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HomeMy WebLinkAboutCONSENT Recording fee backfill JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS CONSENT AGENDA REQUEST TO: Board of County Commissioners FROM: Amanda Christofferson,Grants Administrator DATE: August 11,2025 SUBJECT: Contract with Washington State Department of Commerce Housing Division- Homelessness Assistance Unit,Document Recording Fee Backfill STATEMENT OF ISSUE: Washington State legislature recognized that the decline in document recording due to the decline in home sales reduced the revenue in the Local Document Fee Program for Affordable/Homeless Housing via State RCW 36.22.250. They authorized for local jurisdictions to receive this supplemental/backfill funding via the Washington State Department of Commerce Housing Division—Homelessness Assistance Unit. ANALYSIS: The Auditors office will manage and bill the grant. Revenue will be received in Fund 149 and used to support the expense of the Jefferson County Emergency Shelter. FISCAL IMPACT: This is $168,961 in grant revenue, with no match requirement. RECOMMENDATION: Staff requests the Board approve a motion to designate the County Administrator to sign the Contract Number: 26-46108-102 for Document Recording Fee Backfill via Docusign. REVIEWED BY: Jos eters, County Administrator Date CONTRACT REVIEW FORM Clear Form (INSTRUCTIONS ARE ON THE NEXT PAGE) CONTRACT WITH: Washington State Department of Commerce Contract No: 26-46108-102 Contract For: Document Recording Fee Backfill Term: 7/1/2025 - 6/30/2027 COUNTY DEPARTMENT: Jefferson County Auditors Office Contact Person: Amanda Christofferson Contact Phone: 360-385-9232 Contact email: amchristofferson@co.jefferson.wa.us AMOUNT: 168,961.00 PROCESS: — Exempt from Bid Process Revenue: 168,961.00 _ Cooperative Purchase Expenditure: _ Competitive Sealed Bid Matching Funds Required: — Small Works Roster Sources(s) of Matching Funds Vendor List Bid Fund# 149 ` RFP or RFQ Munis Org/Obj 14933404/334091 ✓ Other: Grant APPROVAL STEPS: STEP 1: DEPARTMENT CERTIFIES COMPLIANCE WITH JCC 3.55.080 AND CHAPTER 42.23 RCW. CERTIFIED: IT N/A:n Alta-Ate& CiLt.,G C�/ rL 7/25/2025 Signature ( Date STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL AGENCY. / CERTIFIED: ❑ N/A: E + � 1� 'git.ae� 7/25/2025 Signature �G Date STEP 3: RISK MANAGEMENT REVIEW (will be added electronically through Laserfiche): Electronically approved by Risk Management on 8/6/2025. Signature line is for County Administrator, not BoCC Chair. Presuming this is appopriate, County Administrator will sign via DocuSign once Board approves contract. STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche): Electronically approved as to form by PAO on 8/6/2025. State grant agreement. Hard to change. If final signatures are through DocuSign, please send the DocuSign link for PAO signature to PAOChiefCivil@co.jefferson.wa.us. STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY(IF REQUIRED). STEP 6: CONTRACTOR SIGNS STEP 7: SUBMIT TO BOCC FOR APPROVAL 1 INSTRUCTIONS Do not apply digital signatures until the entire packet is ready to submit. APPROVAL STEPS: STEP 1: COMPLIANCE WITH JCC 3.55.080 3.55.080 and Chapter 42.23 RCW. Department Heads or Elected Officials for departments who are proposing the contract must check one of the two boxes: (1) Check the "Certification" box, demonstrating compliance with that JCC 3.55.080 and Chapter 42.23 RCW;or,(2)Check the"N/A"box,verifying that certification does not apply: (a)For approval of contracts before a contractor is selected;or,(b)For contracts with other government agencies,including interlocal agreements. Department Heads or Elected Officials may delegate this responsibility to certify the Contract Review Form in writing to a person who has been trained to determine compliance with JCC 3.55.080 and Chapter 42.23 RCW.JCC 3.55.080 states: "All persons involved in county purchasing are required to follow the rules regarding conflicts of interest as set forth in Chapter 42.23 RCW,as now or hereafter amended, and, in addition thereto, are expressly prohibited from accepting, directly or indirectly, from any person, company, firm, or corporation to which any procurement or contract is or might be awarded, any rebate, gift, money or anything of value whatsoever,except where given for the use and benefit of the county." STEP 2: CERTIFICATION THAT THE CONTRACTOR HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL AGENCY.Department Heads or Elected Officials for departments who are proposing the contract must check one of the two boxes: (1) Check the "Certification" box, demonstrating that the contractor has not been debarred by a government agency; or, (2) Check the"N/A"box, verifying that certification does not apply: (a) For approval of contracts before a contractor is selected; or, (b) For contracts with other government agencies that do not involve grant funding,including interlocal agreements. Department Heads or Elected Officials may delegate this responsibility to certify the Contract Review Form in writing to a person who has been trained to determine whether contractors have been debarred by a government agency. Contractors who have been debarred by a government agency are not eligible to contract with that agency or Jefferson County. Jefferson County does not want to contract with debarred contractors because they are considered untrustworthy. In addition,where grant funding is involved, debarred contractors usually are not eligible to receive grant money and,if they are given grant funding,the County may be required to repay spent grant funding.At a minimum,checking the certified box requires checking: • Exclusions Section of the Federal Government Services Administration System for Award Management (SAM) at https://sam.gov/content/exclusions;and, • The Washington State Department of Labor&Industries Debarred Contractors List website (https://secure.lni.wa.gov/debarandstrike/ContractorDebarList.aspx). In addition, before checking the"Certification"box,the department should ask contractors to verify they have not been debarred by a federal, state or local government agency. The department may satisfy Step 2 by attaching the standard debarment certificate completed by the contractor. However, even if a standard debarment certificate is attached, the "Certification" box still must be checked to satisfy Step 2. STEP 3: RISK MANAGEMENT REVIEW.Risk management review of all contracts is required by the County's relationship with the Washington Counties Risk Pool and by the County's risk management resolution. Risk management review involves determining whether the contract is a valid contract and whether the contract language, including risk allocation provisions like indemnity and insurance requirements,adequately protect the County from risks posed by the contract. STEP 4: PROSECUTING ATTORNEY REVIEW. Legal review of all contracts by the Prosecuting Attorney's Office (PAO) is required by the County's relationship documents with the Washington Counties Risk Pool and by the County's risk management resolution. Review by the PAO involves determining whether the contract is a valid and unambiguous contract and may include whether the contract language,including risk allocation provisions,adequately protect the County from risks posed by the contract. STEP 5: REVISIONS, IF REQUIRED BY RISK MANAGEMENT OR THE PAO. If required, the department makes revisions suggested by risk management or the PAO.Then,the department resubmits the revised contract to risk management and the PAO. STEP 6: CONTRACTOR SIGNS. Obtain the contractor's signature before submitting to the Board of County Commissioners (BoCC)for approval. STEP 7: SUBMIT TO BOCC FOR APPROVAL. 1. Print 3 duplicate originals of the contract for the Commissioners'signature. 2. The submittal should include: a. The 3 duplicate originals,each with PAO's signature approving the contract as to form; b. This Contract Review Form showing approval by Risk Management and the PAO;and, c. An Agenda Request. 3. Send all together in a hard copy packet to Attn:Julie/BoCC Office via interoffice mail to submit to the BoCC Agenda.The Deadline for Agenda Items is Tuesday's by 4:30 p.m.in order to be included on the following Monday's Agenda. If the submission does not meet this deadline,it will be added to the agenda for next Monday regular meeting of the BoCC. OUESTIONS: Questions about contracting and contract review should be presented first to the person in the department responsible for submission of contracts for approval. If questions cannot be answered within the department,then questions should be presented to Risk Management or the PAO's Civil Department. For questions about scheduling Agenda items, posting Agenda items, etc., please email or call Julie Shannon,BoCC Office,x384. 2 Docusign Envelope ID:F1D8666F-0380-4987-8038-1DE7A063D4C9 #104 Washington State 140 Commerce Interagency Agreement with Jefferson County Through Housing Division Homelessness Assistance Unit Contract Number: 26-46108-102 For Document Recording Fee Backfill Dated: July 1 , 2025 Docusign Envelope ID:F1D8666F-0380-4987-8038-1DE7A063D4C9 6.►.tw'ashiny:on Slate 940 Commerce Table of Contents FACE SHEET 3 SPECIAL TERMS AND CONDITIONS 4 1. AUTHORITY 4 2. CONTRACT MANAGEMENT 4 3. COMPENSATION 4 4. BILLING PROCEDURES AND PAYMENT 4 5. SUBCONTRACTOR DATA COLLECTION 5 6. INSURANCE 5 7. FRAUD AND OTHER LOSS REPORTING 6 8. ORDER OF PRECEDENCE 6 GENERAL TERMS AND CONDITIONS 7 1. DEFINITIONS 7 2. ALL WRITINGS CONTAINED HEREIN 7 3. AMENDMENTS 7 4. ASSIGNMENT 7 5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION 7 6. COPYRIGHT 8 7. DISPUTES 8 8. GOVERNING LAW AND VENUE 8 9. INDEMNIFICATION 9 10. LICENSING,ACCREDITATION AND REGISTRATION 9 11. RECAPTURE 9 12. RECORDS MAINTENANCE 9 13. SAVINGS 9 14. SEVERABILITY 9 15. SUBCONTRACTING 9 16. SURVIVAL 10 17. TERMINATION FOR CAUSE 10 18. TERMINATION FOR CONVENIENCE 10 19. TERMINATION PROCEDURES 10 20. TREATMENT OF ASSETS 11 21. WAIVER 11 ATTACHMENT A:SCOPE OF WORK 12 ATTACHMENT B:BUDGET 13 ATTACHMENT C: COMPLAINT PROCEDURE 14 Page 2 of 16 Docusign Envelope ID:F1D8666F-0380-4987-8038-1DE7A063D4C9 .4I'1a Washing.on Stale DEN^,rnent of sJ Commerce Face Sheet Contract Number: 26-46108-102 Washington State Department of Commerce r Ds Housing Division - Homelessness Assistance Unit (HAU) I IAA 1.Contractor 2. Contractor Doing Business As (as applicable) Jefferson County 1820 Jefferson St. Port Townsend, WA 98368 3. Contractor Representative 4. COMMERCE Representative Amanda Christofferson Esmeralda Zavala Montalvo Grant Administrator Compliance Manager 360-385-9232 360-725-2816 amchristofferson(a�co.iefferson.wa.us esmeralda.zavala- montalvo@commerce.wa.gov 5. Contract Amount 6. Funding Source 7. Start Date 8. End Date $168,961 Federal:❑ State:® Other: ❑ N/A: ❑ July 1,2025 June 30,2027 9. Federal Funds (as applicable) Federal Agency: ALN N/A N/A N/A 10.Tax ID# 11.SWV# 12.UBI# 13.UEI# N/A 0002430-28 161-001-169 FGN7DDMJA7H7 14.Award Method NOFO/RFX# Proviso# Direct: ® Competitive: ❑ N/A N/A 15.Contract Purpose Document Recording Fee Backfill funds are "for maintaining programs and investments" under local homeless housing plans and affordable housing under RCW 36.22.178. Funds must be prioritized for preserving and maintaining existing programs and service levels, as reported to Commerce in the SFY 2024 Annual Expenditure Report 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 documents incorporated by reference: Contractor Terms and Conditions including Attachment "A" - Scope of Work, Attachment"B" —Budget, and Attachment"C" —Complaint Procedure. FOR CONTRACTOR FOR COMMERCE Ds FICK Josh Peters, County Administrator Tedd Kelleher, Interim Assistant Director Housing Division Signature Date APPROVED AS TO FORM ONLY Date BY ASSISTANT ATTORNEY GENERAL APPROVAL ON FILE Approved as to form only:I Philip C.Hunsucker, Date Chief Civil Deputy Prosecuting Attorney — Page 3 of 16 Docusign Envelope ID:F1 D8666F-0380-4987-8038-1 DE7A063D4C9 .ice•washinq:on State Deparment of 940 Commerce Special Terms and Conditions 1. AUTHORITY COMMERCE and Contractor enter into this Contract pursuantto the authority granted by Chapter 39.34 RCW. 2. 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 forth e Contractor and their contact information are identified on the Face Sheet of this Contract. 3. COMPENSATION COMMERCE shall pay an amount notto exceed $168,961 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 shall be based on the terms of the Scope of Work and Budget. Expenses Grantee shall receive reimbursement for approved expenses as identified below or as authorized in advance by COMMERCE as reimbursable.The maximum amountto be paid to the Grantee for authorized expenses shall not exceed $168,961,which amount is included in the Grant total above. If travel is required to complete the scope of work and is 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.Grantee shall be reimbursed at a rate not to exceed the current state rate and in accordance with the State of Washington Office of Financial Management Travel Regulations. 4. BILLING PROCEDURES AND PAYMENT COMMERCE will pay Grantee 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,th a progress of the project, and an y expen ses to be reimbursed.The invoice shall include Grant Number 26-46108-102. If applicable, Grantee 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 Grant 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 Grantee's Statewide Vendor (SWV)number. Page 4 of 16 Docusign Envelope ID:F1D8666F-0380-4987-8038-1DE7A063D4C9 .1►A Washington State Depamerit of ! j Commerce COMMERCE may, in its sole discretion,terminate this Grant or withhold payments 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 underthisAgreementshall be made by COMMERCE.No payments in advance of or in anticipation of anyexpen se reimbursable under this Grant shall be made by COMMERCE If subgranting an d/or su bcontracting is authorized by COMMERCE,all Su bgrantee/Subcontractor payments are reimbursable expenses within the meaning of th isAgreemen t.Grantee musthave,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 Grant. Invoices and End of Fiscal Year Invoices are due on the 20th of the month following the provision of services. Final in voices fora state fiscal year may be due soon erth an the 20th and Commerce will provide notification of the end of fiscal year due date. The Contractor must invoiceforall expenses from the beginningofthecontractthrough June 30,regardless of the contract start and end date. Duplication of Billed Costs The Contractor sh all 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 Grantee is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its su bgran tees. Unless otherwise authorized by COMMERCE in writing, reimbursable payroll costs shall not indude 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.). Cost Date Allowable expenses paid by Grantee from July 1,2025 through the end date listed on the Face Sheet are eligible for reimbursement under this Contract subject to reimbursement requirements stated herein. 5. SUBCONTRACTOR DATA COLLECTION Contractorwill 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. 6. 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. Additionally, the Contractor is responsible for ensuring that any Subgrantees provide adequate insurance coverage for the activities arising out of subgrants, as follows: Page 5 of 16 Docusign Envelope ID:F1D8666F-0380-4987-8038-1DE7A063D4C9 0/ Washing:on State Depa•tment of v4 0 Commerce 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 Subgrant activity but no less than$1,000,000 per occurrence. Automobile Liability. In the event that performance pursuant to this Grant involves the use of vehicles,owned or operated by the 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. 7. 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. 8. 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 • Attach ment A—Scope of Work • Attachment B—Budget • CHG Guidelines,incorporated by reference on the Face Sheet. Page 6 of 16 Docusign Envelope ID:F1D8666F-0380-4987-8038-1DE7A063D4C9 • A Wa pzy,on Stote � De a.�Commerce General Terms and Conditions 1. DEFINITIONS As used throughout this Contract,the following terms shall have the meaning set forth below: A. "Authorized Representative"sh all 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 Attachments,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. "Contractor"or "Grantee"shall mean the entity identified on the face sheet performing service(s) under this Contract,and shall include all employees and agents of the Contractor. E. "Personal Information"shall mean information identifiable to any person,including,but not limited to, information that relates to a person's name,health,finances,education,business,use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers, and "Protected Health Information"under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). F. "State"shall mean the state of Washington. G. "Subcontractor"shall mean one not in the employment of the Contractor,who is performing all or part of those services un der this Contract under a separate contract with the Contractor.The terms "subcontractor"and"subcontractors"mean subcontractor(s)in any tier. 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. 3. AMENDMENTS Th is Contract may be amended by mutual agreementof 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: i. All material provided to the Contractor by COMMERCE that is designated as"confidential"by COMMERCE; ii. 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. Page 7 of 16 Docusign Envelope ID:F1D8666F-0380-4987-8038-1DE7A063D4C9 `lit/1k Washing:on State Depatrnent of v40 Commerce 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 sh all 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 sh all 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 assignsall 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 rightto copyright,patent,register and the ability to transfer these rights. For Materials that are delivered underthe Contract,butthat 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 documentwhich was not produced in the performance of th is Con tract.The Con tractorsh all provide COMMERCE with prompt written notice of each notice or claim of infringement received by the Contractor with respect to any Materials delivered under th is Contract.COMMERCE shall have the rightto 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,Agreementterms 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. 8. 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. Page 8 of 16 Docusign Envelope ID:F1D8666F-0380-4987-8038-1DE7A063D4C9 40VOA N;ashing.on State Depa-:rnent of v40 Commerce 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 anyway 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 Con tract. 15. SUBCONTRACTING The Contractor may only subcontract work contemplated u nderth is Contract if it obtains the prior written approval of COMMERCE. 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 mon itorthe activities of the Subcontractorto assure fiscal conditions of this Contract.In no event shall the existence of a subcontract operate to release Page 9 of 16 Docusign Envelope ID:F1D8666F-0380-4987-8038-1DE7A063D4C9 .I► Washington State ;41.;CoDepa'tmmmerent c e of 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. 17. TERMINATION FOR CAUSE 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 bylaw including,but not limited to, any cost difference between the original con tractand 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 rightto suspend all orpart of the Contract,with hold furtherpaymen ts,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)busin ess 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 with hold 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. After receipt of a notice of termination,and except as otherwise directed by the Authorized Representative, the Contractor shall: Page 10 of 16 Docusign Envelope ID:F1D8666F-0380-4987-8038-1DE7A063D4C9 /1/P.Washington State Depa-trnent of 940 Commerce 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 Con tract had been completed,would have been required to be furnished to COMMERCE; F. Complete performance of such part of the work as shall nothave 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 u nder th is 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 Contractorshall,unless otherwise provided herein or approved by COMMERCE,be used only for the performance of this Contract. B. The Contractorshall 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 Contractorshall immediately notify COMMERCE and shall take all reasonable steps to protect the property from further damage. D. The Contractorsh all surrenderto COMMERCE all property of COMMERCE priorto settlement upon completion,termination or cancellation of this Con tract. 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 11 of 16 Docusign Envelope ID:F1D8666F-0380-4987-8038-1DE7A063D4C9 4109Wr.Washington Depa tmentState of '40 Commerce Attachment A: Scope of Work Document Recording Fees (DRF) Backfill must be prioritized for preserving and maintaining existing program levels and service levels. Allowable uses for these funds are for any allowable Consolidated Homeless Grant activity and any allowable activity pursuant to uses of local document recording fees. Lead and subgrantees must commit to reporting quality and timely HMIS data for projects funded with DRF Backfill. Page 12 of 16 Docusign Envelope ID: F1D8666F-0380-4987-8038-1DE7A063D4C9 elk Washing:on State Department of v40 Commerce Attachment B: Budget DRF Backfill SFY 2026 $168,961 Total $168,961 Page 13 of 16 Docusign Envelope ID:F1D8666F-0380-4987-8038-1DE7A063D4C9 O. Washington Slate Department of is) Commerce Attachment C: Complaint Procedure Lead/subgrantees must have a complaint procedure for: ✓ all households seeking or receiving services, ✓ employees and volunteers, and ✓ public upon request The Complaint Procedure must include: ✓ Contact information for who is responsible for handling complaints ✓ A description of how to submit a complaint • The submission process must allow for submission of anonymous complaints. An anonymous complaint and/or a complaint submitted using an alias must be identified as such for records purposes. ✓ Timelines, including expected follow-up response times. v A description of how complaints will be addressed at the lead/subgrantee level. The complaint procedure must: ✓ Be in written form using plain talk language, including how to request translation services or other accommodations and assistance needed to complete the complaint. ✓ Be posted at facilities and on websites. ✓ Be available to the public upon request. ✓ Be accessible to all households seeking or receiving services. • Be communicated and provided to households, including within all materials, such as client handbooks and signatory paperwork, and discussed/verbalized during intake. ✓ Be provided to all employees upon hiring. • Must prohibit any form of retaliation via fines, fees, or other strictly enforced contractual terms. ✓ Explain how to escalate the complaint for external review if the issue has been unsatisfactorily resolved with the lead/subgrantee, or if the person is fearing retaliation, including: • How to escalate the complaint to the lead grantee, if applicable • How to escalate the complaint to Commerce, including submitting anonymously, via the Commerce CHG Program Manager or Commerce's Quality Assurance Manager. The lead/subgrantee's internal complaint procedure must be implemented first before escalating it to the external process of the lead grantee or Commerce, unless the person filing a complaint fears retaliation working with the internal complaint process. Lead/subgrantees are required to maintain a complaint log. The complaint log will indicate the complaint and actions taken to resolve the complaint. The complaint log may be reviewed during monitoring or upon request by Commerce. The complaint procedure does not replace landlord-tenant law or established processes such as Medicaid fair hearings processes. Page 14 of 16 Docusign Envelope ID:F1D8666F-0380-4987-8038-1DE7A063D4C9 6411'W ishinq.on State Depa':rnent of v4 0 Commerce Note: Some federal funding sources also require that the U.S. Department of Housing and Urban Development (HUD) also be listed for complaint submission if all other avenues have been exhausted. Page 15 of 16 Docusign Envelope ID:F1D8666F-0380-4987-8038-1DE7A063D4C9 elk Washing:on State Depa•tment of V40 Commerce Page 16 of 16 0 docusign Certificate Of Completion Envelope Id:F1D8666F-0380-4987-8038-1DE7A063D4C9 Status:Sent Subject:Complete with Docusign:Jefferson-DRF SFY 2026 Contract.pdf Division: Community Services and Housing Program:CHG ContractNumber:26-46108-102 DocumentType:Contract Source Envelope: Document Pages: 16 Signatures:0 Envelope Originator: Certificate Pages:5 Initials:2 Esmeralda Zavala-Montalvo AutoNav:Enabled 1011 Plum Street SE Envelopeld Stamping:Enabled MS 42525 Time Zone:(UTC-08:00)Pacific Time(US&Canada) Olympia,WA 98504-2525 esmeralda.zavala-montalvo@commerce.wa.gov IP Address: 198.238.6.146 Record Tracking Status:Original Holder:Esmeralda Zavala-Montalvo Location:DocuSign 7/24/2025 6:01:32 PM esmeralda.zavala-montalvo@commerce.wa.gov Security Appliance Status:Connected Pool:StateLocal Storage Appliance Status:Connected Pool:Washington State Department of Commerce Location:Docusign Signer Events Signature Timestamp Julie Montgomery DS Sent:7/24/2025 6:05:32 PM julie.montgomery@commerce.wa.gov rz'A Viewed:7/25/2025 6:53:32 AM Washington State Department of Commerce Signed:7/25/2025 6:56:18 AM Security Level:Email,Account Authentication (None) Signature Adoption:Pre-selected Style Using IP Address:198.238.8.147 Electronic Record and Signature Disclosure: Not Offered via Docusign Kathy Kinard FODS C Sent:7/25/2025 6:56:20 AM Kathy.Kinard@commerce.wa.gov Viewed:7/25/2025 7:42:48 AM Managing Director Signed:7/25/2025 7:43:41 AM Security Level:Email,Account Authentication (None) Signature Adoption:Pre-selected Style Using IP Address:147.55.149.142 Electronic Record and Signature Disclosure: Not Offered via Docusign Josh Peters Sent:7/25/2025 1:42:45 PM Jdpeters@co.jefferson.wa.us Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:7/22/2025 8:01:34 AM ID:816874bd-33be-406c-a516-549dc439d7ad Tedd Kelleher tedd.kelleher@commerce.wa.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Amanda M.Christofferson Sent:7/25/2025 7:43:43 AM AMchristofferson@co.jefferson.wa.us VIEWED Viewed:7/25/2025 1:42:45 PM REPAH representative for HRGP Security Level:Email,Account Authentication Using IP Address:64.184.145.20 (None) Electronic Record and Signature Disclosure: Accepted:7/25/2025 1:42:45 PM ID:0844ed8d-9688-49c3-a5f1-3af14b8f6743 Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/24/2025 6:05:32 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on:8/11/2020 4:44:12 PM Parties agreed to:Josh Peters,Amanda M.Christofferson ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Washington State Department of Commerce(we, us or Company)may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD),please confirm your agreement by selecting the check-box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time,you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account,you may access the documents for a limited period of time (usually 30 days)after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you,you will be charged a $0.15 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically,you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further,you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein,we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations,acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure,we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus,you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process,please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Washington State Department of Commerce: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: docusign@commerce.wa.gov To advise Washington State Department of Commerce of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you,you must send an email message to us at docusign@commerce.wa.gov and in the body of such request you must state: your previous email address,your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account,you may update it with your new email address through your account preferences. To request paper copies from Washington State Department of Commerce To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically,you must send us an email to docusign@commerce.wa.gov and in the body of such request you must state your email address,full name,mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with Washington State Department of Commerce To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session,and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to docusign@commerce.wa.gov and in the body of such request you must state your email,full name,mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically,which will be similar to other electronic notices and disclosures that we will provide to you,please confirm that you have read this ERSD,and (i)that you are able to print on paper or electronically save this ERSD for your future reference and access; or(ii)that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein,then select the check-box next to `I agree to use electronic records and signatures'before clicking `CONTINUE' within the DocuSign system. By selecting the check-box next to `I agree to use electronic records and signatures', you confirm that: • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it,for future reference and access; and • Until or unless you notify Washington State Department of Commerce as described above,you consent to receive exclusively through electronic means all notices, disclosures,authorizations,acknowledgements, and other documents that are required to be provided or made available to you by Washington State Department of Commerce during the course of your relationship with Washington State Department of Commerce.