HomeMy WebLinkAboutOlympic Health and Recovery Services MASON COUNTY
PROFESSIONAL SERVICES CONTRACT
CONTRACT# mC myl\-(3,Cv � 11-01�
THIS CONTRACT is made and entered into by and between Mason County, hereinafter referred to as
"COUNTY" and Olympic Health and Recovery Services (OHRS) , hereinafter referred to as
"CONTRACTOR."
Contracted Entity Olympic Health and Recovery Services
Address 612 Woodland Square Loop SE
City, State, Zip Code Lacey, WA 98503
Phone 360-763-5828
Primary Contact Name, Title Joe Avalos
Primary Contact Phone & E- 360-819-3305
mail 'oe.avalos tmbho.or
Contractor Fiscal Contact Tara Smith
Contractor Fiscal Phone & 360-763-5809
Email tara.smith@tmbho.or
Washington State UBI# 603-569-721
Federal EIN 47-5326968
Total Award/Contract Value $700,000
Contract Term Duration January 1st-2022 - June 30t", 2023
County Contract Contact Lydia Buchheit, Community Health Manager
County Contract Email & Lydiab(q-).masoncountywa.gov 360-427-9670 ext.404
Phone
County Fiscal Contact Casey Bingham, Fiscal Manager
County Fiscal Email & Phone Caseyba-masoncountywa.gov 360-427-9670 ext.
562
PURPOSE
The purpose of this contract/grant is to assist the COUNTY in the delivery the Law Enforcement Assisted
Diversion program which shall adhere to Law Enforcement Assist Diversion core principles with funding
from the Health Care Authority contract K5736 with Mason County Community Services.
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
Olympic Health and Recovery Services
2/22/2022 GW /20-Z-Z
Authorized Signature Date Kevin Shutty, hair Date
Joe Avalos, Administrator APPR -AS--TO FORM
Ti White ief DPA Date
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Professional Services Contract, Olympic Health & Recovery Services January 2022
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 document
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 B)
Funding Source: Health Care Authority Contract K5736 with Mason County Community Services:
General State Funds & Substance Abuse Block Grant
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, Housing 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.
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 CONTRACTOR performs the services and submits all
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Professional Services Contract, Olympic Health & Recovery Services January 2022
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,
2023, 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 CONTRACTOR until CONTRACTOR 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, in
accordance with COUNTY's customary procedures.
Reporting and Other Contract Requirements:
CONTRACTOR agrees to submit program and expense reports, as well as perform all other
requirements outlined in Exhibit A- 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
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Professional Services Contract, Olympic Health & Recovery Services January 2022
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.
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
employment rights whatsoever and shall not be deemed to guarantee any employment of
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Professional Services Contract, Olympic Health & Recovery Services January 2022
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, on 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.
Third-Party 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.
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 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:
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.
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Professional Services Contract, Olympic Health & Recovery Services January 2022
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 elements of additional
time required, and copies of any supporting documents evidencing the amount or the extension of time
claimed to be due.
Arbitration:
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 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 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 arbitrator shall be the sole and exclusive remedy between 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.
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
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Professional Services Contract, Olympic Health & Recovery Services January 2022
staffing plan to minimize any disruption in services. CONTRACTOR will provide weekly updates 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.
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,
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Professional Services Contract, Olympic Health & Recovery Services January 2022
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
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 loss 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
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Professional Services Contract, Olympic Health & Recovery Services January 2022
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
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 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
upon 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 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 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, RCW 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 negotiated by the parties.
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Professional Services Contract, Olympic Health & Recovery Services January 2022
Participation 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.
Survival 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
Notwithstanding, 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 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.
Unilateral 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
Services 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
Phone: 360-427-9670 Ext. 404
Fax: 360-427-7787
E-mail: LydiaB@masoncountywa.gov
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Professional Services Contract, Olympic Health & Recovery Services January 2022
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@masoncountywa.gov
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.
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 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
F. Exhibit D-HCA Professional Services Contract#K5736 LEAD Pilot Site Development
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.
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Professional Services Contract, Olympic Health & Recovery Services January 2022
EXHIBIT A
SCOPE OF SERVICE
Program: Mason County Law Enforcement Assisted Diversion (LEAD) Program
Program Description:
Olympic Health and Recovery Services will operate as the Behavioral Health Agency for Mason
County's Law Enforcement Assisted Diversion (LEAD) program coordinated by Mason County
Community Services-Public Health Division (MCPH).
The program will divert willing individuals known to commit offenses related to behavioral health
conditions including substance use disorder, to social service providers in lieu of jail booking and
prosecution, and will coordinate filed cases with individual intervention plans formulated by LEAD case
managers in consultation with program participants.
Program Expectations:
• Coordinate with MCPH to Implement a LEAD pilot program that adheres to the Core Principles of
LEAD and HCA contract (Exhibit D) and referenced in RCW 71.24.589
• Provide Outreach Coordinator; Clinical Supervisor and Case Manager positions to implement the
program and fulfill HCA contract requirements
• Establish effective workflows for case managers to record needed data in Julota.
• Use the participant surveys to evaluate program participation and engagement
Performance/Reporting and Deliverables:
Provider will successfully refer (at least provide potential participant a candidate advisement) a minimum
of 350 individuals, and admit at least the minimum required to maintain an average case load of at least
45 per case manager hired, each year
• OHRS case management staff, to the best of their ability and when appropriate, will collect and
report data and progress reports to MCPH monthly per LEAD requirements-
• Collect the number or individuals contacted through law enforcement response and/or
social contact referrals
o Collect the number of individuals admitted into LEAD program
o Collect aggregated demographics for individuals admitted, including:
■ Race; Gender; Age; and Housing status
o Collect aggregated intake form:
■ Self-reported behavioral health, Employment, Family and Financial information
o Collect the following LEAD program evaluation metrics:
■ Number of police contacts related to criminal behavior/suspected criminal
behavior, Number of arrests-categorize by type, Number or warrants, Number of
criminal charges categorize by type, Number of jail bookings, Number of jail bed
days, Number of visits to an emergency room, Number of inpatient admits to
hospital care, Number of contacts with fire/EMS, Number of times team meets with
participants-categorized by type: case management, peer counseling, brief
outreach, Number of referrals to service-categorized by type: mental health,
substance use disorder, medical, housing, insurance, benefits, food, shelter,
employment, etc., Number of connections to services-categorized by type: mental
health, substance use disorder, medical, housing, insurance, benefits, food,
shelter, employment, etc., Percentage of individuals that received a URICA score,
Participant survey baseline, at six (6) months and one (1) year
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Professional Services Contract, Olympic Health & Recovery Services January 2022
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 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
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 any way on this project, CONTRACTOR shall obtain evidence of
personal auto liability coverage for each such person.
4. CONTRACTOR shall maintain professional liability insurance that covers the Services to be performed in
connection with this CONTRACT, in the minimum amount of$2,000,000 per claim and annual aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this agreement
and CONTRACTOR agrees to maintain continuous coverage through a period no less than three (3) years
after completion of the services required by this agreement.
B. Certificate of Insurance:
A Certificate of Insurance naming COUNTY as the Certificate Holder must be provided to COUNTY within
thirty (30)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.
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Professional Services Contract, Olympic Health & Recovery Services January 2022
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.
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 not 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 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.
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Professional Services Contract, Olympic Health & Recovery Services January 2022
EXHIBIT C
BUDGET
Submit monthly invoice request electronically to Stacey Ells at staceye(d_)masoncountywa.gov and cc
Casey Bingham caseyb@masoncountywa.gov
Olympic Health and
Recovery Services
Budget Details TBD
Maximum Contract Total 700,000
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.
Invoices are paid providing the CONTRACTOR performs the services, all expenses are allowable, and
submits all reporting to a satisfactory level. COUNTY will reimburse CONTRACTOR for actual
expenditures incurred each month. Payment is considered timely when paid within thirty days from the
date the invoice was approved.
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Professional Services Contract, Olympic Health & Recovery Services January 2022