HomeMy WebLinkAboutWashington State Department of Commerce - 082619Department of Commerce
Grant Agreement with
Jefferson County, WA
through
Washington State Department of Commerce
Brownfields Revolving Loan Fund (BRLF)
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: q ao 1
(insert contr ct 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@co.ieffers n.wa.us
tina. hochwendercommerce.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: ❑ NIA: ❑
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 III —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
Mark K. Bar y, Assis an Director, Local Government
Signature
kay bpei
h
Date
Print Name
APPROVED AS TO FORM ONLY
Title
11
d
Date
Luke Eaton
Assistant Attorney General
5,
Date
CLIENT INFORMATION
Legal Name:
Grant Number:
Award Year:
State Wide Vendor Number:
PROJECT INFORMATION
Project Title:
Project City:
Project State:
Project Zip Code:
CONTRACT INFORMATION
DECLARATIONS
Jefferson County
20-62310-001
2019
0002430-32
Port Townsend Cemetery Site
Port Townsend
Washington
98368
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-OOJ96301 (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-OOJ96301 (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.
ADMINITRATIVE 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 (SERA)
10
1.37.
LAWS
10
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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
AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the
11
2.6.
"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
12
2.10.
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.
RECAPTURE
18
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
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20-62310-001 BRLF Grant Agreement Contract
2.42 WAIVER
ATTACHMENT I STATEMENT OF WORK, SCHEDULE AND BUDGET
ATTACHMENT II LEGAL DESCRIPITION
ATTACHMENT III ADMINSTRATION PROHIBITION AND ELGIBLE COSTS
ATTACHMENT IV DISADVANTAGED BUSINESS ENTERPRISE REQUIREMENTS
ATTACHMENT V CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER
RESPONSIBILITY MATTERS
ATTACHMENT VI APPROVAL/ DECISION MEMORANDUM
21
23
25
27
• 29
31
33
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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 entity identified on the Contract Face Sheet performing service(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 III — 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 proiect 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
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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
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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 A19 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.
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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 I- 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.
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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
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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. RECORDI{EEPING 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
Agreement, or under any instrument referred to herein, without the prior written consent of Commerce. The
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.
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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 I- 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 shalt 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 signs) 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.
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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 1 -
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.
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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 subgrantslsubcontracts.
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.
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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 (SBRA)
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
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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.
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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 auditreviewCuD-commerce.wa.-gov.
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).
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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
any similar statute involving the 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.
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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 shalt 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,
employees, representatives, or any subgrantee/subcontractor or its employees.
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.
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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.
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 982.4010}.
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 GFR Chapter 60,
Section 3, Housing and Urban Development Act of 1968, 12 USC 1701 u (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 USG 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.
1. 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.
1. 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 43.210 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,
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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
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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
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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
subgrantslsubcontracts 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 subgrantslsubcontracts;
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
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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/S u bco n tractors.
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.
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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 Bu
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
Project Budget
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
ESTIMATED COSTS
AMOUNT
Task 1: Phase I ESA and Cultural Resource &
Archeological Assessment Report (inclusive of labor,
direct charges, and expenses)
$25,000
Total Estimated Costs
$25,000
SOURCE OF FUNDS
BRLF Grant
$25,000
Total Fundinc
$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 KU^ LEGAL DESCRIPTION OF PROPERTY
Project Name: Jefferson County Port Townsend Cemetery Site
JEFFERSON COUNTY ASSESSOR PARCELUD#: 001034008
LEGAL DESCRIPTION: Real property in the County of Jefferson, State of Washington, described as follows:
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Jefferson County Page 25 Attachment 11: Legal Description
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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 under•40 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.
MBEIWBE REPORTING, 40 CFR, Part 33, Sections 33.502 and 33.503
Utilization of Small, Minority and Women's Business Enterprises (MBEA BE) 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/dbe 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.gov/osbp/q-rants.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
,���� United States
N 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:
(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
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
L 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
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STATE -OF -WASHINGTON,
DEPARTMENT•OF•COMMERCE¶
1011 •PIum.Street•SE• PO -Box -42525• -.Olympia,• Washington -98504-2525.6-360-725-40001
www.commercema.gov�
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 1 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 25"' 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 104(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 brownfreld 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
(c) prevent or limit any human, environmental, or natural resource exposure to any previously released
Jefferson County Page 34 Attachment VI: Approval t 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 El 527-13 (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
mmccatiley@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
expenses)
$25,000
Total Estimated Costs
$25,000
SOURCE OF FUNDS
BRLF Grant
$25,000
Total Funding Sources:
$25,000
Jefferson County Page 36 Attachment VI: Approval t 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
Community Relations Plan
Scope of Work Activities
• Prepare RFQ Specifications
• Competitive Procurement
• Consultant Selection
• Complete Phase I ESA & Cultural Report
SECTION 5: APPROVAL / DECISION
06-18-2019 07-15-2019
07-15-2019 08-15-2019
06-18-2019
07-15-2019
07-15-2019
07-30-2019
08-01-2019
08-15-2019
08-15-2019
09-30-2019
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.
Signed:
Tina Hochwender
Brownfields Program Manager
Washington State Department of Commerce
Jefferson County Page 37 Attachment VL Approval / Decision Memo
20-62310-001
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
CONSENT AGENDA REQUEST
TO: Board of County Commissioners
' a- //`J
FROM: Mark McCauley, Central Se ' 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 27' 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:
P orleyCoty Admimstrator Date
CONTRACT REVIEW FORM
CONTRACT WITH: WA State Department of Commerce
(Contractor/Consultant)
CONTRACT FOR: Env. Assessment/Cult.Resource Study
TRACKING NO.:
TERM: 3-31-2020
COUNTY DEPARTMENT: Central Services
For More Information Contact: Mark McCauley
Contact Phone # 360-385-9130
RETURN TO: Mark McCauley RETURN BY: As soon as possible
(Person in Department) (Date)
AMOUNT: $25,000
Revenue
Expenditure
Matching funds Required
$25,000
$25,000
N/A
Source(s) of Matching Funds N/A
PROCESS: ❑ Exempt from Bid Process
❑ Consultant Selection Process
❑ Cooperative Purchase
❑ Competitive Sealed Bid
❑ Small Works Roster
❑ Vendor List Bid
❑ RFP or RFQ
El Other
Step 1: REVIEFeview RI
w by. fytC'
Date
❑ APPROVED FORM ❑ Returned for revision (See Comments)
Comments
Step 2: REVIEW BYMROSECIMIRG EYReview by:IN
Date Reviewed: Chief Civil Deputy Prosecuting Attorney
APPROVED AS TO FORM ❑ Returned for revision (See Comments)
Comments
Step 3: (If required) DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK
MANAGEMENT AND PROSECUTING ATTORNEY
Step 4: CONTRACTOR/CONSULTANT SIGNS APPROPRIATE NUMBER OF
ORIGINALS
Step 5: SUBMIT TO BOCC FOR APPROVAL
Submit original Contract(s), Agenda Request, and Contract Review form. Also, please send 2 copies of
just the Contract(s) (with the originals) to the BOCC Office. Place "Sign Here" markers on all places the
BOCC needs to sign.
MUST be in BOCC Office by 4:30 p.m. TUESDAY for the following Monday's agenda.
(This form to stay with contract throughout the contract review process.)
- JuIW Shannon
From: Mark McCauley
Sent: Tuesday, August 27, 2019 11:49 AM
To: Julie Shannon
Subject: FW: Kickoff Meeting Scheduling - Phase 1 Site Assessment and Cultural Resources
Project
Attachments: AAG Executed JeffCo BRLF Contract (8-15-19).pdf
RECEIVED
From: Hochwender, Tina (COM) <tina.hochwender@commerce.wa.gov>
Sent: Friday, August 16, 2019 3:26 PM DEPARTMENT OF COMMERCE
To: Mark McCauley <MMcCauley@co.jefferson.wa.us>
Cc: Middleton, Thomas (ECY) <tmid461@ECY.WA.GOV>
Subject: RE: Kickoff Meeting Scheduling - Phase 1 Site Assessment and Cultural Resources Project
CAUTION: This email originated from outside your organization. Exercise caution when opening attachments
or clicking links, especially from unknown senders.
Hi Mark.
Tom Middleton with Ecology has stated that all of those dates and times work for him currently. I have copied him on
this email.
For me, the 191h 25th and 26th work best, but I could also make the other dates work if needed.
Also, our AAG has signed the contract and it's attached. Please print two copies, sign both copies, and mail both
originals to my attention. Then I will route them for Commerce's signature. Once fully executed I'll mail you an original
for your records.
It's official now! O .�
Thanks, -Tina �t
Tina Hochwender
Brownfield Revolving Loan Fund Program Manager & Section Supervisor
Brownfielus / Drect Appropriations / state Surplus Section
Community Assistance & Research Unit, Local Government Division
360.725.3087 i tina.hochwender0commerce.wa.gov { ` to 1 � V�-�_
Office Hours: Monda ursd
y - , ay lam to 5:30pm
Washington State Department'of 064nmerce
1011 Plum Street SE / PO Borg 42525,: Olympia, WA 98504-2525
www.commerce.wa.gov R j�
Follow us @WAStateCommerce f\ 1U�
Learn why you should Choose Washington
From: Mark McCauley <MMcCaulev@co.iefferson.wa.us>
Sent: Friday, August 16, 2019 8:26 AM
�a�u�,