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07-076 Subrecipient of Homeland Security Funding •, • • INTERLOCAL AGREEMENT FOR SUBRECIPIENT OF HOMELAND SECURITY FUNDING THIS INTERLOCAL SUBRECIPIENT AGREEMENT is made by and among Spokane County, a political subdivision of the State of Washington, having offices for the transaction of business at 1116 West Broadway Avenue, Spokane, Washington 99260, hereinafter referred to as "COUNTY", Department of Emergency Management, having offices for the transaction of business at 1618 N. Rebecca, Spokane Washington 99217, hereinafter referred to as "DEPARTMENT" and entities within Spokane County are herein referred to as the"SUBRECIPIENT and/or SUB-CONTRACTOR." WITNESSETH: WHEREAS, The Federal Department of Homeland Security, is providing funds to local government to enhance the preparedness of the nation to combat terrorism through the State Homeland Security Grant Program (SHSG), Metropolitan Medical Response System (MMRS), the Law Enforcement Terrorism Prevention Program (LETPP) and other Homeland Security programs. WHEREAS,The DEPARTMENT OF EMERGENCY MANAGEMENT is the contractor for these local grants and entities within Spokane County have been identified as a Subrecipient (Sub Contractor) of equipment or funds received from one or more of these grants. WHEREAS, DEM shall provide to a representative of the SUBRECIPIENT (Sub-Contractor) receiving equipment purchased with Federal Department of Homeland Security funds, an equipment hand receipt that contains at minimum, the Grant name, Contract Number, dollar amount, and the Catalog of Federal Domestic Assistance (CFDA) number. WHEREAS, DEPARTMENT shall provide to the SUBRECIPIENT (Sub- Contractor) the Contract Name, Contract Number, and CFDA Number to the SUBRECIPIENT (Sub Contractor) when submitting for reimbursement of Homeland Security funds. WHEREAS, pursuant to the above-cited statutory provisions, The SUBRECIPIENT (Sub-Contractor), entered into an Agreement entitled "INTERLOCAL AGREEMENT FOR SUBRECIPIENT OF HOMELAND SECURITY FUNDING" NOW THEREFORE for and in consideration of the mutual promises set forth hereinafter and as provided for in the above-referenced recitals, the SUBRECIPIENT 07-76 • • (Sub-Contractor) do hereby agree and accept the terms of this agreement and Exhibit A, General Terms and Conditions contained herein. NOTE: There will be a separate signature page for each entity signing the agreement. IN WITNESS WHEREOF, the SUBRECIPIENT have caused this Agreement to be executed on date and year opposite their respective signatures. Signatures: • Thomas F. Mattern Dated Spokane DEM 9/a2L�o� Dated Subrecipient (Sub Contractor) • • EXHIBIT A ADMINISTRATIVE REQUIREMENTS: The subrecipient (sub contractor) shall comply with OMB Circular A-87, Cost Principles for State, Local, and Indian Tribal Governments; OMB A-102, Grants and Cooperative Agreements with State and Local Governments; and A-133, Audits of States, Local Governments, and Non- Profit Organizations and the Financial Management Guide U.S. Department of Homeland Security. Federal guidance will supersede any condition that is not in compliance with federal regulation. ADDITIONAL SPECIAL CONDITIONS AND MODIFICATION TO GENERAL CONDITIONS: I. Funds are provided by the Department of Homeland Security (DHS), Office of Grants and Training(G&T) solely for the purpose of enhancing the capability of state and local units of government to prevent, deter, respond to, and recover from incidents of terrorism involving the use of CBRNE weapons and cyber attacks and/or catastrophic incident planning/response. The Contractor and Sub-Contractor must demonstrate the dual-use nature of any activities implemented under this program that are not explicitly focused on terrorism/catastrophic incident preparedness. The Contractor/Sub Contractor shall use the funds to perform tasks as described in the Grant Programs. Funding may not be used to replace or supplant government funding or existing planning or exercise programs. 2. The Contractor and sub contractor shall provide a match of SO of non-federal origin. 3. CONTINGENCY LANGUAGE -- Contractor and Sub-Contractor aclatowledges that since this contract involves federal funding, the period of performance will likely begin prior to the availability of appropriated federal finds. Contractor and Sub-Contractor agrees that it will not hold the County, the State of Washington, or the United States liable for any damages, claim for reimbursement, or any type of payment whatsoever for services performed under this contract prior to distribution of appropriated federal funds. Contractor and Sub-Contractor agrees that it will not hold the County, Department, the State of Washington, or the United States liable for any damages, claim for reimbursement or any type of payment if federal funds are not appropriated or are not appropriated in a particular amount. EQUIPMENT MANAGEMENT: All equipment purchased under this contract, by the Contractor or a Sub-Contractor, will be recorded and maintained in an equipment inventory system. I. Upon successful completion of the terms of this agreement, all equipment purchases through this agreement will be owned by the Contractor, or a recognized sub-contractor/sub-grantee for which a contract, sub-grant agreement, or other means of legal transfer of ownership is in place. • • 2. The Contractor, or a recognized sub-contractor/sub-grantee, shall be responsible for any and all operation and maintenance expenses and for the safe operation of their equipment including all questions of liability. 3. The Contractor shall maintain equipment records that include: a description of the property; the manufacturer's serial number, model number, or other identification number; the source of the equipment, including the Catalogue of Federal Domestic Assistance or CFDA number; who holds title; the acquisition date; the cost of the equipment and the percentage of Federal participation in the cost; the location, use and condition of the equipment at the date the information was reported; and disposition data including the date of disposal and sale price of the property. 4. Records for equipment shall be retained by the Contractor for a period of six years from the date of the disposition, replacement or transfer. If any litigation, claim, or audit is started before the expiration of the six year period, the records shall be retained by the Contractor until all litigations, claims, or audit findings involving the records have been resolved. 5. The Contractor, Sub Recipient and/or Sub-Contractor shall take a physical inventory of the equipment and reconcile the results with the property records at least once every two years. Any differences between quantities determined by the physical inspection and those shown in the records shall be investigated by the Contractor, Sub Recipient and/or Sub-Contractor to determine the cause of the difference. The Contractor, Sub Recipient and/or Sub- Contractor shall, in connection with the inventory, verify the existence, current utilization, and continued need for the equipment. 6. The Contractor, Sub Recipient and/or Sub-Contractor shall develop a control system to ensure adequate safeguards to prevent loss, damage, and theft of the property. Any loss, damage or theft shall be investigated and a report generated. 7. The Contractor, Sub Recipient and/or Sub-Contractor will develop adequate maintenance procedures to keep the property in good condition. 8. If the Sub Recipient and/or Sub-Contractor is authorized or required to sell the property, proper sales procedures must be established to ensure the highest possible return. 9. When original or replacement equipment is no longer needed for the original project or program or for other activities currently or previously supported by a Federal agency, disposition of the equipment will be made as follows: a. Items of equipment with a current per-unit fair market value of less than $5,000 may be retained, sold or otherwise disposed of by the Contractor with no further obligation to the awarding agency. b. Items of equipment with a current per-unit fair market value of more than S5,000 may be retained or sold and the Contractor, Sub Recipient and/or Sub-Contractor shall compensate the Federal-sponsoring agency for its share. 10. As sub-grantees of federal funds the Contractor must pass on equipment management requirements that meet or exceed the requirements outlinexl above for all sub-contractors, consultants, and sub-grantees who receive pass-thru funding from these contracts. SUBRECIPIENT MONITORING: The DEPARTMENiT will monitor the activities of the Sub-recipient from award to closeout and for the life of equipment purchased under this agreement. The goal of the DEPARTMENT monitoring activities will be to ensure that agencies receiving Federal pass-thru funds are in compliance with federal and state audit requirements, federal grant guidance, applicable federal and state financial guides, as well as OMB Circular A-133 and A-87, A-102 where applicable. • • GENERAL TERMS AND CONDITIONS 1. DEFINITIONS As used throughout this agreement, the following terms shall have the meaning set forth below: a. "Department" (Contractor) shall mean the Spokane City/County Department of Emergency Management, as a county agency, any division, section, office, unit or other entity of the Department, or any of the officers or other officials lawfully representing that Department. b. "Sub-Contractor" shall mean that firm, organization, group, individual, or other entity performing services under this agreement, and shall include all employees of the Sub-Contractor. It shall include any subcontractor retained by the prime • Contractor as permitted under the terms of this agreement. "Contractor" shall be further defined as one or the other of the following and so indicated on face sheet of the contract. 1) "Subrecipient" shall mean a sub-contractor that operates a federal or state assistance program for which it receives federal funds and which has the authority to determine both the services rendered and disposition of program funds. 2) "Vendor" shall mean a contractor that agrees to provide the amount and kind of service or activity requested by the Department and that agrees to provide goods or services to be utilized by the Department. c. "Recipient and/or Pass-Through Entity" means the Washington State Military Department as it is applied to this contract. d. "Cognizant State Agency" shall mean the state agency from which the sub- recipient receives federal financial assistance. If funds are received from more than one state agency, that state agency shall be the agency who contributes the largest portion of federal financial assistance to the sub-recipient unless the designation has been reassigned to a different state agency by mutual agreement. c. "Subcontractor" shall mean one, not in the employment of the Contractor, who is performing all or part of those services under this agreement under a separate contract with the Contractor. The terms "subcontractor" and "subcontractors" mean subcontractor(s) in any tier. f. "Grant" - For the purposes herein, the term "grant" may be used to mean "contracts"or"grants"or"agreements". g. "CFR"—Code of Federal Regulations h. "OMB"—Office of Management and Budget i. "RCW"-Revised Code of Washington j "WAC" -Washington Administrative Code. 2. SUBRECIPIENT MONITORING a. Spokane City/County Department of Emergency Management (the Department), as a recipient agency, receives federal financial assistance funds for federal programs and is charged with maintaining compliance with federal and state laws and regulations regarding the monitoring, documentation, and auditing of sub- recipient grant activities using federal financial assistance funds. Management • • and implementation guidelines for the federal programs ensure compliance with statutes, grant guidelines, the sub-award agreement, Office of Management and Budget (OMB) circulars, in particular the OMB Circular A-133, sub-recipient audits, and other guidance found in the Federal Register. The Department shall adhere to its Sub-recipient Monitoring Policy and the Sub-recipient Monitoring Procedures(WMD Policy number 00-025-05.) b. The Department has responsibility for reasonable and necessary monitoring of the Sub Recipient and/or Sub Contractor performance. The Department shall conduct contract monitoring activities on a regular basis. Monitoring is defined as any planned, ongoing, or periodic activity that measures and ensures contractor compliance with the terms, conditions, and requirements of a contract. Monitoring involves prudent collection of information about Sub Recipient and/or Sub Contractor operations and is not limited to site visits or the completion of formal reviews. Monitoring may include periodic Sub-recipient and/or Sub Contractor reporting to the Department, Department review of audit reports, invoice reviews, onsite reviews and observations, and surveys. Adequate documentation is essential for effective contract monitoring and will include copies of letters, meeting notes, and records of phone conversations as evidence that conscientious monitoring has occurred during the period of the contract. c. The Department the Sub Recipient and/or Sub-Contractor acknowledge and agree to the following: 1) The Department as the pass-through entity(recipient) shall monitor its sub-recipients. If the Department sub-awards federal funds to a sub- recipient,then the Department staff must monitor the sub-recipient. 2) Review of the A-133 Single Audit report is a primary monitoring activity used by pass-through entities to ensure compliance. 3) Sub-recipient monitoring will occur throughout the year rather than relying solely on a once-a-year audit. 4) The Department as the pass-through entity(recipient) will conduct on- site visits as appropriate and required by contract for"for-profit" sub- recipients, since the A-133 Single Audit does not apply to "for-profit" organizations. 3. RECORDS,MONITORING AND AUDIT ACCESS a. The Sub Recipient and Sub-Contractor shall cooperate with and freely participate in any monitoring or evaluation activities conducted by the Department that are pertinent to the intent of this agreement. b. The Contractor, Sub Recipient and Sub-Contractor shall maintain books, records, documents, and other evidence and accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this agreement. These records shall be subject at all reasonable times to inspection, review, or audit by personnel duly authorized by the Department, the Office of the State Auditor, and federal officials so authorized by law, rule, regulation, or contract. The Contractor, Sub-Recipient and/or Sub-Contractor will retain all books, records, documents, and other materials relevant to this contract for six (6) years from the end date of the grant through which this ageement is funded and make them available for inspection by persons authorized under this provision. c. The Department or the State Auditor or any of their representatives and federal officials so authorized by law, rule, regulation, or contract shall have full access • • • to and the right to examine during normal business hours and as often as the Department or the State Auditor may deem necessary, all of the Contractor's, Sub Recipient and/or Sub-Contractor records with respect to all matters covered in this agreement. Such representatives shall be permitted to audit, examine, and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, payrolls, and records of matters covered by this agreement. Such rights last for six (6) years from the end date of the giant through which this agreement is funded. d. The Contractor Sub-recipient and/or Sub-Contractor shall cooperate with and freely participate in any other monitoring or evaluation activities conducted by the Department that are pertinent to the intent of this contract. e. 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. 4. SiNGLE AUDIT ACT REQUIREMENTS (INCLUDING ALL AMENDMENTS) Non-federal contractors receiving financial assistance of $500,000 or more in federal funds from all sources, direct and indirect, are required to have a single or a program- specific audit conducted in accordance with the Office of Management and Budget (OMB) Circular A-133-Audits of States, Local Governments, and Non-Profit Organizations (revised June 27, 2003, effective for fiscal years ending after December 31, 2003). Non-federal entities that spend less than $500,000 a year in federal awards are exempt from federal audit requirements for that year, except as noted in Circular No. A- 133. Circular A-133 is available on the OMB Home Page at http://www.omb.gov and then select"Grants Management" followed by"Circulars". Contractors, Sub-recipients and Sub-Contractors required to have an audit must ensure the audit is performed in accordance with Generally Accepted Auditing Standards (GAAS); Government Auditing Standards (the Revisexl Yellow Book) developed by the Comptroller General and the OMB Compliance Supplement. The Contractor, Sub-recipient and Sub-Contractors has the responsibility of notifying the State Auditor's Office and requesting an audit. The Contractor, Sub-recipient and Sub- Contractors shall maintain auditable records and accounts so as to facilitate the audit requirement. The Contractor, Sub-recipient and Sub-Contractor are responsible for any audit exceptions incurred by its own organization or that of its subcontractors. Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit report. The Contractor, Sub-recipient and Sub-Contractor must respond to Department requests for information or corrective action concerning audit issues or findings within 30 days of the date of request. The Department reserves the right to recover from the Contractor, Sub-recipient and Sub-Contractor all disallowed costs resulting from the audit. Once the single audit has been completed, the Contractor, Sub-recipient and/or Sub- Contractor must send a full copy of the audit to the Department and a letter stating there were no findings or if there were findings, the letter should provide a list of the findings. The Sub-recipient and/or Sub-Contractor must send the audit and the letter no later than nine(9)months after the end of the Sub-recipient and/or Sub-Contractor fiscal year(s)to: • • Tom Mattem Spokane Department of Emergency Management 1618 N. Rebecca Spokane, WA 99217 In addition to sending a copy of the audit, the Sub-recipient and/or Sub- Contractor must include a corrective action plan for any audit findings and a copy of the management letter if one was received. 5. ACCESS TO PUBLIC RECORDS a. The SUBRECIPIENT and Sub-Contractor acknowledge that public records, as defined by RCW 42.56.020, that have been made or received by the Department in connection with the transaction of public business arc subject to inspection by the public in accordance with RCW Chapter 42.56 and to the extent applicable WAC Chapter 118-02, except as exempted under RCW 42.56, RCW 43.21F.060(1), or other statutes. b. In compliance with RCW 39.29.080, the Sub-recipient and/or Sub-Contractor shall provide access to data generated under this agreement to the Department and the State Auditor at no additional cost. This includes access to all information that supports the findings, conclusions, and recommendations of the Contractor's reports, including computer models and methodology for those models. 6. RECAPTURE PROVISIONS In the event that the Sub-recipient and/or Sub-Contractor fails to expend funds under this agreement in accordance with state laws and/or the provisions of this agreement, the Department reserves the right to recapture funds in an amount equivalent to the extent of the noncompliance. Such right of recapture shall exist for a period not to exceed six years following contract termination or audit resolution, whichever is later. Repayment by the Contractor, Sub- recipient and/or Sub-Contractor of funds under this recapture provision shall occur within 30 days of demand. In the event that the Department is required to institute legal proceedings to enforce the recapture provision, the Department shall be entitled to its costs thereof, including reasonable attorney's fees. 7. COMPLIANCE WITH APPLICABLE LAW The Contractor and all sub-recipients and/or Sub-Contractors shall comply with, and the Department is not responsible for determining compliance with, any and all applicable federal, state, tribal government, and local laws, regulations, and/or policies. This obligation includes, but is not limited to, nondiscrimination laws and/or policies; the Americans with Disabilities Act (ADA); Ethics in Public Service (RCW 42.52); Covenant Against Contingent Fees (48 C.F.R. Sec. 52.203-5); Public Disclosure (RCW 42.56); and safety and health regulations. In the event of the sub-recipient or a subcontractor's noncompliance or refusal to comply with any law or policy, the Department may rescind, cancel, or terminate the agreement in whole or in part. The sub-recipient and/or Sub Contractor is responsible for any and all costs or liability arising from the sub-recipients and/or sub contractor failure to comply with applicable law. • • 8. NONDISCRIMINATION During the performance of this agreement, the Contractor, sub-recipient and Sub- Contractor shall comply with all federal and state nondiscrimination statutes and regulations. These requirements include, but are not limited to: a. Nondiscrimination in Employment: The Contractor, Sub-recipient and Sub- Contractor shall not discriminate against any employee or applicant for employment because of race, color, sex, sexual orientation, religion, national origin, creed, marital status, age, Vietnam era or disabled veterans status, or the presence of any sensory, mental, or physical handicap. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment selection for training, including apprenticeships and volunteers. This requirement does not apply, however, to a religious corporation, association, educational institution or society with respect to the employment of individuals of a particular religion to perform work connected with the carrying on by such corporation, association, educational institution or society of its activities. 9. AMERICAiNS WITH D1SABILiTiES ACT (ADA) OF 1990, PUBLIC LAW 101- 336, 42 U.S.C. 12101 et seq. also referred to as the "ADA" 28 CFR Part 35 and its implementing regulations. The Contractor, Sub-recipient and Sub-Contractor must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunication. 10. CERTIFICATION REGARDING DEBARMENT SUSPENSION OR INELIGIBILITY If federal funds are the basis for this AGREEMENT, Sub-recipient or Sub-Contractor certifies that neither the Sub-recipient and/or Sub-Contractor nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in this contract by any federal department or agency. If requested by the Department the Sub-recipient and/or Sub-Contractor shall complete and sign a Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion form. Further, the Sub-recipient and/or Sub-Contractor agrees not to enter into any arrangements or contracts related to this agreement with any party that is on the"General Service Administration List of SUBRECIPIENT Excluded from Federal Procurement. or Non-procurement Programs"which can be found at www.epls.gov. 11. LIMITATION OF AUTHORITY-- "Authorized Signature" Only the assigned Authorized Signature for the Department or the assigned delegate by writing (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this agreement. Furthermore, any alteration, amendment, modification, or waiver of any clause or condition of this agreement is not effective or binding unless made in writing and signed by the authorized persons representing the parties to this alp-cement.. 12. CONTRACTOR NOT EMPLOYEE The Sub-recipient and/or Sub-Contractor and/or employees or agents performing under this agreement are not employees or agents of the Department in any manner whatsoever. The Sub-recipient and/or Sub-Contractor will not be presented as nor claim to be an • • officer or employee of the Department or of the State of Washington by reason hereof, nor will the Sub-recipient and/or Sub-Contractor make any claim, demand, or application to or for any right, privilege or benefit applicable to an officer or employee of the Department or of the State of Washington, including, but not limited to, Worker's Compensation coverage, unemployment insurance benefits, social security benefits, retirement membership or credit, or privilege or benefit which would accrue to a civil service employee under Chapter 41.06 RCW. 13. SUBCONTRACTING All subcontracts entered into pursuant to this agreement shall incorporate this AGREEMENT in full by reference. Neither the Sub-recipient nor any subcontractor shall enter into subcontracts for any of the work contemplated under this agreement without obtaining prior written approval of the Department. Sub-recipient and/or Sub- Contractor shall use a competitive process in award of any contracts with subcontractors that are entered into after original contract award, The Department may request a copy of any and/or all subcontracts for work being completed under this agreement. 14. AGREEMENT MODIFICATIONS The Department. Sub-recipient and/or Sub-Contractor may, from time to time, request changes to the AGREEMENT. Any such changes that are mutually agreed upon by the Department, Sub-recipient and/or Sub-Contractor shall be incorporated herein by written • amendment to this AGREEMENT. It is mutually agreed and understood that no alteration or variation of the terms of this AGREEMENT shall be valid unless made in writing and signed by the SUI3RECIPiENT/Sub-Contractor hereto, and that any oral understanding or agreements not incorporated herein, unless made in writing and signed by the SUBREC1PIENT/Sub-Contractor hereto, shall not be binding. 15. SEVERABILITY In the event any term or condition of this AGREEMENT or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other terms, conditions, or applications of this AGREEMENT, which can be given effect without the invalid term, condition, or application. To this end, the terms and conditions of this AGREEMENT are declared severable. 16. ADVANCE PAYMENTS PROHIBITED The Department shall make no payments in advance or in anticipation of goods or services to be provided under this AGREEMENT. Sub-recipients and/or Sub- Contractor shall not invoice the Department in advance of delivery of such goods or services. 17. TAXES All payments accrued on account of payroll taxes, unemployment contributions, any other taxes, insurance or other expenses for the Sub-recipient and/or Sub-Contractor or its staff shall be the sole responsibility of the Sub-recipient and or Sub-Contractor. 19. TRAVEL AND SUBSISTENCE REIMBURSEMENT Unless the contract specifically provides for different rates, any travel or subsistence reimbursement allowed under this agreement shall be paid in accordance with rates set pursuant to RCW 43.03.050 and RCW 43.03.060 as now existing or amended. The Sub- recipient and/or Sub-Contractor may be required to provide to the Department copies of receipts for any travel related expenses that are authorized under this AGREEMENT. 20. LEGAL RELATIONS • • Each party to this AGREEMENT shall be responsible for injury to persons or damage to property resulting from negligence on the part of itself, its employees, agents, officers, or subcontractors. Neither party assumes any responsibility to the other party for the consequences of any act or omission of any third party. 21. TERMINATION OR SUSPENSION FOR CAUSE In the event the Department determines the Sub-recipient and/or Sub-Contractor has failed to comply with the conditions of this agreement in an acceptable and timely manner, the Department has the right to suspend or terminate this agreement. The Department shall notify the Sub-recipient and/or Sub-Contractor in writing of the need to take corrective action. If the default or violation is not corrected after ten (10) days or within a reasonable ti.meframe as determined by the Department, this agreement shall be deemed terminated. The Department reserves the right to suspend all or part of the AGREEMENT, withhold further payments, or prohibit the Sub-recipient and/or Sub-Contractor from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Sub-recipient and/or Sub-Contractor or a decision by the Department to terminate the AGREEMENT. In the event this AGREEMENT is terminated as provided above, the Department shall be entitled to pursue the same remedies against the Sub-recipient and/or Sub-Contractor as it could pursue in the event of a breach of the AGREEMENT by the Sub-recipient and/or Sub-Contractor. The rights and remedies of the Department provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The termination shall be deemed to be a "Termination for Convenience" if it is determined that the Sub-recipient and/or Sub-Contractor: (1) was not in default, or (2) failure to perform was outside of their control, fault or negligence. The rights and remedies of the Department provided in this contract are not exclusive and are in addition to any other rights and remedies provided by law. 22. TERMINATION FOR CONVENIENCE a. Notwithstanding any provisions of this AGREEMENT, the Sub-recipient and/or Sub-Contractor may terminate this contract by providing written notice of such termination to the Department Point of Contact identified in this agreement, specifying the effective date thereof,at least thirty(30)days prior to such date. b. Notwithstanding any other provisions of this agreement, the Department may, by ten(10)days written notice, beginning on the second day after the mailing of the written notice, terminate this AGREEMENT, in whole or in part. If this AGREEMENT is so terminated, the Department shall be liable only for payment required under the terms of this AGREEMENT for services rendered or goods delivered prior to the effective date of termination. (Upon notice of termination for convenience, the Department reserves the right to suspend all or part of the AGREEMENT, withhold further payments, and prohibit the Sub-recipient and/or Sub-Contractor from incurring additional obligations of funds.) 23. LOSS OR REDUCTION OF FUNDING In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this AGREEMENT and prior to normal completion, the Department may terminate this AGREEMENT immediately upon notification to the Sub-recipient and/or Sub-Contractor under Item 24. "Termination for • • Convenience, Section b", without the ten (10) day notice requirement. Alternatively, the SUBRECIPIENT/Sub-Contractor may renegotiate the terms of this AGREEMENT under "AGREEMENT Modifications" to comply with new funding limitations and conditions,although the Department has no obligation to do so. 24. TERMINATION PROCEDURE Upon termination of this AGREEMENT the Department, in addition to any other rights provided in this AGREEMENT, may require the Sub-recipient and/or Sub-Contractor to deliver to the Department any property specifically produced or acquired for the performance of such part of this AGREEMENT as has been terminated. The Department shall pay to the Sub-recipients and/or Sub-Contractor the agreed upon price, if separately stated, for completed work and services accepted by the Department, and the amount agreed upon by the Sub-recipient and/or Sub-Contractor and the Department for(i) completed work and services for which no separate price is stated, (ii) partially completed work and services, (iii) other property or services which are accepted by the Department,and (iv)the protection and preservation of property The rights and remedies of the Department provided in this section shall not be exclusive and arc in addition to any other rights and remedies provided by law or under this AGREEMENT. After receipt of a notice of termination, and except as othenvise directed by the Department, the Sub-recipients and/or Sub-Contractor shall: a. Stop work under the AGREEMENT on the date, and to the extent specified, in the notice; b. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the AGREEMENT as is not terminated; c. Assign to the Department, in the manner, at the times, and to the extent directed by Spokane County Prosecutor or his Authorized Department Representative, all of the rights, title, and interest of the Sub-recipient and/or Sub-Contractor under the orders and subcontracts so terminated, in which case the Department has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. d. Transfer title to the Department and deliver in the manner, at the times, and to the extent directed by the Department any property which, if the AGREEMENT had been completed, would have been required to be furnished to the Department; c. Complete performance of such part of the work as shall not have been terminated by the Department; and f. Take such action as may be necessary, or as the Department may require, for the protection and preservation of the property related to this AGREEMENT which is in the possession of the Sub-recipient and/or Sub-Contractor and in which the Department has or may acquire an interest.