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Home My WebLink About25-137.00 WA Department of Commerce - GMA Periodic Update Grant #2Docusign Envelope ID: 516DB730-18CC-4621-8773-9E52C9FDF65C is•Washington State 940 Commerce Interagency Agreement with For City of Spokane Valley through Growth Management Services Contract Number: 26-63114-250 GMA Periodic Update Grant — FY2026 Dated: Date of Execution Docusign Envelope ID: 516DB730-18CC-4621-8773-9E52C9FDF65C Ai►� Vlashiny:on State Deparment of Vi►q Commerce Table of Contents TABLEOF CONTENTS..............................................................................................................................................2 FACESHEET............................................................................................................................................................3 SPECIALTERMS 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 GENERALTERMS 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 ATTACHMENTA: SCOPE OF WORK....................................................................................................................... 13 ATTACHMENTB: BUDGET.................................................................................................................................... 14 Page 2 of 14 Docusign Envelope ID: 516DB730-18CC-4621-8773-9E52C9FDF65C . Alashing:on State 4111, Depa•tmeni of 940 Commerce Face Sheet Local Government Division Growth Management Services GMA Periodic Update Grant (PUG) Contract Number: 26-63114-250 1. Contractor 2. Contractor Financial Representative City of Spokane Valley 10210 E Sprague Ave Spokane Valley, WA 99206 3. Contractor Representative 4. COMMERCE Representative Steve Roberge Melissa Alofaituli PO Box 42525 Planning Manager Senior Planner 1011 Plum St. SE srobergeia'bspokanevalleywa.gov melissa.alofaituli(cDcommerce.wa.gov Olympia, WA 98504 5. Contract Amount 6. Funding Source 7. Start Date 8. End Date $105,625 Federal: ❑ State: ® Other: ❑ N/A: ❑ Date of Execution June 30, 2026 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 Signed by: h6avl DocuSigned by: E ba&b-� BFFSEF036FF84B6... 80312804865C458... Mark K. Barkley, Assistant Director John Hohman, City Manager City of Spokane Valley Local Government Division 9/15/2025 1 9:33 AM PDT 9/8/2025 1 1:54 PM PDT Date Date APPROVED AS TO FORM ONLY BY ASSISTANT ATTORNEY GENERAL APPROVAL ON FILE Page 3 of 14 Docusign Envelope ID: 516DB730-18CC-4621-8773-9E52C9FDF65C .` a ulashington State Department of VVV Commerce Special Terms and Conditions 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.clov." 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 one hundred five thousand six hundred twenty- five dollars ($105,625), for the performance of all things necessary for or incidental to the performance of work under this Contract as set forth in the Scope of Work. 5. BILLING PROCEDURES AND PAYMENT COMMERCE will pay Contractor upon acceptance of services and deliverables provided and receipt of properly completed invoices, which shall be submitted to the Representative for COMMERCE not more often than monthly nor less than quarterly. The parties agree this is a performance -based contract intended to produce the deliverables identified in Scope of Work (Attachment A). Payment of any invoice shall be dependent upon COMMERCE'S acceptance of Contractor's performance and/or deliverable. The invoices shall describe and document, to COMMERCE's satisfaction, deliverables or a description of the work performed, the progress of the project, and fees. The invoice shall include the Contract Number 26-63114-250. If Page 4 of 14 Docusign Envelope ID: 516DB730-18CC-4621-8773-9E52C9FDF65C Washington State Depaltmeni of �i►� Commerce expenses are invoiced, provide a detailed breakdown of each type. A receipt must accompany any single expenses in the amount of $50.00 or more in order to receive reimbursement. Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after receipt of properly completed invoices. Payment shall be sent to the address designated by the Contractor. COMMERCE may, in its sole discretion, terminate the Contract or withhold payments claimed by the Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition of this Contract. No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall be made by COMMERCE. Contract funds must be used only for work covered by this Agreement. All back-up documents including but not limited to, consultant or subcontractor invoices, receipts, expense reports, staff time and expenses related to contract work, must be maintained by the Contractor. COMMERCE may request additional documents, but it is not required to be submitted with initial submittal of the invoice and completed deliverables. Back-up documentation should be retained during the life of the contract, as well as anytime past that to be compliant with Contractor's records retention policies. Invoices and End of Fiscal Year Final invoices for a state fiscal year may be due sooner than the 30th and Commerce will provide notification of the end of fiscal year due date. The Contractor must invoice for all expenses from the beginning of the contract through June 30, regardless of the contract start and end date. Grant Timeline COMMERCE will pay the Contractor for costs incurred beginning July 1, 2025, for services and COMMERCE will reimburse the Contractor beginning July 1, 2025, for costs paid performing work as described under this Agreement. Allowable expenses for the performance of work and submission of completed deliverables to COMMERCE are eligible for reimbursement under this Contract from July 1, 2025, cost date listed above, through June 30, 2026, end date listed on the Face Sheet, subject to reimbursement requirements stated herein. Commerce shall not reimburse Contractor expenses for activities outside this period. Duplication of Billed Costs The Contractor shall not bill COMMERCE for services performed under this Agreement, and COMMERCE shall not pay the Contractor, if the Contractor is entitled to payment or has been or will be paid by any other source, including grants, for that service. Disallowed Costs The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subcontractors. COMMERCE may, in its sole discretion, withhold ten percent (10%) from each payment until acceptance by COMMERCE of the final deliverable (or completion of the project, final report, etc.). Line Item Modification of Budget A. Notwithstanding any other provision of this Contract, the Contractor may, at its discretion, make one-time modification or modifications to line items in the Budget (Attachment B), reallocating no more than twenty percent (20%) of the overall contract budget. Page 5 of 14 Docusign Envelope ID: 516DB730-18CC-4621-8773-9E52C9FDF65C `►. Washington State Depa-tment of 94►IF Commerce B. The Contractor shall notify COMMERCE in writing (by email) when proposing any budget modification to the Budget (Attachment B). Conversely, COMMERCE may initiate the budget modification approval process if presented with a request for payment under this Contract that would cause reallocation of line items amounts to exceed the twenty percent (20%) threshold increase described above. C. Any such budget modification or modifications as described above shall require the written approval of COMMERCE (by email), and such written approval shall amend the Budget. Each party to this Contract will retain and make any and all documents related to such budget modifications a part of their respective contract file. D. Nothing in this section shall be construed to permit an increase in the amount of funds available as set forth in Section 4 of this Contract, nor does this section allow any proposed changes to the Scope of Work, including Tasks/Work Items and Deliverables under Attachment A, without specific written approval from COMMERCE by amendment to this Contract 6. SUBCONTRACTOR DATA COLLECTION Contractor will submit reports, in a form and format to be provided by Commerce and at intervals as agreed by the parties, regarding work under this Contract performed by subcontractors and the portion of Contract funds expended for work performed by subcontractors, including but not necessarily limited to minority -owned, woman -owned, and veteran -owned business subcontractors. "Subcontractors" shall mean subcontractors of any tier. 7. INSURANCE Each party certifies that it is self -insured under the State's or local government self-insurance liability program, and shall be responsible for losses for which it is found liable. 8. FRAUD AND OTHER LOSS REPORTING Contractor shall report in writing all known or suspected fraud or other loss of any funds or other property furnished under this Contract immediately or as soon as practicable to the Commerce Representative identified on the Face Sheet. 9. ORDER OF PRECEDENCE In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence in the following order: • Applicable federal and state of Washington statutes and regulations • Special Terms and Conditions • General Terms and Conditions • Attachment A — Scope of Work • Attachment B — Budget Page 6 of 14 Docusign Envelope ID: 516DB730-18CC-4621-8773-9E52C9FDF65C i Washincg on State Department of %J'V Commerce General Terms and Conditions DEFINITIONS As used throughout this Contract, the following terms shall have the meaning set forth below: A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing to act on the Director's behalf. B. "COMMERCE" shall mean the Washington Department of Commerce. C. "Contract" or "Agreement" or "Grant" means the entire written agreement between COMMERCE and the Contractor, including any Attachments, documents, or materials incorporated by reference. E-mail or Facsimile transmission of a signed copy of this contract shall be the same as delivery of an original. D. "Contractor" or "Grantee" shall mean the entity identified on the face sheet performing service(s) under this Contract, and shall include all employees and agents of the Contractor. E. "Personal Information" shall mean information identifiable to any person, including, but not limited to, information that relates to a person's name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers, and "Protected Health Information" under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). F. "State" shall mean the state of Washington. G. "Subcontractor" shall mean one not in the employment of the Contractor, who is performing all or part of those services under this Contract under a separate contract with the Contractor. The terms "subcontractor" and "subcontractors" mean subcontractor(s) in any tier. 2. ALL WRITINGS CONTAINED HEREIN This Contract contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto. 3. AMENDMENTS This Contract may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 4. ASSIGNMENT Neither this Contract, work thereunder, nor any claim arising under this Contract, shall be transferred or assigned by the Contractor without prior written consent of COMMERCE. 5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION A. "Confidential Information" as used in this section includes: i. All material provided to the Contractor by COMMERCE that is designated as "confidential" by COMMERCE; Page 7 of 14 Docusign Envelope ID: 516DB730-18CC-4621-8773-9E52C9FDF65C �. , Washing -on State Department of 940 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 8 of 14 Docusign Envelope ID: 516DB730-18CC-4621-8773-9E52C9FDF65C AllrNa Washington State Department of W Commerce 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 underthe 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: 516DB730-18CC-4621-8773-9E52C9FDF65C % Washington State Department of 940 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: 516DB730-18CC-4621-8773-9E52C9FDF65C , W, Washington State Department of %of 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 11 of 14 Docusign Envelope ID: 516DB730-18CC-4621-8773-9E52C9FDF65C j fft Washington State Department of %01 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: 516DB730-18CC-4621-8773-9E52C9FDF65C . :-• Washington State Department of 1i►F Commence Attachment A: Scope of Work Tasks & Deliverables Description- Year 2 contract End Date Task 6 Summarize key milestones, engagement results and outcomes from public outreach events and messages Deliverable 6 D6: Public participation report June 12, 2026 Task 7-9: Prepare draft elements of Comprehensive Plan Deliverable 7 D7: Draft Comprehensive Plan Elements June 12, 2026 • Land Use • Economic Development • Parks & Recreation • Natural Resources Deliverable 8 D8: Draft Comprehensive Plan Elements June 12, 2026 • Transportation • Capital Facilities Plan • Utilities Deliverable 9 D9: Draft Comprehensive Plan Elements June 12, 2026 • Housing Page 13 of 14 Docusign Envelope ID: 516DB730-18CC-4621-8773-9E52C9FDF65C WashingState Aft, Department of VWq Commerce Attachment B: Budget Deliverable — Year 2 contract SFY26 Amount D6: Public participation report $8,125 D7: Draft Comprehensive Plan Elements $32,500 • Land Use • Economic Development • Parks & Recreation • Natural Resources D8: Draft Comprehensive Plan Elements $32,500 • Transportation • Capital Facilities Plan • Utilities D9: Draft Comprehensive Plan Elements $32,500 • Housing Contract Total $105,625 (State Fiscal Year 2026 only) Page 14 of 14