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IDAHO COMMERCE & LABOR JM\ES E. RISCH, GOVERNOR ROGER B. MADSEN, DiRECTOR Date: January 2, 2007 To: The Honorable Nancy Chaney Mayor, City of Moscow P 0 Box 9203 Moscow, ID 83843-1703 From: Dennis Porter Regarding: Alturas Technology Park contract RCBG-07-11-6 THE FOLLOWING DOCUMENTS HAVE BEEN PROVIDED TO YOU FOR YOUR: Review: 0 Action: 0 Signature: 0 0 CONTRACT 0 EXECUTED CONTRACT 0 CONTRACT AMENDMENT 0 EXECUTED AMENDMENT 0 ENVIRONMENTAL RELEASE 0 FINDING OF EXEMPTION 0 SUBCONTRACT APPROVALS 0 ADDITIONAL CLASSIFICATION 0 CONTRACT AWARD APPROVAL 0 BID DOCUMENT APPROVAL (Sign both copies and return to our office.) (Retain document in your project file.) (Sign both copies and return to our office.) (Retain document in your project file.) (Retain document in your project file.) (Retain document in your project file.) (Retain document in your project file.) 0 PHONE CONVERSATION FOLLOW UP 0 OTHER COMMENTS: Please retain a copy in your project files. Dennis Porter Idaho Commerce & Labor 700 West State Street P 0 Box 83720 Boise ID 83720-0093 [PHONE REDACTED] ext. 2145 cc: Walter Steed E E ED 09 ' - ' M-M - - " - - - - - STATE STREET OFFICE • 700 West State Street • P.O. Box 83720 o B01se, Idaho 83720-0093 • TeL [PHONE REDACTED] • Fax: [PHONE REDACTED] e Web: cUdaho.gov Equal Opportunity Employer 2006-45 ---PAGE BREAK--- GRANTEE NAME: GRANTEE ADDRESS: PROJECT TITLE: CONTRACT NO.: RURAL COMMUNITY BLOCK GRANT PROGRAM City of Moscow PO Box 9203, Moscow, Idaho 83843-1703 Alturas Technology Park- Fiber Optic Project RCBG-07-1 -6 This Contract is made and entered into between the Department of Commerce and Labor, State of Idaho, hereinafter called the DEPARTMENT, and the City of Moscow, hereinafter called the GRANTEE. Accompanying this Contract are attachments A, B, and C, hereby incorporated by reference and made a part hereof. Neither party may assign this Contract or subcontract any part of the duties hereunder without the prior written consent of the other. This Contract sets forth the entire contract between the parties related to the subject matter of this Contract and may not be modified without the written consent of both parties. TERMS AND CONDITIONS Article I - Period of Performance The project work to be completed hereunder shall be accomplished from the effective date of November 1, 2006, and shall continue up to and including project closeout Completion of the project shall follow the schedule shown in Attachment B, unless otherwise amended. Article II - Grant Amount The maximum amount of the Idaho Rural Community Block Grant (RCBG) assistance hereby awarded is Four Hundred Fifty Thousand Dollars ($450,000). The GRANTEE hereby agrees to provide Nine Hundred Seventy Thousand Seven Hundred Fifty-Four Dollars ($970, 754) in the form of match for the purposes of completing this project In the event costs exceed above the total dollars budgeted for the project, the grantee shall be responsible for finding the additional funds. The DEPARTMENT shall not provide additional grant funds to pay cost overruns. The GRANTEE shall adhere to the budget as outlined in Attachment A, unless otherwise amended. The GRANTEE shall disburse RCBG funds within three to five (3-5) days of receipt of the grant funds from the DEPARTMENT. The GRANTEE shall not carry a balance of more than $5,000 between requests for funds. The GRANTEE may deposit all RCBG funds for financing the project in an interest bearing account with the stipulation that all interest earned will be designated for the RCBG project RCBG funds can be shifted between budgeted activities without an amendment to the Budget provided the total does not exceed ten percent (10%) of the RCBG amount Changes to the Scope of Work must go through the formal amendment process with final approval from the DEPARTMENT. The use of RCBG funds for administrative costs is limited to a maximum of 5% of the total RCBG funds awarded by this contract Article Ill - Payments The GRANTEE may periodically request grant funds up to 100% of the value of work performed for all items in the RCBG budget, except for the audit and the construction line items as provided in the paragraphs below. If the DEPARTMENT is satisfied with the request, the DEPARTMENT will pay the RCBG amount requested within thirty (30) days of the receipt of the request Payment for all construction contracts shall be up to ninety-five percent (95%) of the total dollar amount of the contract as awarded and as shown in the budgeted line items in Attachment A Budget The DEPARTMENT, pending the GRANTEE'S certification of final inspection and acceptance of work, will hold RCBG Contract Page 1 ---PAGE BREAK--- the remaining five percent The GRANTEE must demonstrate that all applicable laws have been satisfied and all contract files are complete. This determination shall be verified upon the GRANTEE'S submittal of specific documents as determined by the DEPARTMENT or upon DEPARTMENT monitoring of the GRANTEE'S files. The GRANTEE shall certify that all work that is billed to the DEPARTMENT is complete at the time of the billing. The GRANTEE shall be responsible for any discrepancy or error in billing or documentation. The GRANTEE'S request for payment of the audit shall be submitted with the final audit report. Payment of the audit line item shall be made upon acceptance and approval of the audit by the Legislative Services Office, Legislative Auditor. Article IV - Sufficient Appropriations Clause It is understood that the Department is a governmental agency and this Contract shall in no way be construed so as to bind or obligate the State of Idaho beyond the term of any particular appropriation of funds by the State Legislature as may exist from time to time. The Department reserves the right to terminate this agreement if, in its sole judgment, the Legislature of the State of Idaho does not appropriate sufficient funds for Department to make any required payments hereunder. Any such termination shall take effect (30) days after written notice of termination is mailed to Grantee and be otherwise effective as provided in this agreement. Article V -Work Performance The project activities to be accomplished under the conditions of this contract are outlined in the Scope of Work, as described in Attachment B. Article VI -Financial and Progress Reports In the performance of this contract, the GRANTEE shall keep books, records, and accounts of all activities related to the provisions of this contract. On each interim request for funds submitted to the DEPARTMENT, the GRANTEE shall certify the information is true and correct based upon the GRANTEE'S official accounting records. The GRANTEE shall also submit a final financial report with detailed costs incurred by line item as described in the project budget. This report shall be submitted upon completion of the project funded under this contract. The GRANTEE shall submit interim performance reports as specified in the Scope of Work, Attachment B. A detailed written final report with documentation of the activities carried out and benefits generated shall be submitted to the DEPARTMENT at the conclusion of the project. Article VII -Amendments The DEPARTMENT may amend this contract on its own initiative or at the request of the GRANTEE to reflect changes in the Scope of Work, Design, Budget or Schedule of the project. Such changes shall be mutually agreed upon, and evidenced by a written contract amendment. In no case shall the nature or purpose of the project be amended from what was generally described in the application and was the basis for grant award except as provided in the RCBG Administrative Rules IDAPA 48.01.05. No changes in Scope of Work, costs or services shall be effective until approved in a written contract amendment signed by both parties. Article VIII -Subcontracts The GRANTEE shall notify the DEPARTMENT and forward for prior approval all contracts and subcontracts under this Grant Upon showing the GRANTEE has complied with the prerequisites and requirements of the RCBG program, the DEPARTMENT shall issue its approval of the subcontract. Ali RCBG Contract Page2 ---PAGE BREAK--- amendment(s) to subcontracts shall have DEPARTMENT approval before they are effective amendment(s). The contractors and subcontractors must comply with all applicable state laws and regulations. All subcontracts shall contain the same obligations required by this Grant. Article IX - Audit and Monitoring The DEPARTMENT may monitor and make periodic inspections and evaluations of the project and all the books and records pertaining to the project. The GRANTEE shall make available to the DEPARTMENT the books and records during regular working hours. These books and records shall be maintained for at least three years following closeout of the project. All RCBG projects shall be audited annually in accordance with Sections 50-1010 and 31-1701, Idaho State Code. The federal Single Audit Act and OMB Circular A-133 shall apply if the project is funded, in part, with federal grant(s). The audit shall be submitted to the Legislative Auditors Office within thirty (30) days of completion. Grantees shall require sub-grantees to provide audits conducted according to applicable federal and state laws, regulations and standards. The grantee shall have these audits reviewed as part of the grantee's audit. This review shall be commented and noted in the audit report. Article X- Severability Clause If any part of this Contract is declared invalid or becomes inoperative for any reason, such invalidity or failure shall not affect the validity and enforceability of any other provision unless the invalidity or unenforceability of any such provision hereof does substantial violence to, or where the invalid or unenforceable provisions comprise an integral part of or are otherwise inseparable from the remainder of this Contract. Article XI -Termination The DEPARTMENT shall have the right to terminate this contract in whole or in part, at any time before the date of completion, whenever it is determined the GRANTEE has failed to comply with the conditions of the contract. The DEPARTMENT shall notify the GRANTEE in writing of the determination and the reasons for the termination and the effective date. The DEPARTMENT may cancel this Grant at any time with or without cause upon thirty (30) days written notice to the GRANTEE specifying the effective date of the termination. The DEPARTMENT and the GRANTEE will coordinate the orderly termination of work, transfer of work, and payment for work undertaken under the Grant. The GRANTEE shall not undertake any further work without first obtaining approval of the DEPARTMENT. Article XII - Special Warranty Other than the Grant award, the GRANTEE warrants that nothing of monetary value has been given, promised or implied as remuneration for entering into this contract. The GRANTEE further declares no improper personal, political or social activities have been used or attempted in an effort to influence the outcome of the competition, discussion or negotiation leading to the award of this contract. Article XIII- Relationship of Contracting Parties The contracting parties agree that no employer-employee relationship is established between the DEPARTMENT and the GRANTEE by the terms of this contract. The GRANTEE further indemnifies the State of Idaho and the DEPARTMENT and holds them harmless against any and all suits, actions, claims or losses of every kind, nature, and description, including costs, expenses, and attorney fees, that may be incurred by reason of any act or omission, neglect or misconduct of the GRANTEE that may arise out of this agreement on its performance. RCJJ(i Contract Page3 ---PAGE BREAK--- Grantee specifically understands and agrees that in no event shall any officer, employee, or agent of the State be personally liable or responsible for any representation, statement, covenant, warranty, or obligation contained in, or made in connection with, this Contract, expressed or implied. Article XIV- Attorney's Fees Clause In the event of a legal proceeding of any kind instituted under this Contract, or to obtain performance of any kind under this Contract, the prevailing party shall be awarded such additional sums as the court may adjudge for reasonable attorney's fees and to pay all costs and disbursements incurred in such proceeding. Article XV - Conflict of Interest No official or employee of the GRANTEE or the DEPARTMENT shall have any direct or indirect financial interest in the project. Article XVI - Project Sign After the notice to proceed with construction is issued, and prior to construction, GRANTEES and Subgrantees will, unless otherwise directed, erect a sign located prominently at the project site for all major construction projects. The sign shall be maintained in good condition and removed six months after the project is completed. The project sign requirements shall be provided by the Idaho Department of Commerce and Labor at the time this agreement is executed. Article XVII- Compliance with Law Grantee warrants that in the performance of this Contract it has complied and will comply with all applicable federal, state, and local laws, ordinances, regulations, directives, and guidelines. This Contract shall be governed by and construed under the laws of the State of Idaho and the parties hereto consent to the jurisdiction of the courts of the State of Idaho in the event of any dispute regarding this Contract, including actions brought to enforce or interpret this Contract All conditions and assurances required of the State of Idaho, Department of Commerce and Labor apply to the GRANTEE, subgrantees, contractors, and subcontractors. All parties shall adhere to the statutes and regulations of the State of Idaho. XVIII- Job Creation The Grantee hereby assures the State of Idaho Department of Commerce and Labor that, as a result of this grant project, 12 new full-time equivalent (FTE) jobs will be created and 75 FTE jobs will be retained in the Grantee's area of jurisdiction. The Grantee further agrees that if the number of new jobs is not created, the Grantee will repay to the State of Idaho Department of Commerce and Labor a prorated portion of the entire amount of grant assistance provided under this contract, if so required by the Department. RCBG Contract Page 4 ---PAGE BREAK--- APPROVED: STATE OF IDAHO CITY OF MOSCOW Department of Commerce and Labor Date L I For Internal Use of the Department Reviewed and Approved eo Donald A Dietrich Date Economic Development Administrator Dennis Porter Date Lead Community Development Specialist RCBG Comract PageS ---PAGE BREAK--- ATTACHMENT A BUDGET RURAL DEVELOPMENT PROJECT Applicant: City of Moscow Project No.: RCBG-07-11-6 Project: Alturas Technology Park- Fiber Optics Project AMOUNTS ATP Project Intelligent Transporation System LINE ITEMS RCBG City Cash lTD Funding Total Administrative Expenses* $22,500 $2,500 $25,000 Legal $0 Project Planning $0 Design Professional Fees $42,126 $13,406 $55,532 Property Acquisition $0 Demolition and Removal $0 Construction $385,374 $157,230 $795,618 $1,338,222 Equipment $0 Audit $2,000 $2,000 Total Costs $450,000 $175,136 $795,618 $0 $1,420,754 Remarks: Administrative expenses shall not exceed 5% of the total RCBG amount. RCBG Contract Page 6 ---PAGE BREAK--- A. Environmental Review: If required by the DEPARTMENT, complete an Environmental Assessment that is project specific. All or some of the following areas should be assessed for environmental impacts depending on the project: Historic Properties, Floodplains and Wetlands, Noise, Thermal/Explosive Hazards, Airport Clear Zones, Air and Water Quality, Endangered Species, Wild and Scenic Rivers, Solid Waste Disposal, Fish and Wildlife Impacts, State and Local Statutes, and Cultural Tribal Impacts. These areas may be addressed by using the Statutory Checklist required on federally funded projects. Acquisition of specific sites may require a Ieveii environmental review prior to acquisition. B. Procurement Grantees will follow Idaho Code requirements when procuring services of grant administrators, engineers, architects, other professionals and construction contractors. C. Construction Administration: 1. The grantee shall contract with a licensed architect and/or engineer for construction design and inspection. 2. Submit bid documents to the DEPARTMENT for review and approval, thirty (30) days prior to bid advertisement. Bid documents shall include contractor bonding requirements and public works licensing requirements, etc. 3. Hold preconstruction conference with contractor specifically to discuss project construction requirements. D. Accounting Requirements: 1. Maintain a general ledger for the RCBG grant funds. It must show expenditures by budget categories and by other funding sources. 2. Maintain source documentation and file documents with each Request for Funds form. 3. Accounting and Allowable Costs must be in accordance with state and federal requirements as applicable. E. Audits: 1. GRANTEE audits shall be conducted annually in accordance with Sections 50-1010 and 31-1701, Idaho Code. The Single Audit Act and OMB Circular A-133 shall apply if the project is funded, in part, with federal funds. 2. Audit shall be submitted to the Legislative Service's Office, Legislative Auditor for review and approval within thirty (30) calendar days of the audit's completion. F. Acquisition: Acquisition requirements for real property shall be consistent with state law and real estate principles, standards and procedures. Fair market values shall be established and further negotiated with property owners as necessary. Conzraei Page8 ---PAGE BREAK--- G. Reporting: 1. The GRANTEE shall submit progress reports to the DEPARTMENT with each drawdown, or as required by the DEPARTMENT. 2. The GRANTEE shall report in writing to the DEPARTMENT any major compliance problems, performance problems, management problems, all construction commencement and completion, business commitments, job hiring dates, business groundbreaking, ribbon cutting and other accomplishments. 3. The GRANTEE shall submit all contract amendments, change orders, and amendments to the DEPARTMENT prior to executing them. RC!JC: Contract PaĜe 9 ---PAGE BREAK--- ATTACHMENT C Rural Community Block Grant Assurances RCBG-07-1 -6 1. Conflict of Interest of Members, Officers or Employees of Grantee. Members of Local Governing Body or Other Public Officials: No public official, member, officer or employee of the GRANTEE or its designees, who exercises any functions or responsibilities with respect to the program during his tenure or for one ( 1) year thereafter, shall have any interest, direct or indirect, in any contract or subcontract or the proceeds thereof, for work to be performed in connection with the program assisted under this Agreement The GRANTEE shall incorporate or cause to be incorporated, in all such contracts a provision prohibiting such interest pursuant to the purposes of this section. 2. Prohibition Against Payments or Commissions The assistance provided under this Agreement shall not be used in the payment of any bonus or commission for the purpose of obtaining DEPARTMENT approval of the application for such assistance or DEPARTMENT approval of applications for additional assistance or any other approval or concurrence of the DEPARTMENT required under this Agreement 3 Conflict of Interest of Certain State Officials No member of the Idaho Legislature and no appointed or elected State Official shall be admitted to any share or part of this Agreement or to any benefit to arise from same. 4. Historic Preservation Act of 1966 Historic Preservation Act of 1966, as amended (16 U.S.C. 470 et seq.). RCBG Contract Page 10 ---PAGE BREAK--- I. Project Description ATTACHMENT B SCOPE OF WORK RCBG-07 -11-6 The installation of fiber optic lines to the Alturas Technology Park, located in Moscow Idaho. The fiber optic lines will be installed at the following locations: -r Along Paradise Path, from Highway 95 to Alturas Technology Park; -r From Highway 8 to Eastside Marketplace; -r Throughout Alturas Technology Park; and -r Along Mountain View Road from Highway 8 to D Street. This project is separate from the city's intelligent transportation system (ITS) project but will tie-in to it. II. Project Schedule Grant Administrator Contract Design Professional Contract Bid Document Approval Construction Contract Start of Construction Construction 50% Complete Construction Complete Job Retention Documentation Complete Project Closeout Audit New Job Creation Complete Ill. Progress Report Schedule Completed January 2007 January 2007 February 2007 March 2007 May 2007 June 2007 August2007 August 2007 March 2008 June 2010 Progress Reports will be submitted to the DEPARTMENT on an approved form with each Request for Funds. Approval of each Request for Funds will be based on the content of the Progress Report. If regular Requests for Funds are not submitted, Progress Reports will be due upon request of the DEPARTMENT. IV. Project Benefits The project will provide fiber optic capacity to businesses located in the Alturas Technology Park and surrounding area. This capacity will help ensure high quality jobs are kept in Moscow and provide for addition business and job growth at the technology park and adjacent properties. V. Special Conditions Specifically allowed eligible project costs incurred prior to the contract effective date may be reimbursed upon the approval of the DEPARTMENT. VI. Administrative Requirements An Administrative Plan shall be developed by the GRANTEE outlining the chain of responsibilities and authority in executing the grant project. This plan shall detail the division of grant management activities to particular persons, offices, agencies or contractors. The DEPARTMENT must approve the plan. RCBG Contract Page 7