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HomeMy WebLinkAboutSun Path HealingAmend 2 615 Sheridan Street Port Townsend, WA 98368 defiehson www.JeffersonCountyPublicHealth.org Consent Agenda Public Healt JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Mark McCauley, County Administrator FROM: Apple Martine, Public Health Director Denise Banker, Community Health Director DATE: SUBJECT: Agenda item — Professional Services Agreement — Amendment 2 with Andrea Knutson, Sun Path Healing, PLLC; September 1, 2024 — June 30, 2025; $22,200.00 STATEMENT OF ISSUE: Jefferson County Public Health (JCPH) requests Board approval of Amendment 2 to the Professional Services Agreement with Andrea Knutson, Sun Path Healing, PLLC; September 1, 2024 —June 30, 2025; $22,200.00 ANALYSIS/STRATEGIC GOALS/PROS and CONS: This agreement is between JCPH and Andrea Knutson, Sun Path Healing, PLLC for drop-in and scheduled mental health counseling to youth enrolled in Port Townsend High School in Jefferson County, Washington. FISCAL IMPACT/COST BENEFIT ANALYSIS: This contract is fully funded through a grant from Washington Department of Health (DOH) School-based Health Center operations grant for behavioral health services in the school-based health center. RECOMMENDATION: JCPH management requests approval of Amendment 2 to the Professional Services Agreement with Andrea Knutson, Sun Path Healing, PLLC; September 1, 2024 —June 30, 2025; $22,200.00 REVIEWED BY: g7/0.2.0,4 Mark McCauley, ounty Administrator Date Community Health Developmental Disabilities Environmental Public Health 360-385-9400 360-385-9444 360-385-9401 (f) (f) 360-379-4487 Always working for a safer and healthier community N-22-029-A2 CONT CT REVI,EW FORM I Clear Form I (INSTRUCTIONS ARE ON THE NEXT PAGE) CONTRACT WITH: Andrea Knutson, Sun Path Healing, PLLC Contract No: N-22-029-A2 Contract For: School-based mental health services, Amend 2 Term: 9/1/2024- 6/30/2025 COUNTY DEPARTMENT: Jefferson County Public Health Contact Person: Denise Banker Contact Phone: x 438 Contact email: dbanker@co.jefferson.wa.us AMOUNT: $22,200.0o PROCESS:: Exempt from Bid Process Revenue: - Cooperative Purchase Expenditure: $22,200.00 Competitive Sealed Bid Matching Funds Required: . Small Works Roster Sources(s) of Matching Funds Vendor List Bid Fund # RFP or Rh'Q Munis Org/Obj ✓ Other: -d—U", ..","„Nw""e.;="N,.-01© APPROVAL STEPS: STET. I: DEPARTMENT N"I CERTIFIES COMP L . .0:3.55.080 AND CHAPTER 42.23 RCW. CERTIFIED: ■" N/A: 1 Aug. 15, 2024 Signatu e Date STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL CERTIFIED: N/A: Aug 15, 2024 Signature 1.)ate STEP 3: RISK MANAGEMENT REVIEW (will he added electronically through Laserfiche): Electronically approved by Risk Management on 8/16/2024. STEP 4: PROSECUTING ATTORNEY REVIEW (will be added electronically through Laserfiche): Electronically approved as to form by PAO on 8/15/2024. Contract Amendment. STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING; ATI'ORNEY(IF REQUIRED). STEP 6: CONTRACTOR SIGNS STEP 7: SUBMIT TO BOCC FOR APPROVAL 1 AMENDMENT #2 TO PROFESSIONAL SERVICES AGREEMENT Between Andrea Knutson, DBA Sun Path Healing PLLC And The County of Jefferson, a municipal corporation Dated: September 1,2024 through June 30,2025 The Purpose of this Amendment is to extend Professional Services Agreement(this Agreement) with Andrea Knutson, DBA Sun Path Healing PLLC (the Contractor) for school-year 2024-2025, and to fund one day of mental health counseling in the Port Townsend School-based Health Center, Port Townsend School District#50. The school-year, 37 weeks, September 1, 2024— June 30, 2025 and one day at$600.00 per day adds $22,200.00 to the total amount funded by this Agreement. This Agreement is hereby amended as follows: Section 1. PROJECT DESIGNATION This amendment renews contract for additional year, 2024-2025 and funds one- day per week at $600.00 per day to this Agreement. Section 2. SCOPE OF SERVICES The Contractor agrees to perform the services identified on Exhibit"A"attached hereto including the provision of all labor. Section 3. TIME FOR PERFORMANCE This Amendment to this Agreement shall commence on September 1, 2024 and continue through June 30, 2025. Section 4. PAYMENT Payment for work provided by the Contractor shall be made as provided on Exhibit"B" attached hereto,provided that the total amount of payment to the Contractor shall not exceed $22,200.00 without written modification of this Agreement signed by the County. All other terms and conditions of this Agreement remain in effect and this Agreement, Amendment 1, and Amendment 2 represents the sum total of the mutual agreement by and between Andrea Knutson, DBA Sun Path Healing, PLLC and the County of Jefferson, a municipal corporation. (Signature Page: Next Page) 1 N-22-029-A2 PROFESSIONAL SERVICES AGREEMENT A-2 SBMH 2024 2025 Signature Page: JEFFERSON COUNTY WASHINGTON Andrea Knutson, DBA Sun Path Healing, PLLC Board of County Commissioners Jefferson County, Washington By: By: Kate Dean, Chair Date Sign ture SEAL: i Name: . 71.. Title: 1—) ATTEST: Date: /1.1 Carolyn Gallaway, Date Clerk of the Board Approved as to form only: August 22, 2024 Philip C. Hunsucker, Date Chief Civil Deputy Prosecuting Attorney 2 PROFESSIONAL SERVICES AGREEMENT A-2 SBMH 2024_2025 EXHIBIT A SCOPE OF WORK Contractor will provide drop-in and scheduled mental health counseling in the Port Townsend School-based Health Center one-day per week throughout the school year, 2024-2025. This Contract work commences on September 1st, 2024 and concludes June 30th, 2025. The contractor will provide a copy of current license and/or credential for the employee who will be providing the mental health counseling in the Port Townsend School-based Health Center. Work throughout the school year to provide individual counseling on a variety of issues and concerns including, but not limited to, substance misuse, anger management, stress, conflict resolution, relationship issues, hopelessness, support for grief or loss, family and personal violence, and crisis events. Work collaboratively with local mental health and substance abuse treatment agencies. Contractor will collaborate in regular consultations with the SBHC team and school professionals, including Student Assistance Professional. Contractor will provide school district level required background check if requested. Contractor will provide a yearly report on client(student and families), utilization, referrals, outcomes at one meeting of the School-based Health Center Advisory Board. Contractor will send monthly billing invoice, which includes detailed timesheet. 3 PROFESSIONAL SERVICES AGREEMENT A-2 SBMH 2024 2025 EXHIBIT B Service Time for # of Weeks # of Cost per Week Total Cost Performance days per week Mental Health September 1, 37 weeks $600.00 $22,200.00 Counseling 2024—June 30, 2025 1 days per week 4 PROFESSIONAL SERVICES AGREEMENT A-2 SBMH 2024_2025 Insurer: Philadelphia Indemnity Insurance Company C f One Bala Plaza, Suite 100, Bala Cynwyd, PA 19004 NAIL#: 18058 insurance Contact: CPH Insurance, 800-875-1911, info@cphins.com Certificate of Liability Insurance Date issued: 08/27/2024 Named Insured: Policy#: AR223498 Andrea M Knutson Policy Term: 06/15/2024- 06/15/2025 93 Matheson Street Unit 638, Occupation: Clinical Social Worker Port Hadlock, WA 98339 Covered Locations Professional Liability: Portable Coverage, not location specific Coverage Type Limits of Liability (Occurrence Form) (Per Claim/Total Per Year) Professional Liability $1,000,000/$3,000,000 Supplemental Liability $1,000,000/$3,000,000 Licensing Board Defense $35,000 Commercial General Liability N/A Fire/Water Legal Liability N/A Business Personal Property N/A Sexual Abuse/Molestation Defense Unlimited Defense Coverage (for false allegations) Certificate Holder Jefferson County Knutson Professional Services Agreement SBHC Notice of Cancellation will only be provided to the first named Counseling insured in accordance with polic y y provisions, who shall act on 615 Sheridan Street behalf of all additional insureds with respect to giving notice of Port Townsend, WA 98368 cancellation X Certificate holder added as Additional Insured Pik /141e*N- Authorized Representative Disclaimer:This certificate is issued as a matter of information only and confers no rights upon the certificate holder.The Certificate of Insurance does not constitute a contract between the issuing insurer, authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend, or alter the coverage afforded by the policies listed thereon. AMENDMENT #1 TO PROFESSIONAL SERVICES AGREEMENT Between Andrea Knutson,DBA Sun Path Healing PLLC And The County of Jefferson, a municipal corporation Dated: September 11,2023 through June 27,2024 The Purpose of this Amendment is to extend the Professional Services Agreement(the "Agreement") with Andrea Knutson, DBA Sun Path Healing PLLC ("Contractor") for school- year 2023-2024, and to include an additional day of mental health counseling in the Port Townsend School-based Health Center, Port Townsend School District#50. The school-year, 37 weeks, September 11, 2023 —June 27, 2024 and addition of one day weekly at$600.00 per day adds $44,400.00 to the total amount funded by this Agreement, for a total of$67,800.00. This Agreement is hereby amended as follows: Section 1. PROJECT DESIGNATION This amendment adds an additional one day per week at$600.00 per day to this Agreement Section 2. SCOPE OF SERVICES The Contractor agrees to perform the services identified on Exhibit"A" attached hereto including the provision of all labor. Section 3. TIME FOR PERFORMANCE This Amendment to the Agreement shall commence on September 11, 2023 and continue through June 27, 2024. Section 4. PAYMENT Payment for work provided by the Contractor shall be made as provided on Exhibit "B"attached hereto, provided that the total amount of payment to the Contractor shall not exceed $44,400.00 without written modification of this Agreement signed by the County. All other terms and conditions of the Agreement remain in effect and the Agreement and this Amendment 1 represents the sum total of the mutual agreement by and between Contractor and the County of Jefferson, a municipal corporation. (Signature Page: Next Page) tv-az-ozs-Ai AMENDMENT 1 TO PROFESSIONAL SERVICES AGREEMENT-SBMH 2023 2024 Signature Page: iI t-6 Dated this ' day of , , , 2023. JEFFERSON COUNTY WASHINGTON ANDREA KNUTSON, dba SUN PATH HEALING,PLLC Board of County Commissioners Jefferson County, Washington / - i 1 By: e'? j \ , i, By: i Wei BrothertOn. Chair Date LSie.naturc SEAL: .0„....,, 00 RS P441„ ,g‘'% Name: M1l \- 11:Fr) /li----\ Title: L.,_.5 iiii61 1 U / ° ,, - i i,, . ATTEtt,'',,, Date: , t ' / '4. i ol / , = ,0 ,/if/7, Carolyn Callaway, Date Clerk of the Board Approved as to form only: August 16, 2023 Philip C. Hunsucker, Date Chief Civil Deputy Prosecuting Attorney AMENDMENT 1 TO PROFESSIONAL SERVICES AGREEMENT-SBMI-12023_2024 EXHIBIT A SCOPE OF WORK Contractor will provide drop-in and scheduled mental health counseling in the Port Townsend School-based Health Center two-days per week throughout the school year, 2023-2024. This work commences on September 11th, 2023 and concludes June 27th, 2024. The contractor will provide a copy of current license and/or credential for the employee who will provide the mental health counseling in the Port Townsend School-based Health Center. Work throughout the school year to provide individual counseling on a variety of issues and concerns may include, but is not limited to, substance misuse, anger management, stress, conflict resolution, relationship issues, hopelessness, support for grief or loss, family and personal violence, and crisis events. Contractor will work collaboratively with local mental health and substance abuse treatment agencies. Contractor will provide a yearly report on client(student and families)utilization, referrals, outcomes at one meeting of the Empowered Teens Coalition, Port Townsend. Contractor will collaborate in regular consultations with the SBHC team of heath and school professionals, including Empowered Teens Coalition Coordinator and Student Assistance Professional. Contractor will implement Positive Action Program with youth seeking services. Contractor will use a survey provided by Empowered Teens Coalition Coordinator to pre and post survey each client. Contractor will provide school district level required background check, if requested. MCS Counseling services will provide supervision 2x monthly. Empowered Teens Coalition, Port Townsend will arrange and provide training in Positive Action Curriculum. AMENDMENT I TO PROFESSIONAL SERVICES AGREEMENT-SBMH 2023 2024 EXHIBIT B Service Time for # of Weeks# of Cost per Week Total Cost Performance days per week Mental Health September 11, 37 weeks $1,200.00 $44,400.00 Counseling 2023 —June 27, 2024 2 days per week AMENDMENT I TO PROFESSIONAL SERVICES AGREEMENT-SEMI-I 2023 2024 PROFESSIONAL SERVICES AGREEMENT FOR For School-based Health Center Mental Health Counseling THIS PROFESIONAL SERVICES AGREEMENT("this Agreement") is entered into between the County of Jefferson, a municipal corporation("the County"), and Andrea Knutson IBA Sun Path Healing, PLLC ("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: School-based Health Services Counseling one-day per•cek in the Port Townsend High School,Port Townsend School District,#50. 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 September 6. 2022 and continue through June .1.6. 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 $ 23 400.00 without express written modification of the Agreement signed by the County. b. Invoices must be submitted by the 15th of the month for the previous month's expenses. Such invoices will be checked by the County, and upon approval thereof,payment will be made to the Contractor in the amount approved. Failure to submit timely invoices and reports pursuant to Exhibit B of the Agreement may result in a denial of reimbursement. Invoices not submitted within 60 days may be denied. c. Final payment of any balance due the Contractor of the total contract price earned will be made promptly upon its ascertainment and verification by the County after the completion of the work and submittal of reports under this Agreement and its acceptance by the County. d. Consultant shall provide invoices and necessary backup documentation for all services including timesheets and statements (specifying the services provided). Any indirect charges require the submittal of an indirect cost methodology and rate using 2 C.F.R. Part 255 and 2 C.F.R. Part 230. Professional Services Agreement,N-22-029 Knutson, Sun Path SBMH 2022_2023 Page 1 of 14 N-22-029 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 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 this Agreement is subject to RCW 4.24.115 if liability for damages occurs 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, shall be only for the Contractor's Professional Services Agreement,N-22-029 Knutson, Sun Path SBMH 2022_2023 Page 2 of 14 negligence. It is further specifically understood that the indemnification provided 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. This section shall survive the expiration or termination of this Agreement. 9. Insurance. Prior to commencing work,the Contractor shall obtain at its own cost and expense the following insurance coverage specified below and shall keep such coverage in force during the terms of the Agreement. a. Commercial Automobile Liability Insurance providing bodily injury and property damage liability coverage for all owned and non-owned vehicles assigned to or used in the performance of the work for a combined single limit of not less than $500,000 each occurrence with the County named as an additional insured in connection with the Contractor's performance of this Agreement. This insurance shall indicate on the certificate of insurance the following coverage: (a) Owned automobiles; (b) Hired automobiles; and, (c)Non-owned automobiles. b. Commercial General Liability Insurance in an amount not less than a single limit of one million dollars ($1,000,000)per occurrence and an aggregate of not less than two (2)times the occurrence amount($2,000,000.00 minimum)for bodily injury, including death and property damage,unless a greater amount is specified in the contract specifications. The insurance coverage shall contain no limitations on the scope of the protection provided and include the following minimum coverage: i. Broad Form Property Damage, with no employee exclusion; ii. Personal Injury Liability, including extended bodily injury; iii. Broad Form Contractual/Commercial Liability—including coverage for products and completed operations; iv. Premises—Operations Liability(M&C); v. Independent Contractors and subcontractors; vi. Blanket Contractual Liability. 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 Services Agreement,N-22-029 Knutson,Sun Path SBMH 2022_2023 Page 3 of 14 professional liability insurance shall survive the completion or termination of this Agreement for a minimum period of three (3) years. d. The County shall be named as an"additional named insured"under all insurance policies required by this Agreement, except Professional Liability Insurance when not allowed by the insurer. e. Such insurance coverage shall be evidenced by one of the following methods: (a) Certificate of Insurance; or, (b) Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. f. The Contractor shall furnish the County with properly executed certificates of insurance that, at a minimum, shall include: (a)The limits of overage; (b) The project name to which it applies; and, (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. If the proof of insurance or certificate indicating the County is an "additional insured"to a policy obtained by the Contractor refers to an endorsement(by number or name)but does not provide the full text of that endorsement,then it shall be the obligation of the Contractor to obtain the full text of that endorsement and forward that full text to the County. Certificates of coverage as required by this section shall be delivered to the County within fifteen (15) days of execution of this Agreement. g. Failure of the Contractor to take out or maintain any required insurance shall not relieve the Contractor from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations concerning indemnification of the County. h. The Contractor's insurers shall have no right of recovery or subrogation against the County(including its employees and other agents and agencies), it being the intention of the parties that the insurance policies, with the exception of Professional Liability Insurance, so affected shall protect both parties and be primary coverage for all losses covered by the above described insurance. i. Insurance companies issuing the policy or policies shall have no recourse against the County(including its employees and other agents and agencies) for payment of any premiums or for assessments under any form of policy. j. All deductibles in the above described insurance policies shall be assumed by and be at the sole risk of the Contractor. k. Any deductibles or self-insured retention shall be declared to and approved by the County prior to the approval of this Agreement by the County. At the option of the County, the insurer shall reduce or eliminate deductibles or self-insured retention, or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Professional Services Agreement,N-22-029 Knutson, Sun Path SBMH 2022 2023 Page 4 of 14 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 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-, Professional Services Agreement,N-22-029 Knutson, Sun Path SBMH 2022_2023 Page 5 of 14 with the exception that excess and umbrella coverage used to meet the requirements for limits of liability or gaps in coverage need not be placed with insurers or re-insurers licensed in the State of Washington. v. The County reserves the right to request additional insurance on an individual basis for extra hazardous contracts and specific service agreements. 10. Worker's Compensation(Industrial insurance). a. If and only if the Contractor employs any person(s) in the status of employee or employees separate from or in addition to any equity owners, sole proprietor, partners, owners or shareholders of the Contractor, the Contractor shall maintain workers' compensation insurance at its own expense, as required by Title 51 RCW, for the term of this Agreement and shall provide evidence of coverage to Jefferson County Public Health, upon request. b. Worker's compensation insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. c. This coverage shall extend to any subcontractor that does not have their own worker's compensation and employer's liability insurance. d. The Contractor expressly waives by mutual negotiation all immunity and limitations on liability, with respect to the County,under any industrial insurance act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. e. If the County incurs any costs to enforce the provisions of this subsection, all cost and fees shall be recoverable from the Contractor. 11. Independent Contractor. The Contractor and the County agree that the Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. The Contractor specifically has the right to direct and control Contractor's own activities, and the activities of its subcontractors, employees, agents, and representatives, in providing the agreed services in accordance with the specifications set out in this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded County employees by virtue of the services provided under this Agreement, including, but not limited to: retirement, vacation pay;holiday pay; sick leave pay; medical, dental, or other insurance benefits; fringe benefits; or any other rights or privileges afforded to Jefferson County employees. The County shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to Contractor, or any employee of Contractor. Professional Services Agreement,N-22-029 Knutson, Sun Path SBMH 2022 2023 Page 6 of 14 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. 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. Professional Services Agreement,N-22-029 Knutson, Sun Path SBMH 2022 2023 Page 7 of 14 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: Andrea Knutson,Sun.Path Healing, PLLC 93 Matheson Street Unit 638 Port Hadlock, WA 98339 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. Professional Services Agreement,N-22-029 Knutson, Sun Path SBMH 2022 2023 Page 8 of 14 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 fmal,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 Anv 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. everability. 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. Na Assianrnent. The Contractor shall not sell, assign, or transfer any of rights obtained by this Agreement without the express written consent of the County. 28.No Third-party Beneficiaries. The parties do not intend, and nothing in this Agreement shall be construed to mean, that any provision in this Agreement is for the benefit of any person or entity who is not a party. Professional Services Agreement,N-22-029 Knutson,Sun Path SBMH 2022_2023 Page 9 of 14 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: 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; Professional Services Agreement,N-22-029 Knutson, Sun Path SBMH 2022_2023 Page 10 of 14 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;t Foiiu, and shall submit to Jefferson County with signed Agreement. k a 7 DATED this ' �� day of � �'` 1 ,� _ (SIGNATURES FOLLOW ON THE NEXT PAGE) Professional Services Agreement,N-22-029 Knutson, Sun Path SBMH 2022_2023 Page 11 of 14 SIGNATURE PAGE JEFFERSON COUNTY A i \,,,,,,.. BOkkRD OFF COMMISSIONERS 11 C IT NI K,',LA-5ov-) Name of Contractor Heidi Eisenhour, Chair `�- ` 71 Approved Telephonically Con tor Representative/Ple p;nt) Greg Broffierton, Member I Li:t iyi i 4,, .11/ iv 1 '.I ( C (Signature) Kate Dean, Member i, s (JAI" / C.,) Title Date Approved as to form only: June 27, 2022 Philip C. Hunsucker Date Chief Civil Deputy Prosecuting Attorney Professional Services Agreement,N-22-029 Knutson, Sun Path SBMH 2022_2023 Page 12 of 14 EXHIBIT A SCOPE OF WORK Contractor will provide drop-in and scheduled mental health counseling in the Port Townsend School-based Health Center one-day per week throughout the school year, 2022-2023. This work commences on September 6th, 2022 and concludes June 16th, 2023. The contractor will provide a copy of current license and/or credential for the employee who will be providing the mental health counseling in the Port Townsend School-based Health Center. MCS Counseling services will provide supervision lx weekly. Professional Services Agreement,N-22-029 Knutson, Sun Path SBMH 2022_2023 Page 13 of 14 EXHIBIT B Service Time for # of Weeks Cost per Session Total Cost Performance Mental Health September 6, 39 $600.00 $23,400.00 Counseling 2022—June 16, 2023 Professional Services Agreement,N-22-029 Knutson, Sun Path SBMH 2022_2023 Page 14 of 14