HomeMy WebLinkAboutContractAGREEMENT FOR RENTON COMPREHENSIVE PLAN (GMA)
PERIODIC REVIEW 2024
THIS AGREEMENT, dated for reference purposes only as March 1, 2023, is by and between the
City of Renton (the “City”), a Washington municipal corporation, and BERK Consulting, Inc.
(“Consultant”), a Washington Corporation. The City and the Consultant are referred to
collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement
is effective as of the last date signed by both parties.
1.Scope of Work: Consultant agrees to provide periodic review and evaluation of the
Renton Comprehensive Plan under the Growth Management Act by December 31, 2024
as specified in Exhibit A, which is attached and incorporated herein and may hereinafter
be referred to as the “Work.”
2.Changes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions, deletions or modifications. Any such changes
to the Work shall be ordered by the City in writing and the Compensation shall be
equitably adjusted consistent with the rates set forth in Exhibit A or as otherwise mutually
agreed by the Parties, and in substantial compliance with terms of the City’s agreement
with the Washington State Department of Commerce as set forth in Exhibit D.
3.Time of Performance: Consultant shall commence performance of the Agreement
pursuant to the schedule(s) set forth in Exhibit B. All Work shall be performed by no later
than December 31, 2024.
4. Compensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $325,000.00 plus any applicable state and local sales
taxes. Compensation shall be paid based upon Work actually performed according to
the rate(s) or amounts specified in Exhibit C. The Consultant agrees that any hourly or
flat rate charged by it for its Work shall remain locked at the negotiated rate(s) unless
otherwise agreed to in writing or provided in Exhibit C. Except as specifically provided
herein, the Consultant shall be solely responsible for payment of any taxes imposed
as a result of the performance and payment of this Agreement.
CAG-23-105
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B.Method of Payment. On a monthly or no less than quarterly basis during any quarter
in which Work is performed, the Consultant shall submit a voucher or invoice in a form
specified by the City, including a description of what Work has been performed, the
name of the personnel performing such Work, and any hourly labor charge rate for
such personnel. The Consultant shall also submit a final bill upon completion of all
Work. Payment shall be made by the City for Work performed within thirty (30)
calendar days after receipt and approval by the appropriate City representative of the
voucher or invoice. If the Consultant’s performance does not meet the requirements
of this Agreement, the Consultant will correct or modify its performance to comply
with the Agreement. The City may withhold payment for work that does not meet the
requirements of this Agreement.
C.Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Consultant for failure of the
Consultant to perform the Work or for any breach of this Agreement by the
Consultant.
D.Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Work for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
5.Termination:
A.The City reserves the right to terminate this Agreement at any time, with or without
cause by giving ten (10) calendar days’ notice to the Consultant in writing. In the event
of such termination or suspension, all finished or unfinished documents, data, studies,
worksheets, models and reports, or other material prepared by the Consultant
pursuant to this Agreement shall be submitted to the City, if any are required as part
of the Work.
B.In the event this Agreement is terminated by the City, the Consultant shall be entitled
to payment for all hours worked to the effective date of termination, less all payments
previously made. If the Agreement is terminated by the City after partial performance
of Work for which the agreed compensation is a fixed fee, the City shall pay the
Consultant an equitable share of the fixed fee. This provision shall not prevent the
City from seeking any legal remedies it may have for the violation or nonperformance
of any of the provisions of this Agreement and such charges due to the City shall be
deducted from the final payment due the Consultant. No payment shall be made by
the City for any expenses incurred or work done following the effective date of
termination unless authorized in advance in writing by the City.
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6.Warranties And Right To Use Work Product: Consultant represents and warrants that
Consultant will perform all Work identified in this Agreement in a professional and
workmanlike manner and in accordance with all reasonable and professional standards
and laws. Compliance with professional standards includes, as applicable, performing the
Work in compliance with applicable City standards or guidelines (e.g. design criteria and
Standard Plans for Road, Bridge and Municipal Construction). Professional engineers shall
certify engineering plans, specifications, plats, and reports, as applicable, pursuant to
RCW 18.43.070. Consultant further represents and warrants that all final work product
created for and delivered to the City pursuant to this Agreement shall be the original work
of the Consultant and free from any intellectual property encumbrance which would
restrict the City from using the work product. Consultant grants to the City a non-
exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and
display all final work product produced pursuant to this Agreement. The City’s or other’s
adaptation, modification or use of the final work products other than for the purposes of
this Agreement shall be without liability to the Consultant. The provisions of this section
shall survive the expiration or termination of this Agreement.
7.Record Maintenance: The Consultant shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and Work provided in the
performance of this Agreement and retain such records for as long as may be required by
applicable Washington State records retention laws, but in any event no less than six
years after the termination of this Agreement. The Consultant agrees to provide access
to and copies of any records related to this Agreement as required by the City to audit
expenditures and charges and/or to comply with the Washington State Public Records Act
(Chapter 42.56 RCW). The provisions of this section shall survive the expiration or
termination of this Agreement.
8.Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Consultant shall make a due diligent search
of all records in its possession or control relating to this Agreement and the Work,
including, but not limited to, e-mail, correspondence, notes, saved telephone messages,
recordings, photos, or drawings and provide them to the City for production. In the event
Consultant believes said records need to be protected from disclosure, it may, at
Consultant’s own expense, seek judicial protection. Consultant shall indemnify, defend,
and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim
or litigation related to a Public Records Act request for which Consultant has responsive
records and for which Consultant has withheld records or information contained therein,
or not provided them to the City in a timely manner. Consultant shall produce for
distribution any and all records responsive to the Public Records Act request in a timely
manner, unless those records are protected by court order. The provisions of this section
shall survive the expiration or termination of this Agreement.
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9.Independent Contractor Relationship:
A.The Consultant is retained by the City only for the purposes and to the extent set forth
in this Agreement. The nature of the relationship between the Consultant and the City
during the period of the Work shall be that of an independent contractor, not
employee. The Consultant, not the City, shall have the power to control and direct the
details, manner or means of Work. Specifically, but not by means of limitation, the
Consultant shall have no obligation to work any particular hours or particular
schedule, unless otherwise indicated in the Scope of Work or where scheduling of
attendance or performance is mutually arranged due to the nature of the Work.
Consultant shall retain the right to designate the means of performing the Work
covered by this agreement, and the Consultant shall be entitled to employ other
workers at such compensation and such other conditions as it may deem proper,
provided, however, that any contract so made by the Consultant is to be paid by it
alone, and that employing such workers, it is acting individually and not as an agent
for the City.
B.The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Program, or otherwise assuming the duties of an employer with respect to Consultant
or any employee of the Consultant.
C.If the Consultant is a sole proprietorship or if this Agreement is with an individual, the
Consultant agrees to notify the City and complete any required form if the Consultant
retired under a State of Washington retirement system and agrees to indemnify any
losses the City may sustain through the Consultant’s failure to do so.
10.Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless
the City, elected officials, employees, officers, representatives, and volunteers from any
and all claims, demands, actions, suits, causes of action, arbitrations, mediations,
proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees,
penalties, expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or
by any and all persons or entities, arising from, resulting from, or related to the negligent
acts, errors or omissions of the Consultant in its performance of this Agreement or a
breach of this Agreement by Consultant, except for that portion of the claims caused by
the City’s sole negligence.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement, etc., of structure or improvement attached to real
estate…) then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the
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Consultant and the City, its officers, officials, employees and volunteers, Consultant’s
liability shall be only to the extent of Consultant’s negligence.
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Consultant’s waiver of immunity under the Industrial
Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties
have mutually negotiated and agreed to this waiver. The provisions of this section shall
survive the expiration or termination of this Agreement.
11.Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City’s Code of Ethics and state law, the Consultant shall not give a gift of any kind
to City employees or officials. Consultant also confirms that Consultant does not have a
business interest or a close family relationship with any City officer or employee who was,
is, or will be involved in selecting the Consultant, negotiating or administering this
Agreement, or evaluating the Consultant’s performance of the Work.
12.City of Renton Business License: Unless exempted by the Renton Municipal Code,
Consultant shall obtain a City of Renton Business License prior to performing any Work
and maintain the business license in good standing throughout the term of this
agreement with the City.
Information regarding acquiring a city business license can be found at:
https://www.rentonwa.gov/Tax
Information regarding State business licensing requirements can be found at:
https://dor.wa.gov/doing-business/register-my-business
13. Insurance: Consultant shall secure and maintain:
A.Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
B.In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability, Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Work provided by a licensed professional or Work that requires a professional
standard of care.
C.Workers’ compensation coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
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D.Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired
or non-owned, with minimum limits of $1,000,000 per occurrence combined single
limit, if there will be any use of Consultant’s vehicles on the City’s Premises by or on
behalf of the City, beyond normal commutes.
E.Consultant shall name the City as an Additional Insured on its commercial general
liability policy on a non-contributory primary basis. The City’s insurance policies shall
not be a source for payment of any Consultant liability, nor shall the maintenance of
any insurance required by this Agreement be construed to limit the liability of
Consultant to the coverage provided by such insurance or otherwise limit the City’s
recourse to any remedy available at law or in equity.
F.Subject to the City’s review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
G.Consultant shall provide the City with written notice of any policy cancellation, within
two (2) business days of their receipt of such notice.
14.Delays: Consultant is not responsible for delays caused by factors beyond the
Consultant’s reasonable control. When such delays beyond the Consultant’s reasonable
control occur, the City agrees the Consultant is not responsible for damages, nor shall the
Consultant be deemed to be in default of the Agreement.
15.Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or
encumber any rights, duties or interests accruing from this Agreement without the
written consent of the other.
16.Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time
to time by such party), and given personally, by registered or certified mail, return receipt
requested, by facsimile or by nationally recognized overnight courier service. Time period
for notices shall be deemed to have commenced upon the date of receipt, EXCEPT
facsimile delivery will be deemed to have commenced on the first business day following
transmission. Email and telephone may be used for purposes of administering the
Agreement, but should not be used to give any formal notice required by the Agreement.
CITY OF RENTON
Angie Mathias
1055 South Grady Way
Renton, WA 98057
CONSULTANT
Lisa Gruter
2200 6th Ave #1000
Seattle, WA 98121
PAGE 7 OF 10
Phone: (425) 430-6576
amathias@rentonwa.gov
Phone: (206) 493-2367
lisa@berkconsulting.com
17.Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Consultant agrees as follows:
A.Consultant, and Consultant’s agents, employees, representatives, and volunteers
with regard to the Work performed or to be performed under this Agreement, shall
not discriminate on the basis of race, color, sex, religion, nationality, creed, marital
status, sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B.The Consultant will take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, creed,
color, national origin, sex, age, sexual orientation, physical, sensory or mental
handicaps, or marital status. Such action shall include, but not be limited to the
following employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training.
C.If the Consultant fails to comply with any of this Agreement’s non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreement in
whole or in part.
D.The Consultant is responsible to be aware of and in compliance with all federal, state
and local laws and regulations that may affect the satisfactory completion of the
project, which includes but is not limited to fair labor laws, worker's compensation,
and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton
Council Resolution Number 4085.
18.Miscellaneous: The parties hereby acknowledge:
A.The City is not responsible to train or provide training for Consultant.
B.Consultant will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
C.Consultant shall furnish all tools and/or materials necessary to perform the Work
except to the extent specifically agreed within the attached exhibits.
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D.In the event special training, licensing, or certification is required for Consultant to
provide Work he/she will acquire or maintain such at his/her own expense and, if
Consultant employs, sub-contracts, or otherwise assigns the responsibility to perform
the Work, said employee/sub-contractor/assignee will acquire and or maintain such
training, licensing, or certification.
E.This is a non-exclusive agreement and Consultant is free to provide his/her Work to
other entities, so long as there is no interruption or interference with the provision of
Work called for in this Agreement.
F.Consultant is responsible for his/her own insurance, including, but not limited to
health insurance.
G.Consultant is responsible for his/her own Worker’s Compensation coverage as well as
that for any persons employed by the Consultant.
19.Other Provisions:
A.Approval Authority. Each individual executing this Agreement on behalf of the City
and Consultant represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or Consultant.
B.General Administration and Management. The City’s project manager is Angie
Mathias. In providing Work, Consultant shall coordinate with the City’s contract
manager or his/her designee.
C.Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D. Conflicts. In the event of any inconsistencies between Consultant proposals and this
Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to
this Agreement are incorporated by reference only to the extent of the purpose for
which they are referenced within this Agreement. To the extent a Consultant
prepared exhibit conflicts with the terms in the body of this Agreement or contains
terms that are extraneous to the purpose for which it is referenced, the terms in the
body of this Agreement shall prevail and the extraneous terms shall not be
incorporated herein.
E.Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Consultant and all of the Consultant’s employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
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F.Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
G.Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional Justice
Center in Kent, King County, Washington, or its replacement or successor. Consultant
hereby expressly consents to the personal and exclusive jurisdiction and venue of
such court even if Consultant is a foreign corporation not registered with the State of
Washington.
H.Severability. A court of competent jurisdiction’s determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
I.Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
J.Time is of the Essence. Time is of the essence of this Agreement and each and all of
its provisions in which performance is a factor. Adherence to completion dates set
forth in the description of the Work is essential to the Consultant’s performance of
this Agreement.
K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
L.Binding Effect. The Parties each bind themselves, their partners, successors, assigns,
and legal representatives to the other party to this Agreement, and to the partners,
successors, assigns, and legal representatives of such other party with respect to all
covenants of the Agreement.
M.Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s
failure to enforce any provision of this Agreement shall not be a waiver and shall not
prevent either the City or Consultant from enforcing that provision or any other
provision of this Agreement in the future. Waiver of breach of any provision of this
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Agreement shall not be deemed to be a waiver of any prior or subsequent breach
unless it is expressly waived in writing.
N. Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an original, and all of which will together
constitute this one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON
By:_____________________________
CONSULTANT
By:____________________________
Armondo Pavone
Mayor
Lisa Grueter
Principal
_____________________________
Date
_____________________________
Date
Attest
_____________________________
Jason A. Seth
City Clerk
Approved as to Legal Form
By: __________________________
M. Patrice Kent
Senior Assistant City Attorney
Contract Template Updated 5/21/2021 (Contract Ref # 2431)
March 6th, 20233/28/2023
Approved by Patrice Kent via 3/3/2023 email
February 22, 2023
1
Renton Comprehensive Plan
Periodic Review 2024
Scope of Services
Project Understanding
The City of Renton is conducting a periodic review of its Comprehensive Plan under the Growth
Management Act. The review and any associated amendments are due by December 2024. The work
will build upon Land Use and Housing Grant and Middle Housing Grant work that will set the stage for
the Land Use Element future land use designation adjustments and Housing Element goals and policies
and associated codes. The Periodic Review will evaluate and create a draft and final Comprehensive
Plan, and vet the draft through an engagement and legislative process. The City of Renton requested
BERK Consulting, Inc. (the Consultant) to provide this scope of services to help fulfill a Commerce Grant to
conduct the Periodic Review. The Grant covers two phases: Phase I through June 2023 and Phase II
through 2024.
Exhibit A-Scope of Work
Task 1: Project Kick-off and Management
Kickoff
The Consultant will conduct an interdepartmental meeting to review the scope of services and schedule,
data needs, related initiatives and interdepartmental coordination on shared efforts (e.g., Transportation
Element, Capital Facilities Element).
Monthly Meetings
The Consultant will conduct monthly meetings for approximately 18 months for one hour . The meetings
will be held virtually by Teams or Zoom. Depending on the needs of the project the initial coordination
may be bi-monthly (e.g., 30 minutes each) and during lesser active periods, be held monthly.
February 22, 2023 Renton| Periodic Review Scope 2
Task 2: Review Existing Plan and Development Regulations
Reviews
The Consultant will review the Comprehensive Plan and Development Regulations for compliance with the
Growth Management Act, VISION 2050, and Countywide Planning Policies for King County (CPPs). The
Consultant will flag potential edits in the Renton Comprehensive Plan Word Files as well as complete
checklists including:
▪ Washington Department of Commerce's checklist
▪ PSRC Consistency Tools
▪ King County CPPs using a policy summary and CPP Appendices
Summarize Findings
Based on the Reviews above, the Consultant will summarize findings in a memo supported by a list or
worksheet identifying the changes and rationales. One round of staff review is assumed.
Task 3: Community Profile and Existing Conditions Report
Develop Community Profile
BERK will prepare a Community Profile to identify demographic trends and potential vulnerable
communities. Information will be incorporated from the Renton Housing Action Plan and Middle Housing
efforts, the State Department of Health HEAL indicators, and any Renton equity and inclusion documents
(see: https://www.rentonwa.gov/city_hall/equity__housing__and_human_services/equity_and_inclusion).
Gather Supporting Data for Each Element
The Consultant will update information in the Comprehensive Plan that supports each Element and is
consistent with GMA requirements. The information will be at a similar level of detail as the current plan
and rely to the extent feasible on available supporting plans or studies to keep the plan lean. Some
supporting material will be included in appendices similar to the current plan.
Departmental Meetings
BERK will conduct 3-4 interdepartmental meetings in a virtual or hybrid format to review the profile and
inventories for the elements and any policy consistency issues identified under Tasks 2 and 3.
Prepare Public Information Materials
The Consultant will prepare public information materials (e.g., fact sheets, blog posts. PowerPoint, or
similar) explaining the Periodic Review, key policy questions, and ways to participate in the Periodic
Review. A preliminary draft and public draft are included.
February 22, 2023 Renton| Periodic Review Scope 3
Task 4: Public Engagement
Develop Public Engagement Plan
The Consultant will prepare a Public Engagement Plan that dovetails with the Land Use and Housing and
Middle Housing engagement plans and addresses other non-housing issues in the Periodic Review. It may
address vision/values or land use. A draft and revised engagement plan are assumed.
Conduct Engagement Activities
To the level of the resources available and consistent with the Public Engagement Plan, the Consultant will
conduct in person and online events and activities. The material in Task 3 would support the engagement
activities, and be useful to City staff who may conduct other activities consistent with the engagement
plan. The budget includes a set aside for translation and interpretation. Two languages in addition to
English are assumed. Early engagement may focus on values and priorities and later engagement may
share the draft plan for feedback ahead of any hearings.
Summarize Engagement
The Consultant will summarize engagement results of the activities identified above. Draft and revised
engagement results are planned.
Present to Council and Planning Commission about Results
The Consultant will present the engagement results and how they are being incorporated into the Draft
Plan. A Power Point presentation will be prepared and updated as appropriate to the time of the
meetings. The Consultant will attend two meetings, assumed to be in person; three meetings may be
attended if all are virtual.
Task 5: Draft Comprehensive Plan
Revise and Develop Goals and Policies for Each Element, Draft Staff Reports,
Summary of Work
Based on prior tasks, the Consultant will develop staff reports and proposed options for policy and code
amendments for Plan Elements, and a summary of work, as of the FY 2023 end to provide to the
Department of Commerce. These will be shared with City staff following Departmental meetings in Task
3. A preliminary and revised draft of the materials are assumed.
Create Draft Plan
After the above task, the Consultant will create a compiled draft plan for City staff review. Two rounds
of review are assumed. The Draft Plan will be shared with the public per the engagement plan in Task 3
through online and in person measures (e.g., story map/survey, discussion group(s), standing commission
discussions).
February 22, 2023 Renton| Periodic Review Scope 4
Prepare Planning Commission Draft
After the Draft Plan is shared with the public, suggested amendments to the compiled Draft
Comprehensive Plan will be prepared. One round of review is assumed.
Prepare SEPA Checklist/Draft Determination for City Review
The Consultant will prepare a SEPA Checklist or Addendum and draft Notice of Adoption/Determination
of Non-Significance or Significance for City review and issuance; one round of review is assumed. This
scope assumes that the Rainier/Grady Way EIS underway and prior EISs and SEPA documents for the
Plan will suffice without the preparation of a new EIS.
Task 6: Final Comprehensive Plan
Incorporate Revisions based on Feedback to Draft Plan
The Consultant will prepare revisions to the Draft Plan based on Planning Commission recommendations in
preparation for State and local reviews and the City Council committee reviews/Council public hearing.
One round of review is assumed.
Prepare Submittal Materials
The Consultant will prepare submittal materials including updated checklists documenting conformity with
state and local requirements, and a draft of the 60-day notice. These will meet the requirements for
submittal of:
▪ Department of Commerce
▪ PSRC
▪ King County CPPs (Housing Element)
Legislative Meetings and Hearing / Final Edits
The Consultant will attend selected legislative meetings and a City Council hearing. For each stage, the
Consultant will prepare a Power Point adapted to the time of the meeting. This scope assumes City staff
will lead the legislative process. The Consultant will attend up to three meetings in addition to those
documented in prior tasks.
February 22, 2023 Renton| Periodic Review Scope 5
Exhibit B- Time of Performance
The Consultant will prepare a project schedule in association with Task 1. Approximate dates are
provided below.
Task Approximate Month
Task 1: Project Kick-off and Management
Kickoff February 2023
Monthly Meetings Ongoing
Task 2: Review Existing Plan and Development Regulations
Review Comp Plan and Development Regulations using Commerce's
Checklist
February-March 2023
Review Comp Plan and Development Regulations using PSRC consistency
tools
February-March 2023
Review Comp Plan and Development Regulations using King County CPPs February-March 2023
Summarize Findings March 2023
Task 3: Community Profile and Existing Conditions Report
Develop Community Profile April-June 2023
Gather Supporting Data for Each Element April-June 2023
Departmental Meetings June 2023
Prepare Public Information Materials April-May 2023
Task 4: Public Engagement
Develop public engagement plan April-May 2023
Conduct Engagement Activities September-October 2023
Summarize Engagement October 2023
Present to Council and Planning Commission About Results November-December 2023
Task 5: Draft Comprehensive Plan
Revise and Develop Goals and Policies for Each Element, Draft Staff
Reports, Summary of Work
July-August 2023
Create Draft Plan September 2023-October 2023
Prepare Planning Commission Draft November 2023
Prepare SEPA Checklist/Draft Determination for City Review February 2024
Task 6: Final Comprehensive Plan
February 22, 2023 Renton| Periodic Review Scope 6
Task Approximate Month
Incorporate Revisions based on Feedback to Draft Plan March 2024
Prepare Submittal Materials for Review by Department of Commerce March 2024
Prepare Submittal Materials for Review by PSRC March 2024
Prepare Submittal Materials for Review under CPPs (Housing Element) March 2024
Final Edits February 2024-June 2024
Legislative Meetings and Hearings February 2024-December 2024
February 22, 2023 Renton| Periodic Review Scope 7
Exhibit C-Compensation
The cost estimate below presents anticipated time for each deliverable. Time may be transferred from
one task to another provided each task is completed. The Consultant will plan to meet deliverables
identified in the Commerce grant agreement.
Lisa Grueter Lisa Johnson Dawn Couch Ben Han Josh Linden
Hayden
Campbell Analyst
Role
Principal in
Charge/
Strategic
Project
Manager
Deputy PM,
Engagement
Lead
Land Use and
Housing Element
Support
GIS/Spatial
Analyst
Code
Evaluation
Engagement/
Planning
Support
2023 Hourly Rate $260 $175 $190 $185 $160 $160 $160
Task 1: Project Kick-off and Management
Kickoff 1 2 8 2 2 2 2 2
Monthly Meetings 1-4 16 48 24 8 8 32 16
Subtotal 18 56 26 10 10 34 18 172
$31,190
Task 2: Review Existing Plan and Development Regulations
Review Comp Plan and Development
Regulations using Commerce's Checklist 1.1 2 2 8 4 4 12
Review Comp Plan and Development
Regulations using PSRC consistency tools 1.2 4 2 8 4 4 8
Review Comp Plan and Development
Regulations using King County CPPs 1.3 4 2 8 10 8 8
Summarize Findings 1 4 2 20 4
Subtotal 14 8 44 18 16 32 0 132
$24,410
Task 3: Community Profile and Existing Conditions Report
Develop Community Profile 2.1 2 12 32 4 36
Gather Supporting Data for Each Element 2.1 6 42 40 16 54 64
Departmental Meetings 2.2 8 20 8 8 20 20 12
Prepare Public Information Materials 2.3 4 16 8 12 12 40 40
Subtotal 20 90 88 40 122 124 52 536
$92,750
Task 4: Public Engagement
Develop public engagement plan 3.1 2 4 33 8 40
Conduct Engagement Activities 6 24 40 8 24 64
Summarize Engagement 2 8 12 24
Present to Council and Planning Commission About Results 8 16 4 4
Subtotal 18 52 89 16 0 52 104 331
$58,610
Task 5: Draft Comprehensive Plan
Revise and Develop Goals and Policies for
Each Element, Draft Staff Reports, Summary 4 12 40 8 12 12 24 4
Create Draft Plan 12 40 8 12 20 16 20
Prepare Planning Commission Draft 8 24 8 8 20
Prepare SEPA Checklist/Draft Determination for City Review 4 16 8
Subtotal 36 120 16 32 48 60 24 336
$60,440
Task 6: Final Comprehensive Plan
Incorporate Revisions based on Feedback to Draft Plan 4 32 12 8 8 32 16
Prepare Submittal Materials for Review by Department of Commerce 2 8 2 2 4 8 2
Prepare Submittal Materials for Review by PSRC 2 8 2 2 4 8 2
Prepare Submittal Materials for Review under CPPs (Housing Element)2 4 10 6 5 2 0
Legislative Meetings and Hearing / Final Edits 8 24 12 8 12 12 16
Subtotal 18 76 38 26 33 62 36 289
$50,970
Total Estimated Hours 124 402 301 142 229 364 234 1,796
Cost (Hours*Rate)$32,240 $70,350 $57,190 $26,270 $36,640 $58,240 $37,440 $318,370
Subtotal Consultant Cost $318,370
Project Expenses at ~2% of Project Budget $6,370 Translation, Interpretation
Estimated Project Total $324,740
Grant Total $325,000
FY 2023 Sum $162,500
FY 2023 Grant $162,500
BERK Consulting
Total Hours
and
Estimated
Cost
by TaskCommerce
Task
Interagency Agreement with
City of Renton
through
Growth Management Services
Contract Number:
23-63210-024
For
GMA Periodic Update Grant – FY2023
Dated: Date of Execution
________________________________________________________________________________________________________ Page 2 of 13
Table of Contents
TABLE OF CONTENTS .............................................................................................................................................. 2
FACE SHEET ............................................................................................................................................................ 3
SPECIAL TERMS AND CONDITIONS ......................................................................................................................... 4
1. AUTHORITY ...................................................................................................................................................... 4
2. CONTRACT MANAGEMENT ............................................................................................................................. 4
3. COMPENSATION .............................................................................................................................................. 4
4. BILLING PROCEDURES AND PAYMENT ............................................................................................................. 4
5. SUBCONTRACTOR DATA COLLECTION ............................................................................................................. 5
6. INSURANCE ...................................................................................................................................................... 5
7. FRAUD AND OTHER LOSS REPORTING ............................................................................................................. 5
8. ORDER OF PRECEDENCE .................................................................................................................................. 5
GENERAL TERMS AND CONDITIONS ....................................................................................................................... 6
1. DEFINITIONS .................................................................................................................................................... 6
2. ALL WRITINGS CONTAINED HEREIN ................................................................................................................. 6
3. AMENDMENTS ................................................................................................................................................ 6
4. ASSIGNMENT ................................................................................................................................................... 6
5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION ........................................................................... 6
6. COPYRIGHT ...................................................................................................................................................... 7
7. DISPUTES ......................................................................................................................................................... 7
8. GOVERNING LAW AND VENUE ........................................................................................................................ 8
9. INDEMNIFICATION .......................................................................................................................................... 8
10. LICENSING, ACCREDITATION AND REGISTRATION ........................................................................................... 8
11. RECAPTURE...................................................................................................................................................... 8
12. RECORDS MAINTENANCE ................................................................................................................................ 8
13. SAVINGS .......................................................................................................................................................... 8
14. SEVERABILITY ................................................................................................................................................... 8
15. SUBCONTRACTING .......................................................................................................................................... 9
16. SURVIVAL ......................................................................................................................................................... 9
17. TERMINATION FOR CAUSE............................................................................................................................... 9
18. TERMINATION FOR CONVENIENCE .................................................................................................................. 9
19. TERMINATION PROCEDURES ........................................................................................................................... 9
20. TREATMENT OF ASSETS ................................................................................................................................. 10
21. WAIVER ......................................................................................................................................................... 11
ATTACHMENT A: SCOPE OF WORK....................................................................................................................... 12
ATTACHMENT B: BUDGET .................................................................................................................................... 13
________________________________________________________________________________________________________ Page 3 of 13
Face Sheet
Contract Number: 23-63210-024
Local Government Division
Growth Management Services
1. Contractor 2. Contractor Doing Business As (as applicable)
City of Renton
1055 South Grady Way
Renton, WA, 98057
N/A
3. Contractor Representative 4. COMMERCE Representative
Angie Mathias
Long Range Planning Manager
(425) 430-6576
amathias@rentonwa.gov
Catherine McCoy
Senior Planner
(360) 725-2910
catherine.mccoy@commerce.wa.gov
PO Box 42525
1011 Plum St. SE
Olympia, WA 98504
5. Contract Amount 6. Funding Source 7. Start Date 8. End Date
$162,500 Federal: State: Other: N/A: Date of Execution June 30, 2023
9. Federal Funds (as applicable)
N/A
Federal Agency:
N/A
ALN
N/A
10. Tax ID # 11. SWV # 12. UBI # 13. UEI #
N/A SWV0012200-11 177-000-094 N/A
14. Contract Purpose
Grant funding to assist the City of Renton with planning work for the completion the Growth Management Act (GMA)
requirement to review, and if needed, 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 and Attachment B - Budget
FOR CONTRACTOR FOR COMMERCE
Armondo Pavone, Mayor
City of Renton
Date
Mark K. Barkley, Assistant Director
Local Government Division
Date
APPROVED AS TO FORM ONLY
BY ASSISTANT ATTORNEY GENERAL
APPROVAL ON FILE
________________________________________________________________________________________________________ Page 4 of 13
Special Terms and Conditions
1. AUTHORITY
COMMERCE and Contractor enter into this Contract pursuant to the authority granted by Chapter
39.34 RCW.
2. CONTRACT MANAGEMENT
The Representative for each of the parties shall be responsible for and shall be the contact person
for all communications and billings regarding the performance of this Contract.
The Representative for COMMERCE and their contact information are identified on the Face Sheet
of this Contract.
The Representative for the Contractor and their contact information are identified on the Face Sheet
of this Contract.
3. COMPENSATION
COMMERCE shall pay an amount not to exceed one hundred 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.
4. 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, a description of the work performed, the progress of the
project, and fees. The invoice shall include the Contract Number 23-63210-024. 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, 2022, 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.
________________________________________________________________________________________________________ Page 5 of 13
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 Transfers
The total amount of transfers of funds between line item budget categories shall not exceed ten
percent (10%) of the total budget. If the cumulative amount of these transfers exceeds or is expected
to exceed ten percent, the total budget shall be subject to justification and negotiation of a contracts
amendment by the Contractor and COMMERCE.
Ineligible Costs
Only eligible project-related costs will be reimbursed. Ineligible costs include, but are not necessarily
limited to: capital expenses, such as land acquisition or construction costs; purchase of machinery;
hosting expenses, such as meals, lodging, or transportation incurred by persons other than staff and
volunteers working directly on the project; lobbying or political influencing; and other costs which are
not directly related to the project.
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 13
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;
ii. All material produced by the Contractor that is designated as “confidential” by
COMMERCE; and
________________________________________________________________________________________________________ Page 7 of 13
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
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
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
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
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
Attachment A: Scope of Work
Tasks / Actions /
Deliverables
Description End Date
Task 1
Review relevant plans and regulations to
determine what revisions need to be made.
January 31,
2023
Action 1.1
Review Comprehensive Plan and
Development Regulations using Commerce’s
periodic update checklist.
November 30,
2022
Action 1.2 Review Comprehensive Plan and
Development Regulations using Puget Sound
Regional Council’s consistency tools.
December 31,
2022
Action 1.3 Review Comprehensive Plan and identify
inconsistencies with King County Countywide
Planning Policies.
January 31,
2023
Deliverable 1
Completed Commerce checklist, PSRC tools,
summary of analysis with CPP’s.
January 31,
2023
Task 2 Existing Conditions and Text Amendments
Action 2.1 Element conditions, trends, policy concepts,
and findings
April 1, 2023
Action 2.2 Departmental review
June 1, 2023
Action 2.3 Element update summaries for public
engagement
June 30, 2023
Deliverable 2 Element text amendments and policy findings
for engagement process
June 30, 2023
Task 3
Public Engagement Plan May 15, 2023
Action 3.1
Identify how to supplement the engagement
plan developed for Middle Housing outreach
and engagement in order to address the entire
Comprehensive Plan.
April 30, 2023
Deliverable 3
Final public engagement plan. May 15, 2023
Deliverable 4
Draft Comprehensive Plan and staff report(s) –
Summary of completed work to date.
June 30, 2023
________________________________________________________________________________________________________ Page 13 of 13
Attachment B: Budget
SFY 2023 Task/Deliverable
SFY 2023 Amount
Deliverable 1 - Completed Commerce checklist, PSRC
tools, summary of analysis with CPP’s.
$ 30,000
Deliverable 2 - Existing Conditions and Text Amendments
$ 100,000
Deliverable 3 – Final public engagement plan
$ 15,000
Deliverable 4 - Draft Comprehensive Plan and staff
report(s) – Summary of completed work to date
$ 17,500
Total Grant (SFY 2023 only)
$ 162,500