HomeMy WebLinkAboutMental Health contractINDEPENDENT CONTRACTOR AC REEMENT
THIS AGREEMENT is nrade and entered into this 6th day of July, 2021, by and between
KITTITAS COUNTY, a subdivision of tlre State of Washington, hereinafter referred to as the
"COIJNTY" and Comprehensive Healthcare, herein after referred to as "SERVICE
PROVIDER."
RECITALS
WHEREAS, the COUNTY desires to have certain services and or tasks performed as set fbrth
below and/or described in the Statement of the Work, attached 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 quali{ied
and possesses sufficient skills and the necessary capabilities, including technical and professional
expertise, l.vhere required, to perform these services and/ or tasks set fbrth in this Agreement.
NOW' THEREFORE, in consideration of the terms, conditions, covenants, and perfbrmance
contained herein, the parties hereto agree as follows:
I. Scoue ol Service^s.
The Scope of Services is described in the Statement of Work attached hereto as Exhibit
"A" and incorporated herein by this ref'erence.
il. Term.
The project shall begin on A!g!uiu*2llZl. and shall be cornpleted no later than -June 30-
f!!1. unless sooner tenninated according to the provisions herein.
lll. Carnpensation Al:d Mefhod OllPayment.
Payment and contract amount provisions are provided fbr in the Statement of Work and its
attached exhibits. Reimbursements under this agreement r.vill be based on billings, supported
by detail invoices and other appropriate detailed documentation of costs achrally incurred. It is
expressly understood that claims for reimbursement will not be submitted in excess of actual,
immediate cash requirernents necessary to carry out the purposes of the agreement
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lV. lleports Arrd lrrsoectiorrs.
V
The SERVICE PROVIDER at such times and irt such forms as the COUNTY may require,
shall furnish to the COUNTY such statements, records, reports, data. and information as
the CO(.JNTY may request pertaining to matters covered by this Agreement.
I ndellcnde rr! Cotrlractor ltelationslr ill.,
5.1 The parties intend that an independent contractor relationship between the
SERVICE PROVIDER and the COUNTY will be created by this Agreemerrt. The
COUNTY is interested primarily in the results to be achieved; subject to paragraphs herein,
the implernentation 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 pertbrmance of this Agreement.
5.2 In the performance of these services herein contemplated, the SERVICE
PROVIDER is an independent contractor with the authority to contro[ and direct the
performance of the details of the work, however, the results conternplated 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 Scolre o[
Services as described in Section I of this contract, above, and the l'lold l-larrrrless /
lndcntnillcation. provisions of Section VI, below.
Vl. l-lglsl l-larrnless/lnderrrnification,
6.1 SERVICE PROVIDER shall defend, indemnify and hold the COUNTY, its
officers, officials, employees and volunteers harrnless 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.
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Vll. Insurance.
7. I The SERVICE PROVIDER shall secure and rnaintain in effect at all tinres during
performance of the Work such insurance as willprotect SERVICE PROVIDER, its Support
(rneaning: SERVICE PROVIDER'S directors, officers, ernployees, 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 eutity acting
under the direction or control of, or on behalf oi SERVICE PROVIDER or any SERVICE
PROVIDER'S sub-Contractors of any tier in connection with or incident to the perfonnance
of the Work or tlris Agreernent) and the Additional Insured's fi'om all claims, losses, harm,
costs, liabilities, danrages and expenses arising out ofpersonal injury (including death) or
property darnage that rnay result from performance of the work or this Agreernent, whether
such perfonnance is by SERVICE PROVIDER or any of its Support.
7.2 All insurance shall be issued by cornpanies 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 rnust
comply with Chapter 48.15 RCW and 284-15 WAC.
7.3 SERVICE PROVIDER shall provide proof of insurance lbr:
A) Comrnercial General l.iabilit,y-lnsurance.. Coverage limits not less than:
. $3,000,000 per occurrence per project
. $5,000,000 general aggregate. $1,000,000 products & completed operationsaggregate. $1,000.000 personal and advertising injury, each offense. Certificate Holder - Kittitas County
' The Certificate rnust nalne 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) StooCap/lljmployers l-iabilitv,
Coverage lirnits 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.
errrr lrerci a I AUIonr ohil c Liabit Ly I rrsgr.anco
Automobile Liability for owned, non-owned , hired, and leased vehicles,
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c)
with arr N4CS 90 endorsenrent and a CA 9946 endorseruent attached if
'pollutants' are to betralrsported.
Coverage limits not less than:. $1,000,000 combined single limit
Thirty (30) days wlitten notice to the County of cancellation
of the insurarrce policy.
D) Fxcess ol t lrnbrella l.iabilitl,.
SERVICE PROVIDER shall provide Excess or tJnrbrella Liabitity coverage
at limits of $5,000,000 per occurrence and annual aggregate. This Excess or'
Unrbrella 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 combinatiorr thereof.
E) Workers'Compensation.
Workers' Compensation in anrounts required by law
7.4 'l'he SERVICE PROVIDER shall furnish the County a certificate of insurance with
Endorsenent as evidence that policies providing insurance required by this Agreenrent 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 resporrsibility for all loss or danrage
from any cause whatsoever to any tools, SERVICE PROVIDER'S employee-owned tools,
nrachinery, equipnrerrt, or motor vehicles owned or rented by the SERVICE PROVIDER,
or the SERVICE PROVIDER'S agents, suppliers or corrtractors as well as to any temporary
structures, scaffblding and protective fences. NOTE: No contract shall form until and
unless a copy of the Certificate of Insurance with Endorsentent, properly completed and irr
the amount required, is attached hereto.
VIll. Corupliance with Law.
8.1 The SERVICE PROVIDER, irr the performance of this Agreenrent, shall comply
with all applicable fbderal, 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 Agreenrent.
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IX. Non l)i*crirnilration.
9.I The COUNTY is an equal opportunity employer
9.2 Non-Discrirlination in employment. In the perfornrance of this Agreement the
SERVICE PROVIDER will not discliminate against arry employee or applicant for
employment on the grounds of race, creed, color, national origin, sex, nrarital status. age or
the presence of any sensory, mental or physical handicap; provided that the prohibition
against discrimination in ernployrlent because of handicap shall not apply if the parlicular
disability prevents the proper performance of the particular work involved. The SERVICE
PROVIDER shall ensure that applicants ale employed, and that enrployees are treated
during employntent without discrimination because of their race, creed, color, natiorral
origin, sex, ntarital status, age or the presence ofany sensory, mental or physical handicap.
Such action shall include, but not be limited to: employment, upgrading, demotion or
transfers, recruittnent or recruitnrent advertising, lay-off or terntination, rates of pay or
other fbrrns ol compensation, and programs for training including apprenticeships. The
SERVICE PROVIDER shall take such action with respect to this Agreement as may be
recluired to ensure full conrpliance with local, state and federal laws prohibiting
discrimination in employnrent.
9.3 Non-Discrintination in services .The SERVICE PROVII)ER will not discriminate
against any recipient of any services or benefits provided for irr this Agreement on the
grounds of race, creed, color, natiorral origin, sex, rnarital status, age or the presence of any
sensory, mental or physical handicap.
9.4 If any assignment andl or sub-contracting has been authorized by the COIJNTY,
said assignmetrt or sub-contract shall include appropriate safeguards against
discrimination. The SERVICE PROVIDER shall take such action as made be required to
eltsure full compliarrce with the provisions in the immediately preceding paragraphs herein.
X. Assigruneut/Srrb-contractirrg..
l0.l The SERVICE PROVIDER shall not assign its perfornrance under this Agreement
or any portion of this Agreement without the written consent of the COIJNTY, 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 Agreentent.
10.2 Any work or services assigned lrereunder shalI be subject to each provision of this
Agreement and proper bidding procedures where applicable as set forth in local, state and/
or f-ederal statutes, ordinances and guidelines.
10.3 Any technical/professional service sub-contract not listed in this Agreement, must
have express advance approval by the COIJNTY.
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Agreement No 202 I - I 05MH
v r Lll?ll9GS-,\t.-
Either party may request changes to the scope of services and performance to be provided
hereunder, however, no change or addition to this Agreerrrent shall be valid or binding upon
either party unless such change or addition be in writing and signed by both parties. Suclr
amendments shall be attached to and made part of this Agreement.
XII. Termination.
l2.l Termination for convenience. The COTINTY may terntinate this Agreement, in
whole or in part, at any time. by at least sixty (60) days written notice to the SERVICE
PROVIDER.
12.2 Terminatiott for cause. lf the SERVICE PROVIDER fails to perfonn in tlre 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 within 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 Paragraplr l2.l hereof. The SERVICE PROVIDER will only be paid for services
perfornted in accordance with the nranner of performance set forth in this Agreement.
XIll. 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. Attolrte,v.s F-ccs Ancl Cosfl'
lf any legal proceeding is blought for the enforcement of this Agreement or because of a
dispute, breech, default, or misrepresentation in connection with any of the provisions of
this Agreeruent 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. I This Agreement has been and shall be construed 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
perfornrance.
15.2 Any action at law, suit in equity, or judicial proceeding forthe enforcement of this
Agreement or any provisions thereof shall be instituted and maintairred only in any of the
courts of competent jurisdiction in Kittitas County, Washington.
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Agreernent No 2021- l05MH
XVI. Futrrre Norr-Allocalit'llt ol'Ftrt<ls
lf sufficient tunds are notappropriated or allocated fbr payrrrent under this Agreerrrent fbr
any future fiscal fiscal, the County will not be obligated to nrake payrnents for services or
anrourtts incurred after the end of the current fiscal period. No penalty or expense shall
accrue to the County in the event this provision applies.
XVIL $everabilit),.
17.1 lf, for any reason, any part, ternr or provision of this Agreerrrent is held by a court
of the United States to be illegal, void or unenforceable, the validity of the remaining
provisions shall not be aflfected, 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 lf it should appear that any provision hereof is in conflict with any statutory
provision in the State of Washington, said provisiou that rnay conflict therewith shall be
deemed inoperative and null arrd void in so far as it nray be in conflict therewith, and shall
be deemed modified to conform to such statutory provisions.
XVIIL Corrrttcrparts.
This Agreement nray be executed in counterparts, each of which shall be deenred an
original but all of which together shall constitute one and the sanre instrument.
XIX. EnlireAgreernent.,
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 tirne is of the essence in the
performance of the provisions of this Agreement. It is also agreed by the parties that the
fbrgiveness of the nonperformance of any provision of this Agreenrent does not constitute
a waiver of the provisions of this Agreement.
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Agreement No 2021 -105MH
IN WITNESS WHEREOF, the parties hercto have caused this Agreer-nent to be executed the
day and year first hereiu above written.
FOR COUNTY:
Kittitas County
205 W. Sth Ave., Ste. 108
Ellensburg, W A 98926
FOR SERVICB PROVIDER
Com prehensive Healthcare
P.O. Box 959
Yakima, WA 989A7
BOARD OF
Co4'' ltririghq
\"ice-Charnuan nt
g0UNrp
COMPREEEN SIVE EEALTU CARE
\1.
Jodi ef*U
Dated
"LLaClerk of the Board
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Agreement No 2021 -105MI I
EXHIBIT ''A''
Statement of Work Behavioral
Health Services
Term: Start August 1,2021 and ternrinate June 30,2024 unless terminated by either party as described below
or renegotiated prior to end ofternr.
Compensation: The atnount of $280,000 is available for previous years collection of millage.
Intent: The Kittitas County Comntission (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 adnrinistrative codes including but not
limited to: RCW 71.05, RCW 71.24, RCW 71.34, WAC 388-861 and WAC 388-862.
Irr an effort to maximize the resources available to direct consumer services, the County desires that
Contprehensive Healthcare assume the role of delivering and coordinating behavioral health services to the
extent prudent considering the needs of the citizens of Kittitas County, ellective quality control, and Kittitas
County Commissioner oversight responsibilities.
Comprehensive Healthcare will:
L Contract with Kittitas County as discussed with county commissioners related to available millage
funding to address behavioral healtlr needs in Kittitas County.
2. Maintain all necessary licensesto carry out the duties of this agreement. Specifically, CWCMH agrees
to provide services within thetern'rs of RCW 71.05 and RCW 7l.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 County Behavioral Health Recovery and Advisory Board and
attendance at its nreetings;
b. Assistance irr the development and review of a county mental health strategic plan and funding priority
plan.
c. Attendance at special board nteetings.
d. Attendance at other meetings of appropriate organizations.
e. Subcontracting with other providers as agreed with the County.
f. Resource managenlent that as a minirnum 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;
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Agreement No 202 I -i 05MH
g. and other duties as rnay be agreed upon in writing with the County
5. Provide two comtrrunity health workers and a part-tirne psychiatlist (.10 FTE) to support immediate crisis
intervention and support at KVH.
6. Within available resources, deliver mental health services in accordance with the Counfy's rnental health
strategic plan and firnding priorities.
7 . Bill Kittitas County, in a nranner 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 atthe local, regional, state and national level. ln addition,
Cornprehensive Healthcare will provide the County and the County's Behavioral Health
Recovery Advisory Board with required mental health audit reports, corrective action plans and
sirnilar documents for review in a timely manner following their receipt by Comprehensive
Healthcare.
9. Conduct financial audits rneeting the standards of the Covernment Accounting Standards Board not
less than once per year and provide copies of such audits to the County within seven (7) days of receipt
lrorn the entity corrdLrcting the audit.
i Kittitas County will:
l. Work with Contprehensive to identify comnrurrity needs and support the developrnent of behavioral
health services in the region.
2. Notily Comprehensive Healthcare of any current County Property Tax Millage amounts held at the
County and available for the suppolt of the Kittitas County rrrental health programs. A nnually notify
Comprehensive Healthcare of the amount of County Property Tax Millage available to be used to
support the Kittitas County Mental Health Prograrrr.
3. Corrtinue to designate Comprehensive Healthcare as the Kittitas County Designated Crisis Responder
organization.
Both Parties will:
I . Provide a rniniruutn of sixty (60) days notice of intent to terminate this agreement so as to insure a
clinically appropriate shutdown or transfer of consurner care.
2. Maintain ongoittg cornrnunication regarding the state ofthe mental health prograrn in Kittitas
County.
3. Provide any notice in writing and deliver notices to:
Lor Kittitas County
Board of County Comrrrissioners
Kittitas County Courthouse
205 West 5thAvenue, Suite 108, Ellensburg, WA 98926
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Agreement No 2021- I 05MH
Kittilas County Firrancial Services
Kittitas County Auditor
205 W 5'r'Ave Suite 105
Ellensburg, WA 98926
509-962-7slz
au4i tgrsaccou rr t i rr q@co, kitt i tas. wa. us
For Comprehasive" I {ea lthcare _
Jodi Daly CEO Comprehensive'Healthcare
P.O- 959
Yakima, WA 98907
Local Contact Pcrson
Greg Aubol, Director - Kittitas County
Central Washington €omprehensive Mental Health
220 West 4th
Ellensburg, Washington 98926
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