HomeMy WebLinkAboutRes-2022-045BOARD OF COUNTY COMMISSIONERS
COUNTY OF KITTITAS
STATE OF WASHINGTON
RESOLUTION
No.2022-1pfu{
A RESOLUTION AUTHORIZING EXECUTION OF AN INTERLOCAL AGREEMENT
WITH THE DEPARTMENT OF COMMERCE
WHEREAS, Kittitas County has an interest in aiding the poor amongst its population with food
access and hunger-related issues; and
WHEREAS, The FISH Foodbank has been instrumental in providing such assistance; and
WHEREAS, Kittitas County was awarded a $900,000 multi-year grant to aid in such services
with FISH as a grant's subrecipient.
Now, Therefore, Be it Resolved:
The BOCC Chairman is authorized to execute the attached interagency grant agreement with
the Department of Commerce.
DATEDthis TY day of 2022, at Ellensburg, Washington.
COMMISSIONERS
WASHINGTON
\\rrl l lll
Brett Commissioner
6Tt4-
K Clerk of the Board
DocuSign Envelope lD'. 245377 17 -7667-43CF-852C-24E86D28998E
FACE SHEET
Washlngton State Department of Commercc
Local Government Diyision
Community Assistance snd Research Unit
CDBG General Purpose Crant
Contract Number; 2 I -6?2 I 0-030
l. Grnntec
Kittilas County
205 W 5th Ave, Suite 108
Ellensburg, WA 98926-2891
2. Grantcc Doing Business As (optional)
NIA
3. Granlee Reprcsentative
Dora Van E,pps, Fiscal Analyst
$49)962-7621
dora.vanepps.au@co.kittitas.wa. us
4. COMMERCE Representative
Jacquie Andresen, Project Manager
PO Hox 42525/l}l I PIum Street Sl:, Olympia, WA 9{t504
{360) 688-08?2
j acquie.andresen@commerce.wa. gov
5. Granl rtmount
$900,000
6. Funding Source
!'cderal: ffi State: [ Other; f] ula: f]
7. $tart Date
qtat202l
E. End Date
U3U2A26
9. Fcderal Funds
$900,000
l'ederal Agency:
U.S. Department ol l-lousing and
Urban Develspment (HIJD)
Indirecl Ratc (if applicablelr
NIA
CI'DA Number:
14.228
10.'l'ar ID #
9 r -600 t349
ll. swv #
00 I 0475-00
I2. UBI #
t92002673
13, DUNS #
0t0242s41
14. Crant Purposc
Food Bank and ljood Pantry U,xpansion with Fricnds in Service to I'Iumanity (FlSl"l-Ellensburg). A full description olthe projcct
is in Attachment "A" Scope of Work and Budget.
15. Signing Slatement
COMMERCIi, dcfincd as the Departmenl olCommerce, and thc Grantse, as defiued above, acknowlcdge anrt eccept lhc terms
ofthis Crant and Attaohmorts and have executed this Crant on thc date below lo start as ofthe date and year relerenced above
and warrant they are authorized to bind their respective agcncies. Ihe rights and obligatinns of both parties to this Crant are
governed by this Crant and the following doeuments hereby incorporated by re lcrence : Attachment "A" -, Scope of Work and
Budget, Attachment '*8" - Lstter to lnsur Costs, Crantee's application tor funding and the Cnmrnunity tlevelopment Block
Grant policies and procedures.
I,'OR
of Commissioners
K
li,$W nA,r'..r-, t *, $fs';">-
l)ate u
l.'ORCOMMERCE
f-Omusignod
byl
It^*"?*9
Mark K. Barkley, Assistant Director
Local Covernment llivi sion
312/2022 I 5:54 AM PST
Datc
APPROVED AS TO I'ORM ONLY BY ASSISTAIY'I'
ATTORNEY GENIiRAT, A7 N7 ftT19.
APPROVAL ON PIT,I].
DocuSign Envelope tg 2A5377 17 -7 667 43CF -852C-24E86D28998E
SPECIAL TERMS AND CONDITIONS
INTERAG ENCY GRANT AGREEMENT
FEDERAL FUNDS
1. DEFINITIONS
A. "Contractor" and "Grantee" in this Grant, and the term "subrecipient" found in the lederal
Community Development Block Grant (CDBG) rules and regulations, shall mean th6 same.
B. "Low- and moderate-income" shall mean a household income equal to or less than 80 percent of
area median income adjusted by family size.
C. "Subgrantee" or "Subcontracto/' shall mean one not in the employment of the Grantee, who is
performing all or part of those services under lhis Granl under a separate Grant with the Grantee.
The terms "subgrantee" or "subconlractor" m€an subcontractor(s) in any lier"
D. -Subrecipient" shall mean a non-federal entity ihat axpends federal awards received from a pass-
through entity to carry out a federal program, but does nol include an individual that is a beneficiary
of such a program. lt also excludes vendors that receiva federal funds in exchange for goods andlor
services in the course of normal trade or commerce.
2. AUTHORITY
COMMERCE and Grantee enter into lhis Contract pursuanl to the authority granted by the lnterlocal
Cooperation Act, Chapter 39.34 RCW.
3. ACKNOWLEDGMENT OF FEDERAL FUND$
Federal Award Date: August 28,2A21
Federal Award ldentification Num ber {FAl N) : B-2 1 -DC-53-000 1
Total amount of the federal award: $1g,Zg1 ,gSS
Awarding official: John W. Peters, HUD CpO Oirector
The Grantee agrees that any publications (written, visual, or sound) but excluding press releasee,
newsletters, and issue analyses, issued by the Grantee describing programs or plojects funded in
whole or in part with federal funds under lhis Contract, shall contain the following statements:
"This project was supporled by Grant No. B-21-DC-53-0001 awarded by the U.s.
Department of Housing and Urban Development (HUD). Poinls of view in this document
are lhose of the author and do nol necessarily represenl the official position or policies
of HUD. Grant funds are administered by the Community Development Block Grant
Program, Washington State Department of Commerce.'
4. GR.ANT MANAGEMENT
The Representative for each of the parties shall be responsible for and ehall be the contact person for
all comrnunications and billings regarding the performance of this contract.
The Representative for COMMERCE is identified on the Face Sheet ol this Grant.
The Representative for the Grantee is identified on the Face Sheet of this Grant.
5. COMPENSATION AND EXPENSES
COIITMERCF shall pay an amount not to exceed the amount idenlified on the Face Sheet of lhis Grant
for the performance of all lhings necessary for or incidental to the perfornance ol work as set forth in
Atlachment "A' - Scope of Work and Budget incorporaled herein, and by reference the Grantee's
application for funding.
Grantee shall receive reimbursement for travel and other expenses as authorized in advance by
COMMERCE as reimbursable. Grantee shall recsive compensation fortravel expenses at currenl atate
travel reim bursement raies.
Page 1
'1
DocuSign Fnvelope lD 2A5377 17 -7667-43CF-852C-24E86D28998E
SPECIAL TERMS AND CONDITIONS
INTERAGENCY GRANT AGREEMENT
FEOERAL FUNDS
6. INDIRECT COSTS
The Grantee shall provide their indirect cost rate that has been negotiated between their entity and the
federal government. lf no such rate exists, a de minimis indirect coit rate of 10% of modified t6tal direct
costs (MTOC) will be used.
7. BILLING PROCEDURES AND PAYMENT
COMMERCE will pay Grantee upon acceptance of services provided and receipt of properly cornpleted
invoices, which shall be submitted to tha Representative for COMMERCE Represeniative on a
Washington State lnvoice Voucher forn not more ofien than monthly
The invoices shall describe and document, to COMMERCE's satisfaction, a description of the work
performed, the progress of the project, and fees. The invoice shall include the Contracl Number
identified on the Face Sheet of this Grant. lf expenses are invoiced, provide a detailed breakdown of
each type.
Payment shall be considered timely if made by COMMERCE within thirty (30) catendar days after
receipt of properly completed invoices. Payment shall be sent to the address designated by the
Grantee.
COMMERCE may, in its sole diseretion, terminate lhe Granl or withhold payments claimed by the
Granlee for services rendered if the Grantee fails to satisfactorily comply wilh iny term or conditi-on of
this Grant, including completion of the Environmental Review and the ieiease of funds (if appticable).
No payments in advance or in anticipation of services or supplies to be provided under this Granl shall
be made by COMMERCE.
COMMERCE shall not release the linal five (5) percent of the total grant amount until acceptance by
COMMERCE of project comptetion.
Invoices and End of Fiscal Year
lnvoices are due on the 20th ol the month following the provision of servicea.
Final invoices for a stale liscal year may be due sooner than the 20th and Commerce will provide
notilication of the end of fiscal year due date.
The grantee must invoice for all expanses from the beginning of the contract through June 30,
regardless of the contract strarl and end date.
Duplication of Billed Costs
The Grantee shall not bill COMMERCE for services performed under this Agreement, and COMMERCE
shall not pay the Grantee, if the Grantee is entitled to payment or has beeri or will be paid by any other
source, including grants, for that service.
Disallowed Coslg
The Grantee is responsible for any audit exceptions or disallowed costs incurred by its own organizalion
or thal of its subcontraclorslsubrecipient.
8. SUBCONTRACTORDATACOLLECTION
Grantee will submit reports, in a form and format to be provided by Commerce and at intervals as
agreed by the parties, regarding work under this Agreemenl performed by subconlractors and the
portion of funds expended for work performed by subcontractors, including but not necessarily limited
to minority-owned, woman-owned, and veteran-owned business subcontractors. "subcontractors" shall
mean subcontractors of any tier.
Page 2
Docu$ign Fnvelope fi: 245377 17 -7667-43CF-852C-24E86D28998E
SPECIAL TERMS AND CONDITIONS
INTERAGENCY GRANT AGREEMENT
FEDERAL FUNDS
9. AUDIT
lf the Grantee is a subrecipient and expends $750,000 or more in lederal awards from any and/or all
sources in any fiscal year, the Grantee shall procure and pay for a single audit or a prcgram-specitic
audit for that fiscal year. Upon completion of each audit, the Granlee shall:
A. Submit to COMMERCE the reporting package specified in OMB Super Circular 2 CFR ?00.501,
reports required by the program-specific audit guide (if applicable), and a copy of any management
letters issued by the auditor.
B. Submit to COMMERCE follow-up and developed corrective action plans for all audit findings.
lf the Grantee is a subrecipient and expends less than $750,000 in federal awards from any andlor all
sources in any fiscal year, lhe Grantee shall notify COMMERCE they did not meet the single audit
requirement,
The Grantee shall send all single audit documentation to auditreview@commerce.wa.qov.
10. DEBARMENT
A. Grantee, defined as the primary participant and it principals, certifies by signing theee General
Terms and Conditions that io the best of its knowledge and betief that they:
i. Are not presently debarred, suspended, proposed for debannent, declared ineligible or
voluntarily excluded from covsred transactions by any Federal department or agency.
ii. Have not within a thre+year period preceding this Grani, been convicted of or had a civil
judgment rendered against them for cornmission of fraud or a criminal oflense in connection
with oblaining, attempling to obtain, cr performing a public or private agreement or
transaction, violation of Federal or State antitrust statutes or commission of embezzlemenl,
theft, forgery, bribery, lalsification or destruction of records, making false statements, lax
evasion, receiving stolen property, making false claims, or obstruction of justice;
iii. Are not presently indicled for or otherwise criminally or civilly charged by a governmental
entity {Federal, State, or local} with commission of any of the offenses enumeraled in
paragraph (1)(b) of federal Executive Order 12549; and
iv. Have nol within a thre+year period preceding lhe signing of ihis Grant had ona ot more
public transaclions (Federal, State, or local) terminaled for cause ol default.
B' Where lhe Grantee is unabie to certify to any of the statements in lhis Grant, the Grantee shall
attach an explanation to this Grani.
C. The Grantee agrees by signing this Grant that it shall not knowingly enler into any lower tier covered
transaction wilh a person who is debarred, suspended, declared ineligible, or voluntarily excluded
from participation in this covered transaction, unless authorized by COMMERCE.
D. The Grantse further agrees by signing this Grant that it will include the clause titled "Cefiification
Regarding Debarment, Suspension, lneligibility and Voluntary Exclusion-Lower Tier Covered
Transaction," as follows, without modification, in all lower tier covered transactions and in all
solicitations lor lower tier covered transactions:
i. The lower lier Grantee certifies, by signing this Grani 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 departnrent or agency.
ii. Where the lower tier Grantee is unable lo certify to any of the statements in this Grant, such
contractor shall attach an explanation lo this Grant.
E. The terms covered transaction, debarred, suspended, ineligible, lower tier covered lransaction,
person, primary covered transaction, principal, and volunlarily excluded, ae used in this section,
have the meanings sst out in the Detinitions and Coverage seclions ol the rules implementing
Executive Order 12549. You may contact COMMERCE for assistance in obtaining a copy of these
regulations.
Page 3
DocuSign Envelope lD: 2A5377 17 -7667-43CF-852C-24E86D289988
SPECIAL TERMS AND CONDITIONS
INTERAGENCY GRANT AGREEMENT
FEDERAL FUNDS
11. INSURANCE
Each party certifi€s that it is self-insured under the State's or local government self-insurance liability
program, and shall be responsible for losses for which il is found liable.
12. ACQUISITION AND DISPOSITION OF ASSETS
The Grantee will account for any tangible personal property acquired or improved with this Grant.
The use and disposition of real property and equiprnent under this Grant will be in compliance wilh the
requirements of all applicable federal law and regulation, including but not limited to 24 CFR part g4
and24 CFR Part 570.489,570^502,570.503,570.504, and 570.505is applicable, which inctude but are
not limited to the following:
Real property that w€s acquired or improved, in whole or in part, with funds under this Grant in excess
of $25,000 shall be used to rneet one of the CDBG national objectives lor ten ('t0) years after the Grant
is closed. Anyexceplion must be made wilh COMMERCE approvaland the Grantee will be responsible
to pay COMMERCE an amount equal to the current fair market value of lhe property less any portion
of the value attributabte to expenditures of non-CDBG funds for acquisilion of or improvement to the
property. $uch paymentJrom the disposition of real property acguired with this Grant within ten (10)
years of closeout of the Grant shall be treaied as CDBG program lncome.
ln cases in which equipment acquired in whole or in part with funds under this Grant is sold, the
proceeds will be CDBG Program lncome.
1 3. ENVIROITIMENT.AL REVI EW
9engral Purpose. Housinq Enhancement. and Economic onportunitv Grants
Funding in excess of the amount slipulated in Attachment 'g'; - lAiter to lncur Costs, shall not be
released to a Grantee by COMMERCE until the following conditions implementing 24 CFR part SB are
mel:
A. The Grantee must complete an environmental review of the project and make a finding of
environmental impact" A notice of this linding must be published along with a notice of the Grantle's
intent to request release of funds for the project unless the project ib exempt from the publication
requiremenls as descilbed. The Grantee musl allow a sev€n (7) or fifteen (15) day period for public
review and comment following publication of the notices unless exempt under the National
Environmental Policy Act (NEPA) and the Washington State Environmental Policy Act (SEPA),
When this review and comment period expires, the Grantee may, after considering iny comments
received, submit a request for release of funds to COMMERCE. Upon raceipf ol ihe request,
COMMERCE must allow a fifteen (15) day period for public review and comment. When
COMMERCE's public review and comment period expires, COMMERCE may, after considering
any comments received, formally notify the Granlee in writing of the release of federal funds for the
project.
B- This special condilion is satisfied when the Grantee eompletes lhe environmental review and
request for relaase of funds from COMMERCE. The special condition is effectively removed on the
dale COMMERCE provides the Grantee wilh written notiee of release ol funds.
Plannino-Onlv Activities and Public Services Activities
Funding shall not be released to a Planning-Only Activities or Public Services Activities recipient until
the follolring conditions ara met: The Grantee assures that assisted activities are exempt under NEpA(24 CFR 58.34) and calegorically exempt under SEPA {RCW 43.21C.110). The Grantee further
assures that the activities do not come under the purview of any other federal, state, and known local
environmental laws, statutes, regulations or executive orders. ln sddition, the Grantee assures il will
docurnent, in writing, its determinalion that each activity or project is exempt and meets the conditions
specified for such exemption under (NEPA) ?4 CFR 5S.34(3) (for Planning-Onty) or SS.g4(4) (for pubtic
Services) and {SEPA) WAC 197-11-800.
Page 4
DocuSign Envelope lD: 245377 17 -7667-43CF-852C-24E86D28998E
SPECIAL TERMS AND CONOITIONS
INTERAGENCY GRANT AGREEMENT
FEDERAL FUNDS
14. HISTORICAL OR CULTURAL ARTIFACTS. HUMAN REMAINS
ln the evenl that historical or cultural artifacts are diseovered at the project site during construction or
rehabilitation, lhe Granlee shall immediaiely stop construction and notify the local historical
preservation officer and the state historic preservation officer at the Department of Archaeology and
Historic Preservation (DAHP) at (360) 586-3065. lf human remains are discovered, the Grantee shall
stop work, report the presencg and location of the remains to the coroner and local law enforcement
immediately, and contact DAHP and the concerned tribe's cultural staff or committee.
15. LAWS
The Granlee shall comply wiih all applieable laws, ordinances, codes, regulations, and policies of local,
state, and federalgovernments, a$ now or hereafter amended, includingj:. Housing and Community DevelopmentAct of 1974.. CDBG regulations in 24 CFR Part 570.r 2 CFR 200.
16. PERFORMANCE REPORTING
The Grantee, at such times and in such forms as COMMERGE may require, shall furnish periodic
progr€ss and performance reporls pertaining to the activities undertaken pursuant to this Contracl.
These reports may include environmental review records, publication affidavits, procurement and
contracting records, documenlation ol compliance with federal civil rights requirements, job creation
l9c9rds, program income reports, reporls of the costs and obligations incurred in connsction therewith,
the final closeout raport, and any other matters covered by this Grant. Activities funded by this Grani
providing income-qualified direct assistance or direcl services under the limited clientele, housing, orjob creation CDBG National Objectives, must submit quarterly beneficiary reports as furnishei by
COMMERCE. Failure to submit these reports may result in COMMERCE withholding payment oi
terminating this Contract.
17. PROGRAM INCOME
Program income, as defined in 24 CFR 570.4S9(e), retains federal identity and will be used before
drawing additional CDBG funds to complete activities included in the Scope of Work and Budgei. The
Grantee must maintain records ol program income received and expended, and annualli report
program income received after closeout of this Grant. Program lncome shall be used to continue the
same activities to benefit low- and moderate-income persons or, wilh COMMERCE approval, for other
activities to benefit low- and moderale-income persons. lnterest earned in excess oi $too on CDBG
funds receivsd to reimburse incurred costs must be remitted to COMMERCE for return to the U.S.
Treasury.
18. $UBCONTRACJS FOR ENGTNEERTNG 9ERV|CEE
Engineering finns must certify lhat they are authorized to do business in lhe state of Washington and
are in full compliance with the requirernents of the Board of Professional Registration. TheGrantee
shall require that engineering services providers be covered by errors and omissions insurance. The
engineering lirm shall maintain minimum limits of no less than $1,000,000 per occurrence to cover all
activities by the engineering firm snd licensed staff employed or under contracl to the engineering fim.
The state of Washington, il$ agents, offlcers, and employees need not bs named as additional ins-ursds
under this policy.
19. closEouT
COMMERCE will advise the Grantee to initiate closeout procedures when there are no impediments to
closing and the following criteria have been met or soon will be met:
A. All costs have been incurred with the exception of closeout costs and eny unsetfled third-party
claims against the Grantee. Costs are incurred when goods and services are received or contract
work is performed.
Page 5
DocuSign Envelope D: 2A5377 17 -7667-43CF-852C-24886D28998E
SPECIAL TERMS AND CONOITIONS
INTERAGENCY GRANT AGREEMENT
FEDERAL FUNDS
B. The Grantee has held a public hearing to review program performance.
C. The Grantee has submitted the Contract Closeout Report. Failure to submit a report will notprcclude COMMERCE from effecting closeout if it is deemed to be in the state's interest. Any
excess grant amount in the Grantee's posse$sion shall be returned in lhe event of failura to linish
or update lhe report.
D. Other responsibilities of lhe Grantee under lhis Grant and applicable laws and regulalions appear
to have been canied out satisfactorily or there is no further state interest in keeping this Grant open
for the purpose of securing performance.
20. ORDEROFPRECEDENCE
ln the event of an inconsislency in this Grant, ihs inconsistency shall be resolved by giving precedence
in the following order:
Applicable federal and state of Washington statutes and regulations
Special lerms and Conditions
Gensral Terms and Conditions
Atlachment A - Scope of Work and Budget
Altachment B - Letter to lncur Cost, if appticable
Community Development Block Granl (CDBG) policies and proceduras including the CDBG
Management Handbook, prepared by commerce, located at www.comrnorce.wa.gov\cDBG
Grantee's application for funding
a
a
t
a
I
a
a
Page 6
DocuSign Envolope lDt 2A5377 17 -7667-43CF-852C-24E86D28998E
GENERAL TERMS ANO CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
1, DEFINITIONS
As used throughout this Granl, the following terms shall have the meaning set forth below:
A. "Authorized Representative" shall mean the Director and/or the designee authorized in wrilng to
act on the Direclor's behalf.
B. 'COMMERCE" shall mean the Department of Commerce.
C. "Grant" or "Agreement" means the entire written agreement between COMMERCE and the
Grantee, including any attachments, documents, or rnaterials incorporated by reference. E-mail or
facsimile transmission of a signed copy of this contract shall be the same as ielivery of an original.
D' "Granlee" shall rnean the enlity identified on the face sheet performing service(s) under this Grant,
and shall include all employees and agents of the Grantee.
E. "Personal lnformalion" shall mean information idenllfiable to any person, including, bul not limited
to, information that relates to a psrson's name, health, finances, iducation, busineJs, use or receiptof governmental services or other activities, addresses, telephone numbers, social securiiy
numbers, driver license numbers, other identifying numbers, and any financial identifiers.
F. "State" shall mean the state of Washington.
G. "Subgrantee" or "subcontractot'' shall mean one not in lhe employment of the Graniee, who isperforming all or part of those services under this Grant under a separate Grant with the Grantee.
The terms "subgrantee" or "subconlractor" mean subcontractor{s) in any tier.
2. ALLWRITINGS CONTAINED HEREIN
This Grant contains all lhe terms and conditions agreed upon by the parlies. No other undorslandings,
oral or othenrvise, regarding the subject mstter of this Grant snatl Oe deemed to exist or to bind any-oi
the parties hereto.
3. AMENDMENTS
This Grant may be amended by mutual agreement of the parties. $uch amendments shall not bebinding unless they are in writing and signed by personnel authorized to bind each of the parties.
4. ASSIGNMENT
Neither this Grant, work thereunder, nor any claim arising under this Grant, shall be transferred or
assigned by the Grantee without prior written consent ot CdMMERCE.
5. CONFIDENTIALITY AND SAFEGUARDING OF INFORIUATION
A. "Confidenlial lnformation' as used in this section includes:
i. All malerial provided to the Granlee by COMMERCE that is designated as "confidential" by
COMMERCE;
ii. All material produced by the Grantee that is designated as "confidentiat" by COMMERCE; and
iii. All personal information in the posssssion of the Grsntee ihat may not be disclosed under state
or federal law.
B. The Grantee shall comply with all state and federal laws related to the use, sharing, lransfer, sale,
or disclosure oi Confidential lnformation. The Grantee shall use Confidential lnformation solely forthe purposes of this Grant and shall not use, share, transfer, sell or disclose any Confidential
lnformation to ary third party except with lhe prior written consant of COMMERCE or as may berequired by law. The Grantee shalltake all necessary steps to assure that Confidsntial lnformaiionis safeguarded to prevent unauthorized use, sharing, transfer, sale or discloeure of Confidonlial
lnformation or violation of any state or federal laws reiated thereto. Upon request, lhe Grantes shallprovide COMMERCE with its policies and prooedures on confidentiaiity. CCiMMERCE may require
changes to such policies and procedures as they apply to this Grlnt whenever COMMFRCEreasonably determines that changes are necessary to prevent unauthorized disclosures. The
Page 7
DocuSign Envolope lD: 2A5377 17 -7667-43CF-852C-24E86D289988
GENERAL TERMS AND COITIDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUNDS
Grantee thall make the changes within the time period specified by COMMERCE. Upon requost,the Grantee shall immediately return lo COMMERCE any bonfidential lnformation that
COMMERCE reasonably determines has not been adequately protected by the Grantee against
unauthorized disclosure.
C" Unauthorized Use or Disclosure. The Grantee shall nolify COMMERCE within five (5) working days
of any unauthorized use or disclosure of any confideniial information, and ehall'take necessary
steps to mitigate the harmful effects of such use or disclosure"
6. COPYRIGHT
Unless otherwise provided, all Materials produced under this Grant shall be considered "works for hire,'
as deflned by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shail be
considered the author of such Materials. ln the event the Materials are not considered "works for hire"
under the U.S. Copyright laws, the Grantee hereby irrevocably assigns alt right, tifle, and interest in all
Materials, including all intellectual property rights, moral righti, and-dghts of publicity to COMMERCE
effectlve from the mornent of creation of such Materials.
"Materials" means all items in any format and includes, but is not limited to, data, reports, documenls,
pamphlets, advertisements, books, magazines, surveys, studies, compuler programs, films, tapes,
and/or sound reproduction$. "Ownership" includes lhe right io copyright, pateni, reglster anO the alitity
to transfer lhese rights.
For Materials that are delivered under the Grant, but that incorporate pre-existing materials notproduced under the Grant, the Grantee hereby grants to COMMERCE a nonsxclusiie, royalty-free,
irrevocable license (with rights to sublicense to others) in sueh Materials to translate, r6pr6ouce,
distribute, prepare derivative works, publicly perform, anct publicly display. The Granlee warrants and
represents that the Grantee has all rights and permissions, including intellectual property rights, moral
rights and rights ol publicity, necessary to grant such a ticense to COMMERCE.
'
The Grantee shall exert all reasonable efforl to advise COMMERCE, at the time of delivery of Materiats
furnished under this Grantee, of all known or potential invasions of privacy contained therain and of any
portion of such document which was not produced in the performance of this Grant. The Grantee shail
provide COMMERCE with prompt written notice of each notiee or claim of inlringement received by the
Grantee with respect to any Materials delivered under lhis Grant. COMMERCE shall have the rig-nt to
modify or remove any restrictive markings placed upon the Materials by the Granlee.
7. DISPUTES
ln the event that a dispute arises under this Agreement, it shall be determined by a Dispule Board in
the following manner: Each party to this Agreement shall appoint one member t6 tne Oispute Board.
The members so appointed shall jointly appoint an additional member to the Dispute
'Board.
The
Dispute Board shall review the facts, Agreement terms and applicable statutes and rules and make a
determination of the dispute. The Dispute Board shall thereafter decide the dispute with the rnajority
prevailing. The determination of the Dispute Board shall be final and binding on the parties nereti. Rian alternative to this process, either of the parties may request intervention Oy ifre Governor, asprovided by RCW 43.17.330, in which event the Governoi's process will controt.
8. GOVERNING LAWAND VENUE
This Grant shall be conetrued and interpreted in accordance with tha laws of the state of Washington,
and any applicable federal laws, and the venue of any action brought hereunder shall be in tha Supirior
Court for Thurston County.
9. INDEMNIFICATION
Each party shall be solely responsible for the acts of its employees, officers, and agents.
Page I
Docusign Envelope lD: 2A5377 17 -7667-43CF-852C-24E86D28998E
GENERAL TERTUIS AND CONDITIOI{S
I NTERAG ET{CY AGREEMENT
FEDERAL FUNDS
IO. LICENSING. AGCREDITATION AND REGISTRATION
The Granlee shall comply with all applicable local, state, and federal licensing, accreditation and
registration requirements or shndards necessary for the performance of this Grant.
'1.
RECAP'TURE
ln the event lhat the Grantee fails to perform this Grant in accordance with slate laws, federal laws,
andlor the provisions of lhis Grant, COMMERCE reserves the right to recapture funds in an amount to
compensste COMMERCE for the noncompliance in addition to any other remedies available at law or
in equity.
Repayment by the Grantee of funds under this recapture provision shall occur within the time geriod
specified by COMMERCE. ln lhe alternative, COMMERCE may recapture such funds from payments
due under this Grantee.
12. RECORDS MAINTENANCE
Tha Granlee shall maintain books, records, documents, data and other evidence relating to this Granl
and performance of the services described herein, including but not limited to accountirig procedures
and practicos that suff;ciently and properly reflect all direct ind indircct costs of any natu-re expended
in the performance of this Grentee.
The Grantee shall retain such records for a period of six (B) years following the date of final payment.
At no additional cost, these records, including materials generated under thL Grant, shall be subject atall reasonable timos to inspection, review or audit Oy COIAUERCE, personnel duly authorizld by
COMMERCE, the Office of the State Auditor, and federal and state omciats so auihorized by taw,
regulation or agreement.
lf any litigalion, claim or audit is started before the expiration of the six (6) year period, the records shall
be retained until all litigation, claims, or audit findings involving lhe records have been resolved.
13. SAV|NGS
ln.the.event funding from state, federal, or other sources is withdrawn, reduced, or limited in any wayafier the effective date of this Grant and prior to normal completion, COMMERCE rnay suspend or
terminate the Grant under the "Termination for Convenience" clause, without the ten lalendar day
notice requirement. ln lieu of lermination, the Grant may be amended to reflect the new fundinil
limitations and conditions.
14. SEVERASILITY
The provisions of this Grant are intended to be severable. lf any term or provision is illegal or invalid for
any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the
Grant.
1 5. SUBGRANTING/SUBCONTRACTING
The Grantee may only subcontract work contemplated under this Grant if il obtains the prior written
approval of COMMERCE.
lf COMMERCE approves subcontracting, the Grantee shall maintain written procedures related to
subc€ntracting, as well as copies of all subcontracts and records related to subcontracts. For cause,
COMMERCE in writing may: (a) require lhe Grantee to amend its subcontracting procedures as they
relate to this Grant p) prohibit the Grantee from subcontracting with a particutai person or entity; or
{c} require the Grantee to rescind or amend a subcontract.
Every subcontract shall bind the Subgrantee to follow all applicable terms of this Grant. The Grantea is
responsible to COMMERCE if the Subgrantee fails to comply wilh any appticable term or condition ol
this Grant. The Grantee shall appropriately monitor the aclivities of the Subgrantee to assure liscal
conditions of this grant. ln no event shall the existenee of a suhcontract operite to release or reduce
the liability of the Grantee lo COMMERCE for any breach in the performance of the Grantee's duties.
Page I
DocuSign Envolope lD: 2A5377 17 -7667-43CF-852C-24E86D28998E
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEOERAL FUNDS
Every subcontract shall include a term that OOMMERCE and the State of Washington are not liable for
clairns or damages arising from a Subgrantee's performance of lhe subcontract.
I6. SURVIVAL
The terms, conditions, and warrantiee contained in this Gran that by their sense and conlext are
intended to survive ihe completion of the performance, cancellation or lermination of this Granlee shall
so survive.
17. TERMINATION FOR CAUSE
ln lhe event COMMERCE determines the Grantee has failed to comply with the conditions of this Grant
in a tirnely rnanner, COMMERCE has the right to suspend or lerminatethis contract. Before suspending
or terminating the Grant, COMMERCE shall notify the Grantee in writing of the need to take corec{ivi
aclion, lf corrective action is not taken within 30 calendar days, the Grant may be terminated or
suspended.
ln the event of termination or suspension, the Grantee shall be liable for damages as authorized by law
including, but not limited to, any cost difference between the original Grant
-and the replacement or
cover Grant and all administrative costs direclly related to the replacemenl contracl, e.g., cost of lhe
competitive bidding, mailing, advertising and staff time.
COMMERCE reserves the right to suspend all or part of ihe Grant, withhold further payments, or
prohibit the Grantee from incurring additional obligations of funds during investigation of the alleged
compliance breach and pending corrective action by the GRANTEE or a decision Uy COUUE RCE to
terminate the grant. A terminalion shall be deemed a 'Termination for Convenience" if it is determined
that the Grantee: (1) was not in default; or (21failure to perform was outside of his or her control, fault
or negligenee.
The rights and remedies of COMMERCE provided in this Grant are not exclusiva and are in addition to
any other rights and remedies provided by law"
18. TERMINATION FOR CONVENIENCE
Except aa othen'vise provided in this Grant, COMMERCE may, by ten (10) business days written nolice,
beginning on the second day after the mailing, terminate this Grant, in whole or in part. lf this Grant ie
so terminated, COMMERCE shall be liable only for payment required under the terms of this Grant for
services rendered or goods delivered prior to the effective date of termination.
19. TERMINATION PROCEDURES
Upon termination of this Grant, COMMERCE, in addition to any other rights provided in this contract,
may require the Grantee to deliver to COMMERCE any property specilically produced or acquired for
the perlormance of such part of this Grant as has been terminated. The provisions of the "Treatment of
Assets" clause shall apply in such property transfer.
COMMERCE shall pay to the Grantee the agreed upon price, if separatety stated, for completed work
and services accepted by CoMMERCE, and the amount agreed upon by the Grantee and CoMMERCE
for (i) completed work and services for which no sepsrate price is siated, (ii) partially completed work
and servicee, (iii) other property or services that are accepted by COMMERCE, and 1iv) ttre protection
and preservation of property, unless lhe termination is for defautt, in which case the Authorized
Representative shall determine the extent of the liability of COMMERCE. Failure to agree with such
determination shall be a dispute within the meaning of the "Disputes" clause of this contract.
COMMERCE may withhold from any amounts due the Grantee such surn as the Authorized
Represenlalive determines to be necessary to protect COMMERCE against poteniial toss or tiability.
The rights and remedies of COMMERCE provided in this section shatl not be exclusive and are in
addition to any other righls and remedies provided by law or under this contract.
Page 10
DocuSign Envelope lD: 2A5377 17-7 667-43CF-852C -24E86D2899AE
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERAL FUI,IDS
After receipt of a nolice of ternination, and except as olherwise directed by the Aulhorized
Represenlalive, the Grantee shall:
A. Stop work under lhe Grant on tho date, and to tha enent specified, in lhe notice;
B' Place no furlher oders or subgrantslsubcontracls for materials, services, or facilities except as
may be necessary for completion of such portion of the work under the Grant that is not terminated;
C. Assign to COMMERCE, in the manner, at the tirnes, and to the extenl directed by the Aulhorized
Representativo, all of the rights, title, and interest of the Grantee under ihe orders and
subgrantslsubcontracts so terminated, in which case COMMERCE has the right, at its discretion,to settle or pay any or all claims arising out of the termination of such ordgrs and
subgrants/subcontracts ;
D. Settle all outstanding liabilities and all claims arising out of such termination of orders and
subcontracts, with the approval or ratification of the Authorized Reprosentative to the extent th€
Authorized Representative may require, whieh approval or ratification shall be final for all thepurposes of this clause;
E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by
the Authorized Representative any property which, if the Grant had been completed, would havi
been required to be furnished to COMMERCE;
F. Complete perlormance of such part af the work as shatl not have been terminated by the Authorized
Repressntative; and
G. Take such action as may be necassary, or as the Authorized Representative may direct, for theprotection and preservation of the property related to this Grant, which is in the pobsession of the
Grantee and in which the Authorized Represenlative has or may acquire an inteiest.
20. TREATMENTOFASSETS
Title to all property furnished by COMMERCE shall remain in COMMERCE. Tile to alt property
furnished by the Granlee, for the cost of which the Grantee is entifled to be reimbursed as a direct item
of cost under this Grant, shall pass to and vesl in COMMERCE upon delivery of such property by the
Grantee. Title to other property, the cost of which is reimbursable to the Grantie undert'his'Grant, ihattpass to and vest in COMMERCE upon (i) issuance for use of such property in the performance of lhisGrant, or {ii) commencement of use of such property in the performdnce of this Grant, or (iii)
reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first occurs.
A. Any property of COMMERCE furnished to lhe Grantee shall, unless olherwise provided herein or
approved by COMMERCE, be used only for the performance of this contract.
B" The Grantee shall be responsible for any loss or damage to property of COMMERCE that results
from the negligence of the Grantee or which results trom the faiiure-on the part of the Grantee to
maintain and administer lhat property in accordance wilh sound management practices.
C. lf any COMMERCE property is lost, destroyed or damaged, the Grantee shall immediately notify
COMMERCE and shall take all reasonable steps to protect the property from further damage.
D. The Grantee shall surrender to COMMERCE all property of COMMERCE prior to se$emant upon
completion, termination or cancellation of this contract
All reference lo the Grantee under this clause shall also include Grantee's employees, agents or
Su b granteeslSu bcontractors.
2r. uvAtvER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach.
Any waiver shall not be construed to be a modilication of the terms of tnis grdnt unless stated to be
such in writing and signed by Authorized Represantative of coMMERcE.
Page 11
DocuSign Envelope lD: 2A5377 17 -7667-43CF-852C-24E86D28998E
ATTACHMENT A . SCOPE OF WORK AND BUDGET
Grantee: Kittitas County I Contract No. 21-62210-030
Proiect Descrlptlon / Dellverable
Kittitas County is awarded a CDBG General Purpose Grant for a Food Bank and Food Pantry Expansion with Friends in S€rvice to
Humanity (FISH) as grant 5ubrecipient. The project will result in expanded operations of the facility and increased level of vital
public services to the community. Major components of the proiect include design and construction of a new food bank and
improved food pantry.
The project will benefit approximately 20,167 persons annually and target services to limited clientele with principally low-and
moderate-incomes based on the natur€ and location of the community facility. The project will accomplish HUD's outcome of
increasing the community's availability and access to a sustainable community facility to achieve HUD's objective of cfeating
suitable living environments.
Budget
Budgei Code & De3cription CDEG Frlends ln Service
to Humanity (FISH)
Dept. of Commerce
Local Communlty
Projects
Direct Appropriatlon
Privat€ Donation/
Capital Campalgn Total
03€ Neighborhood Facilities $eoo,ooo $29,120 51,498,650 5172,907 $2,6AA,677
ProJeel Actlvltles and Milestones
Project Actlvltles Milestones
Execute Srant contract with Commerce and establish administrative, financiaf, reporting and record
keeping systeme.
Complete the environmental review in compliance wlth Federal related laws and authoritie$ listed at
24 CFR 58.5 and 58.6 and request CDBG release of funds.
Verifo subrecipient does not have an active exclusion record in SAM.gov.
I
a
I
I Establish a subrecipient that ensures the LMI benefit will be met for at least l0 years.
Eefore first
payment request
I Prepare and submit payment requests with supporting documentation to commerce.Not more than
monthly
t Submit a CDBG Beneficiary Reporr.Annually by luly 31
I As necessary, arrange an audit with the Washington State Auditor in accordance with the llnilorm
Guidonce, 2 CFR 200, Subpart F- Audit Requirements.Annually
Prepare bid documents in consultation with CDBG project manager,I Befo.e construction
bid advertisement
Procure construction contract in compliance wi?h state and CDBG requirements including outreach to
MWB€ and Section 3 local businesses,
Verify contractorlsubcontractors do not have an active exclusion record in SAM.gov and include
documentation in CDBG file.
a
I
Before award of
construction
contract
Review certified payrolls and submit labor standards package.I
Before first
constructi0n
payment request
Regularly monitor engineering, weekly certified payrolls, and constructicn for compliance with
applicable federal and state regulations, and conduct progress meetings.
a Weekly during
construction
r Complete applicable civil rights requirements.I Conduct monitoring of the subrecipient to verify the grant is used according to CDBG requirements
and all costs reimbursed are allowable.- Submit a copy of the Deed of Trust for the value of the CD$G investment_r Conduct a final public hearing to review project performance, resolve all monitoring issues wilh
CDB6, and submit a COBG Contract Closeout Report,
Before final
payment reguest
Meet the CDBG national objective of principally benefiting low- and moderate-incorne persons.Eefsre contract
end date
vdr 10 14 21