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HomeMy WebLinkAboutMonarch Children's Justice Mason County MC Contract#19-102 Professional Services Contract This Service Agreement, hereinafter referred to as "Agreement," is entered into and made effective as of the date set forth at the end of this document by and between the following parties: Mason County Sheriff's Office, organized under the laws of the state of Washington, having its principal location at 322 N 3rd St, Shelton, WA 98584 and Monarch Children's Justice and Advocacy Center, organized under the laws of the state of Washington, having its principal place of business at 420 Golf Club Rd. SE, Suite 203, Lacey, WA 98503 Hereinafter, "Client" will refer to and be used to describe the following party: Mason County Sheriff's Office. "Service Provider" will refer to and be used to describe the following party: Monarch Children's Justice and Advocacy Center. Client and Service Provider may be referred to individually as "Party" and collectively as the "Parties." RECITALS: WHEREAS, Client wishes to retain the Services of Service Provider; WHEREAS, Service Provider has the skills, qualifications, and expertise required to provide the Services to the Client; WHEREAS, Service Provider wishes to render such Services to Client. NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows: Article 1 - DEFINITIONS: As used in this Agreement: 1 A. "Services" shall be used to refer to forensic interviews with children and juveniles when there is suspicion of abuse or in cases where a child has been exposed to violence. B. "Commencement Date" shall be used to refer to the date the Service Provider begins work on the Services for the Client. The Commencement Date shall be the last signature date of this agreement or the last day of any amendments signed by both parties. C. "Completion Date" shall be used to refer to the date that the Service Provider will complete or cease the provision of Services to the Client. The Completion Date of this agreement will be August 31, 2021 unless as agreed by amendment to this agreement. D. "Fees" shall be used to refer to the payment Client will pay to Service Provider for the rendering of the Services. Specifically, the fees shall be $200 (two hundred dollars), for each interview as a fixed fee for all Services rendered. Article 2 - AGREEMENT: A. Subject to the terms and conditions of this Agreement, Service Provider hereby agrees to render the Services to Client, beginning on the Commencement Date and ending on the Completion date. Client agrees to pay Service Provider the Fees required for the Services. B. Amendments to this agreement must be signed by both parties prior to the completion date of the agreement or any amendment. Article 3 - LOCATION: Service Provider will render the Services anywhere the Service Provider considers appropriate to the type and nature of the work required to complete the Services. Article 4 - SUBCONTRACTORS The Service Provider is not permitted to use subcontractors to provide some or all of the Services without the prior written approval of the Client. Article 5 - STAFF OR EMPLOYEES: 2 The Sheriff's Office policy is to provide equal opportunity in all terms, conditions, and privileges of employment for all qualified applicants and employees without regard to race, color, creed, religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status. Monarch shall comply with all laws prohibiting discrimination against any employee or applicant for employment on the grounds of race, color, creed, religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status, except where such constitutes a bona fide occupational qualification. Furthermore, in those cases in which Monarch is governed by such laws, Monarch shall take affirmative action to ensure applicants are employed, and treated during employment without regard to their race, color, creed, religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status, except where such constitutes a bona fide occupational qualification. Such action shall include, but not be limited to advertising, hiring, promotions, layoffs or terminations, rate of pay or other forms of compensation benefits, selection for training including apprenticeship, and participation in recreational and educational activities. In all solicitations or advertisements for employees placed by them or on their behalf, Monarch shall state that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status. Monarch shall not discriminate on the grounds of race, color, creed, religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status; or deny an individual any service or benefits under this agreement; or subject an individual to segregation or separate treatment in any manner related to his/her/its receipt of service or other benefits provided under this contract; or deny an individual an opportunity to participate in any program provided by this contract. The performance of all or part of this agreement by Monarch shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of Monarch or any employee of Monarch or any sub-contractor or any employee of any sub-contractor by the Sheriff's Office at the present time or in the future. Article 6 — TERMS OF PAYMENT: The Client agrees to pay the Service Provider the required Fees, as outlined elsewhere in this Agreement, for the provision of the Services, subject to the following terms and conditions: 3 A. Invoice Interval: The Service Provider will be entitled to invoice the client monthly. B. Invoice Period: The Client shall have 30 days from the date of receipt at the Sheriff's Office, in which to pay the invoice. C. Method of Payment: Service Provider will accept County warrant or ACH forms of payment. D. Expenses: The Service Provider is responsible for the management and payment of any and all expenses incurred in the rendering of the Services and is not permitted to charge any such expenses back to the Client. E. Penalties: If the Client does not pay the invoiced and required amount by the date stated in the invoice or as otherwise provided for in this Agreement, the Service Provider shall be entitled to: I. require Client to pay for the Services, or any remaining part of the Services, in advance; II. cease performance of the Services completely or until payment is made, at the Service Provider's sole and exclusive discretion. F. Tax Statement: Any and all charges payable under this Agreement are exclusive of taxes, surcharges, or other amounts assessed by state or federal governments. Taxes imposed upon or required to be paid by Client or Service Provider shall be the sole and exclusive responsibility of each, respectively. Article 7 - CLIENT OBLIGATIONS: During the provision of the Services, the Client hereby agrees to: A. Cooperate with the Service Provider for anything the Service Provider may reasonably require; B. Provide any information and/or documentation needed by the Service Provider relevant to the provision of Services or payment for the provision of Services; C. Require any staff or agents of the Client to co-operate with and assist the Service Provider as the Service Provider may need; 4 Article 8 — CONFLICT OF INTEREST: If at any time prior to the commencement of, or during the term of this contract, Monarch or any of its employees involved in the performance of this agreement shall have or develop an interest in the subject matter of this contract that is potentially in conflict with the Sheriff's Office interest, the Monarch shall immediately notify the Sheriff's Office of the same. The notification of the Sheriff's Office shall be made with sufficient specificity to enable the Sheriff's Office to make an informed judgement as to whether or not the Sheriff's Office interest may be compromised in any manner by the existence of the conflict, actual or potential. Thereafter, the Sheriff's Office may require Monarch to take reasonable steps to remove the conflict of interest. The Sheriff's Office may also terminate this agreement according to the provisions herein for termination. Article 9 - CONFIDENTIALITY: Each Party hereby acknowledges and agrees that they and the other party each possess certain non-public Confidential Information. The Parties agree that the Confidential Information is private, and the Parties have entered into a business relationship, through which they will each have access to the other party's Confidential Information. Each of the Parties desires to maintain the private nature of any Confidential Information given. A. Confidential Information refers to any information which is confidential to either of the Parties. The Confidential Information may be in the form of documents, techniques, methods, practices, personal information or other oral or written knowledge and/or any other information which is confidential to either of the Parties. Confidential Information may or may not be disclosed as such, through labeling, but is to be considered any information which ought to be treated as confidential under the circumstances through which it was disclosed. Confidential Information shall not mean any information which: I. is known or available to the public at the time of disclosure or became known or available after disclosure through no fault of the Receiving Party; II. is already known, through legal means, to the Receiving Party; 5 III. is given to the Receiving Party by any third party who legally had the Confidential Information and the right to disclose it. B. Both Parties hereby agree they shall not use the Confidential Information for any purpose except those contemplated herein or expressly authorized by the Disclosing Party. Article 10 - INSURANCE REQUIREMENTS: Without limiting Service Provider's indemnification of Client, and prior to commencement of Work, Service Provider shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and, in a form, satisfactory to the Client. General Liability Insurance, using a standard ISO CG 00 01 occurrence form, including premises, operations, products and completed operations, contractual liability with limits not less than $1,000,000 per occurrence, $2,000,000 General Aggregate and $2,000,000 Products-Completed Operations Aggregate for bodily injury, personal injury, and property damage. Coverage shall include Employers Liability (stop gap). The Commercial General Liability Coverage shall include the following endorsements: The County, its Board, officers, agents and employees shall be included as Additional Insureds either by specific endorsement naming these parties or a blanket additional insured endorsement applicable "when required by written contract or agreement" Primary, Non-contributory endorsement, both in favor of the County, its Board, officers, agents and employees or a blanket waiver of subrogation endorsement applicable "when required by written contract or agreement". The Commercial General Liability Coverage shall not include the following endorsements: i Amendment of Contractual Liability ii Cross Suits Liability Exclusion Automobile liability insurance. Service Provider shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Service Provider arising out of or in connection with Work to be performed under this 6 Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than 1,000,000 combined single limit for each accident. If Service Provider's employees will use personal autos in any way in carrying out this agreement, Service Provider shall obtain evidence of personal auto liability coverage for each such person. Professional liability (errors & omissions) insurance. Service Provider shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Service Provider agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement. Workers' compensation insurance. Service Provider shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). Service Provider shall submit to Client, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of County, its officers, agents, employees and volunteers. Article 11 - LIMITATION OF LIABILITY Except in cases of death or personal injury caused by either party's negligence, either party's liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement shall be limited to Fees paid by the Client to the Service Provider. To the extent it is lawful, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business. Article 12 - INDEMNITY: Service Provider hereby agrees to indemnify and defend Client, and all of Client's elected or appointed officers, agents, officials, employees, volunteers and representatives, and hold harmless from and against any and all damage, 7 liability, demands, suits and losses, as well as legal fees and costs incurred, from injuries to or death of any person or persons, including the employees or each party hereto, and the loss or damage to the property of any person or persons as a result of the Services rendered by this Agreement or any transaction or matter connected with the Services or the relationship between Service Provider and Client, whether caused by a negligent act or omission of either party hereto, its agents, contractors, or employees, except that Service Provider assumes no liability for the sole negligent acts of Client. This Paragraph shall survive the termination of this Agreement. Article 13 - TERMINATION: A. This Agreement may be terminated be either party, upon notice in writing: I. if the other party commits a material breach of any term of this Agreement that is not capable of being remedied within fourteen (14) days or that should have been remedied within fourteen (14) days after a written request and was not; II. if the other party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform; III. if the other party or its employees or agents engage in any conduct prejudicial to the business of the other, or in the event that either party considers that a conflict or potential conflict of interest has arisen between the parties. B. The continuation of this contract is contingent upon the appropriation of funds to fulfill the requirements of the contract by the county commission. If the commission fails to appropriate sufficient monies to provide for the continuation of the contract, or if such appropriation is reduced by any means provided in the appropriations to prevent the total appropriation for the year from exceeding revenues for that year, or for any other lawful purpose, and the effect of such reduction is to provide insufficient monies for the continuation of the contract, the contract shall terminate on the date of the beginning of the first fiscal year for which funds are not appropriated. C. This Agreement may be terminated by the Service Provider if the Client fails to pay any requisite Fees within seven (7) days after the date they are due. The Service Provider may terminate the Agreement immediately, with no notice period, in writing. 8 D. If this Agreement is terminated before the expiration of its natural term, Client hereby agrees to pay for all Services rendered up to the date of termination, and for any and all expenditure due for payment after the date of termination for commitments reasonably made and incurred by Service Provider related to the rendering of Services prior to the date of termination. E. Any termination of under this subpart shall not affect the accrued rights or liabilities of either Party under this Agreement or at law and shall be without prejudice to any rights or remedies either Party may be entitled to. Any provision or subpart of this Agreement which is meant to continue after termination or come into force at or after termination shall not be affected by this subpart. Article 14 - RELATIONSHIP OF THE PARTIES: The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the Parties and that this Agreement is for the sole and express purpose of the rendering of the specific Services by the Service Provider to the client under the terms and conditions herein. Article 15 - RIGHT TO AUDIT Any authorized agency of the State (e.g. Office of the State Auditor, Inspector General's Office, etc.) and of the Federal Government has the right to inspect and review all books and records pertaining to services rendered under this contract for a period of six years from the date of final payment under the prime contract and any subcontract. The Contractor and subcontractor shall maintain such books and records for this six-year period and cooperate fully with the authorized auditing agency. Contractor and subcontractor shall comply with federal and state laws authorizing an audit of their operations as a whole, or of specific program activities. Article 17 - GENERAL PROVISIONS: A. Governing Law: This Agreement shall be governed in all respects by the laws of the state of Washington and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within the state of Washington. The Parties agree that this choice of law, venue, 9 and jurisdiction provision is not permissive, but rather mandatory in nature. B. Assignment: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party. C. Amendments: This Agreement may only be amended in writing signed by both Parties. D. Proof of insurance. Service Provider shall provide certificates of insurance to Client as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by Client's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with Client at all times during the term of this contract. Client reserves the right to require complete, certified copies of all required insurance policies, at any time. E. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against Client, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Service Provider or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Service Provider hereby waives its own right of recovery against Client. F. Notice of cancellation. Service Provider agrees to oblige its insurance agent or broker and insurers to provide to Client with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. G. Additional insured status. General liability policies shall provide or be endorsed to provide that County and its officers, officials, employees, and agents shall be additional insureds under such policies. This provision shall also apply to any excess liability policies. H. Duration of coverage. Service Provider shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Service Provider, his agents, representatives, and employees. 10 I. Enforcement of contract provisions (non estoppel). Service Provider acknowledges and agrees that any actual or alleged failure on the part of the Client to inform Service Provider of non-compliance with any requirement imposes no additional obligations on the Client nor does it waive any rights hereunder. J. Timely notice of claims. Service Provider shall give Client prompt and timely notice of claims made or suits instituted that arise out of or result from Service Provider's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. K. Additional insurance. Service Provider shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. L. No Waiver: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term. M. Severability: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement. N. Public Announcement: Neither Party will make any public announcement or disclosure about the existence of this Agreement or any of the terms herein without the prior written approval of the other Party. 11 O. Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral. P. Headings: Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement. Q. Counterparts: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date. R. Force Majeure: Service Provider is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances. S. Notices Electronic Communications Permitted: Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail or e-mail, to the address of the relevant Party set out at the head of this Agreement, or to the relevant email address set out below or other email address as that Party may from time to time notify to the other Party in accordance with this clause. The relevant contact information for the Parties is as follows: Service Provider: Tambra Donohue @ tambrad.monarch@caclmt.org Client: Sheryl Hilt © shilt@co.mason.wa.us Notices sent as above shall be deemed to have been received seven working days after the date of posting or next working day after sending (in the case of e-mail). In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and dispatched and dispatch of the transmission was confirmed and/or acknowledged as the case may be. 12 Signatures: Mason County Deputy Prosecutor Printed Name: Tim Whitehead Signature: .� r / Date: A)/-tA Sheriff's Office Contract Administrator: Printed Name: Sheryl Hilt Title: Finance Manager Contact Information: shilt@co.mason.wa.us Signature: L Date: 41111 Service Provider: Children's Justice and Advocacy Center Contract Administrator: Printed Name: John M. Walsh Title: Chief Executiv Officer Contact Informa : JohnWEIca• mt.or• Signature: Date: /d 174? 13 County Commission: Mason County Board of Commissioners Chair: Printed Name: Kevin Shutty Title: Commission Chair Contact Information: kshutty@lco.mason.wa.us Signature: io,A1 Date: 11- / 2- 7p/7 14