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Habitat for Humanity of East Jefferson County Chip Funding Phase I - 072726
SUBRECIPIENT AGREEMENT BETWEEN JEFFERSON COUNTY AND Habitat for Humanity of East Jefferson County This Subrecipient Agreement (Agreement) is made and entered into between Jefferson County (County) and Habitat for Humanity of East Jefferson County (Subrecipient)for the purpose of dispensing funds associated with the Connecting Housing to Infrastructure Program (CHIP) for Mason Street utility infrastructure improvements from state funds managed by Washington State Department of Commerce Contract#26-96330-111 (Grant)between County and the Washington State Department of Commerce as described in Washington State Department of Commerce Contract# 26-96330-111 (Agency Contract). It is the intent of County to dispense funds to Subrecipient for the development of affordable housing in the Port Hadlock UGA and it is the intent of Subrecipient to accept funds for the purpose of accomplishing the same. IT IS AGRED UPON BY THE PARTIES AS FOLLOWS: A. TERM OF THIS AGREEEMENT The term of this Agreement shall be from the Effective Date until June 30, 2027. The Effective Date shall be the date upon which this Agreement is signed by all parties. B. TERMINATION (1) Should a party default in providing services under this Agreement or materially breach any of its provisions,the other party may terminate this Agreement upon ten(10)days written notice.A party shall have the right and opportunity to cure any such material breach within the ten(10)day period. (2) The County may terminate this Agreement upon immediate notice to Subrecipient in the event that the funding for the project ceases or is reduced in amount. Subrecipient will be reimbursed for services expended up to the date of termination. (3) If the source of the Grant providing funds for this Agreement is the Federal government, and if County determines that subrecipient has engaged in any act that constitutes a violation of the U.S. Constitution, Federal statutes, regulations, or terms and conditions of the Federal award, then County may use any remedy set forth at 2 CFR § 200.339, including immediately suspending or terminating this Agreement and/or payment of funds. Prior notice to Subrecipient is not required under this section. (4) This Agreement may be terminated without cause at any time by either party subject to a sixty(60) day advance written notice of such termination to the other party. Jefferson County Grant Subrecipient Agreement: [Contract#] Page 1 of 16 (5) Termination of this Agreement, pursuant to the processes described herein shall not constitute a breach of this Agreement. C. PROFESSIONAL SERVICES BY SUBRECIPIENT Professional services to be provided by Subrecipient shall include: (1) All Work Required by the Agency Contract. All work required by the Agency Contract, a true and correct copy of which is attached as APPENDIX B, the terms and conditions of which are incorporated herein. (2) Financial and Program Management. Subrecipient shall maintain an organizational structure that clearly defines responsibilities; systems and personnel to maintain accounting records that accurately reflect all program revenues and expenditures; prepare monthly statements of activity; maintain appropriate client service records and progress reports; and track key program performance indicators. (3) Perform All Subrecipient Obligations. Subrecipient shall fulfill all of Subrecipient Obligations listed below. (4) Records Keeping and Preservation. Subrecipient shall maintain physical facilities sufficient to comply with any state and federal records keeping and preservation requirements and those requirements set forth below at the section titled: "RECORDS AND DOCUMENT REVIEW." D. SUBRECIPIENT'S OBLIGATIONS Subrecipient shall fulfill the following obligations: (1) Subrecipient shall fulfill all the requirements of the Agency Contract for the Project. This includes providing all labor and materials required for completion of the Project. Failure to comply with the Agency Contract shall constitute material breach of this Agreement. (2) Along with those requirements set forth in Paragraph J (below) Subrecipient shall be aware of and comply with all record keeping and reporting obligations, and shall assist County in the same, as if Subrecipient were a signatory party to, and direct recipient of, the funding under the Agency Contract. This obligation shall include, but not be limited to, maintaining and preserving detailed records, providing all records, documents, and things in support thereof to County upon county's request or in line with any reporting schedule set forth in the Agency Contract, and promptly informing County of any errors,mistakes, oversights, or other modifications to records as soon as Subrecipient becomes of aware that such issues exists or alterations need to be made. Failure to comply with this section shall constitute a material breach of this Agreement. (3) Subrecipient shall comply with all state and federal requirements regarding the confidentiality of participant records. (4) Subrecipient shall have written policies regarding sexual harassment and non-discrimination (said policies must guarantee human/civil rights); regarding a person's right to privacy, regarding safeguarding personal information and abuse of participants; regarding agency Jefferson County Grant Subrecipient Agreement: [Contract#] Page 2 of 16 medication procedure; regarding respectful staff-to-participant interactions (i.e.: including a person's right to be treated with dignity and respect free of abuse). (5) Subrecipient shall have a grievance policy that: (a) Negotiates conflicts and advises participants of grievance procedures; (b) Is explained to participants; (c) Prohibits retaliation for using the grievance process; (d) Includes a non-retaliation statement; (e) Assures that advocates are available and encourages participants to bring advocates to help negotiate; (f) Includes a mediation process that promotes the use of someone who is unaffected by the outcome if conflicts remain unresolved; and, (g) Includes a process for tracking and reporting grievances. (6) Subrecipient shall comply with all applicable federal, state and local regulations. (7) Subrecipient shall comply with all the policies of the Jefferson County department managing this Agreement. (8) Subrecipient shall track and analyze incident reports for potential trends and patterns. (9) Subrecipient shall provide the following: (a) Equal Access: Subrecipient shall assure equal access to persons who do not speak or have a limited ability to speak, read, or write English well enough to understand and communicate effectively. Jefferson County Grant Subrecipient Agreement: [Contract#] Page 3 of 16 (b) Qualified Staff: Subrecipient shall provide adequate, qualified staff with skills and experience in evaluation, training, supervision, counseling and support of adults with developmental disabilities who are earning wages, per the attached Statement of Work. Subrecipient shall assure that all direct service staff are trained, and that training is documented. Subrecipient shall provide the County with information regarding staff qualifications upon request. E. DEBARMENT By signing this Agreement, Subrecipient certifies that it is not presently debarred, suspended, proposed for debarment,declared ineligible, or voluntarily excluded in any Washington State or Federal department or agency from participating in transactions (debarred). Subrecipient agrees to include the above requirement in any and all subcontracts into which it enters,and also agrees that it will not employ debarred individuals. Subrecipient must immediately notify the County if, during the term of this Agreement, Subrecipient becomes debarred. The County may immediately terminate this Agreement by providing Subrecipient written notice,if Subrecipient becomes debarred during the term of this Agreement. F. FEDERAL FUNDING ACCOUNTABILITY&TRANSPARENCY ACT(FFATA) (1) This Agreement is supported by federal funds that require compliance with the Federal Funding Accountability and Transparency Act (FFATA or the Transparency Act). The purpose of the Transparency Act is to make information available online so the public can see how federal funds are spent. (2) To comply with the act and be eligible to enter into this Agreement,Subrecipient must have a Data Universal Numbering System(DUNS®)number.A DUNS®number provides a method to verify data about your organization. If Subrecipient does not already have one, a DUNS® number is available free of charge by contacting Dun and Bradstreet at www.dnb.com. (3) Information about Subrecipient and this Agreement will be made available on www.uscontractorregistration.com, as required by P.L. 109-282. The Federal Funding Accountability and Transparency Act Data Collection Form is considered part of this Agreement and must be completed and returned along with this Agreement. G. FUNDING WITHDRAWN, REDUCED OR LIMITED If the County determines in its sole discretion that the funds it relied upon to establish this Agreement have been withdrawn,reduced or limited,or if additional or modified conditions are placed on such funding after the effective date of this Agreement but prior to the normal completion of this Agreement,then the County, at its sole discretion, may: (1) Terminate this Agreement; (2) Renegotiate this Agreement under the revised funding conditions; or, (3) Suspend Subrecipient's performance under this Agreement upon five (5) business days' advance notice to Subrecipient, if the County determines that there is a reasonably likelihood that the funding insufficiency may be resolved in time to allow Subrecipient's performance to resume prior to the normal completion date of this Agreement. Nothing in this section shall have the effect of limiting or preventing the County from executing any remedy set forth at 2 CFR § 200.339 or any other federal regulation governing the dispensation of grant funding, if applicable. Jefferson County Grant Subrecipient Agreement: [Contract#] Page 4 of 16 H. REIMBURSEMENTS (1) Total reimbursements for fiscal year 2026-2027 to Subrecipient by the County under this Agreement shall not exceed $ 999,576.35, including any allowable expenses for the services provided under this Agreement without express written amendment signed by both parties to this Agreement. (2) For said services rendered under this Agreement,the County shall reimburse Subrecipient pursuant to this Agreement and the Agency Contract. (3) Work performed between June 30, 2027 and the execution of this Agreement that is consistent with the provisions of this Agreement is hereby ratified. (4) Subrecipient shall bill the County monthly in arrears and on a monthly basis, on or before the 15th day of the month, for units of service provided under this Agreement. Subrecipient shall submit a Monthly Services Report for its billings. At no time shall the invoices for reimbursement be submitted more than 30 calendar days following the last day of the month for which the services were provided without the County's approval. (5) County may,at its option,withhold reimbursement for any month in which required reports and/or invoices have not been received, are not accurate and/or complete, and/or for contractual non- compliance issues. I. OVERPAYMENTS OR ERRONEOUS PAYMENTS TO SUBRECIPIENT If overpayments or erroneous payments have been made to Subrecipient under this Agreement,the County will provide notice to Subrecipient and Subrecipient shall refund the full amount of the overpayment within thirty(30)calendar days of the notice. If Subrecipient fails to make timely refund,the County may charge Subrecipient one percent(1%)per month on the amount due,until paid in full. J. RECORDS AND DOCUMENTS REVIEW (1) Subrecipient must maintain books,records,documents,magnetic media,receipts,invoices or other evidence relating to this Agreement and the performance of the services rendered, along with accounting procedures and practices, all of which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Agreement. At no additional cost, these records, including materials generated under this Agreement, are subject at all reasonable times to inspection, review, or audit by the Agency, the Office of the State Auditor, and state and federal officials so authorized by law,rule,regulation,or agreement[See 42 USC 1396a(a)(27)(B); 42 USC 1396a(a)(37)(B);42 USC 1396a(a)(42(A);42 CFR 431, Subpart Q; and 42 CFR 447.202]. (2) Subrecipient must retain such records for a period of six (6) years after the date of final payment under this Agreement. (3) If any litigation,claim or audit is started before the expiration of the six(6)year period,the records must be retained until all litigation, claims, or audit findings involving the records have been resolved. Jefferson County Grant Subrecipient Agreement: [Contract#]Page 5 of 16 K. RIGHTS OF STATE AND FEDERAL GOVERNMENTS In accordance with 45 C.F.R. 95.617, all appropriate state and federal agencies, including but not limited to the Centers for Medicare and Medicaid Services (CMS), will have a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, translate, or otherwise use, and to authorize others to use for Federal Government purposes: (i) software, modifications, and documentation designed, developed or installed with Federal Financial Participation(FFP)under 45 CFR Part 95,subpart F;(ii)the Custom Software and modifications of the Custom Software, and associated Documentation designed, developed, or installed with FFP under this Agreement;(iii)the copyright in any work developed under this Agreement;and(iv)any rights of copyright to which Subrecipient purchases ownership under this Agreement L. COMPLIANCE WITH SUBRECIPIENT REQUIREMENTS FROM GRANT (1) General. In accordance with 2 CFR 200.501 and 45 CFR 75.501, Subrecipient shall: (a) Maintain records that identify, in its accounts, all federal awards received and expended and the federal programs under which they were received,by Catalog of Federal Domestic Assistance(CFDA) title and number, award number and year, name of the federal agency, and name of the pass-through entity; (b) Maintain internal controls that provide reasonable assurance that Subrecipient is managing federal awards in compliance with laws, regulations, and provisions of contracts or grant agreements that could have a material effect on each of its federal programs; (c) Prepare appropriate financial statements, including a schedule of expenditures of federal awards; (d) Incorporate OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501 audit requirements into all agreements between Subrecipient and its subcontractors who are subrecipients; (e) Comply with any future amendments to OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501 and any successor or replacement Circular or regulation; (f) Comply with the applicable requirements of OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501 and any future amendments to OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501, and any successor or replacement Circular or regulation; and, (g) Comply with the Omnibus Crime Control and Safe Streets Act of 1968, Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Title II of the Americans with Disabilities Act of 1990, Title IX of the Education Amendments of 1972, The Age Discrimination Act of 1975, and The Department of Justice Non-Discrimination Regulations, 28 C.F.R. Part 42, Subparts C.D.E. and G, and 28 C.F.R. Part 35 and 39. (Go to http://oip.gov/about/offices/ocr.htm for additional information and access to the aforementioned Federal laws and regulations.) (2) Single Audit Act Compliance. If Subrecipient expends $750,000 or more in federal awards from any and/or all sources in any fiscal year, Subrecipient will procure and pay for a single audit or a program-specific audit for that fiscal year. Upon completion of each audit, Subrecipient will: Jefferson County Grant Subrecipient Agreement: [Contract#]Page 6 of 16 (a) Submit to the Authority contact person the data collection form and reporting package specified in OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501, reports required by the program-specific audit guide (if applicable), and a copy of any management letters issued by the auditor; (b) Follow-up and develop corrective action for all audit findings; in accordance with OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501,prepare a"Summary Schedule of Prior Audit Findings." (3) Overpayments. If it is determined by the Agency or the County, or during the course of a required audit, that Subrecipient has been paid unallowable costs under this or any Program Agreement, Subrecipient will refund the full amount to the Agency as provided in Section I. OVERPAYMENTS OR ERRONEOUS PAYMENTS TO SUBRECIPIENT. M. RISK ASSESSMENT AND MONITORING FOR COMPLIANCE BY THE COUNTY (1) Subrecipient shall immediately report to the County any failure to perform under this Agreement. (2) Along with every request for reimbursement under this Agreement, Subrecipient shall submit a Monitoring Certification using the form attached hereto as Appendix A for purposes of the County performing the risk assessment of Subrecipient and compliance monitoring of this Agreement that is required of the County by the Agency. N. GENERAL TERMS AND CONDITIONS (1) Subrecipient's relation to the County shall at all times be that of independent Subrecipient.Any and all employees of Subrecipient,or other persons engaged in the performance of any work or service required of Subrecipient under this Agreement, shall be considered employees of Subrecipient only, and any claims that may arise on behalf of or against said employees shall be the sole obligation and responsibility of Subrecipient. (2) Subrecipient shall not subcontract or assign any of the services covered by this Agreement without the express written consent of the County.Subcontracting and assignment does not include printing or other customary reimbursable expenses that may be provided in an Agreement. (3) Subrecipient, by signature to this Agreement, certifies that Subrecipient is not presently debarred, suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participating in this Agreement, or any Agreement by any Federal department or agency. Subrecipient also agrees to include the above requirement to all subcontracts into which it enters. (4) Subrecipient shall obtain and keep in force during the terms of this Agreement, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Chapter 48:05 RCW: (a) Worker's compensation and employer's liability insurance. Subrecipient will participate in the Worker's Compensation and Employer's Liability Insurance Program as may be required by the State of Washington; (b) Commercial Automobile Liability or Business Use Insurance providing bodily injury and property damage liability coverage for all owned and non-owned vehicles assigned to or used in the performance of the work for a combined single limit of not less than$1,000,000 Jefferson County Grant Subrecipient Agreement: [Contract#] Page 7 of 16 each occurrence with the County named as an additional insured in connection with Subrecipient's performance of this Agreement. (c) Insurance. Recipient shall maintain commercial general liability coverage in a form acceptable to Jefferson County Risk Management for bodily injury, personal injury, and property damage, with a limit in the amount of at least one million dollars($1,000,000.00) per occurrence, for bodily injury, including death, and property damage. The insurance coverage shall contain no limitations on the scope of the protection provided and include the following minimum coverage: (i) Broad Form Property Damage,with no employee exclusion. (ii) Personal Injury Liability, including extended bodily injury. (iii) Broad Form Contractual/Commercial Liability - including completed operations. (iv) Premises -Operations Liability(M&C). (v) Independent Contractors and Subrecipients. (vi) Blanket Contractual Liability. (5) All employees or subcontractors of Subrecipient who are required to be professionally certified by the State in the performance of services under this Agreement shall maintain professional liability insurance/error and omissions liability insurance in the amount of not less than one million dollars ($1,000,000). In no case shall such professional liability to third parties be limited in any way. (6) It shall be the responsibility of Subrecipient to ensure that any and all persons engaged in the performance of any work or service required of Subrecipient under this Agreement, shall comply with the same insurance requirements that Subrecipient is required to meet. (7) It shall be the responsibility of Subrecipient to ensure that any and all persons engaged in the performance of any work or service required of Subrecipient under this Agreement shall comply with the terms and conditions set forth in the Agency Contract at Appendix B. Failure of any persons engaged by Subrecipient in the performance of any work or service required by Subrecipient under this Agreement, whether such person or entity is an employee, subcontractor, independent contractor, or volunteer of Subrecipient, to comply with the requirements set forth in Agency Contract shall constitute material breach of this Agreement as if Subrecipient had caused the breach directly. (8) Failure on the part of Subrecipient to maintain the insurance as required shall constitute a material breach of contract upon which the County may, after giving five working days' notice to Subrecipient to correct the breach, immediately terminate this Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the County on demand, or at the sole discretion of the County, offset against funds due Subrecipient from the County. (9) All cost for insurance shall be considered incidental to and included in the unit contract prices and no additional payment will be made. (10) Excepting the Workers Compensation insurance and any professional liability insurance secured by Subrecipient,the County will be named on all certificates of insurance as an additional insured. Jefferson County Grant Subrecipient Agreement: [Contract#]Page 8 of 16 Subrecipient shall furnish the County with verification of insurance and endorsements required by this Agreement. The County reserves the right to require complete, certified copies of all required insurance policies at any time. (11) All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. Subrecipient shall submit a verification of insurance as outlined herein within 14 days of the execution of this Agreement to the County. All insurance policies obtained by Subrecipient shall be primary to any equivalent or applicable policies held by the County. All insurance policies obtained by Subrecipient shall include a waiver of subrogation rights. Any self- insured retention, deductible or risk retention maintained, or participated in, by the County coverage for third-party liability claims provided to the county, shall be excess and shall be non- contributory to the insurance policies provided by Subrecipient in order to comply with the insurance requirements of this Subcontract. All policies provided by Subrecipient in order to comply with the insurance requirements of this Subcontract must be endorsed to show this primary coverage. (12) The County will pay no progress payments under this Agreement until Subrecipient has fully complied with this section. This remedy is not exclusive; and the County may take such other action as is available to them under other provisions of this Agreement, or otherwise in law. (13) Nothing in the foregoing insurance requirements shall prevent the County, at its option, from additionally requesting that Subrecipient deliver to the County an executed bond as security for the faithful performance of this Agreement and for payment of all obligations of Subrecipient. (14) It is understood and agreed that this Agreement is entered into in the State of Washington. This Agreement shall be governed by and construed in accordance with the laws of the United States, the State of Washington and the County of Jefferson, as if applied to transactions entered into and to be performed wholly within Jefferson County,Washington between Jefferson County residents. No party shall argue or assert that any state law other than Washington law applies to the governance or construction of this Agreement. (15) Should either party bring any legal action, each party in such action shall bear the cost of its own attorney's fees and court costs.The venue for any legal action shall be solely in the appropriate state court in Jefferson County,Washington, subject to the venue provisions for actions against counties in RCW 36.01.050. (16) Subrecipient shall comply with the WA State Department of Labor and Industries Minimum Wage Act, chapter 49.46 RCW, acknowledging persons with disabilities participating in job assessments are not considered employees. (17) Subrecipient shall indemnify and hold the County,and its officers,officials,employees,agents and volunteers (and their marital communities)harmless from and shall process and defend at its own expense,including all costs,attorney fees and expenses relating thereto,all claims,demands,or suits at law or equity arising in whole or in part,directly or indirectly, from Subrecipient's negligence or breach of any of its obligations under this Agreement; provided that nothing herein shall require a Subrecipient to indemnify the County and its officers, officials, employees, agents and volunteers (and their marital communities)against and hold them harmless from claims,demands or suits based solely upon the conduct of the County, its officers, officials, employees, agents and volunteers(and their marital communities), and provided further that if the claims or suits are caused by or result from the concurrent negligence of: Jefferson County Grant Subrecipient Agreement: [Contract#] Page 9 of 16 (a) Sub recipient's agents or employees; and, (b) The County, its officers, officials, employees, agents and volunteers (and their marital communities),this indemnity provision with respect to: (i)claims or suits based upon such negligence, or(ii)the costs to the County of defending such claims and suits, etc., shall be valid and enforceable only to the extent of Subrecipient's negligence or the negligence of Subrecipient's agents or employees. (c) Subrecipient specifically assumes potential liability for actions brought against the County by Subrecipient's employees, including all other persons engaged in the performance of any work or service required of Subrecipient under this Agreement and, solely for the purpose of this indemnification and defense, Subrecipient specifically waives any immunity under the state industrial insurance law, title 51 RCW. Subrecipient recognizes that this waiver was specifically entered into pursuant to provisions of RCW 4.24.115 and was subject of mutual negotiation. (d) The provisions of this section shall survive the expiration or termination of this Agreement. (18) Subrecipient shall not discriminate against any person presenting themselves for services based on race, religion, color, sex, age, or national origin. (19) No portion of this Agreement may be assigned or subcontracted to any other individual,firm,or entity without the express and prior written approval of County. If the County agrees in writing that all or a portion of this Agreement may be subcontracted to a third-party,then any contract or agreement between Subrecipient and a third-party Subrecipient must contain all provisions of this Agreement and the third-party subcontractor must agree to be bound by all terms and obligations found in this Agreement. (20) This Agreement memorializes the entire agreement of the parties. No representation or promise not expressly contained in this Agreement has been made. The parties are not entering into this Agreement based on any inducement,promise or representation,expressed or implied,which is not expressly contained in this Agreement. This Agreement supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral, within the scope of this Agreement. (21) Subrecipient is responsible for meeting all terms and conditions of this Agreement including standards of service, quality of materials and workmanship, costs, and schedules. Failure of a subcontractor to perform is no defense to a breach of this Agreement. Subrecipient assumes responsibility for and all liability for the actions and quality of services performed by any subcontractor. Every subcontractor must agree in writing to follow every term of this Agreement. Subrecipient must provide every subcontractor's written agreement to follow every term of this Agreement before the subcontractor can perform any services under this Agreement. The head of the County department primarily responsible for overseeing Subrecipient's performance under this Agreement or that department head's designee must approve any proposed subcontractors in writing. Any dispute arising between Subrecipient and any subcontractors or between any subcontractors must be resolved without involvement of any kind on the part of the County and without detrimental impact on the delivery of contracted goods or services. (22) While performing services,the use of illegal drugs,alcohol,or controlled substances on the County property or premises is strictly prohibited. Subrecipient's employees shall not perform services Jefferson County Grant Subrecipient Agreement: [Contract#] Page 10 of 16 while under the influence of drugs or alcohol,and if discovered,may be reported to the appropriate law enforcement agency. (23) The use of tobacco of any kind on property or premises of the County shall comply with County policies. (24) Any form of harassment, discrimination, or improper fraternization with any County employee or a participant is strictly prohibited. (25) No consent by either party to, or waiver of, a breach by either party, whether express or implied, shall constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party. No term or provision of this Agreement will be considered waived by either party, and no breach excused by either party,unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. Failure of a party to declare any breach or default immediately upon the occurrence thereof, or delay in taking any action in connection with, shall not waive such breach or default. (26) The terms of this Agreement are not severable. If any provision of this Agreement or the application of this Agreement to any person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application this Agreement shall not be enforceable. (27) This Agreement shall be binding upon and inure to the benefit of the parties' successors in interest, heirs and assigns. (28) The parties do not intend, and nothing in this Agreement shall be construed to mean, that any provision in this Agreement is for the benefit of any person or entity who is not a party. (29) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original,and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Agreement at different times and places by the parties shall not affect the validity of this Agreement,so long as all the parties execute a counterpart of this Agreement. (30) The parties agree that facsimile and electronic signatures shall have the same force and effect as original signatures. (31) The parties agree that this Agreement has been negotiated at arms-length, with the assistance and advice of competent, independent legal counsel. (32) Notwithstanding any provisions of this Agreement to the contrary, to the extent any record, including any electronic, audio,paper or other media, is required to be kept or indexed as a public record in accordance with the Washington Public Records Act, Chapter 42.56 RCW (as may be amended),Subrecipient agrees to maintain all records constituting public records and to produce or assist the County in producing such records, within the time frames and parameters set forth in state law. Subrecipient also agrees that upon receipt of any written public record request, Subrecipient shall,within two business days,notify the County by providing a copy of the request per the notice provisions of this Agreement. Jefferson County Grant Subrecipient Agreement: [Contract#] Page 11 of 16 (33) All notices or other communications which any party desires or is required to give shall be given in writing and shall be deemed to have been given if hand-delivered, sent by facsimile, email, or mailed by depositing in the United States mail, prepaid to the party at the address listed below or such other address as a party may designate in writing from time to time. Notices to the County shall be sent to the following address: Jefferson County Risk Management Department 1820 Jefferson Street Port Townsend, WA 98368 Notices to Subrecipient shall be sent to the following address Habitat for Humanity of East Jefferson County PO Box 658 Port Townsend, WA 98368 (SIGNATURES FOLLOW ON THE NEXT PAGE) Jefferson County Grant Subrecipient Agreement: [Contract#] Page 12 of 16 ADOPTED THIS y/ t y of 'J t -, 2026 BOARD OF THE COUNTY COMMISSIONERS SUBRECIPIENT JEFFERSON COUNTY,WASHINGTON By: Si e l t By: Name: O n -F6 Liao/ng Greg herton,Chair LEA. Title: DATE: By: Heidi Eiserthour, Commissioner DATE By: er udley-Nollette, Commissioner DATE 40�1MNN/M�. SEAL: '66"Mi ;V4`444 sA; 01.141 \c1:\ ATTEST: 6cLth VL7/Z6 Carolyn G: oway d DATE Clerk of t • Board Approved as to form only: 040 10 07-22-2026 Jeremiah L her DATE Civil Deputy Prosecuting Attorney Jefferson County Grant Subrecipient Agreement: [Contract#1 Page 13 of 16 ADOPTED THIS-41 0' � of �- :11y 2026 BOARD OF THE COUNTY COMMISSIONERS SUBRECIPIENT JEFFERSON COUNTY,WASHINGTON wit4rea., By: Cr-4,44kg By: ` '1 Name: 311.tn^,Lt 5k1 Gig ANdherton, Chair (� TE Title: £Kect.diVe, D,re - r <--_--- DATE: SO. 111 ZDZ6 By: Heidi Eisenhour, Commissioner DATE By: F, .dilikt : F udley-Nollette, Commissioner DATE SEAL: aSce. .'GOtliMis�.,t+ 444 ,..vs,....iiii.....00/ ATTEST: ,4r e.„ i ,-,, t C �� 77Z7/Z ,6 Carolyn G .way u DATE Clerk oft Board Approved as to form only: 07-22-2026 Jeremiah L her DATE Civil Deputy Prosecuting Attorney Jefferson County Grant Subrecipient Agreement: [Contract t#1 Page 13 of 16 APPENDIX A—COMPLIANCE AND RISK MONITORING FORM This Compliance and Risk Monitoring Form shall be submitted before the Subrecipient Agreement can be approved and also shall be submitted along with every request for reimbursement. AGENCY CONTRACT NO: DATE: NAME OF SUBRECIPIENT: Habitat for Humanity of East Jefferson County By signing below, I declare under penalty of perjury of the laws of the State of Washington and the United States that the forgoing is true and correct. (Check the applicable boxes.) DATE CERTIFICATION ITEM YES NO Subrecipient is not presently debarred, suspended,proposed for debarment, declared ineligible, or voluntarily excluded from transactions by any Federal, State,or local department or agency Subrecipient has not within a 3-year period preceding the submission of this Compliance and Risk Monitoring Form been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local)transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property Subrecipient is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local)with commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property Subrecipient has not within a 3-year period preceding the submission of this Compliance and Risk Monitoring Form one or more public transactions (Federal, State, or local) terminated for cause or default Subrecipient has provided all written reports required by the Agency Contract and this Subrecipient Agreement as of Jefferson County Grant Subrecipient Agreement: [Contract#] Page 14 of 16 DATE CERTIFICATION ITEM YES NO the submission of this Compliance and Risk Monitoring Form Subrecipient has provided any audit report received by it from any government agency since the last certification for its performance related to the Agency Contract Subrecipient certifies that all of the deliverables and other work required since the last certification have been completed All the work being billed for in the invoice being certified by this Compliance and Risk Monitoring Form actually has been performed, including any timesheet or other backup Subrecipient agrees to submit to an audit within 30 days of a request from the County or the Agency Subrecipient has corrected any deficiencies identified since the last certification Signed at City State e1 ki on Fci/aoirg --�-�- `g SUBRECII'1:ENT SIGNATURE DATE WRITTEN NAME OF PERSON SIGNING CERTIFICATION APPROVED BY THE COUNTY: UN RO IGNATURE 14.2/E.16 (-1N/a-' 9v,c2AA-V)--iro,) WRITTEN NAME OF PERSON APPROVING CERTIFICATION Jefferson County Grant Subrecipient Agreement: [Contract#]Page 15 of 16 DATE CERTIFICATION ITEM YES NO the submission of this Compliance and Risk Monitoring Form Subrecipient has provided any audit report received by it from any government agency since the last certification for its performance related to the Agency Contract Subrecipient certifies that all of the deliverables and other work required since the last certification have been completed All the work being billed for in the invoice being certified by this Compliance and Risk Monitoring Form actually has been performed, including any timesheet or other backup Subrecipient agrees to submit to an audit within 30 days of a request from the County or the Agency Subrecipient has corrected any deficiencies identified since the last certification Signed at City State ?lie zozb SUBRE IPIENT SIGNA RE DATE JU tAA►e Mac ;Eve 1 k� WRITTEN NAME OF PERSON SIGNING CERTIFICATION APPROVED BY THE COUNTY: • �UN AP RO IGNATURE k11E12-.. WRITTEN NAME OF PERSON APPROVING CERTIFICATION Jefferson County Grant Subrecipient Agreement: [Contract#1 Page 15 of 16 APPENDIX—B AGENCY CONTRACT Jefferson County Grant Subrecipient Agreement: [Contract#] Page 16 of 16 UUI.UJ191I CI Ivelupe III.YrJ IMYJD-JYV I-0Cr1J-OJLV-C4IJC I lJC//.1VJ Washington State v 0 Co Depmmerce Capital Agreement with Jefferson County through Connecting Housing to Infrastructure Program (CHIP) Contract Number: 26-96330-111 For To support the development of affordable housing by paying for utility infrastructure improvements for the Mason Street Workforce Housing Project, Phase 1 Dated: Tuesday, July 1 , 2025 VUt.UJIyl I CI IVCIUFJC ILJ.4rJ IM400-UYU I-UC/1J-OJLU-C4UC I I JCI MU.) Table of Contents FACE SHEET 4 SPECIAL TERMS AND CONDITIONS 5 1. CONTRACT MANAGEMENT 5 2. COMPENSATION 5 3. BILLING PROCEDURES AND PAYMENT 5 4. SUBCONTRACTOR DATA COLLECTION 6 5. HISTORICAL OR CULTURAL ARTIFACTS 6 6. INSURANCE 7 7. FRAUD AND OTHER LOSS REPORTING 7 8. CERTIFICATION REGARDING DEBARMENT,SUSPENSION OR INELIGIBILITY AND VOLUNTARY EXCLUSION- PRIMARY AND LOWER TIER COVERED TRANSACTIONS 7 9. INDEMNIFICATION 8 10. NO THIRD-PARTY BENEFICIARIES 8 11. OWNERSHIP 8 12. PUBLIC BENEFIT OF LATECOMER FEES 8 13. DOCUMENTATION AND SECURITY 8 14. ORDER OF PRECEDENCE 9 GENERAL TERMS AND CONDITIONS 10 1. DEFINITIONS 10 2. ALLOWABLE COSTS 10 3. ALL WRITINGS CONTAINED HEREIN 10 4. AMENDMENTS 10 5. AMERICANS WITH DISABILITIES ACT(ADA)OF 1990,PUBLIC LAW 101-336,ALSO REFERRED TO AS THE"ADA"28 CFR PART 35 10 6. APPROVAL 11 7. ASSIGNMENT 11 8. ATTORNEYS' FEES 11 9. CODE REQUIREMENTS 11 10. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION 11 11. CONFORMANCE 11 12. CONFLICT OF INTEREST 12 13. COPYRIGHT 12 14. DISALLOWED COSTS 12 15. DISPUTES 13 16. DUPLICATE PAYMENT 13 17. GOVERNING LAW AND VENUE 13 18. INDEMNIFICATION 13 19. INDEPENDENT CAPACITY OF THE GRANTEE 14 20. INDUSTRIAL INSURANCE COVERAGE 14 21. LAWS 14 22. LICENSING,ACCREDITATION AND REGISTRATION 14 23. LIMITATION OF AUTHORITY 14 24. LOCAL PUBLIC TRANSPORTATION COORDINATION 14 25. NONDISCRIMINATION 14 Page 2 of 23 ✓VI.UJIyII CI IVCIUpe 1✓.Yr.,I M4JO-u•ru I-ocMJ-oocu-CY✓C I/JC/MVJ 26. PAY EQUITY 15 27. POLITICAL ACTIVITIES 15 28. PREVAILING WAGE LAW 16 29. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION 16 30. PUBLICITY 16 31. RECAPTURE 16 32. RECORDS MAINTENANCE 16 33. REGISTRATION WITH DEPARTMENT OF REVENUE 16 34. RIGHT OF INSPECTION 16 35. SAVINGS 17 36. SEVERABILITY 17 37. SUBCONTRACTING 17 38. SURVIVAL 17 39. TAXES 17 40. TERMINATION FOR CAUSE 17 41. TERMINATION FOR CONVENIENCE 18 42. TERMINATION PROCEDURES 18 43. TREATMENT OF ASSETS 19 44. WAIVER 19 ATTACHMENT A:SCOPE OF WORK: 20 ATTACHMENT B:CHIP BUDGET 21 CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE ENTIRE PROJECT 21 ATTACHMENT C:COMMITMENT OF CONTINUED AFFORDABILITY 22 Page 3 of 23 IJVI.UJIIyl I CI IVCIVpC Ill.4rJ 1/14JO-UYV I-OC/1J-OOLV-CYIJC I f JC I MVO Face Sheet Contract Number 26-96330-111 Growth Management Services Connecting Housing to Infrastructure Program 1. Grantee 2. Project Name and Address Jefferson County Mason Street- Workforce Housing Project Phase 1 PO Box 658 91 Mason Street Port Townsend, WA 98368 Port Hadlock, WA 98339 3. Grantee Representative 4. COMMERCE Representative Amanda Christofferson Mischa Venables PO Box 42525 Grant Administrator CHIP Project Manager 1500 Jefferson Street amchristofferson(a)co.jefferson.wa.us (360)725-3088 Olympia, WA 98504 Mischa.venables(cr�commerce.wa.gov 5. Contract Amount 6. Funding Source 7. Start Date 8. End Date $999,576.35 Federal: ❑ State: ® Other: ❑ N/A: ❑ July 1, 2025 June 30, 2027, subject to reappropriation 9. Federal Funds (as applicable) Federal Agency: ALN $0.00 N/A N/A 10. Tax ID # 11. SWV# 12. UBl# 13. UEI# 91-6001322 0002430-28 161-001-169 14. Award Method NOFO/RFX# Proviso# ❑Non-Competitive ©Competitive N/A 40000675 15. Contract Purpose To support the development of affordable housing by paying for utility infrastructure improvements for the Mason Street Workforce Housing Project, Phase 1 COMMERCE, defined as the Department of Commerce, and Grantee acknowledge and accept the terms of this Contract and attachments and have executed this Contract on the date below to start as of the date and year referenced above. The rights and obligations of both parties to this Contract are governed by this Contract and the following other documents incorporated by reference: Grantee Terms and Conditions including Attachment "A" - Scope of Work, Attachment "B" — Budget, and Attachment IIC"—Commitment of Continued Affordability. FOR GRANTEE FOR COMMERCE "—Signed by: / DocuSigned by:2 D. Pet~ M bpi', /. `-81E54FC366CE4B1. —803121304865C458 Josh Peters, Jefferson County Administrator Mark K. Barkley, Assistant Director Jefferson County Local Government Division 6/8/2026 12:11 PM PDT 6/9/2026 16:58 AM PDT Date Date APPROVED AS TO FORM ONLY BY ASSISTANT ATTORNEY GENERAL APPROVAL ON FILE Page 4 of 23 UVt..UJIy1 I CI IVCIVpe IIJ.Yru I/1*..IO HV I'OCMJ'OJLV-CYUC I IJCI/1VJ Special Terms and Conditions 1. CONTRACT MANAGEMENT The Representative for each of the parties shall be responsible for and shall be the contact person for all communications and billings regarding the performance of this Contract. The Representative for COMMERCE and their contact information are identified on the Face Sheet of this Contract. The Representative for the Grantee and their contact information are identified on the Face Sheet of this Contract. 2. COMPENSATION COMMERCE shall pay an amount not to exceed $999,576.35, (Nine hundred ninety-nine thousand, five hundred seventy-six dollars and thirty-five cents)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 A, Scope of Work, Attachment B, Budget, and Attachment C, Commitment of Continued Affordability. 3. BILLING PROCEDURES AND PAYMENT COMMERCE will pay Grantee upon acceptance of services provided and receipt of properly completed invoices, including backup documentation of costs, which shall be submitted to the Representative for COMMERCE via email, or the Commerce Contracts Management System. Invoices shall describe and document, to COMMERCE's satisfaction, a description of the work performed, the progress of the project, and fees. Each invoice/reimbursement request will either be submitted through the Commerce Contracts Management System or submitted to Commerce with a complete and signed Invoice Voucher(Form A-19) provided by a COMMERCE Representative and shall include the Contract Number 26-96330- 111. Backup documentation detailing each cost, including invoices or receipts, must accompany any single expenses in the amount of$50.00 or more in order to receive reimbursement. Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after receipt of properly completed invoices. Payment shall be sent to the address designated by the Grantee. COMMERCE may, in its sole discretion, terminate the Contract or withhold payments claimed by the Grantee for services rendered if the Grantee fails to satisfactorily comply with any term or condition of this Contract. No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall be made by COMMERCE. Duplication of Billed Costs The Grantee shall not bill COMMERCE for services performed under this Agreement, and COMMERCE shall not pay the Grantee if the Grantee is entitled to payment or has been or will be paid by any other source, including grants, for that service. Disallowed Costs The Grantee is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subcontractors. 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.). Page 5 of 23 1-VI.UJI91 I CI IVCIUpC IL).YrJ IMY JO-JYV I-OCMJ-OJLV-CYUC I I JCI MUJ Line Item Modification of Budget A. Notwithstanding any other provision of this contract, the Grantee may, at its discretion, make modifications to line items in the Budget(Attachment B)to respond to changes in project costs. A. The Grantee shall notify COMMERCE in writing (by email or regular mail) when proposing any budget modification or modifications to a line item of the Budget (Attachment B). B. Any such budget modification or modifications as described above shall require the written approval of COMMERCE (by email), and such written approval shall amend the Budget. Each party to this contract will retain and make any and all documents related to such budget modifications a part of their respective contract file. C. Nothing in this section shall be construed to permit an increase in the amount of funds available for the Project, as set forth in the Face Sheet of this contract, nor does this section allow any proposed changes to the Scope of Work under Attachment A, without specific written approval from COMMERCE by amendment to this contract. 4. SUBCONTRACTOR DATA COLLECTION Grantee will submit reports, in a form and format to be provided by Commerce and at intervals as agreed by the parties,regarding work under this 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. 5. HISTORICAL OR CULTURAL ARTIFACTS Prior to approval and disbursement of any funds awarded under this Contract, Grantee shall complete the requirements of Governor's Executive Order 21-02, where applicable, or Grantee shall complete a review under Section 106 of the National Historic Preservation Act, if applicable. Grantee agrees that the Grantee is legally and financially responsible for compliance with all laws, regulations, and agreements related to the preservation of historical or cultural resources and agrees to hold harmless COMMERCE and the state of Washington in relation to any claim related to such historical or cultural resources discovered, disturbed, or damaged as a result of the project funded by this Contract. In addition to the requirements set forth in this Contract, Grantee shall, in accordance with Governor's Executive Order 21-02 coordinate with Commerce and the Washington State Department of Archaeology and Historic Preservation ("DAHP"), including any recommended consultation with any affected tribe(s), during Project design and prior to construction to determine the existence of any tribal cultural resources affected by Project. Grantee agrees to avoid, minimize, or mitigate impacts to the cultural resource as a continuing prerequisite to receipt of funds under this Contract. The Grantee agrees that, unless the Grantee is proceeding under an approved historical and cultural monitoring plan or other memorandum of agreement, if historical or cultural artifacts are discovered during construction, the Grantee shall immediately stop construction and notify the local historical preservation officer and the state's historical preservation officer at DAHP, and the Commerce Representative identified on the Face Sheet. If human remains are uncovered, the Grantee shall report the presence and location of the remains to the coroner and local enforcement immediately, then contact DAHP and the concerned tribe's cultural staff or committee. The Grantee shall require this provision to be contained in all subcontracts for work or services related to the Scope of Work attached hereto. In addition to the requirements set forth in this Contract, Grantee agrees to comply with RCW 27.44 regarding Indian Graves and Records; RCW 27.53 regarding Archaeological Sites and Resources; RCW 68.60 regarding Abandoned and Historic Cemeteries and Historic Graves; and WAC 25-48 regarding Archaeological Excavation and Removal Permit. Page 6 of 23 vut,uwyi I CI Ive1UpC IIJ.Yru IMYJO- +U I-OCMJ-OJLU'CYIJC I I JC I MUJ Completion of the requirements of Section 106 of the National Historic Preservation Act shall substitute for completion of Governor's Executive Order 21-02. In the event that the Grantee finds it necessary to amend the Scope of Work the Grantee may be required to re-comply with Governor's Executive Order 21-02 or Section 106 of the National Historic Preservation Act. 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. 7. FRAUD AND OTHER LOSS REPORTING Grantee shall report in writing all known or suspected fraud or other loss of any funds or other property furnished under this Contract immediately or as soon as practicable to the Commerce Representative identified on the Face Sheet. 8. CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY AND VOLUNTARY EXCLUSION- PRIMARY AND LOWER TIER COVERED TRANSACTIONS A. Grantee, defined as the primary participant and it principals, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief they: i. Are not presently debarred, suspended, proposed for debarment, and declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. ii. Have not within a three-year period preceding this Grant, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; iii. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local)with commission of any of the offenses enumerated in paragraph (1)(b)of federal Executive Order 12549; and iv. Have not within a three-year period preceding the signing of this Grant had one or more public transactions (Federal, State, or local)terminated for cause of default. B. Where the Grantee is unable to certify to any of the statements in this Grant, the Grantee shall attach an explanation to this Grant. C. The Grantee agrees by signing this Grant that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by COMMERCE. D. The Grantee further agrees by signing this Grant that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion- Lower Tier Covered Transaction," as follows, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions: LOWER TIER COVERED TRANSACTIONS i. The lower tier Grantee certifies, by signing this Grant that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. Page 7 of 23 LJu%11J1 1I CI I vetup ILL.Yru IPIYJO-.7Y1./1-OCPW-OJLu-CYLPC I I JC I P1uJ i. Where the lower tier Grantee is unable to certify to any of the statements in this Grant, such Grantee shall attach an explanation to this Grant. E. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, person, primary covered transaction, principal, and voluntarily excluded, as used in this section, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may contact COMMERCE for assistance in obtaining a copy of these regulations. 9. INDEMNIFICATION Each party shall be solely responsible for the acts of its employees, officers, and agents. 10. NO THIRD-PARTY BENEFICIARIES This Agreement is enforceable only by COMMERCE and GRANTEE and is not intended to establish any third-party entitlements, rights, or causes of action. 11. OWNERSHIP COMMERCE disclaims any ownership in deliverables reimbursed under this grant. 12. PUBLIC BENEFIT OF LATECOMER FEES Any latecomer fees as defined by RCW 35.91.020 collected by the Grantee or Subgrantee at any tier arising from infrastructure funded in whole or in part by this Contract, shall be remitted to the Grantee's affordable housing fund or to another funding source designated by the Grantee in support of affordable housing in the community. 13. DOCUMENTATION AND SECURITY The provisions of this section shall apply to all work performed under this Contract. COMMERCE reserves the right to review all state-funded projects and to require that work performed by Subcontractors of this Contract comply with this section. A. Deed of Trust. This Grant Agreement shall be evidenced by a promissory note and secured by a deed of trust or other appropriate security instrument in favor of COMMERCE (the Deed of Trust) executed by landowner/sub recipient of the grant. The Deed of Trust shall be recorded in the County where the Project is located, and the original returned to COMMERCE after recordation within 90 calendar days of Grant Agreement execution. The Deed of Trust must be recorded before COMMERCE will reimburse the GRANTEE for any Project costs. The amount secured by the Deed of Trust shall be the amount of the Grant Agreement as set forth on the Face Sheet. B. Term of Deed of Trust; Commitment Period. The Deed of Trust shall remain in full force and effect for a minimum period of 25 years from the date in which the property is improved upon and a statement of occupancy is issued for the purposes of affordable housing as intended under the funding. For single family housing units a partial reconveyance may be issued at the time of sale to qualified homeowner, but the affordability period will remain in effect under a covenant. For multi family housing units a reconveyance will be issued after the 25 year period has expired. C. Title Insurance. The GRANTEE shall purchase an extended coverage lender's policy of title insurance insuring the lien position of the Deed of Trust in an amount not less than the amount of the grant. D. Covenant. The property shall be covenanted for the purposes intended under the funding for a period of 25 years. E. Subordination. COMMERCE may agree to subordinate its Deed of Trust upon request from a private or public lender. Any such request shall be submitted to COMMERCE in writing, and Page 8 of 23 VVI.0 Jll l I CI IVCIUpC IL).41-J Itv+uo-u+V 1-0CIIJ-OJLV-C4•1IJC I I JCI I1UJ COMMERCE shall respond to the request in writing within 30 calendar days of receiving the request. F. Deed of Trust on Leased Property. COMMERCE may require, at its sole discretion, a Deed of Trust on the fee interest of the real property where the Project is located, if the Project is on leased property. 14. ORDER OF PRECEDENCE In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence in the following order: • Applicable federal and state of Washington statutes and regulations • Special Terms and Conditions • General Terms and Conditions • Attachment A—Scope of Work • Attachment B— Budget • Attachment C—Commitment of Continued Affordability Page 9 of 23 vut-Li IIJ.II CI IVCIVFJC IL/.Yru If1YJO-JYV I-OCMO-OOLV-CYIJC I',ICI MVO General Terms and Conditions 1. DEFINITIONS As used throughout this Contract, the following terms shall have the meaning set forth below: A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing to act on the Director's behalf. B. "COMMERCE" shall mean the Washington Department of Commerce. C. "Contract" or "Agreement" or "Grant" means the entire written agreement between COMMERCE and the 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 Contract, and shall include all employees and agents of the Grantee. E. "Personal Information" shall mean information identifiable to any person, including, but not limited to, information that relates to a person's name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers and "Protected Health Information" under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). F. "State" shall mean the state of Washington. G. "Subcontractor"shall mean one not in the employment of the Grantee,who is performing all or part of those services under this Contract under a separate contract with the Grantee. The terms "subcontractor" and "subcontractors" mean subcontractor(s) in any tier. 2. ALLOWABLE COSTS Costs allowable under this Contract are actual expenditures according to an approved budget up to the maximum amount stated on the Contract Award or Amendment Face Sheet. 3. 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. 4. AMENDMENTS This Contract may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 5. 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. Page 10 of 23 IJUl.UJI9I CI Ivelupe IIJ.Yr.I1-V4:JO-.7' J 1-OCPIJ-OJGU-CYIJC I f JCI t.UJ 6. APPROVAL This contract shall be subject to the written approval of COMMERCE's Authorized Representative and shall not be binding until so approved. The contract may be altered, amended, or waived only by a written amendment executed by both parties. 7. ASSIGNMENT Neither this Contract, nor any claim arising under this Contract, 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 Contract, in the event of litigation or other action brought to enforce Contract terms, each party agrees to bear its own attorneys'fees and costs. 9. CODE REQUIREMENTS All construction and rehabilitation projects must satisfy the requirements of applicable local, state, and federal building, mechanical, plumbing, fire, energy and barrier-free codes. Compliance with the Americans with Disabilities Act of 1990 28 C.F.R. Part 35 will be required, as specified by the local building Department. 10. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION A. "Confidential Information" as used in this section includes: i. All material provided to the Grantee by COMMERCE that is designated as "confidential" by COMMERCE; ii. All material produced by the Grantee that is designated as "confidential" by COMMERCE; and iii. All Personal Information in the possession of the Grantee that may not be disclosed under state or federal law. B. The Grantee shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. The Grantee shall use Confidential Information solely for the purposes of this Contract and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of COMMERCE or as may be required by law. The 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 Contract whenever COMMERCE reasonably determines that changes are necessary to prevent unauthorized disclosures. The Grantee shall make the changes within the time period specified by COMMERCE. Upon request, the Grantee shall immediately return to COMMERCE any Confidential Information that COMMERCE reasonably determines has not been adequately protected by the Grantee against unauthorized disclosure. C. Unauthorized Use or Disclosure. The Grantee shall notify COMMERCE within 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. CONFORMANCE If any provision of this contract violates any statute or rule of law of the state of Washington, it is considered modified to conform to that statute or rule of law. Page 11 of 23 UUI.UJIyI I CI IVCIVpe IU.NrJ I/1400-VYV I-OCYIJ-OJLV-CYVC I I JCI MUJ 12. CONFLICT OF INTEREST Grantee must maintain and comply with written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award and administration of contracts. Grantee must comply with the following minimum requirements: A. No employee, officer, or agent may participate in the selection, award, or administration of a contract if he or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract.The officers,employees,and agents of the Grantee may neither solicit nor accept gratuities, favors, or anything of monetary value from Grantees or parties to subcontracts and must comply with RCW 39.26.020. However, Grantee may set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. The standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the Grantee. B. If the Grantee has a parent, affiliate, or subsidiary organization that is not a state, local government, or federally recognized tribe, the Grantee must also maintain written standards of conduct covering organizational conflicts of interest. Organizational conflicts of interest means that because of relationships with a parent company, affiliate, or subsidiary organization, the Grantee is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization. 13. 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 Grantee hereby irrevocably assigns all right,title, and interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to COMMERCE effective from the moment of creation of such Materials. "Materials" means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions."Ownership"includes the right to copyright, patent,register and the ability to transfer these rights. For Materials that are delivered under the Contract, but that incorporate pre-existing materials not produced under the Contract, 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 Contract,of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Contract. The 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 Contract. COMMERCE shall have the right to modify or remove any restrictive markings placed upon the Materials by the Grantee. 14. DISALLOWED COSTS The Grantee is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its Subcontractors. Page 12 of 23 VOt.OJIIyII GI IVe,Ope U .Yf J II\Yuo-.7YV I-OCMJ-OJLU-CYIJC I/JG/MVJ 15. DISPUTES Except as otherwise provided in this Contract,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) Contract 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 Contract 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. 16. DUPLICATE PAYMENT Grantee certifies that work to be performed under this contract does not duplicate any work to be charged against any other contract, subcontract, or other source. 17. 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. 18. 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 attorney's fees, attributable for bodily injury, sickness, disease, or death, or injury to or the destruction of tangible property including loss of use resulting therefrom. The Grantee's obligation to indemnify, defend, and hold harmless includes any claim by Grantee's agents, employees, representatives, or any subcontractor or its employees. The Grantee's obligation shall not include such claims that may be caused by the sole negligence of the State and its agencies, officials, agents, and employees. If the claims or damages are caused by or result from the concurrent negligence of(a)the State, its agents or employees and (b)the Grantee, its subcontractors, agents, or employees, this indemnity provision shall be valid and enforceable only to the extent of the negligence of the Grantee or its subcontractors, agents, or employees. The Grantee waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the state and its agencies, officers, agents or employees. Page 13 of 23 L)UI.UJIyuu CIIVCIUpC IL).Yr.)IMYJO-2YU I-OCMJ-OJGU'C'1L)C I/JCI MUJ 19. INDEPENDENT CAPACITY OF THE GRANTEE The parties intend that an independent Grantee relationship will be created by this Contract. The Grantee and its employees or agents performing under this Contract are not employees or agents of the state of Washington or COMMERCE. The Grantee will not hold itself out as or claim to be an officer or employee of COMMERCE or of the state of Washington by reason hereof, nor will the Grantee make any claim of right, privilege or benefit which would accrue to such officer or employee under law. Conduct and control of the work will be solely with the Grantee. 20. INDUSTRIAL INSURANCE COVERAGE The Grantee shall comply with all applicable provisions of Title 51 RCW. If the Grantee fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, COMMERCE may collect from the Grantee the full amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount owed by the Grantee to the accident fund from the amount payable to the Grantee by COMMERCE under this 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. 21. LAWS The Grantee shall comply with all applicable laws,ordinances,codes, regulations and policies of local, state, and federal governments, as now or hereafter amended. 22. 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. 23. LIMITATION OF AUTHORITY Only the Authorized Representative or Authorized Representative's designee by writing (designation 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. 24. LOCAL PUBLIC TRANSPORTATION COORDINATION Where applicable, Grantee shall participate in local public transportation forums and implement strategies designed to ensure access to services. 25. NONDISCRIMINATION A. Nondiscrimination Requirement. During the performance of this Agreement,the Grantee, including any subcontractor, shall comply with all federal, state, and local nondiscrimination laws, regulations and policies,this shall include but not be limited to the following:Grantee, including any subcontractor, shall not discriminate on the bases enumerated at RCW 49.60.530(3). In addition, GRANTEE, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which GRANTEE, or subcontractor, has a collective bargaining or other agreement. The funds provided under this Agreement shall not be used to fund religious worship, exercise, or instruction. No person shall be required to participate in any religious worship, exercise, or instruction in order to have access to the facilities funded by this Agreement. B.Obligation to Cooperate. GRANTEE, including any subcontractor, shall cooperate and comply with any Washington state agency investigation regarding any allegation that GRANTEE, including any subcontractor, has engaged in discrimination prohibited by this Agreement pursuant to RCW 49.60.530(3). Page 14 of 23 Vu1.0 JIy.1 I CI IVCIupe IIJ.YI'J 1/1VJO-um.v I-OCPIJ-OJLu-C4UC I/JC/HOJ C. Default. Notwithstanding any provision to the contrary, COMMERCE may suspend GRANTEE, including any subcontractor, upon notice of a failure to participate and cooperate with any state agency investigation into alleged discrimination prohibited by this Contract, pursuant to RCW 49.60.530(3). Any such suspension will remain in place until COMMERCE receives notification that GRANTEE, including any subcontractor, is cooperating with the investigating state agency. In the event GRANTEE,or subcontractor, is determined to have engaged in discrimination identified at RCW 49.60.530(3), COMMERCE may terminate this Agreement in whole or in part, and GRANTEE, subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200. GRANTEE or subcontractor may be given a reasonable time in which to cure this noncompliance, including implementing conditions consistent with any court-ordered injunctive relief or settlement agreement. D. Remedies for Breach. Notwithstanding any provision to the contrary, in the event of Agreement termination or suspension for engaging in discrimination, GRANTEE, subcontractor, or both, shall be liable for contract 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,which damages are distinct from any penalties imposed under Chapter 49.60, RCW.GRANTEE may also be required to repay grant funds pursuant to Section 31 (Recapture) of the General Terms &Conditions if the Agreement is terminated based on a violation of the nondiscrimination requirement. COMMERCE shall have the right to deduct from any monies due to GRANTEE or subcontractor, or that thereafter become due, an amount for damages GRANTEE or subcontractor will owe COMMERCE for default under this provision. 26. PAY EQUITY The Grantee agrees to ensure that"similarly employed" individuals in its workforce are compensated as equals, consistent with the following: A. Employees are "similarly employed" if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed; B. Grantee may allow differentials in compensation for its workers if the differentials are based in good faith and on any of the following: i. A seniority system; a merit system;a system that measures earnings by quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation levels. H. A bona fide job-related factor or factors may include, but not be limited to, education, training,or experience that is: Consistent with business necessity; not based on or derived from a gender-based differential; and accounts for the entire differential. iii. A bona fide regional difference in compensation level must be: Consistent with business necessity; not based on or derived from a gender-based differential; and account for the entire differential. This Contract may be terminated by the Department, if the Department or the Department of Enterprise Services determines that the Grantee is not in compliance with this provision. 27. POLITICAL ACTIVITIES Political activity of Grantee's employees and officers are limited by the State Campaign Finances and Lobbying provisions of Chapter 42.17A RCW and the Federal Hatch Act, 5 USC 1501 - 1508. No funds may be used for working for or against ballot measures or for or against the candidacy of any person for public office. Page 15 of 23 UUI.UJlyul CI IVpIU1JC IL/.Yr.,IMY:JO-JYU I-OCMJ-OJ4U-CYIJC I IJC/MUJ 28. PREVAILING WAGE LAW The Grantee certifies that all Grantees and subcontractors performing work on the Project shall comply with state Prevailing Wages on Public Works, Chapter 39.12 RCW, to the extent applicable to the Project funded by this contract, including but not limited to the filing of the "Statement of Intent to Pay Prevailing Wages" and "Affidavit of Wages Paid" to the extent required by RCW 39.12.040. The Grantee shall maintain records sufficient to evidence compliance with Chapter 39.12 RCW to the extent applicable, and shall make such records available for COMMERCE's review upon request 29. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION The funds provided under this Contract shall not be used in payment of any bonus or commission for the purpose of obtaining approval of the application for such funds or any other approval or concurrence under this Contract provided, however, that reasonable fees or bona fide technical consultant, managerial,or other such services,other than actual solicitation, are not hereby prohibited if otherwise eligible as project costs. 30. 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. 31. RECAPTURE In the event that the Grantee 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 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 Contract. 32. RECORDS MAINTENANCE The Grantee 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 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 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. 33. REGISTRATION WITH DEPARTMENT OF REVENUE If required by law, the Grantee shall complete registration with the Washington State Department of Revenue. 34. RIGHT OF INSPECTION At no additional cost all records relating to the Grantee's performance under this Contract shall be subject at all reasonable times to inspection, review, and audit by COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, in order to monitor and evaluate performance, compliance, and quality assurance under this Contract. The Grantee shall provide access to its facilities for this purpose. Page 16 of 23 LO.UJII9.I I C I IVCILIJ IV.',J IM4JD'C4V I'UCMJ'OJLU-CYUC I ?,OJ 35. SAVINGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Contract and prior to normal completion, COMMERCE may suspend or terminate the Contract under the "Termination for Convenience"clause, without the ten business day notice requirement. In lieu of termination, the Contract may be amended to reflect the new funding limitations and conditions. 36. SEVERABILITY The provisions of this contract are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the contract. 37. SUBCONTRACTING The Grantee may only subcontract work contemplated under this Contract 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 Contract; (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 Contract. The Grantee is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or condition of this Contract. The Grantee shall appropriately monitor the activities of the Subcontractor to assure fiscal conditions of this Contract. In no event shall the existence of a subcontract operate to release or reduce the liability of the 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. 38. 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. 39. 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. 40. TERMINATION FOR CAUSE In the event COMMERCE determines the Grantee 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 Grantee 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 Grantee shall be liable for damages as authorized by law including, but not limited to,any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, e.g., cost of the competitive bidding, mailing, advertising and staff time. COMMERCE reserves the right to suspend all or part of the contract, withhold further payments, or prohibit the 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 Page 17 of 23 IJVI.UJIIJ,II CI IVCILIJC Ill.4r J IM4:JO-J'fV I-OCMJ-O0LV-C41JC I I JCI MVO terminate the contract. 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 contract are not exclusive and are, in addition to any other rights and remedies, provided by law. 41. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Contract, COMMERCE may, by ten (10) business days' written notice, beginning on the second day after the mailing, terminate this Contract, in whole or in part. If this Contract is so terminated, COMMERCE shall be liable only for payment required under the terms of this Contract for services rendered or goods delivered prior to the effective date of termination. 42. TERMINATION PROCEDURES Upon termination of this contract, COMMERCE, in addition to any other rights provided in this contract, may require the Grantee 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 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 contract. 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: 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 Grantee under the orders and subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; D. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Authorized Representative to the extent the Authorized Representative may require, which approval or ratification shall be final for all the purposes of this clause; E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by the Authorized Representative any property which, if the contract had been completed, would have been required to be furnished to COMMERCE; F. Complete performance of such part of the work as shall not have been terminated by the Authorized Representative; and Page 18 of 23 1-VLUJI91 I CI IVVIVFJC 1✓.'Yr LI I M4:/D-.7YV I-OCPIJ'OJLV-C'Y✓C I/JC/PUJO 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 Grantee and in which COMMERCE has or may acquire an interest. 43. 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 contract, 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 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 Grantee shall, unless otherwise provided herein or approved by COMMERCE, be used only for the performance of this contract. 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 contract. E. All reference to the Grantee under this clause shall also include Grantee's employees, agents or Subcontractors. 44. 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 19 of 23 VVI.UJIIJ.II CI IveiuJe II.J.Yr:!ItYJO-.7YV I-OC-W-OJGV-CYVC I IJC/MVJ Attachment A: SCOPE OF WORK: Scope of Work Water: The project is a 17-acre neighborhood that does not have water service on site. The improvements will make connections at the water services on the perimeter of the property into the interior of the property for the 136 homes planned. Phase 1 includes 24 units. Sewer: The project is a 17-acre neighborhood that does not have sewer/wastewater service on site. The improvements will make connections at a sewer main on the perimeter of the property into the interior of the property for the 136 homes planned. This will include onsite grinder pump installations. Phase 1 includes 24 units. Stormwater: The project is a 17-acre neighborhood of 136 homes. The improvements will ensure that stormwater runoff can be managed on site. Phase 1 includes 24 units. Project Requirements Based on the criteria within the state capital budget, SB 5195 Sec 1020, and criteria developed by Commerce to ensure the terms of the appropriation are met, all grants must meet the following criteria: • Applicant must be a city, county or public utility district, applying in coordination with the developer of a affordable housing project, located within a jurisdiction that imposed a sales and use tax under RCW 82.14.530(1)(a)(ii), 82.14.530(1)(b)(i)(B), 82.14.540, or 84.52.105. • The utility project must serve new affordable housing projects that serve and benefit low-income households as defined by RCW 43.185A.010 for at least 25 years. If the project is a mixed- income project, the affordable portion of the development must be at least 25%. (See Appendix C, Commitment of Continued Affordability.) • Project work, meaning breaking ground and starting the construction process, must start by January, 2028. • For system development charge waiver reimbursement,jurisdictions must have an adopted fee waiver program, and documentation that the fees have been waived for the affordable housing units by each provider for water, sewer, and stormwater, in accordance with the budget. See Appendix B, Budget. CERTIFICATION PERFORMANCE MEASURE—SCOPE OF WORK The GRANTEE, by its signature, certifies that the declaration set forth above has been reviewed and approved by the GRANTEE as of the date and year written below. p—Signed by'. D. f�fiva \•--e,E,4E<16ot Enb, 6/8/2026 I 12:11 PM PDT Josh Peters, Jefferson County Administrator Date Jefferson County Page 20 of 23 L/UUUJIyI I CI IVCIIJ JC ILL.Yf":J IMYJO-JYU I-OCMJ-OJLU-CYL/C I/JC/MVJ Attachment B: CHIP Budget Type of Cost I Recipient I Amount Waived system development charges Jurisdiction or public utility waiving the SDCs: $0 (SDCs)for Water Waived system development charges Jurisdiction or public utility waiving the SDCs: $0 for sewer Waived system development charges Jurisdiction or public utility waiving the SDCs: $0 for Stormwater Utility improvement costs as detailed in Pass through funding to affordable housing $ggg 576.35 Attachment A: Scope of project costs Work Contract Total $999,576.35 CHIP funds can pay for the system development charges for the affordable units. All costs related to CHIP funding must be submitted for reimbursement no later than June 30, 2027, or revised contract end date if reappropriated. Calculations and SDC waiver documentation, along with the ordinance and fee schedule must be provided with the invoice for SDCs. CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE ENTIRE PROJECT CERTIFICATION PERFORMANCE MEASURE -AVAILABILITY OF FUNDS The GRANTEE by its signature, certifies that GRANTEE has received binding assurances from the Project Developer or other relevant party that project funding from sources other than those provided by this Grant Agreement has either been expended for eligible Project expenses, or is committed in writing and available and will remain committed and available solely and specifically for carrying out the purposes of this Project as described in elsewhere in this Grant Agreement, as of the date and year written below. The GRANTEE shall maintain records sufficient to evidence that the Project Developer has expended or has access to the funds needed to complete the Project, and shall make such records available for COMMERCE's review upon reasonable request. Signed by. 2004. 4). Pe \—B1E54FC366CE461 6/8/2026 ( 12:11 PM PDT Josh Peters, Jefferson County Administrator Date Jefferson County Page 21 of 23 LJVI.0 JIy1 CIIVCIVF)C ILJ.YrJ IMYJC- YV I-OCMJ-OJLV-CYLJC I/JC/MVJ Attachment C: Commitment of Continued Affordability HFHEJC adopted its Permanent Affordability Policy in 2021. Following program development, the first homes were sold under this model in May 2023. As part of the closing process, each homeowner signs a Permanent Affordability (PA)Agreement (Ground Lease)which protects the home's affordability for the long-term. The initial community investment is recycled over and over with each sale and purchase of the home. If the project is NOT already monitored for affordability by an organization such as the Housing Trust Fund, The Washington State Housing Finance Commission, a housing authority, or a local government monitoring process, then the following is required: • The project must be enrolled in Commerce's Tracking Housing Affordability Database (THAD), for receiving annual reports and conducting 5-year audits. • The project must provide a covenant and/or note and deed of trust naming Commerce as part of securitization. • The project must maintain records for 31 years in accordance with the Records Maintenance in contract General Terms and Conditions. For the purposes of this contract,the utility project must serve new affordable housing projects that serve and benefit low-income households for at least 25 years. "Affordable housing" has the same meaning as in RCW 43.185A.010,and means residential housing for rental occupancy which,as long as the same is occupied by low-income households, requires payment of monthly housing costs, including utilities other than telephone,of no more than thirty percent of the family's income. In the context of homeownership,the definition from the Housing Trust Fund Handbook applies(Section 701.7): "affordability occurs when a household's monthly housing costs are generally no more than 38 percent of monthly household income and total debt is no more than 45 percent of monthly household income. Housing costs include mortgage principal, interest, property taxes, homeowner insurance, homeowner association fees,and land lease fees, as applicable.Total debt includes other debt and utilities." 1"Low-income household" has the same definition as in RCW 43.185.010(6),and means a single person,family or unrelated persons living together whose adjusted income is less than eighty percent of the median family income, adjusted for household size,for the county where the project is located. Mason Street-Workforce Housing Project Phase 1 County and parcel number(s) Jefferson County, Parcel# of property: 901023007 Organization monitoring Habitat for Humanity of continued affordability: East Jefferson County Term of affordability: Permanently Documentation evidencing Permanent Affordability securitization of affordability Agreement Ground Lease Page 22 of 23 VVI.UJIyuI CI IVVIVpe ILJ.Yru IM4JO-yYV I-OCMYO.LU-CYLJC I f JCI MVJ Enter Number of Units in each category below: 30%AMI- Studio 30%AMI- 1 Bedroom 30%AMI- 2 Bedroom 30%AMI- 3 Bedroom 30%AMI- Other 50%AMI- Studio 50%AMI- 1 Bedroom 50%AMI- 2 Bedroom 4 50%AMI- 3 Bedroom 5 50% AMI- Other 1 60%AMI- Studio 60%AMI- 1 Bedroom 1 60% AMI- 2 Bedroom 22 60%AMI- 3 Bedroom 22 60%AMI- Other 2 80%AMI- Studio 80%AMI- 1 Bedroom 2 80%AMI- 2 Bedroom 9 80% AMI- 3 Bedroom 8 80% AMI- Other 1 The GRANTEE by its signature, certifies that the project will be monitored to ensure continued affordability for a minimum of 25 years, evidenced by documentation listed above. The GRANTEE shall maintain records sufficient to evidence the continued affordability, and that it will retain and shall make such records available for COMMERCE's review upon reasonable request. e--Signed by: 20.14 V. Per~ —e1esaFcsssceaei 6/8/2026 112:11 PM PDT Josh Peters, Jefferson County Administrator Date Jefferson County Page 23 of 23 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS CONSENT AGENDA REQUEST TO: Board of County Commissioners FROM: Amanda Christofferson,Grants Administrator DATE: July 27,2026 SUBJECT: MOTION TO SIGN re: Subrecipient Agreement with Habitat for Humanity of East Jefferson County for Connecting Housing to Infrastructure Program(CHIP) for Mason Street Workforce Housing-Contract with Washington State Department of Commerce Growth Management Division—Project Phase I Funds: $ 999,576.35; Auditor's Office STATEMENT OF ISSUE: Jefferson County is in need of workforce housing. The County supported Habitat for Humanity of East Jefferson County(Habitat) in making an application to Commerce CHIP for their Mason Street project which will ultimately develop 136 units of workforce housing. ANALYSIS: The Auditors office will manage and bill the grant. Revenue will be received in Fund 123 and used to support the reimbursement of expenses that Habitat submits for the installation of infrastructure to connect to water, wastewater and stormwater at the Mason Street development. This housing will provide sales tax revenue while under construction, property tax revenue once occupied, revenue for the Hadlock sewer utility, and other economic benefit. FISCAL IMPACT: • This is $999,576.35 in grant revenue, with no match requirement, that will be passed thru to the subrecipient Habitat for Humanity of East Jefferson County for direct work to install infrastructure. RECOMMENDATION: Staff requests the Board approve a motion to sign the Subrecipient Agreement with Habitat for Humanity of East Jefferson County for Contract with Commerce Number: 26-96330-111for CHIP funding for Mason Street—Workforce Housing Project Phase I. REVIEWED BY: Jo eters, County Administrator Date I CONTRACT REVIEW FORM Clear Form (INSTRUCTIONS ARE ON THE NEXT PAGE) CONTRACT WITH: Habitat for Humanity of East Jefferson County Contract No: CHIP Subrecip HH Contract For: Subrecipient Agreement for CHIP funding for Phase I Term: Executed - June 30, 2027 COUNTY DEPARTMENT: Auditors Office Contact Person: Amanda Christofferson Contact Phone: 360-385-9232 Contact email: amchristofferson@co.jefferson.wa.us AMOUNT: $999,576.35 PROCESS: — Exempt from Bid Process Revenue: Cooperative Purchase Expenditure: $999,576.35 _ Competitive Sealed Bid Matching Funds Required: _ Small Works Roster Sources(s) of Matching Funds Vendor List Bid Fund# 123 _ RFP or RFQ Munis Org/Obj TBD ✓ Other: Subrecipient Agreement APPROVAL STEPS: STEP 1: DEPARTMENT CERTIFIES COMPLIANCE WITH JCC 3.55.080 AND CHAPTER 42.23 RCW. CERTIFIED: ©■ N/A:fl Altafrt e%if2z3� rL 7/17/2026 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: u 4h dt CA 611,244 1i 7/17/2026 Signature �L Date STEP 3: RISK MANAGEMENT REVIEW(will be added electronically through Laserfiche): Electronically approved by Risk Management on 7/22/2026. STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Lasertiche): Electronically approved as to form by PAO on 7/22/2026. DPA Luther reviewed and approved on 7/22/2026. 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