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CAG2024-180 - Original - Valley Cities - VSHS Funded: Senior Programming - 04/17/2024
FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Ll ` LH Agreement Routing Form Dir. Assist: RLRL • For Approvals,Signatures and Records Management KE N T This form combines&replaces the Request for Mayor's Signature and Contract Cover WASHINcroN Sheet forms. Dir/Dep Dir: Originator: Department: Cindy Robinson Parks, Recreation & Community Services Date Sent: Date Required: > 04/03/2024 04/16/2024 0 CL Authorized to Sign: Date of Council Approval: QDirector or Designee NA Budget Account Number: Grant? Yes WINo H00082.6xxxx.4631 Budget?E]Yesw]No Type: N/A Vendor Name: Category: Valley Cities Counseling and Consultation Contract Vendor Number: Sub-Category: = 33077 Original 0 Valle Cities, VSHS Lev Contract 2024 Project Name: y y 1.1. Project Details:Providing Senior Programming through the VSHS Levy 0 _ a, 40 Agreement Amount: $20 000 Basis for Selection of Contractor: Other `Memo to Mayor must be attached Start Date: 01/01/2024 Termination Date: 12/31/2024 Im Q Local Business?IzYesF--]No* If meets req uiremen ts per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions'form on Cityspace. Business License Verification:Yes In-Process Exempt(KCC 5.01.045) Notice required prior to disclosure? Contract Number: FTesONo CAG2024-180 Comments: CA _ 3 4) H •� i N 3 f0 _ V1 Date Routed to the City Clerk's Office: 4/1 8/24 ,c«w»373__,0 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20210513 • 4 e0�111 KENT F1161 .o CONSULTANT SERVICES AGREEMENT between the City of Kent and Valley Cities Counseling and Consultation THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Valley Cities Counseling and Consultation ("Valley Cities") organized under the laws of the State of Washington, located and doing business at 325 West Gowe St, Kent, WA 98032 (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. The Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: The Consultant will provide wellness classes, support groups, referrals, counseling, and assistance in case management for programs funded through the VSHS Levy. The following exhibits are attached and incorporated by this reference as if fully set forth herein: Exhibit A, Scope and Schedule of Work, Exhibit B, Insurance Certificate, and Exhibit C. The Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. The Consultant shall complete the work described in Section I by 12/31/2024. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed $20,000, for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit A. B. The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. C. Card Payment Program. The Consultant may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Consultant. If the Consultant voluntarily participates in this Program, the Consultant will be solely responsible for any fees imposed by financial institutions or credit card companies. The Consultant shall not charge those fees back to the City. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which the Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Consultant's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project, which may be used by the City without restriction. If the City's use of the Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. FORCE MA)EURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government ("force majeure event"). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Consultant shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Consultant due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Consultant to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Consultant to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Consultant. VII. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Consultant shall execute the attached City of Kent Non-Discrimination Policy Declaration and comply with City Administrative Policy 1.2. VIII. INDEMNIFICATION. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of the Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's duty to defend, indemnify, and hold the City harmless, and the Consultant's liability accruing from that obligation shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event the Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant's part, then the Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys'fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. IX. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. X. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to the Consultant for the purpose of completion of the work under this Agreement. XI. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. The Consultant shall make such data, documents, and files available to the City upon the City's request. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. The City's use or reuse of any of the documents, data, and files created by the Consultant for this project by anyone other than the Consultant on any other project shall be without liability or legal exposure to the Consultant. XII. CITY'S RIGHT OF INSPECTION. Even though the Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XIII. WORK PERFORMED AT CONSULTANT'S RISK. The Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at the Consultant's own risk, and the Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. VSHS LEVY TERMS. This Agreement concerns subject matter that may be related to King County Veterans, Seniors, and Human Services Levy funding. As a result, Consultant agrees to abide by the additional terms outlined in Exhibit C attached and incorporated by this reference. XV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing_ Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VIII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Consultant. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to the Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. CONSULTANT: CITY OF KENT: SHeM Ali By: Shekh Ali(Apr 17,202415:13 PDT) By:Juh arascondola(Apr 17,202418:04 PDT) Print Name:Shekh Ali Print Name: Julie Parascondola Its CEO Its Parks and Recreation Director DATE: Apr 17, DATE: 2024 Apr 17,2024 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Shekh Ali Cindy Robinson Valley Cities City of Kent 325 West Gowe St 220 Fourth Avenue South Kent, WA 98032 Kent, WA 98032 (206) 408-5182 (telephone) (253) 856-51501 (telephone) sali@valleycities.org (email) crobinson@kentwa.gov (email) APPROVED AS TO FORM: Kent Law Department ATTEST: 60� 6w3b Kent City Clerk [In this field,you may enter the electronic filepath where the contract has been saved] DECLARATION CITY OF KENT NON-DISCRIMINATION POLICY The City of Kent (City) is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors, consultants, vendors, and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The City of Kent and its contractors are subject to and will comply with the following: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The Department Of Transportation-Effectuation Of Title VI Of The Civil Rights Act Of 1964); • 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964). • Ch. 49.60 RCW (Washington Law Against Discrimination) The preceding statutory and regulatory cites hereinafter are referred to as "the Acts and Regulations". The following statements specifically identify the requirements the City deems necessary for any contractor, subcontractor, or supplier on this specific Agreement to adhere to. An affirmation of all of the following is required for this Agreement to be valid and binding. If any contractor, subcontractor, or supplier willfully misrepresents themselves with regard to the directives outlined below, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement. The statements are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement I, the prime contractor, will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. 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: A. Compliance with Regulations: The contractor, subcontractor, consultant, vendor, and supplier (hereinafter "Contractor") will comply with all Acts and the Regulations relative to non-discrimination, including those applicable to Federally- assisted programs of the U.S. Department of Transportation, State-assisted programs through the Washington State Department of Transportation, and generally under Washington's Law Against Discrimination, Ch. 49.60 RCW, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. B. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports: The contractor will provide all information and reports required by the Acts and Regulations and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined applicable to contractor's contract by the City or the Washington State Department of Transportation to be pertinent to ascertain compliance with such Acts and Regulations and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the City or the Washington State Department of Transportation, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the non-discrimination provisions of this contract, the City will impose such contract sanctions as it or the Washington State Department of Transportation may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. F. Incorporation of Provisions: The contractor will include the provisions of paragraphs (A) through (F) above in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts and Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the City or the Washington State Department of Transportation may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the City to enter into any litigation to protect the interests of the City. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. 6. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. ii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); iii. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; V. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); viii. Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; ix. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); X. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; xi. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). xiii. Washington Law Against Discrimination (Ch. 49.60 RCW) 7. The submission of the final invoice for this contract will constitute a reaffirmation that the preceding statements were complied with during the course of the contract's performance. By signing below, I agree to fulfill the five requirements referenced above. shn(lh Ali Shekh Ali(Apr 17,202415:13 PDT) By: For: Valley Cities Title: CEO Apr 17,2024 Date: CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: October 20, 2022 SUBJECT: INCLUSIVE CONTRACTING SUPERSEDES: January 1, 1998 APPROVED BY Dana Ralph, Mayor POLICY: Equal employment opportunity and non-discrimination in contracting requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants, and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Further, all contractors, subcontractors, consultants, suppliers, grantees, or subgrantees of the City, regardless of the value of the Agreement, are required to sign the City's Non-Discrimination Policy Declaration, prior to commencing performance. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to coordinate with the City's Title VI coordinator, and perform the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EXHIBIT A SCOPE OF SERVICES TO BE PROVIDED BY CONTRACTOR: The Contractor shall furnish services including, but not limited to, the following: Providing wellness classes, support groups, referrals, counseling, and assistance in case management for programs funded through the VSHS Levy. NAME OF PROGRAMS: VSHS Program DESCRIPTION OF SERVICES PROVIDED: Valley Cities Counseling and Consultation: Providing wellness classes, support groups, referrals, counseling, and assistance in case management for programs funded through the VSHS Levy. HOURS FOR PROGRAMS: Up to 8 hours each week for the programs DATES/TIMES OF PROGRAMS: will be determined prior to each quarter by the Facilitator and the program supervisor. PROGRAM REVIEW: Quarterly review of program attendance for effectiveness, and reevaluate appropriateness and/or replacement. PAYMENT TERMS: Hourly Rate of$ 80.00 for all program up to 8 hours a week. INVOICE Contractor will complete and submit invoice to the Kent Senior Activity Center on a monthly basis. The City of Kent supervisor for this program is: Cindy Robinson Phone: (253) 856-5162 EXHIBIT B INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products- completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. If the Consultant elects to purchase Claims Made coverage, the Consultant is then obligated to purchase "tail" coverage for a minimum of three years beyond the expiration of such coverage last purchased. . 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability insurance appropriate to the Consultant's profession. 1 EXHIBIT B (Continued ) B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional Liability insurance shall be written with limits no less than 1,000,000 per claim. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. 2 EXHIBIT B (Continued) E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. 3 Client#: 709605 VALLECIT DATE(MM/DD/YYYY) ACORD.. CERTIFICATE OF LIABILITY INSURANCE 4/05/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Deb Schluckebier NAME: USI Insurance Services NW HC PHONE 206 441-6300 FAX 610-362-8530 A/C,No,Ext: A/C,No 601 Union Street, Suite 1000 ADDRESS: deb.schluckebier@usi.com Seattle,WA 98101 INSURER(S)AFFORDING COVERAGE NAIC# 206 441-6300 INSURER A:Philadelphia Indemnity Insurance Co. 18058 INSURED INSURER B: Valley Cities Counseling &Consultation INSURER C 325 W. Gowe Street INSURER D: Kent,WA 98032 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LT R TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY X PHPK2567123 6/30/2023 06/30/2024 EACH OCCURRENCE $1,000,000 X CLAIMS-MADE OCCUR PREMISES ERENTED occccur ence $100,000 X Retro: 01/28/1987 MED EXP(Any one person) $20,000 X WA Stop Gap PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $3,000,000 X POLICY JECOT LOC PRODUCTS-COMP/OPAGG $3,000,000 OTHER: WA Stop Gap $$1 M/$1 M/$1 M A AUTOMOBILE LIABILITY PHPK2567123 6/30/2023 06/30/202 CMINED Ea acciden SINGLE LIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ A X UMBRELLA LIAB X OCCUR PHUB868552 6/30/2023 06/30/2024 EACH OCCURRENCE s5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE s5,000,000 DED X RETENTION$20 OOO $ WORKERS COMPENSATION PER OH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? F7 N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liab PHPK2567123 6/30/2023 06/30/202 $1,000,000 Per Incident Claims-Made $3,000,000 Aggregate Retro: 01/28/1987 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Certificate Holder is additional insured as respects their interest in the operations of the Named Insured. Evidence of Insurance for Professional Liability. Re: Workshops and Counseling provided several times a week CERTIFICATE HOLDER CANCELLATION City of Kent Parks and SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Recreation Department ACCORDANCE WITH THE POLICY PROVISIONS. 220 4th Ave S Kent,WA 98030-0000 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S44359274/M40480431 JXFZP POLICY NUMBER: PHPK2567123 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Kent Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III— Limits Of Insurance: with respect to liability for "bodily injury", "property If coverage provided to the additional insured is damage or personal and advertising injury required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. In the performance of your ongoing operations; 1. Required by the contract or agreement; or or 2. Available under the applicable Limits of 2. In connection with your premises owned by or Insurance shown in the Declarations; rented to you. whichever is less. However: This endorsement shall not increase the 1. The insurance afforded to such additional applicable Limits of Insurance shown in the insured only applies to the extent permitted by Declarations. law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page12 of 74 Exhibit C VSHSL Terms 1. Internal Control and Accounting System. The Vendor shall establish and maintain a system of accounting and internal controls that complies with the generally accepted accounting principles issued by the Financial Accounting Standards Board (FASB), the Governmental Accounting Standards Board (GASB), or both as is applicable to the Consultant's form of doing business. 2. Debarment and Suspension Certification. Entities that are debarred, suspended, or proposed for debarment, by the U.S. Government are excluded from receiving federal funds and contracting with the King County. The Consultant, by signature to this Agreement, certifies that the Consultant is not currently debarred, suspended, or proposed for debarment, by any Federal department or agency. The Consultant also agrees that it will not enter into a subcontract with a person or entity that is debarred, suspended, or proposed for debarment. The Consultant will notify the City and King County if it, or a subcontractor, is debarred, suspended, or proposed for debarment, by any Federal department or agency. Debarment status may be verified at https://www.sam.gov/. 3. Maintenance of Records. A. Accounts and Records. The Consultant shall maintain for a period of six years after termination of this Agreement accounts and records, including personnel, property, financial, and programmatic records and other such records King County may deem necessary to ensure proper accounting and compliance with this Agreement. B. Nondiscrimination and Equal Employment Records. In accordance with the nondiscrimination and equal employment opportunity requirements set forth in Section 9. below, the Consultant shall maintain the following for a period of six years after termination of this Contract: i. Records of employment, employment advertisements, application forms, and other data, records and information related to employment, applications for employment or the administration or delivery of services or any other benefits under this Agreement; and ii. Records, including written quotes, bids, estimates or proposals, submitted to the Consultant by all entities seeking to participate in this Contract, and any other information necessary to document the actual use of and payments to subcontractors and suppliers in this Agreement, including employment records. King County may visit the site of the work and the Consultant's office to review these records. The Consultant shall provide all help requested by King County during such visits and make the foregoing records available to King County for inspection and copying. At all reasonable times, the Consultant shall provide to King County, the state, and/or federal agencies or officials access to its facilities-including those of any subcontractor assigned any portion of this Agreement in order to monitor and evaluate the services provided under this Agreement. King County will give reasonable advance notice to the Consultant in the case of audits to be conducted by King County. The Consultant shall comply with all record keeping requirements of any applicable federal rules, regulations or statutes included or referenced in the contract documents. If different from the Consultant's address listed above, the Consultant shall inform King County in writing of the location of its books, records, documents, and other evidence for which review is sought, and shall notify King County in writing of any changes in location within 10 working days of any such relocation. 4. Evaluations and Inspections. A. Subject to Inspection, Review, or Audit. The records and documents with respect to all matters covered by this Contract shall be subject at all time to inspection, review, or audit by King County and/or federal/state officials authorized by law during the performance of this Agreement and for six years after termination hereof, unless a longer retention period is required by law. B. Medical Records. If applicable, medical records shall be maintained and preserved by the Consultant in accordance with state and federal medical records statutes, including but not limited to Revised Code of Washington (RCW) 70.41.190, 70.02.160, and standard medical records practice. The Consultant shall also be responsible for the maintenance and disposal of such medical records. C. Contract Performance Monitoring. The Consultant and the County shall engage in monitoring visits to assess the Consultant's compliance with reasonably expected levels of performance, quality, and practice. The County will execute monitoring visits in accordance with the applicable frequency, as prescribed by the controlling exhibit under this Contract. The Consultant shall cooperate with the County and its agents to assess the Consultant's performance under this Contract and to make available all information reasonably required by any such performance measurement and evaluation processes. At the request of the County, the Consultant shall implement a plan to remedy any items of noncompliance identified during the monitoring process. The results and records of these processes shall be maintained and disclosed in accordance with RCW Chapter 42.56. D. Unauthorized Disclosure. The Consultant agrees that all information, records, and data collected in connection with this Agreement shall be protected from unauthorized disclosure in accordance with applicable state and federal law. 5. Compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA). The Consultant shall not use protected health information created or shared under this Agreement in any manner that would constitute a violation of HIPAA and any regulations enacted pursuant to its provisions. Consultant shall read and maintain compliance with all HIPAA requirements at https://www.kinqcounty.gov/depts/community-human- se rvi ces/Aq reem ents/reg u i rem ents.aspx. 6. Corrective Action. If King County determines that the Consultant has failed to comply with any terms or conditions of this Agreement, or the Consultant has failed to provide in any manner the work or services (each a "breach"), and if King County determines that the breach warrants corrective action, the following procedure will apply: A. Written Notification. The County will notify the Consultant in writing of the nature of the breach. B. Consultant's Corrective Action Plan. The Consultant shall respond with a written corrective action plan within ten working days of its receipt of such notification unless King County, at its sole discretion, extends in writing the response time. The plan shall indicate the steps being taken to correct the specified breach and shall specify the proposed completion date for curing the breach. This date shall not be more 30 days from the date of the Consultant's response, unless King County, at its sole discretion, specifies in writing an extension to complete the corrective actions. C. County's Determination of Corrective Action Plan Sufficiency. King County will determine the sufficiency of the Consultant's proposed corrective action plan, then notify the Consultant in writing of that determination. The determination of sufficiency of the Consultant's corrective action plan shall be at the sole discretion of King County. D. Termination or Suspension. If the Consultant does not respond within the appropriate time with a corrective action plan, or the Consultant's corrective action plan is determined by the County to be insufficient, King County may terminate or suspend this Agreement in whole or in part. E. Withholding Payment. In addition, King County may withhold any payment to the Consultant or prohibit the Consultant from incurring additional obligations of funds until King County is satisfied that corrective action has been taken or completed; and F. Non-Waiver of Rights. Nothing herein shall be deemed to affect or waive any rights the parties may have to otherwise terminate this agreement. 7. Assignment. Consultant shall not assign any interest, obligation or benefit under or in this Agreement or transfer any interest in the same, whether by assignment or novation, without prior written consent of the County. If assignment is approved, this Agreement shall be binding upon and inure to the benefit of the successors of the assigning party upon the written agreement by assignee to assume and be responsible for the obligations and liabilities of the Agreement, known and unknown, and applicable law. 8. Indemnification to King County. Consultant shall protect, defend, indemnify, and hold harmless King County, its officers, employees and agents from any and all costs, claims, judgments, and/or awards of damages arising out of, or in any way resulting from the negligent act or omissions of Consultant, its officers, employees, and/or agents in connection with or in support of this Agreement. Consultant expressly agrees and understands that King County is a third-party beneficiary to its Agreement with Consultant and shall have the right to bring an action against Consultant to enforce the provisions of this paragraph. 9. Nondiscrimination and Payment of a Living Wage. The Consultant shall comply with all applicable federal, state and local laws regarding discrimination, including those set forth in this Section. A. Nondiscrimination. During performance of the Agreement, the Consultant shall not discriminate against any employee or applicant for employment because of the employee's or applicant's sex, race, color, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or expression or age except by minimum age and retirement provisions, unless based upon a bona fide occupational qualification. The Consultant will make equal employment opportunity efforts to ensure that applicants and employees are treated equitably, without regard to their sex, race, color, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or expression or age. Consultant shall additionally read and comply with all additional requirements set forth at: https://www.kingcounty.gov/depts/community-human- services/Agreements/regui rem ents.aspx. B. Payment of a Living Wage. In accordance with King County Living Wage Ordinance 17909, for Agreements for services with an initial or amended value of $100,000 or more, the Consultant shall pay, and require all Consultants to pay, a living wage to employees for each hour the employee performs a Measurable Amount of Work on this Agreement. The requirements of the ordinance, including payment schedules, are detailed at https://www.kingcounty.gov/depts/finance-business-operations/procurement/about- us/Living-Wage.aspx. Violations of this requirement may result in disqualification of the Consultant from bidding on or being awarded a County Agreement for up to two years; Contractual remedies including, but not limited to, liquidated damages and/or termination of the Agreement; remedial action as set forth in public rule; and other civil remedies and sanctions allowed by law. 10. Conflict of Interest. Entering into this Agreement requires that the Consultant agree to abide by certain provisions of the King County Employee Code of Ethics, including those relating to conflicts of interest and the employment of current or former County employees. A. Compliance with King County Code of Ethics. The Consultant shall comply with applicable provisions of King County Code (KCC) 3.04. Failure to comply with such requirements shall be a material breach of this Agreement, and may result in termination of this Agreement and subject the Consultant to the remedies stated in this Agreement, or otherwise available to the County at law or in equity. B. Penalties. The Consultant agrees, pursuant to KCC 3.04.060, that it will not willfully attempt to secure preferential treatment in its dealings with the County by offering any valuable consideration, thing of value or gift, whether in the form of services, loan, thing or promise, in any form to any county official or employee. The Consultant acknowledges that if it is found to have violated the prohibition found in this paragraph, its current Agreements with the county will be cancelled and it shall not be able to bid on any County Agreement for a period of two years. C. Former King County Employees. The Consultant acknowledges that, for one year after leaving King County employment, a former County employee may not have a financial or beneficial interest in a Agreement or grant that was planned, authorized, or funded by a King County action in which the former County employee participated during County employment. Consultant shall identify at the time of offer current or former County employees involved in the preparation of proposals or the anticipated performance of Work if awarded the Agreement. Failure to identify current or former County employees involved in this transaction may result in King County's denying or terminating this Agreement. After Agreement award, the Consultant is responsible for notifying King County's Project Manager of current or former County employees who may become involved in the Agreement any time during the term of the Agreement. 11. Equipment Purchase, Maintenance, and Ownership. A. Equipment Maintenance. The Consultant agrees that when Agreement funds are used to pay for all or part of the purchase costs of any equipment that costs $5,000 or more per item, and the purchase of such equipment is identified in an exhibit to this Agreement, such equipment is, upon the purchase or receipt, the property of King County and/or federal/state government. The Consultant shall be responsible for all proper care and maintenance of the equipment, including securing and insuring such equipment. B. Equipment Ownership. The Consultant shall ensure that all such equipment is returned to King County or federal/state government upon termination of this Agreement unless otherwise agreed upon by the parties. 12. Proprietary Rights. A. Ownership Rights of Materials Resulting from Agreement. Except as indicated below, the parties to this Agreement hereby agree that if any patentable or copyrightable material or article should result from the work described herein, all rights accruing from such material or article shall be the sole property of King County. To the extent that any rights in such materials vest initially with the Consultant by operation of law or for any other reason, the Consultant hereby perpetually and irrevocably assigns, transfers and quitclaims such rights to King County. King County agrees to and does hereby grant to the Consultant a perpetual, irrevocable, nonexclusive, and royalty-free license to use and create derivative works, according to law, any material or article and use any method that may be developed as part of the work under this Agreement. B. Ownership Rights of Previously Existing Materials. The Consultant shall retain all ownership rights in any pre-existing patentable or copyrightable materials or articles that are delivered under this Agreement, but do not originate from the work described herein. The Consultant agrees to and does hereby grant to King County a perpetual, irrevocable, nonexclusive, and royalty-free license to use and create derivative works, according to law, any pre-existing material or article and use any method that may be delivered as part of the work under this Agreement. C. Continued Ownership Rights. The Consultant shall sign all documents and perform other acts as King County deems necessary to secure, maintain, renew, or restore the rights granted to King County as set forth in this section. 13. Political Activity Prohibited. None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity or to further the election or defeat of any candidate for public office. 14. King County Recycled Product Procurement Policy. If paper copies are required, in accordance with KCC 18.20, the Consultant shall use recycled paper, and both sides of sheets of paper whenever practicable, when submitting proposals, reports, and invoices. 15. Services Provided in Accordance with Law and Rule and Regulation. The Consultant and any subcontractor agree to abide by the laws of the state of Washington, rules and regulations promulgated thereunder, and regulations of the state and federal governments, as applicable, which control disposition of funds granted under this Agreement, all of which are incorporated herein by reference. If there is an irreconcilable conflict between any of the language contained in any exhibit or attachment to this Agreement, the language in the Agreement shall control over the language contained in the exhibit or the attachment, unless the exhibit provision expressly indicates that it controls over inconsistent Agreement language. If there is conflict among requirements set forth in exhibits, language contained in the lower numbered exhibit shall control unless the higher numbered exhibit provision expressly indicates that it controls over inconsistent lower numbered exhibit language. 16. Applicable Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington. The venue for any action hereunder shall be in the Superior Court for King County, Washington. 17. No Other Third-Party Beneficiaries. Except for the parties to whom this Agreement is assigned in compliance with the terms of this Agreement, there are no third-party beneficiaries to this Agreement, other than King County, and this Agreement shall not impart any rights enforceable by any person or entity that is not a party hereto. 18. Subcontracting. A. Written Consent of the County. The Consultant shall not subcontract any portion of this Contract or transfer or assign any claim arising pursuant to this Contract without the written consent of the County. The County's consent must be sought in writing by the Consultant not less than 15 days prior to the date of any proposed subcontract. The rejection or approval by the County of any Subcontractor or the termination of a Subcontractor will not relieve Consultant of any of its responsibilities under the Contract, nor be the basis for additional charges to the County. In no event will the existence of the subcontract operate to release or reduce the liability of Consultant to the County for any breach in the performance of Consultant's duties. The County has no contractual obligations to any Subcontractor or vendor under contract to the Consultant. Consultant is fully responsible for all contractual obligations, financial or otherwise, to its Subcontractors. B. 'Subcontract" Defined: "Subcontract" shall mean any agreement between the Consultant and a subcontractor or between subcontractors that is based on this Contract, provided that the term "subcontract" does not include the purchase of (1) support services not related to the subject matter of this Contract, or (2) supplies. C. Required Clauses for Subcontracts: The Consultant shall include the terms of this Exhibit in every subcontract or purchase agreement for services that relate to the subject matter of this Contract. D. Required Language for Subcontracts: The Consultant shall include the following language verbatim in every subcontract for services which relate to the subject matter of this Contract: "Subcontractor shall protect, defend, indemnify, and hold harmless King County, its officers, employees and agents from any and all costs, claims, judgments, and/or awards of damages arising out of, or in any way resulting from the negligent act or omissions of subcontractor, its officers, employees, and/or agents in connection with or in support of this Contract. Subcontractor expressly agrees and understands that King County is a third-party beneficiary to its Contract with Contractor and shall have the right to bring an action against subcontractor to enforce the provisions of this paragraph." Signature: Lon I*aan Signature: LaihZig 1,'• Lori Hogan(Apr f75,202409:04 PDT) Ronald Lashley Jr.(Apr 16,20 412:43 PDT) Email: lhogan@kentwa.gov Email: parkscontracts@kentwa.gov Signature: Melissa McCormick(Apr 18,2024 08:52 PDT) Email: cityclerk@kentwa.gov Valley Cities KSAC Contract Final Audit Report 2024-04-18 Created: 2024-04-13 By: Cindy Robinson(Crobinson@kentwa.gov) Status: Signed Transaction ID: CBJCHBCAABAAfYwpw9JMNy7l3PTA94uPolgzgpBzmfof "Valley Cities KSAC Contract" History Document created by Cindy Robinson (Crobinson@kentwa.gov) 2024-04-13-1:37:42 AM GMT-IP address: 146.129.252.126 Document emailed to Ihogan@kentwa.gov for signature 2024-04-13-1:41:26 AM GMT Email viewed by Ihogan@kentwa.gov 2024-04-15-4:03:28 PM GMT-IP address: 104.47.65.254 do Signer Ihogan@kentwa.gov entered name at signing as Lori Hogan 2024-04-15-4:04:35 PM GMT-IP address: 146.129.252.126 �p Document e-signed by Lori Hogan (Ihogan@kentwa.gov) Signature Date:2024-04-15-4:04:37 PM GMT-Time Source:server-IP address: 146.129.252.126 Document emailed to Kent Parks (parkscontracts@kentwa.gov) for signature 2024-04-15-4:04:40 PM GMT Email viewed by Kent Parks (parkscontracts@kentwa.gov) 2024-04-16-7:39:36 PM GMT-IP address: 104.47.65.254 d4 Signer Kent Parks (parkscontracts@kentwa.gov) entered name at signing as Ronald Lashley Jr. 2024-04-16-7:43:26 PM GMT-IP address: 146.129.252.126 �p Document e-signed by Ronald Lashley Jr. (parkscontracts@kentwa.gov) Signature Date:2024-04-16-7:43:28 PM GMT-Time Source:server-IP address: 146.129.252.126 Document emailed to Shekh Ali (sali@valleycities.org)for signature 2024-04-16-7:43:31 PM GMT Email viewed by Shekh Ali (sali@valleycities.org) 2024-04-17-9:47:32 PM GMT-IP address: 104.47.51.126 Powered by Adobe ENT Acrobat Sign 650 Document e-signed by Shekh Ali (sali@valleycities.org) Signature Date:2024-04-17-10:13:46 PM GMT-Time Source:server-IP address:4.38.114.34 Document emailed to Julie Parascondola Qparascondola@kentwa.gov) for signature 2024-04-17-10:13:48 PM GMT Email viewed by Julie Parascondola Oparascondola@kentwa.gov) 2024-04-18-1:03:55 AM GMT-IP address:76.22.106.188 Document e-signed by Julie Parascondola Qparascondola@kentwa.gov) Signature Date:2024-04-18-1:04:12 AM GMT-Time Source:server-IP address:76.22.106.188 Document emailed to Kim Komoto (kkomoto@kentwa.gov)for signature 2024-04-18-1:04:14 AM GMT Email viewed by Kim Komoto (kkomoto@kentwa.gov) 2024-04-18-2:59:37 PM GMT-IP address: 104.47.65.254 140 Document e-signed by Kim Komoto (kkomoto@kentwa.gov) Signature Date:2024-04-18-2:59:55 PM GMT-Time Source:server-IP address: 146.129.252.126 Document emailed to cityclerk@kentwa.gov for signature 2024-04-18-2:59:57 PM GMT Email viewed by cityclerk@kentwa.gov 2024-04-18-3:03:34 PM GMT-IP address: 104.47.64.254 d4 Signer cityclerk@kentwa.gov entered name at signing as Melissa McCormick 2024-04-18-3:52:35 PM GMT-IP address: 146.129.252.126 Document e-signed by Melissa McCormick (cityclerk@kentwa.gov) Signature Date:2024-04-18-3:52:37 PM GMT-Time Source:server-IP address: 146.129.252.126 Q Agreement completed. 2024-04-18-3:52:37 PM GMT Powered by Adobe ` ENT Acrobat Sign