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Contract - 02-07-2017 - 8525 - Amendment to Professional Services Agreement with Goodwill of the Olympics and Rainier Region.AS -8525 BOCC Agenda Meeting Date: 02/07/2017 Motion Items 32 Amendment to Professional Services Agreement with Goodwill of the Olympics and Rainier Region Submitted For: Chris DesRosier, Health /Human Services Submitted By: Marie Dang, Health /Human Services Department: Health /Human Services Information Subject and Summary Statement The purpose of this Amendment No. GW DD 16 (3) with Goodwill of the Olympics and Rainier Region is to update contract language and add additional funding for the remaining 6 months of the contract period FY 17. This contract continues to provide for the delivery of developmental disability employment support services in Cowlitz County as funded by the Department of Social and Health Services - Developmental Disabilities contract The County compensation payable to the Contractor shall not exceed: Agreement Allocation ;Contract Time Period Change Total Initial July 1, 2015 -June 30, Agreement 1$48,000 $48,000 2016 Amendment 1 f Increase $82,000 July 1, 2015 -June 30, 34,000 2016 Amendment 2 Increase $ 130,000 July 1, 2016 -June 30, 48000 2017 Amendment 3 Increase $ 154,000 July 1, 2016 -June 30, 1$241000 2017 Prior BoCC approval August 25, 2015. Will Staff Attend Y / N Staff will attend upon request. Department Recommendation The Human Services Department recommends that the Cowlitz County Board of Commissioners move to approve and execute Amendment No. GW -DD 16 (3) with Goodwill of the Olympics and Rainier Region. Fiscal Impact Expenditure Required $: 154,000 Budget Sufficient Y -N: Y Amendment Required Y -N: N Source of Funds - Fund /Dept.: 14101/270100 Grant Y -N: Y Attachments Final Approval Date: 02/01/2017 Form Review Inbox Reviewed By Date Carole Harrison Carole Harrison 01/3112017 04:27 PM Dana Gigler Dana Gigler 02/0112017 09:52 AM Clerk of the Board Tiffany Ostreim 02/01/2017 02:08 PM Form Started By: Marie Dang Started On: 01/19/2017 10:37 AM Final Approval Date: 02/01/2017 Go,% TZ co& PERSONAL SERVICES AGREEMENT Q Contract Number: GW -DD 16 gSHING Amendment Number: 3 THIS AMENDMENT is entered into between COWLITZ COUNTY, a political subdivision of the State of Washington, (hereinafter called "County" or "Cowlitz County ") and Name: GOODWILL OF THE OLYMPICS AND RAINIER REGION Address: 1030 151h AVE STE 200 Longview, WA 98632 Phone No: (360) 425 -6929 hereinafter called "Contractor ") This Modification amends the original Agreement only as set forth expressly below. ALL OTHER TERMS AND CONDITIONS of the original contract and any subsequent amendments remain in full force and effect: Attachment A — Scope of Work Attachment B — Compensation Attachment C — General Conditions Attachment D — Special Terms and Conditions Attachment E — (specify) Data Security Requirements Attachment F — (specify) HIPAA and Confidentiality Addendum copies of which are attached hereto and incorporated herein by this reference as if fully set forth. The term of this Agreement shall commence on the 1s' day of July, 2015 and shall, unless terminated as provided elsewhere in the Agreement, terminate on the 301h of June, 2017. WITNESS WHEREOF, the parties have executed this Agreement on this 25' day of 2017. C R [2014_ver.3] a° COWLITZ COUNTY: Signs ure 1_ Z,_"00 Print name: r Title: Optional for Commissioner Approval) ATTEST: 0-1d Tiffs y streird Clerk of the Board Title: Joe Gardner, Chairman BOCC approval subject to Board ratification or authorization) CONTRACT HAS BEEN APPROVED AS TO FORM BY COWLITZ COUNTY PROSECUTING ATTORNEY OF C06 m COW T, 7 LL O ry o NrY NGTON rt PROFESSIONAL SERVICES AGREEMENT COMPENSATION ATTACHMENT B As consideration for services, as described in the Scope of Work section of this Agreement, the County agrees to pay the Contractor based on the specific conditions below, a sum not to exceed the budget outlined below: Agreement Allocation Change Contract Total Time Period Initial Agreement 48,000.00 48,000.00 July 1, 2015 — June 30, 2016 Amendment 1 Increase $34,000.00 82,000.00 July 1, 2015 —June 30, 2016 Amendment 2 Increase $48,000.00 130,000.00 July 1, 2016 — June 30, 2017 Amendment 3 Increase $24,000.00 154,000.00 July 1 2016 — June 30 2017 Specific Payment Conditions: a. Consumer Services: i. The County shall pay for only services to DD referred consumers authorized to receive the direct services (s) type, which the County has agreed to support. ii. It is an exception that all Clients access DVR funding as a resource. Client services shall not be reimbursed under this Program Assessment when the same services paid for under Rehabilitation Act of 1973 by DVR, Public Law 94 -142 or any other source of public or private funding. iii. Production /commercial profits generated by the work of County- funded consumers shall be used to support County funded services as needed. iv. The Employment Phases & Billable Activities document defines the individual Client services that the County reimburses. That document is located on the DSHS DDA County Best Practices Web site at https: / /www. dshs.wa. gov /dda/ counties - and - providers /developmental -d isabil ities- adm inistration- counties - provider- information. v. The Community Access Billable Activities document defines the individual Client services that the County reimburses. That document is located on the DSHS DDA County Best Practices Web site at https: / /www.dshs.wa.gov /dda /counties- and- providers /developmental - disabilities- administration - counties- provider- information. b. Payment for Services and Activities: i. Staff Training 1. The Contractor may provide training to increase the job related skills and knowledge of staff, volunteers or interning students in the provision of developmental disabilities services. 2. The Contractor shall make every effort to minimize the cost of individuals training by seeking out scholarships and stipends, shared transportation and house when applicable to help reduce costs. Any additional costs will be the sole responsibility of the Contractor. 3. The Contractor shall inform individuals of allowable travel and training expenses. 4. The Contractor shall stay within the following guidelines for reimbursement requires: a. Meals: shall be reimbursed based on actual expenses not to exceed the current Washington State Per Diem rates. b. Mileage: shall be reimbursed at rates not to exceed the allowable current State of Washington's Office of Financial Management Standard Mileage Rate (see http: / /www.ofm.wa.gov /policy /10.90a.pdf). c. Other Transportation and Accommodations: shall be reimbursed based on actual expenses. 5. After training has been completed, the Contractor shall invoice the County for actual costs incurred. 6. The Contractor shall submit original itemized receipts, travel itineraries, conference registration including agenda pertaining to all requested reimbursements. GW -DD 16 (3) 2 of 10 PROFESSIONAL SERVICES AGREEMENT r_ NIFTTOa•>I4 1112I 7. The County has established a budget not to exceed $2,000 for the period July 1, 2015 through June 30, 2016 for training and travel expenses. 8. The County has established a budget not to exceed $2,000 for the period July 1, 2016 through June 30, 2017 for training and travel expenses. c. Direct Client Services i. The Contractor may bill at the rate authorized on the County Service Authorization for the number of unit(s) per consumer per month for: 1. Community Access 2. Individual Supported Employment ii. The Contractor shall transmit client data utilizing a secured method approved by the County. iii. The Contractor shall submit a monthly invoice to the County by the 101h calendar day following the month services were performed. iv. A unit is defined as: 1. An "Hour" is at least fifty (50) minutes of direct service. Partial hour to the quarter may be recorded. v. The County has established a budget not to exceed $80,000 for Consumer Services for the period July 1, 2015 through June 30, 2016. vi. The County has established a budget not to exceed $46,909 $70,000 for Consumer Services for the period July 1, 2016 through June 30, 2017. d. General Payment Conditions: The Contractor agrees to: i. Assign the County its Medicaid billing rights for services to DDA clients eligible under Title XIX programs in this agreement. ii. Demonstrate the ability to safeguard public funds including maintain books, records, documents, and other materials relevant to the provision of goods and services. iii. The County agrees to make payments, as approved by the Auditor of Cowlitz County, with County warrants on a calendar day specified by the County, contingent on the availability of funds, following receipt of the Contractor's complete and accurate request for payment. iv. Timeliness of and Modification to Billings: All initial invoices with documentation must be received by the County within thirty (30) calendar days following the last day of the month in which the service is provided. Corrected invoices and documentation including re- posted billing information will be accepted throughout the fiscal year as long as they are received within thirty (30) calendar days of the associated fiscal year unless an extension is approved by the County. Payment will not be made on any invoice submitted past thirty (30) calendar days after the Program Agreement fiscal year. v. Recovery of Fees: If the Contractor bills and is paid fees for services that the County later finds were (a) not delivered or (b) not delivered in accordance with Program Agreement standards, County shall recover the fees for those services and the Contractor shall fully cooperate during the recovery. GW -DD 16 (3) 3 of 10 PROFESSIONAL SERVICES AGREEMENT GENERAL CONDITIONS ATTACHMENT C 1. Scope of Contractor's Services. The Contractor agrees to provide to the County services and any materials set forth in the project narrative identified as Attachment A during the agreement period. No material, labor, or facilities will be furnished by the County, except as provided for herein. 2. Accountinq and Payment for Contractor Services. Payment to the Contractor for services rendered under this Agreement shall be as set forth in Attachment B. Unless specifically stated in Attachment B, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in the performance of this contract. 3. Delegation and Subcontracting. Contractor's services are deemed personal and no portion of this contract may be delegated or subcontracted to any other individual, firm or entity without the express and prior written approval of the County Project Manager. 4. Independent 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. 7 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 limited to: vacation pay, holiday pay, sick leave pay, medical, dental or other insurance benefits, or any other rights or privileges afforded to Cowlitz County employees. The Contractor represents that it maintains a separate place of business, serves clients other than the County, will report all income and expense accrued under this contract with the Internal Revenue Service on a business tax schedule, and has a tax account with the State of Washington Department of Revenue for payment of all sales and use and Business and Occupation taxes collected by the State of Washington. In the event that either the state or federal government determines that an employer /employee or master /servant relationship exists rather than an independent contractor relationship such that Cowlitz County is deemed responsible for federal withholding, social security contributions, workers compensation and the like, the Contractor agrees to reimburse Cowlitz County for any payments made or required to be made by Cowlitz County. Should any payments be due to the Contractor pursuant to this Agreement, the Contractor agrees that reimbursement may be made by deducting from such future payments a pro rata share of the amount to be reimbursed. Notwithstanding any determination by the state or federal government that an employer /employee or master /servant relationship exists, the Contractor, its officers, employees and agents, shall not be entitled to any benefits which Cowlitz County provides to its employees. No Guarantee of Employment. The performance of all or part of this contract 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 subcontractor or any employee of any subcontractor by the County at the present time or in the future. Regulations and Requirements. This Agreement shall be subject to all federal, state and local laws, rules, and regulations. Right to Review. This contractor is subject to review by any federal or state auditor. The County 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 Project Manager. 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 evaluations 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 Agreement for six (6) years after contract termination, and shall make them available for such review, within Cowlitz County, State of Washington, upon request, during reasonable business hours. GW -DD 16 (3) 4 of 10 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C 8. Modifications. Either party may request changes in the Agreement. Any and all agreed modifications shall be in writing, signed by each of the parties. 9. Termination for Default. If the Contractor defaults by failing to perform any of the obligations of the contract or becomes insolvent or is declared bankrupt 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 contract, and at the County's option, obtain performance of the work elsewhere. If the contract is terminated for default, the Contractor shall not be entitled to receive any further payments under the contract. 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 agrees to bear any extra expenses incurred by the County in completing the work, including all increased costs for 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 hereof. 10. Termination for Public Convenience. The County may terminate the contract in whole or in part whenever the County determines, in its sole discretion that such termination is in the interests of the County. Whenever the contract is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed for completed items of work. 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 contract by the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County. 11. Termination Due to Insufficient Funds. If sufficient funds for payment under this contract are not appropriated or allocated or are withdrawn, reduced, or otherwise limited, the County may terminate this contract upon thirty (30) days written notice to the Contractor. No penalty or expense shall accrue to the County in the event this provision applies. 12. Termination Procedure. The following provisions apply in the event that this Agreement is terminated: a. The Contractor shall cease to perform any services required hereunder as of the effective date of termination and shall comply with all reasonable instructions contained in the notice of termination, if any. b. The Contractor shall provide the County with an accounting of authorized services provided through the effective date of termination. c. If the Agreement has been terminated for default, the County may withhold a sum from the final payment to the Contractor that the County determines necessary to protect itself against loss or liability. 13. Defense and Indemnity Agreement. The Gelntra,.+„F a gave to de+eRd .,do.. Rify and save eleGted GffiGers, employees or their agent6 eXGept GRIY G61Gh iRj61FY er damage ar, shall h-ave been GGRtFaGt a ept as express4-P.FA- nrlcr! he4ei.. GW -DD 16 (3) 5 of 10 PROFESSIONAL SERVICES AGREEMENT F-A IINAT so I 1011 Ito To the fullest extent permitted by law and except to the extent caused by the sole negligence of the County, the Contractor shall indemnify, defend and hold the County and its appointed and elected officers, agents and employees, and volunteers, harmless from and against any and all claims for any injuries, death or damage to persons or property (including any loss of use resulting therefrom), directly or indirectly arising out of, resulting from, or in connection with performance of this Agreement. Contractor's obligation to indemnify, defend and hold harmless includes any claim by Contractor's agents, employees, representatives, or any subcontractor or its employees. Contractor expressly agrees to indemnify, defend and hold harmless the County from any claims arising out of or incident to either Contractor's or its Subcontractor's performance or failure to perform this Agreement. It is further agreed by and between the parties that in no event shall any County appointed or elected officer, agent, employee, or volunteer, when executing their official duties in good faith be in any way personally liable or responsible for any agreement or performance contained herein, whether express or implied, nor for any statement or representation made herein or in any connect with this Agreement. The foregoing indemnification obligations of the Contractor are a material inducement to County to enter into this Agreement, are reflected in the Contractor's compensation, and have been mutually negotiated by the parties. 14. Industrial Insurance Waiver. With respect to the performance of this Agreement and as to claims against the County, its appointed and elected officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, as now or hereafter amended, 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. Along with the other provisions of this Agreement, this waiver is mutually negotiated by the parties to this Agreement. 15. Venue and Choice of Law. In 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 shall be in the courts of the State of Washington in and for the County of Cowlitz. This Agreement shall be governed by the law of the State of Washington. 16. Withholding Payment. In the event the County Project Manager determines that the Contractor has failed to perform any obligation under this Agreement within the times set forth in this Agreement, then the County may withhold from amounts otherwise due and payable to Contractor the amount determined by the County as necessary to cure the default, until the County Project Manager determines that such failure to perform has been cured. Withholding under this clause shall not be deemed a breach entitling Contractor to termination or damages, provided that the County promptly gives notice in writing to the Contractor of the nature of the default or failure to perform, and in no case more than ten (10) days after it determines to withhold amounts otherwise due. A determination of the County Project Manager set forth in a notice to the Contractor of the action required and /or the amount required to cure any alleged failure to perform shall be deemed conclusive, except to the extent that the Contractor acts within the times and in strict accord with the provision of the Disputes clause of this Agreement. The County may act in accordance with any determination of the County Project Manager which has become conclusive under this clause, without prejudice to any other remedy under the Agreement, to take all or any of the following actions. (1) cure any failure or default, (2) to pay any amount so required to be paid and to charge the same to the account of the Contractor. In the event the Contractor obtains relief upon a claim under the Disputes clause, no penalty or GW -DD 16 (3) 6 of 10 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C damages shall accrue to the Contractor by reason of good faith withholding by the County under this Clause. 17. Rights and Remedies. The duties and obligations imposed by this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available bylaw. 18. Contractor Commitments, Warranties and Representations. Any written commitment received from the Contractor concerning this Agreement shall be binding upon the Contractor, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Contractor to fulfill such a commitment shall render the Contractor liable for damages to the County. A commitment includes, but is not limited to any representation made prior to execution of this Agreement, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, prices or options for future acquisition to remain in effect for a fixed period, or warranties. 19. Patent /Copyright Infringement. Contractor will defend, indemnify and save harmless County, its appointed and elected officers, agents and employees from and against all loss or expense, including but not limited to claims, demands, actions, judgments, settlements, attorneys' fees and costs by reason of any and all claims and demands upon the County, its elected or appointed officials or employees for damages because of the Contractor's alleged infringement on any patent or copyright. The Contractor will pay those costs and damages attributable to any such claims that are finally awarded against the County, its appointed and elected officers, agents and employees in any action. Such defense and payments are conditioned upon the following: a. That Contractor shall be notified promptly in writing by County of any notice of such claim. b. 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. 20. Disputes: a. General. Differences between the Contractor and the County, arising under and by virtue of the contract 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. The records, orders, rulings, instructions, and decision of the County Project Manager shall be final and conclusive thirty (30) days from the date of mailing unless the Contractor mails or otherwise furnishes to the County Project Manager a written notice of appeal. The notice of appeal shall include facts, law, and argument as to why the conclusions of the County Project Manager are in error. In connection with any appeal under this clause, the Contractor and County shall have the opportunity to submit written materials and argument and to offer documentary evidence in support of the appeal. Oral argument and live testimony will not be permitted. The decision of the County Project Manager for the determination of such appeals shall be final and conclusive. Reviews of the appellate determination shall be brought in the Superior Court of Cowlitz County within fifteen (15) days of mailing of the written appellate determination. Pending final decision of the dispute, the Contractor shall proceed diligently with the performance of this Agreement and in accordance with the decision rendered. b. Notice of Potential Claims. The Contractor shall not be entitled to additional compensation or to extension of time for (1) any act or failure to act by the County Project Manager or 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. GW -DD 16 (3) 7 of 10 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C c. 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 accomplishment 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 the extension of time claimed to be due. 21. Ownership of Items Produced and Public Disclosure. All writings, programs, data, art work, music, maps, charts, tables, illustrations, records or other written, graphic, analog or digital materials prepared by the Contractor and /or its consultants or subcontractors, in connection with the performance of this Agreement shall be the sole and absolute property of the County and constitute "work made for hire" as that phrase is used in federal and /or state intellectual property laws and Contractor and /or its agents shall have no ownership or use rights in the work. Except as to data or information in the public domain or previously known to Contractor or required to be disclosed by law, subpoena or other process, the following shall apply: a. Correspondence, emails, reports and other electronic or written work product will be generated between the Contractor and County during the course of this Contract. This Contract and such work product in the possession of Contractor may be deemed public records subject to disclosure under the Washington State Public Records Act, Chapter 42.56 RCW (Public Records Act). Thus, the County shall be required, upon request, to disclose this Contract and all documents related to it unless an exemption under the Public Records Act or other laws applies. Contractor shall fully cooperate with and assist the County with respect to any request for public records received by the County related to the services performed under this Contract. b. Should County receive a request for disclosure, County agrees to provide Contractor ten 10) days written notice of impending release, and to cooperate with any legal action which may be initiated by Contractor to enjoin or otherwise prevent such release, provided that all expense of any such litigation shall be borne by Contractor, including damages, attorney's fees or costs awarded by reason of having opposed disclosure, and further provided that County shall not be liable for any release where notice was provided and Contractor took no action to oppose the release of information. Notice of any proposed release of information pursuant to Chapter 42.56 RCW, shall be provided to Contractor according to the "Notice" provision herein. If the Contractor has not obtained an injunction and served the County with that injunction by the close of business on the tenth business day after the County sent notice, the County will then disclose the record unless it makes an independent determination that the record is exempt from disclosure. Notwithstanding the above, the Contractor must not take any action that would affect (a) the County's ability to use goods and services provided under this Contract or (b) the Contractor obligations under this Contract. The Contractor will fully cooperate with the County in identifying and assembling records in case of any public disclosure request. c. Contractor's failure to timely provide such records upon demand shall be deemed a material breach of this Contract. To the extent that the County incurs any monetary penalties, attorneys' fees, and /or any other expenses as a result of such breach, Contractor shall fully indemnify and hold harmless County as set forth in Section 13. For purposes of this section, the terms "public records" and "agency' shall have the same meaning as defined by Chapter 42.56 RCW, as said chapter has been construed by Washington courts. The provisions of this section shall survive the expiration or termination of this Agreement. 22. Recovery of Payments to Contractor. The right of the Contractor to retain monies paid to it is contingent upon satisfactory performance of this Agreement, including the satisfactory completion of the project described in the Scope of Work (Attachment A). In the event that Contractor fails, for any reason, to perform obligations required of it by this Agreement, the Contractor may, at the County Project Manger's sole discretion, be required to repay to the County all monies disbursed to the Contractor for those parts of the project that are rendered worthless in the opinion of the County Project Manager by such failure to perform. GW -DD 16 (3) 8 of 10 PROFESSIONAL SERVICES AGREEMENT re re[y:r i:r. 23. Project Approval. The extent and character of all work and services to be performed under this Agreement by the Contractor shall be subject to the review and approval of the County Project Manager, For purposes of this Agreement, the County Project Manager is: Name: Gena James Tittle: AGGGGiate PlanReF Human Services Manager Department: Human Services Address: 1952 9th Avenue Longview, WA 98632 Telephone: (360) 414 -5599 ext. 6454 E -mail: JamesG(d_)co.cowlitz.wa.us Fax: (369) 504 407 (360) 425 -7531 In the event there is a dispute with regard to the extent and character of the work to be done, the determination of the County Project Manager as to the extent and character of the work to be done shall govern subject to the Contractor's right to appeal that decision as provided herein. 24. Non - Discrimination. The Contractor shall not discriminate against any person on the basis of race, creed, political ideology, color, national origin, sec, marital status, sexual orientation, age, or the presence of any sensory, mental or physical handicap. 25. Subcontractors. In the event that the Contractor employs the use of any subcontractors, the contract between the Contractor and the subcontractor shall provide that the subcontractor is bound by the terms of this Agreement between the County and the Contractor. The Contractor shall insure that in all subcontractors entered into, County is names as an express third -party beneficiary of such contracts with full rights as such. 26. Third Party Beneficiaries. This agreement is intended for the benefit of the County and Contractor and not for the benefit of any third parties. 27. Standard of Care. The Contractor shall perform its duties hereunder in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession as Contractor currently practicing under similar circumstances. The Contractor shall, without additional compensation, correct those services not meeting such a standard. 28. Time is of the Essence. Time is of the essence in the performance of this contract unless a more specific time period is set forth in either the Special Terms and Conditions or Scope of Work. 29. Notice. Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, any notices shall be given by the Contractor to the County Project Manager. Notice to the Contractor for all purposes under this Agreement shall be given to the person executing the Agreement on behalf of the Contractor at the address identified on the signature page. 30. Severability. If any term or condition of this contract 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 contract are declared severable. 31. Precedence. In the event of inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: a. Applicable federal, state and local statues, ordinances and regulations; b. Scope of Work (Attachment A) and Compensation (Attachment B); c. Special Terms and Conditions (Attachment D); and d. General Conditions (Attachment C). 32. Waiver. Waiver of any breach or condition of this contract shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this contract shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. 33. Attorney Fees. In the event that litigation must be brought to enforce the terms of this agreement, the prevailing party shall be entitled to be paid reasonable attorney fees. 34. Construction. This agreement has been mutually reviewed and negotiated by the parties and should be given a fair and reasonable interpretation and should not be construed less favorably against either party. 35. Survival. Without being exclusive, Paragraphs 4, 7, 13 -19, 21 -22 and 30 -35 of these General Conditions shall survive any termination, expiration or determination of invalidity of this GW -DD 16 (3) 9 of 10 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C Agreement in whole or in part. Any other Paragraphs of this Agreement which, by their sense and context, are intended to survive shall also survive. 36. Entire Agreement. This written contract represents the entire Agreement between the parties and supersedes any prior statements, discussions or understandings between the parties except as provided herein. GW -DD 16 (3) 10 of 10