Contract - 07-24-2018 - 9552 - Professional Services Agreement with Family Health Center.AS -9552 Motion Items 3.
BOCC Agenda
Meeting Date:
Professional Se
Submitted For:
Submitted By:
Department:
07/24/2018
vices Agreement with Family Health Center
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 of Contract No. 18 -007 with Family Health Center is to provide permanent, supportive
housing and voluntary case management services for women and children residing at Phoenix House.
Services will help residents become self- sufficient and stable, complete chemical dependency treatment
and reunify with children placed out of the home.
The maximum consideration for this contract shall not exceed $121,339.00 during the period July 1,
2018 through June 30, 2019. Funding for this agreement comes from the Mental Health Sales Tax.
Will Staff Attend - NAME OF STAFF
Gera James
Department Recommendation
The Human Services Department recommends that the Cowlitz Board of Commissioners move to
approve and execute the County Contract# 18 -007 with Family Health Center.
Expenditure Required $:
Budget Sufficient Y -N:
Amendment Required Y -N:
Source of Funds - What Dept ?
Grant Y -N:
18 -007
Inbox
Carole Harrison
Dana Gigler
Clerk of the Board
Form Started By: Marie Dang
Final Approval Date: 07/18/2018
Fiscal Impact
121, 339.00
Y
N
14102/270100
Y
Reviewed By
Carole Harrison
Dana Gigler
Tiffany Ostreim
Attachments
Form Review
Date
07/18/2018 10:20 AM
07/18/2018 11:07 AM
07118/2018 11:14 AM
Started On: 07/18/2018 07:57 AM
GO,
t% -N-(Z CO t/4,
PROFESSIONAL SERVICES AGREEMENT
o Contract Number: 18 -007
gSHINGIO
THIS AGREEMENT is entered into between COWLITZ COUNTY, a political subdivision of the State of
Washington, (hereinafter called "County" or "Cowlitz County ") and
Name: Family Health Center
Address: 1057 12th Ave
Longview, WA 98632
Phone No: (360)636 -3892
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
and Retirement Status Form (signature required)
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 day of 20 and shall, unless
terminated as provided elsewhere in the Agreement, terminate on the day of ,
20
IN WITNESS WHEREOF, the parties have executed this Agreement on this y day of
20.
CONTRACTOR: BOARD OF COUNTY COMMISSIONERS
A OF COWLITZ COUNTY-WASHINGTON
A a-4 ` /
Print name:
Title:
EC)
Gardner, Cha
Arne Mortensen, Commissioner
ATTEST:
COUfJTY L7
CONTRACT HAS BEEN APPROVED AS TO
FORM BY COWLITZ COUNTY Clerk of the Board
PROSECUTING ATTORNEY Date - -/
S'
0
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A
SCOPE OF WORK
The contractor shall ensure services, and staff, and otherwise do all things necessary for or incidental to
the performance of work, as set forth below:
1. Cowlitz Family Health Center (CFHC)
2.
3.
a. Objective: Provide permanent, supportive housing and voluntary case management services
for women and children residing at Phoenix House.
b. CFHC will provide services for pregnant and parenting women with some or all of the
following attributes: completed a residential substance use disorder treatment program,
involved in outpatient substance use disorder treatment and /or the Parent Child Assistance
Program, have co- occurring barriers (mental health, domestic violence, chronic illness, etc),
involved with Child Protective Services, are low income.
c. Phoenix House will continue to provide case management staff and support to help residents
become self- sufficient and stable, refer residents to community resources, and help residents
complete chemical dependency treatment and reunify with children placed out of the home.
Case management staff:
I. Meet with each resident weekly to support the resident in completing her self- sufficiency
plan;
ii. Support each resident in complying with Phoenix House rules;
iii. Facilitate resident participation in group activities; and
iv. Assist residents in making use of community resources.
d. All Phoenix House residents will be given the opportunity to develop skills necessary to
become successful in society. These opportunities will be delivered in the form of wrap
around services to the mothers and children to aid in their stability, education, job skills, and
rental history to assist them with opportunities to obtain permanent housing outside of
Phoenix House.
e. Outcomes and Measures:
i. 100% of residents develop a self- sufficiency plan
1. Report total number of residents, and total number of residents with a self- sufficiency
plan developed
ii. 75% of residents participate in group activities and training opportunities identified on
their self- sufficiency plan and completes 2 modules
1. Report number of group activities and training opportunities provided, and number of
residents who participate.
iii. 75% of residents make appropriate use of community resources to meet goals identified
on their self- sufficiency plan
1. Report number of community resources identified on self- sufficiency plans, and
number of connections to those resources.
iv. Goal:
1. 25 unduplicated women and 41 children are served through the Phoenix House
project.
Program Evaluation and Continuous Quality Improvement
The Contractor will submit quarterly program reports no later than the dates outlined in the
reporting schedule. Program reports will include all items listed in 1(e) Outcomes and Measures,
with total numbers during reporting period and total unduplicated numbers from start of contract
period, broken down by month.
Reporting: The contractor will submit reports no later than the dates outlined in the following
reoortino schedule.
Type of Report Time Period Due Date
Invoice /Expense Report Monthly 20th of month following month of expense
Program Report July-Sept 2018 October 31, 2018
Program Report Oct -Dec 2018 January 31, 2019
Program Report Jan -Mar 2019 Aril 30, 2019
Program Report Apr-June 201 July 31, 2019
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PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A
4. Additional Requirements: The contractor will maintain and make available, if requested,
documentation demonstrating accomplishments of the contract. Such documentation may
include, but is not limited to, the following:
a. Services provided
b. Number of hours of service
c. Data Collection
d. Completed evaluation tools
e. Backup reports /data for invoicing.
5. Site Visits: The contractor will coordinate visits with the County Project Manager for contract
compliance, organizational due diligence, program evaluation, technical assistance, and
Continuous Quality Improvement.
18 -007 3 of 14
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B
COMPENSATION
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 $121,339.00 during the period July 1, 2018 through June 30, 2019
1, Specific Payment Conditions:
a. The County will reimburse the Contractor for travel rates (mileage, meals, etc.) not exceeding
those established by the Cowlitz County Board of Commissioners.
b. Period of Performance Service Costs.
The Contractor shall ensure that service costs incurred are within the period of performance
of this Contract.
2. Billing and Payment for the Statement of Work
a. Invoice System
I. The Contractor shall submit invoices using the County's form, or such other form as
designated by the County. Consideration for services shall be payable upon receipt of
properly completed invoices which shall be submitted to the County Program Manager
within this Contract, by the Contractor, not more often than monthly. The invoices shall
describe and document to the County's satisfaction a description of the work performed,
activities accomplished, the progress of the project, and fees.
ii. The final invoice must be received by the County no later than the 10th business day
following the end of this contract.
b. County Obligation for Payment
i. The County agrees to make payment, as approved by the Auditor of Cowlitz County, with
County warrants on a calendar day specified by the County, contingent on the availability
of funds, following receipt of the Contractor's complete and accurate request for payment.
ii. The County shall not be obligated to reimburse the Contractor for any services or
activities, performed prior to the effective date of this Contract.
1. Billing for Allowable Costs and Documented Costs
The Contractor shall ensure all expenditures for services and activities under this
Contract are:
a. Expended for allowable costs, which are in accordance with the Fiscal /Program
Requirements.
b. All documentation including reports must be submitted with the billing
documents.
iii. The County will not process any payments received after the 10th business day following
the end of this contract.
iv. Any funds not utilized at the end of the contract period will be reallocated at the discretion
of the County.
c. Budget
The Contractor may submit, in writing to the County Project manager, a request to adjust the
budget at any time during the contract period. The County will respond to all requests in
writing with the determination. Requests may:
i. Change individual line budgets,
ii. Not chanae the total contract award.
Budget
Allowable Costs Total
Personnel 72,852.00
Benefits 15,912.00
Other Expenses
Supplies /Office (office equipment, module workbooks,
shred
31396.00
Client Activities/Program Support 11,925.00
Facilities utilities, insurance 17,254.00
Total 121,339.00
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PROFESSIONAL SERVICES AGREEMENT U111- U4011ITUNLIV0
d. Duplication
The Contractor assures that work performed and invoiced does not duplicate work to be
charged to the County and State of Washington under any other Contract or agreement with
the Contractor.
e. 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 one (1) claimed in error or two (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.
3. Advance 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.
18 -007 5 of 14
PROFESSIONAL SERVICES AGREEMENT
GENERAL CONDITIONS
ATTACHMENT C
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 contractor 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 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.
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PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C
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 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
18 -007 7 of 14
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C
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. 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.
17. Riqhts 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/Copvright 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.
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PROFESSIONAL SERVICES AGREEMENT ATTACH ME NT C
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 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 damages, attorney's
fees or costs awarded by reason of having opposed disclosure, and further provided that
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PROFESSIONAL SERVICES AGREEMENT rri Iy:r•tx10to
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. 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 Contractor fails,
for any reason, to perform obligations required of it by this Agreement, the Contractor may, at the
County Project Manger'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.
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: Gene James
Title: Human Services Manager
Department: Health & Human Services
Address: 1952 9'h Ave
Longview, WA 98632
Telephone: (360) 414 -5599
E -mail: HHSContracts @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.
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.
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PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C
29. Notice. Except as set forth elsewhere in the Agreement, for all purposes under this Agreement,
except service of process, any notices shall be given by the Contractor to the County Project
Manager. Notice to the Contractor for all purposes under this Agreement shall be given to the
person executing the Agreement on behalf of the Contractor at the address identified on the
signature page.
30. Severability. If any term or condition of this contract or the application thereof to any person(s) or
circumstances is held invalid, such invalidity shall not affect other terms, conditions or
applications which can be given effect without the invalid term, condition or application. To this
end, the terms and conditions of this contract are declared severable.
31. Precedence. In the event of inconsistency in this Agreement, unless otherwise provided herein,
the inconsistency shall be resolved by giving precedence in the following order:
a. Applicable federal, state and local statues, 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).
32. Waiver. Waiver of any breach or condition of this contract shall not be deemed a waiver of any
prior or subsequent breach. No term or condition of this contract shall be held to be waived,
modified or deleted except by an instrument, in writing, signed by the parties hereto.
33. Attorney Fees. In the event that litigation must be brought to enforce the terms of this agreement,
the prevailing party shall be entitled to be paid reasonable attorney fees.
34. Construction. This agreement has been mutually reviewed and negotiated by the parties and
should be given a fair and reasonable interpretation and should not be construed less favorably
against either party.
35. Survival. Without being exclusive, Paragraphs 4, 7, 13 -19, 21 -22 and 30 -35 of these General
Conditions shall survive any termination, expiration or determination of invalidity of this
Agreement in whole or in part. Any other Paragraphs of this Agreement which, by their sense and
context, are intended to survive shall also survive.
36. Entire Agreement. This written contract represents the entire Agreement between the parties and
supersedes any prior statements, discussions or understandings between the parties except as
provided herein.
18 -007 11 of 14
PROFESSIONAL SERVICES AGREEMENT
SPECIAL TERMS AND CONDITIONS
nV114 :1 ,tX40 ,
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. $15000,000 Per occurrence
Property damage $1,000,000 Per occurrence
2,000,000 Aggregate
ERRORS AND OMISSIONS or PROFESSIONAL
LIABILITY with an Extended Reporting
Period Endorsement (two year tail). $1,000,000 Per occurrence
WORKERS COMPENSATION: Statutory amount
Waiver of Title 51 Rights
AUTOMOBILE: coverage on owned, non - owned, rented and hired vehicles
Bodily injury, liability, including death. $1,000,000 Per occurrence
Property damage liability $1,000,000 Per occurrence
2,000,000 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.
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.)
18 -007 12 of 14
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT D
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 4t1 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. Debarment Certification. The Contractor, by signature to this Agreement, certifies that the
Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible,
any federal department or agency. The Contractor also agrees to include the above requirement
in all subcontracts into which it enters.
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.
18 -007 13 of 14
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT D
COUNTY RETAINS THIS FORM
Individual contractors and service providers must complete and sign
4. WA Department of Retirement Systems: Independent Contractor Verification and State
Retirement Status Reporting Form [WAC 415 -02 -110; DRS Email 13 -011; DRS Email 09 -001 ]
SECTION 1: INDIVIDUAL CONTRACTOR COMPLETES THIS SECTION AND SIGNS:
be
Did you retire from one of the State of Washington Retirement Systems? YES NO
Did you retire before age 65 using the 2008 early retirement factors (ERF)? YES NO
Will you be receiving direct compensation for your services? YES NO
Will you be receiving indirect compensation for your services? YES NO
CONTRACTOR (Full, individual name of contractor):
Signature: Social Security No.: Date:
SECTION 2: COUNTY COMPLETES THIS SECTION AND RETAINS FOR AUDIT PURPOSES:
Use Member Reporting Verification (MRV) to verify the past retirement membership]
1. Contractor has been a member of a Washington State Retirement System YES [-]NO
If YES, what system and plan?
Teachers' Retirement System (TRS) Plant Plan 2 Plan 3
School Employees' Retirement System (SERS) Plan 2 Plan 3
Public Employees' Retirement System (PERS) Plan 1 Plan 2 Plan 3
Public Safety Employees' Retirement System (PSERS) Plan 2
Law Enforcement Officers' & Fire Fighters' Retirement System (LEOFF)
Plan 1 Plan 2
Washington State Patrol Retirement System (WSPRS) Plan 1 Plan 2
Judicial Retirement System (JRS)
2. Is the contractor a retiree of a Washington State Retirement System? Yes No
3. Did the contractor retire before age 65 using the 2008 ERF? Yes No
I have verified the information above using MRV or by contacting DRS, and I have evaluated the individual
Contractor, Independent Contractor or Service Provider under WAC 415 -02 -110 and /or DRS Form -MS 344
R 5/09), and the Internal Revenue Service rules governing independent contractor status.
COUNTY OFFICIAL /DEPARTMENT REPRESENTATIVE:
Signature: Date:
COUNTY RETAINS THIS FORM
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