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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: Alyce Barrientoz CONTACT PERSON ATTENDING ROUNDTABLE:Alyce B81"I'IentOZ CONFIDENTIAL INFORMATION: E]YES ® NO DATE: 07/23/2024 PHONE:509-764-8402 If necessary, was this document reviewed by accounting? F-1 YES F-1 NO W N/A If necessary, was this document reviewed by legal? *1 YES 1:1 NO El N/A DATE OF ACTION: -7-1.2-.3v2-4 APPROVE: DENIED ABSTAIN D1: 2- D 4/23/24 DEFERRED OR CONTINUED TO: WITHDRAWN: JUL 1 5 2024 GRANT COUNTY COINIMISS' Docusign Envelope ID: 5D28407D-485D-44ED-BE5A-BD39F53E81 EO Grant Agreement with New Hope through Office of Crime Victims Advocacy Community Services Division Grant Number: S25-31108-022 For SFY 2025 Domestic Violence Legal Advocacy Grant Program Dated: 07/01/2024 Docusign Envelope ID: 5D28407D-485D-44ED-BE5A-BD39F53E81 EO a"pint V49W. o"rTI 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. REQUIREMENTTO REPORT BREACH OF PERSONALLY IDENTIFIABLE INFORMATION ......................... 9. SUBCONTRACTOR DATA COLLECTION.................................................................................................. .......8 10. ORDER OF PRECEDENCE..................................................................................................................................8 GENERALTERMS AND CONDITIONS....................................................................................................................... 9 1. DEFINITIONS....................................................................................................................................................9 2.ACCESS TO DATA..............................................................................................................................................9 3. ADVANCE PAYMENTS PROH I BITED..................................................................................................................9 4. ALL WRITINGS CONTAINED HEREIN.................................................................................................................9 5. AMENDMENTS..............................................................................................................................................10 6. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, ALSO REFERRED TO AS THE "ADA" 28 CFR PART 35 .............................................................................................................................................................10 7. ASSIGNMENT.................................................................................................................................................10 8. ATTORNEYS' FEES..........................................................................................................................................10 9. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION.................................................................................10 10. CONFLICT OF INTEREST..................................................................................................................................10 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.............................................................................................................12 18. LAWS.............................................................................................................................................................13 19. LICENSING, ACCREDITATION AND REGISTRATION.........................................................................................13 20. LIMITATION OF AUTHORITY..........................................................................................................................13 21. NONDISCRIMINATION...................................................................................................................................13 22. PAY EQUITY....................................................................................................................................................14 23. POLITICAL ACTIVITIES....................................................................................................................................14 24. PUBLICITY......................................................................................................................................................14 25. RECAPTURE....................................................................................................................................................14 26. RECORDS MAINTENANCE..............................................................................................................................14 27. REGISTRATION WITH DEPARTMENT OF REVENUE.........................................................................................15 28. RIGHT OF INSPECTION...................................................................................................................................15 29. SAVINGS........................................................................................................................................................15 Page 2 of 21 Docusign Envelope ID: 5D28407D-485D-44ED-BE5A-BD39F53E81 EO ,s W 'V9 I as ri uno S, t a to 30. SEVERABILITY.................................................................................................................................................15 31. SITE SECURITY................................................................................................................................................15 32. SUBGRANTING/SUBCONTRACTING 33. ...............................................................................................................15 SURVIVAL.......................................................................................................................................................16 34. TAXES......... 35. TERMINATION FOR CAUSE .............................................................................................................................16 36. TERMINATION FOR CONVENIENCE 37. ................................................................................................................16 TERMINATION PROCEDURES .........................................................................................................................16 38. TREATMENT OF ASSETS .................................................................................................................................17 39. WAIVER.........................................................................................................................................................18 ATTACHMENTA: SCOPE OF WORK .......................................................................................................................19 ATTACHMENTB: BUDGET.................................................................................................................................... 21 Page 3 of 21 Docusign Envelope ID: 5D28407D-485D-44ED-BE5A-BD39F53E81 EO washiric 'tate of 41, Co meree 1. Grantee GRANT, COUNTY OF PO BOX 37 EPHRATA, WA 98823-0037 3. Grantee Representative SuziFode Director sfode@grantcountywa.gov (509) 764-8402 Face Sheet Grant Number: S25-31108.;022 Washington State Department of Commerce Community Services Division Office of Crime Victims Advocacy SFY 2025 Domestic Violence Legal Advocacy Grant Program 2. Grantee Doing Busine—ss-- As (as applicable) New Hope 4. COMMERCE Representative Jodine Honeysett Section Manager (360) 725-2876 jodine.honeysett@commerce.wa.go v 5. Grant Amount 6. Funding Source— 7. Start Date $237247.00 Federal: El State: FX] Other: 0 N/A: 0 07/01/2024 9. Federal Funds (as applicable) Federal Agency: ALN N/A N/A N/A 10. SWV # 11. UBI # 12. UEI # 13. Indirect Rate SWV0002426-17 132001884 ZL6WM26K8KR5 N/A 13. Grant Purpose To provide funding in support of the Domestic Violence Legal Advocacy program that ensures victims, interests are represented and their rights upheld within -the criminal and civil justice systems. 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; and Grantee's Application for funding. FOR GRANTEE I -FOR COMMERCE PO Box 42525 98504-8304 1011 Plum Street SE Olympia WA 98501 8. End Date 06/30/2025 Tara E. Dieng Name, Title Signature Date 0 Approved aS to form, 4­0� Deputy Prosecuting Attorney Date: VON& Cindy Guertin -Anderson, Assistant Director Date APPROVED AS TO FORM ONLY BY ASSISTANT ATTORNEY GENERAL APPROVAL ON FILE Page 4 of 21 Docusign Envelope ID: 5D28407D-485D-44ED-BE5A-BD39F53E81 EO 0ce-mnit ofJW cornnlm�e, Special Terms and Conditions 1. BILLING PROCEDURES AND PAYMENT COMMERCE will pay Grantee upon acceptance of services provided and receipt ofro erl completed invoices, which shall be submitted to the Representative for COM p p y p COMMERCE not more often than monthly nor less than quarterly. Invoices shall be submitted via the Commerce Contract Management System (CMS), which is Washington (SAW) portal available through the Secure Access ) . 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 y p e work performed, the progress of the project, and fees. The invoice shall include the Grant Number: S25-31108-022. Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after designated receipt of properly completed invoices. Payment shall be sent to the addressby the y Grantee. COMMERCE may, in its sole discretion, terminate the Grant or withhold payments claimed b the Grantee for services rendered if the Grantee fails to satisfactorilycomply with an y of this Grant. p y y term or condition No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall be made by COMMERCE. g 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 willrovide notification of the end of fiscal year due date. p The Grantee must invoice for all expenses from the beginning of the Grant through June 30 regardless of the Grant start and end date. g ' 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 b its own organization or that of its subgrantees. y COMMERCE may, in its sole discretion, withhold ten percent (10%) from each payment until acceptance by COMMERCE of the final report or completion of the project, y ( p p oject, etc.). 2. COMPENSATION COMMERCE shall pay an amount not to exceed $23,247.00 for the performance of all things necessary for or incidental to the performance of work as set forth in Attachment — r A Scope of Work. Grantee's compensation for services rendered shall be based on the terms of the Scope of Work and in accordance with Attachment B — Budget. Transfer of funds between line item budget categories must be 9 g approved by the Office of Crime Victims Advocacy (OCVA) program staff. A cumulative amount of these transfers exceeding et shall be ten (10 ) percent of the total program bud subject ject to justification and negotiation between the Grantee and OCVA, including approval from the Grantee's signature authority and the relevant OCVA Section Manager. Payment will be on a reimbursement basis only. Page 5 of 21 Docusign Envelope ID: 5D28407D-485D-44ED-BE5A-BD39F53E81 E0 iV`VdsJh[rqk.r ' State, 'r-nient of Depa rte" 01M' 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: htt s:Hofm.wa. ov/sites/default/filed ublic/resources/travel/colorma df. 3. FRAUD AND OTHER LOSS REPORTING Grantee shall report in writing all known or suspected fraud or other loss of any funds or otherro ert p p Y furnished under this Grant 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 contacterson for all communications and billings regarding the performance of this Grant. p 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 granteriod COMMERCE may, by written notification to the Grantee and without notice to a p 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 thearties. An oral understandings and agreements not incorporated herein unless mad p y e 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 rantperiod, COMMERCE may analyze grant expenditures as a proportion of the r g p p 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 otherrantees for the provision of eligible program activities. g 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 an claims suits actions q Y ,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 an insurance cancellation, non -renewal or modification. Y The Grantee shall submit to COMMERCE within fifteen (15) calendar days of a written request b COMMERCE, a certificate of insurance which outlines the coverage q Y g 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 policyrequired 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, g, Page 6 of 21 Docusign Envelope ID: 5D28407D-485D-44ED-BE5A-BD39F53E81 EO ePle.":fTlent of (Jill 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 LiabilityInsurance 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 g insurance coverage for the activities arising out of sub rants. q 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 g g 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/liabilityP ool 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 b : 1 p g y )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. The Grantee shall submit data quarterly in the InfoNet data collection system, relative to thep rovision of domestic violence legal advocacy services. Report data will be due in InfoNet no later than the fifteenth day following the end of each quarter. 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(s). Procedures shall include: only authorized staff are provided access to the InfoNet data and files; Page 7 of 21 Docusign Envelope ID: 5D28407D-485D-44ED-BE5A-BD39F53E81 EO C011-11yieree • 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 appropriate OCVA Program Coordinator for this Grant when an employee is no longer authorized to access the InfoNet system. 8. REQUIREMENT TO REPORT BREACH OF PERSONALLY IDENTIFIABLE INFORMATION The Grantee must have written procedures in place to respond in the event of an actual or imminent breach of personally identifiable information (as defined in RCW's 70.123.076, 5.60.060, and 70.123.075) if Grantee creates, collects, uses, processes, stores, maintains, disseminates, discloses, or disposes of personally identifiable information within the scope of a DVLA grant -funded program or activity. The Grantee's breach procedures must include a requirement to report actual or imminent breach of personally identifiable information to the authorized representative identified on the Face Sheet of this Grant no later than twenty-four (24) hours after an occurrence of an actual breach, or the detection of an imminent breach. 9. 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. 10. ORDER OF PRECEDENCE In the event of an inconsistency in this Grant, the inconsistency shall be resolved byivin precedence in the following order: g g • 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 • SFY 2025 Domestic Violence Legal Advocacy Grant Program Application for Funding as submitted and approved by COMMERCE Page 8 of 21 Docusign Envelope ID: 5D28407D-485D-44ED-BE5A-BD39F53E81 EO 9 Vlvla s ' ng-.url. StaLe 'C011-mleree 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 a agents of the g 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/subcontractors 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. g I. "Vendor" is an entity that agrees to provide the amount and kind of services requested b COMMERCE, provides services under the grant onlyto those beneficiaries y ies individually determined to be eligible by COMMERCE and, provides services on a fee-for-service orpram er- unit basis with contractual penalties if the entity fails to meet program performance p g p mance 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 p g com ute p r 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, exist or to bind any of oral or otherwise, regarding the subject matter of this Grant shall be deemed to the parties hereto. Page 9 of 21 Docusign Envelope ID: 5D28407D-485D-44ED-BE5A-BD39F53E81 EO INIftpe-nnimt Of 40W Coll 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 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 twenty-four (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. 10. CONFLICT OF INTEREST Grantee must maintain and comply with written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award and administration of grants or contracts. Grantee must comply with the following minimum requirements: A. No employee, officer, or agent may participate in the selection, award, or administration of a Grant if he or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or Page 10 of 21 Docusign Envelope ID: 5D28407D-485D-44ED-BE5A-BD39F53E81 EO ,€, r k S ty 'Pa"IT01t (if so conwe*rcc her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a Grant. The officers, employees, and agents of the Grantee may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts and must comply with RCW 39.26.020. However, Grantee may set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. The standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the Grantee. B. If the Grantee has a parent, affiliate, or subsidiary organization that is not a state, local government, or federally recognized tribe, the Grantee must also maintain written standards of conduct covering organizational conflicts of interest. Organizational conflicts of interest means that because of relationships with a parent company, affiliate, or subsidiary organization, the Grantee is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization. 11. COPYRIGHT Unless otherwise provided, all Materials produced under this Grant shall be considered "works for hire as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be considered the author of such Materials. In the event the Materials are not considered "works for hire" under the U.S. Copyright laws, the Grantee hereby irrevocably assigns all right, title, and interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to COMMERCE effective from the moment of creation of such Materials. "Materials" means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability to transfer these rights. For Materials that are delivered under the Grant; but that incorporate pre-existing materials not produced under the Grant, the Grantee hereby grants to COMMERCE a nonexclusive, royalty -free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The Grantee warrants and represents that the Grantee has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to COMMERCE. The Grantee shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials furnished under this Grant, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Grant. The Grantee shall provide COMMERCE with prompt written notice of each notice or claim of infringement received by the Grantee with respect to any Materials delivered under this Grant. COMMERCE shall have the right to modify or remove any restrictive markings placed upon the Materials by the Grantee. 12. DISPUTES Except as otherwise provided in this Grant, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Director of COMMERCE, who may designate a neutral person to decide the dispute. The request for a dispute hearing must: • be in writing; • state the disputed issues; • state the relative positions of the parties; • state the Grantee's name, address, and 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. Page 11 of 21 Docusign Envelope ID: 5D28407D-485D-44ED-BE5A-BD39F53E81 EO t 4 VVa: hing,, r State 1 040 Coll kI(aq Co r 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 LAIN 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/subcontractor 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 subcontractors, 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. 17. INDUSTRIAL INSURANCE COVERAGE The Grantee shall comply with all applicable provisions of Title 51 RCW. 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 Page 12 of 21 Docusign Envelope ID: 5D28407D-485D-44ED-BE5A-BD39F53E81 EO I'Va sI'h rig-.un State , D. V-f-lu it of 0 .� T } 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 p p pp authority to alter, amend, modify, or waive any clause or condition of this Grant. Furthermore, any alteration P 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. NONDISCRIMINATION A. Nondiscrimination Requirement. During the performance of this Agreement, the Grantee, including any subcontractor, shall comply with all federal, state, and local nondiscrimination laws, regulations and policies, this shall include but not be limited to the following: GRANTEE, including any subcontractor, shall not discriminate on the bases enumerated at RCW 49.60.530 (3). In addifiion, Grantee, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which Grantee, or subcontractor, has a collective bargaining or other agreement. The funds provided under this Agreement shall 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 Agreement. B. Obligation to Cooperate. Grantee, including any subcontractor, shall cooperate and comp) with any Washington state agency investigation regarding an allegation that G y g 9 Y 9 GRANTEE, including any subcontractor, has engaged in discrimination prohibited by this Agreement pursuant to RCW 49.60.530(3). C. Default. Notwithstanding any provision to the contrary, COMMERCE may suspend y p Grantee, including any subcontractor, upon notice of a failure to participate and cooperate with an state agency investigation into alleged discrimination prohibited b this Gr y p y ant, pursuant to RCW 49.60.530(3). Any such suspension will remain in place until COMMERCE receives notification that Grantee, including any subcontractor, is cooperating with the investigating state agency. In the event Grantee, or subcontractor, is determined to have :engaged in discrimination identified at RCW 49.60.530(3), COMMERCE may terminate this Agreement in whole or in part, and Grantee, subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200. Grantee or subcontractor may be given a reasonable time in which to cure this noncompliance, including implementing conditions consistent with any court-ordered injunctive relief or settlement agreement. D. Remedies for Breach. Notwithstanding any provision to the contrary, in the event of Agreement termination or suspension for engaging in discrimination, GRANTEE, subcontractor, or both, shall be liable for Grant 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 direct) related to the replacement Grant, e.g., cost of the competitive bidding, mailing, adv y p g, g, ertising and staff time, which damages are distinct from any penalties imposed under Chapter 49.60, RCW. GRANTEE may also be required to repay grant funds pursuant to Section 25 (Recapture) of the General Terms & Conditions if the Agreement is terminated based on a violation of the nondiscrimination requirement. COMMERCE shall have the right to deduct from any monies due to GRANTEE or subcontractor, or that thereafter become due, an amount for damages GRANTEE or subcontractor will owe COMMERCE for default under this provision. Page 13 of 21 Docusign Envelope ID: 5D28407D-485D-44ED-BE5A-BD39F53E81 EO Nashrq-uns State 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,'Y and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed; B. Grantee may allow differentials in compensation for its workers if the differentials are based in good faith and on any of the following: i, A seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation levels. ii. A bona fide job-related factor or factors may include, but not be limited to, education, training, or experience that is: Consistent with business necessity; not based on or derived from a gender-based differential; and accounts for the entire differential. iii. A bona fide regional difference in compensation level must be: Consistent with business necessity, not based on or derived from a gender-based differential; and account for the entire differential. This Grant may be terminated by the Department, if the Department or the Department of Enter rise Services determines that the Grantee is not in compliance with this provision. p p 23. POLITICAL ACTIVITIES Political activities 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 candidacyof 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 timeeriod y p h funds from payments specified by COMMERCE. In the alternative, COMMERCE may recapture such p 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 finalpaY ment. At no additional cost, these records, including materials generated under the Grant, shall be subject at Y all reasonable times to inspection, review or audit b COMMERCE, person J nel duly authorized by Page 14 of 21 Docusign Envelope ID: 5D28407D-485D-44ED-BE5A-BD39F53E81 EO D a-?. of mg- Commerce COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 27. REGISTRATION WITH DEPARTMENT OF REVENUE If required by law, the Grantee shall complete registration with the Washington State Department of Revenue. 28. RIGHT OF INSPECTION The Grantee shall provide right of access to its facilities to COMMERCE, or any of its officers, or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Grant. 29. SAVINGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Grant and prior to normal completion, COMMERCE may suspend or terminate the Grant under the "Termination for Convenience" clause, without the ten (10) 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/subcontractors 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 subgrantee/subcontracting, the Grantee shall maintain written procedures related to subcontracting, as well as copies of all subgrants/subcontracts 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 subgrangting/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 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. Page 15 of 21 Docusign Envelope ID: 5D28407D-485D-44ED-BE5A-BD39F53E81 EO Mq1t Wash rig State ornmerce 33. SURVIVAL The terms, conditions, and warranties contained in this Grant that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Grant shall so survive. 34. TAXES All payments accrued on account of payroll taxes, unemployment contributions, the Grantee's income or gross receipts, any other taxes, insurance or expenses for the Grantee or its staff shall be the sole responsibility of the Grantee. 35. TERMINATION FOR CAUSE In the event COMMERCE determines the Grantee has failed to comply with the conditions of this Grant in a timely manner, COMMERCE has the right to suspend or terminate this Grant. Before suspending or terminating the Grant, COMMERCE shall notify the Grantee in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days, the Grant may be terminated or suspended. In the event of termination or suspension, the Grantee shall be liable for damages as authorized b law including, but not limited to, any cost difference between the original Grant and t Y g he replacement or cover Grant and all administrative costs directly related to the replacement Grant, e.g., cost of the competitive bidding, mailing, advertising and staff time. COMMERCE reserves the right to suspend all or part of the Grant, withhold further payments, or prohibit the Grantee from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Grantee or a decision by COMMERCE to terminate the Grant. A termination shall be deemed a "Termination for Convenience" if it is determined that the Grantee: (1) was not in default; or (2) failure to perform was outside of his or her control, fault or negligence. The rights and remedies of COMMERCE provided in this Grant are not exclusive and are, in addition to any other rights and remedies, provided by law. 36. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Grant, COMMERCE may, by ten (10) business days' written notice, beginning on the second day after the mailing, terminate this Grant, in whole or in part. If this Grant is so terminated, COMMERCE shall be liable only for payment required under the terms of this Grant for services rendered or goods delivered prior to the effective date of termination. 37. TERMINATION PROCEDURES Upon termination of this Grant, COMMERCE, in addition to any other rights provided in this Grantt, 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) partial) completed work and services, (iii) other property or services that are accepted b Y p y 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 meaningof the "Disputes" g 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. Y 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. Page 16 of 21 Docusign Envelope ID: 5D28407D-485D-44ED-BE5A-BD39F53E81 EO $44 Wa- girl : rl StaLe C01,11nieree 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 b the Authorized Representative, all of the rights, title, and interest of the Granteey 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 subgrants/subcontracts, with the approval or ratification of the Authorized Representative to the extent the Authorized Representative may require, which approval or ratification shall be final for all the purposes of this clause; E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by the Authorized Representative any property which, if the Grant had been completed, would have been required to be furnished to COMMERCE; F. Complete performance of such part of the work as shall not have been terminated by the Authorized Representative; and G. Take such action as may be necessary, or as the Authorized Representative may direct, for the protection and preservation of the property related to this Grant, which is in the possession of the Grantee and in which COMMERCE has or may acquire an interest. 38. TREATMENT OF ASSETS Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property furnished by the Grantee, for the cost of which the Grantee is entitled to be reimbursed as a direct item of cost under this Grant, shall pass to and vest in COMMERCE upon delivery of such property by the Grantee. Title to other property, the cost of which is reimbursable to the Gra 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 immediate) notify COMMERCE and shall take all reasonable steps to protect the property y damage. p p p perty from further 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. g Page 17 of 21 Docusign Envelope ID: 5D28407D-485D-44ED-BE5A-BD39F53E81 EO -'-w MsMaig'.un State, 40. ,h a wi3ret t a � o fornmerce 39. WAIVE R 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 18 of 21 Docusign Envelope ID: 5D28407D-485D-44ED-BE5A-BD39F53E81 EO MS it 0epact ent of Attachment A: Scope of Work New Hope shall furnish goods and services necessary to accomplish the activities under the SFY 2025 Domestic Violence Legal Advocacy Grant Program 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 SFY 2025 Domestic Violence Legal Advocacy Grant Program funding application. Funding from this Grant must be used to support the Grantee's domestic violence legal advocacy program to ensure assistance is available to support a victim's recovery. Grantee must ensure that activities funded under this Grant program are provided to victims/survivors of both intimate partner and non -intimate partner domestic violence and are available during Grantee's regular business hours. Activities shall include, but not be limited to: • active advocacy on behalf of the client; • courtroom/hearing support and preparation for the courtroom; • assistance with safety planning; • legal education for a client on specific issues; • assistance in procuring protection/no-contact/restraining/anti-harassment orders; • assistance in gathering information for divorce/separation and/or child custody/visitation/parenting plans; and • referrals to other agencies which can provide information or assistance to the client. The legal advocate shall have a background in both domestic violence and legal or court -based activities. Grantee must comply with the provision of services to domestic violence clients as described in WAC 388- 61A-1015. The Grantee shall document in the individual's personnel file and record in InfoNet all training that the legal advocate has received in accordance with WAC 388-61 A-1080. Funding from this Grant cannot be used for legal representation. CLIENT RECORDS Grantee shall maintain a written file for clients who are served pursuant to this Grant and records must comply with standards found in WAC 388-61A-1060. At a minimum, files shall: • include an intake that clearly demonstrates each client's eligibility for domestic violence services; • be brief in documenting the advocacy services provided to the client if written documentation of services is also maintained in the client file; • document only sufficient information to identify the service provided, and not include any references to client feelings, emotional or psychological assessments, diagnoses, or similar subjective observations or judgments (documentation shall not include any direct quotes from the client); and • include copies of all required releases and client notices. Page 19 of 21 Docusign Envelope ID: 5D28407D-485D-44ED-BE5A-BD39F53E81 EO De-pa-tm-ant Of DATA REQUIREMENTS 1. Grantees will submit quarterly reports on SFY 2025 Domestic Violence Legal Advocacy Grant Program 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 (October 15, 2024; January 15, 2025; April 15, 2025; and with final invoice). DELIVERABLES 1. Services — As detailed above 2. Reports — As described in Special Terms and Conditions 3. Invoices — Must be submitted at least quarterly and as described in Special Terms and Conditions PERFORMANCE MEASURES Provision of the deliverables listed above will be measured using the following performance measures: T. 90% of required reports will be submitted on time 2. 100% of required audits will be completed on time Page 20 of 21 Docusign Envelope ID: 5D28407D-485D-44ED-BE5A-BD39F53E81 EO *,Al$Vi t a . I r i g - 5 Sta Le Df,.Ittt Of 440 C0111DICTICe Attachment B: Budget Budget Total Salaries $12,55 1.00 Benefits $71425.00 Goods and Services $3,271.00 Total $23,247.00 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 htt s://ofm.wa. ov/sites/default/files/ ublic/raesources/`travel/colorma df. Any purchase over $5,000 must be pre -approved by COMMERCE. Page 21 of 21 Electronic Record and Signature Disclosure created on: 8/11/2020 4:44:12 PM Parties agreed to: Tara E. Dieng 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 willp rovide 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 ofY ou 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 haveg iven us. Thus, you can receive all the disclosures and notices electronically or in paper format through g 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, Y 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 Y through our account preferences. g 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: ht s:Hsu ort.docusi .coni/ uides/si ner- uide- si nin -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 Electronic 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.