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AG 24-022 - WA DEPARTMENT OF COMMERCERETURN TO: Chaney Skadsen EXT: 1 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV. Planning - CD 2. ORIGINATING STAFF PERSON: Chaney Skadsen EXT: 2644 DATE REQ. BY. 11/22/23 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT 2 PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG#): ❑ OTHER 5. PROJECT NAME: Authorize Acceptance of Middle Housing Grant ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION M INTERLOCAL b. NAME OF CONTRACTOR: ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: N SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR Cr��f ONTRACT/AMENDMENTS I � 8. TERM: COMMENCEMENT DATE: 0� � COMPLETION DATE: O 1 od;'�ac 9. TOTAL COMPENSATION $ 41�, ow (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES IN NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW 2 PROJECT MANAGER 0 DIRECTOR ❑ RISKMANAGEMENT (IFAPPLICABLE) © LAW ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED INITIAL / DATE REVIEWED CS 11/20/23 KN / 11.20.23 KVA 11/21/23 INITIAL / DATE APPROVED 11 /20/23 KN / 11.20.23 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: 12/412023 COUNCIL APPROVAL DATE: 1/2/2024 12. CONTRACT SIGNATURE ROUTING IIN SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: A 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 ❑ LAW DEPARTMENT qq ® SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# AG# COMMENTS: This document is to be signed via Docusign 212017 DocuSign Envelope ID: 3A88AC49-2600-4B3A-BBB1-6EC77BB5C2E2 Washington State r Department ❑f 'V40 Commerce Interagency Agreement with City of Federal Way through Growth Management Services Contract Number: 24-63336-115 For Middle Housing Grant Dated: Date of Execution DocuSign Envelope ID: 3A88AC49-2600-4B3A-BBB1-6EC77BB5C2E2 Washington Stale OV� Gel:t•:runt at 1411110 Cumnierm Table of Contents Tableof Contents...........................................................................................................................2 FaceSheet......................................................................................................................................3 Special Terms and Conditions.....................................................................................................4 1. AUTHORITY................................................................................................................................... 4 2. CONTRACT MANAGEMENT......................................................................................................4 3. COMPENSATION..........................................................................................................................4 5. SUBCONTRACTOR DATA COLLECTION...............................................................................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. CONFIDENTIALITY AND 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 AttachmentA: Scope of Work..........................................................................................................12 AttachmentB: Budget......................................................................................................................15 Page 2 of 15 DocuSign Envelope ID: 3A88AC49-2600-4B3A-BBB1-6EC77BB5C2E2 �►� washiirg:w stdlo: CrleP2 Xhen1 Of �i►� :c�mmet cx° 1. Contractor City of Federal Way 33325 8th Ave S Federal Way, WA-98003 Face Sheet Contract Number: 24-63336-115 Local Government Division Growth Management Services Middle Housing Grants 2. Regional Planner Carol Holman Carol.Holman@commerce.wa.00v 3. Contractor Representative 4. COMMERCE Representative Chaney Skadsen Anne Aurelia Fritzel 1011 Plum Street SE Senior Planner Housing Planning Manager Olympia, WA 98504 253-835-2644 or 253-569-1772 360-259-5216 Chane .5kadsen cit offederalwa .cam Anne. Friizei@coninierce.wa.cov 5. Contract Amount 6. Funding Source 7. Start Date 8. End Date $75,000 1 Federal: ❑ State: ® Other: ❑ N/A: ❑ Date of Execution June 15, 2025 9. Federal Funds (as applicable) N/A 10.Tax ID# Federal Agency: ALN N/A N/A 11. SWV # 1 12. UBI # 13. UEI # N/A 100-1595700 601-223-538 N/A 14. Contract Purpose For activities that support the preparation and adoption of policies and/or codes and other measures specific to implement middle housing (RCW 36.70A.030(26)) by applicable statutory deadlines. 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 "A" — Scope of Work, and Attachment "B" — Budget. FOR CONTRACTOR C4ocuSigned 6y: K r� E4F8CCD918F84F5 Jim Ferrell, Mayor City of Federal Way 1/22/2024 1 5:04 PM PST Date FOR COMMERCE E NcuSigrted 6y: 80312904855C458 Mark K. Barkley, Assistant Director Local Government Division 1/25/2024 1 7:03 AM PST Date APPROVED AS TO FORM ONLY BY ASSISTANT ATTORNEY GENERAL APPROVAL ON FILE Page 3 of 15 DocuSign Envelope ID: 3A88AC49-2600-4B3A-BBBI-6EC77BB5C2E2 j&Waslring'.on Stale Depa 941110T COmlIII 'i'c'l 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 $75,000 (seventy-five thousand dollars), 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 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 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 24- 63336-115. 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 Contractor must invoice for all expenses from the beginning of the contract through June 30, regardless of the contract start and end date. 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. Any payment made by COMMERCE Page 4 of 15 DocuSign Envelope ID: 3A88AC49-2600-4B3A-BBB1-6EC77BB5C2E2 Washing:on State 'PAO col lliitf'['['(' for costs that are determined to be duplicate, in Commerce's sole determination, shall be subject to recapture and may result in suspension or termination of this Contract. 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.). 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. 7. 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 Page 5 of 15 DocuSign Envelope ID: 3A88AC49-2600-4B3A-BBB1-6EC77BB5C2E2 • t Washina*.on SIaLe 1.- of �40� C.)f f. it it'E'Ce 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: L 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 Page 6 of 15 DocuSign Envelope ID: 3A88AC49-2600-4B3A-BBB1-6EC77BB5C2E2 . Olashiny:on Slate Ual:a • : t t� rtl ui ill. 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 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, surreys, 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 Page 7 of 15 DocuSign Envelope ID: 3A88AC49-2600-4B3A-BBBI-6EC77BB5C2E2 V dUl11i1C:,-i? � dih �*4 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 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. Page 8 of 15 DocuSign Envelope ID: 3A88AC49-2600-4B3A-BBBi-6EC77BB5C2E2 Washington Slate Ge�s�':ri�r :• %of coffin-•rl 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 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 Page 9 of 15 DocuSign Envelope ID: 3A88AC49-2600-4B3A-BBBi-6EC77BB5C2E2 Washina:on Stale Depa-ment of y� Commerce acquired for the performance of such part of this contract as has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer. COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by COMMERCE, and the amount agreed upon by the Contractor and COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially completed work and services, (iii) other property or services that are accepted by COMMERCE, and (iv) the protection and preservation of property, unless the termination is for default, in which case the Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this contract. COMMERCE may withhold from any amounts due the Contractor such sum as the Authorized Representative determines to be necessary to protect COMMERCE against potential loss or liability. The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Authorized Representative, the Contractor shall: 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. Page 10 of 15 DocuSign Envelope ID: 3A88AC49-2600-4B3A-BBBl-6EC77BB5C2E2 04 washitig.m Slag 111i►i C0epa,:Mens PE ommercx 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. 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. Page 11 of 15 DocuSign Envelope ID: 3A88AC49-2600-4B3A-BBBI-6EC77BB5C2E2 ,. Washing:on SLate Attachment A: Scope of Work Grant Objective: Conduct middle housing specific community outreach, prepare and adopt a housing ordinance addressing Middle Housing that implements the requirements L-j.j I 0-arrteUdinq Federal Wode. Actions/Steps/ Description Start Date End Date Deliverables Plan and Publish Middle Action 1 Housing Public June 2023 May 2024 Engagement Materials Step 1.1 Develop middle housing Sep 2023 Dec 2024 public engagement plan Buy subscription to Engage HQ host Middle Housing Step 1.2 webpage informational Dec 2024 May 2024 materials, surveys, for the public Deliverable 1 Middle Housing Public Engagement Plan and May 31, 2024 Engagement Materials Draft middle housing amendments to the Action 2 Housing Chapter of the July 2023 May 2024 Comprehensive Plan to comply with HB 1110 Draft amendments to text, Step 2.1 goals, policies, actions of the July 2023 May 2024 Housing Chapter specific to HB 1110 Hold public meetings, outreach events, identify and conduct outreach to vulnerable populations, Step 2.2 inform and solicit feedback July 2023 May 2024 from stakeholders, develop and update social media materials specific to HB 1110. Page 12 of 15 DocuSign Envelope ID: 3A88AC49-2600-4B3A-BBB1-6EC77BB5C2E2 .*Washington State rlapa-rr�vm vi ��� (,O371lZiCTL't' Deliverable 2 Draft amendments to text, goals, policies, and actions to the Housing May 31, 2024 Chapter of the Comprehensive Plan specific to HB 1110 Action 3 , jpt text, goals, policies, and actions to the Housing Mar 2024 Jan 2025 Chapter specific to HB 1110 Transmit draft Housing Chapter amendments addressing Middle Housing Step 3.1 to the State for State agency June 2024 Aug 2024 review (RCW 36.70A.106). Issue Environmental Review (SEPA) Step 3.2 Planning Commission Public Jul 2024 Aug 2024 Hearing(s) Land Use and Transportation Committee Step 3.3 consideration of Planning Aug 2024 Oct 2024 Commission recommendation City Council adopt ordinance Step 3.4 (as part of Comprehensive Nov 2024 Dec 2024 Plan Periodic Update) addressing Middle Housing Adopt Middle Housing related text, goals, policies and action specific to HB Deliverable 3 1110 as part of the Jan 31, 2025 Housing Chapter to the Periodic Update of the Comprehensive Plan Prepare raft Middle Action 4 Housing Development Jan 2024 April 2025 Regulation Amendments Analysis of options for HB 1110 compliance. Meetings Step 4.1 with Planning Commission Jan 2024 Aug 2024 on direction for development regulation amendments Page 13 of 15 DocuSign Envelope ID: 3A88AC49-2600-4B3A-BBBI-6EC77BB5C2E2 �n Washing:onSlale F t: — ��►� CMITI! D ,t Audit existing development Step 4.2 regulations for needed Jan 2024 Aug 2024 middle housing related amendments Review Commerce Middle Step 4.3 Housing Model Ordinance Mar 2024 Sep 2024 and other resources Deliverable 4 Draft Housing ordinance amending development April 30, 2025 regulations addressing Middle Housing Adopt development Action 5 regulations addressing July 1, 2024 June 15, 2025 Middle Housing Transmit draft Housing ordinance addressing Middle Housing to the State for Step 5.1 State agency review (RCW Dec 2024 Feb 2025 36.70A.106). Issue Environmental Review (SEPA) Step 5.2 Planning Commission Public Feb 2025 Mar 2025 Hearing Land Use and Transportation Committee Step 5.3 consideration of Planning April 2025 May 2025 Commission recommendation City Council adoption of Step 5.4 development regulation May 2025 June 2025 amendment ordinance for addressing Middle Housing Deliverable 5 Adopted Housing ordinance addressing June 15, 2025 Middle Housing Page 14 of 15 DocuSign Envelope ID: 3A88AC49-2600-4B3A-BBB1-6EC77BB5C2E2 .1►. ;Yaslling :wI State Depa-:m@n1 of C(xhrwTV"e Attachment B: Budget Grant Objective: Conduct middle housing specific community outreach, prepare and adopt a housing ordinance addressing Middle Housing that implements the requirements of HB 1110 amending Federal Way Revised Commerce Code, Fiscal Year FY Funds Deliverable 1: Public Engagement Plan and Engagement I FY1 — May 31, 2024 $25,000 Materials Deliverable 2: Draft amended Housing Chapter to the I FY1 — May 31, 2024 I $12,500 Comprehensive Plan Deliverable 3: Adopt Middle Housing related goals, policies FY2 — January 31, 2025 $10,000 and action as part of the Periodic Update of the Comprehensive Plan Deliverable 4: Draft Housing ordinance amending FY2 — April 30, 2025 $12,500 development regulations addressing Middle Housing Deliverable 5: Adopted Housing ordinance addressing FY2 — June 15, 2025 $15,000 Middle Housing Grant Total: $75,000 Funds must be invoiced in the appropriate fiscal year (FY1 or FY2), or they may not be able to be paid. Please be sure to invoice for all FY1 by June 30, 2024 and FY2 by June 30, 2025. Page 15 of 15 DocuSign Envelope ID: 3A88AC49-2600-4B3A-BBB1-6EC77BB5C2E2 Internal routing form. Will be deleted after contract fully signed. Commerce GMS programs - Contract review and routing form Reviewer I Name I Initials and Date CDs Budget Analyst Corina Campbell I r P 1/12/2024 1 10: 59 AM PST Llii 1/12/2024 1 11:00 AM PST GMS Managing Director Dave Andersen Deputy Assistant Director— LGD Tony Hanson as 1/25/2024 1 7:02 AM PST DocuSign Certificate Of Completion Envelope Id: 3ABBAC4926004B3ABBB16EC77BB5C2E2 Status: Completed Subject: Complete with DocuSign: Federal Way Middle Housing Division: Local Government Program: MH ContractN umber: 24-63336-115. DocumentType: Contract Source Envelope: Document Pages: 16 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 1 Ashley Murphy AutoNav: Enabled 1011 Plum Street SE Envelopeld Stamping: Enabled MS 42525 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Olympia, WA 98504-2525 ashley.murphy@commerce.wa.gov IP Address: 198.239.106.155 Record Tracking Status: Original Holder: Ashley Murphy Location: DocuSign 1/22/2024 4:57:04 PM ashley.murphy@commerce.wa.gov Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: Washington State Department of Commerce Location: DocuSign Signer Events Signature Timestamp Jim Ferrell ;gr,.d W. Sent: 1/22/2024 4:59:13 PM Jim.Ferrell@cityoffederalway.com 50's V4 Fvml[. Viewed: 1/22/2024 5:04:33 PM Security Level: Email, Account Authentication W=°Q `6'F$ Signed: 1/22/2024 5:04:39 PM (None) Signature Adoption: Pre -selected Style Using IP Address: 146.129.247.195 Electronic Record and Signature Disclosure: Accepted: 8/26/2021 7:38:36 AM ID: bf3c2fOf-b6c3-4d16-bc9b-32a5ad4e2f8d Tony Hanson Sent: 1/22/2024 5:04:41 PM E'" tony.hanson@commerce.wa.gov Viewed: 1/25/2024 7:02:34 AM Washington State Department of Commerce Signed: 1/25/2024 7:02:42 AM Security Level: Email, Account Authentication (None) Signature Adoption: Pre -selected Style Using IP Address: 198.239.106.203 Electronic Record and Signature Disclosure: Not Offered via DocuSign OuevSiq-d by: Mark Barkley � Sent: 1/25/2024 7:02:45 AM mark.barkley@commerce.wa.gov 6al' tt' Viewed: 1/25/2024 7:02:55 AM Assistant Director 802UANwsc45e Signed: 1/25/2024 7:03:01 AM Washington State Department of Commerce Signature Adoption: Pre -selected Style Security Level: Email, Account Authentication (None) Using IP Address: 147.55.134.38 Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Paul Johnson Sent: 1/22/2024 4:59:12 PM paul.johnson@commerce.wa.gov COPIED Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Chaney Skadsen Sent: 1/22/2024 4:59:13 PM Chaney.skadsen@cityoffederalway.com COPIED Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Samantha Homan Sent: 1/22/20244:59:13 PM Samantha.homan@cityoffederalway.com COPIED Viewed: 1/23/2024 8:10:03 AM Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/22/20244:59:12 PM Certified Delivered Security Checked 1/25/2024 7:02:55 AM Signing Complete Security Checked 1/25/2024 7:03:01 AM Completed Security Checked 1/25/2024 7:03:01 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 8/11/2020 4:44:12 PM Parties agreed to: Jim Ferrell ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Washington State Department of Commerce (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. 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Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check -box next to `I agree to use electronic records and signatures', you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify Washington State Department of Commerce as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Washington State Department of Commerce during the course of your relationship with Washington State Department of Commerce.