HomeMy WebLinkAboutCynthia Langston, LLC School-based Mental Health Services Amendment No. 3 - 081825AMENDMENT #3
TO
PROFESSIONAL SERVICES AGREEMENT
Between
Cynthia Langston, LLC
And
The County of Jefferson, a municipal corporation
Dated: September 1, 2025 through June 30, 2026
The Purpose of this Amendment is to extend the Professional Services Agreement (this
Agreement) with Cynthia Langston, LLC (the Contractor) for school -year 2025-2026, and to
include funding for one day of mental health counseling in the Chimacum School -based Health
Center, Chimacum School District #49. The school -year, 37 weeks, September 1, 2025 — June
30, 2026 and addition of funding for one day at $600.00 per day adds $22,200.00 to the total
amount funded by this Agreement. This Agreement is hereby amended as follows:
Section 1. PROJECT DESIGNATION
This amendment renews contract for additional year, 2025-2026 and funds one -
day per week of mental health counseling at $600.00 per day to this Agreement.
Section 2. SCOPE OF SERVICES
The Contractor agrees to perform the services identified on Exhibit "A" attached
hereto including the provision of all labor.
Section 3. TIME FOR PERFORMANCE
This Amendment to this Agreement shall commence on September 1, 2025 and
continue through June 30, 2026.
Section 4. PAYMENT
Payment for work provided by the Contractor shall be made as provided on
Exhibit `B" attached hereto, provided that the total amount of payment to the
Contractor shall not exceed $22,200.00 without written modification of this
Agreement signed by the County.
All other terms and conditions of this Agreement remain in effect and this Agreement,
Amendment 1, and Amendment 2 represents the sum total of the mutual agreement by and
between Cynthia Langston, LLC and the County of Jefferson, a municipal corporation.
APPROVED AND ADOPTED this day of &k4sI , 2025.
(Signature Page: Next Page)
N-22-036-A3 PROFESSIONAL SERVICES AGREEMENT A-3 SBMH 20252026
Signature Page:
JEFFERSON COUNTY WASHINGTON
Board of County Commissioners
Jeff on County, Washington
By:
Hei i Eisenhour, Chair
,:' ee�,d�e1e1111nryrrrrr,,'
O N
.SEAL:SS
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` U)
ATTEST: ' •...... • ' G
/UW
Caroly allaway,
Clerk o the Board
Approved as to form only:
r
r
t� July 21, 2025
Philip C. Hunsucker, Date
Chief Civil Deputy Prosecuting Attorney
CYNTHIA LANGSTON, LLC
Name: �1�✓171��� l ✓I9' ��a�
Title: Lc-S tj
Date:
PROFESSIONAL SERVICES AGREEMENT A-3 SDMH 20252026
EXHIBIT A
SCOPE OF WORK
Contractor will provide drop -in and scheduled mental health counseling in the Chimacum
School -based Health Center one -day per week throughout the school year, 2025-2026. This
Contract work commences on September lst, 2025 and concludes June 30th, 2026.
Contractor will provide a copy of current license and / or credential for the employee who will be
providing the mental health counseling in the Chimacum School -based Health Center.
Throughout the school year provide individual counseling on a variety of issues and concerns
including, but not limited to, substance misuse, anger management, stress, conflict resolution,
relationship issues, hopelessness, support for grief or loss, family and personal violence, and
crisis events.
Work collaboratively with local mental health and substance abuse treatment agencies.
Contractor will provide a yearly report on client (student and families), utilization, referrals,
outcomes at one meeting of the School -based Health Center Advisory Board.
Contractor will send monthly billing invoice, which includes detailed timesheet.
Contractor will collaborate in regular consultations with the SBHC team and school
professionals, including the Student Assistance Professional.
Contractor will provide school district level required background check if requested.
PROFESSIONAL SERVICES AGREE MENT A-3SBMH2O25 2026
EXHIBIT B
Service
Time for
# of Weeks # of
Cost per week
Total Cost
Performance
days per week
Mental Health
September 1,
37 weeks
$600.00
$22,200.00
Counseling
2025 — June 30,
2026
1 1 day per week
PROFESSIONAL SERVICES AGREEMENT A-3 SBMH 20252026
e 615 Sheridan Street
Port Townsend, WA 98368
I www.JeffersonCountyPublicHealth.org
PUblic Health Consent Agenda
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Josh Peters, County Administrator
FROM: Apple Martine, Public Health Director
Denise Banker, Community Health Division Director
DATE: A2 USf- l �� ZZ!
SUBJECT: Agenda Item -Professional Services Agreement - A3,
Cynthia Langston, Cynthia Langston LLC;
September 1, 2025 - June 30,,2026; $22,200.00
STATEMENT OF ISSUE:
Jefferson County Public Health (JCPH), as the fiscal agency for a grant through the Department of Health
(DOH), is requesting Board approval of an amendment no. 3 to the Professional Services Agreement with
Cynthia Langston, Cynthia Langston, LLC; September 1, 2025 — June 30, 2026; $22,200.00.
ANALYSIS/STRATEGIC GOALS/PRO'S and COWS:
This agreement is between JCPH and Cynthia Langston, Cynthia Langston, LLC for behavioral health
counseling to youth who are seeking drop -in behavioral health support and who are enrolled in the Chimacum
Junior Senior High School, Chimacum, Jefferson County, Washington.
FISCAL IMPACT/COST BENEFIT ANALYSIS:
This service agreement is fully funded through the DOH School -based Health Center Operations grant in
support of mental and behavioral health promotion and substance use prevention in the Chimacum School
District.
RECOMMENDATION:
JCPH management requests approval of the Professional Services Agreement Amendment 3 with Cynthia
Langston, Cynthia Langston, LLC; September 1, 2025 — June 30, 2026; $22,200.00.
REVIEWED BY:
(;4A0id&U S� / 1-"� b�
Josh'16,eters, County Administrator Date
Community Health Environmental Public Health
Developmental Disabilities 360-385-9444
360-385-9400 (f) 360-379-4487
360-385-9401 (f) Always working for a safer and healthier community
N-22-036-A3
CONTRACT FORMClear Form
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRAC" l' WITI-1: Cynthia Langston, LLC Contract No: N-22-036-A3
Contract For: School -based mental health services, amend 3 `Penn: 9/l /2025- 6/30/2026
"OUNTY DEPARTMENT: Jefferson County Public Health
Contact Person: Denise Banker
Contact Phone: x 438
Contact email: dbanker@co.jefferson.wa.us
AMOUNT: $22,200.00
Revenue:
Expenditure:
Matching Funds Required:
Sources(s) of Matching Funds
Fund #
M'unis Om,/Obj
$22,200.00
PROCESS: E enipt froin Bid Process
Cooperative Purchase..
C:ompetitiye Sealed Biel
Small Works Roster
Vendor Dist Biel
RFP nor RFQ
✓ Other U.-d—,Vl d.MWA...Np w111,.zWing..h..1
AP1111.0VAL STLPS:
STEP 1: DEPARTMENT CERTIFIES IES COMP E WIT I J�� � �5".0 0 AND CIIAI''I'ER 42.23 RC:W.
CI:,RTI,I+IED �■ N/A:11 June 27.202.5
Signature Date
IST11,11' z: DEPARTMENT CERTIFIES THE IPERSON 'PROPOSED FOR CONTRAGIING WfT.I-1 THEI
COUNTY (CON'l.1RAC'I'OR) HAS NOT 13EE - iDI,,l3ARRE 3 ' NY FEDERAL, STATE, OR L,OC:AI;
AGENCY.
CERTIFIEDN/A: .tune 27 `�U2S
Signature Date
STEP 3: RISK MANAGEMENT REVIEW (will beadded electronically through Laaserficlae):
Electronically approved by Risk Management on 1/18/2025.
Funds for these services are provided from state to county through
consolidated contracts process, which often is delated. Signature process
on this amendment began prior to expiration of contract. Sole -source
provider.
STI�P 44: I".11O.S cuTIN(; ATTORNEY REVIEW.(will be added electronically through Laserlic:he):
Electronically approved as to form. by PAO on 7/11/2025.
The contract expired before the amendment was submitted. Caselaw
makes clear that once a contract has expired; it cannot be amended. A new
contract is needed. There is a risk that someone will complain. Risk
Manager's decision wheher to approve the contra ct.Contract expired
06/30/2025 and new co
STEP S: DEPARTMENT MAKES REVISIONS
PROSECUTING AITORN.FY(I[+, REQUIRED).
STEP 6: CON1'RACTOR SIGNS
STEP 7: SUBMIT TO BOCC FOR APPROVAL
& I.tI?SUI3ilIiTs _,ro RISK MANAGEMENT- AND
AMENDMENT 92
TO
PROFESSIONAL SERVICES AGREEMENT
Between
Cynthia Langston, LLC
And
The County of Jefferson, a municipal corporation
Dated: September 1, 2024 through June 30, 2025
The Purpose of this Amendment is to extend Professional Services Agreement (this Agreement)
with Cynthia Langston, LLC (the Contractor) for school -year 2024-2025, and to include funding
for one day of mental health counseling in the Chimacum School -based Health Center,
Chimacum School District #49. The school -year, 37 weeks, September 11, 2024 — June 30, 2025
and addition of funding for one day at $600.00 per day adds $22,200.00 to the total amount
funded by this Agreement. This Agreement is hereby amended as follows:
Section 1. PROJECT DESIGNATION
This amendment renews contract for additional year, 2024-2025 and funds one -
day per week at $600.00 per day to this Agreement.
Section 2♦ SCOPE OF SERVICES
The Contractor agrees to perform the services identified on Exhibit "A" attached
hereto including the provision of all labor.
Section 3> TIME FOR PERFORMANCE
This Amendment to this Agreement shall commence on September 1, 2024 and
continue through June 30, 2025.
Section 4., PAYMENT
Payment for work provided by the Contractor shall be made as provided on
Exhibit `B" attached hereto, provided that the total amount of payment to the
Contractor shall not exceed $22,200.00 without written modification of this
Agreement signed by the County.
All other terms and conditions of this Agreement remain in effect and this Agreement,
Amendment 1, and Amendment 2 represents the sum total of the mutual agreement by and
between Cynthia Langston, LLC and the County of Jefferson, a municipal corporation.
(Signature Page: Next Page)
N-22-036-A2 PROFESSIONAL SERVICES AGREEMENT A-2 SBMH 2024:..2025
Signature Page:
JEFFERSON COUNTY WASHINGTON
Board of County Commissioners
Jefferson County, Washington
By::
Kate Dean, Chair Date
SEAL:
ATTEST:
o
Carolyn Gallaway,
ti:h- Clerk of the Board
Approved as to form only:
4
August 15, 2024
Philip C. Hunsucker, Date
Chief Civil Deputy Prosecuting Attorney
CYNTHIA LANGSTON, LLC
M.
2 PROFESSIONAL SERVICES AGREEMENT A-2 SBMH 2O24_2025
EXHIBIT A
SCOPE OF WORK
Contractor will provide drop -in and scheduled mental health counseling in the Chimacum
School -based Health Center one -day per week throughout the school year, 2024-2025. This
Contract work commences on September lst, 2024 and concludes June 30th, 2025.
The contractor will provide a copy of current license and / or credential for the employee who
will be providing the mental health counseling in the Chimacum School -based Health Center.
Throughout the school year provide individual counseling on a variety of issues and concerns
including, but not limited to, substance misuse, anger management, stress, conflict resolution,
relationship issues, hopelessness, support for grief or loss, family and personal violence, and
crisis events.
Work collaboratively with local mental health and substance abuse treatment agencies.
Contractor will provide a yearly report on client (student and families), utilization, referrals,
outcomes at one meeting of the School -based Health Center Advisory Board.
Contractor will send monthly billing invoice, which includes detailed timesheet.
Contractor will collaborate in regular consultations with the SBHC team and school
professionals, including the Student Assistance Professional.
Contractor will provide school district level required background check if requested.
3 - PROFESSIONAL SERVICES AGREEMENT A-2 SBMH 2O24 2025
EXHIBIT B
Service
Time for
# of Weeks # of
Cost per week
Total Cost
Performance
days per week
Mental Health
September 1,
37 weeks
$600.00
$22,200.00
Counseling
2024 — June 30,
2025
1 day per week
PROFESSIONAL SERVICES AGREEMENT A-2 SBMH 2024 2025
AMENDMENT #1
TO
PROFESSIONAL SERVICES AGREEMENT
-Between
Cynthia Langston, LLC
And
The County of Jefferson, a municipal corporation
Dated: September 11, 2023 through June 27, 2024
The Purpose of this Amendment is to extend the Professional Services Agreement. (the
"Agreement') with Cynthia Langston; LLC (the "Contractor") for -school -year 2023-2024, and -to
include an additional day of mental health counseling in the Chimacum School -based Health
Center, Chimacum School District #40. The Agreement is hereby amended as follows:
Section 1. PROJECT DESIGNATION
This Amendment adds an additional one -day per week of mental health
.counseling at $600.00 per day to the Agreement.
Section 2. SCOPE OF SERVICES
The Contractor agrees to perform the services identified on Exhibit "A" attached
hereto including the provision of all labor.
Section 3. TIME FOR PERFORMANCE
- This Amendment extends the period of the Agreement through the 2023-2024
school year, 37 weeks, commencing on September 11, 2023 and continuing
through June 27, 2024.
Section 4. PAYMENT
Payment for work provided by the Contractor shall be made as provided on
Exhibit "B" attached hereto, provided that the total amount of payment to the
Contractor shall not exceed $44,400.00 without written modification of this
Agreement signed by the County. This Amendment increases the total payment
due for the Agreement to $67,800.00
All other terms and conditions of the Agreement remain in effect and the Agreement and
Amendment 1 represent the sum total of the mutual agreement by and between Cynthia
Langston, LLC and the County of Jefferson, a municipal- corporation.
(Signature Page: Next Page) -
N-22-036-Al AMENDIVIENI" I TO PROFESSIONAL SERVICES AGREENiGNT SBMH 20232024,
Title:
Date,. -
Clerk of the Board
Approved as to form only:
August ;16, 2023
Philip C. Hunsucker, Date
Chief Civil Deputy Prosecuting Attorney
AMENDMENT I TO PROFESSIONAL SERVICES AGREEMENT SBMl-I 2023_2024
EXHIBIT A
SCOPE OF WORK
Contractor will provide drop -in and scheduled mental health counseling in the Chimacum
School -based Health Center two -days per week throughout the school year, 2023-2024. This
work commences on September 1 lth, 2023 and concludes June 27th, 2024.
Contractor will provide a copy of current license and / or credential for the employee who will
provide the mental Health counseling in the Chimacum School -based Health Center.
Throughout the school year, Contractor will provide individual counseling on a variety of issues
and concerns including, but not limited to, substance misuse, anger management, stress, conflict
resolution, relationship issues, hopelessness, support for grief or loss, family and personal
violence, and crisis events.
Contractor will work collaboratively with local mental. health and substance abuse treatment
agencies.
Contractor -will provide a yearly report,on client (student and families) utilization, referrals,
outcomes at one meeting of the Empowered Teens Coalition, Chimacum.
Contractor will collaborate in regular consultations with the SBHC team of heath and school
professionals, including Empowered Teens Coalition Coordinator and Student Assistance
Professional.
Contractor will implement a Positive Action Program with youth seeking, services.
Contractor will use a survey provided by Empowered Teens Coalition Coordinator to pre and
post survey each client.
Contractor will provide a school district level required background check if requested.
MCS Counseling services will provide supervision Ix weekly.
Empowered Teens Coalition, Chimacum will arrange" and provide training in Positive Action
Curriculum.
AMENDMENT I TO PROFESSIONAL SERVICES AGREEMENT SSMH 2O23_2024
Service Time for # of Weeks # of Cost per Week Total Cost
Performance da s. er.,week
Mental Health "September 11, ' 37 weeks $1200.00 $44,400.00
Counseling 2023 — June 27,
2024 2 days. er week
AMENDMENT I TO,, PROFESSIONAL SERVICES AGREEMENT SBMH 2023_2024
PROFESSIONAL. SERVICES AGREEMENT FOR
For School -based Health Center 1&!talAealth Co.tiizkHp
THIS PROFESIONAL SERVICES AGREEMENT ("this Agreement") is entered into between
the County -of Jefferson, a municipal corporation ("the County"), and Cynthia Langsto , lDBA.
C rlliiia Langstota, LLC',("the Contractor"), in consideration of the mutual benefits, terms, and
conditions specified below.
-t l)esitu anon:. The Contractor is retained by the County to perform the
following Project: School based Health Services Counselingoone-day12er week in
2. 'S e o1 Soi zces.,' Contractor agrees, to perform the services identified on Exhibit
"A" attached hereto including the provision of all labor.
3. Tithe fc r,&doimarlce . This Agreement shall commence on September.6, 2022 and
continue through, June 1.64023. Work performed consistent with this Agreement
during its term; put prior to the adoption of this Agreement, is hereby ratified. The
Contractor shall perform all services pursuant to this Agreement as outlined on
Exhibit "A". Time is of the essence in the performance of this Agreement.
4. � vier t.. The Contractor shall be "paid by the County for completed work and for
services rendered under this Agreement as follows:
a. Payment for the work provided by Contractor shall be made as provided on
Exhibit "B" attached hereto, provided that the total amount of payment to
Contractor shall not. exceed $ 23400.00 without express written modification of
the Agreement signed by the County.
b. Invoices must be submitted by the -15u' of the month for the previous month's,
expenses. Such invoices.will be checked by the County, and upon approval
thereof, payment will be made to the Contractor in the amount approved. Failure
to submit timely invoices and reports pursuant to Exhibit B of the Agreement may
result in a denial of reimbursement. Invoices not submitted within 60 days may
be denied.
c. Final payment of any balance due the Contractor of the total contract price earned
will be made promptly upon its ascertainment and verification by the County after
the completion of the work and,submittal of reports under this Agreement and its
acceptance by the County.
d. Consultant shall -provide invoices and necessary backup documentation for,all
services including timesheets and statements (specifying the services provided).
Any indirect. charges -require the submittal of an indirect cost methodology and
rate using 2 C.F.R. Part 255 and 2 C.F.R. Part 230.
Professional Services Agreement, Cynthia. Langston, SBMH 2O22 2023 Page 1 of 14
N-22-036
e. The Contractor's records and accounts pertaining to this Agreement.are to be kept
available for inspection by representatives of the County and state for a period of
six (6) years after final,payments. Copies shall be made available upon request.
5. Ou?iiersli p ixd Cise- f Documents, All non -confidential or de -identified documents,
drawings, specifications;. and other materials produced by the Contractor in
connection with the services rendered under this Agreement shall be.the property of
the County whether the project for which they are made is executed or not. The
Contractor shall be permitted to retain copies, including reproducible copies, of
drawings and specifications for information, reference and use in connection with
Contractor's endeavors. Contractor shall not be held liable for reuse of documents or
modifications thereof, including electronic data, by County or its representatives for
any,purpose other than the -intent of this Agreement..
6. Coiripliaiic wl h L aWs., Contractor shall, in performing the services contemplated by
this Agreement, faithfully observe and comply with all federal, state, and local laws,
ordinances and regulations, applicable to the services to be rendered under this
Agreement.
7. Audit. An audit will be submitted to the County upon request. Upon request,
Contractor will submit the most recent financial audit within 30 days.
a.- Upon request the County shall have the option of performing an onsite review of
all records, statements, and documentation.
b. If the County finds indications of potential non-compliance during the monitoring
process, the County shall notify Contractor within ten (10) days. County and
Contractor shall meet to discuss areas of contention in an attempt to resolve.
issues.
c. Audit will provide statements consistent with the guidelines of Reporting.for
Other Non -Profit Organizations AICPA SOP 78-10, and is performed in
accordance with generally accepted auditing standards and with Federal Standards
for Audit of Governmental Organizations, Programs, Activities and Functions,
and meeting all requirements of 2 C.F.R. Part 200, as applicable.
Indemnification... The Contractor shall defend, indemnify and hold the County, its
officers, officials, employees, agents and volunteers (and their marital communities)
harmless from any claims, injuries, damages, losses or. suits, including attorney's-fees,
arising out of or resulting from the acts, errors or omissions of the Contractor in
performance of this Agreement,. except for injuries and damages caused by the sole
negligence. of the County. Should a court of competent jurisdiction determine this
Agreement is subject to RCW 4_24.1 I_5 if liability. for damages occurs arising out of
bodily injury to persons or damages to property caused by or resulting from the
concurrent negligence of the Contractor and the County, its officers, officials,
employees, agents and volunteers (and their marital communities) the Contractor's
liability, including the duty and cost to defend, shall be only for the Contractor's
Professional Services Agreement, Cynthia Langston SBMH 20222023 Page 2 of 14
negligence. It is further specifically -understood that the indemnification provided
constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51
RCW; solely for the purposes of this indemnification. This waiver has --been mutually
negotiated bythe parties: This section shall survive the expiration or termination of
this Agreement.
9. Insurance. Prior to commencing. work, -the Contractor shall obtain at its. own cost and
expense the following insurance coverage specified below and shall keep. such
coverage in force during the terms of the Agreement.
a. Commercial Automobile Liability Insurance providing. bodily injury and property .
damage liability coverage for all ownedand non -owned vehicles assigned to or
used in the performance`of the workfor a combined single limit of not less than
1500,000 each occurrence with the County named as an additional insured in
connection with the Contractor's performance of this Agreement. This insurance
shall indicate.on the certificate of insurance'the following coverage: (a) Owned
automobiles; (b) Hired automobiles; and, (c) Non -owned automobiles'
b. Commercial General-Liability'Insurance in an amount not less than a single limit
of one million dollars .($1,000,000) per occurrence and, an aggregateof not less,
than two times -the occurrence amount ($2,000,000'.00 minimum) for bodily
injury, including death and_property,damage, unless "a greater amount is specified
in the contract specifications. The, insurance coverage shall" contain no limitations
on the scope of the protection, provided and include the following' minimum
coverage:
i. -,Broad Form Property- Damage, "with no employee exclusion;
ii. Personal Injury Liability,— including extended bodily injury;
iii. Broad Form Contractual/Commercial. Liability — including coverage for
products and completed operations;
iv • Premises —'Operations Liability (M&C);
V. Independent Contractors and subcontractors;
vi. _Blanket Contractual Liability.
C. Professional Liability Insurance. The Contractor shall maintain professional
liability insurance against legal liability arising out of activity related to the
performance of this Agreement, on a form acceptable for Jefferson County Risk .
Management in the amounts of not less than $100000 Each Claim and -
$2,000,000 Aggregate:. The professional liability insurance policy-should.be on
` an "occurrence" form. - If the professional liability policy_ is "claims made," then
an extended reporting periods. coverage (tail coverage) shall.be purchased for
three (3) years afterthe end -of this Agreement, at the Contractor's sole expense:
The Contractor agrees the Contractor's insurance obligation to provide
Professional Services Agreement; Cynthia Langston SBNM 2O22 2023 Page of 14
professional liability insurance shall survive the completion or termination of this
Agreement for a minimum period of three (3) years.
d. The. County shall be named as an "additional named insured" under all insurance
policies required by this Agreement, except Professional Liability Insurance when
not allowed by the insurer.
e. Such insurance coverage shall be -evidenced by one of the following methods:
(a) Certificate of Insurance; or, (b) Self-insurance through an irrevocable Letter of
Credit from a qualified financial institution.
f. The Contractor shall furnish the County with properly executed certificates of
insurance,that, at a minimum, shall include: (a) The limits of overage; (b) The
project name to which it applies; and, (c) The certificate holder as Jefferson
County, Washington and its elected officials, officers, and employees with the
address of Jefferson County Public Health 615 Sheridan Street, Port Townsend,
WA 98368. If the proof of insurance or certificate indicating the County is an
"additional insured" to a policy obtained by the Contractor refers to an
endorsement (by number or name) but. does not provide the full text of that
endorsement, then it shall be the obligation of the Contractor to obtain the full text
of that endorsement and forward that full text to -the County. Certificates. of
coverage as required by this section shall be delivered to the County within fifteen
(15) days of execution of this Agreement.
g. Failure of the Contractor to take out or maintain any required insurance shall not
relieve the Contractor from any liability under this Agreement, nor shall the
insurance requirements be construed to conflict with or otherwise limit the
obligations concerning indemnification of the County.
h. The Contractor's insurers shall have no right of recovery or subrogation against
the County (including its employees and other agents and agencies), it being the
intention of the parties that the insurance policies; with the exception of
Professional Liability Insurance, so. affected shall protect both parties and be
primary coverage for all losses covered by the above described insurance:
i Insurance companies issuing the policy or policies shall have no recourse against
the County (including its employees and other agents and agencies) for payment
of any premiums or for assessments under any form of policy.
j. All deductibles in the above described insurance policies shall be assumed by and
be at the sole risk of the Contractor.
k. Any deductibles or self -insured retention shall be declared to and approved by the
County prior to the approval of this Agreement by the County. At the option of
the County, the insurer shall reduce or eliminate deductibles or self -insured
retention; or the Contractor shall procure a bond guaranteeing payment of losses
and related investigations, claim administration and defense expenses.
Professional Services Agreement, Cynthia Langston SBMH 20222023 Page 4 of 14
1. Any judgments for which the County, may be liable,. in excess of insured amounts
required by: this Agreement, or any portion thereof, may be withheld from
payment dues or to become due, to the Contractor until the Contractor shall
fiirnish additional security covering such judgment as may be determined by the
County.
m. Any coverage for; third parry liability claims provided to the County by & "Risk
Pool" created pursuant to Ch. 48.62 RCW shall be non-contributory with respect
to any policy of insurance the Contractor must provide in order to comply with
this Agreement.
n. The -County may, upon the Contractor's -failure -to comply with all provisions of
this Agreement relating to insurance; -withhold payment or compensation that.
would otherwise be due 'to the Contractor.
o. The Contractor's liability insurance provisions shall'.be primary and
noncontributory withirespect to any insurance or self-insurance programs
covering the County, its elected and appointed officers, officials, employees, and
agents. -
p. Any failure to comply with reporting provisions of the insurance policies shall not
affect coverage provided to the County, its off cers, officials, employees, or
agents.
q. The Contractor's insurance shall;apply separately to each insured against whom
claim is made or suit is brought, except with respect to the, limits of the insurer's
.. liability.
r The Contractor. shall include all subcontractors as insured under its insurance'
-policies or shall furnish; separate certificates and endorsements for each V
subcontractor. All insurance provisions for subcontractors shall be subject to all
the requirements stated herein.
s. .The insurance'limits mandated for any insurance coverage r_equiredby this
Agreement are not intended to be an of exposure nor are they
-limitations on indemnification.
t. The Contractor shall maintain all required insurance policies in force from the
time services commence until services are completed. Certificates, insurance
policies, and endorsements expiring before completion -of services .shall be
promptly replaced. All the`insurance policies required by this Agreement shall
provide that thirty (30) days prior to, cancellation, suspension; reduction or
material change in the policy, notice of same shall be given to the Jefferson
County Public' Health Contracts_ Manager by registered mail, return receipt
requested.
u. The Contractor shall place insurance with insurers: licensed to do business in the
State of,Washington and having A.M..,BestCompany ratings of no less than A
Professional Services Agreement, Cynthia Langston SBMH 2022 2023 Page 5 ,of 14
with the exception that excess and umbrella coverage used to meet the
requirements for limits of liability or, gaps in coverage need not be placed with
insurers or re -insurers licensed in the. State of Washington.
v. .The County reserves the right to request additional- insurance on an -.individual
basis for extra'hazardous contracts and specific, service agreements.
10.'Work ;r's .0 rnnensation Jodustnal Inst ranee i
a. If and only if the Contractor employs any person(s) in the status of employee or
employees separate from or in addition to any equity owners, sole proprietor,
partners, owners'or shareholders of the Contractor, the Contractor shall maintain .
. workers' compensation insurance at its own expense, as required by Title 51
RCW, for the term of this Agreement and shall provideevidence of coverage to
Jefferson County Public Health, upon request.
b.' Worker's compensation insurance covering all employees with limits meeting all
applicable state and federal laws. This coverage shall include Employer's .
Liability with limits meeting all applicable state And federal laws.
c. This coverage shall, extend -to any subcontractor that does not have their own
worker's,compensation and employer's liability'insurance..
d. The Contractor expressly waives by mutual negotiation all immunity and
limitations on liability, with respect to the County, under any industrial insurance
act, disability benefit act, or other -employee benefit act of any jurisdiction which
would otherwise be applicable in the case of such claim..
e.. Ifthe County incurs any, costs to enforce the, provisions of this subsection, all cost
and fees shall be recoverable from the Contractor:
11. Indenendent`Cortraetor The Contractor and the. County -agree that the -Contractor is,
an independent contractor with respect to the services provided pursuant to this
Agreement., The Contractor specifically has the right to direct and control
Contractor's own activities, and the activities of its subcontractors, employees,
agents, and representatives,"in providing the agreed services in accordance with. the
specifications -set out in this Agreement. Nothing in this Agreement shall be
considered to create the relationship of employer and employee between the parties.
:Neither Contractor nor any employee of Contractor shall be entitled to ,any benefits .
accorded County employees by virtue of the services provided under this Agreement;
including, but not limited to: retirement,, vacation pay; holiday pay; sick leave pay;
medical, dental, or -other insurance benefits fringe benefits; or any other ri
ghts or'
privileges afforded to Jefferson County employees. The County shall"_notbe `
responsible for withholding or otherwise deductingfederal income tax or social`
security or for contributing to the state industrial insurance program; otherwise
assuming the duties of an employer with respect to_Contractor, or any employee of
Contractor:
Professional Services Agreement, Cynthia Langston SBMH 20222023 Page 6 of 14
12. �ubeontra�te�-uirea�enf..
a. The Contractor is responsible for meeting all terms and conditions of this
Agreement including standards of service, quality of.materials and workmanship,
costs, and schedules. Failure of a subcontractor to perform is no defense to a
breach of this Agreement. The Contractor assumes responsibility for and all
liability for the actions and quality of services performed by any subcontractor.
b. Every subcontractor must agree in writing to follow every term of this
Agreement. The Contractor must provide every subcontractor's written
agreement to. follow every term of this Agreement before the subcontractor can
perform any services under this Agreement. The Public Health Director or their
designee -must approve any proposed subcontractors in writing.
c. Any dispute arising between the Contractor and any subcontractors or between
subcontractors must be resolved without involvement of any kind on the part of
the County and without detrimental impact on the .Contractor's performance
required by this Agreement.
13. Covenant Against Contingent Fees-. The Contractor warrants that he has not
employed or retained any company or person, other than a bona fide employee
working solely for the Contractor, to solicit or secure this Agreement, and that -he has
not paid or agreed to pay any company or person, other than a bona fide employee
working solely for the 'Contractor, any fee, commission, percentage, brokerage fee,
gifts, or any other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, the County shall
have the right to annul this Agreement without liability or, in its discretion to deduct
from the contract price or consideration, or otherwise recover, the full amount of such
fee, commission, percentage, brokerage fee, gift, or contingent fee.
14. -Discrimination Prohibited. The Contractor, with regard to the work performed by it
under this Agreement, will not discriminate on the grounds of race, color, national
origin, religion, creed, age; gender, sexual orientation, material status, sex, or the
presence of any physical or sensory handicap in the selection and retention of
employees or procurement of materials or supplies.
15. N7 Assrgxtnient The Contractor shall not sublet or assign any of the services covered
by this Agreement without the express written consent of the County. Assignment
does not include printing or other customary reimbursable expenses that may be
provided in an agreement.
16. 'Nbg ` ,6Ve . Waiver by the County of any provision of this Agreement or any time
limitation provided for in this Agreement shall not constitute a waiver of any other
provision.
Professional Services Agreement, Cynthia Langston SBMH 20222023 Page 7 of 14
17. Termination. ,
a. The County reserves the right to, terminate this Agreement at any time by giving
ten (10) days written notice to the Contractor.
b. In the event of the death of a:member, partner, or officer of the. Contractor, or any
of its supervisory personnel assigned to the project, the surviving members of 'the
Contractor hereby agree to .complete the work under the terms of this Agreement,
if requested to do so by the County. This section shall not be`a bar to
renegotiations -of this Agreement between surviving members of the.Contractor
and the County, if the County so chooses.
c. The County reserves the'right to.terminate this contract in whole or in part, with
10, days' notice, in the event that expected or actual funding from any funding
source is withdrawn, reduced, or limited in any after the,effective date of this
agreement. In the event of termination under this clause, the County shall be
liable for only payment for services rendered prior to the effective date of "
termination.
18. Notices. All notices or other communications which any party desires or is required
to give shall be given in- writing and shall be deemed=to. have been given if hand -
delivered 'sent by facsimile, email, or mailed by depositing in the United States mail, "
prepaid to the party at the, address listed below or such other address as a party may
designate in writing from time to time. Notices `to the County shall be sent to the
following address:
Jefferson County Public Health Department
615 Sheridan Street
Port Townsend, WA 98368
Notices to -Contractor shall be sent to the following- address:
Cynthia Langston X Cynthia Langston LLC
191 Rainier Ln.
Port Ludlow, WA 98365
19. Irate n'ated Agreement.. This Agreementtogether with attachments or addenda
represents the -entire and integrated Agreement betweemthe County and the
Contractor and supersedes all prior negotiations,- representations, or agreements
written or oral. No representation or promise not"expressly contained in this
Agreement has been made. This Agreement supersedes. all prior or simultaneous
representations, discussions; negotiations; and agreements, whetherwritten or oral, by
the County within the scope of this Agreement. The Contractor ratifies and adopts all
statements, representations, warranties, covenants, and agreements contained in its
proposal, and the supporting material submitted by the Contractor,, accepts this
Agreement and agrees to all of the terms and conditions of this Agreement.
20. ��eatton of this AgeementThis Agreement may be amended only by written
instrument signed by both County and Contractor. '
Professional Services Agreement, Cynthia Langston SBMH 2O22 2023 Page 8`_of 14
21. "Disnuts The parties agree to use their best efforts to prevent and resolve -disputes
before they escalate into claims or, legal actions. Any disputed issue not resolved
pursuant to the terms of this Agreement shall be submitted in writing within 10 days
to the County Risk Manager, whose decision in the matter shall be final, but shall be
subject to judicial review. If either party deem it necessary to institute legal action or
proceeding to enforce any right or obligation under this Agreement, each party in"
such action shall bear the cost of its own attorney's fees and court costs.; Any legal
action shall be initiated in the Superior Court of the State of Washington for Jefferson
County. The parties agree that all questions shall be resolved by application of
Washington law and that the parties have the right of appeal from such decisions of
the Superior Court in accordance with the laws of the State of Washington. The
Contractor hereby consents to the personal jurisdiction of the Superior Court of the
State of Washington for Jefferson County.
22. Sectib eadings;,. The headings. of the sections of this Agreement are for
convenience of reference only and are not intended to restrict, affect, or be of any
weight in the interpretation or construction of the provisions of the sections or this
Agreement.
23. Limits d A`ny WaiV& ofDefauft No consent by either party to, or waiver of, a
breach by either party, whether express or implied, shall constitute a consent to,
waiver of, or excuse of any other, different, or subsequent breach by either party.
24. No Or ra ver No term or provision of this Agreement will be considered, waived
by either party, and no breach excused by either party, unless such waiver or consent
is in writing signed on behalf of the party against whom the waiver is asserted.
Failure of a party to declare any breach or default immediately upon the occurrence
thereof, or delay in taking any action in connection with,, shall not waive such breach
or, default.
25. `gee{erability; Provided it does not result in a material change in the terms of this
Agreement, if any provision of this Agreement or the application of this Agreement to
any person or circumstance = shall be invalid, illegal,or unenforceable to any extent,
the remainder of this Agreement and the application this Agreement shall not be
affected and shall be enforceable to the fullest extent permitted by law.
26. Bindin on &ticcessors fis and-Assfaim This Agreement shall be binding upon
and inure to the benefit of the parties' successors in interest, heirs, and assigns.
27. No Assignment- The Contractor shall not sell, assign, or transfer any of rights
obtained by this Agreement without the express written consent of the County.
28. M) `.`hirtl-party I3er:eficiarie"s., The parties do not intend, and nothing in this
,Agreement shall be construed to mean, that any provision in this Agreement is -for the
benefit of any person or entity who is not a party.
Professional Services Agreement, Cynthia Langston SBMH 20222023 Page 9 of 14
29.';'graure i Counterparts. The parties agree that separate copies of this Agreement
maybe signed -by each of the parties and this Agreementshall have the same force
and effect as if all the -parties had signed -the original.
30._bactl(e andlcctronicignatures. The parties agree that facsimile and'electronic
signatures shall have, the same force -and effect as original signatures.
31. Awns=L:engtlalans. The parties agree that this Agreement has been
negotiated at arms -length, with the assistance and advice 'of competent, independent
legal counsel.
32.:.Piablic'Records Pict. Notwithstanding the provisions of this Agreement to the
contrary, to the extent any record, including any electronic, audio, paper or other
media, is required to be kept or indexed as a -public record in accordance with, the
Washington Public Records Act, Chapter 42.56 RCW, as may hereafter be amended,
-the Contractor agrees. to maintain all records constituting public records and to
produce or assist the Countyri producing such records, within the time frames and
parameters set forth in state law. The Contractor further agrees,that upon receipt of
any written public record request, Contractor shall,- within two business days, notify
the County by providing -a copy of the..request per the notice, provisions of this
Agreement.
33. ebnf'dentiality. Withrespect to all information relating to County that is confidential
and clearly so designated, as required by the Health Insurance Portability and
Accountability Act (HIPAA) and any other applicable privacy laws; the Contractor
agrees to keep such `information -confidential. The Contractor shall not disclose,
transfer, or sell any such information to any party, except as provided by law or, in .
the case of personal information, with -the prior, written consent of the person to whom
the personal information pertains. The Contractor shall maintain the confidentiality
of all personal information arid- other information gained by reason of this Agreement,
and shall return or certify the destruction of such information if requested in writing
by Jefferson County. This Agreement, once executed, will be a "public record"
subject to production to a third party if sarrie is,requested pursuant to the Washington
Public Records Act, Chapter 42.56 .RCW, as may hereafter be amended.
34-. Criminal Histoi l a`ck` ound.Check. Each of the Contractor's employees, the
employees of any, of the Contractor's approved subcontractor, or volunteers used by
the Contractor shalt submitto'a Washington State Patrol fingerprint identity and
criminal history check before they are authorized to perform- services for -the Project.
The.County agrees.to bear all reasonable costs incurred in the performance of this
fingerprint identity and criminal history check.` Contractors who may or will have
regular access or limited access -to any juveniles shall also:
a.. _. Require -that each of the Contractor's employees, the employees of any of the
Contractor's approved subcontractor, or volunteersused by the Contractor
undergo not less often than once every three (3).years another Jefferson -County
approved criminal history, and background check;
Professional Seivices-Agreement, Cynthia Langston SBMH 20222023 Page 10 of 14
b. Ensure all employees, subcontractors, or volunteers are knowledgeable about the
requirements of RCW 13.40.570 and of the new crimes included in RCW 9A.44,
Sexual Offense;
c. Sign the Contractor Requirements for Responding to Situation of Sexual
Misconduct Form, and shall submit to Jefferson County with signed Agreement.
DATED this day of , 2022.
(SIGNATURES FOLLOW ON THE NEXT PAGE)
Professional Services Agreement, Cynthia Langston SBMH 20222023 Page 11 of 14
SIGNATURE PAGE
JE ` ERSON COUNTY WASMNGTON
Board of County Commissioners
Jefferson County, Washington
r C
By.
Heidi` elil oChair Date
By:.
Kate dean c6raisgioner Date
By:
Commissioner Date
"a
f�j y
Carolyn Gallaway Date
Clerk of the Board
Aprove; to form only:
August 13, 2022
Philip C. Hunsucker, Date
Chief Civil Deputy Prosecuting Attorney
Cynthia Langston, Cynthia Langston
LLC
Port Ludlow, WA 98365
Name:
Title:
Date:
Professional Services Agreement, Cynthia Langston SBMH 20222023 Page 12 of 14
EXHIBIT A
SCOPE OYWORK
Contractor will "provide drop -in and, scheduled mental health counseling in the Chimacum
School -based Health, Center one. -day. per week throughout the school year," 2022-2023. This work
commences on September 6th, 2022 and concludes June l6th, 2023. ,
The contractor will provide a copy of current license and / or credential for the employee who
providing g will be rovidin the mental health counseling in the Chlmacum School -based Health Center."
Contractor will provide "new client sheet" for every new client to services at School -based
Health Center, Chimacum.
Contractor will complete "visit detail sheet' to collect information about reason for visit,
referrals, and satisfaction with services at every session. -
Contractor will provide a, yearly report on client (student and families), utilization, referrals,
outcomes.
Contractor will collaborate- in regular consultations with the SBHC team of heath_ and school.
.professionals.
Contractor will provide school district level required background check if requested.
MCS Counseling services will provide supervision lx weekly.
Professional Services Agreement, Cynthia Langston SBMH 2O22 2023 Page 13 of 14
EXHIBIT B
Professional Services Agreement, Cynthia Langston SBMH 20222023 Page 14 of 14