HomeMy WebLinkAboutOWL 360 Therapeutic Support 615 Sheridan Street
Port Townsend, WA 98368
�e eWn www.JeffersonCountyPublicHealth.org
10 Consent Agenda
Public Healt
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Mark McCauley, County Administrator
FROM: Apple Martine, Public Health Director
Anna McEnery, DD & BH Coordinator
DATE: Meta &jb -- y 202Y
SUBJECT: Agenda Item: Professional Services Agreement with OWL360; for the
Therapeutic Support for Independent Living Project;
January 1, 2025 — December 31, 2026; $51,645.30; ($24,501.65 in 2025
and $27,143.65 in 2026), for this agreement
STATEMENT OF ISSUE:
Jefferson County Public Health (JCPH) is requesting Board approval of to the Professional Services
Agreement with OWL360; for the Therapeutic Support for Independent Living Project; January 1, 2025 —
December 31, 2026; $51,645.30; ($24,501.65 in 2025 and $27,143.65 in 2026), for this agreement.
The nonprofit/501c3 OWL360 and is fully operational with a board and all the structure needed to
administer this grant. OWL360 is now the administrator of the Therapeutic Support for Independent Living
Project.
ANALYSIS/STRATEGIC GOALS/PRO'S and CONS:
This Professional Services Agreement between JCPH and OWL360; is to provide: assessment, counseling,
behavioral health support, coaching in independent living skills, self-care, social and emotional skill
development, education and employment goals to; emerging adults (ages 18-25), who are involved in the
Therapeutic Support for Independent Living Project.
By offering these services to emerging adults (ages 18-25); the following will be improved: psychiatric
symptoms and functioning, less substance use and arrests. Housing stability and employment will be
increased, along with connections to the community, while experiencing independent living for the first
time.
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
A D-24-050
FISCAL IMPACT/COST BENEFIT ANALYSIS:
This is County sales tax revenue, which is deposited into the 131 Fund (1/10 of 1% Fund). The BoCC
allocates it, with input from the Behavioral Health Advisory Committee. The agreement states that funding
is subject to availability and if the County sales tax revenue decreases, the vendor will be contacted and the
contract may be renegotiated.
This Professional Services Agreement resulted from an RFP process; services and funding have been
recommended to the BoCC by the Behavioral Health Advisory Committee.
RECOMMENDATION:
JCPH management; is requesting Board approval of the Professional Services Agreement with OWL360; for
the Therapeutic Support for Independent Living Project; January 1, 2025 — December 31, 2026;
$51,645.30; ($24,501.65 in 2025 and $27,143.65 in 2026), for this agreement.
REVIEWED BY:
Mark McCauley, County 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: OWL360 Contract No: AD-24-050
Contract For: Therapeutic Support for Independent Living Project Term: January 1,2025 to December 31,2026
COUNTY DEPARTMENT: Public Health
Contact Person: Apple Martine
Contact Phone: 443
Contact email: amartine@co.jefferson.wa.us
AMOUNT: $51,645.30;($24,501.65 in 2025 and$27,143.65 in 2026) PROCESS: Exempt from Bid Process
Revenue: Cooperative Purchase
Expenditure: Competitive Sealed Bid
Matching Funds Required: Small Works Roster
Sources(s) of Matching Funds Vendor List Bid
Fund # #131 RFP or RFQ
Munis Org/Obj 13156400 Other:
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES COMP Y WIJ 5.O$0 AND CHAPTER 42.23 RCW.
CERTIFIED: �■ N/A: Sept. 30. 2024
Signature Date
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEI�N DEBAR D BY ANY FEDERAL, STATE, OR LOCAL
AGENCY.
CERTIFIED: N/A: o - Sept. 30. 2024
Signature Date
STEP 3: RISK MANAGEMENT REVIEW (will be added electronically through Laserfiche):
Electronically approved by Risk Management on 10/3/2024.
STEP 4: PROSECUTING ATTORNEY REVIEW (will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 10/10/2024.
Standard PSA language.
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
PROFESSIONAL SERVICES AGREEMENT
Between
Jefferson County
And
OWL360
THIS PROFESSIONAL SERVICES AGREEMENT("this Agreement") is entered into between
the County of Jefferson, a municipal corporation("the County"), and OWL360 ("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: To
provide assessment, counseling,behavioral health support and social and emotional skill
coaching to emerging adults(ages 18-25), who are involved in the Therapeutic Support for
Independent Living Project.
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 1,2025 and continue
through December 31, 2026. 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 in 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 on an hourly basis at the
rate as defined in Exhibit`B", attached hereto,provided that the total amount of
payment to the Contractor shall not exceed$51,645.30; ($24,501.65 in 2025 and
$27,143.65 in 2026)without express written modification of the Agreement signed
by the County. The Contractor shall adhere to the budget amounts pursuant to this
Agreement as outlined in Exhibit`B".
b. Invoices must be submitted by the 1 Oth 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"A"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. 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.
Professional Services Agreement/OWL360-TSIL/2025-2026 Page 1 of 19
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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.
f. The County reserves first right to use as match,the Chemical Dependency or Mental
Health Treatment Sales and Use Tax, (now known as the 1/10th of 1%Behavioral
Health Sales Tax) and the services funded by them for purposes of qualifying for
additional funding and grants. The County may allow the Contractor to use the 1/l Oth
of 1%Behavioral Health Sales Tax funds as match, at the County's sole discretion.
Should the County decline to use the 1/IOth of 1%Behavioral Health Sales Tax
funds as match for additional funding and/or grants,then the County may authorize
the Contractor to use such funds for match(see ATTACHMENT A).
g. Where Contractor proposes to use 1/IOth of 1%Behavioral Health Sales Tax funds
for match, Contractor shall be solely responsible for compliance with all state and
federal laws and regulations, including, but not limited to DSHS, CMS and MCSR
funding rules, applicable to the use of 1/10th of 1%Behavioral Health Sales Tax
funds as match. Contractor shall document they have met this responsibility by
submitting to the County Administrator, in writing,their match formula, allocation
plan and any other documentation required of them pursuant to ATTACHMENT A,
attached hereto and incorporated in this Agreement.
h. The County may withhold authorization to utilize the 1/IOth of 1%Behavioral Health
Sales Tax funds as match. Contractor's failure to provide adequate documentation
does not relieve the Contractor of their responsibility to comply with all state and
federal laws and regulations related to match.
i., The County reserves first right to use as match the 1/IOth of 1%Behavioral Health
Sales Tax fund to the County Administrator, in writing,their match formula,
allocation plan and any other documentation required of them pursuant to
ATTACHMENT A, attached hereto and incorporated in this Agreement.
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.
Professional Services Agreement/OWL360-TSIL/2025-2026 Page 2 of 19
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 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, (3)Non-owned automobiles.
Professional Services Agreement/OWL360-TSIL/2025-2026 Page 3 of 19
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 liability insurance shall survive the
completion or termination of this Agreement for a minimum period of three(3)
years.
d. The County shall be named as an"additional named insured"under all insurance
policies required by this Agreement, except Professional Liability Insurance when
not allowed by the insurer.
e. Such insurance coverage shall be evidenced by one of the following methods: (a)
Certificate of Insurance; or, (b) Self-insurance through an irrevocable Letter of
Credit from a qualified financial institution.
f. The Contractor shall furnish the County with properly executed certificates of
insurance that, at a minimum, shall include: (a) The limits of overage; (b)The
project name to which it applies; (c) The certificate holder as Jefferson County,
Washington and its elected officials, officers,and employees with the address of
Jefferson County Public Health 615 Sheridan Street, Port Townsend, WA 98368,
and, (d)A statement that the insurance policy shall not be canceled or allowed to
expire except on thirty (30)days prior written notice to the County.
Professional Services Agreement/OWL360-TSIL/2025-2026 Page 4 of 19
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 the 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.
1. Insurance companies issuing the Contractor's insurance 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
insurance policy.
m. 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.
n. 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.
o. 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.
Professional Services Agreement/OWL360-TSIL/2025-2026 Page 5 of 19
p. 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.
q. 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.
r. 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.
s. 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.
t. 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.
u. 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 those 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.
v. 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.
w. 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.
Professional Services Agreement/OWL360-TSIL/2025-2026 rage 6 of 19
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.
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.
Professional Services Agreement/OWL360-TSIL/2025-2026 Page 7 of 19
13. Covenant Against Contingent Fees. The Contractor warrants that he has not employed or
retained any company or person, other than a bona fide employee working solely for the
Contractor,to solicit or secure this Agreement, and that he has not paid or agreed to pay any
company or person, other than a bona fide employee working solely for the Contractor,any
fee, commission,percentage,brokerage fee, gifts, or any other consideration contingent
upon or resulting from the award or making of this Agreement. For breach or violation of
this warranty,the County shall have the right to annul this Agreement without liability or, in
its discretion to deduct from the contract price or consideration, or otherwise recover,the
full amount of such fee, commission,percentage,brokerage fee, gift, or contingent fee.
14. Discrimination Prohibited. The Contractor, with regard to the work performed by it under
this Agreement,will not discriminate on the grounds of race, color, national origin,religion,
creed, age, gender, sexual orientation,material status, sex,or the presence of any physical or
sensory handicap in the selection and retention of employees or procurement of materials or
supplies.
15.No Assignment. The Contractor shall not sublet or assign any of the services covered by
this Agreement without the express written consent of the County. Assignment does not
include printing or other customary reimbursable expenses that may be provided in an
agreement.
16.Non-Waiver. Waiver by the County of any provision of this Agreement or any time
limitation provided for in this Agreement shall not constitute a waiver of any other
provision.
17. Termination.
a. The County reserves the right to terminate this Agreement at any time by giving ten
(10)days written notice to the Contractor.
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.
Professional Services Agreement/OWL360-TSIL/2025-2026 Page 8 of 19
Notices to the County shall be sent to the following address:
Jefferson County Public Health
Attn: BH County Coordinator
615 Sheridan Street
Port Townsend, WA 98368
Notices to Contractor shall be sent to the following address:
OWL360
Attn: Kelli Parcher, Executive Director
1240 W Sims Way #319
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
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.
Professional Services Agreement/OWL360-TSIL/2025-2026 Page 9 of 19
24.No Oral Waiver. No term or provision of this Agreement will be considered waived by
either party, and no breach excused by either party, unless such waiver or consent is in
writing signed on behalf of the party against whom the waiver is asserted. Failure of a party
to declare any breach or default immediately upon the occurrence thereof, or delay in taking
any action in connection with, shall not waive such breach or default.
25. Severability. Provided it does not result in a material change in the terms of this
Agreement, if any provision of this Agreement or the application of this Agreement to any
person or circumstance shall be invalid, illegal,or unenforceable to any extent,the
remainder of this Agreement and the application this Agreement shall not be affected and
shall be enforceable to the fullest extent permitted by law.
26. Binding on Successors, Heirs and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties' successors in interest,heirs, and assigns.
27.No Assignment. The Contractor shall not sell, assign,or transfer any of rights obtained by
this Agreement without the express written consent of the County.
28.No Third-party Beneficiaries. The parties do not intend, and nothing in this Agreement
shall be construed to mean,that any provision in this Agreement is for the benefit of any
person or entity who is not a party.
29. Signature in Counterparts. The parties agree that separate copies of this Agreement may be
signed by each of the parties and this Agreement shall have the same force and effect as if
all the parties had signed the original.
30. Facsimile and Electronic Signatures. The parties agree that facsimile and electronic
signatures shall have the same force and effect as original signatures.
31. Arms-LengLh 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.
Professional Services Agreement/OWL360-TSIL/2025-2026 Page 10 of 19
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 subcontractors, 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.
(SIGNATURES FOLLOW ON THE NEXT PAGE)
Professional Services Agreement/OWL360-TSIL/2025-2026 Page I of 19
SIGNATURE PAGE
JEFFERSON COUNTY WASHINGTON OWL360
Board of County Commissioners
Jefferson County, Washington
By: By: 91-1e 'C._
Kate Dean, Chair Date Signature
By: Name: Z L�
Greg Brotherton, Commissioner Date '
Title: G ..�!',U 4"KJ Q YIN N
By: Date:
Heidi Eisenhour, Commissioner Date
SEAL:
ATTEST:
Carolyn Gallaway, Date
Clerk of the Board
Approved as to form only:
for 10/10/2024
Philip C. Hunsucker, Date
Chief Civil Deputy Prosecuting Attorney
Professional Services Agreement/OWL360-TSIL/2025-2026 Page 12 of 19
EXHIBIT A
Scope of Work
OWL360: Therapeutic Support for Independent Living Project
RESPONSIBILITIES:
The County, as administrator of the 1/10'h of 1% Sales and Use Tax Funds, and OWL360 agree that
OWL360 will provide services to individuals as described in this Contract, including EXHIBIT A:
Scope of Work; EXHIBIT B: Fee Schedule; and EXHIBIT C: Logic Model and Performance
Measures; and further agrees to comply with the stipulations contained in ATTACHMENT A
attached hereto and incorporated herein.
OWL360, as a contracted provider, agrees to provide the following:
1. Provide appropriate expectations of program participants, screening tools for guiding
service delivery, and plans for community engagement and public relations for the
Therapeutic Support for Independent Living Project.
2. Provide oversight and the following for the Therapeutic Support for Independent Living
Project; so,the Behavioral Health Advisory Committee is able to review usage of allocated
funds in order to assure access to appropriate treatments and services:
a) Assure that housing and intake screening identifies case management goals, include
on-going therapeutic support; on-site relationship skill building for the emerging
adults, (ages 18-25).
b) Assure that emerging adults, (ages 18-25), will experience coaching in independent
living skills, self-care, social and emotional skill development, education and
employment goals; all within an independent living environment.
c) Assure that assessment, counseling and behavioral health support, is provided to
emerging adults, (ages 18-25),who are involved in the Therapeutic Support for
Independent Living Project.
d) Assure that group therapy around the creation of a self-government
for the living environment, focuses on the areas of relationship building and conflict
resolution, for those involved in the Therapeutic Support for Independent Living
Project.
e) Assure that the risk of future homelessness.will be reduced and housing will be
sustained for emerging adults, (ages 18-25),that are involved in the Therapeutic
Support for Independent Living Project.
f) Maintain a secure records system guaranteeing the confidentiality of PHI pursuant to
HIPAA.
Professional Services Agreement/OWL360-TSIL/2025-2026 Page 13 of 19
g) Work with the community to help them recognize the Therapeutic Support for
Independent Living Project; as a positive link,to obtaining short-and long-term life
goals, for older youth and young adults; and is seen as having a positive impact on
the neighborhood and community.
h) Assure that other revenues are billed whenever they exist.
i) Assure that clerical,billing, general office support, including administration are
provided.
j) Provide oversight of the Therapeutic Support for Independent Living Project; track
time, create client notes, keep records, data collection. Assure legal and ethical
issues and standards of care are updated and that they meet the State of Washington
standards.
3. Data will be provided including the list below, but not limited to:
a) The collection and preparation of data of the Therapeutic Support for Independent
Living Project for internal and external evaluation purposes,providing a monthly
invoice to JCPH.
b) The preparation of progress reports if needed.
c) A client survey indicating their view of how the program helped in their child's
wellbeing.
d) A client survey indicating their view of how the program helped in their own
wellbeing.
e) Assure that the Therapeutic Support for Independent Living will provide quarterly
statistics in an electronic form that is developed and may be revised by Jefferson
County Public Health Epidemiologist; for statistical and program data collection.
f) Assure that quarterly electronic reports about the Therapeutic Support for
Independent Living Program, will be sent to the Jefferson County Public Health
Epidemiologist; in a form as specified by Jefferson County Public Health, as
outlined in the Quarterly Evaluation Reporting Template.
g) OWL360 will ensure that quarterly electronic reports are sent to Lolinthea Hinkley
at LHinkley_(a),co.jefferson.wa.us
o Quarterly reports will be reviewed by Public Health for accuracy. Any
questions will be referred back to OWL360.
h) Upon request, additional reports of activities and services provided,to the JCPH
Contract Representative.
4. Attend and report to the Behavioral Health Advisory Committee once during the duration of
this contract period, at a regularly scheduled meeting,to share progress and evaluation
reports.
Professional Services Agreement/OWL360-TSIL/2025-2026 Page 14 of 19
EXHIBIT B
Fee Schedule/Budget Sheet
OWL360: Therapeutic Support for Independent Living Project
January 1, 2025—December 31,2025
Requested from Other Funding Total
Personnel Costs Source Budget
Employee/FTE & Salary& Other $24,501.65
Costs
Salary (.45 FTE) $120 a Session
Benefits &Taxes
SUBTOTAL $24,501.65
OPERATING COSTS
Admin: (no more than 10% &
please describe what charges are
to be included)
OTHER COSTS
TOTAL COST
$24,501.65
Not to exceed $51,645.30; ($24,501.65 in 2025 and $27,143.65 in 2026) in completion of
services for the duration of this contract,without express written amendment signed by both
parties.
Professional Services Agreement/OWL360-TSIL/2025-2026 Page 15 of 19
EXHIBIT B
Fee Schedule/Budget Sheet
OWL360: Therapeutic Support for Independent Living Project
January 1, 2026—December 31,2026
OtherRequested from
BudgetPersonnel Costs Source
Employee/FTE & Salary& Other $27,143.65
Costs
Salary (.45 FTE) $120 a Session
Benefits &Taxes
SUBTOTAL $27,143.65
OPERATING COSTS
Admin: (no more than 10% &
please describe what charges are
to be included)
OTHER COSTS
TOTAL COST
$27,143.65
Not to exceed $51,645.30; ($24,501.65 in 2025 and $27,143.65 in 2026) in completion of
services for the duration of this contract,without express written amendment signed by both
parties.
Professional Services Agreement/OWL360-TSIL/2025-2026 Page 16 of 19
EXHIBIT C
Logic Model
OWL360: Therapeutic Support for Independent Living Project& Community Youth
OUTCOMES
Therapeutic Support for Independent
Livin and comm
experience for VOLing adult resident,,,
2. Employment and educational goals
INPUT 3. 1 lousing sustained and future OUTPUTS
Therapeutic Support for homelessness averted. Emerging Adult Independent
Independent Living and Living community youth
ram is
community having a positive impact on the 1.Relationships between residents
1. Housing and intake are mutually supportive;
screening identifies case5. Community recognizes the progrann as 2.External providers are informed
management goals that include
therapeutic support. a positive link to obtaining short- and of ongoing living skill
long-term life goals for older youth and development and participation in
2. Ongoing therapeutic therapeutic SMART goals;
support and relationship skill
bldg. on-site w/ collaboration 3. Household in general is
with other providers. perceived as a positive
participation as a good"neighbor"
3. Participants (emerging adults PROCESS and community partner;
ages 18-24) experience
coaching in independent living Therapeutic Support for 4. Potential resident leadership
Independent Living and community development is successful and can
skills such as supporting other
residents,self-care, educationyouth sustain process of self-
and employment support,self- government for residents.
Case Manager for independent living
government group work as
program provides referral to therapist; 5. Independent living skills are
well as social skill development
within an independent living increased for residents as well as
Skill and relationship building,support other positive outcomes such as
environment. for ongoing treatment on site in living education and employment;
4. Resource Navigation with environment(both individual and
supportive staff group work) —12 hours per month. 6. Risk of future homelessness
reduced.
Case Manager,Therapist,individual
service providers communicate to
provide direct and consistent coaching
to first-time residents.
Professional Services Agreement/OWL360-TSIL/2025-2026 11a2c 17 A 19
ATTACHMENT A
JEFFERSON COUNTY 1/10th of 1% BEHAVIORAL HEALTH SALES TAX FUNDING
MATCH POLICY
Definitions:
Match: is a requirement for the grantee to provide contributions of a specified amount or
percentage to match funds provided by another grantor. Matching can be in the form of
cash or in-kind contributions.
Regulations: The specific requirements for matching funds are unique to each federal or
state program. The A-102 Common Rule provides criteria for acceptable costs and
contributions in regard to match.
Jefferson County Policy:
In 2005,the Washington State Legislature created an option for counties to raise the local sales tax
by 0.1 percent, (the 1/1 Oth of 1%sales tax initiative)to augment state funding for behavioral health
treatment. Jefferson County collects and distributes the 1/10'h of 1%Behavioral Health Sales Tax
fund. Services purchased by the County are allocated through a formal Request for Proposal (RFP)
process,review and contracting; staffed by Jefferson County Public Health, overseen by Jefferson
County Behavioral Health Advisory Committee and adopted by the Board of County
Commissioners, (BOCC). BOCC does not assume any fiscal responsibility/liability for any of the
Contractors they contract for services with.
Jefferson County reserves the first right to use as match the 1/10'h of 1%Behavioral Health Sales
Tax funds and the services funded by them for purposes of qualifying for additional funding and
grants. County may make available to the Contractor the 1/10t'of 1%Behavioral Health Sales Tax
funds for the Contractor to propose as match to state, federal or other entities, at the County's sole
discretion. Contractor shall not use the I/IOth of 1%Behavioral Health Sales Tax funds for match
without prior authorization by the Jefferson County Administrator and County fiscal team. To
request authorization of availability of the funds for match, Contractor must apply to the County
Administrator in writing, and include their match formula and allocation plan and may include
other documentation to support their request. The County Administrator will authorize or deny the
availability of match funds in writing within 30 days of the application.
If the County informs the Contractor of the availability of the 1/10d'of 1%Behavioral Health Sales
Tax funds for match,then the Contractor shall be solely responsible for compliance with all state
and federal laws and regulations, including,but not limited to DSHS, CMS and BIRR funding
rules, applicable to the use of 1/10'of 1%Behavioral Health Sales Tax funds as match. Following
state, federal and local guidelines for match is the responsibility of the Contractor.
For example, if a Contractor provides Title XIX Medicaid services(the Policy 19.50.02 or 42CFR
430.30)they are required by those rules to actually bill Medicaid for the services at the same time.
If no Medicaid billing exists, the match would not comply with state and federal guidelines for
match.
Professional Services Agreement/OWL360-TSIL/2025-2026 Page 18 of 19
Concurrent with its request for authorization of the availability of match, Contractor shall document
it has met its responsibility to follow state, federal and local guidelines for match by submitting in
writing to the County Administrator their match formula, allocation plan, and other documentation
made mandatory pursuant to this Agreement and this Attachment A. At a minimum,the Contractor
shall also provide the following to the County Administrator:
1. DSHS requires contractors to complete and submit a"Local Match Certification"
form (DSHS 06-155) or a form that has equivalent data elements prior to any
agreement for DSHS services. Submit a copy of this application and form when
requesting match availability from the County and at each monthly billing.
2. Submit the current administrative policy within WA State regulating your services
and the use of local match.
3. Submit to the County your last financial audit showing your use of match, County
funds and tracking systems.
4. Submit to the County the terms of the agreement showing the MH/SA allocation is
an allowable source of match.
5. Provide documentation that your financial reporting system tracks matching funds at
a level that meets the level of documentation required by federal or state statutes.
The County may reject permission for Contractor to utilize the 1/10t'of 1%Behavioral Health
Sales Tax funding as match.
Professional Services Agreement/OWL360-TSIL/2025-2026 Page 19 of 19