HomeMy WebLinkAboutFamily Education Support Services MASON COUNTY
PROFESSIONAL SERVICES CONTRACT MC Contract#19-095
CONTRACT # 2019-2020 #SA1
THIS CONTRACT is made and entered into by and between Mason County, hereinafter referred to as
"COUNTY" and Family Education Support Services (FESS), hereinafter referred to as"CONTRACTOR."
Contracted Entity Family Education Support Services
Address 1202 Black Lake Blvd. #B,
City, State, Zip Code Olympia WA 98502-7207
Phone 360-754-7629
Primary Contact: Name, Title Shelly Willis
Primary Contact: E-mail Shelly@Familyess.org
Washington State UBI# 601-945-899
Federal EIN 91-2003171
DUNS Number 962-502-501
Total Award/Contract Value $27,600
Funding Source HCA contract#K3929 State SABG Federal None
CDFA Numbers 93.959,93.243,93.788
Contract Term Duration Oct 1, 2019— May 31, 2020
County Contract Contact: Lydia Buchheit, Community Health Manager
County Contact Email: lydiab@co.mason.wa.us
County Contact Phone: 360-427-9670 ext. 404
Exhibits incorporated into this Exhibit A: Scope of Work B: Insurance Requirements
Personal Service Contract by C:DSHS/DBHR Requirements D: DSHS/DBHR Data Security
reference Requirements
1. PURPOSE
The purpose of this contract/grant is to assist the COUNTY achieve its goals and deliverables in a Division of
Behavioral Health and Recovery Community Wellness and Prevention grant.
2. DURATION OF CONTRACT
The term of this contract/grant shall begin on Oct 1, 2019 and shall terminate on May 31, 2020. The terms and
conditions of this contract may be extended upon mutual agreement of County and Contractor subject to
availability of grant funds.
3. SCOPE OF SERVICES
a. The CONTRACTOR/GRANTEE will provide services and staff, and otherwise do all things necessary for or
incidental to the performance of work, as identified by the COUNTY in Appendix A.
b. The CONTRACTOR/GRANTEE shall produce written reports, data, or other written documents
(deliverables) as identified by the COUNTY in writing and detailed in Appendix A.
c. The CONTRACTOR/GRANTEE shall identify measures that will be used to demonstrate outcomes that
address and advance the goals of the Mason County Mental Health and Substance Abuse Program.
d. All written reports required under this contract must be delivered to the Contract/Grant Manager designee,
in accordance with the schedule set forth in Appendix A.
e. No material, labor or facilities will be furnished by COUNTY, unless otherwise provided for in the
CONTRACT.
4. TERM:
Services provided by CONTRACTOR prior to or after the term of this CONTRACT shall be performed at the
expense of CONTRACTOR and are not compensable under this CONTRACT unless both parties hereto agree
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to such provision in writing. The term of this CONTRACT may be extended by mutual consent of the parties;
provided, however, that the CONTRACT is in writing and signed by both parties
5. COMPENSATION:
CONTRACT total compensation is not to exceed $27,600.
6. GENERAL CONDITIONS
a. Independent Contractor:
(1) CONTRACTOR's services shall be furnished by the CONTRACTOR as an independent contractor, and
nothing herein contained shall be construed to create a relationship of employer-employee. All payments
made hereunder and all services performed shall be made and performed pursuant to this CONTRACT by
the CONTRACTOR as an independent contractor.
(2) CONTRACTOR acknowledges that the entire compensation for this CONTRACT is specified in Exhibit A
and the CONTRACTOR is not entitled to any benefits including, but not limited to: vacation pay, holiday
pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded
to employees of COUNTY.
(3) The CONTRACTOR represents that he/she/it maintains a separate place of business, serves clients other
than COUNTY, will report all income and expense accrued under this CONTRACT to the Internal Revenue
Service, and has a tax account with the State of Washington Department of Revenue for payment of all
sales and use and Business and Occupation taxes collected by the State of Washington.
(4) CONTRACTOR will defend, indemnify and hold harmless COUNTY, its officers, agents or employees from
any loss or expense, including, but not limited to, settlements, judgments, setoffs, attorneys' fees or costs
incurred by reason of claims or demands because of breach of the provisions of this paragraph.
b. Taxes:
CONTRACTOR understands and acknowledges that COUNTY will not withhold Federal or State income
taxes. Where required by State or Federal law, the CONTRACTOR authorizes COUNTY to withhold for
any taxes other than income taxes (i.e., Medicare). All compensation received by the CONTRACTOR will
be reported to the Internal Revenue Service at the end of the calendar year in accordance with the
applicable IRS regulations. It is the responsibility of the CONTRACTOR to make the necessary estimated
tax payments throughout the year, if any, and the CONTRACTOR is solely liable for any tax obligation
arising from the CONTRACTOR's performance of this CONTRACT. The CONTRACTOR hereby agrees to
indemnify COUNTY against any demand to pay taxes arising from the CONTRACTOR's failure to pay
taxes on compensation earned pursuant to this CONTRACT.
COUNTY will pay sales and use taxes imposed on goods or services acquired hereunder as required by
law. The CONTRACTOR must pay all other taxes, including, but not limited to, Business and Occupation
Tax, taxes based on the CONTRACTOR's gross or net income, or personal property to which COUNTY
does not hold title. COUNTY is exempt from Federal Excise Tax.
c. No Guarantee of Employment:
The performance of all or part of this CONTRACT by the CONTRACTOR shall not operate to vest any
employment rights whatsoever and shall not be deemed to guarantee any employment of CONTRACTOR
or any employee of CONTRACTOR or any sub-contractor or any employee of any sub-contractor by
COUNTY at the present time or in the future.
d. Accounting and Payment for CONTRACTOR Services:
Payment to the CONTRACTOR for services rendered under this CONTRACT shall be as set forth in Exhibit
A. Where Exhibit "A" requires payments by the COUNTY, payment shall be based upon written claims
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supported, unless otherwise provided in Exhibit "A," by documentation of units of work actually performed
and amounts earned, including, where appropriate, the actual number of days worked each month, total
number of hours for the month, and the total dollar payment requested, so as to comply with municipal
auditing requirements. Acceptable invoices will be processed within 30 days of receipt.
Unless specifically stated in Exhibit"A" or approved in writing in advance by the official executing this
CONTRACT for COUNTY or his or her designee (hereinafter referred to as the "Administrative Officer").
COUNTY will not reimburse the CONTRACTOR for any costs or expenses incurred by the CONTRACTOR
in the performance of this CONTRACT. Where required, COUNTY shall, upon receipt of appropriate
documentation, compensate the CONTRACTOR, no more often than monthly, in accordance with
COUNTY's customary procedures, pursuant to the fee schedule set forth in Exhibit "A".
e. Withholding Payment:
In the event the CONTRACTOR has failed to perform any obligation under this CONTRACT within the
times set forth in this CONTRACT, then COUNTY may, upon written notice, withhold from amounts
otherwise due and payable to CONTRACTOR, without penalty, until such failure to perform is cured or
otherwise adjudicated. Withholding under this clause shall not be deemed a breach entitling
CONTRACTOR to termination or damages, provided that COUNTY promptly gives notice in writing to the
CONTRACTOR of the nature of the default or failure to perform, and in no case more than ten (10) days
after it determines to withhold amounts otherwise due. A grit of the Administrative Officer set forth in a
notice to the CONTRACTOR of the action required and/or the amount required to cure any alleged failure
to perform shall be deemed conclusive, except to the extent that the CONTRACTOR acts within the times
and in strict accord with the provisions of the Disputes clause of this CONTRACT. COUNTY may act in
accordance with any determination of the Administrative Officer which has become conclusive under this
clause, without prejudice to any other remedy under the CONTRACT, to take all or any of the following
actions: (1) cure any failure or default, (2) to pay any amount so required to be paid and to charge the same
to the account of the CONTRACTOR, (3) to set off any amount so paid or incurred from amounts due or to
become due the CONTRACTOR. In the event the CONTRACTOR obtains relief upon a claim under the
Disputes clause, no penalty or damages shall accrue to CONTRACTOR by reason of good faith
withholding by COUNTY under this clause.
f. Labor Standards:
CONTRACTOR agrees to comply with all applicable state and federal requirements, including but not
limited to those pertaining to payment of wages and working conditions, in accordance with RCW
39.12.040, the Prevailing Wage Act; the Americans with Disabilities Act of 1990; the Davis-Bacon Act; and
the Contract Work Hours and Safety Standards Act providing for weekly payment of prevailing wages,
minimum overtime pay, and providing that no laborer or mechanic shall be required to work in surroundings
or under conditions which are unsanitary, hazardous, or dangerous to health and safety as determined by
regulations promulgated by the Federal Secretary of Labor and/or the State of Washington.
g. Assignment and Subcontracting:
The performance of all activities contemplated by this CONTRACT shall be accomplished by
CONTRACTOR. No portion of this CONTRACT may be assigned or subcontracted to any other individual,
firm or entity without the express and prior written approval of COUNTY.
h. Conflict of Interest:
If at any time prior to commencement of, or during the term of this CONTRACT, CONTRACTOR or any of
its employees involved in the performance of this CONTRACT shall have or develop an interest in the
subject matter of this CONTRACT that is potentially in conflict with the COUNTY's interest, then
CONTRACTOR shall immediately notify COUNTY of the same. The notification of COUNTY shall be made
with sufficient specificity to enable COUNTY to make an informed judgment as to whether or not
COUNTY's interest may be compromised in any manner by the existence of the conflict, actual or potential.
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Thereafter, COUNTY may require CONTRACTOR to take reasonable steps to remove the conflict of
interest. COUNTY may also terminate this CONTRACT according to the provisions herein for termination.
i. Non-Discrimination in Employment:
COUNTY's policy is to provide equal opportunity in all terms, conditions and privileges of employment for
all qualified applicants and employees without regard to race, color, creed, religion, national origin, sex,
sexual orientation, age, marital status, disability, or veteran status. CONTRACTOR shall comply with all
laws prohibiting discrimination against any employee or applicant for employment on the grounds of race,
color, creed, religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran
status, except where such constitutes a bona fide occupational qualification.
Furthermore, in those cases in which CONTRACTOR is governed by such laws, CONTRACTOR shall take
affirmative action to insure that applicants are employed, and treated during employment, without regard to
their race, color, creed, religion, national origin, sex, age, marital status, sexual orientation, disability, or
veteran status, except where such constitutes a bona fide occupational qualification. Such action shall
include, but not be limited to: advertising, hiring, promotions, layoffs or terminations, rate of pay or other
forms of compensation benefits, selection for training including apprenticeship, and participation in
recreational and educational activities. In all solicitations or advertisements for employees placed by them
or on their behalf, CONTRACTOR shall state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex or national origin.
The foregoing provisions shall also be binding upon any sub-contractor, provided that the foregoing
provision shall not apply to contracts or sub-contractors for standard commercial supplies or raw materials,
or to sole proprietorships with no employees.
j. Non-Discrimination in Client Services:
CONTRACTOR shall not discriminate on the grounds of race, color, creed, religion, national origin, sex,
age, marital status, sexual orientation, disability, or veteran status; or deny an individual or business any
service or benefits under this CONTRACT; or subject an individual or business to segregation or separate
treatment in any manner related to his/her/its receipt any service or services or other benefits provided
under this CONTRACT; or deny an individual or business an opportunity to participate in any program
provided by this CONTRACT.
k. Waiver of Noncom petition:
CONTRACTOR irrevocably waives any existing rights which it may have, by contract or otherwise, to
require another person or corporation to refrain from submitting a proposal to or performing work or
providing supplies to COUNTY, and CONTRACTOR further promises that it will not in the future, directly or
indirectly, induce or solicit any person or corporation to refrain from submitting a bid or proposal to or from
performing work or providing supplies to COUNTY.
I. Work Product:
CONTRACTOR will provide COUNTY with all work product including; plans, data reports, prior to the
release of the final payment for services.
m. Patent/Copyright Infringement:
CONTRACTOR will defend and indemnify COUNTY from any claimed action, cause or demand brought
against COUNTY, to the extent such action is based on the claim that information supplied by the
CONTRACTOR infringes any patent or copyright. CONTRACTOR will pay those costs and damages
attributable to any such claims that are finally awarded against COUNTY in any action. Such defense and
payments are conditioned upon the following:
(1) CONTRACTOR shall be notified promptly in writing by COUNTY of any notice of such claim.
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(2) CONTRACTOR shall have the right, hereunder, at its option and expense, to obtain for COUNTY the
right to continue using the information, in the event such claim of infringement, is made, and provided no
reduction in performance or loss results to COUNTY.
n. Confidentiality:
CONTRACTOR, its employees, sub-contractors, and their employees shall maintain the confidentiality of all
information provided by COUNTY or acquired by CONTRACTOR in performance of this CONTRACT,
except upon the prior written consent of COUNTY or an order entered by a court after having acquired
jurisdiction over COUNTY. CONTRACTOR shall immediately give to COUNTY notice of any judicial
proceeding seeking disclosure of such information. CONTRACTOR shall indemnify and hold harmless
COUNTY, its officials, agents or employees from all loss or expense, including, but not limited to,
settlements, judgments, setoffs, attorneys' fees and costs resulting from CONTRACTOR's breach of this
provision.
o. Right to Review:
This CONTRACT is subject to review by any Federal, State or COUNTY auditor. COUNTY or its designee
shall have the right to review and monitor the financial and service components of this program by
whatever means are deemed expedient by the Administrative Officer or by COUNTY's Auditor's Office.
Such review may occur with or without notice and may include, but is not limited to, on-site inspection by
COUNTY agents or employees, inspection of all records or other materials which COUNTY deems
pertinent to the CONTRACT and its performance, and any and all communications with or evaluations by
service recipients under this CONTRACT. CONTRACTOR shall preserve and maintain all financial records
and records relating to the performance of work under this CONTRACT for six (6) years after CONTRACT
termination, and shall make them available for such review, within Mason County, State of Washington,
upon request. CONTRACTOR also agrees to notify the Administrative Officer in advance of any
inspections, audits, or program review by any individual, agency, or governmental unit whose purpose is to
review the services provided within the terms of this CONTRACT. If no advance notice is given to
CONTRACTOR, then CONTRACTOR agrees to notify the Administrative Officer as soon as it is practical.
p. Insurance Requirements:
At a minimum, CONTRACTOR shall provide insurance that meets or exceeds the requirements detailed in
Exhibit B "Insurance Requirements."
(1) Insurance as a Condition of Payment:
Payments due to CONTRACTOR under this CONTRACT are expressly conditioned upon the
CONTRACTOR's strict compliance with all insurance requirements under this CONTRACT. Payment to
CONTRACTOR shall be suspended in the event of non-compliance. Upon receipt of evidence of full
compliance, payments not otherwise subject to withholding or set-off will be released to CONTRACTOR.
(2) Industrial Insurance Waiver:
With respect to the performance of this CONTRACT and as to claims against COUNTY, its officers, agents
and employees, CONTRACTOR expressly waives its immunity under Title 51 of the Revised Code of
Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the obligations to
indemnify, defend and hold harmless provided in this CONTRACT extend to any claim brought by or on
behalf of any employee of CONTRACTOR. This waiver is mutually negotiated by the parties to this
CONTRACT.
q. CONTRACTOR Commitments, Warranties and Representations:
Any written commitment received from CONTRACTOR concerning this CONTRACT shall be binding upon
CONTRACTOR, unless otherwise specifically provided herein with reference to this paragraph. Failure of
CONTRACTOR to fulfill such a commitment shall render CONTRACTOR liable for damages to COUNTY.
A commitment includes, but is not limited to, any representation made prior to execution of this
CONTRACT, whether or not incorporated elsewhere herein by reference, as to performance of services or
equipment, prices or options for future acquisition to remain in effect for a fixed period, or warranties.
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r. Defense and Indemnity Contract:
(1) Indemnification by CONTRACTOR.
To the fullest extent permitted by law, CONTRACTOR agrees to indemnify, defend and hold COUNTY and
its departments, elected and appointed officials, employees, agents and volunteers, harmless from and
against any and all claims, damages, losses and expenses, including but not limited to court costs,
attorney's fees and alternative dispute resolution costs, for any personal injury, for any bodily injury,
sickness, disease or death and for any damage to or destruction of any property (including the loss of use
resulting there from) which 1) are caused in whole or in part by any act or omission, negligent or
otherwise, of the CONTRACTOR, its employees, agents or volunteers or CONTRACTOR's
subcontractors and their employees, agents or volunteers; or 2) are directly or indirectly arising out of,
resulting from, or in connection with performance of this CONTRACT; or 3) are based upon
CONTRACTOR's or its subcontractors' use of, presence upon or proximity to the property of COUNTY.
This indemnification obligation of CONTRACTOR shall not apply in the limited circumstance where the
claim, damage, loss or expense is caused by the sole negligence of COUNTY. This indemnification
obligation of the CONTRACTOR shall not be limited in any way by the Washington State Industrial
Insurance Act, RCW Title 51, or by application of any other workmen's compensation act, disability benefit
act or other employee benefit act, and the CONTRACTOR hereby expressly waives any immunity afforded
by such acts. The foregoing indemnification obligations of the CONTRACTOR are a material inducement
to COUNTY to enter into this CONTRACT, are reflected in CONTRACTOR's compensation, and have
been mutually negotiated by the parties.
(2) Participation by County— No Waiver. COUNTY reserves the right, but not the obligation, to participate in
the defense of any claim, damages, losses or expenses and such participation shall not constitute a
waiver of CONTRACTOR's indemnity obligations under this CONTRACT.
(3) Survival of CONTRACTOR's Indemnity Obligations. CONTRACTOR agrees all CONTRACTOR's
indemnity obligations shall survive the completion, expiration or termination of this CONTRACT.
(4) Indemnity by Subcontractors. In the event the CONTRACTOR enters into subcontracts to the extent
allowed under this CONTRACT, CONTRACTOR's subcontractors shall indemnify COUNTY on a basis
equal to or exceeding CONTRACTOR's indemnity obligations to COUNTY.
s. Compliance with Applicable Laws, Rules and Regulations:
This CONTRACT shall be subject to all laws, rules, and regulations of the United States of America, the
State of Washington, political subdivisions of the State of Washington and Mason County. CONTRACTOR
also agrees to comply with applicable Federal, State, County or municipal standards for licensing,
certification and operation of facilities and programs, and accreditation and licensing of individuals.
t. Notice:
Except as set forth elsewhere in the CONTRACT, for all purposes under this CONTRACT except service of
process, notice shall be given by CONTRACTOR to COUNTY's Administrative Officer under this
CONTRACT. Notices and other communication may be conducted via e-mail, U.S. mail, fax, hand-
delivery or other generally accepted manner including delivery services.
u. Modifications:
Either party may request changes in the CONTRACT. Any and all agreed modifications, to be valid and
binding upon either party, shall be in writing and signed by both of the parties.
v. Termination:
(1) For Default:
If CONTRACTOR defaults by failing to perform any of the obligations of the CONTRACT or becomes
insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment
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for the benefit of creditors, COUNTY may, by depositing written notice to CONTRACTOR in the U.S. mail,
terminate the CONTRACT, and at COUNTY's option, obtain performance of the work elsewhere. If the
CONTRACT is terminated for default, CONTRACTOR shall not be entitled to receive any further
payments under the CONTRACT until all work called for has been fully performed. Any extra cost or
damage to COUNTY resulting from such default(s) shall be deducted from any money due or coming due
to CONTRACTOR. CONTRACTOR shall bear any extra expenses incurred by COUNTY in completing
the work, including all increased costs for completing the work, and all damage sustained, or which may
be sustained by COUNTY by reason of such default.
If a notice of termination for default has been issued and it is later determined for any reason that
CONTRACTOR was not in default, the rights and obligations of the parties shall be the same as if the
notice of termination had been issued pursuant to the Termination for Public Convenience paragraph
hereof.
(2) For Public Convenience
COUNTY may terminate this CONTRACT in whole or in part whenever COUNTY determines, in its sole
discretion that such termination is in the interests of COUNTY. Whenever the CONTRACT is terminated
in accordance with this paragraph, CONTRACTOR shall be entitled to payment for actual work performed
in compliance with Exhibit A Scope-of-Services. An equitable adjustment in the CONTRACT price for
partially completed items of work will be made, but such adjustment shall not include provision for loss of
anticipated profit on deleted or uncompleted work. Termination of this CONTRACT by COUNTY at any
time during the term, whether for default or convenience, shall not constitute breach of CONTRACT by
COUNTY.
(3) Termination for Reduced Funding:
COUNTY may terminate this CONTRACT in whole or in part should COUNTY determine, in its sole
discretion that such termination is necessary due to a decrease in available project funding including
State and/or Federal grants. Whenever the CONTRACT is terminated in accordance with this paragraph,
the CONTRACTOR shall be entitled to payment for actual work performed in compliance with Exhibit A
Scope-of-Services and Exhibit B Compensation.
w. Disputes:
(1) Differences between the CONTRACTOR and COUNTY, arising under and by virtue of the AGREEMENT
shall be brought to the attention of COUNTY at the earliest possible time in order that such matters may
be settled or other appropriate action promptly taken. For objections that are not made in the manner
specified and within the time limits stated, the records, orders, rulings, instructions, and decisions of the
Administrative Officer shall be final and conclusive.
(2) The CONTRACTOR shall not be entitled to additional compensation which otherwise may be payable, or
to extension of time for (a) any act or failure to act by the Administrative Officer of COUNTY, or(b) the
happening of any event or occurrence, unless the CONTRACTOR has given COUNTY a written Notice of
Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the
claim, and before final payment by COUNTY. The written Notice of Potential Claim shall set forth the
reasons for which the CONTRACTOR believes additional compensation or extension of time is due, the
nature of the cost involved, and insofar as possible, the amount of the potential claim. CONTRACTOR
shall keep full and complete daily records of the work performed, labor and material used, and all costs
and additional time claimed to be additional.
(3) The CONTRACTOR shall not be entitled to claim any such additional compensation, or extension of time,
unless within thirty (30) days of the accomplishment of the portion of the work from which the claim arose,
and before final payment by COUNTY, the CONTRACTOR has given COUNTY a detailed written
statement of each element of cost or other compensation requested and of all elements of additional time
required, and copies of any supporting documents evidencing the amount or the extension of time
claimed to be due.
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x. Arbitration:
Other than claims for injunctive relief brought by a party hereto (which may be brought either in court or
pursuant to this arbitration provision), and consistent with the provisions hereinabove, any claim, dispute or
controversy between the parties under, arising out of, or related to this CONTRACT or otherwise, including
issues of specific performance, shall be determined by arbitration in Shelton, Washington, under the
applicable American Arbitration Association (AAA) rules in effect on the date hereof, as modified by this
CONTRACT. There shall be one arbitrator selected by the parties within ten (10) days of the arbitration
demand, or if not, by the AAA or any other group having similar credentials. Any issue about whether a
claim is covered by this CONTRACT shall be determined by the arbitrator. The arbitrator shall apply
substantive law and may award injunctive relief, equitable relief(including specific performance), or any
other remedy available from a judge, including expenses, costs and attorney fees to the prevailing party
and pre-award interest, but shall not have the power to award punitive damages. The decision of the
arbitrator shall be final and binding and an order confirming the award or judgment upon the award may be
entered in any court having jurisdiction. The parties agree that the decision of the arbitrator shall be the
sole and exclusive remedy between them regarding any dispute presented or pled before the arbitrator. At
the request of either party made not later than forty-five (45) days after the arbitration demand, the parties
agree to submit the dispute to nonbinding mediation, which shall not delay the arbitration hearing date;
provided, that either party may decline to mediate and proceed with arbitration.
Any arbitration proceeding commenced to enforce or interpret this CONTRACT shall be brought within six
(6) years after the initial occurrence giving rise to the claim, dispute or issue for which arbitration is
commenced, regardless of the date of discovery or whether the claim, dispute or issue was continuing in
nature. Claims, disputes or issues arising more than six (6) years prior to a written request or demand for
arbitration issued under this Agreement are not subject to arbitration.
y. Venue and Choice of Law:
In the event that any litigation should arise concerning the construction or interpretation of any of the terms
of this CONTRACT, the venue of such action of litigation shall be in the courts of the State of Washington
and Mason County. Unless otherwise specified herein, this CONTRACT shall be governed by the laws of
Mason County and the State of Washington.
z. Severability:
If any term or condition of this CONTRACT or the application thereof to any person(s) or circumstances is
held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect
without the invalid term, condition or application. To this end, the terms and conditions of this CONTRACT
are declared severable.
aa. Waiver:
Waiver of any breach or condition of this CONTRACT shall not be deemed a waiver of any prior or
subsequent breach. No term or condition of this CONTRACT shall be held to be waived, modified or
deleted except by an instrument, in writing, signed by the parties hereto. The failure of COUNTY to insist
upon strict performance of any of the covenants of this CONTRACT, or to exercise any option herein
conferred in any one or more instances, shall not be construed to be a waiver or relinquishment of any
such, or any other covenants or contracts, but the same shall be and remain in full force and effect.
bb. On-Site Monitoring:
The Contractor shall conduct a subcontractor review which shall include at least one (1) on-site visit,
annually, to each subcontractor site providing services to monitor fiscal and programmatic compliance with
subcontract performance criteria for the purpose of documenting that the subcontractors are fulfilling the
requirements of the subcontract.
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7. CONTRACT MANAGEMENT
The Contract Manager for each of the parties shall be the contact person for all communications and billings
regarding the performance of this Contract. Invoices will be received and payments made to:
Contractor County
Family Education and Support Services Mason County Community Services
Contact: Shelly Willis Contact: Casey Bingham
Address: 1202 Black Lake Blvd. #B 415 N. 6th Street
Olympia,WA 98502 Shelton, WA 98584
Phone: 360-754-7629 Phone: 427-9670 ext 562
Email: Shellv(c�Familvess.org Email: Casevb(&_co.mason.wa.us
a. CONTRACTOR/GRANTEE in performance of the work on this project and under this Contract and shall
assume exclusive liability therefore, and meet all requirements there under pursuant to any rules or
regulations.
b. The CONTRACTOR/GRANTEE agrees to immediately remove any of its employees or agents from
assignment to perform services under this Contract upon receipt of a written request to do so from the
COUNTY's contract representative or designee.
8. Entire Contract
This written CONTRACT, comprised of the writings signed or otherwise identified and attached hereto,
represents the entire CONTRACT between the parties and supersedes any prior oral statements, discussions or
understandings between the parties.
The contract may be altered, amended, or waived only by a written amendment executed by both parties. THIS
CONTRACT, including all Appendices, is executed by the persons signing below who warrant that they have the
authority to execute the contract.
BOARD OF COUNTY COMMISSIONERS
CONTRACTOR/GRAN/T,EEE MASON COU Y, WASHINGTON
-)6 /4/
Shelly Willis / Kevin Shutty, ' hair
C io
;/7f
Rand9Nj'�
eatherlin, ommissioner
ATTEST:
a `Sharon Trask, Commissioner
Melissa ry, of he, Clerk t Board
APPROVED AS TO FORM:
Tim Whitehead
Chief Deputy Prosecuting Attorney
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EXHIBIT A
SCOPE OF SERVICES
1. Parenting Programming
A. The programs to be implemented are "Guiding Good Choices" and "Strengthening Families". The plan
is to provide four series of classes. The classes would include:
i. Two Classes of each series (Guiding Good Choices and Strengthening Families). This would
include a GGC series and Strengthening Families Series in North Mason and in the Shelton Area
of Mason County. Classes will be offered in collaboration with community partners-including local
schools, tribes, and social service partners.
ii. Participant sign in sheet and agenda to be submitted to The Shelton coalition coordinator upon
completion of event as required by The Department of Behavioral Health Recourses (DBHR).
iii. All other conditions and requirement of the contract.
2. Prevention Summits
i. One Day Shelton Substance Abuse Prevention Summit
ii. One Day North Mason County Substance Abuse Prevention Summit
3. Subcontractor DBHR Requirements
a. In the event of a contract termination of the subcontractor, Mason County will seek to ensure all available
prevention/project data on services provided have been entered into the Substance Use Disorder
Prevention and Mental Health Promotion Online Reporting System also called "Minerva".
b. Subcontractor will distribute a grievance policy to all participants.
c. Background Checks. (RCW 43.43, WAC 388-877 & 388-877B)
(1) FESS shall ensure a criminal background check is conducted for all staff members, case managers,
outreach staff members, etc. or volunteers who have unsupervised access to children, adolescents,
vulnerable adults, and persons who have developmental disabilities.
(2) When providing services to youth, the Contractor shall ensure that requirements of WAC 388- 06-0170
are met.
d. Services and Activities to Ethnic Minorities and Diverse Populations
(1) Ensure all services and activities provided by the Contractor or subcontractor under this Contract shall be
designed and delivered in a manner sensitive to the needs of all diverse populations.
(2) Initiate actions to ensure or improve access, retention, and cultural relevance of prevention or other
appropriate services, for ethnic minorities and other diverse populations in need of prevention services as
identified in their needs assessment.
(3) Take the initiative to strengthen working relationships with other agencies serving these populations. The
Contractor shall require its subcontractors to adhere to these requirements.
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4. Reporting Requirements: Progress & Final Reports
Activity Reports and Information
Invoice Due Dates
1. Attendance by FESS representative in monthly Sign-in verification Second Wednesday of each
Shelton Prevention Education Partners (PEP) month. 4-5:30 PM. Shelton
Coalition Meetings Timberland Library
2. FESS will report on course demographics, 10'h the of each month Subcontractor will use their own
participation data and course sign-in sheets following work forms
following the completion of each course. completion
3. Billing invoices are due electronically by the 10th the of each month Submit electronically to:
15th of the month following course completion. following work Casevb(a co.mason.wa.us
Please specify if work completed in Shelton completion Cc: Beni ..co.mason.wa.us
and/or N. Mason in the invoice details.
4. FESS will submit required DBHR survey Series Report due 10 Submit electronically to:
reports on time to COUNTY via email days following course Beni@co.mason.wa.us
completion CC: Casevb(c�co.mason.wa.us_
5. Demonstrate program is following program Include in narrative in reports
fidelity model due January & May
6. Pre& Post Survey reviewed by County Prior to First Activity Submit electronically to:
Bent anco.mason.wa.us
7. Implementing Pre& Post Surveys approved by 10'h the of each month
DBHR following course Data from Pre & Post Test
completion
8. Shelton prevention Summit 10th of month following Sign in sheet and agenda
summit
9 North Mason Belfair parent summit 10'h of month following Sign In sheet and agenda
summit
10. performance Work Evaluation Narrative (see Due by May 15, 2020 Submit electronically to:
#5 below) Beni a(�co.mason.wa.us
10. All of above reporting is due no later than May Verification that all
15, 2020. reporting complete by
coordinator.
5. Performance Work Evaluation Narrative
a. The Contractor shall ensure program results show positive outcomes for at least half of the
participants in each program group as determined by Activity Log with individual participant sessions.
b. "Positive outcomes" means that at least half of the participants in a group report positive improvement or
maintenance as determined by the program measurable objective between pre and post-tests.
c. Positive outcomes will be determined using the pre-test and post-test data reported to County
d. Evaluation of data will occur on the 15th of the month following the final date of service for each group.
(1) DBHR/HCA Contract#K3929 requires the following protocol for evaluation:
(a) Matched pre-test and post-test pairs will be used in the analysis.
(b) To allow for normal attendance drop-off, a 20% leeway will be given for missing post-tests.
(c) If there are missing post-tests for entered pre-tests in excess of 20% of pre-tests, missing post-
test will be counted as a negative outcome.
Example: there are ten (10) pre-tests and seven (7) post-tests. The denominator would be eight
(8) and the maximum numerator would be seven (7).
e. Costs for meals or food are not allowable to be paid with this grant funding.
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6. Budget & Payments
North Mason 2 Guiding Good Choices(5-weeks ea)1 Streng.Fam 10-weeks
Expenses Description Total
Personnel: Coordinator $25/hr x 150 hrs. Coordinate staffing for instruction and child care, $3,750
(Inclusive of benefit estimate) materials,facility use, marketing,supplies and responsible for
tracking and reporting outcomes.Overall community coordination
Contracted Services Instructor$50 an hour(GGC class 20hrs or 40hrs total)$2,000 plus $4,000
(Streng. Fam 1 10-week or 40hrs X$50 or$2000)Total$4000
Contracted Children's team 3 staff @$15hr 2-GGC classes for total hrs 90hrs or$1,350 and $2,700
Strengthening Fam-3 staff X 90hrs total X$1,350
Books Family guides, and/or books $15 each estimated at 45 total $675
participants
Printing Weekly handouts-marketing- pre/post evals etc estimated at $25 $1,125
per participant estimated at 45
Travel Travel for staff estimated at $200 also for Belfair we will set $200 $400
aside to support participants in travel
Supplies Family Fun night materials and children's activity supplies such as $3,000
playdough,markers,and paper, name tags, Incentives, food pens etc
Prevention promotional items estimated at $150 per session X 20
(10GGC&10SF)sessions
N. Mason Prevention Coordination and supplies marketing and data collection $800
Summit
Total $16,450
Shelton 2 Guiding Good Choices(5 weeks each)
Expenses Description Total
Personnel: Coordinator Coordinator: $25 hrX100hrs Coordinate staffing for instruction and $2,500
(inclusive of benefit estimate) child care, materials, facility use, marketing, supplies and
responsible for tracking and reporting outcomes. Overall community
coordination
Contracted Services Instructor$50 an hour(GGC class 20hrs or 40 hrs total)$2,000 $2,000
Contracted Children's team 3 staff @$15hr estimated at 90hrs$1,350 $1,350
Books Family guides or books given to each participant$15 each estimated $675
at$45 total
Printing Weekly handouts-marketing- pre/post evals etc estimated at $25 $1,125
per participant estimated at 45
Supplies Family Fun night materials and children's activity supplies such as $1,500
playdough, markers, and paper, name tags, Incentives,food pens etc
Prevention promotional items Estimated at$150 for 10 sessions
Prevention Summit Coordination of speakers,marketing,and collection of outcomes $2,000
Total $11,150
Total Shelton & North Mason $27,600
Funding will be disbursed monthly upon submitting the program reports and expenditure invoices. Expenditures are cost related and
reimbursable. Back up receipts must be kept of file by the sub-contractor available for review by the County.
12
EXHIBIT B
INSURANCE REQUIREMENTS
1. MINIMUM Insurance Requirements:
a. Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability"
policy form CG 00 01, with an edition date prior to 2004, or the exact equivalent. Coverage for an additional
insured shall not be limited to its vicarious liability. Defense costs must be paid in addition to limits. Limits shall
be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general
aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket
contractual liability.
b. Workers' Compensation on a state-approved policy form providing statutory benefits as required by law with
employer's liability limits for CONTRACTOR's, with two (2) or more employees and/or volunteers, no less
than $1,000,000 per accident for all covered losses.
c. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including owned, non-owned and
hired autos, or the exact equivalent. Limits shall be no less than $1,000,000 per accident, combined single
limit. If CONTRACTOR owns no vehicles, this requirement may be satisfied by a non-owned auto
endorsement to the general liability policy described above. If CONTRACTOR or CONTRACTOR's employees
will use personal autos in any way on this project, CONTRACTOR shall obtain evidence of personal auto
liability coverage for each such person.
2. Certificate of Insurance:
A Certificate of Insurance naming COUNTY as the Certificate Holder must be provided to COUNTY within five
(5) days of CONTRACT execution.
3. Basic Stipulations:
a. CONTRACTOR agrees to endorse third party liability coverage required herein to include as additional
insureds COUNTY, its officials, employees and agents, using ISO endorsement CG 20 10 with an edition date
prior to 2004. CONTRACTOR also agrees to require all contractors, subcontractors, and anyone else involved
in this CONTRACT on behalf of the CONTRACTOR (hereinafter"indemnifying parties") to comply with these
provisions.
b. CONTRACTOR agrees to waive rights of recovery against COUNTY regardless of the applicability of any
insurance proceeds, and to require all indemnifying parties to do likewise.
c. All insurance coverage maintained or procured by CONTRACTOR or required of others by CONTRACTOR
pursuant to this CONTRACT shall be endorsed to delete the subrogation condition as to COUNTY, or must
specifically allow the named insured to waive subrogation prior to a loss.
d. All coverage types and limits required are subject to approval, modification and additional requirements by
COUNTY. CONTRACTOR shall not make any reductions in scope or limits of coverage that may affect
COUNTY's protection without COUNTY's prior written consent.
e. CONTRACTOR agrees to provide evidence of the insurance required herein, satisfactory to COUNTY,
consisting of: a) certificate(s) of insurance evidencing all of the coverage's required and, b) an additional
insured endorsement to CONTRACTOR's general liability policy using Insurance Services Office form CG 20
10 with an edition date prior to 2004. CONTRACTOR agrees, upon request by COUNTY to provide complete,
certified copies of any policies required within 10 days of such request. COUNTY has the right, but not the
duty, to obtain any insurance it deems necessary to protect its interests. Any premium so paid by COUNTY
shall be charged to and promptly paid by CONTRACTOR or deducted from sums due CONTRACTOR. Any
actual or alleged failure on the part of COUNTY or any other additional insured under these requirements to
obtain proof of insurance required under this CONTRACT in no way waives any right or remedy of COUNTY
or any additional insured, in this or in any other regard.
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f. It is acknowledged by the parties of this CONTRACT that all insurance coverage required to be provided by
CONTRACTOR or indemnifying party, is intended to apply first and on a primary non-contributing basis in
relation to any other insurance or self-insurance available to COUNTY.
g. CONTRACTOR agrees not to self-insure or to use any self-insured retentions on any portion of the
insurance required herein and further agrees that it will not allow any indemnifying party to self- insure its
obligations to COUNTY. If CONTRACTOR's existing coverage includes a self-insured retention, the self-
insured retention must be declared to the COUNTY. The COUNTY may review options with CONTRACTOR,
which may include reduction or elimination of the self-insured retention, substitution of other coverage, or
other solutions.
h. CONTRACTOR will renew the required coverage annually as long as COUNTY, or its employees or agents
face an exposure from operations of any type pursuant to this CONTRACT. This obligation applies whether or
not the CONTRACT is canceled or terminated for any reason. Termination of this obligation is not effective
until COUNTY executes a written statement to that effect.
i. The limits of insurance as described above shall be considered as minimum requirements. Should any
coverage carried by CONTRACTOR or a subcontractor of any tier maintain insurance with limits of liability that
exceed the required limits or coverage that is broader than as outlined above, those higher limits and broader
coverage shall be deemed to apply for the benefit of any person or organization included as an additional
insured and those limits shall become the required minimum limits of insurance in all Paragraphs and Sections
of this CONTRACT.
j. None of the policies required herein shall be in compliance with these requirements if they include any
limiting endorsement that has not been first submitted to COUNTY and approved of in writing.
k. The requirements in this Exhibit supersede all other sections and provisions of this CONTRACT to the
extent that any other section or provision conflicts with or impairs the provisions of this Exhibit.
I. Unless otherwise approved by COUNTY, insurance provided pursuant to these requirements shall be by
insurers authorized to do business in Washington and with a minimum A.M. Best rating of A-:VII.
m. All insurance coverage and limits provided by CONTRACTOR and available or applicable to this
agreement are intended to apply to the full extent of the policies. Nothing contained in this CONTRACT limits
the application of such insurance coverage.
n. CONTRACTOR agrees require insurers, to provide notice to COUNTY thirty (30) days prior to cancellation
of such liability coverage or of any material alteration or non-renewal of any such coverage, other than for
non-payment of premium. CONTRACTOR shall assure that this provision also applies to any subcontractors,
joint ventures or any other party engaged by or on behalf of contractor in relation to this agreement.
Certificate(s) are to reflect that the issuer will provide thirty (30) days' notice to COUNTY of any cancellation of
coverage.
o. COUNTY reserves the right at any time during the term of the CONTRACT to change the amounts and
types of insurance required by giving the CONTRACTOR ninety (90) days advance written notice of such
change. If such change results in substantial additional cost to the CONTRACTOR, the COUNTY and
CONTRACTOR may renegotiate CONTRACTOR's compensation.
p. Requirements of specific coverage features are not intended as limitation on other requirements or as
waiver of any coverage normally provided by any given policy. Specific reference to a coverage feature is for
purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be
all-inclusive.
q. CONTRACTOR agrees to provide immediate notice to COUNTY of any claim or loss against
CONTRACTOR arising out of the work performed under this agreement. COUNTY assumes no obligation or
liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if
they are likely to involve COUNTY.
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EXHIBIT C
DSHS/DBHR CONTRACT REQUIREMENTS
1. All subcontractors are responsible for the following DSHS/DBHR contract requirements and conditions
as applicable, when providing subcontracted services to patients, clients, or persons seeking assistance,
which include but are not limited to:
b. Audit requirements - OMB 2 CFR, Part 200, Subpart F (A-133) audit requirements if applicable to
the subcontractor
c. Authorizing facility inspection
d. Background Checks
e. Conflict of interest
f. Debarment and suspension certification
g. HIPAA Business Associate Agreement and Compliance adherence as outlined below
h. Indemnification
i. Nondiscrimination in employment
j. Nondiscrimination in prevention activities
k. Performance Based Contracts
I. Providing data
m. Records and reports
n. Requirements outlined in the Data Sharing provision in the Contract
o. Services provided in accordance with law and rule and regulation
p. Treatment of assets
q. Unallowable use of federal funds
2. Applicable Law.
This Contract contains links to both DSHS and Federal websites to provide references, information and
forms for the Contractor's use. Links may break or become inactive if a website is reorganized; DSHS
is not responsible for links that do not respond as expected.
These legal resources identified below are incorporated by reference and include but are not limited to
the following:
a. 21 CFR Food and Drugs
Chapter 1, Subchapter C, Drugs: General
https://www.law.cornell.edu/cfr/text/21/chapter-l/subchapter-C
b. 42 CFR Subchapter A--General Provisions
Part 2 Confidentiality of Alcohol and Drug Abuse Patient Records
https://www.law.cornell.edu/cfr/text/42/chapter-l/subchapter-A
45 CFR Public Welfare, Part 96 Block Grants, Subpart L Substance Abuse Block Grant
https://www.law.cornell.edu/cfr/text/45/part-96/subpart-L
c. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for HHS Awards 2
CFR Part 200 in 45 CFR Part 75 https://www.law.cornell.edu/cfr/text/2/part-200
https://www.law.cornell.edu/cfr/text/45/part-75
d. Fiscal/Program Requirements (Formerly BARS)
https://www.dshs.wa.gov/sites/default/files/BHSIA/dbh/Substance%20Use/FY 14%20Fiscal%20Proq
ram%20Requirements%20for%20SUD.pdf
e. 2 CFR Part 200, Subpart F audit requirements for Federal Funding
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https://www.ecfr.gov/cgi-bin/text-
idx?SI D=ac813d7a31 efe588ae606093657fe484&mc=true&node=sp2.1.200.f&rqn=div6
3. HIPPA Compliance
Definitions
a. "Business Associate," as used in this Contract, means the "Contractor" and generally has the same
meaning as the term "business associate" at 45 CFR 160.103. Any reference to Business Associate
in this Contract includes Business Associate's employees, agents, officers, Subcontractors, third
party contractors, volunteers, or directors.
b. "Business Associate Agreement" means this HIPAA Compliance section of the Contract and
includes the Business Associate provisions required by the U.S. Department of Health and Human
Services, Office for Civil Rights.
c. "Breach" means the acquisition, access, use, or disclosure of Protected Health Information in a
manner not permitted under the HIPAA Privacy Rule which compromises the security or privacy of
the Protected Health Information, with the exclusions and exceptions listed in 45 CFR 164.402.
d. "Covered Entity" means DSHS, a Covered Entity as defined at 45 CFR 160.103, in its conduct of
covered functions by its health care components.
e. Designated Record Set" means a group of records maintained by or for a Covered Entity, that is: the
medical and billing records about Individuals maintained by or for a covered health care provider; the
enrollment, payment, claims adjudication, and case or medical management record systems
maintained by or for a health plan; or Used in whole or part by or for the Covered Entity to make
decisions about Individuals.
f. "Electronic Protected Health Information (EPHI)" means Protected Health Information that is
transmitted by electronic media or maintained in any medium described in the definition of electronic
media at 45 CFR 160.103.
g. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, Pub. L. 104-191, as
modified by the American Recovery and Reinvestment Act of 2009 ("ARRA"), Sec. 13400—13424,
H.R. 1 (2009) (HITECH Act)
h. .HIPAA Rules" means the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR
Parts 160 and Part 164.
i. "Individual(s)" means the person(s) who is the subject of PHI and includes a person who qualifies as
a personal representative in accordance with 45 CFR 164.502(g).
j. "Minimum Necessary" means the least amount of PHI necessary to accomplish the purpose for
which the PHI is needed.
k. "Protected Health Information (PHI)" means individually identifiable health information created,
received, maintained or transmitted by Business Associate on behalf of a health care component of
the Covered Entity that relates to the provision of health care to an Individual; the past, present, or
future physical or mental health or condition of an Individual; or the past, present, or future payment
for provision of health care to an Individual. 45 CFR 160.103. PHI includes demographic information
that identifies the Individual or about which there is reasonable basis to believe can be used to
identify the Individual. 45 CFR 160.103. PHI is information transmitted or held in any form or
medium and includes EPHI. 45 CFR 160.103. PHI does not include education records covered by
the Family Educational Rights and Privacy Act, as amended, 20 USCA 1232g(a)(4)(B)(iv)or
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employment records held by a Covered Entity in its role as employer.
I. "Security Incident" means the attempted or successful unauthorized access, use, disclosure,
modification or destruction of information or interference with system operations in an information
system.
m. "Subcontractor" as used in this HIPAA Compliance section of the Contract (in addition to its definition
in the General Terms and Conditions) means a Business Associate that creates, receives, maintains,
or transmits Protected Health Information on behalf of another Business Associate.
n. "Use" includes the sharing, employment, application, utilization, examination, or analysis, of PHI within
an entity that maintains such information.
Business Associate shall perform all Contract duties, activities and tasks in compliance with HIPAA,
the HIPAA Rules, and all attendant regulations as promulgated by the U.S. Department of Health and
Human Services, Office of Civil Rights.
4. Use and Disclosure of PHI. Business Associate is limited to the following permitted and required uses
or disclosures of PHI:
a. Duty to Protect PHI. Business Associate shall protect PHI from, and shall use appropriate
safeguards, and comply with Subpart C of 45 CFR Part 164 (Security Standards for the Protection
of Electronic Protected Health Information) with respect to EPHI, to prevent the unauthorized Use or
disclosure of PHI other than as provided for in this Contract or as required by law, for as long as the
PHI is within its possession and control, even after the termination or expiration of this Contract.
b. Minimum Necessary Standard. Business Associate shall apply the HIPAA Minimum Necessary
standard to any Use or disclosure of PHI necessary to achieve the purposes of this Contract. See
45 CFR 164.514 (d)(2) through (d)(5).
c. Disclosure as Part of the Provision of Services. Business Associate shall only Use or disclose PHI
as necessary to perform the services specified in this Contract or as required by law, and shall not
Use or disclose such PHI in any manner that would violate Subpart E of 45 CFR Part 164 (Privacy
of Individually Identifiable Health Information) if done by Covered Entity, except for the specific uses
and disclosures set forth below.
d. Use for Proper Management and Administration. Business Associate may Use PHI for the proper
management and administration of the Business Associate or to carry out the legal responsibilities
of the Business Associate.
e. Disclosure for Proper Management and Administration. Business Associate may disclose PHI for
the proper management and administration of Business Associate or to carry out the legal
responsibilities of the Business Associate, provided the disclosures are required by law, or
Business Associate obtains reasonable assurances from the person to whom the information is
disclosed that the information will remain confidential and used or further disclosed only as required
by law or for the purposes for which it was disclosed to the person, and the person notifies the
Business Associate of any instances of which it is aware in which the confidentiality of the
information has been Breached.
f. Impermissible Use or Disclosure of PHI. Business Associate shall report to DSHS in writing all
17
Uses or disclosures of PHI not provided for by this Contract within one (1) business day of
becoming aware of the unauthorized Use or disclosure of PHI, including Breaches of unsecured
PHI as required at 45 CFR 164.410 (Notification by a Business Associate), as well as any Security
Incident of which it becomes aware. Upon request by DSHS, Business Associate shall mitigate,to
the extent practicable, any harmful effect resulting from the impermissible Use or disclosure.
g. Failure to Cure. If DSHS learns of a pattern or practice of the Business Associate that constitutes a
violation of the Business Associate's obligations under the terms of this Contract and reasonable
steps by DSHS do not end the violation, DSHS shall terminate this Contract, if feasible. In addition, If
Business Associate learns of a pattern or practice of its Subcontractors that constitutes a violation of
the Business Associate's obligations under the terms of their contract and reasonable steps by the
Business Associate do not end the violation, Business Associate shall terminate the Subcontract, if
feasible.
h. Termination for Cause. Business Associate authorizes immediate termination of this Contract by
DSHS, if DSHS determines that Business Associate has violated a material term of this Business
Associate Agreement. DSHS may, at its sole option, offer Business Associate an opportunity to cure
a violation of this Business Associate Agreement before exercising a termination for cause.
i. Consent to Audit. Business Associate shall give reasonable access to PHI, its internal practices,
records, books, documents, electronic data and/or all other business information received from, or
created or received by Business Associate on behalf of DSHS, to the Secretary of DHHS and/or to
DSHS for use in determining compliance with HIPAA privacy requirements.
j. Obligations of Business Associate Upon Expiration or Termination. Upon expiration or termination of
this Contract for any reason, with respect to PHI received from DSHS, or created, maintained, or
received by Business Associate, or any Subcontractors, on behalf of DSHS, Business Associate
shall:
(1) Retain only that PHI which is necessary for Business Associate to continue its proper
management and administration or to carry out its legal responsibilities;
(2) Return to DSHS or destroy the remaining PHI that the Business Associate or any Subcontractors
still maintain in any form;
(3) Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 (Security
Standards for the Protection of Electronic Protected Health Information) with respect to
Electronic Protected Health Information to prevent Use or disclosure of the PHI, other than as
provided for in this Section, for as long as Business Associate or any Subcontractors retain the
PHI;
(4) Not Use or disclose the PHI retained by Business Associate or any Subcontractors other than for
the purposes for which such PHI was retained and subject to the same conditions set out in the
"Use and Disclosure of PHI" section of this Contract which applied prior to termination; and
(5) Return to DSHS or destroy the PHI retained by Business Associate, or any Subcontractors, when
it is no longer needed by Business Associate for its proper management and administration or
to carry out its legal responsibilities.
k. Survival. The obligations of the Business Associate under this section shall survive the termination
or expiration of this Contract.
5. Individual Rights
a. Accounting of Disclosures.
(1) Business Associate shall document all disclosures, except those disclosures that are exempt
under 45 CFR 164.528, of PHI and information related to such disclosures.
18
(2) Within ten (10) business days of a request from DSHS, Business Associate shall make available
to DSHS the information in Business Associate's possession that is necessary for DSHS to respond
in a timely manner to a request for an accounting of disclosures of PHI by the Business Associate.
See 45 CFR 164.504(e)(2)(ii)(G) and 164.528(b)(1).
(3) At the request of DSHS or in response to a request made directly to the Business Associate by
an Individual, Business Associate shall respond, in a timely manner and in accordance with HIPAA
and the HIPAA Rules, to requests by Individuals for an accounting of disclosures of PHI.
(4) Business Associate record keeping procedures shall be sufficient to respond to a request for an
accounting under this section for the six (6) years prior to the date on which the accounting was
requested.
b. Access
(1) Business Associate shall make available PHI that it holds that is part of a Designated Record Set
when requested by DSHS or the Individual as necessary to satisfy DSHS's obligations under 45 CFR
164.524 (Access of Individuals to Protected Health Information).
(2) When the request is made by the Individual to the Business Associate or if DSHS asks the
Business Associate to respond to a request, the Business Associate shall comply with requirements
in 45 CFR 164.524 (Access of Individuals to Protected Health Information) on form, time and manner
of access. When the request is made by DSHS, the Business Associate shall provide the records to
DSHS within ten (10) business days.
c. Amendment.
(1) If DSHS amends, in whole or in part, a record or PHI contained in an Individual's Designated
Record Set and DSHS has previously provided the PHI or record that is the subject of the
amendment to Business Associate, then DSHS will inform Business Associate of the amendment
pursuant to 45 CFR 164.526(c)(3) (Amendment of Protected Health Information).
(2) Business Associate shall make any amendments to PHI in a Designated Record Set as directed
by DSHS or as necessary to satisfy DSHS's obligations under 45 CFR 164.526 (Amendment of
Protected Health Information).
6. Subcontracts and other Third Party Agreements. In accordance with 45 CFR 164.502(e)(1)(ii),
164.504(e)(1)(i), and 164.308(b)(2), Business Associate shall ensure that any agents, Subcontractors,
independent contractors or other third parties that create, receive, maintain, or transmit PHI on Business
Associate's behalf, enter into a written contract that contains the same terms, restrictions, requirements,
and conditions as the HIPAA compliance provisions in this Contract with respect to such PHI. The same
provisions must also be included in any contracts by a Business Associate's Subcontractor with its own
business associates as required by 45 CFR 164.314(a)(2)(b) and 164.504(e)(5).
7. Obligations. To the extent the Business Associate is to carry out one or more of DSHS's obligation(s)
under Subpart E of 45 CFR Part 164 (Privacy of Individually Identifiable Health Information), Business
Associate shall comply with all requirements that would apply to DSHS in the performance of such
obligation(s).
8. Liability. Within ten (10) business days, Business Associate must notify DSHS of any complaint,
enforcement or compliance action initiated by the Office for Civil Rights based on an allegation of
violation of the HIPAA Rules and must inform DSHS of the outcome of that action. Business Associate
bears all responsibility for any penalties, fines or sanctions imposed against the Business Associate for
violations of the HIPPA Rules and for any imposed against its Subcontractors or agents for which it is
found liable.
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9. Breach Notification
a. In the event of a Breach of unsecured PHI or disclosure that compromises the privacy or security of
PHI obtained from DSHS or involving DSHS clients, Business Associate will take all measures
required by state or federal law.
b. Business Associate will notify DSHS within one (1) business day by telephone and in writing of any
acquisition, access, Use or disclosure of PHI not allowed by the provisions of this Contract or not
authorized by HIPAA Rules or required by law of which it becomes aware which potentially
compromises the security or privacy of the Protected Health Information as defined in 45 CFR
164.402 (Definitions).
c. Business Associate will notify the DSHS Contact shown on the cover page of this Contract within one
(1) business day by telephone or e-mail of any potential Breach of security or privacy of PHI by the
Business Associate or its Subcontractors or agents. Business Associate will follow telephone or e-
mail notification with a faxed or other written explanation of the Breach, to include the following: date
and time of the Breach, date Breach was discovered, location and nature of the PHI, type of Breach,
origination and destination of PHI, Business Associate unit and personnel associated with the
Breach, detailed description of the Breach, anticipated mitigation steps, and the name, address,
telephone number, fax number, and e-mail of the individual who is responsible as the primary point
of contact. Business Associate will address communications to the DSHS Contact. Business
Associate will coordinate and cooperate with DSHS to provide a copy of its investigation and other
information requested by DSHS, including advance copies of any notifications required for DSHS
review before disseminating and verification of the dates notifications were sent.
d. If DSHS determines that Business Associate or its Subcontractor(s) or agent(s) is responsible for a
Breach of unsecured PHI:
(1) requiring notification of Individuals under 45 CFR § 164.404 (Notification to Individuals), Business
Associate bears the responsibility and costs for notifying the affected Individuals and receiving and
responding to those Individuals' questions or requests for additional information;
(2) requiring notification of the media under 45 CFR § 164.406 (Notification to the media), Business
Associate bears the responsibility and costs for notifying the media and receiving and responding to
media questions or requests for additional information;
(3) requiring notification of the U.S. Department of Health and Human Services Secretary under 45
CFR § 164.408 (Notification to the Secretary), Business Associate bears the responsibility and costs
for notifying the Secretary and receiving and responding to the Secretary's questions or requests for
additional information; and
(4) DSHS will take appropriate remedial measures up to termination of this Contract.
10. Miscellaneous Provisions.
a. Regulatory References. A reference in this Contract to a section in the HIPAA Rules means the
section as in effect or amended.
b. Interpretation. Any ambiguity in this Contract shall be interpreted to permit compliance with the
HIPAA Rules
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EXHIBIT D
DSHS/DBHR DATA SECURITY REQUIREMENTS
1. Definitions. The words and phrases listed below, as used in this Exhibit, shall each have the following
definitions:
a. "Authorized User(s)" means an individual or individuals with an authorized business requirement to
access DSHS Confidential Information.
b. "Hardened Password" means a string of at least eight characters containing at least one alphabetic
character, at least one number and at least one special character such as an asterisk, ampersand
or exclamation point.
c. "Unique User ID" means a string of characters that identifies a specific user and which, in
conjunction with a password, passphrase or other mechanism, authenticates a user to an
information system.
2. Data Transport. When transporting DSHS Confidential Information electronically, including via email,
the Data will be protected by:
a. Transporting the Data within the (State Governmental Network) SGN or Contractor's internal
network, or;
b. Encrypting any Data that will be in transit outside the SGN or Contractor's internal network. This
includes transit over the public Internet.
3. Protection of Data. The Contractor agrees to store Data on one or more of the following media and
protect the Data as described:
a. Hard disk drives. Data stored on local workstation hard disks. Access to the Data will be
restricted to Authorized User(s) by requiring logon to the local workstation using a Unique User ID
and Hardened Password or other authentication mechanisms which provide equal or greater
security, such as biometrics or smart cards.
b. Network server disks. Data stored on hard disks mounted on network servers and made available
through shared folders. Access to the Data will be restricted to Authorized Users through the use of
access control lists which will grant access only after the Authorized User has authenticated to the
network using a Unique User ID and Hardened Password or other authentication mechanisms
which provide equal or greater security, such as biometrics or smart cards. Data on disks mounted
to such servers must be located in an area which is accessible only to authorized personnel, with
access controlled through use of a key, card key, combination lock, or comparable mechanism.
For DSHS Confidential Information stored on these disks, deleting unneeded Data is sufficient as
long as the disks remain in a Secured Area and otherwise meet the requirements listed in the
above paragraph. Destruction of the Data as outlined in Section 5. Data Disposition may be
deferred until the disks are retired, replaced, or otherwise taken out of the Secured Area.
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c. Optical discs (CDs or DVDs) in local workstation optical disc drives. Data provided by DSHS
on optical discs which will be used in local workstation optical disc drives and which will not be
transported out of a Secured Area. When not in use for the contracted purpose, such discs must be
locked in a drawer, cabinet or other container to which only Authorized Users have the key,
combination or mechanism required to access the contents of the container. Workstations which
access DSHS Data on optical discs must be located in an area which is accessible only to
authorized personnel, with access controlled through use of a key, card key, combination lock, or
comparable mechanism.
d. Optical discs (CDs or DVDs) in drives or jukeboxes attached to servers. Data provided by
DSHS on optical discs which will be attached to network servers and which will not be transported
out of a Secured Area. Access to Data on these discs will be restricted to Authorized Users through
the use of access control lists which will grant access only after the Authorized User has
authenticated to the network using a Unique User ID and Hardened Password or other
authentication mechanisms which provide equal or greater security, such as biometrics or smart
cards. Data on discs attached to such servers must be located in an area which is accessible only
to authorized personnel, with access controlled through use of a key, card key, combination lock, or
comparable mechanism.
e. Paper documents. Any paper records must be protected by storing the records in a Secured Area
which is only accessible to authorized personnel. When not in use, such records must be stored in
a locked container, such as a file cabinet, locking drawer, or safe, to which only authorized persons
have access.
f. Remote Access. Access to and use of the Data over the State Governmental Network (SGN) or
Secure Access Washington (SAW) will be controlled by DSHS staff who will issue authentication
credentials (e.g. a Unique User ID and Hardened Password) to Authorized Users on Contractor
staff. Contractor will notify DSHS staff immediately whenever an Authorized User in possession of
such credentials is terminated or otherwise leaves the employ of the Contractor, and whenever an
Authorized User's duties change such that the Authorized User no longer requires access to
perform work for this Contract.
g. Data storage on portable devices or media.
(1) Except where otherwise specified herein, DSHS Data shall not be stored by the Contractor on
portable devices or media unless specifically authorized within the terms and conditions of the
Contract. If so authorized, the Data shall be given the following protections:
(a) Encrypt the Data with a key length of at least 128 bits
(b) Control access to devices with a Unique User ID and Hardened Password or stronger
authentication method such as a physical token or biometrics.
(c) Manually lock devices whenever they are left unattended and set devices to lock
automatically after a period of inactivity, if this feature is available. Maximum period of
inactivity is 20 minutes.
Physically Secure the portable device(s) and/or media by
(d) Keeping them in locked storage when not in use
(e) Using check-in/check-out procedures when they are shared, and
(f) Taking frequent inventories
(2) When being transported outside of a Secured Area, portable devices and media with DSHS
Confidential Information must be under the physical control of Contractor staff with authorization
to access the Data.
(3) Portable devices include, but are not limited to; smart phones, tablets, flash memory devices
(e.g. USB flash drives, personal media players), portable hard disks, and
laptop/notebook/netbook computers if those computers may be transported outside of a
Secured Area.
(4) Portable media includes, but is not limited to; optical media (e.g. CDs, DVDs), magnetic media
(e.g. floppy disks, tape), or flash media (e.g. CompactFlash, SD, MMC).
h. Data stored for backup purposes
(1) DSHS data may be stored on portable media as part of a Contractor's existing, documented
backup process for business continuity or disaster recovery purposes. Such storage is
authorized until such time as that media would be reused during the course of normal backup
operations. If backup media is retired while DSHS Confidential Information still exists upon it,
such media will be destroyed at that time in accordance with the disposition requirements in
Section 5. Data Disposition
(2) DSHS Data may be stored on non-portable media (e.g. Storage Area Network drives, virtual
media, etc.) as part of a Contractor's existing, documented backup process for business
continuity or disaster recovery purposes. If so, such media will be protected as otherwise
described in this exhibit. If this media is retired while DSHS Confidential Information still exists
upon it, the data will be destroyed at that time in accordance with the disposition requirements in
Section 5. Data Disposition.
4. Data Segregation.
a. DSHS Data must be segregated or otherwise distinguishable from non-DSHS data. This is to
ensure that when no longer needed by the Contractor, all DSHS Data can be identified for return or
destruction. It also aids in determining whether DSHS Data has or may have been compromised in
the event of a security breach. As such, one or more of the following methods will be used for data
segregation.
b. DSHS Data will be kept on media (e.g. hard disk, optical disc, tape, etc.) which will contain no
non-DSHS data. And/or,
c. DSHS Data will be stored in a logical container on electronic media, such as a partition or folder
dedicated to DSHS Data. And/or,
d. DSHS Data will be stored in a database which will contain no non-DSHS data.And/or,
e. DSHS Data will be stored within a database and will be distinguishable from non-DSHS data by the
value of a specific field or fields within database records.
f. When stored as physical paper documents, DSHS Data will be physically segregated from non-
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DSHS data in a drawer, folder, or other container.
g. When it is not feasible or practical to segregate DSHS Data from non-DSHS data, then both the
DSHS Data and the non-DSHS data with which it is commingled must be protected as described
in this exhibit.
5. Data Disposition. When the contracted work has been completed or when no longer needed, except
as noted in Section 3. Protection of Data b. Network Server Disks above, Data shall be returned to
DSHS or destroyed. Media on which Data may be stored and associated acceptable methods of
destruction are as follows:
Data stored on: Will be destroyed by:
Server or workstation hard disks, or Using a "wipe" utility which will overwrite the Data at
least three (3) times using either random or single
Removable media (e.g. floppies, USB flash drives, character data, or
portable hard disks) excluding optical discs
Degaussing sufficiently to ensure that the Data
cannot be reconstructed, or
Physically destroying the disk
Paper documents with sensitive or Confidential Recycling through a contracted firm provided the
Information contract with the recycler assures that the
confidentiality of Data will be protected.
Paper documents containing Confidential Information On-site shredding, pulping, or incineration
requiring special handling (e.g. protected health
information)
Optical discs (e.g. CDs or DVDs) Incineration, shredding, or completely defacing the
readable surface with a coarse abrasive
Magnetic tape Degaussing, incinerating or crosscut shredding
6. Notification of Compromise or Potential Compromise. The compromise or potential compromise of
DSHS shared Data must be reported to the DSHS Contact designated in the Contract within one (1)
business day of discovery. If no DSHS Contact is designated in the Contract, then the notification must
be reported to the DSHS Privacy Officer at dshsprivacyofficer@dshs.wa.gov. Contractor must also
take actions to mitigate the risk of loss and comply with any notification or other requirements imposed
by law or DSHS.
7. Data shared with Subcontractors. If DSHS Data provided under this Contract is to be shared with a
subcontractor, the Contract with the subcontractor must include all of the data security provisions within
this Contract and within any amendments, attachments, or exhibits within this Contract. If the
Contractor cannot protect the Data as articulated within this Contract, then the contract with the sub-
Contractor must be submitted to the DSHS Contact specified for this contract for review and approval.
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