HomeMy WebLinkAboutAgreements/Contracts - New Hope DV/SAK25-300
/S-,
GRANT 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
. n/a
CONTACT PERSON ATTENDING ROUNDTABLE.
CONFIDENTIAL INFORMATION: []YES El NO
DATE: 12.23.25
PHONE:509.764.8402
RAN
®Agreement / Contract DAP Vouchers
E]Appointment / Reappointment DARPA Related
El Bids / RFPs / Quotes Award DBid Opening Scheduled
E]Boards / Committees El Budget
ElComputer Related DCounty Code
E]Emergency Purchase D Employee Rel.
7 Facilities Related ElFinancial
El Funds 1:1 Hearing
0 Invoices / Purchase Orders 7Grants — Fed/State/County
71-eases EI MOA / MOU
[J Minutes 70rdinances
E]Out of State Travel El Petty Cash
El Policies El Proclamations
El Request for Purchase 1:1 Resolution
El Recommendation El Professional Serv/Consultant
D Support Letter F-]Surplus Req.
[:]Tax Levies ElThank You's
E]Tax Title Property E1WSLCB
Request permission for Suzi Fode to Docu-Sign Contract #26-47YLP-030 with Department
of Commerce for the Youth Homelessness Demonstration Project -Youth Lead grant.
Period of grant is November -December 2025 in the amount of $5,600.
If necessary, was this document reviewed by accounting? 0 YES 1:1 NO 1* N/A
If necessary, was this document reviewed by legal? W YES El NO 1:1 N/A
DATE OF ACTION: la.1:2s "
APPROVE- DENIED ABSTAIN
D1: C'y5C__u
D2-
D3- �k
DEFERRED OR CONTINUED TO -
WITHDRAWN:
RECEIVED
DFC 18 20^`
4/23/24 GRANT COUNTY COMMISSIONERS
El i
Washington State
Department of
V44 9 Commerct
0
Federal Interagency Agreement with
For
Grant County — New Hope
through
HOUSing Division
( A1ice of VI orne less N'o uith
Contract Number:
26-47YLP-030
Youth Homelessness Demonstration Program (YHDP)
Support Services Only (SSO) —Youth Lead Project
Dated: Saturday, November 1, 2025
Washlrig.w Mate
Depaf-unent of
0commerce
Table of Contents
TABLEOF CONTENTS 000000000•o•....000000ae0000•000000000aoo•oo.o■0000......00e000......e0000000•.000000.............000•00000eoo......00000s00000.......00000...2
FACESHEET oe00000000e0000000000aoo......o•000ea00000......0000esoo•000......ea0000............000000......000aoo...................................................... 3
SPECIAL TERMS AND CONDITIONS 000.00.0000000..0000.0000.......o....o..o.000.......a00000......o.000s000s..000000....00.................................4
1.
AUTHORITY......................................................................................................................................................4
2.
ACKNOWLEDGEMENT OF FEDERAL FUNDING.................................................................................................4
3.
CONTRACT MANAGEMENT.............................................................................................................................4
4.
COMPENSATION.......................................................................................................................................*.......4
5.
SUBCONTRACTOR DATA COLLECTION.............................................................................................................4
6.
INDIRECT COSTS..............................................................................................................................................5
7.
BILLING PROCEDURES AND PAYMENT.............................................................................................................5
8.
AUDIT..............................................................................................................................................................6
9.
FRAUD AND OTHER LOSS REPORTING.............................................................................................................6
10.
DEBARMENT...............................................................................................................................................6
11.
INSURANCE.................................................................................................................................................7
12.
ORDER OF PRECEDENCE..............................................................................................................................7
GENERAL TERMS AND CONDITIONS ..00s00000ae00000.e..e.00.00.00.oe000000.aoe000.........o.............................................00aoa............8
1.
DEFINITIONS....................................................................................................................................................8
2.
ALL WRITINGS CONTAINED HEREIN.................................................................................................................8
3.
AMENDMENTS................................................................................................................................................9
4.
ASSIGNMENT...................................................................................................................................................9
5.
CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION...........................................................................9
6.
COPYRIGHT......................................................................................................................................................9
7.
DISPUTES.......................................................................................................................................................10
8.
GOVERNING LAW AND VENUE......................................................................................................................10
9.
INDEMNIFICATION........................................................................................................................................10
10.
LICENSING, ACCREDITATION AND REGISTRATION....................................................................................10
11.
RECAPTURE...............................................................................................................................................10
12.
RECORDS MAINTENANCE.........................................................................................................................10
13.
SAVINGS....................................................................................................................................................10
14.
SEVERABILITY............................................................................................................................................10
15.
SUBCONTRACTING....................................................................................................................................10
16.
SURVIVAL..................................................................................................................................................11
17.
TERMINATION FOR CAUSE........................................................................................................................11
18.
TERMINATION FOR CONVENIENCE...........................................................................................................11
19.
TERMINATION PROCEDURES....................................................................................................................11
20.
TREATMENT OF ASSETS............................................................................................................................12
21.
WAIVER.....................................................................................................................................................12
ATTACHMENT A: SCOPE OF WORK .............. sea*@ 000nem0000000000000 13
GRANTTOTAL: $5,600 000000...00.sa0000eo.000000......000a0000000e0000000000e..00000000s00000000.e00000.00000000e000eoa000...................00000...... 13
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Research & Development: ❑ Yes ® No
Face Sheet
Contract Number: 26-47YLP-030
Housing Division, Office of Homeless Youth ®Subrecipient
YHDP SSO, Youth Lead Project ❑Contractor
1. Contractor
2. Contractor Doing Business As (as applicable)
Grant County
New Hope
PO Box 37
Ephrata, WA 98823-0037
3. Contractor Representative
4. COMMERCE Representative
Suzi Fode
Karen Danz 1011 Plum Street SE
Director, New Hope
Commerce Specialist Olympia, WA 98504
509-764-8402
360-725-2976
sfode@grantcountywa.,gov
karen.danz(cb-commerce.wa.gov
5. Contract Amount
6. Funding Source
7. Start Date
8. End Date
$51600
Federal: ® State: ® Other: ❑ NIA: ❑
11 /1 /2025
12/31 /25
9. Federal Funds (as applicable) Federal Agency: ALN Indirect Rate
$4, 500 HUD 14.276
10.Tax ID#
11.SWV#
12.UB1#
13.UEl#
91-6001319
SWV0002426-17
132-001-884
ZL6WM26K8KR5
14. Award Method NOFO/RFX # Proviso #
❑ Non -Competitive 20-46301-004 N/A
® Competitive
15. Contract Purpose
Provide supportive services that result in permanent housing for young people who are experiencing homelessness as
described in the Scope of Work (Attachment A).
COMMERCE, defined as the Department of Commerce, and the Contractor, as defined above, acknowledge and accept the terms of this
Contract and Attachments and have executed this Contract on the date below and warrant they are authorized to bind their respective
agencies. The rights and obligations of both parties to this Contract are governed by this Contract and the following other documents
incorporated by reference: Contractor Terms and Conditions including Attachment "A" — Scope of Work, Attachment "B" — Budget, and
Attachment "C" — OHY Program Guidelines.
FOR CONTRACTOR
FOR COMMERCE
Name, Title
Tedd Kelleher, Acting Housing Division Assist Director
Signature
Date
Date
APPROVED AS TO FORM ONLY
BY ASSISTANT ATTORNEY GENERAL
APPROVAL ON FILE
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1411110 Commerce
Special Terms and Conditions
1. AUTHORITY
COMMERCE and Grantee enter into this Contract pursuant to the authority granted by the Interlocal Cooperation
Act, Chapter 39.34 RCW.
2. ACKNOWLEDGEMENT OF FEDERAL FUNDING
Federal Award Date: 7/25/2025
Federal Award Identification Number (FAIN): WA0487YOT02403
Federal Awarding Agency: Housing and Urban Development (HUD)
Total amount of federal funds obligated to this Subrecipient for this program: $4,500
Total amount of federal funds obligated to this Subrecipient for all programs: $4,500
Awarding official: Joe Nguyen, Director (360) 725-4021
Unless otherwise specifically authorized herein, the budget period start and end dates shall be the same as the
start and end dates on the Face Sheet.
The Grantee agrees that any publications (written, visual, or sound) but excluding press releases, newsletters,
and issue analyses, issued by the Grantee describing programs or projects funded in whole or in part with federal
funds under this Contract, shall contain the following statements:
"This project was supported by Grant No. 26-47YLP-030 awarded by US Department of Housing and Urban
Development. Points of view in this document are those of the author and do not necessarily represent the
official position or policies of the US Department of Housing and Urban Development. Grant funds are
administered by the Office of Homeless Youth, Housing Division, Washington State Department of
Commerce."
3. CONTRACT MANAGEMENT
The Representative for each of the parties shall be responsible for and shall be the contact person for all
communications and billings regarding the performance of this Contract.
The Representative for COMMERCE and their contact information are identified on the Face Sheet of this
Contract.
The Representative for the Contractor and their contact information are identified on the Face Sheet of this
Contract.
4. COMPENSATION
COMMERCE shall pay an amount not to exceed $5,600 for the performance of all things necessary for or
incidental to the performance of work as set forth in the Scope of Work. Contractor's compensation for
services rendered shall be based on the terms of the Scope of Work and Budget.
EXPENSES
Contractor shall receive reimbursement for approved expenses as identified below or as authorized in
advance by COMMERCE as reimbursable. The maximum amount to be paid to the Contractor for
authorized expenses shall not exceed $5,600, which amount is included in the Contract total above.
If travel is required to complete the scope of work and approved in advance in writing, reimbursable
travel expenses may include airfare (economy or coach class only), other transportation, lodging, and
food necessary during periods of required travel. Contractor 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
ment
Travel Regulations.
5. SUBCONTRACTOR DATA COLLECTION
Contractor will submit reports, in a form and format to be provided by Commerce and at intervals as agreed by
the parties, regarding work under this Contract performed by subcontractors and the portion of Contract funds
expended for work performed by subcontractors, including but not necessarily limited to minority -owned, woman -
owned, and veteran -owned business subcontractors. "Subcontractors" shall mean subcontractors of any tier.
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6. INDIRECT COSTS
Contractor shall provide their indirect cost rate that has been negotiated between their entity and the federal
government. If no such rate exists a de minimis indirect cost rate of up to 15% of Modified Total Direct Costs
(MTDC) may be used.
7. BILLING PROCEDURES AND PAYMENT
COMMERCE will pay Contractor upon acceptance of deliverables or services provided and receipt of
properly completed invoices, which shall be submitted to COMMERCE via the Contracts Management
System (CMS).
The invoices shall describe and document, to COMMERCE's satisfaction, a description of the work
performed, the progress of the project, and any expenses to be reimbursed. The invoice shall include
Contract Number 26-47YLP-030.
If applicable, Contractor must also include attachments that describe and document, to COMMERCE's
satisfaction, a detailed description of the work performed, progress of the project, and/or receipts or other
proof of payment. Except for approved indirect costs, if any, or as otherwise authorized by COMMERCE in
writing, a receipt must accompany every expense in the amount of $50.00 or more to receive
reimbursement. COMMERCE may request additional documentation at any time.
Any expense reimbursed under this Contract which is later determined to be unallowable must be repaid
according to the terms COMMERCE provides.
Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after receipt
of properly completed invoices. Payment shall be made electronically utilizing Contractor's Statewide
Vendor (SWV) number.
COMMERCE may, in its sole discretion, terminate this Contract or withhold payments if the Contractor fails
to satisfactorily comply with any term or condition of this Contract.
No payments in advance or in anticipation of services or supplies to be provided under this Agreement
shall be made by COMMERCE. No payments in advance of or in anticipation of any expense reimbursable
under this Contract shall be made by COMMERCE
If subgranting and/or subcontracting is authorized by COMMERCE, all Subgrantee/Subcontractor
payments are reimbursable expenses within the meaning of this Agreement. Contractor must have, and
may be required to demonstrate, the means to pay each and every Subgrantee/Subcontractor. Failure to
pay Subgrantees/Subcontractors as agreed may result in suspension or termination of this Contract.
Invoices and End of Fiscal Year
Invoices are due on the 20th of the month following the provision of services.
Final invoices for a state fiscal year may be due sooner than the 20th and Commerce will provide
notification of the end of fiscal year due date.
The Contractor must invoice for all expenses from the beginning of the Contract through June 30,
regardless of the Contract start and end date.
Duplication of Billed Costs
The Contractor shall not bill COMMERCE for services performed under this Agreement, and COMMERCE
shall not pay the Contractor, if the Contractor is entitled to payment or has been or will be paid by any other
source, including grants, for that service.
Disallowed Costs
The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization
or that of its subgrantees.
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Unless otherwise authorized by COMMERCE in writing, reimbursable payroll costs shall not include
employee overtime nor bonus pay.
COMMERCE may, in its sole discretion, withhold ten percent (10%) from each payment until acceptance
by COMMERCE of the final report (or completion of the project, etc.).
8. AUDIT
If the Grantee expends $1,000,000 or more in federal awards as a Subrecipient from any and all sources in a
fiscal year, the Grantee shall procure and pay for a single audit or a program -specific audit for that fiscal year in
accordance with 2 CFR 200 Subpart F. In accordance with 2 CFR 200.501(h), for -profit Subrecipients expending
$1,000,000 or more in federal awards in a fiscal year are also required to procure and pay for a single audit or
program -specific audit for that fiscal year.
Upon completion of each audit Grantee shall send all audit documentation to the Federal Audit Clearin_ house.
If the Grantee expends less than $1,000,000 in federal awards as a Subrecipient from any and all sources in a
fiscal year the Grantee shall notify COMMERCE they did not meet the audit requirement threshold within 30
calendar days of the end of that fiscal year.
9. FRAUD AND OTHER LOSS REPORTING
Contractor shall report in writing all known or suspected fraud or other loss of any funds or other property
furnished under this Contract immediately or as soon as practicable to the Commerce Representative identified
on the Face Sheet.
10. DEBARMENT
A. Grantee, defined as the primary participant and it principals, certifies by signing these General Terms
and Conditions that to the best of its knowledge and belief that they:
i. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any Federal department or agency.
ii. Have not within a three-year period preceding this Grant, been convicted of or had a civil
judgment rendered against them for commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a public or private agreement or transaction,
violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements, tax evasion, receiving
stolen property, making false claims, or obstruction of justice;
iii. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity
(Federal, State, or local) with commission of any of the offenses enumerated in paragraph
(1)(b) of federal Executive Order 12549; and
iv. Have not within a three-year period preceding the signing of this Grant had one or more public
transactions (Federal, State, or local) terminated for cause of default.
B. Where the Grantee is unable to certify to any of the statements in this Grant, the Grantee shall attach
an explanation to this Grant.
C. The Grantee agrees by signing this Grant that it shall not knowingly enter into any lower tier covered
transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from
participation in this covered transaction, unless authorized by COMMERCE.
D. The Grantee further agrees by signing this Grant that it will include the clause titled "Certification
Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered
Transaction," as follows, without modification, in all lower tier covered transactions and in all
solicitations for lower tier covered transactions:
LOWER TIER COVERED TRANSACTIONS
i. The lower tier Grantee certifies, by signing this Grant that neither it nor its principals is
presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from participation in this transaction by any Federal department or agency.
ii. Where the lower tier Grantee is unable to certify to any of the statements in this Grant, such
contractor shall attach an explanation to this Grant.
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E. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction,
person, primary covered transaction, principal, and voluntarily excluded, as used in this section,
have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive
Order 12549. Grantee may contact COMMERCE for assistance in obtaining a copy of these
regulations.
11. INSURANCE
Each party certifies that it is self -insured under the State's or local government self-insurance liability program,
and shall be responsible for losses for which it is found liable.
Grantee shall provide COMMERCE upon written request by COMMERCE, a summary of coverages and a letter
of self-insurance, evidencing continued coverage under Grantee's self-insured/liability pool or self -insured risk
management program.
Cyber Liability Insurance: The Contractor shall maintain Cyber Liability Insurance. The Contractor shall
maintain minimum limits of no less than $1,000,000 per occurrence to cover all activities by the Contractor and
licensed staff employed or under contract to the Contractor. The state of Washington, its agents, officers, and
employees need not be named as additional insureds under this policy.
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, $2,000,000 general aggregate, 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.
Fidelity Insurance. Every officer, director, employee, or agent who is authorized to act on behalf of the Grantee
for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks,
or other instruments of payment for program costs shall be insured to provide protection against loss:
A. The amount of fidelity coverage secured pursuant to this Grant shall be $100,000 or the highest of planned
reimbursement for the Grant period, whichever is lowest. Fidelity insurance secured pursuant to this paragraph
shall name COMMERCE as beneficiary.
B. Subgrantees that receive $10,000 or more per year in funding through this Grant shall secure fidelity insurance as
noted above. Fidelity insurance secured by Subgrantees pursuant to this paragraph shall name the Grantee as
beneficiary.
12. PUBLIC RECORDS ACT
Compliance with the Washington State Public Records Act, RCW 42.56, will not violate any provision of this
Grant.
13. ORDER OF PRECEDENCE
In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence in the
following order:
• Applicable federal and state of Washington statutes and regulations
• Special Terms and Conditions
• General Terms and Conditions
• Attachment A — Scope of Work
• Attachment B — Budget
• Attachment C — OHY Program Guidelines
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General Terms and Conditions
1. DEFINITIONS
As used throughout this Contract, the following terms shall have the meaning set forth below:
A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing to act
on the Director's behalf.
B. "COMMERCE" shall mean the Washington Department of Commerce.
C. "Contract" or "Agreement" or "Grant" means the entire written agreement between COMMERCE and
the Contractor, including any Exhibits, documents, or materials incorporated by reference and may
constitute a Subaward if so designated. Electronic transmission of a signed copy of a Contract shall
be the same as delivery of an original.
D. "Contractor" or "Grantee" shall mean the entity identified on the face sheet performing service(s)
under this Agreement, and shall include all employees and agents thereof.
E. "Modified Total Direct Costs" (MTDC) shall mean all direct salaries and wages, applicable fringe
benefits, materials and supplies, services, travel, and up to the first $50,000 of each subaward
(regardless of the period of performance of the subawards under the award). MTDC excludes
equipment, capital expenditures, charges for patient care, rental costs, tuition remission,
scholarships and fellowships, participant support costs, and the portion of each subaward in excess
of $50, 000.
F. "Personal Information" shall mean information identifiable to any person, including, but not limited
to, information that relates to a person's name, health, finances, education, business, use or receipt
of governmental services or other activities, addresses, telephone numbers, social security numbers,
driver license numbers, other identifying numbers, and any financial identifiers, and "Protected
Health Information" under the federal Health Insurance Portability and Accountability Act of 1996
(HI PAA).
G. "State" shall mean the state of Washington.
H. "Subaward" shall mean an award provided by a pass -through entity to a Subrecipient for the
Subrecipient to carry out part of a Federal award received by the pass -through entity. It does not
include payments to a contractor or payments to an individual that is a beneficiary of a Federal
program. A Subaward may be provided through any form of legal agreement, including an agreement
that the pass -through entity considers a Contract.
I. "Subcontractor" shall mean one not in the employment of the Contractor, who is performing all or
part of those services under this Contract under a separate contract with the Contractor. The terms
"Subcontractor" and "Subcontractors" mean subcontractor(s) in any tier.
J. "Subrecipient" or "Subgrantee" shall mean a non -Federal entity that receives a Subaward from
a pass -through entity to carry out part of a Federal program, but does not include an individual that
is a beneficiary of such program. A Subrecipient may also be a recipient of other Federal
awards directly from a Federal awarding agency.
2. ALL WRITINGS CONTAINED HEREIN
This Contract contains all the terms and conditions agreed upon by the parties. No other understandings, oral or
otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties
hereto.
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This Contract may be amended by mutual agreement of the parties. Such amendments shall not be binding
unless they are in writing and signed by personnel authorized to bind each of the parties.
4. ASSIGNMENT
Neither this Contract, work thereunder, nor any claim arising under this Contract, shall be transferred or assigned
by the Contractor without prior written consent of COMMERCE.
5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION
A. "Confidential Information" as used in this section includes:
L All material provided to the Contractor by COMMERCE that is designated as "confidential" by
COMMERCE;
H. All material produced by the Contractor that is designated as "confidential" by COMMERCE;
and
iii. All Personal Information in the possession of the Contractor that may not be disclosed under
state or federal law.
B. The Contractor shall comply with all state and federal laws related to the use, sharing, transfer, sale,
or disclosure of Confidential Information. The Contractor shall use Confidential Information solely for
the purposes of this Contract and shall not use, share, transfer, sell or disclose any Confidential
Information to any third party except with the prior written consent of COMMERCE or as may be
required by law. The Contractor shall take all necessary steps to assure that Confidential Information
is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential
Information or violation of any state or federal laws related thereto. Upon request, the Contractor shall
provide COMMERCE with its policies and procedures on confidentiality. COMMERCE may require
changes to such policies and procedures as they apply to this Contract whenever COMMERCE
reasonably determines that changes are necessary to prevent unauthorized disclosures. The
Contractor shall make the changes within the time period specified by COMMERCE. Upon request, the
Contractor shall immediately return to COMMERCE any Confidential Information that COMMERCE
reasonably determines has not been adequately protected by the Contractor against unauthorized
disclosure.
C. Unauthorized Use or Disclosure. The Contractor shall notify COMMERCE within five (5) working days
of any unauthorized use or disclosure of any confidential information, and shall take necessary steps
to mitigate the harmful effects of such use or disclosure.
6. COPYRIGHT
Unless otherwise provided, all Materials produced under this Contract shall be considered "works for hire" as
defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be considered the
author of such Materials. In the event the Materials are not considered "works for hire" under the U.S. Copyright
laws, the Contractor hereby irrevocably assigns all right, title, and interest in all Materials, including all intellectual
property rights, moral rights, and rights of publicity to COMMERCE effective from the moment of creation of such
Materials.
"Materials" means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets,
advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound
reproductions. "Ownership" includes the right to copyright, patent, register and the ability to transfer these rights.
For Materials that are delivered under the Contract, but that incorporate pre-existing materials not produced
under the Contract, the Contractor hereby grants to COMMERCE a nonexclusive, royalty -free, irrevocable
license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative
works, publicly perform, and publicly display. The Contractor warrants and represents that the Contractor has all
rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to
grant such a license to COMMERCE.
The Contractor shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials
furnished under this Contract, of all known or potential invasions of privacy contained therein and of any portion
of such document which was not produced in the performance of this Contract. The Contractor shall provide
COMMERCE with prompt written notice of each notice or claim of infringement received by the Contractor with
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respect to any Materials delivered under this Contract. COMMERCE shall have the right to modify or remove any
restrictive markings placed upon the Materials by the Contractor.
7. DISPUTES
In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in the following
manner: Each party to this Agreement shall appoint one member to the Dispute Board. The members so
appointed shall jointly appoint an additional member to the Dispute Board. The Dispute Board shall review the
facts, Agreement terms and applicable statutes and rules and make a determination of the dispute. The Dispute
Board shall thereafter decide the dispute with the majority prevailing. The determination of the Dispute Board
shall be final and binding on the parties hereto. As an alternative to this process, either of the parties may request
intervention by the Governor, as provided by RCW 43.17.330, in which event the Governor's process will control.
3. GOVERNING LAW AND VENUE
This Contract shall be construed and interpreted in accordance with the laws of the state of Washington, and the
venue of any action brought hereunder shall be in the Superior Court for Thurston County.
9. INDEMNIFICATION
Each party shall be solely responsible for the acts of its employees, officers, and agents.
10. LICENSING, ACCREDITATION AND REGISTRATION
The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and registration
requirements or standards necessary for the performance of this Contract.
11. RECAPTURE
In the event that the Contractor fails to perform this Contract in accordance with state laws, federal laws, and/or
the provisions of this Contract, COMMERCE reserves the right to recapture funds in an amount to compensate
COMMERCE for the noncompliance in addition to any other remedies available at law or in equity.
Repayment by the Contractor of funds under this recapture provision shall occur within the time period specified
by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due under this
Contract.
12. RECORDS MAINTENANCE
The Contractor shall maintain books, records, documents, data and other evidence relating to this contract and
performance of the services described herein, including but not limited to accounting procedures and practices
that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of
this Contract.
The Contractor shall retain such records for a period of six years following the date of final payment. At no
additional cost, these records, including materials generated under the Contract, shall be subject at all
reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by COMMERCE, the
Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be
retained until all litigation, claims, or audit findings involving the records have been resolved.
13. SAVINGS
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the
effective date of this Contract and prior to normal completion, COMMERCE may suspend or terminate the
Contract under the "Termination for Convenience" clause, without the ten calendar day notice requirement. In
lieu of termination, the Contract may be amended to reflect the new funding limitations and conditions.
14. SEVERABILITY
The provisions of this Contract are intended to be severable. If any term or provision is illegal or invalid for any
reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Contract.
15. SUBCONTRACTING
The Contractor may only subcontract work contemplated under this Contract if it obtains the prior written approval
of COMMERCE.
Page 10of13
0,1asl}ing:on !'Aale
Depar rrient of
Co. rnmeloce
If COMMERCE approves subcontracting, the Contractor shall maintain written procedures related to
subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause,
COMMERCE in writing may: (a) require the Contractor to amend its subcontracting procedures as they relate to
this Contract; (b) prohibit the Contractor from subcontracting with a particular person or entity; or (c) require the
Contractor to rescind or amend a subcontract.
Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The Contractor is
responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or condition of this
Contract. The Contractor shall appropriately monitor the activities of the Subcontractor to assure fiscal conditions
of this Contract. In no event shall the existence of a subcontract operate to release or reduce the liability of the
Contractor to COMMERCE for any breach in the performance of the Contractor's duties.
Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for claims
or damages arising from a Subcontractor's performance of the subcontract.
16. SURVIVAL.
The terms, conditions, and warranties contained in this Contract that by their sense and context are intended to
survive the completion of the performance, cancellation or termination of this Contract shall so survive.
In the event COMMERCE determines the Contractor has failed to comply with the conditions of this Contract in
a timely manner, COMMERCE has the right to suspend or terminate this Contract. Before suspending or
terminating the contract, COMMERCE shall notify the Contractor in writing of the need to take corrective action.
If corrective action is not taken within 30 calendar days, the Contract may be terminated or suspended.
In the event of termination or suspension, the Contractor shall be liable for damages as authorized by law
including, but not limited to, any cost difference between the original contract and the replacement or cover
contract and all administrative costs directly related to the replacement contract, e.g., cost of the competitive
bidding, mailing, advertising and staff time.
COMMERCE reserves the right to suspend all or part of the Contract, withhold further payments, or prohibit the
Contractor from incurring additional obligations of funds during investigation of the alleged compliance breach
and pending corrective action by the Contractor or a decision by COMMERCE to terminate the Contract. A
termination shall be deemed a "Termination for Convenience" if it is determined that the Contractor: (1) was not
in default; or (2) failure to perform was outside of his or her control, fault or negligence.
The rights and remedies of COMMERCE provided in this Contract are not exclusive and are, in addition to any
other rights and remedies, provided by law.
18. TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Contract, COMMERCE may, by ten (10) business days' written notice,
beginning on the second day after the mailing, terminate this Contract, in whole or in part. If this Contract is so
terminated, COMMERCE shall be liable only for payment required under the terms of this Contract for services
rendered or goods delivered prior to the effective date of termination.
19. TERMINATION PROCEDURES
Upon termination of this Contract, COMMERCE, in addition to any other rights provided in this Contract, may
require the Contractor to deliver to COMMERCE any property specifically produced or acquired for the
performance of such part of this Contract as has been terminated. The provisions of the "Treatment of Assets"
clause shall apply in such property transfer.
COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed work and
services accepted by COMMERCE, and the amount agreed upon by the Contractor and COMMERCE for (i)
completed work and services for which no separate price is stated, (ii) partially completed work and services, (iii)
other property or services that are accepted by COMMERCE, and (iv) the protection and preservation of property,
unless the termination is for default, in which case the Authorized Representative shall determine the extent of
the liability of COMMERCE. Failure to agree with such determination shall be a dispute within the meaning of
the "Disputes" clause of this Contract. COMMERCE may withhold from any amounts due the Contractor such
sum as the Authorized Representative determines to be necessary to protect COMMERCE against potential loss
or liability.
The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in addition to
any other rights and remedies provided by law or under this Contract.
Page 11of13
Washing-��.�n Clete
'if
Departs° ent of
V4�M�.`i!C
After receipt of a notice of termination, and except as otherwise directed by the Authorized Representative, the
Contractor shall:
A. Stop work under the Contract on the date, and to the extent specified, in the notice;
B. Place no further orders or subcontracts for materials, services, or facilities except as may be
necessary for completion of such portion of the work under the Contract that is not terminated;
C. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized
Representative, all of the rights, title, and interest of the Contractor under the orders and
subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to settle or
pay any or all claims arising out of the termination of such orders and subcontracts;
D. Settle all outstanding liabilities and all claims arising out of such termination of orders and
subcontracts, with the approval or ratification of the Authorized Representative to the extent the
Authorized Representative may require, which approval or ratification shall be final for all the
purposes of this clause;
E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by
the Authorized Representative any property which, if the Contract had been completed, would have
been required to be furnished to COMMERCE;
F. Complete performance of such part of the work as shall not have been terminated by the Authorized
Representative; and
G. Take such action as may be necessary, or as the Authorized Representative may direct, for the
protection and preservation of the property related to this Contract, which is in the possession of the
Contractor and in which COMMERCE has or may acquire an interest.
20. TREATMENT OF ASSETS
Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property furnished by the
Contractor, for the cost of which the Contractor is entitled to be reimbursed as a direct item of cost under this
Contract, shall pass to and vest in COMMERCE upon delivery of such property by the Contractor. Title to other
property, the cost of which is reimbursable to the Contractor under this Contract, shall pass to and vest in
COMMERCE upon (i) issuance for use of such property in the performance of this Contract, or (ii)
commencement of use of such property in the performance of this Contract, or (iii) reimbursement of the cost
thereof by COMMERCE in whole or in part, whichever first occurs.
A. Any property of COMMERCE furnished to the Contractor shall, unless otherwise provided herein or
approved by COMMERCE, be used only for the performance of this Contract.
B. The Contractor shall be responsible for any loss or damage to property of COMMERCE that results
from the negligence of the Contractor or which results from the failure on the part of the Contractor
to maintain and administer that property in accordance with sound management practices.
C. If any COMMERCE property is lost, destroyed or damaged, the Contractor shall immediately notify
COMMERCE and shall take all reasonable steps to protect the property from further damage.
D. The Contractor shall surrender to COMMERCE all property of COMMERCE prior to settlement upon
completion, termination or cancellation of this Contract.
E. All reference to the Contractor under this clause shall also include Contractor's employees, agents
or Subcontractors.
21. WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any
waiver shall not be construed to be a modification of the terms of this Contract unless stated to be such in writing
and signed by Authorized Representative of COMMERCE.
Page 12of13
Deb: a, Iflent of
ommere
Attachment A: Scope of Work
Grantee will operate a Supportive Services Only (SSO) program with a housing first service
model that provides outreach to identify youth and young adults and diversion services to
support young people in finding safe and stable alternatives to shelter and other homelessness
services. Grantee will participate in YHDP BoS team meetings, OHY provided technical
assistance and on -going Continuous Quality Improvement (CQI) efforts.
Grantee will enroll and provide services to no less than 1 eligible youth or young adults in the
SSO project. Funding for grant activities must be used in accordance with e-CFR Title 24,
Subtitle B, Chapter V, Subchapter C, Part 578 (§ 578 - Continuum of Care Program).
A. Grantee shall maintain policies and procedures which comply with all terms of
Attachment C, OHY Program Guidelines — YHDP Youth Lead Project (PDF).
B. Grantee shall submit a Monthly Voucher Detail — YHDP YLP (Excel), HMIS Data Quality
Report (PIDF), and general ledger with each invoice and any other report that Commerce
may develop as specified in the OHY Program Guidelines.
C. Grantee must enter data in HMIS in accordance with any applicable HMIS user
agreements, OHY Data Collection Requirements (Excel), and OHY Program Guidelines.
Attachment B: Budget
BUDGET
TOTAL
Support Services
$47500
Flexible Funds state
$11100
Grant total: $5, 600
Attachment C: Program Guidelines
OHY Program Guidelines — YHDP Youth Lead Project (PDF) are attached in a separate
document available at https://deptofcommerce.box.com/s/ozfg3o4nm1 pb6sgklpdjrtn5efx6amxt
and on the OHY Technical Assistance webpaqe.
Page 13 of 13
BOARD OF COUNTY COMMISSIONERS
Grant County, Washington
RESOLUTION AUTHORIZING
EXECUTION OF FEDERAL
INTERAGENCY AGREEMENT WITH
NEW HOPE FOR YOUTH
HOMELESSNESS
RESOLUTION No. 25- 11 � -CC
WHEREAS, Chapter 34.39 RCW, the Interlocal Cooperation Act, permits local government entities to
make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual
advantage, for the purposes of providing services and facilities in a manner and pursuant to forms of governmental
organization that will accord best with geographic, economic, population and other factors influencing the needs and
development of local communities; and
WHEREAS, the Washington State Department of Commerce is authorized to enter into interlocal
agreements; and
WHEREAS, Grant County, Washington, is vested with authority to enter into an interagency agreement
pursuant to Chapter 39.34 RCW; and
WHEREAS, the Federal Interagency Agreement is for the purpose of Youth Homelessness Demonstration
Program (YHDP) Support Services Only — Youth Lead Project No. 26-47YLP-030; and
WHEREAS, it is the desire of Grant County dba New Hope, and the Washington State Department of
Commerce to enter into this agreement.
NOW, THEREFORE, BE IT HEREBY RESOLVED, that the attached Federal Interagency Agreement
between Grant County, New Hope and the Washington State Department of Commerce be approved.
DATED this day of ---2025.
Yea Nay
ATTEST:
�r
❑ ❑
f )arbara �. a```r( asqu z
lerk o ie Boa d
BOARD OF COUNTY COMMISSIONERS
GRANT COUNTY, WASHINGTON
Abstain
u
FE-
Kevin Burgess, Member