K5327 Draft Grant.pdf

Special Terms and Condi�ons Page 1 of 4

Washington Department of Agriculture Food Safety and Consumer Services Division - Food Assistance

TRAINING AND TECHINICAL ASSISTANCE

SPECIAL TERMS AND CONDITIONS

1. PROGRAM REQUIREMENTS. Throughout the Grant period, the Grantee shall comply fully with, and ensure any Subgrantee complies fully with all provisions of the Grant, future Amendments, including:

1.1. All applicable federal and state laws.

1.2. WAC Chapter 16-740, RCW 43.23.290.

1.3. WSDA FA instruc�ons.

2. GRANT PERFORMANCE AND RISK ASSESSMENT. The Grantee’s performance will be periodically reviewed and rated, which may impact this Grant and may be considered when evalua�ng future applica�ons and award decisions for WSDA FA funding. Poor performance may be the basis for reduced funding or termina�on of the current award.

2.1. Throughout the Grant period, WSDA FA will monitor the Lead Agency’s performance by evalua�ng �mely submited expenditure reports and the responsiveness of program requests.

a. Submitals. Ra�ng is nega�vely impacted by submissions that are consistently received late without a granted extension. Inaccurate submitals and repeated errors will also result in a nega�ve ra�ng.

b. Monitoring. WSDA FA will conduct monitoring of the Lead Agency by evalua�ng the program through onsite review, virtual review or by a desk review. At any �me, WSDA FA may request addi�onal suppor�ng documenta�on.

3. GRANTEE RESPONSIBILITIES. The Grantee shall provide staff and furnish goods and services necessary to accomplish the ac�vi�es under the Food Assistance program funding during the Grant period.

3.1. This Grant does not provide a benefit or en�tlement to the Grantee. The principal purpose of this Grant is to provide funding for the Grantee to accomplish a public purpose. The funding must be used for their program of suppor�ng emergency food providers in Washington State. These ac�vi�es shall include, but are not limited to:

3.2. Ac�vity 1. Ensure the availability of technical assistance and support to community-based emergency food providers. This assistance may be provided in -person, virtual, by telephone or in writen format.

3.3. Ac�vity 2. Ensure training is available at no cost to community-based emergency food providers to assist them in offering effec�ve and efficient services to their clients. This includes, but is not limited to preparing and distribu�ng informa�onal/introduc�on packets for new providers and various training tracks on such subjects as loca�ng food and financial resources, working with volunteers, food safety, con�nuity of opera�ons, how to engage in local and community awareness efforts, how to develop an effec�ve and ac�ve board of directors, food Assistance (FA) programs policies and procedures and other appropriate tracks as the Grantee deems necessary and useful. Training sessions may be statewide, regional, or local as appropriate and requested or needed. Annual comprehensive statewide conference supported in part with FA funding.

3.4. Ac�vity 3. The Grantee may collaborate with nutri�on experts including but not limited to those within the Washington State Department of Health , WSU Coopera�ve Extension, and others as necessary, to develop and support nutri�on educa�on.

3.5. Ac�vity 4. Iden�fy and promote effec�ve best prac�ces, develop strong peer-to-peer rela�onships, and promote local collabora�ons among food programs, other community-based organiza�ons, and programs, and among statewide organiza�ons and agencies.

3.6. Ac�vity 5. Ensure the availability of web-based informa�on on training informa�on noted above; links to other food and nutri�on programs, other training and helpful resources, and relevant FA informa�on and documents.

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3.7. Ac�vity 6. The Grantee shall act as a go-between to provide input from emergency food providers to WSDA on policies, procedures, and program structure. The Grantee shall do this via their Food Assistance Advisory Commitee, (FAAC) which consists of emergency food providers, hunger relief advocates, stakeholders, subject mater experts, and Food Assistance staff. The Grantee shall make the arrangements for the mee�ngs, including securing loca�ons, sending out no�ces, and providing food as well as preparing agendas and sending minutes to par�cipants and interested par�es. The Grantee shall work with the FAAC Chair and FA staff to iden�fy agenda items to be discussed at the mee�ng.

3.8. Ac�vity 7. The Grantee will disperse informa�on to emergency food providers thru newsleters, emails, and social media that will assist them in providing excellent service and strengthen their agencies and the emergency food system as a whole. On a quarterly basis, ar�cle featuring one of WSDA’s Food Assistance programs (i.e. EFAP, EFAP- Tribal, TEFAP, CSFP, and farm to community ini�a�ves) on a rota�onal basis or other relevant FA updates. These ar�cles should be developed in partnership with FA staff.

3.9. Ac�vity 8. Where the Grantee uses a significant percentage of Food Assistance program funding to fund conferences, training, or producing writen material and documents. The Grantee shall acknowledge WSDA FA’s support in no�ces about the events and in writen material produced.

3.10. Ac�vity 9. Solici�ng annual nomina�ons from emergency food providers regarding outstanding partnerships and projects involving the agricultural community. The award name, recipient, and announcement will be developed in partnership between the Grantee and Food Assistance. Compile the top ideas generated from the nomina�ons received and publish those in a newsleter to emergency food providers.

3.11. Ac�vity 10. Applicant is to propose any ac�vity that was not proposed in Ac�vi�es 1 through 9.

Please note: This ins�tu�on is an equal opportunity provider.

4. FINANCIAL AND RISK ASSESSMENT RATING. WSDA FA evaluates aspects of the Grantee’s financial stability, management systems, and history of performance. This includes scoring responses from the completed Accoun�ng System & Financial Capability Ques�onnaire (AGR-2383).

4.1. An Ini�al Risk Assessment ra�ng will be determined based on comple�on of form AGR- 2383 Accoun�ng System & Financial Capability Ques�onnaire prior to execu�ng a Grant to establish ini�al risk tolerance.

a. An ini�al risk assessment ra�ng of (Low, Medium, or High) will be assigned based upon the responses provided in the ques�onnaire.

i. The Grantee must submit at least one (1) Financial Capability Ques�onnaire within the last 12 months. One completed Ques�onnaire per year, regardless of the various types of funding an en�ty receives

ii. Responses will be scored according to the Ques�onnaire’s scoring rubric and the total score will be rated as Low, Medium, or High- Risk.

iii. Lead Agencies with a High-Risk ra�ng will merit addi�onal program review and more in-depth monitoring.

5. WRITTEN POLICIES AND PROCEDURES. The Grantee shall prepare and maintain writen policies and procedures governing its general and FA services under this Grant. The Grantee’s policies and procedures shall be consistent with federal and state regula�ons, as applicable, and include the elements iden�fied below:

5.1. Fiscal Management: Brief descrip�on.

5.2. The Grantee must comply with the Grantee’s policies and procedures and WSDA will monitor such compliance.

5.3. The Grantee’s failure to comply with its policies and procedures may be a basis for suspension or termina�on if the noncompliance affects an essen�al element of providing FA services.

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6. ALLOWABLE AND DISALLOWABLE COSTS. Only costs incurred within the period of performance for eligible Ac�vi�es are eligible for reimbursement.

6.1. Allowable ac�vi�es and amounts as iden�fied in each budget category in Atachment A, Budget.

6.2. Costs of Ac�vi�es not related to this grant are disallowed.

7. BILLING PROCEDURES. The Grantee shall submit monthly signed invoice vouchers (expenditure reports), including an expanded general ledger and any back-up as required or requested, via email to WSDA FA on or before the 20th of the month following provision of services.

7.1. Payment of invoices will be made only to the Grantee that is party to the Grant.

7.2. WSDA FA reserves the right to require submitals in advance of the 20th to meet special terms and condi�ons associated with program requirements, realloca�on of funds, and closeout process.

7.3. The Grantee shall:

a. Provide monthly expenditure report which must include dollars spent under the categories of administra�on; equipment, supplies, travel, training, technical assistance resources, and contracted services.

b. The Grantee shall break out and report amounts spent by all Subgrantees, if any.

c. The Grantee shall include backup documenta�on with each monthly expenditure report.

d. Reports are due each month, whether or not any expense or ac�vity occurred.

e. Collect and keep on file backup documenta�on.

f. Submit complete and accurate invoices.

g. Submit invoices electronically to the FA representa�ve listed on the Face sheet of the Grant by the 20th of each month for services provided in the previous month.

7.4. No payment in advance or in an�cipa�on of services or supplies under this Grant shall be made by WSDA FA.

Any funding provided through this Grant is only available on a reimbursement basis once costs are incurred, goods have been received, and/or the services have been rendered.

7.5. Invoice payments will be made only to those that are party to the Grant. Name and Address must correspond to informa�on in Statewide Vendor file with Washington State Office of Financial Management (OFM).

7.6. Payments shall be transferred electronically to the designated bank account unless the Grantee requests payment by warrant (check). If payments are made by warrant, the payee will be the Grantee that is party to the Grant and the payment will be mailed to the address on file associated with their Statewide Vendor number.

8. COMPENSATION. WSDA FA shall pay an amount not to exceed the amount on the Face Sheet for the performance of all things necessary for or incidental to the performance of FA Services. Grantee’s compensa�on for services rendered shall be based on the following rates or in accordance with the following terms:

8.1. Reimbursement for allowable ac�vi�es and within the amounts iden�fied in each budget category in accordance with Attachment B, Budget by Category.

8.2. Provided Grantee’s total billings do not exceed the compensa�on amount specified on the Face Sheet, the Grantee may request reimbursement for travel and travel-related expenses for delivering FA services under this Grant, including atendance at food-bank related training and conferences. Such expenses may include airfare (economy or coach class only), other transporta�on expenses, and lodging and subsistence necessary during periods of required travel.

8.3. The Grantee shall receive compensa�on for travel expenses at the current state of Washington travel reimbursement rates.

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9. PROCUREMENT MANAGEMENT. The Grantee must follow WSDA FA Equipment and Equipment Repairs Procurement Guidelines (AGR PUB 454) and WSDA FA Capital Improvements Guidelines (AGR PUB 898) for all purchases $5,000 or over. See Sec�on 38 of the General Terms and Condi�ons.

10. PERIOD OF PERFORMANCE. The period of performance is between the Agreement start date scheduled to begin on July 1, 2024, and the end date of July 31, 2025. WSDA FA reserves the right to extend this Agreement, at its sole discre�on, including the op�on to extend the contract for two addi�onal two-year periods.

11. REPORTING REQUIREMENTS. The Grantee shall �mely submit reports in accordance with Grant, the Special Terms and Condi�ons, General Terms and Condi�ons, Atachment B: Budget by Category, Atachment C, Schedule of Submitals, and the following:

11.1. Monthly expenditure reports must include dollars spent under the categories of administra�on; equipment supplies, travel, training, technical assistance resources, and Contracted services.

11.2. The Grantee shall break out and report amounts spent by all Subgrantees, if any. The Grantee shall include all backup documenta�on with each monthly expenditure report.

11.3. Reports are due each month, whether or not any expense or ac�vity occurred.

11.4. Quarterly ac�vity reports that summarize what work was performed under each ac�vity and what the accomplishments were for each ac�vity.

12. ORDER OF PRECEDENCE. In the event of an inconsistency in this Grant, the inconsistency shall be resolved by giving precedence in the following order:

12.1. Applicable federal and state laws, statutes, regula�ons, and policies.

12.2. Special Terms and Condi�ons.

12.3. General Terms and Condi�ons.

12.4. Face Sheet, and all documents hereby referenced within.

12.5. Atachment A: Suspension and Debarment Cer�fica�on.

12.6. Atachment B: Budget by Category.

12.7. Atachment C: Schedule of Submitals.

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Washington Department of Agriculture Food Safety and Consumer Services Division - Food Assistance

TRAINING AND TECHINICAL ASSISTANCE

GENERAL TERMS AND CONDITIONS

1. DEFINITIONS. As used throughout this Grant, the following terms will have the meaning set forth below:

ADMINISTRATIVE EXPENSES: The expenses incurred in the overall opera�on and management of the organiza�on that are direct billed. Salaries, wages, supplies, general expenses, and membership dues that are direct billed.

AGREEMENT: A writen Agreement (Grant – state funding, Subaward – federal funding) between the Washington State Department of Agriculture Food Assistance (WSDA FA) and the Lead Agency iden�fying the rights and obliga�ons of both par�es governed by the Agreement, including the following list of exhibits, atachments or other documents incorporated by reference.

AUTHORIZED REPRESENTATIVE: For WSDA FA, means the WSDA FA designee authorized in wri�ng to act on the Director’s behalf; for the Lead Agency, means the Authorized Signer.

AUTHORIZED SIGNATURE: Signature of the board president, tribal chairperson, agency director, or other official authorized to sign.

BIENNIAL MEETINGS (APPLIES TO EFAP ONLY): Prior to the start of each biennium, the current Lead Agency for each county is required to hold a local mee�ng (or mul�ple mee�ngs) to lay the groundwork for the next two-year EFAP Agreement period. The purpose of the mee�ng is to give food pantries an opportunity to vote and voice their opinion on how the funds would best serve their county, or mul�-county region. Addi�onally, these mee�ngs determine which organiza�ons will be par�cipa�ng (Lead Agency, Food Banks, Food Pantries).

CAPITAL EXPENDITURE: Spending of funds by an organiza�on to acquire, maintain, or improve capital assets thereby extending their useful life and increasing their value.

CAPITAL IMPROVEMENT: The actual addi�ons, improvements, modifica�ons, replacements, rearrangements, reinstalla�ons, renova�ons, or altera�ons to property, infrastructure, or facili�es that increase their value or useful life (not ordinary repairs and maintenance).

CAPITALIZATION POLICY: Capitaliza�on Policy refers to the criteria used by an organiza�on to determine which capital expenditures should be reported as a capital asset. Capital assets with a unit cost (including ancillary costs) of $5,000 or greater, or collec�ons of capital assets with a total cost of $5,000 or greater, are capitalized, unless otherwise noted.

CFR: The Code of Federal Regula�ons.

CONFIDENTIAL INFORMATION: The Lead Agency must not use or disclose any informa�on concerning WSDA FA for any purpose not directly connected with the administra�on of this Agreement, except with prior writen consent of WSDA FA or as may be required by law. The Lead Agency must not release, divulge, publish, transfer, sell or otherwise make known to unauthorized persons, including anyone not directly employed by the Lead Agency, Confiden�al Informa�on without the express writen consent of WSDA FA or as otherwise required by law. The Lead Agency must protect Confiden�al Informa�on collected, used, or acquired in connec�on with this Agreement against unauthorized use, disclosure, modifica�on, or loss. The Lead Agency must ensure its directors, officers, employees, Sub Agencies, or agents use Confiden�al Informa�on solely for the purposes of accomplishing the services set forth by this Agreement.

DEBARMENT, SUSPENSION, AND INELIGIBILITY: The act of being suspended or being declared ineligible by any state or federal agency from par�cipa�ng in any transac�ons with them.

The Lead Agency cer�fies that neither it nor its principals are presently debarred, declared ineligible, or voluntarily excluded from par�cipa�on in transac�ons by the State of Washington or any federal department or agency.

DIRECT BUY: The ability to buy directly from a vendor and without compe��on. Direct buy purchases are authorized by the Lead Agency up to a cost of $30,000 (excluding sales tax and finance charges). If a vendor is a microbusiness, General Terms and Condi�ons Page 2 of 15 minibusiness or a small business as defined by RCW 39.26.010, or from a cer�fied veteran-owned business, or from a cer�fied state Office of Minority and Women’s Business Enterprises (OMWBE) business, the limit is up to $40,000 (excluding sales tax). Unless an acquisi�on is exempt, or it exceeds the direct buy limit, it must be compe��vely procured.

EQUIPMENT: Equipment means tangible personal property (including informa�on technology systems) that has a useful life of more than one (1) year, is movable, and has a per-unit acquisi�on cost which equals or exceeds the lesser of the capitaliza�on level established by the non-federal en�ty for financial statement purposes, or $5,000.

EQUIPMENT REPAIRS: Equipment repairs with a cost of $5,000 or more are considered a capital expenditure and should be capitalized when they prolong the useful life of the equipment being repaired. Equipment repair costs which equal or exceed the lesser of the capitaliza�on level established by the non-federal en�ty for financial statement purposes, or $5,000 will be capitalized. Equipment repairs funded in part or en�rely with WSDA FA funds must be pre-approved by WSDA FA.

FOOD ASSISTANCE: Washington State Department of Agriculture Food Assistance (WSDA FA) programs.

INDIRECT EXPENSES: The general overhead expenses of an organiza�on that cannot be readily iden�fied with a par�cular program. For the purposes of EFAP, the par�cipa�ng agency may elect to use their federal nego�ated indirect cost rate or the federal de minimis indirect cost rate of ten percent (10%). May not exceed the Administra�on Cap.

LEAD AGENCY (GRANTEE): The en�ty that holds a writen Agreement with Washington State Department of Agriculture Food Assistance (WSDA FA) to implement the program at the local level and/or through its Sub Agencies.

The term Grantee is used for state pass-through funded Grants. The term Subrecipient is used for federal pass-through funded Subawards. Also referred to as a provider.

PERIOD OF PERFORMANCE: The �meframe when an eligible program expense may be incurred and includes addi�onal �me for fiscal closeout of each fiscal year as defined in the writen Agreement.

PERIOD OF USE: The addi�onal length of �me beyond the period of performance for which equipment and capital improvements must be in use, per program requirements and procurement guidelines.

PERSONAL INFORMATION: Informa�on iden�fiable to any person, including, but not limited to, informa�on that relates to a person’s name, health, finances, educa�on, business, use or receipt of governmental services or other ac�vi�es, addresses, telephone numbers, social security numbers, driver license numbers, other iden�fying numbers, and any financial iden�fiers, and “Protected Health Informa�on” under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA) Public Law No. 104-191, § 264, 110 Stat. 1936, any financial iden�fiers, and other informa�on that may be exempt from public disclosure or other unauthorized persons under state and federal statutes.

RCW: Revised Code of Washington.

STATE: The State of Washington.

SUB AGENCY: The en�ty that holds a writen Agreement with a Lead Agency to implement the program at the local level. The term Subgrantee is used for state pass-through funded Subgrants. The term Subawardee is used for federal pass-through funded Sub-subawards. Also referred to as a provider.

SUBGRANTEE: The Food Pantry or Food Bank (Sub Agency) that has a writen Agreement with the Lead Agency to implement the program. Used for state pass-through funded Subgrants.

UNIFORM GUIDANCE: 2 CFR Part 200, Uniform Administra�ve Requirements, Cost Principles, and Audit Requirements for Federal Awards.

USC: United States Code.

VENDOR: An en�ty that provides goods or services on a fee-for-service or per-unit basis with contractual penal�es if the en�ty fails to meet program performance standards. Also known as a Contractor. The designa�on of Contractor will be iden�fied in any writen Agreement.

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WAC: Washington Administra�ve Code.

WSDA: The Washington State Department of Agriculture or its successor agency, if any.

2. ACCESS TO DATA. In compliance with Chapter 39.26 RCW, the Lead Agency must provide access to data generated under this Agreement to WSDA FA, the Joint Legisla�ve Audit and Review Commitee, and the State Auditor at no addi�onal cost. This includes access to all informa�on that supports the findings, conclusions, and recommenda�ons of the Lead Agency’s reports, including computer models and methodology for those models.

3. ADVANCE PAYMENTS PROHIBITED. The Lead Agency must not request payments in advance of or in an�cipa�on of goods or services to be provided under this Agreement.

4. ALL WRITINGS CONTAINED HEREIN. This Agreement contains all the terms and condi�ons agreed upon by the par�es. No other understandings, oral or otherwise, regarding the subject mater of this Agreement will be deemed to exist or to bind any of the par�es hereto.

5. AMENDMENTS. The par�es may amend this Agreement by mutual consent. Such Amendments are not binding unless in wri�ng and signed by personnel authorized to bind each of the par�es.

6. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336 ("ADA") 28 CFR Part 35). The Lead Agency must comply with the ADA, which provides comprehensive civil rights protec�on to individuals with disabili�es in the areas of employment, public accommoda�ons, state and local government services, and telecommunica�ons.

7. APPROVAL. This Agreement is not in effect unless signed by both the Lead Agency Authorized Representa�ve and the WSDA FA Authorized Representa�ve.

8. ASSIGNMENT. The Lead Agency must not transfer or assign this Agreement, or any claim arising under this Agreement, without prior writen consent of the WSDA FA.

8.1. WSDA FA under certain circumstances, may consider an assignment or transfer of an Agreement from a Lead Agency, however, only under the following circumstances:

a. The Lead Agency indicates an inability to perform services provided under the scope of work.

b. The Lead Agency is seeking assignment to an en�ty that meets the program eligibility criteria for the grant program.

c. The en�ty to whom the agreement would be assigned must meet all program eligibility requirements, including having the financial capabili�es to perform services under the Agreement’s scope of work.

8.2. If the Lead Agency’s Assignee does not meet eligibility and is not financially capable of performing under the Agreement, WSDA FA may at its discre�on, and with the concurrence of the original Lead Agency, enter into a new Agreement with another eligible en�ty which does meet all eligibility requirements and is financially capable of performing services as outlined in the Agreement’s scope of work.

a. The original Lead Agency must, under both circumstances, sign a WSDA FA Assignment Agreement, which includes a requirement that the original Lead Agency will remain responsible for all requirements of the Agreement that occurred prior to the Assignment.

8.3. WSDA FA under no circumstances will transfer or assign payment to an en�ty who is not the Lead Agency under this Agreement.

9. ATTORNEYS’ FEES. In the event of li�ga�on or other ac�on brought to enforce Agreement terms, each party bears its own atorney fees and costs.

10. AUDIT. The Lead Agency will meet the following audit requirements and submit the required documents from this sec�on to WSDA FA.

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10.1. General Requirements. The Lead Agency must maintain records and accounts in conformance with Paragraph 33, Maintenance of Records, Documents and Reports related to this Agreement and in a manner that will facilitate financial and compliance audits.

a. If an audit is required under Paragraph 10.2 or 10.3 and if the Lead Agency is a state or local government en�ty, the Office of the State Auditor will conduct audits. If the Lead Agency is a nonprofit organiza�on, the Lead Agency will procure the services of a qualified cer�fied public accountant to conduct audits.

b. WSDA FA reserves the right to recover from the Lead Agency all disallowed costs resul�ng from an audit.

c. Responses to any unresolved management findings and disallowed or ques�oned costs will be included with the audit report.

d. The Lead Agency must respond to WSDA FA requests for informa�on or correc�ve ac�on concerning audit issues within thirty (30) days of the date of request.

e. Any management leter from the auditor must also be included with the audit.

f. The Lead Agency will include the audit requirements of this Paragraph 10 in all Sub Agency Agreements.

10.2. Federal Funding of $750,000 or more. If the Lead Agency expends $750,000 or more from all federal sources during the Lead Agency's fiscal year, as determined under Part 200.501 of the Federal Award Uniform Guidance, the Lead Agency will obtain an annual Single Audit conducted in compliance with Federal Award Uniform Guidance and the requirements of this Agreement. The $750,000 includes the value of food received from federal food programs. If also receiving State Food Assistance funding, a Schedule of State Assistance must be included within the audit.

10.3. Federal Funding of $749,999 or less and State Funding of $100,000 or more. If the Lead Agency is not required to complete a Single Audit under Paragraph 10.2 and expends $100,000 or more in total state funds in a fiscal year, the Lead Agency must have a financial audit at least every two (2) years that covers the previous two (2) years as defined by Government Audi�ng Standards (The Revised Yellow Book) and according to Generally Accepted Audi�ng Standards (GAAS). The Lead Agency will submit annual audits to WSDA FA if the Lead Agency obtains annual audits for its own purposes. The Schedule of State Assistance must be included within the audit.

10.4. Federal Funding of $749,999 or less and State Funding of $99,999 or less. If the Lead Agency is not required to complete a Single Audit under Paragraph 10.2 or a financial audit under Paragraph 10.3, the Lead Agency will submit an Accoun�ng System Verifica�on Form (AGR-2206) signed by an independent Cer�fied Public Accountant or an appropriate financial officer who provides financial services to the Lead Agency, annually.

10.5. Submital Dates.

a. Ini�al Submital. Due within thirty (30) days of execu�on of this Agreement.

i. The Lead Agency will submit a copy of its most recent audit report. The Lead Agency is not obligated to resubmit an audit report if the Lead Agency previously submited its most recent audit report to

WSDA FA.

ii. If applicable, the Lead Agency will submit an Accoun�ng System Verifica�on Form (AGR-2206) and the Single Audit Exemp�on Form (AGR-2207) within thirty (30) days of execu�on of this Agreement.

b. Subsequent Submitals. Due on an annual basis, as applicable.

i. If required to prepare a Single audit, the Lead Agency will submit a copy of the Single Audit report annually. If a Single Audit is not required, and the Lead Agency is not audit exempt, the Lead Agency will submit the appropriate report a minimum of every two (2) years, or annually. Note: all audits are due within nine (9) months of the end of the Lead Agency's fiscal year.

ii. If applicable, the Lead Agency will submit an Accoun�ng System Verifica�on Form (AGR-2206) annually, within thirty (30) days a�er the end of their fiscal year.

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iii. The Lead Agency will submit the Single Audit Exemp�on Form (AGR-2207) annually, within thirty (30) days a�er the end of their fiscal year.

11. CALCULATION OF TIME. Unless otherwise expressly stated, all �me periods called for in this Agreement indicate calendar years, months, days.

12. CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY AND VOLUNTARY EXCLUSION - PRIMARY AND LOWER TIER-COVERED TRANSACTIONS. The Lead Agency, by signature the Agreement, cer�fies that the Lead Agency is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded in any Federal or State department or agency from par�cipa�ng in transac�ons.

12.1. OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement) (2 CFR Part 180), including the requirement to include a term or condi�on in all lower �er covered transac�ons (Agreements described in 2 CFR § 180.220) that the award is subject to 2 CFR Part 180.

12.2. The Lead Agency must conduct suspension and debarment checks prior to entering into any Agreement or Contract with a Contractor/Vendor with a value of $25,000 or more, including the requirement to include this in all lower �er covered transac�ons.

12.3. The Lead Agency agrees to access htps://sam.gov and ensure that all primary and lower �er covered transac�ons are not with en��es with a Federal Exclusion on their SAM registra�on and to keep a copy on file with the Lead Agency’s project records. Registra�on with the System for Award Management (SAM) and the requirements stated in 48 CFR § 52.204-7 to register with the System for Award Management at the SAM website (htps://sam.gov) are required for Lead Agencies (full SAM registra�on) and signing up for a Unique En�ty Iden�fier (UEI) for Sub Agencies (UEI number only).

12.4. Debarment and Suspension (Execu�ve Orders 12549 and 12689), an Agreement award (see 2 CFR Part 180.220) must not be made to par�es listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR Part 180 that implement Execu�ve Orders 12549 and 12689, “Debarment and Suspension.”

12.5. Nonprocurement Debarment and Suspension (2 CFR Part 417), SAM Exclusions contains the names of par�es debarred, suspended, or otherwise excluded by agencies, as well as par�es declared ineligible under statutory or regulatory authority other than Execu�ve Order 12549.

13. CIVIL RIGHTS AND NON-DISCRIMINATION ASSURANCE. The Lead Agency will ensure compliance with all federal, state, and local laws concerning civil rights and nondiscrimina�on.

13.1. The Lead Agency must prac�ce nondiscrimina�on in the employment of individuals and the delivery of services in all programs of the organiza�on. All have the right to be free from discrimina�on because of race, creed, color, na�onal origin, sex (including gender iden�ty and sexual orienta�on), honorably discharged veteran or military status, age, or the presence of any sensory, mental, or physical disability or the use of a trained dog guide or service animal by a person with a disability and this is recognized as and declared to be a civil right.

13.2. The Lead Agency and its agents, employees, and Sub Agencies must comply with all applicable requirements regarding civil rights and prohibit discrimina�on against all individuals based on their race, color, religion, sex (including pregnancy, sexual orienta�on, or gender iden�ty), na�onal origin, disability, age (40 or older), or gene�c informa�on (including family history).

13.3. The Lead Agency will par�cipate in any civil rights or nondiscrimina�on training required.

13.4. Some Federal Statutes and regula�ons prohibi�ng discrimina�on that may be applicable to this award include, without limita�on, the following:

a. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d, et seq.) and Treasury’s implemen�ng regula�ons at 31 CFR Part 22, which prohibit discrimina�on on the basis of race, color, or na�onal origin under programs or ac�vi�es receiving federal financial assistance. See religious employment excep�on in 13.4.e. of this Sec�on.

https://sam.gov/ https://sam.gov/

General Terms and Condi�ons Page 6 of 15

b. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601, et seq.), which prohibits discrimina�on in housing on the basis of race, color, religion, na�onal origin, sex, familial status, or disability.

c. Sec�on 504 of the Rehabilita�on Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimina�on on the basis of disability under any program or ac�vity receiving federal assistance.

d. The Age Discrimina�on Act of 1975, as amended (42 U.S.C. §§ 6101, et seq.), and Treasury’s implemen�ng regula�ons at 31 CFR Part 23, which prohibit discrimina�on on the Title II of the Americans with Disabili�es Act of 1990, as amended (42 U.S.C. §§ 12101, et seq.), which prohibits discrimina�on on the basis of disability under programs, ac�vi�es, and services provided or made available by state and local governments or instrumentali�es or agencies thereto.

e. The Civil Rights Act of 1964 prohibits employment discrimina�on based on religion but exempts religious en��es from this prohibi�on. 7 CFR § 16.3(c) expressly provides that religious organiza�ons par�cipa�ng in USDA assistance programs do not waive this exemp�on. Consistent with this legal authority, religious employers may preferen�ally hire persons whose beliefs and conduct are consistent with the employers’ religious precepts and not be at risk of losing USDA federal assistance funding.

14. CONFIDENTIALITY/SAFEGUARDING INFORMATION. “Confiden�al Informa�on” as used in this sec�on includes:

14.1. All material provided to the Lead Agency by WSDA FA that is designated as “confiden�al” by WSDA FA;

14.2. All material produced by the Lead Agency that is designated as “confiden�al” by WSDA FA; and

14.3. All Personal Informa�on in the possession of the Lead Agency that may not be disclosed under state or federal law.

14.4. The Lead Agency will comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confiden�al Informa�on.

14.5. The Lead Agency will use Confiden�al Informa�on solely for the purposes of this Agreement and will not use, share, transfer, sell or disclose any Confiden�al Informa�on to any third party except with the prior writen consent of WSDA FA or as may be required by law.

14.6. The Lead Agency will take all necessary steps to assure that Confiden�al Informa�on is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confiden�al Informa�on or viola�on of any state or federal laws related thereto.

14.7. Upon request, the Lead Agency will provide WSDA FA with its policies and procedures on confiden�ality.

14.8. WSDA FA may require changes to such policies and procedures as they apply to this Agreement whenever WSDA FA reasonably determines that changes are necessary to prevent unauthorized disclosures.

14.9. The Lead Agency will make the changes within the �me period specified by WSDA FA.

14.10. Upon request, the Lead Agency will immediately return to WSDA FA any Confiden�al Informa�on that WSDA FA reasonably determines has not been adequately protected by the Lead Agency against unauthorized disclosure.

a. Unauthorized Use or Disclosure. The Lead Agency will no�fy WSDA FA within five (5) business days of any unauthorized use or disclosure of any confiden�al informa�on and will take necessary steps to mi�gate the harmful effects of such use or disclosure.

15. CONFLICT OF INTEREST/ETHICS. Notwithstanding any determina�on by the Execu�ve Ethics Board or other tribunal, WSDA FA may, in its sole discre�on, by writen no�ce, terminate this Agreement if it is found a�er due no�ce and examina�on by WSDA FA that there is a viola�on of the Ethics in Public Service Act, Chapters 42.52 RCW and 42.23 RCW; or any similar statute involving the in the procurement of, or performance under this Agreement.

15.1. Specific restric�ons apply to entering into an Agreement with current or former state employees pursuant to Chapter 42.52 RCW. The Lead Agency and their Sub Agencies must iden�fy any person employed in any

General Terms and Condi�ons Page 7 of 15 capacity by the State of Washington that worked with the WSDA FA program execu�ng this Agreement, including but not limited to formula�ng or dra�ing the legisla�on, par�cipa�ng in procurement planning and execu�on, awarding, and monitoring of Agreements during the 24-month period preceding the start date of this Agreement.

15.2. Iden�fy the individual by name, the state agency by which previously or currently employed, the job �tle or posi�on held, and separa�on date (if applicable).

15.3. If it is determined by WSDA FA that a conflict of interest exists, the Lead Agency may be disqualified from further considera�on for the award of an Agreement.

15.4. In the event this Agreement is terminated as provided above, WSDA FA will be en�tled to pursue the same remedies against the Lead Agency as it could pursue in the event of a breach of the Agreement by the Lead Agency. The rights and remedies of WSDA FA provided for in this clause will not be exclusive and are in addi�on to any other rights and remedies provided by law. The existence of facts upon which WSDA FA makes any determina�on under this clause will be an issue and may be reviewed as provided in the “Disputes” clause of this Agreement.

16. CONFORMANCE WITH LAW. If any part of this Agreement appears to violate any statute or rule, the provision may be interpreted to conform to statute or rule if such interpreta�on conforms to the purpose of this Agreement.

17. CONTINUED ELIGIBILITY. The Lead Agency will con�nue to meet the following requirements throughout the Agreement term:

17.1. If the Lead Agency is not a public agency or federally recognized tribe, the Lead Agency must be recognized by the Internal Revenue Service (IRS) as a 501(c)(3) organiza�on. If the Lead Agency loses 501(c)(3) status during the Agreement term as a result of automa�c revoca�on for failure to file reports, the Lead Agency remains provisionally eligible to receive funding but, within thirty (30) days of no�ce of termina�on, the Lead Agency must reapply for 501(c)(3) status and provide proof of reapplica�on to WSDA FA.

17.2. This Agreement terminates upon the Lead Agency's failure to �mely provide proof of reapplica�on to WSDA FA, unless the Lead Agency can show good cause for the failure to reapply. The Lead Agency will forward documenta�on of IRS recogni�on of 501(c)(3) status to WSDA FA within 180 days of the reapplica�on date.

This Agreement terminates if the Lead Agency's tax-exempt status is denied, or the Lead Agency fails to �mely forward proof of status.

17.3. The Lead Agency shall be registered in the System for Award Management (SAM) and con�nue to maintain an ac�ve SAM registra�on with current informa�on at all �mes during which it receives federal funding.

17.4. If the Lead Agency is not a public agency or federally recognized tribe, the Lead Agency must be registered with the Washington Secretary of State’s office as a nonprofit corpora�on.

17.5. Churches and religious organiza�ons associated with a church are exempt from the obliga�ons of Paragraph 17 with the excep�on of Paragraph 17.3.

18. COPYRIGHT PROVISIONS. Unless otherwise provided, all materials produced under this Agreement are "works for hire," as defined by the U.S. Copyright Act, and owned by the WSDA FA.

18.1. WSDA FA will be considered the author of such Materials. In the event the Materials are not considered “works for hire” under the U.S. Copyright laws, the Lead Agency hereby irrevocably assigns all right, �tle, and interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to WSDA FA effec�ve from the moment of crea�on of such Materials.

18.2. “Materials” means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, adver�sements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproduc�ons. “Ownership” includes the right to copyright, patent, register and the ability to transfer these rights.

General Terms and Condi�ons Page 8 of 15

18.3. For Materials that are delivered under the Agreement, but that incorporate pre-exis�ng materials not produced under the Agreement, the Lead Agency hereby grants to WSDA FA a nonexclusive, royalty-free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare deriva�ve works, publicly perform, and publicly display.

18.4. The Lead Agency warrants and represents that the Lead Agency has all rights and permissions, including intellectual property rights, moral rights, and rights of publicity, necessary to grant such a license to WSDA

FA.

18.5. The Lead Agency will exert all reasonable effort to advise WSDA FA, at the �me of delivery of Materials furnished under this Agreement, of all known or poten�al invasions of privacy contained therein and of any por�on of such document which was not produced in the performance of this Agreement.

18.6. The Lead Agency will provide WSDA FA with prompt writen no�ce of each no�ce or claim of infringement received by the Lead Agency with respect to any Materials delivered under this Agreement. WSDA FA will have the right to modify or remove any restric�ve markings placed upon the Materials by the Lead Agency.

19. COVENANT AGAINST CONTINGENT FEES. The Lead Agency warrants that no person or selling agent has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or con�ngent fee, excep�ng bona fide employees or bona fide established commercial or selling agents maintained by the Lead Agency for the purpose of securing business.

19.1. In the event of the Lead Agency's breach of this clause, the WSDA FA has the right to annul this Agreement without liability. In lieu of annulling the Agreement, the WSDA FA may deduct the full amount of such commission, percentage, brokerage or con�ngent fee from the Agreement price or considera�on.

20. CUMULATIVE RIGHTS AND REMEDIES. The rights and remedies of the WSDA FA provided for in this Agreement are cumula�ve and not exclusive. The exercise of any right or remedy does not preclude the exercise of any other rights or remedies available at law, regardless of whether the right or remedy is available at the �me of the Agreement execu�on.

21. DISPUTES. Except as otherwise provided in this Agreement, when a dispute arises between WSDA FA and the Lead Agency that cannot be resolved by direct nego�a�on, the Lead Agency may request a dispute hearing by WSDA’s Director, who may designate another person (designee) to hear the dispute, as follows:

21.1. Lead Agency Disputes - The request for a dispute hearing must:

a. Be in wri�ng;

b. State the disputed issue(s);

c. State the rela�ve posi�ons of the par�es;

d. State the Lead Agency's name, address, and Agreement Number; and

e. Be mailed to the Director and the other party’s (respondent’s) representa�ve within fi�een (15) days a�er the par�es agree that they cannot resolve the dispute.

The respondent must send a writen answer to the requester’s statement to the Director and the requester within ten (10) business days. The Director must review the writen statements and reply in wri�ng to both par�es within fi�een (15) business days. At the discre�on of the Director or Director’s designee, the decision period may be extended upon no�ce to both par�es.

21.2. Sub Agency Disputes – The Lead Agency must establish a writen dispute resolu�on process for Sub Agencies under the Sub Agency Agreement prior to execu�on and:

a. The dispute resolu�on process must not include WSDA FA as arbitrator or mediator in any disputes between par�es.

b. Resolu�on of the dispute must be between the Lead Agency and Sub Agency, without WSDA FA involvement.

General Terms and Condi�ons Page 9 of 15

c. WSDA FA may provide feedback to the Lead Agency when involved in a Sub Agency dispute, based solely on the direct rela�onship between the Lead Agency and WSDA FA.

d. The Lead Agency shall provide a copy of the dispute process to all Sub Agencies within 45 days of the Sub Agency Agreement execu�on date.

21.3. Dispute Resolu�on Resources - Authorized by the state legislature in the 1984 Court Improvement Act, Dispute Resolu�on Centers (DRCs) help create solu�ons to resolve disagreements by offering voluntary, confiden�al, informal, and non-adversarial alterna�ves to the legal system. Each DRC is a private, nonprofit organiza�on or a service of local government with community-based facilitators. A list of DRCs by county may be found at: Washington State Dispute Resolu�on Centers.

This dispute process precedes any ac�on in a judicial or quasi-judicial tribunal. Nothing in this Agreement limits the par�es’ choice of a mutually acceptable alternate dispute resolu�on method in addi�on to the dispute resolu�on procedure outlined above.

22. DUPLICATE PAYMENT. The Lead Agency must not charge WSDA FA for the same services and expenses that the Lead Agency has charged or will charge to the State of Washington or any other party under any other Agreement. WSDA FA is not liable for duplicate payment of such charges.

23. GOVERNING LAW AND VENUE. This Agreement must be construed and interpreted in accordance with the laws of the State of Washington, and the venue of any ac�on brought in connec�on with this Agreement is proper only in the Superior Court for Thurston County.

24. GRANT (AGREEMENT) MANAGEMENT. The WSDA FA representa�ve iden�fied on the Agreement Face Sheet shall be the contact for all communica�ons about this Agreement. The Lead Agency's representa�ve iden�fied on the Agreement Face Sheet shall be the contact for all communica�ons about this Agreement. The Lead Agency shall no�fy WSDA FA in wri�ng and within two (2) business days of any changes in personnel serving as the Lead Agency's representa�ve.

25. INCORPORATION OF REFERENCED DOCUMENTS. Unless otherwise expressly stated, all atachments and documents referenced in this Agreement are incorporated and made a part of this Agreement.

26. INDEMNIFICATION. To the fullest extent permited by law, the Lead Agency will indemnify, defend, and hold harmless the State of Washington, WSDA FA, agencies of the State and all officials, agents, and employees of the State, from and against all claims for injuries or death arising out of or resul�ng from the performance of the Agreement.

26.1. “Claim” as used in this Agreement, means any financial loss, claim, suit, ac�on, damage, or expense, including, but not limited to, atorney’s fees, atributable for bodily injury, sickness, disease, or death, or injury to or the destruc�on of tangible property including loss of use resul�ng therefrom.

26.2. The Lead Agency’s obliga�on to indemnify, defend, and hold harmless includes any claim by the Lead Agency’s agents, employees, representa�ves, or any Sub Agencies or its employees.

a. The Lead Agency expressly agrees to indemnify, defend, and hold harmless the State for any claim arising out of or incident to the Lead Agency’s or any Sub Agency’s performance or failure to perform under the Agreement.

b. The Lead Agency’s obliga�on to indemnify, defend, and hold harmless the State will not be eliminated or reduced by any actual or alleged concurrent negligence of the State or its agents, agencies, employees, and officials.

26.3. The Lead Agency waives its immunity under Title 51 RCW, Industrial Insurance, to the extent it is required to indemnify, defend, and hold harmless the State and its agencies, officers, agents or employees.

27. INDEPENDENT CAPACITY OF THE LEAD AGENCY. The par�es intend that an independent rela�onship will be created by this Agreement. The Lead Agency and its employees or agents performing under this Agreement are not employees or agents of the State of Washington or WSDA. They will not hold themselves out as or claim to be an https://www.courts.wa.gov/court_dir/?fa=court_dir.dispute

General Terms and Condi�ons Page 10 of 15 officer or employee of WSDA or of the State of Washington by reason hereof, nor will they make any claim of right, privilege or benefit which would accrue to such an officer or employee under law. Conduct and control of the work will be solely with the Lead Agency.

28. INDUSTRIAL INSURANCE COVERAGE. The Lead Agency must comply with the provisions of Title 51 RCW, Industrial Insurance. If the Lead Agency fails to provide industrial insurance coverage or fails to pay premiums or penal�es on behalf of its employees, as may be required by law, the WSDA FA may collect from the Lead Agency the full amount payable to the Industrial Insurance accident fund. The WSDA FA may deduct the amount owed by the Lead Agency to the accident fund from the amount payable to the Lead Agency by the WSDA FA under this Agreement and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I’s rights to collect from the Lead Agency.

29. INSURANCE. The Lead Agency will maintain insurance coverage in full force and effect during the term of the Agreement.

29.1. Coverage must meet the following requirements:

a. Minimum public liability insurance coverage of $1,000,000 per occurrence.

b. The� coverage of not less than the replacement value…