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Clallam County Department of Health and Human Services

Environmental Health Services 223 East 4th Street, Suite #14 Port Angeles, WA 98362-3015 Tel: 360-417-2328 Fax: 360-417-2583

REQUEST FOR PROPOSALS (RFP)

Issue Date: October 6, 2009

PROJECT TITLE: Do-It-Yourself Septic System Inspection Training Curriculum

PROPOSAL DUE DATE: November 3, 2009

EXPECTED TIME PERIOD FOR CONTRACT: December 2009 to December 2011

Table of Contents

I. Introduction ......................................................................................................2 Purpose Background Objectives Scope of Work Qualifications Cost Requirements Period of Performance

II. RFP Administrative Information & Schedule ....................................................6

III. Proposal Contents ...........................................................................................8

IV. Evaluation ......................................................................................................13 Scoring Information Debriefing for Unsuccessful Proposing Consultants Protest Procedure

V. Minimum Contract Requirements...................................................................15 General Requirements Insurance Requirements Grant Requirements

Exhibit A Clallam County OSS Work Group Recommendations

Exhibit B Certifications and Assurances

Exhibit C Example Professional Services Contract with Clallam County

Exhibit D Requirements for Federal Clean Water Act Section 319-Funded Grants

Exhibit E General Terms and Conditions of Ecology Grant Agreements

I. Introduction

Purpose Clallam County Division of Environmental Health, hereafter called “the County,” is soliciting proposals from qualified firms to develop a Do-It-Yourself (DIY) on-site septic system (OSS) inspection training curriculum for homeowners. The curriculum will include educational tools such as inspection manuals and training videos. The purpose of the training program is to teach homeowners how to operate, monitor, and maintain their septic systems safely and effectively and to enable homeowners to perform the routine OSS inspections now required by state health regulations.

The DIY septic system inspection training program will be one element of a DIY inspection system where homeowners are trained and certified by Clallam County to perform their own septic system inspections, complete the inspections, and then report their findings to the County via the internet. The County will test the DIY inspection system in a pilot project.

The goal of the DIY inspection activities is to have properly maintained and functioning OSS in Clallam County, in order to minimize contamination from OSS that can negatively affect water quality, public health, and natural resources.

Background Recent additions to the Washington State On-Site Sewage System Regulations now require local health jurisdictions (LHJs) to inform and educate homeowners about septic systems, and require OSS owners to ensure that their systems are inspected regularly and functioning properly. The LHJs must also track OSS inspections and enforce the inspection requirements.

WAC 246-272A-0015(1) requires LHJs in the twelve Puget Sound counties (including Clallam County) to write and implement an OSS management plan that includes (but is not limited to) the following activities:

(d) Facilitate education of homeowners regarding their responsibilities under this chapter and provide operation and maintenance information for all types of systems in use within the jurisdiction;

(e) Remind and encourage homeowners to complete the operation and maintenance inspections required by WAC 246-272A-0270;

(f) Maintain records required under this chapter, including of all operation and maintenance activities as identified; and

(g) Enforce OSS owner permit application, operation, monitoring and maintenance and failure repair requirements defined in WAC 246-272A-0200(1), 246-272A-0270, 246-272A-0275, and 246-272A-0280 (1) and (2);

RFP—DIY On-site Septic System Inspection Training Curriculum Pg. 2

WAC 246-272A-0270(1) requires the OSS owner to:

(d) Assure a complete evaluation of the system components and/or property to determine functionality, maintenance needs and compliance with regulations and any permits:

(i) At least once every three years for all systems consisting solely of a septic tank and gravity SSAS [subsurface soil absorption system];

(ii) Annually for all other systems unless more frequent inspections are specified by the local health officer;

Clallam County developed its OSS management plan in 2006–2007 with help from a stakeholder work group. The Clallam County OSS Work Group held a series of public meetings and provided recommendations to the County on issues such as how to implement the state’s OSS inspection requirements, and these recommendations were included in the Clallam County On-Site Septic System Management Plan (on the web at http://www.clallam.net/oss/index.html; see summary of recommendations in Exhibit A).

Feedback from stakeholders and citizens during the OSS management planning process indicated that engaging OSS owners in the long-term monitoring and maintenance of their systems would be essential to sustainable OSS management in Clallam County. In particular, many citizens felt strongly that the County should develop an OSS inspection training program to help homeowners meet their responsibilities under the state health regulations. Citizens wanted the flexibility to evaluate their own OSS or hire a professional to perform the inspections. The OSS Work Group agreed that homeowners should have the option to perform their own OSS inspections, with some important restrictions, and provided they successfully complete a County-approved training program. Specific Work Group recommendations on OSS inspections and homeowner training are found in the OSS management plan (see also Exhibit A).

The County finalized the OSS management plan in June 2007 and began to develop start-up programs. In 2008, the County contracted with the Washington Onsite Sewage Association (WOSSA) to assist with a pilot project to start developing the DIY inspection system. The County and WOSSA held DIY inspection trainings on a trial basis for owners of conventional gravity OSS and standard pressure OSS. The one-day trainings involved classroom and field instruction, and homeowners had to pass a written test to be certified to inspect their own system. Public interest in these pilot classes was high, and the County has a waiting list of individuals interested in taking future OSS inspection trainings.

Other LHJs in the Puget Sound region have established or are developing their own educational materials and classes. Although homeowner training and certification requirements vary among the counties and are still evolving, demand for OSS inspection training is strong in many jurisdictions, and resources to meet the demand are limited. Some LHJs have expressed interest in coordinating efforts to develop a standard homeowner training curriculum that could be adapted and used by jurisdictions across the region.

Clallam County has an opportunity to develop a DIY inspection training curriculum that will meet its own needs while assisting other LHJs. The County has received a grant from


http://www.clallam.net/oss/index.html

Washington Department of Ecology (ECY) to develop and evaluate a pilot program to inform and educate homeowners with OSS of their responsibilities to monitor and maintain their systems. Part of this grant-funded project is to develop a curriculum and implement an OSS inspection training program on a pilot scale, to measure its effectiveness through field and paper audits, and to document the results in a final project report. The pilot project will also test the feasibility of homeowners reporting their inspection results to the County via the internet. The pilot project could then be scaled up to a county-wide training, inspection, and reporting program for OSS owners in Clallam County and could serve as a model program for other jurisdictions.

The County is looking for creative approaches to build on existing educational materials and programs to develop a DIY inspection training curriculum that satisfies the needs of Clallam County and its homeowners, is consistent with the recommendations of the Clallam County OSS Work Group, and is also useful to other Puget Sound LHJs.

Objectives The objectives of this project are as follows:

• Develop a curriculum for teaching homeowners how to inspect their own septic system that is owned by the County and used by the County and other LHJs in a regional approach to homeowner training.

• Develop training tools (e.g., “how to inspect” manuals and videos) for inspecting conventional gravity OSS, pressurized distribution systems, mounds, and sand filters.

• Use resources wisely, taking advantage of existing training tools when appropriate and focusing efforts on the greatest needs.

• Test the developed materials in a pilot project; up to 200 homeowners will proceed through the course, be evaluated on how well they conducted their own inspection, and report their findings to Clallam County via the internet.

• Evaluate the feasibility of the DIY inspection program: successes and shortcomings, cost effectiveness, and applicability for other LHJs.

• Share the findings of the pilot project with the Clallam County OSS Work Group, ECY, Washington Department of Health (DOH), and Puget Sound LHJs.

Scope of Work The scope of work outlined below will be refined in cooperation with the selected Consultant. The project encompasses the following tasks:

• Research the extent and nature of the kinds of educational and training materials (i.e. manuals, videos, websites, etc.) that exist and are focused on DIY OSS inspections.

• Under County direction, work with a group of LHJ staff (i.e. other environmental health departments) from the Puget Sound region to collect and synthesize ideas on an educational program that could be applied on a regional scale.


• After consultation with the County to agree on which mediums to use, develop a set of educational tools which could include but may not be limited to OSS operation and maintenance manuals for homeowners, DVDs, and online training courses that cover a range of OSS types (see Objectives) and explain and illustrate the OSS inspection process, for example: making a septic system accessible for evaluation, septic tank evaluations, distribution box troubleshooting, cleaning an outlet baffle screen, troubleshooting pumps and pump chambers, flushing pressurized drain field lines, and health and safety concerns.

• Develop a written test or other competency examination that gauges how well the homeowner assimilated the information presented in the training session.

• Develop a process to evaluate the success of the training tools and classes; the County will apply the evaluation process to the pilot-scale DIY inspection program (pilot project).

• Compile curriculum elements (training materials, course syllabus, test, class evaluation forms, etc.) and evaluation methods into a draft training plan, present the draft plan to the LHJ work group and the Clallam County OSS Work Group, and revise the curriculum based on feedback.

• Hold one or more “train the trainer” sessions to teach County and other LHJ staff how to use the educational tools in teaching DIY OSS inspection classes.

• Provide technical support as the County implements the pilot DIY inspection program.

Qualifications To be considered qualified to perform this project, the Consultant must meet the following requirements:

• The Consultant must be licensed to do business in the State of Washington.

• The Consultant must have proven expertise in designing and facilitating public outreach and education processes. The Consultant must demonstrate the ability to produce written (and other) material for classroom instruction as well as web-based materials, and to evaluate study design and study results.

• The Consultant must have the ability to understand the roles of interested parties, including the County, ECY, DOH, local governments, and stakeholders, and to ensure opportunities for all parties to participate in homeowner training curriculum development.

• The Consultant must have experience preparing plans, guidance documents, or other complex written reports and be knowledgeable about the public review process.

• The Consultant must be a capable project manager. The Consultant must show in its proposal an understanding of the work described herein and its ability to organize and complete the work on schedule and within budget. Selected reference checks with current or former clients should corroborate the proposal material.


• There must be no affiliation with funding agencies, contractors, suppliers, manufacturers, or any interest that could be construed as a conflict of interest to the project.

• The consultant must be a professional firm covered by all necessary insurances including commercial general liability, business auto liability, and professional liability coverage. Section V of this RFP and Attachment D of Exhibit C contain more detailed insurance requirements.

• The Consultant must be eligible to receive federal funds and must be able to comply with the project management requirements and terms and conditions of the County’s grant agreement with ECY (see Exhibits D and E).

In addition, the Consultant needs to understand the technical subject matter and the legal and regulatory context of the project. A working knowledge of OSS design, installation, operation, maintenance, and monitoring is desirable, as is a familiarity with applicable local and state laws and regulations. Prior experience working with local health jurisdictions would be beneficial.

Cost Requirements The budget for this project must not exceed $60,000. Funding for this project comes from the State Centennial Clean Water Fund and Federal Clean Water Act Section 319 Nonpoint Source Fund and is provided through a grant from ECY (grant number G0900091). Any contract awarded as a result of this procurement is contingent upon the availability of funding. In the event additional funding becomes available, the contract awarded may be extended for a period of up to one year, and/or provide for, additional services under the scope of work.

The County will not be liable for any costs incurred by a Consultant in preparation of a proposal submitted in response to this RFP, in conduct of a presentation, or any other activities related to responding to this RFP.

Period of Performance The period of performance of any contract resulting from this RFP is tentatively scheduled to begin on or about December 29, 2009 and to end on December 31, 2011. Amendments extending the period of performance, if any, shall be at the sole discretion of the County.

II. RPF Administrative Information & Schedule The RFP Coordinator for Clallam County is the sole point of contact for this procurement. All communication between proposing Consultants and Clallam County shall be with the RFP Coordinator, Liz Maier, tel 360-417-2543, fax 360-417-2313, e-mail [email protected] or at the following mailing address: Clallam County Environmental Health Division, 223 East 4th Street, Suite 14, Port Angeles, WA 98362.


Proposing Consultants are to rely on written statements issued by the RFP Coordinator. Any other communication will be considered unofficial and non-binding on the County. Communication directed to parties other than the RFP Coordinator may result in disqualification of the Consultant. The RFP Coordinator reserves the right to contact a Consultant for clarification of its proposal.

It is the responsibility of the proposing Consultant to notify the RFP Coordinator of its interest and to provide the RFP Coordinator with a valid contact e-mail address by Monday, October 19, 2009, to ensure that the proposing Consultant will receive any RFP addenda and other e-mail communications. Failure to supply contact information will exclude the proposing Consultant from receiving important updates and may result in the rejection of the proposal as non-responsive.

Proposing Consultants may submit written requests for clarification of the RFP to the RFP Coordinator; questions must be received by 3:00 p.m. local time on October 19, 2009. Answers to questions will be consolidated into a single set of responses and e-mailed to all proposing Consultants. In the event of a discrepancy between a Consultant’s and the RFP Coordinator’s interpretation of issues raised in the question and answer process, the RFP Coordinator’s decision shall be considered final and conclusive.

The complete schedule for contract procurement follows. In the event it becomes necessary to revise any part of this RFP, addenda will be provided to all proposing Consultants by October 23, 2009. The County also reserves the right to cancel or to reissue the RFP in whole or in part, prior to final execution of a contract.

Proposing Consultants are required to submit six (6) paper copies of their proposal and one (1) electronic version of their proposal on CD ROM. Address proposals to the Board of Clallam County Commissioners, 223 East 4th Street, Suite 4, Port Angeles, Washington, 98362 or deliver by hand to 223 East 4th Street, Room 150, Port Angeles, Washington. The envelope should be sealed and clearly marked with “Proposal—DIY Septic System Inspection Training Curriculum.” At least one paper copy must have original signatures. The CD with the electronic copy must be received with the paper copies.

Proposals, whether mailed or hand-delivered, must be received by 10:00 a.m. on Tuesday, November 3, 2009. Proposals delivered to other offices and received late by the Commissioners' Office will not be considered.


Milestone Date Issue RFP October 6, 2009 Notice of Intent to Propose and Questions Due October 19, 2009 Response to Questions October 23, 2009 Issue RFP Addendum (if applicable) October 23, 2009 Proposal Due Date November 3, 2009 Evaluation of Proposals November 4–13, 2009 Selection of interview candidates November 13, 2009 Interviews/presentations November 17–19, 2009 Announce successful proposing consultant November 20, 2009 Notify unsuccessful proposing consultants November 24, 2009 Negotiate contract Nov. 20–Dec.11, 2009 Contract approval target December 29, 2009 Implementation period December 29, 2009 – December 31,

2011 Note: The County reserves the right to adjust this schedule as necessary.

III. Proposal Contents Proposals must be submitted on letter-sized paper, copied on both sides when practical, with each of the following four sections:

1. Letter of Submittal 2. Technical Proposal (Scored as described in next section.) 3. Management Proposal (Scored as described in next section.) 4. Cost Proposal (Scored as described in next section.)

Elements marked “mandatory” must be included as part of the proposal for the proposal to be considered responsive; these items are not scored. Note that Consultants are encouraged to submit proposals that are consistent with local government and other efforts to conserve resources.

A) LETTER OF SUBMITTAL (Mandatory)

The Letter of Submittal and the attached Certifications and Assurances form (Exhibit B) must be signed and dated by a person authorized to legally bind the Consultant to a contractual relationship, e.g., the President or Executive Director if a corporation, the managing partner if a partnership, or the proprietor if a sole proprietorship. Along with introductory remarks, the Letter of Submittal is to include by attachment the following information about the Consultant and any proposed subcontractors:

1. Name, address, principal place of business, telephone number, and fax number/e-mail address of legal entity or individual with whom contract would be written.


2. Name, address, and telephone number of each principal officer (President, Vice President, Treasurer, Chairperson of the Board of Directors, etc.).

3. Legal status of the Consultant (sole proprietorship, partnership, corporation, etc.) and the year the entity was organized to do business as the entity now substantially exists.

4. Federal Employer Tax Identification number or Social Security number and the Washington Uniform Business Identification (UBI) number issued by the State of Washington Department of Revenue.

5. Location of the facility from which the Consultant would operate. 6. Identify any Clallam County employees or former Clallam County employees

employed or on the firm’s governing board as of the date of the proposal. Include their position and responsibilities within the Consultant’s organization. If following a review of this information, it is determined by the County that a conflict of interest exists, the Consultant may be disqualified from further consideration for the award of a contract.

B) TECHNICAL PROPOSAL (Scored)

The SCOPE of a technical proposal should include the following TASKS:

TASK 1. Initial Planning—Meet with the County to determine or review a. Project objectives b. Schedule c. Budgets d. Background information and available data e. Work group composition f. Ground rules for public involvement process

TASK 2. Investigate existing and develop preferred options for Homeowner Educational – Training Course Curriculum

a. Review and analyze existing data, training and educational material, technical literature, and other relevant information to determine the kind and usefulness of training materials or programs that already exist. Report the findings to the County.

b. Coordinating with the County, meet with existing LHJs work group to get comments and ideas about an ideal regional homeowner training program. Develop summary of ideas from the meeting.

c. Develop a summary fact sheet on the feasibility of a homeowner education program including a list of tools (e.g., classroom materials, video/DVD, web-based material, other) that could be used. Provide preferred options with estimated development costs for each listed tool and/or option included in the fact sheet.

d. In consultation with the County, decide on a preferred option.

e. Prepare a brief report summarizing the recommendations.


f. Maintain close communications with the County’s project manager throughout the planning process.

TASK 3. Homeowner Educational – Training Course Curriculum a. Develop a draft training plan that includes training materials (written,

videos/DVDs, etc.), course syllabus, test, class evaluation forms. All material will be reviewed by the County prior to release.

b. Present the draft training plan at one or more LHJ work group meetings and revise the draft based on input from the work group and the County.

c. Present the draft plan to the Clallam County On-site Septic System Work Group and, if appropriate, incorporate the OSS Work Group’s comments into the final draft planning document.

d. Include information on how to evaluate the effectiveness of the educational program.

e. Finalize and submit the plan to Clallam County no later than June 30, 2010.

f. Produce additional hard copies for ECY, DOH, LHJs, and other stakeholders.

g. Hold at least one “train the trainer” session to teach County and other LHJ staff how to use the curriculum.

h. Provide technical support as the County implements the pilot-scale DIY inspection program (pilot project).

The CONTENT of a technical proposal must contain a comprehensive description of services including the following elements:

1. Project Approach/Methodology—Include a complete description of the Consultant’s proposed approach and methodology for the project. This section should convey that the Consultant fully understands the proposed project.

2. Work Plan—Include all project requirements and the proposed tasks, services, activities, etc. necessary to accomplish the scope of the project defined in this RFP. This section of the technical proposal must contain sufficient detail to convey to members of the evaluation team the Consultant’s knowledge of the subjects and skills necessary to successfully complete the project. Include a timeline and any required involvement of subcontractors, project partners, and/or County staff. The Consultant may also present creative approaches that might be appropriate and provide pertinent supporting documentation.

3. Deliverables—Fully describe deliverables to be submitted under the proposed contract. All final electronic files generated as part of the project shall be submitted to the County. The County shall own all copyrights and have complete ownership of the material. Any web-based material developed must be compatible and consistent with the County’s web service.


4. Project Schedule—Include a project schedule indicating when work elements will be completed and when deliverables will be provided.

C) MANAGEMENT PROPOSAL

1. Project Management (Scored) a. Project Team Structure/Internal Controls—Provide a description of the

proposed project team structure and internal controls to be used during the course of the project, including any subcontractors. Provide an organizational chart of your firm (or firms) indicating lines of authority for personnel involved in performance of this potential contract and relationships of this staff to other programs or functions of the firm(s). This chart must also show lines of authority to the next senior level of management. Include who within the firm(s) will have prime responsibility and final authority for the work.

b. Staff Qualifications/Experience—Identify staff, including subcontractors, who will be assigned to the potential contract, indicating the responsibilities and qualifications of such personnel, and include the amount of time each will be assigned to the project. Provide resumes for the named staff, which include information on the individual’s particular skills related to this project, education, experience, significant accomplishments and any other pertinent information. The Consultant must commit that staff identified in its proposal will actually perform the assigned work. Any staff substitution must have the prior approval of the County.

2. Experience of the Consultant (Scored) a. Describe the experience the Consultant and any subcontractors have in the

following areas: developing educational and training tools and curricula, including printed materials, presentations, videos, web-based material, or other formats; translating technical or complex information for the public; researching, evaluating, and synthesizing content; designing and implementing effectiveness or feasibility assessments; working with stakeholders in a public involvement process; and writing plans, guidance documents, and reports.

b. Indicate other relevant experience that has prepared the Consultant, and any subcontractors, for the performance of the potential contract.

c. Provide up to five examples that demonstrate proven success working on projects germane to this RFP. Each example must be limited to two single-sided pages or one double-sided page.

d. Include a list of contracts the Consultant has had during the last five years that relate to the Consultant’s ability to perform the services needed under this RFP. List contract reference numbers, contract period of performance, contact persons, telephone numbers, and e-mail addresses.


3. References (Mandatory) List names, addresses, telephone numbers, and e-mail addresses of three business references for which work has been accomplished and briefly describe the type of service provided. The Consultant must grant permission to the County to contact the references. Do not include current Clallam County staff as references. References will be contacted for the top-scoring proposals only.

4. Related Information (Mandatory) a. If the Consultant or any subcontractor contracted with the State of

Washington or Clallam County during the past 24 months, indicate the name of the agency, the contract number and project description and/or other information available to identify the contract.

b. If the Consultant’s staff or subcontractor’s staff was an employee of the State of Washington or Clallam County during the past 24 months, or is currently a Washington state or Clallam County employee, identify the individual by name, the agency previously or currently employed by, job title or position held and separation date.

c. If the Consultant has had a contract terminated for default in the last five years, describe such incident. Termination for default is defined as notice to stop performance due to the Consultant’s non-performance or poor performance and the issue of performance was either (a) not litigated due to inaction on the part of the Consultant, or (b) litigated and such litigation determined that the Consultant was in default.

d. Submit full details of the terms for default including the other party's name, address, and phone number. Present the Consultant’s position on the matter. The County will evaluate the facts and may, at its sole discretion, reject the proposal on the grounds of the past experience. If no such termination for default has been experienced by the Consultant in the past five years, so indicate.

5. OMWBE Certification (Optional, not scored) Include proof of certification issued by the Washington State Office of Minority and Women-Owned Business if certified minority-owned firm and/or women-owned firm(s) will be participating on this project.

D) COST PROPOSAL (Scored)

The maximum fee for this contract must be $60,000 or less to be considered responsive to this RFP.

The evaluation process is designed to award this procurement not necessarily to the Consultant of least cost, but rather to the Consultant whose proposal best meets the requirements of this RFP.

Identify all costs including expenses to be charged for performing the services necessary to accomplish the objectives of the contract within the proposed timeframe. The Consultant is to submit a fully detailed budget by task including


burdened staff rate and any expenses necessary to accomplish each task and to produce the deliverables under the contract. Consultants are required to collect and pay Washington state sales tax, if applicable.

Costs for subcontractors are to be broken out separately. Please note if any subcontractors are certified by the Office of Minority and Women’s Business Enterprises.

IV. Evaluation

Scoring Information As stated above, the evaluation process is designed to award this procurement not necessarily to the Consultant of least cost, but rather to the Consultant whose proposal best meets the requirements of this RFP. Responsive proposals will be evaluated strictly in accordance with the requirements stated in this solicitation and any addenda issued. Proposals will be evaluated by an evaluation team including project partners at minimum, which will determine the ranking of the proposals. Team members will assign points for technical proposal, management proposal, and cost proposal sections (scored sections described above):

Technical Proposal – 40% Project Approach/Methodology 10 points (maximum) Quality of Work Plan 20 points (maximum) Project Schedule 5 points (maximum) Project Deliverables 5 points (maximum)

40 points

Management Proposal – 40% Project Team Structure/Internal Controls 8 points (max) Staff Qualifications/Experience 7 points (max) Experience of the Consultant 25 points (max) Mandatory Elements Must be met

40 points

Cost Proposal – 20%

20 points

TOTAL FOR WRITTEN PROPOSALS 100 points The County, at its sole discretion, may elect to select the top-scoring firms as finalists for an oral presentation. Should the County elect to hold oral presentations it will contact the top-scoring firm(s) to schedule a date, time, and location. Commitments made by Consultants at the oral interview, if any, will be considered binding.


Debriefing of Unsuccessful Proposing Consultants Upon request, a debriefing conference will be scheduled with an unsuccessful proposing Consultant. The request for a debriefing conference must be received by the RFP Coordinator within three (3) business days after the Notification of Unsuccessful Consultant letter is e-mailed to the Consultant. The debriefing must be held within three (3) business days of the request. Discussion will be limited to a critique of the requesting Consultant’s proposal and/or oral interview. Comparisons between proposals or evaluations of the other proposals will not be allowed. Debriefing conferences may be conducted in person or on the telephone and will be scheduled for a maximum of one hour.

Protest Procedure This procedure is available to Consultants who submitted a response to this solicitation document and who have participated in a debriefing conference. Upon completing the debriefing conference, the Consultant is allowed three (3) business days to file a protest of the acquisition with the RFP Coordinator. Protests may be submitted by facsimile, but should be followed by the original document. Consultants protesting this procurement shall follow the procedures described below. Protests that do not follow these procedures shall not be considered. This protest procedure constitutes the sole administrative remedy available to Consultants under this procurement. All protests must be in writing and signed by the protesting party or an authorized Agent. The protest must state the grounds for the protest with specific facts and complete statements of the action(s) being protested. A description of the relief or corrective action being requested should also be included. All protests shall be addressed to the RFP Coordinator.

Only protests stipulating an issue of fact concerning the following subjects shall be considered:

• A matter of bias, discrimination or conflict of interest on the part of the evaluator. • Errors in computing the score. • Non-compliance with procedures described in the procurement document or

County policy. Protests not based on procedural matters will not be considered. Protests will be rejected as without merit if they address issues such as: 1) an evaluator’s professional judgment on the quality of a proposal, or 2) the County’s assessment of its own and/or other agencies needs or requirements. Upon receipt of a protest, a protest review will be held by the County. The County Administrator or an employee delegated by the Administrator who was not involved in the procurement will consider the record and all available facts and issue a decision within five


business days of receipt of the protest. If additional time is required, the protesting party will be notified of the delay. In the event a protest may affect the interest of another Consultant which submitted a proposal, such Consultant will be given an opportunity to submit its views and any relevant information on the protest to the RFP Coordinator. The final determination of the protest shall:

• Find the protest lacking in merit and uphold the County’s action; or • Find only technical or harmless errors in the County’s acquisition process and

determine the County to be in substantial compliance and reject the protest; or • Find merit in the protest and provide the County options which may include:

o Correct the errors and re-evaluate all proposals, and/or o Reissue the solicitation document and begin a new process, or o Make other findings and determine other courses of action as appropriate.

If the County determines that the protest is without merit, the County will enter into a contract with the apparently successful contractor. If the protest is determined to have merit, one of the alternatives noted in the preceding paragraph will be taken.

V. Minimum Contract Requirements

General Requirements All proposals and any accompanying documentation will become a part of the official procurement file on this matter without obligation to the County. The County reserves the right to make an award without further discussion of the proposal submitted. Therefore, the proposal should be submitted initially on the most favorable terms which the Consultant can propose. There will be no best and final offer procedure. Contract negotiations may incorporate some or all of the Consultant’s entire proposal, and the proposing Consultant should be prepared to accept this RFP for incorporation into a contract resulting from this RFP. The County reserves the right to contact a Consultant for clarification of its proposal.

The apparent successful contractor will be expected to enter into a contract with the County which is substantially the same as the contract template and its terms and conditions attached as Exhibit C. In no event is a Consultant to submit its own standard contract terms and conditions in response to this solicitation. The Consultant may submit exceptions as allowed in the Certifications and Assurances section, Exhibit B to this solicitation. The County will review requested exceptions and accept or reject the same at its sole discretion.

The selected Consultant will be responsible for all services required in the scope including any subconsultant services. The County shall have the right to approve any subconsultants to the Consultant.


The Chair of the Board of Clallam County Commissioners or his/her delegate is the only individual who may legally commit the County to the expenditures of funds for a contract resulting from this RFP. No cost chargeable to the proposed contract may be incurred before receipt of a fully executed contract.

Insurance Requirements The Contractor (and any subcontractor) is to furnish the County with a certificate(s) of insurance executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements set forth below. The Contractor shall, at its own expense, obtain and keep in force insurance coverage which shall be maintained in full force and effect during the term of the contract. The Contractor shall furnish evidence in the form of a Certificate of Insurance that insurance shall be provided, and a copy shall be forwarded to the County Project Manager within twenty (20) days of the contract effective date. Liability Insurance

1) Commercial General Liability Insurance: Contractor shall maintain general

liability (CGL) insurance and, if necessary, commercial umbrella insurance, with a limit of not less than $1,000,000 per each occurrence. If CGL insurance contains aggregate limits, the General Aggregate limit shall be at least twice the “each occurrence” limit. CGL insurance shall have products-completed operations aggregate limit of at least two times the “each occurrence” limit. CGL insurance shall be written on ISO occurrence from CG 00 01 (or a substitute form providing equivalent coverage). All insurance shall cover liability assumed under an insured contract (including the tort liability of another assumed in a business contract), and contain separation of insureds (cross liability) condition.

Additionally, any subcontracts shall provide that the subcontractor is bound by the terms of the agreement between the County and the Contractor.

2) Business Auto Policy: As applicable, the Contractor shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit not less than $1,000,000 per accident. Such insurance shall cover liability arising out of “Any Auto.” Business auto coverage shall be written on ISO form CA 00 01, 1990 or later edition, or substitute liability form providing equivalent coverage.

Additional Provisions

Above insurance policy shall include the following provisions:

1. Additional Insured. Clallam County, 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 contract shall be primary as to any other insurance or self-insurance programs afforded to or maintained by the County.


2. Cancellation. Clallam County shall be provided written notice before cancellation or non-renewal of any insurance referred to therein, in accord with the following specifications. Insurers subject to 48.18 RCW (Admitted and Regulation by the Insurance Commissioner): The insurer shall give the County 45 days advance notice of cancellation or non-renewal. If cancellation is due to non-payment of premium, the County shall be given 10 days advance notice of cancellation. Insurers subject to 48.15 RCW (Surplus lines): The County shall be given 20 days advance notice of cancellation. If cancellation is due to non-payment of premium, the County shall be given 10 days advance notice of cancellation.

3. Identification. Policy must reference the County’s name and contract number.

4. 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 the Clallam County Risk Manager, before the contract 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 chapter 284-15 WAC.

5. Excess Coverage. By requiring insurance herein, the County 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 the County in this contract.

Worker’s Compensation Coverage The Contractor will at all times comply with all applicable workers’ compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable. The County will not be held responsive in any way for claims filed by the Contractor or their employees for services performed under the terms of this contract.

Grant Requirements This project is supported by state and federal funds through a grant from ECY. The selected Consultant shall comply with the project management requirements and terms and conditions of the funding agreement between the County and ECY (see Exhibits D and E).


Exhibit A

1

Final Work Group Recommendations April 23, 2007

OSS Inspections The Work Group believed the frequency of the state’s OSS inspection requirements is adequate. (Conventional gravity

systems must be inspected at least once every three years, and all other systems must be inspected at least once every year). The Work Group did not recommend more frequent inspection requirements.

For conventional gravity systems (which are required by state law to be inspected every 3 years), OSS owners who have received County-approved training may inspect their own systems.

For pump systems (which are required by state law to be inspected annually) OSS owners who have received County-approved training may inspect their own systems, unless the manufacturer requires more frequent inspections and/or requires a certified inspector.

The County should coordinate with the Washington On-Site Sewage Association (WOSSA) to develop the training for OSS owners. The County should pursue grants to offsets some of the owners’ costs for the trainings. Separate training should be offered for owners of conventional gravity systems and pump systems. All trainings should include:

Hands-on training (as opposed to classroom or video instruction only); A certification process to denote who has successfully completed the course and when the certification must be

updated through a refresher course. For any properties that do not have an as-built diagram for their property, a professional inspection will be required

before the owner can begin conducting their own inspections. For community and commercial OSS, annual professional inspections should be required.

If owners of community or commercial systems can demonstrate that their waste production is comparable to typical single-family residential volumes and strength, and if the owners have received County-approved training, they may inspect their own systems.

Any fee or assessment for these systems would need to be based on volume and/or strength of waste so that it is comparable to the assessments or fees paid by homeowners.

Marine Recovery Areas One MRA should be designated, with the same boundaries as the existing Clean Water District. OSS owners within the Marine Recovery Area should be required to get a professional inspection as the first inspection

required under the new OSS plan. After this initial professional inspection, OSS owners who have received County-approved training may inspect their own systems.

Clallam County should review its siting and design requirements for OSS in the MRA and revise them if necessary to address the specific environmental concerns in the MRA.

The MRA should be a high priority for water quality monitoring to assist the County in early identification of failing OSS.

Sensitive Areas The following areas should be listed as sensitive areas in the OSS Management Plan:

Lake Sutherland (and its drainages) Lake Pleasant Lake Crescent Lake Ozette The Carlsborg area Frequently Flooded Areas Commercial and Recreational Shellfish Growing Areas

Clallam County should review its siting and design requirements for OSS in sensitive areas and revise them if necessary to address the specific environmental concerns in each sensitive area.

Sensitive areas should be high priorities for water quality monitoring to assist the County in early identification of failing OSS.

2

The plan should be flexible enough to allow the County to identify new sensitive areas if data show that OSS are posing increased public health risks. The County should track all water quality monitoring data collected in the County, including Streamkeepers and Surfriders water quality monitoring data.

Compliance

The County’s compliance program should include five basic elements: 1) A strong education program that informs OSS owners of the new requirements and the benefits of maintaining and

inspecting their OSS. 2) Incentives to encourage OSS owners to inspect their systems and supply the required reports to the County. The

County should consider fee-based incentives (e.g. lower fees or assessments for those who submit required reports and higher fees or assessments for those who do not). Financial assistance should also be provided to low-income OSS owners.

3) Simple reporting requirements. Required forms should be easy to complete and return to the County. 4) Risk-based prioritization for compliance actions. The County should prioritize its efforts based on risk to public health

and the environment. Thus, the County’s highest priorities should be systems that are on shorelines, OSS near wells that could contaminate drinking water, etc.

5) Penalties as a last resort to achieve compliance. Penalties should only be issued after warnings have been given and after education, incentives and other compliance actions have failed.

The County should require proof of compliance when County permits are issued, including: Building Permits; Land Division (e.g. short plats, long plats, conditional use permits, site plans); Variances to Critical Areas Ordinance or Certificate of Compliance to Critical Areas Ordinance; Shoreline Permits; Food Establishment Permits (new or renewal); Certificate of Occupancy for commercial building permits;

The County should require a seller to submit proof of a successful professional OSS inspection prior to the transfer or sale of property.

Financing The County should be funded to do the following tasks, in accordance with the new state law:

Developing and maintaining a database of records for all known OSS in the County; Ensuring compliance with state inspection and repair requirements; Providing ongoing education for OSS owners regarding proper OSS operation and maintenance; Identifying areas where OSS could pose an increased public health risk, and developing risk-based operations and

maintenance (O&M) requirements; Designating a Marine Recovery Area (MRA) in land areas where OSS contribute to marine water quality problems,

and developing a strategy for OSS management in the MRA; Identifying existing failing systems in a MRA, and ensuring that the owner completes the necessary repairs; and Identifying all unknown OSS within a MRA by 2012.

Funding should also be provided for: Financial assistance to low-income OSS owners to offset increased inspection costs; Low-interest loans for OSS owners to pay for OSS repair and replacement; Financial incentives to increase compliance with new inspection requirements. However, funding devoted to

incentives needs to balance the need to keep the fee or assessment as low as possible. A fee or assessment should be collected via the property tax billing and collection process. All fees collected should be

designated exclusively for implementation of the OSS plan; no funds should be diverted to the County’s general fund. The fee should be assessed to all OSS in the County, but not to those on sewer systems. The fee should be in the range of $10-20 per year ($1.00 to $1.50 per month).

Exhibit B

CERTIFICATIONS AND ASSURANCES (to be signed by all partners, if proposal is jointly prepared)

I/we make the following certifications and assurances as a required element of the proposal to which it is attached, understanding that the truthfulness of the facts affirmed here and the continuing compliance with these requirements are conditions precedent to the award or continuation of the related contract(s):

1. I/we declare that all answers and statements made in the proposal are true and correct.

2. The prices and/or cost data have been determined independently, without consultation, communication, or agreement with others for the purpose of restricting competition. However, I/we may freely join with other persons or organizations for the purpose of presenting a single proposal.

3. The attached proposal is a firm offer for a period of 60 days following receipt, and it may be

accepted by the County without further negotiation (except where obviously required by lack of certainty in key terms) at any time within the 60-day period.

4. In preparing this proposal, I/we have not been assisted by any current or former employee

of Clallam County whose duties relate (or did relate) to this proposal or prospective contract, and who was assisting in other than his or her official, public capacity. (Any exceptions to these assurances are described in full detail on a separate page and attached to this document.)

5. I/we understand that the County will not reimburse me/us for any costs incurred in the

preparation of this proposal. All proposals become the property of the County, and I/we claim no proprietary right to the ideas, writings, items, or samples, unless so stated in this proposal

6. Unless otherwise required by law, the prices and/or cost data which have been submitted

have not been knowingly disclosed by me/us and will not knowingly be disclosed by me/us prior to opening, directly or indirectly to any other proposing Consultant or to any competitor.

7. I/we agree that submission of the attached proposal constitutes acceptance of the

solicitation contents and the attached sample contract and general terms and conditions. If there are any exceptions to these terms, I/we have described those exceptions in detail on a page attached to this document.

8. No attempt has been made or will be made by me/us to induce any other person or firm to

submit or not to submit a proposal for the purpose of restricting competition. _____________________________________________________________________ Signature of proposing Consultant Date _____________________________________________________________________ Title Name of Firm

Exhibit C

PERSONAL SERVICES AGREEMENT

Contract Number:

THIS AGREEMENT is entered into between CLALLAM COUNTY, a political subdivision of the State of Washington, (hereinafter called "County" or "Clallam County") and

Name:

Address:

Phone No: (hereinafter called "Contractor").

This Agreement is comprised of:

Attachment A – Scope of Work

Attachment B – Compensation

Attachment C – General Conditions

Attachment D – Special Terms and Conditions

Attachment E – (specify)

copies of which are attached hereto and incorporated herein by this reference as if fully set forth.

The term of this Agreement shall commence on the day of 2009 and shall, unless terminated as provided elsewhere in the Agreement, terminate on the day of 20

IN WITNESS WHEREOF, the parties have executed this Agreement on this day of 2009

CONTRACTOR:

Print name:

Title: ____________________________________ Date: 2009 ATTEST:

_________________________________________ Trish Holden, CMC, Clerk of the Board Originals: BOCC Vendor Initiating Department Copies: 5

BOARD OF CLALLAM COUNTY COMMISSIONERS

Howard V. Doherty, Jr., Chair

THIS CONTRACT HAS BEEN APPROVED AS TO FORM BY THE CLALLAM COUNTY PROSECUTING ATTORNEY

PERSONAL SERVICES AGREEMENT ATTACHMENT A

SCOPE OF WORK

ATTACHMENT A Page 1

PERSONAL SERVICES AGREEMENT ATTACHMENT B

COMPENSATION 1. a. FIXED FEE FOR SERVICE: For services rendered, the County shall pay to the Contractor a fixed fee of DOLLARS ($ ) for the completed work set forth in Attachment “A.”. Payments for completed tasks shall be made no more frequently than monthly; quarterly; semi-annually; annually; at completion of project; other (specify) . Each request for payment shall be supported by an invoice specifying the tasks completed up to the request for payment and the payment amount requested. In no event shall payment be sought in an amount which represents a percentage of the fee greater than the percentage of completed tasks. OR

b. HOURLY RATES: For services rendered, the County shall compensate the Contractor at the following hourly rates: Name/Position Hourly Rate Payments for completed tasks shall be made no more frequently than monthly; quarterly; semi-annually;

annually; at completion of project; other (specify) . Each request for payment shall be supported by an invoice specifying: the name/position of the Contractor’s employee if two or more are identified above; number of hours worked; completed tasks for which compensation is sought; estimated percentage of task completion; payment amount requested; other (specify) . In no event shall Contractor be compensated in excess of DOLLARS ($ ) for the completed work set forth in Attachment “A.” 2. AND

a. The compensation set forth herein includes, without limitation: labor, materials, equipment, travel, telephone, computer, copiers and the like. OR

b. The County shall reimburse the Contractor for actual expenses incurred for travel, telephone, copiers and computer. Reimbursement for airfare, mileage, meals and/or accommodations shall be at the same rate as that applicable to county employees traveling on county business. OR

c. Other (specify):

ATTACHMENT B Page 1

PERSONAL SERVICES AGREEMENT ATTACHMENT C

GENERAL CONDITIONS

1. Scope of Contractor's Services. The Contractor agrees to provide to the County services and any materials set forth in the project narrative identified as Attachment A during the agreement period. No material, labor, or facilities will be furnished by the County, unless otherwise provided for in the Agreement.

2. Accounting and Payment for Contractor Services. Payment to the Contractor for services rendered under this Agreement shall be as set forth in Attachment B. Unless specifically stated in Attachment B, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in the performance of this contract.

The County shall compensate the Contractor through the County voucher system for the Contractor's service pursuant to the fee schedule set forth in Attachment B.

3. Delegation and Subcontracting. Contractor's services are deemed personal and no portion of this contract may be delegated or subcontracted to any other individual, firm or entity without the express and prior written approval of the County Project Manager.

4. Independent Contractor. The Contractor's services shall be furnished by the Contractor as an independent contractor and nothing herein contained shall be construed to create a relationship of employer/employee or master/servant.

The Contractor acknowledges that the entire compensation for this Agreement is specified in Attachment B and the Contractor is not entitled to any county benefits including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental or other insurance benefits, or any other rights or privileges afforded to Clallam County employees. The Contractor represents that it maintains a separate place of business, serves clients other than the County, will report all income and expense accrued under this contract with the Internal Revenue Service on a business tax schedule, and has a tax account with the State of Washington Department of Revenue for payment of all sales and use and Business and Occupation taxes collected by the State of Washington.

In the event that either the state or federal government determines that an employer/employee or master/servant relationship exists rather than an independent contractor relationship such that Clallam County is deemed responsible for federal withholding, social security contributions, workers compensation and the like, the Contractor agrees to reimburse Clallam County for any payments made or required to be made by Clallam County. Should any payments be due to the Contractor pursuant to this Agreement, the Contractor agrees that reimbursement may be made by deducting from such future payments a pro rata share of the amount to be reimbursed.

Notwithstanding any determination by the state or federal government that an employer/employee or master/servant relationship exists, the Contractor, its officers, employees and agents, shall not be entitled to any benefits which Clallam County provides to its employees.

5. No Guarantee of Employment. The performance of all or part of this contract by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any subcontractor or any employee of any subcontractor by the County at the present time or in the future.

6. Regulations and Requirements. This Agreement shall be subject to all federal, state and local laws, rules, and regulations.

7. Right to Review. This contract is subject to review by any federal or state auditor. The County shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the County Project Manager. Such review may occur with or without notice, and may include, but is not limited to, on-site inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the

ATTACHMENT C Page 1


Agreement and its performance, and any and all communications with or evaluations by service recipients under this Agreement. The Contractor shall preserve and maintain all financial records and records relating to the performance of work under this Agreement for three (3) years after contract termination, and shall make them available for such review, within Clallam County, State of Washington, upon request, during reasonable business hours.

8. Modifications. Either party may request changes in the Agreement. Any and all agreed modifications shall be in writing, signed by each of the parties.

9. Termination for Default. If the Contractor defaults by failing to perform any of the obligations of the contract or becomes insolvent or is declared bankrupt or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. Mail, postage prepaid, terminate the contract, and at the County's option, obtain performance of the work elsewhere. If the contract is terminated for default, the Contractor shall not be entitled to receive any further payments under the contract. Any extra cost or damage to the County resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor agrees to bear any extra expenses incurred by the County in completing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained by the County by reason of such default.

If a notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof.

10. Termination for Public Convenience. The County may terminate the contract in whole or in part whenever the County determines, in its sole discretion that such termination is in the interests of the County. Whenever the contract is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed for completed items of work. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this contract by the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County.

11. Termination Due to Insufficient Funds. If sufficient funds for payment under this contract are not appropriated or allocated or are withdrawn, reduced, or otherwise limited, the County may terminate this contract upon five (5) days written notice to the Contractor. No penalty or expense shall accrue to the County in the event this provision applies.

12. Termination Procedure. The following provisions apply in the event that this Agreement is terminated:

(a) The Contractor shall cease to perform any services required hereunder as of the effective date of termination and shall comply with all reasonable instructions contained in the notice of termination, if any.

(b) The Contractor shall provide the County with an accounting of authorized services provided through the effective date of termination.

(c) If the Agreement has been terminated for default, the County may withhold a sum from the final payment to the Contractor that the County determines necessary to protect itself against loss or liability.

13. Defense and Indemnity Agreement. The Contractor agrees to defend, indemnify and save harmless the County, its appointed and elected officers, agents and employees, from and against all loss or expense, including but not limited to claims, demands, actions, judgments, settlements, attorneys' fees and costs by reason of any and all claims and demands upon the County, its elected or

ATTACHMENT C Page 2


appointed officials or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, sustained by any person or persons and on account of damage to property including loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the Contractor, his/her subcontractors, its successor or assigns, or its or their agent, servants, or employees, the County, its appointed or elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the County, its appointed or elected officials or employees. It is further provided that no liability shall attach to the County by reason of entering into this contract, except as expressly provided herein.

14. Industrial Insurance Waiver. With respect to the performance of this Agreement and as to claims against the County, its appointed and elected officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, as now or hereafter amended, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this Agreement extend to any claim brought by or on behalf of any employee of the Contractor. Along with the other provisions of this Agreement, this waiver is mutually negotiated by the parties to this Agreement.

15. Venue and Choice of Law. In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action shall be in the courts of the State of Washington in and for the County of Clallam. This Agreement shall be governed by the law of the State of Washington.

16. Withholding Payment. In the event the County Project Manager determines that the Contractor has failed to perform any obligation under this Agreement within the times set forth in this Agreement, then the County may withhold from amounts otherwise due and payable to Contractor the amount determined by the County as necessary to cure the default, until the County Project Manager determines that such failure to perform has been cured. Withholding under this clause shall not be deemed a breach entitling Contractor to termination or damages, provided that the County promptly gives notice in writing to the Contractor of the nature of the default or failure to perform, and in no case more than ten (10) days after it determines to withhold amounts otherwise due. A determination of the County Project Manager set forth in a notice to the Contractor of the action required and/or the amount required to cure any alleged failure to perform shall be deemed conclusive, except to the extent that the Contractor acts within the times and in strict accord with the provision of the Disputes clause of this Agreement. The County may act in accordance with any determination of the County Project Manager which has become conclusive under this clause, without prejudice to any other remedy under the Agreement, to take all or any of the following actions: (1) cure any failure or default, (2) to pay any amount so required to be paid and to charge the same to the account of the Contractor, (3) to set off any amount paid or incurred from amounts due or to become due the Contractor. In the event the Contractor obtains relief upon a claim under the Disputes clause, no penalty or damages shall accrue to the Contractor by reason of good faith withholding by the County under this clause.

17. Rights and Remedies. The duties and obligations imposed by this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available bylaw.

18. Contractor Commitments, Warranties and Representations. Any written commitment received from the Contractor concerning this Agreement shall be binding upon the Contractor, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Contractor to fulfill such a commitment shall render the Contractor liable for damages to the County. A commitment includes, but is not limited to any representation made prior to execution of this Agreement, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, prices or options for future acquisition to remain in effect for a fixed period, or warranties.

19. Patent/Copyright Infringement. Contractor will defend, indemnify and save harmless County, its appointed and elected officers, agents and employees from and against all loss or expense, including

ATTACHMENT C Page 3


but not limited to claims, demands, actions, judgments, settlements, attorneys' fees and costs by reason of any and all claims and demands upon the County, its elected or appointed officials or employees for damages because of the Contractor’s alleged infringement on any patent or copyright. The Contractor will pay those costs and damages attributable to any such claims that are finally awarded against the County, its appointed and elected officers, agents and employees in any action. Such defense and payments are conditioned upon the following:

(a) That Contractor shall be notified promptly in writing by County of any notice of such claim.

(b) Contractor shall have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information, in the event such claim of infringement, is made, provided no reduction in performance or loss results to the County.

20. Disputes:

(a) General. Differences between the Contractor and the County, arising under and by virtue of the contract documents shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. The records, orders, rulings, instructions, and decision of the County Project Manager shall be final and conclusive thirty (30) days from the date of mailing unless the Contractor mails or otherwise furnishes to the County Administrator a written notice of appeal. The notice of appeal shall include facts, law, and argument as to why the conclusions of the County Project Manager are in error.

In connection with any appeal under this clause, the Contractor and County shall have the opportunity to submit written materials and argument and to offer documentary evidence in support of the appeal. Oral argument and live testimony will not be permitted. The decision of the County Administrator for the determination of such appeals shall be final and conclusive. Reviews of the appellate determination shall be brought in the Superior Court of Clallam County within fifteen (15) days of mailing of the written appellate determination. Pending final decision of the dispute, the Contractor shall proceed diligently with the performance of this Agreement and in accordance with the decision rendered.

(b) Notice of Potential Claims. The Contractor shall not be entitled to additional compensation or to extension of time for (1) any act or failure to act by the County Project Manager or the County, or (2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional.

(c) Detailed Claim. The Contractor shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the accomplishment of the portion of the work from which the claim arose, and before final payment by the County, the Contractor has given the County a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or the extension of time claimed to be due.

21. Ownership of Items Produced. All writings, programs, data, art work, music, maps, charts, tables, illustrations, records or other written, graphic, analog or digital materials prepared by the Contractor and/or its consultants or subcontractors, in connection with the performance of this Agreement shall be the sole and absolute property of the County and constitute "work made for hire" as that phrase is used in federal and/or state intellectual property laws and Contractor and/or its agents shall have no ownership or use rights in the work.

ATTACHMENT C Page 4


22. Recovery of Payments to Contractor. The right of the Contractor to retain monies paid to it is contingent upon satisfactory performance of this Agreement, including the satisfactory completion of the project described in the Scope of Work (Attachment A). In the event that the Contractor fails, for any reason, to perform obligations required of it by this Agreement, the Contractor may, at the County Project Manager's sole discretion, be required to repay to the County all monies disbursed to the Contractor for those parts of the project that are rendered worthless in the opinion of the County Project Manager by such failure to perform.

Interest shall accrue at the rate of 12 percent (12%) per annum from the time the County Project Manager demands repayment of funds.

23. Project Approval. The extent and character of all work and services to be performed under this Agreement by the Contractor shall be subject to the review and approval of the County Project Manager. For purposes of this Agreement, the County Project Manager is:

Name:

Title:

Address:

Telephone:

E-mail:

Fax:

In the event there is a dispute with regard to the extent and character of the work to be done, the determination of the County Project Manager as to the extent and character of the work to be done shall govern subject to the Contractor's right to appeal that decision as provided herein.

24. Non-Discrimination. The Contractor shall not discriminate against any person on the basis of race, creed, political ideology, color, national origin, sex, marital status, sexual orientation, age, or the presence of any sensory, mental or physical handicap.

25. Subcontractors. In the event that the Contractor employs the use of any subcontractors, the contract between the Contractor and the subcontractor shall provide that the subcontractor is bound by the terms of this Agreement between the County and the Contractor. The Contractor shall insure that in all subcontracts entered into, Clallam County is named as an express third-party beneficiary of such contracts with full rights as such.

26. Third Party Beneficiaries. This agreement is intended for the benefit of the County and Contractor and not for the benefit of any third parties.

27. Standard of Care. The Contractor shall perform its duties hereunder in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession as Contractor currently practicing under similar circumstances. The Contractor shall, without additional compensation, correct those services not meeting such a standard.

28. Time is of the Essence. Time is of the essence in the performance of this contract unless a more specific time period is set forth in either the Special Terms and Conditions or Scope of Work.

29. Notice. Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, any notices shall be given by the Contractor to the County Project Manager. Notice to the Contractor for all purposes under this Agreement shall be given to the

ATTACHMENT C Page 5


person executing the Agreement on behalf of the Contractor at the address identified on the signature page.

30. Severability. If any term or condition of this contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this contract are declared severable.

31. Precedence. In the event of inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order:

(a) Applicable federal, state and local statutes, ordinances and regulations;

(b) Scope of Work (Attachment A) and Compensation (Attachment B);

(c) Special Terms and Conditions (Attachment D); and

(d) General Conditions (Attachment C).

32. Waiver. Waiver of any breach or condition of this contract shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this contract shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto.

33. Attorney Fees. In the event that litigation must be brought to enforce the terms of this agreement, the prevailing party shall be entitled to be paid reasonable attorney fees.

34. Construction. This agreement has been mutually reviewed and negotiated by the parties and should be given a fair and reasonable interpretation and should not be construed less favorably against either party.

35. Survival. Without being exclusive, Paragraphs 4, 7, 13-19, 21-22 and 31-35 of these General Conditions shall survive any termination, expiration or determination of invalidity of this Agreement in whole or in part. Any other Paragraphs of this Agreement which, by their sense and context, are intended to survive shall also survive.

36. Entire Agreement. This written contract represents the entire Agreement between the parties and supersedes any prior statements, discussions or understandings between the parties except as provided herein.

ATTACHMENT C Page 6

PERSONAL SERVICES AGREEMENT ATTACHMENT D

SPECIAL TERMS AND CONDITIONS

1. Reporting. The Contractor shall submit written progress reports to the County Project Manager as set forth below:

With each request for payment.

Monthly.

Quarterly.

Semi-annually.

Annually.

Project completion.

Other (specify):

Progress reports shall include, at a minimum, the following:

Reports shall include any problems, delays or adverse conditions which will materially affect the Contractor's ability to meet project objectives or time schedules together with a statement of action taken or proposed to resolve the situation. Reports shall also include recommendations for changes to the Scope of Work, if any. Payments may be withheld if reports are not submitted.

2. Insurance. The Contractor shall maintain in full force and effect during the term of this Agreement, and until final acceptance of the work, public liability and property damage insurance with companies or through sources approved by the state insurance commissioner pursuant to RCW Title 48, as now or hereafter amended. The County, its appointed and elected officials, agents and employees, shall be specifically named as additional insureds in a policy with the same company which insures the Contractor or by endorsement to an existing policy or with a separate carrier approved pursuant to RCW Title 48, as now or hereafter amended, and the following coverages shall be provided:

COMPREHENSIVE GENERAL LIABILITY:

Bodily injury, including death. $1,000,000 per occurrence

Property damage $1,000,000 per occurrence

ERRORS AND OMISSIONS or PROFESSIONAL

LIABILITY with an Extended Reporting Period

Endorsement (two year tail). $ per occurrence

WORKERS COMPENSATION: Statutory amount

AUTOMOBILE: coverage on owned, non-owned, rented and hired vehicles

Bodily injury, liability, including death $1,000,000 per occurrence

Property damage liability $1,000,000 per occurrence

ATTACHMENT D Page 1

PERSONAL SERVICES AGREEMENT ATTACHMENT D

If the Errors and Omissions or Professional Liability insurance obtained is an occurrence policy as opposed to a claims-made policy, the Extended Reporting Period Endorsement is not required.

Any such insurance carried by the Contractor shall be primary over any insurance carried by Clallam County and the Contractor shall ensure that such insurances is primary. The County shall have no obligation to report occurrences unless a claim or lawsuit is filed with it and the County has no obligation to pay any insurance premiums.

Evidence of primary insurance coverage shall be submitted to the County Project Manager within twenty (20) days of the execution of the Agreement. The Agreement shall be void ab initio if the proof of coverage is not timely supplied.

The coverage limits identified herein shall not limit the potential liability of the Contractor and the Contractor’s duty to defend, indemnify and hold harmless shall apply to any liability beyond the scope of insurance coverage.

3. Liquidated Damages. For delays in timely completion of the work to be done or missed milestones of the work in progress, the Contractor shall be assessed Dollars ($ ) per day as liquidated damages and not as a penalty because the County finds it impractical to calculate the actual cost of delays. Liquidated damages will not be assessed for any days for which an extension of time has been granted. No deduction or payment of liquidated damages will, in any degree, release the Contractor from further obligations and liabilities to complete the entire project.

4. Other (specify):.

ATTACHMENT D Page 2

Exhibit D

ATTACHMENT II: GENERAL PROJECT MANAGEMENT REQUIREMENTS FOR FEDERAL CLEAN WATER SECTION 319 - FUNDED GRANTS

SECTION 319 REPORTING REQUIREMENTS The RECIPIENT shall complete the DEPARTMENT’s “Clean Water Act Section 319 Initial Data Reporting Sheet.” This form must be submitted to the DEPARTMENT’s Financial Manager with the first progress report. The RECIPIENT shall complete the DEPARTMENT’s “Federal Clean Water Act Section 319 Grant Load Reductions Reporting Form.” This form is used to gather information on load reduction for each best management practice (BMP) installed for the project. This form must be submitted to the DEPARTMENT’S Financial Manager by January 15 of each year. The “Clean Water Act Section 319 Initial Data Reporting Sheet.” and the “Federal Clean Water Act Section 319 Grant Load Reductions Reporting Form” can be found on the Water Quality Web page at: http://www.ecy.wa.gov/programs/wq/funding/2009/index.html

CERTIFICATION REGARDING SUSPENSION & DEBARMENT

Federal Executive Order 12549 provides that Executive departments and agencies shall participate in a government-wide system for monitoring suspended, debarred, and excluded parties. These departments and agencies have further passed this requirement onto their recipients and have provided pertinent regulations in the Code of Federal Regulations. The RECIPIENT, by signing this agreement, certifies that it is not suspended, debarred, or otherwise excluded from contracting with the federal government, or from receiving contracts paid for with federal funds. If the RECIPIENT is unable to certify to the statements contained in the certification, they must provide an explanation as to why they cannot. The Web site for checking suspended, debarred, or excluded parties is www.epls.gov. COMPLIANCE WITH OMB CIRCULARS:

The following apply to Local or Tribal Governments receiving Section 319 grants: 1. OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations 2. OMB Circular A-133, Compliance Supplement 3. OMB Circular A-102, Uniform Administrative Requirements for States and Local

Governments 4. OMB Circular A-87, Cost Principles for State, Local and Indian Tribal Governments The following apply to Non-Profit Organizations receiving Section 319 grants:1. OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations 2. OMB Circular A-133, Compliance Supplement 3. OMB Circular A-122, Cost Principles for Non-Profit Organizations 4. OMB Circular A-110, Uniform Administrative Requirements for Institutions of Higher

Education and Non-Profit Organizations The following apply to Higher Education Institutions receiving Section 319 grants:

Page 1 of Attachment II

http://www.ecy.wa.gov/programs/wq/funding/2009/index.html

http://www.epls.gov/

1. OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations 2. OMB Circular A-133, Compliance Supplement 3. OMB Circular A-110, Uniform Administrative Requirements for Institutions of Higher

Education and Non-Profit Organizations 4. OMB Circular A-21, Cost Principles for Educational Institutions All OMB Circulars can be found at: http://www.whitehouse.gov/omb/circulars. HOTEL AND MOTEL FIRE SAFETY ACT

The RECIPIENT agrees to ensure that all conference, meeting, convention, or training space funded in whole or part with federal funds, complies with the federal Hotel and Motel Fire Safety Act of 1990. SMALL BUSINESS IN RURAL AREAS (SBRAS)

If a contract is awarded by the RECIPIENT under this agreement, the RECIPIENT is also required to utilize the following affirmative steps:

1. Place SBRAs on solicitation lists 2. Make sure the SBRAs are solicited whenever there are potential sources 3. Divide total requirements, when economically feasible, into small tasks or quantities to permit

maximum participation by SBRAs 4. Establish delivery schedules, where requirements of work will permit, which could encourage

participation by SBRAs 5. Use the services of the Small Business Administration and the Minority Business

Development Agency of the U.S. Department of Commerce, as appropriate 6. Require the contractor to comply with the affirmative steps outlined above

The negotiated "Fair Share Percentage" for the SBRAs is 0.5 percent. There is no formal reporting requirement for SBRAs at this time.

Page 2 of Attachment II

http://www.wihitehouse.gov/omb/circulars

Exhibit E

ATTACHMENT III: GENERAL TERMS AND CONDITIONS Pertaining to Grant and Loan Agreements of

the Department of Ecology

A. RECIPIENT PERFORMANCE All activities for which grant/loan funds are to be used shall be accomplished by the RECIPIENT and RECIPIENT's employees. The RECIPIENT shall only use contractor/consultant assistance if that has been included in the agreement’s final scope of work and budget.

B. SUBGRANTEE/CONTRACTOR COMPLIANCE The RECIPIENT must ensure that all subgrantees and contractors comply with the terms and conditions of this agreement.

C. THIRD PARTY BENEFICIARY The RECIPIENT shall ensure that in all subcontracts entered into by the RECIPIENT pursuant to this agreement, the state of Washington is named as an express third-party beneficiary of such subcontracts with full rights as such.

D. CONTRACTING FOR SERVICES (BIDDING) Contracts for construction, purchase of equipment and professional architectural and engineering services shall be awarded through a competitive process, if required by State law. RECIPIENT shall retain copies of all bids received and contracts awarded, for inspection and use by the DEPARTMENT.

E. ASSIGNMENTS No right or claim of the RECIPIENT arising under this agreement shall be transferred or assigned by the RECIPIENT.

F. COMPLIANCE WITH ALL LAWS 1. The RECIPIENT shall comply fully with all applicable Federal, State and local laws, orders,

regulations and permits. Prior to commencement of any construction, the RECIPIENT shall secure the necessary approvals and permits required by authorities having jurisdiction over the project, provide assurance to the DEPARTMENT that all approvals and permits have been secured, and make copies available to the DEPARTMENT upon request.

2. Discrimination. The DEPARTMENT and the RECIPIENT agree to be bound by all Federal and State laws, regulations, and policies against discrimination. The RECIPIENT further agrees to affirmatively support the program of the Office of Minority and Women's Business Enterprises to the maximum extent possible. If the agreement is federally-funded, the RECIPIENT shall report to the DEPARTMENT the percent of grant/loan funds available to women or minority owned businesses.

Page 1 of Attachment III

3. Wages And Job Safety. The RECIPIENT agrees to comply with all applicable laws, regulations, and policies of the United States and the State of Washington which affect wages and job safety.

4. Industrial Insurance. The RECIPIENT certifies full compliance with all applicable state industrial insurance requirements. If the RECIPIENT fails to comply with such laws, the DEPARTMENT shall have the right to immediately terminate this agreement for cause as provided in Section K.1, herein.

G. KICKBACKS The RECIPIENT is prohibited from inducing by any means any person employed or otherwise involved in this project to give up any part of the compensation to which he/she is otherwise entitled or, receive any fee, commission or gift in return for award of a subcontract hereunder.

H. AUDITS AND INSPECTIONS 1. The RECIPIENT shall maintain complete program and financial records relating to this

agreement. Such records shall clearly indicate total receipts and expenditures by fund source and task or object. All grant/loan records shall be kept in a manner which provides an audit trail for all expenditures. All records shall be kept in a common file to facilitate audits and inspections.

Engineering documentation and field inspection reports of all construction work accomplished under this agreement shall be maintained by the RECIPIENT.

2. All grant/loan records shall be open for audit or inspection by the DEPARTMENT or by any duly authorized audit representative of the State of Washington for a period of at least three years after the final grant payment/loan repayment or any dispute resolution hereunder. If any such audits identify discrepancies in the financial records, the RECIPIENT shall provide clarification and/or make adjustments accordingly.

3. All work performed under this agreement and any equipment purchased, shall be made available to the DEPARTMENT and to any authorized state, federal or local representative for inspection at any time during the course of this agreement and for at least three years following grant/loan termination or dispute resolution hereunder.

4. RECIPIENT shall meet the provisions in OMB Circular A-133 (Audits of States, Local Governments & Non Profit Organizations), including the compliance Supplement to OMB Circular A-133, if the RECIPIENT expends $500,000 or more in a year in Federal funds. The $500,000 threshold for each year is a cumulative total of all federal funding from all sources. The RECIPIENT must forward a copy of the audit along with the RECIPIENT’S response and the final corrective action plan to the DEPARTMENT within ninety (90) days of the date of the audit report.

I. PERFORMANCE REPORTING The RECIPIENT shall submit progress reports to the DEPARTMENT with each payment request or such other schedule as set forth in the Special Conditions. The RECIPIENT shall also report in writing to the DEPARTMENT any problems, delays or adverse conditions which will


materially affect their ability to meet project objectives or time schedules. This disclosure shall be accompanied by a statement of the action taken or proposed and any assistance needed from the DEPARTMENT to resolve the situation. Payments may be withheld if required progress reports are not submitted. Quarterly reports shall cover the periods January 1 through March 31, April 1 through June 30, July 1 through September 30, and October 1 through December 31. Reports shall be due within thirty (30) days following the end of the quarter being reported.

J. COMPENSATION 1. Method of compensation. Payment shall normally be made on a reimbursable basis as

specified in the grant agreement and no more often than once per month. Each request for payment will be submitted by the RECIPIENT on State voucher request forms provided by the DEPARTMENT along with documentation of the expenses. Payments shall be made for each task/phase of the project, or portion thereof, as set out in the Scope of Work when completed by the RECIPIENT and approved as satisfactory by the Project Officer. The payment request form and supportive documents must itemize all allowable costs by major elements as described in the Scope of Work.

Instructions for submitting the payment requests are found in "Administrative Requirements for Ecology Grants and Loans", part IV, published by the DEPARTMENT. A copy of this document shall be furnished to the RECIPIENT. When payment requests are approved by the DEPARTMENT, payments will be made to the mutually agreed upon designee. Payment requests shall be submitted to the DEPARTMENT and directed to the Project Officer assigned to administer this agreement.

2. Period of Compensation. Payments shall only be made for actions of the RECIPIENT pursuant to the grant/loan agreement and performed after the effective date and prior to the expiration date of this agreement, unless those dates are specifically modified in writing as provided herein.

3. Final Request(s) for Payment. The RECIPIENT should submit final requests for compensation within forty-five (45) days after the expiration date of this agreement and within fifteen (15) days after the end of a fiscal biennium. Failure to comply may result in delayed reimbursement.

4. Performance Guarantee. The DEPARTMENT may withhold an amount not to exceed ten percent (10%) of each reimbursement payment as security for the RECIPIENT's performance. Monies withheld by the DEPARTMENT may be paid to the RECIPIENT when the project(s) described herein, or a portion thereof, have been completed if, in the DEPARTMENT's sole discretion, such payment is reasonable and approved according to this agreement and, as appropriate, upon completion of an audit as specified under section J.6. herein.

5. Unauthorized Expenditures. All payments to the RECIPIENT may be subject to final audit by the DEPARTMENT and any unauthorized expenditure(s) charged to this grant/loan shall be refunded to the DEPARTMENT by the RECIPIENT.

6. Mileage and Per Diem. If mileage and per diem are paid to the employees of the RECIPIENT or other public entities, it shall not exceed the amount allowed under state law for state employees.


7. Overhead Costs. No reimbursement for overhead costs shall be allowed unless provided for in the Scope of Work hereunder.

K. TERMINATION 1. For Cause. The obligation of the DEPARTMENT to the RECIPIENT is contingent upon

satisfactory performance by the RECIPIENT of all of its obligations under this agreement. In the event the RECIPIENT unjustifiably fails, in the opinion of the DEPARTMENT, to perform any obligation required of it by this agreement, the DEPARTMENT may refuse to pay any further funds thereunder and/or terminate this agreement by giving written notice of termination.

A written notice of termination shall be given at least five working days prior to the effective date of termination. In that event, all finished or unfinished documents, data studies, surveys, drawings, maps, models, photographs, and reports or other materials prepared by the RECIPIENT under this agreement, at the option of the DEPARTMENT, shall become Department property and the RECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials.

Despite the above, the RECIPIENT shall not be relieved of any liability to the DEPARTMENT for damages sustained by the DEPARTMENT and/or the State of Washington because of any breach of agreement by the RECIPIENT. The DEPARTMENT may withhold payments for the purpose of setoff until such time as the exact amount of damages due the DEPARTMENT from the RECIPIENT is determined.

2. Insufficient Funds. The obligation of the DEPARTMENT to make payments is contingent on the availability of state and federal funds through legislative appropriation and state allotment. When this agreement crosses over state fiscal years the obligation of the DEPARTMENT is contingent upon the appropriation of funds during the next fiscal year. The failure to appropriate or allot such funds shall be good cause to terminate this agreement as provided in paragraph K.1 above.

When this agreement crosses the RECIPIENT's fiscal year, the obligation of the RECIPIENT to continue or complete the project described herein shall be contingent upon appropriation of funds by the RECIPIENT's governing body; provided, however, that nothing contained herein shall preclude the DEPARTMENT from demanding repayment of ALL funds paid to the RECIPIENT in accordance with Section O herein.

3. Failure to Commence Work. In the event the RECIPIENT fails to commence work on the project funded herein within four months after the effective date of this agreement, or by any date agreed upon in writing for commencement of work, the DEPARTMENT reserves the right to terminate this agreement.

L. WAIVER Waiver of any RECIPIENT default is not a waiver of any subsequent default. Waiver of a breach of any provision of this agreement is not a waiver of any subsequent breach and will not be construed as a modification of the terms of this agreement unless stated as such in writing by the authorized representative of the DEPARTMENT.


M. PROPERTY RIGHTS 1. Copyrights and Patents. When the RECIPIENT creates any copyrightable materials or

invents any patentable property, the RECIPIENT may copyright or patent the same but the DEPARTMENT retains a royalty-free, nonexclusive and irrevocable license to reproduce, publish, recover or otherwise use the material(s) or property and to authorize others to use the same for federal, state or local government purposes. Where federal funding is involved, the federal government may have a proprietary interest in patent rights to any inventions that are developed by the RECIPIENT as provided in 35 U.S.C. 200-212.

2. Publications. When the RECIPIENT or persons employed by the RECIPIENT use or publish information of the DEPARTMENT; present papers, lectures, or seminars involving information supplied by the DEPARTMENT; use logos, reports, maps or other data, in printed reports, signs, brochures, pamphlets, etc., appropriate credit shall be given to the DEPARTMENT.

3. Tangible Property Rights. The DEPARTMENT's current edition of "Administrative Requirements for Ecology Grants and Loans", Part V, shall control the use and disposition of all real and personal property purchased wholly or in part with funds furnished by the DEPARTMENT in the absence of state, federal statute(s), regulation(s), or policy(s) to the contrary or upon specific instructions with respect thereto in the Scope of Work.

4. Personal Property Furnished by the DEPARTMENT. When the DEPARTMENT provides personal property directly to the RECIPIENT for use in performance of the project, it shall be returned to the B-4 DEPARTMENT prior to final payment by the DEPARTMENT. If said property is lost, stolen or damaged while in the RECIPIENT's possession, the DEPARTMENT shall be reimbursed in cash or by setoff by the RECIPIENT for the fair market value of such property.

5. Acquisition Projects. The following provisions shall apply if the project covered by this agreement includes funds for the acquisition of land or facilities:

a. Prior to disbursement of funds provided for in this agreement, the RECIPIENT shall establish that the cost of land/or facilities is fair and reasonable.

b. The RECIPIENT shall provide satisfactory evidence of title or ability to acquire title for each parcel prior to disbursement of funds provided by this agreement. Such evidence may include title insurance policies, Torrens certificates, or abstracts, and attorney's opinions establishing that the land is free from any impediment, lien, or claim which would impair the uses contemplated by this agreement.

6. Conversions. Regardless of the contract termination date shown on the cover sheet, the RECIPIENT shall not at any time convert any equipment, property or facility acquired or developed pursuant to this agreement to uses other than those for which assistance was originally approved without prior written approval of the DEPARTMENT. Such approval may be conditioned upon payment to the DEPARTMENT of that portion of the proceeds of the sale, lease or other conversion or encumbrance which monies granted pursuant to this agreement bear to the total acquisition, purchase or construction costs of such property.


N. SUSTAINABLE PRODUCTS In order to sustain Washington’s natural resources and ecosystems, the RECIPIENT is encouraged to implement sustainable practices where and when possible. These practices include use of clean energy, and purchase and use of sustainably produced products (e.g., recycled paper). For more information, see http://www.ecy.wa.gov/sustainability/.

O. RECOVERY OF PAYMENTS TO RECIPIENT The right of the RECIPIENT to retain monies paid to it as reimbursement payments is contingent upon satisfactory performance of this agreement including the satisfactory completion of the project described in the Scope of Work. In the event the RECIPIENT fails, for any reason, to perform obligations required of it by this agreement, the RECIPIENT may, at the DEPARTMENT's sole discretion, be required to repay to the DEPARTMENT all grant/loan funds disbursed to the RECIPIENT for those parts of the project that are rendered worthless in the opinion of the DEPARTMENT by such failure to perform. Interest shall accrue at the rate of twelve percent (12%) per year from the time the DEPARTMENT demands repayment of funds. If payments have been discontinued by the DEPARTMENT due to insufficient funds as in Section K.2 above, the RECIPIENT shall not be obligated to repay monies which had been paid to the

RECIPIENT prior to such termination. Any property acquired under this agreement, at the option of the DEPARTMENT, may become the DEPARTMENT'S property and the RECIPIENT'S liability to repay monies shall be reduced by an amount reflecting the fair value of such property.

P. PROJECT APPROVAL The extent and character of all work and services to be performed under this agreement by the RECIPIENT shall be subject to the review and approval of the DEPARTMENT through the Project Officer or other designated official to whom the RECIPIENT shall report and be responsible. In the event there is a dispute with regard to the extent and character of the work to be done, the determination of the Project Officer or other designated official as to the extent and character of the work to be done shall govern. The RECIPIENT shall have the right to appeal decisions as provided for below.

Q. DISPUTES Except as otherwise provided in this agreement, any dispute concerning a question of fact arising under this agreement which is not disposed of in writing shall be decided by the Project Officer or other designated official who shall provide a written statement of decision to the RECIPIENT. The decision of the Project Officer or other designated official shall be final and conclusive unless, within thirty days from the date of receipt of such statement, the RECIPIENT mails or otherwise furnishes to the Director of the DEPARTMENT a written appeal. In connection with appeal of any proceeding under this clause, the RECIPIENT shall have the opportunity to be heard and to offer evidence in support of this appeal. The decision of the Director or duly authorized


representative for the determination of such appeals shall be final and conclusive. Appeals from the Director's determination shall be brought in the Superior Court of Thurston County. Review of the decision of the Director will not be sought before either the Pollution Control Hearings Board or the Shoreline Hearings Board. Pending final decision of dispute hereunder, the RECIPIENT shall proceed diligently with the performance of this agreement and in accordance with the decision rendered.

R. CONFLICT OF INTEREST No officer, member, agent, or employee of either party to this agreement who exercises any function or responsibility in the review, approval, or carrying out of this agreement, shall participate in any decision which affects his/her personal interest or the interest of any corporation, partnership or association in which he/she is, directly or indirectly interested; nor shall he/she have any personal or pecuniary interest, direct or indirect, in this agreement or the proceeds thereof.

S. INDEMNIFICATION 1. The DEPARTMENT shall in no way be held responsible for payment of salaries, consultant's

fees, and other costs related to the project described herein, except as provided in the Scope of Work.

2. To the extent that the Constitution and laws of the State of Washington permit, each party shall indemnify and hold the other harmless from and against any liability for any or all injuries to persons or property arising from the negligent act or omission of that party or that party's agents or employees arising out of this agreement.

T. GOVERNING LAW This agreement shall be governed by the laws of the State of Washington.

U. 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 which can be given effect without the invalid provision, and to this end the provisions of this agreement are declared to be severable.

V. PRECEDENCE In the event of inconsistency in this agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: (a) applicable Federal and State statutes and regulations; (b) Scope of Work; (c) Special Terms and Conditions; (d) Any terms incorporated herein by reference including the "Administrative Requirements for Ecology Grants and Loans"; and (e) the General Terms and Conditions.

SS-010 Rev. 04/04


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