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HomeMy WebLinkAbout18-210 - King County Community and Human Services - 2018 Older Adult InvestmentsnocuSign Envelope ID: DF8BD46B-DBA7-4E84-9BCD-B208AC9BB153 18-210 (a) Council Approval N/A La King County Department of Community and Human Services Community Services Division (206) 263-9105 TTY Relay: 711 CONTRACT AMENDMENT DCHS / CSD / Seniors Levy Contract No Project/Exhibit(s) II -City of Tukwila Older Adult Original Contract Date Investments - Senior Center Investments Contractor City of Tukwila Amendment No. Address 6200 Southcenter Blvd Amendment Start Date Tukwila, WA 98188 Amendment Requested By: Community Services Division Scott Ninneman / (206) 263-9072 PURPOSE Amendment Effects: 6041770 07/01 /2018 1 i 1 ing/?n l a Scope of Service X Time of Performance Compensation Method of Payment The City of Tukwila Older Adult Investments -Senior Center Investments Program will be extended through March 31, 2019. A. STANDARD CONTRACT CHANGES Change funding table as follows: FUNDING SOURCES __......� FUNDING W�m mm mEFFECTIVE DATES,_ wwµmm� COUNTY $77,500 07/01/2018 - 12/31/2018 TOTAL $77,500 07/01/2018 - 12/31/2018 B. EXHIBIT CHANGES WORK STATEMENT The Contractor shall increase participation and inclusion, update organizational infrastructure, complete minor capital improvements and facility repairs, and provide enhanced services including referrals for King County's Property tax Exemption for older persons in accordance with the terms and conditions described hereinafter. The total amount of reimbursement pursuant to this Exhibit shall not exceed $77,500 in County funds during the period July 1, 2018 through March 31, 2019. The contract period may be extended at the discretion of City of Tukwila Page I of 2 2018 Contract Amendment - 6041770 DocuSign Envelope ID: DF8BD46B-DBA7-4E84-9BCD-B208AC9BB153 King County based on its evaluation of circumstances such as a capital project that cannot be completed by December 31, 2018 due to circumstances beyond the control of the Contractor. IN WITNESS HEREOF, the parties hereto have caused this amendment to be executed and instituted on the date first above written. KING COUNTY City of Tukwila DocuSigned by: I '�,. I I,l SU % DocuS.'igned King County Executive Signature 12/10/2018 Date .........._.. Allan Ekberg NAME (Please type or print) 12/7/2018 ........ Date City of Tukwila Page 2 of 2 2018 Contract Amendment - 6041770 DocuSign Envelope ID: DF8BD46B-DBA7-4E84-9BCD-B208AC9BB153 f WASHINGTON SCHOOLS Evidence of Coverage — .m�� o� RISK MANAGEMENT POOL General Certificate NOMENNOW This Evidence of Coverage is issued as a matter of information only and confers no rights upon the evidence holder. This evidence does not amend, extend or alter the coverage afforded by the coverage agreement below and is subject to all the terms, exclusions and conditions of such coverage agreement. This is to certify that the coverage listed below has been issued to the named Covered Member for the period indicated. As a statutorily authorized and self -funded public entity interlocal cooperative among school and educational service districts, there is no insurance policy involved. Because WSRMP is not an insurance company, we cannot grant "additional insured" status (WAC 200-100-02005 and 02007). Coverage Afforded By: Covered Member: Washington Schools Risk Management Pool Tukwila School District PO Box 88700 4640 S 144th St Tukwila, WA 98138-2700 Tukwila, WA 98168 Member It: 17406 Coverage Agreement ##: COV 2018-2019 Coverage Period: September 1, 2018 through August 31, 2019 Effective Date of Evidence of Coverage: September 1, 2018 Expiration Date of Evidence of Coverage: August 31, 2019 Limits Available General Liability: $1,000,000----�-----------�- Limits Available Property: $1,000,000 ------------m-------� Limits Available Auto Liability: $1,000,000--�--------------- Description of Operations/Locations/Vehicle: Activities under the direct supervision of District personnel as respects coverage period September 1, 2018 through August 31, 2019. Evidence of Coverage Holder: Issue Date: August 1, 2018 To Whom It May Concern 4 a'Au ha tzed Sigh re Cancellation. Should the above described coverage agreement be cancelled before the expiration date, WSRMP will send 30 days written notice to the evidence of coverage holder named above. 02018 Washington Schools Risk Management Pool DocuSign Envelope ID: DF8BD46B-DBA7-4E84-9BCD-B208AC9BB153 EXHIBIT II TUKWILA SENIOR PROGRAM SENIOR CENTER PROGRAM I. WORK STATEMENT The Contractor shall increase participation and inclusion, update organizational infrastructure, complete minor capital improvements and facility repairs, and provide enhanced services including referrals for King County's Property tax Exemption for older persons in accordance with the terms and conditions described hereinafter. The total amount of reimbursement pursuant to this Exhibit shall not exceed $77,500 in County funds during the period July 1, 2018 through December 31, 2018. The contract period may be extended at the discretion of King County based on its evaluation of circumstances such as a capital project that cannot be completed by December 31, 2018 due to circumstances beyond the control of the Contractor. II. PROGRAM DESCRIPTION A. Outcomes The senior center increases short-term stability through one-time investment that: Increases senior center participation and inclusion; 2. Updates Organizational Infrastructure; 3. Maintains the Center's facility through maintenance or minor capital projects; and/or; 4. Sustains or Enhances senior center programming without creating ongoing funding requirements. B. Indicators Formulate and implement strategies to increase participation and inclusion of previously underserved groups. 2. Complete capital investment projects to enhance or maintain the facility as described in the Request for Qualifications (RFQ) application. Market, educate participants, refer and have available applications for the King County Property Tax Exemption program. C. Eligibility This contract's funding must be used to provide capital and/or regional health and human services for persons who are 55 years old or older or their caregivers. King County encourages particular focus on older adults who live on low -incomes, who are people of color, who are geographically, physically, culturally, or linguistically isolated, or whose primary language is not English. No otherwise eligible person may be Tukwila Senior Program Page 1 of 5 2018 Contract #6041770-Exh 11 DocuSign Envelope ID: DF8BD46B-DBA7-4E84-9BCD-B208AC9BB153 required to pay to receive services or access facilities funded by this contract, although contractors may provide the opportunity for persons to provide donations. D. Definitions "Sustain or Enhance Programming" means investments that will extend operations of or enhance basic services such as Health Promotion, Wellness and Fitness; Education, Recreation, Socialization; Social Work Services and Outreach Activities. Social work services include assistance provided by, or under the supervision of a qualified social worker including one-on-one counseling, home visits, and group sessions to older adults or caregivers. 2. "Increase Participation and Inclusion" means obtaining the participation of new and more diverse older adults such as underserved, homeless, homebound, isolated, rural or marginalized older adult populations and caregivers or those with mobility issues. It may include a variety of strategies to locate, recruit older adults or assess the best strategies to accomplish increased participation and inclusion of older adults residing in their service area, but not currently participating in at the senior center. 3. "King County Property Tax Exemption Outreach" for King County senior citizens is defined as marketing, educating participants, making referrals to the King County Assessor's Office and having available applications for low income older adults to apply for a reduction in property taxes. 4. "Legal Counseling" is defined as activities delivered by volunteer attorneys, trained legal interns, or other trained volunteers to provide clients with individual or group education, information, or advice on legal issues. 5. "Minor Capital Investments" to Enhance or Maintain the Facility means repairs, physical improvements, maintenance, vehicle repairs, or equipment purchases not exceeding $49,999. A variety of projects and/or purchases may be proposed under this category. 6. "Partnerships with Small Nutrition Sites" means senior center's establishing a relationship with nutrition sites that do not meet the definition of senior center and to foster a relationship between the two agencies, enhance services available at the small nutrition site(s) such as expanded programming, increased days of operation and assistance to connect participants to the broader network of services available to older adults in King County. 7. "Schedule of Activities" is defined as a list that shows the names, dates and times of activities and programs offered specifically targeting and without charge to individuals age 55 and older. 8. "Senior Center Survey" is defined as a measurement tool designed to assess whether senior center participants received benefit and/or saw positive changes in their lives as a result of attending the senior center. Tukwila Senior Program Page 2 of 5 2018 Contract #6041770-Exh 11 DocuSign Envelope ID: DF8BD46B-DBA7-4E84-9BCD-B208AC9BB153 "Small Nutrition Site" means an agency listed in Attachment 2, Aging and Disability Services Congregate Nutrition Sites, that does not provide qualifying services for seniors three days a week for a minimum of 15 hours a week. 10. "Transportation Services" are defined as activities to provide mobility to clients by means of providing transportation directly, collaborating with organizations that provide transportation, or assisting clients to access transportation when they cannot drive. 11. "Update Organizational Infrastructure" means developing, maintaining or repairing the organization's systems, staff capacity and information technology infrastructure that allows the senior center to function well and effectively and efficiently serve seniors. E. Program Requirements Minimum Performance Requirements The Contractor shall meet the following minimum performance requirements during the term of this Exhibit and shall complete the reporting requirements set out in Section IV of this Exhibit: a. Increase senior center participation and inclusion: Contract with professional agency to design and manage a senior services needs assessment to provide goals and strategies that enhance and improve recreational and other services for older adults offered in Tukwila. The assessment will identify communications and outreach strategies to target ethnic groups with the goal of increasing participation and inclusion of diverse communities of older adults at the senior center; A number of approaches may be used to maximize information gathered through the needs assessment such as translation of materials, collaborating with partners to reach out to diverse populations including senior housing facilities, hosting special events and meetings with translators, or providing transportation services to facilitate attendance; and, iii. The needs assessment will provide guidance for future programming to improve quality of life and overall health of older adults in Tukwila. b. Implement minor capital investments to enhance or maintain the facility including: i. Installation of two sensor -operated automatic doors in the community center; and, ii. Installation of automatic door openers in two restrooms to assist individuals experiencing mobility issues. Tukwila Senior Program Page 3 of 5 2018 Contract #6041770-Exh II DocuSign Envelope ID: DF8BD46B-DBA7-4E84-9BCD-B208AC96B153 C. Provide King County Property Tax Exemption Outreach to older adults including the following services: Agency shall publicize and provide information to older adults participating at the senior center about the availability of the King County Senior Property Tax Exemption; Agency shall have paper applications for the senior property tax exemption available to interested individuals; iii. Agency shall provide interested seniors with referral information on how to contact King County Assessor and apply for the senior property tax exemption; and, iv. Agency will include the number of individuals referred to the King County Assessor's office in their monthly report. III. COMPENSATION AND METHOD OF PAYMENT A. L:l Billing Invoice Package The Contractor shall submit a Billing Invoice Package (BIP) monthly that consists of an invoice statement, receipts and other reporting requirements as stated in Section IV., REPORTING REQUIREMENTS, of this Exhibit in a format and method approved by the County. The Billing Invoice Package is due within ten working days after the end of each month. 2. A hard copy of the invoice statement shall be submitted with original signatures. Accompanying reports as stated in Section IV. shall be submitted electronically. Method of Payment Q 3 The monthly payment for Contractor expenses incurred for Updating Organizational Infrastructure and implementing Capital Improvements and Minor Facility Repairs shall be made upon submission of documentation of actual cost of equipment, labor, and services. Reimbursement for these expenses shall not exceed: $20,000. The monthly payment schedule for Increased Participation, Enhanced Programming and King County Property Tax Exemption Outreach shall be: July — November 2018 $9,583 December 2018 $9,585 Reimbursement for these services shall not exceed: $57,500. Reimbursement for this contract shall not exceed: $77,500. Tukwila Senior Program Page 4 of 5 2018 Contract #6041770-Exh 11 DocuSign Envelope ID: DF8BD46B-DBA7-4E84-9BCD-B208AC9BB153 4. The Contractor shall advise the County quarterly of any changes in revenues from sources other than the County that are used to provide services funded under this Exhibit. The Contractor agrees to renegotiate performance requirements if the County determines that such changes are substantial. 5. Payment to the Contractor may be withheld for any month in which the Contractor has not submitted the contractually required reports. IV. REPORTING AND EVALUATION REQUIREMENTS The Contractor shall submit the following reports electronically in a format and method approved by the County: A. Narrative Report, in a format approved by the County, identifying which of the services specified in Section II.D.1., Minimum Performance Requirements, the Contractor provided with each monthly invoice. The number of individuals referred to the King County Assessor's Office will be included in this report; B. Agencies that received funds for Minor Capital Investments will include in their monthly updates progress made towards completion of their capital projects and purchases; C. Contractor shall report to the County by December 10, 2018 on the progress of any capital projects and indicate whether the project(s) will be completed by December 31, 2018. An extension to the contract for the purpose of completing the project(s) can be considered at that time; D. A monthly schedule of activities and programs shall be submitted with the Narrative Report identifying names, dates and times of activities and programs offered specifically targeting and without charge to individuals age 55 and older; E. The six-month Senior Center Participant Report, Attachment B, on unduplicated participants for the contract period July 1, 2018 — December 31, 2018. It will include cumulative data on referrals make to the King County Assessor's Office for Property Tax Exemptions; and, F. A six-month narrative report that shall describe the specific results of each of the services specified in Section II.D.1., Minimum Performance Requirements, and how each of those services increased the senior center's short-term stability. Tukwila Senior Program Page 5 of 5 2018 Contract #6041770-Exh II DocuSign Envelope ID: 62BBD7BA-F155-4441-9F6E-EF5242CA5F34 King County 18-210 Council Approval 10/15/18 Department of Community and Human Services Community Services Division 206-263-9097 TTY Relay: 711 KING COUNTY COMMUNITY AND HUMAN SERVICES CONTRACT — 2017/2018 Contractor City of Tukwila Project Title City of Tukwila Older Adult Investments - Senior Center Investments Contract Amount $ 77,500 Contract Period From: 07/01/2018 To 12/31/2018 DUNS No. (if applicable) 010207504 SAM No. (if applicable) 47Z60 THIS CONTRACT No. 6041770 is entered into by KING COUNTY (the "County"), and City of Tukwila (the "Contractor") whose address is 6200 Southcenter Blvd, Tukwila, WA 98188. FUNDING SOURCES FUNDING LEVELS EFFECTIVE DATES COUNTY $77,500 07/01/2018 - 12/31/2018 TOTAL $77,500 07/01/2018 - 12/31/2018 WHEREAS, the County has been advised that the foregoing are the current funding sources, funding levels and effective dates, and WHEREAS, the County desires to have certain services performed by the Contractor as described in this Contract, NOW THEREFORE, in consideration of payments, covenants, and agreements hereinafter mentioned, to be made and performed by the parties hereto, the parties mutually agree as follows: Incorporation of Exhibits The Contractor shall provide services and comply with the requirements set forth in the following attached exhibits, which are incorporated herein by reference: Certificates of Insurance/Endorsements Attached hereto as Exhibit I City of Tukwila Older Adult Investments - Senior Attached hereto as Exhibit II Center Investments II. Term and Termination A. This Contract shall commence on 07/01/2018, and shall terminate on 12/31/2018, unless extended or terminated earlier, pursuant to the terms and conditions of the Contract. B. This Contract may be terminated by the County or the Contractor without cause, in whole or in part, at any time during the term specified in Subsection II.A. above, by providing the other party 30 days advance written notice of the termination. The Contract may be suspended by the County without cause, in whole or in part, at any time during the term This form is available in alternate formats upon request for persons with disabilities. Page 1 of 10 I 5-1-&f9,Q( 1\tL5 City of Tukwila 2017/2018 Contract - 6041770 DocuSign Envelope ID: 62BBD7BA-F155-4441-9F6E-EF5242CA5F34 specified in Subsection II.A. above, by providing the Contractor 30 days advance written notice of the suspension. C. The County may terminate or suspend this Contract, in whole or in part, upon seven days advance written notice in the event: (1) the Contractor materially breaches any duty, obligation, or service required pursuant to this Contract, or (2) the duties, obligations, or services required herein become impossible, illegal, or not feasible. If the Contract is terminated by the County pursuant to this Subsection II.C. (1), the Contractor shall be liable for damages, including any additional costs of procurement of similar services from another source. If the termination results from acts or omissions of the Contractor, including but not limited to misappropriation, nonperformance of required services, or fiscal mismanagement, the Contractor shall return to the County immediately any funds, misappropriated or unexpended, which have been paid to the Contractor by the County. D. If County or other expected or actual funding is withdrawn, reduced, or limited in any way prior to the termination date set forth above in Subsection II.A., the County may, upon written notification to the Contractor, terminate or suspend this Contract in whole or in part. If the Contract is terminated or suspended as provided in this Section: (1) the County will be liable only for payment in accordance with the terms of this Contract for services rendered prior to the effective date of termination or suspension; and (2) the Contractor shall be released from any obligation to provide such further services pursuant to the Contract as are affected by the termination or suspension. Funding or obligation under this Contract beyond the current appropriation year is conditional upon appropriation by the County Council and/or other identified funding source(s) of sufficient funds to support the activities described in the Contract. Should such appropriation not be approved, this Contract will terminate at the close of the current appropriation year. The current funding sources associated with this Contract are specified on page 1. If the Contract is suspended as provided in this Section the County may provide written authorization to resume activities. E. Nothing herein shall limit, waive, or extinguish any right or remedy provided by this Contract or law that either party may have in the event that the obligations, terms, and conditions set forth in this Contract are breached by the other party. III. Compensation and Method of Payment A. The County shall reimburse the Contractor for satisfactory completion of the services and requirements specified in this Contract and its attached exhibit(s). B. The Contractor shall submit an invoice and all accompanying reports as specified in the attached exhibit(s), including its final invoice and all outstanding reports. The County shall initiate authorization for payment to the Contractor not more than 30 days after a complete and accurate invoice is received. C. The Contractor shall submit its final invoice and all outstanding reports as specified in this contract and its attached exhibit(s). If the Contractor's final invoice and reports are not submitted as specified in this contract and its attached exhibit(s), the County will be relieved of all liability for payment to the Contractor of the amounts set forth in said invoice or any subsequent invoice. City of Tukwila Page 2 of 10 2017/2018 Contract - 6041770 DocuSign Envelope ID: 62BBD7BA-F155-4441-9F6E-EF5242CA5F34 IV. Internal Control and Accounting System The Contractor shall establish and maintain a system of accounting and internal controls which complies with generally accepted accounting principles promulgated by the Financial Accounting Standards Board (FASB), the Governmental Accounting Standards Board (GASB), or both as is applicable to the Contractor's form of incorporation. V. Debarment and Suspension Certification Entities that are debarred, suspended, or proposed for debarment by the U.S. Government are excluded from receiving federal funds and contracting with the County. The Contractor, by signature to this Contract, certifies that the Contractor is not presently debarred, suspended, or proposed for debarment by any Federal department or agency. The Contractor also agrees that it will not enter into a subcontract with a contractor that is debarred, suspended, or proposed for debarment. The Contractor agrees to notify King County in the event it, or a subcontractor, is debarred, suspended, or proposed for debarment by any Federal department or agency. Debarment status may be verified at https://www.sam.gov/. VI. Maintenance of Records/Evaluations and Inspections A. The Contractor shall maintain accounts and records, including personnel, property, financial, and programmatic records and other such records as may be deemed necessary by the County to ensure proper accounting for all Contract funds and compliance with this Contract. B. In accordance with the nondiscrimination and equal employment opportunity requirements set forth in Section XIV. below, the Contractor shall maintain the following: 1. Records of employment, employment advertisements, application forms, and other pertinent data, records and information related to employment, applications for employment or the administration or delivery of services or any other benefits under this Contract; and 2. Records, including written quotes, bids, estimates or proposals submitted to the Contractor by all businesses seeking to participate on this Contract, and any other information necessary to document the actual use of and payments to subcontractors and suppliers in this Contract, including employment records. The County may visit the site of the work and the Contractor's office to review the foregoing records. The Contractor shall provide every assistance requested by the County during such visits and make the foregoing records available to the County for inspection and copying upon request. The Contractor shall provide right of access to its facilities—including those of any subcontractor assigned any portion of this Contract pursuant to Section XIII—to the County, the state, and/or federal agencies or official's at all reasonable times in order to monitor and evaluate the services provided under this Contract. The County will give advance notice to the Contractor in the case of fiscal audits to be conducted by the County. The Contractor shall comply with all record keeping requirements set forth in any federal rules, regulations or statutes included or referenced in the contract documents. The Contractor shall inform the County in writing of the location, if different from the Contractor address listed on page one of this Contract, of the aforesaid books, records, documents, and other evidence and shall notify the County in writing of any changes in location within 10 working days of any such relocation. C. The records listed in A and B above shall be maintained for a period of six years after termination of this Contract. The records and documents with respect to all matters covered by this Contract shall be subject at all time to inspection, review, or audit by the County and/or federal/state officials so authorized by law during the performance of this City of Tukwila Page 3 of 10 2017/2018 Contract - 6041770 DocuSign Envelope ID: 62BBD7BA-F155-4441-9F6E-EF5242CA5F34 Contract and six years after termination hereof, unless a longer retention period is required by law. D. If applicable, medical records shall be maintained and preserved by the Contractor in accordance with state and federal medical records statutes, including but not limited to RCW 70.41.190, 70.02.160, and standard medical records practice. If the Contractor ceases operations under this Contract, the Contractor shall be responsible for the disposition and maintenance of such medical records. E. The Contractor agrees to cooperate with the County or its agent in the evaluation of the Contractor's performance under this Contract and to make available all information reasonably required by any such evaluation process. The results and records of said evaluations shall be maintained and disclosed in accordance with RCW Chapter 42.56. F. The Contractor agrees that all information, records, and data collected in connection with this Contract shall be protected from unauthorized disclosure in accordance with applicable state and federal law. VII. Compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) The Contractor shall not use protected health information created or shared under this Contract in any manner that would constitute a violation of HIPAA and any regulations enacted pursuant to its provisions. Contractor shall read and certify compliance with all HIPAA requirements at http://www.kingcounty.gov/DCHS/contracts VIII. Audits A. If the Contractor is a non-profit organization as defined in 2 CFR Part 200, and expends a total of $750,000 or more in federal financial assistance and has received federal financial assistance from the County during its fiscal year, then the Contractor shall meet the audit requirements as described in 2 CFR Part 200 Subpart F. B. A Contractor, for-profit or non-profit that is not subject to the requirements in SECTION VIII. A. and receives in excess of $100,000 in funds during its fiscal year from the County, shall provide fiscal year audited financial statements prepared by an independent Certified Public Accountant or Accounting Firm within nine months subsequent to the close of the Contractor's fiscal year (if applicable, see SECTION VIII. E.). C. Non-profit contractors who receive less than $100,000 from the County during their fiscal year shall provide 1) form 990 within 30 days of its being filed; and 2) a full set of annual financial statements. D. For-profit contractors who receive less than $100,000 from the County during their fiscal year shall provide 1) income tax return within 30 days of its being filed; and 2) a full set of annual financial statements. E. A Contractor that is not subject to the requirements in SECTION VIII. A. may, in extraordinary circumstances, request a waiver of audit requirements and, with the review and upon approval of the County, substitute for the above requirements other forms of financial reporting or fiscal representation certified by the Contractor's Board of Directors, provided the Contractor meets the following criteria: 1. That financial reporting and any associated management letter show no reportable conditions or internal control issues; and 2. There has been no turnover in key staff since the beginning of the period for which the financial reporting was completed. Audit documentation shall be sent electronically to: csdaudits@kingcounty.gov City of Tukwila Page 4 of 10 2017/2018 Contract - 6041770 DocuSign Envelope ID: 62BBD7BA-F155-4441-9F6E-EF5242CA5F34 IX. Corrective Action If the County determines that a breach of contract has occurred, that is, the Contractor has failed to comply with any terms or conditions of this Contract or the Contractor has failed to provide in any manner the work or services agreed to herein, and if the County deems said breach to warrant corrective action, the following sequential procedure will apply: A. The County will notify the Contractor in writing of the nature of the breach; The Contractor shall respond in writing within ten working days of its receipt of such notification, which response shall indicate the steps being taken to correct the specified deficiencies. The corrective action plan shall specify the proposed completion date for bringing the Contract into compliance, which date shall not be more 30 days from the date of the Contractor's response, unless the County, at its sole discretion, specifies in writing an extension in the number of days to complete the corrective actions; B. The County will notify the Contractor in writing of the County's determination as to the sufficiency of the Contractor's corrective action plan. The determination of sufficiency of the Contractor's corrective action plan shall be at the sole discretion of the County; C. In the event that the Contractor does not respond within the appropriate time with a corrective action plan, or the Contractor's corrective action plan is determined by the County to be insufficient, the County may commence termination or suspension of this Contract in whole or in part pursuant to Section II.C.; D. In addition, the County may withhold any payment owed the Contractor or prohibit the Contractor from incurring additional obligations of funds until the County is satisfied that corrective action has been taken or completed; and E. Nothing herein shall be deemed to affect or waive any rights the parties may have pursuant to Section II., Subsections B, C, D, and E. X. Dispute Resolution The parties shall use their best, good -faith efforts to cooperatively resolve disputes and problems that arise in connection with this Contract. Both parties will make a good faith effort to continue without delay to carry out their respective responsibilities under this Contract while attempting to resolve the dispute under this section. XI. Hold Harmless and Indemnification A. In providing services under this Contract, the Contractor is an independent Contractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor shall be responsible for all federal and/or state tax, industrial insurance, and Social Security liability that may result from the performance of and compensation for these services and shall make no claim of career service or civil service rights which may accrue to a County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the Contractor, its employees, and/or others by reason of this Contract. The Contractor shall protect, indemnify, defend and save harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the Contractor's failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor of work, services, materials, or supplies by Contractor employees or other suppliers in connection with or support of the performance of this Contract. B. The Contractor further agrees that it is financially responsible for and will repay the County all indicated amounts following an audit exception which occurs due to the negligence, intentional act, and/or failure, for any reason, to comply with the terms of this City of Tukwila Page 5 of 10 2017/2018 Contract - 6041770 DocuSign Envelope ID: 62BBD7BA-F155-4441-9F6E-EF5242CA5F34 Contract by the Contractor, its officers, employees, agents, and/or representatives. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Term and Termination section. C. To the maximum extent permitted by law, the Contractor shall protect, defend, indemnify, and save harmless the County, its officers, employees, and agents from any and all costs, claims, judgments, and/or awards of damages, arising out of, or in any way resulting from, the negligent acts or omissions of the Contractor, its officers, employees, subcontractors and/or agents, in its performance and/or non-performance of its obligations under this Contract. The Contractor agrees that its obligations under this subparagraph extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, the Contractor, by mutual negotiation, hereby waives, as respects the County only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the County incurs any judgment, award, and/or cost arising therefrom including reasonable attorneys' fees to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the Contractor. D. To the maximum extent permitted by law, the County shall protect, defend, indemnify, and save harmless the Contractor, its officers, employees, and agents from any and all costs, claims, judgments, and/or awards of damages, arising out of, or in any way resulting from, the negligent acts or omissions of the County, its officers, employees, and/or agents, in its performance and/or non-performance of its obligations under this Contract. The County agrees that its obligations under this subparagraph extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, the County, by mutual negotiation, hereby waives, as respects the Contractor only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the Contractor incurs any judgment, award, and/or cost arising therefrom including reasonable attorneys' fees to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the County. E. Claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. F. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. G. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement. XII. Insurance Requirements By the date of execution of this Contract, the Contractor shall procure and maintain for the duration of this Contract, insurance as described in EXHIBIT I., against claims for injuries to persons or damages to property which may arise from, or in connection with, the performance of work hereunder by the Contractor, its agents, representatives, employees, and/or subcontractors. The costs of such insurance shall be paid by the Contractor or subcontractor. The Contractor may furnish separate certificates of insurance and policy endorsements for each subcontractor as evidence of compliance with the insurance requirements of this Contract. The Contractor is responsible for ensuring compliance with all of the insurance requirements stated herein. Failure by the Contractor, its agents, employees, officers, subcontractors, providers, and/or provider subcontractors to comply with the insurance requirements stated herein shall constitute a material breach of this Contract. Examples of coverage types and limit City of Tukwila Page 6 of 10 2017/2018 Contract - 6041770 DocuSign Envelope ID: 62BBD7BA-F155-4441-9F6E-EF5242CA5F34 requirements can be found by visiting http://www.kinqcounty.qov/DCHS/contracts. Contractors shall read and provide required insurance documentation prior to the signing of this Contract. XIII. Assignment/Subcontracting A. The Contractor shall not assign or subcontract any portion of this Contract or transfer or assign any claim arising pursuant to this Contract without the written consent of the County. Said consent must be sought in writing by the Contractor not less than 15 days prior to the date of any proposed assignment. B. "Subcontract" shall mean any agreement between the Contractor and a subcontractor or between subcontractors that is based on this Contract, provided that the term "subcontract" does not include the purchase of (1) support services not related to the subject matter of this Contract, or (2) supplies. C. The Contractor shall include Sections IV, V, VI, VII, XI A, XI B, XI G, XIII, XIV, XV, XVI, XVII, XVIII, XXIV, XXV, and XXVI, in every subcontract or purchase agreement for services that relate to the subject matter of this Contract. D. The Contractor agrees to include the following language verbatim in every subcontract for services which relate to the subject matter of this Contract: "Subcontractor shall protect, defend, indemnify, and hold harmless King County, its officers, employees and agents from any and all costs, claims, judgments, and/or awards of damages arising out of, or in any way resulting from the negligent act or omissions of subcontractor, its officers, employees, and/or agents in connection with or in support of this Contract. Subcontractor expressly agrees and understands that King County is a third party beneficiary to this Contract and shall have the right to bring an action against subcontractor to enforce the provisions of this paragraph." XIV. Nondiscrimination and Payment of a Living Wage A. The Contractor shall comply with all applicable federal, state and local laws regarding discrimination, including those set forth in this Section. B. During performance of the Contract, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of the employee or applicant's sex, race, color, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or expression or age except by minimum age and retirement provisions, unless based upon a bona fide occupational qualification. The Contractor will make equal employment opportunity efforts to ensure that applicants and employees are treated, without regard to their sex, race, color, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or expression or age. Additional requirements are at httQ//www.kingcounty.gov/DCHS/contracts. In accordance with King County Ordinance 17909, as a condition of award for contracts for services with an initial or amended value of $100,000 or more, the Contractor agrees that it shall pay and require all Subcontractors to pay a living wage as described in the ordinance, to employees for each hour the employee performs a Measurable Amount of Work on this Contract. The requirements of the ordinance, including payment schedules, are detailed at http://www. kingcounty.gov/operations/procurement/Resources/ordinance- 17909.aspx Violations of this requirement may result in disqualification of the Contractor from bidding on or being awarded a County contract for up to two years; contractual remedies including, but not limited to, liquidated damages and/or termination of the Contract; remedial action as set forth in public rule; and other civil remedies and sanctions allowed by law. City of Tukwila Page 7 of 10 2017/2018 Contract - 6041770 DocuSign Envelope ID: 62BBD7BA-F155-4441-9F6E-EF5242CA5F34 XV. Conflict of Interest A. The Contractor agrees to comply with applicable provisions of K.C.C. 3.04. Failure to comply with such requirements shall be a material breach of this contract, and may result in termination of this Contract pursuant to Section 11 and subject the Contractor to the remedies stated therein, or otherwise available to the County at law or in equity. B. The Contractor agrees, pursuant to KCC 3.04.060, that it will not willfully attempt to secure preferential treatment in its dealings with the County by offering any valuable consideration, thing of value or gift, whether in the form of services, loan, thing or promise, in any form to any county official or employee. The Contractor acknowledges that if it is found to have violated the prohibition found in this paragraph, its current contracts with the county will be cancelled and it shall not be able to bid on any county contract for a period of two years. C. The Contractor acknowledges that for one year after leaving County employment, a former County employee may not have a financial or beneficial interest in a contract or grant that was planned, authorized, or funded by a County action in which the former County employee participated during County employment. Contractor shall identify at the time of offer current or former County employees involved in the preparation of proposals or the anticipated performance of Work if awarded the Contract. Failure to identify current or former County employees involved in this transaction may result in the County's denying or terminating this Contract. After Contract award, the Contractor is responsible for notifying the County's Project Manager of current or former County employees who may become involved in the Contract any time during the term of the Contract. XVI. Equipment Purchase, Maintenance, and Ownership A. The Contractor agrees that any equipment purchased, in whole or in part, with Contract funds at a cost of $5,000 per item or more, when the purchase of such equipment is reimbursable as a Contract budget item, is upon its purchase or receipt the property of the County and/or federal/state government. The Contractor shall be responsible for all such property, including the proper care and maintenance of the equipment. B. The Contractor shall ensure that all such equipment will be returned to the County or federal/state government upon termination of this Contract unless otherwise agreed upon by the parties. XVII. Proprietary Rights The parties to this Contract hereby mutually agree that if any patentable or copyrightable material or article should result from the work described herein, all rights accruing from such material or article shall be the sole property of the County. The County agrees to and does hereby grant to the Contractor, irrevocable, nonexclusive, and royalty -free license to use, according to law, any material or article and use any method that may be developed as part of the work under this Contract. The foregoing products license shall not apply to existing training materials, consulting aids, checklists, and other materials and documents of the Contractor which are modified for use in the performance of this Contract. The foregoing provisions of this section shall not apply to existing training materials, consulting aids, checklists, and other materials and documents of the Contractor that are not modified for use in the performance of this Contract. City of Tukwila Page 8 of 10 2017/2018 Contract - 6041770