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HomeMy WebLinkAbout082619_ca03 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS CONSENT AGENDA REQUEST TO: Board of County Commissioners / r/A/11 FROM: Mark McCauley, Central Ser es Director DATE: August 26,2019 SUBJECT: Request for Board of County Commissioners approval to enter into a grant agreement with the Washington State Department of Commerce to conduct a Phase 1 Environmental Site Assessment and Cultural Resources Study of county property (parcel 001034008) located near the intersection of 27th Street and Discovery Road, adjacent to Laurel Grove Cemetery STATEMENT OF ISSUE: Jefferson County applied for and obtained an Environmental Protection Agency Grant to study county land adjacent to Laurel Grove Cemetery. Subsequent to this the county applied for and obtained a$25,000 grant from the Washington State Department of Commerce's Brownfield Revolving Loan Fund (BRLF) Program to complete the assessment and study. The Department of Commerce grant agreement is attached. ANALYSIS: The county has contracted with Maul Foster&Alongi to complete the work funded by the grant. The grant agreement, once approved, will enable Maul Foster to proceed with the work. FISCAL IMPACT: This action is budget neutral with revenues matching expenditures. A 3rd quarter supplemental budget request will be submitted requesting the revenue budget and the associated expense budget. RECOMMENDATION: That the Board of County Commissioners approve the attached grant agreement with Maul Foster Alongi. RE " ' ED BY: tow- P• - . orley,`Co ty Administrator Date io ii . Department of Commerce st , „,„. Grant Agreement with Jefferson County, WA through Washington State Department of Commerce Brownfields Revolving Loan Fund (BRLF) For Due diligence activities on the Port Townsend Cemetery Site to develop an understanding of subsurface conditions and the risk associated with environmental liability at the property. Start date: (insert contract start date) CONTRACT FACE SHEET Contract Number: 20-62310-001 Brownfields Revolving Loan Fund (BRLF) 1.Contractor 2.Contractor Doing Business As(optional) Jefferson County N/A 1820 Jefferson Street Port Townsend,Washington 98368 3.Contractor Representative 4. Commerce Representative Mark McCauley, Central Services Director Tina Hochwender, Program Manager 360-385-9130 360-725-3087 mmccauley a(�co.iefferson.wa.us tina.hochwender• commerce.wa.•ov 5.Contract Amount 6. Funding Source 7.Contract Start Date 8.Contract End Date $25,000 Federal: ® State: ❑ Upon Execution March 31, 2020 Other: ❑ N/A: ❑ 9. Federal Funds (as applicable) Federal Agency CFDA Number EPA 66.818 10.Tax ID# 11. SWV# 12. UBI# 13. DUNS# 916001322 0002430-32 161-001-169 179 278 197 14.Contract Purpose The purpose of this Contract is to provide funding for a project of an entity that furthers the goals and objectives of the Brownfields Revolving Loan Fund. The project will be undertaken by the Contractor and will include the activities described in the Declared Statement of Work, Schedule and Budget. COMMERCE defined as the Department of Commerce, and Contractor acknowledge and accept the terms of this Contract and attachments and have executed this Contract on the date below to start as of the date and year last written below. The rights and obligations of both parties to this Contract are governed by this Contract and the following other documents incorporated by reference: Attachment I—Statement of Work, Schedule and Budget; Attachment II —Legal Description of Property; Attachment Ill —Administrative Prohibition and Eligible Costs; Attachment IV—Disadvantaged Business Enterprise Requirements;Attachment V—Certification Regarding Debarment, Suspension, and Other Responsibility Matters; and,Attachment VI —Approval/Decision Memorandum. FOR THE CONTRACTOR FOR COMMERCE Signature Mark K. Barkley, Assistant Director, Local Government Print Name Date Title APPROVED AS TO FORM ONLY -.7":4/#P Date Luke Eaton Assistant Attorney General 515g Date DECLARATIONS CLIENT INFORMATION Legal Name: Jefferson County Grant Number: 20-62310-001 Award Year: 2019 State Wide Vendor Number: 0002430-32 PROJECT INFORMATION Project Title: Port Townsend Cemetery Site Project City: Port Townsend Project State: Washington Project Zip Code: 98368 CONTRACT INFORMATION Grant Amount: $25,000 Administrative Fee: $250 Contract End Date: December 31,2019 Earliest Date for Pre-Construction Reimbursement: July 11,2019 Time of Performance Project to be completed within 6 months of contract execution. FUNDING INFORMATION Total Amount of Federal Award (as applicable) $1,640,000 Federal Award Date 09/20/2018 Federal Award ID#(FAIN) BF-00J96301 (post closeout program income from BF-97067501) Amount of Federal Funds Obligated by this action $25,000 in program income Awarding Official Susan Morales, EPA Project Officer, 206-553-7299 EPA Cooperative Agreement No. BF-00J96301 (post closeout program income from BF-97067501) ADDITIONAL SPECIAL TERMS AND CONDITIONS GOVERNING THIS AGREEMENT Not Applicable. TABLE OF CONTENTS Part 1 SPECIAL TERMS AND CONDITIONS 1.1. DEFINITIONS 1 1.2. ACKNOWLEDGEMENT OF FEDERAL FUNDING 1 1.3. GRANT MANAGEMENT 1 1.4. PURPOSE 1 1.5. PRE-CONTRACT DOUCMENTATION REQUIREMETNS &CERTIFICATIONS 2 1.6. ORDER OF PRECEDENCE 2 1.7. AMOUNT OF GRANT 2 1.8. ADM I N ITRATIVE FEE 2 1.9. DISBURSEMENT OF GRANT PROCEEDS AND REQUIRED DOCUMENTATION 2 1.10. TIME OF PERFORMANCE 4 1.11. PROJECT COMPLETION AND THE FINALREPORT 4 1.12. RECAPTURE PROVISION 4 1.13. FEDERAL AND STATE REQUIREMENTS 4 1.14. COMPETITIVE BIDDING REQUIREMENTS 5 1.15. ELIGIBLE PROJECT COSTS 5 1.16. PREVAILING WAGE 5 1.17. FEDERAL EXCLUSION 5 1.18. REGISTRATION WITH CENTRAL CONTRACTOR REGISTRATION (CCR) 5 1.19. RECORDKEEPING AND ACCESS TO RECORDS 6 1.20. REPORTS 6 1.21. AMENDMENTS, MODIFICATIONS,ASSIGNMENTS, AND WAIVERS 6 1.22. TERMINATION FOR CAUSE 7 1.23. TERMINATION FOR CONVIENIENCE 7 1.24. PROJECT SIGNS 7 1.25. INDEMNIFICATION 7 1.26. DISADVANTAGED BUSINESS ENTERPRISE REQUIREMENTS 8 1.27. NONDISCRIMINATION PROVISION 8 1.28. PROHIBITION STATEMENT 8 1.29. FALSE, INCORRECT, OR INCOMPLETE INFORMATION OR CLAIM 8 1.30. ACCURACY OF FINANCIAL INFORMATION 8 1.31. INTERNAL CONTROL 9 1.32. LITIGATION 9 1.33. INSURANCE 9 1.34. SUCONTRACTOR DATA COLLECTION 10 1.35 INDIRECT COSTS 10 1.36 SMALL BUSINESS IN RURAL AREAS (SBRA) 10 1.37. LAWS 10 Jefferson County Paget 20-62310-001 BRLF Grant Agreement Contract Part 2. GENERAL TERMS AND CONDITIONS 2.1. DEFINITIONS 11 2.2. ACCESS TO DATA 11 2.3. ADVANCE PAYMENTS 11 2.4. ALL WRITINGS CONTAINED HEREIN 11 2.5. AMENDMENTS 11 2 6 AMERICANS WITH DISABILITIES ACT(ADA)OF 1990, PUBLIC LAW 101-336, also referred to as the 11 "ADA"28 CFR Part 35 2.7. ASSIGNMENT 11 2.8. ATTORNEYS' FEES 11 2.9. AUDIT 11 CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY AND VOLUNTARY 2.10. 12 EXCLUSION—PRIMARY AND LOWER TIER COVERED TRANSACTIONS 2.11. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION 12 2.12. CONFLICT OF INTEREST 13 2.13. COPYRIGHT PROVISIONS 13 2.14 DISPUTES 14 2.15. DUPLICATE PAYMENT 14 2.16. GOVERNING LAW AND VENUE 14 2.17. INDEMNIFICATION 14 2.18. INDEPENDENT CAPACITY OF THE CONTRACTOR 14 2.19. INDUSTRIAL INSURANCE COVERAGE 15 2.20. LAWS 15 2.21. LICENSING, ACCREDITATION AND REGISTRATION 17 2.22. LIMITATION OF AUTHORITY 17 2.23. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS 17 2.24. PAY EQUITY 17 2.25. POLITICAL ACTIVITIES 17 2.26. PROCUREMENT STANDARDS FOR FEDERALLY FUNDED PROGRAMS 18 2.27. PUBLICITY 18 2.28. RECAPTURE18 _. --..-_.... . . 2.29. RECORDS MAINTENANCE 18 2.30. REGISTRATION WITH DEPARTMENT OF REVENUE 19 2.31. RIGHT OF INSPECTION 19 2.32. SAVINGS 19 2.33. SEVERABILITY 19 2.34. SITE SECURITY 19 2.35. SUBCONTRACTING 19 2.36. SURVIVAL 19 2.37. TAXES 19 2.38. TERMINATION FOR CAUSE/SUSPENSION 19 2.39. TERMINATION FOR CONVENIENCE 20 2.40. TERMINATION PROCEDURES 20 2.41. TREATMENT OF ASSETS 21 Jefferson County Page ii 20-62310-001 BRLF Grant Agreement Contract 2.42 WAIVER 21 ATTACHMENT I STATEMENT OF WORK, SCHEDULE AND BUDGET 23 ATTACHMENT II LEGAL DESCRIPITION 25 ATTACHMENT III ADMINSTRATION PROHIBITION AND ELGIBLE COSTS 27 ATTACHMENT IV DISADVANTAGED BUSINESS ENTERPRISE REQUIREMENTS 29 ATTACHMENT V CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER 31 RESPONSIBILITY MATTERS ATTACHMENT VI APPROVAL/DECISION MEMORANDUM 33 Jefferson County Page iii 20-62310-001 BRLF Grant Agreement Contract Jefferson County Page iv 20-62310-001 BRLF Grant Agreement Contract CONTRACT TERMS AND CONDITIONS BROWNFIELDS REVOLVING LOAN FUND Part 1. SPECIAL TERMS AND CONDITIONS 1.1. DEFINITIONS As used throughout this Brownfields Revolving Loan Fund (BRLF) Grant Agreement Contract the following terms shall have the meaning set forth below: A. "CERCLA Section 104(k)" shall mean Comprehensive, Environmental Response Compensation and Liability Act, Brownfields Revitalization Act. B. "Contract"shall mean this BRLF Grant Agreement. C. "Contractor" shall mean the entityidentified on the Contract Face Sheet performingservice(s) under this Contract and who is a Party to the Contract, and shall include all employees and agents of the Contractor. D. The"Contract End Date"shall mean the date the contract expires. The actual date of contract execution shall have no effect on the Contract End Date. E. "Deferral Period"shall be from the date of contract execution until the date of project completion. The Deferral Period shall not exceed 3 years in length. F. "Department of Commerce"and"Commerce"shall mean the Washington State Department of Commerce. G. "Eligible Activities"shall mean removal actions associated with actual cleanup of the Site and eligible direct administrative costs as specified in Attachment Ill—Administrative Prohibition and Eligible Costs. H. "EPA"shall mean the United States Environmental Protection Agency. I. "Project" means the remediation of the contaminated soils and groundwater from the property site owned by Contractor as described in Attachment I—Statement of Work, Schedule and Budget. J. "Property"shall mean the real property as described in Attachment II—Legal Description of Property. K. "Site Manager" shall mean the representative from the Washington State Department of Ecology Toxics Cleanup Program providing remediation oversight in cooperation with Commerce. 1.2. ACKNOWLEDGEMENT OF FEDERAL FUNDING The Contractor agrees that any publications (written, visual, or sound) but excluding press releases, newsletters, and issue analyses, issued by the Contractor describing programs or projects funded in whole or in part with federal funds as shown on the attached Declarations Page under this Contract, shall contain the following statements: "This project was supported by the EPA Cooperative Agreement No.as shown on the attached Declarations Page awarded by EPA. Points of view in this document are those of the author and do not necessarily represent the official position or policies of EPA. Grant funds are administered by the BRLF Program,Washington State Department of Commerce." 1.3. GRANT 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 Grant. The Representative for COMMERCE and their grant information are identified on the Face Sheet of this Grant. The Representative for the Grantee and their contact information are identified on the Face Sheet of this Grant. 1.4. PURPOSE Commerce and the Contractor have entered into this Contract to undertake a local project that furthers the goals and objectives of the BRLF Program. The project will be undertaken by the Contractor and will include the activities described in the STATEMENT OF WORK, SCHEDULE AND BUDGET shown on Attachment I and, if applicable, in Jefferson County Page 1 20-62310-001 BRLF Grant Agreement Contract accordance with the method approved in the Cleanup Action Plan. The project must be undertaken in accordance with the BRLF Program Special Terms and Conditions and all applicable federal, state and local laws and ordinances, which by this reference are incorporated into this Contract as though set forth fully herein. The Contractor agrees to carry out the Project and shall use BRLF Grant funds only for eligible activities in compliance with CERCLA Section 104(k); the Washington State Model Toxics Control Act(MTCA); the Uniform Administrative Requirements for Grants and Cooperative Agreements to States and Local Governments(40 CFR Part 31)and in accordance with all other applicable provisions of federal, state, or local law. The Contractor shall ensure that the assessment and cleanup is protective of human health and the environment, shall perform the assessment and cleanup in and agrees to enter into and conduct the Brownfields assessment and cleanup in accordance with the terms of the Washington State Voluntary Cleanup Program (VCP)or other MTCA oversight authority as approved by Commerce. 1.5. PRE-CONTRACT DOCUMENTATION REQUIREMENTS&CERTIFICATIONS Prior to the execution of this Contract, the Contractor shall provide the following for approval by Commerce: A. EPA—Region 10 Brownfields Site Eligibility Worksheet B. State of Washington—Department of Commerce BRLF Program Loan/Grant Application C. Detailed Project statement of work, budget and work schedule. D. Request for Qualifications(RFQ)for a qualified environmental services contractor firm for the Phase I Environmental Site Assessment and Cultural Resource Assessment activities for the property(referred to herein as Project Documents). E. Site-Specific Community Involvement Plan for the property. F. Site-Specific Health and Safety Plan in accordance with OSHA Worker Health and Safety Standard 29 CFR 1910.120 The Contractor certifies that the previously submitted BRLF Application fairly represents the Contractor's financial condition and that no materially adverse change in condition or operation has occurred. 1.6. ORDER OF PRECEDENCE In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence in the following order: A. Applicable federal and State of Washington statutes and regulations. B. Special Terms and Conditions including attachments. C. General Terms and Conditions. D. Attachment I—Statement of Work, Schedule and Budget E. Attachment II—Legal Description of Property F. Attachment III—Administrative Prohibition and Eligible Costs G. Attachment IV—Disadvantaged Business Enterprise Requirements H. Attachment V—Certification Regarding Debarment, Suspension, and Other Responsibility Matters I. Attachment VI—Approval/Decision Memorandum. 1.7. AMOUNT OF GRANT Commerce, using funds appropriated from the Federal Award as shown on the attached Declarations Page shall grant the Contractor a sum not to exceed the amount shown as GRANT AMOUNT on the attached Declarations Page. This grant amount includes an administrative fee, if applicable,which is shown on the Declarations Page as ADMINISTRATIVE FEE. 1.8. ADMINISTRATIVE FEE The amount of the administrative fee as shown on the Declarations Page represents one percent(1%)of the grant request and shall not be reduced, regardless of the actual final grant amount at project completion. If the administrative fee applies and the total grant amount is increased by amendment, an additional grant fee equal to one percent(1%)of the additional grant amount will be assessed at amendment execution. 1.9. DISBURSEMENT OF GRANT PROCEEDS AND REQUIRED DOCUMENTATION If funding or appropriation is not available at the time the Contractor submits a request for a grant disbursement, the issuance of a warrant will be delayed or suspended until such time funds become available. Therefore, subject to availability of funds, warrants shall be issued to the Contractor for payment of allowable expenses incurred by the Jefferson County Page 2 20-62310-001 BRLF Grant Agreement Contract Contractor while undertaking and administering approved project activities in accordance with Attachment(- STATEMENT OF WORK, SCHEDULE AND BUDGET. The Contractor must meet the internal control requirements as stated in Section 1.31. The grant funds will be disbursed to the Contractor as follows: The total BRLF shall not exceed one hundred percent(100%) of the actual eligible project costs. When requesting reimbursement for costs incurred, the Contractor shall submit a signed and completed A19 Reimbursement Voucher referencing the Attachment I-STATEMENT OF WORK, SCHEDULE AND BUDGET project activity performed, and any appropriate documentation such as bills, invoices, and receipts. The Invoice Voucher must be certified by an official of the Contractor with authority to bind the Contractor. Each succeeding A19 Reimbursement Voucher must be accompanied by a Project Status Report, which describes, in narrative form, the progress made on the project since the last invoice was submitted, as well as a report of project status to date. Commerce will not release payment for any reimbursement request received unless the Project Status Report is received. After approving the Invoice Voucher and the Project Status Report, Commerce shall promptly release the funds to the Contractor. Pre-award costs are limited to permit fees and eligible costs directly associated with bid document preparation and bid advertisement. Commerce will pay for pre-award costs only incurred on or after the earliest date for reimbursement. Requests for reimbursements for costs related to pre-award activities will not be accepted until the Contractor has met the following conditions: • Met the insurance requirements as stated in Section 1.33. Project expenses incurred after the date shown as GRANT REIMBURSEMENT DATE on the Declarations Page are eligible for reimbursement. Requests for reimbursements for costs related to project activities will not be accepted until the Contractor has met the following conditions: A. Issued a Notice to Proceed, which follows the formal award of a environmental services contract; B. Complied with Section 1.16 Prevailing Wage; C. If applicable, submit 21 Day Labor Packet. For each prime and subcontractor performing work on site during the first two weeks of cleanup, contractor must provide a copy of the following documentation to Commerce within 21 days after the respective contractors begin work. • State of Intent to Pay Prevailing Wages • Certified Payroll for the two weeks' pay period • Employee Interview Forms. At least one interview per contractor and subcontractors per trade(job classification) must be conducted. D. Complied with any other conditions required by EPA or Commerce. An electronic copy (emailed PDF or a FAX)of a signed Al 9 Reimbursement Voucher and other required documentation is the preferred method for requesting reimbursement. Submit the electronic requests to your Commerce representative or fax to 360-586-8440. This electronic submittal may be 25 pages or less. If you choose to send your vouchers and backup documentation electronically, please DO NOT mail in the original. You will receive email notification from your Commerce representative that the electronic request has been received. Commerce will pay the Contractor upon acceptance of the work performed and receipt of properly completed invoices,which shall be submitted to the Representative of Commerce. Invoices may be submitted to Commerce not more often than monthly. 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 Grant Number on the attached Declarations Page. 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, at its sole discretion, terminate the Contract or withhold payments claimed by the Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition of this contract. No payments in advance or in anticipation of services or supplies to be provided under this Contract shall be made by Commerce. In the event that the Contractor receives reimbursement for costs that are later determined by the Commerce to be ineligible, these funds shall be repaid to the Department of Commerce. Jefferson County Page 3 20-62310-001 BRLF Grant Agreement Contract Duplication of Billed Costs The Contractor shall not bill Commerce for services performed under this Contract, and Commerce shall not pay the Contractor, if the Contractor is entitled to payment or has been or will be paid by any other source, including grants, for that service. Disallowed Costs The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subgrantees/subcontracts. 1.10. TIME OF PERFORMANCE The Contractor shall begin the activities identified within the Attachment 1-STATEMENT OF WORK, SCHEDULE AND BUDGET no later than sixty(60) days after Contract execution. The Contractor must reach project completion within the period specified on the Declarations Page as TIME OF PERFORMANCE and specifically identified in Attachment I-Statement of Work, Schedule, and Budget. Failure to meet project completion within the time frame described in this section shall constitute default under this Contract, and as a result,this Contract may be terminated. In the event of extenuating circumstances, the Contractor may request, in writing, at least 90 days prior to the expiration of project completion date that Commerce extend the deadline for project completion. Commerce may extend the time of project completion. It is expressly understood that a failure or delay on the part of the Contractor in the performance, in whole or in part, or any of the terms of this Grant Agreement, if such failure is attributable to an Act of God, fire,flood, riot, insurrection, embargo, emergency,or governmental orders, regulations,priority, or other limitations or restrictions, or other similar unforeseen causes beyond the reasonable control of such party, the failure or delay shall not constitute a breach or default under this Grant Agreement however,the Contractor shall use its best effort to insure that the Project is completed in a reasonable time without unnecessary delay. 1.11. PROJECT COMPLETION AND THE FINAL REPORT The Contractor shall provide technical reports and other documents relative to assessment to Commerce and the Site Manager to conform project completion and closeout of the assessment actions. The final report shall document completed assessment goals achieved in compliance with the actions taken, institutional controls used (if any), resources committed, problems or challenges encountered(if any), and assessment goals achieved within two(2) months of project completion. Additionally, the Contractor agrees to submit a final Financial Status Report using such form(s) as specified to Commerce within ninety(90)days of project completion. In the event the Contractor does not complete the assessment, Commerce will access the project site, ensure the site is secure and poses no immediate threat to human health or the environment, and notify EPA and the Site Manager. 1.12. RECAPTURE PROVISION In the event that the Contractor fails to expend the Grant in accordance with state laws, federal laws, and/or the provisions of this Contract, COMMERCE reserves the right to recapture state funds in an amount equivalent to the extent of noncompliance. Repayment by the Contractor of state funds under this recapture provision shall occur within thirty (30) days of demand. In the event that Commerce is required to institute proceedings to enforce this recapture provision, Commerce shall be entitled to its cost thereof, including reasonable attorney's fees. In the event that the Contractor fails to perform this Contract in accordance with state laws, federal laws, and/or the provisions of this Contract, Commerce reserves the right to recapture all funds disbursed under the Contract, in addition to any other remedies available at law or in equity. This provision supersedes the Recapture provision in Section 2.28 of the General Terms and Conditions. 1.13. FEDERAL AND STATE REQUIREMENTS The Contractor assures compliance with all applicable federal, state, and local laws, requirements, and ordinances as they pertain to the design, implementation, and administration of the approved project, including but not limited to those listed in Attachments I to V. Jefferson County Page 4 20-62310-001 BRLF Grant Agreement Contract 1.14. COMPETITIVE BID REQUIREMENTS All Project work performed pursuant to this Contract shall be performed by a qualified, competitively selected contractor consistent with good practices and industry standards. The Contractor shall use a competitive procurement process in the award of any contracts with contractors or sub- contractors that are entered into under the original contract award. The procurement process followed shall be in accordance with 2 CFR 200. If there is an inconsistency between the applicable Federal, State, local and tribal laws and regulations, the more restrictive shall be used. The Contractor shall provide Commerce with copies of all bids and contracts for all work required under the Remedial Action Work Plan. 1.15. ELIGIBLE PROJECT COSTS The Contractor assures compliance with Attachment III:Administrative Prohibition and Eligible Costs, which identifies eligible costs for projects funded by BRLF.The Contractor shall not exceed any of the costs identified in Attachment I—Statement of Work, Schedule and Budget without the prior, written approval of Commerce. All additional costs incurred as the result of change orders shall be the responsibility of the Contractor. In the event that unforeseen conditions are discovered during the Project implementation, Commerce reserves the right to revise the Project Documents. The Contractor shall be responsible for obtaining all permits, licenses, approvals, certifications, and inspections required by federal, state, or local law and to maintain such permits, licenses, approvals, certifications, and inspections in current status prior or during the term of this Contract. The Contractor understands and agrees that all BRLF Grant funds provided by Commerce shall be used for site assessment activities on the Property identified in Attachment II—Legal Description of Property. Funds used for any and all work performed on the Property for which BRLF funds are conditioned upon the Contractor requiring the full compliance of any sub-contractor's with the Project Documents and this Contract. 1.16. PREVAILING WAGE All contractors and subcontractors performing work on a construction project funded through this Contract shall comply with prevailing wage laws by paying the higher of state or federal prevailing wages according to: State Prevailing Wages on Public Works, Chapter 39.12 RCW, as applicable to the Project funded by this contract, including but not limited to the filing of the"Statement of Intent to Pay Prevailing Wages"and"Affidavit of Wages Paid"as required by RCW 39.12.040. The Contractor shall maintain records sufficient to evidence compliance with Chapter 39.12 RCW, and shall make such records available for Board's review upon request; or, The Davis Bacon Act, 40 USC 276a-276a-5 and related federal acts provide that all laborers and mechanics employed by contractors or subcontractors in the performance shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined by the Secretary of Labor. The Contractor agrees that the Contractor is legally and financially responsible for compliance with the prevailing wage requirements. Contractor is advised to consult the United States Department of Labor and Washington State Department of Labor and Industries websites to determine the federal and State prevailing wages that must be paid. 1.17. FEDERAL EXCLUSION These terms add to the terms in Section 2.10 Certification Regarding Debarment, Suspension or Ineligibility and Voluntary Exclusion— Primary and Lower Tier Covered Transactions in General Terms and Conditions. The Contractor also agrees to access the Federal Exclusion List at www.sam.gov and provide Federal Exclusion documentation to Commerce and to keep a copy on file with the Contractor's project records. 1.18. REGISTRATION WITH CENTRAL CONTRACTOR REGISTRATION (CCR) By signing this Contract,the Contractor accepts the requirements stated in 48 CFR 52.204-7 to register with the Central Contractor Registration (CCR)database at the System for Awards Management(SAM)website (www.sam.gov). To register in SAM, a valid Data Universal Numbering System(DUNS) Number is required. The Contractor is responsible for the accuracy and completeness of the data within the SAM database and for any liability resulting from the Government's reliance on inaccurate or incomplete data.The Contractor must remain registered in Jefferson County Page 5 20-62310-001 BRLF Grant Agreement Contract the SAM database after the initial registration.The Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in SAM to ensure it is current, accurate and complete.The Contractor shall provide evidence documenting registration and renewal of SAM registration to Commerce. In the event of the Contractor's noncompliance or refusal to comply with the requirement stated above, Commerce reserves the right to suspend payment until the Contractor cures this noncompliance. 1.19. RECORDKEEPING AND ACCESS The Contractor agrees to maintain project information including executed contracts, invoices, correspondence, and other documents sufficient to evidence in proper detail the nature and propriety of the site assessment and expenditures. The Contractor shall submit a statement of any contributions of money, labor, materials, or services utilized in the completion of the project Commerce, Commerce's agents, the Site Manager, and duly authorized officials of the state and federal governments shall have full access to the project site and the right to examine, copy, excerpt, or transcribe any pertinent documents, papers, records, and books of the Contractor and of persons, firms, or organizations with which the Contractor may contract, involving transactions related to this project and this Contract. The Contractor's financial reporting system shall track the eligible use of BRLF funds by site, identify grant and matching funds for site assessment, cleanup and associated development, maintain records based upon federal or non-federal sources, and provided information for an annual financial statement to be submitted to Commerce. The Contractor agrees to retain these records for a period of three(3) years from the date that the debt is retired. This includes but is not limited to financial reports. If any litigation, claim, or audit is started before the expiration of the three(3) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 1.20. REPORTS The Contractor, at such times and on such forms as Commerce may require, shall furnish Commerce with such periodic reports as it may request pertaining to the activities undertaken pursuant to this Contract including, but not limited to: A. Prevailing Wage decisions and/or changes B. Disadvantaged Business Enterprises utilization C. Project Status Reports with each Invoice Voucher D. Project Completion Report(as described in Section 1.11) E. Other reports as Commerce may require. In the event of the Contractor's noncompliance or refusal to comply with the requirement stated above, Commerce reserves the right to suspend payment until the Contractor cures this noncompliance. 1.21. AMENDMENTS,MODIFICATIONS,ASSIGNMENTS,AND WAIVERS These terms supersede the terms in Section 2.5 Amendments in General Terms and Conditions. The Contractor may request an amendment of this Contract for the purpose of modifying the Attachment(- STATEMENT OF WORK, SCHEDULE AND BUDGET or for extending the time of performance as provided for in Section 1.10. Any revision to the STATEMENT OF WORK, SCHEDULE AND BUDGET or location of the project must be approved in writing by Commerce prior to such change becoming effective. No modification or amendment resulting in an extension of project completion shall take effect until a request in writing has been received, approved by Commerce, and approved in writing by both Commerce and the Contractor and attached hereto in accordance with Section 1.10. The Contractor shall not assign or attempt to assign directly or indirectly any of its rights under this Grant instrument referred to herein, without the prior written consent of Commerce. The Agreement, or under any g Contractor shall not assign all or any portion of the Property made the subject of this Grant Agreement without the prior written consent of Commerce. As a condition of approval, Commerce reserves the right to demand payment in full of the outstanding principal balance of the grant. No conditions or provisions of this Contract may be waived unless approved by Commerce in writing. No waiver of any default or breach by any party shall be implied from any failure to take action upon such default or breach, if the default of breach persists or repeats. Jefferson County Page 6 20-62310-001 BRLF Grant Agreement Contract Any forbearance by Commerce with respect to any of the terms and conditions of this Grant Agreement and associated Project Documents shall in no way constitute a waiver of any of Commerce's rights or privileges granted hereunder. 1.22. TERMINATION FOR CAUSE These terms supersede the terms in Section 2.38 Termination for Cause/Suspension in General Terms and Conditions. Failure to perform the duties associated with this Contract in a timely manner may constitute default of this Contract and require the immediate repayment of any funds disbursed. Any representation or warranty made herein or in any report, certificate, financial statement, or other instrument furnished in connection with this Contract or the Project Documents proven to be false in any material respect may constitute default of this Contract and require the immediate repayment of any funds disbursed. If Commerce concludes that the Contractor has failed to comply with the terms and conditions of this Contract, or has failed to use the grant proceeds only for those activities identified in the Attachment l-STATEMENT OF WORK, SCHEDULE AND BUDGET,or has otherwise materially breached one or more of the covenants in this Contract, Commerce may at any time, at its discretion, upon notice to the Contractor,terminate the Contract and/or its attached agreements in whole or in part, and declare the entire remaining balance of the grant, together with any interest accrued, immediately due and payable in full. Such Notice of Termination for Cause shall be in writing, shall state the reason for such termination, and shall specify the effective date of the termination. The effective date of the termination will be determined by Commerce. Such notice shall inform the Contractor of the breach of the relevant covenant and shall allow the Contractor at least thirty(30)business days to cure such breach, if curable. The notice shall instruct the Contractor that, if the breach is not cured or cannot be cured within thirty(30) business days, the outstanding balance of the grant shall be due and payable. If this Contract is so terminated, Commerce shall be liable only for payment required under the terms of this Contract for services rendered or goods delivered prior to the effective date of termination. 1.23. TERMINATION FOR CONVENIENCE These terms supersede the terms in Section 2.39 Termination for Convenience in General Terms and Conditions. Commerce may terminate this Contract in the event that federal or state funds are no longer available to Commerce, or are not appropriated for the purpose of meeting Commerce's obligations under this Contract. Commerce shall notify the Contractor in writing of its determination to terminate and the reason for such termination. The effective date of the termination will be determined by Commerce. If this Contract is so terminated, Commerce shall be liable only for payment required under the terms of this Contract for services rendered or goods delivered prior to the effective date of termination. Nothing in this section shall affect Contractor's obligations to repay the unpaid balance of the grant. 1.24. PROJECT SIGNS The Contractor agrees to erect a sign(s)on the Property stating that the Project is being financed in part by an EPA grant and in cooperation with the Washington State Department of Commerce.Additional signage must include contacts for obtaining information on activities being conducted at the Project Site and for reporting Davis-Bacon Compliance, suspected criminal activities, and health and safety rules. Any sign(s)erected on the Project Site shall comply with all requirements of the state and local law applicable to on premise outdoor advertising. 1.25. INDEMNIFICATION These terms supersede the terms in Section 2.17 Indemnification in General Terms and Conditions. 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, the Site Manager, and local partners from and against all claims or damages 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. 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. Jefferson County Page 7 20-62310-001 BRLF Grant Agreement Contract 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. 1.26. DISADVANTAGED BUSINESS ENTERPRISE REQUIREMENTS As mandated by the EPA, the Contractor agrees to comply with the requirements of the EPA's Program for Utilization of Small, Minority Business Enterprises, and Women's Business Enterprises(MBE/WBE) in procurement under this Contract. The Contractor is required to follow the requirements identified in Attachment IV: Disadvantaged Business Enterprise Requirements. By signing this Contract, the Contractor accepts the applicable MBE/WBE fair share objectives/goals negotiated with EPA by the Washington State Office of Minority and Women's Business Enterprises. The Contractor attests to the fact that it is purchasing the same or similar construction, supplies, services and equipment, in the same or similar relevant geographic buying market as Washington State Office of Minority and Women's Business Enterprises. The goals for the utilization of disadvantaged businesses are stated in Attachment IV: Disadvantaged Business Enterprise Requirements. The Contractor is required to furnish Commerce with such periodic reports as the Department may request pertaining to the utilization of disadvantaged businesses. 1.27. NONDISCRIMINATION PROVISION During the performance of this Contract, the Contractor shall comply with all federal and state nondiscrimination laws, including, but not limited to Chapter 49.60 RCW,Washington's Law Against Discrimination, and 42 USC 12101 et. seq,the Americans with Disabilities Act(ADA). In the event of the Contractor's noncompliance or refusal to comply with any applicable nondiscrimination law, regulation, or policy, this Contract may be rescinded, canceled, or terminated in whole or in part, and the Contractor may be declared ineligible for further contracts with Commerce. The Contractor shall, however, be given a reasonable time in which to cure this noncompliance. The Contractor must also include the following terms and conditions in contracts with all contractors, subcontractors, engineers,vendors, and any other entity for work or services listed in the Attachment(- STATEMENT OF WORK, SCHEDULE AND BUDGET. "The Contractor shall not discriminate on the basis of race, color, national origin or sex in the performance of this Contract. The Contractor shall carry out applicable requirements of 40 CFR Part 33 in the award and administration of contracts awarded under EPA financial agreements. Failure by the Contractor to carry out these requirements is a material breach of this Contract which may result in termination of this Contract." 1.28. PROHIBITION STATEMENT Pursuant to Section 106 of the Trafficking Victims Protection Act of 2000, as amended, the Contractor's contractors, subcontractors,engineers,vendors, and any other entity shall comply with and include the following terms and conditions in all contracts for work or services listed in the Attachment I-STATEMENT OF WORK, SCHEDULE AND BUDGET: "All forms of trafficking in persons, illegal sex trade, or forced labor practices are prohibited in the performance of this award or subawards under the award, or in any manner during the period of time that the award is in effect. This prohibition applies to you as the recipient, your employees, subrecipients under this award, and subrecipients'employees." If any term of this section is violated, this contract may be terminated. 1.29. FALSE, INCORRECT,OR INCOMPLETE INFORMATION OR CLAIM The Contractor warrants that the Contractor neither has submitted nor shall submit any information that is materially false, incorrect, or incomplete to Commerce. The Contractor is advised that providing false, fictitious, or misleading information with respect to the receipt and disbursements of EPA funds is basis for criminal, civil, or administrative fines and/or penalties. 1.30. ACCURACY OF FINANCIAL INFORMATION The Contractor warrants that all financial statements and related information furnished by the Contractor have been prepared under Generally Accepted Accounting Procedures(GAAP) or tax basis, and fully represents to the best of the Contractor's knowledge, the financial condition of the Contractor as of the dates and for the periods indicated. Jefferson County Page 8 20-62310-001 BRLF Grant Agreement Contract The Contractor covenants that since the date of such statements, the Contractor is unaware of any materially adverse change in the business property, operations, or condition (financial or otherwise)that would impair the Contractor's ability to repay the grant. 1.31. INTERNAL CONTROL The Contractor must designate one person as fiscal coordinator of the grant. Only one signature is required to request reimbursement of expenditures from Commerce, However, in the absence of the fiscal coordinator, or in other circumstances, a second person must be authorized to sign on the reimbursement request form. The Contractor must maintain effective internal controls and accountability for the grant funds by complying with financial management standards and GAAP. 1.32. LITIGATION The Contractor warrants that there is no threatened or pending litigation, investigation, or legal action before any court, arbitrator, or administrative agency that, if adversely determined, would have a materially adverse effect on the Contractor's ability to repay the grant. 1.33. INSURANCE The Contractor shall provide insurance coverage as set out in this section. The intent of the required insurance is to protect the state 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 Subgrantee/subcontractor, or agents of either, while performing under the terms of this Contract. 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 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 Contract start date, a certificate of insurance which outlines the coverage and limits defined in this insurance section. During the term of the Contract, 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 Contract, 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 Contract activity but no less than$1,000,000 per occurrence.Additionally, the Contractor is responsible for ensuring that any Subgrantee/subcontractor provide adequate insurance coverage for the activities arising out of subgrantstsubcontracts. Automobile Liability. In the event that performance pursuant to this Contract involves the use of vehicles, owned or operated by the Contractor or its Subgrantee/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 Contract and licensed staff employed or under contract to the Contractor. The state of Washington, its agents, officers, and employees need not be named as additional insureds under this policy. Fidelity Insurance. Every officer, director, employee, or agent who is authorized to act on behalf of the Contractor for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other instruments of payment for program costs shall be insured to provide protection against loss: A. The amount of fidelity coverage secured pursuant to this Contract shall be$100,000 or the highest of planned reimbursement for the Contract period, whichever is lowest. Fidelity insurance secured pursuant to this paragraph shall name Commerce as beneficiary. Jefferson County Page 9 20-62310-001 BRLF Grant Agreement Contract B. Subgrantees/subcontractors that receive$10,000 or more per year in funding through this Contract shall secure fidelity insurance as noted above. Fidelity insurance secured by Subgrantee/subcontractors pursuant to this paragraph shall name the Contractor as beneficiary. The Contractor shall provide, at Commerce's request, copies of insurance instruments or certifications from the insurance issuing agency. The copies or certifications shall show the insurance coverage, the designated beneficiary, who is covered, the amounts, the period of coverage, and that Commerce will be provided thirty (30)days advance written notice of cancellation. 1.34. SUBCONTRACTOR DATA COLLECTION Contractor will submit reports, in a form and format to be provided by Commerce and at intervals as agreed by the parties, regarding work under this Contract performed by subcontractors and the portion of Contract funds expended for work performed by subcontractors, including but not necessarily limited to minority-owned, woman- owned, and veteran-owned business subcontractors. "Subcontractors"shall mean subcontractors of any tier. 1.35. INDIRECT COSTS Pursuant to CERCLA 104(k)(4)(B), indirect costs are not eligible for reimbursement under this Contract. 1.36. SMALL BUSINESS IN RURAL AREAS (SERA) The Contractor shall use the following affirmative steps: place SBRAs on solicitation lists; make sure that SBRAs are solicited whenever there are potential sources; divide total requirements,when economically feasible, into small tasks or quantities to permit maximum participation by SBRAs; establish delivery schedules, where the requirements of work permit,which would encourage participation by SBRAs; and, use the services of the Small Business Administration and the Minority Business Development Agency of the U.S. Department of Commerce, as appropriate. 1.37. LAWS These terms add to the terms in Section 2.20 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 Uniform Administrative Requirements, Cost Principles, and Audit Requirement for Federal Award, 2 CFR 200, Subpart F—Audit Requirements. B. Environmental Protection and Review National Historic Preservation Act of 1966, Public Law 89-665 as amended. Endangered Species Act, Public Law 93-205 as amended Clean Water Act of 1977, Public Law 95-217 as amended Safe Drinking Water Act, Public Law 93-523 as amended Clean Air Act, Public Law 84-159 as amended Rehabilitation Act of 1973, Section 504 as implemented by Executive Orders 11914 and 11250 Resource Conservation and Recovery Act(RCRA) Section 6002 Jefferson County Page 10 20-62310-001 BRLF Grant Agreement Contract Part 2. GENERAL TERMS AND CONDITIONS 2.1. DEFINITIONS As used throughout this Contract, the following terms shall have the meaning set forth below: A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing to act on the Director's behalf. B. "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. C. "State"shall mean the state of Washington. D. "Subcontractor"shall mean one not in the employment of the Contractor,who is performing all or part of those services under this Contract under a separate contract with the Contractor. The terms"subcontractor" and "subcontractors" mean subcontractor(s) in any tier. 2.2. ACCESS TO DATA In compliance with RCW 39.26.180, the Contractor shall provide access to data generated under this Contract to Commerce, the Joint Legislative Audit and Review Committee, and the Office of the State Auditor at no additional cost. This includes access to all information that supports the findings, conclusions, and recommendations of the Contractor's reports, including computer models and the methodology for those models. 2.3. ADVANCE PAYMENTS No payments in advance of or in anticipation of goods or services to be provided under this Contract shall be made by Commerce. 2.4. ALL WRITINGS CONTAINED HEREIN This Contract contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto. 2.5. AMENDMENTS This Contract may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 2.6. AMERICANS WITH DISABILITIES ACT(ADA)OF 1990, PUBLIC LAW 101-336, also referred to as the"ADA" 28 CFR Part 35 The Contractor must comply with the ADA,which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 2.7. ASSIGNMENT Neither this Contract, nor any claim arising under this Contract, shall be transferred or assigned by the Contractor without prior written consent of Commerce. 2.8. ATTORNEYS' FEES Unless expressly permitted under another provision of the Contract, in the event of litigation or other action brought to enforce Contract terms, each party agrees to bear its own attorneys fees and costs. 2.9. AUDIT If the Contractor is a subrecipient and expends$750,000 or more in federal awards from any and/or all sources in any fiscal year, the Contractor shall procure and pay for a single audit or a program-specific audit for that fiscal year. Upon completion of each audit, the Contractor shall: 1. Submit to Commerce the reporting package specified in OMB Super Circular 2 CFR 200.501, reports required by the program-specific audit guide(if applicable), and a copy of any management letters issued by the auditor. 2. Submit to Commerce follow-up and developed corrective action plans for all audit findings. Jefferson County Page 11 20-62310-001 BRLF Grant Agreement Contract If the Contractor is a subrecipient and expends less than $750,000 in federal awards from any and/or all sources in any fiscal year, the Contractor shall notify Commerce they did not meet the single audit requirement. The Grantee shall send all single audit documentation to auditreviewcommerce.wa.qov. 2.10. CERTIFICATION REGARDING DEBARMENT,SUSPENSION OR INELIGIBILITY AND VOLUNTARY EXCLUSION—PRIMARY AND LOWER TIER COVERED TRANSACTIONS A. Contractor, defined as the primary participant and it principals, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief that they: 1. Are not presently debarred, suspended, proposed for debarment, and declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency. 2. Have not within a three-year period preceding this contract, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, • attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement,theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity(Federal, State, or local)with commission of any of the offenses enumerated in paragraph (1)(b)of Federal Executive Order 12549; and, 4. Have not within a three-year period preceding the signing of this contract had one or more public transactions(Federal, State, or local)terminated for cause of default. B. Where the Contractor is unable to certify to any of the statements in this contract, the Contractor shall attach an explanation to this contract. C. The Contractor agrees by signing this contract that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by Commerce. D. The Contractor further agrees by signing this contract that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction,"as follows, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions: LOWER TIER COVERED TRANSACTIONS a) The lower tier contractor certifies, by signing this contract that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. b) Where the lower tier contractor is unable to certify to any of the statements in this contract, such contractor shall attach an explanation to this contract. E. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, person, primary covered transaction, principal, and voluntarily excluded, as used in this section, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may contact Commerce for assistance in obtaining a copy of these regulations. 2.11. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION A. "Confidential Information"as used in this section includes: 1. All material provided to the Contractor by Commerce that is designated as"confidential"by Commerce; 2. All material produced by the Contractor that is designated as"confidential" by Commerce; and 3. All personal information in the possession of the Contractor that may not be disclosed under state or federal law. "Personal information" includes but is not limited to information related to a person's name, health, finances, education, business, use of government services, 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). Jefferson County Page 12 20-62310-001 BRLF Grant Agreement Contract B. The Contractor shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. The Contractor shall use Confidential Information solely for the purposes of this Contract and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of Commerce or as may be required by law. The Contractor shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation of any state or federal laws related thereto. Upon request, the Contractor shall provide Commerce with its policies and procedures on confidentiality. Commerce may require changes to such policies and procedures as they apply to this Contract whenever Commerce reasonably determines that changes are necessary to prevent unauthorized disclosures. The Contractor shall make the changes within the time period specified by Commerce. Upon request, the Contractor shall immediately return to Commerce any Confidential Information that Commerce reasonably determines has not been adequately protected by the Contractor against unauthorized disclosure. C. Unauthorized Use or Disclosure. The Contractor shall notify Commerce within five(5)working days of any unauthorized use or disclosure of any confidential information, and shall take necessary steps to mitigate the harmful effects of such use or disclosure. 2.12. CONFLICT OF INTEREST Notwithstanding any determination by the Executive Ethics Board or other tribunal, Commerce may, in its sole discretion, by written notice to the Contractor terminate this contract if it is found after due notice and examination by Commerce that there is a violation of the Ethics in Public Service Act, Chapters 42.52 RCW and 42.23 RCW; or anysimilar statute involvingthe Contractor in the procurement of, or performance under this contract. Specific restrictions apply to contracting with current or former state employees pursuant to chapter 42.52 of the Revised Code of Washington. The Contractor and their subcontractor(s) must identify any person employed in any capacity by the state of Washington that worked on the Brownfield Revolving Loan Fund Program including but not limited to formulating or drafting the legislation, participating in program funding procurement planning and execution,awarding funds, and monitoring contracts, during the 24 month period preceding the start date of this Contract. The Contractor must identify the individual by name, the agency previously or currently employed by,job title or position held, and separation date. If it is determined by Commerce that a conflict of interest exists, the Contractor may be disqualified from further consideration for the award of a contract. In the event this contract is terminated as provided above, Commerce shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the contract by the Contractor. The rights and remedies of Commerce provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which Commerce makes any determination under this clause shall be an issue and may be reviewed as provided in the"Disputes"clause of this contract. 2.13. COPYRIGHT PROVISIONS Unless otherwise provided, all Materials produced under this Contract shall be considered"works for hire"as defined by the U.S. Copyright Act and shall be owned by Commerce. Commerce shall be considered the author of such Materials. In the event the Materials are not considered"works for hire" under the U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to Commerce effective from the moment of creation of such Materials. "Materials" means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability to transfer these rights. For Materials that are delivered under the Contract, but that incorporate pre-existing materials not produced under the Contract, the Contractor hereby grants to Commerce a nonexclusive, royalty-free, irrevocable license(with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The Contractor warrants and represents that the Contractor has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to Commerce. The Contractor shall exert all reasonable effort to advise Commerce, at the time of delivery of Materials furnished under this Contract, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Contract. The Contractor shall provide Commerce with prompt written notice of each notice or claim of infringement received by the Contractor with respect to any Materials delivered under this Contract. Commerce shall have the right to modify or remove any restrictive markings placed upon the Materials by the Contractor. Jefferson County Page 13 20-62310-001 BRLF Grant Agreement Contract 2.14. DISPUTES Except as otherwise provided in this Contract, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Director of Commerce, who may designate a neutral person to decide the dispute. The request for a dispute hearing must: • be in writing; • state the disputed issues; • state the relative positions of the parties; • state the Contractor's name, address, and Contract number; and • be mailed to the Director and the other party's(respondent's)Contract Representative within three(3) working days after the parties agree that they cannot resolve the dispute. The respondent shall send a written answer to the requestor's statement to both the Director or the Director's designee and the requestor within five(5)working days. The Director or designee shall review the written statements and reply in writing to both parties within ten (10) working days.The Director or designee may extend this period if necessary by notifying the parties. The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding. The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal. Nothing in this Contract shall be construed to limit the parties'choice of a mutually acceptable alternate dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above. 2.15. DUPLICATE PAYMENT Commerce shall not pay the Contractor, if the Contractor has charged or will charge the State of Washington or any other party under any other Contract, subgrant/subcontract, or agreement, for the same services or expenses. 2.16. GOVERNING LAW AND VENUE This Contract shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 2.17. INDEMNIFICATION To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the state of Washington, Commerce, agencies of the state and all officials, agents and employees of the state,from and against all claims arising out of or resulting from the performance of the contract. "Claim"as used in this contract, means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorney's fees, attributable for bodily injury, sickness, disease, or death, or injury to or the destruction of tangible property including loss of use resulting therefrom. The Contractor's obligation to indemnify, defend, and hold harmless includes any claim by Contractor's agents, tee/subcontractor or its or anyran employees. employees, re representatives, sub g p Contractor expressly agrees to indemnify, defend, and hold harmless the State for any claim arising out of or incident to Grantee's or any subgrantee's/subcontractor's performance or failure to perform the Contract. Contractor's obligation to indemnify, defend, and hold harmless the State shall not be eliminated or reduced by any actual or alleged concurrent negligence of State or its agents, agencies, employees and officials. The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the state and its agencies, officers, agents or employees. 2.18. 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. Jefferson County Page 14 20-62310-001 BRLF Grant Agreement Contract 2.19. INDUSTRIAL INSURANCE COVERAGE The Contractor shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, Commerce may collect from the Contractor the full amount payable to the Industrial Insurance Accident Fund. Commerce may deduct the amount owed by the Contractor to the accident fund from the amount payable to the Contractor by Commerce under this Contract, and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I's rights to collect from the Contractor. 2.20. 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 2 CFR Part 200 B.' Environmental Protection and Review Coastal Barrier Resources Act of 1982, 16 U.S.C. 3501 et seq. q HUD's implementing regulations at 24 CFR Parts 50 or 58, as appropriate Coastal Zone Management Act of 1972, 16 USC.§§1451-1464USCHUD's implementing regulations at 24 CFR parts 50 or 58, as appropriate. Lead Based Paint Poisoning Prevention Act,42 USC 4821-4846 also 24 CFR 982.401(j). National Environmental Policy Act of 1969,42 USC 4321et seq. and the Implementing Regulations of 24 CFR 58(HUD)and 40 CFR 1500-1508(Council on Environmental Quality) Residential Lead-Based Paint Hazard Reduction Act of 1992, 42 USC 4851-4856. C. Flood Plains Flood Disaster Protection Act of 1973, 42 USC 4001-4128. D. Labor and Safety Standards All Rental Units Assisted with Federal Funds Must Meet the Section 8 Housing Quality Standards(HQS)and Local Housing Code Requirements for the duration of the Affordability Period. Convict Labor, 18 USC 751, 752, 4081, 4082. Davis Bacon Act, 40 USC 276a-276a-5. Drug-Free Workplace Act of 1988, 41 USC 701 et seq. Federal Fair Labor Standards Act, 29 USC 201 et seq. Work Hours and Safety Act of 1962, 40 USC 327-330 and Department of Labor Regulations, 29 CFR Part 5. Title IV of the Lead Based Paint Poisoning Prevention Act,42 USC 4831, 24 CFR Part 35, E. Laws against Discrimination Age Discrimination Act of 1975, Public Law 94-135, 42 USC 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(EO) 11246, as amended by EO 11375, 11478, 12086 and 12102. Fair Housing Act(42 USC 3601-19)and implementing regulations at 24 CFR Part 100.Section 504 of the Rehabilitation Act of 1973 and implementing regulations at 24 CFR part 8. Fair Housing, Title VIII of the Civil Rights Act of 1968, Public Law 90-284, 42 USC 3601-19. Handicapped Employees of Government Contractors, Rehabilitation Act of 1973, Section 503, 29 USC 793. Handicapped Recipients of Federal Financial Assistance, Rehabilitation Act of 1973, Section 504, 29 USC 794. Minority Business Enterprises, Executive Order 11625, 15 USC 631. Jefferson County Page 15 20-62310-001 BRLF Grant Agreement Contract Minority Business Enterprise Development, Executive Order 12432, 48 FR 32551. Nondiscrimination and Equal Opportunity, 24 CFR 5.105(a). Nondiscrimination in benefits, Title VI of the Civil Rights Act of 1964, Public Law 88-352, 42 USC 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 Programs. Nondiscrimination in Federally Assisted Construction Contracts, Executive Order 11246, 42 USC 2000e, as amended by Executive Order 11375,41 CFR Chapter 60. Section 3, Housing and Urban Development Act of 1968, 12 USC 1701u (See 24 CFR 570.607(b)). F. Office of Management and Budget Circulars 2 CFR Parts 200, 215, 220, 225, and 230 G. Other Anti-Kickback Act, 18 USC 874; 40 USC 276b, 276c; 41 USC 51-54. H.R.3547, Consolidated Appropriations Act,2014. Governmental Guidance for New Restrictions on Lobbying; Interim Final Guidance, Federal Register 1,Vol. 54, No. 243\Wednesday, December 20, 1989. Hatch Political Activity Act, 5 USC 1501-8. Lobbying and Disclosure, 42 USC 3537a and 3545 and 31 USC 1352 (Byrd Anti-Lobbying Amendment). 31 USC 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 USC 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. Non-Supplanting Federal Funds. Section 8 Housing Assistance Payments Program. H. Privacy Privacy Act of 1974, 5 USC 522a. I. Relocation Uniform Relocation Assistance and Real Property Acquisition Policy Act of 1970 and implementing regulations at 49 CFR Part 24. Section 104(d) of the Housing and Community Development Act of 1974 and the implementing regulations at 24 CRF Part 570. Washington State Laws and Regulations A. Affirmative Action, RCW 41.06.020. 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. F. Affordable Housing Program, Chapter 43.185 RCW G. Interlocal Cooperation Act, Chapter 39.34 RCW. H. Noise Control, Chapter 70.107 RCW, I. Office of Minority and Women's Business Enterprises, Chapter 39.19 RCW and Chapter 326-02 WAC. J. Open Public Meetings act, Chapter 42.30 RCW. K. Prevailing Wages on Public Works, Chapter 39.12 RCW. L. Public Records Act, Chapter 42.56 RCW. Jefferson County Page 16 20-62310-001 BRLF Grant Agreement Contract M. Relocation Assistance- Real Property Acquisition Policy, Chapter 8.26 RCW. N. Shoreline Management Act of 1971, Chapter 90.58 RCW. O. State Budgeting, Accounting,and Reporting System, Chapter 43.88 RCW. P. State Building Code, Chapter 19.27 RCW and Energy-Related Building Standards, Chapter 19.27A RCW, and Provisions in Buildings for Aged and Handicapped Persons, Chapter 70.92 RCW. Q. State Coastal Zone Management Program, Publication 01-06-003, Shorelands and Environmental Assistance Program,Washington State Department of Ecology. R. State Environmental Policy, Chapter 43.21C RCW. S. State Executive Order 05-05,Archeological and Cultural Resources. 2.21. LICENSING,ACCREDITATION AND REGISTRATION The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Contract. 2.22. LIMITATION OF AUTHORITY Only the Authorized Representative or Authorized Representative's delegate by writing (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Contract. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this contract is not effective or binding unless made in writing and signed by the Agent. 2.23. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS During the performance of this Contract, the Contractor shall comply with all federal, state, and local nondiscrimination laws, regulations and policies. In the event of the Contractor's non-compliance or refusal to comply with any nondiscrimination law, regulation or policy, this contract may be rescinded, canceled or terminated in whole or in part, and the Contractor may be declared ineligible for further contracts with Commerce. The Contractor shall, however, be given a reasonable time in which to cure this noncompliance.Any dispute may be resolved in accordance with the"Disputes" procedure set forth herein. 2.24. PAY EQUITY The Contractor agrees to ensure that"similarly employed" individuals in its workforce are compensated as equals, consistent with the following: a. Employees are"similarly employed" if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility,and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed; b. Contractor may allow differentials in compensation for its workers if the differentials are based in good faith and on any of the following: (i)A seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation levels. (ii)A bona fide job-related factor or factors may include, but not be limited to, education, training, or experience that is: Consistent with business necessity; not based on or derived from a gender-based differential; and accounts for the entire differential. (iii)A bona fide regional difference in compensation level must be: Consistent with business necessity; not based on or derived from a gender-based differential;and account for the entire differential. This Contract may be terminated by the Department, if the Department or the Department of Enterprise services determines that the Contractor is not in compliance with this provision. 2.25. 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. Jefferson County Page 17 20-62310-001 BRLF Grant Agreement Contract 2.26. 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 2 CFR Part 200, for all purchases funded by this Contract. A Contractor which is a nonprofit organization shall establish procurement policies in accordance with 2 CFR Part 200, for all purchases funded by this Contract. 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 businesses and minority-owned businesses. d. The type of procuring instrument(fixed price, cost reimbursement)shall be determined by the Contractor, but must be appropriate for the particular procurement and for promoting the best interest of the program involved. e. Contracts shall be made only with reasonable subcontractors who possess the potential ability to perform successfully under the terms and conditions of the proposed procurement. f. Some form of price or cost analysis should be performed in connection with every procurement action. g. Procurement records and files for purchases shall include all of the following: 1) Contractor selection or rejection. 2) The basis for the cost or price. 3) Justification for lack of competitive bids if offers are not obtained. h. A system for contract administration to ensure Contractor conformance with terms, conditions and specifications of this Contract, and to ensure adequate and timely follow-up of all purchases. 4. Contractor and Subcontractor must receive prior approval from Commerce for using funds from this Contract to enter into a sole source contract or a contract where only one bid or proposal is received when value of this contract is expected to exceed $5,000. Prior approval requests shall include a copy of proposed contracts and any related procurement documents and justification for non-competitive procurement, if applicable. 2.27. PUBLICITY The Contractor agrees not to publish or use any advertising or publicity materials in which the state of Washington or Commerce's name is mentioned, or language used from which the connection with the state of Washington's or Commerce's name may reasonably be inferred or implied, without the prior written consent of Commerce. 2.28. RECAPTURE In the event that the Contractor fails to perform this contract in accordance with state laws, federal laws, and/or the provisions of this contract, Commerce reserves the right to recapture funds in an amount to compensate Commerce for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the Contractor of funds under this recapture provision shall occur within the time period specified by Commerce. In the alternative, Commerce may recapture such funds from payments due under this contract. 2.29. RECORDS MAINTENANCE The Contractor shall maintain books, records, documents, data and other evidence relating to this Contract and performance of the services described herein, including but not limited to accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Contract. The Contractor shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the Contract, shall be subject at all reasonable Jefferson County Page 18 20-62310-001 BRLF Grant Agreement Contract times to inspection, review or audit by Commerce, personnel duly authorized by Commerce, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. If any litigation, claim or audit is started before the expiration of the six(6)year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 2.30. REGISTRATION WITH DEPARTMENT OF REVENUE If required by law, the Contractor shall complete registration with the Washington State Department of Revenue. 2.31. RIGHT OF INSPECTION The Contractor shall provide right of access to its facilities to Commerce, or any of its officers, or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Contract. • 2.32. SAVINGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Contract and prior to normal completion, Commerce may terminate the Contract under the "Termination for Convenience"clause, without the ten business day notice requirement. In lieu of termination, the Contract may be amended to reflect the new funding limitations and conditions. 2.33. SEVERABILITY The provisions of this Contract are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Contract. 2.34. SITE SECURITY While on Commerce premises, Contractor, its agents, employees, or subcontractors shall conform in all respects • with physical, fire or other security policies or regulations. 2.35. 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. 2.36. SURVIVAL The terms, conditions, and warranties contained in this Contract that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Contract shall so survive. 2.37. TAXES All payments accrued on account of payroll taxes, unemployment contributions, the Contractor's income or gross receipts, any other taxes, insurance or expenses for the Contractor or its staff shall be the sole responsibility of the Contractor. 2.38. TERMINATION FOR CAUSE In the event Commerce determines the Contractor has failed to comply with the conditions of this Contract in a timely manner, Commerce has the right to suspend or terminate this Contract. Before suspending or terminating Jefferson County Page 19 20-62310-001 BRLF Grant Agreement Contract the Contract, Commerce shall notify the Contractor in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days, the Contract may be terminated or suspended. In the event of termination or suspension, the Contractor shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original Contract and the replacement or cover Contract and all administrative costs directly related to the replacement Contract, e.g., cost of the competitive bidding, mailing, advertising and staff time. Commerce reserves the right to suspend all or part of the Contract,withhold further payments, or prohibit the Contractor from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Contractor or a decision by Commerce to terminate the Contract. A termination shall be deemed a"Termination for Convenience" if it is determined that the Contractor: (1)was not in default; or(2) failure to perform was outside of his or her control, fault or negligence. The rights and remedies of Commerce provided in this Contract are not exclusive and are, in addition to any other rights and remedies, provided by law. 2.39. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Contract, Commerce may, by ten (10) business days written notice, beginning on the second day after the mailing, terminate this Contract, in whole or in part. if this Contract is so terminated, Commerce shall be liable only for payment required under the terms of this Contract for services rendered or goods delivered prior to the effective date of termination. 2.40. TERMINATION PROCEDURES Upon termination of this Contract, Commerce, in addition to any other rights provided in this Contract, may require the Contractor to deliver to Commerce any property specifically produced or acquired for the performance of such part of this Contract as has been terminated. The provisions of the"Treatment of Assets"clause shall apply in such property transfer. Commerce shall pay to the Contractor the agreed upon price, if separately stated,for completed work and services accepted by Commerce, and the amount agreed upon by the Contractor and Commerce for(i)completed work and services for which no separate price is stated, (ii) partially completed work and services, (iii)other property or services that are accepted by Commerce, and(iv)the protection and preservation of property, unless the termination is for default, in which case the Authorized Representative shall determine the extent of the liability of Commerce. Failure to agree with such determination shall be a dispute within the meaning of the"Disputes"clause of this Contract. Commerce may withhold from any amounts due the Contractor such sum as the Authorized Representative determines to be necessary to protect Commerce against potential loss or liability. The rights and remedies of Commerce provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Authorized Representative, the Contractor shall: 1. Stop work under the Contract on the date, and to the extent specified, in the notice; 2. Place no further orders or subgrants/subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract that is not terminated; 3. Assign to Commerce, in the manner, at the times, and to the extent directed by the Authorized Representative, all of the rights, title, and interest of the Contractor under the orders and subgrants/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 subgrants/subcontracts; 4. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Authorized Representative to the extent the Authorized Representative may require,which approval or ratification shall be final for all the purposes of this clause; 5. Transfer title to Commerce and deliver in the manner, at the times, and to the extent directed by the Authorized Representative any property which, if the Contract had been completed, would have been required to be furnished to Commerce; 6. Complete performance of such part of the work as shall not have been terminated by the Authorized Representative; and Jefferson County Page 20 20-62310-001 BR LF Grant Agreement Contract 7. Take such action as may be necessary, or as the Authorized Representative may direct, for the protection and preservation of the property related to this Contract, which is in the possession of the Contractor and in which Commerce has or may acquire an interest. 2.41. TREATMENT OF ASSETS Title to all property furnished by Commerce shall remain in Commerce. Title to all property furnished by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a direct item of cost under this Contract, shall pass to and vest in Commerce upon delivery of such property by the Contractor. Title to other property, the cost of which is reimbursable to the Contractor under this Contract, shall pass to and vest in Commerce upon (i) issuance for use of such property in the performance of this Contract, or(ii)commencement of use of such property in the performance of this Contract, or(iii) reimbursement of the cost thereof by Commerce in whole or in part,whichever first occurs. A. Any property of Commerce furnished to the Contractor shall, unless otherwise provided herein or approved by Commerce, be used only for the performance of this Contract. B. The Contractor shall be responsible for any loss or damage to property of Commerce that results from the negligence of the Contractor or which results from the failure on the part of the Contractor to maintain and administer that property in accordance with sound management practices. C. If any Commerce property is lost, destroyed or damaged, the Contractor shall immediately notify Commerce and shall take all reasonable steps to protect the property from further damage. D. The Contractor shall surrender to Commerce all property of Commerce prior to settlement upon completion, termination or cancellation of this Contract. All reference to the Contractor under this clause shall also include Contractor's employees, agents or Su bg rantees/Subcontractors. 2.42. WAIVER Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this Contract unless stated to be such in writing and signed by Authorized Representative of Commerce. Jefferson County Page 21 20-62310-001 BRLF Grant Agreement Contract Jefferson County Page 22 20-62310-001 BRLF Grant Agreement Contract ATTACHMENT I: Statement of Work, Schedule and Budget Statement of Work: Jefferson County proposes to conduct due diligence including a Phase I ESA and cultural resource study on the Port Townsend Cemetery Property, consisting of approximately 4 acres, located east of Discovery Road, and between 27"' Street and 25' Street in Port Townsend, WA to develop a robust and current understanding of subsurface conditions and the risk associated with environmental liability at the Property. The objectives of this task include compiling information on the historical operations at the Property and indicate how the project proponents will involve the community. Gathering data on the historical operations will inform the sampling effort and limit the County's potential liability. A Phase I ESA will be completed for the Property in accordance with US EPA All Appropriate Inquiries Final Rule and ASTM E1527-13(or the most current version). This task will involve conducting historical records research, review of environmental databases, interviews with former and current tenants/owners knowledgeable of historical operations on the Property, and conducting a site walk to assess current conditions. A cultural resource and archeological assessment will be completed for the Property in accordance with the National Historic Preservation Act(NHPA)(16 USC 470), specifically under Section 106 of the NHPA, to assess the potential for buried remains and/or cultural resources. This task will involve consultation with Native American tribes and the Washington State Department of Historic Preservation (DAHP); an inventory of all historic and archaeological resources within the Area of Potential Effect(APE); a review of existing information, site records from the general area, historical documents, and summaries of archaeological research about the kinds of sites that were previously found including ethnographic accounts of tribes, land records, and aerial photographs; and preparing a cultural resources study in accordance with the Washington State Standards for Cultural Resource Reporting. If practicable given current property conditions, a geotechnical study, including ground-penetrating radar survey will be completed to identify any surface structures, including graves. A preliminary site specific Community Involvement Plan has been prepared. The purpose of the Community Involvement Plan is to provide background and environmental information on the Property to the community and solicit input regarding potential redevelopment of the Property. Task and Estimated Schedule Activity Start Date Target Date Eligibility Determination 06-12-2019 06-30-2019 Decision Memorandum&Contract 06-18-2019 07-15-2019 Community Relations Plan 07-15-2019 08-15-2019 Scope of Work Activities • Prepare RFQ Specifications 06-18-2019 07-15-2019 • Competitive Procurement 07-15-2019 07-30-2019 • Consultant Selection 08-01-2019 08-15-2019 • Complete Phase I ESA&Cultural Report 08-15-2019 09-30-2019 Project Budget ESTIMATED COSTS AMOUNT Task 1: Phase I ESA and Cultural Resource & $25,000 Archeological Assessment Report(inclusive of labor, direct charges, and expenses) Total Estimated Costs $25,000 SOURCE OF FUNDS BRLF Grant $25,000 Total Funding Sources: $25,000 Jefferson County Page 23 Attachment I: Statement of Work, Schedule and Budget 20-62310-001 Jefferson County Page 24 Attachment I: Statement of Work, Schedule and Budget 20-62310-001 ATTACHMENT II: LEGAL DESCRIPTION OF PROPERTY Project Name: Jefferson County Port Townsend Cemetery Site JEFFERSON COUNTY ASSESSOR PARCEL ID#: 001034008 LEGAL DESCRIPTION: Real property in the County of Jefferson, State of Washington, described as follows: _'_-_' SECT ION 03 TOWNSHIP 30 N RANGE 01 W TAX # 008 TYPE AFF # 0000000 VOL/PAGE 0000 0000 ENLARGED BY SIZE 4.00 AC ASSOC PARCEL # S MAP LOC NW SE: CHG DATE 2/14/1989 USER SM BEG AT THE HE NE cRIAR - ADD TS ALNO E HE OF SAID ADD. 9 +' TO N LINE OF X CE E SAID N OF ^ Al � AID N 96.8� TNCE N AlN@ THE F I W -I' OF ' NOS � 6*7AND G�nVER'S ADD TO THE NW CRNR INCETEX W �9��.85' TO P"O.B. ^-_-_��--_____-_--_------___~-~_~------_-~-_--___-__---__-_--_----_-------- Jefferson County Page 25 Attachment II: Legal Description 20-62318'001 , . 1 4 Ima tn.!tr: 1 'I, I I rys 1I I'��;I I,''..t%,`', ..,,,,,$i r4i —A I d 1 '� I °4- t I 7� 1 i, - i ��'1Y ° r, Iw 'rot;;; lE 1 (I Hr, C Fif. `moi Fs p!1�"1 m f •-f _ �� '� t o 1. 7 Q p ':`' r P r )d}�� S f i., L 19saPua,l I v a ,,s I I 1 f ! 1 *�. 1 0 .c I ,n11 , >` a . c I putt Ct ' .I: ( � 11 . 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E o c ro ;� c d� � � o I I ' 1 I 4'I f, 2 ro w r' i COw w a,i . 1sulio , � I � y`, � Q��,g o � i I ,„ I E I ,'� r t , ii 1111 s3te �o N 1 1'f a 1 I I f aF k ��� [ ' , t11 4 '� I �r�Y C !t'i 7' (O O —)(1.) N ATTACHMENT III: ADMINISTRATIVE PROHIBITION AND ELGIBLE COSTS CERCLA 104(k)(4)(B) prohibits the use of Brownfields loan or sub-grant funds for all direct administrative costs, including all indirect costs under 2 CFR 200 incurred by the Contractor. Prohibited administrative costs, including salaries, benefits, contractual costs, supplies, and data processing charges, are those costs incurred for Brownfields loan or sub-grant administration and overhead costs such as: INELIGIBLE ADMINISTRATIVE COSTS: a. Direct costs for a Brownfields loan or sub-grant administration are ineligible even if the Contractor is required to carry out the activity under the Brownfields loan or sub-grant. Ineligible Brownfields loan or sub-grant administration direct costs include expenses for: (1) Preparation of applications for Brownfields loans, grants, or sub-grants; (2) Maintaining and operating financial management systems and personnel systems; and (3) Audits. b. Overhead costs by the Contractor that do not directly clean up Brownfields site contamination or comply with laws applicable to the cleanup are ineligible administrative costs. Examples of overhead costs that would be ineligible in Brownfields loans or sub-grants include expenses for: (1) Salaries, benefits and other compensation for person(s)who are not directly engaged in the cleanup of the site (e.g., marketing and human resource personnel, senior management or officers); (2) Facility costs such as depreciation, utilities, and rent on the borrower's administration offices (sometimes classified as indirect costs); and (3) Supplies and equipment not used directly for cleanup at the site. c. Indirect costs are any costs that are incurred for common or joint purposes and are ineligible under a Brownfields loan or sub-grant. Indirect costs generally originate from central governmental/organization services distributed through the central service cost allocation plan and not otherwise treated as direct costs. They benefit more than one cost objective and cannot be readily identified with a particular final cost objective(specific cleanup activity). Typical examples of indirect costs may include: general administration or central service costs performed within the Contractor's department or agency from, accounting and personnel services, depreciation or use allowances on buildings and equipment, the costs of operating and maintaining facilities, charges such as information technology support allocated to the agency, procurement/general services costs, etc. Indirect costs are normally charged to federal awards by the use of an indirect cost rate. Some agencies/organizations may have both overhead and indirect costs in which both are prohibited administrative costs. ELIGIBLE ADMINISTRATIVE COSTS: The Brownfields Law(CFDA No. 66.818) provides that the administrative cost prohibition does not apply to "programmatic costs." Eligible programmatic costs are expenses incurred for activities that are integral to achieving the purpose of the program. For example, programmatic costs such as: a. Direct costs by the Contractor for progress reporting to Commerce are eligible programmatic costs. b. VCP or State cleanup program fees associated with the cleanup. c. Costs required to purchase insurance. d. Costs incurred by the Contractor for complying with procurement provisions of 40 CFR Parts 30 and 31 are eligible programmatic costs only if the procurement contract is for services or products that are direct costs for performing the cleanup, for insurance costs, or for maintenance of institutional controls. Costs incurred for complying with procurement if the procurement contract is for services or products that are direct costs of activities specified in statutory exceptions, i.e., design and performance of a cleanup action; or monitoring a natural resource for contamination. e. Costs for performance and programmatic financial reporting required under40 CFR 30.51 and 30.52, and 40 CFR 31.40 and 31.41. Performance and financial reporting are essential programmatic tools for both the recipient and USEPA to ensure that Brownfields loans or sub-grants are carried out in accordance with statutory and regulatory requirements. f. Costs associated with enforcing institutional controls used to prevent human exposure to hazardous substances at the Brownfields site. Jefferson County Page 27 Attachment III:Administrative Costs 20-62310-001 Jefferson County Page 28 20-62310-001 ATTACHMENT IV: DISADVANTAGED BUSINESS ENTERPRISE REQUIREMENTS GENERAL COMPLIANCE,40 CFR, Part 33 The Contractor agrees to comply with the requirements of Environmental Protection Agency's Disadvantaged Business Enterprise (DBE) Program for procurement activities under this Contract, contained in 40 CFR, Part 33. MBE/WBE REPORTING,40 CFR, Part 33, Sections 33.502 and 33.503 Utilization of Small, Minority and Women's Business Enterprises(MBE/WBE) reporting is required in annual reports. Reporting is required for Contracts where there are funds budgeted for procuring construction, equipment, services and supplies, including funds budgeted under for direct procurement that exceeds the threshold amount of $150,000.00, including amendments and/or modifications. The Contractor is required to submit MBE/WBE participation reports (EPA Form 5700-52A)to Commerce, on a quarterly basis, beginning with the Federal fiscal year reporting period the Contractor receives the award and continuing until the project is completed. All procurement actions are reportable, not just that portion which exceeds $150,000.00. The current EPA Form 5700-52A can be found at the EPA Office of Small Business Program's Home Page at http://www.epa.gov/osbp/d be reporting.htm. FAIR SHARE OBJECTIVES,40 CFR, Part 33, Subpart D The following are exemptions from the fair share objective Requirements: • Grant and loan recipients receiving a total of$250,000.00 or less in EPA financial assistance in a given fiscal year. • Tribal recipients of Performance Partnership Eligible grant under 40 CFR Part 35, Subpart B. o There is a 3-year phase in period for the requirement to negotiate fair share goals for Tribal and Insular Area recipients. • Recipients of Technical Assistance Grants. The Fair Share Objectives or goals for the utilization of disadvantaged businesses negotiated with EPA by the WA Office of Minority Women Business are stated below. Construction 10% MBE 6%WBE Supplies 8% MBE 4%WBE Equipment 8% MBE 4%WBE Purchased Services 10% MBE 4%WBE By signing this Contract, the Contractor is accepting the fair share objectives/goals stated above and attests to the fact that it is purchasing the same or similar construction, supplies, services and equipment, in the same or similar relevant geographic buying market as WA Office of Minority Women Business goal is being adopted. 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 sub-recipients, loan recipients, and prime contractors also comply. Records documenting compliance with the six good faith efforts shall be retained. The six good faith efforts shall include: A. Ensure Disadvantaged Business Enterprises are made aware of contracting opportunities to the fullest extent practicable through outreach and recruitment activities. For Indian Tribal, State and Local Government recipients, this will include placing the Disadvantaged Business Enterprises on solicitation lists and soliciting them whenever they are potential sources. B. Make information on forthcoming opportunities available to Disadvantaged Business Enterprises and arrange time frames for contracts and establish delivery schedules, where the requirements permit, in a way that encourages and facilitates participation by Disadvantaged Business Enterprises in the competitive process. This includes, whenever possible, posting solicitations for bids or proposals for a minimum of thirty(30) calendar days before the bid or proposal closing date. Jefferson County Page 29 Attachment IV-DBE Requirements 20-62310-001 C. Consider in the contracting process whether firms competing for large contracts could subcontract with Disadvantaged Business Enterprises. 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 Disadvantaged Business Enterprises in the competitive process. D. Encourage contracting with a consortium of Disadvantaged Business Enterprises when a contract is too large for one of these firms to handle individually. E. Use the services and assistance of the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. F. If the prime contractor awards subcontracts, also require the prime contractor to take the five good faith efforts in paragraphs A through E above. NATIVE AMERICANS PROVISIONS,40 CFR, Section 33.304 The Contractor agrees to comply with the contract administration provisions of 40 CFR, Section 33.304. Any Contractor, whether or not Native American, is required to solicit and recruit Indian organizations and Indian-owned economic enterprises and give them preference in the award process prior to undertaking the six good faith efforts. If the efforts to solicit and recruit Indian organizations and Indian-owned economic enterprises is not successful, then the Contractor must follow the six good faith efforts. CONTRACT ADMINISTRATION PROVISIONS,40 CFR,and Section 33.302 The Contractor agrees to comply with the contract administration provisions of 40 CFR, Section 33.302. The Contractor agrees to require all general contractors to provide forms: EPA Form 6100-2 DBE Subcontractor Participation Form and EPA Form 6100-3 DBE Subcontractor Performance Form to all its Disadvantaged Business Enterprise subcontractors, engineers, vendors, and any other entity for work or services listed in the declared SCOPE OF WORK.These two(2)forms may be obtained from the EPA Office of Small Business Program's website on the internet at http://www.epa.ciov/osbp/qrants.htm. The Contractor agrees to require all general contractors to complete and submit to the Contractor and Environmental Protection Agency EPA Form 6100-4 DBE Subcontractor Utilization Form beginning with the Federal fiscal year reporting period the Contractor receives the award and continuing until the project is completed. Only procurements with certified MBE/WBEs are counted toward a Contractor's MBE/WBE accomplishments. BIDDERS LIST,40 CFR, Section 33.501(b)and (c) The Contractor is also required to create and maintain bidders list if the Contractor of the loan or grant is subject to, or chooses to follow, competitive bidding requirements. Please see 40 CFR, Section 33.501 (b)and (c)for specific requirements and exemptions. Jefferson County Page 30 Attachment IV-DBE Requirements 20-62310-001 ATTACHMENT V: CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS pA United States Ilk Environmental Protection Agency United States Environmental Protection Agency Washington,DC 20460 BROWNFIELDS REVOLVING LOAN FUND The prospective participant certifies to the best of its knowledge and belief that it and the principals: P P P P (a) Are not presentlydebarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from P P P covered transactions by any Federal department or agency; (b) Have not within a three year period preceding this proposal 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(Federal, State, or local)transaction or contract under a public transaction: violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for otherwise criminally or civilly charged by a government entity(Federal, State, or local)with commission of any of the offenses enumerated in paragraph (1)(b)of this certification; and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State, or local)terminated for cause or default. I understand that a false statement on this certification may be ground for rejection of this proposal or termination of the award. In addition, under 18 USC Sec. 1001, a false statement may result in a.fine of up to$10,000 or imprisonment for up to 5 years, or both. Printed Name&Title of Authorized Representative Signature of Authorized Representative Date I am unable to certify to the above statements. My explanation is attached. EPA Form 5700-49 (11-88) Jefferson County Page 31 Attachment V:Certification Regarding Debarment 20-62310-001 • Jefferson County Page 32 Attachment V:Certification Regarding Debarment 20-62310-001 ATTACHMENT VI: APPROVAL / DECISION MEMORANDUM STA:F o•i�nfx�,s.iV i1 'C ISM STATE•OF•WASHINGTON, DEPARTMENT•OF•COMMERCE¶ 1011•Plum•Street•SE•••PO•Box•42525•••Olympla,•Washington•98504-2525•••360-725-40001 www.com merce.wa.govj APPROVAL / DECISION MEMORANDUM DATE: July 11, 2019 TO: Jefferson County, c/o Mark McCauley,Central Services Director FROM: Tina Hochwender, Brownfields Program Manager CC: Susan Morales,U.S. Environmental Protection Agency Alan Bogner, Washington State Department of Ecology Thomas Middleton, Washington State Department of Ecology RE: Approval/Decision Memo for BRLF Grant Funds for Jefferson County, Port Townsend Cemetery Site Jefferson County is applying for$25,000 in US Environmental Protection Agency(EPA) and Washington State Department of Commerce's (Commerce) Brownfield Revolving Loan Fund(BRLF) grant funds to conduct due diligence including a Phase I Environmental Site Assessment(ESA) and cultural resource study on the Port Townsend Cemetery Site(Property)to develop a robust and current understanding of subsurface conditions and the risk associated with environmental liability at the Property. The findings will support the County's ability to make informed decisions regarding potential redevelopment of the Property to support development of low-income housing for the area. SECTION 1. SITE INFORMATION A. Location The redevelopment project consists of one (1) approximately 4 acres parcel located east of Discovery Road, and between 27th Street and 25th Street. It is located near the historic downtown commercial district near existing residential properties and the Masonic Lodge's Laurel Grove Cemetery. B. Site History Jefferson County has owned the site since May 1872 and did not cause or contribute to any contamination on the site. The heavily wooded Property has been undeveloped and vacant for close to 150 years,but continues to have a perception of contamination associated with suspected buried debris and human remains. As a vacant lot, uncontrolled access may have resulted in illegal dumping on the Property. These perceptions have inhibited the development of this Property into an asset for the community. Jefferson County Page 33 Attachment VI:Approval/Decision Memo 20-62310-001 C. Previous Investigations and Cleanup Activities There have been no known investigations or cleanup activities conducted previously on the Property. SECTION 2. RELEASE OF HAZARDOUS MATERIALS A. Confirmed Release Unknown at this time. B. Chemical of Concern—Confirmed Release Unknown at this time. C. Authorized Substance Unknown at this time. D. Threat to Public Health Unknown at this time. E. Sufficient Time Sufficient time is available to plan and select a BRLF response,implement a community relations plan and gather public input regarding the proposed redevelopment before any on-site cleanup activities may take place. SECTION 3: BRLF ACTION AUTHORIZATION A. Site Eligibility EPA accepts Commerce's determination that the Property is eligible for brownfields funds. The determination may change depending on the findings of the Phase I work or other information provided. Attached is a copy of the approved"EPA Region 10 Site Eligibility Determination"for the Property. B. Borrower Eligibility Commerce has confirmed that Jefferson County is a general purpose unit of local government within the State of Washington and is an eligible subgrantee as defined under CERCLA l04(k)(1). Commerce has confirmed that Jefferson County is the registered owner of the Property. Jefferson County qualifies for liability protections under the new BUILD ACT of 2018 which states that localities can receive EPA grants for sites acquired before 2002, even if Bona Fide Prospective Purchaser status for brownfield site ownership is not shown,as long as locality did not "cause or contribute" to a pollution release. Jefferson County has owned the site since May 1872 and did not cause or contribute to any contamination on the site. The property has been undeveloped and vacant since that time. It has taken reasonable steps/provision to--(a) stop any continuing release; (b)prevent any threatened future release;and (e)prevent or limit any human, environmental, or natural resource exposure to any previously released Jefferson County Page 34 Attachment VI:Approval/Decision Memo 20-62310-001 hazardous substance. Therefore, in accordance with CERCLA Section 104(k) and Section 107(b)(3),Jefferson County is protected from liability as a potentially responsible party. Therefore, Commerce has determined that Jefferson County is eligible to receive financial assistance from the BRLF program. C. Contribution to Brownfields Revitalization The planned activities are intended to lead to the cleanup and redevelopment of the Port Townsend Cemetery Site. The Property is currently a potential health risk and an economic missed opportunity. The Property is located near the historic downtown commercial district near existing residential properties and the Masonic Lodge's Laurel Grove Cemetery. As a vacant lot, uncontrolled access may have resulted in illegal dumping on the Property and there is a perception of contamination associated with suspected buried debris and human remains. Cleanup and redevelopment of the Port Townsend Cemetery Site is a top priority for Jefferson County. The County is in need of affordable housing facilities near the city center to support economic development of the community. Perceived environmental concerns related to the Property have limited its development potential. Uncertainty associated with environmental contamination liability will continue to limit the Property's redevelopment until sufficient assessment is complete to define the nature and extent of contamination. SECTION 4. PROPOSED PROJECT/OVERSIGHT AND COSTS A. Statement of Work Jefferson County proposes to conduct due diligence including a Phase I ESA and cultural resource study on the Property to develop a robust and current understanding of subsurface conditions and the risk associated with environmental liability at the Property. The objectives of this task include compiling information on the historical operations at the Property and indicate how the project proponents will involve the community. Gathering data on the historical operations will inform the sampling effort and limit the County's potential liability. A Phase I ESA will be completed for the Property in accordance with US EPA All Appropriate Inquiries Final Rule and ASTM E1527-13 (or the most current version). This task will involve conducting historical records research, review of environmental databases, interviews with former and current tenants/owners knowledgeable of historical operations on the Property, and conducting a site walk to assess current conditions. A cultural resource and archeological assessment will be completed for the Property in accordance with the National Historic Preservation Act(NHPA)(16 USC 470), specifically under Section 106 of the NHPA, to assess the potential for buried remains and/or cultural resources. This task will involve consultation with Native American tribes and the Washington State Department of Historic Preservation(DAHP);an inventory of all historic and archaeological resources within the Area of Potential Effect(APE); a review of existing information, site records from the general area, historical documents, and summaries of archaeological research about the kinds of sites that were previously found including ethnographic accounts of tribes, land records, and aerial photographs;and preparing a cultural resources study in accordance with the Washington State Standards for Cultural Resource Reporting. If practicable given current property conditions, a geotechnical study, Jefferson County Page 35 Attachment VI:Approval/Decision Memo 20-62310-001 including ground-penetrating radar survey will be completed to identify any surface structures,including graves. A preliminary site specific Community Involvement Plan has been prepared. The purpose of the Community Involvement Plan is to provide background and environmental information on the Property to the community and solicit input regarding potential redevelopment of the Property. B. Oversight Jefferson County will use a competitive bidding process to select a contractor to conduct the Phase I ESA and cultural resource study on the Property.All work will be conducted in partnership with WA State Department of Ecology. The principal agents are: Jefferson County: Mark McCauley,Central Services Director 1820 Jefferson Street,Port Townsend WA 98368 mmccauley@co.jefferson.wa.us (360) 385-9130 Dept. of Ecology: Thomas Middleton Toxics Cleanup Program, SW Regional Office tmid461@ecy.wa.gov (360)407-7263 C. Estimated Costs The financing for the planned activities is as follows: ESTIMATED COSTS AMOUNT Task 1:Phase I ESA and Cultural Resource&Archeological Assessment Report(inclusive of labor,direct charges,and $25,000 expenses) Total Estimated Costs $25,000 SOURCE OF FUNDS BRLF Grant $25,000 Total Funding Sources: $25,000 Jefferson County Page 36 Attachment VI:Approval/Decision Memo 20-62310-001 D. Project Schedule The planned activities, identified below, will begin in July 2019 and be complete before the end of September 2019. Activity Start Date Target Date Eligibility Determination 06-12-2019 06-30-2019 Decision Memorandum&Contract 06-18-2019 07-15-2019 Community Relations Plan 07-15-2019 08-15-2019 Scope of Work Activities • Prepare RFQ Specifications 06-18-2019 07-15-2019 • Competitive Procurement 07-15-2019 07-30-2019 • Consultant Selection 08-01-2019 08-15-2019 • Complete Phase I ESA &Cultural Report 08-15-2019 09-30-2019 SECTION 5: APPROVAL/DECISION The Jefferson County's Port Townsend Cemetery Site Project meets the requirements of CERCLA. The costs and schedule for the proposed due diligence activities are within the parameters of the BRLF program requirements. Therefore, Commerce approves the selection of the Jefferson County's Port Townsend Cemetery Site Project as an eligible project for a$25,000 BRLF grant. Commerce will utilize BRLF Program Income to provide the grant and will proceed to the next phase of the contracting process. Jima ikuvcALA,_ Signed: Tina Hochwender Brownfields Program Manager Washington State Department of Commerce Jefferson County Page 37 Attachment VI:Approval/Decision Memo 20-62310-001