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Professional Services Contract with Cascade Mental Health Care BEFORE THE BOARD OF COUNTY COMMISSIONERS OF LEWIS COUNTY, WASHINGTON IN RE: Approving Professional Services Contract between ) Lewis County and Cascade Mental Health Care ) RESOLUTION No. \S -bL.9 WHEREAS, the Board of County Commissioners, Lewis County, Washington, has reviewed the Professional Services Contract, #CO2-0015-18, between Lewis County and Cascade Mental Health for the period of January 1, 2018 through June 30, 2018; AND WHEREAS, funding is available from the .1 of 1% Sales and Use Tax imposed by the adoption of Ordinance 1224 on June 20, 2011, in the amount of $46,875; AND WHEREAS, this contract will provide the Early Intervention Program in the following School Districts: Boistfort, Centralia, Mossyrock, Napavine, Onalaska, Pe Ell, and Toledo; AND WHEREAS, it appears to be in the best public interest to authorize the execution of said contract for Lewis County; NOW, THEREFORE BE IT RESOLVED that the Professional Services Contract between Lewis County and Cascade Mental Health Care for $46,875 from January 1, 2018 through June 30, 2018 is hereby approved and the Director of Public Health & Social Services is authorized to sign the same. DONE IN OPEN SESSION this 12 day of r'V1J4X , 2018. APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS Jonathan Mey-r ' osecuting Attorney LEWIS COUNTY, WASHINGTON ,./ 1/ jt/ By: David Fine - Fund, Chili Deputy Prosecuting Attorney ATTEST: Robert C. Jackson, Vice Chair •■∎1g cou/v7.•e o✓titer pARD k�9 • r • 4 d O,p� st• c v`4-lam', O r • ' Rieva Lester, Clerk of the BoO lio SINCE G`g y Sta per, ember • 1845 a z° • cb ••G;lbNS1stGea 360 NW North Street n' Public Health & Social Services Chehalis WA 98532 X.y� Professional Services Contract Contract#: CO2-0015-18 Contract Name: Cascade Mental Health Preamble 1. Purpose This contract is entered into between Lewis County,hereinafter called County, and Cascade Mental Health Care, hereinafter called Contractor, for the purpose of providing behavioral health services in Lewis County elementary schools. 2. Parties Each party to this contract shall have a contract representative empowered to enter into this contract on behalf of their party. Each party may change its representative upon providing written notice to the other party. The parties' Contract Representatives for this contract are: For the County: Contract Officer Katie Strozyk katie.strozyk @lewiscountywa.gov (360) 740-1430 For the Contractor: Chief Clinical Officer Matt Patten pattenm @cascadementalhealth.org (360) 330-9044 ext. 2298 3. Authorization Only the Lewis County Board of County Commissioners, Director of Lewis County Public Health& Social Services, or its designated Contract Officer identified herein, shall have the expressed, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this contract. Furthermore, any alteration, amendment, modification, or waiver Danette D. York, M.P.H., C.P.H. Director o 360.740.1223 F 360.740.1472 TDD 360.740.1480 Rachel Wood, M.D., M.P.H. Health Officer Professional Services Contract(#and name and date) of any clause or condition of this contract is not effective or binding unless made in writing and signed by the Lewis County Board of County Commissioners, Director of Lewis County Public Health & Social Services, or its Contract Officer. 4. Contract Term The term of this contract shall commence and terminate as stated in Exhibit A: Statement of Work and Reporting Requirements attached hereto. 5. Contractor Representation Contractor represents by signing this contract that it is qualified and possesses the necessary capabilities and sufficient skills, including technical and professional skills where required and has the necessary licenses and certifications to perform the services set forth in this contract. 6. Mutually Negotiated County and Contractor acknowledge and by signing this contract agree that this contract has been mutually negotiated and agreed to by both parties. Page 2 of 21 Professional Services Contract(#and name and date) Signatures The terms and conditions of this contract, including all attachments and subsequent amendments, constitute the entire and exclusive understanding between the parties. Except as provided for in section 23 of this contract, no other understandings,writings, and communications, oral or otherwise, regarding the subject matter of this contract shall exist to bind the parties. The parties signing below represent they have read and understand this contract, and have the authority to execute this contract. NOTE: In accordance with Resolution 16-344, this contract is subject to approval by the Lewis County Board of County Commissioners if the total dollar value identified in Exhibit B equals or exceeds$40,000 in one calendar year. The Lewis County Board of County Commissioners delegates contract approval authority to the Director of Lewis County Public Health & Social Services if the total dollar value identified in Exhibit B is less than $40,000 in any calendar year, subject to all provisions in Resolution 16-344. For the County Lewis County Public Health& Social Services 360 NW North Street Chehalis, WA 98532 County signature: Danette I. York, M Public Health& Social Services Director Date: For the Contractor Cascade Mental Health Care 2428 West Reynolds Ave Centralia, WA 98531 /‘ ./1// Contractor signature: Richard Stride CEO Date: I /Co( / Approved as to Form Jonathan Meyer Attest: ••••• �1%S COUN'• Prosecuting Atto ; ` • � � • •�4 gOAkp �'• By: �%/ s • David i e (Clerk of the Board) �� N(2J l • •Deputy Prosecuting Attorney •9 � cgs i1 z• '••••• Page 3 of 21 Professional Services Contract(#and name and date) Table of Contents Preamble 1 1. Purpose 1 2. Parties 1 3. Authorization 1 4. Contract Term 2 5. Contractor Representation 2 6. Mutually Negotiated 2 Signatures 3 General Terms and Conditions 7 1. Scope of Contractor's Services 7 2. Accounting and Payment for Contractor Services 7 3. Assignment and Subcontracting 7 4. Independent Contractor 7 5. No Guarantee of Employment 8 6. Taxes 8 7. Regulations and Requirements 8 8. Public Records Law 8 9. Nondiscrimination 9 10. Political Activity Prohibited 9 11. Right to Review 9 12. Modifications 9 13. Termination 9 14. Termination for Default 9 15. Termination for Public Convenience 10 16. Suspension of Performance and Resumption of Performance 10 17. Termination Procedures 11 18. Defense and Indemnity Agreement 11 19. Insurance Coverage 11 20. Resolution of Conflicts 11 21. Disputes, Venue and Choice of Law 12 22. Records Maintenance 12 23. Contractor Commitments, Warranties and Representations 12 24. Recapture 12 25. Patent/Copyright Infringement 13 Page 4 of 21 Professional Services Contract(#and name and date) 26. Ownership and Use of Items Produced 13 27. Confidentiality 13 28. Ethics/Conflicts of Interest 14 29. Information System Security 14 30. Protection of Personal Information 14 31. Certification of Work 14 32. Contract Amendments 14 33. Notice 14 34. Debarment Certification 15 35. Severability 15 36. Conformance 15 37. Waiver 15 38. Survival 15 39. Entire Agreement 15 Special Terms and Conditions 16 S-1.Allowable Costs 16 S-2.Data Entry 16 S-3.Treatment of Assets 16 Exhibit A: Statement of Work and Reporting Requirements 17 Exhibit B: Budget, Invoicing, and Contractor Payment 18 1. Budget Detail 18 2. Compensation 18 3. Invoice Timeframe 18 4. Eligible Use of Funds 18 5. Matching Funds 18 6. Duplicate Payment 18 7. Audit 19 8. Future Non-Allocation of Funds 19 9. Errors and Omissions Uncompensated 19 Exhibit C: Insurance Coverage 20 1. Commercial General Liability Insurance Policy 20 2. Automobile Liability 20 3. Fidelity Insurance 20 4. Business Property 21 5. Industrial Insurance Waiver 21 Page 5 of 21 Professional Services Contract(#and name and date) 6. Volunteer Medical Protection 21 Page 6 of 21 Professional Services Contract(#and name and date) General Terms and Conditions 1. Scope of Contractor's Services The Contractor agrees to provide to the County services, reports, and any material set forth in Exhibit A: Statement of Work and Reporting Requirements during the contract term. No material,labor, or facilities will be furnished by the County unless otherwise provided for in this contract. 2. Accounting and Payment for Contractor Services Payment to the Contractor for services rendered under this contract shall be as set forth in Exhibit B: Budget, Invoicing and Contractor Payment attached hereto. Unless specifically stated in Exhibit B or approved in writing in advance by the Contract Officer for this contract, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in the performance of this contract. The Contractor acknowledges that the entire compensation for this contract is specified in Exhibit 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 Lewis County employees. 3. Assignment and Subcontracting Unless otherwise provided for in this contract, no portion of this contract may be assigned or subcontracted to any other individual, form, or entity without the express and prior written approval of the Contract Officer. Should the Contractor wish to subcontract, assign or delegate any or all of its rights or duties hereunder, it shall tender a detailed written request to the Contract Officer. Unless the Contractor receives written authorization to subcontract, assign, or delegate within 30 days, its request shall be deemed to have been denied. If the County approves subcontracting, the Contractor shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. The County, in its sole discretion, in writing may: (a)require the Contractor to amend its subcontracting procedures as they relate to this contract; (b) prohibit the Contractor from subcontracting with a particular person or entity; or(c) require the Contractor to rescind or amend a subcontract. 4. Independent Contractor The Contractor's services shall be furnished by the Contractor as an independent Contractor and nothing herein shall be construed to create a relationship of agent, employee, or servant of the County. The Contractor specifically has the right to direct and control Contractor's own activities in providing the agreed services in accordance with the specifications set out in this contract. The Contractor shall have and maintain complete responsibility and control over all of its subcontractors, employees, agents, and representatives. No subcontractor, employee, agent, or representative of the Contractor shall be or deem to be or act or purport to act as an employee, agent, or representative of the County. Page 7 of 21 Professional Services Contract(#and name and date) The Contractor shall assume full responsibility for the payment of all payroll taxes, use, sales, income, or other form of taxes, fees, licenses, excises, or payments required by any city, county, state or federal legislation which is now or may during the term of this contract be enacted as to all employees, agents or representatives of the Contractor and as to all duties, activities, and requirements by the Contractor in performance of the work on this project. The Contractor shall assume full responsibility for ensuring all staff members hired or subcontracted under this contract are eligible to work according to all applicable state and federal laws. 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 an employment of the Contractor or any employee, agent or representative of the Contractor or any subcontractor, or any employee, agent or representative of any subcontractor by the County at the present time or in the futures. 6. Taxes The Contractor understands and acknowledges that the County will not withhold federal or state income taxes. Where required by state or federal law, the Contractor authorizes the County to make withholding for any taxes other than income taxes. All compensation received by the Contractor will be reported to the Internal Revenue Service and Washington State Department of Revenue in accordance with federal and state regulations. The Contractor is solely liable for any tax obligation arising from the Contractor's performance of this contract. The Contractor hereby agrees to indemnify the County against any demand to pay taxes arising from the Contractor's failure to pay taxes on compensation earned pursuant to this contract. The County will pay sales and use taxes imposed on goods and services acquired hereunder as required by law. The Contractor shall pay all other taxes including, but not limited to, Business and Occupation Tax, taxes based on the Contractor's gross or net income, or personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. 7. Regulations and Requirements This contract shall be subject to all laws, rules, and regulations of the United States of America, the State of Washington, and political subdivisions of the State of Washington, and to any other provisions set forth in Special Terms and Conditions. 8. Public Records Law The Contractor shall assist the County in fulfilling all obligations of the County under the Washington Public Records Act(chapter 42.56 of the Revised Code of Washington). In the event that the Contractor fails to fulfill its obligations pursuant to this section and due in whole or in part to such failure a court of competent jurisdiction imposes a penalty upon the County for violation of the Public Records Act, Contractor shall indemnify the County for that penalty, as well as for all costs and attorney fees incurred by the County in the litigation Page 8 of 21 Professional Services Contract(#and name and dare) giving rise to such a penalty. The obligations created by this section shall survive the termination of this contract. 9. Nondiscrimination The Contractor or any employee, agent or representative of the Contractor or any subcontractor shall not discriminate against any person in the performance of this contract in the performance of any of its obligations hereunder on the basis of race, color, creed, ethnicity, religion, national origin, age, sex,marital status, veteran or military status, sexual orientation or the presence of any disability. Implementation of this provision shall be consistent with Section 49.60.400 of the Revised Code of Washington. The Contractor must comply with the American with Disabilities Act of 1990, Public Law 101-336, including but not limited to protection to individuals with disabilities in the areas of employment,public accommodations, state and local government services, and telecommunications. 10. Political Activity Prohibited None of the funds provided under this contract shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office or ballot measure. However, no person engaged to perform such services pursuant to this contract shall be precluded from devoting income derived from such services to any lawful political activity, or to the support of a candidate for public office or of a ballot measure. 11. Right to Review This contract is subject to review by any federal or state auditor. The County or its designee shall have the right to review and monitor the financial and service components of this contract by whatever means are deemed expedient by the Contract Officer. 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 contract and its performance, and any and all communications with or evaluations by service recipients under this contract. 12. Modifications Either party may request changes in the contract. Any and all agreed modifications shall be in writing, signed by each of the parties. 13. Termination Either party may terminate this contract upon 30 days' prior written notification to the other party. If this contract is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this contract prior to the effective date of termination. 14. Termination for Default If the Contractor defaults by failing to perform any of the obligations of this contract or becomes insolvent, or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, 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. Page 9 of 21 Professional Services Contract(#and name and date) Any extra cost of damage to the County resulting from such default(s) shall be deducted from any money due or coming to the Contractor. Any remaining deficiency shall be payable to the County by the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, as may be applicable under Exhibit A, 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 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. 15. 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 at unit contract prices for completed items of work. The County shall make a reasonable, equitable adjustment in the contract price for partially completed items of work,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. 16. Suspension of Performance and Resumption of Performance In the event of government closure, suspension or limitation of funding in any way after the effective date of this contract and prior to normal completion,the County may give notice to the Contractor to suspend performance as an alternative to termination. The County may elect to give written notice to the Contractor to suspend performance when the County determines that there is a reasonable likelihood that the funding insufficiency may be resolved in a timeframe that would allow performance to be resumed prior to the end date of this contract.Notice may include notice by facsimile or email to the Contractor's Representative. The Contractor shall suspend performance on the date stated in the written notice to suspend. During the period of suspension of performance, each party may inform the other of any conditions that may reasonably affect the potential for resumption of performance. Notice may be contingent upon the occurrence or non-occurrence of a future event; e.g. the failure of the State of Washington to pass a budget by a date specified in the notice. When the County determines that the funding insufficiency is resolved, the County may give the Contractor written notice to resume performance and a proposed date to resume performance. Upon receipt of written notice to resume performance, the Contractor will give written notice to the County as to whether it can resume performance, and, if so, the date upon which it agrees to resume performance. If the Contractor gives notice to the County that it cannot resume performance, the parties agree that the contract will be terminated retroactive to the original date of suspension of performance. If the date the Contractor gives notice it can resume performance is not acceptable to the County, the parties agree to discuss an alternative acceptable date. If an alternative date is not acceptable to the County,the Page 10 of 21 Professional Services Contract(#and name and date) parties agree that the contract will be terminated retroactive to the original date of suspension of performance. If the funding issue is not resolved, the County may terminate the contract under the "Termination for Convenience" clause. 17. Termination Procedures After receipt of a notice of termination, except as otherwise directed by the County, the Contractor shall: i. Stop work under the contract on the date and to the extent specified in the notice; ii. Place no further orders or subcontracts for materials, services, or facilities related to the contract; iii. Assign to the County all of the rights, title, and interest of the contractor under the orders and subcontracts so terminated, in which case the County has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. Any attempt by the Contractor to settle such claims must have the prior written approval of the County; and iv. Preserve and transfer any materials, contract deliverables and/or County property in the Contractor's possession as directed by the County. Contractor shall not place extraordinary orders or subcontracts in anticipation of receiving a notice of termination, so as to circumvent section 17 (ii). Upon termination, the County may withhold any amount due as the County reasonably determines is necessary to protect the County against potential loss or liability resulting from the termination. The County shall pay any withheld amount to the Contractor if the county later determines that loss or liability will not occur. The rights and remedies of the County under this section are in addition to any other rights and remedies provided under this contract or otherwise provided under law. 18. Defense and Indemnity Agreement The Contractor shall defend, protect, and hold harmless the County or any officers or employees thereof, from and against all claims, suits, or action arising from any intentional or negligent act or omission of the Contractor or any employee, agent or representative of the Contractor or any subcontractor, while performing under the terms of this contract. 19. Insurance Coverage The Contractor shall comply with all provisions described in Exhibit C: Insurance Coverage, attached hereto. 20. Resolution of Conflicts In the event of an inconsistency in this contract,unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: i. Applicable federal and state statutes and regulations ii. Special terms and conditions iii. Exhibits iv. General terms and conditions Page 11 of 21 Professional Services Contract(#and name and date) v. Any other provision of this contract whether incorporated by reference or otherwise. 21. Disputes,Venue and Choice of Law The County and the Contractor agree that any disputes that arise under or relating to this contract that cannot be resolved to the satisfaction of both parties shall be submitted to mediation before either party starts litigation in any form. An impartial third party acceptable to both the County and the Contractor will be appointed to mediate. Should the parties be unable to agree upon a mediator, then the dispute shall be mediated through the Washington Arbitration and Mediation Service, at its Tacoma office, and in accordance with the WAMS mediation rules. The County and the Contractor shall pay an equal percentage of the mediator's fees and expenses. The Contractor may not use any funds received under this contract to pay mediator's fees and expenses. The mediation shall be confidential in all respects, as allowed or required by law. In the event that mediation does not resolve the dispute, the venue for any litigation arising under or relating to this contract shall be in the courts of the State of Washington in and for the County of Lewis. This contract shall be governed by the laws of the State of Washington, excepting only the choice of law rules of the State of Washington. 22. Records Maintenance The Contractor shall maintain all books, records, documents,data and other evidence relating to this contract and performance of the services described herein, including but not limited to, accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract. Contractor shall retain such records for a period of seven(7) years following the date of final payment. If any litigation, claim or audit is started before the expiration of the seven- (7) year period, the records shall be retained for a period of seven(7) years after all litigation, claims, or audit findings involving the records have been finally resolved. 23. Contractor Commitments,Warranties and Representations Any written commitment received from the Contractor concerning this contract shall be binding on 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 contract, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, process, Contractor's qualifications or experience, or options for future acquisition to remain in effect for a fixed period or warranties. 24. Recapture In the event that the Contractor fails to perform services specified in this contract in accordance with state laws, federal laws, and/or the provisions of this contract, the County reserves the right to recapture funds in an amount required to compensate the County for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the Contractor or refunds under this recapture provision shall occur within the timeframe Page 12 of 21 Professional Services Contract(#and name and date) specified by the County. In the alternative, the County may recapture such funds from payments due under this contract. 25. Patent/Copyright Infringement Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County, to the extent such action is based on the claim that information, goods or documentation supplied by the Contractor infringes any patent or copyright. Contractor will pay all costs, penalties, fees, and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payments are conditioned upon the following: i. That Contractor shall be notified promptly in writing by the County of any notice of such claim. ii. 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. 26. Ownership and Use of Items Produced Material produced in the performance of the work under this contract shall be "works made for hire" as defined by section 201(b)the U.S. Copyright Act of 1976 and shall be owned by the County.This material includes,but is not limited to,books, computer programs,plans, specifications, documents, films,pamphlets,reports, sound reproductions, studies, surveys, tapes, and/or training materials. County ownership includes the right to copyright, patent, register, and the ability to transfer these rights. All writings,programs, data, public records or other materials prepared by the Contractor or any employee, agent or representative of the Contractor or any subcontractor, in connection with the performance of this contract shall be for mutual use and shared between the Contractor and the County. The County agrees that if it uses any materials prepared by the Contractor for purposes other than those intended by this contract, it does so at its sole risk and it agrees to hold the Contractor harmless therefore to the extent such use is agreed to in writing by the Contractor. A copy of all or a portion of material produced shall be submitted to the County upon request or at the end of the contract using the hardware, software, or other method specified by the County at the time of such request. 27. Confidentiality The Contractor or any employee, agent or representative of the Contractor or any subcontractor shall maintain the confidentiality of all information provided by the County or acquired by the Contractor in performance of this contract, except upon prior written consent of the Lewis County Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the County. Contractor shall immediately give County notice of any judicial proceeding seeking disclosure of such information. Contractor shall indemnify and hold harmless the County,its officials, agents or employees from all loss or expense, including,but not limited to, settlements,judgments, setoffs, attorney's fees, and costs resulting from Contractor's breach of this provision. Page 13 of 21 Professional Services Contract(#and name and date) 28. Ethics/Conflicts of Interest In performing under this contract, the Contractor shall assure compliance with the Ethics in Public Service Act (Chapter 42.52 Revised Code of Washington), and any other applicable state or federal law related to ethics or conflicts of interest. 29. Information System Security The Contractor shall protect and maintain all confidential information gained by reason of this contract against unauthorized use, access, disclosure, modification or loss. Personal and/or medical information collected, used or acquired in connection with this contract shall be used solely for the purposes of this contract. 30. Protection of Personal Information The Contractor shall not use, publish, transfer, sell or otherwise disclose any confidential information gained by reason of this contract for any purpose that is not directly connected with the Contractor's performance of the services contemplated hereunder except as provided by law, received by the Contractor pursuant to section 8 of this contract or with the prior written consent of the individual or personal representative of the individual who is the subject of the personal information. Upon request by the County or at the end of the contract term, or when no longer needed, the Contractor shall return the confidential information or certify in writing that the Contractor destroyed the information in a manner that cannot be reconstructed. 31. Certification of Work All work submitted by the Contractor shall be certified by the Contractor and checked for errors and omissions. The Contractor shall be responsible for the accuracy of the work, even if the work is accepted by the County. 32. Contract Amendments No amendment, modification or renewal shall be made to this contract unless set forth in a written Contract Amendment, signed by both parties. Work under a Contract Amendment shall not proceed until the County duly executes the Contract Amendment. 33. Notice Except as set forth elsewhere in the contract, for all purposes under this contract, except service of process, notice shall be given by the Contractor to the Contract Officer, 360 NW North Street, Chehalis, WA 98532. Notice to the Contractor for all purposes under this contract will be given to the Contractor's address shown on the Signature Page attached hereto. Notices and other communications anticipated by this contract, e.g. a request to subcontract per section 3, may be hand-delivered by an agent of the party serving notice, delivered by courier(such as UPS or FedEx), or delivered by First Class Mail. A notice or communication hand-delivered or delivered by courier shall be deemed to be served when it is left with an officer, agent, or employee of the party to whom notice is due. A notice delivered by First Class Mail shall be deemed to be served three days (excluding Sundays and Postal Service holidays) after it is placed into a U.S. Postal Service collection box or left at a U.S. post office, providing postage has been fully prepaid. Page 14 of 21 Professional Services Contract(#and name and date) 34. Debarment Certification The Contractor,by signature to this contract, certifies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participating in this contract or any program agreement by any federal, state or local government or agency or by any special district. The Contractor also agrees to include the above requirement in all subcontracts into which it enters. 35. 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. 36. Conformance If any provision of this contract violates any statute or rule of law of the state of Washington of of the United States of America, it is considered modified to conform to that statute or rule of law. 37. 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 party granting such a waiver. 38. Survival The terms and conditions contained in this contract will survive the completion, cancellation, termination or expiration of the contract. 39. Entire Agreement This written contract along with attached exhibits and the documents and terms incorporated herein by section 23 of this contract, represents the entire agreement between the parties. Page 15 of 21 Professional Services Contract(#and name and date) Special Terms and Conditions S-1. Allowable Costs Contractor shall be reimbursed on a cost reimbursement basis. See Exhibit A. S-2. Data Entry Contractor will document each client encounter using Avatar, an electronic health record. S-3. Treatment of Assets The Contractor shall take the following actions to secure the financial interest of the County in items purchased with funds awarded under this Contract. i. The Contractor shall name the County as lien holder on certificates of title for motor vehicles. ii. A non-expendable personal property inventory report shall also be submitted to the County as required. The County's interest in property purchased under this contract and prior contracts from the same funding source is automatically transferred forward to the next contract year at the close of this contract period. The Contractor shall maintain records, perform inventories and maintain control systems to prevent loss, damage or theft of equipment, materials and supplies. A Contractor which is a nonprofit organization shall keep property records in accordance with OMB Circular A-110, "Uniform Administrative Requirements for Grants and Agreements with Nonprofit Agencies,"for all purchases funded by this contract. iii. In the event of loss, destruction or damage to any property purchased under this contract, the Contractor shall notify the County and shall take all reasonable steps to protect that property from further damage. Unless otherwise directed by the County, the Contractor shall surrender to the County all property purchased under this contract prior to settlement upon completion, termination or cancellation of this contract. iv. The Contractor shall include these requirements in any subcontracts. Page 16 of 21 Professional Services Contract(#and name and date) Exhibit A: Statement of Work and Reporting Requirements The purpose of this Statement of Work is to detail the work to be performed by the Contractor and the methods and content for reporting progress by the Contractor in fulfilling all duties encompassed in this contract. The term of this contract shall commence on January 1, 2018 and terminate on June 30, 2018. The Contractor shall administer funds awarded hereunder, to support a variety of activities, including providing behavioral health services in selected Lewis County elementary schools. Activities shall include,but not be limited to, the following: Deliverables/Outcomes Deliverable=product/document Task Task/Activity/Description Outcome=service provided, Number Service,project,product project completion report Reporting Requirement Due Date 1 Provide School-Based Provide behavioral health Report including: Monthly Behavioral Health services to students at 1. Brief description Services elementary schools of activities throughout Lewis County provided or coordinated 2. Results from pre- or post-tests completed during preceding month 2 Avatar Data Entry Maintain a secure electronic Report including: Monthly health record,and document 1. Total number of each client encounter within clients served Avatar in a timely manner. during preceding month 2. Total hours of direct service provided during preceding month _ 3 Medicaid Enroll all eligible clients into Report including: Monthly Reimbursement services which are 1. Total number of reimbursable by Medicaid Medicaid clients seen during preceding month 2. Total number of encounters eligible for Medicaid reimbursement during preceding month 3. Describe any barriers to potential Medicaid reimbursement for encounters Page 17 of 21 Professional Services Contract(#and name and date) Exhibit B: Budget, Invoicing, and Contractor Payment The County shall pay an amount not to exceed $46,875 to the Contractor for work as described in Exhibit A, subject to conditions set forth in this Exhibit B: Budget, Invoicing, and Contractor Payment. 1. Budget Detail Administration $ 4,687.50_ Staff Salaries $26,875.00_ Staff Benefits $ 10,625.00 Supplies&Materials $ 1,250.00 Training&Travel $ 3,437.50 TOTAL $46,875.00 2. Compensation Payment to the Contractor for services rendered under this contract shall be as set forth in Exhibit B. Where Exhibit B requires payments by Lewis County,payment shall be made on a reimbursement basis, supported, unless otherwise provided in Exhibit B,by documentation of units of work actually performed (time sheets) and amounts earned, including where appropriate, the actual number of days worked each month, total number of hours for the month, and total dollar payment requested. Costs allowable under this contract are actual expenditures according to an approved budget up to the maximum amount stated above. The Contractor shall use federal cost principles specified in OMB Circular A-110 "Cost Principles Applicable to Grants, Contracts and other Agreements"with non-profit organizations as applicable. The Contractor shall include this last paragraph in any subcontracts. The County may withhold reimbursement payment if the Contractor fails to submit required invoices and supportive documentation to the County. The Contractor's failure to submit invoices as specified is grounds for the County to terminate the contract as provided herein. 3. Invoice Timeframe The Contractor shall submit invoices to the County Contract Officer identified herein or to other such person identified by the County Contract Officer by the 10th of each month. 4. Eligible Use of Funds Funding awarded under this contract may only be used for activities described in Exhibit A. 5. Matching Funds Contractor agrees to provide at least $46,875 in matching funds to be used in its performance of work under this contract. The amount of matching funds in dollars will be itemized on Contractor invoices. The Contractor may at any time expend match funds in excess of the required match. 6. Duplicate Payment The Contractor certifies that work to be performed under this contract does not duplicate any work to be charged against any other contract, subcontract or other source. Page 18 of 21 Professional Services Contract(#and name and date) 7. Audit i. General Requirements: The Contractor is to procure audit services based on the following guidelines: a. The Contractor shall maintain its records and accounts so as to facilitate the audit requirement and shall ensure that any subcontractor also maintains auditable records. b. The Contractor is responsible for any audit exceptions incurred by its own organization or that of its subcontractor. The County reserves the right to recover from the Contractor all disallowed costs resulting from the audit. c. As applicable, the Contractor shall be required to have an audit and must ensure all audits are performed in accordance with Generally Accepted Auditing Standards (GAAS); including,but not limited to, the Government Auditing Standards (the Revised Yellow Book) developed by the Comptroller General. d. Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit report. The Contractor must respond to County requests for information or corrective action concerning audit issues within thirty (30) days of the date of request ii. State Fund Requirements: Contractors expending $100,000 or more in total state funds in a fiscal year must have a financial audit as defined by Government Auditing Standards (The Revised Yellow Book) and according to Generally Accepted Auditing Standards (GAAS). The Schedule of State Financial Assistance must be included. The schedule includes: a. Contractor agency name b. State program name c. BARS account number d. County e. County Contract number f. Contract award amount including amendments (total Contract award) g. Current year expenditures iii.If the Contractor is a state or local government entity,the Office of the State Auditor shall conduct the audit. Audits of non-profit organizations are to be conducted by a certified public accountant selected by the Contractor. iv.The Contractor shall include the above audit requirements in any subcontracts. v. In all cases, the Contractor's financial records must be available for review by County. 8. Future Non-Allocation of Funds If sufficient funds are not appropriated or allocated for payment under this contract for any future fiscal period, the County will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. No penalty or expense shall accrue to the County in the event this provision applies. 9. Errors and Omissions Uncompensated In the event of any errors or omissions by the Contractor in the performance of any work required under this contract, the Contractor shall make any and all necessary corrections without additional compensation. Page 19 of 21 Professional Services Contract(#and name and date) Exhibit C: Insurance Coverage The following sections represent typical elements that may vary from one contract to the next. Use this Exhibit to incorporate insurance coverage requirements not already included in the General Terms and Conditions. Only use what is needed, delete the remaining sections. If no Insurance Coverages are needed, delete this entire section. The Contractor shall provide insurance coverage as set out in this Exhibit to protect the County should there be any claims, suits, actions, costs,damages or expenses arising from any loss, or negligent or intentional act or omission of the Contractor or subcontractor, or agents of either, while performing under the terms of this contract. All required insurance shall be issued by an insurance company authorized to do business within the State of Washington. The insurance shall name the County and its agents, officers, and employees as additional insureds under the insurance policy. All policies shall be primary to any other valid and collectable insurance. The Contractor shall instruct the insurers to give the County thirty(30) calendar days advance notice of any insurance cancellation or modification. The Contractor shall submit to the County within fifteen(15) calendar days of the Contract start date, proof of insurance identifying Lewis County as Primary,Non Contributory, additionally Insured, with endorsement(s) for additional insured as indicated below, which outlines the coverage and limits defined in this insurance section. During the term of the Contract, the Contractor shall submit renewal certificates with endorsements not less than thirty(30) calendar days prior to expiration of each policy required under this section. The Contractor shall provide insurance coverage that shall be maintained in full force and effect during the term of this Contract, as follows: 1. Commercial General Liability Insurance Policy Provide a Commercial General Liability Insurance Policy, including grant liability,written on an occurrence basis, in adequate quantity to protect against legal liability arising out of Contract activity but no less than $1,000,000 per occurrence. Additionally, the Contractor is responsible for ensuring that any subcontractors provide adequate insurance coverage for the activities arising out of subcontracts. 2. Automobile Liability In the event that performance pursuant to this Contract involves the use of vehicles, owned or operated by the Contractor or its subcontractor, automobile liability insurance shall be required. The minimum limit for automobile liability is $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage. 3. Fidelity Insurance Every officer, director, employee, or agent who is authorized to act on behalf of the Contractor for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other instruments of payment for program costs shall be insured to provide protection against loss: i. The amount of fidelity coverage secured pursuant to this Contract shall be $100,000 or the highest of planned reimbursement for the Contract period, whichever is greatest. Page 20 of 21 Professional Services Contract(#and name and date) Fidelity insurance secured pursuant to this paragraph shall name the Contractor as beneficiary. ii. Subcontractors that receive$10,000 or more per year in funding through this Contract shall secure fidelity insurance as noted above. Fidelity insurance secured by subcontractors pursuant to this paragraph shall name the Contractor as beneficiary. 4. Business Property The Contractor shall provide business property insurance adequate to repair, replace, or recreate any County-owned property in the possession of the Contractor, or data, books, computer programs, plans, specifications, documents, films,pamphlets, reports, sound reproductions, studies, surveys, tapes, and/or training materials produced by the Contractor or any subcontractors in the performance of the work under this contract. 5. Industrial Insurance Waiver The Contractor shall comply with all applicable provisions of Title 51 Revised Code of Washington, Industrial Insurance. If the Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, County may collect from the Contractor the full amount payable to the Industrial Insurance Accident Fund. County may deduct the amount owed by the Contractor to the accident fund from the amount payable to the Contractor by County under this Contract, and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I's rights to collect from the Contractor. 6. Volunteer Medical Protection Contractor shall provide any volunteer who performs any duties related to or covered by this contract with coverage at no cost to the volunteer for immediate, short-term, and long-term medical care that substantially matches employee coverage as described in Title 51 Revised Code of Washington. Page 21 of 21 Lewis County Details of Budget or Request For Budget Amendment Fund 110 Type of appropriation: Department 613 Q Supplemental-has new offsetting revenue Program 0 Emergency-using fund balance Please Discuss Current Budget Uses or Describe a Need For Additional Funding This budget detail is for the County Professional Services Contract between Lewis County and Cascade Mental Health for the contract period of January 01,2018 through June 30,2018.This funding was anticipated. Use of Funds ❑ New Expenditure ❑ New Transfer Out or III Currently Budgeted Account Description BARS Account Number Amount INTRAGOVTL-PROF SVCS 110 612 105 000i 5461 541 41. 001 46,875 J f 1 i 1 11 i , , , Total Use of Funds: $46,875 Source of Funds El New Revenue ❑ Use of Fund Balance ❑ New Transfer In or ❑ Currently Budgeted Account Description BARS Account Number Amount CD-MH-TC Sales&Use Tax 110 000 000 000 313 141 00 00 46,875 Total Source of Funds: $46,875 Elected/Director Date ,t2/42/2 (Y BOCC AGENDA. ITEM SUMMARY Resolution: BOCC Meeting Date: Feb 12,2018 Suggested Wording for Agenda Item: Agenda Type: Consent Approving Professional Services Contract between Lewis County and Cascade Mental Health Care Contact Danette York Phone: 2774 Department: Public Health and Social Services Action Needed: Approve Resolution Description This contract is for the Early Intervention Program, offered by Cascade Mental Health in seven school districts: Boistfort,Centralia,Mossyrock,Napavine,Onalaska,Pe Ell, and Toledo. The contract runs from January 1, 2018 through June 30,2018. Approvals: ' User Group Status York,Danette �/ Pending Carter,,Glc4 Pending Young,Paulette I Pending Cover Letter To Matt Patten Cascade Mental Health Care 2428 West Reynolds Ave Centralia,WA 98531 Additional Copies Sandi Andrus Katie Strozyk Stacey Loftin Suzette Smith Paulette Young Amanda Migliaccio Grace Jimenez •