AG 23-050 - DEPARTMENT OF COMMERCERETURN TO:' XrMrNivm
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CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV: CD/Planning
2. ORIGINATING STAFF PERSON: Keith Niven EXT: 2612 3. DATE REQ. BY: ASAP
4. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): A INTERLOCAL
❑ OTHER
5. PROJECT NAME: Climate Grant Commerce Interagency Agreement
6. NAME OF CONTR CTOR:
ADDRESS: 0 iDi TELEPHONE
E-MAIL: Alt- rIfW A-. FAX:
SIGNATURE NAME: TITLE[
. 7. EXHIBITS AND ATTACHMENTS: A SCOPE, WORK OR SERVICES O COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
8.
TERM: COMMENCEMENT DATE: My 1, 2022 COMPLETION DATE: June 30.2023
9.
TOTAL COMPENSATION S e0,000 (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES A NO IF YES, MAXIMUM DOLLAR AMOUNT: S
IS SALES TAX OWED 10YES ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY
RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED
❑ PURCHASING: PLEASE CHARGE TO:
10.
DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
❑ PROJECT MANAGER
Lit DIRECTOR KN/1 /25/23 KN/1 /25/23
❑ RISK MANAGEMENT (IF APPLICABLE)
A LAW KVA 1/25/2023
11.
COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: February a, 2023 COUNCIL APPROVAL DATE:
12.
CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
INITIAL/DATI TG
KLAW DEPARTMENT VV A
SIGNATORY ( MAYOR OR DIRECTOR) BID A ,j
CITY CLERK wN P cl1
❑ ASSIGNED AG# #) J
C.O
ME 5
cA W W r
2/2017
DocuSign Envelope ID: 31885CFB-A852-47EB-97D7-7FOD833CB1 F9
Washington State
Department of
'►�►� Commerce
Interagency Agreement with
For
City of Federal Way
through
Washington State Department of Commerce
Local Government Division
Growth Management Services
Early Implementation Climate Planning Grant
Start date: July 1, 2022
DocuSign Envelope ID: 31885CFB-A852-47EB-97D7-7FOD833CB1 F9
TABLE OF CONTENTS
Special Terms and Conditions
1. Authority.....................................................................I.........................1
2. Contract Management .................................
.............................. ........................... ..1
3. Compensation ............................. ....... .::.,...-..:.........:...._.,._............,................... 1
4. Expenses ......................_.....
................................................. . ......1
5. Billing Procedures and Payment
............................................................................1
6. Insurance..............................................................................._.............2
7. Subcontractor Data Collection ............
......................................................... .......... 2
B. Fraud and Other Loss Reporting
............................................................... 2
9. Order of Precedence.......................................•.............................................---......2
General Terms and Conditions
1. Definitions................................................................. .................................... --- 3
2.
All Writings Contained Herein................................................................................3
3.
Amendments....................................................... ....................................3
4.
Assignment...................................................................................................3
5.
Confidentiality and Safeguarding of Information....................................................3
6.
Copyright......................................................--•.......................................................4
7.
Disputes.............................................................. :................................................. .. 4
8.
Governing Law and Venue ................................................. ................................... 4
9.
Indemnification...............................................................................:....................... 5
10.
Licensing, Accreditation and Registration............................................................ 5
11.
Recapture............................................................. ................ ---- .... ............. .... 5
12.
Records Maintenance............................................................................................ 5
13.
Savings.............................................................................................---------------....... 5
14.
Severability....................................................... .................... +...................... .... ...5
15.
Subcontracting..................................................................................................... 5
16.
Survival.................................................................................---------------......-- ........6
17.
Termination for Cause.:— .............. * .... *"*"** ............................... 6
18.
Termination for Convenience ......................... 6
19.
Termination Procedures......................................................................:....................6
20.
Treatment of Assets.......................................................... ......._.............................. 7
21.
Waiver......................................................... ........ ................................. .. ...........8
Attachment A, Scope of Work
Attachment B, Budget
DocuSign Envelope ID: 31885CFB-A852-47EB-97D7-7FOD833CB1F9
FACE SHEET
Contract Number: 23-63333-108
Washington State Department of Commerce
Local Government Division
Growth Management Services
Early Implementation Climate Planning Grant
1. Contractor
2. Contractor Doing Business As (optional)
City of Federal Way
n/a
33325 — 81h Avenue S
Federal Way, WA 98003-6325
3. Contractor Representative _
4. COMMERCE Representative
Keith Niven
Sarah Fox PO Box 42525
Planning Manager
Climate Program Manager 1011 Plum St. SE
253.835.2643
(360) 725-3114 Olympia, WA 98504
Kcitli.niven(&_c itvotTederalway.com
Sarah.fox@commerce.wa.gov
5. Contract Amount
6. Funding Source
7. Start Date
8. End Date
$80,000
Federal: ❑ State: ® Other: ❑ N/A: ❑
July 1, 2022
June 30, 2023
9. Federal Funds (as applicable) Federal Agency: CFDA Number
n/a n/a n/a
10. Tax ID # 11. SWV # 12. UBI # 13. UEI #
n/a SWV 00-1595700 601-223-538 n/a
14. Contract Purpose
Develop goals and policies for comprehensive plan update that will achieve greenhouse gas emission reductions.
15. Signing Statement
COMMERCE, defined as the Department of Commerce, and the Contractor, as defined above, acknowledge and accept the terms of
this Contract and Attachments and have executed this Contract on the date below and warrant they are authorized to bind their
respective agencies. The rights and obligations of both parties to this Contract are governed by this Contract and the following
documents hereby incorporated by reference: Attachment "A" — Scope of Work and Attachment `B" — Budget.
FOR CONTRACTOR
FOR COMMERCE
a �
DocuSignedby:
F
Mar ar ey, Assistant Director
an Davis, 1n rlm City Administrator
City of FGderai Way
l�L�
Local Government Division
7
! (,
9/8/2022 1 11:49 AM PDT
Date
Date
APPROVED AS TO FORM ONLY BY ASSISTANT
ATTORNEY GENERAL 08/22/2019.
APPROVAL ON FILE.
DocuSign Envelope ID: 31885CFB-A852-47EB-97D7-7FOD833CB1F9
SPECIAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
I. AUTHORITY
COMMERCE and Contractor enter into this Contract pursuant to the authority granted by Chapter 39.34
RCW.
2. CONTRACT MANAGEMENT
The Representative for each of the parties shall be responsible for and shall be the contact person for all
communications and billings regarding the performance of this Contract.
The Representative for COMMERCE and their contact information are identified on the Face Sheet of
this Contract.
The Representative for the Contractor and their contact information are identified on the Face Sheet of
this Contract.
3. COMPENSATION
COMMERCE shall pay an amount not to exceed $80,000 for the performance of all things necessary for or
incidental to the performance of work under this Contract as set forth in the Scope of Work.
4. BILLING PROCEDURES AND PAYMENT
COMMERCE will pay Contractor upon acceptance of services provided and receipt of properly completed
invoices, which shall be submitted to the Representative for COMMERCE not more often than monthly.
The invoices shall describe and document, to COMMERCE's satisfaction, a description of the work
performed, the progress of the project, and fees. The invoice shall include the Contract'Number 23-63333-
108. If expenses are invoiced, provide a detailed breakdown of each type. A receipt must accompany any
single expenses in the amount of $50.00 or more in order to receive reimbursement.
Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after receipt
of properly completed invoices. Payment shall be sent to the address designated by the Contractor.
COMMERCE may, in its sole discretion, terminate the Contract or withhold payments claimed by the
Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition of
this Contract.
No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall
be made by COMMERCE.
Invoices and End of Fiscal Year
Invoices are due on the 20th of the month following the provision of services.
Final invoices for a state fiscal year may be due sooner than the 20th and Commerce will provide notification
of the end of fiscal year due date.
The grantee must invoice for all expenses from the beginning of the contract through June 30, regardless
of the contract start and end date.
Duplication of Bifled_Costs
The Contractor shall not bill COMMERCE for services performed under this Agreement, and COMMERCE
shall not pay the Contractor, if the Contractor is entitled to payment or has been or will be paid by any other
source, including grants, for that service.
Disallowed Costs
The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization
or that of its subcontractors.
5. INSURANCE
Each party certifies that it is self -insured under the State's or local government self-insurance liability
program, and shall be responsible for losses for which it is found liable.
State of Washington Interagency Agreement Updated August 2019
Department of Commerce Page 1
DocuSign Envelope ID: 31885CFB-A852-47EB-97D7-7FOD833CB1F9
SPECIAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
6. SUBCONTRACTOR DATA COLLECTION
Contractor will submit reports, in a form and format to be provided by Commerce and at intervals as agreed
by the panties, regarding work under this Agreement performed by subcontractors and the portion of funds
expended for work performed by subcontractors, including but not necessarily limited to minority -owned,
woman -owned, and veteran -owned business subcontractors. "Subcontractors" shall mean subcontractors
of any tier.
8. FRAUD AND OTHER LOSS REPORTING
Contractor/Grantee shall report in writing all known or suspected fraud or other loss of any funds or other
property furnished under this Contract immediately or as soon as practicable to the Commerce
Representative identified on the Face Sheet.
ORDER OF PRECEDENCE
In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence
in the following order:
• Applicable federal and state of Washington statutes and regulations
• Special Terms and Conditions
General Terms and Conditions
• Attachment A — Scope of Work
Attachment B — Budget
State of Washington Interagency Agreement Updated August 2019
Department of Commerce Page 2
DocuSign Envelope ID: 31885CFB-A852-47EB-97D7-7FOD833CB1 F9
1. DEFINITIONS
As used throughout this Contract, the following terms shall have the meaning set forth below:
A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing to
act on the Director's behalf.
B. "COMMERCE" shall mean the Department of Commerce.
C. "Contract" or "Agreement" means the entire written agreement between COMMERCE and the
Contractor, including any attachments, documents, or materials incorporatdd by reference. E-mail
or facsimile transmission of a signed copy of this contract shall be the same as delivery of an
original.
D. "Contractor" shall mean the entity identified on the face sheet performing service(s) under this
Contract, and shall include all employees and agents of the Contractor.
E. "Personal Information" shall mean information identifiable to any person, including, but not limited
to, information that relates to a person's name, health, finances, education, business, use or receipt
of governmental services or other activities, addresses, telephone numbers, social security
numbers, driver license numbers, other identifying numbers, and any financial identifiers.
F. "State" shall mean the state of Washington.
G. "Subcontractor" shall mean one hot in the employment of the Contractor, who is performing all or
part of those services under this Contract under a separate contract with the Contractor. The terms
"subcontractor" and "subcontractors" mean subcontractor(s) in any tier.
2. ALL WRITINGS CONTAINED HEREIN
This Contract contains all the terms and conditions agreed upon by the parties. No other
understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to
exist or to bind any of the parties hereto.
3. AMENDMENTS
This Contract may be amended by mutual agreement of the parties. Such amendments shall not be
binding unless they are in writing and signed by personnel authorized to bind each of the parties.
4. ASSIGNMENT
Neither this Contract, work thereunder, nor any claim arising under this Contract, shall be transferred
or assigned by the Contractor without prior written consent of COMMERCE.
5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION
A. "Confidential Information" as used in this section includes:
i. All material provided to the Contractor by COMMERCE that is designated as "confidential" by
COMMERCE;
ii. All material produced by the Contractor that is designated as "confidential" by COMMERCE;
and
iii. All personal information in the possession of the Contractor that may not be disclosed under
state or federal law.
B. The Contractor shall comply with all state and federal laws related to the use, sharing, transfer,
sale, or disclosure of Confidential Information. The Contractor shall use Confidential Information
solely for the purposes of this Contract and shall not use, share, transfer, sell or disclose any
Confidential Information to any third party except with the prior written consent of COMMERCE or
as may be required by law. The Contractor shall take all necessary steps to assure that Confidential
Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of
Confidential Information or violation of any state or federal laws related thereto. Upon request, the
Contractor shall provide COMMERCE with its policies and procedures on confidentiality.
DocuSign Envelope ID: 31885CFB-A852-47EB-97D7-7FOD833CB1F9
COMMERCE may require changes to such policies and procedures as they apply to this Contract
whenever COMMERCE reasonably determines that changes are necessary to prevent
unauthorized disclosures. The Contractor shall make the changes within the time period specified
by COMMERCE. Upon request, the Contractor shall immediately return to COMMERCE any
Confidential Information that COMMERCE reasonably determines has not been adequately
protected by the Contractor against unauthorized disclosure.
C. Unauthorized Use or Disclosure. The Contractor shall notify COMMERCE within five (5) working
days of any unauthorized use or disclosure of any confidential information, and shall take necessary
steps to mitigate the harmful effects of such use or disclosure.
6. COPYRIGHT
Unless otherwise provided, all Materials produced under this Contract shall be considered "works for
hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be
considered the author of such Materials. In the event the Materials are not considered "works for hire"
under the U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and interest in
all Materials, including all intellectual property rights, moral rights, and rights of publicity to COMMERCE
effective from the moment of creation of such Materials.
"Materials" means all items in any format and includes, but is not limited to; data, reports, documents,
pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes,
and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability
to transfer these rights.
For Materials that are delivered under the Contract, but that incorporate pre-existing materials not
produced under the Contract, the Contractor hereby grants to COMMERCE a nonexclusive, royalty -
free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce,
distribute, prepare derivative works, publicly perform, and publicly display. The Contractor warrants and
represents that the Contractor has all rights and permissions, including intellectual property rights,
moral rights and rights of publicity, necessary to grant such a license to COMMERCE.
The Contractor shall exert all reasonable effort to advise COMMERCE, at the time of delivery of
Materials furnished under this Contract, of all known or potential invasions of privacy contained therein
and of any portion of such document which was not produced in the performance of this Contract. The
Contractor shall provide COMMERCE with prompt written notice of each notice or claim of infringement
received by the Contractor with respect to any Materials delivered under this Contract. COMMERCE
shall have the right to modify or remove any restrictive markings placed upon the Materials by the
Contractor.
7. DISPUTES
In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in
the following manner: Each party to this Agreement shall appoint one member to the Dispute Board.
The members so appointed shall jointly appoint an additional member to the Dispute Board. The
Dispute Board shall review the facts, Agreement terms and applicable statutes and rules and make a
determination of the dispute. The Dispute Board shall thereafter decide the dispute with the majority
prevailing. The determination of the Dispute Board shall be final and binding on the parties hereto. As
an alternative to this process, either of the parties may request intervention by the Governor, as
provided by RCW 43.17.330, in which event the Governor's process will control.
8. GOVERNING LAW AND VENUE
This Contract shall be construed and interpreted in accordance with the laws of the state of Washington,
and any applicable federal laws, and the venue of any action brought hereunder shall be in the Superior
Court for Thurston County.
DocuSign Envelope ID: 31885CFB-A852-47EB-97D7-7FOD833CB1F9
9. INDEMNIFICATION
Each party shall be solely responsible for the acts of its employees, officers, and agents.
10. LICENSING, ACCREDITATION AND REGISTRATION
The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and
registration requirements or standards necessary for the performance of this Contract.
11. RECAPTURE
In the event that the Contractor fails to perform this Contract in accordance with state laws, federal
laws, and/or the provisions of this Contract, COMMERCE reserves the right to recapture funds in an
amount to compensate COMMERCE for the noncompliance in addition to any other remedies available
at law or in equity.
Repayment by the Contractor of funds under this recapture provision shall occur within the time period
specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments
due under this Contract.
12. RECORDS MAINTENANCE
The Contractor shall maintain books, records, documents, data and other evidence relating to this
contract and performance of the services described herein, including but not limited to accounting
procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature
expended in the performance of this contract.
The Contractor shall retain such records for a period of six (6) years following the date of final payment.
At no additional cost, these records, including materials generated under the contract, shall be subject
at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by
COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law,
regulation or agreement.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall
be retained until all litigation, claims, or audit findings involving the records have been resolved.
13. SAVINGS
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way
after the effective date of this Contract and prior to normal completion, COMMERCE may suspend or
terminate the Contract under the "Termination for Convenience" clause, without the ten calendar day
notice requirement. In lieu of termination, the Contract may be amended to reflect the new funding
limitations and conditions.
14. SEVERABILITY
The provisions of this contract are intended to be severable. If any term or provision is illegal or invalid
for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of
the contract.
15. SUBCONTRACTING
The Contractor may only subcontract work contemplated under this Contract if it obtains the prior written
approval of COMMERCE.
If COMMERCE approves subcontracting, the Contractor shall maintain written procedures related to
subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause,
COMMERCE in writing may: (a) require the Contractor to amend its subcontracting procedures as they
relate to this Contract; (b) prohibit the Contractor from subcontracting with a particular person or entity;
or (c) require the Contractor to rescind or amend a subcontract.
Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The
Contractor is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term
or condition of this Contract. The Contractor shall appropriately monitor the activities of the
DocuSign Envelope ID: 31885CFB-A852-47EB-97D7-7FOD833CB1 F9
Subcontractor to assure fiscal conditions of this Contract. In no event shall the existence of a
subcontract operate to release or reduce the liability of the Contractor to COMMERCE for any breach
in the performance of the Contractor's duties.
Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for
claims or damages arising from a Subcontractor's'performance of the subcontract.
16. SURVIVAL
The terms, conditions, and warranties contained in this Contract that by their sense and context are
intended to survive the completion of the performance, cancellation or termination of this Contract shall
so survive.
17. TERMINATION FOR CAUSE
In the event COMMERCE determines the Contractor has failed to comply with the conditions of this
contract in a timely manner, COMMERCE has the right to suspend or terminate this contract. Before
suspending or terminating the contract, COMMERCE shall notify the Contractor in writing of the need
to take corrective action. If corrective action is not taken within 30 calendar days, the contract may be
terminated or suspended.
In the event of termination or suspension, the Contractor shall be liable for damages as authorized by
law including, but not limited to, any cost difference between the original contract and the replacement
or cover contract and all administrative costs directly related to the replacement contract, e.g., cost of
the competitive bidding, mailing, advertising and staff time.
COMMERCE reserves the right to suspend all or part of the contract, withhold further payments, or
prohibit the Contractor from incurring additional obligations of funds during investigation of the alleged
compliance breach and pending corrective action by the Contractor or a decision by COMMERCE to
terminate the contract. A termination shall be deemed a "Termination for Convenience" if it is
determined that the Contractor: (1) was not in default; or (2) failure to perform was outside of his or her
control, fault or negligence.
The rights and remedies of COMMERCE provided in this contract are not exclusive and are in addition
to any other rights and remedies provided by law.
18. TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Contract, COMMERCE may, by ten (10) business days written
notice, beginning on the second day after the mailing, terminate this Contract, in whole or in part. If
this Contract is so terminated, COMMERCE shall be liable only for payment required under the terms
of this Contract for services rendered or goods delivered prior to the effective date of termination.
19. TERMINATION PROCEDURES
Upon termination of this contract, COMMERCE, in addition to any other rights provided in this contract,
may require the Contractor to deliver to COMMERCE any property specifically produced or acquired
for the performance of such part of this contract as has been terminated. The provisions of the
"Treatment of Assets" clause shall apply in such property transfer.
COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed
work and services accepted by COMMERCE, and the amount agreed upon by the Contractor and
COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially
completed work and services, (iii) other property or services that are accepted by COMMERCE, and
(iv) the protection and preservation of property, unless the termination is for default, in which case the
Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree
with such determination shall be a dispute within the meaning of the "Disputes" clause of this contract.
COMMERCE may withhold from any amounts due the Contractor such sum as the Authorized
Representative determines to be necessary to protect COMMERCE against potential loss or liability.
The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this contract.
DocuSign Envelope ID: 31885CFB-A852-47EB-97D7-7FOD833CB1 F9
After receipt of a notice of termination, and except as otherwise directed by the Authorized
Representative, the Contractor shall:
A. Stop work under the contract on the date, and to the extent specified, in the notice;
B. Place no further orders or subcontracts for materials, services, or facilities except as may be
necessary for completion of such portion of the work under the contract that is not terminated;
C. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized
Representative, all of the rights, title, and interest of the Contractor under the orders and
subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to settle or
pay any or all claims arising out of the termination of such orders and subcontracts;
D. Settle all outstanding liabilities and all claims arising out of such termination of orders and
subcontracts, with the approval or ratification of the Authorized Representative to the extent the
Authorized Representative may require, which approval or ratification shall be final for all the
purposes of this clause;
E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by
the Authorized Representative any property which, if the contract had been completed, would have
been required to be furnished to COMMERCE;
F. Complete performance of such part of the work as shall not have been terminated by the Authorized
Representative; and
G. Take such action as may be necessary, or as the Authorized Representative may direct, for the
protection and preservation of the property related to this contract, which is in the possession of
the Contractor and in which the Authorized Representative has or may acquire an interest.
20. TREATMENT OF ASSETS
Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property
furnished by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a direct
item of cost under this contract, shall pass to and vest in COMMERCE upon delivery of such property
by the Contractor. Title to other property, the cost of which is reimbursable to the Contractor under this
contract, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the
performance of this contract, or (ii) commencement of use of such property in the performance of this
contract, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first
occurs.
A. Any property of COMMERCE furnished to the Contractor shall, unless otherwise provided herein
or approved by COMMERCE, be used only for the performance of this contract.
B. The Contractor shall be responsible for any loss or damage to property of COMMERCE that results
from the negligence of the Contractor or which results from the failure on the part of the Contractor
to maintain and administer that property in accordance with sound management practices.
C. If any COMMERCE property is lost, destroyed or damaged, the Contractor shall immediately notify
COMMERCE and shall take all reasonable steps to protect the property from further damage.
D. The Contractor shall surrender to COMMERCE all property of COMMERCE prior to settlement
upon completion, termination or cancellation of this contract
All reference to the Contractor under this clause shall also include Contractor's employees, agents
or Subcontractors.
21. WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach.
Any waiver shall not be construed to be a modification of the terms of this Contract unless stated to be
such in writing and signed by Authorized Representative of COMMERCE.
DocuSign Envelope ID: 31885CFB-A852-47EB-97D7-7FOD833CB1F9
Scope of Work
Attachment A
Steps/
Deliverables
Description
End Date
-Action 1
-Conduct-background research for new Chapter
-811/2022
Step 1.1
Staff review of Vision 2050 policies and King County CPPs
9/1 /2022
Step 1.2
Review Goals & Policies in peer cities Comprehensive Plans
9/1 /2022
Deliverable 1
Provide relevant research to be used in developing the
RFP
Scope work for RFP
Advertise RFP
Select consultant
9/15/2022
Action 2
8/1/2022
Step 2.1
8/15/2022
Step 2.2
9/15/2022
Deliverable 2
Provide copies of proposals received
9/16/2022
Action 3
Develop and implement community outreach effort.
8/1/2022
10/3/2022
Step 3.1
Post surveys on City engagement site (www.engagefw.com)
Step 3.2
Deliverable 3
Action 4
Step 4.1
Conduct minimum 2 in -person outreach events
11/1/2022
12/1/2022
Summary report of community engagement
Plan development
2/1/2023
Utilize information provided by consultant to draft Goals, Policies and
Action items for the Comprehensive Plan chapter
4/3/2023
Step 4.2
Planning Commission review and recommendation of draft chapter.
6/7/2023
Deliverable 4 Minutes from Planning Commission recommending preliminary
approval of the draft Chapter
6/15/2023
DocuSign Envelope ID: 31885CFB-A852-47EB-97D7-7FOD833CB1 F9
Budget
Attachment B
Grant Objective: Develop draft Text, Goals, Policies, and Actions relating
to reducing Greenhouse Gas Emissions to be incorporated into a new
Climate & Resiliency Chapter of the City's Comprehensive Plan
Commerce Funds
Deliverable 1. Background research $ 5,000
Deliverable 2. RFP for Consultant selection $ 5,000
Deliverable 3. Summary report of Community Engagement $ 5,000
Deliverable 4. draft Chapter text, Goals, Policies and actions relating to
Greenhouse Gas Emissions to be incorporated into the Climate & $ 65,000
Resiliency Chapter of the Comprehensive Plan
Total: $80,000