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HomeMy WebLinkAboutProfessional Services Contract with Angela Avery Law PLLC - ContractDocusign Envelope ID: ED1526D5-B7B4-45C0-8CDF-AD7551 E43FFB MASON COUNTY PROFESSIONAL SERVICES CONTRACT This "CONTRACT" is made and entered into by and between Mason County, a Washington State Municipal Corporation hereinafter referred to as "COUNTY" and Angela Avery Law PLLC , referred to as "CONTRACTOR" with its principle offices at 1104 Main Street Ste 200, Vancouver, WA 98660." RECITALS: WHEREAS, COUNTY desires to retain a person or firm to perform duties in lieu of COUNTY position of Chief Public Defender; and WHEREAS, CONTRACTOR represents that it is qualified and possesses the necessary expertise, knowledge, and skill, and has the necessary licenses and/or certification to perform scope of services set forth in this CONTRACT; and WHEREAS, CONTRACTOR agrees to perform work as defined by the SCOPE OF SERVICES herein attached. NOW, THEREFORE, for and in consideration of the CONTRACT made, and the payments to be made by COUNTY, the parties agree to the following: Special Conditions The CONTRACTOR is a self-employed individual doing business as Angela Avery Law PLLC and shall perform services for the COUNTY under this Agreement solely for the purpose of fulfilling duties and responsibilities typically assigned to the Chief Public Defender. All services performed under this contract, and as defined in the Scope of Services, are distinct and independent from any legal representation or casework provided to the COUNTY through Southwest Defenders, a private law firm which the CONTRACTOR is associated with. The CONTRACTOR shall maintain a clear separation between services rendered under this Agreement and those performed in any other capacity or contractual relationship with the COUNTY. General Conditions Scope of Services: CONTRACTOR agrees to provide COUNTY the services and any materials as set forth as identified in "SCOPE OF SERVICES" as Exhibit A and incorporated herein by reference," during the CONTRACT period. No material, labor or facilities will be furnished by COUNTY, unless otherwise provided for in the CONTRACT. Performance Period: The performance period for this CONTRACT shall begin August 1, 2025through December 31, 2025, unless and until the Chief Deputy Defense position is filled by an employee of Mason County. Services provided by CONTRACTOR prior to or after the term of this CONTRACT shall be performed at the expense of CONTRACTOR and are not compensable under this CONTRACT unless both parties hereto agree to such provision in writing. The term of this CONTRACT may be extended by mutual signed consent of the parties. 1 Professional Services Contract Docusign Envelope ID: ED152605-B7B4-45C0-8CDF-AD7551 E43FFB Extension: Following December 31, 2025, this CONTRACT may be renewed on a month -to -month basis upon mutual agreement of the parties. All terms and conditions of the CONTRACT shall remain in full force and effect during such renewal period, unless otherwise amended in writing, and shall continue until terminated by either party with advance written notice. Com pensation: CONTRACTOR shall be compensated in an amount not to exceed $51,594.00 for the term of this CONTRACT payable in increments of $10, 318.00 per month from August 1, 2025, to December 31, 2025. Monthly payments shall be paid within fifteen (15) business days following the submission of a monthly invoice and verification of services performed. Payments will be processed in the COUNTY's regular accounts payable cycle. Independent Contractor: CONTRACTOR's services shall be furnished by the CONTRACTOR as an independent CONTRACTOR, and nothing herein contained shall be construed to create a relationship between employer - employee. All payments made hereunder, and all services performed shall be made and performed pursuant to this CONTRACT by the CONTRACTOR as an independent CONTRACTOR. The CONTRACTOR shall be solely responsible for supplying all the necessary equipment required to perform the assigned services. The COUNTY will provide appropriate workspace at the COUNTY offices to facilitate the CONTRACTOR'S activities. Additionally, the CONTRACTOR shall enable opportunities to meet with COUNTY staff and clients as needed to ensure effective collaboration and service delivery. CONTRACTOR acknowledges that the entire compensation for this CONTRACT is specified in "Exhibit B Compensation" and the CONTRACTOR is not entitled to any 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 employees of COUNTY. The CONTRACTOR represents that they maintain a separate place of business, serves clients other than COUNTY, will report all income and expense accrued under this CONTRACT to the Internal Revenue Service, 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. CONTRACTOR will defend, indemnify and hold harmless COUNTY, its officers, agents or employees from any loss or expense, including, but not limited to, settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. Taxes: CONTRACTOR understands and acknowledges that COUNTY will not withhold Federal or State income taxes. Where required by State or Federal law, the CONTRACTOR authorizes COUNTY to withhold for any taxes other than income taxes (i.e., Medicare). All compensation received by the CONTRACTOR will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the CONTRACTOR to make the necessary estimated tax payments throughout the year, if any, and the CONTRACTOR is solely liable for any tax obligation arising from the CONTRACTOR's performance of this CONTRACT. The CONTRACTOR hereby agrees to indemnify COUNTY 2 Professional Services Contract Docusign Envelope ID: ED1526D5-B7B4-45C0-8CDF-AD7551 E43FFB against any demand to pay taxes arising from the CONTRACTOR's failure to pay taxes on compensation earned pursuant to this CONTRACT. COUNTY will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. The CONTRACTOR must pay all other taxes, including, but not limited to, Business and Occupation Tax, taxes based on the CONTRACTOR's gross or net income, or personal property to which COUNTY does not hold title. COUNTY is exempt from Federal Excise Tax. 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 CONTRACTOR or any employee of CONTRACTOR or any sub -contractor or any employee of any sub -contractor by COUNTY at the present time or in the future. Accounting and Payment for CONTRACTOR Services: Payment to the CONTRACTOR for services rendered under this CONTRACT shall be as set forth in "Exhibit B Compensation." Where Exhibit "B" requires payments by the COUNTY, payment shall be based upon written claims supported, unless otherwise provided in Exhibit "B," by documentation of units of work actually performed and amounts earned, including, where appropriate, the actual number of days worked each month, total number of hours for the month, and the total dollar payment requested, so as to comply with municipal auditing requirements. Acceptable invoices will be processed within thirty (30) days of receipt. Unless specifically stated in Exhibit B or approved in writing in advance by the official executing this CONTRACT for COUNTY or his or her designee (hereinafter referred to as the "Administrative Officer"), COUNTY will not reimburse the CONTRACTOR for any costs or expenses incurred by the CONTRACTOR in the performance of this CONTRACT. Where required, COUNTY shall, upon receipt of appropriate documentation, compensate the CONTRACTOR, no more often than monthly, in accordance with COUNTY's customary procedures, pursuant to the fee schedule set forth in Exhibit B. Withholding Payment: In the event the CONTRACTOR has failed to perform any obligation under this CONTRACT within the times set forth in this CONTRACT, then COUNTY may, upon written notice, withhold from amounts otherwise due and payable to CONTRACTOR, without penalty, until such failure to perform is cured or otherwise adjudicated. Withholding under this clause shall not be deemed a breach entitling CONTRACTOR to termination or damages, provided that 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 Administrative Officer 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 provisions of the Disputes clause of this CONTRACT. COUNTY may act in accordance with any determination of the Administrative Officer which has become conclusive under this clause, without prejudice to any other remedy under the CONTRACT, 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 so 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 CONTRACTOR by reason of good faith withholding by COUNTY under this clause. 3 Professional Services Contract Docusign Envelope ID: ED1526D5-B7B4-45C0-8CDF-AD7551E43FFB Labor Standards: CONTRACTOR agrees to comply with all applicable state and federal requirements, including but not limited to those pertaining to payment of wages and working conditions, in accordance with RCW 39.12.040, the Prevailing Wage Act; the Americans with Disabilities Act of 1990; and the Contract Work Hours and Safety Standards Act providing for weekly payment of prevailing wages, minimum overtime pay, and providing that no laborer or mechanic shall be required to work in surroundings or under conditions which are unsanitary, hazardous, or dangerous to health and safety as determined by regulations promulgated by the Federal Secretary of Labor and/or the State of Washington. Assignment and Subcontracting: The performance of all activities contemplated by this CONTRACT shall be accomplished by CONTRACTOR. No portion of this CONTRACT may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of COUNTY. Conflict of Interest: If at any time prior to commencement of, or during the term of this CONTRACT, CONTRACTOR or any of its employees involved in the performance of this CONTRACT shall have or develop an interest in the subject matter of this CONTRACT that is potentially in conflict with the COUNTY's interest, then CONTRACTOR shall immediately notify COUNTY of the same. The notification of COUNTY shall be made with sufficient specificity to enable COUNTY to make an informed judgment as to whether or not COUNTY's interest may be compromised in any manner by the existence of the conflict, actual or potential. Thereafter, COUNTY may require CONTRACTOR to take reasonable steps to remove the conflict of interest. COUNTY may also terminate this CONTRACT according to the provisions herein for termination. Non -Discrimination in Employment: COUNTY's 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. CONTRACTOR 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. Non -Discrimination in Client Services: CONTRACTOR shall not discriminate on the grounds of race, color, creed, religion, national origin, sex, age, marital status, sexual orientation, disability, or veteran status; or deny an individual or business any service or benefits under this CONTRACT; or subject an individual or business to segregation or separate treatment in any manner related to his/her/its receipt any service or services or other benefits provided under this CONTRACT; or deny an individual or business an opportunity to participate in any program provided by this CONTRACT. Waiver of Noncompetition: CONTRACTOR irrevocably waives any existing rights which it may have, by contract or otherwise, to require another person or corporation to refrain from submitting a proposal to or performing work or providing supplies to COUNTY, and CONTRACTOR further promises that it will not in the future, directly or indirectly, induce or solicit any person or corporation to refrain from submitting a bid or proposal to or from performing work or providing supplies to COUNTY. 4 Professional Services Contract Docusign Envelope ID: ED1526D5-B7B4-45C0-8CDF-AD7551E43FFB Certification Regarding Federal Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions: CONTRACTOR further certifies, by executing this CONTRACT, that neither it nor its principles is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or Agency. CONTRACTOR also agrees that it shall not knowingly enter into any lower tier covered transactions (a transaction between CONTRACTOR and any other person) with a person who is proposed for debarment, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, and CONTRACTOR agrees to include this clause titled "Certification Regarding Federal Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction" without modification, in all lower tier covered transactions and in all solicitations for lower tier transactions. The "General Service Administration List of Parties Excluded from Federal Procurement or Non - procurement Programs" is available to research this information at http://epls.arnet.gov/. Ownership of Items Produced: All writings, programs, data, public records or other materials prepared by CONTRACTOR and/or its consultants or sub-CONTRACTORs, in connection with performance of this CONTRACT, shall be the sole and absolute property of COUNTY.CONTRACTOR further agrees to make research, notes, and other work products produced in the performance of this CONTRACT available to COUNTY upon request. Patent/Copyright Infringement: CONTRACTOR will defend and indemnify COUNTY from any claimed action, cause or demand brought against COUNTY, to the extent such action is based on the claim that information supplied by the CONTRACTOR infringes any patent or copyright. CONTRACTOR will pay those costs and damages attributable to any such claims that are finally awarded against COUNTY in any action. Such defense and payments are conditioned upon the following: A. 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 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 COUNTY. Confidentiality: CONTRACTOR and its employees shall maintain the confidentiality of all information provided by COUNTY or acquired by CONTRACTOR in performance of this CONTRACT, except upon the prior written consent of COUNTY or an order entered by a court after having acquired jurisdiction over COUNTY. CONTRACTOR shall immediately give COUNTY notice of any judicial proceeding seeking disclosure of such information. CONTRACTOR shall indemnify and hold harmless COUNTY, its officials, agents or employees from all loss or expense, including, but not limited to, settlements, judgments, setoffs, attorneys' fees and costs resulting from CONTRACTOR's breach of this provision. Right to Review: This CONTRACT is subject to review by any Federal, State or COUNTY auditor. COUNTY or its designee shall have the right to review and monitor the financial and service components of this 5 Professional Services Contract Docusign Envelope ID: ED152605-B7B4-45C0-8CDF-AD7551E43FFB program by whatever means are deemed expedient by the Administrative Officer or by COUNTY's Auditor's Office. 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 which COUNTY deems pertinent to the CONTRACT and its performance, and any and all communications with or evaluations by service recipients under this CONTRACT. CONTRACTOR shall preserve and maintain all financial records and records relating to the performance of work under this CONTRACT for six (6) years after CONTRACT termination, and shall make them available for such review, within Mason County, State of Washington, upon request. CONTRACTOR also agrees to notify the Administrative Officer in advance of any inspections, audits, or program review by any individual, agency, or governmental unit whose purpose is to review the services provided within the terms of this CONTRACT. If no advance notice is given to CONTRACTOR, then CONTRACTOR agrees to notify the Administrative Officer as soon as it is practical. If any litigation, claim, or audit is commenced, the records and accounts along with supporting documentation shall be retained until all litigation, claim, or audit finding has been resolved even though such litigation, claim, or audit continues past the six -year retention period. Insurance Requirements: At a minimum, CONTRACTOR shall provide insurance that meets or exceeds the requirements detailed in "Exhibit C Insurance Requirements." Insurance as a Condition of Payment: Payments due to CONTRACTOR under this CONTRACT are expressly conditioned upon the CONTRACTOR's strict compliance with all insurance requirements, as applicable under this CONTRACT. Payment to CONTRACTOR shall be suspended in the event of non-compliance. Upon receipt of evidence of full compliance, payments not otherwise subject to withholding or set- off will be released to CONTRACTOR. Proof of Insurance: A Certificate of Insurance naming Mason County as the Certificate Holder must be provided to COUNTY prior to execution of CONTRACT. Industrial Insurance Waiver: With respect to the performance of this CONTRACT and as to claims against COUNTY, its officers, agents and employees, CONTRACTOR expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this CONTRACT extend to any claim brought by or on behalf of any employee of CONTRACTOR. This waiver is mutually negotiated by the parties to this CONTRACT. CONTRACTOR Commitments, Warranties and Representations: Defense and Indemnity Contract: CONTRACTOR shall defend, indemnify and hold the County, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Contractor in performance of this Agreement, except for injuries and damages caused by the sole negligence of the County. This indemnification obligation of the CONTRACTOR shall not be limited in any way by the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other 6 Professional Services Contract Docusign Envelope ID: ED1526D5-B7B4-45C0-8CDF-AD7551 E43FFB workmen's compensation act, disability benefit act or other employee benefit act, and the CONTRACTOR hereby expressly waives any immunity afforded by such acts. Participation by County — No Waiver. COUNTY reserves the right, but not the obligation, to participate in the defense of any claim, damages, losses or expenses and such participation shall not constitute a waiver of CONTRACTOR's indemnity obligations under this CONTRACT. Survival of CONTRACTOR's Indemnity Obligations. CONTRACTOR agrees all CONTRACTOR's indemnity obligations shall survive the completion, expiration or termination of this CONTRACT. Compliance with Applicable Laws, Rules and Regulations: This CONTRACT shall be subject to all laws, rules, and regulations of the United States of America, the State of Washington, political subdivisions of the State of Washington and Mason County. CONTRACTOR also agrees to comply with applicable Federal, State, County or municipal standards for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals. Administration of Contract: COUNTY hereby appoints, and CONTRACTOR hereby accepts, the County Administrator of Mason County, as COUNTY's representative, hereinafter referred to as the Administrative Officer, for the purposes of administering the provisions of this CONTRACT, including COUNTY's right to receive and act on all reports and documents, and any auditing performed by the COUNTY related to this CONTRACT. COUNTY's Administrative Officer: Travis Adams Mason County County Administrator 411 N 5ih Street Shelton, WA 98584 Phone: (360) 427-9760, ext. 530 E-mail: tadams(a�masoncountywa.gov CONTRACTOR's Administrative Officer: r—Slgned by: I'raAikiS AIMS 000300O5707C403... County Administrator Notice: Except as set forth elsewhere in the CONTRACT, for all purposes under this CONTRACT except service of process, notice shall be given by CONTRACTOR to COUNTY's Administrative Officer under this CONTRACT. Notices and other communication may be conducted via e-mail, U.S. mail, fax, hand -delivery or other generally accepted manner including delivery services. Notice is effective upon receipt. Modifications: Either party may request changes in the CONTRACT. Any and all agreed modifications, to be valid and binding upon either party, shall be in writing and signed by both of the parties. 7 Professional Services Contract Docusign Envelope ID: ED1526D5-B7B4-45C0-8CDF-AD7551 E43FFB Termination for Default: If CONTRACTOR defaults by failing to perform any of the obligations of the CONTRACT or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, COUNTY may, by depositing written notice to CONTRACTOR in the U.S. mail, terminate the CONTRACT, and at COUNTY's option, obtain performance of the work elsewhere. If the CONTRACT is terminated for default, CONTRACTOR shall not be entitled to receive any further payments under the CONTRACT until all work called for has been fully performed. If a notice of termination for default has been issued and it is later determined for any reason that 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. Termination for Public Convenience: COUNTY may terminate this CONTRACT in whole or in part whenever COUNTY determines, in its sole discretion, that such termination is in the interests of COUNTY. Whenever the CONTRACT is terminated in accordance with this paragraph, CONTRACTOR shall be entitled to payment for actual work performed in compliance with "Exhibit A Scope -of -Services" and "Exhibit B Compensation." An equitable adjustment in the CONTRACT price for partially completed items of work will be made, but such an adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this CONTRACT by COUNTY at any time during the term, whether for default or convenience, shall not constitute breach of CONTRACT by COUNTY. Termination for Reduced Funding: COUNTY may terminate this CONTRACT in whole or in part should COUNTY determine, in its sole discretion, that such termination is necessary due to a decrease in available funding including State and/or Federal grants. Whenever the CONTRACT is terminated in accordance with this paragraph, an explanation of the decrease in funding will be provided and the CONTRACTOR shall be entitled to payment for actual work performed in compliance with "Exhibit A Scope -of - Services" and "Exhibit B Compensation." Disputes: 1. Differences between the CONTRACTOR and COUNTY, arising under and by virtue of the AGREEMENT shall be brought to the attention of COUNTY at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. For objections that are not made in the manner specified and within the time limits stated, the records, orders, rulings, instructions, and decisions of the Administrative Officer shall be final and conclusive. 2. The CONTRACTOR shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to act by the Administrative Officer of COUNTY, or (2) the happening of any event or occurrence, unless the CONTRACTOR has given COUNTY a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by 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 8 Professional Services Contract Docusign Envelope ID: ED1526135-B7B4-45C0-8CDF-AD7551 E43FFB complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. 3. The CONTRACTOR shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the accomplishment of the portion of the work from which the claim arose, and before final payment by COUNTY, the CONTRACTOR has given 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. Arbitration: Other than claims for injunctive relief brought by a party hereto (which may be brought either in court or pursuant to this arbitration provision), and consistent with the provisions hereinabove, any claim, dispute or controversy between the parties under, arising out of, or related to this CONTRACT or otherwise, including issues of specific performance, shall be determined by arbitration in Shelton, Washington, under the applicable American Arbitration Association (AAA) rules in effect on the date hereof, as modified by this CONTRACT. There shall be one arbitrator selected by the parties within ten (10) days of the arbitration demand, or if not, by the AAA or any other group having similar credentials. Any issue about whether a claim is covered by this CONTRACT shall be determined by the arbitrator. The arbitrator shall apply substantive law and may award injunctive relief, equitable relief (including specific performance), or any other remedy available from a judge, including expenses, costs and attorney fees to the prevailing party and pre -award interest, but shall not have the power to award punitive damages. The decision of the arbitrator shall be final and binding and an order confirming the award or judgment upon the award may be entered in any court having jurisdiction. The parties agree that the decision of the arbitrator shall be the sole and exclusive remedy between them regarding any dispute presented or pled before the arbitrator. At the request of either party made not later than forty-five (45) days after the arbitration demand, the parties agree to submit the dispute to nonbinding mediation, which shall not delay the arbitration hearing date; provided, that either party may decline to mediate and proceed with arbitration. Any arbitration proceeding commenced to enforce or interpret this CONTRACT shall be brought within six (6) years after the initial occurrence giving rise to the claim, dispute or issue for which arbitration is commenced, regardless of the date of discovery or whether the claim, dispute or issue was continuing in nature. Claims, disputes or issues arising more than six (6) years prior to a written request or demand for arbitration issued under this Agreement are not subject to arbitration. 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 CONTRACT, the venue of such action of litigation shall be in the courts of the State of Washington and Mason County. Unless otherwise specified herein, this CONTRACT shall be governed by the laws of Mason County and the State of Washington. 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. 9 Professional Services Contract Docusign Envelope ID: ED1526D5-B7B4-45C0-8CDF-AD7551E43FFB 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. The failure of COUNTY to insist upon strict performance of any of the covenants of this CONTRACT, or to exercise any option herein conferred in any one or more instances, shall not be construed to be a waiver or relinquishment of any such, or any other covenants or contracts, but the same shall be and remain in full force and effect. Order of Precedence: A. Exhibit A — Scope of Services B. Exhibit B — Compensation C. Exhibit C — Insurance Requirements D. Exhibit D — Title VI Requirements 10 Professional Services Contract Docusign Envelope ID: ED1526D5-B7B4-45C0-8CDF-AD7551 E43FFB IN WITNESS WHEREOF, COUNTY and CONTRACTOR have executed this CONTRACT as of the date and year last written below. CONTRACTOR BOARD OF COUNTY COMMISSIONERS MASON COUNTY, WASHINGTON r—oocuSigned by: —setA=48A000yo4e2.' Signature Amgela Avery -Attorney By and Title Dated: 8/1/2025 11 Professional Services Contract 7 Sharon -Trams, Chair Dated: aril 1%0 e. APPROVED AS TO FORM: /—Signed by: 1114A wig. '�-9 v r to a�8c.. Tir ifehead, Chief DPA Docusign Envelope ID: ED1526D5-B7B4-45C0-8CDF-AD7551 E43FFB EXHIBIT A SCOPE OF SERVICES Chief Public Defense Officer — Training, Supervision, and Strategic Consultation Mason County Public Defense Office The CONTRACTOR shall provide services equivalent in scope and complexity to those of a Chief Public Defense Officer for the Mason County Public Defense Office, providing a combination of professional legal training, attorney supervision, strategic consultation, and operational support. These services are contracted to ensure newly hired public defenders receive the necessary support to competently and ethically represent indigent clients in District Court and the Public Defense Office is in compliance with all Washington State Supreme Court standards for indigent defense. The services rendered under this Agreement are intended to temporarily fulfill the functional needs of the Public Defense Office until such time as a permanent appointment of a Chief Public Defense Officer is made or the County otherwise determines the services are no longer required. Deliverables As part of this contract, the CONTRACTOR shall provide structured training to new attorneys, including instruction on how to manage a District Court caseload of 250 or more clients, apply the Washington Criminal Rules of Evidence, and communicate effectively with clients experiencing serious mental illness or substance use disorders. The CONTRACTOR shall train attorneys to serve as competent trial counsel and shall also develop and implement a comprehensive and replicable training protocol for onboarding new staff. The CONTRACTOR will be available in person and virtually to provide direct consultation to attorneys on legal strategies, courtroom advocacy, client -centered defense, and general questions regarding professional conduct and office procedures. The CONTRACTOR shall supervise all licensed attorneys employed by the Mason County Public Defense Office. This includes evaluating staff performance, identifying training and development needs, and providing constructive feedback. The CONTRACTOR shall establish individualized career development plans and support attorney growth while ensuring work is performed effectively, ethically, and in alignment with the Washington Rules of Professional Conduct, applicable statutes and case law, and Mason County Public Defense Office policies and procedures. The CONTRACTOR will also provide legal consultation in complex cases. This includes assisting attorneys in identifying legal issues, performing legal research, evaluating alternatives, and recommending strategies. The CONTRACTOR will clearly and logically present facts, legal concepts, and arguments to both individuals and groups in training and consultation settings. In collaboration with the office's administrative support staff, the CONTRACTOR shall assist in developing and implementing internal office goals, objectives, and standard operating procedures. The CONTRACTOR will help establish working standards to ensure attorneys maintain reasonable caseloads within budgetary constraints. The CONTRACTOR will also attend meetings with County stakeholders and leadership —virtually or in person —as needed to address conflict resolution, client complaints, OPD grant applications, budget issues, and broader organizational planning. The CONTRACTOR will conduct regular staff meetings to coordinate and communicate with the full attorney team. 12 Professional Services Contract Docusign Envelope ID: ED1526D5-B7B4-45C0-8CDF-AD7551E43FFB The CONTRACTOR shall play a key role in recruitment efforts for the Public Defense Office by establishing contacts with law schools throughout Washington, Oregon, and Idaho, and attending on -campus and community events to promote available positions. The CONTRACTOR shall serve as a liaison with the Washington State Office of Public Defense's Rural Public Defense Program to support and maximize use of the program for recruiting and retaining qualified public defense attorneys. The CONTRACTOR will develop and implement a case -weighting protocol that complies with caseload standards as defined by the Washington State Bar Association and the Office of Public Defense CBA. In doing so, the CONTRACTOR shall collaborate with other public defense professionals across the state to develop workable statewide standards that respond to the unique needs and constraints of rural public defense offices like Mason County's. The CONTRACTOR will be available both virtually and in person as needed to meet the responsibilities described in this Exhibit. Deliverables under this contract shall include a written training protocol, attorney performance evaluations and development plans, updates to internal operating procedures, quarterly activity summaries, a proposed case -weighting model, and documentation of participation in meetings and recruitment efforts. The CONTRACTOR agrees to perform additional duties as may be reasonably required to carry out the objectives of this contract, provided such duties are directly related to the services set forth in Exhibit A and do not materially alter the nature or scope of services without prior written agreement by both parties. AMENDMENTS AND CHANGES IN WORK In the event of any errors or omissions by the CONTRACTOR in the performance of any work required under this Contract, the CONTRACTOR shall make any and all necessary corrections without additional compensation. All work submitted by the CONTRACTOR shall be certified by the CONTRACTOR and checked for errors and omissions. The CONTRACTOR shall be responsible for the accuracy of the work, even if the work is accepted by the COUNTY. Obligation of Service Hours and Method of Performance The CONTRACTOR agrees to provide services under this Agreement for an average of eighteen (18) hours per week for the duration of the contract term. Work hours may be distributed flexibly between in -person and virtual delivery as necessary to fulfill the responsibilities outlined in this Exhibit. 13 Professional Services Contract Docusign Envelope ID: ED152605-B7B4-45C0-8CDF-AD7551 E43FFB EXHIBIT B COMPENSATION AND REQUEST FOR PAYMENT A. Compensation: The CONTRACTOR shall be compensated for services up to but not to exceed $51,594.00 for the term of this CONTRACT payable in increments of $10, 318.00 per month from August 1, 2025, to December 31, 2025. Monthly payments shall be paid within thirty (30) days following the submission of a monthly invoice and verification of services performed. Payments will be processed in the COUNTY's regular accounts payable cycle. Invoices must detail the work completed during the billing period and reference key deliverables or activities as outlined in Exhibit A. B. Reimbursement of Expenses When the CONTRACTOR is required to stay in Shelton or outside a 100-mile radius of the CONTRACTOR'S office for COUNTY -related activities, the COUNTY will reimburse the CONTRACTOR for actual lodging expense and any applicable taxes. Unless otherwise approved in writing by the County in advance, this Agreement is inclusive of all other costs and expenses. Additional expenses not included in the total contract amount will not be reimbursed without prior written approval. C. Adjustments and Extensions Any modification to compensation, including an extension of the contract term or changes in scope that impact the budget, must be made by written amendment to this Agreement and approved by both parties in accordance with County contracting policies. 14 Professional Services Contract Docusign Envelope ID: ED1526D5-B7B4-45C0-8CDF-AD7551 E43FFB D. Invoicing/Billing All payments shall be made by Mason County via Warrant upon receipt of a properly completed invoice submitted to the Mason County Public Defense Office. Invoices must be submitted to: Maggie Huston Mason County Public Defense Office MHuston@masoncountywa.gov Unless otherwise approved in writing by the County in advance, this Agreement is inclusive of all costs and expenses. The total compensation amount includes any travel, lodging, meals, and materials needed to perform the services described in Exhibit A. Additional expenses not included in the total contract amount will not be reimbursed without prior written approval. 15 Professional Services Contract Docusign Envelope ID: ED152605-B7B4-45C0-8CDF-AD7551E43FFB EXHIBIT C INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of this AGREEMENT, CONTRACTOR shall maintain in effect all insurance as required herein and comply with all limits, terms and conditions stated herein. Work under this Agreement shall not commence until evidence of all required insurance and bonding is provided to the County and approved by the County Risk Manager. The policy shall provide and the certificate reflect that the insurance afforded applies separately to each insured against whom a claim is made or suit is brought except with respect to limits of the company's liability. A. MINIMUM Insurance Requirements: 1. Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01, with an edition date prior to 2004, or the exact equivalent. Coverage for an additional insured shall not be limited to its vicarious liability. Defense costs must be paid in addition to limits. Limits shall be no less than two million dollars ($2,000,000) per occurrence for all covered losses and no less than five million dollars ($5,000,000) general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. 2. Workers' Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits for the CONTRACTORs, with employer liability limits two (2) or more employees and/or volunteers, no less than $1,000,000 per accident for all covered losses. 3. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including owned, non -owned and hired autos, or the exact equivalent. Limits shall be no less than one million dollars ($1,000,000) per accident, combined single limit. If CONTRACTOR owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If CONTRACTOR or the CONTRACTOR's employees will use personal autos in any way on this project, CONTRACTOR shall obtain evidence of personal auto liability coverage for each such person. 4. Professional Legal Liability: The CONTRACTOR, shall maintain Professional Legal Liability or Professional Errors and Omissions coverage appropriate to the CONTRACTOR'S profession and shall be written subject to limits of not less than $1,000,000.00 per claim and two million dollars ($2,000,000) in the aggregate. The coverage shall apply to liability for a professional error, act or omission arising out of the scope of the CONTRACTOR'S services defined in this Contract. Coverage shall not exclude bodily injury or property damage. Coverage shall not exclude hazards related to the work rendered as part of the Contract or within the scope of the CONTRACTOR'S services as defined by this Contract including testing, monitoring, measuring operations, or laboratory analysis where such services are rendered as part of the Contract. The coverage shall be maintained during the term of this agreement and for at least three (3) years following its termination or expiration. 5. Umbrella or excess liability policies shall provide coverage at least as broad as specified for underlying coverages and covering those insured in the underlying policies. Coverage shall be "pay on behalf", with defense costs payable in addition to policy limits. There shall be no cross - liability exclusion of claims or suits by one insured against another. 16 Professional Services Contract Docusign Envelope ID: ED1526D5-B7B4-45C0-8CDF-AD7551E43FFB B. Certificate of Insurance: A Certificate of Insurance naming County as the Certificate Holder must be provided to County prior to execution of AGREEMENT. C. Basic Stipulations: 1. CONTRACTOR agrees to endorse third party liability coverage required herein to include as additional insureds Mason County, its officials, employees and agents, using ISO endorsement CG 20 10 with an edition date prior to 2004. CONTRACTOR also agrees to require all CONTRACTORs, sub-CONTRACTORs, and anyone else involved in this CONTRACTOR on behalf of the CONTRACTOR (hereinafter "indemnifying parties") to comply with these provisions. 2. CONTRACTOR agrees to waive rights of recovery against County regardless of the applicability of any insurance proceeds, and to require all indemnifying parties to do likewise. 3. All insurance coverage maintained or procured by CONTRACTOR or required of others by CONTRACTOR pursuant to this Contract shall be endorsed to delete the subrogation condition as to County or must specifically allow the named insured to waive subrogation prior to a loss. 4. All coverage types and limits required are subject to approval, modification and additional requirements by County. CONTRACTOR shall not make any reductions in scope or limits of coverage that may affect County's protection without County's prior written consent. 5. CONTRACTOR agrees to provide evidence of the insurance required herein, satisfactory to County, consisting of: a) certificate(s) of insurance evidencing all of the coverages required and, b) an additional insured endorsement to CONTRACTOR's general liability policy using Insurance Services Office form CG 20 10 with an edition date prior to 2004. CONTRACTOR agrees, upon request by County to provide complete, certified copies of any policies required within 10 days of such request. County has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests. Any premium so paid by County shall be charged to and promptly paid by CONTRACTOR or deducted from sums due CONTRACTOR. Any actual or alleged failure on the part of County or any other additional insured under these requirements to obtain proof of insurance required under this Contract in no way waives any right or remedy of County or any additional insured, in this or in any other regard. 6. It is acknowledged by the parties of this Contract that all insurance coverage required to be provided by CONTRACTOR or indemnifying party, is intended to apply first and on a primary non-contributing basis in relation to any other insurance or self-insurance available to County. 7. CONTRACTOR agrees not to self -insure or to use any self -insured retentions on any portion of the insurance required herein and further agrees that it will not allow any indemnifying party to self- insure its obligations to County. If CONTRACTOR's existing coverage includes a self - insured retention, the self -insured retention must be declared to the County. The County may review options with CONTRACTOR, which may include reduction or elimination of the self - insured retention, substitution of other coverage, or other solutions. 8. CONTRACTOR will renew the required coverage annually as long as County, or its employees or agents face an exposure from operations of any type pursuant to this Contract. This obligation applies whether or not the Contract is canceled or terminated for any reason. Termination of this obligation is not effective until County executes a written statement to that effect. 17 Professional Services Contract Docusign Envelope ID: ED1526D5-B7B4-45C0-8CDF-AD7551E43FFB 9. The limits of insurance as described above shall be considered as minimum requirements. Should any coverage carried by CONTRACTOR or a sub -CONTRACTOR of any tier maintain insurance with limits of liability that exceed the required limits or coverage that is broader than as outlined above, those higher limits and broader coverage shall be deemed to apply for the benefit of any person or organization included as an additional insured and those limits shall become the required minimum limits of insurance in all Paragraphs and Sections of this Contract. 10. None of the policies required herein shall be in compliance with these requirements if they include any limiting endorsement that has not been first submitted to County and approved of in writing. 11. The requirements in this Exhibit supersede all other sections and provisions of this Contract to the extent that any other section or provision conflicts with or impairs the provisions of this Exhibit. 12. Unless otherwise approved by County, insurance provided pursuant to these requirements shall be by insurers authorized to do business in Washington and with a minimum A.M. Best rating of A-:VII. 13. All insurance coverage and limits provided by CONTRACTOR and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Contract limits the application of such insurance coverage. 14. CONTRACTOR agrees to require insurers, to provide notice to County thirty (30) days prior to cancellation of such liability coverage or of any material alteration or non -renewal of any such coverage, other than for non-payment of premium. CONTRACTOR shall assure that this provision also applies to any sub-CONTRACTORs, joint ventures or any other party engaged by or on behalf of CONTRACTOR in relation to this agreement. Certificate(s) are to reflect that the issuer will provide thirty (30) days' notice to County of any cancellation of coverage. 15. County reserves the right at any time during the term of the Contract to change the amounts and types of insurance required by giving the CONTRACTOR ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONTRACTOR, the County and CONTRACTOR may renegotiate CONTRACTOR's compensation. 16. Requirements of specific coverage features are not intended as limitation on other requirements or as waiver of any coverage normally provided by any given policy. Specific reference to a coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all-inclusive. 17. CONTRACTOR agrees to provide immediate notice to County of any claim or loss against CONTRACTOR arising out of the work performed under this agreement. County assumes no obligation or liability by such notice but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve County. 18 Professional Services Contract Docusign Envelope ID: ED1526D5-B7B4-45C0-8CDF-AD7551 E43FFB ATTACHMENT D TITLE VI REQUIRMENTS During the performance of this contract, the CONTRACTOR, for itself, its assignees, and successors in interest (hereinafter referred to as the "CONTRACTOR") agrees as follows: The CONTRACTOR agrees to comply with Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.) and its implementing regulations, which prohibit discrimination on the basis of race, color, or national origin under any program or activity receiving federal financial assistance. The CONTRACTOR assures that no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity undertaken by the CONTRACTOR under this Agreement. The CONTRACTOR further agrees to comply with all requirements imposed by or pursuant to Title VI regulations and directives issued by the federal funding agency, and to ensure these obligations are incorporated into all subcontracts. 19 Professional Services Contract