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
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
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
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
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
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
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.
184.108.40.206. 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
220.127.116.11. 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.
11.1. 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
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
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.
19.1. 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.