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HomeMy WebLinkAboutHistoric Documents and Preservation Funds Grant Agreement for CWU LibraryHISTORIC DOCUMENTS AND PRESERVATION FUNDS GRANT AGREEMENT This Historic Documents and Preservation Grant Agreement ("Agreement") is entered into between KITTIT AS COUNTY, a political subdivision of the State of Washington (the "County"), and CENTRAL WASHINGTON UNIVERSITY, Dr. James E. Brooks Library, Archives and Special Collections Department ("Recipient"). ARTICLE I -PURPOSE AND TERM Section 1.1 Purpose: The purpose of this Agreement is for a digital audio preservation project. Section 1.2 Term: This Agreement shall t ake effect January 1, 2015 and terminate on December 31 ,2015. ARTICLE 11 -GRANT AMOUNT, USE AND BUDGET Section 2.1 Grant Amount: The Recipient is awarded a total of up to $2,500.00 (the "Grant Award") to be administered as follows. Section 2.2 Use of Grant. The Recipient shall use the Grant Award solely for the purposes and in the manner described in Exhibit A -Statement of Work and Project Timeline (the "Project"). Adjustments to Proposed Project Timelines may be requested in writing to the Board of Kittitas County Commissioners . These requests may be granted or denied at the discretion 0 f the Board of Kittitas County Commissioners . Section 2.3 Budget. The Grant Award shall be expended by the Recipient as set forth in Exhibit B -Budget. Adjustments to Proposed Project Budgets may be requested in writing to the Board of Kittitas County Commissioners . These requests may be granted or denied at the discretion 0 f the Board of Kittitas County Commissioners. ARTICLE III -DISBURSEMENTS Section 3.1 Disbursement of Grant Award Funds. Not more frequently than once a month, the Recipient may request disbursement from the Grant Award. Each disbursement request must be made by the Recipient submitting to the County at the address specified in Section 5.2 a properly completed Reimbursement Request form. The request must identify the work performed and be accompanied by a summary of all allowable costs and expenses incurred for which the Recipient is seeking disbursement, unless further documentation is requested by the Kittitas County Auditor's Office or the BOCC. The Recipient will be subject to periodic on-site audits to ensure that satisfactory supporting Historic Preservation Grant Agreement CWU -Dr. lames E . Brooks Library Page 1 of8 documentation of all allowable costs and expenses are being kept. Within 30 days of its receipt of the request and satisfactory supporting documentation, and subject to the other terms and conditions contained in this Agreement, the County shall pay the amount of the invoice to the Recipient at the address specified in Section 5.2. Section 3.2 Disbursement Limitations . In no event will the County ever be required to disburse funds in excess of the Grant Award. In addition, unless expressly provided otherwise in this Agreement: (a) no disbursements will be made in advance of costs or expenses being incurred; and (b) no costs or expenses incurred by the Recipient prior to the effective date of this Agreement, or after its termination, are eligible for reimbursement. Section 3.3 Disbursement Without Prejudice. Any disbursement made by the County to the Recipient shall be without prejudice to the County's rights later to challenge the propriety of the Recipient's claimed costs or expenses. Section 3.4 Withholding Disbursements. If the Recipient fails to perform any obligation under this Agreement and the failure has not been cured within 10 days following oral or written notice from the County or the Committee, the County may, without penalty and in its sole discretion and upon written notice to the Recipient, withhold all monies otherwise due the Recipient until such failure to perform is cured. This right to withhold disbursements is in addition to all other rights and remedies the County may have available to it under this Agreement or under law. ARTICLE IV-REPORTS AND RECORDKEEPING Section 4.1 Annual Report. Except as may otherwise be provided in Exhibit A, and upon request from time to time, the Recipient shall provide an annual a report on the progress made on their Project. Such progress reports shall be provided by the Recipient to the Kittitas County Auditor's Office at its address specified in Section 5.2. Section 4.2 Record Retention; Review. The Recipient shall maintain records sufficient to fully document its compliance with all contractual, grant and legal requirements. Upon reasonable advance notice, the Recipient shall provide the County, or its authorized agents, with full access to all of the Recipient's records relating to this Agreement or the Project. The Recipient agrees to be financially and legally responsible for any audit exceptions or other irregularities in its performance or recordkeeping, including but not limited to impermissible or unauthorized use of Grant Award funds. This section shall survive termination of this Agreement. ARTICLE V -CONTRACT ADMINISTRATION AND NOTICES Section 5.1 Personnel. The Recipient will secure at its own expense all labor and materials required to perform any work in connection with the Project. The Recipient shall be responsible for all applicable payroll, labor and industries premiums, and taxes. All employees and subcontractors of the Recipient shall be covered by Industrial Insurance in Historic Preservation Grant Agreement CWU -Dr. lames E. Brooks Library Page 2 of8 full compliance with title 51 of the Revised Code of Washington ("RCW"). Section 5.2 Contract Representatives. The parties' designated representatives shall be responsible for the administration of this Agreement and for receiving notices given in connection with this Agreement. The following are designated as the representatives of the parties. FOR THE COUNTY: Judy Pless, Budget & Finance Manager County Auditor's Office FOR THE RECIPIENT: 205 West 5th -Suite 105 Ellensburg W A 989526 509-962-7502 Judy.pless@co.kittitas .wa.us Steve Hussman, CWU Archivist Dr. James E. Brooks Library Archives & Special Collections Department 400 East University Way Ellensburg, W A 98926 A party may change its designated representative or address by providing written notice to the other party. Section 5.3 Notices . Any notice required or permitted to be made under this Agreement may be given personally, by facsimile, or by first-class, registered or certified mail. A notice personally delivered to the other party is deemed given upon proper delivery. A notice sent by first-class, registered or certified mail is deemed given three days after mailing, if properly addressed and having proper postage. Notices delivered by facsimile shall be deemed to have been given on the date of transmission if received during the recipient's business day or, if not, on the recipient's next business day. E-mail addresses, if listed in this Agreement, are provided only for convenience and not for notice purposes . ARTICLE VI -INSURANCE Section 6.1 Professional Legal Liability. The Recipient will maintain professional legal liability or professional errors and omissions coverage appropriate to the Recipient's profession. The coverage will have a limit of not less than One Million Dollars ($1 million) per occurrence. The coverage will apply to liability for a professional error, act or omission arising out of the Recipient's services under the Agreement. The coverage will not exclude bodily injury or property damage. The coverage will not exclude hazards related to the work rendered as part of the Agreement or within the scope of the Recipient's services under the Agreement, including testing, monitoring, measuring operations or laboratory analysis where such services are rendered under the Agreement. Historic Preservation Grant Agreement CWU -Dr. James E. Brooks Library Page 3 of8 Section 6.2 Miscellaneous Insurance Provisions. A. The policy shall be endorsed and the certificate shall reflect that the County, its officers, officials, employees, agents and representatives, are an additional insured with respect to activities under the contract, and the policy will contain no special limitations on the scope of protection afforded to the County, its officers, officials, employees, agents and representatives as an additional insured. B. The certificate will , at a minimum, list limits of liability and coverage . The Recipient will furnish the County with properly executed certificates of insurance or a signed policy endorsement, including the additional-insured provision, which will clearly evidence all insurance required in this Section, before work under this Agreement shall commence, but no later than Ten (10) days after the effective date of this Agreement. Acceptable forms of evidence are the endorsement pages of the policy showing the County as an additional insured. C. The Recipient will maintain all required policies in force from the time services commence until services are completed. The Recipient will provide a current or updated copy of all insurance policies specified in the Agreement upon the request of the County . Certificates, policies and endorsements scheduled to expire before completion of services will be renewed before expiration. The certificate will provide that the underlying insurance contract may not be canceled, or allowed to expire, except on 30-days' prior written notice to the County. Any certificate or endorsement limiting or negating the insurer's obligation to notify the County of cancellation or changes must be amended so as not to ncgatc thc intent of this provision. Written notice uf cancellation or change must be delivered to the County as set forth in Sections 5.2 and 5.3 . D. If the Recipient's liability coverage is written as a claims-made policy, then the Recipient must evidence the purchase of an extended-reporting period or "tail" coverage for a three-year period after completion of the services. E. The Recipient's liability insurance provisions will be primary with respect to any insurance or self-insurance programs covering the County, its elected and appointed officers, officials, employees, agents and representatives. F. Any failure to comply with reporting provisions of the policies will not affect coverage provided to the County, its officers, officials, employees, agents or representatives . ARTICLE VII -INDEMNIFICATION Section 7.1 Indemnification . To the fullest extent permitted by law, the Recipient shall indemnify, defend and hold harmless the County, the Committee and the BOCC, and all Historic Preservation Grant Agreement CWU -Dr. James E . Brooks Library Page 4 of8 County officials, officers, employees, agents and each of them, from and against all claims in any way resulting from or arising out of the performance of this Agreement, whether such claims arise from the actual or alleged acts, errors or omissions of the Recipient, its subcontractors, third parties, the County, or the BOCC, or anyone directly or indirectly employed or supervised by any of them or anyone for whose acts, errors or omissions any of them may be liable . "Claim" means any loss, claim, suit, action, liability, damage or expense of any kind or nature whatsoever, including but not limited to attorneys' fees and costs, attributable to personal or bodily injury, sickness, disease or death, or to injury to or destruction of property, including the loss of use resulting therefrom . Section 7.2 Waiver of RCW Title 51 Immunity. Solely for purposes of this indemnification provision, the Recipient expressly waives its immunity under Title 51 RCW and acknowledges that this waiver was mutually negotiated by the parties. The Recipient's duty to indemnify, defend and hold harmless shall survive termination of this Agreement. ARTICLE VIII-NONDISCRIMINATION AND LEGAL COMPLIANCE Section 8.1 Nondiscrimination. The Recipient shall not discriminate against any employee or applicant for employment, or program participant or program participant applicant, on account of race, color, sex, religion, national origin, creed, marital status, age, Vietnam era or disabled veterans status, or the presence of any sensory, mental or physical handicap with respect to any program participation, employment upgrading, demotion, transfer, recruitment or selection for training, including apprenticeships and volunteers. This prohibition does not apply, however, to a religious corporation, association, educational institution or society with respect to the employment of individuals of a particular religion to perform work connected with the carrying on by such corporation, association, educational institution or society of its activities. Section 8.2 Compliance with Laws. The Recipient and its officials, officers, employees, agents and subcontractors shall comply with all applicable federal, state and local laws, regulations, rules and policies, the County, and the BOCC shall have no obligation to ensure such compliance. ARTICLE IX -TERMINATION Section 9.1 Termination for Loss of Funding. The County shall have the right to terminate this Agreement upon advance wlitten notice if the funds relied upon for the Grant Award are terminated, suspended or otherwise lost or impaired in whole or in part. Section 9.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon giving the other party at least 30 days' advance written notice. In that event, the Recipient will be entitled to payment only for those expenses and costs reasonably and actually incurred prior to the effective date of the termination. Historic Preservation Grant Agreement CWU -Dr. James E . Brooks Library Page 5 of8 Section 9.3 Termination for Default. If either party defaults in its performance under this Agreement, the nondefaulting party may give the defaulting party written notice that it has 30 days in which to cure the default. If the default is not cured within 30 days of notice , the nondefaulting party may terminate the contract. In the event of such a termination, the nondefaulting party shall have all rights and remedies available to it under law . ARTICLE X -MISCELLANEOUS Section 10.1 Permissible-Use Warranty. The Recipient warrants that its planned and actual uses of the Grant Award constitute permissible uses . This section shall survive termination of this Agreement. Section 10.2 Organizational-Status Warranty. The Recipient warrants that it IS duly organized, existing and in good standing under the laws of the State of Washington. Section 10.3 Relationship of Parties. This Agreement, and the parties' and the County's activities under it, shall not be construed as creating any kind of partnership or joint venture, nor shall it be construed as creating any kind of independent contractor, agency or employment relationship between the parties or the County. Section 10.4 No Third-Party Rights. This Agreement is entered into by the parties solely for their own benefit and it creates or grants no rights of any kind in any other party . Section 10.5 Assignment. The Recipient shall not assign any of its rights or delegate any of its duties under this Agreement without the prior express written consent of the County, which may be granted or refused in the County's sole discretion. Section 10.6 Choice of Law; Venue; Jurisdiction. This Agreement shall be governed by the laws of the State of Washington. In the event of a legal proceeding, venue shall be only in a court of competent jurisdiction in Kittitas County. Each party hereby consents to the personal jurisdiction of the courts of the State of Washington, County of Kittitas. This section shall survive the termination of this Agreement. Section 10.7 Waiver. No term or condition of this Agreement shall be deemed waived unless such waiver is expressly agreed to in writing by the party granting the waiver. In addition, waiver of any breach of this Agreement shall not be deemed a waiver of any prior or subsequent breach . Section 10.8 Amendment. This Agreement can be amended only by a writing executed by the parties. Section 10.9 Entire Agreement. The parties acknowledge that this Agreement is the complete expression of their agreement regarding the subject matter of this Agreement. Any oral or written representations or understandings not incorporated into this Agreement Historic Preservation Grant Agreement CWU -Dr. lames E. Brooks Library Page 6 of8 are specifically excluded. Section 10.10 Headings. The headings in this Agreement are for convenience only and shall not be deemed to affect the meaning of its provisions. Section 10.11 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, such invalidity shall not affect the validity of the remaining provisions that can be given effect without the invalid provision, provided that the underlying intent of the parties can still be given effect. Section 10.12 Signature Authority. Each person signing this Agreement on behalf of a party warrants that he or she has full authority to sign this Agreement on that party's behalf. Section 10.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall be deemed one agreement. Each counterpart may be executed and delivered by facsimile to the other party. Section 10.14 Exhibits. The following exhibits are incorporated into this Agreement by reference: Ca) Exhibit A -Statement of Work and Project Timeline; and Cb) Exhibit B- Budget. RECIPIENT: /7-~ 2-2-~ 2-<7/ tj DATE: Historic Preservation Grant Agreement CWU -Dr. lames E . Brooks Library !J...I~~'J.UNTY BOARD MMISSIONERS Obie O'Brien, Commissioner - By: Steve Hussman, CWU Archivist Central Washington University Dr. lames E. Brooks Library, Archives & Special Collections Department Page 7 of8 I. EXHIBIT A -STATEMENT OF WORK II.EXHIBIT B -BUDGET REPORTING: An Annual Report will be completed at the conclusion of the project. Agencies may report information beyond the standard reporting form if desired. Please send an electronic copy of each report to: Kittitas County Board of Commissioner's Office -bocc@co.kittitas.wa.us Kittitas County Auditor's Office -auditorsaccounting@co.kittitas.wa.us *Reporting requirements may be amended by the Committee so that appropriate data can be gathered. Historic Preservation Grant Agreement CWU -Dr. lames E. Brooks Library Page 8 of8 Return completed applications and materials to: Kittitas County Board of Commissioners 205 West 5th Avenue -Room 108 Ellensburg, W A 98926 (509) 962-7508 * Fax (509) 962-7679 bocc@co.kittitas .wa .us PROJECT DESCRIPTION Please describe your project in detail and include how the funds will be used. The grant funds will be used to digitize 123 reel-to-reel audio recordings highlighting presentations and the history of the Kittitas Valley and Central Washington University, 1955-1989. These digitized recordings will then be available for public use and access via our library's institutional digital repository, ScholarWorks. NEED What are the problems/challenges that this project will address in relation to historic preservation? The tapes mentioned above face both physical degradation because of age and format obsolescence (reel-to-reel audio tape is no longer used). As a result, the public does not have access to utilize them for research or general use. TIME FRAME Please explain the steps you will take to implemenl lhis projecl and include lhe dales in which you expect to accomplish each step. I January --August 2015: BUDGET Please attach an itemized breakdown of the costs associated with your project and list all the sources of funding including in-kind contributions, if applicable. I Please see attached ATTACHMENTS (OPTIONAL) If pertinent please include one page of images or drawings. Kittitas County Board of Commissioners Resolution No. 2008-32 outlines the expenditure of Historic Documents and Preservation Funds Dr. James E. Brooks Library Archives and Special Collections Department Digital Audio Preservation Project BUDGET VENDOR COSTS: -Digitization/Digital transfer of 123 magnetic reel-to-reel audio tapes: • While the total cost of the project is more than the grant funding will offer, we plan to use the funds to have as many of the tapes digitized as possible, thus making them accessible to the greater public and Ellensburg community. • Tapes will be prioritized for historical importance, uniqueness, and at risk status. • Digitization/transfer of format will be completed by CWU's Department of Music as they have the most current equipment, personnel, and expertise to complete this project. Their cost for completing the work as a vendor for the Brooks Library was highly competitive. • The digitized files will then be uploaded to our ScholarWorks institutional digital repository where they may be accessed and utilized by the general community. ScholarWorks may be seen here: http://rligitalcommons.cwu.edu/ Our goal as a university library is to make our collections as widely accessible as possible. ($ 20.00 per side of audio tape [A and BD x 123 tapes. Total Cost of Digitization and Transfer of audio tapes: $ 4,920.00 IN KIND CONTRIBUTION: Brooks Library, Archives and Special Collections Department Staff Time: (3)Librarians reviewing, labeling, creating metatdata, cataloging and uploading completed audio to digital media platform. Total In-kind Contribution $ 2,834.00 + $ 4,920.00 $ 7,754.00 -$ 2,500.00 $ 5,254.00