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007-25 - Kitsap County - ContractDocusign Envelope ID: 2BD22D45-BA6B-47DB-9B75-39FOB9BE34EF KC-480-24 INTERLOCAL COOPERATIVE AGREEMENT FOR HOUSING INCARCERATED INDIVIDUALS THIS INTERLOCAL COOPERATIVE AGREEMENT FOR HOUSING INCARCERATED INDIVIDUALS ("Agreement") is between Kitsap County, a Washington state political subdivision ("County"), and the City of Port Orchard, a Washington state municipal corporation ("Agency"). WHEREAS, the Interlocal Cooperation Act, chapter 39.34 RCW, allows public agencies to enter into interlocal cooperative agreements to provide services and activities each agency is authorized to perform bylaw. WHEREAS, the County is authorized to operate a facility to house adult persons arrested and sentenced for criminal activities not exceeding one year for punishment, correction, and rehabilitation. WHEREAS, the Agency does not own or operate a jail and desires access to the Kitsap County Sheriff's Office ("KCSO") Jail ("Jail") to house persons arrested, charged, and/or convicted of a criminal offense. WHEREAS, the County is amenable to accepting and keeping Incarcerated Individuals received from the Agency for compensation paid at its true and full value as required by RCW 43.09.210 subject to the terms and conditions of this Agreement. ReT:�idRIffil NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference and the mutual promises and covenants, the parties agree as follows: 1. DEFINITIONS A. Bed —Day means the calendar day an Incarcerated Individual is booked and held in custody at the Jail, which includes the booking process. This definition excludes persons booked and released on the same day. B. Book and Release Rate means the rate charged to book and release a person on behalf of the Agency. This is a flat rate, which is half of the current Daily Rate, when a person is physically present in Jail for 12 hours or less. C. Booking means registering, screening, fingerprinting, inventorying, and safekeeping personal property, warrant checks, and other activities associated with processing a person for confinement in the Jail. D. Capacity means the maximum number of Incarcerated Individuals the Jail has the operational capacity to house while providing safe and humane conditions of confinement as determined by the County. The determination of capacity is based on a variety of factors such as the physical layout and design of the Jail, staffing, emergencies (e.g., riots, pandemics, and other natural disasters), and other resources available to provide the basic necessities such as shelter, food, water, and medical care. E. Chief means the person designated as the KCSO Chief of Corrections or designee. F. Daily Rate means the rate charged the Agency for every Bed -Day an Incarcerated Port Orchard - Jail Bed Rate KC-480-24 Docusign Envelope ID: 2BD22D45-8A6B-47DB-9B75-39FOB98E34EF Individual is housed in the Jail on behalf of the Agency, which commences from the time the Incarcerated Individual arrives at the Jail for booking and ends as provided herein. The last day will be charged as a half day, regardless of the release time. The Daily Rate reflects the actual cost to the County for housing a person in the Jail as provided in RCW 43.09.210 and includes the cost of the Jail Health Care Provider. G. Health Care Services means the medical, mental health, and dental care services and treatment, prosthetics devices, prescriptions, laboratory tests, imaging, medical equipment, emergency services, supplies, medications, and all other services, treatment, and the like provided for Incarcerated Individuals. H. Incarcerated Individual means a person housed, pretrial and post -conviction, in the Jail on behalf of the Agency for a violation of law. It includes any person whose arrest results from charges initiated by the Agency. Arrests made by Agency officers on extraditable warrants issued by agencies outside Kitsap County will be considered County inmates. I. Intake Standards means the Jail policies and procedures identifying the requirements for accepting persons for confinement. The Jail agrees to provide the Agency prior notice when the Intake Standards are changed. The Jail may change Intake Standards in an emergency without prior notice. In such an event, notice will be provided to the Agency as soon as practicable. J. Jail Health Care Provider means the inhouse entity that contracts with the County to provide Health Care Services for Incarcerated Individuals housed in the Jail. K. Jail Policies means the KCSO Jail policies, rules, procedures, and standards governing the Jail's operation, including any emergency security rules. L. Lawful Basis means the Agency has determined and is certifying to the County that the person the Agency is presenting for incarceration in the Jail is legally detainable by the Jail. The Agency is solely responsible for making this determination. It shall defend, indemnify, and hold the County harmless for and from any claim or action resulting from the wrongful detention of such person. M. Other Costs means all costs incurred by the County on behalf of the Agency's Incarcerated Individuals, which includes Health Care Services that are not the financial responsibility of the Jail Health Care Provider, Outside Health Care Services, off -site transportation, and security provided by County staff and not paid by Washington State Department of Social and Health Services, Medicaid, the Incarcerated Individual, or any other responsible third party. N. Outside Health Care Services means Health Care Services provided for an Incarcerated Individual by an entity other than the Jail Health Care Provider. O. Shared Bed -Day means the period an Incarcerated Individual is held in the Jail on behalf of the Agency under this Agreement while also being held by another agency and/or the County. The rate for Shared Bed -Days is divided by the number of agencies with current holds. Non -contract agencies will not be factored in when calculating Shared Bed -Days. The Shared Bed -Day also applies when calculating the Book and Release Rate. P. WASPC means the Washington Association of Sheriffs & Police Chiefs. 2. PURPOSE. The purpose of this Agreement is to provide the Agency access to the Jail located Port Orchard - Jail Bed Rate KC-480-24 2 Docusign Envelope to: 2BD22D45-8A6B-47DB-9B75-39FOB98E34EF at 614 Division Street, Port Orchard, Washington, 98366, to house Incarcerated Individuals and define the responsibilities of the parties as contemplated in RCW 39.34.030. 3. ORGANIZATION. This Agreement does not create, nor do the parties intend to establish a separate legal or administrative entity subject to suit through this Agreement. 4. ADMINISTRATOR. The Chief shall function as the administrator of this Agreement in coordination and cooperation with the Agency's Chief of Police or designee. Neither party intends to assume responsibility or liability for the actions or failures to act of the other party and/or their respective employees. 5. EFFECTIVE DATE, DURATION. The Agreement shall be effective on January 1, 2025, and remain in effect until December 31, 2025, unless terminated or extended. This Agreement may be extended for additional consecutive terms upon the parties' written agreement. 6. FILING. Prior to entry into force, this Agreement will be filed with the Kitsap County Auditor's Office or, alternatively, listed by subject on a public agency's website or other electronically retrievable public source in compliance with RCW 39.34.040. 7. PROPERTY. The parties do not anticipate acquiring property to perform this Agreement. Any property acquired by a party during this Agreement shall be held by and remain the property of the acquiring party. 8. TERMINATION. Either party may terminate this Agreement with 120 days prior written notice to the other party. A terminated party assumes no responsibility for the acts or omissions occurring after the termination effective date (assuming all Agency inmates have been removed from the Jail) but will remain liable for all costs, acts, or omissions occurring prior to the termination effective date. In the event of termination, the parties agree to meet within 30 days of receipt of notice to coordinate the transportation and removal of all Incarcerated Individuals from the Jail to a new location prior to the termination date. The terminating party shall be responsible for the cost of such transportation and security. 9. SCOPE OF SERVICES A. Custody. The County will accept persons the Agency presents to the Jail for confinement, punishment, and/or rehabilitation and hold the Incarcerated Individuals until the Agency resumes custody or the Incarcerated Individual is lawfully released from Jail custody, subject to the terms of this Agreement. B. Lawful Basis for Confinement. Custody of any person is not transferred to the Jail until the Jail has accepted physical control of the person as provided in this Agreement, the Agency has provided the Jail with proper documentation identifying a Lawful Basis for confinement and, when requested by Jail staff, the person has been medically cleared by the hospital. Adequate documentation means a valid and confirmed arrest warrant, judicial order of commitment, or other lawful order of a court of competent jurisdiction. C. Right to Refuse. Notwithstanding the foregoing, the Jail has the discretion to refuse to admit any person when: i) the person reasonably appears in need of immediate medical, mental health, or dental care until the Agency has provided the requisite care to the reasonable satisfaction of the Jail as evidenced by medical clearance documentation from the hospital; ii) the Jail is at Capacity; iii) acceptance of the person would violate Jail Policies or Intake Standards; or iv) the person's paperwork is not adequate or complete. Port Orchard - Jail Bed Rate KC-480-24 Docusign Envelope to: 2BD22D45-8A6B-47DB-9B75-39FOB98E34EF D. Compliance with Jail Policies, Notice of Health Care Issue. The Agency and its agents delivering a person to the Jail for confinement shall comply with this Agreement, Jail Policies, and Intake Standards, which includes informing Jail staff of the Incarcerated Individual's reasonably known physical and mental health care issues. This advisory shall include any injuries the Incarcerated Individual may have sustained during the investigation, arrest, and transport to the Jail. E. Responsibilities upon Assumption of Custody. Upon accepting custody of the Incarcerated Individual, the County agrees to house the Incarcerated Individual as provided in this Agreement. 10. COMPENSATION A. Compensation. The parties intend the Agency to bear all costs for housing an Incarcerated Individual, including the cost of Health Care Services. Book and Release Rate. The Agency agrees to pay the Book and Release Rate for each person Booked and Released in the Jail on behalf of the Agency, charged at half of the Daily Rate. 2. Daily Rate. The Agency agrees to pay the County a Daily Rate of $204.00 per calendar day for each Incarcerated Individual housed in the Jail, which shall be apportioned as appropriate for Shared -Bed Days. 3. Standard Mileage. The Agency agrees to reimburse the County for mileage at the then -current standard mileage rate set by the Internal Revenue Service when the County is responsible for transporting the Incarcerated Individual off -site. 4. Correction's Officer rate. The Agency agrees to pay the correction's officer rate of $63.30 per hour for the cost of each County staff person providing transportation and security for the Incarcerated Individual to receive Outside Health Care Services. 5. Other Costs. Unless otherwise provided herein, the agency shall pay all Other Costs to the County and third parties incurred on behalf of Incarcerated Individuals. B. Billing. The County will send the Agency an itemized invoice monthly for amounts due. The Agency shall pay the invoiced amount within 30 days of receipt of the invoice. C. Determination of Case Status. The Agency will not be responsible for the Daily Rate for an Incarcerated Individual charged with a felony, in the Agency -initiated case, by the Kitsap County Prosecutor's Office. However, the Agency will remain responsible for reimbursing the County for Other Costs. 11. HEALTH CARE SERVICES A. Health Care Services. The County will make Health Care Services available to Incarcerated Individuals consistent with Jail Policies. B. Outside Health Care Services. The Agency will pay all costs associated with providing Outside Health Care Services for Incarcerated Individuals ("Other Costs'), except: 1. The originating agency will be responsible for persons arrested and confined on Port Orchard - Jail Bed Rate KC-480-24 Docusign Envelope ID: 2BD22D45-8A6B-47DB-9875-39FOB98E34EF warrants issued in Kitsap County. 2. The County will be responsible for Persons arrested and confined on warrants issued by agencies outside Kitsap County. 3. The County will be responsible for Outside Health Care Services resulting from physical injuries sustained by the Incarcerated Individual while housed in the Jail. 4. The County will be responsible for the Incarcerated Individual convicted of a felony on the Agency -initiated case. C. Emergency, Non -emergent and Non -Hospital Care outside the Jail - Notification. For emergency care, the County will notify the Agency by email within four (4) business hours of transport (Monday through Friday, 8 a.m. to 5 p.m. PST). The County will notify the Agency before noon on the next business day for non -emergent and non -hospital care outside of the jail. The Agency is responsible for providing the Chief with current contact information for the person to whom emergency notice should be provided. D. Return for Health Care Services. The Agency may resume custody of an ill or injured Incarcerated Individual by picking the person up at the Jail, except when the County determines the Incarcerated Individual requires emergency Health Care Services; the County may arrange for emergency Health Care Services at the Agency's expense. E. No Waiver of Right to Seek Reimbursement. Nothing contained in this Agreement shall be construed to waive the rights of either party to seek reimbursement for costs from the Washington State Department of Social and Health Services, Medicaid, the Incarcerated Individual, or any other responsible third party. F. Medication. The cost of providing medication for Incarcerated Individuals is included in the Daily Bed Rate to the extent included in the County's contract with the Jail Health Care Provider. This consists of providing a prescription and/or a supply of medication upon release in compliance with WASPC accreditation standards. Medications not paid by the Jail Health Care Provider or a third party are Other Costs the Agency pays. G. HIPAA and HITECH Compliance. The parties agree to comply with all applicable requirements of the Federal Health Insurance Portability and Accountability Act of 1996 (HIPAA), Health Information Technology for Economic and Clinical Health Act (HITECH Act), and laws and regulations, including chapter 70.02 RCW. H. Prison Rape Elimination Act. The parties agree to comply with the standards established by the Prison Rape Elimination Act (PREA) of 2003 (P.L. 108-79). 12. HOUSING, JAIL, CLASSIFICATION, DISCIPLINE, RECORDS A. Jail Housing. The County will house Incarcerated Individuals on behalf of the Agency, subject to the terms and conditions of this Agreement and Jail Policies. B. Bail. The Jail will serve as an agent for the Agency in receiving bail bonds and monies posted for or by an Incarcerated Individual with the County, which will be promptly forwarded to the Agency as required by law. C. Classification. The Jail will classify and house Incarcerated Individuals consistent with Jail Policies. The Agency shall provide the Jail with sufficient information regarding each Port Orchard - Jail Bed Rate KC-480-24 Docusign Envelope ID: 2BD22D45-8A6B-47DB-9B75-39FOB98E34EF Incarcerated Individual to enable the Jail to make classification determinations. D. Jail Policies, Discipline. All Incarcerated Individuals are subject to and must comply with Jail Policies. The jail will discipline Incarcerated Individuals in a manner consistent with jail policies. E. Early Release Credit. Jail Policies will apply to determine early release credits for Incarcerated Individuals, including the removal of earned release credits for administrative sanctions for disciplinary violations. F. Records. The Jail will maintain a comprehensive records management system for all Incarcerated Individuals as required by law and make copies of such records reasonably available to the Agency in compliance with the law. G. Video Court Appearance. The Jail will make Incarcerated Individuals available to appear for court appearances via video. Additions to the Agency video court calendar must be received by 0600 the day of the requested appearance. Additions received later than 0600 will be scheduled the following judicial day. Video court will not be used for non- criminal traffic violations or any other civil matter. H. Accounts. The Jail will establish and maintain an account for each Incarcerated Individual and credit the account with all money received from or on behalf of the same. The Jail may make disbursements from the account for items purchased from the Commissary and other expenditures, garnishments, and the like as authorized by law. Programs. The Jail will provide Incarcerated Individuals with the same access to educational, recreational, and social service programs as other persons housed in the Jail, consistent with Jail Policies. J. Visitation. The Jail will provide Incarcerated Individuals with the same access to visitation available to all persons housed in the Jail consistent with Jail Policies. 13. TRANSPORTATION, REMOVAL, ACCESS A. Transportation. The Jail will provide transportation and security for Incarcerated Individuals when necessary to secure Outside Health Care Services or when required to support the orderly operation of the jail, as required by court order and/or extraditions, which shall be reimbursed as provided herein. Transportation and security will be provided by County corrections officers and/or KCSO Deputies. The jail will determine the number of staff needed to provide transportation securely. B. Removal. The Agency's Incarcerated Individuals may be removed from the Jail for any of the reasons identified below: Agency Request. The Incarcerated Individual may be returned to the Agency upon written request from an authorized representative of the Agency. The transport will be by the Agency or the Jail as provided herein. 2. Court Order. The transportation will be provided by an order of a court having jurisdiction over the Incarcerated Individual. 3. Treatment Outside of Jail. To receive Outside Health Care Services or other services unavailable within the Jail. Port Orchard - Jail Bed Rate KC-480-24 Docusign Envelope ID: 2BD22D45-BA6B-47DB-9B75-39FOB98E34EF Emergency. In the event of an emergency that presents an imminent threat to the health, safety, or welfare of the Incarcerated Individual, County personnel, and/or the public. In its discretion, the County will determine whether to remove and/or release the Incarcerated Individuals. In such cases, the County will exercise reasonable care for the safekeeping, custody, and relocation of the Incarcerated Individual and inform the Agency of the same. 5. Agreement Termination. If the Agency terminates this Agreement, the Agency shall provide transport for its Incarcerated Individuals, at its sole expense, on or before the effective date of termination. If the County terminates the Agreement, the County will provide transport to remove Incarcerated Individuals. The Agency shall remain responsible for paying for the Daily Bed Rate and Other Costs for each Individual Incarcerated until removed. C. Agency Resumption of Custody. The Agency shall be deemed to have resumed custody of an Incarcerated Individual upon the County's presentation of the Incarcerated Individual to the Agency or when the Agency takes physical control of the same. D. Jail Access. The Agency may inspect, at mutually agreeable times, the Jail to confirm compliance with this Agreement and the treatment of Incarcerated Individuals. E. Access to Incarcerated Individual. Agency public safety personnel may interview its Incarcerated Individuals at reasonable times within the Jail. The Jail interview rooms will be made available for use. 14. ESCAPE, DEATH A. Escape. The Jail will notify the Agency as soon as practicable in the event of the escape of an Incarcerated Individual. The County will have the primary authority to direct the investigation and to pursue the Incarcerated Individual within its jurisdiction. Any costs related to the investigation and pursuit within its jurisdiction will be the responsibility of the County. The County will not be required to pursue and return the escaped Incarcerated Individual from outside the County. B. Death. The Jail will notify the Agency as soon as practicable in the event of an Incarcerated Individual's death. The Port Orchard Police Department or the Kitsap Critical Response Team will investigate the circumstances. The Agency may join in the investigation and receive copies of all records and documents from the investigation. The Kitsap County Medical Examiner's Office will take possession of and handle the disposition of the remains as required by law, RCW 68.50.160. 15. INDEMNIFICATION A. Agencv Indemnification Obligations. The Agency agrees to defend, indemnify, and hold harmless the County, its appointed and elected officials, employees and agents from and against all liability, loss, cost, damage, and expense, including costs and attorneys' fees in the defense thereof because of actions, claims or lawsuits alleging damages sustained by any person or property including death at any time resulting thereof, arising from or alleged to have arisen from (i) the Agency's performance under this Agreement or as a consequence of any wrongful or negligent acts or omission of the Agency, its appointed and elected officials, employees, and agents; (ii) wrongful detention of an Incarcerated Individual as a result of the Agency's actions; (iii) failure or refusal to timely release an Port Orchard - Jail Bed Rate KC-480-24 Docusign Envelope ID: 2BD22D45-8A60-47DB-9B75-39FOB98E34EF Incarcerated Individual as a result of the Agency's actions, and (iv) any liability or responsibility which arises in whole or part from the existence or effect of the Agency's ordinances, policies, rules or regulations. B. County Indemnification Obligations. The County agrees to defend, indemnify, and hold harmless the Agency, its appointed and elected officials, employees, and agents from and against all liability, loss, cost, damage, and expense, including costs and attorneys' fees in the defense thereof, because of actions, claims or lawsuits alleging damages sustained by any person or property, including death at any time resulting thereof, arising from, or alleged to have arisen from (i) County's performance under this Agreement or as a consequence of any wrongful or negligent acts or omission of the County, its appointed and elected officials, employees, and agents; (ii) wrongful detention of an Agency Prisoner as a result of the County's actions; and (III) the County's failure or refusal to release an Incarcerated Individual timely. To the extent the claim, damages, losses, and expenses are caused by intentional acts of or by the concurrent negligence of the Agency, its officers, agents, or employees, the County's indemnification obligation hereunder shall be limited to the County's proportionate share of liability as agreed to by the parties to this Agreement or determined by a court of competent jurisdiction. C. Participation in Defense No Waiver. A party has the right, but not the obligation, to participate in the defense of any claim, damages, losses, or expenses, and such participation shall not constitute a waiver of the party's indemnity obligations under this Agreement. 16. INSURANCE. Each party shall maintain in good standing during the term of this Agreement sufficient general liability insurance to protect both parties against claims that arise out of or are related to this Agreement in such amounts as are prudent and customary for the jurisdiction. Such insurance shall be placed with responsible insurers, self -insured, or carried through participation in an insurance pool at levels of coverage adequate to protect the parties against loss and as ordinarily carried by municipalities engaged in similar operations. The lack of sufficient insurance shall not limit the liability of the indemnifying party under this Agreement. Each party shall provide the other with a certification of insurance or self- insurance upon request. 17. WAIVER OF ARBITRATION RIGHTS. The parties, being familiar with the provisions of RCW 39.34.180(3), expressly waive all rights under RCW 39.34.180(3), now in effect and as amended, to arbitrate the level of compensation for incarceration services charged under this Agreement or any renewal thereof, that either party may possess. The parties further agree that such level of compensation and all other issues related to the purpose of this Agreement will only be as agreed to herein or as otherwise agreed to in writing executed by the parties. 18. NOTICE. All notices required under this Agreement will be delivered in writing to the Chief of Corrections or Police Chief. Notice mailed by regular post (including first class) shall be deemed to have been given on the second business day following the date of mailing if properly mailed and addressed. Notices sent by certified or registered mail shall be deemed to have been given on the day next following the date of mailing if properly mailed and addressed. For all types of mail, the postmark affixed by the United States Postal Service shall be conclusive evidence of the date of mailing. 19. GOVERNING LAW, VENUE, FEES. The Agreement will be governed in all respects by the laws of the State of Washington, both as to interpretation and performance, without regard to Port Orchard - Jail Bed Rate KC-480-24 8 Docusign Envelope ID: 2BD22D45-BA6B-47DB-9B75-39FOB98E34EF conflicts of law or choice of law provisions. Any action arising out of or in connection with the Agreement may be instituted and maintained only in a court of competent jurisdiction in Kitsap County, Washington, or as provided by RCW 36.01.050. Should any party bring any legal action, each party in such action shall bear the cost of its attorney's fees and court costs. 20. COMPLIANCE WITH LAWS. The parties shall comply with all applicable laws, rules, regulations, and standards pertaining to them in connection with or related to this Agreement. 21. PUBLIC RECORDS ACT. Notwithstanding any provisions of this Agreement to the contrary, to the extent any record, including any electronic, audio, paper, or other media, is required to be kept or indexed as a public record in accordance with the Washington Public Records Act, chapter 42.56 RCW, each party agrees to maintain all records constituting public records and to produce or assist the other party in producing such records, within the time frames and parameters set forth in state law. 22. INDEPENDENT CAPACITY. Each party and its respective employees or agents will act as independent contractors and continue to be the employees or agents of that party, which will be solely and exclusively responsible for their employees and agents. Employees and agents of one party will not be considered for any purpose whatsoever under this Agreement to be employees or agents of the other party to this Agreement. No party will have the authority to bind the other party, absent a written agreement of the parties, nor the authority to control the employees, agents, or contractors of the other party to this Agreement. All employer rights, duties, and obligations will remain with the employing party. 23. NONDISCRIMINATION. No party shall discriminate against any person based on race, color, creed, religion, national origin, age, sex, marital status, sexual orientation, veteran status, disability, or other circumstances prohibited by federal, state, or local law. Each party shall comply with Title VI of the Civil Rights Act of 1964, P.L. 88-354 and Americans with Disabilities Act of 1990 in the performance of this Agreement. 24. HEADINGS/CAPTIONS. Headings and captions used are for convenience only and are not a part of the Agreement. They do not limit or amplify the terms and provisions hereof. 25. NO PARTY THE DRAFTER. The Agreement is the product of negotiation between the parties; no party is deemed the Agreement's drafter. 26. NO THIRD -PARTY BENEFICIARY. Nothing in this Agreement will be construed as giving any benefits, rights, remedies, or claims to any other person, firm, corporation, or other entity, including the public or any member thereof, or to authorize anyone other than the County and the Agency to maintain a suit for breach of contract, personal injuries, property damage, of any other relief in law or equity in connection with this Agreement. 27. DISPUTE RESOLUTION. In the event of a dispute between the parties regarding the terms and conditions or performance of this Agreement, the parties shall use their best efforts to resolve the differences on an informal basis. 28. NO JOINT VENTURE. Nothing in this Agreement shall be construed as creating any type or manner of partnership, joint venture, or other joint enterprise between the parties. 29. IMPLIED CONTRACT TERMS. Each provision of law and any terms required by law to be in the Agreement are made a part of the Agreement as if fully stated in it. 30. DISCLAIMER. Nothing in this Agreement will be construed in any manner that would limit a Port Orchard - Jail Bed Rate KC-480-24 9 Docusign Envelope ID: 2BD22D45-8A6B-47DB-9B75-39FOB98E34EF party's authority or powers under law. 31. ASSIGNMENT. The rights or obligations under this Agreement and any claims arising thereunder are not assignable or delegable by any party. 32. NO WAIVER. No waiver of any right under this Agreement shall be effective unless made in writing by an authorized representative of the party to be bound thereby. Failure to insist upon full performance on any occasion shall not constitute consent to or waiver of any continuation of nonperformance or any later nonperformance, nor does the payment of a billing or continued performance after notice of a deficiency in performance constitutes acquiescence to it. 33. AMENDMENT. The parties may amend this Agreement as they deem appropriate, provided any such amendment shall not become effective unless it is written and signed by the parties with the same formality as this Agreement. 34. ENTIRE AGREEMENT. This Agreement contains all terms and conditions agreed upon by the parties, except necessary operational agreements. It supersedes any other Agreement or understanding of the parties relating to the subject matter of this agreement. No other understanding, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind the parties. 35. SURVIVAL. Those provisions of the Agreement that by their sense and purpose should survive expiration or termination shall survive. Those provisions include the respective responsibilities of each party, compensation, and indemnification. 36. SEVERABILITY. The provisions of this Agreement are severable. Any term or condition of this Agreement or application thereof deemed to be illegal, invalid or unenforceable, in whole or in part, shall not affect any other terms or conditions of the Agreement and the parties' rights and obligations will be construed and enforced as if the Agreement did not contain the particular provision. 37. COUNTERPARTS, ELECTRONIC SIGNATURE. The Agreement may be executed in several counterparts, each of which will be deemed an original, but all will constitute the same agreement. A facsimile, email, or other electronically delivered signatures of the parties shall be deemed to constitute original signatures and deemed to constitute duplicate originals. 38. AUTHORIZATION. Any authorizations, actions required or permitted to be taken, and any document required or permitted to be executed under this Agreement will be taken or executed only by a duly authorized representative of the party. Each party warrants and represents to the other that the person signing below has been properly authorized and empowered to execute this Agreement on behalf of the party they sign. Port Orchard - Jail Bed Rate KC-480-24 10 Docusign Envelope ID: 2BD22D45-8A66-47DB-9B75-39FOB98E34EF DATED this 23 day of October 2024 CITY OF PORT ORCHARD �elpn.tl by: �OI� Pufacun.SUU. aeze/szrarseoe... ROB PUTAANSUU, Mayor L tl by:OB116... BRANDY WALLACE, City Clerk DATED this ,ram day of NkMft%'2024 KITSAP COUNT JOHKGESE, Sh riff DATED Or ADOPTED this 7'5 day of _ I 1 "At"- 2024, BOARD OF COUNTY COMMISSIONERS KITSAP COUNTY, WASHINGTON KATHEsINE T. WALTERS, CChhair CHARLOTTE GARRIDO, Commissioner ATTEST: Dana Daniels, Clerk of the Board Port Orchard - Jail Bed Rate KG-480-24 11