17-021.00 Washington State Dept of Commerce: 2016 Environmental Permitting Grant , 170.24
Silik...TE0* Department of Commerce
Innovation is in our nature.
RECEIVED
JAN 17 2017
Interagency Agreement withSPOKANE VALLEY COMMUNITY
DEVELOPMENT
City of Spokane Valley
through
Local Government Division
Growth Management Services
For
Eastern Washington 2016 Environmental Permitting Grant
Start date:
Date of Execution
Washington State Department of Commerce
www.COMMERCE.wa.gov
9
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Department of Commerce
Contract#17-3320-004
TABLE OF CONTENTS
Special Terms and Conditions 1
Face Sheet 1
1. Contract Management 2
2. Compensation 2
3. Billing Procedures and Payment 2
4. Insurance 3
5. Order of Precedence 5
General Terms and Conditions 6
1. Definitions 6
2. Advance Payments Prohibited 6
3. All Writings Contained Herein 6
4. Amendments 6
5. Americans With Disabilities Act (ADA) 6
6. Assignment 6
7. Attorney's Fees 6
8. Audit 6
9. Confidentiality/Safeguarding of Information 7
10. Conflict of Interest 8
11. Copyright Provision 8
12. Disputes 8
13. Duplicate Payment 9
14. Governing Law and Venue 9
15. Indemnification 9
16. Independent Capacity of the Contractor 9
17. Industrial Insurance Coverage 10
18. Laws 10
19. Licensing, Accreditation and Registration 10
20. Limitation of Authority 10
21. Noncompliance With Nondiscrimination Laws 10
22. Political Activities 10
23. Publicity 11
24. Recapture 11
25. Records Maintenance 11
26. Right of Inspection 11
27. Savings 11
28. Severability 11
29. Site Security 11
30. Subcontracting 11
31. Survival 12
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Contract#17-3320-004
32. Taxes 12
33. Termination for Cause 12
34. Termination for Convenience 12
35. Termination Procedures 12
36. Treatment of Assets 13
37. Waiver 14
Attachment A, Scope of Work
Attachment B, Budget
•
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Contract#17-63320-004
•
FACE SHEET •
Contract Number: 17-63320-004
Washington State Department of Commerce
Local Government-Division
Growth Management Services
Eastern Washington 2016 Environmental PermittingGrant
1.Contractor 2.Contractor Doing Business As(optional)
City of Spokane Valley N/A
11707 E Sprague Suite 106
Spokane Valley,WA 99206
3.Contractor Representative 4.COMMERCE Representative
Chaz Bates William Simpson,AICP 10 N.Post St.
Economic Development Specialist Senior Planner Suite#445
(509)720-5315 (509)280-3602 Spokane,WA 99201
cbates@,spokanevalley.org william.simpson@,commerce.wa.gov
5.Contract Amount 6.Funding Source 7.Start Date 8.End Date
$114,200 Federal: ❑ State: ® Other: ❑ N/A: ❑ Date of Execution June 30,2017
9.Federal Funds(as applicable) Federal Agency: CFDA Number
N/A N/A N/A
10.Tax ED 11.SWV# 12.UBI# 13.DUNS#
REDACTED 001802100 N/A N/A
14.Contract Purpose
This grant would fund the development of an infrastructure plan,mitigation fair-share program,and Planned Action Ordinance
(PAO).
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 to start as of the date and year referenced above.
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 and Attachment"B"—
Budget,
FOR CONTRACTOR FOR COMMERCE
ark Calhoun,City Manager Mark .Barkley,Assistant irector
City of Spokane Valley Local G
overn ent Division
/z - 2-9—/6
Date Date
APPROVED AS TO FORM ONLY
BY ASSISTANT ATTORNEY GENERAL
APPROVAL ON FILE
This document contains confidential tax information and
has been redacted pursuant to RCW 82.32.330.
You may petition for a review of our findings pertaining to any
redacted or withheld documents pursuant to Spokane Valley
Municipal Code (SVMC) 2.75.080; and obtain judicial review
Department ot Commercepursuant to RCW 42.56.550. 1
Contract#17-03320-004
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Department of Commerce
Contract#17-43320-004
SPECIAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
1. 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.
2. COMPENSATION
COMMERCE shall pay an amount not to exceed one hundred fourteen thousand two hundred
dollars ($114,200)for the performance of all things necessary for or incidental to the performance of
work as set forth in the Scope of Work(Attachment A).
3. 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 not more often
than monthly. Payment will be based on satisfactory acceptance of progress made on each task and
satisfactory acceptance of each deliverable.
The invoices shall describe and document, to COMMERCE's satisfaction, a description of the work
performed, the progress of the project, and fees. The invoice shall include the Contract Number 17-
63320-004. If expenses are invoiced, provide a detailed breakdown of each type.
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.
No payments in advance or in anticipation of services or supplies to be provided under this
Agreement shall be made by COMMERCE.
COMMERCE may reimburse Contractor for pre-award costs incurred prior to the start date of this
Agreement, if such costs would have been allowable if incurred on or after July 1, 2016. Such costs
must be identified in the Budget(Attachment B) and limited to the performance of work outlined under
the Scope of Work(Attachment A).
Line Item Transfers
The total amount of transfers of funds between line item budget categories shall not exceed ten (10)
percent of the total budget. If the cumulative amount of these transfers exceeds or is expected to
exceed ten percent, the total budget shall be subject to justification and negotiation of a contract
amendment by the Contractor and COMMERCE.
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.
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SPECIAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
4. 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.
Additional Provisions:
Above insurance policy shall include the following provisions:
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SPECIAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
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 and/or
letter of coverage that outlines coverage limits and deductibles. All self-insured risk management
programs or self-insured/liability pool financial reports must comply with Generally Accepted
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. Contractors'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.
5. 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
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GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
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 Department of Commerce.
C. "Contract"or"Agreement" means the entire written agreement between COMMERCE and the
Contractor, including any Exhibits, documents, or materials incorporated by reference. E-mail or
Facsimile transmission of a signed copy of this contract shall be the same as delivery of an
original.
D. "Contractor"shall mean the entity identified on the face sheet performing service(s) under this
Contract, and shall include all employees and agents of the Contractor.
E. "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.
F. "State" shall mean the state of Washington.
G. "Subcontractor" shall mean one not in the employment of the Contractor, who is performing all or
part of those services under this Contract under a separate contract with the Contractor. The
terms"subcontractor"and "subcontractors" mean subcontractor(s) in any tier.
2. ADVANCE PAYMENTS PROHIBITED
No payments in advance of or in anticipation of goods or services to be provided under this Contract
shall be made by COMMERCE.
3. 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.
4. 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.
5. AMERICANS WITH DISABILITIES ACT(ADA)OF 1990, PUBLIC LAW 101-336,also referred to as
the"ADA" 28 CFR Part 35
The Contractor must comply with the ADA, which provides comprehensive civil rights protection to
individuals with disabilities in the areas of employment, public accommodations, state and local
government services, and telecommunications.
6. ASSIGNMENT
Neither this Contract, nor any claim arising under this Contract, shall be transferred or assigned by
the Contractor without prior written consent of COMMERCE.
7. ATTORNEYS' FEES
Unless expressly permitted under another provision of the Contract, in the event of litigation or other
action brought to enforce Contract terms, each party agrees to bear its own attorney's fees and costs.
8. AUDIT
A. General Requirements
Contractors are to procure audit services based on the following guidelines.
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GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
The Contractor shall maintain its records and accounts so as to facilitate audits 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 Grantee all disallowed costs resulting from
the audit.
Responses to any unresolved 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.
B. State Funds Requirements
In the event an audit is required, 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.
The Contractor shall include the above audit requirements in any subcontracts.
In any case, the Contractor's records must be available for review by COMMERCE.
C. Documentation Requirements
The Contractor must send a copy of any audit report no later than nine(9) months after the end of
the Contractor's fiscal year(s) by sending a scanned copy to auditreviewcommerce.wa.gov or a
hard copy to:
Department of Commerce
ATTN: Audit Review and Resolution Office
1011 Plum Street SE
PO Box 42525
Olympia WA 98504-2525
In addition to sending a copy of the audit, when applicable, the Grantee must include:
• Corrective action plan for audit findings within three(3) months of the audit being
received by COMMERCE.
• Copy of the Management Letter and Management Decision Letter, where applicable.
If the Contractor is required to obtain a Single Audit consistent with Circular A-133 requirements, a
copy must be provided to Commerce; no other report is required.
9. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
A. "Confidential Information" as used in this section includes:
1. All material provided to the Contractor by COMMERCE that is designated as"confidential"
by COMMERCE;
2. All material produced by the Contractor that is designated as"confidential" by COMMERCE;
and
3. All personal information in the possession of the Contractor that may not be disclosed under
state or federal law. "Personal information" includes but is not limited to information related to
a person's name, health, finances, education, business, use of government services,
addresses, telephone numbers, social security number, driver's license number and other
identifying numbers, and "Protected Health Information" under the federal Health Insurance
Portability and Accountability Act of 1996 (HIPAA).
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
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Contract#17-+3320-004
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
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.
10. CONFLICT OF INTEREST
Notwithstanding any determination by the Executive Ethics Board or other tribunal, the COMMERCE
may, in its sole discretion, by written notice to the CONTRACTOR terminate this contract if it is found
after due notice and examination by COMMERCE that there is a violation of the Ethics in Public
Service Act, Chapters 42.52 RCW and 42.23 RCW; or any similar statute involving the
CONTRACTOR in the procurement of, or performance under this contract.
Specific restrictions apply to contracting with current or former state employees pursuant to chapter
42.52 of the Revised Code of Washington. The CONTRACTOR and their subcontractor(s) must
identify any person employed in any capacity by the state of Washington that worked on the (YOUR
PROGRAM NAME) including but not limited to formulating or drafting the legislation, participating in
grant procurement planning and execution, awarding grants, and monitoring grants, during the 24
month period preceding the start date of this Grant. Identify the individual by name, the agency
previously or currently employed by,job title or position held, and separation date. If it is determined
by COMMERCE that a conflict of interest exists, the CONTRACTOR may be disqualified from further
consideration for the award of a Grant.
In the event this contract is terminated as provided above, COMMERCE shall be entitled to pursue
the same remedies against the CONTRACTOR as it could pursue in the event of a breach of the
contract by the CONTRACTOR. The rights and remedies of COMMERCE provided for in this clause
shall not be exclusive and are in addition to any other rights and remedies provided by law. The
existence of facts upon which COMMERCE makes any determination under this clause shall be an
issue and may be reviewed as provided in the"Disputes"clause of this contract.
11. COPYRIGHT PROVISIONS
Unless otherwise provided, all Materials produced under this Contract shall be considered "works for
hire"as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall
be considered the author of such Materials. In the event the Materials are not considered "works for
hire" under the U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and
interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to
COMMERCE effective from the moment of creation of such Materials.
"Materials" means all items in any format and includes, but is not limited to, data, reports, documents,
pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes,
and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the
ability to transfer these rights.
For Materials that are delivered under the Contract, but that incorporate pre-existing materials not
produced under the Contract, the Contractor hereby grants to COMMERCE a nonexclusive, royalty-
free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce,
distribute, prepare derivative works, publicly perform, and publicly display. The Contractor warrants
and represents that the Contractor has all rights and permissions, including intellectual property
rights, moral rights and rights of publicity, necessary to grant such a license to COMMERCE.
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INTERAGENCY AGREEMENT
STATE FUNDS
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.
12. DISPUTES
Except as otherwise provided in this Contract, when a dispute arises between the parties and it
cannot be resolved by direct negotiation, either party may request a dispute hearing with the Director
of COMMERCE, who may designate a neutral person to decide the dispute.
The request for a dispute hearing must:
• be in writing;
• state the disputed issues;
• state the relative positions of the parties;
• state the Contractor's name, address, and Contract number; and
• be mailed to the Director and the other party's (respondent's) Contract Representative within
three (3)working days after the parties agree that they cannot resolve the dispute.
The respondent shall send a written answer to the requestor's statement to both the Director or the
Director's designee and the requestor within five(5)working days.
The Director or designee shall review the written statements and reply in writing to both parties within
ten (10)working days. The Director or designee may extend this period if necessary by notifying the
parties.
The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding.
The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial
tribunal.
Nothing in this Contract shall be construed to limit the parties' choice of a mutually acceptable
alternate dispute resolution (ADR) method in addition to the dispute hearing procedure outlined
above.
13. DUPLICATE PAYMENT
COMMERCE shall not pay the Contractor, if the Contractor has charged or will charge the State of
Washington or any other party under any other contract or agreement, for the same services or
expenses.
14. 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.
15. INDEMNIFICATION
To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the
state of Washington, COMMERCE, agencies of the state and all officials, agents and employees of
the state, from and against, all claims for injuries or death arising out of or resulting from the
performance of the contract. "Claim"as used in this contract, means any financial loss, claim, suit,
action, damage, or expense, including but not limited to attorney's fees, attributable for bodily injury,
sickness, disease, or death, or injury to or the destruction of tangible property including loss of use
resulting therefrom.
The Contractor's obligation to indemnify, defend, and hold harmless includes any claim by
Contractor's agents, employees, representatives, or any subcontractor or its employees.
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INTERAGENCY AGREEMENT
STATE FUNDS
The Contractor expressly agrees to indemnify, defend, and hold harmless the State for any claim
arising out of or incident to the Contractor's or any Subcontractor's performance or failure to perform
the contract. The Contractor's obligation to indemnify, defend, and hold harmless the State shall not
be eliminated or reduced by any actual or alleged concurrent negligence of State or its agents,
agencies, employees and officials.
The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify,
defend and hold harmless the state and its agencies, officers, agents or employees.
16. 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.
17. INDUSTRIAL INSURANCE COVERAGE
The Contractor shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If
the Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on
behalf of its employees as may be required by law, COMMERCE may collect from the Contractor the
full amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount
owed by the Contractor to the accident fund from the amount payable to the Contractor by
COMMERCE under this Contract, and transmit the deducted amount to the Department of Labor and
Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I's rights to
collect from the Contractor.
18. LAWS
The Contractor shall comply with all applicable laws, ordinances, codes, regulations and policies of
local and state and federal governments, as now or hereafter amended including, but not limited to:
Washington State Laws and Regulations
A. Affirmative action, RCW 41.06.020 (1).
B. Boards of directors or officers of non-profit corporations—Liability- Limitations, RCW 4.24.264.
C. Disclosure-campaign finances-lobbying, Chapter 42.17A RCW.
D. Discrimination-human rights commission, Chapter 49.60 RCW.
E. Ethics in public service, Chapter 42.52 RCW.
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.
19. 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.
20. LIMITATION OF AUTHORITY
Only the Authorized Representative or the Authorized Representative's delegate by writing
(delegation to be made prior to action) shall have the express, implied, or apparent authority to alter,
amend, modify, or waive any clause or condition of this Contract. Furthermore, any alteration,
amendment, modification, or waiver or any clause or condition of this contract is not effective or
binding unless made in writing and signed by the Agent
21. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS
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GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
During the performance of this Contract, the Contractor shall comply with all federal, state, and local
nondiscrimination laws, regulations and policies. In the event of the Contractor's non-compliance or
refusal to comply with any nondiscrimination law, regulation or policy, this Contract may be rescinded,
canceled or terminated in whole or in part, and the Contractor may be declared ineligible for further
contracts with COMMERCE. The Contractor shall, however, be given a reasonable time in which to
cure this noncompliance. Any dispute may be resolved in accordance with the"Disputes" procedure
set forth herein.
22. POLITICAL ACTIVITIES
Political activity of Contractor employees and officers are limited by the State Campaign Finances
and Lobbying provisions of Chapter 42.17A 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.
23. PUBLICITY
The Contractor agrees not to publish or use any advertising or publicity materials in which the state of
Washington or COMMERCE's name is mentioned, or language used from which the connection with
the state of Washington's or COMMERCE's name may reasonably be inferred or implied, without the
prior written consent of COMMERCE.
24. 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.
25. 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.
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.
26. RIGHT OF INSPECTION
The Contractor shall provide right of access to its facilities to COMMERCE, or any of its officers, or to
any other authorized agent or official of the state of Washington or the federal government, at all
reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance
- under this contract.
27. SAVINGS
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way
after the effective date of this Contract and prior to normal completion, COMMERCE may terminate
the Contract under the"Termination for Convenience" clause, without the ten calendar day notice
requirement. In lieu of termination, the Contract may be amended to reflect the new funding
limitations and conditions.
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28. 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.
29. SITE SECURITY
While on COMMERCE premises, the Contractor, its agents, employees, or subcontractors shall
conform in all respects with physical, fire or other security policies or regulations.
30. 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.
31. 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.
32. TAXES
All payments accrued on account of payroll taxes, unemployment contributions, the Contractor's
income or gross receipts, any'other taxes, insurance or expenses for the Contractor or its staff shall
be the sole responsibility of the Contractor.
33. 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.
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.
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GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
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.
34. 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.
35. TERMINATION PROCEDURES
Upon termination of this contract, COMMERCE, in addition to any other rights provided in this contract,
may require the Contractor to deliver to COMMERCE any property specifically produced or acquired
for the performance of such part of this contract as has been terminated. The provisions of the
"Treatment of Assets"clause shall apply in such property transfer.
COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed
work and services accepted by COMMERCE, and the amount agreed upon by the Contractor and
COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially
completed work and services, (iii) other property or services that are accepted by COMMERCE, and
(iv)the protection and preservation of property, unless the termination is for default, in which case the
Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree
with such determination shall be a dispute within the meaning of the"Disputes"clause of this contract.
COMMERCE may withhold from any amounts due the Contractor such sum as the Authorized
Representative determines to be necessary to protect COMMERCE against potential loss or liability.
The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this contract.
After receipt of a notice of termination, and except as otherwise directed by the Authorized
Representative, the Contractor shall:
1. Stop work under the contract on the date, and to the extent specified, in the notice;
2. Place no further orders or subcontracts for materials, services, or facilities except as may be
necessary for completion of such portion of the work under the contract that is not terminated;
3. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized
Representative, all of the rights, title, and interest of the Contractor under the orders and
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;
4. Settle all outstanding liabilities and all claims arising out of such termination of orders and
subcontracts, with the approval or ratification of the Authorized Representative to the extent the
Authorized Representative may require, which approval or ratification shall be final for all the
purposes of this clause;
5. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by
the Authorized Representative any property which, if the contract had been completed,would have
been required to be furnished to COMMERCE;
6. Complete performance of such part of the work as shall not have been terminated by the Authorized
Representative; and
7. Take such action as may be necessary, or as the Authorized Representative may direct, for the
protection and preservation of the property related to this contract, which is in the possession of
the Contractor and in which the Authorized Representative has or may acquire an interest.
36. 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
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INTERAGENCY AGREEMENT
STATE FUNDS
by the Contractor. Title to other property,the cost of which is reimbursable to the Contractor under this
contract, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the
performance of this contract, or(ii) commencement of use of such property in the performance of this
contract, or(iii) reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first
occurs.
A. Any property of COMMERCE furnished to the Contractor shall, unless otherwise provided herein
or approved by COMMERCE, be used only for the performance of this contract.
B. The Contractor shall be responsible for any loss or damage to property of COMMERCE that results
from the negligence of the Contractor or which results from the failure on the part of the Contractor
to maintain and administer that property in accordance with sound management practices.
C. If any COMMERCE property is lost, destroyed or damaged, the Contractor shall immediately notify
COMMERCE and shall take all reasonable steps to protect the property from further damage.
D. The Contractor shall surrender to COMMERCE all property of COMMERCE prior to settlement
upon completion, termination or cancellation of this contract
All reference to the Contractor under this clause shall also include Contractor's employees,
agents or Subcontractors.
37. 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
TASK ACTIONS/DELIVERABLES DEADLINE
1. Project Actions: January 30, 2017
Initiation • Review data
• Identify priorities
• Develop guiding principles and strategy for project
• Develop public outreach strategy
• Conduct project kick-off
This task would begin with a project kick-off to identify
priorities,guiding principles,and a vision for what would
make the final plan a success. In addition,the project team
will outline a public outreach strategy and review/identify
data needed for a successful infrastructure plan supported
by a robust environmental document.
Deliverables:
A written report that includes: (1) Project goals and
priorities; (2) Project strategy; and (3) Public outreach
plan.
2. Existing Actions: February 28, 2017
Conditions • Summarize transportation patterns
Analysis • Map and document transportation and utilities
infrastructure
• Identify transportation bottlenecks
• Identify local utility gaps
The City will conduct a detailed inventory of transportation
infrastructure and major travel patterns within the Study
Area.The team will collect AM and PM peak hour traffic
counts and use Synchro to analyze traffic operations at up
to 20 intersections in the study area.The intersections will
be finalized with input from Public Works staff, but could
include the following:
• Barker Road at:
o Trent Avenue
o Euclid Avenue (north)
o Euclid Avenue(south)
o Buckeye Avenue
o Riverway Avenue
o Indiana Avenue (north)
o Indiana Avenue (south)
o Mission Avenue
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o Boone Avenue
o Westbound 1-90 Ramps
o Eastbound 1-90 Ramps
• Flora at Trent
• Sullivan at Trent(north and south)
• Sullivan at Euclid
• Flora at Euclid
• Trent at Del Rey Drive
The team will map and document existing traffic patterns,
freight routes, rail access points,and sidewalks/bikeways
through the study area. Based on data analysis and
collaboration with the project team,existing deficiencies
and areas of concern will be identified and mapped for the
transportation network. In addition,the team will perform
a rail crossing analysis of the Barker Road/UPRR crossing to
understand delays and queuing.The City will reach out to
the utility providers in the area (water, electricity,gas,
sewer)to understand the capacity of the mains and
transmission lines in the area, identify potential plans to
upgrade infrastructure,and all existing mains, laterals, and
lines in the area.
Deliverables: Written report on the Existing Conditions
including maps and tables.
3. Comprehensive Actions: March 15,2017
Infrastructure • Review growth forecasts
Capacity and • Update travel model
Needs Assessment • Determine infrastructure needs
• Develop transportation and infrastructure options
The City will use the Community Prosperity alternative
from the Spokane Valley Comprehensive Plan along with
more detailed input from project team members and
landowners to update the SRTC regional travel demand
forecasting model for the study area.We will run the
model using three different future land use phases for the
study area:
• Phase 1—One manufacturing site (about 150 jobs
—at the corner of Barker and Euclid)
• Phase 2—Partial development of the study area
(will define with project team)
• Phase 3—Full buildout of the study area
Based on traffic forecasts from the travel model we will
update the Synchro model developed in Task 2 for each of
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the 3 phases.The team will identify reasonable future year
horizons for each of the three phases.
This task would also involve input from a technical
advisory committee(TAC) comprised of WSDOT, local land
owners,emergency services,and City staff.The model
update will include already planned changes to the
roadway network as defined by the team and TAC
members(e.g., reconfiguration of the 1-90 interchange).
We will use Synchro to evaluate traffic operations under
each phase at the intersections identified in Task 2.
Based on the results of the traffic operations analysis,we
will develop a draft set of mitigation measures to meet the
City's LOS standard.Where there are multiple options to
address capacity needs we will review these potential
projects with project team members. Based on team and
TAC input we will develop a finalized list of mitigation
measures for each phase of development.
As part of this Task,the project team will develop up to
three planning-level design concepts for the intersection of
Barker Road and Trent Avenue that would achieve a grade-
separated railroad crossing along Barker Road.This work
would be prepared to assist the Bridging the Valley team
assess potentially less-costly grade separation options that
are based on the latest traffic forecasts.
Deliverables: Updated travel model files,technical
calculations to identify appropriate impacts and mitigation
measures, draft configurations for the Trent/Barker
intersection,and draft infrastructure needs.
4. Environmental Actions: Draft EIS
Review • Identify potential impacts complete by June
• Develop mitigation measures 15, 2017
• Gain public input
• Discuss options with stakeholders
• Prepare technical evaluation to support EIS
This task would begin alongside with Task 3, and will
prepare the required analysis, public notice, and
documentation for an addendum to the City's
Comprehensive Plan Environmental Impact Statement
(EIS)document.This EIS addendum will focus on the
potential impacts and mitigation measures associated with
the more detailed transportation and infrastructure plan
required to support the major economic development
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Attachment A
potential of the Northeast Industrial Area.This task also
assumes presentations to the Spokane Valley Planning
Commission and City Council.
Deliverables: A Draft and Final Addendum to the
Comprehensive Plan EIS.
5. Develop Actions: June 30,2017
Infrastructure Plan • Review draft EIS findings
• Identify key infrastructure elements
• Develop planning-level cost estimates
• Develop a phasing plan to implement the
infrastructure
• Develop a financing strategy
Based on findings from the previous tasks and the
development phases identified above,the project team
will prepare a phased infrastructure plan. For each phase,
the Plan will identify improvements to be made to the
existing street network to mitigate transportation impacts
associated with development that were modeled in Task 3.
The plan will also include necessary utility and stormwater
upgrades for each phase.The Phased Plan will clearly
identify development thresholds (in terms of square
footage of new development)that will trigger key
infrastructure projects. For the purposes of developing this
scope,we anticipate three key projects, but this list may
change once more information on the trip generation and
traffic impacts are known:
• Widening of Barker Road between 1-90 and the
industrial area
• Major improvements at the Trent/Barker
intersection
• Major intersection improvements(additional
lanes, new signals, roundabout,etc.)at up to three other
intersections along the Barker Road corridor
The team will estimate costs of the transportation projects
associated with each phase of development.These will be
planning-level cost estimates and will need refinement in
the future prior to bidding out the projects. Based on the
cost estimates we will calculate the Northeast Industrial
Area's fair share of those project costs by considering the
portion of traffic generated by new development in the
study area that would use each new infrastructure project.
Fair share costs will be calculated on a cost per PM peak
hour vehicle trip generated by development.At this point,
it is expected that all utility costs will be borne by the
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Attachment A
individual developments when they come online, however,
if there are any potential regional utility upgrades
associated with the development in the Northeast
Industrial Area, unit costs can be developed in a similar
manner as the transportation costs.Once the preliminary
fair share costs are developed,we will meet with the TAC
to present the results and answer technical questions.
The project team will develop a comprehensive financing
strategy to pay or the remaining costs of infrastructure
projects associated with each phase of the plan not
covered by developers as part of the fair share project
costs.The financing plan will identify options such as a
local improvement district,transportation benefit district,
grants, leveraging Federal Aid Road designation,and
leveraging other state and regional resources.The
financing strategy will be presented as a draft for internal
City review and finalized based on staff comments.
Deliverables:A written report that includes: (1) Phased
infrastructure Plan; (2) Mitigation fair-share fee program
integrated with the EIS and PAO; and (3) Draft Planned
Action Ordinance.
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Attachment B
Budget
TASK GRANT AMOUNT
1. Project Initiation $5,000
2. Existing Conditions Analysis $19,200
3.Comprehensive Infrastructure Capacity and Needs Assessment $45,000
4.Environmental Review $21,000
5.Develop Infrastructure Plan $24,000
TOTAL $114,200
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