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HomeMy WebLinkAboutOffice of Civil Legal AidPSC 24090 Children’s Representation -- Bishopp PSC 24090 PROFESSIONAL SERVICES CONTRACT between STATE OF WASHINGTON OFFICE OF CIVIL LEGAL AID and MASON COUNTY PUBLIC DEFENDER’S OFFICE FOR CHILDREN’S REPRESENTATION (MASON COUNTY) PARTIES THIS CONTRACT is entered into by and between the Office of Civil Legal Aid (OCLA) and the Mason County Public Defender’s Office (Contractor) to compensate Contractor for representing children in dependency and termination cases for OCLA’s Children’s Representation Program (CRP). The Office of Civil Legal aid (OCLA) is an independent agency in the judicial branch of state government. Recognizing that “the provision of civil legal aid services to indigent persons is an important component of the state's responsibility to provide for the proper and effective administration of civil and criminal justice,” the Washington State Legislature established OCLA in 2005 to manage the investment in civil legal aid services to low-income people in Washington State. OCLA’s statutory authority and responsibilities are outlined in Ch. 2.53 RCW. Consistent with The Washington State Supreme Court’s June 4, 2020 Statement to the Legal Community, OCLA acknowledges that it and its contracted civil legal aid providers operate in a law and justice system historically grounded in racism, sexism, ableism, and other biases, and time and again has administered justice differentially depending on the identities of those involved and that time and again has administered justice differentially depending on the racial and other identities of those involved. OCLA was an initial subscriber and remains steadfastly committed to discharging its duties consistent with the Washington Race Equity and Justice Acknowledgments and Commitments. As outlined in its Race Equity and Justice Statement of Purpose, OCLA is committed to being an active partner in carrying out the Washington State judicial branch’s commitment to ensuring equity and justice for people and communities throughout Washington State. OCLA does this by ensuring Contractors are aligned, in policy and practice, to and do provide race equity-informed civil legal assistance and representation that, within the context of the particular program, addresses the needs of individuals and communities most affected by poverty, racialized, and other systemic injustices. This Contract is originated and will be administered and overseen in furtherance with these commitments. DocuSign Envelope ID: 75AB39F9-DDDD-41E9-807B-00FD5CCEDCAB PSC 24090 Children’s Representation -- Bishopp PSC 24090 Contractor is a civil legal service provider who has been screened and engaged to provide standards-based, equity-informed representation for children and youth in dependency and termination cases in Mason County pursuant to RCW 13.34.212(3). CONTRACT 1) DEFINITIONS. As used throughout this contract, the following terms shall have the meaning set forth below: a) “OCLA” shall mean the Office of Civil Legal Aid, an independent judicial branch governmental agency within the state of Washington, and any officials lawfully representing OCLA. b) “Children’s Representation Program” (CRP) means the program administered by OCLA to provide for the standards-based, stated- or legal-interest representation of children and youth entitled to representation by a Contractor in dependency and termination cases upon court appointment under RCW 13.34.212(1) or RCW 13.34.212(3). c) “Children’s Representation Program Manager” or “Program Counsel” means the employee(s) assigned by OCLA to manage and oversee the Children’s Representation Program and client service contracts. d) “Contractor” shall mean that firm, provider, organization, individual or other entity performing service(s) under this contract and shall include all employees and agents of CONTRACTOR. e) “Director” shall mean the Director of the Office of Civil Legal Aid or the Director’s designee. f) “Client” means a child for whom Contractor has been appointed by the court to provide legal representation in a dependency or termination case for which state law requires appointment of counsel pursuant to RCW 13.34.212(1) or RCW 13.34.212(3) and for the state to pay for said representation under RCW 2.53.045. g) “Case” means a court dependency proceeding in which a client is represented by an Contractor. Case also means any substantially associated court or administrative proceeding(s) in which Contractor’s participation is important to protect the Client’s interests in a dependency or termination case, including guardianships, reinstatement proceedings, authorized family law proceedings, educational resource, enrollment, or truancy proceeding(s), or proceedings to secure services. h) “Child” means an individual child. 2) PURPOSE. The purpose of this Contract is to engage Contractor to provide representation of children and youth clients upon appointment by the court and pursuant to RCW 13.34.212(1) or RCW 13.34.212(3), with such representation to be undertaken in an equity- and trauma-informed manner consistent with the standards set forth in the Representation of Children and Youth in Dependency Cases Practice, Caseload, and Training Standards and the Washington State Rules of Professional Conduct (RPCs). DocuSign Envelope ID: 75AB39F9-DDDD-41E9-807B-00FD5CCEDCAB PSC 24090 Children’s Representation -- Bishopp PSC 24090 3) DESCRIPTION OF SERVICES TO BE PROVIDED BY CONTRACTOR. Contractor will provide effective representation of children for whom Contractor will be appointed. Specifically, Contractor agrees to: a) Represent the stated and legal interests of children consistent with the practice and training standards set forth in the Representation of Children and Youth in Dependency Cases Practice, Caseload, and Training Standards. b) Regularly enter data relating to all children for whom Contractor has been appointed into OCLA’s Case Activity, Reporting and Oversight System (CAROS). Designated Program Counsel will review time entries submitted by Contractor into CAROS on a monthly basis in accordance with the dictates of RCW 2.53.045. c) Complete OCLA CRP’s foundational training series within ninety (90) days of the effective date of this Contract. Contractor shall complete the full foundational training series unless a modified training schedule is authorized, in writing, by the Program Manager or their designee. Thereafter, Contractor will participate in annual OCLA- sponsored trainings to enhance Contractor’s ability to provide equity and trauma- informed, culturally sensitive, standards-based, stated- and/or legal-interest legal representation. In the alternative to attending OCLA-sponsored trainings, Contractor may participate in and report 8 hours of child welfare training of their choosing. At least two hours of the total eight hours annual training requirements must be as follows: one hour of training pertaining to issues of race equity and bias and one hour of training pertaining to issues concerning LGBTQIA+ youth. As OCLA will retain sole discretion to determine whether any non-OCLA sponsored training satisfies Contractor’s training obligation for the calendar year, Contractor is encouraged to consult with the designated Program Counsel prior to undertaking training outside of the OCLA curriculum. Program Counsel may provisionally approve of a training that falls outside the OCLA curriculum pursuant to the CRP training policy. Contractor shall provide OCLA with certification of CLE training upon request. d) In representing clients, Contractor shall not engage in conduct evincing racial bias or prejudice. Contractor should, in consultation with the client, endeavor to investigate and raise issues relating to racial inequities and systemic biases that are prejudicial to a client’s case or reflect broader systemic issues of racial bias. e) Within ten (10) calendar days after the end of each billing period of the term of this Contract, provide to the OCLA Children’s Representation Program Manager or designated CRP Program Counsel an invoice (Attachment A) detailing the information requested on the form for each client whom Contractor was appointed to represent during the prior calendar month. The billing form and required documentation must describe and document, to the CRP Manager’s or CRP Counsel’s satisfaction, the work performed, and any fees, if applicable. f) Meet with clients in person on a regular basis where geographically practical; and where not geographically practical to meet in-person, meet remotely via an electronic platform or in another manner that ensures meaningful and confidential contact and consultation with clients in the manner contemplated in the Representation of Children and Youth in Dependency Cases Practice, Caseload, and Training Standards. Contractor DocuSign Envelope ID: 75AB39F9-DDDD-41E9-807B-00FD5CCEDCAB PSC 24090 Children’s Representation -- Bishopp PSC 24090 is required to visit child in placement on at least one occasion within 45 days following appointment. g) Contractor is to be in compliance with ethical obligations under the Washington State Rules of Professional Conduct (RPC’s) and is to notify the Children’s Representation Program Manager or Program Counsel of any disciplinary information or actions that are subject to public disclosure pursuant to ELC 3.1(b), or any judicial finding(s) made by a court of record that Contractor did not effectively represent a client, whether or not the client at issue was a child for whom Contractor was appointed pursuant to this Contract. h) Contractor agrees to meet periodically with the Children’s Representation Program Manager or designated Program Counsel and participate in a yearly review. Designated Program Counsel will conduct periodic court observations as part of this review process. Subject to disclosure limitations required by the RPCs and other applicable law including the Contractor-client privilege, Contractor will provide representative samples of their work as part of this review process. 4) DESCRIPTION OF SERVICES TO BE PROVIDED BY OCLA. OCLA will: a) Provide Contractor access to its web-based Case Activity, Reporting and Oversight System (CAROS), use of which is required under this Contract. b) Periodically sponsor, host, and otherwise make available trainings designed to enhance Contractor’s ability to provide effective, standards-based, stated- and/or legal-interest representation for children whom Contractor was appointed to represent. c) Make technical support and assistance available to Contractor through: i. Live consultation with Program Counsel ii. Maintenance of a children’s representation listserv iii. OCLA-published written practice guides and primers d) Timely review, process, and authorize payment of invoices. e) Subject to availability of funds and pursuant to the CRP’s expert services policy (hyperlink), provide funds for expert services. 5) PERIOD OF PERFORMANCE. This Contract shall be effective January 1, 2024 and run through June 30, 2025. This Contract may be extended by written agreement of the parties. 6) INVOICING AND PAYMENT. Contractor will bill OCLA for services under this Contract on a monthly basis. Consistent with Section 3(e), invoices shall be submitted within 10 days after the close of the billing period. Invoices submitted beyond 30 days after the close of the billing period may not be paid. Invoices must be submitted by the end of the fiscal year in which the work was performed. Invoices submitted after July 10 for any billing period in the preceding fiscal year will not be paid. Upon timely receipt, OCLA will review the invoice for completeness. Questions arising from the invoice will be submitted to Contractor within seven (7) working days following receipt DocuSign Envelope ID: 75AB39F9-DDDD-41E9-807B-00FD5CCEDCAB PSC 24090 Children’s Representation -- Bishopp PSC 24090 of the invoice. Upon resolution of outstanding questions or requests and/or receipt of requested additional documentation, OCLA will employ best efforts to secure approval and release of payment within 14 working days following OCLA staff approval of the invoice. 7) LEVEL OF ENGAGEMENT, COMPENSATION RATE, AND BILLING. The parties understand and agree that caseload limits ensure that Contractor will dedicate sufficient professional time and attention needed to provide timely, professional, and effective representation of clients for whom Contractor has been appointed to represent. a) The parties agree that the caseload and professional responsibility contemplated under this Contract will not exceed eighty-five percent (85%) of the Contractor’s professional practice time and attention during the contract term. Contractor’s caseload under this Contract will be dedicated to clients eligible for appointment of counsel under RCW 13.34.212(3) for which Contractor is assigned in Mason County. The current caseload for a full-time Contractor in this case type is specified in the Representation of Children and Youth in Dependency Cases Practice, Caseload, and Training Standards. Pursuant to these Standards, a full-time caseload is 45 child clients and no more than 60 total cases at any one time. Contractor may be assigned to represent siblings unless there is a specific conflict of interest. b) Contractor is a county public defense agency. The full-time equivalent (FTE) compensation rate for a contractor of this nature is $168,480.00/yr for FY 24 (July 1, 2023-June 30, 2024) and $191,000.00/yr for FY 25 FY 25 (July 1, 2024-June 30, 2025). The total authorized expenditure under this contract shall be Two Hundred Thirty-three Thousand Nine Hundred Sixty-four and 00/100 Dollars ($233,964.00) and OCLA will pay Contractor the sum of Two Hundred Thirty-three Thousand Nine Hundred Sixty-four and 00/100 Dollars ($233,964.00) for services rendered in accordance with the terms of this Contract. Authorized expenditures are broken down by fiscal year as follows: FY 24 (January 1, 2024-June 30, 2024): $71,604.00 FY 25 (July 1, 2024-June 30, 2025): $162,360.00 Payment shall be on a pro-rated basis of Eleven Thousand Nine Hundred Thirty-four and 0/100 Dollars ($11,934.00) per month for FY 24 (January 1, 2024-June 30, 2024) and Thirteen Thousand Five Hundred Thirty and 0/100 Dollars ($13,530.00) for FY 25 (July 1, 2024-June 30, 2025). c) Approval and payment is expressly conditioned on Contractor’s timely submission of the monthly invoice form detailing the information requested on the form for each client for whom Contractor was responsible for providing legal services during the prior calendar month and Contractor’s compliance with the terms of this Contract. The billing form and required documentation must describe and document, to the CRP Manager’s or Program Counsel’s satisfaction, the work performed, and any fees, if applicable. d) OCLA will reimburse Contractor for travel 100 miles or greater round-trip to meet with clients, attend court hearings, or engage in other work necessary for the effective representation of Contractor’s client(s) per the travel reimbursement policy. OCLA will also reimburse for expert services and extraordinary compensation consistent with OCLA policies. DocuSign Envelope ID: 75AB39F9-DDDD-41E9-807B-00FD5CCEDCAB PSC 24090 Children’s Representation -- Bishopp PSC 24090 8) VARIATION IN CASELOAD. The parties recognize that this Contract contemplates caseload limits involving a maximum number of clients and cases open at any given time during the Contract term. Further, the parties recognize that the exact number of clients and cases is inherently variable and uncertain, but that some appropriate upper and lower guidelines are required. Therefore, the following special terms regarding variation in caseload apply. a) The target caseload for this Contract is thirty-eight (38) clients at any one time plus a proportional number of additional cases related to the underlying dependency not to exceed fifty-one (51) total cases,1 subject to variations as described in (b) and (c) below except that Contractor is not to accept any new case assignments pursuant to Sec. 7(a), above. b) For caseloads less than a full-time contract, the number of clients may vary upward or downward from the contracted amount by ten percent (10%) without any reduction of compensation due Contractor under this Contract. For full FTE caseloads, the number of clients may vary downward from the contracted amount by ten percent (10%) without any reduction of compensation due Contractor under this Contract but may not exceed the 45 client/60 total cases level. Contractor shall promptly notify the CRP Program Manager or Program Counsel in the event that client or caseload numbers are expected to exceed this level. c) The range of caseload variation, rounded to a whole number, is calculated to be between thirty-four (34) clients at minimum and thirty-eight (38) clients at maximum at any one time and a number of additional related cases for those dependency clients, provided that the total number of cases being handled by Contractor does not exceed fifty-one (51) cases. d) In the event that Contractor’s caseload falls outside the agreed variance range as calculated in subsection (c) above, either party may request a modification of this Contract under Paragraph 10 below. However, if no request is made within thirty (30) days of such event, then no additions or deductions to compensation will be made. 9) OCLA CHILDREN’S REPRESENTATION PROGRAM MANAGER. The OCLA Children’s Representation Program Manager noted below shall be responsible for and shall be the contact person for all communications and billings regarding the performance of this Contract: Bailey Zydek, CRP Manager bailey.zydek@ocla.wa.gov 360-338-5619 10) ACCESS TO DATA. In compliance with chapter 39.29 RCW, CONTRACTOR shall provide access to data generated under this contract to OCLA, the Joint Legislative Audit and 1 For example, a Contractor with 45 clients will, at minimum, have 45 cases due to the underlying dependency cause number associated with each client. If termination petitions are filed on 10 of those 45 clients, the Contractor’s caseload would then be counted as 45 clients, 55 cases i.e. 45 dependency cases plus 10 termination cases. DocuSign Envelope ID: 75AB39F9-DDDD-41E9-807B-00FD5CCEDCAB PSC 24090 Children’s Representation -- Bishopp PSC 24090 Review Committee, and the State Auditor at no additional cost. This includes access to all information that supports the findings, conclusions, and recommendations of CONTRACTOR’s reports. 11) ADVANCE PAYMENTS PROHIBITED. No payments in advance of or in anticipation of goods or services to be provided under this contract shall be made by OCLA. 12) AMENDMENTS. This contract may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 13) AMERICANS WITH DISABILITIES ACT (ADA) OF 1990 (PUBLIC LAW 101-336), ADA AMENDMENTS ACT OF 2008 (PUBLIC LAW 110-325), AND 28 CFR Part 35 CONTRACTOR must comply with the aforementioned statutes and regulations, which provide comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 14) ASSIGNMENT. Recognizing that Contractor is a county public defense agency with multiple attorneys on staff, attorney Kristen Bishopp, WSBA #33540, has been determined to be professionally qualified to provide the legal representation contemplated under this Contract. The work to be provided under this Contract is not assignable or delegable by Contractor in whole or in part to any other attorney, without the express prior written consent of the Children’s Representation Program Manager or their designee, which consent shall not be unreasonably withheld. 15) ATTORNEYS’ FEES. In the event of litigation or other action brought to enforce contract terms, each party agrees to bear its own attorneys’ fees and costs. 16) COMPLIANCE WITH NONDISCRIMINATION LAWS. During the performance of this contract, Contractor shall comply with all federal and state nondiscrimination laws, regulations, and policies. In the event of Contractor’s noncompliance or refusal to comply with any nondiscrimination law, regulation, or policy, this contract may be rescinded, canceled, or terminated in whole or in part, and Contractor may be declared ineligible for further contracts with OCLA. Contractor shall, however, be given a reasonable time in which to cure this noncompliance. 17) CONFIDENTIALITY / SAFEGUARDING OF INFORMATION. Contractor shall not use or disclose any information concerning OCLA, or information which may be classified as confidential, for any purpose not directly connected with the administration of this contract, except with prior written consent of OCLA, or as may be required by law. 18) CONFLICT OF INTEREST. OCLA may, in its sole discretion, by written notice to CONTRACTOR, terminate this Contract if it is found after due notice and examination by the Director that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW, DocuSign Envelope ID: 75AB39F9-DDDD-41E9-807B-00FD5CCEDCAB PSC 24090 Children’s Representation -- Bishopp PSC 24090 or any similar statute, involving the procurement of or provision of services under this contract. In the event this contract is terminated as provided above, OCLA shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of a breach of the contract by Contractor. The rights and remedies of OCLA provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. 19) COPYRIGHT PROVISIONS. Unless otherwise provided, and subject to all vested superior intellectual property rights held by third parties, all materials produced under this Contract shall be owned by Contractor and used exclusively for the purposes for which they have been developed. Materials means all items in any format and includes, but is not limited to, curricula, reports, self-help materials, training materials, documents, pamphlets, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. While ownership includes the right to copyright, patent, and register claim of title to these Materials, Contractor may not use materials produced with funds made available through this Contract to generate revenue for use in business activities unrelated to the core purposes for which they were produced. OCLA hereby disclaims any interest in rights, royalties, license fees, etc. associated with Materials developed under the terms of this Contract, provided that, any revenue derived from the use of such Materials is reinvested in activities related to and supportive of the work underwritten by this Contract, authorized by the terms and conditions of this Contract, and authorized under section 501(c)(3) of the Internal Revenue Code. Contractor shall separately account for income generated as a result the sale of materials developed with funds made available from this Contract and shall account for expenditures associated with such income. 20) GOVERNING LAW. This contract shall be construed and interpreted in accordance with the laws of the State of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 21) INDEMNIFICATION. To the fullest extent permitted by law, CONTRACTOR shall indemnify, defend, and hold harmless the State of Washington, OCLA, and all officials, agents and employees of the State, from and against all claims for injuries or death arising out of or resulting from the performance of the contract. Contractor’s obligation to indemnify, defend and hold harmless includes any claim by Contractor’s agents, employees, representatives, or any sub-contractor or its employees. Contractor expressly agrees to indemnify, defend, and hold harmless the State for any claim arising out of or incident to Contractor’s performance or failure to perform the contract. Contractor shall be required to indemnify, defend and hold harmless the State only to the extent the claim is caused in whole or in part by negligent acts or omissions of Contractor or its employees, officers, and agents. Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless State and its agencies, officials, agents or employees. DocuSign Envelope ID: 75AB39F9-DDDD-41E9-807B-00FD5CCEDCAB PSC 24090 Children’s Representation -- Bishopp PSC 24090 In the event of harm or damages experienced by Contractor during the performance of duties under this Contract as a result of (a) OCLA’s violation of any applicable law or regulation arising from Contractor’s lawful provision of the services contemplated by this Contract to OCLA; (b) OCLA’s disclosure of confidential information, records, files or other data not subject to public disclosure under GR 31.1; or (c) OCLA’s, OCLA’s representatives’, or other third parties’ breach of any of its obligations, representations, and/or warranties under this Contract, OCLA shall only be responsible for that proportion of damages caused by negligent or wrongful actions or inactions of itself and its employees, officers, and agents. 22) INDEPENDENT CAPACITY OF CONTRACTOR. The parties intend that an independent Contractor relationship will be created by this contract. Contactor is not an employee or agent of OCLA. Contractor will not hold themselves out as or claim to be an officer or employee of OCLA or of the State of Washington by reason hereof, nor will Contractor make any claim of right, privilege, or benefit which would accrue to such employee under law. Conduct and control of the work will be solely with Contractor. 23) INDUSTRIAL INSURANCE COVERAGE. Contractor is responsible for ensuring compliance with all industrial insurance coverage and workers’ compensation requirements in Title 51 RCW, related regulations, and case law. 24) LICENSING, ACCREDITATION AND REGISTRATION. Contractor shall comply with all applicable local, state, and federal licensing, accreditation, and registration requirements and standards necessary for the performance of this contract. 25) LOSS OF OR INSUFFICIENT APPROPRIATIONS. The parties expressly understand and agree that this Contract is contingent upon sufficient legislative appropriations. Should OCLA determine that legislative appropriations may be insufficient to support, or continue to support, the activities for which OCLA has engaged Contractor, OCLA shall so advise Contractor at the earliest possible opportunity. In such circumstances, OCLA shall advise Contractor of actions OCLA has taken or will take to ensure full funding of this Contract through its term. OCLA shall keep Contractor reasonably apprised of such efforts and resolution of the same. In the event efforts to obtain sufficient funding are unsuccessful, OCLA reserves the right to terminate this Contract upon expiration of appropriated funding. 26) OVERPAYMENTS. It is expressly understood and agreed that all invoices submitted for services accurately reflect the payment amounts for which Contractor is entitled to compensation under the terms of this Contract. Should OCLA determine that there was an error or omission that resulted in overpayment(s) to Contractor, it is agreed that OCLA shall have an unencumbered right to recovery of the same. Before OCLA seeks recovery of a claimed overpayment, the parties agree that: 1. OCLA will notify Contractor or its successor in interest in writing of its assessment that Contractor has been overpaid; the reasons for such assessment; and the amounts that DocuSign Envelope ID: 75AB39F9-DDDD-41E9-807B-00FD5CCEDCAB PSC 24090 Children’s Representation -- Bishopp PSC 24090 OCLA believes are at issue. The notification will provide Contractor fifteen (15) working days to respond to the Notice. Such response must include documentation demonstrating that Contractor’s invoice(s) accurately reflected the status of eligible case(s) during the billing period(s) in question. 2. OCLA shall have fifteen (15) working days to review Contractor’s response and determine whether an alleged overpayment remains at issue. 3. If OCLA determines that an overpayment remains at issue, it shall issue a Notice of Overpayment. The Notice of Overpayment shall state the basis of the claim of overpayment; the period(s) during which the overpayment occurred; the cause and/or CAROS numbers of the cases in which OCLA believes overpayments were made, if applicable; and the amount alleged to have been overpaid. 4. Should it be determined or agreed that an overpayment has occurred, OCLA will negotiate a repayment schedule with Contractor that will fully reimburse the State of Washington for payments improperly made. Recognizing that OCLA may not lend state funds to private individuals or entities, no repayment plan shall exceed eighteen (18) months. Nothing in this section precludes OCLA from seeking legal recourse to recover public funds wrongfully paid to Contractor. 27) RECORDS MAINTENANCE. Contractor shall maintain complete financial records relating to this contract and the services rendered, including all books, records, documents, magnetic media, receipts, invoices, and other evidence relating to this contract and performance of the services described herein, including but not limited to accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract. Contractor shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the contract, shall be subject at all reasonable times to inspection, review, or audit by OCLA, the Office of the State Auditor, the Joint Legislative and Audit Review Committee, and other federal or state officials so authorized by law, rule, regulation, or agreement. If any litigation, claim, or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 28) RIGHT OF INSPECTION. Contractor shall provide right of access to its facilities to OCLA or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this contract. DocuSign Envelope ID: 75AB39F9-DDDD-41E9-807B-00FD5CCEDCAB PSC 24090 Children’s Representation -- Bishopp PSC 24090 29) SEVERABILITY. The provisions of this contract are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the contract. 30) SUBCONTRACTING. Contractor shall not enter into subcontracts for any of the work contemplated under this contract without obtaining prior written approval of OCLA. 31) TAXES. All payments accrued on account of payroll taxes, unemployment contributions, any other taxes, insurance or other expenses for Contractor, if any, shall be the sole responsibility of Contractor. 32) TERMINATION. Either party may terminate this Contract without cause upon thirty (30) days written notice to the other party. If this Contract is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Contract prior to the effective date of termination. In the event of termination, Contractor shall protect the legal rights of Contractor’s clients and actively assist with the effective transfer of cases to a succeeding OCLA-approved contractor, consistent with the requirements of the Washington Rules of Professional Conduct (RPCs) and this Contract. In the event of termination, OCLA and the State of Washington shall be relieved of the obligation to pay Contractor for representation of children in qualifying dependency cases following transfer of such cases to a successor Contractor. 33) TERMINATION PROCEDURES. Upon termination, OCLA shall pay Contractor for all eligible services and activities through and including the effective date of termination less any costs incurred by OCLA associated with action resulting in the termination of said Contract. OCLA may withhold from any amounts due Contractor such sums as OCLA determines to be necessary to protect OCLA against potential loss or liability. The rights and remedies of OCLA provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. After receipt of a notice of termination, Contractor shall: Stop accepting new case assignments under this Contract on the date, and to the extent specified, in the notice; Work with OCLA to develop a plan for the timely transfer of client service relationships and responsibilities to qualified third parties in a manner that is consistent with Contractor’s professional responsibilities to its clients. Absent extraordinary circumstances, the plan should result in the transfer of client service relationships within a period of 30 days following Contractor’s receipt of the notice of termination. Within 10 working days, notify all clients currently represented of the termination of the contract and outline actions that will be taken to protect their rights and interests pending transfer of their cases to OCLA-approved third party Contractors. DocuSign Envelope ID: 75AB39F9-DDDD-41E9-807B-00FD5CCEDCAB PSC 24090 Children’s Representation -- Bishopp PSC 24090 Complete performance of such part of the work as shall not have been terminated by OCLA; and Take such action as may be necessary, or as OCLA may direct, for the protection and preservation of the property related to this Contract which is in the possession of Contractor and for which OCLA has the right to direct the disposition under the terms of this Contract. 34) WAIVER. Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this contract unless stated to be such in writing and signed by OCLA. 35) ENTIRE AGREEMENT. This Contract contain all the terms and conditions agreed upon by the parties. No other understandings, oral otherwise, regarding the subject matter of this Contract shall be considered to exist or to bind any of the parties to this Contract unless otherwise stated in this Contract. All rights and obligations of the parties to this Contract are subject to and governed by the specific terms, conditions and commitments contained in the text of this Contract. In the event of an inconsistency in this Contract, unless otherwise provided herein, the inconsistency will be resolved by giving precedence in the following order: A. The specific terms, conditions and commitments in this basic instrument B. Attachment A (A-19 Invoice Form) IN WITNESS WHEREOF, the parties have executed this Contract: STATE OF WASHINGTON CONTRACTOR OFFICE OF CIVIL LEGAL AID _________________________________________ ____________________________________ Bailey Zydek, CRP Program Manager Mason County Public Defender Peter Jones, Chief Public Defender EIN Tax ID No.: Date:___________________ Date:___________________ DocuSign Envelope ID: 75AB39F9-DDDD-41E9-807B-00FD5CCEDCAB 916001354 10/13/202310/13/2023