HomeMy WebLinkAboutCAP 2014-07-15 COMPLETE AGENDA PACKET
City of Tukwila
Distribution :
C. O’Flaherty
J. Duffie
R. Turpin
D. Robertson
L. Humphrey
V. Seal
R. Larson
D. Quinn
J. Pace
Mayor Haggerton
D. Cline
Joe Duffie , Chair
Dennis Robertson
Verna Seal
AGENDA
T , J 15 , 2014 – 5:30
UES DAY ULY PM
H C R
AZELNUT ONFERENCE OOM
(formerly known as CR #3) at east entrance of City Hall
Item Recommended Action Page
1. PRESENTATION(S)
2. BUSINESS AGENDA
a. Acceptance of a grant for the Duwamish Gardens a. Forward to 7 / 21 Consent Pg. 1
Project . Agenda .
b. A contract with Heartland, LLC for Landscape b. Forward to 7/ 21 Consent Pg. 27
Conservation and Local Infrastructure Program Agenda.
Study
Pg. 67
c. An Interlocal Agreement between the City of c. Forwa rd to 6/28 C.O.W.
Tu kwila and the Tukwila Pool Metropolitan Park and 8/4 Regular Mtg .
District relating to operation of the Tukwila Pool.
3. ANNOUNCEMENTS
4. MISCELLANEOUS
Next Scheduled Meeting:
The City of Tukwila strives to accommodate those with disabilities.
Please contact the City Clerk’s Office at 206 - 433 - 1800 (TukwilaCityClerk@TukwilaWA . gov ) for assistance.
City of Tukwila
Jim Haggerton, Mayor
INFORMATIONAL U��U����������U�
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TO: Mayor Haggerton
Community Affairs arid Parks Comm, em
FROM: Bob Giberson, Public Works Director
By: Ryan Larson, Senior Program Manager
DATE: July 11,2O14
SUBJECT: Duwamish Gardens
Project No. 90630102
Grant Acceptance - Salmon Recovery Funding Board
ISSUE
Accept a grant from the Washington State Salmon Recovery Funding Board (SRFB) for
construction of the Duwamish Gardens Project.
BACKGROUND
The City acquired the Duwamish Gardens site in 2008 for future restoration as a salmon
habitat site with minor park elements. The project is in the final design and permitting phase,
Construction is anticipated to begin this Fall.
Staff worked with the WRIA 9 Habitat Team to secure construction funding through available
granting sources. The grant applications included; the King County Flood Control District
(KCFCD), the Salmon Recovery Funding Board (SRFB), the Aquatic Lands Enhancement
Account (ALEA), the Puget Sound Acquisition and Restoration Fund (PSAR), and the King
Conservation District (KCD). To date, construction grant funding of $1.265'000 has been
secured from KCFCD, $300.000 from KCD, and this grant from the SRFB for $949,434. No
other grant funding opportunities are currently pending.
ANALYSIS
SRFB provided acquisition and design funding for Duwamish Gardens. This SRFB
construction grant is for $949,434 and is made up of funding from the Salmon Federal
Projects and PSAR grant programs, which are both administered by SRFB. The SRFB
construction grant requires a p je[tSpVnSOrnnakchOf$3O1.523.ThmCih/'sSponsOrnnohch
can be made up of any combination of City or other non-State grant funding, which allows our
other granting sources to cover the matching requirement. The current construction cost
estimate iS$1'8OO,OOOand the total available in construction grant funding including this
agreement is 2'514,434.
RECOMMENDATION
Council is being asked to approve the grant agreement with the Salmon Recovery Funding
Board for $949'434.00 for the Duwamish Gardens Project and consider this item on the
Consent Agenda of the July 21, 2014 Regular Meeting.
Attachment: SRFB Gran Agreement
������S \A.. DRproiects \Du=rnish Gardens136,DRO2 (906301 MernonSAR Consmclions‘ani Accewdocx
2
'1y WASHINGTON STATE
Recreation and
' Conservation Office
Project Sponsor:
Project Title:
PSAR Project Agreement
Salmon Funding Accounts
City of Tukwila
Duwamish Gardens Restoration
Project Number: 13 -1099R
Approval Date: 12/4/2013
A.
PARTIES OF THE AGREEMENT
This project grant Agreement (Agreement) is entered into between the State of Washington by and through the
Salmon Recovery Funding Board (SRFB) and the Recreation and Conservation Office, P.O. Box 40917, Olympia,
Washington 98504 -0917 and City of Tukwila (sponsor), 6200 Southcenter Blvd, Tukwila, WA 98188 and shall be
binding on the agents and all persons acting by or through the parties.
B. PURPOSE OF AGREEMENT
This Agreement sets out the terms and conditions by which a grant is made from the Salmon Funding Accounts of the
State of Washington. The grant is administered by the Recreation and Conservation Office (RCO) to the sponsor for
the project named above.
C. DESCRIPTION OF PROJECT
City of Tukwila proposes to complete Duwamish Gardens estuary restoration project, creating valuable shallow water
habitat and native riparian vegetation on a 2.34 acre site owned by the City (Acq 06 -2199) and on adjacent WADNR
aquatic lands. The site is located on the right bank of the Duwamish River immediately downstream of river mile 7.0
between the Codiga Farms restoration at RM 8.5 and North Wind's Weir restoration at RM 6.4, in the high priority
Duwamish Estuary "transition zone" between fresh and salt water. Off channel and shallow water habitats in this
stretch of the Duwamish are needed to provide opportunities for juvenile Chinook to move out of the main channel to
habitats where they can feed and rear. Longer residence times in the estuary allow for larger, healthier smolts prior to
ocean migration, and thus, improved survival. The property is among the largest available site for habitat restoration
remaining in the Duwamish corridor.
The new habitat will be created by excavating 30,000 cubic yards of material to establish approximately —0.89 acre of
shallow water mudflat and marsh habitat, and —1.24 acre of restored riparian area. Additional park enhancements will
include a small parking lot, pedestrian trail, and river viewpoint, to be installed with non -SRFB funds. Interpretive signs
and /or art work will feature the cultural history of the area and ecological features of the site.
D. PERIOD OF PERFORMANCE
The project reimbursement period shall begin on December 5, 2013 and end on April 1, 2016. No expenditure made
before or after this period is eligible for reimbursement unless incorporated by written amendment into this
Agreement or specifically provided for by RCFB and /or SRFB policy or WAC.
Requests for time extensions are to be made at least 60 days before the Agreement end date. If the request is
made after the Agreement end date, the time extension may be denied.
The sponsor has obligations beyond this period of performance as described in Section E.
E. ON -GOING OBLIGATION
The Project Sponsor's ongoing obligation for the above project under this Agreement is to provide maintenance of the
site or facility to serve the purpose for which it was intended for a minimum of ten (10) years, or more as specified in
the Landowner Agreement, after the final payment unless the site or facility is rendered unusable for the purpose it
was intended by an act of nature.
F. PROJECT FUNDING
The total grant award provided by the funding board for this project shall not exceed $949,434.00. The funding board
shall not pay any amount beyond that approved for grant funding of the project and within the funding board's
percentage as identified below. The sponsor shall be responsible for all total project costs that exceed this amount.
The contribution by the sponsor toward work on this project at a minimum shall be as indicated below:
SRFB - Salmon State Projects
SRFB - Puget Sound Acq. & Restoration
Project Sponsor
Total Project Cost
Percentage Dollar Amount
26.17% $327,353.00
49.73% $622,081.00
24.10% $301,523.00
100.00% $1,250,957.00
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G. RIGHTS AND OBLIGATIONS
All rights and obligations of the parties to this Agreement are subject to this Agreement and its attachments, as now
existing or hereafter amended, including the sponsor's application, eligible scope activities, project milestones, and
the Standard Terms and Conditions of the project Agreement, all of which are incorporated herein.
Except as provided herein, no amendment/deletions of any of the terms or conditions of this Agreement will be
effective unless provided in writing. All such amendment/deletions must be signed by both parties except the RCO
director may unilaterally make amendments to extend the period of performance. Period of performance extensions
need only be signed by RCO's director or designee.
H. COMPLIANCE WITH APPLICABLE STATUTES, RULES, AND RCFB -SRFB POLICIES
This agreement is governed by, and the sponsor shall comply with, all applicable state and federal laws and
regulations, including Chapter 77.85 RCW, Chapter 420 WAC, and published agency policies, which are incorporated
herein by this reference as if fully set forth.
I. SPECIAL CONDITIONS
The sponsor agrees to comply with Attachment A "EPA Provisions for Puget Sound Estuary and
Restoration Projects ". AttachmentA is incorporated by this reference as if fully set forth herein . This
project is used as state match for the National Estuary Program administered by the U.S. Environmental
Protection Agency. As such, the EPA Provisions are required in addition to the RCO standard Terms and
Conditions.
1. Disclosure notice:
Projects funded with state Salmon Recovery Funding Board and Puget Sound Acquisition and Restoration
money may be used by RCO, the Puget Sound Partnership or Northwest Indian Fisheries Commission as
match to one of the following federal assistance agreements: 1) United States Department of Commerce
Catalog of Federal Domestic Assistance Number 11.438, or 2) United State Environmental Protection
Agency Catalog of Federal Domestic Assistance Numbers 66.123 and 66.456.
11. Cultural Resources Consultation:
This project is subject to the National Historic Preservation Act, Section 106, and therefore appears to be
exempt from Governor's Executive Order 05 -05 Archaeological and Cultural Resources (EO 05 -05) as
described in Section 9 of this project agreement. In order for this project to be exempt from EO 05 -05, the
Section 106 Area of Potential Effect (APE) must include all ground- disturbing activities subject to this
project agreement, including the restoration staging area. The sponsor is encouraged to work with the
federal permitting agency to align the Section 106 APE with the scope of work subject to this project
agreement. If the APE does not include all ground- disturbing activities subject to this project agreement,
promptly notify the RCO grant manager, as this will require RCO to initiate cultural resources consultation
following EO 05 -05 for those activities not included in the federal APE. Completion of this consultation and
a Notice to Proceed from RCO will be required before these ground- disturbing activities can begin.
III. State Owned Aquatic Lands:
Habitat Restoration on State Owned Aquatic Lands: The in -water portion of this project occurs on
state -owned aquatic lands managed by the Department of Natural Resource (DNR) on behalf of the State
of Washington. The project sponsor must work with DNR's Aquatic Land Managers to secure a lease , an
easement or a right of entry, as authorization to complete the restoration work. It is important for the
sponsor to coordinate early with the appropriate Land Manager to avoid project delays. See the DNR Land
Manager Coverage Map for contact information in your project area
( «http: / /www.dnr.wa.gov /Publications /aqr and manager map.pdf »). Additional information on
State -owned aquatic lands can be found in Section 2 of Manual 18 (2012).
IV. Contaminated Soils Remediation Ineligible:
In 2004 Gary Struthers Associates, Inc (GSA) conducted a Phase II Environmental Site Assessment (ESA)
for Sound Transit on the site, and in 2008 a supplemental Phase II ESA was completed. One or more of the
soil samples contained concentrations slightly or moderately exceeding the State of WA Model Toxics
Control Act (MTCA) Method A or B soil cleanup levels (see Attachment 43 for additional information).
Sponsor acquired the property with funding from PRISM No. 06 -2199
(https: / /secure.rco.wa.gov /prism/ search /projectsnapshot.aspx ?ProjectNumber =06- 2199). Acquisitions
Manual 3 (2010) p 46 states that "Purchase of property contaminated with any hazardous substance not
meeting the MTCA's standards is ineligible for RCO grant funding. " In order to avoid a compliance issue,
sponsor agreed to bear the site clean -up and remediation costs. In the letter from RCO to sponsor dated
Nov 22, 2011, RCO agreed that the clean -up can be delayed to coincide with the restoration work provided
that by December 31, 2015 the site would be clean, or there would be a fully- funded plan in place for
PSAR Project Agreement - RCO #13 -1099R
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clean -up (06 -2199 PRISM Attach 50
https: / /secure.rco.wa.gov /prism/ search /ProjectSnapshotAttachmentData .aspx ?id = 129874).
Before putting this project out to bid, the sponsor will secure approval from RCO on a plan to 1) manage
the contaminated soil clean -up and remediation in compliance with applicable state and federal laws and 2)
segregate associated clean -up costs from the restoration project excavation costs. The costs of the
contaminated soil clean -up including soil removal, transportation, and disposal are ineligible for
reimbursement or match under this project agreement.
V. Construction Design Deliverables:
The project will meet the standards for Design and Restoration Project Deliverables described in Manual
18 Appendix D "Construction and "Design Build" Deliverables." The preliminary and final design was
completed with funding from Project Agreement No. 10 -1605. For this project agreement, the sponsor must
provide As -built design documents at completion of construction.
VI. PSAR funded projects:
Any signage or press materials must acknowledge the Puget Sound Acquisition and Restoration Fund as
well as RCO as a fund source.
J. FEDERAL FUND INFORMATION
(none)
K. PROJECT GRANT AGREEMENT REPRESENTATIVE
All written communications and notices under this Agreement will be addressed and sent to at least the mail address
or the email address listed below if not both:
proiect Contact SRFB
Name: Ryan Larson Recreation and Conservation Office
Title: Sr. Surface Water Mgt. Eng. Natural Resources Building
Address: 6300 Southcenter Blvd PO Box 40917
Tukwila, WA 98188 -2544 Olympia, Washington 98504 -0917
Email: ryan.larson @tukwilawa.gov
These addresses shall be effective until receipt by one party from the other of a written notice of any change.
L. ENTIRE AGREEMENT
This Agreement, with all amendments and attachments, constitutes the entire Agreement of the parties. No other
understandings, oral or otherwise, regarding this Agreement shall exist or bind any of the parties.
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M. EFFECTIVE DATE
This Agreement, for project 13- 1099R, shall be subject to the written approval of the RCO's authorized representative
and shall not be effective and binding until executed by both the Sponsor and the RCO. Reimbursements for eligible
and allowable costs incurred within the period of performance identified in Section D above are allowed only when this
Agreement is fully executed and an original is received by RCO.
The sponsorls has read, fully understands, and agrees to be bound by all terms and conditions as set forth in this
Agreement. The signators listed below represent and warrant their authority to bind the parties to this Agreement.
City of Tukwila
By:
Name: (printed)
Title:
State of Washington
On behalf of the Salmon Recovery Funding Board (SRFB)
Date:
By: Date:
Kaleen Cottingham
Director
Pre - approved as to form:
By: /s/
Assistant Attorney General
Date:
June 7, 2013
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Standard Terms and Conditions
of the Project Agreement
Table of Contents Page
SECTION 1. CITATIONS, HEADINGS AND DEFINITIONS 7
SECTION 2. PERFORMANCE BY THE SPONSOR 8
SECTION 3. ASSIGNMENT 8
SECTION 4. RESPONSIBILITY FOR PROJECT 8
SECTION 5. INDEMNIFICATION 8
SECTION 6. INDEPENDENT CAPACITY OF THE SPONSOR 8
SECTION 7. CONFLICT OF INTEREST 9
SECTION 8. ACKNOWLEDGMENT AND SIGNS 9
SECTION 9. COMPLIANCE WITH APPLICABLE LAW 9
SECTION 10. HAZARDOUS SUBSTANCES 10
SECTION 11. RECORDS 10
SECTION 12. TREATMENT OF ASSETS 10
SECTION 13. RIGHT OF INSPECTION 11
SECTION 14. STEWARDSHIP AND MONITORING 11
SECTION 15. DEBARMENT CERTIFICATION 11
SECTION 16. PROJECT FUNDING 11
SECTION 17. PROJECT REIMBURSEMENTS 11
SECTION 18. ADVANCE PAYMENTS 12
SECTION 19. RECOVERY OF PAYMENTS 12
SECTION 20. CONVENANT AGAINST CONTINGENT FEES 12
SECTION 21. PROVISIONS APPLYING TO DEVELOPMENT, RENOVATION AND
RESTORATION PROJECTS
SECTION 22. PROVISIONS APPLYING TO ACQUISITION PROJECTS
SECTION 23. RESTRICTION ON CONVERSION OF REAL PROPERTY
AND /OR FACILITIES TO OTHER USES
SECTION 24. CONSTRUCTION, OPERATION, USE AND MAINTENANCE
OF ASSISTED PROJECTS
SECTION 25. INCOME AND INCOME USE
SECTION 26. PREFERENCES FOR RESIDENTS
12
13
13
14
14
14
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SECTION 27. PROVISIONS RELATED TO CORPORATE (INCLUDING NONPROFIT)
SPONSORS 14
SECTION 28. LIABILITY INSURANCE REQUIRMENTS FOR FIREARMS
AND ARCHERY RANGE SPONSORS 15
SECTION 29. REQUIREMENTS OF THE NATIONAL PARK SERVICE 15
SECTION 30. FARMLAND PRESERVATION ACCOUNT 15
SECTION 31. ORDER OF PRECEDENCE 15
SECTION 32. AMENDMENTS 15
SECTION 33. LIMITATION OF AUTHORITY 15
SECTION 34. WAIVER OF DEFAULT 16
SECTION 35. APPLICATION REPRESENTATIONS - MISREPRESENTATIONS
OR INACCURACY OR BREACH 16
SECTION 36. SPECIFIC PERFORMANCE 16
SECTION 37. TERMINATION 16
SECTION 38. DISPUTE HEARING 16
SECTION 39. ATTORNEYS' FEES 17
SECTION 40. GOVERNING LAWNENUE 17
SECTION 41. SEVERABILITY 17
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WASHINGTON STATE
Recreation and
Conservation Office Standard Terms and Conditions
of the Project Agreement
Project Sponsor:
Project Title:
City of Tukwila
Duwamish Gardens Restoration
Project Number: 13 -1099R
Approval Date: 12/4/2013
SECTION 1. CITATIONS, HEADINGS AND DEFINITIONS
A.
Any citations referencing specific documents refer to the current version at the date of project Agreement and /or any revisions in
the future.
B. Headings used in this Agreement are for reference purposes only and shall not be considered a substantive part of this
Agreement.
C. Definitions. As used throughout this Agreement, the following terms shall have the meaning set forth below:
acquisition -The purchase of fee or less than fee interests in real property. These interests include, but are not limited to,
conservation easements, access /trail easements, covenants, water rights, leases, and mineral rights.
Agreement - The accord accepted by all parties to the present transaction; this Agreement, any supplemental Agreements, any
amendments to this Agreement and any intergovernmental Agreements.
applicant - Any agency or organization that meets the qualifying standards, including deadlines, for submission of an application
soliciting a grant of funds from the funding Board.
application - The documents and other materials that an applicant submits to the RCO to support the applicant's request for
grant funds; this includes materials required for the "Application" in the RCO's automated project information system, and other
documents as noted on the application checklist including but not limited to legal opinions, maps, plans, evaluation presentations
and scripts.
asset - Equipment purchased by the sponsor or acquired or transferred to the sponsor for the purpose of this Agreement. This
definition is restricted to non -fixed assets, including but not limited to vehicles, computers or machinery.
cognizant or oversight agency - Federal agency responsible for ensuring compliance with federal audit requirements.
contractor - Shall mean one not in the employment of the sponsor who is performing all or part of the eligible activities for this
project under a separate Agreement with the sponsor. The term "contractor" and "contractors" means contractor(s) in any tier.
development - The construction of or work resulting in new elements, including but not limited to structures, facilities, and /or
materials to enhance outdoor recreation, salmon recovery or habitat conservation resources.
director - The chief executive officer of the Recreation and Conservation Office or that person's designee.
elements, items and worktypes - Components of the funded project as provided in the project description.
funding board - The board that authorized the funds in this Agreement, either the Recreation and Conservation Funding Board
(RCFB) created under chapter 79A.25.110 RCW, or the Salmon Recovery Funding Board (SRFB) created under chapter
77.85.110 RCW.
grantee - The organizational entity or individual to which a grant (or cooperative agreement) is awarded and signatory to the
Agreement which is responsible and accountable both for the use of the funds provided and for the performance of the
grant- supported project or activities.
landowner agreement - A landowner agreement is required between a SRFB and /or RTP project sponsor and landowner for
projects located on land not owned, or otherwise controlled, by the sponsor.
lower tier participant - refers to any sponsor receiving a federal grant through RCO. Lower tier participants also refer to any
grantee, subgrantee, or contractor of any grantee or subgrantee from the original sponsor funded by RCO.
milestone - An important event with a defined deadline for an activity related to implementation of a funded project.
period of performance - The time period specified in the Agreement, under Section D, period of performance.
project - The undertaking that is the subject of this Agreement and that is, or may be, funded in whole or in part with funds
administered by RCO on behalf of the funding board.
RCO - Recreation and Conservation Office - The state office that provides administrative support to the Recreation and
Conservation Funding Board and Salmon Recovery Funding Board. RCO includes the director and staff, created by Chapters
79A.25.110 and 79A.25.150 RCW and charged with administering this Agreement by Chapters 77.85.110 and 79A.25.240 RCW.
reimbursement - Payment of eligible and allowable costs that have already been paid by the sponsor per the terms of the
Agreement.
renovation - The activities intended to improve an existing site or structure in order to increase its service life or functions. This
does not include maintenance activities.
restoration - Bringing a site back to its original function as part of a natural ecosystem or improving the ecological functionality of
a site.
RTP - Recreational Trails Program - A federal grant program administered by RCO that allows for the development and
maintenance of backcountry trails.
secondary sponsor - one of two or more eligible organizations that sponsors a grant- funded project. Of these two sponsors,
only one - the primary sponsor - may be the fiscal agent.
sponsor - The eligible applicant who has been awarded a grant of funds and is bound by this executed Agreement; includes its
officers, employees, agents and successors.
subgrantee - The government or other legal entity to which a subgrant is awarded and which is accountable to the grantee for
the use of the funds provided.
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SECTION 2. PERFORMANCE BY THE SPONSOR
The sponsor, and secondary sponsor where applicable, shall undertake the project as described in this Agreement, post evaluation
summary, the sponsor's application, and in accordance with the sponsor's proposed goals and objectives described in the application
or documents submitted with the application, all as finally approved by the funding board. All submitted documents are incorporated
by this reference as if fully set forth herein. The Order of Precedence is covered in Section 31.
Timely completion of the project and submission of required documents, including progress and final reports, is important. Failure to
meet critical milestones or complete the project, as set out in this Agreement, is a material breach of the Agreement.
SECTION 3. ASSIGNMENT
Neither this Agreement, nor any claim arising under this Agreement, shall be transferred or assigned by the sponsor without prior
written consent of the Recreation and Conservation Office.
SECTION 4. RESPONSIBILITY FOR PROJECT
While the funding board undertakes to assist the sponsor with the project by providing a grant pursuant to this Agreement, the project
itself remains the sole responsibility of the sponsor. The funding board undertakes no responsibilities to the sponsor, a secondary
sponsor, or to any third party, other than as is expressly set out in this Agreement. The responsibility for the implementation of the
project is solely that of the sponsor, as is the responsibility for any claim or suit of any nature by any third party related in any way to
the project. When a project is sponsored by more than one entity, any and all sponsors are equally responsible for the project and all
post - completion stewardship responsibilities.
SECTION 5. INDEMNIFICATION
The sponsor shall defend, indemnify, and hold the State and its officers and employees harmless from all claims, demands, or suits at
law or equity arising in whole or in part from the actual or alleged acts, errors, omissions or negligence of, or the breach of any
obligation under this Agreement by, the sponsor or the sponsor's agents, employees, subcontractors or vendors, of any tier, or any
other persons for whom the sponsor may be legally liable.
Provided that nothing herein shall require a sponsor to defend or indemnify the State against and hold harmless the State from
claims, demands or suits based solely upon the negligence of, or breach of any obligation under this Agreement by the State, its
agents, officers, employees, subcontractors or vendors, of any tier, or any other persons for whom the State may be legally liable.
Provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the sponsor or the sponsor's
agents, employees, subcontractors or vendors, of any tier, or any other persons for whom the Sponsor is legally liable, and (b) the
State its agents, officers, employees , subcontractors and or vendors, of any tier, or any other persons for whom the State may be
legally liable, the indemnity obligation shall be valid and enforceable only to the extent of the sponsor's negligence or the negligence
of the sponsor's agents, employees, subcontractors or vendors, of any tier, or any other persons for whom the sponsor may be
legally liable.
This provision shall be included in any Agreement between sponsor and any subcontractor and vendor, of any tier.
The sponsor shall also defend, indemnify, and hold the State and its officers and employees harmless from all claims, demands, or
suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper
appropriation or use of trade secrets, patents, proprietary information, know -how, copyright rights or inventions by the sponsor or the
sponsor's agents, employees, subcontractors or vendors, of any tier, or any other persons for whom the sponsor may be legally liable,
in performance of the Work under this Agreement or arising out of any use in connection with the Agreement of methods, processes,
designs, information or other items furnished or communicated to State, its agents, officers and employees pursuant to the
Agreement; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper
appropriation or use of trade secrets, patents, proprietary information, know -how, copyright rights or inventions resulting from State's,
its agents', officers' and employees' failure to comply with specific written instructions regarding use provided to State, its agents,
officers and employees by the sponsor, its agents, employees, subcontractors or vendors, of any tier, or any other persons for whom
the sponsor may be legally liable.
The sponsor specifically assumes potential liability for actions brought by the sponsor's own employees or its agents against the State
and, solely for the purpose of this indemnification and defense, the sponsor specifically waives any immunity under the state industrial
insurance law, Title 51 RCW.
The RCO is included within the term State, as are all other agencies, departments, boards, or other entities of state government.
SECTION 6. INDEPENDENT CAPACITY OF THE SPONSOR
The sponsor and its employees or agents performing under this Agreement are not officers, employees or agents of the funding board
or RCO. The sponsor will not hold itself out as nor claim to be an officer, employee or agent of RCO, a funding board or of the state of
Washington, nor will the sponsor make any claim of right, privilege or benefit which would accrue to an employee under Chapters
41.06 or 28B RCW.
The sponsor is responsible for withholding and /or paying employment taxes, insurance, or deductions of any kind required by federal,
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state, and /or local laws.
SECTION 7. CONFLICT OF INTEREST
Notwithstanding any determination by the Executive Ethics Board or other tribunal, RCO may, in its sole discretion, by written notice to
the sponsor terminate this Agreement if it is found after due notice and examination by RCO that there is a violation of the Ethics in
Public Service Act, Chapter 42.52 RCW; or any similar statute involving the sponsor in the procurement of, or performance under, this
Agreement.
In the event this Agreement is terminated as provided above, RCO shall be entitled to pursue the same remedies against the sponsor
as it could pursue in the event of a breach of the Agreement by the sponsor. The rights and remedies of RCO provided for in this
clause shall not be exclusive and are in addition to any other rights and remedies provided by law.
SECTION 8. ACKNOWLEDGMENT AND SIGNS
A. Publications. The sponsor shall include language which acknowledges the funding contribution of the applicable grant program to
this project in any release or other publication developed or modified for, or referring to, the project during the project period and
in the future.
B. Signs. The sponsor also shall post signs or other appropriate media during the project period and in the future at project
entrances and other locations on the project which acknowledge the applicable grant program's funding contribution, unless
exempted in funding board policy or waived by the director.
C. Ceremonies. The sponsor shall notify RCO no later than two weeks before a dedication ceremony for this project. The sponsor
shall verbally acknowledge the applicable grant program's funding contribution at all dedication ceremonies.
D. Federally Funded Projects. When issuing statements, press releases, requests for proposals, bid solicitations, and other
documents describing a project funded in whole or in part with federal money provided for in this grant, sponsors shall clearly
state:
1. The percentage of the total costs of the project that is financed with federal money ;
2. The dollar amount of federal funds for the project; and
3. The percentage and dollar amount of the total costs of the project that is financed by nongovernmental sources .
SECTION 9. COMPLIANCE WITH APPLICABLE LAW
The sponsor will implement the Agreement in accordance with applicable federal, state, and local laws, regulations and RCO and
funding board policies regardless of whether the sponsor is a public or non - public organization.
The sponsor shall comply with, and RCO is not responsible for determining compliance with, any and all applicable federal, state, and
local laws, regulations, and /or policies, including, but not limited to: State Environmental Policy Act; Industrial Insurance Coverage;
Architectural Barriers Act; permits (shoreline, Hydraulics Project Approval, demolition); land use regulations (critical areas ordinances,
Growth Management Act); federal and state safety and health regulations (Occupational Safety and Health Administration/Washington
Industrial Safety and Health Act); and Buy American Act.
Endangered Species
For habitat restoration projects funded in part or whole with federal funds administered by the SRFB the sponsor shall not commence
with clearing of riparian trees or in -water work unless either the sponsor has complied with 50 CFR 223.203 (b)(8), limit 8 or until an
Endangered Species Act consultation is finalized in writing by the National Oceanic and Atmospheric Administration. Violation of this
requirement may be grounds for terminating this project Agreement. This section shall not be the basis for any enforcement
responsibility by RCO.
Nondiscrimination Laws
The sponsor shall comply with all applicable federal, state, and local nondiscrimination laws and /or policies, including but not limited
to: the Americans with Disabilities Act; Civil Rights Act; and the Age Discrimination Act. In the event of the sponsor's noncompliance or
refusal to comply with any nondiscrimination law or policy, the Agreement may be rescinded, cancelled, or terminated in whole or in
part, and the sponsor may be declared ineligible for further grant awards from the funding board. The sponsor is responsible for any
and all costs or liability arising from the sponsor's failure to so comply with applicable law.
Wages and Job Safety
The sponsor agrees to comply with all applicable laws, regulations, and policies of the United States and the State of Washington
which affect wages and job safety. The sponsor agrees when state prevailing wage laws (RCW 39.12) are applicable, to comply with
such laws, to pay the prevailing rate of wage to all workers, laborers, or mechanics employed in the performance of any part of this
contract, and to file a statement of intent to pay prevailing wage with the Washington State Department of Labor and Industries as
required by RCW 39.12.040. The sponsor also agrees to comply with the provisions of the Davis -Bacon Act, and other federal laws,
and the rules and regulations of the Washington State Department of Labor and Industries.
Archaeological and Cultural Resources
The RCO reviews all applicable projects for potential impacts to archaeological sites and state cultural resources. The
sponsor must comply with Executive Order 05 -05 or the National Historic Preservation Act before initiating ground disturbing activity.
The funding board requires documented compliance with Executive Order 05 -05 or Section 106 of the National Historic Preservation
Act, whichever is applicable to the project. If a federal agency declines to consult, the sponsor shall comply with the requirements of
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Executive Order 05 -05. In the event that archaeological or historic materials are discovered during project activities, work in the
location of discovery and immediate vicinity must stop instantly, the area must be secured, and notification must be provided to the
following: concerned Tribes' cultural staff and cultural committees, RCO, and the State Department of Archaeology and Historic
Preservation. If human remains are discovered during project activity, work in the location of discovery and immediate vicinity must
stop instantly, the area must be secured, and notification provided to the concerned Tribe's cultural staff and cultural committee, RCO,
State Department of Archaeology, the coroner and local law enforcement in the most expeditious manner possible according to RCW
68.50
Restrictions on Grant Use
No part of any funds provided under this grant shall be used, other than for normal and recognized executive - legislative relationships,
for publicity or propaganda purposes, or for the preparation, distribution, or use of any kit, pamphlet, booklet, publication, radio,
television, or video presentation designed to support or defeat legislation pending before the U.S. Congress or any state legislature.
No part of any funds provided under this grant shall be used to pay the salary or expenses of any sponsor, or agent acting for such
sponsor, related to any activity designed to influence legislation or appropriations pending before the U.S. Congress or any state
legislature.
SECTION 10. HAZARDOUS SUBSTANCES
A. Certification. The sponsor shall inspect, investigate, and conduct an environmental audit of the proposed acquisition site for the
presence of hazardous substances, as defined in Chapter 70.105D.020 (10) RCW, and certify:
1. No hazardous substances were found on the site, or
2. Any hazardous substances found have been treated and /or disposed of in compliance with applicable state and federal
laws, and the site deemed "clean."
B. Responsibility. Nothing in this provision alters the sponsor's duties and liabilities regarding hazardous substances as set forth in
Chapter 70.105D RCW.
Hold Harmless. The sponsor will defend, protect and hold harmless RCO and any and all of its employees and/or agents, from
and against any and all liability, cost (including but not limited to all costs of defense and attorneys' fees) and any and all loss of
any nature from any and all claims or suits resulting from the presence of, or the release or threatened release of, hazardous
substances on the property the sponsor is acquiring.
C.
SECTION 11. RECORDS
A. Maintenance. The sponsor shall maintain books, records, documents, data and other evidence relating to this Agreement and
performance of the services described herein, including but not limited to accounting procedures and practices which sufficiently
and properly reflect all direct and indirect costs of any nature expended in the performance of this Agreement. Sponsor shall
retain such records for a period of six years from the date RCO deems the project complete , as defined in Section 17(C) below.
If 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.
B. Access to records and data. At no additional cost, the records relating to the Agreement, including materials generated under the
Agreement, shall be subject at all reasonable times to inspection, review or audit by RCO, personnel duly authorized by RCO, the
Office of the State Auditor, and federal and state officials so authorized by law, regulation or Agreement. This includes access to
all information that supports the costs submitted for payment under the grant and all findings, conclusions, and recommendations
of the sponsor's reports, including computer models and methodology for those models.
C. Public Records. Sponsor acknowledges that the funding board is subject to chapter 42.56 RCW and that this Agreement and any
records sponsor submits or has submitted to the State shall be a public record as defined in chapter 42.56 RCW. Additionally, in
compliance with RCW 77.85.130(8), sponsor agrees to disclose any information in regards to expenditure of any funding
received from the SRFB. By submitting any record to the state sponsor understands that the State may be requested to disclose
or copy that record under the state public records law, currently codified at RCW 42.56. The sponsor warrants that it possesses
such legal rights as are necessary to permit the State to disclose and copy such document to respond to a request under state
public records laws. The Sponsor hereby agrees to release the State from any claims arising out of allowing such review or
copying pursuant to a public records act request, and to indemnify against any claims arising from allowing such review or
copying and pay the reasonable cost of state's defense of such claims.
SECTION 12. TREATMENT OF ASSETS
A. Assets shall remain in the possession of the sponsor for the duration of the project or applicable grant program. When the
sponsor discontinues use of the asset(s) for the purpose for which it was funded, RCO will require the sponsor to deliver the
asset(s) to RCO, dispose of the asset according to RCO policies, or return the fair market value of the asset(s) to RCO. Assets
shall be used only for the purpose of this Agreement, unless otherwise provided herein or approved by RCO in writing.
B. The sponsor shall be responsible for any loss or damage to assets which results from the negligence of the sponsor or which
results from the failure on the part of the sponsor to maintain and administer that asset in accordance with sound management
practices.
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SECTION 13. RIGHT OF INSPECTION
The sponsor shall provide right of access to the project to RCO, or any of its officers, or to any other authorized agent or official of the
state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance,
and /or quality assurance under this Agreement.
If a landowner agreement or other form of control and tenure has been executed, it will further stipulate and define the funding board
and RCO's right to inspect and access lands acquired or developed with funding board assistance.
SECTION 14. STEWARDSHIP AND MONITORING
Sponsor agrees to perform monitoring and stewardship functions as stated in policy documents approved by the funding boards or
RCO. Sponsor further agrees to utilize, where applicable and financially feasible, any monitoring protocols recommended by the
funding board.
SECTION 15. DEBARMENT CERTIFICATION
A. For Federally Funded Projects
By signing the Agreement with RCO, the sponsor certifies that neither it nor its principals nor any other lower tier participant are
presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this
transaction by any Federal department or agency. Further, the sponsor agrees not to enter into any arrangements or contracts
related to this Agreement with any party that is on the Office of Inspector General Suspension and Debarment List at
http:// www .gsaig.gov /index.cfm ?LinkServI D= C4C89080- D2BE- D29A- 96355D44A13E4356.
The sponsor (prospective lower tier participant) shall provide immediate written notice to RCO if at any time the prospective lower
tier participant learns that the above certification was not correct when submitted or has become erroneous by reason of changed
circumstances.
B. For State Funded Projects
By signing the Agreement with RCO, the sponsor certifies that neither it nor its principals nor any other lower tier participant are
presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this
transaction by Washington State Labor and Industries. Further, the sponsor agrees not to enter into any arrangements or
contracts related to this Agreement with any party that is on the "Contractors not Allowed to Bid on Public Works Projects" list at
http: / /www.l ni.wa.g ov/Trades Lice nsi ng /PrevWage /Awa rd i ngAgencies /DebarredContractors/
SECTION 16. PROJECT FUNDING
A. Additional Amounts. The funding board shall not be obligated to pay any amount beyond the dollar amount as identified in this
Agreement, unless an additional amount has been approved in advance by the funding board or director and incorporated by
written amendment into this Agreement.
B. Before the Agreement. No expenditure made, or obligation incurred, by the sponsor before the project start date shall be eligible
for grant funds, in whole or in part, unless specifically provided for by funding board policy, such as a waiver of retroactivity or
program specific eligible pre- Agreement costs. For reimbursements of such costs, this Agreement must be fully executed and an
original received by RCO. The dollar amounts identified in this Agreement may be reduced as necessary to exclude any such
expenditure from reimbursement.
C. After the period of performance. No expenditure made, or obligation incurred, following the period of performance shall be
eligible, in whole or in part, for grant funds hereunder. In addition to any remedy the funding board may have under this
Agreement, the grant amounts identified in this Agreement shall be reduced to exclude any such expenditure from participation.
D. Disclosure notice. Projects funded with state Salmon Recovery Funding Board and Puget Sound Acquisition and Restoration
money may be used by RCO, the Puget Sound Partnership or Northwest Indian Fisheries Commission as match to one of the
following federal assistance agreements: 1) United States Department of Commerce Catalog of Federal Domestic Assistance
Number 11.438, or 2) United State Environmental Protection Agency Catalog of Federal Domestic Assistance Numbers 66.123
and 66.456.
SECTION 17. PROJECT REIMBURSEMENTS
A. This contract is administered on a reimbursement basis. The sponsors may only request reimbursement after eligible and
allowable costs have already been paid by the sponsor and remitted to their vendors. RCO will then reimburse the sponsor for
those costs based upon RCO's percentage as defined in Section F of the Project Agreement of the amount billed to RCO. RCO
does not reimburse for donations which the sponsor may use as part of its percentage. All reimbursement requests must include
proper documentation of expenditures as required by RCO.
B.
Compliance and Payment. The obligation of RCO to pay any amount(s) under this Agreement is expressly conditioned on strict
compliance with the terms of this Agreement by the sponsor.
C. Compliance and Retainage. RCO reserves the right to withhold disbursement of up to the final ten percent (10 %) of the total
amount of the grant to the sponsor until the project has been completed. A project is considered "complete" when:
1. All approved or required activities outlined in the Agreement are done;
2. On -site signs are in place (if applicable);
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3. A final project report is submitted to and accepted by RCO;
4. Any other required documents are complete and submitted to RCO;
5. Afinal reimbursement request is submitted to RCO;
6. The completed project has been accepted by RCO;
7. Final amendments have been processed; and
8. Fiscal transactions are complete.
9. RCO has accepted a final boundary map, if required for the project, for which the Agreement terms will apply in the future.
D. Reimbursement Request Frequency. Sponsors are encouraged to send RCO a reimbursement request at least quarterly.
Sponsors are required to submit a reimbursement request to RCO, at a minimum for each project at least once a year for
reimbursable activities occurring between July 1 and June 30. Sponsors must refer to the most recently published /adopted RCO
policies and procedures regarding reimbursement requirements.
SECTION 18. ADVANCE PAYMENTS
Advance payments of or in anticipation of goods or services to be provided under this Agreement are limited to grants approved by
the SRFB and must comply with SRFB policy. See WAC 420 -12 -060 (5).
SECTION 19. RECOVERY OF PAYMENTS
In the event that the sponsor fails to expend funds under this Agreement in accordance with state and federal laws, and /or the
provisions of the Agreement, or meet its percentage of the project total, RCO reserves the right to recover grant award funds in the
amount equivalent to the extent of noncompliance in addition to any other remedies available at law or in equity.
The sponsor shall reimburse RCO for any overpayment or erroneous payments made under the Agreement. Repayment by the
sponsor of such funds under this recovery provision shall occur within 30 days of demand by RCO. Interest shall accrue at the rate of
twelve percent (12 %) per annum from the time that payment becomes due and owing.
SECTION 20. COVENANT AGAINST CONTINGENT FEES
The sponsor warrants that no person or selling agent has been employed or retained to solicit or secure this Agreement on an
Agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide
established agents maintained by the sponsor for the purpose of securing business. RCO shall have the right, in the event of breach
of this clause by the sponsor, to terminate this Agreement without liability or, in its discretion, to deduct from the Agreement grant
amount or consideration or recover by other means the full amount of such commission, percentage, brokerage or contingent fee.
SECTION 21. PROVISIONS APPLYING TO DEVELOPMENT, RENOVATION AND RESTORATION PROJECTS
The following provisions shall be in force only if the project described in this Agreement is for development, renovation and restoration
of land or facilities for outdoor recreation, habitat conservation, or salmon recovery:
A.
B.
C.
D.
Document Review and Approval. The sponsor agrees to submit one copy of all development, renovation, restoration or
construction plans and specifications to RCO for review prior to implementation. Review and approval by RCO will be for
compliance with the terms of this Agreement.
Contracts for Development, Renovation, or Restoration. Sponsors must have a procurement process that follows applicable state
and /or required federal procurement principles. If no such process exists the sponsor must follow these minimum procedures:
(1) publish a notice to the public requesting bids /proposals for the project (2) specify in the notice the date for submittal of
bids /proposals (3)specify in the notice the general procedure and criteria for selection; and (4) comply with the same legal
standards regarding unlawful discrimination based upon race, ethnicity, sex, or sex - orientation that are applicable to state
agencies in selecting a bidder or proposer. This procedure creates no rights for the benefit of third parties, including any
proposers, and may not be enforced or subject to review of any kind or manner by any other entity other than the RCO.
Sponsors may be required to certify to the RCO that they have followed any applicable state and /or federal procedures or the
above minimum procedure where state or federal procedures do not apply.
Contract Change Order. Only change orders that impact the amount of funding or changes to the scope of the project as
described to and approved by the funding board or RCO must receive prior written approval.
Control and Tenure. The sponsor must provide documentation that shows appropriate tenure (landowner agreement, long term
lease, easement, or fee simple ownership) for the land proposed for development, renovation or restoration. The documentation
must meet current RCO requirements.
E. Nondiscrimination. Except where a nondiscrimination clause required by a federal funding agency is used, the sponsor shall
insert the following nondiscrimination clause in each contract for construction of this project:
"During the performance of this contract, the contractor agrees to comply with all
federal and state nondiscrimination laws, regulations and policies."
F. Use of Best Management Practices. Project sponsors are encouraged to use best management practices developed as part of
the Washington State Aquatic Habitat Guidelines (AHG) Program. The best management practices are described in three
documents: "Stream Habitat Restoration Guidelines: Final Draft ", 2004; "Design of Road Culverts for Fish Passage ", 2003; and
"Integrated Streambank Protection Guidelines ", 2002. These documents and other information can be found on the AHG website.
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SECTION 22. PROVISIONS APPLYING TO ACQUISITION PROJECTS
The following provisions shall be in force only if the project described in this Agreement is for the acquisition of interest in real property
(including easements) for outdoor recreation, habitat conservation, salmon recovery purposes, or farmland preservation:
A.
B.
C.
Evidence of Land Value. Before disbursement of funds by RCO as provided under this Agreement, the sponsor agrees to supply
documentation acceptable to RCO that the cost of the property rights acquired has been established according to funding board
policy.
Evidence of Title. The sponsor agrees to provide documentation that shows the type of ownership interest for the property that
has been acquired. This shall be done before any payment of financial assistance.
Legal Description of Real Property Rights Acquired. The legal description of the real property rights purchased with funding
assistance provided through this project Agreement (and protected by a recorded conveyance of rights to the State of
Washington) shall be incorporated into the Agreement before final payment.
D. Conveyance of Rights to the State of Washington. Document securing long -term rights for the State of Washington. When real
property rights (both fee simple and lesser interests) are acquired, the sponsor agrees to execute an appropriate document
conveying certain rights and responsibilities to RCO, on behalf of the State of Washington. These documents include a Deed of
Right, Assignment of Rights, Easements and /or Leases. The sponsor agrees to use document language provided by RCO, to
record the executed document in the County where the real property lies, and to provide a copy of the recorded document to
RCO. The document required will vary depending on the project type, the real property rights being acquired and whether or not
those rights are being acquired in perpetuity.
1. Deed of Right. The Deed of Right conveys to the people of the state of Washington the right to preserve, protect, and /or
use the property for public purposes consistent with the fund source. Sponsors shall use this document when acquiring real
property rights that include the underlying land. This document may also be applicable for those easements where the
sponsor has acquired a perpetual easement for public purposes.
2. Assignment of Rights. The Assignment of Rights document transfers certain rights such as access and enforcement to
RCO. Sponsors shall use this document when an easement or lease is being acquired for habitat conservation or salmon
recovery purposes. The Assignment of Rights requires the signature of the underlying landowner and must be incorporated
by reference in the easement document.
3. Easements and Leases. The sponsor may incorporate required language from the Deed of Right or Assignment of Rights
directly into the easement or lease document, thereby eliminating the requirement for a separate document. Language will
depend on the situation; sponsor must obtain RCO approval on the draft language prior to executing the easement or lease.
E.
F.
Real Property Acquisition and Relocation Assistance
1. When federal funds are part of this Agreement, the Sponsor agrees to comply with the terms and conditions of the Uniform
Relocation Assistance and Real Property Acquisition Policies Act of 1970, 84 Stat. 1894 (1970) -- Public Law 91 -646, as
amended by the Surface Transportation and Uniform Relocation Assistance Act, PL 100 -17 -1987, and applicable regulations
and procedures of the federal agency implementing that Act.
2. When state funds are part of this Agreement, the sponsor agrees to comply with the terms and conditions of the Uniform
Relocation Assistance and Real Property Acquisition Policy of the State of Washington, Chapter 8.26 RCW, and Chapter
468 -100 WAC.
3. Housing and Relocation. In the event that housing and relocation costs, as required by federal law set out in subsection (1)
above and /or state law set out in subsection (2) above, are involved in the execution of this project, the sponsor agrees to
provide any housing and relocation assistance required.
Buildings and Structures. In general, grant funds are to be used for outdoor recreation, habitat conservation, or salmon recovery.
Sponsors agree to remove or demolish ineligible structures. Sponsors must consult RCO regarding compliance with section 9 -
Archaeological and Cultural Resources before structures are removed or demolished.
SECTION 23. RESTRICTION ON CONVERSION OF REAL PROPERTY AND /OR FACILITIES TO OTHER USES
The sponsor shall not at any time convert any real property or facility acquired, developed, renovated, and /or restored pursuant to this
Agreement to uses other than those purposes for which funds were approved without prior approval of the funding board in
compliance with applicable statutes, rules, and funding board policies. It is the intent of the funding board's conversion policy, current
or as amended in the future, that all real property or facilities acquired, developed, renovated, and /or restored with funding assistance
remain in the public domain in perpetuity unless otherwise identified in the Agreement or as approved by the funding board.
Determination of whether a conversion has occurred shall be based upon applicable law and RCFB /SRFB policies.
For acquisition projects that are term limited, such as one involving a lease or a term- limited restoration, renovation, or development
project or easement, this restriction on conversion shall apply only for the length of the term, unless otherwise provided in written
documents or required by applicable state or federal law. In such case, the restriction applies to such projects for the length of the
term specified by the lease, easement, deed, or landowner agreement.
When a conversion has been determined to have occurred, the sponsor is required to remedy the conversion per established funding
board policies.
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SECTION 24. CONSTRUCTION, OPERATION, USE AND MAINTENANCE OF ASSISTED PROJECTS
For acquisition, development, renovation and restoration projects, sponsors must ensure that properties or facilities assisted with
funding board funds, including undeveloped sites, are built, operated, used, and maintained:
A. According to applicable federal, state, and local laws and regulations, including public health standards and building codes.
B. In a reasonably safe condition for the project's intended use.
C. Throughout its estimated life so as to prevent undue deterioration.
D. In compliance with all federal and state nondiscrimination laws, regulations and policies.
For acquisition, development, renovation and restoration projects, facilities open and accessible to the general public must:
E. Be constructed and maintained to meet or exceed the minimum requirements of the most current local or state codes, Uniform
Federal Accessibility Standards, guidelines, or rules, including but not limited to: the International Building Code, the Americans
with Disabilities Act, and the Architectural Barriers Act, as updated.
F. Appear attractive and inviting to the public except for brief installation, construction, or maintenance periods.
G. Be available for use by the general public without reservation at reasonable hours and times of the year, according to the type of
area or facility.
SECTION 25. INCOME AND INCOME USE
A.
Income.
1. Compatible source. The source of any income generated in a funded project or project area must be compatible with the
funding source and the Agreement.
2. Fees. User and /or other fees may be charged in connection with land acquired or facilities developed with funding board
grants if the fees are consistent with the:
(a) Value of any service(s) furnished;
(b) Value of any opportunities furnished; and
(c) Prevailing range of public fees in the state for the activity involved.
Excepted are Firearms and Archery Range Recreation Program safety classes (firearm and /or hunter) for which a
facility /range fee must not be charged (Chapter 79A.25.210 RCW).
B. Income use. Regardless of whether income or fees in a project work site (including entrance, utility corridor permit, cattle grazing,
timber harvesting, farming, etc.) are gained during or after the reimbursement period cited in the Agreement, unless precluded by
state or federal law, the revenue may only be used to offset:
1. The sponsor's matching funds;
2. The project's total cost;
3. The expense of operation, maintenance, stewardship, monitoring, and /or repair of the facility or program assisted by the
funding board grant;
4. The expense of operation, maintenance, stewardship, monitoring, and /or repair of other similar units in the sponsor's
system; and /or
5. Capital expenses for similar acquisition and /or development.
SECTION 26. PREFERENCES FOR RESIDENTS
Sponsors shall not express a preference for users of grant assisted projects on the basis of residence (including preferential
reservation, membership, and /or permit systems) except that reasonable differences in admission and other fees may be maintained
on the basis of residence. Even so, the funding board discourages the imposition of differential fees. Fees for nonresidents must not
exceed twice the fee imposed on residents. Where there is no fee for residents but a fee is charged to nonresidents, the nonresident
fee shall not exceed the amount that would be imposed on residents at comparable state or local public facilities.
SECTION 27. PROVISIONS RELATED TO CORPORATE (INCLUDING NONPROFIT) SPONSORS
A corporate sponsor, including any nonprofit sponsor, shall:
A. Maintain corporate status with the state, including registering with the Washington Secretary of State's office, throughout the
sponsor's obligation to the project as identified in the Agreement.
B. Notify RCO prior to corporate dissolution. Within 30 days of dissolution the sponsor shall name a qualified successor that will
agree in writing to assume any on -going project responsibilities. A qualified successor is any party eligible to apply for funds in
the subject grant program and capable of complying with the terms and conditions of this Agreement. RCO will process an
amendment transferring the sponsor's obligation to the qualified successor if requirements are met.
C. Sites or facilities open to the public may not require exclusive use, (e.g., members only).
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SECTION 28. LIABILITY INSURANCE REQUIREMENTS FOR FIREARMS AND ARCHERY RANGE SPONSORS
A. The sponsor of a firearms or archery range recreation project shall procure an endorsement, or other addition, to liability
insurance it may currently carry, or shall procure a new policy of liability insurance, in a total coverage amount the sponsor
deems adequate to ensure it will have resources to pay successful claims of persons who may be killed or injured, or suffer
damage to property, while present at the range facility to which this grant is related, or by reason of being in the vicinity of that
facility; provided that the coverage shall be at least one million dollars ($1,000,000) for the death of, or injury to, each person.
B. The liability insurance policy, including any endorsement or addition, shall name Washington State, the funding board, and RCO
as additional insured and shall be in a form approved by the funding board or director.
C. The policy, endorsement or other addition, or a similar liability insurance policy meeting the requirements of this section, shall be
kept in force throughout the sponsor's obligation to the project as identified in this Agreement.
D. The policy, as modified by any endorsement or other addition, shall provide that the issuing company shall give written notice to
RCO not less than thirty (30) calendar days in advance of any cancellation of the policy by the insurer, and within ten (10)
calendar days following any termination of the policy by the sponsor.
E. The requirement of Subsection A through D above shall not apply if the sponsor is a federal, state, or municipal government
which has established a program of self- insurance or a policy of self - insurance with respect to claims arising from its facilities or
activities generally, including such facilities as firearms or archery ranges, when the applicant declares and describes that
program or policy as a part of its application to the funding board.
By this requirement, the funding board and RCO does not assume any duty to any individual person with respect to death, injury,
or damage to property which that person may suffer while present at, or in the vicinity of, the facility to which this grant relates.
Any such person, or any other person making claims based on such death, injury, or damage, must look to the sponsor, or
others, for any and all remedies that may be available by law.
F.
SECTION 29. REQUIREMENTS OF THE NATIONAL PARK SERVICE
If the project has been approved by the National Park Service, US Department of the Interior, for funding assistance from the federal
Land and Water Conservation Fund (LWCF), the "Project Agreement General Provisions" in the LWCF State Assistance Program
Federal Financial Assistance Manual are also made part of this Agreement. The sponsor shall abide by these LWCF General
Provisions, in addition to this Agreement, as they now exist or are hereafter amended. Further, the sponsor agrees to provide RCO
with reports or documents needed to meet the requirements of the LWCF General Provisions.
SECTION 30. FARMLAND PRESERVATION ACCOUNT
For projects funded through the Washington Wildlife and Recreation Program Farmland Preservation Account, the following sections
will not apply if covered separately in a recorded RCO approved Agricultural Conservation Easement.
• Section 8 - Acknowledgement and Signs,
• Section 10 - Hazardous Substances,
Section 14 - Stewardship and Monitoring
• Section 22 - Provisions Applying to Acquisition Projects, Sub - sections F and G.
• Section 23 - Restriction on Conversion of Real Property and /or Facilities to Other Uses,
Section 24 - Construction, Operation, Use and Maintenance of Assisted Projects, Sub - sections E, F, G, and
Section 25 - Income and Income Use
SECTION 31. ORDER OF PRECEDENCE
This Agreement is entered into, pursuant to, and under the authority granted by applicable federal and state laws. The provisions of
the Agreement shall be construed to conform to those laws. In the event of an inconsistency in the terms of this Agreement, or
between its terms and any applicable statute, rule, or policy or procedure, the inconsistency shall be resolved by giving precedence in
the following order:
A.
Applicable federal and /or state statutes, regulations, policies and procedures including RCO /funding board policies and
procedures, applicable federal Office of Management and Budget (OMB) circulars and federal and state executive orders;
B. Project agreement including attachments;
C. Special Conditions;
D. Standard Terms and Conditions of the Project Agreement.
SECTION 32. AMENDMENTS
Amendments to this Agreement shall be binding only if in writing and signed by personnel authorized to bind each of the parties
except period of performance extensions and minor scope adjustments need only be signed by RCO's director or designee.
SECTION 33. LIMITATION OF AUTHORITY
Only RCO or RCO's delegate by writing (delegation to be made prior to action) shall have the express, implied, or apparent authority
to alter, amend, modify, or waive any clause or condition of this Agreement. Furthermore, any alteration, amendment, modification, or
waiver of any clause or condition of this Agreement is not effective or binding unless made in writing and signed by RCO.
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17
SECTION 34. WAIVER OF DEFAULT
Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver or breach of any provision of the
Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of
the terms of the Agreement unless stated to be such in writing, signed by the director, or the director's designee, and attached to the
original Agreement.
SECTION 35. APPLICATION REPRESENTATIONS -- MISREPRESENTATIONS OR INACCURACY OR BREACH
The funding board and RCO rely on the sponsor's application in making its determinations as to eligibility for, selection for, and scope
of, funding grants. Any misrepresentation, error or inaccuracy in any part of the application may be deemed a breach of this
Agreement.
SECTION 36. SPECIFIC PERFORMANCE
The funding board and RCO may enforce this Agreement by the remedy of specific performance, which usually will mean completion
of the project as described in this Agreement. However, the remedy of specific performance shall not be the sole or exclusive remedy
available to RCO. No remedy available to the funding board or RCO shall be deemed exclusive. The funding board or RCO may elect
to exercise any, a combination of, or all of the remedies available to it under this Agreement, or under any provision of law, common
law, or equity.
SECTION 37. TERMINATION
The funding board and RCO will require strict compliance by the sponsor with all the terms of this Agreement including, but not limited
to, the requirements of the applicable statutes, rules and all funding board and RCO policies, and with the representations of the
sponsor in its application for a grant as finally approved by the funding board
A.
B.
C.
For Cause. The funding board or the director may suspend or terminate the obligation to provide funding to the sponsor under
this Agreement:
i. In the event of any breach by the sponsor of any of the sponsor's obligations under this Agreement; or
ii. If the sponsor fails to make progress satisfactory to the funding board or director toward completion of the project by the
completion date set out in this Agreement. Included in progress is adherence to milestones and other defined deadlines
In the event this Agreement is terminated by the funding board or director, under this section or any other section after any
portion of the grant amount has been paid to the sponsor under this Agreement, the funding board or director may require that
any amount paid be repaid to RCO for redeposit into the account from which the funds were derived.
Non Availability of Funds. The obligation of the RCO to make payments is contingent on the availability of state and federal funds
through legislative appropriation and state allotment. If amounts sufficient to fund the grant made under this Agreement are not
appropriated to RCO for expenditure for this Agreement in any biennial fiscal period, RCO shall not be obligated to pay any
remaining unpaid portion of this grant unless and until the necessary action by the Legislature or the Office of Financial
Management occurs. If RCO participation is suspended under this section for a continuous period of one year, RCO's obligation
to provide any future funding under this Agreement shall terminate. Termination of the Agreement under this section is not
subject to appeal by the sponsor.
For Convenience. Except as otherwise provided in this Agreement, RCO may, by ten (10) days written notice, beginning on the
second day after the mailing, terminate this Agreement, in whole or in part. If this Agreement is so terminated, RCO shall be liable
only for payment required under the terms of this Agreement for services rendered or goods delivered prior to the effective date of
termination.
SECTION 38. DISPUTE HEARING
Except as may otherwise be provided in this Agreement, when a dispute arises between the sponsor and the funding board, which
cannot be resolved, either party may request a dispute hearing according to the process set out in this section. Either party's request
for a dispute hearing must be in writing and clearly state:
A. The disputed issues;
B. The relative positions of the parties;
C. The sponsor's name, address, project title, and the assigned project number.
In order for this section to apply to the resolution of any specific dispute or disputes, the other party must agree in writing that the
procedure under this section shall be used to resolve those specific issues. The dispute shall be heard by a panel of three persons
consisting of one person chosen by the sponsor, one person chosen by the director, and a third person chosen by the two persons
initially appointed. If a third person cannot be agreed on, the third person shall be chosen by the funding board's chair.
Any hearing under this section shall be informal, with the specific processes to be determined by the disputes panel according to the
nature and complexity of the issues involved. The process may be solely based on written material if the parties so agree. The
disputes panel shall be governed by the provisions of this Agreement in deciding the disputes.
The parties shall be bound by the decision of the disputes panel, unless the remedy directed by that panel shall be without the
authority of either or both parties to perform, as necessary, or is otherwise unlawful.
Request for a disputes hearing under this section by either party shall be delivered or mailed to the other party. The request shall be
delivered or mailed within thirty (30) days of the date the requesting party has received notice of the action or position of the other
PSAR Project Agreement - RCO #13 -1099R
Chapter 77.85 RCW, Chapter 420 WAC
PROJAGR.RPT
18
Salmon Funding Accounts
Page 16 of 17
party which it wishes to dispute. The written Agreement to use the process under this section for resolution of those issues shall be
delivered or mailed by the receiving party to the requesting party within thirty (30) days of receipt by the receiving party of the request.
All costs associated with the implementation of this process shall be shared equally by the parties.
SECTION 39. ATTORNEYS' FEES
In the event of litigation or other action brought to enforce contract terms, each party agrees to bear its own attorney fees and costs.
SECTION 40. GOVERNING LAWNENUE
This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington. In the event of a lawsuit
involving this Agreement, venue shall be in Thurston County Superior Court if legally proper; otherwise venue shall be in a county
where the project is situated. The sponsor, by execution of this Agreement acknowledges the jurisdiction of the courts of the State of
Washington.
In the cases where this Agreement is between the funding board and a federally recognized Indian Tribe, the following governing
law /venue applies:
A.
B.
Notwithstanding the above venue provision, if the State of Washington intends to initiate a lawsuit against a federally recognized
Indian tribe relating to the performance, breach or enforcement of this Agreement, it shall so notify the Tribe. If the Tribe believes
that a good faith basis exists for subject matter jurisdiction of such a lawsuit in federal court, the Tribe shall so notify the State
within five days of receipt of such notice and state the basis for such jurisdiction. If the Tribe so notifies the State, the State shall
bring such lawsuit in federal court; otherwise the State may sue the Tribe in the Thurston County Superior Court. Interpretation of
the Agreement shall be according to applicable State law, except to the extent preempted by federal or tribal law. In the event
suit is brought in federal court and the federal court determines that it lacks subject matter jurisdiction to resolve the dispute
between the State and Tribal Party, then the parties agree to venue in Thurston County Superior Court.
Any judicial award, determination, order, decree or other relief, whether in law or equity or otherwise, resulting from such a
lawsuit shall be binding and enforceable on the parties. Any money judgment or award against a Tribe, tribal officers and
members, or the State of Washington and its officers and employees may exceed the amount provided for in Section F- Project
Funding of the Agreement in order to satisfy the judgment.
C. The Tribe hereby waives its sovereign immunity for suit in state court for the limited purpose of allowing the State to bring such
actions as it determines necessary to give effect to this section and to the enforcement of any judgment relating to the
performance or breach of this Agreement. This waiver is not for the benefit of any third party and shall not be enforceable by any
third party or by any assignee of the parties. In any enforcement action, the parties shall bear their own enforcement costs,
including attorneys' fees.
For purposes of this provision, the State includes the RCO and any other state agencies that may be assigned or otherwise obtain the
right of the RCO to enforce this Agreement.
SECTION 41. SEVERABILITY
The provisions of this Agreement are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever,
such illegality or invalidity shall not affect the validity of the remainder of the Agreement.
PSAR Project Agreement - RCO #13 -1099R
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Page 17 of 17
19
20
Project Number:
Project Name:
Sponsor:
Project Manager:
Milestone Report By Project
13 -1099 R
Duwamish Gardens Restoration
Tukwila City of
Elizabeth Butler
X
X
!
I
Milestone
Applied for Permits
Target Date
06/03/2013
Comments /Description
X
Project Start
12/05/2013
I
Cultural Resources Complete
07/01/2014
Permits Complete
07/01/2014
I
Final Design to RCO
07/31/2014
Attach final design as described in
Manual 18 Appendix D -3 and design
report to PRISM.
Landowner Agreement to RCO
08/01/2014
DNR Right of Entry.
Bid Awarded /Contractor Hired
08/01/2014
Restoration Started
09/01/2014
Progress Report Submitted
10/01/2014
Annual Project Billing
12/31/2014
Progress Report Submitted
02/28/2015
Progress Report Submitted
06/30/2015
Progress Report Submitted
12/31/2015
Stewardship Plan to RCO
02/01/2016
Progress Report Submitted
06/30/2016
RCO Final Inspection
12/01/2016
Funding Acknowl Sign Posted
12/01/2016
Restoration Complete
12/01/2016
I
Final Design to RCO
12/30/2016
As Builts As described in Appendix D-4.
I
Progress Report Submitted
12/31/2016
Final Report in PRISM
06/30/2017
I
Agreement End Date
06/30/2017
End of Agreement; all expenditures
must be incurred by this date.
Final Billing to RCO
08/30/2017
X = Milestone Complete
1 = Critical Milestone
1MILESTO.RPT
May 20, 2014
Page: 1
21
Project Sponsor:
Project Title:
Program:
Eligible Scope Activities
City of Tukwila
Duwamish Gardens Restoration
Puget Sound Acq. & Restoration
Project Number: 13 -1099
Project Type: Restoration
Approval: 12/4/2013
Restoration Metrics
Worksite #1, Duwamish Gardens
Targeted salmonid ESU /DPS:
Targeted species (non -ESU species):
Project Identified In a Plan or Watershed Assessment:
Type Of Monitoring:
Estuarine / Nearshore Project
Total Amount Of Estuarine / Nearshore Acres Treated:
Creation of new estuarine area
Acres of Estuary Created:
Estuarine planting or native plant establishment.
Acres of Estuarine planting or native plant establishment:
Exclusion devices
Acres Treated with exclusion devices:
Regrading of slope
Acres of Estuary Treated through slope regrading:
Removal of existing fill material
Acres of Estuary Treated through fill material removal:
General restoration activities
Restoration fencing and gates
Number of gates:
Linear feet of fencing:
Utility relocation / reconnection
Utilities relocated / reconnected:
ELIGREIM.RPT
22
May 20, 2014
Chinook Salmon -Puget Sound ESU,
Chum Salmon -Puget Sound /Strait of
Georgia ESU, Coho Salmon -Puget
Sound /Strait of Georgia ESU, Pink
Salmon -Odd year ESU,
Steelhead -Puget Sound DPS
Bull Trout, Cutthroat, Rainbow, Searun
Cutthroat
Green /Duwamish and Central Puget
Sound Watershed Resource Inventory
Area 9 (WRIA 9) Steering Committee,
August 2005. Salmon Habitat Plan -
Making Our Watershed Fit fora King.
Prepared for the WRIA 9 Forum. King
County, 201 S. Jackson St., Suite 600,
Seattle, WA, 98104.
Implementation Monitoring
0.9
0.9
1.2
0.5
0.9
0.9
0
800
Communication, Power, Sewer, Storm
sewer, Water
Page: 1
ATTACHMENT A
EPA PROVISIONS FOR PSAR PROJECTS
The sponsor, and secondary sponsor where applicable, agrees to the following terms and conditions in addition to
the RCO Standard Terms and Conditions.
Cost Principles /Indirect Costs for State Agencies
Sponsor agrees to comply with the cost principles of the below listed federal regulations, to the extent they apply
to the sponsor.
• 2 CFR 225 (A -87) for State, Local, and Indian Tribal Governments
• 2 CFR 220 (A -21) for Educational Institutions
• 2 CFR Part 230 (A -122) for Non - Profit Organizations
An electronic copy of all the circulars and applicable CFR's may be obtained via the Office of Management and
Budget (OMB) Home Web page at: http: / /www.gpoaccess.gov /cfr/
Unless otherwise indicated, the cost principles apply to the use of funds provided under this agreement and in-
kind matching donations. The applicability of the cost principles depends on the type of organization incurring the
costs.
Audit Requirements
In accordance with OMB Circular A -133, which implements the Single Audit Act, the sponsor hereby agrees to
obtain a single audit from an independent auditor, if it expends $500,000 or more in total Federal funds in any
fiscal year. Within nine months after the end of a sponsor's fiscal year or 30 days after receiving the report from
the auditor, the sponsor shall submit the SF -SAC and a Single Audit Report Package. The sponsor MUST submit
the SF -SAC and a Single Audit Report Package, using the Federal Audit Clearinghouse's Internet Data Entry
System.
For complete information on how to accomplish the single audit submissions, you will need to visit the Federal
Audit Clearinghouse Web site: http : / /harvester.census.gov /fac /.
A copy of OBM Circular A -133 can be obtained at:
http: / /www.whitehouse.gov/ sites /default /files /omb /assets /a1331a133 revised 2007.pdf.
CREDIT AND ACKNOWLEDGEMENT
In addition to Section 8 of the Standard Terms and Conditions, materials produced must display both the
Environmental Protection Agency (EPA) and Puget Sound Partnership (PSP) logos and the following credit line:
"This project has been funded wholly or in part by the United States Environmental Protection Agency. The
contents of this document do not necessarily reflect the views and policies of the Environmental Protection
Agency, nor does mention of trade names or commercial products constitute endorsement or recommendation for
use." This requirement is for the life of the product, whether during or after the Agreement period of performance.
Hotel Motel Fire Safety Act
Sponsor agrees to ensure that all conference, meeting, convention, or training space funded in whole or part with
federal funds, complies with the federal Hotel and Motel Fire Safety Act of 1990. Sponsors may search the Hotel -
Motel List @ http: / /www.usfa.dhs.gov /applications /hotel to see if a property is in compliance or to find other
information about the Act.
Drug Free Workplace Certification
For the duration of this agreement, the sponsor agrees to comply with the drug free provisions set forth in Title 40
CFR 36.200.
Management Fees
Management fees or similar charges in excess of the direct costs and approved indirect rates are not allowable.
The term "management fees or similar charges" refers to the expenses added to direct costs in order to
accumulate and reserve funds for ongoing business expenses, unforeseen liabilities or for other similar costs
December 10, 2013 Page 1 of 4
23
ATTACHMENT A
which are not allowable. Management fees or similar charges may not be used to improve or expand the project
funded under this agreement, except for the extent authorized as a direct cost of carrying out the scope of work.
Trafficking in Persons and Trafficking Victim Protection Act of 2000 (TVPA)
If the sponsor of this grant is a private entity, you must notify EPA immediately if you receive information that your
employees, subcontractors under this award, and subcontractor's employees engage in severe forms of
trafficking in persons during the period of time that this award is in effect; procure a commercial sex act during the
time that the award is in effect; or use forced labor in the performance of the award or subawards under the
award.
Lobbying
Sponsor agrees to comply with Title 40 CFR Part 34, New Restrictions on Lobbying. Sponsor shall include the
language of this provision in award documents for all sub - awards exceeding $100,000, and require that sub -
awardees submit certification and disclosure forms accordingly.
In accordance with the Byrd Anti - Lobbying Amendment, any sponsor who makes a prohibited expenditure under
Title 40 CFR Part 34 or fails to file the required certification or lobbying forms shall be subject to a civil penalty of
not less than $10,000 and not more than $100,000 for each expenditure.
All contracts awarded by sponsor shall contain, when applicable, the anti - lobbying provisions as stipulated in the
Appendix at Title 40 CFR Part 30.
Pursuant to Section 18 of the Lobbying Disclosure Act, sponsor affirms that it is not a non - profit organization
described in Section 501(c)(4) of the Internal Revenue Code of 1986; or that it is a non - profit organization
described in Section 501(c)(4) of the Code but does not and will not engage in lobbying activities as defined in
Section 3 of the Lobbying Disclosure Act.
Reimbursement Limitation
If the sponsor expends more than the amount of RCO funding in this agreement in anticipation of receiving
additional funds from RCO, it does so at its own risk. RCOP is not legally obligated to reimburse the sponsor for
costs incurred in excess of the RCO approved budget.
Disadvantaged Business Enterprise Requirements
Sponsor agrees to comply with the requirements of EPA's Utilization of Small, Minority and Women's Business
Enterprises in procurements made under this award.
MINORITY AND WOMEN'S BUSINESS PARTICIPATION
Sponsor agrees to solicit and recruit, to the maximum extent possible, certified minority owned (MBE) and women
owned (WBE) businesses in purchases and contracts initiated after the effective date of this Agreement.
These goals are expressed as a percentage of the total dollars available for the purchase or Agreement and are
as follows:
Purchased Goods 8% MBE 4% WBE
Purchased Services 10% MBE 4% WBE
Professional Services 10% MBE 4% WBE
Meeting these goals is voluntary and no Agreement award or rejection shall be made based on achievement or
non - achievement of the goals. Achievement of the goals is encouraged, however, and sponsor and ALL
prospective bidders or persons submitting qualifications shall take the following affirmative steps in any
procurement initiated after the effective date of this Agreement:
1. Include qualified minority and women's businesses on solicitation lists.
2. Assure that qualified minority and women's business are solicited whenever they are potential
sources of services or supplies.
3. Divide the total requirements, when economically feasible, into smaller tasks or quantities, to permit
maximum participation by qualified minority and women's businesses.
December 10, 2013 Page 2 of 4
24
ATTACHMENT A
4. Establish delivery schedules, where work requirements permit, which will encourage participation of
qualified minority and women's businesses.
5. Use the services and assistance of the State Office of Minority and Women's Business Enterprises
(OMWBE) and the Office of Minority Business Enterprises of the U.S. Department of Commerce, as
appropriate.
MBE/WBE REPORTING
The sponsor agrees to complete and submit EPA Form 5700 -52A "MBE/WBE Utilization Under Federal Grants,
Cooperative Agreemetns and Interagency Agreements" beginning with the Federal Fiscal Year reporting period
the sponsor receives the award and continuing until the project is completed. Only procurements with certified
MBE/WBEs are counted towards a sponsor's MBE/WBE Accomplishments. The reports must be submitted
annually for the period ending September 30th for:
40 CFR Part 30 (Non- Profits and Institutions of Higher Education)
40 CFR Part 35 (Subpart A and Subpart B Recipients)
The reports are due within 15 days of the end of the annual reporting period (October 15th). Reports should be
sent to the PSP Fiscal Office, 326 East D Street, Tacoma, WA 98421.
EPA Form 5700 -52A may be obtained at: http: / /www.epa.dov /osbp /pdfs /5700 52a.pdf
SIX GOOD FAITH EFFORTS, 40 CFR, Part 33, Subpart C
Pursuant to 40 CFR, Section 33.301, the sponsor agrees to make the following good faith efforts whenever
procuring construction, equipment, services and supplies under an EPA financial assistance agreement, and to
ensure that sponsors, and contractors also comply. Records documenting compliance with the six good faith
efforts shall be retained:
(a) Ensure Disadvantaged Business Enterprise (DBEs) are made aware of contracting opportunities to the
fullest extent practicable through outreach and recruitment activities. For Indian Tribal, State and Local
and Government sponsors, this will include placing DBEs on solicitation lists and soliciting them
whenever they are potential sources.
(b) Make information on forthcoming opportunities available to DBEs and arrange time frames for contracts
and establish delivery schedules, where the requirements permit, in a way that encourages and facilitates
participation by DBEs in the competitive process. This includes, whenever possible, posting solicitations
for bids or proposals for a minimum of 30 calendar days before the bid or proposal closing date.
(c) Consider in the contracting process whether firms competing for large contracts could subcontract with
DBEs. For Indian Tribal, State and local Government sponsors, this will include dividing total
requirements when economically feasible into smaller tasks or quantities to permit maximum participation
by DBEs in the competitive process.
(d) Encourage contracting with a consortium of DBEs when an Agreement is too large for one of these firms
to handle individually.
(e) Use the services and assistance of the Small Business Administration (SBA) and the Minority Business
Development of the Department of Commerce.
(f) If the sponsor awards subcontracts, require the sponsor to take the steps in paragraphs (a) through (e) of
this section.
Lobbying & Litigation
By signing this agreement, the sponsor certifies that none of the funds received from this agreement shall be used
to engage in the lobbying of the Federal Government or in litigation against the United States unless authorized
under existing law.
The chief executive officer of this sponsor agency shall ensure that no grant funds awarded under this assistance
agreement are used to engage in lobbying of the Federal Government or in litigation against the United States
unless authorized under existing law. The sponsor shall abide by its respective OMB Circular (A -21, A -87, or A-
122), which prohibits the use of Federal grant funds for litigation against the United States or for lobbying or other
political activities.
December 10, 2013 Page 3 of 4
25
ATTACHMENT A
For subawards exceeding $100,000, EPA requires the following certification and disclosure forms:
Certification Regarding Lobbying, EPA Form 6600 -06: http: / /www.epa.gov /ogd /AppKit/form /Lobbying_sec.pdf
Disclosure of Lobbying Activities, SF LLL: http:// www. epa. gov/ ogd /AppKit/form /sflllin_sec.pdf
Legal expenses required in the administration of Federal programs are allowable. Legal expenses for prosecution
of claims against the Federal Government are unallowable.
Payment to Consultants
The salary rate (excluding overhead) paid to individual consultants retained by sponsors or by a sponsor's
contractors or subcontractors shall be limited to the maximum daily rate for Level IV of the Executive Schedule
(formerly GS -18), to be adjusted annually. This limit applies to consultation services of designated individuals with
specialized skills who are paid at a daily or hourly rate. As of January 1, 2010, the limit is $596 per day, or $74.50
per hour. Subagreements with firms for services which are awarded using the procurement requirements in 40
CFR parts 30 or 31, as applicable, are not affected by this limitation unless the terms of the contract provide the
sponsor with the responsibility for the selection, direction, and control of the individuals who will be providing the
services under the contract at an hourly or daily rate of compensation. See 40 CFR 30.27(b) or 40 CFR 31.369(j)
as applicable.
December 10, 2013 Page 4 of 4
26
TO:
City of Tukwila
Jim Haggerton, Mayor
INFORMATIONAL U��U���������U�
nn�o ��nnnmn��n x��n��m�~ o�n�~n�n��xn��n�����n�n
Mayor Haggerton
Community Affairs and Parks Committee Members
FROM: Jack Pace, Director, Department of Community Development
u�.
BY: Lynn Miranda, Senior PIanner
[)ATE: July 7, 2014
SUBJECT: Contract for Services with Heartland LLC — Landscape Conservation and
Local Infrastructure Program Study
ISSUE
Approve a contract for services with Heartland LLC to evaluate how the Landscape
Conservation and Local Infrastructure Program (UCL|P) prVnnutinyurbonredeve|opnnmntand
resource land conservation could be implemented in the City. The cost of these services is
$42,060 and will be fully funded by federal grant which was accepted by Council in May 2014.
BACKGROUND
The Washington State Department of Commerce established a grant program under which the
state will pass through a large part of US EPA National Estuary Program funding as sub-awards
to local governments for the purposes of protecting and restoring watersheds that drain into
Puget Sound.
In May 2014, the City of Tukwila City Council accepted a grant award of 42,060 from the
Department of Commerce to evaluate how new state legislation promoting urban redevelopment
and resource land conservation (LCLIP) could be implemented in the City's urban center
(Southcenter) and Tukwila International Boulevard (TIB) Corridor. LCLIP authorizes eligible
cities to access tax increment financing to invest in infrastructure improvements as an incentive
to spur redevelopment in areas where cities are planning for growth. Cities may access a
portion of county property tax in exchange for adopting policies that incentivize protection of
resource lands that are important to watershed pn]C8sses. like upland forest, riparian lands, and
floodplains. Through infrastructure investment, LCLIP directs development towards urban areas
targeted for growth, removing barriers to increasing density, and reduces development pressure
on lands that are important to watershed processes. Implementation of LCLIP in Tukwila could
result in updates to the City's growth management efforts, including planning, revisions to land
use policies, and changes to regulations to encourage inf 111 development.
DISCUSSION
Staff proposes contracting with Heartland LLC to evaluate the feasibility of implementing LCLIP
in Tukwila. Heartland has prepared a similar evaluation for the City of Mountlake Terrace and is
currently working on a LCLIP study for the City of Shoreline. Heartland will be using
ECONorthwest and Forterra as subconsultants on this pr jeoL
FINANCIAL IMPACT
The cost of services with Heartland is $42,060 and is fully covered by a federal grant award
from the Department of Commerce that was previously accepted by the City in May 2014.
INFORMATIONAL MEMO
Page 2
RECOMMENDATION
The Council is being asked to approve the contract for services with Heartland LLC for $42,060,
and to consider this item on the Consent Agenda of the July 21, 2014 Regular Meeting.
ATTACHMENTS
Contract for Services with Heartland LLC, including Exhibits A-C
W:\Long Range Projects1CLIP Grant\Contract\Consultants\Info memo_Heartland,doc
28
City of �~x� «uxnwxva
6200 Southcenter Boulevard, Tukwila WA 98188
Contract Number:
CONSULTANT AGREEMENT " R.
PLANNING SERVICES
THIS AGREEMENT is entered into between the City of Tukwila, Washington, beceiouftoc
referred to as "the Cih/', and Heartland LLC, bcrciou0cr referred to as "the Cooyu|iuni'', in
consideration of the mutual benefits, terms, and conditions hereinafter specified..
|. Project Designation. The Conyu|inoL is rctainod by the City to perform planning services in
connection with the project titled "Evaluating the Feasibility of lnnpleozcodug Landscape
Conservation and Local Infrastructure Prograrn ) in Tukwila"
2.
Scope of Services. The Consultant agrees to perform the services, identified on Exhibit "A"
attached hereto, including the provision of all labor, materials, equipment and supplies. In
addition, because this project is .federd]y funded, the Consultant agrees to abide by all the
provisions set forth in Exhibit. °[^` to the Interagency Agreement with City of Tukwila
through Washington State Department of Commerce ("Commerce"), which is attached hereto
and incorporated herein by this reference.
�.
Duration of Agreement; Time for Performance. This Agreement shall be in full force and
effect for a period commencing upon execution and ending June 30, 2015. unless sooner
terminated under the provisions hereinafter specified. Work under this Agreement shall
comrnencc upon writtcn notice hy the City lo the Consultant to proceed. The Consultant shall
perform all services and provide all work product rcquired pursuant 10 this Agreement no later
than June 30, 2015 unless an extension of such time is granted in writing by the City.
4. Payment.. The Consultant shall be paid by the City for completed work and for services
rendered under this Agreement as follows:
A. Payment for the work provided by the Consultant shall he made as provided on Exhibit
^"8" attached hereto, provided that the total amount of payment to the Consultant shall not
exceed $42,060 without express written modification of the Agreement signed by the
City.
B. The Consultant may submit vouchers to the ('ity once per month during the progress of
the work for partial payment for that portion of the project completed to date. Such
vouchers will be checked hy the City and, upon approval thereof, payment shall be made
to the Consultant in the ainount approved.
C. Final pmyrncot of any halance due the Consultant of the total contract price earned will be
made promptly upon its ascertainment and verification by the ('ity after the completion of
the work under this Agreement and its acceptance by the City.
D. Payment as provided in this section shall be full compensation for work performed,
services rendered, and for all materials, supplies, equiprnent and incidentals necessary to
complete the work.
B. The Consultant's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the City and the state of Washington for a
period. of three (3) years after final payments. Copies shall be made available upon
request.
5. Ownership and Use of Documents. All documents, drawings, specifications and other
materials produced. by the Consultant in connection with the services rendered under this
Agreement shall he the property of the City whether the project for which they are made is
executed or not. The Consultant shall be permitted to retain copies, including reproducible
copies, of drawings and specifications for information, reference and .use in connection with
the Consultant's endeavors. The Consultant shall not be responsible for any use of the said
documents, drawings, specifications or other materials by the City on any project other than
the project specified in this .Agreement.
6. Compliance with Laws. The Consultant shall, in performing the services contemplated by
this Agreement, faithfully observe and comply with all federal, state, and local laws,
ordinances and regulations, applicable to the services rendered under this Agreement..
7. Indemnification. Consultant shall defend, indemnify, and hold Commerce and the State of
Washington, their officers, officials, employees, and volunteers, from any and all claims,
injuries, damages, losses or suits including attorney fees, arising out of or resulting from
Consultant in performance of this Agreement. The Consultant shall defend, indemnify and
hold the City, its officers, officials, employees and volunteers harmless from any and all
claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting
from the acts, errors or omissions of the Consultant in performance of this Agreement, except
for injuries and damages caused by the sole negligence of the City.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW
4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or
damages to property caused by or resulting from the concurrent negligence of the Consultant.
and the City, its officers, officials, etriployees, and volunteers, the Consultant's liability
hereunder shall be only to the extent of the Consultant's negligence. It is further specifically
and expressly understood that the indemnification provided herein constitutes the Consultant's
waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this
indemnification. This waiver has been mutually negotiated by the parties. The provisions of
this section shall survive the expiration or termination of this Agreement.
8. Insurance. The Consultant shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise front
or in connection with the performance of the work hereunder by the Consultant, its agents,
representatives, or employees. Consultant's maintenance of insurance as required by the
agreement shall not be construed to limit the liability of the Consultant to the coverage
provided by such insurance, or otherwise limit the City's recourse to any remedy available at
law or in equity.
A. Minimum Amounts and Scope of Insurance. Consultant shall obtain insurance of the
types and with the limits described below:
1. Automobile Liability insurance with a minimum combined single limit for bodily
injury and property damage of $1,000,000 per accident. Automobile Liability
insurance shall cover all owned, non-owned, hired and leased vehicles. Coverage
shall he written on Insurance Services Office (ISO) form CA 00 01 or a substitute
form providing equivalent liability coverage. If necessary, the policy shall he
endorsed to provide contractual liability coverage.
CA revised : 1-2013
30
Page 2
Commercial General Liability insurance with limits no less than S 1,000,000 each
occurrence, $2,000,000 general aggregate. Commercial General Liability
insurance shall he written on ISO occurrence form CG 00 01 and shall cover
.liability arising from premises, operations, independent contractors and personal
injury and advertising injury. The City shall be named as an insured under the
Consultant's Comm.ercial General Liability insurance policy with respect to the
work performed for the City.
Workers' Compensation coverage as rcqitirccl by the Industrial lnsur s of
the State of Washington.
4. Professional Liability with limits no less than :1,000,000 per claim and
$1,000,000 policy aggregate limit. Professional Liability insurance shall he
appropriate to the Consultant's profession.
B. Other insurance Provision. The Consultant's Automobile Liability and Commercial
General Liability insurance policies are to contain, or be endorsed to contain that they
shall be primary insurance with respect to the City. Any Insurance, self-insurance, or
insurance pool coverage maintained by the City shall he excess of the Consultant's
insurance and shall not be contributed or combined with it.
ance
C. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.
Best rating of not less than
D. 'Verification of Coverage. Consultant shall furnish the City with original certificates and
a copy of the amendatory endorsements, including but not necessarily limited to the
additional insured endorsement, evidencing the insurance requirements of the Consultant
before commencement of the work. Certificates of coverage and endorsements as required
by this section shall be delivered to the City within fifteen (15) days of execution of this
Agreement.
E. Notice of Cancellation. The Consultant shall provide the City with written notice of any
policy cancellation, within two business days of their receipt of such notice.
F. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the
insurance as required shall constitute a material breach of contract, upon which the City .
may, after giving five business days notice to the Consultant to correct the breach,
immediately terminate the contract or, at its discretion, procure or renew such insurance
and pay any and all premiums in connection therewith, with any sums so expended to he
repaid to the City on demand, or at the sole discretion of the City, offset against funds due
the Consultant from the City.
9. Independent Contractor. The Consultant and the City agree that the Consultant is an
independent contractor with respect to the services provided pursuant to this Agreement.
Nothing in this Agreement shall be considered to create the relationship of employer and
employee between the parties hereto. Neither the Consultant nor any employee of the
Consultant shall be entitled to any benefits accorded City employees by .virtue of the services
provided .under this Agreement. The City shall not be responsible for withholding or
otherwise deducting :federal income tax or social security or for contributing to the state
industrial insurance program, otherwise assuming the duties of an employer with respect to
the Consultant, or any employee of the Consultant.
CA revised : 1-2013
Page 3
31
10. Covenant. Against Contingent Fees. The Consultant warrants that he has not employed or
retained any company or person, other than a bonafide employee working solely for the
Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any
company or person, other than a bonafide ernployee working solely for the Consultant, any
fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon
or resulting from the award or making of this contract. For breach or violation of this warrant,
the City shall have the right to annul this contract. without liability, or in its discretion to
deduct from the contract price or consideration, or otherwise recover, the full amount of such.
fee, commission, .percentage, brokerage fcc, gift, or contingent fee.
11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under
this Agreement, will. not discriminate on the grounds of race, religion, creed, color, national
origin, age, veteran status, sex, sexual Orientation, gender identity, marital status, political
affiliation or the presence of any disability in the selection and retention of employees or
procurement of materials or supplies.
Assignment. The Consultant shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the City.
13. Non-Waiver. Waiver by the City of any provision of this Agreement or any time limitation
provided for in this Agreement shall not constitute a waiver of any other provision.
14. Termination.
A. The City reserves the right to terminate this Agreement at any time by giving ten (1.0)
days written notice to the Consultant.
B. In the event of the death of a member, partner or officer of the Consultant, or any of its
supervisory personnel assigned to the project, the surviving members of the Consultant
hereby agree to complete the work under the terms of this Agreement, if requested to do
so by the City. This section shall not be a bar to renegotiations of this Agreement
between surviving members of the Consultant and the City, if the City so chooses.
15. Applicable Law; Venue; Attorney's Fees. This Agreement shall be subject to, and the
Consultant shall at all times comply with, all applicable federal, state and local laws,
regulations, and rules, including the provisions of the City of Tukwila Municipal Code and
ordinances of the City of Tukwila. In the event any suit, arbitration, or other proceeding is
instituted to enforce any term of this Agreement, the parties specifically understand and agree
that venue shall be properly laid in King County, Washington. The prevailing party in any
such action. shall be entitled to its attorney's fees and costs of suit. Venue for any action
arising from or related to this Agreement shall he exclusively. in King County Superior Court.
16. Severability and Survival. If any term, condition or provision of this Agreement is declared.
void or unenforceable or limited in its application or effect, such event shall not affect any
other provisions hereof and all other provisions shall remain fully enforceable. The provisions
of this Agreement, which by their sense and context are reasonably intended to survive the
completion, expiration or cancellation of this Agreement, shall survive termination of this
Agreement.
CA revised : 1-2013
32
Page 4
17. Notices. Notices to the City of Tukwila shall be sent to the foflowing address:
City Clerk
City of Tukwila.
6200 Southcenter Boulevard
Tukwila, WA 98188
Notices to Consultant shall be sent to the following address:
18. Entire Agreement; Modification. This Agreement, together with attachments or addenda,
represents the entire and integrated Agreement between the City and the Consultant and
supersedes all prior negotiations, representations, or agreements written or oral. No
amendment or modification of this Agreement shall he of any force or effect unless it is in
writing and signed .by the parties.
DATED this
CITY OF TUKWILA
Clay of , 2014.
Mayor, Jim Haggerton
CONSULTANT
By:
Chris Fiori
Principal & Project Director
Heartland LLC
Attest/Authenticated: Approved as to .Form:
City Clerk, Christy O'Flaherty Office of the City Attorney
CA revised : 1-2013
Page 5
33
Exhibit A
Scope of Services
Heartland 11C, with assistance from yuhcn000kunt*£CONorNwcai and Fnde-m, provide
services associated with Tasks 2-7 'below.
Task
Del verable
Timeline/Deadline
1. Project Administration/
Management
No consultant se ices required for his taok— City
staff task
On-going
2. Project Launch
Memorandum summarizing:
2.1 — Project definition/ needs assessment based on
Contractor and King County meeting with consulting
team to clarify methods, presentations, and
deliverable schedules.
2.2 Review of existing development regulations in
the redevelopment areas:
• Tukwila Urban Center, and
° Tukwila International Boulevard.
2.3 Review of planned development policies.
2,4 — Review of current and projected
redevelopment market conditions.
2.5 — Assessment of potential range of Contractor
role in redevelopment market.
August 31, 2014
3. Redevelopment Capacity
Analysis
3.1 Memorandum summarizing findings from
growth projection analysis, land supply ana|yoia, and
bonus increment evauation.
3.2 — Supplemental buildable lands analysis.
Septe mber30.2O14
4. Incentive Program
Review
4 - Memorandum summarizing findings of program
uti|ization, pricing review, residual land value
ano|yaia, and incentive structure recommendations.
Oc tober 31. 2014
5. Landscape Conservation
and Local Infrastructure
Program (LCLIP) Revenue
and Policy Analysis, with
input from King County
staff.
5 - Technical memorandum summarizing revenue
scenarios and policy analysis findings.
November 30, 2014
CA revised :1en10
34
Page 6
6. LCLIP Structure and
Parameter Testing, in
coordination with King
County.
6 Technical memorandum summarizing findings of
LCLIP optimizafion and areas of risk exposure.
December 31, 2014
7. mplementation Package
7 — Memorandum recommending specific steps for
the Contractor to implement LCLIP.
January 31, 2015
8. Public Legislative
Process
Staff reports and materials for presentations to City
Council. No consultant services required
June 30, 2015
CA revised 1-2013
Page 7
Exhibit B
Budget
TASKS
GRANT AMOUNT
Task 1. Project Administration/ a agement
$0
Task 2. Project Launch
$3,460
Task 3. Redevelopment Capacity Analysis
$7,860
Task 4. Incentive Program Review
$9,290
Task 5. LCLIP Revenue and Policy Analysis
7,240
Task 6. LCLIP Structure and Parameter Testing
:11,390
Task 7. Implementation Package
82,820
Task 8. Public Legislative Process
$0
TOTAL
S42,060
CA revised : 1-2013
36
Page 8
i .,i. 14 -064
Council Approval 5/5/14
Department of Commerce
Interagency Agreement with
City of Tukwila
through
For
Department of Commerce
Growth Management Services
National Estuary Program (NEP)
Puget Sound Watershed Protection and Restoration Grant
Start date:
Date of Execution
Washington State Department of Commerce
www.COMMERCE.wa.gov
37
THIS PAGE INTENTIONALLY LEFT BLANK
Department of Commerce
Contract #14- 63401 -007
38
Special Terms and Conditions 1
Face Sheet 1
1. Acknowledgement of Federal Funding 2
2. Contract Management 2
3. Compensation 2
4. Quarterly Reports 3
5. Final Report 3
6. Billing Procedures and Payment 3
7. Insurance 3
8. Quality Assurance Project Plan 5
9. Peer Review 5
10. Disadvantaged Business Enterprise Requirements 6
11. DUNS and CCR Requirements 6
12. FY2011 ACORN Funding Restriction 7
13. Order of Precedence 7
General Terms and Conditions 8
1. Definitions 8
2. Advance Payments Prohibited 8
3. All Writings Contained Herein 8
4. Amendments 8
5. Americans With Disabilities Act (ADA) 8
6. Assignment 8
7. Attorney's Fees 8
8. Audit 8
9. Certification Regarding Debarment, Suspension or Ineligibility and Voluntary
Exclusion 10
10. Confidentiality /Safeguarding of Information 10
11. Conflict of Interest 11
12. Copyright Provision 11
13. Disputes 12
14. Duplicate Payment 12
15. Governing Law and Venue 12
16. Indemnification 12
17. Independent Capacity of the Contractor 13
18. Industrial Insurance Coverage 13
19. Laws 13
20. Licensing, Accreditation and Registration 17
21. Limitation of Authority 17
22. Noncompliance With Nondiscrimination Laws 17
23. Political Activities 17
24. Procurement Standards for Federally Funded Programs 17
25. Publicity 18
26. Recapture 18
27. Records Maintenance 19
28. Right of inspection 19
29. Savings 19
30. Severability 19
Department of Commerce ii
Contract #14- 63401 -007
39
31. Site Security 19
32. Subcontracting 19
33. Survival 20
34. Taxes 20
35. Termination for Cause 20
36. Termination for Convenience 20
37. Termination Procedures 20
38. Treatment of Assets 21
39. Waiver 22
Attachment A, Scope of Work
Attachment 8, Budget
Department of Commerce
Contract #14- 63401 -007
40
FACE SHEET
Contract Number: 14 -63401 -007
Washington State Department of Commerce
Local Government and Infrastructure Division
Growth Management Services
National Estuary Program (NEP) — Puget Sound Watershed Protection and Restoration Grant
1. Contractor
City of Tukwila
6300 Southcenter Blvd.
Tukwila WA 98188
2. Contractor Fiscal Representative
Vicky Carlsen
Deputy Finance Director
206- 433 -1839
vich \,Carlaon eitukv ■ilawa.e.o'.
3. Contractor Representative
Lynn Miranda
Senior Planner
206 -433 -7162 I
I`.11n.Iniratld 1 i ukwilaw,;. °_:.
4. COMMERCE Representative
Heather Ballash P.O. Box 42525
Senior Planner 1011 Plum Street SE
Phone: 360- 725 -3044 Olympia, WA 98504 -2525
hiolhet.hallabh a ionitllme.Aa.UU■
5. Contract Amount
$42,060
6. Funding Source
Federal: X State: • Other: ❑ N /A: ❑
7. Start Date
Date of Execution
8. End Date
December 31, 2016
9. Federal Funds (as applicable) Federal Agency: CFDA Number
$42,060 U.S. Environmental Protection Agency 66.123
10. Tax ID #
91- 6001519
11. SWV #
SWV0018023 -00
12. UBI #
91- 6001519
13. DUNS #
01- 020 -7504
14. Contract Purpose
The City of Tukwila will evaluate how the Landscape Conservation and Local infrastructure Program (LCLIP), promoting urban
redevelopment and resource land conservation, can be implemented in the Tukwila Urban Center and Tukwila International
Boulevard.
COMMERCE, defined as the Department of Commerce, and the Contractor, as defined above, 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: Contractor Terms and Conditions including Attachment "A" — Scope of Work, and Attachment "B" —
Budget.
FOR CONTRACTOR
c
FOR COMMERCE
Kendee Yamagu Assist ' t Director
Local Government and Infrastructure Division
(///g/ a Li
1 i ' aggerton, ,
of Tukwii.
Date
APPROVED AS TO FORM ONLY
BY ASSISTANT ATTORNEY GENERAL
APPROVAL ON FILE
Date
Department of Commerce
Contract #14- 63401 -007
1
41
SPECIAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
1. ACKNOWLEDGEMENT OF FEDERAL FUNDING
Reports, documents, signage, videos, or other media, developed as part of projects funded by this
Agreement shall contain the following statement:
"THIS PROJECT HAS BEEN FUNDED WHOLLY OR IN PART BY THE UNITED STATES ENVIRONMENTAL
PROTECTION AGENCY UNDER PUGET SOUND ECOSYSTEM RESTORATION AND PROTECTION
COOPERATIVE AGREEMENT GRANT PC- 00J20101 WITH WASHINGTON DEPARTMENT OF ECOLOGY.
THE CONTENTS OF THIS DOCUMENT DO NOT NECESSARILY REFLECT THE VIEWS AND POLICIES OF
THE ENVIRONMENTAL PROTECTION AGENCY, NOR DOES MENTION OF TRADE NAMES OR
COMMERCIAL PRODUCTS CONSTITUTE ENDORSEMENT OR RECOMMENDATION FOR USE."
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 Contractor and their contact information are identified on the Face
Sheet of this Contract.
3. COMPENSATION
COMMERCE shall pay an amount not to exceed forty two thousand sixty dollars ($42,060) for the
performance of all things necessary for or incidental to the performance of work as set forth in the
Scope of Work (Attachment A) and the Budget (Attachment B). If Contractor expends more than the
amount of federal funding in its approved budget in anticipation of receiving additional funds, it does
so at its own risk. The Federal Government, and therefore COMMERCE, is not legally obligated to
reimburse Contractor for costs incurred in excess of the approved budget. Contractor's
compensation for services rendered shall be based on the following rates or in accordance with the
following terms:
EXPENSES
Contractor shall receive reimbursement for travel and other expenses as identified below or as
authorized in advance by COMMERCE as reimbursable.
Such expenses may include airfare (economy or coach class only), other transportation expenses,
and lodging and subsistence necessary during periods of required travel. Contractor shall receive
compensation for travel expenses at current state travel reimbursement rates.
MANAGEMENT FEES
Management fees or similar charges in excess of the direct costs and approved indirect rates are not
allowable. The term "management fees or similar charges" refers to expenses added to the direct
costs in order to accumulate and reserve funds for ongoing business expenses, unforeseen liabilities,
or for other similar costs which are not allowable under this assistance agreement. Management fees
or similar charges may not be used to improve or expand the project funded under this Agreement,
except to the extent authorized as a direct cost of carrying out the scope of work.
LINE ITEM TRANSFERS
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 Contractor and COMMERCE.
Department of Commerce
Contract # 14- 63401 -007
42
SPECIAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
4. QUARTERLY REPORTS
Contractor shall submit a status report, using the U.S. Environmental Protection Agency's (EPA)
Puget Sound Financial and Ecosystem Accounting Tracking System (FEATS) form provided by
COMMERCE, every three (3) months describing the progress made on the scope of work outlined in
"Attachment A" and performance measures to be determined with EPA during the term of the
contract. Reports will be due on a schedule to be determined by COMMERCE. Quarterly Reports
shall be submitted to COMMERCE and should be provided electronically.
5. FINAL REPORT
In addition to the quarterly status reports, Contractor shall submit a final report, which is due by the
end date of the contract. The report shall be submitted to COMMERCE and should be provided
electronically. The report shall generally contain the same information as the status reports, but
should cover the entire contract period.
6. BILLING PROCEDURES AND PAYMENT
COMMERCE will pay Contractor upon acceptance of services provided and receipt of properly
completed invoices, which shall be submitted to the Representative for COMMERCE quarterly.
Payment will be based on satisfactory acceptance of progress made on each task and satisfactory
acceptance of each deliverable.
The invoices shall describe and document, to COMMERCE'S satisfaction, a description of the work
performed, the progress of the project, and fees. The invoice shall include the Contract Number 14-
63401.007. If expenses are invoiced, provide a detailed breakdown of each type. A receipt must
accompany any single expenses in the amount of $50.00 or more in order to receive reimbursement.
Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after
receipt of properly completed invoices. Payment shall be sent to the address designated by the
Contractor.
COMMERCE may, in its sole discretion, terminate the Contract or withhold payments claimed by the
Contractor for services rendered if the Contractor 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.
Duplication of Billed Costs
The Contractor shall not bill COMMERCE for services performed under this Agreement, and
COMMERCE shall not pay the Contractor, if the Contractor is entitled to payment or has been or will
be paid by any other source, including grants, for that service.
Disallowed Costs
The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its subcontractors.
7. INSURANCE
The Contractor shall provide insurance coverage as set out in this section. The intent of the required
insurance is to protect COMMERCE should there be any claims, suits, actions, costs, damages or
expenses arising from any loss, or negligent or intentional act or omission of the Contractor or
Subcontractor, or agents of either, while performing under the terms of this Agreement.
The insurance required shall be issued by an insurance company authorized to do business within
the state of Washington. Except for Professional Liability or Errors and Omissions Insurance, the
Department of Commerce 3
Contract # 14 -63401 -007
43
SPECIAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
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 Contractor shall instruct the insurers to give COMMERCE thirty (30) calendar days
advance notice of any insurance cancellation, non - renewal or modification.
The Contractor shall submit to COMMERCE within fifteen (15) calendar days of the Agreement start
date, a certificate of insurance which outlines the coverage and limits defined in this insurance
section. During the term of the Agreement, the Contractor shall submit renewal certificates not less
than thirty (30) calendar days prior to expiration of each policy required under this section.
The Contractor shall provide insurance coverage that shall be maintained in full force and effect
during the term of this Agreement, as follows:
Commercial General Liability Insurance Policy. Provide a Commercial General Liability
Insurance Policy, including contractual liability, written on an occurrence basis, in adequate
quantity to protect against legal liability arising out of Agreement activity but no less than
$1,000,000 per occurrence. Additionally, the Contractor is responsible for ensuring that any
Subcontractors provide adequate insurance coverage for the activities arising out of subcontracts.
Automobile Liability. In the event that performance pursuant to this Agreement involves the use
of vehicles, owned or operated by the Contractor 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 Insurance. The Contractor shall maintain
Professional Liability or Errors and Omissions Insurance. The Contractor shall maintain minimum
limits of no less than $1,000,000 per occurrence to cover all activities by the Contractor and
licensed staff employed or under contract to the Contractor. The state of Washington, its agents,
officers, and employees need not be named as additional insureds under this policy.
Fidelity Insurance. Every officer, director, employee, or agent who is authorized to act on behalf
of the Contractor for the purpose of receiving or depositing funds into program accounts or
issuing financial documents, checks, or other instruments of payment for program costs shall be
insured to provide protection against loss:
A. The amount of fidelity coverage secured pursuant to this Agreement shall be $100,000 or the
highest of planned reimbursement for the Agreement period, whichever is lowest. Fidelity
insurance secured pursuant to this paragraph shall name COMMERCE as beneficiary.
B. Subcontractors that receive $10,000 or more per year in funding through this Agreement shall
secure fidelity insurance as noted above. Fidelity insurance secured by Subcontractors
pursuant to this paragraph shall name the Contractor as beneficiary.
C. The Contractor shall provide, at COMMERCE's request, copies of insurance instruments or
certifications from the insurance issuing agency. The copies or certifications shall show the
insurance coverage, the designated beneficiary, who is covered, the amounts, the period of
coverage, and that COMMERCE will be provided thirty (30) days advance written notice of
cancellation.
Additional Provisions:
Above insurance policy shall include the following provisions:
1, Additional Insured. The state of Washington, COMMERCE, its elected and appointed officials,
agents and employees shall be named as an additional insured on all general liability, excess,
umbrella and property insurance policies. All insurance provided in compliance with this
Agreement shall be primary as to any other insurance or self - insurance programs afforded to or
maintained by the State.
2. Identification. The policy must reference COMMERCE's Agreement number and the State
agency name.
Department of Commerce 4
Contract# 14- 63401 -007
44
SPECIAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
3. Insurance Carrier Rating. All insurance and bonds should be issued by companies admitted to
do business within the state of Washington and have a rating of A -, Class VII or better in the most
recently published edition of Best's Reports. Any exception shall be reviewed and approved by
COMMERCE's Risk Manager, or the Risk Manager for the state of Washington, before the
Agreement is accepted or work may begin. If an insurer is not admitted, all insurance policies
and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-
15 WAC.
4. Excess Coverage. By requiring insurance herein, COMMERCE does not represent that coverage
and limits will be adequate to protect Contractor and such coverage and limits shall not limit
Contractor's liability under the indemnities and reimbursements granted to COMMERCE in this
Agreement.
Local Government Contractors that Participate in a Self- Insurance Program
Self- Insured /Liability Pool or Self- Insured Risk Management Program — With prior approval from
COMMERCE, the Contractor may provide the coverage above under a self - insured /liability pool or
self - insured risk management program. In order to obtain permission from COMMERCE, the
Contractor shall provide: (1) a description of its self - insurance program, and (2) a certificate and /or
letter of coverage that outlines coverage limits and deductibles. All self - insured risk management
programs or self - insured /liability pool financial reports must comply with Generally Accepted
Accounting Principles (GAAP) and adhere to accounting standards promulgated by: 1) Governmental
Accounting Standards Board (GASB), 2) Financial Accounting Standards Board (FASB), and 3) the
Washington State Auditor's annual instructions for financial reporting. Contractor'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.
Contractor shall provide annually to COMMERCE a summary of coverages and a letter of self
insurance, evidencing continued coverage under Contractor'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.
8. QUALITY ASSURANCE PROJECT PLAN
The Contractor must first complete a Quality Assurance Project Plan (QAPP) waiver form (see
http: / /www.ecy wa pov/ programs /eaplga /docs /NEPQAPP /index.html). Completing the waiver form
may indicate that a detailed QAPP is required. Guidelines for Preparing Quality Assurance Project
Plans for Environmental Studies can be found at http 1 /www ecy.wa qov /biblio /0403030.html. The
Contractor must submit a waiver or QAPP to Ecology's Quality Assurance Officer for review,
comment, and final approval prior to conducting any work on the project (e.g., field measurements,
sample collections, laboratory analyses, analysis of existing data, modeling). All relevant
environmental data must be submitted to Ecology in Environmental Information Management (EIM)
format (see http. / /www.ecy.wa qov /eim) unless specified otherwise by the QA Officer.
9. PEER REVIEW
The results of this project may affect management decisions relating to Puget Sound. Prior to
finalizing any significant technical products the Principal Investigator (PI) of this project must solicit
advice, review and feedback from a technical review or advisory group consisting of relevant subject
matter specialists. A record of comments and a brief description of how respective comments are
addressed by the PI will be provided to the Ecology Project Manager prior to releasing any final
reports or products resulting from the funded study.
Department of Commerce
Contract # 14- 63401 -007
45
SPECIAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
10. DISADVANTAGED BUSINESS ENTERPRISE REQUIREMENTS
GENERAL COMPLIANCE, 40 CFR, Part 33. The Contractor agrees to comply with the requirements
of EPA's Program for Utilization of Small, Minority and Women's Business Enterprises in procurement
under assistance agreements, contained in 40 CFR, Part 33.
SIX GOOD FAITH EFFORTS, 40 CFR, Part 33, Subpart C Pursuant to 40 CFR, Section 33.301, the
Contractor agrees to make the following good faith efforts whenever procuring construction,
equipment, services and supplies under an EPA financial assistance agreement, and to ensure that
Contractors, loan recipients, and prime contractors also comply.
Records documenting compliance with the six good faith efforts shall be retained:
(a) Ensure DBEs are made aware of contracting opportunities to the fullest extent practicable
through outreach and recruitment activities. For Indian Tribal, State and Local and Government
recipients, this will include placing DBEs on solicitation lists and soliciting them whenever they are
potential sources.
(b) Make information on forthcoming opportunities available to DBEs and arrange time frames for
contracts and establish delivery schedules, where the requirements permit, in a way that
encourages and facilitates participation by DBEs in the competitive process. This includes,
whenever possible, posting solicitations for bids or proposals for a minimum of 30 calendar days
before the bid or proposal closing date.
(c) Consider in the contracting process whether firms competing for large contracts could
subcontract with DBEs. For Indian Tribal, State and local Government recipients, this will include
dividing total requirements when economically feasible into smaller tasks or quantities to permit
maximum participation by DBEs in the competitive process.
(d) Encourage contracting with a consortium of DBEs when a contract is too large for one of these
firms to handle individually.
(e) Use the services and assistance of the SBA and the Minority Business Development Agency of
the Department of Commerce.
(f)
If the prime contractor awards subcontracts, require the prime contractor to take the steps in
paragraphs (a) through (e) of this section.
MBE/WBE REPORTING, 40 CFR, Part 33, Sections 33.502 and 33.503 The Contractor agrees to .
complete and submit EPA Form 5700 -52A, "MBENVBE Utilization Under Federal Grants, Cooperative
Agreements and Interagency Agreements" beginning with the Federal fiscal year reporting period the
recipient receives the award, and continuing until the end of the contract period. Only procurements
with certified MBENVBEs are counted toward a COMMERCE's MBENVBE accomplishments under
the contract with EPA. The reports must be submitted semiannually for the periods ending March
15th and September 15th. Reports should be sent to the COMMERCE representative.
EPA Form 5700 -52A may be obtained from the EPA Office of Small Business Program's Home Page
on the Internet at www.epa.gov /osbp.
11. DUNS and CCR REQUIREMENTS
Unless otherwise exempted from this requirement under 2 CFR 25.110, Contractor must maintain the
currency of its information in the CCR until submission of its final financial report required under this
Award or receive the final payment, whichever is later.
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Contractor may not subcontract to any entity unless the entity has provided its DUNS number to
Contractor.
12. FY2011 ACORN FUNDING RESTRICTION
No funds provided under this Agreement may be used for sub - awards /sub - grants or contracts to the
Association of Community Organizations for Reform NOW (ACORN) or any of its subsidiaries,
13. ORDER OF PRECEDENCE
In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving
precedence in the following order:
• Applicable federal and state of Washington statutes and regulations
• Special Terms and Conditions
• General Terms and Conditions
• Attachment A — Scope of Work
• Attachment B — Budget
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1, DEFINITIONS
As used throughout this Contract, the following terms shall have the meaning set forth below:
A. "Authorized Representative" shall mean the Director and /or the designee authorized in writing to
act on the Director's behalf.
B. "COMMERCE" shall mean the Department of Commerce.
C. "Contractor" shall mean the entity identified on the face sheet performing service(s) under this
Contract, and shall include all employees and agents of the Contractor.
D. "Personal Information" shall mean information identifiable to any person, including, but not limited
to, information that relates to a person's name, health, finances, education, business, use or
receipt of governmental services or other activities, addresses, telephone numbers, social
security numbers, driver license numbers, other identifying numbers, and any financial identifiers.
E. "State" shall mean the state of Washington.
F. "Subcontractor" shall mean one not in the employment of the Contractor, who is performing all or
part of those services under this Contract under a separate contract with the Contractor. The
terms "subcontractor" and "subcontractors" mean subcontractor(s) in any tier.
2. ADVANCE PAYMENTS PROHIBITED
No payments in advance of or in anticipation of goods or services to be provided under this Contract
shall be made by COMMERCE.
3. 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.
4. 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.
5. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101 -336, also referred to
as the "ADA" 28 CFR Part 35
The Contractor must comply with the ADA, which provides comprehensive civil rights protection to
individuals with disabilities in the areas of employment, public accommodations, state and local
government services, and telecommunications.
6. ASSIGNMENT
Neither this Contract, nor any claim arising under this Contract, shall be transferred or assigned by
the Contractor without prior written consent of COMMERCE.
7. ATTORNEYS' 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.
8. AUDIT
A. General Requirements
Contractors are to procure audit services based on the following guidelines.
The Contractor shall maintain its records and accounts so as to facilitate audits and shall ensure
that Subcontractors also maintain auditable records.
The Contractor is responsible for any audit exceptions incurred by its own organization or that of
its Subcontractors.
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COMMERCE reserves the right to recover from the Contractor all disallowed costs resulting from
the audit.
Responses to any unresolved management findings and disallowed or questioned costs shall be
included with the audit report. The Contractor must respond to COMMERCE requests for
information or corrective action concerning audit issues within thirty (30) days of the date of
request.
B. Federal Funds Requirements - OMB Circular A -133 Audits of States, Local Governments
and Non - Profit Organizations
Contractors expending $500,000 or more in a fiscal year in federal funds from all sources, direct
and indirect, are required to have an audit conducted in accordance with Office of Management
and Budget (OMB) Revised Circular A -133 "Audits of States, Local Governments, and Non - Profit
Organizations." Revised OMB A -133 requires the Contractor to provide the auditor with a
schedule of Federal Expenditure for the fiscal year(s) being audited. When state funds are also
to be paid under this Agreement a Schedule of State Financial Assistance must also be included.
Both schedules include:
Grantor agency name
Federal agency
Federal program name
Other identifying contract numbers
Catalog of Federal Domestic Assistance (CFDA) number (if applicable)
Grantor contract number
Total award amount including amendments (total grant award)
Current year expenditures
If the Contractor is a state or local government entity, the Office of the State Auditor shall conduct
the audit. Audits of non - profit organizations are to be conducted by a certified public accountant
selected by the Contractor in accordance with OMB Circular A -110 "Uniform Administrative
Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and
Other Non - Profit Organizations."
The Contractor shall include the above audit requirements in any subcontracts.
In any case, the Contractor's financial records must be available for review by COMMERCE.
C. Documentation Requirements
The Contractor must send a copy of any required audit Reporting Package as described in OMB
Circular A -133, Part C, Section 320(c) no later than nine (9) months after the end of the
Contractor's fiscal year(s) by sending a scanned copy to auditreview c(Dcommerce aria aov or a
hard copy to:
Department of Commerce
ATTN: Audit Review and Resolution Office
1011 Plum Street SE
PO Box 42525
Olympia WA 98504 -2525
In addition to sending a copy of the audit, when applicable, the Contractor must include:
• Corrective action plan for audit findings within three (3) months of the audit being
received by COMMERCE.
• Copy of the Management Letter.
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9. CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY AND
VOLUNTARY EXCLUSION — PRIMARY AND LOWER TIER COVERED TRANSACTIONS
A. Contractor, defined as the primary participant and it principals, certifies by signing these General
Terms and Conditions that to the best of its knowledge and belief that they:
1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any Federal department or agency.
2. Have not within a three -year period preceding this Contract, been convicted of or had a
civil judgment rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public or private
agreement or transaction, violation of Federal or State antitrust statutes or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of records, making false
statements, tax evasion, receiving stolen property, making false claims, or obstruction of
justice;
3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental
entity (Federal, State, or local) with commission of any of the offenses enumerated in
paragraph (1)(b) of federal Executive Order 12549; and
4. Have not within a three -year period preceding the signing of this Contract had one or
more public transactions (Federal, State, or local) terminated for cause of default.
B. Where the Contractor is unable to certify to any of the statements in this Contract, the Contractor
shall attach an explanation to this Contract.
C. The Contractor 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.
D. The Contractor further agrees by signing this Contract that it will include the clause titled
"Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier
Covered Transaction," as follows, without modification, in all lower tier covered transactions and
in all solicitations for lower tier covered transactions:
LOWER TIER COVERED TRANSACTIONS
a) The lower tier contractor certifies, by signing this Contract that neither it nor its principals is
presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from participation in this transaction by any Federal department or agency.
b) Where the lower tier contractor is unable to certify to any of the statements in this Contract,
such contractor shall attach an explanation to this Contract.
E. The terms covered transaction, debarred, suspended, ineligible, lower tier covered
transaction, person, primary covered transaction, principal, and voluntarily excluded, as
used in this section, have the meanings set out in the Definitions and Coverage sections of the
rules implementing Executive Order 12549. You may contact COMMERCE for assistance in
obtaining a copy of these regulations.
10. CONFIDENTIALITY /SAFEGUARDING OF INFORMATION
A. "Confidential Information" as used in this section includes:
1. All material provided to the Contractor by COMMERCE that is designated as "confidential"
by COMMERCE;
2. All material produced by the Contractor that is designated as "confidential" by COMMERCE;
and
3. All personal information in the possession of the Contractor that may not be disclosed under
state or federal law. 'Personal information" includes but is not limited to information related to
a person's name, health, finances, education, business, use of government services,
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addresses, telephone numbers, social security number, driver's license number and other
identifying numbers, and "Protected Health Information" under the federal Health Insurance
Portability and Accountability Act of 1996 (HIPAA).
B. The Contractor shall comply with all state and federal laws related to the use, sharing, transfer,
sale, or disclosure of Confidential Information. The Contractor shall use Confidential Information
solely for the purposes of this Contract and shall not use, share, transfer, sell or disclose any
Confidential Information to any third party except with the prior written consent of COMMERCE or
as may be required by law. The Contractor shall take all necessary steps to assure that
Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or
disclosure of Confidential Information or violation of any state or federal laws related thereto.
Upon request, the Contractor 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 Contractor shall make the changes within the time period
specified by COMMERCE. Upon request, the Contractor shall immediately retum to
COMMERCE any Confidential Information that COMMERCE reasonably determines has not
been adequately protected by the Contractor against unauthorized disclosure.
C. Unauthorized Use or Disclosure. The Contractor 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.
'11. CONFLICT OF INTEREST
Notwithstanding any determination by the Executive Ethics Board or other tribunal, COMMERCE
may, in its sole discretion, by written notice to the Contractor terminate this contract if it is found after
due notice and examination by COMMERCE that there is a violation of the Ethics in Public Service
Act, Chapter 42.52 RCW; or any similar statute involving the Contractor in the procurement of, or
performance under this contract.
In the event this contract is terminated as provided above, COMMERCE shall be entitled to pursue
the same remedies against the Contractor as it could pursue in the event of a breach of the contract
by the Contractor. The rights and remedies of COMMERCE provided for in this clause shall not be
exclusive and are in addition to any other rights and remedies provided by law. The existence of
facts upon which COMMERCE makes any determination under this clause shall be an issue and may
be reviewed as provided in the "Disputes" clause of this contract.
12. 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. In the event the Materials are not considered "works for
hire" under the U.S. Copyright laws, the Contractor 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 Contractor 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 Contractor warrants
and represents that the Contractor has all rights and permissions, including intellectual property
rights, moral rights and rights of publicity, necessary to grant such a license to COMMERCE.
The Contractor 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
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therein and of any portion of such document which was not produced in the performance of this
Contract. The Contractor shall provide COMMERCE with prompt written notice of each notice or
claim of infringement received by the Contractor 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 Contractor.
EPA has the right to reproduce, publish, use, and authorize others to use copyrighted works or other
data developed under this assistance agreement for Federal purposes.
Commerce acknowledges that EPA may authorize another grantee to use copyrighted works or other
data developed under this Agreement as a result of: a) the selection of another grantee by EPA to
perform a project that will involve the use of the copyrighted works or other data or; b) termination or
expiration of this agreement.
13. DISPUTES
Except as otherwise 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.
The request for a dispute hearing must:
• be in writing;
• state the disputed issues;
• state the relative positions of the parties;
• state the Contractor's name, address, and Contract number; and
• 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.
The respondent shall send a written answer to the requestor's statement to both the Director or the
Director's designee and the requestor within five (5) working days.
The Director or designee shall review the written statements and reply in writing to both parties within
ten (10) working days. The Director or designee may extend this period if necessary by notifying the
parties.
The decision shall not be admissible in any succeeding judicial or quasi - judicial proceeding.
The parties agree that this dispute process shall precede any action in a judicial or quasi - judicial
tribunal.
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.
14. DUPLICATE PAYMENT
COMMERCE shall not pay the Contractor, if the Contractor has charged or will charge the State of
Washington or any other party under any other contract or agreement, for the same services or
expenses.
15. 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.
16. INDEMNIFICATION
To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the
state of Washington, COMMERCE, agencies of the state and all officials, agents and employees of
the state, for and against all claims for injuries or death arising out of or resulting from the
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performance of the contract. "Claim' as used in this contract, means any financial Toss, claim, suit,
action, damage, or expense, including but not limited to attorneys 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 Contractor's obligation to indemnify, defend, and hold harmless includes any claim by
Contractor's agents, employees, representatives, or any subcontractor or its employees.
The Contractor expressly agrees to indemnify, defend, and hold harmless the State for any claim
arising out of or incident to the Contractor's or any subcontractor's performance or failure to perform
the contract. The Contractor's obligation to indemnify, defend, and hold harmless the State shall not
be eliminated or reduced by any actual or alleged concurrent negligence of State or its agents,
agencies, employees and officials.
The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify,
defend and hold harmless the state and its agencies, officers, agents or employees.
17. INDEPENDENT CAPACITY OF THE CONTRACTOR
The parties intend that an independent contractor relationship will be created by this Contract. The
Contractor and its employees or agents performing under this Contract are not employees or agents
of the state of Washington or COMMERCE. The Contractor 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
Contractor 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 Contractor.
18. INDUSTRIAL INSURANCE COVERAGE
The Contractor shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If
the Contractor 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 Contractor the
full amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount
owed by the Contractor to the accident fund from the amount payable to the Contractor by
COMMERCE under this Contract, and transmit the deducted amount to the Department of Labor and
Industries, (L &1) Division of Insurance Services. This provision does not waive any of L &I's rights to
collect from the Contractor.
19. LAWS
The Contractor shall comply with all applicable laws, ordinances, codes, regulations, and policies of
local, state, and federal governments, as now or hereafter amended, including, but not limited to:
United States Laws, Regulations and Circulars (Federal)
A. Audits
Office of Management and Budget (OMB) Revised Circular A -133 "Audits of States, Local
Governments, and Non - Profit Organizations."
B. Labor and Safety Standards
Convict Labor, 18 U.S.C. 751, 752, 4081, 4082.
Drug -Free Workplace Act of 1988, 41 USC 701 et seq.
Federal Fair Labor Standards Act, 29 U.S.C. 201 et seq.
Work Hours and Safety Act of 1962, 40 U.S.C. 327 -330 and Department of Labor Regulations, 29
CFR Part 5.
C. Laws against Discrimination
Age Discrimination Act of 1975, Public Law 94 -135, 42 U.S.C. 6101 -07, 45 CFR Part 90
Nondiscrimination in Federally Assisted Programs.
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Americans with Disabilities Act of 1990, Public Law 101 -336.
Equal Employment Opportunity, Executive Order 11246, as amended by Executive Order 11375
and supplemented in U.S. Department of Labor Regulations, 41 CFR Chapter 60.
Executive Order 11246, as amended by EO 11375, 11478, 12086 and 12102.
Handicapped Employees of Government Contractors, Rehabilitation Act of 1973, Section 503, 29
U.S.C. 793.
Handicapped Recipients of Federal Financial Assistance, Rehabilitation Act of 1973, Section 504,
29 U.S,C. 794.
Minority Business Enterprises, Executive Order 11625, 15 U.S.C. 631.
Minority Business Enterprise Development, Executive Order 12432, 48 FR 32551.
Nondiscrimination and Equal Opportunity, 24 CFR 5.105(a).
Nondiscrimination in benefits, Title VI of the Civil Rights Act of 1964, Public Law 88 -352, 42
U.S.C. 2002d et seq, 24 CFR Part 1.
Nondiscrimination in employment, Title VII of the Civil Rights Act of 1964, Public Law 88 -352.
Nondiscrimination in Federally Assisted Construction Contracts, Executive Order 11246, 42
U.S.C. 2000e, as amended by Executive Order 11375, 41 CFR Chapter 60.
Section 3, Housing and Urban Development Act of 1968, 12 USC 1701u (See 24 CFR
570.607(b)).
D. Office of Management and Budget Circulars
Cost Principles for State, Local and Indian Tribal Governments, OMB Circular A -87, 2 CFR, Part
225.
Cost Principles for Nonprofit Organizations, OMB Circular A -122 (if the Contractor is a nonprofit
organization).
Grants and Cooperative Agreements with State and Local Governments, OMB Circular A -102 (if
the Contractor is a local government or federally recognized Indian tribal government).
Uniform Administrative Requirements for Grants and Other Agreements with Institutions of Higher
Education, Hospitals and Other Nonprofit Organizations, OMB Circular A -110.
FAR 31.2 for Commercial Operations.
An electronic copy of all the Circulars and applicable CFR's may be obtained via the OMB Home
Web page at http.fIwww Whitehouse qov /omb /circulars default.
Unless otherwise indicated, the Cost Principles apply to the use of funds provided under this
Agreement and In -kind matching donations. The applicability of the Cost Principles depends on
the type of organization incurring the costs.
E. Other
Anti - Kickback Act, 18 U.S.C. 874; 40 U.S.C. 276b, 276c; 41 U.S.C. 51 -54.
Governmental Guidance for New Restrictions on Lobbying; Interim Final Guidance, Federal
Register 1, Vol. 54, No. 2431Wednesday, December 20, 1989.
Hatch Political Activity Act, 5 U.S.C. 1501 -8.
Lobbying and Disclosure, 42 USC 3537a and 3545 and 31 USC 1352. (Byrd Anti - Lobbying
Amendment). 31 U.S.C. 1352 provides that Contractors who apply or bid for an award of
$100,000 or more must file the required certification. Each tier certifies to the tier above that it will
not and has not used Federal appropriated funds to pay any person or organization for influencing
or attempting to influence an officer or employee of any agency, a member of Congress, officer or
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employee of Congress, or an employee of a member of Congress in connection with obtaining
any Federal contract, grant or other award covered by 31 U.S.C. 1352. Each tier must disclose
any lobbying with non - Federal funds that takes place in connection with obtaining any Federal
award. Such disclosures are forwarded from tier to tier up to the recipient.
Contractor agrees to comply with Title 40 CFR Part 34, New Restrictions on Lobbying. Contractor
shall include the language of this provision in award documents for all sub - awards exceeding
$100,000, and require that subcontractors submit certification and disclosure forms accordingly.
In accordance with the Byrd Anti - Lobbying Amendment, any recipient who makes a prohibited
expenditure under Title 40 CFR Part 34 or fails to file the required certification or lobbying forms
shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each
expenditure.
Part 30 Recipients - All contracts awarded by Contractor shall contain, when applicable, the anti -
lobbying provisions as stipulated in the Appendix at Title 40 CFR Part 30.
Pursuant to Section 18 of the Lobbying Disclosure Act, Contractor affirms that it is not a non - profit
organization described in Section 501(c)(4) of the Internal Revenue Code of 1986; or that it is a
non - profit organization described in Section 501(c)(4) of the Code but does not and will not
engage in lobbying activities as defined in Section 3 of the Lobbying Disclosure Act.
Lobbying and Litigation - Contractor's chief executive officer shall ensure that no grant funds
awarded under this Agreement are used to engage in lobbying of the Federal Government or in
litigation against the United States unless authorized under existing law. Contractor shall abide by
its respective OMB Circular (A -21, A -87, or A -122), which prohibits the use of Federal grant funds
for litigation against the United States or for lobbying or other political activities.
Non - Supplanting Federal Funds.
Section 8 Housing Assistance Payments Program.
Hotel -Motel Fire Safety Act - Pursuant to 40 CFR 30.18, if applicable, and 15 USC 2225a,
Contractor agrees to ensure that all space for conferences, meetings, conventions, or training
seminars funded in whole or in part with federal funds complies with the protection and control
guidelines of the Hotel and Motel Fire Safety Act (PL 101 -391, as amended. Contractor may
search the Hotel -Motel National Master List at: http: / /www.usfa.dhs.gov /applications /hotel to see if
a property is in compliance (FEMA ID is currently not required), or to find other information about
the Act.
Recycled Paper
Institutions of Higher Education Hospitals and Non - Profit Organizations - In accordance with 40
CFR 30.16, Contractor agrees to use recycled paper and double -sided printing for all reports
which are prepared as a part of this Agreement and delivered to EPA. This requirement does not
apply to reports prepared on forms supplied by EPA, or to Standard Forms, which are printed on
recycled paper and are available through the General Services Administration.
State Agencies and Political Subdivisions - In accordance with Section 6002 of the Resource
Conservation and Recovery Act (RCRA) (42 U.S.C. 6962) any State agency or agency of a
political subdivision of a State which is using appropriated Federal funds shall comply with the
requirements set forth. Regulations issued under RCRA Section 6002 apply to any acquisition of
an item where the purchase price exceeds $10,000 or where the quantity of such items acquired
in the course of the preceding fiscal year was $10,000 or more. RCRA Section 6002 requires that
preference be given in procurement programs to the purchases of specific products containing
recycled materials identified in guidelines developed by EPA. These guidelines are listed in 40
CFR 247.
State and Local Institutions of Higher Education and Non - Profit Organizations - In accordance
with 40 CRF 30.16, State and local institutions of higher education, hospitals, and non- profit
organizations that receive direct Federal funds shall give preference in their procurement
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programs funded with Federal funds to the purchase of recycled products pursuant to EPA's
guidelines.
State Tribal and Local Government Recipients - In accordance with the policies set forth in EPA
Order 1000.25 and Executive Order 13423, Strengthening Federal Environmental, Energy and
Transportation Management (January 24, 2007), Contractor agrees to use recycled paper and
double sided printing for all reports which are prepared a part of this Agreement and delivered to
EPA. This requirement does not apply to reports prepared on forms supplied by EPA, or to
Standard Forms, which are printed on recycled paper and are available through the General
Services Administration.
Drug -Free Workplace Certification - Contractor must make an ongoing, good faith effort to
maintain a drug -free workplace pursuant to the specific requirements set forth in Title 40 CFR
36.200- 36.230. Additionally, in accordance with these regulations, Contractor organization must
identify all known workplaces under its federal award; and keep this information on file during the
performance of the award.
Contractors who are individuals must comply with the drug -free provisions set forth in Title 40
CFR 36.300.
The consequences for violating this condition are detailed under Title 40 CFR 36.510. Contractors
can access the Code of Federal Regulations (CFR) Title 40 Part 36 at:
http.// v.i ww. access.dpo.yov /nara /cfr /waisidx 06 /40cfr36 06 html.
Trafficking Victims Protection Act of 2000, as amended (22 U.S.C. 7104(g)): To implement
requirements of Section 106 of the Trafficking Victims Protection Act of 2000, as amended, the
following provisions apply to this contract:
a. EPA, as the Federal awarding agency for the funds being administered under this contract
may unilaterally terminate this award, without penalty, if a subrecipient that is a private entity:
(1) is determined to have violated an applicable prohibition in the Prohibition Statement below;
or (2) has an employee who is determined by the agency official authorized to terminate the
award to have violated an applicable prohibition m the Prohibition Statement below through
conduct that is either: (a) associated with performance under this award; or (b) imputed to the
subrecipient using the standards and due process for imputing the conduct of an individual to
an organization that are provided in 2 CFR part 180, "OMB Guidelines to Agencies on
Governmentwide Debarment and Suspension (Nonprocurement)," as implemented by EPA at
2 CFR part 1532. You must inform EPA immediately of any information you receive from any
source alleging a violation of a prohibition in the Prohibition Statement below.
b. EPA's right to terminate unilaterally that is described in paragraph a of this award term: (1)
implements section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as
amended (22 U.S.C. 7104(g)), and (2) is in addition to all other remedies for noncompliance
that are available to EPA under this award.
c. You must include the requirements of the Prohibition Statement below in any subaward you
make to a private entity.
Prohibition Statement - You as the recipient, your employees, subrecipients under this award,
and subrecipients' employees may not engage in severe forms of trafficking in persons during
the period of time that the award is in effect; procure a commercial sex act during the period of
time that the award is in effect; or use forced labor in the performance of the award or
subawards under the award.
F. Privacy
Privacy Act of 1974, 5 U.S.C. 552a.
Department of Commerce 16
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GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
Washington State Laws and Regulations
A. Affirmative action, RCW 41.06.020 (1).
B. Boards of directors or officers of non - profit corporations — Liability - Limitations, RCW 4.24.264.
C. Disclosure- campaign finances - lobbying, Chapter 42.17A RCW.
D. Discrimination -human rights commission, Chapter 49.60 RCW.
E. Ethics in public service, Chapter 42.52 RCW.
F. Office of minority and women's business enterprises, Chapter 39.19 RCW and Chapter 326 -02
WAC.
G. Open public meetings act, Chapter 42.30 RCW.
H. Public records act, Chapter 42.56 RCW.
I. State budgeting, accounting, and reporting system, Chapter43.88 RCW.
20. LICENSING, ACCREDITATION AND REGISTRATION
The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and
registration requirements or standards necessary for the performance of this Contract.
21. LIMITATION OF AUTHORITY
Only the Authorized Representative or the Authorized Representative's delegate by writing
(delegation to be made prior to action) shall have the express, implied, or apparent authority to alter,
amend, modify, or waive any clause or condition of this Contract. Furthermore, any alteration,
amendment, modification, or waiver or any clause or condition of this contract is not effective or
binding unless made in writing and signed by the Agent
22. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS
During the performance of this Contract, the Contractor shall comply with all federal, slate, and local
nondiscrimination laws, regulations and policies. In the event of the Contractor's non - compliance 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 Contractor may be declared ineligible for further
contracts with COMMERCE. The Contractor shall, however, be given a reasonable time in which to
cure this noncompliance. Any dispute may be resolved in accordance with the "Disputes" procedure
set forth herein.
23. POLITICAL ACTIVITIES
Political activity of Contractor employees and officers are limited by the State Campaign Finances
and Lobbying provisions of Chapter 42.17A RCW and the Federal Hatch Act, 5 USC 1501 - 1508.
No funds may be used for working for or against ballot measures or for or against the candidacy of
any person for public office.
24. PROCUREMENT STANDARDS FOR FEDERALLY FUNDED PROGRAMS
A Contractor which is a local government or Indian Tribal government must establish procurement
policies and procedures in accordance with OMB Circulars A -102, Uniform Administrative
Requirements for Grants in Aid for State and Local Governments, for all purchases funded by this
Contract.
A Contractor which is a nonprofit organization shall establish procurement policies in accordance with
OMB Circular A -110, Uniform Administrative Requirements for Grants and Agreements with Nonprofit
Agencies, for all purchases funded by this Contract.
The Contractor's procurement system should include at least the following:
Department of Commerce 17
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GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
1. A code or standard of conduct that shall govern the performance of its officers, employees, or
agents engaged in the awarding of contracts using federal funds.
2. Procedures that ensure all procurement transactions shall be conducted in a manner to
provide, to the maximum extent practical, open and free competition.
3. Minimum procedural requirements, as follows:
a. Follow a procedure to assure the avoidance of purchasing unnecessary or duplicative
items.
b. Solicitations shall be based upon a clear and accurate description of the technical
requirements of the procured items.
c. Positive efforts shall be made to use small and minority -owned businesses.
d. The type of procuring instrument (fixed price, cost reimbursement) shall be determined by
the Contractor, but must be appropriate for the particular procurement and for promoting
the best interest of the program involved.
e. Contracts shall be made only with reasonable subcontractors who possess the potential
ability to perform successfully under the terms and conditions of the proposed
procurement.
f. Some form of price or cost analysis should be performed in connection with every
procurement action.
g. Procurement records and files for purchases shall include all of the following:
1) Contractor selection or rejection.
2) The basis for the cost or price.
3) Justification for lack of competitive bids if offers are not obtained.
h. A system for contract administration to ensure Contractor conformance with terms,
conditions and specifications of this Contract, and to ensure adequate and timely follow -
up of all purchases.
4. Contractor 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.
25. PUBLICITY
The Contractor agrees not to publish or use any advertising or publicity materials in which the state of
Washington or COMMERCE's name is mentioned, or language used from which the connection with
the state of Washington's or COMMERCE's name may reasonably be inferred or implied, without the
prior written consent of COMMERCE.
26. RECAPTURE
In the event that the Contractor 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 Contractor of funds under this recapture provision shall occur within the time
period specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from
payments due under this Contract.
Department of Commerce 18
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GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
27. RECORDS MAINTENANCE
The Contractor 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 Contractor 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 State Auditor, and federal and state officials so
authorized by law, regulation or agreement.
If 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.
28. RIGHT OF INSPECTION
The Contractor shall provide right of access to its facilities to COMMERCE, or any of its officers, or to
any other authorized agent or official of the state of Washington or the federal government, at all
reasonable times, in order to monitor and evaluate performance, compliance, and/or quality
assurance under this contract.
29. SAVINGS
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way
after the effective date of this Contract and prior to normal completion, COMMERCE may terminate
the Contract under the "Termination for Convenience" clause, without the ten calendar day notice
requirement. In lieu of termination, the Contract may be amended to reflect the new funding
limitations and conditions.
30. SEVERABILITY
The provisions of this contract are intended to be severable. If any term or provision is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the
remainder of the contract.
31. SITE SECURITY
While on COMMERCE premises, the Contractor, its agents, employees, or subcontractors shall
conform in all respects with physical, fire or other security policies or regulations.
32. SUBCONTRACTING
The Contractor may only subcontract work contemplated under this Contract if it obtains the prior
written approval of COMMERCE.
If COMMERCE approves subcontracting, the Contractor 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 Contractor to amend its subcontracting procedures as
they relate to this Contract; (b) prohibit the Contractor from subcontracting with a particular person or
entity; or (c) require the Contractor to rescind or amend a subcontract.
Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The
Contractor is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term
or condition of this Contract. The Contractor shall appropriately monitor the activities of the
Subcontractor to assure fiscal conditions of this Contract. In no event shall the existence of a
subcontract operate to release or reduce the liability of the Contractor to COMMERCE for any breach
in the performance of the Contractor'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.
Department of Commerce 19
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GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
If Contractor subcontracts under this Contract, Contractor is responsible for selecting its
subcontractors and, if applicable, for conducting sub - contract competitions. Contractor agrees to:
1. Establish all subcontract agreements in writing;
2. Maintain primary responsibility for ensuring successful completion of the approved project
(CONTRACTOR CANNOT DELEGATE OR TRANSFER THIS RESPONSIBILITY TO A SUBCONTRACTOR).
3. Ensure that any subcontracts comply with the standards in Section 210(a) -(d) of OMB Circular A-
133, and are not used to acquire commercial goods or services for the subcontractor.
4. Ensure that any subcontracts to 501(c)(4) organizations do not involve lobbying activities;
5. Monitor the performance of subcontractors, and ensure subcontractors comply with all applicable
regulations, statutes, and terms and conditions which flow down in the subcontract;
6. Obtain COMMERCE consent before making a sub -award to a foreign or international
organization, or a subcontract to be performed in a foreign country; and
7. Obtain approval from COMMERCE for any new subcontract work that is not outlined in the
approved work plan in accordance with 40 CFR Parts 30.25 and 31.30, as applicable.
33. 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.
34. TAXES
All payments accrued on account of payroll taxes, unemployment contributions, the Contractor's
income or gross receipts, any other taxes, insurance or expenses for the Contractor or its staff shall
be the sole responsibility of the Contractor.
35. TERMINATION FOR CAUSE
In the event COMMERCE determines the Contractor has failed to comply with the conditions 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 Contractor in writing of the need
to take corrective action. If corrective action is not taken within 30 calendar days, the contract may be
terminated or suspended.
In the event of termination or suspension, the Contractor 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 contract and all administrative costs directly related to the replacement contract,
e.g., 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 Contractor from incurring additional obligations of funds during investigation of the alleged
compliance breach and pending corrective action by the Contractor or a decision by COMMERCE to
terminate the contract. A termination shall be deemed a "Termination for Convenience" if it is
determined that the Contractor: (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.
36. TERMINATION FOR CONVENIENCE
Except as otherwise 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. If
this Contract is so 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.
37. TERMINATION PROCEDURES
Upon termination of this contract, COMMERCE, in addition to any other rights provided in this
contract, may require the Contractor to deliver to COMMERCE any property specifically produced or
Department of Commerce 20
Contract 414 -63401 -007
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GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
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 Contractor the agreed upon price, if separately stated, for completed
work and services accepted by COMMERCE, and the amount agreed upon by the Contractor 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 Contractor such sum as the
Authorized Representative determines to be necessary to protect COMMERCE against potential loss
or liability.
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.
After receipt of a notice of termination, and except as otherwise directed by the Authorized
Representative, the Contractor shall:
1. Stop work under the contract on the date, and to the extent specified, in the notice;
2. 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;
3. 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 Contractor 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;
4. 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;
5. 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;
6. Complete performance of such part of the work as shall not have been terminated by the
Authorized Representative; and
7. Take such action as may be necessary, or as the Authorized Representative may direct, for the
protection and preservation of the property related to this contract, which is in the possession of
the Contractor and in which COMMERCE has or may acquire an interest.
38. TREATMENT OF ASSETS
Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property
furnished by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a
direct item of cost under this contract, shall pass to and vest in COMMERCE upon delivery of such
property by the Contractor. Title to other property, the cost of which is reimbursable to the Contractor
under this contract, shall pass to and vest in COMMERCE upon (i) issuance for use of such property
in the performance of this contract, or (ii) commencement of use of such property in the performance
of this contract, or (iii) reimbursement of the cost thereof by the AGENCY in whole or in part,
whichever first occurs.
A. Any property of COMMERCE furnished to the Contractor shall, unless otherwise provided herein
or approved by COMMERCE, be used only for the performance of this contract.
B. The Contractor shall be responsible for any loss or damage to property of COMMERCE that
results from the negligence of the Contractor or which results from the failure on the part of the
Department of Commerce 21
Contract #14 -63401 -007
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GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
Contractor to maintain and administer that property in accordance with sound management
practices.
C. If any COMMERCE property is lost, destroyed or damaged, the Contractor shall immediately
notify COMMERCE and shall take all reasonable steps to protect the property from further
damage.
D. The Contractor shall surrender to COMMERCE all property of COMMERCE prior to settlement
upon completion, termination or cancellation of this contract
All reference to the Contractor under this clause shall also include Contractor's employees,
agents or Subcontractors.
39. 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.
Department of Commerce 22
Contract #14 -63401 -007
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Attachment A
Scope of Work
Task
Deliverable
Timeline /Deadline
1. Project Administration/
Management
1.1 - Quality Assurance Project Plan (QAPP) Waiver
Form and, if necessary, QAPP.
July 31, 2014
1.2 - Quarterly progress reports and financial
vouchers.
Quarterly:
July 10, 2014
October 10, 2014
January 10, 2015
April 10, 2015
July 10, 2015
And if needed:
October 10, 2015
January 10, 2016
1.3 - Final project summary report.
July 10, 2015
2. Project Launch
Memorandum summarizing:
2.1 — Project definition/ needs assessment based on
Contractor and King County meeting with consulting
team to clarify methods, presentations, and
deliverable schedules.
2.2 - Review of existing development regulations in
the redevelopment areas:
• Tukwila Urban Center, and
• Tukwila International Boulevard.
2.3 - Review of planned development policies.
2.4 — Review of current and projected
redevelopment market conditions.
2.5 — Assessment of potential range of Contractor
role in redevelopment market.
August 31, 2014
3, Redevelopment Capacity
Analysis
3.1 - Memorandum summarizing findings from
growth projection analysis, land supply analysis,
and bonus increment evaluation.
3.2 — Supplemental buildable lands analysis.
September 30, 2014
4. Incentive Program
Review
4 - Memorandum summarizing findings of program
utilization, pricing review, residual land value
analysis, and incentive structure recommendations.
October 31, 2014
23
Department of Commerce
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63
Attachment A
Task
Deliverable
Timeline(Deadline
5. Landscape Conservation
and Local Infrastructure
Program ( LCLIP) Revenue
and Policy Analysis, with
input from King County
staff.
5 - Technical memorandum summarizing revenue
scenarios and policy analysis findings.
November 30, 2014
6. LCLIP Structure and
Parameter Testing, in
coordination with King
County.
6 - Technical memorandum summarizing findings of
LCLIP optimization and areas of risk exposure.
December 31, 2014
7. Implementation Package
7 — Memorandum recommending specific steps for
the Contractor to implement LCLIP.
January 31, 2015
8. Public Legislative
Process
8 - Staff reports and materials for presentations to
City Council.
June 30, 2015
Department of Commerce
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24
Attachment A
Budget
TASKS
CITY MATCH
KING
COUNTY
MATCH
GRANT
AMOUNT
TOTAL
PROJECT
COST
Task 1. Project Administration/Management
$1,275
T
$0
$1,275
Task 2. Project Launch
322
$833
3,460
5,448
Task 3. Redevelopment Capacity Analysis
318
7,860
8,178 ,
Task 4. Incentive Program Review
319
$833
9,290
9,609
Task 5. LCLIP Revenue and Policy
Analysis
319
$833
7,240
7,559
Task 6. LCLIP Structure and Parameter
Testing
322
$833
11,390
13,379
Task 7. Implementation Package
312
$833
2,820
4,799
Task 8. Public Legislative Process
4,243
$835
0
4,243
TOTAL '
7,430
5,000
$42,060
$54,490
25
Department of Commerce
Contract #14- 63401 -007
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66
City of Tukwila
Jim Haggerton, Mayor
INFORMATIONAL MEMORANDUM
TO: Mayor Haggerton
Community Affairs and Parks Committee
FROM: David Cline, City Administrator
Rachel Turpin, Assistant City Attorney
DATE: July 8, 2014
SUBJECT: Amendments to the Inter local Agreement for Pool Operations and Support
Services
ISSUE
The Tukwila Pool Metropolitan Park District (TPMPD) is recommending making revisions to the
Inter local Agreement with the City of Tukwila.
BACKGROUND
The City of Tukwila and the TPMPD approved an Inter local Agreement (ILA) for the City to
continue to provide Operation and Support Services to the Tukwila Pool. Over the past few
months, the Tukwila Pool Metropolitan Park District (TPMPD) has proposed several revisions to
the ILA and has asked the City Administration and City Council to review these changes. This
was also brought forward for discussion at the March 25, 2014 and June 10, 2014 Community
Affairs and Parks (CAP) Committee meetings. At Committee of the Whole meeting on June 23,
2014, there was consensus to bring forth the CAP recommended ILA for final Council approval.
At the June 25, 2014 the TPMPD approved additional changes to the ILA. These additional
changes are now being brought back to the CAP for discussion. Any final amendments to the
ILA will have to be approved by both the City Council and the TPMPD Board.
DISCUSSION
Since January, the City and the TPMPD have been discussing possible changes to the ILA, and
many versions have been created. The following attachments provide the most recent versions
which were last seen by the Committee of the Whole and the TPMPD. The CAP is now being
asked to review this language and provide direction on any additional changes or modifications
to this agreement.
• Attachment A is the current ILA signed by both parties in December 2013;
• Attachment B is the draft ILA previously recommended by CAP on June 10, 2014 and
then approved by the Committee of the Whole on June 23, 2014 to be forwarded to the
next Regular meeting for final approval.
• Attachment C is the draft proposed by the TPMPD June 25, 2014; and
• Attachment D is the draft proposed ILA with track changes (Attachment A & Attachment
C combined).
FINANCIAL IMPACT
Unknown
67
INFORMATIONAL MEMO
Page 2
RECOMMENDATION
A copy of the current ILA is attached for your review. Administration would like Committee
members to review the entire agreement and be prepared to discuss any recommended
amendments to the agreement at the July 15, 2014 Community Affairs and Parks Committee
Meeting.
ATTACHMENTS
Attachment A: ILA signed by both parties in December, 2013
Attachment B: Draft ILA approved by Committee on June 10, 2014 and COW on June 23, 2014
Attachment C: Draft ILA proposed by the TPMPD June 25, 2014
Attachment D: Proposed amended ILA with track changes (merging Attachment A and C)
W: \Council Memos\2014 \TPMPD ILA \InfoMemo re MPD ILA 7- 9- 14.docx
68
ATTACHMENT A
INTERLOCAL AGREEMENT
FOR SUPPORT SERVICES
BETWEEN THE CITY OF TUKWILA AND
THE TUKWILA POOL METROPOLITAN PARK DISTRICT
In accordance with the Interlocal Cooperation Act (RCW 39.34), the City of Tukwila
( "Tukwila ") and the Tukwila Pool Metropolitan Park District ( "TPMPD "), both of whom are
Washington municipal corporations, hereby enter into the following agreement:
I. RECITALS
Tukwila and TPMPD, through their respective legislative bodies, have declared their intent
to create a relationship whereby TPMPD contracts for support services from Tukwila; and
Tukwila and TPMPD recognize that the cost savings from shared support services greatly
outweighs the increased facility and administrative expenses in creating and maintaining separate
facilities and accounting practices associated with the operation of the City of Tukwila Pool and
related services;
Now, Therefore, Tukwila agrees to provide, and TPMPD agrees to pay for, support services
to facilitate the operation of TPMPD and the City of Tukwila Pool:
II. AGREEMENT
1. Term of Agreement, Termination and Renewal.
1.1 Term. This Agreement shall be valid from the Effective Date set forth in Section
4.1 of this Agreement until January 1, 2016
1.2 Renewal. This Agreement may be renewed only by written agreement of both
Parties.
2. Scope of Work.
2.1 Pool Operations Scope of Work. Duties shall be performed by the incumbent
identified by job title(s), however the City Administrator may delegate
responsibilities based on staff availability and organization needs. Tukwila shall
perform the duties described in "Exhibit 1" for the TPMPD.
2.2 Pool Staff and Management. The cost of pool staff and management salaries and
benefits are not included in this agreement. The cost of pool staff and
management salaries and benefits shall be billed separately to the TPMPD. The
positions of Aquatics Program Coordinator, Aquatics Program Specialist, and
Extra Labor comprise pool staff and management.
Attachment A: Interlocal agreement signed by both parties in December 2013
69
2.3 Support Services Scope of Work. Duties shall be performed primarily by the
incumbent identified by job title, however, the City Administrator may delegate
responsibilities based on staff availability and organizational needs. Tukwila
shall perform duties described in "Exhibit 2" as needed and requested by the
Board President or his or her designee.
2.4 Support Services Cost Basis. TPMPD shall pay Tukwila for providing support
services based on the hourly wages and benefits of City staff and their time spent
providing support services, plus 10% for overhead expenses. Support Services
will cost approximately $6,600 per month; however, nothing in this agreement
limits Tukwila's ability to invoice more than $6,600 per month.
2.5 Monthly Invoice. Tukwila shall provide to TPMPD a monthly invoice for support
services provided to TPMPD outlining the nature of the services provided, the
hours of service provided, the hourly rate applicable to such services and the
expenses incurred no later than 15 business days after the end of each month.
Payment shall be due from TPMPD 30 days from the date of invoice and made
payable to the City of Tukwila.
2.6 Employees. All City employees who provide the TPMPD the services called for
in this Agreement shall be employees of the City, and not employees of the
TPMPD. Except as provided in this Agreement, the employees of the City who
are performing the services called for in this Agreement shall not be entitled to
any benefit from the TPMPD. The City shall, at all times, be solely responsible
for the conduct of its employees in performing the services called for in this
Agreement. The City shall be solely responsible for all compensation, benefits
and insurance for its employees. The TPMPD agrees to adopt and enforce the
City's policies and procedures related to employee safety, pool behavior and
workplace harassment.
2.7 Records. All records relating to the provision of the services called for in this
Agreement shall be considered records of the TPMPD, and shall be retained in
accordance with the records retention requirements of the TPMPD; provided, the
City may retain copies of any records that it must retain to comply with its own
retention requirements or other applicable laws.
3. Indemnification and Hold Harmless. Each party agrees to defend, indemnify, and hold
harmless the other party and each of its employees, officials, agents, and volunteers from
any and all losses, claims, liabilities, lawsuits, or legal judgments arising out of any
negligent or willfully tortious actions or inactions by the performing party or any of its
employees, officials, agents, or volunteers, while acting within the scope of the duties
required by this Agreement. Each party shall be responsible for its own legal costs and
attorneys' fees. This provision shall survive the expiration of this Agreement. This
provision shall also survive and remain in effect in the event that a court or other entity
with jurisdiction determines that this Agreement is not enforceable. It is further
specifically and expressly understood that the indemnification provided herein constitutes
each party's waiver of immunity under industrial insurance, Title 51 RCW, solely to carry
Attachment A: Interlocal agreement signed by both parties in December 2013
70
out the purposes of this indemnification clause. The parties further acknowledge that they
have mutually negotiated this waiver.
3.1 Insurance. Each party shall carry and maintain, for the duration of this Agreement
property and liability insurance coverage for all operations, facilities, equipment,
and personnel, including liability, at not less than the amount and coverage's as
existing on the date of this Agreement in a form and with a company acceptable
to the other party.
4. General Provisions.
4.1 Effective Date. This Agreement shall be effective upon ratification by each
Party's governing body and execution by TPMPD's Board President and the
Mayor of Tukwila.
4.2 Amendment. This Agreement may be amended only upon the consent of both
Parties. Any amendments shall be in writing and shall be ratified and executed
by the Parties in the same manner in which this Agreement was originally
adopted.
4.3 Waiver. The waiver by any party of any breach of any term, covenant, or
condition of this Agreement shall not be deemed to be a waiver of any subsequent
breach of the same term, covenant, or condition of this Agreement.
4.4 Severability. If any provision of this Agreement shall be held invalid, the
remainder of the Agreement shall not be affected thereby.
4.5 Entire Agreement. This Agreement represents the entire understanding of the
Parties and supersedes any oral representations that are inconsistent with or
modify its terms and conditions.
4.6 Counterparts. This Agreement shall be effective whether signed by all Parties on
the same document or signed in counterparts.
4.7 Notices. Any notice to be provided under the terms of this Agreement, shall be
delivered by certified mail, return receipt requested, or by personal service to the
following:
For Tukwila: For TPMPD:
City Clerk
City of Tukwila
6200 Southcenter Blvd.
Tukwila, WA 98188
President
TPMPD
6200 Southcenter Blvd.
Tukwila, WA 98188
Attachment A: Interlocal agreement signed by both parties in December 2013
71
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed.
CITY OF TUKWILA TUKWILA POOL METROPOLITAN
PARK DISTRICT
By: By:
Jim Haggerton, Mayor Title: Board President
Dated: Dated:
Attest: Attest:
Christy O'Flaherty, City Clerk Title: Clerk of the Board
Approved as to Form: Approved as to Form:
Shelley M. Kerslake, City Attorney Brian Snure, Attorney for TPMPD
Attachment A: Interlocal agreement signed by both parties in December 2013
72
ATTACHMENT B
INTERL()CAL AGREEMENT
FOR SUPPORT SERVICES
BETWEEN rITHE CITY OF TUKWILA AND
rJffl TUKWILA POOL METROPOLITAN PARK DISTRICT
In accordance with the Inter local Cooperation Act (RCW 39.34), the City of Tukwila
("Tukwila") and the Tukwila Pool :Metropolitan Park District ("TPMPD"), both of whom are
Washington municipal corporations, hereby enter into the .following agreement:
RECITALS
Tukwila and TPMPD, through their respective legislative bodies, have declared their intent
to create a relationship whereby TPMPD contracts for support services from Tukwila; and
Tukwila and TPMPD recognize that the cost savings from shared support services greatly
outweighs the increased facility and administrative expenses in creating and maintaining separate
facilities and accounting practices associated with the operation of the City of Tukwila Pool and
related services;
Now, Therefore, Tukwila agrees to provide, and TPMPD agrees to pay for, support services
to facilitate .the operation of TPMPD and the City of Tukwila Pool:
11. AGREEMENT
Term of Agreement, Termination and Renewal.
1.1 Terni. This Agreement shall be valid from the Effective Date set forth in Section.
4..1 of this Agreement until
by S C 111 1 r1 C S lIr 1 111U1 rI fit
1 1 1 111 n t ft:if riciffitinittytititfitrit„ ttlatit itiottit
1 Y1 l 1111 ten (1 1 1 1 1H chiie (late oft net 111 V Id H
h• LtA '<III Li C m 11. written niestictit it) the
1.-1.1.....)ticT has. beeti 11 11(1 ft-fay 1111 1
[.) pin riot e t
tins shitdi 11 111 irripthr tiuk.htitaf s 1 d1
Fe line d y 11 Id theadatiliihitt
f(ir to cali"y 1] 111111( 1111Y111d1r 11L1 A.(2j111111111„..,11.1111,..
Ay dIl1 111 irriffichitifitittitiltit in tile Id 111 IrI tittlitetitintittifittitts 'fitHs to
Attachment B DRAFT ILA approved by Committee on june 10, 2014 and CCM/ June 23, 2014
73
1.2 Renewal. This Agreement Agreernent may he renewed only hy wriilen agreemcnl of
2. Scope of Work.
2.1 Pool Operations Scope 0[Wor�. Duties shall be performed by the incumbent
identified by job fillets), however the City Administrator may delegate
rcypouxibUidux based on staff availability and organization ocoda. Tukwila shall
perform the duties described in "Exhibit 1" for the TPMPD.
2.2 Pool Staff and Management. The co1. of P00] staff and rnanagcrnent salaries and
benefits are not included in this agreement. The cost of pool staff and
rouuxgcozon1 salaries and benefits shall he hil!cd separately to the TPMPD. The
positions of Aquatics Program Coordinator, Aquatics Program Specialist, and
Extra Lahor comprisc pool staff and management.
2.3 Support Services Scope of Work. Duties shall he perforrned primarily hy(he
incumbent identified by. job title, however, the City Administrator may delegate
responsibilities based on staff availability and organizational needs. Tukwila
shall perform duties described in "Exhibit 2" as needed and requested by the
Board. President or his or her designee.
2.4 Support Services Cost Basis. TPMPD shall pay Tukwila Ior providing support
services hased on the hourly wages and henefits of City staff and their time spent
providing support mcrviccs, plus 10% .for overhead expenses. Support Services
1 cost approximately $6,600 per month; however, nothing in
this agreement. limits Tukwila's ability to invoice more. than 26,600 per month.
2,6 Monthly Invoice. Tiikwi!a shall provide 10 TPMPD a monthly invoice for support
services provided to TPMPD outlining the nature of the services provided, the
hours of service pnovidcd, the hourly rate applicable to such services and the
expenses incurred no later than 15 business days after the end of each month.
Payment shall be due from TPMPD 30 days from the date of invoice and made
payahlc to the City of Tukwila,
2,623 Bonnloycex, All City. employees who provide the TPMPD the services
called for in this Agreement shall be employees of the City, and not employees
Attachment 13'
74
�[T[L& approved hyComn`i'/,eoo]uuc lK2O|4 and CO June 2l2O|4
of the TPMPD. Except as provided in this Agreement, the employees of the City
who are performing tbu services called for in this Agreement shall not he entitlect
\m any benefit from the TPMPl}. The City shall, at all times, he solely respoiisihlc
for the conduct of its employees in performing tbc services called for in this
Agreement. The City shall he sotc!y rcsponsihle for alt corupcnsation, benefits
and insurance for its employees, The TPMPD agrees to adopt and efifeiveRilioAiyi
the City'a_DN policies and procedures related to employee safety, pool
behavior and workplacc harassment.
Records. All records relating to the provision of the services called for in
this Agreement shall bocoomidcnzdzcoonJuofdzrT9MPl). and shall be retained
in accordance with the records retention requirements of the TPMPD; provided,
the City may retain copies of any records that it must retain to comply with its
own. retention requirements or othcr applicable laws.
3. Indemnification and Hold Harmless. Each party agrees to defend, indemnify, and hold
harmless the other party and each of its employees, officials, agents, and volunteers from
any and all losses, claims, liabilities, lawsuits, or legal judgments arising out of any
negligent or willfully tortious actions or inactions by the performing party or any of its
employees, officials, agents, or volunteers, while acting within the scope of the duties
required hythis Agreement. Each party shall he responsihle for its own legal costs and
attorneys' fees. This provision shall survive the expiration of this Agreement. This
provision shall also survive and remain in effect in the event that a court or other entity
with jurisdiction determines that this Agreement is not enforceable. It is further
specifically and expressly undcrstood that the indemnification provided herein constitutes
each party's waiver of' immunity under industrial insLlrance, Title 5 1 RCW, solely to carry
out the purposes of this indemnification clause. The parties .further acknowledge that they
have mutually negotiated this waiver.
].| Insurance. Each party shall carry and mainlain, for the duration of this Agreemeiit
property and liability insurance coverage for all operations, facilities, equipment,
and personnel, including liability, at not less than the amount and coverage's as
existing on the date of this Agreement in a :form and with u company acceptable
to the, other party.
i
vvittlin
AuuohmcmB AFL ILA approved 6y Comm btee nnJune l0.2U|4 and C( uoc2}.20|4
1;2 roittitie trittintirnitinimittitattittkilti rurni (tit: ntintnit«tintilitti
ti,tattentle itaft?1\111..).
latilarlirri nintintitylii, financial rittirtiiinits tint
illonittily rept:iris
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etittttticrrnicnt rittipollirig strati hitt sittlyinlinted.
13itialidi in tinie to be trinilittditi(tilitittlilittit...iittitrinilItittriiiititlititititibtintittiiiiiiiitibillyintitl.ijitti
rrittintlintiir
(l.ltYlillitint ".11-'1\41-1„).
tc)
111,- 1,11(1,1111)1H: F".cylrY1
"1-1"'TV rira:,/ ca.:induct fl.)«tirtitytrun'ittin:iti .1\ tit tiryte
itt rikudit itt
oriniiirriterit titrititilritititt
itits........12trei.,riiitytecl to 11.„„)i:rectiir titict iitutlincici. tiltrit
reliniri,g. to 1.1112.
.1-i,=.;.):!;.hit. tini.ticitirlityi rcirnt..pritt ctir littrottatiritircitt
titti
L1.11tif„:..r• 1111..is 111:1(ixfified., ret11.00,/(:"..(1
tritki
tit tiruictilsitintatil
arni litrincechtures, TiPl\/.11)1...) rigrit to. attliipi
turiciaproirectillics rind siLcliottiollittert ittinpriicedurett nitircinit
and. Itilit.titectunitii stitileirt tottrittiiiir nititt litRit tin.;
!ttitttitcirtittottttt.,tlltiJy2fttljrjtiittttttttlt(torilllitlltltittltfilljt) fl-N.1.'y' not ticlitx rtittlitititrernerits ii.urritrnt
strititi (yr. federal sitandrircis„ pntiaritatist..ipplantleit ()non
Attachment B. DRAFT ILA approved hy Committee )fl June 10, 2014 and C e 23, 2014
76
Periordiitiori
oval
Exiiirty not
era fciir
the
Effective Date. This Agreement shall he effective upon ratilication hy each
Party's governing body and execution hyTPMPL)'s Board President and the
Mayor o Tukwila.
Amendment. This Agreement may be amended only upon the consent o[
both Parties. Any amendments shall be in writing and shall be ratified and
executed by the Parties in the same manner in which this Agreement was
originally adopted.
vur* TIie waiver hy any par(y of any hreach ef any term, covcnaiit, or
condition of this Agreement shall not be deemed. to be a waiver of any subsequent
breach of the same term., covenant, or condition of this Agreement.
Suvcruhiliiy. If any provision of this Agreement shall be held iovulid, .the
remainder of the Agreement shall not he affected thereby.
Entire Agreement. This Agreement repceooniy the entire understanding of
the Parties and supersedes any oral representations that are inconsistent with or
modify its terms and conditions.
Counterparts. This Agreement shall bc effective le '7 Si- hy all
Parties on the same document or signed in counterparts.
Notices. Any rIc)tice to he provided under the terms of this Agreement, shall.
be delivered by certified mail, return receipt requested, or by personal service to
the following:
For Tukwila: For TPMPD:
City Clerk President
City ofTukwila TPMPD
62UU3ouibccnicrBlvd, 6ZO0 Som. 'enter Blvd.
Tukwila, WA 98188 Tukwila, WA 98188
Attachment 13: DRAFT ILA approved by Committee on n- 10„ 20 4 and CO e -13, 2014
78
IN WITNESS HEREOF, the partie hereto have causcd thk Agreement 10 he executcd,
CITY ()F TUKWILA TUKWILA POOL METROPOLITAN
PARK DISTRICT
By: By:
Jim Haggerton, Muvor Title: Board President
Dated:
Attest: Attest:
Christy O'Flaherty, City Clerk.
Title: ('Icrk of the Board
Approved umk`Forn): AnpcovedaxioFoun�
Shelley M. Kerslake, {]\y Attorney Brian Sounc, Attorney [urTP P[)
Attachment Q:1 AFT ILA 'approved hy 'ommkcrooJunc \O.2U|4 and COW Jun o23.2O\4
80
ATTACHM.ENT C
INTERLOCAL AGREEMENT
FOR SUPPORT SERVICES
BETWEEN THE CITY OF TUKWKL/k AND
THE TUKWILA POOL METROPOLITAN PARK DISTRICT
In accordance with the lntcdocn] Cooperation Act. (RCVK 39.34), the City of Tukwila
("Tukwila-) and the Tukwila Pool .Metnopolkun Park District ("-[PMP[Y`), both of whom are
Washington municipal corporations, hereby. enter into the following agreement:
RECITALS
Tukwila and TP2NP[), through their respective legislative hodiea,bavcdecluredihcirioteui
to create a relationship whereby TPMPD contracts for support services from Tukwila; and
Tukwila and TPMPD recognize that the cost savings from shared suppor services greatly
outweighs the increased facility and administrative expenses in creating and maintaining separate
facilities and accounting practices associated with the operation of the City. of Tukwila Pool and
related services;
.
Now, 'Therefore, Tukwila agrees to provide, and TPMPD agrees to pay for, sup rt services
to facilitate thc operation of TPMPD and the City of Tukwila Pool:
11. AGREEMENT
1.1. Term. This Agreement Agreement shall be valid from the Effective 1i)atc set forth in Section 4. 1 of
this Agreement until December Ji,2U|5 unless terminated hyconxoo1of(hepurheawrby
one of the termination methods set forth below, etc.
(u). Terrnination tor non-payment. l[ the TPMPD has not made u monthly payment within
tcu(lO)duysadzritmdocdotcofnc130,TukwiluubuJ\send,hyzrgiyk:ncdcuuUood
emai], written notice to the TPJVIPI) that such payrnent is overdue. If payment is not
made within five (5) business days after said notice has been rcceived, Tukwila may
terminate this Agreement by providing vvrittco notice to (be TPMPD, it being
understood that nothing in this shall limit or iolpoicTokvvi|u`o right to any remedy
otherwise available under applicable law.
(b). Ternination for failure to carry insurance, Either party may terminate this Agreement.
immediately in the event the other party fails to maintain the insurance coverage
required under Section 3.1.
(c1 Termination Without, Cause. Either party may terminate this agreement at any time
with one hundrcd twcnty (1 20) days written notice 10 the other Party.
Attachment C: Wall ILA proposed by the JPMPD6~25'\4
1.2. Renewal. This Agreement may be renewed on .y b. -ritten agre-m- , Parties.
2. Scope of Work.
.l. Pool ona Scope of Work. Duties shall be by the incumbent identified
by job titlets), however the City Administrator may delegate responsibilities based on staff
availability and organization nccdm. Tukwila shall perform the duties described in
"Exhibit 1" for the TPMPD.
. Pool Staff and Management. The cost of pool staff and management salaries and 'benefits
are uot included iu this agreement. The cost of pool staff and management. salaries and
benefits shall be billed separately to the TPMPD. The positions of Aquatics Program.
Coordinator, Aquatics Program Specialist, and Extra Labor comprise pool staff and
management.
2.3. Support Services Scope ol Work. Duties shall he perforrnecl primarily hy the incumbent
identified by job title, however, the City Administrator may delegate responsibilities based
on staf'f availability and organizational needs. Tukwila shall perform duties descrihed in
"Exhibit 2" as needed and requested by the Board President or his or her designee.
2.4. Support Services Cost Basis. TPMPI) shall pay Tukwila for providing support services
based on the hourly wages and benefits of City staff and their time spent providing support
aezvicc*, plus 1096 for overhead expenses. Support Services are estimated to cost
approximately S6,600 per month; however, nothing in this agreement |icniiy TukvvUa`m
ability to invoice more than :6,600 per month.
2.5. Cost Controls. ' '
AX407----OfFee-C,osts If support services costs exceed $_0‘,000
'
Inc i shall � options for reducing
the costs. TPMPD will actively seek and implement cost saving measures to
assist in maintaining costs below the annual maximum.
2.6. Monthly Invoice. Tukwila shall providc to TPMPD a monthly invoice tor support services
provided to TPMPD outlining the nature of the services provided, the hours of service
provided, the hourly rate applicable to such services and the expenses incurred no later
than 15 business days after the end of each coonib, .Payment shall be due from TPMPD
30 days from the clate of invoice ancI niade payahle to the Cily of Tukwila,
2.7. Employees. AU(ity employees who provide the TPMPD thescrviccaodledfor in this
nt shall he employees of the City, and not employees of the TPMPD. Except as
provided in this /\grcecoeo1. Uhu employees of the City who are performing the services
called for in this Agreement shall not be entitled to any benefit from the TPMPD. The
City shall, at all times, be solely responsible for the conduct of its employees in performing
the services called for in this Agreement. The City shall be solely responsible all
Attachment C.: -A proposed by the ]9MPD6'25'}4
82
compensation, 'benefits and insurance for its employees. The TPMPD ugrcca to adopt and
follow the City's personnel policies and procedures related to coup|oyoc safety, pool
behavior and workplace harassment.
7�
. . Fecordx . All record relating to thc p ,v| e/ wo of the services ca!led for in n this Agzecoco i
shall be considered :records of the TPMPD, and shall he retained in accordance with the,
records retention requirements of the TPMPD; provided, the City may retain copies of any
records that it must retain to comply with its own retention requirements or other
applicable laws.
3. Indemnification and Hold F|unnlcxx. Each party agrees to defend, indeoniFv, and hold
harmless .the other party and each of its employees, officials, agents, and volunteers from any
and all losses, claims, Uahi|i(irm, lawsuits, or legal judgments arising out of any negligent or
willfully tortious actions or inactions by the .performing party or any of its employees, officials,
agents, or vm|uo1eecs, while acting within the scope of the duties required by this Agreement.
Each party shall be responsihle for its OWfl legal costs and attorlleys' !ees, Tliis provision shall
survive the ex irntiouVf\hiaAnrce/ocni This provision shall also survive and rernain in effect
in the event; .that a court or other entity with jurisdiction deiermincs that this Agreement is not
enforceable. It is further specifically and expressly understood that the indemnification
provided herein constitutes eucb party's waiver of immunity under industrial insurance, Title
51 QeW, solely to carry out the purposes of this indemnification clause. The parties further
surance. Each party shall carry and maintain, for the duration of this Agreement property
and liability insurance coverage for all operations, facilities, equipment, and personnel,
including liability, at not less than the amount and coverage's as existing on the date of
this Agreement in a form and pith. a company acceptable to the other party.
4. Accountability and Repo '
4.l. Annual Operations yYwrkp|un '
copiattletion_witb. the Executive DirectoL, shall provide the 'FP.MPD with an Annual
(Vexations Work. Plan for the cornin.g year on or. before November 15th of each yean
faL Annual ("Vexations Work. Plan
' orb
shall be suhject to thc approval of the TPMPD, within 45 days of
uobudUd, which approval shall not be unreasonably withheld. If the TPMPD does
not approve the i , it shall specify in detail a
reasonable basis for its disapproval. If the TPMPD fails to provide its approval or a
reasonable basis for disapproval within the foregoing 45-day period, the Annual
us submitted hy Tukwila shall hc deemed approved.
In the event of dispute or disagreement regarding the adoption of or compliance with
the the parties shall resolve such dispute
pursuant to the Dispute Resolution provisions in Paragraph 67.
Attachment C: Draft lL&pnnpu,cdby the TPMPD6'25'l4
4it4, Annual ()vocations
Plan shall include, u1uminioiunz, the foUovviugc1coicoLa:
(i), Proposcd pool hours, programs, partncrships, and ucr fees,
di). Proposed routine maintenance plan and identification of non-routine
maintenance for th.e year.
xed annual operating budget including all operational expenses and
expected revenue (not to include capital expenses or TPMPD administrative
costs).
.Proposedprotrain level success criteria
.Proposed plan fb.r shift' development t.initproposeki. measurement of success.
�
n
� including limited outlined in
t he An n al Qpe rat one week cseven days) ^
ior to
meetirigL
Monthly Financial Reporting. Tukwila shall provide monthly financial reports to the
TPMPL). The monthly reports shall provide all income and expenses, including staffing
ancl support services, separating operationa! expenses frorn capital cxpco*caundTpMPD
administrative costs. T!ie reporting shall be suhmittcd to thc TPMPD Board in tirne to he
included in the distribution for the monthly public meeting.
4,2,74„13. Montlijy: ' u operations
report to the TP.M..1)f).. 'the mcintlily ' consistent with ^
current monthly qierations report format and (...ontent,
_ _ _ _'_---n_ _- _ t—
4.4. Performance Audits. The TPMPD may conduct Performance Audits at such time as
TPMP[) determines m Performance Audit im necessary. Performance Audits will include,
but arc not iirnitcd to, review of Tukwila's per!ormancc against vck
Plan benchmarks, budget, timelines of current and future projects and other deliverables
as presented 10 the Executive Director and outlined in the Work
5. Tukwila Policies and Procedures. The TPMPD agrees to adopt and follow all Tukwila policies
and procedures relating to the operation of the pool existing on the date of this Agreement.
Tukwila reserves the right to modify, rcmovc or add policies and procedures relating to the
operation of the pool, provided hovvcvur, if such policies and procedures affect the TPMPI]`e
Attachment C: Dral 11! .A proposed by the TPM,D 6-25-l4
84
costs under this Agreement, such modified, removed or additional policies shall hc subject to
the prior approval of the TPMPD, such approval by the TPMPD not being unreasonably.
withheld.
6. TPMPD Policies and Procedures. TbuIPMPI) reserves ibehdz( to adopt TPMPD policies
and procedurcs that govcrn p00] policy and operations. mpr/udcmy
^ i ' ^ such Policies or
procedures 4fhe:L the wages or working conditions o[Tukwila enrn\ ,
such policies and procedures shall be subject to prior approval by Tukwila, such approval not
being unreasonably withheld. TRMPD policies may not relax requirements below current local,
state or federal standards. TPMPD policies shall supersede alt previous policies once adopted.
7. Dispute Resolution.
7.1 Negotiation. In the event a clispute arises uncler this Negotiation. Agreement the parties agree to engage
inu process o[ negotiation iozrmO\n: such dispute.
7.2. Mediation. If the parties are unable to resolve a dispute regarding this Agreement through
ucgohr4ioo, either party may demand m diu1ioo through a process tohcnzniozd]y agreed.
to in good faith hetween the partics within 30 days. The parties shall share cqually the
costs of mediation and each party shall be responsible for their own costs in preparation.
and participation in the rocdiaii0o, including expert witness fees and reasonable attorney's
fees.
he -seed i atieseeflaiSesee
i
Fein geS4Heney
i i
he -een4+41-1yeseeeeeel -se- -es e+13 lie heel
hive- 30-eHieffdaf (Jays frees sheeel asesfehesee44eftelessatelete-fi Tees -SiefV-e-HHAeli tafhi HIOf
i deteHnii
qiieS440-FIS--13f-
i
Attachment C.:: .Draft ILA proposed. by. the `I:PM:Pt) 6-25-14
a-e1
is t,
.eral Provisions.
8.1. No Separate Entity Created. This Agreement does not establish useparate legal oudiy,
joiuthourd,OrudodniyUa\voaeuti0nforU/cporp0ueofucquiriug,nzao iog,ordispoaiog
of property, or any other Onunciu| obligation allowed under the lnicrucui Cooperation
Act.
82. Administration. Unless the Parties otherwise agree, there shall be no lead agency.
responsible for ibc administration of this Agreement. This Agreement shall be
..td.thinistered jointly by th.e chief officers of the respective Parties.
8.3. Property Ownership. This Agrcement does not provide for jointly owned property. All
property presently owncd or hereafter acquired by using TPMPI) funds shall remain the
property of the TPMPD and all pfl)perty prescntly owned or hcreafter acquircd using City
[undo in performing services under this Agreement shall remain the property of the City
in the event of the termination of this agreement.
8.4. Benefits. This agreement is entered into for the benefit of the parties to this agreement.
only and shall confer no benefits, direct or implied, on any third persons.
8,5. Effective Date. This Agreement shall be effective upon ratification by each Party's
governing body and execution by. TPMPD's Board President and the Mayor of Tukwila.
8.6. Amendment. This Agreement may be amended only upon the consent of both Parties.
Any amendments shall he in writing and shall be ratified and executed hy the Parties in
the same manner in which this Agreement was originally adopted.
8.7. Waiver. The waiver by any party of any breach of any term, covenant, or condition of this
Agreement shall not be deemed to be a waiver of any subsequent breach of the same term,
covenant, or condition of this Agreement.
8.8. Severability. if any provision of this Agreement xhul| be held invalid, the remainder of
the Agreement shall not 'be affected thereby.
8.9. Entire Agreement. This Agreement represents the entire understanding of the Parties and
supersedes any oral representations that are inconsistent with or modify its terms and
conditions.
N.lV Counterparts. This Agre mcntubdlbccffecdve whethcr signed hy all Parties on
the same document or signed in counteiTarts.
Attachment C: Draft U.& proposed hy the. ]9 PD(-25'|4
86
8.11. Notices. Any notice to he provided under the .terms of this Agreement, shall he
delivered by certified mail, return receipt requested, or by personal service to the
.followrng:
For
City Clerk
City of Tukwila
6200 Southcenter Blvd.
Tukwila, WA 98188
Attachment Draft 11 A proposed by the TPMPD 6-25-14
For TPMPD:
President
TPMPD
6200 Southcenter Blvd,
Tukwila, WA 98188
87
IN 'WITNESS WHEREOF, the parties hereto have causcd this Agreement to hc execut
CITY OF TUKWILA
By:
Jim flaggetton, Mayur
Dated:
Attest:
TUKWILA POOL METROPOLITAN
PARK DISTRICT
By:
Title: ac' uinn Board President
Dated:
Attest:
Christy O'Flaherty, City Clerk Title: e Kruller Clerk of the Board
Approved as to R.
Approved as to Form:
Shelley M. Kerslake, City Attorney Brian Snure, Attorney for TPMPD
Attachment C.: Draft ILA proposed by the TPMPD 6-25-14
88
ATTACHMENT D
INTERLOCAL AGREEMENT
FOR SUPPORT SERVICES
BETWEEN THE CITY OF TK}KWILA AND
',VHF TKJKWILA POOL MET.ROPOLKTAN PARK DISTRICT
In accordance with the bzicducd Cooperation Act (RCW 39J4). the City of Tukwila
("Tukwila") and the Tukwila Pool Metropolitan Park District. (^TPMPD"), both of whom are
Washington municipal corporations, hereby enter into the .following agreement:
RECITALS
Tukwila and TPMPD, through their respective le ia]ahvcbodies.hovcdcclaccdtbch.iohcu\
to create ureluhouship whereby TPMPI)contracts for support services frnnoTukw'i1u; and
Tukwila and TPMPD recognize that the cost savings from shared support services greatly
outweighs the increased facility and administrative expenses in creating and maintaining separate
facilities and accounting practices associated with the operation of the City of Tukwila Pool and
related services;
.
Now, Therefore, Tukwila agrees to provide, and TPMPD agrees to pay for, support services
to facilitate the operation of TPMPD and. the City of Tukwila Pool:
O. AGREEMENT
Terrn of Agreement, Termination and Renewal.
Tocm. This Agreement shall be valid from the Effective Date set forth in
Section 4.1 or this Agreement until ii-c+eua/Y 2014). Pocoi R) WnWihittcd oJuu lot di
efty
tlile lNyza �
it.s dite date of net bshall
i
tnade _ Iffpyfitylileirt is not
nc&y days after sflici tifftlee b
this
(h).„ ure oaf fyiinsuriunce„
i in the \s
AuucbmcntD: 7'9-I4 Proposed Draft ILA with track changes
Renewal. This Agreemcnt may he rencwecl only by written agreement of hth
2,4Z, |„ Pool Operations Scope of Work. Duties shall be performed by the incumbent
identified by job title(s), however the City Administrator may delegate responsibilities
based on staff availability and organization needs. Tukwila shall. perform the duties
described in "Exhibit I" for the TPMPD.
Pool Staff and Management. The cost of pO()l staff and rnanagernent salaries anc!
heneFits are not incluc!ed in this agrcement. The cost o[ pool staff and management salaries
and benefits shall bc hillcd separately to the TPMPD. Thc positions of Aquatics Prograni
Coordinator, /\qouhco Program Specialist, and Extra Labor cocopriac pool staff and
management.
Support Services Scope of Work. Duties shall be performed primarily by the
incumbent identified by job title, however, the City Administrator may delegate
responsibilities based on staff availability and organizational needs. Tukwila shall
perform duties described iu "Exhibit 2" as necded and requcsted by the Board President
uypoc(
Services Cost Basis. TPMPD shall pay Tukwila for providing support
services based on the hourly wages and 'benefits of City staff and their time spent providing
support services, plus 1O96 for overhead expenses. Support Services lvi| '
cost. approximately $6,600 per month; however, nothing in this agreement. limits
Tukwila's ability to invoice more than $6,600 per .month.
. .
h serviecs costs exceed
i C mi)
4=2` Monthly liivoice. Tukwila shall provide to TPMPD a rnonthly inVOICC for support
services provided to TPMPD outlining the nature of the services provided, the
hours of service provided, the hourly rate applicable to such services and the
expenses incurred no later than 15 business days after the end of each month.
Attachment D:7-9'|4Proposed ILA with track chanes
90
.Payment shall be due from TPMPD days from the date of invoice and made
payablc to the City of Tukwi Ia.
Employecs. All City employees who provide the TPMPD the services cailed for
in this Agreement shall be employees of the City, and not employees of the TPMPD.
Except as provided in this Agreement, the employees of the City who are performing the
services called for in this Agreement shall not be entitled to any benefit f.`.rorn. the 717PMPD.
The City shall, at all times, be solely responsible [br\bc conduct of its employees in
performing the services called f'or in this Agreement. The City shall he solely responsible
for all cocopcuau1ioo, benefits and insurance for its employees. The TPMPD ugrcca to
adopt and e*+fo*ep the City's_personnei policies and procedures related to employee
safety, pool bcbuvinrand workplace harassment.
Records. /\U records relating to the provision of the services called for in this
Agreerncnt shalt be considered records of thc TPMPD, and shal! hc retained inaccordance
with the records retention requirements of the TPMPD; provided, the City may retain
copies of any records that it must retain to comply with its ovvo retention requirements or
other applicable laws.
3 Indemnification and Hold l|urodeSu. Each party agrees to defcud, iudcmnifv, and hold
burnJcxyibcoihcrpm1yaodcucbo[kscmnloyceu,oOOciule,ugeu(y,uudvo|ontccr from. any
and all losses, claims, liabilities, lawsuits, or legal judgments arising out of any negligent or
willfully tortious aciions or inactions hy the perforniing party or any of its emptoyee.s, officials,
agents, or volunteers, while acting within the scope of the duties required by this Agreement.
Each party shatt he responsii. le for its OWfl tegal costs and atiorneys' fees, This provision shalt
survive the expiration of this Agreement. This provision shall also survive and remain in effect
in the event that a court or other entity wit.h jurisdiction determines that this Agreement is not
enforceable. It is further specifically and expressly understood that the indemnification
provided herein constitutes each party's waiver of irnmunity under industrial insurance, Title
51 RCW, s()lely to carry out the purposes of this ioduozniDcaJiooc1uuse. The parties further
acknowledge that they have ritittually negotiated this waiver.
Insurance. Each party shall carry and maintain, for the duration of this Agreement
property and liability insurance coverage for all operations, [4ci1i\ica, equipment, and
personnel, including liability, at not less than the amount and coverage's as existing on the
date of this Agreement in a .forrn and with a company acceptable to the other party.
4^_Accomirdbiliry
� .
^ ()Rera.t ions Work with. *liz
.
(4), Annual ,ef'kifi.g-in-eofijtir-rretion-withHthe
Exectitive-Direeter7 .Ann 13...A.1 Operations 'Woit
'
Attachment D:7'u-|4 Proposed Draft ILA " :xckchuoga
11..4.113,Araitttlia-Plaisi shall be sutititict to late rwiircheal or the l'ItfIVIffitti, within 45 (lays of"
thibpdatattrawithat aspitioval shalt not tit,„! unreasithabfa withheld, If the ittI)MI""1„..) does
not hpittrove the Annual Qpertittions Viork I'lanWfwliellkin„ it shall tipecify; detail a.
tttttt.„itrttIhftt?;:tttti.„2tttfii„...sfPf......rittttsi„littttlh;Plahvah If the "..fit'lltItlfitlitttlitt itct.....P.ffttvide tittif„Itit2PLittettitt.....il
reasonable basis l'or disapintoval within the foregpinen elisciattpitierind, tile Annual
Qperations Work PltinWEirk-Ilitatti its suhanitted ftiyhitukvaila shrill be deetnect tipproved,
lin the event. of diripute cif disrigireernent titigardinit; the itclouption of. or crirtipilance
the Annual (..!pterations Work. PlanWefk-Plan, the parties shalt tarsal:ye such clispitte
itairstuarit nut the :1„,„„)itiptite Resohnion tprovishans Paraltrapti 67„
tttb), Annual Oilerations Work. In (1.!onterit. tithe Annual (2perations \Vork. PlanNAltot44.2titail
shall ittelithitinta.t. rit inininifuntit taint foliciwinstaelernituts:
(nit Ftiotuitsetit routine rhairitenanett iitatti and identification of ncrinsioutine
hipjatirpttiftnrpo;ftrht;;;nttttoyhnta
CUD., Firppifsed annual operatirnhit includinsti a.1.1 cipttrational expenses and.
exitstetert retptinue (not to inchid.e. ettrapital. expiimses or SIPMPl...) aittninistrative
tp 'lir f'.roposettprtigLain.l.evel success criterii and proposed. nlettsure.m.eints 01 success. •Proposcd:plan or staff devel.o_pintient iind_pi oposed. tricastireinent. of' sticcess.
(.Annual (2perations Work Plan Quarterly Reportim Tuk Willa Shall provide the 14'MP")
with cplartelly reportslinchticiltrit,l)LIt 0101 huntcd t0prOVeSs tOWard goals ouilined in
the Annual Qperations Work Plan. hies reports arc due to the Executive Direcwr
gne_wetelst_bevertslaysi_pitior to tile monthly "17PVIPD Board of CommissioneCs
0.1Q.g.1
.2, .Mottithly leirtan.t.*a. littl;ttpittrtitnitk shrilLaprovide inotiahly firthilicial ittitriarsts tile
itatie fricintlitynteports shall provide ail income and eiteitshises, incliorlintit stall] ....
thud thipittort s;cirtsittert,.. setriaratitust tippratitinal expenses frittin cripital expenses; anel Tli"NtIPti)
crtists„ 'nut ratipcirting shrill be sithrilitteci. to the intitiNalittl) 13riatsd. in. tithe to be
itiata...);:titektti„.......iii......111thttlititifik tittittiltiraliftesilitirtrh ittlfthrititb.l.„!!„..f„.......fitsttr;t1Stft
sl,3„ 1\4ontilly Qperations ReportirtLere 1 u.k.wi.la shall_providejuppiititilysveratiorisLeportIo_the
TPM.PD. The monthly operations report. sh.a.11. be consistent with. -futkwila's curren.t
ntiontirlyippera.tions....reportfOritna.t._and content,
-,l,,,tt.]Hik.t-_tlitp-ptrttt-irgre-:zf-ti-ktwa-ll—pfe-videetttie—TPM-.PD---witht-M-eottity7et-ttfftetlyefepoittts
T-PMPD-
BeTwd
Attachment D: 7-9-14 Proposed Draft ILA with track changes
92
tttglattltNntrttgrniatIce Aga ling tlthe TPM.131) !grit:2,g conduct Pertorniance Audits at suet] tirne
"tralAN/11".I.) cletd:rumines a l'terforthan(re Amain riecessa.tAg .1.)caforraingticgrAtittitri ttaill_stratctutsita,
'hitt ttregiot. litraned to, review ctinfakvvilaas petricntrannce Anrittal Qpgrati(ms
preserued tr.) ftwecuttytt Idirecttot and. ()Lai ined in the (.),12crations
.5tttstttttttyyijttat"trslictttsgdttcl Inrctgeartres, The dalftM1).1.3 a:grees to arldpt and latilatrw Itticaggtan?olicies
adritt.......tttrct,aggluaTess rehitirtg to the operaticsn of ltarattgrol rtxistiricgattri tile crate (....rr this Agreellierit„
I-eserves tile right tic.) rnodingya runt:rye (at- acicttptatjgagtt titalrIttigtattcrittt,intgintrlatttnigattt..ajgc:t
(.......Teration theapoolatprrivigleci. ficstvevets, sughtpplicies and. igroggcli.,..trun, attect t[kgattl."10....ft"ait...taa
npatn„.t„utgltttittltt.cgAgtggtttertn ritatdifiectagentoverl acklitittnalapolicies shalt startjtact to
altnaptrictr. crt the 11131VICit1D, such tlitp_rcata.d. tty the. 71s1).M.1").1)sittttriagargat trglIggit.trittbly
vtatithc...rigt.
fatadattlnlittl2Tatschtdes and Procedures., 71-12).M.Pti rc.:'..se.rves the right. to additct di).1\tiPla? prdieles
rlititipstagsglattgas, h angc...nt can pp o o ay_ ncl. on s, If such. policies, qf feet pocil
711"NIPD will obta.in Tu.k.wila.'s inpuplyior to adoptinzathe policies. If such
proceduires affect the waggs or wat.rkiit_gt conclitiorni anartikwiluggrowlo aataggfggftN4tIttglatj.9.titstt.
sattahtptittincies anclaptatreditTes sita.11. stitgtgrt. tddator atapartati. Tukwilait, !,:c«.ActiliatrItticAral not
stritcattra jtatigrat stacaiards, superset: e alittareviounuadlgties ridtttpttatt....
DinTurte
gtgrajggtsttarttjts.ag La the event a cligratne arises tinder this Agrecanent thrt ttrusdgra td...strtagtIgg
in a. 12rocess an' riggc)liaticiln lt) resolve stich clistottes
2traNitgritattdrunif litenpurties a.re tunable tc) redolve alispitte rtaggurcling this ./.6q..tae,entetigdtturctttgtt
thagtuttatittiggatittletattartgarraty aiernand triedintion tirnyttah aurtrocgss to .1te tyruthaily. agigt.gtrt
to in. go(.30 fatth betv,/cien theaparties within. 30 (tags, "......rhedr2arties shall snare ectttallg the.
costs cif. rhediation aind etictuttarts shall tat regponsible their caavn cgtstsa jugpreptitrataatt
atactaparticattinnion in the rherliationt eXpcnri. witness fees anti itgasortable attorngygg
Inagatt
3,2 Aatyitfationudttstg-FdedtatiettafarotreasHrtcnttetdhe-gtftreeatst+pern-etatfat-tte-grdetitattiondcatk-te
fesetverthesalisputettlieritswithintaickseatealdatuthtysagettlierapaHatydruatyastibtrtistatitestitspute
tenagbitaditietratte& the-pitod‘.edttaresge-cstite-Stu.pertcwsGota,tdRutesatdrtaaN,Iattclrttansy
ArfittititationgtittettalitigutheabeettlarMigutertittEtays-Arshi-Haftirtn-RttittsdefathersKintarGetuttaya
Eitatintefestedrafbittaatetaseteeted-ptfasniatitutsthesMattglateftyrAfttittiation4autiergswrdidtberth
pafties-tgttdtsirrgseEtua-ttyatnstltedecrst-Ettgtheda,]Sb-ittrtttergssslsite--kmgattetnefstttecgatbt 'attiernstittll
latgardattutally agyeed—ortsetaatbtighedwbygutiedsassiggteda-AabttisatatagdarRltdtttedgtaywn—ef
...VVatattirtgteirtswittageNeargitsuproettecittitgusandlit:ttultispiitaty-stiadilabearem)ortsibleglaafattgrewti
eastssidaftfitsparittg-Patuadmittafticripatirtgairattitanattailtr-atitaftaitteittilitIgge.xpetstawitriettastites
afKisfeasettablestatterttesylsafeess
Attachment D: 7-9-14 Prri 1 Dralt 1LA with track changes
93
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de nowt 314)03 -not- improve- Oat -fitifstitioirti 4.000.3 the tatlyittiatettist
x eNipefifiefi
HiSiiiifiiifiggig
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� 4 dtet-ithe .-stritiet-te-yrti4100 gegii Egli 4 i Hal ftfitine (tiff- tesigif ---144F-eiate tri-p dirty lily -tifitattrate
n _ tilt _'_-_ ~~._t ' ~~_~~., ^.. ~^^ ^~.~^^~^^ ~^ ^~~~^f^ sligitigsS4 .`~ ~.^.~
e3-1eee at
Provisions.
Ti
�
/
/\cL
diti
a.dsnini,storityl jointly 12y: the. chief offitters oft the. resipective Ittarties„
futids perforatitiatit serfenites uttdcr s ADTernent
fin the everit of the tearnainatiort cif this itgyeetnend
8als t3enefits. diftlattett.terd is trrtititrect. into tiffr (HI-Kt benefit of tile pristies tt..) this attireetrient
Effective Date. This Agreement shall be effective upon ratification by each
Party's governing body and execution by TPMPD's Board President and the Mayor of
Amendment. This Agreement may be amended only upon the consent o[both
Parties. Any amendments shall be in writing and shall he ratified and executed by the
Parties in the same manner in which this Agreement was originally adopted.
Waiver. The waiver hy any party of any hreach 0! any terrn, covenant, or
condition of this Agreement shall not be deemed to he a waiver of any subsequent breach
ot the same term, covenant, or condition nf this Agreement.
Attachment D: 7-9-14 Proposed I raft ILA with track changes
94
Severability. If any provision of this Agreement shall he held invalid, the
remainder of the Agreement shall not be affected thereby.
Entire Agreement, This Agreement represents the entire understanding of the
Parties and supersedes any oral representations that are inconsistent with or modify its
terms and conditions.
4,68, fi 0, Counterparts. This Agreement shall he effective whether signed by all Parties on
the same document or signed in counterparts.
1, Notices. Any notice to he provided under the terms of this Agreement, shall be
delivered by certified mail, return receipt requested, or by personal service to the
.following:
Attachment : 7-9-
For Tukwila: For TP P
City Clerk.
City of Tukwila
6200 Southcenter Blvd,
Tukwila, WA 98188
4 - posed raft ILA with track. changes
President
TPMPD
6200 Southcenter Blvd,
Tukwila, WA 98188
95
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed.
CITY OF TUKWILA
TIJKWILA POOL METROPOLITAN
PARK DISTRICT
By: By:
Jinx , Mayor Title: can .Quinti„Board President
Dated: Dated:
Attest: Attest:
Christy O'llaherty, City Clerk Title: 11:,ciitp:K1:01e11,....clerk of the Board
Approved as to Form: Approved as to Form:
Shelley M. Kerslake, City Attorney Brian Snure, Attorney for TPMPD
Attachment D: 7-9-14 Proposed Draft ILA with track changes
96