Snohomish County Housing and Community Development Urban County Consortium Interlocal Cooperation Agreement Amendment 1n.7611 re", - `0 / 7
SNOHOMISH COUNTY HOUSING AND COMMUNITY DEVELOPMENT
URBAN COUNTY CONSORTIUM
INTERLOCAL COOPERATION AGREEMENT
AMENDMENT 1
WHEREAS, Snohomish County, a political subdivision of the State of Washington (hereinafter
referred to as "County") and the City of Edmonds, a political subdivision of the State of
Washington "(hereinafter referred to as "unit of local government"), pursuant to the Interlocal
Cooperation Act of 1967, entered into an Interlocal Cooperation Agreement (hereinafter the
"Agreement" ) in 1999 together with other participating units of local governments in
Snohomish County for the Snohomish County Housing and Community Development Urban
County Consortium; and
WHEREAS, the purpose of the Agreement is to qualify as an Urban County for receipt of
Community Development Block Grant (hereinafter "CDBG"), HOME Investment Partnership
Program (hereinafter "HOME"), Emergency Solutions Grant Program (hereinafter "ESG") and
such other funds as may be available from the U.S. Department of Housing and Urban
Development as a result of the Urban County designation; and
WHEREAS, the original term of the agreement was for Federal Fiscal Years 2000, 2001, and
2002, and the Agreement has been automatically renewed for successive three-year terms
through the current term for Federal Fiscal Years 2012, 2013, and 2014 in order to maintain the
Urban County designation for receipt of CDBG, HOME, ESG and other grant funds; and
WHEREAS, in order to maintain the Urban County designation for receipt of CDBG, HOME,
ESG and other grant funds for Federal Fiscal Years 2015, 2016, and 2017, the U.S. Department
of Housing and Urban Development is requiring that the Agreement be amended to more clearly
delineate the fair housing and civil rights obligations to which urban counties and units of local
government are subject and to add a new requirement regarding the use of CDBG funds that was
placed in the Transportation, Housing and Urban Development, and Related Agencies
Appropriations Act, 2014, Pub. L. 113-76; and
WHEREAS, other minor revisions to the Agreement are necessary to meet the current
requirements for cooperation agreements in the Urban County Qualification Notice for Federal
Fiscal Years 2015, 2016, and 2017;
NOW, THEREFORE, the County, and the unit of local government, hereby agree as follows:
1. Section 1 of the Agreement is amended to read:
Each party authorizes the inclusion of its population and other demographic
characteristics for purposes of qualification of Snohomish County as an Urban County as
defined in the Act; joins together with all other participating units of general purpose
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local government to qualify Snohomish County as an Urban County for Community
Development Block Grant (hereinafter "CDBG"), HOME Investment Partnership
Program (hereinafter "HOME"), Emergency Solutions Grant Program (hereinafter
"ESG"), and such other funds as may be available from the U.S. Department of Housing
and Urban Development as a result of the Urban County designation; agrees to cooperate
to undertake, or assist in undertaking, community renewal and lower income housing
assistance activities, specifically urban renewal and publicly assisted housing; and shall
take all necessary actions to carry out the provisions of the approved Snohomish County
Consolidated Plan. This agreement contemplates that identical agreements will be
executed between the County and other cities and towns in Snohomish County and that
the population and demographic data from those other cities and towns will further
enable the County to qualify for CDBG,-HOME, and ESG funding. Such other cities
and towns which enter into identical agreements are hereinafter referred to as
"participating units of local government."
2. Section 2 of the Agreement is amended to read:
Snohomish County, as the applicant and grant recipient entity, assumes full decision
making authority, including final funding award selections, policy making, and
preparation and filing of the Consolidated Plan and annual Action Plan with the U.S.
Department of Housing and Urban Development (hereinafter "HUD"), to carry out
activities funded from Federal Fiscal Year 2000, 2001, and 2002 appropriations for the
CDBG,-arm HOME, and ESG programs and any program income generated from the
expenditure of such funds, and also assumes all obligations of the applicant as provided
in the Act and the regulations promulgated thereunder.
Section 3 of the Agreement is amended to read:
Through the execution of this Agreement, the unit of local government understands and
acknowledges that it is
from Federal appr-rrtptiation for the Federal Fiscal Years for which this Agreement is in
effect, it is not eligible to apply for grants from Federal 4ppropriations under the State
CDBG Program; that it may enly pai4iraipate i receive a formula allocation under the
HOME Program only through the Urban County; and that it may not participate in a
HOME Consortium except with Snohomish County, and that this does not preclude the
Urban County or the unit of local government froin applying to the State for HOME
funds, if the state allows, and that it may receive a formula allocation under the ESG
Program only through the Urban County and that this does not preclude the Urban
County or the unit of local government from applying to the State for ESG funds, if the
state allows.
4. Section 4 of the Agreement is amended to read:
Snohomish County and the unit of local government will take all required actions
necessary to assure compliance with the Urban County's certification required by Section
104 (b) of Title I of the Housing and Community Development Act of 1974, as amended,
regarding Title VI of the Civil Rights Act of 1964, the Fair Housing Act, and inektdif,&-
the previsions of the Fair 14eusing. +, affirmativel ful'therin fair 11DiI5In . Title ! of
Devela,. r e„t Aet of 1Both parties must comply with section 109 of Title I of the
Housing and Community Development Act of 1974, which incorporates Section 504 of
the Rehabilitation Act of 1973 the Age Discrimination Act of 1975 and with other
applicable laws.
5. Section 5 of the Agreement is amended as follows:
Snohomish County shall not provide CDBG, or -HOME, or ESG funding in or in support
of any participating unit of local government that does not affirmatively further fair
housing within its own jurisdiction or that impedes the County's action to comply with
the County's fair housing certification.
6. Section 7 of the Agreement is amended as follows:
Pursuant to 24 CFR 570.501(b), the unit of local government is subject to the same
requirements applicable to subrecipients Snah-nnksh-co,,,,+.. including the requirement of
cooperating through written agreement with Snohomish County as set forth in 24 CFR
570.503.
7. Section 14 of the Agreement is amended as follows:
This Agreement shall supersede all previous Urban County cooperation agreements and
shall remain in full force and effect from July 1, 2000 to June 30, 2003, or thereafter until
all CDBG,-and HOME, and ESG funds received by the unit of local government from the
County from Federal Fiscal Year 2000, 2001 and 2002 appropriations and any
subsequent qualification periods under this Agreement and all Program Income generated
by activities funded from those receipts are expended and all the activities assisted either
with the original receipts or the Program Income are completed. Neither party may
terminate or withdraw from this Agreement while this Agreement remains in effect as
provided herein and by the Act and Regulations. However, in the event that there is a
revision of the Act and/or the Regulations which would make this Agreement out of
compliance with the Act or Regulations, both parties will review this Agreement to
renegotiate those items necessary to bring the Agreement into compliance. Both parties
understand and agree that refusal to renegotiate this Agreement will result in the effective
termination of the Agreement as of the date it is no longer in compliance with the Act
and/or Regulations as amended.
Each party shall adopt any amendment to the A egi ement incorporating changes necessary
to meet the requirements for cooperation agreements set forth in an Urban Count
Qualification Notice aaplicable for a subsequent three-year urban county qualification
Period and to submit such amendment to HUD as provided in the urban county
qualification notice. Failure to comply with the requirements of this paragraph will void
the automatic renewal for such qualification period.
8. Section 15 of the Agreement is amended as follows:
At the end of the initial three year terms this Agreement shall automatically renew for an
additional three year term, and thereafter at successive three year intervals, unless and
until either of the parties gives Notice to the other, in the required manner, of its intention
to terminate the Agreement at the end of the current term. Such Notice must be given in
writing by a certain date that will be specified in instructions issued by HUD in advance
of each succeeding three year term. The County shall inform the unit of local government
in writing of that deadline date for Notice to terminate and its right not to participate, at
least 30 days in advance of said date. In the event Notice of intent to terminate is given,
the Agreement shall terminate after all CDBG HOME, and ESG funds received by
the unit of local government from the County from appropriations for the three Federal
Fiscal Years of that current term, and all Program Income generated by activities funded
from those receipts, are expended and all the activities assisted either with the original
receipts or the Program Income are completed.
9. The following Section 16 is added to the Agreement:
The unit of local goverrunent mad+ not sell, trade, or otherwise transfer all or any portion
of such funds to another such metropolitan city, urban county. unit of local movernment,
or Indian tribe, or insular area that directly or indirectly receives CDBG funds in
exchange for any other funds credits, or non -Federal considerations, but must use such
funds_for activities eligible under Title I of the Act pursuant to the Transportation,
Housing, and Urban Development, and Related Agencies Appropriations Act, 2014, Pub.
L. 113-76.
10. All other terms and conditions of the original Agreement remain in full force and effect.
[Signature Page Follows.]
2yday
N'SSigned parties have executed this AGREEMENT, this
of , 2014.
FOC 2di�,o,��S ATTEST:
BY BY
R
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TITLE KTITLE
FOR SNOHOMISH COUNTY
BY.
GLY HAAKENSON
TITLE Executive Director
APPROVED AS TO FORM:
ATTEST:
BY d" C .
TITLE
'j,
Snohomish County
Human Services
John Lovick
County Executive
August 20, 2014
The Honorable Dave Earling
Mayor, City of Edmonds
Third Floor City Hall
121 5th Avenue North
Edmonds, WA 98020
RECEIVED
AUG 2 12014
OFFICE OF THE MAYOR
SUBJECT: Snohomish County Housing and Community Development
Urban County Consortium
Interlocal Cooperation Agreement — Amendment 1
Dear Mayor Earling:
(425) 388-7200
FAX (425) 259-1444
M/S #305
3000 Rockefeller Ave.
Everett, WA 98201-4046
Enclosed for your records please find one executed original of the above -referenced
agreement with Snohomish County.
Please contact program manager Sue Tracy at 425.388.3269 should you have any
questions.
Sincerely,
J t Gant, Contract Coordinator
Snohomish County Human Services
www.snoco.org
Return Address:
Grants Administration, MS 304
Snohomish County Planning and Development Services
3000 Rockefeller Ave.
Everett, WA 98201
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19990
722050699 ��ll���fll If1��11G Ir1�
omish
07/22/19
P.000g 03.47 PM S
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RECORDED my
co��t
AUDITOR/RECORDER'S INDEXING COVER SHEET
Document title: Interlocal Cooperation Agreement
Grantor: City of Edmonds
Grantee: Snohomish County
Reference Number(s) of Documents Assigned or Relea - None
Legal description: Not applicable
Assessor's Pra a Tax ParceflAccvunt Number: Not applicable
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SNOHOMISH COUNTY HOUSING AND COMMUNITY DEVELOPMENT
URBAN COUNTY CONSORTIUM
IRLOC�L C OPERATYON ACxREEMENT
WHEREAS, the Congress of the United States of America has declared that the nation's cities,
towns and smaller urban communities face critical social, economic, and environmental
problems, and has enacted the Housing and Community Development Act of 1974, as amended
(hereinafter "the Act") in response thereto; and
WHEREAS, the Act makes federal financial assistance available for:
1. Eliminating slums and blight, blighting influences and the deterioration of property in
neighborhood and community facilities of importance to the welfare of the community;
2. Eliminating conditions detrimental to health, safety and welfare of the public through
enforcement of regulatory standards, demolition, interim rehabilitation assistance and related
activities;
3. Conserving and expanding the nation's housing stock so as to provide a decent home and
suitable living environment for every person and primarily those of low income;
4. Expanding and improving the quantity and quality of community services, principally for
persons of low income, which are essential for sound community development;
5. Utilizing land and other natural resources so as to afford the most rational and best
arrangement of the residential, commercial, industrial, recreational, and other needed activity
centers;
6. Reducing the isolation of income groups within communities and geographic areas by
promoting and increasing the diversity and vitality of neighborhoods through lessening
Dousing concentration of low income people and revitalizing deteriorating and deteriorated
neighborhoods;
7. Restoring and preserving property of special value for historic, architectural, or aesthetic
reasons;
8. Community revitalization in areas with population out -migration and/or stagnating or
declining tax base; and
9. Conserving the nation's scarce energy resources, improving energy efficiency, and the
providing of alternative and renewable energy source supplies; and
WHEREAS, the Act and the Regulations established thereunder (hereinafter "Regulations")
establish certain eligibility requirements for receipt of federal financial assistance; and
WHEREAS, Snohomish County may be eligible to receive federal financial assistance under
that Act as an "Urban County;" and
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WHEREAS, the Interlocal Cooperation Act of 1967 (Chapter 39.34, Revised Code of
Washington) permits local governmental units to cooperate in a manner that will accord best with
geographic, economic, demographic and other factors influencing the development of local
communities;
NOW, THEREFORE, Snohomish County, a political subdivision of the State of Washington
(hereafter referred to as "County"), and the City of Edmonds, a political subdivision of the State
of Washington (hereafter referred to as "unit of local government"), pursuant to the Interlocal
Cooperation Act of 1967, in consideration of the promises and covenants hereinafter set forth,
agree as follows:
Each party authorizes the inclusion of its population and other demographic characteristics
for purposes of qualification of Snohomish County as an Urban County as defined in the
Act; joins together with all other participating units of general purpose local government to
qualify Snohomish County as an Urban County for Community Development Block Grant
(hereinafter "CDBG"), HOME Investment Partnership Program (hereinafter "HOME"), and
such other funds as may be available from the U.S. Department of Housing and Urban
Development as a result of the Urban County designation; agrees to cooperate to undertake,
or assist in undertaking, community renewal and lower income housing assistance activities,
specifically urban renewal and publicly assisted housing; and shall take all necessary actions
to carry out the provisions of the approved Snohomish County Consolidated Plan. This
agreement contemplates that identical agreements will be executed between the County and
other cities and towns in Snohomish County and that the population and demographic data
from those other cities and towns will further enable the County to qualify for CDBG and
HOME funding. Such other cities and towns which enter into identical agreements are
hereinafter referred to as "participating units of local government."
2. Snohomish County, as the applicant and grant recipient entity, assumes full decision making
authority, including final funding award selections, policy making, and preparation and
filing of the Consolidated Plan and annual Action Plan with the U.S. Department of Housing
and Urban Development (hereinafter "HUD"), to carry out activities funded from Federal
Fiscal Year 2000, 2001, and 2002 appropriations for the CDBG and HOME programs and
any program income generated from the expenditure of such funds, and also assumes all
obligations of the applicant as provided in the Act and the regulations promulgated
thereunder.
3. Through the execution of this Agreement, the unit of local government understands and
acknowledges that it is not eligible to apply to the State for CDBG or HOME funding from
Federal appropriations for the Federal Fiscal Years for which this Agreement is in effect,
that it may only participate in the HOME Program through the Urban County, and that it
may not participate in a HOME Consortium except with Snohomish County.
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4. Snohomish County and the unit of local government will take all required actions necessary
to assure compliance with the Urban County's certification required by Section 104 (b) of
Title I of the Housing and Community Development Act of 1974, as amended, including the
provisions of the Fair Housing Act, Title VI of the Civil Rights Act of 1964, Section 109 of
Title I of the Housing and Community Development Act of 1974, and other applicable laws.
5. Snohomish County shall not provide CDBG or HOME funding in or in support of any
participating unit of local government that does not affirmatively further fair housing within
its own jurisdiction or that impedes the County's action to comply with the County's fair
housing certification.
6. The County and the unit of local government have each adopted and are each enforcing a
policy prohibiting the use of excessive force by law enforcement agencies within its
jurisdiction against any individuals engaged in nonviolent civil rights demonstrations; and a
policy of enforcing applicable state and local laws against physically barring entrance to or
exit from a facility or location which is the subject of such nonviolent civil rights
demonstrations within jurisdictions.
7. Pursuant to 24 CFR 570.501(b), the unit of local government is subject to the same
requirements applicable to Snohomish County including the requirement of cooperating
through written agreement with Snohomish County as set forth in 24 CFR 570.503.
A Policy Advisory Board is hereby established which shall advise the County Council and
Executive in matters of planning and administration of the Urban County program,
including preparation of the Consolidated Plan and annual Action Plan, establishing and
maintaining program management policies, and selecting among competing funding
applications.
9. The Policy Advisory Board shall consist of the Snohomish County Executive (or his/her
designee); three (3) members of the Snohomish County Council; one (1) Mayor or Council
member to represent all participating units of local government whose population,
independently, is 10,000 or greater; one (1) Mayor or Council member to represent all
participating units of local government whose population, independently, is between 3,000
and 10,000; one (1) Mayor or Council member to represent all participating units of local
government whose population, independently, is less than 3,000; one (1) Mayor or Council
member to represent all participating units of local government at large; and one (1)
Snohomish County citizen selected and appointed by the other eight (8) members of the
Policy Advisory Board to serve ex officio as Chairperson of the Board. The four members
representing participating municipalities shall each be selected and appointed in a manner
agreed upon by the units of local government represented. Each Policy Advisory Board
member shall have one vote in the Board's proceedings, except that the ex officio
Chairperson shall vote only in the event of a tie.
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10. The Policy Advisory Board shall adopt bylaws, hold public hearings, advise on public and
intergovernmental information and consultation processes, review and make
recommendations on proposed plans, priorities, and policies, and review and make
recommendations on proposed funding awards.
11. For the purpose of assisting in assessing funding applications for such characteristics as
community need, conformance with adopted plans and priorities, nature and extent of
benefit, financial or technical feasibility, or other factors bearing upon the merit of proposals
competing for funding, a Technical Advisory Committee is hereby established which shall
make recommendations to the Policy Advisory Board.
12. The Technical Advisory Committee shall consist of one (1) representative appointed by each
participating unit of local government; two (2) representatives of Snohomish County
appointed by the Snohomish County Executive; one (1) representative appointed by the
Housing Authority of Snohomish County; and eight (8) Snohomish County residents
appointed by the Policy Advisory Board to represent the following population groups: two
residents representing low-income persons; two residents representing handicapped persons;
two residents representing senior citizens; and two residents representing minority persons.
Each Committee member shall have one vote.
13. Awards of all funds administered by the County under this Agreement shall be executed by
written contractual agreements, in the form prescribed by the County, between the County
and the participating units of local government or other eligible public and private nonprofit
award recipients; and all activities receiving such financial assistance shall be carried out in
compliance with those agreements and with all other applicable laws and regulations.
14. This Agreement shall supersede all previous Urban County cooperation agreements and
shall remain in full force and effect from July 1, 2000 to June 30, 2003, or thereafter until all
CDBG and HOME funds received by the unit of local government from the County from
Federal Fiscal Year 2000, 2001 and 2002 appropriations and all Program Income generated
by activities funded from those receipts are expended and all the activities assisted either
with the original receipts or the Program Income are completed. Neither party may
terminate or withdraw from this Agreement while this Agreement remains in effect as
provided herein and by the Act and Regulations. However, in the event that there is a
revision of the Act and/or the Regulations which would make this Agreement out of
compliance with the Act or Regulations, both parties will review this Agreement to
renegotiate those items necessary to bring the Agreement into compliance. Both parties
understand and agree that refusal to renegotiate this Agreement will result in the effective
termination of the Agreement as of the date it is no longer in compliance with the Act and/or
Regulations as amended.
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15. At the end of the initial three year term this Agreement shall automatically renew for an
additional three year term, and thereafter at successive three year intervals, unless and until
either of the parties gives Notice to the other, in the required manner, of its intention to
terminate the Agreement at the end of the current term. Such Notice must be given in
writing by a certain date that will be specified in instructions issued by HUD in advance of
each succeeding three year term. The County shall inform the unit of local government in
writing of that deadline date for Notice to terminate, at least 30 days in advance of said date.
In the event Notice of intent to terminate is given, the Agreement shall terminate after all
CDBG and HOME funds received by the unit of local government from the County from
appropriations for the three Federal Fiscal Years of that current term, and all Program
Income generated by activities funded from those receipts are expended and all the activities
assisted either with the original receipts or the Program Income are completed.
IN WITNESS WHEREOF, the undersigned parties have executed this AGREEMENT, this
15th day of July , 1999.
FOR
Ely
TITLE
FOR SNOHOMISH COUNTY
BY - I XCIV,
(? 1OAN M. EARL
TITLE Deputy Executive
APPROVED AS TO FORM:
ATTEST:
TITLE e,rY d l-S- e A
ATTEST:
BYCZ'\-t�tY\-L-KX\-�
TITLE Lxec.LLhut Admin . ASz�t
1'9'99()7220506
A65!,-Q010 • i a ?. -2Qol
BASIC TERMS AND CONDITIONS
BETWEEN
SNOHOMISH COUNTY
AND
CITY OF EDMONDS
RECEIVED
MAY 01 2014
EDMONDS CITY CLERK
-$621�#
EC� IVED
APR 29 2014
H0 ii\N SERVICES
I-)E_P4PTIvFNT
TABLE OF CONTENTS
I.
PURPOSE.................................................................................................................... 1
II.
DEFINITIONS.............................................................................................................1
III.
ASSIGNMENT AND DELEGATION............................................................................
3
I%/
• v .
a.:s.r a e—:v ee v.....................................................................I............................
SUBCONTRAOTING
3
V.
DUPLICATION OF EFFORT......................................................................................
5
VI.
RELATIONSHIPS OF PARTIES.................................................................................
5
VII.
DEBARMENT AND SUSPENSION............................................................................
5
VIII.
CONFLICTS -OF INTEREST AND KICKBACKS..........................................................
6
IX.
COVENANT AGAINST CONTINGENT FEES............................................................
7
X.
NONWAIVER OF COUNTY RIGHTS.........................................................................
7
XI.
PERFORMANCE STANDARDS AND LICENSING ....................................................
7
XII.
SERVICES PROVIDED IN ACCORDANCE WITH LAW ............................................
7
XIII.
COMPLIANCE WITH FUNDING SOURCE REQUIREMENTS ...................................
7
XIV.
PROPRIETARY SOFTWARE APPLICATIONS..........................................................
8
XV.
COMPLIANCE WITH SNOHOMISH COUNTY HUMAN RIGHTS ORDINANCE........
8
XVI.
NONDISCRIMINATION AND AFFIRMATIVE ACTION ...............................................
8
XVII.
NONCOMPLIANCE WITH NONDISCRIMINATION PLAN .......................................
10
XVIII.
CLIENT GRIEVANCES.............................................................................................
10
XIX.
CONFIDENTIALITY..................................................................................................10
XX.
BACKGROUND CHECKS........................................................................................
11
XXI.
TREATMENT OF CLIENT ASSETS.........................................................................
12
XXII.
REPORTS................................................................................................................
12
XXIII.
MAINTENANCE OF RECORDS...............................................................................
12
XXIV.
RIGHTS IN DATA.....................................................................................................
12
XXV.
OWNERSHIP OF MATERIAL...................................................................................
13
XXVI.
OWNERSHIP OF REAL PROPERTY, EQUIPMENT AND SUPPLIES .....................
13
XX\/II
R1rHT CIF INRPFrTinN ANn ACCFSS___________________________________________________...____
14
XXVIII-
TREATMENT OF ASSETS.......................................................................................
14
XXIX.
PROCUREMENT STANDARDS...............................................................................
16
XXX.
FISCAL ACCOUNTABILITY STANDARDS..............................................................
17
XXXI.
REIMBURSEMENT PROCEDURES........................................................................
17
XXXII.
BUDGET REVISIONS..............................................................................................
18
Basic Terms and Conditions Agreement
City of Edmonds
HSD-2013-127-224
XXXIII. AUDIT REQUIREMENTS......................................................................................... 18
XXXIV. OVERPAYMENTS AND ASSERTION OF LIEN ....................................................... 20
XXXV.
INSURANCE.............................................................................................................
21
XXXVI.
BONDING.................................................................................................................22
XXXVII.
INDEMNIFICATION..................................................................................................
22
XXXVIII.
DISPUTES................................................................................................................
22
XXXIX.
RESPONSIBILITY....................................................................................................
23
XL.
COUNTY AUTHORITY ..................... ...
23
XLI.
DRUG -FREE WORKPLACE.....................................................................................
23
XLII.
CHANGES AND MODIFICATIONS..........................................................................
23
XLIII.
TERMINATION OR SUSPENSION OF ANY CONTRACT .......................................
24
XLIV.
SEVERABILITY.........................................................................................................
26
XLV.
CONTRACT CLOSE-OUT PROCEDURES..............................................................
26
XLVI.
LOBBYING AND CERTIFICATION...........................................................................
27
XLVII.
VENUE STIPULATION.............................................................................................
27
XLVIII.
NOTICES..................................................................................................................27
XLIX.
SIGNATURE AUTHORIZATION FORMS..................................................................
28
L.
SURVIVABILITY.......................................................................................................28
LI.
ENTIRE AGREEMENT.............................................................................................
28
LII.
ORDER OF PRECEDENCE.....................................................................................
28
LIII.
WAIVER ..... ..... ....................................................................................................
28
LIV.
EFFECTIVE DATE AND EFFECTIVENESS OF THIS AGREEMENT-...... ...............
28
Basic Terms and Conditions Agreement
City of Edmonds
HSD-2013-127-224
BASIC TERMS AND -CONDITIONS
THIS DOCUMENT of Basic Terms and Conditions, hereinafter referred to as the "Agreement,"
is entered into by and between Snohomish County, a political subdivision of the State of
Washington, on behalf of its Human Services Department, hereinafter referred to as "County,"
and City of Edmonds, hereinafter referred to as "Contractor."
PURPOSE
It is the purpose of this document to establish appropriate basic terms and conditions
which may be incorporated by reference into subsequent contracts between the County
and the Contractor for social and health services funded in whole or in part by or
through the County. This document has no independent force or effect.
DEFINITIONS
As used throughout this Agreement and any Contract incorporating this Agreement,
unless specified otherwise, the following terms shall have the meanings set forth below:
A. "Acquisition costs" shall mean that amount expended for property, excluding interest,
plus, in the case of property acquired with a trade-in, the book value (acquisition cost
less the amount depreciated through the date of trade-in) of the property traded in.
Property which was expended when acquired has a book value of zero when traded
in.
B. "Assignment" shall mean the act of transferring the rights and obligations of a party
under this Agreement or any Contract to another not party to this Agreement or any
Contract.
C. "BARS" shall mean the "Budgeting, Accounting, and Reporting System for Counties
and Cities and Other Local Governments," as now or hereafter amended, issued by
the Office of the State Auditor, State of Washington, and the BARS Manual
Supplements issued by state agencies.
D. "CFR" shall mean the Code of Federal Regulations. All references in this
Agreement or any Contract to the CFR shall include any successor, amended, or
replacement regulation.
E. "Client" shall mean an individual who is eligible for or receiving services provided by
the Contractor in connection with any Contract.
F. "Contract" shall mean any agreement between the County and the Contractor that
incorporates this Agreement by reference.
G. "Contractor" shall mean the entity that is a party to this Agreement, and includes the
Contractor's officers, directors, trustees, employees and/or agents unless otherwise
stated in this Agreement. For purposes of this Agreement, neither the Contractor
nor its officers, directors, trustees, employees or agents shall be considered an
employee of the County.
H. "Debarment" shall mean an action taken by a federal official to exclude a person or
business entity from participating in transactions involving certain federal funds.
Basic Terms and Conditions Agreement
City of Edmonds
HSD-2013-127-224
Page 1 of 28
I. "Director" shall mean the Director of the Snohomish County Human Services
Department and/or the delegate authorized in writing to act on the Director's behalf.
J. "Equipment" shall mean tangible, nonexpendable, personal property having a useful
life of more than one year and an acquisition cost of $5,000 or more per unit.
K. "HIPAA" shall mean the Health Insurance Portability and Accountability Act of 1996
(Pub. L. No. 104-191, 79 Stat. 1936), as codified at 42 U.S.C. §§ 1320d-d8, and its
implementing regulations set forth at 45 CFR Parts 160 and 164.
L. "Nonexpendable personal property" shall mean tangible personal property having a
useful life of more than one year and an acquisition cost of $500 or more per unit or
unless stated differently in the Specific Terms of the Contract.
M. "OMB" shall mean the federal Office of Management and Budget.
N. "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.
O. "Personal property" shall mean property of any kind except real property.
P. "RCW" shall mean the Revised Code of Washington. All references to RCW
chapters or sections shall include any successor, amended, or replacement statute.
Pertinent RCW chapters and sections can be accessed at http://sic.leg.wa.gov/.
Q. "Real property" shall mean any interest in land, including land improvements,
structures, and appurtenances thereto, excluding movable machinery and
equipment.
R. "Regulation" shall mean any federal, state, or local regulation, rule, or ordinance.
S. °,Secure Area" shall mean an area to which only authorized representatives of the
entity possessing the Personal Information have access. Secured Areas may
include buildings, rooms, or locked storage containers (such as filing cabinets) within
a room, as long as access to the Personal Information is not available to
unauthorized personnel.
T. "Subcontract" shall mean any separate agreement or contract between the
Contractor and a Subcontractor to perform all or a portion of the duties and
obligations that the Contractor is obligated to perform pursuant to this Agreement or
any Contract.
U. "Subcontractor' shall mean any person, partnership, corporation, association, or
organization, not in the employment of the Contractor, who is performing under
contract with the Contractor all or part of any services under any Contract
incorporating this Agreement. The term "Subcontractor" shall mean a subcontractor
in any tier.
V. "Subrecipient" shall mean a non-federal entity that expends federal awards received
from a pass -through entity to carry out a federal program, but does not include an
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individual who is a beneficiary of such a program. A subrecipient may also be a
recipient of other federal awards directly from a federal awarding agency.
W. "Supplies" shall mean all tangible personal property other than equipment.
X. ,Trusted System" includes only the following methods of physical delivery:
1. Hand -delivery by a person authorized to have access to the Confidential
Information with written acknowledgement of receipt;
2. United States Postal Service (USPS) first class mail, or USPS delivery services
that include Tracking, such as Certified Mail, Express Mail or Registered Mail;
and
3. Commercial delivery services (e.g., Fed Ex, UPS, DHL) which offer tracking and
receipt confirmation.
Y. "Useful life" of property shall mean its useful life as based on the' U.S. Department of
Treasury, Internal Revenue Service, policies and regulations on depreciation for
federal tax purposes, unless the Contractor can document to the written satisfaction
of the County some different period.
Z. "Vendor" shall mean an entity that agrees to provide the amount and kind of services
requested; provides services only for those determined to be eligible; and provides
services on a fee -for -service or per -unit basis with contractual penalties if it fails to
meet program performance standards.
AA. "WAC" shall mean the Washington Administrative Code. All references to WAC
chapters or sections shall include any successor, amended or replacement
regulation. Pertinent WAC chapters or sections can be accessed at
http://sic.leg.wa.gov/.
III. ASSIGNMENT AND DELEGATION
The Contractor shall not subcontract, assign, or delegate any rights or obligations under
this Agreement or any Contract, either in whole or in part, without the prior express
written approval of the County and the written assumption of the Contractor's
obligations by the third party.
A. The Contractor shall not subcontract work or services provided under any Contract
without obtaining the prior express written authorization of the County.
B. Subcontractors are prohibited from subcontracting ror direct ciiehi services wrtnuut
the prior express written approval of the County.
G. The Contractor snail be responsible for the acts and omissions of its Subcontractors.
D. At the County's request, the Contractor will forward to the County copies of
Subcontracts and fiscal, programmatic, and other material pertaining to
Subcontracts.
E. Every Subcontract entered into by the Contractor under any Contract shall be in
writing and incorporate the following clauses of this Agreement, with word changes
where appropriate to properly identify the parties to the Subcontract:
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1. Definitions;
2. Assignment and delegation;
3. Subcontracting;
4. Duplication of effort;
5. Relationship of parties;
6. Debarment and suspension;
7. Conflicts of interest and kickbacks;
8. Performance standards and licensing;
9. Services provided in accordance with law;
10. Compliance with funding source;
11. Compliance with Snohomish County Human Rights Ordinance;
12. Nondiscrimination and affirmative action;
13. Client grievances;
14. Confidentiality;
15. Background checks;
16. Reports;
17. Rights in data;
18. Right of inspection and access;
19. Treatment of assets;
20. Fiscal accountability standards;
21.Audit requirements;
22. Insurance;
23. Bonding; and
24. Indemnification.
F. If the Contractor delegates responsibility for determining service recipient eligibility to
the Subcontractor, the Subcontract shall include:
1. A provision acceptable to the County that specifies how eligibility will be
determined;
2. A provision acceptable to the County that specifies how service applicants and
recipients will be informed of their right to a hearing in the case of:
a. Denial or termination of service; and/or
b. Failure to act upon a request for service with reasonable promptness; and
3. A provision acceptable to the County that states Subcontract termination shall
not be grounds for a fair hearing for the service applicant or recipient under the
terms of this section if:
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a. Similar services are immediately available in the County; or
b. Termination was the result of termination under the clause of this Agreement
captioned "Termination for Lack of Funding."
G. The obligations, which shall be set forth in any Subcontract, include:
1. Performance of the Contractor's obligations under the Subcontract;
2. Subcontracting with entities or persons that maintain appropriate license,
certification or government approvals when required;
3. Responsibility for Subcontractor compliance with the Subcontract terms,
including reporting procedures; and
4. Seeking appropriate administrative, contractual, or legal remedies for
Subcontractor-breach-of-Contract-terms-
V. DUPLICATION OF EFFORT
The Contractor certifies that work to be performed under any Contract will not duplicate
any work to be charged against any other contract, subcontract, or other source.
VI. RELATIONSHIPS OF PARTIES
The Contractor will perform the services under this Agreement and any Contract as an
independent contractor and not as an agent, employee, or servant of the County or any
state or federal agency. The Contractor, its agents and employees are not entitled to
any benefits or rights enjoyed by employees of the County or any state or federal
agency. The Contractor shall direct and control Contractor's own activities in providing
services under this Agreement, any Contract, and any Subcontract approved by the
County. The County shall only have the right to ensure performance. Nothing in this
Agreement or any Contract shall be construed to render the parties partners or joint
ventures.
All Contracts awarding federal resources are subject to the provisions of federal
Executive Order 12549 and federal Executive Order 12689, "Debarment and
Suspension," including any amendments, as follows:
A. Contractors and Subcontractors must not make any award or permit any award
(contract or subcontract) at any tier to any party which is debarred or suspended or
is otherwise excluded from or ineligible for participation in federal assistance
programs under federal Executive Order 12549 and federal Executive Order 12689,
"Debarment and Suspension." Contractors shall consult and require their
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list of "Parties Excluded from Federal Procurement and/or Nonprocurement
Programs" to assure that they do not award federal grant funds to listed parties in
violation of the federal Executive Orders.
B. If a Contractor believes that there are compelling reasons for making an award to a
debarred, suspended, or voluntarily excluded person in a particular case, the
Contractor may apply for a waiver from this requirement, pursuant to federal
Executive Order 12549. Such waivers will be granted only in unusual circumstances
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upon the written determination, by an authorized federal agency official, of the
compelling reasons justifying the participation.
C. The Contractor, by signature to this Agreement and to each Contract into which it
enters, certifies that the Contractor is not now or then presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participating in any Contract by any federal department or agency.
D. The Contractor also agrees to include the following required language in all
Subcontracts into which it enters, resulting directly from the Contractor's duty to
provide services under any Contract:
LOWER TIER COVERED TRANSACTIONS
1. The lower tier subcontractor 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.
2. When the lower tier subcontractor is unable to certify to any of the statements in
the contract, such subcontractor shall attach an explanation to the contract.
E. The Contractor shall notify the County within one (1) business day of any debarment
proceedings brought against it or any of its Subcontractors.
Vill. CONFLICTS OF INTEREST AND KICKBACKS
A. The Contractor's employees, subcontractors, and board or committee members
shall not use, or give the appearance of using, their positions for the personal gain of
themselves or those with whom they have family, business, or other ties.
B. The Contractor's employees, subcontractors, and board or committee members
shall not have or acquire any interest, direct or indirect, which would conflict with the
performance of services under any Contract. The Contractor shall not employ or
subcontract with persons who have conflicts of interest, nor appoint them as
members of its governing board or advisory committee(s).
C. Personnel and governing board or advisory committee policies of the Contractor
shall include written standards of conduct governing conflict of interest and
kickbacks.
D. Gratuities in the form of entertainment, gifts, or otherwise offered by the Contractor
or an agent or representative of the Contractor to any officer or employee of the
County, with a view towards securing any Contract or securing favorable treatment
with respect to the awarding, amending, or the making of any determination, will
render any Contract voidable at the option of the County.
E. The County may, by written notice to the Contractor, suspend or terminate any
Contract in whole or in part if it is found that any of the following laws, or their
successors, have been violated in obtaining this Agreement or any Contract, or in
securing favorable treatment with respect to the awarding, amending, or the making
of any determinations with respect to this Agreement, any Contract or any contracts
or Subcontracts entered by the Contractor or agencies contracting with the
Contractor under authority of this Agreement:
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IX
1/
XI
M.
XIII
1. Misconduct-oUPublic Officers, Chapter 42.-20-RCW;
2. Ethics in Public Service, Chapter 42.52 RCW;
3. Kickbacks from Public Works Employees, 18 U.S.C. § 874.
F. Additionally, the County may, by written notice, suspend or terminate any Contract in
whole or in part with a Contractor that is local governmental entity if it is found that
the Contractor has violated the Code of Ethics for Municipal Officers — Contract
Interests, Chapter 42.23 RCW.
COVENANT AGAINST CONTINGENT FEES
The Contractor warrants that no person or agency has been employed or retained on a
contingent fee for the purpose of seeking or obtaining this Agreement or any Contract.
This does not apply to legitimate employees or an established commercial or selling
agency- maintained -by -the Contractor fo-r the -purpose of -securing -business. In -the event
of breach of this clause by the Contractor, the County may at its discretion:
A. Terminate this Agreement and any Contract under the procedures discussed in
Section XLIII without any liability;
B. Deduct from the Contract price or consideration, or otherwise recover, the full
amount of any such contingent fee; and
C. Seek such other remedies as are legally available.
NONWAIVER OF COUNTY RIGHTS
The County's failure to insist upon the strict performance of any provision of this
Agreement or any Contract, its failure to exercise any right based upon a breach
thereof, or its acceptance of any defective performance shall not constitute a waiver of
any rights under this Agreement or any Contract, unless stated to be such in writing
signed by an authorized representative of the County and attached to the original
Agreement or Contract.
PERFORMANCE STANDARDS AND LICENSING
The Contractor shall comply with all applicable local, state, and federal licensing and
accrediting requirements/standards and any other standards or criteria established by
the County to assure the quality of services necessary for the performance of any
Contract.
SERVICES PROVIDED IN ACCORDANCE WITH LAW
The Contractor and the County shall comply with all applicable laws, rules, ordinances,
codes, and regulations of local, state, and federal governments, as now existing or
hereafter enacted or amended in the performance of any Cvniraci.
COMPLIANCE WITH FUNDING SOURCE REQUIREMENTS
The Contractor shall comply with all conditions, terms and requirements of any funding
source that wholly or partially funds the Contractor's work under any Contract.
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XIV. PROPRIETARY SOFTWARE APPLICATIONS
In the event the Contractor accesses the County's proprietary software applications to
perform any work under any Contract, the Contractor shall read and agree to the terms
and conditions of the software license agreement, and shall not violate the terms and
conditions of the software license agreement including, but not limited to:
A. Restricting the use of the software application to employees or subcontractors;
B. Not "pirating" or reverse engineering the software application; and/or
C. Otherwise using the application in any way that may harm the County or violate the
terms and conditions of the software license agreement.
XV. COMPLIANCE WITH SNOHOMISH COUNTY HUMAN RIGHTS ORDINANCE
It is the policy of the County to reject discrimination which denies equal treatment to any
individual because of his or her race, creed, color, national origin, families with children,
sex, marital status, sexual orientation, age, honorably discharged veteran or military
status, or the presence of any sensory, mental, or physical disability or the use of a
trained dog guide or service animal by a person with a disability as provided in
Washington's Law against Discrimination, Chapter 49.60 RCW, and the Snohomish
County Human Rights Ordinance, Chapter 2.460 SCC. These laws protect against
specific forms of discrimination in employment, credit transactions, public
accommodation, housing, county facilities and services, and county contracts.
The Contractor shall comply with the substantive requirements of Chapter 2.460 SCC,
which are incorporated herein by this reference. Execution of this Agreement
constitutes a certification by the Contractor of the Contractor's compliance with the
requirements of Chapter 2.460 SCC. If the Contractor is found to have violated this
provision, or to have furnished false or misleading information in an investigation or
proceeding conducted pursuant to this Agreement or Chapter 2.460 SCC, this
Agreement may be subject to a declaration of default and termination at the County's
discretion. This provision shall not affect the Contractor's obligations under other
federal, state, or local laws against discrimination.
XVI. NONDISCRIMINATION AND AFFIRMATIVE ACTION
During the performance of any Contract, the Contractor and its Subcontractor(s), if any,
shall comply with federal and state laws against discrimination including, where
applicable, the state funding agency's nondiscrimination plan. Nondiscrimination
requirements include, but are not limited to:
A. Nondiscrimination in Employment:
The Contractor and its Subcontractor(s), if any, shall not discriminate against any
employee or applicant for employment on the basis of race, color, sex, sexual
orientation, religion, national origin, creed, marital status, age, Vietnam era or
other veterans' status, or mental or physical handicap.
2. The Contractor and its Subcontractor(s), if any, shall take affirmative action to
ensure that employees are treated without discrimination on the basis of race,
color, sex, sexual orientation, religion or national origin, creed, marital status,
age, Vietnam era or other veterans' status, or mental or physical handicap. Such
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action shall include, but not be limited to, the following: promotion, demotion,
transfer, termination, recruitment, advertising, training, apprenticeships, and rates
of pay or other forms of compensation and benefits.
3. The Contractor and its Subcontractor(s), if any, shall agree to post in a
conspicuous place available to employees and applicants, employment notices
provided by the County setting forth the provisions of this nondiscrimination
clause.
4. All solicitations, advertisements, or announcements for employees, volunteers,
and board or advisory committee members will include reference to the
Contractor's policy of nondiscrimination and affirmative action. Classified
advertisements shall include the initials "EEOC/AA". All other solicitations,
advertisements, or announcements shall include the following statement:
All qualified applicants will receive consideration without regard to race,
color, sex, sexual orientation, religion or national origin, creed, marital status,
age, Vietnam era or other veterans' status, or mental or physical handicap.
5. All Subcontracts awarded in excess of $10,000 by the Contractor or any
Subcontractor shall contain a provision requiring compliance with federal
Executive Order 11246 entitled "Equal Employment Opportunity," as amended by
federal Executive Order 11375, and supplemented by 41 CFR Chapter 60.
6. Contractors with fifty (50) or more employees and government contracts of
$50,000 or more in federal funds are required by Executive Order 11246 to
develop and implement a written affirmative action program.
B. Nondiscrimination in Client Services:
1. The Contractor and its Subcontractor(s), if any, shall not on the grounds of race,
color, sex, sexual orientation, religion, creed, national origin, marital status, age,
Vietnam era or other veterans' status, or mental or physical handicap:
a. Deny, restrict, limit, or treat differently qualified individuals for the purposes of
the participation in and the delivery of services and/or benefits made available
to others; or
b. Employ criteria or methods of selection of recipients, individually or as a
class, or administering services and/or benefits that have the effect of
subjecting qualified individuals to discrimination or unequal treatment.
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Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-112, 87 Stat. 355) (the
"Rehabilitation Act"), and the Americans with Disabilities Act of 1990 (Pub. L.
101-336, 104 Stat. 327, codified at 42 U.S.C. § 12101 et seq.) (the "ADA"), and
any amendments, prohibiting discrimination against handicapped persons.
3. If subcontracting has been authorized by the County, the terms required in this
Agreement and any additional appropriate safeguards against discrimination
shall be included in the Subcontract and shall be binding upon the Subcontractor
in order to prohibit discrimination or unequal treatment. The Contractor shall
ensure full compliance with the provisions of this clause.
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XVII. NONCOMPLIANCE WITH NONDISCRIMINATION PLAN
In the event of the Contractor's noncompliance or refusal to comply with the
nondiscrimination provisions in this Agreement, the County may rescind, cancel,
suspend, or terminate any Contract, as described in Section XLIII of this Agreement, in
whole or in part, and declare the Contractor ineligible for further Contracts with the
County. The County may, however, give the Contractor a reasonable time to cure the
noncompliance, at the County's discretion.
XLIII. CLIENT GRIEVANCES
A. The Contractor shall establish procedures through which applicants for and
recipients of services under any Contract may present grievances concerning the
activities of the Contractor or any Subcontractor(s) related to service delivery. The
procedures shall be written and submitted to the County for approval. The
Contractor shall record and maintain in writing all grievances and actions taken to
resolve them.
B. The grievance procedures shall provide applicants and recipients with a review of
the Contractor's decision before representatives of the Contractor. Applicants for,
and recipients of, services described in the Statement of Work in any Contract shall
be informed of these grievance procedures and their right to seek reconsideration
from the Contractor or the Division Manager for the Snohomish County Human
Services Department in the case of denial or termination of services and/or failure to
act upon a request for services with reasonable promptness.
C. If an applicant or recipient is dissatisfied with a response to a complaint by the
Contractor or Division Manager for the Snohomish County Human Services
Department, the applicant or recipient may request a review by the Director of the
Snohomish County Human Services Department.
XIX. CONFIDENTIALITY
A. The parties may use Personal Information and other information gained by reason of
any Contract only for the purpose of the Contract. The County and Contractor shall
not disclose, transfer, or sell any such information to any other party, except as
provided by law or, in the case of Personal Information, with the prior written consent
of the person or personal representative of the person to whom the Personal
Information pertains.
B. The Contractor shall protect and maintain all Confidential Information gained by
reason of any Contract against unauthorized use, access, disclosure, modification or
loss. This duty requires the Contractor to employ reasonable security measures,
which include restricting access to the Confidential Information by:
1. Allowing access only to staff that have an authorized business requirement to
view the Confidential Information;
2. Physically securing any computers, documents, or other media containing the
Confidential Information;
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3. Ensuring the -security -of Confidential Information transmitted via fax (facsimile) -by
verifying the recipient phone number to prevent accidental transmittal of
Confidential Information to unauthorized persons;
4. When transporting records containing Confidential Information outside of a
Secure Area, do one or more of the following as appropriate:
a. Use a Trusted System; and
h, Fnrnint tha (onfirlantial Information inr-hirlinn•
1) Email and/or email attachments; and
2) Confidential Information when it is stored on portable devices or media,
including, but not limited to laptop computers and flash memory devices;
and
5. Sending paper documents containing Confidential Information via a Trusted
System.
C. To the extent allowed by law, at the end of any Contract term, or when no longer
needed, the parties shall return Confidential Information or certify in writing the
destruction of Confidential Information upon written request by the other party.
D. Paper documents with Confidential Information may be recycled through a
contracted firm, provided the contract with the recycler specifies that the
confidentiality of information will be protected, and the Confidential Information
destroyed through the recycling process. Paper documents containing Confidential
Information require special handling (e.g., protected health information) must be
destroyed through shredding, pulping or incinerations.
E. The compromise or potential compromise of Confidential Information must be
reported to the County contact designated on any Contract within five (5) business
days of discovery for breaches of less than 500 persons' protected data, and three
(3) business days of discovery for breaches of 500 or more persons' protected data.
The parties must also take actions to mitigate the risk of loss and comply with any
notification or other requirements imposed by law.
F. The Contractor may be required to provide additional safeguards and
acknowledgment of recipient rights under HIPAA, in accordance with the
Contractor's independent HIPAA obligations or those required by any Contract.
XX. BACKGROUND CHECKS
A. Any Contractor which has a Contract to provide services, housing, or otherwise care
for vulnerable adults, developmentally disabled persons, juveniles, or children, or
provide child day care, early learning, or early childhood education services shall
ensure all staff and volunteers have a background check on file as per RCW
43.43.830-43.43.845.
B. A background check must be completed at the time of employment or
commencement of volunteer duties.
C. If circumstances arise that cause a provider to question the need for another
background check, they are encouraged to implement another check. All persons
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XXI
convicted of crimes listed in RCW 43.43.830 and RCW 43.43.842 are prohibited
from having access to program participants.
TREATMENT OF CLIENT ASSETS
Unless otherwise provided in any Contract, the Contractor shall ensure that any adult
client receiving services from the Contractor under any Contract has unrestricted
access to the client's personal property. The Contractor shall not interfere with any
adult client's ownership, possession, or use of the client's property. The Contractor
shall provide clients under age eighteen (18) with reasonable access to their personal
property that is appropriate to the client's age, development, and needs. Upon
termination or expiration of any Contract, the Contractor shall immediately release to the
client and/or the client's guardian or custodian all of the client's personal property. This
section does not prohibit the Contractor from implementing such lawful and reasonable
policies, procedures and practices as the Contractor deems necessary for safe,
appropriate, and effective service delivery (for example, appropriately restricting clients'
access to, or possession or use of, lawful or unlawful weapons and drugs).
XXII. REPORTS
XXIII
1 "No
The Contractor shall timely provide to the County and to any state or federal funding
agency such financial, program, and other reports, in such formats as required by this
Agreement or any Contract.
MAINTENANCE OF RECORDS
A. The Contractor shall retain for a period of six (6) years from the termination of any
Contract unless required otherwise by law:
All financial, statistical, participant, and other records (including medical and
treatment records) and supporting documentation;
2. All records for nonexpendable personal property;
3. All records to document performance of all acts required by law, regulation, this
Agreement or that Contract;
4. All records to demonstrate accounting procedures and practices that sufficiently
and properly document the Contractor's invoices to the County under that
Contract; and
5. All records sufficient to substantiate the Contractor's statement of its
organization's structure, tax status, capabilities, and performance.
B. If any litigation or audit is initiated, or if a claim is instituted involving this Agreement
or any Contract, or a Subcontract entered pursuant to any Contract, the Contractor
shall retain all related records until the litigation, audit, or claim has been finally
resolved.
RIGHTS IN DATA
All documents, program materials, books, manuals, films, reports, fiscal, and other data
developed by the Contractor under any Contract shall be for the common use of the
Contractor, the County, and the entity providing the funds for any Contract, subject to
the limitations herein or by further agreement of the parties, including the following:
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A. The Contractor shall not seek patent rights, or produce inventions, original- books;
manuals, films, or other patentable or copyrighted materials created or developed
with funds provided by any Contract without the approval of the County. As to the
latter, the Contractor acknowledges the County's rights to ownership and protection
of the public interest in such intellectual property and to negotiate agreements for
reasonable royalty fees, administration, and protection of existing and future rights.
The Contractor shall not affix any restrictive markings upon any data produced with
funds from any Contract, and if such markings are affixed, the County shall have the
right to modify, remove, or ignore such markings.
B. The County may duplicate, use, and disclose in any manner and for any purposes
whatsoever, and have others so do, all data delivered under a Contract. If a
Contract results in any copyrightable material or inventions, the County and the
entity -providing- the funds for that t Contract_ reserve the right to a royalty -free, non-
exclusive and irrevocable license to reproduce, publish or otherwise use and to
authorize others to use, the work or materials covered by copyright for governmental
purposes, PROVIDED, that with respect to data not originated in the performance of
the Contract, such license shall be only to the extent that the Contractor has the right
to grant such license without becoming liable to pay compensation to others
because of such grant. The Contractor shall exert all reasonable effort to advise the
County, at the time of delivery of data furnished under a Contract, of all invasions of
right or privacy contained therein and of all portions of such data copied from work
not composed or produced in the performance of the Contract and not licensed
under this clause. The Contractor shall report to the County promptly and in written
detail each notice or claim of copyright infringement received by the Contractor with
respect to all data delivered under a Contract.
C. All books, informational pamphlets, press releases, research reports, articles, and
similar public notices prepared and released by the Contractor for the services
provided by any Contract shall include the statement, "This project receives funding
from the Snohomish County Department of Human Services." In addition, all such
notices will contain a statement acceptable to the County that the aforementioned
project complies with Title VI of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e et
seq., the ADA, and the Rehabilitation Act.
XXV. OWNERSHIP OF MATERIAL
Material created by the Contractor and paid for by the County as a part of this
Agreement or any Contract shall be owned by the County and shall be "work made for
hire" as defined by 17 U.S.C. § 101. This material includes, but is not limited to: books;
computer programs; documents; films; pamphlets; reports; sound reproductions;
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perform this Agreement or any Contract but is not created for or paid for by the County
is owned by the Contractor and is not "work made for hire"; however, the County shall
have a perpetual license to use this material for the County's internal purposes at no
charge to the County, provided that such license shall be limited to the extent which the
Contractor has a right to grant such a license.
XXVI. OWNERSHIP OF REAL PROPERTY, EQUIPMENT AND SUPPLIES
A. Purchased by the Contractor:
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XXV I I
.1.:NT/ 111
1. Title to all property, equipment and supplies purchased by the Contractor with
funds from any Contract shall vest in the Contractor. When real property, or
equipment with a per unit fair market value over $5,000, is no longer needed for
the purpose of carrying out any Contract, or any Contract is terminated or expired
and will n-ot be renewed, the Contractor shall request disposition instructions from
the County. If the per unit fair market value of equipment is under $5,000, the
Contractor may retain, sell, or dispose of it with no further obligation.
2. When supplies with a total aggregate fair market value over $5,000 are no longer
needed for the purpose of carrying out any Contract, or any Contract is
terminated or expired and will not be renewed, the Contractor shall request
disposition instructions from the County. If the total aggregate fair market value
of supplies is under $5,000, the Contractor may retain, sell, or dispose of them
with no further obligation.
3. Disposition and maintenance of property shall be in accordance with 45 CFR
Parts 74 and 92.
B. Purchased by the County:
Title to property, equipment or supplies purchased by the County and provided to
the Contractor to carry out the activities of any Contract shall remain with the
County. When real property, equipment or supplies are no longer needed for the
purpose of carrying out any Contract, or any Contract is terminated or expired and
will not be renewed, the Contractor shall request disposition instructions from the
County.
RIGHT OF INSPECTION AND ACCESS
The Contractor shall provide access to its records, facilities, and personnel at all
reasonable times in order to monitor and/or evaluate performance, compliance, and
quality assurance under this Agreement or any Contract. Access and assistance shall
be given to the County, any state, federal, or other funding agency, the State Auditor,
and to any other person authorized by law.
TREATMENT OF ASSETS
A. To secure the financial interest of the County in items purchased or developed with
funds awarded through cost reimbursement under this Agreement or any Contract,
the parties agree that:
1. Title shall remain in the County; and
2. Title to such nonexpendable personal property, which is purchased, developed,
or acquired by the Contractor and which is claimed as an acquisition cost, shall
pass to and vest in the County upon delivery of such property by the Contractor
and shall not be rented, loaned, or transferred without the prior express written
approval of the County.
B. Unless provided otherwise by agreement of the parties, if the Contractor elects to
capitalize and depreciate such nonexpendable personal property in lieu of claiming
the acquisition cost, title to such property shall remain with the Contractor. An
election to capitalize and depreciate or claim acquisition cost as a direct cost shall
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be_irr_evocable_and must -be -made at the -time -the asset is -purchased, developed, or
acquired.
C. Such nonexpendable personal property shall only be used by the Contractor or its
Subcontractors in the performance of this Agreement or any Contract, unless
otherwise provided herein or approved by the County.
D. As a condition precedent to reimbursement for the purchase or acquisition of
nonexpendable personal property, the Contractor agrees to execute security
instruments and other documents that are necessary for the County, state, federal,
or other funding agency to protect its interest in such property in accordance with
Article 9A of the Uniform Commercial Code, as codified in Title 62A RCW, including,
but not limited to, completion of UCC-1, UCC-2, and UCC-3 forms. The Contractor
also agrees to name the County (or funding agency) as lien holder(s) on certificates
of title_ for all motor vehicles_ in accordance with_ Title_ 46 RC_W_ _, unless otherwise
approved by the County.
E. The Contractor shall submit completed certificates of title and applicable UCC forms
for equipment and fixtures to the County with the claim for reimbursement on which
they are claimed. The security interest shall be retained beyond the term of any
Contract for the serviceable life of the property, beginning on the date of purchase,
to ensure its continued use for the purpose intended.
F. The Contractor shall maintain records, perform inventories, and maintain control
systems to prevent loss, damage, or theft of County property. The Contractor shall
be responsible for:
1. Performing an annual physical inventory of all nonexpendable personal property
of the County in its possession or control and requiring such inventories of any
Subcontractor that is in possession of such property provided under a
Subcontract to any Contract, at the end of the Contractor's fiscal year during any
Contract;
2. Loss, damage and expenses, which result from negligence, willful misconduct, or
lack of good faith on the part of the Contractor or Subcontractor(s) or failure on
the part of the Contractor or Subcontractor(s) to maintain and administer the
property in accordance with sound management practices;
3. Ensuring that the property will be returned to the County in like condition as
furnished to or acquired by the Contractor, reasonable wear and tear excepted;
and
4. Notifying the County of loss, destruction, or damage to any County property and
taking all reasonable steps to protect that property from further damage.
G. The Contractor and any Subcontractor shall surrender to the County all property of
the County within thirty (30) calendar days after rescission, termination, cancellation,
or expiration of this Agreement, or any Contract, unless otherwise mutually agreed
between the Contractor or Subcontractor and the County.
H. County approval is required prior to all purchases of non -expendable personal
property with a useful life of more than one year and an acquisition cost of $500 or
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more per unit unless stated differently in the specific terms of the Contract and of all
purchases or rentals of data processing equipment, regardless of cost.
XXIX. PROCUREMENT STANDARDS
Contractors under a cost reimbursement Contract must establish policies and
procedures for all purchases of nonexpendable property with an acquisition cost in
excess of $500 per unit unless stated differently in the specific terms of the Contract.
The procurement system should include, but is not limited to, the following:
A. A code or standard of conduct that shall govern the performance of its officers,
employees, and/or agents engaged in the awarding of contracts using awarded
funding.
B. Provisions that ensure all procurement transactions shall be conducted in a manner
to provide, to the maximum extent practical, open and free competition.
C. Procedural requirements are as follows:
1. A procedure to assure the avoidance of purchasing unnecessary or duplicative
items;
2. Solicitations based upon a clear and accurate description of the technical
requirements of the procured items;
3. Positive efforts to utilize small and minority owned businesses;
4. A procuring instrument appropriate for the particular procurement and for
promoting the best interest of the program involved;
5. Contracts made only with reasonable vendors who possess the potential ability
to perform successfully under the terms and conditions of the proposed
procurement;
6. Some form of price or cost analysis performed in connection with every
procurement action; and
7. A system for Contract administration to ensure vendor conformance with terms,
conditions, and specifications of the Contract and to ensure adequate and timely
follow-up of all purchases.
D. Procurement records and files for purchases shall include:
1. Evidence of vendor selection or rejection;
2. The basis for the cost or price; and
3. Justification for lack of competitive bids if not obtained.
E. Contractors and Subcontractors under this Agreement, or any Contract, must obtain
prior approval from the County to enter into sole source contracts or contracts where
only one bid or proposal is received when the acquisition cost exceeds $5,000.
Requests for prior approval must include a copy of the proposed contract(s) and any
related procurement documents and justifications for noncompetitive procurement, if
applicable.
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XXX. FISCAL ACCOUNTABILI-T-Y-S-T-ANDARDS-
XXXI
A. During the Contract period, the Contractor agrees to maintain financial systems
which will assure the following for this Agreement and any Contract:
1. Accurate, current, and complete disclosure of all direct and indirect costs;
2. Records that identify all sources and application of funds;
3. Control and accountability for all funds, property, and other assets;
4. Procedures that ensure comparison of actual costs with approved budgets;
5. Procedures to assure timely disbursement of funds received by the Contractor
from the County;
6. Procedures to assure all costs are allowable, reasonable, and are properly
allocated-toL-ach-funding-source; ---
7. Source documentation that supports all accounting records; and
8. Procedures for timely and appropriate resolution of audit findings and
recommendations.
B. All fiscal books, records, documents, reports, and other data relating to this
Agreement and any Contract shall be maintained and reported in a manner
consistent with BARS.
C. The Contractor agrees that any County, state, federal, or other funding agency; any
local, state, or federal regulatory body; and the Office of State Auditor shall have full
access to and right to examine any fiscal books, records, documents, and other
materials relevant to this Agreement and any Contract at all reasonable times.
REIMBURSEMENT PROCEDURES
A. No payment shall be made for any goods, materials, or services purchased unless
the goods, materials, or services are expressly detailed within the approved Budget
and Statement of Work set forth under any Contract.
B. The Contractor will submit monthly written claims for reimbursement for services
rendered under any Contract by the 10th calendar day of the month following the
month services were provided. Written claims for reimbursement received after the
10th calendar day of the month may not be processed until the following month. The
County will process claims after all supporting documentation is provided in correct
and proper form.
C. If written claims for reimbursement are not submitted within ninety (90) calendar
dllf_il5
days of the ciose of the month of service provisiun' ll_UIUSe cl111day IIUI_1 1_uC_
processed or paid.
D. The County reserves the right to withhold payment for services required to be
performed under any Contract until required reports and/or other documents have
been received.
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E. The Contractor shall not bill the County, and the County shall not pay the Contractor,
if the Contractor has charged or will charge the County or any other party under any
other contract or agreement for the same services.
XXXII. BUDGET REVISIONS
The Contractor may request budget revisions which shall be in writing in a format
prescribed by the County.
A. Line item shifts less than 10% of the total Contract budget do not require prior
County approval.
B. The following revisions require prior written approval by the County:
1. Line item shifts greater than ten percent (10%) of the total Contract budget; and
2. Line items shifts that occur during the Contract period that are cumulatively
greater than ten percent (10%) of the total Contract budget.
C. Budget revisions that increase Administration categories are not allowable.
D. Proposed changes to the Contact budget that increase or decrease the total
Contract amount or change the Statement of Work shall necessitate a written
amendment to the Contract.
XXXIII. AUDIT REQUIREMENTS
A. Contractors are to procure audit services based on the following guidelines:
1. The Contractor shall maintain its records and accounts so as to facilitate the
County's audit requirement and shall ensure that Subcontractors also maintain
auditable records.
2. The Contractor is responsible for any audit exceptions incurred by its own
organization or that of its Subcontractors.
3. The County reserves the right to recover from the Contractor all disallowed costs
resulting from the audit.
4. As applicable, the Contractor required to have an audit must ensure the audits
are performed in accordance with Generally Accepted Auditing Standards
(GAAS), Government Auditing Standards (the Revised Yellow Book) developed
by the Comptroller General, and the OMB Compliance Supplement for Single
Audits of Educational Institutions and Other Nonprofit Organizations.
5. Responses to any unresolved management findings and disallowed or
questioned costs shall be included with the audit report. The Contractor must
respond to County requests for information or corrective action concerning audit
issues within thirty (30) calendar days of the date of request.
B. A-133 Audits
1. If the Contractor is a subrecipient of federal awards as defined by OMB Circular
A-133, the Contractor shall maintain records that identify all federal funds
received and expended by Catalog of Federal Domestic Assistance (CFDA) title
and number, award number and year, name of the federal agency, and name of
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the pass -through entity. _ The _Contractor shall _make its records__ available for
review or audit by officials of the federal awarding agency, the General
Accounting Office, and the County. The Contractor shall incorporate OMB
Circular A-133 audit requirements into all Contracts between the Contractor and
its Subcontractors that are subrecipients. The Contractor shall comply with any
future amendments to OMB Circular A-133 and any successor or replacement
circular or regulation.
2. The Contractor shall maintain internal controls that provide reasonable
assurance that the Contractor 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.
3. The Contractor shall comply with the Omnibus Crime Control and Safe Streets
Act of 1968 (Pub. _L. 90-351, 84 Stat. 1.97_)_; Title VI of the Civil -Rights Act of 1964
(Pub. L. 86-449, 47 Stat. 634); the Rehabilitation Act of 1973; Title II of the ADA;
Title IX of the Education Amendments of 1972 (Pub. L. 92-318, 86 Stat. 235); the
Age Discrimination Act of 1975 (Pub. L. 94-135, 89 Stat. 728, codified at 42
U.S.C. § 6101 et seq.); and The Department of Justice Non -Discrimination
Regulations, 28 CFR Part 42, Subparts C, D, E, and G, and 28 CFR Parts 35
and 39. (See www.omp.usdoiaov/ocr for additional information and access to the
aforementioned federal laws and regulations.)
4. If the subrecipient Contractor expends $500,000 or more in federal awards from
any and/or all sources in any fiscal year, the Contractor shall procure and pay for
a single or program -specific audit for that year. This requirement also applies
when a subrecipient Contractor has received a federal loan with continuing
compliance requirements, regardless of when the loan originally occurred. Upon
completion of each audit, the Contractor shall submit to the County contact
person shown below the data collection form and reporting package specified in
OMB Circular A-133, reports required by the program -specific audit guide, if
applicable, and a copy of any management letters issued by the auditor. This
documentation shall be submitted on the earlier of thirty (30) calendar days after
receipt of the auditor's report(s) or nine (9) months after the end of the audit
period unless a longer period is agreed to in writing and in advance by the
cognizant or oversight agency for audit.
Responses to the above shall be sent to:
Administrative Services Division Manager
Human Services Department
3000 Rockefeller Avenue, M/S 305
r.._ _aa Inin nenn4
GVCIGU, VVP1 VUGV 1
Or emailed to: HSD.Fiscal@snoco.org
5. The Contractor shall follow up on and develop corrective action for all audit
findings, in accordance with OMB Circular A-133, "Audits of States, Local
Governments, and Non -Profit Organizations," and prepare a "Summary Schedule
of Prior Audit Findings."
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6. If the Contractor is a state or local government entity, the audit shall be
conducted by the Office of the State Auditor, or designee of the State Auditor.
Audits of non-profit organizations are to be conducted by a certified public
accountant selected by the Contractor in accordance with OMB Circular A-110,
"Uniform Administrative Requirements for Grants and Agreements with
Institutions of Higher Education, Hospitals, and Other Non-profit Organizations."
C. Other Audits
1. Contractors that receive less than $500,000 in federal awards, Contractors that
are private for -profit agencies, Contractors that are solely state funded and/or
Contractors that are identified as vendors currently do not fall under the
requirements of the Single Audit Act and shall have a financial audit performed
by a licensed CPA, as defined by Government Auditing Standards (The Revised
Yellow Book) and according to Generally Accepted Auditing Standards (GAAS).
2. The financial audit requirement may be waived for small agencies, at the
County's sole discretion. For small entities, a review engagement by a licensed
CPA will be required when the County has waived the financial audit provision.
The County reserves the right to require an audit described in C.1 above, should
the results of the review engagement be unfavorable.
3. The Contractor must send a copy of the audit report/review engagement no later
than nine (9) months after the end of the Contractor's fiscal year(s) to:
Administrative Services Division Manager
Snohomish County Human Services Department
3000 Rockefeller Avenue, M/S 305
Everett, WA 98201
Or emailed to: HSD.Fiscal@snoco.org
XXXIV. OVERPAYMENTS AND ASSERTION OF LIEN
In the event that the County establishes that overpayments or erroneous payments
have been made to the Contractor under any Contract, the County may secure
repayment, plus interest, if any, through the filing of a lien against the Contractor's real
property, or by requiring the posting of a bond, assignment of deposit, or some other
form of security acceptable to the County, or by doing both.
XXXV. INSURANCE
Prior to commencement of any Contract, the Contractor shall procure and maintain for
the duration of the Contract, insurance against claims for injuries to persons or damage
to property that may arise from or in connection with the performance of the Contract by
the Contractor, its agents, representatives, employees, contractors or Subcontractors.
Review of the Contractor insurance by the County shall not relieve or decrease the
liability of the Contractor.
A. Minimum Insurance Requirements
1. Commercial General Liability Insurance with limits not less than; $1,000,000
each occurrence and $2,000,000 aggregate written on Insurance Services Office
(ISO) occurrence form CG 00 01, or its equivalent and shall cover liability arising
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from premises operations, completed operations, personal injury and advertising
injury. The policy shall not be modified to exclude liability arising from exploding,
collapse or underground property damage. Claims made policies are not
acceptable.
2. If the Contract includes any activities requiring the use of a vehicle, the
Contractor shall also obtain and maintain Automobile Liability insurance with
limits not less than $1,000,000 written on Insurance Services Office (ISO) form
CA 00 1 or its equivalent and shall cover liability for A11 1 °.:;TO. If necessary,
the policy shall be endorsed to provide contractual liability coverage.
3. If the Contractor is providing a professional service, Professional Liability
coverage is required:
a. Minimum limit of coverage shall be $1,000,000 per claim.
b. For coverage provided on a "claims made" form, the policy shall be effective
prior to or coincident with the date of the Contract. The coverage shall be
maintained for the duration of the Contract and for a minimum of three (3)
years following termination of the Contract. The Contractor shall annually
provide the County with proof of renewal.
4. Workers Compensation coverage will be maintained as required by the Industrial
Insurance laws of the State of Washington and, if applicable, the Federal
Longshoremen's and Harbor Workers' Act.
B. Insurance Certificates
1. Prior to the commencement of any Contract, the Contractor shall furnish to the
County a certificate of insurance with required additional insured endorsements.
2. If the Contractor is a public entity and is insured through a State of Washington
approved and recognized cooperative or pool, the County will accept a letter of
coverage in lieu of a certificate of insurance.
3. All insurance certificates shall name Snohomish County, its officers, elected
officials, agents and employees as additional insured.
XXXVI. BONDING
The Contractor shall provide and maintain any bond obligations specified in this
Agreement or any Contract during the full term of the Contract.
XXXVII. INDEMNIFICATION
A. The Contractor shall hold harmless, indemnify and defend Snohomish County, its
officers, elected officials, aaents. employees, and any state, federal, or other funding
agency from and against any and all claims, suits, actions, liability, loss, expenses,
damages, and judgments of any nature whatsoever, including costs and attorney's
fees in defense thereof, for damage to any property or business and/or any death,
injury, sickness or disability to any person, including without limitation any employee
of the Contractor or its Subcontractors, caused by or arising out of or suffered,
directly or indirectly, in connection with the performance of this Agreement or any
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Contract or any act, error, or omission of the Contractor, Contractor's employees,
agents, or Subcontractors, whether by negligence or otherwise.
B. The Contractor shall assume the risk, liability, and pay all damage, loss, cost, and
expense of any party, including its employees, arising out of the performance of this
Agreement and any Contract, except that caused by negligence and/or willful
misconduct solely of Snohomish County and/or its employees acting within the
scope of their employment.
C. With respect to the Contractor's obligations to hold harmless, indemnify and defend
provided for herein, but only as such obligations relate to claims, actions or suits
filed against the County, the Contractor further agrees to waive its immunity under
the Industrial Insurance Act, Title 51 RCW, for any injury or death suffered by the
Contractor's employee(s) caused by or arising out of the Contractor's acts, errors or
omissions in the performance of this Agreement and any Contract. This waiver is
mutually negotiated by the parties.
D. The Contractor's obligations hereunder shall include, but are not limited to,
investigating, adjusting, and defending all claims alleging loss from action, error,
omission or breach of any common law, statutory or other delegated duty by the
Contractor, Contractor's employees, agents, or Subcontractors.
XXXVIII. DISPUTES
A. Except as otherwise provided in this Agreement or any Contract, any dispute
concerning a question of fact arising under this Agreement or any Contract, which is
not disposed of by consensus, shall be decided by the County through the Director
of Human Services upon submission of the dispute for resolution in writing by either
party. The Director shall submit his/her decision in writing and mail or otherwise
furnish a copy thereof to the Contractor. Participation in this dispute process shall
precede any judicial or quasi-judicial action and shall be the final administrative
remedy available to the parties.
B. The decision of the County shall be final, but shall not preclude judicial review.
Pending resolution of the dispute, the Contractor shall proceed diligently with the
performance of any Contract.
C. A party's written request for dispute resolution must be mailed to the Human
Services Department, 3000 Rockefeller Avenue, M/S 305, Everett, WA 98201 within
thirty (30) calendar days after the party could reasonably be expected to have
knowledge of the issue which it now disputes and must state:
1. The disputed issues;
2. The relative positions of the parties; and
3. The Contractor's name, address, and its County contract number.
Each party to this Agreement shall be responsible for the negligence of its officers,
employees, agents, and Subcontractors in the performance of this Agreement and any
Contract. Except to the extent that it meets its obligations to perform this Agreement or
any Contract through a Subcontractor, no party to this Agreement shall be responsible
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for the -acts -and/or -omissions of entities or individuals not a--party--to -this Agreement -or
any Contract. The County and the Contractor shall cooperate in the defense of tort
lawsuits, when possible. Both parties agree and understand that this provision may not
be feasible in all circumstances. The County and the Contractor agree to notify the
attorneys of record in any tort lawsuit where both are parties if either County or the
Contractor enters into settlement negotiations. It is understood that the notice shall
occur prior to any negotiations, or as soon as possible, and the notice may be either
written, or oral.
XL. COUNTY AUTHORITY
The County Executive or his/her designee shall have the express, implied, or apparent
authority to alter, amend, modify, or waive any clause or condition of this Agreement
and any Contract on behalf of the County, provided it is in writing and signed by the
County -Executive -or-his/her designee--and-consistent-with-the-requirements-for-changes
and modifications under this Agreement and any Contract.
XLI. DRUG -FREE WORKPLACE
The Contractor shall maintain a workplace free from alcohol and drug abuse as required
by the Drug -Free Workplace Act of 1998, Pub. L. No. 105-277, 112 Stat. 2681, as
amended.
XLII. CHANGES AND MODIFICATIONS
A. Either party may request changes, amendments, or additions to any portion of this
Agreement or any Contract. Except as provided in Section XLII-B below, no such
changes, amendments, or additions to any portion of this Agreement or any Contract
shall be valid or binding upon either party unless it is in writing and executed by both
parties. Only personnel authorized to bind each of the parties shall sign an,
amendment. All amendments shall be attached to, and made part of, the amended
Agreement or Contract.
B. This Agreement and any Contract may be unilaterally amended by the County
Executive or his/her designee to:
1. Reflect changes in state or federal laws, rules, policies, or regulations governing
their content; or
2. Extend the end date of any Contract without making any changes to the budget.
XLIII. TERMINATION OR SUSPENSION OF ANY CONTRACT
A. Termination for Convenience:
1. The County or Contractor may terminate any Contract, in whole or in part, upon
thirty (30) calendar days' advance written notice to the other party.
2. In the event of termination under this clause, the County shall be liable only for
payment in accordance with the terms of the Contract for services rendered prior
to the effective date of termination. The County may pay an amount mutually
agreed by the parties for partially completed work and services, if work products
are useful to or usable by the County.
B. Termination for Lack of Funding:
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The County may terminate any Contract, in whole or in part, upon five (5)
business days' written notice in the event expected or actual funding from a
state, federal, or other source is withdrawn, reduced, or limited in any way prior
to Contract expiration. The termination shall be effective on the date specified in
the notice of termination.
2. In the event of termination under this clause, the County shall be liable only for
payment in accordance with the terms of the Contract for services rendered prior
to the effective date of termination. The County may pay an amount mutually
agreed by the parties for partially completed work and services, if work products
are useful to or usable by the County.
C. Suspension or Termination for Lack of Performance:
In the event the County determines the Contractor has failed to meet or maintain
any requirement for contracting with the County, to comply with the terms or
conditions of this Agreement or any Contract in a timely manner, or has
otherwise breached any provision or condition of this Agreement or any Contract,
the County has the right to suspend or terminate any Contract upon a 24-hour
prior written notice.
2. The County may suspend all or any part of any Contract, and withhold further
payments or prohibit the Contractor from incurring additional obligations
thereunder, during investigation of suspected noncompliance. The County may
also take these actions pending corrective action by the Contractor or pending a
decision by the County to terminate any Contract.
3. Before the County may terminate any Contract for lack of performance, the
County shall provide the Contractor with written notice of the Contractor's
noncompliance and provide the Contractor a reasonable opportunity to correct
the Contractor's noncompliance. If the Contractor does not correct the
Contractor's noncompliance within the period of time specified in the written
notice of noncompliance, the County may then terminate the Contract. The
County may terminate the Contract for lack of performance without such written
notice and without opportunity for correction if the County has a reasonable basis
to believe that a client's health or safety is in jeopardy.
4. The rights and remedies of the County provided in this Agreement are not
exclusive and are in addition to any other rights and remedies provided by law.
D. Suspension or Termination for Fraud, Abuse, Violation of Law
The County reserves the right to suspend or terminate all or part of any Contract, to
withhold further payments, or to prohibit the Contractor from incurring additional
obligations of funds, if the County has reason to believe that fraud, abuse, or
violation of law has occurred on the part of the Contractor in the performance of any
Contract.
E. Suspension or Termination Procedures
1. Suspension or Termination by County
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Upon receipt -of -the -notice of suspension or termination of any Contract, unless -
otherwise directed by the County in writing, the Contractor shall:
a. Stop work under the Contract on the date, and to the extent, specified in the
notice;
b. Place no further orders or subcontracts for materials, services, or facilities
under that portion of the Contract that has been suspended or terminated;
c. Complete performance of that part of the Contract, if any, which has not been
suspended or terminated;
d. Take such action as may be necessary for the protection and preservation of
the property related to the Contract which is in the possession of the
Contractor and in which the County has or may acquire an interest; and
e. Transfer title to the County of any property that was purchased with funds
awarded under any Contract or any prior contract involving the same funding
source and program purpose.
2. Termination by Contractor
a. The Contractor may terminate any Contract for default, in whole or in part, by
written notice to the County, if the Contractor has a reasonable basis to
believe that the County has:
(i) Failed to meet or maintain any requirement for contracting with the
Contractor;
(ii) Failed to perform under any provision of this Agreement or any Contract;
(iii) Violated any law, regulation, rule, or ordinance applicable to this
Agreement or any Contract; or
(iv)Otherwise breached any provision or condition of this Agreement or any
Contract.
b. Before the Contractor may terminate any Contract for lack of County
performance, the Contractor shall provide the County with written notice of
the County's noncompliance with the Agreement or the Contract and provide
the County a reasonable opportunity to correct the County's noncompliance.
If the County does not correct the County's noncompliance within the period
of time specified in the written notice of noncompliance, the Contractor may
then terminate the (`nntrart
3. Delivery and Preservation of County Assets; Recovery of Costs
Upon termination of a Contract by either party, the Contractor shall promptly
deliver to the County all County assets (property) in the Contractor's possession,
including any material created under any Contract. Upon failure to return County
property within ten (10) business days of the Contract termination, the Contractor
shall be charged with all reasonable costs of recovery, including transportation.
The Contractor shall take reasonable steps to protect and preserve any property
of the County that is in the possession of the Contractor pending return to the
County.
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4. Remedies
a. If the County terminates any Contract for lack of performance, the County
may withhold a sum from the final payment to the Contractor that the County
determines is necessary to protect the County against loss or additional
liability. The County shall be entitled to all remedies available at law, in
equity, or under this Agreement.
b. The Contractor shall be entitled to all remedies available at law, in equity, or
under this Agreement if either:
(i) The County terminated a Contract for lack of performance and it is later
determined that the Contractor was not at default for lack of performance;
or
(ii) If the Contractor terminated a Contract for lack of County performance.
XLIV. SEVERABILITY
A. The provisions of this Agreement are severable. If any part, term, or provision of this
Agreement or any Contract is determined to be invalid, the remaining provisions
shall not be affected thereby, and the rights and obligations of the parties shall be
construed and enforced as if this Agreement or any Contract did not contain the
particular provision held to be invalid.
B. If it should appear that any part, term, or provision is in conflict with any
constitutional or statutory provision of the State of Washington, the part, term, or
provision shall be deemed modified to conform to such constitutional or statutory
provision.
XLV. CONTRACT CLOSE-OUT PROCEDURES
A. The Contractor shall submit within thirty calendar (30) days after the date of
expiration of any Contract all financial, performance, and other reports required by
the Contract and, in addition, shall cooperate in a program or other audit by the
County or its designee if the County determines that a program or other audit is
necessary.
B. If a financial audit of any Contract is conducted, the County retains the right to
withhold a just and reasonable sum from the final payment to the Contractor after
fully considering the results of the final audit.
XLVI. LOBBYING AND CERTIFICATION
A. The requirements of 31 U.S.C. § 1352, entitled "Limitation on use of appropriated
funds to influence certain Federal contracting and financial transactions," and related
subsections of the Code of Federal Regulations implemented for funding authorities,
apply to federal contracts, grants and cooperative agreements exceeding $100,000
in total costs (see 45 CFR § 93.110(a)(1)), and loans exceeding $150,000 (see 45
CFR § 93.110(a)(2)).
B. No federal funds awarded under any Contract may be used to provide assistance in
connection with any election or any voter registration activity. No federal funds may
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be used for working for or againstballotmeasures, or for or against the candidacy of
any person for public office.
C. The Contractor certifies to the best of its knowledge and belief that no federal
appropriated funds have been paid or will be paid, by or on behalf of the Contractor,
to any person for influencing or attempting to influence an officer or employee of a
federal agency or a member of Congress in connection with the awarding of any
federal contract, the making of any federal grant, the making of any federal loan, the
entering into of any cooperative agreement, and the extension, continuation,
renewal, amendment or modification of any federal contract, grant; loan or
cooperative agreement. If any funds other than federal appropriated funds have or
will be paid for the purposes stated above, the Contractor must file a disclosure form
in accordance with 45 CFR § 93.110.
D. The Contractor shall include a clause in all Subcontracts restricting Subcontractors
from lobbying in accordance with this section and requiring Subcontractors to certify
and disclose accordingly.
XLVII. VENUE STIPULATION
This Agreement and any Contract has been and shall be construed and interpreted in
accordance with the laws of the State of Washington. The venue of any action brought
hereunder shall be Snohomish County.
XLVIII. NOTICES
A. Unless otherwise directed in writing, notices, reports, and payments to the County
shall be delivered to the following address:
Administrative Services Division
Snohomish County Human Services Department
3000 Rockefeller Avenue, M/S 305
Everett, WA 98201
B. Unless otherwise directed in writing, notices, reports, and payments to the
Contractor shall be delivered to the following address:
City of Edmonds
121 Fifth Avenue N
Edmonds, WA 98020
C. Notices mailed by the County shall be deemed given on the date mailed. Notices
recelveU UY Me liUlll lLy W IC111 WC UCcleCIIICU g1VU VII LIIC UQLC MUCIVCU. LILIIGI pQl ly
may change its address for receipt of reports, notices, or payments by giving the
other written notice of not less than fifteen (15) calendar days prior to the effective
date.
XLIX. SIGNATURE AUTHORIZATION FORMS
The Contractor shall submit a Signature Authorization Form annually and upon request
from the County. The Signature Authorization Form shall reflect the authorized
signatory(ies) of the Contractor for applications, contracts, amendments, and monthly
expenditures reports and requests for reimbursement. The Signature Authorization
Form shall also designate the email address for the authorized recipient(s) of contracts
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and amendments from the County. Changes to signature authority of the Contractor
shall require that an updated Signature Authorization Form be submitted to the County.
L. SURVIVABILITY
The terms and conditions contained in this Agreement which by their sense and context
are intended to survive the expiration or termination of the Agreement or a Contract
shall survive. Surviving terms include, but are not limited to: Confidentiality, Disputes,
Inspection, Maintenance of Records, Ownership of Material, Responsibility, Termination
for Lack of Performance, Termination Procedure, and Treatment of Assets.
LI. ENTIRE AGREEMENT
These provisions represent the entire and integrated Basic Terms and Conditions of the
parties and may not be modified or amended except as provided herein.
LII- ORDER OF PRECEDENCE
In the event of an inconsistency between the terms of this Agreement and any Contract,
the conflict shall be resolved by giving precedence to the Specific Terms and Conditions
of the Contract.
Lill. WAIVER
Waiver of any breach or default on any occasion shall not be deemed to be a waiver of
any subsequent breach or default. Any waiver shall not be construed to be a
modification of the terms and conditions of this Agreement or any Contract into which it
is incorporated unless amended as set forth in Section XLII, Changes and
Modifications.
LIV. EFFECTIVE DATE AND EFFECTIVENESS OF THIS AGREEMENT
This Agreement becomes effective only upon incorporation by reference into a Contract
between the County and the Contractor. Prior Basic Terms and Conditions between the
parties incorporated by reference into contracts existing prior to the execution of these
Basic Terms and Conditions shall remain in effect as to those contracts. To that extent,
prior Basic Terms and Conditions shall not be superseded by these Basic Terms and
Conditions.
SNOHOMISH COUNTY: CONT ICOR
By- Y/-2� /'w By:
r
Kenneth Stark, Director (Da e) Signature (D)a)
Human Services Department
AVe-�
Title
Reviewed and approved per
memorandum dated 10/29/12:
PA File No. HS 12-016
Deputy Prosecuting Attorney
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