AttachmentFCustomaryContractGTC

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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.
                 8.5.1.1.   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.
                 8.5.1.2.    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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