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HomeMy WebLinkAboutAgreements/Contracts - Public Defense (011)11 K20-223 2021-2022 PROFESSIONAL SERVICES AGREEMENT INTERPRETER This Agreement ("Agreement") is made and entered into, by and through the Grant County Commissioner's Office, by and between the following: Grant County, a political subdivision of the state of Washington ("COUNTY") and Saul C. Castillo dba The Interpreter, a Washington State Bilingual (Spanish/English) Court Certified Interpreter ("INTERPRETER") 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 interpreter services; and WHEREAS, the purpose of this Agreement is for the retention of interpreter services to assist the Grant County Public Defense attorneys as they provide indigent defense services in the Grant County Court system. NOW THEREFORE, in consideration of the terms and conditions contained herein, or attached and incorporated and made a part hereof, the COUNTY and INTERPRETER mutually agree as follows: SCOPE OF WORK: a. The COUNTY intends to retain the services of INTERPRETER to provide Court Certified Interpreter Services as directed by the COUNTY through the Director of Grant County Public Defense for investigations in Superior Court and District/Juvenile Court criminal cases. Court Certified Interpreter Services shall be provided at the Grant County Jail and at other locations and at all times when public defenders need access to Interpreter Services. Interpreters are not contracted to perform services in or for Grant County courtrooms under the auspices of the Grant County Courts. b. The INTERPRETER represents that he/she is available to provide interpreter services required herein. i. The INTERPRETER shall be available as needed to provide interpreter services to public defenders in Superior Court on a scheduled and on an on- call basis: a) Schedule Basis: The INTERPRETER shall be available at the Grant County Jail, Superior Court and/or the Grant County Law Library, Ephrata, Washington, every Tuesday beginning January, 2021, for eight hours, from 9 a.m. to 6 p.m. with a one hour lunch break. 2021-2022 Interpreter's Professional Services Agreement — Saul Castillo Page 1 of 14 b) On -Call Basis: • As needed and arranged by Grant County Public Defense attorneys or investigators. The INTERPRETER shall be available to provide other interpreter services for Grant County during the contracted time when not otherwise engaged to provide service to Superior Court Public Defense. d. The INTERPRETER shall alert the Director of Public Defense when a conflict of interest arises on the part of the INTERPRETER, so the COUNTY may obtain the services of another interpreter firm or individual. The INTERPRETER shall not be paid for service on the schedule basis on County holidays or for any other scheduled days when the courts are officially closed. f. Exhibit "A" contains the general terms and conditions governing work to be performed under this Agreement, the nature of the working relationship between the COUNTY and the INTERPRETER, and specific obligations of both parties, and are incorporated herein by reference. g. Any additional services provided by the INTERPRETER must have prior written approval of the COUNTY. h. The INTERPRETER can provide for a substitute interpreter during times that the INTERPRETER is unavailable because of illness or scheduled vacation time, provided that a substitute will not be utilized for more than 20 contract days during the year without the written approval of the Director of Public Defense. The substitute interpreter must meet all the qualifications set forth in the agreement for the INTERPRETER and must agree to comply with all the terms and conditions of this agreement. ii. The charges for the substitute interpreter shall be included on the INTERPRETERS regular monthly billing and clearly designated (by name) as the substitute. The COUNTY will pay the INTERPRETER on the invoice and it shall be the INTERPRETER'S responsibility to pay the substitute. The INTERPRETER shall hold the COUNTY harmless from any claims of the substitute for payment and shall indemnify the COUNTY for any costs, judgment or fees incurred in any action brought against it by the substitute. 2. PERIOD OF PERFORMANCE 2021-2022 Interpreter's Professional Services Agreement — Saul Castillo Page 2 of 14 Subject to other Agreement provisions, the period of performance under this Agreement will be from January 1, 2020 through December 31, 2021. If the COUNTY determines that it wants to extend the Agreement, and if the INTERPRETER agrees, this Agreement may be extended for up to one additional year with no increase to the INTERPRETER'S hourly rates and expenses as detailed herein; it may do so through either an amendment to the Agreement or through a Memorandum of Understanding. In the event that the INTERPRETER is hired as a full-time or part-time employee of Grant County or if a specific long-term contractual agreement that would conflict with this agreement is reached between the INTERPRETER and the COUNTY, this agreement shall be immediately terminated without further penalty or obligation to either side. Further, should another INTERPRETER into an agreement such as that cited above that would materially affect the delivery of interpreter services for Grant County Public Defense, INTERPRETER herein may agree, through either an amendment to this agreement or through a separate Memorandum of Understanding, that INTERPRETER'S services may be modified to provide any necessary coverage. 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. The INTERPRETER shall be compensated at the rate of Sixty -Two and 00/100 Dollars ($62.00) per hour for services in the Superior Court or Juvenile Court on the scheduled basis. The INTERPRETER shall be compensated at the rate of Forty -Seven and No/100 Dollars ($47.00) for all District Court services. ii. The INTERPRETER shall be compensated at the rate of Sixty -Two and 00/100 Dollars ($62.00) per hour for on-call services. There shall be applied a two-hour minimum for on call services. iii. The aforementioned hourly rates are fully loaded and include all costs for administration, benefits and overhead. b. Expenses. Only mileage expenses incurred accomplishing the scope of work will be reimbursable. Mileage reimbursement shall only be reimbursable when the INTERPRETER is required to drive in excess of twenty-five (25) miles one way. Mileage reimbursement shall be in accordance with the Grant County reimbursement rate. No other expenses are reimbursable. 2021-2022 Interpreter's Professional Services Agreement — Saul Castillo Page 3 of 14 c. Per Diem. Should investigative work require the INTERPRETER to travel more than three (3) hours or more than one hundred and fifty (150) miles outside of Grant County, the INTERPRETER shall be eligible for per diem according to Grant County reimbursement rates. When overnight accommodations are required as a part of per diem, the INTERPRETER shall obtain accommodations at the government 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 COUNTY by the INTERPRETER on a once monthly basis due by the 15th of each month. The invoices shall describe and document to the COUNTY'S satisfaction, the public defense case by name and case number, the public defender who requested the services, an itemization and description of the work performed with the amount 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 or privileged information of any person interviewed. If necessary, the description of the work done can be redacted on the invoice with an indication of privilege. The INTERPRETER must, however, maintain an unredacted copy of the invoice for inspection by BOCC or its designated Representative on demand. INTERPRETER shall maintain sufficient records that identify the person interviewed and those records may be reviewed by the COUNTY 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 (30) days after receipt of properly completed invoices. Payment shall be sent to the address designated by Interpreter. The COUNTY may, in its sole discretion, terminate Agreement or withhold payments claimed by Interpreter for services rendered if Interpreter fails to satisfactorily comply with any term or condition of this Agreement. 5. THE COUNTY OBLIGATIONS The COUNTY agrees to cooperate with INTERPRETER and to provide readily available and pertinent information regarding its requirements for services and work to be performed by INTERPRETER. If The COUNTY observes or otherwise becomes aware of any fault or defect in the services performed by Interpreter, The COUNTY shall promptly give notice thereof to INTERPRETER and allow INTERPRETER adequate time to respond. The COUNTY agrees to pay for all services within thirty (30) days of receipt of a bill. 6. AGREEMENT REPRESENTATIVES a. The COUNTY'S Director of Public Defense for this Agreement shall be the Board of County Commissioners designee. The Director of Public Defense shall be responsible for approval for payment of billings and expenses submitted by the INTERPRETER. 2021-2022 Interpreter's Professional Services Agreement — Saul Castillo Page 4 of 14 b. The INTERPRETER'S representative for this Agreement shall be Saul C. Castillo, dba The Interpreter, INTERPRETER, who will be the contact person 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; ii) Special Terms and Conditions as contained in this basic Agreement instrument; iii) Exhibit "A": General Terms and Conditions iv) Any other provision, term or material incorporated herein by reference or otherwise incorporated. b. Entire Agreement. This Agreement including referenced exhibits represents all the terms and conditions agreed upon by the parties for public information and communications work for the 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 the parties hereto. 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 statue or rule of law. d. Approval. This Agreement shall be subject to the written approval of the COUNTY'S duly authorized officials and shall not be 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 the person signing below who warrant that they have the authority to execute Agreement. 2021-2022 Interpreter's Professional Services Agreement — Saul Castillo Page 5 of 14 DATED this 4?t day of ATTEST: 0 Barbara J. Vjsquez,-C1qfk of the Board Date: I -L- Z'- Z0Z0 State of Washington ) ) ss. County of Grant ) 2020. BOARD OF C /�G ANT COU 1TY COMMISSIONERS , WASHINGTON �"M To Taylor, Vice lair Richard Stevens, Member INTERPRETER � G - SAUL C. CASTILLO Court Certified Interpreter, Spanish/English 224 16'h Avenue Ephrata, WA 98823 Office: 509-754-4393 Cell: (509) 289-2846 e-mail: castillo(&nwi.net I hereby certify that I know or have satisfactory evidence that Saul C. Castillo signed this instrument and acknowledged it to be their free and voluntary act for the uses and purposes mentioned in the instrument. µST IN O • NOTARY PUSLIC •' COMM, EXPIRES JULY 17, 2021 O� OF'WASH,NG DATED: Y7 — l C4 — ZC z0 N a Public for Washington State, r sidi in Grant The COUNTY. My Commission expires: 7 -- / 7 - %z ) 2021-2022 Interpreter's Professional Services Agreement — Saul Castillo Page 6 of 14 b. The INTERPRETER'S representative for this Agreement shall be Saul C. Castillo, dba The Interpreter, INTERPRETER, who will be the contact person 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; ii) Special Terms and Conditions as contained in this basic Agreement instrument; iii) Exhibit "A7: General Terms and Conditions iv) Any other provision, term or material incorporated herein by reference or otherwise incorporated. b. Entire Agreement. This Agreement including referenced exhibits represents all the terms and conditions agreed upon by the parties for public information and communications work for the 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 the parties 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 statue or rule of law. d. Approval. This Agreement shall be subject to the written approval of the COUNTY'S duly authorized officials and shall not be 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 the person signing below who warrant that they have the authority to execute Agreement. 2021-2022 Interpreter's Professional Services Agreement— Saul Castillo Page 5 of 14 Exhibit "A" GENERAL TERMS AND CONDITIONS Independent Capacity Of The INTERPRETER The INTERPRETER and its employees or agents performing under this Agreement are not employees or agents of the COUNTY. The INTERPRETER 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 INTERPRETER make any claim of right, privilege or benefit which would accrue to an employee under chapter 41.06 RCW or chapter 28B.16 RCW. 2. Subcontracting The INTERPRETER shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the COUNTY. The COUNTY and the INTERPRETER agree that the workload shall be handled by the current INTERPRETER staffing of two (2) agents (Saul Castillo and his/her designee(s), both (all) licensed court -certified interpreters). 3. Indemnification The INTERPRETER shall defend, protect and hold harmless the COUNTY, or any COUNTY employees, officers, or officials, from and against all claims, suits or actions arising from the INTERPRETER'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. 4. Covenant AI?ainst Contingent Fees The INTERPRETER 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, excepting bona fide employees or bona fide established agent maintained by the INTERPRETER for the purpose of securing business. The COUNTY shall have the right, in the event of breach of this clause by the INTERPRETER, 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. 2021-2022 Interpreter's Professional Services Agreement — Saul Castillo Page 7 of 14 5. Conflict Of Interest The COUNTY may, by written notice to the INTERPRETER terminate this Agreement if it is found after due notice and examination by the Agent that there is a violation of the Ethics in Public Service Act, chapter 42.52 RCW; or any similar statute involving the INTERPRETER in the procurement of, or performance under, this Agreement. In the event this Agreement is terminated as provided above, the COUNTY shall be entitled to pursue the same remedies against the INTERPRETER as it could pursue in the event of a breach of the Agreement by the INTERPRETER. 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 existence of facts upon which the Agent makes any determination under this clause shall be an issue and may be 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 INTERPRETER, for the cost of which the INTERPRETER is entitled to be reimbursed as a direct item of cost under this Agreement, shall pass to and vests in the COUNTY upon delivery of such property by the INTERPRETER. Title to other property, the cost of which is reimbursable to the INTERPRETER 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; ii. Commencement of use of such property in the performance of this Agreement, or; iii. Reimbursement of the cost thereof by the COUNTY in whole or in part, whichever first occurs. B. Any property of the COUNTY furnished to the INTERPRETER shall, unless otherwise provided herein or approved by the COUNTY, be used only for the performance of this Agreement. C. The INTERPRETER shall be responsible for any loss or damage to property of the COUNTY which results from the negligence of the INTERPRETER or which results from the failure on the part of the INTERPRETER 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 INTERPRETER shall notify the COUNTY thereof and shall take all reasonable steps to protect that property from further damage. E. The INTERPRETER shall surrender to the COUNTY all property of the COUNTY prior to settlement upon completion, termination or cancellation of this Agreement. 2021-2022 Interpreter's Professional Services Agreement — Saul Castillo Page 8 of 14 F. All reference to the INTERPRETER under this clause shall also include the INTERPRETER'S employees, agents or Subcontractors. 1. Non -Assignability Neither this Agreement, nor any claim arising under this Agreement, shall be transferred or assigned by the INTERPRETER. 2. Records Documents And Reports The INTERPRETER shall maintain books, records, documents and other evidence of accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Agreement. These records shall be subject at all reasonable times to inspection, review, or audit by personnel duly authorized by the COUNTY, the Office of the State Auditor, and federal officials so authorized by law, rule, regulation, or Agreement. The INTERPRETER 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. Safe u� ardin 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 INTERPRETER'S responsibilities with respect to service(s) provided under this contract is prohibited except by prior written consent of the COUNTY. 4. Rijzhts 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 INTERPRETER has a right to grant such a license. The INTERPRETER 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 the performance of this Agreement. The COUNTY shall receive prompt written notice of each notice or claim of copyright infringement received by the INTERPRETER with respect to any data delivered under this Agreement. The COUNTY 2021-2022 Interpreter's Professional Services Agreement — Saul Castillo Page 9 of 14 shall have the right to modify or remove any restrictive markings placed upon the data by the INTERPRETER. 5. Registration With Department Of Revenue The INTERPRETER shall complete registration with the Department of Revenue, General Administration Building, Olympia, WA 98504, and be responsible for payment of all taxes due on payments made under this Agreement. 6. Licensing Accreditation And Registration The INTERPRETER shall comply with applicable local, state, and federal licensing, accreditation and registration requirements/standards, necessary for the performance of this Agreement. The INTERPRETER shall assure that the INTERPRETER and all the INTERPRETER employees are fully licensed Private Investigators in the state of Washington. Liability Insurance Throughout the entire term of this Agreement the INTERPRETER shall obtain and continuously maintain, at the INTERPRETER'S sole cost and expense, a policy of commercial liability insurance in an amount not less than One Million and No/100 Dollars ($1,000,000.00) per claim nor less than Two Million and No/100 Dollars ($2,000,000.00) in the aggregate during the policy term. Said policy shall include coverage as an additional insured for any other Interpreter(s) acting for or on behalf of the INTERPRETER in the performance of this Agreement. Said policy shall provide professional liability insurance coverage for any errors and/or omissions by the INTERPRETER 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 (30) 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 INTERPRETERS execution of this Agreement, the INTERPRETER shall provide the County's Administrative Services Coordinator with written proof and confirmation that such insurance policy and coverage has been obtained and the INTERPRETER shall provide the Administrative Services Coordinator with annual written proof and confirmation that such insurance policy and coverage continues to exist no later than by January 15th of each year during the term of this Agreement. Industrial Insurance Coverage Prior to performing work under this Agreement, the INTERPRETER shall provide or purchase industrial insurance coverage for the INTERPRETER'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 INTERPRETER fail to secure industrial insurance coverage or fail to pay premiums, as may be required under 2021-2022 Interpreter's Professional Services Agreement — Saul Castillo Page 10 of 14 Title 51 RCW, the COUNTY may deduct the amount of premiums and any penalties owing from the amounts payable to the INTERPRETER under this Agreement and transmit the same to the Department of Labor and Industries, Division of Industrial Insurance. This provision does not waive any right under RCW 51.12.050 to collect from the INTERPRETER 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 INTERPRETER, or any subcontractor or employee of the INTERPRETER, 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 as a result of work performed under this Agreement, those payments shall be made by the INTERPRETER; the INTERPRETER 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. Savings 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 deemed 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 modification of the terms of the Agreement unless stated to be such in writing, signed by the Agent and attached to the original Agreement. 2021-2022 Interpreter's Professional Services Agreement — Saul Castillo Page 11 of 14 Any claim by the INTERPRETER for adjustment under this clause must be asserted within thirty (30) days from the date of the INTERPRETER'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 INTERPRETER 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 INTERPRETER to perform any of the provisions hereof. In such event the INTERPRETER 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 INTERPRETER was not in default, or (ii) the INTERPRETER'S failure to perform is without the INTERPRETER'S and/or subcontractor's control, fault or negligence, the termination shall be deemed to be a Termination for Convenience. 14. Termination For Convenience Except as otherwise provided in this Agreement, either party may, by thirty (30) days written notice, beginning on the second (2nd) day after the mailing, terminate this Agreement. If this Agreement is so terminated, the County shall be liable only for payment in accordance with the terms of this Agreement for service(s) rendered prior to the effective date of termination. 15. Termination Procedure Upon termination of this Agreement the COUNTY, in addition to any other rights provided in this Agreement, may require the INTERPRETER to deliver to the COUNTY any property specifically produced or acquired for the performance of such part of this Agreement as has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer. The COUNTY shall pay to the INTERPRETER the agreed upon price, if separately stated, for completed work and service(s) accepted by the COUNTY, and the amount agreed upon by the INTERPRETER 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 2021-2022 Interpreter's Professional Services Agreement — Saul Castillo Page 12 of 14 be a dispute within the meaning of the "Disputes" clause of this Agreement. The COUNTY may withhold from any amounts due the INTERPRETER such sum as the Director of Public Defense 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 Director of Public Defense, the INTERPRETER 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; 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 INTERPRETER 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 termination 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 Director of Public Defense 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 furnished to the COUNTY; f. Complete performance of such part of the work as shall not have been terminated by the Director of Public Defense; and g. Take such action as may be necessary, or as the Director of Public Defense may direct, for the protection and preservation of the property related to this Agreement which is in the possession of the INTERPRETER and in which the COUNTY has or may acquire an interest. 2021-2022 Interpreter's Professional Services Agreement — Saul Castillo Page 13 of 14 16. Governing 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. INTERPRETER, by execution of this Agreement, acknowledges the jurisdiction of the courts of the state of Washington in this matter. 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 provisions of this Agreement are declared to be severable. 2021-2022 Interpreter's Professional Services Agreement — Saul Castillo Page 14 of 14