Contract - 11-07-2017 - 9071 - Contract with National Alliance on Mental Illness (NAMI)AS -9071 Motion Items 4.
BOCC Agenda
Meeting Date:
Contract with N<
Submitted For:
Submitted By:
Department:
11/07/2017
itional Alliance on Mental Illness (NAMI)
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. NAMIBH 18 with National Alliance on Mental Illness (NAMI) is to
provide a variety of programs and services in Cowlitz County. These programs include STRivE
psychoeducational classes for therapeutic court participants, education to schools and parents through
the Parents and Teachers as Allies program, and resources for individuals and families who need
pre- crisis assistance.
The maximum consideration for this shall not exceed $54,333.00 during the period November 1, 2017
through October 31, 2018,
Will Staff Attend Y / N
Yes
Department Recommendation
The Human Services Department recommends that the Cowlitz Board of Commissioners move to
approve and execute County Contract # NAMIBH 18 with National Alliance on Mental Illness.
Fiscal Impact
Expenditure Required $: 545333.00
Budget Sufficient Y -N: Y
Amendment Required Y -N: N
Source of Funds - Fund /Dept.: 14021270100
Grant Y -N: Y
Attachments
Form Review
Inbox Reviewed By Date
Carole Harrison Carole Harrison 10/2712017 10:37 AM
Dana Gigler Dana Gigler 10/3012017 07:39 AM
Clerk of the Board Tiffany Ostreim 10/30/2017 03:58 PM
Form Started By: Marie Dang Started On: 10119/2017 03:49 PM
nfl i
National Alliance on Mental Illness
July 10, 2017
To: Cowlitz County Commissioners
Southwest
Washington
Cc: Chris des Rosier, Director Cowlitz County Health and Human Services
NAMI SW WA applied for funding through the recent RFP that utilized the 1 /10th of 1% sales tax. We were not
selected for this funding. However, we are at a critical point in our organizational life: do we continue to maintain an
office in Cowlitz County or not. When Cowlitz County left the Southwest WA Behavioral Health (SWBH) Regional
Support Network (RSN) all governmental funding to NAMI SW WA that supported our services in Cowlitz County
ceased. It has taken over a year for the Great Rivers Behavioral Health Organization (BHO) to reach the point where
they are ready to provide some support for NAMI SW WA in the way SWBH RSN did. This will be limited support,
providing about $3,000 per quarter as we present educational classes and groups to this county and Wahkiakum.
Our office expenses to maintain our Cowlitz office are close to $8,000 /month or $96,000 /year including salaries for
our three - part -time staff, two of whom are peers. The application we provided for the RFP was for two mental health
counselors because we had hoped to start our behavioral health services in Cowlitz County as we have done in Clark
County. However, if we are not able to support our office, itself, we cannot possibly open our behavioral health
services. We are now asking Cowlitz County to simply help us stay open so that we can continue to offer the
programs and services that many in the county rely on NAMI providing. Our request is for somewhere between
50,000 and $90,000. In return, and in line with the goals of the 1 /1011 of 1% sales tax NAMI SW WA would be able
to:
Continue to provide STRivE psychoeducational groups to county residents but have one or more
special STRivE classes just for people in the therapeutic courts. STRivE classes provide special
training in the skills and use of tools that are necessary for getting into and staying in recovery.
We use this program in the jail in Clark County for those in pre - release. It would work most
successfully in Cowlitz if it were court- mandated as part of the therapeutic court program.
Help Cowlitz County Corrections in efforts to have a pre - release program that could include
offering STRivE to inmates as well as providing peer services to those who are being released
from jail; NAMI SW WA has been asked to discuss working directly with Mental Health Court
MHC) in Clark County to provide peers for those enrolled in MHC. We could provide similar peer
services in Cowlitz County.
NAMI SW WA is prepared to:
provide education to schools and school district faculty, staff, and parents in Colwitz
County through our Parents and Teachers as Allies program with the result of getting more
communication about children who might be at risk for mental health and SUD disorders
our knowledge and skilled speakers who talk about the impact of adverse childhood
experiences (ACES) on future impact of mental and physical health of children who live
with trauma
follow up on our training for HeLa High students in Vancouver which will take place this
summer by training students to become peer mentors for their fellow students, possibly
Vancouver: 5411 E Mill Plain Blvd, Vancouver, WA 98661 * 360 - 695 -2823 * Serving Clark and Skamania counties
Longview: 1128 Broadway St, Suite A, Longview, WA 98632 * 360 - 703 -6722 * Serving Cowlitz County
www.namiswwa.or * https : / /www.facebook.com /namiswwa
o beginning with RA Long High School where we worked with drama students
this past year on the wonderful play, A Mental State
o continuing to talk in- person or by telephone with those individuals and family
members who need pre- crisis help to keep them out of crisis services
including help with resources of all sorts, communication issues with family
members and friends, setting boundaries, using skills and tools they are not
yet comfortable with, and other matters
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PROFESSIONAL SERVICES AGREEMENT
Contract Number: NAMIBH 18
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THIS AGREEMENT is entered into between COWLITZ COUNTY, a political subdivision of the State of
Washington, (hereinafter called "County" or "Cowlitz County ") and PD' z'3 -IT
Name: National Alliance on Mental Illness CNfso
Address: 5411 East Mill Plain, Suite 4 gaw-4)
Vancouver, WA 98661
Phone No: (360) 695 -2823
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 November, 2017 and shall, unless
terminated as provided elsewhere in the Agreement, terminate on the 31" of October, 2018.
IN WITNESS WHEREOF, the parties have executed this Agreement on this 7 ` day of
DVfkVw , 2017.
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PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A
SCOPE OF WORK
The contractor agrees to complete the professional services work for Cowlitz County, as
described below:
National Alliance on Mental Illness (NAM I) Southwest Washington
a. Objective
Provide the following programs /services in Cowlitz County as outlined below:
i. STRivE Psychoeducation —Offer one or more STRivE class just for
people in therapeutic courts. STRivE classes provide special training in
the skills and use of tools that are necessary for getting into and staying
in recovery.
ii. Provide education to schools and school district faculty, staff, and parents
in Cowlitz County through Parents and Teachers as Allies program with
the result of getting more communication about children who might be at
risk for mental health and SLID disorders.
iii. Pilot project at RA Long training students to become peer mentors to their
fellow students.
iv. Advocacy — continue to talk in- person or by telephone with those
individuals and family members who need pre- crisis help to keep them
out of crisis services including help with resources of all sorts,
communication issues with family members and friends, setting
boundaries, using skills and tools they are not yet comfortable with, and
other matters.
b. Outcomes and Measures
Provision of programs, services, education, outreach, training and
advocacy as described in Scope of Work
NAMI will submit quarterly reports by the due date outlined in the
reporting schedule, to include but not limited to:
1. Description, dates, number of participants for STRivE
Psychoeducation class.
a. Submit summary of pre /post test data when course is
complete.
2. Summary of education provided to schools, school district faculty,
staff, and /or parents through Parents and Teachers as Allies
program.
a. Submit number of contacts to provide education, which
schools, and number of parents participating.
3. Summary of RA Long pilot program, to include number of trainings
and number of students participating.
4. Number of contacts providing advocacy to Cowlitz County
residents as described in Scope of Work.
NAMIBH 18 2 of 16
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A
SCOPE OF WORK
The contractor agrees to complete the professional services work for Cowlitz County, as
described below:
National Alliance on Mental Illness (NAMI) Southwest Washington
a. Objective
Provide the following programs /services in Cowlitz County as outlined below:
i. STRivE Psychoeducation — Offer one or more STRivE class just for
people in therapeutic courts. STRivE classes provide special training in
the skills and use of tools that are necessary for getting into and staying
in recovery.
ii. Provide education to schools and school district faculty, staff, and parents
in Cowlitz County through Parents and Teachers as Allies program with
the result of getting more communication about children who might be at
risk for mental health and SUD disorders.
iii. Pilot project at RA Long training students to become peer mentors to their
fellow students.
iv. Advocacy — continue to talk in- person or by telephone with those
individuals and family members who need pre- crisis help to keep them
out of crisis services including help with resources of all sorts,
communication issues with family members and friends, setting
boundaries, using skills and tools they are not yet comfortable with, and
other matters.
b. Outcomes and Measures
i. Provision of programs, services, education, outreach, training and
advocacy as described in Scope of Work
ii. NAMI will submit quarterly reports by the due date outlined in the
reporting schedule, to include but not limited to:
1. Description, dates, number of participants for STRivE
Psychoeducation class.
a. Submit summary of pre /post test data when course is
complete.
2. Summary of education provided to schools, school district faculty,
staff, and /or parents through Parents and Teachers as Allies
program.
a. Submit number of contacts to provide education, which
schools, and number of parents participating.
3. Summary of RA Long pilot program, to include number of trainings
and number of students participating.
4. Number of contacts providing advocacy to Cowlitz County
residents as described in Scope of Work.
NAMIBH 18 2 of 16
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A
2. Reporting
The contractor will submit reports no later than the dates outlined in the following
reporting schedule.
Type of Report Time Period Due Date
Invoice /Expense Report Monthly 20th of month following month of
expense
Program Report Quarterly 20t1 of month following month of service
example: November - December
progress report is due January 20th
3. 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. Number of hours of service
b. Data Collection
c. Backup reports /data for invoicing.
4. Site Visits: The contractor will coordinate visits with Project Manager for contract
compliance, organizational due diligence, program evaluation, technical assistance, and
Continuous Quality Improvement.
NAMIBH 18 3 of 16
PROFESSIONAL SERVICES AGREEMENT
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 $54,333 during the period November 1, 2017, through October 31,
2018.
1. Payment Conditions:
a. Personnel
i. Staff time billed towards this contract is for time directly connected to the
provision of services /programs outlined in the Scope of Work.
b. 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:
1. Reimbursement is for mileage to and from services /programs
directly connected to the provision of services /programs outlined
in the Scope of Work
2. 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.pdo.
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.
c. 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.
d. 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.
NAMIBH 18 4 of 16
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B
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. Change individual line budgets.
b. Not change the total contract award.
The County will respond to all requests in writing with the
determination.
BUDGET
Allowable Costs TOTAL
Personnel
2,350 /month x 12 months
28,200.00
Office Equipment
Printer Fee
1,833.00
Rent/Utilities
1,725 /month x 12 months
20,700.00
Mileage
300 /month x 12 months
3,600.00
OTAL 64,333.00
2. 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.
3. 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
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.
NAMIBH 18 5 of 16
PROFESSIONAL SERVICES AGREEMENT UNI&H:r lyj 1:10 In 3
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.
NAM18H 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
NAMIBH 18 7 of 16
PROFESSIONAL SERVICES AGREEMENT
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
NAMIBH 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.
NAMIBH 18 9 of 16
PROFESSIONAL SERVICES AGREEMENT rIT0111I FUNIM
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
NAMIBH 18 10 of 16
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C
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.
NAMIBH 18 11 of 16
PROFESSIONAL SERVICES AGREEMENT rri 17INSEITLAtU cy
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.
NAMIBH 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. Severabilitv. 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, 71 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.
NAMIBH 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. $1,0001000 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. $1,000,000 Per occurrence
Property damage liability $1,000,000 Per occurrence
22000,000 Aggregate
All Contractor's 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.
NAMIBH 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,h 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
NAMIBH 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.
NAMIBH 18 16 of 16