HomeMy WebLinkAboutResolution 26-060-CCGRANT COUNTY
COMMISSIONERS AGENDA MEETING REQUEST FORM
(Must be submitted to the Clerk of the Board by 12:00pm on Thursday)
REQUESTING DEPARTMENT: Development Servies
REQUEST SUBMITTED BY: Jim Anderson -Cook
CONTACT PERSON ATTENDING ROUNDTABLE: Jim Anderson -Cook
CONFIDENTIAL INFORMATION: ❑YES ®NO
DATE: 8/20/2026
PHONE: 2522
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RAgreement / Contract
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❑WSLCB
ELEEM19
Interagency Agreement between Grant County and the Washington State Department of
Commerce Growth Management Services for the 2027 GMA Periodic Update Grant.
Agreement # 27-63114-017 for FY 2027 in the amount of $343,910.
If necessary, was this document reviewed by accounting? ❑ YES
DATE OF ACTION:
❑NO ON/A
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APPROVE: DENIED ABSTAIN
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DEFERRED OR CONTINUED TO:
WITHDRAWN:
4/23/24
Washington State
Department of
•a►e Commerce
Interagency Agreement with
For
Grant County
through
Growth Management Services
Contract Number:
27-63114-017
GMA Periodic Update Grant — FY2027
Dated: Date of Execution
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Table of Contents
TABLEOF CONTENTS ......•o•o•........s.......o•.s•..o•.s•s....e••...........s•..o........s........es.........s..................e...............................
FACESHEET e•.e........e.so•.o••....s.....e..........e....a•o..........o•e....... ...eear.....e.............e.....s....s...o•...a...s••s.............................• 3
SPECIAL TERMS AND CONDITIONS ...ee•as•.••e..................o.........or...auae..e............................... .........................4
1.
AUTHORITY....................................................................................................................................4
2.
ACKNOWLEDGEMENT OF CLIMATE COMMITMENT ACT FUNDING.........................................4
3.
CONTRACT MANAGEMENT............................................................................e........I........:..............4
4.
COMPENSATION............................................................................................................................
4
5.
BILLING PROCEDURES AND PAYMENT......................................................................................
4
6.
SUBCONTRACTOR DATA COLLECTION......................................................................................6
7.
INSURANCE....................................................................................................................................
6
8.
FRAUD AND OTHER LOSS REPORTING.............................................................................:........
6
9.
ORDER OF PRECEDENCE............................................................................................................6
GENERAL TERMS AND CONDITIONS s•..m•.aoe•.a•e••...e•s••o...........e.....e•s.....o•.ee•e•e.....as....m.....e.........................................
1.
DEFINITIONS..................................................................................................................................7
2.
ALL WRITINGS CONTAINED HEREIN...........................................................................................
7
3.
AMENDMENTS................................................................................................................................7
4.
ASSIGNMENT...............................................:.................................................................................7
5.
CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION...................................................
7
6.
COPYRIGHT....................................................................................................................................8
7.
DISPUTES....................................................................................................................................... 9
8.
GOVERNING LAW AND VENUE..................................................................................................... 9
9.
INDEMNIFICATION......................................................................................................................... 9
10.
LICENSING, ACCREDITATION AND REGISTRATION.................................................................. 9
11.
RECAPTURE................................................................................................................................... 9
12.
RECORDS MAINTENANCE............................................................................................................
9
13.
SAVINGS.........................................................................................................................................
9
14.
SEVERABILITY..............................................................................................................................10
15.
SUBCONTRACTING.....................................................................................................................10
16.
SURVIVAL.....................................................................................................................................10
17.
TERMINATION FOR CAUSE.........................................................................................................10
18.
TERMINATION FOR CONVENIENCE...........................................................................................11
19.
TERMINATION PROCEDURES....................................................................................................11
20.
TREATMENT OF ASSETS............................................................................................................12
21.
WAIVER.........................................................................................................................................12
ATTACHMENT A: SCOPE OF WORK .......s.e.......so........a.........aso..ae.,...o..e.,....ee....es.oe.oa.o...........................................• 13
ATTACHMENT B: BUDGETe...eo•oe...............00......sae......se•.ee.....e.....a•c•e•........................... ............................. 14
Page 2 of 14
V-'Y'a sh in q or SLia e
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Face Sheet
Local Government Division Contract Contract Number: 27-63114-017
Growth Management Services
GMA Periodic Update Grant (PUG)
1. Contractor
2. Contractor Financial Representative
Grant County
Darryl Pheasant
P.O. Box 37
County Treasurer
Ephrata, WA 98823
dPheasant(@qrantcountywa.gov
3. Contractor Representative
4. COMMERCE Representative
Jim Anderson -Cook
Chaz Bates PO Box 42525
Director
Senior Planner 1500 Jefferson St. SE
iCook ggrantcountywa.ciov
cliaz.bates(t-i'�coi-nnierce.wa.gov Olympia, WA 98501
5. Contract Amount
6. Funding Source
7. Start Date
8. End Date
$3431910
Federal:E] State: ® Other: 0 N/A: 0
Date of Execution
June 30, 2027
9. Federal Funds (as applicable) Federal Agency: ALN
N/A N/A N/A
10. Tax ID #
11. SWV #
12. U131 #
13. UE1 #
N/A
SWV0002426-44
132-001-884
N/A
14. Award Method NOFO/RFX # Proviso #
0 Non -Competitive ® Competitive N/A N/A
15. Contract Purpose
Grant funding to assist Grant County 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 "A" — Scope
of Work, Attachment "B" — Budget.
FOR CONTRACTOR
FOR COMMERCE
Kevin Burgess, COUQ Beffld of Commissioners, Chair
Mark K. Barkley, Assistant Director
Grant County :gc°
Local Government Division
Zr 24'
Date
Date
APPROVED AS TO FORM ONLY
BY ASSISTANT ATTORNEY GENERAL
APPROVAL ON FILE
Page 3 of 14
AV 4. Depai-i*ment of
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Co.. ive,
Special Terms and Conditions
1. AUTHORITY
COMMERCE and Contractor enter into this Contract pursuant to the authority granted by Chapter
39.34 RCW.
2. ACKNOWLEDGEMENT OF CLIMATE COMMITMENT ACT FUNDING
If this Agreement is funded in whole or in part by the Climate Commitment Act, Grantee agrees that
any website, announcement, press release, and/or publication (written, visual, or sound) used for
media -related activities, publicity, and public. outreach issued by or on behalf of Grantee which
reference programs or projects funded in whole or in part with Washington's Climate Commitment Act
(CCA) funds under this Grant,. shall contain the following statement:
"The [PROGRAM NAME / GRANT / ETC.] is supported with funding from Washington's Climate
Commitment Act. The CCA supports Washington's climate action efforts by putting cap -and -invest
dollars to work reducing climate pollution, creating jobs, and improving public health. Information
about the CCA is available at www.climate.wa,gov."
The Grantee agrees to ensure coordinated Climate Commitment Act branding on work completed by
or on behalf of the Grantee. The CCA logo must be used in the following circumstances, consistent
with the branding guidelines posted at CCA brand toolkit including:
A. Any project related website or webpage that includes logos from other funding partners;
B. Any publication materials that include logos from other funding partners;
C. Any on -site signage including pre -during Construction signage and permanent signage at
completed project sites; and
D. Any equipment purchased with CCA funding through a generally visible decal.
3. 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.
4. COMPENSATION
COMMERCE shall pay an amount not to exceed three hundred forty-three thousand none hundred
ten dollars ($343,910), 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..
5. 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, deliverables or a description of the work performed, the
progress of the project, and fees. The invoice shall include the Contract Number 27-63114-017. If
Page 4 of 14
wshing,on State
Department of
o nelrc
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.
Contract funds must be used only for work covered by this Agreement. All back-up documents
including but not limited to, consultant or subcontractor invoices, receipts, expense reports, staff time
and expenses related to contract work, must be maintained by the Contractor. COMMERCE may
request additional documents, but it is not required to be submitted with initial submittal of the invoice
and completed deliverables. Back-up documentation should be retained during the life of the contract,
as well as anytime past that to be compliant with Contractor's records retention policies.
Invoices and End of Fiscal Year
Final invoices for a state fiscal year may be due sooner than the 30th 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.
Grant Timeline
COMMERCE will pay the Contractor for costs incurred beginning July 1, 2026, for services and
COMMERCE will reimburse the Contractor beginning July 1, 2026, for costs paid performing work as
described under this Agreement.
Allowable expenses for the performance of work and submission of completed deliverables to
COMMERCE are eligible for reimbursement under this Contract from July 1, 2026, cost date listed
above, through June 30, 2027, end date listed on the Face Sheet, subject to reimbursement
requirements stated herein. Commerce shall not reimburse Contractor expenses for activities outside
this period.
Duplication of Billed Costs
The Contractor shall not bill COMMERCE for services performed under this Agreement, and
COMMERCE shall not pay the Contractor, if the Contractor is entitled to payment or has been or will
be paid by any other source, including grants, for that service.
Disallowed Costs
'The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its subcontractors.
COMMERCE may, in its sole discretion, withhold ten percent (10%) from each payment until
acceptance by COMMERCE of the final deliverable (or completion of the project, final report, etc.).
Line Item Modification of Budqet
A. Notwithstanding any other provision of this Contract, the Contractor may, at its discretion, make
one-time modification or modifications to line items in the Budget (Attachment B), reallocating
no more than twenty percent (20%) of the overall contract budget.
Page 5 of 14
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B. The Contractor shall notify COMMERCE in writing (by email) when proposing any budget
modification to the Budget (Attachment B). Conversely, COMMERCE may initiate the budget
modification approval process if presented with a request for payment under this Contract that
would cause reallocation of line items amounts to exceed the twenty percent (20%) threshold
increase described above.
C. Any such budget modification or modifications as described above shall require the written
approval of COMMERCE (by email), and such written approval shall amend the Budget. Each
party to this Contract will retain and make any and all documents related to such budget
modifications a part of their respective contract file.
D. Nothing in this section shall be construed to permit an increase in the amount of funds available
as set forth in Section 4 of this Contract, nor does this section allow any proposed changes to
the Scope of Work, including Tasks/Work Items and Deliverables under Attachment A, without
specific written approval from COMMERCE by amendment to this Contract
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 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.
7.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.
8. FRAUD AND OTHER LOSS REPORTING
�A
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.
9. 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
• Add any other attachments incorporated by reference from the Face Sheet
Page 6 of 14
01-8,8hirig.On State.
w- Department of
940 COMR-1-clive
General Terms and Conditions
1DEFINITIONS
As used throughout this Contract, the following terms shall have the meaning set forth below:
A. "Authorized shall mean the Director and/or the designee authorized inwriting
to act onthe Director's behalf.
B. "CXOyNN1ERCE^shall mean the Washington Department ofCommerce.
C. "Contract" or "Agreement" or "Grant" means the entire written agreement between
COMMERCE and the Contractor, including any Attachments, documents, or mmtehe|o
incorporated by reference. E-mail or Facsimile transmission of signed copy of this contract
shall bathe same aedelivery ofenoriginal.
D. "Contractor" or "Grantee" shall mean the entity identified on the face sheet performing
oemioo(m)under this Contract, and shall include all employees and agents oftheContractor.
E. "Personal Information" ahoU mean information identifiable toany person, inoiuding, but not
limited to, information that relates to a person is name, heolth, finencea, education, buaineae,
use or receipt of governmental services or other acivitieo, eddreoaea, telephone numbens,
000ie\ security numbena, driver license numbere, other identifying numbers, and anyfinencia|
identifiers, and "Protected Health Information" under the federal Health Insurance Portability
and Accountability Act of1QQG(H|PAA).
F. ^8tate^shall mean the state ofWashington.
G. "Subcontractor" shall mean one not in the employment of the Contractor, who is performing all
orpart ofthose services under this Contract under separate contract with the Contractor. The
terms "subcontractor lyand ^ subcontractors ^ mean aubcontrector(u)inany tier.
2. ALL WRITINGS CONTAINED HEREIN
This Contract contains all the terms and conditions agreed upon by the parties. No other.
understandinga, oral or otherwise, regarding the subject matter ofthis Contract shall be deemed to
exist ortobind any ofthe parties hereto.
3. AMENDMENTS
This Contract may be amended by mutual agreement of the parties. Such amendments shall not be
binding unless they are inwriting and signed by personnel authorized tobind each of the parties.
^^ 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" asused inthis section includes:
LAll material provided to the Contractor by COMMERCE that is designated as^confidential"
Page 7 of 14
Washing.On State
_ Depagr'rien t of
Co :-: ce,
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. 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.
Page 8 of 14
Wasfiingc on State
Department of
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 43.17.3307 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
Page 9 of 14
notice requirement. |nlieu oftermination, the Contract may be amended to reflect the new funding
limitations and conditions.
The provisions of this Contract are intended to be severable. If any term or provision isillegal orinvalid
for any reason whatsoever, such illegality orinvalidity shall not affect the validity of the remainder of
the Contract.
1�S 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 o particular person or
entity; or (u) require the Contractor to rescind or amend a subcontract.
Every subcontract shall bind the Subcontractor to fo||mm 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 fiaoe| conditions of this Contract. In no event shall the existence of a
' subcontract operate to release or reduce the fiability of the Contractor to COMMERCE for any breach
inthe performance ofthe Contractor's duties.
Every subcontract shall include aterm that COMMERCE and the State ofWashington are not liable
for claims or damages arising from a Subcontractor's performance of the subcontract.
18 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 aosurvive.
17. TERMINATION FOR CAUSE
|nthe event COMMERCE determines the Contractor has failed to comply with the conditions of this
contract in timely manner, COMMERCE has the right tosuspend orterminate this Contract. Before
suspending orterminating the Contract, COMMERCE shall notify the Contractor inwriting ofthe need
to take corrective action. If corrective action is not taken within 30 calendar days, the Contract may
beterminated orsuspended.
|nthe event of termination orsuspension, the Contractor oh-al|beliable 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 ofthe 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 ahoU 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 ornegligence.
The rights and remedies of COMMERCE provided in this Contract are not exclusive and are, in
addition toany other rights and remedies, provided bylaw.
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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.
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.
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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.
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 12of14
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#A
94 a Aw - Depar-r-rientof
Cbmnx-"Ire
Attachment A: Sco e of Work
Task 12
Phase 2 Draft EIS
Deliverable 12
D1 2: Phase 2 Draft EIS
December 31, 2026
Task 13-15
Draft Comprehensive Plan Elements
Deliverable 13
D13: Draft Land Use and Housing Elements
December 31 � 2026
Deliverable 14
D14: Draft Transportation and Rural Elements
December 31, 2026
Deliverable 15
D15: Draft Capital Facilities and Utilities
Elements
March 30, 2027
Task 16
Prepare Final EIS
Deliverable 16
D17: Final EIS
March 30, 2027
Task 17
Draft Critical Areas Ordinance amendment
Deliverable 17
D17: Critical Areas Ordinance sent to Board of
County Commissioners
June 11, 2027
Task 18
Comprehensive plan amendment
Deliverable 18
D1 8: Comprehensive plan amendment sent to
Board of County Commissioners
June 11, 2027
Task 19
Development Regulations Ordinance
Deliverable 19
D19: Development Regulations Ordinance sent
to Board of County Commissioners
Junell,2027
Task 20
Report detailing public meetings: date/times,
topic(s) covered, and summary of public input
Deliverable 20
D20: Public Participation Report
June 11, 2027
Page 13 of 14
'10b, Waohing-on QLaLe
Repirtment of
collif I-ler"ce
Attachment B: Budget
Deliverable — Year 2 contract
SFY27 Amount
D12: Draft EIS (Phase 2)
.$501000
D13: Draft Land Use and Housing Elements
$351000
D1 4: Draft Transportation and Rural Elements
$45)000
D15: Draft Capital Facilities and Utilities Elements
$451000
D16: Final EIS
$257000
D17: Critical Areas Ordinance sent out
$45)000
D1 8: Comprehensive plan sent out
$357000
D19: Development Regulations Ordinance sent
out
$35,000
D20: Public Participation Report
$28,910
Contract Total
(State Fiscal Year 2027 only)
$343)910
Page 14 of 14