HomeMy WebLinkAboutOlympic Health & Recovery Services - Contract r
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MASON COUNTY
PROFESSIONAL SERVICES CONTRACT
CONTRACT#
This CONTRACT Is made and.entered into by and between Mason County, hereinafter
referred to as"COUNTY" and Olympic Health & Recovery Services, hereinafter referred
to as"CONTRACTOR."'
Contracted Entity Ol m is Health & Recovery Services OHRS
Address 670 Woodland Square Loop SE, Suite 301
Clt , State Zip,Code .360-763-5828
Phone Lacey, WA 98503
Primary Contact; Name, Title Joe Avalos, 0HR8 Administrator
Primary Contact; E-mail 360-819-3305
joe.avalos tmbho.or
Washington State UBl# 603-569-721 j
Federal EIN 47-5326968
Total Award/Contract Value $189,000 _
Contract Term January 1, 2026—December 31, 2025
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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 a
start as of the date and year referenced above. The rights and obligations of both I
parties to this contract are governed by this contract including any [Special Conditions,
General Terms and Conditions, Exhibits, etc.].
CONTRACTOR NAME BOARD OF COUNTY COMMISSIONERS
MASON COUNTY, WASHINGTON
Olympic Health and Recovery Services(OHRS) '
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Agency Name Ra dy Neat rlin, Chair
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Authorized Signature Date
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Joe Avalos, Executive Director
.APPROVED AS TO FORM; i
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Print Name&Title I
12/19/2024
Date �T�i�Md�"Chief DPA
Professional Services Contract(rev 01/2024) Page 1 i
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Special Conditions
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CONTRACTOR agrees to the following: The award of funds does not guarantee that the
CONTRACTOR will receive funding if special conditions are not met. The following
documents are requirements and must be received within 30 days of the contract award
start date for the CONTRACTOR to submit an'invoice-and receive funding. If the
agency has provided these documents under a previous contract, only updated
documents need to be provided. For tracking purposes, please notify COUNTY on each
item stating "no updates" if this is the case.
1, CONTRACT REQUIREMENTS to receive funding
a. Vendor Payment Form
b. Certificate of Insurance (see requirements Exhibit B)
Funding'Source: Treatment Sales Tax (RCW 82.14.460)
General Terms and 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,In the
event that CONTRACTOR expends the total award specified in "Exhibit C Budget'
before the end of the CONTRACT duration, CONTRACTOR remains liable to provide
COUNTY the services as identified in "Exhibit A;Scope of Services." No material, labor
or facilities will be furnished by COUNTY, unless otherwise provided for in the
CONTRACT.
CONTRACTOR maysubmit a written proposal with an estimated cost for other
expenses allowable under the RCW 82.14.460 that may not be specified in "Exhibit A
Scope of Services." The COUNTY must give written approval before any expenses iare
incurred and considered allowable costs for reimbursement to this CONTRACT.
Term:
Services provided by CONTRACTOR prior to or after the term of this CONTRACT shall
be performed at the expense of CONTRACTOR and are not compensable under this
CONTRACT unless both parties hereto agree to such provision in writing. The term of
this CONTRACT may be extended by mutual consent of the parties; provided,,however,
'that the CONTRACT is in writing and signed by both parties.
Amendments and Extension:
This CONTRACT may be amended by mutual agreement of the parties. Such
amendment shall not be binding unless they are in writing and signed by personnel
authorized to bind each of the parties.
The duration of this CONTRACT may be extended by mutual.written consent of the
parties,for a period of up to one year; and for a total of no longer than three years.
Professional Services Contract (rev`01/2024) Page 2
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Debarment Certification:
The CONTRACTOR, by signature to this contract, certifies that the CONTRACTOR is
not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded in any Federal department or agency from participating in
transactions.
Independent Contractor:
CONTRACTOR's services shall be furnished by the CONTRACTOR as an independent
contractor, and nothing herein contained shall be construed to create a relationship of
employer-employee. All payments made hereunder and all services performed shall be
made and performed pursuant to this CONTRACT by the CONTRACTOR as an
independent contractor.
CONTRACTOR acknowledges that the entire compensation for this CONTRACT is
specified in Exhibit C Budget and the CONTRACTOR is not entitled to any benefits
including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental;
or other insurance benefits, or any other rights or privileges afforded to employees of
COUNTY, The CONTRACTOR represents that he/she/It maintains a separate place of
business, serves clients other than COUNTY, will report all income and expense
accrued under this CONTRACT to the Internal Revenue Service, and has a tax account
with the State of Washington Department of Revenue for payment of all sales and use
and Business and Occupation taxes collected by the State of Washington.
CONTRACTOR will defend, indemnify and hold harmless COUNTY, its officers, agents
or employees from any loss or expense, including,but not limited to, settlements,
judgments, setoffs, attorneys' fees or costs incurred by reason of claims or demands
because of breach of the provisions of this paragraph.
Taxes:
CONTRACTOR understands and acknowledges that COUNTY will not withhold Federal
or State income taxes. Where required by State or Federal law, the CONTRACTOR
authorizes COUNTY to withhold for any taxes other than income taxes (Le., 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.
i COUNTY is exempt from Federal Excise Tax.
Professional Services Contract (rev 01/2024) Page 3
No Guarantee of Employment:
The performance of all or part of this CONTRACT by the CONTRACTOR shall not
operate to vest any employment rights whatsoever and shall not be deemed to
guarantee any employment of CONTRACTOR or any employee of CONTRACTOR or
any sub-contractor or any employee of any sub-contractor by COUNTY at the present
time or in the future.
Accounting and Payment for CONTRACTOR Services
Payment to the CONTRACTOR for services rendered under this CONTRACT shall be
as set forth in Exhibit C Budget. Where Exhibit C requires payments, by the COUNTY,
payment shall be based upon written claims supported, unless otherwise provided in
Exhibit C, by documentation of units of work actually performed and amounts earned,
including; where appropriate, the actual number of days worked each month, total
number of hours for the month, and the total dollar payment requested; so as to comply
with municipal auditing requirements, Acceptable invoices will be processed within 30
days of receipt.
Unless specifically stated in Exhibit.0 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, pursuant to the fee schedule set
forth in Exhibit C.
Fraud and Other Loss Reporting.
CONTRACTOR shall report in writing all known or suspected fraud or other loss of any
! funds or other property furnished under this CONTRACT immediately or as soon as
practicable.
Billing Procedures and Payment:
The funding awarded may only be used for eligible activities and expenses. COUNTY
will pay CONTRACTOR upon acceptance of services provided and receipt of properly
completed invoices, which shall be submitted to the COUNTY representative not more
often than monthly. Exceptions to the single billing per month (or quarterly) can be
made by COUNTY on a case-by-case basis, The CONTRACTOR shall only be paid
as,a reimbursement of allowable costs incurred during each invoice period, according to
the terms provided in Exhibit A, if CONTRACTOR performs the services and submits all.
reporting to a satisfactory level.
The COUNTY may, in its sole discretion withhold payments by the Grantee for services
rendered if the CONTRACTOR fails to satisfactorily comply with any term or condition of
this Grant No payments in advance or in anticipation of services or supplies to be
provided under this Grant shall be made by the COUNTY,
Professional Services Contract (rev 01/2024) Page 4
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Withholding Payment:
In the event the CONTRACTOR has failed to perform any obligation under this
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;
j including but not limited to those pertaining o payment of wages and working
conditions, in accordance with RCW 39,12.040, the Prevailing Wage Act; the Americans
with Disabilities Act of 1900; the Davis-Bacon Act; and the Contract Work Hours and
Safety Standards Act providing for weekly payment of prevailing wages; minimum
overtime pay, and providing that no laborer or mechanic shall be required to work in
surroundings or under conditions which are unsanitary, hazardous, or dangerous to
health and safety as determined by regulations promulgated by the Federal,Secretary of
Labor and/or the State of Washington.
Assignment and Subcontracting:
The performance of all activities contemplated by this CONTRACT shall be
accomplished by CONTRACTOR. No portion of this CONTRACT may be assigned or
subcontracted to any other individual, firm or entity without the express and prior written
approval of COUNTY.
Conflict of Interest:
If at any time prior to commencement of, or during the term of this CONTRACT,
CONTRACTOR or any of its employees involved in the performance of this CONTRACT
shall have or develop an interest in the subject matter of this CONTRACT that is
potentially in conflict with the COUNTY's interest,then CONTRACTOR shall
I immediately notify COUNTY of the same. The notification of COUNTY shall be made
Professional Services Contract (rev 01/2024) Page 5
with sufficient specificity to enable COUNTY to make an informed judgment as to
whether or not COUNTY's interest-may be compromised in any manner by the
existence of the conflict,actual or potential. Thereafter, COUNTY may require
CONTRACTOR to take reasonable steps to remove the conflict of interest. COUNTY
.may also terminate this CONTRACT according to the provisions herein for termination.
Non-Discrimination in Employment:
COUNTY's policy is to provide equal opportunity in all terms, conditions and privileges
of employment for all qualified applicants and employees without regard to race, color,
creed, religion, national origin, sex, sexual orientation, age, marital status, disability, or
veteran status. 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 the future, directly or indirectly, induce or solicit any person or
Professional Services Contract (rev 01/2024) Page 6'
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corporation to refrain from submitting a bid or proposal to or from performing work or
providing supplies to COUNTY.
Work Product:
CONTRACTOR will provide COUNTY with all work product including; plans, data
reports, prior to the release of the final payment for services.
Pate ntlCo pyright 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 II
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 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;
Professional Services Contract (rev 0112024) Page 7
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:
Without limiting.CONTRACTOR's indemnifications of COUNTY, and prior to
commencement of Work, CONTRACTOR shall obtain, provide and maintain at its own
expense during the term of this agreement, policies of insurance that meets or exceeds
of the types and amounts detailed in "Exhibit B Insurance Requirements."
Insurance as a Condifion 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
Professional Services Contract (rev 01/2024) Page 8
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subcontractors and their employees, agents or volunteers; or 2) are directly or indirectly
from or in connection with performance of this CONTRACT; or
arising out of, resulting
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 j
obligation of the CONTRACTOR shall not 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:
4{ 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
Public Health and Human 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:
Melissa Casey, Community Health Manager
Mason County Public Health & Human Services
Professional Services Contract (rev 01/2024) Page 9
415 N. 6th Street
Phone: 360-427-9670 Ext. 404
Fax:360-427-7787
E-mail: mcasev(o)masoncountywa.gov
Financial Contact:
Casey Bingham, Finance Manager
Mason County Public Health & Human Services
415 N. 6th Street
Phone: 360-427-0670 Ext. 562
Fax: 360-427-7787
E-mail; case b(o)rnasoncountywa.goy
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:
Professional Services Contract (rev 01/2024) Page 10
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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 Exhlbit.A Scope of Service and Exhibit.C Budget. An equitable adjustment in the
CONTRACT price for partially completed items of work will be made, but such
adjustment shall not include provision for 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,
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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 Ij
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 C Budget'.
Disputes:
1, Differences between the CONTRACTOR and COUNTY, arising under and by virtue
of the AGREEMENT shall be brought to the attention of COUNTY at the earliest
possible time in order that such matters may be settled or other appropriate 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:
Professional Services Contract (rev 01/2024). Page 11
Other than claims for injunctive relief brought by a party hereto (which may be brought
either in court or pursuant to this arbitration provision), and consistent with the
provisions 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.
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.
5everability:
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
Professional Services Contract (rev 01/2024) Page'12
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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. Special Conditions
D. General Terms and Conditions
E. Exhibit B, Insurance Requirements
F. Exhibit A, Scope of Service
G. Exhibit C, Budget
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 (rev01/2024) Page 13
EXHIBIT A
SCOPE OF SERVICES
Program: Mason County Law Enforcement Co-Responder Program
Program Description:
Olympic.Health and Recovery Services will partner with the Mason County Sheriff's Office
(MCSO)to provide co-responder services to engage With individuals experiencing behavioral
health crises that do not rise to the level of need for incarceration. CONTRACTOR will respond
with MCSO to identified behavioral health crisis situations and intervene to connect'individuals
to resources and services to mitigate future crises.
Services include identification and screening of individuals with behavioral health and social
service needs, referrals and connection to behavioral health treatment and social service
resources, assistance in obtaining basic resources, outreach and support to individuals seen on
a recurring basis, short term case management, and coordination of service delivery.
A; CONTRACTOR will recruit, hire, and maintain four staff positions, two Crisis Clinicians
and two Peer Specialists, with duties, functions, and qualifications as described below:
a. Job Title: Crisis Clinician (BA)
b. Job Title: Peer Specialists—Crisis
c. All positions are maintained by Olympic Health & Recovery Services
Program Expectations:
A. CONTRACTOR will cultivate contacts and establish and maintain positive, effective,
collaborative working relationships with Mason County Sheriff's Office personnel, other
law enforcement agencies, emergency medical response agencies, court systems,
community leaders, Mason County Public Health& Human Services,federal, state,
regional and local agencies, homeless shelters, area community service,and faith-based
groups, staff of state and local hospitals and health providers in an effort to care for and
assist individuals with chronic behavioral health disorders and in need of social services,
• Develop a network,of working relationships with, Designated Crisis Responders
(DCR), Mason County Jail, behavioral health treatment providers;emergency
housing providers,and other social services providers.
• Serve as a liaison with other County departments, divisions, outside agencies,
and the community.Participate In systems planning, including representation on
various committees,
• Establish and maintain a rapport with the population served.
• Provide information, consultation, and referral,
• Respond to requests for information about available services for Individuals who
are homeless, individuals with behavioral health disorders, and those with other
human and social service needs. Make referrals to appropriate service providers
and coordinate service delivery.
• Assist the target population served with obtaining basic resources such as
shelter, food, medical services, behavioral health treatment,jobs and other social
and human services as needed.
• Develop and maintain a housing resource list.
Professional Services Contract (rev 01/2024) Page 14
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• Assist with relocations..
• Provide outreach, engagement and liaison support to those people that are seen
on a recurring basis which may require short term intensive case management.
Facilitate services for high-need individuals across all involved systems of care.
• Monitor contact behaviors and progress,provide assistance toward attaining pre-
determined goals, and schedule appointments.
• Promote best practices in treatment approaches; support systems, and
interventions. Meet with and interview contacts, families, and other care
providers to assess needs and eligibility of services. Advocate needs of contacts
within and outside system; liaise between contact, caregivers, and service
providers: Provide client-level and system-wide troubleshooting and advocacy.
• Follow-up with identified individuals in an effort to bridge gaps between police
and/or emergency medical contacts and social service providers.
• Consult with other agency professionals on difficult cases,
• Develop and recommend procedures for identifying and screening people with
social service needs.
• Establish and administer maps of camp locations for service providers and the
Mason County Sheriff's Office.
• Study and analyze program participation. Prepare recommendations and a yearly
report for improvement of existing and development of new programs. Review
statistical data and Identify future trends. Collect and prepare data for status
reports and a monthly outcome summary.
Prepare memos, correspondence, records and reports related to social services
activities.
• Develop, recommend, plan, initiate and organize programs, policies, procedure
and projects that will assist in efficiently addressing the human and social service
needs of the;target population served within the Mason County community.
Provide training to officers on social service resources.
+ Manage limited resources to maximize efficiencies and effectiveness
of services
provided.
• Facilitate transport for person(s) in need of assistance to appropriate facilities.
• May attend and testify at court hearings and other legal proceedings.
• Perform related work and special projects as assigned.
B. CONTRACTOR will oversee subcontracted services and will work in partnership with the
Mason County Sheriffs Office. Subcontracted services will work in coordination with law
enforcement,emergency medical response agencies, court systems, community
leaders, government agencies, treatment providers, housing providers, and other social
service providers.
C. CONTRACTOR will supply the Crisis Clinicians and Peer Specialists with all necessary
equipment and software to carry out the functions of their position. This Includes, but is
not limited to, a computer and a phone.
D. 'COUNTY will provide the Crisis Clinicians and Peer Specialists with a workspace and
access to Internet at Mason County Sheriff's Office.
E. The Crisis Clinicians and Peer Specialists must work 40 hours per week excluding
holidays recognized by CONTRACTOR.
Professional.Services Contract (rev 0112024) Page 15
• The Crisis Clinicians' and Peer Specialists' schedules will beset by
CONTRACTOR with input from COUNTY.
• The Crisis Clinicians and Peer Specialists should attend all CONTRACTOR staff
meetings, in services, or other critical organizational meetings.
PerformancelReporting and Dellverabies:
The CONTRACTOR will collect data and report on the following measures on a quarterly basis.
Performance measures and targets are subject to change under the authorization of the
COUNTY.
a
Daespander with MCSbi,,i
i The following demographics should be collected for every
munduplicated client served for the contract year, including clients
who carried over from the previous year and all new enrollments for
the contract year. Reported in the 411' quarter only,
• Gender Identity (Male, Female,,Transgender, Other
Identity, choose not to respond)
f • Age Group (0-14, 15-17, 18-24, 25-54, 55+years old)
i Race (White, Black or African American, Asian, American
li Demographics Indian or Alaska Native, Native Hawaiian or Other Pacific
Islander, Multiple;Races, Other, choose not to respond)
rr
• Ethnicity (Non-Hispanic/Non-Latino, Hispanic/Latino,
ggg choose not to respond)
• Zip Code (98501 98502, 98503, 98506, 98512, 98513,
98516, 98530, 98531, 08576, 98579, 98589, 98597,
HOtiV
Transient/Homeless, Other, choose not respond)
.
MAM
Mu The number of new clients referred to the program during the
Rn M Number of quarter.
Referrals
The number of clients who received program services each quarter;
including clients who were enrolled at the start of each quarter
ME
(caseload carryover) and al!new clients each quarter. Clients re-
admitted to the program after'a formal exit are considered new.
enrollments.
Clients served Receive program services; Eligible,clients are contacted by
r program staff.
Eligibility: Individuals have been referred by TCSO or other
{ partners as having behavioral health and or social service
needs;.
i • Target; 25 in-person outreaches per week
The number of clients who were referred to other services (e.g.,
HOW : : Referred to Other Law Enforcement Assisted Diversion, housing,'behavioral health
WELT 11, Services assessment or treatment, case management,or other services):
Professional Services Contract (rev 0112024) Page 16
,
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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, 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. Professional Liability(errors & omissions) insurance that covers the Services to be
t performed in connectionwith this Agreement, in the minimum amount of$1,o00;000 per
[ claim and in the aggregate.
B. Certificate of Insurance:
A Certificate of Insurance naming COUNTY as the Certificate Holder must be provided to
COUNTY within five (5)days of CONTRACT execution.
C. Basic Stipulations:
1. CONTRACTOR agrees to endorse third party liability coverage required herein to include as
additional Insureds COUNTY, its officials, employees and agents, using ISO endorsement
CG 20 10 with an edition date prior to 2004. CONTRACTOR also agrees to require all
contractors, subcontractors, and anyone else involved in this CONTRACT on behalf of the
CONTRACTOR (hereinafter"indemnifying parties") to comply with these provisions.
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.
Professional Services Contract (rev 01/2024) Page 17
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 2010 with an edition date prior to 2004.
CONTRACTOR agrees, upon request by COUNTY to provide complete, certified copies of
any policies required within 10 days of such request. COUNTY has the right, but not the
duty, to obtain any insurance it deems necessary to protect its interests. Any premium so
paid by COUNTY shall be charged to and promptly paid by CONTRACTOR or deducted
from sums due CONTRACTOR. Any actual or alleged failure on the part of COUNTY or any
other additional insured under these requirements to obtain proof of insurance required
Under this CONTRACT in no way waives any right or remedy of COUNTY or any additional
Insured, in this or in any other regard.
6. it is acknowledged by the parties of this CONTRACT that all insurance coverage required to
be provided by CONTRACTOR or indemnifying party, is intended to apply first and on a
primary non-contributing basis in relation to any other insurance or self-insurance available
to COUNTY.
7. CONTRACTOR agrees not to self-insure or to use any self-insured retentions on any portion
of the insurance required herein and further agrees that it will not tallow 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
Professional Services Contract (rev 01/2024) Page 18
I
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 i
CONTRACT to the extent that any other section or provision conflicts with or impairs the
provisions of this Exhibit.
i
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 01/2024) Page 19.
EXHIBIT C
BUDGET
Submit monthly payment request and ledger electronically to Melissa Casey
mcasev(@masoncountywa,goy
Olympic Health & Annualized Total
Recovery Services
4.0 FTE Staff Wages& Benefits $362,487
Training/Travel/Supplies- $29,662
Admin (10%) $39,214
Total Program Costs $431;363
Treatment Sales Tax Total $1$900
Payment:
In the'event State, Federal, or local funding changes, the COUNTY reserves the right to
amend the payment terms and the amount awarded in this contract. Approved invoices
will be disbursed according to the vendor payment schedule of the County Auditor's
Office. Refer to the Billing Procedures and Payment clause of this contract for additional
information.
All COUNTY provided templates mustbe used and not modified without the expressed,
written permission from the COUNTY. The COUNTY has the right to change the
reporting requirements with notification to the CONTRACTOR.
Payment will be considered timely within 30 days of receipt of invoice.
Professional Services Contract (rev 01/2024) Page 20