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HomeMy WebLinkAboutAgreements/Contracts - Public DefenseLL ---- � GRANT COUNTY DEPARTMENT OF PUBLIC DEFENSE MEMORANDUM Date: June 15, 2021 To: Board of Commission rs From: Brett Hill, Director Re: PSA for New Investigator—Rachel Bos r i..OMPLETED Ry: G' Date: Request: Please review and if approved, execute the attached Professional Services Agreement (PSA) between Grant County and Rachel Bos, DBA Bos Investigations. The PSA is identical in terms with the current contractors. The exceptions are the party who is contracting and the start date of the PSA. They PSA will expire on its own term at the end of the year so it will be on the same schedule as the other contract investigators' P SAs. Need: The additional PSA will provide additional conflict investigators in the event of multi -conflict situations such as multi -defendant cases or just someone who may have conflicts with others. It is also anticipated that current contractors may retire soon or wish to "slow down" regarding assignments. Rachel also brings some expertise we currently do not have. Budtet Impact: There should be little or no budget impact. Cases are assigned to contractors on a case-by-case basis, and they are paid hourly. In theory, the work on a case should not take more or less time from one contractor to the other. Dated this day of 20 -V Board of County Com issioners Grant County, Washington A rove Disapprove Abstain Dist #1 Dist # 1 Dist # l Dist #2 Dist # 2 Dist # 2 Dist #3 Dist # 3 Dist # 3 REED jUN 15 2021 p" two G;�; ��� � m.:_,,:�►,�.�___...,.,..._�--�. I K21-087 2020-2021 PROFESSIONAL SERVICES AGREEMENT CONFLICT AND OVERFLOW This Agreement ("Agreement") is made and entered into, by and through the Grant County Commissioner's Office, by and between the following: Grant County ("COUNTY"},apolitical subdivision of the state of Washington, and Rachel Bos known as Bos Investigations ("INVESTIGATOR"), a Washington State Private Investigative Agency, for the express purposes set forth in the following provisions of this Agreement. WHEREAS, the COUNTY desires to make arrangements •to obtain an independent contractor to perform investigation services; and WHEREAS, the purpose of this Agreement is for the •retention Of investigative services to assist the Grant County Public Defense as they conduct indigent defense services. NOW9 THEREFORE, in consideration of the terms and condi•tions contained herein, or attached and 'incorporated and made apart hereof, the COUNTY and the INVESTIGATOR mutually agree as follows: 1. SCOPE OF WORK a. The COUNTY intends to retain the services of the INVESTIGATOR to provide conflict and overflow investigative services as directed by the COUNTY through the Director of Grant County Department of Public Defense •for investigations in Superior Court, Juvenile Court, and/or District Courtcases. Investigative servi• ces include, but are not limited to, consultation withpublic defender, identifying and interviewing witnesses, preparing reports, recorded 'statements, and related investigative services, as well as testifying in court when •required, in a professional manner, b. The INVESTIGATOR represents that it has available all tools necessary to 0 accomplish the investigative services required. The INVESTIGATOR shall be available as needed to handle all investigative services to public defenders in Superior Court, Juvenile Court, and/or District Court that he/she agrees to accept from the •Director of Public Defense. ii. The INVESTIGATOR shall alert the Director of Public Defense when a conflict of interest arises on the part of Investigator so the COUNTY may obtain the services of another investigative firrn or individual. I 2021 PSA Investigator — Rachel Bos (]Bos Investigations) PAge 1 of 13 C. Exhibit "A" contains the General Terms.. Conditions governing work to be performed under this Agreement, the nature of the •working relationship between the COUNTY and the INVESTIGATOR, and specific obligations of both parties. d. Any additional service(s) provided by the INVESTIGATOR must have prior written approval of COUNTY. 2. PERIOD OF PERFORMANCE Subject to other Agreement provisions, the period •of performance under this Agreement ill be from the execution of this document through December 31, 2021. If the wi COUNTY determines that it wants to extend the Agreement, and if the INVESTIGATOR agrees to extend this Agreement for up to one additionalyear with no increase to the INVESTIGATOR'S hourly rates and expenses as detailed herein, it may do so through either an amendment tot Agreement or through a Memorandum of Understanding. In the event that the Investigator is hired as a fall -time or part-time employee of Grant County this agreement shall be immediately terminated. or 3. RIGHTS AND OBLIGATIONS All rights and obligations of the parties to this Agreement shall be subject to and governed by the Special Terms and Conditions contained in the text •of this Agreement instrument and the General Terms and Conditions attached hereto as Exhibit "A" incorporated by reference herein. 4. COMPENSATION AND PAYMENT a. Amount of Compensation. i. Total compensation payable to the INVESTIGATOR for sati• sfactory performance Of the work under this Agreement performed by the Investigator is at the rate of Fifty -One and 501100 Dollars($51.50) per hour for each hour of investigative services per month. The aforementioned hourly rate is fully loaded and includes all costs for administration, be and overhead. Compensation for travel hours arepayable •at the rate of Fifty -One and 501100 Dollars ($51.50) per hour for each travel hour related to the investigative services. b. menses. Certain out of pocket expenses in accomplishing the scope of work will be reimbursable. These expenses are limited to mileage, photographic, transcription services, reproductions costing more than $ 10, with prior approval by the Director of Public Defense., and recording expenses only. Mileage reimbursement shall be according to Grant County reimbursement rate. Reimbursable out of pocket expenses are to be included in the Investigator's regular billing cycle invoice(s). Non reimbursable expenses include, but are not limited to, 2021 PSA Investigator — Rachel Bos (Bos Investigations) Page 2 of 13 reproductions without prior approval, long distance phone calls, supplies, reproductions, postage, and delivery fees. C. Per Diem. Should investigative work require the INVESTIGATOR to travel more than three (3) hours or more than one hundred and •fifty (150) miles outside of Grant County, the Investigator shall be eligible forper them according to Grant County reimbursement rates. When overnight accommodations are required as a part of per diem, the Investigator shall obtain accommodations at the lowest reasonable rate. Requests for reimbursement of Per Diem expense must be accompanied by detailed receipts; credit card slips alone are not sufficient for expense reimbursement. d. Time and --Method of Payment. Payment for work performed shall be payable upon receipt of properly completed invoices which shall be submitted to the Director of Public Defense by the INVESTIGATOR on a once monthly basis due by the 15th of each - month. The invoices shall describe and •document to the Director'•s satisfaction, the public defense case by name and case number, the public defender who requested the investigative services, an itemization and description of the work Performed with the amount unt of time listed for each itemization, and a detail of the expenses. Provided, that the description of work done shall be sufficiently general to avoid any disclosure of confidential orprivileged information and may exclude the name or other identifying information of any person interviewed. The INVESTIGATOR shall maintain sufficient records that identify the person interviewed and, those records may be reviewed the Director as needed to verify billings. The rates shall be in accordance with those herein agreed to. Payment shall be considered timely if made by the COUNTY within thirty t3 0) days after receipt of properly completed invoices. Payment shall be sent to the address designated by the Investigator. The COUNTY may, in i ts, sole discretion, terminate Agreement or withhold payments claimed by the Investigator for service(s) rendered if the Investigator fails to satisfacton or condition of this Agreement. HY comply with any term 5. COUNTY OBLIGATIONS The COUNTY agrees to cooperate with the INVESTIGATOR and to •provide readily available and pertinent information regarding its requirements for services and work to be performed by the 1NVESTIGATOR. If the COUNTY observes or otherwise becomes aware of any fault or defect in the servicesperformed by the INVESTIGATOR, the COUNTY shall promptly give notice thereof to the INVESTIGATOR and allow the INVESTIGATOR adequate time to respond. The COL NTY agrees •to pay for all services within thirty (30) days of receipt of a bill. 2021 PSA Investigator -- Rachel Bos (Bos Investigations) Page 3 of 13 6. AGREEMENT REPRESENTATIVES a. The County's Director of the Department of Public Defense shall be representative for Grant County on behalf of the Board of County Commissioners for this contract and responsible for approval for payment of billings an INd expenses submitted by the VESTIGATOR. b. The INVESTIGATOR'S representative for this AGREEMENT shall be Kar Calhoun, who will be the contactperson for all communications regarding the conduct of work under this AGREEMENT. 7. INTERPRETATION OF AGREEMENT a. Order of Precedence.. In the event of an inconsistency in this AGREEMENT, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: i. Applicable Federal and state of Washington statutes and regulations; Special Terms and Conditions as contained in this basic AGREEMENT instrument; I HL Exhibit "'A" : General Terms and Conditions; I iv. Any other provision, term or material into herein by reference or otherwise incorporated, b. Entire Aareement. This AGREEMENT including referenced exhibits represents a ll 10 the terms and conditions agreed upon by the parties for public information and communications work for COUNTY No other understandings or representations, oral or otherwise, regarding the subject matter of this AGREEMENT shall be deemed to exist or to bind any of theparties hereto. C. Conformance. If any provision of this AGREEMENT violates any statute or rule of law of the state of Washington, it is considered modified to conform to that statute or rule of law. d. Approval. This AGREEMENT shall besubject to the written approval of COLNTY's duly authorized officials and shall notbe binding until so approved. AGREEMENT may be altered, amended, or waived only by a written amendment executed by both parties. THIS AGREEMENT is executed by thepersons signing below who warrant that they have the authority to execute AGREEMENT. 2421 PSA Investigator — Rachel Bos (Bos Investigations) Page 4 of 13 SIGNED this AaY of 2 02 1. Attest: Bar . ara .Vasquez, Cle e B rd State of Washington ss. County Of 4,qr&nt__- BOARD OF COUNTY COMMISSIONERS GRANT COUNTY, WASHINGTON Cindy anter Chair Danny St, ne, Vice Chair Ro s., Member INVESTIGATOR o A os Investigations 900 Maple Street, Suite LL Spokane, WA 99201 Phone.- 509.638.3247 E-mail: RACHELBOSPI@GMAIL.COM TAX ID NUMBER: 535-94-4009 I hereby certify that I know or have satisfactory evidence that Rachel Bos signed this instrument as a sole proprietor DBA Bos Investigations, a Washington State Private Investigative Agency, and acknowledged it to be her free and voluntary act f uses and purposes mentioned in the instrument. f � S10 DATED: t AR C, W1n03'LLfVGj �► Lary��` Public for —7 a — 4 . NOMY Commission expires. 1A 2421 PSA Investigator — Rachel Bos (Bos Investigations) Page OM Exhibit "A" GENERAL TERMS AND CONDITIONS 1. Independent Ca pacity Of The INVESTIGATOR The INVESTIGATOR its ts employees or agents performing under this Agreement are th not employees or agents of - e COUNTY. The INVESTIGATOR will not hold himself/herself out as nor claim to be an officer or employee of the COUNTY or of the state of Washington by reason hereof, nor will the INVESTIGATOR make any claim of right, privilege or benefit which would accrue to an employee under chapter 41.06 RCW or chapter 28B.16 RCW. Identification of the INVESTIGATOR as a Private Investigator contracted to perform services for the County or for the Grant County Public •Defense is not a violation of this condition. 2. Subcontracting The INVESTIGATOR shall not enter into . subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the COUNTY. 3. Indemnification The INVESTIGATOR shall defend, protect and hold harmless the COUNTY, or any COUNTY employees, officers, or officials, from and against, •all claims suits or act* a 9 ions arising from the INVESTIGATOR'S acts which are libelous or slanderous, which result in injury to persons or property, which violate a right of confidentiality, or which constitute an infringement of any copyright,, patent,, trademark or trade name through use or reproduction of material of any kind, or negligence. Fees 4. Covenant AggLinst Contingent Feeda. The INVESTIGATOR warrants that no person or selling agent has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, exceptlng bona fide employees or bona * fide established agent maintained by the INVESTIGATOR for the purpose of securing business. The COUNTY shall have the right, in the event of breach of this clause by the INVESTIGATOR, to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration or recover by other means the full amount of such commission, percentage, brokerage or contingent fee. 5. Conflict Of Interest The COUNTY may, by written notice to the INVESTIGATOR terminate this Agreement if it is found after due notice and examination by the Agent •that there is a violation of the 2021 PSA Investigator —Rachel Bos (Bos Investigations) Page 6 of 13 Ethics in Public Service Act, chapter 42.52 RC or any similar statute invol - INVESTIGATOR in the procurement of, or performance under, this Agreement. ving the In the event this Agreement is terminated asprovided above, the COUNTY shall be entitled to pursue the same remedies against the INVESTIGATOR as it could pursue in the event of a breach oft Agreement by the INVESTIGATOR. The rights and remedies of the COUNTY provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existenceof facts upon which the Agent makes any determination under this clause shall be an issue and maybe reviewed as provided in the "Disputes"' clause of this Agreement. TREATMENT OF ASSETS A. Title to all property furnished by the COUNTY shall remain in the COUNTY. Title to all property furnished by the INVESTIGATOR, for the cost of which the INVESTIGATOR is entitled to be reimbursed as a direct item of cost underthis Agreement, shall pass to and vests in the COUNTY upon delivery of suchproperty by the INVESTIGATOR. Title to of property,, the cost of which is reimbursable to the INVESTIGATOR under this Agreement, shall pass to and vest in the COUNTY upon: i. Issuance for use of such property in the performance of this Agreement, or; Commencement of use of such property in the performance of this Agreement, or; Reimbursement of the cost thereof by the COUNTY in whole or in part, whichever first occurs. B. Any property of the COUNTY furnished tot •INVESTIGATOR shall, unless otherwise * provided herein or approve rwise Agreement. d by the COUNTY, be used only for the performance of this C. The INVESTIGATOR shall be responsible for any loss or damage to COproperty of the UNTY which results from the negligence of the INVESTIGATOR or which results from the failure on the part of the INVESTIGATOR to maintain and administer that property in accordance with sound management practices. D. Upon loss or destruction of, or damage to., any County property, the INVESTIGATOR shall notify the COUNTY thereof and shall take all reasonable steps to protect that property from further damage. E. The INVESTIGATOR shall surrender to theCOUNTY all property of the COUNTY rior to settlement upon completionp , termination or cancellation of this Agreement. F. All reference to the INVESTIGATOR under this clause shall also include the INVESTIGATOR'S employees, agents or Subcontractors. 2021 PSA Investigator -- Rachel Bos (Bos Investigations) Page 7 of 13 1. Non-Assi2nabilitv Neither this Agreement, nor any claim arising under this Agreement, shall be transferred as assigned by the INVESTIGATOR. 2. Records Documents And Re -ports The INVESTIGATOR shall maintain books r ecords, documents and other evidence of accounting procedures and practices which suf ficiently and properly •reflect all direct and indirect costs of any nature expended in the performance of this Agreement. These records shall be sub ect at all reasonable times to inspection, review, or audit by personnel duly authorized by the COUNTY, the Office of the State Auditor, and federal offici• als so authorized by law, rule.5 regulation, or Agreement. The INVESTIGATOR •will retain all books, records, documents, and other materials relevant to this Agreement for six (6) years after settlement, a make them available for inspection by persons authorized under this provision or pursuant to chapter 42.17 RCW. 310 $—afeauardina Of Information The use or disclosure by any party of any information concerning the COUNTY for any purpose not directly connected With the administration of the COUNTY'S or the INVESTIGATOR'S responsibilities with respect to service(s) •provided under this contract is prohibited except by* prior written consent of the COUNTY. 4. Rights In Data Unless otherwise provided, data which originates from this Agreement shall be "works for hire" as defined by the U.S. Copyright Act of 1976 and shall be owned by the COUNTY. Data shall include, but not be limited to, reports) documents, •pamphlets, advertisements books, magazines, surveys, studies., computer programs, films, tapes, and/or sound' reproductions. Ownership includes the right of copyright , patent, register and the ability to transfer these rights. Data which is delivered under the Agreement, but which does not originate therefrom, shall be transferred to the COUNTY with a nonexclusive, royalty free, irrevocable license to publish, translate, reproduce, deliver, perform, dispose of, and to authorize others to do so; Provided that such license shall be limited to the extent which the INVESTIGATOR has a right to grant such a license. The INVESTIGATOR shall exert all reasonable effort to advise the COUNTY, at the time of delivery of data •furnished under this Agreement, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced, in theperformance of this Agreement. The COUNTY shall receive prompt written notice of each notice or claim. of copyright infringement received by the INVESTIGATOR with respect to any data •delivered under this Agreement, The COUNTY shall have the right to modify or remove any restrictive markings placed upon the data by the INVESTIGATOR. 2021 PSA Investigator — Rachel Bos (Bos Investigations) Page 8 of 13 5. &egistration With Department Of Revenue The INVESTIGATOR shall complete reg'stration with the Department of Revenue 1 General Administration Building, Olympia, WA 98504 and be responsible for payment of all taxes due on payments made under this Agreement.' 6. Licensina Accreditation And Registration The INVESTIGATOR shall comply with applicable local, state, and federal licensing, accreditation and registration requirements/standards, necessary for the performance of this Agreement. The INVESTIGATOR shall assure that the INVESTIGATOR and all the INVESTIGATOR employees are fully licensed Private Investigators in the state of Washington. 7. LiabilityInsurance Throughout the entire term of this Agreement the INVESTIGATOR shall obtain and continuously maintain, at the INVESTIGATORS sole cost and expense, a policy of commercial liability insurance in an amount not less than Five Hundred Thousand and No/100 Dollars ($500,000.00) per claim nor less than One Million and No/100 Dollars ($13000,000.00) in the aggregate during the policy term, Said -policv shall include coverage as an additional insured for any other Investigator(s) acting for or on behalf of the INVESTIGATOR in the performance of this Agreement. Said policy shall provide professional liability insurance coverage for any errors and/or omissions by the INVESTIGATOR during the course of performing legal'services under this Agreement, and shall further require that the insurance company provide the County with no less than thirty (3 0) days prior written notice in the event the policy is cancelled •or materially altered. Said ` policy •shall also comply with all applicable state of Washington insurance requirements and shall be issued by an insurance company authorized to conduct business and issue insurance in the state of Washington. Contemporaneously with the INVESTIGATORS execution of this Agreement, the INVESTIGATOR shallprovide the County and its designated Risk Manager (Administrative Services Coordinator written proof and con ) with confirmation that such insurance poli cy and coverage has been obtained and the INVESTIGATOR shall provide the Risk Manager •with annual written proof and confirmation that such insurance policy and coverage continues to exist no later than by January 15 1h of each year during the term of this Agreement. 8. Industrial Insurance Coverage Prior to performing work under this Agreement, the INVESTIGATOR shall provide or purchase industrial insurance coverage for the INVESTIGATOR'S employees, as may be required of an "employer" as defined in Title 51 RCW,and shall maintain full compliance with Title 51 RCW during the course of this Agreement. •Should the INVESTIGATOR fail to secure industrial insurance coverage or fail topay premiums, as may be required under Title 51 RCW,, the COUNTY may deduct the amount ofpremiums and any penalties owing from the amounts payable to the INVESTIGATOR under this Agreement and transmit the 2021. PSA Investigator — Rachel Bos (Bos Investigations) Page 9 of 13 Investigator Same to the Department of Labor and Industries, Division of Industrial Insurance, This 0 * I provision does not waive any right under RCW 51.12.050 to collect from the INVESTIGATOR amounts paid by the COUNTY. The COUNTY will not be responsible for payment of •industrial insurance premiums or for any other claim or benefit for this INVESTIGATOR., or any subcontractor or employee of the INVESTIGATOR, which might arise under the industrial •insurance laws during performance of duties and service(s) under this Agreement. •If the Washington State Department of Labor and Industries, •upon audit, determines that industrial insurance payments are due and owing wing as a result of workperformed under this Agreement, those payments shall be made by the INVESTIGATOR; the INVESTIGATOR •shall indemnify the COUNTY and guarantee payment of such amounts. industrial insurance coverage through the Department of Labor & Industries is optional for sole proprietors, partners., corporate, officers and others, per RCW 51-12.020. 9. Advance Payments Prohibited No payments in advance or in anticipation of service(s) or supplied to be provided under this Agreement shall be made by the COUNTY. 10. 5... as In the event funding from state, federal., or other sources is Withdrawn, reduced, or limited in any way after the effective date of this Agreement and prior to normal completion, the COUNTY may terminate the Agreement under the "Termination for Convenience" clause Without the five day notice requirement, subject to renegotiation under those new funding' limitations •and conditions, 11. 'Limitation Of Authority Only the COUNTY'S duly authorized officials shall have the express, implied or apparent authority to alter, amend, modify, or waive any clause or •condition of this Agreement. Furthermore, any alteration, amendment, modification or waiver of any clause or condition of this Agreement is not effective •or binding unless made in writing and signed by the duly authorized officials of the COUNTY. 12. Waiver Of Default Waiver of any default shall not be d - eemed to be a waiver of any subsequent default. Waiver of breach of any provision of the Agreement shall not •be deemed to be a waiver of any other or subsequent breach and shall not be construed to`be a modfication of the terms of the Agreement unless stated to be such in writing, signed by the Agent and attached to the original Agreement. 2021 PSA InvestigatDr -- Rachel Bos (Bos Investigations) Page 10 of 13 Any claim by the INVESTIGATOR for adjustment under this clause must be asserted within thirty (3 4) days from the date of theINVESTIGATOR'S receipt of the notice of such change; Provided, however, that the Agent may, upon determining that the facts justify such action, receive and act upon such claim asserted at any time prior to final payment under this Agreement. Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the •clause of this Agreement entitled "Disputes" However, nothing in this clause shall excuse the INVESTIGATOR from proceeding With the Agreement as changed. 13. Termination For Default By written notice the COUNTY may terminate the Agreement, in whole or in part, for failure of the INVESTIGATOR to perform any of the provisions hereof. In such event the INVESTIGATOR shall be liable -for damages as authorized by law including, but not limited to, any cost difference between the original Agreement and the replacement or cover Agreement and all administrative costs directly related to the replacement Agreement, e.g., cost of •the competitive bidding, mailing, advertising and staff time; Provided, that if (i) it is determined for any reason the INVESTIGATOR •was not in default or (ii) the INVESTIGATOR'S failure to performis without the INVESTIGATOR'S and/or subcontractor's control, fault or negligence, the termination shall be deemed to -be a Termination for Convenience. 14. Termination For Convenience If either party terminates this Agreementpurscant to this paragraph, the INVESTIGATOR will be obligated to complete all investigations in files assigned to the INVESTIGATOR at the time of the termination unless the parldes mutually •agree in writing to the transfer of any assigned cases to another investigator. 15. Termination Procedure Upon termination of this Agreement the COUNTY, in addition to •any other rights provided in this, Agreement, may require the INVESTIGATOR to deliver to the COUNTY an property specifically produced or acquired for the erfoy rmanc . e of such part of this Agreementp as has been terminated. The provisions of the "Treatment of Assets" clause shall apply in. such property transfer. The COUNTY shall pay to the INVESTIGATOR the agreed upon price, if separatel stated, for completed work and servicey (s) accepted by the COLTNTY, and the amount agreed upon by the INVESTIGATOR and the COUNTY for (i) completed work and service(s) for which no separate price is stated, (ii) partially completed work and service(s), (iii) other property or services which are accepted by the COUNTY, and (iv) the protection and preservation of property, unless the termination is for default, in which case the Agent shall determine the extent of the liability of the COUNTY. Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this Agreement. The COUNTY may withhold from any amounts due the INVESTIGATOR 2021 PSA Investigator — Rachel Bos (Bos lnvestigations) Page I 1 of 13 such sum as the Project Manager determines to be necessary to protect the COUNTY against potential loss or liability. The rights and remedies of the COUNTY provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. After receipt of a notice of termination, and except as otherwise directed by the Project Manager, the INVESTIGATOR shall: a. Stop work under the Agreement on the date, and to the extent specified, in the notice; b. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Agreement as is not terminated; C. Assign to the COUNTY, in the manner, at the times,, and to the extent directed by the Agent, all of the rights, title, and interest of the IWESTIGATOR under the orders and subcontracts so terminated, in which case the COUNTY has the right, at its discretion, to settle or pay any or all claims arising •out of the tennination of such orders and subcontracts. d. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Agent to the extent the Project Manager may require, which approval or ratification shall be final for all the purposes of this clause; e. Transfer title to the COUNTY and deliver in the manner, at the times, and to the extent directed by the Agent any property which, if the Agreement had been completed, would have been required to be famished to the COUNTY; f. Complete performance of suchpart. of the work •as shall not have been terminated by the Project Manager; and 9. Take such action as may be necessary, or as the Project Manager may direct, for the protection and preservation of theproperty related to this Agreement which is in the possession of the INVESTIGATOR and in which the COUNTY has or may acquire an interest. 16. Goveminiz Law This Agreement shall be governed by the laws of the state of Washington. In the event of a lawsuit involving this Agreement,, venue shall be proper only� In Grant County. INVESTIGATOR, by execution of this Agreement, acknowledges the jurisdiction of the courts of the state of Washington in this matter. 2021 PSA Investigator -- Rachel Bos (Bos Investigations) Page 12 of 13 17. Severability If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid such invalidity shall not affect •the other provisions of this Agreement which can be given effect without the invalid provision, and to this end the 41 provisions of this Agreement are declared to be severable. 2021 PSA Investigator — Rachel Bos (Bos Investigations) Page 13 of 13