HomeMy WebLinkAboutCAG2024-499 - Original - Kent Senior Activity Center - SE 1 Support Senior Centers - 10/30/24 Docusign Envelope ID:3BCC2624-6C8E-44F9-87EC-F57BF50C2A62
KING COUNTY DEPARTMENT OF COMMUNITY AND HUMAN SERVICES CONTRACT
Contractor KENT SENIOR ACTIVITY CENTER
Contract Title SE 1 Support Senior Centers
Contract Amount $827,366
Contract Effective Date Date of last signature
Service Period From 07/01/2024 To 12/31/2026
UEI No. (if applicable) Tax ID 916001254
THIS CONTRACT No. 6458089 is entered into by KING COUNTY (the "County"), and Kent Senior
Activity Center (the "Contractor")whose address is 600 East Smith St, Kent, WA, 98030
WHEREAS, the County has been advised that the foregoing are the current funding sources, funding
levels and effective dates, and
WHEREAS, the County desires to have certain services performed by the Contractor as described in
this Contract,
NOW THEREFORE, in consideration of payments, covenants, and agreements hereinafter
mentioned, to be made and performed by the parties hereto, the parties mutually agree as follows.
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TABLE OF CONTENTS
1. Contract Services and Requirements, and Incorporated Statement of Works ..........................3
2. Contract Term.......................................................................................................................... 3
3. Compensation and Method of Payment ................................................................................... 3
4. Internal Control and Accounting System ..................................................................................3
5. Debarment and Suspension Certification .................................................................................4
6. Maintenance of Records ..........................................................................................................4
7. Evaluations and Inspections.....................................................................................................5
8. Compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) ...... 5
9. Financial Report Submission....................................................................................................6
10. Corrective Action...................................................................................................................... 7
11. Dispute Resolution...................................................................................................................8
12. Termination..............................................................................................................................8
13. Hold Harmless and Indemnification..........................................................................................9
14. Insurance Requirements........................................................................................................ 11
15. Assignment............................................................................................................................ 14
16. Subcontracting....................................................................................................................... 15
17. Nondiscrimination and Payment of a Living Wage ................................................................. 16
18. Code of Conduct.................................................................................................................... 17
19. Conflict of Interest.................................................................................................................. 17
20. Equipment Purchase, Maintenance, and Ownership.............................................................. 18
21. Proprietary Rights .................................................................................................................. 18
22. Political Activity Prohibited ..................................................................................................... 19
23. King County Recycled Product Procurement Policy............................................................... 19
24. Future Support....................................................................................................................... 19
25. Entire Contract....................................................................................................................... 19
26. Contract Amendments ........................................................................................................... 19
27. Notices................................................................................................................................... 19
28. Services Provided in Accordance with Law and Rule and Regulation .................................... 19
29. Applicable Law.......................................................................................................................20
30. No Third-Party Beneficiaries .................................................................................................. 20
31. Non-Waiver of Breach............................................................................................................ 20
32. Force Majeure........................................................................................................................ 20
33. Emergency Response Requirements.....................................................................................21
34. Equity, Racial and Social Justice Requirements..................................................................... 21
35. Contractor Certification .......................................................................................................... 23
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STANDARD TERMS AND CONDITIONS
1. Contract Services and Requirements, and Incorporated Statement of Works
The Contractor shall provide services and meet the requirements included in these Standard
Terms and Conditions and in the attached Statement of Work, Statement of Work(s), or
attachments each of which is incorporated herein by this reference:
2. Contract Term
The terms of this Contract shall become effective on the date of last signature and shall
terminate on 12/31/2026, unless extended or terminated earlier, pursuant to the terms and
conditions of the Contract. Contracted services, as described in the attached Statement of Work
may be compensated as outlined below beginning on 07/01/2024, (the "Service Period Start
Date").
3. Compensation and Method of Payment
A. Compensation:
The County shall compensate the Contractor for satisfactory completion of the services
and requirements as specified in this Contract and its attached Statement of Work.
B. Invoicing:
The Contractor shall submit invoices and all accompanying reports as specified in the
attached Statement of Work, including its final invoice and all outstanding reports. The
County shall endeavor to make payment not more than 30 days after a complete and
accurate invoice is received.
C. Final Invoice:
The Contractor shall submit its final invoice and all outstanding reports as specified in this
Contract and its attached Statement of Work. If the Contractor's final invoice and reports
are not submitted as required, the County will be relieved of all liability for payment to the
Contractor of the amounts set forth in the final invoice or any later invoice.
D. Reimbursement for Travel:
The Contractor shall not be reimbursed for travel unless otherwise specified within a
Statement of Work.
4. Internal Control and Accounting System
The Contractor 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 Contractor's form of doing business.
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5. 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 County. The Contractor, by
signature to this Contract, certifies that the Contractor is not currently debarred, suspended, or
proposed for debarment, by any Federal department or agency. The Contractor shall not enter
into a subcontract with a person or entity that is debarred, suspended, or proposed for
debarment. The Contractor shall notify 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/.
6. Maintenance of Records
A. Accounts and Records:
The Contractor shall maintain the following for a period of six years after termination of
this Contract: accounts and records, including personnel, property, financial,
programmatic records, and other such records the County may deem necessary to
ensure proper accounting and compliance with this Contract.
B. Nondiscrimination and Equal Employment Records:
In accordance with the nondiscrimination and equal employment opportunity
requirements set forth in Section 17. below, the Contractor shall maintain the following for
a period of six years after termination of this Contract:
i. Records of employment, employment advertisements, application forms, other data,
records, and information related to employment, applications for employment or the
administration or delivery of services or any other benefits under this Contract; and
H. Records, including written quotes, bids, estimates or proposals, submitted to the
Contractor 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 Contract, including employment records.
The County may visit the site of the work and the Contractor's office to review these
records. The Contractor shall provide all help requested by the County during such
visits and make the foregoing records available to the County for inspection and
copying. At all reasonable times, the Contractor shall provide to the County, the
state, and/or federal agencies or officials access to its facilities—including those of
any Subcontractor assigned any portion of this Contract in order to monitor and
evaluate the services provided under this Contract. The County will give reasonable
advance notice to the Contractor in the case of audits to be conducted by the
County. The Contractor 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 Contractor's address listed above, the
Contractor shall inform the County in writing of the location of its books, records,
documents, and other evidence for which review is sought, and shall notify the
County in writing of any changes in location within 10 working days of any such
relocation.
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7. 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 times to inspection, review, or audit by the County and/or federal/state
officials authorized by law during the performance of this Contract 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 Contractor 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 Contractor shall also be responsible for the maintenance and disposal of
such medical records.
C. Contract Monitoring:
The Contractor and the County shall engage in monitoring visits to assess the
Contractor's compliance with Contract requirements, quality, and practices. The County
will execute monitoring visits in accordance with the applicable frequency, as prescribed
by the controlling Statement of Work under this Contract. The Contractor shall cooperate
with the County and its agents to assess the Contractor's performance under this
Contract. At the request of the County, the Contractor 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. Performance, Measurement and Evaluation
The Contractor shall submit performance metrics and program data as set forth in
Statement of Work to this Contract. The Contractor shall participate in evaluation activities
as required by the County and shall make available all information required by any such
performance measurement and evaluation processes.
E. Unauthorized Disclosure:
The Contractor shall protect from unauthorized disclosure all information, records, and
data collected in connection with this Contract in accordance with applicable state and
federal law.
8. Compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA)
The Contractor shall not use protected health information created or shared under this Contract
in any manner that would constitute a violation of HIPAA and any regulations enacted pursuant
to its provisions. Contractor shall read and maintain compliance with all HIPAA requirements,
which can be found at https://www.kingcounty.gov/depts/community-human-
services/contracts/req u irements.aspx.
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9. Financial Report Submission
The Contractor is required to submit a financial reporting package as described in Subsections
A through C below. All required documentation shall be submitted via DCHS' Contract Lifecycle
Management system or email to KCCompliance a(�kingcounty.gov by the stated due date.
A. If the Contractor is a Non-Federal entity as defined in 2 Code of Federal Regulations
(CFR) Part 200.69 and expends $750,000 or more in Federal awards during its fiscal
year, then the Contractor shall meet the audit requirements in 2 CFR Part 200 Subpart F.
Audit packages are due to the County within nine months after the close of the
Contractor's fiscal year.
B. If the Contractor is a local government in the State of Washington and is not subject to the
requirements in Subsection A, the Contractor shall submit audited financial statements
that are in accordance with the Washington State Auditor's Office requirements. Financial
statement audits are due to the County within 150 days after the close of the Contractor's
fiscal year end as required by RCW 43.09.230.
C. If the Contractor is not subject to the requirements in Subsection A or B, the following
apply:
Entity Type Non-Profit For Profit
Gross Gross Revenue Gross Revenue Gross Revenue Gross Revenue
Revenue Under$3M on Over$3M on Under$3M on Over$3M on
average in the average in the average in the average in the
previous three previous three previous three previous three
fiscal years. fiscal years. fiscal years. fiscal years.
Required Form 990 Audited financial • Income tax Audited financial
Documentation within 30 statements return; and statements
days of its prepared by an • A full set of prepared by an
being independent annual independent
filed; and Certified Public internal Certified Public
• A full set of Accountant or financial Accountant or
annual Accounting Firm statements Accounting Firm
internal
financial
statements
Due Date Within 30 Within nine Within 30 Within nine
calendar days months calendar days months
from the forms following the from the forms following the
being filed. close of the being filed. close of the
Contractor's Contractor's
fiscal year. fiscal year.
D. Waiver:
A Contractor that is not subject to the requirements in Subsection A may, in extraordinary
circumstances, request, and in the County's sole discretion, be granted, a one-year
waiver of the audit requirements. Such requests are made to the County at:
KCCompliance(a)kingcounty.gov for review. If approved by the County, the Contractor
may substitute for the above requirements other forms of financial reporting or fiscal
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representation certified by the Contractor's Board of Directors, provided the Contractor
meets the following criteria:
i. Financial reporting and any associated management letter show no reportable
conditions or internal control issues; and
ii. There has been no turnover in key staff since the beginning of the period for which
the financial reporting was completed.
10. Corrective Action
If the County determines that the Contractor has failed to comply with any terms or conditions of
this Contract, or the Contractor has failed to provide in any manner the work or services (each a
"breach"), and if the County determines that the breach warrants corrective action, the following
procedure will apply:
A. Written Notification:
The County will notify the Contractor in writing of the nature of the breach.
B. Contractor's Corrective Action Plan:
The Contractor shall respond with a written corrective action plan within ten working days
of its receipt of such notification unless the 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 Contractor's response, unless
the County, at its sole discretion, specifies in writing an extension to complete the
corrective actions.
C. County's Determination of Corrective Action Plan Sufficiency:
The County will determine the sufficiency of the Contractor's proposed corrective action
plan, then notify the Contractor in writing of that determination. The determination of
sufficiency of the Contractor's corrective action plan shall be at the sole discretion of the
County.
D. Termination or Suspension:
If the Contractor does not respond within the appropriate time with a corrective action
plan, or the Contractor's corrective action plan is determined by the County to be
insufficient, the County may terminate or suspend this Contract in whole or in part
pursuant to Section 12.
E. Withholding Payment:
In addition, the County may withhold any payment to the Contractor or prohibit the
Contractor from incurring additional obligations of funds until the County is satisfied that
corrective action has been taken or completed.
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F. Non-Waiver of Rights:
Nothing herein shall be deemed to affect or waive any rights the parties may have
pursuant to Section 12, Subsections B, C, or D.
11. Dispute Resolution
The parties shall use their best, good-faith efforts to cooperatively resolve disputes and problems
that arise in connection with this Contract. Both parties will make a good faith effort to continue
without delay to carry out their respective responsibilities under this Contract while attempting to
resolve the dispute under this Section.
12. Termination
A. Termination for Convenience:
This Contract may be terminated by the County without cause, in whole or in part, at any
time during the term specified in Section 2. above, by providing the Contractor 30
calendar days advance written notice of the termination. The Contract may be suspended
by the County without cause, in whole or in part, at any time during the term specified in
Section 2. above, by providing the Contractor 30 calendar days advance written notice of
the suspension.
This Contract may be terminated by the Contractor without cause, in whole or in part, at
any time during the term specified in Subsection 2. above, by providing the other party 90
calendar days advance written notice of the termination.
B. Termination for Default:
The County may terminate or suspend this Contract, in whole or in part, upon seven
business days advance written notice if: (1) the Contractor breaches any duty, obligation,
or service required pursuant to this Contract and either (a)the corrective action process
described in Section 10. fails to cure the breach or (b) the County determines that
requiring a corrective action plan is impractical or that the duties, obligations, or services
required herein become impossible, illegal, or not feasible. If the Contract is terminated by
the County pursuant to this Subsection 12.B., the Contractor shall be liable for damages,
including any additional costs of procuring similar services from another source.
If the termination results from acts or omissions of the Contractor, including but not limited
to misappropriation, nonperformance of required services, or fiscal mismanagement, the
Contractor shall return to the County immediately any funds, misappropriated or
unexpended, that have been paid to the Contractor by the County.
C. Termination for Non-Appropriation:
If expected or actual funding is withdrawn, reduced, or limited in any way prior to the
termination date set forth above in Section 2., the County may, upon seven business days
advance written notice to the Contractor, terminate or suspend this Contract in whole or in
part.
If the Contract is terminated or suspended as provided in this Subsection 12.C.: (1) the
County will be liable only for payment in accordance with the terms of this Contract for
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services rendered prior to the effective date of termination or suspension; and (2) the
Contractor shall be released from any obligation to provide such further services pursuant
to the Contract as are affected by the termination or suspension.
Funding or obligation under this Contract beyond the current appropriation year is
conditional upon appropriation by the County Council and/or other identified funding
source(s) of sufficient funds to support the activities described in the Contract. If such
appropriation is not approved, this Contract will terminate at the close of the current
appropriation year. The current funding sources associated with this Contract are
specified on page one.
If the Contract is suspended as provided in this Section, the County may provide written
authorization to resume activities.
D. Non-Waiver of Rights:
Nothing herein shall limit, waive, or extinguish any right or remedy provided by this
Contract or by law or equity that either party may have if any of the obligations, terms, and
conditions set forth in this Contract are breached by the other party.
13. Hold Harmless and Indemnification
A. Duties as Independent Contractor:
In providing services under this Contract, the Contractor is an independent contractor,
and neither it nor its officers, agents, or employees are employees of the County for any
purpose. The Contractor shall be responsible for all federal and/or state tax, industrial
insurance, and Social Security liability that may result from the performance of and
compensation for these services and shall make no claim of career service or civil service
rights which may accrue to a County employee under state or local law.
The County assumes no responsibility for the payment of any compensation, wages,
benefits, or taxes, by, or on behalf of the Contractor, its employees, and/or others by
reason of this Contract.
The Contractor shall protect, indemnify, defend, and save harmless the County, its
officers, agents, and employees from and against any and all claims, costs, and/or losses
whatsoever occurring or resulting from (1)the Contractor's failure to pay any such
compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor of
work, services, materials, or supplies by Contractor employees or other suppliers in
connection with or support of the performance of this Contract.
B. Contractor's Duty to Repay County:
The Contractor is financially responsible for and shall repay the County all indicated
amounts following an audit exception which occurs due to the negligence, intentional act,
and/or failure, for any reason, to comply with the terms of this Contract, by the Contractor,
its officers, employees, agents, and/or representatives. This duty to repay the County
shall not be diminished or extinguished by the termination of the Contract.
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C. Contractor Indemnifies County:
To the maximum extent permitted by law, the Contractor shall protect, defend, indemnify,
and save harmless the 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 acts or omissions of the Contractor, its officers, employees, Subcontractors
and/or agents, in its performance or non-performance of its obligations under this
Contract. The Contractor's obligations under this Subsection 13.C. shall extend to any
claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or
agents. For this purpose, the Contractor, by mutual negotiation, hereby waives, as
respects the County only, any immunity that would otherwise be available against such
claims under any industrial insurance act, including Title 51 RCW, other Workers'
Compensation act, disability benefit act, or other employee benefit act of any jurisdiction
which would otherwise be applicable in the case of such claim. In addition, the Contractor
shall protect and assume the defense of the County and its officers, agents, and
employees in all legal or claim proceedings arising out of, in connection with, or incidental
to its indemnity obligation; and shall pay all defense expenses, including reasonable
attorney's fees, expert fees, and costs incurred by the County on account of such litigation
or claims. If the County incurs any judgment, award, and/or cost arising therefrom
including reasonable attorneys' fees to enforce the provisions of this article, all such fees,
expenses, and costs shall be recoverable from the Contractor.
D. County Indemnifies Contractor:
To the maximum extent permitted by law, the County shall protect, defend, indemnify, and
save harmless the Contractor, 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 acts or omissions of the County, its officers, employees, and/or agents, in its
performance and/or non-performance of its obligations under this Contract. The County's
obligations under this Subsection 13.D. extend to any claim, demand, and/or cause of
action brought by, or on behalf of, any of its employees or agents. For this purpose, the
County, by mutual negotiation, hereby waives, as respects the Contractor only, any
immunity that would otherwise be available against such claims under the Industrial
Insurance provisions of Title 51 RCW. In the event the Contractor incurs any judgment,
award, and/or cost arising therefrom including reasonable attorneys' fees to enforce the
provisions of this article, all such fees, expenses, and costs shall be recoverable from the
County.
E. Intellectual Property Infringement:
For purposes of this Subsection 13.E., claims shall include, but not be limited to,
assertions that use or transfer of software, book, document, report, film, tape, or sound
reproduction or material of any kind, delivered hereunder, constitutes an infringement of
any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade
practice.
The indemnification, protection, defense, and save harmless obligations contained herein
shall survive the expiration, abandonment, or termination of this Contract.
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14. Insurance Requirements
Contractor shall provide evidence of the insurance required under this Contract, including a
Certificate of Insurance and endorsements covering King County as additional insured for full
coverage and policy limits within 30 calendar days of Contract execution. Evidence of insurance
and endorsements shall be submitted via DCHS' Contract Lifecycle Management system or
email to DCHSContracts(cDkingcounty.gov. The Contractor may request additional time to
provide the required documents by emailing DCHSContracts(a)_kingcounty.gov. Extensions will
be granted at the sole discretion of the County. All evidence of insurance shall be signed by a
properly authorized officer, agent, general agent, or qualified representative of the insurer(s),
shall certify the name of the insured(s), the type and amount of insurance, the inception and
expiration dates, contract number, and shall state that the County shall receive notice at least
thirty (30) days prior to the effective date of any cancellation, lapse, or material change in the
policy. Similar documentation confirming renewal of required insurance shall be provided on
each insurance renewal date.
In the event of a loss, the County reserves the right to require complete, certified copies of all
required insurance policies, including endorsements and riders, which may be redacted of any
confidential or proprietary information. Contractor shall deliver such policies to the County within
five (5) business days of County's request.
County's receipt or acceptance of Contractor's evidence of insurance at any time without
comment or objection, or County's failure to request certified copies of such insurance, does not
waive, alter, modify, or invalidate any of the insurance requirements set forth in this Section or,
consequently, constitute County's acceptance of the adequacy of Contractor's insurance.
Unless otherwise provided in a Statement of Work to this Contract, the Contractor shall
purchase and maintain, at its sole cost and expense, the minimum insurance set forth below. By
requiring such minimum insurance, County does not and shall not be deemed or construed to
have assessed the risks that may be applicable to Contractor, or any Subcontractor, under this
Contract, or in any way limit County's potential recovery to insurance limits required hereunder.
To the contrary, this Contract's insurance requirements may not in any way be construed as
limiting any potential liability to County or County's potential recovery for Contractor. Contractor
shall assess its own risks and if it deems appropriate and/or prudent, maintain greater limits
and/or broader coverage.
Nothing contained within these insurance requirements shall be deemed to limit the scope,
application, and/or limits of the coverage afforded, which coverage shall apply to each insured
to the full extent provided by the terms and conditions of the policy(s).
Each insurance policy shall be written on an "occurrence" basis/form; excepting insurance for
Professional Liability (Errors and Omissions), and/or Cyber Liability (Technology Errors and
Omissions) required by this Contract is acceptable on a "claims made" basis/form. If coverage is
approved and purchased on a "claims made" basis/form, the coverage provided under that
insurance shall be maintained through: (i) consecutive policy renewals for not less than three (3)
years from the date of the work which is subject to this Contractor or, if such renewals are
unavailable, (ii) the purchase of a tail/extended reporting period for not less than three (3) years
from the date of completion of the work which is subject of this Contract. All insurance written on
a "claims made" basis/form must have its policy inception or retroactive date be no later than the
effective date of the Contract, unless otherwise approved in writing by the County's Risk
Management Office.
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A. Minimum Scope and Limits of Insurance
The Contractor shall maintain the following types of insurance and minimum insurance
limits:
i. Commercial General Liability: $1,000,000 per occurrence and $2,000,000 in the
aggregate for bodily injury, personal and advertising injury and property damage.
Coverage shall be at least as broad as that afforded under ISO form number CG 00
01 current edition, or its substantive equivalent. Such insurance shall include
coverage for, but not limited to premises liability, products and completed
operations, ongoing operations, and contractual liability. Limits may be satisfied by
a single primary limit or by a combination of separate primary and umbrella or
excess liability policies, provided that coverage under the latter shall be at least as
broad as that afforded under the primary policy and satisfy all other requirements
applicable to liability insurance including but not limited to additional insured status
for the County with the use of an umbrella or excess liability policy, which is at least
as broad as the underlying policy. If the scope of services involves activities with
minors, such policy shall include sexual assault and misconduct coverage.
ii. Professional Liability (Errors and Omissions): $1,000,000 per claim and in the
aggregate. In the event that services delivered pursuant to this Contract either
directly or indirectly involve or require professional services, Professional Liability
(Errors and Omissions) coverage shall be provided. "Professional Services," for the
purpose of this Contract Section, shall mean any services provided by a licensed
professional or those services that require professional standards of care.
iii. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury
and property damage. In the event that services delivered pursuant to this Contract
involve the transportation of clients by Contractor personnel in Contractor-owned
vehicles or non-owned vehicles, the limit shall be no less than $3,000,000
combined single limit per accident for bodily injury and property damage. Insurance
Services Office form number (CA 00 01) covering BUSINESS AUTO COVERAGE,
symbol 1 "any auto"; or the appropriate coverage provided by symbols 2, 7, 8, or 9.
Limits may be satisfied by a single primary limit or by a combination of separate
primary and umbrella or excess liability policies, provided that coverage under the
latter shall be at least as broad as that afforded under the primary policy.
iv. Workers Compensation: Statutory requirements of the State of residency.
V. Employers Liability or"Stop Gap" coverage: $1,000,000 each occurrence and shall
be at least as broad as the protection provided by the Workers Compensation
policy Part 2 (Employers Liability), or, in monopolistic states, the protection provided
by the "Stop Gap" endorsement to the Commercial General Liability policy.
vi. Cyber Liability (Technology Errors and Omissions): For contracts involving software
or technology where data breach or exposure to personal and/or confidential
information could impact the Contractor or County, Contractor shall provide Cyber
Liability (Technology Errors and Omissions) coverage with a limit no less than
$1,000,000 per claim or occurrence and in the aggregate. Coverage shall include
loss resulting from data security/privacy breach, or other unauthorized access or
related violations including identity fraud and privacy law violations, denial of
service attacks, introduction of virus and malicious code, extortion, dissemination or
destruction of electronic data, business interruption, privacy law violations,
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disclosure of non-public, personal or confidential information, identity fraud, loss of
income due to system crashes, breach of contract, and acts by rogue employees.
Coverage shall include notification and other expenses incurred in remedying a
privacy breach as well as costs to investigate and restore data.
vii. Crime Insurance: Contractors handling County funds or assets, (i.e., Contractors
providing rental assistance or distributing gift cards on behalf of the County), shall
maintain Crime Insurance with limits to cover the maximum amount of risk at any
one time; or a total of one year's receipts or similar measure of exposure. Coverage
for Fidelity, Theft, Disappearance, Destruction Liability, and Employee Dishonesty
shall be included. Coverage shall include `Joint Loss Payable' ISO form CR 20 15
10/10 or equivalent; and `Provide Required Notice of Cancellation to Another Entity'
ISO form CR 20 17 10/10.
viii. Depending on the Contractor's scope of work, other insurance types or limits may
apply to this Contract. Specific coverage and limit requirements can be found by
visiting Insurance Requirements - King County.
ix. Municipal or State Agencies: If the Contractor is a Municipal Corporation, an
agency of the State of Washington, or any other Public Agency and is self-insured
for any of the above insurance requirements, a letter of self-insurance shall be
attached and be incorporated by reference and shall constitute compliance with all
or a portion of this Section.
B. Other Insurance Provisions and Requirements
All insurance policies purchased and maintained by the Contractor required in this
Contract shall contain, or be endorsed to contain the following provisions:
With respect to all liability policies except Professional Liability (Errors and Omissions),
and Workers' Compensation:
i. The County, its officials, employees, and agents shall be covered as additional
insured for full coverage and policy limits as respects liability arising out of activities
performed by or on behalf of the Contractor, its agents, representatives, employees,
or Subcontractor(s) in connection with this Contract. Additional Insured status shall
include products-completed operations CG 20 10 11/85 or its substantive
equivalent. The County requires a copy of the additional insured endorsement(s).
With respect to all liability policies (except Workers' Compensation):
i. Coverage shall be primary insurance as respects the County, its officials,
employees, and agents. Any insurance and/or self-insurance maintained by the
County, its officials, employees, or agents shall not contribute with any
Contractor's or Subcontractor's insurance or benefit the Contractor or any
Subcontractor, or their respective insurers in any way.
ii. Insurance shall expressly state that it applies separately to each insured and
additional insured against whom a claim is made and/or lawsuit is brought, except
with respect to the limits of insurer's liability.
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C. Deductibles and Self-Insured Retentions: Any deductible and/or self-insured retention of
the policies shall not apply to the Contractor's liability to the County and shall be the sole
responsibility of the Contractor or its Subcontractor.
D. Acceptability of Insurers: Insurance coverage is to be placed with insurers with an A.M.
Best rating of no less than A:VIII, or, if not rated with an A.M. Best, with minimum surplus
equivalent of an A.M. Bests' surplus size VIII.
Professional Liability (Errors and Omissions) insurance coverage may be placed with
insurers with an A.M. Bests' rating of B+:VII. Any exception must be approved by the
County.
If at any time any of the foregoing policies fail to meet minimum requirements, the
Contractor shall, upon notice to that effect from the County, promptly obtain a new policy,
and shall submit the same to the County, with the appropriate certificates and
endorsements, for approval.
E. Subcontractors: Contractor shall include all Subcontractors as insureds under its policies
or, alternatively, the Contractor must require each of its Subcontractors to procure and
maintain appropriate and reasonable insurance coverage and insurance limits to cover
each of the Subcontractor's liabilities given the Subcontractor's scope of work and the
services being provided herein. To the extent reasonably commercially available,
insurance maintained by any Subcontractor must comply with the specified requirements
of this Section (inclusive) above, including the requirement that all liability insurance
policies (except Professional Liability and Workers Compensation) provided by the
Subcontractor(s) must include County, its officials, agents and employees as additional
insured for full coverage and policy limits. Contractor is obligated to require and verify that
each Subcontractor maintains the required insurance and ensure County is included as
additional insured. Upon request by the County, and within five (5) business days,
Contractor must provide evidence of each Subcontractor(s) insurance coverage, including
endorsements.
F. Waiver: A Contractor may request a waiver or reduction of one or more of the insurance
requirements if the insurance requirement is not applicable to the Contractor's scope of
work. Such requests shall be made to the County at: KCCompliance(akingcounty.gov for
review. All waiver request approvals or denials are in the County's sole discretion to be
granted. If approved by the County, the Contractor shall still provide proof of and hold all
other required provisions as stated above.
15. Assignment
Contractor shall not assign any interest, obligation, or benefit under or in this Contract or
transfer any interest in the same, whether by assignment or novation, without prior written
consent of the County. If assignment is approved, this Contract 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 Contract, known and
unknown, and applicable law.
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16. Subcontracting
A. Written Consent of the County:
The Contractor 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 retains the right to review any proposed subcontracts related to the performance
of the activities outlined in the attached Statement of Work. The County's consent must
be sought in writing by the Contractor 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 Contractor 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 Contractor to the County for any breach in the performance of Contractor's duties.
The County has no contractual obligations to any Subcontractor or vendor under contract
to the Contractor. Contractor is fully responsible for all contractual obligations, financial or
otherwise, to its Subcontractors.
B. "Subcontract" Defined:
"Subcontract" shall mean any agreement between the Contractor 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 Contractor shall include Section 4, 5, 6, 7, 8, 10, 15, 16, 17, 18, 19, 20, 21, 22, 28,
29, and 30 in every subcontract or purchase agreement for services that relate to the
subject matter of this Contract.
D. Required Language for Subcontracts:
The Contractor 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
elected and appointed officials, 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."
E. A person who serves as an instructor or class leader for programming for the contractor
will not be considered a subcontractor for purposes of this contract. Nothwithstanding any
provision to the contrary, such instructor must receive less than $12,000 annually from the
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contractor for services rendered. It is the responsibility of the contractor to know when an
instructor has crossed the threshold to be considered a subcontractor instead of an
instructor for purposes of this contract.
Any person providing instruction and paid through this contractor must sign and agree:
Instructor shall protect, defend, indemnify, and hold harmless King County, its elected and
appointed officials, 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 the instructor in connection with or in support of this
Contract. Instructor 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 Instructor to enforce the provisions of this paragraph. Instructor agrees 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 Contract, all of which are incorporated herein by
reference.
17. Nondiscrimination and Payment of a Living Wage
A. The Contractor shall comply with all applicable federal, state, and local laws regarding
discrimination, including those set forth in this Section.
B. Nondiscrimination:
During performance of the Contract, the Contractor 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 Contractor 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, age except by
minimum age and retirement provisions, status as a family caregiver, military status or
status as a veteran who was honorably discharged or who was discharged solely as a
result of the person's sexual orientation or gender identity or expression. Contractor shall
additionally read and comply with all additional requirements set forth at:
https://www.kingcountV.gov/depts/community-human-
servi ces/contracts/req u i re m e nts.aspx.
C. Payment of a Living Wage:
In accordance with King County Living Wage Ordinance 17909, for contracts for services
with an initial or amended value of$100,000 or more, the Contractor shall pay, and
require all Subcontractors to pay, a living wage to employees for each hour the employee
performs a Measurable Amount of Work on this Contract. The requirements of the
ordinance, including payment schedules, are detailed at
https://www.kingcountV.gov/depts/finance-business-operations/procurement/about-
us/Living-Wage.aspx.
Violations of this requirement may result in disqualification of the Contractor from bidding
on or being awarded a County contract for up to two years; contractual remedies
including, but not limited to, liquidated damages and/or termination of the Contract;
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remedial action as set forth in public rule; and other civil remedies and sanctions allowed
by law.
18. Code of Conduct
DCHS is committed to providing an inclusive, welcoming, supportive, and safe environment for
all to feel respected, valued, and empowered. The Contractor shall, while performing the work
as described in the attached Statement of Work, interact with the community being served and
the County's employees in a respectful manner.
The County and Contractor shall refrain from engaging in any conduct that communicates a
hostile, demeaning, or unwelcome message. Such prohibited conduct can be either verbal or
nonverbal and includes, but is not limited to microaggressions, deliberate misgendering, slights,
and other conduct that could cause harm. The Contract may be subject to termination under
Subsection 12.13. as a result of any violation of this Section by providing the other party 30
calendar days advance written notice of the termination.
19. Conflict of Interest
Entering into this Contract with the County requires that the Contractor 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 Contractor 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 Contract and
may result in termination of this Contract and subject the Contractor to the remedies
stated in this Contract, or otherwise available to the County at law or in equity.
B. Penalties:
The Contractor acknowledges and 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 Contractor
acknowledges that if it is found to have violated the prohibition found in this paragraph, its
current contracts with the County will be cancelled and it shall not be able to bid on any
County contract for a period of two years.
C. Former King County Employees:
The Contractor acknowledges that, for one year after leaving County employment, a
former County employee may not have a financial or beneficial interest in a contract or
grant that was planned, authorized, or funded by a County action in which the former
County employee participated during County employment. Contractor 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 Contract. Failure to identify current
or former County employees involved in this transaction may result in the County's
denying or terminating this Contract. After Contract award, the Contractor is responsible
for notifying the County's Project Manager of current or former County employees who
may become involved in the Contract at any time during the term of the Contract.
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20. Equipment Purchase, Maintenance, and Ownership
A. Equipment Maintenance:
The Contractor agrees that when Contract 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 a Statement of Work to this Contract, such equipment is,
upon the purchase or receipt, the property of the County and/or federal/state government.
The Contractor shall be responsible for all proper care and maintenance of the
equipment, including securing and insuring such equipment.
B. Equipment Ownership:
The Contractor shall ensure that all such equipment is returned to the County or
federal/state government upon termination of this Contract unless otherwise agreed upon
by the parties.
C. Continue Ownership Rights
The Contractor and County shall mutually agree to sign all documents and perform other
acts necessary to secure, maintain, renew, or restore the rights granted to the County as
set forth in this section.
21. Proprietary Rights
A. Ownership Rights of Materials Resulting from Contract:
Except as indicated below or as described in a Statement of Work, the parties to this
Contract 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 the County. To the extent that any rights in such materials vest
initially with the Contractor by operation of law or for any other reason, the Contractor
hereby perpetually and irrevocably assigns, transfers, and quitclaims such rights to the
County. The County agrees to and does hereby grant to the Contractor 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 Contract.
B. Ownership Rights of Previously Existing Materials:
The Contractor shall retain all ownership rights in any pre-existing patentable or
copyrightable materials or articles that are delivered under this Contract, but do not
originate from the work described herein. The Contractor agrees to and does hereby grant
to the 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 Contract.
C. Continued Ownership Rights:
The Contractor shall sign all documents and perform other acts as the County deems
necessary to secure, maintain, renew, or restore the rights granted to the County as set
forth in this Section.
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22. Political Activity Prohibited
None of the funds, materials, property, or services provided directly or indirectly under this
Contract shall be used for any partisan political activity or to further the election or defeat of any
candidate for public office.
23. King County Recycled Product Procurement Policy
If paper copies are required, in accordance with KCC 18.20, the Contractor shall use recycled
paper, and both sides of sheets of paper whenever practicable, when submitting proposals,
reports, and invoices.
24. Future Support
The County makes no commitment to support contracted services and assumes no obligation
for future support of the contracted activity(-ies), except as expressly set forth in this Contract.
25. Entire Contract
The parties agree that this Contract is the complete expression of the described subject matter,
and any oral or written representations or understandings not incorporated herein are excluded.
Both parties recognize that time is of the essence in the performance of this Contract.
26. Contract Amendments
Either party may request changes to this Contract. Proposed changes that are mutually agreed
upon shall be incorporated only by written amendments to this Contract.
27. Notices
Whenever this Contract provides for notice by one party to another, such notice shall be in
writing and directed to each party's contact representative as identified in the contract record in
DCHS' Contract Lifecycle Management system. Any time within which a party must take some
action shall be computed from the date that any associated required notice is received by that
party.
28. Services Provided in Accordance with Law and Rule and Regulation
The Contractor 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, including performing background checks required by law, which
control disposition of funds granted under this Contract, all of which are incorporated herein by
reference.
If there is an irreconcilable conflict between any of the language contained in any Statement of
Work or attachment to this Contract, the language in the Contract shall control over the
language contained in the Statement of Work or the attachment, unless the Statement of Work
provision expressly indicates that it controls over inconsistent contract language. If there is
conflict among requirements set forth in Statement of Work, language contained in the lower
numbered Statement of Work shall control unless the higher numbered Statement of Work
provision expressly indicates that it controls over inconsistent lower numbered Statement of
Work language.
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29. Applicable Law
This Contract 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.
30. No Third-Party Beneficiaries
Except for the parties to whom this Contract is assigned in compliance with the terms of this
Contract, there are no third-party beneficiaries to this Contract, and this Contract shall not
impart any rights enforceable by any person or entity that is not a party hereto.
31. Non-Waiver of Breach
Waiver of any default shall not be deemed to be a waiver of any subsequent default. No action
or failure to act by the County shall constitute a waiver of any right or duty afforded to the
County under the Contract; nor shall any such action or failure to act by the County modify the
terms of the Contract or constitute an approval of, or acquiescence in, any breach hereunder,
except as may be specifically stated by the County in writing.
32. Force Majeure
"Force Majeure" means an event or events beyond the parties' reasonable control, incurred not
as a product or result of the negligence of the afflicted party, and which have a materially
adverse effect on the ability of such party to perform its obligations as detailed in this Contract.
Force Majeure events may include but are not limited to: Acts of God or Nature; war; civil,
military, public, or industrial disturbances; acts or threats of terrorism; epidemics, fire, flood, or
other casualty; labor difficulties, shortages of labor or materials or equipment; government
regulations; delay by government or regulatory agencies; shutdowns for purpose of emergency
repairs, and/or unusually severe weather.
A. No Breach if Force Majeure Applies:
Neither party shall be considered in breach of this Contract to the extent that performance
of their respective obligations is prevented by a Force Majeure event upon giving notice
and reasonably full particulars to the other party.
B. Duty to Minimize Disruption and Give Notice:
Parties maintain an express duty to minimize the disruption caused by Force Majeure,
and shall, as soon as reasonably practicable, give notice to the other party of the nature
and impact of the Force Majeure. Irrespective of any extension of time, if the effect of an
event or series of events continues for a period of 180 days, either the County or the
Contractor may give to the other a notice of suspension or termination.
C. Extension of Time:
Should Force Majeure events delay the Contractor's completion of the deliverables and
performance commitments, the Contractor may be entitled to an extension for the time for
completion. Any extension must be approved in writing by the County.
D. Suspending Performance:
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Should a Force Majeure event prevent the Contractor from completing deliverables or
performing commitments in this Contract, the completion or performance shall be
suspended only for the time and to the extent commercially practicable to restore normal
operations. Further, the Contractor and the County shall endeavor to continue to perform
their contractual obligations to the extent reasonably practicable and will work to adjust
deliverables or performance commitments as needed to continue the provision of services
during the Force Majeure event. Contractor may be reimbursed for any costs incurred
mitigating adverse impacts of the Force Majeure and may be compensated for any partial
work that has been completed.
33. Emergency Response Requirements
Within three months of the execution of this Contract, the Contractor shall prepare and make
available to the County upon request, the necessary plans, procedures, and protocols to:
A. Respond to and recover from a natural disaster or major disruption to Contractor operations
such as a work stoppage.
B. Continue operations during a prolonged event such as a pandemic.
If the Contractor does not have any such plan as of the start of this Contract, the Contractor
may request (1) an extension of the time needed to create a plan, and (2) for assistance
from the County in preparing such a plan.
At a minimum, any plans, procedures, or protocols described in this Section must include
how the Contractor plans to continue to provide the services described in or funded by this
Contract.
34. Equity, Racial and Social Justice Requirements
A. Accessibility
The Contractor shall evaluate and modify the way in which it provides services so that
services are accessible to people with disabilities. Evaluations and modifications shall be
consistent with the requirements of the Washington State Law Against Discrimination
(RCW 49.60), the Americans with Disabilities Act (ADA), and other applicable statutes.
B. Culturally and linguistically relevant services
The Contractor shall evaluate and modify the way it provides services so that services are
culturally and linguistically relevant to Participants. Where possible, the Contractor shall
offer a linguistic match of staff who speak the Participant's home language. When a
linguistic match is not available or declined by the Participant, the Contractor shall provide
interpretation services at no cost to the Participant.
C. Self-Assessment
The Contractor shall conduct self-assessments, including obtaining input from culturally
diverse populations of both Participants and non-Participants, to determine how effectively
the Contractor is delivering services funded under this Contract in a culturally and
linguistically appropriate manner.
D. Ongoing Education
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The Contractor shall create or otherwise make available opportunities to ensure its staff
participates in continuing education regarding equity and social justice each year. Staff
participation in equity, racial and social justice education shall be documented in writing.
E. Subcontractors and Third Parties
The Contractor shall exercise all due care and diligence and take all reasonable steps to
ensure the values, conduct, and associations of any subcontractors or third parties
delivering services to participants do not conflict with the work described in this Contract,
or King County's prioritization of racial equity and social justice.
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35. Contractor Certification
By signing this Contract, the Contractor certifies that, in addition to agreeing to the terms and
conditions provided herein, it has read and understands the contracting requirements on the
DCHS website at https://www.kinqcounty.gov/depts/community-human-
services/contracts/requirements.aspx and shall comply with all of the contract terms and
conditions detailed on that site, including, but not limited to, Equity and Social Justice,
applicable Emergency Response, Equal Opportunity Employment (EEO)/Nondiscrimination,
HIPAA, Insurance, and Credentialing requirements.
IN WITNESS WHEREOF, the parties hereby agree to the terms and conditions of this Contract:
KING COUNTY KENT SENIOR ACTIVITY CENTER
DocuSigned by: DocuSigned by:
5 F91822B3ABC24AB... 14 2
FOR King County Executive Signature
Dana Ralph
Name
10/16/2024
10/30/2024
Date Date
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STATEMENT OF WORK (SOW)
KENT SENIOR ACTIVITY CENTER
SE 1 SUPPORT SENIOR CENTERS
SERVICE PERIOD: 07/01/2024— 12/31/2026
I. OVERVIEW
The Contractor shall provide oversight, coordination, and implementation of the Kent Senior
Activity Center described further below. The total amount of reimbursement pursuant to this
Contract shall not exceed $827,366 for the Service Period noted above as shown in the funding
table below.
Funding for investment in this program is provided by the Veterans, Seniors, and Human Services
Levy managed by the Adult Services Division (ASD) of King County's Department of Community
and Human Services (DCHS), which has the responsibility for monitoring and achieving the overall
outcomes. Ongoing funding for the full services period shall be contingent on the Contractor's
implementation of the program as described, timely achievement of the Contract Milestones
outlined below, continued funding availability, and other contractual requirements contained in this
SOW.
VSHSL Strategy# and Name Funding Period Fund Source Funding
Allocation
7/1/2024— 12/31/2024 VSHSL Fund - Seniors $162,229
Social Engagement
1/1/2025— 12/31/2025 VSHSL Fund - Seniors $324,457
SE 1: Support Senior Centers
1/1/2026— 12/31/2026 VSHSL Fund - Seniors $340,680
TOTAL BUDGET $827,366
II. DEFINITIONS
Below are common terms used throughout this SOW and their definitions.
A. Deliverable means the work product and other output of the services and Program
Activities required to be delivered by the Contractor as part of the performance of this
Contract, as specified in the relevant section below.
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B. Milestone means a scheduled event signifying the provision of a Deliverable or a set of
related Deliverables, occurrence of an event, or completion of a task, activity, or service by
the identified date as specified in the relevant section below.
C. Performance Measurement (PM) Plan means the written details of the way King County
and the Contractor shall measure and monitor the Contractor's program performance
during the contract term. The PM Plan shall include specific measures, data elements, and
reporting cycles and activities to review the data and support continuous quality
improvement. The PM Plan may include performance targets, additional evaluation
activities, such as focus groups or surveys, and/or more rigorous evaluation projects.
D. Program Activities means all of the services to be performed by the Contractor as set
forth in Section IV, Scope of Work.
E. Service Period means the period of time during which Contractor shall be paid, funded, or
reimbursed according to the terms and conditions of this Contract. If no other date is listed
in this SOW, the Service Period shall begin when this Contract becomes effective, which is
the last date of signature of the Contract.
F. Race, Age, Diversity, and Inclusion Opportunities (RADIO): RADIO provides capacity-
building opportunities to individual Senior Centers as well as the King County Senior
Center Network as a whole, to recognize the unique needs of each organization in
becoming more welcoming and inclusive spaces that celebrate diversity, and in cultivating
strong, mutually respectful, and intercultural partnerships. RADIO recognizes the important
intersection of racism and ageism and is grounded in the understanding that systemic
oppression historically and currently works to favor some and disfavor others based on
race.
G. ASD VSHSL Specific Definitions
1. DCHS web-referenced definitions for the following terms used within this Scope of
Work can be found at https://kingcountV.gov/VSHSL-definitions.
a. Caregiver
b. Implementation Plan
c. Senior
d. Senior Hub
2. Definitions for the following terms used within this Scope of Work can be found in the
VSHSL Implementation Plan at King County VSHSL Implementation Plan.
a. Social Engagement
III. PROGRAM PURPOSE
King County's overarching goal is to ensure that all people, regardless of who they are and where
they live, have the opportunity to thrive, with full and equal access to opportunities, power, and
resources. The Adult Services Division, in its partnership with the Contractor, shares a
commitment to contributing to community-level change and individual-level impact in the following
areas:
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A. Social Engagement
The activities outlined in this SOW are being contracted for the following purpose:
To establish the King County Senior Center Network (KCSCN) by providing foundational support
to a network of inclusive, vibrant individual Senior Centers and Senior Centers acting as individual
or partner Senior Hubs.
Senior Centers provide essential programs, services, and Social Engagement opportunities that
allow Seniors to age with full and equal access to options for happy and healthy living.
The purpose of the KCSCN is to strengthen King County's ability to provide the diversity of
Seniors in King County opportunities to be socially engaged. The KCSCN achieves this purpose
through collaborations, partnerships leveraging of funds, opportunities for trainings sponsored by
DCHS, and facilitated connections to other County services.
Accordingly, the parties shall work together to perform, report, and monitor the services described
in this SOW in a manner that contributes to the goals of the County described herein.
IV. SCOPE OF WORK
To meet the purpose stated above, the Contractor shall carry out the following scope of work
during the Service Period.
A. Participant Eligibility and Focus Population
Eligible participants are Seniors (persons 55 and older) and their Caregivers. The focus
populations are Seniors who have previously had no or limited involvement in Senior
Center activities due to barriers such as language, transportation, mobility, cultural
differences and understanding, ageism, racism, LGBTQ+ status, and other factors that
contribute to isolation or exclusion.
B. Program Activities
The Contractor shall operate as a Senior Center providing Social Engagement
opportunities for Seniors 55+, which shall include:
1. Providing services and activities accessible to the public at least three days each week,
with a weekly minimum of fifteen (15) hours of scheduled programming and operations
that regularly includes each of the following:
a. Food and nutrition programs and/or congregate (shared) meals; and
b. Social Engagement activities; and
c. Information and assistance that connects individuals to aging networks and
services; and
d. Health promotion, wellness, and/or fitness activities.
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Services and activities can occur at different locations, provided that all location
information is clearly specified on a schedule which is easily accessible to all intended
participants and relevant community organizations. Specified locations may include one
or more buildings or spaces designated only for Seniors, or within a multipurpose
building or space with sufficient time reserved only for the Senior Center programming,
as described in items 1.a-d above.
2. Accept, as needed, ad hoc, one-time and/or emergency funds to support essential
services for the Contractor's Senior population.
3. The Contractor shall staff programs as needed to support delivery of services.
4. The Contractor shall participate in the King County Senior Center Network (KCSCN)
as follows:
a. Provide Senior Center services named in Section IV.B.1.a-d. above.
b. Attend all King County VSHSL-sponsored KCSCN semi-annual learning
collaborative meetings.
c. Prioritize participation in RADIO training opportunities, scheduled by King County.
5. Engage in culturally-competent focus population-specific outreach and/or other
programmatic activities to strengthen the inclusion of isolated Seniors at the Senior
Center, including Seniors who cannot or choose not to visit the physical space(s)
where the Senior Center is located.
6. Contractor shall notify King County within two weeks if a key position funded under
this SOW becomes vacant and advise King County of plans to fill the vacancy within
three months, as well as plans to redistribute Program Activities in the interim.
7. Geographic Distribution of Services: Contractor and/or subcontractor(s) will provide
services in the following council districts:
a. Council district #: 5
8. The Contractor shall work with King County staff to create a referral protocol (the
"Referral Protocol") with the King County Veterans Program for the purpose of
recruiting participants to the Kent Senior Activity Center. If the Contractor had
previously developed a Referral Protocol with the King County Veterans Program for
Kent Senior Activity Center such Referral Protocol shall remain in full force and effect
for the term of this Statement of Work. The Referral Protocol may be changed upon
mutual written agreement of the parties.
9. Unless this SOW provides otherwise, all work performed and services delivered by
the Contractor during the Service Period shall be in conformance with the
requirements and descriptions of this SOW and be in compliance with all other terms
and conditions of this Contract.
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C. Milestones
The Contractor shall meet the following program implementation Milestones during the
Service Period:
2024 Milestones
1. By September 30, 2024, or within 30 days of contract execution: The Contractor shall
submit to King County an updated 2024 workplan, if a workplan was previously
submitted, or a new 2024 workplan outlining the activities and services offered or in
development as a Senior Center to cover the Service Period July 1, 2024 — March
31, 2025.
2. Resource Fairs: Contractors and subcontractors are required to participate in biennial
resource fairs, to be scheduled and convened by ASD, in each council district where
the contractor is providing services as listed in Section IV, Scope of Work,
Subsection B.7.
2025 Milestones
1. By February 14, 2025: The PM Plan shall be fully developed and formally accepted
by the Contractor. See Section V, Performance Measurement, for more information.
2. By March 31, 2025: The Contractor shall develop Milestones for the remaining
Service Period in partnership with King County.
D. Deliverables
The Contractor shall submit the following Deliverables to King County during the Service
Period:
1. Complete and accurate billing invoice packages: the Contractor shall deliver a
complete and accurate billing invoice package to King County within ten (10)
business days of the end of each month in a format provided to the Contractor by
King County.
2. Annual Report: The Contractor shall submit an annual narrative progress report to
King County by January 15 following each program year. The report shall cover the
activities of the previous year (January— December). The format and questions for
the annual narrative progress report shall be provided by King County.
3. Services and Client Data: The Contractor shall submit individual-level and/or
aggregate-level data about services and client outcomes to King County on a
quarterly basis from the start date of the Service Period of the Contract. Reports are
due within ten (10) business days following the end of each quarter of the calendar
year. The format and reporting mechanisms for this report shall be provided by King
County and be outlined in the PM Plan.
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E. Partnership Expectations
1. The Contractor shall work with King County staff to coordinate and align services with
other King County-funded organizations and system partners in order to effectively
and efficiently administer a set of services that clients may be seeking to access.
2. The County and other entities often offer training opportunities at no cost to help
providers attain and maintain key skills and concepts that will support the County's
goals of effectiveness, efficiency, and equity. The Contractor shall stay informed of
training opportunities.
3. The Contractor shall participate quarterly in meetings of other King County-funded
organizations, if and when these are convened, to improve system connection and
coordination of existing services and support best practices and shared learning.
4. The Contractor shall include an attribution to King County with the use of the King
County logo and/or a statement such as "This program receives funding from the
King County Veterans, Seniors, and Human Services Levy" in all program marketing
materials, digital or hardcopy, developed during the Service Period.
V. PERFORMANCE MEASUREMENT
A. Performance Measurement (PM) Planning Process
A PM Plan shall be co-developed by the Contractor and DCHS and is intended to provide
both parties with useful information for decision-making, planning, and program
management. The Contractor and DCHS staff shall work collaboratively to identify relevant
and/or required measures of service delivery, quality, and program results, and to
determine the mechanisms by which information will be collected, managed, and reported.
DCHS is responsible for providing a first draft of the PM Plan. The PM Plan shall be
considered final after written acceptance is received by both parties. Email communication
is sufficient.
B. Performance Measures
The PM Plan may include at least one of each type of the performance measures (below).
The PM Plan may also include strategy-level performance measures specific to funding
sources when applicable.
Measure Type Meaning Potential Measures
How much did we Quantity of service Number of Seniors engaged
do? provided
How well did we do Quality of service Percent of Seniors engaged from
it? provided strategy focus populations
Is anyone better How clients have Percent of Seniors engaged more than
off? been impacted one quarter
Once developed and accepted by each party, the Contractor shall be required to adhere to
and perform the reporting and other services described and defined in the PM Plan. The
Contractor's failure to meet any specific performance goals, targets, or other metrics
outlined in the PM Plan shall not constitute a breach of this Contract.
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C. Modification of the PM PLAN
Either party may suggest revisions to the PM Plan. The party requesting revisions to the
PM Plan (the "Requesting Party") shall submit the suggested changes in writing to the
other party (the "Receiving Party").
If additional changes are requested by the Receiving Party, then the parties shall discuss
in good faith the original and subsequent modifications until an acceptable PM Plan has
been developed and each party has provided the other with written acceptance of all
modifications. Upon such acceptance, the modified PM Plan shall replace all prior versions
of the PM Plan.
Development of the PM Plan is a Milestone set forth in the relevant section; failure to
participate in the PM Plan development or modification process may constitute a breach of
this Contract.
If, through analysis of the required reports and data or through conversations with the
Contractor, it is determined that the program model, as described in this Contract, is not
successfully or sufficiently serving the King County Senior community, the Contractor
agrees to work with DCHS to re-envision the program model, adjust the Program Activities,
and make changes to the PM Plan. Such adjustments will be documented in a written
amendment to this Contract signed by both parties.
VI. DATA COLLECTION AND REPORTING REQUIREMENTS
A. The Contractor shall maintain compliance with all data collection and reporting
requirements stated in the Contract and all Attachments, Statements of Work, and PM
Plans.
B. The Contractor shall participate in quarterly check-ins with King County staff either in
person or by phone. Check-ins may be reduced or increased in frequency based on
program needs and King County needs to ensure program accountability and the provision
of adequate support for the program.
C. King County reserves the right to request additional supporting documentation or
information, as needed, and between reporting periods. A minimum of three business
days' notice shall be provided to the Contractor. If the Contractor believes such notice is
inadequate to prepare the report, it shall work with King County to adjust the due date for
additional requested information.
D. The meeting and reporting requirements of this Section VI shall begin on the date this
SOW becomes effective.
E. The Contractor shall submit a quarterly summary of services and progress towards
Milestones as applicable. This summary shall be submitted with the submission of each
invoice provided to King County.
F. The Contractor shall complete a VSHSL-funded wage study when released by DCHS to
help inform understanding of prevailing wages among nonprofit providers, and how
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compensation may be contributing to staff satisfaction, turnover and participant outcomes.
Results of the survey shall be made available to all VSHSL-funded providers.
VII. COMPENSATION AND METHOD OF PAYMENT
A. Payment to the Contractor
Regular payment for activities covered by this SOW shall be based on (1) meeting the
Deliverables outlined in the table below, and (2) the Contractor incurring periodic costs and
expenses in performing Program Activities described in Section IV.B., SCOPE OF WORK:
Program Activities.
If the Contractor does not meet the agreed upon Program Activities, Deliverables and/or
contract Milestones during two quarters of the Contract and/or if the Contractor fails to
engage with the King County staff to make necessary adjustments in order to better serve
the King County community, King County reserves the right to request specified corrective
action in writing or, either before such a request is issued or if such a request is unheeded
or does not produce improved engagement toward quality improvement, to reduce the
Contract amount, withhold payment, or terminate this Contract in line with notice
requirements in this Contract's Standard Terms and Conditions.
1. Deliverable:
a. Timely completion and receipt of contract Deliverables as described in Section
IV, Scope of Work, and receipt and acceptance of a Billing Invoice Package
(BIP) in a format to be provided to the Contractor by King County.
2024 Payment Table
Date Payment Payment/ Fund Source Deliverable
Due Period
October Preceding $81,114 VSHSL On-time completion /
15, 2024 quarter Fund - submission of:
Seniors 1. Accurate Billing Invoice
Package
2. Individual-level and/or
aggregate level data
81 114 Total 3. General Ledger &
Updated Budget reflecting
Quarterly Expenditures,
due October 22, 2024
4. Summary of progress
towards 2024 workplan
and/or Milestones as
applicable
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2024 Payment Table
Date Payment Payment/ Fund Source Deliverable
Due Period
January Preceding $81,115 VSHSL On-time completion or
15, 2025 quarter Fund - submission of:
Seniors 1. Accurate Billing Invoice
Package
2. Individual-level and/or
aggregate level data
3. General Ledger &
Updated Budget reflecting
Quarterly Expenditures,
81 115 Total due January 23, 2025
4. Annual narrative progress
report
5. Summary of progress
towards 2024 workplan
and/or Milestones as
applicable
2025 Payment Table
Date Payment Payment/ Fund Deliverable
Due Period Source
April 14, Preceding $81,114 VSHSL On-time completion /
2025 quarter Fund - submission of:
Seniors 1. Accurate Billing Invoice
Package
2. Finalized PM Plan
3. Individual-level data
81 114 Total 4. General Ledger & Updated
Budget reflecting Quarterly
Expenditures, due April 21,
2025
5. Summary of progress
towards 2025 workplan
and/or Milestones as
applicable
July 15, Preceding $81,114 VSHSL On-time completion /
2025 quarter Fund - submission of:
Seniors 1. Accurate Billing Invoice
Package
2. Individual-level data
3. General Ledger & Updated
81 114 Total Budget reflecting Quarterly
Expenditures, due July 22,
2025
4. Summary of progress
towards 2025 workplan
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2025 Payment Table
Date Payment Payment/ Fund Deliverable
Due Period Source
and/or Milestones as
applicable
October Preceding $81,114 VSHSL On-time completion /
15, 2025 quarter Fund - submission of:
Seniors 1. Accurate Billing Invoice
Package
2. Individual-level data
3. General Ledger & Updated
81 114 Total Budget reflecting Quarterly
Expenditures, due October
22, 2025
4. Summary of progress
towards 2025 workplan
and/or Milestones as
applicable
January Preceding $81,115 VSHSL On-time completion or
15, 2026 quarter Fund - submission of:
Seniors 1. Accurate Billing Invoice
Package
2. Individual-level data
3. General Ledger & Updated
Budget reflecting Quarterly
Expenditures, due January
23, 2026
81 115 Total 4. Annual narrative progress
report
5. Summary of progress
towards 2025 workplan
and/or Milestones as
applicable
2026 Payment Table
Date Payment Payment/ Fund Deliverable
Due Period Source
April 14, Preceding $85,170 VSHSL On-time completion /
2026 quarter Fund - submission of:
Seniors 1. Accurate Billing Invoice
Package
2. Individual-level data
85 170 Total 3. General Ledger & Updated
Budget reflecting Quarterly
Expenditures, due April 21,
2026
4. Summary of progress
towards 2026 workplan
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2026 Payment Table
Date Payment Payment/ Fund Deliverable
Due Period Source
and/or Milestones as
applicable
July 15, Preceding $85,170 VSHSL On-time completion /
2026 quarter Fund - submission of:
Seniors 1. Accurate Billing Invoice
Package
85 170 Total 2. Individual-level data
3. General Ledger & Updated
Budget reflecting Quarterly
Expenditures, due July 22,
2026
4. Summary of progress
towards 2026 workplan
and/or Milestones as
applicable
October Preceding $85,170 VSHSL On-time completion /
15, 2026 quarter Fund - submission of:
Seniors 1. Accurate Billing Invoice
Package
2. Individual-level data
3. General Ledger & Updated
85 170 Total Budget reflecting Quarterly
Expenditures, due October
22, 2026
4. Summary of progress
towards 2026 workplan
and/or Milestones as
applicable
January Preceding $85,170 VSHSL On-time completion or
15, 2027 quarter Fund - submission of:
Seniors 1. Accurate Billing Invoice
Package
2. Individual-level data
3. General Ledger & Updated
Budget reflecting Quarterly
Expenditures, due January
25, 2027
85 170 Total 4. Annual narrative progress
report
5. Summary of progress
towards 2026 workplan
and/or Milestones as
applicable
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Ongoing funding for the full term of this Contract shall also be contingent on the
Contractor's implementation of the program as described, continued funding availability,
and other contractual requirements contained in this Contract.
B. Billing Invoice Package
The Contractor shall submit a BIP quarterly that consists of an invoice statement and other
reporting requirements as stated in this Contract. The BIP's accuracy must be attested to
by signature of a person authorized by the Contractor or through user timestamp in DCHS'
electronic invoicing system.
The BIP is due within ten (10) business days following the end of each such payment
period. Payment is due and shall be made once the BIP is approved by DCHS and
processed by King County's Accounts Payable. Incomplete or inaccurate BIPs shall be
returned to the Contractor for corrections and resubmission. The Contractor's obligation to
submit a BIP shall not begin until after the effective date of this contract.
The total amount of payments to the Contractor for each year of this SOW shall not exceed
the yearly funding allocation as noted in the funding table in Section I., OVERVIEW, unless
otherwise approved by King County in writing.
Every quarter and upon the termination or expiration of this Contract: As outlined in the
Payment Table in this Section, the Contractor shall submit actual expenditures for
allowable expenses from the previous quarter pursuant to services described in this SOW
(Actual Expenditures) as part of the BIP. These actual expenditures shall be transmitted in
the form of a detailed general ledger report from Contractor's financial system, including a
budget to actuals reconciliation related to activities outlined in this SOW (General Ledger).
The Contractor must retain on file backup documentation for all costs paid for flexible
financial assistance, incentives, stipends and/or cash-value cards (including receipts,
invoices, timesheets, and copies of checks)for the duration of Contractor's VSHSL award
plus an additional six years. This documentation must be made available upon request.
The County may conduct a site visit to the Contractor's office to review and verify the
foregoing records. Advance notice will be given to the Contractor in the case of fiscal
audits to be conducted by the County.
C. Quarterly Budget to Actuals Reconciliation and Payment Process
1. The County shall review, on a quarterly basis, Actual Expenditures compared to the
actual payments made to the Contractor and scheduled payments (see Payment
Table above)for such quarter (Quarterly Aggregate Payment).
2. If the County determines that Actual Expenditures equal or exceed the Quarterly
Aggregate Payment, then the County shall pay the full amount listed in the Payment
Table that is then currently due and owing (Current Payment).
3. If the County determines that Actual Expenditures are (a) less than the Quarterly
Aggregate Payment and (b) that difference is less than or equal to the next
scheduled payment to be made by the County (the Next Payment), then the Next
Payment shall be reduced by such difference.
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4. If Actual Expenditures are (a) less than the Quarterly Aggregate Payment and (b)
that difference is more than the Next Payment, then the County shall be relieved from
its obligation to make the Next Payment, and may: (c) lower the amount of future
payments by the remaining difference (such as reducing, pausing or skipping
payment) and/or (d) require that the Contractor submit a plan stating how excess
payments will be applied to future program purposes as described in this Contract
(the plan must be approved in writing by the County). The County, in its sole
discretion, shall determine whether the Contractor's actual reported expenditures are
allowable. The County's decisions regarding how excess payments by the County
shall be treated under this Section are final. The County reserves the right to
recapture unspent funds.
5. If there is no Next Payment as a result of the expiration or termination of this
Contract, then the Contractor shall return any difference between Actual
Expenditures and the final Quarterly Aggregate Payment within ten (10) calendar
days of King County's review and analysis of the final BIP. Payment instructions shall
be provided in writing by the County within three (3) business days of such final BIP
analysis.
6. As mutually agreed to in writing by the parties, the aggregate amount of any and all
reduced or withheld Next Payments described in Section VII.C.3 and Section VII.C.4
above may be carried forward into future Payment Periods to reimburse Contractor
for Actual Expenditures in excess of the Quarterly Aggregate Payment.
D. Acceptance of Work
1. To serve the best interests of King County, the completion of each task, program
activity, performance requirement, Deliverable, Milestone, and billable item ("Work")
shall be subject to acceptance by DCHS. DCHS may withhold payment if it rejects or
fails to accept a Deliverable; payment on the Contract shall not be considered
acceptance of Work.
2. In the event of rejection of Work, the Contractor shall be notified within thirty (30)
calendar days from the date of DCHS' receipt of such Work. If DCHS does not accept
Work, such notice shall include the reasons for such rejection, and the Contractor
shall have fourteen (14) calendar days to cure the identified deficiency(-ies).
E. Material Changes in Revenue
The Contractor shall advise King County quarterly of any material changes in revenues
from sources other than the County that are used to provide the services funded under this
Contract. The Contractor shall re-negotiate, as needed, if the County determines that such
changes are substantial.
F. No Duplication/Supplanting
The Contractor shall not invoice and charge DCHS for incurred costs paid for by another
source of funds. Reimbursement shall be made once the BIP is approved by DCHS.
Incomplete or inaccurate BIPs shall be returned to the Contractor for corrections and
resubmission.
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G. Repayment of Funds
If the Contractor has unspent award funds on hand as of the termination date of this
Contract, it shall return all unspent funds to DCHS within ten (10) calendar days. If any
funds provided to the Contractor were used in a manner that is not consistent or allowable
as outlined in this Contract, the Contractor shall return funds to the DCHS in the amount
determined to be ineligible within ten (10) calendar days after provided notice.
H. Addition to Standard Terms and Conditions: Part-time Nonemployee Instructors
Refer to Subsection 16 of the King County DCHS Standard Terms and Conditions. The
term "Subcontractor" shall not apply to individuals who are not employees of the
Contractor, who provide instructional services for the Contractor, and who earn less than
$12,000.00 per year from this work. These services must be provided at a Contractor
location or virtually and paid with program funds. Such individuals shall not be considered
County employees for any purpose.
The Contractor is solely responsible for informing these nonemployee instructors about
their responsibilities regarding self-employment and income taxes, as well as any other tax
obligations that may arise from their payment and services under this Contract. For
additional information, the IRS website offers a "Self-Employed Individuals Tax Center"
with guidance on tax obligations for independent contractors.
VIII. SUBCONTRACTING AND EQUITY, RACIAL, AND SOCIAL JUSTICE REQUIREMENT
The Contractor shall exercise all due care and diligence and take all reasonable steps to ensure
the values, conduct, and associations of any subcontractors or third parties delivering services to
participants do not conflict with the work described in this Contract, or King County's prioritization
of equity, racial, and social justice.
IX. MUTUAL PROPRIETARY AND INTELLECTUAL PROPERTY
Notwithstanding Section 21. Proprietary Rights in the King County DCHS Standard Terms and
Conditions, the following language shall apply:
A. Intellectual Property Ownership and Rights
The parties agree that ownership of and other rights in any intellectual property created by
the Contractor in the course of the conduct of research under this Contract shall be
determined in accordance with the laws of the United States and the State of Washington.
Except as otherwise expressly provided herein, neither party shall, by reason of this
Contract or its performance, obtain any right, title, license or other interest, either
expressed or implied, to the other party's intellectual property.
B. Contractor's License
To the extent Contractor has ownership of and other rights in any intellectual property
created by the Contractor in the course of this Contract, provided that the County has
otherwise performed its material obligations under this Contract, the Contractor hereby
grants to the County a fully-paid, non-exclusive, royalty-free, license for the County's use,
without right to sublicense, to: (i) the written reports and data delivered to the County; and
(ii) the product(s) and materials produced by the Contractor during the course of
performing the services identified in this Contract.
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C. County's License
To the extent the County has ownership of and other rights in any intellectual property
created in the course of this Contract, provided that the Contractor has otherwise
performed its material obligations under this Contract, the County hereby grants to the
Contractor a fully-paid, non-exclusive, royalty-free, license for the Contractor's use, without
right to sublicense, to: (i) the written reports and data delivered to the County; and (ii) the
product(s) and materials produced by the Contractor during the course of performing the
services identified in this Contract.
X. CONFIDENTIALITY OF INTERPRETATION/TRANSLATION
The Contractor shall maintain confidentiality of all information being interpreted/translated. The
Contractor shall use information learned in interpretation/translation only for the performance of
services identified in this Contract, and not for Contractor's own benefit.
XI. DCHS CONFIDENTIALITY RESPONSIBILITIES
DCHS shall not at any time directly or indirectly use, communicate, disclose, disseminate, or share
any confidential information. DCHS shall take all reasonable measures to protect the secrecy of
and avoid disclosure of confidential information consistent with applicable law. In the event
applicable law or court order requires DCHS to disclose confidential information, DCHS shall
provide Contractor with prompt written notice of such required disclosure. DCHS shall further
comply with King County Code Chapter 2.15 in protection of citizenship and immigration status to
the fullest extent allowable by law.
XI I. CONTRACTOR LIABILITY IN ADDITION TO GENERAL TERMS AND CONDITIONS
In addition to Section 13, Hold Harmless and Indemnification of this Contract's Standard Terms
and Conditions, the Contractor shall be liable and solely responsible for the accuracy of its work
performed in connection with this Contract. This includes any Deliverable or reporting in-
accuracies or fraudulent claims due to the negligence of the Contractor, its Subcontractors, or
agents in the performance of the services identified in this Contract.
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