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HomeMy WebLinkAboutExecuted PSA Between Kittitas County and KVOKittitas County Review Form Grants & Contract Agreement Contract/Grant I nformation Recommendation for Board of Health Review on Department Head Signature Director Date: q zJ 2 verification the contracting Agency is not suspended/Disbarred: Today's Date 7.I7.26 PBK Request #ffiqlD Fund/Department 116-Public Health Agenda Date Qlelzz Contract /Grant Agency: KVO Period Begin Date: Q7.OL23 Period End Date: 06.30.24 Total Grant/Contract Amount: 526,360 Grant/Contract N u mber: The professional services agreement outlines contractor's scope of work for the needs of general public, parents, and children or adults diagnosed with developmental disabilities. Contract/Grant Su m mary: Kittitas County Prosecutor, Aud itor, and Board of Health Review and Comment: APPROVED AS TO FORM: Signature of Prose r's Office Date \ Signature of Auditor's Office t ! Agency is not suspended/disbarred I Not Checked (reason) Grant/Contract Review Page 1 Financial lnformation Budget lnformation Pass Through lnformation Prosecutor Review TotalAmount State Funds $Federal Funds $ Percentage Cou nty Funds Matching Funds S CFDA# ln-Kind S atnEX ls Equipment being purchased?Who owns equipment? New Personnel bein hired?Contact HR hirin - reportin uirements Future impacts or liability to l(ittitas County: Budget Amendment Needed? New Division Created? Yes f attach budget form No E Why not Revenue Code 105 - 568.3340468 - sAL" Expense Code 105 - 568.54101 Agency to Pass Through Amount to Pass Through Expense Code: Sub-Contract Approved Date: Has the Prosecutor reviewed this agreement?Yes No County artments lm pacted BOCC A roval Needed? Assignment of Tracki lnformation Auditor Facilities Maintenance lnformation Services Human Resource Prosecutor Treasu rer Yes f,Non Staff Mem ber Presenting Auditor's Office Human Resource Prosecutor's Office Who Signed the grant application Reviewer Date Grant/Contract Review Page 2 PROFESSIONAL SERVICES AG REEMENT This Agreement is made by and between Kittitas County (hereinafter "the County") and Kittitas Valley Opportunities (hereinafter "Contractor"). The County and Contractor agree as follows: General Conditions; Attachment A (Scope of Work); Attachment B (Compensation); Attachment C (Proof of lnsurance); Attachment D (Program Agreement between County and DSHS for Developmental Disabilities County Services, including Exhibits A and B, which incorporates the DSHS and County Agreement on General Terms and Conditions by reference), Attachment F DSHS/DRW Agreement copies of which are attached hereto and incorporated herein by this reference as fully as if set forth herein. The term of this Agreement shall commence on the July 1 ,2023 and continue until June 30, 2024. Any parly may terminate this Agreement by giving thirty (30) days' notice in writing either personally delivered or mailed postage-prepaid by certified mail, return receipt requested, to the party's last known address for the purposes of giving notice under this paragraph. Contractor acknowledges and by signing this Agreement agrees that the lndemnification provisions set forth in Paragraphs 7 (lndependent Contractor), 9 (Taxes), '15 (Defense and lndemnity Agreement), 22 (PatenVCopyright lnfringement) and 25 (Confidentiality), are totally and fully part of this Agreement and have been mutually negotiated by the padies. Professional Services Agreement Page 1 lN WITNESS-WHEREOF, the parties have executed this Agreement ttris '# dayorW,2023. APPROVED: KITTITAS VALLEY OPPORTUNITIES BOARD OF COUNTY COMMISSIONERS KITTITAS o UNry, WASHINGTON natory Ch a nS ( 50"\ T\^,,tuu Print Name of Signatory Contractor Address Kittitas Valley Opportunities Dba Parent to Parent PO box 837 Ellensburg, WA 98926 Project Contact: Rolf Williams Executive Director Professional Services Agreement Page 2 Vi ce-atrman ABSENT Commissioner lerk of Board County's Address Kittitas County 205 West Sth Avenue, Suite 108 Ellensburg, WA 98926 Project Contact: Kasey Knutson County Coordinator cot ,StAL rt 7 (1,tnl t)' GENERAL CONDITIONS '1. Scope of Contractor's Services Contractor agrees to provide to the County services and any materials set forth in the project narrative identified in Attachment "A" during the Agreement period. No material, labor, or facilities will be furnished by the County, unless othenruise provided for in the Agreement. This Agreement is entered into between Contractor and the County. lts purpose is to provide a coordinated and comprehensive local program of services for persons with developmental disabilities and to fulfill the County's responsibilities in Attachment "D". This Agreement includes statements of the Developmental Disabilities Administration within DSHS (hereinafter "DDA") responsibilities from the attached Program Agreement despite DDA not being a party to this Agreement. 2. Pedormance of Work: Contractor shall perform work in accordance with, and shall comply with, all of the provisions of this Agreement. All work shall comply with applicable laws, codes ordinances and agreements. 3. Schedule of Performance Unless directed otherwise by the County, Contractor shall perform the work in accordance with any schedules made a pad of this Agreement. 4. Definitions 4.1 "Additional lnsured's" means the County, its successors and assigns, and the respective directors, officers, employees, agents and representatives of the County and its successors and assigns. 4.2 "Subcontractor" is any service provider or other vendor contracted by the Contractor to provide consumer services or any other work for the purpose of meeting the Contractor's obligations under this Agreement. 4.3 "Suppoft" means the following: Contractor's directors, officers, employees, agents and representatives; and sub-Contractors of any tier; the respective directors, officers, employees, agents and representatives of these sub- Contractors of any tier; and any other person or entity acting under the direction or control of, or on behalf of, Contractor or any Contractor's sub- Contractors of any tier in connection with or incident to the pedormance of the Work or this Agreement. 4.4 The "Work" means all of the duties listed in Attachment "A" and the performance of all other obligations, under this Agreement by Contractor or its Support. Professional Services Agreement Page 3 4.5 All definitions listed in Attachment D, Section 1 are incorporated by reference into this Agreement, with the exception of "Subcontractor". 5. Accountinq and Pavment for Contractor Services Payment to the Contractor for services rendered under this Agreement shall be as set forth in Attachment "B". Where Attachment "B" requires payments by the County, payment shall be based upon billings, supported unless otherwise provided in Attachment "B", by documentation of units of work actually performed and amounts earned, including where appropriate, the actual number of days worked each month, total number of hours for the month, and the total dollar payment requested. Unless specifically stated in Attachment "8" or approved in writing in advance by the Kittitas County Board of Commissioners, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in performance of this Agreement. Where required, the County shall, upon receipt of appropriate documentation, compensate the Contractor, no more often than monthly, through the County voucher system, for the Contractor's service pursuant to the fee schedule set forth in Attachment "B". 6. Assionment and Subcontracti nq No portion of this Agreement may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of the County. 6.1 Contractor recognizes that under the attached Attachment D the County has obligations relative to subcontracting that may effect this agreement. 6.2 Any assignments of indirect services entered into by Contractor shall ensure that all applicable terms and conditions of this Agreement will be met. Contractor remains responsible for allwork performance as detailed in this Agreement. 7. lndependent Contractor The Contractor's services shall be furnished by the Contractor as an independent Contractor and nothing herein contained shall be construed to create a relationship of employer- employee or master-servant, but all payments made hereunder and all services performed shall be made and performed pursuant to this Agreement by the Contractor as an independent Contractor. The Contractor acknowledges that the entire compensation for this Agreement is specified in Attachment "B" and the Contractor is not entitled to any County benefits including, but not Iimited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Kittitas County employees. Professional Services Agreement Page 4 Contractor will defend, indemnify and hold harmless the County, its Additional lnsured's, officers, agents or employees from any loss or expense, including but not limited to settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. 8. No Guarantee of Emplovment: The performance of all or part of this Agreement by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any sub-Contractor or any employee of any sub-Contractor by the County at the present time or in the future. 9. Taxes: The Contractor understands and acknowledges that the County will not withhold Federal or State income taxes. Where required by State or Federal law, the Contractor authorizes the County to make withholding for any taxes other than income taxes (i.e. Medicare). All compensation received by the Contractor will be reported to the lnternal Revenue Service at the end of the calendar yeil in accordance with the applicable IRS regulations. lt is the responsibility of the Contractor to make the necessary estimated tax payments throughout the year, if any, and the Contractor is solely liable for any tax obligation arising from the Contractor's performance of this Agreement. The Contractor hereby agrees to indemniflT the County against any demand to pay taxes arising from the Contractor's failure to pay taxes on compensation earned pursuant to this Agreement. The County will pay sales and use taxes imposed on goods or services acquired by the County hereunder as required by law. The Contractor must pay all other taxes including, but not limited to: Business and Occupation Tax, taxes based on the Contractor's gross or net income, or personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. 10. Requlation s and Reouirement: This Agreement shall be subject to all laws, rules and regulations of the United States of America, and State of Washington, and political subdivisions of the State of Washington and to any other provisions set forth herein or in the attached Attachments. '11. Riqht to Review: This contract is subject to review by any Federal or State auditor. The County or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the County. Such review may occur with or without notice, and may include, but is not limited to, on-site inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the Agreement and its performance, and any and all communications with or evaluation by service recipients under this Agreement. The Contractor shall preserve and maintain all financial records and records relating to the performance of work under this Professional Services Agreement Page 5 Agreement for 6 years after contract termination, and shall make them available for such review, within Kittitas County, State of Washington, upon request. 11.1 Records Maintenance: For six (6) years, unless otherwise stated herein, following the termination of this Agreement, Contractor shall maintain records that are sufficient to. i)Document the performance of all acts required by law, regulation, or this Agreement; Substantiate Contractor's statement of its organization's structure, tax status, capabilities, and performance; iii)Demonstrate accounting procedures and practices which sufficiently and properly document Contracto/s billings to the County and all expenditures made by the Contractor to perform as required by this Agreement; iii)Ascertain that personnel policies, procedures and practices are in compliance with this Agreement; and v)Ascertain that all taxes and insurance required by State and Federal law and this Agreement were paid by Contractor. Riqht of lnspection. Contractor shall give access to its facilities and records to the County, its officers, employees or agents, and to any other authorized officer, employee or agent of the State of Washington or the United States at all reasonable times. Authorized persons shall have the right to examine Contractor's performance and financial records and perform other activities to determine Contractor's compliance with the terms of this Agreement. 1 1.3 Notice of lnspections. The Contactor shall verball y notify the County immediately of any inspections, audits, accreditation, or program reviews of services by any individual, agency, or governmental unit, and to promptly provide the County with copies of any written reports of such inspections, audits, accreditation or program reviews. 12. Modifications 12.1 Either parly may request changes in the Agreement. Any and all agreed modifications shall be in writing, signed by each of the parties. 12.2 The County may, at any time, by written notice thereof to Contractor ("Change Notice") makes changes in the Work within the general scope of this Professional Services Agreement Page 6 11.2 Agreement, including, but not limited to. (a) changes in, revisions to, substitutions for, additions to or deletions of any Work; (b) changes in schedule; and (c) acceleration, deceleration or suspension of performance of any Work. 12.3 lf any change in the Work causes an increase or decrease on Contractor's cost of, or the time required for, performance of the Work, an equitable adjustment in the compensation to Contractor and in the schedule for the performance of the Work shall be made to reflect such an increase or decrease. 12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable adjustment, Contractor shall proceed in accordance with all Change Notices. Contractor must, within thirty (30) days after receipt of any Change Notice that does not set forth any acceptable adjustment, submit to the County a written statement setting forth any adjustment claimed. 12.5 lf any change results in a decrease in the Work performed, Contractor shall be entitled to compensation associated with changing the Work, such as revising design already completed, revising calculations already performed, and revising documents. 13. Termination for Default lf the Contractor defaults by failing to perform any of the obligations of the Agreement, including violating any law, regulation, rule or ordinance applicable to this Agreement, or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at the County's option, obtain performance of the work elsewhere. lf the Agreement is terminated for default, the Contractor shall not be entitled to receive any further payments under the Agreement until all work called for has been fully performed Any extra cost or damage to the County resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. lf a notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Conven ience parag raph hereof. Professional Services Agreement Page 7 14. Termination for Public Convenience: The County may terminate the Agreement in whole or in part whenever the County determines, in its sole discretion that such termination is in the best interests of the County. Whenever the Agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actualwork performed at unit contract prices for completed items of work. ln the event of such termination, an equitable adjustment shall be made in the compensation payable to Contractor. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Agreement by the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County. 15. Termination Due to Chanqe in Fundinq lf the funds upon which the County relied to establish any Program Agreement are withdrawn, reduced or limited, or if additional or modified conditions are placed on such funding, the County may terminate this Agreement by providing at least fifteen (15) calendar days written notice to the County. The termination shall be effective on the date specified in the notice of termination. 16. Defense & lndemnitv Aqreement: The Contractor agrees to and shall defend, indemnify and hold harmless the County, its Additional lnsured's, appointed and elective officers, agents 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, its Additional lnsured's, its elected or appointed officials, agents, or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, sustained by any person or persons and 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 Contractor, its sub-Contractors, its elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the County, its Additional lnsured's, appointed or elected officials, agents, or employees. lt is further provided that no liability shall attach to the County by reason of entering into this contract, except as expressly provided herein. 17. lndustrial lnsurance Waiver With respect to the performance of this Agreement and as to claims against the County, its Additional lnsured's, officers, agents and employees, the Contractor expressly waives its immunity under Title 5'1 of the Revised Code of Washington, the lndustrial lnsurance 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 the Contractor. This waiver is mutually negotiated by the parties to this Agreement. Professional Services Agreement Page 8 18. Venue and Choice of Law: ln the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of litigation shall be in the Superior Court of the State of Washington in and for the County of Kittitas. This Agreement shall be governed by the law of the State of Washington. 19. Withholdi Pavment: ln the event the Contractor has failed to perform any obligation to be performed by the Contractor underthis Agreement within the time set forth in this Agreement, then the County may, upon written notice, withhold all monies due and payable to Contractor, without penalty, until such failure to perform is cured or otherwise adjudicated. 20. Future Non-Allocation of Funds. lf 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 payments for services or amounts incurred after the end of the current fiscal period. No penalty or expense shall accrue to the County in the event this provision applies. 21. Conlractor Commitments, Wa rranties and Reoresentations: The Contractor represents and warrants to the County as follows: 21.1 The Contractor is duly incorporated, validly existing and in good standing under the laws of the State of Washington, and has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement. 21.2 The Contractor has the authority to execute this Agreement, to make the representations and warranties set forth in it and to perform the obligations of the Contractor under this Agreement in accordance with its terms. 21.3 The Contractor is a qualified service provider and is authorized to provide consumer services and additional consumer services. 21.4 This Agreement has been validly executed by an authorized representative of the Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor. 21.5 The Contractor has or will obtain prior to the commencement date such licenses, permits and other authorizations from federal, state and other governmental authorities, as are necessary for the performance of its obligations under this Agreement. 21.6 The Contractor is not in violation of any applicable law, ordinance or regulation the consequence of which will or may materially affect Contractor's ability to perform its obligations under this Agreement. The Contractor is not subject to any order or judgment of any court, tribunal or governmental agency which materially and adversely affects its operations or assets in the State of Washington, or its ability to perform its obligations under this Agreement. Professional Services Agreement Page 9 21.7 None of the representations or warranties in this Agreement, and none of the documents, statements, certificates or schedules furnished or to be furnished by Contractor pursuant hereto or in connection with the performance of the obligations contemplated under this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements of fact contained therein not misleading. 22. Patent/Copvriqht lnfrinqement: Contractor 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 Contractor infringes any patent or copyright. The Contractor 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: 22.1 Contractor shall be notified promptly in writing by County of any notice of such claim. 22.2 Contractor 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. 23. Disputes 23.1 General Differences between the Contractor and the County, arising under and by virtue of the Agreement Documents 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 promptly taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, instructions, and decisions of the Kittitas County Commissioners shall be final and conclusive. 23.2 Notice of Potential Claims The Contractor shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to act by the County, or (2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. Professional Services Agreement Page 10 23.3 Detailed Claim The Contractor shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the completion of the portion of the work from which the claim arose, and before final payment by the County, the Contractor has given the County a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or extension of time claimed to be due. 24. Ownership of ltems Produced All writings, programs, data, public records or other materials prepared by the Contractor and/or its consultants or sub-Contractors, in connection with performance of this Agreement shall be the sole and absolute property of the County and/or DSHS. 25. Confidentialitv The Contractor, its employees, Sub-Contractors, and their employees shall maintain the confidentiality of all information provided by the County or DSHS or acquired by the Contractor in performance of this Agreement, except: 1) as provided below, 2) upon the prior written consent of the Kittitas County Prosecuting Attorney; or 3) upon an order entered by a court after having acquired jurisdiction over the County. Contractor shall immediately give to the County notice of any judicial proceedings seeking disclosure of such information. Contractor shall indemnify and hold harmless the County, its Additional lnsured's, officials, agents or employees from all loss or expense, including, but not limited to settlements, judgments, setoffs, attorneys' fees and costs resulting from Contractor's breach of this provision. 25.1 The Contractor shall not use, publish, transfer, sell or otherwise disclose any Confidential lnformation gained by reason of this Agreement for any purpose that is not directly connected with the performance of the services contemplated hereunder, except: 25J.1As provided by law; or 25.1.2|n the case of Personal lnformation, as provided by law or with the prior written consent of the person or personal representative of the person who is the subject of the Personal information. 25.2 The Contractor shall protect and maintain all Confidential lnformation gained by reason of this Agreement against unauthorized use, access, disclosure, modification or loss. This duty requires the Contractor to employ reasonable security measures, which include restricting access to the Confidential lnformation by: Professional Services Agreement Page 1 1 25,3 25.4 Professional Services Agreement Page 12 25.2.1Allowing access only to staff that have an authorized business requirement to view the confidential information. 25.2.2 Physically securing any computers, documents, or other media containing the Confidential lnformation. 25.2.3 Ensure the security of Confidential lnformation transmitted via fax (facsimile) by verifying the recipient phone number to prevent accidental transmittal of Confidential lnformation to unauthorized persons. 25.2.4When transporting six (6) to one hundred forty nine (149) records containing Confidential lnformation outside a Secure Area, do one or more of the following as appropriate: 25.2.4(1) Use a Trusted System 25.2.4(2) Encryptthe Confidential lnformation, including 25.2.4(2)(i) Email and/or email attachments. 25.2.4(2)(ii) Confidential lnformation when it is stored on portable devices or media, including but not limited to laptop computers and flash memory devices. 25.2.5 When transporting one hundred fifty (150) records or more containing Confidential lnformation outside a Secure Area refer to the requirements in Attachment D, Exhibit A. Data Security Requirements. 25.2.6 Send paper documents containing Confidential lnformation via a Trusted System To the extent allowed by law, at the end of the Agreement term, or when no longer needed, the parties shall return Confidential lnformation or certify in writing the destruction of Confidential lnformation upon written request by the other party Paper documents with Confidential lnformation may be recycled through a contracted firm, provided the contract with the recycler specifies that the confidentiality of the information will be protected, and the information destroyed through the recycling process. Paper documents containing Confidential lnformation requiring special handling (e g. protected health information) must be destroyed through shredding, pulping or incineration. 25.5 The compromise of potential compromise of Confidential lnformation must be reported to the County within one (1) business day of discovery. The parties must also take actions to mitigate the risk of loss and comply with any notification or other requirements imposed by law. 26. Notice: Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, notice shall be given by the Contractor to the department head of the department for whom services are rendered, and to the Kittitas County Commissioners, 205 W 5th Ave, Suite 108, Ellensburg, WA 98926. Notice to the Contractor for all purposes under this Agreement shall be given to the address reflected on the signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class, postage prepaid. 27. Severability: lf any term or condition of this Agreement or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this Agreement are declared severable. 28. Miscellaneous 28.1 The County's failure or delay to insist upon strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be construed as a waiver or relinquishment to any extent of its right to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather the same shall be and remain in full force and effect. This Agreement embodies the entire Agreement between the County and Contractor, and supersedes any and all prior agreements, regarding the Work. No change, amendment or modification of any provisions of this Agreement shall be valid unless set forth in a written instrument signed by the party to be bound thereby. The rights and remedies of the County set forth in any provision of this Agreement are in addition to and do not in any way limit any other rights of remedies afforded to the County by any other provisions of this Agreement, by any of Contractor's Support or by law. The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs. 28.2 28.3 28.4 29. Waiver: Professional Services Agreement Page 13 Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or subsequent breach. No terms or conditions of this Agreement shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. 30. s rVIVA The provisions of paragraphs 7, 9, 11, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 29, 31, and 32, shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 31. Nondiscrimination 31.1 The County is an equal opportunity employer 31.2 Nondiscrimination in Emplovment ln the performance of this Agreement, the Contractor will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap; provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular worker involved. The Contractor shall ensure that applicants are employed, and that employees are treated during employment without discrimination because of their race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap. Such action shall include, but not be limited to: employment, upgrading, demotion or transfers, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and programs for training including apprenticeships. The Contractor shall take such action with respect to this Agreement as may be required to ensure full compliance with local, state and federal laws prohibiting discrimination in employment. 31.3 Nondiscrimination inServices The Contractor will not discriminate against any recipient of any services or benefits provided for in this Agreement on the grounds of race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap. 31.4 lf any assignment and/or subcontracting has been authorized by the County, said assignment or subcontract shall include appropriate safeguards against discrimination. The Contractor shall take such action as may be required to ensure full compliance with the provisions in the immediately preceding paragraphs herein. Professional Services Agreement Page 14 32. Prevailinq Waqe Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics employed in the performance of any part of the Work in accordance with RCW 39.12 and the rules and regulations of the Department of Labor and lndustries. The schedule of prevailing wages rates for the locality or localities of the Work is determined by the lndustrial Statistician of the Department of Labor and lndustries. lt is the Contractor's responsibility to verify the applicable prevailing wage rate. lt is understood that the Contractor is responsible for obtaining and completing all required government forms and submitting same to the proper authorities. Disputes regarding prevailing wage rates shall be referred for arbitration to the Director of the Department of Labor and lndustries. The arbitration decision shall be final and conclusive and binding on all parties involved in the dispute as provided for by RCW 39.12.060. 33. Debarment Ceftification The Contractor certifies that it: 33.1 ls not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency. 33.2 Has not within a three-year period preceding the execution of this contract with Kittitas County, been convicted of or had a civiljudgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlemenl, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice. 33.3 ls not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph 33.2 of this section. 33.4 Has not within a three-year period preceding the preceding the execution of this contract with Kittitas County had one or more public transactions (Federal, State, or local) terminated for cause of default. 34. Treatment of Client Property. The Contractor shall ensure that any adult client receiving services from the Contractor under this Agreement has unrestricted access to the client's personal property. The Contractor shall not interfere with any adult client's ownership, possession, or use of the client's property. The Contractor shall provide clients under age eighteen (18) with reasonable access to their personal property that is appropriate to the client's age, development, and needs. Upon termination or completion of the Agreement, the Contractor shall promptly release to the client and/or the client's guardian or custodian all of the client's personal property. This section does Professional Services Agreement Page 15 not prohibit the Contractor from implementing such lawful and reasonable policies, procedures and practices as the Contractor deems necessary for safe, appropriate, and effective service delivery (for example, appropriately restricting clients' access to, or possession or use of, lawful or unlawful weapons and drugs). 35. Title to Propertv. Title to all property furnished or purchased by the County for use by the Contractor during the term of this Agreement shall remain with the County. Title to all property purchased or furnished by the Contractor for which the Contractor is entitled to reimbursement by the county under this Agreement shall pass to and vest in the County. The Contractor shall take reasonable steps to protect and maintain all County property in its possession against loss or damage and shall return County property to the County upon termination or expiration of this Agreement pursuant to which it was purchased or furnished, reasonable wear and tear excepted. 36. Subrecipient Requirements. 36.1 General. lf the Contractor is a subrecipient of federal awards as defined by Office of Management and Budget (OMB) Circular A-133, the Contractor shall: (1) Maintain records that identify, in its accounts, all federal awards received and expended and the federal programs under which they were received, by Catalog of Federal Domestic Assistance (CFDA) title and number, award number and year, name of the federal agency, and name of the pass-through entity; (2) Maintain internal controls that provide reasonable assurance that the County is managing federal awards in compliance with laws, regulations, and provisions of contracts or grant agreements that could have a material effect on each of its federal programs; (3) Prepare appropriate financial statements, including a schedule of expenditures of federal awards; (4) lncorporate OMB Circular A-133 audit requirements into all agreements between the Contractor and its Subcontractors who are sub recipients; (5) Comply with any future amendments to OMB Circular A-133 and any successor or replacement circular or regulation; (6) Comply with the applicable requirements of either 2 CFR Part 225 (OMB Circular A-87) or 2 CFR Part 230 (OMB Circular A-122), and any successor or replacement circular or regulation as applicable; and Professional Services Agreement Page'16 (7) Comply with the Omnibus Crime Control and Safe Streets Act of 1968; Title Vl of the Civil Rights Act of 1964; Section 504 of the Rehabilitation Act of 1973; Title ll of the Americans with Disabilities Act of 1990; Title lX of the Education Amendments of 1972', The Age Discrimination Act of 1975', and The Department of Justice Non-Discrimination Regulations at 28 CFR Part42, Subparts C. D, E, and G, and 28 CFR Parts 35 and 39. (See http ://www. oj p. usd oj. g ov/a bo ut/offices/ocr. htm fo r add ition a I information and access to the aforementioned federal laws and regulations.) 36.2 Sinqle Audit Act Compliance. lf the Contractor is a sub recipient and expends $500,000 or more in federal awards from all sources in any fiscal year, the County shall procure and pay for a single audit or a program-specific audit for that fiscal year. Upon completion of each audit, the Contractor shall: (1) Submit to the County contact person, listed on the first page of the Program Agreement, the data collection form and reporting package specified in OMB Circular A-133, reports required by the program-specific audit guide (if applicable), and a copy of any management letters issued by the auditor; and (2) Follow-up and develop corrective action for all audit findings, in accordance with OMB Circular A-133, and prepare a "Summary Schedule of Prior Audit Findings." 36.3 Other Audit. lf the Contractor is not subject to an OMB Circular A-133 audit, the Contractor shall provide to the County a CPA audit or CPA review within 180 days of the subcontractor's fiscal year end. The scope of the audit or review shall include the entire operation and related legal entity, be in accordance with Generally Accepted Accounting Principles (GAAP), and include a management letter that addresses any audit findings. 36.4 Overpavments. lf it is determined by the County, or by DSHS, or by an auditor during the course of a required audit, that the Contractor has been paid unallowable costs under any applicable Program Agreement, DSHS or the County may require the Contractor to reimburse DSHS in accordance with either 2 CFR Parl225 (OMB Circular A-87) or 2 CFR Part 230 (OMB Circular A-122), as applicable. 37. Order of Precedence ln the event of an inconsistency in this Agreement and any Attachments, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence, in the following order, to: 37.1 Applicable federal and State of Washington statutes and regulations; Professional Services Agreement Page 17 37.2 DSHS and County Agreement on Special Terms and Conditions (lncorporated by reference in Attachment D); 37.3 Attachment D: DSHS and County Program Agreement on DDA County Services; 37.4 This Agreement. Professional Services Agreement Page 18 ATTACHMENT ''A'' SCOPE OF WORK Funding is provided for the following activities and deliverables related to the administration of the Parent to Parent (P2P) and Parent Coalition programs whose goals are to provide emotional support and information and legislative advocacy to families of children with developmental disabilities. 1. Organization and implementation of parent support meetings to provide information, education, and referrals to services; and support to parents and families of children with developmental disabilities. a. Deliverable: By June 30, 2024, the contractor will facilitate at least forty (40) support meetings annually. 2. Weekly availability to families and other community contacts for information and referrals. a. Deliverable: Through June 30,2024, the P2P coordinatorwill be available Monday-Friday from 9am-Spm via phone, email, Facebook, or in person. 3. Publish and distribute quarterly newsletter to families and community partners a. Deliverable: Through June 30,2024, quarterly newsletters will be published and distributed. b. Deliverable: By June 30, 2024, the number of contacts on the database for the quarterly newsletter will increase by 30. 4. Host a community outreach and education event. a. Deliverable: By June 30, 2024, the contractor will host or coordinate with the County Coordinator and/or Transition Team, at least one outreach and education event. 5. Maintain a Parent Coalition program in Kittitas County. a. Deliverable: Through June 30,2024 the contractorwill participate in all scheduled teleconferences with the Statewide Parent Coalition and Community Advocacy Coalition. b. Deliverable: By June 30, 2024, the contractor will increase the number of contacts on the list serve by at least 15. c. Deliverable: Through June 30,2024, the contractor will disseminate legislative and advocacy information through the Facebook page and the email list serve at least quarterly. 6. Provide quarterly reports to the County. a. Quarterly reports to the County shall be due by the following dates Professional Services Agreement Page 19 I ii iii iv Professional Services Agreement Page 20 October 15, 2023(for July 1-September 30, 2023) January 15,2023 (for October 1-December 31,2023) April '15,2024 (for January 1-March 31,2024) July 1 5,2024 (for April 1-June 30,2024) b. Quarterly reports shall include, at a minimum:i. A narrative of progress on the deliverables outlined above.ii. Number parent support meetings held and location.iii. Number of participants attending parent support meetings.iv. Number of contacts made for information and referrals via phone, email, Facebook, and in person. v. Copy of the quarterly newsletter published and/or emailed.vi. List of community partners receiving quarterly newsletter.vii. Number of new contacts receiving quarterly newsletter.viii. Number of outreach/community education events held.ix. Number of participants at outreach events.x. Number of teleconferences attended.xi. Numbers of new emails added to Parent Coalition list serve.xii. Number of emails sent out through list serve (include copies of emails). 7. Provide a report and/or presentation of progress of these deliverables to the Kittitas County Developmental Disabilities Advisory Committee and the Board of County Commissioners prior to the end of the contract period. ATTACH ENT ''E}" COMPENSATION As full compensation for satisfactory performance of the work as described herein, the County shall pay Contractor compensation in an amount not to exceed $26,360.00. The Contractor agrees to: . Submit invoices, at least quarterly, to the County within thirty (30) days following the last day of the month or quarter being invoiced. . Submit invoices for actual expenses incurred during the billing period. (The County will not pay invoices for an equal monthly or quarterly amount based on full contract com pensation. ). Provide detail of expenses being billed for and supporting documentation for those expenses. Supporting documentation can include, but is not limited to, receipts, invoices, or purchase orders. For payroll expenses, supporting documentation needs to show exact salary and benefit expenses and/or timesheets from the billing period. Professional Services Agreement Page 21 Amount Activitv $6,000.00 Salary and related expenses for the Parent Coalition program coordinator $20,000.00 Salary and related expenses for the Parent to Parent program coordinator $360.00 Canva Subscription $26,360.00 TOTAL ATTACHMENT ''C'' Proof of lnsurance The Contractor shall secure and maintain in effect at all times during performance of the Work such insurance as will protect Contractor, its Support and the Additional lnsured's from all claims, losses, harm, costs, liabilities, damages and expenses arising out of personal injury (including death) or property damage that may result from performance of the work or this Agreement, whether such performance is by Contractor or any of its Support. A copy of the additional insured endorsement must be submitted prior to entering into the contract so that the County may ensure that all insurance provided is occu rrence-based, prima ry and non-contri butory. a All insurance shall be issued by companies admitted to do business in the State of Washington and have a rating of A-, Class Vll or better in the most recently published edition of Best's Reports unless otherwise approved by the County. lf an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. The Contractor shall provide proof of insurance for: 1)Commercial General Liabilitv lnsurance Coverage limits not less than: . $1,000,000 per occurrence per project . $3,000,000 project aggregate . $1,000,000 products & completed operations aggregate . $1,000,000 personal and advertising injury, each offense Certificate Holder - Kittitas County The Certificate must name the County as additional insured as defined in the Agreement All insurance provided in compliance with this Agreement shall be primary and non-contributory as to any other insurance or self- insurance programs afforded to or maintained by the County. Sixty (60) days written notice to the County of cancellation of the insurance policy. 2)Stop Gap/Emplovers Liabilitv Coverage limits not less than: . $1,000,000 each accident . $1,000,000 disease - policy limit . $1,000,000 disease - each employee Thirty (30) days written notice to the County of cancellation Professional Services Agreement Page22 3) of the insurance policy. Commercial Automobile Liabilitv lnsurance I Automobile Liability for owned, non-owned, hired, and leased vehicles, with an MCS 90 endorsement and a CA 9946 endorsement attached if 'pollutants' are to be transported. Coverage limits not less than: . $1,000,000 combined single limit Thirty (30) days written notice to the County of cancellation of the insurance policy. I 4) Workers' Compensation.. Workers' Compensation in amounts required by law 7) ProfessionalLiability. Professional Liability lnsurance covering professional errors and "'':'' "r?:#;i 3 ?':?#.X',.,"5;".: o " t h e fo I I ow i n g m i n i m u m I i m i ts : o $3,000,000 project aggregate. lf insurance is on a claims-made form, its retroactive date, and that of all subsequent renewals, shall be no later than the effective date of this Agreement.. Sixty (60) days written notice to the County of cancellation of the insurance policy. Contractor shall furnish the County a certificate of insurance with Endorsement as evidence that policies providing insurance required by this Agreement are in full force and effect. Contractor hereby waives all rights of recourse, including any right to which another may be subrogated, against Kittitas County for personal injury, including death, and property damage. Contractor's insurance policies required above shall be primary insurance and shall be non-contributing with any other insurance maintained by Kittitas County. The Contractor shall assume full responsibility for all loss or damage from any cause whatsoever to any tools, Contractor's employee-owned tools, machinery, equipment, or motor vehicles owned or rented by the Contractor, or the Contractor's agents, suppliers or contractors as well as to any temporary structures, scaffolding and protective fences. The Contractor shall have sole responsibility for ensuring the insurance coverage and limits required are obtained by subcontractors. NOTE: No contract shall form until and unless a copy of the Certificate of lnsurance with Endorsement, properly completed and in the amount required, is attached hereto. Professional Services Agreement Page 23 ATTACHMENT ''D'' Program Agreement between DSHS and the County for DDA County Services Professional Services Agreement Page 24 ATTACHMENT "F'' DSI_IS/DRW AGREEMENT DOC. max (wa.qov) Professional Services Agreement Page 25