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CONTRACT FOR

Title: Contract Number:

Start Date: End Date: Fiscal Year:

The County reserves the right to extend this Agreement for additional periods. The decision to extend is subject to the availability of funding, the continued priority of need for a specific service, and satisfactory performance by the Contractor during the period specified in this Agreement.

Notification of intent to extend Agreement for additional periods with the Contractor will occur prior to the expiration of this Agreement.

INITIAL CONTRACT FUNDING NOT TO EXCEED: $

Contractor:

Mailing Address:

Contact Name: Title:

Phone: Email:

Fiscal Contact: Email:

Agency UBI:

[Department Name] Contract Team

Contract Owner: Email:

Program Contact: Email:

<<type>> Contact: Email:

NOW, THEREFORE, for and in consideration of the mutual covenants, promises, and agreements contained herein, County and Contractor, mutually agree that Contractor shall provide the services and comply with the requirements set forth herein and the exhibits and attachments, incorporated by reference into this Agreement:

EXHIBITS AND ATTACHMENTS

A: Statement of Work E: Prevailing Wage Compliance B: Compensation and Financial Requirements F: Sample Work Assignment C: General Terms and Conditions D: Insurance Requirements

This Agreement, including all Exhibits and other documents incorporated by reference, contains all the terms and conditions agreed upon by the parties. No other understandings and representations, verbal or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind the parties. The parties signing below warrant that they have read and understand this Contract and have authority to enter this Agreement.

[add name and title here] Contractor Signature Printed Name and Title Date

Approved As to Form Only by Deputy Prosecuting Attorney

Date Finance & Enterprise Services Director Date

Department Director Date County Executive (over $250k) Date

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EXHIBIT A – STATEMENT OF WORK

<<Contractor Name>>, hereinafter referred to as the “Contractor,” has been awarded an Agreement by Pierce County, hereinafter referred to as the “County”, reflected by the Total Contract Funding set forth herein on page one (1) of this Agreement. The Contractor shall use this funding to implement the Agreement requirements set forth below.

1. DEFINITIONS

For purposes of this Agreement, the term:

1.1. “Agreement” or “Contract” means this document and all Exhibits and other documents incorporated by reference, containing all terms and conditions agreed upon by the parties.

1.2. “CFR” means Code of Federal Regulations.

1.3. “RCW” means Revised Code of Washington.

1.4. “WAC” means Washington Administrative Code.

2. BACKGROUND AND PURPOSE

2.1. [Optional, brief statement of background, including statute or ordinance that required or authorized this service if applicable]

2.2. The purpose of this Agreement is to…

3. TERM OF AGREEMENT

3.1. The initial term of this Agreement begins on the Start Date listed on page 1 of this Agreement and ends on the End Date listed on page 1 of this Agreement.

3.2. OPTION 1: This Agreement may be renewed for additional 12-month terms, at the County’s discretion and at a cost agreeable to the County, for a total maximum term of 5 years.

3.3. OPTION 2: This Agreement will be automatically renewed for a maximum of <<XX>> additional 12-month terms, at the same rates listed in Exhibit B, unless either party provides a notice of non-renewal at least thirty (30) calendar days before the end of the current term.

3.4. OPTION 3: The term of this Agreement may be extended, at the County’s discretion and at no additional cost to the County, up to an additional <<XX>> months.

3.5. OPTION 4: The term of this Agreement may not be extended.

4. SCOPE OF WORK

4.1. Task 1 – [Task Name]

4.1.1. The Contractor shall…..

4.2. Task 2 – [Task Name]

4.2.1. The Contractor shall…

4.3. Project Schedule

4.3.1. The Contractor shall adhere to the following project timeline in performance of this Agreement…

4.4. [Anything else not already covered]

5. PERFORMANCE METRICS

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5.1. The Contractor’s performance will be measured by the following outcomes:

5.1.1. [Task 1]

5.1.1.1. Outcome: [intended outcome of Task 1]

5.1.1.2. Outputs:

5.1.1.2.1. [numbers/data that should be reported on to demonstrate progress toward outcome]

5.1.2. [Task 2]

5.1.2.1. Outcomes:

5.1.2.1.1. [intended outcomes of service]

5.1.2.2. Outputs:

5.1.2.2.1. [numbers/data that should be reported on to demonstrate progress toward outcome]

6. MONITORING/COMPLIANCE

6.1. The County may monitor Contractor’s performance of the work and compliance with laws and regulations. Monitoring may include, but is not limited to:

6.1.1. Reviews of invoices and backup documentation.

6.1.2. Reviews of compliance with background checks, licensing and certification requirements, prevailing wage requirements, and other terms of this Agreement.

6.1.3. Physical observation and inspections of job site, if applicable.

6.1.4. Reviews of records related to the performance of this Agreement, including personnel and other records, policies, procedures, or service delivery data.

6.1.5. Reviews regarding the quality, appropriateness and timeliness of services provided under this Agreement.

6.1.6. Inspections and/or audits of financial records.

6.2. The Contractor shall notify the County when an entity other than the County performs an audit or review described under this section related to any activity contained in this Agreement.

6.3. Upon request by the County, the Contractor shall provide records related to the performance of this Agreement.

6.4. Compliance with Laws and Regulations

6.4.1. Contractor shall provide services in compliance with:

6.4.1.1. The prevailing wage requirements of RCW 39.12, as described in Exhibit C – Contract Compliance.

6.4.1.2. List relevant CFRs, WACs, RCWs, etc. here if applicable.

6.5. General Compliance

6.5.1. List other general compliance requirements that are not already covered elsewhere in the Agreement.

7. REPORTING/DELIVERABLES

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7.1. The Contractor is responsible for submitting all deliverables in a timely manner. Deliverables shall be submitted in the format that is identified or provided by the County and shall be submitted to XXXXXX at XXXXX@piercecountywa.gov unless instructed otherwise. Deliverables include:

7.1.1. Monthly reports on each performance measure to include progress on each measure, status of outcomes, and outputs.

7.1.2. [Other required reporting/deliverables]

8. COUNTY RESPONSIBILITIES

8.1. To accomplish the intent of this Agreement, as appropriate under the circumstances, County shall:

8.1.1. Provide required forms for any reports the Contractor is required to submit.

8.1.2. [Additional County responsibilities, if applicable]

9. WORK ASSIGNMENTS. Contractor shall not perform any work under this Agreement unless authorized by a fully executed Work Assignment.

9.1. Work Assignment Definitions. For purposes of this section, the following terms have the meanings described:

9.1.1. “Contract Owner” means the Pierce County staff member responsible for managing the Contract and executing all Work Assignments.

9.1.2. “Project Manager” means the Pierce County staff member responsible for managing a specific Work Assignment.

9.1.3. “Work Assignment” or “Work Order” means the document that memorializes agreement between the Contractor and the County, pursuant to the terms of this Agreement.

9.2. Work Assignment Process.

9.2.1. The Project Manager will request a fee proposal for a scope of work requested by the County, within the scope of this Agreement. The Contractor shall not be reimbursed for costs associated with developing the fee proposal.

9.2.2. The Contractor shall submit a signed Work Assignment proposal to the Project Manager, containing the following information:

9.2.2.1. Description of the Work Assignment scope and deliverables.

9.2.2.2. Scope and deliverables of work to be done by subcontractors, if applicable.

9.2.2.3. Total Not to Exceed cost of the proposal, including:

9.2.2.3.1. Contractor’s personnel rates as negotiated;

9.2.2.3.2. Subcontractor hourly rates, if applicable;

9.2.2.3.3. Hours per person per task; and

9.2.2.3.4. Anticipated reimbursable costs.

9.2.3. Upon approval of a properly submitted proposal meeting the requirements above, the Contract Owner shall submit a Work Assignment to the Contractor for signature. The Work Assignment is executed upon signature of both parties.

9.3. Work Assignment Modifications. When either party becomes aware of the need to modify an existing Work Assignment, the party may initiate an amendment.

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9.3.1. The Contractor may initiate the amendment by submitting a revised work assignment proposal; the County may initiate the amendment by requesting a revised work assignment proposal.

9.3.2. The Work Assignment amendment, if agreed to by both parties, shall be executed in the same manner as a Work Assignment.

9.4. Work Assignment Termination. The County may terminate a Work Assignment in the same manner as the Agreement. See the General Conditions of this Agreement.

9.5. In the event of any conflict between the compensation terms of a Work Assignment and the terms of Exhibit B, the terms of Exhibit B shall take precedence over those in the work assignments.

10. OTHER SECTIONS AS APPLICABLE

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EXHIBIT B – COMPENSATION AND FINANCIAL REQUIREMENTS

1. COMPENSATION

1.1. The County shall provide payment for satisfactory performance of the services as set forth in the Statement of Work in this Agreement, at the rates and in the amounts agreed upon in this Agreement.

1.2. Funding is contingent upon the receipt of funds from contractual Agreements between Pierce County and state government, federal government, or other sources. If funding is withdrawn, reduced, suspended, or reallocated, after the effective date of this Agreement and prior to normal completion, the County will notify the Contractor per section 1.2.1. In such instances, the County may terminate the Agreement, withdraw funding, or renegotiate the Agreement subject to those new funding limitations and conditions. If the source of funding for this Agreement is eliminated on a temporary or permanent basis, the County will not be responsible for reimbursing the Contractor for any work performed after the receipt of the notification.

1.2.1. Should a change in fund source occur or become necessary, the County shall notify the Contractor immediately, by issuing a formal amendment, unless the Agreement is formally terminated in which the County will follow the termination process per the General Terms and Conditions (GTC). The Contractor shall keep a copy of any notices on file with the Agreement as the record of change.

1.3. The County will not provide payment for:

1.3.1. Costs incurred prior to start date of this Agreement;

1.3.2. Any action subsequent to an order from the County for suspension or termination of the project except as may be reasonably necessary for the protection of life and property;

which could otherwise be avoided; or

1.3.3. Payment requests that include ineligible or inappropriate costs pursuant to state or federal laws and regulations (e.g., RCW, WAC, CFR), or as defined in this Agreement.

1.3.3.1. The Contractor shall refund to the County any payment or partial payment expended by the Contractor, subcontractors, or consultants.

1.4. The Contractor shall provide services in the most effective, efficient, and economical manner possible to establish a prudent financial management system.

1.5. The initial maximum consideration is not to exceed the total Agreement funding, per the cover page and budget table below.

OPTION 1: DELETE IF NOT USED

Budget Category Unit of

Measure Unit Price

Not to Exceed Total

Total $

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OPTION 2: DELETE IF NOT USED

Milestone Description Target Date Payment

Total $

2. BUDGET ADJUSTMENTS

2.1. An adjustment in direct labor cost rates or hourly personnel rates may be allowed not more often than once every 12 months, provided that the first adjustment shall be effective no earlier than 12 months following the Start Date of this Agreement. Requests must be submitted through the County’s “Rate Increase Request Form.”

2.1.1. The adjustment must be submitted at least thirty (30) calendar days before its proposed effective date and shall specify the exact adjustment to the rates and state the new rate.

2.1.2. The adjustment must be approved by a written amendment signed by both parties, prior to invoicing the County.

2.1.3. Maximum adjustments shall be limited to the percentage change in Consumer Price Index for All Urban Consumers for the Seattle-Tacoma-Bellevue Metropolitan Statistical Area (Seattle Area) for the 12-month period ending with the most recent Seattle Area CPI release at the time the cost adjustment is submitted. However, the maximum adjustment shall not exceed five (5) percent in any year.

2.1.4. For multi years Agreements, adjustments not taken in one year cannot be added to the adjustment for a subsequent year.

3. A&E BUDGET AND RATES

3.1. Payment under this Agreement for A&E services shall be pursuant to the approved labor rates, payments, or fees as listed in the table below.

3.1.1. Labor Costs shall be compensated on the basis of actual paid labor hours expended on an authorized task by County-approved individuals multiplied by the actual direct labor rate for the individuals;

3.1.2. Overhead Allowance and Professional Fees shall be compensated on the basis of direct Labor Costs;

3.1.3. Direct Costs (also referred to as “expenses”), excluding subcontractors, shall be compensated on the basis of actual cost.

3.1.3.1. Subcontractors shall be compensated on the basis of actual cost plus a percentage.

https://www.cognitoforms.com/PierceCounty2/RateIncreaseRequestForm

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OPTION 3: DELETE IF NOT USED

Staff Member Labor

Classification Department

Direct Labor Rate

Overhead Allowance

Professional Fees

Fully Burdened Rate

3.2. An adjustment in the Contractor’s Overhead Allowance may be allowed not more often than once every 12 months, provided that the first adjustment shall be effective no earlier than 12 months following the Start Date of this Agreement.

3.2.1. The adjustment to the Overhead Allowance must be supported by documentation from a state, federal, or municipal agency demonstrating that a new rate was audited and approved.

3.2.2. Adjustments shall not exceed an increase of 10% of the previously approved rate (i.e., the previous rate multiplied by 1.1).

3.2.3. Any additional staff or changes in classification of promoted staff, whose time will be billed as part of this Agreement must be authorized by the County. Labor rates for additional or promoted staff must be submitted, at least thirty (30) calendar days before its proposed effective date. The labor rates for the additional or promoted staff must be within the authorized range of labor rates for their classification. Note: Classification step increases and professional certifications are not considered promotions.

3.2.4. Mileage will be reimbursed at the approved IRS rate at the time mileage is incurred. A report of mileage incurred shall accompany each invoice. Mileage, including Subcontractor mileage, shall not be reimbursed for trips of 50 or fewer miles.

3.2.5. All adjustments must be approved by a written amendment signed by both parties, prior to invoicing the County.

4. BILLING AND PAYMENT

4.1. OPTION 1: The Contractor shall bill the County monthly using an invoice form acceptable to the County. Each calendar month shall be considered a billing period.

4.2. OPTION 2: The Contractor shall bill the County upon completion of each Milestone listed in the payment schedule above using an invoice form acceptable to the County. Each milestone shall be considered a billing period.

4.3. The Contractor shall submit invoices to [invoice email] no later than fifteen (15) calendar days after each billing period ends.

4.4. The Contractor shall include the following items with each invoice:

4.4.1. The Contract Number.

4.4.2. The start and end date of the billing period.

4.4.3. The rates of each category of cost billed, including, if applicable:

4.4.3.1. Cost of each completed milestone for milestone-based payment;

4.4.3.2. Hourly personnel rates or direct labor rates for each staff member;

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4.4.3.3. Cost of each category of direct cost to be reimbursed;

4.4.3.4. The exact percentage of overhead allowance, professional fee, and markup rates applied to each category, if allowed under the terms of this Agreement.

4.4.4. Documentation to support the amount of the request for reimbursement.

4.4.5. A brief narrative of the services provided, including:

4.4.5.1. Deliverables completed and submitted.

4.4.5.2. Progress made toward completion of any tasks or milestones.

4.4.5.3. Information required to be reported in Exhibit A – Statement of Work, and documentation to support the reported information.

4.5. The County shall issue payment no later than thirty (30) calendar days after receipt of a properly completed invoice. Invoices that are incomplete or missing required documentation may result in delayed payment.

4.6. The County reserves the right to modify the invoice form as necessary. The County will provide any revisions or changes to the Contractor in a timely manner.

4.7. Fiscal Year End. The Contractor shall:

4.7.1. For the final invoice of the current calendar year, submit the invoice to the County by no later than January 7th of the new year in order to ensure final payment is accrued.

4.7.2. For Agreements ending in any month other than December, submit the final invoice no later than the specific date to be provided by the County.

5. ADD ADDITIONAL REQUIREMENTS WHEN REQUIRED STARTING HERE

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EXHIBIT C – GENERAL TERMS & CONDITIONS

1. Accounting and Payment for Contractor Services. Payment to the Contractor for services rendered under this Agreement shall be as set forth in Exhibit "B." Where Exhibit "B" requires payments by Pierce County, payment shall be based upon billings, supported unless otherwise provided in Exhibit "B," by documentation of units of work actually performed and amounts earned, including where appropriate, the actual number of days worked each month, total number of hours for the month, and the total dollar payment requested. Unless specifically stated in Exhibit "B" or approved in writing in advance by the official executing this Agreement for Pierce County, (hereinafter referred to as the "Contracting Officer",) the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in the performance of this contract.

Where required, the County shall, upon receipt of appropriate documentation, compensate the Contractor, no more often than monthly, through the County voucher system for the Contractor's service pursuant to the fee schedule set forth in Exhibit "B."

2. Amendments. All amendments to this Agreement shall be in writing and signed by each of the parties.

3. Applicable Law and Venue. This Agreement shall be governed, construed, and interpreted according to the laws of the State of Washington. In the event either Contractor or County deems it necessary to institute legal action or proceedings to enforce any right or obligation under this Agreement, Contractor and County agree that any such action or proceedings shall be brought in Pierce County Superior Court.

Contractor and County shall be responsible for their own attorney’s fees and costs.

4. Assignment and Subcontracting. No portion of this Agreement may be assigned to any other individual, firm, or entity without the prior express written approval of County. The County has the right to request copies of all subcontracts, agreements, or memorandum of understanding if subcontracting is approved.

In addition, all Subcontracts must be in writing and specify all responsibilities and requirements appropriate to the service or activity delegated under the Subcontract and must incorporate or include all terms and conditions of this Agreement. No subcontract terminates the legal responsibility of the Contractor to the County to perform the terms of this Agreement. The Contractor shall be responsible for the acts and omissions of any Subcontractor, and the Contractor is responsible for all contractual obligations, financial or otherwise, to its Subcontractors. The County has no contractual obligations to any Subcontractor under a contract with the Contractor.

5. Background Checks. The Contractor may be required to conduct criminal background checks on all staff, volunteers, and subcontractors accessing certain buildings or systems under this Agreement. Specific background check requirements may be included in Exhibit A, Statement of Work or a Work Assignment, if applicable.

6. Confidentiality. The Contractor, its employees, subcontractors, and their employees shall maintain the 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 Pierce County Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the County. Contractor shall immediately give to the County notice of any judicial proceeding seeking disclosure of such information. Contractor shall indemnify and hold harmless the County, its officials, agents or employees from all loss or expense, including, but not limited to settlements, judgments, setoffs, attorneys' fees, and costs resulting from Contractor's breach of this provision.

7. Close-Out. Contractor shall submit to County at the end of the period of performance of this Agreement all financial, performance, and other reports as required by Exhibits A and B of this Agreement.

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8. Conflict of Interest and Code of Conduct. County may, in its sole discretion, by written notice to Contractor, terminate this Agreement if it is found, after due notice and examination by County or its agent that there is a violation of chapter 42.23 RCW, or any similar statute involving the Contractor in the procurement of, or performance of this Agreement. In the event this Agreement is terminated as provided above, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of a breach of this Agreement by Contractor. The rights and remedies of County provided for in this section (8) shall not be exclusive and are in addition to any other rights and remedies provided by this Agreement or law. The existence of facts upon which County decides under this section (8) shall be an issue and may reviewed as provided in the Dispute Resolution section (14) below.

9. 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.

10. Cooperative Purchasing. The Washington State Interlocal Cooperative Act RCW 39.34 provides other governmental agencies may purchase goods and services on this solicitation or contract in accordance with the terms and prices indicated therein if all parties are willing. The Contract maximum for this contract per annual term, or for any renewal period, is for Pierce County’s use only. Other agencies may use this contract up to their contract limits, if any, exclusive of and in addition to the County’s contract maximum.

By ordering and providing service under terms of this contract to any other governmental agency or jurisdiction, the governmental agency and the Agency agree to indemnify, defend, and hold harmless Pierce County per section (13) below from any and all obligations, claims, or expenses, including attorney’s fees, arising out of such action.

11. Data Security. Contractor agrees to abide by and maintain adequate data security measures consistent with applicable laws and regulations and industry standards and best practices.

12. Debarment. Contractor shall assure that its officers, agents, subcontractors, and consultants shall not fund, have an Agreement with, or engage the services of any consultant, subcontractor, supplier, or other party who is debarred, suspended, or otherwise ineligible to receive funds. Contractor certifies that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in the Agreement by any federal department or agency. If requested by County, Contractor shall complete a certification to the terms of this section (12).

13. Defend, Hold Harmless, and Indemnity.

13.1. Contractor, and its officers, agents, employees, subcontractors, and/or consultants, agree to defend, indemnify and save harmless County and 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, and its elected or appointed officials or employees, for damages because of personal or bodily injury, including death, at any time resulting therefrom, sustained by any person or persons, or on account of damage to property, including loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the Contractor, its officers, agents, employees, subcontractors, and/or consultants, successor or assigns, or the County, or its appointed or elected officers, employees or agents, except only such injury or damage as shall have been occasioned by the sole negligence of the County, or its appointed or elected officials or employees.

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13.1.1. The preceding section (13.1) is valid and enforceable only to the extent of Contractor’s negligence where the damages arise out of services or work in connection with or collateral to, a contract or agreement relative to construction, alteration, repair, addition to, subtraction from, improvement to, or maintenance of, any building, highway, road, railroad, excavation, or other structure, project, development, or improvement attached to real estate, including moving and demolition in connection therewith, a contract or agreement for architectural, landscape architectural, engineering, or land surveying services, or a motor carrier transportation contract and where the damages are caused by or result from the concurrent negligence of (1) the County or its agents or employees, and

(2) the Contractor or the Contractor’s agents or employees.

13.2. With respect to performance of this Agreement and as to claims against the County, its officers, agents, and employees, Contractor expressly waives its immunity under RCW 51, the Industrial Insurance Act, 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 Contractor. This waiver is mutually negotiated by the parties to this Agreement.

13.3. In addition to any other remedy authorized by law, County may retain so much of the money otherwise due Contractor as deemed necessary by the County to ensure indemnification until disposition has been made of such suits or claims subject to the provisions of this section.

13.4. No liability shall attach to the County by reason of entering into this Agreement, except as expressly provided herein.

13.5. Without limiting the breadth of the remainder of this provision (“Defend, Hold Harmless, and Indemnity”), Contractor’s obligation to defend, hold harmless and indemnify the County includes, without limitation, all loss and expense related in any way to environmental damage or harm, pollution, or hazardous substances and related in any way to movement of earth or water, subject (if applicable) to the provisions of (13.1.1) above. ”

14. Dispute Resolution.

14.1. Differences between Contractor and County arising under this Agreement 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 may be promptly taken. Contractor and County shall meet and confer in good faith for the purpose of reaching a mutually satisfactory resolution of the dispute within fifteen (15) days of the date delivered or mailed postage paid to the County address identified on page one (1) of this Agreement, of said request.

14.2. The Contractor shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to act by the Contracting Officer 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 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.

14.3. The Contractor shall not be entitled to claim any such additional compensation, or extension of time, unless within 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

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15. Drug-Free Workplace. Contractor shall maintain a written drug-free workplace policy, notifying employees that the possession or use of a controlled substance is prohibited in the workplace, and specifying the actions which will be taken against employees for any violation of the policy. The policy shall be developed and prominently posted as soon as practically possible, but no later than sixty (60) calendar days after the effective date of this Agreement.

16. Entire Agreement. This written Agreement represents the entire Agreement between the Contractor and County and supersedes any prior oral statements, discussions, or understandings between Contractor and County.

17. Future Non-Allocation of Funds. Notwithstanding any other terms of this Agreement, if sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the County will not be obligated to make payment for services of amounts after the end of the fiscal period through which funds have been appropriated and allocated, unless authorized by County ordinance. No penalty or expense shall accrue to the County in the event this provision applies.

18. Independent Contractor Relationship. Contractor and County are and shall at all times be deemed independent contractors. Nothing herein shall be construed as creating the relationship of employer and employee, or principal and agent, between Contractor and County and the County or any of the Contractor’s employees or agents. Contractor and County shall each retain all authority for services rendered, standards of performance, control of personnel, and other matters incident to the performance of services by Contractor and County, respectively, pursuant to this Agreement.

19. Licensing and Accreditation Standards. Contractor agrees to comply with all applicable federal, state, and local licensing requirements, all applicable accrediting or certification standards, and any other standards or criteria established by County to ensure quality of services, and to supply proof of said compliance upon demand.

20. No Third-Party Beneficiary. County does not intend by this Agreement to assume any contractual obligations to anyone other than Contractor, and Contractor does not intend by this Agreement to assume any contractual obligations to anyone other than County. County and Contractor do not intend that there be any third-party beneficiary to this Agreement.

21. Non-Discrimination.

21.1. During the performance of this Agreement, Contractor shall comply with applicable laws as determined by the County, but not limited to:

21.1.1. Section 703, Titles VI and VII of the Civil Rights Act of 1964 [42 U.S.C. 2000d et seq.], the Civil Rights Act of 1991 [42 U.S.C. 1981].

21.1.2. The Americans with Disabilities Act of 1990 (ADA) [42 U.S.C. 12101 et seq.].

21.1.3. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 [42 U.S.C. 3601 et seq.].

21.1.4. Sections 503 and 504 of the Rehabilitation Act of 1973 [29 U.S.C. 793 and 794], the Age Discrimination in Employment Act of 1967 [29 U.S.C. 621].

21.1.5. The Age Discrimination Act of 1975 [42 U.S.C. 6102].

21.1.6. The Vietnam Era Veterans Readjustment Assistance Act of 1974 [38 U.S.C. 2011].

21.1.7. The Washington Equal Pay and Opportunities Act [Chapter 49.58 RCW].

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21.1.8. The Washington State Law Against Discrimination [Chapter 49.60 RCW].

21.1.9. Any related provisions of the Code of Federal Regulations (CFR), Washington Administrative Code (WAC) and Revised Code of Washington (RCW), or any subsequent amendments to these provisions.

21.2. Requirements of County’s Equal Employment Opportunity Policy are incorporated by reference to this Agreement and include, but are not limited to, the following:

21.2.1. Contractor shall not discriminate against any employee or applicant for employment, nor conduct any unlawful employment practices because of race, color, religion, creed, national origin, sex, sexual orientation, age, marital status, veteran status, the presence of any sensory, mental, or physical disability, or the use of a trained guide dog or service animal by a disabled person. This requirement does not apply, however, to a religious corporation, association, or educational institution with respect to the employment of individuals of a particular religion to perform work connected with the operation of such corporation, association, or educational institution, in pursuit of its activities.

21.2.2. Contractor will, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, creed, national origin, sex, sexual orientation, age, marital status, veteran status, or the presence of any sensory, mental, or physical disability, genetic information, or the use of a trained guide dog or service animal by a disabled person. For newspaper advertisements, Contractor may state that Contractor is an Equal Opportunity Employer, instead of using the longer qualification.

21.2.3. Contractor will not, on the basis of race, color, religion, creed, national origin, sex, age, disability, sexual orientation, marital status, or veteran status:

21.2.3.1. Deny an eligible individual any services or other benefits provided under this Agreement, or any subcontracts awarded pursuant to this Agreement.

21.2.3.2. Provide any services or other benefits to an individual which are different or are provided in a different manner from those provided to others under this Agreement or any subcontracts awarded pursuant to this Agreement.

21.2.3.3. Subject an individual to unlawful segregation or separate treatment, or unlawful discriminatory treatment in any manner related to the receipt of any services and/or the use of the Contractor's facilities, or other benefits provided under this Agreement; nor

21.2.3.4. Deny any individual an opportunity to participate in any service provided by this Agreement or afford an opportunity to do so which is different from that afforded others under this Agreement. In determining: (1) the types of service or the benefits to be provided; (2) the class of individuals to whom, or the situation in which, such services or other benefits will be provided; or (3) the class of individuals to be afforded an opportunity to participate in any service or other benefits; the Contractor will not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination because of their race, color, religion, creed, national origin, sex, sexual orientation, age, marital status, veteran status, or the presence of any sensory, mental, or physical disability, or the use of a trained guide dog or service animal by a disabled person.

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21.2.4. As required by Title II/III of the ADA regarding places of public accommodation, Contractor will ensure equal opportunity for individuals with disabilities to receive services.

Contractor will make reasonable modifications to policies, practices, and procedures that deny equal access to individuals with disabilities.

22. Notice. Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, notice to the County shall be given by the Contractor to the department head of the department for whom services are rendered, and to the County Purchasing Agent, 1501 Market St, Suite 120, Tacoma WA 98402. Notice to the Contractor for all purposes under this Agreement shall be given to the contact reflected on page 1 of this Agreement. Notice may be given by physical delivery or by depositing in the US Mail, first class, postage prepaid.

23. Ownership of Items Produced. All writings, programs, data, public records, or other 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.

24. Patent/Copyright Infringement.

24.1. Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County, to the extent such action is based on the claim that information supplied by the Contractor infringes any patent or copyright. The Contractor will pay those costs and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payments are conditioned upon the following:

24.1.1. That Contractor shall be notified promptly in writing by County of any notice of such claim.

24.1.2. 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.

25. Payment of Taxes.

25.1. The Contractor understands and acknowledges that the County will not withhold Federal or State income taxes. Where required by State or Federal law, the Contractor authorizes the County to make withholding for any taxes other than income taxes (i.e., Medicare). All compensation received by the Contractor will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the Contractor to make the necessary estimated tax payments throughout the year, if any, and the Contractor is solely liable for any tax obligation arising from the Contractor's performance of this Agreement. The Contractor 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.

25.2. The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. The Contractor must pay all other taxes including, but not limited to: Business and Occupation Tax, taxes based on the Contractor's gross or net income, or personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. Satisfactory performance of this section (25) is a condition precedent to payment by the County under this Agreement.

26. Proprietary Software.

26.1. In the event Contractor accesses County’s proprietary software applications to perform any work under this Agreement, Contractor shall read and agree to the terms and conditions of the software

PC Services Agreement Page 17 of 30 SC-XXXXXX license agreement, and shall not violate the terms and conditions of the software license agreement including, but not limited to:

26.1.1. The use of the software application shall be restricted to employees or subcontractors.

26.1.2. The Contractor shall not “pirate” or reverse engineer the software application; and/or

26.1.3. Otherwise use the application in any way that may harm the County.

27. Public Records Obligations.

27.1. The Contractor, its employees, subcontractors, and their employees shall generally maintain the confidentiality of all information provided by the County or acquired by the Contractor in performance of this Agreement, unless disclosure is authorized by the County or ordered by a Court.

27.2. Contractor understands and agrees that Pierce County is a public agency which must comply with all requirements of the Washington State Public Records Act, Chapter 42.56 RCW (PRA), and that Pierce County’s actions taken to comply with the PRA are not a violation of this Agreement.

Contractor further understands and agrees that most records related to this Agreement may be public records under the PRA, even if Contractor possesses the records. Contractor agrees to promptly cooperate with any search for and production of records in response to a Public Records Request, including records held by Contractor.

27.3. Upon receipt of a public record request for any material which is the subject of this Agreement, to the extent permitted by the PRA, Pierce County will promptly notify Contractor of the request and Contractor will promptly elect whether it will at its own expense commence court action or other response to attempt to protect the material from disclosure. If Contractor seeks such protection, Contractor will fully defend and indemnify Pierce County from any liability, including attorney fees and statutory penalties, which may arise under the PRA to the extent directly resulting from Contractor seeking protection of any record under such request.

27.4. The terms and conditions of this section control over the terms of any other agreement or any other provision of this Agreement. This section survives the termination of this Agreement.”

28. Recapture Provisions. In the event the Contractor fails to comply with any of the terms and conditions of this Agreement and that failure results in an overpayment, or Contractor fails to expend funds under this Agreement in accordance with state and federal laws and/or provisions of this Agreement, the County reserves the right to recapture funds in an amount equivalent to the overpayment or extent of the noncompliance. Such right of recapture shall exist for a period not to exceed one (1) year following Agreement termination or Agreement completion. Repayment by the Contractor of funds under this recapture provision shall occur within 30 calendar days of demand. If repayment is not made within the specified time frame, the County may secure repayment, plus interest, if any, utilizing available remedies.

29. Recordkeeping, Reporting, Audits. Contractor shall maintain all records required by applicable federal, state, and local regulations and to demonstrate compliance with this Agreement. The public shall be granted reasonable access to all public records, per section (27), associated with this Agreement for up to six (6) years following the termination or expiration of this Agreement in accordance with, and subject to any limitations or exemptions under the Public Records Act, RCW 42.56, or any other applicable state or federal law.

30. Religious Activities.

30.1. In accordance with the First Amendment of the United States Constitution and with Article 1, Section 11 of the Washington State Constitution, generally, funds received under this Agreement

PC Services Agreement Page 18 of 30 SC-XXXXXX may not be used for religious activities. The following restrictions and limitations apply to the use of funds provided by County under this Agreement:

30.1.1. Contractor may not engage in inherently religious activities, such as worship, religious instruction, or proselytization as part of the services funded under this Agreement.

30.1.2. Contractor may engage in inherently religious activities, but such activities must be separated in time or place from the services provided to beneficiaries under this Agreement and participation in such activities by individuals to receive services under this Agreement must be voluntary.

30.1.3. In performance of this Agreement, Contractor shall not discriminate against an individual beneficiary, or a prospective beneficiary of services based on religion or religious belief.

31. Right to Review. This Agreement is subject to review by any Federal or State auditor. The 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 the Contracting Officer. Such review may occur with or without notice, and may include, but is not limited to, onsite 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 expiration or termination, and shall make them available for such review, within Pierce County, State of Washington, upon request.

32. Severability. In the event any term or condition of this Agreement, or application thereof to any person or circumstance is held invalid, such invalidity shall not affect other terms, conditions, or applications of this Agreement which can be given effect without the invalid term, condition, or application. To this end, the terms and conditions of this Agreement are declared severable.

33. Survivability. The terms and conditions contained in the Agreement that by their sense and context are intended to survive the expiration of this Agreement shall so survive.

34. Suspension & Termination.

34.1. Default.

34.1.1. If the Contractor defaults, the County may, upon written notice to Contractor, immediately terminate this Agreement. Default includes, without limitation, the occurrence of any one or more of the following:

34.1.1.1. Contractor fails to comply with any of the terms or conditions of this Agreement or perform any of the obligations of the Agreement.

34.1.1.2. Contractor uses Agreement funds improperly or illegally.

34.1.1.3. Contractor provides materials, information, reports, or documentation which are incomplete, incorrect, or false, either knowingly or negligently.

34.1.1.4. Contractor fails to resolve in a timely fashion audit finding(s) associated with this Agreement which could materially impact performance of this Agreement.

34.1.1.5. Contractor is unable to carry out the terms and conditions of this Agreement in compliance with applicable federal, state, or local law; or

34.1.1.6. Any illegal act by Contractor.

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34.1.2. The County may, in its sole discretion, provide in its written notice an opportunity to cure the default with a deadline for said cure. No opportunity to cure will be given for illegal acts by the Contractor or for a default that causes an immediate risk to the health, safety, or financial security of the County or its residents.

34.1.3. Whenever the Agreement is terminated for default, Contractor shall be entitled to reimbursement for appropriate, approved, and eligible costs actually incurred by Contractor and supported by appropriate documentation prior to termination.

Termination of this Agreement by County at any time during its term, whether for default or convenience, shall not constitute a breach by County.

34.1.4. If Contractor receives a notice of termination from County, Contractor shall:

34.1.4.1. Cease performance under this Agreement to the extent specified in the notice of termination.

34.1.4.2. Place no further orders or agreements for goods, services, or facilities to complete the performance now terminated.

34.1.4.3. Assign to County all Contractor’s rights, title, and interest under the orders and agreements placed by Contractor to complete the performance now terminated.

34.1.4.4. Deliver or convey title to:

34.1.4.4.1. Any property produced by the work terminated.

34.1.4.4.2. Any usable personal property in which County has a secured interest.

34.1.4.4.3. Any usable property carried on the County’s inventory.

34.1.4.4.4. Any real property in which County, or any entity names by County, has a secured interest.

34.1.4.5. Send a final request for reimbursement, supported by appropriate…