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2020/08/25 - Regular Packet
Pursuant to Proclamation by the Governor 20-28.8, in-person attendance to Commission meetings is temporarily prohibited. Our Commission meetings are live streamed at blip://masonwebtv.com/ and we will accept public comment via email diz@co.mason.wa.us; or mail to Commissioners Office, 411 North 5t" Street, Shelton, WA 98584; or call 360-427-9670 ext. 419. If you need to listen to the Commission meeting via your telephone, please provide your telephone number to the Commissioners'office no later than 4 p.m. the Friday before the meeting. BOARD OF MASON COUNTY COMMISSIONERS DRAFT MEETING AGENDA Commission Chambers—9:00 a.m. 411 North Fifth Street, Shelton WA 98584 August 25, 2020 1. Call to Order 2. Pledge of Allegiance 3. Roll Call 4. Correspondence and Organizational Business 4.1 Correspondence 4.2 Announcement of Reunification Parade—Judge Amber Finlay 4.3 News Release: Temporary Closures of MCRA Park for Irrigation System Replacement. Staff: Ross McDowell 5. Open Forum for Citizen Input In response to the COVID-19 outbreak we are suspending Citizen Input at this time. We will accept public comment via email—diz@co.mason.wa.us ; or mail to Commissioners Office, 411 North 5t' Street, Shelton, WA 98584; or call 360-427-9670 ext. 419. We will revisit this suspension on a weekly basis. 6. Adoption of Agenda Items appearing on the agenda after"Item 10. Public Hearings", may be acted upon before 9:15 a.m. 7. Approval of Minutes—August 4, 2020 regular meeting minutes 8. Approval of Action Agenda: All items listed under the"Action Agenda"may be enacted by one motion unless a Commissioner or citizen requests an item be removed from the Action Agenda and considered as a separate item. 8.1 Approval of the licensing agreement with Julota to complete LEAD grant requirements. 8.2 Approval for the Chair to sign the ERP Client Partnership Agreement with Tyler Technologies in order to use the County's financial system, Munis, to its fullest potential. Agendas are subject to change,please contact the Commissioners'office for most recent version. This agenda was last printed on 08/20/20 1:58 PM. If special accommodations are needed,contact the Commissioners'office at ext.419,Shelton#360-427-9670;Belfair #275-4467,Elma#482-5269. MASON COUNTY COMMISSIONERS' MEETING AGENDA August 25, 2020—PAGE 2 8.3 Approval to appoint Karen Wolf to the Lewis-Mason-Thurston Area Agency on Aging for a two-year term ending August 25, 2022. 8.4 Approval to appoint Kevin Frankeberger, member and Brenda Hirschi, alternate member to the Mason County Board of Equalization (BOE) for a term of September 1, 2020 through May 31, 2023. 8.5 Approve the Division of Emergency Management(DEM) Manager to sign the FY20 Emergency Management Performance Grant (EMPG)—Supplemental contract E20- 250. 8.6 Approval of the January 2019 — December 2021 Collective Bargaining Agreement (CBA)for Teamsters Union Local No. 252 representing Mason County General Services staff. 8.7 Approval to set a hearing on October 6th, 2020 at 9:15 a.m. to consider approving the franchise agreement application between Mason County and Blue Heron Condominium Association Franchise agreement application granting permission to have their existing utility line under and along Orre Nobles Road and under and across the Dalby Road. 8.8 Approval of the Community Development Block Grant in the amount of$102,225 for public services through Community Action Council of Lewis, Mason, and Thurston Counties to low- and moderate-income persons in Lewis and Mason Counties that will serve up to 7,700 people and allow Frank Pinter, Support Services Director,to sign the grant agreement on behalf of Mason County. 8.9 Approval of Warrants Claims Clearing Fund Warrant #8073879-8074193 $ 1,629,516.44 Direct Deposit Fund Warrant #70329-70724 $ 750,132.43 Salary Clearing Fund Warrant #7005337-7005372 $ 1,025,181.58 9. Other Business (Department Heads and Elected Officials) 10. 9:15 a.m. Public Hearings and Items Set for a Certain Time -In response to the COVID-19 outbreak we will accept public comment via email —diz@co.mason.wa.us ; or mail to Commissioners Office, 411 North 5th Street, Shelton, WA 98584; or call 360-427- 9670 ext. 419 10.1 Public hearing for 410 E Hillcrest Drive surplus property. Staff: Frank Pinter 10.2 Public hearing to apply to the Department of Commerce via the Zoom Grant application process for the CARES Act CDBG CV-1 Coronavirus grant and request chair signature on subrecipient agreement. Staff: Frank Pinter 11. Board's Reports and Calendar 12. Adjournment J:\AGENDAS\2020\2020-08-25 REG.doc Cc:CMMRS Neatherlin, Shutty, Trask CC1erk p.U)1 n d' 0� A-.payse f M Washington State . S e 6L Ls. Liquor and Cannabis Board NOTICE OF LIQUOR LICENSE APPLICATION WASHINGTON STATE LIQUOR AND CANNABIS BOARD License Division - P.O. Box 43098 Olympia,WA 98504-3098 Customer Service: (360) 664-1600 Fax: (360) 753-2710 Website: http://lcb.wa.gov TO: MASON COUNTY COMMISSIONERS RETURN TO: localauthority@sp.lcb.wa.gov RE:ASSUMPTION DATE: 8/03/20 From MBES, CORPORATION Dba SPENCER LAKE GROCERY APPLICANTS: VEER BROTHERS INC License: 365770 -2N County:23 SINGH, HARMANJIT UBI: 604-626-263-001-0001 1980-08-14 Tradename: SPENCER LAKE FOOD MART KAUR, RANJIT Loc Addr: 1081 E PICKERING RD 1977-07-25 SHELTON WA 98584-8187 Mail Addr: 1083 E PICKERING RD SHELTON WA 98584 Phone No.: 769-230-7474 HARMANJIT SINGH "'�"E`MVE® Privileges Applied For: GROCERY STORE-BEER/WINE AUG 0 3 2020 Mason County Commissioners As required by RCW 66.24.010(8), the Liquor and Cannabis Board is notifying you that the above has applied for a liquor license. You have 20 days from the date of this notice to give your input on this application. If we do not receive this notice back within 20 days,we will assume you have no objection to the issuance of the license. If you need additional time to respond,you must submit a written request for an extension of up to 20 days,with the reason(s)you need more time. If you need information on SSN,contact our CHRI desk at(360) 664-1724. YES NO 1.Do you approve of applicant? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ ❑ 2.Do you approve of location? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ ❑ 3. If you disapprove and the Board contemplates issuing a license,do you wish to request an adjudicative hearing before final action is taken? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ ❑ (See WAC 314-09-010 for information about this process) 4.If you disapprove,per RCW 66.24.010(8)you MUST attach a letter to the Board detailing the reason(s)for the objection and a statement of all facts on which your objection(s)are based. DATE SIGNATURE OF MAYOR,CITY MANAGER COUNTY COMMISSIONERS OR DESIGNEE Cc:CMMRS Neatherlin, Shutty, Trask CC]erk 0 lv�hG4 0vvl +, �Cc�j,l'�r✓ c�shllnOn Sae Licensing and Regulation r: . PO Box 43098 Liquor and Cannabis Board Olympia WA 98504-3098 Phone—(360)664-1600 Fax-(360)753-2710 Emailed to: therealkushfamilyoriginals(ab-gmail.com August 12, 2020 WILBER INDUSTRIES L.L.C. 500 E EXPORT RD STE B SHELTON, WA 98584-4900 Re: WILBUR INDUSTRIES 500 E EXPORT RD STE B SHELTON, WA 98584-4900 LICENSE #430735 - 7B UBI 603-354-167-001-0002 Prior License No.: 413175 - 7B Your application for change of location has been approved with the following privilege(s): MARIJUANA PRODUCER TIER 2 This license is valid through December 31, 2020. You must post this letter in a public service area as your temporary operating permit. If you do not receive your Business License with marijuana endorsements in 15 days, contact Business License Service/Specialty Licenses at (360) 705-6744. The conditions of your original marijuana license also apply to the license at your new location. To begin accessing Leaf Data Systems for traceability, you will need to contact Leaf Data System at 888-420-5813. For compliance questions please contact your enforcement officer at 360-664-1632. Tamara Barger/els Marijuana Licensing Specialist 360-664-1653 Cc: Enforcement Office Mason County Commissioners File DECISIONS August 6,2020 Randy Neatherlin,Commissioner Sheriff Casey Salisbury Mason County Commissioner's Office Mason County Washington 411 N 5th Street P.O. Box 1037 Shelton WA 98584 Shelton,WA 98584 Ms. Loretta Swanson,Director Deputy Duggan Mason County Public Works Mason County Sheriffs Office 100 W Public Works DR, P.O. Box 1037 Shelton WA 98584 Shelton,WA 98584 Mason Co. Public Works,Amy Braakman,AmyB@co.mason.wa.us; publicworks@mason.wa.us Mason Co.Sheriffs Office,sheriff@co.mason.wa.us Randy Neatherlin,co Diane Zoren,DLZ@co.mason.wa.us;commissioners@mason.wa.us Mason Co.Traffic,ddugan@co.mason.wa.us Copy of an email sent on August 3,2020: The messages sent to the Sheriffs Department did not apparently go to incorrect addresses. First,thanks to the Mason County Sheriffs office,and especially Deputy Matt Colbenson,for setting up the Traffic Survey monitor at the 7241 address marker of North Shore Road(NSR)for the period 7/10 thru 7/23,2020. The posted speed limit is 35 MPH at this marker for approximately one mile. The survey shows an average of+750 weekday and+880 weekend vehicles traveling"east"during this period for a total of 11,060 vehicles. The number of vehicles travelling over the 35 MPH limit were recorded at 6,556;724 of which were travelling in excess of 45 MPH. It is understood that Mason County Public Works is considering placing electronic speed signs on roads in Mason County. It is our hope,and those of the neighborhood,that the 35 MPH on NSR be considered for placement of at least one of the new signs. Thank you for your consideration. John&Karen Belford 7241 NE North Shore Rd. �� r Belfair,WA 98528 360-275-3368 425-422-7402 ksbelford@msn.com p.s. It seems that since the Traffic Survey Monitor has been removed;some of the-traffic has increased in speed. Mail - GKenyon@co.mason.wa.us Cc:CMMRS Neatherlin, Shutty, Trask CIC erk�-� Fw: NE North Shore Road -- Electronic Speed Sign Diane Zoren Mon 8/3/2020 5:30 PM To:Ginger Kenyon <G Kenyon @co.mason.wa.us>; Please print her email and include in the August 25 Commission mtg correspondence - that's the next C From: Karen Belford <ksbelford@msn.com> Sent: Monday,August 3, 2020 5:22 PM To:Amy Braakman; publicworks@mason.wa.us; sheriff@co.mason.wa; Diane Zoren; commissioners@mason.wa.us; ddugan@co.mason.wa.us Subject: NE North Shore Road-- Electronic Speed Sign Mason Co. Public Works,Amy Braakman,AmvB@co.mason.wa.us; publicworks@mason.wa.us Mason Co.Sheriff's Office, sheriff@co.mason.wa Randy Neatherlin, co Diane Zoren, DLZ@co.mason.wa.us; commissioners@mason.wa.us Mason Co.Traffic, ddugan@co.mason.wa.us First,thanks to the Mason County Sheriff's office,and especially Deputy Matt Colbenson,for setting up the Traffic Survey monitor at the 7241 address marker of North Shore Road (NSR)for the period 7/10 thru 7/23, 2020. The posted speed limit is 35 MPH at this marker for approximately one mile. The survey shows an average of +750 weekday and+880 weekend vehicles traveling "east" during this period for a total of 11,060 vehicles. Thenumber of vehicles travelling over the 35 MPH limit were recorded at 6,556,724 of which were travelling in excess of 45 MPH. It is understood that Mason County Public Works is considering placing electronic speed signs on roads in Mason County. It is our hope, and those of the neighborhood, that the 35 MPH on NSR be considered for placement of at least one of the new signs. Thank you for your consideration. John & Karen Belford 7241 NE North Shore Rd. Belfair,WA 98528 360-275-3368 425-422-7402 ksbelford@msn.com https://owa.co.mason.wa.us/owa/ 8/4/2020 Mail - GKenyon@co.mason.wa.us Cc:CMMRS Neatherlin, Shutty, Trask C—lerk FW: Public comments to BOCC meetings Diane Zoren Wed 8/5/2020 8:56 AM TaGinger Kenyon <GKenyon@co.mason.wa.us>; Please include as correspondence for the 8/25 Commission meeting—the Commissioners already have a copy. Thanks From: Ken VanBuskirk<kenvanb@gmail.com> Sent:Wednesday,August 05, 2020 8:38 AM To: Diane Zoren <Dlz@co.mason.wa.us> Cc:Tim Whitehead <TimW@co.mason.wa.us>; Kevin Shutty<KShutty@co.mason.wa.us>;Sharon Trask <STrask@co.mason.wa.us>; Randy Neatherlin <RandyN@co.mason.wa.us> Subject: Public comments to BOCC meetings Diane, Please recognize this as corresponded at the next BOCC meeting. Commissioners I recently sent in public comments on a action item that was put on the August 4th agenda with less than 24 hours notice. I hoped that my comments would have been read into the"public" record or at least acknowledged as official "public" comments. It appears there were other comments received but they were not through the"process" identified in the agenda as Open Forum for citizen input. A forum is supposed to be a process where all ideas and issues can be discussed in a open transparent process. I would encourage the Commission to incorporate "public comment" during the Zoom meeting. Other public agencies that use Zoom take public comment. 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TTIw JO_ xe; :lsnw Jc11aT STUl :T9m8uJ esu80TT IusnCTJ9w 9 of loefgo of TemeU8H eSU90TI 01 uOTZOa q0 ( L (L) L££'09'69 MOH Aq p8ZTJoU1ne sI slsenbeJ T-emaueJ asuaOTT esaU). o1 1oelgo of fI.TunlJoddo JnoA sT ST41 •sA9p 06 lunoge UT ejTdxe TTTM sasU90TT 9u9nCTJ9w esogm UOTIoTpsTJnf JnoA UT SaSTwaJd pasuaOTT IusnCTJ9w 10 1sTT -e puT1 assaTd pesoTou3 AlTunlJoddO uoTloelgo Jnok - UOTIOTpSTJnr Jnok UT SUOTIIOTTddV TsmeueH asuaoTl Iu9n1TJsNJ :3H :AlTJog1nV TI001 J9e0 OZOZ 190 1sn6nV OLLZ-£91 (09£) X9j 'AO6'IM'bTT'MMM 960£ti X09 0 d pjeog sigeuue3 pue Jonbtj ejelS uoI6ulgsim �MJ 'Ajjn4S 'uiIjay}eaN S2iWWO:oo 5) Procedure if Board Renews License Over Your Objection (WAC 314-55-165 (2) (a)) If the Board decides to renew the license over your objection, you will be notified in writing. At that time, you may be given an opportunity to request a hearing. An opportunity for a hearing is offered at the Board's discretion. If a hearing is held, you will be responsible for presenting evidence before an Administrative Law Judge in support of your objection to license renewal. The Board's Licensing Division will present evidence in support of license renewal. The Licensee may also participate and present evidence if the licensee desires. The administrative law judge will consider all of the evidence, and issue an initial order for the Board's review. The Board members have final authority to renew the marijuana license and will enter' a final order announcing their decision. For questions about this process, contact the WSLCB Licensing Division at (360) 664-1600 or email us at wslcb@liq.wa.gov. Sincerely, Rebecca Smith Rebecca Smith, Director, Licensing and Regulation Division LIQ 864 07/10 C092080-2 WASHINGTON STATE LIQUOR AND CANNABIS BOARD DATE: 08/06/2020 LICENSED ESTABLISHMENTS IN UNINCORPORATED AREAS COUNTY OF MASON (BY ZIP CODE) FOR EXPIRATION DATE OF 20210131 LICENSE LICENSEE BUSINESS NAME AND ADDRESS NUMBER PRIVILEGES 1 1 COOPERATIVE49 COOPERATIVE52 424791 MARIJUANA COOPERATIVE 40 N SUNCREST DR HOODSPORT WA 98548 0000 2 . TRIPLE R FARMS, LLC TRIPLE R FARMS 413626 NON-RETAIL PRIVILEGES 50 W WESTFIELD CT UNIT B&D MARIJUANA PROCESSOR SHELTON WA 98584 0000 3 . SHELTON RETAIL ENTERPRISES LLC FLOYD'S 420478 MARIJUANA RETAILER 933 E JOHNS PRAIRIE RD MEDICAL MARIJUANA ENDORSEMENT SHELTON WA 98584 1270 4 . SOUTH COLBY INVESTORS LLC SOUTH COLBY INVESTORS 416268 NON-RETAIL PRIVILEGES III NE RANCH DR STE C MARIJUANA PROCESSOR TAHUYA WA 98588 9773 Cc:CMMRS Neatherlin, Shutty, Trask CTerk� Washington State ow Liquor and Cannabis Board PO Box 43098 , Olympia WA 98504-30983 (360) 664-1600 www.liq.wa.gov Fax #: (360) 753-2710 August 06, 2020 Dear Local Authority: RE: Liquor License Renewal Applications in Your Jurisdiction - Your Objection Opportunity Enclosed please find a list of liquor-licensed premises in your jurisdiction whose liquor licenses will expire in about 90 days. This is your opportunity to object to these license renewal requests as authorized by RCW 66.24.010 (8) . 1 ) Objection to License Renewal To object to a liquor license renewal: fax or mail a letter to the Washington State Liquor and Cannabis Board (WS-LCB) Licensing Division. This letter must: o Detail the reason(s) for your objection, including a statement of all the facts upon which your objection or objections are based. You may include attachments and supporting documents which contain or confirm the facts upon which your objections are based. o Please note that whether a hearing will be granted or not is within the Board's discretion per RCW 66.24.010 (8) (d) . Your letter or fax of objection must be received by the Board's Licensing Division at least 30 days prior to the license expiration date. If you need additional time you must request that in writing. Please be aware, however, that it is within the Board's discretion to grant or deny any requests for extension of time to submit. objections. Your request for extension will be granted or denied in writing. If objections are not timely received, they will not be considered as part of the renewal process. A copy of your objection and any attachments and supporting materials will be made available to the licensee, therefore, it is the Local Authority's responsibility to redact any confidential or non-disclosable information (see RCW 42.56) prior to submission to the WSLCB. 2) Status of License While Objection Pending During the time an objection to a renewal is pending, the permanent liquor license is placed on hold. However, temporary licenses are regularly issued to the licensee until a final decision is made by the Board. 3) Procedure Following Licensing. Division Receipt of Objection After we receive your objection, our licensing staff will prepare a report for review by the Licensing Director. The report will include your letter of objection, as well as any attachments and supporting documents you send. The Licensing Director will then decide to renew the liquor license, or to proceed with non-renewal. 4) Procedure if Board Does Not Renew License If the Board decides not to renew a license, we will notify the licensee in writing, stating the reason for this decision. The licensee also has the right to request a hearing to contest non-renewal of their liquor license. RCW 66.24.010 (8) (d) . If the licensee makes a timely request for a hearing, we will notify you. The Board's Licensing Division will be required to present evidence at the hearing before an administrative law judge to support the non-renewal recommendation. You may present evidence in support of your objection or objections. The administrative law judge will consider all of the evidence and issue an initial order for the Board's review. The Board members have final authority to renew the liquor license and will enter a final order announcing their decision. 5) Procedure if Board Renews License Over Your Objection If the Board decides to renew the license over your objection, you will be notified in writing. At that time, you may be given an opportunity to request a hearing. An opportunity for a hearing is offered at the Board's discretion. If a hearing is held, you will be responsible for presenting evidence before an Administrative Law Judge in support of your objection to license renewal. The Board's Licensing Division will present evidence in support of license renewal. The Licensee may also participate and present evidence if the licensee desires. The administrative law judge will consider all of the evidence, and issue an initial order for the Board's review. The Board members have final authority to renew the liquor license and will enter a final order announcing their decision. For questions about this process, contact the WSLCB Licensing Division at (360) 664-1600 or email us at wslcb@liq.wa.gov. Sincerely, Rebecca Smith Rebecca Smith, Director, Licensing and Regulation Division LIQ 864 07/10 1 C091080-2 WASHINGTON STATE LIQUOR AND CANNABIS BOARD DATE: 08/06/2020 LICENSED ESTABLISHMENTS IN UNINCORPORATED AREAS COUNTY OF MASON (BY ZIP CODE) FOR EXPIRATION DATE OF 20201130 LICENSE LICENSEE BUSINESS NAME AND ADDRESS NUMBER PRIVILEGES 1 DELIC, NIHAD DELICH DISTILLERY 410803 CRAFT DISTILLERY DELIC, JENNIFER 2590 NE OLD BELFAIR HWY BELFAIR WA 98528 9611 2 . LAKE CUSHMAN HOLDINGS LLC LAKE CUSHMAN CAFE 085080 BEER/WINE REST - BEER/WINE 2440 LAKE CUSHMAN RD HOODSPORT WA 98548 9784 3 . RRW KIM, INC DEER CREEK STORE 351579 GROCERY STORE - BEER/WINE 5881 E HWY 3 SHELTON WA 98584 0000 4 . HUNTER FARMS I, LLC HUNTER FARMS 076551 GROCERY STORE - BEER/WINE E 1921 HWY 106 GROCERY STORE - BEER/WINE UNION WA 98592 0000 Cc:CMMRS Neatherlin, Shutty, Trask CClerk Qj Washin tOn State Licensing and Regulation gPO Box 43098 Liquor and Cannabis Board Olympia WA 98504-3098 Phone—(360) 664-1600 Fax—(360)753-2710 August 11, 2020 E E E V E D AUG 112020 MASON COUNTY SENIOR ACTIVITIES ASSOCIATION Mason County 190 W SENTRY DR Commissioners SHELTON, WA 98584-8045 Re: THE MASON COUNTY SENIOR ACTIVITIES CENTER 190 W SENTRY DR SHELTON, WA 98584-8045 LICENSE#419279 - 2N U B 1600-443-448-001-0001 Your application for change in cooperative participants has been approved. Below is a list of current participants: Names of Participants and/or Designated Providers CLAYTON LONG PRES BILLIE LONG SPOUSE WILLAM BEZANSON VP TERRY NELSON SEC MARILYN OLSON TREAS Xaytee Cooklsmo Liquor Licensing Specialist 360-664-1796 cc: Southwest Enforcement Mason County Commissioners File CCP 11/18 Decisions Cc:CMMRS Neatherlin, Shutty, Trask { Clerks FEDERAL ENERGY REGULATORY COMMISSION Washington,D.C.20426 OFFICE OF ENERGY PROJECTS J Project No. 460-098 —Washington Cushman Project City of Tacoma, Washington August 04, 2020 VIA FERC Service R I VEt�,. Mr. Chris Mattson AUG 112020 Generation Manager Tacoma Power Mason County 3628 South 35th Street Commissioners Tacoma, WA 98409 Subject: Notification of Modification of Impoundment Elevation —Article 405 Dear Mr. Mattson: We received your letter filed on May 12, 2020, notifying the Commission of the completion of a planned temporary modification in the impoundment elevation requirements under license Article 405, as amended, for the Cushman Hydroelectric Project No. 460.1 For the reasons discussed below, we determined that the deviation is not a violation of Article 405 of your license. Article 405 Article 405 requires, in part, that you maintain the impoundment elevation in Lake Kokanee between 474 and 480 feet Tacoma Datum at all times, except when different elevations are required for maintenance of the intake or spillway. These minimum impoundment elevations may be temporarily modified if required by operating emergencies beyond your control, or upon approval of the Fisheries and Habitat Committee (FHC).Z If the impoundment water surface elevation is so modified, you must I City of Tacoma, Washington, 132 FERC¶ 61,037 (2010). 2 The FHC is made up of representatives from the City of Tacoma, the Skokomish Indian Tribe, the National Marine Fisheries Service, the U.S. Fish and Wildlife Service, Project No. 460-098 - 2 - notify the members of the FHC as soon as possible, but no later than two business days after each such incident. You must notify the Commission as soon as possible, but no later than 10 days after each such incident. Summary of Events In your May 12, 2020 filing, you state that the planned temporary modification in the impoundment elevation requirements at Lake Kokanee was necessary in order to perform spill gate maintenance at the Cushman Dam No. 2. You planned the drawdown in coordination with the FHC,notifying the FHC of your plan during several FHC meetings and also sending an email message on April 20, 2020. Although the Lake Kokanee boat launch was closed due to the COVID-19 pandemic, you also notified the local community of the planned drawdown via various communication tools, e.g., websites, social media, and direct.email messages. On April 26, 2020, you lowered Lake Kokanee to perform the spill gate maintenance. Upon completing the work on May 1, 2020, you started to raise the lake elevation, and on May 3, 2020, Lake Kokanee returned to its normal operating elevation above 474 feet. On May 6, 2020, you notified the FHC that you had completed the drawdown. �. Conclusion Based on our review of the information provided, we find that the reported deviation from the impoundment elevation requirements was an operating decision made in order to perform spill gate maintenance. Further, you notified the FHC of the planned drawdown. We conclude that you operated the project in accordance with Article 405 of your license. Therefore, the reported deviation does not constitute a violation of Article 405. the U.S. Bureau of Indian Affairs, the U.S. Forest Service, the Washington Department of Fish and Wildlife, and the Washington Department of Ecology. In addition, Article 432 of the amended project license requires the licensee to invite the National Park Service to participate on the FHC. i Project No. 460-098 - 3 - Thank you for providing notification of the temporary modification in the impoundment elevation requirements. If you have any questions concerning this letter, please contact Linda Stewart at (202) 502-8184 or linda.stewart@ferc.gov. Sincerely, Kelly Houff Chief, Engineering Resources Branch Division of Hydropower Administration and Compliance 8/11/2020 Mail_' JGiraldes@co.mason.wa.i�Cc:CMMRS Neatherlin, Shutty, Trask �Cler From:Tracy Becht Sent:Tuesday,August 11, 2020 3:19 PM RECEIVED To: Diane Zoren<diz@co.mason.wa.us> Subject:Vacancy on MTA Board AUG 12 2020 Importance: High Mason County Hi Diane, Commissioners I hope this email finds you well. It has been awhile since we have been in contact. Deb Petersen on the MTA Board provided me with a copy of her letter to the Hood Canal School District tendering her resignation effective immediately due to the demands of her growing business. Given that her resignation is effective immediately,I believe she is no longer considered an elected official and therefore unable to be a MTA Board member as well. As you may recall, the MTA Board is comprised of • Three County Commissioners; • One elected member representing the City of Shelton Council; and • Five members who shall be elected officials selected by the Mason County Commissioners with the goal of seeking equal voting representation among the County Commissioner districts. We are three months from the general election. I am not sure how many of the potential elected officials might change at the general election in the district that Commissioner Shutty represents between now and then. MTA's bylaws provide in Section 4.1 "... Vacancies through resignation or disqualification shall be filled by the County Commission to fill the unexpired term. ..." Given that we have a larger board and that it is so close to the general election,I am wondering if the County Commissioners will want to wait to send out applications until after the general election. Once they have made their decision,please let me know their thoughts so that I am prepared either way. Thank you so much! As always,it is a pleasure to have an opportunity to work with you again. Be well and safe, Tracy Becht Executive Assistant, Clerk of the Authority Board and Public Records Officer, CPRO Mason Transit Authority 790 E Johns Prairie Rd Shelton,WA 98584 360-432-5741 or 800-374-3747 TTY/TTD: 711 or 800-833-6388 MasonTransit.org_I Follow us on Twitter @MasonTransit All e-mail correspondence to and from this address is subject to the Washington State Public Records Act, which may result in monitoring, archiving, as well as disclosure to third parties upon request. https://owa.co.mason.wa.us/owa/#path=/mail/inbox 1/1 Cc:CMMRS Neatherlin, Shutty, Trask STATE 0 Clerk STATE OF WASHINGTON DEPARTMENT OF ECOLOGY PO Box 47600 • Olympia, WA 98504-7600 O 360-407-6000 711 for Washington Relay Service a Persons with a speech disability can call 877-833-6341 August 7, 2020 Mason County Board of Commissioners AUG 13 2020 411 N 5th St. Shelton, WA 98584 Mason County Dear Commissioners: Commissioners Congratulations! The Rustlewood Wastewater Treatment Plant is receiving the 2019 "Wastewater Treatment Plant Outstanding Performance"award. Of approximately 300 wastewater treatment plants statewide,yours is one of 125 that achieved full compliance with its National Pollutant Discharge Elimination System (NPDES) permit in 2019. My staff evaluated wastewater treatment plants in Washington for compliance with the effluent limits, monitoring and reporting requirements, spill prevention planning, pretreatment, and overall operational demands of the NPDES permit. It takes diligent operators and a strong management team, working effectively together,to achieve this high level of compliance. It is not easy to operate a wastewater treatment plant 24 hours a day, 365 days a year, without violations. Ecology appreciates the extraordinary level of effort your plant operators demonstrated throughout 2019. Talented and proficient operators are critical to successful plant operations and protecting the health of Washington's waters..Your excellent record is a credit to the dedicated operators who are responsible for running the award-winning Rustlewood Wastewater Treatment Plant. We will announce the 2019 award recipients, including the Rustlewood Wastewater Treatment Plant, in the coming weeks. Please call Pat Bailey at 360-407-6281 if you have any questions or comments about your award. Thank you for the excellent service your operators provide to your community and the waters of Washington. Sincerely, Vincent McGowan,P.E. Water Quality Program Manager „,f Cc:CMMRS Neatherlin, Shutty, Trask C erk Jen (7, A-n n e V. Rog 0? MASON COUNTY COMMISSIONERS D.Zgre-vi AUG 17 2020 411 NORTH FIFTH STREET a SHELTON WA 98584 Mason County Fax 3601427--8437, Voice 3601427--9670, Ext 419 Commissioners n ",� (� I AM SEEKING APPOINTMENT TO `�o -"�2' -T ,6 Ad y zs oL, R 6 Vf BOARD ❑ COMMITTEE ❑ COUNCIL NAME: ;�,emsPOIq(Lt� COMMISSIONER DISTRICT#: ADDRESS: LLk ' GTnn" -e- CITY,ZIP: to V1 PHONE: 2S1-9IS V4XVORK PHONE10,z5$ ,.S27gE-MAIL: ,�S�par�got2Q cl., , COMMUNITY SERVICE € EMPLOYMENT: (IF RETIRED, PREVIOUS (A(-TIVITIES OR MEMBERSHIPS) ' EXPERIENCE) Q, COMPANY: P&b/ts (D-R Ld YRS � (��° t CQ.ilss�►'1 ` POSITION: L� � n� COMPANY: ; �-e h;�C.�!`J.P� YRS ub POSITION: In your words, what do you perceive is the role or purpose of the Board, Committee or Co un 'I for which you are applying: p ^ l o C�scL54. M re-,ou C l-!A[.s BIZ&teak Bv�S-�G� r� !� a>~W:4 Mp. a:L, CW-a c”j"' +k'p pU(01''— i,\, M("Wets 0- 9arr u:fpSr 49, d• Bin _QAA-`11 -sC What interests, skills do you wish to offer the Board, Committee, or Council? :��aA.�9, c)C 4-e %ye. eer owA-o,o-n Ges-e- Jec,,re- +. CP.fye�' 4t\q- Lry rbir c !rcgxe, 4-ke 4—aAn>r-c, 0f Please list any financial, professional, or voluntary affiliations which may influence or affect your position on this Board: (i.e. create a potential conflict of interest) I Realistically, how much time can u give to this position? ❑ Quarterly Monthly ❑ ekly ❑ Daily 13 ac) Signature Date CADocuments and Settings\blr.MASON\Desktop\COMMITTEE_APPLICATION.doc ' a Steven L. Payne 41 E. Ginny Lane Union, WA 98592 Work: (206) 359-3274; SPayne@perkinscoie.com Home: (253) 315-0426; hikersteve20l2@gmail.com PROFILE • Excellent communication skills.Able to tailor conversation and writing to match audience's level of understanding of subject matter. Capable proofreader, grammarian and wordsmith. Detail oriented. • Promotes positive work environment. Delegates effectively and provides constructive feedback. Works collaboratively with co-workers and supervisors. Good listener. Great sense of humor! • Proficient with Windows and iOS operating systems, Microsoft Office suite, email and cloud clients, . tax return preparation software, and document management systems.Adept at online tax and legal research and use of reference materials. PROFESSIONAL EXPERIENCE Paralegal and Senior Paralegal, Perkins Coie LLP, Seattle,WA(2005-2011, 2013-present);Dorsey & Whitney LLP, Seattle,WA(2011-2013); Lane Powell Spears Lubersky PC, Seattle,WA(1997-2005); Church, Harris, Johnson&Williams, P.C., Great Falls, MT(1994-1997) Responsible for average active caseload of eighty estates,trust administrations and guardianships, each with gross assets ranging from $10,000 to $300 million. Prepare federal estate, gift and income tax returns, and state estate and inheritance tax returns. Work with financial advisors, accountants, real estate appraisers and life insurance companies to confirm asset valuations and obtain necessary documentation for use as exhibits. Manage asset transfers to revocable and testamentary trusts.Draft probate and guardianship pleadings. Present uncontested probate and guardianship matters and agreed orders at Superior Court Ex Parte sessions.Assist fiduciaries with filing court reports and complying with statutory deadlines. Coordinate with information technology staff to maintain department's tax and estate planning software suite. Draft complex wills,trusts and related estate planning documents. Tax Return Preparer,H&R Block, Great Falls, MT(1994-1995) Met with clients to prepare federal and state individual income tax returns. Conducted in-depth client interviews to determine taxable income and allowable deductions. Suggested tax-saving strategies. Retail Accountant and Sales Associate,Army &Air Force Exchange Service, RAF Chicksands, Bedfordshire, England (1991-1994) Analyzed and reported sales data for nine retail operations.Revised procedures for sales reporting, resulting in more timely and accurate accounting information to managers. Selected and ordered retail merchandise from central warehouse and individual vendors. Russian Linguist, U.S.Air Force, San Antonio,TX (1984-1985); San Angelo,TX (1985); Berlin, Germany(1985-1988); Ft. Meade,MD (1988-1990) Applied language skills to deliver timely intelligence to theater and national commanders. Competitively selected as site quality controller;proofread, corrected and prepared reports for release. Served as training coordinator and maintained training records for team of 30+personnel.Awarded Air Force Commendation Medal and Joint Service Achievement Medal. Rank upon separation: E-5/Staff Sergeant. LEADERSHIP AND VOLUNTEER ACTIVITY Trip Leader,The Mountaineers Olympia Hiking&Backpacking Committee, Olympia,WA(2020- present) Secretary,Trip Leader, Issaquah Alps Trail Club Board of Directors,Issaquah, WA(2018) Member, City of Federal Way Parks and Recreation Commission,Federal Way, WA(2017-2018) Vice President of Fundraising,At Large Member,Washington Trails Association Board of Directors, Seattle,WA(2012-2018) Legal Assistant, King County Bar Association Neighborhood Legal Clinic, Federal Way,WA (2009-2011) Chairperson,Trip Leader, past Secretary and Course Administrator,The Mountaineers Seattle Hiking&Backpacking Committee, Seattle,WA(2006-2020) Quality Reviewer, Tax Preparer, United Way of King County Free Tax Preparation Campaign,Federal Way and Seattle,WA(2005-2015) EDUCATION AND CERTIFICATION Certificate,Personal Financial Planning, UC Berkeley Extension(in progress) Certified Trust and Financial Advisor,American Bankers Association (2019) M.S.,Taxation, Golden Gate University(2003) Graduate Certificate,Estate Planning, Golden Gate University (2002) B.A.,Russian Studies, University of Maryland University College (1991) Cc:CMMRS Neatherlin, Shutty, Trask Cl��•U)(ndaM A. P4Wee ¢ z Washington State Liquor and Cannabis Board �f RECEIVED August 19, 2020 ATTN: Mason County Commissioners AUG 19 2020 411 N 5th St Shelton WA 98584 Mason County Commissioners RE: Notification of Pending Marijuana Extraction Operation Trade Name: PT Enterprises LLC License Number: 428940 Contact Name: Sheri Dahm Phone Number: 4259412516 Location Address: 833 W. Golden Pheasant Rd Shelton,WA.98584 Dear Sir or Madam, In accordance with Washington Administrative Code (WAC) 314-55-104(5), the WSLCB is sending notifications to local authorities (LA) when a marijuana processor plans to perform extractions of marijuana requiring the use of a professional grade closed loop extraction system at a facility within their jurisdiction. This letter is to inform you that the above mentioned applicant/licensee has indicated in their operating plan that they intend to extract marijuana using a Extraction Method process. In accordance with the law, "Professional closed loop systems, other equipment used, the extraction operation, and facilities must be approved for their use by the local fire code official and meet any required fire, safety, and building code requirements." For additional information on extraction requirements please see WAC 314-55-104. Meeting the required fire, safety and building code requirements is a process between the LA and the applicant, and a requirement for the applicant to begin operation. The WSLCB does not verify local fire code approvals as part of the application process. If you have additional questions, you may contact us via email at: MJ Exam iner(c-lcb.wa.gov. Thank you, Frank O'Dell Marijuana Examiner Washington State Liquor and Cannabis Board 360-664-1614 3000 Pacific Ave. SE, P.O. Box 43098, Olympia WA 98504,.(360) 664-1600, www.liq.wa.gov NEWS RELEASE August 25, 2020 MASON COUNTY COMMISSIONERS' OFFICE 411 N 57 ST, BLDG 1, SHELTON, WA 98584 TO: KMAS, KRXY, SHELTOW MASON COUNTY JOURNAL, THE OLYMPIAN, SHELTON CHAMBER OF COMMERCE, NORTH MASON CHAMBER OF COMMERCE, CITY OF SHELTON, ECONOMIC DEVELOPMENT COUNCIL, THE SUN RE: Temporary Closures of MCRA Park for Irrigation System Replacement Mason County will be temporarily closing the MCRA Park, located at 2100 E. Johns Prairie Road, Shelton starting August 25, 2020 until January 01, 2021 in order to replace the in-ground irrigation system on the 7ball diamond's outfields and re-seed the fields. Due to there being open trenches, large equipment and electrical work being performed in MCRA Park,we are asking that your refrain from using the park during this project. Citizen's safety is the top priority for the County and we would appreciate compliance with the temporary park closure and ask all residents to avoid entering the park. No events have been ( scheduled on these days to assist with citizen's safety. For further information please contact the Mason County Parks and Trails Office at(360)427- 9670 extension 535. BOARD OF MASON COUNTY COMMISSIONERS Sharon Trask Randy Neatherlin Kevin Shutty Chair Commissioner Commissioner BOARD OF MASON COUNTY COMMISSIONERS'PROCEEDINGS Mason County Commission Chambers,411 North V Street,Shelton,WA August 4, 2020 1. Call to Order—The Chairperson called the regular meeting to order at 9:04 a.m. 2. Pledge of Allegiance—Frank Pinter led the flag salute. 3. Roll Call—Present: Commissioner District 1 - Randy Neatherlin; Commissioner District 2— Kevin Shutty; Commissioner District 3—Sharon Trask. 4. Correspondence and Organizational Business 4.1 Correspondence 4.1.1 Washington State Liquor and Cannabis Board sent in a change of location for OLY BOI, INC. and liquor and marijuana licenses due to expire. 4.1.2 Received a letter from the Office of Financial Management regarding the Coronavirus Relief Fund. 4.1.3 A letter was received from The Secretary of the Interior regarding Building and Rebuilding Monuments to American Heroes. 4.1.4 Carol Colin sent in a letter of support for Home Rule Charter 5. Open Forum for Citizen Input— 5.1 Ken VanBuskirk, Jean Farmer and Ted Jackson emailed comments on the letter of support request for the Sweetwater Creek Project. 6. Adoption of Agenda - Cmmr. Neatherlin/Shutty moved and seconded to adopt the agenda as published. Motion carried unanimously. N-aye; S-aye; T-aye. 7. Approval of Minutes—July 28, 2020 regular meeting minutes Cmmr. Shutty/Neatherlin moved and seconded to approve the July 28, 2020 meeting minutes. Motion carried unanimously. N-aye; S-aye;T-aye. 8. Approval of Action Agenda: 8.1 Approval of Warrants &Treasure Electronic Remittances Claims Clearing Fund Warrant#8073704-8073878 $ 672,273.14 Direct Deposit Fund Warrant #69940-70328 $ 771,928.92 Salary Clearing Fund . Warrant #7005312-7005336 $ 549,324.65 8.2 Approval to authorize the County Engineer to utilize the small works roster to contract out the Valley Rose culvert replacement project. 8.3 Approval to pay temporary special pay for Michele Morris for work performed in a higher classification. 8.4 Approval to execute the interagency agreement with the State of Washington Department of Fish and Wildlife (WDFW) for access at the Haven Lake community. 8.5 Approval to authorize the County Engineer to sign an agreement, along with any agreed upon amendments or modification to the agreement, between the County and Cheryl and Richard Alexander and authorize the County Engineer to solicit for bids and execute a contract to construct the new ecology block wall. 8.6 Approval to contract with the Public Health Institute for COVID-19 case investigation and contact tracing. 8.7 Approval to sign a letter of support for the ADA accessible Sweetwater Creek Waterwheel Park project as requested by the Hood Canal Salmon Enhancement Group. 8.8 Approval to appoint Cappy Shapiro to the Mason County Housing and Behavioral Health Board for a term ending September 30, 2022. BOARD OF MASON COUNTY COMMISSIONERS' PROCEEDINGS August 04, 2020- PAGE 2 8.9 Approval of the Consolidated Homeless Grant for Housing and Essential Needs HEN amendment#2. 8.10 Approval of the Eviction Rent Assistance Program (ERAP) application to the WA State Department of Commerce for CARES Act funding in the amount of$500,876. 8.11 Approval of the contract with Colvos Construction in the amount of$2,272,718 for seismic and tenant improvement work in Building 10. Items 8.6, 8.7 and 8.11 removed for separate discussion and vote. Cmmr. Shutty/Neatherlin moved and seconded to approve action items 8.1 through 8.11 with the exception of items 8.6, 8.7 and 8.11 which are removed for separate discussion and vote . Motion carried unanimously. N-aye; S-aye;T-aye. Item 8.6 —Dave Windom reported the contract is not ready with the Public Health Institute and will bring back when ready. They will be hiring temporary employees to conduct the contact tracing. No action was taken to approve Item 8.6. Item 8.7—Frank Pinter explained a request for the letter of support was received from the Salmon Enhancement Group for a grant application. Cmmr. Shutty stated he has not seen the letter and has heard from several concerned people and it appears there needs to be additional discussion of the project, therefore he doesn't support signing the letter. Cmmr. Neatherlin expressed support of the ADA park project and noted there was a letter of support issued from the Commission in 2016. Cmmr. Neatherlin moved to approve Item 8.7,the letter of support for the ADA accessible Sweetwater Creek Waterwheel Park project. Motion died due to lack of a second. Cmmr.Trask noted that Ken VanBuskirk and Jean Farmer have submitted emails opposing the letter. She supports tabling the request. No action was taken to approve Item 8.7 Item 8.11 — Frank Pinter explained the project for seismic and court improvements to Building 10. It will be paid for with 50% from CARES Act funding; 50% from REET 1. Cmmr. Neatherlin/Shutty moved and seconded to approve the contract with Colvos Construction in the amount of$2,272,718 for seismic and tenant improvement work in Building 10. Motion carried unanimously. N-aye;S-aye;T-aye. 9. Other Business (Department Heads and Elected Officials) 10. 9:15 a.m. Public Hearings and Items set for a certain time— no public hearings scheduled. 11. Board's Reports and Calendar-The Commissioners reported on meetings attended the past week and announced their upcoming weekly meetings. BOARD OF MASON COUNTY COMMISSIONERS'PROCEEDINGS August 04, 2020- PAGE 3 12. Adjournment—The meeting adjourned at 9:30 a.m. BOARD OF COUNTY COMMISSIONERS ATTEST: MASON COUNTY, WASHINGTON Diane Zoren, Clerk of the Board Sharon Trask, Chair Kevin Shutty, Commissioner Randy Neatherlin, Commissioner MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Lydia Buchheit Action Agenda x Public Hearing Other DEPARTMENT: Community Services EXT: 404 DATE: 08/25/2020 Agenda Item # g . Commissioner staff to complete) BRIEFING DATE: 06/14/2020 BRIEFING PRESENTED BY: Lydia Buchheit, D. Abraham Gardner [ ] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency ITEM: Licensing agreement with Julota Background: This licensing agreement includes all work and cost needed to complete requirements by HCA. The MOU signed previously has allowed for the implementation process to start and the Mason County LEAD program is well on its way to benefiting from a state-of-the-art software platform. Budget Impacts: None RECOMMENDED ACTION: Approval of the licensing agreement with Julota to complete LEAD grant requirements. Attachment(s): Julota licensing agreement V Julota- Software as a Service(SaaS)License Agreement This Software as a Service Agreement ("SaaS 1.7 Help Seeker(s) means the individual seeking Agreement' or "Agreement"), effective on July 21, 2020 assistance from or through the Customer for health or non- ("Effective Date"), is made by and between TouchPhrase health related assistance. Development,LLC d/b/a Julota,which has a place of business 1.8 Hosted Service means the real-time website service at 102 S. Tejon St., Ste. 1100, Colorado Springs, CO 80903 hosted by Julota and provided to Customer from time to time. ("Julota"), and Mason County Public Health, Washington, The Hosted Service includes any change, improvement, which has a place of business at 415 N. 6th Street, Shelton, W extension or other new version thereof that is developed or A 98584("Customer"),in exchange for the mutual promises contained herein,the receipt and legal sufficiency of which are otherwise made available to Customer. acknowledged. Julota and Customer shall be collectively 1.9 Julota API means the Julota application programming referred by as the"Parties". interface, scripts, widgets, embeddable snippets and other Julota provides a platform for organizations; a) to tools that allow Customer to integrate the Customer's website provide services directly to individuals seeking assistance or any other system of Customer with all or part of the Hosted through it; b) to coordinate with other individuals or Services. organizations to provide services to individuals seeking 1.10 Personal Data means any personal information that assistance that it does not provide directly;c)to cooperate with Julota collects, receives, or obtains,from Customer that does other organizations to identify services needed for individuals or can identify a specific individual or by or from which that seeking assistance;or d)to assemble,monitor and direct Care specific individual may be identified, contacted or located, Team(s)(defined below). such as the individual's name, address, social security 1. DEFINITIONS. number, or any information that applicable law proscribes as personally identifiable information.Personal Data may include 1.1 Care Team means an individual or an organization Protected Health Information(defined below). used or assembled by or through Customer or on behalf of 1.11 Platform means all ideas, concepts, inventions, Customer or in conjunction with Customer to assist Customer, systems, platforms, software, interfaces, tools, utilities, directly or indirectly, in providing to a Health Seeker(defined templates, forms, content, graphics, techniques, methods, below)the assistance he or she seeks or requires. processes, algorithms, code, know-how, trade secrets and 1.2 Community Partner means any organization that other technologies, implementations and information that are provides services to a Help Seeker through Customer utilizing used by Julota in providing the Julota services, including any the Hosted Service. innovations, revisions, enhancements, upgrades or 1.3 Customer Data means any data collected through the improvements of the foregoing. provision of these services, excluding publicly available data 1.12 Protected Health Information or PHI shall have the and data previously obtained by Julota. Customer Data may same meaning as the term "protected health information" as include Personal Data. defined in HIPAA. 1.4 Customer Website means the website owned and 1.13 Services means, collectively, the Hosted Service, operated by Customer as identified in the applicable Order Platform, Julota API (if available or applicable), and Schedule. Documentation, as described in the applicable SOW(defined 1.5 Documentation means any user guide, help below). information and other documentation and information 2. SERVICES. Subject to the terms and conditions of regarding the Hosted Service that is delivered by Julota to this Agreement, Julota will provide Customer with access to Customer in electronic or other form, if any, including any the Services as described in each Statement of Work"SOW". updates provided by Julota from time to time. The first SOW will be Exhibit A-1 and each subsequent SOW 1.6 Health Privacy Laws means(i)the Health Insurance will be designated "Exhibit A-_", completing the blank for Portability and Accountability Act of 1996, as amended and each subsequent SOW with the appropriate number, in including any implementing regulations ("HIPAA"); (ii) ascending numerical order. A sample form SOW is attached HITECH; (iii) 42 C.F.R. Part 2; and (iv) any other applicable as Exhibit A. Each SOW will be subject to the terms of this federal or state statute, regulation, administrative or judicial Agreement. In the event of any conflict between the terms and ruling requiring a party to protect the confidentiality, privacy conditions of this Agreement and the terms and conditions of and/or security of Personal Data and other healthcare-related a SOW,the terms and conditions of the SOW shall govern as information pertaining to Help Seekers. to that SOW only.Customer's use of the Services is subject to this Agreement and the applicable SOW. 3. LICENSE GRANT. page 1 of 25 V Julota° Julota@ SaaS Agreement 3.1 License Grant to Customer. Subject to the terms 4. PRIVACY. Julota may collect or store Customer Data, and conditions of this Agreement, Julota grants Customer which may contain Personal Data concerning Help Seekers in (defined in the applicable SOW), during the term of the connection with the provision of the Services. Julota will applicable SOW and the term of this Agreement (whichever comply with its non-disclosure obligations set forth in this period is shorter),a non-exclusive, non-transferable right and Agreement. The Parties agree to comply with the license to access and use the Services as provided for in the requirements of all Health Privacy Laws. The Parties agree applicable SOW. The Services will also be provided pursuant that Julota will serve as a Business Associate with respect to to the service levels set forth in the Service Level Agreement certain Services it provides to Customer. Accordingly, as it ("SLA"),which is attached as Exhibit B. applies to such Services, the Parties shall execute and abide 3.2 License Restrictions for Customer. Customer shall by the terms set forth in the business associate agreement not, directly or indirectly, permit any third party to: (i) reverse attached hereto and incorporated herein as Exhibit D("BAA"). engineer, decompile, disassemble or otherwise attempt to 5. PASSWORDS I SECURITY I DISCLOSURE. discover the source code or underlying ideas or algorithms of 5.1 Passwords. Customer is responsible for maintaining the Services; (ii) modify, translate, or create derivative works the confidentiality of its passwords. Customer is solely based on the Services; (iii) rent, lease, distribute, sell, resell, responsible for any and all activities that occur under its assign,or otherwise transfer its rights to use the Services;(iv) account and all charges incurred from use of the Services make the use of the Services available to anyone other than accessed with Customer's passwords. Customer agrees to for its own internal purposes; (v) use the Services for immediately notify Julota of any unauthorized use of timesharing or service bureau purposes or otherwise for the Customer's account or any other breach of security known to benefit of a third party; (vi) remove any proprietary notices Customer.Julota shall have no liability for any loss or damage from the Services or any other Julota materials furnished or arising from Customer's failure to comply with these made available hereunder; (vii) publish or disclose to third requirements. parties any evaluation of the Services; (viii) use the Services in automatic, semi-automatic or manual tools designed to 5.2 Security. Julota will maintain the Services at a third- create virus signatures,virus detection routines, or any other party hosting facility and will implement industry standard data or code for detecting malicious code or data; or(ix) use security precautions, which are intended to prevent the Services to build a competitive product or service,or copy unauthorized access to Customer Data. Customer any features,functions or graphics of the Services. acknowledges that, notwithstanding such security 3.3 API License. If provided for in the applicable SOW, precautions, use of, or in connection to, the internet provides Julota hereby grants Customer, during the term of the the opportunity for unauthorized third parties to circumvent applicable SOW, a nonexclusive, nontransferable, such precautions and gain access to the Services and nonassignable, license to access and use the Julota API Customer Data. solely in connection with its use of the Services. 5.3 Disclosure. Customer agrees that Julota and its 3.4 License Grant to Julota. Customer grants Julota, agents, which have agreed to confidentiality obligations at during the term of this Agreement and the applicable SOW, a least as restrictive as Julota's obligations in this Agreement, non-exclusive, non-transferable, non-sublicensable license can access Customer Data and its account information in for it to use Customer Data and its trademarks (the"Marks") order to respond to its service requests and/or as necessary, for the sole purpose of providing the Services or as otherwise in Julota's sole discretion, to provide Customer with the set forth in this Agreement. Customer reserves all ownership Service.Julota will not otherwise disclose such data except if and other rights in the Customer Data and the Marks not compelled by law, permitted by Customer, or pursuant to the expressly included herein and nothing in this Agreement shall terms of the BAA and the terms of Julota's Privacy Policy, be deemed to convey or transfer to Julota any ownership which is available at www.JuIota.com/privacV-policy/ (the rights in or to the Customer Data or the Marks. Privacy Policy')and is incorporated into this Agreement. The Notwithstanding the foregoing, Customer understands that it terms of this Agreement shall supersede any inconsistent may not be the exclusive owner of Customer Data. terms in the Privacy Policy. 3.5 License Restrictions for Julota. Julota's license to 5.4 Permission to Disclose. By submitting any Help Seeker's Personal Data to the Hosted Services and providing the Marks is subject to the following restrictions: (i) all of said Personal Data to Julota for processing, Customer Julota's uses of the Marks must be preapproved by Customer; warrants that it has: (i) legal authority to disclose such (ii)Julota shall not use any Marks in such a way as to give the impression that they are the property of anyone other than personal Data in compliance with Health Privacy Laws and(ii) Customer; and (iii) Julota shall comply with Customer's if required by Health Privacy Laws,this Agreement,or Julota's trademark guidelines, if any, and any other reasonable Privacy Policy or other policies, the necessary permissions, requirements established by Customer concerning the style, authorizations and consents from the Help Seekers that it design, display, and use of its Marks. Customer's trademark enters Personal Data about through the Services and for the guidelines, if any,are attached as Exhibit C. viewing and processing of their Personal Data and Customer Data by Julota, its agents, third-party service providers,other page 2 of 25 V Julota- Julota@ SaaS Agreement organizations utilizing the Hosted Services to provide 7.2 Conduct. Customer is and will be solely responsible assistance to Help Seekers, and Care Teams as set forth for its actions and the actions of its authorized users while herein. using the Services. Customer is and will also be solely responsible for the actions of each Care Team and each of the 6. OWNERSHIP. Care Team's officers,directors,members,employees,agents, 6.1 With the exception of Customer Data,the Platform,the contractors, subcontractors and individual(s) related to Customer's use of the Services or the provision of assistance Hosted Services, and all information, reports, studies, object to any Help Seeker.Customer is and will be responsible for all and source code(including without limitation the Services and claims made by a Care Team related to any transaction all modifications,enhancements,additions,upgrades,or other related to the Services. Customer acknowledges and agrees works based thereon or related thereto),flow charts, product that Julota is not liable for, or responsible to, remediate any documentation, diagrams, specifications, methods and other tangible or intangible material of any nature whatsoever issues found on Customers network or in Customers web traffic through the Services. In addition to the conduct produced through or as a result of or related to any product, restricted in Section 3.2 (License Restrictions for Customer), service or deliverable(collectively,"Works")or development of Customer agrees,on behalf of itself and its authorized user(s) any data analytics or usage models hereunder, and all to: (i) abide by all laws and regulations including, without patents, copyrights, trademarks and other proprietary rights limitation,all laws applicable to any service Customer provides related to such Works and models, shall be the sole and or any Care Team provides to a Help Seeker and all laws exclusive property of Julota, its Affiliates (defined below) or applicable to the transmission of technical data exported from their third party providers (collectively, "Julota Property"). the United States through the Services and to wireless e-mail Nothing in the Agreement shall convey to Customer any title marketing and advertising;(ii)not to upload or distribute in any to or ownership of any Julota Property. Customer hereby way content that contain viruses,corrupted files, or any other irrevocably assigns and transfers to Julota,its Affiliates or their similar software or programs that may damage the operation third-party providers all rights, title, and interest in any such of the Services or another's computer or mobile device;(iii)not Works and models."Affiliate"means an entity that controls, is to use the Services for illegal, fraudulent, unethical or controlled by, or under common control with a party, where inappropriate purposes;(iv)not to interfere or disrupt networks "control"means the direct or indirect ownership of more than connected to the Services or interfere with the ability of others 50%of the voting securities of such entity or party. No rights to access or use the Services; (v)not to distribute,promote or are granted to Customer hereunder other than as expressly transmit through the Services any unlawful, harassing, set forth herein. libelous, abusive, threatening, harmful, vulgar, obscene, 6.2 Customer acknowledges and agrees that Julota shall pornographic, indecent, defamatory, hateful, racially, have the right to utilize data capture,syndication,and analysis ethnically, unwanted or otherwise objectionable material of tools, and other similar tools, to extract, compile, synthesize, any kind or nature;(vi)not to transmit or post any material that and analyze any non-personally and non-Customer encourages conduct that could constitute a criminal offense or identifiable data or information resulting from Customer's use give rise to civil liability; (vii) not to interfere with another of the Service ("Statistical Data"). Statistical Data may be customer's use and enjoyment of the Services or another collected by Julota for any lawful business purpose without a entity's use and enjoyment of similar services; (viii) not to duty of accounting to Customer, provided that the Statistical engage in, or permit others to engage in, contests, chain Data is used only in an aggregated form, without specifically letters or post or transmit"junk mail," "spam," "chain letters," identifying the source of the Statistical Data. Except for the or unsolicited mass distribution of e-mail; and (ix) to comply limited rights granted herein, at no time shall Julota acquire with all regulations, policies and procedures of networks any ownership, license, rights or other interest in or to the connected to the Services, Julota, or Julota's service Customer Data, all of which shall, as between Customer and providers,as the same may be promulgated from time to time. Julota, be and remain the confidential and proprietary Julota may remove any violating data on the website posted information of Customer. or stored using the Services or transmitted through the 6.3 Julota shall have a royalty-free, worldwide, Services,without notice to Customer; however,Julota has no obligation to do so. transferable,sub-licensable,irrevocable and perpetual license to incorporate into the Service or otherwise use Statistical 7.3 Customer shall maintain privacy policies on its website Data, any suggestions, enhancement requests, and shall deliver printed hard copies of its privacy policies to recommendations or other feedback Julota receives from each Help Seeker prior to entering any information about the Customer. Help Seeker through the Services. Customer will ensure that 7. CUSTOMER OBLIGATIONS. its practices for storing and safeguarding Help Seeker related information are consistent with industry privacy, security 7.1 Process. Customer shall assign two (2) standards and all applicable legal requirements. Customer representatives who will be responsible for all communications must obtain the necessary authorizations and its privacy policy with Julota related to the use of the Services. must include the following disclosures and terms sufficient to allow for: (i) the collection and processing of data from Help page 3 of 25 V Julota- Julota@ SaaS Agreement Seekers,including any Personal Data from a Help Seeker;(ii) is due until the date paid. Customer shall also pay all sums Julota's processing of Health Seeker data; (iii) the use of expended(including,without limitation,reasonable legal fees) Personal Data belonging to Help Seekers as contemplated in in collecting overdue payments. the provision of the Services and in the applicable SOW; (iv) 8.4 Taxes. All fees set forth in this Agreement are the maintenance and retention of Personal Data after exclusive of all taxes and similar fees. Customer shall be assistance is rendered by Customer to a Help Seeker; (v)the responsible for and shall pay in full all sales, use, excise or processing and sharing of Personal Data and other data of similar governmental taxes imposed by any federal, state, or Help Seekers with other organizations utilizing the Hosted local governmental entity upon the fees charged the Customer Services and by Care Teams;and(vi)the sharing and utilizing under this Agreement,exclusive, however, of taxes based on of each Help Seeker's Personal Data and the aggregate data Julota's income, which taxes shall be paid by Julota. If any derived therefrom by Julota. Customer shall be solely taxes for which Customer is responsible hereunder are paid responsible for obtaining and maintaining documentation of by Julota, Customer will promptly reimburse Julota upon any and all legally required written permissions, consents or Customer's receipt of proof of payment. authorizations from Help Seekers before a Help Seeker's Personal Data is provided to Julota or placed on the Platform. 9. TERM. This Agreement commences on the Effective Any and all information provided by Customer to Julota via the Date and shall continue for one year,unless earlier terminated Hosted Services or any other Services relating to any Help in accordance with this Agreement. Following the initial Term, Seeker's permissions, consents or authorizations shall be this Agreement shall renew for successive twelve(12)-month accurate and valid. Customer shall notify Julota, on a form periods unless either party provides written termination notice provided and/or approved by Julota,of any restrictions on the 60 days prior to the end of the Term. use or disclosure of a Help Seeker's Personal Data that 10. TERMINATION. Customer is required to abide by to the extent that such restriction may affect Julota's use or disclosure of that Help 10.1 Breach. Except as otherwise provided in this Section Seeker's Personal Data. Customer shall notify Julota of any 10, either party shall have the right to terminate this changes in, or revocation of, the permission, authorization or Agreement or the applicable SOW upon written notice if the consent by a Help Seeker for Customer to disclose such Help other party has breached a material term of this Agreement or Seeker's Personal Data on the Platform. Notwithstanding the the applicable SOW and has not cured such breach within foregoing revocation or change in authorization, Julota may thirty (30) days of receipt of notice from the non-breaching retain copies of that data in read only format in order to comply party specifying the breach. with its statutory or regulatory requirements or to defend against a claim or complaint. 10.2 Insolvency. Either party shall have the right to terminate this Agreement if(i)the other party has a receiver 8. FEES AND TAXES. appointed for it or its property; (ii)any proceedings are 8.1 Fees. Customer agrees to pay Julota the fees set forth commenced by the other party under a Chapter 7 bankruptcy; on the applicable SOW for the Services, in accordance with or(iii)the other party is liquidated or dissolved. the fees,charges,and billing terms set forth in this Agreement 10.3 Failure to Pay/Customer Conduct. Julota shall have (collectively, "Fees"). All Fees are quoted in United States the right to suspend or terminate access to the Services,at its currency. Except as otherwise provided in this Agreement, sole option, with or without notice to Customer, if: (i) any Fees are non-refundable. payment is delinquent by more than sixty (60) days, or(ii) if 8.2 Additional Charges. Customer shall pay travel and Customer breaches Sections 3.2, 5 or 7 of this Agreement living expenses and other out-of-pocket expenses reasonably 10.4 Immediate Termination. Julota may immediately incurred by Julota in connection with the Services. As suspend or terminate this Agreement or the applicable SOW, applicable, such out-of-pocket expenses shall be incurred in in its sole and absolute discretion,if Customer violates Section accordance with Julota's then-current corporate travel and 7.2 of this Agreement or violates or misappropriates Julota's expense policy. If an out-of-pocket expense is listed in an intellectual property rights related to the Services. Exhibit, such expense may be changed to reflect changes issued by the applicable vendor. All expenses incurred by 10.5 Effect of Termination. Termination of this Agreement Julota for which it seeks reimbursement from Customer must will terminate all SOWs. Termination of an individual SOW will be preapproved in writing by Customer. only terminate that SOW and will not result in the termination of this Agreement,unless the SOW provides otherwise. Julota 8.3 Payments. Unless stated otherwise on the applicable shall not be liable to Customer or any third party for SOW, all Fees are due and payable by Customer within thirty suspension or termination of Customer's access to,or right to (30) days after the invoice date. Any payment not received use, the Services under this Agreement. If Customer from Customer by the due date shall accrue (except with terminates this Agreement or an SOW pursuant to Section respect to charges then under reasonable and good faith 10.1 or if Julota terminates this Agreement or an SOW without dispute), at the lower of one and a half percent(1.5%) of the cause, Customer will be obligated to pay the balance due for outstanding balance per month(being 18%per annum),or the the Services up to the date of termination. If Julota terminates maximum rate permitted by law, from the date such payment page 4 of 25 LbJulota- Julota®SaaS Agreement this Agreement or an SOW pursuant to Section 10.1 or if the disclosure or becomes publicly known through no wrongful Customer terminates this Agreement or SOW without cause, act or failure of the receiving party;(iii)subsequently disclosed Customer shall pay any unpaid fees through the date of to the receiving party on a non-confidential basis by a third termination and shall pay any unpaid fees covering the party not having a confidential relationship with the other party remainder of the term of all SOWs, if the Agreement is hereto that rightfully acquired such information; (iv) terminated, or the applicable SOW, if only the SOW is communicated to a third party by the receiving party with the terminated. Upon the effective date of termination of this express written consent of the other party hereto; or (v) Agreement for any reason,Customer's access to the Services requests for information pursuant to the Freedom of will terminate and Customer shall cease accessing and using Information Act,or any open-records or public disclosure laws, the Services immediately and Julota shall cease use provided an exemption to said disclosure or other law immediately of any Marks. Sections 3.2,4,5,6, 8 through 16 superseding the requirement for disclosure does not apply, and 18 of this Agreement shall survive termination for any and provided that the disclosure does not include data solely reason. stored in the Hosted Service, A disclosure of Confidential 11. CONFIDENTIALITY. Information that is legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or 11.1 Obligations. Each of the Parties agrees to maintain governmental process shall not be considered a breach of this in confidence any proprietary or non-public information of the Agreement; provided the receiving party provides prompt other party, whether written or otherwise, disclosed by the notice of any such subpoena, order, or the like to the other other party in the course of performance of this Agreement that party so that such party will have the opportunity to obtain a a party knows or reasonably should know is considered protective order or otherwise oppose the disclosure. confidential by the disclosing party ("Confidential 12. WARRANTY. Information"). The Parties hereby agree the terms and conditions of this Agreement, and any discussions related to 12.1 Disclaimer of Warranties.EXCEPT AS EXPRESSLY the Services shall be considered Confidential Information. PROVIDED IN THIS AGREEMENT, THE SERVICES ARE Confidential Information also includes: (i) trade secrets and PROVIDED "AS IS," AND, TO THE MAXIMUM EXTENT proprietary information(including that of any client,supplier or PERMITTED UNDER APPLICABLE LAW, JULOTA MAKES licensor); (ii) customer lists, client lists, business plans, NO AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, information security plans,business continuity plans,requests REPRESENTATIONS, IMPLIED WARRANTIES OR for proposals or requests for information and responses to MERCHANTABILITY, WITH RESPECT TO THE USE, such requests that the Parties may change after the Effective MISUSE, OR INABILITY TO USE THE SERVICES (IN Date, and proprietary software programs; and (iii) any other WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR information received from or on behalf of a disclosing party SERVICES PROVIDED TO CUSTOMER BY JULOTA, OR that is marked confidential or that the recipient of the OTHERWISE UNDER THESE TERMS. WITHOUT LIMITING information could reasonably be expected to know is THE FOREGOING, JULOTA DOES NOT WARRANT THAT confidential. The receiving party shall not disclose, use, ALL ERRORS CAN BE CORRECTED, OR THAT USE OF transmit, inform or make available to any entity, person or THE SERVICES WILL BE UNINTERRUPTED OR ERROR body any of the Confidential Information, except as a FREE. JULOTA DISCLAIMS ALL LIABILITY FOR ANY necessary part of performing its obligations hereunder, and MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR shall take all such actions as are reasonably necessary and POOR USE CONDITIONS OF THE SERVICE DUE TO appropriate to preserve and protect the Confidential INAPPROPRIATE OR DEFECTIVE EQUIPMENT, Information and the Parties' respective rights therein, at all DISTURBANCES RELATED TO INTERNET SERVICE times exercising at least a reasonable level of care. Each PROVIDERS, TO THE SATURATION OF THE INTERNET party agrees to restrict access to the Confidential Information NETWORK, ERROR, OMISSION, INTERRUPTION, of the other party to those employees or agents who require DELETION, DEFECT, DELAY IN OPERATION OR access in order to perform their obligations under this TRANSMISSION, COMMUNICATIONS LINE FAILURE, Agreement and who agreed to be bound by these obligations THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS of confidentiality and non-disclosure. Except as otherwise TO, OR ALTERATION OF, USER COMMUNICATIONS, expressly provided in this Agreement,upon termination of this PROBLEMS RELATED TO THE SERVICES OR ITS USE, Agreement for any reason,and at the request of the disclosing LOSS OF PERSONAL CONTENT, OR ANY OTHER party, the receiving party shall promptly return or destroy(at REASONS. JULOTA ALSO EXPLICITLY DISCLAIMS ANY the disclosing party's option), all copies of the other party's WARRANTIES RELATED TO BUSINESS RESULTS THAT Confidential Information. Notwithstanding the foregoing,each MAY BE OBTAINED BY USE OF THE SERVICES AND party may maintain archival copies of Confidential Information SPECIFICALLY STATES NO SUCH REPRESENTATIONS for the applicable statutory periods. ARE OR HAVE BEEN MADE TO CUSTOMER. CUSTOMER 11.2 Exclusions. Confidential Information shall not include WILL BE SOLELY RESPONSIBLE FOR (1) ESTABLISHING any information that is(i)already known to the receiving party AND MAINTAINING AN INTERNET CONNECTION at the time of the disclosure; (ii) publicly known at the time of SUFFICIENT FOR THE SERVICES TO FUNCTION PROPERLY, (11) THE CONTENT AND EFFICACY OF ALL page 5 of 25 VJulota- Julota@ SaaS Agreement MARKETING INITIATIVES, AND (III) FULFILLING ALL ITS Julota may at its option either (a) procure for Customer the OBLIGATIONS TO HELP SEEKERS IN CONNECTION WITH right to use the Services, (b) replace the Services with other THE USE OF THE SERVICES. CUSTOMER WILL FOLLOW suitable products, or (c) refund the prepaid portion of the PROPER BACK-UP PROCEDURES FOR ANY OTHER Fee(s) paid by Customer for the Services or the affected part PROGRAMMING AND ALL DATA TO PROTECT AGAINST thereof. Julota shall have no liability under this Section 13 or LOSS OR ERROR RESULTING FROM THE USE OF ANY otherwise to the extent a claim or suit is based upon(1)use of EQUIPMENT OR THE SERVICES. CUSTOMER AGREES the Services in combination with software or hardware not THAT JULOTA AND THE PLATFORM AND SERVICES DO provided by Julota if infringement would have been avoided in NOT MAKE CLINICAL, MEDICAL OR OTHER DECISIONS the absence of such combination, (2) modifications to the OR RECOMMEND, ENDORSE OR MAKE ANY MEDICAL, Services not made by Julota, if infringement would have been CLINICAL OR RELATED REPRESENTATIONS OR avoided by the absence of such modifications, or (3) use of WARRANTIES. CUSTOMER ASSUMES ALL any version other than a current release of the Services, if RESPONSIBILITY IN CONNECTION WITH DISCLOSING infringement would have been avoided by use of a current CUSTOMER DATA ON THE PLATFORM. release. 12.2 Open Source. Parts of the software for the Services THIS SECTION 13 STATES JULOTA'S ENTIRE LIABILITY may be subject to the GPL(General Public License)for open AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR source software, and all warranties are disclaimed for such VIOLATION, INFRINGEMENT AND MISAPPROPRIATION parts by the Free Software Foundation, Inc. See the GNU CLAIMS BASED ON THE SERVICES. General Public License for more details. Similarly, parts of such software may be subject to the MIT License for open 14. LIMITATION OF LIABILITY. source software,and therefore,the following restrictions: MIT 14.1 Limitation on Direct Damages. EXCEPT AS IT grants permission, free of charge to any person obtaining a RELATES TO JULOTA'S INDEMNIFICATION copy of the software and associated documentation files, to OBLIGATIONS, IN NO EVENT SHALL JULOTA'S deal in the software without restriction, including without AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN limitation the rights to use, copy, modify, merge, publish, ANY WAY RELATED TO THIS AGREEMENT EXCEED THE distribute, sublicense, and/or sell copies of the software, and FEES PAID BY CUSTOMER FOR THE SERVICES FOR THE to permit persons to whom the software is furnished to do so, PERIOD OF TWELVE(12)MONTHS PRIOR TO THE EVENT subject to the following conditions and notwithstanding THAT DIRECTLY GAVE RISE TO THE DAMAGES anything to the contrary in this Agreement: the software is CLAIMED, WITHOUT REGARD TO WHETHER SUCH provided "AS IS" without warranty of any kind, express or CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, implied, including but not limited to, the warranties of WITHOUT LIMITATION, NEGLIGENCE), PRODUCT merchantability, fitness for a particular purpose and non- LIABILITY OR OTHERWISE. infringement, In no event shall the authors or copyright holders be liable for any claim, damages or other liability, 14.2 Waiver of Consequential Damages. IN NO EVENT whether in an action of contract,tort or otherwise,arising from, SHALL JULOTA BE LIABLE FOR ANY INDIRECT,SPECIAL, out of or in connection with the software or the use of other PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, dealings in the software. WITHOUT LIMITATION, LOSS OF DATA OR LOSS OF 12.3 Mutual Warranties. Each party represents and PROFITS,WITHOUT REGARD TO WHETHER SUCH CLAIM warrants that: (i) it does not have any contractual obligations IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT that would prevent it from entering into this Agreement;and(ii) LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR it will comply with all laws and regulations directly applicable OTHERWISE, EVEN IF JULOTA HAS BEEN ADVISED OF to its performance of its obligations under this Agreement or THE POSSIBILITY OF SUCH DAMAGES. its use of the Services. 14.3 No Liability for Wrongful Third-Party Disclosures. 13. INDEMNIFICATION. Julota shall indemnify, defend, Notwithstanding anything to the contrary herein, Julota will or at its option settle,any third party claim or suit based on any have no liability to Customer or any other organization or third party claim or suit based on a claim that the provision of individual related to the wrongful disclosure by Customer,the the Services violate applicable law or that the Services Care Team, a Community Partner or any director, officer, (excluding any third party software) violate, infringe or employee, agent or service provider of the foregoing. misappropriate any United States patent,copyright,trademark 15. NON-SOLICITATION. During the term and for a or trade secret and Julota shall pay any final judgment entered period of twelve(12) months thereafter, Julota and Customer against Customer in any such proceeding or agreed to in shall not knowingly,directly or indirectly,solicit,recruit,employ settlement; provided (i)Julota is promptly notified in writing of or contract with any employees of one another. such claim or suit,(ii)Julota or its designee has sole control of such defense or settlement, and (III) Customer gives all 16. INSURANCE. Julota will maintain (and shall cause information and assistance requested by Julota or such each of its agents, independent contractors and designee. To the extent that use of the Services is enjoined, subcontractors performing any services hereunder to page 6 of 25 U J u Iota- Julota@ SaaS Agreement maintain) at its sole cost and expense at least the following resolved within 30 days of the commencement of informal insurance covering its obligations under this Agreement: efforts under this paragraph, either party may pursue formal 16.1 Commercial General Liability.With coverage of not legal action. This paragraph will not apply if expiration of the less than One Million Dollars ($1,000,000) each occurrence applicable time for bringing an action is imminent and will not for bodily injury and for damage to property); includingprohibit a party from pursuing injunctive or other equitable ( y � y g p p y)' coverage for premises and operations, contractual liability, relief to which it may be entitled. broad form property damage and products and completed 17.4 Relationship of the Parties. The Parties to this operations and Three Million Dollars ($3,000,000) in the agreement are independent entities, and no agency, aggregate. partnership franchise, joint venture or employee-employer 16.2 Cyber Liability Insurance.With coverage of not less relationship is intended or created by this Agreement. than Three Million Dollars($3,000,000)in the aggregate which 17.5 Assignment. Neither Party may assign any of its shall include at a minimum coverage for (i) unauthorized rights or obligations hereunder,whether by operation of law or access by an outside party, which may take the form of a otherwise,without the prior written consent of Julota(not to be "hacker attack" or a "virus" introduced by a third party; (ii) unreasonably withheld).Notwithstanding the foregoing,either failure to prevent a party other than an insured from Party may assign this Agreement in its entirety (including all unauthorized access to,use of,tampering with or introduction SOWs),without consent of the other Party, in connection with of malicious code into data, programs or systems; and (iii) a merger, acquisition, corporate reorganization, or sale of all breach of Customer's data. or substantially all of its assets, provided that, in the case of 16.3 Policy Terms. Such insurance shall name Customer Customer, the assignment is not to a direct competitor of as an additional insured. A blanket endorsement or an Julota. In the event that either Party assigns its rights or additional insured endorsement evidencing the policy shall be obligations hereunder,in violation of this Section,either Party provided to Customer upon execution. Julota shall provide may at its election,terminate this Agreement,provided it does Customer with written notice of any policy cancellation within so within sixty(60) days of the date that written notice of the thirty(30)days of the receipt of such notice.Julota shall obtain assignment is provided to the non-assigning Party. Subject to replacement insurance policies meeting the requirements of the foregoing, this Agreement shall bind and inure to the this Section 17. benefit of the parties, their respective successors and permitted assigns. 17. GENERAL. 17.6 Entire Agreement. This Agreement, including all 17.1 Notices.All notices to a party shall be in writing and SOWs, exhibits and addenda hereto, constitutes the entire sent to the addresses specified in this Agreement(and in the agreement between the Parties and supersedes all prior and case of Julota,to the attention of the Chief Operating Officer) contemporaneous agreements, proposals or representations, or such other address as a party notifies the other party, and written or oral,concerning its subject matter. No modification, shall be deemed to have been duly given when received, if amendment,or waiver of any provision of this Agreement shall personally delivered;when receipt is electronically confirmed, be effective unless in writing and either signed or accepted if transmitted by facsimile or email;three days after it is sent, electronically by the party against whom the modification, if sent for next day delivery by recognized overnight delivery amendment or waiver is to be asserted.However,to the extent service;and upon receipt,if sent by certified or registered mail, of any conflict or inconsistency between the provisions in the return receipt requested. body of this Agreement and any SOW, exhibit or addendum 17.2 Governing Law and Jurisdiction. This Agreement hereto, the terms of such SOW, exhibit, or addendum shall shall be governed by the laws of the State that the Customer prevail. Notwithstanding any language to the contrary therein, is located, excluding its conflict of laws rules. Each party no terms or conditions stated in a Customer purchase order or hereby irrevocably submits to the exclusive jurisdiction of the other order documentation (excluding SOWS) shall be Courts within the County of El Paso located in the State of incorporated into or form any part of this Agreement, and all Colorado. Any provision of this Agreement held to be such terms or conditions shall be null and void. Further, unenforceable shall not affect the enforceability of any other notwithstanding the foregoing, terms of the SOW that conflict provisions of this Agreement. Each party further hereby with or are inconsistent with this Agreement, which conflict waives any right to jury trial in connection with any action or with statutory or regulatory requirements will not control or litigation in any way arising out of or related to this Agreement. supersede this Agreement and such terms will be deemedwaived. 17.3 Dispute Resolution. Before initiating legal action 17.7 Force Majeure. Neither party shall be in default if its against the other party relating to a dispute herein,the Parties failure to perform any obligation under this Agreement is agree to work in good faith to resolve disputes and claims caused solely by supervening conditions beyond that party's arising out of this Agreement. To this end, each party may reasonable control including, without limitation, acts of God, request that the other party designate an officer or other civil commotion, war, strikes, labor disputes, third party management employee with authority to bind such party to Internet service interruptions or slowdowns, vandalism or meet to resolve the dispute or claim. If the dispute is not page 7 of 25 U Julota- Julota®SaaS Agreement "hacker"attacks, acts of terrorism or governmental demands electronic signatures to bind Customer and its affiliates. or requirements. Electronic signatures by Customer and its affiliates,as well as 17.8 No Third-Party Beneficiary Rights. This Agreement signatures by either party transmitted by facsimile or is not intended to and shall not be construed to give any third- electronically via PDF or similar file delivery method, shall party any interest or rights (including, without limitation, any have the same effect as an original signature. third-party beneficiary rights)with respect to or in connection 17.13 Federal Government End Use Provisions. If with any agreement or provision contained herein or Customer is a U.S.federal government end user,the Services contemplated hereby. are a"Commercial Item"as that term is defined at 48 C.F.R. 17.9 Headings. The headings of the sections of this §2.101, consisting of"Commercial Computer Software" and Agreement are for reference only and shall not:modify,define Commercial Computer Software Documentation", as those or limit any of the terms or provisions of this Agreement. terms are used in 48 C.F.R.§12.212 or 48 C.F.R.§227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 17.10 Severability. If any provision of this Agreement shall through 227.7202-4, as applicable, these Services are be held to be illegal, invalid or unenforceable, that provision licensed to You with only those rights as provided under the will be enforced to the maximum extent permissible so as to terms and conditions of this Agreement. affect the intent of the parties and the validity, legality and Each party hereto has caused this Agreement to be executed enforceability of the remaining provisions shall not in any way by its authorized representative with effect from the Effective be affected or impaired thereby. Date. 17.11 Construction. This Agreement has been negotiated by the Parties and will be fairly interpreted in accordance with TouchPhrase Development,LLC dlbla Julota its terms and without any strict construction in favor or against any party. By: 17.12 Counterparts and Signatures. This Agreement and any SOWs, exhibits, addenda and amendments may be Name: DATE executed in counterparts, each of which shall be deemed an Title: original and which shall together constitute one instrument. Each party may execute this Agreement and any SOWs, exhibits,addenda Exhibit or amendment hereto in the form of Mason County Public Health,Washington("Customer") an electronic record utilizing electronic signatures, as such terms are defined in the Electronic Signatures in Global and National Commerce Act(15 U.S.C.§7001 et seq.).Customer By: and its affiliates will not dispute the validity or authenticity of electronic signatures submitted to Julota by Customer or its Name: DATE affiliates, nor will Customer or its affiliates dispute the legal Title: authority, validity or authenticity of those who sign with such page 8 of 25 V Julota- Julota@ SaaS Agreement EXHIBIT A Statement of Work No.1 Service and Fees This Statement of Work No. 1 ("SOW") is entered as of July 21, 2020 (the "Effective Date") by and between TouchPhrase Development, LLC d/b/a Julota ("Julota") and Mason County Public Health, Washington ("Customer"). Except as otherwise specifically provided herein, the terms and conditions of the agreement between Julota and Customer dated July 21, 2020 (the "Agreement")are incorporated herein by reference. Any capitalized term used but not defined in this SOW shall have the meaning first assigned to it in the Agreement. A. Term: The term of this SOW is set forth in Appendix 1 to this SOW. B. License and Deliverables: 1. Services: Julota will license to Customer access to a web-based and mobile integrated software for tracking services provided to Help Seekers on the Platform,which is called"Julota Reach." Customer and its authorized users may access the Services for the purpose of providing long-term Health Seeker contact, tracking, monitoring and care. Customer will,through the administration panel of Julota Reach,create and authorize new authorized users. Julota Reach software will allow Customer and its authorized users to communicate action steps necessary to integrate and coordinate the care of Help Seekers. 2. Authorized users: Authorized users may be individuals from Customer's organization or Care Teams and their employees. Customer may authorize an unlimited number of authorized users to access Julota Reach through Customer's license. 3. Usage and Storage: The amount of usage of the Hosted Services(not including enrollments)and data storage is unlimited. 4. Excess Hosted Service Usage Fee: $0 5. Service Levels: Julota will provide general support for Julota Reach as provided for in the SLA attached as Exhibit"B"to the Agreement. C. Fees and Expenses: 1. Fees and expenses will be as provided in Appendix 1 to this Statement of Work. 2. Payment: All.payments shall be paid within 30 days of the date on the invoice. Payments should be made payable to"Julota"and sent to the following address: Julota Attention: Accounting Department 102 S.Tejon St., Suite 1100 Colorado Springs, CO 80903 Julota may change the payment method provided it does so in writing to Customer. Payments not paid within 30 days of the date on the invoice will be charged at the lower of one and a half percent (1.5%) of the outstanding balance per month (being 18% per annum), or the maximum rate permitted by law, from the date such payment is due until the date paid,whichever is lower. Customer shall also pay all sums expended(including,without limitation, reasonable legal fees)in collecting overdue payments. page 9 of 25 V Julota- Julota@ SaaS Agreement D. Schedule: Upon execution of the Agreement and this SOW,provided the fee for the Initial Term is paid upon execution of this SOW, Julota will commence the planning and execution of the Services with the intent of launching the Services for Customer by_Date TBD_. E. Service Changes: Julota reserves the right,in its sole discretion,to make any changes to the Services that it deems necessary or useful to: 1. maintain or enhance (i)the quality or delivery of the Services for its customers, (ii)the competitive strength of or market for Julota's services,or(iii)the cost efficiency or performance of the Services;or 2. to comply with applicable Law. Notwithstanding the foregoing, in no event will such Julota initiated changes result in increased cost to Customer during the term of this SOW. Customer understands that daily and weekly Julota initiated changes may occur without advance notice and such changes are for the purpose of bug fixes and minor improvements. During the term of this SOW,Julota shall provide to Customer at no additional charge the following: 1. any and all changes that it develops with respect to the Services,unless such changes are considered optional to the Customer and bear additional costs to Julota outside of costs for Julota initiated implementation and development; 2. any and all changes required by federal or state governmental, or professional regulatory mandates related to the Customer's use of the Services;and 3. the Documentation associated with any changes. Without limiting the foregoing, Customer may, at any time during the Term, request in writing changes to the Services. The Parties shall evaluate the requested changes and, if agreed, implement all such requested changes in accordance with a mutually agreed change order. No requested changes will be effective unless and until memorialized in a written change order signed by both Parties. F. Subcontractors: Julota may from time to time in its discretion engage third parties to perform Services(each,a"Subcontractor") G. On-Site Resources: Any Julota personnel visiting Customer's facilities shall comply with all applicable Customer policies regarding access to, use of, and conduct within such facilities. Customer will provide copies of such policies to Julota upon request. H. Customer Acknowledgments: Customer shall be responsible for purchasing, acquiring and installing all hardware associated with the Agreement and this SOW. Customer shall also be responsible for all training. Julota has no responsibility related to any of the hardware, including,but not limited to,in-store hardware(iPads,cables,cases,etc.). Julota may advise Customer regarding proper deployment of Services,but such advice is without warranty and provided"As Is". I. Definitions: 1. "Dataset Migration"is the process of selecting, preparing,extracting,and transforming data from one computer storage system to another." page 10 of 25 V Julota- Julota®SaaS Agreement 2. "Monthly Active Client(s)" is a Help Seeker whose name has been added to the Hosted Services, through Customer's subscription to the Services,for a service,encounter or enrollment for a particular month. Each party hereto has caused this Statement of Work to be executed by its authorized representative as of the Effective Date. TouchPhrase Development,LLC dlbla Julota Mason County Public Health,Washington("Customer") By: By: Name: Name: Title: Title: Date: Date: page 11 of 25 V Julota- Julota@ SaaS Agreement Appendix 1 to the Statement of Work No.1 This Appendix 1 to the Statement of Work No.1 ("Appendix"),except as otherwise specifically provided herein,incorporates by reference the terms of the Agreement and the SOW. Any capitalized term used but not defined in this Appendix shall have the meaning first assigned to it in the SOW and,to the extent not defined in the SOW,then the meaning assigned to it in the Agreement. The terms for Julota will provide the Services according to the following: 1. Term: The"Term"of the SOW shall be for one(1)year from the Effective Date and ending 11:59:59 p.m. MT on July 20, 2021 (the'Initial Term"),after which date this SOW shall automatically renew for successive 1-year periods,not to exceed five (5) years (each, a "Renewal Term"), or until such time as either party elects not to renew this SOW by providing written notice of non-renewal to the other party at least 60 days prior to the expiration of the Initial Term or the current Renewal Term. 2. Fees(the following fees do not include applicable taxes): One Time Implementation Fee Schedule: Units: Price per Unit: Total: Implementation Package Per Hub 2 $2,800.00 $ 5,600.00 Workflow understanding and guidance 1 Included Included PDF Workflow Training Documents 1 Included Included Premium Launch Support 7 days) 1 Included Included Sixty-minute video training session 2 Included Included Custom Forms and Assessments 2 Included Included Dataset Migration 1 Included Included CJIS/SAMHSA 42 CFR Part 2 Workflow Validation 3 $5,000.00 $ 15,000.00 TOTAL ONE-TIME FEES: $ 20,600.00 Recurring Annual Fees Schedule(non-refundable): Units: Price per Unit: Total: Julota Base Platform License $ 4,550.00 Hubs 1 $5,000.00 $ 5,000.00 Hubs EMS 1 $3,000.00 $ 3,000.00 Community Partner Organizations 25 $ 100.00 $ 2,500.00 Interfaces 6 $1,200.00 $ 7,200.00 Touches 400 $ 4.00 $ 1,600.00 Module—Pt Direct Communication LEAD and QRT 2 $ 600.00 $ 1,200.00 Module—Telemedicine 0 $ 600.00 $ 0.00 Module—Digital Faxing LEAD and QRT 2 $ 600.00 $ 1,200.00 Module—Instant Messa in LEAD only) 1 $ 600.00 $ 600.00 Module—Mobile A LEAD only) 1 $1,200.00 $ 1,200.00 Module—Clinical LEAD and QRT 2 $ 600.00 $ 1,200.00 Module—Surveys LEAD only) 1 $ 600.00 $ 600.00 Module-SAMHSA 42 CFR Part 2 LEAD and QRT 2 $3,000.00 $ 6,000.00 Module-CJIS 1 $3,000.00 $ 3,000.00 Base Report Package 6 six reports 2 $1,200.00 $ 2,400.00 Tableau Research and Analysis Reporting 0 $2,400.00 $ 0.00 TOTAL RECURRING FEES: $ 41,250.00 page 12 of 25 V Julota- Julota@ SaaS Agreement Julota Elite Support Services For LEAD: Units: Price per Unit: Total: Yearly Julota Elite Support Service 1 $31,000.00 $ 31,000.00 Included for each Hub: Access to Implementation Specialists up to 3 hours per.month: 1 Included Included Help Desk access via web portal 1 Included Included Email access 1 Included Included Phone support-24/7 dedicated line for all hub users 1 Included Included Group training:maximum of 2 hours per month 1 Included Included One on one training:maximum of 4 hours per month 1 Included Included Travel: if training is not done virtually,travel charged at cost 1 Included Included Severity response for critical issues via hotline-4 hours 1 Included Included *Post-implementation Development time charged$175/hour YEARLY SUPPORT FEES: $ 31,000.00 Julota Support Services For QRT: Units: Price per Unit: Total: Julota Basic Support Service 1 $3,600.00 $ 3,600.00 Included for each Hub: Access to Implementation Specialists up to 3 hours per month 1 Included Included Help Desk access via web portal 1 Included Included Email access 1 Included Included Severity response for critical issues via hotline-4 hours 1 Included Included *Post-implementation Development time charged$225/hour 1 Included Included YEARLY SUPPORT FEES: $ 3,600.00 Total for: Implementation + Recurring Fees + Julota Elite and Basic Support Services = $96,450.00 3. For the completion of the Dataset Migration, Customer is responsible for providing its"data dictionary,"which provides the name of the data fields in the old system,the definition of each data field, and the name of the field it is being moved to on Julota's system. 4. If Customer exceeds the estimated number of Monthly Active Clients during a year,it will not be charged for additional Monthly Active Clients,but Julota reserves the right to adjust the fee for Monthly Active Clients in the following year. 5. On an annual basis,the fees set forth in the"Recurring Annual Fees Schedule"may be increased by Julota in accordance with the increase with the most recently published United States of America Consumer Price Index plus two percent(2%). 6. Additional services listed above may be purchased at any time by Customer by providing written notice to Julota requesting the additional services. The rates set forth above in the"Recurring Annual Fees Schedule"are valid if ordered during the Term for Non-Recurring Term subscriptions and during the Initial Term for Auto-Renew Term subscriptions. Thereafter,the rates will be at the then current rates set by Julota. 7. The fees in the"Recurring Annual Fees Schedule"are based upon anticipated usage for the first year of the Term and then based on anticipated or actual usage for any additional years following the first year of the Term. page 13 of 25 V Julota- Julota@ SaaS Agreement Each party hereto approves of and accepts the terms of this Appendix. TouchPhrase Development,LLC dlbla Julota Mason County Public Health,Washington ("Customer") By: By: Name: Name: Title: Title: Date: Date: page 14 of 25 uJulota- Julota@ SaaS Agreement EXHIBIT B Service Level Agreement In performing the Services for Customer, Julota's level of performance shall be at least equal to or exceed the Service Levels set forth in this Service Level Agreement(this"SLA")at all times during the Term of the applicable Statement of Work. A. Definitions. Unless otherwise defined in this Addendum, the capitalized terms in this Addendum have the following meaning. Defined terms that are not defined in this Addendum will have the same meaning as in the Agreement. 1. "Authorized User"is a person who has been granted authority to use the Services by the Customer Representative. 2. "Availability"means that the Services are readily available to Customer and operating without material Error, excluding any Outages and"Low"level incidents(defined below). 3. "Customer Representative"means the single person that Customer has designated in writing to Julota to be its Customer Representative. Customer may change the Customer Representative by written notice to Julota. Only one person may be designated as Customer Representative at any time. In addition to the authority designated in this Addendum,the Customer Representative is awarded all rights designated to Authorized Users(e.g.,the ability to contact the Support Desk). Only the Authorized Users may contact the Support Desk. 4. "Emergency Maintenance"means the downtime required by Julota for upgrading or maintaining the Services; provided,that Julota has given Customer at least twenty-four hours prior written notice of such downtime, provided that Emergency Maintenance does not exceed five(5)hours per month,and provided that Emergency Maintenance does not occur more than six(6)times per year. 5. "Failure"means any failure of Julota to meet a Service Level requirement;but excludes those failures attributable to a Force Majeure event. 6. "Monthly Availability Percentage"means the amount equal to the total number of minutes(multiply the number of calendar days in any given month by the product of 24 times 60)in the applicable calendar month,minus the total Outage time for that month,then divided by the total number of minutes. 7. "Outage"means the period(measured in minutes)that the Services are not readily available to Customer and/or are operating with material Error;but shall not include: (i)Scheduled Downtime(which will not exceed ten(10) hours in aggregate per month); (ii)emergency maintenance activities which will not exceed five(5)hours per month; (iii)periods of unavailability attributable to Customer's negligent acts or omissions;or(iv)Customer's failure to timely respond to Julota in connection with the resolution of any Problem. 8. "Regular Release"means releases of minor product updates for upgrading or maintaining the Services; provided that there shall be no more than two regular releases per week and downtime for these weekly releases does not exceed fifteen(60)minutes for each release. 9. "Scheduled Downtime"means the downtime required by Julota for upgrading or maintaining the Services; provided,that(1)such downtime occurs between the hours of 22:00 MT USA and 5:00 MT USA(or such other hours that Customer has previously and specifically approved in writing);and(ii)Julota has provided five(5) business days prior written notice of such downtime. This may also be referred to as"Scheduled Maintenance". (iii)not to exceed 4 hours each month. 10. "Support Desk"is a resource that provides administrative support and technical support to Authorized Users. B. Technical Support. 1. Contact Methods.Julota will make available to the Authorized Users two means of contacting the Support Desk:an email("Support Email")and Web Portal. 1. Email Support: Ju Iota-Su pportonu Iota.com 2. Web Portal: http://support.juIota.com 2. User Support Hours. Unless otherwise stated,standard user support hours are Monday—Friday from 8 AM to 5 PM local time with the exception of state and Federal holidays. In the event calls or emails are received outside of page 15 of 25 V Julota° Julota@ SaaS Agreement User Support Hours,Julota will address the Authorized User's query during User Support Hours with the exception of Critical events(as discussed below). 3. Technical support will be limited to the permissions of the Authorized User,which will be determined by the Customer Representative pursuant to the"Protocol Authorization Form,"a sample of which is attached as"Annex A"in blank format. The permissions will be defined in the Protocol Authorization Form. The Protocol Authorization Form will set forth the Authorized User's permissions granted to him or her. 4. At the time that the Authorized User contacts the Support Desk,the Authorized Users permissions will be verified in order to determine the scope of support that may be granted. If an Authorized User does not have sufficient permissions(e.g.,they are attempting to report an issue for an area that they do not have the authority to access, the event will be deemed unreported). C. Severity Levels and Response Times. The following are a description of the service levels and the service level response times: 1. Critical.An incident with a severity level of"Critical"is defined as one that produces an emergency situation(e.g., system down)in which the Services are substantially or completely non-functional or inoperable. In the event of a Critical incident,the Authorized User shall contact the Support Desk to report the problem. If the reported event is Critical and outside of User Support Hours,the Authorized User shall contact the Support Desk via the hotline, which is monitored 247065, excluding State and Federal holidays.The Support Desk will contact the Authorized User,who reported the incident within four(4)hours to diagnose and begin remediation of the event and will use commercially reasonable efforts to resolve the event as soon as is reasonably possible under the circumstances. Any Authorized User may contact the support desk to report a Critical incident,even if the issue in question relates to a portion of Julota that is not under the purview of the Authorized User's permissions. In this case,the Support Desk will take the report of the issue,but will not contact the reporting user with resolution, but instead,will contact the Customer Representative to report resolution. 2. High.An incident with a severity level of"High"is defined as one that produces a detrimental situation in which the Services are usable,but materially incomplete;performance(response time)of the Services is degraded substantially such that there is a severe impact on use under reasonable loads;one or more mainline functions or commands is inoperable;or the use is otherwise significantly impacted. If the reported event is a High severity,the Support Desk will contact the Authorized User who reported the event within eight(8)User Support Hours to diagnose and begin remediation of the event,and will use commercially reasonable efforts to resolve the event with five(5)business days.Any authorized user may contact the support desk to report any issue,even if the issue in question relates to a portion of Julota that is not under the purview of the authorized user's permissions. Notwithstanding the foregoing, if the Authorized User that reported the event is not under the purview of the Authorized User's permissions,the Support Desk will take the report of the issue, but will not contact the reporting user with resolution,but instead,will contact the Customer Representative to report resolution. 3. Low.An incident with severity level of"Low"is defined as one that produces an inconvenient situation in which the Services are usable but do not provide a function in the most convenient or expeditious manner and the Authorized User suffers little or no significant impact. If the reported event is Low severity,Julota will attempt to resolve the event in a commercially reasonable manner in future maintenance releases. Only the Authorized User may contact the support desk to report the issue. page 16 of 25 V Julota- Julota®SaaS Agreement Basic Services Premium Services Elite Services Coverage Business Hours Business Hours 24/7 Response Critical 4 hours via hotline 2 hours via hotline 1 hour via hotline High 2 business days via email or 1 business day via email or '/z business day via email or web portal web portal web portal Low 3 business days via email or 1 business day via email or 1 business day via email or web portal web portal web portal D. Availability and Responsiveness Customer 1. Monthly Availability Percentage. Julota shall maintain Availability of the hosting Services in accordance with at least the following Monthly Availability Percentage(as defined in this Exhibit B below): Monthly Availability Percentage 99% 2. Failure to meet Monthly Availability Percentage. In the event of a Failure by Julota to meet the Monthly Availability Percentage set forth above in any calendar month during the Term,Julota shall issue Customer a service credit("Service Credit")as follows: Performance Level Monthly Availability Service Credit Percentage 1 Between 97%and 99.8% 2%of the monthly subscription fees paid in the month preceding the Failure. 2 Between 95%and 96.99% 3%of the monthly subscription fees paid in the month preceding the Failure. 3 Less than 94.99% 5%of the monthly subscription fees paid in the month preceding the Failure. Customer shall have the right to immediately terminate this Agreement upon written notice to Julota if a)the Monthly Availability Percentage falls below 85%for one calendar month,or b)the Monthly Availability page 17 of 25 V Julota° Julota®SaaS Agreement Percentage falls below 94.99%for two consecutive calendar months,or c)if the Monthly Availability Percentage falls below 94.99%for five or more calendar months per calendar year. E. Plan Coverage Coverage Basic Premium Elite Services Services Services Help Desk via Email/Portal Support(standard support hours) X X X Email Access via Email/Portal Support(standard support hours) X X X Training(one on one training:maximum 4 hours/month) X Post Implementation Development X X X ($200/hour) ($175/hour) ($150/hour) Telephone support from 8:00 am—5:00 pm(local time zone) X Telephone support-2417 dedicated phone line for all hub users. X X Travel—if training not provided virtually (charged at cost) 10 Community Partners engaged,trained,on boarded,and supported X once contract provided per year. page 18 of 25 V Julota° Julota&SaaS Agreement EXHIBIT C Customer Trademark Guidelines Julota 0 Is a registered trademark of TouchPhrase Development, LLC Connecting Your Community 0 Is a registered trademark of TouchPhrase Development, LLC page 19 of 25 V Julota- Julota@ SaaS Agreement Exhibit D HEALTHCARE CONFIDENTIALITY COMPLIANCE AGREEMENT - HIPAA Business Associate Agreement This HEALTHCARE CONFIDENTIALITY COMPLIANCE AGREEMENT - HIPAA Business Associate Agreement ("HCCA" or "Agreement") is entered into and effective on July 21, 2020 ("Effective Date") by and between Mason County Public Health, Washington("Customer")and TouchPhrase Development, LLC d/b/a Julota("Provider"or"Business Associate"). THE PARTIES THEREFORE AGREE TO THE FOLLOWING: 1. Preamble and Definitions 1.1.The Parties hereby acknowledge for purposes of this agreement that while Customer is not a Covered Entity under HIPAA, Customer abides by equivalent standards included in Washington State Uniform Health Care Information Act of 1991 and amendments thereto codified at R.C.W.70.02("RCW 70.02").The Parties further acknowledge for purposes of this agreement that while Provider is not Customer's Business Associate under HIPAA, Provider is obligated to abide by equivalent standards included in RCW 70.02. 1.2. Pursuant to HIPAA and RCW 70.02, Mason County Public Health, Washington ("Customer") a Washington State County Entity and Julota,or any of its corporate affiliates, ("Provider"),a Colorado limited liability company,enter into this Healthcare Confidentiality Compliance Agreement ("HCCA") as of the effective date of the Software as a Service Agreement ( the "Effective Date") that addresses the RCW 70.02 and HIPAA requirements with respect to "business associates,"as defined under the privacy,security,breach notification, and enforcement rules at 45 C.F.R.Parts 160 and 164("HIPAA Rules")and"contractors"as referred to in RCW 70.02.A reference in this HCCA to a section in the HIPAA Rules means the section as in effect or as amended. 1.3.This HCCA is intended to ensure that Provider will establish and implement appropriate safeguards for the Protected Health Information ("PHI") (as defined under the HIPAA Rules) that Provider may receive, create, maintain, use, or disclose in connection with the functions, activities, and services that Provider performs for Customer. The functions, activities, and services that Provider performs for Customer are defined in the Software as a Service Agreement entered between Provider and Customer(the"Underlying Agreement"). 1.4.Pursuant to changes required under the Health Information Technology for Economic and Clinical Health Act of 2009 (the"HITECH Act")and under the American Recovery and Reinvestment Act of 2009("ARRA") this HCCA also reflects federal breach notification requirements imposed on Provider when"Unsecured PHI"(as defined under the HIPAA Rules) is acquired by an unauthorized party and the expanded privacy and security provisions imposed on business associates 1.5. Unless the context clearly indicates otherwise, the following terms in this HCCA shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, disclosure, Electronic Media, Electronic Protected Health Information(ePHI),Health Care Operations,individual,Minimum Necessary,Notice of Privacy Practices, Required By Law, Secretary, Security Incident, Subcontractor,Unsecured PHI,and use. 1.6.A reference in this HCCA to the Privacy Rule means the Privacy Rule, in conformity with the regulations at 45 C.F.R. Parts 160-164 (the "Privacy Rule") as interpreted under applicable regulations and guidance of general application published by the HHS, including all amendments thereto for which compliance is required, as amended by the HITECH Act,ARRA and the HIPAA Rules. 2. General Obligations of the Parties 2.1. The Parties agree that any defined term used in this HCCA which has different meanings under HIPAA Rules and RCW 70.02,the meaning ascribed in RCW 70.02 will govern;and further,that any defined term used in this HCCA that is not defined in RCW 70.02,the definition included in the HIPAA Rules will govern. 3. General Obligations of the Provider page 20 of 25 V Julota- Julota®SaaS Agreement 3.1.Provider agrees not to use or disclose PHI,other than as permitted or required by this HCCA or as Required By Law, or if such use or disclosure does not otherwise cause a Breach of Unsecured PHI. 3.2.Provider agrees to use appropriate safeguards and comply with Subpart C of 45 C.F.R.Part 164 with respect to ePHI, to prevent use or disclosure of PHI other than as provided for by the HCCA. 3.3.Provider agrees to mitigate,to the extent practicable,any harmful effect that is known to Provider as a result of a use or disclosure of PHI by Provider in violation of this HCCA's requirements or that would otherwise cause a Breach of Unsecured PHI. 3.4.The Provider agrees to the following breach notification requirements: (a) Provider agrees to report to Customer in writing any Breach of Unsecured PHI not provided for by the HCCA of which it becomes aware within 5 calendar days of"discovery"within the meaning of the HITECH Act. Such notice shall include(i) the identification of each individual whose Unsecured PHI has been, or is reasonably believed by Provider to have been, accessed, acquired,or disclosed in connection with such Breach; (ii)a description of the types of Unsecured PHI that were involved in the Breach; (iii) any recommended steps the individual(s) whose PHI was inappropriately disclosed should take to protect themselves from potential harm;and,(iv)a brief description of what the Provider is doing to investigate the unauthorized access or use of PHI. In addition, Provider shall provide any additional information reasonably requested by Customer for purposes of investigating the Breach and any other available information that Customer is required to include to the individual under 45 C.F.R. § 164.404(c) at the time of notification or promptly thereafter as information becomes delayed. Provider's notification of a Breach of Unsecured PHI under this Section shall comply in all respects with each applicable provision of section 13400 of Subtitle D(Privacy)of ARRA,the HIPAA Rules and related guidance issued by the Secretary or the delegate of the Secretary from time to time. (b) In the event of Provider's use or disclosure of Unsecured PHI in violation of HIPAA, the HITECH Act, or ARRA, Provider bears the burden of demonstrating that notice as required under this Section 2.4 was made, including evidence demonstrating the necessity of any delay,or that the use or disclosure did not constitute a Breach of Unsecured PHI. 3.5. Provider agrees, in accordance with 45 C.F.R. §§ 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, to require that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of the Provider agree in writing to the same restrictions,conditions,and requirements that apply to the Provider with respect to such information. 3.6. Provider agrees to make available PHI in a Designated Record Set to Customer as necessary to satisfy Customer's obligations under 45 C.F.R.§164.524 and RCW 70.02.080. (a) Provider agrees to comply with an individual's request to restrict the disclosure of their personal PHI in a manner consistent with 45 C.F.R. § 164.522, except where such use, disclosure, or request is required or permitted under applicable law. (b) Provider agrees that when requesting, using, or disclosing PHI in accordance with45 C.F.R..§ 164.502(b) (1)that such request, use, or disclosure shall be to the minimum extent necessary, including the use of a "limited data set" as defined in 45 C.F.R.§164.514(e)(2),to accomplish the intended purpose of such request,use,or disclosure,as interpreted under related guidance issued by the Secretary from time to time. 3.7. Provider agrees to make any amendments to PHI in a Designated Record Set as directed or agreed to by the Customer pursuant to 45 C.F.R.§164.526 or RCW 70.02.100,or take other measures as necessary to satisfy Customer's obligations under 45 C.F.R.§164.526 and RCW 70.02.100. 3.8. Provider agrees to maintain and make available the information required to provide an accounting of disclosures to Customer as necessary to satisfy Customer's obligations under 45 C.F.R.§164.528 and RCW 70.02.020. 3.9. Provider agrees to make its internal practices, books, and records, including policies and procedures regarding PHI, relating to the use and disclosure of PHI and Breach of any Unsecured PHI received from Customer,or created or received by the Provider on behalf of Customer, available to Customer (or the Secretary) for the purpose of Customer or the Secretary determining compliance with the Privacy Rule(as defined in Section 8). page 21 of 25 U Julota° Julota®SaaS Agreement 3.10.To the extent that Provider is to carry out one or more of Customer's obligation(s)under Subpart E of 45 C.F.R. Part 164, Provider agrees to comply with the requirements of Subpart E that apply to the Customer in the performance of such obligation(s). 3.11. Provider agrees to account for the following disclosures: (a)Provider agrees to maintain and document disclosures of PHI and Breaches of Unsecured PHI and any information relating to the disclosure of PHI and Breach of Unsecured PHI in a manner as would be required for Customer to respond to a request by an individual or the Secretary for an accounting of PHI disclosures and Breaches of Unsecured PHI. (b) Provider agrees to provide to Customer, or to an individual at Customer's request, information collected in accordance with this Section 2.11, to permit Customer to respond to a request by an individual or the Secretary for an accounting of PHI disclosures and Breaches of Unsecured PHI. (c)Provider agrees to account for any disclosure of PHI used or maintained as an Electronic Health Record(as defined in Section 5)("EHR")in a manner consistent with 45 C.F.R.§164.528 and related guidance issued by the Secretary from time to time;provided that an individual shall have the right to receive an accounting of disclosures of EHR by the Provider made on behalf of the Customer only during the three years prior to the date on which the accounting is requested from Customer. (d) In the case of an EHR that the Provider acquired on behalf of the Customer as of January 1, 2009, paragraph (c) above shall apply to disclosures with respect to PHI made by the Provider from such EHR on or after January 1,2014. In the case of an EHR that the Provider acquires on behalf of the Customer after January 1,2009,paragraph(c)above shall apply to disclosures with respect to PHI made by the Provider from such EHR on or after the later of January 1, 2011 or the date that it acquires the EHR. 3.12. Provider agrees to comply with the "Prohibition on Sale of Electronic Health Records or Protected Health Information,"as provided in section 13405(d)of Subtitle D(Privacy)of ARRA,and the"Conditions on Certain Contacts as Part of Health Care Operations,"as provided in section 13406 of Subtitle D(Privacy)of ARRA and related guidance issued by the Secretary from time to time. 3.13.Provider acknowledges that,effective on the Effective Date of this HCCA,it shall be liable under the civil and criminal enforcement provisions set forth at 42 U.S.C. 1320d-5 and 1320d-6,as amended,for failure to comply with any of the use and disclosure requirements of this HCCA and any guidance issued by the Secretary from time to time with respect to such use and disclosure requirements. 4. Permitted Uses and Disclosures by Provider. 4.1. General Uses and Disclosures. Provider agrees to receive, create, use, or disclose PHI only in a manner that is consistent with this HCCA, RCW 70.02, the Privacy Rule, Security Rule (as defined in Section 5), the Underlying Agreement, and only in connection with providing services to Customer; provided that the use or disclosure would not violate the Privacy Rule, including 45 C.F.R. § 164.504(e), if the use or disclosure would be done by Customer. For example, the use and disclosure of PHI will be permitted for "treatment, payment and health care operations," in accordance with the Privacy Rule. 4.2. Provider may use or disclose PHI as Required By Law. 4.3.Provider agrees to make uses and disclosures and requests for PHI:Consistent with Customer's Minimum Necessary policies and procedures. 4.4. Provider may not use or disclose PHI in a manner that would violate Subpart E of 45 C.F.R. Part 164 if done by the Customer. 4.5. Specific Other Uses and Disclosures: (a)Except as otherwise limited in this HCCA,Provider may use PHI to provide Data Aggregation Services to Customer as permitted by HIPAA. page 22 of 25 0 Julota- Julota@ SaaS Agreement (b) Except as otherwise provided in this HCCA, Provider may use PHI for its proper management and administration or to carry out its legal responsibilities as permitted under applicable law. (c) Provider may use PHI to report violations of law to appropriate federal and state authorities, consistent with 45 C.F.R.§164.502Q)(1). (d)Pursuant to the Underlying Agreement,Provider is authorized to use PHI to de-identify the information in accordance with 45 C.F.R. § 164.514(a)-(c) as Resultant Data (as defined in the Underlying Agreement) solely for the purpose of providing services to Customer. 5. OBLIGATIONS OF CUSTOMER 5.1.Customer shall: (a)Notify Provider of any restriction to the use or disclosure of PHI that Customer has agreed to or is required to abide by under 45 C.F.R.§164.522,to the extent that such restriction may affect Provider's use or disclosure of PHI under this HCCA. (b)Notify Provider of any changes in or revocation of permission by an individual to use or disclose PHI,if such change or revocation may affect Provider's permitted or required uses and disclosures of PHI under this HCCA. (c) Customer shall not request Provider to use or disclose PHI in any manner that would not be permissible under the Privacy and Security Rule if done by Customer,except as provided under Section 3 of this HCCA. 6. Compliance with Security Rule 6.1. Provider shall comply with the HIPAA Security Rule, which shall mean the Standards for Security of Electronic Protected Health Information at 45 C.F.R. Part 160 and Subparts A and C of Part 164, as amended by ARRA and the HITECH Act. The term "Electronic Health Record" or"EHR" as used in this HCCA shall mean an electronic record of health-related information on an individual that is created, gathered, managed, and consulted by authorized health care clinicians and staff. 6.2. In accordance with the Security Rule, Provider agrees to: (a) Implement the administrative safeguards set forth at 45 C.F.R. § 164.308, the physical safeguards set forth at 45 C.F.R. § 164.310,the technical safeguards set forth at45 C.F.R.§164.312, and the policies and procedures set forth at 45 C.F.R.§ 164.316 to reasonably and appropriately protect the confidentiality, integrity, and availability of the ePHI that it creates, receives, maintains, or transmits on behalf of Customer as required by the Security Rule. Provider acknowledges that, effective on the Effective Date of this HCCA, (a)the foregoing safeguards, policies, and procedures requirements shall apply to Provider in the same manner that such requirements apply to Customer,and(b)Provider shall be liable under the civil and criminal enforcement provisions set forth at 42 U.S.C.1320d-5 and 1320d-6,as amended from time to time,for failure to comply with the safeguards,policies,and procedures requirements and any guidance issued by the Secretary from time to time with respect to such requirements; (b) Require that any agent, including a Subcontractor, to whom it provides such PHI agrees in writing to implement reasonable and appropriate safeguards no less stringent than the obligations of Provider described herein to protect the PHI;and (c)Report to the Customer any Security Incident of which it becomes aware within five calendar days. 7. Indemnification 7.1. Provider will indemnify, hold harmless and defend Customer for any third party claims, losses, liabilities, costs and expenses(including attorney fees)incurred as a result or arising directly or indirectly out of or in connection with (a)any breach,or non-fulfillment of any undertaking on the part of Provider under this HCCA; (b)any claims,demands, awards, page 23 of 25 V Julota- Julota®SaaS Agreement judgments,actions, penalties, and proceedings made by any person or organization,arising out of Provider's obligations under this HCCA;and(c)a breach of unsecured PHI caused by Provider or its subcontractors or agents. 8. Term and Termination 8.1.This HCCA shall be in effect as of the date first written above, and shall terminate on the earlier of the date that: (a)Either party terminates for cause as authorized under Section 10. (b)All of the PHI received from Customer, or created or received by Provider on behalf of Customer, is destroyed or returned to Customer. If it is not feasible to return or destroy PHI, protections are extended in accordance with Section 5. (c) Upon either party's knowledge of material breach by the other party, the non-breaching party may immediately terminate this HCCA upon written notice to the non-breaching party.Alternatively, the non-breaching party may provide an opportunity for the breaching party to cure the breach or end the violation. If the breaching party does not cure the breach or end the violation within a reasonable timeframe not to exceed 30 days from the notification of the breach,or if a material term of the HCCA has been breached and a cure is not possible,the non-breaching party may terminate this HCCA and the Underlying Agreement, upon written notice to the other party. 8.2. Upon termination of this HCCA for any reason, the parties agree that Provider, with respect to PHI received from Customer,or created,maintained,or received by Provider on behalf of Customer,shall: (a)Retain only that PHI that is necessary for Provider to continue its proper management and administration or to carry out its legal responsibilities. (b) Return to Customer or, if agreed to by Customer, destroy the remaining PHI that the Provider still maintains in any form. (c) Continue to use appropriate safeguards and comply with Subpart C of 45 C.F.R. Part 164 with respect to ePHI to prevent use or disclosure of the PHI,other than as provided for in this Section 5,for as long as Provider retains the PHI. (d) Not use or disclose the PHI retained by Provider other than for the purposes for which such PHI was retained and subject to the same conditions set out at Section 3.5 above which applied prior to termination. (e)Return to Customer or,if agreed to by Customer,destroy the PHI retained by Provider when it is no longer needed by Provider for its proper management and administration or to carry out its legal responsibilities. (f) Recover any PHI in possession if its subcontractors or agents. If it is not feasible for Provider to obtain, from any subcontractor or agent any PHI in possession of the subcontractor or agent, the Provider must provide a written explanation to Customer and require the subcontractors and agents to agree to extend any and all protection, limitation and restrictions contained in this HCCA,and to limit any further uses and/or disclosures to purposes that make the return or destruction of the PHI infeasible. If the destruction of PHI is reasonably determined to be infeasible by Provider, Provider shall notify Customer in writing. Such notification shall include (i) a statement that the Provider has determined that it is not feasible to return or destroy the PHI in its possession, and (ii)the specific reason for such determination. If the determination is made that return or destruction of PHI is not feasible, Provider agrees to extend any and all protections, limitation and restrictions contained in this HCCA to such PHI and shall take appropriate measures to segregate or protect the remaining PHI from further uses and/or disclosures. 8.3.The obligations of Provider under this Section 7 shall survive the termination of this HCCA. 9. MISCELLANEOUS page 24 of 25 UJulota- Julota@ SaaS Agreement 9.1. The parties agree to take such action as is necessary to amend this HCCA to comply with the requirements of the Privacy Rule,the Security Rule,HIPAA,ARRA,the HITECH Act,the HIPAA Rules,RCW 70.02,and any other applicable law. 9.2. The respective rights and obligations of Provider under Section 6 and Section 7 of this HCCA shall survive the termination of this HCCA. 9.3.This HCCA shall be interpreted in the following manner: (a)Any ambiguity shall be resolved in favor of a meaning that permits Customer to comply with the HIPAA Rules. (b)Any inconsistency between the HCCA's provisions and the HIPAA Rules,including all amendments,as interpreted by the HHS, court, or another regulatory agency with authority over the Parties, shall be interpreted according to the interpretation of the HHS,the court,or the regulatory agency. (c)Any provision of this HCCA that differs from those mandated by the HIPAA Rules, but is nonetheless permitted by the HIPAA Rules,shall be adhered to as stated in this HCCA. (d)If any portion of this HCCA is inconsistent with the terms of the Underlying Agreement,the terms of the HCCA shall be construed so as not to defeat the intent of the parties with respect to the Underlying Agreement,consistent with RCW 70.02, HIPAA and the HITECH Act. The execution of this HCCA shall in no event constitute a waiver by either party of any rights or remedies it may have under the Underlying Agreement. 9.4. This HCCA constitutes the entire agreement between the parties related to the subject matter of this HCCA,except to the extent that the Underlying Agreement relates to the use and protection of PHI upon Provider.This HCCA supersedes all prior negotiations,discussions,representations,or proposals,whether oral or written.This HCCA may not be modified unless done so in writing and signed by a duly authorized representative of both parties. If any provision of this HCCA,or part thereof,is found to be invalid,the remaining provisions shall remain in effect. 9.5. This HCCA will be binding on the successors and assigns of the Customer and the Provider. However, this HCCA may not be assigned, in whole or in part, without the written consent of the other party. Any attempted assignment in violation of this provision shall be null and void. 9.6.This HCCA may be executed in two or more counterparts, each of which shall be deemed an original. Facsimile or electronic PDF copies hereof shall be deemed to be originals. 9.7. Except to the extent preempted by federal law, this HCCA shall.be governed by and construed in accordance with the same internal laws as that of the Underlying Agreement. 9.8. Nothing in this HCCA shall confer upon any person other than the parties and their respective successors or assigns, any rights,remedies,obligations,or liabilities whatsoever. IN WITNESS WHEREOF,the parties hereto have executed this HCCA as of the date first above written. CUSTOMER: BUSINESS ASSOCIATE: By: By: Print Name: Print Name: Title: Title: Dated: Dated: page 25 of 25 MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Jennifer Beierle Action Agenda _X Public Hearing Other DEPARTMENT: Support Services EXT: 532 DATE: August 25, 2020 Agenda Item # 8.2 Commissioner staff to complete) BRIEFING DATE: August 3, 2020 BRIEFING PRESENTED BY: Jennifer Beierle, Budget Manager [ ] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency ITEM: Tyler Technologies (Munis) Client Partnership Program EXECUTIVE SUMMARY: Mason County participates in Tyler Technologies (Munis) Planned Annual Continuing Education (PACE) program. The training offers ten days of training a year at a discounted rate, registrations to the annual nationwide conference, and an investment assessment every three years. The goal of the training is to maximize the county's usage of the financial system. This year Mason County was nominated by Tyler Technologies for inclusion in the Accelerated ERP Client Partnership Level II. Mason County was selected because the consultant recognizes that we are diligent in learning how to utilize the software to its maximum potential. The partnership provides benefits to the County which include: • Access to a Client Partnership Consultant • Annual on-site visit and monthly check-in calls • A second investment assessment and adoption assistance In turn, the County would agree to: • Upgrade regularly, review and, if applicable, adopt new functionality • Work with Tyler to schedule site visits and calls with prospective clients • Attend user groups and the annual conference The Audit Committee has reviewed and recommends that the County enter into this agreement. The Client Partnership Agreement may be dissolved by either the County or Tyler at any time, for any reason. BUDGET IMPACTS: None—there is no additional charge for the Level II Partnership RECOMMENDED ACTION: Approval for the Chair to sign the ERP Client Partnership Agreement with Tyler Technologies in order to help use the County's financial system, Munis, to its fullest potential J:\Budget Office\Briefmg, Agenda,&Public Hearing Items\2020\Action Agenda- 8.25.2020 Tyler Tech Client Partnership.doc tyl er technologies ERP Client Partnership Agreement Level II — Accelerated Clients Through the success of the Planned Annual Continuing Education (PACE)for Munis program, Tyler ERP has recognized an opportunity to develop mutually beneficial partnerships with clients who have the desire and willingness to consistently evolve their business practices and use of our products. Through this partnership, Tyler aims to help clients work toward their fullest potential by building upon the services offered as part of the PACE program. As an Accelerated client, Mason County will receive the following benefits: • A second Investment Assessment(IA) every three years at no charge (client is responsible only for travel expenses) • Access to a Client Partnership Consultant(CPC), who will help you develop and manage a Continuous Improvement Plan (CIP) based on, but not limited to, your IA recommendations • Continued IA recommendation adoption through your PACE Project Manager • Annual on-site visits to review your progress and discuss plans for the upcoming year • Monthly check-in calls • Invitation to an ERP Client Partnership reception at Connect. By enrolling in this program and accepting the benefits listed above, Mason County agrees to: • Upgrade regularly • Work with the CPC and PACE PM to proactively schedule continuing education sessions • Review and, if applicable, adopt new functionality as it becomes available • Attend state user groups • Attend Connect, Tyler's nationwide user conference • Work with Tyler to schedule site visits and calls with prospective clients • Participate in client profiles, speaking engagements, and/or other Tyler sales and marketing needs as requested. • Periodically respond to an ERP Client Partnership survey relating to Mason County experience with the Tyler products you use. Tyler recognizes that a partnership requires equal effort from all involved parties; as such, this partnership may be dissolved by either Mason County or Tyler at any time, for any reason, and Mason County will revert to their original PACE agreement. Mason County Tyler Technologies, Inc. By: By: Title: Title: Date: Date: everGuide- MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Diane Zoren Action Agenda x Public Hearing Other DEPARTMENT: Commissioners EXT: 747 COMMISSION MEETING DATE: August 25, 2020 Agenda Item # e.3 commissioner staff to complete) BRIEFING DATE: August 3, 2020 BRIEFING PRESENTED BY: Diane Zoren [ ] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency ITEM: Approval to appoint Karen Wolf to the Lewis-Mason-Thurston Area Agency on Aging for two-year term ending August 25, 2022. Background: This Lewis-Mason-Thurston Area Agency on Aging is a local governmental agency that provides home and community services for seniors and adults with disabilities to help them remain living in their own homes. The Advisory Council makes recommendations to the Council of Governments and staff. Recommended Action: Approval to appoint Karen Wolf to the Lewis-Mason-Thurston Area Agency on Aging for two-year term ending August 25, 2022. 8/4/2020 MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Dawn Twiddy Action Agenda X Public Hearing Other DEPARTMENT: Support Services EXT: 422 COMMISSION MEETING DATE: 8/25/2020 Agenda Item # 8,4� Commissioner staff to complete) BRIEFING DATE: 8/3/2020 BRIEFING PRESENTED BY: Dawn Twiddy [ ] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency ITEM: Approval to appoint Kevin Frankeberger, member and Brenda Hirschi, alternate member to the Mason County Board of Equalization for a term of September 1, 2020 through May 31, 2023. Background: The Board of Equalization is a three-member board plus to alternates appointed by the Mason County Commissioners. The Board's responsibility is to ensure that all property valuations are at 100% of market value, so equitable tax assessment can be established. Budget Impacts: Members receive $100 per diem, per day, when in session and this is budgeted. RECOMMENDED ACTION: Approval to appoint Kevin Frankeberger, member and Brenda Hirschi, alternate member to the Mason County Board of Equalization for a September 1, 2020 through May 31, 2023. Attachment(s): None MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Ross McDowell Action Agenda _X Public Hearing Other DEPARTMENT: Emergency Management EXT: 806 COMMISSION MEETING DATE: August 25,2020 Agenda Item # g.�S Commissioner staff to complete) BRIEFING DATE: August 3, 2020 BRIEFING PRESENTED BY: Ross McDowell [ ] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency ITEM: FY20- Emergency Management Performance Grant (EMPG) - Supplemental contract E20-250 approval. Background: This grant originates from the US Department of Homeland Security to Washington State Military Department to State EMD then to us at the county level. The grant is for COVID-19 that assist with Continuity of Operations Planning (COOP) for the County offices. The 2020 EMPG- Supplemental grant amount is $14,144. The grant time period runs from January 27, 2020 through December 31, 2021. There is a 50% match to the grant, which comes from the 2020 DEM salaries and supplies budget lines. The grant paperwork has been reviewed by the Mason County Prosecuting Attorney's Office for its form. RECOMMENDED ACTION: Approve the DEM Manager to sign the FY20 EMPG - Supplemental contract E20- 250. Attachment(s): FY20 EMPG grant contract E20-250 face sheet (page 1) 7/22/2020 Washington State Military Department EMERGENCY MANAGEMENT PERFORMANCE GRANT COVID-19 SUPPLEMENTAL AGREEMENT FACE SHEET 1. Subrecipient Name and Address: 2. Grant Agreement Amount: 3. Grant Agreement Number: County of Mason $14,144 E20-250 Division of Emergency Management(DEM) 106 W'Public"Works Drive Shelton,WA 9i W-9714 4. Subrecipient Contact, phone/email: 5. Grant Agreement Start Date: 6. Grant Agreement End Date: Ross McDowell,360-427-9676 x806 January 27,2020 December 31,2021 rmcdowell@co.mason.wa.us 7. Department,Contact, phone/email: 8. Data Universal Numbering System (DUNS): 9. UBI#(state revenue): John Hollingsworth,253-512-7044 069580751 232-002-101 john.hollingswbrth@riiil.Wa.gov 10. Funding Authority: Washington State Military Department(the"DEPARTMENT")and the U.S.Department of Homeland Security(DHS) 11. Federal Funding Identification#: 12. Federal Award Date: 13. Assistance Listings#(formerly CFDA)&Title: EMS-2020-EP-00009-S01 04/19/2020. 97.042 20EMPG-S 14. Total Federal Amount: 15. Program Index#&OBJ/SUB-OBJ: 16. EIN $2,126,974. 703PS NZ 91-6001354 17. Service Districts: 18. Service Area by County(ies): 19. Women/Minority-Owned,State (BY LEGISLATIVE DISTRICT): 35 Mason Certified: ® N/A ❑ NO (BY CONGRESSIONAL DISTRICT): 6, 10 ❑X YES, OMWBE# 20. Agreement Classification 21. Contract Type(check all that apply): ❑ Personal Services ❑ Client Services 0 Public/Local Gov't ❑ Contract © Grant ❑X Agreement ❑ Research/Development ❑ A/E ❑ Other ❑ Intergovernmental RCW 39.34 ❑ Interagency 22. 'Subrecipient Selection Process: 23. Subrecipient Type(check all that apply) © "To all who apply&qualify' ❑ Competitive Bidding ❑ Private Organization/Individual. ❑ For-Profit ❑ Sole Source ❑ A/E RCW ❑ N/A ® Public Organization/Jurisdiction ❑ Non-Profit ❑ Filed w/OFM? ❑ Advertised? ❑ YES ❑ NO ❑ CONTRACTOR © SUBRECIPIENT ❑ OTHER 24. .PURPOSE&DESCRIPTION: The purpose of the Fiscal Year(FY) 2020 Emergency Management Performance Grant COVID-19 Supplemental (20EMPG-S) program is to provide U.S. Department of Homeland Security(DHS)/Federal Emergency Management Agency(FEMA) Federal award funds to states to assist state, local, territorial, and tribal governments with their public health and emergency management activities supporting the prevention of,preparation for,response to,and recovery from the ongoing Coronavirus Disease 2019(COVID-19)public health emergency. The Department is the Recipient and Pass-through Entity of the 20EMPG-S DHS Award Letter for Grant No.EMS-2020-EP-00009- S01,which is incorporated in and attached hereto as Attachment F and has made a subaward of Federal award funds to the Subrecipient pursuant to this Agreement. The Subrecipient is accountable to the Department for use of Federal award funds provided under this Agreement and the associated matching funds. IN WITNESS WHEREOF,the Department and Subrecipient acknowledge and accept the terms of this Agreement, including all referenced Exhibits and Attachments which are hereby incorporated in and made a part hereof,and have executed this Agreement as of the date below. This Agreement Face Sheet; Special Terms & Conditions (Attachment A); General Terms and Conditions (Attachment B); Work Plan (Attachment C);Timeline(Attachment D); Budget(Attachment E);20EMPG-S Award Letter EMS-2020-EP-00009-S01 (Attachment F);and all other documents expressly referenced and incorporated herein contain all the terms and conditions agreed upon by the parties and govern the rights and obligations of the parties to this Agreement. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. In the event of an inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: 1. Applicable Federal and State Statutes and Regulations 4. Special Terms and Conditions 2. DHS/FEMA Award and program documents 5. General Terms and Conditions,and, 3. Work Plan,Timeline,and Budget 6. Other provisions.of the Agreement incorporated by reference WHEREAS,the parties hereto have executed this Agreement on the day and year last specified below. FOR THE DEPARTMENT: FOR THE SUBRECIPIENT: Signature Date Signature Date Regan Anne Hesse, Chief Financial Officer Ross McDowell, DEM Manager Washington State Military Department Mason County BOILERPLATE APPROVED AS TO FORM: APPROVED AS TO FORM (if applicable): Dawn C. Cortez 05/09/2020 Assistant Attorney General Applicant's Legal Review Date DHS-FEMA-EMPG-S-FY20 Page 1 of 35 Mason County DEM, E20-250 Washington'State Military Department EMERGENCY MANAGEMENT PERFORMANCE GRANT COVID-19 SUPPLEMENTAL AGREEMENT FACE SHEET 1. Subrecipient Name and Address: 2. Grant Agreement Amount: 3. Grant Agreement Number: County of Mason $14,144 E20.250 Division of Emergency Management(DEM) 100 W Public Works Drive Shelton,WA 98584-9714 i 4. Subrecipient Contact, phone/email: 5. Grant Agreement Start Date: 6. Grant Agreement End Date: Ross McDowell,360-427-9670 x806 January 27,2020 December 31,2021 j rmcdowell@co.mason.wa.us i 7. Department Contact, phone/email: 8. Data Universal Numbering System(DUNS): 9. UBI#(state revenue): John Hollingsworth,253-512-7044 069580751 232-002-101 john.hollingsworth@mil.wa.gov 10. Funding Authority: Washington State Military Department(the--""a�T"°�"�T'� a U.S.Department of Homeland Security(DHS) 11. Federal Funding Identification#: 12. Fe erly CFDA)&Title: EMS 2020-EP-00009-S01 04 14. Total Federal Amount: 15. Pr 16. EIN $2,126,974 70 j �,�/ 91-6001354 17. Service Districts: "` �Vl/ nen/Minority-Owned,State (BY LEGISLATIVE DISTRICT): 35 tified: ©C N/A ❑ NO BY CONGRESSIONAL DISTRICT): 6, 10 YES,OMWBE# i 20. Agreement Classification eat apply): ❑ Personal Services ❑ Client Services �� Grant © Agreement ❑ Research/Development ❑ A/E ICW 39.34 ❑ Interagency 22. `Subrecipient Selection Process: (all that apply) ® "To all who apply&qualify" ❑ o /Individual ❑ For-Profit ❑ Sole Source ❑ A/ Jurisdiction ❑ Non-Profit ❑ Filed w/OFM? ❑ Advertised? ❑ YI I-SUBRECIPIENT ❑ OTHER 24. PURPOSE&DESCRIPTION: The purpose of the Fiscal Year(FY) 20; ID-19 Supplemental (20EMPG-S) program is to provide U.S. Department; igement Agency(FEMA)Federal award funds to states to assist state; as with their public health and emergency management activities supporting the p. arise to,and recovery from the ongoing Coronavirus Disease 2019(COVID-19)public health emergency. The Department Is the Recipient and Pass-through Entity of the 20EMPG-S DHS Award Letter for Grant No.EMS-2020-EP-00009- S01,which is incorporated in and attached hereto as Attachment F and has made a subaward of Federal award funds to the Subrecipient pursuant to this Agreement. The Subrecipient Is accountable to the Department for use of Federal award funds provided under this Agreement and the associated matching funds. IN WITNESS WHEREOF,the Department and Subrecipient acknowledge and accept the terms of this Agreement, Including all referenced Exhibits and Attachments which are hereby incorporated in and made a part hereof,and have executed this Agreement as of the date below. This Agreement Face Sheet; Special Terms & Conditions (Attachment A); General Terms and Conditions (Attachment B); Work Plan (Attachment C);Timeline(Attachment D);Budget(Attachment E);20EMPG-8 Award Letter EMS-2020-EP-00009-S01 (Attachment F);and all other documents expressly referenced and Incorporated herein contain all the terms and conditions agreed upon by the parties and govem the rights and obligations of the parties to this Agreement. No other understandings,oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. In the event of an inconsistency in this Agreement, unless otherwise provided herein, the Inconsistency shall be resolved by giving precedence in the following order: 1. Applicable Federal and State Statutes and Regulations 4. Special Terms and Conditions 2. OHSIFEMA Award and program documents 5. General Terms and Conditions,and, 3. Work Plan,Timeline,and Budget 6. Other provisions.of the Agreement incorporated by reference WHEREAS,the parties hereto have executed this Agreement on the day and year last specified below. FOR THE DEPARTMENT: FOR THE SUBRECIPIENT: Signature Date Signature Date Regan Anne Hesse, Chief Financial Officer Ross McDowell,DEM Manager Washington State Military Department Mason County BOILERPLATE APPROVED AS TO FORM: APPRO AS TO FORM I ): Q L,�� Dawn C.Cortez 05/09/2020 O iU Assistant Attorney General p cant's Le eview ate DHS-FEMA-EMPG-S-FY20 Page 1 of 35 Mason County DEM,E20-250 MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Frank Pinter Action Agenda x Public Hearing Other DEPARTMENT: Support Services EXT: 530 COMMISSION MEETING DATE: 8/24/2020 Agenda Item# .� (Commissioner staff to complete) BRIEFING DATE:8/3/2020 BRIEFING PRESENTED BY: Frank Pinter [ ] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency ITEM: Approval of the January 2019 — December 2021 Collective Bargaining Agreement (CBA) for Teamsters Union Local No. 252. representing Mason County General Services staff. BUDGET IMPACTS: Supplemental—Funded by Ending Fund Balance. BACKGROUND: The exclusive representatives of Teamsters Union Local No. 252 representing Mason County General Services staff have reached a tentative agreement with Mason County for the 2019-2021 term. It is noted and commended to the Commissioner's that the parties reached this Agreement through a very collaborative negotiations process. RECOMMENDED OR REQUESTED ACTION: Approval of the January 2019 — December 2021 Collective Bargaining Agreement (CBA) for Teamsters Union Local No.252 representing Mason County General Services staff. ATTACHMENTS: Collective Bargaining Agreement on file with Clerk of the Board. MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Mike Collins, PE, PLS, County Engineer Action Agenda DEPARTMENT: Public Works EXT: 450 COMMISSION MEETING DATE: August 25, 2020 Agenda Item #8 -+ BRIEFING DATE: August 3, 2020 BRIEFING PRESENTED BY: Loretta Swanson / Mike Collins [ ] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency ITEM: Blue Heron Condominium Association Franchise application BACKGROUND: Blue Heron Condominium Association has applied for a Franchise Agreement with Mason County to cover their.sewer transport line that was installed within the county road right of way early in the 1970's. The sewer transport line is located along the east side of Orre Nobles Road and underneath Dalby Road between parcel number 32104-75-90013 and parcel number 32104-22-000020. (See attached map). RECOMMENDED ACTION: Recommend the Board set a hearing for October 6, 2020 9:15am to consider approving the franchise agreement application between Mason County and Blue Heron Condominium Association Franchise agreement application granting permission to have their existing utility line under and along Orre Nobles Road and under and across the Dalby Road. Attachments: 1. Franchise Agreement/location map (Exhibit B) 2. Notice NOTICE OF HEARING NOTICE IS HEREBY GIVEN that the Board of Mason County Commissioners will hold a live stream public hearing at http://masonwebtv.com/on Tuesday, October 6, 2020 at 9:15am. SAID HEARING will be to consider the franchise agreement with Blue Heron Condominium Association for a sewer transport line along the east side of Orre Nobles Road and underneath Dalby Road that was installed in the early I970's. PUBLIC COAUdENT will be accepted via email dlzgco.mason.wa.us; or mail to Commissionds Office,'411 North 5t' Street, Shelton, WA 98584; or call 360-427-9670 ext. 419. If you need to listen to the Commission meeting via your telephone, please provide your telephone number to the Commissioners' office no later than 4 p.m. the Friday before the meeting. DATED this day of August 2020. BOARD OF COUNTY COMMISSIONERS MASON COUNTY,WASHINGTON Clerk of the Board Cc: Auditor Clerk of the Board Public Works Applicant Journal-Publ 2t: 9/3 /20&9/10/20 (not less than 5 days prior to hearing) Post: 3 public places 15 days before hearing—No later than 9/21/20 (Bill Public Works— 100 W Public Works Drive, Shelton, WA 98584) t IN THE MATTER OF THE APPLICATION OF BLUE HERON_CONDOMINUM ASSOCIATION FORA FRANCHISE.PERMIT TO CONSTRUCT, OPERATE;AND MAINTAIN SEWER.UTILITY FACILITIES, OVER,ALONG AND UNDER COUNTY ROADS AND:HIGHWAYS LOCATED IN MASON COUNTY,WASHINGTON Application of(name of Operator) 'W.Cascade Flo Hawks, doing business in.Washington as Flo Hawks Plumbing and Septic;: with its principal offices located at PO BOX 73399,:Puyallup;WA 98373; by and through h7erson authorized to act for and on beha f of applicant).Carl Evanson, for a franchise.to construct;:operate and maintain(desc I ono,type); sewer utility facilities in,over, along,and under county roads and highways in;Nlason.County,,Washington;'as set forth mn attached Exhibit."B"(Franchise Area),hav ng.come on regularly for hearing before te"County Commissioners of Mason County,Washington,:on the:.. day.of 20 ,at the hour of ,;under the provisions of k W 36.55,RCW 80.32.01,0 and RCW 80:36.0 Q,;.=d"it appearing to the Board that notice of said hearing has been duly given as" required by"law,and"that,it is-in the;public interest'to allow the franchise herein granted; NOW THEREFORE,IT IS ORDERED that non-exclusive franchise be,and the same is hereby given and granted to Operator;and.its successors and assigns,.hereinafter referred.w as the Franchisee,for.:a.penod of 10. 'years with,autosnatic.renewal atalie end of each.terrn of.10 years unless either.party gives;the;:other.written notice of termination at least 30:days prior to the end of the relevant term. (no more than ten years.each term and can°°oinlybe renewed 3 times).frona and after.the date of the.entry of this order for the puxposes,at the location(s),and upon the express terms and as described herein. I DEFINITIONS For the purposes of this franchise,terms,phrases;words;and their derivations,not.defined:l ereiii, that:are:defined in Title.12 of the.Mason County Code or:the MV nual on Accommodating Utilities. in the Mason,CountY Ri ht=of=WaY d County Engineer(the"Manual"),shallhavePublisfiebthe the same meaning or be interpreted as provided in Title 12;of-die Mason.County Code or the Manual. Words°not,defined here,in Title 12 of the.Mason County:Code or the:Manual shall:have. their ordinary meaning. A reference to Title 12 of the Mason.County Code.or the>Manual refers. to the.san a as may be amended,revised,updated,re-enacted or re-codified froin tine to:time. II_ GRANT The County of Mason hereby grants'to'the`Franchsee a non exclusive franchise which,once it becomes:effective shall authorize the Franchisee,to,enter upon,the road rights-of-way located within the.Franchise Area,identified in attached Exhibit.'V;.;for the purpose of installing, constructing;maintaining,repairing;replacing,adjusting,relocating:and.operating jlie,.utility facilities;which grant shall be limited to the following described purpose(s)::;�EWER: .Such grant is subject. to ana.must be. exercised.in strict.accordance with and subject to this, ;franchise,, Title 1.2. of. the Mason County Code; the Manual and_ all, applicable laws, rules,. regulations and ordinances; .Fxanchisee's,exercise'of any rights granted pursuant to the franchise is Subject:to the exercise of the Couniy's.police;powers, and other regulatony powers as it may have or obtain in the future. No rights,shall,pass to`the franchisee:by implication. This franchise does not include permission.to enter'lnto or,upon the road rights-of-way for any purposes others than the purposes, expressly described`herein: Permittee has a duty to.notify the County:of any change mi.use or`condition of the utility facilities.that may affect the status:of the utility facilities or the,impact of the utility facilities.upon the.road rights-of III: UTILITY PERMIT REQUIRED Franchisee shall not commence.or perform work(hereafter"Work")to install,construct;maintain Tepair;replace adjust, connect, disconnect;rebuild,.or relocate;its:utility facilitzes;withm the road rights-of-way,.without first applying for;paying,all associated fees;.and obtaiining a uhlity.,permit as required pursuant to Title.I2 of the Mason;County:Code.; In any utility permit so issued,:the County Tray:impose, as a condition of`the granting. the utility permit, such conditions and regulations;as:nay be'necessary for the protection, preservation and management,of:the road rights-of-way,including,:by way of example and not.l mitation,forahe_purpose:of protecting any structures,in the roadrights-of=way;maintaining proper distance from other utilities;.ensuring the proper restoration of:such road rights-of-way and.structures, and.for the protection of..the;County and the:publzc andthe continuity of pedestrian and.vehicular traffic; Franchisee.,shall.firstfile with the County Engineer its application for a utility permit to do such Work together with plans:and-specifications in triplicate showing at a minimum: X The position, depth and:location of all'such utility facilities sought to be constructed, laid,installed or erected.at that time,showing their relative position.to existing-county roads,rights- 4 way or other countyproperty-upon plans:drawn to.scale,hereinafter collectively referred to as the."map:of definite location;. R. The class and type of material.and equipment. to be used,. manner of.excavation, construction,: installation, backfdl, erection of temporary structures; erection of permanent structures,traffic control, traffic turnouts:and road obstructions; C. The manner in which the utility facility is to be installei;. D. Measures to be taken to preserve safe'and free.flovw:of traffic; 2 f E Structural integrity of the roadway,.bridge,or-other.structure; F. Specifications.for the,.restoration of the county road, xight-of way or other county property it the eventthat the road right of"way will be,disturbed by the Work;;'and 4 G. Provision,for ease of future road maintenance>and appearance of the roadway. Provision shall be.made for known:or planned expansio ofthe,u,tility facilities;particularly,those located underground or attached to bridges or other structures within'theroad right-of-way. The location, alignment and:depth of the utihty:facilities'shall.cobforin with.said map of definite location,.except in instances in.which deviation may be-allowed.thereafter in writing by the County. Engineer pursuant to application by.Franchisee_ All.such Work.shall be subject to:the approval.of and shall:pass the inspection,of the.County ' Engineer. The Franchisee shall. pay all costs of,and: expenses incurred in, the examination, inspection...and.approval ofsuch work;on:account'of granting the said utility permits. N. RESTORATION OF ROAD RIGHT'OF WAY In any Work which disturbs or causes dainage;to the road rights=of-way subject to this franchise, public or.private property,'tlie Franchisee shall at its own.expense,and with all convenient speed, complete the work to repair and restore the county:road right-of-way, or.the public or private property so disturbed:or:damaged,and leave the same in as-good:or better condition as,before the Work was commenced„to the reasonable satisfaction of the County:Englneer... The Franchisee shall pay alt costs of and expenses incurred in the examination;inspection and approval Of,such restoration or,re pair The County Commissioners and/or County Engineer may at.any tune.do, order or have-done any and all work that they considernecessary to restore to a safe condition such County road right-of- �way or:other.-County property:left by the.Franchisee orits agents in a condition dangerous to life or property,and the Franchisee,upon demand,shall pay to the County all costs of such work: V. FRANCHISEE WORK IN RIGHT OF WAY }; Franchisee epresslyagrees and understands that;with:regard.to Work within the road rights=of- way: A. All of Franchisee's utility:facilities and Work within the road rights-of:.way or other. 3. County`property shall be°,in compliance with the provisions_of Title 12 MCC, the Manual;:the administrative regulations:adopted by the County Engineer,other.County established requirements for placement of utility facilities in road rights-of.-way;;including.the.specific location ofutility V facilities.in the road rights=of way,and all,applicable laws;rules;,-regulations aria ordinances; B: .In prep plans;and pecfications.for.Work of utility facilities in 'the road rights=of ' 3 way the Franchisee shall.use the Manual. Prior:to.commencement of work in the road rights-of way,'Franchsee shall submit such plans and.specifications:to the`Mason.County Engineer for review and.approval together with adequate exhibits dep cting'e, isting or proposed:location.of the utility facility in.relation to the road;,including right-of--way or easement lines; relationship to currently planned road.revisions,if applicable;and all locations and situations:for which deviations in depth of cover(includ n the:proposed method ofprotection)or other locational standards that are anticipated; C.. All.Work`to utility facilities.located within the road rights-of=way or:other county property subject to this franchise shall be:done in such a manner as not to interfere;other than.in ways approved by the County,.with the construction,:operation;and maintenance of other utilities, public or private, drains,.drainage.ditches and structures,irrigation ditches and structures,located `therein,nor.with the:giadirig or itnpzovements of such County roads,-rights of-`way or other County property;- D. The owners .and operators of,all utility facilities (public or private) installed,in the =Franchise Area or other county property prior in time to the utility facilities°of the.Franchisee,shall have preference'as to the alignment and;location.of such utilities so..installed with;respect;to the Franchisee. such preference shall continue in the;event of the:necessity of relocating or changing the grade of any such county road or right:of-way; E: Franchisee,shall perform the Work and operate its utility facilities in a manner. that minimizes interference with the use of the road rights=of-'way"lyothers,including.others that may be installing utility facilities;and F The County may require that Franchisee's utility facilities be installed at a particular time; at a'specific place,:or in a particular mariner as a condition of access to,a;particular road. right:of--way; may, deny access if a Franchisee is not willing to comply with the County's, requirerents; and may remove, or require removal of, any utility facility that is:not installed in compliance with the requirements:established by the County; or which is installed without prior County approval of the.firiie,place;dr.maAher of installation and charge the Franehisee for`411 the. costs associated.with removal;• and may require Francliisee to.cooperate with others to minirni e adverse.impacts on the road.rights-of�vvaythrough joint trenching;and..other.:arrangements. G. The: County :may inspect the utility facilities at any time reasonable under the circumstances to.ensure compliance with this franchise and applicable law;including:to:ensure that the utility facilities'are constructed and maintained in:a.safe condition. If an unsafe condition is found to exist;,the County,in.addition to taking any other action permitted under applicable:law;. :may order the Franchisee,in wnting,'to make the:necessary repairs and alterations specifiedtherein forthwith'to correct thez unsAfd condition on a time-table established by the: County which 1.9. reasonable in light of the unsafe condition..The County has the:right to:correct,inspect,.administer. and repair the unsafe condition if.the,Franchisee fails to do so, and.-to charge the Franchisee therefore: The.right.ofthe Countyto conduct such-inspections and order;or.make.repairs.shaRnot be construed to create:.an obligation therefore,and such obligation to construct and maintain its `utility facilities;:in a safecondition shall at all times remain the-sole:obligation of the Franchisee:. 4 H. When required byAhe County;Franchisee shall make information available to the public regarding any work involving the ongoing installation,construction;adjustmexit;relocation,repair: or"maintenance.ofits utility facilities sufficient to show' the nature of the work:beipg performed; 2 .whereat is being performed;(3)its estimated coxnpletion.date;and(4)progress to completion.. O . Z. FRANCHISEE IS PLACED ON NOTICE: T. FIBER OPTIC, CONSIUNICATIONS, POWER, CONTROL SYSTEMS, THER O TYPES OF CABLES,AND PIPELINES MAY BE BURIED ON THE RIGHT`OF WAY. Before beginning any underground. work,:Franchisee.will.contact the appropriate personnel to have s'uch.facilitits'Ideato . and make ari mgements as'to protective measures.that must-be adhered to.prior to the commencement of any. work within the.Road.rigbts-of-way. In addition to:the liability.teriris elsewhere Mi this.Agreement, Franchisee shall indemn fy.and.hold'the County and: is elected and appointed officers;employees .and agents harmless against and from all cost, liability, and.expense whatsoever (including, without limitation,:attorneys;fees and court costs. and expenses) arising out of or in.auy way contributed to by any act or omission of Franchisee,its contractor;'agents and/or employees;that cause or in any way or degree_.contnibute to(1)any damage to or,4oq uction'of any such facilities by Franchisee,and/or.its contractor;,agents and/or:employees, on the:County's property, (2)any injury to or death of any person employed by-or on behalf of any entity, and/or its contractor; agents:and%r:employees, on the road,rights=of--way,; and/or (3)any claim.or cause of action for alleged'loss ofprofits or revenue, or loss.of service,by a customer or user of services or.products. of such company (collectively "Liabilities" for purposes ;of this Section V.I). The oily Liabilities:with respect to which Franchisee'"s"obligation to indemnify the.County and its elected and appointed officers,:employees`and agents does:not apply`are;Liabilities to the exient:arising out of; caused:by or resulting from the negligence of'the;County, and its elected and appointed officers,employees and agents and Liabilities that by law the County and its elected and,appointed officers„employees and agents for:which the County cannot be indemnified: J. Franchisee shall continuously;be..a member of the State'of'Washington one number locator service under RCW 19.122,-or an approved equivalent;:and shall .comply with,all such applicable rules and regulations'.. K. Except in the event:of emergency as described below,..rariclusee and its Agents,may .not enter upon the Franchise.Area.to.perforin work for which a utility permit is not required,unless and except upon.two-business days-notice to the.County Engineer:,: L.: ln;the everit.of'an:emergency=involving,the threat of imminent harrii to persons or properly;;and for purposes. of taking'immediate corrective action,F.ranchisee:and'ts agents may enter the Franchise Areamithout advance notice to the County as long:a"ssuch entry is for the sole: purpose of addressingthe.emergency";provided however,ahat if any entry.for such purposes would. regizir ;issuance:of a"utihty permit,Franchisee shall give the County,verbal or:telephonic notice of the places where and the manner"in which entry isrequired prior tosueh entry,promptly followed by written notice.. 'In all cases,notice to the Courity shall be given as far.in.advance as practical. prior to entry or as soon as practicable:after entry`upon the road right-of W ay. } i f" 1` M. Franchisee shall promptly reimburse the County for their reasonable and direct cost&incurred in respo liding-to an emergency that is caused, created by or attributable to the presence, cOnsihictimaintenance, repair, or-operation of the Franchisees utility ac ties i .the toad pn,,- rlghts-of-way. N'. If, during installation,,construction,relocation,realignment;adjustment,,maintenance; .or repair of the Franchisee's utility:facilities in.'the road rights-of--'way, Franchisee or its-agents discover scientific or historic artifacts, Franphispe,.shall immediately notify the County of said, discovery and g*hdlI:prptect such artifacts in a manner as specified by the County-. Any,such artifact shall be the property offhe,Countyffthe County wishes to own it. VI..PROTECTION OF.PUBLIC All work done:under:this,franchise,shall be done,in a,thorough And workman-olikenianner. In the. performance of.Work within or near the road n' hts b g �:, f-way including without:limitation, the o -of way or other county property;, opening of trenches and the tunneling under county,roa&,mights the'Franchisee. shall.leave such trenches; ditches and tunnels in:su6;such a way as to ihferfere as little as possible with public travel and shall:take all due and necessary- recauti6xis to guard the game, p 'so that damage:or injury shall not:occur or afi§&by reason bf such Work;And where any:of such trenches, ditcjids, and tunnels. are-left' open at night;"the Franchisee "I place warning lights barricades:,and,other appropriate protective devices:4tvsuch.4 position as to giv. el adequate:warm*lig of such Work., The:Franchisee shall be liable:.for:any,injury,to,person or persons:or damage to: usfained-arising.put of its:tarelessness:or,neglect..or through any�fkilure:br�Iie ect to property-s gh .9 properly. guard or:give:warning .of trenches;miy ditches or'tunnels dug or maintaihe6 by the Franchisee:.: VI R. POLICE POWERS The County of-Mason m,granting this-ficatchis&,,does not waive:any rights,which it now has or may hereafter acquire co unty rights-Of-way or other-county property and this )M th:rospqct to. . pulity roads franchise 81".not be construed to deprive the county of.any:p ileges whichdt 9wers rights.orpriv now has or may hereafter,acquiie to reguhite.the.use of and to control the way, and other county:property, covered by,this franchise.. The- County retains the:light to, administer and regulat6 activities of the Franchisee.up to the fullest extent of the,law., The failure to.reserve a.particulartfight to regulate,or ref6renceaparticular regulation,shall not-be interpreted .yb n0gati q implication;implication;or otherwise t6ptevelitthe',application of aregufationlo the Franchisee, VIIL MUCATION' Franchisee shah,in the course Work i Prs y Tk,c oniply with the following requirements: A. The Franchisee:shall,by do time speckR by'the County,prbfect,.:gbppb_Tt,temporarily disconnect;;relocate, or remove,any of its utility facilities when required by.the County by reason. of traffic, conditions, public safety- road:'right-of-way construction; :road:right-of-way repair (including resurfacing orwidening);,change of road right-of-way grade;construction,installation, 6 or repair of�County-owned. sewers, drains; water pipes; power ;lines, signal lines, tracks, communications system, other.public:work;.public facility;:or.improvement of any government- owned utility; road right-of way vacation; or. for arty .other purpose. where the County work- involved.would be aided by the removal or relocation. of the utility facili es. Collectively such matters are referred to belowas the"public:work.. Franchisee.acknowledges anduriderstands that any delay by Tranchisee in performing the herein described work may delay,.Binder, or interfere with the work.performed by the County and its contractors and;subcontractors_done:in furtherance,of suchPublic Work and result in damage to the County;including but°not limited to,delay claims. Franchisee shall cooperate with the County and.its contractors and,subcontractors to coordinate such Franchisee work to accommodate:the Public Work project and project schedules.to avoid delay,hindrance of, or interference with the Public.Work. The County of M40onshall make ovailable:to the Franchisee a dopy of the.:Six Year Transportation.Program and the County's annual construction.program after adoption each year. It is.anticipated these programs:will aid the utility.in planning construction programs. t B': Franchisee:has a duty to protect its utility facilities from work performeid by the County vhtl in.the road.rigli%-of way. The rights granted:to the.Franchisee herein do-not preclude.:the County of Mason,its employees, contractors, subcontractors, and agents from blastin ; g mg,: excavating= or doing other necessary road work contiguous-to. Franchisee's, utility facilities;: " providing that;the.Fraitchisee;stiall:be given a minimum of forty-eight(48) hours:notice of said blasting or other'work'in order that the Franchisee may protect its utility facilities: C. In the event of an emergency; or where:.Ehe:utility facility creates;o' is contributing to an imminent danger to:healthVsafety; or property, the County may protect,, "support;temporarily dis..connect, remove, or relocate any or all parts of the utility facility without.prior notice,:and charge the..Francliise..e for costs incurred: D..:If any Person that is autho l ed.to place<facilities;an the road right of way requests the Franchisee to:protect;;support,terriporarily disconnect;remove;,or relocate the Franchisee',s utility facilities to, accommodate the construction,, operation, or repair of``the, facilities of such other person, the Fianchi'see shall, after 30 days' advance:`written. notice, take action°to effect the necessary changes requested; provided; that; .if such project is related.to or competes with Franchisee's service;or:if the effect of such.changes woiild.be to.permanently depriveFrancb see of the:beneficial enj oyrnent of this"franchise for its.'intended purposes.through interference.with. the operation of Franchisee's utility'facilities or otherwise,.Franchisee shall:not be required to, relocate its utility facilities. Unless the matter is govenied by a valid contract:or'a state or federal law.or regulation,_or: unless.the-Franchisee's utility, facilities: were:not.properly installed,, the reasonable: cost of the same shall.be. borne by the Person requesting the protection, support,. temporary disconnection,:removal;,or relocation at no charge to'the County; even if the Co..unty makes the request for such action. a I t 7 i E..The Tranchisee shall;;on the request of any person holding a valid permit issued liy a governmental:authority;temporarily:raise or lower its wiies to.permit the moving-of buildings:or other objects. The.expense of such temporary removal or raising or lowering of wires shall be paid by the person requesting the same. The County of Mason will accept liability for direct and actual damages.to said Franchisee that ate tlie.result. of.the.negligence of Mason.:Countya, .99, trustees; officers; employees,. contractors, subcontractors or agents while performing County improvement or Public Works projects enumerated irithe original franchise agreement under Section.VIIL paragraph.B. Direct and,actual damages are specifically:lirriited to pliysiical damage to properly installed and;located infrastructure of fhe Franchisee and.the..cost to repair-such.physical damage. Mason County retains the right to assert.all;applicable.defenses.in tihe,event of:a dispute. including contributorynegligenee.on the partof the.Frauchzsee.: Mason County,shall in no way be liablefor incidental damages,cla tned to arise from such actions: All:Work-to be performed by the Franchisee:under this section shall passe the inspection,.of`the County Engineer. The.Franchisee shall pay all costs of and expenses incurred in the.examination, inspection and,approval of such work IX: PRESERVATION OF IVIONUMENTS/MARKERS Before any work is performed under this franchise which may affect any,.existing monuments or markers of many nature relating to subdzisioris,plats;:roads,and.ail other,surveys,the-Franchisee shall reference.all such monuments and markers The reference points shall beso.locatedlhatthey will not be disturbed during:the Franchisee's operations under`this franchise. The method of referencing.these monuments or other points to be shall be approved by the:County :Engineer. The replacement of-all.such:monuments or markers disturbed during construction shall be.made.as expeditiously as conditions permit, and as directed by the County.Engineer. The cost of monuments or other markers:lost; destroyed;,or disturbed..and'the expense of.replacement by approved:monuments shall be borne by tl e:Franclizsee. :A.complete set of reference notes:for.monument and other ties:.shall be filed with the office of the Mason County Engineer: X. VACATION OF ROAD.RIGHT-OF-WAY If at any time the.County shall vacate any County road,lights-of-way or other County property- which is:subject to rights:granted-by this franchise and said vacation shall be for.tlie.purpose of' acquzririg;the:fee or other property interest in said road,right-of.way or other county property°for the.use of Mason County„in either its proprietary.or.governmental 'capacity, then the Board of Mason County Commissioners may,at its option,;and.by giv ng:thirty(30) days vritten'notic&to the Franchisee;terniinate this franchise with reference to:such county road,right-of-way or.other county.property so vacated, and the County of Mason.shall not be.lialile for any damages or loss to the Franchisee by reason of such.terminatibii. It has been the practice of Mason Countyto. 8 reserve easements for utilities:at the time:of road vacation, and;will continue to be the practice until.such tirne.the Board of Mason County Commissioners direct:a change of practice: XI.FINANCIAL SECURITY' A- Insurance: Except as otherwise provided.herein, Franchisee shall maintain for itself and:the County-:throughout the entire period anyPatt of Franchisee's utility facilities arelocated in the Franchise Area; adequate insurance to protect the;Parties;and their elected and appointed. officers„ agents, employees: agauisf Al.of County's :and::Franclusee's liability axismg out of Franaliisee'.s use and occupaacyofthe Franchise Area.or any part thereof. -This obligation shall require the Franchisee to.maintain insurance at least in:the..follovving amounts: 1.CQMMERCIALeGENERAL LIABILITY insurance to cover liability,bodily injury,andproperty`damage. The:.Commercial General.Liability'Insurance,shall.be written on an occurrence`basis,with,an aggregateTim t.location-endorsement for the.Franchise Area,and shall provide coverage-for.any and all costs,uieluding:defense-costs,._andlosses.and:dainages.resultina from personal injury bodily in and death, property damage,products liability and corrnpleted. operations: Such insurance_shall include blanket:contractual coverage,including,coverage for the, Franchise`as now or hereafter amended and specific coverage for the indemnity provisions set forth herein. Coverage must be written with the,following limits Of. i Bodily and,Personal.In^jury 8e Property Darinaae; $ 1,000,000 per Occurrence; $2,000,000,aggregate 2 WORKERS' COMPENSATION'insurance shall.be maintained tb.comply with Ji statutory limits-for all.employees,:and in the case any vtworkis sublet,the.Franchisee shall require its contractor$:and.subcontractors similarly.to:provide Workers'compensation,..suraIIce for':all the employees. The Franchisee'shall'also maintain during-the.Efe of this policy; employer's liability insurance;provided that:this obligation shall not apply to any time period duringwhich Franchisee has no employees. The following min num limits must be maintained:: Workers.'Compensation Statutory Employer's:Liability. $ 1,000000 each occurrence I.COMPREBENSIVE AUTO LIABILITY insurance shall nclucle owned hired; and.non-owned,vehicles:.operated by Franchisee,employeesOn an occurrence:basis with coverage of at least$2,000;000 pet.occurrence.. 'If'the Franchisee,its con or subcontractor$.:Cdo not�laVefihe required lASuraiice,the;Courity may require such entities' to Stoll operations until the .insurance. is Obtained,and approved. Certificates of'Insurance reflecting evidence of tfie required imuranca and approved by the County's�R skManager for the GENERAL LIABILITY policies described.above shall:be sent to 9 i the.County's risk:manager. The certificate;sh..all be fled with the acceptance.of the franchise;and. annually thereafter,and as provided.below All coverage:shall be listed.all.on one certificate witl the same expiration-dates. The.cerhficates shall contain a provision that cdverages.afforded',under these policies will not be canceled;until at-least 30 days'prior written notice has been gvento the County. In the event that:the insurance certificate provided'indicates that'the�_insurance shall terminate or lapse during the period of.the franchise .then,in.1hat event;the Franchisee shall;fumish,_.at 1. 30 days prior to the expiration of:the date.of such insurance, a renewed,certificate of insurance as proof that:equal and like coverage liar been. or will,be obtained prior to any such lapse or termination;during the:balance of.the period of thefranchise: The County reserves the right, during;the'term ;of the franchise, to require any other insurance coverage or adjust the policy limits as it deems; reasonably ,necessary utilizing sound risk management practices-and principalsbased upon the loss:exposures. :Each insurance policy requiredpursuant to this franchise shall be primary and non-contributing as respects any coverage maintained by the County and shall include an endorsement reflecting.the same. Auy other coverage maintained by County shall be:excess of this coverage herein;defined as prunary and shall not contribute;with'it. The certificate of insurance must,,reflect,that,theabove 'wordingis included in'all such policies. Each insurance policy obtained.pursuant to this franchise shall be issued. by financially sound insurers who_.may.lawfully do business in the State of Washington with a financial,rating-at all tinges:durin&toverage o.f no less tl an rating of W'and a.class of"V,or better in the latest-edition of`Test's Key Rating Guide"published by A.M.Best Company,or such other financial rating or rating guide approved:in writing by the Co-o-unty'.s risk.manager. Inthe event that at any time during coverage,the insurer:does not irieet the foregoing"standards,,Franchisee shall give prompt notice 'to"the.County.and shall seek coverage from an insurer that meets.the foregoing:standards. The County reserves the right to,:change.the rating or the rating guide depending upon the changed.:risks :or availability of other suitable andxeliable.rating guides: Comprehensive general liability insurance policies and. coverage. obtained pursuant to this franchise'shall include an endorsement (standard,ISO form:CG 24-17).deleting all exclusions for cwork;or incidents occurring within any distance from a railroad track or-railroad property; or on,over,or,under.a railroad track: Insurance policies required pursuant::to this franchise sliall have to non-standard. exclusions unless approved of by the CountyRisk Manager or designee. Commercial general liability insurance policies obtained,pursuant to this franchise,shall i;ame:the 10: County as an additional insured without limitation,pursuant to an endorsemenf,approved of by the County's.Risk:Manager or designee. Franchisee and Franchisee's:Contractors' insurers;through policy endorsement;shall waive their rights of.subrogation:against the County for all claims and:suits: 'The certificate of insurance,must rAectthis,waiver of subrogationxights endorsement. Commercial General Liability Insurance policies:avid coverage:required.,herein of public utility operators may include a reasonable deductible or`self-insured retention;provided;however, that alto any Loss or Damage covered as provided herein,if franchi.'see elects to include any:deductible or self-insisted retention,:`Franchisee shall itself directly cover, in lieu of insurance,,any and.all w. County liabilities that would otherwise.in accordance.with the;provisions of this -Franchise be covered by Franchisee's insurance.if Franchisee elected not to include a deductible or'self insured: retention: :Such direct coverage by Franchisee:shall be in an,amount equal to the,amount of Franchisee's actual deductible or`self-insured retention..Franchisee shall be required:_to.provide a certification of self insurance retentionto the cou ityin aform and content acceptable:to the county engineer. B. Performance/Paymeht Bond. At.the same time Franchisee provides its acceptance of this Franchise,the;Franchisee shall,;if required by the County Engineer,provide a;performance - and payment'bond.to ensure the full and faithful performance of:.all of its.responsibilities under' this franchise andlappl cable'rules,regulations arid:ordmances, eluding,by way of example;but not.limitedto,its obli.gations.to relocate and remove its utility facilities,to restorethe road±ights- of-way and other property when damaged.or disturbed,and to reimburse the County for-its costs.. The:amount of the performance and payment bond:shall be for ZERO ($Q) , The amount of the; bond;.or cash deposit.as%described below,may be adjusted by the County every:five years,from the date of execution of this franchise,to take intol account cumulative inflation or;increased risks to:the.County:.The Franchisee may be required to obtain:additional bonds in.accordance.with the. County's ordinary practices. The bond shall bean a form with terms and.conditions acceptable.to the.County and,reviewed and'approved by the County Engineer.. The,bond shall.be with a.su ety with a rating,no less'than"AX' in.the latest edition of"Bests.Key Rating:Guide,"`published by A.M.Best Guide.. The Franchisee:shall pay.all premiums or costs associated.with maintaining the bond,ana.Shall keep the samein full.:force and:effect:at all times,If Franchisee:fails to provide or maintain the bond,then the-County;;in its sole discretion,.mayrequire Frariclisee.to substitute an equivalent cash.deposit'as'described below mi lieu of the:bond. Franchisee,may,at its:election.or upon order by the.County;substitute,an equivalent cash deposit, instead of`a performance and.payment bond. This cask deposit shall ensure the full and faithful. performance:of all of Franchisee's responsibilities hereto under this Permit and all.applicable:laws; rules,regulations or ordinances. This includes but is no limited to; its obligations`:to relocate.or remove its facilities,.restore:the road fights=of--way ana.other. property to their original condition; reimbursing the County for its:costs,ar dkeep'Trans isee's insurance in full force The County shall notify Franchisee in writing.,by certified mail;of any default and;shall give. ll z Franchisee tliirty:(30)days from.the date of siich.noticeao cure auy`such default. In the event that the Franchisee fails to-cure such default to the.satisfaction of the.Courity,the,County may,:at its option,forfeitthe entire.amount of the cash deposit or:.draw,upon the cash deposit up to the amount of the., C6ppty's costs :incurred ':to: cure Franchisee's default. Upon the .County,':s cure of Franchisee's.default,the County'shall notify Franchisee in writing of'such cure. Ili the event that the:County draws:upon.the,cash deposit:or,forfeits.*the same, Franchisee shall.: thereupon replenish the cash deposit to the full amount as specified.herem or provide,Are placement performance and payment bond. Before any Work commences in the road:right-of-way; the:County Engineer may-require the operatorto provide a:performance and.payment bond:for each:separate project in an amount to.be determined by the,County Engineer but not.less than five:.hundred, dollars, written by a surety company-acceptable to the'County Risk 1Vlanagerr and authorized to do business in the: state of Washington..: The purpose.of the bond is: to insurer completion of construction; including .the restoration of:surfacing, slopes, 'slope treatment, topsoil, landscape treatment; and drainage facilities, and cleanup of rights-of<way. and payment of costs:incurred by the C60rity10'enforce. the requirements of=this:Chapter The perfo iiiance and'payimnt bond shall lie in place:for a period, ending riot r ioze than one year after the date of,completion. A.project specific performance bond`shall not be required in-the,event that the*anchisee has:in place a blanketperformance bond and,when required,:a payirient,bond,-maintained pursuant the requirements of this'franchise.. A performance.and:payment bond,for work in the road right-of-way.will not be required of the United States Government or any of its agencies of of any municipal corporation or department of the state of Washington and its local.subdivisions'. G. Limitation of T iability: To the.fullest'.extent permitted by law, the Franchisee-shall, and shall cause:its'contractor(§) to release,.indemnify;defend arid;hold harinless.the county and the county's legal representatives, officer (elected or }, appointed} employees and agents (collectively, "indemnitees"):for;.from'and against any and all.claims,.liabilities,.fines;penalties, cost,damages,losses..liens,. ofaction, suits,demands,judgments and expenses(including, without limitations,court costs,attorneys fees:and`costs of investigation,removal and remediation .and governmental.oversight costs);.Envirorimental•or otherwise(collectively"liabilities")::of any- nature,kind;:.or description,of any person or entity;directly or:indirectly, arising out of,'resulting :from,orrelated.to(in whole or in part):: 1. this franchise; 2. any rights,or interests granted'pursuant to this franchise; 3. franchisee's occupation and use of the road right of way; 12 4: fianchisee s operation,of its utility.ficilities; 5. the presence of utility-facilities within the right of way;, .6. the environmental I condition and status of the:road.right-of-way caused by, aggravated: or contributed to,in whole: in,pait,by franchise �or its agents; or ggravate e S3 .9, 7. The.acts,eitdrs,.or.*omigsibfig of thirdparties,when ansing,out.of the installatio construction, adjustment, relocation, replacement, removal, or,maintenance;of such,,.third party i utility.facilities within Ifie road rights-of-waywhen such Work is performed under authority of the operator's utility permit.or at the direction or"under the control of the operator;or S. any act or omission bfftanchisce,.pr fianchisee"S,agents; The only liabilities with respect to:Which franchisee's..obligation to indemnify,the indemnitees do not apply are liabilities to the extent,arising:out lof;caused by or resulting-,from the negligence of -the lcounty,-its-officers,agents 'employees:or'contractors and liabilitiesthat bylaw the indemnities cannonbem' demnified.:for. A ipon written notice from the county; fcanclusee,agrees to assume the defense of any lawsuit or other pTpceeding brought against any indemnitee-by-;any entity,relating to.any matter covered by this franchis&,fo-t which,franchisee,"has an obligation to assume liability for. and/or save and hold harmless any indemnitee.T see ranchi shall pay all cost:incident to such defense,in6jii but not limited to,attorneys fees,investigators'.fees ..litigation.and appeal:expenses;settlement payments thin lyy sati s dju e t and amounts paid satisfaction of pai msa fattio judgments... Franchisee will f4l ai dghi h Vn ninety(90)days after said suit'ori.action.shd1l havelnglybeen determiriedif determined adversely- to Mason County Upon Franchisee's the failure to satisfy. said 'udgment,within theninety-(90) day period,this franchise shall-at,once cease,and terminate. Acceptance by-the,County, of any)Work performed by the Franchisee at the'time of,completion, shall not:be,grounds for avoidance of this.covenant. N -NEXCLUSIVE, XII. FRANCHISE 0 This.franchise shall not be deemed to be an exclugive franchise. It o.manner Drobibit the.shall in n County of Mason from granting:other-utilities.under, along, across,.over.and upon any of the: County roads,fights-of-way or other County properly suliject.t this EAnchiseaid s in* no:way prevent:or 'hibitjhq or using any of prohibit County of Mason from constructing,altering,maintaining. said road.s..Jights-ofvzLy, drainage structures or facilities, irrigation structures or facilities, of any other,,county pioperty-oredP-ti jurisdiction over them or-any part of them with full powerto t's JUPS. inakb.all.necessary changes,.,Telocations repairs, maintenance, etc., the same as;the county e may , aedni fit. 13, XIII. SUCCESSOR S.AND ASSIGNS All:theprovisions,conditions;regulations;and requirements herein contained shall be:bmding upon the successors:and assigns:of;the Franchisee; and all privileges; as well as.all obligations and: liability of the Franchisee, shall. ensure to:ifs.ifs. successors and.assigns equally.as if,they were specif.cally,mentioned:wherever the Franchisee is:.mentioned. Any.reference in this franchise to a,specifically named party shall be:deemed to apply to any successor,heir,administrator,ditcuWr or assign of such party who has acquired its°interest in compliance with the terms of this franchise,. or under"law. XIV. TRANSFER/A.SSIGNM[ENT Franchisee;may assignor.transf6r this franchise after.prior written notice tc County of Mason:and assignee's, written commitment, in. 'a form and. content approved:`by the`County .Prosecutor; delivered to"County of Mason,"that.assignees shall thereafter be°responsible for all obligations of Franchisee with._respect>to. the franchise :and guaranteeing performance under.: the terns .and conditions of the franchise and that transfer ee.will.be bound by all the conditions of the fraxichi"se and will assume all the: obligations of its predecessor. Such. an..assignment shall relieve the Franchisee of any further obligations under.the,franchise, including any obligations not fulfilled by Franchisee's assignee; provided :that, the ;assignment shall not in any respect relieve the F ranchi ee,:or any of its successors:in interest, of responsibility for acts or:omissions,la own or unlmown; or the consequences thereof, which acts or omissions occur prior'to the time of the assignment 'No franchise orrmaster road:use permit maybe assigned or transferred witfioutfiling or-"establishing with.the-.county the ix surarice certificates and performance bond .as required pursuant to this1ranchise. XV. ANNEXATION Whenever any of the County roads,.rights-of way or other:county property as designated in,this f ranchiise by reason of:the.subsequent ineorporation:of any town or city,or;extension of the limits of any'town or city;;shall fall,within the:city or town.limits: and shall by operation of law or otherwise.terminAte"in espect to the.said toads,rights of,-way or.ot7ier:county property sq ncluded with city or town limits this.f%anchuse shall;conti ine'dii.;force and effect to all countyroads;.nghts of-way'or other county property not so included in city or,town limits. XVI: REVOCATIONN/REMEDIES A. Revocation: Ia addition the right to revoke this franchise`as set forth�in°Title:l2.of the. Mason:County Code,:if the Franchisee shall willfully violate;.or fail to comply with any of the provisions ofthis.franchise.tlirough willful orunreasonable neglect or fail to heed'or cozy ply with. any notice given the Franchisee under tle'pzovsion of this grant;then Franchisee shall,forfeit all rights conferred:hereunder and this-franchise may be revolted,<or.annulled,after a.public hearing by the.'Board of County C,ommissioners. The Franchisee shall,not be relieved of any of its; obligations to.comply-pro, raptlywith any provision of this_franchise.byreason of.any failure ofthe County to enforce prompt:compliance,:and the County'.s failure to enforce:shall not constitute:a 14 waiver of rights or,acquiescence in the,Licensee's conduct. F Subject to the required:.'con sent;,adjudication, permission or authorization .of a federal or state .regulatory agency with.jurisdiction.over the subj.ect'matter;uponrevocation of the,franchise,the Countymayrequire the Franchisee to:remove its utility facilities from any To rights-of--way;and. restore such road;rght-of-way to its same or better condition as existed justprior to such removal, or de-commission.and.abandon such utility facilities in place in Whole or in pArt and.in.a manner approved by the CountyBoard,of C... sioners:Tf the Franchisee fails to remove utility facilities that the County requires.it to remove,the County.may perform the work.and collect the cost thereof fron the.Franchisee. The,actual cost thereof, indudmg direct and indirect.administrative costs; shall be,a lien,upon.all utility facilities=of the:Franchisee-within the franchise Area effective upon, filing of the,lien with1he Mason-County,.uditor:: ')I. Remedies. The County has.the night to exercise_any and all of_tile following remedies, singly or in combination;in the event of Default. "Default" shall:mean any failure of Franchisee or its agents:to keep, .observe, or,perforrri any,of.Firanchisee's or its agent's duties &obligations under this franchise: J. Damages: Franchisee shallbe liable for any and,all damages ineurred,by County. I Specific PerforWarice. County shall be.entitled to specific performance of each. and every obligation: of Franchisee:under:this franchise Without.any requirement:to,prove or establish.that County does::not.have-an adequate :remedy, at law. Franchisee hereby waives the requirement of any such proof and.acknowledges that County would nothave an adequate:remedy at law for Franchisee's,commission,of an Event of Default hereunder: 3. Injunction:, County:shall tie.entitled.to restrain, by injunction;,'the actual or threatened commission or attempt. of an Event of:Default and t0 :obtain a judgment Or Order` specifically prohibiting,,a violation or_breach of this Agreement.without; ;in either:case, being required:to prove or establishahat County does not have.an adequate:remedy at law. Franchisee hereby.waivesAhe requirement of any such proof and acknowledges that County would not have an.adequate reine4yat,law.f6tF anchisee'; commission of an Event of Default hereunder. 4. Alternative:Remedies. Neither the existence of other remedies identified in this franchisenor the.exercise thereof shall,be deemed to bar or otherwise limit the-right of tile.County to commence:an.action.for equitable;or other:relief, andl&proceed against.Franchisee and any guarantor for all.direct,monetary damages, costs and expenses.arising from the.Default and to recover all such.damages,,costs and expenses,including:reasonable attorneys'`fees:Remedies are cumulative;the exercise of one shall not foreclose the'exercise of others. XVJJ SUBSEQUENT ACTION hi the event that after,this franchise l)ecotnes effective, Via) there is a Change in the laW which '15. broadens the authorityof the County.of Mason or the Franchisee with respect to any actpermitted or authorized under this franchise; or (b)the County of Mason or the Franchisee,believe that amendments to this franchise.are necessary or app1.ropriate,:then the: County of Mason.: the . Franchisee agree to enter into good:faith negotiations to amend this franchise so as to enable the Parties to address; m* a manner reasonably acceptable to all Parties,. such :change or other development which.formed the.basis;for the:negotiations. The Tarties recognizel. the purpose of the negotiations would be,to preserve; to the'max mum,.extent consistent with law,,the scope and pu.To,se of this franchise.: Mason Countyreserves for itself the right at any time'upon ninety'(90)days written notice;to the Franchisee; to.so change amend, modify or amplify any ofthe provisions.or conditions:herein enumerated to conform to any state statute or county,regulation, relating to the public welfare, Health,safety or highway regul4doni .as may,hereafter be enacted,adopted or promulgated and this franchise may. be.terminated.at such time a public: hearing is held by the Board of:County Commissioners; and the Franchisee's;utility facilities are found not to be=.operated or maintained in accordance with such statute or.regulation. XVIII ACCEPTANCE Franchisee:shall execute and return to the:County of:Mason a signed_acceptance of the.:franchise granted Hereunder. The acceptance shall be in the:form of'the acceptance:attached hereto as Exhibit"A",.and.in accepting the:franchise,Franchisee warrants that it has carefully read the"terms and conditions of this franchise and accepts all of the terms and conditions of this franchise and agrees,to abide by'the same and,acknowledges that-it has:relied upon.its own investigation.of all relevant facts,that it has;had_the assistance of counsel,.that;it yvas not.induced:to:accept a franchise; that this:franchise represents.the entire-agreement between the:Franchisee and the County of Mason..In the event the Franchisee fails to submit the countersigned ordinance and.acceptance I as provided for:herein within the time limits.'set forth:in this section,.the'grant herein is_and shall become null and void. XIX. MISCELLANEOUS TROVISIONS. A: Controlling LawNenue. Any disputes concerning the.application..or interpretation of any°of the provisions,of ihis.franchise shall be.governecl.by the,laws of the:State-:of Washington. Venue of any action or arbitration brought: under this franchise- shall'be in Mason County, Washington or the Western District of Washington if an..action.is brought.in: federal, court; provided,however;.,that_venue ofsuch action is legally proper. B,. Liens. Franchisee shall.promptly pay and discharge any and all liens arising out of any Work.done, suffered,or permitted to:be done by Franchisee on anyTrarichise.,Ared. C,. Waiveh No waiver by either partyof anyprovision ofthis franchise sha11 in.any way impair the right of such.party to:enforce'that provision for.any subsequent:breach, or County,of Mason's right to enforce all'other provisions of this franchise.. 16 D.Attorneys Fees Y any action.at law or iti equity is necessary to enforce.ar._ nferpret the terms of this:franchise,the substantially prevailing Party or Parties:shall_be exit tled;to reasonable; aftomeys..:fees, costs and necessary disbursements:in addition to any.other relief to which such: Party or Parties may be entitled. E. Amendment: This:franchise may be amended only by.a written contract signed.by at thon.zed repre.sentatives of Franchisee and.County ofMason. F: Severability. if. any provision of [his franchise is field to be`illegal, invalid .or unenforceable'under: pre§enAt or future.,laws, such provision will be. fully severable.and this franchise.will.be construed.and enforced as if such illegal, invalid or unenforceable provisionis not a part hereof and the reiriaining.pzovis ons.hereof will remain in full force and effect. Jh lieu, of any illegal, invalid or unenforceable.provision:herein,there,will be:added:automatically as°a part of this:franchise; a provision as sunilar in its terms to,such;.illegal invalid or:unenforceable; provision as:may possible and be legal,-valid and enforceable. G. Joint and Several Liability: 'Franchisee acknowledges that; in any,case in:'which Franchisee.and Franchisee's:Contractors are responsible under the terms of this franchise;,such responsibility is jbirit and several as between.Fraiichisee and any suchTranchisee's Contractors; provided:that,'the,Fratichisee is.notprohibited from allocating such:liability as.amatter of contract: 14 Notices, Any notice:contemplated, required, or permitted,to be.given under this franchtseshall;.be sufficient if it is iriwnting and is sent either by (a)registered or certified mail, return receipt:requested or(b)<a nationally recognized overnight.mail delivery service,to the Party and at the address specified below,exceptas such Party:and address may be changed by providing j notice to the other Party no less than thirty(30) days' advance:written notice of.such change in: address: Franchisee: Blue.Heron Condominium 6520 E State Route 106 Union,WA 9.8592 Attn:Bob Spurred. Grantor: County of Mason'Public'Works 100 Public.Works,Drive Shelton,.WA:98584 I. Approvals. Nothing in this franchise shalt be:deemed to.impose any duty:or obligation. upon the;County of Mason to determine the adequacy or suffcienay of Franchisee's plans and: specifications or to:ascertain whether Franchisee's proposed or actual.constrict Pn testing . I maintenance,repairs, replacement; relocation,.adjustment:or removaus adequate or.sufficient;or in conformance with the*plans.and specifications reviewed by the County of Mason: No.approval given,;inspection made;,review or:supervision performed by the.County of Mason pursuant to this franchise:shall:constitute,or be:construed as.a representation or warranty express or implied by County of Mason that::such.item:approved,-inspected; or supervised, complies vith laws,_rules regulations or ordinances:.or this franchise or meets any particular;.standard,.code or requirement, or is'in conformance:V&h.'the:plans.and specifications.and no liability shall attach with respect thereto. County and inspections as:provided herein; are:for tlie.sole purpose of protecting the County of Mason's.rights as the owner or manager of the road rights-of way and shall not constitute any representation.or warranty, express or unptied,:as to the..adequacy;of the design,. construction,'repair, or aintenance of the utility facilities, suitability of.the Franchise Area-.for construction.,;maintenance,.or repair of-the: facilities; or:any obligation on the.,part of the .County. :of Mason,to, insure that.Work or.materials: are. in' compliance with any requirements imposed by a.governmental entity.. County of Mason.is under io obligation or duty to supervise the design,:construction,installation„relocation,;adjustment'Icaligament,;irraintenance;repair, or operation of the utility.facilities.: I. Force Majeure . NeitherParty`hereto.shall be liable to"the other-Party for any failure to perform an obligation set forth herein to.the extent srich.farluire':is`caused by war, a.ct of terrorism or,an act of God,provided that such Party has made and is making-all reasonable.efforts to perform such obligation.and minimize any and all resulting,loss or damage: K. construction. -All pronouns and any-variations thereof shall.be deemed to refer to the masculine,feminine:or neuter;singular orpluralh ofthePrtorPatesmayreqre., i ui The.provisions:ofthis franchise shallbe:construed as awhole according to their common:meaning, except where specifically defined herein,not strictly,for or against any-party,and consistent.:with the provisions contained herein in order to achievethe objectives and purposes of this franchise. E L: Incorporation by Reference. All exhibits annexed hereto at,the time of execution,of this franchise-or in:the future as; contemplated herein,.are hereby incorporated by reference.as 'though fully set forth herein. M Calculation of Time: All periods of time referred to herein shall:include Saturdays, 'Sundays, and legal holidays in the State.of Washington,except that if the:last day of.ariy period falls on any Saturday, 'Sunday, or legal holidaynthe Ste:of Washgton. henod shall be: extended`to include the:next flay which is not a Saturday, Sunday, or legal.holiday in the;:State of Washington. N. Entire Agreement. This:franchise is the.full,and complete agreement:of.County of. Mason and Franchisee with::respect:to,all-matters covered hierdhi and"all matters::relatedlO tlie.use. of the Franchise Area by Franchisee and Franchisee's. Contractors, and this:franchise supersedes any:and all other.agreements of the:Parties hereto with respect to all such matters; includig, without limitation,,all agreements evidencing the franchise. ,18 O_ No;Recourse: Without limiting such immunities as the County. or.other persons;may have under-applicable law; Franchisee shall. ave no:inone.ary recourse whatsoever against the County or its officials;boards,commissions;agents, or employees for any loss or damage arising out.of the County's exeicising'its authoritypursuant to this Franchise or:other`applicable law. P. Responsibility for Costs. 'Except:-is. expressly provided otherwise; any act. that Franchisee is;required.to perform•underthis franchise shall be performed at its.cost. .If-Franchisee n: fails.:to perform work that it is required to perforin.within the time.provided for performance,.the County.ma° erfor ,the work.and bill th f-Tranchisee. The Franchisee shall.pay the amounts billed. y p within A days:. Q.: Work of Contractors and Subcontractors: Work by contractors:and subcontractors is subJectto the same restrictions, limitations; and conditions as if'the work was performed Iy the Franchisee. The Franchisee shall be responsible.for:all work-performed by.its contractors and. subcontractors, and others performing work;on its:b6half,under its;control, or.under.authority of its utility permit,:as' if the work werel performed.by it and shall ensure that all such work is performed in compliance with-this f anclise.Title .12 MCC;the Manual and other;applicablelaw, . . and shall be jointly'and severally liable:for all:damages and,correcting all damage caused bythern.. It is the_Franchisee's responsibility. to ensure that contractors, subcontractors, or other Persons performing work on the Franchisee's behalf are familiar with:the requirements of the.franchise, Title;12 MCC;;thelVlanual,and other applicable laws.governing the work performed.by them:. R. Survival of Terms; .Upon the cxpiratioii; termination,revocation..or.forfeiture.of the franchise;the Franchisee shall nolonger;have the:right to occupy the franchise area for the purpose of•providing `services authorized herein However, the. Franchisee's obligations. under this franchise to the County-shall survive the expiration,termination;revocation or forfeiture.of these.. rights according to:its:terms.for so long as the Franchisee's•utility,facilities shah remain.in whole or in.part in the road;rights of way. By way of illustration and.not hmitatioi ,.:Franchisee's obligations to: indemnify; defend .and Bold :harmless the County, provide insurance and: a performancelpayment bond pursuant to Section:XI,and Franchisee's obligation to relocate its utility, facilities: pursuant to. Section VIII,. .shall, continue in effect .as to the Franchisee, notwzthstandi ig any expiration,,termination;revocation or forfeiture of the franchise;except to the' extentthat a County approved transfer,We or assignment of the utility system is completed,and ' another entity has assumed full and complete.responsibility.for the utility system or for the relevant acts or omissions. S.; Warranties. By acceptance:of this franchise,Franchisee warrants: 1.. That Franchisee has full.right and.authority to enter;into:and.perform this 'Franchise in accordance with'the terms hereof,arid.by entering into or performing this Franchise; Franchisee is:not in violation of:its charter or by-Jaws, or any,law; regulation;.or,agreement by which it is bound or to which it is subject;and 2 That: the execution, delivery, :and performance of this. Franchise by Franchisee has been duly authorized by all requisite:Board/C.ommission.action,that the signatories 19 for Franchisee of:the'..acceptance hereof are:authorized.to siga this_Franchise;.and that the:joinder or consent of any other party;including a.court,trustee, or referee,is:not necessary to make valid and effective.the execution;,delivery,and performance of:this Franchise and,a..cceptance. DATED at Shelton,Washington this: day of BOARD,OF COMMISSIONERS. APPROVED: MASON COUNTY,WASHINGTON County.Engirieer: Chair Approve as'to form: Vice Chair Chief D'P A. Commissioner F 2.0: Exhibit.A. ACCEPTANCE OYFRANcMSE €, Ordinance No..1.15-0.6,effectiveNovember,14;2606.. 1, &� 'Gs.�,"VrCON ,ain t -l ay ofAl'� g�� and: :am:the authorized'reptesentative to.accept the:above=refercnced franchise oii behalf of I certify thatthis franchise and-all terms and;conditions thereof are accepted by g4" ,k ro, O V'1 r9e Vl't Ei i ui+ti,without qualification or reservation. DATED this `ZS day of ,f;r�:, � FRANCHISEE Its. x; r�( .1�4s elvl ela� T _ a.., Tax-Id-No. STATE,'O V V I¢S /1tI(�T71 }ss COUNTY OF i cer if 'that I.know orhave sAsfacto.':rY evidence that' A6 �Oa4r 1: is tht person who appealed before me,and said°person acknowledged that Wshi igned this instrument;on oath stated: that be/she was authorize d'to exeeutethe instrument and ackno edged it as wlthe, the _ {� f on rr �arnrfti ctr to be the free;and voluntary acrof such party for.the uses'and: purposes zzienhoned in the instrument Dated 06, 20 �1 t'_4,4 411/ Nu Public � PrintName Siff/ L. II'1 / f, s Yoe �,oTA,p� My commission expires x A. EXHIBIT B Description of.Franchise'.Area, E ORRE NOBLES_ _ ' B ue flern g"noo E_M�1SQN AVE `f i E.DALEM D .. f . f Co 0 4 i tj: l 1 ( 1 f f , 1 tt B MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Kelly Bergh for Jennifer Beierle Action Agenda X_ Public Hearing Other DEPARTMENT: Support Services EXT: 644 DATE: 8/25/2020 Agenda Item # 8,� Commissioner staff to complete) BRIEFING DATE: 2/24/2020 & 3/24/2020 BRIEFING PRESENTED BY: Jennifer Beierle [ ] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency Item: Community Development Block Grant (CDBG) for Public Services from Department of Commerce Background: Mason County Support Services was awarded a reimbursable grant from Department of Commerce in the amount of$102,225, of which $3,500 will be used to off-set a portion of our administrative costs. This grant begins 7/1/2020 and ends 6/30/2021. This grant is federal funding for public services through Community Action Council of Lewis, Mason and Thurston Counties to low- and moderate-income persons in Lewis and Mason Counties and will serve up to 7,700 people Recommended Action: Make a motion to approve the Community Development Block Grant and allow Frank Pinter, Support Services Director, to sign the grant agreement on behalf of Mason County. Attachment(s): State of Washington, Department of Commerce Award Letter State of Washington, Department of Commerce Grant Contract I I Grants I CDBG Public Service Grantl2020 2021 I Agenda Item Summary-Award.doc `�y,srxrN o STATE OF WASHINGTON DEPARTMENT OF COMMERCE 1011 Plum Street SE o PO Box 42525 a Olympia,Washington 98604-2526 (360)725-4000 www.commerce.wa.gov July 1,2020 Mr.Frank Pinter Director of Support Services,Mason County 411 North 5th Street Shelton,WA 98584 Dear Mr.Frank Pinter: I am pleased to inform you that Mason County is awarded a$102,225 Community Development Block Grant(CDBG)for public services provided by Community Action Council of Lewis,Mason and Thurston Counties.Funding is contingent on the state's receipt of its 2020 annual award from the U.S.Department of Housing and Urban Development. Prior to grant contract execution,this letter allows you to incur costs not to exceed ten percent of your award for eligible administrative and public services activities after July 1,2020. Eligible costs will be reimbursed by Commerce after the grant contract is executed.All costs to be reimbursed must comply with applicable state and federal requirements. The county's 2020 CDBG Public Services Grant contract with Commerce will be emailed to you for your signature in the near fixture. Please contact Jeff Hinckle at(360)725-3060 orjeff.hinckle@commerce.wa.gov if you have any questions. Sincerely, M 6a ley Assistant Director Enclosures cc via email: Kelly Bergh,Financial Analyst John Walsh,CEO, Community Action Council of Lewis,Mason and Thurston Counties ® Washington State Department of 9.40 Commeree Interagency Grant Agreement with Mason County through Community Development Block Grant (CDBG) Program Public Services Grant For Public services through Community Action Council of Lewis, Mason and Thurston Counties to low- and moderate-income persons in Lewis and Mason Counties Start date: July 01, 2020 ` TABLE OF CONTENTS Special Terms and Conditions 1. Definitions ..............................................................................................................1 2. Authority.................................................................................................................1 Federa|FUnding�z��--�"�= =`�=��..*�c��'' 4. Acquisition And Disposition Cf Assets...................................................................1 [i Audit.......................................................................................................................2 (l Billing Procedures and Payment............................................................................2 7. Closeout.................................................................................................................2 EiCompensation........................................................................................................3 [l Debarment.............................................................................................................3 10i Environmental Review...........................................................................................4 11. Indirect Costs-----------------------------/4 12. Grant Management................................................................................................4 13. Historical Dr Cultural Artifacts, Human Remains...................................................4 14. Insurance ...............................................................................................................5 15. Laws.......................................................................................................................5 16. Performance Reporting..........................................................................................5 17 Program Income.....................................................................................................5 18. GubcuntnacbzrDnbuCo|leotion--------------------------.G 19i Subcontracts for Engineering Services..................................................................8 20 Order uf Precedence..............................................................................................G General Terms and Conditions 1. Definitions..............................................................................................................7 2. All Writings Contained Herein................................................................................7 3. Amendments..........................................................................................................7 /L Assignment............................................................................................................7 !i Confidentiality and Safeguarding of Information....................................................7 tiCopyright-------------------------------------8 7 Disputes.................................................................................................................8 8. Governing Law and Venue....................................................................................8 9. Indemnification.......................................................................................................O 10. Licensing,Accreditation and Registration .............................................................8 11. Reoaptune------------------------------------'O 12. Records Maintenance............................................................................................y 13. Savings..................................................................................................................0 14` 8avanybi|ity............................................................................................................0 15. Gubcontrootng.:.....................................................................................................8 18. Survival................................................................................................................10 17 Termination for Cauoe----..... .............. ............ ................ ... .......---'1U 18. Termination for Convenience.--------------------------1O 19. Termination Procedures......................................................................................1O 20 Treatment of Assets.............................................................................................11 21. Waiver..................................................................................................................11 Attachment A, Scope of Work and Budget Attachment B. Letter tn Incur Costs (if applicable) FACE SHEET Contract Number:20-62210-010 Washington State Department of Commerce Local Government Division Community Assistance and Research Unit CDBG Public Services Grant 1.Grantee 2.Grantee Doing Business As(optional) Mason County NA 411 North 5th Street Shelton,WA 98584 3.Grantee Representative 4.COMMERCE Representative Kelly Bergh,Financial Analyst Jeff Hinckle,Project Manager Address: Phone: (360)427-9670 Phone:(360)725-3060 PO Box 42525 Email: kbergh@co.mason.wa.us Fax:(360)586-8440 1011 Plum Street SE jeffhinckle@commerce.wa.gov Olympia,WA 98504 5.Grant Amount 6.Funding Source 7.Start Date 8.End Date $102,225 Federal: ® State:❑ Other: ❑ N/A: ❑ 7/1/2020. 6/30/2021 9.Federal Funds(as applicable) Federal Agency: CFDA Number: Indirect Rate(if applicable): $102,225 U.S.Department of Housing And Urban Development 14.228 N/A (HUD) 10.Tax ID# 10,001893-11 1.SWV# 12.UBI# 13.DUNS91-6001354 232002101 069580751 14.Grant Purpose Public services through Community Action Council of Lewis,Mason and Thurston Counties to low-and moderate-income persons in Lewis and Mason Counties. A full description of the project is in Attachment"A"Scope of Work and Budget. 15.Signing Statement COMMERCE,defined as the Department of Commerce, and the Grantee, as defined above, acknowledge and accept the terms of this Grant and Attachments and have executed this Grant on the date below to start as of the date and year referenced above and warrant they are authorized to bind their respective agencies.The rights and obligations of both parties to this Grant are governed by this Grant and the following documents hereby incorporated by reference: Grant Terms and Conditions including Attachment "A"—Scope of Work and Budget,Attachment`B"—Letter to Incur Costs(if applicable),and the following documents incorporated herein by reference: Grantee's application for funding and the Community Development Block Grant policies and procedures, prepared by Commerce. FOR GRANTEE FOR COMMERCE Mr.Frank Pinter,Director of Support Services Mark K.Barkley,Assistant Director Mason County Local Government Division Date Date APPROVED AS TO FORM ONLY BY ASSISTANT ATTORNEY GENERAL 07/17/2019. APPROVAL ON FILE. iii SPECIAL TERMS AND CONDITIONS INTERAGENCY GRANT AGREEMENT FEDERAL FUNDS 1. DEFINITIONS A. "Contractor"and "Grantee" in this Grant, and the term "subrecipient"found in the federal Community Development Block Grant(CDBG) rules and regulations, shall mean the same. B. "Low-and moderate-income"shall mean a household income equal to or less than 80 percent of area median income adjusted by family size. C. "Subgrantee/Subcontract"shall mean one not in the employment of the Grantee,who is performing all =or"pail`of(hose=senrlces-under this--Grant=Under a-separate=Grant wlth-the Granfee The=terms- - - "subgrantee"and "subcontractors"mean subcontractor(s) in any tier. D. "Subrecipient" shall mean a non-federal entity that expends federal awards received from a pass- through entity to carry out a federal program, but does not include an individual that is a beneficiary of such a program. It also excludes vendors that receive federal funds in exchange for goods and/or services in the course of normal trade or commerce. 2. AUTHORITY COMMERCE and Grantee enter into this Contract pursuant to the authority granted by the Interlocal Cooperation Act, Chapter 39.34 RCW. 3. ACKNOWLEDGMENT OF FEDERAL FUNDS Federal Award Date: July 22, 2020 Federal Award Identification Number(FAIN): B-20-DC-53=0001 Total amount of the federal award: $13,140,680 Awarding official: John W. Peters, HUD CPD Director The Grantee agrees that any publications (written, visual, or sound) but excluding press releases, newsletters, and issue analyses, issued by the Grantee describing programs or projects funded in whole or in part with federal funds under this Contract, shall contain the following statements: "This project was supported by Grant No. B-20-DC-53-0001 awarded by the U.S. Department of Housing and Urban Development(HUD). Points of view in this document are those of the author and do not necessarily represent the official position or policies of HUD. Grant funds are administered by the Community Development Block Grant Program,Washington State Department of Commerce." 4. ACQUISITION AND DISPOSITION OF ASSETS The Grantee will account for any tangible personal property acquired or improved with this Grant. The use and disposition of real property and equipment under this Grant will be in compliance with the requirements of all applicable federal law and regulation, including but not limited to 24 CFR Part 84 and 24 CFR Part 570.489,570.502,570.503,570.504, and 570.505 as applicable,which include but are not limited to the following: Real property that was acquired or improved, in whole or in part, with funds under this Grant in excess of $25,000 shall be used to meet one of the CDBG national objectives for ten (10)years after the Grant is closed. Any exception must be made with COMMERCE approval and the Grantee will be responsible to pay COMMERCE an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of or improvement to the property. Such payment from the disposition of real property acquired with this Grant within ten (10) years of closeout of the Grant shall be treated as CDBG Program Income. In cases in which equipment acquired in whole or in part with funds under this Grant is sold, the proceeds will be CDBG Program Income. State of Washington Interagency Grant Agreement Version 072019 Department of Commerce Page 1 SPECIAL TERMS AND CONDITIONS INTERAGENCY GRANT AGREEMENT FEDERAL FUNDS 5. AUDIT If the Grantee is a subrecipient and expends$750,000 or more in federal awards from any and/or all sources in any fiscal year, the Grantee shall procure and pay for a single audit or a program-specific audit for that fiscal year. Upon completion of each audit,the Grantee shall: A. Submit to COMMERCE the reporting package specified in OMB Super Circular 2 CFR 200.501, reports required by the program-specific audit guide (if applicable), and a copy of any management letters issued by the auditor. B. Submit to COMMERCE follow-up and developed corrective action plans for all audit findings. If the Grantee is a subrecipient and expends less than $750,000 in federal awards from any and/or all sources in any fiscal year, the Grantee shall notify COMMERCE they did not meet the single audit requirement. The Grantee shall send all single audit documentation to auditreview(cD-commerce.wa.gov. 6. BILLING PROCEDURES AND PAYMENT COMMERCE will pay Grantee upon acceptance of services provided and receipt of properly completed invoices,which shall be submitted to the Representative for COMMERCE Representative on a Washington State Invoice Voucher form not more often than monthly. 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 identified on the Face Sheet of this Grant. If expenses are invoiced, provide a detailed breakdown of each type. 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 Grantee. COMMERCE may, in its sole discretion,terminate the Grant or withhold payments claimed by the Grantee for services rendered if the Grantee fails to satisfactorily comply with any term or condition of this Grant, including completion of the Environmental Review and the release of funds (if applicable). No payments in advance or in anticipation of services or supplies to be provided under this Grant shall be made by COMMERCE. COMMERCE shall not release the final five (5) percent of the total grant amount until acceptance by COMMERCE of project completion. Duplication of Billed Costs The Grantee shall not bill COMMERCE for services performed under this Agreement, and COMMERCE shall not pay the Grantee, if the Grantee is entitled to payment or has been or will be paid by any other source, including grants,for that service. Disallowed Costs The Grantee is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subcontractors/subrecipient. 7. CLOSEOUT COMMERCE will advise the Grantee to initiate closeout procedures when there are no impediments to closing and the following criteria have been met or soon will be met: A. All costs have been incurred with the exception of closeout costs and any unsettled third-party claims against the Grantee. Costs are incurred when goods and services are received or contract work is performed. B. The Grantee has held a public hearing to review program performance. C. The Grantee has submitted the Contract Closeout Report. Failure to submit a report will not preclude COMMERCE from effecting closeout if it is deemed to be in the state's interest.Any excess grant State of Washington Interagency Grant Agreement Version 072019 Department of Commerce Page 2 SPECIAL TERMS AND CONDITIONS INTERAGENCY GRANT AGREEMENT FEDERALFUNDS amount in the Grantee's possession shall be returned in the event of failure to finish or update the report. D. Other responsibilities of the Grantee under this Grant and applicable laws and regulations appear to have been carried out satisfactorily or there is no further state interest in keeping this Grant open for the purpose of securing performance. 8. COMPENSATION COMMERC--E shalFpay an=amount=not to exceed the a modnfidentified-on the=Faee Sheet 6Ftfiis G-rant fog=- _the performance of all things necessary for or incidental to the performance of work as set forth in Attachment A, Scope of Work and Budget incorporated herein, and by reference the Grantee's application for funding. Grantee shall receive reimbursement for travel and other expenses as authorized in advance by COMMERCE as reimbursable. Grantee shall receive compensation for travel expenses at current state travel reimbursement rates 9. DEBARMENT A. Grantee, defined as the primary participant and it principals, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief that they: i. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. ii. Have not within a three-year period preceding this Grant, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; iii. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of federal Executive Order 12549; and iv. Have not within a three-year period preceding the signing of this Grant had one or more public transactions(Federal, State, or local)terminated for-cause of-default. --B. Where the Grantee is unable to certify to any of the statements in this Grant, the Grantee shall attach an explanation to this Grant. C. The Grantee agrees by signing this Grant that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred,suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by COMMERCE. D. The Grantee further agrees by signing this Grant that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction," as follows, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions: LOWER TIER COVERED TRANSACTIONS a. The lower tier Grantee certifies,by signing this Grant that neither it nor its principals is presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any Federal department or agency. b. Where the lower tier Grantee is unable to certify to any of the statements in this Grant, such contractor shall attach an explanation to this Grant. E. The terms covered transaction, debarred,suspended, ineligible, lower tier covered transaction, person, primary covered transaction, principal, and voluntarily excluded, as used in this section, State of Washington Interagency Grant Agreement Version 072019 Department of Commerce Page 3 SPECIAL TERMS AND CONDITIONS INTERAGENCY GRANT AGREEMENT FEDERAL FUNDS have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549.You may contact COMMERCE for assistance in obtaining a copy of these regulations. 10. ENVIRONMENTAL REVIEW General Purpose, Housing Enhancement,and Economic Opportunity Grants Funding in excess of the amount stipulated in Attachment B, Letter to Incur Costs, shall not be released to a Grantee by COMMERCE until the following conditions implementing 24 CFR part 58 are met: A. The Grantee must complete an environmental review of the project and make a finding of environmental impact.A notice of this finding must be published along with a notice of the Grantee's intent to request release of funds for the project unless the project is exempt from the publication requirements as described. The Grantee must allow a seven (7) or fifteen (15) day period for public review and comment following publication of the notices unless exempt under the National Environmental Policy Act(NEPA) and the Washington State Environmental Policy Act(SEPA).When this review and comment period expires, the Grantee may, after considering any comments received, submit a request for release of funds to COMMERCE. Upon receipt of the request, COMMERCE must allow a fifteen (15) day period for public review and comment.When COMMERCE's public review and comment period expires, COMMERCE may, after considering any comments received, formally notify the Grantee in writing of the release of federal funds for the project. B. This special condition is satisfied when the Grantee completes the environmental review and request for release of funds from COMMERCE. The special condition is effectively removed on the date COMMERCE provides the Grantee with written notice of release of funds. Planning-Only Activities and Public Services Activities Funding shall not be released to a Planning-Only Activities or Public Services Activities recipient until the following conditions are met: The Grantee assures that assisted activities are exempt under NEPA(24 CFR 58.34) and categorically exempt under SEPA(RCW 43.21 C.110). The Grantee further assures that the activities do not come under the purview of any other federal, state, and known local environmental laws, statutes, regulations or executive orders. In addition, the Grantee assures it will document, in writing, its determination that each activity or project is exempt and meets the conditions specified for such exemption under(NEPA)24 CFR 58.34(3) (for Planning-Only) or 58.34(4) (for Public Services)and (SEPA)WAC 197-11-800. 11. INDIRECT COSTS The Grantee shall provide their indirect cost rate that has been negotiated between their entity and the federal government. If no such rate exists a de minimis indirect cost rate of 10% of modified total direct costs (MTDC)will be used. 12. GRANT 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 Grant. The Representative for the Grantee and their contact information are identified on the Face Sheet of this Grant. 13. HISTORICAL OR CULTURAL ARTIFACTS, HUMAN REMAINS In the event that historical or cultural artifacts are discovered at the project site during construction or rehabilitation,the Grantee shall immediately stop construction and notify the local historical preservation officer and the state historic preservation officer at the Department of Archaeology and Historic Preservation (DAHP) at(360)586-3065. If human remains are discovered, the Grantee shall stop work, report the presence and location of the remains to the coroner and local law enforcement immediately, and contact DAHP and the concerned tribe's cultural staff or committee. State of Washington Interagency Grant Agreement Version 072019 Department of Commerce Page 4 SPECIAL TERMS AND CONDITIONS INTERAGENCY GRANT AGREEMENT FEDERAL FUNDS 14. INSURANCE All self-insured risk management programs or self-insured/liability pool financial reports must comply with Generally Accepted Accounting Principles (GAAP) and adhere to accounting standards promulgated by: i.Governmental Accounting Standards Board (GASB), ii.Financial Accounting Standards Board (FASB), and iii.The Washington State Auditor's annual instructions for financial reporting. - Grantees participating in joint risk pools shall maintain sufficientdocumentation to support the aggregate claim liability information reported on the balance sheet. The State of Washington, its agents, and employees need not be named as additional insured under a self-insured property/liability pool, if the pool is prohibited from naming third parties as additional insured. Unemployment and Industrial Insurance. The Grantee shall be in full compliance with all state unemployment and industrial insurance laws while performing work under this Contract. Commerce will not be responsible for payment of industrial insurance premiums or for any other claim or benefit for the Grantee, or any subcontractor or employee of the Grantee, which might arise under the industrial insurance laws during performance of this Contract. Protection of Proiect Property, Grantee's Assumption of Risk. The Grantee shall continuously maintain adequate protection of all the project work from damage and shall protect the property from injury or loss arising in connection with this Contract.The entire work of the Grantee shall be at the sole risk of the Grantee. The Grantee may elect to secure fire, extended coverage, and vandalism insurance or all-risk insurance to cover the project work during the course of construction. The Grantee shall take all necessary precautions for the safety of its employees working on the project, and shall comply with all applicable provisions of federal, state, and local safety laws and building codes to prevent accidents or injuries to persons, on, about, or adjacent to the premises where the work is being performed. 15. LAWS The Grantee shall comply with all applicable laws, ordinances, codes, regulations, and policies of local, state, and federal governments, as now or hereafter amended, including, • Housing and Community Development Act of 1974. • CDBG regulations in 24 CFR Part 570. • 2 CFR 200. 16. PERFORMANCE REPORTING The Grantee, at such times and in such forms as COMMERCE may require, shall furnish periodic progress and performance reports pertaining to the activities undertaken pursuant to this Contract. These reports may include environmental review records, publication affidavits, procurement and contracting records, documentation of compliance with federal civil rights requirements,job creation records, program income reports, reports of the costs and obligations incurred in connection therewith, the final closeout report, and any other matters covered by this Grant. Activities funded by this Grant providing income- qualified direct assistance or direct services under the limited clientele, housing, or job creation CDBG National Objectives, must submit quarterly beneficiary reports as furnished by COMMERCE. Failure to submit these reports may result in COMMERCE withholding payment or terminating this Contract. 17. PROGRAM INCOME Program income, as defined in 24 CFR 570.489(e), retains federal identity and will be used before drawing additional CDBG funds to complete activities included in the Scope of Work and Budget.The Grantee must maintain records of program income received and expended, and annually report program income received after closeout of this Grant. Program Income shall be used to continue the same activities to benefit low-and moderate-income persons or,with COMMERCE approval, for other activities to benefit low-and moderate-income persons. Interest earned in excess of$100 on CDBG funds received to reimburse incurred costs must be remitted to COMMERCE for return to the U.S. Treasury. State of Washington Interagency Grant Agreement Version 072019 Department of Commerce Page 5 SPECIAL TERMS AND CONDITIONS INTERAGENCY GRANT AGREEMENT FEDERAL FUNDS 18. SUBCONTRACTOR DATA COLLECTION Grantee 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 Agreement performed by subcontractors and the portion of 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. 19. SUBCONTRACTS FOR ENGINEERING SERVICES Engineering firms must certify that they are authorized to do business in the state of Washington and are in full compliance with the requirements of the Board of Professional Registration. The Grantee shall require that engineering-services providers be covered by errors and omissions insurance. The engineering firm shall maintain minimum limits of no less than $1,000,000 per occurrence to cover all activities by the engineering firm and licensed staff employed or under contract to the engineering firm. The state of Washington, its agents, officers, and employees need not be named as additional insureds under this policy. 20. ORDER OF PRECEDENCE In the event of an inconsistency in this Grant, the inconsistency shall be resolved by giving precedence in the following order: • Applicable federal and state of Washington statutes and regulations • Special Terms and Conditions • General Terms and Conditions • Attachment A—Scope of Work and Budget • Attachment B—Letter to Incur Cost, if applicable • Grantee's application for funding and the Community Development Block Grant policies and procedures, prepared by Commerce as incorporated by reference on the Face Sheet State of Washington Interagency Grant Agreement Version 072019 Department of Commerce Page 6 GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS 1. DEFINITIONS As used throughout this Grant, 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 Department of Commerce. = C Grant=or=Agreernentn means-the entire-writtenagreerrrent=between-COMMERCE amd thee- — - — Grantee, 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. "Grantee"shall mean the entity identified on the face sheet performing service(s) under this Grant, and shall include all employees and agents of the Grantee. E. "Personal Information" shall mean information identifiable to any person, including, but not limited to, information that relates to a person's name, health,finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers. F. "State"shall mean the state of Washington. G. "Subgrantee/Subcontract" shall mean one not in the employment of the Grant, who is performing all or part of those services under this Grant under a separate Grant with the Contractor.The terms "subgrantee"and"subcontractors" mean subcontractor(s) in any tier. 2. ALL WRITINGS CONTAINED HEREIN This Grant contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Grant shall be deemed to exist or to bind any of the parties hereto. 3. AMENDMENTS This Grant 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 Grant, work thereunder, nor any claim arising under this Grant, shall be transferred or assigned by the Grantee 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 Grantee by COMMERCE that is designated as "confidential" by COMMERCE; ii. All material produced by the Grantee that is designated as"confidential"by COMMERCE; and iii. All personal information in the possession of the Grantee that may not be disclosed under state or federal law. B. The Grantee shall comply with all state and federal laws related to the use, sharing,transfer, sale, or disclosure of Confidential Information. The Grantee shall use Confidential Information solely for the purposes of this Grant 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 Grantee 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 Grantee shall provide COMMERCE with its policies and procedures on confidentiality. COMMERCE may require changes to such policies and procedures as they apply to this Grant whenever COMMERCE reasonably determines that changes are necessary to prevent unauthorized disclosures. The State of Washington Interagency Grant Agreement Version 072019 Department of Commerce Page 7 GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS Grantee shall make the changes within the time period specified by COMMERCE. Upon request, the Grantee shall immediately return to COMMERCE any Confidential Information that COMMERCE reasonably determines has not been adequately protected by the Grantee against unauthorized disclosure. C. Unauthorized Use or Disclosure.The Grantee 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 Grant 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 Grantee 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 Grant, but that incorporate pre-existing materials not produced under the Grant, the Grantee 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 Grantee warrants and represents that the Grantee has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to COMMERCE. The Grantee shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials furnished under this Grantee,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 Grant.The Grantee shall provide COMMERCE with prompt written notice of each notice or claim of infringement received by the Grantee with respect to any Materials delivered under this Grant. COMMERCE shall have the right to modify or remove any restrictive markings placed upon the Materials by the Grantee. 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 Grant shall be construed and interpreted in accordance with the laws of the state of Washington, and any applicable federal laws,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 Grantee shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Grant. State of Washington Interagency Grant Agreement Version 072019 Department of Commerce Page 8 GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS 11. RECAPTURE In the event that the Grantee fails to perform this Grant in accordance with state laws, federal laws, and/or the provisions of this Grant, 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 Grantee of funds under this recapture provision shall occur within the time period -- s -ecifled-I C'OMNIERC-E In=the�lternatFV6 C-OMMERCI=ma reca Lures Ffunds-from a ments p y __ - y--- p p Y — due under this Grantee. 12. RECORDS MAINTENANCE The Grantee shall maintain books, records, documents, data and other evidence relating to this Grant 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 Grantee. The Grantee shall retain such records for a period of six (6) years following the date of final payment. At no additional cost, these records, including materials generated under the Grant, 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 Grant and prior to normal completion, COMMERCE may suspend or terminate the Grant under the "Termination for Convenience" clause, without the ten calendar day notice requirement. In lieu of termination, the Grant may be amended to reflect the new funding limitations and conditions. 14. SEVERABILITY The provisions of this Grant 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 Grant. 16. SUBGRANTING/SUBCONTRACTING The Grantee may only subcontract work contemplated under this Grant if it obtains the prior written approval of COMMERCE. If COMMERCE approves subcontracting, the Grantee 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 Grantee to amend its subcontracting procedures as they relate to this Grant; (b) prohibit the Grantee from subcontracting with a particular person or entity; or (c) require the Grantee to rescind or amend a subcontract. Every subcontract shall bind the Subgrantee to follow all applicable terms of this Grant.The Grantee is responsible to COMMERCE if the Subgrantee fails to comply with any applicable term or condition of this Grant. The Grantee shall appropriately monitor the activities of the Subgrantee to assure fiscal conditions of this grant. In no event shall the existence of a subcontract operate to release or reduce the liability of the Grantee to COMMERCE for any breach in the performance of the Grantee'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 Subgrantee's performance of the subcontract. State of Washington Interagency Grant Agreement Version 072019 Department of Commerce Page 9 GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERALFUNDS 16. SURVIVAL The terms, conditions, and warranties contained in this Gran that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Grantee shall so survive. 17. TERMINATION FOR CAUSE In the event COMMERCE determines the Grantee has failed to comply with the conditions of this Grant in a timely manner, COMMERCE has the right to suspend or terminate this contract. Before suspending or terminating the Grant, COMMERCE shall notify the Grantee in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days, the Grant may be terminated or suspended. In the event of termination or suspension,the Grantee shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original Grant and the replacement or cover Grant 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 Grant, withhold further payments, or prohibit the Grantee from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the GRANTEE or a decision by COMMERCE to terminate the grant.A termination shall be deemed a"Termination for Convenience" if it is determined that the Grantee: (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 Grant 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 Grant, COMMERCE may, by ten(10)business days written notice, beginning on the second day after the mailing, terminate this Grant, in whole or in part. If this Grant is so terminated, COMMERCE shall be liable only for payment required under the terms of this Grant for services rendered or goods delivered prior to the effective date of termination. 19. TERMINATION PROCEDURES Upon termination of this Grant, COMMERCE, in addition to any other rights provided in this contract, may require the Grantee to deliver to COMMERCE any property specifically produced or acquired for the performance of such part of this Grant as has been terminated.The provisions of the"Treatment of Assets"clause shall apply in such property transfer. COMMERCE shall pay to the Grantee the agreed upon price, if separately stated, for completed work and services accepted by COMMERCE,and the amount agreed upon by the Grantee 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 Grantee 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 Grantee shall: A. Stop work under the Grant on the date, and to the extent specified, in the notice; B. Place no further orders or subgrants/subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Grant that is not terminated; State of Washington Interagency Grant Agreement Version 072019 Department of Commerce Page 10 GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS 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 Grantee under the orders and subgrants/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 subgrants/subcontracts; D. Settle all outstanding liabilities and all claims arising out of such termination of orders and _ _—.---- sub-contracts,.with the-appr-.oval or-ratifica_tion-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 Grant 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 Grant, which is in the possession of the Grantee and in which the Authorized Representative 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 Grantee,for the cost of which the Grantee is entitled to be reimbursed as a direct item of cost under this Grant, shall pass to and vest in COMMERCE upon delivery of such property by the Grantee.Title to other property,the cost of which is reimbursable to the Grantee under this Grant, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the performance of this Grant, or (ii) commencement of use of such property in the performance of this Grant, 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 Grantee shall, unless otherwise provided herein or approved by COMMERCE, be used only for the performance of this contract. B. The Grantee shall be responsible for any loss or damage to property of COMMERCE that results from the negligence of the Grantee or which results from the failure on the part of the Grantee to mai—ntain and administer that property in accordance with sound management practices. C. If any COMMERCE property is lost, destroyed or damaged, the Grantee shall immediately notify COMMERCE and shall take all reasonable steps to protect the property from further damage. D. The Grantee shall surrender to COMMERCE all property of COMMERCE prior to settlement upon completion, termination or cancellation of this contract All reference to the Grantee under this clause shall also include Grantee's employees, agents or S ubgrantees/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 Grant unless stated to be such in writing and signed by Authorized Representative of COMMERCE. State of Washington Interagency Grant Agreement Version 072019 Department of Commerce Page 11 ATTACHMENT A—SCOPE OF WORK AND BUDGET Grantee: Mason County Contract No. 20-62210-010 Section-k° Project.=D.escri`ptionI D:el.ive.rable Mason County will make$98,725 in CDBG Public Services Grant funds available to the grant subrecipient community action program, Community Action Council of Lewis, Mason and Thurston Counties. These funds will result in new and increased CDBG eligible public services. The county will receive up to $3,500 for eligible general administration costs. Total project costs are estimated at$102,225. The services will assist approximately 7,700 persons and be targeted to limited clientele with low and moderate incomes (LMI) based on HUD LMI criteria for the Mason and Lewis counties service areas. This grant will exclusively benefit residents of non-entitlement areas for eligible costs incurred between July 1, 2020 and June 30, 2021. Section B': -Proje.ct Activities,Milestones-:and,Budget CDBG Bud et Project Activities g � Performance Budget Code Amount *Must complete each bulleted project activity to meet the corresponding milestone. Milestones 21A General $3,500 ■ Execute grant contract with Commerce. Admin. ■ Verify the subrecipient does not have an active exclusion record in the federal award system (SAM.gov), include documentation in the CDBG file, and submit a copy to Commerce. Before first ■ Establish a subrecipient agreement that includes the project budget and the quarterly beneficiary payment request reporting requirement. Submit a signed copy to Commerce. ■ Establish administrative, financial, reporting, and record keeping systems. Payment requests: ■ Review community action program reimbursement requests against the project costs, project budget, and contract start date. Not more than ■ Document the county's CDBG general administration costs. monthly or less ■ Once costs are approved, prepare and submit payment request Commerce. than quarterly. ■ Document receipt of grant funds and reimbursement of eligible costs. By April 30, ■ Submit CDBG Beneficiary Reports within 30 days of end of each calendar quarter. July 31, Oct 31, Jan 31 ■ Complete applicable civil rights requirements. ■ Conduct an on-site monitoring of the subrecipient to verify the grant is used according to CDBG Before final requirements and all costs reimbursed are allowable. payment request ■ Resolve all monitoring issues. Before ■ Grant activities are accomplished. requesting final ■ Conduct a final public hearing to review project performance. 5% of CDBG ■ Submit a grantee closeout performance report. award ■ List the grantee's CDBG expenditures in the annual Schedule of Expenditures of Federal Awards and arrange an audit with the State Auditor's Office to meet the Uniform Guidance 2 CFR Part 200). Before audit r ATTACHMENT C nr ATTACHMENT A—SCOPE OF WORK AND BUDGET Grantee: Mason County Contract No. 20-62210-010 Section B: Project°Activiti'es, Milestones.:and Budget�(contin,ued) CDBG Budget Project Activities Performance Budget Code Amount *Must complete each bulleted project activity to meet the corresponding milestone. Milestones 05 Public $98,725 ■ Deliver the direct services identified in the CDBG application through the local community;action Services program. Approximately ■ Allocate and manage public services funds as established in the approved subrecipient agreement 4,172 LMI persons and budget. k receive direct • Meet the CDBG national objective of principally benefiting low-and moderate-income per Igns. services by ■ Accomplish HUD's outcome of increasing the availability and accessibility of services to achieve 6/30/2021 HUD's objective of creating suitable living environments. TOTAL: $102,225 IG i I i !I it j P ib I' MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Ginger Kenyon Action Agenda _X_ Public Hearing Other DEPARTMENT: Support Services EXT: 380 DATE: August 25, 2020 Agenda Item # g,C� (Commissioner staff to complete) BRIEFING DATE: BRIEFING PRESENTED BY: [X] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency ITEM: Approval of Warrants &Treasure Electronic Remittances Claims Clearing Fund Warrant #8073879-8074193 $ 1,629,516.44 Direct Deposit Fund Warrant #70329-70724 $ 750,132.43 Salary Clearing Fund Warrant #7005337-7005372 $ 1,025,181.58 Treasurer Electronic Remittances July 2020 $ 195,052.73 Macecom 7/7/2020 $ 116,799.92 Mental Health 7/10/2020 $ 3,440.31 Dispute Resolution Center 7/10/2020 $ 900.00 North Bay/Case Inlet BOND FUND-PRINC 7/1/2020 to North Bay/Case Inlet LTGO ref Bd'17 $ 73,912.50 Refund Interest Earned 7/31/2020 $ 74.61 Background: The Board approved Resolution No. 80-00 Payment of Claims Against County: Procedure Authorizing Warrant Issue and Release Prior to Board Claim Approval. Mason County Code 3.32.060(a) requires that the board enter into the minutes of the County Commissioners the approval of claims listing warrant numbers. Claims Clearing YTD Total $ 17,191,235.40 Direct Deposit YTD Total $ 10,990,973.60 Salary Clearing YTD Total $ . 11,767,221.14 Approval of Treasure Electronic Remittances YTD Total $ 5,464,339.16 RECOMMENDED ACTION: Approval to: Move to approve the following warrants Claims Clearing Fund Warrant #8073879-8074193 $ 1,629,516.44 Direct Deposit Fund Warrant # $ Salary Clearing Fund Warrant # $ Treasurer Electronic Remittances $ 195,052.73 Attachment(s): Originals on file with Auditor/Financial Services (Copies on file with Clerk of the Board) N socO�y Office of the Treasurer 411 N. 5th, Bldg. E P.O. Box 429 s e Q Shelton, Washington 98584-0429 (360)427-9670, ext. 475 - Fax (360)427-7267 Belfair (360) 275-4467 - Elma (360)482-5269 Elisabeth (Lisa) Frazier, Treasurer Payment approval of Macecom: FUND Account# Remittance RI:CEIPT #_ Macecom 00.1.000000.300.300 $ 116,799.92 M-66339 Payment approval of Mental Health: FUND Account# Remittance '=3kbft?1 MENTAL HEALTH 164.000000.000.000 $ 3,440.31 . M66442 $ - M- FUND Account# Remittance f=RECEIPT_.# DISPUTE RESOLUTION CENTER 001.000000.100.000 $ 900.00 M-66438 $ FUND Account# Remiittance RECEIPT # North Bay/Case Inlet BOND FUND-PRINC 403.000000.100.020 $ - M- North Bay/Case Inlet LTGO Ref Bd '17 403.000000.100.020 $ 73,912.50 M-65411 REFUND INTEREST EARNED . 4� I FUND Account# Remiittance RECEIPT # CURRENT EXPENSE 001.000000.260.000 $ 38.39 Multiple Rec ROAD DIV-CURRENT EXPENSE 001.000000.260.010 $6.78 Multiple Rec Veterans Assistance 190.000000.000.000 $ 0.51 Multiple Rec COUNTY ROAD 105.000000.000.000 $28.12 Multiple Rec MENTAL HEALTH 164.000000.000.000 1 $0.81 Multiple Rec Respectfully yours:Julie Ri ert,Chief Deputy Treasurer 7/31/2020 MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Frank Pinter/Diane Zoren Action Agenda Public Hearing X Other DEPARTMENT: Support Services EXT: _530 COMMISSION MEETING DATE: August 25, 2020 Agenda Item #10.1 Commissioner staff to complete) BRIEFING DATE: 7/6/20 BRIEFING PRESENTED BY: Frank Pinter [] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency: ITEM: Hearing to sell Parcel No. 32021-59-03008, 410 E Hillcrest Drive, Shelton in the amount of$8,000. Offer withdrawn so no action to be taken. BACKGROUND: This parcel is considered tax title and was deeded to Mason County in 2013. An attempt to sell was made at the 2019 Tax Title auction with no interested bidders. Per RCW 36.35.150(1)(d.) all three parcels can be sold by direct negotiation within twelve months of the attempted auction. The offer was for $8,000 from Leonidas Cristo and Taylor Silveira has been withdrawn based on the feasibility study of the property. RECOMMENDED ACTION: Close the public hearing for Parcel No. 32021-59-03008, 410 E Hillcrest Drive, Shelton with no action taken. The offer to purchase has been withdrawn. ATTACHMENT(S): Feasibility Contingency Notice I:\Property Mng\Property Offers&Negotiations\32021-59-03008-Hillcrest Drive\Agenda Summary for hearing to sell property Aug 25 2020.doc Authentisign to:7EBC5B34-05D4-4DA7.9564-6544C27BC3B1 Form 90P ©Copyright2014 FeasibilityContingency Notice g y Northwest Multiple Listing Service Rev.5/14 �.,,�, ALL RIGHTS RESERVED Page 1 of 1 l.'u., _._F.!!!*!!+l _- FEASIBILITY CONTINGENCY NOTICE (NOTICE OF DISAPPROVAL/APPROVAL) The following is part of the Purchase and Sale Agreement dated June 26,2020 1 between Leonidas Cristo Taylor Silveira ("Buyer") 2 Buyer Buyer and Mason County ("Seller") 3 Seller Seller concerning 410 E 13illerest Drive Shelton WA 98584 (the'Property"). 4 Address city State Zip if Notice of Termination (Feasibility Contingency Disapproval). Buyer disapproves the results of a feasibility 5 study of the Property, elects to terminate the Agreement, and demands the return of the Earnest Money. 6 FAuthenfim.r ALAenfiarr- OB/01/2020 .L'eatudaca &iota 08/01/2020 Fg,,,,p,,,, S[�[tE[�a 7 YM0203:06AB PM PDT Date &3W3:06:17 PM PDT Date ❑ Notice of Satisfaction (Feasibility Contingency Approval). Buyer approves the results of a feasibility study of 8 the Property and elects to proceed with the transaction on the terms in the Agreement. 9 10 Buyer Date Buyer Date MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Kelly Bergh for Frank Pinter Action Agenda _ Public Hearing _x Other DEPARTMENT: Support Services EXT: 644 DATE: 8/25/2020 Agenda Item #,D,, Commissioner staff to complete) BRIEFING DATE: 8/24/2020 BRIEFING PRESENTED BY: Frank Pinter [ ] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency Item: CARES Act Community Development Block Grant (CDBG) CV-1 — Coronavirus Funds Public Hearing Background: The federal Coronavirus Aid, Relief, and Economic Security Act (CARES Act) has allocated supplemental CDBG Coronavirus (CDBG-CV) funds through the US Department of Housing and Urban Development (HUD) to the state CDBG program at Commerce. The CDBG-CV funding will be provided to Commerce in up to three separate funding rounds. The first $7.7 million CDBG-CV1 allocation is granted to CDBG nonentitlement city and county governments (cities with less than 50,000 population and not part of a CDBG entitlement urban county CDBG program; and counties with less than 200,000 in population excluding entitlement cities). CDBG-CV1 grants fund local public services and microenterprise assistance programs; and public health, emergency response, or temporary housing facilities that address COVID-19 impacts, and grant administration. CDBG funded activities must benefit low- and moderate- income persons or meet the CDBG urgent need national objective criteria. Recommended Action: Authorize Frank Pinter, Support Services Director, to apply to the Department of Commerce via the Zoom Grant application process for the CARES Act CDBG CV-1 Coronavirus grant and request chair signature on subrecipient agreement. Attachment(s)• CDBG-CV1 Eligible Activities Guide CARES Act Community Development Block Grant (CDBG-CV) Overview J.I Grants I CDBG- Coronavirus Funds(CDBG-CV)I CDBG CV-118.25.2020 Public Hearing-CDBG CV- 1.doc V i Washington State artment of V�►' C®rxmerce CARES Act CDBG-CV1 Grants Eligible Activities Guide ELIGIBLE ACTIVITIES CDBG eligible activities are in the Housing and Community Development Act of 1974, Section 105 (the Act). CDBG-CV1 eligible activities include microenterprise assistance; public services; and public health, emergency response, or temporary housing facilities that address COVID-19 impacts. These CDBG- CV1 eligible activities are defined.in the following pages. A full list of CDBG eligible and ineligible activities is available on the CDBG website here. Following are definitions, HUD activity codes and further guidance on CDBG-CV1 eligible activities. MICROENTERPRISE ASSISTANCE HUD. HUD defines a microenterprise as a commercial enterprise having five or less EC;ODE'; employees, including the owner(s).To be eligible for CDBG-CV funding, the business must have a physical location and be able to document loss of revenue due to COVID-19 18C impacts. Or the funding can expand a microenterprise that provides COVID-19 response services such as medical,food delivery, cleaning and other services to support home health and quarantine. CDBG funds can support a local microenterprises assistance program by funding: 1. Provisions of credit(including grants)for the establishment,stabilization, and expansion of microenterprises. Initial amounts generally not to exceed $25,000. Grant money may be used only for the operating expenses of the awarded business.The operating expenses are defined as the day-to-day trading operations of the business such as covering payroll and rent. 2. General and technical assistance, advice and business support services to owners of microenterprises and persons developing microenterprises. 3. Operation of the fund including staffing for pre-and post-loan technical assistance, loan servicing activities and loan collection activities. The county either directly administers a local microenterprise assistance program or, in most cases, passes the funds to a local or regional economic/community development organization. This organization uses the funds to provide technical assistance, package loans/grants, and manage loan portfolio payments for qualifying microenterprises. The CDBG-funded technical and financial assistance must be structured to benefit only LMI households; or in limited circumstances when an emergency has been declared, assistance may qualify as meeting an urgent need. The CDBG COVID-19 Microenterprise Assistance Guide with template forms for developing and implementing a CDBG-funded microenterprise assistance program is available on Commerce's CDBG- CV website and here. CARES Act CDBG-CV1 Grants—Eligible Activities Guide www.commerce.wa.gov/cdbs 1 July 07,2020 4 a PUBLIC SERVICES DEFINITIONS AND CODES CDBG can fund a wide range of public services that meet a CDBG national objective. Below is an excerpt from HUD's database manual providing definitions and codes for CDBG eligible public services. Services that most likely respond to COVID-19 impacts are highlighted. Subsistence Payments are short-term (no more than three month) emergency payments for utilities, rent or mortgage. The CDBG COVID-19 Subsistence Payment Guide with template forms for developing and implementing a CDBG-funded utility, rent and/or mortgage emergency assistance program is available on Commerce's CDBG-CV website and here. -CDBG funde'd-publicservices-may cover`labor,supplies;-materials,-and`other costs-directly tied to service delivery). Planning and community organization activities, not directly linked to the delivery of an eligible public service to a client, are not eligible. CDBG cannot fund general outreach activities or partnership building activities, unless you can count and report on the clients receiving a direct service from those activities. HU.D. Type.of�Seruices and=Definition CODE 05A Senior Services Services for the elderly. 05A may be used for an activity that serves both the elderly and persons with disabilities provided it is intended primarily to serve elderly. If the activity is intended primarily to serve persons with disabilities, use 05B instead. 05B Services for Persons with Disabilities Services for the persons with disabilities, regardless of age. If the activity is intended primarily for elderly persons, use 05A instead. 05C Legal Services Services providing legal aid to low-and moderate-income (LMI) persons.. If the legal service is only for the settlement of tenant/landlord disputes, use 05K. 05D Youth Services Services for young people age 13 to 19 that include,for example, recreational services Iimited to teenagers and teen counseling programs:Also use 05D for counseling programs that target teens but include counseling for the family as well. For services for children age 12 and under, use 05L;for services for abused and neglected children, use 05N. 05E Transportation Services General transportation services. Transportation services for a specific client group should use the matrix code for that client group. For example, use 05A for transportation services for the elderly. 05F Substance Abuse Services Substance abuse recovery programs and substance abuse prevention/education activities. 05G Services for victims of domestic violence, dating violence, sexual assault or stalking Services for victims of domestic violence, dating violence, sexual assault or stalking. For services limited to abused and neglected children, use 05N. CARES Act CDBG-CV1 Grants—Eligible Activities Guide www.commerce.wa.gov/cdbg 2 July 07,2020 HUp Type of Servipps anti'Defgmtion, 05H Employment Training Assistance to increase self-sufficiency, including literacy, independent living skills, resume writing,job coaching, "how to get and keep a job"training, or training students in a particular field on skill when there is no tie to a specific position or business. 051 Crime Awareness/Prevention Promotion of crime awareness and prevention, including crime prevention education programs and paying for security guards. 05J Fair Housing Activities (subject to Public Services subiecipient) Fair housing_ services (3.g., counseling on housing discrimination)that meet a national objective. 05K Tenant/Landlord Counseling Counseling to help prevent or settle disputes between tenants and landlords. 05L Child Care Services Services that will benefit children (generally< age 13), including parenting skills classes. 05M Health Services Services addressing the physical health needs of residents of the community. For mental health services, use 050. 05N Services for Abused and Neglected Children Daycare and other services exclusively for abused and neglected children. 050 Mental Health Services Services addressing the mental health needs of residents of the community. 05P Screening for Lead Poisoning Activities undertaken primarily to provide screening for lead poisoning. 05Q Subsistence Payments One-time or short-term (no more than three month)emergency payments on behalf of individuals or families, generally for the purpose of preventing homelessness. Examples include utility payments to prevent cutoff of service and rent/mortgage payments to prevent eviction. Further guidance from the list of.CDBG Eligible and Ineligible Activities: Direct payments to individuals for their food, clothing, utilities or other income payments are not eligible. Income payments or emergency vouchers paid to a third party for no more than three consecutive months may be eligible. 05R Homebuyer Downpayment Assistance -Excluding Housing Counseling If needed, see the full definition in HUD's list of CDBG Eligible Activity Codes. 05S Rental Housing Subsidies Tenant subsidies exclusively for rental payments for more than three months. Activities providing this form of assistance must be carried out by CBDOs or 105(a)(15) entities. 05T Security Deposits Tenant subsidies exclusively for payment of security deposits. CARES Act CDBG-CV1 Grants—Eligible Activities Guide www.commerce.wa.gov/cdbg 3 July 07,2020 • J HUD ` Type of`Services and!Definition CODE - - 051.1 Housing Counseling only Housing counseling for renters, homeowners, and/or potential new homebuyers that is provided as an independent public service (i.e., not as part of another eligible housing activity). 05Ua Energy Conservation Counseling Energy conversation counseling and testing for renters, homeowners, and/or - potential --new- ome"uyers-tiat"is`povided-as=anind n-dentpublic service(i_.e:, not as partof "another eligible housing activity). 05V Neighborhood Cleanups One-time or short-term efforts to remove trash and debris from neighborhoods. Examples of legitimate uses of this code include neighborhood cleanup campaigns and graffiti removal. 05W Food Banks Costs associated with the operation of food banks, community kitchens, and food pantries, such as staff costs, supplies, utilities, maintenance, and insurance. 05X Housing Information and Referral Services An activity that provides housing information, education, and referral services,.or general budget/financial counseling that does not meet the 24 CFR 5.100 definition of Housing Counseling. 05Y Housing Counseling -Supporting Homebuyer Downpayment Assistance (05R) Housing Counseling that is provided to in conjunction with homebuyer downpayment assistance (05R)as a public service. 05Z Other Public Services Examples are client referrals to social services, neighborhood cleanup, graffiti removal, and food distribution (community kitchen,food bank, and food pantry services). Here is guidance on specific types of services that are eligible under only limited conditions: • Resource Referral - If CDBG is to fund a staff person (such as a receptionist)who refers clients to both COVID-19 and non COVID-19 response services, then CDBG-CV can cover the referral service costs only in the proportion of total persons receiving COVID-19 response services, as well as meet the LMI National Objective. Contact CDBG if seeking to fund resource referral services. • Outreach costs-Outreach is not an eligible CDBG public service in of itself. Outreach to inform clients of a specific program can be an allowable expense, but only as part of that program's service delivery costs. Specific partnership building costs necessary to provide a direct client service could be an allowable expense as part of that program's service delivery costs and that Program Name and service description would be listed in the table. • Housing Related Services—Many housing related activities are not eligible as a CDBG public service because they are eligible instead for a housing rehabilitation,facility or homeownership assistance type of CDBG grant. Make sure your service description of any housing related services clearly shows how the service meets the definition of an eligible CDBG public service. Please note: While the CARES Act Coronavirus Relief Fund (CRF)can fund similar local government activities that may be considered a public related service, the CRF differs from the CARES Act CDBG- CV funding requirements. A comparison of eligible activities is available on Commerce's CDBG=CV website. CARES Act CDBG-CV1 Grants—Eligible Activities Guide www.commerce.wa.gov/cdbg 4 July 07,2020 PUBLIC (OR NON-PROFIT) FACILITIES DEFINITIONS AND CODES CDBG can fund a wide range of public facilities. CD13G-CV1 funds are available for public health, emergency response, or temporary housing facilities that address.COVID-19 impacts. The primary HUD codes for facilities most likely to be targeted in response to COVID-19 impacts are listed below. For the full list of 03 public facility codes, here is a link to HUD's list of CDBG Eligible Activity Codes. HUD Type ofIfaciUtles andMefinitia,ns 03C Homeless Facilities (not operating costs) Acquisition, construction, conversion of buildings, or rehabilitation of temporary shelters and transitional housing for the homeless, including victims of domestic violence, dating violence, sexual assault or stalking, disaster victims, runaway children, drug offenders, and parolees. Note: For the construction of permanent housing for the homeless, use code 12;for the rehabilitation of such housing, use the appropriate 14*code;for facilities for abused and neglected children, use 03Q. 03E Neighborhood Facilities Acquisition, construction, or rehabilitation of facilities that are principally designed to serve a neighborhood and that will be used for social services or for multiple purposes (including recreation). Such facilities may include libraries and community centers. 03P Health Facilities Acquisition, construction, or rehabilitation of physical or mental health facilities. Examples of such facilities include neighborhood clinics, hospitals, nursing homes, and convalescent homes. Health facilities for a specific client group should use the matrix code for that client group. For example, use.03Q for the construction or rehabilitation of health facilities for abused and neglected children. 03Z Other Public Improvements Not Listed in 03A-03S This matrix code replaces matrix code 03. Only use this code when an activity does not fall under a more specific 03A—03S matrix code. Check the following before using this matrix code: • Grantees may only have one public facility in an activity. Grantees must setup a separate activity for each public facility. When two or more related facilities are funded by CDBG, the grantee needs to set up a separate activity for each facility or improvement. • 03Z can be used for seawalls, bus shelters, retaining walls, and wind turbines. 03Z can be used for activities that assist persons with disabilities by removing architectural barriers from or providing ADA improvements to government buildings (activities that otherwise would not be eligible for CDBG funding). CARES Act CDBG-CV1 Grants—Eligible Activities Guide www.commerce.wa.gov/cdbg 5 July 07, 2020 al DO o-o- 0 0 ' a 0 0• f LOCW60 . I !WTI - CARES Act Community Development Block Grant (CDBG-CV) overview What are CARES Act CDBG-CV funds? The federal Coronavirus Aid,Relief, and Economic Security Act(CARES Act) has allocated supplemental CDBG Coronavirus(CDBG- Ow CV)funds to the state CDBG program at Commerce. a rl ?, o, AaQ0e o e Who will receive CDBG-CV funds from Commerce? The initial © o ' $7.7M CDBG-CV1 allocation is granted to CDBG o o 0 nonentitlement city and county governments (cities with less than 50,000 population and not part of a CDBG entitlement e a urban county CDBG program;and counties with less than ° WON h 200,000 in population excluding entitlement cities). o o o � o ° The second$23M CDBG-CV2 allocation is granted to eligible, ril° m o a o CDBG entitlement and nonentitlement city and county governments based on COVID-19 factors prioritized by HUD, Woo°61.° the state and local governments. D D• o0 What can CDBG-CV fund? CDBG-CV1 grants fund CDBG public services and local microenterprise assistance programs;and public health,emergency response,or temporary housing facilities that address COVID-19 impacts, and grant administration.All CDBG funded activities must Agency contact benefit low-and moderate-income(LMI) persons or meet the CDBG urgent need national objective criteria. Kaaren Roe CDBG SECTION MANAGER How do eligible cities and counties apply for CDBG-CV funds? They submit an application describing proposed uses Local Government Division of funds and how federal requirements are met.The CDBG- kaaren.roe@commerce.wa.gov CV1 ZoomGrants online application and guidance materials will be available at www.commerce.wa.gov/CDBG after the Phone:360.725.3018 state submits its CARES Act Action Plan'Amendment for HUD approval. CDBG-CV2 planning is just beginning. www.commerce.wa.gov/CDBG What is the maximum grant amount? Grant amounts are in the applicable CDBG-CV Fund Distribution list. In addition, CDBG-CV1 incentive funds are available for nonentitlement city/county consortiums in the following grant options table. CARES ACT COMMUNITY DEVELOPMENT BLOCK(CDBG-CV)OVERVIEW 2.2 } D 0 a re ® Do 0 0• ® I] I1i1311166K'6PANT CDBG-CV1 Grant Options Table CDBG- Entity providing assistance CV1 to service area residents, .Grantee Consortium Service Total CDBG CV1 Award Option Grant or managing project Recipient Area Single City grantee or a city subrecipient serving city A City No area Up to$13 per city LMI population* Single County grantee or a B Count county subrecipient serving Count y No county area y population formula amount** 2 or more County or City grantee,or a Combined county population formula counties subrecipient serving the amounts**, C County Yes and cities combined areas or City PLUS$13 per city LMI population*, PLUS$1,000 for each consortium city or county(not including grant recipient) *City amount =$13 per LMI population based on HUD LMI percentage or CDBG approved income survey **County amount=$3M distributed based on population (including nonentitlement cities),with a minimum of $8,000 for counties under 5,000 population How did Commerce determine how much CDBG-CV1 funds each city and county could apply for and the priority activities? The population-based approach distributes funds equitably across the state,supports local/regional services and assistance programs,builds on local grant administration capacity,allows flexibility to respond to state and local priorities,and targets funds towards activities that benefit persons with low-and moderate-incomes impacted by COVID-19. How do people or businesses impacted by COVID-19 access the assistance? CDBG-funded services and programs may be offered directly by the local government CDBG recipient,or they may pass the funds to a subrecipient service provider. So contact your local government,community action program,or associate development organization to learn if CDBG-funded assistance or other resources are available,and the eligibility criteria. When do the funds begin and end? CDBG-CV funds may reimburse allowable costs incurred by the grantee recipient or subrecipient for approved activities related to COVID-19 beginning March 27,2020 (CARES Act authorization date).The funds must be expended in a timely manner to address immediate needs.The grantee recipient's CDBG-CV contract will establish the end date,which could extend to June 30,2022. I I CARES ACT COMMUNITY DEVELOPMENT BLOCK(CDBG-CV)OVERVIEW 2 2.2 NOTICE OF PUBLIC HEARING PUBLIC SERVICE-COMMUNITY DEVELOPMENT BLOCK GRANT NOTICE IS HEREBY GIVEN that the Board of Mason County Commissioners will hold a public hearing via call in conference phone by dialing 253-215-8782 entering Meeting ID 872-2319- 8850 and Passcode 537464 on Tuesday, August 25, 2020 at 9:15 AM. The purpose of the public hearing:is to review community development and housing needs, inform citizens of the availability of funds and eligible uses of the state Community Development Block Grant (CDBG-CV1), and receive comments on proposed activities, particularly from lower income persons residing in the Mason and Lewis County area. Up to $597,614 may be available annually to the Cities and Counties to fund CDBG public services and local microenterprise assistance programs; and public health, emergency response, or temporary housing facilities that address COVID-19 impacts. All CDBG funded activities must benefit low-and moderate-income persons or meet the CDBG urgent need national objective criteria. An overview of the proposed activities will be available for review on Mason County's website— www.co.mason.wa.us on August 17, 2020. Comments may also be submitted in writing to DLZ(-a.co.mason.wa.us or the Mason County Commissioners, 411 N. 5th Street, Shelton, WA 98584. Comments will be accepted until August 24, 2020. Access for the hearing impaired and others can be accommodated using Washington Relay Service at 1-800-833-6384 and at the below website: https://www.dshs.wa.gov/altsa/odhh/telecommunications-relay-services AVISO DE AUDIENCIA PUBLICA BLOQUE SERVICIO PUBLICO-DESARROLLO COMUNITARIO I POR LA PRESENTE SE DA AVISO de que la Junta de Comisionados del Condado de Mason llevara a cabo una audiencia publica a traves de una Ilamada en un telefono de conferencia marcando 253-215-8782 ingresando el ID de reunion 872-2319-8850 y el c6digo de acceso 537464 el martes 25 de agosto de 2020 a las 9:15 A.M. El prop6sito de la audiencia publica es revisar el desarrollo de la comunidad y las necesidades de vivienda, informar a los ciudadanos sobre la disponibilidad de fondos y los usos elegibles de la Subvenci6n en Bloque para el Desarrollo Comunitario del estado (CDBG-CV1)y recibir comentarios sobre las actividades propuestas, particularmente de personas de bajos ingresos. residiendo en el area del condado de Mason y Lewis. Las ciudades y condados pueden disponer anuslmente de hasta$597,614 para financiar los serviclos publicos de CDBG y los programas de asistencia a microempresas locales;e instalaciones de salud publica, respuesta a emergencias o viviendas temporales que aborden los impactos del COVID-19.Todas las actividades financiadas por CDBG deben beneficiar a- personas de ingresos bajos y moderados o cumplir con los criterios de objetivos nacionales de necesidad urgente de CDBG. Una descripci6n general de las actividades propuestas estara dispohible para su revision en el sitio web del condado de Mason=www.co.mason.wa.us el 17 de agosto de 2020.Tambien se pueden enviar comentarios por escrito a DLZ@co.mason.wa.us o al Comisionados del condado de Mason,411 N.5th Street,Shelton,WA 98584.Se aceptaran comentarios hasta el 24 de agosto de 2020. El acceso para personas con problemas de audici6n y otras personas se`puede realizar mediante el Servicio de retransmisi6n de Washington al 17800-833=6384 y en el sitio web a continuaci6n: https://www.dshs.wa.gov/altsa/odhh/telecommunications-relay-services PUBLIC HEARING HANDOUT- page 3 Federal Citizen Participation Requirements For Local Government Applicants to the State CDBG Program Federal Regulations 24 CFR 570.486 (a) (a) Citizen participation requirements of a unit of general local government. Each unit of general local government shall meet the following requirements as required by the state at Sec. 91.115(e) of this title. (1) Provide for and encourage citizen participation, particularly by low and moderate income persons who reside in slum or blighted areas and areas in which CDBG funds are proposed to be used; (2) Ensure that citizens will be given reasonable and timely access to local meetings, information, and records relating to,the unit of local government's proposed and actual use of CDBG funds; (3) Furnish citizens information, including.but not limited to: (i) The amount of CDBG funds expected to be made available for the current fiscal year (including the grant and anticipated program income); (ii) The range of activities that may be undertaken with the CDBG funds; (iii) The estimated amount of the CDBG funds proposed to be used for activities that will meet the national objective of benefit to low and moderate income persons; and (iv) The proposed CDBG activities likely to result in displacement and the unit of general local government's anti-displacement and relocation plans required under Sec. 570.488. (4) Provide technical assistance to groups representative of persons of low and moderate income that request assistance in developing proposals in accordance with the procedures developed by the state. Such assistance need not include providing funds to such groups; (5) Provide for a minimum of two public hearings, each at a different stage of the program, for the purpose of obtaining citizens' views and responding to proposals and questions. Together the hearings must cover community development and housing needs, development of proposed activities and a review of program performance. The public hearings to cover community development and housing needs must be held before submission of an application to the state. There must be reasonable notice of the hearings and they must be held at times and locations convenient to potential or actual beneficiaries, with accommodations for the handicapped. Public hearings shall be conducted in a manner to meet the needs of non-English speaking residents where a significant number of non-English speaking residents can reasonably be expected to participate; (6) Provide citizens with reasonable advance notice of, and opportunity to comment on, proposed activities in an application to the state and, for grants already made, activities which are proposed to be added, deleted or substantially changed from the unit of general local government's application to the state. Substantially changed means changes made in terms of purpose, scope, location or beneficiaries as defined by criteria established by the state. (7) Provide citizens the address, phone number, and times for submitting complaints and grievances, and provide timely written answers to written complaints and grievances, within 15 working days where practicable.