Snohomish County Human Services Department for ADA Upgrades Amendment 1SNOHOMISH COUNTY HUMAN SERVICES DEPARTMENT 4441k
3000 ROCKEFELLER AVENUE, M/S 305, EVERETT, WA 98201
(425) 388-7200
CONTRACT AMENDMENT
1. Contract Number: 2. Amendment Number: 3. This Amendment herein- 4. Amount of Contract
after identified as: Award as Amended:
HCS-13-21-1302-224 #1 HCS-13-21-1302-224(1) $90,000
5. Name and Address of Contracting Organization: 6. Title of Service:
City of Edmonds ADA Upgrades
121 5th Avenue N
Edmonds, WA 98020
Vendor ❑ Subrecipient
7. ❑ THIS ITEM APPLIES ONLY TO BILATERAL AMENDMENTS AND MODIFICATIONS.
The Contract identified herein, including any previous amendments thereto, is hereby amended as set forth in
Item 9 below by mutual consent of all parties hereto.
8. ® THIS ITEM APPLIES ONLY TO UNILATERAL CHANGE ORDERS AND MODIFICATIONS.
The Contract identified herein, including any previous amendments thereto, is hereby unilaterally amended as
set forth in Item 9 below pursuant to that Changes and Modifications clause as contained herein.
9 ® TERMS OF AMENDMENT, MODIFICATION OR CHANGE ORDER. (Indicate the amount of an
increase/decrease in contract and new beginning and ending dates, if applicable). The Contract referred to in
Item 1 above is revised as follows:
A. As allowable under the Basic Terms & Conditions Contract, this Unilateral Amendment extends
the ADA Upgrades Contract end date to March 31, 2015 with no changes to Exhibit C, Project
Budget.
B. All other terms and conditions remain the same.
10. ALL OTHER TERMS AND CONDITIONS OF THE ORIGINAL CONTRACT AND ANY PREVIOUS
AMENDMENTS THERETO REMAIN IN FULL FORCE AND EFFECT.
FOR SNOHOMISH COUNTY:
Kenneth Stark, Director (Date)
Department of Human Services
r� F
SNOHOMISH COUNTY HUMAN SERVICES DEPARTMENT AA
3000 ROCKEFELLER AVENUE, M/S 305 - EVERETT, WA 98201
(425) 388-7200
SPECIFICS:
Contract Number: HCS-13-21-1302-224
Maximum Contract Amount: I Start Date:
$90,000
3/01 /2014
Title of Project/Services: ADA Uparades
End Date:
2/28/2015
Status Determination:
® Subrecipient ❑ Vendor
CONTRACTING ORGANIZATION:
IRS Tax No. (Employer
Name: City of Edmonds I.D.): 91-6001244
Address: 121 5th Avenue N City, State & Zip Edmonds, WA 98020
Contact Person: JoAnne Zulauf Telephone: 425-771-0220
FUNDING:
CDBG - Public Facilities &
Funding Authority: B-13-UC-530003 Funding Specifics: Infrastructure
CFDA No &Title: 14.218 CDBG-Entitlement Federal Agency: HUD
Program Division: County Contact Person: Contact Phone Number:
HCS Debra May 425-388-3264
Additional terms of this contract are set out in and governed by the following, which are incorporated herein by reference:
Basic Terms and Conditions Agreement HSD- 2013-127-224, maintained on file at the Human Services Department:
Specific Terms and Conditions Attached as Exhibit A
Statement of Work Attached as Exhibit B
Approved Contract Budget Attached as Exhibit C
In the event of any inconsistency in this contract, the inconsistency shall be resolved by giving precedence in the following order: (a)
appropriate provisions of state and federal law, (b) Specific Terms and Conditions, (c) Basic Terms and Conditions, (d) other attachments
incorporated by reference, and (e) other documents incorporated by reference.
THE CONTRACTING ORGANIZATION IDENTIFIED ABOVE (HEREINAFTER REFERRED TO AS CONTRACTOR), AND
SNOHOMISH COUNTY (HEREINAFTER REFERRED TO AS COUNTY), HEREBY ACKNOWLEDGE AND AGREE TO THE TERMS
OF THIS CONTRACT. SIGNATURES FOR BOTH PARTIES ARE REQUIRED BELOW. BY SIGNING, THE CONTRACTOR IS
CERTIFYING THAT IT IS NOT DEBARRED, SUSPENDED, OR OTHERWISE EXCLUDED FROM PARTICIPATING IN FEDERALLY
FUNDED.,PROGRAMS.
FOR TH. CONTRA -,TIJNG ORGANIZATION: FOR SNOHOMISH COUNTY:
(Sign ture) (Date) Kenneth Stark, Director (Date)
il, Department of Human Services
(Title)
RECEIVED
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ZIP- oy .:
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EXHIBIT A
SPECIFIC TERMS AND CONDITIONS
PUBLIC AGENCIES
ADA UPGRADES
SPECIAL TERMS AND CONDITIONS
A. ❑esi_gnation
The Contractor expressly agrees to undertake that certain community
development assistance project fully described in the Statement of Work,
Exhibit B, which is located within the corporate boundaries of said
Contractor, as the same is commonly referred to as a Community
Development Block Grant (CDBG) project within the Housing and Community
Development Act of 1974, as now or hereafter amended (hereinafter "the
Act"). The undertaking shall be in full accord with the Act, rules and
regulations promulgated thereunder, and all other laws, ordinances, and rules
and regulations not inconsistent therewith.
B. 5ubgrant
The Contractor is hereby allotted through a subgrant the sum as shown in
Exhibit C. It is expressly agreed and understood that the total amount to be
paid by the County under this Contract shall not exceed the amount shown in
Exhibit C.
C. General ComMiance
The Contractor agrees to comply with the requirements of Title 24 of the
Code of Federal Regulations, Part 570 (the U.S. Housing and Urban
Development regulations concerning Community Development Block Grants),
including Subpart K of those regulations, except that:
1. The Contractor does not assume the County's environmental
responsibilities described in 24 CFR § 570.604; and
2. The Contractor does not assume the County's responsibility for initiating
the review process under the provisions of 24 CFR Part 58. The
Contractor also agrees to comply with all other applicable federal, state,
and local laws,
this Contract.
regulations, and policies governing the funds provided in
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 1 of 35
D. Notice to Proceed
The County shall furnish the Contractor with written Notice to Proceed upon
release of funds from HUD related to the project pursuant to 24 CFR Part 58.
No work on the project shall occur prior to the Notice to Proceed without prior
written approval from the County.
E. Construction Process
With regard to any capital improvement project specified in Exhibit B of this
Contract, the Contractor shall administer the project in such a way as to
ensure completion of the project satisfactory to the County.
Bid procedures and bid documents must be approved by the Snohomish
County Office of Housing and Community Development, or its successor
County department or Agency, prior to award of any subcontracts for
construction, services, and capital improvements financed in whole or in part
under this Contract.
F. Use of Property
The following provisions apply to real and personal property, if any, improved,
or acquired through this Contract:
The Contractor agrees to use real and personal property improved or
acquired in whole or in part with CDBG funds provided under this Contract
for the authorized purpose of the project, as stated in Exhibit B.III.
2. As provided by 24 CFR § 85.31(b), the Contractor shall not dispose of or
encumber the title or other interests of the property as long as needed for
that purpose, except as otherwise provided by federal statute.
3. The Contractor shall obtain written approval by the County for the use of
real property in other federally -sponsored projects when the Contractor
determines that the property is no longer needed for the purpose of the
original project. Use in other projects shall be limited to those under
federally -sponsored projects (i.e., awards) or programs that have
purposes consistent with those authorized for support by HUD.
4. As provided by 24 CFR § 85.32(c), when the real property is no longer
needed as provided in paragraphs 1 and 3 above, the Contractor shall
request disposition instructions from the County.
Exhibit A
H CS-13-21-1302-224
City of Edmonds
Page 2 of 35
5. The Contractor agrees to:
a. Keep the property in good condition and repair;
b. Not remove or demolish any building thereon;
c. Complete or restore promptly and in good and workmanlike manner
any building that may be constructed, damaged, or destroyed, and to
pay when due all claims for labor performed and materials furnished
therefore;
d. Comply with all laws affecting the property or requiring any alterations
or improvements to be made;
e. Not commit or permit waste thereof;
f. Not commit, suffer, or permit any act upon the property in violation of
law; and
g. Do all other acts which from the character or use of the property may
be reasonably necessary to preserve and conserve its value.
6. The Contractor agrees to pay before delinquent all taxes, assessments
and any other charges affecting the property when due, and all
encumbrances, charges and liens, with interest, on the property or any
part thereof.
II. FISCAL MANAGEMENT
A. Payment and Disbursements
Disbursements by the County pursuant to this Contract shall be on a
reimbursement basis covering actual expenditures by the Contractor or
obligations of the Contractor currently due and owing, but not paid, and are
subject to the requirements in the Basic Terms and Conditions referenced
on the Signature Page.
Disbursements shall be limited to allowable costs and will not be made unless
at a minimum all the following occur:
1. Receipt by the County of a Request for Reimbursement/Actual
Expenditure Report, together with a Report of Actual Expenditures,
supported by copies of vouchers, invoices, salary and wage summaries,
or other documentation;
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 3 of 35
2. Determination by the County that the expenditures or obligations for which
reimbursement is sought constitute allowable costs under the principles
set forth in applicable Office of Management and Budget Circulars, and
come within the Project Budget; and
3. Payments may be contingent upon certification of the Contractor's
financial management system in accordance with the standards specified
in 24 CFR § 85.20.
B. Program Income
1. Defined
"Program income" means gross income received by the Contractor directly
generated from the CDBG-supported activity, or earned only as a result of
this Contract "during the grant period," as that phrase is defined in 24 CFR
§ 85.25(b). When program income is generated by an activity that is only
partially assisted with CDBG funds, the income shall be prorated to reflect
the percentage of CDBG funds used. Except as provided in 24 CFR
§ 570.500, program income includes, but is not limited to, the following:
a. Proceeds from the disposition by sale or long-term lease of real
property purchased or improved with CDBG funds;
b. Proceeds from the disposition of equipment purchased with CDBG
funds;
c. Gross income from the use or rental of real or personal property
acquired by the Contractor with CDBG funds, less costs incidental to
generation of the income;
d. Gross income from the use or rental of real property, owned by the
Contractor, that was constructed or improved with CDBG funds, less
costs incidental to generation of the income;
e. Payments of principal and interest on loans made using CDBG funds;
f. Proceeds from the sale of loans made with CDBG funds;
g. Proceeds from the sale of obligations secured by loans made with
CDBG funds;
h. Interest earned on program income pending its disposition; and
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 4 of 35
i. Funds collected through special assessments made against properties
owned and occupied by households not of low and moderate income,
where the assessments are used to recover all or part of the CDBG
portion of a public improvement.
2. Recording and Reporting Program Income
The receipt and expenditure of program income as defined above shall be
recorded as part of the financial transactions under this Contract. The
Contractor shall report monthly all program income (as defined at 24 CFR
§ 570.500(a)) generated by activities carried out with CDBG funds made
available under this Contract.
3. Disposition of Program Income Received by the Contractor
a. The use of program income by the Contractor shall comply with the
requirements set forth at 24 CFR § 570.504. By way of further
limitation, the Contractor may use such income during the Contract
period for activities permitted under this Contract and shall reduce
requests for additional funds by the amount of any such program
income balance on hand. All unexpended program income shall be
returned to the County at the end of the Contract period. All interest
earned on cash advances from the U.S. Treasury and from funds held
in a revolving fund account is not program income and shall be
remitted promptly to the County.
b. Program income received before close-out of this Contract may, at the
discretion of the County, be retained by the Contractor if the income is
treated as additional CDBG funds to continue or benefit the project and
is subject to all applicable requirements governing the use of CDBG
funds.
c. If the Contractor is allowed to retain program income, that income shall
affect disbursements under this Contract from the County as follows:
1) Program income in the form of repayments to, or interest earned on, a
revolving fund as defined in 24 CFR § 570.500(b) shall be disbursed from
the fund in accordance with the fiscal management requirements of this
Contract before additional cash withdrawals are made from the County for
the same activity.
2) All other program income shall be disbursed for eligible project
activity before additional cash withdrawals are made from the
County.
d. Program income on hand when the Contract is closed out, or received
after the Contract is closed out, shall be subject to the following:
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 5 of 35
1) Unless otherwise provided elsewhere in this Contract, and subject
to the requirements of paragraph ii of this subsection, if at the time
of close-out the Contractor has another ongoing CDBG grant
received directly from the County, income received after close-out
shall be treated as program income of the ongoing grant program.
2) If the Contractor does not have another ongoing grant received
directly from the County at the time of close-out, income received
after close-out from the disposition of real property or from loans
outstanding at the time of close-out shall be used for activities that
meet one of the national objectives in 24 CFR § 570.208 and the
eligibility requirements described in Section 105 of the Housing and
Community Development Act of 1974, as amended (42 U.S.C.
§ 5301 et seq.).
3) In any circumstances not covered by paragraphs (i) or (ii) above,
the Contractor shall promptly contact the County to obtain
appropriate disposition instructions.
C. Indirect Costs
If indirect costs are charged, the Contractor will develop an indirect cost
allocation plan for determining the appropriate Contractor's share of
administrative costs and shall submit such plan to the County for approval, in
a form specified by the County.
D. Accountina Standards
The Contractor agrees to comply with 24 CFR § 85.20(b) and agrees to
adhere to the accounting principles and procedures required therein, utilize
adequate internal controls, and maintain necessary source documentation for
all costs incurred.
E. Cost Principles
The Contractor shall administer its project in conformance with OMB Circular
A-87, "Cost Principles for State, Local, and Indian Tribal Governments"
(relocated at 2 C.F.R., Subtitle A, Chapter II, Part 225). These principles shall
be applied for all costs incurred whether charged on a direct or indirect basis.
III. INSURANCE REQUIREMENTS
Prior to commencement of the project, the Contractor, shall procure and maintain
for the duration of the Contract, insurance as specified in the Basic Terms and
Conditions against claims for injuries to persons or damage to property that may
arise from or in connection with the performance of the project hereunder by the
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 6 of 35
Contractor, its agents, representatives, employees contractors or sub-
contractors. Review of the Contractor's insurance by the County shall not relieve
or decrease the liability of the Contractor.
A. In addition to the insurance requirements in the Basic Terms and Conditions,
the Contractor shall comply with the bonding and contract provision
requirements of 24 CFR §§ 85.36 (h).
B. The Contractor shall provide, unless the Owner elects to provide, in a form
acceptable to the County, Builder's Risk Coverage in the amount of the
Replacement Cost equal to completed construction value, with Owner and
Snohomish County protected as their interests may appear.
IV. PROJECT RE UIREMENTS
A. Applicability of Uniform Administrative Requirements
The project shall be conducted and administered in compliance with the
regulations, policies, guidelines and requirements of 24 CFR Part 85, and
Office of Management & Budget ("OMB") Circulars A-87, (relocated at 2 CFR,
Subtitle A, Chapter II, Part 225) A-102 (implemented at 24 CFR Part 85), and
A-133 as applicable, as they relate to the acceptance and use of federal
funds under this Contract. The applicable sections of 24 CFR Part 85 are set
forth at 24 CFR § 570.502(a). Where federal standards differ from applicable
local or state standards, the stricter standards shall apply.
B. Local Financial Support
The Contractor agrees to utilize funds available under this Contract to
supplement rather than to supplant funds otherwise available. The subgrant
amount authorized under this Contract shall not be utilized to substantially
reduce the amount of local financial support for community development
activities below the level of such support prior to the availability of such
assistance.
The County's share of total project costs, as shown in Exhibit C, shall remain
constant throughout the life of the Contract. Any cost savings shall be
proportionately shared by the County and the Contractor.
C. Procurement Contracts
Unless specified otherwise in this Contract, the Contractor shall procure all
materials, property, or services in accordance with the requirements of 24
CFR § 85.36 and the Snohomish County Environmentally Preferable
Purchasing and Product Utilization Policies. The following provisions apply to
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 7 of 35
procurements of supplies, equipment, construction, or other services financed
in whole or part under this Contract:
1. Award
All procurement contracts financed in part or in whole with funds under
this Contract shall contain insurance provisions that at a minimum are
equal to those insurance provisions contained in "SUB -GRANTEE
GENERAL CONDITIONS —General Conditions for Facilities Contracts
Assisted Under the Snohomish County Community Development Block
Grant Program" on file at the County, as those provisions may be
amended from time to time.
2. Debarment and Suspension
In addition to the Debarment and Suspension requirements contained in
the Basic Terms and Conditions, the following applies:
No portion of the award made under this Contract shall be used directly or
indirectly to employ, award contracts to, or otherwise engage the services
of, or fund, any contractor or subcontractor during any period of
debarment, suspension, voluntary exclusion or placement in ineligibility
status of such contractor or subrecipient under the provisions of 24 CFR
Part 24. The Contractor represents and warrants that the Contractor is
not debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participation in federal assistance programs
under such regulations or Executive Orders Nos. 12549 or 12689.
3. Travel
The Contractor shall obtain written approval from the County for any travel
outside the metropolitan area with funds provided under this Contract.
D. Compliance with Architectural and Construction Standards
Any facility constructed pursuant to this Contract shall comply with applicable
design requirements of the Federal Architectural Barriers Act of 1968
(codified at 42 USC § 4151 et seq.); Chapter 70.92 RCW; Section 8 Existing
Housing Standards, 24 CFR Part 882; Cost Effective Energy Conservation
Standards, 24 CFR §§ 965.301-965.308; and the Uniform Federal
Accessibility Requirements required by 24 CFR Part 8. The Contractor shall
condition any grants, awards, or loans made with assistance under this
Contract with those applicable standards.
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 8 of 35
E. Real Property
1. Transfer
a. Flood Insurance
Any contract or agreement for the sale, lease or other transfer of land
acquired, cleared or improved with assistance provided under this
Contract shall contain, if such land is located in an area identified by
the Secretary of HUD as having special flood hazards and in which the
sale of flood insurance has been made available under the National
Flood Insurance Act of 1968, as amended (42 U.S.C. § 4001 et seq.),
provisions obligating the transferee and its successors or assigns to
obtain and maintain, during the ownership of such land, such flood
insurance as may be required with respect to financial assistance for
acquisition or construction purposes under Section 102(a) of the Flood
Disaster Protection Act of 1973. Such provisions shall be required
notwithstanding the fact that the construction on such land is not itself
funded with assistance provided under this Contract.
b. Covenants
1) Where assistance under this Contract is provided in the form of real
property or an interest in the property from the County, the
instrument effecting or recording this transfer shall contain a
covenant running with the land to assure non-discrimination for the
period during which the real property is used for a purpose for
which the assistance under this Contract is extended or for another
purpose involving the provision of similar services or benefits.
2) Where no transfer of property is involved, but property is purchased
or improved with financial assistance under this Contract, the
Contractor shall agree to include the covenant described in this
Contract in the instrument effecting or recording any subsequent
transfer of the property.
3) Where assistance under this Contract is provided in the form of real
property or an interest in the property from the County, the
-covenant shall also include a condition coupled with a right to be
reserved by the County to revert title to the property in the event of
a breach of the covenant. If a transferee of real property proposes
to mortgage or otherwise encumber the real property as security for
financing construction of new, or improvement of existing, facilities
on the property for the purposes for which the property was
transferred, the County may, upon request of the transferee, if
necessary to accomplish such financing, and upon such conditions
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 9 of 35
as the County deems appropriate, agree to forbear the exercise of
such right to revert title for so long as the lien of such mortgage or
other encumbrance remains effective.
2. Change in Use
The standards described in this section apply to real property within the
Contractor's control which was acquired or improved in whole or in part
using CDBG funds provided pursuant to this Contract. Except as
otherwise provided by federal statutes, the Contractor will use real
property acquired with funds provided under this Contract for its originally
authorized purposes as long as needed for those purposes and shall not
dispose of or encumber its title or other interests in that property. These
standards shall apply from the date CDBG funds are first spent for the
property until five years from the date the Contractor is no longer
considered by HUD to be part of the urban county as defined at 24 CFR
§ 570.3.
a. The Contractor may not change the use or planned use of any such
property (including the beneficiaries of such use) from that for which
the acquisition or improvement was made as specified in Exhibit B
unless the Contractor receives prior written approval from the County,
and either:
1) The new use of such property qualifies as meeting one of the
national objectives in 24 CFR § 570.901 and is not a building for
the general conduct of government; or
2) The requirements in paragraph (b) of this section are met.
b. If the Contractor determines, after prior approval from the County, that
it is appropriate to change the use of the property to a use which does
not qualify under paragraph (a) (i) of this section, it may retain or
dispose of the property for the changed use if the Contractor
reimburses the County in the amount of the current fair market value of
the property, less any portion of the value attributable to expenditures
of non -grant funds for acquisition of, and improvements to, the
property.
c. If the change of use occurs after close-out, the Contractor shall
promptly notify the County to obtain appropriate disposition
instructions.
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 10 of 35
F. Public Information
The Contractor shall insure recognition of the role of the County in
providing services through this Contract. All activities, facilities, and items
utilized pursuant to this Contract shall be prominently labeled as to funding
source.
2. In all news releases and other public notices related to or funded under
this Contract, the Contractor shall include information identifying the
source of funds as the Snohomish County Community Development Block
Grant Program. The Contractor will include a reference to the support
provided herein in all publications made possible with funds available
under this Contract.
3. For all construction projects, the
specifications at the constructio
except that this requirement ma
$10,000 or less.
G. Use and Reversion of Assets
n
y
Contractor shall erect a sign to County
site, identifying the source of funds,
be waived for construction projects of
The use and disposition of real property and equipment under this Contract
shall be in compliance with the requirements of 24 CFR Part 85, including 24
CFR §§ 85.31 and 85.32, as applicable.
V. PROJECT MANAGEMENT
A. Non -Expendable Personal Property "E ui ment"
"Equipment" means tangible, non -expendable, personal property having a
useful life of more than one year and an acquisition cost of $5,000 or more
per unit.
1. Title
Subject to the obligations and conditions set forth in 24 CFR § 85.32 and
this section, title to equipment acquired under this Contract will vest upon
acquisition in the Contractor.
2. Use
a. In the case of assistance under this Contract to provide personal
property, the compliance requirements of Section 504 of the
Rehabilitation Act of 1973, as amended, found in this Contract, shall
obligate the Contractor for the period during which it retains ownership
or possession of the equipment.
Exhibit A
H CS-13-21-1302-224
City of Edmonds
Page 11 of 35
b. Equipment shall be used by the Contractor in the project or program
for which it was acquired as long as needed, whether or not the project
or program continues to be supported by funds allotted under this
Contract. The Contractor shall not encumber the equipment without
the approval of the County. When no longer needed for the original
project or program, the equipment may be used in other activities
currently or previously supported by Snohomish County CDBG funds
or other federally -sponsored activities as provided by 24 CFR
§ 85.32(c)(1).
c. During the time the equipment is used on the project or program for
which it was acquired, the Contractor shall also make equipment
available for use on other projects or programs currently or previously
supported by the County providing such use will not interfere with the
work on the project or program for which it was originally acquired.
First preference for other use shall be given to other programs or
projects supported by the County. User charges shall be treated as
program income.
d. The Contractor shall not use equipment acquired with CDBG funds to
provide services to non-federal outside organizations for a fee that is
less than private companies charge for equivalent services, unless
specifically authorized by federal statute, for as long as the federal
government retains an interest in the equipment.
e. When acquiring replacement equipment, the Contractor may use the
equipment to be replaced as a trade-in or sell the property and use the
proceeds to offset the cost of the replacement property, subject to the
approval of the County.
3. Management Requirements
Procedures for managing equipment (including replacement equipment),
whether acquired in whole or in part with CDBG funds, until disposition
takes place will, at a minimum, meet the requirements of 24 CFR
§ 85.32(d), including the following:
a. Equipment records must be maintained accurately and shall include a
description of the equipment, a manufacturer's serial number or other
identification number, the source of equipment, including the award
number, who holds title, the acquisition date (or date received, if the
equipment was furnished by the federal government), cost of the
equipment, information from which the percentage of federal
participation in the cost of the equipment can be calculated, the
location and condition of the equipment, and the date information was
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 12 of 35
reported, unit acquisition cost, and ultimate disposition data including
the date of disposal and sale price of the equipment or the method
used to determine current fair market value when the Contractor
compensated the County for its share.
b. Equipment owned by the federal government shall be identified to
indicate federal ownership.
c. A physical inventory of the equipment shall be taken and the results
reconciled with the property records at least once every two years.
Any differences between quantities determined by physical inspection
and those shown in the accounting records shall be investigated to
determine the causes of the difference. The Contractor shall, in
connection with the inventory, verify the existence, current utilization,
and continued need for the equipment.
d. A control system shall be in effect to ensure adequate safeguards to
prevent loss, damage, or theft of the equipment. Any loss, damage, or
theft shall be investigated and fully documented.
e. Adequate maintenance procedures shall be developed to keep the
equipment in good condition.
f. If the Contractor is authorized or required to sell the equipment, proper
sales procedures shall be established which provide for competition to
the fullest extent practicable and result in the highest possible return.
4. Disposition
When original or replacement equipment acquired under this Contract is
no longer needed for the original project or program or for other activities
currently or previously supported by the County, disposition of the
equipment will be made as provided in 24 CFR § 85.32(e) and as follows:
a. Items of equipment with a current per -unit fair market value of less
than $5,000 may be retained, sold, or otherwise disposed of with no
further obligation to the County.
b. Items of equipment with a current per -unit fair market value of $5,000
or more may be retained or sold and the County shall be paid an
amount calculated by multiplying the current market value or proceeds
from sale by the County's share of the equipment.
c. In cases where the Contractor fails to take appropriate disposition
actions, the County may direct the Contractor to take excess and
disposition actions.
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 13 of 35
5. Right to Transfer Title
As provided by 24 CFR § 85.32(g), the County reserves the right to
require the Contractor to transfer title of equipment to the federal
government or a third party named by the County when such a third party
is otherwise eligible under existing statutes, as determined by the County.
Such transfers shall be subject to the following standards:
a. The property shall be identified in this Contract or otherwise made
known to the Contractor in writing.
b. The County shall issue disposition instructions within 120 calendar
days after the end of the County support of the project for which the
equipment was acquired. If the County fails to issue disposition
instructions within the 120 calendar -day period, the Contractor shall
apply the standards of 24 CFR § 85.32(e), as appropriate.
c. When title to equipment is transferred, the Contractor shall be paid an
amount calculated by applying the percentage of participation in the
purchase to the current fair market value of the property, as provided
by 24 CFR § 85.32.
6. Fees for Services
Pursuant to 24 CFR § 85.32(c)(3), the Contractor shall not use equipment
acquired with federal funds to provide services for a fee to compete
unfairly with private companies that provide equivalent services, unless
specifically permitted or contemplated by federal statute.
B. Expendable Tangible Personal Property ("Supplies"
"Supplies" means all tangible personal property other than equipment as
defined in 24 CFR Part 85.
1. Title
Title to supplies and other expendable personal property acquired under
this Contract will vest, upon acquisition, in the Contractor.
2. Disposition
As provided by 24 CFR § 85.33(b), if there is a residual inventory of
unused supplies exceeding $5,000 in total aggregate fair market value
upon termination, cancellation or completion of the project or program,
and if the supplies are not needed for any other federally -sponsored
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 14 of 35
project or program, the Contractor shall compensate the County for its
share.
VI. RELOCATION, REAL PROPERTY ACQUISITION AND ONE -FOR -ONE
HOUSING REPLACEMENT
A. The Contractor agrees to comply with:
1. The Uniform Relocation Assistance and Real Property Acquisition Policies
Act of 1970, as amended, 42 U.S.C. § 4601 et. seq. (the "Uniform
Relocation Act"), and implementing regulations at 49 CFR Part 24 and 24
CFR § 570.606(b);
2. The requirements of 24 CFR § 570.606(c) governing the Residential Anti -
Displacement and Relocation Assistance Plan under Section 104(d) of the
Housing and Community Development Act, 42 U.S.C. § 5304(d); and
3. The requirements in 24 CFR § 570.606(d) governing optional relocation
policies.
B. The acquisition of any owner -occupied property shall be conducted to assure
that the owner -occupant is not "displaced" as defined in the Uniform
Relocation Act, its implementing regulations at 49 CFR Part 24, and the
CDBG regulations contained at 24 CFR § 570.606. Properties to be acquired
either permanently or temporarily must be vacant of renters for at least 90
days prior to the date of initiation of negotiations for lease or purchase.
Property that is renter -occupied will not be considered for acquisition unless
prior written approval is received from the County. Property that is owner -
occupied will be considered for acquisition if:
1. The owner voluntarily enters into an agreement to lease the property to
the Contractor;
2. The owner agrees to forfeit possession of the property upon execution of
the lease agreement; and
3. The owner voluntarily waives any rights to relocation payments or other
relocation assistance under the Uniform Relocation Act or other similar
requirement.
C. The Contractor shall provide relocation assistance to displaced persons as
defined by 24 CFR § 570.606(b)(2) that are displaced as a direct result of
acquisition, rehabilitation, demolition or conversion for a CDBG-assisted
project. In the event any occupant of any real property acquired with
assistance provided under this Contract is deemed by the County or by higher
authority to have been displaced and thereby to be entitled to relocation
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 15 of 35
assistance under these authorities, the Contractor shall be solely responsible
for providing the required assistance and paying all costs therefor, and the
Contractor shall hold the County harmless from any liability for such
assistance. The Contractor also agrees to comply with applicable County
ordinances, resolutions and policies, if any, concerning the displacement of
persons from their residences.
VII. PERSONNEL AND PARTICIPANT CONDITIONS
A. Civil Rights
1. Compliance
The Contractor agrees to, and agrees to require its contractors performing
work funded in whole or in part under this Contract to, comply at all times
with applicable federal and state statutes and laws relating to civil rights,
including but not limited to:
a. Title VI of the Civil Rights Act of 1964, as amended (P.L. 88-352), and
24 CFR Part 1 (Non-discrimination in Programs or Activities Receiving
Federal Financial Assistance);
b. Title Vill of Civil Rights Act of 1968, as amended (P.L. 90-284), and 24
CFR § 570.601 (Non-discrimination in Housing);
c. Sections 104(b) and 109 of Title I of the Housing and Community
Development Act of 1974, as amended (42 USC §§ 5304(b) and
5309), and 24 CFR § 570.602 (Non-discrimination in any Program or
Activity);
d. Section 504 of Rehabilitation Act of 1973, as amended (29 U.S.C. §
794) (handicapped);
e. The Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101 et
seq.);
f. The Age Discrimination Act of 1975, as amended (42 U.S.C. § 6101 et
seq.);
g. Executive Order No. 11063 and 24 CFR Part 107 (Equal Opportunity in
Housing);
h. Executive Order No. 11246, as amended by Executive Orders Nos.
11375, 11478, 12107 and 12086, and 41 CFR Part 60 (Regarding
Non -Discrimination in Employment);
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 16 of 35
Executive Orders 11625, 12432 and 12138, and 24 CFR § 570.506(g)
(6) (Use of Minority and Women's Business Enterprises);
j. Contracts for Architectural and Engineering Services - Participation by
Minority and Women -Owned Firms, RCW 39.80.040;
k. Discrimination prohibitions under Chapter 49.60 RCW; and
Public Works or Improvements - Minority Business, RCW 35.23.352
(2nd and 3rd class cities and towns 1,500 or more citizens), as
applicable.
The Contractor agrees that it will assist and cooperate actively with the
County, HUD and the Secretary of Labor in obtaining the compliance of
prime contractors and subcontractors with the statutes and laws referred
to in this Contract and the rules, regulations, and relevant orders of the
Secretary of Labor; it will furnish the County, HUD and the Secretary of
Labor such information as they may require for the supervision of such
compliance; and it will otherwise assist the County, HUD and the
Department of Labor in the discharge of the Department of Labor's
primary responsibility for securing compliance. The Contractor will also
ensure the compliance of prime contractors and subcontractors with state
requirements pertaining to equal opportunity.
2. Non -Discrimination
In addition to the Non -Discrimination requirements in the Basic Terms and
Conditions, the Contractor agrees to comply with the non-discrimination in
employment and opportunities laws, regulations, and executive orders
referenced in 24 CFR § 570.607, as revised by Executive Order No.
13279. The Non -Discrimination provisions in Section 109 of the Act are
still applicable.
a. The Contractor shall not use methods of administration or site
selection criteria which have such a discriminatory effect; PROVIDED,
that nothing herein shall prohibit actions designated to correct the
effects of prior discriminatory practices or conditions; and PROVIDED,
FURTHER, that separate living and restroom facilities for the different
sexes may be constructed and maintained.
b. The Contractor shall comply with the HUD published Final Rule "Equal
Access to Housing in HUD Programs Regardless of Sexual Orientation
or Gender Identity," published in the Federal Register on February 3,
2012.
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 17 of 35
3. Land Covenants
This Contract is subject to the requirements of Title VI of the Civil Rights
Act of 1964 (P.L. 88-352) and the regulations under 24 CFR Part 1,
including 24 CFR §§ 570.601 and 570.602. In regard to the sale, lease,
or other transfer of land acquired, cleared or improved with assistance
provided under this Contract, the Contractor shall cause or require a
covenant running with the land to be inserted in the deed or lease for
such transfer, prohibiting discrimination upon the basis of race, color,
religion, ethnic or national origin, age, gender, handicap or sexual
orientation, in the sale, lease or rental, or in the use or occupancy of such
land, or in any improvements erected or to be erected thereon, and
providing that the Contractor, the County and the United States are
beneficiaries of and entitled to enforce such covenants. The Contractor,
in undertaking its obligations to carry out the project assisted hereunder,
agrees to take such measures as are necessary to enforce such
covenant, and will not itself so discriminate.
4. Section 504
The Contractor agrees to comply with Section 504 of the Rehabilitation
Act of 1973, as amended (29 U.S.C. § 794), prohibiting discrimination
against individuals with disabilities or handicaps in any federally -assisted
program, and all federal regulations issued pursuant thereto, including
the regulations under 24 CFR Part 8. The County shall provide the
Contractor with any guidelines necessary for compliance with that portion
of the regulations in force during the term of this Contract.
B. Affirmative Action
The Department of Housing and Urban Development, Northwest/Alaska
Area, Washington State Office, has established a goal for Snohomish
County that 7.7% of all CDBG contract dollars be committed to minority -
owned businesses. In order to meet this goal, Snohomish County
requires that the Contractor, in all construction contracts of $50,000 or
more funded wholly or in part with Snohomish County CDBG funds,
demonstrate a good faith effort to attain 7.7% MBE participation. In
addition, the Contractor is required to report to the County all contracts of
$1,000 or more for labor, materials, supplies or professional services
funded wholly or in part with CDBG funds.
The Contractor shall submit such documentation as deemed necessary by
the County to support compliance with the Minority Business Enterprise
requirements.
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 18 of 35
2. Women- and Minority -Owned Businesses
As required by 24 CFR § 85.36(e), the Contractor will take all necessary
affirmative steps to assure that minority firms, women's business
enterprises, and labor surplus area firms are used when possible. Those
affirmative steps shall include:
a. Placing qualified small and minority businesses and women's business
enterprises on solicitation lists;
b. Assuring that small and minority businesses and women's business
enterprises are solicited whenever they are potential sources;
c. Dividing total requirements, when economically feasible, into smaller
tasks or quantities to permit maximum participation by small and
minority businesses and women's business enterprises;
d. Establishing delivery schedules, where the requirement permits, which
encourage participation by small and minority business and women's
business enterprises;
e. Using the services and assistance of the Small Business
Administration and the Minority Business Development Contractor of
the Department of Commerce; and
f. Requiring the prime contractor, if subcontracts are to be let, to take the
affirmative steps listed above.
3. Access to Records
The Contractor shall furnish and cause each of its own subrecipients or
subcontractors to furnish all information and reports required hereunder
and will permit access to its books, records and accounts by the County,
HUD or its agent, or other authorized federal officials for purposes of
investigation to ascertain compliance with the rules, regulations and
provisions stated herein.
4. Notifications
The Contractor will send to its labor union or representative of workers
with which it has a collective bargaining contract or other contract or
understanding, a notice, to be provided by the Contractor contracting
officer, advising the labor union or workers' representative of the
Contractor's commitments hereunder, and shall post copies of the notice
in conspicuous places available to employees and applicants for
employment.
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 19 of 35
C. Employment Restrictions
1. Labor Standards
The Contractor agrees to comply, and shall require that project
construction contractors and subcontractors comply, with the
requirements of the Secretary of Labor in accordance with the Davis -
Bacon Act, as amended (40 U.S.C. §§ 276a-276a-5), the provisions of
the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 327-
333), and all other applicable federal, state and local laws and regulations
pertaining to labor standards insofar as those acts apply to the
performance of this Contract. The Contractor also agrees to comply, and
shall require that project construction contractors and subcontractors
comply, with the requirements of the Copeland Anti -Kick Back Act (18
U.S.C. § 874 et seq.) and it's implementing regulations at 29 CFR Part 5.
The Contractor shall maintain documentation that demonstrates
compliance with hour and wage requirements of this section. Such
documentation shall be made available to the County for review upon
request.
a. The Contractor shall likewise ensure compliance with Chapter 39.12
RCW pertaining to payment of state prevailing wages on public works
projects and with Chapter 49.28 RCW pertaining to an eight -hour work
day.
b. The Contractor agrees that, except with respect to the rehabilitation or
construction of residential property containing less than eight (8) units,
all construction contractors and subcontractors engaged under
contracts in excess of $2,000 for construction, renovation or repair
work financed in whole or in part with assistance provided under this
Contract, shall comply with federal requirements adopted by the
County pertaining to such contracts and with the applicable
requirements of the regulations of the Department of Labor, under 29
CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of
apprentices and trainees to journey workers; provided that, if wage
rates higher than those required under the regulations are imposed by
state or local law, nothing hereunder is intended to relieve the
Contractor of its obligation, if any, to require payment of the higher
wage. The Contractor shall cause or require to be inserted in full, in all
such contracts or subcontracts subject to such regulations, provisions
meeting the requirements of this paragraph.
c. No portion of the award made under this CDBG Contract shall be used
directly or indirectly to employ, award contracts to, or otherwise
engage the services of, or fund, any construction contractor or
subcontractor during any period of debarment, suspension, voluntary
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 20 of 35
exclusion or placement in ineligibility status of such contractor or
subrecipient under the provisions of 24 CFR Part 24. The Contractor
represents and warrants that the construction contractor is not
debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participation in federal assistance programs
under such regulations or Executive Orders Nos. 12549 and 12689,
"Debarment and Suspension." The Excluded Parties List System can
be checked at the following web -site: www.sam.gov.
2. "Section 3" Clause
a. Compliance
Compliance with the provisions of Section 3 of the Housing and Urban
Development Act of 1968, as amended (12 U.S.C. § 1701 u), and as
implemented by the regulations set forth in 24 CFR Part 135, and all
applicable rules and orders issued thereunder prior to the execution of
this Contract, shall be a condition of the federal financial assistance
provided under this Contract and binding upon the County, the
Contractor and any of the Contractor's subcontractors. Failure to fulfill
these requirements shall subject the County, the Contractor and any of
the Contractor's subcontractors, their successors and assigns, to those
sanctions specified by the Contract through which federal assistance is
provided. The Contractor certifies and agrees that no contractual or
other disability exists that would prevent compliance with these
requirements.
The Contractor further agrees to comply with these "Section 3"
requirements and to include the following language, set forth in 24
CFR § 135.38, in all subcontracts executed under this Contract:
1) The work to be performed under this Contract is a project assisted
under a program providing direct federal financial assistance from
HUD and is subject to the requirements of Section 3 of the Housing
and Urban Development Act of 1968, as amended (12 U.S.C.
§ 1701). Section 3 requires that to the greatest extent feasible
opportunities for training and employment be given to low- and very
low-income residents of the project area, and that contracts for
work in connection with the project be awarded to business
concerns that provide economic opportunities for low and very low-
income persons residing in the metropolitan area in which the
project is located.
2) The Contractor further agrees to ensure that opportunities for
training and employment arising in connection with a housing
rehabilitation (including reduction and of lead -based paint hazards),
Exhibit A
HC S-13-21-1302-224
City of Edmonds
Page 21 of 35
housing construction, or other public construction project are given
to low- and very low-income persons residing within the
metropolitan area in which the CDBG-funded project is located;
where feasible, priority should be given to low- and very low-income
persons within the service area of the project or the neighborhood
in which the project is located, and to low- and very low-income
participants in other HUD programs; and award contracts for work
undertaken in connection with a housing rehabilitation (including
reduction and abatement of lead -based paint hazards), housing
construction, or other public construction project to business
concerns that provide economic opportunities for low- and very low-
income persons residing within the metropolitan area in which the
CDBG-funded project is located; where feasible, priority should be
given to business concerns that provide economic opportunities to
low- and very low-income residents within the service area or the
neighborhood in which the project is located, and to low- and very
low-income participants in other HUD programs.
3) The Contractor certifies and agrees that no contractual or other
legal incapacity exists that would prevent compliance with these
requirements.
b. Notifications
The Contractor agrees to send to each labor organization or
representative of workers with which it has a collective bargaining
contract or other contract or understanding, if any, a notice advising
said labor organization or workers' representative of its commitments
under this Section 3 clause and shall post copies of the notice in
conspicuous places available to employees and applicants for
employment or training.
c. Subcontracts
The Contractor will include this Section 3 clause in every subcontract
and will take appropriate action pursuant to the subcontract upon a
finding that the subcontractor is in violation of regulations issued by
HUD. The Contractor will not subcontract with any entity where it has
notice or knowledge that the latter has been found in violation of
regulations under 24 CFR Part 135 and will not let any subcontract
unless the entity has first provided it with a preliminary statement of
ability to comply with the requirements of these regulations.
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 22 of 35
d. Snohomish County Section 3 Area
Snohomish County has identified its Section 3 area as that area within
the corporate boundaries of Snohomish County. The term "low
income" includes low-income unemployed residents of Snohomish
County. The Contractor will, to the greatest extent feasible, provide
employment opportunities to those individuals.
D. Conduct
1. Subcontracts
The Contractor shall undertake to insure that all subcontracts let in the
performance of this Contract shall be awarded on a fair and open
competition basis in accordance with applicable procurement
requirements. Executed copies of all subcontracts shall be forwarded to
the County along with documentation concerning the selection process.
2. Hatch Act
The Contractor agrees that no funds provided, nor personnel employed,
under this Contract shall be in any way or to any extent be applied to, or
engaged in, the conduct of political activities in violation of 5 U.S.C.
Chapter 15.
3. Conflict of Interest
a. In the procurement of supplies, equipment, construction, and services
by recipients and subrecipients, the Contractor agrees to abide by the
conflict of interest provisions of 24 CFR § 85.36(b)(3) and of OMB
Circular A-102, which include (but are not limited to) the following:
1) The Contractor shall maintain a written code or standards of
conduct that shall govern the performance of its officers, employees
or agents engaged in the award and administration of contracts
supported by federal funds.
2) No employee, officer or agent of the Contractor shall participate in
the selection, or in the award or administration, of a contract
supported by federal funds if a conflict of interest, real or apparent,
and as described in 24 CFR § 85.36(b)(3), would be involved.
3) The Contractor's officers, employees or agents shall neither solicit
nor accept gratuities, favors or anything of monetary value from
contractors, potential contractors, or parties to subcontracts. The
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 23 of 35
Contractor may set minimum rules where the financial interest is
not substantial or the gift is an unsolicited item of nominal intrinsic
value.
4) To the extent permitted by state or local law or regulations, such
standards of conduct will provide for penalties, sanctions, or other
disciplinary actions for violations of such standards by the
Contractor's officers, employees or agents, or by contractors or
their agents.
5) In all cases not governed by 24 CFR § 85.36, the provisions of 24
CFR § 570.611(a) shall apply.
b. In addition to the Conflict of Interest and Kickback provisions in the
Basic Terms and Conditions, the following applies:
Upon the written request of the Contractor, the County may grant an
exception to the provisions of paragraph (ii) of this section on a case -
by -case basis when it determines that such an exception will serve to
further the purposes of the County's Community Development Block
Grant Program and the effective and efficient administration of the
Contractor's project. An exception may be considered only after the
Contractor has provided a disclosure of the nature of the conflict,
accompanied by an assurance that there has been public disclosure of
the conflict and a description of how the public disclosure was made.
4. Religious or Faith -Based Organizations; Inherently Religious Activities;
Non -Discrimination
The following provisions imposed by 24 CFR § 570.2000) applies to all
recipients of CDBG funds through the County, including the Contractor:
a. Eligibility
Organizations that are religious or faith -based are eligible, on the same
basis as any other organization, to participate in the CDBG program.
b. Inherently Religious Activities
Organizations that are directly funded under the CDBG program may
not engage in inherently religious activities, such as worship, religious
instruction, or prose lytization, as a part of the programs or services
funded under 24 CFR Part 570. If the Contractor conducts such
activities, the activities must be offered separately, in time or location,
from the programs or services funded under 24 CFR Part 570, and
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 24 of 35
participation must be voluntary for the beneficiaries of the HUD -funded
programs or services.
c. Discrimination Against Beneficiaries or Prospective Beneficiaries
An organization that participates in the CDBG program shall not, in
providing program assistance, discriminate against a program
beneficiary or prospective program beneficiary on the basis of religion
or religious belief.
d. Structures Used for Inherently Religious Activities
CDBG funds may not be used for the acquisition, construction or
rehabilitation of structures to the extent that those structures are used
for inherently religious activities. CDBG funds may be used for the
acquisition, construction or rehabilitation of structures only to the extent
that those structures are used for conducting eligible activities under
24 CFR Part 570. Where a structure is used for both eligible and
inherently religious activities, CDBG funds may not exceed the cost of
those portions of the acquisition, construction or rehabilitation that are
attributable to eligible activities in accordance with the cost accounting
requirements applicable to CDBG funds in 24 CFR Part 570.
Sanctuaries, chapels or other rooms that a CDBG-funded religious
congregation uses as its principal place of worship, however, are
ineligible for CDBG-funded improvements.
e. Employment discrimination
Pursuant to 24 CFR § 5.109(e), a religious organization's exemption
from the federal prohibition on employment discrimination on the basis
of religion, set forth in section 702(a) of the Civil Rights Act of 1964
(codified at 42 U.S.C. § 2000e-1), is not forfeited when the
organization participates in the HUD program. Notwithstanding the
foregoing, non-discrimination requirements imposed by statute on all
CDBG grantees shall apply to religious and faith -based organizations.
f. Commingling of Funds
If applicable, pursuant to 24 CFR § 570.2000)(6), if the local
government voluntarily contributes its own funds to supplement the
activities funded pursuant to this Contract, the local government has
the option to segregate the federal CDBG funds or commingle them.
However, if the funds are commingled, the requirements of this section
apply to all of the commingled funds.
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 25 of 35
VIII, ENVIRONMENTAL CONDITIONS
A. Air and Water
The Contractor agrees to comply with the following requirements insofar as
they apply to the performance of this Contract:
1. Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.;
a. Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251 et
seq., including but not limited to 33 U.S.C. § 1318 relating to
inspection, monitoring, entry, reports as information, as well as other
requirements specified in 33 U.S.C. §§ 114 and 305, and all
regulations and guidelines issued thereunder; and
b. Environmental Protection Agency ("EPA") regulations pursuant thereto
at 40 CFR Chapter I, as amended.
2. In compliance with said regulations, the Contractor shall enforce and
cause or require to be inserted in full in all contracts and subcontracts with
respect to any non-exempt transaction thereunder funded with assistance
provided under this Contract, the following requirements:
a. A stipulation that any facility to be utilized in the performance or any
non-exempt contract or subcontract is not listed on the List of Violating
Facilities issued by the EPA pursuant to 40 CFR § 15.20.
1.
b. Agreement to comply with all the requirements of Section 114 of the
Clean Air Act, as amended (42 USC § 1857c-8) and Section 308 of the
Federal Water Pollution Control Act, as amended (33 U.S.C. § 1318),
relating to inspection, monitoring, entry, reports, and information, as
well as all other requirements specified in said Sections 114 and 308
and all regulations and guidelines issued thereunder.
c. A stipulation that as a condition for the award of the contract, prompt
notice will be given of any notification received from the Director, Office
of Federal Activities, EPA, indicating that a facility utilized or to be
utilized for the contract is under consideration to be listed on the EPA
List of Violating Facilities.
d. Agreement by the contractor to include or cause to be included the
criteria and requirements in paragraph 1 through 4 of this subsection in
every non-exempt subcontract and requiring that the contractor will
take such actions as the government may direct as a means of
enforcing such provisions.
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 26 of 35
e. In no event shall any amount of the assistance provided under this
Contract be utilized with respect to a facility which has given rise to a
conviction under Section 113(c)(1) of the Clean Air Act or Section
309(c) of the Federal Water Pollution Control Act.
In accordance with RCW 39.04.120, all invitations for bid proposals for
construction projects shall set forth in the contract documents, to the
extent they are reasonably obtainable by the Contractor, those
provisions of federal, state and local statutes, ordinances and
regulations dealing with the prevention of environmental pollution and
the preservation of public natural resources that affect or are affected
by the Project.
B. Environmental Review
��J'1
Pursuant to 24 CFR § 58.4, the County retains environmental review
responsibility for purposes of fulfilling requirements of the National
Environmental Policy Act for each activity carried out with CDBG funds.
The County may require the Contractor to furnish data, information and
assistance for the County's review and assessment in order for the County
to discharge its responsibilities including determining whether the County
must prepare an Environmental Impact Statement.
2. SEPA
The Contractor retains responsibility for fulfilling the requirements of the
State Environmental Policy Act and regulations and ordinances adopted
thereunder.
3. Compliance as Pre -Condition
Performance by the Contractor under this Contract shall include
satisfaction of all applicable requirements of the National and State
Environmental Policy Acts. No funds may be committed to a CDBG
activity or project before completion of the environmental review and
approval of the request for release of funds related certification, except as
authorized by 24 CFR Part 58.
C. Flood Disaster Protectio
This Contract is subject to the requirements of the Flood Disaster Protection
Act of 1973 (Public Law No. 93-234). In accordance with the requirements of
the Flood Disaster Protection Act of 1973 (42 U.S.C. § 4001 et seq.), the
Contractor shall assure that for all activities located in an area identified by
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 27 of 35
the Federal Emergency Management Contractor ("FEMA") as having special
flood hazards, flood insurance under the National Flood Insurance Program is
obtained and maintained for the mandatory period as a condition of financial
assistance for acquisition or construction purposes (including rehabilitation).
No portion of the assistance provided under this Contract is approved for
acquisition or construction purposes as defined under Section 3(a) of said
Act, for use in an area identified by the Secretary as having special flood
hazards which is located in a community not then in compliance with the
requirements for participation in the National Flood Insurance Program
pursuant to Section 201(d) of said Act; and the use of any assistance
provided under this Contract for such acquisition or construction in such
identified areas in communities then participating in the National Flood
Insurance Program shall be subject to the mandatory purchase of flood
insurance requirements of Section 102(a) of said Act.
D. Lead -Based Paint
The Contractor agrees that any construction or rehabilitation of residential
structures with assistance provided under this Contract shall be subject to the
HUD lead -based paint regulations found at 24 CFR § 570.608 and 24 CFR
Part 35, Subpart B. Such regulations pertain to all CDBG-assisted housing
and require that all owners, prospective owners, and tenants of properties
constructed prior to 1978 be properly notified that such properties may
include lead -based paint. Such notification shall point out the hazards of
lead -based paint and explain the symptoms, treatment and precautions that
should be taken when dealing with lead -based paint poisoning and the
advisability and availability of blood lead level screening for children under
seven. The notice should also point out that if lead -based paint is found on
the property, abatement measures may be undertaken. The regulations
further require that, depending on the amount of federal funds applied to a
property, paint testing, risk assessment, treatment and/or abatement may be
conducted.
The Contractor shall condition any grants or loans for the rehabilitation of
residential structures made with assistance provided under this Contract upon
compliance with the provisions for the elimination of lead -based paint hazards
in those regulations, and the Contractor shall be responsible for the
inspections and certifications required thereunder.
E. Historic Preservatio
The Contractor agrees to comply with the historic preservation requirements
set forth in the National Historic Preservation Act of 1996, as amended (16
U.S.C. § 470 et seq.) and the procedures set forth in 36 CFR Part 800,
Advisory Council on Historic Preservation Procedures for Protection of
Historic Properties, insofar as they apply to the performance of this Contract.
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 28 of 35
In general, this requires concurrence from the State Historic Preservation
Officer for all rehabilitation and demolition of historic properties that are fifty
years old or older or that are included on a federal, state, or local historic
property list.
IX. RECORDS
A. Maintenance
The Contractor shall maintain all records required by the federal regulations
specified in 24 CFR § 570.506, and the requirements in the Basic Terms and
Conditions, that are pertinent to the activities to be funded under this
Contract. Such records shall include but are not limited to:
1. Records providing a full description of each activity undertaken;
2. Records demonstrating that each activity undertaken meets one of the
national objectives of the CDBG program, as required by 24 CFR
§ 570.200(a)(2) and 24 CFR § 570.208;
3. Records required to determine the eligibility of activities;
4. Records required to document the acquisition, improvement, use or
disposition of real property acquired or improved with CDBG assistance;
5. Records documenting compliance with the fair housing and equal
opportunity components of the CDBG program;
6. Financial records as required by 24 CFR § 570.502 and 24 CFR §§ 85.20,
85.41 and 85.42;
7. Other records necessary to document compliance with Subpart K of 24
CFR Part 570; and
8. The Contractor also agrees to generate and maintain sufficient records to
enable the County to determine whether the Contractor has met the
requirements of this Contract and the requirements of 24 CFR § 570.506,
including:
a. Financial management records in the form of separate accounts,
including personnel, property, financial and programmatic records,
which sufficiently and properly reflect all direct and indirect costs of any
nature and all services performed under this Contract, and such other
records as are required under the provisions of the uniform
administrative requirements set forth in Contract;
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 29 of 35
b. Acquisition and relocation records as required by 24 CFR § 70.606;
c. Equal opportunity records, including:
1) A breakdown of persons by race, ethnic group, sex, and age, who
have participated in or benefited from the project; and
2) Data which records its affirmative action in equal opportunity
employment including, but not limited to, employment, upgrading,
demotions, transfers, recruitment or recruitment advertising, layoffs,
or terminations, pay or other compensation, and selection for
training.
d. Section 3 records, including:
1) Data which records its good faith effort to identify, train, and/or hire
lower income residents of the project area; and
2) Data which records utilization of business concerns which are
located in or owned in substantial part by persons residing in the
area of the project.
e. Minority business enterprise participation records, including: data
which records utilization and attempts to utilize minority business
enterprises;
Records that demonstrate compliance with one or more of the national
objectives as required by 24 CFR § 570.200(a)(2) and 24 CFR
§ 570.208;
g. Client data demonstrating client eligibility for services provided. Such
data shall include, but not be limited to, client name, address, income
level or other basis for determining eligibility, and description of service
provided. Such information shall be made available to County
monitors or their designees for review upon request; and
h. The Contractor understands that client information collected under this
Contract is private and the use or disclosure of such information, when
not directly connected with the administration of the County's or
Contractor's responsibilities with respect to services provided under
this Contract, may be prohibited by the Health Insurance Portability
and Accountability Act of 1996 (42 U.S.C. § 1301 et seq.), Chapter
70.02 RCW (Washington Uniform Health Care Information Act),
Chapter 71.34 RCW (mental health services for minors), Chapter
70.96A (alcohol and drug abuse treatment records), RCW
43.63A.655(1)(a) (protection of privacy of homeless individuals), RCW
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 30 of 35
43.185C.030, RCW 70.123.075 and Chapter 40.24 RCW, among
others, unless written consent is obtained from such person receiving
service and, in the case of a minor, that of a responsible parent or
guardian.
B. Retention
The above records and all other financial records, supporting documents,
statistical records and all other records pertinent to this Contract shall be
retained for a period of seven (7) years after close out or termination of this
Contract, except as follows:
1. Records that are the subject of audit, litigation, claims, negotiations or
other actions shall be retained until the completion of the actions and
resolution of all issues or for seven (7) years, whichever occurs later.
2. Records for non -expendable property shall be retained for seven (7) years
after its final disposition.
3. Records for any displaced person shall be retained for seven (7) years
after the person has received final payment.
X. REPORTS
A. The Contractor agrees to submit to the County such reports as the County
requests pursuant to the requirements of state or federal law.
B. At a minimum, the Contractor shall submit an Annual Report in a format
prescribed by the County. The annual project report shall be due two weeks
after the end of each Snohomish County CDBG Program Year (July 1 to June
30) during which Project activities are conducted, shall cover the preceding
one-year period, and shall have the following contents:
1. Project Progress
Progress on the project during the preceding year shall be summarized.
2. Financial Management
Financial information necessary shall be given to show compliance with
the uniform administrative requirements set forth in this Contract.
3. Local Financial Support
Compliance with the Local Financial Support section of this Contract shall
be indicated.
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 31 of 35
4. Relocation and Acquisition
Real property acquired, number of persons and businesses relocated,
number remaining in the relocation workload, and a general breakdown of
relocation costs shall be reported.
5. Equal Opportunity
Compliance with the Equal Opportunity requirements of this Contract shall
be documented by:
a. A summary of equal opportunity records;
b. A description of any methods of administration, site selection criteria,
or actions designed to overcome the effects of past discrimination, or
to promote equal opportunities;
c. A description of any site selection policies or actions designed to
further fair housing; and
d. A summary of minority business enterprise participation records
XI. PROJECT DURATION
A. Suspension or Termination for Cause
In addition to the requirements in the Basic Terms and Conditions, and in
accordance with 24 CFR § 85.43, the County may suspend or terminate this
Contract if the Contractor materially fails to comply with any of the terms of
this Contract.
B. Termination for Convenience
In accordance with 24 CFR § 85.44 and the Basic Terms and Conditions, this
Contract may also be terminated for convenience by either the County or the
Contractor, in whole or in part, by setting forth the reasons for such
termination, the effective date, and, in the case of partial termination, the
portion to be terminated. However, if in the case of a partial termination, the
County determines that the remaining portion of the award will not accomplish
the purpose for which the award was made, the County may terminate the
award in its entirety.
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 32 of 35
C. After -the -Contract Requirements
1. Close-out
a. The terms of this Contract shall remain in effect during any period that
the Contractor has control over CDBG funds, including program
income. The County will close out the award when it determines, in its
sole discretion, that all applicable administrative actions and all
required work of the grant has been completed. The Contractor will be
so notified by means of a letter.
b. Federally-owned/County-owned Property Reports.
In accordance with this contract the Contractor must submit an
inventory of all federally -owned or County -owned property (as distinct
from property acquired with grant funds) for which it is accountable and
request disposition instructions from the County of property no longer
needed.
2. Obligations After Close-out or Termination
The close-out or termination of this Contract does not affect:
a. The County's right to disallow costs and recover funds on the basis of
a later audit or other review;
b. The Contractor's obligation to return any funds due as a result of later
refunds, corrections or other transactions;
c. Records retention as required;
d. Property standards;
e. Audit requirements;
f. Insurance requirements;
g. Use of property requirements;
h. Hold harmless requirements;
i. Indemnification requirements;
j. Venue stipulation;
k. Non -assignability of claims;
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 33 of 35
I. Rights in data;
m. Non -waiver of breach; and
n. Non -assignability of obligations.
3. Collection of Amounts Due
a. Any funds paid to the Contractor in excess of the amount to which the
Contractor is finally determined to be entitled under the terms of the
award constitute a debt to the County. If not paid within a reasonable
period after demand, the County may reduce the debt by:
1) Making an administrative offset against other requests for
reimbursements;
2) Withholding advance payments otherwise due to the Contractor; or
3) Other action permitted by law.
b. Except where otherwise provided by statute or regulation, the County
will charge interest on an overdue debt. The date from which interest
is computed is not extended by litigation or the filing of any form of
appeal.
XII. CAPTIONS
The section headings and subheadings contained in this Contract are included
for convenience of reference only and shall not define, limit or otherwise affect
the terms, scope, or intent of this Contract.
XIII. BREACH BY THE CONTRACTOR
In addition to the requirements in the Basic Terms and Conditions, the following
apply:
A. In the event of a material breach of any of the provisions of this Contract by
the Contractor, the County may given written notice thereof to the Contractor
by registered or certified mail addressed to the Contractor at the notice
address determined pursuant to this Contract. If such violation is not
corrected to the satisfaction of the County within thirty (30) days after the date
such notice is mailed (or within such shorter or longer time as the County, in
its sole discretion, may determine), the County may, without further prior
notice, declare in writing a default under this Contract and terminate or
suspend this Contract.
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 34 of 35
B. The County also may, if it deems it appropriate, apply to any court, state or
federal, for remedy for breach of contract; for specific performance of this
Contract; for an injunction against any violation by the Contractor of this
Contract; for the appointment of a receiver to take over and operate the
project in accordance with the terms of this Contract; or for such other and
further relief as may be appropriate, it being agreed by the Contractor that the
injury to the County arising from a default under and of the terms of this
Contract would be irreparable and that it would be extremely difficult to
ascertain the amount of compensation to the County, which would afford
adequate relief, in light of the purposes and policies of the CDBG program.
As an alternative, the County may in its sole discretion decide to submit the
matter to arbitration.
XIV. ENTIRE CONTRACT; MODIFICATION
This Contract constitutes the entire agreement between the parties as to the
subject matter hereof and supersedes all prior discussion and understandings
between them. Proposed modifications which are mutually agreed upon shall be
incorporated by written amendment to this Contract signed by a duly authorized
officer or representative of each of the parties hereto. The County and
Contractor agree that this Contract shall be modified if necessary to achieve
compliance with HUD requirements.
XV. TIME OF THE ESSENCE
Time is of the essence in the performance of each party's obligations under this
Contract. Each party will carry out its obligations under this Contract diligently
and in good faith.
Exhibit A
HCS-13-21-1302-224
City of Edmonds
Page 35 of 35
EXHIBIT B
STATEMENT OF WORK
ADA UPGRADES
I. CDBG PROJECT ACTIVITY
The project is eligible under the National Objective of principally benefiting low- and
moderate -income households as an area wide benefit activity serving low- and
moderate -income households. The project is located in Census Tract 050500, Block
Group #4 where 54.4% of the households are low- and moderate -income.
II. PROJECT DESCRIPTION
Real or personal property improved or acquired with CDBG funds under the Contract
will be used for: ADA upgrades along 3`d Avenue S, between Main Street and Pine
Street, including some bulb -outs.
III. USE OF PROPERTY
The Agency agrees to use real and personal property improved or acquired in whole
or in part with CDBG funds provided udder this Contract for the authorized purpose
of ADA Upgrades located along 3�a Avenue 5 between Main Street and Pine
Street Edmonds WA 98020.
IV. MITIGATING FACTORS (see environmental review) None.
Exhibit B
HCS-13-21-1302-224
City of Edmonds
Page 1 of 2
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SNOHOMISH COUNTY
HUMAN SERVICES DEPARTMENT
EXHIBIT C
APPROVED CONTRACT BUDGET
COST REIMBURSEMENT
PROGRAM TITLE: ADA Upqrades
AGENCY: City of Edmonds
ADDRESS: 121 5th Avenue N, Edmonds, WA 98020
CONTRACT PERIOD: March 1, 2014 TO February 28, 2015
REVENUE SOURCES:
FUNDS AWARDED UNDER CONTRACT:
REVENUE SOURCE AMOUNT
HUD -Community Development Block Grant $90,000
CFDA 14.218
TOTAL FUNDS AWARDED: $90,000
NON-FEDERAL MATCHING RESOURCES:
TOTAL NON-FEDERAL RESOURCES: $ 0.00
MATCH REQUIREMENTS FOR CONTRACT: PERCENTAGE: N/A AMOUNT: N/A
OTHER PROGRAM RESOURCES (Identify):
SOURCE PERIOD AMOUNT
funds
3/01/14 to 2/28/15 $35,000
TOTAL OTHER RESOURCES $35,000
Exhibit C
HCS-13-21-1302-224
City of Edmonds
Page 1 of 4
SNOHOMISH COUNTY
HUMAN SERVICES DEPARTMENT
EXPENDITURES
BARS #
CATEGORY
FUND SOURCE:
CDBG
TOTAL
OTHER
RESOURCES
10
Salaries/Wages
20
Benefits
30
Supplies
41
Prof. Services
$35,000
42
Postage
42
Telephone
43
Mileage/Fares
43
Meals
43
Lodging
44
Advertising
45
Leases/Rentals
46
Insurance
47
Utilities
48
Re airs/Maint.
49
Printing
49
Dues/Subscript.
49
Re istr/Tuition
64
Machinery/Equip
Misc.
Construction
$90,000
$90,000
TOTAL
$90,000 $90,000
$35,000
Exhibit C
HCS-13-21-1302-224
City of Edmonds
Page 2 of 4
SNOHOMISH COUNTY
HUMAN SERVICES DEPARTMENT
EXPENDITURE NARRATIVE
Exhibit C
HCS-13-21-1302-224
City of Edmonds
Page 3 of 4
SNOHOMISH COUNTY
HUMAN SERVICES DEPARTMENT
DETAIL SALARIESIWAGES
NOTE: Above figures may reflect rounding
Exhibit C
HCS-13-21-1302-224
City of Edmonds
Page 4 of 4
A�/4� 4-Gr 09---
BASIC TERMS AND CONDITIONS
BETWEEN
SNOHOMISH COUNTY
AND
CITY OF EDMONDS
l 'S D- v2v/,,5-- /;�1, �d `
-, �,A--;1 G/
TABLE OF CONTENTS
I.
PURPOSE.................................................................................................................. 1
II.
DEFINITIONS.............................................................................................................
1
III.
ASSIGNMENT AND DELEGATION............................................................................
3
IV.
SUBCONTRACTING ...............................................................................................
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.......... .................................. 8
XIII.
COMPLIANCE WITH FUNDING SOURCE REQUIREMENTS ................................... 8
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.....................................................................................................
13
XXV.
OWNERSHIP OF MATERIAL...................................................................................
13
XXVI.
OWNERSHIP OF REAL PROPERTY, EQUIPMENT AND SUPPLIES...... ...............
14
XXVII.
RIGHT OF INSPECTION AND ACCESS..................................................................
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-2015-127-224
XXXIII.
AUDIT REQUIREMENTS.........................................................................................
18
XXXIV.
OVERPAYMENTS AND ASSERTION OF LIEN .......................................................
20
XXXV.
INSURANCE.............................................................................................................
21
XXXVI.
INDEMNIFICATION..................................................................................................
23
XXXVII.
DISPUTES.................................................................................................................24
XXXVIII.
RESPONSIBILITY.......................................................................................—...........
24
XXXIX.
COUNTY AUTHORITY.............................................................................................
25
XL.
DRUG -FREE WORKPLACE.....................................................................................
25
XLI.
CHANGES AND MODIFICATIONS..........................................................................
25
XLII.
TERMINATION OR SUSPENSION OF ANY CONTRACT .......................................
25
XLIII.
SEVERABILITY........................................................................................................
28
XLIV.
CONTRACT CLOSE-OUT PROCEDURES..............................................................
28
XLV.
LOBBYING AND CERTIFICATION...........................................................................
28
XLVI.
VENUE STIPULATION.............................................................................................
29
XLVII.
NOTICES..................................................................................................................29
XLVIII.
ACCEPTABLE FORM OF SIGNATURE...................................................................
29
XLIX.
SIGNATURE AUTHORIZATION FORMS.................................................................
30
L.
SURVIVABILITY........................................................................................................
30
LI.
ENTIRE AGREEMENT.............................................................................................
30
LII.
ORDER OF PRECEDENCE ...................... _................... ..,_...................................
30
LIII.
WAIVER....................................................................................................................30
LIV.
EFFECTIVE DATE AND EFFECTIVENESS OF THIS AGREEMENT ......................
30
Basic Terms and Conditions Agreement
City of Edmonds
HSD-2015-127-224
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 "Agency."
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 Agency 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. "Agency" shall mean the entity that is a party to this Agreement, and includes the
Agency's officers, directors, trustees, employees and/or agents unless otherwise
stated in this Agreement. For purposes of this Agreement, neither the Agency nor
its officers, directors, trustees, employees or agents shall be considered an
employee of the County.
C. "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.
D. "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.
E. "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.
F. "Client" shall mean an individual who is eligible for or receiving services provided by
the Agency in connection with any Contract.
G. "Contract" shall mean any agreement between the County and the Agency that
incorporates this Agreement by reference.
H. "Contractor" 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
Basic Terms and Conditions Agreement
City of Edmonds
HSD-2015-127-224
Page 1 of 31
provides services on a fee -for -service or per -unit basis with contractual penalties if it
fails to meet program performance standards.
I. "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.
J. "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.
K. "Equipment" shall mean an article of nonexpendable, tangible personal property or
information technology systems and software having a useful life of more than one
(1) year and an acquisition cost of $5,000 or more per unit.
L. "HIPAX 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.
M. "Nonexpendable personal property" shall mean tangible personal property having a
useful life of more than one (1) year and an acquisition cost of $500 or more per unit.
N. "OMB" shall mean the federal Office of Management and Budget.
O. "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.
P. "Personal property" shall mean property of any kind except real property.
Q. "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/.
R. "Real property" shall mean any interest in land, including land improvements,
structures, and appurtenances thereto, excluding movable machinery and
equipment.
S. "Regulation" shall mean any federal, state, or local regulation, rule, or ordinance.
T. °,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.
U. "Subcontract" shall mean any separate agreement or contract between the Agency
and a Subagency to perform all or a portion of the duties and obligations that the
Agency is obligated to perform pursuant to this Agreement or any Contract.
V. "Subagency" shall mean any person, partnership, corporation, association, or
organization, not in the employment of the Agency, who is performing under contract
with the Agency in any tier, all or part of any services under any Contract
incorporating this Agreement.
Basic Terms and Conditions Agreement
City of Edmonds
H S D-2015-127-224
Page 2 of 31
W. "Subrecipient" shall mean a non-federal entity that expends federal awards received
from a pass -through entity to carry out a federal program, but does not include an
individual 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.
X. "Supplies" shall mean all tangible personal property other than equipment.
Y. -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.
Z. "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 Agency can document to the written satisfaction of
the County some different period.
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 Agency 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 Agency's obligations
by the third party.
IV. SUBCONTRACTING
A. The Agency shall not subcontract work or services provided under any Contract
without obtaining the prior express written authorization of the County.
B. Subagencies are prohibited from subcontracting for direct client services without the
prior express written approval of the County.
C. The Agency shall be responsible for the acts and omissions of its Subagencies.
D. At the County's request, the Agency will forward to the County copies of
Subcontracts and fiscal, programmatic, and other material pertaining to
Subcontracts.
E. Every Subcontract entered into by the Agency 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:
1. Definitions;
2. Assignment and delegation;
Basic Terms and Conditions Agreement
City of Edmonds
HSD-2015-127-224
Page 3 of 31
3. Subcontracting;
4. Duplication of effort;
5. Relationship of parties;
6. Debarment and suspension;
7. Conflicts of interest and kickbacks;
8. Covenant against contingent fees;
9. Performance standards and licensing;
10. Services provided in accordance with law;
11. Compliance with funding source requirements;
12. Compliance with Snohomish County Human Rights Ordinance;
13. Nondiscrimination and affirmative action;
14. Noncompliance with nondiscrimination plan;
15. Client grievances;
16. Confidentiality;
17. Background checks;
18. Treatment of client assets;
19. Reports;
20. Maintenance of records;
21. Rights in data;
22.Ownership of material;
23.Ownership of real property, equipment and supplies;
24. Right of inspection and access;
25. Treatment of assets;
26. Procurement standards;
27. Fiscal accountability standards;
28.Audit requirements;
29. Insurance;
30. Indemnification;
31. Responsibility;
32. Drug -free workplace; and
33. Lobbying and certification.
F. If the Agency delegates responsibility for determining service recipient eligibility to
the Subagency, the Subcontract shall include:
Basic Terms and Conditions Agreement
City of Edmonds
HSD-2015-127-224
Page 4 of 31
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:
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 Agency's obligations under the Subcontract;
2. Only subcontracting with entities or persons that maintain appropriate license,
certification or government approvals when required;
3. Responsibility for Subagency compliance with the Subcontract terms, including
reporting procedures; and
4. Seeking appropriate administrative, contractual, or legal remedies for Subagency
breach of Contract terms.
V. DUPLICATION OF EFFORT
The Agency 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 Agency 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 Agency, 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 Agency shall direct and control Agency'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.
VII. DEBARMENT AND SUSPENSION
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. Agencies and Subagencies 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
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under federal Executive Order 12549 and federal Executive Order 12689,
"Debarment and Suspension." Agencies shall consult and require their Subagencies
at any tier, when charged as direct cost, to consult the consolidated 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 an Agency believes that there are compelling reasons for making an award to a
debarred, suspended, or voluntarily excluded person in a particular case, the
Agency may apply for a waiver from this requirement, pursuant to federal Executive
Order 12549. Such waivers will be granted only in unusual circumstances upon the
written determination, by an authorized federal agency official, of the compelling
reasons justifying the participation.
C. The Agency, by signature to this Agreement and to each Contract into which this
Agreement is incorporated, certifies that the Agency 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 Agency also agrees to include the following required language in all
Subcontracts into which it enters, resulting directly from the Agency's duty to provide
services under any Contract:
LOWER TIER COVERED TRANSACTIONS
1. The lower tier subagency 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 subagency is unable to certify to any of the statements in the
contract, such subagency shall attach an explanation to the contract.
E. The Agency shall notify the County within one (1) business day of any debarment
proceedings brought against it or any of its Subcontractors.
VIII. CONFLICTS OF INTEREST AND KICKBACKS
A. The Agency's employees, subagencies, 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 Agency's employees, subagencies, 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 Agency 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 Agency 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 Agency or
an agent or representative of the Agency to any officer or employee of the County,
with a view towards securing any Contract or securing favorable treatment with
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IX.
In
Q
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 Agency, 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 Agency or agencies contracting with the Agency under
authority of this Agreement:
1. Misconduct of Public 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 an Agency that is a local governmental entity if it is found that
the Agency has violated the Code of Ethics for Municipal Officers — Contract
Interests, Chapter 42.23 RCW.
COVENANT AGAINST CONTINGENT FEES
The Agency 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 Agency for the purpose of securing business. In the event of
breach of this clause by the Agency, 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 Agency 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.
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XII. SERVICES PROVIDED IN ACCORDANCE WITH LAW
The Agency 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 Contract.
XIII. COMPLIANCE WITH FUNDING SOURCE REQUIREMENTS
The Agency shall comply with all conditions, terms and requirements of any funding
source that wholly or partially funds the Agency's work under any Contract.
XIV. PROPRIETARY SOFTWARE APPLICATIONS
In the event the Agency accesses the County's proprietary software applications to
perform any work under any Contract, the Agency 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 Agency 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 Agency of the Agency's compliance with the
requirements of Chapter 2.460 SCC. If the Agency 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 Agency's obligations under other federal,
state, or local laws against discrimination.
XVI. NONDISCRIMINATION AND AFFIRMATIVE ACTION
During the performance of any Contract, the Agency and its Subagencies, 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:
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1. The Agency and its Subagencies, 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 Agency and its Subagencies, 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 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 Agency and its Subagencies, 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 Agency'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 Agency or any Subagency
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. Agencies 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:
The Agency and its Subagencies, 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.
2. The Agency and its Subagencies, if any, shall abide by all provisions of 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.
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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 Subagency in
order to prohibit discrimination or unequal treatment. The Agency shall ensure
full compliance with the provisions of this clause.
XVII. NONCOMPLIANCE WITH NONDISCRIMINATION PLAN
In the event of the Agency'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 Agency ineligible for further Contracts with the County.
The County may, however, give the Agency a reasonable time to cure the
noncompliance, at the County's discretion.
XVIII. CLIENT GRIEVANCES
A. The Agency shall establish procedures through which applicants for and recipients
of services under any Contract may present grievances concerning the activities of
the Agency or any Subagencies related to service delivery. The procedures shall be
written and submitted to the County for approval. The Agency 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 Agency's decision before representatives of the Agency. 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 Agency 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
Agency 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 Agency 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 Agency 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 Agency to employ reasonable security measures, which
include restricting access to the Confidential Information by:
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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;
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
b. Encrypt the Confidential Information, including:
(i) Email and/or email attachments; and
(ii) 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.
B. 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.
C. 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.
D. 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 Agency may be required to provide additional safeguards and acknowledgment
of recipient rights under HIPAA, in accordance with the Agency's independent
HIPAA obligations or those required by any Contract.
XX. BACKGROUND CHECKS
A. Any Agency 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.
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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
convicted of crimes listed in RCW 43.43.830 and RCW 43.43.842 are prohibited
from having access to program participants.
XXI. TREATMENT OF CLIENT ASSETS
Unless otherwise provided in any Contract, the Agency shall ensure that any adult client
receiving services from the Agency under any Contract has unrestricted access to the
client's personal property. The Agency shall not interfere with any adult client's
ownership, possession, or use of the client's property. The Agency 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 Agency 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 Agency from implementing such lawful and reasonable policies, procedures and
practices as the Agency 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
The Agency 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.
XXIII. MAINTENANCE OF RECORDS
A. The Agency shall retain for a period of six (6) years from the termination of any
Contract unless required otherwise by law:
1. 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 Agency's invoices to the County under that Contract;
and
5. All records sufficient to substantiate the Agency'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 Agency
shall retain all related records until the litigation, audit, or claim has been finally
resolved.
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XXIV. RIGHTS IN DATA
All documents, program materials, books, manuals, films, reports, fiscal, and other data
developed by the Agency under any Contract shall be for the common use of the
Agency, 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:
A. The Agency 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 Agency 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 Agency 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 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 Agency has the right to
grant such license without becoming liable to pay compensation to others because
of such grant. The Agency 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 Agency shall report to the County promptly and in written detail
each notice or claim of copyright infringement received by the Agency 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 Agency 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. §§ 2000d et seq., the
ADA, and the Rehabilitation Act.
XXV. OWNERSHIP OF MATERIAL
Material created by the Agency 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;
studies; surveys; tapes; and/or training materials. Material which the Agency uses to
perform this Agreement or any Contract, but is not created for or paid for by the County
is owned by the Agency and is not "work made for.hire"; however, the County shall have
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(►' ,1W
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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 Agency
has a right to grant such a license.
OWNERSHIP OF REAL PROPERTY, EQUIPMENT AND SUPPLIES
A. Purchased by the Agency:
1. Title to all property, equipment and supplies purchased by the Agency with funds
from any Contract shall vest in the Agency. 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 not
be renewed, the Agency shall request disposition instructions from the County. If
the per unit fair market value of equipment is under $5,000, the Agency 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 Agency shall request
disposition instructions from the County. If the total aggregate fair market value
of supplies is under $5,000, the Agency 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 Agency 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 Agency shall request disposition instructions from the County.
RIGHT OF INSPECTION AND ACCESS
The Agency 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 Agency and which is claimed as an acquisition cost, shall pass
to and vest in the County upon delivery of such property by the Agency and shall
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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 Agency elects to
capitalize and depreciate such nonexpendable personal property in lieu of claiming
the acquisition cost, title to such property shall remain with the Agency. An election
to capitalize and depreciate or claim acquisition cost as a direct cost shall be
irrevocable 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 Agency or its
Subagencies 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 Agency 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 Agency 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 RCW, unless otherwise
approved by the County.
E. The Agency 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 Agency shall maintain records, perform inventories, and maintain control
systems to prevent loss, damage, or theft of County property. The Agency 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
Subagency that is in possession of such property provided under a Subcontract
to any Contract, at the end of the Agency'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 Agency or Subagencies or failure on the part
of the Agency or Subagencies 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 Agency, 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 Agency and any Subagency shall surrender to the County all property of the
County within thirty (30) calendar days after rescission, termination, cancellation, or
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expiration of this Agreement, or any Contract, unless otherwise mutually agreed
between the Agency or Subagency and the County.
H. County- approval is required prior to all purchases of non -expendable personal
property.
XXIX. PROCUREMENT STANDARDS
Agencies 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. Agencies and Subagencies 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
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procurement documents and justifications for noncompetitive procurement, if
applicable.
F. Agencies shall procure all materials, property, supplies or services in a manner that
balances fiscal and environmental stewardship in accordance with the requirements
of the Snohomish County Environmentally Preferable Purchasing and Utilization
Policy Statement available for review and download on the County website.
XXX. FISCAL ACCOUNTABILITY STANDARDS
A. During the Contract period, the Agency 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 Agency from
the County;
6. Procedures to assure all costs are allowable, reasonable, and are properly
allocated to each 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 Agency 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.
XXXI. 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 Agency will submit monthly written claims for reimbursement for services
rendered under any Contract by the tenth calendar day of the month following the
month services were provided. Written claims for reimbursement received after the
tenth 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.
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C. If written claims for reimbursement are not submitted within ninety (90) calendar
days of the close of the month of service provision, those claims may not be
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.
E. The Agency shall not bill the County, and the County shall not pay the Agency, if the
Agency 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 Agency may request budget revisions which shall be in writing in a format
prescribed by the County.
A. Line item shifts less than ten percent (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. Agencies are to procure audit services based on the following guidelines:
1. The Agency shall maintain its records and accounts so as to facilitate the
County's audit requirement and shall ensure that Subagencies also maintain
auditable records.
2. The Agency is responsible for any audit exceptions incurred by its own
organization or that of its Subagencies.
3. The County reserves the right to recover from the Agency all disallowed costs
resulting from the audit.
4. As applicable, the Agency 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 Agency must
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respond to County requests for information or corrective action concerning audit
issues within thirty (30) calendar days of the date of request.
B. OMB Audits
1. Effective for fiscal years beginning prior to December 26, 2014, the Agency shall
follow OMB Circular A-133, Audits of States, Local Governments and Non -Profit
Organizations.
2. Effective for fiscal years beginning on or after December 26, 2014, the Agency
shall follow OMB Uniform Guidance: Cost Principles, Audit, and Administrative
Requirements for Federal Awards.
3. If the Agency is a subrecipient of federal awards as defined by OMB, the Agency
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 the pass -through entity. The
Agency shall make its records available for review or audit by officials of the
federal awarding agency, the General Accounting Office, and the County. The
Agency shall incorporate OMB audit requirements into all Contracts between the
Agency and its Subagencies that are subrecipients. The Agency shall comply
with any future amendments to OMB Uniform Guidance and any successor or
replacement circular or regulation.
4. The Agency shall maintain internal controls that provide reasonable assurance
that the Agency 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.
5. The Agency shall comply with the Omnibus Crime Control and Safe Streets Act
of 1968 (Pub. L. 90-351, 84 Stat. 197); 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.
6. If the subrecipient Agency expends $500,000 or more in federal awards from any
and/or all sources in for fiscal years beginning prior to December 26, 2014
($750,000 or more for fiscal years beginning on or after December 26, 2014), the
Agency shall procure and pay for a single or program -specific audit for that year.
This requirement also applies when a subrecipient Agency has received a federal
loan with continuing compliance requirements, regardless of when the loan
originally occurred. Upon completion of each audit, the Agency shall submit to
the Federal Audit Clearinghouse the data collection form and reporting package
specified in OMB Uniform Guidance. 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.
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A copy of the audit report (including any management letters) shall also be sent
to:
Administrative Services Division Manager
Human Services Department
3000 Rockefeller Avenue, M/S 305
Everett, WA 98201
Or emailed to: HSD.Fiscal@snoco.org
7. The Agency shall follow up on and develop corrective action plans for all audit
findings, in accordance with OMB Uniform Guidance, and prepare a "Summary
Schedule of Prior Audit Findings."
8. If the Agency 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 Agency in accordance with OMB Uniform Guidance. .
C. Other Audits
1. Agencies that expend less than $500,000 in federal awards ($750,000 for fiscal
years beginning on or after December 26, 2014), Agencies that are private for -
profit agencies, Agencies that are solely state funded and/or Agencies that are
identified as Contractors 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 Agencies, 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 Agency must send a copy of the audit report/review engagement no later
than nine (9) months after the end of the Agency'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 Agency under any Contract, the County may secure repayment,
plus interest, if any, through the filing of a lien against the Agency'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.
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A. By the date of execution of any Contract, the Agency shall procure and maintain for
the duration of any Contract, insurance against claims for injuries to persons or
damages to property which may arise from, or in connection with, the performance
of work hereunder by the Agency, its agents, representatives, employees, and/or
subagencies. The costs of such insurance shall be paid by the Agency or
subagencies. The Agency may furnish separate certificates of insurance and policy
endorsements for each subagency as evidence of compliance with the insurance
requirements of this Agreement and any Contract. The Agency is responsible for
ensuring compliance with all of the insurance requirements stated herein. Failure by
the Agency, its agents, employees, officers, and or subagencies to comply with the
insurance requirements stated herein shall constitute a material breach of any
Contract.
For all coverages, each insurance policy shall be written on an "occurrence" form;
except that insurance on a "claims made" form may be acceptable with prior County
approval.
If coverage is approved and purchased on a "claims made" basis, the Agency
warrants continuation of coverage, either through policy renewals or the purchase of
an extended discovery period, if such extended coverage is available, for not less
than three years from the date any Contract termination, and/or conversion from a
"claims made" form to an "occurrence" coverage forms
By requiring such minimum insurance, the County shall not be deemed or construed
to have assessed the risks that may be applicable to the Agency under any
Contract. The Agency shall assess its own risks and, if it deems appropriate and/or
prudent, maintain greater limits and/or broader coverage.
Nothing contained within these insurance requirements shall be deemed to limit the
scope, application and/or limits of the coverage afforded by said policies, which
coverage will apply to each insured to the full extent provided by the terms and
conditions of the policy(s). Nothing contained within this provision shall affect and/or
alter the application of any other provision contained within this Agreement or any
Contract.
B. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. General Liability: Insurance Services Office form number (CG 00 01) covering
COMMERCIAL GENERAL LIABILITY.
2. Professional Liability: Professional Liability, Errors, and Omissions coverage. In
the event that services delivered pursuant to any Contract, either directly or
indirectly, involve or require professional services, Professional Liability, Errors,
and Omissions coverage shall be provided. "Professional Services", for the
purpose of this section, shall mean any services provided by a licensed
professional or those services that require professional standards of care.
3. Automobile Liability: In the event that services delivered pursuant to any
Contract require the use of a vehicle or involve the transportation of clients by
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Agency personnel in Agency -owned vehicles or non -owned vehicles, the Agency
shall provide evidence of the appropriate automobile coverage. Insurance
Services Office form number (CA 00 01) covering BUSINESS AUTO
COVERAGE, symbol 1 "any auto"; or the appropriate coverage provided by
symbols 2, 7, 8, or 9.
4. Workers' Compensation: Workers' Compensation coverage, as required by the
Industrial Insurance Act of the State of Washington, as well as any similar
coverage required for this work by applicable federal or "Other States" state law.
5. Stop Gap/Employers Liability: Coverage shall be at least as broad as the
protection provided by the Workers' Compensation policy Part 2 (Employers
Liability) or, in states with monopolistic state funds, the protection provided by the
"Stop Gap" endorsement to the general liability policy.
C. Minimum Limits of Insurance
The Agency shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence by bodily
injury, personal injury, and property damage, and for those policies with
aggregate limits, a $2,000,000 aggregate limit.
2. Professional Liability, Errors, and Omissions: $1,000,000 per claim and in the
aggregate.
3. Automobile Liability: $1,000,000 combined single limit per accident for bodily
injury and property damage. Except if the transport of clients by Agency
personnel is involved, then Risk Management will review the appropriate amount
of coverage.
4. Workers' Compensation: Statutory requirements of the state of residency.
5. Stop Gap/Employers Liability: $1,000,000.
D. Deductibles and Self -Insured Retentions
Any deductibles or self -insured retentions must be declared to, and approved by, the
County. The deductible and/or self -insured retention of the policies shall not apply to
the Agency's liability to the County and shall be the sole responsibility of the Agency.
E. Other Insurance Provisions
The insurance policies required in this Agreement and any Contract are to contain,
or be endorsed to contain, the following provisions:
1. Liability Policies except Professional/Errors and Omissions and Workers
Compensation
a. The County, its officers, officials, employees, and agents are to be covered as
additional insureds as respects liability arising out of activities performed by or
on behalf of the Agency in connection with any Contract (CG 2010 11/85 or
its equivalent).
b. The Agency's insurance coverage shall be primary insurance as respects the
County, its officers, officials, employees, and agents. Any insurance and/or
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1 %1W
self-insurance maintained by the County, its offices, officials, employees, or
agents shall not contribute with the Agency's insurance or benefit the Agency
in anyway.
c. The Agency's insurance shall apply separately to each insured against whom
claim is made and/or lawsuit is brought, except with respect to the limits of the
insurer's liability.
2. All Policies
Coverage shall not be suspended, voided, canceled, reduced in coverage or in
limits, except by the reduction of the applicable aggregate limit by claims paid,
until after 45 days prior written notice has been given to the County.
F. Acceptability of Insurers
Unless otherwise approved by the County, insurance is to be placed with insurers
with a Bests' rating of no less than A: Vlll, or, if not rated with Bests, with minimum
surpluses the equivalent of Bests' surplus size Vill.
Professional Liability, Errors, and Omissions insurance may be placed with insurers
with a Bests' rating of B+VII. Any exception must be approved by the County.
If, at any time, the foregoing policies shall fail to meet the above minimum
requirements, the Agency shall, upon notice to that effect from the County, promptly
obtain a new policy, and shall submit the same to the County, with appropriate
certificates and endorsements, for approval.
G. Verification of Coverage
The Agency shall furnish the County certificates of insurance and endorsements
required by this Agreement and any Contract. The certificates and
endorsements for each insurance policy are to be signed by a person authorized
by that insurer to bind coverage on its behalf. The certificates and endorsements
for each insurance policy are to be on forms approved by the County prior to the
commencement of activities associated with any Contract. The County reserves
the right to require complete, certified copies of all required insurance policies at
any time.
2. If the Agency 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.
INDEMNIFICATION
A. The Agency shall protect, defend, indemnify and hold harmless Snohomish County,
its officers, elected officials, agents, 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 Agency or its Subagencies, 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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XXXV I I
XXXV I I I
Contract or any act, error, or omission of the Agency, Agency's employees, agents,
or Subagencies, whether by negligence or otherwise.
B. The Agency 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 the sole negligence and/or
willful misconduct of Snohomish County and/or its employees acting within the
scope of their employment.
C. With respect to the Agency'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 Agency further agrees to waive its immunity under the
Industrial Insurance Act, Title 51 RCW, as respects the County only, for any injury or
death suffered by the Agency's employee(s) caused by or arising out of the
Agency's acts, errors or omissions in the performance of this Agreement and any
Contract. This waiver is mutually negotiated by the parties.
D. The Agency'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
Agency, Agency's employees, agents, or Subagencies.
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 Agency. 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 Agency 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 Agency's name, address, and its County contract number.
RESPONSIBILITY
Each party to this Agreement shall be responsible for the negligence of its officers,
employees, agents, and Subagencies 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 Subagency, no party to this Agreement shall be responsible for
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the acts and/or omissions of entities or individuals not a party to this Agreement or any
Contract. The County and the Agency 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 Agency agree to notify the attorneys
of record in any tort lawsuit where both are parties if either County or the Agency 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.
XXXIX. 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.
XL. DRUG -FREE WORKPLACE
The Agency 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.
XLI. 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.
XLII. TERMINATION OR SUSPENSION OF ANY CONTRACT
A. Termination for Convenience:
The County or Agency 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.
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B. Termination for Lack of Funding:
1. 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 Agency 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 Agency from incurring additional obligations thereunder,
during investigation of suspected noncompliance. The County may also take
these actions pending corrective action by the Agency 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 Agency with written notice of the Agency's
noncompliance and provide the Agency a reasonable opportunity to correct the
Agency's noncompliance. If the Agency does not correct the Agency'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 Agency 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 Agency in the performance of any
Contract.
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E. Suspension or Termination Procedures
1. Suspension or Termination by County
Upon receipt of the notice of suspension or termination of any Contract, unless
otherwise directed by the County in writing, the Agency 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 Agency
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 Agency
a. The Agency may terminate any Contract for default, in whole or in part, by
written notice to the County, if the Agency has a reasonable basis to believe
that the County has:
(i) Failed to meet or maintain any requirement for contracting with the
Agency;
(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 Agency may terminate any Contract for lack of County
performance, the Agency 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 Agency may then
terminate the Contract.
3. Delivery and Preservation of County Assets; Recovery of Costs
Upon termination of a Contract by either party, the Agency shall promptly deliver
to the County all County assets (property) in the Agency'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 Agency shall be
charged with all reasonable costs of recovery, including transportation. The
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XLIII
XLIV
XLV
Agency shall take reasonable steps to protect and preserve any property of the
County that is in the possession of the Agency pending return to the County.
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 Agency 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 Agency 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 Agency was not at default for lack of performance; or
(ii) If the Agency terminated a Contract for lack of County performance.
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.
CONTRACT CLOSE-OUT PROCEDURES
A. The Agency shall submit within thirty (30) calendar 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 Agency after fully
considering the results of the final audit.
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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XLVI
IQ-1kTA
XLVIII
be used for working for or against ballot measures, or for or against the candidacy of
any person for public office.
C. The Agency 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 Agency, 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 Agency must file a disclosure form in
accordance with 45 CFR § 93.110.
D. The Agency shall include a clause in all Subcontracts restricting Subagencies from
lobbying in accordance with this section and requiring Subagencies to certify and
disclose accordingly.
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.
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 Agency
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
received by the County shall be deemed given on the date received. Either party
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.
ACCEPTABLE FORM OF SIGNATURE
Both parties agree handwritten signatures executed to electronic records shall be
considered equivalent to handwritten signatures executed on paper. Scanned copies of
signed contract documents will be considered original signatures, unless specified in a
Contract that an original signature is required. Contract documents include, but are not
Basic Terms and Conditions Agreement
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HSD-2015-127-224
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limited to, contracts, amendments, certifications, budget revision forms, invoices, and
reports.
XLIX. SIGNATURE AUTHORIZATION FORMS
The Agency shall submit a Signature Authorization Form annually and upon request
from the County. The Signature Authorization Form shall require original signatures
and shall reflect the authorized signatory(ies) of the Agency 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 and amendments from the County. Changes to signature
authority of the Agency 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.
LIII. 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 Agency. 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.
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HSD-2015-127-224
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SNOHHO�MQIS COUNTY- AGEN
By: 1 �""" — IS By: ��-
Kenn h tark, Director (bate) Sig ture (Date)
Huma ervices Department
Title
Reviewed and approved per
memorandum dated 1/2/2015:
PA File No. HS-14-019G
Deputy Prosecuting Attorney
Reviewed and approved
By Keith Mitchell, County Risk Manager
as of January 2015
RECEIVED
FEB 1 1 2015
HUMAN SERVICE
DEPARTMFNI-T
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