HomeMy WebLinkAboutGrant Related - BOCCK20-121
.~ ® Washington State
. . Department of
Commerce
through
For
Grant Agreement with
GRANT COUNTY BOARD OF COMMISSION
Community Services and Housing Division
Housing Assistance Unit
Emergency Solutions Grant — COVID 19 (ESG-CV)
Start date: July 1, 2020
THIS PAGE INTENTIONALLY LEFT BLANK
Special Terms and Conditions
Face Sheet ....................
1. Acknowledgement of Federal Funding..............................................2
5
2. Grant Management...................................................................................
2
3. Compensation...........................................................................................
2
4. Billing Procedures and Payment...............................................................
2
5. Subcontractor Data Collection.........................................................3
6. Insurance...................................................................................................
3
7. 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.............................................................................................6
6. Americans With Disabilities Act (ADA) ......................................................
6
7. Assignment...............................................................................................
6
8. Attorney's Fees.........................................................................................
6
9. Audit..........................................................................................................6
10. Certification Regarding Debarment, Suspension or Ineligibility and Voluntary
Exclusion...................................................................................................
6
11. Confidentiality/Safeguarding of Information ..............................................
7
12. Conflict of Interest.....................................................................................
7
13. Copyright Provisions.................................................................................8
14. Disputes....................................................................................................8
15. Duplicate Payment....................................................................................9
16. Governing Law and Venue........................................................................
9
17. Indemnification..........................................................................................
9
18. Independent Capacity of the Contractor ...................................................
9
19. Indirect Costs............................................................................................
9
20. Industrial Insurance Coverage................................................................10
21. Laws........................................................................................................10
22. Licensing, Accreditation and Registration...............................................10
23. Limitation of Authority.............................................................................. 10
24. Noncompliance With Nondiscrimination Laws
........................................ 10
25. Pay Equity...............................................................................................
10
26. Political Activities.....................................................................................11
27. Procurement Standards for Federally Funded
Programs .......................11
28. Publicity...................................................................................................12
29. Recapture................................................................................................12
30. Records Maintenance .............................................................................12
31. Registration With Department of Revenue..............................................12
32. Right of Inspection......................................................................12
33. Savings...................................................................................................12
34. Severability..............................................................................................13
35. Site Security............................................................................................13
36. Subgranting/Subcontracting....................................................................13
37.
Survival .................................
38.
Taxes ....................................
39.
Termination for Cause...........
40.
Termination for Convenience
41.
Termination Procedures........
42.
Treatment of Assets ..............
43.
Waiver ...................................
Attachment A, Scope of Work
Attachment B, Budget
...............................................
13
...............................................
13
...............................................
13
...............................................
14
...............................................
14
...............................................
15
...............................................
15
Grant Number: 20-4613C-100
Washington State Department of Commerce
Community Services and Housing Division
Housing Assistance Unit
Emergency Solutions Grant — COVID 19 (ESG-CV)
1. Grantee
2. Grantee Doing Business As (optional)
GRANT COUNTY BOARD OF COMMISSION
N/A
PO BOX 37
EPHRATA, WA 98823-0037
3. Grantee Representative
4. COMMERCE Representative
Brittany Rang
Kim Murillo 1011 Plum Street SE
Administrative Services Coordinator
Grant Manager Olympia,Washington,98504-
(509) 754-2011 Ext 2937
(360) 725-2763 2525
brang@granteountywa.gov
kim.m urill o@com merce.wa,gov
5. Grant Amount
6. Funding Source
7. Start Date
8. End Date
$278,466.00
Federal: X State: Other: N/A:
July 1, 2020
June 30, 2022
9. Federal Funds (as applicable) Federal Agency: CFDA Number: Indirect Rate (if
$278,466.00 HUD 14.231 applicable):
.25%
10. Tax ID #
11. SWV #
12. UBI #
13. DUNS #
XXXXXXXXXXXXXX
SWV0002426-03
132001884
N/A
14. Grant Purpose
This grant provides resources to prevent, prepare for, and respond to the Coronavirus pandemic (COVID-19) among individuals
and families who are homeless or receiving homeless assistance; and to support additional homeless assistance and homeless
prevention activities to mitigate the impacts of COVID-19.
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" —
Guidelines for the Emergency Solutions Grant — COVID 19 (ESG-CV) Program.
,E
FOR COMMERCE
1 'T�
Signature
Diane Moritz, As 'sta t Director
Cindy Carter. BOCC Chair
Community and Housing Division
-Set-vices
o 4
Print Name and Title
Date I '
Date
APPROVED AS TO FORM ONLY
BY ASSISTANT ATTORNEY GENERAL
APPROVAL, ON FILE
Last revision 4/14/20
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
FEDERALFUNDS
1. ACKNOWLEDGEMENT OF FEDERAL FUNDING
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 Grant No. E -20 -DW -53-0001 awarded by U.S. Department of
Housing and Urban Development (HUD) as a supplemental appropriation through the
Coronavirus Aid, Relief, and Economic Security Act of 2020 (CARES Act). Points of view in
this document are those of the author and do not necessarily represent the official position or
policies of the HUD. Grant funds are administered by the Housing Assistance Unit in the
Community Services and Housing Division, Washington State Department of Commerce."
2. GRANT MANAGEMENT
The Representative for each of the parties shall be responsible for and shall be the contact person for
all communications and billings regarding the performance of this Grant.
The Representative for COMMERCE and their grant information are identified on the Face Sheet
of this Grant.
The Representative for the Grantee and their contact information are identified on the Face Sheet
of this Grant.
3. COMPENSATION
COMMERCE shall pay an amount not to exceed the approved Budget — Attachment B for the
performance of all things necessary for or incidental to the performance of work as set forth in the
Scope of Work and the Guidelines for ESG-CV. Grantee's compensation for services rendered shall
be based on the following rates or in accordance with the following terms:
4. BILLING PROCEDURES AND PAYMENT
COMMERCE will pay Grantee upon acceptance of services provided and receipt of properly completed
invoices, which shall be submitted to the Representative for COMMERCE monthly.
The invoices shall describe and document, to COMMERCE's satisfaction, a description of the work
performed, the progress of the project, and fees. The invoice shall include the Grant Number 20-4613C-
100. If expenses are invoiced, provide a detailed breakdown of each type. A receipt must accompany
any single expenses in the amount of $50.00 or more in order to receive reimbursement.
Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after
receipt of properly completed invoices. Payment shall be sent to the address designated by the
Grantee.
COMMERCE may, in its sole discretion, terminate the Grant or withhold payments claimed by the
Grantee for services rendered if the Grantee fails to satisfactorily comply with any term or condition of
this Grant.
No payments in advance or in anticipation of services or supplies to be provided under this Agreement
shall be made by COMMERCE.
Duplication of Billed Costs
The Grantee shall not bill COMMERCE for services performed under this Agreement, and COMMERCE
shall not pay the Grantee, if the Grantee is entitled to payment or has been or will be paid by any other
source, including grants, for that service.
Disallowed Costs
The Grantee is responsible for any audit exceptions or disallowed costs incurred by its own organization
or that of its subgrants/subcontracts.
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
FEDERALFUNDS
5. SUBCONTRACTOR DATA COLLECTION
Grantee will submit reports, in a form and format to be provided by Commerce and at intervals as
agreed by the parties, regarding work under this Grant performed by subcontractors and the portion of
Grant funds expended for work performed by subcontractors, including but not necessarily limited to
minority-owned, woman -owned, and veteran -owned business subcontractors. "Subcontractors" shall
mean subcontractors of any tier.
6. INSURANCE
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, 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.
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 bg rants/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.
Local Government Grantees that Participate in a Self -Insurance Program
Self-Insured/Liability Pool or Self -Insured Risk Management Program — With prior approval from
COMMERCE, the Grantee may provide the coverage above under a self-insured/liability pool or self-
insured risk management program. In order to obtain permission from COMMERCE, the Grantee
shall provide: (1) a description of its self-insurance program, and (2) a certificate and/or letter of
coverage that outlines coverage limits and deductibles. All self-insured risk management programs
or self-insured/liability pool financial reports must comply with Generally Accepted Accounting
Principles (GAAP) and adhere to accounting standards promulgated by: 1) Governmental Accounting
Standards Board (GASB), 2) Financial Accounting Standards Board (FASB), and 3) the Washington
3
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
FEDERALFUNDS
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.
7. 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
• Attachment B — Budget
• Emergency Solutions Grant COVID 19 (ESG-CV) Guidelines
• HEARTH ESG Interim Rule
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
FEDERALFUNDS
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. "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.
G. "State" shall mean the state of Washington.
H. "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.
I. "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.
J. "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.
3. ADVANCE PAYMENTS PROHIBITED
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.
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
FEDERALFUNDS
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.
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.
9. AUDIT
If the Grantee is a subrecipient and expends $750,000 or more in federal awards from any and/or all
sources in any fiscal year, the Grantee shall procure and pay for a single audit or a program -specific
audit for that fiscal year. Upon completion of each audit, the Grantee shall:
A. Submit to COMMERCE the reporting package specified in OMB Super Circular 2 CFR 200.501,
reports required by the program -specific audit guide (if applicable), and a copy of any
management letters issued by the auditor.
B. Submit to COMMERCE follow-up and developed corrective action plans for all audit findings.
If the Grantee is a subrecipient and expends less than $750,000 in federal awards from any and/or all
sources in any fiscal year, the Grantee shall notify COMMERCE they did not meet the single audit
requirement.
The Grantee shall send all single audit documentation to auditreview cbcommerce.wa.cov.
10. CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY AND
VOLUNTARY EXCLUSION—PRIMARY AND LOWER TIER COVERED TRANSACTIONS
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.
fl. 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.
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
FEDERALFUNDS
C. The Grantee agrees by signing this Grant that it shall not knowingly enter into any lower tier covered
transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded
from participation in this covered transaction, unless authorized by COMMERCE.
D. The Grantee further agrees by signing this Grant that it will include the clause titled "Certification
Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered
Transaction," as follows, without modification, in all lower tier covered transactions and in all
solicitations for lower tier covered transactions:
LOWER TIER COVERED TRANSACTIONS
a) The lower tier Grantee certifies, by signing this Grant that neither it nor its principals is presently
debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation in this transaction by any Federal department or agency.
b) Where the lower tier Grantee is unable to certify to any of the statements in this Grant, such
contractor shall attach an explanation to this Grant.
E. The terms covered transaction, debarred, suspended, ineligible, lower tier covered
transaction, person, primary covered transaction, principal, and voluntarily excluded, as
used in this section, have the meanings set out in the Definitions and Coverage sections of the
rules implementing Executive Order 12549. You may contact COMMERCE for assistance in
obtaining a copy of these regulations.
11. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
A. "Confidential Information" as used in this section includes:
I. All material provided to the Grantee by COMMERCE that is designated as "confidential" by
COMMERCE;
ii. All material produced by the Grantee that is designated as "confidential" by COMMERCE; and
iii. All personal information in the possession of the Grantee that may not be disclosed under state
or federal law. "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.
12. 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
7
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
FEDERAL FUNDS
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 CONTRACTOR 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 program subject to this
Agreement including but not limited to formulating or drafting the legislation, participating in grant
procurement planning and execution, awarding and/or 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 grant 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 grant.
13. COPYRIGHT PROVISIONS
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.
14. 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
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
FEDERALFUNDS
• 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.
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.
15. 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.
16. 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.
17. 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 attorney's 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
agencts, employees, representatives, or any subgrantee/subcontractor or its employees.
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.
18. INDEPENDENT CAPACITY OF THE CONTRACTOR
The parties intend that an independent contractor relationship will be created by this Grant. The
Contractor and its employees or agents performing under this Contract are not employees or agents of
the state of Washington or COMMERCE. The Contractor 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
Contractor 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 Contractor.
19. INDIRECT COSTS
The Grantee shall provide their indirect cost rate that has been negotiated between their entity and the
Federal Government. If no such rate exists a de minimis indirect cost rate of 10% of modified total direct
costs (MTDC) will be used.
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
FEDERAL FUNDS
20. 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.
21. 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.
22. 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.
23. LIMITATION OF AUTHORITY
Only the Authorized Representative or the 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 Agent
24. 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 noncompliance 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.
The funds provided under this contract may not be used to fund religious worship, exercise, or
instruction. No person shall be required to participate in any religious worship, exercise, or instruction
in order to have access to the facilities funded by this grant.
25. 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.
10
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
FEDERALFUNDS
(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 Contractor is not in compliance with this provision.
26. POLITICAL ACTIVITIES
Political activity of Grantee's 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.
27. PROCUREMENT STANDARDS FOR FEDERALLY FUNDED PROGRAMS
A Grantee which is a local government or Indian Tribal government must establish procurement policies
and procedures in accordance with 2 CFR Part 200, for all purchases funded by this Grant.
A Grantee which is a nonprofit organization shall establish procurement policies in accordance with 2
CFR Part 200, for all purchases funded by this Contract.
The Grantee's procurement system should include at least the following:
A. A code or standard of conduct that shall govern the performance of its officers, employees, or
agents engaged in the awarding of contracts using federal funds.
B. Procedures that ensure all procurement transactions shall be conducted in a manner to
provide, to the maximum extent practical, open and free competition.
C. Minimum procedural requirements, as follows:
i. Follow a procedure to assure the avoidance of purchasing unnecessary or duplicative
items.
ii. Solicitations shall be based upon a clear and accurate description of the technical
requirements of the procured items.
iii. Positive efforts shall be made to use small and minority-owned businesses.
iv. The type of procuring instrument (fixed price, cost reimbursement) shall be determined by
the Contractor, but must be appropriate for the particular procurement and for promoting
the best interest of the program involved.
V. Contracts shall be made only with reasonable subgrantees/subcontractors who possess
the potential ability to perform successfully under the terms and conditions of the proposed
procurement.
vi. Some form of price or cost analysis should be performed in connection with every
procurement action.
vii. Procurement records and files for purchases shall include all of the following:
1) Contractor selection or rejection.
2) The basis for the cost or price.
3) Justification for lack of competitive bids if offers are not obtained.
viii. A system for contract administration to ensure Contractor conformance with terms,
conditions and specifications of this Contract, and to ensure adequate and timely follow-up
of all purchases.
i[I
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
FEDERALFUNDS
D. Contractor and Subgrantee/subcontractor must receive prior approval from COMMERCE for
using funds from this Contract to enter into a sole source contract or a contract where only one
bid or proposal is received when value of this Contract is expected to exceed $5,000.
Prior approval requests shall include a copy of proposed contracts and any related procurement
documents and justification for non-competitive procurement, if applicable.
28. 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.
29. 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.
30. 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.
31. REGISTRATION WITH DEPARTMENT OF REVENUE
If required by law, the Grantee shall complete registration with the Washington State Department of
Revenue.
32. 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.
33. 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 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.
12
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
FEDERALFUNDS
34. 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.
35. 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.
36. 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.
37. 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.
38. 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.
39. 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.
13
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
FEDERALFUNDS
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.
40. TERMINATION FOR CONVENIENCE
41.
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.
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 necessary for 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
subgrants/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.
14
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
FEDERALFUNDS
42. 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.
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
Su bgrantees/Subcontractors.
43. 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.
Attachment A
Scope of Work
The Grantee will use the funds awarded under this contract to administer grant activities per the
Emergency Solutions Grant — COVID 19 (ESG-CV) Guidelines and per the Budget as outlined in
Attachment B.
Attachment B
Budget
Budget
Total
Admin
$18,000.00
HMIS
$20,000.00
Outreach
$20,000.00
Shelter Case Mana ement
$45,000.00
Shelter Operations
$80,000.00
Rapid Re -Housing Case Management
$20,000.00
Rapid Re -Housing Rental Assistance
$40,466.00
Rapid Re -Housing Other Financial Assistance
$5,000.00
Prevention Case Management
$5,000.00
Prevention Rental Assistance
$20,000.00
Prevention Other Financial Assistance
$5,46
Total
$278, 6.00000.00
17