HomeMy WebLinkAboutWA. State Department of Commerce JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
CONSENT AGENDA REQUEST
TO: Board of County Commissioners
Mark McCauley, County Administrator
FROM: Josh D. Peters, Community Development Director
Brent A. Butler, Chief Strategy Officer
Donna Frostholm,Associate Planner
A. George Terry,Associate Planner
DATE: July 22,2024
RE: Approval of Washington Department of Commerce
Climate Planning Grant Agreement
STATEMENT OF ISSUE:
The Department of Community Development(DCD)proposes a grant agreement(attached)
with the Washington State Department of Commerce for climate planning tasks in the 2023-
2025 biennium.
In 2023, the state legislature passed House Bill (HB) 1181, which added a new climate goal to
the Growth Management Act (GMA) and requires local communities to include a climate
resiliency sub-element when updating comprehensive plans. Jefferson County's deadline for
completing the 2025 Periodic Update is December 31, 2025. Last year, Commerce made $30
million in grant funding available during the current biennium for climate planning, including
fulfilling the requirements of HB 1181. The state has allocated Jefferson County $300,000 for
the 2023-2025 biennium from state Climate Commitment Act funds. With this grant money,
DCD proposes to develop a new Resiliency Element for the Board of County Commissioners
(BoCC)to adopt into our Comprehensive Plan during the 2025 Periodic Update, as well as
initiate collaborative work on the first comprehensive update to the county's Coordinated
Water System Plan(CWSP) since 1997.
ANALYSIS:
DCD applied for Climate Planning Grant(CPG)funds prior to the October 31, 2023 deadline,
proposing an initial scope of work, schedule, and budget. Per an agreement with Commerce
staff, we were able to submit the required letter of commitment from the BoCC during the
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week of November 6, 2023. Following notification of the grant award, Commerce requested
adjustments to the scope of work prior to entering into a grant agreement. In rethinking our
approach for spending CPG funds during this biennium, and in consultation with Commerce
staff, we incorporated a CWSP White Paper with Preliminary Analysis and Outline into the
scope of work. This exercise supports the longer-term goal of producing a draft CWSP and is
aligned with existing climate planning goals established by HB 1181.
The Jefferson County CWSP (1997, as amended) warrants revisions to incorporate new water
law, accurately describe the current water resources situation in the county, and implement
best practices for water resource management. Generally, the required procedures are
contained in the Washington Administrative Code (WAC), Chapter 248-56 Water System
Coordination Act—Procedural Regulations. Companion provisions address the community's
need for fire-protection in Chapter 248-57 Water System Coordination Act—Fire Flow
Regulations. While the CWSP should consider water infrastructure needs over a 50-year
planning horizon, it must meet a minimum 20-year planning horizon. As more fully set forth in
the October 23, 2023 and January 16, 2024 BoCC agenda requests on the CWSP topic, the
Jefferson County Public Utility District No. 1 (PUD) continues to identify water supply
problems related to uncoordinated planning, inadequate water quality or unreliable service, in
part, due to the failure to update the CWSP.
To prepare a CWSP White Paper with Preliminary Analysis and Outline, a scope of work was
developed with the assistance of a water planning team consisting of county staff and
considering water purveyors, the Washington State Department of Health, and Jefferson
County Environmental Public Health. The process to produce a new or updated CWSP
requires that the Water Utility Coordinating Committee (WUCC) convene to review and
recommend a draft CWSP to the BoCC. The CWSP White Paper with Preliminary Analysis
and Outline is among the efforts to produce a new or updated draft CWSP and includes
significant WUCC involvement. As shown in Step 7 of the Scope of Work associated with the
attached grant agreement, efforts to retain a consultant for the CWSP White Paper with
Preliminary Analysis and Outline work are immediate and ongoing.
On April 30, 2024, Jefferson County entered into professional services agreements with BERK
Consulting (with Cascadia Consulting as a sub-consultant)to assist with the 2025 Periodic
Update. Cascadia Consulting specializes in climate planning and will lead the planning process
to develop a new Resiliency Element for our Comprehensive Plan.
FISCAL IMPACT:
Jefferson County has been awarded$300,000. Of this, $175,000 will be used to develop the
Resiliency Element for the Comprehensive Plan update and $125,000 will be used to prepare a
Coordinated Water System Plan- White Paper with Preliminary Analysis and Outline.
Of the $300,000 awarded by Commerce, $265,900 will compensate BERK and Cascadia
consulting for resiliency work and the eventual consulting firm that will be brought under
contract for CWSP White Paper with Preliminary Analysis and Outline work. The remaining
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$34,100 will be used to cover staff time for grant management and public outreach. The CPG
does not require local match.
RECOMMENDATION:
DCD requests that the BoCC approve the Climate Planning Grant Agreement with the
Washington State Department of Commerce, attached.
REVIEWED BY:
/4145,44/
Mark McCauley,County Administrator Date
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CONTRACT REVIEW FORM Clear Form
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: Washington State Department of Commerce Contract No: 24-63610-127
Contract For: Climate Planning Grant I enn: Date of Execution-06/30/2025
COUNTY DEPARTMENT: Community Development
Contact Person: Chelsea Pronovost
Contact Phone: (360)379-4494
Contact email: CPronovost@co jefferson.wa us
AMOUNT: $300,000 PROCESS: I
I
Li Exempt from Bid Process
Revenue: $ 300 , 000 _ Cooperative Purchase
Expenditure: $ 3 0 0 , 0 0 0 Competitive Sealed Bid
Matching Funds Required: _ Small Works Roster
Sources(s) of Matching Funds Vendor List Bid
Fund# n RFP or RFQ
Munis Org/Obj Other: Grant Award
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES CO L CE WITH JCC 3.55.080 AND CHAPTER 42.23 RCW.
CERTIFIED: ! I N/A:I I -+/l tp / z02-41.
Signature - Date
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL
AGENCY.
CERTIFIED: Ili N/A: ® 1//(01202)4
Signature Date
STEP 3: RISK MANAGEMENT REVIEW(will be added electronically through Laserfiche):
Electronically approved by Risk Management on 7/18/2024.
STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 7/18/2024.
State language - cannot change.
STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIRED).
STEP 6: CONTRACTOR SIGNS
STEP 7: SUBMIT TO BOCC FOR APPROVAL
440% Washington State
Department of
940 Commerce
Interagency Agreement with
Jefferson County
through
Growth Management Services
Contract Number:
24-63610-127
For
2023-2025 Climate Planning Grant
Dated: Date of Execution
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. ENSURE COORDINATED CLIMATE COMMITMENT ACT BRANDING 5
7. INSURANCE 6
8. FRAUD AND OTHER LOSS REPORTING 6
9. ORDER OF PRECEDENCE 6
GENERAL TERMS AND CONDITIONS 7
1. DEFINITIONS 7
2. ALL WRITINGS CONTAINED HEREIN 7
3. AMENDMENTS 7
4. ASSIGNMENT 7
5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION 7
6. COPYRIGHT 8
7. DISPUTES 8
8. GOVERNING LAW AND VENUE 9
9. INDEMNIFICATION 9
10. LICENSING,ACCREDITATION AND REGISTRATION 9
11. RECAPTURE 9
12. RECORDS MAINTENANCE 9
13. SAVINGS 9
14. SEVERABILITY 9
15. SUBCONTRACTING 10
16. SURVIVAL 10
17. TERMINATION FOR CAUSE 10
18. TERMINATION FOR CONVENIENCE 10
19. TERMINATION PROCEDURES 10
20. TREATMENT OF ASSETS 11
21. WAIVER 12
ATTACHMENT A:SCOPE OF WORK 13
ATTACHMENT B:BUDGET 16
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Face Sheet
Contract Number: 24-63610-127
Local Government Division
Growth Management Services
2023-2025 Climate Planning Grant
1. Contractor 2. Contractor Doing Business As(as applicable)
Jefferson County N/A
PO Box 1220
Port Townsend,WA 98368
3.Contractor Representative 4.COMMERCE Representative
Josh D. Peters Noelle Madera PO Box 42525
Director, Department of Community Development Climate Operations Team Lead 1011 Plum St. SE
360-379-4450 509-818-1040 Olympia, WA 98504
ipetersCa)co.iefferson.wa.us noelle.madera@commerce.wa.gov
5.Contract Amount 6. Funding Source 7. Start Date 8. End Date
$300,000 Federal: ❑ State: ® Other: ❑ N/A: ❑ Date of Execution June 30, 2025
9. Federal Funds(as applicable) Federal Agency: ALN
N/A N/A N/A
10. Tax ID# 11. SWV# 12. UBI# 13. UEI#
N/A SWV0002430-15 161-001-169 N/A
14.Contract Purpose
For the development of the Growth Management Act(GMA) climate change and resiliency element requirements related to
the implementation of HB 1181 and climate related implementation activities.
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
Commissioner Kate Dean, Chair Mark K. Barkley, Assistant Director
Jefferson County Board of Commissioners Local Government Division
Date
Approved as to form only: Date
APPROVED AS TO FORM ONLY
July 18, 2024 BY ASSISTANT ATTORNEY GENERAL
Philip C. Hunsucker, Date APPROVAL ON FILE
Chief Civil Deputy Prosecuting Attorney
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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 three hundred thousand dollars ($300,000), for
the performance of all things necessary for or incidental to the performance of work under this
Contract as set forth in the attached Scope of Work and Budget.
4. BILLING PROCEDURES AND PAYMENT
COMMERCE will pay Contractor upon acceptance of services provided and receipt of properly
completed invoices, which shall be submitted to the Representative for COMMERCE not more often
than monthly nor less than quarterly.
The invoices shall describe and document, to COMMERCE's satisfaction, a description of the work
performed, the progress of the project, and fees. The invoice shall include the Contract Number 24-
63610-127. A receipt must accompany any single expenses in the amount of$50.00 or more in order
to receive reimbursement.
Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after
receipt of properly completed invoices. Payment shall be sent to the address designated by the
Contractor.
COMMERCE may, in its sole discretion, terminate the Contract or withhold payments claimed by the
Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or
condition of this Contract.
No payments in advance or in anticipation of services or supplies to be provided under this Agreement
shall be made by COMMERCE.
Grant Start Date
COMMERCE will pay the Contractor for costs incurred beginning July 1, 2023, for services and
deliverables described under this Agreement.
State Fiscal Year Payments
COMMERCE will reimburse Contractor for State Fiscal Year 2024 (July 1, 2023-June 30, 2024), and
State Fiscal Year 2025 (July 1, 2024-June 30, 2025), based on the expenses incurred under this
Contract.
Invoices and End of Fiscal Year
Invoices are due at a minimum of June 15, 2024 and 2025, if not submitted at more frequent intervals.
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Final invoices for a state fiscal year may be due sooner than the 15th of June and Commerce will
provide notification of the end of fiscal year due date.
The Contractor must invoice for all expenses from the beginning of the contract through June 30,
regardless of the contract start and end date.
Duplication of Billed Costs
The Contractor shall not bill COMMERCE for services performed under this Agreement, and
COMMERCE shall not pay the Contractor, if the Contractor is entitled to payment or has been or will
be paid by any other source, including grants, for that service.
Disallowed Costs
The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its subcontractors.
Line Item Modification of Budget
A. Notwithstanding any other provision of this contract, the Contractor may, at its discretion, make
modifications to line items in the Budget, hereof, that will not increase the line item by more
than fifteen percent(15%).
B. The Contractor shall notify COMMERCE in writing (by email or regular mail) when proposing
any budget modification or modifications to a line item in the Budget (Attachments B) hereof,
that would increase the line item by more than fifteen percent(15%). Conversely, COMMERCE
may initiate the budget modification approval process if presented with a request for payment
under this contract that would cause one or more budget line items to exceed the 15 percent
(15%) threshold increase described above.
C. Any such budget modification or modifications as described above shall require the written
approval of COMMERCE(by email or regular mail), and such written approval shall amend the
Project Budget. Each party to this contract will retain and make any and all documents related
to such budget modifications a part of their respective contract file.
D. Nothing in this section shall be construed to permit an increase in the amount of funds available
for the Project,as set forth in Section 3 of this contract, nor does this section allow any proposed
changes to the Scope of Work, include TasksNVork Items and Deliverables under Attachment
A, without specific written approval from COMMERCE by amendment to this contract.
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. ENSURE COORDINATED CLIMATE COMMITMENT ACT BRANDING
COMMERCE received funding from Washington's Climate Commitment Act (CCA). To strengthen
public awareness of how CCA funding is used, the Office of the Governor is directing state agencies
that administer funding or manage a CCA-supported program to ensure consistent branding and
funding acknowledgments are used in all communications and included in funding agreements and
contracts. The "Climate Commitment Act" logo and funding acknowledgment make it easy for
consumers and the public to see how the state is using CCA funds to reduce climate pollution, create
jobs, and improve public health and the environment, particularly for low-income and overburdened
populations.
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The following provisions apply to all contractors, subcontractors, service providers and others who
assist CONTRACTOR in implementing the climate planning grant.
Logo requirements. The CCA logo must be used in the following circumstances, consistent
with the branding guidelines posted at climate wa.govrbrandtoolkit.
• Any WA Department of Commerce climate planning grant website or webpage that
includes logos from other funding partners.
• Any WA Department of Commerce climate planning grant media or public
information materials that include logos from other funding partners.
Funding source acknowledgement. This standard funding language must be used on websites
and included in announcements, press releases and publications used for media-related
activities, publicity and public outreach.
"The WA Department of Commerce climate planning grant is supported with funding from
Washington's Climate Commitment Act. The CCA supports Washington's climate action efforts
by putting cap-and-invest dollars to work reducing climate pollution, creating jobs, and
improving public health. Information about the CCA is available at www.climate.wa.gov."
7. INSURANCE
Each party certifies that it is self-insured under the State's or local government self-insurance liability
program, and shall be responsible for losses for which it is found liable.
8. FRAUD AND OTHER LOSS REPORTING
Contractor shall report in writing all known or suspected fraud or other loss of any funds or other
property furnished under this Contract immediately or as soon as practicable to the Commerce
Representative identified on the Face Sheet.
9. ORDER OF PRECEDENCE
In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving
precedence in the following order:
• Applicable federal and state of Washington statutes and regulations
• Special Terms and Conditions
• General Terms and Conditions
• Attachment A—Scope of Work
• Attachment B—Budget
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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
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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
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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.
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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.
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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
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i
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.
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Vf t at l l f l 1C ri c
Attachment A: Scope of Work
Commerce Climate Description End Date
Guidance
(Section Steps,
Tasks, and
Deliverables)
Step 1 Hire Consultant
Task 1.1 Issue RFP 2/2024
Task 1.2 Retain consultant under contract 5/2024
Step 2 Initialize Project, Engage Climate Action Committee
Task 2.1 Engage Jefferson County and City of Port Townsend 6/2024
joint Climate Action Committee (CAC), at June 25th
meeting, to serve as advisory committee
Task 2.2 Conduct (4)four, 2-hour facilitated virtual meetings 10/2024
with CAC work group and other stakeholders at key
decision points in planning process
Task 2.3 Complete Community Engagement Plan for this 11/2024
project
Step 3 Summarize Climate Impacts Identified in Jefferson
County Sea Level Rise Study
Task 3.1 Identify community assets 8/2024
Task 3.2 Describe hazards and changes in the climate 8/2024
Task 3.3 Pair assets and hazards and describe exposure and 8/2024
consequences
Task 3.4 Identify priority climate hazards 8/2024
Deliverable 1 Memo presenting Community Engagement Plan 12 /2024
and Summary of Climate Impacts
Step 4 Audit Plans and Policies
Task 4.1 Conduct and prepare gap analysis between HB 8/2024
1181/Commerce Guidance and the following existing
documents:
2011 Port Townsend/Jefferson County Climate Action
Plan,
Page 13 of 16
0 NtdGefk,hi(a , ;tale
Commerce
2015 North Olympic Development Council (NODC)
Climate Preparedness Plan for the North Olympic
Peninsula, 1
2017 Port Townsend/Jefferson County Hazard
Mitigation Plan (update in process),
2022 NODC Climate Action Toolkit,
2023 Jefferson County Sea Level Rise Study, and
2023 Community Wildfire Protection Plan (preparation
in process)
Task 4.2 Present gap analysis to Climate Action Committee; 10/2024
seek feedback and input
Deliverable 2 Final Draft Gap Analysis Memo 11/2024
Step 5 Update Vulnerability and Risk Assessment
Task 5.1 Based on gap analysis and existing documents, 12/2024
determine additional vulnerability and risk assessment
needed
Task 5.2 Update sensitivity if needed 1/2025
Task 5.3 Update adaptive capacity if needed 1/2025
Task 5.4 Update vulnerability if needed 1/2025
Task 5.5 Update risk if needed 1/2025
Task 5.6 Prepare an updated Vulnerability and Risk 1/2025
Assessment
Task 5.7 Present Vulnerability and Risk Assessment to Climate III 2/2025
Action Committee; seek feedback and input
Deliverable 3 Final Draft Vulnerability and Risk Assessment 3/2025
Step 6 Comprehensive Plan Goals and Policies
Task 6.1 Develop goals for Resiliency Element 2/2025
Task 6.2 Develop policies for Resiliency Element 2/2025
Task 6.3 Present Draft Goals and Policies to Climate Action 3/2025
Committee; seek feedback and input
Task 6.4 Include Goals and Policies into County's Draft 2025 5/2025
Comprehensive Plan Periodic Update
Deliverable 4 Final Draft Resiliency Goals and Policies 6/2025
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ai
a
Commerce Climate Description End Date
Guidance
(Section Steps,
Tasks, and
Deliverables) _
Step 7 Develop CWSP White Paper with preliminary analysis
and outline for Jefferson County
Task 7.1 Integrate climate planning deliverables into draft RFP 6/2024
Task 7.2 Publish RFP 7/2024
Task 7.3 Hire Consultant 8/2024
Task 7.4 Retain consultant under contract/finalize agenda 9/2024
request and professional services agreement after
interview selection process
Task 7.5 Engage Water Utility Coordinating Committee 10/2024
(WUCC) and hold kick-off with selected consultant.
Task 7.6 WUCC will complete Community Engagement Plan 12/2024
for this effort
Task 7.7 Identify the CWSP quality, supply, and data 1/2025
considerations specific to climate change
Task 7.8 Conduct (3) three, 2-hour facilitated meetings with 3/2025
WUCC and key stakeholders
Deliverable 5 CWSP White Paper with preliminary analysis and 6/2025
outline
Page 15 of 16
Attachment B: Budget
Deliverables T Commerce Grant
Funds
Deliverable 1 Memo presenting Community Engagement Plan and $39,210
Summary of Climate Impacts
Deliverable 2: Final Draft Gap Analysis Memo $38,740
Deliverable 3: Final Draft Vulnerability and Risk Assessment $39,140
Deliverable 4: Final Draft Resiliency Goals and Policies $57,910
Deliverable 5: CWSP White Paper with preliminary analysis and $125,000
outline
Total: $300,000
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