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HomeMy WebLinkAboutUnited WayMC Contract #20-113 AGREEMENT BETWEEN Mason County Public Health and Human Services, AND United Way of Mason County This Agreement is made between Mason County Public Health and Human Services (herein called the COUNTY) and United Way of Mason County (herein called CONTRACTOR) for the Mason County Public Health Contract CLH18253 Amendment 17 COVID-19 Grant - COVID-19 Response Funding project (herein called the Project). As the Washington State Department of Health (DOH) 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 receiveda Coronavirus Relief Fund for COUNTYs award, contract number CLH18253 Amendment 17 to fund the Project; and As it benefits the COUNTY to engagethe CONTRACTOR to accomplish the Scope of Work and the objectives of the local COVID-19 project. The parties agree that: 1. SCOPE OF SERVICES A. COUNTY Responsibilities TheCOUNTYisresponsibleforadministrationoftheCRFcontract andensuringCRF funds are used in accordance with all program requirements [(24 CFR 570.SOI(b)] and its Department of Commerce contract referenced above.The COUNTYwill 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 DOH • Execute CONTRACTOR AGREEMENT • Establish administrativeandotherrecord keepingsystems • Process and submit payment requests and CRF Reports • Formulate and a CONTRACTOR monitoring plan and conduct on -site review • Ensure grant activities are complete • Conduct afinalpublic hearing • Complete the grant close-out process with DOH Page 1 of 11 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 support for quarantine and isolation for those lacking resources to maintain isolation and quarantine such as food, toiletries, and cleaning supplies. 2. TIME OF PERFORMANCE The effective date of this Agreement will bethe date the parties sign and complete execution of this agreement and will be in effect through December 31, 2020 with all reimbursement requests completed by that date. 3. AGREEMENT REPRESENTATIVES Each pa rtyto this Agreement shall have a representative. Each party maychange its representative upon providing written notice to the other party. The parties' representativesareasfollows: A. CONTRACTOR: United Way of Mason County Name of Representative: Ted Jackson Mailing Address: 536 W Railroad Ave., Shelton, WA 98584 Telephone Number: (360) 426-4999 Fax: N/A E-mail Address:tiackson@uwmason.org B. COUNTY: Mason County Name of Representative: Casey Bingham Title: Financial Manager Mailing Address: 511 N 6th Street, Shelton, WA 98584 Telephone Number: 360 427 9670 ext. 562 E-mail Address: caseyb@co.mason.wa.us Page 2 of 11 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 COVID-19 direct support of quarantine and isolation Indirect CostRate: _% Federally Approved Indirect Rate, or 10% de minimis rate, or fill out "N/A" decliningto charge indirect Budgeted Amount $20,000 Indirect Cost Rate ifthe CONTRACTOR choosesto 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 of10% of modified total direct costs (MTDC) will be used. Any amendments to this Agreement's Budget must first be determined by the COUNTY as consistent with its CRF contract with DOH and then approved in writing by the COUNTY and the CONTRACTOR. 5. PAYMENT Reimbursement under this Agreement will be based on billings, supported by appropriate documentation of costs actually incurred. It is expressly understood that claims for reimbursement will not be submitted in excessofactual, immediate cash requirements necessaryto carry out the purposes of the agreement Funds available under this Agreement will be utilized to supplement rather than supplant funds otherwiseavailable. It is understood that this Agreement is funded in whole or in part with CRF funds throughthe Washington State Department of Health CRF Program asadministered by DOH and issubjectto those regulations and restrictions normally associated with federally -funded programs and any other requirements that the State may prescribe. 6. PERFORMANCE M O N I T O R I N G TheCOUNTYwillmonitortheperformanceoftheCONTRACTORbytrackingproject progress, reviewing payment requests for applicable costs, managingthe timely pass- through of CRF funds, overseeing compliance with Department of Commerce requirements, and ensuring recordkeeping and audit requirements are met. Substandard performance asdetermined bythe COUNTY will constitute noncompliance• with this Agreement. If actionto correctsuch substandard performance isnot taken bythe CONTRACTOR within a reasonable period after being notified by the COUNTY, contract suspension or termination procedures will be initiated. 7. SPECIAL CONDITIONS A. Withholding Payment: In the eventthe CONTRACTOR hasfailedto perform any obligation underthis AGREEMENT withinthetimessetforthintheAGREEMENT,the COUNTY may, upon written notice, withhold from amounts otherwise dueandpayableto CONTRACTOR, without penalty, until such failure to perform is curedor otherwise adjudicated. Withholding underthis clause shall not be deemed a breach entitlingCONTRACTOR to termination or damages, provided that the COUNTY promptly gives notice in writing to the CONTRACTOR of the natureofthedefaultorfailureto 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 anyof the following actions (1) cure anyfailure 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 underthe Disputes clause, no penalty or damages shall accrue to CONTRACTOR by reason of good faith withholding by the COUNTY under this clause. B. LaborStandards: CONTRACTORagreestocomplywithallapplicablestateandfederalrequirements, including but not limited to those pertainingto payment of wages and working. conditions,inaccordancewithRCW39.12.040, the PrevailingWageAct;theAmericans 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 asdetermined by regulations promulgated bythe Federal Secretary of Laborand/ortheStateof Washington. C. 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 orcontroversy between the PARTIES under, arisingoutof, or related to the AGREEMENTor 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 bythe AGREEMENT. Thereshall beonearbitratorselected bythe PARTIES within ten (10) days of the arbitration demand, or if not, bythe 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 1: between them regarding any dispute presented or pied 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 declineto mediate and process with arbitration. D. 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.Unlessotherwisespecifiedherein,this AGREEMENTshallbegovernedbythe lawsof Mason County andthe State of Washington. 8. GENERAL CONDITIONS A. GeneralCompliance 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. B. Independent CONTRACTOR Nothing contained in this Agreement is intended to, or will be construed in any• manner, as creating or establishingthe 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, Toss, 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 COUNTYshall 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 anysuch 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 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. FundingSource Recognition The CONTRACTOR will ensure recognition of the roles of DOH, 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 COUNTYorCONTRACTOR 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: 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 any time. 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 bythe 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 TheCONTRACTORagreestocomplywith2CFR200andagreestoadheretothe accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessarysource documentation for all costs incurred. 2 CostPrincioles TheCONTRACTOR will administerits program in conformancewith 2CFR200. These principles will be applied for all costs incurred whether charged on a direct or indirect basis. a 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 TheCONTRACTOR will maintain all records required bythe Federal regulations specified in 24CFR 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 afull description of each activity undertaken. b. Records required to determine the eligibility of activities. c. Records required to document the acquisition, improvement, useor disposition of real propertyacquiredorimprovedwithCRFassistance. d. Records documenting compliance with the civil rights components of the CRF program. e. Financial records as required by 24CFR570.502, and 2CFR 200.333. f Laborstandardsrecords required todocument compliance with the Davis Bacon Act,the provisions oftheContract Work Hours and SafetyStandards Act, and all other applicable g• Federal, State and Local laws and regulations applicable to CDBG- funded construction projects; and Other records necessary to document compliance with Subpart K of 24 CFR 570. 2 Accessto Records and Retention The grantee, the Washington State Department of Commerce, and other authorized representatives ofthestate andfederalgovern mentsshall have access to any books, documents, papers and records oftheCONTRACTOR thatare directly pertinent to this Agreement for the purposes of makingaudit, examination, excerpts andtranscriptions. 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 AIICONTRACTORrecordswithrespecttoanymatterscoveredbythisAgreement will be made avaitabietothe COUNTY, Commerce, and duly authorized officials ofthe state and federal government, at anytime during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts ortranscripts of all relevant data. Any deficiencies noted in audit reports must befullycleared bythe CONTRACTOR within 30days after receipt bythe 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 futurepayments. 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 The CONTRACTOR will report annually all program income (as defined at 24 CFR 570.500(a)) generated by activities carried out with CARES 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. SEVERABILITV If any provision of this Agreement is held invalid,the remainder of this Agreement will not be affected there by 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. ENTIREAGREEMENT This Agreement constitutes the entire agreement between the COUNTY and the CONTRACTOR for theuseoffundsreceivedunderthisAgreementanditsupersedesall prior communications and proposals, whether electronic, oral, or written between the COUNTYandtheCONTRACTORwith respectto this Agreement. IN WITNESS WHEREOF, the COUNTY and the CONTRACTOR have executed this Agreement as of the date and year last written below. MASON COUNTY Sharon Trask, Commissioner, Chair Date: Ll-2.4 2020 Approved As To Form By: Tim Whitehead, Chief DPA United Way of Mason County By: -ctor EXHIBIT A SCOPE -OF -WORK The CONTRACTOR will be responsible for completing the tasks and activities below as well as others as detailed throughout this AGREEMENT, Washington Department of Health's (DOH) 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 CONTRACTOR'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 to determine program eligibility incompliance with CRF requirements. 2. Provide emergency assistance with food or other necessities to enable those in quarantine or isolation to remain in quarantine or isolation without undue hardship. 3. Collect, track and report PROJECT data in a manner consistent with the requirements detailed in this AGREEMENT, DOH'sguidance'sasapplicable. CONTRACTORmustensure 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 Grantto the COUNTY. Submission to include one digital copyin WORD e- mailedto Casey Bingham. 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 Casey Bingham. COUNTY will be responsible for submitting completed forms and reports to DOH. See Exhibit E Sample Forms and Instructions Casey Bingham Mason County Public Health 511 N. 6th Street Shelton, WA 98584 caseyb@co.mason.wa.us 5. Participate in PROJECT meetings, including a grant start-up meeting, as scheduled by COUNTY. 6. Participate and su pport on -site compliance reviewsconducted byCOUNTYperCRF requirements. 7. Assist COUNTY with all aspects of program administration and requirements including grantclose-out processasrequested.