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Professional Services Agreement
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PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MEDINA AND SCJ ALLIANCE
THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is entered into
by and between the City of Medina, Washington, a municipal corporation (the “City”) and Shea,
Carr & Jewell, Inc. a Washington corporation doing business as “SCJ Alliance”, located and doing
business at 8730 Tallon Ln. NE, Ste. 200, Lacey, WA, 98516-6609 (hereinafter, the “Consultant”).
The City and the Consultant are sometimes referred to individually as a “Party” and collectively as
the “Parties.”
RECITALS:
WHEREAS, the City desires to have certain work performed; and
WHEREAS, the City has selected the Consultant to perform such services pursuant to
certain terms and conditions as set forth herein; and
NOW, THEREFORE, in consideration of the mutual benefits and conditions set forth
below, the Parties agree as follows:
AGREEMENT:
1. Scope of Services to be Performed by Consultant.
The Consultant shall perform those services described on Exhibit A of this Agreement,
which is attached hereto and incorporated herein by this reference as if set forth in full. Additional
work may be assigned by the City; however, this Agreement does not obligate the City to assign
additional work to the Consultant. In performing such services, the Consultant shall at all times
comply with all federal, state, and local statutes, rules and ordinances applicable to the performance
of such services and the handling of any funds used in connection therewith. The Consultant shall
perform the services diligently and completely and in accordance with professional standards of
conduct and performance. The Consultant shall request and obtain prior written approval from the
City if the scope is to be modified in any way.
The work described in Exhibit A is funded, in whole or in part, with a grant from the
Washington State Department of Commerce (“Funding Agency”). In order to receive this grant, the
City was required to enter into a Grant Agreement with the funding agency (hereinafter “Grant
Agreement”). The Grant Agreement contains specific provisions for procedures and standards that
must be met in order to obtain the full grant funds. The Consultant understands that the City entered
into the Grant Agreement, a copy of which is attached to this Agreement as Exhibit C and
incorporated herein as if set forth in full. The Consultant shall perform its services in compliance
with the requirements contained in the Grant Agreement, and shall perform its services
expeditiously in accordance with a professional standard of care with respect to the deadlines
required by the Funding Agency. In the event of conflicts between this Agreement and the Grant
Agreement, this Agreement shall take precedence.
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2. Compensation and Method of Payment.
The City shall pay the Consultant for services rendered according to the rates set forth in
Exhibit B, which rates shall remain fixed for the duration of this Agreement. The maximum amount
that is payable under this Agreement shall be up to fifty-thousand dollars ($50,000) for 2024 and an
additional amount up to fifty-thousand dollars ($50,000) for 2025. The Consultant shall submit to
the City a voucher or invoice for services rendered. The City shall pay the Consultant for services
rendered within ten (10) days after City Council voucher approval. However, if the City objects to
all or any portion of an invoice, it shall notify Consultant and reserves the option to only pay that
portion of the invoice not in dispute. In that event, the Parties will immediately make every effort
to settle the disputed portion. No payment shall be made for any service rendered by the Consultant
except for services identified and set forth in this Agreement.
3. Duration of Agreement. This Agreement shall be in full force and effect for a period
commencing on the date the last Party executes this Agreement and ending June 30, 2025, unless
sooner terminated under the provisions of this Agreement or extended by mutual agreement of the
Parties. Time is of the essence of this Agreement in each and all of its provisions in which
performance is required. Both parties waive against each other any consequential damages.
4. Ownership and Use of Documents.
A. Ownership. Any records, files, documents, drawings, specifications, data, or
information, regardless of form or format, and all other materials produced by the Consultant
in connection with the services provided to the City, shall be the property of the City whether
the project for which they were created is executed or not. Any reuse of documents by the
City for another project shall be without liability to the Consultant.
B. Records preservation. Consultant understands that this Agreement is with a
government agency and thus all records created or used in the course of Consultant’s work
for the City are considered “public records” and may be subject to disclosure by the City
under the Public Records Act, Chapter 42.56 RCW (“the Act”). Consultant agrees to
safeguard and preserve records in accordance with the Act. The City may be required, upon
request, to disclose the Agreement, and the documents and records submitted to the City by
Consultant, unless an exemption under the Public Records Act applies. If the City receives
a public records request and asks Consultant to search its files for responsive records,
Consultant agrees to make a prompt and thorough search through its files for responsive
records and to promptly turn over any responsive records to the City’s public records officer.
5. Independent Consultant. The Parties intend that an independent contractor-client
relationship will be created by this Agreement. As the Consultant is customarily engaged in an
independently established trade which encompasses the specific service provided to the City
hereunder, no agent, employee, representative or sub-consultant of the Consultant shall be or shall
be deemed to be the employee, agent, representative or sub-consultant of the City. In the
performance of the work, the Consultant is an independent contractor with the ability to control and
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direct the performance and details of the work, the City being interested only in the results obtained
under this Agreement. None of the benefits provided by the City to its employees, including, but
not limited to, compensation, insurance, and unemployment insurance are available from the City
to the employees, agents, representatives, or sub-consultants of the Consultant. 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 the Consultant, or any employee of the Consultant. The Consultant will be
solely and entirely responsible for its acts and for the acts of its agents, employees, representatives,
and sub-consultants during the performance of this Agreement. The City may, during the term of
this Agreement, engage other independent contractors to perform the same or similar work that the
Consultant performs hereunder.
6. Indemnification. Consultant shall defend, indemnify, and hold the City, its officers,
officials, employees, agents, and volunteers harmless from any and all claims, injuries, damages,
losses or suits including attorneys’ fees brought against the City, arising out of or resulting from the
negligent acts, errors or omissions of the Consultant in performance of this Agreement, except for
injuries and damages caused by the sole negligence of the City.
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 Consultant and the City, its
officers, officials, employees, and volunteers, the Consultant’s liability, including the duty and cost
to defend, hereunder shall be only to the extent of the Consultant’s negligence.
It is further specifically and expressly understood that the indemnification provided herein
constitutes the Consultant’s waiver of immunity under Industrial Insurance, Title 51 RCW, solely
for the purposes of this indemnification. This waiver has been mutually negotiated by the Parties.
The provisions of this section shall survive the expiration or termination of this Agreement.
7. Insurance. The Consultant shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Consultant, its agents,
representatives, or employees.
A. Minimum Scope of Insurance. Consultant shall obtain insurance of the types
described below:
i. Automobile Liability insurance covering all owned, non-owned, hired and
leased vehicles. Coverage shall be written on Insurance Services Office (ISO)
form CA 00 01 or a substitute form providing equivalent liability coverage.
If necessary, the policy shall be endorsed to provide contractual liability
coverage.
ii. Commercial General Liability insurance shall be written on ISO occurrence
form CG 00 01 and shall cover liability arising from premises, operations,
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independent Consultants and personal injury and advertising injury. The City
shall be named as an insured under the Consultant’s Commercial General
Liability insurance policy with respect to the work performed for the City.
iii. Workers’ Compensation coverage as required by the Industrial Insurance
laws of the State of Washington.
iv. Professional Liability insurance appropriate to the Consultant’s profession.
B. Minimum Amounts of Insurance. Consultant shall maintain the following
insurance limits:
i. Automobile Liability insurance with a minimum combined single
limit for bodily injury and property damage of $1,000,000 per
accident.
ii. Commercial General Liability insurance shall be written with limits
no less than $1,000,000 each occurrence, $2,000,000 general
aggregate.
iii. Professional Liability insurance shall be written with limits no less
than $1,000,000 per claim and $1,000,000 policy aggregate limit.
C. Other Insurance Provision. The Consultant’s Automobile Liability and
Commercial General Liability insurance policies are to contain, or be endorsed to contain,
that they shall be primary insurance as respect the City. Any Insurance, self-insurance, or
insurance pool coverage maintained by the City shall be excess of the Consultant’s insurance
and shall not contribute with it.
D. Acceptability of Insurers. Insurance is to be placed with insurers with a current
A.M. Best rating of not less than A-VII.
E. Verification of Coverage. The Consultant shall furnish the City with original
certificates and a copy of the amendatory endorsements, including but not necessarily
limited to the additional insured endorsement, evidencing the insurance requirements of the
Consultant before commencement of the work. At the City’s discretion, the verification
described above may be attached to this Agreement as Exhibit D.
F. Notice of Cancellation. The Consultant shall provide the City with written notice
of any policy cancellation, within two business days of their receipt of such notice.
G. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain
the insurance as required shall constitute a material breach of contract, upon which the City
may, after giving five business days’ notice to the Consultant to correct the breach,
immediately terminate the contract or, at its discretion, procure or renew such insurance and
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pay any and all premiums in connection therewith, with any sums so expended to be repaid
to the City on demand, or at the sole discretion of the City, offset against funds due the
Consultant from the City.
H. No Limitation. Consultant’s maintenance of insurance as required by this
Agreement shall not be construed to limit the liability of the Consultant to the coverage
provided by such insurance, or otherwise limit the City’s recourse to any remedy available
at law or in equity.
8. Record Keeping and Reporting.
A. The Consultant shall maintain accounts and records, including
personnel, property, financial, and programmatic records, which sufficiently and
properly reflect all direct and indirect costs of any nature expended and services
performed pursuant to this Agreement. The Consultant shall also maintain such other
records as may be deemed necessary by the City to ensure proper accounting of all
funds contributed by the City to the performance of this Agreement.
B. The foregoing records shall be maintained for a period of seven (7)
years after termination of this Agreement unless permission to destroy them is
granted by the Office of the Archivist in accordance with Chapter 40.14 RCW and
by the City.
9. City’s Right of Inspection and Audit.
A. Even though the Consultant is an independent contractor with the
authority to control and direct the performance and details of the work authorized
under this Agreement, the work must meet the approval of the City and shall be
subject to the City’s general right of inspection to secure the satisfactory completion
thereof. The Consultant agrees to comply with all federal, state, and municipal laws,
rules, and regulations that are now effective or become applicable within the terms
of this Agreement to the Consultant’s business, equipment, and personnel engaged
in operations covered by this Agreement or accruing out of the performance of such
operations.
B. The records and documents with respect to all matters covered by this
Agreement shall be subject at all times to inspection, review or audit by the City
during the performance of this Agreement. All work products, data, studies,
worksheets, models, reports, and other materials in support of the performance of the
service, work products, or outcomes fulfilling the contractual obligations are the
products of the City.
10. Consultant to Maintain Records to Support Independent Contractor Status. On
the effective date of this Agreement (or shortly thereafter), the Consultant shall comply with all
federal and state laws applicable to independent contractors including, but not limited to the
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maintenance of a separate set of books and records that reflect all items of income and expenses of
the Consultant’s business, pursuant to the Revised Code of Washington (RCW) Section 51.08.195,
as required to show that the services performed by the Consultant under this Agreement shall not
give rise to an employer-employee relationship between the Parties which is subject to RCW Title
51, Industrial Insurance.
11. Work Performed at the Consultant’s Risk. The Consultant shall take all
precautions necessary and shall be responsible for the safety of its employees, agents, and sub-
consultants in the performance of the work hereunder and shall utilize all protection necessary for
that purpose. All work shall be done at the Consultant’s own risk, and the Consultant shall be
responsible for any loss of or damage to materials, tools, or other articles used or held by the
Consultant for use in connection with the work.
12. Termination.
A. The City reserves the right to terminate or suspend this Agreement at any
time, with or without cause, upon seven (7) days’ prior written notice. In the event of
termination or suspension, all finished or unfinished documents, data, studies, worksheets,
models, reports, or other materials prepared by the Consultant pursuant to this Agreement
shall promptly be submitted to the City.
B. In the event this Agreement is terminated or suspended by the City, the
Consultant shall be entitled to payment for all services performed and reimbursable expenses
incurred to the date of termination.
C. This Agreement may be canceled by the City immediately if the Consultant’s
insurance coverage is canceled for any reason, or if the Consultant is unable to perform the
services called for by this Agreement, or if the key professionals providing the services are
no longer able to provide services to the City under this Agreement, or if Consultant fails to
comply with any other provisions of this Agreement, and the Consultant fails to correct such
noncompliance within five (5) business days’ of written notice from the City to correct such
breach.
D. The Consultant reserves the right to terminate this Agreement with not less
than fourteen (14) days written notice, or in the event that outstanding invoices are not paid
by the City within sixty (60) days.
E. This provision shall not prevent the City from seeking any legal remedies it
may otherwise have for the violation or nonperformance of any provisions of this
Agreement.
13. Force Majeure. Notwithstanding anything to the contrary in this Agreement, any
prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, acts of war,
terrorist acts, inability to obtain services, labor, or materials or reasonable substitutes therefor,
governmental actions, governmental laws, regulations or restrictions, civil commotions, Casualty,
actual or threatened public health emergency (including, without limitation, epidemic, pandemic,
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famine, disease, plague, quarantine, and other significant public health risk), governmental edicts,
actions, declarations or quarantines by a governmental entity or health organization, breaches in
cybersecurity, and other causes beyond the reasonable control of the Party obligated to perform,
regardless of whether such other causes are (i) foreseeable or unforeseeable or (ii) related to the
specifically enumerated events in this paragraph (collectively, a "Force Majeure"), shall excuse the
performance of such Party for a period equal to any such prevention, delay or stoppage. To the
extent this Agreement specifies a time period for performance of an obligation of either Party, that
time period shall be extended by the period of any delay in such Party’s performance caused by a
Force Majeure. Provided, however, that the current COVID-19 pandemic shall not be considered a
Force Majeure unless constraints on a Party’s performance that result from the pandemic become
substantially more onerous after the effective date of this Agreement. In order to claim Force
Majeure, the Party claiming must provide notice to the other Party within fourteen (14) days of the
event which constitutes Force Majeure, or such claim shall be waived for any period in which notice
was due.
14. Discrimination Prohibited. The Consultant shall not discriminate against any
employee, applicant for employment, or any person seeking the services of the Consultant under
this Agreement, on the basis of race, color, religion, creed, sex, sexual orientation, age, national
origin, marital status, presence of any sensory, mental or physical disability, or other circumstance
prohibited by federal, State or local law or ordinance, except for a bona fide occupational
qualification.
15. Assignment and Subcontract. The Consultant shall not assign or subcontract any
portion of the services contemplated by this Agreement without the prior written consent of the City.
The City reserves the right to reject, without cause, any such assignment. Any assignment made
without the prior approval of the City is void.
16. Conflict of Interest. The Consultant represents to the City that it has no conflict of
interest in performing any of the services set forth in Exhibit A. In the event that the Consultant is
asked to perform services for a project with which it may have a conflict, Consultant will
immediately disclose such conflict to the City.
17. Confidentiality. All information regarding the City obtained by the Consultant in
performance of this Agreement shall be considered confidential unless withholding such
information would violate the law, create the risk of significant harm to the public or prevent the
Consultant from establishing a claim or defense in an adjudicatory proceeding. Breach of
confidentiality by the Consultant shall be grounds for immediate termination.
18. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated
for payment under this Agreement for any future fiscal period, the City will so notify the Consultant
and shall not be obligated to make payments for services or amounts incurred after the end of the
current fiscal period. This Agreement will terminate upon the completion of all remaining services
for which funds are allocated. No penalty or expense shall accrue to the City in the event that the
terms of the provision are effectuated.
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19. Employment of State Retirees. The City is a “DRS-covered employer” which is an
organization that employs one or more members of any retirement system administered by the
Washington State Department of Retirement Systems (DRS). Pursuant to RCW 41.50.139(1) and
WAC 415-02-325(1), the City is required to elicit on a written form if any of the Consultant’s
employees providing services to the City retired using the 2008 Early Retirement Factors (ERFs),
or if the Consultant is owned by an individual who retired using the 2008 ERFs, and whether the
nature of the service and compensation would result in a retirement benefit being suspended. Failure
to make this determination exposes the City to significant liability for pension overpayments. As a
result, before commencing work under this Agreement, Consultant shall determine whether any of
its employees providing services to the City or any of the Consultant’s owners retired using the 2008
ERFs, and shall immediately notify the City and shall promptly complete the form provided by the
City after this notification is made. This notification to DRS could impact the payment of retirement
benefits to employees and owners of Consultant. Consultant shall indemnify, defend, and hold
harmless the City from any and all claims, damages, or other liability, including attorneys’ fees and
costs, relating to a claim by DRS of a pension overpayment caused by or resulting from Consultant’s
failure to comply with the terms of this provision. This provision shall survive termination of this
Agreement.
20. Entire Agreement. This Agreement contains the entire agreement between the
Parties, and no other agreements, oral or otherwise, regarding the subject matter of this Agreement
shall be deemed to exist or bind either of the Parties. If there is a conflict between the terms and
conditions of this Agreement and the attached exhibit, then the terms and conditions of this
Agreement shall prevail over the exhibit. Either Party may request changes to the Agreement.
Changes which are mutually agreed upon shall be incorporated by written amendments to this
Agreement.
21. Notices. All notices or other communications required or permitted under this
Agreement shall be in writing and shall be (a) personally delivered, in which case the notice or
communication shall be deemed given on the date of receipt at the office of the addressee; (b) sent
by registered or certified mail, postage prepaid, return receipt requested, in which case the notice or
communication shall be deemed given three (3) business days after the date of deposit in the United
States mail; or (c) sent by overnight delivery using a nationally recognized overnight courier service,
in which case the notice or communication shall be deemed given one business day after the date of
deposit with such courier. In addition, all notices shall also be emailed, however, email does not
substitute for an official notice. Notices shall be sent to the following addresses:
Notices to the City of Medina shall be sent to the following address:
Steven R. Wilcox
Development Services Director
PO Box 144
Medina, Washington 98039
swilcox@medina-wa.gov
425-233-6409
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With a copy to the City Clerk at the same address.
Notices to the Consultant shall be sent to the following address:
SCJ Alliance
Attn. Kirsten Peterson, Senior Project Manage
8730 Tallon Ln. NE, Ste, 200
Lacey, WA, 98516-6609
Email: kirsten.peterson@scjalliance.com
Phone: 360.352.1465
22. Applicable Law; Venue; Attorneys’ Fees. This Agreement shall be governed by
and construed in accordance with the laws of the State of Washington. In the event any suit,
arbitration or other proceeding is instituted to enforce any term of this Agreement, the Parties
specifically understand and agree that venue shall be exclusively in King County, Washington. The
prevailing party in any such action shall be entitled to its attorneys’ fees and costs of suit, which
shall be fixed by the judge hearing the case and such fee shall be included in the judgment.
23. Compliance with Laws. The Consultant agrees to comply with all federal, state, and
municipal laws, rules, and regulations that are now effective or in the future become applicable to
Consultant’s business, equipment, and personnel engaged in operations covered by this Agreement
or accruing out of the performance of those operations.
24. Authorized Signatures. By their signatures below, each Party represents that they
are fully authorized to sign for and on behalf of the named principal above.
25. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall constitute an original, and all of which will together constitute this one
Agreement.
26. Severability. Any provision or part of this Agreement held to be void or
unenforceable under any law or regulation shall be deemed stricken and all remaining provisions
shall continue to be valid and binding upon the City and the Consultant, who agree that the
Agreement shall be reformed to replace such stricken provision or part with a valid and enforceable
provision that comes as close as reasonably possible to expressing the intent of the stricken
provision.
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IN WITNESS WHEREOF, the City and the Consultant have executed this Agreement as of
the dates listed below.
CITY OF MEDINA CONSULTANT
Stephen R. Burns Name: ______________________________
City Manager Title: ______________________________
Date: _________________________ Date: ______________________________
ATTEST
Aimee Kellerman
City Clerk
APPROVED AS TO FORM
Jennifer S. Robertson, City Attorney
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Principal
Scott Sawyer
9/13/20249/13/2024
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EXHIBIT A
1. Scope of Services dated August 23, 2024 (4 pages)
2. City of Medina RFQ (2 pages)
3. Follow up answers from SCJ Alliance dated August 9, 2024 (4 pages)
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CITY OF MEDINA
REQUEST FOR QUALIFICATIONS (RFQ)
The City of Medina, Washington is soliciting statements of qualifications from professional firms
or individuals (“consultant”) to provide services associated with the Middle Housing Land Use
Code Update supporting the City of Medina’s Planning section of the Development Services
Department. This is a need for professional planning and public engagement services running
from July 2024 through June 2025 with final adoption of the Middle Housing Land Use Code
Update required by June 30, 2025. RFQ’s need to be received no later than 4:00 pm (close
of business) on Friday, July 12, 2024, to be considered.
The consultant will work under the general direction of the Planning Manager and will serve as
technical project support for this project. Services requested will be related to the Middle Housing
Land Use Code Update and public engagement for the project. The City Council is in the process
of adopting the Middle Housing Public Engagement and Communication Plan which is a working
document that describes the goals, objectives, activities, and timeline for community
engagement conducted for the Middle Housing Land Use Code Update. The City has obtained
a Department of Commerce Middle Housing Grant which also includes milestones for this
project. The Middle Housing Land Use Code Update will include:
• Implementation of the Public Engagement and Communication Plan (with revisions as
appropriate as the project unfolds).
• Educating the public, policy makers, and stakeholders regarding the legal requirements
for adoption of middle housing and options for compliance with the same.
• Working with stakeholder groups as part of the process.
• Meeting deadlines under State law and the Commerce Grant Agreement for the project
and engagement activities.
• Preparation of a summary of similar work by benchmark cities to create a shared
understanding of options the City of Medina may consider as part of the Middle Housing
Land Use Code Update.
• Engaging with and presenting to the Planning Commission, Development Services
Committee, City Council and other groups regarding the Middle Housing Land Use Code
Update, draft land use plan, and other documents.
• Updating the Middle Housing webpage to keep the public informed as to the status of this
update.
• Preparation of other communications consistent with the Public Engagement and
Communication Plan.
The quantity of work, and the work type will depend upon the qualifications of the consultant.
The planning professional consultant will be asked to perform technical and administrative work
associated with the tasks assigned. There is a likelihood for participation with, and presentations
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to, the Planning Commission, Development Services Committee and City Council. Open houses
and other public forums will likely occur which will require consultant support and participation.
The Development Services Director has the final authority to decide on the consultant hiring
which will then be approved by the City Manager. Medina uses a standardized professional
services contract. Any questions should be directed to Jonathan Kesler, AICP, Planning
Manager, at (425) 233-6416 or email jkesler@medina-wa.gov .
Please submit your Statement of Qualifications to:
Jonathan Kesler, AICP
Planning Manager
City of Medina
501 Evergreen Point Rd.
Medina, WA 98039
jkesler@medina-wa.gov
RFQ’s are to be received no later than 4:00 pm on Friday, July 12, 2024.
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8730 Tallon Lane NE, Suite 200 Lacey, WA 98516 Office 360.352.1465 Fax 360.352.1509 scjalliance.com
August 8, 2024
City of Medina
Attn: Planning Manager, Jonthan Kesler
Re: City of Medina Middle Housing RFQ, Follow-up Questions for Applicants
1. The project budget for this work is $50,000 with a potential increase in 2025 of up to
$100,000. How will you use your team and the city staff to manage the project to ensure it
comes in within the budgeted resources? To that end, what is your confidence i n successfully
implementing your work within the $50,000 initial budget? What is your confidence in
successfully implementing your work within the $100,000 potential expanded budget?
It is SCJ’s understanding that we will work with Medina to negotiate a clear and measured
scope of work with specific deadlines and schedules attached , and which both the consultant
and the city will both work towards in good faith with one another.
If given a budget of $50,000, we will create a schedule outlining the work of both City staff and
SCJ staff. SCJ staff is confident that we can achieve the portions of work selected to conduct
within the timeframe. That said, $50,000 will limit the amount of work that can be taken on by
SCJ. We will hold discussions about the priorities of the City. Would Medina like more
assistance with developing public outreach materials and running meetings? Or would Medina
prefer to facilitate the public meetings and request that SCJ write missing middle code
language? That said, if given a $100,000 budget, SCJ would be able to provide more assistance
in all categories of work that needs to be completed.
Regardless of the budget size SCJ will complete the work that is agreed upon, within the
required timeframe. Within our RFQ submission we outlined a team of five employees who
would be dedicated to the project. However, in the event that we were to lose a team
member, we have an additional employee base of planners to pull from with a team of 27
planners within the Lacey, Seattle and Spokane offices.
2. What are your expectations in terms of scope of work and project process in working with the
City’s Planning Manager and City Attorney? In other words, how do you see the breakdown
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of responsibilities and collaboration between you as the consultant and the City’s permanent
staff?
SCJ will assign a project manager to facilitate communication with the City. For this project,
Kirsten Peterson will take on that role. In a kick-off meeting with the City, we would ask for
points of contact with whom to communicate on the City’s side, but we do envision the
following roles with City staff:
• City Planning Manager, City Manager and City Attorney
o City Planning Manager will be a key contact, and it is assumed that this individual
may be assigned as a main point of contact with SCJ and for disseminating
information to other city staff, the planning commission, development review
committee and other groups as necessary.
o City Manager will be a critical stakeholder as tasked with implementing the code and
assigning staff to lead sections such as public works director and planning manager .
This voice and buy off on the code is important. Key tasks include attendance at key
meetings, timely review and feedback on engagement, education, and code draft.
o City Attorney will need to review for legality, other Medina codes outside of this
scope, as well as ordinance and adoption procedures
In order to ensure completion of the agreed upon scope of work, SCJ will manage the timeline
of the project, with regular check-in meetings, meeting notes, and deliverable deadlines. SCJ
will collaborate with City staff as requested, but will only reach out to the named points of
contact, or as otherwise requested.
SCJ acknowledges that the outcome of public meetings and discussion cannot be determined in
advance and we will be flexible with our schedule if the need arises. However, adoption of the
future code will be up to the elected officials.
3. How will you balance public engagement with technical project support in terms of achieving
the deadlines for adoption of the ordinance while complying with the grant -required public
outreach?
The balance of work will be determined during the scoping exercise that will take place if
selected. Depending on budget we can set a schedule of the meetings that need to take place,
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both with the city commission, city council, committed, and with other means of public
outreach.
4. Given that the ordinance must meet certain state mandates, how will you use the public
outreach process to educate the public about the options that the City does (and does not)
have in complying with the middle housing and ADU laws?
SCJ already has experience with, and an understanding of, the Middle Housing Mandates. We
have prepared materials that explain the State mandates but we would work with Medina to
provide SCJ with a deeper understanding of public sentiment in the community. We would
work together to determine which outreach activities would be most appropriate in your
unique community. For instance, would hands-on activities such as Missing Middle Monopoly
peak the interest of your community members, or would they prefer a standard online survey?
Whatever the way, SCJ recognizes that education is a critical component of this effort and our
approach would integrate education at all aspects of community engagement and touch points .
We would also work with you to create messaging that resonates with your community
members.
5. How will you assist in helping the City achieve the state -mandated deadlines?
SCJ will work with the City to adopt a calendar moving backwards from the required adoption
date. We would look to Medina for proposed dates of adoption dependent on the City Council
calendar, with a recommendation that the meeting date not be the last possible date before
the State deadline. This will allow for unforeseen circumstances with public participation or
requests from elected officials. Using the proposed City Council date for a public hearing we
would also select a Planning Commission hearing date, and determine the timing for which to
begin the 60-day Commerce review as well as the SEPA comment period. Continuing to move
backward we would determine how many months are available for public outreach, and which
events the City would like to participate in, or host, during this time frame. Electronic surveys
and information on websites can be populated simultaneously during this time frame.
6. How will you assist in ensuring that the ordinance that is ultimately adopted both meets state
mandates and also is tailored to the extent permitted to be specific to the development and
community expectations in Medina?
As described previously, SCJ will create materials that explain the State mandates and provide
opportunities for public education. During the effort SCJ will help explain which sections are
mandatory and where there is room for local discretion. Providing visuals both on paper and
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with the scaled housing units (used for Missing Middle Monopoly) allows for community
members to conceptualize the development that could potentially occur one day in the future
under the new mandates.
Regarding the final ordinance, SCJ will ensure that our deliverable does not diverge from the
State mandates. It will ultimately be at Council’s discretion to adopt the final ordinance.
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Updated Template (IBDR) - August 2024
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EXHIBIT B
Hourly Billing Rates of Service
(These rates will remain fixed for the duration of this Agreement)
Rates above are hourly rates which will be billed by the fraction of the hour expended.
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EXHIBIT C
Department of Commerce Middle Housing Grant Agreement (14 pages)
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Interagency Agreement with
City of Medina
through
Growth Management Services
Contract Number:
24-63336-126
For
Middle Housing Grant
Dated:
Date of Execution
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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 ..................................................................................................................... 5
1. DEFINITIONS.................................................................................................................................... 5
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 ..................................................................................................... 7
9. INDEMNIFICATION .......................................................................................................................... 7
10. LICENSING, ACCREDITATION AND REGISTRATION............................................................... 7
11. RECAPTURE ................................................................................................................................ 8
12. RECORDS MAINTENANCE ......................................................................................................... 8
13. SAVINGS ...................................................................................................................................... 8
14. SEVERABILITY ............................................................................................................................. 8
15. SUBCONTRACTING .................................................................................................................... 8
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 ................................................................................................................................. 14
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Face Sheet
Contract Number: 24-63336-126
Local Government Division Growth Management Services
Middle Housing Grants
1. Contractor 2. Regional Planner
City of Medina
501 Evergreen Point Road
Medina, WA - 98039
Lexine Long
Lexine.Long@commerce.wa.gov
3. Contractor Representative 4. COMMERCE Representative
Steven R. Wilcox
Director
425-233-6416
swilcox@medina-wa.gov
Anne Aurelia Fritzel
Housing Planning Manager
360-259-5216
Anne.Fritzel@commerce.wa.gov
1011 Plum Street SE
Olympia, WA 98504
5. Contract Amount 6. Funding Source 7. Start Date 8. End Date
$35,000 Federal: State: Other: N/A: Date of Execution June 30, 2025
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 0033652-00 601-140-641 N/A
14. Contract Purpose
For activities that support the preparation and adoption of policies and/or codes and other measures specific to implement
middle housing (RCW 36.70A.030(26)) by applicable statutory deadlines.
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
Stephen R. Burns, City Manager
City of Medina
Date
Mark K. Barkley, Assistant Director
Local Government Division
Date
APPROVED AS TO FORM ONLY
BY ASSISTANT ATTORNEY GENERAL
APPROVAL ON FILE
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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 $35,000 (thirty-five thousand dollars), 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 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 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-
63336-126.
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 Agr eement
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 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. Any payment made by COMMERCE
for costs that are determined to be duplicate, in Commerce’s sole determination, shall be subject to
recapture and may result in suspension or termination of this Contract.
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Disallowed Costs
The Contractor is responsible for an y 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.).
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
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.
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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
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 sha ll
immediately return to COMMERCE any Confidential Information that COMMERCE
reasonably determines has not been adequately protected by the Contractor against
unauthorized disclosure.
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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 Material s.
“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 non exclusive, 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 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.
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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, per sonnel 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.
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.
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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 c ontract.
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. I f
this Contract is so terminated, COMMERCE shall be liable only for payment required under the
terms of this Contract for services rendered or goods delivered prior to the effective date of
termination.
19. TERMINATION PROCEDURES
Upon termination of this contract, COMMERCE, in addition to any other rights provided in this
contract, may require the Contractor to deliver to COMMERCE any property specifically produced or
acquired for the performance of such part of this contract as has been terminated. The provisions of
the "Treatment of Assets" clause shall apply in such property transfer.
COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed
work and services accepted by COMMERCE, and the amount agreed upon by the Contractor and
COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially
completed work and services, (iii) other property or services that are accepted by COMMERCE, and
(iv) the protection and preservation of property, unless the termination is for default, in which case
the Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to
agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this
contract. COMMERCE may withhold from any amounts due the Contractor such sum as the
Authorized Representative determines to be necessary to protect COMMERCE against potential
loss or liability.
The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this contract.
After receipt of a notice of termination, and except as otherwise directed by the Authorized
Representative, the Contractor shall:
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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 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.
DocuSign Envelope ID: 92C54C7F-3AD7-4994-AB78-16D78ACA7324Docusign Envelope ID: E6753BF0-AC69-42F9-9DE0-BFC741DF654B
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21. WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent defau lt 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.
DocuSign Envelope ID: 92C54C7F-3AD7-4994-AB78-16D78ACA7324Docusign Envelope ID: E6753BF0-AC69-42F9-9DE0-BFC741DF654B
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Attachment A: Scope of Work
Grant Objective: To engage the public and implement HB 1110 in Medina.
Actions/Steps/
Deliverables
Description
Start Date End Date
Action 1 Middle Housing Public Engagement Plan Contract
Execution
June 28, 2024
Step 1.1 Develop public engagement plan May 1, 2024 June 28, 2024
Deliverable 1 Middle Housing Public Engagement Plan May 1, 2024 June 28, 2024
Action 2 Middle Housing Public Engagement Website Contract
Execution
June 28, 2024
Step 2.1 Prepare website content for the public related
to middle housing
July 2023 June 2024
Place Middle Housing materials on website July 2023 June 2024
Deliverable 2 Middle Housing informational materials on
website
May 1, 2024 June 28, 2024
Action 3 Prepare Draft Middle Housing Development
Regulations
October 2024 January 2025
Step 3.1 Planning Commission meetings to discuss the
draft development regulations
July 9, 2024 October 15,
2024
Step 3.2 Review middle housing regulations in other
jurisdictions along with Commerce’s Middle
Housing Ordinance
June 2024
(on-going)
December
2024 (on-
going)
Step 3.3 Draft Middle Housing development
regulations
July 9, 2024 January 13,
2024
Deliverable 3 Draft Middle Housing Ordinance June 24,
2024
January 31,
2025
Action 4 Adopt Middle Housing development
regulations
November11,
2024
June 10, 2025
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Page 13 of 14
Step 4.1 Transmit draft Middle Housing ordinance to
the State for State agency review (RCW
36.70A.106)
January 28,
2025
6/10/25
Step 4.2 Planning Commission Public Hearing March 25,
2025
6/10/25
Step 4.3 City Council consideration of Planning
Commission recommendation
April 14, 2025 6/10/25
Step 4.4 City Council adoption of Middle Housing
development regulations
May 12, 2025 6/10/25
Deliverable 4 Adopted Middle Housing Ordinance and
Public Engagement Summary (web stats,
public meetings, other engagement)
May 19, 2025
June 10, 2025
DocuSign Envelope ID: 92C54C7F-3AD7-4994-AB78-16D78ACA7324Docusign Envelope ID: E6753BF0-AC69-42F9-9DE0-BFC741DF654B
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Page 14 of 14
Attachment B: Budget
Grant Objective: To engage the public and implement HB 1110
in Medina.
Fiscal Year (FY) Commerce
Funds
Deliverable 1. Middle Housing Public Engagement Plan FY1 – June 28, 2024 $8,750
Deliverable 2. Middle Housing Informational Materials on
Website
FY1 – June 28, 2024 $8,750
Deliverable 3. Draft Middle Housing Ordinance FY2 – January 31, 2025 $8,750
Deliverable 4. Adopted Middle Housing Ordinance and Public
Engagement Summary
FY2 – June 10, 2025 $8,750
Contract Total: $35,000
Funds must be invoiced in the appropriate fiscal year (FY1 or FY2), or they may not be able to be paid.
Please be sure to invoice for all FY1 by June 15, 2024.
DocuSign Envelope ID: 92C54C7F-3AD7-4994-AB78-16D78ACA7324Docusign Envelope ID: E6753BF0-AC69-42F9-9DE0-BFC741DF654B
Certificate Of Completion
Envelope Id: E6753BF0AC6942F99DE0BFC741DF654B Status: Completed
Subject: Complete with Docusign: SCJ Alliance for Support Services Related to Middle Housing.pdf
Source Envelope:
Document Pages: 37 Signatures: 4 Envelope Originator:
Certificate Pages: 5 Initials: 0 Aimee Kellerman
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
501 Evergreen Road
Medina, WA 98039
akellerman@medina-wa.gov
IP Address: 146.129.245.86
Record Tracking
Status: Original
9/13/2024 12:32:37 PM
Holder: Aimee Kellerman
akellerman@medina-wa.gov
Location: DocuSign
Signer Events Signature Timestamp
Scott Sawyer
scott.sawyer@scjalliance.com
Principal
Principal
Security Level: Email, Account Authentication
(None)
Signature Adoption: Uploaded Signature Image
Using IP Address: 82.134.250.125
Signed using mobile
Sent: 9/13/2024 12:39:20 PM
Viewed: 9/13/2024 12:41:21 PM
Signed: 9/13/2024 12:41:48 PM
Electronic Record and Signature Disclosure:
Accepted: 9/13/2024 12:41:20 PM
ID: 515aaeb2-25c0-4ce8-bd00-234498a92804
Stephen R. Burns
sburns@medina-wa.gov
City Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 146.129.245.86
Sent: 9/13/2024 12:41:50 PM
Viewed: 9/13/2024 12:51:47 PM
Signed: 9/13/2024 12:51:53 PM
Electronic Record and Signature Disclosure:
Accepted: 9/13/2024 12:51:46 PM
ID: 3ab20315-aca2-4eed-8b21-28c5a0923d6d
Jennifer S. Robertson
jrobertson@insleebest.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 209.63.25.21
Sent: 9/13/2024 12:51:55 PM
Viewed: 9/13/2024 1:06:57 PM
Signed: 9/13/2024 1:07:05 PM
Electronic Record and Signature Disclosure:
Accepted: 3/21/2024 11:27:16 AM
ID: 4741b87c-004c-442b-bcc8-6191b237fec2
Aimee Kellerman
akellerman@medina-wa.gov
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 146.129.245.86
Sent: 9/13/2024 1:07:07 PM
Viewed: 9/13/2024 1:07:34 PM
Signed: 9/13/2024 1:07:48 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
jonathan Kesler
jkesler@medina-wa.gov
Security Level: Email, Account Authentication
(None)
Sent: 9/13/2024 1:07:50 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Steve Wilcox
swilcox@medina-wa.gov
Development Services Director
City of Medina
Security Level: Email, Account Authentication
(None)
Sent: 9/13/2024 1:07:51 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Kirsten Peterson
kirsten.peterson@scjalliance.com
Security Level: Email, Account Authentication
(None)
Sent: 9/13/2024 1:07:52 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 9/13/2024 12:39:20 PM
Certified Delivered Security Checked 9/13/2024 1:07:34 PM
Signing Complete Security Checked 9/13/2024 1:07:48 PM
Completed Security Checked 9/13/2024 1:07:52 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Medina (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through the DocuSign system.
Please read the information below carefully and thoroughly, and if you can access this
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Getting paper copies
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send you paper copies of any such documents from our office to you, you will be charged a
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If you decide to receive notices and disclosures from us electronically, you may at any time
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Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
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All notices and disclosures will be sent to you electronically
Electronic Record and Signature Disclosure created on: 1/30/2023 10:06:04 AM
Parties agreed to: Scott Sawyer, Stephen R. Burns, Jennifer S. Robertson
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
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How to contact City of Medina:
You may contact us to let us know of your changes as to how we may contact you electronically,
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available to you by City of Medina during the course of your relationship with City of
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