Dept. of Commerce - Rooftop Solar Agrmt.0 0 Department of Commerce
Innovation is in our nature.
Interagency Agreement with
For
City of Edmonds
through
State Energy Program - Rooftop Solar Challenge
The Rooftop Solar Challenge is a project to standardize permitting,
zoning and interconnection for rooftop solar.
Start date: May 1, 2012
Washington State Department of Commerce
www.COMMERCE.wa.gov
FACE SHEET
Agreement Number: F12-52117-005
Washington State Department of Commerce
Energy Policy Division
State Energy Office
Rooftop Solar Challenge
1. Subcontractor
2. Subcontractor Doing Business As (optional)
City of Edmonds
121 5th Avenue North
Edmonds, WA 98020
425-775-2525
3. Subcontractor Representative 4. COMMERCE Representative
Rob Cbave, Planning Manager Tim Stearns 2001 Sixth Avenue,
Acting Development Services Director Senior Energy Policy Suite 2600
(425) 771-0220 Specialist Seattle, Washington
Rob Chave [Chave@ci.edmonds.wa.us] 206-256-6121 98121
206-256-6158
tinLsteams@commercc.wa.gov
5. Agreement Amount 6. Funding Source 7. Start Date 8. End Date
$43,500 Federal: ® State: ❑ Other: ❑ N/A: ❑ May 1, 2012 August 31, 2013
9. Federal Funds (as applicable) Federal Agency CFDA Number
$43,500 Department of Energy 81.117
10.Tax ID#
11.SWV#
12.UBI#
13.DUNS #
91-6001244
312.000.093
040 172 827
14. Agreement Purpose
The Rooftop Solar Challenge is a federal grant to standardize permitting, zoning and interconnection for rooftop solar across
Washington State. The City of Edmonds is one the partners in the corsortium and will be reviewing improvements and contributing
to delieverables.
COMMERCE, defined as the Department of Commerce, and the Subcontractor, as defined above, acknowledge and accept the
terms of this Agreement and attachments and have executed this Agreement on the date below to start as of the date and year
referenced above. The rights and obligations of both parties to this Agreement are governed by this Agreement and the following
other documents incorporated by reference: Subcontractor Terms and Conditions including Attachment "A" — Statement of Work
and Budget.
FOR SUBCONTRACTOR FOR COMMERCE
Rob Chave, Planning Manager Tony Usibelh, Director, State Energy Office
Acting Development Services Director
Date
Date
APPROVED S TO FORM ONLY
W,2'� /�'+' • C--
Pamela Andcrson, Asst. Attorney General
Date
SPECIAL TERMS AND CONDITIONS
INTERAGENCY
FEDERALFUNDS
1. 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 under this Agreement, shall contain the following statements:
"This project was supported by Grant No. DE-EE00005687 awarded by U.S. Department of
Energy. Points of view in this document are those of the author and do not necessarily
represent the official position or policies of the S. Department of Energy. Grant funds are
administered by the State Energy Office, Washington State Department of Commerce."
2. AGREEMENT MANAGEMENT
The Representative for each of the parties shall be responsible for and shall be the contact person for
all communications and billings regarding the performance of this Agreement.
The Representative for COMMERCE and their contact information are identified on the Face
Sheet of this Agreement.
The Representative for the Contractor and their contact information are identified on the Face
Sheet of this Agreement.
3. COMPENSATION
COMMERCE shall pay an amount not to exceed forty-three thousand five hundred dollars ($43,500 )
for the performance of all things necessary for or incidental to the performance of work as set forth in
the Scope of Work. Grantee's compensation for services rendered shall be based on the performance
measures listed in the Statement of Work, Attachment A.
4. 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.
The invoices shall describe and document, to COMMERCE's satisfaction, a description of the work
performed, the progress of the project, and fees. The invoice shall include the Agreement reference
number F12-52117-005.
Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after
receipt of properly completed invoices. Payment shall be sent to the address designated by the
Contractor.
COMMERCE may, in its sole discretion, terminate the Agreement or withhold payments claimed by
the Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or
condition of this Agreement.
No payments in advance or in anticipation of services or supplies to be provided under this
Agreement shall be made by COMMERCE.
Duplication of Billed Costs
The Contractor shall not bill COMMERCE for services performed under this Agreement, and
COMMERCE shall not pay the Contractor, if the Contractor is entitled to payment or has been or will
be paid by any other source, including grants, for that service.
Disallowed Costs
The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its subcontractors.
2
SPECIAL TERMS AND CONDITIONS
INTERAGENCY
FEDERALFUNDS
& INSURANCE
The Contractor shall provide insurance coverage as set out in this section. The intent of the required
insurance is to protect COMMERCE should there be any claims, suits, actions, costs, damages or
expenses arising from any loss, or negligent or intentional act or omission of the Contractor or
Subcontractor, or agents of either, while performing under the terms of this Agreement.
The insurance required shall be issued by an insurance company authorized to do business within
the state of Washington. Except for Professional Liability or Errors and Omissions Insurance, the
insurance shall name the state of Washington, its agents, officers, and employees as additional
insureds under the insurance policy. All policies shall be primary to any other valid and collectable
insurance. The Contractor shall instruct the insurers to give COMMERCE thirty (30) calendar days
advance notice of any insurance cancellation, non -renewal or modification.
The Contractor shall submit to COMMERCE within fifteen (15) calendar days of the Agreement start
date, a certificate of insurance which outlines the coverage and limits defined in this insurance
section. During the term of the Agreement, the Contractor shall submit renewal certificates not less
than thirty (30) calendar days prior to expiration of each policy required under this section.
The Contractor shall provide insurance coverage that shall be maintained in full force and effect
during the term of this Agreement, as follows:
Commercial General Liability Insurance Policy. Provide a Commercial General Liability
Insurance Policy, including contractual liability, written on an occurrence basis, in adequate
quantity to protect against legal liability arising out of Agreement activity but no less than
$1,000,000 per occurrence. Additionally, the Contractor is responsible for ensuring that any
Subcontractors provide adequate insurance coverage for the activities arising out of subcontracts.
Automobile Liability. In the event that performance pursuant to this Agreement involves the use
of vehicles, owned or operated by the Contractor or its Subcontractor, automobile liability
insurance shall be required. The minimum limit for automobile liability is $1,000,000 per
occurrence, using a Combined Single Limit for bodily injury and property damage.
Professional Liability, Errors and Omissions Insurance. The Contractor shall maintain
Professional Liability or Errors and Omissions Insurance. The Contractor shall maintain minimum
limits of no less than $1,000,000 per occurrence to cover all activities by the Contractor and
licensed staff employed or under contract to the Contractor. The state of Washington, its agents,
officers, and employees need not be named as additional insureds under this policy.
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 Agreement shall be $100,000 or the
highest of planned reimbursement for the Agreement period, whichever is lowest. Fidelity
insurance secured pursuant to this paragraph shall name COMMERCE as beneficiary.
B. Subcontractors that receive $10,000 or more per year in funding through this Agreement shall
secure fidelity insurance as noted above. Fidelity insurance secured by Subcontractors
pursuant to this paragraph shall name the Contractor as beneficiary.
C. 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.
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INTERAGENCY
FEDERALFUNDS
Additional Provisions:
Above insurance policy shall include the following provisions:
1. Additional Insured. The state of Washington, COMMERCE, its elected and appointed officials,
agents and employees shall be named as an additional insured on all general liability, excess,
umbrella and property insurance policies. All insurance provided in compliance with this
Agreement shall be primary as to any other insurance or self-insurance programs afforded to or
maintained by the State.
2. Identification. The policy must reference COMMERCE's Agreement number and the State
agency name.
3. Insurance Carrier Rating. All insurance and bonds should be issued by companies admitted to
do business within the state of Washington and have a rating of A-, Class VII or better in the most
recently published edition of Best's Reports. Any exception shall be reviewed and approved by
COMMERCE's Risk Manager, or the Risk Manager for the state of Washington, before the
Agreement is accepted or work may begin. If an insurer is not admitted, all insurance policies
and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-
15 WAC.
4. Excess Coverage. By requiring insurance herein, COMMERCE does not represent that coverage
and limits will be adequate to protect Contractor and such coverage and limits shall not limit
Contractor's liability under the indemnities and reimbursements granted to COMMERCE in this
Agreement.
Local Government Contractors that Participate in a Self -Insurance Program
Self-Insured/Liability Pool or Self -Insured Risk Management Program — With prior approval from
COMMERCE, the Contractor may provide the coverage above under a self-insured/liability pool or
self -insured risk management program. In order to obtain permission from COMMERCE, the
Contractor shall provide: (1) a description of its self-insurance program, and (2) a certificate an/or
letter of coverage that outlines coverage limits and deductibles. All self -insured risk management
programs or self-insured/liability pool financial reports must comply with Generally Accepted
Accounting Principles.
(GAAP) and adhere to accounting standards promulgated by: 1) Governmental Accounting
Standards Board (GASB), 2) Financial Accounting Standards Board (FASB), and 3) the Washington
State Auditor's annual instructions for financial reporting. Contractor's participating in joint risk pools
shall maintain sufficient documentation to support the aggregate claim liability information reported on
the balance sheet. The state of Washington, its agents, and employees need not be named as
additional insured under a self -insured property/liability pool, if the pool is prohibited from naming third
parties as additional insured.
Contractor shall provide annually to COMMERCE a summary of coverages and a letter of self
insurance, evidencing continued coverage under Contractor's self-insured/liability pool or self -insured
risk management program. Such annual summary of coverage and letter of self insurance will be
provided on the anniversary of the start date of this Agreement.
6. ORDER OF PRECEDENCE
In the event of an inconsistency in this Agreement, the inconsistency shall be resolved by giving
precedence in the following order:
• Applicable federal and state of Washington statutes and regulations
• Special Terms and Conditions
• General Terms and Conditions
• Attachment A — Statement of Work and Budget
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GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
1. DEFINITIONS
As used throughout this Agreement, the following terms shall have the meaning set forth below:
A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing to
act on the Director's behalf.
B. "Contractor" shall mean the entity identified on the face sheet performing service(s) under this
Agreement, and shall include all employees and agents of the Contractor.
C. "COMMERCE" shall mean the Department of Commerce.
D. "Personal Information" shall mean information identifiable to any person, including, but not limited
to, information that relates to a person's name, health, finances, education, business, use or
receipt of governmental services or other activities, addresses, telephone numbers, social
security numbers, driver license numbers, other identifying numbers, and any financial identifiers.
E. "State" shall mean the state of Washington.
F. "Subcontractor' shall mean one not in the employment of the Contractor, who is performing all or
part of those services under this Agreement under a separate contract with the Contractor. The
terms "subcontractor' and "subcontractors" mean subcontractor(s) in any tier.
2. ALL WRITINGS CONTAINED HEREIN
This Agreement contains all the terms and conditions agreed upon by the parties. No other
understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to
exist or to bind any of the parties hereto.
3. AMENDMENTS
This Agreement may be amended by mutual agreement of the parties. Such amendments shall not
be binding unless they are in writing and signed by personnel authorized to bind each of the parties.
4. ASSIGNMENT
Neither this Agreement, nor any claim arising under this Agreement, shall be transferred or assigned
by the Contractor without prior written consent of COMMERCE.
5. AUDIT
A. General Requirements
Contractors are to procure audit services based on the following guidelines.
The Contractor shall maintain its records and accounts so as to facilitate the audit requirement
and shall ensure that Subcontractors also maintain auditable records.
The Contractor is responsible for any audit exceptions incurred by its own organization or that of
its Subcontractors.
COMMERCE reserves the right to recover from the Contractor all disallowed costs resulting from
the audit.
As applicable, Contractors required to have an audit must ensure the audits are performed in
accordance with Generally Accepted Auditing Standards (GAAS); Government Auditing
Standards (the Revised Yellow Book) developed by the Comptroller General.
Responses to any unresolved management findings and disallowed or questioned costs shall be
included with the audit report. The Contractor must respond to COMMERCE requests for
information or corrective action concerning audit issues within thirty (30) days of the date of
request.
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GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERALFUNDS
B. Federal Funds Requirements - OMB Circular A-133 Audits of States. Local Governments
and Non -Profit Organizations
Contractors expending $500,000 or more in a fiscal year in federal funds from all sources, direct
and indirect, are required to have an audit conducted in accordance with Office of Management
and Budget (OMB) Revised Circular A-133 "Audits of States, Local Governments, and Non -Profit
Organizations." Revised OMB A-133 requires the Contractor to provide the auditor with a
schedule of Federal Expenditure for the fiscal year(s) being audited. The Schedule of State
Financial Assistance must be included. Both schedules include:
Grantor agency name
Federal agency
Federal program name
Other identifying agreement numbers
Catalog of Federal Domestic Assistance (CFDA) number
Grantor agreement number
Total award amount including amendments (total grant award)
Beginning balance
Current year revenues
Current year expenditures
Ending balance
Program total
If the Contractor is a state or local government entity, the Office of the State Auditor shall conduct
the audit. Audits of non-profit organizations are to be conducted by a certified public accountant
selected by the Contractor in accordance with OMB Circular A-110 "Uniform Administrative
Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and
Other Non -Profit Organizations."
The Contractor shall include the above audit requirements in any subcontracts.
In any case, the Contractor's financial records must be available for review by COMMERCE
C. Documentation Requirements
The Contractor must send a copy of any required audit Reporting Package as described in OMB
Circular A-133, Part C, Section 320(c) no later than nine (9) months after the end of the
Contractor's fiscal year(s) to:
Department of Community Trade and Economic Development
ATTN: Audit Review and Resolution Office
1011 Plum Street SE
PO Box 42525
Olympia WA 98504-2525
In addition to sending a copy of the audit, when applicable, the Contractor must include:
• Corrective action plan for audit findings within three (3) months of the audit being
received by COMMERCE.
• Copy of the Management Letter.
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GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
6. 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, declared ineligible, or
voluntarily excluded from covered transactions by any Federal department or agency.
2. Have not within a three-year period preceding this Agreement, been convicted of or had a
civil judgment rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public or private agreement
or transaction, violation of Federal or State antitrust statutes or commission of embezzlement,
theft, forgery, bribery, falsification or destruction of records, making false statements, tax
evasion, receiving stolen property, making false claims, or obstruction of justice;
3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental
entity (Federal, State, or local) with commission of any of the offenses enumerated in
paragraph (1)(b) of this section; and
4. Have not within a three-year period preceding the signing of this Agreement had one or more
public transactions (Federal, State, or local) terminated for cause of default.
B. Where the Contractor is unable to certify to any of the statements in this Agreement, the
Contractor shall attach an explanation to this Agreement.
C. The Contractor agrees by signing this Agreement that it shall not knowingly enter into any lower
tier covered transaction with a person who is debarred, suspended, declared ineligible, or
voluntarily excluded from participation in this covered transaction, unless authorized by
COMMERCE.
D. The Contractor further agrees by signing this Agreement that it will include the clause titled
"Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier
Covered Transaction," as follows, without modification, in all lower tier covered transactions and
in all solicitations for lower tier covered transactions:
LOWER TIER COVERED TRANSACTIONS
a) The lower tier contractor certifies, by signing this Agreement that neither it nor its principals is
presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from participation in this transaction by any Federal department or agency.
b) Where the lower tier contractor is unable to certify to any of the statements in this Agreement,
such contractor shall attach an explanation to this Agreement.
E. The terms covered transaction, debarred, suspended, ineligible, lower tier covered
transaction, person, primary covered transaction, principal, and voluntarily excluded, as
used in this section, have the meanings set out in the Definitions and Coverage sections of the
rules implementing Executive Order 12549. You may contact COMMERCE for assistance in
obtaining a copy of these regulations.
7. 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
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GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
9. DISPUTES
Except as otherwise provided in this Agreement, when a dispute arises between the parties and it
cannot be resolved by direct negotiation, either party may request a dispute hearing with the Director
of COMMERCE, who may designate a neutral person to decide the dispute.
The request for a dispute hearing must:
• be in writing;
• state the disputed issues;
• state the relative positions of the parties;
• state the Contractor's name, address, and Agreement number; and
• be mailed to the Director and the other parry's (respondent's) Agreement Representative
within three (3) working days after the parties agree that they cannot resolve the dispute.
The respondent shall send a written answer to the requestor's statement to both the Director or the
Director's designee and the 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 Agreement shall be construed to limit the parties' choice of a mutually acceptable
alternate dispute resolution (ADR) method in addition to the dispute hearing procedure outlined
above.
10. ETHICS/CONFLICTS OF INTEREST
In performing under this Agreement, the Contractor shall assure compliance with the Ethics in Public
Service Act (Chapter 42.52 RCW) and any other applicable state or federal law related to ethics or
conflicts of interest.
11. GOVERNING LAW AND VENUE
This Agreement shall be construed and interpreted in accordance with the laws of the state of
Washington, and the venue of any action brought hereunder shall be in the Superior Court for
Thurston County.
12. INDEMNIFICATION
To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the
state of Washington, COMMERCE, all other agencies of the state and all officers, agents and
employees of the state, from and against all claims or damages for injuries to persons or property or
death arising out of or incident to the Contractor's performance or failure to perform the Contract.
The Contractor's obligation to indemnify, defend, and hold harmless includes any claim by the
Contractor's agents, employees, representatives, or any Subcontractor or its agents, employees, or
representatives.
The Contractor's obligation to indemnify, defend, and hold harmless shall not be eliminated by any
actual or alleged concurrent negligence of the state or its agents, agencies, employees and officers.
Subcontracts shall include a comprehensive indemnification clause holding harmless the Contractor,
COMMERCE, the state of Washington, its officers, employees and authorized agents.
The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify,
defend and hold harmless the state and its agencies, officers, agents or employees.
0
GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
9. DISPUTES
Except as otherwise provided in this Agreement, when a dispute arises between the parties and it
cannot be resolved by direct negotiation, either party may request a dispute hearing with the Director
of COMMERCE, who may designate a neutral person to decide the dispute.
The request for a dispute hearing must:
• be in writing;
• state the disputed issues;
• state the relative positions of the parties;
• state the Contractor's name, address, and Agreement number; and
• be mailed to the Director and the other party's (respondent's) Agreement Representative
within three (3) working days after the parties agree that they cannot resolve the dispute.
The respondent shall send a written answer to the requestor's statement to both the Director or the
Director's designee and the 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 Agreement shall be construed to limit the parties' choice of a mutually acceptable
alternate dispute resolution (ADR) method in addition to the dispute hearing procedure outlined
above.
10. ETHICS/CONFLICTS OF INTEREST
In performing under this Agreement, the Contractor shall assure compliance with the Ethics in Public
Service Act (Chapter 42.52 RCW) and any other applicable state or federal law related to ethics or
conflicts of interest.
11. GOVERNING LAW AND VENUE
This Agreement shall be construed and interpreted in accordance with the laws of the state of
Washington, and the venue of any action brought hereunder shall be in the Superior Court for
Thurston County.
12. INDEMNIFICATION
To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the
state of Washington, COMMERCE, all other agencies of the state and all officers, agents and
employees of the state, from and against all claims or damages for injuries to persons or property or
death arising out of or incident to the Contractor's performance or failure to perform the Contract.
The Contractor's obligation to indemnify, defend, and hold harmless includes any claim by the
Contractor's agents, employees, representatives, or any Subcontractor or its agents, employees, or
representatives.
The Contractor's obligation to indemnify, defend, and hold harmless shall not be eliminated by any
actual or alleged concurrent negligence of the state or its agents, agencies, employees and officers.
Subcontracts shall include a comprehensive indemnification clause holding harmless the Contractor,
COMMERCE, the state of Washington, its officers, employees and authorized agents.
The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify,
defend and hold harmless the state and its agencies, officers, agents or employees.
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GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERALFUNDS
Subcontracts shall include a comprehensive indemnification clause holding harmless the Contractor,
the department, the state of Washington, its officers, employees and authorized agents.
The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify,
defend and hold harmless the State and its agencies, officers, agents or employees.
13. INDEPENDENT CAPACITY OF THE CONTRACTOR
The parties intend that an independent contractor relationship will be created by this Contract. The
Contractor and its employees or agents performing under this Contract are not employees or agents
of the state of Washington or COMMERCE. The Contractor will not hold itself out as or claim to be
an officer or employee of COMMERCE or of the state of Washington by reason hereof, nor will the
Contractor make any claim of right, privilege or benefit which would accrue to such officer or
employee under law. Conduct and control of the work will be solely with the Contractor.
14. LAWS
The Contractor shall comply with all applicable laws, ordinances, codes, regulations, and policies of
local, state, and federal governments, as now or hereafter amended, including, but not limited to:
United States Laws, Regulations and Circulars (Federal)
A. Audits
Office of Management and Budget (OMB) Revised Circular A-133 "Audits of States, Local
Governments, and Non -Profit Organizations."
B. Labor and Safety Standards
Convict Labor, 18 U.S.C. 751, 752, 4081, 4082.
Drug -Free Workplace Act of 1988, 41 USC 701 et seq.
Federal Fair Labor Standards Act, 29 U.S.C. 201 et seq.
Work Hours and Safety Act of 1962, 40 U.S.C. 327-330 and Department of Labor Regulations, 29
CFR Part 5.
C. Laws against Discrimination
Age Discrimination Act of 1975, Public Law 94-135, 42 U.S.C. 6101-07, 45 CFR Part 90
Nondiscrimination in Federally Assisted Programs.
Americans with Disabilities Act of 1990, Public Law 101-336.
Equal Employment Opportunity, Executive Order 11246, as amended by Executive Order 11375
and supplemented in U.S. Department of Labor Regulations, 41 CFR Chapter 60.
Executive Order 11246, as amended by EO 11375, 11478, 12086 and 12102.
Handicapped Employees of Government Contractors, Rehabilitation Act of 1973, Section
503, 29 U.S.C. 793.
Handicapped Recipients of Federal Financial Assistance, Rehabilitation Act of 1973, Section 504,
29 U.S.C.794.
Minority Business Enterprises, Executive Order 11625, 15 U.S.C. 631.
Minority Business Enterprise Development, Executive Order 12432, 48 FIR 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
U.S.C. 2002d et seq, 24 CFR Part 1.
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GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
Nondiscrimination in employment, Title VII of the Civil Rights Act of 1964, Public Law
88-352.
Nondiscrimination in Federally Assisted Construction Contracts, Executive Order 11246, 42
U.S.C. 2000e, as amended by Executive Order 11375, 41 CFR Chapter 60.
Section 3, Housing and Urban Development Act of 1969, 12 USC 17001 u (See 24 CFR
570.607(b)).
D. Office of Management and Budget Circulars
Cost Principles for State, Local and Indian Tribal Governments, OMB Circular A-87, 2 CFR, Part
225.
Cost Principles for Nonprofit Organizations, OMB Circular A-122, (if the Contractor is a nonprofit
organization).
Grants and Cooperative Agreements with State and Local Governments, OMB Circular A-102, (if
the Contractor is a local government or federally recognized Indian tribal government).
Uniform Administrative Requirements for Grants and Other Agreements with Institutions of Higher
Education, Hospitals and Other Nonprofit Organizations, OMB Circular A-110.
E. Other
Anti -Kickback Act, 18 U.S.C. 874; 40 U.S.C. 276b, 276c; 41 U.S.C. 51-54.
Governmental Guidance for New Restrictions on Lobbying; Interim Final Guidance, Federal
Register 1, Vol. 54, No. 243\Wednesday, December 20, 1989.
Hatch Political Activity Act, 5 U.S.C. 1501-8.
Internal Revenue Service Rules, August 31, 1990.
Lobbying and Disclosure, 42 USC 3537a and 3545 and 31 USC 1352 (Byrd Anti -Lobbying
Amendment). 31 U.S.C. 1352 provides that Contractors who apply or bid for an award of
$100,000 or more must file the required certification. Each tier certifies to the tier above that it will
not and has not used Federal appropriated funds to pay any person or organization for influencing
or attempting to influence an officer or employee of any agency, a member of Congress, officer or
employee of Congress, or an employee of a member of Congress in connection with obtaining
any Federal contract, grant or other award covered by 31 U.S.C. 1352. Each tier must disclose
any lobbying with non -Federal funds that takes place in connection with obtaining any Federal
award. Such disclosures are forwarded from tier to tier up to the recipient.
Non -Supplanting Federal Funds.
Section 8 Housing Assistance Payments Program.
F. Privacy
Privacy Act of 1974, 5 U.S.C. 552a.
Washington State Laws and Regulations
A. Affirmative action, RCW 41.06.020 (11).
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.
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GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
f. Some form of price or cost analysis should be performed in connection with every
procurement action.
g. Procurement records and files for purchases shall include all of the following:
1) Contractor selection or rejection.
2) The basis for the cost or price.
3) Justification for lack of competitive bids if offers are not obtained.
h. A system for Agreement administration to ensure Contractor conformance with terms,
conditions and specifications of this Agreement, and to ensure adequate and timely
follow-up of all purchases.
4. Contractor and Subcontractor must receive prior approval from COMMERCE for using funds
from this Agreement to enter into a sole source Agreement or an Agreement where only one
bid or proposal is received when value of this Agreement is expected to exceed $5,000.
Prior approval requests shall include a copy of proposed contracts and any related
procurement documents and justification for non-competitive procurement, if applicable.
18. RECAPTURE
In the event that the Contractor fails to perform this Agreement in accordance with state laws, federal
laws, and/or the provisions of this Agreement, COMMERCE reserves the right to recapture funds in
an amount to compensate COMMERCE for the noncompliance in addition to any other remedies
available at law or in equity.
19. RECORDS MAINTENANCE
The Contractor shall maintain all books, records, documents, data and other evidence relating to this
Agreement and performance of the services described herein, including but not limited to accounting
procedures and practices which sufficiently and properly reflect all direct and indirect costs of any
nature expended in the performance of this Agreement. Contractor shall retain such records for a
period of six years following the date of final payment.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the records
shall be retained until all litigation, claims, or audit findings involving the records have been finally
resolved.
20. SAVINGS
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way
after the effective date of this Agreement and prior to normal completion, COMMERCE may terminate
the Agreement under the "Termination for Convenience" clause, without the ten calendar day notice
requirement. In lieu of termination, the Agreement may be amended to reflect the new funding
limitations and conditions.
21. SEVERABILITY
If any provision of this Agreement or any provision of any document incorporated by reference shall
be held invalid, such invalidity shall not affect the other provisions of this Agreement that can be given
effect without the invalid provision, if such remainder conforms to the requirements of law and the
fundamental purpose of this Agreement and to this end the provisions of this Agreement are declared
to be severable.
13
GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
F. Office of minority and women's business enterprises, Chapter 39.19 RCW and Chapter 326-02
WAC.
G. Open public meetings act, Chapter 42.30 RCW.
H. Public records act, Chapter 42.56 RCW.
I. State budgeting, accounting, and reporting system, Chapter 43.88 RCW.
15. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS
During the performance of this Agreement, the Contractor shall comply with all federal, state, and
local nondiscrimination laws, regulations and policies. In the event of the Contractor's non-compliance
or refusal to comply with any nondiscrimination law, regulation or policy, this Agreement may be
rescinded, canceled or terminated in whole or in part, and the Contractor may be declared ineligible
for further Agreements with COMMERCE. The Contractor shall, however, be given a reasonable
time in which to cure this noncompliance. Any dispute may be resolved in accordance with the
"Disputes" procedure set forth herein.
16. 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.
17. PROCUREMENT STANDARDS FOR FEDERALLY FUNDED PROGRAMS
A Contractor which is a local government or Indian Tribal government must establish procurement
policies and procedures in accordance with OMB Circulars A-102, Uniform Administrative
Requirements for Grants in Aid for State and Local Governments, for all purchases funded by this
Agreement.
A Contractor which is a nonprofit organization shall establish procurement policies in accordance with
OMB Circular A-110, Uniform Administrative Requirements for Grants and Agreements with Nonprofit
Agencies, for all purchases funded by this Agreement.
The Contractor's procurement system should include at least the following:
1. A code or standard of conduct that shall govern the performance of its officers, employees, or
agents engaged in the awarding of contracts using federal funds.
2. Procedures that ensure all procurement transactions shall be conducted in a manner to
provide, to the maximum extent practical, open and free competition.
3. Minimum procedural requirements, as follows:
a. Follow a procedure to assure the avoidance of purchasing unnecessary or duplicative
items.
b. Solicitations shall be based upon a clear and accurate description of the technical
requirements of the procured items.
c. Positive efforts shall be made to use small and minority -owned businesses.
d. The type of procuring instrument (fixed price, cost reimbursement) shall be determined by
the Contractor, but must be appropriate for the particular procurement and for promoting
the best interest of the program involved.
e. Contracts shall be made only with reasonable subcontractors who possess the potential
ability to perform successfully under the terms and conditions of the proposed
procurement.
12
GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
22. SUBCONTRACTIN
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.
23. SURVIVAL
The terms, conditions, and warranties contained in this Agreement that by their sense and context are
intended to survive the completion of the performance, cancellation or termination of this Agreement
shall so survive.
24. TERMINATION FOR CAUSE / SUSPENSION
In event COMMERCE determines that the Contractor failed to comply with any term or condition of
this Agreement, COMMERCE may terminate the Agreement in whole or in part upon written notice to
the Contractor. Such termination shall be deemed "for cause." Termination shall take effect on the
date specified in the notice.
In the alternative, COMMERCE upon written notice may allow the Contractor a specific period of time
in which to correct the non-compliance. During the corrective -action time period, COMMERCE may
suspend further payment to the Contractor in whole or in part, or may restrict the Contractor's right to
perform duties under this Agreement. Failure by the Contractor to take timely corrective action shall
allow COMMERCE to terminate the Agreement upon written notice to the Contractor.
"Termination for Cause" shall be deemed a "Termination for Convenience" when COMMERCE
determines that the Contractor did not fail to comply with the terms of the Agreement or when
COMMERCE determines the failure was not caused by the Contractor's actions or negligence.
If the Agreement is terminated for cause, the Contractor shall be liable for damages as authorized by
law, including, but not limited to, any cost difference between the original Agreement and the
replacement Agreement, as well as all costs associated with entering into the replacement
Agreement (i.e., competitive bidding, mailing, advertising, and staff time).
25. TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Agreement, COMMERCE may, by ten (10) business days written
notice, beginning on the second day after the mailing, terminate this Agreement, in whole or in part. If
this Agreement is so terminated, COMMERCE shall be liable only for payment required under the
terms of this Agreement for services rendered or goods delivered prior to the effective date of
termination.
14
GENERAL TERMS AND CONDITIONS
INTERAGENCY
FEDERAL FUNDS
26. TERMINATION PROCEDURES
After receipt of a notice of termination, except as otherwise directed by COMMERCE, the Contractor
shall:
A. Stop work under the Agreement on the date, and to the extent specified, in the notice;
B. Place no further orders or subcontracts for materials, services, or facilities related to the
Agreement;
C. Assign to COMMERCE all of the rights, title, and interest of the Contractor under the orders and
subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to settle or
pay any or all claims arising out of the termination of such orders and subcontracts. Any attempt
by the Contractor to settle such claims must have the prior written approval of COMMERCE, and
D. Preserve and transfer any materials, Agreement deliverables and/or COMMERCE property in the
Contractor's possession as directed by COMMERCE.
Upon termination of the Agreement, COMMERCE shall pay the Contractor for any service provided
by the Contractor under the Agreement prior to the date of termination. COMMERCE may withhold
any amount due as COMMERCE reasonably determines is necessary to protect COMMERCE
against potential loss or liability resulting from the termination. COMMERCE shall pay any withheld
amount to the Contractor if COMMERCE later determines that loss or liability will not occur.
The rights and remedies of COMMERCE under this section are in addition to any other rights and
remedies provided under this Agreement or otherwise provided under law.
27. WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or
breach. Any waiver shall not be construed to be a modification of the terms of this Agreement unless
stated to be such in writing and signed by Authorized Representative of COMMERCE.
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