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General Terms and Conditions 1. Definitions: For the purposes of this Agreement, including all documents incorporated by reference, terms that are defined in Washington Administrative Code (WAC) shall have meanings defined therein. Additionally, the words and phrases listed below, as used in this Agreement, shall each have the following definitions: 1.1. “Acquisition cost” shall mean the amount expended for property excluding interest, plus, in the case of property acquired with a trade-in, the book value (acquisition cost less amount depreciated through the date of trade-in) of the property traded in. Property that was expended when acquired has a book value of zero when traded in. 1.2. “Agreement” means this County and Contractor Agreement regarding General Terms and Conditions and any documents incorporated by reference. 1.3. “CFR” means Code of Federal Regulations. All references in this Agreement and any Agreement, to CFR chapters or sections shall include any successor, amended, or replacement regulation. The CFR may be accessed at http://www.gpoaccess.gov/cfr/index.html 1.4. “Debarment” means an action taken by a Federal official to exclude a person or business entity from participating in transactions involving certain federal funds. 1.5. “Equipment” shall mean tangible personal property purchased with state funds, having a useful life of at least one year and an acquisition cost of at least $5,000. Equipment purchased with federal funds must comply with OMB Circular A-133. 1.6. “Personal Information” means information identifiable to any person, including, but not limited to, information that relates to a person’s name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers. 1.7. “Personal property” shall mean property of any kind except real property. “Real property” shall mean any interest in land. 1.8. “Subcontract” means a separate contract between Contractor and an individual or entity (“Subcontractor”) to perform all or a portion of the duties and obligations that Contractor shall perform pursuant to this Agreement, PROVIDED, that the term subcontract does not include the purchase of supplies or support services that do not directly affect the client’s health or welfare. 1.9. “Useful life” as it relates to property shall mean the useful service life as based on the U.S. Department of Treasury, Internal Revenue Service, policies on depreciation for tax purposes, unless the County or subcontractor can document to the written satisfaction of the department a different period of time. 2. Accounting and Payment: The Contractor shall document all service hours performed and provide a detailed invoice, not less than quarterly, to the County for remittance of payment. The County agrees to pay the Contractor within forty-five (45) days upon receipt of invoice. 3. Certification Regarding Debarment: Contractor certifies under pains and penalties of perjury that, as of the date that this contract is signed, neither contractor nor contractor’s principals (officers, directors, owners, or partners) are presently debarred, suspended, proposed for debarment, declared ineligible or excluded from participation in federal programs supported in whole or in part by federal funds. 4. Confidentiality: The Contractor shall maintain confidentiality of all information provided by the County or acquired by the Contractor in performance of this Agreement, except upon the prior written consent of the County or an order entered by a court after having acquired jurisdiction over the County. The Contractor shall immediately give to the County notice of any judicial proceeding seeking disclosure of such information, unless ordered otherwise by a Court. The Contractor shall indemnify and hold harmless the County, its officials, agents or employees from all loss or expense, including, but not limited to settlement, judgments, setoffs, attorney’s fees and costs resulting from the Contractor’s breach of this provision. 5. 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. 6. Defense & Indemnity Agreement: Insofar as the Contractor may be authorized to do so under the laws of the State of Washington, the Contractor agrees to defend, indemnify and save harmless the County, its appointed and elective officers and employees, from and against all loss or expense, including but not limited to judgments, settlements, attorney's fees and costs by reason of any and all claims and demands upon the County, its elected or appointed officials or employees for damages because of personal or bodily injury, including death at any time resulting thereof, sustained by any person or persons and on account of damage to property including loss of use thereof, except only such injury or damage as shall have been occasioned by the sole negligence of the County, its appointed or elected officials or employees; Provided, that if the claims or damages are caused by or result from the concurrent negligence of (1) the County and its agents and employees, and (2) the Contractor, its agents or employees, this provision shall be valid and enforceable only to the extent of the negligence of the Contractor or its agents or employees. 7. Independent Contractor and Taxes: The Contractor’s services shall be furnished as an independent contractor and nothing herein contained shall be construed to create a relationship of employer-employee or master-servant with the County or the County. It is understood that the County will not withhold federal or state income taxes. The Contractor shall comply with all requirement(s) of the Internal Revenue Service and the State of Washington, and hereby agrees to indemnify the County against any demand to pay taxes arising from the Contractor’s failure to pay taxes on compensation earned pursuant to this Agreement. 7.1. 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 by the County at the present time or in the future. 8. Insurance: The County assumes no liability with respect to bodily injury, illness, accident, theft, or any other damages or losses concerning persons or property, or involving Contractor’s equipment or vehicles. Contractor is responsible for providing adequate insurance coverage to protect against legal liability arising out of activities under this Agreement. Work under this contract shall not commence until evidence of all required insurance and bonding is provided to County. Contractor shall notify County forty-five (45) days before cancellation or reduction in Contractor’s insurance coverage. 8.1. Contractor shall at all times during the term of this Agreement, at its cost and expense, carry and maintain all insurance as required herein and comply with all limits, terms and conditions stipulated therein. By requiring said insurance, County does not represent that the coverage and limits specified will be adequate to protect Contractor. Such coverage and limits shall not be construed to relieve Contractor from liability in excess of the required coverage and limits and shall not limit Contractor’s liability under the indemnities and reimbursements granted to County. All insurance provided in compliance with this Agreement shall be primary as to any other insurance or self-insurance programs afforded to or maintained by County. 8.2. Contractor shall obtain insurance from insurance companies identified as admitted insurers/carriers in the State of Washington, with a minimum A.M. Best’s rating of A-. 8.3. Within one (1) week following execution of this Agreement, Contractor shall submit Certificates of Insurance, executed by a duly authorized representative of each insurer and showing compliance with the insurance requirements specified in this Agreement. 8.4. Contractor shall ensure that all subcontractors have and maintain insurance with the same types and limits of coverage as required of Contractor under this Agreement. 8.5. The following coverage is required for this Agreement. Any exclusion must be pre-approved by County. 8.5.1. Commercial General Liability Insurance: including coverage for bodily injury, personal injury, death, property damage, and contractual liability, with the following minimum limits: Each Occurrence - $1,000,000; General Aggregate - $2,000,000. This insurance shall cover such claims as may be caused by any act, omission, or negligence of Contractor or its officers, agents, representatives, assigns or servants. 18.104.22.168. The policy shall be endorsed and the certificate shall name County, its officers, agents and employees named as an Additional Insured with respect to activities under the contract. 22.214.171.124. The policy shall provide and the certificate shall reflect that the insurance afforded applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the company’s liability. 8.5.2. Professional Liability Insurance: In the event that services delivered under this Agreement, either directly or indirectly include the provision of professional services, Professional Liability Insurance, including coverage for losses caused by errors and omissions, with minimum limits of $1,000,000 each occurrence and $2,000,000 aggregate. For the purposes of this Agreement, “Professional Services” shall mean any services provided by a physician, psychologist or other licensed professional. 8.5.3. Auto Liability Insurance: In the event that services delivered pursuant to this Agreement involve the use of vehicles or the transportation of clients, automobile liability insurance shall be required for any owned or leased vehicle used in the performance of these contract services. 8.6. Worker’s Compensation: With respect to all operations performed, the contractor shall carry workers’ compensation insurance in accordance with the laws of the State of Washington. If applicable, Contractor shall show proof of Worker’s Compensation coverage by providing its State Industrial Account Identification Number. Provision of this number will be Contractor’s assurance that coverage is in effect. 9. Licensure & Bonding: Contractor shall obtain and maintain continuously for the duration of this Agreement, all licenses, certifications and/or registrations required for carrying out the contracted services, and shall require and assure that its employees and subcontractors do the same. Within ten (10) calendar days after receipt of notice of award of this Agreement, Contractor shall secure a fidelity bond to ensure that every individual who is authorized to act on behalf of Contractor for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks or other instruments of payment for program costs shall be bonded to provide protection against loss. Fidelity bonding secured to this Agreement must name County as beneficiary. 10. Modifications: Either party may request changes to this Agreement. Any modifications to the terms or conditions shall be agreed upon in writing by both parties fifteen (15) days prior to the effective date of the modifications. 11. Non-Discrimination: 11.1. In Employment: Contractor shall not discriminate against any employee or employment because of race, color, sex, religion, national origin, creed, marital status, age Vietnam era or disabled veterans status, or the presence of any sensory, mental, or physical disability, or the use of any trained dog guide or service animal by a disabled person. Contractor shall take affirmative action to ensure that employees are employed and treated during employment without discrimination. Such action shall include, but not be limited to, the following: employment upgrading, demotion, or transfer; or recruitment or selection for training, including apprenticeships and volunteers. 11.2. Compliance with the Americans with Disabilities Act of 1990: Contractor shall comply with the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. Section 12101 et seq. and its implementing regulations. This act provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 12. Notice: Except as set forth elsewhere in this Agreement, for all purposes under this Agreement except service of process, notice shall be given by Contractor to County, at address on page one of this Agreement, and to the Walla Walla County Board of Commissioners, 314 West Main, Walla Walla, WA 99362. Notice to Contractor for all purposes under this Agreement shall be given to the address provided herein. Notice may be given by delivery or by depositing in the U.S. Mail, first class, postage prepaid. 13. Order of Precedence: In the event of an inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence, in the following order, to: 13.1. Applicable federal and state of Washington statutes and regulations; 13.2. General Terms and Conditions contained in this Agreement; 13.3. Specific Terms and Conditions contained in this Agreement; 13.4. Exhibits, if any, as indicated on page one (1) of this Agreement; 13.5. Any other material incorporated herein by reference. 14. Ownership Of Material: Material created by Contractor and paid for by County as a part of this Agreement shall be owned by County and shall be “work made for hire” as defined by Title 17 USCA, Section 101. This material includes, but is not limited to: books; computer programs; documents; films; pamphlets; reports; sound reproductions; studies; surveys; tapes; and/or training materials. Material which Contractor uses to perform this Agreement but which is not created for or paid for by County is owned by Contractor. 15. Records: The parties to this Agreement shall comply with all Federal and State laws and regulations governing privacy, confidentiality or security of records, including without limitation, the Washington Uniform Healthcare Information Act, Chapter 70.02 RCW, Medical Records – Health Care Information Access and Disclosure; Chapter 42.17 RCW, Disclosure – Campaign Finances – Lobbying – Records; and the Health Insurance Portability and Accountability Act, including but not limited to the “HIPAA Privacy Rule,” 45 CFR Parts 160 and 164. 15.1. Financial Records. Contractor shall maintain sufficient books, records, documents, reports and other evidence of accounting procedures and practices to accurately document all direct and indirect costs incurred in relationship to contracted services. The aforementioned shall be maintained in a manner consistent with Generally Accepted Accounting Principles (GAAP.) 15.2. Clinical/Consumer Service Records. The Contractor shall comply with all state and federal requirements regarding the maintenance and content of records relating to services provided to individual consumers under this Agreement. 16. Record Maintenance and Retention: This Agreement may be subject to review by any Federal or State auditor. County or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by County. Such review may occur with or without notice, and may include, but is not limited to, on site inspection by County Agents or employees, inspection of all records or other materials which County deems pertinent to the Agreement and its performance, and any and all communications with or evaluations by service recipients under this Agreement. During the term of this Agreement and for six (6) years following termination or expiration and settlement (i.e., the resolution of all matters, including payment, releases and all matters subject to clarification and execution, incidental to and following an audit by the Office of the State Auditor, Federal auditors, and/or any persons duly authorized by the County and/or department) of this Agreement, Contractor shall maintain records sufficient to: 16.1. Document performance of all acts required law, regulation, or this Agreement; 16.2. Substantiate Contractor’s statement of its organization’s structure, tax status, capabilities, and performance; and 16.3. Demonstrate accounting procedures, practices, and records that sufficiently and properly document Contractor’s invoices to County and all expenditures made by Contractor to perform as required by this Agreement. 17. Reporting: Contractor shall provide timely, accurate reports and other documents relating to the performance of this Agreement, as specified in the Specific Terms and Conditions, the Statement(s) of Work, or as otherwise requested by County. 18. Severability: The provisions of this Agreement are severable. If any court holds any provision of this Agreement, including any provision of any document incorporated by reference, invalid, that invalidity shall not affect the other provisions of the Agreement. 19. Subcontracting 19.1. Contractor shall not assign or subcontract the performance of this agreement or any portion thereof to any other contractor without the prior written approval of the Department. Notwithstanding the foregoing, the County agrees that the contractor may assign this contract, including all of the contractor’s rights and obligations hereunder, to any successor in interest to the contractor arising out of the sale of or reorganization of the contractor. 20. Survivability: The terms and conditions contained in the Agreement that, by their sense and context, are intended to survive the expiration of the Agreement shall so survive. Surviving terms include, but are not limited to: Confidentiality, Disputes, Indemnification and Hold Harmless, Inspection, Records, Record Maintenance and Retention, Ownership of Material, Termination for Default, Termination Procedure, Treatment of Property and Waiver. 21. Termination: This Agreement may be terminated, in whole or in part, should either party determine that, in either’s sole discretion, such termination is in their best interests. When terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contract prices for completed items of work. An equitable adjustment in the contract price for partially completed items of work will be made, by such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Agreement by the County and/or the Contractor at any time during the term, whether for default or convenience, shall not constitute a breach of the Agreement by either party. 22. 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 of litigation shall be in the Superior Court of the State of Washington in and for the County of Walla Walla. The laws of the State of Washington shall govern this Agreement. 23. 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.
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