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Home My WebLink AboutNorthwest Resources IIMASON COUNTY PROFESSIONAL SERVICES CONTRACT CONTRACT # NWRII-2018.1 THIS CONTRACT is made and entered into by and between Mason County, hereinafter referred to as "COUNTY" and Northwest Resources II, hereinafter referred to as "CONTRACTOR." Northwest Resources II Contracted Entity Address 2708 Westmoor Ct SW City, State, Zip Code Olympia, WA 98506 Phone 360-943-8810 Dennis Neal Primary Contact Name, Title 360-701-5854; nwrii@hotmail.com Primary Contact Phone & F-mail Contractor Fiscal Contact Carlene Berglund 360-701-5854; Contractor Fiscal Phone & Email carlene.berglund@nwrii.com 601-619-511 Washington State UBI# 91-1678289 Federal EI N Total Award/Contract Value $120,692 Contract Term Duration July 1, 2018-December 31, 2019 County Contract Contact Lydia Buchheit, Community Health Manager Lydiab@co.mason.wa.us 360-427-9670 404 County Contract Email & Phone ext County Fiscal Contact Casey Bingham, Fiscal Manager Caseyb@co. 360-427-9670 562 County Fiscal Email & Phone mason.wa. us ext. PURPOSE The purpose of this contract/grant is to assist the COUNTY in the delivery of chemical dependency or mental health treatment programs and services pursuant to the Revised Code of Washington and according to the Mason County 5-year plan. COUNTY and CONTRACTOR, as defined above, acknowledge and accept the terms of this contract and EXHIBITS and have executed this contract on the date below to start as of the date and year referenced above. The rights and obligations of both parties to this contract are governed by this contract including Special Conditions, General Terms and Conditions, Exhibits, and the following other documents incorporated by reference: RFP Application, instructions and disclosures. CONTRACTOR BOARD OF COUNTY COMMISSIONERS MASON COUNTY, WASHINGTON 0 rth West Agency Name Authorize Signature i't/1.i r csaircts agc (7O Print Name & Title (7/ f r v Date Randy Neatherlin, Chair Date /71 Oka I g APPROVED AS TO FORM: Tim Whitehead, hief DPA C Professional Services Contract (rev 05/2018) Page 1 r Special Conditions CONTRACTOR agrees to the following: The award of funds does not guarantee that the CONTRACTOR will receive funding if special conditions are not met. The following documents are requirements and must be received within 30 days of contract award starting date for the CONTRACTOR to submit an invoice and receive funding. 1. CONTRACT REQUIREMENTS to receive funding: a. Certificate of Insurance (see requirements Exhibit E) b. Organizations Strategic Plan (if available) c. Annual Report (if available) d. Overall Organizational Budget (previous calendar or fiscal year) e. Organizational Chart f. Program Policies and Procedures g. Job Descriptions of personnel working directly or indirectly in the program h. Contract Orientation: a mandatory contract orientation for executive directors and one board member will be held in July. Failure to attend can result in contract termination. Funding Source: Treatment Sales Tax (1 /10th of 1 %Sales & Use Tax) General Terms and Conditions Scope of Services: CONTRACTOR agrees to provide COUNTY all services and any materials as set forth as identified in Exhibit A SCOPE OF SERVICES, Treatment Sales Tax RFP Application, instructions and disclosures during the CONTRACT period. No material, labor or facilities will be furnished by COUNTY, unless otherwise provided for in the CONTRACT. Term: Services provided by CONTRACTOR prior to or after the term of this CONTRACT shall be performed at the expense of CONTRACTOR and are not compensable under this CONTRACT unless both parties hereto agree to such provision in writing. The term of this CONTRACT may be extended by mutual consent of the parties; provided, however, that the CONTRACT is in writing and signed by both parties. Extension: The duration of this CONTRACT may be extended by mutual written consent of the parties, for a period of up to one year, and for a total of no longer than three years. Independent Contractor: CONTRACTOR's services shall be furnished by the CONTRACTOR as an independent contractor, and nothing herein contained shall be construed to create a relationship of employer -employee. All payments made hereunder, and all services performed shall be made and performed pursuant to this CONTRACT by the CONTRACTOR as an independent contractor. CONTRACTOR acknowledges that the entire compensation for this CONTRACT is specified .in Exhibit C-Budget, and the CONTRACTOR is not entitled to any benefits including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to employees of COUNTY. The CONTRACTOR represents that he/she/it maintains a separate place of business, serves clients other than COUNTY, will report all income and expense accrued under this CONTRACT to the Internal Revenue Service, and has a tax account with the State of Washington Department of Revenue for payment of all sales and use and Business and Occupation taxes collected by the State of Washington. CONTRACTOR will be responsible for and will pay all taxes related to the receipt of payments from the COUNTY. Professional Services Contract (rev 05/2018) Page 2 CONTRACTOR will defend, indemnify and hold harmless COUNTY, its officers, agents or employees from any loss or expense, including, but not limited to, settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. Payment: COUNTY will reimburse CONTRACTOR for actual expenditures incurred each month, according to the terms provided in EXHIBIT B, provided that COTNRACTOR performs the services and submits all reporting to a satisfactory level. Monthly expenditures will be reported using the template provided. Payment is on the assumption that State and local funds are available to the COUNTY for disbursement to the CONTRACTOR and have been expended and program requirements met, or earlier in the event of non-compliance. If State or local funds are not available to the COUNTY, the COUNTY reserves the right to amend the payment terms and the amount of the maximum contract total. The term of this CONTRACT begins on the Effective Date, and the CONTRACTOR agrees not to incur any expenses on the program using COUNTY funding prior to the effective date. The CONTRACT end date is June 30, 2019, or earlier in the event of non-compliance. Payment Information: CONTRACTOR agrees to complete or make sure a current Vendor Payment Form is on file providing the COUNTY with all information necessary to correctly issue such payments. If CONTRACTOR fails to provide such information in response to the COUNTY'S written request, then the COUNTY may withhold payments to CONTRATOR until CONTRATOR provides such information. Budget: CONTRACTOR further agrees that funds provided under this CONTRACT will be expended as specifically itemized line by line in the Budget provided in Exhibit C, and that CONTRACTOR will follow the Budget Amendment Process for quarterly expense transfers within a budget category (i.e. operations, administration, facilities support). Budget transfers will not be made unless approved by the COUNTY. Late requests will not be accepted. Duplicate Payment: The COUNTY shall not pay CONTRACTOR, if the CONTRACTOR has charged or will charge any other party under any other Grant, subgrant/subcontract, or agreement, for the same services or expenses. If it is determined that CONTRACTOR has received duplicate payment, the CONTRACTOR must pay back the COUNTY for these expenses. Recordkeeping: COTNRACTOR agrees to keep records in an easily read form sufficient to account for all receipts and expenditures of contract funds. These records, as well as supporting documentation, will be archived by the CONTRACTOR'S office for at least six (6) years after the end of the contract. CONTRACTOR agrees to make such books, records, and supporting documentation available to the COUNTY for inspection when requested. Accounting and Payment for CONTRACTOR Services: Payment to the CONTRACTOR for services rendered under this CONTRACT shall be as set forth in "Exhibit C BUDGET." Where Exhibit "C" requires payments by the COUNTY, payment shall be based upon written claims supported, unless otherwise provided in Exhibit "C," by documentation of units of work performed and amounts earned, including, where appropriate, the actual number of days worked each month, total number of hours for the month, and the total dollar payment requested, to comply with municipal auditing requirements. Acceptable invoices will be processed within 30 days of receipt. Unless specifically stated in Exhibit "C" or approved in writing in advance by the official executing this CONTRACT for COUNTY or his or her designee (hereinafter referred to as the "Administrative Officer"). COUNTY will not reimburse the CONTRACTOR for any costs or expenses incurred by the CONTRACTOR in the performance of this CONTRACT. Where required, COUNTY shall, upon receipt of appropriate documentation, compensate the CONTRACTOR, no more often than monthly, Professional Services Contract (rev 05/2018) Page 3 in accordance with COUNTY's customary procedures, pursuant to the schedule set forth in Exhibit "A" Scope of Services. Reporting and Other Contract Requirements: CONTRACTOR agrees to submit program and expense reports, as well as perform all other requirements outlined in Exhibit A Scope of Services, on or before the dates indicated therein. The COUNTY reserves the right to aggregate, disaggregate, analyze, reproduce, and/or disseminate the data provided in program reports, financial activity reports, or any other reports submitted to the COUNTY with respect to the program. Federal and State Benchmarks, Data Collection, and Evaluation: The Department of Housing and Urban Development (HUD) and the Department of Commerce may require additional reporting of programs and continuums of care directly or indirectly related to the funding awarded such as, but not limited to, Coordinated Entry, Data Quality, Data Timeliness, Housing Inventory Report, Annual Performance Report, Point in Time Count and System Performance Measures. CONTRACTOR agrees to participate in these evaluation efforts, meet individual benchmarks that contribute to the system and will fulfill the data collection and reporting requirements specified at the time of the request. It will be the obligation of the COUNTY representatives, CONTRACTOR and other contractors to provide protections and assurances regarding the confidentiality of data, samples of work (in any media format) and/or interview comments provided by participants. COTNRACTOR also agrees to provide the COUNTY with the results of any independent or self -directed evaluation or research undertaken in respect to the funded program. Withholding Payment: In the event the CONTRACTOR has failed to perform any obligation under this CONTRACT within the times set forth in this CONTRACT, then COUNTY may, upon written notice, withhold from amounts otherwise due and payable to CONTRACTOR, without penalty, until such failure to perform is cured or otherwise adjudicated. Withholding under this clause shall not be deemed a breach entitling CONTRACTOR to termination or damages, provided that COUNTY promptly gives notice in writing to the CONTRACTOR of the nature of the default or failure to perform, and in no case more than ten (10) days after it determines to withhold amounts otherwise due. A determination of the Administrative Officer set forth in a notice to the CONTRACTOR of the action required and/or the amount required to cure any alleged failure to perform shall be deemed conclusive, except to the extent that the CONTRACTOR acts within the times and in strict accord with the provisions of the Disputes clause of this CONTRACT. COUNTY may act in accordance with any determination of the Administrative Officer which has become conclusive under this clause, without prejudice to any other remedy under the CONTRACT, to take all or any of the following actions: (1) cure any failure or default, (2) to pay any amount so required to be paid and to charge the same to the account of the CONTRACTOR, (3) to set off any amount so paid or incurred from amounts due or to become due the CONTRACTOR. In the event the CONTRACTOR obtains relief upon a claim under the Disputes clause, no penalty or damages shall accrue to CONTRACTOR by reason of good faith withholding by COUNTY under this clause. Taxes: CONTRACTOR understands and acknowledges that COUNTY will not withhold Federal or State income taxes. Where required by State or Federal law, the CONTRACTOR authorizes COUNTY to withhold for any taxes other than income taxes (i.e., Medicare). All compensation received by the CONTRACTOR will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the CONTRACTOR to make the necessary estimated tax payments throughout the year, if any, and the CONTRACTOR is solely liable for any tax obligation arising from the CONTRACTOR's performance of this CONTRACT. The CONTRACTOR hereby agrees to indemnify COUNTY against any demand to pay taxes arising from the CONTRACTOR's failure to pay taxes on compensation earned pursuant to this CONTRACT. Professional Services Contract (rev 05/2018) Page 4 COUNTY will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. The CONTRACTOR must pay all other taxes, including, but not limited to, Business and Occupation Tax, taxes based on the CONTRACTOR's gross or net income, or personal property to which COUNTY does not hold title. COUNTY is exempt from Federal Excise Tax. No Guarantee of Employment: The performance of all or part of this CONTRACT by the CONTRACTOR shall not operate to vest any e mployment rights whatsoever and shall not be deemed to guarantee any employment of CONTRACTOR or any employee of CONTRACTOR or any sub -contractor or any employee of any sub -contractor by COUNTY now or in the future. Intellectual Property: COTNRACTOR shall retain all copyrights and other intellectual property rights to written work produced because of this award, including but not limited to, work product listed in SCOPE OF SERVICES CONTRACTOR grants to COUNTY a nonexclusive, irrevocable, perpetual, and royalty - free license to access, reproduce, publish, copy, or otherwise use such written work. Program materials may be reproduced (but not morphed, amended, revised, or redesigned) by any other party, o n a worldwide, non-exclusive basis and without fee in connection with their own educational or program purposes, but may not be used in connection with sales or distribution for profit. The owner must approve any use of project materials not specifically permitted under this provision, in advance and in writing. As appropriate, all materials shall contain an attribution of ownership. ThirdoParty Rights: CONTRACTOR warrants that written work product(s) produced under the terms of this CONTRACT will not infringe, misappropriate, or violate the rights of any third party, or incorporate or be derived from the intellectual property of any third party, without the COUNTY'S prior written consent. Audit Provisions and Non -Compliance: Throughout the course of the CONTRACT term, the COUNTY will monitor compliance with contract requirements outlined in Exhibit A Scope of Services. If the COUNTY, a) encounters non-compliance with the terms outlined in the CONTRACT on the part of the CONTRACTOR, or (b) is not satisfied, in its sole discretion, with the quality of CONTRACTOR'S work, the COUNTY will follow to make a reasonable attempt to assist CONTRACTOR with technical assistance to resolve issues that impede quality and compliance. If compliance and/or quality issues are not resolved through standard technical assistance, or reasonable efforts to provide such assistance, CONTRACTOR will be engaged in corrective action through a Corrective Actions and/or Performance Improvement Plan, as o utlined in Exhibit D. Failure to meet the corrective actions can result in early contract termination, as o utlined in Exhibit D. Contract Close out: Final payment is contingent upon the CONTRACTOR'S ability to provide the COUNTY with all invoices and work product including; plans, narrative reports, and data reports, to release the final payment for services within sixty (60) calendar days of contract completion or termination. The COUNTY shall have no further obligation to pay CONTRACTOR if any invoices or reports are past due for the sixty (60) day period following the contract term end date. Early Termination: The COUNTY may terminate the contract prior to the end of the term if satisfactory compliance is not reached after reasonable efforts have been made to restore compliance, as outlined in Exhibit D. In the case of such termination, CONTRATOR is required to immediately repay the full amount of any funds which CONTRACTOR did not spend as of the date of the notice of termination. CONTRACTOR must submit a final invoice and all reports to a satisfactory level within sixty (60) days of termination to receive payment for any services up until the day of termination. The COUNTY shall have no further obligation to pay CONTRACTOR if any invoices or reports are past due for the sixty (60) day period following termination. iii Professional Services Contract (rev 05/2018) Page 5 Termination for Default: If CONTRACTOR defaults by failing to perform any of the obligations of the CONTRACT or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, COUNTY may, by depositing written notice to CONTRACTOR in the U S. mail, terminate the CONTRACT, and at COUNTY's option, obtain performance of the work e lsewhere. If the CONTRACT is terminated for default, CONTRACTOR shall not be entitled to receive any further payments under the CONTRACT until all work called for has been fully performed. Any extra cost or damage to COUNTY resulting from such default(s) shall be deducted from any money due or coming due to CONTRACTOR. CONTRACTOR shall bear any extra expenses incurred by COUNTY in completing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained by COUNTY by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that CONTRACTOR was not in default, the rights and obligations of the parties shall be the same as if the n otice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. Termination for Public Convenience: COUNTY may terminate this CONTRACT in whole or in part whenever COUNTY determines, in its sole discretion, that such termination is in the interests of COUNTY. Whenever the CONTRACT is terminated in accordance with this paragraph, CONTRACTOR shall be entitled to payment for actual work performed in compliance with Exhibit A -SCOPE OF SERVICES An equitable adjustment in the CONTRACT price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this CONTRACT by COUNTY at any time during the term, whether for default or convenience, shall not constitute breach of CONTRACT by COUNTY. Termination for Reduced Funding: COUNTY may terminate this CONTRACT in whole or in part should COUNTY determine, in its sole discretion, that such termination is necessary due to a decrease in available project funding including State and/or Federal grants. Whenever the CONTRACT is terminated in accordance with this paragraph, the CONTRACTOR shall be entitled to payment for actual work performed in compliance with Exhibit A Scope -of -Services and Exhibit B Compensation. Disputes: 1. Differences between the CONTRACTOR and COUNTY, arising under and by virtue of the AGREEMENT shall be brought to the attention of COUNTY at the earliest possible time in order that such matters may be settled, or other appropriate action promptly taken. For objections that are not made in the manner specified and within the time limits stated, the records, orders, rulings, instructions, and decisions of the Administrative Officer shall be final and conclusive. 2. The CONTRACTOR shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to act by the Administrative Officer of COUNTY, or (2) the happening of any event or occurrence, unless the CONTRACTOR has given COUNTY a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by COUNTY. The written Notice of Potential Claim shall set forth the reasons for which the CONTRACTOR believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. CONTRACTOR shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. 3. The CONTRACTOR shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the accomplishment of the portion of the work from which the claim arose, and before final payment by COUNTY, the CONTRACTOR has given COUNTY a detailed written statement of each element of cost or other compensation requested and of all e lements of additional time required, and copies of any supporting documents evidencing the amount o r the extension of time claimed to be due Professional Services Contract (rev 05/2018) Page 6 Arbitration: Other than claims for injunctive relief brought by a party hereto (which may be brought either in court o r pursuant to this arbitration provision), and consistent with the provisions hereinabove, any claim, dispute or controversy between the parties under, arising out of, or related to this CONTRACT or otherwise, including issues of specific performance, shall be determined by arbitration in Shelton, Washington, under the applicable American Arbitration Association (AAA) rules in effect on the date hereof as modified by this CONTRACT. There shall be one arbitrator selected by the parties within ten (10) days of the arbitration demand, or if not, by the AAA or any other group having similar credentials. Any issue about whether a claim is covered by this CONTRACT shall be determined by the arbitrator. The arbitrator shall apply substantive law and may award injunctive relief, equitable relief (including specific performance), or any other remedy available from a judge, including expenses, costs and attorney fees to the prevailing party and pre -award interest, but shall not have the power to award punitive damages. The decision of the arbitrator shall be final and binding and an o rder confirming the award or judgment upon the award may be entered in any court having jurisdiction. The parties agree that the decision of the arbitrator shall be the sole and exclusive remedy between them regarding any dispute presented or pled before the arbitrator. At the request of e ither party made not later than forty-five (45) days after the arbitration demand, the parties agree to submit the dispute to nonbinding mediation, which shall not delay the arbitration hearing date; provided, that either party may decline to mediate and proceed with arbitration. Any arbitration proceeding commenced to enforce or interpret this CONTRACT shall be brought within six (6) years after the initial occurrence giving rise to the claim, dispute or issue for which arbitration is commenced, regardless of the date of discovery or whether the claim, dispute or issue was continuing in nature. Claims, disputes or issues arising more than six (6) years prior to a written request or demand for arbitration issued under this Agreement are not subject to arbitration. Change in Personnel The success of the approved program is largely contingent on the approved staffing identified in the proposal application and/or related to the final award amount and related services. Should there be any material change in job description, level of authority, or employment status of program staffing (or projected staff start dates for new programs) during the term of the CONTRACT, the COUNTY requires that the CONTRACTOR notify the COUNTY in writing within 15 days of the change and includes a staffing plan to minimize any disruption in services. CONTRACTOR will provide weekly u pdates after the written notice and plan until the staffing change is resolved. Labor Standards: CONTRACTOR agrees to comply with all applicable state and federal requirements, including but not limited to those pertaining to payment of wages and working conditions, in accordance with RCW • 39.12.040, the Prevailing Wage Act; the Americans with Disabilities Act of 1990; the Davis -Bacon Act; and the Contract Work Hours and Safety Standards Act providing for weekly payment of prevailing wages, minimum overtime pay, and providing that no laborer or mechanic shall be required to work in surroundings or under conditions which are unsanitary, hazardous, or dangerous to health and safety as determined by regulations promulgated by the Federal Secretary of Labor and/or the State of Washington. Equipment Purchase, Maintenance, and Ownership The CONTRACTOR agrees that any depreciable equipment purchased, in whole or part, with contract funds at a cost of $1,000 per item or more, is upon its purchase the property of the COUNTY and will be used only for the program funded. The CONTRACTOR agrees to establish and maintain transaction documents (purchase requisitions, packing slips, invoices, receipts) and maintenance records of equipment purchased with Contract funds. The CONTRACTOR shall be responsible for any loss or damage to property of the COUNTY that results from the negligence of the contractor or that results from the failure on the part of the contractor to maintain and administer that property in accordance with sound management practices. In the case of Early Termination, the CONTRACTOR agrees that all such equipment will be returned to the COUNTY unless otherwise agreed upon in writing by the CONTRACTOR and the COUNTY. Professional Services Contract (rev 05/2018) Page 7 Assignment and Subcontracting: The performance of all activities contemplated by this CONTRACT shall be accomplished by CONTRACTOR. No portion of this CONTRACT .may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of COUNTY. If subcontracting approved, CONTRACTOR is responsible to COUNTY should the subcontractor fail to comply with any applicable term or condition of this contract. CONTRACTOR shall audit and monitor the activities of the subcontractor during the contract term to assure fiscal conditions and performance metrics are met. COUNTY will be included on any audit or monitoring activities and reports. Conflict of Interest: If at any time prior to commencement of, or during the term of this CONTRACT, CONTRACTOR or any of its employees involved in the performance of this CONTRACT shall have or develop an interest in the subject matter of this CONTRACT that is potentially in conflict with the COUNTY's interest, then CONTRACTOR shall immediately notify COUNTY of the same. The notification of COUNTY shall be made with sufficient specificity to enable COUNTY to make an informed judgment as to whether or not COUNTY's interest may be compromised in any manner by the existence of the conflict, actual or potential. Thereafter, COUNTY may require CONTRACTOR to take reasonable steps to remove the conflict of interest COUNTY may also terminate this CONTRACT according to the provisions herein for termination. Non -Discrimination in Employment: COUNTY's policy is to provide equal opportunity in all terms, conditions and privileges of employment for all qualified applicants and employees without regard to race, color, creed, religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status. CONTRACTOR shall comply with all laws prohibiting discrimination against any employee or applicant for employment on the grounds of race, color, creed, religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status, except where such constitutes a bona fide occupational qualification. Furthermore, in those cases in which CONTRACTOR is governed by such laws, CONTRACTOR shall take affirmative action to insure that applicants are employed, and treated during employment, without regard to their race, color, creed, religion, national origin, sex, age, marital status, sexual orientation, disability, or veteran status, except where such constitutes a bona fide occupational qualification. Such action shall include, but not be limited to: advertising, hiring, promotions, layoffs or terminations, rate of pay or other forms of compensation benefits, selection for training including apprenticeship, and participation in recreational and educational activities. In all solicitations or advertisements for employees placed by them or on their behalf, CONTRACTOR shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin. The foregoing provisions shall also be binding upon any sub -contractor, provided that the foregoing provision shall not apply to contracts or sub -contractors for standard commercial supplies or raw materials, or to sole proprietorships with no employees. Non -Discrimination in Client Services: CONTRACTOR shall not discriminate on the grounds of race, color, creed, religion, national origin, sex, age, marital status, sexual orientation, disability, or veteran status; or deny an individual or business any service or benefits under this CONTRACT; or subject an individual or business to segregation or separate treatment in any manner related to his/her/its receipt any service or services or other benefits provided under this CONTRACT; or deny an individual or business an opportunity to participate in any program provided by this CONTRACT. Waiver of Noncompetition: CONTRACTOR irrevocably waives any existing rights which it may have, by contract or otherwise, to require another person or corporation to refrain from submitting a proposal to or performing work or Professional Services Contract (rev 05/2018) Page 8 providing supplies to COUNTY, and CONTRACTOR further promises that it will not in the future, directly or indirectly, induce or solicit any person or corporation to refrain from submitting a bid or proposal to or from performing work or providing supplies to COUNTY. Patent/Copyright Infringement: CONTRACTOR will defend and indemnify COUNTY from any claimed action, cause or demand brought against COUNTY; to the extent such action is based on the claim that information supplied by the CONTRACTOR infringes any patent or copyright. CONTRACTOR will pay those costs and damages attributable to any such claims that are finally awarded against COUNTY in any action. Such defense and payments are conditioned upon the following: A. CONTRACTOR shall be notified promptly in writing by COUNTY of any notice of such claim B. CONTRACTOR shall have the right, hereunder, at its option and expense, to obtain for COUNTY the right to continue using the information, in the event such claim of infringement, is made, provided no reduction in performance or Toss results to COUNTY. Confidentiality: CONTRACTOR, its employees, sub -contractors, and their employees shall maintain the confidentiality of all information provided by COUNTY or acquired by CONTRACTOR in performance of this CONTRACT, except upon the prior written consent of COUNTY or an order entered by a court after having acquired jurisdiction over COUNTY. CONTRACTOR shall immediately give to COUNTY notice of any judicial proceeding seeking disclosure of such information. CONTRACTOR shall indemnify and hold harmless COUNTY, its officials, agents or employees from all loss or expense, including, but not limited to, settlements, judgments, setoffs, attorneys' fees and costs resulting from CONTRACTOR's breach of this provision. Right to Review: This CONTRACT is subject to review by any Federal, State or COUNTY auditor. COUNTY or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the Administrative Officer or by COUNTY's Auditor's Office. Such review may occur with or without notice and may include, but is not limited to, on -site inspection by COUNTY agents or employees, inspection of all records or other materials which COUNTY deems pertinent to the CONTRACT and its performance, and any and all communications with or evaluations by service recipients under this CONTRACT. CONTRACTOR shall preserve and maintain all financial records and records relating to the performance of work under this CONTRACT for six (6) years after CONTRACT termination, and shall make them available for such review, within Mason County, State of Washington, upon request. CONTRACTOR also agrees to notify the Administrative Officer in advance of any inspections, audits, or program review by any individual, agency, or governmental unit whose purpose is to review the services provided within the terms of this CONTRACT. If no advance notice is given to CONTRACTOR, then CONTRACTOR agrees to notify the Administrative Officer as soon as it is practical. Insurance Requirements: At a minimum, CONTRACTOR shall provide insurance that meets or exceeds the -requirements detailed in "Exhibit B-Insurance Requirements." Insurance as a Condition of Payment: Payments due to CONTRACTOR under this CONTRACT are expressly conditioned upon the CONTRACTOR's strict compliance with all insurance requirements under this CONTRACT. Payment to CONTRACTOR shall be suspended in the event of non-compliance. Upon receipt of evidence of full compliance, payments not otherwise subject to withholding or set-off will be released to CONTRACTOR. Industrial Insurance Waiver: With respect to the performance of this CONTRACT and as to claims against COUNTY, its officers, agents and employees, CONTRACTOR expressly waives its immunity under Title 51 of the Revised Professional Services Contract (rev 05/2018) Page 9 Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the o bligations to indemnify, defend and hold harmless provided in this CONTRACT extend to any claim brought by or on behalf of any employee of CONTRACTOR. This waiver is mutually negotiated by the parties to this CONTRACT. CONTRACTOR Commitments, Warranties and Representations: Any written commitment received from CONTRACTOR concerning this CONTRACT shall be binding u pon CONTRACTOR, unless otherwise specifically provided herein with reference to this paragraph. Failure of CONTRACTOR to fulfill such a commitment shall render CONTRACTOR liable for damages to COUNTY. A commitment includes, but is not limited to, any representation made prior to execution of this CONTRACT, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, prices or options for future acquisition to remain in effect for a fixed period, or warranties. Defense and Indemnity Contract: Indemnification by CONTRACTOR. To the fullest extent permitted by law, CONTRACTOR agrees to indemnify, defend and hold COUNTY and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the Toss of use resulting there from) which 1) are caused in whole or in part by any act or omission, negligent or otherwise, of the CONTRACTOR, its employees, agents or volunteers or CONTRACTOR's subcontractors and their employees, agents or volunteers; or 2) are directly or indirectly arising out of, resulting from, or in connection with performance of this CONTRACT; or 3) are based upon CONTRACTOR's or its subcontractors' use of, presence upon or proximity to the property of COUNTY. This indemnification obligation of CONTRACTOR shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of COUNTY. This indemnification obligation of the CONTRACTOR shall not be limited in any way by the Washington State Industrial Insurance Act, ROW Title 51, or by application of any other workmen's compensation act, disability benefit act or other employee benefit act, and the CONTRACTOR hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of the CONTRACTOR are a material inducement to COUNTY to enter into this CONTRACT, are reflected in CONTRACTOR's compensation, and have been mutually n egotiated by the parties. P articipation by County — No Waiver. COUNTY reserves 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 CONTRACTOR's indemnity obligations under this CONTRACT. S urvival of CONTRACTOR's Indemnity Obligations. CONTRACTOR agrees all CONTRACTOR'S indemnity obligations shall survive the completion, expiration or termination of this CONTRACT. Indemnity by Subcontractors. In the event the CONTRACTOR enters into subcontracts to the extent allowed under this CONTRACT, CONTRACTOR's subcontractors shall indemnify COUNTY on a basis equal to or exceeding CONTRACTOR's indemnity obligations to COUNTY. Compliance with Applicable Laws, Rules and Regulations: This CONTRACT shall be subject to all laws, rules, and regulations of the United States of America, the State of Washington, political subdivisions of the State of Washington and Mason County. CONTRACTOR also agrees to comply with applicable Federal, State, County or municipal standards for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals. Conflict of Interest N otwithstanding, any determination by the Executive Ethics Board or other tribunal, the COUNTY may, in its sole discretion, by written notice to CONTRACTOR terminate this contract if it is found after Professional Services Contract (rev 05/2018) Page 10 due notice and examination by the COUNTY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW or any similar statute involving CONTRACTOR, or any activities performed pursuant to the contract. U nilateral Contract Changes The CONTRACTOR acknowledges that the COUNTY may correct typographical errors, numbering errors or other minor grammar or punctuation error without the need to amend the agreement. The CONTRACTOR shall be notified when any correction take place and will be provided with a corrected copy of the contract. Contract Monitoring and Program Review CONTRACTOR will permit Mason County staff to visit CONTRACTOR'S premises and review CONTRACTOR'S activities with respect to the program, and will permit the COUNTY at its own expense, to conduct an independent financial and/or programmatic audit of the expenditures related to this contract. Administration Contract: COUNTY hereby appoints, and CONTRACTOR hereby accepts, the Mason County's Community S ervices Director and his or her designee, as COUNTY's representative, hereinafter referred to as the Administrative Officer, for the purposes of administering the provisions of this CONTRACT, including COUNTY's right to receive and act on all reports and documents, and any auditing performed by the COUNTY related to this CONTRACT. The Administrative Officer for purposes of this CONTRACT is: Lydia Buchheit, Community and Family Health & Human Services Manager Mason County Community Services 415 N. 6th Street P hone: 360-427-9670 Ext. 404 Fax: 360-427-7787 E-mail: LydiaB@co.mason.wa.us Financial Contact: Casey Bingham, Finance Manager Mason County Public Health and Human Services 415 N. 6th Street Phone: 360-427-9670 Ext. 562 Fax: 360-427-7787 E-mail: caseyb[a�co. mason.wa. us N otice: Except as set forth elsewhere in the CONTRACT, for all purposes under this CONTRACT except service of process, notice shall be given by CONTRACTOR to COUNTY's Administrative Officer under this CONTRACT. Notices and other communication may be conducted via e-mail, U S mail, fax, hand -delivery or other generally accepted manner including delivery services. Modifications: Either party may request changes in the CONTRACT. Any and all agreed modifications, to be valid and binding upon either party, shall be in writing and signed by both of the parties. Venue and Choice of Law: In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this CONTRACT, the venue of such action of litigation shall be in the courts of the State of Washington and Mason County. Unless otherwise specified herein, this CONTRACT shall be governed by the laws of Mason County and the State of Washington. S everability: Professional Services Contract (rev 05/2018) Page 11 If any term or condition of this CONTRACT or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this CONTRACT are declared severable. Waiver: Waiver of any breach or condition of this CONTRACT shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this CONTRACT shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. The failure of COUNTY to insist upon strict performance of any of the covenants of this CONTRACT, or to exercise any option herein conferred in any one or more instances, shall not be construed to be a waiver or relinquishment of any such, or any other covenants or contracts, but the same shall be and remain in full force and effect. Order of Precedence: A. Applicable federal, state and county statutes, regulations, policies, procedures, federal Office of Management and Budget (OMB) circulars and federal and state executive orders. B Special Conditions C General Terms & Conditions D. Exhibit B Insurance Requirements E. Exhibits A, C, & D Entire Contract: This written CONTRACT, comprised of the writings signed or otherwise identified and attached hereto, represents the entire CONTRACT between the parties and supersedes any prior oral statements, discussions or understandings between the parties. (blank space intentional) Professional Services Contract (rev 05/2018) Page 12 6 EXHIBIT A SCOPE OF SERVICE P rogram Expectations 1. STAFFING a. Hire and maintain staffing appropriate to serve the proposed number of households. b. Job Descriptions: keep on file job descriptions for all personnel related to the program to include the date created, date reviewed, or date revised, duties, responsibilities, authority, and performance expectations. 2. TRAINING. all new staff follow a standard on -boarding training and systems are in place to train staff on policies and procedures, housing diversion, intake forms, customer service, de- escalation techniques, HMIS (Homeless Management and Information Systems data base), data timeliness, motivational interviewing, quality improvement and client file documentation. Additional training may be customized depending on the needs of the agency or clients. 3. PROGRAM RECRUITMENT AND ENROLLMENT a. Policies and procedures relating to prioritization, enrollment criteria and program denial procedures b. Reach and maintain program enrollment to achieve or exceed the goal listed in the RFP application (projected households served). c. Maintain a marketing and outreach plan on file or as part of the policies and procedures d. Perform and document outreach activities to community providers or providers in neighboring counties if services are not provided or there is limited capacity in Mason County. e. Low barrier programs and services f. Participation in and collaboration with Coordinated Entry g. Inter -Agency collaboration that improves program enrollments 4. VOLUNTARY SERVICES. Services will be provided to clients on a voluntary basis. Organization Overview: Northwest Resources N orthwest Resources II, Inc. is a behavioral health organization serving residents of Thurston and Mason Counties in Washington State. NWRII programs and services include: Inpatient and Outpatient Substance Use Disorder Treatment, Outpatient Mental Health Treatment, Psychiatric Medication Management, Intensive Case Management, Care Coordination, Housing Case Management and Jail Re -Entry Case Management. N orthwest Resources II (NWRII) has been providing Substance Abuse/Chemical Dependency Treatment Services in Thurston County since 1993 and in Mason County since (1995). NWRII has been providing Mental Health Treatment services in Thurston and Mason Counties since (2016). NWRII provides inpatient and outpatient chemical dependency treatment in Mason County, as well as outpatient mental health treatment. NWRII provides outpatient chemical dependency and mental health treatment at 3 different branch site locations in Thurston County. NWRII has approximately 64 employees in Thurston and Mason Counties providing treatment services. We have 5 branch sites (inpatient/outpatient chemical dependency treatment and outpatient mental health treatment -Shelton; Supportive Outreach Services -Shelton; outpatient chemical dependency and mental health treatment - 3 sites in Olympia). NWRII Chemical Dependency/Mental Health Counselors and Case Managers are cross trained to provide coverage when someone is on leave (vacation/sick). NWRII also employ staff in a Floater position to cover positions when individuals are out. Northwest Resources II, Inc.'s mission statement: With an unyielding commitment to provide clinical excellence, extraordinary service and compassionate care to individuals and families. NWRII's staff is all trained to provide services in this manner. We have the capacity to help uninsured individual's Professional Services Contract (rev 05/2018) Page 13 access insurance and offer a sliding scale fee schedule to those who are uninsured / underinsured. Our sliding scale fee aligns with current Federal poverty guidelines. Identified Problem: NWRII's Care Coordination Program addresses the needs/problems identified above by providing Intensive Case Management, Care Coordination and rental assistance to individuals in the community. This is accomplished both through assertive outreach in the community, as well as through collaborating with other providers in the community to accept referrals. NWRII Care Coordinator provides Intensive Case Management Services to individuals in the community who require a higher level of assistance in identifying needs/goals and navigating services. ICM services are focused primarily on individuals experiencing homelessness and/or transitioning from jail back into the community. NWRII Care Coordinator works directly with SUD, MH and Co -Occurring Disorders Clinicians and other service providers in the community to assist clients in accessing SUD, MH, COD treatment, primary health care, housing, rental assistance, shelter, employment, educational opportunities, food, clothes and other basic needs. NWRII Care Coordinator directly assists individuals in completing job applications, resumes, housing applications, financial benefit applications, college applications, financial aid applications, rental assistance applications, scheduling treatment appointments, provides direct transportation to appointments, accessing clothing, food, etc. N WRII Care Coordinator collaborates with other service providers in the community to ensure that all needs/goals are met and that individuals do not "slip through the cracks." NWRII's Program also provides Care Coordination Services for individuals who do not require the same level of care as those in Intensive Case Management. NWRII Care Coordinator collaborates with service providers in the community to assist clients in accessing SUD, MH, COD treatment, primary health care, housing, rental assistance, shelter, employment, educational opportunities, food, clothes and other basic needs. This is provided by identifying individual needs/goals and coordinating care with other providers such as NWRII's Inpatient and Outpatient SUD and Mental Health offices, Mental Health Professionals, Behavioral Health Resources, Mason General Hospital, Life Line Shelter, North Mason Resources, WorkSource, Saints Pantry, Bremerton Housing Authority, Catholic Community Services, Crossroads Housing, Department of Social and Health Services, the Community Action Council, U nited Way of Mason County, Love Inc., Choice Regional Health Network, Olympic College, Mason County Transit Authority, Projects for Assistance In Transition from Homelessness (PATH), Consejo, Oxford House Laurel and Freshstart Housing. NWRII Care Coordinator will assist individuals with purchasing bus passes to make scheduled appointments, particularly to Inpatient SUD Treatment Facilities outside of the community. In addition to Intensive Case Management and Care Coordination Services, our program is also able to provide up to 3-months of rental assistance and deposit assistance in clean and sober (Oxford) or other supportive housing. These individuals must be actively engaged in SUD, MH or Co -Occurring Disorders treatment to access this rental assistance. P rogram Title and Description: Care Coordinator N WRII will provide Care Coordination Services by collaborating with service providers in the community to assist program participants in meeting needs and reaching goals pertaining to: S ubstance Use Disorder (SUD) Treatment; Mental Health Treatment; Co -Occurring Disorders Treatment; Primary Care; Health Care Insurance; Housing; Rental Assistance; Shelter; Employment; Financial Benefits; Education; Food; Clothing, Transportation; Other Basic Needs. NWRII Care Coordination program works collaboratively with the therapeutic courts, such as Family Recovery Court, Veterans Court and Mental Health Court. NWRII's Care Coordination Program provodes Intensive Case Management Services and Care Coordination with a goal of increasing access to Mental Health and Substance Use Disorder treatment. NWRII provides Inpatient and Outpatient Substance Use Disorder Treatment, Outpatient Mental Health Treatment as well as Co - Occurring Disorders Treatment. This allows our Care Coordinator direct, low -barrier access to these services. NWRII's Care Coordination Program will address the revolving door of individuals who cycle repeatedly through the streets, hospital emergency room and jail. This is accomplished by increasing • Professional Services Contract (rev 05/2018) Page 14 61 access/reducing barriers to SUD Treatment, Mental Health Treatment and Co -Occurring Disorders Treatment, clean and sober/supportive housing, employment, financial benefits, education, primary care, food, clothing and shelter. This is also specifically addressed by working with local jails to provide transition planning for individuals re-entering the community. NWRII Care Coordinator works directly with jail staff, probation officers, etc. to provide care coordination for individuals housed in the jails. The Care Coordinator makes sure that needs/goals are identified prior to release, and appointments are scheduled in advance. NWRII's Intensive Care Coordination Program will address the need to address the intergenerational cycle by working directly with parents/families to address all the above -mentioned goals/needs. Program Goals 1. Provide Care Coordination for at least 250 households annually as a component of a coordinated mental health and/or substance use disorder treatment program. a. Track and report the number of individuals enrolled in and the type of treatment (e.g. Detox, Inpatient, MAT, outpatient). i. 100 individuals enrolled into inpatient SUD treatment ii. 25 enrolled into MAT treatment b. Report the number of individuals that are receiving outpatient treatment services that the Care Coordinator is working directly with the outpatient therapist to provide coordination and navigation services. i. 75 enrolled into outpatient mental health treatment ii. 100 enrolled into outpatient SUD treatment c. Track and report the number of individuals that were homeless prior to treatment or exiting treatment facilities that become housed. i. Assist 150 people experiencing homelessness at intake and 50% obtain housing during program engagement ii. 40 housed with other rental assistance funds such as HEN , RRH, SSVF, VASH d. Track and report repeat utilization with the goal of NWRII's Intensive Care Coordination Program to reduce the number of repeat utilizers of the program, as well as increase the amount of time between program exit and re-entry for existing repeat utilizers. 2. Report on the number, type and attendance of classes taught 3. Act as the primary contact for the Mason County Jail and the BHO's Jail -Based Intensive Case Management program on Jail Re-entry. Track and report the number of people served to establish a baseline. 4. Act as the primary contact for law enforcement and Mason General Hospital on Behavioral Health emergency room releases to ensure individuals connect with and enroll in treatment services. Track and report the number of people served to establish a baseline. 5. Increase treatment retention/completion rates (working collaboratively with clinicians/case managers and assisting with clean and sober/supportive housing), 6. Increase access to clean and sober/supportive housing for those engaged in treatment (working collaboratively with oxford houses/landlords, coordinating rental/deposit assistance); 7. Increase housing retention rates (assistance in accessing employment opportunities and/or access to other financial benefits); 8. Outreach: Outreach Activity times Frequency per month) (# of Location(s) Contacts nrollments per month per month Street Outreach 10 Mason County 20 5 transit (includes streets, camps, center, etc.) Outreach to 25 Mason County 35 2 service providers Professional Services Contract (rev 05/2018) Page 15 Fiscal and Programmatic Reporting All COUNTY provided templates must be used and not modified without the expressed, written permission from the COUNTY. The COUNTY has the right to change the reporting requirements at any time. 1. Monthly Financial Invoice and Line Item Reports: a. All invoices and reports must be accurate, complete and received to a satisfactory level before invoices will be processed. b. COTNRACTOR will submit monthly Financial Line Item Reports using the template provided by the COUNTY as close to the first (1st) of each month as possible The county has one to two vendor payment dates each month. The due dates and payment dates vary each month. If the first due date is missed, and all invoices and reports are satisfactory, the invoice will be processed on the next vendor cycle. For a list of vendor payment due dates, CONTRACTOR may contact the financial assistant for Mason County Community Services. The CONTRACTOR may not manipulate, change, or adjust the template without prior written permission from the County. 2 Monthly Program Enrollment: Contractor will submit Monthly Program Enrollment Numbers on the template within the financial invoice. The earlier the Monthly Enrollment Numbers are submitted the earlier the invoices can be approved for processing. Monthly Program Enrollment Numbers will include: a. Program Carry -in — This information is only entered once at the start of the contract term. The total number of unduplicated households currently active in the program, at the start of the contract term, in the following categories: i. Adults: Households with adults only ii. Families: Households with adult(s), youth (18 — 24 years) and children (under 18 years) iii. Youth Only: Households that are youth and/or children only. b. The number of newly enrolled, unduplicated households from the previous month separated by the above categories. This will be used to calculate tracking toward projected numbers served. c. Total number of unduplicated households that exited the program d. Total persons e. Programs with Case Management, Care Coordinator, Navigator, Advocate or related job title will provide the additional information i. Total number of unduplicated household referrals made and to what providers ii. Total number of unduplicated households that were referred and are now enrolled in that program f. CONTRACTOR is expected to keep a log of "reasons for denial" for each household not enrolled into the program g. CONTRACTOR is expected to keep a log of reasons an individual didn't qualify for Medicaid or other insurance limitations warrant the use of Treatment Sales Tax funds. 3. Provided Quarterly - Monthly Street & Marketing Outreach Documentation: a Activity — type of outreach b. Purpose of the activity c. Frequency of activity (the number of times the activity was conducted in the month) d. Number of people connected with e. Number of community providers met with f. Number enrolled into program g. Percent to goal as provided in the RFP application 4. Quarterly Program Performance Report a. Active Program Participant Demographics i. Total adult unduplicated households ii. Total family, unduplicated households iii. Total youth, unduplicated households iv. Total number of adults by gender (male, female, other gender) v. Total number of youth and children by gender vi. Total number of veterans by gender vii. Total number literally homeless by gender viii. Location — total number served by zip code b. Programs with Case Managers, Navigators, Care Coordinators or similar job title i. Total number of referrals to each agency in a list format ii. Total number enrolled at each agency iii. Examples of programs includes, but is not limited to, Detox facility, inpatient treatment programs, MAT treatment, Outpatient therapy, and Coordinated Entry. c. Clinical Reports Professional Services Contract (rev 05/2018) Page 16 i. Use a non -identifiable code and include demographic information and veteran status ii. Pre and Post assessment scores. iii. Number of individual, family and group counseling sessions 5. Biaannual Program Narrative Report: Contractor will submit TWO (2) Program Narrative Reports on January 10 and July 10. While this report is submitted bi-annually, it is meant to be accumulative in the data, reflection and analysis of trends to include quarterly data comparisons so that a "year-end" report will result with the final submission. The report is expository in nature and must follow this format: a. Introduction: Brief organization and program overview b. Methods: What your program does and how c. Results: program results displayed by quarter using tables, charts, and graphs with brief descriptions d. Discussion: Conclusion and analysis of how the program is tracking toward target outcomes to include trends, challenges, successes, and insights of addressing the community need the program is working to solve. e. Success Story: Sample of clients' success story (Non -identifiable information) 6. Meetings: a. Quarterly In -Person Program Meeting to review monthly enrollment reports, financial invoices, quarterly performance reports, narrative report and other topics such as internal processes, quality improvement, and community collaboration. CONTRACTOR is responsible for setting up a regular meeting day and time and rescheduling for any variations that should happen. b. Monthly Provider Meeting: CONTRACTOR agrees to attend at least 80% of the monthly provider meetings. Months are August, September, October, December, January, February, April, May, and June. c. Coalition Meetings: CONTRACTOR agrees to a leadership role in the Housing & Behavioral Health Coalition. This role includes, but is not limited to, lead/facilitate meetings, lead or organize trainings, lead work groups, community strategic plan development and implementation. Two-thirds attendance required by the executive director, board member or program manager. Months are July, November, and March. d. Case Staffing (name by name) Meetings: Meetings will be organized and conducted by Coordinated Entry and occur one to two times per month and 75% attendance is expected for case managers, advocates, care coordinators, navigators and other similar positions that are directly working with clients. 7. Coordinated Entry: All agencies awarded Treatment Sales Tax funds are required to participate in Coordinated Entry when an individual discloses homelessness or imminently at -risk of homelessness. Participation means CONTRACTOR will send and receive referrals to and from Coordinated Entry. Positions funded such as Case Manager, Care Coordinator, Advocates and Navigators will be evaluated based on program outcomes, enrollments into other programs, data quality, contract monitoring of client files to program fidelity, and attendance at Case Staffing (name by name) meetings. Examples of other program enrollments include VASH, TBRA, HEN, TANF, Mental Health treatment options, Substance Use Disorder treatment options, Shelter, Rapid Rehousing, energy assistance, Veterans Assistance Fund, etc. Annual Point in Time Count: CONTRACTOR agrees to participate in the Annual Point in Time Count in the following ways: a. Promote attendance at the area Project Connect Events b. As a provider at the Point in Time Count Event c. Conduct surveys on individuals experiencing homelessness 10. Data Quality and Timeliness: CONTRACTOR agrees to conduct regular, internal data quality and timeliness checks as part of a quality assurance process. 11. Additional Requirements: Contractor will maintain and make available to the County, if requested, documentation demonstrating accomplishments of this Contract. Such documentation may include, but is not limited to: a. Client satisfaction surveys b. Services provided, service dates and number of service hours c. Case notes, participant goals and progress toward goals d. Attendance Sheets e. Data collection and assessments by participants f. Mileage logs g. Demographic information of participants h. Client file reviews i. Program denial documentation Professional Services Contract (rev 05/2018) Page 17 Financial Invoice and Reporting Schedule Item Date Frequency Due / Deliverable Name (refer additional Description to Exhibit information) B for Criteria for Acceptance 1 On or 30, before 2018 July Special Conditions Contract Special Requirements Conditions Section in the All current, requested complete information and accurate. must be 2 Monthly, to the month 1st as of close each Monthly Enrollment Invoice Line Report & Item Monthly program to be invoice enrollments reimbursed workbook that and month including expenses itemized Complete invoice and accurate detail of including expenses 3 Tuesday Monthly month of - 2nd each Housing Provider Meeting Coalition and Executive and/or in discussions collaboration monthly program Response Director, provider to lead improve and Board System to the leadership participate member, agency Crisis 80% attendance on an to annual meetings basis measured 4 Twice Monthly Case Name meetings Staffing -by -name / participate Case navigators managers, in and case similar care staffing coordinators, job titles meetings to 75% attendance 5 before Oct., Quarterly, the Jan., July 10th April., on or of & Documentation Monthly Quarterly Outreach Program of application Submitted account effort other as program documenting to quarterly, outlined increase enrollments in a in-house outreach the monthly RFP or Follows application; the plan on each -time; presented program and accurate in the RFP for 6 Quarterly, on or Quarterly Performance Report Program Program agency and Housing referrals customer Placement and demographics, enrollments, Report proper All reports and all complete directions accurate use followed and of received; templates; before Oct., the Jan., 10th April., of & July 7 Quarterly, than Oct., the Jan., and July no 25th later April of performance Quarterly person review in- quarterly CONTRACTOR toward performance to outcomes meet and and tracking discuss 100% attendance 8 Bi-annual, 10 January & July 10 Program Report Narrative Narrative report provides Follows acceptable format, data and instructions analysis level of program and 9 7/10/19 Contract Close-out narrative performance analysis Year-end summary; report with the financial recommendations enrollment report; next including year spenddown outreach; report; a program and for accurate and Year-end complete and directions report received use is followed comprehensive, of on templates; time; proper all 10 August - February Point Count in Time Time provider Participate promote Project Event; individuals Count at attendance homelessness Connect the Conduct in in the the Point experiencing Annual following Events; surveys in at Time the Point as on ways: area Count a in Participation survey's and conducted the number of CONTRACTOR must use templates when provided by Mason County Professional Services Contract (rev 05/2018) Page 18 hXHIUI T R INSURANCE RF o UIRI=VIENTS • A. MINIMUM Insurance Requirements: • 1 Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01, with an edition date prior to 2004, or the exact equivalent Coverage for an additional insured shall not be limited to its vicarious liability Defense costs must be paid in addition to limits. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. 2. Workers' Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits for CONTRACTOR's, with two (2) or more employees and/or volunteers, no Tess than $1,000,000 per accident for all covered losses. 3. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including owned, non -owned and hired autos, or the exact equivalent. Limits shall be no less than $1,000,000 per accident, combined single limit. If CONTRACTOR owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If CONTRACTOR or CONTRACTOR's employees will use personal autos in any way on this project, CONTRACTOR shall obtain evidence of personal auto liability coverage for each such person. B. Certificate of Insurance: A Certificate of Insurance naming COUNTY as the Certificate Holder must be provided to COUNTY within five (5) days of CONTRACT execution. C. Basic Stipulations: 1 CONTRACTOR agrees to endorse third party liability coverage required herein to include as additional insureds COUNTY, its officials, employees and agents, using ISO endorsement CG 20 10 with an edition date prior to 2004. CONTRACTOR also agrees to require all contractors, subcontractors, and anyone else involved in this CONTRACT on behalf of the CONTRACTOR (hereinafter "indemnifying parties") to comply with these provisions. 2. CONTRACTOR agrees to waive rights of recovery against COUNTY regardless of the applicability of any insurance proceeds, and to require all indemnifying parties to do likewise. 3. All insurance coverage maintained or procured by CONTRACTOR or required of others by CONTRACTOR pursuant to this CONTRACT shall be endorsed to delete the subrogation condition as to COUNTY or must specifically allow the named insured to waive subrogation prior to a loss. 4. All coverage types and limits required are subject to approval, modification and additional requirements by COUNTY CONTRACTOR shall not make any reductions in scope or limits of coverage that may affect COUNTY's protection without COUNTY's prior written consent. 5. CONTRACTOR agrees to provide evidence of the insurance required herein, satisfactory to COUNTY, consisting of: a) certificate(s) of insurance evidencing all of the coverages required and, b) an additional insured endorsement to CONTRACTOR's general liability policy using Insurance Services Office form CG 20 10 with an edition date prior to 2004 CONTRACTOR agrees, upon request by COUNTY to provide complete, certified copies of any policies required within 10 days of such request COUNTY has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests. Any premium so paid by COUNTY shall be charged to and promptly paid by CONTRACTOR or deducted from sums due CONTRACTOR. Any actual or alleged failure on the part of COUNTY or any other additional insured under these requirements to obtain proof of insurance required under this CONTRACT in no way waives any right or remedy of COUNTY or any additional insured, in this or in any other regard. 6. It is acknowledged by the parties of this CONTRACT that all insurance coverage required to be provided by CONTRACTOR or indemnifying party, is intended to apply first and on a primary non-contributing basis in relation to any other insurance or self-insurance available to COUNTY. Professional Services Contract (rev 05/2018) Page 19 7 CONTRACTOR agrees not to self -insure or to use any self -insured retentions on any portion of the insurance required herein and further agrees that it will not allow any indemnifying party to self- insure its o bligations to COUNTY. If CONTRACTOR's existing coverage includes a self -insured retention, the self - insured retention must be declared to the COUNTY. The COUNTY may review options with CONTRACTOR, which may include reduction or elimination of the self -insured retention, substitution of other coverage, or other solutions. 8 CONTRACTOR will renew the required coverage annually as long as COUNTY, or its employees or agents face an exposure from operations of any type pursuant to this CONTRACT. This obligation applies whether or not the CONTRACT is canceled or terminated for any reason. Termination of this obligation is n ot effective until COUNTY executes a written statement to that effect. 9. The limits of insurance as described above shall be considered as minimum requirements. Should any coverage carried by CONTRACTOR or a subcontractor of any tier maintain insurance with limits of liability that exceed the required limits or coverage that is broader than as outlined above, those higher limits and broader coverage shall be deemed to apply for the benefit of any person or organization included as an additional insured and those limits shall become the required minimum limits of insurance in all Paragraphs and Sections of this CONTRACT. 10. None of the policies required herein shall be in compliance with these requirements if they include any limiting endorsement that has not been first submitted to COUNTY and approved of in writing. 11. The requirements in this Exhibit supersede all other sections and provisions of this CONTRACT to the extent that any other section or provision conflicts with or impairs the provisions of this Exhibit. 12 Unless otherwise approved by COUNTY, insurance provided pursuant to these requirements shall be by insurers authorized to do business in Washington and with a minimum A.M. Best rating of A:VII. 13. All insurance coverage and limits provided by CONTRACTOR and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this CONTRACT limits the application of such insurance coverage. 14 CONTRACTOR agrees require insurers, to provide notice to COUNTY thirty (30) days prior to cancellation of such liability coverage or of any material alteration or non -renewal of any such coverage, other than for non-payment of premium. CONTRACTOR shall assure that this provision also applies to any subcontractors, joint ventures or any other party engaged by or on behalf of contractor in relation to this agreement Certificate(s) are to reflect that the issuer will provide thirty (30) days' notice to COUNTY of any cancellation of coverage. 15 COUNTY reserves the right at any time during the term of the CONTRACT to change the amounts and types of insurance required by giving the CONTRACTOR ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONTRACTOR, the COUNTY and CONTRACTOR may renegotiate CONTRACTOR's compensation.' 16. Requirements of specific coverage features are not intended as limitation on other requirements or as waiver of any coverage normally provided by any given policy Specific reference to a coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all-inclusive. 17. CONTRACTOR agrees to provide immediate notice to COUNTY of any claim or loss against CONTRACTOR arising out of the work performed under this agreement. COUNTY assumes no obligation o r liability by such notice but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve COUNTY. Professional Services Contract (rev 05/2018) Page 20 EXHIBIT C BUDGET Submit monthly invoices and program reports electronically to tparker�co.maon.wa.us as close to the first (Vt) of each month as possible. Annual Amount Funded 18-month Amount Comment Northwest Resources II Funded (TST)t TS } $58,061 $87,092 Care Coordinator Wage $4,993 $7,490 Care Coordinator Benefits Administration $5,222 $7,833 $265 $398 Client Essential Needs Supplies Postage $55 $83 $68 Office Supplies, $45 copies $200 $300 All non transportation events, -client, training, staff (meetings, etc.) Staff Mileage Client ransportation $3, 000 $4, 500 includes transportation staff of clients $8,620 $12,930 Building Rent Maximum Contract Total $80,461 $120,692 Payment: Funding will be disbursed upon submitting the program reports and expenditure invoice according to the vendor payment schedule of the County Assessor's Office. COUNTY will reimburse CONTRACTOR for actual expenditures incurred each month and back up receipts must be kept on file by the grantee. Payment is provided that COTNRACTOR performs the services and submits all reporting to a satisfactory level. Monthly expenditures will be reported using the template provided. Payment is on the assumption that State and local funds are available to the COUNTY for disbursement to the CONTRACTOR and have been expended and program requirements met, or earlier in the event of non-compliance. If State or local funds are not available to the COUNTY, the COUNTY reserves the right to amend the payment terms and the amount of the maximum contract total. The term of this CONTRACT begins on the Effective Date, and the CONTRACTOR agrees not to incur any expenses on the program using COUNTY funding prior to the effective date. The CONTRACT end date is June 30, 2019, or earlier in the event of non-compliance. In the event state funding changes, the COUNTY reserves the right to amend the payment terms and the amount of the contract total. Professional Services Contract (rev 05/2018) Page 21. EXHIBIT I) AUDIT PROVISIONS, CONTRACT MONITORING, NONcCOMPLIANT STATUS AND NON COMPLIANT COURSES OF ACTION. 1. Contract Monitoring. COUNTY will monitor CONTRACTOR compliance with the general terms, conditions, and requirements of this contract through audits (remote or on -site), and all reporting and financial activity through review of the following, though not limited to; CONTRACTOR monthly financial and enrollment reports, general ledger transaction detail, quarterly narrative reports, and meetings with CONTRACTOR. Contracts that are in non- compliance are at -risk of not qualifying for additional funding through the Request for Proposal Process. Effective 7/1/18: If CONTRACTOR received grant funds the previous contract term (7/1/17 6/30/18), CONTRACTOR has until July 31 to close out previous contract by submitting all invoices and reports to a satisfactory level. COUNTY is not obligated for payment beyond this period. If funding has been awarded for the next grant term and there are outstanding invoices or reports that are not cleared to a complete and satisfactory level by July 31, the CONTRACTOR will start the new contract term in Probation Status. 2. Corrective Action: assessed monthly with the submission of financial invoices and performance reporting. Corrective Actions are reserved for contract issues that are behavioral in nature. The steps are progressive, and the CONTRACTOR will remain in the non- compliance status corresponding to the infractions and delinquencies outlined below. a. In -Compliance b. Corrective Action Status c. Probation Status d. Reduction in Funding e. Early Termination 3. Non -Compliance Corrective Action Steps: a. First Offense: Late submissions, not following directions, missing documents, incomplete documents, acts of defiance, and/or discrepancies. CONTRACTOR will have five (5) business days to fix and return to a satisfactory level. If not fixed to a satisfactory level within five (5) business days, CONTRACTOR must submit a Corrective Action Plan and is now in a Corrective Action Status and will remain in this status. b. Second Offense (consecutive or non-consecutive): Late submissions, not following directions, missing documents, incomplete documents, acts of defiance, and/or discrepancies. CONTRACTOR will have 5 business days to fix and return to a satisfactory level. If not fixed to a satisfactory level within five (5) business days, a withhold of payment action will go into immediate effect. Payments will be withheld until all invoices and/or reporting is completed to a satisfactory level. CONTRACTOR remains in Corrective Action Status. c. Third Offense: Probation Status. CONTRACTOR will have five (5) business days to fix and return to a satisfactory level. If not fixed to a satisfactory level within five (5) business days, the withhold of payment action will continue. Payments will be withheld until all invoices and/or reporting is completed to a satisfactory level. CONTRACTOR remains in Probation Status. d. Fourth Offense: Reduction in Funding Status. 20% reduction in funding over the remaining contract balance. CONTRACTOR will have five (5) business days to fix and return to a satisfactory level. If not fixed to a satisfactory level within five (5) business days, the withhold of payment action will go into immediate effect. Payments will be withheld until all invoices and/or reporting is completed to a satisfactory level. CONTRACTOR remains in Reduced Funding Status. CONTRACTOR may apply for Professional Services Contract (rev 05/2018) Page 22 funding on the next Request for Proposal cycle, but future funding awards will be impacted. e. Fifth Offense: Grounds for early contract termination. If the contract is terminated early, the COTNRACTOR will be notified and expected to follow all contract obligations under the contract close-out clause. CONTRACTOR may apply for funding on the next Request for Proposal cycle but will start the contract term on probationary status. 4. Performance Improvement Plan Status: assessed monthly and quarterly with the submission of performance reports. Performance Improvement Plans are reserved for contract issues that impact deliverables around numbers served. a. In Compliance b. Step 1: Monitoring Status monthly performance is below 85% of projection. CONTRACTOR must submit an Action Plan to improve performance that is subject to monthly reviews with COUNTY staff. The Plan shall: cite and describe the Contractor's specific area(s) in need of improvement, including, though not limited to: compliance with contract requirements, model fidelity, Performance progress, financial activity, and/or enrollment performance in need of improvement. For the specified area(s) in need of improvement, the Plan shall provide metrics or benchmarks to serve as indicators of satisfactory improvement. Identify corrective action items and/or steps the Contractor shall comply with to address cited areas in need of improvement. The plan shall also identify technical assistance and/or other supports designated to be made available to the Contractor by COUNTY to assist the Contractor in achieving satisfactory improvement. Outline a timeline for the completion of the Performance Improvement Plan by the Contractor. c. Step 2: Performance Improvement Plan Status — assessed at quarterly benchmarks. CONTRACTOR must submit a Performance Improvement Plan. CONTRACTOR will participate in a monthly Performance Improvement Plan meeting with COUNTY staff. The purpose of the meeting is to discuss the plan; gather information and feedback from the CONTRACTOR; share and review COUNTY data; other available program data; and other information related to areas in need of improvement which may be used to inform, evaluate and update the Performance Improvement Plan. d. Step 3: 20% reduction in funding over the balance of the contract if CONTRACTOR'S performance remains below projections for two or more quarters. e. Farly Contract Termination. COUNTY may terminate this contract prior to the end of the Term if satisfactory progress toward the goals of the Performance Improvement Plan is not met by the CONTRACTOR, and/or if the Contractor is not able to or is not cooperative in development and Performance of the Performance Improvement Plan. f. Transition off Performance Improvement Plan Status: If satisfactory improvement in the specific area(s) indicated in Plan is met by the CONTRACTOR, within the timeline for completion of the Plan, the CONTRACTOR shall be transitioned out of Performance Improvement Status. COUNTY will provide the CONTRACTOR written notice of this transition once it has determined satisfactory improvement has been met following the timeline for completion of the Plan. 5. Contract Close -Out: In the event a CONTRACTOR is delinquent on final contract close-out invoicing and/or reporting, and they have been re -funded whether it is the same or a different program, the current contract will start in probation status under the Non -Compliance Corrective Action Steps. Under this condition, any missed deliverable or act of non- performance can lead to early termination. Professional Services Contract (rev 05/2018) Page 23