HomeMy WebLinkAbout26-027 - Contract - Washington State Department of Ecology - Salmon Recovery through Local Planning GrantDocusign Envelope ID: 61 E4160E-45D3-47F8-8AF8-F6A8437E5057
26-027
Council Approval 7/21/25
/'Wf Wahin ton State
D prtrnenit of
C/onimeree
Federal Interagency Agreement with
Washington State Department of Ecology
through
Washington State Department of Commerce — Growth Management Services
Contract Number:
26-63111-003
For
Salmon Recovery through Local Planning Grant - Puget Sound National
Estuary Program
Dated: Thursday, January 1, 2026
Docusign Envelope ID: 61 E4160E-45D3-47F8-8AF8-F6A8437E5057
Table of Contents
TABLE OF CONTENTS..............................................................................................................................................2
FACESHEET............................................................................................................................................................3
SPECIAL TERMS AND CONDITIONS.........................................................................................................................4
1.
AUTHORITY......................................................................................................................................................4
2.
ACKNOWLEDGEMENT OF FEDERAL FUNDING.................................................................................................4
ALL WRITINGS CONTAINED HEREIN...............................................................................................................16
3.
CONTRACT MANAGEMENT...........................................................................................................................11
AMENDMENTS..............................................................................................................................................16
4.
COMPENSATION............................................................................................................................................11
ASSIGNMENT.................................................................................................................................................16
5.
SUBCONTRACTOR DATA COLLECTION...........................................................................................................11
CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION.........................................................................16
6.
INDIRECTCOSTS............................................................................................................................................11
COPYRIGHT....................................................................................................................................................16
7.
BILLING PROCEDURES AND PAYMENT...........................................................................................................11
DISPUTES.......................................................................................................................................................17
8.
AUDIT............................................................................................................................................................13
GOVERNING LAW AND VENUE......................................................................................................................17
9.
FRAUD AND OTHER LOSS REPORTING...........................................................................................................13
INDEMNIFICATION........................................................................................................................................17
11.
INSURANCE...............................................................................................................................................14
LICENSING, ACCREDITATION AND REGISTRATION....................................................................................17
12.
ORDER OF PRECEDENCE............................................................................................................................14
RECAPTURE...............................................................................................................................................17
GENERAL TERMS AND CONDITIONS.....................................................................................................................15
1.
DEFINITIONS..................................................................................................................................................15
2.
ALL WRITINGS CONTAINED HEREIN...............................................................................................................16
3.
AMENDMENTS..............................................................................................................................................16
4.
ASSIGNMENT.................................................................................................................................................16
5.
CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION.........................................................................16
6.
COPYRIGHT....................................................................................................................................................16
7.
DISPUTES.......................................................................................................................................................17
8.
GOVERNING LAW AND VENUE......................................................................................................................17
9.
INDEMNIFICATION........................................................................................................................................17
10.
LICENSING, ACCREDITATION AND REGISTRATION....................................................................................17
11.
RECAPTURE...............................................................................................................................................17
12.
RECORDS MAINTENANCE.........................................................................................................................17
13.
SAVINGS....................................................................................................................................................18
14.
SEVERABILITY............................................................................................................................................18
15.
SUBCONTRACTING....................................................................................................................................18
16.
SURVIVAL..................................................................................................................................................18
17.
TERMINATION FOR CAUSE........................................................................................................................18
18.
TERMINATION FOR CONVENIENCE...........................................................................................................19
19.
TERMINATION PROCEDURES....................................................................................................................19
20.
TREATM ENT OF ASSETS............................................................................................................................20
21.
WAIVER.....................................................................................................................................................20
ATTACHMENT A: SCOPE OF WORK.......................................................................................................................21
ATTACHMENT B: BUDGET....................................................................................................................................29
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ovcuaignEnvelope ID: u1s41oor-4soo-47 E5057
Face Sheet
Research .mDevelopment: OYes DON" Contract Number: 26-63111-003
Local Government Division ' Growth Management Services Z8ubrecipiemd
Climate and Ecosystem Services DContractor
1. Contractor
2. Contractor Doing Business As (as applicable)
City of Tukwila
N/A
6200 Southcenter
Tukwila, WA 98188
3. Contractor Representative
4. COMMERCE Representative
Neil Tabor, AICP
Angela San Filippo 1011 Plum Street SE
Senior Planner
Ecosystem Services Manager Olympia, WA 98504-2525
(206) 431-3659
(564) 233-9522
5. Contract Amount
6 Funding Source
7. Start Date
8. End Date
$213,000
Federal: Z State: El Other: El N/A: El
January 1, 2026
June 30, 2027
9. Federal Funds (as applicable) Federal Agency: ALN Indirect Rate
$213,000 Environmental Protection N/A 15%
Agency
91-6001519
SWV0018023
91-6001519
UEQNMC26C8T3
14. Award Method NOFO/RFX # Proviso #
0 Non -Competitive Z Competitive N/A N/A
15. Contract Purpose
Support incorporation of Best Available Science and best practices for riparian habitat management, conservation, and tree canopy
protections. Support stormwater management on City of Tukwila owned and operated properties and identify a methodology to identify
tree canopy for stormwater management. To enable the methodology to be extended to privately -owned properties the projectwill evaluate
and develop stewardship programs that provide opportunities for property owners to voluntarily implement tree canopy best practices
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 and warrant they are authorized to bind their respective
agencies. 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, Attachment "B" — Budget
FOR CONTRACTOR
FOR COMMERCE
E S"gned by:
DocuSigned by,
E
3A6B2C4E7
C401AD40A
Max Baker, Development Supervisor on behalf of Nora
Mark K. Barkley, Assistant Director
Gierloff, Director, Department of Community Development
Local Government Division
City of Tukwila
1/8/2026 111:06 AM PST
12/29/2025 111:42 AM PST
Date
Date
APPROVED AS TO FORM ONLY
BY ASSISTANT ATTORNEY GENERAL
APPROVAL ON FILE
Page um29
Docusign Envelope ID: 61 E4160E-45D3-47F8-8AF8-F6A8437E5057
Special Terms and Conditions
1. AUTHORITY
COMMERCE and Grantee enter into this Contract pursuant to the authority granted by the Interlocal
Cooperation Act, Chapter 39.34 RCW.
ACKNOWLEDGEMENT OF FEDERAL FUNDING
Federal Award Date: February 20, 2024
Federal Award Identification Number (FAIN): PC -01J95801-0
Federal Awarding Agency: Environmental Protection Agency through Washington State Department
of Ecology
Total amount of federal funds obligated to this Subrecipient for this program: $213,000
Total amount of federal funds obligated to this Subrecipient for all programs: $213,000
Unless otherwise specifically authorized herein, the budget period start and end dates shall be the
same as the start and end dates on the Face Sheet.
The Grantee agrees that all reports, documents, signage, videos, or other media developed or issued
by the Grantee describing programs or projects funded in whole or in part with federal funds under
this Contract shall contain the following statement:
"This project has been funded wholly or in part by the United States Environmental Protection
Agency under assistance agreement PC -01J95801-2 to the Washington State 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. Grant funds are administered by the Growth
Management Services Unit, Washington State Department of Commerce."
The Grantee and any Sub -recipient must comply with the applicable EPA Assistance General Terms
and Conditions outlined below. These terms and conditions are in addition to the assurances and
certifications made as part of the award and terms, conditions or restrictions reflected on the official
assistance award document.
A. Semi -Annual Performance Reports — FEATS Reporting
Commerce shall submit performance reports on behalf of the Grantee, also known as Financial and
Ecosystem Accounting Tracking Systems (FEATS) reports, every six (6) months during the life of the
project. Reports are due 15 calendar days after the end of each reporting period. The reporting
periods shall end March 31 and September 30th of each calendar year. Reports shall be submitted
to the Washington State Department of Ecology (ECOLOGY) Project Manager and will be provided
electronically.
In accordance with 2 CFR 200.328, as appropriate, Commerce agrees to submit performance reports
that include brief information on each of the following areas:
A comparison of actual accomplishments to the outputs/outcomes established in the
assistance agreement work plan for the period;
The reasons why established goals were not met, if appropriate;
Additional pertinent information including, when appropriate, analysis and explanation of cost
overruns or high unit costs.
The Grantee shall immediately notify the Commerce Project Manager of developments that have a
significant impact on the award -supported activities. As appropriate, the Grantee agrees to inform the
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Docusign Envelope ID: 61 E4160E-45D3-47F8-8AF8-F6A8437E5057
Commerce Project Manager as soon as problems, delays or adverse conditions become known which
will materially impair the ability to meet the outputs/outcomes specified in the assistance agreement
work plan. This notification shall include a statement of the action taken or contemplated, and any
assistance needed to resolve the situation.
B. Final Performance Report — FEATS Reporting
Commerce shall submit a final performance report through FEATS, which is due 30 calendar days
after the expiration or termination of the grant. The report shall be submitted to the ECOLOGY Project
Manager and must be provided electronically. The report shall generally contain the same information
as in the periodic reports, but should cover the entire project period.
C. Information Collection Requirements
The Grantee agrees to comply with the requirements of the Paperwork Reduction Act in completing
the project. If the scope of work includes a survey, a questionnaire or similar information -gathering
activity, the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), requires ECOLOGY clearance
prior to the recipient's collection of information by means of identical questions posed to 10 or more
persons. The RECIPIENT will provide to the COMMERCE Project Manager the following information:
(1) description of the information to be collected; (2) explanation of the need for the information; and
(3) to whom the survey is being directed and COMMERCE will facilitate ECOLOGY clearance.
D. Annual Conferences
The Grantee may attend one or more appropriate conferences each year, which may be within the
Puget Sound region. The specific conferences will be determined in consultation with the
COMMERCE Project Manager. The purpose of this requirement is to provide recipients with
opportunities to learn about and benefit from other relevant initiatives and programs that relate to the
funded work; to exchange information about their funded work with organizations that may benefit
from their experience; and generally to raise awareness within the Puget Sound, Salish Sea, and
large aquatic ecosystem protection and restoration communities of the funded work. Example of
potentially relevant conferences include, but are not limited to, the biennial Salish Sea Ecosystem
Conference; local or regional meetings of Tribal, professional, scientific, or other relevant
associations. Specific conferences will depend on the nature of the work proposed. The RECIPIENT
will be allowed to use award funds to pay for travel and lodging. The RECIPIENT should include
anticipated costs for attending conferences in their proposed budget.
E. Peer Review
The results of this project may affect management decisions relating to Puget Sound. Prior to finalizing
any significant technical products, the Grantee 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 Grantee will be
provided to the Commerce Project Manager prior to releasing any final reports or products resulting
from the funded study.
F. WQX Requirement
The Grantee shall institute standardized reporting requirements into their work plans and include such
costs in their budgets. All water quality data resulting from this funding agreement and generated in
accordance with an ECOLOGY approved Quality Assurance Project Plan (QAPP) as a result of this
agreement, either directly or by subaward, is required to be entered into the Water Quality Portal
(WQP) using either WQX or WQX web. Water quality data appropriate for the Water Quality Portal
(WQP) include physical, chemical, and biological sample results for water, sediment and fish tissue.
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The data includes toxicity data, microbiological data, and the metrics and indices generated from
biological and habitat data. The Water Quality Exchange (WQX) is the water data schema associated
with the EPA, State and Tribal Exchange Network. Using the WQX schema partners map their
database structure to the Water Quality Portal structure. WQX web is a web -based tool to convert
data into the WQX format for smaller data generators that are not direct partners on the Exchange
Network. More information about WQX, WQX web, and the Water Quality Portal, including tutorials,
can be found at https://www.epa.gov/waterdata/water-quality-data-wqx. If activities submitted as
match for this federal assistance agreement involve the generation of water quality data, the resulting
information must be publicly accessible in the Water Quality Portal or some other database. The
Grantee is encouraged to develop a cross walk between any non-WQX database utilized for the
storage of water quality data associated with match activities and EPA's Water Quality Exchange
(WQX).
G. Riparian Buffers
Riparian buffer restoration projects in agricultural areas shall be consistent with the interim riparian
buffer recommendations provided to EPA and the Natural Resource Conservation Service by National
Marine Fisheries Service letters of January 30, 2013 (stamp received date - February 4, 2013) and
April 9, 2013 (stamp received date — April 16, 2013), or the October 28, 2013 guidance. The Grantee
shall submit in writing a projects' consistency with the recommendations referenced above. When
developing project proposals, the Grantee should consider the extent to which proposals include
appropriate riparian buffers or otherwise address pollution sources on other water courses on the
properties in the project area to support water quality and salmon recovery. Deviations can only be
obtained through an exception approved by ECOLOGY. In order for ECOLOGY to evaluate a request
for an exception, the Grantee must submit the scientific rationale demonstrating adequacy of buffers
for supporting water quality and salmon recovery. The request must summarize tribal input on the
scientific rationale or other relevant issues. The scientific rationale could be developed from sources
such as site-specific assessment data, salmon recovery plans, Total Maximum Daily Loads (TMDLs)
and the state nonpoint plan. ECOLOGY will confer with EPA, the National Oceanic and Atmospheric
Administration (NOAA) and the Washington Department of Ecology and provide the opportunity for
affected tribes to consult with ECOLOGY before making a final decision on a deviation request.
H. International Travel (Including Canada)
All International Travel must be approved by Commerce BEFORE travel occurs. Even a brief trip to
a foreign country, for example to attend a conference, requires OITA approval. Please contact your
Commerce Project Manager as soon as possible if travel is planned out of the country, including
Canada and/or Mexico, so that they can obtain appropriate approvals from EPA Headquarters. If you
have questions, please contact your Commerce Project Manager.
I. Geospatial Data Standards
All geospatial data created must be consistent with Federal Geographic Data Committee (FGDC)
endorsed standards. Information on these standards may be found at www.fgdc.gov
J. Lobbying and Litigation
All Grantees,
L The chief executive officer of the Grantee organization shall ensure that no grant funds
awarded under this assistance agreement are used to engage in lobbying of the Federal
Government or in litigation against the U.S. unless authorized under existing law. The
Grantee shall abide by the Cost Principles available at 2 CFR 200 which generally
prohibits the use of federal grant funds for litigation against the U.S. or for lobbying or
other political activities.
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ii. The Grantee agrees to comply with Title 40 CFR Part 34, New Restrictions on Lobbying.
The Grantee shall include the language of this provision in award documents for all
Subawards exceeding $100,000, and require that Subrecipients submit certification and
disclosure forms accordingly.
iii. In accordance with the Byrd Anti -Lobbying Amendment, any Grantee 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 such expenditure.
iv. Contracts awarded by the Grantee shall contain, when applicable, the anti -lobbying
provision as stipulated in the Appendix II to Part 200—Contract Provisions for Non -Federal
Entity Contracts Under Federal Awards.
v. Pursuant to Section 18 of the Lobbying Disclosure Act, the Grantee affirms that it is not a
nonprofit organization described in Section 501(c)(4) of the Internal Revenue Code of
1986; or that it is a nonprofit 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. Nonprofit organizations exempt from taxation under section 501(c)(4) of
the Internal Revenue Code that engage in lobbying activities are ineligible for EPA
subawards.
K. Quality Assurance Requirements (2 CFR 1500.11)
Acceptable Quality Assurance documentation must be submitted to ECOLOGY Quality Assurance
Manager through the Commerce Project Manager within the dates below or another date as
negotiated with the Commerce Project Manager. No work involving direct measurements or data
generation, environmental modeling, compilation of data from literature or electronic media, and data
supporting the design, construction, and operation of environmental technology shall be initiated
under this project until the Commerce Project Manager in concert with the ECOLOGY Quality
Assurance Manager has approved the quality assurance document.
Instructions to Submit Quality Assurance Documents for Review
The Grantee must submit the quality assurance project plan (QAPP) to Commerce for submittal to
the ECOLOGY Project Manager and the Quality Assurance Manager. The Grantee shall ensure that
the awarded project involving environmental information issued under this agreement include
appropriate quality requirements for the work. The Grantee shall ensure Quality Assurance (QA)
planning documents are in accordance with this term and condition; and implement all applicable
approved QA planning documents.
Quality Assurance Project Plan (QAPP)
a. Prior to beginning environmental information operations, the Grantee must:
Or
L Submit a QAPP proposed to ensure the collected, produced, evaluated, or used
environmental information is of known and documented quality for the intended use(s).
ii. Through the Commerce Project Manager the ECOLOGY Quality assurance manager will
notify the Grantee in writing if the previously EPA -approved QAPP is acceptable for this
agreement.
iii. iii. Provide a copy of the approved QAPP if the Grantee has an EPA -approved Quality
Management Plan and a current EPA delegation to review and approve QAPPs.
b. The Grantee must submit the QAPP 90 days after grant award, and/or no more than 180 days after
grant award.
c. The Grantee shall notify the Commerce Project Manager, who will notify the Ecology Quality
Assurance Managerwhen substantive changes are needed to the QAPP. Quality Assurance Manager
may require the QAPP be updated and resubmitted for approval.
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d. The Grantee must review their approved QAPP at least annually. The results of the QAPP review
and any revisions must be submitted to the Commerce Project Manager, who will submit to the
Ecology Quality Assurance Manager at least annually and may also be submitted when changes
occur.
For Reference:
ECOLOGY QAPP Information and Templates: https://ecology.wa.gov/issues-and-local-
projects/investi ng -i n-communities/scientific-services/quality-assurance/q uality-assurance-for-
grantees
L. Animal Subjects
The Grantee agrees to comply with the Animal Welfare Act of 1966 (P.L. 89-544), as amended, 7
USC 21312156. The Grantee also agrees to abide by the "U.S. Government Principles for the
Utilization and Care of Vertebrate Animals used in Testing, Research, and Training." (Federal
Register 50(97): 20864-20865. May 20,1985). The nine principles can be viewed at:
http://www.nal.usda.gov/awic/pubs/IACUC/vert.htm. For additional information about the Principles,
the Grantee should consult the Guide for Care and Use of Laboratory Animals, prepared by the
Institute of Laboratory Animal Resources, National Research Council and can be accessed at:
hftp://www.nap.edu/readingroom/books/labrats/.
M. Copyrighted Material and Data
Commerce, EPA and ECOLOGY have the right to reproduce, publish, use and authorize others to
reproduce, publish and use copyrighted works or other data developed under this assistance
agreement for State and Federal purposes.
Examples of State and Federal purposes include but are not limited to: (1) Use by EPA and other
Federal employees for official Government purposes; (2) Use by Federal contractors performing
specific tasks for the Government; (3) Publication in EPA documents provided the document does not
disclose trade secrets (e.g. software codes) and the work is properly attributed to the Grantee through
citation or otherwise; (4) Reproduction of documents for inclusion in Federal depositories; (5) Use by
State, tribal and local governments that carry out delegated Federal environmental programs as "co -
regulators" or act as official partners with EPA to carry out a national environmental program within
their jurisdiction and; (6) Limited use by other grantees to carry out Federal grants provided the use
is consistent with the terms of EPA's authorization to the other grantee to use the copyrighted works
or other data.
The Grantee acknowledges that Commerce may authorize other grantee(s) to use the copyrighted
works or other data developed under this grant as a result of:
• the selection of another grantee by Commerce to perform a project that will involve the use
of the copyrighted works or other data or;
• termination or expiration of this agreement.
In addition, Commerce may authorize another grantee to use copyrighted works or other data
developed with Agency funds provided under this grant to perform another grant when such use
promotes efficient and effective use of Federal grant funds.
N. Light Refreshments and/or Meals
APPLICABLE TO ALL AGREEMENTS EXCEPT STATE CONTINUING ENVIRONMENTAL
PROGRAMS (AS DESCRIBED BELOW)
Unless the event(s) and all of its components are described in the approved workplan, the Grantee
agrees to obtain prior approval from Commerce for the use of grant funds for light refreshments and/or
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meals served at meetings, conferences, training workshops and outreach activities (events) and must
comply with the standards as maintained by the State Office of Financial Management in the..S L.aLg.
.l ii.Inii lr ii�r - q g.uulrn.!ii.irn ...I inuu. 11 (.iM�).
The Grantee must send requests for approval to the Commerce Project Manager and include:
1) An estimated budget and description for the light refreshments, meals, and/or beverages to
be served at the event(s);
2) A description of the purpose, agenda, location, length and timing for the event; and,
3) An estimated number of participants in the event and a description of their roles.
Costs for light refreshments and meals for Grantee staff meetings and similar day-to-day activities
are not allowable under this Commerce agreement.
The Grantee may address questions about whether costs for light refreshments, and meals for events
may be allowable to Commerce Project Manager; however, the Agency Award Official or Grant
Management Officer will make final determinations on allowability. Agency policy prohibits the use of
EPA funds for receptions, banquets and similar activities that take place after normal business hours
unless the Grantee has provided a justification that has been expressly approved by Commerce
Project Manager. Funding for meals, light refreshments, and space rental may not be used for any
portion of an event where alcohol is served, purchased, or otherwise available as part of the event or
meeting, even if funds are not used to purchase alcohol.
Note: U.S. General Services Administration regulations define light refreshments for morning,
afternoon or evening breaks to include, but not be limited to, coffee, tea, milk, juice, soft drinks, donuts,
bagels, fruit, pretzels, cookies, chips, or muffins. (41 CFR 301-74.7)
FOR STATE CONTINUING ENVIRONMENTAL PROGRAM GRANT RECIPIENTS EXCLUDING
STATE UNIVERSITIES:
If the state maintains systems capable of complying with federal grant regulations at 2 CFR 200.432
and 200.438, EPA has waived the prior approval requirements for the use of EPA funds for light
refreshments and/or meals served at meetings, conferences, and training, as described above. The
state may follow its own procedures without requesting prior approval from COMMERCE Project
Manager. However, notwithstanding state policies, EPA funds may not be used for (1) evening
receptions, or (2) other evening events (with the exception of working meetings). Examples of working
meetings include those evening events in which small groups discuss technical subjects on the basis
of a structured agenda or there are presentations being conducted by experts. EPA funds for meals,
light refreshments, and space rental may not be used for any portion of an event (including evening
working meetings) where alcohol is served, purchased, or otherwise available as part of the event or
meeting, even if EPA funds are not used to purchase the alcohol.
By accepting this award, the state is certifying that it has systems in place (including internal
controls) to comply with the requirements described above.
O. Cybersecurity
(a) The Grantee agrees that when collecting and managing environmental data under this
agreement, it will protect the data by following all applicable State law cybersecurity requirements
as maintained by Inllmiilm�gin....Imingllgy-Iluiigin....(Inllm)....
(b) (1) Commerce must ensure that any connections between the Grantee's network or
information system and Commerce networks used by the Grantee to transfer data under this
agreement, are secure.
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For purposes of this Section, a connection is defined as a dedicated persistent interface between
an Agency IT system and an external IT system for the purpose of transferring information.
Transitory, user -controlled connections such as website browsing are excluded from this
definition.
If the Grantee's connections as defined above do not go through the Environmental Information
Exchange Network or EPA's Central Data Exchange, the Grantee agrees to contact the
Commerce Project Manager and work with the designated Regional/Headquarters Information
Security Officer to ensure that the connections meet Commerce security requirements,
including entering into Interconnection Service Agreements as appropriate. This condition does
not apply to manual entry of data by the Grantee into systems operated and used by Commerce
and EPA's regulatory programs for the submission of reporting and/or compliance data.
(2) The Grantee agrees that any Subawards it makes under this agreement will require the
Subrecipient to comply with the requirements in (b)(1) if the Subrecipient's network or information
system is connected to EPA networks to transfer data to the Agency using systems other than the
Environmental Information Exchange Network or EPA's Central Data Exchange. The Grantee will
be in compliance with this condition: by including this requirement in Subaward agreements; and
during Subrecipient monitoring deemed necessary by the Grantee under 2 CFR 200.331(d), by
inquiring whether the Subrecipient has contacted the Commerce Project Manager. Nothing in this
condition requires the Grantee to contact the Commerce Project Manager on behalf of a
Subrecipient orto be involved in the negotiation of an Interconnection Service Agreement between
the Subrecipient and the Commerce Project Manager.
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3. 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.
4. COMPENSATION
COMMERCE shall pay an amount notto exceed $213,000 forthe performance of all things necessary
for or incidental to the performance of work as set forth in the Scope of Work. Contractor's
compensation for services rendered shall be based on the terms of the Scope of Work and Budget.
5. SUBCONTRACTOR DATA COLLECTION
Contractor will submit reports, in a form and format to be provided by Commerce and at intervals as
agreed by the parties, regarding work underthis Contract performed by subcontractors and the portion
of Contract funds expended for work performed by subcontractors, including but not necessarily
limited to minority-owned, woman -owned, and veteran -owned business subcontractors.
"Subcontractors" shall mean subcontractors of any tier.
6. INDIRECT COSTS
Contractor shall provide their indirect cost rate that has been negotiated between their entity and the
federal government. If no such rate exists a de minimis indirect cost rate of up to 15% of Modified
Total Direct Costs (MTDC) may be used.
7. BILLING PROCEDURES AND PAYMENT
COMMERCE will pay Contractor upon acceptance of deliverables or services provided and receipt of
properly completed invoices, which shall be submitted to COMMERCE via the Contracts Management
System (CMS).
The invoices shall describe and document, to COMMERCE's satisfaction, a description of the work
performed, the progress of the project, and any expenses to be reimbursed. The invoice shall include
Contract Number 26-63111-003.
If applicable, Contractor must also include attachments that describe and document, to
COMMERCE's satisfaction, a detailed description of the work performed, progress of the project,
and/or receipts or other proof of payment. Except for approved indirect costs, if any, or as otherwise
authorized by COMMERCE in writing, a receipt must accompany every expense in the amount of
$50.00 or more to receive reimbursement. COMMERCE may request additional documentation at
any time.
Any expense reimbursed under this Contract which is later determined to be unallowable must be
repaid according to the terms COMMERCE provides.
Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after
receipt of properly completed invoices. Payment shall be made electronically utilizing Contractor's
Statewide Vendor (SWV) number.
COMMERCE may, in its sole discretion, terminate this Contract orwithhold payments if the Contractor
fails to satisfactorily comply with any term or condition of this Contract.
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No payments in advance or in anticipation of services or supplies to be provided under this Agreement
shall be made by COMMERCE. No payments in advance of or in anticipation of any expense
reimbursable under this Contract shall be made by COMMERCE
If subgranting and/or subcontracting is authorized by COMMERCE, all Subgrantee/Subcontractor
payments are reimbursable expenses within the meaning of this Agreement. Contractor must have,
and may be required to demonstrate, the means to pay each and every Subgrantee/Subcontractor.
Failure to pay Subgrantees/Subcontractors as agreed may result in suspension or termination of this
Contract.
Invoices and End of Fiscal Year
Invoices are due on the 20th of the month following the provision of services
Final invoices for a state fiscal year may be due sooner than the 20th and Commerce will provide
notification of the end of fiscal year due date.
The Contractor must invoice for all expenses from the beginning of the Contract through June 30,
regardless of the Contract start and end date.
Grant Timeline
COMMERCE will pay the Contractor for costs incurred beginning January 1, 2026, for services and
COMMERCE will reimburse the Contractor beginning January 1, 2026, for costs paid performing work
as described under this Agreement.
Allowable expenses for the performance of work and submission of completed deliverables to
COMMERCE are eligible for reimbursement under this Contract from January 1, 2026, cost date listed
above, through June 30, 2027, end date listed on the Face Sheet, subject to reimbursement
requirements stated herein. Commerce shall not reimburse Contractor expenses for activities outside
this period.
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 subgrantees.
Unless otherwise authorized by COMMERCE in writing, reimbursable payroll costs shall not include
employee overtime nor bonus pay.
COMMERCE may, in its sole discretion, withhold ten percent (10%) from each payment until
acceptance by COMMERCE of the final report (or completion of the project, etc.).
Line Item Modification of Budget
A. Notwithstanding any other provision of this contract, the Grantee may, at its sole discretion,
make modifications to the line items in the Budget (Attachment B) that will not increase the line
item by more than fifteen percent (15%).
B. The Grantee shall notify COMMERCE in writing (by email or regular mail) when proposing any
budget modification or modifications to a line item of the Budget (Attachment B) that would
increase the line item by more than fifteen percent (15%). Conversely, COMMERCE may
initiate the budget modification approval process if presented with a request for payment under
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this contract that would cause one or more budget line items to exceed the fifteen percent
(15%) threshold increase described above.
C. Any such budget modification or modifications as described above shall require the written
approval of COMMERCE (by email or regular mail), and such written approval shall amend the
Budget. Each party to this contract will retain and make any and all documents related to such
budget modifications a part of their respective contract file.
D. Nothing in this section shall be construed to permit an increase in the amount of funds available
for the Project, as set forth in Section 3 of this contract, nor does this section allow any proposed
changes to the Scope of Work, including Tasks/Work Items and Deliverables under Attachment
A, without specific written approval from COMMERCE by amendment to this contract.
8. AUDIT
If the Grantee expends $1,000,000 or more in federal awards as a Subrecipient from any and all
sources in a fiscal year, the Grantee shall procure and pay for a single audit or a program -specific
audit for that fiscal year in accordance with 2 CFR 200 Subpart F. In accordance with 2 CFR
200.501(h), for-profit Subrecipients expending $1,000,000 or more in federal awards in a fiscal year
are also required to procure and pay for a single audit or program -specific audit for that fiscal year.
Upon completion of each audit Grantee shall send all audit documentation to the Ii::::.eglr.all &qd..i
CIleairiinglm,u u.
If the Grantee expends less than $1,000,000 in federal awards as a Subrecipient from any and all
sources in a fiscal year the Grantee shall notify COMMERCE they did not meet the audit requirement
threshold within 30 calendar days of the end of that fiscal year.
9. FRAUD AND OTHER LOSS REPORTING
Contractor shall report in writing all known or suspected fraud or other loss of any funds or other
property furnished under this Contract immediately or as soon as practicable to the Commerce
Representative identified on the Face Sheet.
10. DEBARMENT
A. Grantee, 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:
L Are not presently debarred, suspended, proposed for debarment, declared ineligible,
or voluntarily excluded from covered transactions by any Federal department or
agency.
ii. Have not within a three-year period preceding this Grant, 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;
iii. 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
iv. Have not within a three-year period preceding the signing of this Grant had one or
more public transactions (Federal, State, or local) terminated for cause of default.
B. Where the Grantee is unable to certify to any of the statements in this Grant, the Grantee
shall attach an explanation to this Grant.
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C. The Grantee agrees by signing this Grant 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 Grantee further agrees by signing this Grant 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
i. The lower tier Grantee certifies, by signing this Grant 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.
ii. Where the lower tier Grantee is unable to certify to any of the statements in this
Grant, such contractor shall attach an explanation to this Grant.
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. Grantee may contact COMMERCE for
assistance in obtaining a copy of these regulations.
11. INSURANCE
Each party certifies that it is self-insured under the State's or local government self-insurance liability
program, and shall be responsible for losses for which it is found liable.
12. 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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General Terms and Conditions
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 Washington Department of Commerce.
C. "Contract" or "Agreement" or "Grant" means the entire written agreement between
COMMERCE and the Contractor, including any Exhibits, documents, or materials
incorporated by reference and may constitute a Subaward if so designated. Electronic
transmission of a signed copy of a Contract shall be the same as delivery of an original.
D. "Contractor" or "Grantee" shall mean the entity identified on the face sheet performing
service(s) under this Agreement, and shall include all employees and agents thereof.
E. "Modified Total Direct Costs" (MTDC) shall mean all direct salaries and wages, applicable
fringe benefits, materials and supplies, services, travel, and up to the first $50,000 of each
subaward (regardless of the period of performance of the subawards under the award).
MTDC excludes equipment, capital expenditures, charges for patient care, rental costs,
tuition remission, scholarships and fellowships, participant support costs, and the portion
of each subaward in excess of $50,000.
F. "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, and "Protected Health Information" under the federal Health
Insurance Portability and Accountability Act of 1996 (HIPAA).
G. "State" shall mean the state of Washington.
H. "Subaward" shall mean an award provided by a pass-through entity to a Subrecipient for
the Subrecipient to carry out part of a Federal award received by the pass-through entity.
It does not include payments to a contractor or payments to an individual that is a
beneficiary of a Federal program. A Subaward may be provided through any form of legal
agreement, including an agreement that the pass-through entity considers a Contract.
"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.
"Subrecipient" or "Subgrantee" shall mean a non -Federal entity that receives
a Subaward from a pass-through entity to carry out part of a Federal program, but does
not include an individual that is a beneficiary of such program. A Subrecipient may also be
a recipient of other Federal awards directly from a Federal awarding agency.
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2. 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.
3. 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.
4. ASSIGNMENT
Neither this Contract, work thereunder, nor any claim arising under this Contract, shall be transferred
or assigned by the Contractor without prior written consent of COMMERCE.
5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION
A. "Confidential Information" as used in this section includes:
L All material provided to the Contractor by COMMERCE that is designated as
"confidential" by COMMERCE;
ii. All material produced by the Contractor that is designated as "confidential' by
COMMERCE; and
iii. All Personal Information in the possession of the Contractor that may not be disclosed
under state or federal law.
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 orviolation 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.
6. COPYRIGHT
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,
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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 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.
7. DISPUTES
In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in
the following manner: Each party to this Agreement shall appoint one member to the Dispute Board.
The members so appointed shall jointly appoint an additional member to the Dispute Board. The
Dispute Board shall review the facts, Agreement terms and applicable statutes and rules and make a
determination of the dispute. The Dispute Board shall thereafter decide the dispute with the majority
prevailing. The determination of the Dispute Board shall be final and binding on the parties hereto. As
an alternative to this process, either of the parties may request intervention by the Governor, as
provided by RCW 43.17.330, in which event the Governor's process will control.
8. 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.
9. INDEMNIFICATION
Each party shall be solely responsible for the acts of its employees, officers, and agents.
10. 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.
11. 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.
12. 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
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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.
13. 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 suspend or
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.
14. 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.
15. 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.
16. 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.
17. 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
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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.
18. 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.
19. 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
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:
A. Stop work under the Contract on the date, and to the extent specified, in the notice;
B. 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;
C. 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;
D. 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;
E. 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;
F. Complete performance of such part of the work as shall not have been terminated by the
Authorized Representative; and
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G. 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.
20. 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 COMMERCE 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 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.
E. All reference to the Contractor under this clause shall also include Contractor's employees,
agents or Subcontractors.
21. 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
Grant objective: Coordinate and integrate regulatory and programmatic opportunities to improve
and retain canopy coverage, and achieve habitat, and environmental equity goals. This will be
achieved through the application of enhanced GIS data, the adoption of new Best Available
Science on critical areas, and the engagement of a well-informed community coalition of
decision makers, residents, and property owners.
The project includes a Phase I (pre -critical areas ordinance (CAO) adoption) and Phase II —
activities following the CAO adoption focusing on public outreach. Some of the activities listed in
Phase I may include foundational work for Phase II.
Phase I: Critical area code — strategic analysis and code update
Action/Steps/
Description
Start Date
End Date
Deliverables
TASK 0
PROJECT MANAGEMENT AND COORDINATION
12/31/25
6/30/27
Step 0.1
Secure requisite signature/s for Contract
Deliverable Oa
Signed Contract: Tukwila and Commerce
01/01/26
Preparation of a Quality Assurance Project Plan (QAPP)
Based on the environmental information expected to be
produced in this project, the City will develop a Quality
Assurance Project Plan (QAPP) (based on the proposed
QAPP mini -template provided by the Department of
Step 0.2
Ecology). This QAPP shall be approved by Ecology prior to
work commencing on the following tasks:
■ Task 1 Identify, Purchase, Load GIS Product, and Conduct
Analysis (Step 1.1-1.5); and
■ Task 7 GIS Data Pilot (Step 7.1-7.2).
Deliverable Ob
An Ecology approved QAPP
1/16/26
Step 0.3
The requirements of the approved QAPP shall be amended to
this Scope upon receipt, as necessary.
A draft of any amendments necessitated by the Approved
Deliverable Oc
QAPP will be provided to Commerce to amend the project
1/30/26
Scope of Work.
Team Coordination
• Gather relevant city departments and establish:
o Project objectives
Step 0.4
o Identify data sources and responsibilities.
1/16/26
o Schedule for involvement & expectations
o Data sources and responsibilities.
o Timeline and expectations
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Phase I: Critical area code — strategic analysis and code update
Action/Steps/
Description
Start Date
End Date
Deliverables
o Administrative management
Summary of meeting outcomes and findings
TASK 1
IDENTIFY, PURCHASE, LOAD GIS PRODUCT, AND CONDUCT
1/23/26
1/27/26
ANALYSIS
Geographic Information System (GIS) Product Review
• Define project goals to be supported by GIS data (to
provide guidance for product review)
• Evaluate remotely sensed datasets available for
purchase to assess tree canopy. Candidate datasets to
include:
o Vector summaries and raster data/polygons of
overlapping land cover (impervious, pervious, tree
canopy) at the parcel & right of way level
o Available minimum 2x's yearly in opposite seasons
(I.E. spring/fall)
Step 1.1
o Logistics and costs for the City to host/update
internally and on Tukwila's public Nap
o Costs and technical requirements for the products
reviewed.
o Assessment of the accuracy of vegetation analysis
model -training available for each seasonal dataset
edition
o Input on whether there are other relevant GIS data
products that should be considered by City to meet
stated goals
• Memo summarizing findings and providing a
recommendation on dataset selection.
Deliverable 1a
Summary showing comparison table(s) to guide GIS
2/27/26
product selection
GIS Data Selection
Step 1.2
Select and purchase model -trained tree/land cover GIS
dataset(s).
Map Creation
• Process and package the procured dataset from Step 1.2.
Step 1.3
To include relevant datasets to supplement the tree
canopy dataset, such as ROW, impervious surfaces,
critical area buffers, zoning and/or census blocks.
Develop a pilot ESRI web application for internal use, primarily
Step 1.4
(aka story map) for data presentation, including City tree and
land cover by parcel, ROW, critical area buffers, zoning &
census blocks.
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Phase I: Critical area code — strategic analysis and code update
Action/Steps/
Description
Start Date
End Date
Deliverables
Deliverable 1b
Sample printed maps from web application
3113126
GIS Data Analysis — Using GIS data, gather enhanced tree
canopy and land cover data
• Using the new data layer, and other date sources,
(landslide study, demographic data) analyze the new
data:
o To develop critical area land use insights to inform
possible Critical Areas Ordinance (CAO) code
changes, as well as other City Code changes; and
o To form recommendations for possible development
Step 1.5
of future tree permitting application content to
implement City Goals on habitat, equity, and canopy
coverage.
o To evaluate City data to reveal discernable
connections between environmentally burdened areas
of the community and natural resource coverage.
o To Identify where and how revised CAO regulatory
and programmatic efforts could benefit the local
community.
To evaluate legally non -conforming development in existing
and potential buffers.
Written summary memorandum of GIS analysis
Deliverable 1c
identifying possible CAO, other code changes, and
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impacts to overburdened communities
TASK 2
BEST AVAILABLE SCIENCE (BAS) REVIEW
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Review BAS
• Review the City's current CAO and existing BAS
report to determine updates needed to be consistent
with changes in science and regulatory guidance.
• Existing conditions: Review publicly available critical
area maps for the City and relevant environmental
Step 2.1
reports to document existing critical area conditions
• Review relevant BAS and research any Tukwila -
specific BAS not previously identified
• Review state regulations and guidelines, including
Special Consideration of Anadromous Salmonids (as
required by WAC 365-195-925)
o Review WDFW GIS data information regarding site
potential tree height (SPTH)
Compose Draft BAS Technical Memorandum
Step 2.2
Preliminary BAS outline
• Draft BAS Technical Memorandum and reference list
• Final BAS Technical Memorandum
Deliverable 2a
Draft BAS Technical Memorandum
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Docusign Envelope ID: 61 E4160E-45D3-47F8-8AF8-F6A8437E5057
Phase I: Critical area code — strategic analysis and code update
Action/Steps/
Description
Start Date
End Date
Deliverables
Deliverable 2b
Final BAS Technical Memorandum
3/06/26
TASK 3
ANALYSIS OF CURRENT OR POTENTIAL ANCILLARY CITY
11/10/25
12/31/25
REGULATIONS AND PROGRAMS
• Evaluate existing City code and programs to determine
if possible impediments or gaps to critical area regulation
effectiveness exist, and/or there are other opportunities to
enhance effectiveness.
o This analysis will include an inventory and analysis of:
■ Legally Non -Conforming Development (LNCD)
occurring in Environmentally Critical Area (ECAs),-
ECAs);and
andcurrent code allowances in LNCDs.
Step 3.1
0 Mitigation sequencing requirements; nuisance tree
regulations;
■ iMap ECA mapping insufficiencies; and
■ Incentives for high-value tree/grove retention, and
■ Canopy coverage;
■ Impervious surface canopy coverage achievement;
and
• Identify insight and recommendations for code
amendments to address identified deficiencies
Deliverable 3
Summary of Potential Ancillary Regulatory and Program
2/13/25
Options Analysis
TASK 4
COMMUNITY ENGAGEMENT
1/1/26
8/24/26
Community Engagement Plan
• Civic engagement plan to prepare/conduct the following:
o Road show: presentations at project milestones that
City staff can take to City -scheduled gatherings of
community members — during both Phase I (pre -CAO
Adoption) and Phase 11 (post -CAO Adoption/Tree
Canopy outreach) of the project.
o Materials for the project website and interactive online
engagement tools.
■ Phase I - Provide CAO- and Tree Canopy -related
Step 4.1
content initiation and project milestones.
Engagement tools may include surveys, and
mapping of Critical Areas.
■ Phase 11— Provide Tree Canopy educational
materials for website , etc.
o Public meetings. In Phase 1 — Staff to host 2
community meetings (one virtual). In Phase 11— Staff to
host up to 2 (one virtual) meetings to gather community
feedback at key project milestones. Support materials
developed will likely be focused on:
■ Project introduction, Best Available Science, and
critical area and tree canopy education/benefits
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Docusign Envelope ID: 61 E4160E-45D3-47F8-8AF8-F6A8437E5057
Phase I: Critical area code — strategic analysis and code update
Action/Steps/
Description
Start Date
End Date
Deliverables
■ How revised CAO regulations will impact property
owners
■ Understanding the significance of the tree canopy
distribution
■ Understanding of tree canopy management and
opportunities for enhancement.
o Public Education materials — for use in explaining the
CAO and tree canopy
■ Phase I —prepare materials for in-person outreach
event (Possibly one post card in Phase 1)
■ Phase 11— one (or possibly both postcard mailings)
to: property owners with critical areas and all City
property owners regarding tree canopy
• Materials to be prepared in Plain English, or terms
understood by the layman. (translation needs for non-
English speakers will be addressed)
• Adoption related meetings addressed in Task 6.
Deliverable 4a
Civic Engagement Plan, including meeting, website, and
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public education materials
TASK 5
DRAFTING OF GAP ANALYSIS, CRITICAL AREA ORDINANCE LAND
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USE CODE AMENDMENTS AND SUPPORTING GUIDANCE
GAP Analysis
• Augment current CAO Gap Analysis and cross-
reference with GMA requirements to check for potential
inconsistencies/deficiencies.
o Assessment topics to include protect habitat
Step 5.1
connectivity/grove protections, hydrologic connectivity,
interrupted buffer and priority habitats.
o Identify current CAO shortcomings relative to City
Comprehensive Plan Environmental goals
o Suggest and evaluate regulatory mechanisms
(existing and recommended) that could be used to
achieve desired results
Deliverable 5a
Draft Commerce CAO checklist
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Deliverable 5b
Final Commerce CAO checklist
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Deliverable 5c
Draft Washington Department of Fish and Wildlife
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(WDFW) riparian management zone checklist
Deliverable 5d
Final Washington Department of Fish and Wildlife
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(WDFW) riparian management zone checklist
Deliverable 5e
Draft Gap Analysis
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Deliverable 5f
Final Gap Analysis
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Compare peer jurisdictions' critical area and tree
Step 5.2
regulations, as well as their respective approaches to
supporting any deviations from agency guidance
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Docusign Envelope ID: 61 E4160E-45D3-47F8-8AF8-F6A8437E5057
Phase I: Critical area code — strategic analysis and code update
Action/Steps/
Description
Start Date
End Date
Deliverables
Deliverable 5g
Summary of 6 to 10 South King County area critical area
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and tree regulations and approaches
Case Law Summary. Analyze outcomes from lawsuits that
can support the City as it considers elements of its CAO
Step 5.3
update that are effective in protecting urban natural resources
and are legally defensible. Provide focus on:
■ Critical areas, &
■ Legally non -conforming regulations.
Deliverable 5h
Final Case Law Summary
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Strategy for defensible CAO development Based on
Analysis of Potential Ancillary Regulatory and Program
Options (Task 3), Case Law summary (Step 5.3), and
Step 5.4
Comparison of other jurisdictions' regulations (Step 5.2),
develop recommendations for approach and develop
community outreach and adoption strategy for addressing any
deviations Tukwila may seek from state -recommended
standards.
Draft Code and BAS Crosswalk
• Prepare a public review draft CAO, identifying CAO
Step 5.5
revisions and indicating the rationale for proposed content.
Ensure the proposed regulatory language is readable,
allows for clear interpretation and application, and that
scientific accuracy and purpose of the language is not lost.
Deliverable 5i
Public review draft CAO (and crosswalk)
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Deliverable 5j
Final draft CAO (and crosswalk)
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TASK 6
CAO ADOPTION SUPPORT
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Step 6.1
City Council Review
• Phase I - Final CAO amendments to the City Council.
Final CAO Land Use Code Amendment for Adoption.
Step 6.2
a Following all public deliberation and hearings, final CAO
proposed for adoption to City Council.
Deliverable 6
a Final CAO proposed for adoption
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Docusign Envelope ID: 61 E4160E-45D3-47F8-8AF8-F6A8437E5057
Phase 2: tree canopy methodology — GIS and incentive program
Action/Steps/
Description
Start Date
End Date
Deliverables
TASK 7
GIS DATA PILOT
12/30/25
8/24/26
Step 7.1
Complete initial evaluation
period of new data and provide
summary
GIS Effectivity Test
• Define evaluation criteria for
testing data effectiveness
Step 7.2
a Complete initial evaluation
period of new data and
provide summary.
Assess new data via test -cases.
Deliverable 7
Summary of initial evaluation
8/24/26
and new data.
IDENTIFICATION OF CANOPY
PROTECTION INCENTIVE PROGRAM
TASK 8
FOR PRIVATE PROPERTY OWNERS
01/16/26
6/30/26
(COMMENCEMENT OF THIS TASK IS
CONTINGENT ON APPROVAL OF THE
QAPP
Incentive Efforts Research
• Identify existing City
voluntary canopy
protection/enhancement
efforts, and
• Research those offered by
other jurisdictions and
Step 8.1
assess whether they could
be used in Tukwila. The
program may include
incentives such as
development benefits,
stormwater fee rebates, etc.
This phase will integrate public
input received during previous
hase.
Deliverable 8
Summary of Incentive
10/9/26
Efforts/Programs
Task 9
Facilitation of Incentives
2/2/26
10/30/26
Program Launch
Facilitation Meetings
Prepare materials for and facilitate
Step 9.1
2-3 interdepartmental City
stakeholder meetings to launch
early in the phase of developing a
Tree Canopy Incentive Program.
Phased Plan. Develop a Phased
Step 9.2
Plan (to extend beyond grant term)
to form a Tukwila tree canopy
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Docusign Envelope ID: 61 E4160E-45D3-47F8-8AF8-F6A8437E5057
Phase 2: tree canopy methodology — GIS and incentive program
Action/Steps/
Description
Start Date
End Date
Deliverables
incentive program, any necessary
code modifications, and sample
materials needed for Plan
implementation
Phased Plan, and
Deliverable 9
recommendations for
successful implementation and
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sample implementation
materials
Page 28 of 29
Docusign Envelope ID: 61 E4160E-45D3-47F8-8AF8-F6A8437E5057
Attachment B: Budget
Deliverable
Number
Description
Commerce Grant
Funds
Oa
Signed contract: Tukwila and Commerce
$ 0.00
Ob
An Ecology approved QAPP
$ 6,000.00
Oc
A draft of any amendments necessitated by the Approved
QAPP will be provided to Commerce to amend the project
Scope of Work.
$ 0.00
1 a
Summary showing comparison table(s) to guide GIS product
selection
$ 33,595.82
1 b
Sample Printed mans from s stem
$ 7,927.51
1c
Written summary memo of GIS analysis identifying possible
CAO, other code changes, and impacts to overburdened
communities
$ 26,393.97
2a
Draft BAS technical memo
$ 14,880.67
2b
Final BAS technical memo
$ 1,484.00
3
Summary of potential ancillary regulatory and program
options analysis
$ 9,627.79
4
Public education materials — website, meeting materials,
ostcard mailer(s)
$ 46,640.09
5a
Draft Commerce CAO checklist
$ 1,070.71
5b
Final Commerce CAO checklist
$ 376.89
5c
Draft Washington Department of Fish and Wildlife (WDFW)
riparian management zone checklist
$ 1,070.71
5d
Final Washington Department of Fish and Wildlife (WDFW)
riparian mana ement zone checklist
$ 367.25
5e
Draft Gap Analysis
$ 8,229.45
5f
Final Gap Analysis
$ 2,443.35
5g
Summary of 6 to 10 South King County area critical area and
tree regulations and approaches
$ 3,979.80
5h
Final Case Law Summary
$ 5,238.96
5i
Public review draft CAO and crosswalk
$ 10,174.92
5'
Final draft CAO and crosswalk
$ 7,157.67
6
Final CAO for adoption
$ 4,090.10
7
Summary of initial evaluation and new data
$ 0.00
8
Summary of incentive efforts/p rog rams
$ 7,592.38
9
Phased plan and recommendations for successful
implementation and sample implementation materials
$ 14,657.96
Contract Total
$ 213,000.00
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