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HomeMy WebLinkAboutGrant Related - BOCC (003)WASHINGTON STATE DEPARTMENT OF COMMERCE COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PUBLIC SERVICES GRANT SUB RECIPIENT AGREEMENT THIS AGREEMENT is made and entered into by and between GRANT COUNTY, WASHINGTON ("COUNTY"), duly organized and operating under and by virtue of the Constitution and the laws of the State of Washington, and OPPORTUNITIES INDUSTRIALIZATION CENTER, ("SUB RECIPIENT"), collectively referred to as the "Parties." In consideration of the mutual benefits and covenants contained herein, the parties agree as follows: 1. DURATION OF AGREEMENT The term of this Washington State Department of Commerce CDBG PSG Grant Agreement, Contract No. 22-6221.0-005 (CFDA 14.228), shall begin on July 1, 2022, and shall terminate on June 30, 2023. 2. SERVICES PROVIDED BY THE SUB RECIPIENT The SUB RECIPIENT represents that it is qualified and possesses the necessary expertise, knowledge, training, and skills, and has the necessary licenses and/or certification to perform the services set forth in this Agreement. The SUB RECIPIENT shall perform the following services: Complete in a satisfactory and proper manner as determined by the County, the tasks described in the scope of work and budget (contained within Exhibit A to this agreement) to accomplish the objectives of the CDBG Program. a. A description of the services to be performed by the SUB RECIPIENT is set forth in Exhibit A. b. The SUB RECIPIENT agrees to provide its own labor and materials. Unless otherwise provided for in the Agreement, no material, labor, or facilities will be furnished by the COUNTY. C. The SUB RECIPIENT shall perform according to standard industry practice of the work specified by this Agreement. d. The SUB RECIPIENT shall complete its work in a timely manner and in accordance with the schedule agreed to by the parties. Community Development Block Grant 2022-2023, OIC, Sub Recipient Agreement - 1 e. The SUB RECIPIENT shall, from time to time, during the progress of the work, confer with the COUNTY. At the COUNTY'S request, the SUB RECIPIENT shall prepare and present status reports on its work. f. The SUB RECIPIENT shall be in compliance with the Department of Commerce CDBG Program scope of work and budget attached hereto as Exhibit A and/or as may be updated by the Department of Commerce, with such updates fully incorporated herein by reference. SPECIFICALLY, SUB RECIPIENT is required to collect verification of eligibility of persons served as set forth in Exhibit A, Dept of Commerce CDBG Grant scope of world and budget. 3. SERVICES PROVIDED BY THE COUNTY The Local Government is responsible for administration of the CDBG contract and ensuring CDBG funds are used in accordance with all program requirements [(24 CFR 570.501(b)] and its CDBG contract with Commerce referenced above. The Local Government will provide such assistance and guidance to the Subrecipient as maybe required to accomplish the objectives and conditions set fords in this Agreement. In order to assist the SUB RECIPIENT in fulfilling its duties under this Agreement, the COUNTY shall provide the following: a. Relevant information as exists to assist the SUB RECIPIENT with the performance of the SUB RECIPIENT'S services. b. Coordination with other County Departments or other Consultants as necessary for the performance of the SUB RECIPIENT'S services. C. Services documents, or other information identified in Exhibit A. 4. AGREEMENT REPRESENTATIVES Each party to this Agreement shall have a contract representative. Each party may change its representative upon providing written notice to the other party. The parties' representatives are as follows: For COUNTY: Janice Flynn Administration Services Coordinator Board of County Commissioners Grant County Courthouse P.O. Box 37 Ephrata WA 98823-0037 For Sub Candi Jaeger Recipient: OIC 815 Fruitvale Blvd Yakima, WA 98902 5. COMPENSATION a. For services performed hereunder, the SUB CONTRACTOR shall be paid, on a fixed basis concerning the term of this Agreement, defined herein as July 1, 2022 to June 30, 2023, from those rates/funds set forth in State Contract #22-62210-005, a copy of the same attached hereto as Exhibit A and incorporated herein by reference. The maximum total amount payable by the COUNTY to the SUB RECIPIENT under this Agreement shall not exceed $128,000.00, or as may be amended by the Department of Commerce; PROVIDED: Administrative costs of $3,500.00 incurred by the COUNTY will be reimbursed out of grant funds as set forth below: o $3,500.00 administration costs for July 1, 2022 to June 30, 2023. b. No payment shall be made for any work performed by the SUB RECIPIENT, except for work identified and set forth in this Agreement or supporting exhibits or attachments incorporated by reference into this Agreement. C. The SUB RECIPIENT must submit invoices to the COUNTY at least monthly, for reimbursement. Invoices shall cover the time SUB RECIPIENT performed work for the COUNTY during the billing period. The COUNTY shall pay the SUB RECIPIENT for services rendered in the month following the actual delivery of the work and will remit payment within thirty (30) days from the date of receipt of billing. d. The SUB RECIPIENT shall not be paid for services rendered under the Agreement unless and until they have been performed to the satisfaction of the COUNTY. e. In the event the SUB RECIPIENT has failed to perform any substantial obligation to be performed by the SUB RECIPIENT under this Agreement and such failure has not been cured within ten (10) days following notice from the COUNTY, then the COUNTY may, in its sole -discretion, upon written notice to the SUB RECIPIENT, withhold any and all monies due and payable to the SUB RECIPIENT, without penalty until such failure to perform is cured or otherwise adjudicated. "Substantial" for purposes of this Agreement means faithfully fulfilling the terms of the Agreement with variances only for technical or minor omissions or defects. f. Unless otherwise provided for in this Agreement or any exhibits or attachments hereto, the SUB RECIPIENT will not be paid for any billings or invoices presented for payment prior to the execution of the Agreement or after its termination. 6. AMENDMENTS AND CHANGES IN WORK a. In the event of any errors or omissions by the SUB RECIPIENT in the performance of any work required under this Agreement, the SUB RECIPIENT shall make any and all necessary corrections without additional compensation. All work submitted by the SUB RECIPIENT shall Community Development Block Grant 2022-2023, OIC, Sub Recipient Agreement - 3 be certified by the SUB RECIPIENT and checked for errors and omissions. The SUB RECIPIENT shall be responsible for the accuracy of the work, even if the work is accepted by the COUNTY. b. No amendment, modification or renewal shall be made to this Agreement unless set forth in a written Contract Amendment, signed by both parties and attached to this Agreement. Work under a Contract Amendment shall not proceed until the Contract Amendment is duly executed by the COUNTY. 7. HOLD HARMLESS AND INDEMNIFICATION a. The SUB RECIPIENT shall hold harmless, indemnify and defend the4COUNTY, its officers, officials, employees and agents, from and against any and all claims, actions, suits, liability, losses, expenses, damages, and judgments of any nature whatsoever, including costs and attorney's fees in defense thereof, for injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of the SUB RECIPIENT'S acts, errors or omissions or the acts, errors or omissions of its employees, agents, subcontractors or anyone for whose acts any of them may be liable, in the performance of this Agreement. Claims shall include, but not be limited to, assertions that information supplied or used by the SUB RECIPIENT or subcontractor infringes any patent, copyright, trademark, trade name, or otherwise results in an unfair trade practice. PROVIDED HOWEVER, that the SUB RECIPIENT'S obligations hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the sole negligence of the COUNTY, its officers, officials, employees or agents. PROVIDED, FURTHER, that inthe event of the concurrent negligence of the parties, the SUB RECIPIENT'S obligations hereunder shall apply only to the percentage of fault attributable to the SUB RECIPIENT, its employees, agents or subcontractors. b. In any and all claims against the COUNTY, its officers, officials, employees and agents by any employee of the SUB RECIPIENT, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation under this Section shall not be limited in any way by any limitation on the amount or type of damages,* compensation, or benefits payable by or for the SUB RECIPIENT or subcontractor under Worker's Compensation acts, disability benefits acts, or other employee benefits acts, it being clearly agreed and understood by the parties hereto that the SUB RECIPIENT expressly waives any immunity the SUB RECIPIENT might have had under Title 51 RCW. By executing the Agreement, the SUB RECIPIENT acknowledges that the foregoing waiver has been mutually negotiated by the parties and that the provisions of this Section shall be incorporated, as relevant, into any contract the SUB RECIPIENT makes with any subcontractor or agent performing work hereunder. C. The SUB RECIPIENT'S obligations hereunder shall include, but are not limited to, investigating, adjusting and defending all claims alleging loss from action, error or omission, or breach of any common law, statutory or other delegated duty by the SUB RECIPIENT, the SUB RECIPIENT'S employees, agents or subcontractors. Community Development Block Grant 2022-2023, OIC, Sub Recipient Agreement - 4 8. INSURANCE SUB RECIPIENT shall provide insurance coverage as set out in this section. The intent of the required insurance is to protect the COUNTY should there be any claims, suits, actions, costs, damages or expenses arising from any loss, or negligent or intentional act or omission of SUB RECIPIENT, or it agents, while performing under the terms of this Agreement. The insurance required shall be issued by an insurance company authorized to do business within the State of Washington. Except for Professional Liability or Errors and Omissions Insurance, the insurance shall name the COUNTY, its agents, officers, and employees as additional insureds under the insurance policy. All policies shall be primary to any other valid and collectable insurance. SUB RECIPIENT shall instruct the insurers to give COUNTY thirty (3 0) calendar days advance notice of any insurance cancellations; non -renewal or modification. SUB RECIPIENT shall submit to COUNTY within fifteen (15) calendar days of the Agreement start date, a certificate of insurance which outlines the coverage and limits defined in this insurance section. During the term of this Agreement, SUB RECIPIENT shall submit renewal certificates not less than thirty (30) calendar days prior to expiration of each policy required under this section. SUB RECIPIENT shall provide insurance coverage that shall be maintained in full force and effect during the term of this Agreement, as follows: Commercial General Liability Insurance Policy. Provide a Commercial General Liability Insurance Policy, including contractual liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of Agreement activity but not less than $1,000,000.00 per occurrence. Additionally, SUB RECIPIENT is responsible for ensuring that any subcontractors provide adequate insurance coverage for the activities arising out of subcontracts. Automobile Liability. In the event that performance pursuant to this Agreement involves the use of vehicles, owned or operated by the SUB RECIPIENT, automobile liability is $1,000,000.00 per occurrence, using a Combined Single Limit for bodily injury and property damage. Professional Liability, Errors and Omissions Insurance. SUB RECIPIENT shall maintain Professional Liability or Errors and Omissions Insurance. SUB RECIPIENT shall maintain minimum limits of no less than $1,000,000.00 per occurrence to cover all activities by the SUB RECIPIENT and licensed staff employed by SUB RECIPIENT. COUNTY, its agents, officers, and employees need not be named as additional insureds under this policy. Fidelity Insurance. Every officer, director, employee, or agent who is authorized to act on behalf of SUB RECIPIENT for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other instruments of payment for program costs shall be insured to provide protection against loss: Community Development Block Grant 2022-2023, OIC, Sub Recipient Agreement - 5 A. The amount of fidelity coverage secured pursuant to this Agreement shall be $100,000.00 or the highest of planned reimbursement for the Agreement period, whichever is lowest. Fidelity insurance secured pursuant to this paragraph shall name the COUNTY as a beneficiary. B. SUB RECIPIENT shall secure fidelity insurance as noted above. Fidelity insurance secured by SUB RECIPIENT pursuant to this paragraph shall name the COUNTY as beneficiary. C. SUB RECIPIENT shall provide, at COUNTY' s request, copies of insurance instruments or certifications from the insurance issuing agency. The copies of certifications shall show the insurance coverage, the designated beneficiary, who is covered, the amounts, 'the period of coverage, and that COUNTY will be provided thirty (30) days advance notice of cancellation. 9. TERMINATION a. The COUNTY may terminate this Agreement for convenience in whole or in part whenever the COUNTY determines, in its sole discretion that such termination is in the best interests of the COUNTY. The COUNTY may terminate this Agreement upon giving thirty (30) days written notice by Certified Mail to the SUB RECIPIENT. In that event, the COUNTY shall pay the SUB RECIPIENT for all costs incurred by the SUB RECIPIENT in performing the Agreement up to the date of such notice. Payment shall be made in accordance with Section 5 of this Agreement. b. In the event that funding for this project is withdrawn, reduced or limited in any way after the effective date of this Agreement, the COUNTY may summarily terminate this Agreement notwithstanding any other termination provision of the Agreement. Termination under this paragraph shall be effective upon the date specified in the written notice of termination sent by the COUNTY to the SUB RECIPIENT. After the effective date, no charges incurred under this Agreement are allowable. C. If the SUB RECIPIENT breaches any of its obligations hereunder, and fails to cure the breach within ten (10) days of written notice to do so by the COUNTY, the COUNTY may terminate this Agreement, in which case the COUNTY shall pay the SUB RECIPIENT only for the costs of services accepted by the COUNTY, in accordance with Section 5 of this Agreement. Upon such termination, the COUNTY, at its discretion, may obtain performance of the work elsewhere, and the SUB RECIPIENT shall bear all costs and expenses incurred by the COUNTY in completing the work and all damage sustained by the COUNTY by reason of the SUB RECIPIENT'S breach. If, subsequent to termination, it is determined for any reason that (1) the SUB RECIPIENT was not in default, or (2) the SUB RECIPIENT'S failure to perform was not its fault or its subcontractor's fault or negligence, the termination shall be deemed to be a termination under subsection a of this section. Community Development Block Grant 2022-2023, OIC, Sub Recipient Agreement - 6 10. ASSIGNMENT. DELEGATION, AND SUBCONTRACTING a. The SUB RECIPIENT shall perform the terms ofthe Agreement using only its bona fide employees or agents who have the qualifications to perform under this Agreement. The obligations and duties of the SUB RECIPIENT under this Agreement shall not be assigned, delegated, or subcontracted to any other person or firm without the prior express written consent of the COUNTY. b. The SUB RECIPIENT warrants that it has not paid nor has it agreed to pay any company, person, partnership, or firm, other than a bona fide employee working exclusively for SUB RECIPIENT, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. 11. NON -WAIVER OFRIGHTS The parties agree that the excuse or forgiveness of performance, or waiver of any provision(s) of this Agreement does not constitute a waiver of such provision(s) or future performance, or prejudice the right of the waiving party to enforce any of the provisions of this Agreeri7ent at a later tinZe. 12. INDEPENDENT CONTRACTOR a. The SUB RECIPIENT'S services shall be furnished by the SUB RECIPIENT as an Independent Contractor and not as an agent, employee or servant of the COUNTY. The SUB RECIPIENT specifically has the right to direct and control SUB RECIPIENT'S own activities in :providing the agreed services in accordance with the specifications set out in this Agreement. b. The SUB RECIPIENT acknowledges that the entire compensation for this Agreement is set forth in Section 5 of this Agreement, and the SUB RECIPIENT is not entitled to any County benefits, including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, fringe benefits, or any other rights or privileges afforded to Grant County employees. C. The SUB RECIPIENT shall have and maintain complete responsibility and control over all of its subcontractors, employees, agents, and representatives. No subcontractor, employee, agent or representative of the SUB RECIPIENT shall be or deem to be or act or purport to act as an employee, agent or representative of the COUNTY. d. The SUB RECIPIENT shall assume full responsibility for the payment of all payroll taxes, use, sales, income or other form of taxes, fees, licenses, excises, or payments required by any city, county, federal or state legislation which is now or may during the term of this Agreement be enacted as to all persons employed by the SUB RECIPIENT and as to all duties, activities and requirements by the SUB RECIPIENT in performance of the work on this project and under this Agreement and shall assume exclusive liability therefore, and meet all requirements thereunder pursuant to any rules or regulations. Community Development Block Grant 2022-2023, OIC, Sub Recipient Agreement - 7 e. The SUB RECIPIENT agrees to immediately remove any of its employees or agents from assignment to perform services under this Agreement upon receipt of a written request to do so from the COUNTY'S contract representative or designee. 13. COMPLIANCE WITH LAWS The SUB RECIPIENT shall comply with all applicable federal, state and local laws, rules and regulations in performing this Agreement. 14. INSPECTION OF BOOKS AND RECORDS The COUNTY may, at reasonable times, inspect the books and records of the SUB RECIPIENT relating to the performance of this Agreement. The SUB RECIPIENT shall keep all records required by this Agreement for six (6) years after termination of this Agreement for audit purposes. 15. NONDISCRIMINATION The SUB RECIPIENT, its assignees, delegates or subcontractors shall not discriminate against any person in the performance of any of its obligations hereunder on the basis of race, creed, color, national origin, sex, honorably discharged veteran or military status, sexual orientation, or the presence any sensory, mental, or physical disability or the use of a trained dog guide or service animal by a person with a disability. Implementation of this provision shall be consistent with RCW 49.60, et. seq. 16. OWNERSHIP OF MATERIALS/WORKPRODUCED a. Material produced in the performance of the work under this Agreement shall be "works for hire" as defined by the U.S. Copyright Act of 1976 and shall be owned by the COUNTY. This material includes, but is not limited to, books, computer programs, plans, specifications, documents, films, pamphlets, reports, sound reproductions, studies, surveys, tapes, and/or training materials. Ownership includes the right to copyright, patent, register, and the ability to transfer these rights. The COUNTY agrees that if it uses any materials prepared by the SUB RECIPIENT for purposes other than those intended by this Agreement, it does so at its sole risk and it agrees to hold the SUB RECIPIENT harmless therefore to the extent such use is agreed to in writing by the SUB RECIPIENT. b. An electronic copy of all or a portion of material produced shall be submitted to the COUNTY upon request or at the end of the job using the word processing program and version specified by the COUNTY. 17. DISPUTES Differences between the SUB RECIPIENT and the COUNTY, arising under and by virtue of this Agreement, shall be brought to the attention of the COUNTY at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Any dispute relating to the quality or acceptability of performance and/or compensation due the SUB Community Development Block Grant 2022-2023, OIC, Sub Recipient Agreement - 8 RECIPIENT shall be decided by the COUNTY'S Contract representative or designee. All rulings, orders, instructions and decisions of the COUNTY'S contract representative shall be final and conclusive, subject to the SUB RECIPIENT'S right to seek judicial relief pursuant to Section 18. 18. CHOICE OF LAW, JURISDICTION AND VENUE a. This Agreement has been and shall be construed as having been made and delivered within the State of Washington, and it is agreed by each party hereto that this Agreement shall be governed by the laws of the State of Washington, both as to its interpretation and performance. b. Any action at law, suit in equity, or judicial proceeding arising out of this Agreement shall be instituted and maintained only in any of the courts of competent jurisdiction in Grant County, Washington. 19. SEVERABILITY a. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. b. If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. C. Should the COUNTY determine that the severed portions substantially alter this Agreement so that the original intent and purpose of the Agreement no longer exists, the COUNTY may, in its sole discretion, terminate this Agreement. 20. ENTIRE AGREEMENT The parties agree that this Agreement is the complete expression of its terms and conditions. Any oral or written representations or understandings not incorporated in this Agreement are specifically excluded. 21. NOTICES Any notices shall be effective if personally served upon the other party or if mailed by registered or certified mail, return receipt requested, to the addresses set out in Section 4. Notice may also be given by facsimile with the original to follow by regular mail. Notice shall be deemed to be given three days following the date of mailing or immediately if personally served. For service by facsimile, service shall be effective upon receipt during working hours. If a facsimile is sent after working hours, it shall be effective at the beginning of the next working day. The Darties hereto acknowledge that the waiver of immunity set out in Section 7.b. was mutually negotiated and sDecifYcal1y agreed to by the parties herein. Community Development Block Grant 2022-2023, OIC, Sub Recipient Agreement - 9