AG 23-072 - WASHINGTON STATE DEPARTMENT OF COMMERCERETURN TO: Kari Cimmer EXT: 2629
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#): O INTERLOCAL
❑ OTHER
5. PROJECT NAME: GMA Periodic Updates Commerce Inlerlocal
6. NAME OF CONTRACTOR: Washington stale Dept. of Commerce
ADDRESS: PO Box 42525; Olympia WA 98504 TELEPHONE (360) 725-3048
E-MAIL: p-johnsun0cemmerce.wa.go° FAX: Cell: (360) 259-6924
SIGNATURE NAME: Mark K. Barkley TITLE Assistant Director
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: COMPLETION DATE: 6/30/23
9. TOTAL COMPENSATION S $07,500 (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES ONO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ®YES ONO IF YES, S 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 N/A
R DIRECTOR KN/1/25/23 KN/1/25/23
❑ RISK MANAGEMENT (IF APPLICABLE) N/A
* LAW KVA 1/25/2023
11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: February 6, 2023 COUNCIL APPROVAL DATE: February 21, 2023
12. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: N/A 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 / DATE SIGNED
A LAW DEPARTMENT N/A
A SIGNATORY (MAYOR OR DIRECTOR) BD 2/17/23
9 CITY CLERK 1
A ASSIGNED AG#
COMMENTS:
DOG Grant - 23-63210-031 • GMA Periodic Updates
'_!20I7
DocuSign Envelope ID: E5CDDE67-7B66-4BC6-9257-1812F821A07B
.tlr Washington State
Department of
►%O Commerce
Interagency Agreement with
For
City of Federal Way
through
Growth Management Services
Contract Number:
23-63210-031
GMA Periodic Update Grant — FY2023
Dated: Date of Execution
DocuSign Envelope ID: E5CDDE67-7B66-4BC6-9257-1812F821A07B
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Table of Contents
CITYOF FEDERAL WAY...........................................................................................................................................1
TABLEOF CONTENTS............................................................................................................................................. 2
FACESHEET............................................................................................................................................................3
SPECIALTERMSAND CONDITIONS.........................................................................................................................4
1.
AUTHORITY.....................................................................................................................................................4
2.
CONTRACT MANAGEMENT............................................................................................................................. 4
3.
COMPENSATION..................................................................................I............................. .......................4
.......
4.
BILLING PROCEDURES AND PAYMENT............................................................................................................ 4
S.
SUBCONTRACTOR DATA COLLECTION................................._...................................................................I......5
6.
INSURANCE..................................................................................................................................................... 5
7.
FRAUD AND OTHER LOSS REPORTING............................................................................................................ 5
8.
ORDER OF PRECEDENCE................................................................................................................................. 5
GENERAL TERMS AND CONDITIONS.......................................................................................................................6
1.
DEFINITIONS...................................................................................................................................................6
2.
ALL WRITINGS CONTAINED HEREIN................................................................................................................
6
3.
AMENDMENTS................................................................................................................................................6
4.
ASSIGNMENT.................................................................................................................................................
6
5.
CONFIDENTIALITYAND SAFEGUARDING OF INFORMATION......................................................................... 6
6.
COPYRIGHT.....................................................................................................................................................7
7.
.................
DISPUTES........................................................................................................................ ............... 7
8.
GOVERNING LAW AND VENUE......................................................................................................................... 8
9.
INDEMNIFICATION..........................................................................................................................................
8
10.
LICENSING, ACCREDITATION AND REGISTRATION......---.............................................................................. 8
11.
RECAPTURE.....................................................................................................................................................8
12.
RECORDS MAINTENANCE............................................................................................................................... 8
13.
SAVINGS..........................................................................................................................................................8
14.
SEVERABILITY..................................................................................................................................................8
15.
SUBCONTRACTING.........................................................................................................................................
9
16.
SURVIVAL........................................................................................................................................................9
17.
TERMINATION FOR CAUSE..............................................................................................................................9
18.
TERMINATION FOR CONVENIENCE.................................................................................................................
9
19.
TERMINATION PROCEDURES..........................................................................................................................
9
20.
TREATMENT OF ASSETS....................................................................................................................
10
21.
WAIVER.........................................................................................................................................................11
ATTACHMENT A: SCOPE OF WORK......................................................................................................................12
ATTACHMENTB: BUDGET....................................................................................................................................13
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1. Contractor
City of Federal Way
Community Development
33325 — 8th Avenue South
Federal Way, WA 98003
3. Contractor Representative
Keith Niven
Planning Manager
(253) 835-2643
Keith.n ive nacilyoffedera€way. com
Farrp Shppt
Contract Number: 23-63210-031
Local Government Division
Growth Management Services
2. Contractor Doing Business As (as applicable)
N/A
4. COMMERCE Representative
Keri Sallee
Senior Planner
(564) 200-2338
keri.saile_eP_comm erce.wa.Qov
5. Contract Amount 6. Funding Source
$87,500 Federal: ❑ State: ® Other: ❑ N/A: ❑
9. Federal Funds (as applicable) Federal Agency:
N/A
PO Box 42525
1011 Plum St. SE
Olympia, WA 98504
7. Start Date
Date of Execution
ALN
N/A
8. End Date
June 30, 2023
N/A _
10. Tax ID # 11. SWV # i 12. UBI # 13. UEI #
NIA SWV0015957-00 601-223-538 NIA
14. Contract Purpose
Grant funding to assist the city with planning work for the completion the Growth Management Act (GMA) requirement to
review and revise the comprehensive plan and development regulations under RCW 36.70A.130(5).
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 incorporated by reference: Contractor Terms and Conditions including Attachment "X—Scope
of Work and Attachment B - Budget
FOR C
Brlan Davis, y Administrator
City of Federal Way
February 17, 2023
FOR COMMERCE
FOvcuSipned by;
� bm�u�
Mark K.' Barkley, Assistant Director
Local Government Division
1 3/21/2023 1 2:58 PM PDT
Date
APPROVED AS TO FORM ONLY
BY ASSISTANT ATTORNEY GENERAL
APPROVAL ON FILE
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Special Terms and Conditions
1. 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 eighty-seven thousand five hundred dollars
($87,500), 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 and deliverables provided and receipt
of properly completed invoices, which shall be submitted to the Representative for COMMERCE not
more often than monthly nor less than quarterly.
The parties agree this is a performance -based contract intended to produce the deliverables identified
in Scope of Work (Attachment A). Payment of any invoice shall be dependent upon COMMERCE'S
acceptance of Contractor's performance and/or deliverable. The invoices shall describe and
document, to COMMERCE's satisfaction, a description of the work performed, the progress of the
project, and fees. The invoice shall include the Contract Number 23-63210-031. 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 underthis Agreement
shall be made by COMMERCE.
Grant Start Date
COMMERCE will pay the Contractor for costs incurred beginning July 1, 2022, for services and
deliverables described under this Agreement.
Duplication of Billed Costs
The Contractor shall not bill COMMERCE for services performed under this Agreement, and
COMMERCE shall not pay the Contractor, if the Contractor is entitled to payment or has been or will
be paid by any other source, including grants, for that service.
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Disallowed Costs
The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its subcontractors.
COMMERCE may, in its sole discretion, withhold ten percent (10%) from each payment until
acceptance by COMMERCE of the final report (or completion of the project, etc.).
Line Item Transfers
The total amount of transfers of funds between line item budget categories shall not exceed ten
percent (10%) of the total budget, If the cumulative amount of these transfers exceeds or is expected
to exceed ten percent, the total budget shall be subject to justification and negotiation of a contracts
amendment by the Contractor and COMMERCE.
Ineligible Costs
Only eligible project -related costs will be reimbursed. Ineligible costs include, but are not necessarily
limited to: capital expenses, such as land acquisition or construction costs; purchase of machinery;
hosting expenses, such as meals, lodging, or transportation incurred by persons other than staff and
volunteers working directly on the project; lobbying or political influencing; and other costs which are
not directly related to the project.
5. SUBCONTRACTOR DATA COLLECTION
Contractor will submit reports, in a form and format to be provided by Commerce and at intervals as
agreed by the parties, regarding work under this Contract performed by subcontractors and the portion
of Contract funds expended for work performed by subcontractors, including but not necessarily
limited to minority -owned, woman -owned, and veteran -owned business subcontractors.
"Subcontractors" shall mean subcontractors of any tier.
6. 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.
FRAUD AND OTHER LOSS REPORTING
Contractor shall report in writing all known or suspected fraud or other loss of any funds or other
property furnished under this Contract immediately or as soon as practicable to the Commerce
Representative identified on the Face Sheet.
8. ORDER OF PRECEDENCE
In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving
precedence in the following order:
Applicable federal and state of Washington statutes and regulations
• Special Terms and Conditions
• General Terms and Conditions
Attachment A — Scope of Work
Attachment B — Budget
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General Terms and Conditions
DEFINITIONS
As used throughout this Contract, the following terms shall have the meaning set forth below:
A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing
to act on the Director's behalf.
B. "COMMERCE" shall mean the Washington Department of Commerce.
C. "Contract" or "Agreement" or "Grant" means the entire written agreement between
COMMERCE and the Contractor, including any Attachments, documents, or materials
incorporated by reference. E-mail or Facsimile transmission of a signed copy of this contract
shall be the same as delivery of an original.
D. "Contractor" or "Grantee" 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, and "Protected Health Information" under the federal Health Insurance Portability
and Accountability Act of 1996 (HIPAA).
F. "State" shall mean the state of Washington.
G. "Subcontractor" shall mean one not in the employment of the Contractor, who is performing all
or part of those services under this Contract under a separate contract with the Contractor. The
terms "subcontractor" and "subcontractors" mean subcontractor(s) in any tier.
2. 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
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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. 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 withiri the time period specified by COMMERCE. Upon request, the Contractor shall
immediately return to COMMERCE any Confidential Information that GOMMERCE 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.
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
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prevailing. The determination of the Dispute Board shall be final and binding on the parties hereto. As
an alternative to this process, either of the parties may request intervention by the Governor, as
provided by RCW 43.17.330, in which event the Governor's process will control.
8. GOVERNING LAW AND VENUE
This Contract shall be construed and interpreted in accordance with the laws of the state of
Washington, and the venue of any action brought hereunder shall be in the Superior Court for
Thurston County.
9. INDEMNIFICATION
Each party shall be solely responsible for the acts of its employees, officers, and agents
10. LICENSING, ACCREDITATION_ AND REGISTRATION
The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and
registration requirements or standards necessary for the performance of this Contract.
11. RECAPTURE
In the event that the Contractor fails to perform this Contract in accordance with state laws, federal
laws, and/or the provisions of this Contract, COMMERCE reserves the right to recapture funds in an
amount to compensate COMMERCE for the noncompliance in addition to any other remedies
available at law or In equity.
Repayment by the Contractor of funds under this recapture provision shall occur within the time period
specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments
due under this Contract.
12. RECORDS MAINTENANCE
The Contractor shall maintain books, records, documents, data and other evidence relating to this
contract and performance of the services described herein, including but not limited to accounting
procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature
expended in the performance of this contract.
The Contractor shall retain such records for a period of six years following the date of final payment.
At no additional cost, these records, including materials generated under the contract, shall be subject
at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by
COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law,
regulation or agreement.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the records
shall be retained until all litigation, claims, or audit findings involving the records have been resolved.
13. SAVINGS
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way
after the effective date of this Contract and prior to normal completion, COMMERCE may suspend or
terminate the Contract under the "Termination for Convenience" clause, without the ten calendar day
notice requirement, In lieu of termination, the Contract may be amended to reflect the new funding
limitations and conditions.
14. SEVERABILITY
The provisions of this contract are intended to be severable. If any term or provision is illegal or invalid
for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of
the contract.
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1s. SUBCONTRACTING
The Contractor may only subcontract work contemplated under this Contract if it obtains the prior
written approval of COMMERCE.
If COMMERCE approves subcontracting, the Contractor shall maintain written procedures related to
subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause,
COMMERCE in writing may: (a) require the Contractor to amend its subcontracting procedures as
they relate to this Contract; (b) prohibit the Contractor from subcontracting with a particular person or
entity; or (c) require the Contractor to rescind or amend a subcontract.
Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The
Contractor is' responsible to COMMERCE if the Subcontractor fails to comply with any applicable term
or condition of this Contract. The Contractor shall appropriately monitor the activities of the
Subcontractor to assure fiscal conditions of this Contract. In no event shall the existence of a
subcontract operate to release or reduce the liability of the Contractor to COMMERCE for any breach
in the performance of the Contractor's duties.
Every subcontract shall include a term that COMMERCE and the State of Washington are not liable
for claims or damages arising from a Subcontractor's performance of the subcontract.
16. SURVIVAL
The terms, conditions, and warranties contained in this Contract that by their sense and context are
intended to survive the completion of the performance, cancellation or termination of this Contract
shall so survive.
17. TERMINATION FOR CAUSE
In the event COMMERCE determines the Contractor has failed to comply with the conditions of this
contract in a timely manner, COMMERCE has the right to suspend or terminate this contract. Before
suspending or terminating the contract, COMMERCE shall notify the Contractor in writing of the need
to take corrective action. If corrective action is not taken within 30 calendar days, the contract may be
terminated or suspended.
In the event of termination or suspension, the Contractor shall be liable for damages as authorized
by law including, but not limited to, any cost difference between the original contract and the
replacement or cover contract and all administrative costs directly related to the replacement contract,
e.g., cost of the competitive bidding, mailing, advertising and staff time.
COMM E RCE.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.
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COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed
work and services accepted by COMMERCE, and the amount agreed upon by the Contractor and
COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially
completed work and services, (iii) other property or services that are accepted by COMMERCE, and
(iv) the protection and preservation of property, unless the termination is for default, in which case the
Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree
with such determination shall be a dispute within the meaning of the "Disputes" clause of this contract.
COMMERCE may withhold from any amounts due the Contractor such sum as the Authorized
Representative determines to be necessary to protect COMMERCE against potential loss or liability.
The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this contract.
After receipt of a notice of termination, and except as otherwise directed by the Authorized
Representative, the Contractor shall:
A. Stop work under the contract on the date, and to the extent specified, in the notice;
B. Place no further orders or subcontracts for materials, services, or facilities except as may be
necessary for completion of such portion of the work under the contract that is not terminated;
C. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the
Authorized Representative, all of the rights, title, and interest of the Contractor under the orders
and subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to
settle or pay any or all claims arising out of the termination of such orders and subcontracts;
D. Settle all outstanding liabilities and all claims arising out of such termination of orders and
subcontracts, with the approval or ratification of the Authorized Representative to the extent
the Authorized Representative may require, which approval or ratification shall be final for all
the purposes of this clause;
E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed
by the Authorized Representative any property which, if the contract had been completed,
would have been required to be furnished to COMMERCE;
F. Complete performance of such part of the work as shall not have been terminated by the
Authorized Representative; and
G. Take such action as may be necessary, or as the Authorized Representative may direct, for
the protection and preservation of the property related to this contract, which is in the
possession of the Contractor and in which COMMERCE has or may acquire an interest.
20. TREATMENT OF ASSETS
Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property
furnished by the Contractor, for the cost of which .the Contractor is entitled to be reimbursed as a
direct item of cost under this contract, shall pass to and vest in COMMERCE upon delivery of such
property by the Contractor. Title to other property, the cost of which is reimbursable to the Contractor
under this contract, shall pass to and vest in COMMERCE upon (i) issuance for use of such property
in the performance of this contract, or (ii) commencement of use of such property in the performance
of this contract, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in part,
whichever first occurs.
A. Any property of COMMERCE furnished to the Contractor shall, unless otherwise provided
herein or approved by COMMERCE, be used only for the performance of this contract.
B. The Contractor shall be responsible for any loss or damage to property of COMMERCE that
results from the negligence of the Contractor or which results from the failure on the part of the
Contractor to maintain and administer that property in accordance with sound management
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.f IAA-
ftr. 'i I Lv; IT
practices.
C. If any COMMERCE property is lost, destroyed or damaged, the Contractor shall immediately
notify COMMERCE and shall take all reasonable steps to protect the property from further
damage.
D. The Contractor shall surrender to COMMERCE all property of COMMERCE prior to settlement
upon completion, termination or cancellation of this contract.
E. All reference to the Contractor under this clause shall also include Contractor's employees,
agents or Subcontractors.
21. WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or
breach. Any waiver shall not be construed to be a modification of the terms of this Contract unless
stated to be such in writing and signed by Authorized Representative of COMMERCE.
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Attachment A: Scope of Work
Tasks /
Description
End Date
Actions /
Deliverables
Task 1
Update to City Center and new Downtown
section for new "Centers" chapter
Action(s)
Draft Goals, Policies and development
7/2022
regulations
Action(s)
Community Outreach
8/2022 - 212023
! Action(s)
Refine Goals, Policies, and development
5/2023
regulations
Deliverable 1.1
a Approved updated City Center Goals,
Policies & development regulations and
12131 /2023
new Goals, Policies & development
regulations for Downtown
i Summary progress report on the update
6/30/2023
work by June 30, 2023.
6/30/2030
Deliverable 1.1
Commerce periodic update checklist
Task 2
Develop a sub -area plan for S. Station
Action(s)
Select consultant & execute contract
3/2022
'Action(s) Community Outreach 7/2022 -
1212023
Action(s) Draft sub -area plan 12/2023
Action(s) Final sub -area plan 1212024
Deliverable 2
Economic Analysis (Leland Consulting) and
6/30/2023
Existing Conditions (OTAK).
DocuSign Envelope ID: E5CDDE67-7B66-4BC6-9257-1812F821A07B
Attachment B: Budget
SFY 2023 Task/Deliverable
Deliverable 1.1-1.2 — draft new policies, goals, and
regulations for CC-C and downtown (part of updated
vision for the City Center) and progress report.
Deliverable 2 - S Station Economic Analysis and
Existing Conditions
Total Grant (SFY 2023 only)
SFY 2023
Amount
$112,500
$50,000
$162-1500