HomeMy WebLinkAboutGrant Related - BOCC (005)I
HOUSING ASSISTANCE UNIT
COMMUNITY SERVICES & HOUSING DIVISION
SHELTER PROGRAM 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 the City of Moses Lake, ("SUB
RECIPIENT"), .collectively referred to as the "Parties."
In consideration of the mutual benefits and covenants contained herein, the parties agree
as follows:
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The term, of this Shelter Program Grant Agreement, Department of Commerce Grant No.
21-46 1 OC- 104, shall begin on August 1, 2021, and shall terminate on June 30, 2023.
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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:
Renovations at 1214 S Pioneer Way, Moses Lake, WA 98837, previously budgeted to the
Emergency Solutions Grant (ESG).
a. A description of the services to be performed by the SUB RECIPIENT is set forth
in Amendment B Attachment 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 11
accordance with the schedule agreed to by the parties.
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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.
3. SERVICES PROVIDED BY. TELE CMTY
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 Amendment B.
4. AGREEMENI R-KPRE5jbLTAjjjEa
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
Administrative Services Coordinator
Board of County Commissioners
Grant County Courthouse
P,O. Box 37
Ephrata WA 98823-0037
For SUB Allison Williams
RECPIENT: City Manager -
City of Moses Lake
401 S Balsam Street
PO Drawer 1579
Moses Lake WA, 98837
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a. For services performed hereunder, the SUB CONTRACTOR shall be paid, on a
fixed basis concerning the term ofthis Agreement, defined herein as Agaust -1, 2021 to June 3 0 20129
from those funds set forth in Amayhicrt B. The maximum total amount payable by the COUNTY to
the SUB RECIPIENT under this Agreement shall not exceed $185,,461.00., or as may be amended
by the Department of Commerce;
b. No payment shall be made for any work performed by the SUB RECIPIENT 7
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 may submit invoices to the COUNTY not more often than
once per month during the progress of the work for partial payment of work completed to date.
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 forpayment
prior to the execution of the Agreement or after its termination.
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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
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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.
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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 in the 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.
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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. 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:
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A. The amount of fidelity coverage secured pursuant to this Agreement shall be
$ 100,000-00 or the highest of planned reimbursement for the Agreementperiod,
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.
a. The COUNTY may terminate this Agreement for convenience in whole or inp art
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 completingthe work and all damage sustained by the COUNTY by reason of the SUB
1
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.
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10* ASSgMENT, DLLEGATION,
..AM SUB ONIBA.CTLN.G
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.
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 CO.&T&A.CTOR
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 orprivileges
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, orpayments
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,
a vi
cti 'ties and requirements by the SUB RECIPIENT in performance of the work on thi sproject
and under this Agreement and shall assume exclusive liability therefore, and meet all requirements
thereunder pursuant to any rules or regulations.
SHELTER PROGRAM GRANT Sub Recipient Agreement - 7
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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.
OEM W _3 Due 9
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. N0hM1ECR1MMAjj.0N
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.
a. Material produced in the performance of the work under this Agreement shall be
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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, surveystapes,
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. 121SPET.Ea
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 earliestpossible 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
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RECIPIENT shall be decided by the COUNTY'S Contract representative or designee. All rulings,
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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 reliefpursuant to Section 18.
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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 andperformance.
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. I
19. 5EVER.A.BILI.TX
a. If a court of competent jurisdiction holds any part, term or rovision 0
pof 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 ofthis 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 ofthe Agreement no longer exists, the COUNTY
may, in its sole discretion, terminate this Agreement.
r" III
NOWNWI-8 1-11111 h1wo k
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. NOTT"E
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 uadieahrct2achm e t t u111tv sLtont in aggtial- mas
Muig&U.X.RegotiateAajldsD-ecLfLeAliv agreed o t ejaaLties herein.
SHELTER PROGRAM GRANT Sub Recipient Agreement 9
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Page 9 of 10
THIS AGREEMENT, is executed by the persons signing below who warrant that they
have the authority to execute the Agreement,
GRANT COUNTY WASHINGTON
BOARD OF COUNTY COMMISSIONERS
jv VVIL-frW<'r
ADOPTED on this day of SVt=� ,
2021.
V
Cin cry, "a-rter
Chair
Danny E S/one
Vice-Chaii
Rob
Commissioner
ATTEST:
Cleyk of he Board
APPROVED AS TO FORM:
Civil Deputy Prosecuting Attorney
CITY OF MOSES LAKE
ADOPTED on this day of September,
2021.
Allison Williams, City Manager
SHELTER PROGRAM GRANT Sub Recipient Agreement - 10
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Page 10 of 10
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