HomeMy WebLinkAboutRES 2022-200 Federal Interagency Agreement Washington State Dept of CommerceBOARD OF COUNTY COMMISSIONERS
COUNTY OF KITTITAS
STATE OF WASHINGTON
A RESOLUTION AUTHORIZING THE EXECUTION OF AN
INTERAGENCY AGREEMENT WITH WASHINGTON STATE DEPARTMENT OF COMMERCE FOR
coMMUNtTy DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM
PUBLIC SERVICES GRANT
REsoLUfloN No. 2022- am
Whereas,Chapters 39.33 and 39.34 RCW, the lnterlocal Cooperation Act, authorizes public
agencies to enter into agreements for mutually advantageous joint or cooperative
action; and
Whereas,Kittitas County and washington State Department of Commerce are public
agencies within the meaning of chapters 39.33 and 39.34 RCW; and
Whereas,Kittitas County and Washington State Department of Commerce will enter into
the agreement to fund the Costs incurred for the public services through
HopeSource to low- and moderate-income persons in Kittitas County for the
period of Ju!.r, L2172thru June 3A,2A23.
NOW, THEREFORE, BE lT RESOLVED, the Kittitas County Board of County Commissioners
authorizes the exeeution of the lnteragency Agreement wlth Washington State Department of
commerce, attached hereto, and incorporated herein by this reference.
APPROVED, this Lst day of November 2022, at Ellensburg, Washington
BOARD OF COUNTY COMMISSIONERS
KIfiITAS COUNTY, WASHINGTON
ABSENT
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Laura Osiadacz, Chair
ght,Vice-atrCon
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chsmith, Commissioner
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Federal lnteragency Agreement with
Kittitas County
through
Community Development Block Grant (CDBG) program
Public Services Grant
Contract Num ber: 22-6221A-008
Public services through Hopesource to low- and moderate-income
persons in Kittitas County
Dated: July 01 ,2022
For
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4.
5.
6.
7.
8.
9.
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Table of Gontents
L Definitions....
2. Authority
3. Acknowledgement of Federal Funding ...
Granl Management
Compensation and Expenses ...............
Subcontractor Data Collection ...............
lndirect Costs ...........
Billing Procedures and Payment.....,.
Audit............
Fraud and Other Loss Reporting......
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11. Debarment..,....
12. |nsurance...................
1 3. Acquisition and Disposition of Assets .. ...
14. Environmental Review
15. Historical or Cultural Artifacts, Human Remains.........
16. Laws.....
17. Pertormance Reporting............
18. Program 1ncome.........
19. Subcontracts for Engineering Services.......
20. C|oseout.....................
21 . Order of Precedence..
Definitions.........1.
2.
3.
4.
5.
6.
7.
8.
9.
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All Writings Contained Herein .....
Amendments
Assignments
Gonfidentiality and Safeguarding of lnformation
Copyright.....
Disputes ....
lndemnificalion
Licensing, Accreditation, and Registration....
Recapture.............
Records Maintenance..
Savings..
'13. Severability...
1 4. Subgranting/Subcontracting , .......
15. Survival.
16. Termination for Cause.
17. Termination for Convenience
1 8. Termination Procedures........,...........
19. Treatment of Assets......
20. Waiver.
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Attachment A - Scope of Work and Budget...........
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Face Sheet
Local Government Division
Community Assistance and Research Unit
CDBG Public Seruices Grant
Gontract N u mber: 22-6221 0-OO8
1. Grantee
Kittitas County
205 W Sth Ave, Suite 108
Ellensburg, WA 98926
2. Grantee Doing Business As (optional)
N/A
3. Grantee Representative
Dora Van Epps, Fiscal Analyst
(509) 962-7621
dora. vanepps. au@co. kittitas.wa. us
4. COMMERCE Representative
Roberta Golden, Project Manager
PO Box 4252511011 Plum Street SE, Olympia, WA 98504
(360) 953-9069 | roberta.golden@commerce.wa.gov
5. Grant Amount
$83,000
6. Funding Source
Federal: / State: Other:
7. Start Date
7t1t2022
8. End Date
6t30t2023
9. Federal Funds
$83,000
Federal Agency
U.S. Department of Housing and
Urban Development (HUD)
lndirect Rate
N/A
ALN (CFDA #)
14.228
{0. Tax lD #
On Fite
11. SWV#
001 01 75-00
12. UBt #
192002673
13. UEt #
WQ23XPBSAU44
14. Grant Purpose
Public Services through HopeSource to low- and moderate-income persons in Kittitas County. A full description of
the project is in Attachment "A" Scope of Work and Budget.
COMMERCE, defined as the Department of Commerce, and the Grantee, as defined above, acknowledge and
accept the terms of this Grant and Attachments and have executed this Grant on the date below and warrant they
are authorized to bind their respective agencies. The rights and obligations of both parties to this Grant are governed
by this Grant and the following documents hereby incorporated by reference: Grantee Terms and Conditions
including Attachment "A" - Scope of Work and Budget.
Board of Cou
FOR GRANTEE
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Date
FOR COMMERCE
by:
fiAil,L
Assistant Director
Local Government Division
LL/7/2022 | 2:08 PM PSr
Date
APPROVED AS TO FORM ONLY
Sandra Adix, Assistant Attorney General 09-02-2022
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Detx.lrncrrt ofComnxrre
Special Terms and Conditions
L Definitions
A. "Contractor" and "Grantee" in this Grant, and the term "subrecipient" found in the federal
Community Development Block Grant (CDBG) rules and regulaiions, shall mean the 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 "Subcontractor" shall mean one not in the employment of the Grantee, who is
performing all or part of those services under this Grant under a separate Grant with the Grantee.
The terms "subgrantee" or "subcontractor" mean subcontractor(s) in any tier.
D. "Subrecipient" shall mean a non-federal entity that expends federal awards received from a pass-
through entity to carry out a federal program, but does not include an individual that is a beneficiary
of such a program. lt also excludes vendors that receive federal funds in exchange for goods and/or
services in the course of normal trade or commerce.
2. Authoritv
COMMERCE and Grantee enter into this Contract pursuant to the authority granted by the lnterlocal
Cooperation Act, Chapter 39.34 RCW.
3. Acknowledqement of Federal Fundinq
FederalAward Date: August 29,2A22
Federal Award ldentification Number (FAIN): B-22-DC-53-0001
Total amount of the federal award: $12,719,519
Awarding official: Carma Reed, Acting HUD CPD Director
The Grantee agrees that any publications (written, visual, or sound) but excluding press releases,
newsletters, and issue analyses, issued by the Grantee describing programs or projects funded in
whole or in part with federal funds under this Contract, shall contain the following statements:
"This project was supported by Grant No. B-22-DC-53-0001 awarded by the U.S.
Department of Housing and Urban Development (HUD). Points of view in this document
are those of the author and do not necessarily represent the official position or policies
of HUD. Grant funds are administered by the Community Development Block Grant
Program, Washington State Department of Commerce."
4. Grant Manaqement
The Representative for each of the parties shall be responsible for and shall be the conlact person for
all communications and billings regarding the performance of this Contract.
The Representative for COMMERCE and their contact information are identified on the Face Sheet of
this Contract" The Representative for the Contractor and their contact information are identified on the
Face Sheet of this Contract.
5. Compensatlon and Expenses
COMMERCE shall pay an amount not to exceed the amount identified on the Face Sheet of this Grant
for the performance of all things necessary for or incidental to the performance of work as set forth in
the Scope of Wok in Attachment "A" - Scope of Work and Budget.
Grantee shall receive reimbursement for travel and other expenses as authorized in advance by
COMMERCE as reimbursable. Grantee shall receive compensation for travel expenses at current state
travel reimbursement rates.
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6. Subcontractor Data Collection
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 Grant performed by subcontractors and the portion
of Grant funds expended for work performed by subcontractors, including but nol necessarily limited
to minority-owned, woman-owned, and veteran-owned business subcontractors. "subcontractors"
shall mean subcontractors of any tier.
7. lndirect 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 cost rate of 10o/o of modified total direct
costs (MTDC) willbe used.
8. Blllinq Procedures and Pavment
COMMERCE will pay Grantee upon acceptance of services provided and receipt of properly completed
invoices, submitted not more often than monthly to the COMMERCE Representative.
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 Contract Number
identilied 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) calendar days after
receipt of properly completed invoices. Payment shall be sent to the address designated by the
Grantee.
COMMERCE may, in its sole discretion, terminate the Grant or withhold payments claimed by the
Grantee for services rendered if the Grantee fails to satisfactorily comply with any term or condition of
this Grant, including completion of the Environmental Review and the release of funds (if applicable).
No payments in advance or in anticipation of services or supplies to be provided under this Grant shall
be made by COMMERCE.
COMMERCE shall not release the final five (5) percent of the total grant amount until acceptance by
COMMERCE of project completion.
lnvoices and End oJ Fiscal Year:
lnvoices are due on the 20th of the month following the provision of services.
Final invoices for a state fiscal year may be due sooner than the 20th and Commerce will provide
notification of the end of fiscal year due date.
The grantee must invoice for all expenses from the beginning of the contract through June 30,
regardless of the contract start 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 been or will be paid by any other
source, including grants, for that service.
Disallowed Costs
The Grantee is responsible for any audit exceptions or disallowed costs incurred by its own organization
or that of its subcontractors/subrecipient.
COMMERCE, in its sole discretion, may withhold ten percent (10%) from each payment until
acceptance by COMMERCE of the final report (or completion of the project, etc.).
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9. Audit
lf the Grantee is a subrecipient and expends $750,000 or more in federal awards from any andlor all
sources in any fiscal year, the Grantee shall procure and pay for a single audit or a program-specific
audit for that fiscal year. Upon completlon of each audit, the Grantee shall:
A. Submit to COMMERCE the reporting package specified in OMB Super Circular 2 CFR 200.501,
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 findlngs.
lf the Grantee is a subrecipient and expends less than $750,000 in federal awards from any and/or all
sources in any fiscal year, the Grantee shall notify COMMERCE they did not meet the single audit
requirement. The Grantee shall send all single audit documentation to Lederel,Auelile.lqelnghp_Use
10. Fraud. and Other Loss Reoortino
Contractor/Grantee shall report in writing all known or suspected fraud or olher loss of any funds or
other property furnished under this Contract immediately or as soon as practicable to the Commerce
Representative identified on the Face Sheet.
1'1. Debarmenl
A. Grantee, defined as the primary participant and it principals, certifies by signing these General
Terms and Conditions that to the best of ils knowledge and belief that they:
i. Are not presently debarred, suspended, proposed for debarment, declared ineligible or
voluntarily excluded from covered transactions by any Federal department or agency.
ii. Have not within a three-year period preceding this Grant, been convicted of or had a civil
judgment rendered against them for commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a public or private agreement or
transaction, violation of Federal or State antitrust statutes or commission of embezzlement,
theft, forgery, bribery, falsification or destruction of records, making false slatements, tax
evasion, receiving stolen property, making false claims, or obstruction of justice;
iii. Are not presently indicted for or otherwise criminally or civilly charged by a governmental
entity (Federal, State, or local) with commission of any of the offenses enumerated in
paragraph (1)(b) of federal Executive Order 12549;and
iv. Have not within a three-year period preceding the signing of this Grant had one or more
public transactions (Federal, State, or local) terminated for cause of default.
B. Where the Grantee is unable to certifu to any of the statements in this Grant, the Grantee shall
attach an explanation to this Grant.
C. The Grantee agrees by signing this Grant that it shall not knowingly enter into any lower tier covered
transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded
from parlicipation in this covered transaction, unless authorized by COMMERCE.
D. The Grantee further agrees by signing this Grant that it will include the clause titled "Certification
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 for lower tier covered transactions:
i. The lower tier Grantee certifies, by signing this Grant that neither it nor its principals is
presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from participation in this transaction by any Federal department or agency.
ii. Where the lower tier Grantee is unable to certify to any of the statements in this Grant, such
contractor shall attach an explanation to this Grant.
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E. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction,
person, primary covered transaction, principal, and voluntarily excluded, as used in this section,
have the meanings set out in the Definitions and Coverage sections of the rules implementing
Executive Order 12549. You may contact COMMERCE for assistance in obtaining a copy of these
regulations.
{2.lnsurance
Each party certifies that it is self-insured under the State's or local government self-insurance liability
program, and shall be responsible for losses for which it is found liable.
13. Aqquisltion and DiEposition 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 equipment under this Grant will be in compliance with the
requirements of all applicable federal law and regulation, including but not limited to 24 CFR Part 84
and 24 CFR Part 570.489,570.502,570.503,570.504, and 570.505 as applicable, which include but are
not limited to the following:
Real property that was acquired or improved, in whole or in part, with funds under this Grant in excess
of $25,000 shall be used to meet one of the CDBG national objectives for ten (10) years after the Grant
is closed. Any exception must be made with COMMERCE approvaland the Grantee will be responsible
to pay COMMERCE an amount equal to the current fair market value of the property less any portion
of the value attributable to expenditures of non-CDBG funds for acquisition of or improvement to the
property. Such payment from the disposition of real property acquired with this Grant within ten (10)
years of closeout of the Grant shall be treated as CDBG Program lncome.
ln cases in which equipmenl acquired in whole or in part with funds under this Grant is sold, the
proceeds will be CDBG Program lncome.
14. Environmental Review
General Puroose and Economic Onoortunitv Grants
COMMERCE shall not release funding to a Grantee until the following conditions implementing 24 CFR
part 58 are met:
A. The Grantee must complete an environmental review of the project and make a finding of
environmental impact. A notice of this finding must be published along with a notice of the Grantee's
intent to request release of funds for the project unless the project is exempt from the publication
requirements as described. The Grantee must allow a seven (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 any comments
received, submit a request for release of funds to COMMERCE. Upon receipt of the 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 Grantee in writing of the release of federal funds for the
project.
B. This special condition is satisfied when the Grantee completes the environmental review and
request for release of funds from COMMERCE. The special condition is effectively removed on the
date COMMERCE provides the Grantee with written notice of release of funds.
Planninq-Only Activilies and Public Services Activities
Funding shall not be released to a Planning-Only Activities or Public Services Activities recipient until
the following conditions are met: The Grantee assures that assisted activities are exempt under NEPA
(24 CFR 58.34) and categorically 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
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environmental laws, stalutes, regulations or executive orders. ln addition, the Grantee assures it will
document, in writing, its determination that each activity or project is exempt and meets lhe conditions
specified for such exemption under (NEPA) 24 CFR 58.34(3) (for Planning-Only) or 58.34(4) (for Public
Services) and (SEPA) WAC 197-1 1-800.
{5. Historlcal or Cultural Artlfacts. Human Remaing
ln the event that historical or cultural artifacts are discovered at the project site during construction or
rehabilitation, the Grantee shall immediately stop construction and notify the local historical
preservation officer and the state historic preservation officer at the Department of Archaeology and
Historic Preservation (DAHP). lf human remains are discovered, the Grantee shall stop work, report
the presence 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.
16. Laws
The Grantee shall comply with all applicable laws, ordinances, codes, regulations, and policies of local,
state, and federal governments, as now or hereafter amended, including:
. Housing and Community Development Act of 1974.. CDBG regulations in 24 CFR Part 570.r 2 CFR 200.
I 7. Performance Reporting
The Grantee, at such times and in such forms as COMMERCE may require, shall furnish periodic
progress and performance reports pertaining to the activities undertaken pursuant to this Contract.
These reports may include environmental review records, publication affidavits, procurement and
contracting records, documentation of compliance with federal civil rights requirements, job creation
records, program income reports, reports of the costs and obligations incurred in connection therewilh,
the final closeout report, and any other matters covered by this Grant. Activities funded by this Grant
providing income-qualified direct assistance or direct services under the limited clientele, housing, or
job creation CDBG National Objectives, must submit quarterly beneficiary reports as furnished by
COMMERCE. Failure to submit these reports may result in COMMERCE withholding payment or
terminating this Contract.
18. Proqram Income
Program income, as defined in 24 CFR 570.489(e), retains federal identity and will be used before
drawing additional CDBG funds to complete activities included in Attachment A - Scope of Work and
Budget. The Grantee must maintain records of program income received and expended, and annually
report program income received after closeout of this Grant. Program lncome shall be used lo continue
the same activities to benefit low- and moderate-income persons or, with COMMERCE approval, for
other activities to benefit low- and moderate-income persons. lnterest earned in excess of 9100 on
CDBG funds received to reimburse incurred costs must be remitted to COMMERCE for return to the
U.S. Treasury.
19. Subcontracts for Enqineerino Services
Engineering firms must certify that they are authorized to do business in the state of Washington and
are in full compliance with the requirements of the Board of Professional Registration. The Grantee
shall require that engineering services providers be covered by errors and omissions insurance. The
engineering firm shall maintain minimum limits of no less than 91,000,000 per occurrence to cover all
activities by the engineering firm and licensed staff employed or under contract to the engineering firm.
The state of Washington, its agents, officers, and employees need not be named as additional insureds
under this policy.
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20. 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 incuned with the exception of closeout costs and any unsettled third-party
claims against ihe Grantee. Costs are incurred when goods and services are received or contract
work is performed.
B. The Grantee has held a public hearing to review program performance.
G. The Grantee has submitted the Contract Closeout Report. Failure to submit a report will not
preclude COMMERCE from effecting closeout if it is deemed to be in the state's interest. Any
excess grant amount in the Grantee's possession shall be returned in the event of failure to finish
or update the report.
21. Order of Precedence
ln the event of an inconsistency in this Grant, the inconsistency shall be resolved by giving precedence
in the following order:
. Applicable federal and state of Washington slatutes and regulations
r Special Terms and Conditions
r General Terms and Conditions
r Attachment A - Scope of Work and Budget
o Community Development Block Grant (CDBG) policies and procedures including the CDBG
Management Handbook, prepared by Commerce, located at www.commerce.wa.gov\CDBG
. COMMERCE grant award letterto Grantee
. Grantee's application for funding
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General Terms and Conditions
1. Definitions
As used throughout this Grant, the following terms shall have the meaning set forth below:
A. "Authorized Representative" shall mean the Director and/or the designee authorized in
writing lo act on the Director's behalf.
B. 'COMMERCE" shall mean the Washington Department of Commerce.
G. "Grant" or "Agreement" or "Grant" means the entire written agreement between COMMERCE
and the Grantee, including any Exhibits, documents, or materials incorporated by reference.
E-mail or Facsimile transmission of a signed copy of this contract shall be the same as
delivery of an original.
D. "Grantee" shall mean the entity identified on the face sheet performing service(s) under this
Contract, and shall include all employees and agents of the Contractor.
E. "Modified Total Direct Costs' (MTDC) shall mean all direct salaries and wages, applicable
fringe benefits, materials and supplies, services, travel, and up to the lirst $25,000 of each
subaward (regardless of the period of performance of the subawards under the award).
MTDC excludes equipment, capital expenditures, charges for patient care, rental costs,
tuition remission, scholarships and fellowships, participant support costs and the portion of
each subaward in excess of $25,000.
F. "Personal lnformation" shall mean information identifiable to any person, including, but not
limited to, information that relates to a person's name, health, finances, education, business,
use or receipt of governmental services or other activities, addresses, telephone numbers,
social security numbers, driver license numbers, other identifying numbers, and any financial
identifiers.
G. "State" shall mean the state of Washington.
H. "Subaward" shall mean an award provided by a pass{hrough entity to a subrecipient for the
subrecipient to carry out part of a Federal award received by the pass-through entity. lt does
not include payments to a contractor or payments to an individual that is a beneficiary of a
Federal program. A subaward may be provided through any forrn of legal agreement,
including an agreement that the pass-through entity considers a contract.
l. "Subgrantee" or "Subcontractor" shall mean one not in the employment of the Contractor,
who is performing all or part of those services under this Contract under a separate contract
with the Contractor. The terms "subcontractor" and "subcontractors" mean subcontractor(s)
in any tier.
J. "Subrecipient" shall mean a non-Federal entity that receives a subaward from a pass-
through entity io carry out part of a Federal program; bui does not include an individual that
is a beneficiary of such program. A subrecipient may also be a recipient of other Federal
awards directly from a Federal awarding agency.
2. All Wrltlnqs Containe4 l-lgrein
This Grant contains all the terms and conditions agreed upon by the parties. No other understandings,
oral or othenruise, regarding the subject malter of ihis Grant shall be deemed to exist or to bind any of
the parties hereto.
3. Amendments
This Grant may be amended by mutual agreement of the parties. Such amendments shall not be
binding unless they are in writing and signed by personnel authorized to bind each of the parties.
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4. Assiqnments
Neither this Grant, work thereunder, nor any claim arising under this Grant, shall be transferred or
assigned by the Grantee without prior written consent of COMMERCE.
5. Confidentialitv and Safequardins of Information
A. "Confidential lnformation" as used in this section includes:
i. All material provided to the Grantee by COMMERCE that is designated as "confidential" by
COMMERCE;
ii. All material produced by the Grantee that is designated as "confidential" by COMMERCE; and
iii. All personal information in the possession of the Grantee that 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, transfer, sale,
or disclosure of Confidential lnformation. The Grantee shall use Confidential lnformation solely for
the purposes of this Grani and shall not use, share, transfer, sell or disclose any Confidential
lnformation to any third party except with the prior writlen consent of COMMERCE or as may be
required by law. The Grantee shall take all necessary steps to assure that Confidential lnformation
is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential
lnformation or violation of any state or federal laws related thereto. Upon request, the Grantee shall
provide COMMERCE with its policies and procedures on confidentiality. COMMERCE may require
changes to such policies and procedures as they apply to this Grant whenever COMMERCE
reasonably determines that changes are necessary to prevent unauthorized disclosures. The
Grantee shall make the changes within the time period specified by COMMERCE. Upon request,the Grantee shall immediately return to COMMERCE any Confidential lnformation that
COMMERCE reasonably determines has not been adequately protected by the Grantee against
unauthorized disclosure.
C. Unauthorized Use or Disclosure. The Grantee shall notify COMMERCE within five (5) working days
of any unauthorized use or disclosure of any confidential information, and shall take necessary
steps to mitigate the harmful effects of such use or disclosure.
6. Copvriqht
Unless otherwise provided, all Materials produced under this Grant shall be considered "works for hire"
as defined 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 all right, tifle, and interest in all
Materials, including all intellectual property rights, moral rights, and rights of publicity to COMMERCE
effective from the moment of creation of such Materials.
"Materials" means all items in any format and includes, but is not limited to, data, reports, documents,
pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes,
and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability
to transfer these rights.
For Materials that are delivered under the Grant, but that incorporate pre-existing materials not
produced under the Grant, the Grantee hereby grants to COMMERCE a nonexclusive, royalty-free,
irrevocable license (with rights to sublicense lo others) in such Materials to translate, reproduce,
distribute, prepare derivative works, publicly perform, and publicly display. The Grantee warrants and
represents that the Grantee has all rights and permissions, including intellectual property rights, moral
rights and rights of publicity, necessary to grant such a license to COMMERCE.
The Grantee shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials
furnished under this Grantee, of all known or potential invasions of privacy contained therein and of any
portion of such document which was not produced in the performance of this Grant. The Grantee shall
provide COMMERCE with prompt wlitten notice of each notice or claim of infringement receivad by the
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DocuSign Envelope lD: F 1 31 C122-EC99-46F7-A'l 86-408DgBE6ABF3
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Grantee with respect to any Materials delivered under this Grant. COMMERCE shall have the right to
modify or remove any restrictive markings placed upon the Materials by the Grantee.
7. Disputes
ln the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in
the following manner: Each party to this Agreement shall appoint one member to the Dispute 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 majority
prevailing. The determinalion of the Dispute Board shall be final and binding on the parties hereto. As
an alternative to this process, either of the parties may request intervention by the Governor, as
provided by RCW 43.17.330, in which event the Governor's process will control.
6. Governlnq Law and Venue
This Grant shall be construed and interpreted in accordance with the laws of the state of Washington,
and any applicable federal laws, and the venue of any action brought hereunder shall be in the Superior
Court for Thurston County.
8. lndemnification
Each party shall be solely responsible for the acts of its employees, officers, and agents.
9. Licensinq. Accredltation. and Reqistration
The Grantee shall comply with all applicable local, state, and federal licensing, accreditation and
registration requirements or standards necessary for the performance of this Grant.
10. Recapture
ln the event that the Grantee fails to perform this Grant in accordance with state laws, federal laws,
and/or the provisions of this Grant, COMMERCE reserves the right to recaplure funds in an amount to
compensate 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 period
specified by COMMERCE. ln the alternative, COMMERCE may recapture such funds from payments
due under this Grantee.
1 1. Records Maintenance
The Grantee shall maintain books, records, documents, data and other evidence relating to this Grant
and performance of the services described herein, including but not limited to accounting procedures
and practices that sufftciently and properly reflect alldirect and indirect costs of any nature expended
in the performance of this Granlee"
The Grantee shall retain such records for a period of six (6) years following the date of final payment.
At no additional cost, these records, including materials generated under the Grant, shall be subject at
all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by
COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law,
regulation or agreement.
lf any litigation, 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 the records have been resolved.
12. Savinqs
ln the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way
after the effective date of this Grant and prior to normal completion, COMMERCE may suspend or
terminate the Grant under the "Termination for Convenience" clause, without the ten calendar day
tofht!
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DocuSign Envelope lD: F 1 31 C1 22-EC99-46F7-A'l 86-408DgBEOABF3
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notice requirement. ln lieu of termination, the Grant may be amended to reflect the new funding
limitations and conditions.
13. Severabilitv
The provisions of this Grant are intended to be severable. lf any term or provision is illegal or invalid for
any reason whalsoever, such illegality or invalidity shall not affect the validity of the remainder of the
Grant.
I 4. Suborantinq/Subcontractino
The Grantee may only subcontracl work contemplated under lhis Grant if it obtains the prior written
approval of COMMERCE.
lf COMMERCE approves subconlracting, the Grantee shall maintain written procedures related to
subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause,
COMMERCE in writing may: (a) require the Grantee to amend its subcontracting procedures as they
relate to this Grant; (b) prohibit the Grantee from subcontracting with a particular person or entity; or
(c) require the Grantee io rescind or amend a subcontract.
Every subcontract shall bind the Subgrantee to follow all applicable terms of this Grant. The Grantee is
responsible to COMMERCE if the Subgrantee fails to comply with any applicable term or condition of
this Grant. The Grantee shall appropriately monitor the activities of lhe Subgrantee to assure fiscal
conditions of this grant. ln no event shall the existence of a subcontract operate to retease or reduce
the liability of the Grantee to COMMERCE for any breach in the performance of the Grantee's duties.
Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for
claims or damages arising from a Subgrantee's performance of the subcontract.
15. Survival
The terms, conditions, and warranties contained in this Grant that by their sense and context are
intended to survive the completion of the performance, cancellation or termination of this Grantee shall
so survive.
16. Termination for G,ause
ln the event COMMERCE determines the Grantee has failed to comply with the conditions of this Grant
in a timely manner, COMMERCE has the right to suspend or terminate this contract. Before suspending
or terminating the Grant, COMMERCE shall notify the Grantee in writing of the need to take corrective
action. 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 directly related to the replacement contract, e.g., cost of the
competitive bidding, mailing, advertising and staff time.
COMMERCE reserves the right to suspend all or part of the Grant, withhold further payments, or
prohibit the Grantee from incurring additional obligations of funds during investigation of ihe alleged
compliance breach and pending corrective action by the GRANTEE or a decision by COMMERCE to
terminate the grant. A termination shall be deemed a "Termination for Gonvenience" 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 negligence.
The rights and remedies of COMMERCE provided in this Grant are not exclusive and are in addition to
any other rights and remedies provided by law.
lFlr?rf
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DocuSign Envelope lD: F 131C122-EC99-46F7-A1 B6-A08D9BE6ABF3
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17. Termination for Gonvenience
Excepl as otherwise provided in this Grant, COMMERCE may, by len (10) business days written notice,
beginning on the second day after the mailing, terrninate this Grant, in whole or in part. lf this Grant is
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.
I 8. 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 GOMMERCE any property specifically produced or acquired for
the performance 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 separately stated, for completed work
and services accepted by COMMERCE, and the amountagreed upon bythe Grantee and COMMERCE
for (i) completed work and services for which no separate price is stated, (ii) partially completed work
and services, (iii) other property or services that are accepted by COMMERCE, and (iv) the protection
and preservation of property, unless the termination is for default, 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 Granlee such sum as the Authorized
Representative determines to be necessary to protect COMMERCE against potential loss or liability.
The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this contract.
After receipt of a notice of termination, and except as otherwise directed by the Authorized
Representative, the Grantee shall:
A. Stop work under the Grant on the date, and to the extenl specified, in the notice;
B. Place no further orders or subgrants/subcontracts 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 times, and to the erilent directed by the Authorized
Representative, all of the rights, title, and interest of the Grantee under the 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 orders and
sub g rants/su bcontracts;
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 Representative to the extent the
Authorized Representative may require, which approval or ratification shall be final for all the
purposes 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 have
been required to be furnished to COMMERCE;
F. Complete performance of such part of the work as shall not have been terminated by the Authorized
Representative; and
G. Take such action as may be necessary, or as the Authorized Representative may direct, for the
proteclion and preservation of the property related to this Grant, which is in the possession of the
Grantee and in which the Authorized Representative has or may acquire an interest.
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DocuSign Envelope lDi F'l 31 C122-EC99-46F7-A 1 86-A08DgBE6ABF3
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19. Treatment of Assets
Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property
furnished by the Grantee, for the cost of which the Grantee is entitled to be reimbursed as a direct item
of cost under this Grant, shall pass to and vest in COMMERCE upon delivery of such property by the
Grantee. Title to other property, the cost of which is reimbursable to the Grantee under lhis Grant, shall
pass to and vest in COMMERCE upon (i) issuance for use of such property in the performance of this
Grant, or (ii) commencement of use of such property in the performance of this Grant, or (iii)
reimbursement of the cost thereof by COMMERCE in whole or in part, whichever lirst occurs.
A. Any property of COMMERCE furnished to the Grantee shall, unless othenarise 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 lhat results
from the negligence of the Grantee or which results from the failure on the part of the Grantee to
maintain and administer that property in accordance with sound management practices.
G. 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 settlement upon
completion, termination or cancellalion of this contract
All reference to the Grantee under this clause shall also include Grantee's employees, agents or
Subgrantees/Subcontractors.
20. Waiver
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 modification of the terms of this Grant unless stated io be
such in writing and signed by Authorized Representative of COMMERCE.
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DocuSign Envelope lD: F 131 C122-EC99-46F7-A1 B6-A08D9BE6ABF3
Attachment A - Scope of Work and Budget
Grantee: Kittitas County
Cont ract : 22-622LO-OO8
ProJect Descrlptlon / Deliverable
Kittitas County is awarded a CDBG Public Services Grant for eligible public services through HopeSource.
The services will be directed to limited clientele with low and moderate incomes (LMl) based on HUD LMlcriteria. This grant
will exclusively benefit approximatley 2,500 persons residing in the of non-entitlernent area(s) of Kittitas County.
Project Budget
Budget Code & Fundlng leveraged Other Funding Total Fundint
27A Gene ro I Ad mln lstrotion $$3,500 Other Federal $$o
05 Public Serutces $579,5oo Other State$So
Local Public $$o
Private S so
Total CDBG Funds S 83,ooo Totol Other Funds $o s 83,ooo
Project Actlvlties Milestones
r Execute grant contract with Commerce.r Complete the environmental review in compliance with Federal related laws and authorities.r Verifo subrecipient does not have an active exclusion record in SAM.gov.r Establish a subrecipient agreement that includes the project budget and the semi-annual
beneficiary reporting requirement. Submit a signed copy to Commerce.
Before first
payment request
I
I
I
Review subrecipient reimbursement requests againstthe project costs, project budget, and
contract start date.
Document the county's CDBG general administration costs.
Prepare and submit payment requests with supporting documentation to Commerce.
Document receipt of grant funds and reimbursement of eligible costs.
Not more than monthly
I Submit CDBG Beneficiary Reports by the end of the month following the semi-annual date,Jan 31, July 31
a As necessary, arrange an audit with the Washington State Auditor in accordance with the
Uniform Guidonce, 2 CFR 200, Subpart F- Audit Requirements.Annually
. Complete applicable civil rights requirements.r Conduct monitoring of the subrecipient to verify CDBG requirements and all costs reimbursed
are allowable.r Conduc! a final public hearing to review project performance, resolve all monitoring issues
with CDBG, and submit a CDBG Contract Closeout Report.
Before final payment
request
Deliver the direct services identified in the CDBG application through the local community
action program.
Allocate and manage public services funds as established in the approved subrecipient
agreement and budget.
Meet the cDBG national objective of principally benefiting low- and moderate-income
persons.
Before contract
end date
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