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HomeMy WebLinkAboutCONSENT PH Epidemiology assist 615 Sheridan Street Port Townsend, WA 98368 6 e son www.JeffersonCountyPublicHealth.org Consent Agenda Public Healt JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Mark McCauley, County Administrator FROM: Veronica Shaw, Deputy Director JCPH Denise Banker, Community Health Division Director, JCPH DATE: , nUak� 27 202,E SUBJECT: Agenda item — JCPH DATA Clallam Co. 1/10th of 1% Reporting; Jan. 1, 2025 — Dec. 31, 2025; $9,402.40 STATEMENT OF ISSUE: Jefferson County Public Health (JCPH), Community Health Division, requests Board approval of the JCPH DATA Clallam Co. 1/10th of 1% reporting; Jan. 1, 2025 — Dec. 31, 2025; $9,402.40. ANALYSIS/STRATEGIC GOALS/PROS and CONS: This renewal contract with Clallam Co. establishes payment for data collection and reporting on its county 1/101h of 1% funded programs. JCPH's epidemiologist meets with vendors, establishes data to be collected, receives data from vendors, and creates reports that are shared with Clallam County's 1/10th of 1% funding board. FISCAL IMPACT/COST BENEFIT ANALYSIS: This contract is revenue generating and pays the salary, benefits, and indirect expenses associated with the scope of work. Fully funded at $9,402.40 by Clallam County. RECOMMENDATION: JCPH management requests approval of the JCPH DATA Clallam Co. 1/10th of 1% reporting; Jan. 1, 2025 — Dec. 31, 2025; $9,402.40. REVIEWED BY: 10/7 Mark McCauley, my Administrator Date Community Health Environmental Public Health Developmental Disabilities 360-385-9444 360-385-9400 (f) 360-379-4487 360-385-9401 (f) Always working for a safer and healthier community AD-25-006 CONTRACT REVIEW FORM Clear Form (INSTRUCTIONS ARE ON THE NEXT PAGE) CONTRACT WITH: Clallam County Contract No: AD-25-006 Contract For: Epidemiology Assist Term: 1/1/2025 - 12/31/2025 COUNTY DEPARTMENT: Public Health Contact Person: Veronica Shaw Contact Phone: x409 Contact email: dbanker@co.jefferson.wa.us AMOUNT: $9,402.40 PROCESS: Exempt from Bid Process Revenue: $9,402.40 Cooperative Purchase Expenditure: Competitive Sealed Bid Matching Funds Required: Small Works Roster Sources(s) of Matching Funds Vendor List Bid Fund # 127 REP or RFQ Munis Org/Obj 12756200 Other: APPROVAL STEPS: STEP 1: DEPARTMENT CERTIFIES COMP W k55.080 AND CHAPTER 42.23 RCW. CERTIFIED: F■ N/A:F - Jan. 16, 2025 Signature Date STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED B ANY FEDERAL, STATE, OR LOCAL AGENCY. CERTIFIED: F N/A: Jan. 16, 2025 Signature Date STEP 3: RISK MANAGEMENT REVIEW(will be added electronically through Laserfiche): Electronically approved by Risk Management on 1/17/2025. STEP 4: PROSECUTING ATTORNEY REVIEW (will be added electronically through Laserfiche): Electronically approved as to form by PAO on 1/16/2025. STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY(IF REQUIRED). STEP 6: CONTRACTOR SIGNS STEP 7: SUBMIT TO BOCC FOR APPROVAL 1 Contract 11323-25-JCPHDATA PERSONAL SERVICES AGREEMENT THIS AGREEMENT is entered into between CLALLAM COUNTY, a political subdivision of the State of Washington, (hereinafter called "County" or"Clallam County") and Name: Jefferson County Public Health Address: 615 Sheridan Street Port Townsend, WA 98368 Phone N4: 360-385-9438 (hereinafter called "Contractor"). This Agreement is comprised of: ® Attachment A-Scope of Work ® Attachment B—Compensation ® Attachment C- General Conditions ® Attachment D - Special Terms and Conditions ❑ Attachment E (specify) — copies of which are attached hereto and incorporated herein by this reference as if fully set forth. The term of this Agreement shall commence on the 1st day of January 2025 and shall, unless terminated as provided elsewhere in the Agreement, terminate on the 31st day of December 2025. IN WITNESS WHEREOF, the parties have executed this Agreement on this day of 2024. CONTRACTOR CLALLAM COUNTY OFFICIAL Jefferson County Washington Print name: Heidi Eisenhour Print name: Kevin LoPiccolo Director Title: Chair, Board of County Commissioners jt1tC N �HASBEENAPPROVED AS TO Date: 12025 FORM BY THE RLALLAM COUNTY PROSECUTING ATTORNEY Anpr rm only: for 01/16/2025 Philip C. Hunsucker, Date Chief Civil Deputy Prosecuting Attorney Originals: BOCC Vendor Initiating Department Copies: 1 with Contract Summary AD-25-006 PERSONAL SERVICES AGREEMENT ATTACHMENT A SCOPE OF WORK Clallam County Health & Human Services utilizes Jefferson County Public Health Epidemiology Services for the monitoring and evaluation system for the Behavioral Health in-county funded and the Behavioral Health funded providers/services to include: Activity Total Rate Cost hours Technical assistance (TA) to grantees for M&E development and refinement. Set-up measures and manage electronic reporting platform. Quarterly report review and 144 maintain Behavioral Health Funding $38.20/hr $5,500.80 program dashboard, updates, annual report, participate in/present at Behavioral Health Advisory Board meeting. Benefits 33.6% $1,848.27 Indirect 27.94% $2,053.33 Estimate Total $9,402.40 Total contract for the period of January 1, 2025— December 31, 2025 not to exceed $9,402.40. ATTACHMENT A Page 1 PERSONAL SERVICES AGREEMENT ATTACHMENT B COMPENSATION 1. ❑a. FIXED FEE FOR SERVICE: For services rendered, the County shall pay to the Contractor a fixed fee of DOLLARS ($ ) for the completed work set forth in Attachment A. Payments for completed tasks shall be made no more frequently than ❑ monthly; ❑ quarterly; ❑semi-annually; ❑ annually; ❑ at completion of project; ❑ other (specify) Each request for payment shall be supported by an invoice specifying the tasks completed up to the request for payment and the payment amount requested. In no event shall payment be sought in an amount which represents a percentage of the fee greater than the percentage of completed tasks. OR ® b. HOURLY RATES: For services rendered, the County shall compensate the Contractor at the following hourly rates: Name/Position Hourly Rate Epidemiologist(Evaluator) $38.20 Payments for completed tasks shall be made no more frequently than ® monthly; ❑quarterly; ❑semi- annually; ❑ annually; Flat completion of project; ❑ other (specify) Each request for payment shall be supported by an invoice specifying: the name/position of the Contractor's employee if two or more are identified above; number of hours worked; completed tasks for which compensation is sought; estimated percentage of task completion; payment amount requested; other (specify) In no event shall Contractor be compensated in excess of NINE THOUSAND FOUR HUNDRED TWO DOLLARS and FORTY CENTS ($9,402.40) for the completed work set forth in Attachment"A." 2. AND ❑a.The compensation set forth herein includes, without limitation: labor, materials, equipment, travel, telephone, computer, copiers, and the like. OR ❑ b.The County shall reimburse the Contractor for actual expenses incurred for travel, telephone, copiers, and computer. Reimbursement for airfare, mileage, meals and/or accommodations shall be at the same rate as that applicable to county employees traveling on county business. OR ® c. Other (specify): Reimbursement for mileage at the current federal rate. ATTACHMENT B Page 1 PERSONAL SERVICES AGREEMENT ATTACHMENT C GENERAL CONDITIONS 1. Scope of Contractor's Services. The Contractor agrees to provide to the County services and any materials set forth in the project narrative identified as Attachment A during the agreement period. No material, labor, or facilities will be furnished by the County, unless otherwise provided for in the Agreement. 2. Accounting and Payment for Contractor Services. Payment to the Contractor for services rendered under this Agreement shall be as set forth in Attachment B. Unless specifically stated in Attachment B, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in the performance of this contract. The County shall compensate the Contractor through the County voucher system for the Contractor's service pursuant to the fee schedule set forth in Attachment B. 3. Delegation and Subcontracting. Contractor's services are deemed personal and no portion of this contract may be delegated or subcontracted to any other individual, firm or entity without the express and prior written approval of the County Project Manager. 4. Independent Contractor. The Contractor's services shall be furnished by the Contractor as an independent contractor and nothing herein contained shall be construed to create a relationship of employer/employee or master/servant. The Contractor acknowledges that the entire compensation for this Agreement is specified in Attachment B and the Contractor is not entitled to any county benefits including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental or other insurance benefits, or any other rights or privileges afforded to Clallam County employees. The Contractor represents that it maintains a separate place of business, serves clients other than the County, will report all income and expense accrued under this contract with the Internal Revenue Service on a business tax schedule, and has a tax account with the State of Washington Department of Revenue for payment of all sales and use and Business and Occupation taxes collected by the State of Washington. In the event that either the state or federal government determines that an employer/employee or master/servant relationship exists rather than an independent contractor relationship such that Clallam County is deemed responsible for federal withholding, social security contributions, workers compensation and the like, the Contractor agrees to reimburse Clallam County for any payments made or required to be made by Clallam County. Should any payments be due to the Contractor pursuant to this Agreement, the Contractor agrees that reimbursement may be made by deducting from such future payments a pro rata share of the amount to be reimbursed. Notwithstanding any determination by the state or federal government that an employer/employee or master/servant relationship exists, the Contractor, its officers, employees and agents, shall not be entitled to any benefits that Clallam County provides to its employees. 5. No Guarantee of Employment. The performance of all or part of this contract by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any subcontractor or any employee of any subcontractor by the County at the present time or in the future. 6. Regulations and Requirements. This Agreement shall be subject to all federal, state, and local laws, rules, and regulations. 7. Right to Review. This contract is subject to review by any federal or state auditor. The County shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the County Project Manager. Such review may occur with or without notice, and may include, but is not limited to, on-site inspection by County agents or employees, inspection of all records or other materials that the County deems pertinent to the ATTACHMENT C Page 1 PERSONAL SERVICES AGREEMENT ATTACHMENT C 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 three (3) years after contract termination, and shall make them available for such review, within Clallam County, State of Washington, upon request, during reasonable business hours. 8. Modifications. Either party may request changes in the Agreement. Any and all agreed modifications shall be in writing, signed by each of the parties. 9. Termination for Default. If the Contractor defaults by failing to perform any of the obligations of the contract or becomes insolvent or is declared bankrupt or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. Mail, postage prepaid, terminate the contract, and at the County's option, obtain performance of the work elsewhere. If the contract is terminated for default, the Contractor shall not be entitled to receive any further payments under the contract. Any extra cost or damage to the County resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor agrees to bear any extra expenses incurred by the County in completing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. 10. Termination for Public Convenience. 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. Whenever the contract is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed 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. Termination of this contract by the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County. 11. Termination Due to Insufficient Funds. If sufficient funds for payment under this contract are not appropriated or allocated or are withdrawn, reduced, or otherwise limited, the County may terminate this contract upon five (5) days written notice to the Contractor. No penalty or expense shall accrue to the County in the event this provision applies. 12. Termination Procedure. The following provisions apply in the event that this Agreement is terminated: (a) The Contractor shall cease to perform any services required hereunder as of the effective date of termination and shall comply with all reasonable instructions contained in the notice of termination, if any. (b) The Contractor shall provide the County with an accounting of authorized services provided through the effective date of termination. (c) If the Agreement has been terminated for default, the County may withhold a sum from the final payment to the Contractor that the County determines necessary to protect itself against loss or liability. 13. Defense and Indemnity Agreement. (a) The Contractor agrees to hold harmless, indemnify and defend the County, its officers, officials, employees and agents, from and against any and all claims, actions, suits, liability, ATTACHMENT C Page 2 PERSONAL SERVICES AGREEMENT ATTACHMENT C loss, expenses, damages and judgments of any nature whatsoever, including reasonable costs and attorneys'fees in defense thereof, for injury, sickness, disability or death to persons or damage to property (including loss of use thereof) or business (including economic loss), caused by or arising out of the Contractor's acts, errors or omissions in the performance of the Contract. Provided, however, that the Contractor's obligation under this provision will not extend to injury, sickness, disability, death or damage caused by or arising out of the sole negligence of the County, its officers, officials, employees or agents. (b) With regard to any claim against the County, its officers, officials, employees and agents by any employee of the Contractor, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation under this Section will not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or subcontractor under workers'compensation acts, disability benefit acts or other employee benefit acts. It is clearly agreed and understood by the parties to the Contract that the Contractor expressly waives any immunity the Contractor might have had under such laws. By executing the Contract, the Contractor acknowledges that the foregoing waiver has been mutually negotiated by the parties as is required by RCW 4.24.115, and that the provisions of this Section will be incorporated, as relevant, into any contract the Contractor makes with any subcontractor or agent performing work under the Contract. (c) The Contractor's obligations under these provisions include, but are not limited to, investigating, adjusting and defending all claims alleging loss from action, error or omission, or breach of any common law, statutory or other delegated duty by the Contractor, the Contractor's employees, agents or subcontractors. 14. Industrial Insurance Waiver. With respect to the performance of this Agreement and as to claims against the County, its appointed and elected officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, as now or hereafter amended, 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 the Contractor. Along with the other provisions of this Agreement, this waiver is mutually negotiated by the parties to this Agreement. 15. Venue and Choice of Law. In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action shall be in the courts of the State of Washington in and for the County of Clallam. This Agreement shall be governed by the law of the State of Washington. 16. Withholding Payment. In the event the County Project Manager determines that the Contractor has failed to perform any obligation under this Agreement within the times set forth in this Agreement, then the County may withhold from amounts otherwise due and payable to Contractor the amount determined by the County as necessary to cure the default, until the County Project Manager determines that such failure to perform has been cured. Withholding under this clause shall not be deemed a breach entitling Contractor to termination or damages, provided that the County promptly gives notice in writing to the Contractor of the nature of the default or failure to perform, and in no case more than ten (10) days after it determines to withhold amounts otherwise due. A determination of the County Project Manager set forth in a notice to the Contractor of the action required and/or the amount required to cure any alleged failure to perform shall be deemed conclusive, except to the extent that the Contractor acts within the times and in strict accord with the provision of the Disputes clause of this Agreement. The County may act in accordance with any determination of the County Project Manager which has become conclusive under this clause, without prejudice to any other remedy under the Agreement, to take all or any of the following actions: (1) cure any failure or default, (2) to pay any amount so required to be paid and to charge the same to the account of the Contractor, (3) to set off any amount paid or incurred from amounts due or to become due the Contractor. In the event the Contractor obtains relief upon a claim under the Disputes clause, no penalty or damages shall accrue to the Contractor by reason of good faith withholding by the County under this clause. ATTACHMENT C Page 3 PERSONAL SERVICES AGREEMENT ATTACHMENT C 17. Rights and Remedies. The duties and obligations imposed by this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. 18. 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. 19. Patent/Copyright Infringement. Contractor will defend, indemnify and save harmless County, its appointed and elected officers, agents and employees from and against all loss or expense, including but not limited to claims, demands, actions,judgments, settlements, attorneys' fees and costs by reason of any and all claims and demands upon the County, its elected or appointed officials or employees for damages because of the Contractor's alleged infringement on any patent or copyright. The Contractor will pay those costs and damages attributable to any such claims that are finally awarded against the County, its appointed and elected officers, agents and employees in any action. Such defense and payments are conditioned upon the following: (a) That Contractor shall be notified promptly in writing by County of any notice of such claim. (b) 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. 20. Disputes: (a) General. Differences between the Contractor and the County, arising under and by virtue of the contract documents 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 promptly taken. The records, orders, rulings, instructions, and decision of the County Project Manager shall be final and conclusive 30 days from the date of mailing unless the Contractor mails or otherwise furnishes to the County Administrator a written notice of appeal. The notice of appeal shall include facts, law, and argument as to why the conclusions of the County Project Manager are in error. In connection with any appeal under this clause, the Contractor and County shall have the opportunity to submit written materials and argument and to offer documentary evidence in support of the appeal. Oral argument and live testimony will not be permitted. The decision of the County Administrator for the determination of such appeals shall be final and conclusive. Reviews of the appellate determination shall be brought in the Superior Court of Clallam County within 15 days of mailing of the written appellate determination. Pending final decision of the dispute, the Contractor shall proceed diligently with the performance of this Agreement and in accordance with the decision rendered. (b) Notice of Potential Claims. The Contractor shall not be entitled to additional compensation or to extension of time for (1) any act or failure to act by the County Project Manager or the County, or (2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within 10 days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. ATTACHMENT C Page 4 PERSONAL SERVICES AGREEMENT ATTACHMENT C (c) Detailed Claim. The Contractor shall not be entitled to claim any such additional compensation, or extension of time, unless within 30 days of the accomplishment of the portion of the work from which the claim arose, and before final payment by the County, the Contractor has given the County a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or the extension of time claimed to be due. 21. Ownership of Items Produced. All writings, programs, data, art work, music, maps, charts, tables, illustrations, records or other written, graphic, analog or digital 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 and constitute "work made for hire" as that phrase is used in federal and/or state intellectual property laws and Contractor and/or its agents shall have no ownership or use rights in the work. 22. Recovery of Payments to Contractor. The right of the Contractor to retain monies paid to it is contingent upon satisfactory performance of this Agreement, including the satisfactory completion of the project described in the Scope of Work (Attachment A). In the event that the Contractor fails, for any reason, to perform obligations required of it by this Agreement, the Contractor may, at the County Project Manager's sole discretion, be required to repay to the County all monies disbursed to the Contractor for those parts of the project that are rendered worthless in the opinion of the County Project Manager by such failure to perform. Interest shall accrue at the rate of 12 percent(12%) per annum from the time the County Project Manager demands repayment of funds. 23. Project Approval. The extent and character of all work and services to be performed under this Agreement by the Contractor shall be subject to the review and approval of the County Project Manager. For purposes of this Agreement, the County Project Manager is: Name: Kevin LoPiccolo Title: Director Address: 111 E. 3rd Street Telephone: 360-417-2523 E-mail: kevin.lopiccolo(cbclallamcountvwa.gov Fax: 360-452-9605 In the event there is a dispute with regard to the extent and character of the work to be done, the determination of the County Project Manager as to the extent and character of the work to be done shall govern subject to the Contractor's right to appeal that decision as provided herein. 24. Non-Discrimination. The Contractor shall not discriminate against any person on the basis of race, creed, political ideology, color, national origin, sex, marital status, sexual orientation, age, or the presence of any sensory, mental or physical handicap. 25. Subcontractors. In the event that the Contractor employs the use of any subcontractors, the contract between the Contractor and the subcontractor shall provide that the subcontractor is bound by the terms of this Agreement between the County and the Contractor. The Contractor shall insure that in all subcontracts entered into, Clallam County is named as an express third-party beneficiary of such contracts with full rights as such. 26. No Third Party Beneficiaries. This agreement is intended for the benefit of only the County and Contractor. This agreement does not confer any benefits, rights, or privileges upon any third party. ATTACHMENT C Page 5 PERSONAL SERVICES AGREEMENT ATTACHMENT C 27. Standard of Care. The Contractor shall perform its duties hereunder in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession as the Contractor currently practicing under similar circumstances. The Contractor shall, without additional compensation, correct those services not meeting such a standard. 28. Time is of the Essence. Time is of the essence in the performance of this contract unless a more specific time period is set forth in either the Special Terms and Conditions or Scope of Work. 29. Notice. Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, any notices shall be given by the Contractor to the County Project Manager. Notice to the Contractor for all purposes under this Agreement shall be given to the person executing the Agreement on behalf of the Contractor at the address identified on the signature page. 30. Severability. If any term or condition of this contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions, or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this contract are declared severable. 31. Precedence. In the event of inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: (a) Applicable federal, state, and local statutes, ordinances, and regulations; (b) Scope of Work (Attachment A) and Compensation (Attachment B); (c) Special Terms and Conditions (Attachment D); and (d) General Conditions (Attachment C). 32. Waiver. Waiver of any breach or condition of this contract shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this contract shall be held to be waived, modified, or deleted except by an instrument, in writing, signed by the parties hereto. 33. Attorney Fees. In the event that litigation must be brought to enforce the terms of this agreement, the prevailing party shall be entitled to be paid reasonable attorney fees. 34. Construction. This agreement has been mutually reviewed and negotiated by the parties and should be given a fair and reasonable interpretation and should not be construed less favorably against either party. 35. Survival. Without being exclusive, Paragraphs 4, 7, 13-19, 21-22 and 31-35 of these General Conditions shall survive any termination, expiration, or determination of invalidity of this Agreement in whole or in part. Any other Paragraphs of this Agreement which, by their sense and context, are intended to survive shall also survive. 36. Entire Agreement. This written contract represents the entire Agreement between the parties and supersedes any prior statements, discussions or understandings between the parties except as provided herein. ATTACHMENT C Page 6 PERSONAL SERVICES AGREEMENT ATTACHMENT D SPECIAL TERMS AND CONDITIONS ® 1. Reporting. The Contractor shall submit written progress reports to the County Project Manager as set forth below: ® With each request for payment. ❑ Monthly. ❑ Quarterly. ❑ Semi-annually. ® Annually. ❑ Project completion. ❑ Other (specify): Progress reports shall include, at a minimum, the following: Reports shall include any problems, delays or adverse conditions which will materially affect the Contractor's ability to meet project objectives or time schedules together with a statement of action taken or proposed to resolve the situation. Reports shall also include recommendations for changes to the Scope of Work, if any. Payments may be withheld if reports are not submitted. ® 2.Coverage.The Contractor shall maintain in full force and effect during the term of this Agreement,and until final acceptance of the work,coverage with its membership in the Washington Counties Risk Pool or WCRP(liability coverage)or the State of Washington(for Workers Compensation)with the limits required below.The County,its appointed and elected officials,agents and employees,shall be specifically named as additional insureds with the Contractor's memorandum of liability coverage with the Washington Counties Risk Pool. ® COMMERCIAL GENERAL LIABILITY: Bodily injury,including death $1,000,000 per occurrence $2,000,000 aggregate Property damage $0 per occurrence per occurrence $0 aggregate ERRORS AND OMISSIONS or $500,000 per occurrence PROFESSIONAL LIABILITY WORKERS COMPENSATION: Statutory amount AUTOMOBILE:coverage on owned, non-owned, rented and hired vehicles Bodily injury, liability, including $1,000,000 per occurrence death $2,000,000 aggregate Property damage $0 per occurrence $0 aggregate ATTACHMENT D Page 1 PERSONAL SERVICES AGREEMENT ATTACHMENT D E] BUSINESS AUTOMOBILE LIABILITY: $1,000,000 per occurrence The Contractor coverage shall be primary over any liability coverage provided to Clallam County by and through its membership in the WCRP.The liability coverage provided by the WCRP to Clallam County shall be noncontributory with respect to any policy of insurance the Contractor is required to obtain and maintain pursuant to this Agreement.The County shall have no obligation to report occurrences unless a claim or lawsuit is filed with it and the County has no obligation to pay any insurance premiums. The coverage limits identified herein shall not limit the potential liability of the Contractor and the Contractor's duty to defend,indemnify, and hold harmless shall apply to any liability beyond the scope of insurance coverage.any liability beyond the scope of coverage. ❑ 3. Liquidated Damages. For delays in timely completion of the work to be done or missed milestones of the work in progress, the Contractor shall be assessed Dollars ($ ) per day as liquidated damages and not as a penalty because the County finds it impractical to calculate the actual cost of delays. Liquidated damages will not be assessed for any days for which an extension of time has been granted. No deduction or payment of liquidated damages will, in any degree, release the Contractor from further obligations and liabilities to complete the entire project. ❑ 4. Other (specify):. ATTACHMENT D Page 2