent on State and Federal
reappropriation
2025-2027
June 30,2027
November 12,2024.
lnfrastructure lnvestment and Jobs Act (llJA), sec.
60102, Public Law 1 17-158.
US Department of Commerce
$ 24,681,257
ADDITIONAL SPECIAL TERMS AND CONDITIONS GOVERNING THIS AGREEMENT
*Pre-awarded cost: WSBO will allow the design engineering document(s) and the Letter of lntent Line of
Credit/Performance Bond required by the application to be included in pre-awarded cost.
Last revision 71912025
Page 6 of 44
Special Terms and Conditions
1 . Acknowledgement of Federal Funding
Federal Award Date: 3-27 -2023
Federal Award ldentification Number (FAIN): 53-20-8219N-4
FederalAwarding Agency: US Department of Commerce
Total amount of federal funds obligated to this Subrecipient for this program: $24,681,257
Awarding official: Sarah Clifthorne, lnterim Director (360)789-1275
Unless otherwise specifically authorized herein, the budget period start and end dates shall be the same
as the start and end dates on the Face Sheet.
The Subrecipient agrees that any publications (written, visual, or sound) but excluding press releases,
newsletters, and issue analyses, issued by the Subrecipient describing programs or projects funded in
whole or in part with federal funds under this Contract, shall contain the following statements:
"This project was supported by Grant No. 53-20-8219N-4 awarded by US Department of the Commerce.
Points of view in this document are those of the author and do not necessarily represent the official position
or policies of the US Department of Commerce. Grant funds are administered by the lnfrastructure
lnvestment and Jobs Act, Broadband Equity, Access, and Deployment (BEAD) Program, Washington State
Department of Commerce."
The Subrecipient has four years to construct from the execution date of this Contract. The clock starts after
the completion of construction for the 1O-year federal interest period for reporting and providing a low-cost
service option during this time.
2. Contract Management
The Representative for each of the parties shall be responsible for and shall be the contact person for all
communications and billings regarding the performance of this Contract.
The Representative for COMMERCE and their contact information are identified on the Face Sheet of this
Contract.
The Representative for the Subrecipient and their contact information are identified on the Face Sheet of
this Contract.
3. Compensation
COMMERCE shall pay an amount not to exceed the total Contract amount listed on the contract Face
Sheet for all things necessary for or incidental to the performance of work as set forth in the Scope of Work.
PageT of 44
Subrecipient's compensation for services rendered shall be based on the terms of the Scope of Work and
Budget.
4. Expenses
Under this Contract, COMMERCE shall only pay for actual and allowable costs (as defined in this section)
incurred during Period of Performance stated on the Face Sheet. To be allowable, all cost must be:
o Necessary for the performance of the Contract activities.
r Reasonable, as provided in 2 CFR S 200.404 or 45 CFR S 75.404;
. Allocable to the federal award, as provided in 2 CFR S 200.405 or 45 CFR $ 75.405:
o Consistent with all other requirements of the Cost Principles; and consistent with all other law,
regulation, policy, or other requirements applicable to the state or federal funds involved,
Pre-awarded cost: WSBO will allow the design engineering document(s) and the Letter of lntent Line of
CrediVPerformance Bond required by the application to be included in pre-awarded cost and request
reimbursement.
Subrecipient shall receive reimbursement for approved expenses as identified below or as authorized in
advance by COMMERCE as reimbursable.
lf travel is required to complete the scope of work, reimbursable travel expenses may include airfare
(economy or coach class only), other transportation, lodging, and food necessary during periods of required
travel. Subrecipient shall be reimbursed at a rate not to exceed the current state rate and in accordance
with the State of Washinqton Office of Financial Manaqement Travel Requlations.
5. Period of Pefformance, Costs lncurred, Reimbursement
A. Period of Performance. The initial period of performance for this award begins on the contract
Execution Date hereof and ends four (4) years from the contract Execution Date. lf unexpended
funds under this Grant are re-appropriated, the period of performance (Contract End Date) may be
extended with prior approval from the Washington State Broadband Office and, in certain cases,
the NationalTelecommunications and lnformation Administration for up to an additional twelve (12)
month period.
B. Reimbursement Period. All requests for reimbursement of eligible costs incurred between the
Contract Execution Date and Contract End Date payable by BEAD funds must be submitted to
COMMERCE within 60 days following the completion of work.
C. ln the event the Subrecipient can't complete the full Scope of Work, due to material/supply chain
delays, the Subrecipient may request to amend the Scope of Work. Approval of any Scope of Work
amendment requires approvalfrom the Washington State Broadband Office and, in certain cases,
the National Telecommu nications and I nformation Admin istration.
Page I of 44
6. Billing Procedures and Payment
COMMERCE will pay Subrecipient upon acceptance of deliverables or services provided and receipt of
properly completed invoices, which shall be submitted to COMMERCE via the Contracts Management
System (CMS).
The invoices shall describe and document, to COMMERCE's satisfaction, a description of the work
performed, the progress of the project, and any expenses to be reimbursed. The invoice shall include
Contract Number stated on the Face Sheet.
lf applicable, Subrecipient must also include attachments that describe and document, to COMMERCE's
satisfaction, a detailed description of the work performed, progress of the project, and/or receipts or other
proof of payment. COMMERCE may request additional documentation at any time.
Any expense reimbursed under this Contract which is later determined to be unallowable must be repaid
according to the terms COMMERCE provides.
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 utilizing Subrecipient's Statewide
Vendor (SWV) number.
COMMERCE may, in its sole discretion, terminate this Contract or withhold payments if the Subrecipient
fails to satisfactorily comply with any term or condition of this Contract.
No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall
be made by COMMERCE. No payments in advance of or in anticipation of any expense reimbursable under
this Contract shall be made by COMMERCE
lf subgranting and/or subcontracting is authorized by COMMERCE, all Subgrantee/Subcontractor
payments are reimbursable expenses within the meaning of this Agreement. Subrecipient must have, and
may be required to demonstrate, the means to pay each and every Subgrantee/Subcontractor. Failure to
pay Subgrantees/Subcontractors as agreed may result in suspension or termination of this Contract.
lnvoices and End of Fiscal Year
lnvoices are due on the 20th of the month following the provision of services.
Final invoices for a state fiscal year may be due sooner than the 20th and Commerce will provide notification
of the end of fiscal year due date.
The Subrecipient must invoice for all expenses from the beginning of the Contract through June 30,
regardless of the Contract start and end date.
Duplication of Billed Costs
The Subrecipient shall not bill COMMERCE for services performed under this Agreement, and
COMMERCE shall not pay the Subrecipient if the Subrecipient is entitled to payment or has been or will be
paid by any other source, including grants, for that service.
Disallowed Costs
The Subrecipient is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its Sub-Subgrantees.
Page 9 of 44
Unless othenruise authorized by COMMERCE in writing, reimbursable payroll costs shall not include
employee overtime nor bonus pay.
Withholdinq
At its sole discretion, COMMERCE may withhold five percent (5%) from the final invoice for each awarded
project area until acceptance by COMMERCE of the final report (or completion of the project, etc.).
7. Data
Except as may be otherwise provided in the Federal Notice of Award, COMMERCE shall own all rights in
data resulting from this contract. The federal funding agency reserves the right to obtain, reproduce, publish,
or otherwise use the data produced under this Contract, and to authorize others to receive, reproduce,
publish, or othenruise use such data for federal purposes.
B. Federal Exclusion
These terms add to the terms in Section 11 Certification Regarding Debarment, Suspension or lneligibility
and Voluntary Exclusion - Primary and Lower Tier Covered Transactions in General Terms and Conditions.
The Subrecipient also agrees to access the Federal Exclusion List at www.sam.qov and provide Federal
Exclusion documentation to COMMERCE and to keep a copy on file with the Subrecipient's project records.
9. Fraud and Other Loss Reporting
Subrecipient shall report in writing all known or suspected fraud or other loss of any funds or other property
furnished under this Contract immediately or as soon as practicable to the COMMERCE Representative
identified on the Face Sheet.
ln addition to reporting to COMMERCE, Subrecipients may also report fraud to the Washington State
Auditors Office at this link: Fraud Proqram I Office of the Washinqton State Auditor or to the U.S.
Government Accountability Office at this link: Report and Prevent Fraud I U.S. GAO
10. Termination for Fraud
ln the event the Subrecipient commits fraud or makes any misrepresentation in connection with the Grant
application or during the performance of this Grant Agreement, COMMERCE reserves the right to
terminate or amend this Grant Agreement accordingly, including the right to recapture all funds disbursed
to the Subrecipient under the Grant.
11 . Historical or Cultural Artifacts
Prior to any ground disturbance or construction the Subrecipient shall complete the requirements of
Governor's Executive Order 21-02, where applicable, or Subrecipient shall complete a review under Section
106 of the National Historic Preservation Act, if applicable. Subrecipient agrees that the Subrecipient is
legally and financially responsible for compliance with all laws, regulations, and agreements related to the
preservation of historical or cultural resources and agrees to hold harmless COMMERCE and the state of
Page 10 of44
Washington in relation to any claim related to such historical or cultural resources discovered, disturbed, or
damaged as a result of the project funded by this Contract.
ln addition to the requirements set forth in this Contract, Subrecipient shall, in accordance with
Governor's Executive Order 21-02 coordinate with COMMERCE and the Washington State Department of
Archaeology and Historic Preservation ('DAHP'), including any recommended consultation with any
affected tribe(s), during project design and prior to construction to determine the existence of any tribal
cultural resources affected by the project. Subrecipient agrees to avoid, minimize, or mitigate impacts to
the cultural resource as a continuing prerequisite to receipt of funds under this Contract.
The Subrecipient agrees that, unless the Subrecipient 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 Subrecipient shall immediately stop construction and notify the local
historical preservation officer and the state's historical preservation officer at DAHfl and the COMMERCE
Representative identified on the Face Sheet. lf human remains are uncovered, the Subrecipient shall
report the presence and location of the remains to the coroner and local law enforcement immediately,
then contact DAHP and the concerned tribe's cultural staff or committee.
The Subrecipient shall require this provision to be contained in all subcontracts for work or services
related to the Scope of Work attached hereto.
ln addition to the requirements set forth in this Contract, Subrecipient agrees to comply with RCW 27.44
regarding lndian Graves and Records; RCW 27.53 regarding Archaeological Sites and Resources; RCW
68.60 regarding Abandoned and Historic Cemeteries and Historic Graves; and WAC 25-48 regarding
Archaeological Excavation and Removal Permit.
Completion of the requirements of Section 106 of the National Historic Preservation Act shall substitute
for completion of Governor's Executive Order 21-02.
ln the event that the Subrecipient finds it necessary to amend the Scope of Work the Subrecipient may be
required to re-comply with Governor's Executive Order 21-02 or Section 106 of the National Historic
Preservation Act.
12. lndirect Costs
The Subrecipient shall provide their indirect cost rate that has been negotiated between their entity and the
federal government as set forth on the Face Sheet, Sec. 9. lf no such rate exists a de Minimis indirect cost
rate of 15o/o of modified total direct costs (MTDC) can be used. The indirect cost needed to be identified in
the applicant's BEAD application.
13. lnsurance
The Subrecipient shall provide insurance coverage as set out in this section. The intent of the required
insurance is to protect the State should there be any claims, suits, actions, costs, damages or expenses
arising from any loss, or negligent or intentional act or omission of the Subrecipient or Subcontractor, or
agents of either, while performing under the terms of this Contract. Failure to maintain the required
insurance coverage may result in termination of this Contract.
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 lnsurance, the insurance
shall name the state of Washington, its agents, officers, and employees as additional insureds under the
insurance policy. All policies shall be primary to any other valid and collectable insurance. The
Subrecipient shall provide COMMERCE thirty (30) calendar days'advance notice of any insurance
Page11of44
cancellation, non-renewal or modification.
The Subrecipient shall submit a certificate of insurance to COMMERCE which outlines the coverage and
limits defined in this insurance section within fifteen (15) calendar days of a written request by COMMERCE.
The 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. During the term of this Contract, if requested, the Subrecipient shall submit renewal
certificates not less than thirty (30) calendar days prior to expiration of each policy required under this
section.
DO NOT send insurance certificates to COMMERCE unless requested by COMMERCE. Any certificates
received by mail will be returned to sender unless the certificate identifies the contract number, contract
manager name, and/or program name to which it applies.
The Subrecipient shall provide insurance coverage that shall be maintained in full force and effect during
the term of this Contract, as follows:
Commercial General Liability lnsurance Policy. Provide a Commercial General Liability lnsurance
Policy, including contractual liability, written on an occurrence basis, in adequate quantity to protect against
legal liability arising out of contract activity but no less than $1,000,000 per occurrence. Additionally, the
Subrecipient is responsible for ensuring that any Subcontractors provide adequate insurance coverage for
the activities arising out of subcontracts.
Cyber Liability lnsurance: The Subrecipient shall maintain Cyber Liability lnsurance. The Subrecipient
shall maintain minimum limits of no less than $1,000,000 per occurrence to cover all activities by the
Subrecipient and licensed staff employed or under contract to the Subrecipient. The state of Washington,
its agents, officers, and employees need not be named as additional insureds under this policy.
Automobile Liability. ln the event that performance pursuant to this Contract involves the use of
vehicles, owned or operated by the Subrecipient or its Subcontractor, automobile 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 lnsurance. The Subrecipient shall maintain Professional
Liability or Errors and Omissions lnsurance. The Subrecipient shall maintain minimum limits of no less
than $1,000,000 per occurrence to cover all activities by the Subrecipient and licensed staff employed or
under contract to the Subrecipient. The state of Washington, its agents, officers, and employees need not
be named as additional insureds under this policy.
Fidelity lnsurance. Every officer, director, employee, or agent who is authorized to act on behalf of the
Subrecipient 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 Contract shall be $100,000 or the
highest of planned reimbursement for the Contract period, whichever is lowest. Fidelity insurance
secured pursuant to this paragraph shall name COMMERCE as beneficiary.
b. Subcontractors that receive $10,000 or more per year in funding through this Contract shall
secure fidelity insurance as noted above. Fidelity insurance secured by Subcontractors pursuant
to this paragraph shall name the Subrecipient as beneficiary.
Page 12 oI 44
Subrecipients and LocalGovernments that Participate in a Self-lnsurance Program.
Self-lnsured/Liability Pool or Self-lnsured Risk Management Program - Subrecipient may provide the
coverage above under a self-insured/liability pool or self-insured risk management program. ln order to
obtain permission from COMMERCE, the Subrecipient shallprovide: (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)
GovernmentalAccounting Standards Board (GASB),2) FinancialAccounting Standards Board (FASB), and
3) the Washington State Auditor's annual instructions for financial reporting. Subrecipient'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.
Annually Subrecipient shall provide upon written request by COMMERCE a summary of coverages and a
letter of self-insurance, evidencing continued coverage under Subrecipient'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.
14. Procurement Standards for Federally Funded Programs
A Subrecipient which is a local government or lndian Tribal government must establish procurement policies
and procedures in accordance with 2 CFR 200 for all purchases funded by this contract.
All recipients of funds under this Contract, including Subrecipient and subrecipients or subcontractors of
any tier, must follow the procurement standards in 2 CFR SS 200.318 through 200.327 , including ensuring
that the procurement method used for the contracts are appropriate based on the dollar amount and
conditions specified in 2 CFR S 200.320.
The Subrecipient's procurement system should include but not necessarily be limited to, the following:
. General procurement standards 2 CFR S 200.318. A code or standard of conduct that shall govern
the performance of its officers, employees, or agents engaged in the awarding of contracts using
federalfunds.
. Competition 2 CFR S 200.319. Procedures that ensure all procurement transactions shall be
conducted in a manner providing full and open competition consistent with the standards of this
section and $ 200.320.
. Methods of procurement to be followed 2 CFR S 200.320.
e Domestic preferences for procurements 2 CFR S 200.322 and the FederalAcquisition Regulation:
Amendments to the FAR Buy American Act Requirements, Section 70921.
i. Subrecipient shall include this BABA compliance language in all subcontracts and
procurement contracts and shall ensure that subcontractors and suppliers comply with the
BABA provisions.
ii. Limited Waivers. The US Department of Commerce issued limited waivers of some BABA
provisions, detailed in the Limited GeneralApplicability Nonavailability Waiver of the Buy
America Domestic Content Procurement Preference as Applied to Recipients of BEAD
Program. Forthe period February 22,2024, through February 22,2029, Subrecipient may
take advantage of these waivers as applicable to their BEAD funded project.
Page 13 of 44
15. Registration With the System forAward Management (SAM)
By signing this Contract, the Subrecipient accepts the requirements stated in 48 CFR 52.204-7 to register
with the System forAward Management at the SAM website (https://www.sam.qov). To register in SAM, a
valid Unique Entity ldentifier (UEl) is required. The Subrecipient is responsible for the accuracy and
completeness of the data within the SAM database and for any liability resulting from the Government's
reliance on inaccurate or incomplete data. The Subrecipient must remain registered in the SAM database
after the initial registration. The Subrecipient is required to review and update on an annual basis from the
date of initial registration or subsequent updates its information in SAM to ensure it is current, accurate and
complete. The Subrecipient shall provide evidence documenting registration and renewal of SAM
registration to Commerce.
. ln the event of the Subrecipient's noncompliance or refusal to comply with the requirement stated
above, Commerce reserves the right to suspend payment until the Subrecipient cures this
noncompliance.
16. Reports
The Subrecipient shallfurnish COMMERCE with
. Project Status Reports.
. Estimated Quarterly Expenditures Report.
. Certified Project Completion Report at Project completion.
. Pictures and short videos of various stages of the Project.
e Other reports as COMMERCE may require, to include but not limited to: Quarterly Progress
Reports; Project description; Project location(s); Project start and end date; Project status; Project
expenditures; number of households, businesses, and anchor institutions to be served; location of
communities to be served.
. All recipients are required to submit Project and expenditure reports and annual performance
reports as specified in U.S. Department of Commerce guidance.
r BEAD lnvoice Tracker
. Any other reports as needed to satisfy the monitoring requirements of NTIA.
17. Subcontractor Data Collection
Subrecipient will submit reports, in a form and format to be provided by COMMERCE and at intervals as
agreed by the parties, regarding work under this Contract performed by subcontractors and the portion of
Contract funds expended for work performed by subcontractors, including but not necessarily limited to
minority-owned, woman-owned, and veteran-owned business subcontractors. "Subcontractors" shall
mean subcontractors of any tier.
18. Eminent Domain
ln accordance with Executive Order 13406, "Protecting the Property Rights of the American People" (June
28,2006), the Grantee agrees:
Any use of the power of eminent domain to acquire land, easements, or interests in land, whether by the
Grantee or any other entity that has the power of eminent domain, in connection with the grant requires
Page 14 of 44
prior written consent from NTIA. Any use of eminent domain without prior written consent of NTIA constitutes
an unauthorized activity and/or use of funds under the award and subjects the Grantee to appropriate
enforcement action by ihe Grants Officer, including but not limited to the disallowance of award costs and
the termination of an award.
19. Inspection and Testing of Materials
The Grantee or Subgrantee, as applicable, shall ensure that all materials and equipment used in the
completion of the woik shall be subject to adequate inspection and testing in accordance with accepted
standards. Materials of construction, particularly those upon which the strength and durability of any
structure may depend, shall be subject to inspection and testing to establish conformance with
specifications and suitability for intended uses. The Grantee or Subgrantee shall ensure that documentation
of same is cataloged and retained.
20. Grantee Perm itting Obligations
To help ensure that Grantee's BEAD projects are carried out in a timely and effective manner, NTIA
requires Grantee to take the following actions to streamline permitting processes:
1. Consistent with any relevant legal requirements and authorities, Grantee will establish procedures to
ensure that broadband-related permit applications are promptly accepted, and requests are approved
or denied within 90 days, including by:
a. Assisting state and local authorities in establishing a single, dedicated point of contact, which has
knowledge of the application and review processes, for broadband-related permits.
b. Providing technical assistance to permitting agencies to ensure sufficient capacity (e.9., Master
Agreement and Consultant Reimbursement Agreement templates, surge support for permit
processing, etc.)
c. Providing deference to the construction techniques chosen by BEAD Subgrantees (without
seeking to influence those decisions), absent any identified safety concerns.
d. Maximizing streamlined processing through permitting by rule; batch processing of substantially
similar permit requests; and waiving or expediting duplicative or burdensome broadband permitting
requirements where possible.
e. Following FCC rules regarding timelines, rates, terms, and conditions for access to municipally
owned poles and conduit for broadband projects-including provisions in the FCC's rules providing
for "one-touch make-ready" and "self-help"-and requiring BEAD Subgrantees that own poles
(including cooperatives) to comply with FCC rules across their footprint.
2. Grantee will seek to minimize state and local permitting-related costs for broadband deployments
and ensure (1) permitting fees are a reasonable approximation of the state or local government's
costs, (2) only objectively reasonable costs are factored into those fees, and (3) the fees are no higher
than the fees charged to similarly situated competitors in similar situations.
3. Grantee will establish Permitting Roundtables and/or working groups of relevant federal, state, local,
and tribal authorities and representatives of impacted industries-including utility pole owners,
rail roads, commun ications providers, and BEAD subgrantees-that will:
Page 15 of 44
a. Meet regularly to identify and facilitate resolution of any delays or disputes related to deploying
BEAD-fu nded faci lities.
b. Collect complaints (and supporting information) from Subgrantees that are not timely resolved
through this process and escalate such complaints through the appropriate Permitting Roundtable
or working group.
4. Grantee will track, publicly post, and submit to NTIA, as part of its Semi-Annual Report, information
on subgrantee compliance with the NEPA milestone schedules and data regarding unresolved
complaints from Subgrantees, including: (1) issues escalated through the Permitting Roundtable or
working group; (2) delays in broadband-related projects that Subgrantees attribute to a state or local
prohibition on using its preferred construction techniques; and (3) delays in broadband related projects
that Subgrantees attribute to state and/or local authorities failing to follow FCC rules regarding pole
attachment timelines, rates, terms, and conditions for access to municipally owned poles and conduit
for broadband projects. 1
2'1 . Scheduling lnspection for Final Acceptance
The Grantee will schedule a final inspection for each broadband infrastructure project and other
construction activities when all construction has been completed, the architecVengineer has conducted its
own final inspection, and any deficiencies have been corrected. Representatives of the Grantee, the
architect/engineer, and the Subgrantee and/or contractor(s) will attend the Grantee's final inspection for
each project. NTIA must be given reasonable advance notice of each final inspection so that a
representative of NTIA may participate.
22. Domestic Preference for Procurements (Build America, Buy
America)
The Build America, Buy America Act (BABA) was enacted on November 15, 2021, as part of the
tnfrastructure lnvestmeni and Jobs Act, Pub. L. 117-58, 135 Stat. 429,70901-70927. BABA established
domestic content procurement preference requirements for Federal financial assistance projects for
infrastructure, including the BEAD Program, consistent with Section 70912(2) of the lnfrastructure Act. The
Subgrantee shall comply with BABA consistent with applicable legal authorities, such as the lnfrastructure
Act,Executive Order t4OOS,2 CFR Parl184, OMB Memo M-24-02, and the requirements laid out in the
finit version of the BEAD BABA waiver. All waivers applicable to BEAD, an FAQ, and a BEAD BABA Self
Certification list are posted on the Build America, Buy America page maintained by the Department of
Commerce Office of Acquisition Management at https://www.commerce.qov/oam/build-america-buv-
america.
1 The parties have interpreted this provision to mean that "Potes with attachment rates and access that are
regutated by state taw or by a government corporation such as the Tennessee Vattey Authority witt not be
affected by this provision" in accordance with NTIA's FAQ 6.9, version 20, avaitabte
6{ https://broadbandusa.ntia.gov/sites/defautt/fites/2026-04/BEAD-FAQs v20.pdf'
Page 16 of 44
23. Prohibition on Use for Covered Communications Equipment
or Services
A Grantee or Subgrantee (including contractors and subcontractors of Subgrantees) may not use BEAD
grant funds (including non-Federal cost share) to purchase or support any communications equipment or
service covered by either the Secure and Trusted Communications NetworksAct of 2019 (47 USC 1608)
or 2 CFR 200.216 (Prohibition on certain telecommunications and video surveillance services or
equipment).
24. Network Capabilities
Pursuant to 47 U.S.C. $ 1702(gxl)(A), which directs theAssistant Secretary to establish quality-of-
service standards to which each Subgrantee must comply, each subgrantee shall ensure that every
Funded Network meets the criteria related to speed and latency and network outages outline in the
NOFO lY.C.2.a. and in the Performance Measur (and any
future amendments).
25. Access to Service
Pursuant to 47 U.S.C. S 1702(gX2)(C)(ii), operators of Funded Networks shall provide access to broadband
service to each customer served by the project that desires broadband service on terms and conditions that
are reasonable and non-discriminatory.
26. Public Notice
Pursuant to 47 U.S.C. S 1702(hX4)(G), Subgrantees shall carry out public awareness campaigns in their
service areas that are designed to highlight the value and benefits of broadband service in order to increase
the adoption of broadband service by consumers, including information about low-cost broadband service
options for eligible subscribers. Once a Funded Network has been deployed, each Subgrantee shall provide
public notice, online and through other means, of that fact to individuals residing in the locations to which
broadband service has been provided and share the public notice with the WSBO.
27. Deployment and Provision of Service Requirements
Pursuant to 47 U.S.C. S 1702(hX4)(D), any Funded Network deployment pro.lect that involves laying fiber-
optic cables or conduit underground or along a roadway must include interspersed conduit access points
at regular and short intervals.
lf a Subgrantee, at any time, is no longer able to provide broadband service to the end user locations
covered by the subgrant on a retail basis remedial action will be taken to ensure continuity of service. ln
this situation, the WSBO shall consult with NTIA and shall sell the network capacity at a reasonable,
wholesale rate on a nondiscriminatory basis to other broadband service providers or public sector entities.
28. Encumbrances
Subject to the exception below, Subgrantees must not encumber property without prior disclosure to and
approval from NTIA and NIST, Subgrantees may not enter into any encumbrances that interfere with the
construction, intended use, operation, or maintenance of grant funded property during Federal lnterest
Period set forth in Term 32 of Special Terms and Conditions below. The following exception applies to
Page 17 of 44
subgrants whose major purpose is a broadband infrastructure project. Subgrantees may encumber real
property and equipment acquired or improved under such subgrants only after provision of notice to NTIA
and to the Grants Officer, and subject to a requirement that the DOC receives either a first priority security
interest (preferred) or a shared first priority security interest in the real property and equipment such that, if
the real property and equipment were foreclosed upon and liquidated, the DOC would be entitled to receive,
on a pari-passu basis with other first position creditors, the portion of the current fair market value of the
property that is equal to the DOC's percentage of contribution to the project costs. For example, if the DOC
had contributed 50% of the project costs, the DOC would receive, on a pari-passu basis, 50% of the current
fair market value of the property when liquidated. NTIA will address the notice requirement for
encumbrances in future guidance.
29. Basis for Establishing Real Property Values forAcquisitions of
Real Property Performance Measures
When the Grant is used to fund the acquisition of real property, the value of the real property eligible for
reimbursement under this Grant shall be established as follows:
A. Subrecipient purchases of real property from an independent third-party seller shall be evidenced
by a current appraisal prepared by a licensed Washington State commercial real estate appraiser
or a current property tax statement.
B. Subrecipient purchases of real property from a subsidiary organization, such as an affiliated LLC,
shall be evidenced by a current appraisal prepared by a licensed Washington State commercial
real estate appraiser or the prior purchase price of the property plus holding costs, whichever is
less.
30. Recordation of the Federal Interest in BEAD-Funded Property
A. Useful Life and Compliance with 2 CFR 200.311,200.313. For the purposes of this award, the
useful life of the real property or equipment acquired or improved using BEAD funds (inclusive of
both Federalfunds and non-Federal matching funds) shall coincide with the Federal lnterest Period
as defined in Term 31 below. During the useful life of the BEAD-funded property, the Subgrantee
must adhere to the requirements contained in the terms and conditions of the award, including
adherence to the use, management, and disposition requirements set forth in 2 CFR 200.311 or
200.313, as applicable. NT|Awill provide additional information concerning the review and approval
process for transactions involving BEAD-funded real property and equipment in subsequent
guidance.
B. To document the Federal interest in BEAD-funded real property, the Subgrantee must prepare and
properly record a "Covenant of Purpose, Use and Ownership" (Covenant). The Covenant differs
from a traditional mortgage lien in that it does not establish a traditional creditor relationship
requiring the periodic repayment of principal and interest to NTIA. Rather, pursuant to the
Covenant, the Subgrantee acknowledges that it holds title to the BEAD-funded property in trust for
the public purposes of the BEAD financial assistance award and agrees, among other
commitments, that it will repay the Federal interest if it disposes of or alienates an interest in the
BEAD-funded property, or uses it in a manner inconsistent with the public purposes of the BEAD
award, during the useful life of the BEAD-funded property. The Covenant must be properly recorded
in the real property records in the jurisdiction in which the real property is located in order to provide
public record notice to interested parties that there are certain restrictions on the use and
disposition of the BEAD-funded property during its useful life and that NTIA retains an undivided
equitable reversionary interest in the BEAD-funded property during the Federal lnterest Period.
NTIA will provide a suggested sample form to use for the Covenant to record notice of the Federal
interest in real property.
Page 18 of 44
C. UCC-1 Filing &Attorney's Certification. Pursuant to 2 CFR S 200.316, after acquiring all or any
portion of the equipment under this award, the Subgrantee shall properly file a UCC-'1 with the
appropriate State office where the equipment will be located in accordance with the State's Uniform
Commercial Code (UCC). This security interest shall be executed in advance of any sale or lease
and not later than closeout of the subgrant, as applicable. The UCC filing(s) must include the below
or substantively similar language providing public notice of the Federal interest in the equipment
acquired with BEAD funding. Also, a clear and accurate inventory of the subject equipment must
be attached to and filed with the UCC-1.
The UCC filing must include the below or substantively similar language:
The Equipment set fofth at Attachment A hereto was acquired with funding under a financial
assr.sfance award (Award Number) r'ssued by the National lnstitute of Standards and Technology,
tJ.S. Department of Commerce. As such, the U.S. Department of Commerce retains an undivided
equitabte reversionary interest (Federal interest) in the Equipment for [inseft number] years after
the end of the year in which the awardis c/osed out in accordance with 2 CFR 200.344.
ln addition, during the estimated useful life of the [type of equipment, e.g. robotic equipment], the
Subgrantee is hereby authorized and directed by the Grants Officer to timely file any necessary UCC-3
continuation statements (or other filings) for the subject equipment consistent with the requirements set
forth in this specific award condition. Copies of all filed UCC continuation statements, together with an
Attorney's Certification, must be submitted to the Commerce Representative identified on the Face Sheet
within 15 calendar days following each such filing. The UCC filing(s) and the accompanying Attorney's
Certification(s) must be acceptable in form and in substance to NTIA and the National lnstitute of Standards
and Technology (NIST) Grants Officer.
31. Federal lnterest Period
BEAD-Funded Broadband lnfrastructure Projects: The Federal interest in all real property or equipment
acquired or improved as part of a subgrant for which the major purpose is a broadband infrastructure project
will continue for ten years after the year in which that subgrant has been closed out in accordance with 2
CFR 200.344. This Federal interest shall apply regardless of whether the asset is acquired or improved
with Federal funds or non-Federal matching funds. For example, for all subgrants closed out in 2027,
regardless of the month, the Federal interest will last until December 31,2037. The Federal interest
described herein applies to BEAD subgrants for which the major purpose of the subgrant, as defined in
Term 45, is a broadband infrastructure project(s).
The Grants Officer, in consultation with the Program Office, shall determine the Federal lnterest Period for
real property or equipment that will be acquired or improved using BEAD funds (inclusive of both Federal
funds and non-Federal matching funds) and not captured in provision (a) of this Term. NT|Awill issue further
implementation guidance regarding the Federal lnterest Period for these BEAD assets.
Per the BEAD Restructuring Policy Notice, NTIA will not take a Federal interest in equipment or property
acquired or improved with a LEO Capacity Subgrant. Additionally, the consumer and taxpayer protections
set forth in the NOFO apply to the recipients of such subgrants for the duration of the LEO Capacity
Subgrant ten-year Federal interest period.
32. Program Income
ln the case of subgrants whose major purpose is a broadband infrastructure project, Subgrantees may
retain program income without restriction, including retaining program income for profit. This exception does
Page 19 of 44
not alter the Subgrantee to charge a profit, fee, or other incremental charge above the actual cost incurred
by the Subgrantee. See NTIA BEAD NOFO V.H.2.b.
33. Ensuring Timely and Effective Deployment of BEAD Projects
The Grantee, and any agency, instrumentality, or subdivision thereof, agrees not to enforce any law,
regulation, executive order, contracting requirement, or other enforceable obligation that directly or
indirectly regulates in any way the rates, terms, and conditions of broadband internet service, whether on
a retail, wholesale, or network basis, or imposes net neutrality rules, open access, or other utility-style
rules on broadband internet service, against the Subgrantee or its affiliates anywhere it provides service
within the Grantee's jurisdiction, while that Subgrantee has any subgrant that is still within its period of
performance, extended period of performance, or federal interest period. For purposes of this provision, a
"net neutrality rule" is any law, order, contracting requirement, or other enforceable obligation by the
Grantee that prohibits internet service providers from, among other things, blocking content, throttling
speeds, imposing data caps, or engaging in paid prioritization, or that imposes a general conduct or
similar standard upon internet service providers.
34. Additional Transparency Requirements for Government-
Owned Networks (GON) to Ensure Financial Transparency
and the Managerial Capacity of GON Subgrantees
The following requirements apply to any and all GON's. COMMERCE understands "municipally-owned
or partially municipally owned Subgrantees (government owned networks or "GONs")" to mean
networks owned or partially owned by local government entities that are instrumentalities of the State
of Washington, and to exclude federally recognized sovereign Tribes and instrumentalities owned or
partially owned by such Tribes or Tribal governmental entities.
A. Measures to Ensure the Financial and Managerial Capacity of GON Subgrantees (Financial and
Managerial Capacity Terms)
Before the Grantee releases BEAD funds to any GON Subgrantee that is a municipality, such a
Subgrantee must:
1. establish a broadband affiliate that is financially and operationally separate from the electric
utility or any other public utility;
2. establish an independent account for the municipality's operations of BEAD-supported
broadband service;
3. establish strict accounting measures to ensure market-based transactions between the
municipality, and any of its utilities or affiliate(s); and submit and comply with a public cost
allocation manual;
4. establish internal policies for inter-departmental or inter-utility loans that include interest rate
and repayment terms; and
Page2O ot 44
5. certify to the Grantee that it will abide by these Financial and Managerial Capacity Terms and the
Financial Transparency Terms (below) throughout the BEAD period of performance and
prominently post such certification on a publicly-available website.
B. Measures to lmprove Financial Reporting Transparency of GON Recipients (Financial
Transparency Terms)
Additionally, beginning in 2026 (or the year in which the Grantee and Subgrantee enter into an
agreement) and on an annual basis thereafter, prominently post on a publicly-available website:
L annual financial statements, including an income statement, cash flow statement, and
balance sheet, audited by a third party;
2. all matters material to the issuance of any bonds used to fund BEAD networks (e.9., debt
service delinquencies and defaults, non-payment covenant defaults, unscheduled reserve
fund draws, adverse tax opinions, credit rating changes, bond calls, tender offers, and
private debt placements) ;
3. any and all terms and conditions related to inter-departmental or inter-utility loans to fund
the BEAD networks;
4. the number of, and positions of, any GONs employees who perform work for a municipality
unrelated to broadband service;
5. all state- or municipally-sourced fees, taxes, or other financial contributions, whether pre-
existing or subsequently established, directed to support the BEAD-funded network; and;
6. any in-kind contributions made by the municipality and the source of such contributions (any
utility, affiliate(s) or otherwise) to support the CUD/PUD's work to deploy BEADJunded
networks.
35. Order of Precedence
ln the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence
in the following order:
o Applicable federal and state of Washington statutes and regulations
. SpecialTerms and Conditions
. General Terms and Conditions
. The US Department of Commerce Standard Terms and Conditions
Washinoton State Broadba nd Ctffice BEAD Handbook
Attachment A - Scope of Work
Attachment B - Certification of the Availability of funds to Complete the Project
Attachment C - Certification of the Payment and Reporting of Prevailing Wages
Attachment D - List of Broadband Service Locations by project area
Attachment E - Letter of Credit or Performance Bond
Attachment F - Certification to Requirement 51: Protecting the BEAD Program from Defaults
Attachment G - NEPA Process and Documentation Certification
Attachment H - Government Owned Network (GON)Certification
a
a
a
a
a
a
a
a
a
Page 21 ot 44
General Terms and Conditions
1 . Definitions
As used throughout this Contract, the following terms shall have the meaning set forth below:
"Authorized Representative" shall mean the Director and/or the designee authorized in writing to
act on the Director's behalf.
b. "COMMERCE' or "Department" shall mean the Washington Department of Commerce.
c. "Contract" or "Agreement" or "Grant" means the entire written agreement between COMMERCE
and the Subrecipient, including any Exhibits, documents, or materials incorporated by reference.
E-mail or Facsimile transmission of a signed copy of this contract shall be the same as delivery of
an original.
d. "Subrecipient" or "subgrantee" shall mean the entity identified on the face sheet performing
service(s) under this Contract, and shall include all employees and agents of the Subrecipient.
"Modified Total Direct Costs" (MTDC) shall mean all direct salaries and wages, applicable fringe
benefits, materials and supplies, services, travel, and up to the first $50,000 of each subaward
(regardless of the period of performance of the subawards under the award). MTDC excludes
equipment, capital expenditures, charges for patient care, rentalcosts, tuition remission,
scholarships and fellowships, participant support costs, and the portion of each subaward in
excess of $50,000.
f. "Personal lnformation" shall mean information identifiable to any person, including, but not limited
to, information that relates to a person's name, health, finances, education, business, use or
receipt of governmental services or other activities, addresses, telephone numbers, social
security numbers, driver license numbers, other identifying numbers, and any financial identifiers,
and "Protected Health lnformation" under the federal Health lnsurance Portability and
AccountabilityAct of 1996 (HIPAA)
g. "State" shall mean the state of Washington.
h. "subaward" shall mean an award provided by a pass-through entity to a subrecipient for the
subrecipient to carry out part of a Federal award received by the pass-through entity. lt does not
include payments to a Subrecipient or payments to an individual that is a beneficiary of a Federal
program. A subaward may be provided through any form of legal agreement, including an
agreement that the passthrough entity considers a contract.
i. "Subcontractor" shall mean one not in the employment of the Subrecipient, who is performing all
or part of those services under this Contract under a separate contract with the Subrecipient. The
terms "subcontractor" and "subcontractors" mean subcontracto(s) in any tier'
j. "subrecipient" shall mean a non-Federal entity that receives a subaward from a passthrough
entity to carry out part of a Federal program; but does not include an individual that is a beneficiary
of such program. A subrecipient may also be a recipient of other Federal awards directly from
a Federal awarding agency.
a
Page22of 44
2. Administrative Cost Allocation
Administrative costs that may be allowed as set forth in the Special Terms and Conditions. Administrative
services shared by other programs shall be assigned to this Contract based on an allocation plan that
reflects allowable administrative costs that support services provided under each Contract administered by
the Subrecipient. An approved current federal indirect cost rate may be applied up to the maximum
admin istrative budget allowed.
3. Allowable Costs
Costs allowable under this Contract are actual expenditures according to an approved budget up to the
maximum amount stated on the ContractAward orAmendment Face Sheet.
4. All Writings Contained Herein
This Contract contains all the terms and conditions agreed upon by the parties. No other understandings,
oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of
the parties hereto.
5. Amendments
This Contract may be amended by mutual agreement of the parties. Such amendments shall not be binding
unless they are in writing and signed by personnel authorized to bind each of the parties.
6. Americans With Disabilities Act (ADA) of 1990, Public Law 101'
336, Also Referred to as the "AD A" 28 CFR Part 35
The Subrecipient must comply with the ADA, which provides comprehensive civil rights protection to
individuals with disabilities in the areas of employment, public accommodations, state and localgovernment
services, and telecommunications.
7. Approval
This Contract shall be subject to the written approval of COMMERCE's Authorized Representative and shall
not be binding until so approved. The Contract may be altered, amended, or waived only by a written
amendment executed by both parties.
8. Assignment
Neither this Contract, nor any claim arising under this Contract, shall be transferred or assigned by the
Subrecipient without prior written consent of COMMERCE.
Page23 of 44
9. Attorney's Fees
Unless expressly permitted under another provision of the Contract, in the event of litigation or other action
brought to enforce Contract terms, each party agrees to bear its own attorneys'fees and costs.
10. Audit
lf the Subrecipient expends $1,000,000 or more in federal awards as a Subrecipient from any and all
sources in a fiscal year, the Subrecipient shall procure and pay for a single audit or a program-specific audit
for that fiscal year in accordance with 2 CFR 200 Subpart F. ln accordance with BEAD General Terms and
Conditions 38, for-profit Subrecipients expending $1,000,000 or more in federal awards in a fiscalyear must
submit either: (i) a financial related audit of each subgrant in accordance with Generally Accepted
Government Auditing Standards; or (ii) program-specific audit for each subgrant in accordance with the
requirements of 2 CFR 200.507
Upon completion of each audit:
r lf non-profit, Subrecipient shall send to the FederalAudit Clearinqhouse.
o lf for-profit, Subrecipient shall submit all audit documentation to COMMERCE.
o lf the Subrecipient expends less than $1,000,000 in federal awards as a Subrecipient from any and
all sources in a fiscal year, whether non-profit or for-profit, the Subrecipient shall notify
COMMERCE they did not meet the audit requirement threshold.
1'1 . Certification Regarding Debarment, Suspension or Ineligibility
and Voluntary Exclusion- Primary and Lower Tier Covered
Transactions
Subrecipient, defined as the primary participant and its principals, certifies by signing these GeneralTerms
and Conditions that to the best of its knowledge and belief that they:
a. Are not presently debarred, suspended, proposed for debarment, and declared ineligible, or
voluntarily excluded from covered transactions by any federal department or agency.
b. 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;
c. 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 (1Xb) of
federal Executive Order 12549; and
d. 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.
Where the Subrecipient is unable to certify to any of the statements in this Contract, the Subrecipient shall
attach an explanation to this Contract.
The Subrecipient 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.
Page24of 44
The Subrecipient further agrees by signing this Contract that it will include the clause titled "Certification
Regarding Debarment, Suspension, lneligibility 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:
a. LOWER TIER COVERED TRANSACTIONS
The lower tier Subrecipient 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.
Where the lower tier Subrecipient is unable to certify to any of the statements in this Contract, such
contractor shall attach an explanation to this Contract.
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.
12. Code Requirements
All construction and rehabilitation projects must satisfy the requirements of applicable local, state, and
federal building, mechanical, plumbing, fire, energy and barrier-free codes. Compliance with theAmericans
with Disabilities Act of 1990 28 C.F.R. Part 35 will be required, as specified by the local building Department.
1 3. Confidentiality/Safeguarding of Information
a. "Confidential lnformation" as used in this section includes
All material provided to the Subrecipient by COMMERCE that is designated as
"confidential" by COMMERCE;
lt All material produced by the Subrecipient that is designated as "confidential" by
COMMERCE; and
All personal information in the possession of the Subrecipient that may not be disclosed
under state or federal law
b. The Subrecipient shallcomply with all state and federal laws related to the use, sharing, transfer,
sale, or disclosure of Confidential lnformation. The Subrecipient shall use Confidential lnformation
solely for the purposes of this Contract and shall not use, share, transfer, sell or disclose any
Confidential lnformation to any third party except with the prior written consent of COMMERCE or
as may be required by law. The Subrecipient shalltake all necessary steps to assure that
Confidential lnformation is safeguarded to prevent unauthorized use, sharing, transfer, sale or
disclosure of Confidential lnformation or violation of any state or federal laws related thereto.
Upon request, the Subrecipient shall provide COMMERCE with its policies and procedures on
confidentiality. COMMERCE may require changes to such policies and procedures as they apply
to this Contract whenever COMMERCE reasonably determines that changes are necessary to
prevent unauthorized disclosures. The Subrecipient shall make the changes within the time
period specified by COMMERCE. Upon request, the Subrecipient shall immediately return to
Page 25 of 44
COMMERCE any Confidential lnformation that COMMERCE reasonably determines has not
been adequately protected by the Subrecipient against unauthorized disclosure.
Unauthorized Use or Disclosure. The Subrecipient 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.
14. Conformance
lf any provision of this contract violates any statute or rule of law of the state of Washington, it is considered
modified to conform to that statute or rule of law.
'15. Conflict of Interest
Subrecipient 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.
Subrecipient must comply with the following minimum requirements:
No employee, officer, or agent may participate in the selection, award, or administration of a contract 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
Subrecipient 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, Subrecipient may set standards
for situations in which the frnancial 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 Subrecipient.
lf the Subrecipient has a parent, affiliate, or subsidiary organization that is not a state, local government, or
federally recognized tribe, the Subrecipient 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, or subsidiary organization, the Subrecipient is unable or appears to be
unable to be impartial in conducting a procurement action involving a related organization.
1 6. Copyright Provisions
Unless otherwise provided, all Materials produced under this Contract shall be considered "works for hire"
as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be
considered the author of such Materials. ln the event the Materials are not considered "works for hire" under
the U.S. Copyright laws, the Subrecipient hereby irrevocably assigns all right, title, and interest in all
Materials, including all intellectual property rights, moral rights, and rights of publicity to COMMERCE
effective from the moment of creation of such Materials.
"Materials" means all items in any format and includes, but is not limited to, data, reports, documents,
pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or
sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability to transfer
these rights.
For Materials that are delivered under the Contract, but that incorporate pre-existing materials not produced
under the Contract, the Subrecipient 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 Subrecipient warrants and represents
Page26 of 44
c
that the Subrecipient has all rights and permissions, including intellectual property rights, moral rights and
rights of publicity, necessary to grant such a license to COMMERCE.
The Subrecipient shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials
furnished under this Contract, of all known or potential invasions of privacy contained therein and of any
portion of such document which was not produced in the performance of this Contract. The Subrecipient
shall provide COMMERCE with prompt written notice of each notice or claim of infringement received by
the Subrecipient with respect to any Materials delivered under this Contract. COMMERCE shall have the
right to modify or remove any restrictive markings placed upon the Materials by the Subrecipient.
17. Disallowed Costs
The Subrecipient is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its Subcontractors.
18. Disputes
Except as othenrvise provided in this Contract, when a dispute arises between the parties and it cannot be
resolved by direct negotiation, either party may request a dispute hearing with the Director of COMMERCE,
who may designate a neutral person to decide the dispute.
a. The request for a dispute hearing must:
b. be in writing;
c. state the disputed issues;
d. state the relative positions of the parties;
e. state the Subrecipient's name, address, and Contract number; and
f. be mailed to the Director and the other party's (respondent's) Contract Representative within three
(3) working days after the parties agree that they cannot resolve the dispute.
i. 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.
ii. 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.
iii. The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding.
iv. The parties agree that this dispute process shall precede any action in a judicial or quasi-
judicial tribunal.
v. Nothing in this Contract shall be construed to limit the parties' choice of a mutually
acceptable alternate dispute resolution (ADR) method in addition to the dispute hearing
procedure outlined above.
19. Duplicate Payment
The Subrecipient certifies that work to be performed under this contract does not duplicate any work to be
charged against any other contract, subcontract, or other source.
20. Governing Law and Venue
This Contract shall be construed and interpreted in accordance with the laws of the state of Washington,
and the venue of any action brought hereunder shall be in the Superior Court for Thurston County.
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21. lndemnification
To the fullest extent permitted by law, the Subrecipient shall indemnify, defend, and hold harmless the state
of Washington, COMMERCE, agencies of the state and all officials, agents and employees of the state,
from and against all claims for injuries or death arising out of or resulting from the performance of the
contract. "Claim" as used in this contract, means any financial loss, claim, suit, action, damage, or expense,
including but not limited to attorney's fees, attributable for bodily injury, sickness, disease, or death, or injury
to or the destruction of tangible property including loss of use resulting therefrom.
The Subrecipient's obligation to indemnify, defend, and hold harmless includes any claim by Subrecipient's
agents, employees, representatives, or any subcontractor or its employees.
The Subrecipient's obligation shall not include such claims that may be caused by the sole negligence of
the State and its agencies, officials, agents, and employees. lf the claims or damages are caused by or
result from the concurrent negligence of (a) the State, its agents or employees and (b) the Subrecipient, its
subcontractors, agents, or employees, this indemnity provision shall be valid and enforceable only to the
extent of the negligence of the Subrecipient or its subcontractors, agents, or employees.
The Subrecipient 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.
22. lndependent Capacity of the Subrecipient
The parties intend that an independent Subrecipient relationship will be created by this Contract, The
Subrecipient and its employees or agents performing under this Contract are not employees or agents of
the state of Washington or COMMERCE. The Subrecipient 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 Subrecipient 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 Subrecipient.
23. lndustrial lnsurance Coverage
The Subrecipient shall comply with all applicable provisions of Title 51 RCW lndustrial lnsurance. lf the
Subrecipient 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 Subrecipient the full amount
payable to the lndustrial lnsurance Accident Fund. COMMERCE may deduct the amount owed by the
Subreciprent to the accident fund from the amount payable to the Subrecipient by COMMERCE under this
Contract and transmit the deducted amount to the Department of Labor and lndustries (L&l) Division of
lnsurance Services. This provision does not waive any of L&l's rights to collect from the Subrecipient.
24. Laws
The Subrecipient shall comply with all applicable laws, ordinances, codes, regulations and policies of local,
state, and federal governments, as now or hereafter amended.
25. Licensing, Accreditation and Registration
The Subrecipient shall comply with all applicable local, state, and federal licensing, accreditation and
registration requirements or standards necessary for the performance of this Contract.
PagezB of 44
26. Limitation of Authority
Only the Authorized Representative or Authorized Representative's designee by writing (designation to be
made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive
any clause or condition of this Contract.
27. Local Public Transportation Coordination
Where applicable, Subrecipient shall participate in local public transportation forums and implement
strategies designed to ensure access to services.
28. Nondiscrimination
a.Nondiscrimination Requirement. During the performance of this Agreement, the Subrecipient,
including any subcontractor, shall comply with all federal, state, and local nondiscrimination laws,
regulations and policies, this shall include but not be limited to the following: SUBRECIPIENT,
including any subcontractor, shall not discriminate on the bases enumerated at RCW49.60.530(3).
ln addition, SUBRECIPIENT, including any subcontractor, shall give written notice of this
nondiscrimination requirement to any labor organizations with which SUBRECIPIENT, or
subcontractor, has a collective bargaining or other agreement.
b.
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.
Obligation to Cooperate. SUBRECIPIENT, including any subcontractor, shall cooperate and
comply with any Washington state agency investigation regarding any allegation that
SUBRECIPIENT, including any subcontractor, has engaged in discrimination prohibited by this
Agreement pursuant to RCW 49.60.530(3).
Default. Notwithstanding any provision to the contrary, COMMERCE may suspend
SUBRECIPIENT, including any subcontractor, upon notice of a failure to participate and cooperate
with any state agency investigation into alleged discrimination prohibited by this Contract, pursuant
to RCW 49.60.530(3). Any such suspension will remain in place until COMMERCE receives
notification that SUBRECIPIENT, including any subcontractor, is cooperating with the investigating
state agency. ln the event SUBRECIPIENT, or subcontractor, is determined to have engaged in
discrimination identified at RCW 49.60.530(3), COMMERCE may terminate this Agreement in
whole or in part, and SUBRECIPIENT, subcontractor, or both, may be referred for debarment as
provided in RCW 39.26.200. SUBRECIPIENT 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.
Remedies for Breach. Notwithstanding any provision to the contrary, in the event of Agreement
termination or suspension for engaging in discrimination, SUBRECIPIENT, 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.9., cost of the competitive bidding, mailing,
advertising and staff time , which damages are distinct from any penalties imposed under Chapter
49.60, RCW. SUBRECIPIENT may also be required to repay grant funds pursuant to Section 37
(Recapture) of the General Terms & Conditions if the Agreement is terminated based on a violation
of the nondiscrimination requirement. COMMERCE shall have the right to deduct from any monies
Page29 of 44
c
d
due to SUBRECIPIENT or subcontractor, or that thereafter become due, an amount for damages
SUBRECIPIENT or subcontractor will owe COMMERCE for default under this provision.
29. Notification of Tenant Rights/Responsibilities
The Subrecipient shall provide all tenants, if any, with information outlining tenant rights and responsibilities
under the Washington State Landlord Tenant laws, Title 59, Revised Code of Washington.
The Subrecipient shall also provide all occupants of property acquired with U.S. Department of Housing
and Urban Development (HUD) funds notice regarding their eligibility for relocation assistance. Such
notices will be provided as required by the Uniform Relocation Assistance and Real Property Acquisition
Act of 1970, as amended and referenced in 49 CFR part 24 and Section 104(d) of the Housing and
Community Development Act of 1974, as amended and referenced in 24 CFR 570 and noted in HUD's
Handbook No. 1378. Notifications will include but not be limited to:
. General lnformation Notice
. NoticeofDisplacemenVNon-Displacement
30. Pay Equity
The Subrecipient agrees to ensure that "similarly employed" individuals in its workforce are compensated
as equals, consistent with the following:
a. Employees are "similaily employed" if the individuals work for the same employer, the performance
of the job requires similar skill, effort, and responsibility, and the jobs are performed under similar
working conditions. Job titles alone are not determinative of whether employees are similarly
employed;
b. Subrecipient may allow differentials in compensation for its workers if the differentials are based
in good faith and on any of the following:
i. A seniority system; a merit system; a system that measures earnings by quantity or
quality of production; a bona fide job-related factor or factors; or a bona fide regional
difference in compensation levels.
ii. A bona fide job-related factor or factors may include, but not be limited to, education,
training, or experience that is: Consistent with business necessity; not based on or
derived from a gender-based differential; and accounts for the entire differential.
iii. A bona fide regional difference in compensation level must be: Consistent with business
necessity; not based on or derived from a gender-based differential; and account for the
entire differential.
This Contract may be terminated by the Department, if the Department or the Department of Enterprise
Services determines that the Subrecipient is not in compliance with this provision.
31 . Political Activities
Political activity of Subrecipient's employees and officers are limited by the State Campaign Finances and
Lobbying provisions of Chapter 42.17 A RCW and the Federal Hatch Act, 5 USC 1 501 - 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.
Page 30 of 44
32. Prevailing Wage Law
The Subrecipient certifies that all contractors and subcontractors performing work on the Project shall
comply with state Prevailing Wages on Public Works, Chapter 39.12 RCW as applicable to the Pro.lect
funded by this contract, including but not limited to the filing of the "Statement of lntent to Pay Prevailing
Wages" and "Affidavit of Wages Paid" as required by RCW 39.12.040. The Subrecipient shall maintain
records sufficient to evidence compliance with Chapter 39.12 RCW and shall make such records available
for COMMERCE's review upon request.
33. Procurement Standards for Federally Funded Programs
All Subrecipients must establish procurement policies and procedures in accordance with 2 CFR Part 200,
for all purchases funded by this Contract.
The Subrecipient's procurement system should include at least the following:
. 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.
. Procedures that ensure all procurement transactions shall be conducted in a manner to provide, to
the maximum extent practical, open and free competition.
. Minimum procedural requirements, as follows:
i. Follow a procedure to assure the avoidance of purchasing unnecessary or duplicative
items.
ii. Solicitations shall be based upon a clear and accurate description of the technical
requirements of the procured items.
iii. Positive efforts shall be made to use small and minority-owned businesses.
iv. The type of procuring instrument (fixed price, cost reimbursement) shall be determined by
the Subrecipient, but must be appropriate for the particular procurement and for promoting
the best interest of the program involved.
v. Contracts shall be made only with reasonable subcontractors who possess the potential
ability to perform successfully under the terms and conditions of the proposed
procurement.
vi. Some form of price or cost analysis should be performed in connection with every
procurement action.
vii. Procurement records and files for purchases shall include all of the following:
viii. Subrecipient selection or rejection.
ix. The basis for the cost or price.
x. Justification for lack of competitive bids if offers are not obtained.
. A system for contract administration to ensure Subrecipient conformance with terms, conditions
and specifications of this Contract, and to ensure adequate and timely follow-up of all purchases.
Subrecipient and 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.
34. Prohibition Against Payment of Bonus or Commission
The funds provided under this Contract shall not be used in payment of any bonus or commission for the
purpose of obtaining approval of the application for such funds or any other approval or concurrence under
Page31 ot 44
this Contract provided, however, that reasonable fees or bona fide technical consultant, managerial, or
other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as project
costs.
35. Publicity
The Subrecipient agrees not to publish or use any advedising 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.
36. Recapture
ln the event that the Subrecipient fails to perform this Contract in accordance with state laws, federal laws,
and/or the provisions of this Contract, COMMERCE reserves the right to recapture funds in an amount to
compensate COMMERCE for the noncompliance in addition to any other remedies available at law or in
equity.
Repayment by the Subrecipient of funds under this recapture provision shall occur within the time period
specified by COMMERCE. ln the alternative, COMMERCE may recapture such funds from payments due
under this Contract.
37. Records Maintenance
The Subrecipient shall maintain books, records, documents, data and other evidence relating to this
Contract and performance of the services described herein, including but not limited to accounting
procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature
expended in the performance of this Contract.
The Subrecipient shall retain such records for a period of six years following the date of final payment. At
no additional cost, these records, including materials generated under the Contract, shall be subject at all
reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by
COMMERCE, the Office of the StateAuditor, and federaland state officials so authorized by law, regulation
or agreement.
lf any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be
retained until all litigation, claims, or audit findings involving the records have been resolved.
38. Registration With Department of Revenue
lf required by law, the Subrecipient shall complete registration with the Washington State Department of
Revenue.
39. Right of lnspection
At no additional cost all records relating to the Subrecipient's performance under this Contract shall be
subject at all reasonable times to inspection, review, and audit by COMMERCE, the Office of the State
Auditol and federal and state officials so authorized by law, in order to monitor and evaluate performance,
Page 32 of 44
compliance, and quality assurance under this Contract. The Subrecipient shall provide access to its facilities
for this purpose.
40. Savings
ln the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after
the effective date of this Contract and prior to normal completion, COMMERCE may terminate the Contract
under the "Termination for Convenience" clause, without the ten business day notice requirement. ln lieu of
termination, the Contract may be amended to reflect the new funding limitations and conditions.
41 . Severability
The provisions of this Contract are intended to be severable. lf any term or provision is illegal or invalid for
any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the
Contract,
42. Site Security
While on COMMERCE premises, Subrecipient, its agents, employees, or subcontractors shall conform in
all respects with physical, fire or other security policies or regulations.
43. Subcontracting
The Subrecipient may only subcontract work contemplated under this Contract if it obtains the prior written
approval of COMMERCE.
lf COMMERCE approves subcontracting, the Subrecipient shall maintain written procedures related to
subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause,
COMMERCE in writing may: (a) require the Subrecipient to amend its subcontracting procedures as they
relate to this Contract; (b) prohibit the Subrecipient from subcontracting with a particular person or entity;
or (c) require the Subrecipient to rescind or amend a subcontract.
Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The
Subrecipient is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or
condition of this Contract. The Subrecipient shall appropriately monitor the activities of the Subcontractor
to assure fiscal conditions of this Contract. ln no event shall the existence of a subcontract operate to
release or reduce the liability of the Subrecipient to COMMERCE for any breach in the performance of the
Subrecipient's duties.
Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for
claims or damages arising from a Subcontractor's performance of the subcontract.
44. Survival
The terms, conditions, and warranties contained in this Contract that by their sense and context are
intended to survive the completion of the performance, cancellation or termination of this Contract shall so
survive.
Page 33 of 44
45. Taxes
All payments accrued on account of payroll taxes, unemployment contributions, the Subrecipient's income
or gross receipts, any other taxes, insurance or expenses for the Subrecipient or its staff shall be the sole
responsibility of the Subrecipient.
46. Termination for Cause
ln the event COMMERCE determines the Subrecipient has failed to comply with the conditrons of this
Contract in a timely manner, COMMERCE has the right to suspend or terminate this contract. Before
suspending or terminating the Contract, COMMERCE shall notify the Subrecipient in writing of the need to
take corrective action. lf corrective action is not taken within 30 calendar days, the Contract may be
terminated or suspended.
ln the event of termination or suspension, the Subrecipient shall be liable for damages as authorized by law
including, but not limited to, any cost difference between the original contract and the replacement or cover
contracfand all administrative costs directly related to the replacement contract, e.9., cost of the competitive
bidding, mailing, advertising and staff time.
COMMERCE reserves the right to suspend all or part of the contract, withhold further payments, or prohibit
the Subrecipient from incurring additional obligations of funds during investigation of the alleged compliance
breach and pending corrective action by the Subrecipient or a decision by COMMERCE to terminate the
Contract. A termination shall be deemed a "Termination for Convenience" if it is determined that the
Subrecipient: (1) was not in default; or (2) failure to perform was outside of his or her control, fault or
negligence.
The rights and remedies of COMMERCE provided in this Contract are not exclusive and are, in addition to
any other rights and remedies, provided by law
47. Termination for Convenience
Except as otheruvise provided in this Contract, COMMERCE may, by ten (10) business days written notice,
beginning on the second day after the mailing, terminate this Contract, in whole or in part. lf this Contract
is Jo terminated, COMMERCE shall be liable only for payment required under the terms of this Contract for
services rendered or goods delivered prior to the effective date of termination.
48. Termination Procedures
Upon termination of this Contract, COMMERCE, in addition to any other rights provided in this Contract,
may require the Subrecipient to deliver to COMMERCE any property specifically produced or acquired for
the'performance of such part of this Contract as has been terminated. The provisions of the "Treatment of
Assets" clause shall apply in such property transfer.
COMMERCE shall pay to the Subrecipient the agreed upon price, if separately stated, for completed work
and services accepted by COMMERCE, and the amount agreed upon by the Subrecipient and
COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially
completed work and services, (iii) other property or services that are accepted by COMMERCE, and (iv)
the protection and preservation of property, unless the termination is for default, in which case the
Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree with
such determination shall be a dispute within the meaning of the "Disputes" clause of this Contract.
COMMERCE may withhold from any amounts due the Subrecipient such sum as the Authorized
Representative determines to be necessary to protect COMMERCE against potential loss or liability.
Page 34 ot 44
The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in addition
to any other rights and remedies provided by law or under this contract.
Afier receipt of a notice of termination, and except as othenryise directed by the Authorized Representative,
the Subrecipient shall:
a. Stop work under the Contract on the date, and to the extent specified, in the notice;
Place no further orders or subcontracts for materials, services, or facilities except as may be
necessary for completion of such portion of the work under the Contract that is not terminated;
b. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized
Representative, all of the rights, title, and interest of the Subrecipient under the orders and
subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to settle or
pay any or all claims arising out of the termination of such orders and subcontracts;
c. Settle all outstanding liabilities and all claims arising out of such termination of orders and
subcontracts, with the approval or ratification of the Authorized Representative to the extent the
Authorized Representative may require, which approval or ratification shall be final for all the
purposes of this clause;
d. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed
by the Authorized Representative any property which, if the Contract had been completed, would
have been required to be furnished to COMMERCE;
e. Complete performance of such part of the work as shall not have been terminated by the
Authorized Representative; and
Take such action as may be necessary, or as the Authorized Representative may direct, for the
protection and preservation of the property related tothis Contract, which is in the possession of
the Subrecipient and in which COMMERCE has or may acquire an interest.
49. Treatment of Assets
Title to all property furnished by COMMERCE shall remain in COMMERCE. Any property of COMMERCE
furnished to the Subrecipient shall, unless otherwise provided herein or approved by COMMERCE, be used
only for the performance of this Contract.
a. The Subrecipient shall be responsible for any loss or damage to property of COMMERCE that
results from the negligence of the Subrecipient or which results from the failure on the part of the
Subrecipient to maintain and administer that property in accordance with sound management
practices.
b. lf any COMMERCE property is lost, destroyed or damaged, the Subrecipient shall immediately
notify COMMERCE and shall take all reasonable steps to protect the property from further
damage.
c. The Subrecipient shall surrender to COMMERCE all property of COMMERCE prior to settlement
upon completion, termination or cancellation of this Contract.
Page 35 of 44
All references to the Subrecipient under this clause shall also include Subrecipient's employees, agents
or Subcontractors.
50. Waiver
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach.
Any waiver shall not be construed to be a modification of the terms of this Contract unless stated to be such
in writing and signed by Authorized Representative of COMMERCE.
51. Work Hours and Safety Standards
The Contract Work Hours and Safety StandardsAct (40 U.S.C. 327-333) Where applicable, all contracts
awarded by recipients in excess of $100,000 for construction and other purposes that involve the
employment of mechanics or laborers must include a provision for compliance with Section 102 and 107 of
the Contract Work Hours Safety StandardsAct (40 U.S.C. 327-333), as supplemented by Department of
Labor regulations (29 CFR part 5). Under Section 102 of the Act, each subcontractor is required to compute
the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess
of the standard work week is permissible provided that the worker is compensated at a rate of not less than
1 lztimes the basic rate of pay for all hours worked in excess of 40 hours in the work week. Section 107 of
the Act is applicable to construction work and provides that no laborer or mechanic is required to work in
surroundings or under working conditions which are unsanitary, hazardous, or dangerous. These
requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the
open market, or contracts for transportation or transmission of intelligence.
Page 36 of 44
Attachment A: Scope of Work
Scope of Work detailed here https://deptofcommerce.box.com/v/BEADSoWKittitas is incorporated into
this contract.
CERTIFICATION PERFORMANCE MEASURE - SCOPE OF WORK
The Subrecipient, by its signature, certifies that the declaration set forth above has been reviewed and
approved by the Subrecipient's ng body as of the date and year written below.
Brett Wachsmith, Kittitas County Commissioner District 3
DATE
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t
Attachment B: Certification of the Availability of Funds to Complete the
Project
CERTIFICATION PERFORMANCE MEASURE -AVAILABILIry OF FUNDS
The Subrecipient, by its signature, certifies that project funding from sources other than those provided by
this ContractAgreement and identified above has been reviewed and approved by the Subrecipient's
governing body or board of directors, as applicable, and has either been expended for eligible Project
expenses, or is committed in writing and avaihble and will remain committed and available solely and
specifically for carrying out the purposes of this Project as described in elsewhere in this Contract
Agreement, as of the date and year written below The Subrecipient shall maintain records sufficient to
evidence that it has expended or has access to the funds needed to complete the Project and shall make
such records available for COMMERCE's review upon reasonable request.
Brett Wachsmith, Kittitas County Commissioner District 3
I
N/AFederalMatchGrant #1
N/AGrant#2
$o.oo
N/A
Total Other Grants
Loan #1
N/ALoan#2
$0.00
N/A
Total Loans
Source #1 Private Match
Total Local Revenue
Source #1 N/Aln-Kind
N/ASource #2
$0.00Total Other Funds
$32,908,343.00Total Project Funding
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Page3B ot 44
Attachment C: Certification of the Payment and Reporting of Prevailing
Wages
The Subrecipient, by its signature, certifies that all contractors and subcontractors performing work on the
Project shall comply with prevailing wage laws set forth in Chapter 39.12 RCW as applicable to the
Project funded by this Contract Agreement, including but not limited to the filing of the "Statement of lntent
to Pay Prevailing Wages" and "Affidavit of Wages Paid" as required by RCW 39.12.040. The Subrecipient
shall maintain records sufficient to evidence compliance with Chapter 39.12 RCW and shall make such
records available for COMMERCE's review upon request.
lf any state funds are used by the Subrecipient for the purpose of construction, applicable State Prevailing
Wages must be paid.
CERTIFICATION PERFORMANCE MEASURE - PREVAILING WAGES
The Subrecipient, by its signature, certifies that the declaration set forth above has been reviewed and
approved by the Subrecipient's governing body as of the date and year written below.
Brett Wachsmith, Kittitas County Commissioner District 3
5
DATE
Page 39 of 44
Attachment D: List of Broadband Service Locations in BEAD Project Area
Locations detailed here https://deptofcommerce.box.com/v/BEADLocationsKittitasCounty and CAI list
detailed here https://deptofcommerce.box.com/v/BEADCAlsKittitasCountv (if applicable) are incorporated
into this contract.
Page 4O of 44
I)
Attachment E: Letter of Credit or Performance Bond
Subgrantee shall provide WSBO the proof that they have obtained the required letter of credit or
performance bond in conformance with BEAD Programmatic rules. The bond or letter of credit shall be
maintained throughout the period of performance of the contract as required.
Letter of Credit must be received and approved by WSBO prior to execution of the subgrant contract.
Performance bonds must be received and approved by WSBO within 60 days of contract execution.
Certification of Letter of Credit or Performance Bond requirement:
Subrecipient by signature certifies that they will provide and maintain the required letter of credit or
performance bond consistent with the BEAD Programmatic rules.
Subrecipient shall maintain records and provide the necessary documentation to WSBO as stated above.
Brett Wachsmith, Kittitas County Commissioner District 3
{
DATE
Page 41 of 44
!
Attachment F: Certification to Requirement 51: Protecting the BEAD
Program from Defaults
1. Subgrantee and any of its affiliates will not require or accept any additional Federal funds to support a
BEAD project during the BEAD subgrant agreement's period of performance, extended period of
performance, or federal interest period; and
2. Subgrantee and any of its affiliates will not require or accept any additional Federal broadband service
subsidies for the project(s) and/or Broadband Serviceable Location(s) (BSL(s)) to be served by the
subgrant during the BEAD subgrant agreement's period of performance, extended period of performance,
or federal interest period, other than any such subsidies that were committed prior to the BEAD subgrant
agreement. (This includes, but is not limited to, new operating expenses for any BEAD project(s) or
BSL(s)).
I certify that the foregoing is true and correct.
Executed on ru ltstAq,
Brett Wachsmith, Kittitas County Commissioner District 3
Page 42of 44
a
Attachment G: NEPA Process and Documentation Certification
Subrecipient shalltimely provide at a minimum a project description, designs, proposed work plans,
CAD/GlS data, and any other requested materials to the WSBO retained NEPA and Historic Preservation
Services Contractor, EA Engineering. The Subgrantee must obtain any required permits and must adhere
to any applicable statutory deadlines as described in 42 U.S.C. 4336a(g).
EA Engineering shall be responsible for completing and documenting the NEPA and Historic Preservation
Services (Section 106) processes for each BEAD project area. The subgrantee must work with EA
Engineering to create a NEPA milestone schedule, which identifies estimated timelines and describes
how the Subgrantee proposes to meet these timing requirements including, as required, the completion of
consultations, the completion of NEPA and Section 106 reviews, and the submission of Environmental
Assessments (EAs) or Environmental lmpact Statements (ElSs) if needed. Subrecipients shall work with
EA Engineering to ensure these processes are completed as required prior to any ground disturbance on
each project area.
The Subgrantee will not commence implementation, and funds will not be disbursed until any necessary
environmental review is complete and NTIA has approved any necessary decision document, except for
the limited permissible activities identified in BEAD GeneralTerms and Conditions Section 13.E.
Subrecipient Gertification of NEPA and Historic Preservation Services documentation:
The subrecipient certifies that they will provide required documentation and ensure it is accurate and
complete to their knowledge.
Brett Wachsmith, Kittitas County Commissioner District 3
o1 lt; lau
DATE
Page 43 of 44
g I
Attachment H: Government Owned Network (GON) Certification
ln accordance with Special Terms and Conditions 34:Additional Transparency Requirements for
Government-Owned Networks (GON) to Ensure FinancialTransparency and the Managerial Capacity of
GON Subgrantees, Subgrantee certifies as follows:
We are a GON
We are not a GON
Brett Wachsmith, Kittitas County Commissioner District 3
s4 lt6 I A(
DATE
lf certifying as a GON, the Subgrantee shall provide proof, to WSBO's satisfaction, that the Subgrantee
has met the requirements laid out in Special Terms and Conditions 34:Additional Transparency
Requirements for Government-Owned Networks (GON) to Ensure FinancialTransparency and the
Managerial Capacity of GON Subgrantees.
This information must be provided to and approved by WSBO prior to any reimbursements being made
on your contract. The Subgrantee will update this information on an annual basis, as required by
Condition 34.
Evidence standards for GON requirements can be found in the BEAD Handbook and may be updated.
Page 44ot 44