Approve amended Subrecipient Agreement with Lewis County Water District #1 for Water Reservoir project BEFORE THE BOARD OF COUNTY COMMISSIONERS
LEWIS COUNTY, WASHINGTON
IN THE MATTER OF: RESOLUTION NO. 22-041
APPROVE AN AMENDED SUBRECIPIENT
AGREEMENT BETWEEN LEWIS COUNTY WATER
DISTRICT #1 AND LEWIS COUNTY FOR THE NEW
WATER RESERVOIR PROJECT TO FURTHER
DEFINE CONTRACT ADMINISTRATION
RESPONSIBILITIES AND AMEND THE PROJECT
BUDGET
WHEREAS, the Board of County Commissioners (BOCC) approved a Subrecipient
Agreement between Lewis County Water District #1 and Lewis County to
accomplish the Scope of Work for the New Water Reservoir project on December
14, 2021, Resolution 21-440; and
WHEREAS, it is necessary to amend the agreement to further define the contract
administration responsibilities and to amend the project budget as stated; and
WHEREAS, the pass-through amount stated in Section 4. Budget of the
agreement is amended to read $894,000; however, no change of funding is
attached to this amendment; and
WHEREAS, it appears to be in the best public interest to authorize the execution
of the amendment to the Subrecipient Agreement between Lewis County Water
District #1 and Lewis County.
NOW THEREFORE BE IT RESOLVED that the amended Subrecipient Agreement
between Lewis County and Lewis County Water District #1 for the New Water
Reservoir project is hereby approved and the Director of Public Works is
authorized to sign the same.
DONE IN OPEN SESSION this 15th day of February, 2022.
Page 1 of 2 Res. 22-041
APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS
Jonathan Meyer, Prosecuting Attorney LEWIS COUNTY, WASHINGTON
Amber Smith Lindsey R. Pollock, DVM
By: Amber Smith, Lindsey R. Pollock, DVM, Chair
Deputy Prosecuting Attorney
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ATTEST: ••c, v of?sy•, Absent
5;ean D. Swope, Vice Chair
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Rieva Lester F.:s ''=`-° .\••• F. Lee Grose
Rieva Lester, F. Lee Grose, Commissioner
Clerk of the Lewis County Board of
County Commissioners
Page 2 of 2 Res. 22-041
ATTACHMENT 18-C (1)
SUBRECIPIENT AGREEMENT
BETWEEN
Lewis County AND Lewis County Water District #1
This Agreement is made between Lewis County(herein called the Local Government) and Lewis County
Water District#1 (herein called Subrecipient)for the New Water Reservoir project (herein called the
Project).
As the Washington State Department of Commerce (Commerce) is authorized by the federal
Department of Housing and Urban Development(HUD)to provide funds to units of local government
selected to undertake and carry out projects under the Washington State Community Development
Block Grant (CDBG) Program in compliance with all applicable local, state, and federal laws, regulations
and policies; and
As the Local Government has applied for and received a CDBG award, contract number 21-62210-032
(CFDA 14.228),to fund the Project with Federal Award Identification Number(FAIN) B-21-DC-53-0001;
and
As it benefits the Local Government to engage the Subrecipient to accomplish the Scope of Work and
the objectives of the local CDBG project;
The parties agree that:
1. SCOPE OF SERVICES
A. Local Government Responsibilities
The Local Government is responsible for administration of the CDBG contract, and ensuring CDBG
funds are used in accordance with all program requirements [(24 CFR 570.501(b)] and its CDBG
contract with Commerce referenced above.The Local Government will provide such assistance
and guidance to the Subrecipient as may be required to accomplish the objectives and conditions
set forth in this Agreement.
The Local Government is responsible for completing the following tasks to accomplish the
objectives of the Project:
Principal Tasks
• General Administration, including:
o Attendance at CDBG grant management webinars;
o Review and execution of the CDBG contract;
o Establishment of CDBG files and record keeping;
o Processing and tracking grant payment requests and receipts from subrecipient;
o Subrecipient oversight and monitoring;
o Compliance with civil rights activities; and
o Grant close-out activities, including conducting final CDBG public hearing to review
project performance.
Page 1 of 12
ATTACHMENT 18-C(2)
• Ensure labor standards compliance.
• Serve as Responsible Entity and the federally-designated official on CDBG NEPA
determinations.
• Monitor grant activities at least quarterly;
• Submit closeout report to Commerce.
B. Subrecipient Responsibilities
The Subrecipient will complete in a satisfactory and proper manner as determined by the Local
Government the following tasks to accomplish the objectives of principally benefiting low-and
moderate-income persons. The Subrecipient will periodically meet with the Local Government to
review the status of these tasks.
Principal Tasks
• Complete checklists and provide documentation for Local Government to make a
determination for Environmental Review.
• Complete final design and plans;
• Comply with federal and state prevailing wage rates;
• Prepare bid documents, advertise, conduct bid opening and select contractor;
• Verify engineering consultant and subconsultant, and contractor and subcontractors do
not have an active exclusion and document;
• Award construction contract, provide Local Government with notice to proceed;
• Monitor project to ensure the construction meets the plans and specifications laid out in
the design;
• Compile invoices and submit a summary of the total reimbursement request to the Local
Government for processing;
• Complete construction and conduct final inspection;
• Accomplish HUD's outcome of increasing the community's availability and access to safe
and reliable water to achieve HUD's objective of creating suitable living environments.
2. TIME OF PERFORMANCE
The effective date of this Agreement will be the date the parties sign and complete execution of
this agreement and will be in effect for the time period during which the Subrecipient remains in
control of CDBG funds or other CDBG assets.
3. AGREEMENT REPRESENTATIVES
Each party to this Agreement shall have a representative. Each party may change its
representative upon providing written notice to the other party.The parties' representatives are
as follows:
Page 2 of 12
ATTACHMENT 18-C(3)
A. Subrecipient:
Name of Representative: Bill McMahan
Mailing Address: Lewis County Water District#1, PO Box 493
City, State and Zip Code: Randle,WA 98564
Telephone Number: Office: 360.497.7745, Cell: 360.880.6297
E-mail Address: LCWD1@hotmail.com
U BI#: 601-155-093
B. Local Government :
Name of Representative: Robin Saline
Title: Contract Administrator
Mailing Address: Lewis County Public Works, 2025 NE Kresky Avenue
City, State and Zip Code: Chehalis, WA 98532
Telephone Number: 360.740.1182
Fax Number: 360.740.1479
E-mail Address: robin.saline@lewiscountywa.gov
4. BUDGET
The Local Government will pass through to the Subrecipient no more than$894,000 in CDBG
funds for eligible incurred costs and expenses for the Project according to the following budget.
Project Budget Element Budgeted Amount
Environmental Review $15,000.00
Engineering Design and Construction Management $155,940.00
Construction $723,060.00
Indirect Cost Rate: _% Federally Approved Indirect Rate, or 10%de N/A
minimis rate, or fill out "N/A" declining to charge indirect
The Local Government may require a more detailed budget breakdown, and the Subrecipient will
provide such supplementary budget information in a timely fashion in the form and content
prescribed by the Local Government.
Indirect Cost Rate if the Subrecipient chooses to charge Indirect under this grant,the
Subrecipient shall provide their indirect cost rate that has been negotiated between their entity
and the Federal Government. If no such rate exists, a de minimis indirect cost rate of 10%of
modified total direct costs (MTDC) will be used.
"Modified Total Direct Costs (MTDC)" shall mean all direct salaries and wages, applicable fringe
benefits, materials and supplies, services,travel, and up to the first$25,000 of each subaward
(regardless of the period of performance of the subawards under the award). MTDC excludes
equipment, capital expenditures, and rental costs.
Page 3 of 12
ATTACHMENT 18-C (4)
Any amendments to this Agreement's Budget must first be determined by the Local Government
as consistent with its CDBG contract with Commerce and then approved in writing by the Local
Government and the Subrecipient.
5. PAYMENT
The Local Government shall reimburse the Subrecipient in accordance with the payment
procedures outlined in the CDBG Management Handbook, Financial Management Section for all
allowable expenses agreed upon by the parties to complete the Scope of Service.
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 excess of actual, immediate cash requirements necessary
to carry out the purposes of the agreement. Funds available under this Agreement will be
utilized to supplement rather than supplant funds otherwise available.
It is understood that this Agreement is funded in whole or in part with CDBG funds through the
Washington State CDBG Program as administered by Commerce and is subject to those
regulations and restrictions normally associated with federally-funded programs and any other
requirements that the State may prescribe.
6. PERFORMANCE MONITORING
The Local Government will monitor the performance of the Subrecipient by tracking project
progress, reviewing payment requests for applicable costs, managing the timely pass-through of
CDBG funds, overseeing compliance with CDBG requirements, and ensuring recordkeeping and
audit requirements are met. Substandard performance as determined by the Local Government
will constitute noncompliance with this Agreement.
If action to correct such substandard performance is not taken by the Subrecipient within a
reasonable period of time after being notified by the Local Government, contract suspension or
termination procedures will be initiated.
7. SPECIAL CONDITIONS-None have been identified.
8. GENERAL CONDITIONS
A. General Compliance
The Subrecipient agrees to comply with:
• The requirements of Title 24 of the Code of Federal regulations, 570 (HUD regulations
concerning CDBG); and
• All other applicable Federal, State and Local laws, regulations, and policies, governing
the funds provided under this Agreement.
B. CDBG National Objective
The Subrecipient certifies the activities carried out under this Agreement meet a CDBG
Program National Objective defined in 24 CFR 570.208.
C. Independent Contractor
Page 4 of 12
ATTACHMENT 18-C (5)
Nothing contained in this Agreement is intended to, or will be construed in any manner,as
creating or establishing the relationship of employer/employee between the parties. The
Subrecipient will at all times remain an "independent contractor" with respect to the
services to be performed under this Agreement. The Local Government will be exempt
from payment of all Unemployment Compensation, FICA, retirement, life and/or medical
insurance and Workers' Compensation Insurance, as the Subrecipient is an independent
contractor.
D. Hold Harmless
The Subrecipient will hold harmless, defend and indemnify the Local Government from any
and all claims, actions, suits, charges and judgments whatsoever that arise out of the
Subrecipient's performance or nonperformance of the services or subject matter called for
in this Agreement.
E. Workers' Compensation
The Subrecipient will provide Workers' Compensation Insurance Coverage for all of its
employees involved in the performance of this Agreement.
F. Insurance and Bonding
The Subrecipient 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
Local Government.
General Liability Insurance:Subrecipient shall maintain general liability insurance with
limits not less than$1,000,000 per occurrence, $2,000,000 General Aggregate. The
Commercial General Liability Coverage shall include the following endorsements:
The County, its Board, officers, agents and employees shall be included as Additional
Insureds either by specific endorsement naming these parties or a blanket additional insured
endorsement applicable "when required by written contract or agreement";and
Primary, Non-contributory endorsement, both in favor of the County, its Board, officers,
agents and employees or a blanket waiver of subrogation endorsement applicable "when
required by written contract or agreement".
The Subrecipient shall furnish the Local Government 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 Local Government.
Page 5of12
ATTACHMENT 18-C (6)
G. Funding Source Recognition
The Subrecipient will insure recognition of the roles of Commerce, the WA State CDBG
program, and the Local Government 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 Subrecipient will include a reference to the
support provided herein in all publications made possible with funds made available under
this Agreement.
H. Amendments
The Local Government or Subrecipient may amend this Agreement at any time 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 Local Government's governing body. Such amendments will not invalidate this
Agreement, nor relieve or release the Local Government or Subrecipient from its obligations
under this Agreement.
I. Suspension or Termination
In accordance with 2 CFR 200.338-9,the Local Government may suspend or terminate this
Agreement if the Subrecipient 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 HUD guidelines, policies or directives as
may become applicable at any time;
2. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its
obligations under this Agreement.
3. Ineffective of improper use of funds provided under this Agreement; or
4. Submission by the Subrecipient to the Local Government 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
Local Government or the Subrecipient, 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 Local Government
determines that the remaining portion of the award will not accomplish the purpose for
which the award was made,the Local Government may terminate the award in its entirety.
9. ADMINISTRATIVE REQUIREMENTS
A. Financial Management
1. Accounting Standards
The Subrecipient agrees to comply with 2 CFR 200 and agrees to adhere to the
accounting principles and procedures required therein, utilize adequate internal
controls, and maintain necessary source documentation for all costs incurred.
Page 6 of 12
ATTACHMENT 18-C (7)
2. Cost Principles
The Subrecipient will administer its program in conformance with 2 CFR 200.These
principles will be applied for all costs incurred whether charged on a direct or indirect
basis.
3. Duplication of Costs
The Subrecipient certifies that work to be performed under this Agreement does not
duplicate any work to be charged against any other contract,subcontract or other
source.
B. Documentation and Record Keeping
1. Records to Be Maintained
The Subrecipient will maintain all records required by the Federal regulations specified
in 24 CFR 570.506 that are pertinent to the activities to be funded under this Agreement
and those records described in the CDBG Management Handbook. Such records will
include but not be limited to:
a. Records providing a full description of each activity undertaken;
b. Records demonstrating that each activity undertaken meets one of the National
Objectives of the CDBG program;
c. Records required to determine the eligibility of activities;
d. Records required to document the acquisition, improvement, use or disposition
of real property acquired or improved with CDBG assistance;
e. Records documenting compliance with the civil rights components of the CDBG
program;
f. Financial records as required by 24 CFR 570.502, and 2 CFR 200.333;
g. Other records necessary to document compliance with Subpart K of 24 CFR 570.
2. Access to Records and Retention
The grantee,the Washington State Department of Commerce, and other authorized
representatives of the state and federal governments shall have access to any books,
documents, papers and records of the Subrecipient that are directly pertinent to this
Agreement for the purposes of making audit, examination, excerpts and transcriptions.
All such records and all other records pertinent to this Agreement and work undertaken
under this Agreement will be retained by the Subrecipient for a period of six years after
final audit of the Local Government's CDBG project, unless a longer period is required to
resolve audit findings or litigation. In such cases,the Local Government will request a
longer period of record retention.
3. Audits and Inspections
All Subrecipient records with respect to any matters covered by this Agreement will be
made available to the Local Government, Commerce, and duly authorized officials of the
state and federal government, at any time during normal business hours, as often as
Page 7 of 12
ATTACHMENT 18-C (8)
deemed necessary,to audit, examine, and make excerpts or transcripts of all relevant
data.
Any deficiencies noted in audit reports must be fully cleared by the Subrecipient within
30 days after receipt by the Subrecipient. Failure of the Subrecipient to comply with the
above audit requirements will constitute a violation of this Agreement and may result in
the withholding of future payments.
The Subrecipient 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 Local Government policy concerning Subrecipient audits and 2 CRF 200.501.The
Catalog of Federal Domestic Assistance (CFDA) number is 14.228.
C. Reporting
1. Program Income
The Subrecipient will report annually all program income (as defined at 24 CFR
570.500(a))generated by activities carried out with CDBG funds made available under
this Agreement.The use of program income by the Subrecipient will comply with the
requirements set forth at 24 CFR 570.504.
2. Periodic Reports
The Subrecipient, at such times and in such forms as the Local Government may require,
will furnish the Local Government 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.
D. Use and Reversion of Assets
The use and disposition of real property and equipment under this Agreement will be in
compliance with the requirements of 2 CFR 200.311 and 313, 24 CFR 570.502,570.503,
570.504, as applicable,which include but are not limited to the following:
1. The Subrecipient will transfer to the Local Government any CDBG funds on hand and
any accounts receivable attributable to the use of funds under this Agreement at the
time of expiration,cancellation, or termination.
2. Real property under the Subrecipient's control that was acquired or improved, in whole
or in part, with funds under this Agreement in excess of$25,000 will be used to meet
one of the CDBG National Objectives pursuant to 24 CFR 570.208 until ten (10)years
after the contract between Commerce and the Local Government is closed. If the
Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG
National Objective for this 10-year period of time,the Subrecipient will pay the Local
Government an amount equal to the current fair market value of the property less any
portion of the value attributable to expenditures of non-CDBG funds for acquisition of,
or improvement to, the property after the CDBG program's approval. Such payment will
constitute program income to the Local Government.The Subrecipient may retain real
property acquired or improved under this Agreement after the expiration of the ten-
year period.
Page 8 of 12
ATTACHMENT 18-C(9)
3. In cases in which equipment acquired, in whole or in part, with funds under this
Agreement is sold,the proceeds will be program income. Equipment not needed by the
Subrecipient for activities under this Agreement will be (a) transferred to the Local
Government for CDBG-eligible activities as approved by the CDBG program or(b)
retained after compensating the Local Government.
10. PERSONNEL AND PARTICIPANT CONDITIONS
A. Civil Rights
Title VI of the Civil Rights Act of 1964:
Under Title VI of the Civil Rights Act of 1964, no person will, on the grounds of race, color,
creed, religion, sex or national origin, be excluded from participation in, be denied the
benefits of,or be subjected to discrimination under any program or activity receiving
federal financial assistance.
Section 109 of the Housing and Community Development Act of 1974:
No person in the United States will on the grounds of race, color,creed, religion, sex or
national origin be excluded from participation in, be denied benefits of, or be subjected to
discrimination under any program or activity funded in whole or in part with funds made
available under this title.
Age Discrimination Act of 1975, as Amended
No person will be excluded from participation, denied program benefits, or subjected to
discrimination on the basis of age under any program or activity receiving federal funding
assistance. (42 U.S.C. 610 et.seq.)
Section 504 of the Rehabilitation Act of 1973, as Amended
No otherwise qualified individual will, solely by reason or his or her disability, be excluded
from participation (including employment), denied program benefits, or subjected to
discrimination under any program or activity receiving Federal funds. (29 U.S.C. 794)
Public Law 101-336, Americans with Disabilities Act of 1990
Subject to the provisions of this title, no qualified individual with a disability will, by reason
of such disability, be excluded from participation in or be denied the benefits of the
services, programs, or activities of a public entity,or be subjected to discrimination by any
such entity.
B. Section 3 of the Housing and Community Development Act of 1968
Compliance in the Provision of Training, Employment, and Business Opportunities:
1. The work to be performed under this agreement is on a project assisted under a
program providing direct federal financial assistance from HUD and is subject to the
requirements of Section 3 of the Housing and Urban Development Act of 1968, as
amended, 12 U.S.C. 1701u. Section 3 requires that to the greatest extent feasible
opportunities for training and employment be given lower-income residents of the
project area; and contracts for work in connection with the project be awarded to
Page 9 of 12
ATTACHMENT 18-C(10)
business concerns which are located in, or owned in substantial part, by persons
residing in the area of the project.
2. The parties to this contract will comply with the provisions of said Section 3 and the
regulations set forth in 24 CFR 135, and all applicable rules and orders of HUD and
Commerce issued thereunder prior to the execution of this contract.The parties to this
contract certify and agree that they are under no contractual or other disability that
would prevent them from complying with these provisions.
3. The Subrecipient will send to each labor organization or representative of workers with
which he has a collective bargaining agreement or other contract or understanding, if
any, a notice advising the said labor organization or workers' representative of his
commitments under this Section 3 clause and will post copies of the notice in
conspicuous places available to employees and applicants for employment or training.
4. The Subrecipient will include this Section 3 clause in every subcontract for work in
connection with the project and will, at the direction of the applicant, or recipient of
federal financial assistance,take appropriate action pursuant to the subcontract upon a
finding that the subcontractor is in violation of regulations issued by the Secretary of
HUD, 24 CFR 135.The Subrecipient will not subcontract with any subcontractor where it
has notice or knowledge that the latter has been found in violation of regulations under
24 CFR 135 and will not let any subcontract, unless the subcontractor has first provided
it with a preliminary statement of ability to comply with the requirements of these
regulations.
5. Compliance with the provisions of Section 3,the regulations set forth in 24 CFR 135, and
all applicable rules and orders of HUD and Commerce issued hereunder prior to the
execution of the contract, will be a condition of the federal financial assistance provided
to the project, binding upon the applicant or recipient for such assistance, its successors,
and assigns. Failure to fulfill these requirements will subject the applicant, or recipient,
its consultants and subcontractors, its successors and assigned to those sanctions
specified by the grant or loan agreement or contract through which federal assistance is
provided, and to such sanctions as are specified by 24 CFR 135.
C. Conduct
1. Assignability
The Subrecipient will not assign or transfer any interest in this Agreement without the
prior written consent of the Local Government thereto; provided, however, that claims
for money due or to become due to the Subrecipient from the Local Government under
this contract may be assigned to a bank,trust company,or other financial institution
without such approval. Notice of any such assignment or transfer will be furnished
promptly to the Local Government and Commerce.
2. Conflict of Interest
No member of the Local Government's governing body and no other public official of
such locality,who exercises any functions or responsibilities in connection with the
planning or carrying out of the project, will have any personal financial interest, direct or
Page 10 of 12
ATTACHMENT 18-C (11)
indirect, in this Agreement; and the Subrecipient will take appropriate steps to assure
compliance.
The Subrecipient agrees to abide by the provisions of 2 CFR 200.318 and 24 CFR
570.611, which includes maintaining a written standard code of conduct that will govern
the performance of its officers, employees or agents engaged in the award and
administration of contracts supported by Federal funds.
The Subrecipient covenants that its employees have no interest and will not acquire
interest, direct or indirect, in the study area or any parcels therein or any other interest
which would conflict in any manner or degree with the performance of services
hereunder.The Subrecipient further covenants that in the performance of this
Agreement, no person having such interest will be employed.
3. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -
Lower Tier Covered Transactions
a. The lower tier contractor certifies, by signing this contract that neither it nor its
principals is presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from participation in this transaction by any
Federal department or agency.
b. Where the lower tier contractor is unable to certify to any of the statements in this
contract, such contractor will attach an explanation to this contract.
D. Copyright
If this Agreement results in any copyrightable material or inventions,the Local Government
and/or Commerce reserves the right to royalty-free, non-exclusive and irrevocable license
to reproduce, publish or otherwise use and to authorize others to use,the work or
materials for governmental purposes.
E. Religious Activities
The Subrecipient agrees that funds provided under this Agreement will not be utilized for
inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious
instruction, or proselytization.
11. SEVERABILITY
If any provision of this Agreement is held invalid,the remainder of this Agreement will not be
affected thereby and all other parts of this Agreement will nevertheless be in full force and effect.
12. PERFORMANCE WAIVER
The Local Government's failure to act with respect to a breach by the Subrecipient does not
waive its right to act with respect to subsequent or similar breaches. The failure of the Local
Government to exercise ar enforce any right or provision will not constitute a waiver of such right
or provision.
13. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Local Government and the
Subrecipient for the use of funds received under this Agreement and it supersedes all prior
Page 11 of 12
ATTACHMENT 18-C(1)
SUBRECIPIENT AGREEMENT
BETWEEN
Lewis County AND Lewis County Water District#1
This Agreement is made between Lewis County(herein called the Local Government) and Lewis County
Water District#1 (herein called Subrecipient)for the New Water Reservoir project (herein called the
Project).
As the Washington State Department of Commerce (Commerce) is authorized by the federal
Department of Housing and Urban Development(HUD)to provide funds to units of local government
selected to undertake and carry out projects under the Washington State Community Development
Block Grant (CDBG) Program in compliance with all applicable local, state, and federal laws, regulations
and policies; and
As the Local Government has applied for and received a CDBG award, contract number 21-62210-032
(CFDA 14.228),to fund the Project with Federal Award Identification Number (FAIN) B-21-DC-53-0001;
and
As it benefits the Local Government to engage the Subrecipient to accomplish the Scope of Work and
the objectives of the local CDBG project;
The parties agree that:
1. SCOPE OF SERVICES
A. Local Government Responsibilities
The Local Government is responsible for administration of the CDBG contract, and ensuring CDBG
funds are used in accordance with all program requirements [(24 CFR 570.501(b)] and its CDBG
contract with Commerce referenced above.The Local Government will provide such assistance
and guidance to the Subrecipient as may be required to accomplish the objectives and conditions
set forth in this Agreement.
The Local Government is responsible for completing the following tasks to accomplish the
objectives of the Project:
Principal Tasks
• General Administration, including;_
o Attendance at CDBG grant management webinars;
o Review and execution of the CDBG contract;
o Establishment of CDBG files and record keeping;
o Processing and tracking grant payment requests and receipts from subrecipient;
o Subrecipient oversight and monitoring;
o Compliance with civil rights activities; and
a—Grant close-out activities, including conducting final CDBG public hearing to review
project performance.
Page 1 of 12
ATTACHMENT 18-C(2)
Review;
• Ensure labor standards compliance.
• Review Subrecipient reimbursement requests;
• Serve as Responsible Entity and the federally-designated official on CDBG NEPA
determinations.
• Submit payment requests to Commerce and document receipt of funds;
• Monitor grant activities at least quarterly;
• Submit closeout report to Commerce.
B. Subrecipient Responsibilities
The Subrecipient will complete in a satisfactory and proper manner as determined by the Local
Government the following tasks to accomplish the objectives of principally benefiting low-and
moderate-income persons.The Subrecipient will periodically meet with the Local Government to
review the status of these tasks.
Principal Tasks
• Complete checklists and provide documentation for county to make a determination for
Environmental Review.
• Complete final design and plans;
.—Comply with federal and state prevailing wage rates Comply with federal and rtate
prevailing w age rates•
i
• Prepare bid documents, advertise, conduct bid opening and select contractor;
• Verify consultant and subconsultant,and contractor and subcontractors do not have an
active exclusion and document;
• Award construction contract, provide Commerce with notice to proceed;
• Monitor project to ensure the construction meets the plans and specifications laid out in
the design;
•—Compile invoices and submit a summary of the total reimbursement request to the Local
Government for processing;
;
• Complete construction and conduct final inspection;
Page 2 of 12
ATTACHMENT 18-C (3)
• Accomplish HUD's outcome of increasing the community's availability and access to safe
and reliable water to achieve HUD's objective of
creating suitable living environments.
2. TIME OF PERFORMANCE
The effective date of this Agreement will be the date the parties sign and complete execution of
this agreement and will be in effect for the time period during which the Subrecipient remains in
control of CDBG funds or other CDBG assets.
3. AGREEMENT REPRESENTATIVES
Each party to this Agreement shall have a representative. Each party may change its
representative upon providing written notice to the other party.The parties' representatives are
as follows:
A. Subrecipient:
Name of Representative: Bill McMahan
Mailing Address: Lewis County Water District#1, PO Box 493
City, State and Zip Code: Randle, WA 98564
Telephone Number: Office: 360.497.7745, Cell: 360.880.6297
E-mail Address: LCWD1@hotmail.com
UBI#: 601-155-093
B. Local Government :
Name of Representative: Robin Saline
Title: Contract Administrator
Mailing Address: Lewis County Public Works, 2025 NE Kresky Avenue
City, State and Zip Code: Chehalis,WA 98532
Telephone Number: 360.740.1182
Fax Number: 360.740.1479
E-mail Address: robin.saline@lewiscountywa.gov
4. BUDGET
The Local Government will pass through to the Subrecipient no more than $894,0007507800 in
CDBG funds for eligible incurred costs and expenses for the Project according to the following
budget.
Project Budget Element Budgeted Amount
$3,000.00
Environmental Review —$15,000.00
Engineering Design and Construction Management $155,940.00
Construction $723,060.00
00
Indirect Cost Rate: _% Federally Approved Indirect Rate, or 10%de N/A
minimis rate,or fill out "N/A" declining to charge indirect
Page 3 of 12
ATTACHMENT 18-C (4)
The Local Government may require a more detailed budget breakdown, and the Subrecipient will
provide such supplementary budget information in a timely fashion in the form and content
prescribed by the Local Government.
Indirect Cost Rate if the Subrecipient chooses to charge Indirect under this grant,the
Subrecipient shall provide their indirect cost rate that has been negotiated between their entity
and the Federal Government. If no such rate exists, a de minimis indirect cost rate of 10%of
modified total direct costs (MTDC)will be used.
"Modified Total Direct Costs (MTDC)" shall mean all direct salaries and wages, applicable fringe
benefits, materials and supplies,services,travel, and up to the first$25,000 of each subaward
(regardless of the period of performance of the subawards under the award). MTDC excludes
equipment, capital expenditures, and rental costs.
Any amendments to this Agreement's Budget must first be determined by the Local Government
as consistent with its CDBG contract with Commerce and then approved in writing by the Local
Government and the Subrecipient.
5. PAYMENT
The Local Government shall reimburse the Subrecipient in accordance with the payment
procedures outlined in the CDBG Management Handbook, Financial Management Section for all
allowable expenses agreed upon by the parties to complete the Scope of Service.
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 excess of actual, immediate cash requirements necessary
to carry out the purposes of the agreement. Funds available under this Agreement will be
utilized to supplement rather than supplant funds otherwise available.
It is understood that this Agreement is funded in whole or in part with CDBG funds through the
Washington State CDBG Program as administered by Commerce and is subject to those
regulations and restrictions normally associated with federally-funded programs and any other
requirements that the State may prescribe.
6. PERFORMANCE MONITORING
The Local Government will monitor the performance of the Subrecipient by tracking project
progress, reviewing payment requests for applicable costs, managing the timely pass-through of
CDBG funds, overseeing compliance with CDBG requirements, and ensuring recordkeeping and
audit requirements are met. Substandard performance as determined by the Local Government
will constitute noncompliance with this Agreement.
If action to correct such substandard performance is not taken by the Subrecipient within a
reasonable period of time after being notified by the Local Government, contract suspension or
termination procedures will be initiated.
7. SPECIAL CONDITIONS-None have been identified.
8. GENERAL CONDITIONS
A. General Compliance
Page 4 of 12
ATTACHMENT 18-C (5)
The Subrecipient agrees to comply with:
• The requirements of Title 24 of the Code of Federal regulations, 570 (HUD regulations
concerning CDBG); and
• All other applicable Federal, State and Local laws, regulations, and policies,governing
the funds provided under this Agreement.
B. CDBG National Objective
The Subrecipient certifies the activities carried out under this Agreement meet a CDBG
Program National Objective defined in 24 CFR 570.208.
C. Independent Contractor
Nothing contained in this Agreement is intended to, or will be construed in any manner,as
creating or establishing the relationship of employer/employee between the parties. The
Subrecipient will at all times remain an "independent contractor" with respect to the
services to be performed under this Agreement. The Local Government will be exempt
from payment of all Unemployment Compensation, FICA, retirement, life and/or medical
insurance and Workers' Compensation Insurance, as the Subrecipient is an independent
contractor.
D. Hold Harmless
The Subrecipient will hold harmless, defend and indemnify the Local Government from any
and all claims, actions, suits, charges and judgments whatsoever that arise out of the
Subrecipient's performance or nonperformance of the services or subject matter called for
in this Agreement.
E. Workers' Compensation
The Subrecipient will provide Workers' Compensation Insurance Coverage for all of its
employees involved in the performance of this Agreement.
F. Insurance and Bonding
The Subrecipient 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
Local Government.
General Liability Insurance:Subrecipient shall maintain general liability insurance with
limits not less than$1,000,000 per occurrence, $2,000,000 General Aggregate. The
Commercial General Liability Coverage shall include the following endorsements:
The County, its Board, officers, agents and employees shall be included as Additional
Insureds either by specific endorsement naming these parties or a blanket additional insured
endorsement applicable "when required by written contract or agreement";and
Page 5 of 12
ATTACHMENT 18-C (6)
Primary, Non-contributory endorsement, both in favor of the County, its Board, officers,
agents and employees or a blanket waiver of subrogation endorsement applicable "when
required by written contract or agreement".
The Subrecipient shall furnish the Local Government 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 Local Government.
G. Funding Source Recognition
The Subrecipient will insure recognition of the roles of Commerce,the WA State CDBG
program, and the Local Government 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 Subrecipient will include a reference to the
support provided herein in all publications made possible with funds made available under
this Agreement.
H. Amendments
The Local Government or Subrecipient may amend this Agreement at any time 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 Local Government's governing body. Such amendments will not invalidate this
Agreement, nor relieve or release the Local Government or Subrecipient from its obligations
under this Agreement.
I. Suspension or Termination
In accordance with 2 CFR 200.338-9,the Local Government may suspend or terminate this
Agreement if the Subrecipient 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 HUD guidelines, policies or directives as
may become applicable at any time;
2. Failure,for any reason, of the Subrecipient to fulfill in a timely and proper manner its
obligations under this Agreement.
3. Ineffective of improper use of funds provided under this Agreement; or
4. Submission by the Subrecipient to the Local Government 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
Local Government or the Subrecipient, 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 Local Government
Page 6of12
ATTACHMENT 18-C (7)
determines that the remaining portion of the award will not accomplish the purpose for
which the award was made,the Local Government may terminate the award in its entirety.
9. ADMINISTRATIVE REQUIREMENTS
A. Financial Management
1. Accounting Standards
The Subrecipient agrees to comply with 2 CFR 200 and agrees to adhere to the
accounting principles and procedures required therein, utilize adequate internal
controls, and maintain necessary source documentation for all costs incurred.
2. Cost Principles
The Subrecipient will administer its program in conformance with 2 CFR 200.These
principles will be applied for all costs incurred whether charged on a direct or indirect
basis.
3. Duplication of Costs
The Subrecipient certifies that work to be performed under this Agreement does not
duplicate any work to be charged against any other contract,subcontract or other
source.
B. Documentation and Record Keeping
1. Records to Be Maintained
The Subrecipient will maintain all records required by the Federal regulations specified
in 24 CFR 570.506 that are pertinent to the activities to be funded under this Agreement
and those records described in the CDBG Management Handbook. Such records will
include but not be limited to:
a. Records providing a full description of each activity undertaken;
b. Records demonstrating that each activity undertaken meets one of the National
Objectives of the CDBG program;
c. Records required to determine the eligibility of activities;
d. Records required to document the acquisition, improvement, use or disposition
of real property acquired or improved with CDBG assistance;
e. Records documenting compliance with the civil rights components of the CDBG
program;
f. Financial records as required by 24 CFR 570.502, and 2 CFR 200.333;
g. Labor standards records required to document compliance with the Davis Bacon
Act, the provisions of the Contract Work Hours and Safety Standards Act, and all
other applicable Federal, State and Local laws and regulations applicable to
CDBG-funded construction projects; and
h. Other records necessary to document compliance with Subpart K of 24 CFR 570.
Page 7 of 12
ATTACHMENT 18-C (8)
2. Access to Records and Retention
The grantee,the Washington State Department of Commerce, and other authorized
representatives of the state and federal governments shall have access to any books,
documents, papers and records of the Subrecipient that are directly pertinent to this
Agreement for the purposes of making audit, examination, excerpts and transcriptions.
All such records and all other records pertinent to this Agreement and work undertaken
under this Agreement will be retained by the Subrecipient for a period of six years after
final audit of the Local Government's CDBG project, unless a longer period is required to
resolve audit findings or litigation. In such cases, the Local Government will request a
longer period of record retention.
3. Audits and Inspections
All Subrecipient records with respect to any matters covered by this Agreement will be
made available to the Local Government, Commerce, and duly authorized officials of the
state and federal government, at any time during normal business hours, as often as
deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant
data.
Any deficiencies noted in audit reports must be fully cleared by the Subrecipient within
30 days after receipt by the Subrecipient. Failure of the Subrecipient to comply with the
above audit requirements will constitute a violation of this Agreement and may result in
the withholding of future payments.
The Subrecipient 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 Local Government policy concerning Subrecipient audits and 2 CRF 200.501.The
Catalog of Federal Domestic Assistance (CFDA) number is 14.228.
C. Reporting
1. Program Income
The Subrecipient will report annually all program income (as defined at 24 CFR
570.500(a))generated by activities carried out with CDBG funds made available under
this Agreement.The use of program income by the Subrecipient will comply with the
requirements set forth at 24 CFR 570.504.
2. Periodic Reports
The Subrecipient, at such times and in such forms as the Local Government may require,
will furnish the Local Government 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.
D. Use and Reversion of Assets
The use and disposition of real property and equipment under this Agreement will be in
compliance with the requirements of 2 CFR 200.311 and 313, 24 CFR 570.502, 570.503,
570.504, as applicable, which include but are not limited to the following:
Page 8 of 12
ATTACHMENT 18-C(9)
1. The Subrecipient will transfer to the Local Government any CDBG funds on hand and
any accounts receivable attributable to the use of funds under this Agreement at the
time of expiration, cancellation, or termination.
2. Real property under the Subrecipient's control that was acquired or improved, in whole
or in part,with funds under this Agreement in excess of$25,000 will be used to meet
one of the CDBG National Objectives pursuant to 24 CFR 570.208 until ten (10)years
after the contract between Commerce and the Local Government is closed. If the
Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG
National Objective for this 10-year period of time, the Subrecipient will pay the Local
Government an amount equal to the current fair market value of the property less any
portion of the value attributable to expenditures of non-CDBG funds for acquisition of,
or improvement to,the property after the CDBG program's approval. Such payment will
constitute program income to the Local Government.The Subrecipient may retain real
property acquired or improved under this Agreement after the expiration of the ten-
year period.
3. In cases in which equipment acquired, in whole or in part, with funds under this
Agreement is sold,the proceeds will be program income. Equipment not needed by the
Subrecipient for activities under this Agreement will be (a)transferred to the Local
Government for CDBG-eligible activities as approved by the CDBG program or (b)
retained after compensating the Local Government.
10. PERSONNEL AND PARTICIPANT CONDITIONS
A. Civil Rights
Title VI of the Civil Rights Act of 1964:
Under Title VI of the Civil Rights Act of 1964, no person will, on the grounds of race, color,
creed, religion,sex or national origin, be excluded from participation in, be denied the
benefits of, or be subjected to discrimination under any program or activity receiving
federal financial assistance.
Section 109 of the Housing and Community Development Act of 1974:
No person in the United States will on the grounds of race, color, creed, religion, sex or
national origin be excluded from participation in, be denied benefits of, or be subjected to
discrimination under any program or activity funded in whole or in part with funds made
available under this title.
Age Discrimination Act of 1975, as Amended
No person will be excluded from participation, denied program benefits, or subjected to
discrimination on the basis of age under any program or activity receiving federal funding
assistance. (42 U.S.C. 610 et. seq.)
Section 504 of the Rehabilitation Act of 1973, as Amended
No otherwise qualified individual will, solely by reason or his or her disability, be excluded
from participation (including employment),denied program benefits, or subjected to
discrimination under any program or activity receiving Federal funds. (29 U.S.C. 794)
Page 9 of 12
ATTACHMENT 18-C (10)
Public Law 101-336, Americans with Disabilities Act of 1990
Subject to the provisions of this title, no qualified individual with a disability will, by reason
of such disability, be excluded from participation in or be denied the benefits of the
services, programs, or activities of a public entity,or be subjected to discrimination by any
such entity.
B. Section 3 of the Housing and Community Development Act of 1968
Compliance in the Provision of Training, Employment,and Business Opportunities:
1. The work to be performed under this agreement is on a project assisted under a
program providing direct federal financial assistance from HUD and is subject to the
requirements of Section 3 of the Housing and Urban Development Act of 1968, as
amended, 12 U.S.C. 1701u. Section 3 requires that to the greatest extent feasible
opportunities for training and employment be given lower-income residents of the
project area; and contracts for work in connection with the project be awarded to
business concerns which are located in, or owned in substantial part, by persons
residing in the area of the project.
2. The parties to this contract will comply with the provisions of said Section 3 and the
regulations set forth in 24 CFR 135, and all applicable rules and orders of HUD and
Commerce issued thereunder prior to the execution of this contract.The parties to this
contract certify and agree that they are under no contractual or other disability that
would prevent them from complying with these provisions.
3. The Subrecipient will send to each labor organization or representative of workers with
which he has a collective bargaining agreement or other contract or understanding, if
any, a notice advising the said labor organization or workers' representative of his
commitments under this Section 3 clause and will post copies of the notice in
conspicuous places available to employees and applicants for employment or training.
4. The Subrecipient will include this Section 3 clause in every subcontract for work in
connection with the project and will, at the direction of the applicant, or recipient of
federal financial assistance, take appropriate action pursuant to the subcontract upon a
finding that the subcontractor is in violation of regulations issued by the Secretary of
HUD, 24 CFR 135.The Subrecipient will not subcontract with any subcontractor where it
has notice or knowledge that the latter has been found in violation of regulations under
24 CFR 135 and will not let any subcontract, unless the subcontractor has first provided
it with a preliminary statement of ability to comply with the requirements of these
regulations.
5. Compliance with the provisions of Section 3,the regulations set forth in 24 CFR 135, and
all applicable rules and orders of HUD and Commerce issued hereunder prior to the
execution of the contract, will be a condition of the federal financial assistance provided
to the project, binding upon the applicant or recipient for such assistance, its successors,
and assigns. Failure to fulfill these requirements will subject the applicant, or recipient,
its consultants and subcontractors, its successors and assigned to those sanctions
specified by the grant or loan agreement or contract through which federal assistance is
provided, and to such sanctions as are specified by 24 CFR 135.
Page 10 of 12
ATTACHMENT 18-C (11)
C. Conduct
1. Assignability
The Subrecipient will not assign or transfer any interest in this Agreement without the
prior written consent of the Local Government thereto; provided, however,that claims
for money due or to become due to the Subrecipient from the Local Government under
this contract may be assigned to a bank,trust company, or other financial institution
without such approval. Notice of any such assignment or transfer will be furnished
promptly to the Local Government and Commerce.
2. Conflict of Interest
No member of the Local Government's governing body and no other public official of
such locality,who exercises any functions or responsibilities in connection with the
planning or carrying out of the project,will have any personal financial interest, direct or
indirect, in this Agreement; and the Subrecipient will take appropriate steps to assure
compliance.
The Subrecipient agrees to abide by the provisions of 2 CFR 200.318 and 24 CFR
570.611, which includes maintaining a written standard code of conduct that will govern
the performance of its officers, employees or agents engaged in the award and
administration of contracts supported by Federal funds.
The Subrecipient covenants that its employees have no interest and will not acquire
interest, direct or indirect, in the study area or any parcels therein or any other interest
which would conflict in any manner or degree with the performance of services
hereunder.The Subrecipient further covenants that in the performance of this
Agreement, no person having such interest will be employed.
3. Certification Regarding Debarment,Suspension, Ineligibility and Voluntary Exclusion -
Lower Tier Covered Transactions
a. The lower tier contractor certifies, by signing this contract that neither it nor its
principals is presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from participation in this transaction by any
Federal department or agency.
b. Where the lower tier contractor is unable to certify to any of the statements in this
contract, such contractor will attach an explanation to this contract.
D. Copyright
If this Agreement results in any copyrightable material or inventions,the Local Government
and/or Commerce reserves the right to royalty-free, non-exclusive and irrevocable license
to reproduce, publish or otherwise use and to authorize others to use,the work or
materials for governmental purposes.
E. Religious Activities
Page 11 of 12
ATTACHMENT 18-C (12)
The Subrecipient agrees that funds provided under this Agreement will not be utilized for
inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious
instruction, or proselytization.
11. SEVERABILITY
If any provision of this Agreement is held invalid,the remainder of this Agreement will not be
affected thereby and all other parts of this Agreement will nevertheless be in full force and effect.
12. PERFORMANCE WAIVER
The Local Government's failure to act with respect to a breach by the Subrecipient does not
waive its right to act with respect to subsequent or similar breaches. The failure of the Local
Government to exercise or enforce any right or provision will not constitute a waiver of such right
or provision.
13. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Local Government and the
Subrecipient for the use of funds received under this Agreement and it supersedes all prior
communications and proposals, whether electronic, oral, or written between the Local
Government and the Subrecipient with respect to this Agreement.
IN WITNESS WHEREOF, the Local Government and the Subrecipient have executed this Agreement as
of the date and year last written below.
Lewis County Lewis County Water District#1
• i //'��/ By:
v
Title: Pti) 7;)e:eC.7C>(Z Title:
Date: /.5/ZZ Date:
Approved As To Form:
Attorney
Page 12 of 12
BOCC AGENDA ITEM SUMMARY
Resolution: BOCC Meeting Date: Feb. 15, 2022
Suggested Wording for Agenda Item: Agenda Type: Deliberation
Approving an Amended Subrecipient Agreement between Lewis County Water District #1 and
Lewis County for the New Water Reservoir project to further define contract administration
responsibilities and amend the project budget
Contact: Josh Metcalf Phone: 360.740.2762
Department: PW - Public Works
Description:
An amendment to the Subrecipient Agreement between Lewis County Water District #1 and Lewis
County for the New Water Reservoir project funded by the Washington State Community
Development Block Grant (CDBG) Program is needed to further define responsibilities of contract
administration and amend the project budget
Approvals: Publication Requirements:
Publications:
User Status
PA's Office Pending
Additional Copies: Cover Letter To:
Tina Hemphill, Josh Metcalf, Sadie Rockey,
Shayla Landon, Robin Saline, Betsy Dillin, Tim
Fife, Geoff Soderquist