SAMPLE:_Subrecipient_Agreement.docx

TEMPLATE

Title: Comment by Kristy Lysell: Title should be reflective of services and must be less than 75 characters. The title MUST also match exactly in WD. Examples – can copy and paste in Word to appear larger. :

Contract Number:

Start Date:

End Date:

Fiscal Year:

The County reserves the right to extend this Agreement for additional periods. The decision to extend is subject to the original procurement, availability of funding, the continued priority of need for a specific service, and satisfactory performance by the Subrecipient during the period specified in this Agreement. Notification of intent to extend Agreement for additional periods with the Subrecipient will occur prior to the expiration of this Agreement.

ALN(s): Comment by Kristy Lysell: Formerly CFDA, now Assistance Listing Number (ALN).

FAIN(s): Comment by Kristy Lysell: Federal Award Identification Number (FAIN)

Subrecipient:

Mailing Address:

Contact Name:

Title:

Phone:

Email:

<Other> Contact:

Email:

Agency UBI:

Agency UEI: Comment by Kristy Lysell: Formerly DUNS

<<Department Name>> Contract Team Comment by Kristy Lysell: These can be changed as needed, but ultimately the goal is to provide appropriate contact information for the program and fiscal staff in support of the subrecipient’s needs.

Contract Owner: Comment by Kristy Lysell: Who is ultimately responsible for the contract – per the new policy, owner is the term the county will use.

Email:

Program Contact:

Email:

<<type>> Contact: Comment by Kristy Lysell: Enter the type, i.e. fiscal, program, etc.

Email:

NOW, THEREFORE, for and in consideration of the mutual covenants, promises, and agreements contained herein, County and Subrecipient, mutually agree that Subrecipient shall provide the services and comply with the requirements set forth herein and the exhibits and attachments, incorporated by reference into this Agreement:

EXHIBITS AND ATTACHMENTS

C: General Terms and Conditions

D: Insurance Requirements

This Agreement, including all Exhibits and other documents incorporated by reference, contains all the terms and conditions agreed upon by the parties. No other understandings and representations, verbal or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind the parties. The parties signing below warrant that they have read and understand this Contract and have authority to enter this Agreement.

[add name and title here]

Approved As to Form Only by Deputy Prosecuting Attorney

FOOTER (delete this word, for comment purposes only) Comment by Kristy Lysell: Do not change the footer title, page numbers, spacing, etc. Only add the SC#. Each exhibit does not need to be identified in the footer as this is all 1 contract containing all elements per the cover page.

NUMBERING (delete this word, for comment purposes only) Comment by Kristy Lysell: The numbering is an outline format. After making an entry, hit the “enter” key and it will automatically drop to the next number. If you need to adjust the indent for numbering purposes, you can simply use the “increase indent and decrease indent” buttons under “paragraph” on the Home Tab. DO NOT ADJUST OR CHANGE NUBMERING FORMAT.

EXHIBIT A – STATEMENT OF WORK

For purposes of this Agreement, the term:

1.1. “Agreement” or “Contract” or “Subaward” means this document and all Exhibits and other documents incorporated by reference, containing all terms and conditions agreed upon by the parties.

1.2. “CFR” means Code of Federal Regulations.

1.3. “Client” means an individual who receives services, or is eligible to receive services, under this Agreement.

1.4. “RCW” means Revised Code of Washington.

1.5. “WAC” means Washington Administrative Code.

2. BACKGROUND AND PURPOSE Comment by Kristy Lysell: This section is a snapshot of the overall intent of the contract. This can include a description of the program and the expectations of what is required in delivering the services we are purchasing, background, etc.

2.1. <<Brief statement of statute or ordinance that required or authorized this service if applicable>>

2.2. The purpose of this Agreement is to…

3. TERM OF AGREEMENT Comment by Kristy Lysell: Please choose an option if applicable, keeping in mind any restrictions from the funding source. If this section does not apply to the agreement, delete.

3.1. The initial term of this Agreement begins on the Start Date listed on page 1 of this Agreement and ends on the End Date listed on page 1 of this Agreement.

3.2. OPTION 1: This Agreement may be renewed for additional 12-month terms, at the County’s discretion and at a cost agreeable to the County, for a total maximum term of 5 years.

3.3. OPTION 2: This Agreement will be automatically renewed for a maximum of <<XX>> additional 12-month terms, at the same rates listed in Exhibit B, unless either party provides a notice of non-renewal at least thirty (30) calendar days before the end of the current term.

3.4. OPTION 3: The term of this Agreement may be extended, at the County’s discretion and at no additional cost to the County, up to an additional <<XX>> months.

3.5. OPTION 4: The term of this Agreement may not be extended.

4. SUBRECIPIENT RESPONSIBILITIES Comment by Kristy Lysell: This section is not limited to the two sections provided. It can include program specific subtitles and terms and/or include any of the following examples:

Service requirements Service Delivery Organizational Design Population Served / Eligibility Contractor Licensing Allegations of Abuse/Neglect Release of Information Confidentiality Staff Training and background checks Personnel/Credentialing/Licensing

4.1. Service Delivery

4.1.1. The Subrecipient shall…..

4.1.2.

4.2. Population Served / Eligibility

4.2.1. Clients shall be….

4.3. <<Anything else not already covered that may result in deliverables/outcomes>>

Performance Measure: Provide community-based services at local shelters and technical assistance, professional development services, and training to shelter staff.

Outcome: Improve shelter staff ability to successfully work with residents with housing needs, by providing 40 hours of “Moving to Permanent Housing” training to shelter staff annually.

Outputs:

Number of trainings provided at each shelter Dates of trainings Number of participants at each training

Performance Measure: Provide employment support services to a minimum of 50 clients, to include resume building, job coaching, practice interviews, and applying for employment.

Outcomes:

100% of the clients will register with an employment agency, such as Worksource, NeoGov, etc.

90% of the clients will obtain gainful employment.

80% of the clients will remain employed for at least one-full year or longer.

5.1.1. Provide <<description of service category>>

5.1.1.1. Outcome: <<intended outcome of service>>

5.1.1.2. Outputs: <<numbers/data that should be reported on to demonstrate progress toward outcome>>

5.1.2. Provide <<description of service category>>

5.1.2.1. Outcomes: <<intended outcomes of services>>

5.1.2.2. Outputs: <<numbers/data that should be reported on to demonstrate progress toward outcome>>

6. MONITORING/COMPLIANCE Comment by Kristy Lysell: This section should include county and other monitoring requirements, including any state/federal reviews and the expectations of the contractor to provide full access to monitors/auditors in regards to the requirements of the fund source(s). This section could also include any of the following:

Compliance with laws/regs Authorities and standards Authorized services General Compliance Evidence of contract performance and compliance

6.1. The County, or any duly authorized state or federal representatives, may conduct announced and unannounced monitoring of the Agreement and program services. Monitoring may include, but is not limited to:

6.1.1. Reviews of invoices and backup documentation.

6.1.2. Reviews of compliance with background checks, licensing and certification requirements and other terms of this Agreement.

6.1.3. Reviews of records related to the performance of this Agreement, including personnel and other records, policies, procedures, or service delivery data.

6.1.4. Reviews regarding the quality, appropriateness and timeliness of services provided under this Agreement.

6.1.5. Inspections and/or audits of financial records, computers, or electronic systems of the Subrecipient and of any subcontractor, that pertain to the ability of the entity to bear the risk of potential financial losses, or to services performed or determinations of amounts payable under the contract per Section 1903(m)(A)(iv) of the Social Security Act.

6.1.6. On-site inspections of any and all Subrecipient and subcontractor locations.

6.2. The Subrecipient shall notify the County when an entity (state/federal/other local) other than the County performs an audit or monitoring described under this section related to any activity contained in this Agreement. The County reserves the right to request/review copies of the results of any review performed.

6.3. All performance measures, reviews, and monitoring conducted by the County shall meet the minimum standard of ninety (90) percent to be considered compliant, unless otherwise stated. For performance measures, reviews, and monitoring that fall below the ninety (90) percent threshold, the Subrecipient may be subject to a Corrective Action Plan (CAP).

6.4. Use of County Logo for Marketing Comment by Kristy Lysell: Delete this section if not applicable.

6.4.1. The Subrecipient shall include the County logo, in a design pre-approved by the County, in all bid solicitations, flyers, posters, and other outreach or marketing materials related to the services provided under this Agreement.

6.4.1.1. The above-referenced materials shall also include a written acknowledgement of County funding, which may be provided in a statement similar to the following: “These services are supported by funding from Pierce County through its [Department name] Department.”

6.4.2. The Subrecipient may contact the County contacts listed on page 1 of this Agreement to obtain an image file of the County logo.

6.5. Compliance with Laws and Regulations

6.5.1. Subrecipient shall provide services in compliance with:

6.5.1.1. 2 CFR Part 200, the Uniform Administrative Guidance.

6.5.1.2. <<List relevant CFRs, WACs, RCWs, etc. here if applicable.>>

6.6. General Compliance

6.6.1. <<List other compliance requirements that are not already covered here or delete>>

7. REPORTING/DELIVERABLES Comment by Kristy Lysell: Deliverables is usually an all-encompassing section of anything the contract is requiring the contractor to "deliver" under the contract - this can be reports, plans, policies, performance measures/outcomes/outputs. This can be a summary of these items from other sections of the contract.

7.1. The Subrecipient is responsible for submitting all deliverables in a timely manner. Deliverables shall be submitted in the format that is identified or provided by the County and shall be submitted to <<name>> at <<XXXXX@piercecountywa.gov>> unless instructed otherwise. Deliverables include:

7.1.1. Monthly reports on each performance measure to include progress on each measure, status of outcomes, and outputs.

7.1.2. <<Other required deliverables as applicable to the performance measure/outcome section above - MAKE SURE ALL REPORTING REQUIRED BY FEDERAL GRANT IS INCLUDED >>

8. COUNTY RESPONSIBILITIES Comment by Kristy Lysell: Only keep this section if it is relevant – add any requirements that fall on the County.

8.1. To accomplish the intent of this Agreement, as appropriate under the circumstances, County shall:

8.1.1. Provide required forms for any reports the Subrecipient is required to submit to the County under this Agreement, If applicable.

8.1.2. Provide technical assistance on program-related matters.

8.1.3. <<Additional County responsibilities, if applicable>>

9. CORRECTIVE ACTIONS

9.1. If the Subrecipient defaults as defined in the Termination for Default section of the General Terms and Conditions, or is at risk of default, the County may, at its own discretion, require the Subrecipient to develop and execute a corrective action plan (CAP), which must be submitted for approval to the County within 30 calendar days of notification. CAPs may require modification of policies or procedures by the Subrecipient relating to the fulfillment of its obligations pursuant to this Agreement. The County may extend or reduce the time allowed for corrective action depending upon the nature of the situation.

9.1.1. CAPs must include:

9.1.1.1. A brief description of the situation requiring corrective action.

9.1.1.2. The specific actions to be taken to remedy the situation.

9.1.1.3. A timetable for completion of the actions.

9.1.1.4. Identification of individuals responsible for implementation of the plan.

9.1.2. Corrective action plans are subject to approval by the County, which may:

9.1.2.1. Accept the plan as submitted.

9.1.2.2. Accept the plan with specified modifications.

9.1.2.3. Request a modified plan.

9.1.2.4. Reject the plan.

10. OTHER SECTIONS AS APPLICABLE Comment by Kristy Lysell: You can add additional sections as needed starting here, OR any fund source specific requirements can also be included in a special terms and conditions exhibit. If adding here, just continue with the same formatting as above in all other sections.

11.

EXHIBIT B – COMPENSATION AND FINANCIAL REQUIREMENTS

1. COMPENSATION

1.1. The County shall provide funding for satisfactory performance of the services as set forth in the Statement of Work in this Agreement, at the rates and in the amounts agreed upon in this Agreement. The Subrecipient shall use all funds provided pursuant to this Agreement to support only the services as described within this Agreement and may not supplant other programs or fund sources.

1.2. Funding is contingent upon the receipt of funds from contractual Agreements between Pierce County and state government federal government, or other sources. If funding is withdrawn, reduced, suspended, or reallocated, after the effective date of this Agreement and prior to normal completion, Pierce County will notify the Subrecipient per section 1.2.1. In such instances, the County may terminate the Agreement, withdraw funding, or renegotiate the Agreement subject to those new funding limitations and conditions. If the source of funding for this Agreement is eliminated on a temporary or permanent basis, Pierce County will not be responsible for reimbursing the Subrecipient for any work performed after the receipt of the notification.

1.2.1. Should a change in fund source occur or become necessary, the County shall notify the Subrecipient immediately, by issuing a formal amendment, unless the Agreement is formally terminated in which the County will follow the termination process per the General Terms and Conditions (GTC). The Subrecipient shall keep a copy of any notices on file with the Agreement as the record of change.

1.3. Funds shall not be obligated for:

1.3.1. Costs incurred prior to start date of this Agreement:

1.3.1.1. Any action subsequent to an order from the County for suspension or termination of the project except as may be reasonably necessary for the protection of life and property; which could otherwise be avoided; or which is otherwise eligible of the action precipitating the order for suspension or termination is found to be acceptable to the County; or

1.3.2. Reimbursement requests that include ineligible or inappropriate costs pursuant to state or federal laws and regulations (e.g., RCW, WAC, CFR), or as defined in the GTC or statement of work.

1.3.2.1. The Subrecipient shall refund to the County any payment or partial payment expended by the Subrecipient, Subcontractor’s, or consultants which is subsequently found to be ineligible, inappropriate, or illegal.

1.4. The Subrecipient shall provide services in the most effective, efficient, and economical manner possible to establish a prudent financial management system.

1.5. The initial maximum consideration is not to exceed $ , as shown in the funding table below. It is the responsibility of the Subrecipient to monitor their monthly expenses and ensure that they do not exceed the maximum consideration for the fund source(s).

Payment Period: <<DATE>> through <<DATE>> Comment by Kristy Lysell: Table can be replaced with program specific funding table – do not include in the numbering outline, it is to remain a part of section 1.5.

Payment Period: <<DATE>> through <<DATE>> Comment by Kristy Lysell: Table can be replaced with program specific funding table – do not include in the numbering outline, it is to remain a part of section 1.5.

Payment Period: <<DATE>> through <<DATE>> Comment by Kristy Lysell: Table can be replaced with program specific funding table – do not include in the numbering outline, it is to remain a part of section 1.5.

1.6. Funding for <<Administration/Indirect>> may not exceed the total amount per the table above. Any unspent funding from <<Administration/Indirect>> may be moved to another line without a formal amendment. The Contractor shall inform the County immediately of their intent to move funds between any lines prior to taking action and, if approved by the County, the Contractor must submit an updated budget within 15 days. Comment by Kristy Lysell: This section is optional, so keep or delete. If you choose to keep, please choose the correct term.

2. FEDERAL FUNDING REQUIREMENTS

2.1. It is understood when applicable, federal funds provided by this Agreement and program income generated by the project are federal funds administered by the County and are subject to those regulations and restrictions normally associated with federal programs including the Uniform Administrative Requirements, Cost Principles, and Audit Requirements, per 2 CFR §200.

2.2. Federal funding under this Agreement is awarded by the Assistance Listing Number (ALN) . Federal fund sources have spending limitations and/or restrictions, it is the Subrecipients responsibility to clearly separate allowable costs from unallowable costs, in accordance with federal programs, per 2 CFR §200.

2.3. If the Subrecipient has an approved federally recognized indirect rate, the Subrecipient may provide a copy to the County to receive that rate under this Agreement. The Subrecipient shall provide the County copies of the approval letter no less than annually, and upon any renewals or changes in rates, including any rate reductions. Failure to provide documentation may result in the inability to utilize the rate under this Agreement.

3. BILLING AND PAYMENT

3.1. The Subrecipient shall bill the County monthly using an invoice form <<provided by>>/<<acceptable to>> the County. Each calendar month shall be considered a billing period. Comment by Russell Wrigg: Choose provided by if you are requiring them to use a specific invoice form. Choose acceptable to if they are using their own form.

3.2. The Subrecipient shall submit invoices to <<invoice email>> no later than fifteen (15) calendar days after each billing period ends.

3.3. The Subrecipient shall include the following items with each invoice:

3.3.1. The Contract Number.

3.3.2. The start and end date of the billing period.

3.3.3. Documentation to support the amount of the request for reimbursement.

3.3.4. A brief narrative of the services provided, including: Comment by Kristy Lysell: Change this section accordingly to what is required per the Agreement and/or department specific requirements.

3.3.4.1. <<Number of eligible individuals served.>>

3.3.4.2. <<The types of services provided to eligible individuals.>>

3.3.4.3. <<Information required to be reported monthly in Exhibit A – Statement of Work, and documentation to support the reported information.>>

3.4. The County shall issue payment no later than thirty (30) calendar days after receipt of a properly completed invoice. Invoices that are incomplete or missing required documentation may result in delayed payment.

3.5. The County reserves the right to modify the invoice form as necessary. The County will provide any revisions or changes to the Subrecipient in a timely manner.

3.6. Fiscal Year End. The Subrecipient shall:

3.6.1. For the final invoice of the current calendar year, submit the invoice to the County by no later than January 7th of the new year in order to ensure final payment is accrued.

3.6.2. For Agreements ending in any month other than December, submit the final invoice no later than the specific date to be provided by the County.

4. ADD ADDITIONAL REQUIREMENTS WHEN REQUIRED STARTING HERE Comment by Kristy Lysell: This is where any additional requirements/information per the award contract should be added. Please keep formatting and numbering consistent with the rest of the contract.

EXHIBIT C – GENERAL TERMS & CONDITIONS

1. Amendments. All amendments to this Agreement shall be in writing and approved by the County.

2. Applicable Law and Venue. This Agreement shall be governed, construed, and interpreted according to the laws of the State of Washington. In the event either Subrecipient or County deems it necessary to institute legal action or proceedings to enforce any right or obligation under this Agreement, Subrecipient and County agree that any such action or proceedings shall be brought in Pierce County Superior Court. Subrecipient and County shall be responsible for their own attorney’s fees and costs.

3. Assignment and Subcontracting. No portion of this Agreement may be assigned to any other individual, firm, or entity without the prior express written approval of County. The County has the right to request copies of all subcontracts, agreements, or memorandum of understandings if subcontracting is approved.

In addition, all Subcontracts must be in writing and specify all responsibilities and requirements appropriate to the service or activity delegated under the Subcontract and must incorporate or include all terms and conditions of this Agreement. No subcontract terminates the legal responsibility of the Subrecipient to the County to perform the terms of this Agreement. The Subrecipient shall be responsible for the acts and omissions of any Subcontractor, and the Subrecipient is responsible for all contractual obligations, financial or otherwise, to its Subcontractors. The County has no contractual obligations to any Subcontractor under a contract with the Contractor.

4. Background Checks. The Subrecipient shall conduct criminal background checks on all staff, volunteers, and subcontractors’ prior to initiating work with any individual under eighteen years of age, a vulnerable adult as defined in chapter 74.34 RCW, or a vulnerable person as defined in RCW 9.96A.060 who is receiving services under this Agreement. The Subrecipient shall maintain appropriate documentation of all background checks performed in its employees’ files.

In addition, when applicable, the Subrecipient shall ensure when employees performing services under this Agreement are required to have specific credentials, licenses, and education, employees meet all required standards and source document verification is maintained in employee files.

5. Billing Limitations. The Subrecipient shall submit timely invoices as detailed in Exhibit B. Unless otherwise specified under this Agreement, the County shall not reimburse any claims for services submitted more than six (6) months after the calendar month in which the services were performed.

6. Confidentiality. The Subrecipient, its employees, subcontractors, and their employees shall maintain the confidentiality of all information provided by the County or acquired by the Subrecipient in performance of this Agreement, except upon the prior written consent of the Pierce County Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the County. Subrecipient shall immediately give to the County notice of any judicial proceeding seeking disclosure of such information. Subrecipient shall indemnify and hold harmless the County, its officials, agents or employees from all loss or expense, including, but not limited to settlements, judgments, setoffs, attorneys' fees, and costs resulting from Subrecipient's breach of this provision.

7. Close-Out. Subrecipient shall submit to County at the end of the period of performance of this Agreement all financial, performance, and other reports as required by Exhibit’s A and B of this Agreement.

8. Conflict of Interest and Code of Conduct. County may, in its sole discretion, by written notice to Subrecipient, terminate this Agreement if it is found, after due notice and examination by County or its agent that there is a violation of chapter 42.23 RCW, or any similar statute involving the Subrecipient in the procurement of, or performance of this Agreement. In the event this Agreement is terminated as provided above, County shall be entitled to pursue the same remedies against Subrecipient as it could pursue in the event of a breach of this Agreement by Subrecipient. The rights and remedies of County provided for in this section (8) shall not be exclusive and are in addition to any other rights and remedies provided by this Agreement or law. The existence of facts upon which County makes a determination under this section (8) shall be an issue and may reviewed as provided in the Dispute Resolution section (12) below.

9. Data Security. Subrecipient agrees to abide by and maintain adequate data security measures consistent with applicable laws and regulations and industry standards and best practices.

10. Debarment. Subrecipient shall assure that its officers, agents, subcontractors, and consultants shall not fund, have an Agreement with, or engage the services of any consultant, subcontractor, supplier, or other party who is debarred, suspended, or otherwise ineligible to receive funds. Subrecipient certifies that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in the Agreement by any federal department or agency. If requested by County, Subrecipient shall complete a certification to the terms of this section (10).

11. Defend, Hold Harmless and Indemnity.

11.1. Subrecipient, and its officers, agents, employees, subcontractors, and/or consultants, agree to defend, indemnify and save harmless County and its appointed and elective officers and employees, from and against all loss or expense including, but not limited to, judgments, settlements, attorney’s fees and costs by reason of any and all claims and demands upon the County, and its elected or appointed officials or employees, for damages because of personal or bodily injury, including death, at any time resulting therefrom, sustained by any person or persons, or on account of damage to property, including loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the Subrecipient, its officers, agents, employees, subcontractors, and/or consultants, successor or assigns, or the County, or its appointed or elected officers, employees or agents, except only such injury or damage as shall have been occasioned by the sole negligence of the County, or its appointed or elected officials or employees.

11.1.1. The preceding section (11.1) is valid and enforceable only to the extent of Subrecipient’s negligence where the damages arise out of services or work in connection with or collateral to, a contract or agreement relative to construction, alteration, repair, addition to, subtraction from, improvement to, or maintenance of, any building, highway, road, railroad, excavation, or other structure, project, development, or improvement attached to real estate, including moving and demolition in connection therewith, a contract or agreement for architectural, landscape architectural, engineering, or land surveying services, or a motor carrier transportation contract and where the damages are caused by or result from the concurrent negligence of (1) the County or its agents or employees, and (2) the Subrecipient or the Subrecipient’s agents or employees.

11.2. With respect to performance of this Agreement and as to claims against the County, its officers, agents, and employees, Subrecipient expressly waives its immunity under RCW 51, the Industrial Insurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this Agreement extend to any claim brought by or on behalf of any employee of Subrecipient. This waiver is mutually negotiated by the parties to this Agreement.

11.3. In addition to any other remedy authorized by law, County may retain so much of the money otherwise due Subrecipient as deemed necessary by the County to ensure indemnification until disposition has been made of such suits or claims subject to the provisions of this section.

11.4. No liability shall attach to the County by reason of entering into this Agreement, except as expressly provided herein.

11.5. Capital Projects

11.5.1. Subrecipient shall bear sole responsibility for damage to completed portions of the project and to property located off the project caused by erosion, siltation, run-off, or other related items arising during construction of the project.

11.5.2. Subrecipient shall also bear sole responsibility for any pollution of rivers, streams, ground water, or other waters which may occur as a result of construction operations.

11.5.3. Subrecipient shall exercise all necessary precautions throughout the life of the project to prevent pollution, erosion, siltation, and damage to property.

12. Dispute Resolution. Differences between Subrecipient and County arising under this Agreement shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled, or other appropriate action may be promptly taken. Subrecipient and County shall meet and confer in good faith for the purpose of reaching a mutually satisfactory resolution of the dispute within fifteen (15) days of the date delivered or mailed postage paid to the County address identified on page one (1) of this Agreement, of said request.

13. Drug-Free Workplace. Subrecipient shall maintain a written drug-free workplace policy, notifying employees that the possession or use of a controlled substance is prohibited in the workplace, and specifying the actions which will be taken against employees for any violation of the policy. The policy shall be developed and prominently posted as soon as practically possible, but no later than sixty (60) calendar days after the effective date of this Agreement.

14. Entire Agreement. This written Agreement represents the entire Agreement between the Subrecipient and County and supersedes any prior oral statements, discussions, or understandings between Subrecipient and County.

15. Future Non-Allocation of Funds. Notwithstanding any other terms of this Agreement, if sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the County will not be obligated to make payment for services of amounts after the end of the fiscal period through which funds have been appropriated and allocated, unless authorized by County ordinance. No penalty or expense shall accrue to the County in the event this provision applies.

16. Independent Contractor Relationship. Subrecipient and County are and shall at all times be deemed independent contractors. Nothing herein shall be construed as creating the relationship of employer and employee, or principal and agent, between Subrecipient and County and the County or any of the Subrecipient’s employees or agents. Subrecipient and County shall each retain all authority for services rendered, standards of performance, control of personnel, and other matters incident to the performance of services by Subrecipient and County, respectively, pursuant to this Agreement.

17. Licensing and Accreditation Standards. Subrecipient agrees to comply with all applicable federal, state, and local licensing requirements, all applicable accrediting or certification standards, and any other standards or criteria established by County to ensure quality of services, and to supply proof of said compliance upon demand.

18. No Third-Party Beneficiary. County does not intend by this Agreement to assume any contractual obligations to anyone other than Subrecipient, and Subrecipient does not intend by this Agreement to assume any contractual obligations to anyone other than County. County and Subrecipient do not intend that there be any third-party beneficiary to this Agreement.

19. Non-Discrimination.

19.1. During the performance of this Agreement, Subrecipient shall comply with federal, state, and local laws including, but not limited to:

19.1.1. Section 703, Titles VI and VII of the Civil Rights Act of 1964 [42 U.S.C. 2000d et seq.], the Civil Rights Act of 1991 [42 U.S.C. 1981].

19.1.2. The Americans with Disabilities Act of 1990 (ADA) [42 U.S.C. 12101 et seq.].

19.1.3. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 [42 U.S.C. 3601 et seq.].

19.1.4. Sections 503 and 504 of the Rehabilitation Act of 1973 [29 U.S.C. 793 and 794], the Age Discrimination in Employment Act of 1967 [29 U.S.C. 621].

19.1.5. The Age Discrimination Act of 1975 [42 U.S.C. 6102].

19.1.6. The Vietnam Era Veterans Readjustment Assistance Act of 1974 [38 U.S.C. 2011].

19.1.7. Any relevant Executive Order (E.O.) issued by the President of the United States.

19.1.8. The Washington Equal Pay and Opportunities Act [Chapter 49.58 RCW].

19.1.9. The Washington State Law Against Discrimination [Chapter 49.60 RCW].

19.1.10. Any related provisions of the Code of Federal Regulations (CFR), Washington Administrative Code (WAC) and Revised Code of Washington (RCW), or any subsequent amendments to these provisions.

19.2. Requirements of County’s Equal Employment Opportunity Policy are incorporated by reference to this Agreement and include, but are not limited to, the following:

19.2.1. Subrecipient shall not discriminate against any employee or applicant for employment, nor conduct any unlawful employment practices because of race, color, religion, creed, national origin, sex, sexual orientation, age, marital status, veteran status, the presence of any sensory, mental, or physical disability, or the use of a trained guide dog or service animal by a disabled person. This requirement does not apply, however, to a religious corporation, association, or educational institution with respect to the employment of individuals of a particular religion to perform work connected with the operation of such corporation, association, or educational institution, in pursuit of its activities.

19.2.2. Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf of Subrecipient, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, creed, national origin, sex, sexual orientation, age, marital status, veteran status, or the presence of any sensory, mental, or physical disability, genetic information, or the use of a trained guide dog or service animal by a disabled person. For newspaper advertisements, Subrecipient may state that Subrecipient is an Equal Opportunity Employer, instead of using the longer qualification.

19.2.3. Subrecipient will not, on the basis of race, color, religion, creed, national origin, sex, age, disability, sexual orientation, marital status, or veteran status:

19.2.3.1. Deny an eligible individual any services or other benefits provided under this Agreement, or any subcontracts awarded pursuant to this Agreement.

19.2.3.2. Provide any services or other benefits to an individual which are different or are provided in a different manner from those provided to others under this Agreement or any subcontracts awarded pursuant to this Agreement.

19.2.3.3. Subject an individual to unlawful segregation or separate treatment, or unlawful discriminatory treatment in any manner related to the receipt of any services and/or the use of the Subrecipient's facilities, or other benefits provided under this Agreement; nor

19.2.3.4. Deny any individual an opportunity to participate in any service provided by this Agreement or afford an opportunity to do so which is different from that afforded others under this Agreement. In determining: (1) the types of service or the benefits to be provided; (2) the class of individuals to whom, or the situation in which, such services or other benefits will be provided; or (3) the class of individuals to be afforded an opportunity to participate in any service or other benefits; the Subrecipient will not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination because of their race, color, religion, creed, national origin, sex, sexual orientation, age, marital status, veteran status, or the presence of any sensory, mental, or physical disability, or the use of a trained guide dog or service animal by a disabled person.

19.2.4. As required by Title II/III of the ADA regarding places of public accommodation, Subrecipient will ensure equal opportunity for individuals with disabilities to receive services. Subrecipient will make reasonable modifications to policies, practices, and procedures that deny equal access to individuals with disabilities.

20. Ownership of Items Produced. All writings, programs, data, public records, or other materials prepared by the Subrecipient and/or its consultants or subcontractors, in connection with the performance of this Agreement shall be the sole and absolute property of the County.

21. Patent/Copyright Infringement.

21.1. Subrecipient will defend and indemnify the County from any claimed action, cause or demand brought against the County, to the extent such action is based on the claim that information supplied by the Subrecipient infringes any patent or copyright. The Subrecipient will pay those costs and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payments are conditioned upon the following:

21.1.1. That Subrecipient shall be notified promptly in writing by County of any notice of such claim.

21.1.2. Subrecipient shall have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information, in the event such claim of infringement, is made, provided no reduction in performance or loss results to the County.

22. Payment of Taxes. Subrecipient shall pay all federal, state, and local taxes incurred by Subrecipient. Subrecipient shall require payment of all federal, state, and local taxes incurred by any of its subrecipients, subcontractors, consultants, and agents who are paid from funds provided under this Agreement or act in furtherance of this Agreement. Satisfactory performance of this section (22) is a condition precedent to payment by the County under this Agreement.

23. Political Activity Prohibited – Byrd Anti-Lobbying Compliance. By signature of this Agreement, the Subrecipient agrees none of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, lobbying activities, or to further the election or defeat of any candidate for public office as defined in 2 CFR §200.450 or any successor.

24. Proprietary Software. In the event Subrecipient accesses County’s proprietary software applications to perform any work under this Agreement, Subrecipient shall read and agree to the terms and conditions of the software license agreement, and shall not violate the terms and conditions of the software license agreement including, but not limited to:

24.1. The use of the software application shall be restricted to employees or subcontractors.

24.2. The Subrecipient shall not “pirate” or reverse engineer the software application; and/or

24.3. Otherwise use the application in any way that may harm the County.

25. Recapture Provisions. In the event the Subrecipient fails to comply with any of the terms and conditions of this Agreement and that failure results in an overpayment, or Subrecipient fails to expend funds under this Agreement in accordance with state and federal laws and/or provisions of this Agreement, the County reserves the right to recapture funds in an amount equivalent to the overpayment or extent of the noncompliance. Such right of recapture shall exist for a period not to exceed one (1) year following Agreement termination or Agreement completion. Repayment by the Subrecipient of funds under this recapture provision shall occur within 30 calendar days of demand. If repayment is not made within the specified time frame, the County may secure repayment, plus interest, if any, utilizing available remedies.

26. Recordkeeping, Reporting, and Audits.

26.1. Subrecipient shall maintain all records required by applicable federal, state, and local regulations and to demonstrate compliance with this Agreement. The public shall be granted reasonable access to all “public records” associated with this Agreement for up to six (6) years following the termination or expiration of this Agreement in accordance with, and subject to any limitations or exemptions under the Public Records Act, RCW 42.56, or any other applicable state or federal law. This Agreement is subject to review by any Federal or State auditor. County or its designees shall have the right to review and monitor the financial and service components of this Agreement by whatever means are deemed expedient by the County. Such review/right to access may occur with or without notice, and may include, but is not limited to, on-site inspection and inspection of all records or other materials which the County deems pertinent to this Agreement and its performance. Subrecipient shall preserve and maintain all financial records and records relating to performance of this Agreement for six (6) years after termination or expiration, and shall make them available for such review, within Pierce County, State of Washington, upon reasonable request.

26.2. Subrecipient shall maintain written policy and procedural manuals for all services, information systems, personnel, and accounting/finance in sufficient detail such that operations can continue should staff changes or absences occur.

26.3. Subrecipient shall establish and maintain in conformance with applicable accounting laws, regulations, and standards an accounting system that, at a minimum:

26.3.1. Adequately and separately identifies all funding sources and all application of funds associated with providing the required services including, but not limited to, local, state, and federal grants, fees, donations, federal funds, and all other funds, public or private.

26.3.2. Provides a means to gather fiscal data necessary to determine; a) the cost of a unit of service; b) the bid price; and c) if funds were generated more than allowable costs.

26.3.3. Accurately identifies all costs incurred by Subrecipient, even when no revenue is received from services.

26.4. Subrecipient shall maintain all records containing information pertaining to projects, contracts, grants, or sub-grant awards, and all authorizations, obligations, non-obligated balances, assets, outlays, liabilities, expenditures, and revenue.

26.5. Subrecipient shall maintain all books, records, documents, reports, and other evidence of accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in performance of this Agreement. Subrecipients shall maintain their fiscal books, records, documents, and other data in a manner consistent with relevant generally accepted accounting principles.

26.6. Upon reasonable request by County, Subrecipient shall provide to County all information, data, and other reporting, to the fullest extent permitted by law, that is required by the County to comply with federal, state, and local laws and to meet the County’s reporting obligations.

26.7. Audit Obligations

26.7.1. Subrecipient shall submit to the County’s fiscal representative an independent audit engagement letter and satisfy the other conditions set forth below, as applicable:

26.7.1.1. Subrecipients that are required to have a Single Audit under 2 CFR §200 Subpart F must submit a copy of the independent audit engagement letter to the County upon execution of this Agreement.

26.7.1.2. When state funds are also to be paid under this Agreement, a Schedule of State Financial Assistance must also be included.

26.7.1.3. Subrecipient shall inform the County’s fiscal representative in advance of the date and time of the independent auditor’s exit interview with Subrecipient so that a County representative can be present if the County so desires.

26.7.1.4. Subrecipient shall submit the independent Certified Public Accountant (CPA) auditor’s financial statement report, Single Audit reports and the management letter (collectively referred to as “reports”) to the County within thirty (30) calendar days following the issuance of such reports. Further, Subrecipient shall:

26.7.1.4.1. Provide comments on any findings and recommendations in the reports, including a plan for corrective action for any findings.

26.7.1.4.2. Make available working papers of the reports to County.

26.7.1.5. Subrecipient shall include all relevant audit requirements in any subcontracts.

26.7.2. When Subrecipient is a state or local government entity, the Office of the State Auditor will conduct the audit.

26.7.3. Audits of non-profit organizations are to be conducted by a certified public accountant selected by the Subrecipient in accordance with 2 CFR §200.509.

26.7.4. In the event Subrecipient’s independent auditor does not provide the assurances necessary to satisfy relevant legal audit requirements, County retains the right to request a full audit and Subrecipient will be responsible for all costs incurred to provide the required audit and assurances.

26.7.5. If Subrecipient receives an annual audit due to requirements other than stated in this Agreement, Subrecipient shall submit all reports from these audits to the County’s fiscal representative in accordance with section 26.7.1.4 above.

26.7.6. For Subrecipients who are not required to obtain a Single Audit, County, at its discretion, may require the Subrecipient to obtain an independent review or an independent audit, at the Subrecipient’s expense, conducted by an independent CPA. A Single Audit requirement may also apply.

27. Religious Activities. In accordance with the First Amendment of the United States Constitution and with Article 1, Section 11 of the Washington State Constitution, generally, funds received under this Agreement may not be used for religious activities. The following restrictions and limitations apply to the use of funds provided by County under this Agreement:

27.1. Subrecipient may not engage in inherently religious activities, such as worship, religious instruction, or proselytization as part of the services funded under this Agreement.

27.2. Subrecipient may engage in inherently religious activities, but such activities must be separated in time or place from the services provided to beneficiaries under this Agreement and participation in such activities by individuals to receive services under this Agreement must be…