HomeMy WebLinkAbout5779 RESOLUTION NO. 5779
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO
EXECUTE AN AGREEMENT BETWEEN THE CITY OF
AUBURN AND CASCADIA CONSULTING GROUP TO
EXECUTE CLIMATE COMMITMENT PROGRAM—PHASE 1
SCOPE OF WORK
WHEREAS, The Washington State Department of Commerce, Growth
Management Services, provides grant funding for Climate Planning, the requirement for
which was created by statute in 2023; and
WHEREAS, the City of Auburn is required to adopt a Climate Element of the
Comprehensive Plan that fully complies with Growth Management Act requirements by
the year 2029; and
WHEREAS, the purpose of the program is to provide grant funding for jurisdictions
to prepare for 2029 Climate Element compliance; and
WHEREAS, the City of Auburn was awarded $125,000 in Department of
Commerce funds in 2024, which was accepted in May 2024, for completion of a first
phase of work related to Climate Planning; and
WHEREAS, the Department of Community Development has executed an
agreement with Cascadia Consulting Group to execute the grant scope of work, in
coordination with City staff.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, RESOLVES as follows:
Section 1. The Mayor is authorized to execute an agreement between the City
of Auburn and Cascadia Consulting Group to execute Climate Commitment Program —
Resolution No. 5779
August 5, 2024
Page 1 of 2 Rev.2020
Phase 1 scope of work with a total not to exceed budget of $125,000. The agreement
will be in substantial conformity with the agreement attached as Exhibit A.
Section 2. The Mayor is authorized to enter into additional agreements and to
implement those administrative procedures necessary to carry out the directives of this
Resolution.
Section 3. This Resolution will take effect and be in full force on passage and
signatures.
Dated and Signed: P \O\J r "J , 202M
CITY OF AUBURN
.k
NCY 1314 S, MAYOR
ATTEST: APPROVED AS TO FORM:
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Shawn Campbell, MMC, City Clerk Paul Byrne, A(41frg City Attorney
•
Resolution No. 5779
August 5, 2024
Page 2 of 2 Rev.2020
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Exhibit A
CITY OF. AUBURN
AGREEMENT FOR PROFESSIONAL SERVICES
Climate Commitment Program — Phase 1
THIS AGREEMENT made and entered into on this 16th of July , 2024, by
and between the CITY OF AUBURN ("City"), a municipal corporation of the State of
Washington, and Cascadia Consulting Group, a corporation whose address is 500 Union
Street, Suite 700, Seattle, WA 98101 ("Provider").
In consideration of the conditions and the mutual promises and covenants contained in
this Agreement, the parties agree as follows:
1. Scope of Services
The Provider agrees to perform the tasks described in Exhibit "A". The Provider will be
responsible to provide work products and services that conform to generally-accepted
professional planning and architectural standards. The Provider will, without.additional
compensation, correct or revise any negligent errors, omissions.or other deficiencies in its
plans, designs, drawings, specification, reports and other services required, whether
during or after the Term of this Agreement. Any approval by the City of Provider's services
will not in any way relieve the Provider of responsibility for the accuracy and adequacy of
its services. Neither city review, approval, or acceptance of, nor payment for, any of the
services shall be construed to operate as a waiver of any rights under this Agreement or of
any cause of action arising out of the performance of this Agreement to the full extent of
the law.
2. Additional Services
If additional services with respect to related work are required beyond those specified in
the Scope of Work, and not included in the compensation listed in this Agreement, the
parties will amend this Agreement prior to the Provider performing the.additional services.
The amendment will set for the nature, scope, 'and payment terms of the additional
services. However, if the time period for the completion of such services makes execution
of an amendment impractical prior to the commencement of the Provider's performance,
the Provider agrees that it will perform such additional services on the written request of
an authorized representative of the City pending execution of an Amendment subject to
the terms and conditions of this Agreement except where the authorization provides to the
contrary. The invoice procedure for any such additional services will be as described in
Section 4 of this Agreement.
3. Provider's Representations & Qualifications
The Provider represents and warrants that it has all necessary licenses and certifications
to perform the services provided for in the Agreement, and is qualified to perform those
services. Provider represents that the person signing this Agreement on behalf of
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Provider has all requisite authority to bind Provider to the terms and conditions of this
Agreement.
4. Compensation
As compensation for the Provider's performance of the services provided for in this
Agreement, the City will pay the Provider according to the amounts and fee schedule
specified in Exhibit "B". These payments will be full compensation for work performed or
services rendered and for all labor, materials, supplies, equipment, overhead, profit, and
incidentals necessary to complete the work.
The Provider will submit to the City an invoice or statement upon completion of each task
shown in Exhibit B and the City upon acceptance of the invoice or statement will process
the invoice or statement within 30 calendar days after receipt of invoice from Provider and
will remit payment to the Provider, subject to any conditions or provisions in this
Agreement. Copies of original supporting documents will be supplied to the City upon
request.
The not-to-exceed amount for this agreement is $125,000. The Provider will not undertake
any work or otherwise financially obligate the City in excess of this amount without prior
written authorization.
Compensation to be paid the Provider in succeeding years after the current year will be
contingent upon availability of funds.
5. Time for Performance, Term, and Termination of Agreement
The Provider will not begin any work under this Agreement until authorized in writing by
the City. The term of this Agreement commences on the later date of the Parties
execution of this Agreement, as reflected on the signature page. The Provider will perform
the services in accordance with the direction and scheduling provided on Exhibit "A",
unless otherwise agreed to in writing by the parties. All work performed under this
Agreement will be completed by June 1, 2025.
•
Termination for cause. Either party may terminate this Agreement upon written notice to
the other party if the other party fails substantially to perform in accordance with the terms
of this Agreement through no fault of the party terminating the Agreement. The notice will
identify the reason(s) for termination, and specify the effective date of termination. In the
event of a default by Provider, City may suspend all payments otherwise due to Provider
and the City will have no further obligations to Provider.
Termination for Convenience. The City may terminate this Agreement upon not less
than seven (7) days written notice, which shall contain the effective date of termination, to
the Provider. If this Agreement is terminated through no fault of the Provider, the Provider
will be compensated for services performed prior to termination in accordance with the
rate of compensation provided in Exhibit. "B". This payment shall fully satisfy and
discharge the City of all obligations and liabilities owed the Provider, who shall not be
liable for any anticipated profits or other consequential damages resulting from the
termination.
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Upon receipt of a termination notice, the Provider will promptly discontinue all services
affected and deliver to.the City all data, drawings, specifications, reports, summaries, and
such other information and materials as the provider may have accumulated, prepared, or
obtained in performing this Agreement, whether fully or partially completed.
All rights and remedies provided in this Section are not exclusive of any other rights or
remedies that may be available to.the City, whether provided by Law, equity, in any other
agreement between the parties or otherwise
6. Ownership and Use of Documents
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design
calculations, working drawings and any other materials created or otherwise prepared by
the Provider as part of his performance of this Agreement (the "Work Products") will be
owned by and become the property of the City, may be used by the City for any purpose
beneficial to the City, and are subject to the requirement of the Public Records Act, 42.56
RCW. Any re-use of the Customer Materials for other purposes will be without liability to
the Provider.
The Provider acknowledges that the Agreement, and documents provided in connection
with this Agreement, become a public record and may be subject to inspection and
copying, unless the information is declared by law to be confidential or is otherwise
exempted from public records disclosure requirements. The Provider agrees to give its
fullest assistance to the City in identifying, locating, and copying any records in the
Provider's possession that are responsive, as determined by the City in its sole discretion,
to a Public Records Act request received by the City.
7. Records Inspection and Audit
All compensation payments will be subject to the adjustments for any amounts found upon
audit or otherwise to have been improperly invoiced, and all records and books of
accounts pertaining to any work performed under this Agreement will be subject to
inspection and audit by the City for a period of up to three (3)years from the final payment
for work performed under this Agreement. If any litigation, claim, dispute, or audit is
initiated before the expiration of the three (3) pear period, all records and books of account
pertaining to any work performed under this Agreement will be retained until all litigation,
claims, disputes, or audit are finally resolved.
8. Continuation of Performance
In the event that any dispute or conflict arises between the parties while this Agreement is
in effect, the Provider agrees that, notwithstanding such dispute or conflict, the Provider
will continue to make a good faith effort to cooperate and continue to work toward
successful completion of the delivery of services and its contractual responsibilities.
9. Independent Contractor
The Provider will perform the services as an independent contractor and will not be
deemed, by virtue of this Agreement and performance of its provisions, to have entered
into any partnership,joint venture, employment or other relationship with the City. Nothing
in this Agreement creates any contractual relationship between the Provider's employee,
agent, or subcontractor and the City.
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10. Administration of Agreement
This Agreement will be administered by CONSULTANT NAME on behalf of the Provider,
and by the Mayor of the City, or designee, on behalf of the City. Any written notices
required by the terms of this Agreement will be served on or mailed to the following
addresses:
City of Auburn Cascadia Consulting Group, Inc.
Attn: Josh Steiner Attn: Gretchen Muller
25 West Main St 1109 1st Ave, Suite 400
Auburn WA 98001-4998 Seattle, WA 98108
Phone:253-804-5064 Phone:206-449-1115
Fax: 253-804-3114 Email:gretchen@cascadiaconsulting.com •
Email: jsteiner@auburnwa.gov
11. Notices
All notices or communications permitted or required to be given under this Agreement will
be in writing and will be deemed to have been duly given if delivered in person or sent by
regular mail, postage prepaid, [by certified mail, return receipt requested,] and addressed,
if to a party of this Agreement, to the address for the party set forth above. If addressed to
a non-party, the notice will be sent, in the foregoing manner, to the address designated by
a party to this Agreement.
Either party may change its address by giving notice in writing to the other party.
12. Insurance
The Provider will, at its sole expense, procure and maintain for the duration of this
Agreement and 30 days thereafter insurance against claims for injuries to persons or
damage to property which may arise from or in connection with the performance of this
Agreement by the Provider, its agents, representatives, or employees.
Provider's maintenance of insurance as required by the Agreement will not be construed
to limit the liability of the Provider to the coverage provided 'by such insurance, or
otherwise limit the City's recourse to any remedy available at law or in equity.
The Service Provider will obtain insurance of the types described below:
a. Automobile Liability insurance covering all owned, non-owned, hired and leased
vehicles. Coverage will be at least as broad as Insurance Services Office (ISO) form
CA 00 01 (provider may use a substitute form providing equivalent liability coverage).
Provider will maintain automobile insurance with minimum combined single limit for
bodily injury and property damage of$1,000,000 per accident.
b. Commercial General Liability insurance will be at least as broad as ISO occurrence
form CG 00 01 and will cover liability arising from premises, operations, stop-gap
independent contractors, products-completed operations, personal injury and
advertising injury, and liability assumed under an insured contract. The City will be
named as an additional insured under the Provider's Commercial General Liability
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insurance policy with respect to the work performed for the City using an additional
insured endorsement at least as broad as ISO Additional Insured endorsement
CG 20 26. Commercial General Liability insurance will be written with limits no less
than $2,000,000 each occurrence, $2,000,000 general aggregate.
c. Worker's Compensation coverage as required by the Industrial Insurance laws of the
State of Washington.
d. Professional Liability insurance appropriate to the Provider's profession with limits no
less than $2,000,000 per claim and $2,000,000 policy aggregate limit.
For Automobile Liability and Commercial General Liability insurance, the policies are to
contain, or be endorsed to contain that Provider's insurance coverage will be primary
insurance as respects the City. Any insurance, self-insurance, or self-insurance pool
coverage maintained by the City will be excess of the Provider's insurance and will not
contribute with.it.
Insurance is to be placed with an authorized insurer in Washington State. The insurer
must have a current A.M. Best rating of not less than A:VII.
The Provider will furnish the City with original certificates of insurance and a copy of the
amendatory endorsements, including but not necessarily limited to the additional insured
endorsement, evidencing the insurance requirements of this Agreement before
commencement of the work.
The City reserves the right to require that complete, certified copies of all required
insurance policies and/or evidence of all subcontractors' coverage be submitted to the City
at any time. The City may withhold payment if the Provider does not fully comply with this
request.
If the Provider maintains higher insurance limits than the minimums shown above, the City
will be insured for the full available limits of Commercial General and Excess or Umbrella
liability maintained by the Provider, irrespective of whether such limits maintained by the
Provider are greater than those required by this Agreement or whether any certificate of
insurance furnished to the City evidences limits of liability lower than those maintained by
the Provider.
The provider will provide the City with written notice of any policy cancellation within two
business days of their receipt of such notice. Failure by the Provider to maintain the
insurance as required will constitute a material breach of this agreement, upon which the
City may, after giving five.(5) business days' notice to the Provider to correct the breach,
immediately terminate the agreement or, at its discretion, procure or renew such insurance
and pay any and all premiums in connection therewith, with any sums so expended to be
repaid to the City on demand, or at the City's sole discretion, offset against funds due the
Provider from the City.
13. Indemnification/Hold Harmless
Agreement for Professional Services
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Except for injuries and damages caused by the sole negligence of the City, the Provider
will 'defend, indemnify and hold the City and its officers, officials, employees, and
volunteers harmless from any and all claims, injuries, damages, losses, or suits of every
kind, including attorney fees and litigation expenses, arising out of or resulting from the
negligent or willful acts, errors, or omissions of the Provider, its employees, agents,
representatives, or subcontractors, including employees, agents, or representatives of its.
subcontractors, made 'in the performance of this Agreement, or arising out of worker's
compensation, unemployment compensation, or unemployment disability compensation
claims.
However, should a court of competent jurisdiction determine that this Agreement is subject
to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to
persons or damages to property caused by or resulting from the concurrent negligence of
the Consultant and the Public Entity, its officers, officials, employees, and volunteers, the
Consultant's liability, including the duty and cost to defend, hereunder shall be only to the
extent of the Consultant's negligence.
If is further specifically and expressly understood that this indemnification constitutes the
Provider's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the
purposes of this indemnification. This waiver has been mutually negotiated by the parties.
The provisions of this section will survive the expiration or termination of this Agreement.
14. Assignment
Neither party to this Agreement will assign any right or obligation hereunder in whole or in
part, without the prior written consent of the other party. No assignment or transfer of any
interest under this Agreement will release the assignor from any liability or obligation under
this Agreement, or to cause any such liability or obligation to be reduced to a secondary
liability or obligation.
15. Nondiscrimination,
The Provider may not discriminate regarding any services or activities to which this
Agreement may apply directly or through contractual, hiring, or other arrangements on the
grounds of race, color, creed, religion, national origin, sex, age, or where there is the
presence of any sensory, mental or physical handicap.
16. Amendment, Modification and Waiver
No amendment, modification, or waiver of any condition, provision, or term of this
Agreement will be valid or of any effect unless made in writing, signed by the party or
parties to be bound, or the party's or parties' duly authorized representative(s) and
specifying with particularity the nature and extent of such amendment, modification or
waiver. Any waiver, approval or acceptance, or payment by any party will not affect or
impair that party's rights arising from any default by the other party.
17. Parties in Interest
This Agreement is binding upon, and the benefits and obligations hereto will inure to and
bind, the parties and their respective successors and assigns, although this section will not
be deemed to permit any transfer or assignment otherwise prohibited by this Agreement.
This Agreement is for the exclusive benefit of the parties and it does not create a
Agreement for Professional Services
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contractual relationship with or exist for the benefit of any third party, including contractors,
sub-contractors and their sureties.
18. Force Maieure
Any delay in the performance of any obligation under this Agreement shall be excused, if
and so long as the performance of the obligation is prevented, delayed or otherwise
hindered by any act not within the control of a party such as fire, cyber/ransomware attack,
earthquake, flood, explosion, actions of the elements, riots, mob violence, strikes,
pandemic, lockouts, and emergency orders of the state or federal government. When such
circumstances arise, the parties shall discuss what, if any, modification of the terms of this
Agreement may be required in order to arrive at an equitable solution.
19. Applicable Law
This Agreement and the rights of the parties will be governed by with the laws, regulations,
and ordinances of the City, of the State of Washington, and King County. Venue for any
action involving this agreement will be in the county in which the property or project is
located, and if not site specific, then in King County. It is agreed that any applicable statute
of limitation will commence no later than the substantial completion by the Provider of the
services.
20. Captions, Headings and Titles
All captions, headings or titles in the paragraphs or sections of this Agreement are inserted
for convenience of reference only and will not constitute a part of this Agreement'or act as
a limitation of the scope of the particular paragraph or sections to which they apply.
Where appropriate, the singular will include the plural and vice versa and masculine,
feminine and neuter expressions will be interchangeable. Interpretation or construction of
this Agreement will not be affected by any determination as to who is the drafter of this
Agreement, this Agreement having been drafted by mutual agreement of the parties.
21. Severable Provisions
Each provision of this Agreement is intended to be severable. If any provision is illegal or
invalid for any reason, such illegality or invalidity will not affect the validity of the remaining
provisions.
22. Entire Agreement
This Agreement together with any subsequent amendments or-addendums contains the
entire understanding of the parties in respect to the transactions contemplated and
supersedes all prior representations, agreements and understandings between the parties,
either oral or written. No other understandings, oral or otherwise, regarding this
Agreement shall bind any party.
23. Non-Availability of Funds
Every obligation of the City under this Agreement is conditioned upon the availability of
funds appropriated or allocated for the performance of such obligation; and if funds are not
allocated and available for the continuance of this Agreement, then this Agreement may
be terminated by the City at the end of the period for which funds are available, without the
seven (7) days' notice provided by Section 5. No liability will accrue to the City in the
Agreement for Professional Services
Climate Commitment Program—Phase 1
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event this provision is exercised, and the City will not be obligated or liable for any future
payments or damages as a result of termination'under this Section.
24. Counterparts
This Agreement may be executed in multiple counterparts, each of which will be one and
the same Agreement and will become effective when one or more counterparts have been
signed by each of the parties and delivered to the other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective the day and year first set forth above.
CITY OF AUBURN CASCADIA CONSULTING GROUP
1—DoccuuSigned by: r—DocuSigned by:
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Nancy Backus, Mayor Signature
Name: Gretchen Muller
Title: Di rector
Date: 7/11/2024
Approved as to form:
Federal Tax ID# 91-158'9555
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City Attorney Signature
Name:
Title:
Date:
• Agreement for Professional Services
Climate Commitment Program—Phase 1
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Docusign Envelope ID:CA739563-5247-4B2F-9D74-2362596B08F4
EXHIBIT A
SCOPE OF WORK
PROJECT GOAL
This project aims to assist the City of Auburn(City)in developing a Climate program to address the newly
added Climate Element of the Comprehensive Plan. House Bill 1181 added Climate Change as the 15th
planning goal of the Growth Management Act(GMA),requiring jurisdictions planning under the GMA to
adopt a Climate Element that is in full compliance by 2029.
To align with requirements of the Climate Commitment Act Grant the City received from the Washington
Department of Commerce(Commerce),this effort will support the following goals:
1. Review Climate Element to ensure consistency with the Growth Management Act and HB 1181
and specific countywide requirements.
2. Development of a Climate Planning 5-year work plan including a Public Engagement Plan and an
Outreach&Engagement Summary Report.
O. PROJECT MANAGEMENT & KICK-OFF
1. PROJECT MANAGEMENT
Cascadia will schedule and attend biweekly 30-minute check-ins with the client team throughout the
length of the project to track progress. Cascadia will provide monthly invoices with progress reports.
that detail the work done in that period to the client team.
2. KICK—OFF
A project kick-off meeting will be conducted after the Climate Element Review Memorandum is
drafted (Task 1.2).The kick-off meeting will focus on reviewing the findings of the Memorandum,
gathering input on engagement strategy and the 5-year workplan,as well as cover the topics typical
of kick-off meetings such as confirming client/consulting responsibilities,expectations,logistics,and
timeline.The meeting will be in-person and two hours in length.
$6,550— Project management,$5,000 — Kick-off
MEETINGS
• Bi-weekly 30-minute check-ins
• Project kickoff(in person)
DELIVERABLES
• Kick-off meeting materials(agenda,meeting summary)
• Monthly invoices with progress reports
ASSUMPTIONS
• The kick-off meeting will be in Auburn.Staff will identify and coordinate with appropriate staff for the
kick-off meeting:
Exhibit A
Agreement for Professional Services
Auburn Middle Housing Development Regulations
Docusign Envelope ID:CA739563-5247-4B2F-9D74-2362596B08F4
1. DRAFT CLIMATE ELEMENT AND REVIEW MEMORANDUM
1.1 CLIMATE ELEMENT DRAFT
Staff will update and supply Cascadia with the most recent version of the Climate Element accepted
by the Planning Commission and all other current draft elements of the 2024 Comprehensive Plan
update for review to complete task 1.2.
1.2 CLIMATE ELEMENT REVIEW
Consultant review of draft Climate Element to ensure consistency between Climate Element and
other related Elements to be adopted as part of 2024 Periodic Comprehensive Plan. Review for
consistency between draft Climate Element and Climate Element Framework,a strategy document
developed to help guide creation of the Climate Element.
Cascadia to provide a memorandum that outlines the finding of the Climate Element review.The
review should address the consistency of the Climate Element with other elements of the
Comprehensive Plan and identify sections of text that need to be updated to meet state and regional
requirements.The majority of the review should be focused on the Climate Element,with specific
sections identified that need to be revised. Other elements should be reviewed for climate related
items with the redlining of inconsistencies found.
$12,000 - review of climate element,$8,000 - Memo,$3,450 - Review of other elements
MEETINGS
• Meetings with Staff as needed
DELIVERABLES
• Climate Element draft
• Climate Memorandum
ASSUMPTIONS
• The majority of time would be spent reviewing the Climate Element rather than the remaining
elements of the Comprehensive Plan.The memo will provide a detailed summary of areas identified in
the Climate Element that need to be revised in order to be in full compliance with state and regional
requirements.
• Cascadia would provide recommendations in the memo on how to address inconsistencies and gaps
identified.
• Cascadia would provide redlined versions of the other elements that touch upon climate change and
climate specific items.
2. PUBLIC ENGAGEMENT PLAN AND ENGAGEMENT SUMMARY AND 5
YEAR CLIMATE PROGRAM PLAN
2.1 CLIMATE CHANGE ENGAGEMENT STRATEGY AND OUTREACH & ENGAGEMENT
SUMMARY
Conduct public engagement for the Climate Element- develop outreach materials(English&Other
Most Spoken Languages in Auburn),public surveys,hosting open houses,and workshops with
Exhibit A
Agreement for Professional Services
Auburn Middle Housing Development Regulations
Docusign Envelope ID:CA739563-5247-4B2F-9D74-2362596B08F4
community,attending/presenting at Planning Commission and City Council meetings.Staff will take
the lead on the public engagement piece,with Cascadia providing the materials,including the Public
Engagement Plan and Outreach and Engagement Summary.The Public Engagement Plan should
identify key audiences and opportunities for engagement and the types of materials needed.Staff
will make updates to finalize the engagement plan and will provide a summary of engagement.
Cascadia will lead development of the engagement materials,according to the following
parameters:
o Public Engagement Plan
• A public engagement plan will be created in Word outlining key engagements,
and including reporting metrics to measure the effectiveness of engagement
efforts.A tracking spreadsheet will be developed to aid engagement progress.
o Outreach Materials
• Design and produce one factsheet(2 pages)translated into four languages
(Spanish,Russian,Ukrainian,Tagalog).
• Develop one public survey in electronic format translated into English and one
additional language.
• Create tabling/open house materials,including one flyer or half-sheet and one
poster,in English.
o Outreach and Engagement Summary support
• Cascadia will support the engagement summary by providing survey results and
engagement tracking tables.
2.2 5—YEAR CLIMATE CHANGE PROGRAM PLAN
Develop a 5-Year Work Plan for development of an adopted Climate Element that meets GMA
requirements.
The intent of the 5-year work plan is to develop a path forward for ensuring that Auburn is in
compliance with all the requirements of the Climate Element by 2029.The plan should identify state
and regional targets and requirements and address how the element is in conformance.The plan
should outline the areas where additional work,resources,funding,etc. are necessary in order to
meet climate goals and policies identified within the element.
Cascadia will attend up to two in-person Planning Commission or City Council Meetings and host up
to two virtual workshops with Staff as needed.
$51,500 — Five-year work plan,$38,500 — Public Engagement Plan and Outreach &Engagement
Summary
MEETINGS
• Planning Commission Meetings
• Meetings with Staff as needed
DELIVERABLES
• Public Engagement Plan and Outreach&Engagement Summary
Exhibit A
Agreement for Professional Services
Auburn Middle Housing Development Regulations
Docusign Envelope ID:CA739563-5247-4B2F-9D74-2362596B08F4
• Engagement materials
• 5-year Work Plan
ASSUMPTIONS
• Staff will lead the public engagement effort that will be outlined in the Public Engagement Plan
developed with the assistance of Cascadia. Cascadia will lead the development of the Public
Engagement Plan with input and updates by Staff,and Staff will lead the execution of the Engagement
Plan.
• Cascadia will develop all public engagement materials,including posters,flyers,info sheets,etc.
• Cascadia will assist Staff in preparing the final Outreach&Engagement Summary. Cascadia will
provide survey results and engagement tracking tables.
• Cascadia will develop the 5-year work plan with input from Staff.
GENERAL ASSUMPTIONS
• This SOW assumes a 11-month project schedule.
• The City will provide necessary background information,including existing policies and regulations.To
keep the project on schedule,the City will endeavor to provide information requested within one week
from the date of request.
• The City shall keep the consultants apprised of parallel planning efforts or Commerce guidance of
consequence to this project.Any new information arising over the course of the project shall be
provided to Cascadia as soon as feasible. If this new information impacts the content of a
substantially developed work product,Cascadia will endeavor to incorporate such new information
into the final work product,if possible,given available time and budget.
• Cascadia will provide draft copies of presentation materials for advance review by City staff and revise
materials based on consolidated staff comments. No more than two versions(draft and final)of any
deliverable will be provided.
• City reviews of minor deliverables(presentations and memos) are assumed to occur within one week,
with an additional week allocated for consultant revisions in response to city comments. City review of
the draft report is assumed to occur within two weeks,with two weeks allocated for consultant
revisions.
• Project coordination meetings assume virtual participation. In-person attendance is assumed for the
kick-off meeting and all Planning Commission and City Council meetings.
• Miscellaneous expenses for travel and printing will be covered within contract resources.
• For engagement activities yet to be defined,City staff and Cascadia will mutually agree on how to
allocate the hours shown in the budget.As general guidelines,meeting preparation and summaries
are typically about 10 hours per in person hour(e.g.,2 consultant staff attending 2-hour workshop
means 40 hours of preparation and summary time),depending on complexity of the event and number
of consultant staff attending.Surveys are approximately 32 to 80 hours depending on complexity and
type of summary desired.
Exhibit A
Agreement for Professional Services
Auburn Middle Housing Development Regulations
Docusign Envelope ID:CA739563-5247-4B2F-9D74-2362596B08F4
SCHEDULE
2024: 2025
Tasks • - • �.. .Aug- Sep_....._Oct .,._Nrau .,�Dec • Jan Feb r
• • .._Pe � Ma •
_�.Apr... •May lute."
Task 0:Project Mi nthly invoices,bi-weekly,check-ins'(to be adjusted based on project need)
Management&Kick- Kick-off Kick-otE•
off agenda ,Meetng;fi
Task 1.1:Climate City to j
El ement Draft provide
Task 1.2:Climate •• *
.Dra
Element Review Review
`"A 'Final
•
fvterrrrl Memo
Memorandum
'Fjna Summary:
Task 2.1:Public Engagement Plan , „Plan Collateral development,outreach and engagement.
Engagement Development (aftfer Timetlne to be further defined in Plan," '' Drafting:+
n„ &Final
Task 2.2:5-Year Outline • •
Publ c
(after DraftingF'gra•ft .i Refine Final
,;. •
Program Plan Kickoff) ,�
Ongoing work&meetings � .•' Deliverable
Exhibit A
Agreement for Professional Services
Auburn Middle Housing Development Regulations
Docusign Envelope ID:CA739563-5247-4B2F-9D74-2362596B08F4
EXHIBIT B
FEE SCHEDULE
Project Budget
Task 0: Project Management& Kickoff
• Project management, check-ins, invoicing_ $6,550
• Kick-off in-person meeting (3-hour assumption) $5,000.
Task 1: Draft Climate Element and Review Memorandum
• Climate memorandum" `: :..._: _.._d....:....._.._ $23,450.....
Deliverable 1. Draft Climate Element and memorandum outlining alignment with
GMA requirements and consistency with other Elements and Climate Element $35,000
Framework(Task 0,Task 1)
' I
t.-.Task 2.1: Public;Engagement....._....:....� :.....: :...:.......... .,.,_ ... .....:..,... _ .., ..........
• Public Engagement Plan $12 000
• Material Development.....:.......... ..._ :.......:.:.......: • $19,000.....:..:......
• Engagement Summary $7,500
2:Task 2. 5-Year Program Plan
... .. 9 �_.-_.-......:.__W._..:-�.� �w_.W�......_�:..._.._.._.rv..__.�..__-____--...._....w._._.: :-..__._ :_......_ __-__......._.._.._ ........E
• Staff/Council/Planning Commission meetings $17,500
• Draft and Final 5= ear Pro ram Plan _ w. _� ; _ -_',$34,000
Deliverable 2. Public Engagement Plan, Outreach, &Engagement Summary $g0,000
Report; 5-year work plan (Task 2.1,Task 2.2)
Total I................$125,000
Rate Table (2024)
Cascadia Key Staff Hour! Rate Est. Hours
Gretchen Muller, Principal in Charge................_........ $290........-....................................2.4 ......................._...........................
Nicole Gutierrez, Project Manager. ................... . $175 ........................... ...222
Associate, AnalystfTechnical Writer $165 264
.... .. . . ... .....
Project Coordinator, Engagement Lead.................. ...................................................... ......................I $150 165
Subconsultant Staff— BERK Consulting, Inc. Hourly Rate Est. Hours
Lisa Grueter, Principal Planner,Advisor 260 38
Exhibit B
Agreement for Professional Services
Auburn Housing Action Plan Implementation Strategies
Docusign Envelope ID:CA739563-5247-4B2F-9D74-2362596B08F4
Washington State
re... Department of
: ierce
Interagency Agreement with
City of Auburn
through
Growth Management Services
Contract Number:
24-63610-200
For
2023-2025 Climate Planning Grant
Dated: Date of Execution
Docusign Envelope ID:CA739563-5247-4B2F-9D74-2362596B08F4
.,1 T "dr�`siltt ien�u'tat,!
t.>epa"tmenl Gt
14t Commerce
Table of Contents
TABLE OF CONTENTS 2
FACE SHEET 3
SPECIAL TERMS AND CONDITIONS 4
1. AUTHORITY 4
2. CONTRACT MANAGEMENT 4
3. COMPENSATION 4
4. BILLING PROCEDURES AND PAYMENT 4
5. SUBCONTRACTOR DATA COLLECTION 5
6. ENSURE COORDINATED CLIMATE COMMITMENT ACT BRANDING 5
7. INSURANCE 6
8. FRAUD AND OTHER LOSS REPORTING 6
9. ORDER OF PRECEDENCE 6
GENERAL TERMS AND CONDITIONS 7
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 8
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 9
15. SUBCONTRACTING 10
16. SURVIVAL 10
17. TERMINATION FOR CAUSE 10
18. TERMINATION FOR CONVENIENCE 10
19. TERMINATION PROCEDURES 10
20. TREATMENT OF ASSETS 11
21. WAIVER 12
ATTACHMENT A:SCOPE OF WORK 13
ATTACHMENT B:BUDGET 15
Page 2 of 15
Docusign Envelope ID:CA739563-5247-4B2F-9D74-2362596B08F4
e:- 'l,ashingico State
t)eparment of
lite Commerce
Face Sheet
Contract Number:24-63610-200
Local Government Division
Growth Management Services
2023-2025 Climate Planning Grant
•
1. Contractor 2. Contractor Doing Business As (as applicable)
City of Auburn N/A
25 West Main Street
Auburn,WA 98001
3. Contractor Representative 4. COMMERCE Representative
Josh Steiner Noelle Madera PO Box 42525
jsteiner@auburnwa.gov Climate Operations Team Lead 1011 Plum St SE
509-818-1040 Olympia,WA 98504
noelle.maderaCa7commerce.wa.gov
5. Contract Amount 6. Funding Source 7.Start Date 8. End Date
$125,000 Federal: ❑ State: ® Other: ❑ N/A: El Date of Execution June 30, 2025
9. Federal Funds (as applicable) Federal Agency: ALN
N/A N/A N/A
10.Tax ID# 11.SWV# 12. UBI# 13. UEI#
N/A WEV0002069-00 171-000-010 N/A
14. Contract Purpose
For the development of the Growth Management Act (GMA) climate change and resiliency element requirements related to the
implementation of HB 1181.
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 FOR COMMERCE
r DocuSi ned by: ,r—DocuSigned by:
„ i `-80312B04865C458
L—FEC92ABD17E047C...
Nancy Backus, Mayor Mark K. Barkley, Assistant Director
City of Local Government Division
5/16/2024 I 1:45 PM PDT 5/17/2024 I 12:39 PM PDT
Date Date
APPROVED AS TO FORM ONLY
BY ASSISTANT ATTORNEY GENERAL
APPROVAL ON FILE
Page 3 of 15
Docusign Envelope ID:CA739563-5247-4B2F-9D74-2362596B08F4
AOCX Washington State
ent
vist
Commerce
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 one hundred twenty five thousand dollars
($125.000), for the performance of all things necessary for or incidental to the performance of work
under this Contract as set forth in the attached Scope of Work and Budget.
4. BILLING PROCEDURES AND PAYMENT
COMMERCE will pay Contractor upon acceptance of services provided and receipt of properly
completed invoices, which shall be submitted to the Representative for COMMERCE not more often
than monthly 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-
63610-200.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.
Grant Start Date
COMMERCE will pay the Contractor for costs incurred beginning July 1, 2023, for services and
deliverables described under this Agreement.
State Fiscal Year Payments
COMMERCE will reimburse Contractor for State Fiscal Year 2024(July 1,2023-June 30, 2024), and
State Fiscal Year 2025 (July 1, 2024-June 30, 2025), based on the expenses incurred under this
Contract.
Invoices and End of Fiscal Year
Invoices are due at a minimum of June 15,2024 and 2025, if not submitted at more frequent intervals.
Page 4 of 15
Docusign Envelope ID:CA739563-5247-4B2F-9D74-2362596B08F4
•
-, ,.€ Wa:hingIon;.state
De a-rnerrt of
'40, o m rce .
Final invoices for a state fiscal year may be due sooner than the 15th of June 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.
Disallowed Costs
The Contractor is responsible for any audit exceptions or disallowed costs. incurred by its own
organization or that of its subcontractors.
Line Item Modification of'Budget
A. Notwithstanding any other provision of this contract,the Contractor may,at its discretion, make
modifications to line items in the Budget, hereof, that will not increase the line item by more
than fifteen percent(15%).
B. The.Contractor shall notify COMMERCE in writing (by email or regular mail) when proposing
any budget modification or modifications to a line item in the Budget (Attachments B) hereof,
that would increase the line item by more than fifteen percent(15%).Conversely,COMMERCE
may initiate the budget modification approval process if presented with a request for payment
under this contract that would cause one or more budget line items to exceed the 15 percent
(15%)threshold increase described above.
C. Any such budget modification or modifications as described above shall require the written
approval of COMMERCE(by email or regular mail), and such written approval shall amend the
Project 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
for the Project,as set forth in Section 3 of this contract,nor does this section allow any proposed
changes to the Scope of Work, include Tasks/Work Items and Deliverables,under'Attachment
A, without specific written approval from COMMERCE by amendment to this contract.
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. ENSURE COORDINATED CLIMATE COMMITMENT ACT BRANDING
COMMERCE received funding from Washington's Climate.Commitment Act (CCA). To strengthen
public awareness of how CCA funding is used, the Office of the Governor is directing state agencies
that administer funding or manage a CCA-supported program to ensure consistent branding and
funding acknowledgments are used in all communications and included in funding agreements and
contracts. The "Climate Commitment Act" logo and funding acknowledgment make it easy for
consumers and the public to see how the state is using CCA funds to reduce climate pollution, create
jobs, and improve public health and the environment, particularly for low-income and overburdened
populations.
Page 5 of 15
Docusign Envelope ID:CA739563-5247-4B2F-9D74-2362596B08F4
Wa hing:o n Stat,!
Depahzmeit of
Y8 Commerce
The following provisions apply to all contractors, subcontractors, service providers and others who
assist CONTRACTOR in implementing the climate planning grant.
Logo requirements. The CCA logo must be used in the following circumstances, consistent
with the branding guidelines posted at climate.uva.govtbrandtoolkit.
• Any WA Department of Commerce climate planning grant website or webpage that
includes logos from other funding partners.
• Any WA Department of Commerce climate planning grant media or public
information materials that include logos from other funding.partners.
Funding source acknowledgement.This standard funding language must be used on websites
and included in announcements, press releases and publications used for media-related
activities, publicity and public outreach.
"The WA Department of Commerce climate planning grant 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."
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
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
Page 6 of 15
Docusign Envelope ID:CA739563-5247-4B2F-9D74-2362596B08F4
'C�Washing:on State
De aiment of
♦4 Commerce
General Terms and Conditions
1. DEFINITIONS
As used throughout this Contract,the following terms shall have the meaning set forth below:
A. "Authorized Representative"shall mean the Director and/or the designee authorized in writing
to act on the Director's behalf.
B. "COMMERCE"shall mean the 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 persons,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
Page 7 of 15
Docusign Envelope ID:CA739563-5247-4B2F-9D74-2362596B08F4
Washingx,n.�`a.tJte
' 1 Oe'xi tram
14 Of
9 Comm rce
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.
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
Page 8 of 15
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(A Woskung:on St.at!
Depa-tmene at
v4t0 Commerce
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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Docusign Envelope ID:CA739563-5247-4B2F-9D74-2362596B08F4
Washtnu os Slate
Oepw tment of
Ttio• Commerce
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 tathis 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 ih 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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t w�fshirtc�ton M Stat
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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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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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144 D'p:rnent of
MO Commerce
•
Attachment A: Scope of Work
Actions/Steps/ Description Start Date End Date
Deliverables
Action 1 Climate Element Draft October 2023 February 2024
Step 1.1 Staff will utilize the Climate Element February 2024
Framework to draft the Climate Element for
Auburn's 2024 Comprehensive Plan Update.
Action 2 Climate Element Review February 2024 June 2024
Step 2.1 Consultant review of draft Climate Element to July, 2024 August 2024
ensure consistency between Climate Element
and other related Elements to be adopted as
part of 2024 Periodic Comprehensive Plan.
Review for consistency between draft Climate
Element and Climate Element Framework, a
strategy document developed to help guide
creation of the Climate Element.
Deliverable 1 Draft Climate Element and memorandum outlining July, 2024 August, 2024
alignment with GMA requirements and consistency
with other Elements and Climate Element
Framework.
Action 3 Climate Change Engagement Strategy August, 2024 May, 2025
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Step 3.5 Conduct public engagement for the Climate
Element— develop outreach materials (English &
Other Most Spoken Languages in Auburn), public
surveys, hosting open houses, and workshops
with community; attending/presenting at
Planning Commission and City Council meetings
Step 3.6 Develop a 5-Year Work Plan for development September 2024 June 2025
of an adopted Climate Element that meets
GMA requirements.
Deliverable 3 Public Engagement Plan, Outreach, & May 30, 2025
Engagement Summary Report; 5-year work plan
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Attachment B: Budget
Deliverables ;Commerce
Funds
Deliverable 1. Draft Climate Element and memorandum outlining alignment $35,000
with GMA requirements and consistency with other Elements and Climate
Element Framework.
;Deliverable 3. Public Engagement Plan, Outreach, & Engagement $90,000
;Summary Report; 5-year work plan
(Contract Total: I $125,000
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