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Contract - 08-15-2017 - 8921 - Contract with CORE Health.AS -8921 Motion Items 15. BOCC Agenda Meeting Date: 08/15/2017 Contract with CORE Health Submitted For: Chris DesRosier, Health /Human Services Submitted By: Marie Dang, Health /Human Services Department: 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. COREBH 18 with CORE Health is to assist CORE Health in obtaining the appropriate staffing and required agency licensure to begin providing Substance Use Disorder treatment services in Cowlitz County. The maximum consideration for this contract shall not exceed $120,000.00 during the period August 1, 2017 through July 31, 2018. Will Staff Attend Y / N Staff will attend upon request. Department Recommendation The Human Services Department recommends that the Cowlitz County Board of Commissioners move to approve and execute the County Contract # COREBH 18 with CORE Health. Fiscal Impact Expenditure Required $: 120,000.00 Budget Sufficient Y -N: Y Amendment Required Y -N: N Source of Funds - Fund /Dept.: 14102/270100 Grant Y -N: Y COREBH 18 COREBH 18 Insurance Attachments Form Review Inbox Reviewed By Date Carole Harrison Carole Harrison 08/09/2017 11:43 AM Dana Gigler Dana Gigler 08/1012017 08:57 AM Clerk of the Board Tiffany Ostreim 08/10/2017 09:01 AM Form Started By: Marie Deng Started On 08102/2017 02:14 PM Final Approval Date: 08/1012017 1; 1 IV i2 CO& GQ i PROFESSIONAL Contract Ni N911ING<O THIS AGREEMENT is entered into between CO Washington, (hereinafter called "County' or "Co% Name: CORE Health 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 copies of which are attached hereto and The term of this Agreement shall commence on as provided elsewhere in the Agreement, termir IN ITNESS WHEREOF, the parties have tiCk 2017. mi Optional for Commissioner Approval) ATTEST: 1 AGREEMENT COREBH 18 rZ COUNTY, a political subdivision of the State of County') and herein by this reference as if fully set forth. day of August, 2017 and shall, unless terminated the 31st of July, 2018. this Agreement on this —J— day of 2014 –ver. 3] COWLITZ Title: Joe Gardner, Chairman BOCC approval subject to Board ratification or authorization) CONTRACT HAS BEEN APPROVED AS TO FORM BY COWLITZ COUNTY PROSECUTING ATTORNEY PROFESSIONAL SERVICES AGREEMENT The contractor agrees to complete the described below: 1. CORE Health (CORE) a. Objective Obtain licensure to provide Sul Washington State Department Behavioral Health and Recovei I. Certified Chemical Dep b. The contractor will complete aK Behavioral Health and Recovei c. Chemical Dependency Profess meet the requirements as an a d. Outcomes and Measures: I. CORE Health has obtai Services by expiration c ii. CORE will submit mont reporting schedule, to it 1. First monthly rel obtain licensure 2. Credentials of C 3. Description of to 4. Updates on whe completed andh 5. Submit commur SUD licensure: a. Hssignmt od member b. DBHR fe c. DBHR fe d. DBHR fe month of ex ense checklist, e. Any other 20th of month following month of service SUD licei f. Copy of [ 2. Reporting The contractor will submit reports no reportina schedule. EV services work for Cowlitz County, as ance Use Disorder treatment services from Social and Health Services, Division of idency Professional (CDP) position, 1.0 FTE ication requirements as outlined by Division of and in WAC 388 -877. net will be certified by Washington State and iroved supervisor as outlined in WAC 246 -811. d licensure to provide Substance Use Disorder this contract. reports by the due date outlined in the lude but not limited to: rt due will include outline of the process to id timeline to achieve each step P upon hire cs completed by CDP during each month. mequirements of the process have been submitted to DBHR for review ations with DBHR regarding progress towards of DBHR Licensing and Certification team of policy and procedure review of clinical documents of personnel checklist and facility fled facility walk- through (if applicable) inication with DBHR on progress toward issued SUD license than the dates outlined in the following Type of Report TimJPe od Due Date Invoice /Ex ense Re ort Mont20th of month followin month of ex ense Program Report Mont 20th of month following month of service example: September progress report is due October 20th Haamonai rcequwrements: me con documentation demonstrating acct include, but is not limited to, the fol a. Number of hours of service will maintain and make available, if requested, ments of the contract. Such documentation may COREBH 18 1 2 of 16 PROFESSIONAL SERVICES AGREEMENT b. Data Collection c. Backup reports /data for in, 4. Site Visits: The contractor will coo compliance, organizational due di Continuous Quality Improvement. ATTACHMENT A visits with Project Manager for contract program evaluation, technical assistance, and COREBH 18 3 of 16 PROFESSIONAL SERVICES AGREEMENT As consideration for services, as described in County agrees to pay the Contractor based of exceed budget amounts of $120,000.00 durin 2018. 1. Payment Conditions: a. Training & Traveling i. The Contractor shall m< training by seeking out! and house when applicc be the sole responsibilit ii. The Contractor shall infi expenses. ill. The Contractor shall sta reimbursement requires iv. Meals: shall be reimbun, current Washington Sta v. Mileage: shall be reimbt State of Washington's C Rate (see http: / /www.ofi vi. Other Transportation an on actual expenses. vii. After training has been i for actual costs incurred viii. The Contractor shall sul conference registration reimbursements. b. Invoice System The Contractor shall submit inv as approved by the County. Co receipt of properly completed in the Contractor, not more often t c. County Obligation for Payment I. The County agrees to rr Cowlitz County, with Cc County, contingent on tt Contractor's complete a ii. The County shall not be services or activities, pe 1. Billing for Allowa The Contractor s activities under tl which are in aca 2. The Contractor n Manager, a requ contract period. Requests may: a. Change ii b. Not chani ATTACHMENT B ie Scope of Work section of this Agreement, the he specific conditions below, a sum not to the period August 1, 2017, through July 31, every effort to minimize the cost of individuals Aarships and stipends, shared transportation to help reduce costs. Any additional costs will of the Contractor. individuals of allowable travel and training within the following guidelines for d based on actual expenses not to exceed the Per Diem rates. sed at rates not to exceed the allowable current ice of Financial Management Standard Mileage wa.gov /policy /10.90a.pdf). Accommodations: shall be reimbursed based the Contractor shall invoice the County original itemized receipts, travel itineraries, ding agenda pertaining to all requested using the County's form, or such other form ration for services shall be payable upon as which shall be submitted to the County, by monthly. e payment, as approved by the Auditor of ty warrants on a calendar day specified by the availability of funds, following receipt of the accurate request for payment. Agated to reimburse the Contractor for any armed prior to the effective date of this Contract. Costs and Documented Costs ill ensure all expenditures for services and Contract are: Expended for allowable costs, lance with the Fiscal /Program Requirements. y submit, in writing to the County Project t to adjust the budget at any time during the vidual line budgets. the total contract award. COREBH 18 1 4 of 16 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B The County will r ?spond to all requests in writing with the determination. BUDGET Allowable Costs Year 1 Personnel CDP 1.0 FTE Sala /Benefit 26.44/hr x 40 hrs /wk 80,137.82 Office Equipment Desk (1 x 500) Office Chair (1 x 250) Laptop (1 x 600) Printer (1 x 500) 3,014.63 Cell Phone (50 1month x 12 m nths) 600 Mics. Supplies (paper, noteb oks, travel, other items approved by HHS IT Support Electronic Health Record Pre aration 71500.00 Rent/Utilities 1200 1month x 12 months 14,400.00 Licensing Cost 11000.00 Training 13500.00 Business Insurance 1,538.46 dministration 10% 10,909.09 OTAL 120,000.00 2. Timely Payment by the County Payment shall be made in accordance shall be sent to the address designed b The County may, at its sole discretion, services rendered if the Contractor fails condition of this Contract. 3. Non - Compliance a. Failure to Maintain Reporting Ri In the event the Contractor fails Contract, the County reserves tl Contractor until the obligations b. Recovery of Costs Claimed in E If the Contractor claims and the Contract which the County later allowable costs under the terms costs and the Contractor shall ft 4. Advanced Payment and Billing Limitatic a. Advance Payment The County shall not make any delivery of services to be provid, b. Authorized Services The County shall pay the Contr< accordance with this Contract. 11 th the County designated pay periods. Payment the Contractor on page one (1) of this Contract. thhold payment claimed by the Contractor for satisfactorily comply with any term or maintain its reporting obligations under this right to withhold reimbursements to the met. unty reimburses for expenditures under this Js were (1) claimed in error or (2) not the Contract, the County shall recover those cooperate with the recovery. yments in advance or in anticipation of the pursuant to this Contract. only for authorized services provided in Contract is terminated for any reason, the COREBH 18 5 of 16 PROFESSIONAL SERVICES AGREEMENT County shall pay only for se termination. c. Multiple Payments for the S, i. The Contractor shall Contract, and the Cc has charged or will c under any other conl ATTACHMENT B authorized and provided through the date of All the County for services performed under this shall not pay the Contractor, if the Contractor e the State of Washington or any other party x agreement for the same services. COREBH 18 1 6 of 16 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C Scone of Contractor's Services. The C ntractor agrees to provide to the County services and any materials set forth in t e project narrative identified as Attachment A during the agreement period. No mater I, labor, or facilities will be furnished by the County, except as provided for herein. 2. Accountino and Payment for Contracooi services rendered under this Agreemer specifically stated in Attachment B, the costs or expenses incurred by the Cont 3. Delegation and Subcontracting. Conti portion of this contract may be delegate entity without the express and prior writ 4. Independent Contractor. The Contracts as an independent contractor and nothi a relationship of employer /employee or The Contractor acknowledges that the specified in Attachment B and the Conl including, but not limited to: vacation pi other insurance benefits, or any other r employees. The Contractor represents serves clients other than the County, w this contract with the Internal Revenue tax account with the State of Washingti sales and use and Business and Occui In the event that either the state or fede employer /employee or master /servant r contractor relationship such that Cowlit; withholding, social security contribution Contractor agrees to reimburse Cowlitz made by Cowlitz County. Should any p; Agreement, the Contractor agrees that such future payments a pro rata share Notwithstanding any determination by tl employer /employee or master /servant r employees and agents, shall not be ant provides to its employees. 5. No Guarantee of Employment. The pei Contractor shall not operate to vest any deemed to guarantee any employment Contractor or any subcontractor or any the present time or in the future. 6. Regulations and Requirements. This A local laws, rules, and regulations. 7. Riaht to Review. This contract is subje County shall have the right to review ar of this program by whatever means are Manager. Such review may occur with entices. Payment to the Contractor for Mall be as set forth in Attachment B. Unless unty will not reimburse the Contractor for any tor in the performance of this contract. or's services are deemed personal and no or subcontracted to any other individual, firm or i approval of the County Project Manager. s services shall be furnished by the Contractor herein contained shall be construed to create Mrs compensation for this Agreement is ctor is not entitled to any county benefits holiday pay, sick leave pay, medical, dental or its or privileges afforded to Cowlitz County at it maintains a separate place of business, report all income and expense accrued under arvice on a business tax schedule, and has a Department of Revenue for payment of all tion taxes collected by the State of Washington. A government determines that an lationship exists rather than an independent County is deemed responsible for federal workers compensation and the like, the ounty for any payments made or required to be rments be due to the Contractor pursuant to this imbursement may be made by deducting from the amount to be reimbursed. state or federal government that an itionship exists, the Contractor, its officers, d to any benefits which Cowlitz County rmance of all or part of this contract by the mployment rights whatsoever and shall not be the Contractor or any employee of the iployee of any subcontractor by the County at shall be subject to all federal, state and to review by any federal or state auditor. The monitor the financial and service components earned expedient by the County Project without notice, and may include, but is not COREBH 18 1 7 of 16 PROFESSIONAL SERVICES AGREEMENT limited to, on -site inspection by County other materials which the County deem, performance, and any and all communh under this Agreement. The Contractor ; and records relating to the performance after contract termination, and shall mal County, State of Washington, upon regi 8. Modifications. Either party may request modifications shall be in writing, signed 9. Termination for Default. If the Contract obligations of the contract or becomes i assignment for the benefit of creditors, 1 the Contractor in the U.S. Mail, postage County's option, obtain performance of for default, the Contractor shall not be E contract. Any extra cost or damage to tt deducted from any money due or comir to bear any extra expenses incurred by increased costs for completing the wore sustained by the County by reason of si If a notice of termination for default has reason that the Contractor was not in d shall be the same as if the notice of ten Termination for Public Convenience pa 10. Termination for Public Convenience. T in part whenever the County determine the interests of the County. Whenever paragraph, the Contractor shall be entit completed items of work. An equitable completed items of work will be made, for loss of anticipated profit on deleted contract by the County at any time durii shall not constitute a breach of contract 11. Termination Due to Insufficient Funds. are not appropriated or allocated or are County may terminate this contract upc No penalty or expense shall accrue to t 12. Termination Procedure. The following is terminated: a. The Contractor shall cease to p, effective date of termination anc contained in the notice of termir b. The Contractor shall provide the services provided through the e' c. If the Agreement has been term sum from the final payment to tt necessary to protect itself again 13. Defense and Indemnity AnraPmant Tr the extent caused by the sole neglil defend and hold the County and its ATTACHMENT C gents or employees, inspection of all records or pertinent to the Agreement and its ations with or evaluations by service recipients hall preserve and maintain all financial records if work under this Agreement for six (6) years m. them available for such review, within Cowlitz zst, during reasonable business hours. changes in the Agreement. Any and all agreed iy each of the parties. r defaults by failing to perform any of the solvent or is declared bankrupt or makes an is County may, by depositing written notice to 3repaid, terminate the contract, and at the is work elsewhere. If the contract is terminated ditled to receive any further payments under the County resulting from such default(s) shall be I due to the Contractor. The Contractor agrees he County in completing the work, including all and all damage sustained, or which may be ch default. sen issued and it is later determined for any sult, the rights and obligations of the parties nation had been issued pursuant to the graph hereof. r County may terminate the contract in whole or in its sole discretion that such termination is in e contract is terminated in accordance with this d to payment for actual work performed for ijustment in the contract price for partially t such adjustment shall not include provision uncompleted work. Termination of this the term, whether for default or convenience, y the County. sufficient funds for payment under this contract rithdrawn, reduced, or otherwise limited, the thirty (30) days written notice to the Contractor. r County in the event this provision applies. visions apply in the event that this Agreement orm any services required hereunder as of the hall comply with all reasonable instructions ion, if any. ounty with an accounting of authorized ctive date of termination. ated for default, the County may withhold a Contractor that the County determines loss or liability. is fullest extent permitted by law and except to of the County, the Contractor shall indemnify, rated and elected officers, agents and COREBH 18 1 8 of 16 PROFESSIONAL SERVICES AGREEMENT employees, and volunteers, harmless 1 injuries, death or damage to persons c therefrom), directly or indirectly arising performance of this Agreement. Contr( harmless includes any claim by Contra subcontractor or its employees. Contra hold harmless the County from any cla or its Subcontractor's performance or f It is further agreed by and between the appointed or elected officer, agent, em duties in good faith, be in any way pera performance contained herein, whethe . representation made herein or in any c indemnification obligations of the Conti enter into this Agreement, are reflectec been mutually negotiated by the pantie: 14. Industrial Insurance Waiver. With resp to claims against the County, its appoir the Contractor expressly waives its imr Washington, the Industrial Insurance A employees and agrees that the obligati provided in this Agreement extend to a of the Contractor. Along with the other mutually negotiated by the parties to th 15. Venue and Choice of Law. In the even construction or interpretation of any of I action shall be in the courts of the Stat( This Agreement shall be governed by t 16. Withholding Payment. In the event the Contractor has failed to perform any of forth in this Agreement, then the Count payable to Contractor the amount deter default, until the County Project Manag been cured. Withholding under this cla Contractor to termination or damages, writing to the Contractor of the nature c more than ten (10) days after it determi determination of the County Project Ma action required and /or the amount requ deemed conclusive, except to the extei strict accord with the provision of the D may act in accordance with any determ become conclusive under this clause, v Agreement, to take all or any of the folli to pay any amount so required to be pa Contractor, (3) to set off any amount pa due the Contractor. In the event the C( Disputes clause, no penalty or damage good faith withholding by the County ur ATTACHMENT C and against any and all claims for any perty (including any loss of use resulting of, resulting from, or in connection with s obligation to indemnify, defend and hold s agents, employees, representatives, or any expressly agrees to indemnify, defend and arising out of or incident to either Contractor's e to perform this Agreement. rties that in no event shall any County yee, or volunteer, when executing their official ally liable or responsible for any agreement or press or implied, nor for any statement or sect with this Agreement. The foregoing or are a material inducement to County to the Contractor's compensation, and have t to the performance of this Agreement and as ad and elected officers, agents and employees, inity under Title 51 of the Revised Code of as now or hereafter amended, for injuries to its is to indemnify, defend and hold harmless claim brought by or on behalf of any employee ovisions of this Agreement, this waiver is Agreement. hat any litigation should arise concerning the e terms of this Agreement, the venue of such f Washington in and for the County of Cowlitz. law of the State of Washington. ounty Project Manager determines that the 3ation under this Agreement within the times set may withhold from amounts otherwise due and lined by the County as necessary to cure the determines that such failure to perform has e shall not be deemed a breach entitling ovided that the County promptly gives notice in the default or failure to perform, and in no case 3s to withhold amounts otherwise due. A ager set forth in a notice to the Contractor of the ad to cure any alleged failure to perform shall be that the Contractor acts within the times and in putes clause of this Agreement. The County ation of the County Project Manager which has hout prejudice to any other remedy under the ving actions: (1) cure any failure or default, (2) 1 and to charge the same to the account of the I or incurred from amounts due or to become tractor obtains relief upon a claim under the shall accrue to the Contractor by reason of er this Clause. COREBH 18 1 9 of 16 PROFESSIONAL SERVICES AGREEMENT 17. Rights and Remedies. The duties and rights and remedies available hereunde duties, obligations, rights and remedies 18. Contractor Commitments. Warranties a received from the Contractor concernin Contractor, unless otherwise specificall paragraph. Failure of the Contractor to Contractor liable for damages to the Cc any representation made prior to execu incorporated elsewhere herein by refen equipment, prices or options for future warranties. 19. Patent/Copvright Infringement. Contras County, its appointed and elected office loss or expense, including but not limite settlements, attorneys' fees and costs t upon the County, its elected or appoints the Contractor's alleged infringement o those costs and damages attributable t the County, its appointed and elected o Such defense and payments are condil a. That Contractor shall be notifiec such claim. b. Contractor shall have the right, the County the right to continue infringement, is made, provided County. 20. Disputes: a. General. Differences between i by virtue of the contract docume County at the earliest possible t other appropriate action prompt instructions, and decision of the conclusive thirty (30) days from otherwise furnishes to the Coun The notice of appeal shall incluc conclusions of the County Proje In connection with any appeal u have the opportunity to submit documentary evidence in suppc testimony will not be permitted. the determination of such appe: appellate determination shall be within fifteen (15) days of mailin final decision of the dispute, the performance of this Agreement b. Notice of Potential Claims. The compensation or to extension a County Project Manager or the occurrence, unless the Contract GYIIf_[9:IN14!Yia] oligations imposed by this Agreement and the shall be in addition to and not a limitation of any therwise imposed or available bylaw. d Representations. Any written commitment this Agreement shall be binding upon the provided herein with reference to this ilfill such a commitment shall render the nty. A commitment includes, but is not limited to on of this Agreement, whether or not ice, as to performance of services or quisition to remain in effect for a fixed period, or or will defend, indemnify and save harmless s, agents and employees from and against all to claims, demands, actions, judgments, reason of any and all claims and demands i officials or employees for damages because of any patent or copyright. The Contractor will pay any such claims that are finally awarded against icers, agents and employees in any action. med upon the following: 3romptly in writing by County of any notice of under, at its option and expense, to obtain for ig the information, in the event such claim of reduction in performance or loss results to the Contractor and the County, arising under and is shall be brought to the attention of the e in order that such matters may be settled or taken. The records, orders, rulings, ounty Project Manager shall be final and e date of mailing unless the Contractor mails or Project Manager a written notice of appeal. facts, law, and argument as to why the Manager are in error. der this clause, the Contractor and County shall itten materials and argument and to offer of the appeal. Oral argument and live he decision of the County Project Manager for s shall be final and conclusive. Reviews of the Brought in the Superior Court of Cowlitz County of the written appellate determination. Pending contractor shall proceed diligently with the nd in accordance with the decision rendered. ontractor shall not be entitled to additional Ime for (1) any act or failure to act by the ounty, or (2) the happening of any event or r has given the County a written Notice of COREBH 18 10 of 16 PROFESSIONAL SERVICES AGREEMENT 21. ATTACHMENT C Potential Claim within ten (10) d iys of the commencement of the act, failure, or event giving rise to the claim, ar J 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 nsofar as possible, the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material ui ed, and all costs and additional time claimed to be additional. c. Detailed Claim. The Contractor 3hall not be entitled to claim any such additional compensation, or extension of ti ne, unless within thirty (30) days of the accomplishment of the portion o the work from which the claim arose, and before final payment by the Cou ity, the Contractor has given the County a detailed written statement of ea h element of cost or other compensation requested and of all elements oi additional time required, and copies of any supporting documents evidencir g the amount or the extension of time claimed to be due. Ownership of Items Produced and Publ Disclosure. All writings, programs, data, art work, music, maps, charts, tables, illust ations, records or other written, graphic, analog or digital materials prepared by the Co ractor and /or its consultants or subcontractors, in connection with the performance of ti is Agreement shall be the sole and absolute property of the County and constitute "v Fork made for hire" as that phrase is used in federal and /or state intellectual propertl 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 Contrac r or required to be disclosed by law, subpoena or other process, the following shall ap y: a. Correspondence, emails, report and other electronic or written work product will be generated between the Cont ctor and County during the course of this Contract. This Contract and su work product in the possession of Contractor may be deemed public records ubject to disclosure under the Washington State Public Records Act, Chapter 42 6 RCW (Public Records Act). Thus, the County shall be required, upon request, to disclose this Contract and all documents related to it unless an exemptior under the Public Records Act or other laws applies. Contractor shall fully cc operate with and assist the County with respect to any request for public recordE received by the County related to the services performed under this Contract. b. Should County receive a reque for disclosure, County agrees to provide Contractor ten (10) days written otice of impending release, and to cooperate with any legal action which may be initiated by Contractor to enjoin or otherwise prevent such release, provided I iat all expense of any such litigation shall be borne by Contractor, including a iy damages, attorney's fees or costs awarded by reason of having opposed discic sure, and further provided that County shall not be liable for any release where I otice was provided and Contractor took no action to oppose the release of i iformation. Notice of any proposed release of information pursuant to Chapter t2.56 RCW, shall be provided to Contractor according to the "Notice" provisli n herein. If the Contractor has not obtained an injunction and served the Count with that injunction by the close of business on the tenth business day after the ounty sent notice, the County will then disclose the record unless it makes an in ependent determination that the record is exempt from disclosure. Notwith tanding the above, the Contractor must not take any action that would affect (a) t ie County's ability to use goods and services provided under this Contract or the Contractor obligations under this Contract. COREBH 18 1 11 of 16 PROFESSIONAL SERVICES AGREEMENT The Contractor will fully coope records in case of any public c c. Contractor's failure to timely p a material breach of this Conti monetary penalties, attorneys' such breach, Contractor shall forth in Section 13. For purpo agency" shall have the same said chapter has been constru section shall survive the exoirs 22. Recovery of Payments to Contractor. to it is contingent upon satisfactory perl satisfactory completion of the project di the event that the Contractor fails, for a this Agreement, the Contractor may, at required to repay to the County all mon the project that are rendered worthless such failure to perform. Interest shall ac from the time the County Project Manal 23. Project Approval. The extent and chan under this Agreement by the Contracto the County Project Manager, For purpc Manager is: Name: Gene J Title: Human Department: Human Address: 195291 Telephone: (360) E -mail: Jame Fax: (360) ATTACHMENT C with the County in identifying and assembling losure request. de such records upon demand shall be deemed To the extent that the County incurs any ss, and /or any other expenses as a result of indemnify and hold harmless County as set of this section, the terms "public records" and aning as defined by Chapter 42.56 RCW, as by Washington courts. The provisions of this n or termination of this Agreement. e right of the Contractor to retain monies paid rmance of this Agreement, including the cribed in the Scope of Work (Attachment A). In reason, to perform obligations required of it by ie County Project Manager's sole discretion, be s disbursed to the Contractor for those parts of i the opinion of the County Project Manager by rue at the rate of 12 percent (12 %) per annum or demands repayment of funds. ter of all work and services to be performed shall be subject to the review and approval of as of this Agreement, the County Project Manager e WA 98632 14-5599 ext. 6454 In the event there is a dispute with rega done, the determination of the County F the work to be done shall govern subjec as provided herein. 24. Non - Discrimination. The Contractor sK basis of race, creed, political ideology, c orientation, age, or the presence of any 25. Subcontractors. In the event that the C the contract between the Contractor an subcontractor is bound by the terms of i Contractor. The Contractor shall insure names as an express third -party benefit 26. Third Party Beneficiaries. This agreemi Contractor and not for the benefit of and 27. Standard of Care. The Contractor shall consistent with that degree of care and same profession as Contractor currentq Contractor shall, without additional com such a standard. i to the extent and character of the work to be oject Manager as to the extent and character of to the Contractor's right to appeal that decision II not discriminate against any person on the olor, national origin, sec, marital status, sexual sensory, mental or physical handicap. sntractor employs the use of any subcontractors, the subcontractor shall provide that the its Agreement between the County and the hat in all subcontractors entered into, County is iary of such contracts with full rights as such. nt is intended for the benefit of the County and third parties. perform its duties hereunder in a manner kill ordinarily exercised by members of the practicing under similar circumstances. The sensation, correct those services not meeting COREBH 18 1 12 of 16 PROFESSIONAL SERVICES AGREEMENT 28. Time is of the Essence. Time is of the a more specific time period is set forth it of Work. 29. Notice. Except as set forth elsewhere Agreement, except service of process, the County Project Manager. Notice to Agreement shall be given to the persot Contractor at the address identified on 30. Severability. If any term or condition a person(s) or circumstances is held inva conditions or applications which can be application. To this end, the terms and 31. Precedence. In the event of inconsiste herein, the inconsistency shall be resol a. Applicable federal, state and to b. Scope of Work (Attachment A) c. Special Terms and Conditions I d. General Conditions (Attachmer e. Any other material incorporated 32. Waiver. Waiver of any breach or cond'. of any prior or subsequent breach. No be waived, modified or deleted except hereto. 33. Attorney Fees. In the event that litigati agreement, the prevailing party shall bi 34. Construction. This agreement has bee and should be given a fair and reasons less favorably against either party. 35. Survival. Without being exclusive, Par, General Conditions shall survive any to of this Agreement in whole or in part. their sense and context, are intended t 36. Entire Agreement. This written contra( parties and supersedes any prior states the parties except as provided herein. ATTACHMENT C e in the performance of this contract unless the Special Terms and Conditions or Scope the Agreement, for all purposes under this ny notices shall be given by the Contractor to ie Contractor for all purposes under this executing the Agreement on behalf of the le signature page. his contract or the application thereof to any d, such invalidity shall not affect other terms, given effect without the invalid term, condition or onditions of this contract are declared severable. cy in this Agreement, unless otherwise provided ad by giving precedence in the following order: it statutes, ordinances and regulations; id Compensation (Attachment B); ttachment D); and C). ierein by reference. on of this contract shall not be deemed a waiver rm or condition of this contract shall be held to V an instrument, in writing, signed by the parties n must be brought to enforce the terms of this entitled to be paid reasonable attorney fees. mutually reviewed and negotiated by the parties ile interpretation and should not be construed graphs 4, 7, 13 -19, 21 -22 and 30 -35 of these mination, expiration or determination of invalidity ny other Paragraphs of this Agreement which, by survive shall also survive. represents the entire Agreement between the tents, discussions or understandings between COREBH 18 1 13 of 16 PROFESSIONAL SERVICES AGREEMENT Insurance. The Contractor shall mainta Agreement, and until final acceptance insurance with companies or through s commissioner pursuant to RCW Title 4 appointed and elected officials, agents additional insureds in a policy with the by endorsement to an existing policy o. RCW Title 48, as now or hereafter am( provided: COMPREHENSIVE GENRAL LIAE Bodily injury, including death. Property damage ERRORS AND OMISSIONS or LIABILITY with an Extended Re Period Endorsement (two year WORKERS COMPENSATION: AUTOMOBILE: coverage on o Bodily injury, liability, including Property damage liability All Contractor's and Contractor's sub names insured endorsements shall p contributory. Any insurance, self -insu pooling maintained or participated in to such insurance policies. All Contra insurance policies must be endorsed Upon request, the Contractor shall pro\ requested insurance policies to the Cot obligation, to revise any insurance requ endorsements, or to reject any insuram this Agreement. Additionally, the Count review and reject any proposed insurer financial condition or licensing status in retentions exceeding $10,000 or any st right to request and review the Contrac audited financial statements as a condi Contractor hereby agrees to a waive SL maintained under this Agreement. Whe does not permit Contractor to enter intc without an endorsement, then Contract endorsement. This requirement shall nc expressly prohibiting waiver of subroga should the Contractor enter into such a ATTACHMENT D in full force and effect during the term of this the work, public liability and property damage irces approved by the state insurance as now or hereafter amended. The County, its id employees, shall be specifically named as me company which insures the Contractor or dth a separate carrier approved pursuant to Jed, and the following coverages shall be 10000,000 Per occurrence 11000,000 Per occurrence 2,000,000 Aggregate 1,000,000 Per occurrence Statutory amount Waiver of Title 51 Rights non - owned, rented and hired vehicles 1,000,000 Per occurrence 1,000,000 Per occurrence 2,0009000 Aggregate tractors' insurance policies and additional de primary insurance coverage and be non - retention, deductible, risk retention or insurance he County shall be excess and not contributory s and Contractor's subcontractors' liability how this primary coverage. le a full and complete and certified copy of all ty. The County reserves the right, but not the sment, not limited to limits, coverages and policies which fail to meet the requirements of reserves the right, but not the obligation, to roviding coverage based upon the insurer's Vashington. Any deductibles and /or self- insured Aoss provisions, the County shall have the is most recent annual financial reports and in of approval. rogation with respect to each insurance policy required any an insurer, or if a policy condition i pre -loss agreement to waive subrogation agrees to notify the insurer and obtain such apply to any policy which includes a condition m by the insured or which voids coverage raiver of subrogation on a pre -loss basis. COREBH 18 1 14 of 16 PROFESSIONAL SERVICES AGREEMENT The County, its departments, elected volunteers shall be names as additior subcontractors' insurance policies by insurance maintained by the Contract primary and non - contributory. A state Certificate of Insurance shall not satis be required if the Contractor is a gove governmental entity risk pool authori2 The Contractor shall, for each required Insurance, with endorsements attachec deductibles, self- insured retentions anc the County receiving thirty (30) days pr cancellation or non - renewal. Each Carl be provided to: ATTN: Risk Manager, C N., Kelso, WA 98626. This Agreement not timely supplied. W_TAIDcTIWII77 d appointed officials, employees, agents and insureds on Contractor's and Contractor's ty of endorsement for the full available limits of and subcontractor, and all coverage shall be notion of additional insured status on a these requirements. [This endorsement shall not mental entity and is insured through a by the State of Washington.] isurance policy, provide a Certificate of evidencing all required coverages, limits, ndorsements and which is conditioned upon r written notice of reduction in coverages, cate of Insurance and all insurance notices shall wlitz County Administrative Svc., 207 4'h Ave. rall be void ab initio if the proof of coverage is The insurance maintained under this A reement shall not in any manner limit or qualify the liabilities or obligations of the Contr ctor under this Agreement. All insurance policy deductibles and self- insured retentions or policies maintained under this Agreement shall be paid by the Contractor. Compensation and /or payments due to expressly conditioned upon the Contrar requirements. Payment to the Contract compliance. Upon receipt of evidence c otherwise subject to withholding or set - Agreement shall be void ab initio if the If the Errors and Omissions or Professi policy as opposed to a claims -made pc is not required. 2. Requirements a. Background Checks (RCW 43 The Contractor shall ensure a c staff; case managers, outreach unsupervised access to childrei who have developmental disab When providing services to yout of WAC 388 -06 -0170 are met. b. Debarment Certification The Contractor certifies that the proposed for debarment, declare Agreement by any Federal depa transactions (Debarred).The Coi requirement in all subcontracts ii immediately notify the County if, becomes debarred. The County he Contractor under this Agreement are or's strict compliance with all insurance r shall be suspended in the event of non- Contractor's compliance, payments not ff will be released to the Contractor. This roof of coverage is not timely supplied. Liability insurance obtained is an occurrence the Extended Reporting Period Endorsement WAC 388 -877 & 388 -8778) ninal background check is conducted for all aff members, etc.; or volunteers who have adolescents, vulnerable adults, and persons the Contractor shall ensure that requirements ntractor is not presently debarred, suspended, ineligible, or voluntarily excluded in this vent or agency form participating in actor also agrees to include the above r which it enters. The Contractor shall firing the term of this Contract, the Contractor ay immediately terminate this Contract by COREBH 18 1 15 of 16 PROFESSIONAL SERVICES AGREEMENT providing Contractor written nc term hereof. c. Audit Requirements I. if the Contractor is sub required to submit a cc fl. If the Contractor is not perform monitoring in c 3. HIPAA Compliance. The Contractor ; tasks in compliance with HIPAA and r successor law and /or regulation. Pun implement policies and procedures to the requirements of state and federal Agreement terms relevant to HIPAA, I control. I_\ILLyaul4i•Yat] if Contractor becomes debarred during the t to OMB Circular A -133, the Contractor is of the completed Single Audit to the County. ject to OMB Circular A -133, the County shall ipliance with federal requirements. II perform all Agreement duties, activities and ilations enacted pursuant to its provisions, nt to 45 CFR § 164.502(e), the Contractor shall Feguard and maintain PHI in accordance with r. In the event of a conflict in interpretation of language and intent of this Addendum shall COREBH 18 1 16 of 16