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HomeMy WebLinkAboutAgreements/Contracts - Sheriff & JailGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: Si12CIfFS Office DATE:8/1 1 /ZO25 REQUEST SUBMITTED BY:SII@1'Iff Kriete PHONE:5097502710 CONTACT PERSON ATTENDING ROUNDTABLE: EM Specialist Jessica Olsen CONFIDENTIAL INFORMATION: ❑YES ©NO N--d ---- ---- ------- - 7----------------- ---- -- ------- jwjg� F DOCUMENT$, SUBMITTED. -;- - HE KA C 4- � ... VA] -- ©Agreement / Contract ❑AP Vouchers -'-: - - --_- , I - '(P .- ❑Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑Computer Related ❑County Code ❑Emergency Purchase El Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU ❑Minutes ❑Ordinances El Out of State Travel El Petty Cash ❑ Policies ❑ Proclamations ❑ Request for Purchase ❑ Resolution ❑ Recommendation ❑ Professional Serv/Consultant ❑ Support Letter ❑ Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB - ---------- - - ---- -------- WU# wilum Professional Services Agreement for 1 st Watch Wellness. This is part of our wellness grant we have received from CJTC. If necessary, was this document reviewed by accounting? ❑ YES ❑ NO Fw-] N/A If necessary, was this document reviewed by legal? M YES ❑ NO ❑ N/A DATE OF ACTION: '�'� DEFERRED OR CONTINUED TO: APPROVE: DENIED ABSTAIN D2: D3: 4/23/24 WITHDRAWN: RECEIVED AUG 1 1 2025 GRANT COUNTY COMMISSIONERS K25-166 ist WV1, T C H Professional Services Agreement 1st Watch Wellness and Grant County Sheriff's Office This Professional Services Agreement (this "Agreement") is entered into by and between First Watch Wellness, LLQ d/b/a Is' Watch Wellness, a Utah limited liability company (hereafter *"Is' Watcli" or "Provider"), of 1481 East Pioneer Road, Draper, Utal-t 84020., and Grant County Sheriffs Office (hereafter " CSO" or "Recipient"), of 35 C Street NW, PO Box 37, Ephrata, Washington, 98823 (individually "Party" and collectively ""Parties,"), and shall be effective as of September 1, 2025 (the "Effective Date-'-'). Wherefore., the Parties warrant, covenant, and agree as follows: 1 PURPOSE 1. 1. Is' Watch shall provide mental -health services and wellness, resiliency, and peer support training to Clients as defined in this Agreement and subject to the terms and conditions contained herein. DEFINITIONS 2.1, Agreement 2.1-1. Agreement means this Agreement between ls' Watch and Recipient that authorizes Is' Watch to provide the Services to Clients pursuant to the terms and conditions set forth herein. 2.2. Chief or Director or Sheriff 2.2.1. Sheriff w-Lder this Agreement refers to Sheriff Joe Kriete, Grant County Sheriffs Office. 2.3. Clients 2.3.1. ' Clients under this Agreement meal -is all those eligible to receive Services, including the following: Employees (as deffi-ted in Section 2.6.1 below); Significant Others (as defined in Section 2.16.1 below); and Dependents (as defined in Section 2.4.1 below). 2 2.4. Dependents 2.4.1. Dependents tinder this Agreement means those persons twelve (12) years and older for whom Employees (as defined M' Section 2.6.1 below) are required by law to provide financial and other support as well as those persons twelve (1.2) years and older living with or recei* ing financial support from said Employees, v 2.5. Effective Date 2.5.1. Effective Date ineans September 1, 2025. 2.6. EMloyee(s) 2.6.1. Employee(s) means individualsemployed by CSO, whether full or part time. 2.7. Employer 2.7.1. Employer means Grant County Sheriff's Office. 2.8. 1 11 Watch Services 2.8.1. 111 Watch Services (or Services) means the professional services i "dei -itified in Section 3 of this Agreement. 2.9. Platform 2.9.1. Platform means the HIPAA-compliant video platform that connects Clients to Provider's Clinicians and allows Provider to deliver the Services provided for in this Agreement. 3 2.10. Points )- of Contact 2,10.1. Points of Contact means the GCSO employee (s) ideritiffie d below with whom Provider is authorized to communicate on all non -confidential., administrative matters related to this Agreement. The Point of Contact for GCSO is Jessica. R. Olsen. Jessica R. Olsen Emergency Management Specialist Grant County Sheriffs Office 35 C. Street NW, PO Box 37 rata, WA 98823 509-906-9100 irolsen@grantcountywa.gov 2.11. Provider 2.11.1. Provider means I-ql Watch. 2.12, Provider's Clinicians 2.12.1. Provider's Clinicians are the licensed dffiicians and subject -matter experts employed by Ili' Watch. Provider's Clinicians deliver the Services (see Section 3) provided for under flil*s Agreement, .L 2.13. Request 2.13.1. Request iLmder this Agreement means a request from a Client for 1st Watch Services (see Section 3) made pursuant to the terms and conca -0 a . a ti ons set forth in this Agreement. 4 2.14. jesponse. Time 2,14.1. Response Time under this Agreement means Provider"s contractual obligation to schedule a telehealth session within 24-Hours of k-f receiving at-i acute request from an Employee. . 0 a- 2,14.2. Provider is not in breach of the 24-Hour Response Time requirement it the following conditions exist or occur: 2.14.2.1. Employee requests a date and time for his or her session that falls outside the 24-Hour Response Time. In other words, the Employee does not identify the request as being acute and 4- volLmtarily selects an appointment outside the 24-Hour Response Time window; 2.14.2.2. Employee re -schedules a session that Provider originally scheduled within the 24-Hour Response Time; 2.14.23. A disruption of cellular and/or wireless service occuxs outside Provider's control that makes completion of the Session within the 24-Hour Response Time impossible; 2.14.2,4. Force Majeure: A "Force Majeure" event refers to any unforeseeable circumstance beyond the Provider's control that makes it impossible to complete the session within the required 24-Hour Response Time. Force Majettre events include but are not limited to: natural disasters such as floods, earthquakes, 5 hurricanes, or similar events; labor strikes or industrial disputes; acts of war., terrorism, or civil to-trest; pandemics; widespread or prolonged power outages; trade embargoes; or the enactment of new laws or regulations that prevent performance. 2.15. Session (Individual Session 2.15.1. Session means an individual therapy session between Provider's Clinicians and Client. 2.16. Significant Other 2.16.1. Significant Other -Lmder this Agreement means individuals boLmd to an Employee via traditional marriage, common law marriage, or other -recognized civil unions or where an Employee and another individual share a primary residence, financial obligations, and are jointly responsible for each other's common welfare. 2.17. Wellness Checkqp 2.17.1. A Wellness Checkup is the annual checkup between Provider and Employees conducted via the Platform. - Continue to Next Page - !G 3. Is' WATCH SERVICES 1-91 Watch Service Description of Service Welhiess Checkup The annual checkup between Provider and Employees. Individual Session An individual sixty (60) minute session between Provider and Client. Tram" inn Wellness, resilience, and peer support tram* ing for employees and peer support team. Post Critical Incident Support If requested, live (on -the -ground) support 4 4� folloWfiAg a cntical hacident. 4. Is' WATCH SERVICE RATES 4.1. Standard Service Rates 4.1.1. The following outlines the standard rates for 18t Watch Services: Service Wellness Checkup Rate $189.00 per checkup Individual Session $189.00 per session (up to 6 sessions per contract year), Any additional sessions will be billed to the Client's insurance. Training No charge Incident Support $189 per hour for on -site post-M'cident support. 4.2. Annual Prepayment Amount 421. No-twiffistanding the standard rates described in Section 4.1 above, Recipient agrees to remit a fixed annual prepayment of $30,000.0o for all services provided during the initial three-year term of this Agreement. 4.3. Payment Schedule 4.3.1. The annual prepayment shall be made at the begM'I_LM*g of each contract year,, as follows; 4.3.1.1. First Payment due on September 1,, 20254 4.3.1.2. Second payment due on September 1, 2026. 4.3,13. Third -payment due on September 1, 2027. A 4.4. Annual Payment Cap 4.4.1. Except as provided in Section 4.6 belowi the annual payment of $30,000.00 shall constitute a not -to -exceed amount for each contract year over the initial three-year term. 4.4.2. Provider shall continue delivering services throughout each contract year even if the value of services rendered exceeds $30,000.00, subject to the exception in Section 4.6. 4.5. Monthly Services Reporting 4.5.1. Provider shall furnish Recipient with a monthly report stunmarizing service usage, including the n-LLmber of completed Wellness Checkups and Individual Sessions during the preceding month. 4.6. Adjustment for Additional Funding 4,6.1. If monthly reports reflect service usage in excess of the $30,000.00 cap, and 'if Recipient sec-Lires additional funding through grants or third - party sources,, the Parties agree to increase the annual payment to align with actual usage. 4.6.2. If no such additional funds become available, the not -to -exceed cap in Section 4.4 shall remain in effect. 0 4-7. Reciprocal Adjustment Following Reduced Usage 4.7-1. If the annual payment is 'increased pursuant to Section 4.6.1, and usage data for the subsequent year reflects a material decrease in services rendered, the Parties agree to adjust the annual payment do-vmward to reflect actual usage. However, under no circumstances shall the adjusted amount be less than the $30,000.00 mMIMUM annual prepayment set forth in Section 4.2.1. 5. BILLTNG AND REPORTING PRACTICES 5.1. Provider Representations 5.1.1. Provider represents and warrants the following: 5.1.1.1. Provider shall submit the monthly service reports described in Section 4.5 to the designated Point of Contact identified in Section 2.10, 5.1.1.2. Provider shall not invoice, request payment from, or otherwise engage in billing activities with any individual or entity - 01 induding but not limited to Clients - except the designated Point of Contact, unless expressly directed in writing by the Point of Contact, 10 5.2. Conditions for Payment and Reporting: 5.2.1. All payments shall be made in U.S. Dollars in accordance with the payment terms set forth in Section 4 of this Agreement, 5.2.2. The monthly usage reports required under Section 4 shall include only the total number of services provided during the preceding month. These reports shall'not indude Client names or any personal, demographic, or other identifying information that could reasonably reveal which individuals utilized Provider-s services during the reporting period. This is ffitended to safeguard Client anonymity and protect individual privacy, 6. TERM 6.1. Effective Date and Term 6.1.1. This Agreement shall run from the Effective Date to August 31,2028. This Agreement may thereafter renew for an additional (3) year term (September 1, 2028, through August 31, 2031.) if both Parties agree to said renewal no later than sixty (60) days prior to the expiration of the original term. 11 6.2. Termi-nation for Cause (Material Breach) 6.2.1. Notwithstanding Section 6.1.1 above, either Party may declare a default immediately upon the occurrence of a material breach by the other Party. A material breach is one that substantially 'Impairs the contractual relationship of ffie Parties to provide the services pursuant to this Agreement, and includes, but is not limited to: -(a) Acts or omissions that jeopardize the health, safety, or sec-Lirity of a person; (b) Misuse of funds; (c) Intentional falsification of records; (d) Malfeasance by either Party's officers, agents, or employees; (e) Intentional refusal to comply with the provisions of the Agreement; and (f) A pattern of repeated non -material breadaes. 6.3. Termination Without Cause 6.3.1. Notwithstandh-ig Section 6.1,1 above, this Agreement may be terminated, for any reason whatsoever, by either Party provided that the terminating Party gives iiinety (90) days writ -ten notice as set forth in Section 6.4 below. Recipient shall be responsible for all payments and fees for services provided tmder this Agreement up to the day of termination. 11 terminated by the Recipient, Recipient shall not be liable for the costs of any services provided after the notice period. 12 6.4. Written Notice 6.4.1. Written Notice reqLtired under this Agreement shall be made by and to the following representatives and sent certified and registered U.S. Mail: For Provider For Recipient Barry C. Toone Director of Professional Relations ls' Watch Wellness Joe Kriete Sheriff Grant Cotmty Sheriff s Office 1481 E. Pioneer Road Draper, Utah 84020 35 C Street NW, PO Box 37 Ep -trata., Washington 98823 barry@lstwatchwellness.com jkriete@grantco-Lin.ywa.gov 602-908-9218 509-750-2710 6.5. Conditions Following Termination and Discharge 6.5.1. Upon notice of discharge, in order to protect the wellbeing of Clients, Provider agrees to cooperate With the Point of Contact in the timely transfer of Emplovees' records to a continuum -of -care provider & I designated- by the Point of Contact,, at no charge to Recipient. In no event shall records be turned over to anyone other than the designu designated continum-of-care provider, including, but not limited to, GCSO or the Point of Contact; and the timing of said tray-Lsfer from Provider to continuum -of -care provider shall not exceed ten (10) business days from the date of discharge. 13 7. PROVIDER WARRANTIES 7.1. Term Warmifies 7.1.1. During the term of this Agreement, 'including any renewal terms, Provider rep -resents and warrants the following: 7.1.1.1. Provider is licensed with the State of Utah, Department of Human Services, to provide Mental Health and Substance Abuse Outpatient Treatment (License Number OT — 61220); 7.1.1.2. Provider is accredited by The joint Commission (Number 7.1.1.3. Provider"s dm'icians are individually licensed to provide Services fia accordance with tl-ds Agreement in Washington and are in good standing with all licensing agencies and regulatory bodies having jurisdiction over same; 7.1.1.4. Provider warrants that all professional licenses germane to., and necessary to the performance of, this Agreement are active and in good standing, are not conditional or probationary, and are otherwise unencumbered by state licensh-tg boards or any other 16 regulatory bodies with jurisdictional claims over said licenses; 14 7.1.1.5. Provider and Provider's Gh-ticians and subject -matter experts have the education, knowledge, training, and experience to render the Services set forth in this Agreement; 7.1.1.6. Provider warrants that the clinicians providing the Services under this. Agreement have training and expertise in treating PTSD and other forms of trauma, experience ence working with first -responders and medical and frontline workers., and otherwise possess the qualifications, credentials, and subject -matter expertise to professionally and effectively deliver the Services provided for under this Agreement; 7.1.1.7. Provider shall deliver all Services under this Agreement in an ethical, I lawful, and professional manner and shall abide by all ethical standards and rules of professional conduct, including all laws, rules, and best practices pertaining to patient privacy and client confidentiality; 7.1.1-8. Provider shall treat and maintain as confidential and privileged all confidential information. S. PRIVACY SAFEGUARDS 8.1. Provider desires that all Clients in need of the Services provided for in this Agreement be able to receive said Services without sacrificing privacy or risking personal or professional repercussions. This is possible if, and only if, 15 anonymity is respected and the Parties strictly adhere to the privacy safeguards contained in Section S. Therefore, Provider warrants the following: 8.1.1. Provider will not share Client-s personal or confidential information with anyone, 'Including, but not limited to, any individual working for or in any way connected with, Grant County, Employer, or the Point of Contact; 8.1.2. Both Provider and the Point of Contact agree that any communication regarding Services provided, or to be provided, to Clients between them shall be strictly limited to communication that is clerical or administrative in nature; ix-iformation shared between Provider and the Point of Contact shall contain no names, personal information, or other means of identifying individuals and shall be limited to clerical information necessary to the performance of this Agreement such as the payment of invoices; 8.1.3. Pursuant to the terms of this Agreement, only Provider and Provider's Clinicians will IQ -Low the names of the Clients who use the Services provided for in this Agreement; and Provider will strictly safeguard the identity of said Clients and not share, communicate, or otherwise disclose confidential. *information to anyone, including, but not limited to, Grant Cotmty, Employer, or the Point of Contact; 8.1.4. The Point of Contact will not know the names of the Clients using the Services and has no ability or means to discover that information 16 short of asking Provider, and Provider shall be strictly prohibited from shara'Ag such information with the Point of Contact. 8.2. Notwithstanding this Section 8, Provider may share Client's confidential information if, and only if 6, 8.2.1. The Client first agrees, in writing, that his or her confidential information can be shared, with clear written instructions regarding: 8.2.1.1. The person and/or entity with whom the confidential *information can be shared; 8.2.1.2. The nature and scope of the confidential information to be shared; and, 8.2.1.3, Any other terms or conditions that the Client wishes to attach to the handling and disclosure of said confidential information, 8.2.2. If disclostire of confidential information is required under Washington's mandatory reporting laws or otherwise compelled by law such as through a valid subpoena for records to which there is no legal basis for objection. Provider may make such disclosure in compliance with applicable legal requirements, without being deemed in violation of Section 8 of this Agreement. 40 8.3. If the disclosure of Client's file is required for reasons identified in Section 8, and if a Grant Cotmty officer or employee, by rule or by virtue of assignment 17 or job description, has a fiduciary duty to protect Grant Cotmty's interests and/or is tasked with responding on behalf of Grant County to a subpoena or other valid legal request, the confidential 'Information contained in Client's file shall be sealed prior to providing same to Grant County"s agent; and Grant County's agent shall not be permitted access to the sealed documents unless access is required by law. 9. INSURANCE AND INDEMNIFICATION PROVISIONS 9.1, General Liability Insurance 9.1.1. Provider shall obtain, at Providers expense, and keep in. effect durh-ig the term of this Agreement, Commercial General Liability Insurance covering Bodily Injury and Property Damage on an "'occurrence"' form. This coverage shall include Contractual Liability insurc-mce for the indemnity provided under this Agreement and Product and Completed Operations if available. Such insurance shall be primary and non-contributory. Coverage shaU be a m`nimum of $2 000 000 per occurrence and $2,000,000 aggregate. 9.2. Professional Liability Insurance 9.2.1. Provider shall obtain I t at Provi der's expense, and keep in effect during the term of this Agreement Professional Liability Insurance covering any damages caused by an error, orm'ssion, or any negligent acts. Combined single limit per occurrence shall not be less than $2,000,000. Annual aggregate limit -shall not be less fan $2,000,000. 9.3. Indemnification 9.3.1. Provider hereby agrees to defend, indeimify, and hold harmless Recipient, including its departments, officials, and employees (collectively, the "Indenu-tiffied Party") against any and all loss, damage, liability, claims, demands, or costs arising from or resulting from any third party claim alleging (a) a breach of this Agreement or scope of work by Provider, its agents or employees (b) any negligence or willf-Lil misconduct by Provider, its agents, or employees in connection with the performance of obligations under this Agreement or scope of work or (c) that the Provider's materials violate the intellectual property rights of any third party, in each case except to the extent such losses arise out of or result from the Indenmified Party-'s (l) breach of this Agreement or scope of work, (1i} negligence or willf-til misconduct, or (iii) use of the Services or any Provider Materials in a manner not authorized or contemplated under this Agreement. Provider's acts and omissions are deemed to include those of s ibcontractors. This Section 9 will survive the termination or revocation of this Agreement, regardless of cause. 9.4. GCSO Obligation to Notify of Changes to Health Insurance Coverage 9.4.1. GCSO shall provide written notice to Is' Watch of any change 'in the health ix-tsurance provider for any employees covered under this Agreement. 9.4.2. Notice shall be provided (a) within 30 days of the commencement of substantive discussions by the Co -Linty or its departments regarding a W*j potential change, and -(b) no later than 90 days prior to the effective date of the d-iange, 9.4.3. This notice obligation is intended to give I,;' Watch sufficient time to determine whether it is in -network with the new provider or whether the provider offers out -of -network benefits. If not, 1st Watch may make reasonable efforts to join the provider's network in order to mh-il"mize any disruption to services. 10JINAL PROVISIONS 10.1. Applicabifity 10-1.1. This Agreement represents the entire agreement between the Parties and supersedes all previous drafts, proposals, discussions., understandings, or agreements, whether written or oral. In the event any conflict between a provision of this Agreement and any term, clause, or provision of any other arrangement, contract,, oral understanding, letter agreement, or letter of intent or understanding between 151 Watd-t and G, the Parties understand and agree that this Agreement shall control, 20 10.2. Third Party Beneficiaries 10.2.1. Nothing expressed or implied. in this Agreement is intended to confer any benefits, rights, remedies, obligations, or liabilities to any person or persons other than the Parties and their respective successors or assigns. 10.3. Notice 10.3.1. Unless expressly specified otherwise in this Agreement, all required notices -Lmder this Agreement shall be in writing and shall be delivered in person or by certified registered mail to the other Party at its principal place of business address or to such other address as it may notify the other Party in writing. A Party must notify the other Party of a change of address wiffi-iin ten (10) calendar days after it becomes effective. Any notice (e.g., consent, request, demand, instructions) so given shall be deemed to have been given if said notice was given or delivered pursuant to the terms of Section 6,4. 10.4. Choice of Law and Jurisdiction 10.4.1, The Parties agree to attempt to resolve aaiy disagreement between them through arm'cable negotiation or voluntary mediation. Nevertheless, if a dispute arises that the Parties cannot resolve 0 informally, this Agreement, its validity, construction, enforcement,, 21 and interpretation., shall be governed by, and shall be construed an enforced in accordance with, the laws of the State of Washington, and the Parties hereby agree to the exclusive Jurisdiction. of the courts in the State of Washington, 10.5. Section Headings 10.5.1. Headings are used for convenience only and shall not constitute a substantive part of this Agreement and shall not be given any evidentiary weight or value to decide a dispute or otherwise have any purpose or be given any substantive effect, 10.6. Survival 10.6.1, Any covenant, warrant or representation set forth M' this Agreement is understood to and shall survive the expiration of any term provided in this Agreement. If any portion of this Agreement is declared *MValid or tinenforceable, such provision will. be severed and all remah-Iffig provisions will continue in full force and effect. — Continue to Signature Page — 22 SIGNATURE PAGE Tlae below individuals affirm that they are authorized representatives of their parties with the power to bind the* parties to the terms of this Agreement. their FOR PROVIDER: By: By: /arry C. Toone Director of Professional Relations First Watch Welh-tess, LLC d/b/a 1st Watch Wellness a Utah limited liability company 1. Troy Long Manager Deer Hollow Holdings, LLC a Utah Ininited liability company Date: k�e Vl-, G�SDate: a'0?"'5 4 FOR RECIPIENT, =0 Joe Kriete Sheriff Grant Cowity Sheriff's Office Date: 23