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HomeMy WebLinkAbout9224 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF 0►' Washington State Co pi merce Capital Agreement with City of Bremerton through America Rescue Plan Act (ARPA) State and Local Fiscal Recovery Funds - Connecting Housing to Infrastructure Program (CHIP) Purpose To support the development of affordable housing by paying for water, sewer, and stormwater utility improvements for the Manette Housing project. Start date: July 1, 2021 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF THIS PAGE INTENTIONALLY LEFT BLANK DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF TABLE OF CONTENTS Face Sheet 1 Special Terms and Conditions 2 1. Authority 2 2. Acknowledgement of Federal Funding 2 3. Grant Management 2 4. Period of Performance, Costs Incurred, Reimbursement 2 5. Compensation 2 6. Billing Procedures and Payment 3 7. Subcontractor Data Collection 4 8. Historical or Cultural Resources, Human Remains 4 9. Audit 4 10. Debarment 5 11. Insurance 5 12. Compliance with Applicable Law and Regulations 7 13. Federal Exclusion 8 14. Registration with the System for Award Management (SAM) 8 15. Reduction In Funds 8 16. Ownership of Project/Capital Facilities 8 17. Change of Ownership or Use for Grantee-Owned Property 9 18. Change of Use for Leased Property Performance Measure 9 19. Termination for Fraud or Misrepresentation 9 20. Fraud and Other Loss Reporting 21. Order of Precedence 9 General Terms and Conditions 10 1. Definitions 10 2. Administrative Cost Allocation 10 3. Allowable Costs 10 4. All Writings Contained Herein 10 5. Amendments 10 6. Americans with Disabilities Act (ADA) 10 7. Approval 10 8. Assignment 11 9. Attorney's Fees 11 10. Audit 11 11. Certification Regarding Debarment, Suspension or Ineligibility or Ineligibility and Voluntary Exclusion 11 12. Code Requirements 12 13. Confidentiality/Safeguarding of Information 12 14. Conformance 12 15. Conflict of Interest 13 16. Copyright Provisions 13 17. Disallowed Costs 14 18. Disputes 14 19. Duplicate Payment 14 20. Governing Law and Venue 14 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF 21. Indemnification 14 22. Independent Capacity of the Grantee 15 23. Industrial Insurance Coverage 15 24. Laws 15 25. Licensing, Accreditation and Registration 15 26. Limitation of Authority 15 27. Noncompliance With Nondiscrimination Laws 15 28. Pay Equity 15 29. Political Activities 16 30. Prevailing Wage Law 16 31. Procurement Standards for Federally Funded Programs 16 32. Prohibition Against Payment of Bonus or Commission 16 33. Publicity 17 34. Recapture 17 35. Records Maintenance 17 36. Registration with Department of Revenue 17 37. Right of Inspection 17 38. Savings 17 39. Severability 17 40. Subcontracting 18 41. Survival 18 42. Taxes 18 43. Termination for Cause 18 44. Termination for Convenience 18 45. Termination Procedures 19 46. Treatment of Assets 19 47. Waiver 20 48. Work Hours and Safety Standards 20 Attachment A- Scope of Work 21 Attachment B- Certification of the Availability of Funds to Complete the Project 22 Attachment C- Certification of the Payment and Reporting of Prevailing Wages 23 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF Contract Number: 22-96720-209 Washington State Department of Commerce Local Government Division Community Assistance& Research Unit ARPA State and Local Fiscal Recovery Funds Grant 1. Grantee 2. Project Name and Address City of Bremerton Manette Housing 345 Sixth Street 2115 East 19th Street Suite 100 Bremerton,WA 98310 Bremerton,WA 98337 3. Grantee Representative 4. COMMERCE Representative Sarah Lynam Eric Guida PO Box 42525 CDBG Administrator CHIP Program Manager 1011 Plum Street SE (360)473-5375 (360)725-3044 Olympia,WA 98504-2525 sarah.lvnam@ci.bremerton.wa.us eric.ciuida@commerce.wa.ciov 5. Grant Amount 6. Funding Source 7. Start Date 8. End Date $430,000 Federal: ® State: ❑ Other: ❑ N/A: ❑ July 1, 2021 June 30, 2025 9. Federal Funds (as applicable) Federal Agency ALN (CFDA#): $430,000 US Dept. Treasury 21.027 10. SWV# 11. UBI # 12. DUNS# 13. UNIQUE ENTITY ID# 0000221-00 181-007-710 556846970 HV84RG6NYNG4 14. Grant Purpose The outcome of this performance-based Grant Agreement is to undertake the construction of water, sewer, and stormwater utility improvements as referenced in Attachment A—Scope of Work for the Manette Housing project. COMMERCE, defined as the Department of Commerce and Grantee acknowledge and accept the terms of this Grant and attachments and have executed this Grant on the date below to start as of the date and year referenced above. The rights and obligations of both parties to this Grant are governed by this Grant and the following other documents incorporated by reference: Grantee Terms and Conditions including Attachment"A" —Scope of Work, Attachment "B" — Certification of Availability of Funds to Complete the Project,Attachment"C"—Certification of the Payment and Reporting of Prevailing Wages, FOR GRANTEE FOR COMMERCE DocuSigned by: DocuSignetl by: Din 4u1Len, 1144Urit 154444 OB6DA6DB517F450._ 80312604865C458... Greg Wheeler, Mayor Mark K. Barkley, Assistant Director, Local Government City of Bremerton Division 3/14/2024 I 2:16 PM PDT 3/15/2024 I 3:20 PM PDT Date Date APPROVED AS TO FORM ONLY Sandra Adix Assistant Attorney General March 31, 2022 Date DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF DECLARATIONS CLIENT INFORMATION GRANTEE Name: City of Bremerton Grant Number: 22-96720-209 PROJECT INFORMATION Project Name: Manette Housing Project Address: 2115 East 19th Street Project City, State Zip Code: Bremerton,WA 98337 GRANT INFORMATION Grant Amount: $430,000 Appropriation Number: 2021 Washington State Capital Budget SSB 1080, Section 1074 Re-appropriation Number (if applicable): Grant End Date: June 30, 2025 Biennium: 2021-2023, 2023-2025 Biennium Close Date: June 30, 2025 Earliest Date for Reimbursement: March 3, 2021 Time of Performance: In accordance with Special Terms and Conditions Number 4 FUNDING INFORMATION Federal Funding: Sec. 602 Coronavirus State Fiscal Recovery Funds of Title VI of Social Security Act as added by American Rescue Plan Act of 2021 (ARPA or"Act"), Title IX, Subtitle M, Sec. 9901, Public Law 117-2, codified at 42 U.S.C. 802 et seq. Federal Award Agency: US Department of Treasury Amount of Federal Funds Obligated by this Action: $430,000 ADDITIONAL SPECIAL TERMS AND CONDITIONS GOVERNING THIS AGREEMENT Extension of Grant Upon Reappropriation. Notwithstanding General Term and Condition No. 4, the End Date of this Grant may be extended upon written notice to Grantee from Commerce for a period of time consistent with the effective date of any re-appropriation of funds, and/or with terms reflecting new Federal requirements for ARPA funds, if any. In Commerce's sole discretion, after review of any funding re-appropriation terms and applicable Federal law or guidance, a contract amendment in accordance with General Term and Condition No. 4 may be required to extend the End Date. Last revision 11/23/2021 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF SPECIAL TERMS AND CONDITIONS CAPITAL FEDERAL FUNDS 1. AUTHORITY Funding for this Grant has been provided in the 2021-2023 biennial state Capital Budget, SSB 1080, pursuant to Federal grants to Washington State under the American Rescue Plan Act of 2021 (ARPA or "Act"), sec. 9901, Public Law 117-2, codified at 42 U.S.C. 802 et seq. Funding unexpended during the 2021-23 state biennium has been re-appropriated to the 2023-2025 biennia, subject to Federal requirements. 2. ACKNOWLEDGEMENT OF FEDERAL FUNDING Federal Award Identification Number (FAIN): SLRF0002 Total amount of the federal award: $430,000 Federal Awarding Agency: US Department of Treasury Research & Development (R&D): award will not be used for R&D The Grantee agrees that any publications (written, visual, or sound) but excluding press releases, newsletters, and issue analyses, issued by the Grantee describing programs or projects funded in whole or in part with federal funds under this Grant, shall contain the following statements: "This project was supported by grant awarded by the US Department of the Treasury. Points of view in this document are those of the author and do not necessarily represent the official position or policies of the US Department of the Treasury. Grant funds are administered by the America Rescue Plan Act, State and Local Fiscal Recovery Funds, Washington State Department of Commerce." 3. GRANT MANAGEMENT The Representative for each of the parties shall be responsible for and shall be the contact person for all communications and billings regarding the performance of this Grant. The Representative for COMMERCE and their contact information are identified on the Face Sheet of this Grant. The Representative for the Grantee and their contact information are identified on the Face Sheet of this Grant. 4. PERIOD OF PERFORMANCE, COSTS INCURRED, REIMBURSEMENT a) Period of Performance, The initial period of performance for this award begins on the date hereof and ends on June 30, 2025. If unexpended funds under this Grant are re-appropriated, the period of performance (Contract End Date) will be extended to not later than October 30, 2026. b) Costs Incurred Period. As set forth in Treasury's implementing regulations, Grantee may use funds awarded under ARPA to cover eligible costs incurred during the period that begins on March 3, 2021, and ends on December 31, 2024. Pursuant to Federal rules, a cost shall be considered to have been incurred if the Grantee has incurred an obligation with respect to such cost by December 31, 2024. All change orders for which reimbursement is requested must be executed on or before December 31, 2024. c) Reimbursement Period. All requests for reimbursement of eligible costs incurred between March 3, 2021 and December 31, 2024 payable from ARPA funds must be submitted to COMMERCE by the earlier of October 30, 2026 or 30 days prior to the Contract End Date. 5. COMPENSATION COMMERCE shall pay an amount not to exceed the total contract amount listed on the contract Face Sheet for the performance of all things necessary for or incidental to the performance of work as set forth in the Scope of Work. 2 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF SPECIAL TERMS AND CONDITIONS CAPITAL FEDERAL FUNDS 6. BILLING PROCEDURES AND PAYMENT COMMERCE shall reimburse the GRANTEE for eligible Project expenditures, up to the maximum payable under this Grant Agreement. When requesting reimbursement for expenditures made, the GRANTEE shall submit to COMMERCE a signed and completed Invoice Voucher (Form A-19), that documents capitalized Project activity performed for the billing period. The GRANTEE can submit all Invoice Vouchers and any required documentation electronically through COMMERCE's Grants Management System (CMS), which is available through the Secure Access Washington (SAW) portal. The invoices shall describe and document, to COMMERCE's satisfaction, a description of the work performed, the progress of the project, and fees. The invoice shall include the Grant Number listed on the contract Face Sheet. The voucher must be certified (signed) by an official of the GRANTEE with authority to bind the GRANTEE. The final voucher shall be submitted to COMMERCE within sixty (60) days following the completion of work or other termination of this Grant Agreement, or if work is not completed or Grant terminated, within fifteen (15) days following the end of the state biennium unless Grant Agreement funds are reappropriated by the Legislature in accordance with Additional Special Terms and Conditions set forth in the Declarations page above. Each request for payment must be accompanied by: • a Project Status Report, which describes, in narrative form, the progress made on the Project since the last invoice was submitted, as well as a report of Project status to date. COMMERCE will not release payment for any reimbursement request received unless and until the Project Status Report is received. After approving the Invoice Voucher and Project Status Report, COMMERCE shall promptly remit a warrant to the GRANTEE. • Any documentation of costs, and prevailing wage as per section 8 of the Special Terms and Conditions and Attachment C, CERTIFICATION OF THE PAYMENT AND REPORTING OF PREVAILING WAGES. • A reportable expenses form as detailed in Section 7 of Special Terms and Conditions, SUBCONTRACTOR DATA COLLECTION. COMMERCE will pay GRANTEE upon acceptance of services provided and receipt of properly completed invoices, which shall be submitted to the Representative for COMMERCE not more often than monthly. 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 Grant or withhold payments claimed by the Grantee for services rendered if the Grantee fails to satisfactorily comply with any term or condition of this Grant. No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall be made by COMMERCE. Invoices and End of Fiscal Year Invoices are due on the 20th of the month following the provision of services. Final invoices for a state fiscal year may be due sooner than the 20th and Commerce will provide notification of the end of fiscal year due date. The grantee must invoice for all expenses from the beginning of the contract through June 30, 2025, regardless of the contract start and end date. 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. 3 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF SPECIAL TERMS AND CONDITIONS CAPITAL FEDERAL FUNDS Disallowed Costs The Grantee is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subcontractors. Withholding At its sole discretion, COMMERCE may withhold ten percent (10%) from each payment until acceptance by COMMERCE of the final report(or completion of the project, etc.). 7. SUBCONTRACTOR DATA COLLECTION Grantee will submit reports, in a form and format to be provided by Commerce and at intervals as agreed by the parties, regarding work under this Grant performed by subcontractors and the portion of Grant funds expended for work performed by subcontractors, including but not necessarily limited to minority-owned, woman-owned, and veteran-owned business subcontractors. "Subcontractors" shall mean subcontractors of any tier. 8. HISTORICAL OR CULTURAL RESOURCES, HUMAN REMAINS CHIP projects are subject to the requirements of Washington State Governor's Executive Order (GEO) 21-02"Archaeological and Cultural Resources". CHIP Grantees will cooperate with Commerce to fulfill the requirements of GEO-21-02. Commerce will delegate consultation authority to the grantee by letter, and each project must complete the EZ-1 Form to comply with the GEO 21-02. In the event that historical or cultural artifacts are discovered at the Project site during construction or rehabilitation, the Grantee or subcontractor shall immediately stop work and notify the local historical preservation officer and the state historic preservation officer at the Department of Archaeology and Historic Preservation at (360) 586-3065. If human remains are discovered, the Grantee shall immediately stop work and report the presence and location of the remains to the coroner and local enforcement, then contact DAHP and any concerned tribe's cultural staff or committee. 9.AUDIT If the Grantee is a subrecipient and expends$750,000 or more in federal awards from any and/or all sources in any fiscal year, the Grantee shall procure and pay for a single audit or a program- specific audit for that fiscal year. Upon completion of each audit, the Grantee shall: 1. Submit to COMMERCE the reporting package specified in Uniform Guidance 2 CFR 200, reports required by the program-specific audit guide (if applicable), and a copy of any management letters issued by the auditor. 2. Submit to COMMERCE follow-up and developed corrective action plans for all audit findings. If the Grantee is a subrecipient and expends less than$750,000 in federal awards from any and/or all sources in any fiscal year, the Grantee shall notify COMMERCE they did not meet the single audit requirement. The Grantee shall send all single audit documentation to the Federal Audit Clearinghouse. https://facides.census.gov/Acco untlLog i n.aspx 10. DEBARMENT A. Grantee, defined as the primary participant and it principals, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief that they: i. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. 4 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF SPECIAL TERMS AND CONDITIONS CAPITAL FEDERAL FUNDS 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. Grantees should review section 14 of the Special Terms and Conditions for information on documenting that any subcontractors are not on the federal debarment list. D. The Grantee further agrees by signing this Grant that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction," as follows, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions: LOWER TIER COVERED TRANSACTIONS i. The lower tier Grantee certifies, by signing this Grant that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. ii. Where the lower tier Grantee is unable to certify to any of the statements in this Grant, such contractor shall attach an explanation to this Grant. 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. 11. INSURANCE Each party certifies that it is self-insured under the State's or local government self-insurance liability program, and shall be responsible for losses for which it is found liable. 12. COMPLIANCE WITH APPLICABLE LAW AND REGULATIONS A. Grantee agrees to comply with the requirements of section 603 of the Act, regulations adopted by Treasury pursuant to section 603(f) of the Act, and guidance issued by Treasury regarding the foregoing. Grantee also agrees to comply with all other applicable federal statutes, regulations, and executive orders, and Grantee shall provide for such compliance by other parties in any agreements it enters into with other parties relating to this award. B. Federal regulations applicable to this award include, but are not necessarily limited to the following: i. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 C.F.R. Part 200, other than such provisions as Treasury may determine are inapplicable to this Award and subject to such exceptions as may be otherwise provided by Treasury. Subpart F—Audit Requirements of the Uniform Guidance, implementing the Single Audit Act, shall apply to this award. 5 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913D BF SPECIAL TERMS AND CONDITIONS CAPITAL FEDERAL FUNDS ii. Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference. iii. Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference. iv. OMB Guidelines to Agencies on Government wide Debarment and Suspension (Non- procurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions(contracts and subcontracts described in 2 C.F.R. Part 180, subpart B)that the award is subject to 2 C.F.R. Part 180 and Treasury's implementing regulation at 31 C.F.R. Part 19. v. Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. vi. Government wide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. vii. New Restrictions on Lobbying, 31 C.F.R. Part 21. viii. Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations. ix. Generally applicable federal environmental laws and regulations. x. Prohibition on certain telecommunications and video surveillance services or equipment 2 CFR §200.216. C. Statutes and regulations prohibiting discrimination applicable to this award include, but are not necessarily limited to the following: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury's implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance; ii. The Fair Housing Act,Title VIII of the Civil Rights Act of 1968(42 U.S.C. §§3601 et seq.), which prohibits discrimination in housing on the basis of race,color, religion, national origin, sex, familial status, or disability; iii. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance; iv. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury's implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance; and v. Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto. vi. 13. FEDERAL EXCLUSION These terms add to the terms in Section 12 Certification Regarding Debarment, Suspension or Ineligibility and Voluntary Exclusion—Primary and Lower Tier Covered Transactions in General Terms and Conditions. The Grantee also agrees to access the Federal Exclusion List at www.sam.aov and provide Federal Exclusion documentation to Commerce and to keep a copy on file with the Grantee's project records. 6 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF SPECIAL TERMS AND CONDITIONS CAPITAL FEDERAL FUNDS 14. REGISTRATION WITH THE SYSTEM FOR AWARD MANAGEMENT(SAM) By signing this Grant, the Grantee accepts the requirements stated in 48 CFR 52.204-7 to register with the System for Award Management at the SAM website (https://www.sam.gov). To register in SAM, a valid Unique Entity Identifier (UEI) is required. The Grantee is responsible for the accuracy and completeness of the data within the SAM database and for any liability resulting from the Government's reliance on inaccurate or incomplete data. The Grantee must remain registered in the SAM database after the initial registration. The Grantee is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in SAM to ensure it is current, accurate and complete. The Grantee shall provide evidence documenting registration and renewal of SAM registration to Commerce. In the event of the Grantee's noncompliance or refusal to comply with the requirement stated above, Commerce reserves the right to suspend payment until the Grantee cures this noncompliance. 15. REDUCTION IN FUNDS In the event state funds appropriated for the work contemplated under this Grant Agreement are withdrawn, reduced, or limited in any way by the Governor or the Washington State Legislature during the Grant Agreement period, the parties hereto shall be bound by any such revised funding limitations as implemented at the discretion of COMMERCE, and shall meet and renegotiate the Grant Agreement accordingly. 16. OWNERSHIP OF PROJECT/CAPITAL FACILITIES COMMERCE makes no claim to any real property improved or constructed with funds awarded under this Grant Agreement and does not assert and will not acquire any ownership interest in or title to the capital facilities and/or equipment constructed or purchased with state funds under this Grant Agreement; provided, however, that COMMERCE may be granted a security interest in real property, to secure funds awarded under this Grant Agreement to assure affordability when the CHIP grant program contributed to the project, unless monitored by another funder. The funding for this program, [SB 5651 (section 1032), laws of 2021] requires that projects serve and benefit low-income households, and requires affordability for at least 25 years. This provision does not extend to claims that COMMERCE may bring against the GRANTEE in recapturing funds expended in violation of this Grant Agreement. 17. CHANGE OF OWNERSHIP OR USE FOR GRANTEE-OWNED PROPERTY A. The GRANTEE understands and agrees that any and all real property or facilities owned by the GRANTEE that are acquired, constructed, or otherwise improved by the GRANTEE using state funds under this Grant Agreement, shall be held and used by the GRANTEE for the purpose or purposes stated elsewhere in this Grant Agreement for a period of at least twenty five (25) years from the date the final payment is made hereunder. B. This provision shall not be construed to prohibit the GRANTEE from selling any property or properties described in this section; Provided, that any such sale shall be subject to prior review and approval by COMMERCE, and that all proceeds from such sale shall be applied to the purchase price of a different facility or facilities of equal or greater value than the original facility and that any such new facility or facilities will be used for the purpose or purposes stated elsewhere in this Grant Agreement. C. In the event the GRANTEE is found to be out of compliance with this section, the GRANTEE shall repay to the state general fund the principal amount of the grant as stated on the Face Sheet, hereof, plus interest calculated at the rate of interest on state of Washington general obligation bonds issued most closely to the effective date of the legislation in which the subject facility was authorized. Repayment shall be made pursuant to Section 34 (Recapture provision). 7 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF SPECIAL TERMS AND CONDITIONS CAPITAL FEDERAL FUNDS 18. CHANGE OF USE FOR LEASED PROPERTY PERFORMANCE MEASURE A. The GRANTEE understands and agrees that any facility leased by the GRANTEE that is constructed, renovated, or otherwise improved using state funds under this Grant Agreement shall be used by the GRANTEE for the purpose or purposes stated elsewhere in this Grant Agreement for a period of at least twenty five (25) years from the date the final payment is made hereunder. B. In the event the GRANTEE is found to be out of compliance with this section, the GRANTEE shall repay to the state general fund the principal amount of the grant as stated on the Face Sheet, hereof, plus interest calculated at the rate of interest on state of Washington general obligation bonds issued most closely to the effective date of the legislation in which the subject facility was authorized. Repayment shall be made pursuant to Section 34 (Recapture Provision). 19. TERMINATION FOR FRAUD OR MISREPRESENTATION In the event the GRANTEE commits fraud or makes any misrepresentation in connection with the Grant application or during the performance of this Grant Agreement, COMMERCE reserves the right to terminate or amend this Grant Agreement accordingly, including the right to recapture all funds disbursed to the GRANTEE under the Grant. 20. 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 Grant Agreement immediately or as soon as practicable to the COMMERCE Representative identified on the Face Sheet. 21. ORDER OF PRECEDENCE In the event of an inconsistency in this Grant, the inconsistency shall be resolved by giving precedence in the following order: • Applicable federal and state of Washington statutes and regulations • Special Terms and Conditions • General Terms and Conditions • Attachment A—Scope of Work • Attachment B—Certification of the Availability of Funds to Complete the Project • Attachment C—Certification of the Payment and Reporting of Prevailing Wages 8 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF GENERAL TERMS AND CONDITIONS CAPITAL FEDERAL FUNDS 1. DEFINITIONS As used throughout this Grant, the following terms shall have the meaning set forth below: A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing to act on the Director's behalf. B. "COMMERCE" shall mean the Department of Commerce. C. "Grant"or"Agreement" means the entire written agreement between COMMERCE and the Grantor, including any Exhibits, documents, or materials incorporated by reference. E-mail or Facsimile transmission of a signed copy of this contract shall be the same as delivery of an original. D. "Grantee"shall mean the entity identified on the face sheet performing service(s) under this Grant, and shall include all employees and agents of the Grantee. E. "Personal Information" shall mean information identifiable to any person, including, but not limited to, information that relates to a person's name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers. F. "State" shall mean the state of Washington. G. "Subcontractor"shall mean one not in the employment of the Grantee, who is performing all or part of those services under this Grant under a separate contract with the Grantee. The terms "subcontractor" and "subcontractors" mean subcontractor(s) in any tier. 2. ADMINISTRATIVE COST ALLOCATION Administrative costs that may be allowed are set forth in the Special Terms and Conditions. Administrative services shared by other programs shall be assigned to this Grant based on an allocation plan that reflects allowable administrative costs that support services provided under each Grant administered by the Grantee. An approved current federal indirect cost rate may be applied up to the maximum administrative budget allowed. 3. ALLOWABLE COSTS Costs allowable under this Grant are actual expenditures according to an approved budget up to the maximum amount stated on the Grant Award or Amendment Face Sheet. 4. ALL WRITINGS CONTAINED HEREIN This Grant contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Grant shall be deemed to exist or to bind any of the parties hereto. 5. AMENDMENTS This Grant may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 6. AMERICANS WITH DISABILITIES ACT(ADA) OF 1990, PUBLIC LAW 101-336,also referred to as the"ADA" 28 CFR Part 35 The Grantee must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 7. APPROVAL This contract shall be subject to the written approval of COM MERCE'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. 9 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF GENERAL TERMS AND CONDITIONS CAPITAL FEDERAL FUNDS 8. ASSIGNMENT Neither this Grant, nor any claim arising under this Grant, shall be transferred or assigned by the Grantee without prior written consent of COMMERCE. For the purpose of the CHIP contracts, which require a city, county or public utility sponsor of the affordable housing project, Commerce preapproves the grantee to assign this contract to their affordable housing partner. In this case, all requirements and contract terms flow to the assignee's subcontractors, specifically section 11, certification regarding debarment, and section 40, subcontracting, of the General Terms and Conditions. After assignment, all references to Grantee shall mean Grantee's assignee. 9. ATTORNEYS' FEES Unless expressly permitted under another provision of the Grant, in the event of litigation or other action brought to enforce Grant terms, each party agrees to bear its own attorney's fees and costs. 10. AUDIT If the Grantee is a subrecipient and expends$750,000 or more in federal awards from any and/or all sources in any fiscal year, the Grantee shall procure and pay for a single audit or a program- specific audit for that fiscal year. Upon completion of each audit, the Grantee shall: 1. Submit to COMMERCE the reporting package specified in Uniform Guidance 2 CFR 200, reports required by the program-specific audit guide (if applicable), and a copy of any management letters issued by the auditor. 2. Submit to COMMERCE follow-up and developed corrective action plans for all audit findings. If the Grantee is a subrecipient and expends less than$750,000 in federal awards from any and/or all sources in any fiscal year, the Grantee shall notify COMMERCE they did not meet the single audit requirement. The Grantee shall send all single audit documentation to the Federal Audit Clearinghouse. https://facides.census.gov/Account/Login.aspx 11. 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 that they: i. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. ii. Have not within a three-year period preceding this contract, 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 contract 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 contract, the Grantee shall attach an explanation to this contract. 10 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF GENERAL TERMS AND CONDITIONS CAPITAL FEDERAL FUNDS C. The Grantee agrees by signing this contract 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 contract 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 contractor certifies, by signing this contract that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. ii. Where the lower tier contractor is unable to certify to any of the statements in this contract, such contractor shall attach an explanation to this contract. 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. 12. 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. 13. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION A. "Confidential Information" as used in this section includes: 1. All material provided to the Grantee by COMMERCE that is designated as "confidential" by COMMERCE; 2. All material produced by the Grantee that is designated as"confidential" by COMMERCE; and 3. All personal information in the possession of the Grantee that may not be disclosed under state or federal law. "Personal information" includes but is not limited to information related to a person's name, health, finances, education, business, use of government services, addresses, telephone numbers, social security number, driver's license number and other identifying numbers, and"Protected Health Information" under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). B. The Grantee shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. The Grantee shall use Confidential Information solely for the purposes of this Grant and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of COMMERCE or as may be required by law. The Grantor shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation of any state or federal laws related thereto. Upon request, the Grantee shall provide COMMERCE with its policies and procedures on confidentiality. COMMERCE may require changes to such policies and procedures as they apply to this Grant whenever COMMERCE reasonably determines that changes are necessary to prevent unauthorized disclosures. The Grantee shall make the changes within the time period specified by COMMERCE. Upon request, the Grantee shall immediately return to COMMERCE any Confidential Information that COMMERCE reasonably determines has not been adequately protected by the Grantee against unauthorized disclosure. 11 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF GENERAL TERMS AND CONDITIONS CAPITAL FEDERAL FUNDS 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. 14. 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. 15. CONFLICT OF INTEREST Notwithstanding any determination by the Executive Ethics Board or other tribunal, the COMMERCE may, in its sole discretion, by written notice to the Grantee terminate this contract if it is found after due notice and examination by COMMERCE that there is a violation of the Ethics in Public Service Act, Chapters 42.52 RCW and 42.23 RCW; or any similar statute involving the Grantee in the procurement of, or performance under this contract. Specific restrictions apply to contracting with current or former state employees pursuant to chapter 42.52 of the Revised Code of Washington. The Grantee and their subcontractor(s) must identify any person employed in any capacity by the state of Washington that worked on the Commerce program administering this contract, including but not limited to formulating or drafting the legislation, participating in grant procurement planning and execution, awarding grants, and monitoring grants, during the 24 month period preceding the start date of this Grant. Identify the individual by name, the agency previously or currently employed by, job title or position held, and separation date. If it is determined by COMMERCE that a conflict of interest exists, the Grantee may be disqualified from further consideration for the award of a Grant. In the event this contract is terminated as provided above, COMMERCE shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the contract by the Grantee. The rights and remedies of COMMERCE provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which COMMERCE makes any determination under this clause shall be an issue and may be reviewed as provided in the "Disputes" clause of this contract. 16. COPYRIGHT PROVISIONS Unless otherwise provided, all Materials produced under this Grant shall be considered"works for hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be considered the author of such Materials. In the event the Materials are not considered "works for hire" under the U.S. Copyright laws, the Grantee hereby irrevocably assigns all right, title, and interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to COMMERCE effective from the moment of creation of such Materials. "Materials" means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability to transfer these rights. For Materials that are delivered under the Grant, but that incorporate pre-existing materials not produced under the Grant, the Grantee hereby grants to COMMERCE a nonexclusive, royalty-free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The Grantee warrants and represents that the Grantee has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to COMMERCE. The Grantee shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials furnished under this Grant, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Grant. The Grantee shall provide COMMERCE with prompt written notice of each notice or claim of infringement received by the Grantee with respect to any Materials delivered under this Grant. COMMERCE shall have the right to modify or remove any restrictive markings placed upon the Materials by the Grantee. 12 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF GENERAL TERMS AND CONDITIONS CAPITAL FEDERAL FUNDS 17. DISALLOWED COSTS The Grantee is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its Subcontractors. 18. DISPUTES Except as otherwise provided in this Grant, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Director of COMMERCE, who may designate a neutral person to decide the dispute. The request for a dispute hearing must: • be in writing; • state the disputed issues; • state the relative positions of the parties; • state the Contractor's name, address, and Grant 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 Grant shall be construed to limit the parties' choice of a mutually acceptable alternate dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above. 19. DUPLICATE PAYMENT The 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. 20. GOVERNING LAW AND VENUE This Grant shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 21. 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, for, 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. Grantee expressly agrees to indemnify, defend, and hold harmless the State for any claim arising out of or incident to Grantee's or any subcontractor's performance or failure to perform the contract. Grantee's obligation to indemnify, defend, and hold harmless the State shall not be eliminated or reduced by any actual or alleged concurrent negligence of State or its agents, agencies, employees and officials. The Grantee waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the state and its agencies, officers, agents or employees. 13 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF GENERAL TERMS AND CONDITIONS CAPITAL FEDERAL FUNDS 22. INDEPENDENT CAPACITY OF THE GRANTEE The parties intend that an independent contractor relationship will be created by this Grant. The Grantee and its employees or agents performing under this Grant are not employees or agents of the state of Washington or COMMERCE. The Grantee will not hold itself out as or claim to be an officer or employee of COMMERCE or of the state of Washington by reason hereof, nor will the Grantee make any claim of right, privilege or benefit which would accrue to such officer or employee under law. Conduct and control of the work will be solely with the Grantee. 23. INDUSTRIAL INSURANCE COVERAGE The Grantee shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the Grantee fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, COMMERCE may collect from the Grantee the full amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount owed by the Grantee to the accident fund from the amount payable to the Grantee by COM MERCE under this Grant, 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. 24. 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. 25. LICENSING, ACCREDITATION AND REGISTRATION The Grantee shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Grant. 26. 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 Grant. 27. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS During the performance of this Grant, the Grantee shall comply with all federal, state, and local nondiscrimination laws, regulations and policies. In the event of the Grantee's non-compliance or refusal to comply with any nondiscrimination law, regulation or policy, this contract may be rescinded, canceled or terminated in whole or in part, and the Grantee may be declared ineligible for further contracts with COMMERCE. The Grantee shall, however, be given a reasonable time in which to cure this noncompliance. Any dispute may be resolved in accordance with the"Disputes" procedure set forth herein. The funds provided under this contract may 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 grant. 28. 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. 14 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF GENERAL TERMS AND CONDITIONS CAPITAL FEDERAL FUNDS (ii) A bona fide job-related factor or factors may include, but not be limited to, education, training, or experience that is: Consistent with business necessity; not based on or derived from a gender-based differential; and accounts for the entire differential. (Hi) A bona fide regional difference in compensation level must be:Consistent with business necessity; not based on or derived from a gender-based differential; and account for the entire differential. This Grant may be terminated by the Department, if the Department or the Department of Enterprise services determines that the Grantee is not in compliance with this provision. 29. POLITICAL ACTIVITIES Political activity of Grantee 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. 30. PREVAILING WAGE LAW The Grantee certifies that all contractors and subcontractors performing work on the Project shall comply with state Prevailing Wages on Public Works, Chapter 39.12 RCW, as 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" as required by RCW 39.12.040. The Grantee shall maintain records sufficient to evidence compliance with Chapter 39.12 RCW, and shall make such records available for COMMERCE's review upon request. 31. PROCUREMENT STANDARDS FOR FEDERALLY FUNDED PROGRAMS A Grantee which is a local government or Indian Tribal government must establish procurement policies and procedures in accordance with 2 CFR 200 for all purchases funded by this contract. All recipients of funds under this Contract, including Contractor and subrecipients or subcontractors of any tier, must follow the procurement standards in 2 CFR §§ 200.318 through 200.327, including ensuring that the procurement method used for the contracts are appropriate based on the dollar amount and conditions specified in 2 CFR § 200.320. The Grantee's procurement system should include but not necessarily be limited to, the following: A. General procurement standards 2 CFR 5 200.318. A code or standard of conduct that shall govern the performance of its officers, employees, or agents engaged in the awarding of contracts using federal funds. B. Competition 2 CFR § 200.319. Procedures that ensure all procurement transactions shall be conducted in a manner providing full and open competition consistent with the standards of this section and§200.320. C. Methods of procurement to be followed 2 CFR 5 200.320. D. Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms 2 CFR 5 200.321. E. Domestic preferences for procurements 2 CFR 5 200.322. 32. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION The funds provided under this Grant 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 Grant 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. 15 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF GENERAL TERMS AND CONDITIONS CAPITAL FEDERAL FUNDS 33. 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. 34. 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. 35. 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. 36. REGISTRATION WITH DEPARTMENT OF REVENUE If required by law, the Grantee shall complete registration with the Washington State Department of Revenue. 37. RIGHT OF INSPECTION At no additional cost all records relating to the Grantee's performance under this Grant 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 Grant. The Grantee shall provide access to its facilities for this purpose. 38. SAVINGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Grant and prior to normal completion, COMMERCE may terminate the Grant under the "Termination for Convenience" clause, without the ten business day notice requirement. In lieu of termination, the Grant may be amended to reflect the new funding limitations and conditions. 39. 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. 16 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF GENERAL TERMS AND CONDITIONS CAPITAL FEDERAL FUNDS 40. SUBCONTRACTING The Grantee may only subcontract work contemplated under this Grant if it obtains the prior written approval of COMMERCE. If COMMERCE approves subcontracting, the Grantee shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, COMMERCE in writing may: (a) require the Grantee to amend its subcontracting procedures as they relate to this Grant; (b) prohibit the Grantee from subcontracting with a particular person or entity; or (c) require the Grantee to rescind or amend a subcontract. Every subcontract shall bind the Subcontractor to follow all applicable terms of this Grant. The Grantee is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or condition of this Grant. The Grantee shall appropriately monitor the activities of the Subcontractor to assure fiscal conditions of this Grant. In no event shall the existence of a subcontract operate to release or reduce the liability of the Grantee to COMMERCE for any breach in the performance of the Grantee's duties. Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for claims or damages arising from a Subcontractor's performance of the subcontract. 41. SURVIVAL The terms, conditions, and warranties contained in this Grant that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Grant shall so survive. 42. 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. 43. 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 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. 17 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF GENERAL TERMS AND CONDITIONS CAPITAL FEDERAL FUNDS 44. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Grant COMMERCE may, by ten (10) business days written notice, beginning on the second day after the mailing, terminate this Grant, in whole or in part. If this Grant is so terminated, COMMERCE shall be liable only for payment required under the terms of this Grant for services rendered or goods delivered prior to the effective date of termination. 45. 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 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. 46. 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 18 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF GENERAL TERMS AND CONDITIONS CAPITAL FEDERAL FUNDS 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 All reference to the Grantee under this clause shall also include Grantee's employees, agents or Subcontractors. 47. WAIVER Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this Grant unless stated to be such in writing and signed by Authorized Representative of COMMERCE. 48. WORK HOURS AND SAFETY STANDARDS The Grant Work Hours and Safety Standards Act (40 U.S.C. 327-333)-Where applicable, all contracts awarded by recipients in excess of $100,000 for construction and other purposes that involve the employment of mechanics or laborers must include a provision for compliance with Section 102 and 107 of the Grant Work Hours Safety Standards Act (40 U.S.C. 327-333), as supplemented by Department of Labor regulations (29 CFR part 5). Under Section 102 of the Act, each subcontractor is required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than 1 % times the basic rate of pay for all hours worked in excess of 40 hours in the work week. Section 107 of the Act is applicable to construction work and provides that no laborer or mechanic is required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. 19 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913D BF Attachment A SCOPE OF WORK Funds awarded under this grant will be used for$430,000 in capital expenditures for the Manette Housing project, a 9-unit affordable housing project in Bremerton. The location of the project is: 2115 East 19th Street, Bremerton, WA 98310. This project is expected to be complete by December 31, 2024. Project activities will include and be limited to the construction of the following utility improvements: • Water utility improvements: An 8-inch ductile iron water main extension from E Highlands St. to the project and along frontage is required due to now existing water service along frontage and for hydrant(s) installation. A 4-inch ductile iron water main extension from E 19th St. to provide individual water services is needed as well. • Sewer utility improvements: An 8 inch PVC main extension from E. Highlands St. and E. 19th Street along the entire frontage of the property is required because there is not any existing sewer mains adjacent to the property. • Stormwater utility improvements: Infiltrate runoff for the entire site as the City of Bremerton does not have any stormwater management infrastructure nearby. The"Copyright Provisions", Section 16 of the General Terms and Conditions, are not intended to apply to any architectural and engineering design work funded by this grant. Based on the criteria within the state capital budget, SSB 1080 Sec 1074, (Laws of 2021), 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 multi-unit 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 multi-unit affordable) housing projects that serve and benefit low-income households.2 If the project is a mixed-income project, the affordable portion of the development must be at least 25%. • The affordable housing project should be part of a program that will monitor affordability for a minimum of 25 years, such as the Housing Trust Fund, low-income housing tax credits, housing authority, or a city monitoring process. A covenant and/or note and deed of trust may be required as part of securitization to ensure affordability. 1 "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." 2"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. 20 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF Attachment A 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. LDDocuSigne`d by: OB6DA6DB517F450... 3/14/2024 I 2:16 PM PDT Greg Wheeler, Mayor DATE How this project meets criteria for APRA SLFRF Projects This project aligns to the Expenditure Category 3 of ARPA SLRF, services to Disproportionately Impacted Communities, Housing Support: Affordable Housing EC 2.15,3 Under ARPA's SLFRF guidance, funding for this grant falls under the category of responding to "Public Health and Economic Impacts" of the COVID-19 public health emergency. Within that category of eligible actions, this program is intended to "Building Stronger Communities through Investments in Housing and Neighborhoods" by serving those communities that were hardest hit by the pandemic through investments in affordable housing development. Eligible services include: Affordable housing development to increase supply of affordable and high quality living units. Supporting the development of affordable housing is important to address a limited supply of housing, some of which is inadequate, or of poor quality.4 The Interim Final Rule supports this finding by stating that "both the public health and economic impacts of the pandemic have fallen most severely on communities and populations disadvantaged before it began" including"low income communities, people of color, and Tribal communities."5 3 https://home.treasury.gov/system/files/136/SLFRF-Compliance-and-Reporting-Guidance.pdf 4 See specific language at printed pages 26795 and 26796 of the Interim Final Rule to implement the Coronavirus State Fiscal Recovery Fund and the Coronavirus Local Fiscal Recovery Fund established under ARPA). 5 Ibid,page 26787. 21 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF Attachment B CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE ENTIRE PROJECT Type of Funding Source Description and purpose Amount CHIP Grant Washington State Department of Commerce $430,000 Other Grants _ Kitsap HOME (Kitsap County portion $802,226.05 Grant#1 $219,254.09 & City of Bremerton portion $582,971.96) Grant#2 HTF Capital Funds (Apple Health & Home) $3,247,697.00 Grant#3 Direct Appropriation from HTF for acquisition $499,550.00 Grant#4 First Federal Community Foundation $50,000.00 Total Other Grants $4,599,473.05 Other Loans Loan #1 $ Loan #2 $ Total Loans $0.00 Other Local Revenue Source#1 $ T- otal Local Revenue $0.00 Other Funds Source#1 $ Source#2 $ T- otal Other Funds $0.00 Total Project Funding $5,029,473.05 CERTIFICATION PERFORMANCE MEASURE -AVAILABILITY OF FUNDS The GRANTEE by its signature, certifies 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 it 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. -DocuSigned by: IKAMARA, ✓`1 ti2.Cv --v.0B6DA6DB517F450... Greg Wheeler, Mayor 3/14/2024 12:16 PM PDT DATE 22 DocuSign Envelope ID:C128F858-9A2C-47F4-96CD-214074913DBF Attachment C CERTIFICATION OF THE PAYMENT AND REPORTING OF PREVAILING WAGES The GRANTEE, by its signature, certifies that all contractors and subcontractors performing work on the Project shall comply with prevailing wage laws set forth in Chapter 39.12 RCW, as applicable to the Project funded by this Grant Agreement, including but not limited to the filing of the "Statement of Intent to Pay Prevailing Wages" and "Affidavit of Wages Paid" as required by RCW 39.12.040. See section 8 of the Special Terms and Conditions and section 30 of the General Terms and Conditions. Before invoices are paid, the "awarding agency" must provide documentation of the "intent to pay prevailing wages". Before the final funds are paid from the state, an "affidavit of wages paid"from L&I must also be provided. The GRANTEE or assignee, shall maintain records sufficient to evidence compliance with Chapter 39.12 RCW, and shall make such records available for COMMERCE's review upon request. CERTIFICATION PERFORMANCE MEASURE — PREVAILING WAGES The GRANTEE, by its signature, certifies that the declaration set forth above has been reviewed and approved by the GRANTEE and their subcontractors as of the date and year written below. DocuSigned by: ov,„,ekeA, OB6DA6DB517F45O... Greg Wheeler, Mayor 3/14/2024 12:16 PM PDT DATE 23