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HomeMy WebLinkAboutWashington Initiative for Supported Employees (WISE), Amendment No. 5 - 052223��n�:ilt 5•�a' a3 -Wk; rq I. g)ol Contract Amendment #5 Between Wise And Jefferson County Public Health Developmental Disabilities Program WHEREAS, Wise (Subcontractor) and Jefferson County (County) entered into an agreement on October 15, 2021 for Professional Services. To provide technical assistance, training and Consultating Services to the Jefferson County I/DD County Program; to Supported Employment and Community Inclusion and other Service Providers. WHEREAS, the parties desire to amend the terms of that agreement. IT IS AGREED BETWEEN BOTH PARTIES AS NAMED HEREIN AS FOLLOWS: <° 1. The term of the above referenced agreement ends June 30, 2023. 2. Subcontractor's contract will be increased by $2,128.87 in funding for services rendered during the term of April 17, 2023 through June 30, 2023. Total compensation under this Agreement shall not exceed $29,450.12; without express written amendment signed by both parties. 3. Subcontractor can access funding for the following: a. To assist Wise with general funding support; for the Community Summit Conference in Wenatchee; to provide scholarships to the Community Summit; to individuals with disabilities; service providers, parents and community members who support and/or deliver services to individuals who experience an Intellectual/Developmental Disability. 4. Work performed between April 17, 2023 and the execution of this Agreement that is consistent with the provisions of this Agreement is hereby ratified. 5. All other terms and conditions of the agreement will remain the same. Dated this day of O u , 2023 By: Jgg- BTotherton, Chair Jefferson Board of County Commissioners A,4, -A , By: Cesilee Coulson, Executive Director Wise DD-21-050-A5 � �C�a �•• s *,(?JTEST: OF B W /'? Z/—'? y.6�ga Date Carolyn Galla ay, Clerk of the Board APPROVED AS TO FORM ONLY: By: May 10, 2023 Philip Hunsucker, Date Chief Civil Deputy Prosecuting Attorney 615 Sheridan Street Port Townsend, WA 98368 qpn www.JeffersonCountyPublicHealth.org Q` Consent Agenda Public Healt JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Mark McCauley, County Administrator FROM: Apple Martine, Public Health Director Anna McEnery, DD & BH Coordinator DATE: N aa-` jo'-�3 SUBJECT: Agenda Item — Amendment #5 to the Professional Services Agreement — with Wise; to provide scholarships; to assist with general funding support for the Community Summit Conference in Wenatchee; October 15, 2021 — June 30, 2023; an additional $2,128.87 in funding, for a total of $29,450.12, for this agreement; in Jefferson County, Washington STATEMENT OF ISSUE: Jefferson County Public Health, Developmental Disabilities Division, is requesting Board approval of Amendment #5 to the Professional Services Agreement with Wise; to provide scholarships; to assist with general funding support for the Community Summit Conference in Wenatchee; October 15, 2021 — June 30, 2023; an additional $2,128.87 in funding, for a total of $29,450.12; for this agreement; in Jefferson County, Washington. ANALYSIS/STRATEGIC GOALS/PRO'S and CONS: Amendment #5 to the Professional Services Agreement with Wise; will fund the following; to assist Wise with general funding support for the Community Summit Conference in Wenatchee; to provide scholarships to the Community Summit; to Service Providers, Parents, Individuals with Disabilities and Community Members who support and/or deliver services to individuals who experience an Intellectual/Developmental Disability; in Jefferson County, Washington. The Intellectual/Developmental Disabilities Advisory Board agrees this is an important service for our community. Wise; is a Sole Source Provider. FISCAL IMPACT/COST BENEFIT ANALYSIS: Funding for Amendment #5 to the Professional Services Agreement with Wise; is under the County DD Program budget; is identified as County Millage funding. The intent for this contract, is to be on going, as long as the DD Program has the funding. 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 DD-21-050-A5 RECOMMENDATION: Jefferson County Public Health, the Developmental Disabilities Division, requests approval of Amendment #5 to the Professional Services Agreement with Wise; to provide scholarships; to assist with general funding support for the Community Summit Conference in Wenatchee; October 15, 2021 — June 30, 2023; an additional $2,128.87 in funding, for a total of $29,450.12; for this agreement; in Jefferson County, Washington. Mark McCauley, Co6n jy Administrator Date Community Health Environmental Public Health Developmental Disabilities 360-385-9444 360-385-9400 (f) 360-379-4487 Always working for a safer and healthier community CONTRACT REVIEW FORM (INSTRUCTIONS ARE ON THE NEXT PAGE) Clear Form CONTRACT WITH: Wise Contract No: DD-21-050-A5 r ,...4«n ,.4 U.,«• Services for People who experience Intellectual/Developmental Disabilities Term: October 15, 2021 - June 30, 2023 %'UlMa" i v.. COUNTY DEPARTMENT: Jefferson County Public Health- DID Program Contact Person: Anna McEnery Contact Phone: 360-385-9410 Contact email: amcenery@co.jefferson.wa.us AMOUNT: Additional: $2,128.87 for a total of $29,450.12 Revenue: Expenditure: Matching Funds Required: Sources(s) of Matching Funds Fund # Munis Org/Obj $2,128.87 PH fund #127 HDD 405- 12768041 rxu� r.aa: Exempt from Bid Process Cooperative Purchase Competitive Sealed Bid Small Works Roster Vendor List Bid RFP or RFQ Other: APPROVAL STEPS: STEP 1: DEPARTMENT CERTIFIES COM� E 3.55.080 AND CHAPTER 42.23 RCW. CERTIFIED: ■ N/A: Lam— May 9, 2023 ® Signature Date STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE COUNTY (CONTRACTOR) HAS NOT BEE DEBA ED BY ANY FEDERAL, STATE, OR LOCAL AGENCY. CERTIFIED: Fm� N/A: ® May 9, 2023 Signature Date STEP 3: RISK MANAGEMENT REVIEW (will be added electronically through Lasertiche): Electronically approved by Risk Management on 5/9/2023. STEP 4: PROSECUTING ATTORNEY REVIEW (will be added electronically through Laserfiche): Electronically approved as to form by PAO on 5/10/2023. Contract amendment. STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY(IF REQUIRED). STEP 6: CONTRACTOR SIGNS STEP 7: SUBMIT TO BOCC FOR APPROVAL Contract Amendment #4 Between Wise And Jefferson County Public Health Developmental Disabilities Program WHEREAS, Wise (Subcontractor) and Jefferson County (County) entered into an agreement on October 15, 2021 for Professional Services. To provide technical assistance, training and Consultating Services to the Jefferson County I/DD County Program; to Supported Employment and Community Inclusion and other Service Providers. WHEREAS, the parties desire to amend the terms of that agreement. IT IS AGREED BETWEEN BOTH PARTIES AS NAMED HEREIN AS FOLLOWS: 1. The term of the above referenced agreement ends June 30, 2023. 2. Subcontractor's contract will be increased by $1,221.25 in funding for services rendered during the term of March 1, 2022 through June 30, 2023. Total compensation under this Agreement shall not exceed $27,321.25, without express written amendment signed by both parties. 3. Subcontractor can access funding for the following: a. To assist Jefferson County contracted Providers, by providing technical assistance and training in all aspects of Employment and Community Inclusion -Day Program Services, (these services may include Provider Evaluations & 1:1 Coaching). b. A Document Training will guide the Community Inclusion Staff to uncover goals by utilizing existing services plans and case notes. Staff will be walking through current plans and applying SMART goals, case notes and next steps. 4. Work performed between March 1, 2022 and the execution of this Agreement that is consistent with the provisions of this Agreement is hereby ratified. 5. All other terms and conditions of the agreement will remain the same. Dated this day of , 2022 By. Heidi Eisenhour, Chair Jefferson Board of County Commissioners By: c4p,10" OX Sk,� Cesilee Coulson, Executive Director Wise Dazt•osana ATTEST: / r By: Carolyn —Gallawij, Clerk of the Board APPROVED AS, TO FORM ONLY: By: July 30, 2022 Philip C. Hunsucker, Date Chief Civil Deputy Prosecuting Attorney Contract Amendment 03 Between Wise And Jefferson County Public Health Developmental Disabilities Program WHEREAS, Wise (Subcontractor) and Jefferson County (County) entered into an agreement on October 15, 2021 for Professional Services. To provide technical assistance, training and Consultating Services to the Jefferson County I/DD County Program; to Supported Employment and Community Inclusion and other Service Providers. WHEREAS, the parties desire to amend the terms of that agreement. IT IS AGREED BETWEEN BOTH PARTIES AS NAMED HEREIN AS FOLLOWS: 1. The term of the above referenced agreement ends June 30, 2023. 2. Subcontractor's contract will be increased by $10,000.00 in funding for services rendered during the term of July 1, 2022 through June 30, 2023. Total compensation under this Agreement shall not exceed $26,100.00 without express written amendment signed by both parties. 3. Subcontractor can access funding for the following: To assist Jefferson County contracted Providers, by providing technical assistance and training in all aspects of Employment and Community Inclusion -Day Program Services, (these services may include Provider Evaluations & 1:1 Coaching). To work with the Jefferson County I/DD Program, to do the following: to look into the prospect of creating a School to Work, (S2W) and/or a Transition Program for Jefferson County; to provide general support for the Community Summit. 4. Work performed between July 1, 2022 and the execution of this Agreement that is consistent with the provisions of this Agreement is hereby ratified. 5. All other terms and conditions of the agreement will remain the same. Dated this 7 day of �; , 2022 By: ` 24 Heili Eisenhour, Chair Jefferson Board of County Commissioners By: Cesilee Coulson, Executive Director Wise Do-21-050-a3 ATTEST: By: r "'(" �"i r� L l_(// a cvz Carolyn Gallaway, Clerk of the Boarer APPROVED AS TO FORM ONLY: By: June 22, 2022 Philip Hunsucker, Date Chief Civil Deputy Prosecuting Attorney Contract Amendment #2 Between Wise And Jefferson County Public Health Developmental Disabilities Program WHEREAS, Wise (Subcontractor) and Jefferson County (County) entered into an agreement on October 15, 2021 for Professional Services. To provide technical assistance, training and Consultating Services to the Jefferson County I/DD County Program; to Supported Employment and Community Inclusion and other Service Providers. WHEREAS, the parties desire to amend the terns of that agreement. IT IS AGREED BETWEEN BOTH PARTIES AS NAMED HEREIN AS FOLLOWS: 1. The term of the above referenced agreement ends June 30, 2022. 2. Subcontractor's contract will be increased by $1,100.00 in funding for services rendered during the term of June 15, 2022 through June 30, 2022. Total compensation under this Agreement shall not exceed $16,100.00 without express written amendment signed by both parties. 3. Subcontractor will provide the following services: a. A Training that will cover the basics of providing Community Inclusion services during the pandemic, with a focus on continuing to lead services back into community settings. Staff will learn how to create opportunities for participants to engage/volunteer in community -based activities and stay connected. Observation and exploration will be used to build and strengthen relationships between participants and local community members. b. A Document Training will guide the Community Inclusion Staff to uncover goals by utilizing existing services plans and case notes. Staff will be walking through current plans and applying SMART goals, case notes and next steps. 4. Subcontractor can access funding for the following: 5. Work performed between June 15, 2022 and the execution of this Agreement that is consistent with the provisions of this Agreement is hereby ratified. 6. All other terms and conditions of the agreement will remain the same. Dated this {> �~ r day of 2022 By: - IHo di 5senhour, Chair Jefferson Board of County Commissioners By: CZ4440_ Cec�ae� Cesilee Coulson, Executive Director Wise nn-z 1-oso-n2 ATTEST: By. Carolyn Gallaw.k �1B`laZ APPROVED AS TO FORM ONLY: C `~ By: June 21, 2022 Philip C. Hunsucker, Date Chief Civil Deputy Prosecuting Attorney Contract Amendment #1 Between Wise And Jefferson County Public Health Developmental Disabilities Program WHEREAS, Wise (Subcontractor) and Jefferson County (County) entered into an agreement on October 15, 2021 for Professional Services. To provide technical assistance, training and Consultating Services to the Jefferson County I/DD County Program; to Supported Employment and Community Inclusion and other Service Providers. WHEREAS, the parties desire to amend the terms of that agreement. IT IS AGREED BETWEEN BOTH PARTIES AS NAMED HEREIN AS FOLLOWS: 1. The term of the above referenced agreement ends June 30, 2022. 2. Subcontractor's contract will be increased by $5,000.00 in funding for services rendered during the term of May 15, 2022 through June 30, 2022. Total compensation under this Agreement shall not exceed $15,000.00 without express written amendment signed by both parties. 3. Subcontractor can access funding for the following: a. An Equity and Diversity Video Project that will result in the development a variety of stories that are approximately 30-min. maximum length. Wise will provide training and support so participating agencies can capture & create content related to employment and community inclusion. This content can be utilized for social media, training, employer outreach, and other avenues of promoting employment and inclusion statewide. Priority will be stories which feature Black, Indigenous, People of Color (BIPOC) and/or People with Intellectual/Developmental Disabilities who in live in rural or under -served communities. 4. Work performed between May 15, 2022 and the execution of this Agreement that is consistent with the provisions of this Agreement is hereby ratified. 5. All other terms and conditions of the agreement will remain the same. yr Dated thi 2 fday of 1A 2022 r �( By: ✓✓✓"' Heidi Eisenhour, Chair Jefferson Board of County Commissioners By: DD-21-050-Al Cam. Cesilee Coulson, Executive Director Wise Page 1 of 2 ATTEST: By: � -�-- Carol Galla Date Clerk of the Board APPROVED AS TO, FORM ONLY; By: May 18, 2022 Philip C. Hunsucker Date Chief Civil Deputy Prosecuting Attorney Page 2 of 2 PROFESSIONAL SERVICES AGREEMENT FOR Wise THIS PROFESIONAL SERVICES AGREEMENT ("this Agreement") is entered into between the County of Jefferson, a municipal corporation ("the County"), and Wise ("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 Projects: To assist Jefferson County contracted Providers, by providing technical assistance and training in all aspects of Employment and Day Program Services, (these services may include Provider Evaluations & 1:1 Coaching). To work with the Jefferson County DD Program, to do the following: bring a two part series of trainings about social media and safety to the community; to collaborate with Clallam County on a First Responder Training; to look into the prospect of creating a School to Work, (S2W) and/or a Transition Program for Jefferson County; provide general support for the Community Summit. 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 October 15, 2021 and continue through June 30, 2022. Work performed consistent with this Agreement during its term, put 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 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 and reports pursuant to Exhibit `B" of the Agreement may result in a denial of reimbursement. Invoices not submitted within 60 days may be denied. c. 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. Professional Services Agreement: WISE - 2021-2022 Page 1 of 16 DD-21-050 d. Consultant shall provide invoices and necessary backup documentation for all services including timesheets and statements (specifying the services provided). Any indirect charges require the submittal of an indirect cost methodology and rate using 2 C.F.R. Part 255 and 2 C.F.R. Part 230. e. 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 Docwnents. 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. County and Contractor shall meet to discuss areas of contention in an attempt to resolve issues. c. Audit will provide statements consistent with the guidelines of Reporting for Other Non -Profit Organizations AICPA SOP 78-10, and is performed in accordance with generally accepted auditing standards and with Federal Standards for Audit of Governmental Organizations, Programs, Activities and Functions, and meeting all requirements of 2 C.F.R. Part 200, as applicable. Indemnification. The Contractor shall defend, indemnify and hold the County, its officers, officials, employees, agents and volunteers (and their marital communities) harmless from any and all claims, injuries, damages, losses or suits including attorney's fees, arising out of or resulting from the acts, errors or omissions of the Contractor in performance of this Agreement, except for injuries and damages caused by the sole negligence of the County. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property Professional Services Agreement: WISE - 2021-2022 Page 2 of 16 caused by or resulting from the concurrent negligence of the Contractor and the County, its officers, officials, employees, agents and volunteers (and their marital communities) the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 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, (c) Non -owned automobiles. b. Commercial General Liability Insurance in an amount not less than a single limit of one million dollars ($1,000,000) per occurrence and an aggregate of not less than two (2) times the occurrence amount ($2,000,000.00 minimum) for bodily injury, including death and property damage, unless a greater amount is specified in the contract specifications. The insurance coverage shall contain no limitations on the scope of the protection provided and include the following minimum coverage: i. Broad Form Property Damage, with no employee exclusion; ii. Personal Injury Liability, including extended bodily injury; iii. Broad Form Contractual/Commercial Liability — including coverage for products and completed operations; iv. Premises — Operations Liability (M&C); v. Independent Contractors and subcontractors; vi. Blanket Contractual Liability. 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 Professional Services Agreement: WISE - 2021-2022 Page 3 of 16 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 this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations concerning indemnification of the County. 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 Professional Services Agreement: WISE - 2021-2022 Page 4 of 16 retention, or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. 1. 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. m. Any coverage for third parry 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. n. 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. o. 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. p. 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. q. 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. r. 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. s. The insurance limits mandated for any insurance coverage required by this Agreement are not intended to be an indication of exposure nor are they limitations on indemnification. t. 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. Professional Services Agreement: WISE - 2021-2022 Page 5 of 16 u. 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. v. 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). a. 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 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. Professional Services Agreement: WISE - 2021-2022 Page 6 of 16 12. SubcontractingRequirements. 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. 13. 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. 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. The County reserves the right to terminate this Agreement at any time by giving ten (10) days written notice to the Contractor. Professional Services Agreement: WISE - 2021-2022 Page 7 of 16 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. c. The County reserves the right to terminate 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 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: Notices to the County shall be sent to the following address: Jefferson County Public Health Department Attn: Anna Mc Enery-DDBH County Coordinator 615 Sheridan Street Port Townsend, WA 98368 Notices to Contractor shall be sent to the following address: Wise ATT: Cesilee Coulson 16040 Christensen Rd. Ste. 212 Tukwila WA 98188 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 Professional Services Agreement: WISE - 2021-2022 Page 8 of 16 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. 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. Professional Services Agreement: WISE - 2021-2022 Page 9 of 16 31. Arms -Len t h 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. 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 has approved subcontractor, or volunteers used by the Contractor shall submit to a fingerprint identity and criminal history check before they are authorized to perform services for the Project. The DS11S Background Check Central Unit (BCCU) must be used to obtain verification of a background clearance. 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 or vulnerable adults shall also: a. The Contractor shall verify background/criminal history clearance for all employees, subcontractors, and/or volunteers who may have unsupervised access to vulnerable DSHS clients, in accordance with IZCWW 43.43.830-845, RCW 74.15.030 and chapter 388-06 WAC as part of the hiring process and every three years thereafter. If the entity reviewing the application elects to hire or retain an individual after receiving notice that the applicant has a conviction for an offense that would disqualify the applicant from having unsupervised access to vulnerable adults as defined in Chapter 74.34 RCW, then the County shall deny payment for any subsequent services rendered by the disqualified individual provider. b. Require that each of the Contractor's employees, the employees of any of the Contractor's approved subcontractor, or volunteers used by the Contractor Professional Services Agreement: WISE - 2021-2022 Page 10 of 16 undergo not less often than once every three (3) years another Jefferson County approved criminal history and background check; c. 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; d. 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 __, 20 (SIGNATURES FOLLOW ON THE NEXT PAGE) Professional Services Agreement: WISE - 2021-2022 Page 11 of 16 SIGNATURE PAGE �1 Naame_ of ContmotOr Contractor Representative (Please print) —� iIA (Signature) C:WV th � e U1 ee Title Date JEFFERSON COUNTY BOARD OF COMMISSIONERS M n, Member tIlk A/ Heidi Eisenhour, Member, � ilh� �Y Approved as to form only: C. October 5, 2021 Philip C. Hunsucker Date Chief Civil Deputy Prosecuting Attorney Professional Services Agreement: WISE - 2021-2022 Page 12 of 16 EXHIBIT A Scope of Work Wise October 15, 2021— June 30, 2022 RESPONSIBILITIES: Public Health, as administrator of the Jefferson County DD Program Funds, and Wise agree that Wise will provide services to individuals as described in this Contract, further agrees to comply with the stipulations contained in: EXHIBIT A: Scope of Work: EXHIBIT B: Fee Schedule: and Wise as a contracted provider, agrees to: 1. Description of purpose and services to be provided: 2. Wise will support the following activities: a) Contractor will work with Jefferson County contracted Providers, to provide technical assistance and training in all aspects of Employment and Day Program Services, for participants currently receiving Individual Supported Employment or Community Inclusion Services. These services may include Provider Evaluations & 1:1 Coaching. b) Contractor will work with the Jefferson County DD Program to bring a two part series of Trainings on Social Media and Safety to the Community: i. #1 Staying Smart with Social Media ii. #2 Building Healthy relationships: In Person and Online c) Contractor will work with the Jefferson County DD Program to collaborate with Clallam County and other Counties on a First Responder Training. d) Contractor will work with the County, Self -Advocates, Students, School Districts, Providers, DDA, DVR and the Transition Network to look into the prospect of creating a School to Work, (S2W) and/or a Transition Program for Jefferson County. e) Contractor will work with the Jefferson County DD Program to provide general support for the Community Summit. 3. The Contractor will complete Developmental Disabilities background checks per WAC 388-06 Background/Criminal History Checks for all staff providing direct services to clients. 4. The Contractor will ensure all staff follow Developmental Disabilities Administration Policy 5.13 and Policy 6.08 regarding Mandatory Reporting and Incident Reporting Requirements for County Contracted service providers. Professional Services Agreement: WISE - 2021-2022 Page 13 of 16 5. The Contractor will notify the County as soon as they become aware of any data breach, which may affect electronic or physical documentation of confidential client information or financial records. 6. The Contractor represents that it is qualified and possesses the necessary expertise, knowledge, training, and skills, and has the necessary licenses and certifications to perform the services set forth in this Contract and as referenced and are applicable in the in the DDA Policy Manual. 7. In signing this agreement, the Contractor attests to have reviewed and ensures compliance with the applicable guidelines: DDA Policy Manual a. 5.01 Background Check Authorizations b. 5.03 Client Complaints C. 5.06 Client Rights d. 5.13 Mandatory Reporting e. 6.08 Incident Management and Reporting Requirements for County Contracted Providers 8. The Contractor and all employees and volunteers employed by the Contractor are mandated reporters as defined under RCW 74.34.020(1), and must comply with reporting requirements described in RCW 74.34.035, 040 and Chapter 26.44 RCW. If the County is notified by DSHS that an employee, officer or agent of the Contractor has been cited or is on the registry for a substantiated finding, the employee, officer or agent will be prohibited from providing services under this Agreement. 9. The Contractor shall promptly report to DSHS Adult Protective Services per DDA Policy 5.13, Protection from Abuse: Mandatory Reporting if. there is reasonable cause to believe that abandonment, abuse, financial exploitation or neglect (as defined by RCW 74.34.020 of a person who has a developmental disability (as defined in RCW 71 A.10,020) has occurred. If the Contractor has reason to suspect that sexual or physical assault of such a person has occurred, the Contractor shall also immediately report to the appropriate law enforcement agency and DSHS/Adult Protective Services. Professional Services Agreement: WISE - 2021-2022 Page 14 of 16 EXHIBIT B Fee Schedule 2021/2022 Wise October 15, 2021— June 30, 2022 BudgetService Contractor will work with Jefferson County contracted Hourly rate for Wise staff, Providers, to provide technical assistance and training in including admin fee 14% all aspects of Employment and Day Program Services, for participants currently receiving Individual Supported Employment or Community Inclusion Services. Hourly rate for Wise staff or subcontracted rates, including Provider Evaluation & 1:1 Coaching admin fee 14% Social Media Series: Hourly rate for Wise staff or 41 Staying Smart with Social Media subcontracted rates, including admin fee 14% #2 Building Healthy relationships: In Person and Online Hourly rate for Wise staff or First Responder Training w/ Clallam County and other subcontracted rates, including counties admin fee of 14% Hourly rate for Wise staff or subcontracted rates, including Creating a School to Work, (S2W) Project admin fee 14% Community Summit General Support Flat Rate of $1,000 to $2,000 TOTAL BUDGET $10,000 Not to exceed $10,000 in completion of services for the duration of this contract without express written amendment signed by both parties. Professional Services Agreement: WISE - 2021-2022 Page 15 of 16 ADDENDUM %, Training and Technical Assistance Fee Schedule 2021 - 2022 Hourly Consulting Rate", for training and techniCal assistance ser-Vices are as follows: • Program Manager - S110 per hors • Directors, Senior Program Managers and Digital Content Mamoru - S125 per hour • Executive Director and Assistant Executive Director - $135 per hour • Individual Technical Assistance (ITA) services in WA State S125 per hour o Includes Behavior Analysis services and Wise Associates in WA State • International projects S175 per hour USD •Muir rates do not lhrkrde travel expenses Additional Consulting Rates for training and technical assistance ser+-ices are as folios+rn�: • A daily rate of $1500 per staff member maybe used in Neu Of hourly rates, plus travel expenses Webinars: 1. Muse trghft wobhun (up to 2 hours): Fees are variable, Includes certificate of completion. 2- Webinar presenlatiom (up to 2 hours): Hourly rates Will apply for prep and performance unless otherwise negotiated. 3. Webinar support serMces: Platform use, help desk, facilitation% marketing registration, surveys, data reports and certificates: negotiated on a case by case basis lViSe Oniinr A( aiit rm.' WLI y (� $200 per course, $600 for the four course series (Customized Employment ACRE certification, prepares students for sitting for the APSE C£SP exam) • Introduction to Supported Employment, Discovery, and Person Centered Planning a Job Development and Marketing • Systematic Instruction: Teaching, leatring, and Retaining Abilities • Social Security Work Incentives (the course is provided in an On -Demand format) Wise Online Acadenir EtnpIoyment Professional Ce0ificate Program (%VOA 200): SZ500 registration fee for full course, first come first served basis, coveting Foundation of Supported Ernployrnent; Essentials to Marketing and Job Development; Job Support and Retention; and Field Practicum. For snore Ink mtlon: Wise Learning Centel• (WLC): Per user fees include: • S39.99 for one month of unlimited access • $100 for 3 months of unlimited access • S350 for 12 moMhs of unlimited access • Specialized Continuing Education Certificate courses are available lot an added fee ',on Cent:: r _ WIN be provided at the rate of $125 per hour fa up to 20 hours. (See special considerations for additional funding consideration, travel expenses not included) E Penses: Per State or Federal Travel regulations on a reimbursable basis. Mileage will be billed at the current IRS rate. aI Consideration--. The above rates and registration fees, do not include cost of venues, interpreters, alternative formals for documents or other accommodation costs, the cost of supplying food, refreshments or supplies to participants in a training or technical assistance. These expenses will be negotiated and proposed in addition to training and technical assistance flat fees, hourly or daily rates. Third Palh- Brokering Ser%zces; A 15% Brokering Fee will be charged on any third -party invoice brokered through Wise. For contracts that exceed $35AW, the Brokering Fee will then be reduced to 10%. The Brokering Fee Includes the development of the subcontract, contract compliance monitoring, insurance, fiscal oversight, auditing services, fiscal reporting to the contractor and IRS. Third party consultants may be brokered within the Wise rate range per hour unless otherwise approved by the Executive Ditector, and/or the funder. Professional Services Agreement: WISE - 2021-2022 Page 16 of 16