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HomeMy WebLinkAbout082619_ca08615 Sheridan Street Port Townsend, WA 98368 eetx, Wn www.JeffersonCountyPublicHealth.org Ru�llC He Consent Agenda August 5, 2019 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Philip Morley, County Administrator FROM: Vicki Kirkpatrick, Director DATE: ova ZZ 19 SUBJECT: Agenda Item — Professional Services Agreement with Health Facilities Planning & Development; July 22, 2019 — May 31, 2020; $10,000 STATEMENT OF ISSUE: Jefferson County Public Health is requesting Board approval of the Professional Services Agreement with Health Facilities Planning & Development to provide feasibility research and consultation services to improve access to Behavioral Health services; July 22, 2019 — May 31, 2020; $10,000 ANALYSIS/ STRATEGIC GOALS/PRO'S and CON'S: This agreement is to provide feasibility research and consultation to support the Behavioral Health Consortium's (BHC) effort to identify solutions that will address the County's need to provide improved access to Behavioral Health services, most particularly the feasibility of a Crisis Stabilization Facility or equitable alternative, and provide support in developing a Strategic Plan for the project. FISCAL IMPACT/COST BENEFIT ANALYSIS: This agreement is funded by Health Resources Services Administration (HRSA) RCORP Planning Grant awarded to JCPH for CHIP. RECOMMENDATION: JCPH management request approval of the Professional Services Agreement with Health Facilities Planning & Development to provide feasibility research and consultation services to improve access to Behavioral Health services; July 22, 2019 — May 31, 2020; $10,000 REVIEWED BY: Morley, uAdministrat Community Health Developmental Disabilities 360-385-9400 360-385-9401 (f) 11/5 Date Always working for a safer and healthier community Environmental Public Health 360-385-9444 (f) 360-379-4487 615 Sheridan Street A' Port Townsend, WA 98368 . e�isort www.JeffersonCountyPublicHealth.org Public Healt Memo To: Philip Morley, County Administrator / Philip Hunsucker, Chief Deputy Prosecutor From: Vicki Kirkpatrick, Director, JCPH cc: Date: July 26, 2019 Re: Sole Source Justification for Contract Philip, The purpose of this memorandum is to provide justification for a sole source procurement to implement a grant recently received by JCPH for Community Health Improvement Plan (CHIP). $10,000 was set aside in the grant budget to fund a consultant who will work with the Behavioral Health Consortium to address the feasibility of establishing a Crisis Stabilization Center proposed in the grant application and award. The grant is part of the Health Resources Services Administration (HRSA) Rural Community Opioid Response Program — Planning (RCORP-P). BACKGROUND The HRSA RCORP-P grant is a significant initiative of the CHIP work and the Behavioral Health Consortium consists of multiple stakeholders including, but not limited to, Jefferson Healthcare, Jefferson County Public Health, Discovery Behavioral Health, Port Townsend Police Chief, Jefferson County Sheriff and Jail Superintendent, East Jefferson Fire Rescue Chief, among others. The commitment of these and other community leaders speaks to the need for an alternative way of responding to people experiencing a crisis related to their substance use disorder and/or mental illness. Significant concern exists among first responders and jail management that the current methods of controlling such crises fall short of meeting the needs of our residents experiencing the crisis situations. If the individual has to be removed from the setting they are in, there are basically two places they can go—the hospital emergency room or jail. Neither of those options provides individuals with the kind of support that they need and they are, by far, the most expensive places for these folks to be taken. To access any other facility, Jefferson County residents must be taken out of county which comes with its own set of problems. The 2019 Legislative Session resulted in a proposal put forward for capital funding for a 16 bed Evaluation and Treatment Center (to also include MAT services) to be operated by the 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 Jamestown S'Klallam Tribe and located in Sequim. It was submitted as a multi-county proposal that included Jefferson Health Care, the Jamestown S'Klallam Tribe and Olympic Medical Center in Clallam County. The request also included a request for funding to establish a Crisis Stabilization Facility in Jefferson County and in Forks. Unfortunately, those two items were not funded this last session. For the Crisis Stabilization Facilities in Jefferson County and Forks project, Jody Carona, Health Facilities Development and Planning, through a contract with the health care facilities, developed the operational roles between the three stakeholders on that project and oversaw the inclusion of a placeholder on the legislative ask. Jody has worked with many rural hospital districts/health facilities throughout the State. In addition to the development of feasibility studies and legislative funding proposals, she has also written many multi-stakeholder grant applications including planning, implementation, and capital requests. Because Jody has already worked on our proposal to the extent that we were included as part of the Jamestown S'Klallam Tribe, Jefferson Healthcare, and Olympic Medical Center bi-county proposal, she is solely qualified and placed to proceed with the next phase for a Jefferson County Crisis Response system currently focused on the creation of a Crisis Stabilization Facility. If the CHIP's Behavioral Health Consortium is successful in developing a sustainable plan, we have been told by HRSA that we would be a strong candidate for an Implementation Grant. The work we need the Consultant to do is critical to the development of that crisis response plan. SOLE SOURCE JUSTIFICATION JCC 3.55.170 states, "A contract may be awarded for a supply, service or public work without competition when the agency determines that there is only one source of the required supply, service, or public work." A Sole Source is justified because of the work Jody did under contract with the two hospitals (Clallam & Jefferson) and the Jamestown S'Klallam Tribe, which included a facility in Jefferson County, which the CHIP Behavioral Health Consortium is now working on further developing. No one else possesses the knowledge and experience necessary to perform this work within the budget limitations of the grant. By contracting with Jody Carona's firm, we will be able to take advantage of her current knowledge and prior involvement in our project as well as her ability to ensure that our work remains compatible and connected with the bi-county work that is also currently occurring. We are requesting, on behalf of CHIP, approval to contract with Jody Carona, Health Facilities Development and Planning, to fulfill the Scope of Work contained in the proposed Contract. All of these deliverables must be completed within a relatively short timeframe prior to the end of the RCORP Planning Grant, which is May 31, 2020. Please let me know if you have any questions or comments. Thank you. glep;)% Community Health Environmental Health Developmental Disabilities Water Quality 360-385-9400 2 360-385-9444 360-385-9401 (f) Always working for a safer and healthier community (f) 360-379-4487 PROFESSIONAL SERVICES CONTRACT AGREEMENT By and Between JEFFERSON COUNTY PUBLIC HEALTH And HEALTH FACILITIES PLANNING & DEVELOPMENT THIS PROFESIONAL SERVICES AGREEMENT ("this Agreement") is entered into between the County of Jefferson, a municipal corporation ("the County"), and Health Facilities Planning & Development ("the Contractor"), in consideration of the mutual benefits, terms, and conditions specified below. 1. PROJECT DESIGNATION. The Contractor is retained by the County to perform the following Project: Provide feasibility research and consultation to support the Behavioral Health Consortium's (BHC) effort to identify solutions that will address the County's need to provide improved access to Behavioral Health services, most particularly the feasibility of a Crisis Stabilization Facility or equitable alternative, and provide support in developing a Strategic Plan for the project. The BHC's work is funded by a HRSA RCORP Planning Grant awarded to CHIP through JCPH. 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 July 22, 2019 and continue through May 31, 2020. Work performed consistent with this Agreement during its term, but prior to the adoption of this Agreement, is hereby ratified. The Contractor shall perform all services pursuant to this Agreement as outlined on Exhibit "A". Time is of the essence in the performance of this Agreement. 4. PAYMENT. The Contractor shall be paid by the County for completed work and for services rendered under this Agreement as follows: a. Payment for the work provided by Contractor shall be made as provided on Exhibit "B" attached hereto, provided that the total amount of payment to Contractor shall not exceed $10,000 without express written modification of the Agreement signed by both parties. 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 and reports pursuant to Exhibit B of the Page 1 of 15 Agreement may result in a denial of reimbursement. Invoices not submitted within 60 days may be denied. Final payment of any balance due the Contractor of the total contract price earned will be made promptly upon its ascertainment and verification by the County after the completion of the work and submittal of reports under this Agreement and its acceptance by the County. d. Contractor shall provide invoices and necessary backup documentation for all services provided. e. Salary Rate Limitation: The Contractor shall not use contract funds to pay the direct salary of an individual at a rate in excess of the Federal Executive Schedule Level II. This salary rate limitation also applies to individuals under subcontracts. See clause HHSAR 352.231-70 on the HHS.gov website for full details (htt s: www.hhs. ov rants contracts contract- olicies-re ulations hhsar art -352 -solicitation -provisions -contract -clauses index.html#352.231-70). f. The Contractor's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the County and state for a period of six (6) years after final payments. Copies shall be made available upon request. 5. 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. 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. AUDIT. An audit will be submitted to the County upon request. Upon request, Contractor will submit the most recent financial audit within 30 days. a. Upon request, the County shall have the option of performing an onsite review of all records, statements, and documentation. b. If the County finds indications of potential non-compliance during the monitoring process, the County shall notify Contractor within ten (10) days. Page 2 of 15 County and Contractor shall meet to discuss areas of contention in an attempt to resolve issues. c. Audit will provide statements 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 and Other Compliance Audit Information Relating to For - Profits under Government Auditing Standards (Yellow Book), as applicable. 8. INDEMNIFICATION. Contractor shall indemnify and hold harmless the County, its officers, and employees, 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 the Contractor. Contractor shall be liable only to the extent of Contractor's proportional negligence. The Contractor specifically assumes potential liability for actions brought against the County by Contractor's employees, including all other persons engaged in the performance of any work or service required of the Contractor under this Agreement and, solely for the purpose of this indemnification and defense, the Contractor specifically waives any immunity under the state industrial insurance law, Title 51 R.C.W. The Contractor recognizes that this waiver was specifically entered into pursuant to provisions of R.C.W. 4.24.115 and was subject of mutual negotiation. 9. INSURANCE. Prior to commencing work, the Contractor shall obtain at its own cost and expense the following insurance coverage specified below and shall keep such coverage in force during the terms of the Agreement. a. Commercial Automobile Liability Insurance providing bodily injury and property damage liability coverage for all 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 the County named as an additional insured in connection with the Contractor's performance of this Agreement. This insurance shall indicate on the certificate of insurance the following coverage: (a) Owned automobiles; (b) Hired automobiles; and, (3) 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: L Broad Form Property Damage, with no employee exclusion; ii. Personal Injury Liability, including extended bodily injury; Page 3 of 15 iii. Broad Form Contractual/Commercial Liability —including coverage for products and completed operations; iv. Premises — Operations Liability (M&C); v. Independent Contractors and subcontractors; vi. Blanket Contractual Liability. c. Professional Liability Insurance. The Contractor shall maintain professional liability insurance against legal liability arising out of activity related to the performance of this Agreement, on a form acceptable to Jefferson County Risk Management in the amounts of not less than $1,000,000 Each Claim and $2,000,000 Aggregate. The professional liability insurance policy should be on an "occurrence" form. If the professional liability policy is "claims made," then an extended reporting periods coverage (tail coverage) shall be purchased for three (3) years after the end of this Agreement, at the Contractor's sole expense. The Contractor agrees the Contractor's insurance obligation to provide professional liability insurance shall survive the completion or termination of this Agreement for a minimum period of three (3) years. d. The County shall be named as an "additional named insured" under all insurance policies required by this Agreement, except Professional Liability Insurance when not allowed by the insurer. e. Such insurance coverage shall be evidenced by one of the following methods: (a) Certificate of Insurance; or, (b) Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. f. The Contractor shall furnish the County with properly executed certificates of insurance that, at a minimum, shall include: (a) The limits of overage; (b) The project name to which it applies; (c) The certificate holder as Jefferson County, Washington and its elected officials, officers, and employees with the address of Jefferson County Public Health 615 Sheridan Street, Port Townsend, WA 98368, and, (d) A statement that the insurance policy shall not be canceled or allowed to expire except on thirty (30) days prior written notice to the County. If the proof of insurance or certificate indicating the County is an "additional insured" to a policy obtained by the Contractor refers to an endorsement (by number or name) but does not provide the full text of that endorsement, then it shall be the obligation of the Contractor to obtain the full text of that endorsement and forward that full text to the County. Certificates of coverage as required by this section shall be delivered to the County within fifteen (15) days of execution of this Agreement. g. Failure of the Contractor to take out or maintain any required insurance shall not relieve the Contractor from any liability under the Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations concerning indemnification of the County. Page 4 of 15 h. The Contractor's insurers shall have no right of recovery or subrogation against the County (including its employees and other agents and agencies), it being the intention of the parties that the insurance policies, with the exception of Professional Liability Insurance, so affected shall protect both parties and be primary coverage for all losses covered by the above described insurance. i. Insurance companies issuing the policy or policies shall have no recourse against the County (including its employees and other agents and agencies) for payment of any premiums or for assessments under any form of policy. j. All deductibles in the above described insurance policies shall be assumed by and be at the sole risk of the Contractor. k. Any deductibles or self-insured retention shall be declared to and approved by the County prior to the approval of this Agreement by the County. At the option of the County, the insurer shall reduce or eliminate deductibles or self-insured retention, or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. I. Insurance companies issuing the Contractor's insurance policy or policies shall have no recourse against the County (including its employees and other agents and agencies) for payment of any premiums or for assessments under any form of insurance policy. m. Any judgments for which the County may be liable, in excess of insured amounts required by this Agreement, or any portion thereof, may be withheld from payment due, or to become due, to the Contractor until the Contractor shall furnish additional security covering such judgment as may be determined by the County. n. Any coverage for third party liability claims provided to the County by a "Risk Pool" created pursuant to Ch. 48.62 RCW shall be non-contributory with respect to any policy of insurance the Contractor must provide in order to comply with this Agreement. o. The County may, upon the Contractor's failure to comply with all provisions of this Agreement relating to insurance, withhold payment or compensation that would otherwise be due to the Contractor. p. The Contractor's liability insurance provisions shall be primary and noncontributory with respect to any insurance or self-insurance programs covering the County, its elected and appointed officers, officials, employees, and agents. q. Any failure to comply with reporting provisions of the insurance policies shall not affect coverage provided to the County, its officers, officials, employees, or agents. Page 5 of 15 r. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. s. The 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. t. 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. u. The Contractor shall maintain all required insurance policies in force from the time services commence until services are completed. Certificates, insurance policies, and endorsements expiring before completion of services shall be promptly replaced. All the insurance policies required by this Agreement shall provide that thirty (30) days prior to cancellation, suspension, reduction or material change in the policy, notice of same shall be given to the Jefferson County Public Health Contracts Manager by registered mail, return receipt requested. v. The 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. w. The County reserves the right to request additional insurance on an individual basis for extra hazardous contracts and specific service agreements. 10. 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. b. Worker's compensation insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. c. This coverage shall extend to any subcontractor that does not have their own worker's compensation and employer's liability insurance. d. The Contractor expressly waives by mutual negotiation all immunity and limitations on liability, with respect to the County, under any industrial insurance Page 6 of 15 act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. e. If the County incurs any costs to enforce the provisions of this subsection, all cost and fees shall be recoverable from the Contractor. 11. INDEPENDENT CONTRACTOR. 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. 12. SUBCONTRACTING REQUIREMENTS. a. The Contractor is responsible for meeting all terms and conditions of this Agreement including standards of service, quality of materials and workmanship, costs, and schedules. Failure of a subcontractor to perform is no defense to a breach of this Agreement. The Contractor assumes responsibility for and all liability for the actions and quality of services performed by any subcontractor. b. Every subcontractor must agree in writing to follow every term of this Agreement. The Contractor must provide every subcontractor's written agreement to follow every term of this Agreement before the subcontractor can perform any services under this Agreement. The Public Health Director or their designee must approve any proposed subcontractors in writing. c. Any dispute arising between the Contractor and any subcontractors or between subcontractors must be resolved without involvement of any kind on the part of the County and without detrimental impact on the Contractor's performance required by this Agreement. d. Subcontractor shall comply with any federal base salary cap requirements outlined by the Department of Health and Human Services (HHS), which restricts the amount of direct salary an individual may charge under this HRSA contract. 13. COVENANT AGAINST CONTINGENT FEES. The Contractor warrants that s/he has not employed or retained any company or person, other than a bona fide employee working solely for Page 7 of 15 the Contractor, to solicit or secure this Agreement, and that s/he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the County shall have the right to annul this Agreement without liability or, in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 14. DISCRIMINATION PROHIBITED. The Contractor, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, gender, sexual orientation, material status, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 15. 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. 16. 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. 17. TERMINATION. a. Both Parties may terminate this Agreement at any time by giving ten (10) days written notice. b. In the event of the death of a member, partner, or officer of the Contractor, or any of its supervisory personnel assigned to the project, the surviving members of the Contractor hereby agree to complete the work under the terms of this Agreement, if requested to do so by the County. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Contractor and the County, if the County so chooses. a. The County reserves the right to terminate or renegotiate this contract in whole or in part, with 10 days' notice, in the event that expected or actual funding from any funding source is withdrawn, reduced, or limited in any 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. 18. NOTICES. All notices or other communications which any party desires or is required to give shall be given in writing and shall be deemed to have been given if hand -delivered, sent by facsimile, email, or mailed by depositing in the United States mail, prepaid to Page 8 of 15 the party at the address listed below or such other address as a party may designate in writing from time to time. Notices to the County shall be sent to the following address: Jefferson County Public Health Department 615 Sheridan Street Port Townsend, WA 98368 Notices to Contractor shall be sent to the following address: Health Facilities Planning & Development 120 1St Avenue West, Suite 100 Seattle, WA 98119 19. 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 the supporting material submitted by the Contractor, accepts this Agreement and agrees to all of the terms and conditions of this Agreement. 20. MODIFICATION OF THIS AGREEMENT. This Agreement may be amended only by written instrument signed by both County and Contractor. 21. 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 the County Risk Manager, whose decision in the matter shall be final, but shall be subject to judicial review. If either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this Agreement, each party in such action shall bear the cost of its own attorney's fees and court costs. Any legal action shall be initiated in the Superior Court of the State of Washington for Jefferson County. The parties agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The Contractor hereby consents to the personal jurisdiction of the Superior Court of the State of Washington for Jefferson County. 22. 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. Page 9 of 15 23. 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. 24. 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. 25. 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. 26. 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. 27. NO ASSIGNMENT. The Contractor shall not sell, assign, or transfer any of rights obtained by this Agreement without the express written consent of the County. 28. 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. 29. 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. 30. FACSIMILE AND ELECTRONIC SIGNATURES. The parties agree that facsimile and electronic signatures shall have the same force and effect as original signatures. 31. 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. 32. 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. Page 10 of 15 33. CONFIDENTIALITY. With respect to all information relating to County that is confidential and clearly so designated, as required by the Health Insurance Portability and Accountability Act (HIPAA) and any other applicable privacy laws, the Contractor agrees to keep such information confidential. The Contractor shall not disclose, transfer, or sell any such information to any party, except as provided by law or, in the case of personal information, with the prior written consent of the person to whom the personal information pertains. The Contractor shall maintain the confidentiality of all personal information 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. 34. 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 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. DATED this day of 2019. (SIGNATURES FOLLOW ON THE NEXT PAGE) Page 11 of 15 SIGNATURE PAGE HEALTH FACILITIES PLANNING & DEVELOPMENT 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: a. atvt-- Philip C. Hunsucker Chief Civil Deputy Prosecuting Attorney ATTEST: Carolyn Galloway, Deputy Clerk of the Board Page 12 of 15 APPENDIX A: SCOPE OF SERVICES Health Facilities Planning & Development will provide feasibility research and consultation to support the Behavioral Health Consortium's (BHC) effort to identify solutions that will address the County's need to provide improved access to Behavioral Health services, most particularly the feasibility of a Crisis Stabilization Facility or equitable alternative, and provide support in developing a Strategic Plan for the project, including the following: • Collect information on the capital costs of other recently opened Emergency Treatment and Stabilization facilities, including square footage, cost per square foot and total project cost. • Quantify savings to the existing system, particularly to hospitals and County Jail, of eliminating or reducing current boarding of individuals with OUD/MH-related issues. • Define the services to be provided by the crisis stabilization facility O Quantify demand from the County Jail, the Hospital, and local residents (including age and other demographics) Define underlying assumptions and determine whether the facility is operationally and financially feasible. • Confirm licensure options (including costs, staffing and revenues associated with each option) • Collect best practices model information. • Provide support in developing a Strategic Plan around implementation of the final project. • Support the grant team in communicating and clarifying process and findings during the term of the grant at monthly BHC meetings and public meetings. 16 Provide documentation of milestones and a final report on feasibility findings. Page 13 of 15 APPENDIX B: BUDGET DESCRIPTION OF SERVICES ESTIMATED HOURS HOURLY RATE COST Collect information on the capital costs of other recently opened Emergency Treatment and 1.5 $135 $202.50 Stabilization facilities, including square footage, cost per square foot and total project cost. 11.75 $135 Quantify savings to the existing system, particularly to hospitals and County Jail, of $1,586.25 eliminating or reducing current boarding of individuals with OUD/MH-related issues. 8 $135 Define the services to be provided by the crisis $1,080.00 stabilization facility Quantify demand from the County Jail, the 11.8 $135 Hospital, and local residents (including age and $1593.00 other demographics) $135 Define underlying assumptions and determine whether the facility is operationally and 5 $675.00 financially feasible (note: HFPD will not draft pro forma—just underlying assumptions). $135 Confirm licensure options (including costs, 10 staffing and revenues associated with each $1,350.00 option) 5 $135 Collect best practices model information. $675.00 10 $135 $1,350.00 Provide support in developing a Strategic Plan around implementation of the final project. 6 $135 Support the grant team in communicating and clarifying process and findings during the term of $810.00 the grant at monthly BHC meetings and public meetings. 5 Provide documentation of milestones and a final $135 $675.00 report on feasibility findings. 74.05 TOTALS: 1 i $9,996.75 Page 14 of 15 APPENDIX C: STATEMENT OF NON -DEBARMENT FROM FEDERAL FUNDING This is to certify that Health Facilities Planning & Development, or any of its principals, agents, representatives or subcontractors, have not been debarred or suspended from receiving federal funds for procurement or non -procurement purposes. HEALTH FACILITIES PLANNING & DEVELOPMENT Contractor Representative (Please print) (Signature) Date Page 15 of 15