HomeMy WebLinkAboutDept. of Commerce DocuSign Envelope ID: ECOA98E3-831A-4B69-935C-26952D6569DE
. . Washington State
M ►w Commerce
Federal Interagency Agreement with
Mason County Public Health and Human Services
through
The Homelessness Assistance Unit
Contract Number:
24-4619D-115
For
Emergency Housing Fund
Dated: Saturday, July 1 , 2023
DocuSign Envelope ID: ECOA98E3-831A-4B69-935C-26952D6569DE
,191w.Washington State
Depa tment of
Table of Contents
TABLEOF CONTENTS..............................................................................................................................................2
FACESHEET............................................................................................................................................................3
SPECIAL TERMS AND CONDITIONS.........................................................................................................................4
1. AUTHORITY......................................................................................................................................................4
2. ACKNOWLEDGEMENT OF FEDERAL FUNDING.................................................................................................4
3. CONTRACT MANAGEMENT.............................................................................................................................4
4. COMPENSATION..............................................................................................................................................4
5. SUBCONTRACTOR DATA COLLECTION.............................................................................................................4
6. INDIRECT COSTS ..............................................................................................................................................4
7. BILLING PROCEDURES AND PAYMENT.............................................................................................................5
8. AUDIT..............................................................................................................................................................5
9. FRAUD AND OTHER LOSS REPORTING.............................................................................................................6
11. INSURANCE......................................................................................................................................................7
12. SEAT BELT USE POLICIES AND PROGRAMS(APR 2005).............................................................................................7
13. ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING (JUNE 2020)..................8
14. ORDER OF PRECEDENCE..............................................................................................................................................8
GENERALTERMS AND CONDITIONS.......................................................................................................................9
1. DEFINITIONS....................................................................................................................................................9
2. ALL WRITINGS CONTAINED HEREIN...............................................................................................................10
3. AMENDMENTS..............................................................................................................................................10
4. ASSIGNMENT.................................................................................................................................................10
5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION .........................................................................10
6. COPYRIGHT....................................................................................................................................................10
7. DISPUTES.......................................................................................................................................................11
8. GOVERNING LAW AND VENUE ......................................................................................................................11
9. INDEMNIFICATION ........................................................................................................................................11
10. LICENSING,ACCREDITATION AND REGISTRATION.........................................................................................11
11. RECAPTURE....................................................................................................................................................11
12. RECORDS MAINTENANCE..............................................................................................................................11
13. SAVINGS ........................................................................................................................................................12
14. SEVERABILITY.................................................................................................................................................12
15. SUBCONTRACTING ........................................................................................................................................12
16. SURVIVAL.......................................................................................................................................................12
17. TERMINATION FOR CAUSE.............................................................................................................................12
18. TERMINATION FOR CONVENIENCE................................................................................................................13
19. TERMINATION PROCEDURES.........................................................................................................................13
20. TREATMENT OF ASSETS.................................................................................................................................14
21. WAIVER .........................................................................................................................................................14
ATTACHMENT A:SCOPE OF WORK.......................................................................................................................15
ATTACHMENT B: BUDGET....................................................................................................................................16
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DocuSign Envelope ID: ECOA98E3-831A-4B69-935C-26952D6569DE
Washington State
Depa tment of
Ri►�C011mm1 ,
Face Sheet
Contract Number: 24-4619D-115
Housing Division
Homelessness Assistance Unit
Emergency Housing Fund ®Subrecipient
❑Contractor
1. Grantee 2. Grantee Doing Business As (as applicable)
Mason County Public Health and Human Services
415 N. 61h St.
Shelton, WA 98584
3. Grantee Representative 4. COMMERCE Representative
Melissa Casey Henry Bennett 1011 Plum Street SE
Community Health Manager Commerce Specialist II Olympia, WA 98504-2525
(360)427-9670 360-725-5053
mcasey@masoncountywa.gov Henry.bennett@commerce.wa.gov
5. Contract Amount 6. Funding Source 7. Start Date 8. End Date
$884,950.00 Federal: ❑ State: ❑ Other: ❑ N/A: ❑ 7/1/2023 6/30/2024
9. Federal Funds (as applicable) Federal Agency: ALN Indirect Rate
$884,950.00 U.S. Department of Treasury 21.027 10%
10. Tax ID# 11. SWV# 12. UB1 # 13. UEl #
91-6001354 SWV0001893-04 232-002-101 SNAXPBGW4VR4
14. Contract Purpose
The Emergency Housing Fund grant will be used to maintain current levels of homeless subsidies and emergency housing
services.
COMMERCE, defined as the Department of Commerce, and the Contractor, as defined above, acknowledge and accept the
terms of this Contract and Attachments and have executed this Contract on the date below and warrant they are authorized
to bind their respective agencies. The rights and obligations of both parties to this Contract are governed by this Contract
and the following other documents incorporated by reference: Contractor Terms and Conditions including Attachment"A"—
Scope of Work and Attachment"B"—Budget.
FOR CONTRACTOR FOR COMMERCE DS
DocuSigned by:
/)
G02LriGo !d'LftiS02R4 R.R.
bbl _
Sharon Trask, Chair, Board of County Commissioners Corina Grigoras, Assistant Director, Housing Division
��D+��ocuSignedby: 7/18/2023 1 1:35 PM PDT
Date
Signature
7/18/2023 1 10:08 AM PDT APPROVED AS TO FORM ONLY
BY ASSISTANT ATTORNEY GENERAL
Date APPROVAL ON FILE
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DocuSign Envelope ID: ECOA98E3-831A-4B69-935C-26952D6569DE
Washington State
Depa tment of
Ri►�Commerce
Special Terms and Conditions
1. AUTHORITY
COMMERCE and Contractor enter into this Contract pursuant to the authority granted by the Interlocal
Cooperation Act, Chapter 39.34 RCW.
2. ACKNOWLEDGEMENT OF FEDERAL FUNDING
Federal Award Date: 05/14/2021
Federal Award Identification Number(FAIN): SLFRF0002
Total amount of the federal award: $55,500,000
Awarding official: U.S. Department of Treasury
Recipient understands and agrees that the funds disbursed under this award may only be
used for the purposes set forth in American Rescue Plan Act of 2021, Coronavirus State
Fiscal Recovery Fund.
The Contractor agrees that any publications (written, visual, or sound) but excluding press
releases, newsletters, and issue analyses, issued by the Contractor 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 a grant awarded by US Department of the Treasury. Points of
view in this document are those of the author and do not necessarily represent the official
position or policies of the US Department of the Treasury. Grant funds are administered by
the Coronavirus State Fiscal Recovery Fund thru the Washington State Department of
Commerce."
3. CONTRACT MANAGEMENT
The Representative for each of the parties shall be responsible for and shall be the contact person
for all communications and billings regarding the performance of this Contract.
The Representative for COMMERCE and their contact information are identified on the Face Sheet
of this Contract.
The Representative for the Contractor and their contact information are identified on the Face Sheet
of this Contract.
4. COMPENSATION
COMMERCE shall pay an amount not to exceed the Grant amount listed on the Face Sheet for the
performance of all things necessary for or incidental to the performance of work under this Grant as
set forth in the Scope of Work (Attachment A).
5. SUBCONTRACTOR DATA COLLECTION
Contractor will submit reports, in a form and format to be provided by Commerce and at intervals as
agreed by the parties, regarding work under this Contract performed by subcontractors and the portion
of Contract funds expended for work performed by subcontractors, including but not necessarily
limited to minority-owned, woman-owned, and veteran-owned business subcontractors.
"Subcontractors" shall mean subcontractors of any tier.
6. INDIRECT COSTS
Contractor 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
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DocuSign Envelope ID: ECOA98E3-831A-4B69-935C-26952D6569DE
Washington State
Depa tment of
Ri►�Commeree
direct costs (MTDC)will be used.
7. BILLING PROCEDURES AND PAYMENT
COMMERCE will pay Contractor upon acceptance of services provided and receipt of properly
completed invoices, which shall be submitted to the Representative for COMMERCE via the
Commerce Contracts Management System.
If required, the attachments to the invoice request in the Commerce Contracts Management System
shall describe and document, to COMMERCE's satisfaction, a description of the work performed, the
progress of the project, and fees.
Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after
receipt of properly completed invoices. Payment shall be sent to the address designated by the
Contractor.
COMMERCE may, in its sole discretion, terminate the Contract or withhold payments claimed by the
Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or
condition of this Contract.
No payments in advance or in anticipation of services or supplies to be provided under this Agreement
shall be made by COMMERCE.
Invoices and End of Fiscal Year
Invoices are due on the 20th of the month following the provision of services.
Final invoices for a state fiscal year may be due sooner than the 20th and Commerce will provide
notification of the end of fiscal year due date.
The Contractor must invoice for all expenses from the beginning of the contract through June 30,
regardless of the contract start and end date.
Duplication of Billed Costs
The Contractor shall not bill COMMERCE for services performed under this Agreement, and
COMMERCE shall not pay the Contractor, if the Contractor is entitled to payment or has been or will
be paid by any other source, including grants, for that service.
Disallowed Costs
The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its subcontractors.
COMMERCE may, in its sole discretion, withhold ten percent (10%) from each payment until
acceptance by COMMERCE of the final report (or completion of the project, etc.).
8. 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 Uniform Guidance 2 CFR 200,
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.
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DocuSign Envelope ID: ECOA98E3-831A-4B69-935C-26952D6569DE
Washington State
Depa tment of
Ri►�C011mm1 ,
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 the Federal Audit Clearinghouse.
9. FRAUD AND OTHER LOSS REPORTING
Contractor shall report in writing all known or suspected fraud or other loss of any funds or other
property furnished under this Contract immediately or as soon as practicable to the Commerce
Representative identified on the Face Sheet.
10. 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
i. 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.
ii. 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, have the meanings set out in the Definitions and Coverage sections
of the rules implementing Executive Order 12549. Grantee may contact COMMERCE for
assistance in obtaining a copy of these regulations.
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DocuSign Envelope ID: ECOA98E3-831A-4B69-935C-26952D6569DE
Washington State
Depa tment of
Ri►�COmmerre
11. INSURANCE
Each party certifies that it is self-insured under the State's or local government self-insurance liability
program, and shall be responsible for losses for which it is found liable.
12. SEAT BELT USE POLICIES AND PROGRAMS (APR 2005)
In accordance with Executive Order 13043, Increasing Seat Belt Use in the United States, dated
April 16, 1997, the contractor is encouraged to adopt and enforce on-the-job seat belt use policies
and programs for its employees when operating company-owned, rented, or personally-owned
vehicles. The National Highway Traffic Safety Administration (NHTSA) is responsible for providing
leadership and guidance in support of this Presidential initiative. For information on how to
implement such a program or for statistics on the potential benefits and cost-savings to your
company or organization, please visit the Buckle Up America section of NHTSA's Web site at
www.nhtsa.dot.gov. Additional resources are available from the Network of Employers for Traffic
Safety(NETS), a public-private partnership headquartered in the Washington, DC metropolitan
area, and dedicated to improving the traffic safety practices of employers and employees. NETS is
prepared to help with technical assistance, a simple, user friendly program kit, and an award for
achieving the President's goal of 90 percent seat belt use. NETS can be contacted at 1-888-221-
0045 or visit its Web site at www.trafficsafetV.org.
13. ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING
(JUNE 2020)
(a) Definitions. As used in this clause- "Driving"
(1) Means operating a motor vehicle on an active roadway with the motor running, including
while temporarily stationary because of traffic, a traffic light, stop sign, or otherwise.
(2) Does not include operating a motor vehicle with or without the motor running when one
has pulled over to the side of, or off, an active roadway and has halted in a location where one can
safely remain stationary.
Text messaging means reading from or entering data into any handheld or other electronic device,
including for the purpose of short message service texting, e-mailing, instant messaging, obtaining
navigational information, or engaging in any other form of electronic data retrieval or electronic data
communication. The term does not include glancing at or listening to a navigational device that is
secured in a commercially designed holder affixed to the vehicle, provided that the destination and
route are programmed into the device either before driving or while stopped in a location off the
roadway where it is safe and legal to park.
(b) This clause implements Executive Order 13513, Federal Leadership on Reducing Text
Messaging While Driving, dated October 1, 2009.
(c) The Contractor is encouraged to-
(1)Adopt and enforce policies that ban text messaging while driving-
(i) Company-owned or rented vehicles or Government-owned vehicles; or
(ii) Privately-owned vehicles when on official Government business or when performing
any work for or on behalf of the Government.
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DocuSign Envelope ID:ECOA98E3-831A-4B69-935C-26952D6569DE
0 Washing:on State
Depa,tment of
Commerce
(2) Conduct initiatives in a manner commensurate with the size of the business, such
as- (i) Establishment of new rules and programs or reevaluation of existing programs to
prohibit text messaging while driving; and
(ii) Education, awareness, and other outreach to employees about the safety risks
associated with texting while driving.
(d) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph
(d), in all subcontracts that exceed the micro-purchase threshold, as defined in
Federal Acquisition Regulation 2.101 on the date of subcontract award.
14. ORDER OF PRECEDENCE
In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving
precedence in the following order:
• Applicable federal and state of Washington statutes and regulations
• Special Terms and Conditions
• General Terms and Conditions
• Attachment A—Scope of Work
• Attachment B— Budget
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DocuSign Envelope ID: ECOA98E3-831A-4B69-935C-26952D6569DE
Washington State
Depa tment of
Ri►�COmmerc,
General Terms and Conditions
1. DEFINITIONS
As used throughout this Contract, the following terms shall have the meaning set forth below:
A. "Authorized Representative" shall mean the Director and/or the designee authorized in
writing to act on the Director's behalf.
B. "COMMERCE" shall mean the Washington Department of Commerce.
C. "Contract" or "Agreement" or "Grant" means the entire written agreement between
COMMERCE and the Contractor, including any Exhibits, documents, or materials
incorporated by reference. E-mail or Facsimile transmission of a signed copy of this
contract shall be the same as delivery of an original.
D. "Contractor" or "Grantee" shall mean the entity identified on the face sheet performing
service(s) under this Contract, and shall include all employees and agents of the
Contractor.
E. "Modified Total Direct Costs" (MTDC) shall mean all direct salaries and wages, applicable
fringe benefits, materials and supplies, services, travel, and up to the first$25,000 of each
subaward (regardless of the period of performance of the subawards under the award).
MTDC excludes equipment, capital expenditures, charges for patient care, rental costs,
tuition remission, scholarships and fellowships, participant support costs and the portion
of each subaward in excess of$25,000.
F. "Personal Information"shall mean information identifiable to any person, including, but not
limited to, information that relates to a person's name, health, finances, education,
business, use or receipt of governmental services or other activities,addresses,telephone
numbers, social security numbers, driver license numbers, other identifying numbers, and
any financial identifiers, and "Protected Health Information" under the federal Health
Insurance Portability and Accountability Act of 1996 (HIPAA).
G. "State" shall mean the state of Washington.
H. "Subaward" shall mean an award provided by a pass-through entity to a subrecipient for
the subrecipient to carry out part of a Federal award received by the pass-through entity.
It does not include payments to a contractor or payments to an individual that is a
beneficiary of a Federal program. A subaward may be provided through any form of legal
agreement, including an agreement that the pass-through entity considers a contract.
I. "Subcontractor"shall mean one not in the employment of the Contractor,who is performing
all or part of those services under this Contract under a separate contract with the
Contractor. The terms "subcontractor" and "subcontractors" mean subcontractor(s) in any
tier.
J. "Subrecipient" shall mean a non-Federal entity that receives a subaward from a pass-
through entity to carry out part of a Federal program; but does not include an individual
that is a beneficiary of such program. A subrecipient may also be a recipient of
other Federal awards directly from a Federal awarding agency.
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DocuSign Envelope ID: ECOA98E3-831A-4B69-935C-26952D6569DE
Washington State
Depa tment of
Ri►�C01THM1 ,
2. ALL WRITINGS CONTAINED HEREIN
This Contract contains all the terms and conditions agreed upon by the parties. No other
understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to
exist or to bind any of the parties hereto.
3. AMENDMENTS
This Contract may be amended by mutual agreement of the parties. Such amendments shall not be
binding unless they are in writing and signed by personnel authorized to bind each of the parties.
4. ASSIGNMENT
Neither this Contract, work thereunder, nor any claim arising under this Contract, shall be transferred
or assigned by the Contractor without prior written consent of COMMERCE.
5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION
A. "Confidential Information" as used in this section includes:
i. All material provided to the Contractor by COMMERCE that is designated as
"confidential" by COMMERCE;
ii. All material produced by the Contractor that is designated as "confidential' by
COMMERCE; and
iii. All Personal Information in the possession of the Contractor that may not be disclosed
under state or federal law.
B. The Contractor shall comply with all state and federal laws related to the use, sharing,
transfer, sale, or disclosure of Confidential Information.The Contractor shall use Confidential
Information solely for the purposes of this Contract and shall not use, share, transfer, sell or
disclose any Confidential Information to any third party except with the prior written consent
of COMMERCE or as may be required by law. The Contractor shall take all necessary steps
to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing,
transfer, sale or disclosure of Confidential Information or violation of any state or federal laws
related thereto. Upon request,the Contractor shall provide COMMERCE with its policies and
procedures on confidentiality. COMMERCE may require changes to such policies and
procedures as they apply to this Contract whenever COMMERCE reasonably determines
that changes are necessary to prevent unauthorized disclosures. The Contractor shall make
the changes within the time period specified by COMMERCE. Upon request, the Contractor
shall immediately return to COMMERCE any Confidential Information that COMMERCE
reasonably determines has not been adequately protected by the Contractor against
unauthorized disclosure.
C. Unauthorized Use or Disclosure. The Contractor shall notify COMMERCE within five (5)
working days of any unauthorized use or disclosure of any confidential information, and shall
take necessary steps to mitigate the harmful effects of such use or disclosure.
6. COPYRIGHT
Unless otherwise provided, all Materials produced under this Contract shall be considered "works for
hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall
be considered the author of such Materials. In the event the Materials are not considered "works for
hire" under the U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and
interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to
COMMERCE effective from the moment of creation of such Materials.
"Materials" means all items in any format and includes, but is not limited to, data, reports, documents,
pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes,
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DocuSign Envelope ID: ECOA98E3-831A-4B69-935C-26952D6569DE
Washington State
Depa tment of
Ri►�Commeree
and/or sound reproductions."Ownership"includes the right to copyright, patent, register and the ability
to transfer these rights.
For Materials that are delivered under the Contract, but that incorporate pre-existing materials not
produced under the Contract, the Contractor hereby grants to COMMERCE a nonexclusive, royalty-
free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce,
distribute, prepare derivative works, publicly perform, and publicly display. The Contractor warrants
and represents that the Contractor has all rights and permissions, including intellectual property rights,
moral rights and rights of publicity, necessary to grant such a license to COMMERCE.
The Contractor shall exert all reasonable effort to advise COMMERCE, at the time of delivery of
Materials furnished under this Contract,of all known or potential invasions of privacy contained therein
and of any portion of such document which was not produced in the performance of this Contract.
The Contractor shall provide COMMERCE with prompt written notice of each notice or claim of
infringement received by the Contractor with respect to any Materials delivered under this Contract.
COMMERCE shall have the right to modify or remove any restrictive markings placed upon the
Materials by the Contractor.
7. DISPUTES
In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in
the following manner: Each party to this Agreement shall appoint one member to the Dispute Board.
The members so appointed shall jointly appoint an additional member to the Dispute Board. The
Dispute Board shall review the facts, Agreement terms and applicable statutes and rules and make a
determination of the dispute. The Dispute Board shall thereafter decide the dispute with the majority
prevailing. The determination of the Dispute Board shall be final and binding on the parties hereto.As
an alternative to this process, either of the parties may request intervention by the Governor, as
provided by RCW 43.17.330, in which event the Governor's process will control.
8. GOVERNING LAW AND VENUE
This Contract shall be construed and interpreted in accordance with the laws of the state of
Washington, and the venue of any action brought hereunder shall be in the Superior Court for
Thurston County.
9. INDEMNIFICATION
Each party shall be solely responsible for the acts of its employees, officers, and agents.
10. LICENSING, ACCREDITATION AND REGISTRATION
The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and
registration requirements or standards necessary for the performance of this Contract.
11. RECAPTURE
In the event that the Contractor fails to perform this Contract in accordance with state laws, federal
laws, and/or the provisions of this Contract, COMMERCE reserves the right to recapture funds in an
amount to compensate COMMERCE for the noncompliance in addition to any other remedies
available at law or in equity.
Repayment by the Contractor of funds under this recapture provision shall occur within the time period
specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments
due under this Contract.
12. RECORDS MAINTENANCE
The Contractor shall maintain books, records, documents, data and other evidence relating to this
contract and performance of the services described herein, including but not limited to accounting
procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature
expended in the performance of this contract.
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DocuSign Envelope ID: ECOA98E3-831A-4B69-935C-26952D6569DE
Washington State
Depa tment of
Ri►�Commeree
The Contractor shall retain such records for a period of six years following the date of final payment.
At no additional cost,these records, including materials generated under the contract,shall be subject
at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by
COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law,
regulation or agreement.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the records
shall be retained until all litigation, claims, or audit findings involving the records have been resolved.
13. SAVINGS
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way
after the effective date of this Contract and prior to normal completion, COMMERCE may suspend or
terminate the Contract under the "Termination for Convenience"clause, without the ten calendar day
notice requirement. In lieu of termination, the Contract may be amended to reflect the new funding
limitations and conditions.
14. SEVERABILITY
The provisions of this contract are intended to be severable. If any term or provision is illegal or invalid
for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of
the contract.
15. SUBCONTRACTING
The Contractor may only subcontract work contemplated under this Contract if it obtains the prior
written approval of COMMERCE.
If COMMERCE approves subcontracting, the Contractor shall maintain written procedures related to
subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause,
COMMERCE in writing may: (a) require the Contractor to amend its subcontracting procedures as
they relate to this Contract; (b) prohibit the Contractor from subcontracting with a particular person or
entity; or(c) require the Contractor to rescind or amend a subcontract.
Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The
Contractor is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term
or condition of this Contract. The Contractor shall appropriately monitor the activities of the
Subcontractor to assure fiscal conditions of this Contract. In no event shall the existence of a
subcontract operate to release or reduce the liability of the Contractor to COMMERCE for any breach
in the performance of the Contractor's duties.
Every subcontract shall include a term that COMMERCE and the State of Washington are not liable
for claims or damages arising from a Subcontractor's performance of the subcontract.
16. SURVIVAL
The terms, conditions, and warranties contained in this Contract that by their sense and context are
intended to survive the completion of the performance, cancellation or termination of this Contract
shall so survive.
17. TERMINATION FOR CAUSE
In the event COMMERCE determines the Contractor has failed to comply with the conditions of this
contract in a timely manner, COMMERCE has the right to suspend or terminate this contract. Before
suspending or terminating the contract, COMMERCE shall notify the Contractor in writing of the need
to take corrective action. If corrective action is not taken within 30 calendar days, the contract may be
terminated or suspended.
In the event of termination or suspension, the Contractor shall be liable for damages as authorized
by law including, but not limited to, any cost difference between the original contract and the
replacement or cover contract and all administrative costs directly related to the replacement contract,
e.g., cost of the competitive bidding, mailing, advertising and staff time.
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DocuSign Envelope ID: ECOA98E3-831A-4B69-935C-26952D6569DE
Washington State
Depa tment of
Ri►�C01THM1 ,
COMMERCE reserves the right to suspend all or part of the contract, withhold further payments, or
prohibit the Contractor from incurring additional obligations of funds during investigation of the alleged
compliance breach and pending corrective action by the Contractor or a decision by COMMERCE to
terminate the contract. A termination shall be deemed a "Termination for Convenience" if it is
determined that the Contractor: (1) was not in default; or (2) failure to perform was outside of his or
her control, fault or negligence.
The rights and remedies of COMMERCE provided in this contract are not exclusive and are, in
addition to any other rights and remedies, provided by law.
18. TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Contract, COMMERCE may, by ten (10) business days' written
notice, beginning on the second day after the mailing, terminate this Contract, in whole or in part. If
this Contract is so terminated, COMMERCE shall be liable only for payment required under the terms
of this Contract for services rendered or goods delivered prior to the effective date of termination.
19. TERMINATION PROCEDURES
Upon termination of this contract, COMMERCE, in addition to any other rights provided in this
contract, may require the Contractor to deliver to COMMERCE any property specifically produced or
acquired for the performance of such part of this contract as has been terminated. The provisions of
the "Treatment of Assets" clause shall apply in such property transfer.
COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed
work and services accepted by COMMERCE, and the amount agreed upon by the Contractor and
COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially
completed work and services, (iii) other property or services that are accepted by COMMERCE, and
(iv)the protection and preservation of property, unless the termination is for default, in which case the
Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree
with such determination shall be a dispute within the meaning of the"Disputes"clause of this contract.
COMMERCE may withhold from any amounts due the Contractor such sum as the Authorized
Representative determines to be necessary to protect COMMERCE against potential loss or liability.
The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this contract.
After receipt of a notice of termination, and except as otherwise directed by the Authorized
Representative, the Contractor shall:
A. Stop work under the contract on the date, and to the extent specified, in the notice;
B. Place no further orders or subcontracts for materials, services, or facilities except as may
be necessary for completion of such portion of the work under the contract that is not
terminated;
C. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the
Authorized Representative, all of the rights, title, and interest of the Contractor under the
orders and subcontracts so terminated, in which case COMMERCE has the right, at its
discretion, to settle or pay any or all claims arising out of the termination of such orders
and subcontracts;
D. Settle all outstanding liabilities and all claims arising out of such termination of orders and
subcontracts, with the approval or ratification of the Authorized Representative to the
extent the Authorized Representative may require, which approval or ratification shall be
final for all the purposes of this clause;
E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent
directed by the Authorized Representative any property which, if the contract had been
completed, would have been required to be furnished to COMMERCE;
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DocuSign Envelope ID: ECOA98E3-831A-4B69-935C-26952D6569DE
Washington State
Depa tment of
Ri►�C01THM1 ,
F. Complete performance of such part of the work as shall not have been terminated by the
Authorized Representative; and
G. Take such action as may be necessary, or as the Authorized Representative may direct,
for the protection and preservation of the property related to this contract, which is in the
possession of the Contractor and in which COMMERCE has or may acquire an interest.
20. TREATMENT OF ASSETS
Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property
furnished by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a
direct item of cost under this contract, shall pass to and vest in COMMERCE upon delivery of such
property by the Contractor. Title to other property, the cost of which is reimbursable to the Contractor
under this contract, shall pass to and vest in COMMERCE upon (i) issuance for use of such property
in the performance of this contract, or(ii)commencement of use of such property in the performance
of this contract, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in part,
whichever first occurs.
A. Any property of COMMERCE furnished to the Contractor shall, unless otherwise provided
herein or approved by COMMERCE, be used only for the performance of this contract.
B. The Contractor shall be responsible for any loss or damage to property of COMMERCE
that results from the negligence of the Contractor or which results from the failure on the
part of the Contractor to maintain and administer that property in accordance with sound
management practices.
C. If any COMMERCE property is lost, destroyed or damaged, the Contractor shall
immediately notify COMMERCE and shall take all reasonable steps to protect the property
from further damage.
D. The Contractor shall surrender to COMMERCE all property of COMMERCE prior to
settlement upon completion, termination or cancellation of this contract.
E. All reference to the Contractor under this clause shall also include Contractor's employees,
agents or Subcontractors.
21. WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or
breach. Any waiver shall not be construed to be a modification of the terms of this Contract unless
stated to be such in writing and signed by Authorized Representative of COMMERCE.
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DocuSign Envelope ID: ECOA98E3-831A-4B69-935C-26952D6569DE
,191W.Washington State
Depa tment of
��►�(()Mr lCrc(l
Attachment A: Scope of Work
Allowable Activities and Expenses
Grantee will utilize the Emergency Housing Fund grant to maintain current levels of homeless
subsidies and emergency housing services.
Allowable activities and expenses follow the Consolidated Homeless Grant (CHG)/System
Demonstration Grant (SDG) guidelines. Allowable activities are restricted to "emergency
housing" activities, to include: street outreach, diversion, emergency shelter including
hotel/motel leasing, sanctioned encampments, transitional housing, rapid re-housing, housing
search and placement, and housing stability case management.
Household eligibility requirements also follow the CHG/SDG guidelines.
Invoicing
Grantees must provide adequate back up documentation to support costs on each
reimbursement request, to include:
1. General ledger from financial accounting system with transaction and expenditure dates
on allowable activities within period of performance, and Dept. of Commerce voucher
detail form.
2. If lead grantee has sub recipients, also submit their general ledgers with transaction and
expenditure dates on allowable activities within period of performance.
3. For rental assistance and flexible fund payments, backup documentation should include
a client name to tie the transaction to the payee or recipient.
In addition, at the time of contracting, grantee must submit a copy of letter of approved indirect
rate or cost allocation plan for all federally funded programs, if billing for the recovery of indirect
costs.
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DocuSign Envelope ID:ECOA98E3-831A-4B69-935C-26952D6569DE
0 Washing:on State
Depa,tment of
COII]Iwrm
Attachment B: Budget
July 1, 2023 —June 30, 2024
Budget Category
Admin $132,742.00
Operations $283,360.00
Facility Support $195,848.00
Rent $273,000.00
Total $884,950.00
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