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HomeMy WebLinkAboutAgreements/Contracts - Renew (002)GRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: Renew REQUEST SUBMITTED BY: LIIIZ@ Greenwalt CONTACT PERSON ATTENDING ROUNDTABLE:Dell AIICIefS011 CONFIDENTIAL INFORMATION: ❑YES ®NO onrE: $. 13.25 PHONE:X5470 RAgreement / Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑ Computer Related ❑ County Code ❑ Emergency Purchase ❑ Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU ❑ Minutes ❑ Ordinances ❑ Out of State Travel ❑ Petty Cash ❑ Policies ❑ Proclamations ❑ Request for Purchase ❑ Resolution El Recommendation El Professional Serv/Consultant ❑Support Letter ❑Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB &-If= *3 1 UU101 N !j 19 La 101 �1=44 9 1 IN - ELI Request for Dell Anderson to DocuSign the Partner Agreement between North Central Accountable Community of Health dba Thriving Together NCW and Grant County dba Renew for Recovery Coach Program. Effective Jan 1 - Dec 31, 2025. Compensation $201,761. FISCAL / BUDGET IMPACT: Please contact accountinal to complete a Financial Reggest Form to submission. If necessary, was this document reviewed by accounting? El YES ❑ NO 0 N/A If necessary, was this document reviewed by legal? R YES ❑ NO ❑ N/A V1 cc P w DATE OF ACTION:DEFERRED OR CONTINUED TO: APPROVE: DENIED D1:e D2: D3: ABSTAIN 4/23/24 WITHDRAWN: RECEIVED AUG 14 2025 GRANT COUNTY COMMISSIONERS Docusign Envelope ID: OBF51 DFO-DE33-4235-A78A-8CE19E32D191 Partner Agreement The Parties and Purpose This Partner Agreement ("Agreement") ismade and entered into by and between North Central Accountable Community of Health DBA Thriving Together NCW (herein referred to as "the Agency" or "Thriving Together NCW") and Renew (herein referred to as "the Partner Organization.") Together, the Agency and the Partner Organization are referred to as the "parties." The mission of Thriving Together NCW is to advance health and wellbeing in North Central Washington by unifying partners, supporting collaboration, and enabling systems change. Thriving Together NCW is committed to supportingthe work of the Partner Organization to advance our mutual goals. This Agreement outlines expectations, including responsibilities and other terms, to ensure a successful partnership and positive impact. 2. Effective Date and Term This Agreement shall become effective as of January 1, 2025, and shall remain in full force and effect through December 31, 2025. This Agreement may be extended bywritten agreement by both parties. 3. Termination Either party reserves the right to terminate thisAgreementatanytime, with orwithout cause, upon thirty(30) dayswritten noticetothe other party. Anysuch notice shall begiven to the address specified in this Agreement. In the event that this Agreement is terminated for any reason, a final payment shall be made to the Partner Organization only for budgeted expenditures incurred as of the date of termination. No additional payments shall be due. 4. Duties and Responsibilities For the term of this Agreement, the Partner Organization shall complete the activities identified in the Scope of Work, attached hereto as Exhibit A and incorporated herein by this reference. The Scope of Work shall include but is not limited to completion of project milestones and submission of required deliverables according to the schedule and costs as outlined. The Partner Organization also agrees to submit a Progress Report (a template will be provided) on a quarterly basis (or as scheduled in the Scope of Work). The Progress Reportwill include a brief description of activities, achievements, challenges and lessons learned for that period, as well as relevant performance and impact data and photo -documentation, as possible. The Progress Reportwill also include financial reporting of actual expenditures for that period and cumulative total, accordingto the approved Budget line items. Docusign Envelope ID: OBF51 DFO-DE33-4235-A78A-8CE19E32D191 Contract Agreement Page 2 of 9 5. Compensation and Payment Terms A. Compensation. Inconsideration of work performed under this Agreement, the Agency shall pay the Partner Organization an amount not to exceed $201,761. B. Payment. Payments shall be issued according to the schedule detailed in the project Budget and upon submission and receipt of the Progress Report, required deliverables, and/or associated check -in meetings, according to the schedule outlined in the Scope of Work detailed on Exhibit A. Payment amounts may be adjusted by Agency in its sole discretion if there is a significant cumulative variance (±15%) of actual to budgeted expenditures. Payments will be made by the Agencywithin 30 days of deliverables receiptvia electronic funds transfer (EFT), as possible, or other form agreed to by the parties. C. Project Costs. All project costs will be included in the agreed upon Scope of Work and Budget detailed in Exhibit A. Project costs shall only be allowable if necessaryto carry out the purposes and activities of the services and may not exceed the maximum compensation as provided in this Agreement. D. Additional Expenses. If the parties agree by mutual consent that additional expenses such as travel that are not included in the original scope and budget are incurred for reimbursement, the Partner Organization shall obtain advance written approval from the Agency and shall submit an itemized statement of expenses, accompanied by receipts for documentation, submitted as a single invoice, including: • Airfare (coach class only) and checked baggage fees • Car rental and fuel costs OR mileage (for personalvehicle use) at the federal rate • Lodging (hotel or other accommodation) • Meals (excluding alcohol) • Taxis or other travel expenses, as agreed Unless otherwise specified within this Agreement, any and all expenses incurred by the Partner Organization are the responsibility of the Partner Organization. E. Taxes. The Partner Organization shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 6. Confidentiality and Nondisclosure A. Disclosure ofConfidentialInformation. From time to time, the Agency may disclose Confidential Information to the Partner Organization. The Partner Organization will: (a) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively "Representatives") who have a need to know such Confidential Information in connection with the current or contemplated Services to which this Docusign Envelope ID: OBF51 DFO-DE33-4235-A78A-8CE19E32D191 Contract Agreement Page 3 of 9 Agreement relates, and only for that purpose; (b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement, require such Representatives to be bound by written confidentiality restrictions no less stringent than those contained herein, and assume full liability for acts or omissions by its Representatives that are inconsistent with its obligations under this Agreement; (c) keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein). B. Use of Confidential Information. The Partner Organization agrees to use the Confidential Information solely in connection with the performance of the Services and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Agency. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Partner Organization hereunder. Title to the Confidential Information will remain solely in the Agency. All use of Confidential Information bythe Partner Organization shall be for the benefit of the Agency and any modifications and improvements thereof by the Partner Organization shall be the sole property of the Agency. C. Compelled Disclosure of Confidential Information. Notwithstanding anything in the foregoing to the contrary, the Partner Organization may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, statute, subpoena, discovery request, regulatory request or similar method, provided that the Partner Organization promptly notifies, to the extent practicable, the Agency in writing of such demand for disclosure so that the Agency, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided that the Partner Organization will disclose onlythat portion of the requested Confidential Information that, in the written opinion of its legal counsel, it is required to disclose. The Partner Organization agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Agencywith respect to any such request for a protective order or other relief. D. Survival of Duty. Partner Organization's dutyto hold in confidence the Confidential Information thatwas disclosed duringterm of this Agreement shall remain in effect for seven (7) years from the expiration or termination of this Agreement. E. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" means any data or information that is proprietary to the Agency and not generally known to the public, whether in tangible or intangible form, in whatever medium provided, whether unmodified or modified by the Partner Organization or its Representatives (as defined herein), whenever and however disclosed, including, but not limited to: (a) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (b) Docusign Envelope ID: OBF51 DFO-DE33-4235-A78A-8CE19E32D191 Contract Agreement Page 4 of 9 plans for products or services, and customer or supplier lists; (c) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (d) any concepts, reports, data, know-how, works -in -progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; (e) any other information that should reasonably be recognized as confidential information of the Agency; (f) any information disclosed to the Partner Organization by the Agency's legal counsel; and (g) any information generated by the Partner Organization or by its Representatives that contains, reflects, or is derived from any of the foregoing. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The Partner Organization acknowledges that the Confidential Information is proprietary to the Agency and has been developed and obtained through great efforts by the Agency. 7. Records Retention The Partner Organization shall keep all records related to this Agreement for a minimum period of six (6) years following completion of the Scope of Work, or as otherwise required by the applicable laws and regulations. The Partner Organization shall permit any authorized representative of the Agency, and any person authorized by the Agency for audit purposes, to inspect such records at all reasonable times during regular business hours of the Partner Organization. Upon request, the Partner Organization will provide the Agencywith reproducible copies of any such records. The copies will be provided without cost if required to substantiate any billing of the Partner Organization, but the Partner Organization may charge the Agencyfor copies requested for any other purpose. 8. Debarment The Partner Organization represents and warrants that it is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded in any Washington State or Federal department or agencyfrom participating in transactions (debarred). The Partner Organization must immediately notify the Agency if, duringthe term of this Agreement, the Partner Organization becomes debarred. 9. Independent Entities This Agreement creates no relationship other than as expressly provided herein. There is no partnership, joint venture or other joint or mutual enterprise or undertaking created hereby and neither party, or any of such party's representatives, agents or employees, will be deemed to be the representative or employee of the other party. Except as expressly provided herein or as otherwise specifically agreed in writing, neither partywill have authority to act on behalf of or bind the other party. Docusign Envelope ID: OBF51 DFO-DE33-4235-A78A-8CE19E32D191 Contract Agreement Page 5 of 9 10. Compliance With Laws The Partner Organization agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or become applicable within the terms of this Agreement to the Partner Organization's business, equipment, and personnel engaged in operations covered bythis Agreement or accruing out of the performance of such operations. 11. Insurance Partner Organization must provide insurance coverage as set out in this section for the term of this Agreement. A. Commercial General Liability Insurance Policy. Provide a Commercial General Liability Insurance Policy, including contractual liability, in adequate quantityto protect against legal liability arising out of contract activity but no less than $1 million per occurrence/$2 million general aggregate. Additionally, Partner Organization is responsible for ensuring that any subcontractor provide adequate insurance coverage for the activities arising out of subcontracts. B. Business Automobile Liability. In the event that services delivered pursuant to this Agreement involve the use of vehicles, either owned, hired, or non -owned bythe Partner Organization, automobile liability insurance is required coveringthe risks of bodily injury (including death) and property damage, including coverage for contractual liability. The minimum limit for automobile liability is $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage. C. Professional Liability Errors and Omissions. Provide a policywith coverage of not less than $1 million per claim/$2 million general aggregate. D. Industrial Insurance Coverage. Prior to performingwork under this Agreement, Partner Organization must provide or purchase industrial insurance coverage for the Partner Organization's employees, as may be required of an "employer" as defined in Title 51 RCW and must maintain full compliance with Title 51 RCW during the course of this Agreement. E. Authorized Carrier. The insurance required must be issued by an insurance company/ies authorized to do business within the state of Washington, and must name Agency, their agents and employees as additional insureds under any Commercial General and/or Business Automobile Liability policy/ies. All policies must be primary to any other valid and collectable insurance. In the event of cancellation, non -renewal, revocation or other termination of any insurance coverage required by this Agreement, Partner Organization must provide written notice of such to Agencywithin one (1) Business Day of Partner Organization's receipt of such notice. Failure to buy and maintain the required insurance may, at Agency's sole option, result in this Agreement's termination. Docusign Envelope ID: OBF51 DFO-DE33-4235-A78A-8CE19E32D191 Contract Agreement Page 6 of 9 F. Insurance Certificate. Upon request, Partner Organization must sub m it to Agency a certificate of insurance that outlines the coverage and limits defined in the Insurance section. If a certificate of insurance is requested, Partner Organization must submit renewal certificates as appropriate during the term of the Agreement. 12. Ownership and Use of Work Product Any and all documents, reports, content, data, and otherwork product produced or created by the Partner Organization under this Agreement is the property of the Partner and the Agency. The Agency shall have the complete right to use and re -use such work product in any manner deemed appropriate bytheAgency, provided, that use on any project other than that for which the work product is prepared shall be at the Agency's risk unless such use is agreed to by the Partner Organization. 13. Non- Discrimination The Partner Organization agrees not to discriminate against any customer, employee or applicant for employment, subcontractor, supplier or materialman, because of race, color, creed, religion, national origin, marital status, sex, gender, sexual orientation, age or handicap, except for a bona fide occupational qualification. The Partner Organization understands that if it violates this provision, this Agreement may be immediately terminated bythe Agency, where such termination shall be deemed "for cause," and that the Partner Organization may be barred from performing any services for the Agency now or in the future 14. Conflict of Interest The Partner Organization shall complywith all applicable conflict of interest laws, including but not limited to Chapter 42.23 RCW, which governs the conduct of municipal officers and entities contracting with municipalities. The Partner Organization agrees that this Agreement shall not create, and shall be performed in a manner that avoids, any actual conflict of interest. A conflict of interest may arise when the Partner Organization, their employees, directors, or agents, have financial or other outside interests that might bias or improperly influence professional actions, decisions, or obligations under this Agreement. 15. Indemnification A. The Partner Organization shall defend, indemnify and hold the Agency, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits, including attorney's fees, arising out of or resulting from the acts, errors or omissions of the Partner Organization in performance of this Agreement, except for injuries and damages caused by the sole negligence of the Agency. B. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Partner Organization and the Agency, its officers, officials, employees orvolunteers, Docusign Envelope ID: OBF51 DFO-DE33-4235-A78A-8CE19E32D191 Contract Agreement Page 7 of 9 the Partner Organization's liability hereunder shall be only to the extent of the Partner Organization's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Partner Organization's waiver ofimmunity underTitle51 RCW,solelyfor the purposes of this indemnification. This waiver has been mutually negotiated by the parties. C. The provisions of this section shall survive the expiration or termination of this Agreement. 16. Dispute Resolution The parties will use their best, good faith efforts to cooperatively resolve disputes and problems that arise in connection with this agreement. The parties will attempt to resolve their dispute first through an informal dispute resolution process. One partywill send a notice to the other party containing a detailed description of the issue under dispute, the good faith basis for the dispute, and a proposed resolution. Within fifteen (15) days of receivingthe notice, the disputing parties will meet at a mutually agreeable location orwill hold a conference call to attempt to resolve the dispute. Both parties will continue without delay to carry out their respective responsibilities under this agreementwhile attemptingto resolve any dispute. If any dispute arises between the parties under any of the provisions of this agreement which cannot be resolved by mutual agreement, in a reasonable amount of time, jurisdiction of any resulting litigation shall be filed in Grant County Superior Court, Grant County, Washington. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. The prevailing party in any such litigation shall be entitled to recover its costs, including reasonable attorney's fees, in addition to any other award. 17. Conformance and Severability If any provision of this Agreement violates any statute or rule of law of the State of Washington, it is considered modified to conform to that statute or rule of law. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall be valid and binding upon the parties. One or more waivers by either party of any provision, term or condition shall not be construed by the other party as a waiver of any subsequent breach of the same provision, term or condition. 18. Entire Agreement This Agreement represents all the terms and conditions agreed upon by the parties. No other understandings or representations, oral or otherwise, regarding the subject matter of this contract shall be deemed to exist or to bind any of the parties hereto. This Agreement may be modified, amended, or added to, only bywritten instrument properly signed by both parties hereto. This Agreement shall be interpreted and construed as if equally drafted by all parties hereto. Docusign Envelope ID: OBF51 DFO-DE33-4235-A78A-8CE19E32D191 Contract Agreement Page 8 of 9 19. Binding Nature and No Assignment This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that no party may assign or transfer its rights or obligations under this Agreement without the priorwritten consent of the other parties hereto. 20. Authority and Notice This Agreement is executed bythe persons signing below, who warrant that they have the authorityto execute it. All notices required to be given by either party to the other under this Agreement shall be in writing and shall be given in person or by mail to the addresses set forth below. Notice by mail shall be deemed given three (3) business days after the same is deposited in the United States mail, postage prepaid, addressed as provided in this paragraph. EDocuSigned by: ell 4. Ae-i&.. NFp1 gg QZF34C1 Dell Anderson, Executive Director Renew 840 E Plum St, Moses Lake, WA. 98837 (509) 765-9239 —Signed by: jdat 5t6fIVAPLA& 8/25/2025 Date 8/14/2025 John Schapman, Executive Director Date North Central Accountable Community of Health DBA Thriving Together NCW 801 Eastmont Ave. Ste C, East Wenatchee, WA 98802 (509) 293-8596 john@thrivingncw.org Docusign Envelope ID: OBF51 DFO-DE33-4235-A78A-8CE19E32D191 Contract Agreement Page 9 of 9 Exhibit A. Scope of Work & Budget Purpose/Goal The purpose of this work is to pilot the Emergency.Department.Recovery.Coach.Program2which connects individuals identified by Samaritan's Emergency Department as having overdosed on opioids or presented with an illness or injury due to an alcohol and/or substance use disorder voluntarilywith a Recovery Coach who provides community support and assistance on their path to recovery. Program/Project Description The intent of this program is to provide 2.0 FTEs of recovery coaching services, recovery education and links to detox, treatment and recovery community supports for the patients identified by Samaritan, byworking in conjunction with the Samaritan Emergency Department. Milestones and metrics Renew will continue to collect data and success stories to show the value and impact of this work and share with Thriving Together. Renewwill submit quarterly progress and financial reports (template will be provided) and participate in quarterly check -in meetings with Thriving Together. Project Budget Salary and Benefits for 2.0 FTE of Recovery Coaching for 1 year $183,419 Administrative Fee (supplies and any additional administrative costs of managing staff) for 2.0 FTE Recovery Coaching $18,342 TOTAL $201,761 Payment Schedule Payments will be issued quarterly in equal amounts of $50,440.25 within 60 days after successful completion of each quarter of work, the receipt and approval of quarterly progress/financial reports, and quarterly check -in meetings. Written reports should be submitted prior to check -in meetings.