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HomeMy WebLinkAboutExecuted PSA Robin Read for DDAC Meeting FacilitationKittitas County Review Form Grants & Contract Agreement Contract/G ra nt I nformation Recommendation for Board of Health Revi ew on Verification the contracting Agency is not suspended/Disbarred: Today's Date 9.1.8.23 PBK Request #l\)lLlb Fund/Department 116-Public Health Agenda Date tt lr leu Contract /Grant Agency: Robin Read DDAC Facilitation Period Begin Date: 7.1.23 Period End Date: 6,30.24 Total Grant/Contract Amount: Not to Exceed $2,000 Grant/Contract N umber: Facilitation of Developmental Disability Advisory Committee (DDAc) meetings to create partnership projects to provide employment support and services for young adults with developmental disabilities Contract/G rant Su m mary Department Head Signature:23tDirector Date Kittitas County Prosecuto r, Auditor, and Board of Health Review and Comment: PPROVED FORM Signature of Prosecutor'ate Signature of Auditor's Office Date I Agency is not suspended/disbarred f Not Checked (reason) Grant/Contract Review Page 1- Financial lnformation Bu lnformation Pass Thro h lnformation Prosecutor Review TotalAmount 52,000 State Funds S Federal Funds $2,000.00 Percentage County Funds Matching Funds $CFDA# ln-Kind S tn ls Equipment being purchased?Who owns equipment? New Personnel bei hired?Contact HR hirin - reporti irementsre Future impacts or liability to t(ittitas County t Amendment Needed?Bu New Division Created? Yes I attach budgetform No E why not Revenue Code 105-568.33 4.04.68 Expense Code 10s-568.5410L Agency to Pass Through Amount to Pass Through Expense Code Sub-Contract Approved Date Has the Prosecutor reviewed this agreement?Yes No Cou Departments lm pacted BOCC roval Needed? Assi n ment of Tracking lnformation Auditor Facilities Maintenance lnformation Services Human Resource Prosecutor Treasu rer Yes fl NoI Staff Mem ber Presenti ng: Auditor's Office Human Resource Prosecutor's Office Who Signed the grant application Reviewer Date Grant/Contract Review Page 2 ROF L SERVIC REEME This Agreement is made by and between Kittitas County (hereinafter "the County,') and Robin Read (hereinafter "Contractor"). The County and Contiactor 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) copies of which are attached hereto and incorporated herein by this reference as fully as ifset forlh herein. The term of this Agreement shall commence on the July 1 ,2023 and continue untilJune 30,2024. Any party may terminate this Agreement by giving thirty (30) days, notice inwriting either personally delivered or mailed postage-prepaiO ny ce,tifieb mail, 1.eturn receiptrequested, to the party's last known address for the purposei of giving notice under thisparagraph Contractor acknowledges and by signing this Agreement agrees that thelndemnification provisions set forth in Paragraptrs 7 (lndepeident Contractor;, O (Taxes),15 (Defense and Indemnity Agreement), 22 (PatenVCopyright lnfringement) and Zl.S(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 r{2023 APPROVED f,^u of Robin Read 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 Page2 BOARD COUNTY COMMISSIONERS KITTI COUNry, WASHINGTON Chairman of County's Address Kittitas County 205 West Sth Avenue, Suite 108 Ellensburg, WA 98926 Project Gontact: Kasey Knutson County Coordinator Signature of $ignatory (Date \t ltTlLV) Pr[,L--tl.Q*1 a rde *:l ?* A (-l ,, 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, la'boi orfacilities will be furnished by the County, unless othLrwise provided for in the Agreemeni. This Agreement is entered into between Contractor and the County. lts purpose is toprovide a coordinated and comprehensive local program of services for persons withdevelopmental disabilities and to fulfill the County's iesponsibilities in Attachment ,,D,,. This Agreement includes statements of the Developmental Disabilities Administrationwithin DSHS (hereinafter "DDA") responsibilities from the attached program Agreementdespite DDA not being a party to this Agreement. 2 rman Work: contractor shall per-form work in accordance with, and shall comply with, all of the provisionsof this Agreement. All work shall comply with applicable laws, codes ordinances andagreements. 3. Schedule of Performance Unless directed otherwise by the County, Contractor shall perform the work in accordancewith any schedules made a part of this Agreement. 4. Definitions: 4'1 "Additional lnsured's" means the County, its successors and assigns, andthe respective directors, officers, employees, agents and representatives ofthe 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 ofmeeting the contractor's obligations under this Agreement. 4'3 "Suppol1" 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 thedirection 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" means all of the duties listed in Attachment "A" and theperformance of all other obligations, under this Agreement by Contractor or its Support. Professional Services Agreemeni 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. Accou no and Pa t for Contracto r Services Payment to the Contractor for services re ndered under this Agreement shall be as set forth in Attachment "B". Where Attachment "B'' requires payments by the County, pa yment shallbe based upon billings,supported unless othe rurise provided in Attachment "B", documentation of units of work actually performed and amounts earned, including whereappropriate, the actual number of days worked each month, total number of hours for themonth, and the total dollar paym ent requested. Unless specifically stated in Attachment "B" or approved in writing in advan ce by the Kittitas County Board of Commissioners, the Cou by ntywill not reimburse the Cont ractor for any costs or expenses incurred by the contracto rlnperformance of this Ag reement Where required, the County shall, upon receipt of appropriate documentation, compensatethe Contractor, no more often than monthly, through the County voucher system, for theContractor's service pursuant to the fee schedute set forth in Attachment "8". 6. Assiqnment and Subcontractinq: No portion of this Agreement may be assigned or subcontracted to any other individual, firmor 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 agre"r"ni. 6'2 Any assignments of indirect services entered into by Contractor shall ensure that all applicable terms and conditions of this Agreement will bemet. Contractor remains responsible for all work performance as detailed in this Agreement. 7. lndependent Contractor: The Contractor's services shall be furnished by the Contractor as an independent Contractorand nothing herein contained shall be construed to create a relationship of employer-employee or master-servant, but all payments made hereunder and all services periormedshall be made and performed pursuant to this Agreement by the Contractor as anindependent Contractor. The Contractor acknowledges that the entire compensation for this Agreement is specified in Attachment "8" and the Contractor is not entitled to any County Oen6nts including, but notlimited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurancebenefits, or any other rights or privileges afforded to Kittitas County employees. Professional Services Agreement Page 4 8. NoG rantee of Emo ment: The performance of all or part of this Agreement by the Contractor shall not operate to vestany 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 emfloyeeof 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 orState income taxes. Where required by State or Federal law, the Contractor authorizes theCounty to make withholding for any taxes other than income taxes (i.e. Medicare). Allcompensation received by the Contractorwill be repofied to the lnternal Revenue Serviceat the end of the calendar year in accordance with the applicable IRS regulations. lt is theresponsibility of the Contractor to make the necessary estimated tax payinents throughoutthe year, if any, and the Contractor is solely liable for any tax obligation arising froir theContractor's performance of this Agreement. The Contrattor: trereSy agrees to indemnifythe County against any demand to pay taxes arising from the Coniraclor's failure to paytaxes on compensation earned pursuant to this Agreement. The County will pay sales and use taxes imposed on goods or services acquired by theCounty hereunderas required by law. The Contractor must pay all other taxes inclu-ding,but not limited to: Business and Occupation Tax, taxes based'on the Contractor,, gros, 5,.net income, or personal properly to which the County does not hold tifle. The C6unty isexempt from Federal Excise Tax. Contractor will defend, indemnify and hold harmless the County, its Additional lnsured,s, officers, agents or employees from any loss or expense, iniluding but not limited tosettlements, judgments, setoffs, attorneys' fees or costs incurred by-reason of claims or demands because of breach of the provisions of this paragraph 10. Regulations and Requirement: This Agreement shall be subject to all laws, rules and regulations of the United States ofAmerica, and State of Washington, and political subdivisiont of the State of Washington andto any other provisions set forth herein or in the attached Attachments. 11. Rioht to Review: This contract is subject to review by any Federal or State auditor. The County or its designeeshall have the right to review and monitor the financial and service components of thisprogram by whatever means are deemed expedient by the County. Such review may occurwith or without notice, and may include, but is not limited to, on-site inspection by bountyagents or employees, inspection of all records or other materials which the Couniy deemspertinent to the Agreement and its performance, and any and all communicationi with orevaluation by service recipients under this Agreement. The Contractor shall preserve andmaintain 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 suchreview, within Kittitas county, state of washington, upon request. 11'1 Recor.ds 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 perrormance of ail acts required by raw, regulation, or this Agreement; ii) Substantiate Contractor's statement of its organization's structure, tax status, capabilities, and performance; iii) Demonstrate accounting procedures and practices which s_ufficiently and properly document contractor's billings to thecounty 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. 11.2 Riqht of I spection Contractor shall give access to its facilities and records to the county, its officers, employees or agents, and to any otherauthorized officer,.employee or agent of the state of washington or theUnited States at all reasonable times. Authorized persons shbll have theright to examine contractor's performance and financial records andperform other activities to determine contractor's compliance with theterms of this Agreement. Nlotice of lnspections. The contactor shall verbally notify the county immediately of any inspections, audits, accreditation, or program reviewsof services by any individual, agency, or governmental unit,ind topromptly provide the county with copies of any written reports of suchinspections, audits, accreditation or program reviews. 12. Modifications: 12'1 Either party may request changes in the Agreement. Any and all agreedmodifications shall be in writing, signed Oy eaitr of the parties. 12'2 The Co^unty may, at any time, by written notice thereof to Contractor ("ChangeNotice") makes changes in the Work within the general scope of ttiis 11.3 Professional Services Agreement Page 6 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 performa-nce of any Work. 12.3 Professional Services Agreement PageT 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 theperformance 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 equ.itable-adjustment, Contractor shall proceed in accordance wiitr att Change Notices. Contractor mu9t, within thirty (30) days after receipt of any Chanle Notice that does not setforth any acceptable adjustment, submit to the Coun'ty a written statement setting forth any adjustment claimed. 12.5 lf any change results in a decrease in the Work performed, Contractor shallbe entitled to compensation associated with clranging the Work, such as revising design already completed, revising calculat]onl 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 AgreLment, oibecomes insolvent or is declared bankrupt or commits any act of bankruptcy 6r insolvencyor makes an assignment for the benefit of creditors, the Cbunty may, by depositing writtennotice to the Contractor in the U.S. mail, postage prepaid, terminate'the'Agreement, and atthe County's option, obtain performance of the work elsewhere. lf th; Agreement isterminated for default, the Contractor shall not be entitled to receive any furth6r payments under the Agreement until all work called for has been fully performed. Any extra tost ordamage to the County resulting from such default(s) shall be deducted from any money dueor coming due to the Contractor. The Contractor shall bear any extra expensei incurred bythe County in completing the work, and all damage sustained, or whiclr 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 reasonthat the Contractor was not in default, the rights and obligations of the parties shall be thesame as if the notice of termination had been issued pursuant to the Termination for public Convenience paragraph hereof. 14. Termi for P ublic Convenience The County may terminate the Agreement in whole or in parl whenever the County determines, in its sole discretion that such termination is in the best interests of the Counti. Whenever the Agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contraciprices 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 parlially 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 theterm, whether for default or convenience, shall not constitute a breach oi contract Oi ttre County. 15 inatio Cha ndi lf the funds upon which the County relied toestablish any Program Agreement are withdrawn, reduced or limited, or if additional ormodified conditions are placed on such by providing at least fifteen (15) calenda shall be effective on the date specified i 16. Defense & lndemnitv Aqreement: funding, the County may terminate this Agreement r days written notice to the County. The termination lhg _Contractor agrees to and shall defend, indemnify and hold harmless the County, itsAdditional lnsured's, appointed and elective officers, agents and employees, from-andagainst all loss or expense, including but not limited to judgments, setlements, attorney'sfees and costs by reason of any and all claims and demandJupon the county, its Additional lnsured's, its elected or appointed officials, agents, or employees for damages because ofpersonal or bodily injury, including death at any time resuiting therefrom, srstained by anyperson or persons and on account of damage to property including loss of use thereoiwhether such injury to persons or damage io property ii due to i'he negligence of theContractor, its sub-Contractors, its elected officers, "rpioyeur or their agentr, except onlysuch injury or damage as shall have been occasioned by the sole neglige"nce of the iounti,its Additional lnsured's, appointed or elected officials, bgents, o1. ei1ploye"s, lt is furtherprovided that no liability shall attach to the County by reason of entering into this contract,except as expressly provided herein. n the notice of termination 17 ustrial I nce Wa With respect to the peformance of this Agreement and as to claims against the County, itsAdditional lnsured's, officers, agents and employees, the Contractorlxpressly waiveJ itsimmunity under Title 51 of the Revised Code of Washington, the lndustrial lnsurance Act,for injuries to its employees and agrees that the obligations to indemnify, defend and holdharmless provided in this agreementextend to anyilaim brought ny oion behalf of anyemployee of the Contractor. This waiver is mutually negotiateO nl the parties to thisAgreement. Professional Services Agreement Page 8 ln the event that any litigation should arise concerning the construction or interpretation ofany of the terms of this Agreement, the venue of subh action of litigation shall be in the Superior Court of the State of Washington in and for the County of Kitiitas. This Agreement shall be governed by the law of the State of Washington. 1B e and Law: 19. Withholdi Pavment 21. Contra Comm ts. Warranti and Reorese S: The Contractor represents and warrants to the County as follows21.1 The Contractor is duly incorporate d, validly existing and in good standing under the laws of the State of Washington, and has a I requisite corporate power and authority to enter into and to perform its obligations under this Agreement Professional Services Agreement Page 9 ln the event the Contractor has failed to perform any obligation to be performed by theContractor under this Agreement within the time set forih in this Agreemeni, th"n the Countymay, upon written notice, withhold all monies due and payable to Contractor, withouipenalty, 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 forany future fiscal period, the County will not be obligated to make payments for services oramounts incurred after the end of the current fiscal period. No penalty or expense shallaccrue to the County in the event this provision applies. 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 varidly 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 othergovernmental 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 anylourt, tribunal orgovernmental 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. 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 materiaffact or omits or will omit to state a material fact necessary to make the statements of fact contained therein not misleading. 22. PatenVCopvright lnfrinqement: Contractor will defend and indemnify the County from any claimed action, cause or demandbrought 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 thosecosts and damages attributable to any such claims ihal are finally awarded against theCounty in any action. Such defense and payments are conditioned Lpon the folljwing:22.1 Contractor shall be notified promptly in writing by County of any notice oisuch 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 byvirtue 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 setfled 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 toact 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 tothe claim, and before final payment by the County. The written N-otice of Potential Claim shall set forth the reasons for whiclr 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 additionaltime claimed to be additional. Professional Services Agreement Page 10 23.3. Detai Claim The contractor shall not be entifled to craim 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, ahd 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. All writings, programs, data, public records or other materials prepared by the Contractor and/or its consultants or sub-Contractors, in connection with periormance oithis Agreement shall be the sole and absolute property of the county andior DSHS. 25. Confidentialitv: The Contractor, its employees, Sub-Contractors, and their employees shall maintain theconfidentiality of all information provided by the County or DSHS or acquired by theContractor in performance of thisAgreement, except: 1) as provided below, 2) upon the prior written consent of the Kittitas County Prosecuting Attorney; or 3) upon an oider entered by a court after having acquired jurisdiction over the County. Contractor shall immediately giveto 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 setflements,judgments, setoffs, attorneys' fees and costs resulting irom Contractor's breach of thisprovision. 24. Owne ip of ltems P uced 25.1 25.2 Professional Services Agreement Page 1 1 The Contractor shall not use, publish, transfer, sell or otherwise disclose any confidential lnformation gained by reason of this Agreement for any purposethat is not directly connected with the perfoimance of the services contemplated hereunder, except: 25.1.1As provided by law; or 25.1'2ln 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. 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: 25.3 25.4 Professional Services Agreement Page 12 25'2'l Allowing 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 unaut'horized persons. 25,2.4 when transporting six (6) to one hundred forty nine (14g) 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 confidentiar rnformation, incruding: 25.2.4(2)(i) Email and/or emait attachments. 25.2.4(2)(ii) confidentiar rnformation when it is stored on poftable 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 containingconfidential lnformation outside a secure Area refer to therequirements 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 noIonger needed, the parties shall return Confidential lnformation or ."tt,ty inwriting the destruction of Confidential lnformation upon written request nyi6eother par1y. Paper documents with Confidential Information may be recycled through acontracted firm, provided the contract with the reiycler specifies that-theconfidentiality of the information will be protected, and the informationdestroyed through the recycling process. paper documents containingconfidential lnformation requiring special handiing (e.g. protected healthinformation) must be destroyed through shredding, furping 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 parlies 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 headof the department for whom services are rendered, and to the kttitas County Commissioners, 205 W sth Ave, Suite 108, Ellensburg, WA gBg2O. Notice to the Contractorfor 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. Seve bilitv: lf any term or condition of this Agreement or the application thereof to any person(s) orcircumstances 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. Tothis end, the terms and conditions of this Agreement are declared severable. 28. Miscel 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 asseft or rely upon any such provisions, rights or remediei 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 Wotk' No change, amendment or modification of any provisionr oi tt.'i. Agreement shall be valid unless set forlh 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 ihis Agre6ment, 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 parag raphs. 28.2 29. Waiver Professional Services Agreement Page 13 28.3 28.4 Waiver of any breach or condition of this Agreement shall not be deemed a waiver of anyprior 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 her:eto. 30. Survival: The provisions of paragraphs 7, g, 11, 13, j4, 1|s, 16, 17,18, 1g, 20, 21, 22, 23, 24, 2s, 29,31, and 32, shall survive, notwithstanding the termination or invalidity of this Agreement foiany reason. 31, Nondiscri mination 31.1 The County is an equal opportunity employer 31.2 Nond iscriminati on in Emnl ent n the performance of this Agreement, the contractor will not discriminate against any emproyee or applicant for employment on thegrounds of race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental orphysical handicap; provided that the prohibition agiinst discriminationin employment because of handicap shall not apfty if the particulardisability 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 uny ,"irory, mental or physical handicap. such action shall include, out not oelimited to: employment, upgrading, demotion or transfers, recruitment or recruitment advertising, layoff or termination, rates of pay or otherforms of compensation, and programs for training in'ctuoing apprenticeships. The Contractor shall take such action with respect tothis Agreement as may be required to ensure full compliance withlocal, state and federal laws prohibiting discrimination in employment. 31.3 No mtn 31.4 Professional Services Agreement Page 14 Servi The Contractor will not discriminate against any recipient of any services or benefits provided for in this Agreement on the grounds of rjce, creed, color, national origin, sex, sexual orientation, marital status, age orthe presence of any sensory, mental or physical handicap, I rny assignment and/or subcontracting has been authorized by the co-unty, said assignment or subcontract shall include appropriate safeguards against discrimination. The contractor shall iake suchaction as may be required to ensure full compliance with theprovisions in the immediately preceding paragraphs herein. 32. Prevailinq 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 lndustries. The schedule of prevailing wages rates for the locality or localities of the Work is determined by thelndustrial Statistician of the Department of Labor and lndustries. lt is the Contraitor's responsibility to verify the applicable prevailing wage rate. lt is understood that theContractor is responsible for obtaining and compteiing all required government forms and submitting same to the proper authorities Disputes regarding prevailing wage rates shall be referred for arbitration to the Directorof the Department of Labor and lndustries. The arbitration decision shall be final andconclusive and binding on all parties involved in the dispute as provided for by RCW 39,12.060, 33. Debarment Certifica tion. 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 Federaldepartment 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 oifenle 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 embezzlement, theft, forgery, bribery, falsification or destruction of records, making false stat,ements, tax evasion, receiving stolen property, making false claims, or obstruction of justice.33.3 ls not presently indicted for or otherwise criminally or "iuitty charged by agovernmental entity (Federal, State, or local) with commission oiany ot 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 Kitiitas bounty'had one or more public transactions (Federal, state, or local) terminated for cause of default. 34. Treatment of Client Propgrtv. The Contractor shall ensure that any adult clientreceiving services from the Contractor under this Agreement has unrestricted access tothe client's personal properly. The Contractor shalinot interfere with any adult client,sownership, 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 isappropriate to the client's age, development, and needs. Upon iermination orcompletion of the Agreement, the Contractor shall promptly release to the client and/orthe client's guardian or custodian all of the client's p*rsonal 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, andeffective service delivery (for example, appropriately restricting clients' access to, orpossession or use of, lawful or unlawful weapons and drugs). - 35' Ttlle to Property. Title to all property furnished or purchased by the County for useby the Contractor during the term of this Agreement shall remain with the County. titteto 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 inthe County. The Contractor shall take reasonable steps to protect and maintain allCounty property in its possession against loss or damage and shall return Countypropedy to the County upon termination or expiration oithis Agreement pursuant towhich it was purchased or furnished, reasonable wear and teai excepted. 36. Subrecipient Req uirements. 36'1 General. lf the Contracto.r is a _subrecipient of federal awards as defined byOffice 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 werereceived, by Catalog of Federal Domestic Aisistance (CFDA) tile Lnd 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 theCounty is managing federal awards in compliance with laws, regulations, and provisions of contracts or grant agreements that could have a materialeffect 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 1g6g; Title Vl of the Civil Rights Act of 1964; Section 504 of the Rehabititation Act of 1973; Title ll of the Americans with Disabilities Act of 1gg0; Tile tX of the Education Amendments of 1972; The Age Discrimination Act of1975; and The Department of Justice Non-Dislrimination Regulations at28 cFR Parr.42, subparts c. D, E, and G, and 28 cFR parts-gs and 3g.(See http ://www. oj p. u sd oj. g ov/a bo uUoffices/ocr. htm for add ition a Iinformation and access to the aforementioned federal laws and regulations.) 36.2 Sinqle Audit Act Compliance. lf the Contractor is a sub recipient andexpends $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 forthat fiscal year. Upon compretion of each iudit, the contractor shall: (1) Submit to the County contact person, listed on the first page of theProgram Agreement, the data collection form and reporting plckage specified in OMB CircularA-133, reports required by the piogr"r-ipecific 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 "Sumriw 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 1g0days of the subcontractor's fiscal year end. The scope of the audit or reviewshall include the entire operation and related legal entity, be in accordance withGenerally Accepted Accounting principles icnnR;, and inctud" " rrnrgement letter that addresses any audit findings. 36.4 overpayments. lf it is determined by the county, or by DSHS, or by anauditor 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 OSUS in accordance with either2 CFR Part225 (OMB Circular A-87) or 2 CFR ParL23A (OMB Circutar A-122),as applicable. 37. Order of Precedence. ln the event of an inconsistency in this Agreement and anyAttachments, unless otherwise provided herein, the inconsistency shall be resolved bygiving 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 rerms 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 A rrArr SCOPE OF WORK The Contractor shall perform the following: ' Facilitation of Developmental Disability Advisory Committee (DDAC) meetings tocreate partnership projects to provide employment support and services foryoung adults with developmental disabilities. ' Facilitate development of comprehensive plan for DD services as required bywAC 388-850-0202.o Facilitation of up to 5 meetings or events. Professional Services Agreement Page 19 ATTACH ENT ''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 ACHMENT '' Program Agreement between DSHS and the County for DDA County Services Professional Services Agreement Page 21 Professional Services Agreement Page 22