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HomeMy WebLinkAbout07.01.23-06.30.24 Robin Read DDAC FacilitationKittitas County Review Form Y"rl rxrs f"Ili"`'TY Grants & Contract Agreement Today's Date 9.18.23 Fund/Department 116-Public Health Contract/Grant Information Contract /Grant Agency: Robin Read DDA: Facilitation PBK Request #: I�l yb Agenda Date: I )L) Period Begin Date: 7.1.23 Period End Date: 6.30.24 Total Grant/Contract Amount: Not to Exceed $2,000 Grant/Contract Number: Contract/Grant Summary: Facilitation of Developmental Disability Acvisory Committee (DDAC) meetings to create partnership projects to provide employment support and services for young adults with developmental disabilities. Recommendation for Board of Health Review on Department Head Signature: Director Date: Kittitas County Prosecutor, Auditor, and Board of Health Review and Comment APPROVED AS TO FORM: Signature of Prosecutor's Date �1F4 Signature of Auditor's Office Date Verification the Contracting Agency is not Suspended/Disbarred: ❑ Agency is not suspended/disbarred ❑ Not Checked (reason) Grant/Contract Review Page 1 Financial Information Total Amount $2,000 Percentage County Funds Is Equipment being purchased? State Funds $ Matching Funcs $ in -Kind $ =plain vVho owns equipment? Federal Funds $2,000.00 CFDA# New Personnel being hired? j --cntact HR hiring— reporting requirements Future impacts or liability to Kittitas County: Budget Information Budget Amendment Needed? Yes ❑ New Division Created? attach budget form I No ® Why not I Revenue Code 10-9-368.-34.04.E8 Expense Code 105-568.34101 Pass Through Information Agency to Pass Through Amount to Pass Through Sub -Contract Approved Date: Expense Code: Prosecutor Review Has the Prosecutor reviewed this agreement? Yes 0 No ❑ County Departments Impacted Auditor Facilities Maintenance Information Services Human Resource Prosecutor Treasurer BOCC Approval Needed? Yes ❑ Staff Member Presenting: Assignment of Tracking Information Auditor's Office Human Resource Prosecutor's Office Who Signed the grant application Reviewer I Date I Grant/Contract Review Page 2 PROFESSIONAL SERVICES AGREEMENT This Agreement is made by and between Kittitas County (hereinafter "the County") and Robin Read (hereinafter' Contractor"). The County and Contractor agree as follows: General Conditions; Attachment A (Scope of Work); Attachment B (Compensation) Attachment C (Proof of Insurance); 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) 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 party 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 acknowledgBs and by signing this Agreement agrees that the Indemnification provisions set forth in Paragraphs 7 (Independent Contractor), 9 (Taxes), 15 (Defense and Indemnity Agreement), 22 (Patent/Copyright Infringement) and 25 (Confidentiality), are totally and fully part of this Agreement and have been mutually negotiated by the parties. Professional Services Agreement Page 1 IN WITNESS WHEREOF, the parties have executed this Agreement this of 2022"_ Robin Read Signature of Signatory (Date ) Print Name of Signatory Signature of Signatory (Date ) Print Name of Signatory Contractor Address: Robin Read 1301 N Main Street Ellensburg, WA 98926 Project Contact: Robin Read Professional Services Agreement Page 2 APPROVED: BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON Chairman Vice -Chairman Commissioner Attest: Clerk of the Board County's Address: Kittitas County 205 West 5th Avenue, Suite 108 Ellensburg, WA 98926 Project Contact: Kasey Knutson County Coordinator day GENERAL CONDITIONS 1. Scope of Contractor's Sen-ices: 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 otherwise provided for in the Agreement. This Agreement is entered into between Contractor and the County. Its 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 "DCA") responsibilities from the attached Program Agreement despite DDA not being a party to this Agreement. 2. Performance 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 part of this Agreement. 4. Definitions: 4.1 "Additional Insured's' means the County, its successors and assigns, and the respective cirectors, officers, employees, agents and representatives of the County anc 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 "Support" mearTs the following: Contractor's directors, officers, employees, agents and representatives; and sub -Contractors of any tier; the respective directors, officars, 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 performance of the Work or this Agreement. 4.4 The "Work" mans 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. Accounting and Payment 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 wcrk ac-ually 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 pay-nem requested. Unless specifically stated in Attachment "B" 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 sf all, 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. Assignment and Subcontractin No portion of this Agreement rray b-3 assigned or subcontracted to any other individual, firm or entity without the express and pr or 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 assignmen-s 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 all work performance as detailed in this Agreement. 7. Independent Contractor: The Contractor's services shall ce furnished by the Contractor as an independent Contractor and nothing herein contained sha I 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 -hat the entire compensation for this Agreement is specified in Attachment "B" and the Cortractor is not entitled to any County benefits including, but not limited 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 Insured'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 Employment: The performance of all or part of thi3 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 f-Dr any taxes other than income taxes (i.e. Medicare). All compensation received by the Contractor will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It 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 indemnify the County against any demand tc 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 prope�ty to which the County does not hold title. The County is exempt from Federal Excise Tax. 10. Regulations and Requirement: 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 forty herein or in the attached Attachments. 11. Right 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, inspectian 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 recipienis 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) Docur-ient 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; Demonstrate accounting procedures and practices which suffic ently and properly document Contractor's billings to the County and all expenditures made by the Contractor to perform as regiirec by this Agreement; Ascertain that personnel policies, procedures and practices are in cornpliarice with this Agreement; and v) Ascertain that all taxes and insurance required by State and Federal law and this Agreement were paid by Contractor. 11.2 Right of Inspection. 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. 11.3 Notice of Inspe:�ions. The Contactor shall verbally 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 party may request changes in the Agreement. Any and all agreed modifications shall be n writing, signed by each of the parties. 12.2 The County may, at arry 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 Agreement, including, but not limited to: (a) changes in, revisions to, substitutions fcr, additions to or deletions of any Work; (b) changes in schedule; and (::) acceleration, deceleration or suspension of performance of any Work. 12.3 If 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. Contraa-or 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 If any change results in a decrease in the Work performed, Contractor shall be entitled to ccrnpensation associated with changing the Work, such as revising design already completed, revising calculations already performed, and revising documerts. 13. Termination for Default: If 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 tf a 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. If 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 Contractcr_ 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. If 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 Convenience paragraph hereo-. 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 discret on 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 fo- actual work performed at unit contract prices for completed items of work. In the event o- sucl termination, an equitable adjustment shall be made in the compensation payable to Contractor. An equitable adjustment in tl a contract price for partially completed items of work will be made, but such adjustment shall no- 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 Change in Funding. If 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 specif ed in the notice of termination. 16. Defense & Indemnity Agreement The Contractor agrees to and shall defend, indemnify and hold harmless the County, its Additional Insured's, appointed and elective officers, agents and employees, from and against all loss or expense, ircluding but not limited to judgments, settlements, attorney's fees and costs by reason of ark and all claims and demands upon the County, its Additional Insured's, its elected or appoin-ed cfficials, agents, or employees for damages because of personal or bodily injury, inclu.ing 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 Insured's, appointed or elected officials, agents, or employees. It is further provided that no liability shall a-tach to the County by reason of entering into this contract, except as expressly provided herein_ 17. Industrial Insurance Waiver: With respect to the performance of t-iis Agreement and as to claims against the County, its Additional Insured's, officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, 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 the Contractor. This waiver is mutually negotiated by the parties to this Agreement. Professional Services Agreement Page 8 18. Venue and Choice of Law In the event that any litigatior should arise concerning the construction or interpretation of any of the terms of this Agreemer1, 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 Df the State of Washington. 19. Withholding Payment: In the event the Contractor has failed to perform any obligation to be performed by the Contractor under this Agreement whin 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 pe-Form is cured or otherwise adjudicated. 20. Future Non -Allocation of Winds: 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 payments for services or amounts incurred after the enJ of the current fiscal period. No penalty or expense shall accrue to the County in the event tl-is provision applies. 21. Contractor Commitments Warranties and Representations: The Contractor represents and warrants to the County as follows: 21.1 The Contractor i-3 duty incorporated, validly existing and in good standing under the laws r-f 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 uncer this Agreement in accordance with its terms. 21.3 The Contractor is a qualified service provider and is authorized to provide consumer serviDes a -id additional consumer services. 21.4 This Agreemen- has peen validly executed by an authorized representative o- the Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor. 21.5 The Contractor ias 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 unde- 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 nct 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 Agreemen-. 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 cbligations 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 therei-i no- misleading. 22. Patent/Copyright infringement: 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 inf*ges any patent or copyright. The Contractor will pay those costs and damages attributaAe 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 11-e 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 betn:een 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 ea.-liest 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 shal 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 Contractcr 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 eleme-its of additional time required, and copies of any supporting documents evidencirg the amount or extension of time claimed to be due. 24. Ownership of Items Produced: All writings, programs, data, oublic 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. Confidentiality: The Contractor, its employees, Sib -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 th is 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 Insured'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 Information gained by reason of this Agreement for any purpose that is not directly connected with the performance of the services contemplated hereunder, except: 25.1.1 As provided by law; or 25.1.2 In the case of Personal Information, as provided by law or with the prior written consert of the person or personal representative of the person who is tI a subject of the Personal information. 25.2 The Contractor shall orotect and maintain all Confidential Information gained by reason of this Agreement against unauthorized use, access, disclosure, modification or !oss. This duty requires the Contractor to employ reasonable security measures, which include restricting access to the Confidential Information by: Professional Services Agreement Page 11 25.2.1 Allowing access only to staff that have an authorized business requirement to view the confidential information. 25.2.2 Physical y securing any computers, documents, or other media containing the Confidential Information. 25.2.3 Ensure the security of Confidential Information transmitted via fax (facsimiles by verifying the recipient phone number to prevent accidental transmittal of Confidential Information to unauthorized persons. 25.2.4 When transporting six (6) to one hundred forty nine (149) records containinc Confidential Information outside a Secure Area, do one or more of tt-e following as appropriate: 25.2.4(1) Use a Trusted System 25.2.4(2) Encrypt the Confidential Information, including: 25.2.4(2)(i) Email and/or email attachments. 425.2.4(2)(ii) Confidential Information 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 Confiden-iel Information outside a Secure Area refer to the requireme-its in Attachment D, Exhibit A: Data Security Requirements. 25.2.6 Send pacer documents containing Confidential Information via a Trusted System 25.3 To the extent allouved by law, at the end of the Agreement term, or when no longer needed, The parties shall return Confidential Information or certify in writing the destruction of Confidential Information upon written request by the other party. 25.4 Paper documents with Confidential Information 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 Information requiring special handling (e.g. protected health information) must be destroyed through shredding, pulping or incineration. Professional Services Agreement Page 12 25.5 The compromisE of potential compromise of Confidential Information must be reported to the `ounty 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 t-ie Agreement, for all purposes under this Agreement, except service of process, notice s-iall 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 5t" Av?, 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: If any term or condition of this Agreement or the application thereof to any person(s) or circumstances is held invalid, suc-i invalidity shall not affect other terms, conditions or applications which can be give-i effect without the invalid term, condition or application. To this end, the terms and condit ons cf 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 shal -iot 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. 28.2 This Agreement embodies the entire Agreement between the County and Contractor, and supersedes any and all prior agreements, regarding the Work. No chance, 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 bounc thereby. 28.3 The rights and remedies of the County set forth in any provision of this Agreement are it adcition 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. 28.4 The headings o= 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 parac raphs. 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 te-ms 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. Survival - 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, notv✓thstanding 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 Employment In 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 compeisation, 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 anc federal laws prohibiting discrimination in employment. 31.3 Nondiscrimination in Services 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 If any assignment anc/or subcontracting has been authorized by the County, said assignment or subcontract shall include appropriate safeguards aga nst d scrimination. The Contractor shall take such action as may t-e required to ensure full compliance with the provisions in the immediately preceding paragraphs herein. Professional Services Agreement Page 14 32 Prevailing Wage: 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 Industries. The schedule of prevailing wages rates for the locality or localities of the Work is determined by the Industrial Statistician of the Cepartment of Labor and Industries. It is the Contractor's responsibility to verify the app icable prevailing wage rate. It 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 a-vd Industries. 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 Certification. The Contractor certifies that i-: 33.1 Is not presently deba-red, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency. 33.2 Has not within e three-year period preceding the execution of this contract with Kittitas County, been convicted of or had a civil judgment 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 tra-isection, violation of Federal or State antitrust statutes or commission of embezzlement, 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 Is 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 w th Kittitas County had one or more public transactions (Federal, State, c.r 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 as of the client's personal property. This section does Professional Services Agreement Page 15 not prohibit the Contractor from in-plementing 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 Property. Title to all property furnished or purchased by the County for use by the Contractor during the term Df 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 -ake 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. If the Contractor is a subrecipient of federal awards as defined by Office of Managemen- and Budget (OMB) Circular A-133, the Contractor shall: (1) Maintain records that identify, in its accounts, all federal awards received and exoenced 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 o- its federal programs; (3) Prepare appropriate financial statements, including a schedule of expenditures of -ederal awards; (4) Incorporate OMB Circular A-133 audit requirements into all agreements betweer the Contractor and its Subcontractors who are sub recipients; (5) Comply witr any -uture 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 VI of the C vil Rights Act of 1964; Section 504 of the Rehabilitation Act of 1973; Tile II of the Americans with Disabilities Act of 1990; Title IX of the Educaticn Amendments of 1972; The Age Discrimination Act of 1975; and The Department of Justice Non -Discrimination Regulations at 28 CFR Part 42, Subparts C. D, E, and G, and 28 CFR Parts 35 and 39. (See http://www_ojp.isdoj.gov/about/offices/ocr.htm for additional information and access to the aforementioned federal laws and regulations.) 36.2 Single Audit Act -:ompliance. If 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; aid (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 Firdings." 36.3 Other Audit. If the Contractor is not subject to an OMB Circular A-133 audit, the Contractor shall pr.:Yvide 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 a-iy audit findings. 36.4 Overpayments. If 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 unde- any applicable Program Agreement, DSHS or the County may require the Contractor to reimburse DSHS in accordance with either 2 CFR Part 225 (OMB Circu ar A-87) or 2 CFR Part 230 (OMB Circular A-122), as applicable. 37. Order of Precedence. In 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 Courrty Agreement on Special Terms and Conditions (Incorporated by reference in Attachment D); 37.3 Attachment D: DGHS and County Program Agreement on DDA County Services; 37.4 This Agreement. Professional Services Agreement Page 18 ATTACHMENT "A" SCOPE OF WORK The Contractor shall perform the following: • Facilitation of Developmental Disability Advisory Committee (DDAC) meetings to create partnership projects to provide employment support and services for young adults with developmental disabilities. • Facilitate development of comprehensive plan for DD services as required by WAC 388-850-0202. 6 Facilitation of up to 5 meetings or events. Professional Services Agreement Page 19 ATTACHMENT "B" COMPENSATION As full compensation for satisfactory performance of the work, the County shall pay Contractor the following compensation: $85.00 per hour, which includes preparation and on -site facilitation. Please submit an invoice monthly to. Kittitas County Public Health Department 507 N. Nanum St, Suite 102 Ellensburg, WA 98926 Katie. od iaga@co. kittitas.wa. us Professional Services Agreement Page 20 ATTACHMENT "D" Program Agreement between DSHS and the County for DDA County Services Professional Services Agreement Page 21 Professional Services Agreement Page 22