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102-23 - Resolution - ILA with Dept. of Commerce for GMA Periodic Update GrantDocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B RESOLUTION NO. 102-23 A RESOLUTION OF THE CITY OF PORT ORCHARD, WASHINGTON, AUTHORIZING THE MAYOR TO EXECUTE AN INTERAGENCY AGREEMENT WITH DEPARTMENT OF COMMERCE RELATED TO THE GMA PERIODIC UPDATE GRANT — FY 2024. WHEREAS; the City of Port Orchard is required to prepare a periodic update to the City's Comprehensive Plan and Critical Areas Code by December 31, 2024; and WHEREAS; on September 30, 2022, the City of Port Orchard applied for and successfully received a State -funded grant of $125,000 from the Washington State Department of Commerce under the authority granted by Chapter 39.34 RCW 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); and WHEREAS; the awarded grant amount of $125,000 is specifically for the required Comprehensive Plan Periodic Update does not require a local match; and WHEREAS; the total grant funding of $125,000 is disbursed equally between the State of Washington's Fiscal Year 2023 and Fiscal Year 2024; and WHEREAS, on December 13, 2022, the City of Port Orchard accepted $62,500 of the awarded grant for Fiscal Year 2023; and WHEREAS, $62,500 of the awarded grant is available for Fiscal Year 2024; and WHEREAS, the Washington State Department of Commerce requires the City to execute an Interagency Agreement with the Department prior to receiving the funds; now, therefore, THE CITY COUNCIL OF THE CITY OF PORT ORCHARD, WASHINGTON, HEREBY RESOLVES /_IV-1IT91KOITI JI-Is THAT: The City Council authorizes the Mayor to execute an Interagency Agreement with the Department of Commerce related to the GMA Periodic Update Grant — FY 2024 State program, attached hereto as Exhibit A and incorporated herein by this reference. PASSED by the City Council of the City of Port Orchard, SIGNED by the Mayor and attested by the City Clerk in authentication of such passage this atop,,j�,Qf,9ctober 2023. }°oti �l�aAAn,SUdti 3B96492E3F5847D_. Robert Putaansuu, Mayor ATTEST: Brandy Wallace, MMC, City Clerk R7rrrr�r''' _�• SEAL ��cl j LP `$��4 DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B .�►. Washington State Department of V%0 Commerce Interagency Agreement with For City of Port Orchard through Growth Management Services Contract Number: 24-63335-242 GMA Periodic Update Grant — FY2024 Dated: Date of Execution DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B Washing.on Sale Commerce Table of Contents TABLE OF CONTENTS.............................................................................................................................................. 2 FACESHEET............................................................................................................................................................3 SPECIAL TERMS AND CONDITIONS.........................................................................................................................5 1. AUTHORITY......................................................................................................................................................5 2. CONTRACT MANAGEMENT.............................................................................................................................5 3. COMPENSATION..............................................................................................................................................5 4. BILLING PROCEDURES AND PAYMENT.............................................................................................................5 5. SUBCONTRACTOR DATA COLLECTION.............................................................................................................6 6. INSURANCE......................................................................................................................................................6 7. FRAUD AND OTHER LOSS REPORTING.............................................................................................................6 8. ORDER OF PRECEDENCE..................................................................................................................................6 GENERAL TERMS AND CONDITIONS.......................................................................................................................7 1. DEFINITIONS....................................................................................................................................................7 2. ALL WRITINGS CONTAINED HEREIN.................................................................................................................7 3. AMENDMENTS................................................................................................................................................7 4. ASSIGNMENT...................................................................................................................................................7 5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION...........................................................................7 6. COPYRIGHT......................................................................................................................................................8 7. DISPUTES.........................................................................................................................................................8 8. GOVERNING LAW AND VENUE........................................................................................................................9 9. INDEMNIFICATION..........................................................................................................................................9 10. LICENSING, ACCREDITATION AND REGISTRATION...........................................................................................9 11. RECAPTURE......................................................................................................................................................9 12. RECORDS MAINTENANCE................................................................................................................................9 13. SAVINGS..........................................................................................................................................................9 14. SEVERABILITY...................................................................................................................................................9 15. SUBCONTRACTING........................................................................................................................................10 16. SURVIVAL.......................................................................................................................................................10 17. TERMINATION FOR CAUSE.............................................................................................................................10 18. TERMINATION FOR CONVENIENCE................................................................................................................10 19. TERMINATION PROCEDURES.........................................................................................................................10 20. TREATMENT OF ASSETS.................................................................................................................................11 21. WAIVER.........................................................................................................................................................12 ATTACHMENT A: SCOPE OF WORK.......................................................................................................................13 ATTACHMENTB: BUDGET....................................................................................................................................16 Page 2 of 16 DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B .�►, Washing.on Sale Depalment of Commerce Face Sheet Local Government Division Growth Management Services GMA Periodic Update Grant (PUG) Contract Number: 24-63335-242 1. Contractor 2. Contractor Doing Business As (as applicable) City of Port Orchard N/A 216 Prospect Street Port Orchard, WA 98366 3. Contractor Representative 4. COMMERCE Representative Nick Bond, AICP Carol Holman PO Box 42525 Community Development Director Senior Planner 1011 Plum St. SE (360) 874-5533 360-725-2706 Olympia, WA 98504 nbond Ca)cityofportorchard. us carol. holman(a)commerce.wa.gov 5. Contract Amount 6. Funding Source 7. Start Date 8. End Date $62,500 Federal: ❑ State: ® Other: ❑ N/A: ❑ Date of Execution June 30, 2024 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 SWV0025665-00 182-000-005 N/A 14. Contract Purpose Grant funding to assist the City of Port Orchard 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. Signature Block on next page Page 3 of 16 DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B Washing.on Sale .�►, Depalment of %01 Commerce FOR CONTRACTOR EDocuSigned by: 6bt* - P4MAA SWu, 49DD710710FF4B2... Robert Putaansuu, Mayor City of Port Orchard 10/20/2023 1 9:10 AM PDT Date EDocuSigned by- (--, � - F1B020A8F179422... Charlotte Archer, City Attorney 10/20/2023 1 8:25 AM PDT Date EDocuSigned by: valn 1NUAU- 46ASA54BBD00418... Brandy Wallace, City Clerk 10/25/2023 1 10:34 AM PDT Date FOR COMMERCE DocuSigned by: ba&b-� 80312B04865C458... Mark K. Barkley, Assistant Director Local Government Division 10/25/2023 1 9:32 PM PDT Date APPROVED AS TO FORM ONLY BY ASSISTANT ATTORNEY GENERAL APPROVAL ON FILE Page 4 of 16 DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B Washing.on Sale .�►, Depalment of %01 Commerce Special Terms and Conditions AUTHORITY COMMERCE and Contractor enter into this Contract pursuant to the authority granted by Chapter 39.34 RCW. 2. CONTRACT MANAGEMENT The Representative for each of the parties shall be responsible for and shall be the contact person for all communications and billings regarding the performance of this Contract. The Representative for COMMERCE and their contact information are identified on the Face Sheet of this Contract. The Representative for the Contractor and their contact information are identified on the Face Sheet of this Contract. 3. COMPENSATION COMMERCE shall pay an amount not to exceed sixty-two thousand, five hundred dollars ($62,500), 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. 4. BILLING PROCEDURES AND PAYMENT COMMERCE will pay Contractor upon acceptance of services provided and receipt of properly completed invoices, which shall be submitted to the Representative for COMMERCE not more often than monthly nor less than quarterly. The invoices shall describe and document, to COMMERCE's satisfaction, a description of the work performed, the progress of the project, and fees. The invoice shall include the Contract Number 24- 63335-242. 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 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. 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 Page 5 of 16 DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B Washing.on Sale .�►, Depalment of %01 Commerce 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. 5. SUBCONTRACTOR DATA COLLECTION Contractor will submit reports, in a form and format to be provided by Commerce and at intervals as agreed by the parties, regarding work under this Contract performed by subcontractors and the portion of Contract funds expended for work performed by subcontractors, including but not necessarily limited to minority -owned, woman -owned, and veteran -owned business subcontractors. "Subcontractors" shall mean subcontractors of any tier. 6. INSURANCE Each party certifies that it is self -insured under the State's or local government self-insurance liability program, and shall be responsible for losses for which it is found liable. 7. FRAUD AND OTHER LOSS REPORTING Contractor shall report in writing all known or suspected fraud or other loss of any funds or other property furnished under this Contract immediately or as soon as practicable to the Commerce Representative identified on the Face Sheet. 8. ORDER OF PRECEDENCE In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence in the following order: • Applicable federal and state of Washington statutes and regulations • Special Terms and Conditions • General Terms and Conditions • Attachment A — Scope of Work • Attachment B — Budget Page 6 of 16 DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B Washing.on Sale .�►, Depalment of %01 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; ii. All material produced by the Contractor that is designated as "confidential" by COMMERCE; and Page 7 of 16 DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B Washing.on Sale .�►, Depalment of %01 Commerce M. 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 16 DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B Washing.on Sale .�►, Depalment of %01 Commerce prevailing. The determination of the Dispute Board shall be final and binding on the parties hereto. As an alternative to this process, either of the parties may request intervention by the Governor, as provided by RCW 43.17.330, in which event the Governor's process will control. 8. GOVERNING LAW AND VENUE This Contract shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 9. INDEMNIFICATION Each party shall be solely responsible for the acts of its employees, officers, and agents. 10. LICENSING, ACCREDITATION AND REGISTRATION The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Contract. 11. RECAPTURE In the event that the Contractor fails to perform this Contract in accordance with state laws, federal laws, and/or the provisions of this Contract, COMMERCE reserves the right to recapture funds in an amount to compensate COMMERCE for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the Contractor of funds under this recapture provision shall occur within the time period specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due under this Contract. 12. RECORDS MAINTENANCE The Contractor shall maintain books, records, documents, data and other evidence relating to this contract and performance of the services described herein, including but not limited to accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract. The Contractor shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the contract, shall be subject at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 13. SAVINGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Contract and prior to normal completion, COMMERCE may suspend or terminate the Contract under the "Termination for Convenience" clause, without the ten calendar day notice requirement. In lieu of termination, the Contract may be amended to reflect the new funding limitations and conditions. 14. SEVERABILITY The provisions of this contract are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the contract. Page 9 of 16 DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B Washing.ori Sale .r►, Depalment of %01 Commerce 15. SUBCONTRACTING The Contractor may only subcontract work contemplated under this Contract if it obtains the prior written approval of COMMERCE. If COMMERCE approves subcontracting, the Contractor shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, COMMERCE in writing may: (a) require the Contractor to amend its subcontracting procedures as they relate 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 16 DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B Washing.on Sale .�►, Depalment of %01 Commerce 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 16 DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B Washing.on Sale .�►, Depalment of %01 Commerce 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 16 DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B .�►, Washing.on Sale Depalment of Commerce Attachment A: Scope of Work Tasks / Actions / Description End Date Deliverables Task 3 Draft Subarea Plan Development July 2023 — June 2024 Action Prepare complete Draft Bethel North and July 2023 - South Subarea Plans. September • Subarea Plans will be based on PSRC 2023 Countywide Center size limits. Action Existing Conditions Analysis July 2023 - • Review existing plans, studies, September regulations, and vision documents that 2023 affect or may influence the study area. • Create base maps to graphically depict existing conditions and identify Subarea Plan boundaries. Action Demographic/Market Analysis July 2023 - • Review the Comprehensive Plan and September Census data to confirm the current 2023 portrait/confirmation of the population forecasts and household characteristics. • Review past studies and update market conditions within the broader Kitsap County market to understand the real estate market fundamentals focusing on industrial, commercial, and residential uses. Action Design Analysis September • Create land use/urban design 2023- alternatives illustrating various December 2023 development scenarios. Action Land Use/Urban Design Plan January 2024 - • Create a locally preferred Land March 2024 Use/Urban Design Plan. Action Technical Analysis January 2024 - • Technical review of the proposed March 2024 Land Use/Urban Design Plan. Action Prepare First Complete Drafts of the Subarea March 2024 - Plans April 2024 Page 13 of 16 DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B Washing.on Sale .�►, Depalment of %01 Commerce • Create project documents to serve as the policy and strategy plan for the area. Action Final Draft of the Subarea Plans April 2024 - • Ensure the Draft plans to be updated June 2024 in accordance with feedback received during the Draft Plan process. Action Public Workshop with Subarea Plans December 2023 • Present the revised final draft subarea plans to the public. Deliverable Land Use/Urban Design Concepts for the December 2023 Bethel North Subarea Plan. Deliverable Land Use/Urban Design Concepts for the December 2023 Bethel South Subarea Plan. Deliverable First draft of the Bethel North and Bethel March 2024 South Subarea Plans. Deliverable Final draft of the Bethel North and Bethel June 15, 2024 South Subarea Plans. Deliverable Materials prepared for the workshop — June 15, 2024 PowerPoint presentation and the Plan. Task 4 Draft Comprehensive Plan Update July 2023 — June 2024 Action Prepare First Complete Draft of the July 2023 - Document January 2024 • Determine intent to organize, streamline, and trim the document. Action Update any goals, policies, and strategies July 2023 - that need to be strengthened, re -written or January 2024 re -tooled for GMA compliance in all elements. Action Update tables, maps and graphics. July 2023 - Januar 2024 Action Update the required Plan Elements: July 2023 - • Introduction January 2024 • Land Use • Housing — (to be tracked separately) • Parks • Natural Systems • Climate • Economic Development • Utilities • Transportation • Capital Facilities Draft Land Use section. January 2024 Deliverables Draft Housing section. Page 14 of 16 DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B Washing.on Sale Commerce Draft Parks section. Draft Natural Systems Draft Climate section Draft Economic Development section. Draft Utilities section. Draft Transportation section Draft Capital Facilities section Draft Appendices Action Prepare Revised Draft of Comprehensive February 2024- Plan June 2024 Deliverable Final draft of the Comprehensive Plan June, 15 2024 Action Public Workshop for Comprehensive Plan February 2024 Update — March 2024 • Revised final draft plan presented to the public. Deliverable Materials prepared for the workshop — March 2024 PowerPoint presentation and the Plan. Task 5 Development Regulations and Critical January 2024 Areas Code Update — June 2024 Action Development Regulations Update January 2024 — • Compare the updated comprehensive June 2024 plan's policies with the City's adopted development regulations through a gap analysis matrix, identifying implementing code amendments, and map amendments. Deliverable Draft Development Regulation Gap Analysis. June 15, 2024 Action Critical Areas Code Update January 2024 — • Review the Port Orchard's critical June 2024 areas regulations for compliance with GMA using best available science (BAS) related to critical areas identifying data gaps through a BAS analysis for critical areas regulations update. Deliverable Draft Critical Areas Code updates. June 15, 2024 Page 15 of 16 DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B Washing.on Sale Commerce Attachment B: Budget Year 2 Task/Deliverable Year 2 Amount Task 3 - Draft Subarea Plan Development. Deliverables: $23,750 • Land Use/Urban Design Concepts for the Bethel North Subarea Plan. • Land Use/Urban Design Concepts for the Bethel South Subarea Plan. • First Draft of the Bethel North and Bethel South Subarea Plans. • Revised final draft of the Bethel North and Bethel South Subarea Plans. • Materials prepared for the workshop — PowerPoint presentation and the Plan. Task 4 - Draft Comprehensive Plan Update. Deliverables: $23,750 • Draft Land Use section • Draft Housing section ($2,000, to be tracked separately) • Draft Parks section • Draft Natural Systems • Draft Climate section • Draft Economic Development section • Draft Utilities section • Draft Transportation section • Draft Capital Facilities section • Draft Appendices • Revised final draft of the Comprehensive Plan. • Materials prepared for the workshop — PowerPoint presentation and the Plan. Task 5 - Development Regulations and Critical Areas Code $15,000 Update. Deliverables: • Draft Development Regulation Gap Analysis • Draft Critical Areas Code updates Total Grant SFY 2024 only) $62,500 Page 16 of 16 DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B Internal routing form. Will be deleted after contract fully signed. Commerce GMS programs - Contract review and routing form Reviewer Name Initials and Date Budget Analyst Corina Campbell DS 10/19/2023 1 2 :45 PM PDT GMS Managing Director Dave Andersen 10/20/2023 1 8: 20 AM PDT iv; Deputy Assistant Director — LGD Tony Hanson DS i.�y 10/25/2023 1 9: 27 PM PDT DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B DocuSign Certificate Of Completion Envelope Id: 959AAAD346DF4D758D75D7136E36A431 Subject: Complete with DocuSign: Port Orchard PUG Contract Division: Local Government Program: PUG ContractN umber: 24-63335-242 DocumentType: Contract Source Envelope: Document Pages: 17 Signatures: 4 Certificate Pages: 6 Initials: 3 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original Holder: Ashley Murphy 10/17/2023 5:33:59 PM ashley.murphy@commerce.wa.gov Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: Washington State Department of Commerce Signer Events Signature Corina Campbell E�DS corina.campbell@commerce.wa.gov Security Level: Email, Account Authentication (None) Signature Adoption: Pre -selected Style Using IP Address: 147.55.134.76 Electronic Record and Signature Disclosure: Not Offered via DocuSign Dave Andersen dave.andersen@commerce.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Charlotte Archer CArcher@insleebest.com Charlotte Archer Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/20/2023 8:25:15 AM ID:dOaf5068-dbdd-470b-a669-f39d4d2affe2 ED Signature Adoption: Pre -selected Style Using IP Address: 147.55.149.140 DocuSigned by- 8 F 17 94 2 2 Signature Adoption: Uploaded Signature Image Using IP Address: 73.118.245.52 Status: Completed Envelope Originator: Ashley Murphy 1011 Plum Street SE MS 42525 Olympia, WA 98504-2525 ashley.murphy@commerce.wa.gov IP Address: 147.55.134.94 Location: DocuSign Location: DocuSign Timestamp Sent: 10/17/2023 5:40:40 PM Viewed: 10/19/2023 2:45:21 PM Signed: 10/19/2023 2:45:26 PM Sent: 10/19/2023 2:45:28 PM Viewed: 10/20/2023 8:20:13 AM Signed: 10/20/2023 8:20:20 AM Sent: 10/20/2023 8:20:23 AM Viewed: 10/20/2023 8:25:15 AM Signed: 10/20/2023 8:25:38 AM DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B Signer Events Robert Putaansuu rputaansuu@portorchardwa.gov Mayor City of Port Orchard Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/20/2023 9:10:03 AM ID:a81e7dd5-4d41-4f07-b61f-6e5915e22f24 Brandy Wallace bwallace@portorchardwa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/25/2023 10:34:50 AM ID:76f26cOb-57bf-4bbe-9be7-5161adecd018 Tony Hanson tony.hanson@commerce.wa.gov Washington State Department of Commerce Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mark Barkley mark.barkley@commerce.wa.gov Assistant Director Washington State Department of Commerce Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Paul Johnson paul.johnson@commerce.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature ED S'gnetl by: ol9t vf Naaun Slnu 49DD710710FF4B2... Signature Adoption: Pre -selected Style Using IP Address: 152.44.129.230 by: EDII"Sil"Idw 46A5A54BBD0041s... Signature Adoption: Pre -selected Style Using IP Address: 152.44.129.230 E Signature Adoption: Pre -selected Style Using IP Address: 198.239.10.199 EDocuSSignetl by: �� 80312804865C458... Signature Adoption: Pre -selected Style Using IP Address: 198.239.10.193 Signature Status Status Status Status Status PIED Timestamp Sent: 10/20/2023 8:25:40 AM Viewed: 10/20/2023 9:10:03 AM Signed: 10/20/2023 9:10:46 AM Sent: 10/20/2023 9:10:48 AM Viewed: 10/25/2023 10:34:50 AM Signed: 10/25/2023 10:34:57 AM Sent: 10/25/2023 10:35:00 AM Viewed: 10/25/2023 9:27:34 PM Signed: 10/25/2023 9:27:52 PM Sent: 10/25/2023 9:27:54 PM Viewed: 10/25/2023 9:32:14 PM Signed: 10/25/2023 9:32:23 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 10/17/2023 5:40:41 PM DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B Carbon Copy Events James Fisk jfisk@portorchardwa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status COPIED Nicholas Bond COPIED nbond@portorchardwa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Noah Crocker PI E D ncrocker@portorchardwa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Timestamp Sent: 10/20/2023 8:20:24 AM Viewed: 10/20/2023 8:31:59 AM Sent: 10/20/2023 8:20:24 AM Viewed: 10/23/2023 11:36:12 AM Sent: 10/20/2023 8:25:41 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/17/2023 5:40:41 PM Certified Delivered Security Checked 10/25/2023 9:32:14 PM Signing Complete Security Checked 10/25/2023 9:32:23 PM Completed Security Checked 10/25/2023 9:32:23 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B 2 PM Parties agreed to: Charlotte Archer, Robert Putaansuu, Brandy Wallace 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 DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B 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 To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: DocuSign Envelope ID: A5707FCC-3CEF-4ECE-9C2C-1BOCA906369B 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.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: hops://support.docusi n�guides/signer--uide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check -box next to `I agree to use electronic records and signatures', you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify Washington State Department of Commerce as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Washington State Department of Commerce during the course of your relationship with Washington State Department of Commerce.