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HomeMy WebLinkAbout072219_ca04615 Sheridan Street Port Townsend, WA 98368 eekvUon www.JeffersonCountyPublicHealth.org efllis Heacilt Consent Agenda May 21, 2019 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Philip Morley, County Administrator FROM: Vicki Kirkpatrick, Director DATE: ��(I C -x)1 I SUBJECT: Agenda Item — Professional Services Agreement with Jefferson Healthcare — Rural Health Network Development Planning Grant Program Services; November 1, 2018 — June 30, 2019; $11,827 STATEMENT OF ISSUE: Jefferson County Public Health is requesting Board approval of the Professional Services Agreement with Jefferson Healthcare (JHC) to provide Rural Health Network Development Planning Grant Program Services; November 1, 2018 — June 30, 2019; $11,827 ANALYSIS/ STRATEGIC GOALS/PRO'S and CON'S: This agreement is to provide qualified staff, approved by the Health Resources and Services Administration (HRSA), to share the responsibilities of completing the HRSA award P10RH31839 deliverables and reporting requirements. FISCAL IMPACT/COST BENEFIT ANALYSIS: This agreement is funded by HRSA award P10RH31839 (Rural Health Network Development Planning Grant). RECOMMENDATION: JCPH management request approval of the Professional Services Agreement with JHC for Rural Health Network Development Planning Grant Program Services; November 1, 2018 — June 30, 2019; $11,827 Date Community Health Environmental Public Health Developmental Disabilities 360-385-9444 360-385-9400 (f) 360-379-4487 360-385-9401 (t) Always working for a safer and healthier community CONTRACT AGREEMENT By and Between Jefferson County Public Health And Jefferson Healthcare Section 1: PURPOSE: THIS AGREEMENT for Professional Services is entered into between Jefferson County Public Health, (JCPH) herein referred to as the "County" and Jefferson Healthcare (JHC), herein referred to as the "Contractor" to provide Rural Health Network Development Planning Grant program services in Jefferson County, Washington. Section 2: SCOPE OF AGREEMENT: The Contractor agrees to perform the services identified on Exhibit "A" attached hereto. Section 3: TERMS: This Agreement shall be effective on November 1, 2018 and continue through June 30, 2019, Section 4: COMPENSATION: 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, provided that the total amount of payment to Contractor shall not to exceed $11,827 without express written modification of the Agreement signed by the County. B. Invoices must be submitted by the 15th 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, reports, or appropriate backup documentation may result in a denial of reimbursement. Invoices not submitted within 60 days may be denied. C. 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. Section 5: OWNERSHIP AND USE OF 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. Jefferson Healthcare—HRSA—Program Director Services 1 November 2018 Section 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. Section 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 directly related to the RHNDP Grant. 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 principals (GAAP) 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. Section 8: 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 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 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, (3) Non -owned automobiles. B. Commercial and/or 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: a. Broad Form Property Damage, with no employee exclusion; b. Personal Injury Liability, including extended bodily injury; C. Broad Form Contractual/Commercial Liability — including coverage for products and completed operations; Jefferson Healthcare—HRSA—Program Director Services 2 November 2018 d. Premises — Operations Liability (M&C); e. Independent Contractors and subcontractors; f. Blanket Contractual Liability. Section 9: WORKER'S COMPENSATION (INDUSTRIAL INSURANCE) 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 provide evidence of coverage to Jefferson County Public Health, upon request. 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. This coverage shall extend to any subcontractor that does not have their own worker's compensation and employer's liability insurance. 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. If the County incurs any costs to enforce the provisions of this subsection, all cost and fees shall be recoverable from the Contractor. Section 10: INDEPENDENT CONRACTOR 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 rights or privileges afforded to Jefferson County employees. The 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. Section 11: SUBCONTRACTING REQUIREMENTS 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 Jefferson Healthcare—HRSA—Program Director Services 3 November 2018 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. 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. 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. Section 12: 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. Section 13: 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. Section 14: NO ASSIGNMENT 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. Section 15: NON -WAIVER 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. Section 16: TERMINATION A. The County reserves the right to terminate this Agreement at any time by giving thirty (30) 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 Jefferson Healthcare—HRSA—Program Director Services 4 November 2018 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, 30 days' notice, in the event that expected or actual funding from any funding source is withdrawn, reduced, or limited in any way 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. D. This agreement may also be terminated as provided below: a. With 30 days' notice by the Board of County Commissioners for any reason, or b. With 30 days' notice by the Board of County Commissioners for non- performance as specified in Exhibit A, or c. With 30 days' notice by the Contractor by voluntary resignation. Section 17: 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: Vicki Kirkpatrick, Director Jefferson County Public Health 615 Sheridan St. Port Townsend, WA 98368 (360) 385-9400 Notices to Contractor shall be sent to the following address: Jennifer Wharton, Chief Medical Group and Ambulatory Officer Jefferson Healthcare 834 Sheridan St. Port Townsend, WA 98368 (360) 385-2200 Section 18: INTEGRATED AGREEMENT This Agreement together with attachments or addenda represents the entire and integrated Agreement between the 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, whether written 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 Jefferson Healthcare—HRSA—Program Director Services 5 November 2018 the supporting material submitted by the Contractor, accepts this Agreement and agrees to all of the terms and conditions of this Agreement. Section 19: MODIFICATION OF THIS AGREEMENT This Agreement may be amended only by written instrument signed by both County and Contractor. Section 20: 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 to mediation or binding arbitration, 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. Section 21: 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. Section 22: 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. Section 23: 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. Section 24: 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 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. Section 25: 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. Jefferson Healthcare—HRSA—Program Director Services 6 November 2018 Section 26: 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. Section 27: 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. Section 28: 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. Section 29: FACSIMILE AND ELECTRONIC SIGNATURES The parties agree that facsimile and electronic signatures shall have the same force and effect as original signatures. Section 30: 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. Section 31: 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, the Contractor agrees to maintain all records constituting public records and to produce or assist the County in 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. Section 32: CONFIDENTIALITY With respect to all information relating to County that is confidential and clearly so designated, as required by HIPAA and other 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 and 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 same is requested pursuant to • the Washington Public Records Act, Chapter 42.56 RCW, as may hereafter be amended. Section 33: CRIMINAL HISTORY/BACKGROUND CHECK Each of the Contractor's employees, the employees of any of the Contractor's approved subcontractor, or volunteers used by the Contractor shall submit to a Washington State Patrol fingerprint identity and criminal history check before they are authorized to perform services for Jefferson Healthcare—HRSA—Program Director Services 7 November 2018 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 volunteers used by the Contractor undergo not less often than once every three (3) years another Jefferson County approved criminal history and background check; 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. (SIGNATURES FOLLOW ON THE NEXT PAGE) Jefferson Healthcare—HRSA—Program Director Services 8 November 2018 Dated this day of „ w, 2019. Name of Contractor Contractor Representative (Please Print) Signature Title Date JEFFERSON COUNTY BOARD OF COMMISSIONERS Kate Dean, Chair David Sullivan, Member Greg Brotherton, Member Approved as to form only: ®/44,---- tCt2j)/ 09 Philip C. Hunsucker Date Chief Civil Deputy Prosecuting Attorney Jefferson Healthcare—HRSA—Program Director Services 9 November 2018 Exhibit A Statement of Work for Rural Health Network Development Planning Grant Jefferson Healthcare agrees to provide professional services at a rate of $45.48/hour for the following services: A. Jefferson Health care will provide qualified staff, approved by HRSA to share the responsibilities of completing the HRSA award PlORH31839 deliverables and reporting requirements. B. Jefferson Healthcare will assist with development of Jefferson County Rural Health Network. C. Jefferson Healthcare will attend and contribute to the RHNDPP by regularly attending and assist with facilitation and logistics for those meetings. D. Jefferson Healthcare will work with all regional partners to understand how to improve mental health in our community. They will help develop and strengthen those relationships. E. Jefferson Healthcare will work with other partners to develop a plan to get and understand the data for better expansion of the RHNDPP. F. Jefferson Healthcare will engage in active planning and development of sustainability and data -driven decision making to develop and strengthen connections to collaborating agencies both at the County and Regional level. Jefferson Healthcare—HRSA—Program Director Services 10 November 2018