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25-027.00CommunityAttributesPeriodUpdateCompPlan Contract No.25-027.00 AGREEMENT FOR PROFESSIONAL SERVICES Community Attributes Inc. THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington,hereinafter"City"and Community Attributes Inc,hereinafter"Consultant,"jointly referred to as"Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1. Work to Be Performed. Consultant shall provide all labor, services, and material to satisfactorily complete the Scope of Services,attached as Exhibit A. A.Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the City Manager or designee to review the Scope of Services,schedule,and date of completion. Upon notice from the City Manager or designee, Consultant shall commence work, perform the requested tasks in the Scope of Services,stop work,and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement, Consultant represents it possesses the ability, skill, and resources necessary to perform the work and is familiar with all current laws, rules, and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom,and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City-furnished information. C.Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant shall accept modifications when ordered in writing by the City Manager or designee, so long as the additional work is within the scope of Consultant's area of practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant shall complete its work by June 30, 2026, unless the time for performance is extended in writing by the Parties. Agreement for Professional Services(with professional liability coverage) Page 1 of 10 Contract No. 25-027.00 Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days'prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement for any reason by 45 days' written notice to Consultant. In the event of termination without breach, City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. Remedies for material breach herein shall not be construed as limiting the City's authority to seek any other remedy provided under this Agreement or by law. 3. Compensation. City agrees to pay Consultant an agreed upon hourly rate up to a maximum amount of $1,025,000 as full compensation for everything done under this Agreement. Consultant shall not perform any extra,further,or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. Consultant understands and agrees that the funding for this project is contingent on the availability of grant funds from: • the Washington State Department of Commerce via the 2023-2025 Climate Planning Grant, Contract Number 24-63610-306, • the GMA Periodic Update Grant—FY2025,Contract Number 25-63335-150, • and subsequent anticipated grants in State FY 2026 for Climate Planning and the Periodic Update. The City agrees that it and it alone own the grant agreements with its grantors and the City ultimately is accountable to the grantors under their agreement. The Consultant further understands and agrees that funding from these grants include reimbursement to the City based on submitting timely deliverables to the necessary state agencies pursuant to the timelines outlined in Exhibit C,Attachment A of both grant agreements. The City acknowledges that City staff engagement and work are required to meet the grant deadlines.City staff must (1) collaborate with the Consultant in a timely manner to reach deliverables; (2) ensure the consultant work meets grant requirements; (3)submit the deliverables to the grantors within their required deadlines. The City and Consultant shall develop a Work Plan pursuant to Task 1 of Exhibit A to this Agreement that anticipates the City complying with its obligations pursuant to the Grant Agreements. The Consultant agrees that Consultant-caused delays that fail to meet the Standard of Care in providing deliverables pursuant to the Work Plan shall be a material breach, upon which the City, after providing written notice to the Consultant via email to the address listed in section 5,may: (1) elect to withhold further payment to the Consultant for further work on the specific deliverable(s) unless and until the City receives reimbursement for the specific deliverable(s)via the aforementioned grant agreements; (2)institute an action for breach of contract to recover funds previously paid to the Consultant for which reimbursement is denied pursuant to the aforementioned grant agreements as a result of Consultant's delay in submitting deliverables to the City; and/or Agreement for Professional Services(with professional liability coverage) Page 2 of 10 Contract No. 25-027.00 (3)pursue any other remedy provided under this Agreement or by law. In any case,the Consultant shall, in good faith, continue to work on meeting any remaining timelines for all deliverables contained in the Work Plan. The City's remedies herein shall survive the termination or expiration of this contract. The City agrees that City-caused delays that jeopardize grant payments will not affect City payment to consultants. 4.Payment. Consultant shall be paid monthly upon presentation of an invoice to City.Invoices will convey percentage completeness by task, accompanied by a progress report that conveys progress toward task completion; City may ask for additional back up as needed. Applications for payment shall be sent to the City Finance Department at the below-stated address. City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services,City standards,City Code,and federal or state standards. 5.Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name:Marci Patterson,City Clerk Name:Chris Mefford,President&CEO Phone: (509)720-5000 Phone:206-617-9576 Address: 10210 East Sprague Avenue Address: 119 Pine Street, Suite 400 Spokane Valley,WA 99206 Seattle WA 98101 Email: chris@communityattributes.com 6.Applicable Laws and Standards. The Parties,in the performance of this Agreement,agree to comply with all applicable federal, state, and local laws and regulations. Consultant states that its designs, construction documents, and services shall conform to all federal,state,and local statutes and regulations. 7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible,or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records,making false statements,or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses Agreement for Professional Services(with professional liability coverage) Page 3 of 10 Contract No. 25-027.00 enumerated in paragraph(A)(2)of this certification;and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions(federal,state,or local)terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification,such prospective participant shall attach an explanation to this Agreement. 8. Relationship of the Parties. It is understood and agreed that Consultant shall be an independent contractor and not the agent or employee of City,that City is interested in only the results to be achieved, and that the right to control the particular manner,method, and means in which the services are performed is solely within the discretion of Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Consultant under this Agreement are and shall be the property of City,and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality mylars of maps,and copies in the form of computer files, for the City's use. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use,in whole or in part,any reports,data,drawings,images,or other material prepared under this Agreement,provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10.Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine, make excerpts or transcripts from such records, and to make audits of all contracts, invoices,materials,payrolls, and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 11.Insurance. Consultant shall procure and maintain for the duration of the Agreement,insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant,its agents,representatives,employees,or subcontractors. A. Minimum Scope of Insurance. Consultant's required insurance shall be of the types and coverages as stated below: 1. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles. Coverage shall be at least as broad as Insurance Services Office(ISO)form CA 00 01. 2.Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations,stop-gap independent contractors and personal injury, and advertising injury. City shall be named as an additional insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least Agreement for Professional Services(with professional liability coverage) Page 4 of 10 Contract No. 25-027.00 as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4.Professional liability insurance appropriate to Consultant's profession. B.Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1.Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $1,000,000 each occurrence, and$2,000,000 general aggregate. 3. Professional liability insurance shall be written with limits no less than$2,000,000 per claim and$2,000,000 policy aggregate limit. C.Other Insurance Provisions. The Consultant's policies are to contain,or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or self-insured pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2.Consultant shall provide City and all additional insured for this work with written notice of any policy cancellation within two business days of their receipt of such notice. 3. If Consultant maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Consultant, irrespective of whether such limits maintained by Consultant 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 Consultant. 4.Failure on the part of Consultant to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at least five business days' notice to Consultant to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Consultant from the City. D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of not less than A:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, Agreement for Professional Services(with professional liability coverage) Page 5 of 10 Contract No.25-027.00 evidencing the insurance requirements of the Agreement before commencement of the work. 12. Indemnification and Hold Harmless. Consultant shall, at its sole expense, defend, indemnify, and hold harmless City and its officers,agents,and employees,from any and all claims,actions,suits,liability, loss, costs, reasonable attorney's fees, costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors,or omissions in the services provided by Consultant, Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law,subject only to the limitations provided below. 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 City, 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. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51, RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 13.Waiver. No officer,employee,agent,or other individual acting on behalf of either Party has the power, right,or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 14. Assignment and Delegation. Neither Party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Party. 15. Subcontracts. Except as otherwise provided herein, Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16. Confidentiality. Consultant may, from time-to-time,receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County,Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s)' decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation or arbitration(including expert witness fees). Agreement for Professional Services(with professional liability coverage) Page 6 of 10 Contract No. 25-027.00 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified,or altered except in writing signed by the Parties hereto. 20.Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted,or granted a present or future gift,favor,service,or other thing of value from any person with an interest in this Agreement. 21. Business Registration. Consultant shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 22. Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement, the Consultant,for itself,its assignees,and successors in interest agrees as follows: A. Compliance with Regulations. Consultant shall comply with the federal laws set forth in subsection G, below("Pertinent Non-Discrimination Authorities") relative to non-discrimination in federally-assisted programs as adopted or amended from time-to-time, which are herein incorporated by reference and made a part of this Agreement. B. Non-discrimination. Consultant,with regard to the work performed by it during this Agreement, shall not discriminate on the grounds of race,color,or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Consultant shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding, or negotiation made by Consultant for work to be performed under a subcontract, including procurements of materials,or leases of equipment, each potential subcontractor or supplier shall be notified by Consultant of Consultant's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race,color,or national origin. D. Information and Reports. Consultant shall provide all information and reports required by the Acts,the regulations, and directives issued pursuant thereto, and shall permit access to its books, records,accounts,other sources of information,and its facilities as may be determined by the City or the WSDOT to be pertinent to ascertain compliance with such Acts,regulations,and instructions. Where any information required of Consultant is in the exclusive possession of another who falls or refuses to furnish the information, Consultant shall so certify to the City or the WSDOT, as appropriate,and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance. In the event of a Consultant's noncompliance with the non- discrimination provisions of this Agreement,the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate,including,but not limited to: 1. Withholding payments to Consultant under the Agreement until Consultant complies; and/or Agreement for Professional Services(with professional liability coverage) Page 7 of 10 Contract No. 25-027.00 2. Cancelling,terminating,or suspending the Agreement,in whole or in part. F. Incorporation of Provisions. Consultant shall include the provisions of Section 22 of this Agreement in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts,regulations and directives issued pursuant thereto. Consultant shall take action with respect to any subcontract or procurement as the City or the WSDOT may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, that if Consultant becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction, Consultant may request that the City enter into any litigation to protect the interests of the City. In addition, Consultant may request the United States to enter into the litigation to protect the interests of the United States. G. Pertinent Non-Discrimination Authorities: During the performance of this Agreement, the Consultant agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq.,78 stat.252),(prohibits discrimination on the basis of race,color,national origin);and 49 CFR Part 21;and 49 Part 26; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601),(prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 U.S.C. §471, Section 47123), as amended,(prohibits discrimination based on race,creed,color,national origin,or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal- aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems,places of public accommodation,and certain testing entities(42 U.S.C. §§12131- 12189)as implemented by Department of Transportation regulations at 49 C.F.R.parts 37 and 38; Agreement for Professional Services(with professional liability coverage) Page 8 of 10 Contract No.25-027.00 The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race,color,national origin,and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency(LEP). To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed.Reg.at 74087 to 74100);and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities(20 U.S.C.§1681 et seq.). 23. Severability. If any section,sentence,clause,or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section,sentence,clause,or phrase of this Agreement. 24.Relevant Grant Provisions. The Consultant shall follow the following terms as required by the relevant grant authorities,and include these terms in any subconsultant contracts: A. This Agreement is funded in whole or in part by the Climate Commitment Act. Thus, 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 the City by Consultant which reference programs or projects related to this Agreement shall contain the following statement: "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." Further, Consultant shall ensure that Climate Commitment Act branding appears on work completed by or on behalf of the City. The CCA logo must be used in the following circumstances consistent with the branding guidelines: i. Any project related website or webpage that includes logos from other funding partners; ii. Any publication materials that include logos from other funding partners; iii. Any on-site signage including pre-during Construction signage and permanent signage at completed project sites;and iv. Any equipment purchased with CCA funding through a generally visible decal. Agreement for Professional Services(with professional liability coverage) Page 9 of 10 Contract No.25-027.00 B. Neither Commerce nor the State of Washington are liable for claims or damages arising from Consultant's or any subconsultant's performance. 25. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services B.Fee proposal C.Washington State Department of Commerce Climate and Periodic Update Grants D. Insurance Certificates The Parties have executed this Agreement this day of I kl er ,20��. CITY OF 'OKANE VALLEY Consultant: 9Alt Ac4 ( 4 John H• an,City Mana4 r By: Chris Mefford, Pres e t & CEO Its: Authorized Representative APPROVED AS TO FORM: f the 1 Atto ey Agreement for Professional Services(with professional liability coverage) Page 10 of 10 Exhibit A •� 119 Pine Street,Suite 400 I Seattle,WA 98101 206 523 6683 I communityattributes.com Contract Scope of Work Note: Deliverables noted with (G) are grant-mandated deliverables that the City of Spokane Valley must submit to the Department of Commerce to fulfill its grant obligations. TASK 1. PROJECT KICKOFF AND ONGOING PROJECT MANAGEMENT Goal: Ensure the project moves forward in an efficient and timely manner toward completion of city goals and grant and other obligations.CAI has several protocols to ensure effective project management, focused on an on-time and on budget delivery of all required deliverables. First,CAI will facilitate a kickoff meeting with city staff to discuss,at a minimum,the following: • Project Objectives • Work Plan and Schedule Review • Project Management Expectations and Performance Measurements CAI will also prepare and submit monthly invoices with a detailed monthly progress report to document the project team's work and ensure consistent progress toward project completion. CAI's project manager will facilitate brief bi-weekly check-in calls with city staff to ensure progress toward milestones and address challenges as they occur. Finally,CAI's project manager will maintain regular communication with Spokane Valley staff and all members of the project team to effectively administer the project and ensure consistent progress toward project completion and GMA compliance. Approximate Schedule: December 2024-June 2026 Anticipated Deliverables: • Periodic Update Work Plan(G); • Monthly Invoices and Progress Reports;Agendas for meetings(as appropriate); • Resolution finding Periodic Update is complete(G). TASK 2. BASELINE AND FRAMEWORK Goal: Determine how the existing Comprehensive Plan (Plan)needs to change,what the community's overarching vision is, and provide foundational data to inform all element updates. TASK 2.1. 2016 PLAN EVALUATION CAI and SCJ will work with City of Spokane Valley staff through a series of meetings to understand aspects of the 2016 Comprehensive Plan that are and are not working as well as intended.This will include an assessment of substantive content,as well as graphic layout and accessibility. Potential areas of improvement will be documented and implemented in Task 6. TASK 2.2. EXISTING CONDITIONS ASSESSMENT CAI will lead data collection and analysis to describe existing demographic and economic conditions and trends in Spokane Valley and the region.This will include an update of key data included in the 2016 Periodic Update,for comparison over time.Additional data collection and analysis will be completed as necessary to inform updates to all elements. Data are anticipated to come from the Washington Department of Commerce,Washington Office of Financial Management,Washington Employment Security Department, U.S.Census Bureau, U.S. Department of Housing and Urban Development, U.S. Bureau of Labor Statistics,and other sources as appropriate.Critically,this task will include updates to data presented 1 tie,A 119 Pine Street,Suite 400 I Seattle,WA 98101 'AratI 206 523 6683 I communityattributes.com in Spokane Valley's recent Housing Needs Assessment and Housing Action Plan,for application to the updated Housing Element and for implications for land use alternatives. TASK 2.3. COMMUNITY VISIONING Using various engagement activities and techniques,SCJ and CAI will facilitate a process to update the community's aspirational vision.This vision will guide the remainder of the update, helping to shine a spotlight on community priorities,and allowing the project team to allocate time and resources accordingly. TASK 2.4. PLAN OUTLINE With Tasks 2.1 through 2.3 complete,CAI will use the information gathered to outline the new Comprehensive Plan,keeping elements that worked well in the 2016 Update and introducing new elements or features as needed. CAI will work with the client and the project team to review and iterate on the outline. TASK 2.5. GRAPHIC STANDARDS AND TEMPLATES CAI's graphic designer with work with city staff and any applicable brand and writing style guidelines to develop templates for the Plan document,as well as for maps and graphics that will be used in the Plan, much as was done in 2016. Approximate Schedule: December 2024-April 2025 Anticipated Deliverables: • Plan Evaluation memorandum;draft and final Existing Conditions Assessment,draft and final Vision Statement; • Draft and final Comprehensive Plan Outline; • Plan template and associated working files. TASK 3. STAKEHOLDER AND PUBLIC ENGAGEMENT Goal: Create and execute a plan to engage residents, businesses,stakeholders,and elected officials in creative and meaningful ways while educating all on new requirements for comprehensive planning in Washington State. TASK 3.1. PUBLIC PARTICIPATION PLAN SCJ, CAI,and Spokane Valley staff will collaborate to develop a draft and final Public Participation Plan that outlines all anticipated community and stakeholder engagement activities,timing expectations for said activities, materials needs, roles and responsibilities for consultants and staff, anticipated outcomes.The Public Participation Plan will include engagement activities in support of the full Periodic Update,as well as climate-specific community and stakeholder engagement. Additionally, Cascadia will integrate our public and stakeholder engagement efforts into the broader comprehensive plan update engagement,though we also identify a need for engagement specific to the new Climate Element.Cascadia will support stakeholder and community engagement efforts to better understand climate impacts, community priorities,support for policies,and possible barriers.We recognize the need for culturally relevant engagement and the importance of engaging residents on the frontline of climate change and those who are typically not engaged in planning efforts.SCJ and Cascadia will work with Spokane Valley staff to develop a comprehensive public engagement strategy that is complementary to the Public Participation Plan and will utilize a wide range of communications tools with the aim to engage the broadest possible range of the community. Potential activities and deliverables include: • Climate Element public engagement strategy with timeline and specific strategies • Support/facilitate a Climate Policy Advisory Team(assumed to be the Planning Commission) • Top-line and supporting outreach messages and tactics, including project factsheet/webpage 2 .®■�A ' 119 Pine Street,Suite 400 I Seattle,WA 98101 206 523 6683 I communityattributes.com • Integration with other Comprehensive Plan engagement,e.g.,development of climate-specific questions in community-wide surveys or listening sessions • Support/attend City Council meetings as relevant throughout the project • Lead design and implementation of Climate Element specific engagement activities identified in the engagement strategy to inform policy review and development,vulnerability assessment, and other aspects of the Climate Element • Focus on culturally relevant/targeted engagement of climate change frontline communities, including tribal and native community members,where appropriate • Focus on culturally relevant/targeted engagement of climate change frontline communities, including tribal and native community members,where appropriate • Schedule of community engagement efforts,aligned with the city event calendar and other project outreach efforts. TASK 3.2.TECHNICAL ADVISORY COMMITTEE MEETINGS CAI and SCJ will support the City in forming a technical advisory committee(TAC),developing meeting agendas,and facilitating conversations,as agreed to by the City and consultant team.The TAC effort will be designed to complement and advance the overall plan update process,with the committee meeting at a frequency as determined by the City.The consultant team will attend up to six TAC meetings,as determined by the City and TAC. TASK 3.3. ORIENTATION INTERVIEWS SCJ will conduct orientation interviews with community members, business owners,agency representatives,and others identified by the City to develop a preliminary list of topics and issues on the community's mind.These interviews will provide early insight into this process's priorities. TASK 3.4 PROJECT WEBSITE CAI will regularly consult with city staff and advise on content for posting to a dedicated page on the city's existing website.This consultation may occur during bi-weekly check-in meetings or in other meetings,as appropriate,and may inform social media activity as well. Assumptions • City of Spokane Valley staff will manage the posting and distribution of all content,as well as all web development and IT needs,with content provided by the consultant team. TASK 3.5 COMMUNITY ENGAGEMENT SCJ will design and deliver a comprehensive engagement program consisting of a workshop series, community pop-up booths,surveys,open houses,and other activities to ensure the plan's policy initiatives are informed by a compelling and thorough public conversation.The comprehensive engagement program will ensure all segments of our community are reached so everyone has the opportunity to inform the Plan. Task 3.1 will produce an engagement plan,and this task will be to implement it,delivered in concert with city staff to ensure the process is transparent,accountable,and effective. TASK 3.6 ENGAGEMENT SUMMARY REPORT SCJ will produce a summary deliverable that identifies key findings from each major engagement activities, as well as implications for Plan development.This deliverable may be included as an appendix to the Comprehensive Plan,or as a standalone report. Approximate Schedule:January 2024-June 2026 Anticipated Deliverables: • Draft and Final Public Participation Plan (G); • Climate Community Engagement Plan (G); 3 • 119 Pine Street,Suite 400 I Seattle,WA 98101 206 523 6683 I communityattributes.com • All materials necessary for execution of the Public Participation Plan; • All materials, including agendas, necessary for execution of Advisory Committee meetings; • Project Website; • Draft and Final Engagement Summary Report. TASK 4. ELEMENT UPDATES Goal: Provide GMA-compliant draft and final Elements for those Elements that are currently in Spokane Valley's Comprehensive Plan,as well as those that need to be incorporated based on recent legislation. TASK 4.1. ECONOMIC DEVELOPMENT ELEMENT CAI will lead updates to the Economic Development Element, bringing in new strategies for continuing to grow Spokane Valley's economy,while recognizing key projects either completed or in progress,such as the new cross country course.The Element will be actionable and impactful. TASK 4.2. LAND USE ELEMENT CAI, SCJ,and DOWL will work with city staff and key stakeholders to develop land use scenarios that reflect local input and the community's vision for the future including promoting economic development, confirming there is sufficient land available for job and housing growth,and preserving Spokane Valley's character. Potential sub-tasks include: Task 4.2.1: Review housing allocations from Spokane County Task 4.2.2: Build a land use scenarios model that reflects the city's vision for growth. Using the city's land capacity analysis(or with land capacity modeling from our team)and County population allocations,we will establish different alternatives for accommodating growth. Task 4.2.3:Obtain input on the land use scenarios. Obtain input from staff, stakeholders,the public,and decision-makers in stakeholder meetings,open houses,and commission and council meetings. Revise land use scenarios based on input. Task 4.2.4:Select preferred alternative. Our team will facilitate discussions with the Planning Commission and City Council to obtain their direction on a preferred alternative,given key differences in transportation, natural resources,and capital facilities impacts across the scenarios. TASK 4.3. HOUSING ELEMENT CAI will update Spokane Valley's Housing Element to meet current GMA requirements based on recent legislation,as well as specific goals and policies consistent with the city's allocation of affordable housing units.We will include strategies for working toward these targets,and will update the Element in collaboration with the Land Use Element to ensure consistent between land use and housing policies. TASK 4.4.TRANSPORTATION ELEMENT DOWL will work with city staff and key stakeholders to update the Transportation Element consistent with the preferred land use alternative that reflects local input and the community's vision for the future including confirming transportation facilities support projected job and housing growth. Sub-tasks currently defined include: Task 4.4.1. Evaluation of underlying documentation. DOWL will gather and annotate existing background documentation in a shared Bluebeam session in coordination with the elements of Task 2.1. No formal summary memo or deliverable will be developed other than the markup of where existing documentation needs to be modified for consistency with H.B. 1181. Assumption(s) • No formal deliverable will be required as part of this subtask 4 :• 119 Pine Street,Suite 400 I Seattle,WA 98101 206 523 6683 I communityattributes.com • City staff to provide all relevant background documentation in pdf format for inclusion in the Bluebeam Session. Task 4.4.2.Update the Transportation Element analysis. DOWL will update the 2017 Transportation Element traffic engineering analysis as needed for consistency with H.B. 1181.Anticipated analyses include pedestrian and bicycle level of traffic stress and VMT analysis.The City will provide supporting documentation and models from prior efforts for the vehicle analysis update. Assumption(s) • City staff to provide all relevant GIS layers(AADT, pedestrian infrastructure, bicycle Infrastructure, safety data,etc.) • New traffic counts will be required as part of this task. If traffic counts are required based on the evaluation of Task 4.4.1,city staff will source the new traffic counts as needed. • GIS Layers provided by city staff are assumed to be complete and current to the best of city staff's knowledge and will not require field verification of the infrastructure. • Future forecasting will be provided by SRTC. No travel demand modeling or model modifications are assumed as part of this task. • One single review cycle of the results of the traffic analysis is assumed in this task. Task 4.4.3.Update the 2017 Transportation Element: DOWL will update the 2017 Transportation Element sections identified during Task 4.4.1 based on the results of Task 4.4.2.The final 2025 Transportation Element will be an amended version of the 2017 effort to include relevant elements for compliance with H.B. 1181. Assumption(s) • CAI or city staff will provide a copy of the word document file of the prior 2017 Transportation Element for edit and update. • This task assumes a single review cycle for the draft 2025 Transportation Element. TASK 4.5. CAPITAL FACILITIES AND PUBLIC SERVICES ELEMENT SCJ will draft the updated capital facilities and public services element,coordinating with the City, special districts,the County,and others,as appropriate.The new element will present an inventory of existing facilities, assess the ability of existing and planned facilities to serve anticipated growth, and prepare a list of new necessary facilities,with a funding plan,as required by the GMA. TASK 4.6. PUBLIC AND PRIVATE UTILITIES ELEMENT SCJ will update the existing Public and Private Utilities Elements,coordinating with all service providers to ensure facilities are in place or planned to be in place to serve expected growth. TASK 4.7. PARKS AND OPEN SPACE ELEMENT SCJ will update the Parks and Open Space Element, basing new policy and project initiatives on the most recent parks and recreation master plan. Results from this element update will also inform the new capital facilities element, programming identified parks improvements and linking them to associated transportation or utility improvements. TASK 4.8. NATURAL RESOURCES ELEMENT CAI and Cascadia will collaborate to update this Element, using data sources that were employed for the 2016 update,and generating new maps based on maps previously employed in the Plan. Approximate Schedule: May 2025 - December 2025 5 0.1111 119 Pine Street,Suite 400 Seattle,WA 98101 7.�•� 206 523 6683 I communityattributes.com Anticipated Deliverables: • Transportation Element: Final commented PDFs from the Bluebeam Session after review. • Transportation Element: GIS layers displaying the results of the traffic analysis for inclusion in the Transportation Element Update. • Transportation Element: Draft/Final PDFs of the 2025 Transportation Element with 20-year Transportation Improvement Plan. • Draft and Final Updated Elements(all),delivered separately as chapters. TASK 5. CLIMATE PLANNING Goal: Conduct research,analysis,and planning to meet all statutory requirements of the new Climate Change and Resiliency Element,as well as all Climate Planning grant obligations. TASK 5.1: EXPLORE CLIMATE IMPACTS Consistent with changes in the GMA(RCW 36.70A.070)and the Department of Commerce's Climate Element Planning Guidance,Cascadia will assess climate change impacts on key physical, social,and environmental assets, pulling from relevant plans,policies,and other resources as well as any other identified during this process. Drawing from Cascadia's extensive experience working with jurisdictions to identify and evaluate climate impacts and hazards,Cascadia will use the best available science and credible resources to identify observed and projected climate trends relevant to the City of Spokane Valley,focusing on impacts such as stormwater flooding and slope stability, heat events,wildfire,smoke,drought,and other climate-related risks.Cascadia anticipates using resources from the University of Washington Climate Impacts Group and other sources, including Climate Mapping for a Resilient Washington, Northwest Climate Assessment Report,the National Climate Assessment,and other relevant studies and datasets. Assumption(s) • Climate Impacts Summary to include: Review of historical and projected climate impacts/hazards for RCP 8.5,the business as usual scenario,for all identified climate hazards. TASK 5.2:AUDIT POLICIES To better understand what climate planning Spokane Valley has completed to date,Cascadia will complete an audit of existing plans, policies,and regulations including, but not limited to,the City's Comprehensive Plan, Hazard Mitigation Plan,and Shoreline Master Program.An initial list will be vetted by City Staff before being finalized,aiming for no more than five plans total for review.Acknowledging not all City programs, policies,and initiatives are easily accessible through written documentation Cascadia will supplement policy review with up to 5 interviews with City Staff and/or key partners. Cascadia will organize the review into a database and summarize findings in a Policy Analysis memorandum that clearly identifies all planning documents/resources and compiles key climate related goals and policies of potential relevance to the City.The database and report will also collate key climate resilience considerations that existing measures address within priority sectors.The database and report will be used to identify policy trends,gaps,opportunities,and barriers in the existing policies and will include policy recommendations for the Climate Element. Assumption(s) • City will provide up to two rounds of reviews on the Policy Audit memorandum before it is finalized. 6 ��y A ' 119 Pine Street,Suite 400 Seattle,WA 98101 � 206 523 6683 I communityattributes.com TASKS 5.3, 5.4,AND 5.5: GATHER GHG EMISSION DATA, CONDUCT GHG EMISSIONS ANALYSIS,AND SET GHG EMISSION REDUCTION TARGETS Cascadia will gather a clear and comprehensive understanding of current and projected GHG emissions in the City of Spokane Valley. Following Department of Commerce Guidance, Cascadia will develop a Pathway 3 GHG emissions community inventory that: • Provides a comprehensive baseline of emissions • Accounts for all emission sources • Offers a repeatable process that can be done in the future • Can be used to measure progress to tracked toward goals Per Commerce recommendations,the GHG Inventory will use 2022 as a baseline year for the inventory, setting incremental targets that lead to net zero emissions(RCW 70A.45.020(1).) Assumption(s) • To the extent possible,Cascadia proposes quantifying all communitywide emissions in the "base sources"column in the table below.Cascadia can also quantify"additional sources," depending on available data, budget,and the city's interest. Table 1.Communitywide GHG Emissions Sources Sector Base Sources Additional Sources(Optional) Built • Residential,commercial,and industrial • Residential,commercial,and industrial Environment electricity and natural gas consumption propane and fuel oil consumption • Transmission and distribution losses of • Industrial process emissions electricity and natural gas • Refrigerants Transportation • On-road personal and freight vehicle • Public transit transportation • Aviation • Off-road vehicles and equipment Water/ • Wastewater treatment process emissions • Energy consumed to convey potable Wastewater water and treat wastewater) Solid Waste • Landfill waste generation,collection,and • Compost generation,collection,and disposal disposal Consumption • Household consumption of food,goods, and services • Once the community inventory is complete, results will be uploaded into a customized emissions forecasting and scenario analysis tool that allows the city to visualize future GHG emissions and emission reduction strategies and scenarios.This tool will build off Cascadia's custom wedge analysis tool,which was created specifically with Washington cities in mind. 1 Note this energy consumption is often included in electricity data already collected for the built environment.If these processes are performed outside of the City's boundaries,we would separately calculate,otherwise we would rely on energy consumption data to avoid double counting. 7 @■ 119 Pine Street,Suite 400 I Seattle,WA 98101 g� 206 523 6683 I communityattributes.com TASK 5.6:ASSESS CLIMATE VULNERABILITY AND RISK As a first step in the Climate Vulnerability and Risk Assessment(CVA),Cascadia will work with the City to determine a scale and approach that is appropriate for this project. From there, Cascadia anticipates assessing(1)climate hazards and impacts,including changing precipitation,and summer droughts,warming temperatures,extreme heat events,and wildfire and smoke(2) physical,social,and environmental assets, and (3)vulnerabilities of frontline communities and health disparities(such as elderly,youth, people with pre-existing health conditions and exposure to environmental hazards, low income residents,climate- exposed and outdoors workers and others). Cascadia will work with the City to determine which sectors (e.g.,health, emergency services, stormwater,etc.)to focus on.This is an important step in the CVA process and ensures that City staff and key stakeholders agree upon focus areas,hazards,assets,and vulnerable communities to focus in on in the CVA. Next Cascadia will conduct the CVA using the vulnerability assessment framework outlined in the Department of Commerce's Climate Resilience Guidebook.We will assess high, medium,and low climate exposure,sensitivity,and adaptive capacity. Assumption(s) • CVA to include:Qualitative, quantitative and spatial risk and vulnerability assessment to physical and social assets using existing research,publications,and datasets for 3-5 sectors as budget allows. • Assessment to include qualitative scoring of each sector's vulnerability, by subsector and climate hazard. • VA will incorporate maps, using existing mapping tools,and include a spatial analysis of vulnerability. • Cascadia will conduct up to three(3)stakeholder engagement touchpoints,such as staff listening sessions or interviews and community listening session,on the CVA(as indicated in Climate Engagement Plan). • City staff will help coordinate internal engagement with City staff and partners(e.g., scheduling, contact information)as well as public engagement as relevant to CVA. • City will provide up to two rounds of reviews on the CVA before it is finalized. TASK 5.7 AND 5.8: DRAFT RESILIENCE AND GHG GOALS AND POLICIES Cascadia will develop tailored Climate Element goals and policies that comply with HB1181 requirements. Final resilience and GHG emission reduction policies will draw from existing policies based on the policy audit(Task 5.3), use Commerce's menu of strategies to fill in the identified gaps,and integrate engagement outcomes with staff,City leadership,and the public.Cascadia will engage staff and stakeholders in reviewing and finalizing goals and policies. TASK 5.9 AND 5.10: DRAFT CLIMATE ELEMENT& COMPREHENSIVE PLAN INTEGRATION The final Climate Element can either be developed as a standalone element, integrated into other relevant elements,or a combination of the two. Cascadia will develop a public draft document and incorporate any feedback into the final. Approximate Schedule:January 2024-June 2026,with specific milestones for sub-tasks based on Spokane Valley's grant requirements. Anticipated Deliverables: • Climate Impacts Analysis and Climate Justice Memo(G); • GHG Emissions Data Collection Memo(G); • Climate Vulnerability and Risk Assessment Memo(G); • GHG Emission Sources Memo(G); • Plan and Policy Audit Memo(G); • GHG Emissions Reduction Targets Inventory Memo(G); • Draft and Comprehensive Plan(final) Resilience and Climate Justice Goals and Policies(G); 8 119 Pine Street, Suite 400 I Seattle,WA 98101 206 523 6683 I communityattributes.com • Draft and Comprehensive Plan (final) GHG Emissions Reduction Goals and Policies (G). TASK 6 . PLA \ DEV = LOPS/ E \ T Goal: Unify work completed to this point as a cohesive and comprehensive document,suitable for review and adoption by City Council,and for approval by the Department of Commerce. CAI will pull together all elements, update other components of the Comprehensive Plan in collaboration with the City and consistent with Tasks 2.4 and 2.5, including the introduction; implementation strategies; document review by city staff; and completion of the Comprehensive Plan, Development Regulations,and Critical Areas Checklists. Approximate Schedule: December 2025 -January 2026 Anticipated Deliverables: • Draft and Final Comprehensive Plan (G); • Critical Areas Checklist(G); • Comprehensive Plan Checklist(G); TASK 7 . SEPA COvIDLIAINCE A\ D ADOPTION Goal: Maintain SEPA compliance by updating the city's EIS from the 2016 Comprehensive Plan Periodic Update. Task 7.1: EIS Scoping. Develop a scoping notice for all required SEPA environmental elements.Consultant will prepare the notice necessary for distribution. Consultant will obtain and process public comment received on the notice. Assumption(s) • City staff will take the lead in notice publication, including uploading the notice to the comprehensive plan update webpage. • The task is limited to one public scoping period. Task 7.2 Draft EIS. Develop a draft EIS quantifying and qualitatively describing environmental impacts and necessary mitigations based on up to three land use alternatives(including a no-action alternative). Consultant will prepare a publication-ready copy of the DEIS. Assumption(s) • City staff will publish the draft and upload this draft to the city project website • The environmental elements subject to review and discussion in the DEIS will be limited to those analyzed with the SEPA EIS developed for the 2017-2037 Comprehensive Plan—Economic Welfare, Land Use,Transportation, Housing and Natural Environment—with two exceptions. Due to the addition of a Climate Element to the Comprehensive Plan and the additional climate impact analysis conducted with the overall Comprehensive Plan update,an analysis of the impacts of the land use alternatives on climate will be incorporated into the DEIS. In addition, public services, including water,sanitary sewer,stormwater,schools,and police and fire services will be incorporated. • The development and preparation of environmental analysis of alternatives will be conducted under Task 5 by the responsible Comprehensive Plan element team members and that the DEIS chapter inputs will be developed with the budget assigned to Task 5.The consultant will be responsible only for compiling the environmental analysis documentation and editing and updating these chapters for consistency and for document flow. 9 A 119 Pine Street,Suite 400 I Seattle,WA 98101 u141.11 206 523 6683 I communityattributes.com • The consultant will not be conducting any independent analysis of the impacts of land use alternatives on public services. Task 7.3. EIS Public Input.Conduct a scoping meeting/open house,and at least two open houses following the release of the Draft EIS to gather public input.The two open houses following the release of the EIS will also be provided in an online format and accompanied by a survey. Gather,document,and prepare responses to public comment received during the formal Draft EIS comment period. Assumption(s) • Public comment will be batched and summarized,and tailored responses to individual public comments are not necessary. Task 7.4. Final EIS. Based on agency and public input, revise the draft EIS and work with city staff to publish the final EIS. Assumption(s) • No substantive revisions to the EIS are required to address DEIS comments and the EIS updates primarily reflect a summary of public comments received and procedural and administrative updates necessary for final publication. • The consultant will provide a final publication-ready document to city staff,who will assume the final responsibility for publishing the document. Deliverables: • Draft and final scoping notice; • Summary of public involvement received on the scoping notice. • Draft and final draft EIS for publication • Up to three draft and final boards for the open house • Draft final and revised Final EIS; • Online survey results. Approximate Schedule: November 2025 - March 2026 Anticipated Deliverables: Draft and Final EIS TASK 8 . CODE UPDATE DOWL will use a three-pronged approach to update the city's development and critical area regulations including:(1) auditing the regulations for compliance with state requirements using the State's checklists and our experience with codes around the State;(2)Communicating key update requirements early and obtaining public input on key regulatory issues and(3); Drafting development regulations to meet state requirements. Task 8.1: Development Regulations Audit. DOWL will review the city's development regulations and critical areas ordinance in Titles 19,20,21,and 22 using the Periodic Update Checklist for Fully-Planning Cities and provide recommendations for updates based on State requirements.We will provide two drafts of the checklist based on one round of staff review. Task 8.2: Review key update requirements with decision-makers.Communicate key update requirements and policy choices to Planning Commission and City Council prior to undertaking the code updates to answer their questions and obtain high-level input. DOWL will develop a draft and final PowerPoint presentation for this purpose. Task 8.3: Draft Development Regulations and Critical Areas Ordinance. DOWL will draft revisions to the city's development regulations and review with decision-makers. DOWL would update the code to address required updates identified in Task 8.1. If additional budget is available, optional updates as directed by the io ,.■c 119 Pine Street,Suite 400 I Seattle,WA 98101 206 523 6683 I communityattributes.com City can be accommodated up to the budget maximum.The draft code will be updated twice based on staff and local input from stakeholders and decision makers. Task 8.4:Obtain Planning Commission and City Council Input on Draft Development Regulations: DOWL will present to the Planning Commission and City Council to obtain their input on the draft development regulations prior to revising the draft.We will prepare a PowerPoint presentation for the workshop(s). Task 8.4:Adoption.Contribute to one public hearing each with the Planning Commission and City Council for adoption concurrent with the overall periodic update adoption. Assumption(s) • Revisions to the city's State Environmental Policy Act(SEPA)regulations in SVMC 21.20 and Shoreline Master Program and Shoreline Regulations in SVMC 21.50 are excluded. • City staff will compile comments from stakeholders,the public,and decision makers and DOWL will address these in one consolidated draft. • City staff will provide logistical support to publish the draft development regulations. • The City is responsible for preparing a mutually agreeable memorandum of agreement with applicable tribes under RCW 36.70A.040(8)(a). • Staff will prepare all public meeting and hearing staff reports. • Total meetings for this task are not to exceed four and may be attended virtually. Approximate Schedule:January 2025 - March 2026 Anticipated Deliverables: • Draft and Final Periodic Update Checklist for Fully-Planning Cities(Development Regulations portion); • Draft and Final PowerPoint presentation for joint Council-Planning Commission informational workshop; • Two drafts development regulations(Titles 19-22); • Draft and final PowerPoint presentation for joint input workshop for Planning Commission and City Council; • Attendance at one Planning Commission and one City Council public hearing. 11 Exhibit B ■ 119 Pine Street,Suite 400 I Seattle,WA 98101 �■ 206 523 6683 I communityattributes.com BUDGET The following represents an allocation of budget by task for each subtask identified in the contract scope of work.This allocation is aligned with our understanding of the contract scope of work, but is subject to modification based on subsequent conversations with City of Spokane Valley staff. TASK 1 PROJECT KICKOFF AND ONGOING PROJECT MANAGEMENT Est.Hours Budget 1.1 Project Kickoff Meeting 48 $9,100 1.2 Monthly Invoices 72 $13,700 1.3 Bi-Weekly Check-Ins 72 $13,700 1.4 Project Management and Coordination 232 $44,100 Task Subtotal 424 $80,600 TASK 2 BASELINING AND FRAMEWORK 2.1 2016 Plan Evaluation 106 $20,100 2.2 Existing Conditions Assessment 208 $39,500 2.3 Community Visioning 44 $8,400 2.4 Plan Outline 44 $8,400 2.5 Graphic Standards and Templates 60 $11,400 Task Subtotal 462 $87,800 TASK 3 STAKEHOLDER AND PUBLIC ENGAGEMENT 3.1 Engagement Plan 136 $25,800 3.2 Technical Advisory Committee Meetings 104 $19,800 3.3 Orientation Interviews 40 $7,600 3.4 Project Website 24 $4,600 3.5 Community Engagement 530 $100,700 3.6 Engagement Summary Report 74 $14,100 Task Subtotal 908 $172,500 TASK 4 ELEMENT UPDATES 4.1 Economic Development Element 182 $34,600 4.2 Land Use Element 292 $55,500 4.3 Housing Element 250 $47,500 4.4 Transportation Element 290 $55,100 4.5 Capital Facilities and Public Services Element 120 $22,800 4.6 Public and Private Utilities Element 100 $19,000 4.7 Parks and Open Space Element 136 $25,800 4.8 Natural Resources Element 90 $17,100 Task Subtotal 1,460 $277,400 TASK 5 CLIMATE PLANNING 5.1 Explore Climate Impacts 116 $22,000 5.2 Audit Policies 122 $23,200 5.3 Gather GHG Emission Data 84 $16,000 5.4 Conduct GHG Emissions Analysis 84 $16,000 5.5 Set GHG Emission Reduction Targets 84 $16,000 5.6 Assess Climate Vulnerability and Risk 224 $42,600 5.7 Draft Resilience Goals and Policies 108 $20,500 5.8 Draft GHG Reduction Goals and Policies 108 $20,500 5.9 Draft Climate and Resilience Element 108 $20,500 5.10 Comprehensive Plan Integration 36 $6,800 Task Subtotal 1,074 $204,100 12 ■ 119 Pine Street, Suite 400 I Seattle,WA 98101 ® ' 206 523 6683 I communityattributes.com TASK 6 PLAN DEVELOPMENT 6.0 Plan Development 112 $21,300 Task Subtotal 112 $21,300 TASK7 SEPACOMPLIANCEANDADOPTION 7.1 EIS Scoping 72 $13,700 7.2 Draft EIS 232 $44,100 7.3 EIS Public Input 192 $36,500 7.4 Final EIS 96 $18,200 Task Subtotal 592 $112,500 TASK 8 CODE UPDATE 8.1 Development Regulations Audit 76 $14,400 8.2 Review Key Update Requirements 64 $12,200 8.3 Draft Development Regulations and Critical Areas Ordinance 186 $35,300 8.4 PC/CC Input 34 $6,500 Task Subtotal 360 $68,400 TOTAL 5,392 $1,024,500 13 Docusign Envelope ID:D069A3FF-077E-4F7E-B406-0089CEEE7C2B Exhibit C Washington State r. Department of 40 Commerce Interagency Agreement with City of Spokane Valley through Growth Management Services Contract Number: 25-63335-150 For GMA Periodic Update Grant — FY2025 Dated: Date of Execution Docusign Envelope ID:D069A3FF-077E-4F7E-B406-CO89CEEE7C2B A A Wasliing:onSlale Department of N4Pv Commerce Table of Contents TABLE OF CONTENTS 2 FACE SHEET 3 SPECIAL TERMS AND CONDITIONS 4 1. AUTHORITY 4 2. ACKNOWLEDGEMENT OF CLIMATE COMMITMENT ACT FUNDING 4 3. CONTRACT MANAGEMENT 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 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 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 13 ATTACHMENT B:BUDGET 14 Page 2 of 14 Docusign Envelope ID:D069A3FF-077E-4F7E-6406-0089CEEE7C2B k [ Washing:on Slate ®aa�C Department e Face Sheet Contract Number:25-63335-150 Local Government Division Growth Management Services GMA Periodic Update Grant(PUG) 1.Contractor 2.Contractor Financial Representative City of Spokane Valley 10210 E Sprague Ave Spokane Valley,WA 99206 3.Contractor Representative 4.COMMERCE Representative Mike Basinger Melissa Alofaituli PO Box 42525 Director Senior Planner 1011 Plum St.SE Mbasinger()spokanevallevwa.gov melissa.alofaituliAcommerce.wa.gov Olympia,WA 98504 5.Contract Amount 6. Funding Source 7.Start Date 8. End Date $162,500 Federal: D State: ® Other: ❑ N/A: ❑ 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 SWV0018021-00 602-251-431 N/A 14. Contract Purpose Grant funding to assist the City of Spokane Valley 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 John Hohman, City Manager Mark K. Barkley,Assistant Director City of Spokane Valley Local Government Division Date Date APPROVED AS TO FORM ONLY BY ASSISTANT ATTORNEY GENERAL APPROVAL ON FILE Page 3 of 14 Docusign Envelope ID:D069A3FF-077E-4F7E-B406-0089CEEE7C2B 4 Washing:onState `4 Department of NO 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. 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; A. Any publication materials that include logos from other funding partners; B. Any on-site signage including pre-during Construction signage and permanent signage at completed project sites; and C. 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 one hundred and sixty-two thousand, five hundred dollars ($162,500), for the performance of all things necessary for or incidental to the performance of work under this Contract as set forth in the Scope of Work. 5. 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 25- 63335-150. If expenses are invoiced, provide a detailed breakdown of each type. A receipt must accompany any single expenses in the amount of$50.00 or more in order to receive reimbursement. Page 4 of 14 Docusign Envelope ID:D069A3FF-077E-4F7E-B406-0089CEEE7C2B r Washington Slate C Department of v4►®Comm]ce Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after receipt of properly completed invoices. Payment shall be sent to the address designated by the Contractor. COMMERCE may, in its sole discretion,terminate the Contract or withhold payments claimed by the Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition of this Contract. No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall be made by COMMERCE. Invoices and End of Fiscal Year 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 Start Date COMMERCE will pay the Contractor for costs incurred beginning July 1, 2024, for services and deliverables described under this Agreement. Duplication of Billed Costs The Contractor shall not bill COMMERCE for services performed under this Agreement, and COMMERCE shall not pay the Contractor, if the Contractor is entitled to payment or has been or will be paid by any other source, including grants,for that service. Disallowed Costs The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subcontractors. COMMERCE may, in its sole discretion, withhold ten percent (10%) from each payment until acceptance by COMMERCE of the final report(or completion of the project, etc.). Line Item 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(Attachment B)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 of the Budget(Attachment B)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 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, including TasksNVork Items and Deliverables under Attachment A,without specific written approval from COMMERCE by amendment to this contract. Page 5 of 14 Docusign Envelope ID:D069A3FF-077E-4F7E-B406-0089CEEE7C2B A Washing:on Slate tr Nisi Comm rce 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 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 Docusign Envelope ID:D069A3FF-077E-4F7E-B406-0089CEEE7C2B oi't A Nlasliing;arStale ,Department of 1P40 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 person's name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers, and "Protected Health Information" under the federal Health Insurance Portability and Accountability Act of 1996(HIPAA). F. "State"shall mean the state of Washington. G. "Subcontractor"shall mean one not in the employment of the Contractor,who is performing all or part of those services under this Contract under a separate contract with the Contractor.The terms"subcontractor"and"subcontractors"mean subcontractor(s)in any tier. 2. ALL WRITINGS CONTAINED HEREIN This Contract contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto. 3. AMENDMENTS This Contract may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 4. ASSIGNMENT Neither this Contract,work thereunder, nor any claim arising under this Contract,shall be transferred or assigned by the Contractor without prior written consent of COMMERCE. 5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION A. "Confidential Information"as used in this section includes: i. All material provided to the Contractor by COMMERCE that is designated as"confidential" by COMMERCE; Page 7 of 14 Docusign Envelope ID:D069A3FF-077E-4F7E-B406-0089CEEE7C2B &J x�Waal iiny:onState vile Commerce ii. All material produced by the Contractor that is designated as "confidential" by COMMERCE; and iii. All Personal Information in the possession of the Contractor that may not be disclosed under state or federal law. B. The Contractor shall comply with all state and federal laws related to the use,sharing,transfer, sale, or disclosure of Confidential Information. The Contractor shall use Confidential Information solely for the purposes of this Contract and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of COMMERCE or as may be required by law. The Contractor shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation of any state or federal laws related thereto. Upon request, the Contractor shall provide COMMERCE with its policies and procedures on confidentiality. 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 8of14 Docusign Envelope ID:D069A3FF-077E-4F7E-B406-0089CEEE7C2B Washing:on Stale Department of Vi► Commerce 7. DISPUTES In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in the following manner: Each party to this Agreement shall appoint one member to the Dispute Board. The members so appointed shall jointly appoint an additional member to the Dispute Board. The Dispute Board shall review the facts,Agreement terms and applicable statutes and rules and make a determination of the dispute.The Dispute Board shall thereafter decide the dispute with the majority prevailing.The determination of the Dispute Board shall be final and binding on the parties hereto.As an alternative to this process, either of the parties may request intervention by the Governor, as provided by RCW 43.17.330, in which event the Governor's process will control. 8. GOVERNING LAW AND VENUE This Contract shall be construed and interpreted in accordance with the laws of the state of Washington, and 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 Docusign Envelope ID:D069A3FF-077E-4F7E-B406-0089CEEE7C2B A Washing:on Stale g _Department of ®® Commerce notice requirement. In lieu of termination, the Contract may be amended to reflect the new funding limitations and conditions. 14. SEVERABILITY The provisions of this Contract are intended to be severable.If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Contract. 15. SUBCONTRACTING The Contractor may only subcontract work contemplated under this Contract if it obtains the prior written approval of COMMERCE. If COMMERCE approves subcontracting,the Contractor shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, COMMERCE in writing may: (a) require the Contractor to amend its subcontracting procedures as they relate to this Contract; (b)prohibit the Contractor from subcontracting with a particular person or entity; or(c) require the Contractor to rescind or amend a subcontract. Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The Contractor is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or condition of this Contract. The Contractor shall appropriately monitor the activities of the Subcontractor to assure fiscal conditions of this Contract. In no event shall the existence of a subcontract operate to release or reduce the liability of the Contractor to COMMERCE for any breach in the performance of the Contractor's duties. Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for claims or damages arising from a Subcontractor's performance of the subcontract. 16. SURVIVAL The terms, conditions, and warranties contained in this Contract that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Contract shall so survive. 17. TERMINATION FOR CAUSE In the event COMMERCE determines the Contractor has failed to comply with the conditions of this contract in a timely manner, COMMERCE has the right to suspend or terminate this Contract. Before suspending or terminating the Contract,COMMERCE shall notify the Contractor in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days, the Contract may be terminated or suspended. In the event of termination or suspension, the Contractor shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, e.g., cost of the competitive bidding, mailing, advertising and staff time. COMMERCE reserves the right to suspend all or part of the Contract, withhold further payments, or prohibit the Contractor from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Contractor or a decision by COMMERCE to terminate the Contract. A termination shall be deemed a "Termination for Convenience" if it is determined that the Contractor: (1)was not in default; or(2) failure to perform was outside of his or her control, fault or negligence. The rights and remedies of COMMERCE provided in this Contract are not exclusive and are, in addition to any other rights and remedies, provided by law. Page 10 of 14 Docusign Envelope ID:D069A3FF-077E-4F7E-B406-0089CEEE7C2B 4=A Washing:on Slate Department of �i►�Commerce 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. Page 11of14 Docusign Envelope ID:D069A3FF-077E-4F7E-B406-0089CEEE7C2B A}*®Washington State e407 Commerce 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 12 of 14 Docusign Envelope ID:D069A3FF-077E-4F7E-B406-0089CEEE7C2B L Washing;on State Departrnent of '40 Commerce Attachment A: Scope of Work Tasks & Description End Date Deliverables Task 1 Develop periodic update work plan Deliverable 1 D1: Periodic update work plan June 13, 2025 Task 2 Develop a public participation plan Deliverable 2 D2: Public participation plan June 13, 2025 Task 3 Complete critical areas analysis Deliverable 3 D3: Critical Areas Checklist June 13, 2025 Task 4 Complete comprehensive plan analysis and development regulations Deliverable 4 D4: Comprehensive Plan and Development June 13, 2025 Regulation Checklist Task 5 Draft Critical Areas Ordinance Deliverable 5 D5: Draft Critical Areas Ordinance June 13, 2025 Page 13 of 14 Docusign Envelope ID:D069A3FF-077E-4F7E-B406-0089CEEE7C2B WashinDepey State�ne tof ® ev Commerce Attachment B: Budget Deliverable SFY25 Amount D1: Periodic update work plan $19,500 D2: Public participation plan $45,500 D3: Critical Areas Checklist $32,500 D4: Comprehensive Plan Checklist $32,500 D5: Draft Critical Areas Ordinance $32,500 Contract Total $162,500 (Sate Fiscal Year 2025 only) Page 14 of 14 Docusign Envelope ID:D069A3FF-077E-4F7E-B406-0089CEEE7C2B Internal routing form. Will be deleted after contract fully signed. Commerce GMS programs - Contract review and routing form Reviewer Name Initials and Date r—DS Budget Analyst corina Campbell 11/1/2024 10:44 AM PDT Ds GMS Managing Director Dave Andersen Al 11/4/2024 3:23 PM PST Deputy Assistant Director—LGD Tony Hanson DocuSign. Certificate Of Completion Envelope Id:D069A3FF077E4F7EB406C089CEEE7C2B Status:Sent Subject:Complete with Docusign:Spokane Valley PUG Division: Local Government Program:PUG ContractN u mber:25-63335-150 DocumentType:Contract Source Envelope: Document Pages:15 Signatures:0 Envelope Originator: Certificate Pages:5 Initials:2 Ashley Murphy AutoNav:Enabled 1011 Plum Street SE Envelopeld Stamping:Enabled MS 42525 Time Zone:(UTC-08:00)Pacific Time(US&Canada) Olympia,WA 98504-2525 ashley.murphy@commerce.wa.gov IP Address:198.238.8.151 Record Tracking Status:Original Holder:Ashley Murphy Location:DocuSign 10/25/2024 10:25:53 AM ashley.murphy@commerce.wa.gov Security Appliance Status:Connected Pool:StateLocal Storage Appliance Status:Connected Pool:Washington State Department of Commerce Location:DocuSign Signer Events Signature Timestamp Corina Campbell Sent:10/25/2024 10:30:09 AM corina.campbell@commerce.wa.gov Viewed:11/1/2024 10:44:11 AM Security Level:Email,Account Authentication Signed:11/1/2024 10:44:16 AM (None) Signature Adoption:Pre-selected Style Using IP Address:198.239.10.231 Electronic Record and Signature Disclosure: Not Offered via DocuSign Dave Andersen °$ Sent:11/1/2024 10:44:17 AM dave.andersen@commerce.wa.gov Va Viewed:11/4/2024 3:23:08 PM Security Level:Email,Account Authentication ll Signed:11/4/2024 3:23:15 PM (None) Signature Adoption:Pre-selected Style Using IP Address:147.55.149.182 Electronic Record and Signature Disclosure: Not Offered via DocuSign John Hohman Sent:11/4/2024 3:23:19 PM jhohman@SpokaneValleyWA.gov Resent:11/4/2024 3:55:02 PM City Manager Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:10/24/2023 5:09:20 PM ID:2f377e53-42ec-437f-bd7b-ae8ae8fcf79e Tony Hanson tony.hanson@commerce.wa.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Mark Barkley mark.barkley@commerce.wa.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Lori Barlow COPIED�I Sent:11/4/2024 3:23:17 PM lbarlow@spokanevalleywa.gov � Viewed:11/5/2024 4:01:34 PM Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mike Basinger Sent:11/4/2024 COPIED Viewed:1 1/5/2 0 242 3:18 PM Mbasinger@spokanevalleywa.gov 8:05:40 AM Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/25/2024 10:30:09 AM Envelope Updated Security Checked 11/4/2024 3:55:01 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on:8/1 i/2020 4:44:12 PM Parties agreed to:John Hohman ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time,Washington State Department of Commerce(we, us or Company)may be required by law to provide to you certain written notices or disclosures.Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure(ERSD),please confirm your agreement by selecting the check-box next to `I agree to use electronic records and signatures' before clicking`CONTINUE' within the DocuSign system. Getting paper copies At any time,you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account,you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you.After such time, if you wish for us to send you paper copies of any such documents from our office to you,you will be charged a $0.15 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically,you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format.How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format,it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures.Further,you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein,we will provide electronically to you through the DocuSign system all required notices,disclosures, authorizations,acknowledgements,and other documents that are required to be provided or made available to you during the course of our relationship with you.To reduce the chance of you inadvertently not receiving any notice or disclosure,we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us.Thus,you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system.If you do not agree with this process,please let us know as described below.Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Washington State Department of Commerce: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: docusign@commerce.wa.gov To advise Washington State Department of Commerce of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you,you must send an email message to us at docusign@commerce.wa.gov and in the body of such request you must state:your previous email address,your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from Washington State Department of Commerce To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically,you must send us an email to docusign@commerce.wa.gov and in the body of such request you must state your email address,full name,mailing address, and telephone number.We will bill you for any fees at that time, if any. To withdraw your consent with Washington State Department of Commerce receive To inform us that you no longer wish toi e future notices and disclosures in electronic v format may:: youY i.decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent,or you may; ii. send us an email to docusign@commerce.wa.gov and in the body of such request you must state your email,full name,mailing address, and telephone number. We do not need any other information from you to withdraw consent.. 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Docusign Envelope ID:FEB496E7-ED43-4E64-A323-F170EC332621 Washington State Department of r4110 Commerce Interagency Agreement with City of Spokane Valley through Growth Management Services Contract Number: 24-63610-306 For 2023-2025 Climate Planning Grant Dated: Date of Execution Docusign Envelope ID:FEB496E7-ED43-4E64-A323-F170EC332621 Table of Contents TABLE OF CONTENTS 2 FACE SHEET 3 SPECIAL TERMS AND CONDITIONS 4 1. AUTHORITY 4 2. ACKNOWLEDGEMENT OF CLIMATE COMMITMENT ACT FUNDING 4 3. CONTRACT MANAGEMENT 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 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 AND BUDGET 13 Page 2 of 13 Docusign Envelope ID:FEB496E7-ED43-4E64-A323-F170EC332621 Face Sheet Contract Number:24-63610-306 Local Government Division Growth Management Services 2023-2025 Climate Planning Grant 1.Contractor 2. Contractor Doing Business As (as applicable) City of Spokane Valley N/A 10210 E. Sprague Ave Spokane Valley,WA 98901 3.Contractor Representative 4.COMMERCE Representative Mike Basinger Noelle Madera PO Box 42525 Economic Development and Planning Director Climate Operation Team Lead 1011 Plum St. SE 509-720-5331 509-818-1040 Olympia,WA 98504 mbasinger a(�spokanevallevwa.gov noelle.madera@commerce.wa.gov 5.Contract Amount 6. Funding Source 7.Start Date 8. End Date $490,000 Federal: ❑ State: ® Other: ❑ N/A: ❑ 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 SWV0018021-00 602-251-431 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: General Terms and Conditions,Special terms and Conditions,and Attachment"A"—Scope of Work and Budget FOR CONTRACTOR FOR COMMERCE r—DocuSigned by: 1501419 `—80312 B04865C458... Jo n Hohman, City Manager Mark K. Barkley,Assistant Director Spokane Valley Local Government Division J O `� 10/3/2024 19:01 AM PDT Date Date APPROVED AS TO FORM ONLY BY ASSISTANT ATTORNEY GENERAL APPROVAL ON FILE Page 3 of 13 Docusign Envelope ID:FEB496E7-ED43-4E64-A323-F170EC332621 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 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 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." 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 $490,000, for the performance of all things necessary for or incidental to the performance of work under this Contract as set forth in the Scope of Work. 5. 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- 63610-306. If expenses are invoiced, provide a detailed breakdown of each type. A receipt must accompany any single expenses in the amount of$50.00 or more in order to receive reimbursement. Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after receipt of properly completed invoices. Payment shall be sent to the address designated by the Page 4 of 13 Docusign Envelope ID:FEB496E7-ED43-4E64-A323-F170EC332621 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. Invoices and End of Fiscal Year Final invoices for a state fiscal year may be due sooner than the 30th 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. 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 Budget A. Notwithstanding any other provision of this contract,the Contractor may,at its discretion,make modifications to line items in the Scope of Work and Budget,Attachment A 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 Scope of Work and Budget (Attachment A) 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 greater than fifteen percent(15%) 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 4 of this contract,nor does this section allow any proposed changes to the Scope of Work, include TaskslWork Items and Deliverables under Attachment A,without specific written approval from COMMERCE by amendment to this contract. Page 5 of 13 Docusign Envelope ID:FEB496E7-ED43-4E64-A323-F170EC332621 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 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 and Budget Page 6 of 13 Docusign Envelope ID:FEB496E7-ED43-4E64-A323-F170EC332621 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 person's name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers, and "Protected Health Information" under the federal Health Insurance Portability and Accountability Act of 1996(HIPAA). F. "State"shall mean the state of Washington. G. "Subcontractor"shall mean one not in the employment of the Contractor,who is performing all or part of those services under this Contract under a separate contract with the Contractor.The terms"subcontractor"and"subcontractors" mean subcontractor(s)in any tier. 2. ALL WRITINGS CONTAINED HEREIN This Contract contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto. 3. AMENDMENTS This Contract may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 4. ASSIGNMENT Neither this Contract,work thereunder, norany 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 13 Docusign Envelope ID:FEB496E7-ED43-4E64-A323-F170EC332621 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 13 Docusign Envelope ID:FEB496E7-ED43-4E64-A323-F170EC332621 prevailing. The determination of the Dispute Board shall be final and binding on the parties hereto. As an alternative to this process, either of the parties may request intervention by the Governor, as provided by RCW 43.17.330, in which event the Governor's process will control. 8. GOVERNING LAW AND VENUE This Contract shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 9. INDEMNIFICATION Each party shall be solely responsible for the acts of its employees, officers, and agents. 10. LICENSING, ACCREDITATION AND REGISTRATION The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Contract. 11. RECAPTURE In the event that the Contractor fails to perform this Contract in accordance with state laws, federal laws, and/or the provisions of this Contract, COMMERCE reserves the right to recapture funds in an amount to compensate COMMERCE for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the Contractor of funds under this recapture provision shall occur within the time period specified by COMMERCE.In the alternative, COMMERCE may recapture such funds from payments due under this Contract. 12. RECORDS MAINTENANCE The Contractor shall maintain books, records, documents, data and other evidence relating to this contract and performance of the services described herein, including but not limited to accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract. The Contractor shall retain such records for a period of six years following the date of final payment. At no additional cost,these records,including materials generated under the contract,shall be subject at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. if any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims,or audit findings involving the records have been resolved. 13. SAVINGS In the event funding from state,federal,or other sources is withdrawn, reduced,or limited in any way after the effective date of this Contract and prior to normal completion, COMMERCE may suspend or terminate the Contract under the"Termination for Convenience"clause, without the ten calendar day notice requirement.In lieu of termination,the Contract may be amended to reflect the new funding limitations and conditions. 14. SEVERABILITY The provisions of this contract are intended to be severable.If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the contract. Page 9 of 13 Docusign Envelope ID:FEB496E7-ED43-4E64-A323-F170EC332621 15. SUBCONTRACTING The Contractor may only subcontract work contemplated under this Contract if it obtains the prior written approval of COMMERCE. If COMMERCE approves subcontracting,the Contractor shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, COMMERCE in writing may: (a) require the Contractor to amend its subcontracting procedures as they relate to this Contract; (b)prohibit the Contractor from subcontracting with a particular person or entity; or(c) require the Contractor to rescind or amend a subcontract. Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The Contractor is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or condition of this Contract, The Contractor shall appropriately monitor the activities of the Subcontractor to assure fiscal conditions of this Contract. In no event shall the existence of a subcontract operate to release or reduce the liability of the Contractor to COMMERCE for any breach in the performance of the Contractor's duties. Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for claims or damages arising from a Subcontractor's performance of the subcontract. 16. SURVIVAL The terms, conditions, and warranties contained in this Contract that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Contract shall so survive. 17. TERMINATION FOR CAUSE In the event COMMERCE determines the Contractor has failed to comply with the conditions of this contract in a timely manner,COMMERCE has the right to suspend or terminate this contract. Before suspending or terminating the contract,COMMERCE shall notify the Contractor in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days, the contract may be terminated or suspended. In the event of termination or suspension, the Contractor shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, e.g., cost of the competitive bidding, mailing, advertising and staff time. COMMERCE reserves the right to suspend all or part of the contract, withhold further payments, or prohibit the Contractor from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Contractor or a decision by COMMERCE to terminate the contract. A termination shall be deemed a "Termination for Convenience" if it is determined that the Contractor: (1)was not in default; or(2)failure to perform was outside of his or her control,fault or negligence. The rights and remedies of COMMERCE provided in this contract are not exclusive and are, in addition to any other rights and remedies, provided by law. 18. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Contract, COMMERCE may, by ten (10)business days'written notice, beginning on the second day after the mailing, terminate this Contract, in whole or in part. If this Contract is so terminated,COMMERCE shall be liable only for payment required under the terms of this Contract for services rendered or goods delivered prior to the effective date of termination. 19. TERMINATION PROCEDURES Upon termination of this contract, COMMERCE, in addition to any other rights provided in this contract, may require the Contractor to deliver to COMMERCE any property specifically produced or 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. Page 10 of 13 Docusign Envelope ID:FEB496E7-ED43-4E64-A323-F170EC332621 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 Page 11 of 13 Docusign Envelope ID:FEB496E7-ED43-4E64-A323-F170EC332621 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 12 of 13 Docusign Envelope ID:FEB496E7-ED43-4E64-A323-F170EC332621 Attachment A: Scope of Work and Budget Task Deliverable Due Date FY 2025 Public engagement Community Engagement Plan Sep-24 $70,000 strategy Explore Climate Impacts Climate Impacts Analysis and Climate Nov-24 $70,000 Justice Memo Gather GHG Emission Data GHG emissions data collection memo Dec-24 $70,000 Assess Climate Climate Vulnerability and Risk Feb-25 $70,000 Vulnerability& Risk Assessment Memo GHG Emissions Analysis Memo listing identified GHG emission Apr-25 $70,000 sources Audit policies for climate Plan and Policy audit memo Jun-25 $35,000 resilience Set GHG Emission GHG Emissions Reduction Targets Jun-25 $105,000 Reduction Targets Inventory Memo Total $490,000 Page 13of13 404308 Community Attributes Inc. Certificate Of Insurance Exhibit D 1/30/2025 6:29:49 AM l ® DATE(MM/DD/YYYY) ACCPR 0 CERTIFICATE OF LIABILITY INSURANCE 1/30/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Insureon,Division of Specialty Program Group LLC/DBA SPG NAME: Insurance Solutions LLC in CA (a1c'o,Ext): (800)688-1984 (twit,No): 312-690-4123 203 N.LaSalle St.,20th Floor,Chicago,IL 60601 E-MAADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Swiss Re Corporate Solutions America Insurance Cc 29874 INSURED INSURER B: Philadelphia Indemnity Insurance Company 18058 Community Attributes Inc. INSURER C: Hartford Underwriters Insurance Company 30104 119 Pine St Ste 400,Seattle,WA,98101-1540 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP/Y LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DDYYY) / COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE ✓ OCCUR DAMAGE TO RENTED $ 1,000,000 PREMISES(Ea occurrence) MED EXP(Any one person) $10,000 C Yes 46SBAAZ4F2A 2/26/2025 2/26/2026 1,000,000 PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY JECT PRO LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) 1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS Yes 46SBAAZ4F2A 2/26/2025 2/26/2026 BODILY INJURY(Per accident) $C ✓ HIRED AUTOS PROPERTY DAMAGE NO (Per accident) � AUTON-SOWNED UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A --" (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Cyber Liability C-4MBU-230581-CYBER-2024 4/1/2024 4/1/2025 Each Occurrence $1,000,000 B Professional Liability(Errors and Omissions) PHSD1816041-011 11/1/2024 11/1/2025 Occurrence/Aggregate $2,000,000/$2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Attention/Note:Marti Patterson,City Clerk Certificate Holder is named as Additional Insured as their interests may appear in regards to general liability when required by written contract.This insurance is primary and non-contributory to any other insurance provided as respects general liability coverage. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane Valley,Washington THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10210 East Sprague Avenues Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD