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HomeMy WebLinkAboutGrant Related - BOCC (002)/,3 GRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: gOCC REQUEST suBnniTrED BY: Karrie Stockton CONTACT PERSON ATTENDING ROUNDTABLE: Kal"I"12 Stockton CONFIDENTIAL INFORMATION: ❑YES ® NO DATE: 2/5/2025 PHONE:2937 8=ljs) OF DOCUMENTS SUBMITTED: (CHECK ALL THAT APPLYY ❑Agreement / Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑ Computer Related ❑ County Code ❑ Emergency Purchase ❑ Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders *Grants - Fed/State/County ❑ Leases ❑ MOA / MOU ❑ Minutes ❑ Ordinances ❑ Out of State Travel ❑ Petty Cash ❑ Policies ❑ Proclamations ❑ Request for Purchase ❑ Resolution ❑ Recommendation ❑ Professional Serv/Consultant ❑ Support Letter ❑ Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB S ��0p�� AGENDA. ' Request for a Budget Extension Public Hearing on the Washington State Dept of Agriculture (WSDA) Grant No. K5556, Food to Farm Program. Amount is $75,054.29, Term is December 2024 through June 2025. If necessary, was this document reviewed by accounting? ❑ YES ❑ NO 0 N/A If necessary, was this document reviewed by legal? ❑ YES ❑ NO 0 N/A DATE OF ACTION: �- �� "o�fy— DEFERRED OR CONTINUED TO: WITHDRAWN: APPROVE: DENIED ABSTAIN D1: D2: D3: 4/23/24 K24-253 WSDA Contract No. K5556 INTERAGENCY AGREEMENT BETWEEN WASHINGTON STATE DEPARTMENT OF AGRICULTURE AND GRANT COUNTY Agreement number K5556 is made and entered into by and between the Washington State a Department of Agriculture, "WSDA" or "Agency", located at 1111 Washington St. SE, PO Box 42560, Olympia, WA 98504-2560, and Grant County, or "Subrecipient", located at 35 C St. NW, PO Box 37, Ephrata, WA 98823. Subrecipient's UE1 is: ZL6WM261(8KR5 AUTHORITY Fundingfor this agreement has been provided in the 2023-2025 biennial state Operating Budget, ESSB 5187, pursuant to Federal grants to Washington State under the American Rescue Plan Act of 2021 (ARPA or "Act"), sec. 9901, Public Law 117-2, codified at 42 U.S.C. 802. PURPOSE The purpose of this agreement is to facilitate strong relationships and effective communication channels among Washington state's emergency food response networks, including county and state government agencies and local hunger relief organizations. To fill continued gaps in emergency food resources, funding will be used for county -directed procurement and distribution of emergencyfood to hunger relief organizations as part of a state alternative to the federal USDA Farmers to Food Box program. This agreement is part of the state's coordinated response to increase farm and food business viability, reduce food access barriers for socially disadvantaged communities, and increase food security for all Washingtonians while contributingto long-term emergency preparedness and food system resilience. STATEMENT OF WORK The Subrecipient shalt furnish the necessary personnel, equipment, material and/or service(s) and otherwise do all things necessary for or incidental to the performance of work set forth in Exhibit "A" attached and incorporated herein. PERIOD OF PERFORMANCE Subject to its other provisions, the period of performance of this Agreement shalt commence on September 5, 2024 or upon execution, whichever is later, and end on June 30, 2025 unless terminated sooner as provided in this Agreement, or extended through a property executed amendment. COMPENSATION Compensation for the work provided in accordance with this Agreement has been established under the terms of chapter 39.34.130 RCW. The parties have estimated that the cost of accomplishing the work herein will not exceed $75,054.29. Payment for satisfactory performance of the work shalt not exceed this amount unless the parties mutually agree to a higher amount'prior to the commencement of any work which will cause the maximum payment to be exceeded. Compensation for services shall be in accordance with the Budget in Exhibit "B" which is attached and incorporated herein. The committed funding is from the Coronavirus State Fiscal Recovery Fund, Assistance Listing 21.027. Page 1 of 12 WSDA Contract No. K5556 INDIRECTCOSTS . I �_) Subrecipient shalt provide its indirect cost rate agreement that has been negotiated between the Subrecipient and the federal government. If no such rate exists a de Minimis indirect cost rate of 10% of modified total direct costs (MTDC) will be used. ACKNOWLEDGEMENT OF FEDERAL FUNDING Federal Award Identification Number (FAIN): SLFRP0002 The committed funding is from the federal Coronavirus State Fiscal Recovery Fund, Assistance Listing 21.027. Coronavirus State Fiscal Recovery Funds were authorized in the American Rescue Plan in response to COViD-1 9. Information from the US Department of the Treasury about this federal fund source can be found here: httr)s://home.tre.asurv.go\t/poticv-issues/coronavirus/assistance-for-state- Local-and-tribalgovernments/state-and-locaL-fiscat-recoverv-funds. Subrecipient, by accepting this agreement, is a subrecipient of the federal funds that support this award and is subject to all, of the federal requirements. 2022 C")LFRF Compliance Supplement can be. found here: bttp-s://Iiome.treasu[y-igov/system/files/136/21.027-SLFRF-2022-ComDtiance-SUD lement.Ddf Subrecipient agrees that any publications (written, visual, or sound) but excluding press releases, rs newslette ,and issue analyses, issued by the Subrecipient describing programs or projects funded in whole or in part with federal funds under this Agreement, shall contain the foltowing statements: This project was supported by funds aviarde-0 by the US Department of the Treasury. Points of view in this document are those of the author and do not necessarily represent the off/ icial position orpolicies of the US Department of the Treasury. Funds are administered by the America Rescue Plan Act, State and Local Fiscal Recovery Funds., Vlashington State Department of Agriculture. COMPLIANCE WITH APPLICABLE FEDERAL LAW AND RE �QULATIONS A. Subrecipient agrees to comply with the requirements of section 603 of Title VI -- Coronavirus Fiscal Recover, and Critical Car)itat Projects Funds of the Act, regulations adopted by Treasury pursuant to section 603(f) of the Act, and guJdance issued by Treasury, and as amended, regarding the foregoing. Subrecipient also agrees to comply with all other foregoing. V-1 applicable federal statutes, regulations, and executive orders, and Subrecipient Shatt provide for such compliance by other parties in any agreements it enters into with other pal -ties retating to this award B. Federal regulations applicable to this award include, without limitation, the following: 0 Zn 1. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 C.F.R. Part 200, other than such provisions as Treasury may determine are inapplicable to this Award and subject to such exceptions as may be otherwisce, provided byTreasury. Subpart F —Audit Requirements of the Uniform Guidance, imptemE)nting the Single Audit Act, shall apply to this award, 2. Universal identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference. 3. Reporting Sub Award and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to '-, Z_ C.F.R. Part 170 is hereby incorporated by reference. 4. O'1v1B Guidance to Agencies on Government wide Debarment and Suspension (Non - procurement), 2 C.F.R. Part 180, including the requirement to include a term or condition C> Page 2 of 12 WSDA Contract No. K5556 in at[ lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury's implementing regulation at 31 C.F.R. Part 19. 0 5. Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. 6. Government wide Requirements for Drug -Free Workplace, 31 C.F.R. Part 20. il 7. New Restrictions on Lobbying, 3*1 C.F.R. Part 21. 8. Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations. 9. Generally applicable federal environmental laws and regulations. L-) C. Statutes and regulations prohibiting discrimination applicable tothis award include, without [imitation., the following: 1. Title VI of the Civil Rights Act of 1964(A2 U.S.C. H 2000d et seq.) and Treasury's r implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance; 2. Section 504 of the Rehabilitation Act of 1973, as amcEMded (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance; 3, The An Discrimination Act of 1975, as amende-_.d (42 U.S.C. H 6101 et spa. 0 e , ), and Treasury's implementing reputations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance; and 0 4. Title 11 of the Americans with Disabilities Act of 1990, as amended (42 U.&C. H 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies -thereto, AUDIT Eederal Funding of $750.000 or more. If Subrecipient expends $750,000 or more from all federal, sources during Subrecipient's fiscal year, as determined under § 200.501 of the Federal Award Uniform Guidance, Subrecipient shall obtain an annual Single Audit conducted in accordance with § 200.514 except when it elects to have a program -specific audit conducted in accordance with paragraph (c) of § 200.501. The $750,000 includes the vatue of food received from federal food programs and any other federal funding sources. 0 DEBARMENT. SU1`1_1'%PENS1ON AND INELIGIBI'ITY The Subrecipient certifies that neither it nor its principal - are presently debarred, declared inetigibte or voluntarily excluded from participation in transactions by the State of Washing -ton and any fe,derat department or agency. Signature of this contract certifies that to the best of its knowledge that they: a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal, state or local government entity; b. Have not within a three-year period preceding this contract been convicted of or had a civil 0 judgement rendered against them for- commission of fraud or a criminal offense in connection with obtaining, attemptingto obtain, or performing a public transaction or Agreement (federal, attempting to or local.); violation of fedc.3,ral or state antitrust statutes; or commission of Page 3 of 12 WSDA Contract No. K5556 embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property; c. 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 d. Have not within a three-year period preceding the signing of this contract had one or more public transactions (federal, state, or local) terminated for cause or default. PROCUREMENT STANDARDS FOR FEDERALLY FUNDED PROGRAMS Subrecipient shall establish procurement policies in accordance with 2 CFR Part 200. The Subrecipient's procurement system should include at least the following: A. A code or standard of conduct that shall govern the performance of its officers, employees, or agents engaged in the awarding of contracts using federal funds. B. Procedures that ensure all procurement transactions shall be conducted in a manner to provide, to the maximum extent practical, open and free competition. C. Minimum procedural requirements, as follows: L Follow a procedure to assure the avoidance of purchasing unnecessary or duplicative items. ii. Solicitations shall be based upon a clear and accurate description of the technical requirements of the procured items. iii. Positive efforts shall be made to use small and minority -owned businesses. iv. The type of procuring instrument (fixed price, cost reimbursement) shall be determined by the Subrecipient, but must be appropriate for the particular procurement and for promoting the best interest of the program involved. v. Subcontracts shall be made only with reasonable subcontractors who possess the potential ability to perform successfully under the terms and conditions of the proposed procurement. vi. Some form of price or cost analysis should be performed in connection with every procurement action. vii. Procurement records and files for purchases shall include all the following: a. Subcontractor selection or rejection. a. The basis for the cost or price. a. Justification for lack of competitive bids if offers are not obtained. BILLING PROCEDURES The Subrecipient shall submit invoices monthly. Payment for approved goods and/or services will be made by check, warrant or account transfer within 30 days of receipt of a valid invoice. Upon expiration of the Agreement, invoices shall be paid, if received within 30 daXs after the expiration date. However, invoices for all work done by June 30t" of each year must be submitted by July 15t". BILLING DETAIL Each invoice voucher submitted to the Agency by the Subrecipient shall include such information as is necessary for the Agency to determine the exact nature of all expenditures. Subrecipient must retain all back-up documentation to support invoices to WSDA, which must be made available to WSDA upon request. At a minimum, the Subrecipient shall specify the following: Page 4of12 WSDA Contract No. K5556 a. WSDA Agreement Number K5556. b. Subrecipient's Statewide Vendor Registration number assigned by Washington State Office of Financial Management (OFM). c. The month and year of the bitted services. d. The total cost for each budget tine item of Exhibit "B" — Budget for each month bitted. e. The total invoice amount. If Subrecipient does not have an invoice template to request payment, Subrecipient can request a copy of a Certified State Invoice Voucher (Form A-1 9) from WSDA. Invoices shalt be submitted electronically to WSDA's Contract Manager by the 20th of each month for services provided in the previous calendar month. Payment shalt be made after acceptance by WSDA's Contract Manager of each deliverable as described in the Statement of Work. No payment in advance or in anticipation of services or supplies under this Contract shalt be made by WSDA. Invoices and supporting documentation must be submitted within 90 days of completion of all services to be eligible for payment. If invoices and supporting documentation are not submitted within 90 days of the provision of service, then payment may be forfeited. Claims for payment submitted bythe Subrecipient to WSDA for costs due and payable- under this Contract that were incurred prior to the end date of the period of performance shalt be paid if received by WSDA within 15 days. DUPLICATION OF BILLED COSTS The Subrecipient shall not bill the Agency for services performed under this contract, and the Agency shalt not pay the Subrecipient, if the Subrecipient is entitled to payment or has been or will be paid by any other source, including grants, for that service. FUNDING CONTINGENCY In -the event funding f rom state, federal, or other sources is withdrawn, reduced, or Limited in anyway after the effective date of this Agreement and prior to completion of the work in this Agreement, the Agency may: a. Terminate this Agreement with 30 days advance notice. If this Agreement is terminated, the parties shalt be Liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination; b. Renegotiate the terms of the Agreement under those new funding Limitations and conditions; c. After a review of project expenditures and deliverable status, extend the end date of this Agreement and postpone deliverables or portions of deliverables; or, d. Pursue such other alternative as the parties mutually agree to writing. MAINTENANCE OF RECORDS a. The parties to this Agreement shall each maintain books, records, documents and other evidence that sufficiently and property reflect all direct and indirect costs expended by either party in the performance of the service(s) described herein. These records shall be subject to inspection, review or audit by personnel of both parties, other personnel duty authorized by either party, the Office of the State Auditor, and federal officials so authorized by Law. ALL books, records, documents, and other material relevant to this Agreement will be retained for six years after expiration of the contract, ntract, and the Office of the State Auditor, federal auditors, and any persons duty authorized by the parties shalt Page 5 of 12 WSDA Contract No. K5556 have full access and the right to examine any of these materials during this period. b. If 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. c. Records and other documents, in any medium, furnished by one party to this Agreement to the other party, will remain the property of the furnishing party, unless otherwise agreed. The receiving party will not disclose or make available any confidential information to any third parties without first giving notice to the furnishing party and giving it a reasonable opportunity to respond. Each party will utilize reasonable security procedures and protections to assure that records and documents provided by the other party are not erroneously disclosed to third parties. However, the parties acknowledge that State Agencies are subject to chapter 42.56 RCW, the Public Records Act. SITE SECURITY While on Agency premises, the Subrecipient, its agents, employees, or Subcontractors shall comply with the Agency security policies and regulations. RIGHTS IN DATA Unless otherwise provided, data that originates from this Agreement shall be "works for hire" as defined by the U.S. Copyright Act of 1976 and shall be owned by WSDA. Data shall include, but not be limited to, 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. INDEPENDENT CAPACITY The employees or agents of each party who are engaged in the performance of this Agreement shall continue to be employees or agents of that party and shall not be considered for any purpose to be employees or agents of the other party. AMENDMENT This Agreement 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. SUBCONTRACTING a. "Subcontractor" means one not in the employment of a party to this Agreement, who is performing all or part of those services under this Agreement under a separate contract with a party to this Agreement. The terms "subcontractor" and "subcontractors" mean subcontractor(s) in any tier. b. Except as otherwise provided in the Agreement, the Subrecipient shall not subcontract any of the contracted services without the prior approval of the Agency. The Subrecipient is responsible to ensure that all terms, conditions, assurances and certifications set forth in this Agreement are included in any and all Subcontracts. Any failure of Subrecipient or its Subcontractors to perform the obligations of this Agreement shall not discharge Subrecipient from its obligations under this Agreement. Page 6of12 WSDA Contract No. K5556 TERMINATION FOR CONVENIENCE Either party may terminate this Agreement upon 30 calendar days' prior written notification to the other party. If this Agreement is so terminated, the parties shall be Liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. TERMINATION FOR CAUSE If for any cause either party does not futfi Uin a timely and p rope rmanner its obligations under this Agreement, or if either party violates any of these terms and conditions, the aggrieved party will give the other party written notice of such failure or violation. The responsible party will be given the opportunity to correct the violation or failure within 15 working days. Ifthe failure orviolation isnot corrected, this Agreement may be terminated immediately by written notice of the aggrieved party to the other. DISPUTES In the event that a dispute arises under this Agreement, either of the parties may request intervention by the Governor, as provided by chapter 43.17,330 RCW, in which event the Governor's process will control. LICENSING, BONDING, INDUSTRIAL INSURANCE AND OTHER INSURANCE COVERAGE Subrecipient shall ensure that all Subcontractors hired to perform services. under this Agreement shalt comply with all applicable licensing and bonding requirements for the type of service to be performed, and with the provisions of Title 51, Industrial Insurance. Subrecipient shalt also ensure that all Subcontractors provide proof of an adequate amount of commercial general liability insurance coverage for the activities to be performed under any subcontract. GOVERNING LAW AND VENUE This Agreement shalt be construed and interpreted in accordance with the laws of the state of Washington and the venue of any action brought under this Agreement shall be in Superior Court for Thurston County. ASSURANCES The parties agree that at[ activity pursuant to this Agreement shalt be in accordance with all applicable federal, state and Local laws, rules, and regulations as they currently exist or as amended. ASSIGNMENT The workto be provided under this Agreement, and any claim arising underthis Agreement, is not assignable or delegable by either party in whole or in part, without the express prior written consent of the other party, which consent shall not be unreasonably withheld. WAIVER A failure by either party to exercise its rights under this Agreement shalt not preclude that party from subsequent exercise of such rights and shalt not constitute a waiver of any other rights under this Agreement. Waiver of any default or breach shalt 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 Agreement unless stated to be such in writing and signed by personnel authorized to bind each of the Page 7 of 12 WSDA Contract No. K5556 SEVERABILITY If any term or condition of this Agreement is held invalid, such invalidity shall not affect the validity of the other terms or conditions of this Agreement. CONTRACT MANAGEMENT The contract manager for each of the parties sha It be responsibtefor and shalt be the contact person for all communications and bi Ili ngsregardingthe perform an ce of this Agreement. The Contract Manager for WSDA is: The Contract Manager for Subrecipient is: Andrea Litzow, Contracts Specialist Karrie Stockton, Grant Administrative Speciatist .Washington State Department of Agriculture Grant County 1111 Washington St. SE, PO Box 4256 35 NW C St., PO Box 37 Olympia, WA 98504-2560 Ephrata, WA 98823 ORDER OF PRECEDENCE |nthe event ofaninconsistency |nthe terms ofthis Agreement,orbetween its terms and any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following a. Applicable state and federal statutes, and local Laws, rules and regulations. b. This Agreement. c. Exhibit "A" Statement of Work d. Exhibit "B" Budget Page oo,1u WSDA Contract No. K5556 ALLWRITINGS CONTAINED HEREIN This Agreement, consisting of twelve (12) pages, contains all the terms and conditions agreed upon by ZD 0 the parties, which will be delivered in accordance with the WSDA General Terms and Conditions. It is executed by the persons signing below who warrant that they have the authority to execute the con -tract. No other understanding, oral or otherwise, regarding the subject matter of this Agreement O� L shall be deemed to exist or to bind any of the parties hereto. IN WITNESS WHEREOF, the parties have executed this Agreement. M Washington State Department of AgricuLture Cindy Carter Jason Ferrante ewsa wwaiwoNiEaonis (Print Name) (Print Name) Chair, Board of County Commissioners Deputy Director (Title) IkTll (Signature) (Date' (Sicfnature) (Date) Approved as to form* (i'3r_intej NaMA) e- (Signed) Deputy Prosecuting Attornei,, Date Pacre 9 of 12 0 WSDA Contract No. K5556 Exhibit STATEMENTOFWORK Background. To respond to sustained high rates of food insecurity and continued gaps in emergency food resources following the COViD-1 9 pandemic, WSDA and Grant County are working together to facilitate county -directed procurement and distribution of emergencyfood to hunger retief organizations, including organizations that aome black, indigenous, people of color (8\PO[) and other socially disadvantaged communities. The purpose of this Agreement is to build and reinforce relationships among Washington state's emergency food response networks, including county and state government agencies and Local hunger relief organizations. It also aims to support locat farmers and producers to increase farm and food business viability and increase food security in Washington state, while contributing to long-term emergency prepar'edness and food system resilience. This Statement of Work describes the services that Subrecipient wilt perform though June 30, 2025. Services. The Subrecipient will perform the following services: 1. In compliance with County procurement policies and federal funding requirements, develop and implement county -directed procurement and distribution of emergencyfood to local hunger relief organizations that ensures equitable access to resources and purchasing of Washington grown and produced foods, when possible. Subrecipient may determine avehety ofprogram activities based onidentified community needs. 2. Complete reporting on project activities and food security recommendations for future public health emergencies. Schedule. The parties anticipate thstthe8ubreoipientwill perform services underthioStatement of VVorkuntiitheearlier ofJune 3U'2O25'orthoexhaustion ofthe funding commitment set forth below. The parties may agree on additional Statements of Workfor services to be performed followingthe completion ofthis Statement ofWork, which vvKibeagreed upon through afully executed amendment. Funding Commitment. WSDA has committed $75,054.29 for compensation to be paid to the Subrecipient for its satisfactory performance of services under this Statement of Work. The Subrecipientwitl not be obligated to perform any services and wilt not be compensated for services that donotfeiivvithinthe funding commitment. Additional Details. 1. 8ubrecipientmust begin services nolater than December 1'2O24. 2. Subrecipient is required to allocate at least 50% of the total funding commitment to emergency food purchasing. Purchasing maybe directtyfrom farms and other local or regional food producers or through subcontracts to one or more qualified nonprofit hunger relief organizations based onidentified community needs and iogenerally encouraged tosource food from iooaiorregional food producers wherever possible. 3. All Subrecipient and Subcontractors (where applicable) must comply with the f oRowing service terms: o. Must comply with all federal and state nondiscrimination laws, regulations, and policies. b. Prayer or religious services must not be required of individuals seeking emergency food. o. Emergency -food must not be sold or bartered. It must be given freelyto persons in need. d. Must comply with the VVARetail Food Code. Page 1oof 12 VV8DAContract No. K5GG8 Documents. The Gubrecipientwilt produce and deliver the following written reports and other documents ("detiverabtes") by the dates indicated in the fotL*owingchart.TheSubrecipient's delivery of each document wi U entittetheSubrecipient to submit an invoice forth eappLicabLe amount set forth below. Document Due Date Applicable Fee Monthly Summary of Expenses & Activities to include: Monthly on the 20th All allowable bitted • Expenses by budget category for that month expenses wilt be • Direct purchasing summary by farm or food reimbursed up to vendor and amount budget totals by • New. subaward agreements by organization category on name and total amount Exhibit "B" Final report on project activities. Report to include, July 1 5Y 2025 N/A • Total amount of funding spent on the purchase of food by Subrecipient or Subcontractor(s), • Summary of hunger relief organizations that received food orfunding through this award, including organization name and location, 0 Number and List of farms and food producers Subrecipient or Subcontractor(s) sourced emergency food f rom, 0 Total amount of funding spent on the purchase of f ood per f arm or food producer, 0 Number of households served by hunger relief organizations that received food or funding through this award during the period of • Total pounds of food purchased by Subrecipient or Subcontractor(s), • Total pounds of food distributed by type: 1. Produce, 2. Meat, 3. Seafood, 4. Non -meat protein, 5. Dairy, 6. Grain, 7. Other, and, • Lessons Learned. Finat report on food security recommendations related July 15, 2025 N/A to future public health emergencies. Report to include: Recommendations on preferred communication channels between local government agencies and state government specific to food assistance and emergencyfood A Link to or copy of Grant County's current emergency response plan forfeeding people during an emergency response, including existing community networks, and; Lessons learned f rom COVID-1 9 food security response to inform f uture emergency actions. Page 11 of 12 WSDA Contract No. K5556 Exhibit B BUDGET The parties have estimated that the cost of accomplishing the work herein will not exceed $75,054.29. pe ct Co�§ nipunt:' C.- o mments Salaries & Benefits $0 N/A Pass -through Awards" $75,054-29 Funding to the Moses Lake Food Bank which distributes to other food banks in the county. Food Purchases $0 N/A Distribution &Transportation $0 N/A Indirect Costs $0 N/A Other (please describe) $0 N/A TOTAL 1 $751054.29 1 *WSDA requires a contract amendment for budget revisions that transfer funds among direct cost categories when the cumulative amount of such transfers exceeds 10 percent of the total approved budget. **WSDA requires at least 50916 of the total funding commitment to be spent on the purchase of food, either through direct food purchasing by the subrecipient or through the recipient(s) of the pass -through award(s). Therefore, WSDA expects that a minimum of $37,527.14 will be reported on food purchases during the period of performance. Page 12 of 12 BOARD OF COUNTY COMMISSIONERS Grant County, Washington RESOLUTION AUTHORIZING RESOLUTION No. 24- ( o U -CC EXECUTION OF INTERAGENCY AGREEMENT GRANT CONTRACT NO. K5556 BETWEEN GRANT COUNTY AND THE WASHINGTON STATE DEPARTMENT OF AGRICULTURE FOR TO FILL CONTINUED GAPS IN EMERGENCY FOOD RESOURCES WHEREAS, Chapter 34.3 9 RCW, the Interlocal Cooperation Act, permits local government entities to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage, for the purposes of providing services and facilities in a manner and pursuant to forms of governmental organization that will accord best with geo graphic, economic, population and other factors influencing the needs and development of local communities; and WHEREAS, the Washington State Department of Agriculture (WSDA) is authorized pursuant to Chapter 3 9.3 4 RCW to enter into interagency agreements; and WHEREAS, Grant County, Washington, by and through the Grant County District Court (Court) is vested with authority to enter into an interagency agreement pursuant to Chapter 3 9.3 4 RCW; and WHEREAS, the purpose of Interagency Agreement, WSDA Grant Contract No. K5556 is for the purpose of filling continued gaps in emergency food resources; and WHEREAS, it is the desire of Grant County, and the Washington State Department of Agriculture to enter into an interagency agreement for WSDA Grant Contract No. K5 5 5 6 in the amount of $75,054.29. https://grantcountywa.sharepoint.coin/teams/BOCC/Shared Documents/General/Resolutions - Ordinances/2024 Resolutions/Grants—Interagency Agreement K555610-15-2024.docx XT iNOW, THEREFORE, BE IT HEREBY RESOLVED, that the attached Interagency Agreement between Grant County and Washington State Department of Ag.ficulture be approved. 'DATED this ?4. _day of Ir"61"K —, � 02 BOARD OF COUNTY COMMISSIONERS Yea May Abstain GRANT COUNTY, WASHINGTON ATTEST: 0 0 0 14u, dndY'-' Cart(* Chair `` / le- Darmy E. Stone, Vice -Chair https://ctanteountvIwa.sliarepoLnt.convteams/BOCC/Shared DocuiiienLs/'Gene-ral!P-soltitik)ns - Ordinances/2024 Resolutions/Grants —Interagency Agreement K5 55 1010-15 -2024.doex GRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 11.00pm on Thursday) BOCC REQUESTING DEPARTMENT: REQUEST SUBMITTED BY:Karrie Stockton e CONTACT PERSON ATTENDING ROUNDTABLE.. KarriStockton CONFIDENTIAL INFORMATION: []YES SR NO DATE: 12/16/2024 PHONE:2937 ALL THAT APPL Agreement /Contract F-71 PVollchers ---(CHECK ElAppointment. / Reappointment 11ARPA Related EjBids / RFPs / Quotes Award DBId Opening Scheduled []Boards I Committees El Budget 0Computer Related El County Code ElEmergency Purchase OEmployee Rel, 1-1 Facilities Related [I Financial 0 Funds El Hearing F-1 Invoices / Purchase Orders *Grants — Fed/State/County [Leases OMOA / MOU 1-1 Minutes 71Ordinances El Out of State Travel .7 Petty Cash '10 Policies 1:1 Proclamations El Request for Purchase OResolution []Recommendation []Professiond-1 Sear/Consultant 17 Support Letter OSurplus Req. ElTax Levies 0 Thank You's OTax Title Property 0WSLCB OR awAGENDA:' e a "E• m Subreciplent Agreement between Community Services of Moses Lake and Grant County. Alternative USDA Farrs to Food Box Program, WSDA Contract No. K5556 in the amount of $75,054.29. Term is December 17, 2024 through June 30, 2025. If necessary, was this docume..nt reviewed by accounting? F-1 YES 1:1 N 0 * N/A If necessary, was this documvent reviewed by legal? *'DES 11 N 0 D N/A DATE OF ACTION: /22-3 12.4 APPROVE- DENIED ABSTAIN D 1'. D2- D3 4/23/24 DEFERRED OR CONTINUED TO- WITHDRAWN-, WASHINGTON STATE DEPARTMENT OF AGRICULTURE Alternative USDA Farmers to. Food Box Program WSDA Contract No. K5556 SU-B 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 Community Services of Moses Lake Grant County, UEI #TQMGPF2A9N29 ("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 OFAg.R..EEMENT ax The term of this subrecipient agreement with Washington State Department of Agriculture Agreement, Contract No. K5556, shall begin on September 5, 2024 or upon execution whichever is later, and shall terminate on June 30, 2025. The original contract No. K5556 is incorporated into this agreement as Exhibit C and subrecipient will be required to adhere to all requirements therein. 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: Facilitate county -directed procurement and distribution of emergency food to hunger relief organizations, as set forth in Exhibit A, the WA Department of Agriculture Guidelines attached hereto and fully incorporated byreference. 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 Agreemerit. d. The SUB RECIPIENT shall complete its work in a timely manner and in accordance with the schedule agreed to by the parties. Washington State Department of Agriculture, Community Services of Moses Lake, 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 Agriculture Grant Guidelines attached hereto as Exhibit A and/or as may be updated by the Department of Commerce, with such guidelines fully incorporated herein by reference. 9. The SUB RECIPIENT shall submit all financial performance and other reports to COUNTY as required to close out this award. 3. SERVICES PROVIDED BY THE COUNT 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 withthe 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: Karrie Stockton Grant Administration Specialists Board of County Commissioners Grant County Courthouse P.O. Box 37 Ephrata WA 98823-0037 For Sub Peny Archer Recipient: Community Services of Moses Lake, dba Moses Lake Food Bank PO Box 683 Moses Lake, WA 98837 Washington State Department of Agriculture, Community Services of Moses Lake, Sub Recipient Agreement - 2 5. COMPENSATION a. For services performed hereunder, the SUB RECIPIENT shall be paid, on a fixed basis concerning the term of this Agreement, defined herein as September 5, 2024 or upon execution, whicheveris laterto June 30, 2025, from those rates/funds set forth in Contract #K5556, a copy of the same attached hereto as Exhibit B and incorporated herein by reference. The maximum total amount payable by the COUNTY to the SUB RECIPIENT under this Agreement shall not exceed $75,054.29, or as may be amended by the Washington State Department of Agriculture; 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 ordefects. 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 Washington State Department of Agriculture, Community Services of Moses Lake, 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 the COUNTY, 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. Washington State Department of Agriculture, Community Services of Moses Lake, 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 (30) 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. Inthe 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: Washington State Department of Agriculture, Community Services of Moses Lake, 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. Washington State Department of Agriculture, Community Services of Moses Lake, Sub Recipient Agreement - 6 10. ASSIGNMENT, DELEGATION, AND SUBCONTRACTING a. The SUB RECIPIENT shall perform the terms of the 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 Agreement at a later time. 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. Washington State Department of Agriculture, Community Services of Moses Lake, 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 (6j 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. QNVNERSHIP OF MATLR.1ALS/NV0RKPR0DUGiru-,-D-" 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 Washington State Department of Agriculture, Community Services of Moses Lake, Sub Recipient Agreement - 8 RECIPIENT shall be decided by the COUNTY'S Contract representative or designee. All rulings, orders, instructions and decisions of the COUNTYIS 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. S VERABILITY 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 AGREEMEIeTT 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 parties hereto .aeknowledggthat the waiver of iMmunit3: set out in Section 7.b. was mutually negotiated and WecifieaI13: agreed to by the Y)arties herein. Washington State Department of Agriculture, Community Services of Moses Lake, Sub Recipient Agreement - 9 THIS AGREEMEW, is execute(I by fl-le persoms signing below who warrant th zz;, C, at they have ffie autJ101-itv to execute the A.grecip-11t GRANT COUN'f'y WAStUNGTON Conummity Scl-�?Ices ofNloses Lake BOARD OF COUNTY COMMISSIONERS 11 1- ADOPTED on this ADOPTED on this dv4Y Of Decembex -23 day of Deceniber ')014, indy C-arter Chail- L?Daty ch -E S vice"'I r e c ,7L R b J Member NIT E Clerk oft e and APPROVED AS TO FORt�,I: . ri Penv I opeha 11(r 1; ar L na Washingyton Sta,,,---,- D.-C-part-mut of I kloies Lake- Suh R-cipi-nit