HomeMy WebLinkAboutAgreements/Contracts - New Hope DV/SAGRANT COUNTY
COMMISSIONERS AGENDA MEETING REQUEST FORM
(Must be submitted to the Clerk of the Board by 12:00pm on Thursday)
REQUESTING DEPARTMENT:New Hope
REQUEST SUBMITTED BY: SuziFode
CONTACT PERSON ATTENDING ROUNDTABLE.. SUZI
CONFIDENTIAL INFORMATION: DYES Fs NO
DATE: 1.30.24
PHONE:764-8402
Term; What, When
SU GE EDWORDING-POR`AGENDA:� I hm
Request permission for Suzi Fode sign contract via docu-sign.
Contract #24-31325-211 is with Department of Commerce in the amount of $348,893 to support
and assist victims of sex trafficking from 1. 10.2024 through 6.30.2025.
DATE OF ACTION: -1 U
APPROVE: DENIED ABSTAIN
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EIARPA Related
El Bids / RFPs / Quotes Award
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F-1 Boards / Committees
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0 Computer Related
E]County Code
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7 Employee Rel.
F-1 Facilities Related
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El Funds
7 Hearing
F Invoices / Purchase Orders
El Grants — Fed/State/County
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F-1 Minutes
ElOrdinances
El Out of State Travel
El Petty Cash
El Policies
El Proclamations
7 Request for Purchase
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E]Surplus Req.
E]Tax Levies
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DTax Title Property
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Term; What, When
SU GE EDWORDING-POR`AGENDA:� I hm
Request permission for Suzi Fode sign contract via docu-sign.
Contract #24-31325-211 is with Department of Commerce in the amount of $348,893 to support
and assist victims of sex trafficking from 1. 10.2024 through 6.30.2025.
DATE OF ACTION: -1 U
APPROVE: DENIED ABSTAIN
D1: oz (A
.................................
D2:
D3:
DEFERRED OR CONTINUED TO:
DocuSign Envelope ID: 1 C50AAl E-E02F-4842-B215-59DCEDF3FD1A
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Grant Agreement with
through
Office of Crime Victims Advocacy
Community Services Division
Grant Number:
24-31325-211
For
Healing, Support &Transition Services
Dated: 01/10/2024
DocuSign Envelope ID: 1 C50AA1 E-E02F-4842-B215-59DCEDF3FD1A
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Table of Contents
TABLEOF CONTENTS..............................................................................................................................................2
FACESHEET............................................................................................................................................................4
SPECIALTERMS AND CONDITIONS......................................................................................................................... 5
1.
BILLING PROCEDURES AND PAYMENT.............................................................................................................5
2.
COMPENSATION..............................................................................................................................................5
3.
FRAUD AND OTHER LOSS REPORTING.............................................................................................................6
4.
GRANT MANAGEMENT....................................................................................................................................6
5.
GRANT MODIFICATION....................................................................................................................................6
6.
INSURANCE......................................................................................................................................................6
7.
REPORTING......................................................................................................................................................7
8.
SUBGRANTEE DATA COLLECTION....................................................................................................................8
9.
ORDER OF PRECEDENCE..................................................................................................................................8
GENERALTERMS AND CONDITIONS....................................................................................................................... 9
1.
DEFINITIONS....................................................................................................................................................9
2.
ACCESS TO DATA..............................................................................................................................................9
3.
ADVANCE PAYMENTS PROHIBITED..................................................................................................................9
4.
ALL WRITINGS CONTAINED HEREIN...............................................................................................................10
5.
AMENDMENTS..............................................................................................................................................10
6.
AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, ALSO REFERRED TO AS THE "ADA" 28
CFRPART 35.............................................................................................................................................................10
7.
ASSIGNMENT.................................................................................................................................................10
8.
ATTORNEYS' FEES..........................................................................................................................................10
9.
CONFIDENTIALITY/SAFEGUARDING OF INFORMATION.................................................................................10
10.
CONFLICT OF INTEREST..................................................................................................................................11
11.
COPYRIGHT..................................................................:.................................................................................11
12.
DISPUTES.......................................................................................................................................................11
13.
DUPLICATE PAYMENT....................................................................................................................................12
14.
GOVERNING LAW AND VENUE......................................................................................................................12
15.
INDEMNIFICATION........................................................................................................................................12
16.
INDEPENDENT CAPACITY OF THE GRANTEE...................................................................................................12
17.
INDUSTRIAL INSURANCE COVERAGE.............................................................................................................13
18.
LAWS.............................................................................................................................................................13
19.
LICENSING, ACCREDITATION AND REGISTRATION.........................................................................................13
20.
LIMITATION OF AUTHORITY..........................................................................................................................13
21.
NONCOMPLIANCE WITH NONDISCRIMINATION LAWS.................................................................................13
22.
PAY EQUITY....................................................................................................................................................13
23.
POLITICAL ACTIVITIES....................................................................................................................................14
24.
PUBLICITY......................................................................................................................................................14
25.
RECAPTURE....................................................................................................................................................14
26.
RECORDS MAINTENANCE..............................................................................................................................14
27.
REGISTRATION WITH DEPARTMENT OF REVENUE.........................................................................................14
28.
RIGHT OF INSPECTION...................................................................................................................................14
29.
SAVINGS........................................................................................................................................................15
30.
SEVERABILITY.................................................................................................................................................15
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31.
SITE SECURITY................................................................................................................................................15
32.
SUBGRANTING/SUBCONTRACTING...............................................................................................................15.
33.
SURVIVAL.......................................................................................................................................................15
34.
TAXES.............................................................................................................................................................15
35.
TERMINATION FOR CAUSE.............................................................................................................................15
36.
TERMINATION FOR CONVENIENCE................................................................................................................16
37.
TERMINATION PROCEDURES.........................................................................................................................16
38.
TREATMENT OF ASSETS.................................................................................................................................17
39.
WAIVER.........................................................................................................................................................17
ATTACHMENT A: SCOPE OF WORK.......................................................................................................................18
ATTACHMENTB: BUDGET....................................................................................................................................19
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Special Terms and Conditions
1. 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 at least
quarterly, but not more often than monthly.
The Grantee shall submit all requests for reimbursement via the Commerce Contracts Management
System (CMS).
If required, the attachments to the invoice request in the Commerce Contract Management System
shall describe and document, to COMMERCE's satisfaction, a description of the work performed, the
progress of the project, and fees.
Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after
receipt of properly completed invoices. Payment shall be sent to the address designated by the
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.
Invoices and End of Fiscal Year
Invoices are due on the 20th of the month following the provision of services.
Final invoices for a state fiscal year may be due sooner than the 20th and Commerce will provide
notification of the end of fiscal year due date.
The Grantee must invoice for all expenses from the beginning of the Grant through June 30,
regardless of the Grant start and end date.
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 subgrantees.
2. COMPENSATION
COMMERCE shall pay an amount not to exceed $348,893.00 for the performance of all things
necessary for or incidental to the performance of work as set forth in Attachment A - Scope of Work.
Grantee's compensation for services rendered shall be in accordance with Attachment B — Budget.
Transfer of funds between line item budget categories must be approved by the Office of Crime
Victims Advocacy (OCVA) program staff. A cumulative amount of these transfers exceeding ten (10)
percent of the total program budget shall be subject to justification and negotiation between the
Grantee and OCVA, including approval from the Grantee's signature authority and the relevant OCVA
Section Manager.
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Payment will be on a reimbursement basis only.
Travel expenses incurred or paid by Grantee shall be reimbursed at a rate not to exceed the current
state rate and in accordance with the State of Washington Office of Financial Management Travel
Regulations. Current travel rates may be accessed at:
https:Hofm.wa.gov/sites/default/files/public/resources/travel/colormap.pdf
3. FRAUD AND OTHER LOSS REPORTING
Grantee shall report in writing all known or suspected fraud or other loss of any funds or other property
furnished under this Contract immediately or as soon as practicable to the Commerce Representative
identified on the Face Sheet.
4. 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 contact information are identified on the Face Sheet
of this Grant.
The Representative for the Grantee and their contact information are identified on the Face Sheet
of this Grant.
5. GRANT MODIFICATION
Notwithstanding any provision of this Grant to the contrary, at any time during the grant period,
COMMERCE may, by written notification to the Grantee and without notice to any known guarantor
or surety, make changes within the general scope of the program activities to be performed under
this Grant. All other modifications shall not be valid unless made in writing and signed by the parties.
Any oral understandings and agreements not incorporated herein, unless made in writing and signed
by the parties hereto, shall not be binding.
Notwithstanding any provision of this Grant to the contrary, at any time during the grant period,
COMMERCE may analyze grant expenditures as a proportion of the grant budget. If COMMERCE
determines, in its sole discretion, that the grant funding is underutilized, COMMERCE, in its sole
discretion, may unilaterally modify the Grant to reduce the balance of the grant budget. Funds de -
obligated by COMMERCE as a result of a budget reduction may be made available to other grantees
for the provision of eligible program activities.
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, or agents of either, while performing under the terms of this Grant. Failure to maintain
the required insurance coverage may result in termination 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 provide 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 a written request by
COMMERCE, a certificate of insurance which outlines the coverage and limits defined in this
insurance section. During the term of the Grant, if required or requested, the Grantee shall submit
renewal certificates not less than thirty (30) calendar days prior to expiration of each policy required
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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 Subgrantees provide adequate
insurance coverage for the activities arising out of subgrants.
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, 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.
Professional Liability, Errors and omissions Insurance. The Grantee shall maintain Professional
Liability or Errors and Omissions Insurance. The Grantee shall maintain minimum limits of no less
than $1,000,000 per occurrence to cover all activities by the Grantee and licensed staff employed or
under Grant to the Grantee. The state of Washington, its agents, officers, and employees need not
be named as additional insureds under this policy.
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 State Auditor's annual instructions for financial reporting. Grantees
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 coverage 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 Grant.
7. REPORTING
Grantees must collect and maintain data that measure the performance and effectiveness of work
done under this grant.
If providing direct services or outreach, the Grantee shall submit data quarterly in the InfoNet data
collection system, relative to the provision of Healing, Support & Transition Services services.
Report data will be due in InfoNet no later than the fifteenth day following the end of each quarter.
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The Grantee shall submit non -personally identifying demographic, service and compliance data
required by state funding sources in the InfoNet data collection system. The Grantee shall maintain
documentation and records that support the data reported in InfoNet.
The Grantee shall establish and maintain written procedures for the security of InfoNet use at its
site. Procedures shall include:
• Only authorized staff are provided access to the InfoNet data and files;
• Staff are informed of the need for security and confidentiality of data and files maintained
in or available through the InfoNet system; and
• That the Grantee shall notify the Department Program Coordinator for this grant when
an employee is no longer authorized to access the InfoNet system.
Additional narrative reports may be required. See the Application for Funding and/or Reporting
Instructions provided for further details.
8. SUBGRANTEE 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 subgrantees and the portion of
Grant funds expended for work performed by subgrantees, including but not necessarily limited to
minority-owned, woman -owned, and veteran -owned business subgrantees. "Subgrantees" shall
mean subgrantees of any tier.
9. 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
• Healing, Support & Transition Services Application for Funding as submitted and approved
by COMMERCE
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General Terms and Conditions
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 Washington Department of Commerce.
C. "Grant" or "Agreement" or "Contract" 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 Grant shall be the same
as delivery of an original.
D. "Grantee" or "Contractor" 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, and "Protected Health Information" under the federal Health Insurance Portability
and Accountability Act of 1996 (HIPAA).
F. "State" shall mean the state of Washington.
G. "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" and "subcontractor" mean subgrantee/subcontractor(s) in
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.
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.
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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.
6. AMERICANS WITH DISABILITIES ACT (ADA) OF 19909 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.
6. 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 attorneys' fees and costs.
9. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
A. "Confidential Information" as used in this section includes:
L All material provided to the Grantee by COMMERCE that is designated as "confidential"
by COMMERCE;
H. All material produced by the Grantee that is designated as "confidential" by COMMERCE;
and
iii. All Personal Information in the possession of the Grantee that may not be disclosed under
state or federal law.
B. The Grantee shall comply with all state and federal laws related to the use, sharing, transfer,
sale, or disclosure of Confidential Information. The Grantee shall use Confidential Information
solely for the purposes of this Grant and shall not use, share, transfer, sell or disclose any
Confidential Information to any third party except with the prior written consent of COMMERCE
or as may be required by law. The Grantee shall take all necessary steps to assure that
Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or
disclosure of Confidential Information or violation of any state or federal laws related thereto.
Upon request, the Grantee shall provide COMMERCE with its policies and procedures on
confidentiality. COMMERCE may require changes to such policies and procedures as they
apply to this Grant whenever COMMERCE reasonably determines that changes are necessary
to prevent unauthorized disclosures. The 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 24 hours 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.
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10. CONFLICT OF INTEREST
Notwithstanding any determination by the Executive Ethics Board or other tribunal, COMMERCE
may, in its sole discretion, by written notice to the Grantee terminate this Grant 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 Grant.
Specific restrictions apply to Granting with current or former state employees pursuant to chapter
42.52 of the Revised Code of Washington. The Grantee and their subgrantee(s) must identify any
person employed in any capacity by the state of Washington that worked with the COMMERCE
program executing this Grant, including but not limited to formulating or drafting the legislation,
participating in procurement planning and execution, awarding Grants, and monitoring Grant, 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 Grant 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.
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:
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• be in writing;
• state the disputed issues;
• state the relative positions of the parties;
• state the Grantee's name, address, and Grant 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.
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 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 Grant. "Claim" as used in this Grant, 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
agents, employees, representatives, or any subgrantee or its employees.
The Grantee's obligation shall not include such claims that may be caused by the sole negligence of
the State and its agencies, officials, agents, and employees. If the claims or damages are caused by
or result from the concurrent negligence of (a) the State, its agents or employees and (b) the Grantee,
its subcontractors, agents, or employees, this indemnity provision shall be valid and enforceable only
to the extent of the negligence of the Grantee or its subgrantees, agents, or employees.
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 Grantee relationship will be created by this Grant. The Grantee
and its employees or agents performing under this Grant 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.
Page 12 of 19
DocuSign Envelope ID: 1050AA1 E-E02F-4842-B215-59DCEDF3FD1A
z i W ain .un State
Depa, r Brit of
14JIFconinhe re
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 Grant, 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.
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 Grant.
20. 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 Grant. Furthermore, any alteration,
amendment, modification, or waiver or any clause or condition of this Grant 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.
The funds provided under this Grant 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.
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:
L 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.
H. 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
Page 13 of 19
DocuSign Envelope ID: 1 C50AA1 E-E02F-4842-B215-59DCEDF3FD1A
Washin -on MaLe
Depa.7 i—Tern of
t$11110 Coin n" ic ree.
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'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.
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.
25. 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.
Page 14 of 19
DocuSign Envelope ID: 1 C50AA1 E-E02F-4842-B215-59DCEDF3FD1A
_fa .l�Jng—r n late
S'`_� Depmerit of
AV Ofir(Il
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 subgrantees shall conform in all
respects with physical, fire or other security policies or regulations.
32. SUBGRANTING/SUBCONTRACTING
The Grantee may only subgrant/subcontract work contemplated under this Grant if it obtains the prior
written approval of COMMERCE.
If COMMERCE approves subgranting/subcontracting, the Grantee shall maintain written procedures
related to subgranting, as well as copies of all subgrants/subcontract and records related to
subgrants/subcontracts. For cause, COMMERCE in writing may: (a) require the Grantee to amend its
subgranting/subcontracting procedures as they relate to this Grant; (b) prohibit the Grantee from
subgranting/subcontracting with a particular person or entity; or (c) require the Grantee to rescind or
amend a subgrant/subcontract.
Every subgrant/subcontract shall bind the Subgrantee/Subcontractor to follow all applicable terms of
this Grant. The Grantee is responsible to COMMERCE if the Subgrantee/Subcontractor fails to
comply with any applicable term or condition of this Grant. The Grantee shall appropriately monitor
the activities of the Subgrantee/Subcontractor to assure fiscal conditions of this Grant. In no event
shall the existence of a subgrant/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 subgrant/subcontract shall include a term that COMMERCE and the State of Washington are
not liable for claims or damages arising from a Subgrantee/Subcontractor's performance of the
subgrant/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.
Page 15 of 19
,..*4k Washing on SlaLe
In the event of termination orsuspension, the Grantee shall beliable 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., costof the
competitive bidding, mailing, advertising and staff time.
COMMERCE reserves the right to suspend all orpart ofthe Gnant, withhold further payments, or
prohibit the Grantee from incurring additional obligations of funds during investigation of the alleged
compliance breech and pending corrective action by the Grantee ore 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 inthis Grant are not exclusive and are, inaddition
to any other rights and remedies, provided by law.
36. TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Grant, COMMERCE may, by ten (10business days' written
notice, beginning on the second day after the mailing, terminate this Grant, inwhole minpart. Uthis
Grant is so terminated, COMMERCE shall beliable only for payment required under the terms of this
Grant for services rendered orgoods delivered prior to the effective date of termination.
37. TERMINATION PROCEDURES
Upon termination of this Grant, COMMERCE, inaddition to any other rights provided inthis Grant,
may require the Grantee to deliver to COMMERCE any property specifically produced or acquired for
theperhormenceofeuchpartofthisGrenteahaobeenhanninated.Thaproveionaofthe'7reebnent
ofAssets" clause shall apply insuch property transfer.
COMMERCE shall pay to the Grantee the agreed upon price, if separately stated, for completed work
and services accepted by C(][NN1ERCE, and the amount agreed upon by the Grantee and
COMMERCE for (i) completed work and services for which no separate price is absbad. (ii) partially
completed work and services, (iii) other property or services that are accepted by COMMERCE, and
(iv) the protection and preservation of property, un|oea 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 Grant.
After receipt of a notice of tenninetion, 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, inthe notice;
B. Place nofurther orders oraubgfor materials, services, or facilities except as
may be necessary for completion of such portion of the work under the Grant that isnot
terminated;
C. Assign to COMMERCE, inthe 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 oubgrants/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 ordersand
aubgrents/ ubcontracts;
D. Settle all outstanding liabilities and all o|eima arising out ofsuch termination oforders and
aubgrants/ uboontraots. with the approval or ratification of the Authorized Representative to
the extent the Authorized Representative may require, which approval or ratification ohoU be
Page 16 of 19
DocuSign Envelope ID: 1 C50AA1 E-E02F-4842-B215-59DCEDF3FD1A
-on Slate
_�= }arArr ent of
nimcrC
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.
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.
E. All reference to the Grantee under this clause shall also include Grantee's employees, agents
or Subgrantees/Subcontractors.
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.
Page 17 of 19
DocuSign Envelope ID: 1C50AA1E-E02F-4842-B215-59DCEDF3FD1A
b'� a-:I-firi�� on Skate S W,
Cepa-`rrierit of
V4&w'w Commerce
Attachment A: Scope of Work
New Hope shall furnish goods and services necessary to accomplish the activities under the Healing,
Support & Transition Services grant funding during the grant period.
This Grant is not a benefit or entitlement to the Grantee. It is not to be used to acquire property or
services for the government's direct benefit. The principle purpose of this Grant is to provide funding for
New Hope to accomplish a public purpose.
Funding from this Grant must be used to support the services outlined and approved in the Healing,
Support & Transition Services funding application.
DATA REQUIREMENTS
1. Grantees will submit quarterly reports on Healing, Support & Transition Services activities to their
grant manager.
2. Report data will be due in InfoNet no later than the fifteenth day following the end of each quarter.
Additional narrative reports may be required. See the Application for Funding and/or Reporting
Instructions provided for further details
DELIVERABLES
1. Services — As detailed above
2. Reports — As described in Special Terms and Conditions
3. Vouchers — Must be submitted at least quarterly
PERFORMANCE MEASURES
Provision of the deliverables listed above will be measured using the following performance measures:
1. 90% of required reports will be submitted on time
2. 100% of required audits will be completed on time
Page 18 of 19
DocuSign Envelope ID: 1C50AA1E-E02F-4842-B215-59DCEDF3FD1A
01 a .hin g ori tete
! _, Depa rn a rrt of
tv .111M
Attachment B: Budget
Budget
FY24
FY25
Total
Salaries
$459670.00
$88,560.00
$134,230.00
Benefits
$209622.00
$439306.00
$639928.00
Goods and Services
$679609.00
$839126.00
$1509735.00
Total
$1339901.00
$2149992.00
$3489893.00
Transfer of funds between line item budget categories must be approved by the Office of Crime Victims
Advocacy (OCVA) program staff. A cumulative amount of these transfers exceeding ten (10) percent of
the total program budget shall be subject to justification and negotiation between the Grantee and OCVA,
including approval from the Grantee's signature authority and the relevant OCVA Section Manager.
Travel expenses incurred or paid by- Grantee shall be reimbursed at a rate not to exceed the current state
rate and in accordance with the State of Washington Office of Financial Management Travel Regulations.
Current rates for travel may be accessed at
https:Hofm.wa.gov/sites/default/files/public/resources/travel/colorma . .
Any purchase over $5,000 must be pre -approved by COMMERCE.
Page 19 of 19
DocuSign Envelope ID: 1 C50AA1 E-E02F-4842-B215-59DCEDF3FD1A
Washington State
Department o
IVA Commerce
DocuSign Contract Review and Routing Form
Office of Crime Victims Advocacy
RVI
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Grant proofed documents
(Stephanie Pratt Manager
1/17/2024 13:43 PM PST
Updated 5/25/2022
Section
Matched approved Obligation Summary
Nicky Gleason
Manager
Memo and Allocation Spreadsheet
1/17/2024 14:13 PM PST
Reviewed entry g and coding in CMS
Correct template from IntraCOM has
(Assistant)
been used
Trisha Smith
Managing
OR
1/17/202414:48 PM PST
Director
Documentation has been included with
reason for exception
Updated 5/25/2022
Electronic Record and Signature Disclosure created on: 8/11/2020 4:44:12 PM
Parties agreed to: Suzi Fode
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Washington State Department of Commerce (we, us or Company) may be
required by law to provide to you certain written notices or disclosures. Described below are the
terms and conditions for providing to you such notices and disclosures electronically through the
DocuSign system. Please read the information below carefully and thoroughly, and if you can
access this information electronically to your satisfaction and agree to this Electronic Record and
Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to
`I agree to use electronic records and signatures' before clicking `CONTINUE' within the
DocuSign system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after the signing session and, if you
elect to create a DocuSign account, you may access the documents for a limited period of time
(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
$0.15 per -page fee. You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact Washington State Department of Commerce:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: docusign@commerce.wa.gov
To advise Washington State Department of Commerce of your new email address
To let us know of a change in your email address where we should send notices and disclosures
electronically to you, you must send an email message to us at docusign@commerce.wa.gov and
in the body of such request you must state: your previous email address, your new email
address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your
account preferences.
To request paper copies from Washington State Department of Commerce
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an email to docusign@commerce.wa.gov and in
the body of such request you must state your email address, full name, mailing address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with Washington State Department of Commerce
To inform us that you no longer wish to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your signing session, and on the subsequent page,
select the check -box indicating you wish to withdraw your consent, or you may;
ii. send us an email to docusign@commerce-wa.gov and in the body of such request you must
state your email, full name, mailing address, and telephone number. We do not need any other
information from you to withdraw consent.. The consequences of your withdrawing consent for
online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The
current system requirements are found here: ttps:Hs,up-port.docusign.com/guides/signer,-guide-
signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please confirm that you have
read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for
your future reference and access; or (ii) that you are able to email this ERSD to an email address
where you will be able to print on paper or save it for your future reference and access. Further,
if you consent to receiving notices and disclosures exclusively in electronic format as described
herein, then select the check -box next to 'I agree to use electronic records and signatures' before
clicking 'CONTINUE' within the DocuSign system.
By selecting the check -box next to 'I agree to use electronic records and signatures', you confirm
that:
You can access and read this Electronic Record and Signature Disclosure; and
You can print on paper this E ' lectronic Record and Signature Disclosure, or save or send
this Electronic Record and Disclosure to a location where you can print it, for future
reference and access; and
Until or unless you notify Washington State Department of Commerce as described
above,, you consent to receive exclusively through electronic means all notices,
disclosures, authorizations, acknowledgements, and other documents that are required to
be provided or made available to you by Washington State Department of Commerce
during the course of your relationship with Washington State Department of Commerce.