HomeMy WebLinkAbout19-213 - King County Department of Community and Human Services - Senior Center InvestmentsDocuSign Envelope ID: 99D776D5-ECB6-49AC-B542-9A212934C9B7
19-213
Council Approval 12/2/19
LIQ
King County
Department of Community and Human Services
KING COUNTY COMMUNITY AND HUMAN SERVICES CONTRACT —2O19/2020
Contractor City ofTukwila
Project Title City ofTukwila Older Adult Investments - Senior Center Investments
Contract Amount $ 90,000
Contract Period From: 12/01/2019
To 12/31/2020
DUNS No. (if applicable) 010207504 GAMNo. (if applicable) 47Z60
THIS CONTRACT No. 6136906 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
$90,000
12/01/2018 - 12/31/2020
WHEREAS, the County has been advised that the foregoing are the current funding sources,
funding levels and effective dates, and
WHEREAS, the County desires tohave certain services performed by the Contractor ae
described inthis 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
foUnvvS:
L 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 ofInsurance/Endorsements Attached hereto aeExhibit |
City ofTukwila Older Adult Investments - Senior Center Attached hereto oaExhibit U
Investments
11. Term and Termination
A. This Contract shall commence on 12/01C2018. and shall terminate on 12/31/2020, unless
extended orterminated earlier, pursuant tothe terms and conditions ofthe Contract.
B. This Contract may be terminated by the County orthe Contractor without oouoe, in whole
or in pad, at any time during the term specified in Subsection ||.A. obove, by providing the
other party 3Odays advance written notice ofthe termination. The Contract may be
This form is available in alternate formats upon request for
persons with disabilities.
- \ `(.
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\ \ suspended by the County without cause, inwhole minpart, at any time during the term
specified in Subsection II.A. above, by providing the Contractor 30 days advance written
notice ofthe suspension.
C. The County may terminate orsuspend this ContnacJ, in whole or in port, upon gawan 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 tothe Contractor bythe 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 I I.A., the County may, upon
written notification tothe Contractor, terminate orsuspend this Contract inwhole orin
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 ofheoUxe date of termination or suspension; and /2> the Contra/tor
shall be released from any obligation to provide such further services pursuant to the
Contract aaare affected bythe termination orsuspension.
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)ofsufficient funds tosupport the activities described inthe 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 onpage 1.
If the Contract is suspended as provided in this Section the County may provide written
authorization toresume activities.
E. Nothing herein ehoU |imni1, vvoive, or extinguish any right or remedy provided by this
Contract orlaw that either party may have inthe event that the obligations, terms, and
conditions set forth inthis Contract are breached bythe other party.
|1|. Compensation and Method mfPavrmemt
A. The County shall reimburse the Contractor for satisfactory completion ofthe services and
requirements specified inthis Contract and its attached exhibit(o).
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 iareceived.
C. The Contractor shall submit its final invoice and all outstanding reports as specified in this
contract and its attached enhibit(e) |fthe 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
orany subsequent invoice.
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|V. Internal Control and Accountimq Svmtenm
The Contractor shall establish and maintain o avotern 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 tothe 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 tonotify King County inthe event it, nrasubcontractor, is
debarred, suspended, or proposed for debarment by any Federal department or agency.
Debarment status may beverified @thttpe://m^wvv.sann.qnv/.
V|. Maintenance mfRecords/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 bythe County toensure 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 X|V. 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. Reoorda, including written quotea, bido, estimates or proposals submitted to the
Contractor by all businesses seeking to participate on this Contract, and any other
information necessary todocument the actual use ofand payments to
subcontractors and suppliers in this CVntraof, 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 toits facilities including those ofany subcontractor assigned any portion of
this Contract pursuant to Section X|||--tothe County, the etete, and/or federal
agencies or officials 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 inthe case offiscal audits tubeconducted bythe County. The
Contractor shall comply with all record keeping requirements set forth in any federal
ru|ea, regulations or statutes included or referenced inthe 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 10vvorkinQ 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
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Contract and six years after termination hereof, unless alonger retention period ia
required by law.
U. 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
RCVV7O.41.1S0. 70.82.180. and standard medical records practice. |fthe Contractor
ceases operations under this Contract, the Contractor shall be responsible for the
disposition and maintenance ofsuch 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 infornnaUon, recorda, and data collected in connection with
this Contract shall be protected from unauthorized disclosure in accordance with
applicable state and federal law.
V|1. Compliance with the Health Insurance Portability and Accountability Act of1996 (H|PAA)
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://vvvvvv.kinqoounty.qqv/DCHS/nontraotS
V8|. Audits
A. If the Contractor is a Non -Federal entity an defined in 2 CFR Part 200.89. and expends
$750,000 or more during the Non -Federal entity's fiscal year in Federal awards, then the
Contractor shall meet the audit requirements as described in 2 CFR pad 200 Subpart F.
B. A Contraotor, for -profit or non-profit that is not subject tothe requirements in SECTION
Vill. 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 ofthe Contractor's fiscal year (if applicable, see SECTION V|l|'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
internal 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 3Odays ofits being filed; and 2) mfull set of
annual internal financial statements.
E. A Contractor that in not subject to the requirements in SECTION V||U. A. may, in
extraordinary uircurnotancem, request awaiver 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:
1That financial reporting and any associated management letter show no reportable
conditions orinternal 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.
|X 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
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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
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.
City of Tukwila Page 5 of 10 2019/2020 Contract - 6136906
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C. Tothe maximum extent permitted bvlaw, the Contractor shall protect, defend, indemnify,
and save harmless the County, its officers, employees, and agents from any and all costs,
o|aimno, judgments,ond/orovvardeufdannegee.mrisingouio[orinanyvvayreau|dngfrorn.
the negligent acts or omissions of the Contractor, its officers, employees, subcontractors
and/or agents, in its performance end/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 neQotiabon, 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 RCVV. 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 berecoverable from the Contractor.
D. To the mnoxinnunn extent permitted by |avv, the County shall proteot, dafend, indernnifv, and
save harmless the Contraotor, its officers, emmp|oyeee, and agents from any and all conts,
dainna, judgments,nnd/oravvordeofdemnageg.ariaingoutof.orinanyvvuyraou|t|ngfron1.
the negligent acts or omissions of the County, its officmre, ernp|oyeea, and/or mQents, 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 F|CVV. In the event the Contractor incurs any
judgnnent, avvand, 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. C|oirna shall ino|ude, but not be |irniUad 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 narne, 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, prohection, defense and save harmless obligations contained herein
shall survive the expiration, abandonment or termination of this Agreement.
Xy|. 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 this section including the link below, against
claims for injuries topereoneordonnageotupropedwvvhiohnnayarioefrorn.orinconneotiun
with, the performance ofwork hereunder bythe 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. Any provision in any Contractor or subcontractor insurance policy
that restricts available limits of liability in o written agreement orcontract shall not apply. The
Contractor is responsible for ensuring compliance with all of the insurance requirements stated
herein. Failure by the Contraotor, its egenta, ennp|oyees, oMioeru, aubnontnaotorw, providers or
provider subcontractors to comply with the insurance requirements stated herein shall constitute
a material breach of this Contract. Specific coverage types and limit requirements can be found
by visiting http://wvvw.hinVuounty.qOv/DCHS/conk8CƒS. Contractors shall read and provide
City of Tukwila
required insurance documentation prior tothe signing ofUliaContruot.Evdenneof|nounance
and endorsements shall beprovided oodescribed inEXHIBIT |.
X|I|' Ammiqmmmemt/Subcmntnmotimg
A. The Contractor shall not assign or subcontract any portion of this Contract or transfer or
assign any claim arising pursuant tVthis Contract without the written consent ofthe
County. Said consent must be sought in writing by the Contractor not less than 15 days
prior tothe date ofany 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 |V. V. VI, V||,X| A. X| B`X| G. )(|||, ){|V.XV.XV{.
XVII, XVIII, XXIV, XXV, and XXVI, in every subcontract or purchase agreement for
services that re|oUa 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 nnaMar of this Contract:
"Subcontractor shall pnnteot, defend, indennnifv, and hold harmless King Countv, 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 10enforce the provisions ofthis panagnaph.^
XIV- Nondiscrimination and PaVmnemtof a Livimq Waqe
A. The Contractor shall comply with all applicable federal, state and |noa| laws regarding
dimcrirninntion, including those set forth in this Section.
B. During performance of the Contract, the Contractor agrees that it will not discriminate
against any employee orapplicant for employment because ofthe employee or
applicant's sex, rooe, co|or, marital status, national origin, religious affiliation, diaebi|ity,
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 equibab|y, without regard totheir sex, rmce, oo|or, marital atatuo,
national origin, religious affiliation, dimabi|ity, sexual orientation, gender identity or
expression orage. Additional requirements are at
h#p:/hxvvvv.kinOcountyqov/DCHS/contracta.
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, toemployees for each hour the employee performs oMeasurable Amount of
Work onthis Contract. The requirements ofthe ordinance, including payment schedules,
are detailed athttpa:/kmvvvv.kinqoounty.qov/deptS/finance-buSineoa-
operatimns/proouronlent/3bOuL-us/Livinq-VV3qe. aapx
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;
vgnnedio| action as set forth in public rule; and other civil remedies and sanctions allowed
by |mvv.
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XV. Conflict mfInterest
A. The Contractor ogmaeo to comply with applicable provisions of K.C.C. 3.04. Failure to
comply with such requirements shall be o material bnaonh of this oonbract, and may naeuh
in termination of this Contract pursuant to Section 11 and subject the Contractor to the
remedies stated therein, orotherwise available tothe 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 Qift, whether in the form of services, |omn, thing or
pronoiee, 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 parmgraph, its current
contracts with the county will be cancelled and it shall not be able to bid on any county
contract for operiod oftwo 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
orthe anticipated performance ofWork Jawarded the Contract. Failure toidentify current
or former County employees involved in this transaction may result in the County'e
denying or terminating this Contract. After Contract award, the Contractor is responsible
for notifying the Countv'oProject K8onoQerofcurnantorforrnerCounb/enlp|oyoeovvho
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 aaaContract budget item, ieupon its purchase orreceipt the property ofthe
County and/or federal/state government. The Contractor shall be responsible for all such
property, including the proper care and maintenance ofthe 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.
XVU|. PrmprietmrVRiAhtm
The parties to this Contract hereby mutually agree that if any patentable or copyrightable
material or article should result from the work described henain, all rights accruing from such
material or article shall be the sole property of the County. The County agrees to and does
hereby grant iothe Con[ractor, irnav000b|e, noneuduaiva, 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 nno[erio|e, consulting aids,
checklists, and other materials and documents of the Contractor which are modified for use in
the performance ofthis Contract.
The foregoing provisions of this section shall not apply to existing training rnateria|e, consulting
aids, checklists, and other materials and documents of the Contractor that are not modified for
use inthe performance ofthis Contract.
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XV|A.Pm|Ndcm| Activity Prohibited
None of the funds, materials, property, orservices provided directly or indirectly under this
Contract shall beused for any partisan political activity orb»further the election ordefeat ofany
candidate for public office.
XIX. kKingCouwty Recycled Product Procurement Policy
In accordance with King County Code 18.20, the Contractor shall use recycled paper, and both
sides of sheets of paper whenever practicable, when submitting proposals, reports, and
invoices, ifpaper copies are required.
XX Future Support
The County makes no commitment to support the services contracted for herein and assumes
no obligation for future support of the activity contracted herein except as expressly set forth in
this Contract.
XXI' Entire Contract/Waiver of Default
The parties agree that this Contract is the complete expression of the terms hereto and any oral
orwritten representations orunderstandings not incorporated herein are excluded. Both parties
recognize that time is of the essence in the performance of the provisions of this Contract.
Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver or
breach of any provision of the Contract shall not be deemed to be a waiver of any other or
subsequent breach and shall not be construed to be a modification of the terms of the Contract
unless stated to be such through written approval by the County, which shall be attached to the
original Contract.
XXI|'Contract Amendments
Either party may request changes tothis Contract. Proposed changes which one mutually
agreed upon shall be incorporated by written amendments to this Contract.
XXU|.yAmtices
Whenever this Contract provides for notice to be provided by one party to another, such notice
shall be in writing and directed to the chief executive office of the Contractor and the project
representative of the County department specified on page one of this Contract. Any time within
which a party must take some action shall be computed from the date that the notice is received
bysaid party.
XXUV'SeruicemProvided |mAccordance with Law and Rule and ReqmUat|om
The Contractor and any subcontractor agree to abide by the laws of the state of Washington,
rules and regulations promulgated thereunder, and regulations of the state and federal
governments, as applicable, which control disposition of funds granted under this Contract, all of
which are incorporated herein by reference.
In the event that there is a conflict between any of the language contained in any exhibit or
attachment to this Contract, the language in the Contract shall have control over the language
contained in the exhibit or the attachment, unless the parties affirmatively agree in writing to the
contrary.
XXV' Applicable Lmvv
This Contract shall be construed and interpreted in accordance with the laws of the State of
Washington. The venue for any action hereunder shall be in the Superior Court for King County,
Washington.
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XXVA.No Third Partv Beneficiaries
Except for the parties towhom this Contract ieassigned incornp|ianmavviththeLernnaofthia
Controct, there are no third party beneficiaries tothis Contract, and this Contract shall not
impart any rights enforceable by any person or entity that is not a party hereto.
XXVI\.Contractor Certification
By signing this Contract, the Contractor certifies that in addition to agreeing to the terms and
conditions provided herein, the Contractor certifies that it has read and understands the
contracting requirements OOthe OCHSvvebSi1e at http://wvvvv.kinqoounty.qov/DCHG/cnntracta
and agrees to comply with all of the contract terms and conditions detailed on that site,
including EEO/Nondiscrimination, H|PAA. |naurance, ondCn*dentio|ing. as applicable.
XXV|1I,Enmmrqmmcv Response Requirements
Within three months of the execution of the contract, the Contractor eho|| prepare and submit to
the County the necessary p|ana, procedures and protocols to:
A. Respond to and recover from a natural disaster or major disruption to contractor operations
such aeawork stoppage.
B. Continue operations during oprolonged even such eoapandemic.
By signing this contract, the contractor certifies they have read and agree to the additional
emergency response requirements akthe [}CH8xvebaiteot
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|NWITNESS WHEREOF, the parties hereby agree tothe terms and conditions ofthis Contract:
KING COUNTY CITY OF TUKWILA
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FOR
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mayor Allan Ekberg
Date Name (Please type orprint)
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