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Contract - 08-15-2017 - 8919 - Contract with Community House on Broadway.AS -8919 Motion Items 14. BOCC Agenda Meeting Date: Contract with Cc Submitted For: Submitted By: Department: 08/15/2017 Immunity House on Broadway Chris DesRosier, Health /Human Services Marie Dang, Health /Human Services Health /Human Services Information Subject and Summary Statement This contract is a result of the BoCC funding awards from the RFP for behavioral health programs. The purpose for this Contract No. CHOBBH 18 with Community House on Broadway is to provide case management with an emphasis on prevention and diversion for students who are homeless or at -risk of homelessness in Cowlitz County. The maximum consideration for this contract shall not exceed $261,562.14 during the period August 1 2017 through July 31, 2019. Will Staff Attend Y / N Staff will attend upon request. Department Recommendation The Human Services Department recommends that the Cowlitz Board of Commissioners move to approve and execute the County Contract # CHOBBH 18 with Community House on Broadway. Fiscal Impact Expenditure Required $: 261,562.14 Budget Sufficient Y -N: Y Amendment Required Y -N: N Source of Funds - Fund /Dept.: 14102/270100 Grant Y -N: Y Attachments CHOBBH 18 CHOBBH 18 Insurance Form Review Inbox Reviewed By Date Carole Harrison Carole Harrison 08109/2017 11:43 AM Dana Gigler Dana Gigler 08/10/2017 08:56 AM Clerk of the Board Tiffany Ostreim 08/1012017 09:01 AM Form Started By: Marie Deng Started On: 08/02/2017 11:43 AM Final Approval Date: 08/10/2017 X,Tz C00 gSHINGt ° PROFESSIONAL SERVICES AGREEMENT Contract Number: CHOBBH 18 THIS AGREEMENT is entered into between COWLITZ COUNTY, a political subdivision of the State of Washington, (hereinafter called "County" or "Cowlitz County ") and Name: Community House on Broadway Address: 1107 Broadway Longview, WA 98632 Phone No: (360) 425 -8679 hereinafter called "Contractor") This Agreement is comprised of: Attachment A – Scope of Work Attachment B – Compensation Attachment C – General Conditions Attachment D – Special Terms and Conditions copies of which are attached hereto and incorporated herein by this reference as if fully set forth. The term of this Agreement shall commence on the 1s' day of August, 2017 and shall, unless terminated as provided elsewhere in the Agreement, terminate on the 31 st of July, 2019. I ITNESS HEREOF, the parties have executed this Agreement on this —I— day of 2017. CONTbi/C OR: 2014_ver.3] s COWLITZ COUNTY: S' a ure 494e,- op Title: Joe Gardner, Chairman Print BOCC approval subject to Board ratification or authorization) CONTRACT HAS BEEN APPROVED AS TOTTY FORM BY COWLITZ COUNTY Optional for Commissioner Approval) PROSECUTING ATTORNEY ATTEST: U ONGTOM PROFESSIONAL SERVICES AGREEMENT SCOPE OF WORK ATTACHMENT A The contractor agrees to complete the professional services work for Cowlitz County, as described below: 1. Community House on Broadway (CHOB) a. Objective Provide Case Management with an emphasis on prevention and diversion to students who are homeless or at -risk of homelessness in Cowlitz County with a comprehensive data driven behavioral approach. i. Case Manager positions, 2.0 FTE b. The contractor will assure the provision of supportive services and coordinate with school districts and homeless liaisons to collaborate care for the students, accepting referrals from schools and other outside sources to serve at -risk students. c. The contractor will engage with the target population in natural settings, such as at CHOB, the school, or in the living environment with the family. d. The contractor will source high quality trainings for staff to ensure cultural sensitivity to engage with cultural /ethnic minority populations, geographically isolated communities, sexual minorities, and other high -risk, hard to reach individuals. e. Transition planning will be provided as the student and family move into and out of CHOB back into the community. f. CHOB will enter families with students receiving case management services into the Homeless Management Information System (HMIS) I. CHOB staff will access training available through Washington State Department of Commerce and follow all applicable HMIS guidelines. g. Outcomes and Measures L Reduction in trauma related behavioral /emotional issues experienced by children /youth who transition in and out of homelessness. ii. Ensure health care continuity and avoid preventable poor outcomes. iii. Will use the following approach to case management: Holistic, person /family centered, team model, single `point person' for the homeless students, information /decision support systems that span settings, focus on increasing value over long term. iv. Goals 1. 2,100 hours of case management services provided to at -risk and homeless students in 1 years' time 2. Preliminary, ongoing, and post assessments will be completed with each student receiving services to gauge effectiveness of the program and increased student success. 3. Multiple data collection systems and health /academic surveys specifically developed for behavior tracking in schools will be used. v. Measures 1. 100% of children /youth will be engaged with a medical home as facilitated by the Case Manager. CHOBBH 18 2 of 16 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A 2. 85% of students receiving case management will demonstrate stability in school through housing transitions. 3. 85% of students show increase in protective factors and /or decrease in risk factors 4. 90% of students who ask for behavioral health services are connected and attend initial appointment 5. 100% of children whose family opts into development of a 'Trigger Card' will have one developed and updated every 3 months. 6. 100% of parents will be offered Emotional Coaching, Love & Logic, and Kelso's Choice information /education. 7. 100% of families will have a Housing Stability Plan. 2. Program Evaluation and Continuous Quality Improvement The Contractor will submit quarterly program reports no later than the dates outlined in the reporting schedule. Program reports will include, but are not limited to, the following information: a. Demographics of participants b. Number of students served during reporting period c. Number of students served Year to Date d. Number of referrals to community agencies /resources, including number of housing interventions offered and connected to e. Key program activities, components, and outputs f. Outcomes from completed pre /post evaluations g. Progress on measures listed above 3. Reporting The contractor will submit reports no later than the dates outlined in the following reporting schedule. 4. Additional Requirements: The contractor will maintain and make available, if requested, documentation demonstrating accomplishments of the contract. Such documentation may include, but is not limited to, the following: a. Services provided b. Number of hours of service c. Data Collection d. Completed evaluation tools e. Backup reports /data for invoicing. 5. Site Visits: The contractor will coordinate visits with Project Manager for contract compliance, organizational due diligence, program evaluation, technical assistance, and Continuous Quality Improvement. CHOBBH 18 3 of 16 Type of Report Time Period Due Date Invoice/Expense Report Monthly 20`h of month following month of expense Program Report Aug-Sept 2017 October 31, 2017 Program Report Oct -Dec 2017 January 31, 2018 Program Report Jan -Mar 2018 Aril 30, 2018 Program Report Apr-June 2018 July 31, 2018 Program Report July -Sept 2018 October 31, 2018 Program Report Oct -Dec 2018 January 31, 2019 Program Report Jan -Mar 2019 Aril 30, 2019 Program Report Apr-July 2019 August 31, 2019 4. Additional Requirements: The contractor will maintain and make available, if requested, documentation demonstrating accomplishments of the contract. Such documentation may include, but is not limited to, the following: a. Services provided b. Number of hours of service c. Data Collection d. Completed evaluation tools e. Backup reports /data for invoicing. 5. Site Visits: The contractor will coordinate visits with Project Manager for contract compliance, organizational due diligence, program evaluation, technical assistance, and Continuous Quality Improvement. CHOBBH 18 3 of 16 PROFESSIONAL SERVICES AGREEMENT COMPENSATION ATTACHMENT B As consideration for services, as described in the Scope of Work section of this Agreement, the County agrees to pay the Contractor based on the specific conditions below, a sum not to exceed budget amounts of $261,562.14 during the period August 1, 2017, through July 31, 2019. 1. Payment Conditions: a. Training & Traveling i. The Contractor shall make every effort to minimize the cost of individuals training by seeking out scholarships and stipends, shared transportation and house when applicable to help reduce costs. Any additional costs will be the sole responsibility of the Contractor. ii. The Contractor shall inform individuals of allowable travel and training expenses. iii. The Contractor shall stay within the following guidelines for reimbursement requires: iv. Meals: shall be reimbursed based on actual expenses not to exceed the current Washington State Per Diem rates. v. Mileage: shall be reimbursed at rates not to exceed the allowable current State of Washington's Office of Financial Management Standard Mileage Rate (see http: / /www.ofm.wa.gov /policy /10.90a.pdf). vi. Other Transportation and Accommodations: shall be reimbursed based on actual expenses. vii. After training has been completed, the Contractor shall invoice the County for actual costs incurred. viii. The Contractor shall submit original itemized receipts, travel itineraries, conference registration including agenda pertaining to all requested reimbursements. b. Invoice System The Contractor shall submit invoices using the County's form, or such other form as approved by the County. Consideration for services shall be payable upon receipt of properly completed invoices which shall be submitted to the County, by the Contractor, not more often than monthly. c. County Obligation for Payment I. The County agrees to make payment, as approved by the Auditor of Cowlitz County, with County warrants on a calendar day specified by the County, contingent on the availability of funds, following receipt of the Contractor's complete and accurate request for payment. ii. The County shall not be obligated to reimburse the Contractor for any services or activities, performed prior to the effective date of this Contract. 1. Billing for Allowable Costs and Documented Costs The Contractor shall ensure all expenditures for services and activities under this Contract are: Expended for allowable costs, which are in accordance with the Fiscal /Program Requirements. 2. The Contractor may submit, in writing to the County Project Manager, a request to adjust the budget at any time during the contract period. Requests may: a. Roll unspent funds from year to year b. Change individual line budgets. CHOBBH 18 4 of 16 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B c. Not change the total contract award. The County will respond to all requests in writing with the determination. Timely Payment by the County Payment shall be made in accordance with the County designated pay periods. Payment shall be sent to the address designed by the Contractor on page one (1) of this Contract. The County may, at its sole discretion, withhold payment claimed by the Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition of this Contract. Non - Compliance a. Failure to Maintain Reporting Requirements In the event the Contractor fails to maintain its reporting obligations under this Contract, the County reserves the right to withhold reimbursements to the Contractor until the obligations are met. b. Recovery of Costs Claimed in Error If the Contractor claims and the County reimburses for expenditures under this Contract which the County later finds were (1) claimed in error or (2) not CHOBBH 18 5 of 16 BUDGET Allowable Costs Year 1 Year 2 TOTAL Personnel Case Managers (2.0 113,192.61 113,192.61 226,385.22 FTE Sala /Benefits Office Equipment Desk (2 x 500) 1000 Office Chairs (2 x 250) 500 Laptop (2 x 600) 1200 Printer (1 x 500) 51900.00 23700.00 8,600.00 Cell Phone (2 x 50 1month x 12) 1200 Misc. supplies (paper, toner, other items approved by HHS )1500 IT Support Computer Program 61000.00 0.00 6,000.00 Development Facility Expense 11000.00 1,000.00 2,000.00 Utilities Mileage 21000.00 27000.00 4,000.00 Consultation Services 500.00 500.00 1,000.00 Unanticipated Cost 750.00 750.00 12500.00 Training 11000.00 11000.00 22000.00 Business Insurance 11538.46 1,538.46 37076.92 Administrative Support 31500.00 37500.00 71000.00 Accounting, IT, etc. TOTAL 135,381.07 1269181.07 2615562.14 Timely Payment by the County Payment shall be made in accordance with the County designated pay periods. Payment shall be sent to the address designed by the Contractor on page one (1) of this Contract. The County may, at its sole discretion, withhold payment claimed by the Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition of this Contract. Non - Compliance a. Failure to Maintain Reporting Requirements In the event the Contractor fails to maintain its reporting obligations under this Contract, the County reserves the right to withhold reimbursements to the Contractor until the obligations are met. b. Recovery of Costs Claimed in Error If the Contractor claims and the County reimburses for expenditures under this Contract which the County later finds were (1) claimed in error or (2) not CHOBBH 18 5 of 16 PROFESSIONAL SERVICES AGREEMENT ryKT01:t!t" IH allowable costs under the terms of the Contract, the County shall recover those costs and the Contractor shall fully cooperate with the recovery. 4. Advanced Payment and Billing Limitations a. Advance Payment The County shall not make any payments in advance or in anticipation of the delivery of services to be provided pursuant to this Contract. b. Authorized Services The County shall pay the Contractor only for authorized services provided in accordance with this Contract. If this Contract is terminated for any reason, the County shall pay only for services authorized and provided through the date of termination. c. Multiple Payments for the Same Claim /Duplication i. The Contractor shall not bill the County for services performed under this Contract, and the County shall not pay the Contractor, if the Contractor has charged or will charge the State of Washington or any other party under any other contract or agreement for the same services. CHOBBH 18 6 of 16 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C GENERAL CONDITIONS 1. Scope of Contractor's Services. The Contractor agrees to provide to the County services and any materials set forth in the project narrative identified as Attachment A during the agreement period. No material, labor, or facilities will be furnished by the County, except as provided for herein. 2. Accounting and Payment for Contractor Services. Payment to the Contractor for services rendered under this Agreement shall be as set forth in Attachment B. Unless specifically stated in Attachment B, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in the performance of this contract. 3. Delegation and Subcontracting. Contractor's services are deemed personal and no portion of this contract may be delegated or subcontracted to any other individual, firm or entity without the express and prior written approval of the County Project Manager. 4. Independent Contractor. The 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 or master /servant. The Contractor acknowledges that the entire compensation for this Agreement is specified in Attachment B and the Contractor is not entitled to any county 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 Cowlitz County employees. The Contractor represents that it maintains a separate place of business, serves clients other than the County, will report all income and expense accrued under this contract with the Internal Revenue Service on a business tax schedule, 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. In the event that either the state or federal government determines that an employer /employee or master /servant relationship exists rather than an independent contractor relationship such that Cowlitz County is deemed responsible for federal withholding, social security contributions, workers compensation and the like, the Contractor agrees to reimburse Cowlitz County for any payments made or required to be made by Cowlitz County. Should any payments be due to the Contractor pursuant to this Agreement, the Contractor agrees that reimbursement may be made by deducting from such future payments a pro rata share of the amount to be reimbursed. Notwithstanding any determination by the state or federal government that an employer /employee or master /servant relationship exists, the Contractor, its officers, employees and agents, shall not be entitled to any benefits which Cowlitz County provides to its employees. 5. 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 the Contractor or any employee of the Contractor or any subcontractor or any employee of any subcontractor by the County at the present time or in the future. 6. Regulations and Requirements. This Agreement shall be subject to all federal, state and local laws, rules, and regulations. 7. Right to Review. This contract is subject to review by any federal or state auditor. The County shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the County Project Manager. Such review may occur with or without notice, and may include, but is not CHOBBH 18 7 of 16 PROFESSIONAL SERVICES AGREEMENT ATTACH ME NT C limited to, on -site inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the Agreement and its performance, and any and all communications with or evaluations by service recipients under this Agreement. The Contractor shall preserve and maintain all financial records and records relating to the performance of work under this Agreement for six (6) years after contract termination, and shall make them available for such review, within Cowlitz County, State of Washington, upon request, during reasonable business hours. 8. Modifications. Either party may request changes in the Agreement. Any and all agreed modifications shall be in writing, signed by each of the parties. 9. Termination for Default. If the Contractor defaults by failing to perform any of the obligations of the contract or becomes insolvent or is declared bankrupt or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. Mail, postage prepaid, terminate the contract, and at the County's option, obtain performance of the work elsewhere. If the contract is terminated for default, the Contractor shall not be entitled to receive any further payments under the contract. Any extra cost or damage to the County resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor agrees to bear any extra expenses incurred by the County in completing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained by the 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 the 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. 10. Termination for Public Convenience. The County may terminate the contract in whole or in part whenever the County determines, in its sole discretion that such termination is in the interests of the County. Whenever the contract is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed for completed items of work. 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 the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County. 11. Termination Due to Insufficient Funds. If sufficient funds for payment under this contract are not appropriated or allocated or are withdrawn, reduced, or otherwise limited, the County may terminate this contract upon thirty (30) days written notice to the Contractor. No penalty or expense shall accrue to the County in the event this provision applies. 12. Termination Procedure. The following provisions apply in the event that this Agreement is terminated: a. The Contractor shall cease to perform any services required hereunder as of the effective date of termination and shall comply with all reasonable instructions contained in the notice of termination, if any. b. The Contractor shall provide the County with an accounting of authorized services provided through the effective date of termination. c. If the Agreement has been terminated for default, the County may withhold a sum from the final payment to the Contractor that the County determines necessary to protect itself against loss or liability. 13. Defense and Indemnity Agreement. To the fullest extent permitted by law and except to the extent caused by the sole negligence of the County, the Contractor shall indemnify, defend and hold the County and its appointed and elected officers, agents and CHOBBH 18 8 of 16 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C employees, and volunteers, harmless from and against any and all claims for any injuries, death or damage to persons or property (including any loss of use resulting therefrom), directly or indirectly arising out of, resulting from, or in connection with performance of this Agreement. Contractor's obligation to indemnify, defend and hold harmless includes any claim by Contractor's agents, employees, representatives, or any subcontractor or its employees. Contractor expressly agrees to indemnify, defend and hold harmless the County from any claims arising out of or incident to either Contractor's or its Subcontractor's performance or failure to perform this Agreement. It is further agreed by and between the parties that in no event shall any County appointed or elected officer, agent, employee, or volunteer, when executing their official duties in good faith, be in any way personally liable or responsible for any agreement or performance contained herein, whether express or implied, nor for any statement or representation made herein or in any connect with this Agreement. The foregoing indemnification obligations of the Contractor are a material inducement to County to enter into this Agreement, are reflected in the Contractor's compensation, and have been mutually negotiated by the parties. 14. Industrial Insurance Waiver. With respect to the performance of this Agreement and as to claims against the County, its appointed and elected officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, as now or hereafter amended, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this Agreement extend to any claim brought by or on behalf of any employee of the Contractor. Along with the other provisions of this Agreement, this waiver is mutually negotiated by the parties to this Agreement. 15. 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 Agreement, the venue of such action shall be in the courts of the State of Washington in and for the County of Cowlitz. This Agreement shall be governed by the law of the State of Washington. 16. Withholding Payment. In the event the County Project Manager determines that the Contractor has failed to perform any obligation under this Agreement within the times set forth in this Agreement, then the County may withhold from amounts otherwise due and payable to Contractor the amount determined by the County as necessary to cure the default, until the County Project Manager determines that such failure to perform has been cured. Withholding under this clause shall not be deemed a breach entitling Contractor to termination or damages, provided that the 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 County Project Manager 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 provision of the Disputes clause of this Agreement. The County may act in accordance with any determination of the County Project Manager which has become conclusive under this clause, without prejudice to any other remedy under the Agreement, 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 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 the Contractor by reason of good faith withholding by the County under this Clause. CHOBBH 18 9 of 16 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C 17. Rights and Remedies. The duties and obligations imposed by this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available bylaw. 18. Contractor Commitments, Warranties and Representations. Any written commitment received from the Contractor concerning this Agreement shall be binding upon the Contractor, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Contractor to fulfill such a commitment shall render the Contractor liable for damages to the County. A commitment includes, but is not limited to any representation made prior to execution of this Agreement, 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. 19. Patent/Copyright Infringement. Contractor will defend, indemnify and save harmless County, its appointed and elected officers, agents and employees from and against all loss or expense, including but not limited to claims, demands, actions, judgments, settlements, attorneys' fees and costs by reason of any and all claims and demands upon the County, its elected or appointed officials or employees for damages because of the Contractor's alleged infringement on any patent or copyright. The Contractor will pay those costs and damages attributable to any such claims that are finally awarded against the County, its appointed and elected officers, agents and employees in any action. Such defense and payments are conditioned upon the following: a. That 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 the 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 the County. 20. Disputes: a. General. Differences between the Contractor and the County, arising under and by virtue of the contract documents shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. The records, orders, rulings, instructions, and decision of the County Project Manager shall be final and conclusive thirty (30) days from the date of mailing unless the Contractor mails or otherwise furnishes to the County Project Manager a written notice of appeal. The notice of appeal shall include facts, law, and argument as to why the conclusions of the County Project Manager are in error. In connection with any appeal under this clause, the Contractor and County shall have the opportunity to submit written materials and argument and to offer documentary evidence in support of the appeal. Oral argument and live testimony will not be permitted. The decision of the County Project Manager for the determination of such appeals shall be final and conclusive. Reviews of the appellate determination shall be brought in the Superior Court of Cowlitz County within fifteen (15) days of mailing of the written appellate determination. Pending final decision of the dispute, the Contractor shall proceed diligently with the performance of this Agreement and in accordance with the decision rendered. b. Notice of Potential Claims. The Contractor shall not be entitled to additional compensation or to extension of time for (1) any act or failure to act by the County Project Manager or the County, or (2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of CHOBBH 18 10 of 16 PROFESSIONAL SERVICES AGREEMENT I_ViL[yCl d iit] 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 the 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. c. Detailed Claim. 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 the County, the Contractor has given the 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. 21. Ownership of Items Produced and Public Disclosure. All writings, programs, data, art work, music, maps, charts, tables, illustrations, records or other written, graphic, analog or digital materials prepared by the Contractor and /or its consultants or subcontractors, in connection with the performance of this Agreement shall be the sole and absolute property of the County and constitute "work made for hire" as that phrase is used in federal and /or state intellectual property laws and Contractor and /or its agents shall have no ownership or use rights in the work. Except as to data or information in the public domain or previously known to Contractor or required to be disclosed by law, subpoena or other process, the following shall apply: a. Correspondence, emails, reports and other electronic or written work product will be generated between the Contractor and County during the course of this Contract. This Contract and such work product in the possession of Contractor may be deemed public records subject to disclosure under the Washington State Public Records Act, Chapter 42.56 RCW (Public Records Act). Thus, the County shall be required, upon request, to disclose this Contract and all documents related to it unless an exemption under the Public Records Act or other laws applies. Contractor shall fully cooperate with and assist the County with respect to any request for public records received by the County related to the services performed under this Contract. b. Should County receive a request for disclosure, County agrees to provide Contractor ten (10) days written notice of impending release, and to cooperate with any legal action which may be initiated by Contractor to enjoin or otherwise prevent such release, provided that all expense of any such litigation shall be borne by Contractor, including any damages, attorney's fees or costs awarded by reason of having opposed disclosure, and further provided that County shall not be liable for any release where notice was provided and Contractor took no action to oppose the release of information. Notice of any proposed release of information pursuant to Chapter 42.56 RCW, shall be provided to Contractor according to the "Notice" provision herein. If the Contractor has not obtained an injunction and served the County with that injunction by the close of business on the tenth business day after the County sent notice, the County will then disclose the record unless it makes an independent determination that the record is exempt from disclosure. Notwithstanding the above, the Contractor must not take any action that would affect (a) the County's ability to use goods and services provided under this Contract or (b) the Contractor obligations under this Contract. CHOBBH 18 11 of 16 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C The Contractor will fully cooperate with the County in identifying and assembling records in case of any public disclosure request. c. Contractor's failure to timely provide such records upon demand shall be deemed a material breach of this Contract. To the extent that the County incurs any monetary penalties, attorneys' fees, and /or any other expenses as a result of such breach, Contractor shall fully indemnify and hold harmless County as set forth in Section 13. For purposes of this section, the terms "public records' and agency" shall have the same meaning as defined by Chapter 42.56 RCW, as said chapter has been construed by Washington courts. The provisions of this section shall survive the expiration or termination of this Agreement. 22. Recovery of Payments to Contractor. The right of the Contractor to retain monies paid to it is contingent upon satisfactory performance of this Agreement, including the satisfactory completion of the project described in the Scope of Work (Attachment A). In the event that the Contractor fails, for any reason, to perform obligations required of it by this Agreement, the Contractor may, at the County Project Manager's sole discretion, be required to repay to the County all monies disbursed to the Contractor for those parts of the project that are rendered worthless in the opinion of the County Project Manager by such failure to perform. Interest shall accrue at the rate of 12 percent (12 %) per annum from the time the County Project Manager demands repayment of funds. 23. Proiect Approval. The extent and character of all work and services to be performed under this Agreement by the Contractor shall be subject to the review and approval of the County Project Manager, For purposes of this Agreement, the County Project Manager is: Name: Gena James Title: Human Services Manager Department: Human Services Address: 1952 9"' Avenue Longview, WA 98632 Telephone: (360)414 -5599 ext. 6454 E -mail: JamesG @co.cowlitz.wa.us Fax: (360) 425 -7531 In the event there is a dispute with regard to the extent and character of the work to be done, the determination of the County Project Manager as to the extent and character of the work to be done shall govern subject to the Contractor's right to appeal that decision as provided herein. 24. Non - Discrimination. The Contractor shall not discriminate against any person on the basis of race, creed, political ideology, color, national origin, sec, marital status, sexual orientation, age, or the presence of any sensory, mental or physical handicap. 25. Subcontractors. In the event that the Contractor employs the use of any subcontractors, the contract between the Contractor and the subcontractor shall provide that the subcontractor is bound by the terms of this Agreement between the County and the Contractor. The Contractor shall insure that in all subcontractors entered into, County is names as an express third -party beneficiary of such contracts with full rights as such. 26. Third Party Beneficiaries. This agreement is intended for the benefit of the County and Contractor and not for the benefit of any third parties. 27. Standard of Care. The Contractor shall perform its duties hereunder in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession as Contractor currently practicing under similar circumstances. The Contractor shall, without additional compensation, correct those services not meeting such a standard. CHOBBH 18 12 of 16 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C 28. Time is of the Essence. Time is of the essence in the performance of this contract unless a more specific time period is set forth in either the Special Terms and Conditions or Scope of Work. 29. Notice. Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, any notices shall be given by the Contractor to the County Project Manager. Notice to the Contractor for all purposes under this Agreement shall be given to the person executing the Agreement on behalf of the Contractor at the address identified on the signature page. 30. 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. 31. Precedence. In the event of inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: a. Applicable federal, state and local statutes, ordinances and regulations; b. Scope of Work (Attachment A) and Compensation (Attachment B); c. Special Terms and Conditions (Attachment D); and d. General Conditions (Attachment C). e. Any other material incorporated herein by reference. 32. 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. 33. Attorney Fees. In the event that litigation must be brought to enforce the terms of this agreement, the prevailing party shall be entitled to be paid reasonable attorney fees. 34. Construction. This agreement has been mutually reviewed and negotiated by the parties and should be given a fair and reasonable interpretation and should not be construed less favorably against either party. 35. Survival. Without being exclusive, Paragraphs 4, 7, 13 -19, 21 -22 and 30 -35 of these General Conditions shall survive any termination, expiration or determination of invalidity of this Agreement in whole or in part. Any other Paragraphs of this Agreement which, by their sense and context, are intended to survive shall also survive. 36. Entire Agreement. This written contract represents the entire Agreement between the parties and supersedes any prior statements, discussions or understandings between the parties except as provided herein. CHOBBH 18 13 of 16 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT D SPECIAL TERMS AND CONDITIONS Insurance. The Contractor shall maintain in full force and effect during the term of this Agreement, and until final acceptance of the work, public liability and property damage insurance with companies or through sources approved by the state insurance commissioner pursuant to RCW Title 48, as now or hereafter amended. The County, its appointed and elected officials, agents and employees, shall be specifically named as additional insureds in a policy with the same company which insures the Contractor or by endorsement to an existing policy or with a separate carrier approved pursuant to RCW Title 48, as now or hereafter amended, and the following coverages shall be provided: COMPREHENSIVE GENRAL LIABILITY: Bodily injury, including death. $17000,000 Per occurrence Property damage $1,000,000 Per occurrence 2,000,000 Aggregate ERRORS AND OMISSIONS or PROFESSIONAL LIABILITY with an Extended Reporting Period Endorsement (two year tail). $1,000,000 Per occurrence WORKERS COMPENSATION: Statutory amount Waiver of Title 51 Rights AUTOMOBILE: coverage on owned, non - owned, rented and hired vehicles Bodily injury, liability, including death. $1,0003000 Per occurrence Property damage liability $1,0003000 Per occurrence 2,0001000 Aggregate All Contractors and Contractor's subcontractors' insurance policies and additional names insured endorsements shall provide primary insurance coverage and be non- contributory. Any insurance, self- insured retention, deductible, risk retention or insurance pooling maintained or participated in by the County shall be excess and not contributory to such insurance policies. All Contractor's and Contractor's subcontractors' liability insurance policies must be endorsed to show this primary coverage. Upon request, the Contractor shall provide a full and complete and certified copy of all requested insurance policies to the County. The County reserves the right, but not the obligation, to revise any insurance requirement, not limited to limits, coverages and endorsements, or to reject any insurance policies which fail to meet the requirements of this Agreement. Additionally, the County reserves the right, but not the obligation, to review and reject any proposed insurer providing coverage based upon the insurer's financial condition or licensing status in Washington. Any deductibles and /or self- insured retentions exceeding $10,000 or any stop -loss provisions, the County shall have the right to request and review the Contractor's most recent annual financial reports and audited financial statements as a condition of approval. Contractor hereby agrees to a waive subrogation with respect to each insurance policy maintained under this Agreement. When required any an insurer, or if a policy condition does not permit Contractor to enter into a pre -loss agreement to waive subrogation without an endorsement, then Contractor agrees to notify the insurer and obtain such endorsement. This requirement shall not apply to any policy which includes a condition expressly prohibiting waiver of subrogation by the insured or which voids coverage should the Contractor enter into such a waiver of subrogation on a pre -loss basis. CHOBBH 18 14 of 16 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT D The County, its departments, elected and appointed officials, employees, agents and volunteers shall be names as additional insureds on Contractor's and Contractor's subcontractors' insurance policies by way of endorsement for the full available limits of insurance maintained by the Contractor and subcontractor, and all coverage shall be primary and non - contributory. A state or notion of additional insured status on a Certificate of Insurance shall not satisfy these requirements. [This endorsement shall not be required if the Contractor is a governmental entity and is insured through a governmental entity risk pool authorized by the State of Washington.] The Contractor shall, for each required insurance policy, provide a Certificate of Insurance, with endorsements attached, evidencing all required coverages, limits, deductibles, self- insured retentions and endorsements and which is conditioned upon the County receiving thirty (30) days prior written notice of reduction in coverages, cancellation or non - renewal. Each Certificate of Insurance and all insurance notices shall be provided to: ATTN: Risk Manager, Cowlitz County Administrative Svc., 207 4`" Ave. N., Kelso, WA 98626. This Agreement shall be void ab initio if the proof of coverage is not timely supplied. The insurance maintained under this Agreement shall not in any manner limit or qualify the liabilities or obligations of the Contractor under this Agreement. All insurance policy deductibles and self- insured retentions for policies maintained under this Agreement shall be paid by the Contractor. Compensation and /or payments due to the Contractor under this Agreement are expressly conditioned upon the Contractor's strict compliance with all insurance requirements. Payment to the Contractor shall be suspended in the event of non- compliance. Upon receipt of evidence of Contractor's compliance, payments not otherwise subject to withholding or set -off will be released to the Contractor. This Agreement shall be void ab initio if the proof of coverage is not timely supplied. If the Errors and Omissions or Professional Liability insurance obtained is an occurrence policy as opposed to a claims -made policy, the Extended Reporting Period Endorsement is not required. 2. Requirements a. Background Checks (RCW 43.43, WAC 388 -877 & 388 -877B) The Contractor shall ensure a criminal background check is conducted for all staff; case managers, outreach staff members, etc.; or volunteers who have unsupervised access to children, adolescents, vulnerable adults, and persons who have developmental disabilities. When providing services to youth, the Contractor shall ensure that requirements of WAC 388 -06 -0170 are met. b. Debarment Certification The Contractor certifies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded in this Agreement by any Federal department or agency form participating in transactions (Debarred).The Contractor also agrees to include the above requirement in all subcontracts into which it enters. The Contractor shall immediately notify the County if, during the term of this Contract, the Contractor becomes debarred. The County may immediately terminate this Contract by CHOBBH 18 15 of 16 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT D providing Contractor written notice if Contractor becomes debarred during the term hereof. c. Audit Requirements I. If the Contractor is subject to OMB Circular A -133, the Contractor is required to submit a copy of the completed Single Audit to the County. ii. If the Contractor is not subject to OMB Circular A -133, the County shall perform monitoring in compliance with federal requirements. 3. HIPAA Compliance. The Contractor shall perform all Agreement duties, activities and tasks in compliance with HIPAA and regulations enacted pursuant to its provisions, successor law and /or regulation. Pursuant to 45 CFR § 164.502(e), the Contractor shall implement policies and procedures to safeguard and maintain PHI in accordance with the requirements of state and federal law. In the event of a conflict in interpretation of Agreement terms relevant to HIPAA, the language and intent of this Addendum shall control. CHOBBH 18 16 of 16