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HomeMy WebLinkAboutOlympic Community Action Programs (OlyCAP) Community Center Management Services - 032326 PROFESSIONAL SERVICES AGREEMENT FOR MANAGEMENT OF JEFFERSON COUNTY'S COMMUNITY CENTERS IN CHIMACUM, QUILCENE AND BRINNON.WASHINGTON THIS PROFESSIONAL SERVICES AGREEMENT FOR MANAGEMENT OF JEFFERSON COUNTY'S COMMUNITY CENTERS IN CHIMACUM, QUILCENE AND BRINNON, WASHINGTON("this Agreement")is entered into between the County of Jefferson,a municipal corporation ("County"), and Olympic Community Action Programs (UBI Number 600 443 619, "Contractor"), in consideration of the mutual benefits,terms, and conditions specified below. 1. Project Designation.Contractor is retained by County to perform the following Project: To operate the Community Centers owned by Jefferson County located in the Tri-Area at 10 W Valley Rd,Chimacum, WA 98325,294952 US-101,Quilcene, WA 98376,and 306144 US-101, Brinnon, WA 98320(collectively"Centers"). 2. Scope of Services. Contractor agrees to perform the services identified on Exhibit A attached hereto including the provision of all labor. 3. Time for Performance.This Agreement shall commence on April 1.2026 and continue through March 31.2031.Work performed consistent with this Agreement during its term, but prior to the adoption of this Agreement, is hereby ratified.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. Payment.Contractor shall be paid by 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 in this section 4,provided that the total amount of payment to Contractor shall not exceed the amounts per year and in total in Exhibit B. inclusive of all operating expenses. b. Invoices. i. Contractor shall submit itemized invoices by the fifteenth (15th)day of the month for the previous month's expenses, unless otherwise agreed in writing by the parties. County shall review each invoice promptly and shall notify Contractor in writing of any identified deficiency, omission, or disputed charge within fifteen (15) business days after receipt. If County does not provide such written notice within that period, the invoice shall be deemed administratively sufficient for processing, subject to correction, additional documentation or cure as authorized by section(4)(b)(ii). ii. Contractor shall have thirty (30) business days after receipt of County's written notice to provide correction, additional documentation or cure any identified deficiency.County shall not deny reimbursement for an otherwise allowable charge without first providing Contractor a reasonable opportunity to cure. 1 iii. County shall pay all undisputed amounts within thirty (30) days after receipt of invoice. County shall not withhold payment of undisputed amounts solely because a portion of an invoice is disputed or under review. iv. Disputed amounts shall be resolved pursuant to section 22(Disputes). c. Final payment of any disputed amounts shall be made promptly upon completion of the dispute resolution process outlined in section 22. d. If County terminates Contractor pursuant to section 18 for reasons that does not result from Contractor's uncured material default, County shall pay Contractor within thirty (30)days of termination for: i. All services properly performed consistently with the requirements of this agreement through the effective date of termination; ii. All approved and documented unreimbursed costs incurred prior to the effective date of termination; iii. All approved and non-cancellable obligations incurred by Contractor in reasonable reliance on this Agreement prior to receipt of the termination notice; and iv. (d) All reasonable, documented transition, closeout, and wind-down costs directly resulting from the termination. 5. Ownership and Use of Documents. All non-confidential or de-identified documents, drawings, specifications, and other materials produced by Contractor in connection with the services rendered under this Agreement shall be the property of County whether the project for which they are made is executed or not. 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. Compliance with Laws. 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. Maintenance of Records. a. Each party shall maintain books, records, documents and other evidence that sufficiently and properly reflect all direct and indirect costs expended by either to perform this Agreement. These records shall be subject to inspection, review or audit by personnel of both parties,other personnel duly authorized by either party,the Office of the State Auditor, and federal officials so authorized by law. b. All books, records, documents, and other material relevant to this Agreement will be retained for six years after expiration of agreement. The Office of the State Auditor, 2 federal auditors,the Jefferson County Auditor,and any persons duly authorized by the parties shall have full access and the right to examine these materials during this period. c. If any litigation, claim or audit is started before the expiration of the six(6)year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. d. Records and other documents,in any medium,furnished by one party to this Agreement to the other party, will remain the property of the furnishing party, unless otherwise agreed. 8. Audit. An audit will be submitted to County upon request. Upon request, Contractor will submit the most recent financial audit within 30 days. a. Upon request, County shall have the option of performing an onsite review of all records, statements, and documentation. b. If County finds indications of potential non-compliance during the monitoring process, 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. 9. Indemnification. a. Contractor shall indemnify and hold harmless County, its past or present employees, officers, agents, elected or appointed officials or volunteers (and their marital communities), from and against all claims, losses or liability, or any portion thereof, including reasonable attorney's fees and costs, arising from injury or death to persons, including injuries, sickness, disease or death to Contractor's own employees, or damage to property occasioned by a negligent act, omission or failure of Contractor. Contractor shall be liable only to the extent of Contractor's proportional negligence. b. Contractor specifically assumes liability for actions brought against County by Contractor's employees, including all other persons engaged in the performance of any work or service required of Contractor under this Agreement and,solely for the purpose of this indemnification and defense and solely to the extent required in section(9)(a). 3 c. Contractor specifically waives any immunity under the state industrial insurance law, title 51 RCW, and limited to only the indemnity stated in section 9. This waiver and immunity shall not be construed as any broader waiver of statutory immunity or limitation of liability. Contractor recognizes that this waiver was specifically entered into pursuant to provisions of RCW 4.24.115 and was subject of mutual negotiation.If County incurs any costs to enforce the provisions of this subsection, all cost and fees shall be recoverable from Contractor. d. This section shall survive the expiration or termination of this Agreement. 10. Insurance. Prior to commencing work, 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 this Agreement. a. Commercial Automobile Liability Insurance providing bodily injury and property damage liability coverage for all owned and non-owned vehicles assigned to or used in the performance of the work for a combined single limit of not less than$500,000 each occurrence with County named as an additional insured in connection with Contractor's performance of this Agreement. This insurance shall indicate on the certificate of insurance the following coverage:(i)Owned automobiles;(ii)Hired automobiles;and, (iii)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 aggregate of not less than two (2)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; and, vii. Employer's Liability or"Stop Gap"coverage. c. Professional Liability Insurance liability insurance against legal liability arising out of activity related to the performance of this Agreement,on a form acceptable to Jefferson County Risk Management, with a limit of not less than in the amount of at least one million dollars($1,000,000). The professional liability insurance policy should be on 4 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 after the end of this Agreement,at Contractor's sole expense. Contractor agrees its obligation to provide professional liability insurance shall survive the completion or termination of this Agreement for a minimum period of three(3)years. d. County shall be included as an additional insured under Contractor's Commercial General Liability and Commercial Automobile Liability policies,but only with respect to liability arising out of Contractor's negligent acts or omissions in the performance of this Agreement. County shall not be required to be an additional insured under Professional Liability coverage unless such status is commercially available and permitted by the insurer. All 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. e. Contractor shall furnish County with properly executed certificates of insurance that, at a minimum, shall include: (i)The limits of overage;(ii)The project name to which it applies; (iii) The certificate holder as Jefferson County, Washington and its elected officials, officers, and employees with the address of Jefferson County Risk Management, P.O. Box 1220, Port Townsend, WA 98368, and, (iv)A statement that the insurance policy shall not be canceled or allowed to expire except on thirty (30) days prior written notice to County. If the proof of insurance or certificate indicating County is an "additional insured" to a policy obtained by 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 Contractor to obtain the full text of that endorsement and forward that full text to County. Certificates of coverage as required by this section shall be delivered to County within fifteen(15)days of execution of this Agreement. f. Failure of Contractor to take out or maintain any required insurance shall not relieve 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 County. g. Contractor's insurers shall have no right of recovery or subrogation against 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. h. Insurance companies issuing the policy or policies to Contractor shall have no recourse against County(including its employees and other agents and agencies)for payment of any premiums or for assessments under any form of policy. i. All deductibles in the above-described insurance policies shall be assumed by and be at the sole risk of Contractor. 5 j. Any deductibles or self-insured retention shall be declared to and approved by County prior to the approval of this Agreement by County.At the option of County,the insurer shall reduce or eliminate deductibles or self-insured retention, or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. k. Insurance companies issuing Contractor's insurance policy or policies shall have no recourse against County (including its employees and other agents and agencies) for payment of any premiums or for assessments under any form of insurance policy. 1. Any judgments for which County may be liable, in excess of insured amounts required by this Agreement, or any portion thereof, may be withheld from payment due, or to become due, to Contractor until Contractor shall furnish additional security covering such judgment as may be determined by County. m. Any coverage for third party liability claims provided to County by a "Risk Pool" created pursuant to chapter 48.62 RCW shall be non-contributory with respect to any policy of insurance Contractor must provide in order to comply with this Agreement. n. County may,upon Contractor's failure to comply with all provisions of this Agreement relating to insurance, withhold payment or compensation that would otherwise be due to Contractor. o. Contractor's liability insurance provisions shall be primary and noncontributory with respect to any insurance or self-insurance programs covering 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 County, its officers, officials, employees, or agents. q. 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. Contractor shall include all subcontractors as insured under its insurance policies or shall furnish separate certificates and endorsements for each subcontractor. All insurance provisions for subcontractors shall be subject to all the requirements stated herein. s. The insurance limits mandated for any insurance coverage required by this Agreement are not intended to be an indication of exposure nor are they limitations on indemnification. t. 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 thirty(30)days' notice prior to cancellation, suspension, reduction or material change in the policy, notice of 6 same shall be given to the Jefferson County Risk Manager by registered mail, return receipt requested. u. Contractor shall place insurance with insurers licensed to do business in the State of Washington and having A.M. Best Company ratings of no less than A-, 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. County may request additional insurance only if there is a material change in scope that creates a demonstrably increased risk beyond the services described in this Agreement, and only to the extent such additional insurance is commercially available at commercially reasonable rates.Any such change shall be implemented only by written amendment signed by both parties. 1 1. Worker's Compensation(Industrial Insurance). a. If and only if 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 Contractor, Contractor shall maintain workers' compensation insurance at its own expense, as required by title 51 RCW, for the term of this Agreement and shall provide evidence of coverage to County, 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. 12. Independent Contractor. Contractor and County agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. 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 rights or privileges afforded to Jefferson County employees. County shall not be responsible for withholding or otherwise deducting federal 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. 7 13. Subcontracting Requirements. a. Contractor may engage qualified subcontractors or partner organizations to assist in performance of this Agreement, provided Contractor remains fully responsible for all subcontracted work and for compliance with the material requirements of this Agreement applicable to such work. b. Failure of a subcontractor to perform is no defense to a breach by Contractor of its obligations under this Agreement. Contractor assumes responsibility for and all liability for the actions and quality of services performed by any subcontractor. c. Contractor shall ensure that each subcontractor agrees in writing to comply with the applicable terms of this Agreement. Upon County's written request, Contractor shall provide reasonable evidence of such written agreement. d. County approval of subcontractors performing services under this Agreement shall not be unreasonably withheld, conditioned,or delayed. e. Any dispute arising between Contractor and any subcontractors or between subcontractors must be resolved without involvement of any kind on the part of County and without detrimental impact on Contractor's performance required by this Agreement. f. For the avoidance of doubt,the parties agree that any person with a written permission, written license, or written lease is not a subcontractor. Obligations regarding persons with a written permission, written license, or written lease are covered in section 23 of the Scope of Work(Exhibit A). 14. Covenant Against Contingent Fees. Contractor warrants that it has not employed or retained any person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee working solely for 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, 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. 15. Discrimination Prohibited. 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. 16. No Assignment. Contractor shall not sublet or assign any of the services covered by this Agreement without the express written consent of County. Assignment does not include printing or other customary reimbursable expenses that may be provided in an agreement. 8 17. Non-Waiver. Waiver by 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. 18. Termination. a. Either party may terminate this Agreement without cause upon ninety (90)days' prior written notice to the other party. b. In the event of the death of a member, partner, or officer of Contractor, or any of its supervisory personnel assigned to the project, the surviving members of Contractor hereby agree to complete the work under the terms of this Agreement, if requested to do so by County. This section shall not be a bar to renegotiations of this Agreement between surviving members of Contractor and County, if County so chooses. c. County may terminate this Agreement in whole or in part upon not less than ninety (90) days' prior written notice if County's appropriated funding for this Agreement is materially reduced, withdrawn, or otherwise made unavailable, provided County shall use reasonable efforts to provide as much advance notice as practicable. d. Prior to the County soliciting or entering into any agreement with a third party for operation, leasing,or management of the facilities,the County shall provide Contractor with written notice of the proposed terms. Contractor shall have ninety (90) days to elect to extend or enter into a successor agreement on substantially similar terms. e. If the parties elect to transition to a leased model for any of the Centers, Contractor shall be given an opportunity to lease any of the Centers being transitioned to a leased model on terms acceptable to the County. 19.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 County shall be sent to the following address: Jefferson County Risk Management P.O. Box 1220 Port Townsend, WA 98368 Notices to Contractor shall be sent to the following address: Olympic Community Action Programs 2120 West Simms Way Port Townsend, WA 98368 9 20. Integrated Agreement. a. Contractor accepts this Agreement and agrees to all of the terms and conditions of this Agreement. b. Contractor ratifies and adopts all statements, representations, warranties, covenants, and agreements contained in its February 13,2026 proposal and the supporting material submitted by Contractor a copy of which is attached as Exhibit B. c. This Agreement together with attachments or addenda represents the entire and integrated Agreement between County and 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,whether written or oral,by County within the scope of this Agreement.. 21.Modification of this Agreement. This Agreement may be amended only by written instrument signed by both County and Contractor. 22. Disputes,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 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.Contractor hereby consents to the personal jurisdiction of the Superior Court of the State of Washington for Jefferson County. 23.Section Headings. 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. 24. Limits of Any Waiver of Default.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. 25.No Oral Waiver. 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. 26. Severability.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 10 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. 27. Survival. Those provisions of this Agreement that by their sense and purpose should survive the term of this Agreement shall survive the term of this Agreement. Without limiting the generality of the preceding sentence, and for the avoidance of doubt, the provisions that survive the term of this agreement include: (a)controlling law; (b) insurance;and, (c) indemnification. 28. Binding on Successors,Heirs and Assigns.This Agreement shall be binding upon and inure to the benefit of the parties' successors in interest, heirs, and assigns. 29.No Third-party Beneficiaries. 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 to this Agreement. 30. Signature in Counterparts.The parties agree that separate copies of this Agreement may be signed by each of the parties and this Agreement shall have the same force and effect as if all the parties had signed the original. 31. Attachments. Any document in this Agreement identified as an attachment is part of this Agreement and is incorporated by reference into this Agreement. 32. Facsimile and Electronic Signatures. The parties agree that facsimile and electronic signatures shall have the same force and effect as original signatures. 33. Arms-Length Negotiations. The parties agree that this Agreement has been negotiated at arms-length, with the assistance and advice of competent, independent legal counsel. 34. Termination of Prior Agreements. This Agreement supersedes all previous agreements between the parties concerning operation of the Centers. All prior agreements between the County and the Contractor concerning the operation of the Centers are terminated as of the Effective Date. 35. Public Records Act. 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, Contractor agrees to maintain all records constituting public records and to produce or assist County in producing such records, within the time frames and parameters set forth in state law. Contractor further agrees that upon receipt of any written public record request,Contractor shall, within two business days, notify County by providing a copy of the request per the notice provisions of this Agreement. (SIGNATURES FOLLOW ON THE NEXT PAGE) I JEFFERSON COUNTY WASHINGTON OLYMPIC COMMUNITY ACTION PROGRAMS Board of County Commissioners Jefferson County, Washington As delegated on arch 23, 20 fi-- 03/25/2026 B • By: g Br n, Date Holly Morgan, Date Chair Executive Director „waINI,,111,,, 4,a�tiaSON co' '� SEAL: > QaM�BStp'i•'• 1 I IU N' m. SEALo ATTEST: Op wAstk so/ j22 ./00,11•16)k))09,(. 3/9z3p1,,, et Carolyn Poway, CMC Date Clerk of the Board Approved as to form only: C 1 March 25, 2026 Philip C. Hunsucker, Date Chief Civil Deputy Prosecuting Attorney 12 EXHIBIT"A" SCOPE OF WORK 1. Core Community Center Operations a. Contractor shall provide daily operation of all of the Centers, including scheduling events, program planning and activities, basic maintenance, custodial services, and building security. b. Contractor shall schedule use of the Centers by community groups and organizations. c. Contractor shall purchase of necessary operating supplies. Cleaning and facility operating supplies shall be approved by the Facilities Division of the Jefferson County Department of Central Services(Facilities). d. Contractor shall purchase and replace interior light bulbs and linear(tube)lamps as part of the operating supplies referred to in section 1.c. of this Scope of Work. Brand and style of linear(tube) lamps are to be approved by Facilities.All used fluorescent tubes shall be boxed to allow Facilities to dispose them. e. Contractor shall provide and manage routine custodial functions including but not limited to restrooms, floor care, room set-up, and minor emergency plumbing such as plugged or overflowing toilets. To ensure quality of care, the Contractor shall receive guidance from Facilities as outlined in Exhibit C of this Agreement. f. Contractor shall provide general landscaping and ground maintenance, including but not limited to cutting grass, weed removal, and bush and hedge trimming. g. Contractor shall pay utility service charges, which may include but are not limited to telephone, high speed internet access,garbage, water, and electrical services. h. Contractor shall continue to provide and enhance activities that community members value and rely upon, such as wellness classes, tax preparation assistance for seniors, community meals,club and affinity group meetings,and facility rentals for private and community events. These core functions support social connection, civic engagement, and community cohesion. 2. Contractor Has Sole Operational Authority a. To maintain a safe and functional environment, Contractor shall have sole operational authority for each Center. b. Contractor shall enforce the written user conduct standards for each Center and programs operated by Contractor. c. Contractor may refuse service, deny entry, remove, trespass, or suspend any person from the premises or a program, on a temporary or permanent basis, when Contractor 13 determines that a community center user is engaged in conduct that threatens safety, disrupts operations, damages property, harasses or intimidates others, violates the written user conduct standards, or otherwise materially interferes with Contractor's ability to provide services at a Center. d. Contractor shall be responsible for day-to-day security of the Centers and shall have authority to establish, implement, and administer reasonable security measures as Contractor deems appropriate to maintain safe and functional operations, consistent with applicable law and County policies governing County-owned facilities. Such measures may include,but are not limited to,management of locks,keys,access cards, entry codes, locking and unlocking procedures, requests for rekeying or access changes, visitor access controls, installation or use of security cameras as authorized by law and County policy, incident documentation, and coordination with law enforcement or emergency responders when necessary. 3. Written User Conduct Standards a. Contractor shall publish on its web site written user conduct standards for the Centers. b. Contractor shall provide proposed written user conduct standards for the Centers to the County for comment within 15 days after the Effective Date. c. The County Central Services Director may provide written comments on the proposed written user conduct standards within fifteen (15) days after receipt. Any such comments shall be advisory only unless the County identifies a specific conflict with applicable law or County facility policy. d. If the County Administrator has not obtained an extension in writing or provided comments within 30 days after receipt, the proposed written user conduct standards shall become effective. If the County Central Services Director timely comments on the proposed written user conduct standards and the Contractor are unable to come to agreement,then the dispute resolution provisions in section 22 of this Agreement shall apply. 4. Administration of Trespasses from a Center Contractor shall document any trespasses from a Center and shall administer trespasses in accordance with its written user conduct standards, applicable law, and any required due process obligations. Contractor's determinations regarding removal, suspension, or trespass shall govern day-to-day operations unless the County identifies a specific legal or facility-policy conflict. 5. Contractor Shall Apply Its Training and Experience to the Performance of this Agreement a. Contractor shall operate within a coordinated statewide and national Community Action network that emphasizes evidence-informed practice, fiscal integrity, and continuous improvement. 14 b. Through participation in state and national Community Action associations, Contractor's staff shall engage in regular training, peer benchmarking, and organizational development activities,to provide the County with access to current best practices, regulatory guidance,and technical assistance for its operation of the Centers. 6. Project Team a. Immediately after the Effective Date, Contractor shall deploy its project team as proposed in Contractor's February 13,2026 response to the County's January 21,2026 request for proposal and consistent with this section 6 of this Scope of Work. b. The project team shall be led by the Executive Director. The Executive Director shall be the supervisor of each Center Manager, provide strategic oversight of Center operations, ensure alignment with County priorities and contractual obligations, and lead program design and resource development to sustain and enhance services over the term of this Agreement. Starting on the Effective Date, Holly Morgan shall be the Executive Director. c. During the term of this Agreement, there shall be one Supervisor of Day-to-day Operations for all of the Centers. The Supervisor of Day-to-day Operations shall monitor scheduling, compliance, and coordination across all Centers. The Supervisor of Day-to-day Operations shall serve as the operational bridge between the Executive Director and each Center Manager,translating strategic direction into consistent, high- quality implementation. Starting on the Effective Date, Erin Smith shall be the Supervisor of Day-to-day Operations. d. During the term of this Agreement, there shall be one Center Manager for each Center. e. Starting on the Effective Date, Jeremy Simmons shall be the Brinnon Center Manager. f. Starting on the Effective Date, Richard Fitzgerald shall be the Quilcene Center Manager. g. Contractor shall fill the Tri-Area Manager position promptly after the Effective Date through a recruitment process informed by operational needs and community input. h. For the avoidance of doubt, all decisions regarding hiring of staff to perform the services required under this Agreement have and shall be made solely by Contractor in its role as an independent contractor. So shall all future hiring decisions. However, Contractor shall provide reasonable notice of not less than seven(7)days to the County Central Services Director of Contractor's intention to hire of any new Executive Director, Supervisor of Day-to-day Operations or any Center Manager to facilitate coordination necessary to maintain operations at the Centers. Contractor shall provide notice within three (3) business days of the termination of any Executive Director, Supervisor of Day-to-day Operations or Center Manager. 15 7. Center Advisory Committees a. Contractor shall appoint a Center Advisory Committee for each Center, which shall operate in accordance with this requirements in this section 7 of this Scope of Work. Center Advisory Committees shall be advisory only and shall hold no governance, fiduciary,or managerial authority.This structure preserves Contractor's accountability while ensuring that community voices meaningfully inform programming and access. b. The Contractor shall require Advisory Committee members to sign a formal participation agreement, on a form approved by the Contractor's Executive Director, by which the committee member agrees to support the organization's mission, and to communicate that mission within the community. This requirement shall not be used to discourage critical feedback or difficult conversations involving committee members. c. Center Advisory Committees shall be established under Advisory Committee charters consistent with this section 7 of this Scope of Work.Contractor shall provide proposed Advisory Committee charters to the County Central Services Director for review and comment. County review and comment shall be advisory only unless the County identifies a specific conflict with applicable law or County facility policy. If County does not provide written comments within fifteen (15) days after receipt, the proposed Advisory Committee charters shall be deemed accepted for purposes of this Agreement. d. Each Center Advisory Committee shall consist of four to eight members representing a cross-section of the local community, including Center users, local residents, partner organizations, volunteers, and community advocates. Center Advisory Committee members shall be selected through an open nomination process and approved by Contractor's Executive Director to ensure diversity ofperspective and lived experience. e. Members shall serve two-year terms, renewable once, and are expected to participate actively in a minimum of quarterly meetings, with additional sessions convened as desired. f. Contractor shall begin recruiting members for each Center Advisory Committee immediately after the Effective Date. g. Contractor shall require input by a Center Advisory Committee to be forward-looking and solutions oriented. h. Center Advisory Committee members shall be asked to provide input on unmet needs, program design, scheduling, accessibility, outreach strategies, and user experience. Contractor staff shall document committee recommendations, review them within operational planning processes, and communicate back to committees how input was incorporated or why recommendations could not be implemented. 16 i. Contractor shall actively solicit input on the management of each Center through multiple channels, including annual surveys,real-time feedback tools,and open access to program management and executive leadership. j. Every Advisory Committee's role shall be to improve programs and access rather than to debate organizational fitness or governance decisions. This clarity protects the advisory process as a constructive space focused on community benefit and continuous improvement. 8. Integrated Services and Reliable Access a. A central feature of Contractor's planned 2026 model is the integration of direct services into community center operations. Contractor shall expand to include a range of services into South Jefferson County, including housing case management, emergency housing assistance, energy assistance, and home energy optimization through our Weatherization program. Through participation in Washington's WA Connects program, Contractor's staff shall assist residents in accessing statewide public benefits. Each Center shall be staffed during regular business hours by Center management or service providers, ensuring that each Center functions as a reliable access point and that each Center serves as both a gathering place and a community service hub. b. Contractor shall maintain an emergency contact and escalation protocol sufficient to ensure timely response to urgent operational, safety, or facility issues affecting the Centers 24/7. Such protocol may include designated on-call leadership or management staff and is not intended to require continuous personal availability of any specific executive employee. c. Exchange of contact information shall be made available immediately after the Effective Date. 9. Space for Network Equipment in the Center in Brinnon As part of the Brinnon Community Center, Contractor shall provide space allowing County network gear for transmitting security camera feeds over supplied access point. 10. Program Variety, Scheduling Accessibility,and Outreach Throughout the term of this Agreement, Contractor and all Center Advisory Boards shall focus on improving program variety, scheduling accessibility, and outreach to ensure broader participation across age groups and geographic areas. 1 l. Youth Services at Each Center a. Contractor shall support and empower youth by helping them identify and meet their social, emotional, and developmental needs, while guiding them in accessing and navigating local, state, and federal programs, services, and community resources designed to promote their well-being and long-term success. 17 b. Contractor shall use commercially reasonable efforts to augment existing services to formalize and expand after-school youth programming within sixty(60)days after the Effective Date, or as soon thereafter as reasonably practicable, subject to available funding, staffing, partner participation,and demonstrated community demand. Within thirty (30) days after the Effective Date, Contractor shall assess the feasibility of developing a mentoring program modeled after established best practices, such as the Benji Project, and may implement such a program during the term of this Agreement if supported by available funding, staffing, partner participation, and demonstrated community demand. Senior Services c. Contractor shall use commercially reasonable efforts to augment existing senior meal programming currently offered at the Tri-Area Community Center and to evaluate phased expansion of such programming to the Quilcene and Brinnon Centers within thirty(30)days after the Effective Date,or as soon thereafter as reasonably practicable, subject to available funding, staffing, food service capacity, partner participation, and demonstrated community demand. Contractor shall provide seniors access to emergency housing assistance, energy assistance and accessing WA State public benefits,expanding accessibility to these services. d. Within 30 days after the Effective Date,Contractor shall augment existing senior meal programming currently offered at the Tri-Area Community Center by expanding the service to the Brinnon and Quilcene Centers, providing free or low-cost nutritious meals in a communal setting. e. Contractor may pilot a small music therapy or enrichment program,including a concept similar to"Encore!,"during the term of this Agreement, subject to available funding, staffing,qualified facilitators, facility readiness, and demonstrated participant interest. 12. Emergency Management Contractor shall work cooperatively with the American Red Cross and Jefferson County Department of Emergency Management in the event of an emergency to provide the use of the Centers as mass care shelters as needed. 13.Coordination with WSU Jefferson County Contractor shall partner with WSU Jefferson County Extension to offer dedicated,pre-scheduled meeting and classroom spaces for education, outreach,and training,with recurring slots for seasonal needs.They shall also provide secure,accessible,climate-controlled storage for WSU Jefferson County Extension's operational needs, including educational tools and equipment, accessible to authorized personnel during agreed hours.Collaboration on shared infrastructure, like grant-funded technology, is encouraged,potentially involving co-hosted events, resource sharing,and support for youth and adult education. 18 14. Autism and Transition Services a. Contractor is exploring the potential expansion of autism-related services into Jefferson County through discussions with one or more licensed autism services providers.Based on input from local schools and community stakeholders, Contractor understands there is a need for ABA-related supports for younger children and transition or employment coaching for high school-aged youth on the autism spectrum. b. Subject to provider availability, funding, staffing, regulatory requirements, and operational readiness, Contractor may develop and pilot such services at one or more Centers during the term of this Agreement.Contractor shall not be obligated under this Agreement to implement autism-related services at any particular Center unless separately agreed in writing by the parties. 15. Quality Control and Project Management a. Ongoing monitoring,reporting and adaptive management shall ensure that Contractor's services remain on schedule, responsive to community needs,and aligned with County expectations. b. Contractor shall employ ROMA - Results Oriented Management and Accountability— a best practice quality control framework that emphasizes consistency, accountability, and continuous improvement. ROMA measures include supervisory oversight,defined service standards, regular performance monitoring, and multiple feedback mechanisms. Our management approach emphasizes identifying issues early, taking corrective action, and ensuring contract compliance. 16. Organizational Infrastructure and Funding Leverage a. Contractor's organizational infrastructure strengthens the quality and sustainability of programming delivered at the community centers. The benefits of holding the Professional Services Contract for three community centers all with the same basic mission gives Contractor the advantage of piloting, evaluating and refining variations of program designs, sharing service delivery experiences, tracking outcomes, expanding the reach of successful trials. Dedicated marketing and development capacity supports outreach, promotion, and targeted fundraising aligned with community priorities, increasing participation and visibility. b. Contractor shall braid federal, state, private, and philanthropic funding to complement County dollars and extend their impact. This approach allows County investment to function as stable core support while additional resources are layered in to expand services, enhance programming, and respond flexibly to varying community cultures and needs. c. Existing administrative and compliance systems reduce duplication and support cost- effective operations. 19 17. Accountability.Quarterly Impact Reporting,and Regular Meetings a. Contractor shall be responsible for managing its own financial affairs, including: payroll, accounts payable, accounts receivable, and financial management of the Centers. b. Contractor shall operate under federal Office of Management and Budget Uniform Guidance and Community Services Block Grant Organizational Standards and shall be subject to regular monitoring by Washington State agencies, including the Department of Commerce and the Department of Children, Youth, and Families. These reviews include fiscal monitoring,performance reporting,and corrective action processes when applicable. As a result,Contractor is subject to an annual external fiscal"single"audit against standards provided by Uniform Guidance. On Contractor's website and upon request, Contractor shall provide its most recent annual external fiscal "single" audit and 990 Tax forms. c. On or before thirty (30) days after the end of each quarter, Contractor shall provide quarterly impact summaries to the County documenting its performance under this Agreement, including participation, service access, partnerships leveraged, and emerging outcomes. Quarterly impact summaries shall include both quantitative indicators and qualitative highlights, supporting transparency, shared accountability, and continuous improvement. Contractor shall publish the quarterly impact studies on Contractor's website. Within 30 days of the effective date,Contractor shall propose to the County's Central Services Director a form to use for the quarterly impact reports. d. Regularly, but not less than once per quarter, Contractor's Executive Director, the Supervisor of Day-to-day Operations, and each Center Manager shall meet with the County Director of Central Services. At least twice per year, a County Commissioner and the County Administrator or the County Director of Central Services director shall attend meetings of each Center Advisory Committee. 18.Grant Funding for Center Operations a. The funds provided by the County for the Contractor's performance of services under this Agreement are not from grant funds;they come from the County's general fund. b. Contractor and the County agree that Contractor should pursue separate grant funding for its operations and program implementation at the Centers, whenever reasonably possible.The parties agree that any grant funding obtained for operations and program implementation at the Centers shall be used solely as authorized in the grant. c. The County shall cooperate with Contractor in obtaining grant funding for the Centers. For the avoidance of doubt, the cooperation required by this section 18 of this Scope of Work shall not require the County to expend any funds. 19.License of the Centers Granted to Contractor in Support of this Agreement Contractor shall have a license to use the Centers solely for the purposes of performing the 20 services required by this Agreement.Contractor acknowledges that this Agreement does not transfer, grant, or convey to it any ownership interest, title, or easement in the Centers. 20. Management of Risk at the Centers a. Contractor shall manage the risks and hazards associated with events and activities at the Centers in a manner satisfactory to the County Risk Manager. Contractor shall specifically manage for risks associated with the use and maintenance of the Centers, including but not limited to the identification and mitigation of building and facility hazards. b. Contractor shall offer access to the Centers during normal business hours that provides for the safety of the general public and users the Centers. c. Contractor shall keep each of the Centers free and clear of any liens and encumbrances arising from its services provided as required by this Agreement. d. Contractor shall coordinate with Jefferson County Facilities to ensure the Centers' structures, infrastructure, and improvements are in good condition during the term of this Agreement. 21. Food Service Sanitation Contractor shall comply with all the applicable requirements of Chapter 8.05 of the Jefferson County Code related to food service sanitation. 22. installation of Any Structure, Infrastructure,or Improvement at the Centers Contractor is not authorized to install any structure, infrastructure, or improvement at the Centers, unless approved in a separate written agreement with the County. 23. Leases or Licenses of Portions of Centers by Persons Not Employed the County or Contractor a. No person other than Contractor or its employees may authorize use of any portion of any Center. b. Uses of any portion of any Center by persons not employed the County or Contractor are prohibited, unless the uses satisfy all the requirements of this section 23 of this Scope of Work. c. Uses of portions of Centers for less than eight (8) consecutive hours require written permission on a template approved by the County Central Services Director. 21 d. Uses of portions of the Centers for less than eight (8) consecutive hours may be authorized by Contractor using standard written permission forms developed by Contractor. e. Uses of portions of any Center for more than eight (8) consecutive hours may be documented by written license or lease forms developed by Contractor,consistent with County ownership interests and applicable law. f. County may review and comment on Contractor's standard forms for written permission, licenses, and leases, but such review shall not be unreasonably withheld, conditioned, or delayed. If County does not provide written comments within ten(10) business days after submission, the forms shall be deemed approved for use under this Agreement. g. Contractor may enter into written licenses for the uses of a portion of a Center on behalf of the County for up 80 hours per month in two or more months during any calendar year without written permission from the County, provided the written license is on a template approved by the County Central Services Director. h. Uses for more than 80 hours per month in two or more months during any calendar year, shall be on a lease template approved in writing by the County Central Services Director. i. Within thirty (30) days after the Effective Date, Contractor shall provide County with proposed standard templates for written permissions, licenses, and leases used under this section. County review shall be limited to consistency with County ownership interests,applicable law, and County facility policy. j. Within thirty (30) days after the Effective Date, Contractor shall provide the County Central Services Director written permission, written licenses or written leases for all persons currently using space within the Quilcene Center for more than eight (8) consecutive hours. k. Within thirty (30) days after the Effective Date, Contractor shall provide the County Central Services Director a proposed lease for the Quilcene Foodbank space for execution by the County and the Quilcene Foodbank. 24. Revenue from Uses Revenue from uses of any of the Centers authorized pursuant to section 23 shall inure to the benefit of Contractor. Written permissions, licenses, and leases that generate revenue from any uses related to the Centers during the term of this Agreement shall identify Contractor as the recipient of such revenue where administratively feasible. Contractor may retain and use such revenue to support Center operations, programming, staffing, maintenance support, and related community- serving activities consistent with this Agreement. Contractor shall account for all such revenue in the quarterly impact summary required by section 17(c)of this Scope of Work. 22 EXHIBIT "B" MAXIMUM PAYMENTS Year Maximum Amount 1 4/1/2026-3/31/2027 $184,000.00 2 4/1/2027-3/31/2028 $147,000.00 3 4/1/2028-3/31/2029 $110,400.00 4 4/1/2026-3/31/2029 $73,600.00 5 4/1/2029-3/31/2030 $36,800.00 Total Payments $551,800.00 23 EXHIBIT"C" CUSTODIAL DUTIES Daily routine cleaning for restrooms Sinks • Sinks should be disinfected daily • All faucets wiped down • Sides of sinks and counter tops wiped down • Mirrors, paper towel dispensers handles wiped down Toilets • Toilets cleaned daily depending on use for large events at least two times a day • Toilet seats should be raised and cleaned under and around the bowl with a disinfectant • The flush handles should also be wiped down • Light cleaning inside toilet bowl with bowl brush • Handicap stall whipped down and handrails disinfected Floors • Floors mopped daily with a disinfectant emphasize on the men's urinal to keep the smell down depending on use for large events at least two times a day. (Peroxide based anti-viral Sanitizer Cleaner). • Use urinal mats to protect flooring. Supplies • Make sure all restrooms are properly supply with Toilet paper, paper towels multi- folds, hand soap, and toilet seat covers 24 Weekly cleaning for restrooms Sinks • Sinks deep cleaned once a week with a green scrub brush/pad with(ultra-light abrasive cleaner)this will help keep sinks white Toilets • Toilets cleaned with Scouring powder like(Comet or Ajax)with a strong bristle brush to keep the ring from building up on toilet • Urinals are also cleaned with Scouring powder like (Comet or Ajax)and strong bristle brush Monthly restrooms cleanup • Top of stalls and rail wiped down • Light fixtures and bathroom fans wiped down, windows, • Remove any existing spider webs in restrooms • Scrub floors with floor scrubber Vacuuming • Vacuum heavy traffic areas everyday other areas can be done every other day • Spills on carpets should be cleaned ASAP;Jefferson County Facilities division should be contacted if assistance is required Sweeping/Mopping • Sweeping of floors daily depending on size use a large dust mop or a broom • Mopping depends on location and foot traffic. Areas of high foot traffic need to be mopped daily(e.g. kitchen, restrooms,main entrance to building any spills).Other areas can be done as needed Annual Cleanup Washing windows • Window exteriors shall be washed twice annually Major floor care • All Major floor care to be performed by County staff. This includes annual stripping and resealing,high speed buffing, and carpet care. This work is done at night and on schedule based on flooring material per location. 25 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of Commissioners FROM: Shawn Frederick, Central Services Director DATE: March 23, 2026 RE: Request for Board of County Commissioners approval of a professional services agreement with OlyCAP for managing three community centers: Tri-Area, Quilcene and Brinnon STATEMENT OF ISSUE: Olympic Community Action Plan (OlyCAP)was selected by the Board of County Commissioners through the recent Community Center RFP process. Jefferson County has contracted with OlyCAP for many years to manage three Jefferson County community centers: • Tri-Area, Quilcene and Brinnon. ANALYSIS: • The attached five-year agreement provides funding for 4/1/2026—3/31/2031. The professional agreement amount of 2026-2027 is $184,000, for 2027-2028 is $147,000, for 2028-2029 is $110,400, for 2029-2030 is $$73,600, for 2030 -2031 is $36,000. FISCAL IMPACT: Fiscal Impact for 2026-2027 is $184,000, for 2027-2028 is $147,000, for 2028-2029 is $110,400, for 2029-2030 is $$73,600, for 2030 -2031 is $36,000, all to be paid out of the Community Services Department—068 of the General Fund RECOMMENDATION: That the Board of County Commissioners approve the attached professional services agreement with t11e OlyCAP for managing three Jefferson County community centers: Tri- Area, Quilcene and Brinnon REVIEWED BY: 9s601D, P-:‘: '. 03/20/26 Josh Peters, County Administrator Date CONTRACT REVIEW FORM Clear Form (INSTRUCTIONS ARE ON THE NEXT PAGE) CONTRACT WITH: Olympic Community Action Programs(OIyCAP) Contract No: Olycap CommCtr 26-31 Contract For: Community Center Management Services Term: Through 2031 COUNTY DEPARTMENT: Central Services Department Contact Person: Shawn Frederick Contact Phone: 360-385-9362 Contact email: sfrederick@co.jefferson.wa.us AMOUNT: $184,000 in 2026 with 20%de-escalator PROCESS: = Exempt from Bid Process Revenue: n/a _ Cooperative Purchase Expenditure: $184,000 Competitive Sealed Bid Matching Funds Required: n/a Small Works Roster Sources(s)of Matching Funds n/a —Vendor List Bid Fund# 001 L RFP or RFQ Munis Org/Obj 001-068 _Other: APPROVAL STEPS: STEP 1: DEPARTMENT CERTIFIES COMPLIANCE WITH JCC 3.55.080 AND CHAPTER 2.23 RCW. /G CERTIFIED: ■ N/A: 3 .t/.f ttN ..3aZ.�2 ���¢i!L!' / D��tj Signature Date STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL AGENCY. CERTIFIED: ■❑ N/A: ® Sia-w0P P-4.424' 4C A 3/oZ D/g Signature Date STEP 3: RISK MANAGEMENT REVIEW(will be added electronically through Laserfiche): STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche): STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY(IF REQUIRED). STEP 6: CONTRACTOR SIGNS STEP 7: SUBMIT TO BOCC FOR APPROVAL 1