SAMPLE:_Client_Services_Agreement.docx

TEMPLATE

Title: Comment by Kristy Lysell: Title should be reflective of services and must be less than 75 characters. The title MUST also match exactly in WD. Examples – can copy and paste in Word to appear larger. :

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 original procurement terms, 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.

Contractor:

Mailing Address:

Contact Name:

Title:

Phone:

Email:

<Other> Contact:

Email:

Agency UBI:

<<Department Name>> Contract Team Comment by Kristy Lysell: These can be changed as needed, but ultimately the goal is to provide appropriate contact information for the program and fiscal staff in support of the contractors needs.

Contract Owner: Comment by Kristy Lysell: Who is ultimately responsible for the contract – per the new policy, owner is the term the county will use.

Email:

Program Contact:

Email:

<<type>> Contact: Comment by Kristy Lysell: Enter the type, i.e. fiscal, program, etc.

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

C: General Terms and Conditions

[this row can be deleted if not used]

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]

Approved As to Form Only by Deputy Prosecuting Attorney

FOOTER (delete this word, for comment purposes only) Comment by Kristy Lysell: Do not change the footer title, page numbers, spacing, etc. Only add the SC#. Each exhibit does not need to be identified in the footer as this is all 1 contract containing all elements per the cover page.

NUMBERING (delete this word, for comment purposes only) Comment by Kristy Lysell: The numbering is an outline format. After making an entry, hit the “enter” key and it will automatically drop to the next number. If you need to adjust the indent for numbering purposes, you can simply use the “increase indent and decrease indent” buttons under “paragraph” on the Home Tab. DO NOT ADJUST OR CHANGE NUBMERING FORMAT.

EXHIBIT A – STATEMENT OF WORK

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. “Client” means an individual who receives services, or is eligible to receive services, under this Agreement.

1.4. “RCW” means Revised Code of Washington.

1.5. “WAC” means Washington Administrative Code.

2. BACKGROUND AND PURPOSE Comment by Kristy Lysell: This section is a snapshot of the overall intent of the contract. This can include a description of the program and the expectations of what is required in delivering the services we are purchasing, background, etc.

2.1. <<Brief statement of statute or ordinance that required or authorized this service if applicable>>

2.2. The purpose of the Agreement is to…….

3. TERM OF AGREEMENT Comment by Kristy Lysell: Please choose an option if applicable, keeping in mind any restrictions from the funding source. If this section does not apply to the agreement, delete.

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. CONTRACTOR RESPONSIBILITIES Comment by Kristy Lysell: This section is not limited to the two sections provided. It can include program specific subtitles and terms and/or include any of the following examples:

Service requirements Service Delivery Organizational Design Population Served / Eligibility Contractor Licensing Allegations of Abuse/Neglect Release of Information Confidentiality Staff Training and background checks Personnel/Credentialing/Licensing

4.1. Service Delivery

4.1.1. The Contractor shall…..

4.1.2.

4.2. Population Served / Eligibility

4.2.1. Clients shall be….

4.3. <<Anything else not already covered that may result in deliverables/outcomes>>

Performance Measure: Provide community-based services at local shelters and technical assistance, professional development services, and training to shelter staff.

Outcome: Improve shelter staff ability to successfully work with residents with housing needs, by providing 40 hours of “Moving to Permanent Housing” training to shelter staff annually.

Outputs:

Number of trainings provided at each shelter Dates of trainings Number of participants at each training

Performance Measure: Provide employment support services to a minimum of 50 clients, to include resume building, job coaching, practice interviews, and applying for employment.

Outcomes:

100% of the clients will register with an employment agency, such as Worksource, NeoGov, etc.

90% of the clients will obtain gainful employment.

80% of the clients will remain employed for at least one-full year or longer.

5.1.1. Provide <<description of service category>>

5.1.1.1. Outcome: <<intended outcome of service>>

5.1.1.2. Outputs: <<numbers/data that should be reported on to demonstrate progress toward outcome>>

5.1.2. Provide <<description of service category>>

5.1.2.1. Outcomes: <<intended outcomes of services>>

5.1.2.2. Outputs: <<numbers/data that should be reported on to demonstrate progress toward outcome>>

6. MONITORING/COMPLIANCE Comment by Kristy Lysell: This section should include county and other monitoring requirements, including any state/federal reviews and the expectations of the contractor to provide full access to monitors/auditors in regards to the requirements of the fund source(s). This section could also include any of the following:

Compliance with laws/regs Authorities and standards Authorized services General Compliance Evidence of contract performance and compliance

6.1. The County, or any duly authorized state or federal representatives, may conduct announced and unannounced monitoring of the Agreement and program services. 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 and other terms of this Agreement.

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

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

6.1.5. Inspections and/or audits of financial records, computers, or electronic systems of the Contractor and of any subcontractor, that pertain to the ability of the entity to bear the risk of potential financial losses, or to services performed or determinations of amounts payable under the contract per Section 1903(m)(A)(iv) of the Social Security Act.

6.1.6. On-site inspections of any and all contractor and subcontractor locations.

6.2. The Contractor shall notify the County when an entity (state/federal/other local) other than the County performs an audit or monitoring described under this section related to any activity contained in this Agreement. The County reserves the right to request/review copies of the results of any review performed.

6.3. All performance measures, reviews, and monitoring conducted by the County shall meet the minimum standard of ninety (90) percent to be considered compliant, unless otherwise stated. For performance measures, reviews, and monitoring that fall below the ninety (90) percent threshold, the Contractor may be subject to a Corrective Action Plan (CAP).

6.4. Use of County Logo for Marketing Comment by Kristy Lysell: Delete this section if not applicable.

6.4.1. The Contractor shall include the County logo, in a design pre-approved by the County, in all bid solicitations, flyers, posters, and other outreach or marketing materials related to the services provided under this Agreement.

6.4.1.1. The above-referenced materials shall also include a written acknowledgement of County funding, which may be provided in a statement similar to the following: “These services are supported by funding from Pierce County through its [Department name] Department.”

6.4.2. The Contractor may contact the County contacts listed on page 1 of this Agreement to obtain an image file of the County logo.

6.5. Compliance with Laws and Regulations Comment by Kristy Lysell: Do not keep 6.5 or 6.6 if they are not relevant.

6.5.1. Contractor shall provide services in compliance with:

6.5.1.1. <<List relevant CFRs, WACs, RCWs, etc. here if applicable.>>

6.6. General Compliance

6.6.1. <<List other general compliance requirements that are not already covered here.>>

7. REPORTING/DELIVERABLES Comment by Kristy Lysell: Deliverables is usually an all-encompassing section of anything the contract is requiring the contractor to "deliver" under the contract - this can be reports, plans, policies, performance measures/outcomes/outputs. This can be a summary of these items from other sections of the contract.

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 <<name>> 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 deliverables as applicable to the performance measure/outcome section above>>

8. COUNTY RESPONSIBILITIES Comment by Kristy Lysell: Only keep this section if it is relevant – add any requirements that fall on the County.

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 to the County under this Agreement, if applicable.

8.1.2. Provide technical assistance on program-related matters.

8.1.3. <<Additional County responsibilities, if applicable>>

9. CORRECTIVE ACTIONS

9.1. If the Contractor defaults as defined in the Termination for Default section of the General Terms and Conditions, or is at risk of default, the County may, at its own discretion, require the Contractor to develop and execute a corrective action plan (CAP), which must be submitted for approval to the County within 30 calendar days of notification. CAPs may require modification of policies or procedures by the Contractor relating to the fulfillment of its obligations pursuant to this Agreement. The County may extend or reduce the time allowed for corrective action depending upon the nature of the situation.

9.1.1. CAPs must include:

9.1.1.1. A brief description of the situation requiring corrective action.

9.1.1.2. The specific actions to be taken to remedy the situation.

9.1.1.3. A timetable for completion of the actions.

9.1.1.4. Identification of individuals responsible for implementation of the plan.

9.1.2. Corrective action plans are subject to approval by the County, which may:

9.1.2.1. Accept the plan as submitted.

9.1.2.2. Accept the plan with specified modifications.

9.1.2.3. Request a modified plan.

9.1.2.4. Reject the plan.

10. OTHER SECTIONS AS APPLICABLE Comment by Kristy Lysell: You can add additional sections as needed starting here, OR any fund source specific requirements can also be included in a special terms and conditions exhibit. If adding here, just continue with the same formatting as above in all other sections.

EXHIBIT B – COMPENSATION AND FINANCIAL REQUIREMENTS

1. COMPENSATION

1.1. The County shall provide funding 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. The Contractor shall use all funds provided pursuant to this Agreement to support only the services as described within this Agreement and may not supplant other programs or fund sources.

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. Funds shall not be obligated for:

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

1.3.1.1. 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 which is otherwise eligible of the action precipitating the order for suspension or termination is found to be acceptable to the County; or

1.3.2. Reimbursement requests that include ineligible or inappropriate costs pursuant to state or federal laws and regulations (e.g., RCW, WAC, CFR), or as defined in the GTC or statement of work.

1.3.2.1. The Contractor shall refund to the County any payment or partial payment expended by the Contractor, Subcontractor’s, or consultants which is subsequently found to be ineligible, inappropriate, or illegal.

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 $ , as shown in the funding table below. It is the responsibility of the Contractor to monitor their monthly expenses and ensure that they do not exceed the maximum consideration for the fund source(s).

Payment Period: <<DATE>> through <<DATE>> Comment by Kristy Lysell: Table can be replaced with program specific funding table – do not include in the numbering outline, it is to remain a part of section 1.5.

Payment Period: <<DATE>> through <<DATE>> Comment by Kristy Lysell: Table can be replaced with program specific funding table – do not include in the numbering outline, it is to remain a part of section 1.5.

Payment Period: <<DATE>> through <<DATE>> Comment by Kristy Lysell: Table can be replaced with program specific funding table – do not include in the numbering outline, it is to remain a part of section 1.5.

1.6. Funding for <<Administration/Indirect>> may not exceed the total amount per the table above. Any unspent funding from <<Administration/Indirect>> may be moved to another line without a formal amendment. The Contractor shall inform the County immediately of their intent to move funds between any lines prior to taking action and, if approved by the County, the Contractor must submit an updated budget within 15 days. Comment by Kristy Lysell: This section is optional, so keep or delete. If you choose to keep, please choose the correct term.

2. BILLING AND PAYMENT

2.1. The Contractor shall submit reimbursement requests to the County monthly using an invoice form <<provided by>>/<<acceptable to>> the County. Each calendar month shall be considered a billing period. Comment by Russell Wrigg: Choose provided by if you are requiring them to use a specific invoice form. Choose acceptable to if they are using their own form.

2.2. The Contractor shall submit invoices to <<invoice email>> no later than fifteen (15) calendar days after each billing period ends.

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

2.3.1. The Contract Number.

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

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

2.3.4. A brief narrative of the services provided, including: Comment by Kristy Lysell: Change this section accordingly to what is required per the Agreement and/or department specific requirements.

2.3.4.1. <<Number of eligible individuals served.>>

2.3.4.2. <<The types of services provided to eligible individuals.>>

2.3.4.3. <<Information required to be reported monthly in Exhibit A – Statement of Work, and documentation to support the reported information.>>

2.4. 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.

2.5. 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.

2.6. Fiscal Year End. The Contractor shall:

2.6.1. 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.

2.6.2. 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.

3. ADD ADDITIONAL REQUIREMENTS WHEN REQUIRED STARTING HERE Comment by Kristy Lysell: This is where any additional requirements/information per the award contract should be added. Please keep formatting and numbering consistent with the rest of the contract.

EXHIBIT C – GENERAL TERMS & CONDITIONS

1. Amendments. All amendments to this Agreement shall be in writing and approved by the County.

2. 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.

3. 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 understandings 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.

4. Background Checks. The Contractor shall conduct criminal background checks on all staff, volunteers, and subcontractors’ prior to initiating work with any individual under eighteen years of age, a vulnerable adult as defined in chapter 74.34 RCW, or a vulnerable person as defined in RCW 9.96A.060 who is receiving services under this Agreement. The Contractor shall maintain appropriate documentation of all background checks performed in its employees’ files.

In addition, when applicable, the Contractor shall ensure when employees performing services under this Agreement are required to have specific credentials, licenses, and education, employees meet all required standards and source document verification is maintained in employee files.

5. Billing Limitations. The Contractor shall submit timely invoices as detailed in Exhibit B. Unless otherwise specified under this Agreement, the County shall not reimburse any claims for services submitted more than six (6) months after the calendar month in which the services were performed.

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.

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 (13) 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 (12) 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. Defend, Hold Harmless, and Indemnity.

12.1. 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.

12.1.1. The preceding section (12.1) 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.

12.2. 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.

12.3. 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.

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

12.5. Capital Projects:

12.5.1. Contractor shall bear sole responsibility for damage to completed portions of the project and to property located off the project caused by erosion, siltation, run-off, or other related items arising during construction of the project.

12.5.2. Contractor shall also bear sole responsibility for any pollution of rivers, streams, ground water, or other waters which may occur as a result of construction operations.

12.5.3. Contractor shall exercise all necessary precautions throughout the life of the project to prevent pollution, erosion, siltation, and damage to property.

13. Dispute Resolution. 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. 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. Non-Discrimination.

20.1. During the performance of this Agreement, Contractor shall comply with federal, state, and local laws including, but not limited to:

20.1.1. 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].

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

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

20.1.4. 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].

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

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

20.1.7. Any relevant Executive Order (E.O.) issued by the President of the United States.

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

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

20.1.10. 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.

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

20.2.1. 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.

20.2.2. 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.

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

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

20.2.3.2. 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.

20.2.3.3. 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

20.2.3.4. 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.

20.2.4. 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.

21. 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.

22. Patent/Copyright Infringement.

22.1. 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:

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

22.1.2. 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.

23. Payment of Taxes.

23.1. Contractor shall pay all federal, state, and local taxes incurred by Contractor. Contractor shall require payment of all federal, state, and local taxes incurred by any of its subcontractors, consultants, and agents who are paid from funds provided under this Agreement or act in furtherance of this Agreement. Satisfactory performance of this section (23) is a condition precedent to payment by the County under this Agreement.

24. Proprietary Software. 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 license agreement, and shall not violate the terms and conditions of the software license agreement including, but not limited to:

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

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

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

25. 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.

26. 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” 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.

27. Religious Activities. 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 may not be used for religious activities. The following restrictions and limitations apply to the use of funds provided by County under this Agreement:

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

27.2. 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.

27.3. 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.

28. 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.

29. 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.

30. 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.

31. Suspension & Termination

31.1. Default.

31.1.1. 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:

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

31.1.1.2. Contractor uses Agreement funds improperly or illegally.

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

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

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

31.1.1.6. Any illegal act by Contractor.

31.1.2. 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.

31.1.3. 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.

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

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

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

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

31.1.4.4. Deliver or convey title to:

31.1.4.4.1. Any property produced by the work terminated.

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

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

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

31.1.4.5. Send a final request for reimbursement, supported by appropriate documentation, for the performance now terminated to County within thirty (30) calendar days of the date of termination.

31.1.5. Upon termination, County will:

31.1.5.1. Arrange to take delivery of property or the right, title, or interest of real property conveyed by Contractor in conjunction with this Agreement; and

31.1.5.2. Make final payment upon receipt of final billings for all authorized services, if Contractor has provided documentation that County’s interests are fully protected.

31.1.6. After termination for default, the County may issue a new solicitation to reprocure the services provided under this Agreement. The Contractor shall not respond to the solicitation unless authorized by the County.

31.1.7. The rights and remedies in this section (31) are in addition to any other rights and remedies provided by law or under this Agreement.

31.2. Public Convenience.

31.2.1. The County may terminate the contract in whole or in part whenever the County determines, in its sole discretion, that such termination is in the interests of the County. Events that may warrant a termination for public convenience include, but are not limited to:

31.2.1.1. Expected or actual funding from the state, federal government, or other source(s) is withdrawn, reduced, or limited in any manner after the effective date of this Agreement and prior to its normal completion.

31.2.1.2. Performance of this Agreement is rendered unfeasible or impossible for any reason.

31.2.2. Whenever the contract is terminated in accordance with this section, 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, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work.