HomeMy WebLinkAboutPierce County South Sound Shellfish Recovery Agreement - Interlocal Agreement PLANNING & PUBLIC WORKS: SUBRECIPIENT
Pierce County AGREEMENT FOR MASON COUNTY PUBLIC HEALTH & HUMAN
SERVICES
Title: South Sound Shellfish Recovery Contract Number: SC-111398
Start Date: 12/1/2024 End Date: 1/31/2027 Fiscal Year:
The County reserves the right to extend this Agreement for additional periods. The decision to extend is subject to the availability of funding,the
continued priority of need for a specific service,and satisfactory performance by the Subrecipient during the period specified in this Agreement.
Notification of intent to extend Agreement for additional periods with the Subrecipient will occur prior to the expiration of this Agreement.
CFDA(s): 66.123 FAIN(s): PC-01J89801-1
TOTAL AGREEMENT FUNDING NOT TO EXCEED: $248,000.00
Subrecipient Name: Mason County Public Health & Human Services
Mailing Address: 415 North 61h Street, Shelton, WA 98584
Contact Name: Ian Tracy Title: Environmental Health Manager
Phone: (360) 427-9670 x544 Email: Itracy@masoncountywa.gov
Fiscal Contact: DUNS: 069580751
Agency UBI: 342-07-752 Fed Tax ID: 91-6001354
Planning& Public Works-SWM Contacts
Contract Manager: Tina Basil Phone or Email: Tina.basil@piercecountywa.gov
Program Contact: Barbara Ann Smolko Phone or Email: Barbaraann.smolko@piercecountywa.goy
Fiscal Contact: Candace Achey Phone or Email: Candace.achev@piercecountywa.gov
NOW,THEREFORE,for and in consideration of the mutual covenants,promises,and agreements contained herein,County and Subrecipient,
referred to individually as a"Party"and collectively as the"Parties,"mutually agree that Subrecipient shall provide the services and comply
with the requirements set forth herein and the attachments,incorporated by reference into this Agreement:
EXHIBITS
A:Scope of Work D:General Terms and Conditions
B: Budget and Financial Requirements E: Federal Terms and Conditions
C: Recordkeeping, Reporting and Audit Requirements F:Subaward Information
This Agreement,including all Exhibits and other documents incorporated by reference,contains all the terms and conditions agreed upon
by the Parties.No other understandings and representations,verbal or otherwise,regarding the subject matter of this Agreement shall be
deemed to exist or bind the Parties.The Parties signing below warrant that they have read and understand this Agreement and have
authority to enter this Agreement.
DocuSigned by:
��� WlliL d .� David Windom
A4CF66C2DDAA484 Director Mason County Publ i C Heal th 12/3/2024
Subrecipient Signature Printed Name and Title Date
ESigned by: by:
��E74�- -� [�Signed
DC4C6... 12/8/2024 8F99CA97BBD418... 12/3/2024
Deputy Prosecuting Attorney Date Finance Director Date
Approved as to legal form only
Signed by:
507E FlCD37CE44D_.. 12/3/2024
Planning and Public Works Director Date County Executive(over$250k) Date
Subrecipient Agreement SC-111398 Page 1 of 24
EXHIBIT A—SCOPE OF WORK
Subrecipient Mason County Public Health and Human Services (MCPH) has been granted a Subaward by Pierce
County, reflected by the Total Agreement Amount set forth herein on page one (1) of this Agreement, of
federal funds from the United States Environmental Protection Agency (the Awarding Agency), Washington
State Department of Health (first pass-through entity), Pierce County (second pass-through entity).
Subrecipient shall use these funds to implement the Agreement requirements set forth below.
1. BACKGROUND AND PURPOSE
The South Sound Shellfish Recovery Project has identified over 32,000 acres of approved growing areas as well
as nine Shellfish Protection Districts (SPD). The SPD areas were created when each experienced a classification
downgrade by the Washington State Department of Health (DOH) due to bacterial pollution. Over 1,700 acres
of shellfish growing area in the South Sound have the potential to be upgraded. This agreement is to provide a
new round of funding from our Shellfish Strategic Initiative 2.0. Pierce County Surface Water Management
(PCSWM) will prioritize preventing, identifying, and correcting sources of bacterial pollution for the purpose of
upgrading previously downgraded shellfish growing areas in the South Puget Sound.
2. SUBRECIPIENT RESPONSIBILITIES
Project task and subtask numbers reflect the reference numbers in Pierce County's agreement with the
Department of Health and are not sequential. All progress reports and invoices should reference the task
and/or subtask numbers used within this Scope of Work.
Task 1: Project Development
Subtask 1.1 Quality Assurance Project Plan (QAPP) Development
Work-related to data collection or analysis may not begin until the Quality Assurance Project Plan (QAPP) is
approved by the Washington State Department of Ecology's National Estuary Program Quality Coordinator
(NEP QC). This is an EPA requirement. MCPH must work with the NEP QC to ensure the project meets quality
assurance requirements per the contract terms and conditions. The NEP QC contact information can be found
on this webpage: Quality assurance for grantees- Washington State Department of Ecology.
Generally, projects that collect, analyze, or model environmental data or environmental conditions, require a
NEP QC approved QAPP. If a QAPP is required, the NEP QC, Ken Nelson, knel461@ecy.wa.gov; will provide
instructions and materials.
Deliverable:
• Completed Ecology-approved QAPP document.
Task 2: Project Administration and Reporting
Subtask 2.1 Progress Reporting and Invoicing
• The subrecipient will submit quarterly progress reports by the specified target completion dates listed
below.
Quarterly reporting periods are:
o Quarter 1: January 1— March 31 (Financial and Ecosystem Accounting Tracking System (FEATS)
will serve as 15Y quarter report) Progress Report Due April 1.
o Quarter 2: April 1—June 30; Progress Report Due July 15.
o Quarter 3: July 1—September 30 (FEATS will serve as 3rd quarter report); Progress Report Due
October 1.
o Quarter 4: October 1— December 31; Progress Report Due January 15.
Subrecipient Agreement SC-111398 Page 2 of 24
• Progress Reports shall include:
o A description of:
■ Work completed for each task/subtask during the reporting period, including what
deliverables were completed and submitted during the reporting period.
■ Total allowable spending by task.
■ Status for ongoing project tasks.
■ Challenges affecting task-specific or overall project completion date(s), scope of work,
or costs.
■ Progress toward success measures.
• Evidence of satisfactory completion of all reporting requirements or deliverables.
• Upon contract completion, a final report and project invoice are due by January 31, 2027. The final
report will describe the entire project, highlight project outcomes, and discuss lessons learned.
Subtask 2.3 Data Reporting
The subrecipient will report additional data requirements as determined by NEP. The subrecipient and the NEP
Data and Information Coordinator, Abigail Ames abigail.ames@doh.wa.gov, will determine what data
variables will be reported within 60 days of contract execution. Data reporting will be collected every six
months with the FEATS reporting cycle.
Deliverables:
• Completed semi-annual reports following FEATS format.
• Completed semi-annual reports following progress report format.
• Completed final report.
Task 3: Planning& Coordination
The goal of this task is to establish the coordination and communication efforts necessary for effective
partnerships and a fully functioning program.
Subtask 3.2 Plan Development
The Oakland Bay Shellfish Protection District (SPD) needs an updated closure response plan (CRP). Oakland
Bay is the only remaining south-sound CRP that was developed prior to DOH's issuance of guidance for CRP
contents. The updated CRP will be consistent with COH guidance and integrate appropriate elements of the
South Sound Clean Water Partners Strategic Plan.
Deliverables:
• Updated Oakland Bay Closure Response Plan.
Task 5: On-Site Pollution Identification and Correction
This task will cover activities related to identifying and correcting pollution from on-site sewage systems in
Mason County. These activities may include windshield surveys, reviewing septic records, site investigations,
and collecting water quality sampling. Monitoring under this project may include both existing ambient
monitoring stations, new ambient monitoring stations, and investigative sampling needed to identify pollution
sources. MCPH will participate in DOH-sponsored Pollution Identification Correction (PIC) workshops and
other trainings/events to share information and resources. Funding for participation in training or conferences
for project staff under this grant must be pre-authorized by DOH and the County.
Subrecipient Agreement SC-111398 Page 3 of 24
Subtask 5.2 Hotspot Identification and Correction
MCPH will identify hotpots in Mason County. Hotspots are discrete, identifiable areas with proven or highly
likely sources of bacterial pollution. Hotspots may be identified through water quality sampling results, dye
testing, compliance reports, and other means. While the bacterial pollution may be caused by other sources,
for those hot spots with failing septic systems as the most likely source, MCPH will work to correct those
failures. (While financial assistance for OSS repairs is not part of this project, homeowners will be referred to
whatever financial assistance programs are available. However, many corrections are likely to occur without
financial assistance through the usual compliance process with homeowner-financed repairs.)
Subtask 5.2.1 Summary Report
MCPH will provide a summary report at the end of the project period identifying the number, location, and
corrective actions taken to resolve hotspots. This may include referrals to other agencies if the hotspots result
from non-septic sources such as livestock. MCPH will prepare and submit PIC flowcharts illustrating the
referral process and responses to be followed once a hotspot has been identified. This is a final report
providing details comparing completed work to activities described in an approved QAPP.
Deliverables:
• PIC Flowchart.
• Identify approximately 15 hotspots in Mason County.
• Correct 25 Failing Septic systems in Mason County.
• Report number, location of sites referred, and corrective actions in Mason County.
Task 7: Control Point Sources
Project partners plan to address point sources in South Puget Sound, including wastewater from recreational
boats and possible spills from outdated grinder pump stations. While shellfish harvest is not allowed near
marinas or wastewater treatment plant outfalls, grinder pump stations may not be located near the system's
outfall. Reducing or resolving waste is expected to benefit South Sound's marine water quality.
Subtask 7.2 Mason County Grinder Facility Upgrade
Mason County will complete a feasibility assessment and then a 30% design to replace existing wet sewer
grinder facilities with dry grinder facilities in Mason County; (see Exhibit E). The wet grinder equipment is
unreliable and increases the potential for wastewater overflows or spills. Once the feasibility, scoping, and
design phases are complete, the actual construction of the replacement facilities will be completed as a future
project.
Deliverables:
• Wet grinder feasibility study
• 30% designs
Task 8: Education and Outreach
Education and outreach on bacterial pollution sources and pollution prevention actions such as on-site
maintenance and farm management will be integrated into the project. Water quality reports notifying
residents about water quality sampling results and conditions in their areas will be published and distributed.
Subtask 8.1 Water Quality Report
A water quality report will be prepared and published in Mason County. Water quality sampling results from
MCPH, Squaxin Island Tribe, and DOH will be analyzed and converted to formats for easier comprehension by
the public. Publication may include online and/or hard copy formats. DOH and the County will be given the
opportunity to review the water quality report prior to publication.
Subrecipient Agreement SC-111398 Page 4 of 24
Deliverable:
• One water quality report.
3. REPORTING/DELIVERABLES
3.1. Minority Business Enterprise/Women Business Enterprise (MBE/WBE) Reporting.The subrecipients will
submit MBE/WBE utilization reports each year as required by the federal terms and conditions included in
this contract. Reports will be in the format located on the EPA webpage
https://www.epa.gov/system/files/documents/2021-08/epa form 5700 52a.pdf and will include all
qualifying purchases OR will clarify that no qualifying purchases were made. MBE/WBE reporting periods are
from October 1 to September 30 annually. Reports are due to Barbara Ann Smolko
barbaraann.smolko@piercecountywa.gov 15 calendar days after the end of each reporting period with the
DOH Contract Manager copied. MBE/WBE Reporting due annually on October 15tn.
3.2. Recognition of EPA Funding. Reports documents, signage,videos, or other media, developed as part of
projects funded by this assistance agreement shall contain the following statement:
"This project has been funded wholly or in part by the United States Environmental Protection Agency under
assistance agreement PC-01J89801 to the Washington State Department of Health.The contents of this
document do not necessarily reflect the views and policies of the Environmental Protection Agency, nor
does mention of trade names or commercial products constitute endorsement or recommendation for use."
4. COUNTY RESPONSIBILITIES
4.1. To accomplish the intent of this Agreement, as appropriate under the circumstances, County shall:
4.1.1. Provide administrative and financial oversight, direction, training, and technical assistance
in accordance with established laws and regulations.
4.1.2. Monitor Subrecipient activities to ensure that the Subaward is used for authorized
purposes, in compliance with Federal statutes, regulations, and the terms and conditions
of the Subaward; and that Subaward Performance Measures are achieved. Subrecipient
monitoring by County will conform with 2 CFR 200.332 and include, but not be limited to:
4.1.2.1. Reviewing financial and performance reports.
4.1.2.2. Ensuring Subrecipient takes timely and appropriate action on any and all
deficiencies pertaining to this Agreement that are detected by County through
audits and on-site reviews.
4.1.2.3. Issuing management decisions for applicable audit findings.
4.1.2.4. Resolving audit findings.
4.1.3. Verify that Subrecipient is audited as required by Subpart F of the Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR 200), as
applicable.
4.1.4. Take enforcement action against Subrecipient for noncompliance.
4.1.5. Work with the National Estuary Program Quality Coordinator (NEP QC) to ensure the
project meets quality assurance requirements per the contract terms and conditions.
4.1.6. Determine if a Quality Assurance Project Plan (QAPP) is required or a QAPP waiver is
appropriate. This is an EPA requirement.
Subrecipient Agreement SC-111398 Page 5 of 24
EXHIBIT B— BUDGET& FINANCIAL REQUIREMENTS
1. COMPENSATION
1.1. Funding is based on the services as set forth in the Scope of Work in this Agreement. The
Subrecipient shall use all funds provided pursuant to this Agreement to support only the services as
described within this Agreement and may not supplant other programs or fund sources.
1.2. Funding is contingent upon the receipt of funds by the County from state government, federal
government, or other sources. If funding is withdrawn, reduced, suspended, or reallocated, after
the effective date of this Agreement and prior to normal completion, the County will notify the
Subrecipient per Section 1.2.1. In such instances, the County may terminate the Agreement,
withdraw funding, or renegotiate the Agreement subject to those new funding limitations and
conditions. If the source of funding for this Agreement is eliminated on a temporary or permanent
basis, the County will not be responsible for reimbursing the Subrecipient for any work performed
after the receipt of the notification.
1.2.1. Should a change in funding source occur or become necessary, the County shall notify the
Subrecipient immediately, by issuing written notice to the Subrecipient, unless the
Agreement is formally terminated in which the County will follow the termination process
per the General Terms and Conditions in Exhibit D to this Agreement (GTC). The
Subrecipient shall keep a copy of any notices on file with the Agreement as the record of
change.
1.3. Funds shall not be obligated for:
1.3.1. Costs incurred prior to start date of this Agreement:
1.3.1.1. Any action subsequent to an order from the County for suspension or
termination of the project except as may be reasonably necessary for the
protection of life and property; or
1.3.1.2. Reimbursement requests that include ineligible or inappropriate costs pursuant
to state or federal laws and regulations, or as defined in the GTC or Scope of
Work.
1.3.2. The Subrecipient shall refund to the County any payment or partial payment expended by
the Subrecipient, subcontractors, or consultants which is subsequently found to be
ineligible, inappropriate, or illegal.
1.4. The Subrecipient shall provide services in the most effective, efficient, and economical manner
possible.
1.5. The County agrees to pay the Subrecipient for services outlined in Exhibit A, Scope of Work, and in
accordance with Exhibit B, Compensation and Financial Requirements.
1.6. It is understood that where applicable, funds provided by this Agreement are federal funds
administered by the County and are subject to those regulations and restrictions normally
associated with federal programs including: 2 CFR 200, Uniform Administrative Requirements,
Costs Principles, and Audit Requirements for Federal Awards (formerly OMB Circular A-21, A-87, A-
102, A-110, A-122 and A-133), and other such uniform administrative requirements for grants-in-
aid now in effect or which hereafter may be made applicable by local, state or federal laws or
regulations. All of the above are incorporated in this Agreement by reference.
1.7. If program income is generated, the subrecipient is required to account for program income related
to this project. Program income earned during the project period shall be retained by the
Subrecipient Agreement SC-111398 Page 6 of 24
subrecipient and shall be added to funds committed to the project by EPA and the subrecipient and
shall be used to further eligible project objectives.
1.8. Subrecipient is permitted to reallocate budget between tasks, if necessary, as described in the
uniform guidance (§200.308) to better reflect spending requirements, subject to the County's
written approval, and subject to the federal awarding agency's policy and the uniform guidance
that would define requirements for prior written approval (§200.407) before implementation.
1.9. A transfer from one (1) or more line item(s) not exceeding ten percent (10%) of the existing line
item, is allowed with a corresponding decrease in another line item(s). Such a transfer may not
increase the total contract amount. The request and approval of such transfers may be
communicated via email, but County approval must be obtained prior to spending funds.
1.10. A written letter of agreement may be used to communicate minor changes that exceed ten
percent (10%). Minor changes include line-item adjustments to the contract budget or
modifications to the day-to-day operating structure for services provided that do not impact the
total contract amount. The letter of agreement must be signed by County Staff and the authorized
signer of the agreement.
1.11. The maximum consideration for this Agreement is not to exceed $248,000.00, as set forth in the
funding table below. Subrecipient shall monitor its monthly expenses and ensure those monthly
expenses do not exceed the maximum consideration for this Agreement.
Task Number& Name Task Budget
Task 1: Project Development $0
Task 2: Project Administration & Reporting $6,000
Task 3: Planning&Coordination $10,000
Task 5: Onsite PIC $185,000
Task 7: Control Point Sources $37,000
Task 8: Education and Outreach $10,000
Total Budget $248,000
2. FEDERAL REQUIREMENTS
2.1. Subaward funds may only be used for costs applicable to this Agreement which are included in the
approved budget. Subaward funds may not be used for general administration or operation of the
Subrecipient and may not replace non-federal funds in any jointly funded project.
2.1.1. Subrecipient may provide an approved federally recognized indirect cost rate negotiated
between the Subrecipient and the Federal Government. If no such rate exists, a de minimis
indirect cost rate (10%) as defined in 2 CFR 200.414 Indirect (F&A) costs, paragraph (f),
may be used.
2.2. In addition to other audit requirements set forth in this Agreement, Subrecipients who are not
required to obtain a single or program-specific audit that meets the requirements of 2 CFR
200.500-507 or do not have audited financial statements prepared, are required at a minimum to
have a reviewed financial statement prepared annually by an independent Certified Public
Accountant (CPA). Audits and/or reviewed financial statements must be submitted to the County
within thirty (30) calendar days of issuance. The review must be conducted in accordance with the
Statements and Standards for Accounting and Review Services issued by the American Institute of
Certified Public Accountants for non-profits or the Government Auditing Standards issued by the
Comptroller General of the United States for government entities.
2.3. Federal Funding Accountability and Transparency ACT (FFATA). This contract is supported by
federal funds that require compliance with the FFATA. The purpose of the FFATA is to make
Subrecipient Agreement SC-111398 Page 7 of 24
information available online so the public can see how federal funds are spent. To comply with the
act and be eligible to enter this contract, your organization must have a Unique Entity Identifier
(UEI) number. A UEI number provides a method to verify data about your organization. If you do
not already have one, you me receive a UEI number free of charge by contacting System for Award
Management (SAM) at sam.gov.
3. REIMBURSEMENT PROCEDURE
3.1. Reimbursement requests shall only be for costs actually incurred per the approved budget and
supported by documentation. The Subrecipient is prohibited from submitting requests for payment
in excess of actual requirements for carrying out the Scope of Work.
3.2. Reimbursements shall be requested on a Payment Request (invoice) form.
3.2.1. The Subrecipient shall submit the invoice within thirty (30) working days following the
month in which the Subrecipient has incurred expenditures for services and costs as
outlined in this Agreement. The County shall issue payment no later than thirty (30)
working days after the receipt of complete and accurate billing information as determined
by the County.
3.2.2. Invoices shall be accompanied by documentation to support the amount of the request for
reimbursement. The County shall not release payment until the Subrecipient provides all
required documentation identified in this Agreement, including those identified as
"reporting requirements." Submission of incomplete or inaccurate information on an
invoice may delay the reimbursement process. Any delay in the reimbursement process
resulting from incomplete or inaccurate information on an invoice will not be considered a
breach of the Agreement.
3.2.3. The Subrecipient is prohibited from submitting request for payment in excess of actual
requirements for carrying out the project.
3.2.4. Invoices shall be submitted to the following email address:
pcpcontractservices@ piercecou ntywa.gov
3.2.5. The County reserves the right to amend, delete, or add to the invoice form as it deems
necessary. Any revisions or changes to the invoice will be provided to the Subrecipient in a
timely manner.
3.2.6. Advance payments prohibited. No payment in advance or in anticipation of services or
supplies to be provided under this contract.
3.3. Due to County fiscal year end and Agreement closeout requirements, the Subrecipient shall:
3.3.1. Submit the final invoice for the calendar year (CY) in the month of January. The actual date
will be determined and communicated to the Subrecipient by the County.
3.3.2. When the term of the Agreement ends in any month other than December, the
Subrecipient shall submit the final billing for the Agreement, based on the date
determined by the County.
3.3.2.1. The County will provide timely written notification, via a formal letter or an e-
mail, of the submission requirements for these time frames.
3.3.3. Failure to follow the year end and/or final invoice instructions, may result in a delayed
payment or nonpayment for the given month.
EXHIBIT C—RECORDKEEPING, REPORTING &AUDIT REQUIREMENTS
1. RECORDKEEPING & REPORTING
Subrecipient Agreement SC-111398 Page 8 of 24
1.1. Subrecipient shall maintain all records required by applicable federal, state, and local regulations
and to demonstrate compliance with this Agreement. The public shall be granted reasonable
access to all "public records" associated with this Agreement for up to six (6) years following the
termination or expiration of this Agreement in accordance with, and subject to any limitations or
exemptions under the Public Records Act, RCW 42.56, or any other applicable state or federal law.
This Agreement is subject to review by any Federal or State auditor. County or its designees shall
have the right to review and monitor the financial and service components of this Agreement by
whatever means are deemed expedient by the County. Such review/right to access may occur with
or without notice, and may include, but is not limited to, on-site inspection and inspection of all
records or other materials which the County deems pertinent to this Agreement and its
performance. Subrecipient shall preserve and maintain all financial records and records relating to
performance of this Agreement for six (6) years after termination or expiration, and shall make
them available for such review, within Pierce County, State of Washington,
upon reasonable request.
1.2. Subrecipient shall maintain written policy and procedural manuals for all services, information
systems, personnel, and accounting/finance in sufficient detail such that operations can continue
should staff changes or absences occur.
1.3. Subrecipient shall establish and maintain in conformance with applicable accounting laws,
regulations, and standards an accounting system that, at a minimum:
1.3.1. Adequately and separately identifies all funding sources and all application of funds
associated with providing the required services including, but not limited to, local, state,
and federal grants, fees, donations, federal funds, and all other funds, public or private.
1.3.2. Provides a means to gather fiscal data necessary to determine; a) the cost of a unit of
service; b) the bid price; and c) if funds were generated in excess of allowable costs.
1.3.3. Accurately identifies all costs incurred by Subrecipient, even when no revenue is received
from services.
1.4. Subrecipient shall maintain all records containing information pertaining to projects, contracts,
grants, or sub-grant awards, and all authorizations, obligations, non-obligated balances, assets,
outlays, liabilities, expenditures, and revenue.
1.5. Subrecipient shall maintain all books, records, documents, reports, and other evidence of
accounting procedures and practices which sufficiently and properly reflect all direct and indirect
costs of any nature expended in performance of this Agreement. Subrecipients shall maintain their
fiscal books, records, documents, and other data in a manner consistent with relevant generally
accepted accounting principles.
1.6. Upon reasonable request by County, Subrecipient shall provide to County any and all information,
data, and other reporting, to the fullest extent permitted by law, that is required by the County to
comply with federal, state, and local laws and to meet the County's reporting obligations.
1.7. In accordance with Agency Policy Directive Number FEM-2012-02, Policy to Assure the Competency
of Organizations Generating Environmental Measurement Data under Agency-Funded Assistance
Agreements, subrecipient shall maintain competency for the duration for the project period of this
agreement. This will be documented during the annual reporting process. A copy is available online
at http://www.epa.gov/fem/lab or a copy may be requested from contacting the County Project
Manager Barbara Ann Smolko barbaraann.smolko@piercecountywa.gov.
1.8. All geospatial data created must be consistent with Federal Geographic Data Committee (FGDC)
endorsed standards. Information on these standards may be found at wwww.fgdc.gov.
Subrecipient Agreement SC-111398 Page 9 of 24
2. AUDITS
2.1. Subrecipient shall submit to the County's fiscal representative an independent audit engagement
letter and satisfy the other conditions set forth below, as applicable:
2.1.1. Subrecipients that are required to have a Single Audit under 2 CFR 200 Subpart F must
submit a copy of the independent audit engagement letter to the County upon execution
of this Agreement.
2.1.2. When state funds are also to be paid under this Agreement, a Schedule of State Financial
Assistance must also be included.
2.1.3. Subrecipient shall inform the County's fiscal representative in advance of the date and
time of the independent auditor's exit interview with Subrecipient so that a County
representative can be present if the County so desires.
2.1.4. Subrecipient shall submit the independent Certified Public Accountant (CPA) auditor's
financial statement report, Single Audit reports and the management letter (collectively
referred to as "reports") to the County within thirty (30) calendar days following the
issuance of such reports. Further, Subrecipient shall:
2.1.4.1. Provide comments on any findings and recommendations in the reports,
including a plan for corrective action for any findings.
2.1.4.2. Make available working papers of the reports to County.
2.1.5. Subrecipient shall include all relevant audit requirements in any subcontracts.
2.2. When Subrecipient is a state or local government entity, the Office of the State Auditor will
conduct the audit.
2.3. Audits of non-profit organizations are to be conducted by a certified public accountant selected by
the Subrecipient in accordance with 2 CFR 200.509.
2.4. In the event Subrecipient's independent auditor does not provide the assurances necessary to
satisfy relevant legal audit requirements, County retains the right to request a full audit and
Subrecipient will be responsible for any and all costs incurred in order to provide the required audit
and assurances.
2.5. If Subrecipient receives an annual audit due to requirements other than stated in this Agreement,
Subrecipient shall submit all reports from these audits to the County's fiscal representative in
accordance with section 2.1.4 above.
2.6. For Subrecipients who are not required to obtain a Single Audit, County, at its discretion, may
require the Subrecipient to obtain an independent review or an independent audit, at the
Subrecipient's expense, conducted by an independent CPA. A Single Audit requirement may also
apply.
EXHIBIT D—GENERAL TERMS& CONDITIONS
1. Future Non-Allocation of Funds. Notwithstanding any other terms of this Agreement, if sufficient funds
are not appropriated or allocated for payment under this Agreement for any future fiscal period, the
County will not be obligated to make payment for services of amounts after the end of the fiscal period
Subrecipient Agreement SC-111398 Page 10 of 24
through which funds have been appropriated and allocated, unless authorized by County ordinance. No
penalty or expense shall accrue to the County in the event this provision applies.
2. Amendments. All amendments to this Agreement shall be in writing and approved by County.
3. Insurance and Bond. The insurance coverages specified in this paragraph are required.
The Contractor shall, at the Contractor's own expense, procure and maintain for the duration of this
contract, with an insurance carrier authorized or eligible under RCW Chapter 48.15 to do business in the
State of Washington, the minimum coverages as outlined below:
3.1. Commercial General Liability (CGL): CGL on an "occurrence" basis, including products and
completed operations, property damage, bodily injury and personal & advertising injury with limits
no less than $1,000,000 per occurrence.
3.2. Automobile Liability: ISO form CA 0001 covering, Code 1 (any auto), or if Contractor has no owned
autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily
injury and property damage.
3.3. Professional Liability (Errors and Omissions): If the scope of services delivered pursuant to this
contract involve professional services by a licensed professional or require professional standards
of care, Professional Liability coverage with a limit no less than $1,000,000 per occurrence or claim,
$2,000,000 aggregate is required.
3.4. Workers Compensation: As statutorily required by the State of Washington.
3.5. Employers' Liability or Stop Gap Coverage: Employers' Liability with limits not less than $1,000,000
or an endorsement on the General Liability policy providing Stop Gap Coverage.
If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, Pierce
County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the
Contractor.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
Pierce County, its officers, officials, employees, and volunteers are to be covered as additional insureds
on all required policies with the exception of Professional Liability and Workers' Compensation. Pierce
County requires a copy of the additional insured policy endorsement.
Primary Coverage
For any claims related to this contract, the Contractor's insurance coverage shall be primary and non-
contributory. Coverage for commercial liability shall be at least as broad as ISO CG 20 0104 13 as respects
Pierce County, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained
by Pierce County, its officers, officials, employees, or volunteers shall be excess of the Contractor's
insurance and shall not contribute with it. This requirement shall also apply to any Excess policies.
Umbrella or Excess Policy
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this
agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or
Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to,
Subrecipient Agreement SC-111398 Page 11 of 24
primary and non-contributory, additional insured, Self-Insured Retentions (SIRS), indemnity, and defense
requirements. The Umbrella or Excess policies shall be provided on a true "following form" or broader
coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability
insurance. No insurance policies maintained by Pierce County, whether primary or excess, and which also
apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor's
primary and excess liability policies are exhausted.
Notice of Cancellation
In the event of nonrenewal, or cancellation of, or material change that would impact the Contractor's
ability to comply with the insurance coverage required, forty-five (45) days written notice will be furnished
to Pierce County prior to the date of, change or nonrenewal, such notice shall be sent to the Pierce County
Risk Manager.
Waiver of Subrogation
Contractor hereby grants to Pierce County a waiver of any right to subrogation which any insurer of said
Contractor may acquire against Pierce County by virtue of the payment of any loss under such insurance.
Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation,
but this provision applies regardless of whether or not Pierce County has received a waiver of subrogation
endorsement from the insurer.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by Pierce County. Any and all deductibles and
SIRs shall be the sole responsibility of Contractor and shall not apply to the Indemnified Additional Insured
Parties. Pierce County reserves the right to obtain a copy of any policies and endorsements for verification.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the State of Washington with a
current A.M. Best's rating of no less than A: VII.
Occurrence and Claims Made Policies
Each insurance policy shall be written on an "occurrence" form; except that insurance on a "claims made"
form may be acceptable with prior approval by the Pierce County Risk Manager.
If any of the required policies are approved by the Pierce County Risk Manager to provide coverage on a
claims-made basis:
1. The Retroactive Date must be shown and must be before the date of the contract or the beginning
of contract work.
2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years
after completion of the contract of work. This requirement may be amended by the Pierce County Risk
Manager.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form
with a Retroactive Date prior to the contract effective date, the Contractor must purchase "extended
reporting" coverage for a minimum of five (5) years after completion of contract work.
Verification of Coverage
Subrecipient Agreement SC-111398 Page 12 of 24
Contractor shall furnish Pierce County Risk Management with original certificates and amendatory
endorsements, or copies of the applicable policy language effecting coverage required by this clause
and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all
policy endorsements. All certificates and endorsements and copies of the Declarations &
Endorsements pages are to be received and approved by Pierce County Risk Management before work
commences. However, failure to obtain the required documents prior to the work beginning shall not
waive the Contractor's obligation to provide them. Pierce County reserves the right to require
complete, certified copies of all required insurance policies, including endorsements required by these
specifications, at any time. Pierce County reserves the right to modify these requirements, including
limits, based on the nature of the risk, prior experience, insurer, coverage, or other special
circumstances.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the
requirements stated herein, and Contractor shall ensure that Pierce County is an additional insured on
insurance required from subcontractors.
Special Risks or Circumstances
Pierce County reserves the right to modify these requirements, including limits, based on the nature of
the risk, prior experience, insurer, coverage, or other special circumstances. Any modification to these
requirements shall be made in writing, by a mutually agreed amendment signed by both parties.
Pierce County shall have no obligation to pay premiums.
Pierce County shall have no obligation to report occurrences unless a claim has been properly filed
pursuant to relevant provisions in the Revised Code of Washington (RCW).
4. Defend, Hold Harmless and Indemnity.
4.1. Subrecipient, and its officers, agents, employees, subcontractors, and/or consultants, agree to
defend, indemnify and save harmless County and its appointed and elective officers and
employees, from and against all loss or expense including, but not limited to,judgments,
settlements, attorney's fees and costs by reason of any and all claims and demands upon the
County, and its elected or appointed officials or employees, for damages because of personal or
bodily injury, including death, at any time resulting therefrom, sustained by any person or persons,
or on account of damage to property, including loss of use thereof, whether such injury to persons
or damage to property is due to the negligence of the Subrecipient, its officers, agents, employees,
subcontractors, and/or consultants, successor or assigns, or the County, or its appointed or elected
officers, employees or agents, except only such injury or damage as shall have been occasioned by
the sole negligence of the County, or its appointed or elected officials or employees.
4.1.1. The preceding section (4.1) is valid and enforceable only to the extent of Subrecipient's
negligence where the damages arise out of services or work in connection with or
collateral to, a contract or agreement relative to construction, alteration, repair, addition
to, subtraction from, improvement to, or maintenance of, any building, highway, road,
railroad, excavation, or other structure, project, development, or improvement attached
to real estate, including moving and demolition in connection therewith, a contract or
agreement for architectural, landscape architectural, engineering, or land surveying
services, or a motor carrier transportation contract and where the damages are caused by
Subrecipient Agreement SC-111398 Page 13 of 24
or result from the concurrent negligence of(i) the County or its agents or employees, and
(ii) the Subrecipient or the Subrecipient's agents or employees.
4.2. With respect to performance of this Agreement and as to claims against the County, its officers,
agents and employees, Subrecipient expressly waives its immunity under RCW 51, the Industrial
Insurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend
and hold harmless provided in this Agreement extend to any claim brought by or on behalf of any
employee of Subrecipient. This waiver is mutually negotiated by the parties to this Agreement.
4.3. In addition to any other remedy authorized by law, County may retain so much of the money
otherwise due Subrecipient as deemed necessary by the County to ensure indemnification until
disposition has been made of such suits or claims subject to the provisions of this section.
4.4. No liability shall attach to the County by reason of entering into this Agreement, except as
expressly provided herein.
4.5. Capital Projects
4.5.1. Subrecipient shall bear sole responsibility for damage to completed portions of the project
and to property located off the project caused by erosion, siltation, run-off, or other
related items arising during construction of the project.
4.5.2. Subrecipient shall also bear sole responsibility for any pollution of rivers, streams, ground
water, or other waters which may occur as a result of construction operations.
4.5.3. Subrecipient shall exercise all necessary precautions throughout the life of the project to
prevent pollution, erosion, siltation, and damage to property.
S. Non-Discrimination.
5.1. During the performance of this Agreement, Subrecipient shall comply with federal, state, and local
laws including, but not limited to:
5.1.1. Section 703, Titles VI and VII of the Civil Rights Act of 1964 [42 U.S.C. 2000d et seq.], the
Civil Rights Act of 1991 [42 U.S.C. 1981],
5.1.2. The Americans with Disabilities Act of 1990 (ADA) [42 U.S.C. 12101 et seq.],
5.1.3. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 [42 U.S.C. 3601 et seq.]
5.1.4. Sections 503 and 504 of the Rehabilitation Act of 1973 [29 U.S.C. 793 and 794], the Age
Discrimination in Employment Act of 1967 [29 U.S.C. 621],
5.1.5. The Age Discrimination Act of 1975 [42 U.S.C. 6102],
5.1.6. The Vietnam Era Veterans Readjustment Assistance Act of 1974 [38 U.S.C. 2011],
5.1.7. Any relevant Executive Order (E.O.) issued by the President of the United States,
5.1.8. The Washington State Law Against Discrimination [Chapter 49.60 RCW], and
5.1.9. Any related provisions of the Code of Federal Regulations (CFR), Washington
Administrative Code (WAC) and Revised Code of Washington (RCW), or any subsequent
amendments to these provisions.
5.2. Requirements of County's Equal Employment Opportunity Policy are incorporated by reference to
this Agreement and include, but are not limited to, the following:
5.2.1. Subrecipient shall not discriminate against any employee or applicant for employment,
nor conduct any unlawful employment practices because of race, color, religion, creed,
Subrecipient Agreement SC-111398 Page 14 of 24
national origin, sex, sexual orientation, age, marital status, veteran status, the presence of
any sensory, mental, or physical disability, or the use of a trained guide dog or service
animal by a disabled person. This requirement does not apply, however,to a religious
corporation, association, or educational institution with respect to the employment of
individuals of a particular religion to perform work connected with the operation of such
corporation, association, or educational institution, in pursuit of its activities.
5.2.2. Subrecipient will, in all solicitations or advertisements for employees placed by or on
behalf of Subrecipient, state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, creed, national origin, sex, sexual
orientation, age, marital status, veteran status, or the presence of any sensory, mental, or
physical disability, genetic information, or the use of a trained guide dog or service animal
by a disabled person. For newspaper advertisements, Subrecipient may state that
Subrecipient is an Equal Opportunity Employer, instead of using the longer qualification.
5.2.3. Subrecipient will not, on the basis of race, color, religion, creed, national origin, sex, age,
disability, sexual orientation, marital status, or veteran status:
5.2.3.1. Deny an eligible individual any services or other benefits provided under this
Agreement, or any subcontracts awarded pursuant to this Agreement.
5.2.3.2. Provide any services or other benefits to an individual which are different or are
provided in a different manner from those provided to others under this
Agreement or any subcontracts awarded pursuant to this Agreement.
5.2.3.3. Subject an individual to unlawful segregation or separate treatment, or unlawful
discriminatory treatment in any manner related to the receipt of any services
and/or the use of the Subrecipient's facilities, or other benefits provided under
this Agreement; nor
5.2.3.4. Deny any individual an opportunity to participate in any service provided by this
Agreement or afford an opportunity to do so which is different from that
afforded others under this Agreement. In determining: (i) the types of service or
the benefits to be provided; (ii) the class of individuals to whom, or the situation
in which, such services or other benefits will be provided; or (iii) the class of
individuals to be afforded an opportunity to participate in any service or other
benefits; the Subrecipient will not utilize criteria or methods of administration
which have the effect of subjecting individuals to discrimination because of their
race, color, religion, creed, national origin, sex, sexual orientation, age, marital
status, veteran status, or the presence of any sensory, mental, or physical
disability, or the use of a trained guide dog or service animal by a disabled
person.
5.2.4. As required by Title II/III of the ADA regarding places of public accommodation,
Subrecipient will ensure equal opportunity for individuals with disabilities to receive
services. Subrecipient will make reasonable modifications to policies, practices, and
procedures that deny equal access to individuals with disabilities.
6. Religious Activities. In accordance with the First Amendment of the United States Constitution and with
Article 1, Section 11 of the Washington State Constitution, as a general rule, funds received under this
Agreement may not be used for religious activities. The following restrictions and limitations apply to the
use of funds provided by County under this Agreement:
Subrecipient Agreement SC-111398 Page 15 of 24
6.1. Subrecipient may not engage in inherently religious activities, such as worship, religious
instruction, or proselytization as part of the services funded under this Agreement.
6.2. Subrecipient may engage in inherently religious activities, but such activities must be separated in
time or place from the services provided to beneficiaries under this Agreement and participation in
such activities by individuals to receive services under this Agreement must be voluntary.
6.3. In performance of this Agreement, Subrecipient shall not discriminate against an individual
beneficiary or a prospective beneficiary of services on the basis of religion or religious belief.
7. Drug-Free Workplace. Subrecipient shall maintain a written drug-free workplace policy in accordance with
45 CFR Part 76, notifying employees that the possession or use of a controlled substance is prohibited in
the workplace, and specifying the actions which will be taken against employees for any violation of the
policy. The policy shall be developed and prominently posted as soon as practically possible, but no later
than sixty (60) calendar days after the effective date of this Agreement.
8. Payment of Taxes. Subrecipient shall pay all federal, state, and local taxes incurred by Subrecipient.
Subrecipient shall require payment of all federal, state, and local taxes incurred by any of its subrecipients,
contractors, consultants, and agents who are paid from funds provided under this Agreement or act in
furtherance of this Agreement. Satisfactory performance of this section (8) is a condition precedent to
payment by the County under this Agreement.
9. Independent Contractor Relationship. Subrecipient and County are and shall at all times be deemed
independent contractors. Nothing herein shall be construed as creating the relationship of employer and
employee, or principal and agent, between Subrecipient and County and the County or any of the
Subrecipient's employees or agents. Subrecipient and County shall each retain all authority for services
rendered, standards of performance, control of personnel, and other matters incident to the performance
of services by Subrecipient and County, respectively, pursuant to this Agreement.
10. Assignability. No portion of this Agreement may be assigned to any other individual, firm, or entity
without the prior express written approval of County.
11. No Third-Party Beneficiary. County does not intend by this Agreement to assume any contractual
obligations to anyone other than Subrecipient, and Subrecipient does not intend by this Agreement to
assume any contractual obligations to anyone other than County. County and Subrecipient do not intend
that there be any third-party beneficiary to this Agreement.
12. Severability. In the event any term or condition of this Agreement, or application thereof to any person or
circumstance 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.
13. Debarment. Subrecipient shall assure that its officers, agents, subcontractors, and consultants shall not
fund, Agreement with, or engage the services of any consultant, subcontractor, supplier, or other party
who is debarred, suspended, or otherwise ineligible to receive funds. Subrecipient certifies that
Subrecipient is not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participating in the Agreement by any federal department or agency. If
requested by County, Subrecipient shall complete a certification to the terms of this section (13).
14. Dispute Resolution. Differences between Subrecipient and County arising under this Agreement shall be
brought to the attention of the County at the earliest possible time in order that such matters may be
settled, or other appropriate action may be promptly taken. Subrecipient and County shall meet and
confer in good faith for the purpose of reaching a mutually satisfactory resolution of the dispute within
fifteen (15) days of the date delivered or mailed postage paid to the County address identified on page one
(1) of this Agreement, of said request.
Subrecipient Agreement SC-111398 Page 16 of 24
15. Suspension &Termination.
15.1. County may, upon written notice to Subrecipient, immediately suspend or terminate this
Agreement in whole or in part or withhold any payment to Subrecipient in whole or in part,
whenever County, in its sole discretion, determines that such suspension or termination is in the
County's interests. This includes, without limitation, the occurrence of any one or more of the
following:
15.1.1. Expected or actual funding from the state, federal government, or other source(s) is
withdrawn, reduced, or limited in any manner after the effective date of this Agreement
and prior to its normal completion.
15.1.2. Performance of this Agreement is rendered unfeasible or impossible for any reason.
15.1.3. Subrecipient fails to comply with any of the terms or conditions of this Agreement or
when Subrecipient fails to substantiate Subrecipient's compliance with this Agreement
when requested to do so by County.
15.1.4. Subrecipient uses Agreement funds improperly or illegally.
15.1.5. Subrecipient provides materials, information, reports or documentation which are
incomplete, incorrect, or false, either knowingly or negligently.
15.1.6. Subrecipient fails to provide services, information, reports, or documentation required by
this Agreement in a timely and reasonable manner.
15.1.7. Subrecipient fails to resolve in a timely fashion audit finding(s) associated with this
Agreement which could materially impact performance of this Agreement.
15.1.8. Subrecipient is unable to carry out the terms and conditions of this Agreement in
compliance with applicable federal, state, or local law; or
15.1.9. Any illegal act by Subrecipient.
15.2. Whenever the Agreement is terminated in accordance with the above (section 15.1), Subrecipient
shall be entitled to reimbursement for appropriate, approved, and eligible costs actually incurred
by Subrecipient and supported by appropriate documentation prior to termination. Termination of
this Agreement by County at any time during its term, whether for default or convenience, shall not
constitute a breach by County.
15.3. County's forgiveness of Subrecipient's nonperformance of any provision of this Agreement in one
(1) instance does not constitute a waiver of any provision of this Agreement, nor of future
nonperformance of the same provision.
15.4. If Subrecipient receives a notice of termination from County, Subrecipient shall:
15.4.1. Cease performance under this Agreement to the extent specified in the notice of
termination.
15.4.2. Place no further orders or agreements for goods, services, or facilities to complete the
performance now terminated.
15.4.3. Assign to County all of Subrecipient's rights, title, and interest under the orders and
agreements placed by Subrecipient to complete the performance now terminated.
15.4.4. Deliver or convey title to:
15.4.4.1. Any property produced by the work terminated.
15.4.4.2. Any usable personal property in which County has a secured interest.
Subrecipient Agreement SC-111398 Page 17 of 24
15.4.4.3. Any usable property carried on the County's inventory.
15.4.4.4. Any real property in which County, or any entity names by County, has a secured
interest.
15.4.5. Send a final request for reimbursement, supported by appropriate documentation, for the
performance now terminated to County within thirty (30) calendar days of the date of
termination.
15.5. Upon termination, County will:
15.5.1. Arrange to take delivery of property or the right, title, or interest of real property
conveyed by Subrecipient in conjunction with this Agreement; and
15.5.2. Make final payment upon receipt of final billings for all authorized services, if Subrecipient
has provided documentation that County's interests are fully protected.
15.6. The rights and remedies in this section (15) are in addition to any other rights and remedies
provided by law or under this Agreement.
16. Close-Out. Subrecipient shall submit to County no later than 30 calendar days after the end of the period
of performance of this Agreement all financial, performance, and other reports as required by this
Agreement.
17. E-Verify Participation. Subrecipient shall comply with Pierce County Code 2.106.022, as applicable. Pierce
County requires that all businesses which contract with the County for contracts more than $25,000 and of
duration longer than 120 days, and are not specifically exempted by PCC 2.106.022, be enrolled in the
Federal E-Verify Program. The requirement extends to every subrecipient meeting the same criteria. The
subrecipient must provide certification of enrollment in the Federal E-Verify program to the County. The
subrecipient will remain enrolled in the program for the duration of the Agreement. The subrecipient is
responsible for verification of every applicable subrecipients. The County reserves the right to require a
copy of the Memorandum of Understanding between the subrecipient(s) and the Department of
Homeland Security upon request at any time during the term of the Agreement. Failure to provide this
document could result in suspension of the project.
The Federal E-Verify Program is a web-based application that can be accessed at: www.dhs.gov/everify.
18. Proprietary Software. In the event Subrecipient accesses County's proprietary software applications to
perform any work under this Agreement, Subrecipient shall read and agree to the terms and conditions of
the software license agreement, and shall not violate the terms and conditions of the software license
agreement including, but not limited to:
18.1. The use of the software application shall be restricted to employees or subcontractors.
18.2. The Subrecipient shall not "pirate" or reverse engineer the software application; and/or
18.3. Otherwise use the application in anyway that may harm the County.
19. Subrecipient Assets.
19.1. Title to all property furnished by Subrecipient in performance of this Agreement shall remain with
the regulating authority; and title to all property furnished by the County in performance of this
Agreement shall remain with County.
Subrecipient Agreement SC-111398 Page 18 of 24
19.2. Subrecipient shall obtain prior written approval by County when purchasing nonexpendable
personal property if the cost of the personal property is to be reimbursed as a direct item of cost
under this Agreement. This approval may be accomplished by inclusion in the Agreement Budget.
19.3. Title of all non-expendable personal property purchased by Subrecipient, the cost of which
Subrecipient is reimbursed as a direct item of cost under this Agreement, shall pass to and vest in
the County upon acceptance of such property by the Subrecipient.
19.4. Non-expendable personal property purchased by Subrecipient under the terms of this Agreement,
in which title is vested in the County, shall not be rented, loaned, or otherwise passed to any
person, partnership, corporation, association, or organization without the prior express written
approval of the County.
19.5. Any non-expendable personal property furnished to, or purchased by, Subrecipient, title to which is
vested in the County shall, unless otherwise provided herein or approved by the County, be used
only for the performance of this Agreement.
19.6. As a precedent to reimbursement for the purchase of non-expendable personal property, title to
which shall be vested in the County, Subrecipient agrees to provide all necessary information and
documents in order for the County to execute such security agreements and other documents as
shall be necessary for the County to protect its interest in such property in accordance with the
Uniform Commercial Code as codified in Title 62A RCW.
19.7. The Subrecipient shall be responsible for any loss or damage to property of the County, including
all expenses resulting from such loss or damage, which results from negligence, willful misconduct,
or lack of good faith on the part of the Subrecipient, or which results from the failure on the part of
the Subrecipient to maintain and administer the property in accordance with sound management
practices. Furthermore, the Subrecipient shall ensure that all County property in its possession,
when returned to the County, shall be in a like condition to that in which it was when furnished to
the Subrecipient or the condition in which the property was when acquired by the Subrecipient
through purchase, except that in all cases, reasonable wear and tear shall be allowed.
19.8. Within three (3) calendar days of discovery of loss or destruction of or damage to County property,
Subrecipient shall notify the County in writing and include appropriate documentation (i.e., police,
fire, or accident reports). Subrecipient shall take all reasonable steps to protect that property from
further damage.
19.9. Within five (5) working days after termination, or completion of this Agreement, unless otherwise
mutually agreed in writing between Subrecipient and County, Subrecipient shall surrender to
County all property of the County.
19.10. County may, at its discretion, abandon in place any property in which title is vested in the County
under the terms of this Agreement insofar as permitted by law, rule, or regulation.
19.11. Non-expendable personal property acquired by the Subrecipient, the cost of which is reimbursed
by the County or the Subrecipient with funds provided through this Agreement, shall be subject to
the same constraints, procedures, treatment, handling, disposition, and other matters as specified
above. The Subrecipient shall take all steps necessary to ensure that the interest of the County in
such property shall be protected and safeguarded.
19.12. Subrecipient will maintain property record cards and property identification tabs as may be
directed by the County. This applies only to property purchased with federal, state, and/or County
funds specifically designated for such purchase.
Subrecipient Agreement SC-111398 Page 19 of 24
20. Licensing and Accreditation Standards. Subrecipient agrees to comply with all applicable federal, state,
and local licensing requirements, all applicable accrediting or certification standards, and any other
standards or criteria established by County to ensure quality of services, and to supply proof of said
compliance upon demand.
21. Data Security. Subrecipient agrees to abide by and maintain adequate data security measures consistent
with applicable laws and regulations and industry standards and best practices. The subrecipient agrees
that when collecting and managing environmental data under this agreement it will comply under 2 CFR
200.331(d).
22. Confidentiality. Subrecipient, its employees, subcontractors, consultants, and their employees shall
maintain the confidentiality of all confidential information provided by County in performance of this
Agreement. Confidential information shall be subject to Chapter 42.56 RCW and Chapter 70.02 RCW, as
well as other applicable Federal and State Laws and rules governing confidentiality.
23. Improper Influence. Subrecipient and County warrant that each did not and will not employ, retain, or
Agreement with any person or entity on a contingent compensation basis for the purpose of seeking,
obtaining, maintaining, or extending this Agreement. Each agrees, warrants, and represents that no
gratuity whatsoever has been or will be offered or conferred with a view towards obtaining, maintaining,
or extending this Agreement.
24. Conflict of Interest and Code of Conduct. County may, in its sole discretion, by written notice to
Subrecipient, terminate this Agreement if it is found, after due notice and examination by County or its
agent that there is a violation of chapter 42.23 RCW, or any similar statute involving the Subrecipient in
the procurement of, or performance of this Agreement. In the event this Agreement is terminated as
provided above, County shall be entitled to pursue the same remedies against Subrecipient as it could
pursue in the event of a breach of this Agreement by Subrecipient. The rights and remedies of County
provided for in this section (24) shall not be exclusive and are in addition to any other rights and remedies
provided by this Agreement or law. The existence of facts upon which County makes a determination
under this section (24) shall be an issue and may reviewed as provided in the Dispute Resolution section
(14) above.
25. Applicable Law and Venue. This Agreement shall be governed, construed, and interpreted according to
the laws of the State of Washington. In the event either Subrecipient or County deems it necessary to
institute legal action or proceedings to enforce any right or obligation under this Agreement, Subrecipient
and County agree that any such action or proceedings shall be brought in Pierce County Superior Court.
Subrecipient and County shall be responsible for their own attorney's fees and costs.
26. Survivability. The terms and conditions contained in the Agreement that by their sense and context are
intended to survive the expiration of this Agreement shall so survive.
27. Waiver. Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or
subsequent breach. No term or condition of this Agreement shall be held to be waived, modified, or
deleted except by an instrument, in writing, signed by Subrecipient and County.
28. Entire Agreement. This written Agreement represents the entire Agreement between the Subrecipient
and County and supersedes any prior oral statements, discussions, or understandings between
Subrecipient and County.
EXHIBIT E—FEDERAL TERMS & CONDITIONS
Subrecipient Agreement SC-111398 Page 20 of 24
1. Without limitation as otherwise set forth in this Agreement, Subrecipient shall comply with all relevant
Catalog of Federal Domestic Assistance (CFDA) Listing Requirements, as amended and supplemented.
Specifically, but not by way of limitation, CFDA 21.027 has the following policy requirements:
1.1. 31 CFR Part 35, as amended by the Interim final rule published May 17, 2021, at 26786 FR Vol. 86,
No. 93. or otherwise subsequently amended by Final Rule.
1.2. 2 CFR Part 200, including Subparts B through F
1.2.1. Additional Information: The following 2 CFR Policy requirements also apply to this
assistance listing: 2 CFR Part 25, Universal Identifier and System for Award Management; 2
CFR Part 170, Reporting Subaward and Executive Compensation Information; and 2 CFR
Part 180, OMB Guidelines to Agencies on Governmentwide Debarment and Suspension
(Non-procurement). The following 2 CFR Policy requirements are excluded from coverage
under this assistance listing: For 2 CFR Part 200, Subpart C, the following provisions do not
apply to the SLFRF program: 2 CFR § 200.204 (Notices of Funding Opportunities); 2 CFR §
200.205 (Federal awarding agency review of merit of proposal); 2 CFR § 200.210 (Pre-
award costs); and 2 CFR § 200.213 (Reporting a determination that a non-Federal entity is
not qualified for a Federal award). For 2 CFR Part 200, Subpart D, the following provisions
do not apply to the SLFRF program: 2 CFR § 200.308 (revision of budget or program plan);
2 CFR § 200.309 (modifications to period of performance); CFR § 200.305 (b)(8) and (9)
(Federal Payment).
2. Without limitation as otherwise set forth in this Agreement, Subrecipient shall ensure that any
procurement involving funds authorized by this Agreement complies with all applicable federal, state, and
local laws and regulations, including but not limited to 2 CFR 200.318 through 200.327, as well as Appendix
II to 2 CFR Part 200 (entitled "Agreement Provisions for Non-Federal Entity Contracts Under Federal
Awards").
3. The subrecipient agrees to comply with the current EPA general terms and conditions at:
https://www.epa.gov/system/files/documents/2022-
09/fy 2022 epa general terms and conditions effective october 1 2022 or later.pdf
4. Will comply with the Animal Welfare Act of 1966 (P.L. 89-544), as amended, 7 USC 2131-2156 as well as
the U.S Government Principles for the Utilization and Care of Vertebrate Animals used in Testing,
Research, and Training (Federal Register 50(97):20864-20865. May 20, 1985).
5. Will comply with the Personal Responsibility and Work Opportunity Reconciliation Act (PRWORA) of 1996
(PL 104-193).
6. Will comply with the Intergovernmental Personnel Act of 1970 (42 U.S.C. 4728-4763).
7. Will comply with the Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition
Policies Act of 1970 (P.L. 91-646).
8. Will comply with the Hatch Act (5 U.S.C. 1501-1508 and 7321-7328).
9. Will comply with the Davis Bacon Act (40 U.S.0 276a to 276a-7), The Copeland Act (40 U.S.C. 276c and 18
U.S.C. 874), and the Safety Standards Act (40 U.S.0 327-333).
10. Will comply with the National Environmental Policy Act of 1969 (P.L. 91-190) and Executive Order (EO)
11514, 11738, 11990, 1198.
11. Will comply with the Coastal Zone Management Act of 1972 (16 U.S.C. 1451 et seg0; conformity of Federal
actions to State (Clear Air) Implementation Plans under section 176(c) of the Clear Air Act of 1955, as
Subrecipient Agreement SC-111398 Page 21 of 24
amended (42 U.S.C. 7401 et seq); protection of underground sources of drinking water under the Safe
Drinking Water Act of 1974, as amended, (P.L. 93-523); and protection of endangered species under the
Endangered Species Act of 1973 as amended, (P.L. 93-205).
12. Will comply with the Wild Scenic Rivers Act of 1968 (16 U.S.C. 1721 et seq.).
13. Will comply with section 106 of the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470)
and the Archaeological and Historic Preservation Act of 1974 (16 U.S.C. 469a-1 et seq.)
14. Will comply with P.L. 93-348 regarding the protection of human subjects involved in research,
development, and related activities.
15. Will comply with the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.).
Subrecipient Agreement SC-111398 Page 22 of 24
Byrd Anti-Lobbying Amendment Compliance and Certification Form
The following certification regarding payments to influence certain federal transactions are made per the
provisions contained in FAR 52.203-11 and 52.203-12 and 31 U.S.C. 1352.
1. FAR 52.203-12, "Limitation on Payments to Influence Certain Federal Transactions" is hereby
incorporated by reference into this certification.
2. Authorized Official of Subrecipient, on behalf of Subrecipient, hereby certifies to the best of his or her
knowledge and belief that:
a) No Federal appropriated funds have been paid or will be paid to any person for influencing or
attempting to influence an officer or employee of any agency, a Member of Congress, an officer
or employee of Congress, or an employee of a Member of Congress on his or her behalf in
connection with the awarding of any Federal Agreement, 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 Agreement, grant, loan, or
cooperative agreement.
b) If any funds other than Federal appropriated funds (including profit or fee received under a
covered Federal transaction) have been paid, or will be paid, to any person for influencing or
attempting to influence an officer or employee of any agency, a Member of Congress, and officer
or employee of Congress, or an employee of a Member of Congress on his or her behalf in
connection with this solicitation, Authorized Official of Subrecipient shall complete and submit,
along with the execution of this Agreement, OMB standard form LLL, Disclosure of Lobbying
Activities, to County; and
c) Authorized Official of Subrecipient will include the language of this Certification in all agreements
with its subrecipients, contractors, consultants, and agents who are paid from funds provided
under this Agreement or act in furtherance of this Agreement, as applicable in accordance with
relevant federal law and regulations as may be amended and supplemented.
3. This certification is a material representation of fact upon which reliance is placed when this Agreement
was made or entered into. Submission of this certification is a prerequisite for making or entering into
this Agreement imposed by section 31 U.S.C. 1352. Any person making an expenditure prohibited under
this provision or who fails to file or amend the disclosure form to be filed or amended by this provision,
shall be subject to a civil penalty of not less than $10,000, and not more than $100,000, for each such
failure.
Ev
DocuSign/e ld1by:
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Signature of Subrecipient's Authorized Official
David Windom
Name of Subrecipient's Authorized Official
12/3/2024
Date
Subrecipient Agreement SC-111398 Page 23 of 24
EXHIBIT F—SUBAWARD INFORMATION
Subrecipient Name: Mason County Public Health
Subrecipient Unique Identifier (SAM): ZLQHKM7CHCF3
Federal Award Identification Number (FAIN): PC-01J89801-1
Federal Award Date: 5/31/2022
Subaward Period of Performance Start and End Date: 12/1/2024 through 1/31/2027
Subaward Budget Period Start and End Date: 12/1/2024 through 1/31/2027
Amount of Federal Funds Obligated: $248,000.00
Total Amount of Federal Funds Obligated to Subrecipient $248,000.00
(including the current financial obligation):
Total Amount of Federal Funds Committed to Subrecipient: $248,000.00
Federal Award Project Description: Provide new round of funding from Shellfish
Strategic Initiative 2.0.
Name of Primary Awarding Entity: United States Environmental Protection
Agency
Name of First Pass Through Entity: Washington State Department of Health
Contact Information for Pierce County: Tina Basil, Contract & Monitoring Manager,
(253) 798-2426,
tina.basil@piercecountywa.gov
CFDA Number: 66.123
CFDA Program Title: Puget Sound Action Agenda: Technical
Investigations & Implementation Assistance
Program
Research and Development: No
Indirect Cost Rate: 10%
Subrecipient Agreement SC-111398 Page 24 of 24