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AG 16-069IRETURN TO: Jeffrey Watson EXT: 2650 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT. /DIV: COMMUNITY DEVELOPMENT 2. ORIGINATING STAFF PERSON: _JEFFREY WATSON EXT: _2650 3. DATE REQ. BY: 4/f; Vid0 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL ❑ OTHER GRANT AGREEMENT WITH WA DEPT OF COMMERCE 5. PROJECT NAME: FEDERAL WAY DAY CENTER 6. NAME OF CONTRACTOR: WASHINGTON DEPARTMENT OF COMMERCE ADDRESS: _1011 PLUM STREET, SE; OLYMPIA, WA 98504 TELEPHONE 360-725-2942 E- MAIL: EMILY. BRUGESS@COMMERCE. WA.GOV FAX: SIGNATURE NAME: DIANE KLOTZ TITLE ASSISTANT DIRECTOR 7. EXHIBITS AND ATTACHMENTS:XSCOPE, WORK OR SERVICES COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: _FEBRUARY 1, 2016 COMPLETION DATE: JUNE 30, 2017 9. TOTAL COMPENSATION $100,000.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW ROJECT MANAGER DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) PAID BY: ❑ CONTRACTOR ❑ CITY .!y! ,;". / D • TE REVIEW D 412 1G _ / DAT • 'PRA ED COMMITTEE APPROVAL DATE: 1 -211 t, COUNCIL APPROVAL DATE: 24v 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT ❑ CHIEF OF STAFF SIGNATORY (MAYOR OR DIRECTOR) CITY CLERK ASSIGNED AG# SIGNED COPY RETURNED COMMENTS: INITIAL /DAT SI NED AG DATE SENT: 11/9 RECEIVED BY COMMUNITY & ECONOMIC DEVELOPMENT DEPARTMENT MAY 2 2016: STATE OF WASHINGTON DEPARTMENT OF COMMERCE 1011 Plum Street SE • PO Box 42525. Olympia, Washington 98504 -2525 • (360) 725 -4000 www. commerce. wa.gov April 27, 2016 Mr. Jeffery Watson Community Services Manager Community Development Department 33325 8th Ave. South Federal Way, WA 98003 Re: CHG Contract Number 16- 46118 -01 Dear Mr. Watson: Enclosed please find one executed original of the above referenced CHG contract face sheet. If you have any questions or concerns, please call Emily Burgess at 360 - 725 -2942 or email to Emily.Burgess @commerce.wa.gov. Sincerely, Kathryn Stayrook Housing Assistance Unit Enclosure Department of Commerce Innovation is in our nature. Grant Agreement with City of Federal Way, Community Development Department through Community Services and Housing Division Housing Assistance Unit Start date: February 1, 2016 Washington State Department of Commerce www.COMMERCE.wa.gov THIS PAGE INTENTIONALLY LEFT BLANK Special Terms and Conditions 1 Face Sheet 1 1. Grant Management .... ............. ............................... 2 2. Billing Procedures and Payment 2 3. Compensation 2 4. Eligible Use of Funds 2 5. Insurance 2 6. Washington State Quality Award 3 7. Order of Precedence . ................... 3 General Terms and Conditions .,. „ . 5 1. Definitions 5 2. Access to Data .......,.... .............. 5 3. Advance Payments Prohibited 5 4. All Writings Contained Herein 5 5. Amendments . ..... ______ ...... ......... 5 6. Americans with Disabilities (ADA) 6 7. Assignment 6 8. Attorney's Fees 6 9. Audit 6 10. Confidentiality /Safeguarding of Information 7 11. Conflict of Interest 7 12. Copyright Provision 7 13. Disputes 8 14. Duplicate Payment 8 15. Governing Law and Venue 8 16. Indemnification 9 17. Independent Capacity of the Contractors ....., ................... 9 18. Industrial Insurance Coverage ................................... ............................... 9 19. Laws .. ........ ........................9 20. Licensing, Accreditation and Registration .......... ............................... 9 21. Limitation of Authority ................... .............................., ......................10 22. Noncompliance with Nondiscrimination Laws ....,.,..,,., 10 23. Political Activities 10 24. Publicity 10 25. Recapture 10 26. Records Maintenance 10 27. Registration with the Department of Revenue 11 28. Right of Inspection 11 29. Savings 11 30. Severability 11 31. Site Security 11 32. Subcontracting 11 33. Survival 11 34. Taxes 12 35. Termination for Cause 12 36. Termination for Convenience ............................ ........ .......,.............. ..... .,12 37. Termination Procedures ..12 38. Treatment of Assets.... ....,. ......................... 13 39. Waiver 13 Attachment A, Scope of Work Attachment B, Budget FACE SHEET Grant Number: 16- 46118 -01 Washington State Department of Commerce Community Services and Housing Division Housing Assistance Unit Consolidated Homeless Grant (CHG) 1. Grantee City of Federal Way Community Development Department 33325 8`h Ave. South Federal Way, Washington, 98003 2. Grantee Doing Business As (optional) 3. Grantee Representative Jeffery Watson Community Services Manager 253- 835 -2650 jeff.watson @cityoffederalway.com 4. COMMERCE Representative Emily Burgess 1011 Plum St. SE CHG Program Manager Olympia, Washington 98504 360- 725 -2942 360 -586 -5880 emily.burgess@commerce.wa.gov 5. Grant Amount $100,000 6. Funding Source Federal: State: X Other: 7. Start Date February 1, 2016 8. End Date June 30, 2017 9. Federal Funds (as applicable) Federal Agency: CFDA Number N/A N/A N/A 10. Tax ID # XXXXXXXXXXX 11. SWV # SWV0015957 -00 12. UBI # N/A 13. DUNS # N/A 14. Grant Purpose This grant provides resources for the operation of a low barrier day shelter for people experiencing homelessness which provides access to essential living services (showers, laundry, food, essential supplies) and housing stability services. 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: CHG Application , CHG Guidelines (as they may be revised from time to time), and Grant Terms and Conditions including Attachment "A" - Scope of Work, Attachment `B" — Budget. FOR NTEE FOR COMMERCE Diane Klontz, sistant rector Community Services and Housing Division ' J /17e ure Print Name and Title V 1V Date " APPROVED AS TO FORM ONLY BY ASSISTANT ATTORNEY GENERAL APPROVAL ON FILE Date 1 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 1. GRANT MANAGEMENT The Representative for each of the parties shall be responsible for and shall be the contact person for all communications and billings regarding the performance of this Grant. The Representative for COMMERCE and their contact information are identified on the Face Sheet of this Grant. The Representative for the Grantee and their contact information are identified on the Face Sheet of this Grant. 2. BILLING PROCEDURES AND PAYMENT COMMERCE will pay Grantee upon acceptance of services provided and receipt of properly completed COMMERCE invoices, which shall be submitted to the Representative for COMMERCE not more often than monthly. Invoices are due on the 20th of the month following the provision of services. Final invoices for each grant period may be due sooner than the 20th. All final charges for a grant period must be billed on the final invoice for that same period. Invoices must be submitted online using the Commerce Contract Management System (CMS) through Secure Access Washington (SAW). COMMERCE may, in its sole discretion withhold payments claimed by the Grantee for services rendered if the Grantee fails to satisfactorily comply with any term or condition of this Grant. No payments in advance or in anticipation of services or supplies to be provided under this Grant shall be made by COMMERCE. Duplication of Billed Costs The Grantee shall not bill COMMERCE for services performed under the Grant, and COMMERCE shall not pay the Grantee, if the Grantee is entitled to payment or has been or will be paid by any other source, including grants, for that service. Disallowed Costs The Grantee is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subgrantees. 3. COMPENSATION COMMERCE shall pay an amount not to exceed the amount shown on the Grant Face Sheet for the performance of all things necessary for or incidental to the performance of work as set forth in the Scope of Work. Grantee's compensation for services rendered shall be in accordance with Attachment B — Budget. Up to 15 percent of reimbursed costs over the course of each grant period may be used for administration. This limit must be reconciled before the end of the grant period. 4. ELIGIBLE USE OF FUNDS Funding awarded under this Grant may only be used for eligible activities and expenses described in Attachment A — Scope of Work. 5. PROHIBITIONS Grantee shall not require people to participate in a religious service as a condition of receiving program assistance. 2 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 6. INSURANCE The Grantee shall provide insurance coverage as set out in this section. The intent of the required insurance is to protect the state should there be any claims, suits, actions, costs, damages or expenses arising from any loss, or negligent or intentional act or omission of the Grantee or Subgrantee /subcontractor, or agents of either, while performing under the terms of this Grant. The insurance required shall be issued by an insurance company authorized to do business within the state of Washington. The insurance shall name the state of Washington, its agents, officers, and employees as additional insureds under the insurance policy. All policies shall be primary to any other valid and collectable insurance. The Grantee shall instruct the insurers to give COMMERCE thirty (30) calendar days advance notice of any insurance cancellation, non - renewal or modification. The Grantee shall submit to COMMERCE within fifteen (15) calendar days of the Grant start date, a certificate of insurance which outlines the coverage and limits defined in this insurance section. During the term of the Grant, the Grantee shall submit renewal certificates not less than thirty (30) calendar days prior to expiration of each policy required under this section. The Grantee shall provide insurance coverage that shall be maintained in full force and effect during the term of this Grant, as follows: Commercial General Liability Insurance Policy. Provide a Commercial General Liability Insurance Policy, including contractual liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of Grant activity but no less than $1,000,000 per occurrence. Additionally, the Grantee is responsible for ensuring that any Subgrantee /subcontractor provide adequate insurance coverage for the activities arising out of subgrants /subcontracts. Automobile Liability. In the event that performance pursuant to this Grant involves the use of vehicles, owned or operated by the Grantee or its Subgrantee /subcontractor, automobile liability insurance shall be required. The minimum limit for automobile liability is $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage. Local Government Grantees that Participate in a Self - Insurance Program Self- Insured /Liability Pool or Self- Insured Risk Management Program — With prior approval from COMMERCE, the Grantee may provide the coverage above under a self- insured /liability pool or self - insured risk management program. In order to obtain permission from COMMERCE, the Grantee shall provide: (1) a description of its self- insurance program, and (2) a certificate and /or letter of coverage that outlines coverage limits and deductibles. All self- insured risk management programs or self- insured /liability pool financial reports must comply with Generally Accepted Accounting Principles (GAAP) and adhere to accounting standards promulgated by: 1) Governmental Accounting Standards Board (GASB), 2) Financial Accounting Standards Board (FASB), and 3) the Washington State Auditor's annual instructions for financial reporting. Grantee's participating in joint risk pools shall maintain sufficient documentation to support the aggregate claim liability information reported on the balance sheet. The state of Washington, its agents, and employees need not be named as additional insured under a self- insured property /liability pool, if the pool is prohibited from naming third parties as additional insured. Grantee shall provide annually to COMMERCE a summary of coverages and a letter of self - insurance, evidencing continued coverage under Grantee's self- insured /liability pool or self- insured risk management program. Such annual summary of coverage and letter of self - insurance will be provided on the anniversary of the start date of this Agreement. 7. WASHINGTON STATE QUALITY AWARD Washington State RCW 43.185C.210 (5) (a). Beginning in 2011, each eligible organization receiving over five hundred thousand dollars during the previous calendar year from sources including: (a) State housing - related funding sources; (b) the affordable housing for all surcharge in RCW 36.22.178; (c) the home security fund surcharges in RCW 36.22.179 and 36.22.1791; and (d) any other surcharge imposed under chapter 36.22 or 43.185C RCW to fund homelessness programs or other 3 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS housing programs, shall apply to the Washington State quality award program for an independent assessment of its quality management, accountability, and performance system, once every three years. Cities and counties are exempt from these requirements until 2018 unless they are receiving more than $3.5 million annually from the sources cited above. [See 43.185C.210 (5) (a) and RCW43.185C.240(1)(b).] For more information about WSQA visit their website at www.wsqa.net. 8. ORDER OF PRECEDENCE In the event of an inconsistency in this Grant, the inconsistency shall be resolved by giving precedence in the following order: • Applicable federal and state of Washington statutes and regulations • Grant Face Sheet • Special Terms and Conditions • General Terms and Conditions • Attachment A — Scope of Work • Attachment B — Budget 4 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 1. DEFINITIONS As used throughout this Grant, the following terms shall have the meaning set forth below: A. "Authorized Representative" shall mean the Director and /or the designee authorized in writing to act on the Director's behalf. B. "COMMERCE" shall mean the Department of Commerce. C. "Grant" or "Agreement" means the entire written agreement between COMMERCE and the Grantee, including any Exhibits, documents, or materials incorporated by reference. E -mail or Facsimile transmission of a signed copy of this contract shall be the same as delivery of an original. D. "Grantee" shall mean the entity identified on the face sheet performing service(s) under this Grant, and shall include all employees and agents of the Grantee. E. "Personal Information" shall mean information identifiable to any person, including, but not limited to, information that relates to a person's name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers. F. "State" shall mean the state of Washington. G. "Subgrantee /subcontractor" shall mean one not in the employment of the Grantee, who is performing all or part of those services under this Grant under a separate Grant with the Grantee. The terms "subgrantee /subcontractor" refers to any tier. H. "Subrecipient" shall mean a non - federal entity that expends federal awards received from a pass - through entity to carry out a federal program, but does not include an individual that is a beneficiary of such a program. It also excludes vendors that receive federal funds in exchange for goods and /or services in the course of normal trade or COMMERCE. I. "Vendor" is an entity that agrees to provide the amount and kind of services requested by COMMERCE; provides services under the grant only to those beneficiaries individually determined to be eligible by COMMERCE and, provides services on a fee - for - service or per -unit basis with contractual penalties if the entity fails to meet program performance standards. 2. ACCESS TO DATA In compliance with RCW 39.26.180, the Grantee shall provide access to data generated under this Grant to COMMERCE, the Joint Legislative Audit and Review Committee, and the Office of the State Auditor at no additional cost. This includes access to all information that supports the findings, conclusions, and recommendations of the Grantee's reports, including computer models and the methodology for those models. 3. ADVANCE PAYMENTS PROHIBITED No payments in advance of or in anticipation of goods or services to be provided under this Grant shall be made by COMMERCE. 4. ALL WRITINGS CONTAINED HEREIN This Grant contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Grant shall be deemed to exist or to bind any of the parties hereto. 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. 5 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 6. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101 -336, also referred to as the "ADA" 28 CFR Part 35 The Grantee must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 7. ASSIGNMENT Neither this Grant, nor any claim arising under this Grant, shall be transferred or assigned by the Grantee without prior written consent of COMMERCE. 8. ATTORNEYS' FEES Unless expressly permitted under another provision of the Grant, in the event of litigation or other action brought to enforce Grant terms, each party agrees to bear its own attorney's fees and costs. 9. AUDIT A. General Requirements Grantee's are to procure audit services based on the following guidelines. The Grantee shall maintain its records and accounts so as to facilitate audits and shall ensure that Subgrantees also maintain auditable records. The Grantee is responsible for any audit exceptions incurred by its own organization or that of its Subgrantees. COMMERCE reserves the right to recover from the Grantee all disallowed costs resulting from the audit. Responses to any unresolved findings and disallowed or questioned costs shall be included with the audit report. The Grantee must respond to COMMERCE requests for information or corrective action concerning audit issues within thirty (30) days of the date of request. B. State Funds Requirements In the event an audit is required, if the Grantee is a state or local government entity, the Office of the State Auditor shall conduct the audit. Audits of non - profit organizations are to be conducted by a certified public accountant selected by the Grantee. The Grantee shall include the above audit requirements in any subgrants. In any case, the Grantee's records must be available for review by COMMERCE. C. Documentation Requirements The Grantee must send a copy of any audit report no later than nine (9) months after the end of the Grantee's fiscal year(s) by sending a scanned copy to auditreviewacommerce.wa.gov or a hard copy to: Department of Commerce ATTN: Audit Review and Resolution Office 1011 Plum Street SE PO Box 42525 Olympia WA 98504 -2525 In addition to sending a copy of the audit, when applicable, the Grantee must include: • Corrective action plan for audit findings within three (3) months of the audit being received by COMMERCE. • Copy of the Management Letter and Management Decision Letter, where applicable. 6 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS If the Contractor is required to obtain a Single Audit consistent with Circular A -133 requirements, a copy must be provided to Commerce; no other report is required. 10. CONFIDENTIALITY /SAFEGUARDING OF INFORMATION A. "Confidential Information" as used in this section includes: 1. All material provided to the Grantee by COMMERCE that is designated as "confidential" by COMMERCE; 2. All material produced by the Grantee that is designated as "confidential" by COMMERCE; and 3. All personal information in the possession of the Grantee that may not be disclosed under state or federal law. "Personal information" includes but is not limited to information related to a person's name, health, finances, education, business, use of government services, addresses, telephone numbers, social security number, driver's license number and other identifying numbers, and "Protected Health Information" under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). B. The Grantee shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. The Grantee shall use Confidential Information solely for the purposes of this Grant and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of COMMERCE or as may be required by law. The Grantee shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation of any state or federal laws related thereto. Upon request, the Grantee shall provide COMMERCE with its policies and procedures on confidentiality. COMMERCE may require changes to such policies and procedures as they apply to this Grant whenever COMMERCE reasonably determines that changes are necessary to prevent unauthorized disclosures. The Grantee shall make the changes within the time period specified by COMMERCE. Upon request, the Grantee shall immediately retum to COMMERCE any Confidential Information that COMMERCE reasonably determines has not been adequately protected by the Grantee against unauthorized disclosure. C. Unauthorized Use or Disclosure. The Grantee shall notify COMMERCE within five (5) working days of any unauthorized use or disclosure of any confidential information, and shall take necessary steps to mitigate the harmful effects of such use or disclosure. 11. CONFLICT OF INTEREST Notwithstanding any determination by the Executive Ethics Board or other tribunal, COMMERCE may, in its sole discretion, by written notice to the Grantee terminate this Grant if it is found after due notice and examination by COMMERCE that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the Grantee in the procurement of, or performance under this Grant. In the event this Grant is terminated as provided above, COMMERCE shall be entitled to pursue the same remedies against the Grantee as it could pursue in the event of a breach of the Grant by the Grantee. The rights and remedies of COMMERCE provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which COMMERCE makes any determination under this clause shall be an issue and may be reviewed as provided in the "Disputes" clause of this Grant. 12. COPYRIGHT PROVISIONS Unless otherwise provided, all Materials produced under this Grant shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be considered the author of such Materials. In the event the Materials are not considered "works for hire" under the U.S. Copyright laws, the Grantee hereby irrevocably assigns all right, title, and interest 7 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 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. 13. DISPUTES Except as otherwise provided in this Grant, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Director of COMMERCE, who may designate a neutral person to decide the dispute. The request for a dispute hearing must: • be in writing; • state the disputed issues; • state the relative positions of the parties; • state the Grantee's name, address, and Contract number; and • be mailed to the Director and the other party's (respondent's) Grant Representative within three (3) working days after the parties agree that they cannot resolve the dispute. The respondent shall send a written answer to the requestor's statement to both the Director or the Director's designee and the requestor within five (5) working days. 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. 14. DUPLICATE PAYMENT COMMERCE shall not pay the Grantee, if the GRANTEE has charged or will charge the State of Washington or any other party under any other Grant, subgrant/subcontract, or agreement, for the same services or expenses. 15. GOVERNING LAW AND VENUE This Grant shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 8 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 16. INDEMNIFICATION To the fullest extent permitted by law, the Grantee shall indemnify, defend, and hold harmless the state of Washington, COMMERCE, agencies of the state and all officials, agents and employees of the state, from and against all claims for injuries or death arising out of or resulting from the performance of the contract. "Claim" as used in this contract, means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorneys fees, attributable for bodily injury, sickness, disease, or death, or injury to or the destruction of tangible property including loss of use resulting therefrom. The Grantee's obligation to indemnify, defend, and hold harmless includes any claim by Grantee's agencts, employees, representatives, or any subgrantee /subcontractor or its employees. The Grantee expressly agrees to indemnify, defend, and hold harmless the State for any claim arising out of or incident to Grantee's or any subgrantee's /subcontractor's performance or failure to perform the Grant. Grantee's obligation to indemnify, defend, and hold harmless the State shall not be eliminated or reduced by any actual or alleged concurrent negligence of State or its agents, agencies, employees and officials. The Grantee waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the state and its agencies, officers, agents or employees. 17. INDEPENDENT CAPACITY OF THE CONTRACTOR The parties intend that an independent contractor relationship will be created by this Grant. The Contractor and its employees or agents performing under this Contract are not employees or agents of the state of Washington or COMMERCE. The Contractor will not hold itself out as or claim to be an officer or employee of COMMERCE or of the state of Washington by reason hereof, nor will the Contractor make any claim of right, privilege or benefit which would accrue to such officer or employee under law. Conduct and control of the work will be solely with the Contractor. 18. INDUSTRIAL INSURANCE COVERAGE The Grantee shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the Grantee fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, COMMERCE may collect from the Grantee the full amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount owed by the Grantee to the accident fund from the amount payable to the Grantee by COMMERCE under this Contract, and transmit the deducted amount to the Department of Labor and Industries, (L &I) Division of Insurance Services. This provision does not waive any of L &I's rights to collect from the Grantee. 19. LAWS The Grantee shall comply with all applicable laws, ordinances, codes, regulations and policies of local and state and federal governments, as now or hereafter amended including, but not limited to: Washington State Laws and Regulations A. Affirmative action, RCW 41.06.020 (1). B. Boards of directors or officers of non - profit corporations — Liability - Limitations, RCW 4.24.264. C. Disclosure- campaign finances - lobbying, Chapter 42.17 RCW. D. Discrimination -human rights commission, Chapter 49.60 RCW. E. Ethics in public service, Chapter 42.52 RCW. F. Office of minority and women's business enterprises, Chapter 39.19 RCW and Chapter 326 -02 WAC. G. Open public meetings act, Chapter 42.30 RCW. 9 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS H. Public records act, Chapter 42.56 RCW. I. State budgeting, accounting, and reporting system, Chapter 43.88 RCW. 20. LICENSING, ACCREDITATION AND REGISTRATION The Grantee shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Contract. 21. LIMITATION OF AUTHORITY Only the Authorized Representative or Authorized Representative's delegate by writing (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Contract. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this contract is not effective or binding unless made in writing and signed by the Authorized Representative. 22. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS During the performance of this Grant, the Contractor shall comply with all federal, state, and local nondiscrimination laws, regulations and policies. In the event of the Contractor's non - compliance or refusal to comply with any nondiscrimination law, regulation or policy, this Grant may be rescinded, canceled or terminated in whole or in part, and the Contractor may be declared ineligible for further Grants with COMMERCE. The Contractor shall, however, be given a reasonable time in which to cure this noncompliance. Any dispute may be resolved in accordance with the "Disputes" procedure set forth herein. 23. POLITICAL ACTIVITIES Political activity of Contractor employees and officers are limited by the State Campaign Finances and Lobbying provisions of Chapter 42.17A RCW and the Federal Hatch Act, 5 USC 1501 - 1508. No funds may be used for working for or against ballot measures or for or against the candidacy of any person for public office. 24. PUBLICITY The Grantee agrees not to publish or use any advertising or publicity materials in which the state of Washington or COMMERCE's name is mentioned, or language used from which the connection with the state of Washington's or COMMERCE's name may reasonably be inferred or implied, without the prior written consent of COMMERCE. 25. RECAPTURE In the event that the Grantee fails to perform this Grant in accordance with state laws, federal laws, and/or the provisions of this Grant, COMMERCE reserves the right to recapture funds in an amount to compensate COMMERCE for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the Grantee of funds under this recapture provision shall occur within the time period specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due under this Grant. 26. RECORDS MAINTENANCE The Grantee shall maintain books, records, documents, data and other evidence relating to this Grant and performance of the services described herein, including but not limited to accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Grant. The Grantee shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the Grant, shall be subject at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by 10 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 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 terminate the Grant under the "Termination for Convenience" clause, without the ten calendar day notice requirement. In lieu of termination, the Grant may be amended to reflect the new funding limitations and conditions. 30. SEVERABILITY The provisions of this Grant are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Grant. 31. SITE SECURITY While on COMMERCE premises, Grantee, its agents, employees, or subcontractors shall conform in all respects with physical, fire or other security policies or regulations. 32. SUBGRANTING /SUBCONTRACTING The Grantee may only subcontract work contemplated under this Grant if it obtains the prior written approval of COMMERCE. If COMMERCE approves subcontracting, the Grantee shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, COMMERCE in writing may: (a) require the Grantee to amend its subcontracting procedures as they relate to this Grant; (b) prohibit the Grantee from subcontracting with a particular person or entity; or (c) require the Grantee to rescind or amend a subcontract. Every subcontract shall bind the Subcontractor to follow all applicable terms of this Grant. The Grantee is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or condition of this Grant. The Grantee shall appropriately monitor the activities of the Subcontractor to assure fiscal conditions of this Grant. In no event shall the existence of a subcontract operate to release or reduce the liability of the Grantee to COMMERCE for any breach in the performance of the Grantee's duties. Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for claims or damages arising from a Subcontractor's performance of the subcontract. 33. SURVIVAL The terms, conditions, and warranties contained in this Grant that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Grant shall so survive. 11 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 34. TAXES All payments accrued on account of payroll taxes, unemployment contributions, the Grantee's income or gross receipts, any other taxes, insurance or expenses for the Grantee or its staff shall be the sole responsibility of the Grantee. 35. TERMINATION FOR CAUSE In the event COMMERCE determines the Grantee has failed to comply with the conditions of this Grant in a timely manner, COMMERCE has the right to suspend or terminate this Grant. Before suspending or terminating the Grant, COMMERCE shall notify the Grantee in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days, the Grant may be terminated or suspended. In the event of termination or suspension, the Grantee shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original Grant and the replacement or cover Grant and all administrative costs directly related to the replacement Grant, e.g., cost of the competitive bidding, mailing, advertising and staff time. COMMERCE reserves the right to suspend all or part of the Grant, withhold further payments, or prohibit the Grantee from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Grantee or a decision by COMMERCE to terminate the Grant. A termination shall be deemed a "Termination for Convenience" if it is determined that the Grantee: (1) was not in default; or (2) failure to perform was outside of his or her control, fault or negligence. The rights and remedies of COMMERCE provided in this Grant are not exclusive and are, in addition to any other rights and remedies, provided by law. 36. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Grant, COMMERCE may, by ten (10) business days written notice, beginning on the second day after the mailing, terminate this Grant, in whole or in part. If this Grant is so terminated, COMMERCE shall be liable only for payment required under the terms of this Grant for services rendered or goods delivered prior to the effective date of termination. 37. TERMINATION PROCEDURES Upon termination of this Grant, COMMERCE, in addition to any other rights provided in this Grant, may require the Grantee to deliver to COMMERCE any property specifically produced or acquired for the performance of such part of this Grant as has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer. COMMERCE shall pay to the Grantee the agreed upon price, if separately stated, for completed work and services accepted by COMMERCE, and the amount agreed upon by the Grantee and COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially completed work and services, (iii) other property or services that are accepted by COMMERCE, and (iv) the protection and preservation of property, unless the termination is for default, in which case the Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this Grant. COMMERCE may withhold from any amounts due the Grantee such sum as the Authorized Representative determines to be necessary to protect COMMERCE against potential loss or liability. The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Authorized Representative, the Grantee shall: 1. Stop work under the Grant on the date, and to the extent specified, in the notice; 12 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 2. 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; 3. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized Representative, all of the rights, title, and interest of the Grantee under the orders and subgrants /subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subgrants/su bcontracts; 4. 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; 5. 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; 6. Complete performance of such part of the work as shall not have been terminated by the Authorized Representative; and 7. Take such action as may be necessary, or as the Authorized Representative may direct, for the protection and preservation of the property related to this Grant, which is in the possession of the Grantee and in which COMMERCE has or may acquire an interest. 38. TREATMENT OF ASSETS Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property furnished by the Grantee, for the cost of which the Grantee is entitled to be reimbursed as a direct item of cost under this Grant, shall pass to and vest in COMMERCE upon delivery of such property by the Grantee. Title to other property, the cost of which is reimbursable to the Grantee under this Grant, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the performance of this Grant, or (ii) commencement of use of such property in the performance of this Grant, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first occurs. A. Any property of COMMERCE furnished to the Grantee shall, unless otherwise provided herein or approved by COMMERCE, be used only for the performance of this Grant. B. The Grantee shall be responsible for any loss or damage to property of COMMERCE that results from the negligence of the Grantee or which results from the failure on the part of the Grantee to maintain and administer that property in accordance with sound management practices. C. If any COMMERCE property is lost, destroyed or damaged, the Grantee shall immediately notify COMMERCE and shall take all reasonable steps to protect the property from further damage. D. The Grantee shall surrender to COMMERCE all property of COMMERCE prior to settlement upon completion, termination or cancellation of this Grant All reference to the Grantee under this clause shall also include Grantee's employees, agents or Subg rantees /Subcontractors. 39. WAIVER Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this Grant unless stated to be such in writing and signed by Authorized Representative of COMMERCE. 13 Attachment A Scope of Work Grantee shall commit to operating a low barrier day shelter for people experiencing homelessness which provides access to essential living services (showers, laundry, food, essential supplies) and housing stability services. Allowable Expenses: Administration (Up to 15 percent of reimbursed costs over the course of the grant period may be used for administration. This limit must be reconciled before the end of the grant period): ✓ Executive director /accounting /human resources /IT salaries, benefits ✓ Office supplies and equipment (up to $1,000 per grant period unless approved in advance by Commerce) associated with these positions ✓ General organization insurance ✓ Organization wide audits ✓ Board expenses ✓ Organization -wide membership fees and dues ✓ Washington State Quality Award (WSQA) expenses Program Operations• ✓ Salaries /benefits for program staff ✓ Housing Stability Services: This includes services or activities designed to assist people experiencing homelessness in locating, obtaining, and retaining housing. ✓ Essential Supplies for distribution to people experiencing homelessness: Personal health and hygiene items, equipment necessary for living outside (i.e. tent, sleeping bag, batteries), clothing and food (this list is not all inclusive). ✓ Bus passes ✓ Automobile fuel vouchers. Grantees need to ensure that the vouchers cannot be exchanged for cash and they should be in limited /reasonable quantities. Facility Costs: ✓ Lease or rent payment on a building used to provide day shelter services ✓ Utilities (gas /propane, phone, electric, internet, water and sewer, garbage removal) ✓ Maintenance (janitorial /cleaning supplies, pest control, fire safety, materials and contract or staff maintenance salaries and benefits associated with providing the maintenance, mileage for maintenance staff). ✓ Essential facility equipment and supplies (e.g. common -use toiletries, food served on site to people experiencing homelessness, towels, microwave, etc.) ✓ Facility specific insurance (mortgage insurance is not allowable) and accounting. Ineligible Expenses: © Replacement or operating reserves. © Debt service. EI Construction or rehabilitation of the facility 1.x7 Mortgage payment for the facility. IA Cable television service. © Retailer or merchant gift cards, vouchers, or certificates. 14 Attachment B Budget State Fiscal Year (SFY) funds must be spent in each separate grant period. Unspent funds from SFY 2016 do not carry forward to SFY 2017. SFY 2016 February 1, 2016 - June 30, 2016 Grant Amount Administration $5,000 Program Operations $6,000 Facility Costs $39,000 A. Subtotal $ 50,000 SFY 2017 July 1, 2016 - June 30, 2017 Grant Amount Administration $5,000 Program Operations $45,000 Facility Costs $0 B. Subtotal $ 50,000 C. Grant Total $ 100,000 15