09-120.00 Spokane County CDBG: Street Paving in Cement BasinCOMMUNITY DEVELOPMENT BLOCK GRANT
SUBRECIPIENT AGREEMENT
(Government Entity)
Project Number 09 -29
This Subrecipient agreement, hereinafter referred to as the "Agreement ", is executed by
SPOKANE COUNTY, a political subdivision of the State of Washington, through its
Community Services, Housing, and Community Development Department, hereinafter referred
to as the County and The City of Spokane Valley, a political subdivision of the State of
Washington, whose address is 11707 E Sprague, Suite 106, Spokane Valley. WA 99206.
hereinafter referred to as the "Subrecipient", and together referred to as the "Parties ".
IN CONSIDERATION OF PROMISES MADE HEREIN AND THE MUTUAL BENEFIT
DERIVED THEREFROM BY THE PARTIES MUTUALLY AGREE AS FOLLOWS:
I. PURPOSE.
The purpose of this Agreement is the funding and completion of the project(s) identified as the
Street Paving in Clement Basin, hereinafter referred to as the "Project ", which is a federally
funded project through the Community Development Block Grant program, hereinafter referred
to as "CDBG ", from the US Department of Housing and Urban Development, hereinafter
referred to as "HUD ", (CFDA # 14.215).
Acceptance of the Spokane County 2005 -2009 Housing and Community Development
Consolidated Plait and 2009 Annual Action Plan by HUD and a contract between HUD and
the County authorizing the Count- - 's Community Development Block Grant Program
(hereinafter the "HUD Contract ") is a condition precedent to the County's performance
under this Agreement.
CDBG funds will provide for approximately 7% of the total project costs not to exceed
$220,554.00, pursuant to the terms of this Agreement. Only funds for the reimbursement of
actual allowable costs will be disbursed to the Subrecipient. Any funds allocated for the Project
remaining after reimbursement to Subrecipient of all actual allowable costs pursuant to this
Agreement shall be retained by the County.
H. AGREEMENT AND EXHIBITS.
This Agreement shall consist of this Subrecipient Agreement and all exhibits (Exhibits A
through D) that are referred to herein. Any exhibits, attachments or addenda refereed to herein
and/or attached to this Agreement and any Amendments hereto, are incorporated herein as if set
forth in full.
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III. PERIOD OF PERFORMANCE.
Contingent on the receipt of a notice to proceed from the County, this Agreement shall be
effective July 1, 2009 and shall be completed no later than June 30, 2010, hereinafter referred to
as the Project Period.
If the HUD Contract is not executed prior to July 1, 2009 or if for any other reason the effective
beginning date of this Agreement is delayed, funding of this Agreement shall be delayed until a
notice to proceed from the County is received by the Subrecipient. The Subrecipient may not
rely upon the County for payment of nor shall the County be obligated to reimburse the
Subrecipient as a result of such delay in the availability of funds, for any costs incurred or
written or oral commitments made by the Subrecipient prior to receipt of the notice to proceed
from the County.
Except as stated herein, the Project Period may be changed only by amendment to this
Agreement executed no less than 45 days in advance of the expiration date of this Agreement,
acceptance of which amendment shall be within the sole discretion of the County.
IV. SCOPE OF SERVICES.
The Subrecipient will plan, administer and implement the Project as described in the Subrecipi-
ent's Grant Application, as amended, with supplemental forms (Exhibit A), which are
incorporated herein by reference as though fully set forth. The Subrecipient shall adhere to
agreed upon budgets, schedules, and commitments.
V. FUNDING.
A. Funding Sources:
Funding sources under this Agreement are as follows:
Community Development Block Grant Funds (CFDA # 14.218) 5220,554.00
B. Maximum Funding:
Total maximum funding under this Agreement is Two Hundred Twenty Thousand, Five
Hundred and Fifty Four Dollars and No Cents ($220,554.00).
C. Requests for Reimbursement:
The Subrecipient shall submit requests for reimbursement of actual allowable costs incurred
by the Subrecipient in performance of this Agreement and in accordance with the attached
budget, included in Exhibit A. Requests for reimbursement must be accompanied by
documentation substantiating eligibility of costs for which reimbursement is requested. The
Subrecipient shall submit the final requests for reimbursement not later than thirty (30) days
after this expiration of the close of the Project period. The Final request for reimbursement
shall provide a reconciliation of actual revenue and expenses for the entire period of this
Agreement.
Costs incurred prior to the effective date of or after the expiration date of this Agreement,
ineligible costs, or unallowable costs, will not be reimbursed by the County, unless approved
by the County and subject to this Agreement being signed by all parties.
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Only those budget line items that appear in the budget section of Exhibit A will be
considered for reimbursement, and only in those percentages outlined in Section I Purpose.
No change(s) to the budget shall be binding upon the Parties except by amendment to this
Agreement executed pursuant to the General Terms and Conditions of this Agreement.
For all construction projects, the use of any CDBG funds designated as "contingency
funds" in the project budget, included in Exhibit A, must be reviewed and approved by
the County.
If allowable actual costs for a given month are less than the budgeted amount pursuant to the
budget, included in Exhibit A, reimbursement shall not exceed the allowable actual costs.
The maximum allowable monthly payment shall equal the total budget maximum to date less
the total payments to date.
All funds obligated or committed by the Subrecipient to contractors, suppliers, etc. during the
Project Period must be expended on or before June 30, 2010. CDBG funds, which are not
expended by June 30, 2010, shall be returned to the County
D. Circulars:
Federal Office of Management and Budget (OMB) Circular A -$7, Cost Principles for State,
Local and Indian Tribal Governments (located at 2 CFR Part 225) and, OMB Circular A -102
Grants and Cooperative Agreements Klh State and Local Governments (as amended) OMB
Circular A -133 Audit Requirements, and RCW 43.09.200 shall apply to the Agreement and
to all funds disbursed hereunder. Except as noted in the Agreement, costs are reimbursable
under Washington State Budgeting Accounting Reporting System (BARS), including all
supplements and revisions thereto, prescribed by the Washington State Auditors Office.
E. Administrative Costs:
Administrative costs for the performance of the Agreement shall not exceed the amount
identified in the Budget, included in Exhibit A. As used in this Agreement, administrative
costs shall be defined as: Costs for general operation of direct service agencies in support of
the Project, and includes the cost for Project administration, activities performed for Project
management purposes, accounting, record keeping, general clerical support. activities of the
Board of Directors, and similar costs.
F. Recovery of Overpayment to Contractor:
The Subrecipient shall not be reimbursed more than the amount of the allowable costs of
performance of this Agreement. When the Subrecipient, the County, or any other state or
federal agency determines that the Subrecipient has received payments under this Agreement
in excess of reimbursement described in the reimbursement subsection of this Agreement, or
otherwise not in conformity with the Agreement, the County shall recoup those payments,
together with interest, as provided in 24 CFR 85.20, from what would otherwise be the
County's liability under this Agreement. If the Subrecipient receives a notice of
overpayment, which the County shall be required to timely provide, the Subrecipient may
protest the overpayment determination pursuant to the Dispute Resolution Section of this
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Agreement. Failure to invoke said section within fifteen (15) days of receipt of a notice of
overpayment will result in an overpayment debt against the Subrecipient.
G. Fiscal Management:
All financial transactions involving CDBG funds are subject to the regulations, policies,
guidelines and requirements contained in the Office of Management and Budget Circular A-
87 Cost Principles for State, Local and Tribal Governments (located at 2 CFR 225), as
applicable, which describes eligible costs, and 24 CFR 85.20 which describes financial man-
agement system requirements as they relate to acceptance and use of federal funds, 24 CFR
570 or other superseding document. Interest or other income earned on CDBG advances
must be repaid to the US Department of Housing and Urban Development (HUD) via the
County.
The Subrecipient shall establish and maintain a system of accounting and internal controls
that comply with generally accepted accounting principles and all federal, state, and local
accounting principles and governmental accounting and financial reporting standards that are
applicable to federal, state and/or local grants, awards, and /or contracts.
The Subrecipient shall ensure that construction and management of the Project is done in the
most cost effective and efficient manner possible.
The Subrecipient's financial management system at a minimum shall:
I . Be a viable, single organizational entity capable of effective and efficient processing of
all of the fiscal matters, including proof of adequate protection against insolvency.
2. Have the ability to pay for all expenses incurred during the Agreement period, including
services that have been provided under the Agreement but paid after the Project period.
3. Include source documentation in support of allowable actual costs necessary to indicate
costs incurred by the Subrecipient directly relating to the cost identified in the Budget.
H. Audit:
1. If Subrecipient expends a total, from all income sources, of Five Hundred Thousand
Dollars, ($500,000.00) or more of federal funds per fiscal year, then no later than six (b)
months after the end of the Subrecipient's fiscal year, the Subrecipient shall have an
independent fiscal audit conducted of its financial statement and condition, regarding the
performance of this Agreement, readily delineating CDBG funds received from the
County. The audit shall comply with OMB Circular A -133 and 24 CFR Part 85.
2. The Subrecipient shall submit its audit report, including any "Management Letter"
and/or all other correspondences referred to in the audit report, along with Subrecipient's
response to the audit and corrective action plan, if any, no later than thirty (30) days
after completion of the audit. The independent auditor's working papers shall be made
available for the County review, upon request by the County.
3. Failure to engage auditors and provide proof of such engagement prior to the due date of
the audit report to the County shall be considered contractual non - performance. In such
event, the County reserves the right to withhold not more than One Hundred Fifty
percent (150 %) of the reasonably estimated cost of the required audit from
reimbursement due at the end of the audit year or final reimbursement pending
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compliance with this section of this Agreement. This subsection shall survive the
termination or other expiration of the Agreement.
1. Payment Obligation:
Payment made under this Agreement is intended by both Subrecipient and the County to be
inclusive of all services provided under this Agreement, and constitutes the County's only
financial obligation under the Agreement irrespective of whether the cost to the Subrecipient of
providing services exceeds that obligation.
V'1. GENERAL TERMS AND CONDITIONS.
A. Relationship:
The relationship of the Subrecipient to the County shall be that of an independent contractor. No
provision of this Agreement is intended or deemed to create any relationship between the Parties
hereto other than that of independent entities contracting with each other solely for the purpose
of effecting the provisions of this Agreement. Neither of the Parties hereto, nor any of their
respective employees, shall be construed to be the agent, employee, representative, joint venture,
or partner of the other.
The Subrecipient and its employees or agents will not hold themselves out as, nor claim to be, an
agent, officer or employee of the County, nor will they claim any of the rights, privileges or
benefits which might accrue to County employees.
Subrecipient shall be responsible for all federal and/or state tax, industrial insurance, and Social
Security liability that may result from the performance of services, and resulting compensation,
for services described herein.
B. Modifications And Amendments:
Except as provided otherwise herein, this Agreement may be amended only in writing by
agreement of all parties hereto.
The Subrecipient hereby acknowledges that this Agreement is subject to all Federal statutes,
Federal regulations, RCWs, and WACs applicable to this Agreement. Any provision of the
Agreement which conflicts with federal and state statutes or regulations is hereby amended to
conform to the provisions of federal and state law and regulations. Such amendment of the
Agreement will be effective on the effective date of the statutes or regulations necessitating it
and will be binding on the Parties even though such amendment may not have been reduced to
writing and formally agreed upon and executed by the parties. The County will provide notice
of such amendment required by this paragraph when the County is aware of them. The
Subrecipient agrees to accept, and execute any and all amendments offered by the County
needed to effectuate the Federal statute, Federal regulation, RCW, and /or WAC.
Any proposed change(s) in the project scope of service, budget, location, or the number of
beneficiaries served as described in the Subrecipient's Grant Application and Final Project
Proposal (Exhibit A), must be submitted in writing to the Community Services, Housing and
Community Development Department for approval prior to incurring any project costs or
implementing any substantial project modifications. Any such changes shall be considered a
request to modify or amend this Agreement.
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C. Waivers:
No employee of the County or the Subrecipient has the power, right or authority to waive any of
the terms, conditions and/or covenants of this Agreement.
The waiver of any breach or violation of any provision of this Agreement shall not operate as or
be construed to be a waiver of any subsequent breach of the Agreement.
The failure of the County or the Subrecipient to enforce any of the terms or covenants of this
Agreement or the failure to require performance under the Agreement shall not be construed as a
waiver nor in any way affect the validity of the Agreement or the right of the County or the
Subrecipient to enforce each and every tern of the Agreement.
D. Assignability:
The Subrecipient shall not assign any interest in this Agreement and shall not transfer any
interest in this Agreement to any party (whether by assignment or novation) without prior written
consent of the County. The County may assign all or any of its interest in this Agreement as
may be deemed necessary in the sole discretion of the County.
E. Access, Examination, Audit And Monitoring:
The County shall provide technical assistance to the Subrecipient, to the extent practicable,
regarding compliance with federal program requirements throughout the project period. The
County will monitor the performance of services and evaluate accomplishments and compliance
with the terms of this Agreement throughout the project period. Monitoring may include a visit
to the project site or to the Subrecipient organization.
The Subrecipient shall cooperate with the County or its agent in the evaluation of Subrecipient's
performance under this Agreement and make available all information reasonably required by
any such evaluation process. The results and records of said evaluations shall be maintained and
disclosed in accordance with RCW 42.17 and/or 5 USC 552 (Freedom of Information Act).
The Subrecipient shall provide right of access to its facilities, including those of any
subcontractor, to the County, the state, and/or federal agencies or officials at all reasonable times
in order to monitor and evaluate the services provided for herein. The County shall provide
reasonable notice of any County monitoring or evaluation, unless the County has reason to
believe that monitoring without notice is necessary. The County shall monitor the Subrecipient
programmatically and financially on site within the sole discretion of the County. The
Subrecipient shall make available to the County, the state auditor, and/or HUD all records, books
or pertinent information which Subrecipient shall have kept pertaining to this Agreement and as
required by this Agreement, Federal law and/or Washington law. Subrecipient shall also furnish
such progress reports, schedules, financial and costs reports, and other such program or fiscal
data reasonably required to evaluate the performance of this Agreement.
The Subrecipient shall respond timely and accurately to requests from the County to provide
information necessary to respond to inquiries from HUD or other entities having authority to
make such request.
The Subrecipient agrees to notify the County in advance of any state or other formal inspections,
audits, accreditation or program reviews and provide to the County copies of said review,
including any final written plan of correction or other written response, within thirty (30) days of
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receipt.
This section shall remain effective pursuant to 24 CFR 570.
F. Suspension And Termination:
This Agreement may be suspended or terminated in whole or in part as follows:
By fulfillment. The Agreement will be considered to be terminated upon fulfillment of its terms
and conditions;
By mutual consent. The Agreement may be terminated or suspended, in whole or in part, at any
time, if both Parties consent to such termination or suspension. The conditions of the suspension
or termination shall be documented in a written amendment to this Agreement;
For cause. The County may suspend or terminate this Agreement in whole or in part, for cause,
when the Subrecipient has failed in whole or in part to meet its commitments and obligations as
outlined in this Agreement and/or when the County deems continuation to be detrimental to its
interests.
The suspension process may include, but is not required to include, the following steps:
a. When an issue involving non - performance or insufficient performance arises, the County
will engage in informal discussions with the Subrecipient. The Subrecipient shall correct
any deficiencies in performance. Technical Assistance, to the maximum extent practicable,
will be provided by the County to help the Subrecipient successfully conduct the activity.
b. If informal discussion does not result in improved performance, the County may schedule a
monitoring visit to review the area of performance that must be improved. A written report
will be provided to the Subrecipient which will outline the results of the monitoring and
identify the specific performance deficiencies. The Subrecipient shall respond to the report
with a proposed course of corrective action and a time frame in which to implement
corrective actions.
c. If the Subrecipient fails to improve the performance problem area, the Subrecipient will be
notified by the County in writing that the Agreement is suspended. CDBG funds may not
be expended for any activities that have been suspended.
d. Suspension will (except in the case of illegal or improper action) include an identification
of the specific performance deficiencies, the required course of corrective action, and a
timeline for achieving the corrections. Corrective action plans shall require a 15 to 60 day
period of resolution (within the County's discretion, depending upon the performance
issue).
e. Suspension will only be lifted by the County upon Subrecipient's correction of the deficient
performance to the County's satisfaction as evidenced by a written release from the
Director of the Community Services, Housing and Community Development Department.
f: The suspended Subrecipient may not enter into any subsequent Subrecipient Agreement
with the County (even for another project or different year's HOME or CDBG funding).
g. Subject to the suspension process described above termination will occur when corrective
action is not completed in a timely fashion as prescribed.
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h. Improper or illegal use of funds will result in immediate suspension and /or termination
within the County's sole discretion. Suspension and/or Termination in this case may be
initiated by telephone or personal contact with a written confirmation to Subrecipient
within five (5) business days. The confirmation of suspension and/or termination to
Subrecipient shall specify the reasons for suspension and /or termination and notify the
Subrecipient of the County's future course of action regarding the improper or illegal
action.
i. Illegal or improper mishandling of funds or conduct which endangers, discriminates
against, or otherwise subjects project beneficiaries to harm, may also result in a report of
the conduct to appropriate legal authorities.
j. Subrecipient may appeal the decision to suspend or terminate this Agreement through the
Housing and Community Development Division Grievance Policy.
The County reserves the right to terminate this contract, in whole or in part, immediately upon
receipt of notice to the Subrecipient, in the event expected or actual funding to the County from
the Federal government or other sources is withdrawn, reduced or eliminated.
In the event of suspension, further payment may be withheld until the Subrecipient takes
corrective action or the County terminates the Agreement.
In the event of termination, County will notify the Subrecipient in writing of its determination to
terminate, the reason for such termination, and the effective date of the termination.
Upon termination an accounting shall be done to determine what, if any, payments are due to the
Subrecipient or what, if any, refund is due from the Subrecipient.
Actions by either party under this Article shall not constitute a waiver of any right or claim by
either party arising from this Agreement.
G. Dispute Resolution:
The Subrecipient and the County shall work together in good faith to resolve any disputes about
their contractual relationship under this Agreement. If the Parties are unable to resolve a dispute
arising from this Agreement within fifteen (15) days following the date one Party sends written
notice of the dispute to the other Party, the dispute may be submitted by either party to the
Director of Spokane County Community Services, Housing, and Conmiunity Development
Department ("Director").
The Director's decision shall be made within ten (10) business days of receipt of the dispute.
unless circumstances warrant a reasonable delay in said response.
Either party shall have the right to pursue relief in a court of competent jurisdiction, if the
Director does not resolve the dispute to their satisfaction. The Parties may mutually agree to
resolve the dispute through an alternative dispute resolution mechanism, including but not
limited to arbitration or mediation.
In any dispute arising in connection with this Agreement, each Party shall be required to pay its
own costs and expenses, including attorney's fees incurred in connection therewith, in
preparation therefore and on appeal therefrom and in any bankruptcy proceeding related thereto.
H. Severability:
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If any provision of this Agreement, or portion thereof is held invalid by any court of rightful
jurisdiction, the remainder of this Agreement shall not be affected, providing the remainder
continues to conform to applicable Federal and State law(s) and regulations and can be given
effect without the invalid provision.
I. Records And Reports:
The Subrecipient shall maintain such program records as may be required by applicable Federal,
State and County regulations, all of which are incorporated herein by reference. Project records
must be retained for a period required by 24 CFR 85.53.
Project shall include evidence of benefit to low and moderate income persons, description of the
work, financial records (source and use of funds, authorization to expend funds, obligations.
unobligated balance, assets, liabilities, outlays and income), property acquisition, fair housing,
equal opportunity, property disposition, etc. The public shall be granted reasonable access to all
"public records" pursuant to RCW 42.17 and/or 5 USC 552.
At a minimum, the Subrecipient will submit, with the first request for reimbursement,
documentation and descriptions of project costs including formulas for allocated prorated
portions of operating costs, procurement costs or other costs not wholly supported by CDBG
funds. Documentation will include time studies or employee time sheets, job descriptions or
contracts, indirect cost allocation plans or other requested documentation helpful to the County
in determining the eligibility of costs. Each successive request for reimbursement will include,
at a minimum, back up documentation for costs incurred.
Subrecipient shall prepare, complete and submit reports and other information as required by the
County to demonstrate compliance with applicable regulations, eligibility of activities and costs,
and project performance standards as described in this document. Failure to prepare and submit
required reports and documents will constitute a breach of the performance of this Agreement
and lead to suspension and/or termination of the Agreement pursuant to the terms of this
Agreement.
The Subrecipient shall:
1. Report to the County and obtain approval of the procurement process employed by
Subrecipient prior to awarding a contract for professional or construction services or
purchase of materials.
2. Prepare and submit to the County, when applicable. construction specifications, project
plans, bid packets and other documentation prior to the execution of that project
component. Prior to solicitation of any bids the Subrecipient will obtain from the
County, the appropriate federal wage rates and labor standards documentation to be
included in the bid package for any projects covered under the Davis -Bacon Act.
3. Obtain and submit records acquired from construction contractors and subcontractors,
that document compliance with the Davis -Bacon Act, as amended, the Copeland Act, the
Contract Work Hours and Safety Standards Act and Prevailing Wages, RCW 39.12.
4. Report to the County, methods used to implement Fair Housing Laws and affirmatively
market services to otherwise qualified persons, without regard to age, sex, color, ethnic
origin, religion, disability or familial status.
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5. Include identification of Spokane County CDBG funding on all printed materials,
including signage, books, reports, pamphlets, brochures, posters and articles, published
and circulated for the purpose of describing, evaluating, or publicizing services or
activities funded under this Agreement.
6. Submit project progress, project benefit, and project financial reports within the timelines
presented below.
7. At the earliest date during and/or after completion of the project, submit to Spokane
County an audit report of the project, for the project period if applicable. Refer to Section
V1, and Access, Examination, Audit, and Monitoring, for instructions regarding audit
requirements.
Reports will be submitted in the formats provided by the County which are attached to this
Agreement as Exhibits C and D:
• Quarterly Progress Reports, (Exhibit C); and
• End of Project Year Report no later than July 31, 2010 (Exhibit D).
All reports unless otherwise specifically noted will be due by the 15th of each month and will
contain data obtained during the preceding month, or other indicated reporting period. Any
reports provided by the Subrecipient may be forwarded to the Board of Spokane County
Commissioners, the US Department of Housing and Urban Development and the Housing and
Community Development Advisory Committee to document performance.
Additional reports may be requested from the Subrecipient, if necessary to comply with federal
requirements.
Reimbursement for project costs incurred will be contingent upon the submission of
required reports. Failure to notify a subrecipient of the lateness of required reports does
not release the subrecipient from the responsibility for their timely submittal.
J. Procurement And Subcontracts:
All procurement actions and subcontracts shall be in accordance with applicable State and
Federal law relating to contracting by public agencies. For procurement actions requiring a
written contract, the Subrecipient may, upon the County's specific written approval of the
contract instrument, enter into any subcontract or procurement action authorized as necessary for
the successful completion of this Agreement. The Subrecipient will remain fully obligated under
the provisions of this contract Agreement not withstanding its designation of any third party to
undertake all or any of the Project. The Subrecipient may not award or permit an award of a
contract to a party that is debarred, suspended or ineligible to participate in a Federal program.
The Subrecipient will submit to the County, the names of contractors, prior to signing contracts.
to ensure compliance with 24 CFR Part 24 and 2 CFR Part 180, "Debarment and Suspension ".
The Subrecipient will consult with Spokane County to develop a plan of action to comply with
Executive Orders 11625, 12138 and 12432 and Public Law 95 -507 dealing with the use of
minority and woman owned business enterprises.
K. Indemnification And Insurance:
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The Subrecipient and its employees, volunteers, contractors or consultants shall carry throughout
the duration of this Agreement, General Liability Insurance, Comprehensive Automobile
Liability Insurance and other such coverage as may be appropriate or required by State or
Federal law, for the services to be performed. Properties improved, acquired or rehabilitated
with CDBG funds will be insured until such time that the final disposition of the property occurs.
Copies of insurance policies and/or evidence of insurance shall be provided to the County upon
request.
1. Indemnification
a. The Subrecipient shall protect, defend, indemnify, and hold harmless the County, its
officers, employees, and agents from any and all costs, claims, judgments, and/or
awards of damages, arising out of, or in any way resulting from, the negligent and /or
intentional acts or omissions of Subrecipient, its officers, employees, and/or agents in
connection with, or in support of, this Agreement. Subrecipient agrees that its
obligations under this subparagraph extend to any claim, demand, and /or cause of
action brought by, or on behalf of, any of its employees or agents against the County,
in connection with, or in support of the performance of this Agreement. For this
purpose, the Subrecipient, by mutual negotiation, hereby waives, as respects the
County only, any immunity that would otherwise be available against such claims
under the Industrial Insurance provisions of Title 51 RCW. In the event the County
incurs any judgment, award, and/or cost arising therefrom, including attorney's fees,
to enforce the provisions of this article, all such fees, expenses, and costs shall be
recoverable from Subrecipient.
b. The County shall protect, defend. indemnify, and hold harmless the Subrecipient, its
officers, employees, and agents from any and all costs, claims, judgments. and/or
awards of damages arising out of, or in any way resulting from, the negligent acts or
omissions of the County, its officers, employees, or agents. The County agrees that
its obligations under this subparagraph extend to any claim, demand, and/or cause of
action brought by, or on behalf of, any of its employees or agents. For this purpose.
the County, by mutual negotiation, hereby waives, as respects Subrecipient only, any
immunity that would otherwise be available against such claims under the Industrial
Insurance provisions of Title 51 RCW. In the event Subrecipient incurs any
judgment, award, and/or cost arising therefrom, including attorney's fees, to enforce
the provisions of this article, all such fees, expenses, and costs shall be recoverable
from the County. For the purposes of this Agreement, the Subrecipient and its
subcontractors shall not be considered agents of the County.
c. THE COUNTY AND THE SUBRECIPIENT ACKNOWLEDGE THAT THE
INDEMNIFICATION PROVISIONS OF THIS SECTION WERE SPECIFICALLY
NEGOTIATED AND MUTUALLY AGREED UPON BY THEM. The
Subrecipient's duties under this section shall survive expiration or earlier termination
of the Agreement.
2. Insurance
a. The Subrecipient shall, at its own expense, maintain in effect throughout the
Agreement term commercial general liability insurance with broad form and stop gap
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(employer's liability) endorsements in minimum limits of One Million Dollars
($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) annual
aggregate for property damage or loss and minimum limits of One Million Dollars
($1,000,000.00) per individual and per occurrence and Two Million Dollars
($2,000,000.00) annual aggregate for personal injuries and death and worker's
compensation coverage in accordance with requirements of Washington law. The
County shall have the right to periodically review the appropriateness of such limits
in view of inflation, changing industry conditions and court decisions and to require
an increase in such limits upon thirty (30) days notice to the Subrecipient. The
County of Spokane shall be required to be named as an additional insured, and shall
be furnished with a copy of a certificate of insurance evidencing such policy or
policies, which shall bear an endorsement that the same shall not be canceled nor
materially reduced in coverage or limits without thirty (30) days prior written notice
to the County.
b. In the event of an incident arising, the Subrecipient shall provide policy or policies
upon request to the County. During the Agreement, the Subrecipient shall also
maintain at its own expense insurance covering its furniture, fixtures, equipment and
inventory and all owned or leased real property and all improvements which the
Subrecipient makes to the real property in an amount equal to the full insurable value
thereof, against fire and such other perils as are covered by an all risk policy,
including all glass on any Subrecipient controlled real property.
c. All insurance required under this Agreement shall (a) be issued by insurance
companies authorized to do business in the State of Washington and acceptable to the
County; (b) be issued as a primary policy, or under the blanket policy, not
contributing with and not in excess of coverage which the Subrecipient may carry; (c)
in the case of the liability policy, contain a contractual liability coverage endorsement
covering the Subrecipient's indemnification duty: and (d) have deductibles acceptable
to the County.
d. If the Subrecipeint fails to maintain such insurance, the County may immediately
obtain such for the Subrecipient's account, and the Subrecipient shall reimburse the
County for the full expense thereof with said reimbursement occurring in a manner
acceptable to the County in its sole and absolute discretion.
e. In the event of non - renewal, cancellation or material change in the coverage
provided, written notice shall be furnished the County no less than thirty (30) days
prior to the date of non- renewal, cancellation or change.
f. The County shall have no obligation to report insured occurrences. This provision shall
survive termination or other expiration of this Agreement.
g. The County shall have no obligation for the payment of premiums for the insurance
policies required by this section.
h. Not less than thirty (30) days following the execution of this Agreement, unless
already filed and covering the same period of coverage, the Subrecipient shall file
with the County evidence of employee dishonesty coverage in a minimum cumulative
amount of One Hundred Thousand Dollars (S100,000-00) or the amount of this
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Agreement, whichever is less, which shall be conditioned upon the Subrecipient
faithfully accounting for all fiends received and further assuring that such funds are
used for the purposes of this Agreement.
3. Waiver of Subro ag tion
The County shall not be liable to the Subrecipient or to any insurance company (by way
of subrogation or otherwise) insuring the Subrecipient for any loss or damage to any
person, building, structure or tangible personal property of the other occurring, as a result
of activity under the Agreement, even though such loss or damage might have been
occasioned by the negligence of the County, its agents or employees, if such loss or
damage is covered by insurance benefiting the Subrecipient suffering such loss or
damage was required to be covered by insurance under terms of the Agreement.
Subrecipient shall cause each insurance policy obtained by it to contain this waiver of
subrogation clause.
L. Code of Conduct and Conflict of Interest:
The Parties hereto shall maintain a Code of Conduct which governs the performance of
employees, agents, consultants, officers, or elected or appointed officials who: 1) exercise any
function or responsibility with respect to the award or administration of contracts or procurement
actions funded in whole or in part by funds made available hereunder or 2) are in a position to
participate in a decision making process or gain inside information with regard to such activities.
These individuals are prohibited from obtaining a personal or financial interest or benefit from
any activity, or having an interest in any contract, subcontract or agreement with respect thereto,
or the process thereunder, either for themselves or their family or business ties during their
tenure or for a one -year period thereafter.
The Subrecipient organization /agency shall adopt such Code of Conduct within 30 days of the
execution of this Agreement if a Code of Conduct described in the preceding paragraph is not
already in efTect.
In the performance of the Agreement, Subrecipient agrees to comply with all applicable laws and
regulations that may pertain to conflicts of interest. These include any applicable provisions of
RCW Title 42. Any violation of this section shall constitute a material breach of this Agreement,
allowing the County to terminate the Agreement pursuant to the terms hereof.
M. Political Activity and Lobbying:
No portion of the funds provided hereunder shall be used for any partisan political activity or to
further the election or defeat of any candidate for public office or influence or defeat of any
ballot issue. No member or delegate to the Congress of the United States of America, nor
resident Commissioner, nor any other Federal official shall be admitted to any share or part of
the Federal funds provided by this Agreement.
The Subrecipient will comply with the requirements set forth in Section 1352, Title 31, U.S.
Code that prohibit the use of Federally appropriated funds to influence or attempt to influence an
officer or employee of any agency, a Member of Congress, an officer or employee of Congress,
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or an employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering into of
any cooperative agreement, and the extension, continuation, renewal, amendment, or
modification of any Federal contract, grant, loan, or cooperative agreement.
Pursuant to Section 1352, title 31, U.S. Code, subrecipient lobbying activity funded by other
than federally appropriated funds, shall be reported.
The Subrecipient shall require that the language of this section be included in the award
documents for all sub - awards at all tiers (including subcontracts, sub - grants, and contracts under
grants, loans, and cooperative agreements) and that all subcontractors shall certify and disclose
accordingly.
N. Order of Precedence:
The Agreement is entered into pursuant to and under the authority granted by the laws of the
State of Washington and any applicable federal laws. The provisions of this Agreement shall be
construed to conform to those laws.
In the event of any inconsistency in the terms of this Agreement or between its terms and any
applicable statute or rule, the inconsistency shall be resolved by giving precedence in the
following order:
A. Applicable Federal Statutes and Regulations,
B. Applicable State Statutes and Regulations;
C. HUD Contract No.: B- 09- UC- 530004;
D. Express terms of this Agreement and any amendments.
O. Drug -Free Workplace Act of 1988:
The Subrecipient will comply with the Drug -Free Workplace Act of 1988, P.L. 100 -690, and
shall certify that they will maintain a drug -free work place, develop and adopt a written policy
and implement organizational policies and procedures as required by the Drug -Free Workplace
Act of 1988, related laws and regulations.
P. Jurisdiction:
This Agreement shall be governed by the law and statutes of the State of Washington. Venue for
any action hereunder shall be in the Superior Court for Spokane County, Washington.
Q. Compliance with Federal Regulations
The Subrecipient and all its consultants and contractors shall comply with the following State
and Federal laws, regulations and County policies as they pertain to project compliance and shall
include notification and/or documentation as required by the County: (Said laws and regulations
are incorporated herein and made a part hereof by reference.)
Civil Rights, Equal Opportunity and Affirmation Action
1. Title VI of the Civil Rights Act of 1964 (P.L. 88 -352) and Section 109 of the
Housing and Community Development Act of 1974 as amended relating to
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nondiscrimination in performance of this project and to the benefits deriving from
it, and regulations issued pursuant thereto (24 CFR Parts 1 and 570 and RC
49.60).
2. Section 504 of the Rehabilitation Act of 1973 (P.L. 93 -112) as amended, dealing
with employment of handicapped persons and program benefits to handicapped
persons and regulations issued pursuant thereto, and accessibility for handicapped
persons (RCW 1927 and RCW 70.92).
3. The Age Discrimination Act of 1975, as amended (P.L. 94 -135), and regulations
issued pursuant thereto.
4. Section 402 of the Vietnam Era Veterans' Readjustment Assistance Act of 1974,
dealing with employment of Veterans, Disabled Veterans and Veterans of the
Vietrtarn Era and regulations issued pursuant thereto.
5. Section 3 of the Housing and Community Development Act of 1974 as amended,
and regulations issued pursuant there to (24 CFR Part 135), dealing with
employment of County low' income residents as employees and use of County
businesses as contractors, subcontractors, and suppliers.
6. Executive Order 11246 dealing with nondiscrimination in employment as a result
of Federally assisted construction contracts as amended by Executive Orders
11375 and 12086, and regulation issued pursuant thereto (41 CFR Chapter 60).
7. Subrecipients who receive CDBG funds, and who deliver human services to low
and moderate income persons, will be required to affirmatively market such
services to persons in Spokane County regardless of race, religion, sex, age,
national origin, color, handicap, or familial status. Such affirmative marketing
will be documented and submitted to the County as part of the required monthly
beneficiary and progress reports.
Labor Standards
1. Labor standards and wage rate requirements set forth in Section. 110 of the
Housing and Community Development Act of 1974, as amended, 24 CFR
570.605 and HUD regulations issued pursuant there to, including the Davis -
Bacon Act as amended, the Copeland Act and the Contract Work Hours and
Safety Standards Act and Prevailing Wages, RCW 39.12.
Deal Property Acquisition, Displacement and Relocation Assistance
1. Relocation requirements of Title IZ and acquisition requirements of Title 11I of the
Uniform Relocation Assistance and Real Property Acquisition Policies Act of
1970, and regulations issued pursuant thereto (24 CFR Part 42).
2. Spokane County's Displacement and Relocation Policy relating to persons
affected by Community Development Bloch Grant activities.
Environmental Protection
1. Executive Order 11988 relating to evaluation of flood hazards and Executive
Order 11288 relating to the prevention, control and abatement of water pollution.
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2. Flood insurance purchase requirements of Section 102 and 202(a) of the Flood
Disaster Protection Act of 1973 (P.L. 93 -234).
3. Lead Based Paint Poisoning Act (42.U.S.C. 4801 et seq.) and regulations issued
pursuant thereto (24 CFR Part 35 Subpart B).
Purchase and Improvement of Property Acquired and/or Improved with CDBG Funds.
1. Any property under the Subrecipient's control, that is acquired or improved, in
whole or in part, with CDBG funds in excess of $25,000 is subject to the
regulation at 24 CFR Part 570.503 (b) (8) Reversion of Assets, which requires
property acquired or improved with CDBG funds to be used for a purpose which
meets a national objective for a period of five (5) years from the expiration of this
agreement. Disposition of any property acquired or improved with CDBG funds
during the five (5) year period requires repayment of the CDBG funds to Spokane
County. Such property disposition will be reported to the County within 30 days
of the intent to dispose of said property.
2. At a minimum, all property acquired and /or improved with CDBG funds will be
inventoried and reported on an annual basis by the Subrecipient. A letter
detailing the current usage and status of said property will be sent to the County.
The report shall be required for a period of five (5) years from the expiration of
this Agreement. Promissory Notes, Deeds of Trust or other documents may
additionally be negotiated as a term for receipt of funds.
3. If the Subrecipient intends to dispose of a property acquired and/or improved with
CDBG funds, it will be incumbent on the Subrecipient to report, in writing, to the
County, such intent to dispose of said property 30 days prior to the negotiation
and /or agreement to dispose of said property.
Additional Conditions for Municipal Subrecipients
1. In accordance with section 906 Cranston - Gonzales National Affordable Housing
Act, the City of Spokane Valley certifies that it has adopted and is enforcing a
policy prohibiting the use of excessive force by law enforcement agencies within
the City of Spokane Valley's jurisdiction against any individuals engaged in
nonviolent civil rights demonstrations.
2. The City of Spokane Valley certifies that it has adopted and is enforcing a policy
enforcing applicable State and Local laws against physically barring entrance to
or exit from a facility or location which is the subject of nonviolent civil rights
demonstrations within the City of Spokane Valley's jurisdiction.
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R. Proprietary Rights:
The County and HUD hereby retain a nonexclusive, royalty free, and irrevocable right to
duplicate, use for their own purposes, disseminate, disclose, or authorize others to utilize any
copyrighted or copyrightable work developed or purchased with CDBG funds.
S. Exhibits:
Any exhibits, attachments or addenda referred to herein and/or attached to this Agreement
and any Amendments hereto, are incorporated herein as if set forth in full.
T. Miscellaneous.
1. Further Documentation
Subrecipient agrees to execute, acknowledge, and deliver upon reasonable request by
the County any document, which the County reasonably deems necessary or desirable
to evidence or effectuate the rights Herein conferred or to implement or consummate
the purposes and intents hereof.
2. Headings
The headings are for convenience only and do not in any way limit or affect the terms
and provisions hereof.
3. Calculation of Time Periods
Unless otherwise specified, in calculating any period of time described in this
Agreement, the day of the act or event after which the designated period of time
begins to run is not to be included and the last day of the period so computed is to be
included, unless such last day is a Saturday. Sunday, or County holiday, in which
case the last day of the period shall be the next business day. The final day of any
such period shall be deemed to end at 5 o'clock p.m., Pacific Time.
4. Time of Essence
Time is of the essence of this Agreement.
5. Gender and Grammar
Wherever appropriate in this Agreement, the singular shall be deemed to refer to the
plural and the plural to the singular, and pronouns of certain genders shall be deemed
to include either or both of the other genders.
CDBG; Spokane Valley Street Paving; #09-29 Subrecipient Agreement
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IN WITNESS WHEREOF, the parties to this Agreement have caused it to be executed as of
the date noted below.
OF I'll
ATTEST:
of coi\it lssf
�0p.1E cps �'Lt{
SEAL ,
By: U �A�
Daniela Erickson
Clerk of the Board
SUBRECIPIENT:
C -.
TI7
LM.
TAX ID No .:- REDACTED
P
Todd Mielke, Chair
Mark Richard, Vice -Chair
Bonnie Mager, Commissioner
This document contains confidential tax information and
has been redacted pursuant to RCW 82.32.330.
You may petition for a review of our findings pertaining to any
redacted or withheld documents pursuant to Spokane Valley
Municipal Code (SVMC) 2.75.080; and obtain judicial review
pursuant to RCW 42.56.550.
CDBG; Spokane Valley Street Paving #09 -29 Subrecipient Agreement
Page 18 of 18
S
` n
�• � � j e � •
CH RISTINE BARADA
Coximi fNrry SFRV FS. IIOUSING, AND COMMUNITY DEVrL0 PMENT DEPARTMENT
DIRECTOR
Date: August 7, 2009
To: 2009 Community Development Block Grant (CDBG) Subrecipient
From: Community Services, Housing, and Community Development Department
Subject: 2009 Subrecipient Agreements
Enclosed is a signed copy of your 2009 CDBG Subrecipient Agreements. The Board
of County Commissioners finalized our agreements with the U.S. Department of
Housing and Urban Development on August 7, 2009.
Please take the time to familiarize yourself with the program requirements. You may
begin incurring project costs (retroactively from July 1,2009, Provided those costs are
eligible and in accordance with regulations and requirements outlined in the
agreement. Prior to disbursing the funds to your agency, you must submit a Signature
Authorization Letter on your organizations letter head. A sample of the Signature
Authorization Letter is contained as Exhibit F in the 2009 Program Year Project
Management Manual.
Please contact your project administrator if you have any questions regarding your
2009 CDBG Project. If you are unsure of who is handling your project, please contact
Tim Crowley at 4774488, or Tami Landsiedel at 477 -2588. We are looking forward
to working with you during 2008, and wish you success with your project.
312 WEST 8 AVENUE • FOURTH FLOOR • SPOKANE WA 99204
PHO NE: (509)477 -5722 • FAx: (509) 477 -6827 • Rn.AV SmVICE or WASI VGTON: 1-80H3 -6384 • www.spo ANKo Nry.oRG