HomeMy WebLinkAbout24-68410-002_PFD__SusanMusselman
Services Contract with
Susan Musselman
through
Research Services
For
Financial Feasibility Review for Jefferson County
Start date: January 31, 2024
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TABLE OF CONTENTS
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Special Terms and Conditions ........................................................................................ 1
Face Sheet ............................................................................................................ 1
1. Contract Management ............................................................................. 2
2. Compensation .......................................................................................... 2
3. Billing Procedures and Payment .............................................................. 2
4. Subcontractor Data Collection.................................................................. 2
5. Insurance ................................................................................................. 3
6. Fraud and Other Loss Reporting………………………………………...……4
7. Order of Precedence ................................................................................ 4
General Terms and Conditions ....................................................................................... 5
1. Definitions ................................................................................................ 5
2. Access to Data ........................................................................................ 5
3. Advance Payments Prohibited ................................................................. 5
4. All Writings Contained Herein .................................................................. 5
5. Amendments ........................................................................................... 5
6. Americans With Disabilities Act (ADA) ..................................................... 5
7. Assignment .............................................................................................. 5
8. Attorneys’ Fees ........................................................................................ 6
9. Confidentiality/Safeguarding of Information ............................................. 6
10. Conflict of Interest .................................................................................... 6
11. Copyright ................................................................................................. 7
12. Disputes .................................................................................................. 7
13. Duplicate Payment................................................................................... 8
14. Governing Law and Venue ...................................................................... 8
15. Indemnification ........................................................................................ 8
16. Independent Capacity of the Contractor ................................................... 8
17. Industrial Insurance Coverage ................................................................. 8
18. Laws ........................................................................................................ 8
19. Licensing, Accreditation and Registration ................................................ 8
20. Limitation of Authority .............................................................................. 9
21. Noncompliance With Nondiscrimination Laws .......................................... 9
22. Pay Equity ............................................................................................... 9
23. Political Activities ................................................................................... 10
24. Publicity ................................................................................................. 10
25. Recapture .............................................................................................. 10
26. Records Maintenance ............................................................................ 10
27. Registration With Department of Revenue ............................................. 10
28. Right of Inspection…………………………………………………………….10
29. Savings .................................................................................................. 11
30. Severability ............................................................................................ 11
31. Site Security .......................................................................................... 11
32. Subcontracting ....................................................................................... 11
33. Survival .................................................................................................. 11
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34. Taxes .................................................................................................... 11
35. Termination for Cause ........................................................................... 11
36. Termination for Convenience ................................................................. 12
37. Termination Procedures ........................................................................ 12
38. Treatment of Assets ............................................................................... 13
39. Waiver ................................................................................................... 13
Attachment A, Scope of Work and Budget
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FACE SHEET
1
Contract Number: 24-68410-002
Washington State Department of Commerce
Local Government Division
Reseach and Development Services Unit
Public Facility District Financial Feasibility Review Program
1. Contractor 2. Contractor Doing Business As (optional)
Susan Musselman LLC
P.O. Box 2469
Mount Vernon, WA 98273
N/A
3. Contractor Representative 4. COMMERCE Representative
Susan Musselman
Principal
360-391-2666
Sdm2@fidalgo.net
Angie Hong
Contracts and Procurement
Lead
360-506-1706
Angie.hong@commerce.wa.gov
PO Box 42525
1011 Plum Street SE
Olympia, WA 98504-2525
5. Contract Amount 6. Funding Source 7. Start Date 8. End Date
$10,000 Federal: State: Other: N/A: February 1, 2024 April 30, 2024
9. Federal Funds (as applicable)
N/A
Federal Agency:
N/A
CFDA Number
N/A
10. Tax ID # 11. SWV # 12. UBI # 13. DUNS #
534-68-6761 SWV0241089 604-295-753
14. Contract Purpose
To conduct an “independent financial feasibility review” for Commerce on behalf of the Jefferson County, pursuant to RCW
36.100.025.
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 to start as of the date and year referenced above.
The rights and obligations of both parties to this Contract are governed by this Contract and the following other documents
incorporated by reference: Contractor Terms and Conditions including Attachment “A” – Scope of Work and Budget.
FOR CONTRACTOR FOR COMMERCE
Susan Musselman, Principal
Date
Mark Barkley, Assistant Director, Local Government Division
Date
APPROVED AS TO FORM ONLY
BY ASSISTANT ATTORNEY GENERAL
APPROVAL ON FILE
Last revision 1/13/2024
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2/5/2024 | 9:29 AM PST 2/5/2024 | 1:39 PM PST
SPECIAL TERMS AND CONDITIONS
SERVICES CONTRACT
STATE FUNDS
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1. 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.
2. COMPENSATION
COMMERCE shall pay an amount not to exceed $10,000 for the performance of all things necessary
for or incidental to the performance of work as set forth in the Scope of Work.
3. 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 upon completion
of the financial feasibility review.
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-
68410-002. 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.
Invoices and End of Fiscal Year
Invoices are due on the 20th of the month following the provision of services.
Final invoices for a state fiscal year may be due sooner than the 20th and Commerce will provide
notification of the end of fiscal year due date.
The grantee must invoice for all expenses from the beginning of the contract through June 30,
regardless of the contract start and end date.
Duplication of Billed Costs
The Contractor shall not bill COMMERCE for services performed under this Agreement, and
COMMERCE shall not pay the Contractor, if the Contractor is entitled to payment or has been or will
be paid by any other source, including grants, for that service.
Disallowed Costs
The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its subcontractors.
COMMERCE may, in its sole discretion, withhold ten percent (10%) from each payment until
acceptance by COMMERCE of the final report or completion of the project.
4. 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
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to minority-owned, woman-owned, and veteran-owned business subcontractors. “Subcontractors” shall
mean subcontractors of any tier.
5. INSURANCE
The Contractor shall provide insurance coverage as set out in this section. The intent of the required
insurance is to protect the state should there be any claims, suits, actions, costs, damages or expenses
arising from any loss, or negligent or intentional act or omission of the Contractor or Subcontractor, or
agents of either, while performing under the terms of this Contract. Failure to maintain the required
insurance coverage may result in termination of this Contract.
The insurance required shall be issued by an insurance company authorized to do business within the
state of Washington. Except for Professional Liability or Errors and Omissions Insurance, the insurance
shall name the state of Washington, its agents, officers, and employees as additional insureds under
the insurance policy. All policies shall be primary to any other valid and collectable insurance. The
Contractor shall provide COMMERCE thirty (30) calendar days’ advance notice of any insurance
cancellation, non-renewal or modification.
The Contractor shall submit to COMMERCE within fifteen (15) calendar days of the Contract start date,
a certificate of insurance which outlines the coverage and limits defined in this insurance section. During
the term of the Contract, if required or requested, the Contractor shall submit renewal certificates not
less than thirty (30) calendar days prior to expiration of each policy required under this section.
The Contractor shall provide, at COMMERCE’s request, copies of insurance instruments or
certifications from the insurance issuing agency. The copies or certifications shall show the insurance
coverage, the designated beneficiary, who is covered, the amounts, the period of coverage, and that
COMMERCE will be provided thirty (30) days’ advance written notice of cancellation.
The Contractor shall provide insurance coverage that shall be maintained in full force and effect during
the term of this Contract, as follows:
Commercial General Liability Insurance Policy. Provide a Commercial General Liability
Insurance Policy, including contractual liability, written on an occurrence basis, in adequate quantity
to protect against legal liability arising out of contract activity but no less than $1,000,000 per
occurrence. Additionally, the Contractor is responsible for ensuring that any Subcontractors provide
adequate insurance coverage for the activities arising out of subcontracts.
Automobile Liability. In the event that performance pursuant to this Contract involves the use of
vehicles, owned or operated by the Contractor or its Subcontractor, automobile liability insurance
shall be required. The minimum limit for automobile liability is $1,000,000 per occurrence, using a
Combined Single Limit for bodily injury and property damage.
Professional Liability, Errors and Omissions Insurance. The Contractor shall maintain
Professional Liability or Errors and Omissions Insurance. The Contractor shall maintain minimum
limits of no less than $1,000,000 per occurrence to cover all activities by the Contractor and
licensed staff employed or under contract to the Contractor. The state of Washington, its agents,
officers, and employees need not be named as additional insureds under this policy.
Fidelity Insurance. Every officer, director, employee, or agent who is authorized to act on behalf
of the Contractor for the purpose of receiving or depositing funds into program accounts or issuing
financial documents, checks, or other instruments of payment for program costs shall be insured
to provide protection against loss:
A. The amount of fidelity coverage secured pursuant to this Contract shall be $100,000 or the
highest of planned reimbursement for the Contract period, whichever is lowest. Fidelity
insurance secured pursuant to this paragraph shall name COMMERCE as beneficiary.
B. Subcontractors that receive $10,000 or more per year in funding through this Contract shall
secure fidelity insurance as noted above. Fidelity insurance secured by Subcontractors
pursuant to this paragraph shall name the Contractor as beneficiary.
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6. FRAUD AND OTHER LOSS REPORTING
Contractor/Grantee 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.
7. ORDER OF PRECEDENCE
In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving
precedence in the following order:
Applicable federal and state of Washington statutes and regulations
Special Terms and Conditions
General Terms and Conditions
Attachment A – Scope of Work and Budget
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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 State Department of Commerce.
C. “Contract” or “Agreement” means the entire written agreement between COMMERCE and the
Contractor, including any Exhibits, 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" 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.
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. ACCESS TO DATA
In compliance with RCW 39.26.180, the Contractor shall provide access to data generated under this
Contract to COMMERCE, the Joint Legislative Audit and Review Committee, and the Office of the State
Auditor at no additional cost. This includes access to all information that supports the findings,
conclusions, and recommendations of the Contractor’s reports, including computer models and the
methodology for those models.
3. ADVANCE PAYMENTS PROHIBITED
No payments in advance of or in anticipation of goods or services to be provided under this Contract
shall be made by COMMERCE.
4. 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.
5. 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.
6. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as
the “ADA” 28 CFR Part 35
The Contractor must comply with the ADA, which provides comprehensive civil rights protection to
individuals with disabilities in the areas of employment, public accommodations, state and local
government services, and telecommunications.
7. ASSIGNMENT
Neither this Contract, nor any claim arising under this Contract, shall be transferred or assigned by the
Contractor without prior written consent of COMMERCE.
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8. ATTORNEYS’ FEES
Unless expressly permitted under another provision of the Contract, in the event of litigation or other
action brought to enforce Contract terms, each party agrees to bear its own attorneys’ fees and costs.
9. CONFIDENTIALITY/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
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.
10. CONFLICT OF INTEREST
Contractor must maintain and comply with written standards of conduct covering conflicts of interest
and governing the actions of its employees engaged in the selection, award and administration of
contracts. Contractor must comply with the following minimum requirements:
a. No employee, officer, or agent may participate in the selection, award, or administration of
a contract if he or she has a real or apparent conflict of interest. Such a conflict of interest
would arise when the employee, officer, or agent, any member of his or her immediate
family, his or her partner, or an organization which employs or is about to employ any of
the parties indicated herein, has a financial or other interest in or a tangible personal benefit
from a firm considered for a contract. The officers, employees, and agents of the Contractor
may neither solicit nor accept gratuities, favors, or anything of monetary value from
contractors or parties to subcontracts and must comply with RCW 39.26.020. However,
Contractor may set standards for situations in which the financial interest is not substantial
or the gift is an unsolicited item of nominal value. The standards of conduct must provide
for disciplinary actions to be applied for violations of such standards by officers, employees,
or agents of the Contractor.
b. If the Contractor has a parent, affiliate, or subsidiary organization that is not a state, local
government, or federally recognized tribe, the Contractor must also maintain written
standards of conduct covering organizational conflicts of interest. Organizational conflicts
of interest means that because of relationships with a parent company, affiliate, or
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subsidiary organization, the Contractor is unable or appears to be unable to be impartial in
conducting a procurement action involving a related organization.
11. 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.
12. DISPUTES
Except as otherwise provided in this Contract, when a dispute arises between the parties and it cannot
be resolved by direct negotiation, either party may request a dispute hearing with the Director of
COMMERCE, who may designate a neutral person to decide the dispute.
The request for a dispute hearing must:
be in writing;
state the disputed issues;
state the relative positions of the parties;
state the Contractor's name, address, and Contract number; and
be mailed to the Director and the other party’s (respondent’s) Contract Representative within
three (3) working days after the parties agree that they cannot resolve the dispute.
The respondent shall send a written answer to the requestor’s statement to both the Director or the
Director’s designee and the requestor within five (5) working days.
The Director or designee shall review the written statements and reply in writing to both parties within
ten (10) working days. The Director or designee may extend this period if necessary by notifying the
parties.
The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding.
The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial
tribunal.
Nothing in this Contract shall be construed to limit the parties’ choice of a mutually acceptable alternate
dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above.
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13. DUPLICATE PAYMENT
COMMERCE shall not pay the Contractor, if the Contractor has charged or will charge the State of
Washington or any other party under any other contract or agreement, for the same services or
expenses.
14. 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.
15. INDEMNIFICATION
To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the
state of Washington, COMMERCE, agencies of the state and all officials, agents and employees of the
state, from and against all claims for injuries or death arising out of or resulting from the performance
of the contract. “Claim” as used in this contract, means any financial loss, claim, suit, action, damage,
or expense, including but not limited to attorney’s fees, attributable for bodily injury, sickness, disease,
or death, or injury to or the destruction of tangible property including loss of use resulting therefrom.
The Contractor’s obligation to indemnify, defend, and hold harmless includes any claim by Contractor’s
agents, employees, representatives, or any subcontractor or its employees.
The Contractor’s obligation shall not include such claims that may be caused by the sole negligence of
the State and its agencies, officials, agents, and employees. If the claims or damages are caused by
or result from the concurrent negligence of (a) the State, its agents or employees and (b) the Contractor,
its subcontractors, agents, or employees, this indemnity provision shall be valid and enforceable only
to the extent of the negligence of the Contractor or its subcontractors, agents, or employees.
The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend
and hold harmless the state and its agencies, officers, agents or employees.
16. INDEPENDENT CAPACITY OF THE CONTRACTOR
The parties intend that an independent contractor relationship will be created by this Contract. The
Contractor and its employees or agents performing under this Contract are not employees or agents of
the state of Washington or COMMERCE. The Contractor will not hold itself out as or claim to be an
officer or employee of COMMERCE or of the state of Washington by reason hereof, nor will the
Contractor make any claim of right, privilege or benefit which would accrue to such officer or employee
under law. Conduct and control of the work will be solely with the Contractor.
17. INDUSTRIAL INSURANCE COVERAGE
The Contractor shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the
Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf
of its employees as may be required by law, COMMERCE may collect from the Contractor the full
amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount owed
by the Contractor to the accident fund from the amount payable to the Contractor by COMMERCE
under this Contract, and transmit the deducted amount to the Department of Labor and Industries, (L&I)
Division of Insurance Services. This provision does not waive any of L&I’s rights to collect from the
Contractor.
18. LAWS
The Contractor shall comply with all applicable laws, ordinances, codes, regulations and policies of
local, state, and federal governments, as now or hereafter amended.
19. 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.
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20. LIMITATION OF AUTHORITY
Only the Authorized Representative or the Authorized Representative’s delegate by writing (delegation
to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify,
or waive any clause or condition of this Contract. Furthermore, any alteration, amendment, modification,
or waiver or any clause or condition of this contract is not effective or binding unless made in writing
and signed by the Authorized Representative.
21. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS
Nondiscrimination Requirement: During the term of this Contract, Contractor, including any
subcontractor, shall not discriminate on the bases enumerated at RCW 49.60.530(3). In addition,
Contractor, including any subcontractor, shall give written notice of this nondiscrimination requirement
to any labor organizations with which Contractor, or subcontractor, has a collective bargaining or other
agreement.
Obligation to Cooperate: Contractor, including any subcontractor, shall cooperate and comply with any
Washington state agency investigation regarding any allegation that Contractor, including any
subcontractor, has engaged in discrimination prohibited by this Contract pursuant to RCW
49.60.530(3).
Default: Notwithstanding any provision to the contrary, COMMERCE may suspend Contractor,
including any subcontractor, upon notice of a failure to participate and cooperate with any state
COMMERCE investigation into alleged discrimination prohibited by this Contract, pursuant to RCW
49.60.530(3). Any such suspension will remain in place until COMMERCE receives notification that
Contractor, including any subcontractor, is cooperating with the investigating state agency. In the event
Contractor, or subcontractor, is determined to have engaged in discrimination identified at RCW
49.60.530(3), COMMERCE may terminate this Contract in whole or in part, and Contractor,
subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200. Contractor or
subcontractor may be given a reasonable time in which to cure this noncompliance, including
implementing conditions consistent with any court-ordered injunctive relief or settlement agreement.
Remedies for Breach: Notwithstanding any provision to the contrary, in the event of Contract
termination or suspension for engaging in discrimination, Contractor, subcontractor, or both, shall be
liable for contract 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, which damages are distinct from any penalties imposed under
Chapter 49.60, RCW. COMMERCE shall have the right to deduct from any monies due to Contractor
or subcontractor, or that thereafter become due, an amount for damages Contractor or subcontractor
will owe COMMERCE for default under this provision.
The funds provided under this Contract may not be used to fund religious worship, exercise, or
instruction. No person shall be required to participate in any religious worship, exercise, or instruction
in order to have access to the facilities funded by this Contract.
22. PAY EQUITY
The Contractor agrees to ensure that “similarly employed” individuals in its workforce are compensated
as equals, consistent with the following:
A. Employees are “similarly employed” if the individuals work for the same employer, the
performance of the job requires comparable skill, effort, and responsibility, and the jobs are
performed under similar working conditions. Job titles alone are not determinative of whether
employees are similarly employed;
B. Contractor may allow differentials in compensation for its workers if the differentials are based
in good faith and on any of the following:
(i) A seniority system; a merit system; a system that measures earnings by quantity or
quality of production; a bona fide job-related factor or factors; or a bona fide regional
difference in compensation levels.
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(ii) A bona fide job-related factor or factors may include, but not be limited to, education,
training, or experience that is: Consistent with business necessity; not based on or derived
from a gender-based differential; and accounts for the entire differential.
(iii) A bona fide regional difference in compensation level must be: Consistent with business
necessity; not based on or derived from a gender-based differential; and account for the
entire differential.
This Contract may be terminated by the Department, if the Department or the Department of Enterprise
services determines that the Contractor is not in compliance with this provision.
23. POLITICAL ACTIVITIES
Political activities of Contractor’s employees and officers are limited by the State Campaign Finances
and Lobbying provisions of Chapter 42.17A RCW and the Federal Hatch Act, 5 USC 1501 - 1508.
No funds may be used for working for or against ballot measures or for or against the candidacy of any
person for public office.
24. PUBLICITY
The Contractor agrees not to publish or use any advertising or publicity materials in which the state of
Washington or COMMERCE’s name is mentioned, or language used from which the connection with
the state of Washington’s or COMMERCE’s name may reasonably be inferred or implied, without the
prior written consent of COMMERCE.
25. 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.
26. 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.
27. REGISTRATION WITH DEPARTMENT OF REVENUE
If required by law, the Contractor shall complete registration with the Washington State Department of
Revenue.
28. RIGHT OF INSPECTION
The Contractor shall provide right of access to its facilities to COMMERCE, or any of its officers, or to
any other authorized agent or official of the state of Washington or the federal government, at all
reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance
under this contract.
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29. 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.
30. 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.
31. SITE SECURITY
While on COMMERCE premises, Contractor, its agents, employees, or subcontractors shall conform
in all respects with physical, fire or other security policies or regulations.
32. 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.
33. 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.
34. TAXES
All payments accrued on account of payroll taxes, unemployment contributions, the Contractor’s
income or gross receipts, any other taxes, insurance or expenses for the Contractor or its staff shall be
the sole responsibility of the Contractor.
35. 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.
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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.
36. 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.
37. TERMINATION PROCEDURES
Upon termination of this contract, COMMERCE, in addition to any other rights provided in this contract,
may require the Contractor to deliver to COMMERCE any property specifically produced or acquired
for the performance of such part of this contract as has been terminated. The provisions of the
"Treatment of Assets" clause shall apply in such property transfer.
COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed
work and services accepted by COMMERCE, and the amount agreed upon by the Contractor and
COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially
completed work and services, (iii) other property or services that are accepted by COMMERCE, and
(iv) the protection and preservation of property, unless the termination is for default, in which case the
Authorized Representative shall determine the extent of the liability of the Authorized Representative.
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
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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.
38. TREATMENT OF ASSETS
Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property
furnished by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a direct
item of cost under this contract, shall pass to and vest in COMMERCE upon delivery of such property
by the Contractor. Title to other property, the cost of which is reimbursable to the Contractor under this
contract, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the
performance of this contract, or (ii) commencement of use of such property in the performance of this
contract, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first
occurs.
A. Any property of COMMERCE furnished to the Contractor shall, unless otherwise provided herein
or approved by COMMERCE, be used only for the performance of this contract.
B. The Contractor shall be responsible for any loss or damage to property of COMMERCE that results
from the negligence of the Contractor or which results from the failure on the part of the Contractor
to maintain and administer that property in accordance with sound management practices.
C. If any COMMERCE property is lost, destroyed or damaged, the Contractor shall immediately notify
COMMERCE and shall take all reasonable steps to protect the property from further damage.
D. The Contractor shall surrender to COMMERCE all property of COMMERCE prior to settlement
upon completion, termination or cancellation of this contract
All reference to the Contractor under this clause shall also include Contractor’s employees, agents
or Subcontractors.
39. WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach.
Any waiver shall not be construed to be a modification of the terms of this Contract unless stated to be
such in writing and signed by Authorized Representative of COMMERCE.
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Scope of Work and Budget
SCOPE OF WORK
Susan Musselman (hereafter “Contractor”) shall conduct an “independent financial feasibility review” for
Commerce on behalf of the Jefferson County (“District”), pursuant to RCW 36.100.025. The Contractor
will conduct a review of District’s plan to form a PFD. The review must examine the potential costs and
the adequacy of revenues or expected revenues to meet the costs to be incurred by the District.
A draft review report will be submitted to Commerce in seven weeks by March 21, 2024. Commerce will
work to complete their review of the draft by March 29, 2024 to meet the goal of publication in ten weeks
by April 11, 2024. The contract end date of April 30, 2024 is established in the event that there are
changes to the draft that the Contractor needs to implement after Commerce complete’s their review.
BUDGET
Combined report with published results of the analysis: $10,000.
Attachment A
DocuSign Envelope ID: 9C419CED-1955-42AB-9C3F-10AAEF519777