HomeMy WebLinkAboutNorthwest Resources II - Contract MASON COUNTY
PROFESSIONAL SERVICES CONTRACT
CONTRACT#
This CONTRACT is made and entered into by and between Mason County, hereinafter
referred to as"COUNTY" and Northwest Resources 11, hereinafter referred to as
"CONTRACTOR."
....................................................... .....-
Contracted Entity Northwest Resources 11
270.8-West .0 ..........Add ress. m o r.'CT
... ..................
City, State, Zip Code Olympia, WA 98506
Phone 1360-943:-0
Primary.,Contact: Name,.Title ' Dennis Neal
Prirriary.Contact: E--'m;all j riwdigh-6;0;coin;
.... ........
Washington State.UBI# 601-619-511
Federal EIN 9 1 1678289 ..........
j Total,Award/.C.on.tract..Value�,.. J.$1699,003,24 .......
1'*Contract-Term J;i uAry 1,:2025*'— December 31,'2025
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 any [Special Conditions,
General Terms and Conditions, Exhibits, etc.].
CONTRACTOR NAME BOARD OF COUNTY COMMISSIONERS
MASON COUNTY, WASHINGTON
ants:
A. gency'Name '113\pndly Neathc)rlin,-Chair
00-0,4
00"
.............................
Autho6� Si nature Datei.
ufl. APPROVED AS TO FORM:
4
Print Name &Title
C IN
Date
Tim Whitehead, Chief DPA
Professional Services Contract (rev 01/2024) Page 1
i is
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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 the contract award
start date for the CONTRACTOR to submit an invoice and receive funding. If the
agency has provided these documents under a previous contract, only updated
documents need to be provided. For tracking purposes, please notify COUNTY on each
item stating "no updates" if this is the case. I
i=
1. CONTRACT REQUIREMENTS to receive funding: '
a. Vendor Payment Form
b. Certificate of Insurance(see requirements Exhibit B) i
Funding Source. Treatment Sales Tax (RCW 82.14,460)
General Terms and Conditions i.
Scope of Services:
CONTRACTOR agrees to provide COUNTY the services and any materials as set forth
as identified in "Exhibit A Scope of Services," during the CONTRACT period. In the
event that CONTRACTOR expends the total award specified in "Exhibit C Budget"
before the end of the CONTRACT duration, CONTRACTOR remains liable to provide
COUNTY the services as identified in "Exhibit A Scope of Services." No material, labor
or facilities will be furnished by COUNTY, unless otherwise provided for in the
CONTRACT.
CONTRACTOR may submit a written proposal with an estimated cost for other
expenses allowable under the RCW 82.14.460 that may not be specified in "Exhibit A
Scope of Services."The COUNTY must give written approval before any expenses are
incurred and considered allowable costs for reimbursement to this 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.
Amendments and Extension:
This CONTRACT may be amended by mutual agreement of the parties. Such
amendment shall not be binding unless they are in writing and signed by personnel
authorized to bind each of the parties.
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.
Professional Services Contract (rev 01/2024) Page 2
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Debarment Certification:
The CONTRACTOR, by signature to this contract, certifies that the CONTRACTOR is '
not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded in any Federal department or agency from participating in
transactions.
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. i
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.
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.
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.
Professional Services Contract(rev 01/2024) Page 3
No Guarantee of Employment:
The performance of all or part of this CONTRACT by the CONTRACTOR shall not
operate to vest any employment 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 at the present
time or in the future.
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 actually 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, so as to comply
with municipal auditing requirements. Acceptable invoices will be processed within 30
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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, in e.
accordance with COUNTY's customary procedures, pursuant to the fee schedule set x
forth in Exhibit C.
E
Fraud and Other Loss Reporting:
CONTRACTOR shall report in writing all known or suspected fraud or other loss of any
funds or other property furnished under this CONTRACT immediately or as soon as
practicable.
Billing Procedures and Payment:
The funding awarded may only be used for eligible activities and expenses. COUNTY
will pay CONTRACTOR upon acceptance of services provided and receipt of properly
completed invoices, which shall be submitted to the COUNTY representative not more
often than monthly. Exceptions to the single billing per month (or quarterly) can be
made by the COUNTY on a case-by-case basis. The CONTRACTOR shall only be paid
as a reimbursement of allowable costs incurred.during each invoice period, according to
the terms provided in Exhibit A, if CONTRACTOR performs the services and submits all
reporting to a satisfactory level.
The COUNTY may, in its sole discretion withhold payments by the Grantee for services
rendered if the CONTRACTOR fails to satisfactorily comply with any term or condition of
this Grant. No payments in advance or in anticipation of services or supplies to be
provided under this-Grant shall be made by the COUNTY.
Professional Services Contract (rev 01/2024) Page 4
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Withholding Payment:
In the event the CONTRACTOR has failed to perform any obligation under this I'
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 j
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.
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.
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.
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..,.
Professional Services Contract (rev 01/2024) Page 5
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. CONTRAOTP3R shall c,d with all laws prohibiting tliscrin rnation
against any employee of''-"'pplicant for employment on the grouds of race, coiQr,_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 i
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. I
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 T
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.
`s
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 providing supplies to COUNTY, and CONTRACTOR further
promises that it will not in the future, directly or indirectly, induce or solicit any person or
Professional Services Contract (rev 01/2024) Page 6
co o #iori ta.r € from submitting a bid or proposal to or from performing work or x
rng'suppf"to..COUNTY.
ff
Work Product:
CONTRACTOR will provide COUNTY with all work product including; plans, data
reports, prior to the release of the final payment for services.
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Paten#IOoppight Infringement:
CONTRACTOR-will tlefentl and indemnify COUNTY from any clalmedi;action, cause or
demand brought against COUNTY, to the extent such action is based on the claim that
p n torcopyr� h
infornplied by the C.0�TRAGT .ig
C .NTRP+CTOFv!tilipay those,costz and damages attrik utae to anyzsuch claims that
are finally awarded against COUNTY in any ac#ion, $ cb defense:artd payments are
conditioned upon the following:
A. CONTRACTOR shall be notified promptly in writing by COUNTY of any notice of
such claim. g
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 loss results to
COUNTY.
Confidentiality:
Ct]NTRRCTOR, its employees; sub contractors; and their employees shah maintain the
cocifiderttality of all informatan:provided:fay COUNTY or acquired by CONTRACT, in
performance of this CONTRACT, exceptupon the prior written consent of COUNTY or
an order entered by a court after havingAdquiredi Jurisdiction over'Ct?UNTY.
CONTRACTOR shall immediately give to COUNTY nonce of any judicial proceeding
seeking disclosure of such information. CONTRACTOR shall indemnify and hold
hai'rnless'CQUNT`f, its officials, agents orempldyees:frorri all'toss or expense„
m utling,,buttrtc t Gmtted to,seffe''i rents,l dgrrie ►ts, sei s, attorneys' fees and costs
result+ng'frorn C`ONTRACTCl 's 6reach'i ftfiis provision.
tght to AReV111*W.
This CONTRACT is subject to review by any Feddfal!State or COUNTY a1,(dior.
COUNTY or its designee shall have the right to rev ew 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, inspikit o'n of all records or otheC materials t�uht h COUNTY
deems pertinent to#fie CONTRACT and its parformartce, anti anarttl aA
communications with or evaluations by service reeipterxts under this COIVTRAGT.
CONTRACTOR shall preserve and maintaiwi._%rtancial,,reeor s aritl records relating to
the perforeni irtce of wcsrk under this �.ONTRACT for six (6) years after CONTRACT
termmaflon; ant shaft` "'-ki the a
vajileb fo
r 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,
Page 7
Professional Services Contract (rev 01/2024)
agency, or governmental unit whose purpose is to;evte►n the se-tw es provided Wt#14
the terms of this CONTRACT. If no advance:nottee is given to �ONTRACTaR, them:
CONTRACTOR agrees to notify the Admini�ratfy 0 cor as soon as,`it is practi+�ajM.• ,
Insurance Requirements:
Without limiting CONTRACTOR's indemnifications of COUNTY, and prior to
commencement of Work, CONTRACTOR shall obtain, provide and maintain at its own 1
expense during the term of this agreement, policies of insurance that meets or exceeds
of the types and amounts detailed in "Exhibit B Insurance Requirements."
Insurance as a Condition of Payment
Payments due#a CONTIAGTUR antler hits CONTRACT arerexpressly cortidr#loned
u�an fhe CQTRACT3R's s#rtiet cmpjtancewith;all insurance�equtremerrts unde his
CUi1TRAC _ Pyriient fo CQlSlTRAC1"(}R shall be suspended liZ#he:evenix of now '
compliance. Upon receipt of evidence of full ebm {lark payttienfs'n'+at..othertin►tse;.
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 Code of Washington, the Industrial Insurance Act, for injuries to
its employees and agrees that the obligations to indemnify, defend and hold harmless
provided in this-1,00i NTRAGT extend to any claim brought by or o 1 behalf of rty`
employee of CONTRACTOR< This waiver is mutually,tvegotiated'by.fhe.p..ares to this
CONTRACT.
CONTRACTOR Commitments, Warranties and Representations:
Any written commitment received from CONTRACTOR concerning this CONTRACT
shall be binding upon CONTRACTOR, unless otherwise specifically provided herein
with reference to this paragraph. Failure of CONTRACTOR to fulfill such a commitment
shall render CONTRACTOR IrAle f6fdamages to COUNTY. A cdMmtttltet trincludes,
but is not liirriitat edtb, rep7esentabon made prior to execution of hJ�s CONTRACT,
vuiaefher or m tnc¢rpanyarafnd elsewhere herein by reference;:as to performancef
services or,'egwprnent,'prices or opt-6s for future acqu sittori to remain in;effec#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,
eEed# .d:and appointed officials,; employees; agents and°volunteers, [armless from and
aglst any and all claims, clatxtages, lo, es antl;experrses, includio but.not lirriitedto
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 loss 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
Professional Services Contract (rev 01/2024) Page 8
subcontractors and their employees, agents or volunteers; or 2) are directly or indirectly
aristng;aut qf;,resultng from, ort'ft oorirjecton with performance of this CONTRACT; or
3 ire baser! upoh GPI TRACTC R's t r'i subcontractors' use of, presence upon or
proximtto the prdpetty of CfJUNT'f 'This indemnification obligation of
CC?NTRAT }F .srall, tat:appy'in tFle,iim�ted;circumstance where the claim, damage, l
loss or expense is caused by the sole negligence of COUNTY. This indemnification
;obligation of the CONTR' CTOR shall not be.I�mrted �n arty vr�ayby the:V1�ashington
`State Industrial Insurance`Act, RCW Title 51`, or by appUcaWn of�tny other workmen's
;contpetsation act,:disability benefit apt or otkter employee benaftt act,artd the
GCNTRACTOR hereby expressly waives arty immunity sffrded by such acts. The
foregoing�rtdemrnfiication obIlgations;ofAhe CQ4VTRA TQR are a mafertal inducement
to COUNTY to titer into this CONTRACT, are reflected in CONTRACTOR's
compensation, and have been mutually negotiated by the parties.
Parttcpat�on,by County No 1 /a�vsr COUNTY reserues:the right, buttnot ti`ie obi�gation,
to par pate!n they de"feri'se of any ciairft, damages, lossesor expenses anct such
_partctpatfor%,.:sheli not,co.�ist�tu�e:a�ua�rer o_f�C�CC�Tf�AGTC3R`s lemtif}r obji�atao�ns� �;
under this CONTRACT.
Survival of CONTRACTOR's l'nctemnity Obigations. CONTRACTOR,agree"s all
CONTRACTOR's'.indemr sty obligations sf a'll survive the comple n,:exp�ra tip 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.
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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 Masd,'County. CONTRACTOR also agrees to comply w�ti appltcapie,Federal,.
State, County or municipal standaTds:for licensing, rectification and operation of facilities
and programs, and accreditation and licensing of individuals.
Administration Contract:
COUNTY hereby appoints, and CONTRACTOR hereby accepts, the Mason County
Public Health and Human Services Director and his or her designee, as COUNTY's
Tepid enta-tive,,he'.6- nafter referred to as the,.A ntstrat ve O#Eicer,fax the purri?oses of
administering the:prov[stons of this CONTRACT including COUNT"!':'s r�ghtito receive
and act on all reports and documents, and" auittng performed by the CONTY`
related to this CONTRACT.
.r
The Administrative Officer for purposes of this CONTRACT is:
Melissa Casey, Community Health Manager
Mason County Public Health & Human Services
Professional Services Contract (rev 0112024) Page 9
415 N. 6th Street
Phone: 360-427-9670 Ext. 404
Fax: 360-427-7787 }
E-mail:,mcasey(cDmason cou ntvwa ov
Financial Contact:
Casey Bingham, Finan`ce,Manager s'
1Vlaory County Public Health & Human Services
r
415 N. 6th Street
Phone: 360-427-9670 Ext. 562
Fax: 360-427-7787
E-mail: caseyb f maio66ountywa _d t
Notice:
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.
t
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 elsewhere. If
the CONTRACT is terminated for default, CONTRACTOR shall not be entitled to
E 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 notice of termination had been issued pursuant to the
Termination for Public Convenience paragraph hereof.
Termination for Public Convenience:
Professional Services Contract (rev 01/2024) Page 10
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 Service and Exhibit C Budget. An equitable adjustment in the
CONTRACT price for partially completed items of work will be made, but such
adjustment shall not include provision for foss of at #tc�pated praff on de(etedr'g"
uncompleted work. Termination of this CONTRAGTby COUNTY at and tirrie during the
term, whether for default or convenience, shall not o0stitute,bt~each of GCSI+JTRCT by rc'
COUNTY. i
Termination for Reduced Funding: I
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
qN ,RACT is terminated in accordance with this paragraph, the CONTRACTOR`shall -
.he!en itled to payment for actual work performed in compliance with Exhibit Scope of
Services and Exhibit C Budget.
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 ac#tori _
promptly taken. For objections that are not made in the manner specified and ywtt(1'in
the time limits stated, the records, orders, rulings, instructions, an 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 4.
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 elements of
additional time required, and copies of any supporting documents evidencing the
amount or the extension of time claimed to be due.
Arbitration:
Professional Services Contract (rev 01/2024) Page 11
Other than claims for injunctive relief brought by a party hereto (which may be brought
either in court or pursuant to this arbitration provision), and consistent with the
provisions hereinalaave, any claim, dispute of contioversy,between tote parftes under,
ansing out of, or rel ecf to this CONTR ACT or ot-erwise including issues of specific
performance, shall be determined by arbitrat{ in derthe;
,applicable American Arl5hra6b.n Association (AAA) rules in effect on the date hereof, as
;modified by this C.ONTAGT.. 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 ;
raving stmitar credentials. Any issue about uuhether a claim is-Eovered by this
q-ONTRACT'shall be determined by the arbitjatdo. The arbitratdr shall applY
substantive law and may award injunctive relief, equitable relief.{trtclud.- specific
perfoirrnance}, ar any otf3er remedy available from a judge, incttading expenses, costs
and?af#ciimey fens to the.prbWi{ing.party,,and pre-,a w id in#erest,but sf?all ncit have_ffie
power to award punitive damages. The decision.af the`:arbitratorshall be final and:
binding and an order confirming the award or judgment upon the award may be entered
in any court having jurisdiction. The parties agree that the:.decision of the arbttratc r
shall be the sole and exclusive remedy befti(reen them regarding any dispute presented
or pled before the arbitrator. At the request of either 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.
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.
Severability:
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
l 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
i to be waived, modified or deleted except by an instrument, in writing, signed by the
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Professional Services Contract (rev 0 !2024) Page 12
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part""' hereto' The failure of COUNTY to insist upon strict performance of any of the
coVeftants of'tkt.s;CONTRACT, or to exercise any option herein conferred in any one or1.
more instances, shall not be construed to be a waiur'or reltrigxlishmnt of any such, or
any other covenants or contracts, but the same shall be and remain in full force and k:
effect. d.
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Order of Precedence:
A AppCtcable federalx:state and caanty statutes, regulations, policies, procedures,federal
4f c iof Management and Budged(OMB) circulars and federal and state e1ecuttve arbors.
B. Funding source agreement(s) including attachments
C. Special Conditions
D. General Terms and Conditions
E. Exhibit B, Insurance Requirements
F. Exhibit A, Scope of Service i
G. Exhibit C, Budget
Entire Contract:
This w%itten CONTRACT, comprised of the uvntings signed,or otherwise identified artci
attached hereto, represents the erit>re CONTRACT betuveen the parties anc supersedes
any prior oral statements, discussions or understandings between the parties.
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Professional Services Contract (rev 01/2024) Page 13
EXHIBIT A
SCOPE OF SERVICES
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Program: Northwest Resources II Social Opportunity Services (SOS)
Program Description:
Provide recovery support services as well as care coordination to individuals that are
experiencing Substance Use Disorder and/or Mental Health issues and are
subsequently navigating the local criminal justice system, therapeutic courts, and re-
entry programs. SOS works in partnership with other peers, case managers, and local
agencies working within the current Mason County Behavioral Health Response System
to better support individuals on their path to recovery, and by doing so, will contribute to
a reduction in recidivism.
Program Expectations: '.
*s Coordinate and communicate with other Mason County Behavioral Health partners
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Meet with participants as needed to create and clarify recovery and release plans
Attend local stakeholder, provider, and coalition meetings when appropriate
a Coordinate with Mason County Public Health&Human Services on overall data
reporting strategy that is appropriate and informative to both NWR II as well as the
overall Mason County Behavioral Health System, so as to work towards the overall
systems goal of a"no wrong door" approach
• Keep current on reporting and data collection, utilizing mechanisms in place and
developing new procedures as needed
Performance/Reporting and Deliverables:
NWR II SOS Program will collect and report the following data to Mason County Public
Health & Human Services on an agreed upon format, forms, and schedule.
• Utilize the Mason County Unique Identifier data collection forms
Provide care coordination for up to 200 households annually
Provide care coordination and assistance for up to 100 people annually experiencing
homelessness at time of intake
+t Help to enroll and/or refer up to 75 people annually into SUD inpatient treatment
Help to enroll and/or refer up to 25 people annually into MAT treatment
a Help to enroll and/or refer up to 75 people into outpatient mental health treatment
• Help to enroll and/or refer up to 100 people into outpatient SUD treatment
Help to coordinate sober and supportive hosing with an annual goal of 25 people
Document the re-utilization of the SOS program and report on findings quarterly
Work with the Mason County Therapeutic Court Program to provide case manager, peer
support and care coordination to active and potential participants
Professional Services Contract (rev 01/2024) Page 14
EXHIBIT B
INSURANCE REQUIREMENTS
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 i
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, no less 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 anyway g
on this project, CONTRACTOR shall obtain evidence of personal auto liability coverage for
each such person.
Professional Liability (errors &omissions) insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of$1,000,000 per
claim and in the aggregate.
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.
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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
Professional Services Contract (rev 01/2024) Page 15
condition as to COUNTY, or must specifically allow the named insured to waive subrogation
prior to a loss.
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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 i
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.
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 obligations 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.
B. 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 not effective until COUNTY
executes a written statement to that effect.
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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
Professional Services Contract (rev 01/2024) Page 16
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 s
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 x
this provision also applies to any subcontractors,joint ventures or any other party engaged I
by or on behalf of contractor in relation to this agreement. Certificate(s) are to reflect that the
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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
fi 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 f
CONTRACTOR arising out of the work performed under this agreement. COUNTY assumes
no obligation or 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 01/2024) Page 17
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EXHIBIT C i
BUDGET
Submit monthly invoices and program reports electronically to
m,cateviMmasoncounbma.cov as close to the lst of each month as possible.
Bud glet Categ a r'y FY26 Amount.....,.. Comment
Staff Wages $56,160.00 1 full time (40 hour per week) case manager,
$27.00/hr
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Staff Benefits $18,195.84 Health/dental benefits and taxes for 1 case i
manager
$3,406.00 Client transportation (mileage reimbursement); j
97.76 miles per week x$0.67 per mile
Client Supports $72,000.00 Client rental assistance (40 clients x $600 x 3
months)
$4,000.00 Client incidentals (clothing, gas, vouchers, etc.)
Administration $15,241.40 Administration, supervision, rent, I.T. services,
phone services, supplies
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Maximum Contract
Total $169,003.24
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Payment:
In the event State, Federal, or local funding changes, the COUNTY reserves the right to
amend the payment terms and the amount awarded in this contract. Approved invoices
will be disbursed according to the vendor payment schedule of the County Auditor's
Office. Refer to the Billing Procedures and Payment clause of this contract for additional
information.
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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 with notification to the CONTRACTOR.
Payment will be considered timely within 30 days of receipt of invoice.
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Professional Services Contract (rev 0112024) Page 18
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