HomeMy WebLinkAboutNorth Mason Regional Fire Authority - Contract MASON COUNTY
PROFESSIONAL SERVICES CONTRACT
CONTRACT#
This CONTRACT is made and entered into by and between Mason County, hereinafter
referred to as"COUNTY" and North Mason Regional Fire Authority, hereinafter referred !
to as"CONTRACTOR."
Contracted Entity North Mason Regional Fire Authority
Address 490 NE Old Belfair Hwyj
Cit , State, Zip Code Belfair, WA 98528 !
Phone 360-275-6711 Ext 200
Primary Contact: Name, Title Beau Bakken, Fire Chief
Primary Contact: E-mail bbakkenO-northmasonrfa.com
Washington State UBI# 603350314
Federal EIN 46-4101262
Total Award/Contract Value $23,638
Contract Term March 1, 2025—June 30, 2025
COUNTY and CONTRACTOR, as defined above, acknowledge, and accept the terms
of this contract and EXHIBITS and have executed this contract on the date below to
start as of the date and year referenced above. The rights and obligations of both
parties to this contract are governed by this contract including any [Special Conditions,
General Terms and Conditions, Exhibits, etc.]. '
CONTRACTOR NAME BOARD OF COUNTY COMMISSIONERS
MASON COUNTY,WASHINGTON
North Mason Regional Fire Authority1�
Agency Name Sharon Trask, Chair
rYle�ch 18, a���
Authorized Signature Date
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Beau Bakken, Fire Chief APPROVED AS TO FORM:
Print Name&Title
3/13/2025
Date Tim Whiteheak,Chief DPA j
Professional Services Contract (rev 01/2024) Page 1
Special Conditions
CONTRACTOR agrees to the following: The award of funds does not guarantee that the
CONTRACTOR will receive funding if special conditions are not met. The following
documents are requirements and must be received within 30 days of the contract award
start date for the CONTRACTOR to submit an invoice and receive funding. If the
agency has provided these documents under a previous contract, only updated
documents need to be provided. For tracking purposes, please notify COUNTY on each
item stating "no updates" if this is the case.
1. CONTRACT REQUIREMENTS to receive funding:
a. Vendor Payment Form
b. Certificate of Insurance (see requirements Exhibit B)
Funding Source: Department of Health Contract#CLH31019 Infectious Disease
Syndemic Prevention Services-SSP
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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.
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 i
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.
Debarment Certification:
Professional Services Contract (rev 01/2024) Page 2
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.
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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 r
made and performed pursuant to this CONTRACT by the CONTRACTOR as an
independent contractor.
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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 j
accrued under this CONTRACT to the Internal Revenue Service, and has a tax account i
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.
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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 j
because of breach of the provisions of this paragraph.
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Taxes: j
CONTRACTOR understands and acknowledges that COUNTY will not withhold Federal
or State income taxes. Where required by State or Federal law, the CONTRACTOR i
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 I
gross or net income, or personal property to which COUNTY does not hold title.
COUNTY is exempt from Federal Excise Tax.
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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, i
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 then.ionth, and the total dollar payment requested, so as to comply
-with municipal auditing requirements. Acceptable invoices wilLbe processed within 30
days of receipt.
Unless specifically stated in Exhibit C or approved inewriting in advance by the official
executing this CONTRACT"for COUNTY or his or herdesignee (hereinafter referred to
as the "AdministratiVO Officer"), COUNTY will not reimburse the CONTRACTOR for any j
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: l
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: i
The funding awarded may only be used for eligible activities and expenses. COUNTY
will pay CONTRACTOR upon acceptance of services provided and receipt of properly
completed invoices, which shall be submitted to the COUNTY representative not more
often than monthly. Exceptions to the single billing per month (or quarterly) can be
made by the COUNTY on'a case-by-case basis. The CONTRACTOR shall only be paid
as a reimbursement of allowable costs incurred during each invoice period, according to
-the terms provided in Exhibit A, if CONTRACTOR performs the services and submits all j
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.
Withholding Payment:
Professional Services Contract (rev 0112024) Page 4
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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 J�
the times and in strict accord with the provisions of the..Disputes clause of this
CONTRACT. COUNTY-may act in accordance with,any-:det(irmination of the
Administrative Officer' hich.ha*..become conclusive`under:this clause, without prejudice .
to any other remedy under:the:CONTRAC"f; to take,ali,or.any of the following actions: : :.`.
(1) cure any failure or-de f'au.1t;
.12) to pay any amount so required to be paid and to:,:.-, . :
charge the same to.the-accodntW the CONTRACTOR, (3) to set off any amount so
-.paid or incurred from ammints idue-or to become due+the.CONTRACTOR. In the event
the CONTRACTOR obtain§�-relief.Upon a claim under"afie:Disputes clause, no penalty or
damages shall accrue to.M..NTRACTOR by reason.,of&od faith withholding by
COUNTY under this clause. I
Labor Standards:
CONTRACTOR agrees to .comply with all applicableatate 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 arid-.. -
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 I•
Labor and/or the State of Washington.
Assignment and Subcontracting:
The performance of all activities contemplated by this:CONTRACT shall be
accomplished by CONTRACTOR. No portion of this CONTRACT may be assigned or
subcontracted to any other individual, firm or entity without the express and prior written
approval of COUNTY.
Conflict of Interest:
If at any time prior to commencement of, or during the term of this CONTRACT,
CONTRACTOR or any of its employees involved in the performance of this CONTRACT
shall have or develop an interest in the subject matter of this CONTRACT that is
potentially in conflict with the COUNTY's interest, then CONTRACTOR shall
immediately notify COUNTY of the same. The notification of COUNTY shall be made
with sufficient specificity to enable COUNTY to make an informed judgment as to
Professional Services Contract (rev 01/2024) Page 5
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:
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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 occupationavqualification.
Furthermore,in those cases]n which CONTRACTOR-is.gaverned.by such laws,
CONTRACTOR shall;take affirmative action to insure''that-App.fcants are employed, and
treafied.during-employment,without regard to their race; colar,.creed, religion, national.:. �
origin, sex, age, marital stafius,sexual orientation, disability.; or veteran status, except ; 1 where such.constituteEra.bona fide occupational qualification: Such action shall include','
but not be limited.to: advertising, hiring, promotions,aayoifs-drterminations, rate of pay j
or other forms of compensation benefits, selection for training including apprenticeship,
and participation in and educational activities. In all solicitations or
advertisements for.empl6yeea placed by them or on their behalf, CONTRACTOR shall
state that all 7qualified 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 benefitsunder this CONTRACT; or i
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 I
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 01/2024) Page 6
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.
B. CONTRACTOR shall..have right, hereunder, at its option and expense, to obtain ': :: .
for COUNTY the right to-continue using the informatibr`-; in.:thie.eVent such claim of-
-ihfringement, is made..;:provided no reduction in perfQrmk aiice-`or-loss results to
COUNTY.
Confidentiality: :
CONTRACTOR, its employees, sub-contractors, and.th'eir.erriployees shall maintain the:
confidentiality of all1hformation 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 employeestfrom 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:a're 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
Professional Services Contract (rev 01/2024) Page 7
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 I
requirements detailed in "Exhibit S Insurance Requirements." I
Insurance as a Condition of Payment: j
Payments due to CONTRACTOR under this CONTRACT are expressly conditioned
.upon the CONTRACT.OR's stri.ct-compliance with all insurance requirements under this
CONTRACT. Payment:to'CONTRACTOR shall be suspended in the event of non-
compliance. Upon,:receipt-.ofi evidence of-full compliances payments not otherwise
subjebt.to withholding-or-set-off will be released to.CONTRACTOR. :ff
Industrial. Insurance Waiver:
Mith.respect to-the. ft r nMitd,of''this CONTRACT and as-to-claims against COUNTY,
its officers., agents sand ern,ployees:;-:CONTRACTOR.expressly.waives its-immunity:under
r..° .Title 51 of the Revised'Cod ;oWashington, the Industrial Insurance Act, for injuries`to:'
its emp loyees:and:dg rees that-tha.-obligations to indemnify, defend and hold harmless
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= ...provided in this'CONTRAC.-extend to any claim brought by or on behalf of any
employee of CONTRAC:TOR....This waiver is mutually:negotiated,by the parties to this
CONTRACT.
OONTRACTOR Commitments, Warranties and Representations: �
'Any written commitme*h't,rQceived from CONTRACTOR concerning this CONTRACT,
..:shall be binding upon CONTRACTOR, unless otherwise-specifically provided herein I
With reference to this:paragraph: Failure of CONTRACTOR to fulfill.such a commitment. `
shall render CONTRACTOR-riable.for damages to COUNTY. A commitment includes-
but is not-limited to, resentation made prior to execution of this CONTRACT,- ,I
Whether or.not inciarporated 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-te-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 I
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 parf'.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;°grin connection with performance of this CONTRACT; or
3) are based upon CONTRACTOR's or its subcontractors' use of, presence upon or i
Professional Services Contract (rev 01/2024) Page 8
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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 area material inducement
to COUNTY to enter into this CONTRACT, are reflected-..in,CONTRACTOR's
compensation, and have been mutually negotiated.by the parties..
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Participation by County.-No Waiver. COUNTY rese.rvos-Ithe---.Hghti-but not the obligation.;
to participate in the defense-of any claim, damages•ir;losses a��exp, uses and such-.
participation shall not.constitute-a waiver of CONTRACTOR's indemnity obligations j
under this CONTRACT.
:Survival of'CONTRA--TO:R:'s Indemnity Obligations::S::C�,�1T1�(:Yl'O'R agrees all �, G
CCINTRACTOR's indemnity obligations shall survive-,tfe:oompfotiori; expiration or-
termination of this CONTRACT.
indemnity by Subcontractors. ,,In-the event the CONTRACTOR'ente.rs into subcontr,.acts
to-the.extent allowed under•this.CONTRACT, CONTRACTOR's subcontractors shall'
,indomnify COUNTY on. basis equal to or exceeding CONTRACTOR's indemnity
obligations to COUNTY. ::
c-Gompliancd with Applicable Laws, Rules and Reg-pIAt.i6nse :
. .This CONTRACT shall bb-subject.to all laws, rules,-an:d-;rpgulationsbf the United States.,
;of America, the State,of Washington, political subdivis16 s.of the.-State of Washington
and Mason.County..:CONTRACTOR also agrees to compl..y with-applicable Federal;- i
State, County or rnunicipal'standai'ds for licensing, Gert-ification.-and.-.operation of facilities :
and programs, and accreditation and licensing of individuals.
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Administration Contract:
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COUNTY hereby appoints; and:CONTRACTOR hereby accepts,the Mason County
Public Health and Human Services Director and his.or'her des'signee; as COUNTY's.
representative, hereinafter refer-,red to as the Administrative.Officer;for the purposes of
-administering the provisions of.this CONTRACT, inc1udlhg,COUNT'Y's right to receive.
and act on all reports and.doc'uments, and any auditing performed-by the COUNTY
related to this CONTRACT. I
The Administrative Officer for purposes of this CONTRACT is: !i Melissa Casey, Community Health Manager {
Mason County Public Health & Human Services
415 N. 6th Street
Phone: 360-427-9670 Ext. 404
Fax: 360-427-7787 i
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Professional Services Contract (rev 01/2024) Page 9
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E-mail: mcaseyCa)-masoncountywa.gov
Financial Contact:
Casey Bingham, Finance Manager
Mason County Public Health & Human Services
415 N. 6th Street
Phone: 360-427-9670 Ext. 562
Fax: 360-427-7787
E-mail: caseybaffiasoncountywa.gov
Notice: 1
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 j
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:
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Either party may terminate this Agreement for any reason by providing the other party
with at least thirty (30) days' prior written notice. The right to terminate this Agreement
as set forth in this paragraph, is in addition to any other rights and remedies available to
the parties under applicable law.
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 f
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) j
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.
Professional Services Contract (rev 01/2024) Page 10
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 Service and Exhibit C Budget. An equitable adjustment in the j
CONTRACT price for partially completed items of work will be made, but such j
adjustment shall not include provision for loss of anticipated profit on deleted or
uncompleted work. Termination of this CONTRACT by COUNTY at any time during the
term, whether for default or convenience, shall not constitute breach of CONTRACT by
COUNTY.
Termination for Reduced Funding:
COUNTY may terminate this CONTRACT in whole or in part should COUNTY
determine, in its sole discretion, that such termination is necessary due to a decrease in '
available project funding including State and/or Federal grants. Whenever the
CONTRACT is terminated in accordance with this paragraph, the CONTRACTOR shall
be entitled-to payment for actual work performed in compliance with Exhibit A Scope of
Services and Exhibit 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 i
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 j
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.
Professional Services Contract (rev 01/2024) Page 11
Arbitration:
Other than claims for injunctive relief brought by a party hereto (which may be brought
either in court or pursuant to this arbitration provision), and consistent with the
provisions hereinabove, any claim, dispute or controversy between the parties under, i
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 I
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 j
more than six (6) years prior to a written request or demand for arbitration issued under
this Agreement are not subject to arbitration.
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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
Professional Services Contract (rev 0112024) Page 12
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: i
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 i
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.
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Professional Services Contract (rev 01/2024) Page 13
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EXHIBIT A r
SCOPE OF SERVICES
Program: Drug User Health Syndemic Clinical Services through the Substance Use
Mobile Outreach of Mason County j
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Program Descriptions: j
North Mason Regional Fire Authority's (NMRFA) Mobile Integrated Health Program will
partner with Mason County Public Health and Human Services (MCPHHS) Substance
Use Mobile Outreach Program to provide clinical services,.including wound care,
infectious disease tosting"and:treatment (STIs and Hepatitis.C, or HCV), HIV testing and i
linkages to state-sponsored.-HIV/AIDS medical case.management, medications for.
,opioid.use disorder;(M.OUD)- and;general wellness checks with an emphasis on early
... ::diagnosis and treatrnent,..of. ealth-challenges that commonly occur in people who use
.drugs or who experience-behavioral health challenges. The program will provide
-linkages-to primary-,o..r.specialty fellow-up care, behavi oral.health services, case
management, and4broader.socigl and recovery support.services with Mason County I
Mobile Outreach staff as per the DOH's Drug User Health.contract.
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A 0.12 FTE Certified.!Physi.cian'sr.Assistant, a 0.03 FTE Psychiatric Nurse Practitioner,
and a 0.40 FTE Licensed Practical Nurse will work with MCPHHS outreach staff to
provide services in several modalities: home service, street/encampment outreach,
office-based, and telehealth' .An,:RN and Prevention Specialist may also be included.in
services at the north end of Mason County, within NMRFA's jurisdiction.
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The NMRFA will allocate patient appointment times based on the negotiated FTE j
availability. MCPHHS will contadt NMRFA for scheduling through phone, email, or fax
requests. `
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NMRFA will report to MCPH every month by the 10th of the month:
® the number of wound care sessions,
® the number of infectious disease tests conducted (HCV, HIV, gonorrhea-chlamydia,
syphilis),
® the number of participants started on HCV treatment, the number of participants i
inducted on MOUD, and
• the number of all other diagnostic tests or general wellness exams.
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NMRFA will provide all equipment, diagnostic tests, and electronic equipment within the
scope of the Mobile Integrated Health Program's (MIHP) services and the MIHP vehicle
as needed. As part of the larger MIHP program with Central and South Mason Fire
Districts, NMRFA will also provide referrals from the larger 911 emergency system.
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Professional Services Contract (rev 0112024) Page 14
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MCPHHS will provide wound care supplies, infectious disease and diagnostic tests, and
clinical office space, including two exam rooms, one lab, and a private office at 2300
Kati Court, Suite A in Shelton. It will also provide staff for outreach, linkages to care, and
navigation services as needed. '
Both parties will continue to utilize partnerships within the Mason County/adjacent
counties network of behavioral health (substance use and mental health) providers,
housing and social services providers, and broader social and recovery support
services to provide holistic wrap-around care for program participants.
NMRFA and MCPHHS will review the workflow mid-contract and adjust services and
hours as needed within the capacity of both agencies:This-contract may be renewable
depending on funding.
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Professional Services Contract (rev 01/2024) Page 15
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 j
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.
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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 j
per accident for all covered losses.
:3. Business Auto C6ver9ge-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, combinedzingle limit. If CONTRACTOR owns no vehicles, this requirement
may be satisfied;by anon-t..wn:ed:auto endorsement to the general liability policy described
above. If CONTRACTOR or CON.TRACTOR's employees will use personal autos in any way
on this project, CUNYRAC`:TOR.shall obtain evidence of personal auto liability coverage for
each such person. j
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4. Professional Liability..Not-less-than $5,000,000 per claim. Coverage will apply to liability for
professional error, act or omission, arising out of or in connection with the Contractor's
Services under the Contract.
5. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements,
shall provide coverage.at.least as broad as specified for the underlying coverages. Such
-policy or policies shall include as insureds those covered by the underlying policies,
including additional-insureds. Coverage shall be"pay on behalf', with defense costs payable
in addition to policy limits. There shall be no cross-liability exclusion precluding coverage for
claims or suits by:one insured against another. Coverage shall be applicable to County for
injury to employees of CONTRACTOR, subcontractors or others involved in the Work. The
scope of coverage provided is subject to approval of County following receipt of proof of
insurance as required herein
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:
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Professional Services Contract (rev 01/2024) Page 16
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 th'e�ndme`d 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 siny'reduetions in scope or-limits
of coverage that may affect COUNTY's protection with out'COUNTY's prior written consent.
-5. CONTRACTOR:agrees to-provide evidence of the insurance required herein, satisfactory to
COUNTY, consisting of: a) eertificate(s) of insurance evidencing<all of the coverages
required and, b)-an additional insured endorsement td CONYRACTOR'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'obi:ain proof of insurance required
under this CONTRACT in noway 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 rion-contributing.basis in relation to any other insurance or self-insurance available
to COUNTY.
7. CONTRACTOR agrees not to self-insure or to use any self-insured retentions on any portion
of the insurance required herein and further agrees that it will not allow any indemnifying
party to self- insure its obligations to COUNTY. If CONTRACTOR's existing coverage
includes a self-insured retention, the self-insured retention must be.declared to the
COUNTY. The COUNTY may review options with CONTRACTOR, which may include
reduction or elimination of,the self-insured retention, substitution of other coverage, or other
solutions.
Professional Services Contract (rev 01/2024) Page 17
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 j
terminated for any reason. Termination of this obligation is not effective until COUNTY
executes a written statement to that effect.
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9. The limits of insurance as described above shall be considered as minimum requirements.
Should any coverage carried by CONTRACTOR or a subcontractor of any tier maintain
insurance with limits of liability-that exceed the required limits or coverage that is broader
than as outlined above, those higher limits and broader coverage shall be deemed to apply I
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°here.in shall be in complianbivwith these requirements if they
include any limiting.endorsement that has not been first subrmitted 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-:Vll.
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 thtan 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 additional cost
to the CONTRACTOR, the COUNTY and CONTRACTOR may renegotiate
CONTRACTOR's compensation.
Professional Services Contract (rev 01/2024) Page 18
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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.
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17. CONTRACTOR agrees to provide immediate notice to COUNTY of any claim or loss against
CONTRACTOR arising out of the work performed under this agreement. COUNTY assumes
no obligation or liability by such notice, but has the right(but not the duty)to monitor the
handling of any such claim or claims if they are likely to involve COUNTY.
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Professional Services Contract (rev 01/2024) Page 19
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EXHIBIT C !
BUDGET
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Submit monthly invoice requests electronically to Christina Muller-Shinn at cmuller-
shinnLa7masoncountywa.gov by the 10t"of each month.
Position Monthly Salary Monthly FTE Amount
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Benefits Requested
Physician Assistant—Certified $10,732.05 $2,401.33 0.12 $6,304.00
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Psychiatric Nurse $17,600.00 N/A 0.03 $1,760.00 ,
Practitioner*
Registered Nurse $9,819.33 $1,595.22 0 _ $0
Licensed Practical Nurse $7,280.00 $1,010.75 0.4 $13,265.00
Prevention Specialist 1 $9,144.45 $2,401.33 0.05 $2,309.00
TOTAL $23,638.00
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*Contract position without benefits/taxes paid
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 must be used and not modified without the expressed,
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written permission from the COUNTY. The COUNTY has the right to change the
reporting requirements with notification to the CONTRACTOR.
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Payment will be considered timely within 30 days of receipt of invoice.
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Professional Services Contract (rev 0112024) Page 20
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