HomeMy WebLinkAboutPfeiffer House 615 Sheridan Street
Port Townsend, WA 98368
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Public He� Consent Agenda
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Mark McCauley, County Administrator
FROM: Apple Martine, Director, Jefferson County Public Health
DATE:
SUBJECT: Agenda Item — Amendment 2 to Professional Services Agreement, OWL 360
for the Pfeiffer House Sustainable Living Project; February 1, 2022 through
August 31, 2023; increase of Jefferson County's financial contribution by
$25,000 for a contract total not to exceed $127,000
STATEMENT OF ISSUE:
Jefferson County Public Health, (JCPH) requests Board approval of Amendment 2 to Professional Services
Agreement with OWL 360, to meet the RCORP-Implementation Grant #GA1RH39564 requirements to provide
an environment conducive to prevention, intervention and recovery and oversee the development of a peer
network. Amendment 2 increases Jefferson County's financial contribution by $25,000, for a total to be
invoiced not to exceed $127,000 for the performance period beginning February 1, 2022 and ending August
31, 2023.
NOTE: this amendment was previously submitted to Risk/Legal and approved. Subsequently, former
paragraph 4 (concerning availability of equipment for use on other projects) was stricken with PAO approval.
ANALYSIS/STRATEGIC GOALS/PRO'S and CONS:
This agreement between JCPH and OWL 360 is to meet the Health Resources Services Administration (HRSA)
Award GAIRH32956 — Rural Communities Opioid Response Program-Implementation (RCORP-I) grant
requirements to provide an environment conducive to recovery, provide recovery peer support, and oversee
the development of a peer network. The services supported through this agreement are designed to meet the
RCORP-I grant's goal to reduce recidivism, mental health issues and substance use disorders for Jefferson
County residents involved with the OWL 360 Project.
FISCAL IMPACT/COST BENEFIT ANALYSIS:
This agreement is funded by HRSA award GAlRH39564 (RCORP-I), awarded to JCPH for CHIP, who applied
for the grant on behalf of the Jefferson County Behavioral Health Consortium (BHC). The RCORP-I funding
continues the work set out in Jefferson County's Behavioral Health Consortium (BHC) Strategic Plan, developed
by the BHC over the past year with funding from HRSA award G25RH32956 (Rural Communities Opioid
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
N-22-006-A2
Response — Planning) to improve access to prevention, treatment and recovery services for opioid, substance
use, and behavioral health patients.
RECOMMENDATION:
JCPH management requests approval of Amendment 2 to the Professional Services Agreement with OWL 360;
February 1, 2022 through August 31, 2023; increased funding by $25,000 for a total to be invoiced not to
exceed $127,000
REVIEWED BY-.
�
Mark McCauley, Con Administrator Date
Community Health Environmental Public Health
Developmental Disabilities 360-385-9444
360-385-9400 (f) 360-379-4487
360-385-9401 (f) Always working for a safer and healthier community
CONTRACT REVIEW FORM Clear Form
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: OWL 360 Contract No: N-22-006-A2
Contract For: Pfeiffer House Sustainable Living Project Term: 2/1/2022 thru 8/31/2023
COUNTY DEPARTMENT: Public Health
Contact Person: Lori Fleming
Contact Phone: x 441
Contact email: Ifleming&oJefferson.wa.us
AMOUNT: Additional$25,000 for total of$127,000 PROCESS: Exempt from Bid Process
Revenue: Cooperative Purchase
Expenditure: $25,000 Competitive Sealed Bid
Matching Funds Required: Small Works Roster
Sources(s) of Matching Funds Vendor List Bid
Fund # 127 RFP or RFQ
Munis Org/Obj 12756200 Other:
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES COMPL N//CE WITW5;5 3.55.080 AND CHAPTER 42.23 RCW.
CERTIFIED: FN N/A:❑ !.c June 9,2023
Signature Date
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL
AGENCY.
CERTIFIED: R1 N/A: ® June 9,2023
Signature Date
STEP 3: RISK MANAGEMENT REVIEW(will be added electronically through Laserfiche):
Electronically approved by Risk Management on 6/13/2023.
STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 6/12/2023.
Previously approved. Change not material to the County.
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
I
AMENDMENT#2
TO
PROFESSIONAL SERVICES AGREEMENT
Between
Jefferson County
And OWL 360
For the Pfeiffer House Sustainable Living Project
Dated: February 1, 2022 through August 31, 2023
The Purpose of this Amendment is to fund an additional $25,000 for a contract total of
$127,000, to this Professional Services Agreement. The agreement is hereby amended as
follows:
• Section 4.a. Payment is amended, in relevant part, to increase the County of Jefferson's
financial contribution by $25,000, for a total contract amount of$127,000, for the term
of performance beginning February 1, 2022 and ending August 31, 2023.
• Exhibit A is amended to add purchase of vehicle to transport clients for activities
associated with OWL 360
• Policy and Requirements for Property obtained under this Agreement through HRSA
RCORP-Implementation grant funds.
(1) Real property, equipment, and intangible property, that are acquired or improved
with RCORP-Implementation grant funds is held in trust by the Contractor as trustee for
the beneficiaries of the project or program under which the property was acquired or
improved, as required by 45 C.F.R. §75.323. The County may require the Contractor to
record liens or other appropriate notices of record to indicate that personal or real
property has been acquired or improved with a federal award and that the use and
disposition conditions of this paragraph apply to the property.
(2) Subject to the obligations and conditions set forth in this Agreement, title to
equipment acquired under a federal award will vest upon acquisition in the Contractor.
Unless a statute specifically authorizes the federal agency to vest title in the Contractor
without further obligation to the federal government, and the federal agency elects to
do so, the title is a conditional title. Title vests in the Contractor subject to the following
conditions:
(a) Contractor only uses the equipment for the authorized purposes of the project
during the period of performance, or until the property is no longer needed for the
purposes of the project.
(b) Contractor may not encumber the property without approval of the County.
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(c) Contractor must use and dispose of the property in accordance with this
paragraph.
(3) Equipment must be used by the Contractor in the program or project for which it
was acquired as long as needed, whether or not the project or program continues to be
supported by HRSA RCORP-Implementation funds. When no longer needed for the
original program or project, the equipment may be used in other activities supported by
the County, in the following order of priority:
(a) Activities under a federal award from the County which funded the original
program or project, then
(b) Activities under federal awards from other HRSA awarding agencies.
(4) Notwithstanding the encouragement in § 75.307 to earn program income, the
Contractor must not use equipment acquired with the federal award to provide services
for a fee that is less than private companies charge for equivalent services unless
specifically authorized by federal statute for as long as the federal government retains
an interest in the equipment.
(6) When acquiring replacement equipment, the Contractor may use the equipment to
be replaced as a trade-in or sell the property and use the proceeds to offset the cost of
the replacement property.
(6) Any property (real and personal) is subject to the requirements for property
obtained through RCORP-Implementation grant funds as set out in 45 CFR § 75.318
through 45 CFR § 75.323. Contractor is required to comply with all applicable
requirements for purchasing, maintaining, managing and disposing of property in
accordance with HRSA RCORP-Implementation regulations, including, but not limited to
the following:
(a) Contractor shall maintain all property through effective property management
practices for the full property life cycle of property acquired and used under funds
dispersed pursuant to this Agreement.
(b) Contractor shall adopt and follow written policies and procedures for the full
property life cycle of property (acquisition, improvements, maintenance,
management, and disposal) that are compliant with the property standard
provisions at 45 CFR §75.318 through §75.323. The Contractor's adopted written
policies and procedures are attached to this agreement as Exhibit C. The policies
and procedures must include, but are not limited to the following:
(i) Contractor must maintain property records that include a description of the
property, a serial number or other identification number, the source of funding
for the property (including the FAIN), who holds title, the acquisition date, and
cost of the property, percentage of Federal participation in the project costs for
the Federal award under which the property was acquired, the location, use
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and condition of the property, and any ultimate disposition data including the
date of disposal and sale price of the property.
(ii) The Contractor shall insure any personal property acquired under this
Agreement for loss, theft, and damage that covers replacement value.
(iii) A physical inventory of the property must be taken and the results
reconciled with the property records at least once every two years.
(iv) A control system must be developed to ensure adequate safeguards to
prevent loss, damage, or theft of the property. Any loss, damage, or theft must
be investigated.
(v) Adequate maintenance procedures must be developed to keep the property
in good condition.
(vi) Disposition. When original or replacement equipment acquired with DHHS
funds is no longer needed for the original project or program or for other
activities currently or previously supported by the County, except as otherwise
provided in federal statutes, regulations, or HHS awarding agency disposition
instructions,the Contractor must request disposition instructions from County if
required by the terms and conditions of the federal award. Disposition of the
equipment will be made as follows, in accordance with the County's disposition
instructions:
A. Items of equipment with a current per unit fair market value of$5,000
or less may be retained, sold or otherwise disposed of with no further
obligation to the County.
B. If the Contractor is authorized or required to sell the property, proper
sales procedures must be established to ensure the highest possible return.
C. The Contractor entity may transfer title to the property to the federal
government or to an eligible third party provided that, in such cases, the
Contractor is entitled to compensation for its attributable percentage of
the current fair market value of the property.
D. In cases where a Contractor fails to take appropriate disposition actions,
the County may direct the Contractor entity to take disposition actions.
All other terms and conditions of the agreement remain in effect and the agreement and this
Amendment represents the sum total of the mutual agreement by and between Health
Facilities Planning & Development and Jefferson County Public Health.
Dated this day of , 2023.
(SIGNATURES FOLLOW ON THE NEXT PAGE)
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SIGNATURE PAGE
OWL 360 for PFEIFFER HOUSE JEFFERSON COUNTY
SUSTAINABLE LIVING PROJECT BOARD OF COMMISSIONERS
Contractor p entative (Please print) Greg Brotherton, Chair
(Signature) v Kate Dean, Member
Title Heidi Eisenhour, Member
Date
ATTEST:
Carolyn Gallaway, Date
Clerk of the Board
APPROVED AS TO FORM ONLY:
June 12, 2023
Philip C. Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
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PROFESSIONAL SERVICES AGREEMENT
Between Jefferson County
And OWL 360
For the Pfeiffer House Sustainable Living Project
THIS PROFESSIONAL SERVICES AGREEMENT("this Agreement") is entered into between
the County of Jefferson, a municipal corporation("the County"), and OWL 360 ("the
Contractor"), in consideration of the mutual benefits,terms, and conditions specified below.
1. Proiect Designation. The Contractor is retained by the County to perform the
following Project: To meet the RCORP-Implementation Grant#GA1RH39564
requirements to provide an environment conducive to prevention, intervention and
recovery, provide recovery peer support, and oversee the development of a peer
network.
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 February 1, 2022 and
continue through August 31, 2023. 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 $47,000) $23,500 in 2022 and$23,500 in 2023)
without express written modification of the Agreement signed by the County.
b. Invoices must be submitted by the 15t' 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.
d. Consultant shall provide invoices and necessary backup documentation for all
services including timesheets and statements(specifying the services provided).
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 1 of 12
N-22-006
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 Documents. All non-confidential or de-identified documents,
drawings,specifications, and other materials produced by the Contractor in
connection with the services rendered under this Agreement shall be the property of
the County whether the project for which they are made is executed or not. The
Contractor shall be permitted to retain copies, including reproducible copies, of
drawings and specifications for information, reference and use in connection with
Contractor's endeavors. Contractor shall not be held liable for reuse of documents or
modifications thereof, including electronic data,by County or its representatives for
any purpose other than the intent of this Agreement.
6. Compliance with Laws. Contractor shall, in performing the services contemplated by
this Agreement, faithfully observe and comply with all federal, state, and local laws,
ordinances and regulations, applicable to the services to be rendered under this
Agreement.
7. Audit. An audit will be submitted to the County upon request. Upon request,
Contractor will submit the most recent financial audit within 30 days.
a. Upon request the County shall have the option of performing an onsite review of
all records, statements, and documentation.
b. If the County finds indications of potential non-compliance during the monitoring
process,the County shall notify Contractor within ten(10)days. 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.
8. 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
caused by or resulting from the concurrent negligence of the Contractor and the
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 2 of 12
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(held by Olympic Community Action the
register owner) 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.
c. Professional Liability Insurance. The Contractor shall maintain professional
liability insurance against legal liability arising out of activity related to the
performance of this Agreement, on a form acceptable to Jefferson County Risk
Management in the amounts of not less than$1,000,000 Each Claim and
$2,000,000 Aggregate. The professional liability insurance policy should be on
an"occurrence"form. If the professional liability policy is"claims made,"then
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 3 of 12
an extended reporting periods coverage(tail coverage) shall be purchased for
three (3)years after the end of this Agreement,at the Contractor's sole expense.
The Contractor agrees the Contractor's insurance obligation to provide
professional liability insurance shall survive the completion or termination of this
Agreement for a minimum period of three (3)years.
d. The County shall be named as an"additional named insured"under all insurance
policies required by this Agreement, except where 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
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 4 of 12
the County, the insurer shall reduce or eliminate deductibles or self-insured
retention, or the Contractor shall procure a bond guaranteeing payment of losses
and related investigations,claim administration and defense expenses.
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 party liability claims provided to the County by a"Risk
Pool"created pursuant to Ch. 48.62 RCW shall be non-contributory with respect
to any policy of insurance the Contractor must provide in order to comply with
this Agreement.
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 famish 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
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County Public Health Contracts Manager by registered mail,return receipt
requested.
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
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 6 of 12
responsible for withholding or otherwise deducting federal income tax or social
security or for contributing to the state industrial insurance program, otherwise
assuming the duties of an employer with respect to Contractor, or any employee of
Contractor.
12. Subcontracting Requirements.
a. The Contractor is responsible for meeting all terms and conditions of this
Agreement including standards of service, quality of materials and workmanship,
costs, and schedules. Failure of a subcontractor to perform is no defense to a
breach of this Agreement. The Contractor assumes responsibility for and all
liability for the actions and quality of services performed by any subcontractor.
b. Every subcontractor must agree in writing to follow every term of this
Agreement. The Contractor must provide every subcontractor's written
agreement to follow every term of this Agreement before the subcontractor can
perform any services under this Agreement. The Public Health Director or their
designee must approve any proposed subcontractors in writing.
c. Any dispute arising between the Contractor and any subcontractors or between
subcontractors must be resolved without involvement of any kind on the part of
the County and without detrimental impact on the Contractor's performance
required by this Agreement.
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.
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 7 of 12
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.
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:
Jefferson County Public Health Department
615 Sheridan Street
Port Townsend, WA 98368
Notices to Contractor shall be sent to the following address:
1240 W Sims Way#319
Port Townsend, WA 98368
19. 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
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 8 of 12
material submitted by the Contractor, accepts this Agreement and agrees to all of the
terms and conditions of this Agreement.
20. Modification of this Agreement. This Agreement may be amended only by written
instrument signed by both County and Contractor.
21. Disputes. The parties agree to use their best efforts to prevent and resolve disputes
before they escalate into claims or legal actions. Any disputed issue not resolved
pursuant to the terms of this Agreement shall be submitted in writing within 10 days
to the County Risk Manager,whose decision in the matter shall be final, but shall be
subject to judicial review. If either party deem it necessary to institute legal action or
proceeding to enforce any right or obligation under this Agreement, each party in
such action shall bear the cost of its own attorney's fees and court costs. Any legal
action shall be initiated in the Superior Court of the State of Washington for Jefferson
County. The parties agree that all questions shall be resolved by application of
Washington law and that the parties have the right of appeal from such decisions of
the Superior Court in accordance with the laws of the State of Washington. The
Contractor hereby consents to the personal jurisdiction of the Superior Court of the
State of Washington for Jefferson County.
22. Section Headings. The headings of the sections of this Agreement are for
convenience of reference only and are not intended to restrict,affect,or be of any
weight in the interpretation or construction of the provisions of the sections or this
Agreement.
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. Bindiniz 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.
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 9 of 12
28. No "Third-party Beneficiaries. The parties do not intend, and nothing in this
Agreement shall be construed to mean,that any provision in this Agreement is for the
benefit of any person or entity who is not a party.
29. Signature in Counterparts. The parties agree that separate copies of this Agreement
may be signed by each of the parties and this Agreement shall have the same force
and effect as if all the parties had signed the original.
30. Facsimile and Electronic Signatures. The parties agree that facsimile and electronic
signatures shall have the same force and effect as original signatures.
31. Arms-Length Negotiations. The parties agree that this Agreement has been
negotiated at arms-length, with the assistance and advice of competent, independent
legal counsel.
32. Public Records Act. Notwithstanding the provisions of this Agreement to the
contrary, to the extent any record, including any electronic, audio,paper or other
media, is required to be kept or indexed as a public record in accordance with the
Washington Public Records Act, Chapter 42.56 RCW, as may hereafter be amended,
the Contractor agrees to maintain all records constituting public records and to
produce or assist the County in producing such records, within the time frames and
parameters set forth in state law. The Contractor further agrees that upon receipt of
any written public record request, Contractor shall, within two business days, notify
the County by providing a copy of the request per the notice provisions of this
Agreement.
33. Confidentiality. With respect to all information relating to County that is confidential
and clearly so designated, as required by the Health Insurance Portability and
Accountability Act(HIPAA) and any other applicable privacy laws, the Contractor
agrees to keep such information confidential. The Contractor shall not disclose,
transfer, or sell any such information to any party, except as provided by law or, in
the case of personal information, with the prior written consent of the person to whom
the personal information pertains. The Contractor shall maintain the confidentiality
of all personal information and other information gained by reason of this Agreement,
and shall return or certify the destruction of such information if requested in writing
by Jefferson County. This Agreement, once executed, will be a"public record"
subject to production to a third party if same is requested pursuant to- the Washington
Public Records Act, Chapter 42.56 RCW, as may hereafter be amended.
34. Criminal History/Background Check. Each of the Contractor's employees, the
employees of any of the Contractor's approved subcontractor, or volunteers used by
the Contractor shall submit to a Washington State Patrol fingerprint identity and
criminal history check before they are authorized to perform services for the Project.
The County agrees to bear all reasonable costs incurred in the performance of this
fingerprint identity and criminal history check. Contractors who may or will have
regular access or limited access to any juveniles shall also:
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 10 of 12
a. Require that each of the Contractor's employees, the employees of any of the
Contractor's approved subcontractor, or volunteers used by the Contractor
undergo not less often than once every three(3)years another Jefferson County
approved criminal history and background check;
b. Ensure all employees, subcontractors,or volunteers are knowledgeable about the
requirements of RCW 13.40.570 and of the new crimes included in RCW 9A.44,
Sexual Offense;
c. Sign the Contractor Requirements for Responding to Situation of Sexual
Misconduct Form, and shall submit to Jefferson County with signed Agreement.
DATED this ZI,t day of Ma V15 ,2022.
(SIGNATURES FOLLOW ON THE NEXT PAGE)
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 11 of 12
SIGNATURE PAGE
JEFFERSON COUNTY
BOA OF COMMISSIONERS
Name of Contractor JJ Heidi Eisenhour,Chair
Contractor Re rese tive(Please print) Kate Dean,Member
(Signature) Greg Brotherton,Member
Title
03 - t (D - ZdzZ
Date
Approved as to form only:
February 24, 2022
Philip C.Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 12 of 12
Exhibit A—Scope of Work
OWL 360
For the Pfeiffer House Sustainable Living Project
RESPONSIBILITIES:
The County, as administrator of the HRSA RCORP-Implementation Grant, and OWL 360
agree that OWL 360 will provide services to individuals as described in this Contract,
including EXHIBIT A: Scope of Work, and EXHIBIT B: Fee Schedule attached hereto
and incorporated herein.
OWL 360, as a contracted provider, agrees to the following:
Task 1: Hire a part-time Prevention Specialist
• Support the provision of service access for those living at Pfeiffer House
• Support the Pfeiffer House's community space -where the 16-24 year-old group can gather,
develop community, and connect with services
Task 1 Methodology: Develop/Refine/Approve a Prevention Specialist role description and
success metrics; advertise position; identify, interview, and reference check relevant candidates;
then hire; :> conduct new hire orientation and onboard training; =>Provide regular feedback
and assess progress against set metrics.
The Youth Intervention Specialist performs responsible prevention/intervention work in
Youth/Young Adult Development within the Community Engagement. The role's primary
function is to refer at-risk youth/young adults to appropriate activities, programs or agencies.
Specific duties include: giving presentations for community groups/forums/schools on
awareness; assisting in problem resolution with at-risk youth; guiding youth/young adults and
parents; serving as a liaison between the, schools, other agencies, and the community regarding
substance awareness, safe housing, medical and mental health and other youth/young adult-
related matters. Working with community providers to identify needs, assistance, conducting
assessments and referring youth to appropriate intervention activities; and maintaining close
contact and follow-up with referred youth. The Youth Intervention Specialist may train
volunteers to assist in supporting the emerging young adults in our community.
Task 2: Partner with county-wide medical, behavioral health, and social service providers
• Develop individual responsivity-driven approaches that bridge Jefferson County's emerging
adult population to services that build self-efficacy and support prevention and intervention.
Task 2 Methodology: Initiate direct resource center recovery support service provision with
Believe in Recovery, Safe Harbor and Beacon of Hope and Discovery Behavioral Health. These
providers will be asked to provide services that include: One-on-one direct support services
(either in-person or remotely via phone call or Zoom) such as Community Connection Plan,
Recovery Action Planning,recovery support check-ins,referrals; Facilitate peer group supports
Exhibit A 1 of 5
Exhibit A— Scope of Work
for emerging youth and young adults 16-24 year-old(either in-person or remotely via Zoom).
Task 3: Develop Peer Youth and Young Adult Advisory Board
• Engage participants in the development of a Youth Peer Network composed of young folks
with lived experience.
Task 3 Methodology: Identify and train emerging youth and young adults in peer support
network.
• Promote the skills and teach coping strategies to related to anxiety and depression and other
behavior health issues.
• Promote the skills and attitudes resist pressures to use alcohol,tobacco,and other drugs
• Encourage youth and emerging adults to reduce the substance use for which they were
referred
• Remove barriers to school, employment and housing success
• Increase attendance and commitment to current programing or employment
Training and supervision Program Overview
• Annual 30-hour—Recovery, Mental Health, Social Emotional Learning
(not limited to above listed?)
• Monthly ongoing volunteer trainings related to target goals
• Monthly engagement of Peer Advisory Board and Community partners
Task 4: Develop and execute a communication action plan
• Raise awareness of Pfeiffer House,and
• Increase engagement and service connection for targeted population
Task 4 Methodology: Approach to Identify Audiences and Customize Messaging
• Articulate BHC/Pfeiffer House goal for each relevant audience.
• Write top level goal statements that articulate what successful communication will look like,
and what the audience will understand,believe, and do as a result.
• Identify the various specific audiences,and the values they espouse.
• Map out primary and secondary audiences. For the purposes of this plan the primary audience
are those who are key community stakeholders and advocates;the secondary audience
Exhibit A 2 of 5
Exhibit A—Scope of Work
members are those who influence key stakeholders and are affected by the course of action to
which the Consortium commits.
• For each individual or group identified, insights will be generated from these questions:
Who are the groups or individuals?Could a brief profile be written describing them?
How much information do they already have about the Consortium and this effort?
Do they already have an opinion?
What is their most pressing related issue,problem, or desire? What do they value?
Where do they get their information?
How will the Consortium and the effort meet a need or speak to their values?
• Research current outreach and educational efforts to be tapped for support messaging.
• Review each message/story to be used to motivate audiences and ensure the message speaks
to the audience's values.
Approach to Overall and Phased Communications Action Plans
• Identify the best messenger for each message by noting who the intended audience trusts,
relates to and respects.
• Determine how the message will be delivered—in-person meetings, community forums,
awareness campaigns through media(website, social media, email, focus groups) --to define
multiple modes and methods to ensure multiple"touches"for each audience identified.
Explore the development of a user-friendly website that will engage youth and young adults.
Promote emerging young adult activities and community connections through age appropriate
events. Work directly with community providers to connect services.
• Detail dates for each touch using key project dates or community happenings to help inform
ideal date choice. Connect with other outreach efforts and key events or media hooks (e.g.,
Drug Takeback Day,Mental Health Awareness Month, Opioid Awareness Week, Overdose
Awareness Day, etc.)
• Clarify desired outcomes as a result of each touch. A key desired outcome is understanding
of, and support for, the BHC's focus and results.
• Use the communications/education planning tool developed to track outreach and education
outcomes and any follow up needed.
• Review the entire Communications, Education and, Integration Plan at regular intervals and
enact adjustments shown relevant based on progress toward stated or evolved goals.
It is intended this Communications Action Plan will be actively executed and updated throughout
Exhibit A 3 of 5
Exhibit A—Scope of Work
the three-year Implementation phase and set up the BHC for success for years beyond to
continue communicating and educating on next steps, success stories,and how the BHC and its
efforts to develop the proposed Crisis Stabilization Center will add value to the people who live,
work and play in Jefferson County.
Evaluation Metric
This proposed effort will track the items below in support of the BHC's success metrics outlined
in the Recovery section of the BHC's workplan: By 2025, reduced behavioral health high-
utilizer Emergency Department visits by 10%. By 2025,reduced rates of incarceration for those
with behavioral health issues by 10%.
• Engagement: Track#of individuals coming into Pfeiffer House,
• Raised Profile: Proof of Social Media etc. used to engage public awareness that Pfeiffer
House is a safe place to start—walk-in, get connected, stay connected,etc.
Pfeiffer House will track the following data:
• Housing Status and the role Pfeiffer played in their housing status
• Drug and Alcohol Recovery information such as: Desire to be in recovery; Pfeiffer role in
maintaining desire for recovery; Level of current substance use; Current Risk of Mental
Health Crisis;The role Pfeiffer played to prevent relapse
• Physical and Mental Health Recovery information such as: Self-report on overall physical
health;Emergency Room usage in past 30 days;Pfeiffer House role in improving physical or
mental health; Access to mental or physical healthcare
• Social Connectedness information such as: Self-report on the amount of hope in the
participants life; Pfeiffer role in attaining that level of hope; Self-report on ability to respond
to difficult situations; Pfeiffer's role in the ability to respond to difficult situations; Self-report
on how connected the participant feels to the Pfeiffer; community and the community at large;
Pfeiffer's role in becoming connected to peer support networks.
Deliverables
Twice yearly services reports will be generated and submitted on a form created or approved by
HRSA. (HRSA's PIMS report) including: client utilization,referrals, outcomes,and any other
BHC required reporting such as=>Number of Community Volunteers; =>Number of
Community Volunteer hours; =>Number of active Participants (defined as someone who
commits to attending a regularly scheduled meetings/sessions Recovery Circle (and being sober
while in attendance); =>Number of enrollments in a given time fi-ame;=>Number of
disengaged in a given time frame (or three consecutive absences,whether excused or unexcused
session); =>Number of&type of"services". This can include tele-support(broken down by
contact method: phone calls,text, email), referrals to community services (broken down by type:
substance use,mental health, domestic violence,housing, etc.); =>Number of urgent needs
provided(Meals, clothing, BL needs, sheltering outside supplies, etc.);=>Upon request,
Exhibit A 4 of 5
Exhibit A—Scope of Work
additional reports of activities and services provided,to the JCPH Contract Representative.
Each quarter,participants will complete a self-report regarding the engagement in their recovery,
the impact of programming, and help (or lack thereof)the program provided in re-building 1
transforming their lives.
Exhibit A 5 of 5
Exhibit B—Budget
Budget
The budget outlined below would begin upon award, and be expended by August 31,2023.
Budget Category Proposed
Funding Focus/Timing Comments
Salaries $40,000 Salary/Wages Part Time
Prevention Specialist
2022—$20,000 Gross
2023—$20,000 Gross
Insurance $ 2+000
Transportation $ 2,000 Transportation to service
providers,treatment,
education,employment
enrollment programs
Administration $ 3,000 OWL 360—
Training/Development
Support
TOTAL $47,000
Participation in BHC's Memorandum of Understanding(MOU)
OWL 360 has indicated their willingness to join the BHC under the MOU the current Members
have signed(see attached).
Exhibit B 1 of 1
AMENDMENT#1
TO
PROFESSIONAL SERVICES AGREEMENT
Between
Jefferson County
And OWL 360
For the Pfeiffer House Sustainable Living Project
Dated: February 1, 2022 through August 31, 2023
The Purpose of this Amendment is to fund an additional $55,000 for a contract total of
$102,000,to this Professional Services Agreement. The agreement is hereby amended as
follows:
• Section 4.a. Payment is amended, in relevant part, to increase the County of Jefferson's
financial contribution by$55,000, for a total contract amount of$102,000,for the term
of performance beginning February 1, 2022 and ending August 31, 2023.
All other terms and conditions of the agreement remain in effect and the agreement and this
Amendment represents the sum total of the mutual agreement by and between Health
Facilities Planning& Development and Jefferson County Public Health.
Dated this l��J � day of 2022.
SIGNATURES FOLLOW ON THE NEXT PAGE
1
N-22-OC6-Al
OWL 360 for PFEIFFER HOUSE JEFFERSON COUNTY
SUSTAINABLE LIVING PROJECT BOARD OF COMMISSIONERS
loll �
Contractor Repr ntative(Please print) Heidi I4nlour,Chair
(Signature) Kate Dean, mber
�xfC _
Title Greg Brothe on, ember
Date
APPROVED AS TO FORM ONLY:
,0 C.
June 29, 2022
Philip C. Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
ATTEST:
Carolyn Gal way,Clerk of the Bodrd
2