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HomeMy WebLinkAboutAD05-419 - Original - WA State Community, Trade & Economic Development - Center for Advanced Manufacturing - 07/01/2005 AP 13 �1' Records Ma,l - g eme � KENT W,y„,„V.TQ„ - - Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed, if you have questions, please contact City Clerks Office. Vendor Name: ' {fine 0 V o(Alndm Vendor Number: JD Edwards Number Contract Number: This is assigned by Deputy City Clerk Description: Grapf to 144 c11�f J kcf)+ iD sfvdy Wsibi'% of mekCToonj Detail: Project Name: CcnTfY (jpe AAVan(Fj M4r)U (-0dQY- j Contract Effective Date: J ON 1 ) 700 S Termination Date: Mope 30, 2606 Contract Renewal Notice (Days): 30 Number of days required notice for termination or renewal or amendment Contract Manager: f qO f Ik n Department: A d mi n Abstract: S Public\RecordsManagement\Forms\ControctCover\ADCL7832 07/02 COPYCONTRACT NO. S06-76105-853 WASHINGTON STATE COMMUNITY, TRADE AND ECONOMIC DEVELOPMENT ECONOMIC DEVELOPMENT DIVISION 1. GRANT RECIPIENT: 2. AWARD DATE: 3. END DATE: City of Kent July 1, 2005 June 30, 2006 220 Fourth Avenue South Kent, Washington 98032 4. GRANT RECIPIENT REPRESENTATIVE: 5. CTED REPRESENTATIVE: NAME: Nathan Torgelson NAME: Ginger Rich PHONE: 253-856-5703 PHONE: 206-256-6112 FAX: 253-856-6700 FAX: 206-256-6125 E-MAIL: ntorgelson@ci kent.wa.us E-MAIL: gingerr@cted.wa.gov 6. SOURCE OF FUNDS: 7. TAX IDENTIFICATION NUMBER: State Proviso Funds- $215,000 91-6001254 8. SUMMARY: The City of Kent and the Kent Chamber of Commerce will conduct a market analysis and create a business plan for a transitional manufacturing economic plan and Center for Advanced Manufacturing in South King and East Pierce Counties. The DEPARTMENT and GRANT RECIPIENT acknowledge and accept the terms of this CONTRACT and attachments and have executed this CONTRACT as of the date and year written below. The rights and obligations of both parties to this CONTRACT are governed by this CONTRACT and other documents incorporated by reference: CONTRACT Terms and Conditions including Attachment A: Workylan and Attachment B: Budget. FOR THE DEPARTMENT: FOR THE GRANT RECIPIENT: Victor Vas uez, Director Jim ite,Mayor Economic Develo ment ivision Crt of Kent DATE: _ /��/q L'5 DATE: APPROVED AS TO FORM ONLY: Sandra Adix (signature on file) Assistant Attorney General DATE: June 8, 2005 S\County Files\K rig County\Contracts 05-07\Kent Center for Manuf S06- 76105-853 doc 1 of 9 CONTRACT NO. S06-76105-853 , CONTRACT TERMS & CONDITIONS SECTION 1 - PREAMBLE ' This CONTRACT, entered into by the City of Kent, (hereinafter referred to as the GRANT RECIPIENT) and the Department of Community, Trade and Economic Development (hereinafter referred to as the DEPARTMENT),WITNESSES THAT: WHEREAS, the DEPARTMENT has the responsibility under RCW 43.330.050(5)to provide financial and technical assistance to the communities of the state, to assist in improving the delivery of federal, state, and local programs; and to provide communities with opportunities for productive and coordinated development beneficial to the well-being of communities and their residents; and WHEREAS, the DEPARTMENT has selected the GRANT RECIPIENT to receive funds and the GRANT RECIPIENT shall use the funds to undertake a project,which furthers the goals and objectives of the DEPARTMENT'S Economic Development Division in accordance with its mission. THEREFORE, the parties mutually agree to the following terms and conditions: SECTION 2 -WORKPLAN Over the course of the CONTRACT period, the GRANT RECIPIENT shall accomplish the activities described in Attachment "A": Workplan that is incorporated into the CONTRACT by reference. SECTION 3 -FUNDING The total funds to be reimbursed to the GRANT RECIPIENT for costs incurred during the CONTRACT period shall be a sum not to exceed$215,000. SECTION 4 - BUDGET An approved budget by category of expenditure is included as Attachment "B" of this CONTRACT and is incorporated into the CONTRACT by reference. The total amount of transfers of funds between line item budget categories shall be as specified in Attachment`B". If the cumulative amount of these transfers is expected to exceed the amount specified in Attachment"B", the total project budget shall be subject to justification and negotiation of a CONTRACT amendment by the GRANT RECIPIENT and the DEPARTMENT in advance of expenditure. SECTION 5 - CONTRACT PERIOD A. The effective date of this CONTRACT shall be the date all parties sign and complete execution of the CONTRACT. This CONTRACT shall terminate on June 30, 2006, except for any remaining obligations of the GRANT RECIPIENT as may exist under Section 7. B. Costs to be reimbursed by the DEPARTMENT under this CONTRACT are those eligible costs incurred during the performance of the CONTRACT work specified in Attachment "A" on or after July 1, 2005 the award date. 2 of 9 CONTRACT NO. S06-76105-853 SECTION 6 -REIMBURSEMENT PROVISIONS A. Funds will be disbursed on a reimbursement basis only. Special reimbursement provisions or exceptions may be negotiated between the DEPARTMENT and the GRANT RECIPIENT and incorporated into Attachment `B". B. Only eligible project-related costs will be reimbursed. Ineligible costs include, but are not necessarily limited to: capital expenses, such as land acquisition or construction costs; purchase of machinery; hosting expenses, such as meals, lodging, or transportation incurred by persons other than staff and volunteers working directly on the project; lobbying or political influencing; and other costs which are not directly related to the project. C. In order to obtain reimbursement, the GRANT RECIPIENT shall submit, quarterly, a current invoice voucher on a form provided by the DEPARTMENT, which identifies the costs incurred for work performed since the previous voucher was submitted. Documentation of expenses is not required with each invoice, but must be available upon request. D. Within twenty(20) days after receiving and approving the voucher, the DEPARTMENT shall remit to the GRANT RECIPIENT a warrant covering the DEPARTMENT'S share of the costs incurred for work performed,unless the claim is challenged by the DEPARTMENT. E. The final invoice voucher covering costs incurred for work performed on or before June 30, 2006, must be submitted by the GRANT RECIPIENT prior to July 7, 2006 to allow the DEPARTMENT sufficient time to process it. Payment of the final voucher shall be contingent upon the DEPARTMENT'S receipt and approval of any products or deliverables designated in Attachment"A". SECTION 7 - REPORTS A. The GRANT RECIPIENT shall submit a brief quarterly progress report on a form approved by the DEPARTMENT, which describes the progress made on the work program outlined in Attachment "A". Progress reports will be submitted on a quarterly calendar cycle. The quarterly progress report or outcome report shall also provide detail on the dedicated matching funds. B. The GRANT RECIPIENT shall furnish, along with or prior to submitting the final invoice voucher, two copies of each final product designated in Attachment"A". SECTION 8 - CONTRACT AMENDMENTS A. The DEPARTMENT or the GRANT RECIPIENT may request changes to the CONTRACT or its provisions. It is agreed and understood that no material or substantive alteration or variation of the terms of this CONTRACT shall be valid unless made in writing and signed by both parties. Any oral understanding or agreements shall not be binding unless made in writing and signed by both parties., B. CONTRACT amendments shall not be made which result in an extension of the CONTRACT period beyond June 30, 2006. 3 of 9 CONTRACT NO. S06-76105-853 SECTION 9 - USE OF SUBCONTRACTS The GRANT RECIPIENT may enter into subcontracts for any of the work contemplated under this CONTRACT without obtaining prior written approval of the DEPARTMENT. The GRANT RECIPIENT shall follow local policies regarding procurement, or in absence of local policies, shall use a competitive procurement process. Each CONTRACT that the GRANT RECIPIENT enters into with subcontractors, creditors and others shall contain a clause providing notice that the state and the DEPARTMENT are not responsible for any legal obligation, financial or otherwise, incurred by the GRANT RECIPIENT. The DEPARTMENT reserves the right to monitor the subcontractor selection process and contractual documents either during or following the selection process. The GRANT RECIPIENT is responsible for the performance of any subcontractors. The GRANT RECIPIENT shall require all subcontractors to follow the same rules and regulations as described in this document. All subcontractors must be monitored by the GRANT RECIPIENT to ensure fiscal accountability. SECTION 10 -RECAPTURE PROVISIONS In the event that the GRANT RECIPIENT expends funds under this CONTRACT in violation of state laws and/or the provisions of this CONTRACT, the DEPARTMENT reserves the right to recapture state funds in an amount equivalent to the extent of the noncompliance. Such right of recapture shall exist for a period not to exceed six (6)years following CONTRACT termination. Repayment by the GRANT RECIPIENT of funds under this recapture provision shall occur within 30 days of demand. In the event that the DEPARTMENT is required to institute legal proceedings to enforce the recapture provision and prevails, the DEPARTMENT shall be entitled to its costs thereof, including reasonable attomey's fees. SECTION 11 -DOCUMENTATION, MONITORING AND AUDIT During the CONTRACT period and following its termination, the GRANT RECIPIENT shall follow accounting procedures and shall maintain books, records, documents, and other evidence that sufficiently and properly reflect all project specific costs expended in the performance of this CONTRACT. The Office of the State Auditor or any persons duly authorized by the DEPARTMENT shall have full access to and the right to inspect, excerpt, audit, or examine any of these materials at all reasonable times for a period of six (6) years after termination of the CONTRACT. The DEPARTMENT may require a copy of the GRANT RECIPIENT'S most recent audit and management letter. The DEPARTMENT may require the GRANT RECIPIENT to obtain an audit for specific expenditures under this CONTRACT. Costs of a required audit are an allowable expense. 4of9 CONTRACT NO. S06-76105-853 SECTION 12 -ACKNOWLEDGMENT OF STATE FUNDING The GRANT RECIPIENT shall provide all project-related press releases to the DEPARTMENT. Press releases shall identify the DEPARTMENT as a project financier. Publications such as reports and pamphlets which are developed totally or in part with funds provided under this CONTRACT shall give credit to the funding source by including the following: "Funds made available through the Washington State Department of Community, Trade and Economic Development." SECTION 13 -NONDISCRIMINATION CLAUSE During the performance of this CONTRACT, the GRANT RECIPIENT shall comply with all federal and state nondiscrimination laws, including but not limited to, chapter 49.60 RCW,Washington's Law Against Discrimination, and 42 U.S.C. 12101 et seq., the Americans with Disabilities Act(ADA). In the event of the GRANT RECIPIENT'S noncompliance or refusal to comply with any nondiscrimination law, regulation, or policy, this CONTRACT may be rescinded, canceled, or terminated in whole or in part, and the GRANT RECIPIENT may be declared ineligible for further CONTRACTS with the DEPARTMENT. The GRANT RECIPIENT shall, however, be given a reasonable time in which to cure this noncompliance. Any dispute may be resolved in accordance with Section 21. SECTION 14 -TERMINATION OF CONTRACT A. If the GRANT RECIPIENT fails to fulfill its obligations under this CONTRACT, the DEPARTMENT may terminate the CONTRACT upon written notice to the GRANT RECIPIENT specifying the reason for termination. The termination date shall be specified in the notice of termination. The DEPARTMENT may, in its sole discretion,provide notice to the GRANT RECIPIENT that termination will occur unless the GRANT RECIPIENT corrects the violation within a specified number of days. B. Notwithstanding any other provisions of this CONTRACT, either party may terminate this CONTRACT by providing written notice of such termination, specifying the effective date thereof, at least thirty(30) days prior to such date. C. Reimbursement for GRANT RECIPIENT work performed, and not otherwise paid for by the DEPARTMENT prior to the effective date of such termination, shall be as the DEPARTMENT reasonably determines. D. In the event funding from the 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, the DEPARTMENT may unilaterally reduce the scope of work and budget or terminate this CONTRACT. SECTION 15 - GRANT RECIPIENT NOT EMPLOYEE OF DEPARTMENT The GRANT RECIPIENT, its employees, or agents performing under this CONTRACT are not deemed to be employees of the DEPARTMENT or agents of the DEPARTMENT in any manner whatsoever. The GRANT RECIPIENT will not hold itself out as or claim to be an officer or employee of the DEPARTMENT or of the state of Washington and will not make any claim, demand, or application to or for any right or privilege applicable to an officer or employee of the DEPARTMENT or of the state of Washington. 5 of 9 CONTRACT NO. S06-76105-853 SECTION 16 -TRAVEL AND SUBSISTENCE REIMBURSEMENT Travel and subsistence reimbursement shall be made in accordance with the guidelines followed by the GRANT RECIPIENT in the course of normal operations. In the absence of local provisions, per diem rates and travel allowances shall be paid in accordance with rates set for state employees pursuant to RCW 43.03.050 and RCW 43.03.060 as now existing or hereafter amended. SECTION 17 - OWNERSHIP OF PROJECT MATERIALS All finished or unfinished documents, data, studies, surveys, drawings,models, photographs, films, duplicating plates, computer disks and reports prepared by the GRANT RECIPIENT under this CONTRACT shall be works for hire under U.S. copyright law. The DEPARTMENT may duplicate, use, and disclose in any manner and for any purpose whatsoever, all materials prepared under this CONTRACT. The GRANT RECIPIENT must have prior approval of the DEPARTMENT to produce patents, copyrights, patent rights, inventions, original books, manuals, films, or other patentable or copynghtable materials, in whole or in part with funds received under this CONTRACT. The DEPARTMENT reserves the right to determine whether protection of inventions of discovery shall be disposed of and administered in order to protect the public interest. Before the GRANT RECIPIENT copyrights any materials produced with funds under this CONTRACT, the DEPARTMENT reserves the right to negotiate a reasonable royalty fee and agreement. SECTION 18 -APPLICABLE LAWS AND REGULATIONS The GRANT RECIPIENT shall comply with all existing applicable laws, ordinances, codes, regulations and policies of local, state, and federal governments, as now or hereafter amended. SECTION 19 - SPECIAL PROVISION The DEPARTMENT'S failure to insist upon the strict performance of any provision of this CONTRACT or to exercise any right based upon a breach thereof or the acceptance of any performance during such breach shall not constitute a waiver of any obligation or right under this CONTRACT. SECTION 20 -HOLD HARMLESS The GRANT RECIPIENT agrees to defend, hold harmless, and indemnify the state of Washington and the DEPARTMENT, their officers, agents, employees, and assigns against any and all damages or claims for damages resulting or allegedly resulting from the GRANT RECIPIENT'S performance or lack of performance under the terms of this CONTRACT. SECTION 21 -DISPUTE RESOLUTION Except as otherwise provided in this CONTRACT, when a bona fide dispute arises between the parties and it cannot be resolved through discussion and negotiation, either party may request a dispute hearing. The parties shall select a dispute resolution team to resolve the dispute. The team shall consist of a representative appointed by the DEPARTMENT, a representative appointed by the GRANT RECIPIENT, and a third party mutually agreed upon by both parties. The team shall attempt, by majority vote, to resolve the dispute. The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal. 6 of 9 CONTRACT NO. S06-76105-853 SECTION 22 - GOVERNING LAW AND VENUE The CONTRACT shall be construed and enforced in accordance with, and the laws of the state of Washington hereof shall govern the validity and performance. Venue of any suit between the parties arising out of this CONTRACT shall be the superior court of Thurston County, Washington. SECTION 23 - SEVERABILITY In the event any term or condition of this CONTRACT or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other terms, conditions, or applications of this CONTRACT, which can be given effect without the invalid term, condition, or application. To this end, the terms and conditions of this CONTRACT are declared severable. SECTION 24 -ENTIRE AGREEMENT This CONTRACT, including referenced exhibits, represents all the terms and conditions agreed upon by the parties No other understandings or representations, oral or otherwise, regarding the subject matter of this contract shall be deemed to exist or to bind any of the parties hereto The attachments to this agreement are as follows: ATTACHMENT A: Workplan, consisting of 1 page; and ATTACHMENT B: Budget, consisting of 1 page. 7 of 9 CONTRACT NO. 506-76105-853 ATTACHMENT A: WORKPLAN GRANT RECIPIENT: City of Kent Summary: The City of Kent and the Kent Chamber of Commerce will conduct a market analysis and create a business plan for a transitional manufacturing economic plan and Center for Advanced Manufacturing in South King and East Pierce Counties. Activities: • Prepare and release a RFP. • Select and hire a contractors to: • Complete a market analysis, to show which manufacturing sub sector or core competencies (such as product development) the Center will focus on and determine what product area manufacturers would like the Center to offer such as • A technology transfer to marketplace applications by facilitating partnerships between businesses and researchers from public universities and private laboratories. • A clearinghouse for best practices information and research, plus public access research library and librarian support services. • A training, curriculum and courses to develop skilled workers with a focus on quality, efficiency, and process and productivity practices; plus assistance with implementation, workforce development and business development. • Prepare business plan to include: • Services and products the Center will provide and the needs it will fill. • Potential customers for the Center's products and services and why will they purchase the products as services. • How the Center will reach its potential customers. • The financial resources needed to launch and sustain the Center. Products to be submitted by July 7, 2006: (An electronic copy is preferred using MS Office. If an electronic version is not available, please submit two copies of each product.) • Market analysis • Business plan 8 of 9 r ' CONTRACT NO. S06-76105-853 ATTACHMENT B: BUDGET The budget shall consist of the following elements: 1. Category of CTED Expenditure: Amount a. Personnel $0 b. Personal Services 215,000 c. Project Related Expenses 0 d. Travel 0 e. Other I0 TOTAL $215,000 2. Budget Summary: State Funds Federal Funds Total CTED Funds (F'Y 06 only) $215,000 $0 $215,000 Local Matching Resources 0 0 0 Other State Funds 0 0 0 Other Federal Funds 0 350,000 350,000 TOTALBUDGET $215,000 $350,000 $565,000 3. Budget Summary For CONTRACTS over$30,000 the total amount of transfers of funds between line item budget categories shall not exceed ten (10)percent of the total budget. If the cumulative amount of these transfers exceeds or is expected to exceed ten percent, the total budget shall be subject to justification and negotiation of a CONTRACT amendment by the GRANT RECIPIENT and the DEPARTMENT. For CONTRACTS under $30,000 the total amount of transfers of funds between line item budget categories shall not exceed twenty(20)percent of the total budget. If the cumulative amount of these transfers exceeds or is expected to exceed twenty percent, the total budget shall be subject to justification and negotiation of a CONTRACT amendment by the GRANT RECIPIENT and the DEPARTMENT. A sum of ten(10)percent of funds shall be withheld until all tasks, activities, and final products defined in Attachment "A" have been successfully completed by the GRANT RECIPIENT and accepted fully by the DEPARTMENT. 9of9