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HomeMy WebLinkAbout2016-08-020-resolution-2016-104BOARD OF COUNTY COMMISSIONERS COUNTY OF KIT TIT AS STATE OF WASHINGTON RESOLUTION NO. 2016-/ () I A RESOLUTION AUTHORIZING EXECUTION OF TWO INTERLOCAL AGREEMENTS WHEREAS, Kittitas County desires to remain a part of the four-county consortium for the purpose of being a designated Workforce development area; and WHEREAS, Kittitas County agrees that in order to jointly implement and operate Workforce investment activities, and in order to allow the Workforce Development Council to receive tax exempt status, funds from sources other than the federal government, it is appropriate to form the W orkforce Development Council as a non-profit corporation; and WHEREAS, the attached Interlocal consortium agreement and Interlocal agreement establishing a non-profit, respectively attached hereto as Exhibits "A" and "B", accomplish those objectives; NOW, THEREFORE BE IT RESOLVED, The Kittitas County Board of County Commissioners authorizes execution of both the Interlocal consortium agreement and the Interlocal agreement establishing a non-profit attached hereto as exhibits "A" and "B", APPROVED AS TO FORM: Deputy Prosecuting Attorney BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, WA HINGTON ~~ -0 ~UI Jewell, Vice-Chairman WW;-O~s~ia-d~a-cz-,-C-o-m--m-is-s-io-n-e-r--------------- YAKIMA, KITTITAS, KLICKITAT AND SKAMANIA INTERLOCAL CONSORTIUM AGREEMENT UNDER THE WORKFORCE INNOVATION AND OPPORTUNITY ACT OF 2014 AMONG YAKIMA COUNTY, WASHINGTON KITTITAS COUNTY, WASHINGTON KLICKITAT COUNTY, WASHINGTON SKAMANIA COUNTY, WASHINGTON Exhibit A CHARTER WHEREAS, the Congress of the United States has enacted the Workforce Innovation and Opportunity Act of 20 14 to amend the Workforce Investment Act of 1998 to strengthen the United States workforce development system through innovation in, and alignment and improvement of, employment, training, and education programs in the United States, and to promote individual and national economic growth, and for other purposes; and WHEREAS, the WIOA provides in Chapter 2 -Local Provisions Sec. 1 06, (b) (2) During the first 2 full program years following the date of enactment of this Act, the Governor shall approve a request for initial designation as a local area from any area that was designated as a local area for purposes of the Workforce Investment Act of 1998 for the 2-year period preceding the date of enactment of this Act, performed successfully, and sustained fiscal integrity, and WHEREAS, the Consortium of Yakima, Kittitas, Klickitat and Skamania Counties have met the conditions of WIOA Chapter 2 -Local Provisions Sec. 106, (b) (2); and WHEREAS, the Interlocal Cooperation Act of 1967, Chapter 39.34, RCW, permits local governmental units to cooperate and to provide services and facilities in a manner which will accord best with the geographic, economic, demographic and other factors influencing the development of local communities; and WHEREAS, the Interlocal Cooperation Act permits all powers, privileges, or authority exercised or capable of exercise by a public agency of this State to be exercised and enjoyed jointly with any other agency of this State having the same powers, privileges, or authority; and WHEREAS, the four Counties of Yakima, Kittitas, Klickitat and Skamania have previously formed a four-county consortium for the purpose of being a designated work force development area; and WHEREAS, the contiguous Counties of Yakima, Kittitas, Klickitat, and Skamania are continue to be desirous of remaining a four-county consortium for the purpose of being a designated work force development area and for the delivery of services pursuant to WIOA; NOW THEREFORE, the counties ofYakima, Kittitas, Klickitat, and Skamania hereby jointly establish a consortium under the Interlocal Cooperation Act to be governed by the following articles: 2 ARTICLE I "'--"'=-=..:==--==-:...=-=-=-===.:...."-=--Y akima, Kittitas, Klickitat, and Skamania Counties hereby establish a consortium for the purpose of planning, establishing and operating a comprehensive employment and training system according to the provisions of the Workforce Innovation and Opportunity Act (WIOA), and the Federal Regulations issued by the U.S. Secretary of Labor for the implementation ofWIOA. ARTICLE 11 MEMBERSHIP -This orgaruzation shall be named the South Central Consortium (Consortium) and shall consist of the following parties: Yakima County Yakima County Courthouse Room 416 Courthouse Yakima, WA 98901 Kittitas County Kittitas County Courthouse Fifth and Main Ellensburg, W A 98926 Klickitat County Klickitat County Courthouse 205 South Columbus MS-CH-04 Goldendale, W A 98620 Skamania County Skamania County Courthouse 240 NW V ancouver Avenue Stevenson, W A 98645 ARTICLE III AREA AND POPULATION T O BE ERVED -The geographical area and population to be served (as of January 1,2016) all consist of: a) Yakima County, 4,312 square miles; 247,687 population b) Kittitas County, 2,333 square miles; 42,522 population c) Klickitat County, 1,904 square miles; 20,861 population d) Skamania County, 1,684 square miles; 11,340 population 3 ARTICLE IV =:..::..:...o'-"-"--='--"'=,:.=.::....:.....:==---:=--A=U:o...T=H=O=RI=T~Y -The parties to this agreement certify that they possess full legal authority, as provided by state and local statutes, charters, or ordinances to enter into this agreement, to establish this consortium , and to provide services under WIOA and the regulations. ARTICLE V ~~~~~--,-,-,=-",==~:....:.=~=P .... O=..:....N=, =lB=IL=I""",T"""IE=S",--The Consortium shall exercise such powers, functions, and responsibilities as necessary for the planning, establishing, and operating of a comprehensive employment and training system in accordance with WIOA and regulations promulgated to implement the WIOA. ARTICLE VI BOARD -There shall be a Consortium Board (Board), which shall which shall carry out all those functions and responsibilities necessary for operating the Consortium, that are not otherwise expressly delegated to other agencies, organizations, or individuals The Board shall establish rules and procedures as necessary for conducting meetings , to include the following: a) M rnb ers hip -The Board shall be composed ofthe three County Commissioners from each of the four member Counties, for a total of twelve members. b) ~x e cuti ve ommittee -The Executive Committee of the Board shall consist of one member from each County Commission appointed by each County's three Commissioners. In the event a county does not appoint a member to the Executive Committee, a member from that county shall be elected by the full membership of the Board. The Executive Committee shall be empowered and authorized to act and conduct business on behalf ofthe full Board, unless such actions require agreement by each individual county member of the Consortium. c) Voting -Each member of the Board shall have one vote. All decisions of the Board shall be made by no less than a majority vote of the Board members attending a meeting where a quorum is present. d) Quorum - A quorum of the Board shall consist of a total of not less than four of the twelve members, provided that at least one member from each County is present. A quorum of the Executive Committee shall consist of not less three of the four members . 4 e) Chair -By majority vote at a meeting where a quorum is present, the Board shall elect a Chair from the four members of the Executive Committee, who shall serve as chair of both the Board and the Executive Committee. f) Chief Elected. Official-The Chair of the Board and the Executive Committee shall also serve as local Chief Elected Official (CEO) to act as a liaison and conduct business on behalf of the Consortium. f) Meeting -The Board and the Executive Committee shall meet at such times and places as may be designated by the Chair, provided that the Board shall meet at least once in each calendar year and the Executive Committee shall meet at least once every quarter year. In the absence of the Chair, a Chair pro tempore shall be elected by a majority of the members present to preside for that meeting only. g) Powers. Functions , and Re ponsi bililies -It is expected that the powers, functions, and responsibilities of the Board, will be carried out in accordance with an agreement between the Consortium and the South Central Workforce Council (SCWDC), providing for the implementation ofthe WIOA programs by the SCWDC. Alternatively, the Consortium may contract with other eligible entities to carry out the WIOA programs, should the Consortium decide to withdraw some or all of its anticipated delegation of responsibilities from the SCWDC. The following, however, will remain non-delegable responsibilities of the Consortium: 1) Establishment of priorities, goals and objectives of the Consortium and the programs and services to be operated by the Consortium. 2) Review and approval of comprehensive plans and modifications thereto. 3) Support the applications for funds to be submitted and all contracts and agreements related thereto with the United States Department of Labor, other Federal departments and agencies and other departments and agencies of state or local government as may be required. 4) Such other functions as may be deemed appropriate for the discharge of the Consortium's duties and responsibilities under law and regulations. 5) Appointment of all local Workforce Council members pursuant to nomination and appointment processes established under WIOA and Regulations promulgated to accomplish the purposes of the WIOA. 6) Establish of a One-Stop Committee as prescribed in Section 107(b)(4)(A)(i) of the Workforce Innovation and Opportunity Act. 5 7) Establishment of a Youth Committee as prescribed in Section 107 (b)(4)(A)(ii) ofthe Workforce Innovation and Opportunity Act. 8) Establishment of an Individuals with Disabilities Committee as prescribed in Section 107 (b)(4)(A)(iii) of the Workforce Innovation and Opportunity Act. ARTICLE VII GRANT RE TPIE NT AND ADMINISTRATIVE ENTlTY -In accordance with an anticipated agreement between the local SCWC and the Consortium, the SCWDC is anticipated to be designated as the grant recipient, administrative and fiscal entity ofthe Consortium, and shall exercise such duties and responsibilities as prescribed by the agreement, in order to implement the WIOA, and regulations promulgated to accomplish the purposes of the WIOA. This anticipated designation is expected to include authority to: a) Receive and disburse funds in accordance with grant agreements and contracts with the State of Washington and the V.S. Department of Labor. b) Carry out all necessary functions for operation of the WIOA program including: 1) Executing contracts, sub grants, and other necessary agreements authorized by the Board and the SCWDC. 2) Employing administrative positions to assist in administering the programs authorized by the Grant Recipient. 3) Developing an organization and staffing as authorized by the Grant Recipient. 4) Developing procedures for program planning, operating, assessment and fiscal management; evaluating program performance; initiating necessary corrective action for sub grantees and subcontractors; determining whether there is a need to reallocate resources; and modifying grants. Such procedures shall be consistent with goals and polices developed by the Board and the SCWDC. 6 ARTICLE VIII ALLOCATION AND MAINTENANCE OF FUNDS -All funds granted to the Consortium under WIOA or any other legislation shall be allocated and expended among participating Counties for programs and services for which they are intended according to State and Federal formulae, approved plans, grants, and all pertinent laws and regulations. It is anticipated that most grant funds will be held by and implemented through the SCWDC or other designated entity. However, pursuant to RCW 39.34.030 (4)(b), should grant or other funds be required to be held by the Consortium itself, those funds shall be held in a separate "Operating Fund of the South Central Consortium" to be held on the Consortium's behalf by the County Treasurer of one of the four counties designated by the Consortium. ARTICLE IX LIABILITY a) Prior Liability b) The parties to this Consortium Agreement agree that each party shall individually meet and assure all prior obligations and liabilities arising out of the operation of programs funded under WIOA prior to July 1,2014, and to hold harmless all other parties from any such prior liability. Each party to this agreement is responsible for the operation of this Consortium to provide services under WIOA and the Regulations enacted thereto. The parties shall be jointly and severally liable for debts, liabilities, defense of lawsuits, judgments, and obligations incurred by the Consortium which arise under this agreement, WIOA and federal and state regulations, and with respect to the grants, contracts, or agreements administered thereto. As between the parties, each county shall be liable for a share of the Consortium's liabilities proportionate to the population figures set forth in Article Ill. c) H Id Harmless Each party to this agreement agrees to indemnify and hold harmless all other parties to this agreement, their officers, agents, and employees for any claim, action, judgment, or lien for bodily injury or property damage occasioned by or arising out of the performance of this agreement when the bodily injury or property damage is occasioned by the sole negligence of the indemnifying party, its officers, agents, or employees. 7 ARTICLE X DURATION AND RENEWAL OF AGREEMENT a) The term of this agreement shall take effect on __ , _ 2016, and be in effect until terminated by the parties. b) This agreement may be amended from time to time by written agreement of all four parties to the same amended terms and conditions. c) Each party hereto shall have the right to withdraw from this Consortium at any time, pro ide d, that the remaining members of the Consortium shall have received written notification of the party's intention to withdraw at least 120 days prior to the proposed effective date of such withdrawal, and p rovided further , that such notification is received at least 120 days prior to the expiration of the current fiscal grant year period, and provided further, that the withdrawal of a party does not relieve that party from individual or joint and several obligations it may have incurred during the time it remained a member of the Consortium. d) This agreement may be executed by the four counties in counterparts. e) The agreement shall survive a declaration of invalidity of any of its provisions. ARTICLE XI FILING OF THE AGREEMENT-In accordance with RCW 39.34.040, copies ofthis Agreement shall be filed with the County Auditor of each of the four member counties. ARTICLE XII JURISDICTION -This contract shall be governed by the laws of the State of Washington and any action at law or in equity for the enforcement thereof shall be brought and maintained only in the Superior Court for Yakima County, Washington. Effective this __ day of __ , 2016. 8 Yakima, Kittitas , Klickitat and Skamania Interlocal Consortium Agreement under the Workforce Innovation and Opportunity Act of 2014 DONE this 5th day of July, 2016 Attest: Tiera L. Girard Clerk of the Board BOCC203-2016 July 5,2016 Approved as to form: uj) ~\/D , 7 ~ ~ \ BOARD OF Y AKIMA COUNTY COMMISSIONERS ~ M~ Ci1ail111an ouchey , Commissioner Constituting the Board of County Commissioners for Yakima County, Washington RECEIVED ,JUL 0 8 2016 BY SCWDC Approved As To Form Legal Counsel Kittitas County BOARD OF COUNTY COMMISSIONERS KITTITAS COUN1J. WASHINGTON Approved this 2..n day of .fh-.<-..gvL8t ,2016. ( ~~ ~ 10 Approved As To Form JJ~o~Z f Klickitat County BOARD OF COUNTY COMMISSIONERS KLICKITAT COUNTY, WASHINGTON sf- Approved this :2 J day of ~ ,2016. Absent Commissioner 11 Approved As To Form ~~Z' Legal Counsel Skamania County BOARD OF COUNTY COMMISSIONERS SKAMANIA COUNTY, WASHINGTON Approved this l)--daY of -+ 2016. ~ 12 INTERLOCAL AGREEMENT AMONG YAKIMA COUNTY, WASHINGTON KITTITAS COUNTY, WASHINGTON KLICKITAT COUNTY, WASHINGTON SKAMANIA COUNTY, WASHINGTON TO ESTABLISH THE SOUTH CENTRAL WORKFORCE DEVELOPMENT COUNCIL ASA WASHINGTON NON-PROFIT CORPORATION AND TO DESIGNATE THE SOUNTH CENTRAL WORKFORCE DEVELOPMENT COUNCIL AS THE FISCAL AND ADMINISTRATIVE AGENT OF THE SOUTH CENTRAL CONSORTIUM Exhibit B WHEREAS, the Congress of the United States has enacted the Workforce Innovation and Opportunity Act of2014, Public Law 113-128, (WIOA) to amend the Workforce Investment Act of 1998 to strengthen the United States workforce development system through innovation in, and alignment and improvement of, employment, training, and education programs in the United States, and to promote individual and national economic growth, and for other purposes; and WHEREAS, the counties of Yakima, Kittitas, Klickitat and Skamania constitute a jurisdiction as a Workforce Development Area (Workforce Development Area IX) pursuant to the Governor's approval dated July 1,2015; and WHEREAS, the WIOA provides in WIOA Section 106 (a) and (b) Local Provisions.- During the first 2 full program years following the date of enactment of this Act, the Governor shall approve a request for initial designation as a local area from any area that was designated as a local area for purposes of the Workforce Investment Act of 1998 for the 2-year period preceding the date of enactment of this Act, performed successfully, and sustained fiscal integrity,; and WHEREAS, the Interlocal Cooperation Act of 1967, Chapter 39.34, RCW, permits local governmental units to cooperate and to provide services and facilities in a manner which will accord best with the geographic, economic, demographic and other factors influencing the development of local communities; and IIPage WHEREAS, by Interlocal Agreement, the counties of Yakima, Kittitas, Klickitat, and Skamania have formed the South Central Consortium to oversee workforce activities; and WHEREAS, the WIOA requires the establishment of a Workforce Development Council to provide policy guidance and oversight with respect to local and regional plan for the local Workforce Development Area; and WHEREAS, RCW 39.34.030(3)(b) provides that public agencies are authorized to create a non-profit corporation comprised only of public agencies for the purpose of implementing the counties' activities through ajoint undertaking; and WHEREAS, counties of Yakima, Kittitas, Klickitat, and Skamania now have agreed that in order to jointly implement and operate workforce investment activities and in order to allow the Workforce Development Council to receive tax exempt funds from sources other than the federal government, it is appropriate form the Workforce Development Council as a non-profit corporation; NOW, THEREFORE, counties of Yakima, Kittitas, Klickitat, and Skamania hereby authorize the establishment of the South Central Workforce Development Council as a non-profit corporation under the laws of the State of Washington, and designate the South Central Workforce Development Council as the fiscal and administrative agent of the South Central Consortium as follows: I. Formation of a Non-profit Corporation, known as the South Central Workforce Development Council A. The Workforce Development Council shall be incorporated pursuant to the authority provided in RCW 39.34.030(3)(b) as a Washington non-profit corporation known as the South Central Workforce Development Council ("SCWDC"). B. The four counties of Yakima, Kittitas, Klickitat and Skamania shall be the only members of the SCWDC. C. The four counties shall fulfill their responsibilities as members of the SCWDC through the South Central Consortium, previously established by Interlocal Agreement among the four counties. 11. Powers of the four county members A. Op erational Responsibiliti The four counties, acting through the South Central Consortium shall: 1. Approve the bylaws of the corporation; 2. Appoint the board of directors of the SCWDC pursuant to nomination and appointment processes established under WIOA and regulations promulgated thereunder, and in accordance with the nomination process prescribed by the SCWDC bylaws; 21Page 3. Approve or reject the recommendation of the board of directors for employment or termination ofthe SCWDC's Executive Director; 4. Approve the SCWDC's five year strategic and operational plan; 5. Make recommendations on and approve the SCWDC's selection of workforce service providers; and 6. Attend meetings of the SCWDC, as provided in section VII below. B. Corrective Action The four counties, acting through the South Central Consortium shall have the power to resolve differences with the SCWDC and ultimately dissolve the corporation pursuant to the procedures set forth in section VIII below. Ill. Responsibilities of the SCWDC A. Pursuant to the regulations of WIOA and in compliance with the requirements established by the Governor of the State of Washington, SCWDC shall develop the local and regional plan for the review and concurrence by the Consortium. Upon the approval and signatures of the Chair of the SCWDC board of directors and the Chief Elected Official (CEO) of the South Central Consortium, the five year strategic and operational plan will be submitted to the Governor of the State of Washington for approval. B. SCWDC shall comply with the Workforce Innovation and Opportunity Act of 2014, referred to as the WIOA and federal rules and regulations. (WIOA Title I) and its regulations; the Wagner-Peyser Act as amended and applicable; and other applicable Federal laws and regulations; and the implementing State of Washington Provisions, as issued, for counties comprising "Workforce Development Areas" under the WIOA Public Law. C. SCWDC shall develop annual budgets for itself and for the programs as described in the local and regional plan and pursuant to the WIOA. D. SCWDC shall provide policy guidance and direction on all matters pertaining to the provision of services under the WIOA. E. SCWDC will monitor and evaluate the training programs operated within the Workforce Development Area. SCWDC reports shall be distributed in a timely manner. F. The SCWDC board of directors shall provide oversight to the activities of staff, and the Annual Budget, and will provide guidance and supervision to the Executive Director, who in turn shall employ and set working conditions for SCWDC staff. G. SCWDC shall select workforce service providers and training providers as appropriate to carry out the purposes of the WIOA and according to the procedures set forth in the local and regional plan. 31Page H. SCWDC shall solicit the input and participation of the local business community in the provision of program services to eligible residents of the Workforce Development Area. 1. SCWDC may solicit and accept grants and donations from sources other than Federal funds. J. SCWDC shall assist the Governor in developing statewide employment statistics. K. SCWDC shall procure and maintain fixed assets and expendable supplies necessary for program operation. L. SCWDC shall collect and dispose of program income generated by program activities pursuant to 20 CFR Part 652, New OMB Uniform Guidance (referred to as the "Super Circular". M. SCWDC shall procure audits of funds as required under the WIOA and shall resolve any questions arising from these audits. N. SCWDC shall develop and manage a system to hear and resolve grievances brought by participants, vendors, and other interested parties as required by the WIOA. O. Other duties as prescribed by the WIOA. IV. Designation of the SCWDC as fiscal agent A. Des ign ati n of Local Grant ub reci pient and Loc al Ft cal Agent In accordance with Section 106(b)(1)(B) of the WIOA, and in accordance with the Interlocal Cooperation Act of 1967 (Chapter 39.34, Revised Code of Washington) the SCWDC is designated as the local grant sub recipient and local fiscal agent. The SCWDC shall perform all ofthe functions assigned by the WIOA to the local grant sub recipient and local fiscal agent. This designation is effective July 1, 2015 and shall be in force unless terminated or revised according to provisions section IV. 2 below . B. W ith dra wal of D es igna1ions 1. Local fi scal agent The Consortium retains the right in its sole discretion to withdraw the designation of the SCWDC as local fiscal agent if the Consortium determines that a breach of this designation has occurred and the Consortium has exercised due process to resolve the matter formally by following the Corrective Action producers set forth below in section VIII, below, before withdrawing the designation as fiscal agent. Upon such withdrawal, the Consortium shall assume all duties of the SCWDC as local fiscal agent until such time as it designates another entity to act on behalf of 41Page the Consortium, and the Consortium shall indemnify and hold harmless the SCWDC for the Consortium's negligent acts or omissions after the effective date of withdrawal. 2. Local .g.rant sub recipient The Consortium retains the right in its sole discretion to withdraw the designation of the SCWDC as local grant sub recipient if the Consortium determines that a breach of this designation has occurred and the Consortium has exercised due process to resolve the matter formally by following the Corrective Action producers set forth below in section VIII, below, before withdrawing the designation as local grant sub recipient. Upon withdrawal of designation of the SCWDC as local grant sub recipient, the Consortium shall assume all duties of the SCWDC as local grant sub recipient, including but not limited to all contractual obligations that the SCWDC has undertaken as local grant sub recipient, until such time as it designates another entity to act on behalf of the Consortium, and the Consortium shall indemnify and hold harmless the SCWDC for the Consortium's negligent acts or omissions after the effective date of withdrawal. C. Adoption Qf the MOA Local and Regional Plan The SCWDC shall provide the Consortium a copy of the draft annual plan when it is sent out for public comment, and a copy of all proposed or adopted changes to the annual plan. The SCWDC shall also provide the Consortium a copy of the final, proposed annual plan no later than 15 days before the date of the required submittal to the State. D. Adoption and Acilllini u"ation of the WIOA Budget 1. At the beginning of the SCWDC's fiscal year, the SCWDC shall provide the Consortium a proposed WIOA annual budget for comment. The SCWDC shall apply the funds received under the WIOA in accordance with the approved budget, together with any changes requested by the Consortium and adopted by the SCWDC. 2. The SCWDC shall notify the Consortium prior to filing any application for a grant that is available to the SCWDC as the Consortium's designee under the WIOA. This notification may be provided verbally or in writing. E. Internal Review Until July 1,2015 the SCWDC shall maintain the internal review process set forth in the Interim Agreement in effect since July 3, 2000. After July 1,2016, the SCWDC will arrange for an independent audit at least annually, and will provide copies of the results of each audit to the Consortium. 51Page F. Single Audit Requirement Once per fiscal year, the SCWDC shall have an independent audit conducted of its financial statement and condition. The audit shall comply with the requirements of GAAS (general accepted auditing standards); GAO's Standards for Audits of Governmental Organizations, Programs, Activities, and Functions; and Office of Management and Budget (OMB) Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR Part 200 et. seq., and the U.S.D. Department of Labor Uniform Administrative Requirements, Cost Principles, and Audit Requirements adopting the OMB rule with DOL exceptions, 2 CFR Part 2900 et. seq. (hereafter, "OMB Uniform Guidance and DOL exceptions"), the Contractor shall maintain records that identify all federal funds received and expended, as amended, and as applicable. The SCWDC shall provide a copy of the audit report to the Consortium no later than six months after the end of the SCWDC's fiscal year. The SCWDC shall provide to the Consortium its response and corrective action plan for all findings and reportable conditions contained in its audit. When reference is made in its audit to a "Management Letter" or other correspondence made by the 'auditor, the SCWDC shall provide to the Consortium copies of those communications and the SCWDC's response and corrective action plan. G. Deposit and Disbursement ofWIOA f unds All funds made available to the Local Area pursuant to the WIOA and other federal or state programs over seen by the Consortium and SCWDC shall be deposited into an account or accounts created and maintained by the local fiscal agent. All funds shall be deposited in an institution that is guaranteed by the FDIC or FSLIC. The local fiscal agent will disburse all funds for workforce investment activities at the direction of the SCWDC, in accordance with the requirements of the WIOA. The SCWDC shall provide the Consortium with copies of all reports that the SCWDC provides to the full Board of the SCWDC and all other reports that the Consortium may request in writing with reasonable, advance notification. 1. Maintenance of Records 1. The SCWDC shall maintain accounts and records, including personnel, property, financial, and programmatic records and other such records as may be deemed necessary by the Consortium to ensure proper accounting for all WIOA and other federal or state funds overseen by the Consortium and SCWDC and in compliance with this designation. 61Page 2. These records shall be maintained for a period of six (6) years after termination of this designation unless permission to destroy them is granted by the office of the Archivist in accordance with Revised Code of Washington (RCW) Chapter 40.14. V. Indemnification and Insurance A. The Consortium assumes no responsibility for the payment of any compensation, wages , benefits , or taxes by or on behalf of the SCWDC any of its employees, or any other person or entity by reason of this designation, except as set forth herein regarding withdrawal of designation. The SCWDC shall protect, defend, indemnify, and save harmless the Counties of Yakima, Kittitas, Klickitat and Skamania and the CEO and any of their officers, agents, and employees from and against any and all claims, costs, or losses whatsoever occurring or resulting from: (1) The SCWDC's failure to pay any such compensation, wages, benefits, or taxes, or (2) the supplying to the SCWDC of work, services, materials, or supplies by any council employees or other suppliers in connection with or support of the performance under this designation, except as set forth herein regarding withdrawal of designation. B. The SCWDC is financially responsible for and, following an audit exception, shall repay the Consortium all amounts indicated therein that the Consortium is required to pay due to the negligence, intentional act, or failure, for any reason, of the SCWDC, its officers, employees, agents, or representatives to comply with the conditions of this Agreement, the WIOA or any rules or regulation promulgated there under. This duty to repay the Consortium shall not be diminished or extinguished by the expiration or prior termination of this Agreement. C. The SCWDC shall protect, defend, indemnify, and save harmless the Consortium, the Counties, and their respective officers, employees, and agents from any and all costs, claims, judgments, or awards of damages, arising out of, or in any way resulting from, any negligent acts or omissions of the SCWDC or any of its officers, employees, or agents under this designation, except as set forth herein regarding withdrawal of designation. The SCWDC's obligation under this subparagraph extend to any claim, demand, or cause of action brought by, or on be half of, any of its employees or agents. For this purpose , the SCWDC, after mutual negotiation with the Consortium will consider entering into a separate agreement that waives, as respects the Consortium and the Counties only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the Consortium or Counties incur any judgment, award, or cost, including attorneys' fees to enforce the provisions of this article, and all such fees, expenses, and costs shall be recoverable from the SCWDC. D. Claims shall include, but not be limited to , assertions that use of transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, or otherwise results in unfair trade practice. 71Page E. The SCWDC shall procure and maintain for the duration of this designation, insurance against claims for injuries to persons or damages to property that may arise from, or in connection with, the performance of work by the SCWDC or any of its agents, representatives and employees. The Consortium shall be named as an addition insured on all policies. The SCWDC shall also require each of its subcontracts (except governmental entities such as the City, County and State) to procure and maintain similar labiality insurance and to provide to the SCWDC separate certificates of insurance and policy endorsements for each subcontractor as evidence of compliance with this insurance requirement. The cost of such insurance shall be paid by the SCWDC or subcontractor. The SCWDC's insurance 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 forty-five (45) days prior written notice has been given to the Consortium. F. The SCWDC shall furnish the Consortium with certificates of insurance and endorsements to demonstrate the acquisition and maintenance by the SCWDC and its subcontractors of the insurance coverage required under this Designation. VI. Non discrimination and conflict of interest A. The SCWDC shall comply with all applicable federal, state, and local laws, rules, and regulations pertaining to non-discrimination. B. The SCWDC shall comply with the conflict of interest provisions of the WIOA . VII. Consortium Participation in Council Activities The Consortium and its representatives are entitled to attend all meetings of the SCWDC including but not limited to the full SCWDC, the Executive Committee and all committees and workgroups, provicle d th at the SCWDC may exclude the Consortium and its representatives from any portion of a meeting regarding relations with the Consortium or a dispute arising between the SCWDC and the Consortium. The Consortium and its representatives shall have the right to speak and to make written comments, but shall not have a vote at SCWDC meetings. VIII. Corrective Action A. If the Consortium determines that a breach of the conditions of the formation of the SCWDC as a non-profit corporation or designation of the SCWDC as the Consortium's fiscal and administrative agent has occurred that may be sufficient to cause the Consortium to revoke the SCWDC's designation as local grant sub recipient, or to dissolve the non-profit corporation, the Consortium shall first attempt to resolve the matter informally by verbally notifying the SCWDC of the alleged breach, and then scheduling a meeting to discuss and attempt to resolve the matter. 81Page B. If the Consortium is not satisfied with the infonnal resolution process, it shall notify the SCWDC in writing of the specific nature of the breach, and the SCWDC shall respond in writing within ten (10) business days of its receipt of such notification, which response shall indicate the steps being taken to correct the specified deficiencies. The corrective action plan shall specify the proposed completion date for coming into compliance, which date shall not be more than fifteen (15) business days from the date of the SCWDC's response, unless the Consortium in its sole discretion grants in writing an extension of the number of days to complete the corrective action plan. C. The Consortium will notify the SCWDC in writing of the Consortium's detennination as to the sufficiency of the SCWDC's corrective action plan, which detennination of sufficiency shall be at the sole discretion of the Consortium. If the Consortium notifies the Council that the correction action plan is insufficient or has not been completed, within fifteen (15) business days of said notification, an in-person meeting shall be held between the Consortium and representatives of the Board of the SCWDC to discuss and attempt to resolve the dispute. In the event that the SCWDC does not respond with in the appropriate time with a corrective action plan, or the SCWDC's corrective action plan is detennined by the Consortium to remain insufficient following the in-person meeting, the Consortium may revoke its designation of local grant recipient, or act to dissolve the non- profit corporation by giving at least thirty (30) business days' written notice to the SCWDC. Effective this __ day of __ , 2016. 91Page Interlocal Agreement with Kittitas, Klickitat and Skamania County to Establish the South Central Workforce Development Council as a Washington Non-Profit Organization and Designate SCWFDC as the Fiscal Agent of the South Central Consortium DONE this 5th day of July, 2016 Attest: Tiera L. Girard Clerk of the Board BOCC204-201 6 July 5,201 6 Deputy Pros utin g Attorney ~S~P! P5S\ljt)\ BOARD OF Y AKIMA COUNTY COMMISSIONERS Michael D . Leita, Chairman uch ey Commissioner J . CO1/, i{II/[1I8 the Board of County Commissioners for Yakima County, Washington RECEIVEr JUL 0 8 2016 BY SCWDC Approved As To Form Legal Counsel Kittitas County BOARD OF COUNTY COMMISSIONERS KITTITAS CO UNT ~~ WASHINGTON , Approved this J1P tlay of . 20 16. lllPage Approved As To Form £t~2 P Klickitat County BOARD OF COUNTY COMMISSIONERS KLICKITAT COUNTY, WASHINGTON A ppro. ed Ibi s :2/ ~ay of ~'X..---.2016. Absent Commissioner 121 P age Approved As To Form ~L;:;? Legal Counsel Skamania County BOARD OF COUNTY COMMISSIONERS SKAMANIA COUNTY, WASHINGTON Approved this JLdaY Of+, 2016. a4HJ~ Commi sioner ...... '" •• ~.. • •• to ~ • I • ... t .. • • _ • '"' • 13IPage