HomeMy WebLinkAboutReg 2014-07-21 Item 5F - Agreement - Landscape Conservation and Local Infrastructure Program Feasibility Study with Heartland LLC for $42,060COUNCIL AGENDA SYNOPSIS
Meeting Date
Prepared by
Maajor's rc yew
Council review
07/21/14
LM
❑ Resolution
Mtg Date
❑ Ordinance
Mtg Date
❑ Bid Award
Mtg Date
❑ Public Hearin8
Mtg Date
❑ Other
Mtg Date
Mtg
SPONSOR ❑ Council ❑ Mayor ❑ HR ►1 DCD ❑ Finance ❑ .Firs ❑ IT ❑ P&R ❑ Police ❑ PIF
SPONSOR'S The City Council is being asked to approve a contract for services with Heartland LLC to
SUMMARY evaluate how the Landscape Conservation and Local Infrastructure Program (LCLIP)
promoting urban redevelopment and resource land conservation could be implemented in
the City's urban center (Southcenter) and Tukwila International Boulevard (TIB) Corridor.
The cost of these services is $42,060 and will be fully funded by a federal grant which was
accepted by Council in May 2014.
REVIEWED BY ❑ COW Mtg.
❑ Utilities Cmte
DATE: 07/15/14
/1
CA &P Cmte
❑ F &S Cmte
❑ Parks
COMMITTEE
Comm
❑ Transportation Cmte
❑ Planning Comm.
ITEM INFORMATION
ITEM No.
5.F.
51
STAFF SPONSOR: LYNN MIRANDA ORIGINAL AGENDA DA1'I ,;: 07/21/14
AGENDA ITEM TITLE Contract for services with Heartland LLC - Landscape Conservation and Local
Infrastructure Program (LCLIP) Feasibility Study
CATEGORY ❑ Discussion
Mtg Date
/ 1
Motion
Date 07/21/14
❑ Resolution
Mtg Date
❑ Ordinance
Mtg Date
❑ Bid Award
Mtg Date
❑ Public Hearin8
Mtg Date
❑ Other
Mtg Date
Mtg
SPONSOR ❑ Council ❑ Mayor ❑ HR ►1 DCD ❑ Finance ❑ .Firs ❑ IT ❑ P&R ❑ Police ❑ PIF
SPONSOR'S The City Council is being asked to approve a contract for services with Heartland LLC to
SUMMARY evaluate how the Landscape Conservation and Local Infrastructure Program (LCLIP)
promoting urban redevelopment and resource land conservation could be implemented in
the City's urban center (Southcenter) and Tukwila International Boulevard (TIB) Corridor.
The cost of these services is $42,060 and will be fully funded by a federal grant which was
accepted by Council in May 2014.
REVIEWED BY ❑ COW Mtg.
❑ Utilities Cmte
DATE: 07/15/14
/1
CA &P Cmte
❑ F &S Cmte
❑ Parks
COMMITTEE
Comm
❑ Transportation Cmte
❑ Planning Comm.
❑ Arts Comm.
CHAIR: DUFFIE
RECOMMENDATIONS:
SPONSOR /ADMIN.
COMMPITEE
Department of Community Development
COST IMPACT / FUND SOURCE
EXPENDITURE REQUIRED AMOUNT BUDGE "FED APPROPRIATION REQUIRED
$0 $0 $0
Fund Source:
Comments:
MTG. DATE
RECORD OF COUNCIL ACTION
MTG. DATE
ATTACHMENTS
07/21/14
Informational Memorandum dated 07/07/14
Contract for Services with Heartland LLC
Minutes from the Community Affairs and Parks Committee meeting of 07/15/14
51
52
TO:
City of Tukwila
Jim Haggerton, Mayor
INFORMATIONAL MEMORANDUM
Mayor Haggerton
Community Affairs and Parks Committee Members
FROM: Jack Pace, Director, Department of Community Development
BY: Lynn Miranda, Senior Planner 0--�
DATE: 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>pronnotingurbGnred8vB|Opnlentand
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 processes, 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 ill 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 p 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 Projects\LCLIP Grant\Contract\Consultants\Info memo_Heartland.doc
54
n
City of ��«^J� x ukwx«a
G200Southcenter Boulevard, Tukwila VVAQ8188
Contract Number:
CONSULTANT AGREEMENT FOR
PLANNING SERVICES
THIS AGREEMENT is entered into between the City of Tukwila, Washington, hereinafter
referred to as "the City", and Heartland LLC, hereinafter referred to as "the Consultant", in
consideration of the mutual benefits, terms, and conditions hereinafte .
i Project Designation. The Consultant is retained by the City to perform planning services in
connection with the project titled "Evaluating the Feasibility of Implementing Landscape
Conservation and Local Infrastructure Program (LCLIP) 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 federally funded, the Consultant agrees to abide by all the
provisions yet forth in Exhibit ^^C" 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.
3. 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
commence upon written notice by the City to the Consultant to proceed. The Consultant shall
perform all services and provide all work product required pursuant to 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 be made as provided on Exhibit
^^B" 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 City 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 by the City and, upon approval tbeocoy, payment shall be made
to the Consultant in the amount approved.
C. Final payment of any balance due the Consultant of the total contract price earned will be
made promptly upon its ascertainment and verification by the City 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, equipment 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 be 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, employees, 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 from
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 be written on Insurance Services Office (ISO) form CA 00 01 or a substitute
form providing equivalent liability coverage. If necessary, the policy shall be
endorsed to provide contractual liability coverage.
CA revised : 1 -2013
56
Page 2
2. Commercial General Liability insurance with limits no less than $1,000,000 each
occurrence, $2,000,000 general aggregate. Commercial General Liability
insurance shall be 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 Commercial General Liability insurance policy with respect to the
work performed for the City.
3. Workers' Compensation coverage as required by the Industrial Insurance laws 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 be
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 be excess of the Consultant's
insurance and shall not be contributed or combined with it.
C. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.
Best rating of not less than A:VII.
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 be
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
57
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 employee 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 fee, 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.
12. 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 (10)
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 be 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
58
Page 4
17. Notices. Notices to the City of Tukwila shall be sent to the following 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 be of any force or effect unless it is in
writing and signed by the parties.
DATED this day of , 2014.
CITY OF TUKWILA CONSULTANT
By:
Mayor, Jim Haggerton
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
59
Exhibit A
Scope of Services
Heartland LLC, with assistance from subconsultants ECONorthwest and Forterra, will provide
services associated with Tasks 2 -7 below.
Task
Deliverable
Timeline /Deadline
1. Project Administration/
Management
No consultant services required for this task — 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 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
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 : 1 -2013
60
Page 6
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
Staff reports and materials for presentations to City
Council. No consultant services required
June 30, 2015
CA revised : 1 -2013
Page 7
61
Exhibit B
Budget
TASKS
GRANT AMOUNT
Task 1. Project Administration/Management
$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
S2,820
Task 8. Public Legislative Process
$0
TOTAL
$42,060
CA revised : 1-2013
62
Page 8
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
63
THIS PAGE INTENTIONALLY LEFT BLANK
Department of Commerce
Contract #14- 63401 -007
64
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
65
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 B, Budget
Department of Commerce
Contract #14 -63401 -007
66
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
yid. \.::ail,%n rt tulo, ill a a.eot
3. Contractor Representative
Lynn Miranda
Senior Planner
206- 433 -7162 I
Hum
4. COMMERCE Representative
Heather Ballash P.O. Box 42525
Senior Planner 101 1 Plum Street SE
Phone: 360 - 725 -3044 Olympia, WA 98504 -2525
hiat lief .halfn,hhaCoininerCe.'',Leo1
S. 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
• e
FOR COMMERCE
Kendee Yamagu Assist't Director
Local Government and Infrastructure Division
6//3/01 Cl/ 41
1i 'aggerton, ,
of Tukwil.
Date
APPROVED AS TO FORM ONLY
BY ASSISTANT ATTORNEY GENERAL
APPROVAL ON FILE
Date
Department of Commerce
Contract #14 -63401 -007
67
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 2
Contract # 14- 63401 -007
68
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
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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.
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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.00v /programs leap /qa /dots /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 / /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 /Elm) 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.
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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, " MBE/WBE 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 MBE/WBEs are counted toward a COMMERCE's MBE/WBE 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(EDcommerce wa 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 return 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 loss, 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 ROW 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 CircularA -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 1701 u (See 24 CFR
570.607(b)).
0. 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. / /viww Whitehouse gov /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. 243 \Wednesday, 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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FEDERAL FUNDS
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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FEDERAL FUNDS
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. / /viww. access .gpo.gov /n_ara /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 in 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.
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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, Chapter 43.88 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, state, 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:
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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.
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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.
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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
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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
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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.
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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
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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
Contract #14- 63401 -007
90
24
Attachment A
Budget
TASKS
CIT1' MATCH
KING
COUNTI'
MATCH
GRANT
AMOUNT
TOTAL
PROJECT
COST
Task I. Project Administration/Management
$1,275
$0
$1 ,275
Task 2. Project Launch
322
$833
3,460
5,448
Task 3. Redevelopment Capacity Analysis
318
7,860
8,178 j
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
91
92
City of Tukwila
Community Affairs and Parks Committee
COMMUNITY AFFAIRS AND PARKS COMMITTEE - Meeting Minutes
July 15, 2014 — 5:30 p.m. — Hazelnut Conference Room
PRESENT
Councilmembers: Joe Duffie, Chair; Dennis Robertson, Verna Seal
Staff: Jack Pace, Ryan Larson, Lynn Miranda, Rachel Turpin, Laurel Humphrey
CALL TO ORDER: Committee Chair Duffie called the meeting to order at 5:30 p.m.
I. PRESENTATIONS
II. BUSINESS AGENDA
Committee Chair Duffie requested a moment of silence in memory of Shelley Kerslake.
A. Grant Acceptance: Duwamish Gardens Project
Staff is seeking Council approval to approve a grant agreement with the Salmon Recovery
Funding Board for $949,434.00 for the Duwamish Gardens Project, which is now in the final
design and permitting phase with construction expected this fall. This award requires a City match
of $301,523 which can come from other non -State funding sources, and an additional
$1,565,000.00 in construction grant funding has already been secured from the King County
Flood Control District and King Conservation District. The total construction cost estimate is
$1,800,000.00. UNANIMOUS APPROVAL. FORWARD TO JULY 21, 2014 REGULAR
CONSENT AGENDA.
B. Contract: Heartland LLC
Staff is seeking Council approval of a service contract with Heartland LLC to evaluate how the
Landscape Conservation and Local Infrastructure Program (LCLIP) promoting urban
redevelopment and resource land conservation could be implemented in the City. The cost for
these services is $42,060 and is fully funded by a Washington State Department of Commerce
grant which was accepted in May 2014. LCLIP is a program that allows cities to access a portion
of county property tax in exchange for adopting policies that incentivize protection of resource
lands while directing development toward urban growth areas. UNANIMOUS APPROVAL.
FORWARD TO JULY 21, 2014 REGULAR CONSENT AGENDA.
C. Interlocal Agreement: Tukwila Pool Metropolitan Park District
Staff is seeking Council approval of amendments to the Interlocal Agreement for Pool Operations
and Support Systems proposed by the Tukwila Pool Metropolitan Park District (TPMPD) Board of
Commissioners. The Committee previously reviewed proposed amendments to the ILA at its June
10 meeting and forwarded those amendments to the June 23, 2014 Committee of the Whole. At
its June 25, 2014 TPMPD meeting the Board approved additional changes that must
subsequently be approved by the Council. The Committee discussed the most recent version of
the ILA as well as the direction of the pool operations and likely transition to a different provider.
Following discussion, Councilmember Robertson approved the latest version of the ILA and
Councilmembers Duffie and Seal were in favor of forwarding the item to the Committee of the
Whole with no recommendation. DIVIDED RECOMMENDATION. FORWARD TO JUNE 28,
2014 COMMITTEE OF THE WHOLE FOR DISCUSSION.
93