HomeMy WebLinkAboutCommunity Navigator for Public Health 615 Sheridan Street
Port Townsend, WA 98368
Aff 11
son www.JeffersonCountyPublicHeaIth.org
'_av* Consent Agenda
Public Health
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Mark McCauley, County Administrator
FROM: Veronica Shaw, Deputy Public Health Director
Bonnie Obremski, Web & Digital Communications Specialist
DATE:
SUBJECT: Agenda item — Professional Services Agreement Modification with Olympic
Peninsula YMCA-Jefferson County Branch (Community Navigator Project);
January 1, 2023 — January 31, 2024; additional $34,200.
STATEMENT OF ISSUE:
Jefferson County Public Health is requesting Board approval for a modification of the Professional Services
Agreement with Olympic Peninsula YMCA-Jefferson County Branch. The term of the contract will be
extended to January 31, 2024. This extension is a result of the continuation of grant funds provided by the
National Association of County and City Health Officials (NACCHO) and a new award of funds from the
Olympic Area Agency on Aging (03A). The extension would mean an increase in the agreement amount to a
total of $74,100.
ANALYSIS/STRATEGIC GOALS/PROS and CONS:
Work with the YMCA on the Community Navigator Project has thus far been considered successful and
appropriate for continuation. Due to our close and consistent partnership, we have collaborated on eight
messaging campaigns to help encourage underserved families to stay up to date on COVID-19 and flu
vaccinations. Our COVID-19 and flu messaging is packaged with information about other public health
services and then posted to seven new messaging platforms, thanks to input from the YMCA Community
Navigator Project.
FISCAL IMPACT/COST BENEFIT ANALYSIS:
This agreement is funded by a NACCHO grant, as part of NACCHO's Partnering for Vaccine Equity project
(PAVE). The project is now additionally funded by the 03A.
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
AD-23008-A2
RECOMMENDATION:
JCPH management requests approval of the modification of the Professional Services Agreement with
Olympic Peninsula YMCA-Jefferson County Branch; January 1, 2023 — January 31, 2024; additional
$34,200.
REVIEWED BY:
Of
, � ' T
�
IF
Mark McCauley, Cou 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 Clear Form
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: Olympic Peninsula YMCA-Jefferson County Branch Contract No: AD-23-008-Al
Contract For: Community Navigator, Amendment 1 Term: 1/1/2023 - 1/31/2024
COUNTY DEPARTMENT: Public Health
Contact Person: Bonnie Obremski
Contact Phone: x478
Contact email: bobremski@co.jefferson.wa.us
AMOUNT: Additional$34,200 PROCESS: Exempt from Bid Process
Revenue: Cooperative Purchase
Expenditure: $34,200 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 12756220 Other: Sole Source
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES COMP A E WI �5.080 AND CHAPTER 42.23 RCW.
CERTIFIED: � N/A:® June 22, 2023
Signature Date
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEQi DEBARRED BY ANY FEDERAL, STATE, OR LOCAL
AGENCY.
CERTIFIED: RE N/A: June 22,2023
4�
Signature Date
STEP 3: RISK MANAGEMENT REVIEW(will be added electronically through Laserfiche):
Electronically approved by Risk Management on 6/28/2023.
STEP 4: PROSECUTING ATTORNEY REVIEW (will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 6/28/2023.
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
1
AMENDMENT NO. 1
TO THE
PROFESSIONAL SERVICES AGREEMENT
FOR
COMMUNITY NAVIGATOR PROJECT WITH OLYMPIC PENINSULA YMCA-
JEFFERSON COUNTY BRANCH
The above-referenced Professional Services Agreement between the Olympic Peninsula YMCA-
Jefferson County Branch (the"Contractor") and Jefferson County(the"County"), which
commenced on January 1, 2023, is hereby amended as follows:
• Extension
The term of the contract is extended until January 31, 2024.
This extension is a result of the continuation of grant funds provided by the National
Association of County and City Health Officials(NACCHO)and a new award of
funds from the Olympic Area Agency on Aging (03A).
• Scope of work
Additional collaboration between Contractor and County to add a program
assessment goal to the project. This would include but not be limited to assisting
County with a survey project to gain more information from Jefferson County
residents on the subjects of COVID-19 and flu vaccinations.
• Services budget
Continuance of monthly payments of up to $5,700, as long as deliverables continue to
be met. This increases the total agreement amount to $74,100 total.
• All other terms and conditions of the Professional Services Agreement remain the same.
• Any work completed in compliance with the Professional Services Agreement between
January 1, 2023 and the time this Amendment is fully executed is hereby ratified.
SIGNATURES FOLLOW ON THE NEXT PAGE
Page 1 of 2
AD-23-008-A 1
SIGNATURE PAGE
JEFFERSON COUNTY WASHINGTON OLYMPIC PENINSULA YMCA-
JEFFERSON COUNTY BRANCH
Board of County Commissioners
Jefferson County, Washington
By. By:
Greg Brotherton, Chair Date Signature
By: Name: = k/
Kate Dean, Commissioner Date
Title:
By:
Date: �, (7— 2-07
Heidi Eisenhour, Commissioner Date
SEAL:
ATTEST:
Carolyn Gallaway, Date
Clerk of the Board
Approved as to form only:
1 ( Gam _
� C June 28, 2023
Philip C. Hunsucker, Date
Chief Civil Deputy Prosecuting Attorney
Page 2 of 2
AD-23-008-AI
PROFESSIONAL SERVICES AGREEMENT FOR
JEFFERSON COUNTY PUBLIC HEALTH
And
OLYMPIC PENINSULA YMCA JEFFERSON COUNTY BRANCH
THIS PROFESSIONAL SERVICES AGREEMENT("this Agreement")is entered into between
the County of Jefferson, a municipal corporatism("the County"),and Olympic Peninsula
YMCA-Jefferson County Branch("the Contractor"),in consideration of the mutual benefits,
terms,and conditions specified below.
1. Project Designation. The Contractor is retained by the County to perform the
following Project: Partner with Jefferson County organizations so they may provide
Jefferson County Public Health with community navigators in order to inform
COVID-19 and flu vaccination messaging.Navigators will work with the JCPH
Communications Specialist in reaching a goal of increasing vaccine-uptake among
marginalized populations in Jefferson County. Working relationships with
community navigators will allow public health staff to connect more deeply and
meaningfully with marginalized populations,thereby fortifying public trust and
improving access to all public health services. This project will follow the timeline
outlined in the Scope of Service(Exhibit"A").
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 January 1,2023 and
continue through July 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".
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$40,000 without express written modification of the
Agreement signed by the County.
b. Invoices must be submitted by the 15U'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. Notwithstanding the foregoing, County shall provide Contractor with a
period of five(5)business days to cure any default under this Section 4(b).
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 1 of 13
AD-23-008
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. If any grant funds awarded to the County will reimburse payment for the services
identified in Exhibit A,then upon signing of this Agreement,the County shall
provide to the Contractor a written statement of the forms or formats for
identification and transmission of cost allocations and/or methodology to the
County that are an example of the backup documentation required from the
Contractor in subparagraph 4(e)below.
e. Contractor 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.
f. The Contractor's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the County and state for a period of
six(6)years after final payments. Copies shall be made available upon request.
5. Ownership and Use of Documents. All non-confidential or de-identified documents,
drawings, specifications, and other materials produced by the Contractor specifically
at the request of County 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. County acknowledges and agrees that the Contractor has
prepared core materials that are proprietary to the Contractor,including non-
confidential or de-identified documents,drawings, slideshows,and other materials
that may be adjusted,modified or tailored for use by the County and that such
transmitted or delivered materials are the property of the County but are not for use or
by or re-distribution to any other third parties.County shall not distribute materials
received from the Contractor beyond the participants in the workshop,all of whom
have been identified to the Contractor. 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. Financial Review.
a. Upon request the County shall have the option of performing an onsite review of
all records, statements,and documentation.
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 2 of 13
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.
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
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;
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 3 of 13
iii. Broad Form Contractual/Commercial Liability—including coverage for
products and completed operations;
iv. Premises—Operations Liability(M&C);
v. Independent Contractors and subcontractors;
vi. Blanket Contractual Liability.
c. Professional Liability Insurance. The Contractor shall maintain professional
liability insurance against legal liability arising out of activity related to the
performance of this Agreement,on a form acceptable to Jefferson County Risk
Management in the amounts of not less than$1,000,000 Each Claim and
$2,000,000 Aggregate. The professional liability insurance policy should be on
an"occurrence"form. If the professional liability policy is"claims made,"then
an extended reporting periods coverage(tail coverage) shall be purchased for
three(3) years after the end of this Agreement,at the Contractor's sole expense.
The Contractor agrees the Contractor's insurance obligation to provide
professional liability insurance shall survive the completion or termination of this
Agreement for a minimum period of three(3)years.
d. The County shall be named as an"additional named insured"under all insurance
policies required by this Agreement, except Professional Liability Insurance when
not allowed by the insurer.
e. Such insurance coverage shall be evidenced by one of the following methods:
(a)Certificate of Insurance; or, (b) Self-insurance through an irrevocable Letter of
Credit from a qualified financial institution.
£ 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.
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12,12021 Page 4 of 13
h. The Contractor's insurers shall have no right of recovery or subrogation against
the County(including its employees and other agents and agencies), it being the
intention of the parties that the insurance policies, with the exception of
Professional Liability Insurance, so affected shall protect both parties and be
primary coverage for all losses covered by the above described insurance.
i. Insurance companies issuing the policy or policies shall have no recourse against
the County(including its employees and other agents and agencies)for payment
of any premiums or for assessments under any form of policy.
j. All deductibles in the above described insurance policies shall be assumed by and
be at the sole risk of the Contractor.
k. Any deductibles or self-insured retention shall be declared to and approved by the
County prior to the approval of this Agreement by the County. At the option of
the County,the insurer shall reduce or eliminate deductibles or self-insured
retention, or the Contractor shall procure a bond guaranteeing payment of losses
and related investigations,claim administration and defense expenses.
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.
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 5 of 13
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.
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.
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 6 of 13
e. If the County incurs any costs to enforce the provisions of this subsection,all cost
and fees shall be recoverable from the Contractor.
11.Independent Contractor. The Contractor and the County agree that the Contractor is
an independent contractor with respect to the services provided pursuant to this
Agreement. The Contractor specifically has the right to direct and control
Contractor's own activities,and the activities of its subcontractors,employees,
agents,and representatives, in providing the agreed services in accordance with the
specifications set out in this Agreement. Nothing in this Agreement shall be
considered to create the relationship of employer and employee between the parties.
Neither Contractor nor any employee of Contractor shall be entitled to any benefits
accorded County employees by virtue of the services provided under this Agreement,
including,but not limited to:retirement,vacation pay;holiday pay; sick leave pay;
medical, dental,or other insurance benefits;fringe benefits;or any other rights or
privileges afforded to Jefferson County employees. The County shall not be
responsible for withholding or otherwise deducting federal income tax or social
security or for contributing to the state industrial insurance program, otherwise
assuming the duties of an employer with respect to Contractor,or any employee of
Contractor.
12. Subcontracting Requirements.
a. The Contractor is responsible for meeting all terms and conditions of this
Agreement including standards of service,quality of materials and workmanship,
costs,and schedules. Failure of a subcontractor to perform is no defense to a
breach of this Agreement. The Contractor assumes responsibility for and all
liability for the actions and quality of services performed by any subcontractor.
b. Every subcontractor must agree in writing to follow every term of this
Agreement. The Contractor must provide every subcontractor's written
agreement to follow every term of this Agreement before the subcontractor can
perform any services under this Agreement. The Public Health Director or their
designee must approve any proposed subcontractors in writing.
c. Any dispute arising between the Contractor and any subcontractors or between
subcontractors must be resolved without involvement of any kind on the part of
the County and without detrimental impact on the Contractor's performance
required by this Agreement.
13. Covenant Against Contiggent 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
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 7 of 13
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 which has been
expressly provided with respect to the subcontractors who have executed this
Agreement below. 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. Olympic Peninsula YMCA-
Jefferson County Branch reserves the right to terminate this Agreement by giving
ten(10)days written notice to the County.
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:
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 8 of 13
Bonnie Obremski
Jefferson County Public Health Department
615 Sheridan Street
Port Townsend,WA 98368
Notices to Contractor shall be sent to the following address:
Wendy Bart
Olympic Peninsula YMCA-Jefferson County Branch
1925 Blaine St
Port Townsend,WA 98368
19. Integrated Agreement. This Agreement together with attachments or addenda
represents the entire and integrated Agreement between the County and the
Contractor and supersedes all prior negotiations,representations,or agreements
written or oral. No representation or promise not expressly contained in this
Agreement has been made. This Agreement supersedes all prior or simultaneous
representations,discussions,negotiations, and agreements,whether written or oral,by
the County within the scope of this Agreement. The Contractor ratifies and adopts all
statements,representations,warranties,covenants, and agreements contained in its
proposal,and the supporting material submitted by the Contractor, accepts this
Agreement and agrees to all of the terms and conditions of this Agreement.
20. Modification of this Agreement. This Agreement may be amended only by written
instrument signed by both County and Contractor.
21. Disputes. The parties agree to use their best efforts to prevent and resolve disputes
before they escalate into claims or legal actions. Any disputed issue not resolved
pursuant to the terns 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.
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 9 of 13
24.No Oral Waiver. No term or provision of this Agreement will be considered waived
by either parry,and no breach excused by either parry,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 parry.
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 finther 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
Professional Services Agreement, JCPH, Version 3, PAO Approved 7i 12/2021 Page 10 of 13
agrees to keep such information confidential. The Contractor shall not disclose,
transfer,or sell any such information to any parry, except as provided by law or, in
the case of personal information,with the prior written consent of the person to whom
the personal information pertains. The Contractor shall maintain the confidentiality
of all personal information and other information gained by reason of this Agreement,
and shall return or certify the destruction of such information if requested in writing
by Jefferson County. This Agreement,once executed,will be a"public record"
subject to production to a third party if same is requested pursuant to- the Washington
Public Records Act,Chapter 42.56 RCW,as may hereafter be amended.
34. Criminal History/Background Check.Each of the Contractor's employees,the
employees of any of the Contractor's approved subcontractor,or volunteers used by
the Contractor shall submit to a Washington State Patrol fingerprint identity and
criminal history check before they are authorized to perform services for the Project.
The County agrees to bear all reasonable costs incurred in the performance of this
fingerprint identity and criminal history check. Contractors who may or will have
regular access or limited access to any juveniles shall also:
a. Require that each of the Contractor's employees,the employees of any of the
Contractor's approved subcontractor,or volunteers used by the Contractor
undergo not less often than once every three(3)years another Jefferson County
approved criminal history and background check;
b. Ensure all employees,subcontractors, or volunteers are knowledgeable about the
requirements of RCW 13.40.570 and of the new crimes included in RCW 9A.44,
Sexual Offense;
c. Sign the Contractor Requirements for Responding to Situation of Sexual
Misconduct Form,and shall submit to Jefferson County with signed Agreement.
DATED this � day of_/ // � ,20
(SIGNATURES FOLLOW ON THE NEXT PAGE)
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page i l of 13
SIGNATURE PAGE
JEFFERSON fOUNTY
BOA ) 0F,C�0' MMISSIONERS
Wkvi C i! V UA -
Name of Contractor Greg otherton Chair
Contractor Representative (Please print) K�at ean, ber
(Signature) Heidi Eisenhour,Member
b'o
Title
Date
The following subcontractors working with Olympic Peninsula YMCA-Jefferson County
Branch agree to follow the terms of this agreement:
Name of Subcontractor Name of Subcontractor
Contractor Representative (Please print) Contractor Representative (Please print)
(Signature) (Signature)
Title Title
Date Date
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 12 of 13
Approved as to form only;
9,
February 15,2023
Philip C.Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
Professional Services Agreement, JCPH, Version 3, PAO Approved 711=021 Page 13 of 13
APPENDIX A: SCOPE OF SERVICES
The Contractor will supply Jefferson County Public Health(JCPH)with direct access to 2 to 3 of
its Family Resource Navigators (FRNs). Those FRNs will act as community navigators to JCPH
so they may inform COVID-19 and flu vaccination messaging strategies based on their unique
and close relationships with Jefferson County's marginalized populations.Navigators will work
with a JCPH Web &Digital Communications Specialist in reaching a goal of increasing vaccine-
uptake among marginalized populations in Jefferson County by actions including, but not limited
to:
• Disseminating JCPH-approved messaging in the forms of conversations, fliers, digital
media
• Educating JCPH about best practices on improving access to public health services for
the marginalized communities they serve
Working relationships with community navigators will allow public health staff to connect more
deeply and meaningfully with marginalized populations, thereby fortifying public trust and
improving access to all public health services.
The scope of services includes the following:
APPROACH
Work with the JCPH Communications Specialist to:
• Inform public health about the trending needs and concerns of families with children who
receive assistance from YMCA through outreach programming
• Inform communications messaging and strategies to more effectively reach all of the
marginalized populations served by the YMCA
• Improve those populations' understanding about the importance of COVID-19 and flu vaccines
• Improve those populations' understanding about how to access vaccines and other related
public health services
ONE-TIME DELIVERABLES
• Collaborate with the JCPH Communications Specialist in order to develop the Community
Navigator role.
• Participate in a project-assessment survey in July
MONTHLY DELIVERABLES
1-hour weekly meetings in person or via Zoom or phone call between the JCPH Communications
Specialist and YMCA Community Navigator(s). Meetings must include an update from the
Community Navigator regarding their work with the marginalized communities they serve.
One (1) JCPH-approved social media post on YMCA platforms that includes JCPH messaging
about COVID-19 and/or flu vaccine
Professional Services Agreement Appendices
One(1)JCPH-approved mention on any another YMCA messaging platform(newsletter,
meetings, in-person food deliveries to families,fliers, etc.)
SCHEDULE
Task Finish Date
• Assist the JCPH Communications Specialist in
developing Community Navigator role January 1, 2023
• Monthly deliverables met July 31,2023
Professional Services Agreement Appendices
APPENDIX B:BUDGET
DESCRIPTION OF SERVICES COST
Community Navigator Role development $ 5,700
Monthly deliverables met (to be invoiced and paid on a month-to- $ 34,200
month basis).
TOTAL: $39,900
Professional Services Agreement Appendices
APPENDIX C: STATEMENT OF NON-DEBARMENT FROM FEDERAL FUNDING
This is to certify that Olympic Peninsula YMCA-Jefferson County Branch, or any of its
principals, agents,representatives or subcontractors,have not been debarred or suspended from
receiving federal funds for procurement or non-procurement purposes.
Olympic Peninsula YMCA-Jefferson County Branch
Contractor Representative(Please print)
J'Q/tA
:.j
(Signature)
Date
Professional Services Agreement Appendices