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HomeMy WebLinkAboutOlympic Health & Recovery Services (OHRS) Co-Responder Program - Contract MASON COUNTY PROFESSIONAL SERVICES CONTRACT CONTRACT# aU_O1cj 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 Olympic Health & Recovery Services (OHRS) Address 670 Woodland Square Loop SE, Suite 301 City, State, Zip Code Lacey, WA 98503 Phone 360-763-5828 Primary Contact: Name, Title Joe Avalos, Executive Director Primary Contact: E-mail joe.avalos tmbho.or Washington State UBI# 603-569-721 Federal EIN 47-5326968 Total Award/Contract Value $207,243 Contract Term January 1, 2026— December 31, 2026 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 Terms and Conditions, General Terms and Conditions, and Exhibits. CONTRACTOR NAME BOARD OF COUNTY COMMISSIONERS MASON COUNTY,WASHINGTON Olympic Health and Recovery Services (OHRS) Agency Name Pat Ta well, Chair mck 1 Authorized Signature Date Joe Avalos, Executive Director APPROVED AS TO FORM: Print Name&Title 4/15/2026 Date Tim Whitehea ,Chief DPA Professional Services Contract (rev 07/2025) Page 1 Special Terms and 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 date of execution 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 Exhibit B Insurance Requirements) Funding Source: Treatment Sales Tax (RCW 82.14.460) General Terms and Conditions Scope of Service: CONTRACTOR agrees to provide COUNTY the services and any materials as set forth as identified in "Exhibit A Scope of Service," 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 Service." No material, labor or facilities will be furnished by COUNTY, unless otherwise provided for in the CONTRACT. Term: Services provided by CONTRACTOR prior to or after the term of this CONTRACT shall be performed at the expense of CONTRACTOR and are not compensable under this CONTRACT unless both parties hereto agree to such provision in writing. The term of this CONTRACT may be extended by mutual consent of the parties, provided, however, that the CONTRACT is in writing and signed by both parties. Amendments and Extension: This CONTRACT may be amended by mutual agreement of the parties. Such an 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. Independent Contractor: The CONTRACTOR shall furnish CONTRACTOR's services 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 Professional Services Contract (rev 07/2025) Page 2 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 (i.e., Medicare). All compensation received by the CONTRACTOR will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the CONTRACTOR to make the necessary estimated tax payments throughout the year, if any, and the CONTRACTOR is solely liable for any tax obligation arising from the CONTRACTOR's performance of this CONTRACT. The CONTRACTOR hereby agrees to indemnify COUNTY against any demand to pay taxes arising from the CONTRACTOR's failure to pay taxes on compensation earned pursuant to this CONTRACT. COUNTY will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. The CONTRACTOR must pay all other taxes, including, but not limited to, Business and Occupation Tax, taxes based on the CONTRACTOR's gross or net income, or personal property to which COUNTY does not hold title. COUNTY is exempt from Federal Excise Tax. No Guarantee of Employment: The performance of all or part of this CONTRACT by the CONTRACTOR shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of 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 C or approved in writing in advance by the official executing this CONTRACT for COUNTY or his or her designee (hereinafter referred to as the "Administrative Officer"), COUNTY will not reimburse the CONTRACTOR for any costs or expenses incurred by the CONTRACTOR in the performance of this CONTRACT. Where required, COUNTY shall, upon receipt of appropriate documentation, compensate the CONTRACTOR, no more often than monthly, in accordance with COUNTY's customary procedures, pursuant to the fee schedule set forth in Exhibit C. Professional Services Contract (rev 07/2025) Page 3 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. Billing Procedures and Payment: The funding awarded may only be used for eligible activities and expenses. COUNTY will pay CONTRACTOR upon acceptance of services provided and receipt of properly completed invoices, which shall be submitted to the COUNTY representative not more often than monthly. Exceptions to the single billing per month (or quarterly) can be made by the COUNTY on a case-by-case basis. The CONTRACTOR shall only be paid as a reimbursement of allowable costs incurred during each invoice period, according to the terms provided in Exhibit A, if the CONTRACTOR performs the services and submits all reporting to a satisfactory level. The COUNTY may, in its sole discretion, withhold payments claimed by the CONTRACTOR for services rendered if the CONTRACTOR fails to satisfactorily comply with any term or condition of this CONTRACT. No payments in advance or in anticipation of services or supplies to be provided under this CONTRACT shall be made by the COUNTY. No payment shall be made for any work performed by the CONTRACTOR, except for work identified and set forth in this CONTRACT. Unless otherwise provided for in this CONTRACT or any exhibits hereto, the CONTRACTOR will not be paid for any billings or invoices presented for costs incurred prior to the contract start date or after December 31, 2026. The CONTRACTOR is responsible for any audit exceptions or disallowable costs incurred by its own organization or that of its subcontractors. 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. All cases reported to law enforcement must be tracked and follow the fraud guidance in the guidelines. Labor Standards: CONTRACTOR agrees to comply with all applicable state and federal requirements, including but not limited to those pertaining to payment of wages and working conditions, in accordance with RCW 39.12.040, the Prevailing Wage Act; the Americans with Disabilities Act of 1990; the Davis-Bacon Act; and the Contract Work Hours and Safety Standards Act providing for weekly Professional Services Contract (rev 07/2025) Page 4 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. If subcontracting is approved, the CONTRACTOR is responsible to COUNTY should the subcontractor fail to comply with any applicable term or condition of this contract. CONTRACTOR shall audit and monitor the activities of the subcontractor during the contract term to assure fiscal conditions and performance metrics are met. COUNTY will be included on any audit or monitoring activities and reports. Conflict of Interest: If at any time prior to commencement of, or during the term of this CONTRACT, CONTRACTOR or any of its employees involved in the performance of this CONTRACT shall have or develop an interest in the subject matter of this CONTRACT that is potentially in conflict with the COUNTY's interest, then CONTRACTOR shall immediately notify COUNTY of the same. The notification of COUNTY shall be made with sufficient specificity to enable COUNTY to make an informed judgment as to whether or not COUNTY's interest may be compromised in any manner by the existence of the conflict, actual or potential. Thereafter, COUNTY may require CONTRACTOR to take reasonable steps to remove the conflict of interest. COUNTY may also terminate this CONTRACT according to the provisions herein for termination. Non-Discrimination in Employment: COUNTY's policy is to provide equal opportunity in all terms, conditions and privileges of employment for all qualified applicants and employees without regard to race, color, creed, religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status. CONTRACTOR shall comply with all laws prohibiting discrimination against any employee or applicant for employment on the grounds of race, color, creed, religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status, except where such constitutes a bona fide occupational qualification. Furthermore, in those cases in which CONTRACTOR is governed by such laws, CONTRACTOR shall take affirmative action to insure that applicants are employed, and treated during employment, without regard to their race, color, creed, religion, national origin, sex, age, marital status, sexual orientation, 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: Professional Services Contract (rev 07/2025) Page 5 CONTRACTOR shall not discriminate on the grounds of race, color, creed, religion, national origin, sex, age, marital status, sexual orientation, disability, or veteran status; or deny an individual or business any service or benefits under this CONTRACT; or subject an individual or business to segregation or separate treatment in any manner related to his/her/its receipt any service or services or other benefits provided under this CONTRACT; or deny an individual or business an opportunity to participate in any program provided by this CONTRACT. Waiver of Noncompetition: CONTRACTOR irrevocably waives any existing rights which it may have, by contract or otherwise, to require another person or corporation to refrain from submitting a proposal to or performing work or providing supplies to COUNTY, and CONTRACTOR further promises that it will not in the future, directly or indirectly, induce or solicit any person or corporation to refrain from submitting a bid or proposal to or from performing work or providing supplies to COUNTY. 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 from participating in this contract by any Federal department or agency. 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 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 Professional Services Contract (rev 07/2025) Page 6 any and all communications with or evaluations by service recipients under this CONTRACT. CONTRACTOR shall preserve and maintain all financial records and records relating to the performance of work under this CONTRACT for six (6) years after CONTRACT termination, and shall make them available for such review, within Mason County, State of Washington, upon request. CONTRACTOR also agrees to notify the Administrative Officer in advance of any inspections, audits, or program review by any individual, agency, or governmental unit whose purpose is to review the services provided within the terms of this CONTRACT. If no advance notice is given to CONTRACTOR, then CONTRACTOR agrees to notify the Administrative Officer as soon as it is practical. Records Maintenance: CONTRACTOR agrees to keep records in an easily read form sufficient to account for all receipts and expenditures of contract funds. These records, as well as supporting documentation, will be archived by the CONTRACTOR'S office for at least six (6) years after the end of the contract. CONTRACTOR agrees to make such books, records, and supporting documentation available to the COUNTY for inspection when requested. Reporting and Other Contract Requirements: CONTRACTOR agrees to submit program and expense reports, as well as perform all other requirements outlined in "Exhibit A Scope of Service," on or before the dates indicated therein. The COUNTY reserves the right to aggregate, disaggregate, analyze, reproduce, and/or disseminate the data provided in program reports, financial activity reports, or any other reports submitted to the COUNTY with respect to the program. Insurance Requirements: At a minimum, CONTRACTOR shall provide insurance that meets or exceeds the requirements detailed in "Exhibit B Insurance Requirements." Insurance as a Condition of Payment: Payments due to CONTRACTOR under this CONTRACT are expressly conditioned upon the CONTRACTOR's strict compliance with all insurance requirements under this CONTRACT. Payment to CONTRACTOR shall be suspended in the event of non-compliance. Upon receipt of evidence of full compliance, payments not otherwise subject to withholding or set-off will be released to CONTRACTOR. Industrial Insurance Waiver: With respect to the performance of this CONTRACT and as to claims against COUNTY, its officers, agents and employees, CONTRACTOR expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this CONTRACT extend to any claim brought by or on behalf of any employee of CONTRACTOR. This waiver is mutually negotiated by the parties to this CONTRACT. CONTRACTOR Commitments, Warranties and Representations: Any written commitment received from CONTRACTOR concerning this CONTRACT shall be binding upon CONTRACTOR, unless otherwise specifically provided herein with reference to this paragraph. Failure of CONTRACTOR to fulfill such a commitment shall render CONTRACTOR liable for damages to COUNTY. A commitment includes, but is not limited to, any representation made prior to execution of this CONTRACT, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, prices or options for future acquisition to remain in effect for a fixed period, or warranties. Professional Services Contract (rev 07/2025) Page 7 Defense and Indemnity Contract: Indemnification by CONTRACTOR. To the fullest extent permitted by law, CONTRACTOR agrees to indemnify, defend and hold COUNTY and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the loss of use resulting there from) which 1) are caused in whole or in part by any act or omission, negligent or otherwise, of the CONTRACTOR, its employees, agents or volunteers or CONTRACTOR's subcontractors and their employees, agents or volunteers; or 2) are directly or indirectly arising out of, resulting from, or in connection with performance of this CONTRACT; or 3) are based upon CONTRACTOR's or its subcontractors' use of, presence upon or proximity to the property of COUNTY. This indemnification obligation of CONTRACTOR shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of COUNTY. This indemnification obligation of the CONTRACTOR shall not be limited in any way by the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other workmen's compensation act, disability benefit act or other employee benefit act, and the CONTRACTOR hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of the CONTRACTOR are a material inducement to COUNTY to enter into this CONTRACT, are reflected in CONTRACTOR's compensation, and have been mutually negotiated by the parties. Participation by County— No Waiver. COUNTY reserves the right, but not the obligation, to participate in the defense of any claim, damages, losses or expenses and such participation shall not constitute a waiver of CONTRACTOR's indemnity obligations under this CONTRACT. Survival of CONTRACTOR's Indemnity Obligations. CONTRACTOR agrees all CONTRACTOR's indemnity obligations shall survive the completion, expiration or termination of this CONTRACT. Indemnity by Subcontractors. In the event the CONTRACTOR enters into subcontracts to the extent allowed under this CONTRACT, CONTRACTOR's subcontractors shall indemnify COUNTY on a basis equal to or exceeding CONTRACTOR's indemnity obligations to COUNTY. Compliance with Applicable Laws, Rules and Regulations: This CONTRACT shall be subject to all laws, rules, and regulations of the United States of America, the State of Washington, political subdivisions of the State of Washington and Mason County. CONTRACTOR also agrees to comply with applicable Federal, State, County or municipal standards for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals. Administration of 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 Professional Services Contract (rev 07/2025) Page 8 Mason County Public Health & Human Services 415 N. 6th Street Phone: 360-427-9670 Ext. 404 Fax: 360-427-7787 E-mail: mcaseyI 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: caseybQmasoncountywa.gov Notice: Except as set forth elsewhere in the CONTRACT, for all purposes under this CONTRACT except service of process, notice shall be given by CONTRACTOR to COUNTY's Administrative Officer under this CONTRACT. Notices and other communication may be conducted via e-mail, U.S. mail, fax, hand-delivery or other generally accepted manner including delivery services. Modifications: Either party may request changes in the CONTRACT. Any and all agreed modifications, to be valid and binding upon either party, shall be in writing and signed by both of the parties. Termination for Default: If CONTRACTOR defaults by failing to perform any of the obligations of the CONTRACT or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, COUNTY may, by depositing written notice to CONTRACTOR in the U.S. mail, terminate the CONTRACT, and at COUNTY's option, obtain performance of the work elsewhere. If the CONTRACT is terminated for default, CONTRACTOR shall not be entitled to receive any further payments under the CONTRACT until all work called for has been fully performed. Any extra cost or damage to COUNTY resulting from such default(s) shall be deducted from any money due or coming due to CONTRACTOR. CONTRACTOR shall bear any extra expenses incurred by COUNTY in completing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained by COUNTY by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that CONTRACTOR was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. Termination for Public Convenience: COUNTY may terminate this CONTRACT in whole or in part whenever COUNTY determines, in its sole discretion, that such termination is in the interests of COUNTY. Whenever the CONTRACT is terminated in accordance with this paragraph, CONTRACTOR shall be entitled to payment for actual work performed in compliance with Exhibit A Scope of 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 Professional Services Contract (rev 07/2025) Page 9 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 Service 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: 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 Professional Services Contract (rev 07/2025) Page 10 regarding any dispute presented or pled before the arbitrator. At the request of either party made not later than forty-five (45) days after the arbitration demand, the parties agree to submit the dispute to nonbinding mediation, which shall not delay the arbitration hearing date; provided, that either party may decline to mediate and proceed with arbitration. Any arbitration proceeding commenced to enforce or interpret this CONTRACT shall be brought within six (6) years after the initial occurrence giving rise to the claim, dispute or issue for which arbitration is commenced, regardless of the date of discovery or whether the claim, dispute or issue was continuing in nature. Claims, disputes or issues arising more than six (6) years prior to a written request or demand for arbitration issued under this Agreement are not subject to arbitration. Venue and Choice of Law: In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this CONTRACT, the venue of such action of litigation shall be in the courts of the State of Washington and Mason County. Unless otherwise specified herein, this CONTRACT shall be governed by the laws of Mason County and the State of Washington. Severability: If any term or condition of this CONTRACT or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this CONTRACT are declared severable. Waiver: Waiver of any breach or condition of this CONTRACT shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this CONTRACT shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. The failure of COUNTY to insist upon strict performance of any of the covenants of this CONTRACT, or to exercise any option herein conferred in any one or more instances, shall not be construed to be a waiver or relinquishment of any such, or any other covenants or contracts, but the same shall be and remain in full force and effect. Order of Precedence: A. Applicable federal, state, and county statutes, regulations, policies, and procedures B. Funding source agreement(s) including attachments C. Special Terms and Conditions D. General Terms and Conditions E. Exhibit A, Scope of Service F. Exhibit B, Insurance Requirements 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 (rev 07/2025) Page 11 EXHIBIT A SCOPE OF SERVICE Program: 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 Sheriffs 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 07/2025) Page 12 • 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 Sheriffs 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 Sheriffs Office. E. The Crisis Clinicians and Peer Specialists must work 40 hours per week excluding holidays recognized by CONTRACTOR. Professional Services Contract (rev 07/2025) Page 13 • The Crisis Clinicians' and Peer Specialists' schedules will be set 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. Performance/Reporting and Deliverables: 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. Co-Responder with MCSO The following demographics should be collected for every unduplicated 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 4t'' quarter only. • Gender Identity (Male, Female, Transgender, Other Identity, choose not to respond) • Age Group (0-14, 15-17, 18-24, 25-54, 55+ years old) Demographics • Race (White, Black or African American, Asian, American Indian or Alaska Native, Native Hawaiian or Other Pacific Islander, Multiple Races, Other, choose not to respond) • Ethnicity (Non-Hispanic/Non-Latino, Hispanic/Latino, choose not to respond) • Zip Code (98501, 98502, 98503, 98506, 98512, 98513, 98516, 98530, 98531, 98576, 98579, 98589, 98597, Transient/ Homeless, Other, choose not to respond) Number of The number of new clients referred to the program during the Referrals quarter. The number of clients who received program services each quarter, including clients who were enrolled at the start of each quarter (caseload carryover) and all 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 program staff. • Eligibility: Individuals have been referred by TCSO or other partners as having behavioral health and or social service needs. • Target: 25 in-person outreaches per week The number of clients who were referred to other services (e.g., Referred to Other Law Enforcement Assisted Diversion, housing, behavioral health Services assessment or treatment, case management or other services). Professional Services Contract (rev 07/2025) Page 14 EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, CONTRACTOR will maintain insurance in conformance with the requirements set forth below. CONTRACTOR will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, it will be amended to do so. CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to COUNTY. 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, property damage, and products/completed operations, 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. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement. Coverage shall include acts, errors, or omissions arising from professional services, including housing placement, case management, compliance reporting, and administration of grant funds. 5. Cyber Liability Coverage. CONTRACTOR shall maintain cyber liability insurance with limits of not less than $1,000,000 per claim and $2,000,000 aggregate. Such coverage shall include privacy liability, network security, breach response, notification, credit monitoring, Professional Services Contract (rev 07/2025) Page 15 regulatory defense, and system restoration expenses related to the use and access of HMIS and other client data. 6. 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: 1. CONTRACTOR agrees to endorse third party liability coverage required herein to include as additional insureds COUNTY, its officials, employees and agents, using ISO endorsement CG 20 10 with an edition date prior to 2004. CONTRACTOR also agrees to require all contractors, subcontractors, and anyone else involved in this CONTRACT on behalf of the CONTRACTOR (hereinafter"indemnifying parties") to comply with these provisions. 2. CONTRACTOR agrees to waive rights of recovery against COUNTY regardless of the applicability of any insurance proceeds, and to require all indemnifying parties to do likewise. 3. All insurance coverage maintained or procured by CONTRACTOR or required of others by CONTRACTOR pursuant to this CONTRACT shall be endorsed to delete the subrogation condition as to COUNTY, or must specifically allow the named insured to waive subrogation prior to a loss. 4. All coverage types and limits required are subject to approval, modification and additional requirements by COUNTY. CONTRACTOR shall not make any reductions in scope or limits of coverage that may affect COUNTY's protection without COUNTY's prior written consent. 5. CONTRACTOR agrees to provide evidence of the insurance required herein, satisfactory to COUNTY, consisting of: a) certificate(s) of insurance evidencing all of the coverages required and, b) an additional insured endorsement to CONTRACTOR's general liability policy using Insurance Services Office form CG 20 10 with an edition date prior to 2004. CONTRACTOR agrees, upon request by COUNTY to provide complete, certified copies of any policies required within 10 days of such request. COUNTY has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests. Any premium so Professional Services Contract (rev 07/2025) Page 16 paid by COUNTY shall be charged to and promptly paid by CONTRACTOR or deducted from sums due CONTRACTOR. Any actual or alleged failure on the part of COUNTY or any other additional insured under these requirements to obtain proof of insurance required under this CONTRACT in no way waives any right or remedy of COUNTY or any additional insured, in this or in any other regard. 6. It is acknowledged by the parties of this CONTRACT that all insurance coverage required to be provided by CONTRACTOR or indemnifying party, is intended to apply first and on a primary non-contributing basis in relation to any other insurance or self-insurance available to COUNTY. 7. CONTRACTOR agrees not to self-insure or to use any self-insured retentions on any portion of the insurance required herein and further agrees that it will not allow any indemnifying party to self- insure its obligations to COUNTY. If CONTRACTOR's existing coverage includes a self-insured retention, the self-insured retention must be declared to the COUNTY. The COUNTY may review options with CONTRACTOR, which may include reduction or elimination of the self-insured retention, substitution of other coverage, or other solutions. 8. CONTRACTOR will renew the required coverage annually as long as COUNTY, or its employees or agents face an exposure from operations of any type pursuant to this CONTRACT. This obligation applies whether or not the CONTRACT is canceled or terminated for any reason. Termination of this obligation is not effective until COUNTY executes a written statement to that effect. 9. The limits of insurance as described above shall be considered as minimum requirements. Should any coverage carried by CONTRACTOR or a subcontractor of any tier maintain insurance with limits of liability that exceed the required limits or coverage that is broader than as outlined above, those higher limits and broader coverage shall be deemed to apply for the benefit of any person or organization included as an additional insured and those limits shall become the required minimum limits of insurance in all Paragraphs and Sections of this CONTRACT. 10. None of the policies required herein shall be in compliance with these requirements if they include any limiting endorsement that has not been first submitted to COUNTY and approved of in writing. 11. The requirements in this Exhibit supersede all other sections and provisions of this CONTRACT to the extent that any other section or provision conflicts with or impairs the provisions of this Exhibit. 12. Unless otherwise approved by COUNTY, insurance provided pursuant to these requirements shall be by insurers authorized to do business in Washington and with a minimum A.M. Best rating of A-:Vll. Professional Services Contract (rev 07/2025) Page 17 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 to 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 07/2025) Page 18 EXHIBIT C BUDGET Submit monthly invoices electronically to Monte Arnold (marnold(a-masoncountywa.gov) by the 15th of each month for reimbursement of allowable costs. Budget Category Amount Staff Wages & Benefits $171,275 Direct Service Supports $17,127 Administration $18,840 Maximum Contract Total $207,243 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 county's written permission. The COUNTY can change the reporting requirements by notifying the CONTRACTOR. Payment will be considered timely within 30 days of receipt of invoice. Professional Services Contract (rev 07/2025) Page 19