HomeMy WebLinkAboutCONSENT Agreement re PH Leadership training 615 Sheridan Street
Port Townsend, WA 98368
�e eWn www.JeffersonCountyPublicHeaIth.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, Director, Public Health
DATE:
.
SUBJECT: Agenda item — Professional Services Agreement between Jefferson County Public
Health and Ally Strategy Consulting LLC; February 1 — June 30, 2025; $49,520.
STATEMENT OF ISSUE:
Jefferson County Public Health (JCPH) Administrative Division requests Board approval of the Jefferson County
Professional Services Agreement with Ally Strategy Consulting, LLC to provide public health workforce expertise
and support for continued professional development of the JCPH leadership team and staff between 2/1/25 and
6/30/25; $49,520.
ANALYSIS/STRATEGIC GOALS/PROS and CONS:
JCPH was awarded workforce development funds by WA Department of Health (DOH) to expand, train, and
sustain local public health workforce in the aftermath of the COVID-19 Pandemic. Professional leadership
development will support continued emphasis on efficiencies in current work, organizational culture change,
resilience in the face of future challenges, and succession planning. JCPH's implementation plan for the use of
these funds for this purpose was approved by DOH as of December 2023.
FISCAL IMPACT/COST BENEFIT ANALYSIS:
Consultative expertise offered by Ally Strategy's Principal will impact both leadership and staff at JCPH and is
made possible by Center for Disease Control COVID-19 Public Health Workforce Development funds, through the
consolidated contracts with WA Department of Health.
RECOMMENDATION:
JCPH director requests approval of the Jefferson County Professional Services Agreement with Ally Strategy
Consulting for $49,520 to conduct professional leadership development consultation, training, and coaching.
REVIEWED BY:
40
Mark McCauley, C my 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
AD-25-011
CONTRACT REVIEW FORM Clear Form
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: Ally Strategy Consulting Contract No: AD-25-011
Contract For: JCPH leadership team professional development Term: 2/1/2025 - 6/30/2025
COUNTY DEPARTMENT: Public Health
Contact Person: Apple Martine
Contact Phone: #443
Contact email: amartine@co.jeffersonma.us
AMOUNT: Not to exceed$50K PROCESS: Exempt from Bid Process
Revenue: Cooperative Purchase
Expenditure: <$50K Competitive Sealed Bid
Matching Funds Required: Small Works Roster
Sources(s) of Matching Funds Vendor List Bid
Fund # 127 RFP or RFQ
Munis Org/Obj 12756200 Other:
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES COMP I CE W H 3 55.080 AND CHAPTER 42.23 RCW.
CERTIFIED: N/A: --� Feb. 7, 2025
Sign ure Date
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL
AGENCY.
CERTIFIED: N/A: _ Feb. 7, 2025
S i gfatore Date
STEP 3: RISK MANAGEMENT REVIEW (will be added electronically through Laserfiche):
Electronically approved by Risk Management on 2/13/2025.
STEP 4: PROSECUTING ATTORNEY REVIEW (will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 2/18/2025.
Standard PSA contract. Shall not exceed $50,000.
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
l
PROFESSIONAL SERVICES AGREEMENT FOR
JEFFERSON COUNTY PUBLIC HEALTH LEADERSHIP DEVELOPMENT
CONSULTATION
THIS PROFESSIONAL SERVICES AGREEMENT("this Agreement") is entered into between
the County of Jefferson,a municipal corporation("the County"), and Ally Strategy Consulting,
LLC ("the Contractor"),in consideration of the mutual benefits,terms,and conditions specified
below.
1. Proiect Designation. The Contractor is retained by the County to perform the
following Project: Ally Strategy,LLC will provide support for continued professional
development of Jefferson County Public Health leadership team,with emphasis on
organizational culture,engaging leadership frameworks,incorporating lessons from
COVID to support current work and future challenges,succession planning, and
increasing personal resilience; individual coaching will be provided to leaders for
addressing their specific growth edges.
2. Scope of Services. Contractor agrees to perform the services identified on Exhibit
"A"attached hereto including the provision of all labor.
3. Time for Performance. This Agreement shall commence on February 1, 2025 and
continue through June 30,2025. Work performed consistent with this Agreement
during its term, but 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$50,000 without express written modification of the
Agreement signed by the County.
b. Invoices must be submitted by the 10t'of the month for the previous month's
expenses. Such invoices will be checked by the County, and upon approval
thereof,payment will be made to the Contractor in the amount approved. Failure
to submit timely invoices and reports pursuant to Exhibit B of the Agreement may
result in a denial of reimbursement. Invoices not submitted within 60 days may
be denied.
c. Final payment of any balance due the Contractor of the total contract price earned
will be made promptly upon its ascertainment and verification by the County after
the completion of the work and submittal of reports under this Agreement and its
acceptance by the County.
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 1 of 14
AD-25-011
d. Consultant shall provide invoices and necessary backup documentation for all
services including timesheets and statements(specifying the services provided).
Any indirect charges require the submittal of an indirect cost methodology and
rate using 2 C.F.R. Part 255 and 2 C.F.R. Part 230.
e. The Contractor's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the County and state for a period of
six(6)years after final payments. Copies shall be made available upon request.
5. Ownership and Use of 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
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 2 of 14
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, (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
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 3 of 14
three (3)years after the end of this Agreement, at the Contractor's sole expense.
The Contractor agrees the Contractor's insurance obligation to provide
professional liability insurance shall survive the completion or termination of this
Agreement for a minimum period of three (3)years.
d. The County shall be named as an"additional named insured"under all insurance
policies required by this Agreement, except Professional Liability Insurance when
not allowed by the insurer.
e. Such insurance coverage shall be evidenced by one of the following methods:
(a) Certificate of Insurance; or, (b) Self-insurance through an irrevocable Letter of
Credit from a qualified financial institution.
f. The Contractor shall furnish the County with properly executed certificates of
insurance that, at a minimum, shall include: (a) The limits of overage; (b) The
project name to which it applies; (c)The certificate holder as Jefferson County,
Washington and its elected officials, officers, and employees with the address of
Jefferson County Public Health 615 Sheridan Street, Port Townsend, WA 98368,
and, (d)A statement that the insurance policy shall not be canceled or allowed to
expire except on thirty (30) days prior written notice to the County. If the proof
of insurance or certificate indicating the County is an"additional insured"to a
policy obtained by the Contractor refers to an endorsement(by number or name)
but does not provide the full text of that endorsement, then it shall be the
obligation of the Contractor to obtain the full text of that endorsement and
forward that full text to the County. Certificates of coverage as required by this
section shall be delivered to the County within fifteen(15) days of execution of
this Agreement.
g. Failure of the Contractor to take out or maintain any required insurance shall not
relieve the Contractor from any liability under this Agreement, nor shall the
insurance requirements be construed to conflict with or otherwise limit the
obligations concerning indemnification of the County.
h. The Contractor's insurers shall have no right of recovery or subrogation against
the County (including its employees and other agents and agencies), it being the
intention of the parties that the insurance policies, with the exception of
Professional Liability Insurance, so affected shall protect both parties and be
primary coverage for all losses covered by the above described insurance.
i. Insurance companies issuing the policy or policies shall have no recourse against
the County (including its employees and other agents and agencies) for payment
of any premiums or for assessments under any form of policy.
j. All deductibles in the above described insurance policies shall be assumed by and
be at the sole risk of the Contractor.
k. Any deductibles or self-insured retention shall be declared to and approved by the
County prior to the approval of this Agreement by the County. At the option of
the County,the insurer shall reduce or eliminate deductibles or self-insured
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 4 of 14
retention,or the Contractor shall procure a bond guaranteeing payment of losses
and related investigations, claim administration and defense expenses.
1. Any judgments for which the County may be liable,in excess of insured amounts
required by this Agreement,or any portion thereof,may be withheld from
payment due,or to become.due,to the Contractor until the Contractor shall
furnish additional security covering such judgment as may be determined by the
County.
m. Any coverage for third party liability claims provided to the County by a"Risk
Pool"created pursuant to Ch. 48.62 RCW shall be non-contributory with respect
to any policy of insurance the Contractor must provide in order to comply with
this Agreement.
n. The County may,upon the Contractor's failure to comply with all provisions of
this Agreement relating to insurance,withhold payment or compensation that
would otherwise be due to the Contractor.
o. The Contractor's liability insurance provisions shall be primary and
noncontributory with respect to any insurance or self-insurance programs
covering the County,its elected and appointed officers, officials, employees,and
agents.
p. Any failure to comply with reporting provisions of the insurance policies shall not
affect coverage provided to the County, its officers, officials, employees, or
agents.
q. The Contractor's insurance shall apply separately to each insured against whom
claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
r. The Contractor shall include all subcontractors as insured under its insurance
policies or shall furnish separate certificates and endorsements for each
subcontractor. All insurance provisions for subcontractors shall be subject to all
the requirements stated herein.
s. The insurance limits mandated for any insurance coverage required by this
Agreement are not intended to be an indication of exposure nor are they
limitations on indemnification.
t. The Contractor shall maintain all required insurance policies in force from the
time services commence until services are completed. Certificates, insurance
policies,and endorsements expiring before completion of services shall be
promptly replaced. All the insurance policies required by this Agreement shall
provide that thirty(30)days prior to cancellation, suspension, reduction or
material change in the policy,notice of same shall be given to the Jefferson
County Public Health Contracts Manager by registered mail,return receipt
requested.
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 5 of 14
u. The Contractor shall place insurance with insurers licensed to do business in the
State of Washington and having A.M. Best Company ratings of no less than A-,
with the exception that excess and umbrella coverage used to meet the
requirements for limits of liability or gaps in coverage need not be placed with
insurers or re-insurers licensed in the State of Washington.
v. The County reserves the right to request additional insurance on an individual
basis for extra hazardous contracts and specific service agreements.
10. Worker's Compensation(Industrial Insurance).
a. If and only if the Contractor employs any person(s)in the status of employee or
employees separate from or in addition to any equity owners, sole proprietor,
partners,owners or shareholders of the Contractor,the Contractor shall maintain
workers' compensation insurance at its own expense,as required by Title 51
RCW, for the term of this Agreement and shall provide evidence of coverage to
Jefferson County Public Health,upon request.
b. Worker's compensation insurance covering all employees with limits meeting all
applicable state and federal laws.This coverage shall include Employer's
Liability with limits meeting all applicable state and federal laws.
c. This coverage shall extend to any subcontractor that does not have their.own
worker's compensation and employer's liability insurance.
d. The Contractor expressly waives by mutual negotiation all immunity and
limitations on liability,with respect to the County,under any industrial insurance
act, disability benefit act, or other employee benefit act of any jurisdiction which
would otherwise be applicable in the case of such claim.
e. If the County incurs any costs to enforce the provisions of this subsection,all cost
and fees shall be recoverable from the Contractor.
11. Independent Contractor. The Contractor and the County agree that the Contractor is
an independent contractor with respect to the services provided pursuant to this
Agreement. The Contractor specifically has the right to direct and control
Contractor's own activities,and the activities of its subcontractors, employees,
agents,and representatives,in providing the agreed services in accordance with the
specifications set out in this Agreement. Nothing in this Agreement shall be
considered to create the relationship of employer and employee between the parties.
Neither Contractor nor any employee of Contractor shall be entitled to any benefits
accorded County employees by virtue of the services provided under this Agreement,
including,but not limited to: retirement,vacation pay;holiday pay; sick leave pay;
medical, dental, or other insurance benefits;fringe benefits; or any other rights or
privileges afforded to Jefferson County employees. The County shall not be
responsible for withholding or otherwise deducting federal income tax or social
security or for contributing to the state industrial insurance program, otherwise
assuming the duties of an employer with respect to Contractor,or any employee of
Contractor.
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 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.
17. Termination.
a. The County reserves the right to terminate this Agreement at any time by giving
ten(10)days written notice to the Contractor.
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 7 of 14
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 parry 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:
Ally Strategy Consulting, LLC
Jennifer Pancholi, Founder& Principal
jc111i.ifer!� allystrategy.com/206-605-3605 / Seattle, WA
19. Integrated Agtireement. 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.
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 8 of 14
21. Disputes. The parties agree to use their best efforts to prevent and resolve disputes
before they escalate into claims or legal actions. Any disputed issue not resolved
pursuant to the terms of this Agreement shall be submitted in writing within 10 days
to the County Risk Manager, whose decision in the matter shall be final, but shall be
subject to judicial review. If either party deem it necessary to institute legal action or
proceeding to enforce any right or obligation under this Agreement, each party in
such action shall bear the cost of its own attorney's fees and court costs. Any legal
action shall be initiated in the Superior Court of the State of Washington for Jefferson
County. The parties agree that all questions shall be resolved by application of
Washington law and that the parties have the right of appeal from such decisions of
the Superior Court in accordance with the laws of the State of Washington. The
Contractor hereby consents to the personal jurisdiction of the Superior Court of the
State of Washington for Jefferson County.
22. Section Headings. The headings of the sections of this Agreement are for
convenience of reference only and are not intended to restrict, affect,or be of any
weight in the interpretation or construction of the provisions of the sections or this
Agreement.
23. Limits of Any Waiver of Default. No consent by either party to, or waiver of, a
breach by either party,whether express or implied, shall constitute a consent to,
waiver of, or excuse of any other, different, or subsequent breach by either party.
24. No Oral Waiver. No term or provision of this Agreement will be considered waived
by either party, and no breach excused by either party, unless such waiver or consent
is in writing signed on behalf of the party against whom the waiver is asserted.
Failure of a party to declare any breach or default immediately upon the occurrence
thereof, or delay in taking any action in connection with, shall not waive such breach
or default.
25. Severability. Provided it does not result in a material change in the terms of this
Agreement, if any provision of this Agreement or the application of this Agreement to
any person or circumstance shall be invalid, illegal, or unenforceable to any extent,
the remainder of this Agreement and the application this Agreement shall not be
affected and shall be enforceable to the fullest extent permitted by law.
26. 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.
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 9 of 14
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 h Negotiations. The parties agree that this Agreement has been
negotiated at arms-length,with the assistance and advice of competent, independent
legal counsel.
32. Public Records Act. Notwithstanding the provisions of this Agreement to the
contrary,to the extent any record, including any electronic, audio, paper or other
media, is required to be kept or indexed as a public record in accordance with the
Washington Public Records Act, Chapter 42.56 RCW, as may hereafter be amended,
the Contractor agrees to maintain all records constituting public records and to
produce or assist the County in producing such records, within the time frames and
parameters set forth in state law. The Contractor further agrees that upon receipt of
any written public record request, Contractor shall, within two business days, notify
the County by providing a copy of the request per the notice provisions of this
Agreement.
33. Confidentiality. With respect to all information relating to County that is confidential
and clearly so designated, as required by the Health Insurance Portability and
Accountability Act (HIPAA) and any other applicable privacy laws, the Contractor
agrees to keep such information confidential. The Contractor shall not disclose,
transfer, or sell any such information to any party, except as provided by law or, in
the case of personal information,with the prior written consent of the person to whom
the personal information pertains. The Contractor shall maintain the confidentiality
of all personal information and other information gained by reason of this Agreement,
and shall return or certify the destruction of such information if requested in writing
by Jefferson County. This Agreement, once executed, will be a"public record"
subject to production to a third party if same is requested pursuant to- the Washington
Public Records Act, Chapter 42.56 RCW, as may hereafter be amended.
34. Criminal History/Backgtround Check. Each of the Contractor's employees, the
employees of any of the Contractor's approved subcontractor, or volunteers used by
the Contractor shall submit to a Washington State Patrol fingerprint identity and
criminal history check before they are authorized to perform services for the Project.
The County agrees to bear all reasonable costs incurred in the performance of this
fingerprint identity and criminal history check. Contractors who may or will have
regular access or limited access to any juveniles shall also:
a. Require that each of the Contractor's employees,the employees of any of the
Contractor's approved subcontractor, or volunteers used by the Contractor
undergo not less often than once every three (3)years another Jefferson County
approved criminal history and background check;
b. Ensure all employees, subcontractors, or volunteers are knowledgeable about the
requirements of RCW 13.40.570 and of the new crimes included in RCW 9A.44,
Sexual Offense;
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 10 of 14
c. Sign the Contractor Requirements for Responding to Situation of Sexual
Misconduct Form,and shall submit to Jefferson County with signed Agreement.
APPROVED AND ADOPTED this day o,f �, 2025.
JEFFERSON COUNTY WASHINGTON ALLY STRATEGY CONSULTING,LLC
Board of County Commissioners
Jefferson County, Washington
By: By: �� �� �
Heidi Eisenhour,Chair Signature i
By: Name: -Je'"n t-�{',{�
Greg Brotherton, Commissioner
Title: -�'r i nb Y?C�-�
By: Date: _ ��� >✓lCt� � ,'
Heather Dudley-Nollette,Commissioner 1
SEAL:
ATTEST:
Carolyn Gallaway,
Clerk of the Board
Approved as to form only:
i;
for 02/18/2025
Philip C.Hunsucker, Date
Chief Civil Deputy Prosecuting Attorney
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 11 of 14
Exhibit"A": Scope of Services
Goal of Jefferson County Public Health(JCPH) Leadership Development Program includes the
following components:
1. To support the continued development of the JCPH leadership team, with emphasis on
organizational culture, incorporating lessons from COVID to support current work and
future challenges, succession planning, and increased resilience.
2. To encourage all staff to pursue their own leadership development by introducing key
frameworks for growing leadership capacity and resources that they can pursue further.
3. To provide coaching to individual managers in the JCPH Leadership Team to address
their specific growth edges.
Overview of Work:
1. Contract period of 5 months; February 1, 2025 through June 30, 2025; funding made
available by Center for Disease Control COVID-19 Public Health Workforce
Development-Local Health Jurisdiction funding as a pass-through via WA DOH.
2. Planning and Facilitation of all activities, includes:
■ 2 group sessions per month with leadership team
o One 2.5-3.0 hours focused on exploring leadership concepts and frameworks
o One 1-1.5 hours focused on deepening learning/exploring opportunities for
implementation in context of existing work
3. Preparation and analysis of short assessment of JCPH organization culture and perceived
needs in leadership team development to inform development of sessions
4. Sessions for leadership team from February through June to include focus on:
■ Organizational culture
o Leadership team identifies and reviews their leadership strengths and the
balance of strengths among the team to enhance self-awareness and team
awareness
o Team co-creates principles of working together as a high-functioning
leadership team
o Review of key outcomes from Public Health Workforce Intentions and Needs
Survey (PH-WINS) administered nationally; data from JCPH's staff
participation in PH-WINS (Winter 2024)to be reviewed upon availability,
and reflections to be made on its implications
o Team assesses organizational culture, and identifies priorities for growth
o Team explores and discussed key change management tools/frameworks for
culture shift and transformation, i.e. guidelines for assertive communication,
RAPID framework, principles of working together, continued reflection on
listening deeply and asking questions that open up new possibilities
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 12 of 14
• Mobilizing for future public health challenges based on COVID lessons learned
and healing after COVID
o Review of JCPH's After-Action Review(AAR) on COVID lessons learned
o Identification of organizational strengths in response to COVID
o Collaborative co-creation of key elements to apply to future emergency
responses and public health leadership challenges
o Introduction to embodied leadership and breath techniques for centering
• Succession Planning
o Explore goals of and best practices for succession planning
o Utilize frameworks and tools to launch succession planning process
o Identify opportunities to complete and operationalize succession planning
• Increasing capacity for leadership and resilience in the midst of uncertainty
o Identification and exploration of three major components of resilience mindset
o Explore individual strengths to remain resilient despite future public health
challenges
o Learn practices to increase leadership team resilience
5. Session for JCPH general staff to include:
• One 2-3 hour session for a larger group of staff interested in leadership
development to introduce key leadership theories/skills through exposure to
recent theories and frameworks and provide suggestions for continued
development at the individual level (skills: listening deeply and asking questions
that open new possibilities).
• List of resources (i.e.,books, podcasts, etc.)to support staff interested in
developing their leadership capacity on their own.
• If needed: brief survey related to JCPH PH-WINS data to better understand staff
perspectives on organizational leadership and attitudes towards moving into
leadership positions.
• This session will help lay the groundwork for upcoming development of career
pathways policy and processes and explain how this relates to leadership capacity
development.
6. Coaching for 5 individuals for 5 months (February through June at—10 sessions/person)
7. Development of individualized materials for leaders participating in coaching based on
unique growth edges, as needed.
8. Principles of Diversity, Equity, Inclusion, and Accessibility (DEIA)will be used as a lens
to frame the content and conversations described above. A framework for how to
operationalize this in our work together will be discussed and provided.
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 13 of 14
Exhibit"B": Payment to Contractor
Program Component Work Effort Estimate Budget Estimate
Team Leadership • 35%of 1 FTE $35,520+mileage
Development February through March 2025
• 30%of 1 FTE
April through June 2025
Individual Coaching 5 clients; 5 months(2 sessions/month) $14,000
Total Program Budget: $49,520 + mileage
(not to exceed$50,000)
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 14 of 14