HomeMy WebLinkAboutBehavioral Health ResourcesMASON COUNTY
PROFESSIONAL SERVICES CONTRACT
CONTRACT # BHR-2017.1
THIS CONTRACT is made and entered into by and between Mason County, hereinafter referred to as
"COUNTY" and Behavioral Health Resources, hereinafter referred to as "CONTRACTOR."
Behavioral
Health
Resources
Contracted
Entity
Address
3857
Martin
Way
E.
City,
State,
Zip
Code
Olympia,
WA
98506
Phone
360-704-7170
Primary
Contact
Name,
Title
Greg
Endler,
Clinical
Director
Primary
360-704-7170;
Contact
Phone
&
E-mail
gendler@bhr.org
Michael
Collins-Wolaver
Contractor
Fiscal
Contact
360-704-7170;
Contractor
Fiscal
Phone
&
Email
mcollins-wolaver@bhr.org
600-255-953
Washington
State
U
B
I#
91-0666889
Federal
EIN
Total
Award/Contract
Value
$50,520
1
/10th
1%
Mental
$50,520
of
Health/Substance
Abuse
Tax
Contract
Term
Duration
July
1,
2017-June
30,
2018
County
Contract
Contact
Lydia
Buchheit,
Community
Health
Manager
360-427-9670
404
County
Contract
Email
&
Phone
jydiabco.mason.wa.us
ext
County
Fiscal
Contact
Casey
Bingham,
Fiscal
Manager
Caseyb@co.mason.wa.us
360-427-9670
562
County
Fiscal
Email
&
Phone
ext.
PURPOSE
The purpose of this contract/grant is to assist the COUNTY in the delivery of chemical dependency or
mental health treatment programs and services pursuant to the Revised Code of Washington and
according to the Mason County 5 year plan.
COUNTY and CONTRACTOR, as defined above, acknowledge and accept the terms of this contract
and attachments 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 Grant Terms and Conditions, Exhibit A -Scope of Work, Exhibit B-Insurance and the
following other documents incorporated by reference: Housing RFP Application and disclosures.
CONTRACTOR BOARD OF COUNTY COMMISSIONERS
MASON COUNTY, WASHINGTON
Age
(
ipme
L/LA,
Aut
tr,
Kevin Shutty/, Chair
iorize Signature Date
Print Name & Title
Gil 27/
Date
APPROVED AS TO FORM:
Tim Whitehead, Chief DPA
Professional Services Contract (rev 06/2017)
Page 1
Special Conditions
Funding Source: 1 /10th of 1% Mental Health/Substance Abuse Tax
General Conditions
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. 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 B Compensation 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 defend, indemnify and hold harmless COUNTY, its officers, agents or employees
from any Toss 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 06/2017) Page 2
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 A Scope of Services." Where Exhibit "A" requires payments by the COUNTY, payment shall
be based upon written claims supported, unless otherwise provided in Exhibit "A," 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 days of receipt.
Unless specifically stated in Exhibit "A" 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 not in the scope of service for 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 and schedule, pursuant to
the fee schedule set forth in Exhibit "A."
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.
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.
Professional Services Contract (rev 06/2017) Page 3
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 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.
NonDiscrimination in Employment:
COUNTY's policy is to provide equal opportunity in all terms, conditions and privileges of employment
for all qualified applicants and employees without regard to race, color, creed, religion, national origin,
sex, sexual orientation, age, marital status, disability, or veteran status. CONTRACTOR shall comply
with all laws prohibiting discrimination against any employee or applicant for employment on the
grounds of race, color creed, religion, national origin, sex, sexual orientation, age, marital status,
disability, or veteran status, except where such constitutes a bona fide occupational qualification.
Furthermore, in those cases in which CONTRACTOR is governed by such laws, CONTRACTOR shall
take affirmative action to insure that applicants are employed, and treated during employment, without
regard to their race, color, creed, religion, national origin, sex, age, marital status, sexual orientation,
disability, or veteran status, except where such constitutes a bona fide occupational qualification.
Such action shall include, but not be limited to: advertising, hiring, promotions, layoffs or terminations,
rate of pay or other forms of compensation benefits, selection for training including apprenticeship,
and participation in recreational and educational activities. In all solicitations or advertisements for
employees placed by them or on their behalf, CONTRACTOR shall state that all qualified applicants
will receive consideration for employment without regard to race, color, religion, sex or national origin.
The foregoing provisions shall also be binding upon any sub -contractor, provided that the foregoing
provision shall not apply to contracts or sub -contractors for standard commercial supplies or raw
materials, or to sole proprietorships with no employees.
Non -Discrimination in Client Services:
CONTRACTOR shall not discriminate on the grounds of race, color, creed, religion, national origin,
sex, age, marital status, sexual orientation, disability, or veteran status; or deny an individual or
business any service or benefits under this CONTRACT; or subject an individual or business to
segregation or separate treatment in any manner related to his/her/its receipt any service or services
or other benefits provided under this CONTRACT; or deny an individual or business an opportunity to
participate in any program provided by this CONTRACT.
Waiver of Noncompetition:
CONTRACTOR irrevocably waives any existing rights which it may have, by contract or otherwise, to
require another person or corporation to refrain from submitting a proposal to or performing work or
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.
Professional Services Contract (rev 06/2017) Page 4
Work Product:
CONTRACTOR will provide COUNTY with all work product including; plans, data reports, prior to the
release of the final payment for services.
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.
S. CONTRACTOR shall have the right, hereunder, at its option and expense, to obtain for COUNTY
the right to continue using the information, in the event such claim of infringement, is made, provided
no reduction in performance or Toss results to COUNTY.
Confidentiality:
CONTRACTOR, its employees, sub -contractors, and their employees shall maintain the confidentiality
of all information provided by COUNTY or acquired by CONTRACTOR in performance of this
CONTRACT, except upon the prior written consent of COUNTY or an order entered by a court after
having acquired jurisdiction over COUNTY. CONTRACTOR shall immediately give to COUNTY
notice of any judicial proceeding seeking disclosure of such information. CONTRACTOR shall
indemnify and hold harmless COUNTY, its officials, agents or employees from all loss or expense,
including, but not limited to, settlements, judgments, setoffs, attorneys' fees and costs resulting from
CONTRACTOR's breach of this provision.
Right to Review:
This CONTRACT is subject to review by any Federal, State or COUNTY auditor. COUNTY or its
designee shall have the right to review and monitor the financial and service components of this
program by whatever means are deemed expedient by the Administrative Officer or by COUNTY's
Auditor's Office. Such review may occur with or without notice and may include, but is not limited to,
on -site inspection by COUNTY agents or employees, inspection of all records or other materials which
COUNTY deems pertinent to the CONTRACT and its performance, and any and all communications
with or evaluations by service recipients under this CONTRACT. CONTRACTOR shall preserve and
maintain all financial records and records relating to the performance of work under this CONTRACT
for six (6) years after CONTRACT termination, and shall make them available for such review, within
Mason County, State of Washington, upon request. CONTRACTOR also agrees to notify the
Administrative Officer in advance of any inspections, audits, or program review by any individual,
agency, or governmental unit whose purpose is to review the services provided within the terms of
this CONTRACT. If no advance notice is given to CONTRACTOR, then CONTRACTOR agrees to
notify the Administrative Officer as soon as it is practical.
Insurance Requirements:
At a minimum, CONTRACTOR shall provide insurance that meets or exceeds the requirements
detailed in "Exhibit C Insurance Requirements."
Insurance as a Condition of Payment:
Payments due to CONTRACTOR under this CONTRACT are expressly conditioned upon the
CONTRACTOR's strict compliance with all insurance requirements under this CONTRACT. Payment
to CONTRACTOR shall be suspended in the event of non-compliance. Upon receipt of evidence of
full compliance, payments not otherwise subject to withholding or set-off will be released to
CONTRACTOR.
Industrial Insurance Waiver:
With respect to the performance of this CONTRACT and as to claims against COUNTY, its officers,
agents and employees, CONTRACTOR expressly waives its immunity under Title 51 of the Revised
Professional Services Contract (rev 06/2017) Page 5
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.
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.
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
Professional Services Contract (rev 06/2017) Page 6
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: LydiaBAco. mason.wa. us
Financial Contact:
Casey Bingham, Finance Manager
Mason County Public Health and Human Services
415 N. 6th Street
Phone: 360-427-9670 Ext. 562
Fax: 360-427-7787
E-mail: caseyb@co.mason.wa.us
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.
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 and Exhibit B Compensation. An
equitable adjustment in the CONTRACT price for partially completed items of work will be made, but
such adjustment shall not include provision for Toss of anticipated profit on deleted or uncompleted
Professional Services Contract (rev 06/2017) Page 7
work. Termination of this CONTRACT by COUNTY at any time during the term, whether for default or
convenience, shall not constitute breach of CONTRACT by COUNTY.
Termination for Reduced Funding:
COUNTY may terminate this CONTRACT in whole or in part should COUNTY determine, in its sole
discretion, that such termination is necessary due to a decrease in available project funding including
State and/or Federal grants. Whenever the CONTRACT is terminated in accordance with this
paragraph, the CONTRACTOR shall be entitled to payment for actual work performed in compliance
with Exhibit A Scope -of -Services and Exhibit B Compensation.
Disputes:
1 Differences between the CONTRACTOR and COUNTY, arising under and by virtue of the
AGREEMENT shall be brought to the attention of COUNTY at the earliest possible time in order that
such matters may be settled or other appropriate action promptly taken. For objections that are not
made in the manner specified and within the time limits stated, the records, orders, rulings,
instructions, and decisions of the Administrative Officer shall be final and conclusive.
2. The CONTRACTOR shall not be entitled to additional compensation which otherwise may be
payable, or to extension of time for (1) any act or failure to act by the Administrative Officer of
COUNTY, or (2) the happening of any event or occurrence, unless the CONTRACTOR has given
COUNTY a written Notice of Potential Claim within ten (10) days of the commencement of the act,
failure, or event giving rise to the claim, and before final payment by COUNTY. The written Notice of
Potential Claim shall set forth the reasons for which the CONTRACTOR believes additional
compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the
amount of the potential claim. CONTRACTOR shall keep full and complete daily records of the work
performed, labor and material used, and all costs and additional time claimed to be additional.
3. The CONTRACTOR shall not be entitled to claim any such additional compensation, or extension
of time, unless within thirty (30) days of the accomplishment of the portion of the work from which the
claim arose, and before final payment by COUNTY, the CONTRACTOR has given COUNTY a
detailed written statement of each element of cost or other compensation requested and of all
elements of additional time required, and copies of any supporting documents evidencing the amount
o r 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
o r pursuant to this arbitration provision), and consistent with the provisions hereinabove, any claim,
dispute or controversy between the parties under, arising out of, or related to this CONTRACT or
otherwise, including issues of specific performance, shall be determined by arbitration in Shelton,
Washington, under the applicable American Arbitration Association (AAA) rules in effect on the date
hereof, as modified by this CONTRACT. There shall be one arbitrator selected by the parties within
ten (10) days of the arbitration demand, or if not, by the AAA or any other group having similar
credentials. Any issue about whether a claim is covered by this CONTRACT shall be determined by
the arbitrator. The arbitrator shall apply substantive law and may award injunctive relief, equitable
relief (including specific performance), or any other remedy available from a judge, including
expenses, costs and attorney fees to the prevailing party and pre -award interest, but shall not have
the power to award punitive damages. The decision of the arbitrator shall be final and binding and an
o rder confirming the award or judgment upon the award may be entered in any court having
jurisdiction. The parties agree that the decision of the arbitrator shall be the sole and exclusive
remedy between them regarding any dispute presented or pled before the arbitrator. At the request of
e ither party made not later than forty-five (45) days after the arbitration demand, the parties agree to
submit the dispute to nonbinding mediation, which shall not delay the arbitration hearing date;
provided, that either party may decline to mediate and proceed with arbitration.
Any arbitration proceeding commenced to enforce or interpret this CONTRACT shall be brought within
six (6) years after the initial occurrence giving rise to the claim, dispute or issue for which arbitration is
commenced, regardless of the date of discovery or whether the claim, dispute or issue was continuing
Professional Services Contract (rev 06/2017) Page 8
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 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. Funding source agreement(s) including attachments
C. Exhibit B Insurance Requirements
D Special Conditions
E. General Condition
F. Exhibit A
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.
Professional Services Contract (rev 06/2017) Page 9
Appendix A
Scope of Services
Organization: Behavioral Health Resources
BHR has been providing services to the individuals with severe mentally illness and/or substance use
disorders counties since 1956. As a community nonprofit, our focus has been on this underserved
and overlooked population. BHR has provided the safety net services for those who may not be able
to access services without our assistance. We are able to provide same day access 76% of the time
and assist people in obtaining housing, shelter, food, benefits and medical care. We provide crisis
services regardless of ability to pay and intervene in otherwise life threatening situations. Our
services have evolved over the years but we continue to focus on reaching those who are homeless,
recently released from incarceration, or have other circumstances that make it difficult for them to
reach out for services.
Behavioral Health Resources (BHR) supports and strengthens individuals, families and the
community by promoting mental health and substance use disorder recovery. BHR was founded in
1956 as the Thurston Child Guidance Clinic. As need in the community grew BHR expanded to serve
adults and families as well. In 2005 BHR merged with South Sound Mental Health Services, making
BHR the primary provider of mental health services in Thurston and Mason Counties Subsequently,
in 2007 BHR was invited to expand its services in Grays Harbor County and is now the major vendor
of mental health and substance use disorder services there as well. BHR, led by a 12-member board,
has a total staff of 270; our 2017 Organizational Budget totals $21,000,000.
Last year BHR served 13,193 individuals. We offer a continuum of comprehensive mental health and
substance use disorder treatment services, ranging from our interdisciplinary children, young adults,
and family programs; to intensive stabilization and crisis resolution services including 25 in -patient
beds; case management for individuals that are homeless, at -risk of being homeless or recently
released from jail; adult outpatient and supportive housing; programming in all three local jails; and
services for pregnant and parenting women with substance use disorders.
Identified Problem:
Success in education is tied to a range of positive life outcomes, from higher economic status to
improved health. The converse is true as well, with lower educational achievement connected to life-
long challenges including housing instability and higher rates of incarceration. This project focuses on
early -intervention — providing the supports children and youth in Mason County need to remain on a
positive educational pathway forward.
Research has documented obstacles to learning for children. Adverse Childhood Experiences (ACE)
ranging from housing instability; to parental divorce, unemployment or substance use disorders;
physical or mental health issues; abuse; and an array of other challenges can all impact a child's
resiliency and play a role in preventing youth from being successful within an educational setting.
Importantly, we also know ACE impacts can be mitigated through the provision of timely, high -quality
services designed to provide the supports young people and families need. With school funding
already overstretched, however, typical school -based service models focus on identifying youth in
need of support services and then referring them to external providers. Rarely do schools have the
resources on -site to address the range of needs that too often lead to behavioral challenges and poor
attendance — undercutting a student's potential for educational achievement. While off -site referrals
can be effective for some children, barriers keep many others from accessing critical services,
including scheduling challenges with providers, complicated insurance systems or a lack of coverage,
dependence upon public transportation, and the difficulty for working parents to get children to
appointments. Further, one unintended consequence of utilizing off -site services is additional time out
of class, compounding students' academic difficulties.
Professional Services Contract (rev 06/2017) Page 10
To address this challenge, and in alignment with BHR's commitment to community -based services, a
year ago we began partnering with the Shelton School District (SSD) to embed a therapist for a whole
or partial day each week in schools. Based upon need and response, that effort has quickly
expanded. BHR now has an embedded therapist providing direct services in five SSD schools, and
regularly visits another eight -ten schools. Therapists provide integrated therapy and case -
management services, utilizing the evidence -based Cognitive Behavioral Therapy Plus(CBT+)
approach. All of our CBT therapists are trained through our innovative partnership with Harborview
and the University of Washington.
Preliminary observations of changes in youth behavior, including an enhanced ability to be successful
in the school setting, are very encouraging. The response from school personnel has also been
tremendously positive, with teachers reporting a negative change in behaviors when a student for
some reason misses their therapist appointment.
This program in Mason County currently has some significant limitations, however. Due to funding
restrictions we are only able to serve students who are enrolled in Medicaid, and we are currently
focused on services to schools in the comparatively more densely populated area of Mason. This
proposal seeks to address both of these limitations. If awarded, this funding would support (a) the
embedding of a therapist in Mason County's rural schools, specifically within North Mason, and (b)
services to non -Medicaid enrolled youth.
Funding Award Budget & Payments
Behavioral
Health
Resources
Personnel
Awarded
School
therapist
/
$40,000
-based
case
-manager
Administrative
Support
$8,000
Operating
Costs
Supplies
/
Materials
$500
Postage
/
Mailing
$200
Copying
/
Printing
$200
Travel
$600
Other
Costs
Training
/ Workshops
$200
$620
Space
/Rental
$200
Insurance
Maximum
Award
Contract
$50,520
Expenditures based on the budget will be reported by submitting invoices as close to the 1st (first) of
the month as possible. Please submit invoices on the templates provided to
caseyb a@co. mason.wa. us and "cc" staceye@co. mason.wa. us and tparker c.`co. mason.wa. us.
Program reports electronically to tparker@co.maon.wa.us.
Funding will be disbursed upon submitting the program reports and expenditure invoice. Allow up to
three (3) weeks to process invoice and payment. Expenditures are reimbursable and back up
receipts must be kept on file by the grantee.
The funding awards are dependent on the receipt by the county of state revenue contracts and final
approval of contracts by the County Commissioners.
Professional Services Contract (rev 06/2017) Page 11
Program and/or Services Description: School=based Therapist / Case Manager
This funding will support the embedding of a BHR therapist in five -to -seven schools, with a focus on
North Mason rural communities. The therapist will serve all students — a `no wrong door' approach
(the portion of the therapist funded through this proposal will cover services to non -Medicaid enrolled
youth). Services will include on -site intake, case -management, student and family counseling,
therapy, and linkages to further support services, including BHR's broader array of programming.
Services will extend to family members as necessary and appropriate. It is estimated that
approximately 40% of total youth served will be non -Medicaid enrolled.
This project is in direct alignment with Mason County's Mental Health and Substance Abuse 5-Year
Plan, furthering Priority #2 to increase access to mental health professionals, and Priority #4 to utilize
prevention strategies to break intergenerational cycles; and following the Guiding Principles by filling
gaps in service, using evidence -based practices, funding new services, having measurable goals and
outcomes, and leveraging additional resources (both Medicaid and BHR private resources).
BHR will collaborate with school districts to identify school partners with the greatest need Criteria for
selection may include rates of disciplinary referrals and absenteeism, and proportion of low-income
students. Districts and schools typically have their own triaging tools for assessing a student's needs.
Many utilize the School -Wide Information System (SWIS) program to identify a child's needs based on
three tiered levels of supportive services; the need for mental health services falls in tier three. The
objective of this project is to make on -site services available to every student assessed at tier three
within each school served, regardless of Medicaid status. Specifically targeted will be youth with life -
function indicator challenges and multi -system involvement Services will continue over the summer.
Organization and Program Goals:
A) Increase access to treatment, health care, education, training, employment, housing and other
needed support services
B) Address the revolving door of people who cycle repeatedly through the streets, hospital
emergency room and jail
C) Break the intergenerational cycle through the use of prevention strategies including the
number of people experiencing homelessness due to substance abuse or mental illness
D) Reduce the occurrence of people and their immediate family members from experiencing and
suffering from mental health and chemical dependency issues
E) Refer people for mental health and chemical dependency assessments and treatment, as
appropriate and necessary
F) Participate in the Annual Point in Time Homeless Census Count to specifically assist with data
collection on youth experiencing homelessness due to family conflict, substance abuse or
mental health challenges
G) Collaborate with other organizations to maximize the services provided
Short Term Objectives/Strategies for this program include:
Output objectives:
1. Serve 5-7 schools in Mason County, prioritizing North Mason SD and rural communities
2. Serve 90 unduplicated children/month; 180 students/year
Outcome objectives:
1. Decrease absenteeism
2. Decrease the needs and increase the strengths across multiple life domains among the
students served as evidenced by the Child and Adolescent Needs and Strengths (CANS)
measurement tool
Professional Services Contract (rev 06/2017) Page 12
3. Decrease disciplinary referrals
4. Improve relationships and pro -social behavior
5. Reduce high -risk behaviors
6. Reduce criminal behavior
7. Improve stability of living situation
topic
Description
Activity
Goal
1.
Collect
data
to
A. Increase
to
Data
Quality
The
organization
and
necessary
access
demonstrate
data
treatment,
health
Management
&
staff
will
collect
the
program
funding
education,
training,
housing
care,
while
highest
ensuring
data,
effectiveness,
meet
quality
requirements,
This
and
statistical
employment,
and
management,
analysis
and
reports.
may
require
other
needed
support
additional
methods
adopted
services
by
the
organization.
B.
Address
the
revolving
reporting
are
to
door
conducted
of
people
through
who
the
cycle
2.
Use
the
evaluate
program
repeatedly
streets,
hospital
p
erformance
tracking
tem
lates
and
financialeffectiveness
outcomes
.
and
room
and
jail
p
p
rovidedemergency
C.
Break
the
intergenerational
through
the
cycle
use
of
prevention
strategies
3.
Monitor
to
D.
Reduce
the
occurrence
their
reports
monthly
evaluate
program
of
veterans
family
and
immediate
from
members
effectiveness,
progress
and
make
any
necessary
experiencing
from
and
strategic
adjustments
suffering
health
mental
dependency
and
chemical
issues
E.
Refer
for
people
mental
health
dependency
and
chemical
treatment,
assessments
and
as
appropriate
and
necessary
F.
Make
homelessness
brief
infrequent
rare,
and
G
Evaluate
the
use
and
effectiveness
of
progressive
engagement
opic
Description
Activity
Goal
School-
based
1.
Determine
barriers,
A.
Case
1.
Conduct
Intake
comprehensive
is
to
management
a
and/or
assessments
prioritization,
determine
and
referral
&
herapist
Manager
Case
/
collaborative
process
on
hard
potential
participants
and
service
needs
of
planning,
assessment,
facilitation,
copy
case
records
eligibility
2.
Develop
2a.
Reduce
length
time
individualized
of
driven
care
coordination,
in
crisis
client
term
and
Tong
timeline
plans
-term
with
goals
short-
and
evaluation,
advocacy
for
and
to
options
2b.
CANS.
decrease
creates
a
for
and
needs
score
and
an
individual's
services
and
meet
2c.
CANS:
increase
measures
each
goal
strengths
score
Professional Services Contract (rev 06/2017)
Page 13
family's
3. Conflict
3a.
Resolve
housing
diversion
resolution,
homeless
to
first
time
crisis
comprehensive
housing
and
prevent
homelessness
or
through
communication
needs
and
prevention
strategies
repeat
3b.
Prevent
relapse,
to
improve
resolve
conflicts
teach
available
to
resources
stability
sufficiency
and
self
promote
quality
4a.
Improve
4.
Education
cost-effective
education
in
4.1
literacy
outcomes
4
2
Life
experience
school
4b.
Reduce
and
success
skills
B..The
goal
of
this
4.3
HS
completion
or
GED
disciplinary
rate
of
4.4
Post
-secondary
&
early
-intervention
is
to
increase
referrals
4c.
Improve
project
enrollment
support
attendance
4.5
Educational
educational
success
success
rates
4d.
Improve
and
resiliency
of
at-
graduation
risk
families
children
in
Mason
and
rates
5.
Reduce
5.
Financial
Literacy
County,
to
in
Tong
part
so
as
barriers,
improve
and
resolve
5.1
Budget
creation
and
self
increase
avoid
impacts
-term
adherence
sufficiency,
economic/housing
and
stability
negative
of
5.2
Establish
and/or
use
savings
5.3
Credit
account
Score
ACEs
such
as
homelessness
incarceration.
and
5.4
Loan
default
resolution
5.5
Access
to
income
benefits
6.
Improve
to
6.
Health
&
Wellbeing
access
health
to
care
6.1
Personal
Hygiene
6.2
Access
to
and
improve
general
long
term
medical
stability
benefits
6.3
Access
and
to
care
health
mental
and
treatment
substance
/
abuse
services
7.
Access
to
legal
7.
Resolve
housing
services
barriers,
or
employment
improve
self
sufficiency
and
increase
stability
8.
income
Improve
monthly
to
8.
Employment
8.1
WorkSource
as
access
housing
collaboration
affordable
and
8.2
Resume
writing
economic
stability
8.3
Job
search
and
application
8.4
Interview
assistance
8.5
Interview
preparation
clothing
8.6
Background
resolution
8.7
Coordinate
transportation
9.
Improve
9.
Facilitate
access
to
through
collaboration
outcomes
with
Coordinated
Entry
and
Rapid
ReHousing
for
families
programs
other
agencies
housing
experiencing
crisis
a
10.
Collaboration
10.
Team
with
other
to
with
other
departments,
coordinated
agencies
provide
to
entry,
and
organizations
necessary
wrap
around
maximize
participant
services,
to
outreach
benefits,
efforts,
outcomes,
program
goals
and
access
and/or
Professional Services Contract (rev 06/2017)
Page 14
agency mission
to assist in resolving
housing crisis
Description
Activity
Goal
opic
Point
in
1.
Assume
The
Homeless
Raise
community
distribute
in
the
a
participatory
Point
in
Time
role
Count
T
ire
Housing
Assistance
and
Act
Count
annual
awareness,
donations
that
and
ensure
is
a
2.
Attend
requires
county
State
In
Washington
each
reliable
count
conducted
and
conduct
year
after
year.
planning
sessions
development
and
conduct
an
for
methodological
the
best
in
time
annual
point
that
and
most
reliable
count
of
sheltered
homeless
and
count
populations
represents
all
unsheltered
This
persons.
is
in
census
3.
Engage
in
fundraising,
donation
conducted
the
collection,
organization
and
distribution
accordance
with
the
requirements
U
S
Department
of
4.
Event
promotion
5.
Conduct
of
surveys
y
Housing
and
Urban
6.
Assist
de
Development
data
with
-duplication
(HUD).
The
2018
in
time
and
quality
measures
point
is
count
(PIT)
to
take
projected
place
on
January
26,
2017,
to
survey
where
the
people
previous
stayed
night.
Long Term Objectives/Strategies for this program includes continued work to:
A) Improve management of mental health issues
B) Increase access to treatment, health care, education, training, employment, housing and other
needed support services
C) Address the revolving door of people who cycle repeatedly through the streets, hospital
emergency room and jail
D) Break the intergenerational cycle through the use of prevention strategies
E) Improve access to economic resources
F) Reduce first-time incarceration rates
G) Reduce homelessness and length of time homeless
Program Deliverables s Reporting
Report templates will be provided to the contractor/grantee. In your report narratives, please include
your progress in completing the deliverables, as well as descriptions of how your deliverable meets
the short-term project outcomes and objectives outlined above.
Professional Services Contract (rev 06/2017) Page 15
Item
Frequency
Due
/
Deliverable
Name
®esc
Description
'
Cr
Criteria
iteria
for Acceptance
1
As close
1st
month
possible
of
each
to
as
the
Monthly
Invoice
previous
A
monthly
months
reimbursed.
invoice
expenses
for
the
to
be
number;
Name
of
itemized
Organization;
invoice
invoice
template
2
On
the
April.,
Oct
or
before
10th
Jan.,
&
July
of
Quarterly
Report(s)
Financial
performance
template;
tracking;
spend
case
narrative
down
measurements
management
summary;
report
All
on
templates;
reports
time;
proper
are
all
accurate
and
directions
complete
and
followed
received
use
of
3
7/10/18
Year-end
Report
management
analysis
Year-end
measurements
report
summary;
for
including
with
financial
the
tracking;
recommendations
performance
next
template;
a
spend
year
program
narrative
down
case
received;
templates;
Year-end
proper
report
all
directions
and
is
complete
accurate
followed
and
use
of
4
On
each
the
or
5th
before
month
of
Management
Quality
Data
Monthly
quality;
within
check
Client
5
days
to
data
of
ensure
meeting
entered
data
Less
entered
than
3%
within
error
5
days
rate;
of
client
meeting
data
5
August
January
-
Point
Count
in
Time
methodology,
site,
recruitment,
Participation
and
coordination,
census
post
-event
survey,
event
in
donation
the
volunteer
evaluation
day,
data
planning,
s,
count
entry,
team
100%
process
participation
from
the
throughout
organization
the
Monthly
Tuesday
each
month
-
2nd
of
Housing
Meeting
Coalition
discussions;
lead
development
program
monthly
Executive
teams
coalition
community
lead
coalition
inside
member
Director
meetings
/
to
implementation
action
and
participate
leadership
recruitment,
and/or
outside
plan
and
in
of
80%
measured
attendance
on
an
to
annual
meetings
basis
_-=
6
Please submit your reports and supplemental documentation electronically to
tparker(�co.mason.wa.us by COB on the dates due.
Professional Services Contract (rev 06/2017) Page 16
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 Tess than $1,000,000 per occurrence for all covered losses and no less than
$2,000,000 general aggregate, for bodily injury, personal injury, and property damage, including without
limitation, blanket contractual liability.
2. Workers' Compensation on a state -approved policy form providing statutory benefits as required by law
with employer's liability limits for CONTRACTOR's, with two (2) or more employees and/or volunteers, no
Tess than $1,000,000 per accident for all covered losses.
3 Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including owned, non -owned
and hired autos, or the exact equivalent Limits shall be no less than $1,000,000 per accident, combined
single limit. If CONTRACTOR owns no vehicles, this requirement may be satisfied by a non -owned auto
endorsement to the general liability policy described above. If CONTRACTOR or CONTRACTOR's
employees will use personal autos in any way on this project, CONTRACTOR shall obtain evidence of
personal auto liability coverage for each such person.
B. Certificate of Insurance:
A Certificate of Insurance naming COUNTY as the Certificate Holder must be provided to COUNTY within
five (5) days of CONTRACT execution.
C. Basic Stipulations:
1. CONTRACTOR agrees to endorse third party liability coverage required herein to include as additional
insureds COUNTY, its officials, employees and agents, using ISO endorsement CG 20 10 with an edition
date prior to 2004. CONTRACTOR also agrees to require all contractors, subcontractors, and anyone else
involved in this CONTRACT on behalf of the CONTRACTOR (hereinafter "indemnifying parties") to comply
with these provisions.
2. CONTRACTOR agrees to waive rights of recovery against COUNTY regardless of the applicability of
any insurance proceeds, and to require all indemnifying parties to do likewise.
3. All insurance coverage maintained or procured by CONTRACTOR or required of others by
CONTRACTOR pursuant to this CONTRACT shall be endorsed to delete the subrogation condition as to
COUNTY, or must specifically allow the named insured to waive subrogation prior to a Toss.
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 coverage required and, b) an additional
insured endorsement to CONTRACTOR's general liability policy using Insurance Services Office form CG
20 10 with an edition date prior to 2004 CONTRACTOR agrees, upon request by COUNTY to provide
complete, certified copies of any policies required within 10 days of such request. COUNTY has the right,
but not the duty, to obtain any insurance it deems necessary to protect its interests. Any premium so paid
by COUNTY shall be charged to and promptly paid by CONTRACTOR or deducted from sums due
CONTRACTOR. Any actual or alleged failure on the part of COUNTY or any other additional insured under
these requirements to obtain proof of insurance required under this CONTRACT in no way waives any
right or remedy of COUNTY or any additional insured, in this or in any other regard.
6. It is acknowledged by the parties of this CONTRACT that all insurance coverage required to be provided
by CONTRACTOR or indemnifying party, is intended to apply first and on a primary non-contributing basis
in relation to any other insurance or self-insurance available to COUNTY.
Professional Services Contract (rev 06/2017) Page 17
i
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.
Professional Services Contract (rev 06/2017) Page 18