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
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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.
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COWLITZ COUNTY:
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Print name:
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Title:
Optional for Commissioner Approval)
ATTEST:
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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
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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
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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
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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.
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