HomeMy WebLinkAbout082619_ca06615 Sheridan Street
Port Townsend, WA 98368
Dem. www.JeffersonCountyPublicHealth.org
Consent Agenda
Public Healt July 31, 2019
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Philip Morley, County Administrator
FROM: Vicki Kirkpatrick, Public Health Director
Lisa McKenzie, Public Health Nurse
DATE: azqwt 2 (p'-:�o 19
SUBJECT: Agenda Item — Professional Services Agreement with Olympic
Peninsula Health Services PS for Syringe Exchange Program, Nurse
Care Manager; July 1, 2019 — June 30, 2020; $14,640
STATEMENT OF ISSUE:
Jefferson County Public Health requests Board approval of the Professional Services Agreement with
Olympic Peninsula Health Services PS for the Syringe Exchange Program, Nurse Care Manager; July 1,
2019 — June 30, 2020 $14,640
ANALYSISISTRATEGIC GOALS/ PRO'S and CON'S:
This agreement is for a Nurse Care Manager to engage people utilizing the JCPH syringe exchange
program (SEP) and who use opioids, and to 1) provide education about medication assisted treatment
(MAT), 2) screen clients for desire for treatment for opioid use disorder (OUD) including MAT, 3) facilitate
warm hand-off referrals for treatment of substance use disorder including MAT and mental health services,
4) assist clients with obtaining medical coverage if uninsured, and 5) collect data for reporting to OPHS.
FISCAL IMPACTfCOST BENEFIT ANALYSIS:
This contract agreement is fully funded by the Olympic Peninsula Health Services PS.
RECOMMENDATION:
JCPH management request approval of the Professional Services Agreement with Olympic Peninsula Health
Services PS for the Syringe Exchange Program, Nurse Care Manager; July 1, 2019 — June 30, 2020;
$14,640
REVIE E - BY•
Philip Morley, County A inistrato 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
SERVICES AGREEMENT
THIS AGREEMENT is between Olympic Peninsula Health Services PS, (hereinafter referred to
as "OPHS"), and the Jefferson County Public Health Syringe Exchange Program, with its
principal place of business in Port Townsend, Washington (hereinafter referred to as "SEP"). In
consideration of the rights and obligations herein set forth, the parties do hereby agree as
follows:
1. Description of Services. SEP shall render the following services with a nurse care manager:
A. Screen all clients for treatment with medication -assisted treatment (MAT)
B. Provide education about MAT to all clients
C. Facilitate warm hand-off referrals for treatment with MAT OPHS
D. Facilitate warm hand-off referrals for mental health services to OPHS
E. Assist clients with obtaining medical coverage if uninsured
F. Collect data and report to OPHS monthly by providing the following:
1. How many clients served including new and follow ups
2. How many clients were referred to OPHS for MAT
3. What type of education was provided to each client
4. What hurdles identified that are preventing clients from receiving services from
OPHS and how they were addressed
5. How many clients were referred to OPHS for mental health treatment
6. How much time was spent educating each client about MAT services
7. Provide hours open each week, reported monthly
2. Compensation. OPHS will pay SEP a total of $ 14,640.00 dollars for services rendered
pursuant to Section 1. This will be given in 12 monthly payments of $1,220.00. OPHS will have
no obligation to pay SEP for any costs beyond the amount specified in this Article.
3. Term. The period of performance of this Agreement will be from July 1, 2019 until June 30,
2020, unless terminated earlier as hereinafter provided during or at the end of that time.
4. Alternative Dispute Resolution. In the event of any controversy or claim arising out of or
relating to any provision of this Agreement or the breach thereof, the parties shall try to settle
those conflicts amicably between themselves. Within five business days of receiving written
notice from a party that a dispute exists, the parties shall meet and negotiate in good faith for a
period not to exceed one business day to resolve such dispute. If good faith negotiation
between the representatives does not result in resolution, each party shall nominate one
representative, having a position not less than vice president or his/her designee, to participate
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in additional good faith negotiations ("High Level Negotiations") within ten business days after
the first negotiation. If within thirty (30) days of the start of such High -Level Negotiations there is
no resolution of the dispute, the parties shall each submit a written statement within five (5)
business days to a third party mediator utilizing the services of the Washington Chancery Court
for voluntary mediation of technology, licensing, and contract issues. The parties and the
mediator shall meet within five (5) business days of the written submission for a non-binding
mediation session. The cost of mediation shall be shared equally by the parties. Should the
parties not resolve their issues by mediation within one hundred twenty (120) days of initiation of
the mediation process, the dispute shall be subject to arbitration. All disputes arising in
connection with this Agreement shall be finally settled under the Rules of the American
Arbitration Association by three (3) arbitrators appointed in accordance with said Rules. All
documents and correspondence in relation to those disputes shall be drafted in English and the
arbitration shall be conducted in English. The arbitrators to be appointed shall have a good
working knowledge of the English language. The place of arbitration shall be Jefferson County,
Washington, USA. The arbitration award shall be final, binding and not subject to appeal and
shall be enforceable in any court of competent jurisdiction. The party in whose favor the
arbitration award is rendered shall be entitled to recover the cost and expenses of the arbitration
panel. However, the parties own internal management time and costs (including the costs of the
in-house counsel) and the costs of outside lawyers shall be borne by each party.
5. Termination. Either party may terminate this Agreement upon thirty (30) days prior written
notice to the other party.
6. Limitation of Damages. Even if advised of the possibility of such damages, in no event shall
OPHS be liable for (a) personal injury or property damages or (b) lost profits, work stoppage,
lost data, or any other special, indirect, or consequential damages of any kind.
7. Limitation of Remedies. In the event of SEP's breach or failure to perform any obligation
under this Agreement, SEP's entire liability and OPHS's exclusive remedy shall be, at OPHS
option, return of the monetary consideration paid to SEP under this Agreement.
8. Indemnification. OPHS and SEP are separate and independent entities, and neither is the
agent of the other. Subject to the limitations of damages and remedies set forth in this
Agreement, OPHS and SEP hereby each agree to indemnify and hold the other party and their
personnel free and harmless from any and all loss, cost, damage, claim, action, or liability on
account of the death of or injury to any person or persons or damage to or destruction of any
property resulting from or growing out of any alleged negligence on the part of the indemnifying
party or their personnel in the implementation of this Agreement.
9. Publications. OPHS shall have the right to publish the data gathered, if any, analytical
methods, and results and conclusions. No less than 30 calendar days prior to the publication of
any such information, OPHS shall notify SEP, in writing, of OPHS intention to publish and shall
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deliver to SEP a copy of the information to be published. SEP shall have the right, exercisable
within 30 calendar days of its receipt of OPHS notice of intent to publish, to object to the
publication of information owned by OPHS. SEP may so object only on the grounds that the
intended publication discloses (A) information for which SEP has and can claim confidential. In
the event SEP duly makes such an objection, OPHS and SEP Principal Investigator shall enter
into good faith negotiations with a view towards agreeing upon the portion of the objectionable
information that may be published by OPHS.
10. Amendment. No modification of this Agreement will be effective unless signed by authorized
representatives of both parties.
11. Assignability. This Agreement is personal to the parties and may not be assigned or
otherwise transferred, in whole or in part, voluntarily, involuntarily, or by operation of law,.by
either party without the prior written consent of the other party. Any assignment attempted to be
made in violation of this Agreement shall be void.
12. Force Majeure. Neither party shall be liable to the other for any delays, suspensions,
damages, or failure to perform any of the obligations under this Agreement due to, caused by, or
occasioned by reason of Force Majeure. Force Majeure shall mean any circumstance or event
beyond the reasonable control and foresight of the party unable to perform and which could not
have been prevented or avoided by the exercise of due diligence, prudence, or the adoption of
reasonable precautions. During an event of Force Majeure the parties' duty to perform
obligations shall be suspended.
13. Governing Law and Consent to Jurisdiction. The construction, validity, performance, and
enforcement of this Agreement shall be governed by the laws of the State of Washington
(without giving effect to its conflicts of laws principles). OPHS hereby submits to the jurisdiction
of the federal and state courts of the State of Washington with respect to any proceeding arising
out of or relating to this Agreement or any transaction in connection herewith. OPHS hereby
consents to the service of process by the mailing to SEP of copies thereof by certified mail to
the address of SEP as it appears on the books and records of OPHS, such service to be
effective ten (10) days after the mailing. SEP hereby waives irrevocably (i) any objection to the
jurisdiction of any such court which it might otherwise be entitled to assert in any proceeding
arising out of or relating to this Agreement or any transaction in connection therewith; and (ii)
any defense of sovereign immunity or other immunity from suit or enforcement, whether before
or after judgment.
14. Notices. Each notice, request, or demand given or required to be given pursuant to this
Agreement shall be in writing and shall be deemed sufficiently given if deposited in the United
States mail, first class, postage prepaid, and addressed to the intended recipient or to such
other address as may be specified in writing by the parties.
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15. Breach and Attorneys' Fees. In the event SEP fails to perform any of its duties under this
Agreement, SEP shall reimburse OPHS for all costs and expenses (including reasonable
attorneys' fees, court costs, and costs of investigation) to enforce this Agreement, regardless of
whether a suit or action has been commenced or concluded.
16. Interpretation. The parties acknowledge that each party has reviewed and revised, and has
been given the opportunity to have counsel review and revise, this agreement and that the
normal rule of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this agreement or any amendments
or exhibits thereto.
17. Entire Agreement. This Agreement and Attachments represent the entire Agreement
between the parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings of the parties as to such subject matter. IN WITNESS
WHEREOF, the parties have entered into this Agreement. The signatories hereto warrant and
represent that they have the competent authority to enter into the obligations of this agreement.
Olympic Peninsula Health Services PS
By:V4"
Name: Annie Failoni
President
Date: 7/1/2019
Jefferson County Public Health Syringe Exchange Program
By:
Name: Kate Dean, Chair
Jefferson County Board of County Commissioners
Date:
Attest:
By:
Carolyn Gallaway, Deputy Clerk of the Board
Approv as to form only:
By:
P C#i+ef Civil Deputy Prosecuting Attorney
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