HomeMy WebLinkAboutC20150128 Interlocal Agreement SKAGIT COUNTY
Contract # C20150128
Page 1 of 52
INTERLOCAL COOPERATIVE AGREEMENT
BETWEEN
SKAGIT COUNTY
AND
CITY OF ANACORTES
THIS AGREEMENT is made and entered into by and between the City of Anacortes (City) and
Skagit County, Washington (County) pursuant to the authority granted by Chapter 39.34 RCW,
INTERLOCAL COOPERATION ACT.
1. PURPOSE:
The County has received a grant from the Washington State Department of Commerce (DOC)
to help support consideration of a transfer of development rights (TDR) or similar conservation
incentives program in Skagit County (Project), described in Commerce Agreement number 12-
63401-005, National Estuary Program, Puget Sound Watershed Protection and Restoration
Grant, also identified as Skagit County contract C20120130, amendments A20140014,
A20140164, and A20150021 (Grant). The City and County desire to work in partnership in
considering a TDR or other conservation incentives program, which will be more successful with
participation by cities.
The City will receive assistance in its Anacortes Commercial Core Redevelopment and TDR
Analysis from Makers Architecture and Urban Design, LLP. This assistance will help the County
meet its overall TDR Project obligations to the DOC, specifically for Phase 3 of the Project. The
Scope of Work for Phase 3 of the Project is included here as Exhibit A.
2. RESPONSIBILITIES:
The County agrees to dedicate a portion of the Grant funds, up to $40,000, to the City to
perform what is identified as Phase 3 of the Project, supporting the City in its Commercial Core
Redevelopment and TDR Analysis.
The City agrees to:
a. manage and be responsible for all tasks and related activities under Phase 3 of the
Project.
b. meet with County staff to review the Skagit County TDR and density credit work already
done and identify how a City and County program might interact or coordinate with one
another
c. document staff time and any City expenditures on Phase 3, the Commercial Core
Redevelopment and TDR Analysis, as identified in Exhibit A, and authorize the County
to use these documented hours and expenditures to help document local match
contributions.
d. comply with all provisions required of recipients or subcontractors as indicated in the
Grant, paying special attention to the Special Terms and Conditions and General Terms
and Conditions, attached hereto as Exhibit B.
INTERLOCAL AGREEMENT
Page 1 of 7
e. certify, by signing this Agreement, 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. If the City is
unable to certify to any of the statements in this Agreement, the City agrees to attach an
explanation to this Agreement.
3. TERM OF AGREEMENT:
The term of this Agreement shall be from date of execution through December 31, 2015.
4. MANNER OF FINANCING:
4.1 City staff time expenses and expenses from contractor, Makers Architecture and
Urban Design, LLP, required for the Project by the City pursuant to this
Agreement will be funded by the Grant. Contingent upon the availability and
receipt of the aforesaid grant funding, the County agrees to compensate the City
for a total amount not to exceed $40,000, based on invoices submitted by the
City and received by January 6, 2016.
4.2 The County is not obligated to pay, provide, or expend any other funds, and/or
provide and/or perform any other services or other duties, unless otherwise
specified herein. Upon the request of the County, the City shall provide adequate
documentation (as deemed sufficient by the County) for any and all amounts
billed to the County by the City pursuant to the terms of this Agreement.
5. ADMINISTRATION: The following individuals are designated as representatives of the
respective parties. The representatives shall be responsible for administration of this
Agreement and for coordinating and monitoring performance under this Agreement. In the
event such representatives are changed, the party making the change shall notify the other
party.
5.1 The County's representative shall be Kirk Johnson.
5.2 The City's representative shall be Don Measamer.
6. TREATMENT OF ASSETS AND PROPERTY: No fixed assets or personal or real
property will be jointly or cooperatively acquired, held, used, or disposed of pursuant to this
Agreement.
7. INDEMNIFICATION: Each party agrees to be responsible and assume liability for its
own wrongful and/or negligent acts or omissions or those of their officials, officers, agents, or
employees to the fullest extent required by law, and further agrees to save, indemnify, defend,
and hold the other party harmless from any such liability. It is further provided that no liability
shall attach to the County by reason of entering into this contract except as expressly provided
herein.
8. TERMINATION: Any party hereto may terminate this Agreement upon 30 days notice in
writing either personally delivered or mailed postage-prepaid by certified mail, return receipt
requested, to the party's last known address for the purposes of giving notice under this
paragraph. If this Agreement is so terminated, the parties shall be liable only for performance
rendered or costs incurred in accordance with the terms of this Agreement prior to the effective
date of termination.
INTERLOCAL AGREEMENT
Page 2 of 7
9. CHANGES, MODIFICATIONS, AMENDMENTS AND WAIVERS: The Agreement may
be changed, modified, amended or waived only by written agreement executed by the parties
hereto. Waiver or breach of any term or condition of this Agreement shall not be considered a
waiver of any prior or subsequent breach.
10. SEVERABILITY: In the event any term or condition of this Agreement or application
thereof to any person or circumstances is held invalid, such invalidity shall not affect other
terms, conditions or applications of this Agreement which can be given effect without the invalid
term, condition, or application. To this end the terms and conditions of this Agreement are
declared severable.
11. ENTIRE AGREEMENT: This Agreement contains all the terms and conditions agreed
upon by the parties. All items incorporated herein by reference are attached. No other
understandings, oral or otherwise, regarding the subject matter of this Agreement shall be
deemed to exist or to bind any of the parties hereto.
12. OTHER PROVISIONS: None.
INTERLOCAL AGREEMENT
Page 3of7
CITY OF ANACORTES
'f
Laurie Gere
Mayor
Date
INTERLOCAL AGREEMENT
Page 4 of 7
DATED this ( 0 day of Max*_ 2015.
BOARD OF COUNTY COMMISSIONERS
S GIT COUNTY,W HINGTON
01
Kenneth D. Dahlstedt, air
1 /Q(7?"--(A—'
Lisa Janicki, missioner
I I V-e4-91/
Attest: Ron Wesen, Commissioner
f<-44rey-/\
Clerk of the Board
For contracts under$5,000:
Authorization per Resolution R20030146
Recommended: County Administrator
Department Head
Ap d as t form:
Civil De u Prosecuting Attorney
Approved as to indemnification:
Ris anager
Approved as to budget:
Budget& Finance ire
INTERLOCAL AGREEMENT
Page 5 of 7
EXHIBIT A
SCOPE OF WORK
•
Phase 3y3Anacortes Gz►rrmercia ire Rerev>elaTnent TDI� alysis �. - _ ..
C.1 —Zoning analysis. Prepare a a. Meeting notes and materials November 2015
zoning analysis chart identifying b. Draft and final zoning analysis
TDR issues and opportunities chart
associated with various Anacortes c. Summary of conclusions and
Zoning Districts. recommendations
C.2—Market analysis. Evaluate Report/Analysis with: September 2015
TDR market opportunities and a. TDR market opportunities;
feasibility, and identify value of b. Potential TDR scenarios for
additional development capacity. key zones and sites; and
c. TDR feasibility and value of
additional development
capacity
C.3—Design work. Identify design a. 4-6 development scenarios September 2015
guidelines, standards, and other b. Summary of design guidelines,
neighborhood improvements for 4-6 standards, and other
development scenarios. neighborhood improvements
recommended to go with TDR
provisions.
C.4—Public engagement/ TDR slides, meeting materials, and Meetings scheduled for
workshops. Conduct public meeting summaries February, July, October and
workshops with 2016 Update December 2015
Citizen Advisory Committee and
possibly other bodies(City Council,
Planning Commission)
C.5—TDR policy and code. Seek a. Draft policies and code for possible December 2015
decision from City Council on implementation of TDR program
whether to move forward to (subject to direction from
implement Anacortes TDR program. Anacortes City Council).
b. Documentation of City Council vote
on TDR implementation.
D.Administration Quarterly and final reports to DOE—December 2015
Commerce
INTERLOCAL AGREEMENT
Page 6 of 7
EXHIBIT B
DEPARTMENT OF COMMERCE GRANT AGREEMENT NUMBER 12-63401-005 INLCUDING
AMENDMENTS A, B,AND C
INTER LOCAL AGREEMENT
Page 7 of 7
•
y��TEO.r Department of Commerce
°
sH l�G�
Innovation is in our nature.
SKAGIT COUNTY
en Agreement with Contract#C20120130
Interagency Cal g page 1 of 30
Skagit County
through
Washington State Department of Commerce
Local Government and Infrastructure Division
Growth Management Services
For
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
THIS PAGE INTENTIONALLY BLANK
TABLE OF CONTENTS
Special Terms and Conditions 1
Face Sheet 1
1. Acknowledgement of Federal Funding 2
2. Agreement 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. Order of Precedence 5
General Terms and Conditions 6
1. Definitions 6
2. All Writings Contained Herein 6
3. Amendments 6
4. Assignment 6
5. Audit 6
6. Certification Regarding Debarment,Suspension or Ineligibility or
Ineligibility and Voluntary Exclusion 8
7. Confidentiality/Safeguarding of Information 8
8. Copyright Provisions 9
9. Disputes 10
10. Ethics/Conflicts of Interest 10
11. Governing Law and Venue 10
12. Indemnification 10
13. Independent Capacity of the Contractor 11
14. Laws 11
15. Noncompliance With Nondiscrimination Laws 15
16. Disadvantaged Business Enterprise Requirements 15
17. Political Activities 16
18. Procurement Standards for Federally Funded Programs 16
19. Recapture 17
20. Records Maintenance 17
21. Savings 17
22. Severability 17
23. Subcontracting 18
24. DUNS and CCR Requirements 18
25. FY2011 ACORN Funding Restriction 18
26. Survival 18
27. Termination for Cause/Suspension 19
28. Termination for Convenience 19
29. Termination Procedures 19
30. Waiver 19
Attachment A, Scope of Work
Attachment B, Budget
THIS PAGE INTENTIONALLY BLANK
FACE SHEET
Agreement Number: 1 2-6340 1-005
Washington State Department of Commerce
Local Government and Infrastructure Division
Growth Management Services
National Estuary Program(NEP)-Puget Sound Watershed Protection and Restoration Program
1.Contractor 2.Contractor Fiscal Representative
Skagit County Linda Christensen 360.419.7620 (direct line)
1800 Continental Place Administrative Coordinator lindac@eo.skagit.wa.us
Mount Vernon, WA 98273 Skagit County Planning and Natural Resources
1800 Continental Place
Mount Vernon, WA 98273
3.Contractor Representative 4.COMMERCE Representative
Kirk Johnson Heather Ballash F.O. Box 42525
1800 Continental Place Senior Planner 1011 Plum Street SE
Mount Vernon, WA 98273 360-725-3044 Olympia,WA
Phone: (360)336-9410,x5916 heather.ballash@commerce.wa.gov 98504-2525
kirkj@co.skagit.wa.us
S.Agreement Amount 6. Funding Source 7.Start Date 8. End Date
$200,068 Federal:X State: ❑ Other: ❑ N/A: ❑ Date of Execution December 31,2014
9. Federal Funds(as applicable) Federal Agency CFDA Number
$200,068 Environmental Protection Agency 66.123
10.Tax ID# 11.SWV# 12. UB1# 13.DUNS#
91-6001361 SWV0000323-7 297003487 071839492
14.Agreement Purpose
Skagit County will study,develop and,subject to Board of County Commissioner direction and approval, consider for adoption and
implementation an inter jurisdictional transfer of development rights program in Skagit County.
COMMERCE,defined as the Department of Commerce,and the Contractor,as defined above,acknowledge and accept the terms
of this Agreement and attachments and have executed this Agreement on the date below to start as of the date and year referenced
above. The rights and obligations of both parties to this Agreement are governed by this Agreement and the following other
documents incorporated by reference: Contractor Terms and Conditions including Attachment"A"-Scope of Work,and
Attachment"B"-Budget.
. FOR CONTRACTOR FOR COMMERCE
stE A-TTA«1Ea �t6/141 C�(ZE lC
Gary Christensen,Director, Karen J.Larkin,Assistant Director,
Planning and Development Services Local Government and Infrastructure Division
Date Date •
APPROVED AS TO FORM ONLY
Dori Jaffe, Assistant Attorney General
Signature on file
October 18, 2010
Date
1
THIS PAGE INTENTIONALLY BLANK
Agreement Number: 12-63401-005
1 SIGNATURE ADDENDUM PAGE
DATED this A. day of ,April ,2012.
BOARD OF COUNTY COMMISSIONERS
SKAGIT COUNTY,WASHINGTON
b.,./wt,
))QA,Wijit. a.
Kenneth A. Dahlstedt,Chairman
ABSENT
Sharon D.Dillon,Commissioner
Attest: Ron Wesen,Commissioner
dirkark, 611.."‘Most:01.—
Clerk of the Board
For contracts under$5,000:
Authorization per Resolution R20030146
R;commende : County Administrator
ad
Approved as to form:
4161A-
Civ)Deputy Prosecuting Attorney
Approved as to indemnification:
`71/-2/1
Risk Manager
pp v as t u et:
Budget& e Director
1 a.
THIS PAGE INTENTIONALLY BLANK
SPECIAL TERMS AND CONDITIONS
INTERAGENCY
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 WfTH 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. AGREEMENT 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 Agreement.
The Representative for COMMERCE and their contact information are identified on the Face
Sheet of this Agreement.
The Representative for the Contractor and their contact information are identified on the Face
Sheet of this Agreement.
3. COMPENSATION
COMMERCE shall pay an amount not to exceed two hundred thousand sixty-eight dollars($200,068)
for the performance of all things necessary for or incidental to the performance of work as set forth in
Attachments A and B.the Scope of Work and Budget. 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 notJegally 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_
Suchexpenses 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.
2
SPECIAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
4. QUARTERLY REPORTS
Contractor shall submit a status report,on a 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 thirty
(30)calendar days after the expiration or termination 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 PROC EDURES 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 Agreement reference
number 12-63401-005. 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 Agreement or withhold payments claimed by
the Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or
condition of this Agreement.
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
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
3
SPECIAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
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 Liablll ty. 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.
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. Aft 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.
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
4
SPECIAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
Accounting Principles(GAAP) and adhere to accounting standards promulgated by: 1)Governmental
Accounting Standards Board(GAS B), 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.gov/programs/eaploa/docs/NEPQAPP/index.html). Completing the waiver form
may indicate that a detailed QAPP is required. Guidelines for Preparing Quality Assurance Project
Plans for Environmental Studies can be found at http://www.ecy.wa.gov/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.gov/eim)unless specified otherwise by the QA Officer.
9. ORDER OF PRECEDENCE
In-the event of an inconsistency in this Agreement,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
5
GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
1. DEFINITIONS
As used throughout this Agreement,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. "Contractor"shall mean the entity identified on the face sheet performing service(s)under this
Agreement, and shall include all employees and agents of the Contractor.
C. "COMMERCE shall mean the Department of Commerce.
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 Agreement under a separate contract with the Contractor. The
terms"subcontractor"and"subcontractors"mean subcontractor(s)in any tier.
2. ALL WRITINGS CONTAINED HEREIN
This Agreement contains all the terms and conditions agreed upon by the parties. No other
understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to
exist or to bind any of the parties hereto.
3_ AMENDMENTS
This Agreement 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 Agreement, nor any claim arising under this Agreement, shall be transferred or assigned
by the Contractor without prior written consent of COMMERCE.
5. 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 the audit requirement
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.
COMMERCE reserves the right to recover from the Contractor all disallowed costs resulting from
the audit.
As applicable, Contractors required to have an audit must ensure the audits are performed in
accordance with Generally Accepted Auditing Standards(GAAS); Government Auditing
Standards(the Revised Yellow Book)developed by the Comptroller General.
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.
6
GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
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 agreement numbers
Catalog of Federal Domestic Assistance(CFDA)number(if applicable)
Grantor agreement 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 auditreviewacommerce_wa.gov 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 wither three(3)months of the audit being
received by COMMERCE.
• Copy of the Management Letter.
7
GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
6. CERTIFICATION REGARDING DEBARMENT.SUSPENSION OR INELIGIBILLTY AND
VOLUNTARY EXCLUSION—PRIMARY AND LOWER TIER COVERED TRANSACTIONS
A. Contractor, defined as the primary participant and its 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 Agreement, 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 Agreement 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 Agreement, the
Contractor shall attach an explanation to this Agreement.
C. The Contractor agrees by signing this Agreement 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 Agreement 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 Agreement 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 Agreement,
such contractor shall attach an explanation to this Agreement.
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.
F. Contractor may access the Excluded Parties List System at http://www.epls.Qov.This term and
condition supersedes EPA Form 5700-49,'Certification Regarding Debarment,Suspension, and
Other Responsibility Matters'.
7. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
A. "Confidential Information"as used in this section includes:
1_ Ail material provided to the Contractor by COMMERCE that is designated as"confidential"
by COMMERCE;
8
GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
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,
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 Agreement and shah not use,share,transfer,self 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 Agreement 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 shah take
necessary steps to mitigate the harmful effects of such use or disclosure.
8. COPYRIGHT PROVISIONS
Unless otherwise provided,all Materials produced under this Agreement 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 Agreement, but that incorporate pre-existing materials not
produced under the Agreement, 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 ficense to COMMERCE.
The Contractor shall exert all reasonable effort to advise COMMERCE, at the time of delivery of
Materials furnished under this Agreement, 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
Agreement. 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
Agreement. COMMERCE shall have the right to modify or remove any restrictive markings placed
upon the Materials by the Contractor.
9
GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
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.
9. DISPUTES
Except as otherwise provided in this Agreement,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 Agreement number;and
• be mailed to the Director and the other party's (respondent's)Agreement 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 requester within five(5)working days.
The Director or designee_shali 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 notifyingthe
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 Agreement 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.
10. ETHICS/CONFLICTS OF INTEREST
In performing under this Agreement,the Contractor shall assure compliance with the Ethics in Public
Service Act(Chapter 42.52 RCW)and any other applicable state or federal law related to ethics or
conflicts of interest.
11. GOVERNING LAW AND VENUE
This Agreement 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.
12. INDEMNIFICATION
To the fullest extent permitted by law,the Contractor shall indemnify,defend,and hold harmless the
state of Washington,COMMERCE,all other agencies of the state and all officers,agents and
employees of the state,from and against all claims or damages for injuries to persons or property or
death arising out of or incident to the Contractor's performance or failure to perform the Contract.
The Contractor's obligation to indemnify, defend,and hold harmless includes any claim by the
Contractor's agents,employees,representatives,or any Subcontractor or its agents,employees,or
representatives.
10
GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
The Contractor's obligation to indemnify, defend,and hold harmless shall not be eliminated by any
actual or alleged concurrent negligence of the state or its agents, agencies,employees and officers.
Subcontracts shall include a comprehensive indemnification clause holding harmless the Contractor,
COMMERCE,the state of Washington, its officers,employees and authorized agents.
The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify,
defend and hold harmless the state and its agencies,officers,agents or employees.
13. 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.
14. LAWS
The Contractor shall comply with all applicable laws, ordinances,codes, regulations,and policies of
local,state,and federal governments,as now or hereafter amended,including,but not limited to:
United States Laws,Regulations and Circulars(Federal)
A. Audits
Office of Management and-Budget(OMB)Revised Circular A-133"Audits of States, Local
Governments, and Non-Profit Organizations."
B. Labor and Safety Standards
Convict Labor, 18 U.S.C. 751, 752,4081,4082.
Drug-Free Workplace Act of 1988,41 USC 701 et seq.
Federal Fair Labor Standards Act, 29 U.S.C. 201 et seq.
Work Hours and Safety Act of 1962, 40 U.S.C.327-330 and Department of Labor Regulations,29
CFR Part 5.
C. Laws against Discrimination
Age Discrimination Act of 1975, Public Law 94-135,42 U.S.C.6101-07,45 CFR Part 90
Nondiscrimination in Federally Assisted Programs.
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).
11
GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
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 1969, 12 USC 17001u (See 24 CFR
570.607(b)).
D. Office of Management and Budget Circulars
Cost Principles for Educational Institutions, OMB Circular A-21, 2 CFR 220.
Cost Principles for State, Local and Indian Tribal Governments,OMB Circular A-87,2 CFR 225.
Cost Principles for Nonprofit Organizations, OMB Circular A-122, 2 CFR 230.
Grants and Cooperative Agreements with State and Local Governments, OMB Circular A-102.
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 htto://www.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.2431Wednesday,December 20, 1989.
Hatch Political Activity Act,5 U.S.C. 1501-8_
Lobbying and Disclosure,42 USC 3537a and 3545 and 31 USC 1352(Byrd Anti-Lobbying
Amendment). 31 U.S.C. 1352 provides that Contractors who apply or bid for an award of
$100,000 or more must file the required certification. Each tier certifies to the tier above that it will
not and has not used Federal appropriated funds to pay any person or organization for influencing
or attempting to influence an officer or employee of any agency,a member of Congress,officer or
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.
12
GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
Pursuant to Section 18 of the Lobbying Disclosure Act,Contractor affirms that it is riot 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. 28 CFR 90.18.
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:liwww.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
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.
13
GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
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:!lwww.access.gpo.govinara/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.
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 42.17 RCW.
D. Discrimination-human rights commission,Chapter 49.60 RCW.
E. Ethics in public service,Chapter 42.52 RCW.
14
GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
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.
15-. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS
During the performance of this Agreement,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 Agreement may be
rescinded,canceled or terminated in whole or in part, and the Contractor may be declared ineligible
for further Agreements 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.
16. DISADVANTAGE°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 beforeihe 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.
(a)Use the services and assistance of the SBA and the Minority Business Development Agency of
the U.S. 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.
MBEIWBE 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 MBENVBEs are counted toward a COMMERCE's MBEMIBE 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.
15
GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
EPA Form 5700-52A may be obtained from the EPA Office of Small Business Program's Home Page
on the Internet at www.et a.gov/osbo
17. POLITICAL ACTIVITIES
Political activity of Contractor employees and officers are limited by the State Campaign Finances
and Lobbying provisions of Chapter 42.17 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.
18. 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
Agreement.
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 Agreement.
The Contractor's procurement system should include at least the following:
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.
16
GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
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 Agreement administration to ensure Contractor conformance with terms,
conditions and specifications of this Agreement,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 Agreement to enter into a sole source Agreement or an Agreement where only one
bid or proposal is received when value of this Agreement 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.
19. RECAPTURE
In the event that the Contractor fails to perform this Agreement in accordance with state laws,federal
laws,and/or the provisions of this Agreement,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.
20. RECORDS MAINTENANCE
The Contractor shall maintain all books,records,documents,data and other evidence relating to this
Agreement and performance of the services described herein,including but not limited to accounting
procedures and practices which sufficiently and properly reflect all direct and indirect costs of any
nature expended in the performance of this Agreement. Contractor shall retain such records for a
period of six years following the date of final payment.
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 finally
resolved.
21. 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 Agreement and prior to normal completion, COMMERCE may terminate
the Agreement under the"Termination for Convenience"clause, without the ten calendar day notice
requirement. In lieu of termination,the Agreement may be amended to reflect the new funding
, limitations and conditions.
22. SEVERABILITY
If any provision of this Agreement or any provision of any document incorporated by reference shall
be held invalid,such invalidity shall not affect the other provisions of this Agreement that can be given
effect without the invalid provision, if such remainder conforms to the requirements of law and the
fundamental purpose of this Agreement and to this end the provisions of this Agreement are declared
to be severable.
17
GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
23. 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.
If Contractor subcontracts under this Agreement, 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 RESPONSIBILrr Y 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's 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.
24. 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.
Contractor may not subcontract to any entity unless the entity has provided its DUNS number to
Contractor.
25. 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.
26. SURVIVAL
The terms,conditions,and warranties contained in this Agreement that by their sense and context are
intended to survive the completion of the performance,cancellation or termination of this Agreement
shall so survive.
18
GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
27. TERMINATION FOR CAUSE 1 SUSPENSION
In event COMMERCE determines that the Contractor failed to comply with any term or condition of
this Agreement,COMMERCE may terminate the Agreement in whole or in part upon written notice to
the Contractor. Such termination shall be deemed"for cause."Termination shall take effect on the
date specified in the notice.
In the alternative, COMMERCE upon written notice may allow the Contractor a specific period of time
in which to correct the non-compliance. During the corrective-action time period, COMMERCE may
suspend further payment to the Contractor in whole or in part,or may restrict the Contractor's right to
perform duties under this Agreement. Failure by the Contractor to take timely corrective action shall
allow COMMERCE to terminate the Agreement upon written notice to the Contractor.
"Termination for Cause"shall be deemed a'Termination for Convenience"when COMMERCE
determines that the Contractor did not fail to comply with the terms of the Agreement or when
COMMERCE determines the failure was not caused by the Contractor's actions or negligence.
If the Agreement is terminated for cause,the Contractor shall be liable for damages as authorized by
law, including, but not limited to,any cost difference between the original Agreement and the
replacement Agreement,as well as all costs associated with entering into the replacement
Agreement(Le., competitive bidding,mailing,advertising,and staff time).
28. TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Agreement,COMMERCE may,by ten (10)business days written
notice, beginning on the second day after the mailing, terminate this Agreement,in whole or in part. If
this Agreement is so terminated, COMMERCE shall be liable only for payment required under the
terms of this Agreement for services rendered or goods delivered prior to the effective date of
termination.
29. TERMINATION PROCEDURES
After receipt of a notice of termination,except as otherwise directed by COMMERCE,the Contractor
shall:
A. Stop work under the Agreement on the date,and to the extent specified, in the notice;
B. Place no further orders or subcontracts for materials,services,or facilities related to the
Agreement;
C. Assign to COMMERCE 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. Any attempt
by the Contractor to settle such claims must have the prior written approval of COMMERCE,and
D. Preserve and transfer any materials,Agreement deliverables and/or COMMERCE property in the
Contractor's possession as directed by COMMERCE.
Upon termination of the Agreement, COMMERCE shall pay the Contractor for any service provided
by the Contractor under the Agreement prior to the date of termination. COMMERCE may withhold
any amount due as COMMERCE reasonably determines is necessary to protect COMMERCE
against potential loss or liability resulting from the termination. COMMERCE shall pay any withheld
amount to the Contractor if COMMERCE later determines that loss or liability will not occur.
The rights and remedies of COMMERCE under this section are in addition to any other rights and
remedies provided under this Agreement or otherwise provided under law.
30. 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 Agreement unless
stated to be such in writing and signed by Authorized Representative of COMMERCE.
19
Attachment A
Scope of Work
;:Tasks .'Delhreiabies • :TimelinesJDeadlines
Phase:I TDR P,rogiant'" _ ..:.,
A.1 -Public Outreach. a. Documentation of meetings and Date of Execution(DOE) —
a. Conduct outreach to landowners workshops with landowners, December 2013
and stakeholders. stakeholders and officials—
b. Convene TDR stakeholder meeting materials and summaries.
group. b, TDR project website and periodic
c. Conduct public workshops and project updates via electronic list
briefings with appointed and serve.
elected officials.
A.2 - Research of existing TDR Comprehensive policy framework and March 2012—June 2013
programs,and review of existing guidance memo on TDR programs
Skagit County goals, policies and regionally and nationally and lessons
programs for compatibility with applicable to Skagit County.
TDR.
A.3—Sending and Receiving Areas: a. Maps, GIS data layers and other March 2012—June 2013
A.3.1 —Identify,analyze, map documentation.
and prioritize potential rural and b. Proposed criteria for prioritizing
natural resource land sending lands with the highest ecological
areas using established County significance and long-term
natural resource land commercial significance for
conservation priorities and the natural resource production.
Envision Skagit model,Skagit c. Maps, GIS data layers and other
County GIS, Puget Sound documentation identifying
Watershed.Characterization potential priority sending and
data and methodology,and receiving areas and capacities,
Washington Department of Fish including criteria, maps and
and Wildlife Local Habitat supporting analyses.
Assessment and Priority Habitat
and Species data,.
A.3.2—Work with the City of
Burlington and Skagit Council of
Governments to identify and
evaluate potential receiving sites
using Envision Skagit model,
Skagit County GIS and
watershed characterization.
A.3.3—Coordinate with the
Watershed Characterization
Technical Assistance Team.
A.4-TDR Market Analysis to Skagit TOR Market Feasibility Report March 2012—December 2013
determine viability to provide examining the supply of development • Draft analysis: June 2013.
incentives for developers to use rights in sending areas and • Final report: December
TDR, including potential TOR recommending allocation ratios,the 2013.
conversion commodities. market value of those rights,developer
willingness to pay in receiving areas,
and appropriate exchange ratios.
20
Tasks ;. ra �'T x Deliverables -.: > x r Time6tie&Deadlines _�:
A.5-TDR Program,Structure— Proposed TDR policies and DOE—December 2013
Review existing TDR program regulations, including TDR program
structures,assess the structure and administrative process
relationship of a TDR program to with materials and forms.
existing county and city
agricultural conservation and
density transfer programs and,at
the direction of the Board of
County Commissioners(BCC),
develop a TDR program that fits
with existing programs.
A.6—Draft interlocal agreement(s) Draft interlocal agreement. March 2013—December 2013
with city or cities.
A.7—BCC Action on Final TDR Documentation of BCC vote on TDR January 2013—December
Program following consideration policies and regulations and draft 2014
through County legislative interlocal agreement.
process.
;;� `:3TaSks.. Deliverables r` =Timeiines/Deadiines -�
Phase 2:;Burl1ngton•Commercial.:
Core Redevelopment'Analysis-. • ± q ;
8.1 -Identify and Prepare a. Interim Burlington Commercial March 2012—December 2014
Redevelopment Scenarios, Redevelopment Report
including participation in the summarizing Listening Session,
Skagit County TDR program. case studies of shopping center
conversions,and Redevelopment
Alternatives workshop.
b. Burlington Commercial
Development Final Report.
G. Community Task Force
recommendations for city
implementation.
d. Draft Comprehensive Plan
amendments and implementing
code standards to implement
Commercial Redevelopment Final
Report,and participate in the
Skagit County TDR program.
e. Documentation of City Council
vote on proposed plan
amendments and code standards
to participate in the Skagit County
TDR program.
21
B.2-Integrate Low-impact a. Draft LID stormwater management July 2012—December 2014
Development(LID)&Open and open space planning
Space alternatives,incorporating
environmental issues inventory
and mapping and community
listening session.
b. Final report on proposed LID
stormwater solutions and open
space connections,based on
further analysis and community
input.
c. Recommendations from Gages
Slough property owners and
Community Task Force on
proposed amendments to City of
Burlington's Surface Water
Management and Comprehensive
Land use Plans, Capital
Improvement Plan,and relevant
codes.
d. Proposed amendments to City of
Burlington's Surface Water
Management and Comprehensive
Land use Plans,Capital
Improvement Plan,and relevant
codes.
e. Documentation of City Council
vote on proposed amendments to
Surface Water Management and
Comprehensive Land use Plans,
Capital Improvement Plan,and
relevant codes.
Administration Quarterly and final reports to DOE—December 2014
Commerce.
22
Attachment B
ie _ F.xsiy-;.-.5.^4[a'%`.yy : �°'BUdg@tet, : :-,.9s.A1r' :Y y, ";; -'' .; .. �.i
Funding Sources Grant Match Total
F Task ,-z `1IFf::'" :*.r: `. ,� Z,, : . "
,.y-. `u�`��I,.,f?� � '�.it y.f- .L c- ..A4� 3.�f.n �:rr'. �f�/, �.'1.: a+ ''mow
Phase"1 TDR:Program ° -'
Al-Public Outreach $19,205 $20,978 $40,183
A.2-TDR Research 18,500 3,463 $21,963
A.3-Identify Sending&Receiving Areas 30,886_ 13,681 $44,567
A.4-Market Analysis 45,397 5,132 $50,529
A.5-TDR Program,Structure 19,800 5,245 $25,045
A.6-Draft interlocal agreement 4,783 2,203 $6,986
A.7-BCC Action on Final TDR Program 9,997 5,143 $15,140
Phase 2: Burlington;Commercial ..- :,:;: ; .
Gore Redevelopment/Analysis _1 - • z 3 - ' '
B.1-Identify and Prepare Redevelopment `" ' `
Scenarios-Subtasks and budget subtotals: V r.. s
a. Interim Burlington Commercial 16,000 1,929 17,929
Redevelopment Report
b. Final Burington Commercial 15,000 1,000 16,000
Redevelopment Report
c. Community Task Force recommendations 0 2,000 2,000
for city implementation
d. Draft Comprehensive Plan and code 0 2,000 2,000
standards to implement Final Report
e. Documentation of City Council vote on 0 1,000 1,000
proposed plan amendments and code
standards
B.2-Integrate LID&Open Space-Subtasks .,,, ' •
and budget subtotals:
_.-.:.z. •.. .
a. Draft report LID stormwater management 10,500 1,186 11,686
and open space alternatives _
b. Final report on LID stormwater 10,000 1,000 11,000
management and open space alternatives
c. Recommendations from Gages Stough 2,000 2,000
property owners and Community Task
Force
d. Proposed amendments to Burlington 2,000 2,000
Surface Water Mgt and Comprehensive
Land Use Plans,Capital Improvement
Plan,and codes -
e. Documentation of City Council vote on 1,000 1,000
proposed amendments to Surface Water
Mgt and Comprehensive Land Use Plans,
CIP,and relevant codes
Total $200,068 $70,960 $271,028
23
Amendment
Contract Number: 12-63401-005
Amendment Number: A
Washington State Department of Commerce
Local Government and Infrastructure Division
Growth Management Services
National Estuary Program(NEP)—Puget Sound Watershed Protection and Restoration Program
1.Contractor 2.Contractor Fiscal Representative
Skagit County Linda Christensen 360.419.7620 (direct line)
1800 Continental Place Administrative Coordinator lindac@co.skagit.wa.us
Mount Vernon,WA 98273 Skagit County Planning and Natural Resources
1800 Continental Place
Mount Vernon,WA 98273
3.Contractor Representative(only if updated) 4.COMMERCE Representative(only if updated)
Kirk Johnson Heather Ballash P.O.Box 42525
1800 Continental Place Transfer of Development 1011 Plum Street SE
Mount Vernon,WA 98273 Rights Program Manager Olympia,WA 98504-2525
Phone:(360)336-9410,x5916 (360)725-3044 Heather.Ballash@commerce.wa.gov
kirkj@co.skagit.wa.us (360)664-3123
5.Original Contract Amount 6.Amendment Amount 7.New Contract Amount
(and any previous amendments)
$200,068 $0 $200,068
8.Amendment Funding Source 9.Amendment Start Date 10.Amendment End Date
Federal: X State: Other: N/A: Date of Execution December 31,2014
11.Federal Funds(as applicable): Federal Agency: CFDA Number:
$200,068 U.S.EPA 66.123
12.Amendment Purpose:
The-Contractor needs to revise the budget to reallocate funds among tasks to more accurately reflect the work needed to
complete each task.
COMMERCE,defined as the Department of Commerce,and the Contractor acknowledge and accept the terms of this
Contract As Amended and attachments and have executed this Contract Amendment on the date below to start as of the
date and year referenced above. The rights and obligations of both parties to this Contract As Amended are governed by
this Contract Amendment and the following other documents incorporated by reference: A copy of this Contract
Amendment shall be attached to and made a part of the original Contract between COMMERCE and the Contractor. Any
reference in the original Contract to the"Contract"shall mean the"Contract As Amended".
FOR CONTRACTOR FOR COMMERCE
See 11-M?r hie,/�ljgs�q�u�e f�Q q,✓ Cr �j�f-
Dale Pernula,Director Ke ee Yamaguchi,Ass' nt Dire r
Planning and Development Services Local Government and Infrastructure Division
c2/2—k12--0/
Date
Date
APPROVED AS TO FORM ONLY
Richard McCarten
Assistant Attorney General
6/4/04
Date
SKAGIT COUNTY
Amendment#A20140014
Page 1 of 4
Amendment
DATED this 21 day of r ,2014.
BOARD OF COUNTY COMMISSIONERS
SKAGIT COUNTY,WASHINGTON
ABSENT
Ron.' n,Chair
' ,,) II
1.._ C 1 :
Kenneth A.Dahlstedt,Commiss oner
illt746°1-/ ACIa°1-.'
Attest: Sharon D.Dillon,Commissioner
44ry
Clerk of the Board
For contracts under$5,000:
Authorization per Resolution R20030146
Recommended: County Administrator
, /i; ',/ ----
Department Head
Approved as to form:
WAL
C' '1 Deputy Prosecuting Attorney
Approved as to indemnification:
2/70/7.7
Ri& ger
Approved as to budget:
Budget&Finance Directo
•
Amendment
This Contract budget,Attachment B, is amended as follows:
ge Funding Sources Grant Match Total
Task
Phase 1: TDR Program
Al-Public Outreach $27,205 $20,978 $48,183
A.2-TDR Research 28,500 3,463 31,963
A.3-Identify Sending&Receiving Areas 26,783 13,681 40,464
A.4-Market Analysis 49997 5,132 55,129
A.5-TDR Program,Structure 9,800 5,245 15,045
A.6-Draft interlocal agreement 2,783 2,203 4,986
A.7-BCC Action on Final TDR Program 5,000 5,143 10,143
Phase 2: Burlington Commercial
Core Redevelopment Analysis
B.1-Identify and Prepare Redevelopment
Scenarios-Subtasks and budget subtotals:
a. Interim Burlington Commercial 16,000 1,929 17,929
Redevelopment Report
b. Final Burlington Commercial 15,000 1,000 16,000
Redevelopment Report
c. Community Task Force recommendations 0 2,000 2,000
for city-implementation
d. Draft Comprehensive Plan and code 0 2,000 2,000
standards to implement Final Report
e. Documentation of City Council vote on 0 1,000 1,000
proposed plan amendments and code
standards
B.2-Integrate LID&Open Space-Subtasks
and budget subtotals:
a. Draft report LID stormwater management 10,500 1,186 11,686
and open space alternatives
b. Final report on LID stormwater 8,500 1,000 9,500
management and open space alternatives
c. Recommendations from Gages Slough 2,000 2,000
property owners and Community Task
Force
d. Proposed amendments to Burlington 2,000 2,000
Surface Water Mgt and Comprehensive
Land Use Plans,Capital Improvement
Plan,and codes
e. Documentation of City Council vote on 1,000 1 000
proposed amendments to Surface Water
Mgt and Comprehensive Land Use Plans,
CIP,and relevant codes •
Total $200,068 $70,960 $271,028
3
Amendment
Revisions
Grant budget for:
• Task Al is increased from$19,205.
• Task A.2 is increased from$18,500.
• Task A.3 is reduced from$30,886.
• Task A.4 is increased from $45,397.
• Task A.5 is reduced from$19,800.
• Task A.6 is reduced from$4,783.
• Task A.7 is reduced from$9,997
• Task B.2.b is reduced from$10,000.
4
Amendment
Contract Number.12-63401-005
Amendment Number. B
Washington State Department of Commerce
Local Government and Infrastructure Division
Growth Management Services
National Estuary Program(NEP)—Puget Sound Watershed Protection and Restoration Program
L Contractor 2.Contractor Fiscal Representative
Skagit County Linda Christensen 360.419.7620 (direct line)
1800 Continental Place Administrative Coordinator lindac a co.skagitwa.ug
Mount Vernon,WA 98273 Skagit County Planning and Natural Resources
1800 Continental Place
Mount Vernon,WA 98273
3.Contractor Representative(only if updated) 4.COMMERCE Representative(only if updated)
Kirk Johnson Heather Ballash P.O.Box 42525
1800 Continental Place Senior Planner 1011 Plum Street SE
Mount Vernon,WA 98273 (360)725-3044 Olympia,WA 98504-2525
Phone:(360)336-9410,x5916 (360)664-3123 heathcrBallasb commerce.wa.gov
kirk @co.skagitwaus
5.Original Contract Amount 6.Amendment Amount 7.New Contract Amount
(and any previous amendments)
S200,068 S0 S200,068
8.Amendment Funding Source 9.Amendment Start Date 10.Amendment End Date
Federal: X State: Other: N/A: Date of Execution December 31,2015
11.Federal Funds(as applicable): Federal Agency: CFDA Number:
S200,068 Environmental Protection Agency 66.123
12.Amendment Purpose:
The Contractor needs some additional time to complete its final deliverables. The contract end date is extended from December 31,
2014,to December 31,2015,to allow the Contractor to complete and submit all deliverables.
COMMERCE,defined as the Department of Commerce,and the Contractor acknowledge and accept the terms of this Contract As
Amended and attachments and have executed this Contract Amendment on the date below to start as of the date and year referenced
above. The rights and obligations of both parties to this Contract As Amended are governed by this Contract Amendment and the
following other documents incorporated by reference: Contract Terms and Conditions including Attachment A—Scope of Work and
Attachment"B"-Budget A copy of this Contract Amendment shall be attached to and made a part of the original Contract between
COMMERCE and the Contractor. Any reference in the original Contract to the"Contract"shall mean the"Contract As Amended".
FOR CONTRACTOR FOR COMMERCE
SEE ATTACHED SIGNATURE PAGE
Dale Pernula,Director MarkZr/4/
.Barkley,Assistant •
Planning and Development Services Local Government d Infrastructure Division
f? z� �y
Date Date
APPROVED AS TO FORM ONLY
Sandra Atttx
Assistant Attorney General
}/20/2014
Date
SKAC3IT COUNTY
Amendment IS A20140164
ill Page 1 of 3
Amendment
DATED this at.,day of K.QVC r je, ,2014.
BOARD OF COUNTY COMMISSIONERS
SKAGIT COUNTY,WASHINGTON
&y.-1)1(0000--Y\
esen,Chair
Kenneth A.Dahlstedt,Commissioner
- 'y��� /tlk MCf.6 %-
Attest: Sharon D.Dillon,Commissioner
kiktiCL)
Clerk of the Board
For contracts under$5,000:
Authorization per Resolution R20030146
Recommended: , County Administrator
zA/ �- 271Ll�
Department Head
Approved as to form:
M
CV' Deputy Prosecuting Attorney
Approved as to indemnification:
1
Risk er
Approved as to budget:
L.:14.e j_j_bisK.40
Budget&Finance Directr
Amendment
This Contract is amended as follows:
The Contract End Date is changed from December 31, 2014 to December 31, 2015.
ALL OTHER TERMS AND CONDITIONS OF THIS CONTRACT REMAIN IN FULL FORCE AND EFFECT.
3
Contract Number: 12-63401-005
Amendment Number: C
Washington State Department of Commerce
Local Government and Infrastructure Division
Growth Management Services
National Estuary Program(NEP)—Puget Sound Watershed Protection and Restoration Program
1.Contractor 2.Contractor Fiscal Representative
Skagit County Linda Christensen (360)419-7620
1800 Continental Place Administrative Coordinator lindacna,co.skagit.wa.us
Mount Vernon,WA 98273 Skagit County Planning and Natural Resources
1800 Continental Place
Mount Vernon,WA 98273
3.Contractor Representative(only if updated) 4.COMMERCE Representative(only if updated)
Kirk Johnson Heather Ballash P.O.Box 42525
1800 Continental Place Senior Planner 1011 Plum Street SE
Mount Vernon,WA 98273 (360)725-3044 Olympia,WA 98504-2525
Phone:(360)336-9410,x5916 (360)664-3123 heather.Ballashna,commerce.wa.gov
kirkj rnr,co.skagit.wa.us
5.Original Contract Amount 6.Amendment Amount 7. New Contract Amount
(and any previous amendments)
$200,068 I $85,154.69 $285,222.69
8.Amendment Funding Source 9.Amendment Start Date 10.Amendment End Date
Federal: X State: Other: N/A: Date of Execution December 31,2015
11. Federal Funds(as applicable): Federal Agency: CFDA Number:
$285,222.69 Environmental Protection Agency 66.123
12.Amendment Purpose:
The Contractor has been awarded additional funds that King County was unable to use to implement its contract for an enhanced
transfer of development rights program.The amendment provides funds for Skagit County to work with the City of Anacortes on an
interlocal agreement regarding regional transfer of development rights,and to do expanded work on proposed TDR and density
credit/PDR policies and regulations.
COMMERCE,defined as the Department of Commerce,and the Contractor acknowledge and accept the terms of this Contract As
Amended and attachments and have executed this Contract Amendment on the date below to start as of the date and year referenced
above. The rights and obligations of both parties to this Contract As Amended are governed by this Contract Amendment and the
following other documents incorporated by reference: Contract Terms and Conditions including Attachment A—Scope of Work and
Attachment"B"-Budget. A copy of this Contract Amendment shall be attached to and made a part of the original Contract between
COMMERCE and the Contractor. Any reference in the original Contract to the"Contract"shall mean the"Contract As Amended".
FOR CONTRACTOR FOR COMMERCE
SEE ATTACHED SIGNATURE PAGE
Board of Skagit County Commissioners Mark K.Barkley,Assistant Director
Local Government and Infrastructure Division
Date Date
APPROVED AS TO FORM ONLY
BY ASSISTANT ATTORNEY GENERAL
APPROVAL ON FILE
SKAGIT COUNTY
Department of Commerce Amendment#A20150021
Page 1 of 8
Contract#12-63401-005C
DATED this I7 day of 2015
BOARD OF COUNTY COMMISSIONERS
SKAGIT COUNTY,WASHINGTON
ABSENT
Kenneth A. Dahlstedt,Chair
Lisa Janicki,C missioner
1°? 1)( .,)//)(9:410-y\
Attest: Ron Wesen,Commissioner
.AtivtigriK
Clerk of the Board
For contracts under$5,000:
Authorization per Resolution R20030146
Recommended: J County Administrator
•.(`/ '( J/ft�
Department Head
Approved as to form:
Civil u Prosec ting Attorney )
Approved as to indemnification:
Ris onager
Approved as to budget:
L•e:ii.4.4(4.0t)/ %i
Budget&Finance Dirr
Department of Commerce
Contract#12-63401-005C
Amendment
This Contract Scope of Work, Attachment A, is amended as follows:
Revised Scope of Work
Tasks Deliverables Timelines/Deadlines
Phase 1: TDR Program
A.1 - Public Outreach. a. Documentation of meetings and Date of Execution(DOE) —
a. Conduct outreach to landowners workshops with landowners, December 2015
and stakeholders. stakeholders and officials—
b. Convene TDR stakeholder meeting materials and summaries.
group. b. TDR project website and periodic
c. Conduct public workshops and project updates via electronic list
briefings with appointed and serve.
elected officials.
A.2- Research of existing TDR Comprehensive policy framework and DOE—June 2013
programs,and review of existing guidance memo on TDR programs
Skagit County goals, policies and regionally and nationally and lessons
programs for compatibility with applicable to Skagit County.
TDR.
A.3—Sending and Receiving Areas: a. Maps, GIS data layers and other DOE—October 2015
A.3.1 —Identify, analyze, map documentation.
and prioritize potential rural and b. Proposed criteria for prioritizing
natural resource land sending lands with the highest ecological
areas using established County significance and long-term
natural resource land commercial significance for
conservation priorities and the natural resource production.
Envision Skagit model, Skagit c. Maps, GIS data layers and other
County GIS, Puget Sound documentation identifying
Watershed. Characterization potential priority sending and
data and methodology, and receiving areas and capacities,
Washington Department of Fish including criteria, maps and
and Wildlife Local Habitat supporting analyses.
Assessment and Priority Habitat
and Species data,.
A.3.2—Work with the City of
Burlington and Skagit Council of
Governments to identify and
evaluate potential receiving sites
using Envision Skagit model,
Skagit County GIS and
watershed characterization.
A.3.3—Coordinate with the
Watershed Characterization
Technical Assistance Team.
A.4-TDR Market Analysis to Skagit TDR Market Feasibility Report DOE—December 2013
determine viability to provide examining the supply of development • Draft analysis: June 2013.
incentives for developers to use rights in sending areas and • Final report: December
TDR, including potential TDR recommending allocation ratios, the 2013.
conversion commodities. market value of those rights, developer
willingness to pay in receiving areas,
and appropriate exchange ratios.
Department of Commerce
Contract#12-63401-005C
Page 3
Amendment
Tasks Deliverables Timelines/Deadlines
A.5-TDR Program, Structure— a. Proposed TDR policies and DOE—June 2015.
Review existing TDR program regulations, including TDR program
structures, assess the relationship structure and administrative process
of a TDR program to existing county with materials and forms.
and city agricultural conservation b. Proposed TDR and density
and density transfer programs and, credit/PDR policies, explanatory
at the direction of the Board of materials,exchange rate table and
County Commissioners(BCC), density credit fee schedule.
develop a TDR and density
credit/PDR program that fits with
existing programs. Coordinate with
the Cities of Burlington and
Anacortes on TDR and density
credit/PDR program analysis.
A.6—Meet with City of Anacortes Draft interlocal agreement(s)with the DOE—October 2015.
staff and consultants to review Cities of Anacortes and Burlington.
the TDR and density credit/PDR
work already done, and identify
how a city and county program
could work. Draft interlocal
agreement(s)with the Cities of
Anacortes and Burlington.
A.7— BCC Action on Final TDR and Documentation of BCC vote on TDR January 2013—December
Density Credit/PDR Program and density credit/PDR policies and 2015
following consideration through regulations and draft interlocal
County legislative process. agreements.
Tasks Deliverables Timelines/Deadlines
Phase 2: Burlington Commercial
Core Redevelopment Analysis
B.1 -Identify and Prepare a. Interim Burlington Commercial DOE—December 2015
Redevelopment Scenarios, Redevelopment Report
including participation in the summarizing Listening Session,
Skagit County TDR program. case studies of shopping center
conversions, and Redevelopment
Alternatives workshop.
b. Burlington Commercial
Development Final Report.
c. Community Task Force
recommendations for city
implementation.
d. Draft Comprehensive Plan
amendments and implementing
code standards to implement
Commercial Redevelopment Final
Report, and participate in the
Skagit County TDR program.
e. Documentation of City Council
vote on proposed plan
amendments and code standards
to participate in the Skagit County
TDR program.
Department of Commerce
Contract#12-63401-005C
Page 4
Amendment
Terms" y ANOPAPPIes "a lhnel s1Deedli ._
B.2-Integrate Low-impact a. Draft LID stormwater management July 2012—December 2015
Development(LID)&Open and open space planning
Space alternatives, incorporating
environmental issues inventory
and mapping and community
listening session.
b. Final report on proposed LID
stormwater solutions and open
space connections, based on
further analysis and community
input.
c. Recommendations from Gages
Slough property owners and
Community Task Force on
proposed amendments to City of
Burlington's Surface Water
Management and Comprehensive
Land use Plans, Capital
Improvement Plan, and relevant
codes.
d. Proposed amendments to City of
Burlington's Surface Water
Management and Comprehensive
Land use Plans, Capital
Improvement Plan, and relevant
codes.
e. Documentation of City Council
vote on proposed amendments to
Surface Water Management and
Comprehensive Land use Plans,
Capital Improvement Plan, and
relevant codes.
Department of Commerce
Contract#12-63401-005C
Page 5
Amendment
Tasks Deliverables Timelines/Deadlines
Phase 3: Anacortes Commercial Core Redevelopment and TDR Analysis
C.1 —Zoning analysis. Prepare a a. Meeting notes and materials DOE-November 2015
zoning analysis chart identifying b. Draft and final zoning analysis
TDR issues and opportunities chart
associated with various Anacortes c. Summary of conclusions and
Zoning Districts. recommendations
C.2—Market analysis. Evaluate Report/Analysis with: DOE-September 2015
TDR market opportunities and a. TDR market opportunities;
feasibility, and identify value of b. Potential TDR scenarios for
additional development capacity. key zones and sites; and
c. TDR feasibility and value of
additional development
capacity
C.3—Design work. Identify design a. 4-6 development scenarios DOE-September 2015
guidelines, standards, and other b. Summary of design guidelines,
neighborhood improvements for 4-6 standards, and other
development scenarios. neighborhood improvements
recommended to go with TDR
provisions.
C.4—Public engagement/ TDR slides, meeting materials, and Meetings scheduled for
workshops. Conduct public meeting summaries February, July, October and
workshops with 2016 Update December 2015
Citizen-Advisory Committee and
possibly other bodies(City Council,
Planning Commission)
C.5—TDR policy and code. Seek a. Draft policies and code for possible DOE- December 2015
decision from City Council on implementation of TDR program
whether to move forward to (subject to direction from
implement Anacortes TDR program. Anacortes City Council).
b. Documentation of City Council vote
on TDR implementation.
Tasks Deliverables Timelines/Deadlines
D.Administration Quarterly and final reports to DOE—December 2015
Commerce.
Revisions:
1. Task A.5 has been expanded to include coordination with the City of Anacortes and additional work on
proposed TDR and density credit/PDR policies and regulations.
2. Task A.6 has been expanded to include work on a draft interlocal agreement with the City of Anacortes.
3. Tasks C1 —5 have been added for the City of Anacortes to do a TDR analysis of redevelopment in its
commercial core, and draft policies and code for possible implementation of a TDR program.
4. Tasks A.1, A.3,A.5, A.6, A.7, B.1, and B.2 have been amended to reflect the amended contract end
date of 12/31/2015 as established in Amendment No. B, Skagit County Amendment A20140164.
Department of Commerce
Contract#12-63401-005C
Page 6
Amendment
This Contract Budget, Attachment B, is amended as follows:
e • :' -:`o-"°K ;`f "',+R r, ti ',a'S'�. . 3r1E. -<i `;4cx ._
P.3 .`.r=w t i ' "Litt :
Funding Sources Grant Match Total
Task;
Phase 1:TDR Program
A.1-Public Outreach $27,205 $20,978 $48,183
A.2-TDR Research 28,500 3,463 31,963
A.3-Identify Sending&Receiving Areas 26,783 13,681 40,464
A.4-Market Analysis 49,997 5,132 55,129
A.5-TDR Program,Structure 39,954.69 5,245 45,199.69
A.6-Draft interlocal agreement 17,783 2,203 19,986
A.7-BCC Action on Final TDR Program 5,000 5,143 10,143
Phase 2: Burlington Commercial
Core Redevelopment Analysis
B.1-Identify and Prepare Redevelopment
Scenarios-Subtasks and budget subtotals:
a. Interim Burlington Commercial 16,000 1,929 17,929
Redevelopment Report
b. Final Burlington Commercial 15,000 1,000 16,000
Redevelopment Report
c. Community Task Force 0 2,000 2,000
recommendations for city
implementation
d. Draft Comprehensive Plan and code 0 2,000 2,000
standards to implement Final Report
e. Documentation of City Council vote on 0 1,000 1,000
proposed plan amendments and code
standards
B.2-Integrate LID&Open Space-Subtasks
and budget subtotals:
a. Draft report LID stormwater 10,500 1,186 11,686
management and open space
alternatives
b. Final report on LID stormwater 8,500 1,000 9,500
management and open space
alternatives
c. Recommendations from Gages Slough 2,000 2,000
property owners and Community Task
Force
d Proposed amendments to Burlington 2,000 2,000
Surface Water Mgt and Comprehensive
Land Use Plans,Capital Improvement
Plan,and codes _
e. Documentation of City Council vote on 1,000 1,000
proposed amendments to Surface
Water Mgt and Comprehensive Land
Use Plans,CIP,and relevant codes
Department of Commerce
Contract#12-63401-OOSC
Page 7
Amendment
Funding Sources Grant Match Total
Phase Ill: Anacortes
Commercial Core
Redevelopment Analysis
C.1 through 5-Zoning analysis,market $40,000 $12,391 $52,391
analysis,design work and public workshops.
Total $285,222.69 $83,351 $368,573.69
Revisions:
1. The funding amount for Task A.5 has been increased from $9,800 to $39,954.69 per the
increased scope of work for this task.
2. The funding amount for Task A.6 has been increased from $2,783 to $17,783 per the
increased scope of work for this task.
3. Funding has been added in the amount of$40,000 for the City of Anacortes to complete new
Tasks C.1 through C.S.
ALL OTHER TERMS AND CONDITIONS OF THIS CONTRACT REMAIN IN FULL FORCE AND EFFECT.
Department of Commerce
Contract#12-63401-005 C
Page 8