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Grant Related - BOCC (002)
Walk on without being on ASC Agenda 03/16/2020 Grant Agreement with Housing Assistance Unit for Washington State COVID-19 Outbreak Emergency Housing Grant in the amount of $388,462.00. Term of the agreement is March 15, 2020 to September 30, 2020. For K20-047 40044 Washington State Department of V490 commerce Grant Agreement with GRANT COUNTY BOARD OF COMMISSION through Housing Assistance Unit Washington State COVID-19 Outbreak Emergency Housing Grant Start date: March 15, 2020 THIS PAGE INTENTIONALLY LEFT BLANK TABLE OF CONTENTS Special Terms and Conditions........................................................................................1 FaceSheet............................................................................................................1 1. Contract Management............................................................................. 2 2. Compensation..........................................................................................2 3. Billing Procedures and Payment.............................................................. 2 4. Subcontractor Data Collection.................................................................. 3 5. Insurance................................................................................................. 3 6. Order of Precedence................................................................................ 4 General Terms and Conditions....................................................................................... 5 1. Definitions................................................................................................5 2. Access to Data........................................................................................ 5 3. Advance Payments Prohibited................................................................. 5 4. All Writings Contained Herein..................................................................5 5. Amendments........................................................................................... 5 6. Americans With Disabilities Act (ADA) ..................................................... 5 7. Assignment..............................................................................................5 8. Attorneys' Fees........................................................................................ 5 9. Confidentiality/Safeguarding of Information ............................................. 6 10. Conflict of Interest.................................................................................... 7 11. Copyright.................................................................................................7 12. Disputes.................................................................................................. 8 13. Duplicate Payment...................................................................................8 14. Governing Law and Venue...................................................................... 8 15. Indemnification........................................................................................ 8 16. Independent Capacity of the Grantee ...................................................... 9 17. Industrial Insurance Coverage................................................................. 9 18. Laws........................................................................................................9 19. Licensing, Accreditation and Registration ................................................ 9 20. Limitation of Authority.............................................................................. 9 21. Noncompliance With Nondiscrimination Laws........................................10 22. Pay Equity .............................................................................................10 23. Political Activities...................................................................................10 24. Publicity .................................................................................................10 25. Recapture..............................................................................................10 26. Records Maintenance............................................................................10 27. Registration With Department of Revenue.............................................10 28. Right of Inspection......................................................................10 29. Savings..................................................................................................11 30. Severability ............................................................................................11 31. Site Security .......................................................................................... 11 32. Subcontracting.......................................................................................11 33. Survival..................................................................................................11 COVID-19 Outbreak Emergency Housing Grant TABLE OF CONTENTS 34. Taxes....................................................................................................11 35. Termination for Cause...........................................................................11 36. Termination for Convenience.................................................................12 37. Termination Procedures........................................................................12 38. Treatment of Assets...............................................................................13 39. Waiver...................................................................................................13 Attachment A, Scope of Work Attachment B, Budget Attachment C, Covid-19 Emergency Housing Grant Guidelines Attachment D, Grantee's Plan COVID-19 Outbreak Emergency Housing Grant FACE SHEET Contract Number: 316-46108-10 Washington State Department of Commerce Community Services and Housing Division Housing Assistance Unit COVID-19 Outbreak Emergency Housing Grant 1. Grantee 2. COMMERCE Additional Contact Information GRANT COUNTY BOARD OF COMMISSION Tedd Kelleher, Senior Managing Director PO BOX 37 (360) 725.2930 tedd.kel leher@commerce.wa.gov EPHRATA, WA 98823-0037 Kathy Kinard, Manager (360) 742-2118 kathy.kinard@commerce.wa.gov 3. Grantee Representative 4. COMMERCE Representative Brittany Rang Kathryn Dodge 1011 Plum Street SE (509) 754-2011 ext. 2937 Grant Manager Olympia,Washington,98504- brang(dgramcountywa.gov (360) 725-5072 2525 kathryn.dodge@commerce.wa.gov 5. Crane Amount 1 6. Funding Source 7. Start Date 8. End Date $388,462.00 Federal: ❑ State: ® Other: E) NIA: ❑ March 15, 2020 September 30, 2020 9. Tax ID#lO.SWV# II. URI# 12. DUNS# XXXXXXXXXXXXXX SWV0002426-03 132001884 N/A 13. Grant Purpose Provide funding for emergency housing necessary to respond to the COVID-19 outbreak. COMMERCE, defined as the Department of Commerce, and the Grantee, as defined above, acknowledge and accept the terms of this Grant and attachments and have executed this Grant on the date below to start as of the date and year referenced above. The rights and obligations of both parties to this Grant are governed by this Grant and the following other documents incorporated by reference: Grant Terms and Conditions including Attachment "A" — Scope of Work, Attachment "B" — Budget, Attachment "C" — Washington State COVID-19 Emergency Housing Grant Guidelines, and Attachment D, Grantee's Plan. ME E FOR COMMERCE Diane Klontz, A sistant Director Signature I //y� //j� v ISG q C ,,L CYt l ©ment.$iim" Community Ser ces and Housing Division ,S'^% • ,PZ aV �t Print Name And Title Date APPROVED AS TO FORM ONLY Date Sandra C. Adix ASSISTANT ATTORNEY GENERAL March 15, 2020 APPROVAL ON FILE COVID-19 Outbreak Emergency Housing Grant SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS State Auditor's annual instructions for financial reporting. Grantee's participating in joint risk pools shall maintain sufficient documentation 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. Grantee shall provide annually to COMMERCE a summary of coverages and a letter of self- insurance, evidencing continued coverage under Grantee's self-insured/liability pool or self-insured risk management program. Such annual summary of coverage and letter of self-insurance will be provided on the anniversary of the start date of this Agreement. Non Self Insurance Proaram The Grantee shall provide insurance coverage as set out in this section. The intent of the required insurance is to protect the state should there be any claims, suits, actions, costs, damages or expenses arising from any loss, or negligent or intentional act or omission of the Grantee or Subgrantee/subcontractor, or agents of either, while performing under the terms of this Grant. The insurance required shall be issued by an insurance company authorized to do business within the state of Washington. Except for Professional Liability or Errors and Omissions Insurance, the insurance shall name the state of Washington, its agents, officers, and employees as additional insureds under the insurance policy. All policies shall be primary to any other valid and collectable insurance. The Grantee shall instruct the insurers to give COMMERCE thirty (30) calendar days advance notice of any insurance cancellation, non -renewal or modification. The Grantee shall submit to COMMERCE within fifteen (15) calendar days of the Grant start date, a certificate of insurance which outlines the coverage and limits defined in this insurance section. During the term of the Grant, the Grantee shall submit renewal certificates not less than thirty (30) calendar days prior to expiration of each policy required under this section. The Grantee shall provide insurance coverage that shall be maintained in full force and effect during the term of this Grant, as follows: Commercial General Liability Insurance Policy. Provide a Commercial General Liability Insurance Policy, including contractual liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of Grant activity but no less than $1,000,000 per occurrence. Additionally, the Grantee is responsible for ensuring that any Subgrantee/subcontractor provide adequate insurance coverage for the activities arising out of su bgrants/subcontracts. Automobile Liability. In the event that performance pursuant to this Grant involves the use of vehicles, owned or operated by the Grantee or its Subgrantee/subcontractor, automobile liability insurance shall be required. The minimum limit for automobile liability is $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage. The Grantee shall provide, at COMMERCE's request, copies of insurance instruments or certifications from the insurance issuing agency. The copies or certifications shall show the insurance coverage, the designated beneficiary, who is covered, the amounts, the period of coverage, and that COMMERCE will be provided thirty (30) days' advance written notice of cancellation. 6. 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 COVID-19 Outbreak Emergency Housing Grant SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS • Attachment B — Budget • Attachment C, Guidelines • Attachment D, Grantee's Plan COVID-19 Outbreak Emergency Housing Grant GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE 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 "Agreement" means the entire written agreement between COMMERCE and the Grantee, 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. "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/subcontractor" shall mean one not in the employment of the Grantee, who is performing all or part of those services under this Grant under a separate Grant with the Grantee. The terms "subgrantee/subcontractor" refers to any tier. H. "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. I. "Vendor" is an entity that agrees to provide the amount and kind of services requested by COMMERCE; provides services under the grant only to those beneficiaries individually determined to be eligible by COMMERCE and, provides services on a fee-for-service or per-unit basis with contractual penalties if the entity fails to meet program performance standards. 2. ACCESS TO DATA In compliance with RCW 39.26.180, the Grantee shall provide access to data generated under this Grant to COMMERCE, the Joint Legislative Audit and Review Committee, and the Office of the State Auditor at no additional cost. This includes access to all information that supports the findings, conclusions, and recommendations of the Grantee's reports, including computer models and the methodology for those models. No payments in advance of or in anticipation of goods or services to be provided under this Grant shall be made by COMMERCE. 4. 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. 5. 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. COVID-19 Outbreak Emergency Housing Grant GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 6. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the "ADA" 28 CFR Part 35 The Grantee must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 7. ASSIGNMENT Neither this Grant, nor any claim arising under this Grant, shall be transferred or assigned by the Grantee without prior written consent of COMMERCE. 8. ATTORNEYS' FEES Unless expressly permitted under another provision of the Grant, in the event of litigation or other action brought to enforce Grant terms, each party agrees to bear its own attorney's fees and costs. A. "Confidential Information" as used in this section includes: 1. All material provided to the Grantee by COMMERCE that is designated as "confidential" by COMMERCE; 2. All material produced by the Grantee that is designated as "confidential" by COMMERCE; and 3. All personal information in the possession of the Grantee that may not be disclosed under state or federal law. "Personal information" includes but is not limited to information related to a person's name, health, finances, education, business, use of government services, addresses, telephone numbers, social security number, driver's license number and other identifying numbers, and "Protected Health Information" under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). 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 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. 10. CONFLICT OF INTEREST Notwithstanding any determination by the Executive Ethics Board or other tribunal, the COMMERCE may, in its sole discretion, by written notice to the GRANTEE terminate this contract if it is found after due notice and examination by COMMERCE that there is a violation of the Ethics in Public Service Act, Chapters 42.52 RCW and 42.23 RCW; or any similar statute involving the GRANTEE in the procurement of, or performance under this contract. Specific restrictions apply to contracting with current or former state employees pursuant to chapter 42.52 of the Revised Code of Washington. The Grantee and their subcontractor(s) must identify any person employed in any capacity by the state of Washington that worked on the Commerce program COVID-19 Outbreak Emergency Housing Grant 6 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS administering this Grant, including but not limited to formulating or drafting the legislation, participating in grant procurement planning and execution, awarding grants, and monitoring grants, during the 24 month period preceding the start date of this Grant. Identify the individual by name, the agency previously or currently employed by, job title or position held, and separation date. If it is determined by COMMERCE that a conflict of interest exists, the Grantee may be disqualified from further consideration for the award of a Grant. In the event this contract is terminated as provided above, COMMERCE shall be entitled to pursue the same remedies against the Grantee as it could pursue in the event of a breach of the contract by the Grantee. The rights and remedies of COMMERCE provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which COMMERCE makes any determination under this clause shall be an issue and may be reviewed as provided in the "Disputes" clause of this contract. 11. 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 Grant, 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. 12. DISPUTES Except as otherwise provided in this Grant, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Director of COMMERCE, who may designate a neutral person to decide the dispute. The request for a dispute hearing must: • be in writing; • state the disputed issues; • state the relative positions of the parties; • state the Grantee's name, address, and Contract number; and • be mailed to the Director and the other party's (respondent's) Grant Representative within three (3) working days after the parties agree that they cannot resolve the dispute. The respondent shall send a written answer to the requestor's statement to both the Director or the Director's designee and the requestor within five (5) working days. COVID-19 Outbreak Emergency Housing Grant 7 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS The Director or designee shall review the written statements and reply in writing to both parties within ten (10) working days. The Director or designee may extend this period if necessary by notifying the parties. The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding. The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal. Nothing in this Grant shall be construed to limit the parties' choice of a mutually acceptable alternate dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above. 13. DUPLICATE PAYMENT COMMERCE shall not pay the Grantee, if the GRANTEE has charged or will charge the State of Washington or any other party under any other Grant, subgrant/subcontract, or agreement, for the same services or expenses. 14. GOVERNING LAW AND VENUE This Grant shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 15. INDEMNIFICATION To the fullest extent permitted by law, the Grantee shall indemnify, defend, and hold harmless the state of Washington, COMMERCE, agencies of the state and all officials, agents and employees of the state, from and against all claims for injuries or death arising out of or resulting from the performance of the contract. "Claim" as used in this contract, means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorneys' fees, attributable for bodily injury, sickness, disease, or death, or injury to or the destruction of tangible property including loss of use resulting therefrom. The Grantee's obligation to indemnify, defend, and hold harmless includes any claim by Grantee's agents, employees, representatives, or any subgrantee/subcontractor or its employees. The Grantee expressly agrees to indemnify, defend, and hold harmless the State for any claim arising out of or incident to Grantee's or any subgrantee's/subcontractor's performance or failure to perform the Grant. Grantee's obligation to indemnify, defend, and hold harmless the State shall not be eliminated or reduced by any actual or alleged concurrent negligence of State or its agents, agencies, employees and officials. The Grantee waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the state and its agencies, officers, agents or employees. 16. INDEPENDENT CAPACITY OF THE GRANTEE The parties intend that an independent contractor relationship will be created by this Grant. The Grantee and its employees or agents performing under this Contract are not employees or agents of the state of Washington or COMMERCE. The Grantee will not hold itself out as or claim to be an officer or employee of COMMERCE or of the state of Washington by reason hereof, nor will the Grantee make any claim of right, privilege or benefit which would accrue to such officer or employee under law. Conduct and control of the work will be solely with the Grantee. 17. INDUSTRIAL INSURANCE COVERAGE The Grantee shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the Grantee fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, COMMERCE may collect from the Grantee the full amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount owed by the Grantee to the accident fund from the amount payable to the Grantee by COMMERCE under this Contract, and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I's rights to collect from the Grantee. COVID-19 Outbreak Emergency Housing Grant 8 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 18. 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. 19. 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 Contract. 20. LIMITATION OF AUTHORITY Only the Authorized Representative or Authorized Representative's delegate by writing (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Contract. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this contract is not effective or binding unless made in writing and signed by the Authorized Representative. 21. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS During the performance of this Grant, the Grantee shall comply with all federal, state, and local nondiscrimination laws, regulations and policies. In the event of the Grantee's non-compliance or refusal to comply with any nondiscrimination law, regulation or policy, this Grant may be rescinded, canceled or terminated in whole or in part, and the Grantee may be declared ineligible for further grants with COMMERCE. The Grantee shall, however, be given a reasonable time in which to cure this noncompliance. Any dispute may be resolved in accordance with the "Disputes" procedure set forth herein. 22. PAY EQUITY The Grantee agrees to ensure that "similarly employed" individuals in its workforce are compensated as equals, consistent with the following: A. Employees are "similarly employed" if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed; B. Grantee may allow differentials in compensation for its workers if the differentials are based in good faith and on any of the following: (i) A seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation levels. (ii) A bona fide job-related factor or factors may include, but not be limited to, education, training, or experience that is: Consistent with business necessity; not based on or derived from a gender-based differential; and accounts for the entire differential. (iii) A bona fide regional difference in compensation level must be: Consistent with business necessity; not based on or derived from a gender-based differential; and account for the entire differential. This Grant may be terminated by the Department, if the Department or the Department of Enterprise services determines that the Grantee is not in compliance with this provision. 23. POLITICAL ACTIVITIES Political activity of Grantee employees and officers are limited by the State Campaign Finances and Lobbying provisions of Chapter 42.17A RCW and the Federal Hatch Act, 5 USC 1501 - 1508. No funds may be used for working for or against ballot measures or for or against the candidacy of any person for public office. COVID-19 Outbreak Emergency Housing Grant 9 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 24. PUBLICITY The Grantee agrees not to publish or use any advertising or publicity materials in which the state of Washington or COMMERCE's name is mentioned, or language used from which the connection with the state of Washington's or COMMERCE's name may reasonably be inferred or implied, without the prior written consent of COMMERCE. 26. 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 specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due under this Grant. 26. 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 Grant. The Grantee 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 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. 27. REGISTRATION WITH DEPARTMENT OF REVENUE If required by law, the Grantee shall complete registration with the Washington State Department of Revenue. 28. RIGHT OF INSPECTION The Grantee shall provide right of access to its facilities to COMMERCE, or any of its officers, or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Grant. 29. SAVINGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this 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. 30. 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. 31. SITE SECURITY While on COMMERCE premises, Grantee, its agents, employees, or subcontractors shall conform in all respects with physical, fire or other security policies or regulations. COVID-19 Outbreak Emergency Housing Grant 10 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 32. 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 Subcontractor to follow all applicable terms of this Grant. The Grantee is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or condition of this Grant. The Grantee shall appropriately monitor the activities of the Subcontractor 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 Subcontractor's performance of the subcontract. 33. SURVIVAL The terms, conditions, and warranties contained in this Grant that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Grant shall so survive. 34. TAXES All payments accrued on account of payroll taxes, unemployment contributions, the Grantee's income or gross receipts, any other taxes, insurance or expenses for the Grantee or its staff shall be the sole responsibility of the Grantee. 35. 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 Grant. 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 Grant, 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. 36. 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. COVID-19 Outbreak Emergency Housing Grant 11 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS Upon termination of this Grant, COMMERCE, in addition to any other rights provided in this Grant, 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 Grant. 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 necessaryfor completion of such portion of the work under the Grant 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 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 subg rants/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 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 COMMERCE has or may acquire an interest. 38. TREATMENT OF ASSETS Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property furnished by the 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 Grant. COVID-19 Outbreak Emergency Housing Grant GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 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 maintain 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 Grant All reference to the Grantee under this clause shall also include Grantee's employees, agents or S ubgrantees/Subcontractors. 39. WAIVER Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this Grant unless stated to be such in writing and signed by Authorized Representative of COMMERCE. COVID-19 Outbreak Emergency Housing Grant Attachment A Scope of Work Funding is provided to Grant County to respond to the COVID-19 outbreak related to public health needs of people experiencing homelessness or otherwise in need of quarantine or isolation housing due to the COVID-19 outbreak. Activities funded under this Grant will be performed in accordance with the Washington State COVID-19 Outbreak Emergency Housing Grant Guidelines and the Grantee's Plan as may be amended from time to time, attached here to and incorporated herein as Attachments C and D. 14 COVID-19 Outbreak Emergency Housing Grant Attachment B Budget March 15, 2020 — September 30, 2020 Budget Amount For all things allowable in the COVID-19 Outbreak Emergency $388,462.00 Housing Grant Guidelines, Attachment C. 15 COVID-19 Outbreak Emergency Housing Grant Ove► Washington State Department of %dw Commerce Washington State COVID-19 Outbreak Emergency Housing Grant GUIDELINES March 15, 2020 Version 1 Table of Contents 1 Grant Purpose.................................................................................................................................................. 3 2 Plan required before release of funds for reimbursement............................................................................. 3 3 Allowable Operations, Services, and other Non Capital Costs........................................................................ 4 4 Allowable Acquisition and Construction Costs................................................................................................ 4 5 Reimbursement of actual costs....................................................................................................................... 5 6 Eligible populations, documentaton, and non-discrimination based on housing status ................................ 5 7 Reporting regirements.................................................................................................................................... 5 Page 12 COVID-19 Housing Grant Guidelines March 15, 2020 v. 1 1 Grant Purpose Provide funding to address the COVID-19 outbreak related public health needs of people experiencing homelessness or otherwise in need of quarantine or isolation housing due to the COVID-19 outbreak. The Department of Commerce (Department) may revise the Guidelines at any time and will notify the Grantee immediately before requiring implementation of changes. 2 Plan required before release of funds for reimbursement Reimbursement of funds under this grant is contingent on approval by the Department of a brief plan developed by the Grantee ("Plan"), as may be amended from time to time, that includes at a minimum the following: Brief description of how the Grantee is consulting with and coordinating the use of funds with at least the largest city in the county, the county government (if the Grantee is not a county government), the Consolidated Homeless Grant grantee (if the Grantee is not the Consolidated Homeless Grant grantee), and the local public health jurisdiction. • Brief description of the steps and timeline of the process the Grantee will implement to work with the local public health jurisdiction and other relevant stakeholders to estimate the unmet need for quarantine and isolation housing for people living unsheltered or living in homeless housing or who cannot isolate or quarantine themselves in housing previously available to them. • Brief description of actions the Grantee will take to address COVID-19 outbreak related quarantine and isolation housing needs of people living unsheltered or in homeless housing or who cannot isolate or quarantine themselves in housing previously available to them. • Grantee will notify the Department if/as Grantee's Plan change; Department's approval of revisions to the Plan shall not be unreasonably withheld. The Grantee shall submit its estimate of unmet need for quarantine and isolation housing to the Department as soon as possible when completed. It is estimated that all isolation and quarantine housing and will need to be ready to occupy by April 1, 2020 to address COVID-19 outbreak. Please work with your local public health jurisdiction to determine the necessary completion date for your area. Page 1 3 COVID-19 Housing Grant Guidelines March 15, 2020 v. 1 3 Allowable operations, Services, and other Non Capital Costs The Department will reimburse leasing, operations, services, maintenance, administration and all other costs associated with new or repurposed housing that is necessary to respond to the COVID-19 outbreak. New or repurposed housing includes but is not limited to leased motels and hotels, master leased rental housing, and leased buildings not originally intended for use as housing. The Grantee shall obtain written approval from the relevant local public health jurisdiction prior to occupancy of housing supported by grant funds, and the approval shall include an assertion by the local public health jurisdiction that the housing is necessary to protect public health due to the COVID-19 outbreak. The Department will reimburse costs associated with increased sanitation in existing homeless housing and subsidized housing, or for people living unsheltered, including supplies, staff costs, outreach, administration and all other costs associated with improving sanitation. The Grantee shall obtain written approval from the relevant local public health jurisdiction prior to expenditure of grant funds for sanitation, and the approval shall include an assertion by the local public health jurisdiction that the increased sanitation is necessary to protect public health due to the COVID-19 outbreak. The Department will reimburse other costs associated with addressing the public health needs of people experiencing homelessness, living in subsidized housing, or displaced from their former housing due to the COVID-19 outbreak. Other costs include planning and administration expenses. The Grantee shall obtain written approval from the relevant local public health jurisdiction prior to expenditure of grant funds for other costs, and the approval shall include an assertion by the local public health jurisdiction that the other costs are the highest and best use of limited resources to address the COVID-19 related public health issues of people experiencing homelessness. Rent assistance is not an allowable expense. Grantees are encouraged to request that the Department allow the use of Grant funds outside the scope described in this Grant if such expenditures are critical to addressing the COVID-19 outbreak. 4 Allowable Acquisition and Construction Costs The Department will reimburse costs associated with acquisition, construction and other costs necessary to obtain and prepare for occupancy housing necessary to respond to the COVID-19 outbreak. If any of the funds granted under this Grant are used for property acquisition and or capital improvements, the Grantee agrees to use the real property or properties to provide permanent Page 14 COVID-19 Housing Grant Guidelines March 15, 2020 v. 1 or emergency housing for low-income households, as defined under RCW 43.185A.010(6), except during State of Emergency related to the COVID-19 outbreak described in the Proclamation by the Governor, 20-05. All amounts used for property acquisitions and or capital improvements shall be evidenced by promissory notes, deeds of trust, and low-income restrictive covenants running with the land in favor of the Department. Each deed of trust and covenant shall be recorded at the county or counties in which the property or properties are located. The Grantee shall obtain written approval from the relevant local public health jurisdiction regarding the intended use of the housing prior to acquisition and prior to occupancy of housing supported by grant funds, and the approval shall include an assertion by the local public health jurisdiction that the housing is necessary to protect public health. 5 Reimbursement of actual costs The Department will only reimburse actual operations, services, acquisition, construction and other allowable costs as described in this Grant. The Grantee will make a good faith effort to not incur costs reimbursable under this grant in excess of what is reasonable given market prices, balanced by the need to act promptly to procure and operate housing and provide services necessary to respond to the State of Emergency. 6 Eligible populations, documentaton, and non-discrimination based on housing status The primary purpose of this grant is addressing the health needs of people unsheltered or living in homeless housing, or who are in need of isolation or quarantine housing due to the COVID- 19 outbreak. Documentation of the housing status of people housed or served by these funds is not necessary. Funds can be used to provide housing and other services to people who are not living unsheltered or in homeless housing, as long as the expenditures are in good faith realistically available to people who are unsheltered or living in homeless housing. 7 Reporting reqirements During the State of Emergency related to COVID-19 outbreak reporting is a secondary Page 1 5 COVID-19 Housing Grant Guidelines March 15, 2020 v. 1 consideration. When the State of Emergency has ended, or if the Department determines Grantee workload allows adequate time for reporting, the Department will require reporting on the use of the funds including the number of beds created and expenditures by categories including housing, sanitation, and other costs. The Department will work with Grantees to establish reasonable reporting requirements that can be fulfilled using information collected from regular expenditure accounting systems or other readily available information sources. Page 16 COVID-19 Housing Grant Guidelines March 15, 2020 v. 1