HomeMy WebLinkAboutAgreements/Contracts - BOCC (002)GRANT COUNTY
COMMISSIONERS AGENDA MEETING REQUEST FORM
(Must be submitted to the Clerk of the Board by 12:00pm on Thursday)
REQUESTING DEPARTMENT: COCT1C1lISSIOCI@CS Office
REQUEST SUBMITTED BY: B VaSCjU2Z
CONTACT PERSON ATTENDING ROUNDTABLE: g Vasquez
CONFIDENTIAL INFORMATION: ❑YES ®NO
SATE: 4/16/25
PHONE:292$
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Consulting Contract between ConnectionsWA, LLC and Grant/Douglas/Chelan and
Okanogan Counties for Sequential Intercept Model (SIM) Mapping for the North
Central region.
If necessary, was this document reviewed by accounting? ❑ YES ❑ NO 0 N/A
If necessary, was this document reviewed by legal? 0 YES ❑ NO ❑ N/A
DATE OF ACTION: 14 a"" Z5' DEFERRED OR CONTINUED TO:
APPROVE: DENIED ABSTAIN
D 1:
D2:
WITHDRAWN:
RECEIVE[
APR 16 2025
4/23/24 GRANT COUNTY COMMISSIONERS
Consulting Contract
Between:
Client:
Chelan County
Board of Commission
400 Douglas St. Ste. 201
Wenatchee, WA 98801
0
Consultant:
ConnectionsWA, LLC
2390 E Camelback Rd. Ste. 400
Phoenix, AZ 85016
RECITALS
Consultant is engaged in the business of providing consulting services as more
specifically defined in Exhibit A— Scope of Work.
Consultant desires to provide to Client and Client desires to obtain from Consultant,
those services described in Exhibit A hereto.
The parties intend that Consultant shall be an independent contractor with Client
under this Agreement and not an employee of or partner or joint venturer with Client.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Client and Consultant (referred to herein
as the "Parties") enter into this Agreement on the following terms and conditions:
1. Consultant Responsibilities
1.1. Consultant shall provide the various services, information, reports and other
deliverables (collectively, "Services") described in Exhibit A — Scope of Work ("SOW"),
pursuant to the terms and conditions of this Agreement. Consultant shall perform all
Services in a professional and workmanlike manner using only qualified personnel.
1
1.2. Except as otherwise provided in the SOW, Consultant shall provide all
equipment and other resources necessary for the timely performance of Services
hereunder, and Consultant shall provide and supervise all personnel necessary for the
timely performance of Services hereunder.
1.3. Consultant shall provide its Services hereunder in accordance with the
schedule set forth in the SOW. With respect to Consultant's duties to perform services in
accordance with such schedule, time is of the essence.
1.4. Consultant warrants and represents that there are no agreements to which
it is a party which would prevent its timely and complete performance of the terms and
conditions of the Agreement, and Consultant agrees not to enter into any such agreement
during the pendency of this Agreement. Consultant shall devote its best efforts to
performing the Services required by and in accordance with this Agreement.
1.5. Consultant, as well as its agents, representatives, and employees shall
comply with all Client rules, regulations, and guidelines in effect that are specified in the
SOW.
2. Compensation
2.1. The full compensation payable to Consultant for all Services hereunder
shall be calculated in accordance with the SOW.
2.2. Consultant shall pay all applicable taxes related to the compensation
payable hereunder, and Client will not withhold taxes for Consultant or Consultant's
employees. Consultant agrees to indemnify and hold harmless Client as provided in
Section 7 hereof from and against any and all liability arising from any failure of Consultant
to pay or withhold any applicable tax when due.
2.3. Consultant shall pay all wages, insurance, and related employment costs
and benefits for Consultant's employees who render Services related to this Agreement.
Consultant agrees to indemnify and hold harmless Client as provided in Section 7 hereof
from and against any and all liability arising from any failure of Consultant to pay any
wages or other employee benefits when due.
3. Termination
3.1. The term of this Agreement and/or the dates required for the provision of
Consultant's Services hereunder shall be as set forth in the SOW.
4. Record Access and Disclosure
4.1. Consultant shall maintain all
according to standard accounting principles
Consultant's activities under this Agreement.
necessary financial books and records
in order to provide a full accounting of
Consultant shall make such books and
P)
records available upon reasonable notice to Client or its agents for inspection and shall
provide copies of such information to Client upon receipt of a written request therefore.
4.2. Consultant shall comply with all laws, regulations and ordinances now in
effect or hereafter adopted regarding the retention and availability of its books and
records. Such compliance shall include, without limitation, compliance with the provisions
of Section 1861 (v)(1)(1) of the Social Security Act as more particularly provided under
section 5.4 hereof.
4.3. For the purpose of implementing Section 1861 (v)(1)(1) of the Social
Security Act, as amended and any written regulations thereto, Consultant shall comply
with the following statutory requirement concerning the maintenance of documentation to
verify the cost of Services performed under this Agreement.
4.3.1. Until the expiration of four (4) years after the furnishing of all Services
pursuant to this Agreement, Consultant will make available, upon written
request of the Secretary of Health and Human Services, or upon request of
the Comptroller General of the United States, or any of their duly authorized
representatives, the Agreement, and books, documents and records of such
Consultant that are necessary to certify the nature and extent of such costs,
and
4.3.2. If Consultant carries out any of the duties under this Agreement through a
subcontract, with a value or cost of $10,000 or more over a twelve-month
period, with a related organization (as that term is defined by regulation),
such subcontract shall contain a clause to the effect that until the expiration
of four years after the furnishing of such services pursuant to such
subcontract, the related organization shall make available, upon written
request to any of their duly authorized representatives, the subcontract, and
books, documents and records of such organization that are necessary to
verify the nature and extent of such costs.
4.4. Client and/or any third party contracted by Client shall have the unrestricted
right to audit all data, documents, services, and deliverables related to this Agreement.
Such information shall be furnished to Client at a mutually convenient time and within a
reasonable time. Should Client determine it reasonably necessary, Consultant shall make
all of its records, books and documents related to this Agreement available to authorized
Client personnel or its designees, at reasonable times and within reasonable periods, for
inspection or auditing purposes or to substantiate the provisions of services under this
Agreement. This provision shall survive the termination of this Agreement.
5. Independent Contractor
5.1. It is mutually understood and agreed that Consultant and its employees at
all times shall be acting as independent contractors and shall not be deemed employees
of Client and that this Agreement shall not be construed as creating a partnership or joint
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venture between Consultant and Client.
5.2. Before providing any consultant services to Client, Consultant shall enter
into agreements with its employees and independent contractors by which Consultant's
employees and independent contractors acknowledge that they are employees or
independent contractors solely of Consultant and not Client and as such Consultant shall
bear full responsibility for performing all duties and making all payments to and for the
benefit of such employees and independent contractors, including, without limitation,
withholding taxes and the provision of Workers' Compensation insurance.
6. Insurance
6.1. During the term of this Agreement, Consultant shall, at its sole cost and
expense, procure and maintain such policies of comprehensive general liability,
professional liability, and workers compensation insurance to insure it and its employees
against liability for damages directly or indirectly related to the performance or non-
performance of any services provided hereunder, and the use of any Client property and
facilities provided by Client in connection with this Agreement. Proof of such coverages
shall be provided by Consultant to Client upon Consultant's receipt of written notice
requesting such information.
7. Miscellaneous Provisions
7.1. All meetings and conferences, the provision of all required information to
Consultant by Client, and the interface of Client's and Consultant's personnel, shall take
place as specified in the SOW. Services performed at any of Client's facilities by
Consultant shall be performed in accordance with all applicable Client policies, rules and
regulations, as specified in the SOW.
7.2. Nothing contained in this Agreement shall be construed to permit
assignment by either party of any right or obligation under this Agreement without the
other party's written consent and such assignment is expressly prohibited and will be void.
7.3. All notices required to be served hereunder shall be in writing, postage
prepaid, addressed to the Party to whom service is to be given, as hereinafter provided,
and shall be served upon the other either personally, by certified mail, or email address
designated in the SOW for notices with return receipt requested. Service by certified mail,
return receipt requested, shall be conclusively deemed made seventy-two (72) hours after
deposit thereof in the United States mail as shown on the addressee's certificate or
registry receipt.
7.4. Client and Consultant shall abide by all federal and state laws, regulations,
rules and ordinances relating to the subject matter hereof.
7.5. Consultant shall not discriminate against any person because of race,
creed, color, national origin, religion, gender, veteran status, or handicap or as otherwise
4
may be prohibited by law.
7.6. No provision of this Agreement may be waived, changed, amended,
modified, or the termination or discharge thereof agreed to except by the mutual written
agreement of Client and Consultant.
7.7. This Agreement and the Exhibits hereto constitute and are intended to
constitute the final, entire, complete and exclusive agreement between the Parties hereto
pertaining to the subject matter hereof. This Agreement and the Exhibits hereto expressly
supersede any and all prior written and oral agreements and understandings between the
Parties hereto with respect to the subject matter hereof.
7.8. Consultant agrees to respect and maintain the confidentiality of all medical
information and any patient information which it may receive pursuant to the Agreement.
Consultant agrees that any such information received shall not be disclosed to any third
party without the written authorization of the patient and Client except as otherwise
required by law. Further, the Parties understand and agree that this Agreement may be
subject to the Health Insurance Portability and Accountability Act of 1996 and the Privacy
and Security Regulations, 45 C.F.R. Parts 160, 162 and 164 issued under said Act
("HIPAA"). The Parties agree to strictly comply with HIPAA and to execute any documents
that may be required by HIPAA. Failure of Consultant to execute any documents including
Client's Business Associate Agreement concerning compliance with HIPAA and/or any
other applicable state or federal confidentiality laws, rules, regulations or administrative
guidance when requested by Client shall be a material breach of this Agreement and will,
at the option of Client, permit Client to immediately terminate this Agreement. Client will
determine, in its sole discretion, whether the execution of such documents is necessary
to comply with applicable law.
7.9. Consultant represents and warrants that all services provided comply with
applicable laws. Consultant represents and warrants to Client that (a) Consultant is not
excluded from any federal health care program, as defined under42 USC Section 1320a-
7b(f), for the provision of items or services for which payment may be made under a
federal health care program; (b) no basis for exclusion from any health care program
exists; (c) Consultant has not arranged or contracted (by employment or otherwise) with
any employee, contractor, or agent that Consultant knows or should know are excluded
from participation in any federal health care program; and (d) no final adverse action, as
such term is defined under 42 USC Section 1320a-7e(g), has occurred or is pending or
threatened against Consultant or to Consultant's knowledge against any employee,
contractor or agent engaged to provide items or services under this Agreement
(collectively "Exclusions/Adverse Actions"). Consultant, during the term of the Agreement,
shall notify Client of any Exclusions/Adverse Actions or any basis thereof within fifteen
(15) days of its learning of any such Exclusions/Adverse Actions or any basis thereof.
7.10. In accordance with the Deficit Reduction Act of 2005, (Pub. Law No. 109-
171), Client has adopted written policies and procedures on the False Claims Act, whistle -
blower provisions and the detection and prevention of fraud. Consultant represents and
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7,10. In accordance with the Deficit Reduction Act of 2005, (Pub. Law No. 109-
171), Client has adopted written policies and procedures on the False Claims Act, whistle -
blower provisions and the detection and prevention of fraud. Consultant represents and
warrants that Consultant's, as well as Consultant's employees' and agents', business
activities with Client and its employees will be conducted in accordance with these
policies. Consultant agrees to review and make available to its employees and agents
who conduct business activities with Client and its employees the Client policy on the
False Claims Act and the Client Code of Conduct & Ethics which can be obtained from
Client's Compliance Department. Consultant acknowledges it has an affirmative duty to
report any suspected or known fraudulent activity to the Client Compliance Department.
7,11. To the fullest extent permitted by law, Consultant and its agents and
employees and independent contractors agree to indemnify, defend and hold harmless
Client, its officers, officials, departments, employees and agents from and against all
claims which arise or result and violation of the Consulting Contract including but not
limited to the negligence of Consultant and its agents and employees and independent
contractors. The Consultant and its agents and employees and independent contractor's
obligation to indemnify, defend and hold harmless the Client shall not be eliminated or
reduced by any actual or alleged concurrent negligence of the Client, its officers, officials,
department, employee and agents.
712, All cases, the language and all parts of this Agreement shall be construed
simply, according to their fair meaning and not strictly for or against either Party.
7,13. This Agreement shall be binding on and inure to ine benefit of the parties
q_
; F I
2 ereto and their respective successors and assigns,
7.14. In the event of a dispute between Consultant and Client, venue shall be in
Chelan County Superior Court and each party shall be responsible for its own fees ani
costs.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
to be executed by their respective duly authorized representatives.
CLIENT
yq
By:
N a rn e:
Title
Date:
By: VV4Ut&_)V VVUIXX-
Signer ID: CGSN9J9Y14...
Name: Matthew Miller
Title: Chief Growth Officer
Date: 04116/2025 PDT
1XI
Document ID: 1097ad24Oe11bld82edd6df48O81277dbd6f435bd5e52d5dda38e8a4OO9aa1 59
EXHIBIT A — Scope of Work
1. Consultant's engagement will be managed by the following Consultant
employee:
Mackenzie Barta
Business Development Manager
Mackenzie. Barta@,connectionshs.com
763.742.9127
1.1. The Consultant will complete the Sequential Intercept Model (SIM)
Mapping exercise for the North Central region (Chelan, Douglas, Grant, and
Okanogan Counties), focusing on Intercepts 2 through 5 and refreshing the initial
crisis system assessment completed in October 2023. Specific activities include:
1.1.1. Stakeholder Discussions: Prior to the in -person SIM Mapping
Workshop, the Consultant will conduct Stakeholder Discussions. In
preparation for these Discussions, the Consultant will work
collaboratively with the Client to identify the proper format, prioritize
key stakeholders and attendees, and schedule meetings. These
Stakeholder Discussions will take place in two parts:
Pre-SIM Workshop Calls: In preparation for the Workshop,
the Consultant will participate in qualitative research Calls
with community stakeholders to inform the SIM Mapping.
These Calls will take place in the weeks before the
Workshop, will be approximately 30-60 minutes in duration,
and should include representation from the following
stakeholder groups: 1) Sheriff's Office — Detention, 2)
Correctional/County Health Representatives, 3)
Prosecutors, Defense Attorneys, and Judges involved in
Pre -Trial Processes, 4) Prosecutors, Defense Attorneys,
and Judges involved in Specialty Courts, and 5) Probation
and Parole Officers. When possible, representatives from
multiple counties may join the same Call.
Pre-SIM Workshop Discussions: In the day before the SIM
Mapping Workshop, the Consultant will be available in
Wenatchee for Discussions in person and/or virtually with
key crisis system stakeholders to provide technical
assistance, as desired, and understand the current state of
the crisis system and any updates that have occurred from
October 2023 Stakeholder Visits. In advance of these
Discussions, the Consultant will field surveys from
interested stakeholders to better understand technical
assistance needs and crisis system updates for discussion.
1.1.2. SIM Mapping Workshop: Immediately following the Pre-SIM
Workshop Discussions, the Consultant will facilitate a one -day, in -
person SIM Mapping Workshop with an agreed -upon group of cross -
stakeholder attendees from the North Central region. During the
workshop, the Consultant will lead a collaborative discussion on
available resources, gaps in services, and opportunities to divert
individuals from: Intercept 2 (Initial Detention/Initial Court Hearings),
Intercept 3 (Jails and Courts), Intercept 4 (Re -Entry), and Intercept 5
(Community Corrections). The Consultant will develop Workshop
materials and resources in advance.
1.1.3. Final Report: Within 45 calendar days of the SIM Mapping Workshop,
the Consultant will provide a written Final Report summarizing key
findings from the SIM Mapping Workshop and refreshing previous
crisis system findings as an addendum to the initial Crisis System
Final Assessment Report produced in February 2024. The Report will
include a SIM Map of Intercepts 2 through 5 and detail the current
state, strength, challenges, and opportunities of the justice system,
as well as provide an update on the state of the behavioral health
crisis system. The Consultant will provide a virtual presentation of the
Final Report and collaborate with the Client to identify future goals
and next steps.
2. Client Shall:
2.1. Provide sufficient space and equipment for Consultant staff to conduct the
in -person SIM Mapping Workshop and Pre-SIM Workshop Discussions, including the
necessary physical location, rooms for breakout sessions, tables, chairs, Wi-Fi,
whiteboard, and audio-visual capabilities (visual display, projector, HDMI, etc.), and provide
lunch during the SIM Mapping Workshop for Consultant staff and cross -stakeholder
attendees.
3. Term of Agreement:
3.1. This Agreement will be effective as of April 14, 2025, and, unless sooner
terminated, will continue in full force and effect until August 29, 2025.
4. Invoicing and Fees:
4.1. Compensation: In consideration of Consultant's performance of the
Services required herein, Client shall pay to Consultant $50,000, inclusive of all expenses,
for approved Services (the "Rate").
4.2. Method of Payment: Client will pay the Rate in installments according
to milestones, as outlined below:
4.2.1 $25,000 upon execution of the agreement
4.2.2 $25,000 upon delivery of the Final Report
4.3. Invoices: Consultant agrees to submit invoices to:
Chelan County Board of Commission
Attn: Ron Cridlebaugh
400 Douglas St. Ste. 201
Wenatchee, WA 98801
4.4. Within thirty (30) days of receipt and approval of invoice, Client shall pay
Consultant the agreed upon fee. Client shall pay interest at the highest rate allowed by
law for late payments.
4.5. Payment shall be sent electronically to:
Account Number: 1895-81066-9
ABA/Routing Number: 121137522
SWIFT Code: MNBDUS33
Account Type: Comerica Bank Checking
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ATTEST.
Clerk of the o7oard/
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CHELAN COUNTY, WASHINGTON
BOARD OF C NTY COMMISSIONERS
Chair
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commissioner /Or
Commissioner
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Adopted: -----
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a e Johns CMC, Clerk of flhte Board
Prosecuting Attorney
Jon Nel-aVChaffi
y Ho*r, Comm-issioner
N ilok Timm,, Commissioner
11
Adopted:.,. 14 YL�
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ATTEST:
Clerk of tie, Qrd/
APPROVED AS TO FORM:
• ---------------- - oo" Igoe guting Attorney WA'A
DOUGLAS COUNTY, WASHINGTON
BOARD OF COUNTY COMMISSIONERS
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12
Adopted: Z 2
ATTEST:
74'Barbara J. Vasquez, CIVIC
Clerk of the Board
APPROVED AS TO FORM:
Prosecuting Attorney
GRANT COUNTY, WASHINGTON
BOARD OF COUNTY COMMISSIONERS
�iCGu.Scc�
Rob Jones, Chair
Cindy Carter, ice -Chair
Kevin Burg � Burgess, C Kmissioner
13