HomeMy WebLinkAboutC-Pacer Program JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
CONSENT AGENDA
TO: Board of County Commissioners
Mark McCauley,County Administrator
FROM: Brent A. Butler,Chief Strategic Officer
DATE: September 23,2024
SUBJECT: Approval of Federal Interagency Agreement between the Washington State Department
of Ecology and Jefferson County through the U. S.Department of Energy's(DOE) Energy
Efficiency and Electrification Program for an economic incentive program known as
"Encourage energy efficiency for local industry w/new C-Pacer program"
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STATEMENT OF ISSUE:
In the Strategic Plan (SP),Jefferson County identifies "Economic Vitality" as one of the six strategic priorities
and specifically lists the performance metric to: "Complete 50 sewer connections by the end of 2025". .
Progress toward making 50 connections is accelerated by expanding financing opportunities for commercial
property owners since 45%of the phase one sewer boundary is within the Commercial Urban Growth Area
(UGA) zoning district, as set forth below in Table 1.
TABLE 1: Port Hadlock Urban Growth Area
Phase 1 Sewer Area
ZONE
Zoning Description ACRES PERCENT
UGA-C - Urban Growth Area - Urban Commercial 121.7 45%
UGA-HDR - Urban Growth Area - High Density Residential 13-18 38.5 14%
UGA-LDR - Urban Growth Area - Low Density Residential 4-6 24.1 9%
UGA-LI - Urban Growth Area - Urban Light Industrial 19.0 7%
UGA-MDR - Urban Growth Area - Moderate Density Residential 7-12 35.8 13%
UGA-P - Urban Growth Area — Public 33.6 12%
Total 272.7 100%
Under the C-PACER program as codified in RCW 36.165.005, commercial includes middle housing
consisting of five or more units. As envisioned by the C-PACER program, commercial property owners
within this zone would benefit from longer amortization for qualified improvements.
ANALYSIS:
The C-PACER program implements the SP insofar as it expressly provides fiscal resources so commercial
building owners can update and upgrade their structures, and thereby enhance the likelihood that they are
retrofitted with the advanced technologies necessary for businesses to compete and for multifamily housing
projects to obtain additional financing options.
Adopted by Ordinance 04-1009-23, the Commercial Property Assessed Clean Energy Resilience grant
provides a structure for owners of existing or newly designed agricultural, commercial, and multi-family
residential properties to obtain low-cost, long-term, financing for energy and resiliency projects in exchange
for generating community benefits that may reduce greenhouse gases, increase flood and earthquake
resiliency, among other improvements. As such, the grant advances the greenhouse gas emission and climate
change objectives outlined in Exhibit 5-6, the Environment Action Plan, which appears on page 5-19 of the
Comprehensive Plan.
FISCAL IMPACT:
The grant is for$110,000 of which $100,000 shall be for a consultant to carry out the listed activities. The
Chief Strategy Officer will draft and publish the request for proposals, and these costs are recoverable as one
of the associated grant costs as more fully set forth in Exhibit A. The award includes administrative costs
equal to $10,000 but no greater than 10%of the grant award for the purpose of reimbursing staff costs such
as the Chief Strategic Officer's project management, grant administration costs, and other associated grant
specific activities.
RECOMMENDATION:
Staff recommends the Board approve Contract Number 24-51701-005 as set forth in Exhibit A, and authorize
the Chief Strategy Officer to sign the contract on behalf of Jefferson County.
REVIEWED BY:
Mark McCauley, Vounty Administrator Dat
CONTRACT REVIEW FORM Clear Form
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: Department of Commerce(Federal Interagency) Contract No: 24-51701-005
Contract For: Encourage energy efficiency for local industry w/new C-Pacer program Term: 8/26/2024 to 12/30/2025
COUNTY DEPARTMENT: Department of Community Development
Contact Person: Brent A.Butler,Chief Strategy Officer
Contact Phone: 1360.379.4493
Contact email: bbutler@co.jefferson.wa.us
AMOUNT: $110,000 PROCESS: Exempt from Bid Process
Revenue: 110000 Cooperative Purchase
Expenditure: 11o,000 Competitive Sealed Bid
Matching Funds Required: o Small Works Roster
Sources(s) of Matching Funds Vendor List Bid
Fund # RFP or RFQ
Munis Org/Obj Other: Climate Action Committee is a partner
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES COMPLIANCE WITH JCC 3.55.080 AND CHAPTER 42.23 RCW.
CERTIFIED: ❑ N/A:❑■ _ Il Zz2q _
ignatu a Date
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL
AGENCY. / C
CERTIFIED: ❑ N/A:
Sig ture Date
STEP 3: RISK MANAGEMENT REVIEW (will be added electronically through Laserfiche):
Electronically approved by Risk Management on 9/19/2024.
State/Federal Agreement - cannot change.
STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 9/19/2024.
State lanugage -- cannot change. Thank you for adding the PAO
signnature block.
STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIRED).
STEP 6: CONTRACTOR SIGNS
STEP 7: SUBMIT TO BOCC FOR APPROVAL
1
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Federal Interagency Agreement with
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Contract Number:
24-51701 -005
For
Encourage energy efficiency for local industry w/new C-Pacer program
Dated: Monday, August 26, 2024
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Table of Contents
TABLEOF CONTENTS..............................................................................................................................................2
FACESHEET............................................................................................................................................................3
SPECIAL TERMS AND CONDITIONS.........................................................................................................................4
1. AUTHORITY .....................................................................................................................................................4
2. ACKNOWLEDGEMENT OF FEDERAL FUNDING.................................................................................................4
3. CONTRACT MANAGEMENT.............................................................................................................................4
4. COMPENSATION .............................................................................................................................................4
5. SUBCONTRACTOR DATA COLLECTION.............................................................................................................4
6. INDIRECT COSTS..............................................................................................................................................4
7. BILLING PROCEDURES AND PAYMENT............................................................................................................5
8. AUDIT..............................................................................................................................................................5
9. FRAUD AND OTHER LOSS REPORTING.............................................................................................................5
11. INSURANCE.....................................................................................................................................................7
12. ORDER OF PRECEDENCE..................................................................................................................................7
GENERAL TERMS AND CONDITIONS.......................................................................................................................8
1. DEFINITIONS....................................................................................................................................................8
2. ALL WRITINGS CONTAINED HEREIN.................................................................................................................9
3. AMENDMENTS................................................................................................................................................9
4. ASSIGNMENT...................................................................................................................................................9
5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION...........................................................................9
6. COPYRIGHT......................................................................................................................................................9
7. DISPUTES.......................................................................................................................................................10
8. GOVERNING LAW AND VENUE......................................................................................................................10
9. INDEMNIFICATION........................................................................................................................................10
10. LICENSING,ACCREDITATION AND REGISTRATION ........................................................................................10
11. RECAPTURE...................................................................................................................................................10
12. RECORDS MAINTENANCE..............................................................................................................................10
13. SAVINGS........................................................................................................................................................11
14. SEVERABILITY................................................................................................................................................11
15. SUBCONTRACTING........................................................................................................................................11
16. SURVIVAL......................................................................................................................................................11
17. TERMINATION FOR CAUSE............................................................................................................................11
18. TERMINATION FOR CONVENIENCE...............................................................................................................12
19. TERMINATION PROCEDURES ........................................................................................................................12
20. TREATMENT OF ASSETS.................................................................................................................................13
21. WAIVER.........................................................................................................................................................13
ATTACHMENT A:SCOPE OF WORK.......................................................................................................................14
ATTACHMENT8: BUDGET....................................................................................................................................14
ATTACHMENT C: REPORTING...............................................................................................................................14
Page 2 of 16
����1 �►ttuttrr�•t
Face Sheet
Research & Development: ❑ Yes ® No Contract Number: 24-51701-005
Energy Division, Clean Buildings, Energy Efficiency & Electrification ®Subrecipient
Energy Efficiency and Conservation Block Grant ❑Contractor
1. Contractor 2. Contractor Doing Business As (as applicable)
Jefferson County N/A
1820 Jefferson Street
Port Townsend, WA 98368
3. Contractor Representative 4. COMMERCE Representative
Brent A. Butler Kristen Kalbrener P.O. Box 42525
Chief Strategy Officer Program Manager 98504-2525
360-379-4493 (360)515-8112 1011 Plum Street SE
bbutler@co.jefferson.wa.us Kristen.kalbrener@commerce.wa.gov Olympia, WA 98501
5. Contract Amount 6. Funding Source 7. Start Date j 8. End Date
$110,000 Federal: ® State: ❑ Other: ❑ N/A: ❑ 8/26/24/2024 12/30/2025
9. Federal Funds (as applicable) Federal Agency: ALN Indirect Rate
$110,000 U.S Dept. of Energy 81.128 N/A
10.Tax ID0 11. SWV# 12. UB1# 13. UE1#
91-6001322 0002-130-15 161-001-169 FGN7DDMJA7H7
14.Contract Purpose
Jefferson County plans to encourage energy efficiency for local industry with a new C-Pacer program. Cost date same as
on Award Letter of May 23, 2024.
COMMERCE, defined as the Department of Commerce, and the Contractor, as defined above, acknowledge and accept
the terms of this Contract and Attachments and have executed this Contract on the date below and warrant they are
authorized to bind their respective agencies. The rights and obligations of both parties to this Contract are governed by this
Contract and the following other documents incorporated by reference: Contractor Terms and Conditions including
Attachment"A"— Scope of Work, Attachment°B"— Budget, Attachment"C"— Reporting
FOR CONTRACTOR FOR COMMERCE
Brent A. Butler, Chief Strategy Officer Michael Furze, Assistant Director, Energy Division
Date Approved as to form only Date
ZDepy P o uting Attorney
APPROVED AS TO FORM ONLY
09/19/2024 BY ASSISTANT ATTORNEY GENERAL
Melissa Pleimann Date APPROVAL ON FILE
Page 3 of 16
Special Terms and Conditions
1. AUTHORITY
COMMERCE and Grantee enter into this Contract pursuant to the authority granted by the Interlocal
Cooperation Act, Chapter 39.34 RCW.
2. ACKNOWLEDGEMENT OF FEDERAL FUNDING
Federal Award Date: 10/1/2023
Federal Award Identification Number(FAIN): DE-SE0000236
Federal Awarding Agency: U.S. Department of Energy, State and Community Programs
Total amount of federal funds obligated to this Subrecipient for this program: $110,000
Total amount of federal funds obligated to this Subrecipient for all programs: $110,000
Awarding official: Michael Fong, Director(360) 725-4021
Unless otherwise specifically authorized herein, the budget period start and end dates shall be the
same as the start and end dates on the Face Sheet.
The Grantee agrees that any publications (written, visual, or sound) but excluding press releases,
newsletters, and issue analyses, issued by the Grantee describing programs or projects funded in
whole or in part with federal funds under this Contract, shall contain the following statements:
"This project was supported by Grant No. DE-SE0000236 awarded by U.S. Department of Energy,
State and Community Programs. Points of view in this document are those of the author and do
not necessarily represent the official position or policies of the U.S. Department of Energy, State
and Community Programs. Grant funds are administered by the Clean Buildings Program,
Washington State Department of Commerce."
3. CONTRACT MANAGEMENT
The Representative for each of the parties shall be responsible for and shall be the contact person
for all communications and billings regarding the performance of this Contract.
The Representative for COMMERCE and their contact information are identified on the Face Sheet
of this Contract.
The Representative for the Contractor and their contact information are identified on the Face Sheet
of this Contract.
4. COMPENSATION
COMMERCE shall pay an amount not to exceed$110,000 for the performance of all things necessary
for or incidental to the performance of work as set forth in the Scope of Work. Contractor's
compensation for services rendered shall be based on the following rates or in accordance with the
terms of Attachment A, Scope of Work
5. SUBCONTRACTOR DATA COLLECTION
Contractor will submit reports, in a form and format to be provided by Commerce and at intervals as
agreed by the parties, regarding work 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.
6. INDIRECT COSTS
Contractor shall provide their indirect cost rate that has been negotiated between their entity and the
federal government. If no such rate exists a de minimis indirect cost rate of up to 10% of Modified
Page 4 of 16
Total Direct Costs (MTDC) may be used.
7. BILLING PROCEDURES AND PAYMENT
COMMERCE will pay Contractor upon acceptance of services provided and receipt of properly
completed invoices, which shall be submitted to the Representative for COMMERCE via the
Commerce Contracts Management System.
If required, the attachments to the invoice request in the Commerce Contracts Management System
shall describe and document, to COMMERCE's satisfaction, a description of the work performed, the
progress of the project, and fees.
The invoice shall include the Contract Number 24-51701-005 . If expenses are invoiced, provide a
detailed breakdown of each type. A receipt must accompany any single expenses in the amount of
$50.00 or more in order to receive reimbursement.
Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after
receipt of properly completed invoices. Payment shall be sent to the address designated by the
Contractor.
COMMERCE may, in its sole discretion, terminate the 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.
If funds are available, COMMERCE may be able to amend and increase total funds based on realized
expenditures to complete the project.
No payments in advance or in anticipation of services or supplies to be provided under this Agreement
shall be made by COMMERCE.
Invoices and End of Fiscal Year
Invoices are due on the 20th of the month following the provision of services.
Final invoices for a state fiscal year may be due sooner than the 20th and Commerce will provide
notification of the end of fiscal year due date.
The Contractor must invoice for all expenses from the beginning of the contract through June 30,
regardless of the contract start and end date.
Duplication of Billed Costs
The Contractor shall not bill COMMERCE for services performed under this Agreement, and
COMMERCE shall not pay the Contractor, if the Contractor is entitled to payment or has been or will
be paid by any other source, including grants, for that service.
Disallowed Costs
The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its subcontractors.
COMMERCE may, in its sole discretion, withhold ten percent (10%) from each payment until
acceptance by COMMERCE of the final report(or completion of the project, etc.).
8. AUDIT
If the Grantee expends $750,000 or more in federal awards as a Subrecipient from any and all
sources in a fiscal year, the Grantee shall procure and pay for a single audit or a program-specific
audit for that fiscal year in accordance with 2 CFR 200 Subpart F. In accordance with 2 CFR
Page 5 of 16
200.501(h), for-profit Subrecipients expending $750,000 or more in federal awards in a fiscal year
are also required to procure and pay for a single audit or program-specific audit for that fiscal year.
Upon completion of each audit Grantee shall send all audit documentation to the Federal Audit
Clearinghouse.
If the Grantee expends less than $750,000 in federal awards as a Subrecipient from any and all
sources in a fiscal year the Grantee shall notify COMMERCE they did not meet the audit requirement
threshold within 30 calendar days of the end of that fiscal year.
9. FRAUD AND OTHER LOSS REPORTING
Contractor shall report in writing all known or suspected fraud or other loss of any funds or other
property furnished under this Contract immediately or as soon as practicable to the Commerce
Representative identified on the Face Sheet.
10. DEBARMENT
A. Grantee, defined as the primary participant and it principals, certifies by signing these
General Terms and Conditions that to the best of its knowledge and belief that they.
i. Are not presently debarred, suspended, proposed for debarment, declared ineligible,
or voluntarily excluded from covered transactions by any Federal department or
agency.
ii. Have not within a three-year period preceding this Grant, been convicted of or had a
civil judgment rendered against them for commission of fraud or a criminal offense
in connection with obtaining, attempting to obtain, or performing a public or private
agreement or transaction, violation of Federal or State antitrust statutes or
commission of embezzlement, theft, forgery, bribery, falsification or destruction of
records, making false statements, tax evasion, receiving stolen property, making
false claims, or obstruction of justice,
iii. Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (Federal, State, or local)with commission of any of the offenses
enumerated in paragraph (1)(b) of federal Executive Order 12549, and
iv. Have not within a three-year period preceding the signing of this Grant had one or
more public transactions (Federal, State, or local) terminated for cause of default.
B. Where the Grantee is unable to certify to any of the statements in this Grant, the Grantee
shall attach an explanation to this Grant.
C. The Grantee agrees by signing this Grant that it shall not knowingly enter into any lower tier
covered transaction with a person who is debarred, suspended, declared ineligible, or
voluntarily excluded from participation in this covered transaction, unless authorized by
COMMERCE.
D. The Grantee further agrees by signing this Grant that it will include the clause titled
"Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower
Tier Covered Transaction," as follows, without modification, in all lower tier covered
transactions and in all solicitations for lower tier covered transactions:
LOWER TIER COVERED TRANSACTIONS
i. The lower tier Grantee certifies, by signing this Grant that neither it nor its principals
is presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participation in this transaction by any Federal
department or agency.
ii. Where the lower tier Grantee is unable to certify to any of the statements in this
Grant, such contractor shall attach an explanation to this Grant.
E. The terms covered transaction, debarred, suspended, ineligible, lower tier covered
transaction, person, primary covered transaction, principal, and voluntarily excluded,
as used in this section, have the meanings set out in the Definitions and Coverage sections
Page 6 of 16
1 unin14�rce
of the rules implementing Executive Order 12549. Grantee may contact COMMERCE for
assistance in obtaining a copy of these regulations.
11. INSURANCE
Each party certifies that it is self-insured under the State's or local government self-insurance liability
program, and shall be responsible for losses for which it is found liable.
12. ORDER OF PRECEDENCE
In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving
precedence in the following order:
• Applicable federal and state of Washington statutes and regulations
• Special Terms and Conditions
• General Terms and Conditions
• Attachment A—Scope of Work
• Attachment B — Budget
• Attachment C— Reporting
Page 7 of 16
General Terms and Conditions
1. DEFINITIONS
As used throughout this Contract, the following terms shall have the meaning set forth below:
A. "Authorized Representative" shall mean the Director and/or the designee authorized in
writing to act on the Director's behalf.
B. "COMMERCE" shall mean the Washington Department of Commerce.
C. "Contract" or "Agreement" or "Grant" means the entire written agreement between
COMMERCE and the Contractor, including any Exhibits, documents, or materials
incorporated by reference and may constitute a Subaward if so designated. Electronic
transmission of a signed copy of a Contract shall be the same as delivery of an original.
D. "Contractor' or "Grantee" shall mean the entity identified on the face sheet performing
service(s) under this Agreement, and shall include all employees and agents thereof.
E. "Modified Total Direct Costs" (MTDC) shall mean all direct salaries and wages, applicable
fringe benefits, materials and supplies, services, travel, and up to the first$25,000 of each
subaward (regardless of the period of performance of the subawards under the award).
MTDC excludes equipment, capital expenditures, charges for patient care, rental costs,
tuition remission, scholarships and fellowships, participant support costs and the portion
of each subaward in excess of$25,000.
F. "Personal Information" shall mean information identifiable to any person, including, but not
limited to, information that relates to a person's name, health, finances, education,
business, use or receipt of governmental services or other activities, addresses, telephone
numbers, social security numbers, driver license numbers, other identifying numbers, and
any financial identifiers, and "Protected Health Information" under the federal Health
Insurance Portability and Accountability Act of 1996 (HIPAA).
G. "State" shall mean the state of Washington.
H. "Subaward" shall mean an award provided by a pass-through entity to a Subrecipient for
the Subrecipient to carry out part of a Federal award received by the pass-through entity.
It does not include payments to a contractor or payments to an individual that is a
beneficiary of a Federal program. A Subaward may be provided through any form of legal
agreement, including an agreement that the pass-through entity considers a Contract.
I. "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.
J. "Subrecipient" or "Subgrantee" shall mean a non-Federal entity that receives
a Subaward from a pass-through entity to carry out part of a Federal program, but does
not include an individual that is a beneficiary of such program. A Subrecipient may also be
a recipient of other Federal awards directly from a Federal awarding agency.
Page 8 of 16
2. ALL WRITINGS CONTAINED HEREIN
This Contract contains all the terms and conditions agreed upon by the parties. No other
understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to
exist or to bind any of the parties hereto.
3. AMENDMENTS
This Contract may be amended by mutual agreement of the parties. Such amendments shall not be
binding unless they are in writing and signed by personnel authorized to bind each of the parties.
4. ASSIGNMENT
Neither this Contract, work thereunder, nor any claim arising under this Contract, shall be transferred
or assigned by the Contractor without prior written consent of COMMERCE.
5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION
A. "Confidential Information" as used in this section includes:
i. All material provided to the Contractor by COMMERCE that is designated as
"confidential" by COMMERCE,
H. All material produced by the Contractor that is designated as "confidential" by
COMMERCE, and
W. All Personal Information in the possession of the Contractor that may not be disclosed
under state or federal law.
B. The Contractor shall comply with all state and federal laws related to the use, sharing,
transfer, sale, or disclosure of Confidential Information. The Contractor shall use Confidential
Information solely for the purposes of this Contract and shall not use, share, transfer, sell or
disclose any Confidential Information to any third party except with the prior written consent
of COMMERCE or as may be required by law. The Contractor shall take all necessary steps
to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing,
transfer, sale or disclosure of Confidential Information 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.
6. COPYRIGHT
Unless otherwise provided, all Materials produced under this Contract shall be considered "works for
hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall
be considered the author of such Materials. In the event the Materials are not considered "works for
hire" under the U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and
interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to
COMMERCE effective from the moment of creation of such Materials.
"Materials" means all items in any format and includes, but is not limited to, data, reports, documents,
pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes,
Page 9 of 16
VVIt ,Ofill
and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability
to transfer these rights.
For Materials that are delivered under the Contract, but that incorporate pre-existing materials not
produced under the Contract, the Contractor hereby grants to COMMERCE a nonexclusive, royalty-
free, irrevocable license(with rights to sublicense to others) in such Materials to translate, reproduce,
distribute, prepare derivative works, publicly perform, and publicly display. The Contractor warrants
and represents that the Contractor has all rights and permissions, including intellectual property rights,
moral rights and rights of publicity, necessary to grant such a license to COMMERCE.
The Contractor shall exert all reasonable effort to advise COMMERCE, at the time of delivery of
Materials furnished under this Contract, of all known or potential invasions of privacy contained therein
and of any portion of such document which was not produced in the performance of this Contract.
The Contractor shall provide COMMERCE with prompt written notice of each notice or claim of
infringement received by the Contractor with respect to any Materials delivered under this Contract.
COMMERCE shall have the right to modify or remove any restrictive markings placed upon the
Materials by the Contractor.
7. DISPUTES
In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in
the following manner: Each party to this Agreement shall appoint one member to the Dispute Board.
The members so appointed shall jointly appoint an additional member to the Dispute Board. The
Dispute Board shall review the facts, Agreement terms and applicable statutes and rules and make a
determination of the dispute. The Dispute Board shall thereafter decide the dispute with the majority
prevailing. The determination of the Dispute Board shall be final and binding on the parties hereto. As
an alternative to this process, either of the parties may request intervention by the Governor, as
provided by RCW 43.17.330, in which event the Governor's process will control.
8. GOVERNING LAW AND VENUE
This Contract shall be construed and interpreted in accordance with the laws of the state of
Washington, and the venue of any action brought hereunder shall be in the Superior Court for
Thurston County.
9. INDEMNIFICATION
Each party shall be solely responsible for the acts of its employees, officers, and agents.
10. LICENSING, ACCREDITATION AND REGISTRATION
The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and
registration requirements or standards necessary for the performance of this Contract.
11. RECAPTURE
In the event that the Contractor fails to perform this Contract in accordance with state laws, federal
laws, and/or the provisions of this Contract, COMMERCE reserves the right to recapture funds in an
amount to compensate COMMERCE for the noncompliance in addition to any other remedies
available at law or in equity.
Repayment by the Contractor of funds under this recapture provision shall occur within the time period
specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments
due under this Contract.
12. RECORDS MAINTENANCE
The Contractor shall maintain books, records, documents, data and other evidence relating to this
contract and performance of the services described herein, including but not limited to accounting
procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature
expended in the performance of this contract.
Page 10 of 16
The Contractor shall retain such records for a period of six years following the date of final payment.
At no additional cost, these records, including materials generated under the contract, shall be subject
at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by
COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law,
regulation or agreement.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the records
shall be retained until all litigation, claims, or audit findings involving the records have been resolved.
13. SAVINGS
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way
after the effective date of this Contract and prior to normal completion, COMMERCE may suspend or
terminate the Contract under the "Termination for Convenience" clause, without the ten calendar day
notice requirement. In lieu of termination, the Contract may be amended to reflect the new funding
limitations and conditions.
14. SEVERABILITY
The provisions of this contract are intended to be severable. If any term or provision is illegal or invalid
for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of
the contract.
15. SUBCONTRACTING
The Contractor may only subcontract work contemplated under this Contract if it obtains the prior
written approval of COMMERCE.
If COMMERCE approves subcontracting, the Contractor shall maintain written procedures related to
subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause,
COMMERCE in writing may: (a) require the Contractor to amend its subcontracting procedures as
they relate to this Contract. (b) prohibit the Contractor from subcontracting with a particular person or
entity, or(c) require the Contractor to rescind or amend a subcontract.
Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The
Contractor is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term
or condition of this Contract. The Contractor shall appropriately monitor the activities of the
Subcontractor to assure fiscal conditions of this Contract. In no event shall the existence of a
subcontract operate to release or reduce the liability of the Contractor to COMMERCE for any breach
in the performance of the Contractor's duties.
Every subcontract shall include a term that COMMERCE and the State of Washington are not liable
for claims or damages arising from a Subcontractor's performance of the subcontract.
16. SURVIVAL
The terms, conditions, and warranties contained in this Contract that by their sense and context are
intended to survive the completion of the performance, cancellation or termination of this Contract
shall so survive.
17. TERMINATION FOR CAUSE
In the event COMMERCE determines the Contractor has failed to comply with the conditions of this
contract in a timely manner, COMMERCE has the right to suspend or terminate this contract. Before
suspending or terminating the contract, COMMERCE shall notify the Contractor in writing of the need
to take corrective action. If corrective action is not taken within 30 calendar days, the contract may be
terminated or suspended.
In the event of termination or suspension, the Contractor shall be liable for damages as authorized
by law including, but not limited to, any cost difference between the original contract and the
replacement or cover contract and all administrative costs directly related to the replacement contract,
e.g., cost of the competitive bidding, mailing, advertising and staff time.
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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.
18. TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Contract, COMMERCE may, by ten (10) business days' written
notice, beginning on the second day after the mailing, terminate this Contract, in whole or in part. If
this Contract is so terminated, COMMERCE shall be liable only for payment required under the terms
of this Contract for services rendered or goods delivered prior to the effective date of termination.
19. TERMINATION PROCEDURES
Upon termination of this contract, COMMERCE, in addition to any other rights provided in this
contract, may require the Contractor to deliver to COMMERCE any property specifically produced or
acquired for the performance of such part of this contract as has been terminated. The provisions of
the "Treatment of Assets"clause shall apply in such property transfer.
COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed
work and services accepted by COMMERCE, and the amount agreed upon by the Contractor and
COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially
completed work and services, (iii) other property or services that are accepted by COMMERCE, and
(iv)the protection and preservation of property, unless the termination is for default, in which case the
Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree
with such determination shall be a dispute within the meaning of the"Disputes"clause of this contract.
COMMERCE may withhold from any amounts due the Contractor such sum as the Authorized
Representative determines to be necessary to protect COMMERCE against potential loss or liability.
The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this contract.
After receipt of a notice of termination, and except as otherwise directed by the Authorized
Representative, the Contractor shall:
A. Stop work under the contract on the date, and to the extent specified, in the notice;
B. Place no further orders or subcontracts for materials, services, or facilities except as may
be necessary for completion of such portion of the work under the contract that is not
terminated,
C. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the
Authorized Representative, all of the rights, title, and interest of the Contractor under the
orders and subcontracts so terminated, in which case COMMERCE has the right, at its
discretion, to settle or pay any or all claims arising out of the termination of such orders
and subcontracts,
D. Settle all outstanding liabilities and all claims arising out of such termination of orders and
subcontracts, with the approval or ratification of the Authorized Representative to the
extent the Authorized Representative may require, which approval or ratification shall be
final for all the purposes of this clause;
E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent
directed by the Authorized Representative any property which, if the contract had been
completed, would have been required to be furnished to COMMERCE,
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F. Complete performance of such part of the work as shall not have been terminated by the
Authorized Representative; and
G. Take such action as may be necessary, or as the Authorized Representative may direct,
for the protection and preservation of the property related to this contract, which is in the
possession of the Contractor and in which COMMERCE has or may acquire an interest.
20. TREATMENT OF ASSETS
Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property
furnished by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a
direct item of cost under this contract, shall pass to and vest in COMMERCE upon delivery of such
property by the Contractor. Title to other property, the cost of which is reimbursable to the Contractor
under this contract, shall pass to and vest in COMMERCE upon (i) issuance for use of such property
in the performance of this contract, or(ii) commencement of use of such property in the performance
of this contract, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in part,
whichever first occurs.
A. Any property of COMMERCE furnished to the Contractor shall, unless otherwise provided
herein or approved by COMMERCE, be used only for the performance of this contract.
B. The Contractor shall be responsible for any loss or damage to property of COMMERCE
that results from the negligence of the Contractor or which results from the failure on the
part of the Contractor to maintain and administer that property in accordance with sound
management practices.
C. If any COMMERCE property is lost, destroyed or damaged, the Contractor shall
immediately notify COMMERCE and shall take all reasonable steps to protect the property
from further damage.
D. The Contractor shall surrender to COMMERCE all property of COMMERCE prior to
settlement upon completion, termination or cancellation of this contract.
E. All reference to the Contractor under this clause shall also include Contractor's employees,
agents or Subcontractors.
21. WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or
breach. Any waiver shall not be construed to be a modification of the terms of this Contract unless
stated to be such in writing and signed by Authorized Representative of COMMERCE.
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Attachment A: Scope of Work
The scope of this grant will enable the reduce greenhouse gases with a special focus on structures owned
by municipalities, special purpose districts, commerce, listed within historic districts that not only attract
people to the region from the wider area but also ensure that tourism remains a vibrant part of the local
economy or critical businesses for low-income households. The proposed planning project will be completed
within 15 months and a description of the project including its goals and benefits include:
TASK A -(Request for Proposals (RFP))—Two Months after award
Energy Auditor selection—The first step in the process requires the retention of a qualified expert who
can review and audit commercial buildings.
1. Draft an RFP, an administrative task, whose drafting will be done by the Chief Strategy
Officer with support by the Climate Action Committee.
2. Publish the RFP in the newspaper of record and elsewhere.
3. Set up an interview panel and conduct interviews.
4. Offer the consultant a limited purpose professional services agreement (PSA).
5. Obtain the Board of County Commissioner approval of the PSA
6. Schedule a kickoff meeting with Climate Action Committee staff
In our preparation to apply for this grant, we realized that the county's auditors were primarily skilled
in the residential sector and that we would need someone with commercial energy auditing skills
consistent with the Blueprint 2a,
TASK B -(Community Selection & Engagement)— Four Months after award
Supported by the Chief Strategy Officer, or consultant hired above in step one, the Climate Action
Committee (CAC) will:
1. Identify a list of core structures(1)may provide a haven from climate change, (2)contribute
to the historic inventory, (3) contribute to local jobs accessible to lower income
communities.
2. Create and publish an application to the City/County's website that lists priority areas for
consideration.
3. Conduct outreach to targeted commercial property owners upon the conclusion of the
publication.
4. Rank and score applications.
5. Provide notice of selection
TASK C -(Auditing, Support and Deliverables)— Nine Months after award
1. Schedule auditing of building selected
2. Deliverable 1 - Support those selected with information about potential implementation
grants.
3. Deliverable 2— Provide community members with information about havens—where to go
in the event of wildfire smoke? Where to go in the event of excess heat?
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Attachment B: Budget
EECBG Project Budget— 2 years
Project Costs must be:
• Directly related to project Scope of Work.
• Incurred during the budget period.
• Not also billed to any other source.
Resource: Code of Federal Regulations: eCFR 2 CFR Part 200 Subpart E -- Cost Principles
Grant Amount: $110,000
Commerce contract# 24-51701-005
Fund Source: U.S. Department of Energy
Pass-through Entity: WA State Dept. of Commerce
De Minimis Indirect Rate: 10% unless recipient organization has established its own rate
ALN: 81.128 FAIN: DE-SE0000236
Project Total cost:
DESCRIPTION DELIVERABLES COST
Professional services(w/brief description): PAID INVOICE/S $100,000.00
Type, billable hours, rate
TOTAL PROFESSIONAL SERVICES $100,000.00
Materials/Supplies(brief description): PAID INVOICES 0.00
Equipment, office supplies, printed brochures etc
Internal administration(w/brief description): TIMESHEETS, $10,000.00
Staff time and expense: #persons, labor hours, avg.wage rate incl. DOCUMENTATION OF
fringe WAGES
TOTAL ADMINISTRATIVE SERVICES $10,000.00
TOTAL GRANT AMOUNT $110,000.00
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Attachment C: Quarterly Reporting
Quarterly reports are due to Commerce October 15, January 15, April 15, and July 15.
Grantee will report:
• Progress to completion of planned project
• Status of Energy plan development
• Title of any energy plan-related policies developed
• Brief description of community engagement in plan
• If applicable, any public education plan developed
• Expected date and amount of next A19/warrant to be submitted for reimbursement
• Number of Investment Grade Audits performed
• Square Footage of each IGA performed
• Number of building all types of energy audits performed
• Square footage of each energy audit performed
• Number of commercial audits vs. public building
• If applicable, number of audits for disadvantaged communities, for tribal communities
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