HomeMy WebLinkAboutEconomic Development Council MC Contract#20-073
AGREEMENT
BETWEEN
Mason County, Washington
AND
Economic Development Council of Mason County
This Agreement is made between Mason County(herein called the COUNTY) and
Economic Development Council of Mason County(EDC) (herein called CONTRACTOR)for
the CDBG Economic Opportunity Grant—COVID-19 Response Funding project(herein
called the Project).
As the Washington State Department of Commerce (Commerce)is authorized by
the US Department of Treasury to provide funds to units of COUNTY selected to
undertake and carry out projects under the Washington State Coronavirus Relief Fund
(CRF) Program in compliance with all applicable local,state, and federal laws,
regulations and policies; and
As the COUNTY has applied for and received a Coronavirus Relief Fund for COUNTYs
award,contract number 20-6541C-023 (CFDA 21.019),to fund the Project;and
As it benefits the COUNTY to engage the CONTRACTOR to accomplish the Scope of
Work and the objectives of the local CDBG project;
The parties agree that:
1. SCOPE OF SERVICES
A. COUNTY Responsibilities
The COUNTY is responsible for administration of the CRF contract, and ensuring CRF
funds are used in accordance with all program requirements [(24 CFR 570.501(b)] and
its Department of Commerce contract referenced above.The COUNTY will provide such
assistance and guidance to the CONTRACTOR as may be required to accomplish the
objectives and conditions set forth in this Agreement.
The COUNTY is responsible for completing the following tasks to accomplish the
objectives of the Project:
Principal Tasks
• Execute contract with COMMERCE
• Execute CONTRACTOR AGREEMENT
• Establish administrative and other record keeping systems
• Process and submit payment requests and CRF Reports
• Formulate and a CONTRACTOR monitoring plan and conduct on-site review
• Ensure grant activities are completed
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• Conduct a final public hearing
a Complete the grant close-out process with COMMERCE
B. CONTRACTOR Responsibilities
The CONTRACTOR will complete in a satisfactory and proper manner as determined
by the COUNTY the following tasks to accomplish the objectives of principally benefiting
low-and moderate-income persons or businesses.The CONTRACTOR will periodically
meet with the COUNTY to review the status of these tasks.
Principal Tasks
• Formulate and submit required reports and payment requests to COUNTY in an
accurate and timely manner.
• Provide COVID-19 Response assistance in the form of emergency grant awards of
up to$10,000 to qualifying businesses in Mason County to enable them to retain the
level of employees as close to January 2020 as possible and to cover the cost of business
Interruption caused by required closures related to the COVID-19 pandemic mitigation.
• Utilize a 3-Tiered ranking system summarized in Attachment
2. TIME OF PERFORMANCE
The effective date of this Agreement will be the date the parties sign and complete
execution of this agreement and will be in effect through October 31, 2020 with all
reimbursement requests completed by that date.
3. AGREEMENT REPRESENTATIVES
Each party to this Agreement shall have a representative. Each party may change its
representative upon providing written notice to the other party.The parties'
representatives are as follows:
A. CONTRACTOR: Economic Development Council of Mason County
Name of Representative: Jennifer Baria
Mailing Address: 310 E Cota Street
City,State and Zip Code: Shelton,WA 98584
Telephone Number:360 426 2276
Fax: na
E-mail Address: jennifer@choosemason.com
UBI#:601137830
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B. COUNTY: Mason County
Name of Representative: Kelly Bergh
Title: Financial Analyst
Mailing Address: 411 N 5th Street
City,State and Zip Code: Shelton,WA 98584
Telephone Number:360 427 9670 ext 644
Fax Number:360 427 8437
E-mail Address: kberghPco.masonma.us
4•. BUDGET
The COUNTY will pass through to the CONTRACTOR no more than$300,000 in CRF
funds for eligible incurred costs and expenses for the Project according to the following
budget.
Project Budget Element Budgeted
Amount
COVID-19 direct employee payroll assistance and $300,000
business interruption assistance of emergency grants
COVID-19 direct employee payroll assistance for $25,000
the Mason County EDC to administer this contract as
Modified Total Direct Costs (MTDC)
Indirect Cost Rate: _% Federally Approved
Indirect Rate, or 10%de minimis rate,or fill out"N/A"
declining to charge indirect
Indirect Cost Rate if the CONTRACTOR chooses to charge Indirect under this grant,
the CONTRACTOR shall provide their indirect cost rate that has been negotiated
between their entity and the Federal Government. If no such rate exists, a de minimis
indirect cost rate of 10%of modified total direct costs(MTDC)will be used.
"Modified Total Direct Costs (MTDC)"shall mean all direct salaries and wages,
applicable fringe benefits, materials and supplies,services,travel, and up to the first
$25,000 of each subaward (regardless of the period of performance of the subawards
under the award). MTDC excludes equipment,capital expenditures, and rental costs.
Any amendments to this Agreement's Budget must first be determined by the
COUNTY as consistent with its CRF contract with Commerce and then approved in
writing by the COUNTY and the CONTRACTOR.
S. PAYMENT
Reimbursement under this Agreement will be based on billings, supported by
appropriate documentation of costs actually incurred. It is expressly understood that
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claims for reimbursement will not be submitted in excess of actual, immediate cash
requirements necessary to carry out the purposes of the agreement. Funds available
under this Agreement will be utilized to supplement rather than supplant funds
otherwise available.
It is understood that this Agreement is funded in whole or in part with CRF funds
through the Washington State Department of Commerce CRF Program as administered
by Commerce and is subject to those regulations and restrictions normally associated
with federally-funded programs and any other requirements that the State may
prescribe.
6. PERFORMANCE MONITORING
The COUNTY will monitor the performance of the CONTRACTOR by tracking project
progress, reviewing payment requests for applicable costs, managing the timely pass-
through of CRF funds,overseeing compliance with Department of Commerce
requirements, and ensuring recordkeeping and audit requirements are met.
Substandard performance as determined by the COUNTY will constitute noncompliance
with this Agreement.
If action to correct such substandard performance is not taken by the CONTRACTOR
within a reasonable period of time after being notified by the COUNTY,contract
suspension or termination procedures will be initiated.
7. SPECIAL CONDITIONS
A. Withholding Payment:
In the event the CONTRACTOR has failed to perform any obligation under this
AGREEMENT within the times set forth in the AGREEMENT,the COUNTY may, upon
written notice,withhold from amounts otherwise due and payable to CONTRACTOR,
without penalty,until such failure to perform is cured or otherwise adjudicated.
Withholding under this clause shall not be deemed a breach entitling CONTRACTOR to
termination or damages,provided that the COUNTY promptly gives notice in writing to
the CONTRACTOR of the nature of the default or failure to perform,and in no case more
than 10 days after it determines to withhold amounts otherwise due.A determination
of the Administrative Office set forth in a notice to the CONTRACTOR of.the action
required and/or the amount required to cure any alleged failure to perform shall be
deemed conclusive under this clause,without prejudice to any other remedy under the
AGREEMENT,to take all or any of the following actions:(1)cure any failure or default,
(2)to pay any amount so required to be paid and to charge the same to the account of
the CONTRACTOR, (3)to set off any amount so paid or incurred from amounts due or to
become due the CONTRACTOR. In the event the CONTRACTOR obtains relief upon a
claim under the Disputes clause, no penalty or damages shall accrue to CONTRACTOR by
reason of good faith withholding by the COUNTY under this clause.
B. Labor Standards:
CONTRACTOR agrees to comply with all applicable state and federal requirements,
including but not limited to those pertaining to payment of wages and working
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conditions, in accordance with RCW 39.12.040,the Prevailing Wage Act;the Americans
with Disabilities Act of 1990;the Davis-Bacon Act; and the Contract Work Hours and
Safety Standards Act providing for weekly payment of prevailing wages, minimum
overtime pay,and providing that no laborer or mechanic shall be required to work in -
surroundings or under conditions which are unsanitary,hazardous,or dangerous to
health and safety as determined by regulations promulgated by the Federal Secretary of
Labor and/or the State of Washington.
C. Waiver of Noncompetition:
CONTRACTOR irrevocably waives any existing rights which it may have, by contract
or otherwise,to require another person or corporation to refrain from submitting a
proposal to or performing work or providing supplies to the COUNTY, and CONTRACTOR
further promises that it will not in the future, directly or indirectly, induce or solicit any
person or corporation to refrain from submitting a bid or proposal to or from
performing work or providing supplies to the COUNTY.
D. Ownership of Items Produced:
All writings, programs, data, public records or other materials prepared by
CONTRACTOR and/or its consultants or sub-CONTRACTORs, in connection with
performance of this AGREEMENT,shall be the sole and absolute property of COUNTY.
E. E-verify:
The E-Verify CONTRACTOR program for Mason County applies to contracts of.
$100,000 or more and subcontracts for$25,000 or more if the primary contract is for
$100,000 or more. CONTRACTOR represents and warrants that it will,for at least the
duration of the AGREEMENT, register and participate in the status verification system
for all newly hired employees.The term "employee" as used herein means any person
that is hired to perform work for Mason County.As used herein, "status verification
system: means the Illegal Immigration Reform and Immigration Responsibility Act of
1996 that is operated by the United States Department of Homeland Security, also
known as the E-Verify Program,or any other successor electronic verification system
replacing the E-Verify Program. CONTRACTOR agrees to maintain records of such
compliance and, upon request of the COUNTY,to provide a copy of each such
verification to the COUNTY.CONTRACTOR further represents and warrants that any
person assigned to perform services hereunder meets the employment eligibility
requirements of all immigration laws of the State of Washington. CONTRACTOR
understands and agrees that any breach of these warranties may subject CONTRACTOR
to the following: (a)termination of the AGREEMENT and ineligibility for any Mason
County contract for up to three(3)years,with notice of such cancellation/termination
being made public. In the event of such termination/cancellation, CONTRACTOR would
also be liable for any additional costs incurred by the COUNTY due to contract
cancellation or loss of license or permit. CONTRACTOR will review and enroll in the E-
Verify program through this website:www.uscis.gov
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F. Disputes:
Differences between CONTRACTOR and COUNTY,arising under and by virtue of the
AGREEMENT Documents,shall be brought to the attention of COUNTY at the earliest
possible time in order that such matters may be settled or other appropriate action
promptly taken. Except for such objections as are made of record in the manner
hereinafter specified and within the time limits stated,the records, orders,rulings,
instructions,and decisions of the Administrative Officer shall be final and conclusive.
G. Arbitration:
Other than claims for injunctive relief brought by a party hereto (which may be
brought either in court or pursuant to the arbitration provision), and consistent with the
provisions hereinabove,any claim,dispute or controversy between the PARTIES under,
arising out of,or related to the AGREEMENT or otherwise, including issues of specific
performance,shall be determined by arbitration in Shelton,Washington, under the
applicable American Arbitration Association (AAA)rules in effect on the date hereof,as
modified by the AGREEMENT.There shall be one arbitrator selected by the PARTIES
within ten (10)days of the arbitration demand, or if not, by the AAA or any other group
having similar credentials.Any issue about whether a claim is covered by this
AGREEMENT shall be determined by the arbitrator.The arbitrator shall apply
substantive law and may award injunctive relief,equitable relief(including specific
performance),or any other remedy available from a judge, including expenses,costs
and attorney fees to the prevailing party and pre-award interest, but shall not have the
power to award punitive damages.The decision of the arbitrator shall be the sole and
exclusive remedy between them regarding any dispute presented or pled before the
arbitrator.At the request of either party made no later than forty-five(45)days after
the arbitration demand,the PARTIES agree to submit the dispute to nonbinding
mediation,which shall not delay the arbitration hearing date; provided,that either party
may decline to mediate and process with arbitration.
H. Venue and Choice of Law:
In the event that any litigation should arise concerning the construction or
interpretation.of any of the terms of the AGREEMENT,the venue of such action of
litigation shall be in the courts of the State of Washington in and for the County of
Mason. Unless otherwise specified herein,this AGREEMENT shall be governed by the
laws of Mason County and the State of Washington.
8. GENERAL CONDITIONS
A. General Compliance
The CONTRACTOR agrees to comply with:
• The requirements of Title V and VI of the CARES Act. Regulations;and
• All other applicable Federal,State and Local laws, regulations,and policies,
governing the funds provided under this Agreement.
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B. Independent CONTRACTOR
Nothing contained in this Agreement is intended to, or will be construed in any
manner, as creating or establishing the relationship of employer/employee between the
parties. The CONTRACTOR will at all times remain an "independent contractor"with
respect to the services to be performed under this Agreement. The COUNTY will be
exempt from payment of all Unemployment Compensation, FICA, retirement,life
and/or medical insurance and Workers'Compensation Insurance, as the CONTRACTOR
is an independent contractor.
C. Hold Harmless
CONTRACTOR shall indemnify,defend and hold harmless the COUNTY,and its
officers, officials, boards,commissions, agents and employees (while acting in an official
capacity)from any action,claim, damage, loss, liability, cost or expense, including court
and appeal costs and reasonable attorneys'fees and expenses, arising from any action,
neglect, omission or inaction of the CONTRACTOR its agents or employees.
CONTRACTOR shall consult and cooperate with the COUNTY while conducting its
defense of the COUNTY. If any such claim or demand is subject to RCW 4.24.115 and
caused by or results from the concurrent negligence of(a)the COUNTY, its elected or
appointed officials, or its agents or employees and (b) CONTRACTOR, or its agents or
employees,then in such event the defense and indemnity provisions provided for in the
preceding paragraph shall be valid and enforceable only to the extent of CONTRACTOR's
negligence. The COUNTY shall indemnify, defend and hold harmless CONTRACTOR, and
its officers, agents and employees (while acting in an official capacity)from any action,
claim, damage, loss, liability,cost or expense, including court and appeal costs and
reasonable attorneys'fees and expenses, arising from any action, neglect,omission or
inaction of the COUNTY its agents or employees.The COUNTY shall consult and
cooperate with CONTRACTOR while conducting its defense of CONTRACTOR. If any such
claim or demand is subject to RCW 4.24.115 and caused by or results from the
concurrent negligence of(a)CONTRACTOR, its elected or appointed officials,or its
agents or employees and (b)the COUNTY, or its agents or employees,then in such event
the defense and indemnity provisions provided for in the preceding paragraph 9.1 shall
be valid and enforceable only to the extent of the COUNTY's negligence.
Procedures and Defense.The indemnified party shall give the other party timely
written notice of any claim or of the commencement of any action,suit or other
proceeding covered by the indemnity in this Section. If a claim or action arises,
indemnified party shall then tender the defense of the claim to other within six(6)
business days of receipt of such notice, which defense shall be at the indemnifying
party's expense.The indemnified party may participate in the defense of a claim and, in
any event,the Indemnifying party may not agree to any settlement of claims financially
affecting the indemnified party without the indemnified party's prior written approval,
which approval shall not be unreasonably withheld.
Expenses. If separate representation to fully protect the interests of both parties is
necessary,such as a conflict of interest between the indemnified party and the counsel
selected by indemnifying party to represent the indemnified party,the indemnifying
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party shall pay the expenses incurred by the indemnified party in defending itself with
regard to any action,suit or proceeding indemnified.The indemnified party's expenses
shall include all out of-pocket expenses that are necessary for the indemnified party
defense,such as consultants'fees, and shall also include the reasonable value of any
services rendered by the General Counsel/County Attorney or his/her assistants or any
employees of the indemnified party or its agents but shall not include outside attorneys'
fees for services that are unnecessarily duplicative of services provided the indemnified
party by the indemnifying party.
D. Workers' Compensation
The CONTRACTOR will provide Workers' Compensation Insurance Coverage for
all of its employees involved in the performance of this Agreement.
E. Insurance and Bonding
The CONTRACTOR will carry sufficient insurance coverage to protect contract
assets from loss due to theft,fraud and/or undue physical damage, and as a minimum
will purchase a blanket fidelity bond covering all employees in an amount equal to cash
advances from the COUNTY.
The CONTRACTOR shall furnish the COUNTY with properly executed certificate of
insurance or a signed policy endorsement which shall clearly evidence all insurance
required in this section prior to commencement of services.The certificates will, at a
minimum, list limits of liability and coverage.The certificate will provide that the
underlying insurance contract will not be cancelled or allowed to expire except on thirty
(30)days prior written notice to the COUNTY.
F. Funding Source Recognition
The CONTRACTOR will insure recognition of the roles of Commerce,the WA
State CRF program, and the COUNTY in providing services through this Agreement.All
activities,facilities and items utilized pursuant to this Agreement will be prominently
labeled as to funding source. In addition,the CONTRACTOR will include a reference to
the support provided herein in all publications made possible with funds made available
under this Agreement.
G. Amendments
. The COUNTY or CONTRACTOR may amend this Agreement at anytime provided
that such amendments make specific reference to this Agreement, and are executed in
writing,signed by a duly authorized representative of each organization, and approved
by the COUNTY's governing body.Such amendments will not invalidate this Agreement,
nor relieve or release the COUNTY or CONTRACTOR from its obligations under this
Agreement.
H.Suspension or Termination
The COUNTY may suspend or terminate this Agreement if the CONTRACTOR
materially fails to comply with any terms of this Agreement,which include(but are not
limited to)the following:
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1. Failure to comply with any of the rules, regulations or provisions referred to
herein,or such statues, regulations, executive orders, and guidelines,policies or
directives as may become applicable at anytime;
2. Failure,for any reason, of the CONTRACTOR to fulfill in a timely and proper
manner its obligations under this Agreement.
3. Ineffective of improper use of funds provided under this Agreement;or
4. Submission by the CONTRACTOR to the COUNTY of reports that are incorrect or
incomplete in any material respect.
In accordance with 2 CFR 200.339,this Agreement may also be terminated by
either the COUNTY or the CONTRACTOR, in whole or in part, by setting forth the reasons
for such termination,the effective date, and,in the case of partial termination,the
portion to be terminated. However, if in the case of a partial termination,the COUNTY
determines that the remaining portion of the award will not accomplish the purpose for
which the award was made,the COUNTY may terminate the award in its entirety.
9. ADMINISTRATIVE REQUIREMENTS
A. Financial Management
1. Accounting Standards
The CONTRACTOR agrees to comply with 2 CFR 200 and agrees to adhere to the
accounting principles and procedures required therein, utilize adequate internal
controls, and maintain necessary source documentation for all costs incurred.
2. Cost Principles
The CONTRACTOR will administer its program in conformance with 2 CFR 200.
These principles will be applied for all costs incurred whether charged on a direct or
indirect basis.
3. Duplication of Costs
The CONTRACTOR certifies that work to be performed under this Agreement does
not duplicate any work to be charged against any other contract,subcontract or other
source.
B. Documentation and Record Keeping
1. Records to Be Maintained
The CONTRACTOR will maintain all records required by the Federal regulations
specified in 24 CFR 570.506 that are pertinent to the activities to be funded under this
Agreement and those records described in the CDBG Management Handbook.Such
records will include but not be limited to:
a. Records providing a full description of each activity undertaken;
b. Records required to determine the eligibility of activities;
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C. Records required to document the acquisition, improvement, use or
disposition of real property acquired or improved with CRF assistance;
d. Records documenting compliance with the civil rights components of the
CRF program;
e. Financial records as required by 24 CFR 570.502,and 2 CFR 200.333;
f. Labor standards records required to document compliance with the Davis
Bacon Act,the provisions of the Contract Work Hours and Safety Standards Act, and all
other applicable Federal,State and Local laws and regulations applicable to CDBG-
funded construction projects; and
g. Other records necessary to document compliance with Subpart K of 24
CFR 570.
2. Access to Records and Retention
The grantee,the Washington State Department of Commerce, and other
authorized representatives of the state and federal governments shall have access to
any books,documents, papers and records of the CONTRACTOR that are directly
pertinent to this Agreement for the purposes of making audit, examination, excerpts
and transcriptions.
All such records and all other records pertinent to this Agreement and work
undertaken under this Agreement will be retained by the CONTRACTOR for a period of
six years after final audit of the COUNTY's CRF project, unless a longer period is required
to resolve audit findings or litigation. In such cases,the COUNTY will request a longer
period of record retention.
3. Audits and Inspections
All CONTRACTOR records with respect to any matters covered by this Agreement
will be made available to the COUNTY, Commerce, and duly authorized officials of the
state and federal government,at any time during normal business hours, as often as
deemed necessary,to audit, examine, and make excerpts or transcripts of all relevant
data.
Any deficiencies noted in audit reports must be fully cleared by the CONTRACTOR
within 30 days after receipt by the CONTRACTOR. Failure of the CONTRACTOR to comply
with the above audit requirements will constitute a violation of this Agreement and may
result in the withholding of future payments.
The CONTRACTOR that expends$750,000 or more in a fiscal year in federal funds
from all sources hereby agrees to have an annual agency audit conducted in accordance
with current COUNTY policy concerning CONTRACTOR audits and 2 CRF 200.501.The
Catalog of Federal Domestic Assistance (CFDA) number is 21.019.
C. Reporting
1. Program Income
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The CONTRACTOR will report annually all program income(as defined at 24 CFR
570.500(a))generated by activities carried out with CRF funds made available under this
Agreement.The use of program income by the CONTRACTOR will comply with the
requirements set forth at 24 CFR 570.504.
2. Periodic Reports
The CONTRACTOR, at such times and in such forms as the COUNTY may require,will
furnish the COUNTY such periodic reports as it may request pertaining to the work or
services undertaken pursuant to this Agreement,the costs and obligations incurred or
to be incurred in connection therewith, and any other matters covered by this
Agreement.
10. SEVERABILITY
If any provision of this Agreement is held invalid,the remainder of this Agreement
will not be affected thereby and all other parts of this Agreement will nevertheless be in
full force and effect.
11. PERFORMANCE WAIVER
The COUNTY's failure to act with respect to a breach by the CONTRACTOR does not
waive its right to act with respect to subsequent or similar breaches. The failure of the
COUNTY to exercise or enforce any right or provision will not constitute a waiver of such
right or provision.
12. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the COUNTY and the
CONTRACTOR for the use of funds received under this Agreement and it supersedes all
prior communications and proposals,whether electronic,oral, or written between the
COUNTY and the CONTRACTOR with respect to this Agreement.
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IN WITNESS WHEREOF,the COUNTY and the CONTRACTOR have executed this
Agreement as of the date and year last written below.
Mason County Economic Development Council of
Mason County
By: �� =,.� By:
Sharon Trask,Chair Jennife Baria, cutive Director
Date: ' Date: 07.29.2020
A pcav & s fo Form
Tim Whitehead, Chief DPA
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EXHIBIT A
SCOPE-OF-WORK
The Economic Development Council of Mason County(EDC)will be responsible for
completing the tasks and activities below as well as others as detailed throughout this
AGREEMENT,Washington Department of Commerce's(Commerce)guidance as required to
provide referral and direct services in compliance with the CRF program and Mason County's
(COUNTY)policies and procedures. It is the EDC's responsibility to review,understand,
implement and adhere to all requirements as this Scope-of-Work is a summary,not an
exhaustive list.
CONTRACTOR will:
1.Conduct applicant eligibility screening for Mason County businesses to determine
program eligibility incompliance with CRF requirements.
2.Provide emergency grants of up to$10,000 each to eligible businesses.To enable these
small businesses to retain the level of employees as close to January 2020 levels in response to
the COVID-19 crisis and to cover the cost of business interruption caused by required closures
related to the COVID-19 pandemic mitigation.
3.Collect,track and report PROJECT data in a manner consistent with the requirements
detailed in this AGREEMENT,COMMERCE's guidance's as applicable. CONTRACTOR must ensure
that the services provided to eligible individuals under this PROJECT are not reported to any
other funding entities for the purpose of meeting contractual obligations.
4.Voucher Requests and Reports:
A. Formulate and submit a Washington State Voucher Distribution request(form A19)for
the entire amount of the Grant to the COUNTY.Submission to include one digital copy in WORD
e-mailed to Kelly Bergh.
B. Formulate and submit a CFR Monthly Beneficiary Reporting Form and a CRF Project
Status,Report to COUNTY.A digital copy is acceptable e-mailed to Kelly Bergh.COUNTY will be
responsible for submitting completed forms and reports to COMMERCE.See Exhibit E Sample
Forms and Instructions
Kelly Bergh
Mason County
411 N.5th Street
Shelton,WA 98584
kbergh@co.mason.wa.us
5. Participate in PROJECT meetings,including a grant start-up meeting,as scheduled by
COUNTY.
6. Participate and support on-site compliance reviews conducted by COUNTY per CRF
requirements.
7.Assist COUNTY with all aspects of program administration and requirements including
grant close-out process as requested.
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