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HomeMy WebLinkAbout1 - Original Submission_ 2021 KMHS DCR signed by Mayor and J. Rozak This Professional Services Contract ("Contract") is between Bremerton Police Department, a Department of the City of Bremerton (“City”), Washington, and Kitsap Mental Health Services, a Washington Public Corporation having its principal offices at 5455 Almira Drive NE, Bremerton, Washington ("Contractor"). In consideration of the terms and conditions of this Contract, the parties agree as follows: SECTION 1. TERM AND EFFECTIVE DATE 1.1 The Contract will become effective March 1, 2021 and terminate on December 31, 2021, unless terminated or extended. SECTION 2. SERVICES 2.1 Scope of Work. The Contractor shall provide all "Services" identified in Attachment A: (Scope of Work), which is incorporated herein by reference and guided by a mutually agreed upon memorandum of understanding. The Contractor shall provide its own equipment, labor, and materials. 2.2 Contract. "Contract" means this Contract and any exhibits, amendments, and solicitation documents accepted by the Bremerton Police Department/City of Bremerton, and Attachments A (Scope of Work), B (Compensation), Attachment C (Memorandum of Understanding — Mental Health Field Response Team Program). All such documents are incorporated herein in full by this reference. 2.3 Personnel. Contractor shall have and maintain complete responsibility for its Personnel. "Personnel" means Contractor and Contractor's employees, subcontractors, volunteers, interns, agents, and any other person utilized by the Contractor directly or indirectly or through third parties to perform any Services under the Contract. Contractor shall promptly remove any Personnel performing Services on request from the City Representative. 2.4 Standards. Contractor warrants that i) Contractor has the qualifications, knowledge, experience, skills, and resources necessary to provide all Services; ii) all Services shall be provided by Personnel experienced in their respective fields and in a manner consistent with the standards of care, skill, diligence, and knowledge commonly possessed and exercised by experienced professionals in the same discipline in the same or similar circumstances; and iii) all Services shall be performed to the City’s reasonable satisfaction and according to the schedule agreed to by the parties. 2.5 Communication. Contractor shall keep the City informed of the progress of the Services in the manner, method, and intervals requested by the City. DocuSign Envelope ID: EA71FC43-5751-4CB7-B055-52FFCB03C440 2 | P a g e SECTION 3. COMPENSATION AND PAYMENT 3.1 Compensation. The maximum amount of compensation paid under the Contract by the City shall not exceed $75,706.00. A description of the compensation is provided in Attachment B: Compensation, which is incorporated herein by reference. 3.2 Invoice. The Contractor will submit one invoice to the City per month for payment of Services completed to date, unless otherwise provided herein. Each invoice shall identify the Services performed, dates performed, and any other information requested by the City. 3.3 Payment. The City will make reasonable efforts to pay the Contractor within 30 days from the date the City receives a complete and correct invoice, unless otherwise provided herein. All funds disbursed to the Contractor will be processed by Direct Deposit via Automated Clearing House (ACH), unless otherwise agreed to by the parties. 3.4 Insurance/W-9 Compliance. All payments are expressly conditioned upon the Contractor's compliance with all insurance requirements and submission of a current IRS W-9 form to the City. Payments may be suspended in full in the event of noncompliance. Upon full compliance, payments will be released to Contractor unless otherwise provided herein. 3.5 Restrictions. The Contractor will only be entitled to receive payment for Services expressly authorized in the Contract and received during the Contract term and accepted by the City. Contractor acknowledges oral requests and approvals of additional services or additional compensation are prohibited and unenforceable. Advance payments are not authorized. SECTION 4. TERMINATION 4.1 For Convenience. The City may terminate the Contract, in whole or in part, without penalty, for any reason or no reason, with ten days prior notice to the Contractor. 4.2 For Funding issues. If any funding for Services is not available, withdrawn, reduced, or limited in any way, or if additional or modified conditions are placed on the funding after the Contract becomes effective, the City may: (1) accept a decreased price offered by Contractor; (2) terminate the Contract; or (3) terminate the Contract and re-solicit the requirements. 4.3 Termination for Default. The City may immediately terminate the Contract, in whole or part, due to the failure of the Contractor to comply with any Contract term or condition, or to make satisfactory progress in performing the Contract, subject to the provisions of 1 1.1 or if the City determines the Contractor has been debarred, suspended, or otherwise DocuSign Envelope ID: EA71FC43-5751-4CB7-B055-52FFCB03C440 3 | P a g e lawfully prohibited from participating in any public procurement activity. Contracto r shall immediately notify the City if the Contractor becomes suspended or debarred. 4.4 Procedures. Upon receipt of notice of termination, the Contractor shall stop all Services as directed in the notice, notify Personnel of the termination date, and min imize further costs. All goods, materials, documents, data, and reports prepared by the Contractor under the Contract shall become the property of, and delivered to, the City on demand. A final payment will be made to the Contractor only for Services performed and accepted by the City through the effective date of termination. No costs incurred after the effective date of the termination will be paid. SECTION 5. INDEMNIFICATION 5.1 To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City and its elected and appointed officials, officers, employees, and agents (collectively "Indemnitees") from and against all Claims resulting from or arising out of the performance of the Contract, whether such Claims arise from the acts, errors, or omissions of Contractor, its Personnel, third parties, or City of Bremerton, or anyone directly or indirectly employed by any of them or anyone for whose acts, errors, or omissions any of them may be liable. It is the specific intent of the parties that the Indemnitees shall, in all instances, except Claims arising from the sole negligence or willful misconduct of the Indemnitees, be indemnified by Contractor from and against any and all Claims. 5.2 With regard to any Claim against any Indemnitee by any of Contractor's Personnel, or anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, Contractor's indemnification obligation shall not be limited in any way by a limitation on the amount or type of damages, compensation, or benefits payable by or for the Contractor or Contractor's Personnel under workers compensation acts, disability benefit acts, or other employee benefit acts. Solely for the purposes of this indemnification provision, Contractor expressly waives its immunity under Title 51 RCW (Industrial Insurance) and acknowledges this waiver was mutually negotiated by the parties. 5.3 Architectural. Landscape Architectural. Engineering. or Land Surveying Services . Should a court of competent jurisdiction determine the Contract is subject to RCW 4.24.1 15, 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 Contractor and the City, its officers, officials, employees, and agents, the Contractor's liability hereunder, including the duty and cost to defend, will be only to the extent of the Contractor's negligence. 5.4 Claim. "Claim" means all losses, claims, suits, actions, liabilities, damages, demands, judgments, settlements, expenses, fines, or other liabilities of any kind or nature DocuSign Envelope ID: EA71FC43-5751-4CB7-B055-52FFCB03C440 4 | P a g e whatsoever, including without limitation, all costs including costs of Claim processing, investigation, reasonable attorneys' fees, consequential damages, and punitive damages, for any personal or bodily injury, sickness, disease, disability, or death, or loss or damage to tangible or intangible business or property, including the loss of use. Claim includes any infringement of copyright, patent, trademark, or other proprietary rights of any third parties arising out of Contract performance or use by the City of materials furnished or work performed under the Contract. 5.5 Obligations / Notice of Claim. The City will provide the Contractor notice of the assertion of liability by a third party that may give rise to a Claim by City against the Contractor based on the indemnity contained herein. Contractor shall respond to the City's tender of defense of a claim in writing within 14 calendar days from the notice date and will advise the City if Contractor accepts or denies tender of the claim. The City may in its discretion withhold all or part of any payment due Contractor under the Contract until Contractor responds to such notice. Contractor shall keep the City timely and fully informed through at all stages of the defense and promptly respond to and comply with City's requests for information. The City at all times reserves the right but has no obligation to participate in the defense and settlement of any Claim. Such participation shall not constitute a waiver of Contractor's indemnity and defense obligations under the Contract. Contractor shall not settle or compromise any Claim in any manner that imposes any obligations upon the City without the prior written consent of the City. Contractor shall promptly advise the City of any occurrence or information known to the Contractor that could reasonably result in a Claim against the City. The violation of any provisions of this Section, including improper refusal to accept tender, is a material breach. SECTION 6. INSURANCE 6.1 Minimum Insurance Required. Contractor and its subcontractors, if any, shall procure and maintain, until all of Contract obligations have been fully discharged, including any warranty period, all insurance required in this Section with an insurance company duly licensed in Washington State with an A.M. Best Company ratings of not less than A -VIII and a category rating of not less than "8", with policies and forms satisfactory to the City. Use of alternative insurers requires prior written approval from the City. Coverage limits shall be at minimum the limits identified in this Section, or the limits available under the policies maintained by Contractor without regard to the Contract, whichever is greater. 6.2 Professional Liability. Not less than $1 per claim and $2,000,000 annual aggregate. Coverage will apply to liability for professional error, act or omission arising out of or in connection with Contractor's Services under the Contract. The coverage shall not exclude bodily injury, property damage or hazards related to the work rendered as part of the Contract or within the scope of the Contractor's services under the Contract, including testing, monitoring, measuring operations or laboratory analysis where such Services are rendered under the Contract. DocuSign Envelope ID: EA71FC43-5751-4CB7-B055-52FFCB03C440 5 | P a g e 6.3 Commercial General Liability ('ICGL"). Not less than $1,000,000 per occurrence and $2,000,000 annual aggregate. Coverage shall include personal injury, bodily injury, and property damage for premise-operations liability, products/completed operations, personal/advertising injury, contractual liability, independent contractor liability, and stop gap/employer's liability. Coverage shall not exclude or contain sub -limits less than the minimum limits required herein, without the prior written approval of the City. The certificate of insurance for the CGI- policy shall expressly cover the indemnification obligations required by the Contract. 6.4 Automobile Liability. Contractor shall maintain personal automobile insurance on all vehicles used for Contract purposes as required by law. Not less than $100,000 per occurrence and $300,000 annual aggregate. If a personal automobile liability policy is used to meet this requirement, it mus t include a business rider and cover each vehicle to be used in the performance of the Contract. If Contractor will use non-owned vehicles in performance of the Contact, the coverage shall include owned, hired, and non-owned automobiles. Not less than $1 per occurrence and $2,000,000 annual aggregate. Coverage shall include liability for any and all owned, hired, and non-owned vehicles. Coverage may be satisfied with an endorsement to the CGI- policy. 6.5 Umbrella or Excess Liability. Contactor may satisfy the minimum liability limits required for the CGL and Automobile Liability under an Umbrella or Excess Liability policy. There is no minimum per occurrence limit of liability under the Umbrella or Excess Liability; however, the annual aggregate limit shall not be less than the highest "Each Occurrence" limit for either CGI- or Automobile Liability. Contractor agrees to an endorsement naming the City as an additional insured as provided in this Section, unless the Umbrella or Excess Liability provides coverage on a "Follow-Form" basis. 6.6 Workers' Compensation and Employer Liability. If applicable, Contractor shall maintain workers' compensation insurance as required under the Title 51 RCVV (Industrial Insurance), for all Contractor's Personnel eligible for such coverage. If the Contract is for over $50,000, then the Contractor shall also maintain employer liability coverage with a limit of not less than $1,000. 6.7 Primary, Non-Contributory Insurance / Subcontractors. The Contractor's and its subcontractors' insurance policies and additional named insured endorsements will provide primary insurance coverage and be non-contributory. Any insurance or self- insurance programs maintained or participated in by the City will be excess and n ot contributory to such insurance policies. Alt Contractor's and its subcontractors' liability insurance policies must be endorsed to show as primary coverage. The Contractor shall include all subcontractors as insureds under its policies or shall furnish separate DocuSign Envelope ID: EA71FC43-5751-4CB7-B055-52FFCB03C440 6 | P a g e certificates and endorsements for each subcontractor. All subcontractors shall comply with all insurance and indemnification requirements herein. 6.8 Review of Policy Provisions. Upon request, Contractor shall provide a full and complete copy of all requested insurance policies to the City. The City reserves the right without limitation, but has no obligation to revise any insurance requirement, or to reject any insurance policies that fail to meet the requirements of the Contract. The City also h as the right, but no obligation to review and reject any proposed insurer providing coverage based upon the insurer's financial condition or licensing status in Washington. The City has the right to request and review the self -insurance retention limits and deductibles, and Contractor's most recent annual financial reports and audited financial statements, as conditions of approval. Failure to demand evidence of full compliance with the insurance requirements or failure to identify any insurance deficiency shall not relieve the Contractor from, nor be construed or deemed a waiver, of its obligation to maintain all the required insurance at all times as required herein. 6.9 Waiver of Subrogation. In consideration of the Contract award, Contractor agrees to waive all rights of subrogation against the City, its elected and appointed officials, officers, employees, and agents. This waiver does not apply to any policy that includes a condition that expressly prohibits waiver of subrogation by the insured or that voids coverage should the Contractor enter into a waiver of subrogation on a pre-loss basis. 6.10 Additional Insured Endorsement and Certificate of Insurance . All required insurance coverage, other than the workers' compensation and professional liability, shall name the City, it's elected and appointed officials, officers, employees, and agents, as additional insureds and be properly endorsed for the full available limits of coverage maintained by Contractor and its subcontractors. Endorsement is not required if Contractor is a self- insured government entity or insured through a government risk pool authorized by Washington State. The Certificate of Insurance and endorsement shall identify the Contract number and shall require not less than 30 days' prior notice of termination, cancellation, nonrenewal or reduction in coverage. At the time of execution, Contractor shall provide the Certificate of Insurance, endorsement, and all insurance notices to Risk Management, 345 Sixth Street, Bremerton, WA 98337. 6.11 General. The coverage limits identified herein are minimum requirements only and will not in any manner limit or qualify the liabilities or obligations of the Contractor under the Contract. All insurance policy deductibles and self -insured retentions for policies maintained under the Contract shall be paid by the Contractor. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected and appointed officials, officers, employees, or agents. Contractor's insurance shall apply separately to each insured against whom a claim is made, or suit is brought, subject to the limits of the insurer's liability. DocuSign Envelope ID: EA71FC43-5751-4CB7-B055-52FFCB03C440 7 | P a g e 6.12 Claims-Made. If Contractor's liability coverage is written as a claims-made policy, Contractor shall purchase an extended-reporting period or "tail" coverage for a minimum of three (3) years following completion of the performance or attempted performance of the provisions of this Contract. SECTION 7. NOTICE AND CONTRACT REPRESENTATIVES 7.1. Any notices, demands and other communications required by the Contract will be effective if personally served upon the other party or if mailed by registered or certified mail, postage prepaid, return receipt requested, to the other party's Contract Representative at the address below. Notice may also be given by facsimile with the original to follow by regular mail. Notice will be deemed to be given three days following the date of mailing, or immediately if personally served. For service by facsimile, service will be effective at the beginning of the next working day. Each party will designate a "Contract Representative", which may be changed by providing 15 days prior notice to the other party. City’s Contract Representative Name: James Burchett Title: Chief of Police Address : 1025 Burwell Street, Bremerton, WA 98337 Phone: 360-473-5974 Email: James.Burchett@ci.bremerton.wa.us Contractor's Contract Representative Name: Joe Roszak Title: Chief Operating Officer Address : 5455 Almira Dr. NE, Bremerton, WA 98311 Phone: 360-373-5422 Email: joer@kmhs.org SECTION 8. AMENDMENTS, SUBCONTRACTS, INDEPENDENT CONTRACTOR 8.1 Amendment. No amendment or modification to the Contract will be effective without the prior written consent of the authorized representatives of the parties. 8.2 Successors and Assigns. To the extent permitted by law, the Contract is binding on the parties' respective partners, successors, assigns, executors, and legal representatives. 8.3 Assignments. Except with the prior written consent of the other party, each party shall not assign or transfer, including by merger (whether that party is the surviving or disappearing entity), consolidation, dissolution, or operation of law any right, duty, DocuSign Envelope ID: EA71FC43-5751-4CB7-B055-52FFCB03C440 8 | P a g e obligation, or remedy under the Contract. Any purported assignment or transfer in violation of this section shall be void. 8.4 Subcontracts. Contractor shall provide the City a list of all subcontractors and the subcontractors' proposed responsibilities. "Subcontract" means any contract , express or implied, between the Contractor and another party or between a subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any material or service for the performance of the Contract. All subcontracts shall incorporate by reference the terms and conditions of this Contract. Contractor is solely responsible for the performance and payment of its subcontractors. 8.5 Independent Contractor. Each party under the Contract shall be for all purposes an independent contractor. Nothing contained herein will be deemed to create an association, a partnership, a joint venture, or a relationship of principal and agent, or employer and employee between the parties. Contractor shall have complete responsibility and control over its Personnel. Neither Contractor nor its Personnel shall be, or be deemed to be, or act or purport to act, as an employee, agent or representative of the City. Contractor and its Personnel shall have no City employee-type benefits of any kind whatsoever, including without limitation, insurance, pension plan, vacation pay or sick pay, or other right or privilege afforded to City employees. Contractor and its Personnel shall be responsible for payment of all insurance, taxes, and benefits. SECTION 9. OWNERSHIP, CONFIDENTIAL INFORMATION AND BREACH 9.1 Ownership. Any and all data, reports, analyses, documents, photographs, pamphlets, plans, specifications, surveys, films, or any other materials created, prepared, produced, constructed, assembled, made performed, or otherwise produced by the Contractor or its Personnel for delivery to the City under this Contract shall be the sole and absolute property of the City. All such property shall constitute "work made for hire" as defined by the U.S. Copyright Act of 1976, 17 U.S.C § 101, and the ownership of the copyright and any other intellectual property rights in such property shall vest in the City at the time of its creation. Ownership of the intellectual property includes the right to copyright, patent, and register, and the ability to transfer these rights. Material the Contractor uses to perform this Contract that is not created, prepared, constructed, assembled, made, performed, or otherwise produced for or paid for by the City is owned by the Contractor and is not "work made for hire" within the terms of the Contract. 9.2 Confidential Information/Breach. Contractor shall ensure that all personal identifying information, financial information, and other information submitted or made avai lable to Contractor by, or on behalf of, the City, or acquired or developed by Contractor in the performance of the Contract (unless publicly available) is kept confidential, secured, and protected to prevent unauthorized access. Such information will be utilized by Contractor solely as necessary for the performance of Services under the Contract and not made available to any other person without the City's prior written consent. In the event of DocuSign Envelope ID: EA71FC43-5751-4CB7-B055-52FFCB03C440 9 | P a g e unauthorized access or other security breach, Contractor shall immediately notify the Contract Representative and shall at its sole expense comply with all requirements of RCW 19.255 010, in effect at any given time. Upon expiration or termination of the Contract, all confidential information shalt be returned to the City or destroyed at the City's discretion. SECTION 10. REPRESENTATIONS AND RECORDS 10.1 No Fee. Contractor certifies it has not received, nor paid or agreed to pay, another person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of the Contract. 10.2 Licenses Permits and Taxes. Contractor shall, at its own expense, have and maintain all licenses, registrations, permits, and approvals necessary for the performance of the Contract, including without limitation, registration with the Washington State Department of Revenue. Contractor shall pay all fees (including licensing fees) and applicable federal, state, and local taxes. 10.3 Compliance. Contractor and its Personnel, and the Services provided by Contractor and its Personnel, shall comply with all applicable laws, codes, and standards in effect at any given time regardless as to whether such laws are referred to by the City. If required for the Services provided, Contractor and its Personnel shall submit to a background check as directed by the City. 10.4 Nondiscrimination. Contractor and its Personnel shall not discriminate against any person on the basis of race, color, creed, religion, national origin, age, sex, marital status, sexual orientation, veteran status, disability, or other circumstance prohibited by federal, state, or local law, and shall comply with Title VI of the Civil Rights Act of 1964, PL. 88-354 and Americans with Disabilities Act of 1990 in the performance of the Contract. 10.5 Public Records. Contractor acknowledges the Contract and all public records associated with the Contract shall be available to the City for inspection and copying by the public where required by the Public Records Act, Chapter 42.56 RCW ("Act"). To the extent that public records in the custody of the Contractor are needed for the City to respond to a request under the Act, as determined by the City, the Contractor shall make them promptly available to the City at no cost to the City. If the Contractor considers any portion of any record provided to the City under the Contract, whether electronic or hard copy, to be protected from disclosure under the law, the Contractor shall clearly identify all specific information it claims to be confidential or proprietary. If the City receives a request under the Act to inspect or copy the information that has been identified by the Contractor as protected from disclosure and the City determines that release of the information is required by the Act or otherwise appropriate, the City's sole obligation will be to make a reasonable effort to notify the Contractor of the request and the date that DocuSign Envelope ID: EA71FC43-5751-4CB7-B055-52FFCB03C440 10 | P a g e such protected information will be released to the requester unless the Contractor obtains a court order to enjoin disclosure pursuant to RCW 42 .56.540. If the Contractor fails to timely obtain a court order enjoining disclosure, the City will release the requested information on the date specified. The City has, and by this Section assumes, no obligation on behalf of the Contractor to claim any exemption from disclosure under the Act. The City will not be liable to the Contractor for releasing records in compliance with the Act, this Section or court order. 10.6 Advertising, Logo. Contractor shall not use, advertise, or promote for commercial benefit information concerning the Contract or use any trade name, trademark, or logo of the City, without the City's prior written consent. 10.7 Audit and Record Retention. Contractor and its Personnel shall retain all books, documents, and records relating to performance of the Contract and Services provided in connection with this Contract for six years after completion of the Contract or longer if requested by the City. Alt records shall be subject to inspection and audit by the City. Upon request, Contractor shall promptly make available to the City a legible copy of all books, documents, and records at no cost to the City. SECTION 11. RIGHTS AND REMEDIES 11.1 Failure to Perform. If City determines Contractor has failed to perform any material obligation of the Contract, and such failure has not been cured within 10 days following notice from the City, the City may without penalty, in its discretion, withhold all monies due the Contractor until such failure is cured to the reasonable satisfaction of the City. City enters into this contract with KMHS with full cognizance that the behavioral health workforce shortage may preclude immediate hire and ability to perform services under this contract may be delayed until such time that an appropriately credentialed staff can be hired. 11.2 Right of Assurance. If the City in good faith has reason to believe the Contractor does not intend or is unable to perform or continue performing under the Contract, the City may demand in writing that the Contractor give a written assurance of intent to perform. Should the Contractor fail to provide adequate assurance to the reasonable satisfaction of the City, by the date specified the demand, the City may terminate all or part of the Contract and pursue all other rights and remedies available at law and in equity. 11.3 Responsibility for Errors. All Services shall be completed to the reasonable satisfaction of the City and as required herein. Upon request, Contractor shall provide any clarifications and/or explanations regarding any Services provided as required by the City, at no additional cost to the City. In the event of an error or omission under the Contract, Contractor shall, at no cost to the City, provide all necessary design drawings, estimates, and all other professional services the City deems necessary to rectify and correct the DocuSign Envelope ID: EA71FC43-5751-4CB7-B055-52FFCB03C440 11 | P a g e matter to the satisfaction of the City. The Contractor shall cont inue to be responsible for the accuracy of Services, even after the Work is accepted by the City and the termination or expiration of the Contract. 11.4 Remedies. All City rights and remedies under the Contract are in addition to, and shall in no way limit, any other rights and remedies that may be available to City at law and in equity. 11.5 Right of Off-Set; Reimbursement. The City will be entitled to offset against any sums due Contractor and to reimbursement from the Contractor for any damages, expenses, or costs incurred by the City due to Contractor's nonconforming performance or failure to perform the Services under the Contract. 11.6 Waiver. Either party's failure to insist upon the strict performance of any provision of the Contract, or to exercise any right based upon a breach thereof or the acceptance of any performance during such breach, will not constitute a waiver of any right or remedy under the Contract unless expressly so agreed in writing by an authorized representative. 11.7 Breach. In the event of a material breach by the Contractor, the City may procure, on terms and in the manner that it deems appropriate, Services to replace those under the Contract. The Contractor shall be liable to the City for any and all costs, expense s, penalties, and fees incurred by the City in procuring such Services in substitution for those due from the Contractor under the Contract. SECTION 12. GOVERNING LAW, DISPUTES 12.1 Governing Law; Venue. The Contract will be governed in all respects by the laws of the State of Washington, both as to interpretation and performance, without regard to conflicts of law or choice of law provisions. Any action arising out of or in connection with the Contract may be instituted and maintained only in a court of competent jurisdiction in Kitsap County, Washington or as provided by RCW 36.01.050. 12.2 Disputes. Conflicts and disagreements between the parties related to the Contract will be promptly brought to the attention of the City. Any dispute relating to th e quality or acceptability of performance or compensation due the Contractor will be decided by the City's Contract Representative. All decisions of the City's contract Representative are considered final; however, nothing herein prohibits either party fro m seeking judicial relief. SECTION 13. PREVAILING WAGE Does Not Apply SECTION 14. GENERAL PROVISIONS DocuSign Envelope ID: EA71FC43-5751-4CB7-B055-52FFCB03C440 12 | P a g e 14.1 Implied Contract Terms. Each provision of law and any terms required by law to be in the Contract are made a part of the Contract as if fully stated in it. 14.2 Headings/Captions. Headings and captions used are for convenience only and are not a part of the Contract and do not in any way limit or amplify the terms and provisions hereof. 14.3 No Party the Drafter. The Contract is the product of negotiation between the parties, and no party is deemed the drafter of the Contract. 14.4 No Third-Party Beneficiary. No provision of the Contract is intended to, nor will it be construed to, create any third-party beneficiary, or provide any rights or benefits to any person or entity other than the City and Contractor. 14.5 Severability. If a court of competent jurisdiction holds any provision of the Contract to be illegal, invalid, or unenforceable, in whole or in part, the validity of the remaining provisions will not be affected, and the parties' rights and obligations will be construed and enforced as if the Contract did not contain the particular provision held to be invalid. If any provision of the Contract conflicts with any statutory provision of the State of Washington, the provision will be deemed inoperative to the extent of the conflict or modified to conform to statutory requirements. 14.6 Counterparts. The Contract may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitution one and the same agreement. 14.7 Non-Exclusive Contract. The City may at its discretion enter into multiple agreements to obtain the same or similar services that are the subject of this Contract or may have its own employees perform the same or similar services contemplated by the Contract. 14.8 Survival. Those provisions of this Contract that by their sense and purpose should survive expiration or termination of the Contract shall so survive. Those provisions include, without limitation: Sections 5 (Indemnification), 6 (Insurance), 8.5 (Independent Contractor), 9 (Ownership, Confidential Information and Breach), 1 1 (Rights and Remedies), 12 (Governing Law, Disputes), and 14 (General Provisions). 14.9 Entire Agreement. The parties acknowledge the Contract is the product of negotiation between the parties and represents the entire agreement of the parties with respect to its subject matter. All previous agreements and representations, whether oral o r written, entered into prior to this Contract are hereby revoked and superseded by the Contract. DocuSign Envelope ID: EA71FC43-5751-4CB7-B055-52FFCB03C440 13 | P a g e 14.10 Authorization. Each party signing below warrants to the other party, that they have the full power and authority to execute this Contract on behalf of the party for whom they sign. KITSAP MENTAL HEALTH SERVICES CITY OF BREMERTON, WASHINGTON _____________________________ ______________________________ Joe Roszak James Burchett Chief Executive Officer Chief of Police _____________________________ ______________________________ Date Date ______________________________ Greg Wheeler Mayor ______________________________ Date DocuSign Envelope ID: EA71FC43-5751-4CB7-B055-52FFCB03C440 3/16/2021 3/17/2021 14 | P a g e ATTACHMENT A Scope of Work Purpose To provide the City of Bremerton Police Department (BPD) the services of Kitsap Mental Health Services (KMHS) Designated Crisis Responders (DCR) as more specifically set forth in the Memorandum of Agreement (Attachment C) Mental Health Field Response Team Program. DocuSign Envelope ID: EA71FC43-5751-4CB7-B055-52FFCB03C440 15 | P a g e ATTACHMENT B Compensation Budget Category Amount Requested Contract 75,706.00 TOTAL PROJECT COST 75,706.00 DocuSign Envelope ID: EA71FC43-5751-4CB7-B055-52FFCB03C440 16 | P a g e ATTACHMENT C Memorandum of Understanding Purpose: Goals of the BPD Mental Health Field Response (MHFR) Team are to: 1. Encourage participation in treatment or to secure treatment if DCR detention takes place. 2. Divert people from unnecessary law enforcement / criminal justice involvement and reduce unnecessary incarceration. 3. Actively participate in behavioral health outreach and work collaboratively with other City departments (e.g., Fire Department) and other community agencies (e.g., hospital, mental health providers, child welfare and WISE services). KMHS DCR Position: One FTE KMHS DCR mental health professional under contract to BPD will provide response and consultation to officers in the field, including mental health profess ional follow-up for select encounters, especially “high utilizers,” with connection to appropriate services. The MHFR DCR must demonstrate ability to maintain a dual reporting relationship that defers to KMHS for clinical supervision but reports for daily operations to BPD MHFR Team Lead. For clinical supervision, the DCR is a member of the KMHS Crisis Response Team, with oversight provided by KMHS DCR Supervisor. The KMHS DCR will be located at 1025 Burwell Street, Bremerton, WA, with officing space provided, at no cost to Kitsap Mental Health Services. The BPD MHFR Team incorporates one full-time KMHS Designated Crisis Responder (DCR) into the BPD patrol division’s day to day operations five days weekly, from the hours of 11 am – 7 pm except for meal and break time per WSL&I. No on-site coverage will be provided for this position during periods of absence whether due to vacation, illness, or other cause. Times and days for DCR presence may still change depending on data received regarding the efficacy the program as it becomes further established. When the BPD assigned DCR is unavailable, the BPD will contact the Volunteers of America for dispatch of the KMHS Mobile Crisis Response Team. This contract is for a MHP as defined in RCW 71.05.020 (38) to serve as a core member of the MHFR Team. KMHS will hire and provide a credentialed Designated Crisis Responder with authority to perform the RCW-defined functions and who will be dedicated to serves as the BPD MHFR Mental Health Team member. DCR’s are trained in mental health and substance use crisis intervention, and are or will also be trained by BPD staff in Law Enforcement (LE) crisis intervention protocols and procedures. BPD MHFT Lead relationship to KMHS DCR: DocuSign Envelope ID: EA71FC43-5751-4CB7-B055-52FFCB03C440 17 | P a g e The BPD MHRT Lead will coordinate the activities of the DCR as part of the BPD MHFR Team. The Kitsap Mental Health Services Designated Crisis Responder (KMHS DCR) and when appropriate, his or her supervisor, will coordinate directly with the Bremerton Police Department Field Response Team Lead (or other title of responsible BPD party) or his/her designee for day-to-day operations. The KMHS DCR, with their Supervisor, will meet quarterly with the Project Lea d. The BPD maintains a Project Management Oversight Team consisting of BPD leadership and KMHS leadership to determine any needed program refinements and recommendations for future program development. The Team meets quarterly, and may also engage in on -going communications via email, phone and in-person meetings regarding the program’s efficacy. When the MHFR Team DCR is not on duty, the BPD will use standard, usual protocols already in place for contacting the KMHS Mobile Crisis Response Team to respond to situations that may require Crisis Team DCR response. MHRT Team Member Responsibilities, Activities, Relationship to the KMHS DCR:  BPD will arrange for an orientation and the training necessary for KMHS DCR to operate successfully and competently within the agency, including introduction of the program and DCR at officer meetings. Training may also include additional KMHS Crisis Response Team DCRs and/or BPD officers to deepen knowledge among the crisis responder community regarding law enforcement protocols and best practices when responding to mental health emergencies.  All Officers are considered part of the MHFR Team and may call upon the DCR for support; in cases when there is a mental health crisis or safety concern, all effort will be made to have an existing CIO as part of negotiating and deescalating the crisis. Note: The DCR will only be asked to be present in the field when the scene is secure and safe.  DATA COLLECTION / RECORDS: BPD Team members will routinely and consistently use the CARES data management application, including full use of the Kitsap area Customized Crisis Template. DCR does not record in BPD data collection or encounter records. KMHS DCR does record encounters in the KMHS Electronic Health Record. * *KMHS is licensed as both a mental health provider and a substance use provider. The DCR will create or update a crisis plan if person encountered is not detained, and can and will share the plan with the individual and with the MHFR Team. While information sharing without patient consent is tightly regulated by HIPAA and 42 CFR Part 2, if a person in crisis is incapacitated without a personal representative to assist in making decisions, the DCR may share protected health information in order to best serve the person in crisis. If a person presents a serious and immanent threat to self or others, the DCR may share information also specific to law enforcement (RCW 70.02.050 and 45 CFR 164.6512.) For persons who are enrolled in KMHS every effort will be made to obtain releases of information from the individual so that sharing protected healthcare information with the Team is allowed. Unlike HIPAA, under 42 CFR, Part 2, most of the time, without consent, police will need a Court Order to obtain information from a substance DocuSign Envelope ID: EA71FC43-5751-4CB7-B055-52FFCB03C440 18 | P a g e use treatment provider protected by Part 2. There are two scenarios where police do not need a court order to access information from a treatment provider: 1. During a medical emergency and 2. When a crime is committed on the premises of a treatment facility. Because KMHS is a licensed substance use treatment provider and receives federal funding, the agency must adhere to these patient protections.  BPD MHFR Lead will arrange for and/or provide training to the KMHS DCR that includes a working knowledge of law enforcement procedures and tools sufficient to provide for the safety of the professionals, partnered law enforcement officers, and members of the public. If for any reason a new KMHS DCR replaces or is added to the Team, this same training will be provided, as will any needed training updates be provided for current KMHS DCR. Scope of Work: The KMHS DCR will provide the following services: Under direction of the BPD MHRT Lead, with KMHS Clinical Supervision, the purpose of the DCR position is to assist patrolling officers in providing intervention, assessment, evaluation, and care management with responsibilities and activities that include:  Co-location at the Bremerton Police Department to promote team cohesion, shared language between the LE and MH roles, and accessibility to LE Team members.  Carry a dedicated cell call line to respond to calls from the field for mental health guidance during DCR shift. The DCR is available for calls directly to their assigned cell phone and responds at time of call from BPD Law Enforcement directly. The DCR assists the caller, most often a Patrol Officer, offering guidance for suicide or Mental Health and Behavioral Health calls, and when indicated, provides field assistance regarding the mental health concern officers are encountering.  Criteria threshold for contacting the DCR is not specifically defined as experience has shown each call to be distinctly different and the officer on-scene defines if a field response is necessary, or if a DCR phone consultation will suffice, or if the DCR will perform a field response; DCR may be transported by an officer to the scene or will otherwise transport self to be immediately available to assist the patrolling officer in the field.  DCR to perform assessment and detainment functions when indicated for children and adults in crisis either in the field, at emergency room, or other location as appropriate. Evaluation is to discern necessary level of services needed, may include involuntary treatment evaluations, and follow up to appropriate level of disposition and transition to needed services. DocuSign Envelope ID: EA71FC43-5751-4CB7-B055-52FFCB03C440 19 | P a g e  As per DCR protocols, DCR will seek either inpatient detainment (Evaluation and Treatment Facility or other hospital) or least restrictive alternatives as appropriate.  For persons not requiring detainment to a psychiatric facility or hospital, and who need diversion from possible incarceration, the DCR provides information and guidance regarding linkages to the appropriate diversion alternative, including short term supports. The DCR either personally conduct follow up, or makes sure there is a follow up outreach, either by phone or in person, to ensure the person in need has the resources to resolve the issue at hand. DCR may provide linkages to treatment and/or diversion services (if indicated), including serving as liaison with KMHS ACCESS or Outpatient staff for persons currently in services, or if not in services, but services other than Evaluation and Treatment are indicated, exploring potential for the following services: o Short term 24/7 services such as Crisis Triage, Detox, shelter, 30 -day residential treatment either Mental Health or Substance Use Disorder Treatment beds. o Outreach services to encourage participation in treatment whether at KMHS or with other Behavioral Health or healthcare service provider.  With LE, daily review cases encountered, recommending follow-up steps or actions that might be of assistance during a possible future encounter.  Offer follow-up assistance as appropriate to persons with LE encounters within limits of HIPAA and 42 CFR Part 2 confidentiality requirements.  Provide training, or through other skilled KMHS trainer, provide training to LE on mental health field response best practices or other services, at direction of LE Project Manager. DocuSign Envelope ID: EA71FC43-5751-4CB7-B055-52FFCB03C440