HomeMy WebLinkAbout032921_ca02 Consent Agenda
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of Commissioners
Philip Morley, County Administrator
FROM: Undersheriff Andy Pernsteiner
DATE: March 29,2021
RE: WASPC Mental Health Navigator Grant Subrecipient Agreement
STATEMENT OF ISSUE:
Approval of a subrecipient agreement for the WASPC grant to fund a Mental Health Navigator
for JSCO.
ANALYSIS:
JCSO applied for and was awarded a 6 month WASPC grant to fund a Mental Health Navigator
to assist JCSO in dealing with mental health and substance abuse issues within our community.
The grant will fund the position in its entirety. JCSO will be providing office space and a JCSO
owned vehicle for the Navigator. This is a 6 month grant with an 18 month grant period to
follow. After 2 years of a grant funded Navigator the Sheriff hopes to allocate county funding
for this position.
JSCO prepared a request for proposal (RFP) for a subrecipient to perform the Navigator work
pursuant to the WASPC grant. There were two responses to the RFP, one from Discovery
Behavioral Health and one from MSC Counseling Group, LLC. Discovery Behavioral Health
provides the Designated Crisis Responder services for Jefferson County. The Navigator
Program at the City of Port Townsend is serviced by MSC Counseling Group, LLC.
A review committee met on March 19, 2021 and scored the two proposals. MSC Counseling
Group, LLC. had the highest score and was the unanimous choice of the review committee. A
subrecipient agreement is attached.
1
Consent Agenda
FISCAL IMPACT:
The grant will fund the position in its entirety. JCSO will be providing office space and a
JCSO owned vehicle for the Navigator. This is a 6 month grant with an 18 month grant period
to follow. After 2 years of a grant funded Navigator the Sheriff hopes to allocate county
funding for this position.
RECOMMENDATION:
Approve and sign the subrecipient agreement.
DEPARTMENT CONTACT:
Undersheriff Andy Pernsteiner at Extension 760.
REVIEWED BY:
,of
Aorroor,
'372:e -c,-
Philip Morley Co ,ty Ad ' ' a or Date
2
SUBCONTRACT FOR PROFESSIONAL SERVICES
BETWEEN
JEFFERSON COUNTY
AND
MCS COUNSELING GROUP, LLC
This Subcontract for Professional Services Between Jefferson County and MCS Counseling Group,
LLC (this Agreement) is made and entered into between Jefferson County (COUNTY) and MCS
Counseling Group, LLC, UBI Number:604-061-760, (SUBCONTRACTOR) for provision of
Navigator Mental Health Services Jefferson County to Contract # MHFRT-2021-001-002 for
Washington Association of Sheriffs & Police Chiefs Mental Health Field Response Teams
Program (WASPC Contract) between the COUNTY and the Washington Association of Sheriffs
& Police Chiefs Mental Health Field Response Teams Program (WASPC).
IT IS AGREED UPON BY THE PARTIES AS FOLLOWS:
A. TERM OF THIS AGREEMENT
The term of this Agreement is from January 1, 2021 through June 30, 2021.
B. EFFECTIVE DATE
This Agreement is effective on the day the last party signs this Agreement.
C. TERMINATION
(1) Should a party default in providing services under this Agreement or materially breach any
of its provisions,the other party may terminate this Agreement upon ten (10)days written
notice. A party shall have the right and opportunity to cure any such material breach within
the ten(10)day period.
(2) The COUNTY may terminate this Agreement upon immediate notice to
SUBCONTRACTOR in the event that the funding for the project ceases or is reduced in
amount. SUBCONTRACTOR will be reimbursed for services expended up to the date of
termination.
(3) This Agreement may be terminated without cause at any time by either party subject to a
sixty(60) day advance written notice of such termination to the other party.
(4) Termination of this Agreement shall not constitute a breach of this Agreement.
D. PROFESSIONAL SERVICES BY SUBCONTRACTOR
Professional services to be provided by SUBCONTRACTOR shall include:
(1) All Work Required by the WASPC Contract.All work required by the WASPC Contract,a
true and correct copy of which is attached as Appendix B (WASPC Contract).
(2) Financial and Program Management: SUBCONTRACTOR will maintain an
administrative/organizational structure that clearly defines responsibilities; systems and
personnel to maintain accounting records that accurately reflect all program revenues and
expenditures; prepare monthly statements of activity; maintain appropriate client service
records and progress reports; and track key program performance indicators.
(3) Perform All Subcontractor Obligations. In addition to the above,SUBCONTRACTOR shall
fulfill all of SUBCONTRACTOR Obligations listed below.
E. SUBCONTRACTOR'S OBLIGATIONS
SUBCONTRACTOR shall fulfill the following obligations:
(1) SUBCONTRACTOR shall fulfill all the requirements of the WASPC Contract, including
but not limited to those specified in the Acknowledgment of State Funds section of the
WASPC Contract.
(2) SUBCONTRACTOR shall comply with all state and federal requirements regarding the
confidentiality of participant records.
(3) SUBCONTRACTOR shall have written policies regarding sexual harassment and non-
discrimination(said policies must guarantee human/civil rights);regarding a person's right
to privacy, regarding safeguarding personal information and abuse of participants;
regarding agency medication procedure; regarding respectful staff-to-participant
interactions (i.e.: including a person's right to be treated with dignity and respect free of
abuse).
(4) SUBCONTRACTOR shall have a grievance policy that:
(a) Negotiates conflicts and advises participants of grievance procedures;
(b) Is explained to participants;
(c) Prohibits retaliation for using the grievance process;
(d) Includes non-retaliation a on retaliation statement;
(e) Assures that advocates are available and encourages participants to bring advocates
to help negotiate;
(fl Includes a mediation process that promotes the use of someone who is unaffected
by the outcome if conflicts remain unresolved; and,
(g) Includes a process for tracking and reporting grievances.
(5) SUBCONTRACTOR shall comply with all applicable federal, state and local regulations.
(6) SUBCONTRACTOR shall comply with all applicable Jefferson County Sheriffs Office and
jail policies.
(7) SUBCONTRACTOR shall track and analyze incident reports for potential trends and
patterns.
(8) SUBCONTRACTOR shall maintain access to current emergency contact and medical
information(medications, diet,allergies, etc.) for each participant.
(9) SUBCONTRACTOR shall provide the following:
MCS Counseling Group,LLC Contract(2021)-Page 2 of 14
(a) Equal Access: SUBCONTRACTOR will assures equal access to persons who do
not speak or have a limited ability to speak, read, or write English well enough to
understand and communicate effectively.
(b) Qualified Staff: SUBCONTRACTOR will provide adequate, qualified staff with
skills and experience in evaluation, training, supervision, counseling and support
of adults with developmental disabilities who are earning wages, per the attached
Statement of Work. SUBCONTRACTOR will assure that all direct service staff
are trained, and that training is documented. SUBCONTRACTOR will provide
COUNTY with information regarding staff qualifications upon request.
F. DEBARMENT
By signing this Agreement, SUBCONTRACTOR certifies that it is not presently debarred,
suspended,proposed for debarment,declared ineligible, or voluntarily excluded in any Washington
State or Federal department or agency from participating in transactions (debarred).
SUBCONTRACTOR agrees to include the above requirement in any and all subcontracts into which
it enters, and also agrees that it will not employ debarred individuals. SUBCONTRACTOR must
immediately notify the COUNTY if, during the term of this Agreement, SUBCONTRACTOR
becomes debarred. The COUNTY may immediately terminate this Agreement by providing
SUBCONTRACTOR written notice,if SUBCONTRACTOR becomes debarred during the term of
this Agreement.
G. FEDERAL FUNDING ACCOUNTABILITY& TRANSPARENCY ACT(FFATA)
(1) This Agreement is supported by federal funds that require compliance with the Federal
Funding Accountability and Transparency Act (FFATA or the Transparency Act). The
purpose of the Transparency Act is to make information available online so the public can
see how federal funds are spent.
(2) To comply with the act and be eligible to enter into this Agreement, SUBCONTRACTOR
must have a Data Universal Numbering System (DUNS®) number. A DUNS® number
provides a method to verify data about your organization.If SUBCONTRACTOR does not
already have one, a DUNS® number is available free of charge by contacting Dun and
Bradstreet at www.dnb.com.
(3) Information about SUBCONTRACTOR and this Agreement will be made available on
www.uscontractorregistration.com by WASPC as required by P.L. 109-282. WASPC's
Attachment 3: Federal Funding Accountability and Transparency Act Data Collection
Form,is considered part of this Agreement and must be completed and returned along with
the Agreement.
H. FUNDING WITHDRAWN,REDUCED OR LIMITED
If the COUNTY determines in its sole discretion that the funds it relied upon to establish this
Agreement have been withdrawn, reduced or limited, or if additional or modified conditions are
placed on such funding after the effective date of this Agreement but prior to the normal completion
of this Agreement,then the COUNTY,at its sole discretion,may: (1)Terminate this agreement; (2)
Renegotiate this Agreement under the revised funding conditions; or, (3) Suspend
SUBCONTRACTOR's performance under this Agreement upon five (5) business days' advance
notice to SUBCONTRACTOR,if the COUNTY determines that there is a reasonably likelihood that
MCS Counseling Group,LLC Contract(2021)-Page 3 of 14
the funding insufficiency may be resolved in time to allow SUBCONTRACT's performance to
resume prior to the normal completion date of this Agreement.
I. REIMBURSEMENTS
(1) Total reimbursements for fiscal year 2020-2021 to SUBCONTRACTOR by COUNTY
under this Agreement shall not exceed $63,209.00, including any allowable expenses for
the services provided under this Agreement without express written amendment signed by
both parties to this Agreement.
(2) For said services rendered under this Agreement, COUNTY shall reimburse
SUBCONTRACTOR pursuant to this Agreement and the WASPC Contract.
(2) Work performed between January 1, 2021 and the execution of this Agreement that is
consistent with the provisions of this Agreement is hereby ratified.
(3) SUBCONTRACTOR will bill COUNTY monthly in arrears and on a monthly basis, on or
before the 5th day of the month, for units of service provided under this Agreement.
SUBCONTRACTOR will submit a Monthly Services Report for its billings.At no time shall
the invoices for reimbursement be submitted more than 60 calendar days following the last
day of the month for which the services were provided without COUNTY approval.
(4) COUNTY may, at its option, withhold reimbursement for any month for which required
reports and/or invoices have not been received, or are not accurate and/or complete, or for
contractual non-compliance issues.
J. OVERPAYMENTS OR ERRONEOUS PAYMENTS TO SUBCONTRACTOR
If overpayments or erroneous payments have been made to SUBCONTRACTOR under this
Agreement, the COUTNY will provide notice to SUBCONTRACTOR and SUBCONTRACTOR
shall refund the full amount of the overpayment within thirty (30) calendar days of the notice. If
SUBCONTRACTOR fails to make timely refund,the COUNTY may charge SUBCONTRACTOR
one percent(1%)per month on the amount due, until paid in full.
K. RECORDS AND DOCUMENTS REVIEW
(1) SUBCONTRACTOR must maintain books, records, documents, magnetic media, receipts,
invoices or other evidence relating to this Agreement and the performance of the services
rendered, along with accounting procedures and practices, all of which sufficiently and
properly reflect all direct and indirect costs of any nature expended in the performance of
this Agreement.At no additional cost,these records,including materials generated under this
Agreement,are subject at all reasonable times to inspection,review,or audit by WASPC,the
Office of the State Auditor, and state and federal officials so authorized by law, rule,
regulation, or agreement [See 42 USC 1396a(a)(27)(B); 42 USC 1396a(a)(37)(B); 42 USC
1396a(a)(42(A);42 CFR 431, Subpart Q;and 42 CFR 447.202].
(2) SUBCONTRACTOR must retain such records for a period of six(6)years after the date of
final payment under this Agreement.
(3) If any litigation, claim or audit is started before the expiration of the six(6)year period, the
records must be retained until all litigation, claims, or audit findings involving the records
have been resolved.
MCS Counseling Group,LLC Contract(2021)- Page 4 of 14
L. RIGHTS OF STATE AND FEDERAL GOVERNMENTS
In accordance with 45 C.F.R. 95.617, all appropriate state and federal agencies, including but
not limited to the Centers for Medicare and Medicaid Services(CMS), will have a royalty-free,
nonexclusive, and irrevocable license to reproduce, publish, translate, or otherwise use, and to
authorize others to use for Federal Government purposes: (i) software, modifications, and
documentation designed,developed or installed with Federal Financial Participation(FFP)under
45 CFR Part 95, subpart F; (ii)the Custom Software and modifications of the Custom Software,
and associated Documentation designed,developed,or installed with FFP under this Agreement;
(iii)the copyright in any work developed under this Agreement; and(iv)any rights of copyright
to which SUBCONTRACTOR purchases ownership under this Agreement.
M. COMPLIANCE WITH SUBRECIPIENT REQUIREMENTS FROM GRANT
(1) General. In accordance with 2 CFR 200.501 and 45 CFR 75.501, SUBCONTRACTOR
shall:
(a) Maintain records that identify, in its accounts, all federal awards received and
expended and the federal programs under which they were received, by Catalog of
Federal Dom
estic Assistance (CFDA) title and number, award number and year,
name of the federal agency, and name of the pass-through entity;
(b) Maintain internal controls that provide reasonable assurance that
SUBCONTRACTOR is managing federal awards in compliance with laws,
regulations, and provisions of contracts or grant agreements that could have a
material effect on each of its federal programs;
(c) Prepare appropriate financial statements, including a schedule of expenditures of
federal awards;
(d) Incorporate OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501 audit
requirements into all agreements between SUBCONTRACTOR and its
subcontractors who are subrecipients;
(e) Comply with any future amendments to OMB Super Circular 2 CFR 200.501 and
45 CFR 75.501 and any successor or replacement Circular or regulation;
(f) Comply with the applicable requirements of OMB Super Circular 2 CFR 200.501
and 45 CFR 75.501and any future amendments to OMB Super Circular 2 CFR
200.501 and 45 CFR 75.501, and any successor or replacement Circular or
regulation;and,
(g) Comply with the Omnibus Crime Control and Safe Streets Act of 1968, Title VI of
the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Title
II of the Americans with Disabilities Act of 1990, Title IX of the Education
Amendments of 1972, The Age Discrimination Act of 1975, and The Department
of Justice Non-Discrimination Regulations,28 C.F.R.Part 42, Subparts C.D.E.and
G, and 28 C.F.R. Part 35 and 39. (Go to http://ojp.gov/about/offices/ocr.htm for
additional information and access to the aforementioned Federal laws and
regulations.)
MCS Counseling Group,LLC Contract(2021)-Page 5 of 14
(2) Single Audit Act Compliance. If SUBCONTRACTOR expends $750,000 or more in
federal awards from any and/or all sources in any fiscal year, SUBCONTRACTOR will
procure and pay for a single audit or a program-specific audit for that fiscal year. Upon
completion of each audit, SUBCONTRACTOR will:
(a) Submit to the Authority contact person the data collection form and reporting
package specified in OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501,
reports required by the program-specific audit guide (if applicable), and a copy of
any management letters issued by the auditor;
(b) Follow-up and develop corrective action for all audit findings; in accordance with
OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501, prepare a "Summary
Schedule of Prior Audit Findings."
(3) Overpayments. If it is determined by WASPC or the COUNTY, or during the
course of a required audit,that SUBCONTRACTO has been paid unallowable costs
under this or any Program Agreement, SUBCONTRACTOR will refund the full
amount to WASPC as provided in Section I. OVERPAYMENTS OR ERRONEOUS
PAYMENTS TO SUBCONTRACTOR.
N. RISK ASSESSMENT AND MONITORING FOR COMPLIANCE BY THE
COUNTY.
(1) SUBC
ONTRACTOR shall im
mediately report to the COUNTY any failure to perform under
this Agreement.
(2) Along with every request for reimbursement under this Agreement, SUBCONTRACTOR
shall submit a Monitoring Certification using the form attached as Appendix A for purposes
of the COUNTY performing the risk assessment of SUBCONTRACTOR and compliance
monitoring of this Agreement that is required of the COUNTY by WASPC.
O. WASPC CONTRACT SPECIFIC REQUIREMENTS
(1) Data Collection. SUBCONTRACTOR shall utilize the OpenLattice Application data
collection tool provided by WASPC. SUBCONTRACTOR must provide sufficient
resources to establish the administrative permissions necessary for OpenLattice to be fully
operational at the time SUBCONTRACTOR'S field response begins. If
SUBCONTRACTOR has not already done so, it shall execute the OpenLattice App Use
Agreement, which has been separately executed between WASPC, the COUNTY and
OpenLattice.
(2) Reporting Requirements. The SUBCONTRACTOR shall submit required reports by the
dates below, using required fonnus and according to procedures issued by WASPC. The
Report Due Dates are:
(a) Monthly Progress Report. The 10th of the month following the previous month in
which funded activities were performed.
(b) Final Assessment Report. The 10th of the month following the six-month period in
which funded activities were performed.
MCS Counseling Group,LLC Contract(2021)-Page 6 of 14
The SUBCONTRACTOR shall be obligated to submit required reports after the close of
the WASPC Contract period,during the transfer of obligations to another contract,or upon
termination of the WASPC Contract for any reason.
(3) Evaluation and Monitoring. The SUBCONTRACTOR shall cooperate with and freely
participate in any monitoring or evaluation activities conducted by WASPC that are
pertinent to this Agreement. The COUNTY, WASPC, the State Auditor, or any of their
representatives shall have full access to and the right to examine during normal business
hours and as often as the COUNTY, WASPC, or the State Auditor may deem necessary,
all of the SUBCONTRACTOR' S records with respect to all matters covered in this
Agreement. Such representatives shall be permitted to audit, examine, and make excerpts
or transcripts from such records and to make audits of all contracts, invoices, materials,
payroll, and records of matters covered by this Agreement. Such rights extend for three
years from the date final reconciliation is made hereunder.
(4) Order of Precedence. In the event of any inconsistency in this Agreement,unless otherwise
provided herein,the inconsistency shall be resolved by giving precedence in the following
order:
(a) Applicable federal statutes and regulations;
(b) Applicable state statutes and regulations;
(c) WASPC Contract Face Sheet;
(d) WASPC Contract Specific Terms and Conditions;
(e) This Agreement's Specific Terms and Conditions; and,
(f) This Agreement's General Terms and Conditions.
P. GENERAL TERMS AND CONDITIONS
(1) SUBCONTRACTOR'S relation to the COUNTY shall at all times be that of independent
SUBCONTRACTOR. Any and all employees of SUBCONTRACTOR, or other persons
engaged in the performance of any work or service required of SUBCONTRACTOR under
this Agreement, shall be considered employees of SUBCONTRACTOR only, and any
claims that may arise on behalf of or against said employees shall be the sole obligation
and responsibility of SUBCONTRACTOR.
(2) SUBCONTRACTOR shall not subcontract or assign any of the services covered by this
Agreement without the express written consent of the COUNTY. Subcontracting and
assignment does not include printing or other customary reimbursable expenses that may
be provided in an Agreement.
(3) SUBCONTRACTOR, by signature to this Agreement, certifies that SUBCONTRACTOR
is not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participating in this Agreement, or any Agreement by any
Federal department or agency. SUBCONTRACTOR also agrees to include the above
requirement to all subcontracts into which it enters.
MCS Counseling Group,LLC Contract(2021)-Page 7 of 14
(4) SUBCONTRACTOR shall obtain and keep in force during the terms of this Agreement,
or as otherwise required, the following insurance with companies or through sources
approved by the State Insurance Commissioner pursuant to Chapter 48:05 RCW:
(a) Worker's compensation and employer's liability insurance. SUBCONTRACTOR
will participate in the Worker's Compensation and Employer's Liability Insurance
Program as may be required by the State of Washington;
(b) Commercial Automobile Liability or Business Use 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 $1,000,000 each occurrence with the COUNTY named as an
additional insured in connection with SUBCONTRACTOR'S performance of this
Agreement.
(c) General Commercial Liability Insurance in an amount not less than a single limit
of two million dollars ($2,000,000.00)per occurrence and an aggregate of not less
than two (2) times the occurrence amount ($4,000,000.00 minimum) for bodily
injury, including death and property damage, unless a greater amount is specified
in WASPC 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 completed
operations
(iv) Premises - Operations Liability(M&C)
(v) Independent Contractors and Subcontractors
(vi) Blanket Contractual Liability
(5) All employees or subcontractors of SUBCONTRACTOR who are required to be
professionally certified by the State in the performance of services under this Agreement
shall maintain professional liability insurance/error and omissions liability insurance in the
amount of not less than one million dollars($1,000,000). In no case shall such professional
liability to third parties be limited in any way.
(6) It shall be the responsibility of SUBCONTRACTOR to insure that any and all persons
engaged in the performance of any work or service required of SUBCONTRACTOR under
this Agreement, shall comply with the same insurance requirements that
SUBCONTRACTOR is required to meet.
(7) Failure on the part of SUBCONTRACTOR to maintain the insurance as required shall
constitute a material breach of contract upon which the COUNTY may, after giving five
working days' notice to SUBCONTRACTOR to correct the breach,immediately terminate
this Agreement or, at its discretion, procure or renew such insurance and pay any and all
premiums in connection therewith, with any sums so expended to be repaid to the
MCS Counseling Group,LLC Contract(2021)-Page 8 of 14
COUNTY on demand, or at the sole discretion of the COUNTY, offset against funds due
SUBCONTRACTOR
from the COUNTY.
(8) All cost for insurance shall be considered incidental to and included in the unit contract
prices and no additional payment will be made.
(9) Excepting the Workers Compensation insurance and any professional liability insurance
secured by SUBCONTRACTOR, the COUNTY will be named on all certificates of
insurance as an additional insured. SUBCONTRACTOR shall furnish the COUNTY with
verification of insurance and endorsements required by this Agreement. The COUNTY
reserves the right to require complete, certified copies of all required insurance policies at
any time.
(10) All insurance shall be obtained from an insurance company authorized to do business in
the State of Washington. SUBCONTRACTOR shall submit a verification of insurance as
outlined herein within 14 days of the execution of this Agreement to the COUNTY. All
insurance policies obtained by SUBCONTRACTOR shall be primary to any equivalent or
applicable policies held by the COUNTY. All insurance policies obtained by
SUBCONTRACTOR shall include a waiver of subrogation rights. Any self-insured
retention, deductible or risk retention maintained, or participated in, by the COUNTY
coverage for third-party liability claims provided to the county, shall be excess and shall
be non-contributory to the insurance policies provided by SUBCONTRACTOR in order to
comply with the insurance requirements of this Subcontract. All policies provided by
SUBCONTRACTOR in order to comply with the insurance requirements of this
Subcontract must be endorsed to show this primary coverage.
(11) The COUNTY will pay no progress payments under this Agreement until
SUBCONTRACTOR has fully complied with this section. This remedy is not exclusive;
and the COUNTY may take such other action as is available to them under other provisions
of this Agreement, or otherwise in law.
(12) Nothing in the foregoing insurance requirements shall prevent the COUNTY,at its option,
from additionally requesting that SUBCONTRACTOR deliver to the COUNTY an
executed bond as security for the faithful performance of this Agreement and for payment
of all obligations of SUBCONTRACTOR.
(13) It is understood and agreed that this Agreement is entered into in the State of Washington.
This Agreement shall be governed by and construed in accordance with the laws of the
United States, the State of Washington and the County of Jefferson, as if applied to
transactions entered into and to be performed wholly within Jefferson County, Washington
between Jefferson County residents. No party shall argue or assert that any state law other
than Washington law applies to the governance or construction of this Agreement.
(14) Should either party bring any legal action, each party in such action shall bear the cost of
its own attorney's fees and court costs. The venue for any legal action shall be solely in the
appropriate state court in Jefferson County, Washington, subject to the venue provisions
for actions against counties in RCW 36.01.050.
(15) SUBCONTRACTOR shall comply with the WA State Department of Labor and Industries
Minimum Wage Act, Chapter 49.46 RCW, acknowledging persons with disabilities
participating in job assessments are not considered employees.
MCS Counseling Group,LLC Contract(2021)-Page 9 of 14
(16) SUBCONTRACTOR shall indemnify and hold the COUNTY, and its officers, officials,
employees,agents and volunteers (and their marital communities)harmless from and shall
process and defend at its own expense,including all costs,attorney fees and expenses relating
thereto, all claims, demands, or suits at law or equity arising in whole or in part, directly or
indirectly,from SUBCONTRACTOR'S negligence or breach of any of its obligations under
this Agreement; provided that nothing herein shall require a SUBCONTRACTOR to
indemnify the COUNTY and its officers, officials, employees, agents and volunteers (and
their marital communities) against and hold them harmless from claims, demands or suits
based solely upon the conduct of the COUNTY, its officers, officials, employees, agents
and volunteers (and their marital communities), and provided further that if the claims or
suits are caused by or result from the concurrent negligence of:
(a) SUBCONTRACTOR'S agents or employees; and,
(b) The COUNTY, its officers, officials, employees, agents and volunteers (and their
marital communities), this indemnity provision with respect to: (i) claims or suits
based upon such negligence, or (ii) the costs to the COUNTY of defending such
claims and suits, etc., shall be valid and enforceable only to the extent of
SUBCONTRACTOR'S negligence or the negligence of SUBCONTRACTOR'S
agents or employees.
(c) SUBCONTRACTOR specifically assumes potential liability for actions brought
against the COUNTY by SUBCONTRACTOR'S employees, including all other
persons engaged in the performance of any work or service required of
SUBCONTRACTOR under this Agreement and, solely for the purpose of this
indemnification and defense, SUBCONTRACTOR specifically waives any
immunity under the state industrial insurance law, Title 51 RCW.
SUBCONTRACTOR recognizes that this waiver was specifically entered into
pursuant to provisions of RCW 4.24.115 and was subject of mutual negotiation.
(d) The provisions of this section shall survive the expiration or termination of this
Agreement.
(17) SUBCONTRACTOR shall not discriminate against any person presenting themselves for
services based on race,religion,color,sex, age, or national origin.
(18) No portion of this Agreement may be assigned or subcontracted to any other individual,firm,
or entity without the express and prior written approval of COUNTY.If the COUNTY agrees
in writing that all or a portion of this Agreement may be subcontracted to a third-party,then
any contract or agreement between SUBCONTRACTOR and a third-party subcontractor
must contain all provisions of this Agreement and the third-party subcontractor must agree
to be bound by all terms and obligations found in this Agreement.
(19) This Agreement memorializes the entire agreement of the parties. No representation or
promise not expressly contained in this Agreement has been made. The parties are not
entering into this Agreement based on any inducement, promise or representation,
expressed or implied,which is not expressly contained in this Agreement. This Agreement
supersedes all prior or simultaneous representations, discussions, negotiations, and
agreements, whether written or oral, within the scope of this Agreement.
(20) SUBCONTRACTOR is responsible for meeting all terms and conditions of this Agreement
including standards of service,quality of materials and workmanship,costs,and schedules.
MCS Counseling Group,LLC Contract(2021)-Page 10 of 14
Failure of a subcontractor to perform is no defense to a breach of this Agreement.
SUBCONTRACTOR 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. SUBCONTRACTOR 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 head of the COUNTY
department primarily responsible for overseeing SUBCONTRACTOR'S performance
under this Agreement or that department head's designee must approve any proposed
subcontractors in writing. Any dispute arising between SUBCONTRACTOR and any
subcontractors or between any subcontractors must be resolved without involvement of
any kind on the part of the COUNTY and without detrimental impact on the delivery of
contracted goods or services.
(21) While performing services, the use of illegal drugs, alcohol, or controlled substances on
the COUNTY property or premises is strictly prohibited. SUBCONTRACTOR'S
employees shall not perform services while under the influence of drugs or alcohol, and if
discovered,may be reported to the appropriate law enforcement agency.
(22) The use of tobacco of any kind on property or premises of the COUNTY shall comply with
COUNTY policies.
(23) Any form of harassment, discrimination, or improper fraternization with any COUNTY
employee or a participant is strictly prohibited.
(24) 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. 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) The terms of this Agreement are not severable. 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 enforceable.
(26) This Agreement shall be binding upon and inure to the benefit of the parties' successors in
interest, heirs and assigns.
(27) 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.
(28) This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which counterparts together shall constitute the same
instrument which may be sufficiently evidenced by one counterpart. Execution of this
Agreement at different times and places by the parties shall not affect the validity of this
Agreement, so long as all the parties execute a counterpart of this Agreement.
(29) The parties agree that facsimile and electronic signatures shall have the same force and
effect as original signatures.
MCS Counseling Group,LLC Contract(2021)-Page 11 of 14
(30) The parties agree that this Agreement has been negotiated at arms-length, with the
assistance and advice of competent, independent legal counsel.
(31) Notwithstanding any 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 be amended), SUBCONTRACTOR 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. SUBCONTRACTOR
also agrees that upon receipt of any written public record request, SUBCONTRACTOR
shall, within two business days, notify the COUNTY by providing a copy of the request
per the notice provisions of this Agreement.
(32) All notices or other communications which any party desires or is required to give shall
be given in writing and shall be deemed to have been given if hand-delivered, sent by
facsimile, email, or mailed by depositing in the United States mail, prepaid to the party at
the address listed below or such other address as a party may designate in writing from
time to time.
Notices to the COUNTY shall be sent to the following address:
Jefferson County Risk Management Department
1820 Jefferson Street
Port Townsend, WA 98368
Notices to SUBCONTRACTOR shall be sent to the following address:
Julie Canterbury, MA, LMHC, Governor
MCS Counseling Group, LLC
9633 Levin Road NW. STE 100,
Silverdale, WA, 98383-8132
(SIGNATURES FOLLOW ON THE NEXT PAGE)
MCS Counseling Group,LLC Contract(2021)-Page 12 of 14
ADOPTED THIS day of ,2021
BOARD OF COUNTY COMMISSIONERS MCS COUNSELING GROUP,LLC
JEFFERSON COUNTY, WASHINGTON
By: By: <-40 4/Z0 Zl
Kate Dean, Chair DATE e Canterbury, Gove DATE
By:
Greg Brotherton, Commissioner DATE
By:
Heidi Eisenhour, Commissioner DATE
SEAL:
ATTEST:
Carolyn Galloway DATE
Clerk of the Board
Approved as to form only:
qg(Z,
Philip . H ticker ATE
Chief i '1 Deputy Pros cuti Attorney
MCS Counseling Group,LLC Contract(2021)-Page 13 of 14
APPENDIX A—COMPLIANCE AND RISK MONITORING FORM
This Compliance and Risk Monitoring Form shall be submitted along with every request for
reimbursement.
WASPC CONTRACT NO: MHFRT- 2021- 001- 002
DATE: 32 3/04>Z/
NAME OF SUBCONTRACTOR: I/ v I as
By signing below, I declare under penalty of perjury of the laws of the State of Washington and
the United States that the forgoing is true and correct. (Check the applicable boxes.)
DATE CERTIFICATION ITEM YES NO
SUBCONTRACTOR has not been suspended, debarred or
.3/23/2/ otherwise excluded from any federal or state contract x,
SUBCONTRACTOR is providing all written reports and
date required by the Agreement
SUBCONTRACTOR has provided any audit report
received by it from any government agency since the last
certification
SUBCONTRACTOR certifies that all of the deliverables
and other work required since the last certification have
been completed
All the work being billed for in the invoice actually has
been performed, including any timesheet or other backup
SUBCONTRACTOR agrees to submit to an audit within
30 days of a request from the COUNTY or WASPC
SUBCONTRACTOR has corrected any deficiencies
identified since the last certification
_^^ L AT�?�21
ONTRACTOR SIGNATUOinle-vbc,c,--u
E
J _-
t t '1 G
WRITTEN NAME OF PERSON SIG_l V_NG CERTIFICATION
APPROVED BY COUNTY:
COUNTY APPROVALSIGNATURE DATE
WRITTEN NAME OF PERSON APPROVING CERTIFICATION
MCS Counseling Group,LLC Contract(2021)-Page 14 of 14