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HomeMy WebLinkAboutKittitas County Mental Health Contract Services (2) Agreement No 2021-105MH Page 1 of 11 INDEPENDENT CONTRACTOR AGREEMENT THIS AGREEMENT is made and entered into this 6th day of July, 2021, by and between KITTITAS COUNTY, a subdivision of the State of Washington, hereinafter referred to as the "COUNTY" and Central Washington Comprehensive Mental Health, herein after referred to as "SERVICE PROVIDER." RECITALS: WHEREAS, the COUNTY desires to have certain services and or tasks performed as set forth below and/or described in the Statement of the Work, attach ed hereto and incorporated by reference as Exhibit "A" requiring specialized skills and other supportive capabilities; and WHEREAS, sufficient COUNTY resources are not available to provide such services; and WHEREAS, the SERVICE PROVIDER represents that the SERVICE PROVIDER is qualified and possesses sufficient skills and the necessary capabilities, including technical and professional expertise, where required, to perform these services and/ or tasks set forth in this Agreement. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, the parties hereto agree as follows : I. Scope of Services. The Scope of Services is described in the Statement of Work attached hereto as Exhibit "A" and incorporated herein by this reference. II. Term . The project shall begin on August 1, 2021 and shall be completed no later than _June 30, 2024, unless sooner terminated according to the provisions herein. III. Compensation And Method Of Payment. Payment and contract amount provisions are provided for in the Statement of Work and its attached exhibits. Reimbursements under this agreement will be based on billings, supported by detail invoices and other appropriate detailed documentation of costs actually incurred. It is expressly understood that claims for reimbursement will not be submitted in excess of actual, immediate cash requirements necessary to carry out the purposes of the agreement Agreement No 2021-105MH Page 2 of 11 IV. Reports And Inspections. The SERVICE PROVIDER at such times and in such forms as the COUNTY may require, shall furnish to the COUNTY such statements, records, reports, data, and information as the COUNTY may request pertaining to matters covered by this Agreement. V. Independent Contractor Relationship. 5.1 The parties intend that an independent contractor relationship between the SERVICE PROVIDER and the COUNTY will be created by this Agreement. The COUNTY is interested primarily in the results to be achieved; subject to paragraphs herein, the implementation of services will lie solely with the discretion of the SERVICE PROVIDER. No agent, employee, servant or representative of the SERVICE PROVIDER shall be deemed to be an employee, agent, servant or representative of the COUNTY for any purpose, and the employees of the SERVICE PROVIDER are not entitled to any of the benefits the COUNTY provides for its employees. The SERVICE PROVIDER will be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, sub-contractors, or representatives during the performance of this Agreement. 5.2 In the performance of these services herein contemplated, the SERVICE PROVIDER is an independent contractor with the authority to control and direct the performance of the details of the work , however, the results contemplated herein must meet the approval of the COUNTY and shall be subject to the COUNTY'S general rights of inspection and review to secure the satisfactory completion thereof. 5.3 To the extent that the SERVICE PROVIDER is obligated by any statute or regulation, whether Federal or State, or any other contractual obligation relevant to the performance of the services to be provided, such obligations are within the Scope of Services as described in Section I of this contract, above, and the Hold Harmless / Indemnification provisions of Section VI, below. VI. Hold Harmless/Indemnification. 6.1 SERVICE PROVIDER shall defend, indemnify and hold the COUNTY, its officers, officials, employees and volunteers harmless from any and all claims, in juries , damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors, or omissions of the SERVICE PROVIDER in performance of this Agreement , except for injuries and damages caused by the sole negligence of the COUNTY. 6.2 No liability shall attach to the COUNTY by reason of entering into this Agreement except as expressly provided herein. Agreement No 2021-105MH Page 3 of 11 VII. Insurance. 7. I The SERVICE PROVIDER shall secure and maintain in effect at all times during performance of the Work such insurance as will protect SERVICE PROVIDER, its Support (meaning: SERVICE PROVIDER'S directors, officers, employees, agents and representatives; and sub-Contractors of any tier; the respective directors, officersemployees, agents and representatives of these sub-Contractors of any tier; and any other person or entity acting under the direction or control of, or on behalf of, SERVICE PROVIDER or any SERVICE PROVIDER'S sub-Contractors of any tier in connection with or incident to the performa nce of the Work or this Agreement) and the Additional Insured's from all claims, losses, harm, costs, liabilities, damages and expenses arising out of personal injury (including death) or property damage that may result from performance of the work or this Agreement, whether such performance is by SERVICE PROVIDER or any of its Support. 7.2 All insurance shall be issued by companies admitted to do business in the State of Washington and have a rating of A -, Class VII or better in the most recently published edition of Best's Reports unless otherwise approved by the County. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. 7.3 SERVICE PROVIDER shall provide proof of insurance for: A) Commercial General Liability Insu rance. • Coverage limits not less than: • $3,000,000 per occurrence per project • $5,000,000 general aggregate • $1,000,000 products & completed operations aggregate • $1,000,000 personal and advertising inju ry, each offense • Certificate Holder - Kittitas County • The Certificate must name the County as additional insured as defined in the Agreement • Thirty (30) days written notice to the County of cancellation of the insurance policy. B) Stop Gap/Employers Liability. • Coverage limits not less than: • $1,000,000 each accident • $1,000,000 disease -policy limit • $1,000,000 disease- each employee • Thirty (30) days written notice to the County of cancellation of the insurance policy. C) Commercial Automobile Liability Insurance. • Automobile Liability for owned, non-owned , hired, and leased vehicles, Agreement No 2021-105MH Page 4 of 11 with an MCS 90 endorsement and a CA 9946 endorsement attached if 'pollutants' are to be transported. • Coverage limits not less than: • $1,000,000 combined single limit • Thirty (30) days written notice to the County of cancellation of the insurance policy. D) Excess or Umbrella Liability. • SERVICE PROVIDER shall provide Excess or Umbrella Liability coverage at limits of $5,000,000 per occurrence and annual aggregate. This Excess or Umbrella Liability coverage shall apply, at a minimum, to both the Commercial General and Auto Insurance policy coverage. • This requirement may be satisfied instead through the SERVICE PROVIDER'S primary Commercial General and Automobile Liability coverage, or any combination thereof. E) Workers' Compensation. • Workers' Compensation in amounts required by law. 7.4 The SERVICE PROVIDER shall furnish the County a certificate of insurance with Endorsement as evidence that policies providing insura nce required by this Agreement are in full force and effect. SERVICE PROVIDER'S insurance policies required above shall be primary insurance and shall be non-contributing with any other insurance maintained by Kittitas County. 7.5 The SERVICE PROVIDER shall assume full responsibility for all loss or damage from any cause whatsoever to any tools, SERVICE PROVIDER’S employee -owned tools, machinery, equipment, or motor vehicles owned or rented by the SERVICE PROVIDE R, or the SERVICE PROVIDER'S agents, suppliers or contractors as well as to any temporary structures, scaffolding and protective fences. NOTE: No contract shall form until and unless a copy of the Certificate of Insurance with Endorsement, properly complet ed and in the amount required, is attached hereto. VIII. Compliance with Law. 8.1 The SERVICE PROVIDER, in the performance of this Agreement, shall comply with all applicable federal, state or local laws and ordinances, including regulations for licensing, certification and operation of facilities, programs and accreditation, and licensing of individuals, and any other standards or criteria as described in this Agreement to assure quality of services. 8.2 The SERVICE PROVIDER specifically agrees to pay any applicable business and occupation (B & 0) taxes that may be due on account of this Agreement. Agreement No 2021-105MH Page 5 of 11 IX. Non Discrimination. 9.1 The COUNTY is an equal opportunity employer. 9.2 Non-Discrimination in employment. In the performance of this Agreement the SERVICE PROVIDER will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap; provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular work involved. The SERVICE PROVIDER shall ensure that applicants are employed, and that employees are treated during employment without discrimination because of their race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap. Such action shall include, but not be limited to: em ployment, upgrading, demotion or transfers, recruitment or recruitment advertising, lay -off or termination, rates of pay or other forms of compensation, and programs for training including apprenticeships. The SERVICE PROVIDER shall take such action with r espect to this Agreement as may be required to ensure full compliance with local, state and federal laws prohibiting discrimination in employment. 9.3 Non-Discrimination in services . The SERVICE PROVIDER will not discriminate against any recipient of any services or benefits provided for in this Agreement on the grounds of race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap. 9.4 If any assignment and/ or sub -contracting has been authorized by the COUNTY, said assignment or sub-contract shall include appropriate safeguards against discrimination. The SERVICE PROVIDER shall take such action as made be required to ensure full compliance with the provisions in the immediately preceding paragraph s herein. X. Assignment/Sub-contracting. 10.1 The SERVICE PROVIDER shall not assign its performance under this Agreement or any portion of this Agreement without the written consent of the COUNTY, and it is further agreed that said consent must be sought in writing by the SERVICE PROVIDER not less than thirty (30) days prior to the date of any proposed assignment. The COUNTY reserves the right to reject without cause any such Agreement. 10.2 Any work or services assigned hereunder shall be subject to each provision of this Agreement and proper bidding proc edures where applicable as set forth in local, state and/ or federal statutes, ordinances and guidelines. 10.3 Any technical/professional service sub -contract not listed in this Agreement, must have express advance approval by the COUNTY. Agreement No 2021-105MH Page 6 of 11 XI. Either party may request changes to the scope of services and performance to be provided hereunder, however, no change or addition to this Agreement shall be valid or binding upon either party unless such change or addition be in writing and signed by both parti es. Such amendments shall be attached to and made part of this Agreement. XII. Termination. 12.1 Termination for convenience. The COUNTY may terminate this Agreement, in whole or in part, at any time, by at least sixty (60) days written notice to the SERVICE PROVIDER. 12.2 Termination for cause. If the SERVICE PROVIDER fails to perform in the manner called for in this Agreement or if the SERVICE PROVIDER fails to comply with any other provisions of the Agreement and fails to correct such noncompliance with in five (5) days written notice thereof, the COUNTY may terminate this Agreement for cause by thereafter giving sixty (60) days written notice of termination to the SERVICE PROVIDER pursuant to Paragraph 12.l hereof. The SERVICE PROVIDER will only be paid for services performed in accordance with the manner of performance set forth in this Agreement. XIII. Notice. Notice provided for in this Agreement shall be sent by certified mail to the addresses designated for the parties on the last page of this Agreement. XIV. Attorneys Fees And Costs. If any legal proceeding is brought for the enforcement of this Agreement or because of a dispute, breech, default, or misrepresentation in connection with any of the provisions of this Agreement the prevailing party shall be entitled to recover from the other party, in addition to any other relief to which such party may be entitled, reasonable attorneys fees and other costs incurred in that action or proceeding. XV. Jurisdiction And Venue. 15.1 This Agreement has been and shall be c onstrued as having been made and delivered within the State of Washington, and it is agreed by each party hereto that this agreement shall be governed by the laws of the State of Washington, both as to interpretation and performance. 15.2 Any action at law, suit in equity, or judicial proceeding for the enforcement of this Agreement or any provisions thereof shall be instituted and maintained only in any of the courts of competent jurisdiction in Kittitas County , Washington. Agreement No 2021-105MH Page 7 of 11 XVI. Future Non-Allocation of Funds If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal fiscal, the County will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. No penalty or expense shall accrue to the County in the event this provision applies. XVII. Severability. 17.1 If, for any reason, any part, term or provision of this Agreement is held by a court of the United States to be illegal, void or unenforceable, the validity of the remaining provisions shall not be affected, and the rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid . 17.2 If it should appear that any provision hereof is in conflict with any statutory provision in the State of Washington, said provision that may conflict therewith shall be deemed inoperative and null and void in so far as it may be in conflict therewith, and shall be deemed modified to conform to such statutory provisions. XVIII. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. XIX. Entire Agreement. The parties agree that this Agreement is the complete expression of the terms hereto and any oral representations or understandings not incorporated herein are excluded. Further , any modification of this Agreement shall be in writing and signed by both parties. Failure to comply with any of the provisions stated herein shall constitute material breech of contract and cause for termination. Both parties recognize time is of the essence in the performance of the provisions of this Agreement. It is also agreed by the parties that the forgiveness of the nonperformance of any provision of this Agreement does not constitute a waiver of the provisions of this Agreement. Agreement No 2021-105MH Page 8 of 11 IN WITNESS WHEREOF, the parties hereto have caused this Agreement t o be executed the day and year first herein above written . FOR COUNTY: Kittitas County 205 W. 5th Ave., Ste. 108 Ellensburg, W A 98926 FOR SERVICE PROVIDER: Central Washington Comprehensive Mental Health P.O. Box 959 Yakima, WA 98907 Agreement No 2021-105MH Page 9 of 11 EXHIBIT "A" Statement of Work Behavioral Health Services Term: Start August 1, 2021 and terminate June 30, 2024 unless terminated by either party as described below or renegotiated prior to end of term . Compensation: The amount of $280,000 is available for previous years collection of millage. Intent: The Kittitas County Commission (the "County") and Comprehensive Healthcare intend to operate a high quality mental health program for the benefit of the citizens of Kittitas County. The operation of this program shall be in keeping with all applicable statutes and related ad ministrative codes including but not limited to: RCW 71.05, RCW 71.24, RCW 71.34, WAC 388 -861 and WAC 388-862. In an effort to maximize the resources available to direct consumer service s, the County desires that Comprehensive Healthcare assume the role of delivering and coordinating behavioral health services to the extent prudent considering the needs of the citizens of Kittitas County, effective quality control, and Kittitas County Commissioner oversight responsibilities. CWCMH will: 1. Contract with Kittitas County as discussed with county commissioners related to available millage funding to address behavioral health needs in Kittitas County . 2. Maintain all necessary licenses to carry out the duties of this agreement. Specifically , CWCMH agrees to provide services within the terms of RCW 71.05 and RCW 71.24, WAC 388 -861 and WAC 388- 862. 3. Utilize County Property Tax Millage to support the operation of the behavioral health involuntary treatment and crisis outreach services in Kittitas County and the behavioral health program coordination duties described in this statement of work. 4. Provide mental health program coordination duties including: a. Support to the Kittitas C ounty Behavioral Health Recovery and Advisory Board and attendance at its meetings; b. Assistance in the development and review of a county mental health strategic plan and funding priority plan. c. Attendance at special board meetings. d. Attendance at other meetings of appropriate organizations. e. Subcontracting with other providers as agreed with the County. f. Resource management that as a minimum insures that services provided are sufficient and are predicated on the individual needs of that person with respect to the person's age, culture, language and abilities; Agreement No 2021-105MH Page 10 of 11 g. and other duties as may be agreed upon in writing with the County. 5. Provide two community health workers and a part-time psychiatrist (.10 FTE) to support immediate crisis intervention and support at KVH. 6. Within available resources, deliver mental health services in accordance with the County's mental health strategic plan and funding priorities. 7. Bill Kittitas County, in a manner prescribed by the County Auditor, for the County Property Tax Millage dedicated to behavioral health services. 8. Provide regular reports to the County and to the County's Mental Health Development Disabilities Board on behavioral health issues arising at the local, regional, state and national level. In addition, Comprehensive Healthcare will provide the County and the County's Behavioral Health Recovery Advisory Board with required mental health audit reports, corrective action plans and similar documents for review in a timely manner following their receipt by Comprehensive Healthcare. 9. Conduct financial audits meeting the standards of the Government Accounting Standards Board not less than once per year and provide copies of such audits to the County within seven (7) days of receipt from the entity conducting the audit. Kittitas County will: 1. Work with Comprehensive to identify community needs and support the development of behavioral health services in the region. 2. Notify Comprehensive Healthcare of any current County Property Tax Millage amounts held at the County and available for the support of the Kittitas County mental health program s. A nnually notify Comprehensive Healthcare of the amount of County Property Tax Millage available to be used t o support the Kittitas County Mental Health Program. 3. Continue to designate Comprehensive Healthcare as the Kittitas County Designated Crisis Responder organization. Both Parties will: 1. Provide a minimum of sixty (60) days notice of intent to terminate this agreement so as to insure a clinically appropriate shutdown or transfer of consumer care. 2. Maintain ongoing communication regarding the state of the mental health program in Kittitas County. 3. Provide any notice in writing and deliver notices to: For Kittitas County Board of County Commissioners Kittitas County Courthouse 205 West 5th Avenue, Suite 108, Ellensburg, WA 98926 Agreement No 2021-105MH Page 11 of 11 Kittitas County Financial Services Kittitas County Auditor 205 W 5th Ave Suite 105 Ellensburg, WA 98926 509-962-7502 auditorsaccounting@co.kittitas.wa.us For Comprehensive Healthcare Rick Weaver, CEO and President Central Washington Comprehensive Mental Health P.O. 959 Yakima, WA 98907 Local Contact Person : Greg Aubol, Director – Kittitas County Central Washington Comprehensive Mental Health 220 West 4th Ellensburg, Washington 98926