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HomeMy WebLinkAbout2019/10/01 - Regular Packet BOARD OF MASON COUNTY COMMISSIONERS DRAFT MEETING AGENDA Commission Chambers — 9:00 a.m. 411 North Fifth Street, Shelton WA 98584 October 1, 2019 1. Call to Order 2. Pledge of Allegiance 3. Roll Call 4. Correspondence and Organizational Business 4.1 Correspondence 5. Open Forum for Citizen Input (3 minutes per person, 15 minutes time limit) If you wish to address the Commission, raise your hand to be recognized by the Chair. When you have been recognized, please step up to the microphone and give your name and address before your comments.The Mason County Commission is committed to maintaining a meeting atmosphere of mutual respect and speakers are encouraged to honor this principle. 6. Adoption of Agenda Items appearing on the agenda after"Item 10. Public Hearings", may be acted upon before 9:15 a.m. 7. Approval of Minutes — September 16, 2019 Briefing Minutes 8. Approval of Action Agenda: All items listed under the"Action Agenda"may be enacted by one motion unless a Commissioner or citizen requests an item be removed from the Action Agenda and considered as a separate item. 8.1 Approval of a contract with CTG Security Electronics for maintenance on electronics, including intercoms, closed circuit television systems, LAN communication devices, and door locks at the jail. 8.2 Approval to call for a Request for Proposals (RFP) for County Fleet Leasing and Maintenance Services. Proposals must be received by 5 p.m. on October 22, 2019. 8.3 Approval of Warrants &Treasure Electronic Remittances Claims Clearing Fund Warrant #s $ Direct Deposit Fund Warrant #s 62229-62624 $ 716,428.68 Salary Clearing Fund Warrant #s 7004703-7004729 $ 502,210.95 8.4 Approval to set a hearing on October 22, 2019 at 6:15 p.m. to consider amendments to Title 16. 8.5 Approval of contract #K3929 between Mason County Health and Washington State Health Care Authority to support work in the community on substance abuse and marijuana use and prevention. 8.6 Approval of a Private Line Occupancy Permit granting permission to run utility lines under and across North Shore Road for parcel 32224-50-00026 (10811 North Shore Rd.) Agendas are subject to change,please contact the Commissioners'office for most recent version. This agenda was last printed on 09/26/19 10:36 AM. If special accommodations are needed,contact the Commissioners'office at ext.419,Shelton#360-427-9670;Belfair #275-4467,Elma#482-5269. MASON COUNTY COMMISSIONERS' MEETING AGENDA October 1, 2019—PAGE 2 9. Other Business (Department Heads and Elected Officials) 10. 9:15 a.m. Public Hearings and Items Set for a Certain Time 10.1 Public Hearing to consider adoption of a Public Benefit Rating System (PBRS) in place of the current Open Space Program. This hearing is continued from July 16, 2019. Staff: Kell Rowen 11. Board's Reports and Calendar 12. Adjournment J:\AGENDAS\2019\2019-10-01 REG.doc MASON COUNTY TO: BOARD OF MASON COUNTY COMMISSIONERS Reviewed: FROM: Jennifer Giraides Ext. 380 DEPARTMENT: Support Services Action Agenda DATE: October 1, 2019 No. 4.1 ITEM: Correspondence 4.1.1 Chauffeurs, Teamsters & Helpers Union Local No. 252 sent in Notice of Contract Opening for Mason County Community & Family Health. 4.1.2 Beverly Pittman sent in a letter concerning the Belfair Area. 4.1.3 David Dally sent in an application for Mason County Historic Preservation Commission. 4.1.4 Western Conference of Teamsters Pension Trust sent in Labor Agreement. Attachments: Originals on file with the Clerk of the Board. rn me w�nurut.,tavnai uu,Lew IN,-d"'n,i nu IN(0[ IF mat purnun m raauc otomy norm ut a ztraignt nne mane oy extemmng the nortn oounuary nne of namaKum L-ounty west to the racurc ucean. cc: CMMRS Neatherlin, Shutty&Trask Clerk � gSE�7 ?UI 1oA1f1 .NEikT A unj, I TRAvEL REGv r41e t N�o �ELf=At� uR rJ GRoss APCA: IbT(cc , CPowi J- _CoLLEc irnn OF WstTR,kic et (was emi_pRE-as cis t bucREFE Ncers 4rip W T fries $c f4 sm(4,L Vt L.L,4 GROw r ns& 4T or A LAIZ-C /2E/J- L / o7 inW 0A1 t'T(L a-644-. f - su u t, Luc Tb( cA4#2,S AAT J4< sPi-RKED 4Rib4AJD1 t 4, a-`l- 141 s G-H T nICAr Td r ac rvl 1-i D L'T' P T [ 73EA rFtc*ro o �EL R- sieuo!ssiwwoo kuno3 uosu 6tOZ d3S 3 N 3J )d, e 109 1),--Lazto.0 14 6 'rVi- 111 77 'tom • <WV (9 --qLo1‘ a 1 a I 's .d '9 c c cad (L9 h uc9 tos J o_L wc yJ -J_J, -7 s1LCPZiaQ vrQh -9N _ h Jd r7 33ddif 1. •dn z►f* ' can r.tp'i_ , s SJIC 1D/ci nS 21 V l •JC2(77 _9 7c1 A* cl n N'1V cc: CMMRS Neatherlin, Shutty&Trask I V E D Clerk SEP 2 3 2019 Mason County ax- Commissioners Mason County Historic Preservation Commission David P. Dally ' r k, ;_ 360. OJORt<r^^".Tri 360. Shelton E-r+A11_ DavidD_TWI@msn.com ._..a.R.VICErUPLOY iEP; (IF.N _REI) Mason County Historical Soci' ' Treasurer _OMPAN Tremaine-West, Inc. 23 years _ McComb Way Road Maintenance Association President Elks,Shelton MCHS Annual Car Show v� ,3± ±e: 10 ± ;i t a r2c ;, n±rfiktee of GOLI-IJI f: r 011`11Cr o. Identify and encourage the preservation of Mason County's historic resources. v�. .�i rie 6"<11!>do you v is;±io offer tile. Eoar-, Curn;niltee o•-council') 50 years experience in IT and Credit Union IT,small business owner. Amateur genealogist,high interest in history,and pride in my community. ------....._. Good MSOffice skills,advanced IT skills,honed analytical approach uSi any financial, professional, or voluntary affillakian vthich may inf'uenc1 or a f-ct ,oui Peale=�rnier�iial ccnf6ct of interest} Treasurer,Mason County Historical Society.I will recuse myself from any votes that involve or could potentially involve the NCHS. ii. .i_,t,.,r,rdepend&n,Lipon Ate'±tdrig• cieftafn(lainings fnade ava±lanle by;hz� a lid:, Jri.!±lg'EgE:,.. Cp rl!c-Meetings Act ano Public Records) The traindngs would M::at no r: t r ,ol.± "Vo1j d w,. r'±^ings7 Y" hi is cafe you give to this pusq:vn,- 1 ID i l (_L. %-I IV 11 V11%.I II—,—....1 ------I -- Clerk ) Pv-.-Vn MON Western Conference of Teamsters Pension Trust An Employer-Employee Jointly Administered Pension Plan - Founded 1955 Northern California Administrative Office RECEIVED 1000 Marina Blvd, Ste 400 Brisbane,California 94005-1841 (650)570-7300 SEP 2 4 20A (650)578-8498 Fax Mason County September 19, 2019 Commissioners Randy Neatherlin, Commissioner Russ Walpole, Secretary-Treasurer Mason County Teamsters Local Union No. 252 PO Box 400 217 East Main Street Shelton WA 98584 Centralia WA 98531-4449 RE: Labor Agreement effective January 1,2019 through December 31, 2021 Employer#412065 Contract# MAPMC To the Bargaining Parties: Your collective bargaining agreement effective January 1, 2019 through December 31, 2021 has been accepted by the Western Conference of Teamsters Pension Trust. The Trust's records have been updated with the relevant information from the new agreement. We have on file your jointly signed Employer-Union Pension Certification (E-U) binding the parties to the Agreement and Declaration of Trust and Pension Plan. The terms of the E-U apply to the new agreement and are perpetual in nature. The obligation to contribute to the Trust Fund will remain in effect beyond expiration of the labor agreement. If you should have any questions concerning this matter, do not hesitate to contact our office. Sincerely, Judie Harris -- - -- — - Manager Pension Administrative Office JH/sp 0csidw50 BOARD OF MASON COUNTY COMMISSIONERS' BRIEFING MINUTES Mason County Commission Chambers,411 North 5th Street,Shelton,WA Week of September 16,2019 Monday,September 16,2019 9:00 A.M. Support Services—Frank Pinter Commissioners Shutty,Trask and Neatherlin were in attendance. • The Board approved placing the Criminal Justice Treatment Account(CJTA)contract for July 1,2019-June 30,2020 on the agenda for approval. • The Board had no agenda items for October 7 Elected Official/Director meeting and Diane will reach out to elected officials and directors to see if they have items. If not, Diane will use that time for 2020 budget workshops. • News Release to solicit for Civil Service candidates will be issued. • Ross presented the CTG Service Agreement quote for the Jail control panel&Jail doors. The Board requested staff research to see if there are additional vendors and brief again next week. • Request to call for proposals for County facility cleaning contract was approved to move to the agenda. • Jennifer reviewed the August Financial Statements. • Criminal Justice Study(joint with Grays Harbor County). The Executive Committee members will include Cmmr. Shutty,Judge Steele, Sheriff Salisbury and/or Chief Hanson and a Superior Court Judge. • Proposed Memorandum of Agreement with City of Shelton regarding annexation. Frank will meet with the City and bring back for additional briefing. • Cmmr. Shutty brought forward information on the Pacific Mountain Work Source GADGET program(subsidized internship). Dawn with check with the City of Olympia to see how they are using the program. Cmmr.Neatherlin pointed out that the north end of the county has had a lack of service from Pac Mountain. Staff will brief this again. 9:30 A.M. Economic Development Council—Jennifer Baria Commissioners Shutty,Trask and Neatherlin were in attendance. • Jennifer presented the proposed 2019-2020 CEDS list. She stated the Port of Allyn submitted three projects last week and Jennifer will work with the Port to bring these projects forward.Cmmr.Shutty asked Jennifer to contact Dave Windom regarding a mobile home park on Shelton Springs(Evergreen Mobile Home Park)that needs water/sewer infrastructure to add to the CEDS list. The City may have a late comers agreement to bring forward. Jennifer will reach out to the Port of Allyn,Windom and the City and will email any information to the Commissioners. • Jennifer presented a Scope of Work for a 2020 Shared Legislative Agenda.Cmmr. Neatherlin requested information on how this would be funded. He noted a proposal was submitted in 2019. Jennifer stated the City is willing to split the cost 50/50. Troy Nichols is the City lobbyist. She believes the cost for work beyond the City's scope is $20K for the lobbyist. Cmmr.Neatherlin wants this project to be EDC driven and in the proposal that was submitted last year,the County's financial contribution decreases over time. Cmmr. Shutty agreed that he wants the EDC to drive a regional approach for legislative affairs;he wants to use the EDC as a conduit to get the projects done and this conversation has gone on for over a year. Cmmr. Shutty voiced frustration that we will miss out on another legislative session. • Jennifer reported she has been meeting with a hotelier. The opportunity zone can cross over to the county parcel. EDC has also had conversation with Hall Equities and they have done a small feasibility study for their parcel. • EDC has also been meeting with a pellet manufacturer and are touring eligible sites. • EDC continues to work with The Ridge on their outdoor event center. The County's 100 acres is commercial long term forest land and they need to find a parcel to swap. Mason County Commissioners' Briefing Meeting Minutes September 16,2019 • The EDC Board has open positions. 9:45 A.M. Community Services—Dave Windom Commissioners Shutty,Trask and Neatherlin were in attendance. • Amendment 10 to Consolidated Contract was presented for an increase of$205,406 and the 2019 budget impact has been budgeted. Approved to move forward. • There are two Environmental Health Specialist positions open and they will post to fill. • Dave presented population projection information which shows a flat increase. • Evergreen Mobile Home Park—Dave stated they could receive Salmon Recovery Funds to hook up with City utilities and retire the wells so is not sure it should be on the CEDS list. Dave will work with Jennifer at EDC. • Presented the weekly building permit report. 10:00 A.M. BREAK 10:05 A.M. Sheriffs Office Commissioners Shutty,Trask and Neatherlin were in attendance. • Undersheriff Travis stated the Sheriff s Office reviewed internal policies this year and the impact of the 2017 budget cuts and today they are bringing forward a proposal to mitigate the high liability areas.The two things to consider—adding an Administrative Sergeant and Taser replacement. They have capacity in 2019 salaries/benefits budgets and would like to use this in operations. • Sheryl reported she is projecting$500K in unexpended salaries/benefits due to eight positions open and hiring some positions at lower steps resulting in savings.She also projects overspending$250K in operations due to purchasing computers and bullet proof vests;higher MGH medical cost,which is currently$72K overspent;inmate medical transport is$11K higher,and jail food services bills from 2017 and 2018 in the amount of $45K had to be paid. They also will have$120K from the school contract coming in. Cmmr.Neatherlin noted the jail food contract was changed that resulted in a savings and the Sheriffs office was allowed to spend that savings. Then the food contract cost higher than anticipated and that cost was covered and he questioned these bills. Sheryl stated these are bills that were never paid. • Chief Spurling explained the reasons to add the mid-level management position of Administrative Sergeant due to the many programs that need management. Cmmr. Neatherlin clarified this would be a new position,at approximate cost of$105-$110K in 2020. Discussion of why the request is for an Administrative Sergeant and not a Lieutenant. • Deputy Gaynor presented information on options for new Tasers. Their Tasers are 5 to 12 years old and are failing. The new technology was explained and Tasers cause less injuries than other options. Deputy Gaynor did a demonstration of the Taser. The total cost is$324,453.81 and can be paid in five payments. • Undersheriff shared purchases they need to make that include polygraph equipment, patrol car laptops,ammunition,decibel meters,uniform replacement,and various software. • Cmmr.Neatherlin expressed support of the Taser program but wants to make sure it doesn't cause a budget shortfall at end of the year.Cmmr.Shutty also supports the Taser program and then review budget later in year. The Board agreed to move unexpended salary/benefits budget to operating and move forward with purchasing new Tasers. The Board went into executive session for potential litigation from 11:10 a.m.to 11:25 a.m.with Tim Whitehead. Also in attendance were Loretta Swanson and Diane Sheesley. Mason County Commissioners' Briefing Meeting Minutes September 16,2019 11:25 A.M. Public Works—Loretta Swanson Utilities&Waste Management Commissioners Shutty,Trask and Neatherlin were in attendance. • Loretta reported that the plans for the salt storage shed should meet their needs for some time and will also provide space for a patch shed. • Discussion of road improvements in Belfair. 11:35 A.M. Public Works/Belfair Sewer—Loretta Swanson Commissioners Shutty,Trask and Neatherlin were in attendance. • Presentation of information for four potential alternatives for expansion of the Belfair Sewer from Kennedy/Jenks Consultants. • Loretta shared information on potential impacts to the project if packaged with WSDOT Connector project. • Cmmr.Neatherlin doesn't support teaming up with WSDOT except to take advantage of the right-of-way; regarding Alternative#4—he noted there are no contracts or agreements with Kitsap County; Cmmr.Neatherlin suggested changes to the route,to the west side of the Connector Road,and this was discussed. He commented on the other alternatives. • The consultant stressed the need to identify service areas and how to provide service. He noted the current sewer system has capacity. • Cmmr. Shutty commented that Alternative 4 offers the most flexibility and meets what was discussed with the legislature. • There was discussion on possible scenarios and development. The Board recessed at 12:45 p.m. 2:00 P.M. Revisit ER&R and Enterprise Lease Proposal—Frank Pinter/Loretta Swanson/Diane Sheesley Commissioners Shutty,Trask and Neatherlin were in attendance. • Frank presented a PowerPoint laying out the options for the Equipment Rental& Revolving Process and Fund. • Options include remain at status quo;create a Current Expense motor pool;move the ER&R management directly under the Commission;pursue a vehicle leasing option via a RFP. • If ER&R remains status quo,the 2020 Current Expense total cost is$1,644,000. • The impacts were reviewed if a Current Expense motor pool was created or the ER&R management was placed directly under the Board and both options including adding Current Expense staff. • The leasing option impacts were also reviewed which include issuing a request for proposals,adding a.5TE to Facilities to manage vehicle movement logistics and moving a Maintenance Level III FTE to a Maintenance Level IV to allow the Facilities Manager to do the fleet management;it would increase Utilities,Solid Waste and Roads ER&R costs by between$270K TO$300K if Current Expense pulled out of the ER&R. • Diane Sheesley noted that ER&R vehicle costs have not been trued up for past 4 years; Frank stated the preliminary truing up of numbers resulted in approximately$200K positive to Current Expense. The$900K MCSO vehicle replacement number in the ER&R budget was provided by the Sheriffs office. • Logistics of taking vehicles to various service locations and radio upfit/repairs was discussed. Frank stated Day Radio Service is willing to enter into a contract to come to the County. There are various mechanic shops in Mason County that are contracted with Enterprise Leasing that could provide service for mechanical problems and/or oil changes. • Undersheriff Adams shared how the vehicle leasing has worked for his office. They take their vehicles to a local shop for service,which is typically routine service because the vehicles are newer so they don't have many mechanical problems. Mason County Commissioners'Briefing Meeting Minutes September 16,2019 • Approximate cost to lease is$712,000 plus staff cost of about$50,000. Benefits include having new vehicles that could result in lower maintenance and fuel costs. • Frank stated the County has the ability,in certain years,to levy shift excess capacity from the Roads budget to purchase vehicles. • If leased,the County would have to purchase/repair vehicles in the event a vehicle is damaged and that was considered in estimating the direct cost estimates. In ER&R, replacement funding is available. • Indirect cost would be shifted to utilities which would further impact those budgets.Car wash services would also have to be considered if vehicles are leased. There is also a downtown fuel station that could continue to be used or go to Enterprise fuel cards. • Cmmr.Shutty noted that entering into a lease does lock the County into purchasing new vehicles,which is needed. He does not believe a levy shift would be sustainable. • Next steps-brief the Request for Proposal for leased vehicles on Monday;Cmmr. Neatherlin requested Frank to check if the service vendor contracts are with Enterprise or with the County and how are they billed. • If Current Expense vehicles are no longer in ER&R,Public Works suggested that staff time could be reallocated to other projects. Respectfully submitted, Diane Zoren,Administrative Services Manager BOARD OF MASON COUNTY COMMISSIONERS Kevin Shutty Randy Neatherlin Sharon Trask Chair Commissioner Commissioner Attachment A MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Ross McDowell Action Agenda _X_ Public Hearing Other DEPARTMENT: Information Technology EXT: 806 COMMISSION MEETING DATE: 10-01-2019 Agenda Item # Commissioner staff to Com tete BRIEFING DATE: 09-16-2019 and 09-23-2019 BRIEFING PRESENTED BY: Ross McDowell [] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency: ITEM: CTG Service Agreement quote BACKGROUND: Between 2014 and 2016, the jail received significant improvements including a new roof, new control system, and comprehensive update of the mechanical systems in the building. On July 25, 2019, I had a face-to-face meeting with Bob Ellis, CFO for CTG at my office. I informed him of my previous attempts to receive a maintenance agreement quote from his company. He stated that he would develop a proposal and send it to me for our review. On August 29, 2019, I received a Managed Service Agreement (MSA) proposal from Bob Ellis, CFO for CGT Security Electronics. The systems covered under this agreement: 1. Detention electronics, including PLC's, Touchscreen, Harding intercoms, CCN system, relays, and associated power supplies and LAN communications devices 2. Detention door locks (96) Of the three proposed options the BOCC choose proposal option for full service MSA on specified security electronics (CTG shall provide complete labor and materials to service and maintain the specified systems and provide routine and/or emergency repairs) $42,884 plus tax. Response time was a critical factor in the decision as well as twice a year routine maintenance included. H:AIT\MCSO\CTG\CTG Commission Agenda Item Summary 10-01-2019.doc Attachment A BUDGET IMPACTS: A yearly contract for full service maintenance is $42,884 plus applicable tax. RECOMMENDED ACTION: Approval of CTG Maintenance contract for full service MSA on specified security electronics. Allow the Chairman of the BOCC to sign the proposal contract. ATTACH M E NT(S): CTG Managed Services Agreement (MSA) proposal H:\IT\MCSO\CTG\CTG Commission Agenda Item Summary 10-01-2019.doc CTG EY[CELl£NCE N SE�VtG'E MANAGED SERVICES AGREEMENT (MSA) PROPOSAL The following is a proposal to provide managed services for the maintenance and repair of the Mason County Detention Facility, and owned by the County of Mason, WA, hereafter known as the Customer. CTG Security Electronics, hereafter known as CTG, shall provide the specified services as detailed hereafter in this proposal. CTG shall provide the following managed services: Full Service MSA on specified Security Electronics: Under this proposal, CTG shall provide complete labor and materials to service and maintain the specified systems, in accordance with industry standards and manufacturer's instructions. Work shall be accomplished with staff that is familiar with, and where possible, trained upon, the specified systems. The labor shall be employed to provide routine and emergency repairs, preventative maintenance, and staff training as detailed herein. PM routines on electronics will be performed twice a year. Materials included shall be sufficient to replace failed components, and accommodate the necessary preventative maintenance procedures. Components that are damaged by outside causes such as vandalism, riot, acts of God, war, etc. are not included, and will be repaired on a time and material basis. Replacement components shall be new, if available, and of the latest manufacture. All labor costs include travel time, vehicle and air fare, and per diem. Response time for failures of a critical nature are as follows: Telephone response: 2 hours, on-site: 24 hours. Non-critical failure response time shall be next business day for telephone response, and 5 business days for on-site service. Customers who have a MSA shall receive a 10% discount on labor, and priority scheduling for emergencies over customers who do not have a MSA. Total investment: $42,884 plus any applicable sales taxes Or: Preventative Maintenance MSA only on specified Security Electronics: Under this proposal, CTG shall provide complete labor to perform preventative maintenance on the specified systems, in accordance with industry standards and manufacturer's instructions. Work shall be accomplished with staff that is familiar with, and where possible, trained upon, the specified systems. All consumable materials used in the cleaning, lubrication, and adjustment of the components shall be included herein. Labor and materials to repair failed or poorly operating equipment is not included, and will be repaired on a time and material basis. PM on security electronics will be performed twice a year. All labor costs include travel time, vehicle and air fare, and per diem charges. Customers who have a MSA shall receive a 10% discount on labor, and priority scheduling for emergencies over customers who do not have a MSA. Total investment: $21,001, plus any applicable sales taxes. CTG Security Electronics LLC 420 N.Lake Road,Spokane Valley,WA 99212 509.436.9060 Contractor's Licenses-WA:#CTGSESE857PM OR:#208976 MT:#224080 AK:#111247 Preventative Maintenance MSA on specified detention door locks: Under this proposal, CTG shall provide complete labor to perform preventative maintenance on the specified systems, in accordance with industry standards and manufacturer's instructions. Work shall be accomplished with staff that is familiar with, and where possible, trained upon, the specified systems. All consumable materials used in the cleaning, lubrication, and adjustment of the components shall be included herein. Labor and materials to repair failed or poorly operating equipment is not included, and will be repaired on a time and material basis. PM on detention door locks will be performed once a year. All labor costs include travel time, vehicle and air fare, and per diem charges. Customers who have a MSA shall receive a 10% discount on labor, and priority scheduling for emergencies over customers who do not have a MSA. Total investment: $20,175 plus any applicable sales taxes. SYSTEMS TO BE COVERED UNDER THIS AGREEMENT: 1. Detention electronics, including PLC's, Touchscreen, Harding intercoms, CCTV system, relays, and associated power supplies and LAN communications devices 2. Detention door locks (96). T&M LABOR RATES on work beyond the scope of this MSA: *Hourly Labor: $120.00 per hour *Per Diem Rate: $190.00 per day Vehicle Rate: $.90 per mile MSA RATES (10% discount) on work beyond the scope of this MSA: *Hourly Labor: $108.00 per hour Materials shall be discounted 10% under a signed MSA agreement. *The hourly labor rate pertains to work performed on-site, and to the actual travel time. Air Fare and rental cars shall be charged at actual cost plus 30%. Invoicing will occur at completion of work, or monthly, whichever is less. Net 30 days PROPOSAL ACCEPTED: CTG Security Electronics LLC BY: SUBMITTED BY: BOB ELLIS TITLE: CFO DATE: CTG Security Electronics LLC 420 N'Lake Road,Spokane Valley,WA 99212 509.436.9060 Contractor's Licenses—WA:#CTGSESE857PM OR:#208976 MT:#224080 AK:#111247 TERMS AND CONDITIONS OF SALE (Managed Services Agreement) 1. REMITTANCES All invoices shall be due and payable upon receipt in United States currency,free of exchange,collection,or any other charges,or as otherwise agreed upon and set forth in writing by CORRECTIONS TECHNOLOGY GROUP. (hereinafter called"Seller"). The Customer,if so requested agrees to furnish Seller with all information including financial statements, necessary to make a proper credit appraisal. Refusal to supply such information may cause this proposal to be withdrawn. Terms of payment originally granted are subject to the approval of continued credit status. Prices are subject to correction for error. 2. PROPOSALS Proposals are based upon straight-time labor. Any request by the Customer for overtime work shall be considered an extra. This Proposal expires 30 days after its date,subject to the provisions of the first sentence of the paragraph below entitled"Acceptance of Terms'. 3. PAYMENTS Seller will invoice Customer per the time period specified above,and the said invoices are due upon receipt by Customer. If the Customer becomes overdue in any payment,Seller shall be entitled to suspend work,shall be entitled to interest at the annual rate of 18%or the maximum permitted by the State of Washington and also to avail itself of any other legal remedies. Customer agrees that he will pay and/or reimburse Seller for any and all reasonable attorney's fees which are incurred by Seller in the collection of amounts due and payable hereunder. 4. CANCELLATION AND SUSPENSION Any contract resulting from this proposal is subject to cancellation or instructions to suspend work by the Customer only upon agreement to pay the Seller an adjustment charge. 5. TAXES The amount of any future sales,use,occupancy,excise,or other tax,federal,state,or local which Seller hereafter shall be obligated legally to pay,either on its own behalf or on behalf of the Customer or otherwise,with respect to the material covered by this proposal shall be added to such prices and paid by the Customer. 6. LOSS,DAMAGE,OR DELAY Seller shall not be liable for any loss,damage,or delay occasioned by any cause beyond Seller's control,including but not limited to governmental actions or orders,embargoes, strikes,differences with workmen,fires,floods,accidents,or transportation delays. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES.. 7. PURCHASER'S REMEDIES The Customer's remedies with respect to equipment found to be defective in material or workmanship shall be limited exclusively to the right or repair or replacement of such defective equipment. IN NO EVENT SHALL SELLER BE LIABLE FOR CLAIMS(BASED UPON BREACH OR IMPLIED WARRANTY)FOR ANY OTHER DAMAGES,WHETHER DIRECT,IMMEDIATE,FORESEEABLE, CONSEQUENTIAL,OR SPECIAL OR FOR ANY EXPENSES INCURRED BY REASON OF THE USE OR MISUSE OF EQUIPMENT WHICH DOES OR DOES NOT CONFORM TO THE TERMS AND CONDITIONS OF ANY CONTRACT RESULTING FROM THIS PROPOSAL. Seller assumes no responsibility of repairs made on Seller's equipment unless done by Seller's authorized personnel,or by written authority from Seller. Seller makes no guarantee with respect to material not manufactured by it. 8. PATENT INFRINGEMENT Seller will hold its Customer harmless from infringement of any United States patent covering equipment of its manufacture. This,of necessity,is limited to the equipment per se and cannot be extended to applications of such equipment in a system,except in writing by an officer of Seller. The Customer shall advise Seller immediately in the event any claims of infringement are brought to their attention. 9. GOVERNING LAW Any contract resulting from this proposal shall be governed by,construed,and enforced in accordance with the laws of the State of Washington. 10. CERTIFICATION The person whose signature appears on this proposal hereby certifies that,to his best knowledge and belief,the annexed proposal is not the result of any agreement,arrangement or understanding between the Seller and any other manufacturer or Seller of correctional electronic systems and that the prices,terms or conditions thereof have not been communicated by or on behalf of the Seller to any such person and will not be communicated to any such person prior to the receipt of said proposal. 11. ACCEPTANCE OF TERMS This proposal shall become a binding contract between the Customer and Seller when accepted in writing by the Customer and when subsequently approved in writing hereon by CORRECTIONS TECHNOLOGY GROUP,or by our written acceptance of your purchase order by CORRECTIONS TECHNOLOGY GROUP. Such acceptance shall be with the mutual understanding that the terms and conditions of this proposal are a part thereof with the same effect as though signed by both parties named herein and shall prevail over any inconsistent provision of said order. No waiver,alteration,or modification of the terms and conditions on this document shall be binding unless in writing and signed by an authorized representative of CORRECTIONS TECHNOLOGY GROUP. CTG Security Electronics LLC 420 N.Lake Road,Spokane Valley,WA 99212 509.436.9060 Contractor's Licenses—WA:#CTGSESE857PM OR:#208976 MT:#224080 AK:#111247 MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Frank Pinter Action Agenda x Public Hearing Other DEPARTMENT: Support Services EXT: 530 DATE: October 1, 2019 Agenda Item # g Commissioner staff to com tete BRIEFING DATE: September 23, 2019 BRIEFING PRESENTED BY: Support Services [ ] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency ITEM: Approval to Request for Proposals for County Fleet Leasing and Maintenance Service. Proposals must be received by 5 p.m. on October 22, 2019. Background: Mason County has conducted a thorough internal review of its Equipment Rental and Revolving (ER&R) process and is now seeking proposals for the ongoing leasing and fleet management services of vehicles for the Mason County General Fund Departments and the Mason County Sheriffs Office to include police pursuit vehicles and County white fleet needs. Budget Impacts: Leasing vehicles that are in the General Fund could reduce the cost per vehicle from $13,633 to $7,911 RECOMMENDED ACTION: Approval to Request for Proposals for County Fleet Leasing and Maintenance Service. Proposals must be received by 5 p.m. on October 22, 2019. Attachment(s): RFP Mason County Request for Proposals For a County Fleet Leasing and Maintenance Service 1. Summary and Background: Through this Request for Proposals (RFP) Mason County (County) is seeking the services of a well-qualified company (Vendor) to submit a proposal for the ongoing leasing and fleet management services of vehicles for the Mason County General Fund Departments and the Mason County Sheriff's Office to include police pursuit vehicles and County white fleet needs. 2. Proposal Guidelines: A) The Request for Proposal represents the requirements for an open and competitive process. B) Proposal will be accepted until 5pm, October 22, 2019. Any proposals received after this date and time will be returned to the sender. C) All proposals must be signed by an official agent or representative of the vendor submitting the proposal. D) If the vendor submitting a proposal must outsource or contract any work to meet the requirements contained herein, this must be clearly stated in the proposal, Additionally, all costs included in the proposals must be all-inclusive to include any outsourced or contracted work. Any proposals which call for outsourcing or contracting work must include a name and description of the organizations being contracted. E) All costs must be itemized to include an explanation of all fees and costs F) Contract terms and conditions will be negotiated upon selection of the winning bidder for this RFP and reviewed by the legal department for the County. 3. Vendor's Qualifications: Mason County shall have the sole and exclusive right to determine whether a bidder has the qualifications to provide the leasing and services required by this RFP and will consider, but is not limited to the following: A) Vendor's qualifications and experience number of years in business, geographical service area, number of employees, references and any previous experience serving Mason County. B) Types of government entities currently servicing. C) Experience in fleet maintenance and pursuit vehicle up-fitting. D) Systems to ensure; quality service, qualified employees, meeting/exceeding industry service standards, safety of individuals and facilities and others such as goods provision. E) Proposals submitted by minority and/or women owned businesses will be awarded preference points during the review and scoring process. 3. Project Scope A) Vendor will provide a Municipal lease proposal for each type of vehicle needed B) Mason County reserves the right to exchange vehicles prior to the lease completion if necessary for operational needs C) All vehicles will be new D) The Vendor will extend the manufacturer's warranty as necessary for the life of the vehicle. E) The bid quote must include all costs, including taxes, registration fees and license fees. F) Lessee is responsible for fuel, routine maintenance, tires, wipers, etc. 1 1 Page G) Any additional cost for vehicle registration, delivery, up-fitting, etc, shall be included as part of the monthly charge. H) Vendor will include a fleet management software solution to manage all fleet service needs and costs for fuel, insurance, fleet maintenance and repairs. 1) Vendor will offer assistance to the county in determining the best mix, quantity and life cycle of its fleet needs. 4. Cost: A) Vendor will provide monthly and annual cost for leases, vehicle maintenance. fuel usage estimates and insurance for each vehicle identified below. B) Vendor can include any additional costs not included in (A) above as a separate line item Equipment Needs Include: Mid-Size Sedan AWD Full-Size '/2 Ton 4x4 Pickup Truck with 6.5 Ft Bed Small SUV AWD or 4X4 Mid-Size SUV AWD or 4X4 Ford Police Interceptor Utility Base AWD up-fitted to specified standard 12 Passenger Transport Van up-fitted to specified standard 5. Project Timeline: The contract for services awarded through this RFP will start on January 1, 2020 and end at the termination of the proposed lease agreement. 6. Proposal Requirements: The Proposal must be submitted on letter size paper with type that is a minimum of 11 point font. not to exceed 10 pages in length, printed both sides is preferable, and contain the following components: A) Name of company or individual, address, telephone number and e-mail address submitting the proposal as well as a designated contact person with their telephone number and e-mail address if different than the Company's. B) Detailed description of skills, experience and ability to provide leasing and maintenance services for county purposes. C) Identification and designation of roles / responsibilities of supervisory and management staff including their experience. D) A minimum of three client references including type and size of organization served, dates, contact info and description. E) Vendors are to refrain from submitting proposals that will not be easily duplicated such as those with spiral binding, photos or over-sized paper. 7. Request for Proposal Submission Timeline: A) Questions must be submitted, in writing, via email, to the contact listed below no later than 5pm, October 8, 2019 B) Proposals will be evaluated and, if multiple proposers are deemed capable of meeting the requirements, interviews may be held with the top three proposers commencing October 29, 2019. 2 1 Page C) Proposals can be e-mailed to Fpinter@co.mason.wa.us or mailed or hand delivered to Mason County, Attn: Leasing RFP Proposal, 411 N 5th Street, Shelton, WA 98584. D) Hard copy proposals are to be secured with a single staple. E) Proposals should not to include pictures or brochures. F) Proposals must be received by 5pm on October 22, 2019. Late submission will be automatically disqualified from review and returned to the sender. 8. Request for Proposal Approval Timeline: A) Proposals will be reviewed and scored by a Committee designated by the Support Services Director. B) Proposals Due: Wednesday, October 22th before 5pm C) Anticipated Award Announcement: November 5th, 2019 D) Anticipated Contract Start Date: January 1, 2020 9. Proposal Evaluation Criteria: Company Background 10 Points Provide the following information about your company's history and experience in the fleet management business. A. Please provide your company name and address. B. What is your company's ownership structure? C. Provide information on the services currently offered. D. How long has your company provided Fleet Management services? E. How many fleet management clients do you have, and how many vehicles does your company manage? F. How many employees do you have? G. Provide a link to your most recent annual report or audited financial statement. Market Presence 5 Points A. What do you believe differentiates your company from your competitors? B. What industry recognition and/or awards has your organization received from industry sources and clients? Management Team 10 Points A. Will you assign a dedicated account manager to our account? If so, what value does this resource create for our company? B. Provide names and qualifications of key employees to be assigned this work. C. Who would be our main point of contact and how would these individuals support us? D. How often will we meet with our fleet management team? Do you provide quarterly, semi- annual, or annual fleet performance reviews? E. Describe your problem solution escalation process. F. Describe the customer support structure you have in place for drivers and fleet administrator? G. What do you think is different about the way that you provide account support to your customers? 3 1 Page Consultations 5 Points A. Describe how your consultative team would reduce our fleet costs, help improve our fleet's operation, reduce our administrative burden, and increase our overall driver satisfaction. B. Please list any associated costs for consultations. C. How do you evaluate total cost of ownership for customers? D. Provide an example of your work plan. E. Describe how your company benchmarks one client with other clients. F. How do you ensure that new products/services align with customer needs? G. Provide examples of joint process improvements and/or cost savings initiatives that you have successfully implemented with current clients. H. Describe your process for establishing key performance indicators (KPIs) and critical success factors for our fleet. I. Does your formal business review include a performance scorecard? Customer Service 15 Points A. How is your customer service department organized? B. Are there different points of contact (ordering/registration renewal/etc.)? C. Do you provide a 24 hour toll-free call center? What languages are available for customer assistance? D. Describe the services provided in your call center. E. Describe your problem escalation process. F. Describe your call center metrics. Include your most recent results and achievements. Financing, Pricing and Leasing 25 Points A. Describe the various types of lease options offered. B. What are the lease term limits? C. Please provide pricing for the program described in this RFP. D. Please provide an itemized list of fees for services provided and any other program described in this RFP. E. How and when are rates determined (from what source)? Order date, delivery date, finance date. etc.? F. Do you assess interim interest? If so, how is it calculated? G. Describe how the monthly rate is determined. H. Would the effective date of a leased vehicle be based on the delivery date or date financed? I. What are your billing terms? J. Please provide a sample lease schedule. New Vehicle Acquisition 15 Points A. Do you provide your clients with assistance regarding acquisition decisions? B. What kind of support do you give clients in selecting the appropriate vehicles? C. What value does your company add to the ordering process? 4 1 Page D. Do you manage manufacturer's rebates, incentives or discount programs? Will your company disclose the economics associated with new vehicle acquisition for the purpose of identifying the most beneficial pricing alternative? E. Describe how you process orders for new vehicles, including any tools, cost analysis, and modeling used to provide us with optimum solutions and recommendations. F. What procedures and technology do you have in place to simplify ordering and ensure fast, accurate handling of the orders? G. Will we be able to order from your existing stock of vehicles? H. Describe our options for emergency orders. Do you provide alternatives to purchasing from dealer inventory? I. Describe your process for fulfilling out-of-stock acquisitions. J. Describe the ordering process when a vehicle requires up-fitting. K. What analytical tools do you use for fleet optimization? Implementation 10 Points A. Describe your implementation process and timeline. B. What do you consider to be the key criteria for a successful implementation? C. How will our company and drivers benefit from your programs? D. What resources from your company will be assigned to our implementation? E. How will you implement and communicate policies and procedures unique to our company within your organization? F. List any transition costs, if applicable. G. Please provide a sample implementation chart. Maintenance Services 25 Points A. Please describe your fleet maintenance services. B. Please describe the value we should expect to receive from your maintenance services program. C. Please describe your ability to work with our ER&R department. Remarketing and Vehicle Disposition 15 Points A. Describe the process of vehicle retrieval. B. Describe your Remarketing program. C. What sets you apart from your competitors? D. Describe how your company can assist in determining the best time to take vehicles out of service. Total 120 Points 10. The County reserves the right to: A) Make minor changes to the RFP without notification. B) Elect not to make an award from this RFP. C) Negotiate services, terms, requirements and other components with the apparently successful Vendor. D) Require additional information from any and all Vendors prior to making a selection decision. E) Reject proposals that don't meet the stated qualifications and proposal requirements. 5 1 Page 10. Contact Information: Frank Pinter Mason County Director of Support Services 411 N.511 Street Shelton, WA 98584 Phone: 360-427-9670 Ext. 530 E-mail: Fpinter@co.mason.wa.us ADDITIONAL REQUIREMENTS FOR SUBMITTAL A) Name, local address, and phone number of the firm proposed for this contract. B) The names and number of years the firm has been in business under current or previous names or additional assumed business names. C) The name of each individual assigned to this project and the individual assigned to back-up the primary person in his/her absence and similar information concerning each individual to be provided by subcontract. D) The name and title of the person authorized to execute a contract on behalf of the firm. E) A statement outlining any exceptions to the County's requirements or clarifications to the requirements. F) Any additional services or procedures of benefit to the County not specifically required herein, which the Vendor offers to provide. G) Provide complete pricing. H) References listing customers with similar systems or volume requirements. 1) The caption, cause number, Court, Counsel, and general summary of any litigation pending or judgment rendered within the past 3 years against the proposer. J) Note the extent, if any, to which the firm, association or corporation or any person in a controlling capacity associated therewith or any position involving the administration of federal, State or local funds; is currently under suspension, debarment, voluntary exclusion, or determination of eligibility by any agency; has been suspended, debarred, voluntarily excluded or determined ineligible by any agency within the past 3 years: does have a proposed debarment pending; has been indicted, convicted or has a civil judgment rendered against said person, firm, association or corporation by a court of competent jurisdiction in any matter involving fraud or misconduct with the past 3 years. K) In addition to any specific requirements requested in this proposal, the following documents must be completed and submitted with the proposal: 1) Required Signature Page for Proposal 2) Subcontractors Participation Form (Exhibit C) 3) Certification of Nonsegregated Facilities and Non-collusion Affidavit and Debarment Affidavit (Exhibit C) 4) Personnel Workforce Data Form (Exhibit C) 5) E-Verify Declaration (Exhibit C) GENERAL TERMS AND CONDITIONS The following terms and conditions apply to all proposals to provide services to Mason County: 1. Mason County expressly reserves the following rights: a. To reject any and/or all irregularities in the proposals submitted. b. To reject any or all proposals or portions thereof. c. To base awards with due regard to quality of services, experience, compliance with specifications, and other such factors as may be necessary in the circumstances. d. To make the award to any vendor or combination of vendors whose proposal(s), in the opinion of the County, is in the best interest of the County. 6 1 Page 2. All proposals must be sealed in an envelope or appropriate packaging and addressed as requested in the RFP. The name and address of the vendor must appear on the envelope. The outside must state the RFP title and number and the RFP due date and time. 3. The RFP must be signed with ink by an authorized individual of the company empowered to act in that capacity before a contract will be negotiated. 4. Any proposal or modification received after the hour and date specified may be returned unopened. 5. All documents, reports, proposals, submittals, working papers, or other materials prepared by the Vendor pursuant to this proposal shall become the sole and exclusive property of the County, and the public domain, and not the property of the Vendor. The Vendor shall not copyright, or cause to be copyrighted, any portion of said items submitted to the County because of this solicitation. 6. All of the items mentioned in paragraph 5 above submitted to Mason County should be printed both sides on recycled paper whenever practicable. GENERAL CONDITIONS OF PERSONAL SERVICE CONTRACTS Substantially the following additional provisions will be incorporated into any negotiated contract resulting from this RFP: 1. Scope of Vendor's Services: The Vendor agrees to provide to the County services and any materials set forth in the project narrative during the Agreement period. No material, labor, or facilities will be furnished by the County, unless otherwise provided for in the Agreement. 2. Accounting and Payment for Vendor Services: Payment to the Vendor for services rendered under this Agreement shall be as set forth in the submission of proposals for this RFP, if it requires payments by Mason County, payment shall be based upon billings, supported 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. Unless specifically approved in writing in advance by the official executing this Agreement for Mason County, (hereinafter referred to as the "Contracting Officer",) the County will not reimburse the Vendor for any costs or expenses incurred by the Vendor in the performance of this contract. Where required, the County shall, upon receipt of appropriate documentation, compensate the Vendor, no more often than monthly, through the County voucher system for the Vendor's service pursuant to the fee schedule set forth in the RFP submission. 3. Assignment and Subcontracting: 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 the Contracting Officer. 4. Labor Standards and Contract Assistance: The Vendor shall comply with the provisions of Exhibit "C", attached hereto, titled "Contract Compliance for Professional, Technical, Supply or Services". 5. Independent Vendor: The Vendor's services shall be furnished by the Vendor as an independent Vendor and nothing herein contained shall be construed to create a relationship of employer-employee or master- servant, but all payments made hereunder and all services performed shall be made and performed pursuant to this Agreement by the Vendor as an independent Vendor. 7 1 Page The Vendor acknowledges that the entire compensation for this Agreement is specified in this submission and the Vendor is not entitled to any County 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 Mason County employees. The Vendor represents that he/she/it maintains a separate place of business, serves clients other than the 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. Vendor will defend, indemnify and hold harmless the 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. 6. No Guarantee of Employment: The performance of all or part of this contract by the Vendor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Vendor or any employee of the Vendor or any subcontractor or any employee of any subcontractor by the County at the present time or in the future. 7. Taxes: The Vendor understands and acknowledges that the County will not withhold Federal or State income taxes. Where required by State or Federal law. the Vendor authorizes the County to make withholding for any taxes other than income taxes (i.e., Medicare). All compensation received by the Vendor 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 Vendor to make the necessary estimated tax payments throughout the year, if any, and the Vendor is solely liable for any tax obligation arising from the Vendor's performance of this Agreement. The Vendor hereby agrees to indemnify the County against any demand to pay taxes arising from the Vendor's failure to pay taxes on compensation earned pursuant to this Agreement. The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. The Vendor must pay all other taxes including, but not limited to: Business and Occupation Tax, taxes based on the Vendor's gross or net income, or personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. 8. Regulations and Requirement: This Agreement shall be subject to all laws, rules, and regulations of the United States of America, the State of Washington, and political subdivisions of the State of Washington. 9. Right to Review: This contract is subject to review by any Federal or State auditor. The 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 Contracting Officer. Such review may occur with or without notice, and may include, but is not limited to, onsite inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the Agreement and its performance, and any and all communications with or evaluations by service recipients under this Agreement. The Vendor shall preserve and maintain all financial records and records relating to the performance of work under this Agreement for 3 years after contract termination, and shall make them available for such review, within Mason County. State of Washington, upon request. 8 1 Page 10. Modifications: Either party may request changes in the Agreement. Any and all agreed modifications shall be in writing, signed by each of the parties. 11. Termination for Default: If the Vendor 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 for the benefit of creditors, the County may, by depositing written notice to the Vendor in the U.S. mail, postage prepaid, terminate the contract, and at the County's option, obtain performance of the work elsewhere. If the contract is terminated for default, the Vendor 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 the County resulting from such default(s) shall be deducted from any money due or coming due to the Vendor. The Vendor shall bear any extra expenses incurred by the County in completing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained by the 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 the Vendor 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. 12. Termination for Public Convenience: The County may terminate the contract in whole or in part whenever the County determines, in its sole discretion that such termination is in the interests of the County. Whenever the contract is terminated in accordance with this paragraph, the Vendor shall be entitled to payment for actual work performed at unit contract prices for completed items of work. An equitable adjustment in the contract price for 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 the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County. 13. Defense & Indemnity Agreement: The Vendor agrees to defend, indemnify and save harmless the County, its appointed and elected officers and employees, from and against all loss or expense, including but not limited to judgments, settlements, attorney's fees and costs by reason of any and all claims and demands upon the County, its elected or appointed officials or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, sustained by any person or persons, and for damages to property including loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the Vendor, his/her Subcontractors, its successor or assigns, or its or their agent, servants, or employees, the County, its appointed or elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the County, its appointed or elected officials or employees. The preceding paragraph is valid and enforceable only to the extent of the Vendor's negligence where the damages arise out of services or work in connection with or collateral to, a contract or agreement relative to construction, alteration, repair; addition to, subtraction from, improvement to, or maintenance of, any building, highway, road, railroad, excavation, or other structure, project; development, or improvement attached to real estate, including moving and demolition in connection therewith, a contract or agreement for architectural, landscape architectural, engineering, or land surveying services, or a motor carrier transportation contract and where the 9 1 Page damages are caused by or result from the concurrent negligence of (i) the County or its agents or employees, and (ii) the Vendor or the Vendor's agents or employees." 14. Insurance Requirements: The insurance coverages specified in this paragraph (14.) are required unless modified by Attachment A of this agreement. If insurance requirements are contained in Attachment A they take precedence The Vendor shall, at the Vendor's own expense, maintain, with an insurance carrier authorized or eligible under RCW Chapter 48.15 to do business in the State of Washington, with minimum coverage as outlined below, commercial automobile liability insurance, and either commercial general liability insurance, or, if any services required by the contract must be performed by persons authorized by the State of Washington. professional liability insurance: Commercial Automobile Liability Bodily Injury Liability and Property Damage Liability Insurance $1.000,000 each occurrence OR combined single limit coverage of $2,000,000, with not greater than a $1000.00 deductible. Commercial General Liability Bodily Injury Liability and Property Damage Liability Insurance $1,000,000 each occurrence OR combined single limit coverage of $2.000.000, with not greater than a $1000.00 deductible. Professional Liability Insurance Shall include errors and omissions insurance providing $1,000,000.00 coverage with not greater than a $5,000.00 deductible for all liability which may be incurred during the of this contract. Mason County shall be named as an additional insured on all required policies except professional liability insurance, and such insurance as is carried by the Vendor shall be primary over any insurance carried by Mason County. The Vendor shall provide a certificate of insurance to be approved by the County Risk Manager prior to contract execution, which shall be attached to the contract. Such insurance policies or related certificates of insurance shall name the Mason County as an additional insured on all general liability, automobile liability, employers' liability, and excess policies. The Vendor may comply with these insurance requirements through a program of self- insurance that meets or exceeds these minimum limits. The Vendor must provide Mason County with adequate documentation of self-insurance prior to performing any work related to this contract and treat the County as an insured under the indemnity agreement. Should the Vendor no longer benefit from a program of self-insurance, the Vendor agrees to promptly obtain insurance as provided above. A forty-five (45) Calendar Day written notice shall be given to prior to termination of or any material change to the policy (ies) as it relates to this Agreement. Mason County shall have no obligation to report occurrences unless a claim is filed with the Mason County Auditor; nor shall Mason County have an obligation to pay premiums. In the event of nonrenewal or cancellation of or material change in the coverage required, thirty (30) days written notice will be furnished Mason County prior to the date of cancellation. change 10 1 Page or nonrenewal, such notice to be sent to the Mason County Risk Manager, 411 N. 511 Street, Shelton WA 98584 15. Industrial Insurance Waiver: With respect to the performance of this Agreement and as to claims against the County, its officers, agents and employees, the Vendor 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 Agreement extend to any claim brought by or on behalf of any employee of the Vendor. This waiver is mutually negotiated by the parties to this Agreement. 16. 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 Agreement, the venue of such action of litigation shall be in the courts of the State of Washington in and for the County of Mason. This Agreement shall be governed by the law of the State of Washington. 17. Withholding Payment: In the event the Contracting Officer determines that the Vendor has failed to perform any obligation under this Agreement within the times set forth in this Agreement, then the County may withhold from amounts otherwise due and payable to Vendor the amount determined by the County as necessary to cure the default; until the Contracting Officer determines that such failure to perform has been cured. Withholding under this clause shall not be deemed a breach entitling Vendor to termination or damages, provided that the County promptly gives notice in writing to the Vendor of the nature of the default or failure to perform, and in no case more than 10 days after it determines to withhold amounts otherwise due. A determination of the Contracting Officer set forth in a notice to the Vendor 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 Vendor acts within the times and in strict accord with the provisions of the Disputes clause of this Agreement. The County may act in accordance with any determination of the Contracting Officer which has become conclusive under this clause, without prejudice to any other remedy under the Agreement, 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 Vendor, (3) to set off any amount so paid or incurred from amounts due or to become due the Vendor. In the event the Vendor obtains relief upon a claim under the Disputes clause, no penalty or damages shall accrue to Vendor by reason of good faith withholding by the County under this clause. 18. Future Non-Allocation of Funds: Notwithstanding any other terms of this Agreement, if sufficient funds are not appropriated or allocated for payment under this contract for any future fiscal period, the County will not be obligated to make payment for services or amounts after the end of the fiscal period through which funds have been appropriated and allocated, unless authorized by county ordinance. No penalty or expense shall accrue to the County in the event this provision applies. 19. Vendor Commitments. Warranties and Representations: Any written commitment received from the Vendor concerning this Agreement shall be binding upon the Vendor, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Vendor to fulfill such a commitment shall render the Vendor liable for damages to 11 1 Page the County. A commitment includes, but is not limited to any representation made prior to execution of this Agreement, 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. 20. Patent/Copyright Infringement: Vendor will defend and indemnify the County from any claimed action, cause or demand brought against the County, to the extent such action is based on the claim that information supplied by the Vendor infringes any patent or copyright. The Vendor will pay those costs and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payments are conditioned upon the following: a. That Vendor shall be notified promptly in writing by County of any notice of such claim. b. Vendor shall have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information, in the event such claim of infringement, is made, provided no reduction in performance or loss results to the County. 21. Disputes: 1) General Differences between the Vendor and the County, arising under and by virtue of the Contract Documents shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated. the records, orders, rulings, instructions, and decisions of the Contracting Officer, shall be final and conclusive. 2) Notice of Potential Claims The Vendor shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to act by the Contracting Officer or the County, or (2) the happening of any event or occurrence, unless the Vendor has given the County a written Notice of Potential Claim within 10 days of the commencement of the act, failure. or event giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Vendor 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. Vendor 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) Detailed Claim The Vendor shall not be entitled to claim any such additional compensation. or extension of time, unless within 30 days of the accomplishment of the portion of the work from which the claim arose, and before final payment by the County, the Vendor has given the 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. 22. Ownership of Items Produced: All writings, programs, data, public records or other materials prepared by the Vendor and/or its consultants or subcontractors, in connection with the performance of this Agreement shall be the sole and absolute property of the County. 12 1 Page 23. Confidentiality: The Vendor, its employees, subcontractors, and their employees shall maintain the confidentiality of all information provided by the County or acquired by the Vendor in performance of this Agreement, except upon the prior written consent of the Mason County Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the County. Vendor shall immediately give to the County notice of any judicial proceeding seeking disclosure of such information. Vendor shall indemnify and hold harmless the 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 Vendor's breach of this provision. 24. Notice: Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, notice shall be given by the Vendor to the department head of the department for whom services are rendered, and to the County Purchasing Agent, 615 S. 9th, Tacoma, WA 98405-4673. Notice to the Vendor for all purposes under this Agreement shall be given to the address reflected below. Notice may be given by delivery or by depositing in the US Mail, first class, postage prepaid. 25. 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. 26. 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. 27. Waiver of Non-Competition: Vendor 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 Mason County, and Vendor 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 Mason County. 28. Survival: The provisions of paragraphs 5, 7, 9, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 25, and 26, and the provisions of any non-collusion affidavit required by paragraph 4, shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 29. Entire Agreement: This written contract represents the entire Agreement between the parties and supersedes any prior oral statements, discussions or understandings between the parties. 30. Cooperative Purchasing; The Washington State Inter-local Cooperative Act RCW 39.34 provides that other governmental agencies may purchase goods and services on this solicitation or contract in accordance with the terms and prices indicated therein if all parties are willing. The Contract maximum for this contract per annual term, or for any renewal period, is for Mason County's use only. Other agencies may use this contract up to their contract limits, if any, exclusive of and in addition to 13 1 Page the County's contract maximum. By ordering and providing service under terms of this contract to any other governmental agency or jurisdiction, the governmental agency and the Agency agree to indemnify. defend and hold harmless Mason County from any and all obligations, claims, or expenses, including attorney's fees, arising out of such action. EXHIBIT C - CONTRACT_ COMPLIANCE FOR PROFESSIONAL, TECHNICAL SUPPLY OR SERVICES It is the policy of Mason County to foster an environment that encourages economic growth and diversification, business development and retention, increases competition and reduces unemployment. In support of that policy, Mason County reaffirms its commitment to maximize opportunities in public contracting for all vendors including minority and women owned business enterprises. Bidders are encouraged to utilize qualified. local businesses in Mason County and Washington State where cost effectiveness is deemed competitive. In addition, Bidders are encouraged to subcontract with firms certified by the Washington State Office of Minority and Women's Business Enterprises (MWBE). A. MWBE DIRECTORY ASSISTANCE A directory of MWBE firms is published quarterly by the Washington State Office of Minority and Women's Business Enterprises (OMWBE). Copies of the directory are available from the State OMWBE (360-753-9693) or may be viewed at the Public Works Department, 2702 S 42nd St Suite 201, Tacoma 98409, and the Tacoma Public Library, 1102 Tacoma Avenue South, Tacoma, 98402. Contact the Contract Compliance Office for additional information at (253) 798- 7250. B. EQUAL EMPLOYMENT OPPORTUNITY: 1. Upon execution of this contract, the Vendor shall comply with the Equal Employment Opportunity requirements set forth below. The Vendor shall not violate any of the terms of Chapter 49.60 of the Revised Code of Washington, Title VII of the Civil Rights Act of 1964, or any other applicable federal, state, or local law or regulation regarding nondiscrimination. 2. No person or firm employed by the Vendor shall be subject to retaliation for opposing any practice made unlawful by Title VII of the Civil Rights Act, the Age Discrimination in Employment Act (29 U.S.C. 621 et seq.), the Equal Pay Act (29 U.S.C. 206(d), the Rehabilitation Act (29 U.S.C. 791 et seq.). the Americans with Disabilities Act of 1990, or for participating in any stage of administrative or judicial proceedings under those statutes. 3. The Vendor shall take all reasonable steps to ensure that qualified applicants and employees shall have an equal opportunity to compete for advertised or in-house positions for employment. Applicants and employees shall be treated fairly without regard to race, color, religion, sex, age, disability, or national origin. Equitable treatment shall include, but not be limited to employment, upgrading or promotion. rates of pay increases or other forms of compensation, and selection for training or enrollment in apprenticeship programs. C. CERTIFICATION OF NONSEGREGATED FACILITIES 14 1 Page The Vendor shall submit with its proposal a Certification of Nonsegregated Facilities. All requests to sublet or assign any portion of this contract, at any level, shall be accompanied by evidence of this certification in all subcontract agreements. D. E-VERIFY DECLARATION Mason County requires that all businesses which contract with the County for contracts in excess of $25,000 and of duration longer than 120 days, and are not specifically exempted by PCC 2.106.022, be enrolled in the Federal E-verify Program. The requirement extends to every subcontractor meeting the same criteria. The Prime Vendor must provide certification of enrollment in the Federal E-verify program to the County. The Prime Vendor will remain enrolled in the program for the duration of the contract. The Prime Vendor is responsible for verification of every applicable subcontractor. The County reserves the right to require a copy of the Memorandum of Understanding between the Prime or any Subcontractor and the Department of Homeland Security upon request at any time during the term of the contract. Failure to provide this document could result in suspension of the project. The Federal E-Verify Program is a web based application and can be accessed at www.dhs.gov/everify . E. SUBMITTAL REQUIREMENTS 1. Certificate of non-segregated facilities: Vendor shall submit with proposal, each subcontractor shall submit when work is sublet. 2. Professional and Technical Workforce Data Form: Vendor is encouraged to submit with proposal, each Subcontractor is encouraged to submit the form when work is sublet. 3. Subcontractors Participation Form: Check the appropriate box indicating the firm who will perform the work of the contract. Submit the completed form with the proposal documents. 4. E-Verify Declaration: Vendor shall submit with proposal. 15 1 Page CERTIFICATION OF NONSEGREGATED FACILITIES The vendor certifies that no segregated facilities are maintained and will not be maintained during the execution of this contract at any of vendor's establishments. The vendor further certifies that none of the vendor's employees are permitted to perform their services at any location under the vendor's control during the life of this contract where segregated facilities are maintained. The vendor certifies further that he will not maintain or provide for his employees any segregated facilities at any of his establishments, and that he will not permit his employees to perform their services at any location, under his control, where segregated facilities are maintained. The vendor agrees that a breach of this certification is a violation of the Equal Opportunity clause in this contract. As used in this certification, the term "segregated facilities" means any waiting rooms, work area, rest rooms and wash rooms, restaurants and other eating areas, time clocks. locker rooms and other storage or dressing areas, parking lots, drinking fountains. recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, creed, color or national origin, because of habit, local custom. or otherwise. The vendor agrees that identical certifications from proposed vendors will be obtained prior to the award of any subcontracts. Vendor will retain a copy of any subcontractor's certification and will send original to Contract Compliance Division. 16 1 Page NON-COLLUSION & DEBARMENT AFFIDAVIT State of Washington, County of As an authorized representative of the firm of I do hereby certify that said person(s), firm, association or corporation has (have) not, either directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive bidding in connection with the project for which this proposal is submitted. I further certify that, except as noted below, the firm, association or corporation or any person in a controlling capacity associated therewith or any position involving the administration of federal funds, is not currently under suspension, debarment, voluntary exclusion, or determination of eligibility by any federal agency; has not been suspended, debarred, voluntarily excluded or determined ineligible by any federal agency within the past 3 years: does not have a proposed debarment pending; and has not been indicted, convicted or had a civil judgment rendered against said person, firm, association or corporation by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past 3 years. I further acknowledge that by signing the signature page of the proposal, I am deemed to have signed and have agreed to the provisions of this affidavit. Note: Exceptions will not necessarily result in denial of award, but will be considered in determining bidder responsibility. For any exception noted, indicate above to whom it applies, initiating agency, and dates of action. Providing false information may result in criminal prosecution or administrative sanctions. "A suspending or debarring official may grant an exception permitting a debarred, suspended, or excluded person to participate in a particular transaction upon a written determination by such official stating the reason(s) for deviating from the Presidential policy established by Executive Order 12549..." (49CFR Part 29 Section 29.215) The undersigned hereby agrees to pay labor not less than the prevailing rates of wages in accordance with the requirements of the special provisions for this project. BY: DATE: TITLE: 17 1 Page SUBCONTRACTORS PARTICIPATION FORM FOR PROFESSIONAL, TECHNICAL SUPPLY OR SERVICE PSAS Check appropriate statement below: ❑ Our firm will perform all contracted scope of work tasks. ❑ Our firm will subcontract a portion of the work tasks. The following firms were contacted and will be utilized in the performance of the work as indicated below. List all potential subcontracting firms. Do not mark "N/A" unless the Bidder will perform all work or provide all supplies or services for this contract. Firm Name/Address/Phone Work Item(s) Proposal Awarded? Solicited Amount (yes/no) 1. List full name, address, and phone number of each firm listed to be utilized. 2. List specific work to be accomplished, supplies to be furnished and the amount proposed for each subcontract. 3. Contact the Mason County Contract Compliance Officer at (360) 427-9670 X 530 if you have questions. BY: DATE: TITLE: PHONE: 18 1 Page E-VERIFY DECLARATION Firm Name- Proposal/Bid/Invitation/Solicitation No. The undersigned declares, under penalty of perjury under the laws of Washington that: 1. That the above named firm is currently enrolled in and using the E-Verify system implemented on March 1, 2010 as outlined in PCC 2.106.022 and will continue to use the E-Verify system for so long as work is being performed on the above named project. 2. 1 certify that I am duly authorized to sign this declaration on behalf of the above named bidder/proposer. 3. 1 acknowledge that Pierce County reserves the right to require a copy of the Memorandum of Understanding between the vendor listed above and the Department of Homeland Security certifying enrollment in the E-Verify program at any time. Failure to provide the required Memorandum of Understanding within 10 days of request could lead to suspension of this contract. Dated at Washington this day of 20 Signature Printed Name 19 1 Page REQUIRED SIGNATURE PAGE FOR PROPOSAL I, the undersigned, having carefully examined the Request for Proposals, propose to furnish services in accordance therewith as set forth in the attached proposal. I further agree that this proposal will remain in effect for not less than sixty (60) calendar days from the date that proposals are due, and that this proposal may not be withdrawn or modified during that time. STATE OF COUNTY OF Being first duly sworn, on my oath, I hereby certify that this proposal is genuine and not a sham or collusive proposal, or made in the interests or on behalf of any person not therein named; and I have not directly or indirectly induced or solicited any Vendor or supplier on the above work to put in a sham proposal or any person or corporation to refrain from submitting a proposal; and that I have not in any manner sought by collusion to secure to myself an advantage over any other vendor(s) or person(s). In order to induce the County to consider this proposal, the proposer 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 Pierce County, and proposer 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 Mason County. Subscribed and sworn before me this day of ' 20—. Notary Public in and for the State of residing at My commission expires Signature Printed Name Firm Address UBI No: (Area Code) Phone 20 1 Page (DEr L-11 MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Jennifer Giraldes Action Agenda _X_ Public Hearing Other DEPARTMENT: Support Services EXT: 380 DATE: October 1, 2019 Agenda Item # 3 (Commissioner staff fo complete) BRIEFING DATE: BRIEFING PRESENTED BY: [X] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency ITEM: Approval of Warrants &Treasure Electronic Remittances Claims Clearing Fund Warrant #s $ Direct Deposit Fund Warrant #s 62229-62624 $ 716,428.68 Salary Clearing Fund Warrant #s 7004703-7004729 $ 502,210.95 Background: The Board approved Resolution No. 80-00 Payment of Claims Against County: Procedure Authorizing Warrant Issue and Release Prior to Board Claim Approval. Mason County Code 3.32.060(a) requires that the board enter into the minutes of the County Commissioners the approval of claims listing warrant numbers. Claims Clearing YTD Total $ 20,031,926.33 Direct Deposit YTD Total $ 12,441,802.96 Salary Clearing YTD Total $ 12,997,123.07 Approval of Treasure Electronic Remittances YTD Total $ 6,916,936.33 RECOMMENDED ACTION: Approval to: Move to approve the following warrants: Claims Clearing Fund Warrant #s $ Direct Deposit Fund Warrant #s 62229-62624 $ 716,428.68 Salary Clearing Fund Warrant #s 7004703-7004729 $ 502,210.95 Attachment(s): Originals on file with Auditor/Financial Services (Copies on file with Clerk of the Board) MASON COUNTY AGENDA ITEM SUMMARY FORM To: Board of Mason County Commissioners From: Kell Rowen, Planning Manager Action Agenda ❑x Public Hearing ❑ Other ❑ Department: Community Services Ext: 286 Date: October 1, 2019 Agenda Item # (Commissioner Staff To Complete) Briefing Date: September 23, 2019 Briefing Presented By: Kell Rowen and Michael MacSems [ ] Item Was Not Previously Briefed With The Board Please Provide Explanation Of Urgency ITEM: Set a public hearing on October 22, 2o19 at 6:15 p.m.to consider amendments to Title 16. BACKGROUND: The planning department is recommending amendments to Title 16—Plats and Subdivisions, Chapter 16.36 Short Subdivisions, Section 16.36.olo Application of regulations,for consistency with state law(RCW 58.17.040(8) & (9)). RECOMMENDED ACTION: Board of County Commissioners shall set a public hearing on October 22, 203.9 at 6:15 p.m.to consider amendments to Title 16 Plats and Subdivisions Code. ATTACH M E NT(s): Notice of Hearing Title 16 Amendments 9/24/2019 NOTICE OF HEARING NOTICE IS HEREBY GIVEN that the Board of Mason County Commissioners will hold a public hearing at the Mason County Courthouse Building I, Commission Chambers, 411 North Fifth Street, Shelton, WA 98584 on Tuesday, October 22, at 6:15 P.M. SAID HEARING will be to consider adopting the following Code amendment: • Title 16—Plats and Subdivisions; Chapter 16.36 Short Subdivisions; Section 16.36.010 Application of regulations If you have questions, please contact Kell Rowen (360) 427-9670, Ext. 286. If special accommodations are needed, please contact the Commissioners' office, 427- 9670, Ext. 419. DATED this 1st day of October 2019 BOARD OF COUNTY COMMISSIONERS MASON COUNTY, WASHINGTON Clerk of the Board c: Journal - Publish 2x: October 10& 17, 2019 (Bill: Community Development–615 W. Alder, Shelton, WA 98584) ATTACHMENT A 16.36.010-Application of regulations. (a) Every division of land or contiguous land for the purpose of lease, sale or transfer of ownership, into two or more but fewer than five lots, parcels or tracts within the unincorporated area of Mason County shall proceed in compliance with this chapter. Contiguous parcels of land in the same ownership and having boundaries in common shall be presumed to be a single parcel in determining whether or not the division of land comprises a subdivision. (b)The provisions of this chapter shall not apply to: (1)Any cemetery burial plot, while used for that purpose; (2)Any division of land in which the smallest lot created by the division is five acres or more in area; (3)Any division made by testamentary provision or the laws of descent; (4) Any division made in compliance with Chapter 16.20 and Chapter 16.38; (5) Reser-veQAny division of land into lots or tracts of less than three acres that is recorded in accordance with chapter 58.09 RCW and is used or to be used for the purpose of establishing a site for construction and operation of consumer-owned or investor-owned electric utility facilities in accordance with 58.17.040 (9) RCW. (6)Any division of land that can be described by a legal subdivision of a section of not less than 1/128th of a section; (7)fese+r4Any division for the purpose of leasing land for facilities providing personal wireless services while used for that purpose in accordance with 58.17.040(8) RCW. (8) Land divisions of record in the auditor's office on the effective date of this chapter; (9) Property line adjustments wherein the result does not adversely affect access or reduce the lot size below the minimum requirements; (10) Divisions which are solely for use as a private right-of-way; (11) Divisions of platted lots, which by deed restriction are made a part of an adjoining lot and which will not permit a separate building site for human occupancy or habitation, provided the divisions are approved in writing by the administrator on the legal conveyance. 1 MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Casey Bingham Action Agenda _X Public Hearing Other DEPARTMENT: Community Services EXT: 562 DATE: 10/1/2019 Agenda Item # g Commissioner staff to com tete BRIEFING DATE: 9/23/19 BRIEFING PRESENTED BY: Casey Bingham [ ] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency ITEM: Heath Care Authority Contract #K3929 (Community Prevention and Wellness Initiative EXECUTIVE SUMMARY: (If applicable, please include available options and potential solutions): We have received these funds since 2015 to support work in the community on substance abuse and marijuana use and prevention. The current CPWI Community Coalition Coordinator, Ben Johnson, will implement approved DBHR programs in our community for marijuana use prevention and reduction. BUDGET IMPACT: Funding will replace 2017-2019 contract work PUBLIC OUTREACH:(include any legal requirements, direct notice, website, community meetings, etc.) RECOMMENDED OR REQUESTED ACTION: Approve contract #K3929 to the Action Agenda ATTACHMENTS: HCA Contract #K3929 9/25/2019 HCA Contract Number: K3929 Washington State INTERAGENCY AGREEMENT Contractor/Vendor Contract Number: for Health Care /�1'6_thori CPWI Prevention Services tY THIS CONTRACT is made by and between Washington State Health Care Authority (HCA) and Contractor. CONTRACTOR NAME CONTRACTOR DOING BUSINESS AS(DBA) Mason County Public Health CONTRACTOR ADDRE S Street City State Zip Code 415 N 6th Street Shelton WA 98584 CONTRACTOR CONTACT CONTRACTOR TELEPHONE CONTRACTOR E-MAIL ADDRESS Lydia Buchheit 360-427-967-ext. 404 Lydiab@co.mason.wa.us Is Contractor a Subrecipient under this Contract? CFDA NUMBER(S): FFATA Form Required ®YES ❑ NO 193.959, 93.243, 93.788 ® YES ❑ NO HCA PROGRAM HCA DIVISION/SECTION DBHR Prevention HCA CONTACT NAME AND TITLE HCA CONTACT ADDRESS Fallon Baraga, Agreement Manager Health Care Authority 621 8 Avenue SE Olympia,WA 98504 HCA CONTACT TELEPHONE HCA CONTACT E-MAIL ADDRESS 360-725-2042 fallon.baraga@hca.wa.gov CONTRACT START DATE CONTRACT END DATE TOTAL MAXIMUM CONTRACT AMOUNT 7/1/2019 6/30/2021 $364,595 PURPOSE OF CONTRACT: Obtaining CPWI Prevention Services in order to increase capacity to implement direct and environmental substance use prevention services in high need communities qualified to immediately implement identified evidence-based practices and programs to prevent and reduce the misuse and abuse of alcohol, tobacco, marijuana, opioids, and other drugs. The parties signing below warrant that they have read and understand this Contract, and have authority to execute this Contract. This Contract will be binding on HCA only upon signature by HCA. CONTRACTOR SIGNATURE PRINTED NAME AND TITLE DATE SIGNED HCA SIGNATURE PRINTED NAME AND TITLE DATE SIGNED Kerry J. Breen,Acting Contracts Administrator Division of Legal Affairs Washington State Page 1 HCA Contract No. K3929 Health Care Authority TABLE OF CONTENTS Recitals............................................................................................................................................ 5 1. STATEMENT OF WORK (SOW)................................................................................................. 5 2. DEFINITIONS ............................................................................................................................. 5 3. SPECIAL TERMS AND CONDITIONS...................................................................................... 10 3.1 PERFORMANCE EXPECTATIONS.................................................................................. 10 3.2 TERM............................................................................................................................... 11 3.3 COMPENSATION............................................................................................................. 12 3.4 INVOICE AND PAYMENT................................................................................................. 12 3.5 CONTRACTOR and HCA AGREEMENT MANAGERS...................................................... 14 3.6 LEGAL NOTICES ............................................................................................................. 15 3.7 SAMHSA Award Terms .................................................................................................... 16 3.8 INCORPORATION OF DOCUMENTS AND ORDER OF PRECEDENCE.......................... 17 3.9 INSURANCE .................................................................................................................... 18 4. GENERAL TERMS AND CONDITIONS.................................................................................... 18 4.1 ACCESS TO DATA........................................................................................................... 18 4.2 ADVANCE PAYMENT PROHIBITED................................................................................ 19 4.3 AMENDMENTS ................................................................................................................ 19 4.4 ASSIGNMENT.................................................................................................................. 19 4.5 ATTORNEYS' FEES......................................................................................................... 19 4.6 CHANGE IN STATUS....................................................................................................... 19 4.7 CONFIDENTIAL INFORMATION PROTECTION .............................................................. 19 4.8 CONFIDENTIAL INFORMATION SECURITY.................................................................... 20 4.9 CONFIDENTIAL INFORMATION BREACH - REQUIRED NOTIFICATION ....................... 20 4.10 CONTRACTOR'S PROPRIETARY INFORMATION .......................................................... 21 4.11 COVENANT AGAINST CONTINGENT FEES ................................................................... 21 4.12 DEBARMENT................................................................................................................... 22 4.13 DISPUTES ....................................................................................................................... 22 4.14 ENTIRE AGREEMENT ..................................................................................................... 23 4.15 FEDERAL FUNDING ACCOUNTABILITY & TRANSPARENCY ACT (FFATA) .................. 23 4.16 FORCE MAJEURE ........................................................................................................... 23 4.17 FUNDING WITHDRAWN, REDUCED OR LIMITED .......................................................... 24 4.18 GOVERNING LAW.........................................................................................................................24 4.19 HCA NETWORK SECURITY ............................................................................................ 25 Washington State Page 2 HCA Contract No. K3929 Health Care Authority 4.20 INDEMNIFICATION.......................................................................................................... 25 4.21 INDEPENDENT CAPACITY OF THE CONTRACTOR....................................................... 25 4.22 INDUSTRIAL INSURANCE COVERAGE .......................................................................... 25 4.23 LEGAL AND REGULATORY COMPLIANCE..................................................................... 25 4.24 LIMITATION OF AUTHORITY........................................................................................... 26 4.25 NO THIRD-PARTY BENEFICIARIES................................................................................ 26 4.26 NONDISCRIMINATION .................................................................................................... 26 4.27 OVERPAYMENTS TO CONTRACTOR............................................................................. 26 4.28 PAY Equity .......... 26 4.29 PUBLICITY....................................................................................................................... 27 4.30 RECORDS AND DOCUMENTS REVIEW......................................................................... 27 4.31 REMEDIES NON-EXCLUSIVE ......................................................................................... 28 4.32 RIGHT OF INSPECTION.................................................................................................. 28 4.33 RIGHTS IN DATA/OWNERSHIP....................................................................................... 28 4.34 RIGHTS OF STATE AND FEDERAL GOVERNMENTS .................................................... 29 4.35 SEVERABILITY................................................................................................................ 29 4.36 SITE SECURITY............................................................................................................... 30 4.37 SUBCONTRACTING ........................................................................................................ 30 4.38 SUBRECIPIENT............................................................................................................... 31 4.39 SURVIVAL........................................................................................................................ 33 4.40 TAXES ............................................................................................................................. 33 4.41 TERMINATION. ................................................................................................................ 33 4.42 TERMINATION PROCEDURES ....................................................................................... 35 4.43 WAIVER........................................................................................................................... 36 4.44 WARRANTIES.................................................................................................................. 36 Attachments Attachment 1: Confidential Information Security Requirements Attachment 2: Federal Compliance, Certifications and Assurances Attachment 3: Federal Funding Accountability and Transparency Act Data Collection Form Attachment 4: HIPAA Compliance Attachment 5: SAMSHA Award Terms Washington State Page 3 HCA Contract No. K3929 Health Care Authority Schedules Schedule A: Statement of Work (SOW) CPWI Prevention Services Expansion Project Exhibit A: DBHR-SUD Fiscal Policies Standards for Reimbursable Costs Exhibit B: Federal Award Identification for Subreceipients Exhibit C: Data Security Requirements Exhibit D: Awards and Revenues Exhibit E: SOR CBO (attached if applicable) Exhibit F: PSF NCE (attached if applicable) Washington State Page 4 HCA Contract No. K3929 Health Care Authority Agreement#K3929 for Washington State Community Prevention and Wellness Initiative (CPWI) Prevention Services Project Recitals NOW THEREFORE, HCA awards to Mason County Public Health this Agreement, the terms and conditions of which will govern Contractor's providing to HCA the coordination and implementation of prevention programs and strategies designed to prevent or delay the misuse and abuse of alcohol, marijuana, tobacco, opioids, and other drugs, increase mental health promotion and prevent suicide in support of the CPWI Prevention Services Project. IN CONSIDERATION of the mutual promises as set forth in this Agreement, the parties agree as follows: 1. STATEMENT OF WORK(SOW) The Contractor will furnish the necessary personnel, equipment, material, and/or service(s) and otherwise do all things necessary for or incidental to the performance of work set forth in Schedule A, Statement of Work, attached and incorporated herein. 2. DEFINITIONS "Authorized Representative" means a person to whom signature authority has been delegated in writing acting within the limits of his/her authority. "Awards" means the total funding of all individual awards HCA allocates to the Contractor, and the total of all awards in this Agreement's Maximum Amount, which is itemized in Exhibit D. "Awards and Revenues" or "A&R" details the Contractor's Awards and Revenues attached as Exhibit D. "Budget, Accounting, and Reporting System" or "BARS" means the "Fiscal/Program Requirements". See below, which replaces BARS document. "Breach" means the unauthorized acquisition, access, use, or disclosure of Confidential Information that compromises the security, confidentiality, or integrity of the Confidential Information. "Business Associate" means a Business Associate as defined in 45 Code of Federal Regulations (CFR) 160.103, who performs or assists in the performance of an activity for or on behalf of HCA, a Covered Entity, that involves the use or disclosure of protected health information (PHI). Any reference to Business Associate in this DSA includes Business Associate's employees, agents, officers, Subcontractors, third party contractors, volunteers, Washington State Page 5 HCA Contract No. K3929 Health Care Authority or directors. "Business Days and Hours" means Monday through Friday, 8:00 a.m. to 5:00 p.m., Pacific Time, except for holidays observed by the state of Washington. "Certified Prevention Professional" or "CPP" means the Prevention Specialist certification recognized by the International Credentialing and Reciprocity Consortium (IC&RC) and supported by the Prevention Specialist Certification Board of Washington, www.ascbw.com. "CFR" means the Code of Federal Regulations. All references in this Agreement to CFR chapters or sections include any successor, amended, or replacement regulation. The CFR may be accessed at http:/twww,ecfr.gov/cqi-bin/ECFR?page=browse. "Coalition" means a formal arrangement for cooperation and collaboration between groups or sectors of a community. Each participant in the Coalition retains their identity, but all agree to work together toward a common goal of building a safe, healthy, and drug-free community. "Community" means an approved geographic area within school district boundaries, or within High School Attendance Areas (HSAA) and their feeder schools. "Community Prevention and Wellness Initiative" or "CPWI" means the HCA substance use disorder prevention delivery system that focuses prevention services in high-need communities in Washington State as selected by Contractor and approved by HCA. "Confidential Information" means information that may be exempt from disclosure to the public or other unauthorized persons under chapter 42.56 RCW or chapter 70.02 RCW or other state or federal statutes or regulations. Confidential Information includes, but is not limited to, any information identifiable to an individual that relates to a natural person's health, (see also Protected Health Information); finances, education, business, use or receipt of governmental services, names, addresses, telephone numbers, social security numbers, driver license numbers, financial profiles, credit card numbers, financial identifiers and any other identifying numbers, law enforcement records, HCA source code or object code, or HCA or State security information. "Contract" or "Agreement" or "Interagency Agreement" means this Agreement document and all schedules, exhibits, attachments, incorporated documents and amendments. "Contractor" means the named contractor contact on the cover sheet, its employees and agents. Contractor additionally includes any firm, provider, organization, individual or other entity performing services under this Agreement. It also includes any Subcontractor retained by Contractor as permitted under the terms of this Agreement. Washington State Page 6 HCA Contract No. K3929 Health Care Authority "Covered entity" means a health plan, a health care clearinghouse or a health care provider who transmits any health information in electronic form to carry out financial or administrative activities related to health care, as defined in 45 CFR 160.103. "CSAP" means SAMHSA's Center for Substance Abuse Prevention. CSAP works with federal, state, public, and private organizations to develop a comprehensive prevention system. "Data" means information produced, furnished, acquired, or used by Contractor in meeting requirements under this Agreement. "DBHR" means the Division of Behavioral Health and Recovery or its successor. "DEA" means United Stated Drug Enforcement Agency. "Dedicated Marijuana Account" or "DMA" means revenue generated by the taxation of retail marijuana as a result of the implementation of Initiative 502 (1-502) as authorized by the Washington State Legislature in 2E2SHB 2136. "DUNS" or "Data Universal Numbering System" means a unique identifier for businesses. DUNS numbers are assigned and maintained by Dun and Bradstreet (D&B) and are used for a variety of purposes, including applying for government contracting opportunities. "Effective Date" means the first date this Agreement is in full force and effect. It may be a specific date agreed to by the parties; or, if not so specified, the date of the last signature of a party to this Agreement. "EPA" means the Environmental Protection Agency. "Evidence-Based Program" or "EBP" means a program that has been tested in heterogeneous or intended populations that can be implemented with a set of procedures to all successful replication in Washington. An EBP has had multiple randomized and/or statistically-controlled evaluations, or one large multiple-site randomized and/or statistically-controlled evaluations, and the weight of the evidence from a systematic review demonstrates sustained improvements in at least one of the desired outcomes. "Fiscal/Program Requirements" means the Supplementary Instructions and Fiscal Policy Standards for Reimbursable Costs otherwise known as the Billing Guide for Substance Use Disorder Prevention and Mental Health Promotion and is located at: https://www hca wa Qov/billers-providers-partners/prior-authorization-claims-and- billing/provider-billing-guides-and-fee-schedules#t. "General Fund State" or "GFS" means the administrative allocation awarded for Substance Abuse Block Grant. Washington State Page 7 HCA Contract No. K3929 Health Care Authority "HCA Agreement Manager" means the individual identified on the cover page of this Agreement who will provide oversight of the Contractor's activities conducted under this Agreement. "Health Care Authority" or "HCA" means the Washington State Health Care Authority, any division, section, office, unit or other entity of HCA, or any of the officers or other officials lawfully representing HCA. "Health Disparities" means "a particular type of health difference that is closely linked with social, economic, and/or environmental disadvantage. Health disparities adversely affect groups of people who have systematically experienced greater obstacles to health based on their racial or ethnic group; religion; socioeconomic status; gender; age; mental health; cognitive sensory, or physical disability; sexual orientation or gender identity; geographic location; or other characteristics historically linked to discrimination or exclusion." (Healthy People 2020) "Health Equity" means the "attainment of the highest level of health for all people. Achieving health equity requires valuing everyone equally with focused and ongoing societal efforts to address avoidable inequalities, historical and contemporary injustices, and the elimination of health and health care disparities." (Healthy People 2020) "Innovation Program" means a program that does not fall into the other categories of Evidenced-based, Research-based, or Promising. "Media materials and publications" means (1) News Release: A brief written announcement the agency provides to reporters highlighting key events, research, results, new funding and programs, and other news; (2) Paid Media: Any advertising space/time that is purchased for prevention/coalition messages )printed publications/newspapers, online, outdoor, on-screen, TV and radio); (3) Earned Media: Published news stories (print, broadcast or online) resulting from the Contractor's Agreements with reporters; (4) Donated Media, including public service announcements. Any free advertising space or time from broadcast, print, outdoor, online, and other advertising vendors; (5) Social Media: Also referred to as new media: messaged posted online of Facebook, Twitter, YouTube, Instagram, Snapchat and similar sites. "Overpayment" means any payment or benefit to the Contractor in excess of that to which the Contractor is entitled by law, rule, or this Agreement, including amounts in dispute. "Partnership for Success" or "PFS" means the Federal Substance Abuse and Mental Health Services Administration (SAMHSA) Grant 2013 and 2018, CFDA number 93.243. "Promising Program" means a program that is based on statistical analyses or a well- established theory of change, shows potential for meeting the "evidence-based" or "research- based" criteria, and could include the use of a program that is evidenced-based for outcomes other than the alternative use. Washington State Page 8 HCA Contract No. K3929 Health Care Authority "Proprietary Information" means information owned by Contractor to which Contractor claims a protectable interest under law. Proprietary Information includes, but is not limited to, information protected by copyright, patent, trademark, or trade secret laws. "Protected Health Information" or "PHI" means individually identifiable information 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 past, present, or future payment for provision of health care to an individual, as defined in 45 CFR 160.103. Individually identifiable information is information that identifies the individual or about which there is a reasonable basis to believe it can be used to identify the individual, and includes demographic information. PHI is information transmitted, maintained, or stored in any form or medium. 45 CFR 164.501. PHI does not include education records covered by the Family Educational Rights and Privacy Act, as amended, 20 United States Code (USC) 1232g(a)(4)(b)(iv). "Prevention Activity Data" means information input to the"Substance Use Disorder Prevention Mental Health Promotion Online Reporting System: or "Minerva" to record all active prevention services including outcome measures. This information will be used to verify services identified in A-19 invoices prior to payment and must be entered into Minerva by the close of business of the fifteenth (15th) of each month for prevention activities provided during the previous month. "Prevention System Manager" or "PSM" means the designee assigned to manage day to day responsibilities associated with this Agreement. "Regular Annual Schedule" means consistent, reliable services with a pattern of implementation intervals throughout the year. "Research-Based Program" means a program that has been tested with a single randomized and/or statistically controlled evaluation, demonstrates sustained desirable outcomes; or where the weight of the evidence from a systematic review supports sustained outcomes as identified in the term "evidence-based," but does not meet the full criteria for "evidence-based." For the purposes of this project, only programs from the list in Exhibit A are to be considered Research-based. "RCW" means the Revised Code of Washington. All references in this Agreement to RCW chapters or sections include any successor, amended, or replacement statute. Pertinent RCW chapters can be accessed at: http://apps.leg.wa.gov/rcw/. "Substance Abuse Block Grant" or "SABG" means Federal Substance Abuse Block Grant funded by the Substance Abuse and Mental Health Services Administration (SAMHSA), CFDA number 93.959. "SAMHSA" means the Substance Abuse and Mental Health Services Administration. Washington State Page 9 HCA Contract No.K3929 Health Care Authority "Statement of Work" or "SOW" means a detailed description of the work activities the Contractor is required to perform under the terms and conditions of this Agreement, including the deliverables and timeline, and is Schedule A hereto. "State Opioid Response" or "SOR" means the Federal Substance Abuse and Mental Health Services Administration (SAMHSA) Grant, CFDA number 93.788. "Subcontractor" means a person or entity that is not in the employment of the Contractor, who is performing all or part of the business activities under this Agreement under a separate contract with Contractor. The term "Subcontractor" means subcontractor(s) of any tier. "Subrecipient" means a contractor operating a federal or state assistance program receiving federal funds and having the authority to determine both the services rendered and disposition of program. See Office of Management and Budget (OMB) Super Circular 2 CFR 200.501 and 45 CFR 75.501, "Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards for additional detail. "Substance Use Disorder Prevention and Mental Health Promotion Online Reporting System" or "Minerva" means the management information system maintained by HCA that collects planning, demographic, and prevention service data. "USC" means the United States Code. All references in this Agreement to USC chapters or sections shall include any successor, amended, or replacement statute. The USC may be accessed at http://uscode.house.gov/ 3. SPECIAL TERMS AND CONDITIONS 3.1 Performance expectations expected performance under this agreement includes, but is not limited to, the following: 3.1.1 Knowledge of applicable state and federal laws and regulations pertaining to subject of Agreement; 3.1.1.1 21 CFR Food and Drugs Chapter 1, Subchapter C, Drugs: General https://www.Iaw.cornell.edu/cfr/text/21/chapter-1/subchapter-C 3.1.1.2 42 CFR Subchapter A-General Provisions Part 2 Confidentiality of Alcohol and Drug Abuse Patient Records_ https://www.Iaw.cornell.edu/cfr/text/45/r)art- 6/subpart-L 3.1.1.3 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for HHS Awards 2 CFR Part 200 in 45 CFR Part 75 https://www.Iaw cornell.edu/cfr/text/2/part-200 Washington State Page 10 HCA Contract No. K3929 Health Care Authority https://www.law.cornell.edu/cfr/text/45/part-75 3.1.2 Use of professional judgment; 3.1.3 Collaboration with HCA staff in Contractor's conduct of the services; 3.1.4 Conformance with HCA directions regarding the delivery of the services; 3.1.5 Timely, accurate and informed communications; 3.1.6 Regular completion and updating of project plans, reports, documentation and communications; 3.1.7 Ensure all services and activities provided by the Contractor or subcontractor, shall be designed and delivered in a manner sensitive to the needs of all diverse populations; 3.1.8 Regular, punctual attendance at all meetings; and 3.1.9 Provision of high quality services. 3.1.10 Prior to payment of invoices, HCA will review and evaluate the performance of Contractor in accordance with Agreement and these performance expectations and may withhold payment if expectations are not met or Contractor's performance is unsatisfactory. 3.2 TERM 3.2.1 The initial term of the Agreement will commence on July 1, 2019, and continue through June 30, 2021, unless terminated sooner as provided herein. 3.2.2 This Agreement may be extended in whatever time increments HCA deems appropriate. 3.2.3 Work performed without an Agreement or amendment signed by the authorized representatives of both parties will be at the sole risk of the Contractor. HCA will not pay any costs incurred before an Agreement or any subsequent amendment(s) is fully executed. 3.3 COMPENSATION 3.3.1 The Maximum Compensation payable to Contractor for the performance of all things necessary for or incidental to the performance of work as set forth in Schedule A, Statement of Work is $364,595 and additional Exhibits as applicable to Contractor, and includes any allowable expenses. Payment for Washington State Page 11 HCA Contract No. K3929 Health Care Authority satisfactory performance of the work will not exceed this amount unless the parties mutually agree to a higher amount. 3.3.1.1 The fund sources and maximums for this Contract are $364,595. 3.3.2 Contractor's compensation for services rendered will be based on the amounts listed in the Exhibit D, A&R and/or in accordance with the terms outlined in the Fiscal/Program Requirements and Invoices and Payments. In addition, the Contractor must meet the schedule set forth in Schedule A, Statement of Work and additional Exhibits as applicable to the Contractor. 3.3.2.1 Total compensation payable to Contractor for satisfactory performance of the work under this Agreement is $364,595. The fund sources and maximums for this Agreement are up to $161,434 from the Substance Abuse Block Grant (SABG) Block Grant, CFDA#93.959; $13,600 from General Fund State; $44,966 Dedicated Marijuana Account (DMA) Funds; $51,177 Partnership for Success (PFS) 2018 CFDA#93.243; $93,418 State Opioid Response (SOR) and/or SOR supplemental CFDA #93.788; $0 State Targeted Response (STR) no cost extension CFDA#93.788; and $0 Partnership for Success (PFS) 2013 no cost extension CDFA#93.243. 3.3.3 Federal funds disbursed through this Agreement were received by HCA. 3.3.3.1 Contractor agrees to comply with applicable rules and regulations associated with these federal funds and has signed Attachment 2: Federal Compliance, Certification and Assurances, attached. 3.4 INVOICE AND PAYMENT 3.4.1 Contractor must submit accurate State Form A-19 invoices, or other such forms as designated by HCA, to the following address for all amounts to be paid by HCA via e-mail to: A-19DBHR(LDhca.wa.gov not more than monthly unless approved by HCA. Contractor may bill for cost reimbursement for month of service if appropriate service data is provided in Minerva. The Contractor must include the HCA Agreement number in the subject line of the email, followed by the Prevention System Naming Convention and cc the Agreement Manager or designee when submitting the invoice. 3.4.2 Invoices must describe and document to RCA's satisfaction a description of the work performed, the progress of the project, and fees. If expenses are invoiced, invoices must provide a detailed breakdown of each type. 3.4.3 HCA shall not be obligated to reimburse the Contractor for any services or activities performed prior to having a fully executed copy of this Contract. Washington State Page 12 HCA Contract No. K3929 Health Care Authority 3.4.4 The Contractor assures that work performed and invoiced does not duplicate work to be charged to the State of Washington under any other Contract or agreement with the Contractor. 3.4.5 If the Contractor claims and HCA reimburses for expenditures under this Contract which HCA later finds were claimed in error and/or not allowable costs under the terms of this Contract, HCA shall recover these costs and the Contractor shall fully cooperate with the recovery. 3.4.6 Contractor must submit properly itemized invoices to include thefollowing information, as applicable: 3.4.6.1 HCA Agreement number K3929; 3.4.6.2 Contractor name, address, phone number; 3.4.6.3 Description of Services; 3.4.6.4 Date(s) of delivery; 3.4.6.5 Net invoice price for each item; 3.4.6.6 Applicable taxes; 3.4.6.7 Total invoice price; and 3.4.6.8 Payment terms and any available prompt payment discount. 3.4.7 HCA will return incorrect or incomplete invoices to the Contractor for correction and reissue. The Agreement Number must appear on all invoices, bills of lading, packages, and correspondence relating to this Agreement. 3.4.8 In order to receive payment for services or products provided to a state agency, Contractor must register with the Statewide Payee Desk at_ htto://des wa gov/services/ContractingPurchasing/BusinessNendorPay/Pages/d efa ult.asox. 3.4.9 Payment will be considered timely if made by HCA within thirty (30) calendar days of receipt of properly completed invoices. Payment will be directly deposited in the bank account or sent to the address Contractor designated in its registration. 3.4.10 Upon expiration of the Agreement, any claims for payment for costs due and payable under this Agreement that are incurred prior to the expiration date must be submitted by the Contractor to HCA within sixty (60) calendar days after the Agreement expiration date. HCA is under no obligation to pay any claims that are submitted sixty-one (61) or more calendar days after the Agreement expiration date ("Belated Claims"). HCA will pay Belated Claims at its sole discretion, and any such potential payment is contingent upon the availability of funds. Washington State Page 13 HCA Contract No. K3929 Health Care Authority 3.4.10.1 Submit final billing for services provided within forth-five (45) days after the end of the State Fiscal Year (June 30). 3.4.10.2 Submit final billing for services for SOR and PFS within forty-five (45) days after the end of each Federal Fiscal Year (September 29). 3.4.10.3 Submit final billing for services for STR within forty-five (45) days after the end of the fiscal period for STR (April 30). 3.4.11 The Contractor shall ensure all expenditures for services and activities under the Agreement are submitted on the A-19 invoice appropriate for Minerva data entry. In the event the Contractor or a subcontractor fails to maintain reporting obligations under this Agreement, HCA reserves the right to withhold reimbursements to the Contractor until the obligations are met. 3.4.12 Administrative costs shall be billed separately from direct prevention services as indicated on the A-19 invoice. 3.4.12.1 Administrative costs are defined in the Fiscal/Program Requirements. 3.4.12.2 The Contractor shall use no more than eight percent 8% of the SOR, PFS, STR, and/or DMA allocation for administrative costs. 3.4.12.3 No SABG funds allocated in this contract shall be used for administrative costs. Admin for SABG is allocated as GFS. 3.4.13 HCA reserves the right to reduce the Prevention funds awarded in the Agreement if the Contractor expenditures are below 60% of expected levels during the fiscal quarter. Expenditures will be reviewed quarterly. 3.4.14 SOR, PFS, STR, and DMA funds may not be carried forward from year toyear, based upon their respective fiscal year. 3.4.15 Based upon Exhibit D, Awards and Revenue (A&R), the source of funds in this contract may include, as applicable, Substance Abuse Block Grant (SABG) CFDA 94.959, the Washington State Dedicated Marijuana Account Fund (DMA), General Fund State (GFS), the State Opioid Response (SOR) Grant CFDA 93.788, the State Targeted Response (STR) Grant CFDA 93.788, and/or the Partnerships for Success (PFS) Grant CFDA 93.243. 3.5 CONTRACTOR AND HCA AGREEMENT MANAGERS 3.5.1 Contractor's Agreement Manager or designee will have prime responsibility and final authority for the services provided under this Agreement and be the principal point of contact for the HCA Agreement Manager for all business matters, performance matters, and administrative activities. Washington State Page 14 HCA Contract No. K3929 Health Care Authority 3.5.2 HCA's Agreement Manager or designee is responsible for monitoring the Contractor's performance and will be the contact person for all communications regarding Agreement performance and deliverables. The HCA Agreement Manager or designee has the authority to accept or reject the services provided and must approve Contractor's invoices prior to payment. 3.5.3 The contact information provided below may be changed by written notice of the change (email acceptable) to the other party. CONTRACTOR Health Care Authority Contract Manager Information Contract Manager Information Name: Name: Fallon Baraga Title: Title: Agreement Manager Address: 621 8th Avenue SE Address: Olympia, WA 98504 Phone: Phone: 360-725-2042 Email: Email: fallon.baraga@hca.wa.gov 3.6 LEGAL NOTICES Any notice or demand or other communication required or permitted to be given under this Agreement or applicable law is effective only if it is in writing and signed by the applicable party, properly addressed, and delivered in person, via email, or by a recognized courier service, or deposited with the United States Postal Service as first-class mail, postage prepaid certified mail, return receipt requested, to the parties at the addresses provided in this section. 3.6.1 In the case of notice to the Contractor: Attention: 3.6.2 In the case of notice to HCA: Attention: Contracts Administrator Health Care Authority Division of Legal Services PO Box 42702 Olympia, WA 98504-2702 3.6.3 Notices are effective upon receipt or four (4) Business Days after mailing, whichever is earlier. Washington State Page 15 HCA Contract No. K3929 Health Care Authority 3.6.4 The notice address and information provided above may be changed by written notice of the change given as provided above. 3.7 SAMHSA AWARD TERMS. 3.7.1 General. If the Contractor is a subrecipient of federal awards under any Program Agreement as defined by 2 CFR Part 200, the Contractor shall: 3.7.1.1 Comply with the all applicable provisions of the Notice of Awards for SOR, STR, and PFS grants, and SABG. 3.7.1.2 Comply with RCW 69.50.540 Dedicated Marijuana Account Appropriations. 3.7.1.3 Maintain records that identify, in its accounts, all federal awards received and expended and the federal programs under which they were received, by Catalog of Federal Domestic Assistance (CFDA) title and number, award number and year, name of the federal agency, and name of the pass-through entity; 3.7.1.4 Maintain internal controls that provide reasonable assurance that the Contractor is managing federal awards in compliance with laws, regulations, and provisions of contracts or grant agreements that could have a material effect on each of its federal programs; 3.7.1.5 Comply with requirements of Charitable Choice (42 USC 300x- 65 and 42 CFR Section 54); 3.7.1.5.1 The Contractor shall ensure that Charitable Choice Requirements of 42 CFR Part 54 are followed and that Faith-Based Organizations (FBO) are provided opportunities to compete with traditional alcohol/drug abuse prevention providers for funding. 3.7.1.5.2 If the Contractor subcontracts with FBOs, the Contractor shall require the FBO to meet the requirements of 42 CFR Part 54 as follows: 3.7.1.5.3 Applicants/recipients for/of services shall be provided with a choice of prevention providers. 3.7.1.5.4 The FBO shall facilitate a referral to an alternative provider within a reasonable time frame when requested by the recipient of services. 3.7.1.5.5 The FBO shall report to the Contractor all referrals made to alternative providers. 3.7.1.5.6 The FBO shall provide recipients with a notice of their Washington State Page 16 HCA Contract No. K3929 Health Care Authority rights. 3.7.1.5.7 The FBO provides recipients with a summary of services that includes any inherently religious activities. Prepare appropriate financial statements, including a schedule of expenditures of federal awards; 3.7.1.6 Incorporate 2 CFR Part 200, Subpart F audit requirements into all agreements between the Contractor and its Subcontractors who are subrecipients; 3.7.1.7 Comply with the applicable requirements of 2 CFR Part 200, including any future amendments to 2 CFR Part 200, and any successor or replacement Office of Management and Budget (OMB) Circular or regulation; and 3.7.1.8 Comply with the Omnibus Crime Control and Safe Streets Act of 1968; Title VI of the Civil Rights Act of 1964; Section 504 of the Rehabilitation Act of 1973; Title I I of the Americans with Disabilities Act of 1990; Title IX of the Education Amendments of 1972; The Age Discrimination Act of 1975; and The Department of Justice Non-Discrimination Regulations at 28 CFR Part 42, Subparts C, D, E, and G, and 28 CFR Parts 35 and 39. (Go to_ www.omp.usdoo.clov/ocr/for additional information and access to the aforementioned Federal laws and regulations.) 3.8 INCORPORATION OF DOCUMENTS AND ORDER OF PRECEDENCE Each of the documents listed below is by this reference incorporated into this Agreement. In the event of an inconsistency, the inconsistency will be resolved in the following order of precedence: 3.8.1 Applicable Federal and State of Washington statutes and regulations; 3.8.2 Business Associate Agreement, HCA Agreement Number K3929; 3.8.3 Recitals 3.8.4 Special Terms and Conditions; 3.8.5 General Terms and Conditions; 3.8.6 Attachment 1: Confidential Information Security Requirements; 3.8.7 Attachment 2: Federal Compliance, Certifications and Assurances; 3.8.8 Attachment 3: Federal Funding Accountability and Transparency Act Data Collection Form; Washington State Page 17 HCA Contract No. K3929 Health Care Authority 3.8.9 Schedule A: Statement of Work; 3.9 INSURANCE 3.9.1 HCA certifies that it is self-insured under the State's self-insurance liability program, as provided by RCW 4.92.130, and shall pay for losses for which is found liable. 3.9.2 The Contractor certifies by signing this Agreement that either: 3.9.2.1 The Contractor is self-insured or insured through a risk pool and shall pay for losses for which it is found liable, or 3.9.2.2 The Contractor maintains the types and amounts of insurance identified below and shall, if requested by HCA; provide certificates of insurance to that effect to the HCA contact on page one of theAgreement. 3.9.2.2.1 Commercial General Liability Insurance Policy —to include coverage for bodily injury, property damage, and contractual liability, with the following minimum limits: Each occurrence - $1,000,000; General Aggregate- $2,000,000. The policy shall include liability arising out of premises, operations, independent contractors, products-completed operations, personal injury, advertising injury, and liability assumed under an insured agreement. The state of Washington, HCA, its elected and appointed officials, agents, and employees shall be named as additional insureds. Additionally, Contractor is responsible for ensuring that any Subcontractors provide adequate insurance coverage for the activities arising out of subcontracts. 3.9.2.2.2 Professional Liability (PL) Insurance. The Contractor shall maintain Professional Liability Insurance or Errors & Omissions insurance, including coverage for losses caused by errors and omissions, with the following minimum limits: Each Occurrence- $1,000,000; Aggregate- $2,000,000. 3.10 BACKGROUND CHECKS (RCW 43.43, WAC 388-877 &388-877B) Contractor shall follow the requirements below and ensure this information is included in all subcontracts: Washington State Page 18 HCA Contract No. K3929 Health Care Authority a) Contractor shall ensure a criminal background check is conducted for all staff members, including but not limited to, treatment staff members, prevention 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; and b) When providing services to youth, Contractor shall ensure that requirements of WAC 388- 06-0170 are met. 4. GENERAL TERMS AND CONDITIONS 4.1 ACCESS TO DATA In compliance with RCW 39.26.180 (2) and federal rules, the Contractor must provide access to any data generated under this Agreement to HCA, the Joint Legislative Audit and Review Committee, the State Auditor, and any other state or federal officials so authorized by law, rule, regulation, or agreement at no additional cost. This includes access to all information that supports the findings, conclusions, and recommendations of the Contractor's reports, including computer models and methodology for those models. 4.2 ADVANCE PAYMENT PROHIBITED No advance payment will be made for services furnished by the Contractor pursuant to this Agreement. 4.3 AMENDMENTS This Agreement may be amended by mutual agreement of the parties. Such amendments will not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 4.4 ASSIGNMENT 4.4.1 Contractor may not assign or transfer all or any portion of this Agreement or any of its rights hereunder, or delegate any of its duties hereunder, except delegations as set forth in Section 4.37, Subcontracting, without the prior written consent of HCA. Any permitted assignment will not operate to relieve Contractor of any of its duties and obligations hereunder, nor will such assignment affect any remedies available to HCA that may arise from any breach of the provisions of this Agreement or warranties made herein, including but not limited to, rights of setoff. Any attempted assignment, transfer or delegation in contravention of this Subsection 4.4.1 of the Agreement will be null and void. 4.4.2 HCA may assign this Agreement to any public agency, commission, board, or Washington State Page 19 HCA Contract No. K3929 Health Care Authority the like, within the political boundaries of the State of Washington, with written notice of thirty (30) calendar days to Contractor. 4.4.3 This Agreement will inure to the benefit of and be binding on the parties hereto and their permitted successors and assigns. 4.5 ATTORNEYS' FEES In the event of litigation or other action brought to enforce the terms of this Agreement, each party agrees to bear its own attorneys' fees and costs. 4.6 CHANGE IN STATUS In the event of any substantive change in its legal status, organizational structure, or fiscal reporting responsibility, Contractor will notify HCA of the change. Contractor must provide notice as soon as practicable, but no later than thirty (30) calendar days after such a change takes effect. 4.7 CONFIDENTIAL INFORMATION PROTECTION 4.7.1 Contractor acknowledges that some of the material and information that may come into its possession or knowledge in connection with this Agreement or its performance may consist of Confidential Information. Contractor agrees to hold Confidential Information in strictest confidence and not to make use of Confidential Information for any purpose other than the performance of this Agreement, to release it only to authorized employees or Subcontractors requiring such information for the purposes of carrying out this Agreement, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make the information known to any other party without HCA's express written consent or as provided by law. 4.7.2 Contractor agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to Confidential Information (See Attachment 1: Confidential Information Security Requirements). 4.7.3 Contractors that come into contact with Protected Health Information may be required to enter into a Business Associate Agreement with HCA in compliance with the requirements of 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) (HIPAA). 4.7.4 HCA reserves the right to monitor, audit, or investigate the use of Confidential Information collected, used, or acquired by Contractor through this Agreement. Violation of this section by Contractor or its Subcontractors may result in termination of this Agreement and demand for return of all Confidential Washington State Page 20 HCA Contract No. K3929 Health Care Authority Information, monetary damages, or penalties. 4.7.5 The obligations set forth in this Section will survive completion, cancellation, expiration, or termination of this Agreement. 4.8 CONFIDENTIAL INFORMATION SECURITY The federal government, including the Substance Abuse and Mental Health Services Administration (SAMHSA), and the State of Washington all maintain security requirements regarding privacy, data access, and other areas. Contractor is required to comply with the Confidential Information Security Requirements set out in Attachment 1 to this Agreement and appropriate portions of the Washington OCIO Security Standard, 141.10 (https�//ocio.wa.gov/policies/1 41-securing-information-technology-assets/141 10-securing- information-technology-assets). 4.9 CONFIDENTIAL INFORMATION BREACH — REQUIRED NOTIFICATION 4.9.1 Contractor must notify the HCA Privacy Officer (HCAPrivacyOfficer(a)hca.wa.gov) within five Business Days of discovery of any Breach or suspected Breach of Confidential Information. 4.9.2 Contractor will take steps necessary to mitigate any known harmful effects of such unauthorized access including, but not limited to, sanctioning employees and taking steps necessary to stop further unauthorized access. Contractor agrees to indemnify and hold HCA harmless for any damages related to unauthorized use or disclosure of Confidential Information by Contractor, its officers, directors, employees, Subcontractors or agents. 4.9.3 If notification of the Breach or possible Breach must (in the judgment of HCA) be made under the HIPAA Breach Notification Rule, or RCW 42.56.590 or RCW 19.255.010, or other law or rule, then: 4.9.3.1 HCA may choose to make any required notifications to the individuals, to the U.S. Department of Health and Human Services Secretary (DH HS) Secretary, and to the media, or direct Contractor to make them or any of them. 4.9.3.2 In any case, Contractor will pay the reasonable costs of notification to individuals, media, and governmental agencies and of other actions HCA reasonably considers appropriate to protect HCA clients (such as paying for regular credit watches in some cases). 4.9.3.3 Contractor will compensate HCA clients for harms caused to them by any Breach or possible Breach. 4.9.4 Any breach of this clause may result in termination of the Agreement and the demand for return or disposition (Attachment 1, Section 6) of all Confidential Washington State Page 21 HCA Contract No. K3929 Health Care Authority Information. 4.9.5 Contractor's obligations regarding Breach notification survive the termination of this Agreement and continue for as long as Contractor maintains the Confidential Information and for any breach or possible breach at any time. 4.10 CONTRACTOR'S PROPRIETARY INFORMATION Contractor acknowledges that HCA is subject to chapter 42.56 RCW, the Public Records Act, and that this Agreement will be a public record as defined in chapter 42.56 RCW. Any specific information that is claimed by Contractor to be Proprietary Information must be clearly identified as such by Contractor. To the extent consistent with chapter 42.56 RCW, HCA will maintain the confidentiality of Contractor's information in its possession that is marked Proprietary. If a public disclosure request is made to view Contractor's Proprietary Information, HCA will notify Contractor of the request and of the date that such records will be released to the requester unless Contractor obtains a court order from a court of competent jurisdiction enjoining that disclosure. If Contractor fails to obtain the court order enjoining disclosure, HCA will release the requested information on the date specified. 4.11 COVENANT AGAINST CONTINGENT FEES Contractor warrants that no person or selling agent has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established agents maintained by the Contractor for the purpose of securing business. HCA will have the right, in the event of breach of this clause by the Contractor, to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration or recover by other means the full amount of such commission, percentage, brokerage or contingent fee. 4.12 DEBARMENT By signing this Agreement, Contractor certifies that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded in any Washington State or Federal department or agency from participating in transactions (debarred). Contractor agrees to include the above requirement in any and all subcontracts into which it enters, and also agrees that it will not employ debarred individuals. Contractor must immediately notify HCA if, during the term of this Agreement, Contractor becomes debarred. HCA may immediately terminate this Agreement by providing Contractor written notice, if Contractor becomes debarred during the term hereof. 4.13 DISPUTES The parties will use their best, good faith efforts to cooperatively resolve disputes and problems that arise in connection with this Agreement. Both parties will continue without delay to carry out their respective responsibilities under this Agreement while attempting to Washington State Page 22 HCA Contract No. K3929 Health Care Authority resolve any dispute. When a genuine dispute arises between HCA and the Contractor regarding the terms of this Agreement or the responsibilities imposed herein and it cannot be resolved between the parties' Agreement Managers, either party may initiate the following dispute resolution process. 4.13.1 The initiating party will reduce its description of the dispute to writing and deliver it to the responding party (email acceptable). The responding party will respond in writing within five (5) Business Days (email acceptable). If the initiating party is not satisfied with the response of the responding party, then the initiating party may request that the HCA Director review the dispute. Any such request from the initiating party must be submitted in writing to the HCA Director within five (5) Business Days after receiving the response of the responding party. The HCA Director will have sole discretion in determining the procedural manner in which he or she will review the dispute. The HCA Director will inform the parties in writing within five (5) Business Days of the procedural manner in which he or she will review the dispute, including a timeframe in which he or she will issue a written decision. 4.13.2 A party's request for a dispute resolution must: 4.13.2.1 Be in writing; 4.13.2.2 Include a written description of the dispute; 4.13.2.3 State the relative positions of the parties and the remedy sought; 4.13.2.4 State the Agreement Number and the names and contact information for the parties; 4.13.3 This dispute resolution process constitutes the sole administrative remedy available under this Agreement. The parties agree that this resolution process will precede any action in a judicial or quasi-judicial tribunal. 4.14 ENTIRE AGREEMENT HCA and Contractor agree that the Agreement is the complete and exclusive statement of the agreement between the parties relating to the subject matter of the Agreement and supersedes all letters of intent or prior Agreements, oral or written, between the parties relating to the subject matter of the Agreement, except as provided in Section 4.44 Warranties. 4.15 FEDERAL FUNDING ACCOUNTABILITY & TRANSPARENCY ACT (FFATA) 4.15.1 This Agreement is supported by federal funds that require compliance with the Federal Funding Accountability and Transparency Act (FFATA or the Transparency Act). The purpose of the Transparency Act is to make information available online so the public can see how federal funds arespent. Washington State Page 23 HCA Contract No. K3929 Health Care Authority 4.15.2 To comply with the act and be eligible to enter into this Agreement, Contractor must have a Data Universal Numbering System (DUNS®) number. A DUNS® number provides a method to verify data about your organization. If Contractor does not already have one, a DUNS® number is available free of charge by contacting Dun and Bradstreet at www.dnb.com. 4.15.3 Information about Contractor and this Agreement will be made available on_ www.uscontractorregistration.com by HCA as required by P.L. 109-282. HCA's Attachment 3: Federal Funding Accountability and Transparency Act Data Collection Form, is considered part of this Agreement and must be completed and returned along with the Agreement. 4.16 FORCE MAJEURE A party will not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event. 4.17 FUNDING WITHDRAWN, REDUCED OR LIMITED If HCA determines in its sole discretion that the funds it relied upon to establish this Agreement have been withdrawn, reduced or limited, or if additional or modified conditions are placed on such funding after the effective date of this Agreement but prior to the normal completion of this Agreement, then HCA, at its sole discretion, may: 4.17.1 Terminate this Agreement pursuant to Section 4.41.1, TERMINATION DUE TO CHANGE IN FUNDING; 4.17.2 Renegotiate the Agreement under the revised funding conditions; or 4.17.3 Suspend Contractor's performance under the Agreement upon five (5) Business Days' advance written notice to Contractor. HCA will use this option only when HCA determines that there is reasonable likelihood that the funding insufficiency may be resolved in a timeframe that would allow Contractor's performance to be resumed prior to the normal completion date of this Agreement. 4.17.3.1 During the period of suspension of performance, each party will inform the other of any conditions that may reasonably affect the potential for resumption of performance. 4.17.3.2 When HCA determines in its sole discretion that the funding insufficiency is resolved, it will give Contractor written notice to resume performance. Upon the receipt of this notice, Contractor will provide written notice to HCA informing HCA whether it can resume Washington State Page 24 HCA Contract No. K3929 Health Care Authority performance and, if so, the date of resumption. For purposes of this subsection, "written notice" may include email. 4.17.3.3 If the Contractor's proposed resumption date is not acceptable to HCA and an acceptable date cannot be negotiated, HCA may terminate the Agreement by giving written notice to Contractor. The parties agree that the Agreement will be terminated retroactive to the date of the notice of suspension. HCA will be liable only for payment in accordance with the terms of this Agreement for services rendered prior to the retroactive date of termination. 4.18 GOVERNING LAW This Agreement is governed in all respects by the laws of the state of Washington, without reference to conflict of law principles. The jurisdiction for any action hereunder is exclusively in the Superior Court for the state of Washington, and the venue of any action hereunder is in the Superior Court for Thurston County, Washington. Nothing in this Agreement will be construed as a waiver by HCA of the State's immunity under the 11thAmendment to the United States Constitution. 4.19 HCA NETWORK SECURITY Contractor agrees not to attach any Contractor-supplied computers, peripherals or software to the HCA Network without prior written authorization from HCA's Chief Information Officer. Unauthorized access to HCA networks and systems is a violation of HCA Policy and constitutes computer trespass in the first degree pursuant to RCW 9A.52.110. Violation of any of these laws or policies could result in termination of the Agreement and other penalties. Contractor will have access to the HCA visitor Wi-Fi Internet connection while on site. 4.20 INDEMNIFICATION Contractor must defend, indemnify, and save HCA harmless from and against all claims, including reasonable attorneys' fees resulting from such claims, for any or all injuries to persons or damage to property, or Breach of its confidentiality and notification obligations under Section 4.7 Confidential Information Protection and Section 4.8 Confidentiality Breach-Required Notification, arising from intentional or negligent acts or omissions of Contractor, its officers, employees, or agents, or Subcontractors, their officers, employees, or agents, in the performance of this Agreement. 4.21 INDEPENDENT CAPACITY OF THE CONTRACTOR The parties intend that an independent contractor relationship will be created by this Agreement. Contractor and its employees or agents performing under this Agreement are not employees or agents of HCA. Contractor will not hold itself out as or claim to be an officer or employee of HCA or of the State of Washington by reason hereof, nor will Washington State Page 25 HCA Contract No. K3929 Health Care Authority Contractor make any claim of right, privilege or benefit that would accrue to such employee under law. Conduct and control of the work will be solely with Contractor. 4.22 INDUSTRIAL INSURANCE COVERAGE Prior to performing work under this Agreement, Contractor must provide or purchase industrial insurance coverage for the Contractor's employees, as may be required of an "employer" as defined in Title 51 RCW, and must maintain full compliance with Title 51 RCW during the course of this Agreement. 4.23 LEGAL AND REGULATORY COMPLIANCE 4.23.1 During the term of this Agreement, Contractor must comply with all local, state, and federal licensing, accreditation and registration requirements/standards, necessary for the performance of this Agreement and all other applicable federal, state and local laws, rules, and regulations. 4.23.2 While on the HCA premises, Contractor must comply with HCA operations and process standards and policies (e.g., ethics, Internet / email usage, data, network and building security, harassment, as applicable). HCA will make an electronic copy of all such policies available to Contractor. 4.23.3 Failure to comply with any provisions of this section may result in Agreement termination. 4.24 LIMITATION OF AUTHORITY Only the HCA Authorized Representative has the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Agreement. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this Agreement is not effective or binding unless made in writing and signed by the HCA Authorized Representative. 4.25 NO THIRD-PARTY BENEFICIARIES HCA and Contractor are the only parties to this Agreement. Nothing in this Agreement gives or is intended to give any benefit of this Agreement to any third parties. 4.26 NONDISCRIMINATION During the performance of this Agreement, the Contractor must comply with all federal and state nondiscrimination laws, regulations and policies, including but not limited to: Title VII of the Civil Rights Act, 42 U.S.C. §12101 et seq.; the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. §12101 et seq., 28 CFR Part 35; and Title 49.60 RCW, Washington Law Against Discrimination. In the event of Contractor's noncompliance or refusal to comply with any nondiscrimination law, regulation or policy, this Agreement may be rescinded, canceled, Washington State Page 26 HCA Contract No. K3929 Health Care Authority or terminated in whole or in part under the Termination for Default sections, and Contractor may be declared ineligible for further Agreements with HCA. 4.27 OVERPAYMENTS TO CONTRACTOR In the event that overpayments or erroneous payments have been made to the Contractor under this Agreement, HCA will provide written notice to Contractor and Contractor shall refund the full amount to HCA within thirty (30) calendar days of the notice. If Contractor fails to make timely refund, HCA may charge Contractor one percent (1%) per month on the amount due, until paid in full. If the Contractor disagrees with HCA's actions under this section, then it may invoke the dispute resolution provisions of Section 4.13 Disputes. 4.28 PAY EQUITY 4.28.1 Contractor represents and warrants that, as required by Washington state law (Laws of 2017, Chap. 1, § 147), during the term of this Agreement, it agrees to equality among its workers by ensuring similarly employed individuals are compensated as equals. For purposes of this provision, employees are similarly employed if (i) the individuals work for Contractor, (ii) the performance of the job requires comparable skill, effort, and responsibility, and (iii) the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. 4.28.2 Contractor may allow differentials in compensation for its workers based in good faith on any of the following: (i) a seniority system; (ii) a merit system; (iii) a system that measures earnings by quantity or quality of production; (iv) bona fide job- related factor(s); or (v) a bona fide regional difference in compensation levels. 4.28.3 Bona fide job-related factor(s)" may include, but not be limited to, education, training, or experience, that is: (i) consistent with business necessity; (ii) not based on or derived from a gender-based differential; and (iii) accounts for the entire differential. 4.28.4 A "bona fide regional difference in compensation level" must be (i) consistent with business necessity; (ii) not based on or derived from a gender-based differential; and (iii) account for the entire differential. 4.28.5 Notwithstanding any provision to the contrary, upon breach of warranty and Contractor's failure to provide satisfactory evidence of compliance within thirty (30) Days of RCA's request for such evidence, HCA may suspend or terminate this Agreement. 4.29 PUBLICITY 4.29.1 The award of this Agreement to Contractor is not in any way an endorsement Washington State Page 27 HCA Contract No. K3929 Health Care Authority of Contractor or Contractor's Services by HCA and must not be so construed by Contractor in any advertising or other publicity materials. 4.29.2 Contractor agrees to submit to HCA, all advertising, sales promotion, and other publicity materials relating to this Agreement or any Service furnished by Contractor in which HCA's name is mentioned, language is used, or Internet links are provided from which the connection of RCA's name with Contractor's Services may, in HCA's judgment, be inferred or implied. Contractor further agrees not to publish or use such advertising, marketing, sales promotion materials, publicity or the like through print, voice, the Web, and other communication media in existence or hereinafter developed without the express written consent of HCA prior to such use. 4.30 RECORDS AND DOCUMENTS REVIEW 4.30.1 The Contractor must maintain books, records, documents, magnetic media, receipts, invoices or other evidence relating to this Agreement and the performance of the services rendered, along with accounting procedures and practices, all of which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Agreement. At no additional cost, these records, including materials generated under this Agreement, are subject at all reasonable times to inspection, review, or audit by HCA, the Office of the State Auditor, and state and federal officials so authorized by law, rule, regulation, or agreement [See 42 USC 1396a(a)(27)(B); 42 USC 1396a(a)(37)(B); 42 USC 1396a(a)(42(A); 42 CFR 431, Subpart Q; and 42 CFR 447.202]. 4.30.2 The Contractor must retain such records for a period of six (6) years after the date of final payment under this Agreement. 4.30.3 If any litigation, claim or audit is started before the expiration of the six (6) year period, the records must be retained until all litigation, claims, or audit findings involving the records have been resolved. 4.31 REMEDIES NON-EXCLUSIVE The remedies provided in this Agreement are not exclusive, but are in addition to all other remedies available under law. 4.32 RIGHT OF INSPECTION The Contractor must provide right of access to its facilities to HCA, or any of its officers, or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Agreement. Washington State Page 28 HCA Contract No. K3929 Health Care Authority 4.33 RIGHTS IN DATA/OWNERSHIP 4.33.1 HCA and Contractor agree that all data and work products (collectively "Work Product") produced pursuant to this Agreement will be considered a work for hire under the U.S. Copyright Act, 17 U.S.C. §101 et seq, and will be owned by HCA. Contractor is hereby commissioned to create the Work Product. Work Product includes, but is not limited to, discoveries, formulae, ideas, improvements, inventions, methods, models, processes, techniques, findings, conclusions, recommendations, reports, designs, plans, diagrams, drawings, Software, databases, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions, to the extent provided by law. Ownership includes the right to copyright, patent, register and the ability to transfer these rights and all information used to formulate such Work Product. 4.33.2 If for any reason the Work Product would not be considered a work for hire under applicable law, Contractor assigns and transfers to HCA, the entire right, title and interest in and to all rights in the Work Product and any registrations and copyright applications relating thereto and any renewals and extensions thereof. 4.33.3 Contractor will execute all documents and perform such other proper acts as HCA may deem necessary to secure for HCA the rights pursuant to this section. 4.33.4 Contractor will not use or in any manner disseminate any Work Product to any third party, or represent in any way Contractor ownership of any Work Product, without the prior written permission of HCA. Contractor shall take all reasonable steps necessary to ensure that its agents, employees, or Subcontractors will not copy or disclose, transmit or perform any Work Product or any portion thereof, in any form, to any third party. 4.33.5 Material that is delivered under this Agreement, but that does not originate therefrom ("Preexisting Material"), must be transferred to HCA with a nonexclusive, royalty-free, irrevocable license to publish, translate, reproduce, deliver, perform, display, and dispose of such Preexisting Material, and to authorize others to do so. Contractor agrees to obtain, at its own expense, express written consent of the copyright holder for the inclusion of Preexisting Material. HCA will have the right to modify or remove any restrictive markings placed upon the Preexisting Material by Contractor. 4.33.6 Contractor must identify all Preexisting Material when it is delivered under this Agreement and must advise HCA of any and all known or potential infringements of publicity, privacy or of intellectual property affecting any Washington State Page 29 HCA Contract No. K3929 Health Care Authority Preexisting Material at the time of delivery of such Preexisting Material. Contractor must provide HCA with prompt written notice of each notice or claim of copyright infringement or infringement of other intellectual property right worldwide received by Contractor with respect to any Preexisting Material delivered under this Agreement. 4.34 RIGHTS OF STATE AND FEDERAL GOVERNMENTS In accordance with 45 C.F.R. 95.617, all appropriate state and federal agencies, including but not limited to the Centers for Medicare and Medicaid Services (CMS), will have a royalty- free, nonexclusive, and irrevocable license to reproduce, publish, translate, or otherwise use, and to authorize others to use for Federal Government purposes: (i) software, modifications, and documentation designed, developed or installed with Federal Financial Participation (FFP) under 45 CFR Part 95, subpart F; (ii) the Custom Software and modifications of the Custom Software, and associated Documentation designed, developed, or installed with FFP under this Agreement; (iii) the copyright in any work developed under this Agreement; and (iv) any rights of copyright to which Contractor purchases ownership under this Agreement. 4.35 SEVERABILITY If any provision of this Agreement or the application thereof to any person(s) or circumstances is held invalid, such invalidity will not affect the other provisions or applications of this Agreement that can be given effect without the invalid provision, and to this end the provisions or application of this Agreement are declared severable. 4.36 SITE SECURITY While on HCA premises, Contractor, its agents, employees, or Subcontractors must conform in all respects with physical, fire or other security policies or regulations. Failure to comply with these regulations may be grounds for revoking or suspending security access to these facilities. HCA reserves the right and authority to immediately revoke security access to Contractor staff for any real or threatened breach of this provision. Upon reassignment or termination of any Contractor staff, Contractor agrees to promptly notify HCA. 4.37 SUBCONTRACTING 4.37.1 Neither Contractor, nor any Subcontractors, may enter into subcontracts for any of the work contemplated under this Agreement without prior written approval of HCA. HCA has sole discretion to determine whether or not to approve any such subcontract. In no event will the existence of the subcontract operate to release or reduce the liability of Contractor to HCA for any breach in the performance of Contractor's duties. 4.37.2 Any agreement between Contractor and a Subcontractor shall include the terms and conditions that meet or exceed all requirements and conditions in Washington State Page 30 HCA Contract No. K3929 Health Care Authority this Agreement that the Contractor is required to meet when providing services to patients, clients, or persons seeking assistance, including but not limited to: (1) identification of funding sources; (b) DUNS number and zip code +4 of subcontractor; (c) determination of eligible clients; (d) payment or reimbursement arrangement in compliance with the Fiscal/Program Requirements; (e) termination of a subcontract shall be grounds for a fair hearing for the service applicant or a grievance for the recipient if similar services are immediately available in the County; (f) Contractor rights in the event of termination of a subcontract to ensure all data on services provided have been entered into the Substance Use Disorder Prevention and Mental Health Promotion Online Reporting System ("Minerva"); (g) informing service applications and recipients of their right to a grievance in the case of a denial or termination of service and/or failure to act upon a request for services with reasonable promptness; (h) audit requirements in compliance with OMB 2, Part 200, Subpart F (A-133); (i) authorizing Contractor to conduct an inspection of any and all subcontractor facilities where services are provided; 0) requiring Subcontractor to perform background checks on its employees and independent contractors used to perform the services; (k) representation and warranty that Subcontractor is not has not been debarred or suspended by any state or the federal government; (1) Business Associate Agreement in compliance with the requirements of HIPAA; (m) protection of the Confidential Information and restrictions on the providing and sharing of data; and (n) identifying unallowable uses of federal funds. 4.37.3 If at any time during the progress of the work HCA determines in its sole judgment that any Subcontractor is incompetent or undesirable, HCA will notify Contractor, and Contractor must take immediate steps to terminate the Subcontractor's involvement in the work. 4.37.4 The rejection or approval by the HCA of any Subcontractor or the termination of a Subcontractor will not relieve Contractor of any of its responsibilities under the Agreement, nor be the basis for additional charges to HCA. 4.37.5 Contractor shall submit a subcontract monitoring plan to Agreement Manager or designee fifteen (15) days prior of entering into first subcontract during Agreement period for review and HCA approval to include a plan for (a) an annual onsite review of each subcontract providing services monitoring the subcontractor's contractual, fiscal, and programmatic compliance; (b) preparation of written documentation of each on-site visit and delivery of such documentation to HCA; (c) ensuring subcontractors have entered services funded under this Agreement in the Minerva database; and (d) ensuring records of additional monitoring activities in the Contractor's subcontractor file are kept and making them available to HCA upon request, including any audit and any independent documentation. Additionally, in the event of subcontractor termination or closure, the Contractor shall withhold final payment of any Washington State Page 31 HCA Contract No. K3929 Health Care Authority subcontract until all required Minerva reporting is complete. 4.37.6 The Contractor shall ensure that subcontractors have entered services funded under this contract in Minerva. The Contractor may not require subcontractor to enter duplicate prevention service data that is entered into Minerva into an additional system. The Contractor shall ensure the proper training of staff and designated back-up staff for Minerva data entry to meet report due dates. 4.37.7 The Contractor shall maintain records of additional monitoring activities in the Contractor's subcontractor file and make them available to HCA upon request including any audit and any independent documentation. 4.38 SUBRECIPIENT 4.38.1 General If the Contractor is a subrecipient (as defined in 45 CFR 75.2 and 2 CFR 200.93) of federal awards, then the Contractor, in accordance with 2 CFR 200.501 and 45 CFR 75.501, shall: 4.38.1.1 Maintain records that identify, in its accounts, all federal awards received and expended and the federal programs under which they were received, by Catalog of Federal Domestic Assistance (CFDA) title and number, award number and year, name of the federal agency, and name of the pass-through entity; 4.38.1.2 Maintain internal controls that provide reasonable assurance that the Contractor is managing federal awards in compliance with laws, regulations, and provisions of contracts or grant agreements that could have a material effect on each of its federal programs; 4.38.1.3 Prepare appropriate financial statements, including a schedule of expenditures of federal awards; 4.38.1.4 Incorporate OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501 audit requirements into all agreements between the Contractor and its Subcontractors who are subrecipients; 4.38.1.5 Comply with any future amendments to OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501 and any successor or replacement Circular or regulation; 4.38.1.6 Comply with the applicable requirements of OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501 and any future amendments to OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501, and any successor or replacement Circular or regulation; and 4.38.1.7 Comply with the Omnibus Crime Control and Safe streets Act of 1968, Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Title II of the Americans with Disabilities Act of 1990, Title IX of the Education Amendments of 1972, The Washington State Page 32 HCA Contract No. K3929 Health Care Authority Age Discrimination Act of 1975, and The Department of Justice Non-Discrimination Regulations, 28 C.F.R. Part 42, Subparts C.D.E. and G, and 28 C.F.R. Part 35 and 39. (Go to http://oop.00v/about/offices/o-cr.htm for additional information and access to the aforementioned Federal laws and regulations.) 4.38.2 Single Audit Act Compliance If the Contractor is a subrecipient and expends $750,000 or more in federal awards from any and/or all sources in any fiscal year, the Contractor shall procure and pay for a single audit or a program-specific audit for that fiscal year. Upon completion of each audit, the Contractor shall: 4.38.2.1 Submit to the Authority contact person the data collection form and reporting package specified in OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501, reports required by the program-specific audit guide (if applicable), and a copy of any management letters issued by the auditor; 4.38.2.2 Follow-up and develop corrective action for all audit findings; in accordance with OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501, prepare a "Summary Schedule of Prior Audit Findings." 4.38.3 Overpayments 4.38.3.1 If it is determined by HCA, or during the course of a required audit, that Contractor has been paid unallowable costs under this or any Program Agreement, Contractor shall refund the full amount to HCA as provided in Section 4.27 Overpayments to Contractors. 4.39 SURVIVAL The terms and conditions contained in this Agreement that, by their sense and context, are intended to survive the completion, cancellation, termination, or expiration of the Agreement will survive. In addition, the terms of the sections titled Confidential Information Protection, Confidential Information Breach — Required Notification, Contractor's Proprietary Information, Disputes, Overpayments to Contractor, Publicity, Records and Documents Review, Rights in Data/Ownership, and Rights of State and Federal Governments will survive the termination of this Agreement. The right of HCA to recover any overpayments will also survive the termination of this Agreement. 4.40 TAXES All payments accrued on account of payroll taxes, unemployment contributions, any other taxes, insurance, or other expenses for the Contractor or its staff is the sole responsibility of the Contractor. Washington State Page 33 HCA Contract No. K3929 Health Care Authority 4.41 TERMINATION 4.41.1 TERMINATION DUE TO CHANGE IN FUNDING 4.41.1.1 If the funds that HCA relied upon to establish any Agreement are withdrawn, reduced, or limited, or if additional modified conditions are placed on such funding, and such changes materially affect the ability of HCA to provide funds or to perform under the Agreement, HCA will notify and consult with the Contractor as soon as practical and, as a last resort, may terminate this Agreement by providing at least fifteen (15) calendar days written notice to the Contractor. 4.41.1.2 If funds are available, HCA will pay the Contractor for its reasonable costs that directly relate to termination of the Agreement. The parties may identify and agree upon such costs. Such costs may include, but are not limited to, closeout costs, unemployment costs, severance pay, retirement benefits, reasonable profits, and termination costs associated with any approved subcontract. 4.41.2 TERMINATION FOR CONVENIENCE 4.41.2.1 Either party may terminate the agreement for Convenience by giving the other party at least thirty (30) days written notice. 4.41.2.2 The Contract must address such notices to: Health Care Authority Contract Services Post Office Box 42702 Olympia, Washington 98504-2702 4.41.2.3 HCA must direct such notices to the Contract contact named on the first page of the Agreement. 4.41.2.4 If either party terminates the Agreement for convenience, the terminating party may pay an amount agreed to by the parties for actual costs incurred by the non-terminating party in performance of or in reliance on the Agreement. 4.41.3 TERMINATION FOR DEFAULT 4.41.3.1 The Contracts Administrator may terminate the Agreement for Default, in whole or in part, by written notice to the Contractor if HCA has a reasonable basis to believe the Contract has: 4.41.3.1.1 Failed to meet or maintain any requirement for contracting in this Agreement with HCA: 4.41.3.1.2 Failed to perform under any provision of the Agreement; Washington State Page 34 HCA Contract No. K3929 Health Care Authority 4.41.3.1.3 Negligently failed to ensure the health or safety of any client for whom services ae being provided under the Agreement; 4.41.3.1.4 Violated any applicable law, regulation, rule, or ordinance related to the Agreement; and/or 4.41.3.1.5 Otherwise breached any provision or condition of the Agreement. 4.41.3.2 The Contracts Administrator must give the Contractor at least ten (10) business days' notice of HCAs intent to terminate the Agreement, along with a summary of the facts supporting such termination. 4.41.3.2.1 The Contractor must have a least ten (10) business days in which to cure the default provided that it will reasonably take longer than ten (10) business days to cure the default, the cure period will be a reasonable period agreed by the parties. 4.41.3.2.2 In the event of a continuing pattern of default, the Contracts Administrator will not be required to provide a cure period. 4.41.3.2.3 The Contract Administrator is not required to offer a cure period if a client's health or safety is at risk. This provision does not apply if the alleged default is an activity related to Contractor law, custom, or practice. 4.41.3.3 The Contractor may terminate this Agreement for default, in whole or in part, by written notice to HCA if the Contractor has a reasonable basis to believe that HCA has: 4.41.3.3.1 Failed to meet or maintain any requirement for contracting with the Contractor: 4.41.3.3.2 Failed to perform under any provision of the Agreement; 4.41.3.3.3 Violated any law, regulation, rule, or ordinance applicable to work performed under the Agreement; and/or 4.41.3.3.4 Otherwise breached any provision or condition of the Washington State Page 35 HCA Contract No. K3929 Health Care Authority Agreement. 4.41.3.4 Before the Contractor may terminate the Agreement for default, the Contract must provide HCA at least ten (10) business days written notice of the Contractor's intent to terminate the Agreement, along with a summary of the facts supporting such termination. HCA must have at least ten (10 business days in which to cure the default provided that it will reasonably take longer than ten (10) business days to cure the default, the cure period must be a reasonable period agreed by the parties. 4.41.4 TERMINATION FOR WITHDRAWAL OFAUTHORITY In the event that the authority of HCA to perform any of its duties is withdrawn, reduced, or limited in any way after the commencement of this Agreement and prior to normal completion, HCA may immediately terminate this Agreement in whole or in part, by providing written notice to the Contractor. The termination will be effective on the date specified in the termination notice. HCA will be liable only for payment in accordance with the terms of this Agreement for services rendered prior to the effective date of termination. HCA agrees to notify Contractor of such withdrawal of authority at the earliest possible time. No penalty will accrue to HCA in the event the termination option in this section is exercised. This section must not so as to permit HCA to terminate this Agreement in order to acquire similar services from a third party. 4.42 TERMINATION PROCEDURES The following provisions must survive and be binding on the parties in the event the Agreement is terminated: 4.42.1 The Contract must cease to perform any services required by the Agreement as of the effective date of termination and must comply with all reasonable instructions contained in the notice of termination. 4.42.2 If requested by HCA within ten (10) business days of termination, the Contactor must, within a period not to exceed thirty (30) business days, deliver to HCA all HCA assets or property in its possession. If the Contractor does not return HCA property within thirty (30) business days of the Agreement termination, the Contractor will be charged with all reasonable costs of recovery, including transportation and attorney's fees. The Contractor must protect and preserve any property of HCA that is in the possession of the Contractor pending return to HCA. 4.42.3 HCA will be liable for an will pay for those services authorized and provided through the date of termination. HCA may pay an amount agreed to by the parties for partially completed work and services, if work products are useful to Washington State Page 36 HCA Contract No. K3929 Health Care Authority or useable by HCA. 4.42.4 If the Contracts Administrator terminates the Agreement for default, HCA may withhold a sum from the final payment to the Contractor that is reasonable and necessary to protect HCA against reasonably anticipated loss or liability. HCA must provide the Contractor with written notice of the amount withheld and the nature of the reasonable anticipated loss or liability. If it is later determined that the Contractor wan to in default, HCA must pay the amount withheld to the Contractor within ten (10) business days of determines that the Contractorwas not in default. 4.43 WAIVER Waiver of any breach of any term or condition of this Agreement will not be deemed a waiver of any prior or subsequent breach or default. No term or condition of this Agreement will be held to be waived, modified, or deleted except by a written instrument signed by the parties. Only the HCA Authorized Representative has the authority to waive any term or condition of this Agreement on behalf of HCA. 4.44 WARRANTIES 4.44.1 Contractor represents and warrants that it will perform all services pursuant to this Agreement in a professional manner and with high quality and will immediately re- perform any services that are not in compliance with this representation and warranty at no cost to HCA. 4.44.2 Contractor represents and warrants that it shall comply with all applicable Iocal, State, and federal licensing, accreditation and registration requirements and standards necessary in the performance of the Services. 4.44.3 Any written commitment by Contractor within the scope of this Agreement will be binding upon Contractor. Failure of Contractor to fulfill such a commitment may constitute breach and will render Contractor liable for damages under the terms of this Agreement. For purposes of this section, a commitment by Contractor includes: (i) Prices, discounts, and options committed to remain in force over a specified period of time; and (ii) any warranty or representation made by Contractor to HCA or contained in any Contractor publications, or descriptions of services in written or other communication medium, used to influence HCA to enter into this Agreement. Washington State Page 37 HCA Contract No. K3929 Health Care Authority Attachment 1 Confidential Information Security Requirements 1. Definitions In addition to the definitions set out in Section 2 of this Agreement K3929 for CPWI Prevention Services, the definitions below apply to this Attachment. a. "Hardened Password" means a string of characters containing at least three of the following character classes: upper case letters; lower case letters; numerals; and special characters, such as an asterisk, ampersand or exclamation point. i. Passwords for external authentication must be a minimum of 10 characters long. ii. Passwords for internal authentication must be a minimum of 8characters long. iii. Passwords used for system service or service accounts must be aminimum of 20 characters long. b. "Portable/Removable Media" means any Data storage device that can be detached or removed from a computer and transported, including but not limited to: optical media (e.g. CDs, DVDs); USB drives; or flash media (e.g. CompactFlash, SD, MMC). c. "Portable/Removable Devices" means any small computing device that can be transported, including but not limited to: handhelds/PDAs/Smartphones; Ultramobile PC's, flash memory devices (e.g. USB flash drives, personal media players); and laptops/notebook/tablet computers. If used to store Confidential Information, devices should be Federal Information Processing Standards (FIPS) Level 2 compliant. d. "Secured Area" means an area to which only Authorized Users have access. Secured Areas may include buildings, rooms, or locked storage containers (such as a filing cabinet) within a room, as long as access to the Confidential Information is not available to unauthorized personnel. e. "Transmitting" means the transferring of data electronically, such as via email, SFTP, webservices, AWS Snowball, etc. f. "Trusted System(s)" means the following methods of physical delivery: (1) hand- delivery by a person authorized to have access to the Confidential Information with written acknowledgement of receipt; (2) United States Postal Service ("USPS") first class mail, or USPS delivery services that include Tracking, such as Certified Mail, Express Mail or Registered Mail; (3) commercial delivery services (e.g. FedEx,UPS, Washington State Page 38 HCA Contract No. K3929 Health Care Authority DHL) which offer tracking and receipt confirmation; and (4) the Washington State Campus mail system. For electronic transmission, the Washington State Governmental Network (SGN) is a Trusted System for communications within that Network. g. "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. Confidential Information Transmitting a. When transmitting HCA's Confidential Information electronically, including via email, the Data must be encrypted using NIST 800-series approved algorithms (http://csrc.nist.gov/publications/PubsSPs.html). This includes transmission over the public internet. b. When transmitting HCA's Confidential Information via paper documents, the Receiving Party must use a Trusted System. 3. Protection of Confidential Information The Contractor agrees to store Confidential Information as described: a. Data at Rest: i. Data will be encrypted with NIST 800-series approved algorithms. Encryption keys will be stored and protected independently of the data. Access to the Data will be restricted to Authorized Users through the use of access control lists, a Unique User ID, and a Hardened Password, or other authentication mechanisms which provide equal or greater security, such as biometrics or smart cards. Systems which contain or provide access to Confidential Information must be located in an area that is accessible only to authorized personnel, with access controlled through use of a key, card key, combination lock, or comparable mechanism. ii. Data stored on Portable/Removable Media or Devices: • Confidential Information provided by HCA on Removable Media will be encrypted with NIST 800-series approved algorithms. Encryption keyswill be stored and protected independently of the Data. • HCA's data must not be stored by the Receiving Party on Portable Devices or Media unless specifically authorized within the Data Share Agreement. If so authorized, the Receiving Party must protect the Data by: Washington State Page 39 HCA Contract No. K3929 Health Care Authority 1. Encrypting with NIST 800-series approved algorithms. Encryption keys will be stored and protected independently of the data; 2. Control access to the devices with a Unique User ID and Hardened Password or stronger authentication method such as a physical token or biometrics; 3. Keeping devices in locked storage when not in use; 4. Using check-in/check-out procedures when devices are shared; 5. Maintain an inventory of devices; and 6. Ensure that when being transported outside of a Secured Area,all devices with Data are under the physical control of an Authorized User. b. Paper documents. Any paper records containing Confidential Information must be protected by storing the records in a Secured Area that is accessible only 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. 4. Confidential Information Segregation HCA Confidential Information received under this Contract must be segregated or otherwise distinguishable from non-HCA data. This is to ensure that when no longer needed by the Contractor, all HCA Confidential Information can be identified for return or destruction. It also aids in determining whether HCA Confidential Information has or may have been compromised in the event of a security Breach. a. The HCA Confidential Information must be kept in one of the following ways: i. on media (e.g. hard disk, optical disc, tape, etc.) which will contain only HCA Data; or ii. in a logical container on electronic media, such as a partition or folder dedicated to HCA's Data; or iii. in a database that will contain only HCA Data; or iv. within a database and will be distinguishable from non-HCA Data by the value of a specific field or fields within database records; or V. when stored as physical paper documents, physically segregated from non- HCA Data in a drawer, folder, or other container. Washington State Page 40 HCA Contract No. K3929 Health Care Authority b. When it is not feasible or practical to segregate HCA Confidential Information from non-HCA data, then both the HCA Confidential Information and the non-HCA data with which it is commingled must be protected as described in thisAttachment. 5. Confidential Information Shared with Subcontractors If HCA Confidential Information provided under this Contract is to be shared with a Subcontractor, the contract with the Subcontractor must include all of the Confidential Information Security Requirements. 6. Confidential Information Disposition When the Confidential Information is no longer needed, except as noted below, the Confidential Information must be returned to HCA or destroyed. Media are to be destroyed using a method documented within NIST 800-88 (http://csrc.nist.gov/publications/PubsSPs.html). a. For HCA's Confidential Information stored on network disks, deleting unneeded Confidential Information is sufficient as long as the disks remain in a Secured Area and otherwise meet the requirements listed in Section 3, above. Destruction of the Confidential Information as outlined in this section of this Attachment may be deferred until the disks are retired, replaced, or otherwise taken out of the Secured Area. Washington State Page 41 HCA Contract No. K3929 Health Care Authority ATTACHMENT 2 FEDERAL COMPLIANCE, CERTIFICATIONS, AND ASSURANCES In the event federal funds are included in this agreement,the following sections apply: I. Federal Compliance and II.Standard Federal Assurances and Certifications. In the instance of inclusion of federal funds,the Contractor may be designated as a sub-recipient and the effective date of the amendment shall also be the date at which these requirements go into effect. I. FEDERAL COMPLIANCE - The use of federal funds requires additional compliance and control mechanisms to be in place. The following represents the majority of compliance elements that may apply to any federal funds provided under this contract. For clarification regarding any of these elements or details specific to the federal funds in this contract, contact: Alicia Hughes for SOR, or Sarah Mariani for PFS. a. Source of Funds: This agreement is being funded partially or in full through Cooperative Agreement number 1H79TIO81705-01 (SOR), the full and complete terms and provisions of which are hereby incorporated into this agreement can be found by reference in Attachment 4. Federal funds to support this agreement are identified by the Catalog of Federal Domestic Assistance(CFDA)number 93.778 an amount to $93,418. The sub-awardee is responsible for tracking and reporting the cumulative amount expended under HCA Contract No. K3929. Source of Funds: This agreement is being funded partially or in full through Cooperative Agreement number 1 H79SP080980-01 (PFS 2018), the full and complete terms and provisions of which are hereby incorporated into this agreement can be found by reference in Attachment 5. Federal funds to support this agreement are identified by the Catalog of Federal Domestic Assistance (CFDA) number 93.243 and amount to $51,177. The sub-awardee is responsible for tracking and reporting the cumulative amount expended under HCA Contract No. K3929. Source of Funds: This agreement is being funded partially or in full through Cooperative Agreement number T1010057(SABG),the full and complete terms and provisions of which are hereby incorporated into this agreement can be found by reference in Attachment 5. Federal funds to support this agreement are identified by the Catalog of Federal Domestic Assistance (CFDA)number 94.959 and amount to$161,434. The sub-awardee is responsible for tracking and reporting the cumulative amount expended under HCA Contract No. K3929. Source of Funds:This agreement is being funded partially or in full through Cooperative Agreement number 6H79T1026803-02M001 (STR NCE), the full and complete terms and provisions of which are hereby incorporated into this agreement can be found by reference in Attachment 5. Federal funds to support this agreement are identified by the Catalog of Federal Domestic Assistance (CFDA) number 93.788 and amount to$0. The sub-awardee is responsible for tracking and reporting the cumulative amount expended under HCA Contract No. K3929. Source of Funds:This agreement is being funded partially or in full through Cooperative Agreement number 7U79SP02301 1-01 (PFS 2013 NCE), the full and complete terms and provisions of which are hereby incorporated into this agreement can be found by reference in Attachment 5. Federal funds to Washington State Page 42 HCA Contract No. K3929 Health Care Authority support this agreement are identified by the Catalog of Federal Domestic Assistance (CFDA) number 93.243 and amount to $0. The sub-awardee is responsible for tracking and reporting the cumulative amount expended under HCA Contract No. K3929. b. Period of Availability of Funds: Pursuant to 45 CFR 92.23, Sub-awardee may charge to the award only costs resulting from obligations of the funding period specified in 1 H79TI081705-01, 1H79SP080980-01, T1010057, 6H79TI026803-02M001, and/or 7U79SP023011-01 unless carryover of unobligated balances is permitted, in which case the carryover balances may be charged for costs resulting from obligations of the subsequent funding period. All obligations incurred under the award must be liquidated no later than 90 days after the end of the funding period. c. Single Audit Act: A sub-awardee (including private, for-profit hospitals and non-profit institutions) shall adhere to the federal Office of Management and Budget (OMB) Super Circular 2 CFR200.501 and 45 CFR 75.501. A sub-awardee who expends $750,000 or more in federal awards during a given fiscal year shall have a single or program-specific audit for that year in accordance with the provisions of OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501. d. Modifications:This agreement may not be modified or amended, nor may any term or provision be waived or discharged, including this particular Paragraph, except in writing, signed upon by both parties. 1. Examples of items requiring Health Care Authority prior written approval include, but arenot limited to, the following: i. Deviations from the budget and Project plan. ii. Change in scope or objective of the agreement. iii. Change in a key person specified in the agreement. iv. The absence for more than three months or a 25% reduction in time by the Project Manager/Director. v. Need for additional funding. vi. Inclusion of costs that require prior approvals as outlined in the appropriate cost principles. vii. Any changes in budget line item(s) of greater than twenty percent(20%) of the total budget in this agreement. 2. No changes are to be implemented by the Sub-awardee until a written notice of approval is received from the Health Care Authority. e. Sub-Contracting: The sub-awardee shall not enter into a sub-contract for any of the work performed under this agreement without obtaining the prior written approval of the Health Care Authority. If sub- contractors are approved by the Health Care Authority, the subcontract, shall contain, at a minimum, sections of the agreement pertaining to Debarred and Suspended Vendors, Lobbying certification, Audit requirements, and/or any other project Federal, state, and local requirements. f. Condition for Receipt of Health Care Authority Funds: Funds provided by Health Care Authority tothe sub-awardee under this agreement may not be used by the sub-awardee as a match or cost-sharing provision to secure other federal monies without prior written approval by the Health Care Authority. g. Unallowable Costs. The sub-awardees' expenditures shall be subject to reduction for amounts included in any invoice or prior payment made which determined by HCA not to constituteallowable costs on the basis of audits, reviews, or monitoring of this agreement. h. Citizenship/Alien Verification/Determination: The Personal Responsibility and Work Opportunity Reconciliation Act (PRWORA) of 1996 (PL 104-193) states that federal public benefits should be made available only to U.S. citizens and qualified aliens. Entities that offer a service defined as a "federal public benefit" must make a citizenship/qualified alien determination/verification of applicants at the time of application as part of the eligibility criteria. Non-US citizens and unqualified aliens are not eligible to receive the services. PL 104-193 also includes specific reporting requirements. Washington State Page 43 HCA Contract No. K3929 Health Care Authority i. Federal Compliance: The sub-awardee shall comply with all applicable State and Federal statutes, laws, rules, and regulations in the performance of this agreement, whether included specifically inthis agreement or not. j. Civil Rights and Non-Discrimination Obligations During the performance of this agreement, the Contractor shall comply with all current and future federal statutes relating to nondiscrimination. These include but are not limited to: Title VI of the Civil Rights Act of 1964 (PL 88-352), Title IX of the Education Amendments of 1972 (20 U.S.C. §§ 1681-1683 and 1685-1686), section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794), the Age Discrimination Act of 1975 (42 U.S.C. §§ 6101- 6107), the Drug Abuse Office and Treatment Act of 1972 (PL 92-255), the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), §§523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§290dd-3 and 290ee-3), Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), and the Americans with Disability Act(42 U.S.C., Section 12101 et seq.) httr)://www.hhs.gov/ocr/civilrights HCA Federal Compliance Contact Information Federal Grants and Budget Specialist Health Care Policy Washington State Health Care Authority Post Office Box 42710 Olympia, Washington 98504-2710 II. CIRCULARS `COMPLIANCE MATRIX' - The following compliance matrix identifies the OMB Circulars that contain the requirements which govern expenditure of federal funds. These requirements apply to the Washington State Health Care Authority(HCA), as the primary recipient of federal funds and then follow the funds to the sub-awardee, Longview School District 122. The federal Circulars which provide the applicable administrative requirements, cost principles and audit requirements are identified by sub-awardee organization type. III. OMB CIRCULAR ENTITY TYPE ADMINISTRATIVE COST AUDIT REQUIREMENTS REQUIREMENTS PRINCIPLES State. Local and Indian OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501 Tribal Governments and Governmental Hospitals Non-Profit Organizations and Non-Profit Hospitals Colleges or Universities and Affiliated Hospitals For-Profit Organizations Washington State Page 44 HCA Contract No. K3929 Health Care Authority Definitions: "Sub-recipient"; means the legal entity to which a sub-award is made and which is accountable to the State for the use of the funds provided in carrying out a portion of the State's programmatic effort under a sponsored project. The term may include institutions of higher education,for-profit corporations or non-U.S. Based entities. "Sub-award and Sub-grant"are used interchangeably and mean a lower tier award of financial support from a prime awardee(e.g.,Washington State Health Care Authority)to a Sub-recipient for the performance of a substantive portion of the program.These requirements do not apply to the procurement of goods and services for the benefit of the Washington State Health Care Authority. IV. STANDARD FEDERAL CERTIFICATIONS AND ASSURANCES - Following are the Assurances, Certifications, and Special Conditions that apply to all federally funded (in whole or in part) agreements administered by the Washington State Health Care Authority. CERTIFICATIONS b) have not within a 3-year period preceding this 1. CERTIFICATION REGARDING contract been convicted of or had a DEBARMENT AND SUSPENSION The undersigned (authorized official signing for the contracting organization) certifies to the best of his or her knowledge and belief, that the contractor, defined as the primary participant in accordance with 45 CFR Part 76, and its principals: a) are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency; Washington State Page 45 HCA Contract No. K3929 Health Care Authority stolen property; civil judgment rendered against them for commission of fraud or a criminal offense in connection c) are not presently indicted or otherwise with obtaining, attempting to criminally or civilly charged by a obtain, or performing a public governmental entity (Federal, State, or (Federal, State, or local) local) with commission of any of the transaction or contract under a offenses enumerated in paragraph (b) of public transaction; violation of this certification; and Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery,falsification d) have not within a 3-year period preceding or destruction of records, making this contract had one or more public false statements, or receiving Washington State Page 46 HCA Contract No. K3929 Health Care Authority transactions (Federal, State, or local) will be taken against employees for terminated for cause or default. violation of such prohibition; Should the contractor not be able to provide b) Establishing an ongoing drug-free this certification, an explanation as to why awareness program to inform employees about should be placed after the assurances page (1) The dangers of drug abuse in the in the contract. workplace; (2) The contractor's policy of maintaining The contractor agrees by signing this a drug-free workplace; contract that it will include, without (3) Any available drug counseling, modification, the clause titled "Certification rehabilitation, and employee assistance Regarding Debarment, Suspension, In programs; and eligibility, and Voluntary Exclusion--Lower (4) The penalties that may be imposed Tier Covered Transactions" in all lower tier upon employees for drug abuse covered transactions (i.e., transactions with violations occurring in the workplace; sub-grantees and/or contractors) and in all solicitations for lower tier covered transactions in accordance with 45 CFRPart c) Making it a requirement that each 76. employee to be engaged in the performance of the contract be given a copy of the statement required by paragraph (a) above; 2. CERTIFICATION REGARDING DRUG- d) Notifying the employee in the statement FREE WORKPLACE REQUIREMENTS required by paragraph (a), above, that, as a condition of employment under the contract, the employee will— The undersigned (authorized official signing (1) Abide by the terms of the statement; for the contracting organization) certifiesthat and the contractor will, or will continue to, provide a drug-free workplace in accordance with 45 (2) Notify the employer in writing of his or CFR Part 76 by: her conviction for a violation of a criminal drug statute occurring in the workplace no later than five calendar days after such conviction; a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled e) Notifying the agency in writing within ten substance is prohibited in the grantee's calendar days after receiving notice workplace and specifying the actions that under paragraph (d)(2) from an Washington State Page 46 HCA Contract No. K3929 Health Care Authority i employee or otherwise receiving actual Washington State Page 47 HCA Contract No. K3929 Health Care Authority Olympia, WA 98504-2700 (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or 3. CERTIFICATION employee of Congress, or an employee REGARDING of a Member of Congress in connection LOBBYING Title 31, United States Code, Section 1352, entitled "Limitation on use of appropriated funds to influence certain Federal contracting and financial transactions," generally prohibits recipients of Federal grants and cooperative agreements from using Federal (appropriated) funds for lobbying the Executive or Legislative Branches of the Federal Government in connection with a SPECIFIC grant or cooperative agreement. Section 1352 also requires that each person who requests or receives a Federal grant or cooperative agreement must disclose lobbying undertaken with non-Federal (nonappropriated) funds. These requirements apply to grants and cooperative agreem ents EXCEEDING $100,000 in total costs (45 CFR Part 93). The undersigned (authorized official signing for the contracting organization) certifies, to the best of his or her knowledge and belief,that: Washington State Page 48 HCA Contract No. K3929 Health Care Authority notice of such conviction. Employers of PO Box 42700 convicted employees must provide notice, including position title, to every contract officer or other designee on whose contract activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices. Notice shall include the identification number(s) of each affected grant; f) Taking one of the following actions, within 30 calendar days of receiving notice under paragraph (d) (2), with respect to any employee who is so convicted— (1) Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; g) Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (a), (b), (c), (d), (e), and (f). For purposes of paragraph (e) regarding agency notification of criminal drug convictions, Authority has designated the following central point for receipt of such notices: Legal Services Manager WA State Health Care Authority 9 Washington State Page 49 HCA Contract No. K3929 Health Care Authority Medicaid, or facilities where WIC coupons certification required below will not necessarily result in denial of participation in are redeemed. Failure to comply with the provisions of the law may result in the imposition of a civil monetary penalty of up to $1,000 for each violation and/or the imposition of an administrative compliance order on the responsible entity. By signing the certification, the undersigned certifies that the contracting organization will comply with the requirements of the Act and will not allow smoking within any portion of any indoor facility used for the provision of services for children as defined by the Act. The contracting organization agrees that it will require that the language of this certification be included in any subcontracts which contain provisions for children's services and that all sub-recipients shall certify accordingly. The Public Health Services strongly encourages all recipients to provide a smoke-free workplace and promote the non- use of tobacco products. This is consistent with the PHS mission to protect and advance the physical and mental health of the American people. 6. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS INSTRUCTIONS FOR CERTIFICATION 1) By signing and submitting this proposal, the prospective contractor is providing the certification set out below. 2) The inability of a person to provide the 9 Washington State Page 50 HCA Contract No. K3929 Health Care Authority this covered transaction. The learns that its certification was erroneous prospective contractor shall submit when submitted or has become erroneous by an explanation of why it cannot reason of changed circumstances. ) provide the certification set out 5 The terms covered transaction, debarred, suspended, ineligible, lower tier covered below. The certification or transaction, participant, person, primary explanation will be considered in covered transaction, principal, proposal, and connection with the department or voluntarily excluded, as used in this clause, agency's determination whether to have the meanings set out in the Definitions enter into this transaction. However, failure of the prospective contractor and Coverage sections of the rules to furnish a certification t r an implementing Executive Order 12549. You may contact the person to whom this contract explanation shall disqualify such is submitted for assistance in obtaining a person from participation in this transaction. copy of those regulations. 6 The prospective contractor agrees by 3) The certification in this clause is a ) submitting this contract that, should the material representation of fact upon proposed covered transaction be entered which reliance was placed when the ned to into, it shall not knowingly enter into any lower department or agency determined later tier covered transaction with a person who is enter into this transaction. If it debarred, suspended, declared ineligible, or determined that the prospective voluntarily excluded from participation in this contractor knowingly rendered an covered transaction, unless authorized by erroneous certification, in addition to other remedies available to the Authority. Federal Government, the 7) The prospective contractor further agrees by department or agency may submitting this contract that it will include the terminate this transaction for cause clause titled -Certification Regarding of default. Debarment, Suspension, Ineligibility and 4) The prospective contractor shall Voluntary Exclusion -- Lower Tier Covered provide immediate written notice to Transaction," provided by HHS, without the department or agency to whom modification, in all lower tier covered this contract is submitted if at any time the prospective contractor Pa e 51 HCA Contract No. K3929 Washington State 9 Health Care Authority transactions and in all solicitations for lower in connection with obtaining, attempting to tier covered transactions. 8) A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Non-procurement List (of excluded parties). 9) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 10) Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, Authority may terminate this transaction for cause or default. 7. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS - - PRIMARY COVERED TRANSACTIONS 1) The prospective contractor certifies to the best of its knowledge and belief, that it and its principals: a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; b) Have not within a three-year period preceding this contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense Washington State Page 52 HCA Contract No. K3929 Health Care Authority II obtain, or performing a public with commission of any of the offenses (Federal, State or local) transaction enumerated in paragraph (1)(b) of this or contract under a public certification; and transaction; violation of Federal or d) Have not within a three-year period State antitrust statutes or preceding this contract had one or more commission of embezzlement, theft, public transactions (Federal, State or forgery, bribery, falsification or local) terminated for cause or default. destruction of records, making false statements, or receiving stolen 2) Where the prospective contractor is unable to property; certify to any of the statements in this c) Are not presently indicted for or certification, such prospective contractor otherwise criminally or civilly shall attach an explanation to this proposal. charged by a governmental entity (Federal, State or local) Washington State Page 53 HCA Contract No. K3929 Health Care Authority CONTRACTOR SIGNATURE REQUIRED SIGNATURE OF AUTHORIZED CERTIFYING TITLE OFFICIAL Please also print or type name: ORGANIZATION NAME: (if applicable) DATE Washington State Page 54 HCA Contract No. K3929 Health Care Authority Attachment 3 Federal Funding Accountability and Transparency Act (FFATA) Data Collection Form This Contract is supported by federal funds that require compliance with the Federal Funding Accountability and Transparency Act (FFATA or the Transparency Act). The purpose of the Transparency Act is to make information available online so the public can see how federal funds are spent. To comply with the act and be eligible to enter into this contract, your organization must have a Data Universal Numbering System (DUNS@) number. A DUNS@ number provides a method to verify data about your organization. If you do not already have one, you may receive a DUNSO number free of charge by contacting Dun and Bradstreet at www.dnb.com. Required Information about your organization and this contract will be made available on USASpending.gov by the Washington State Health Care Authority (HCA) as required by P.L. 109-282.As a tool to provide the information, HCA encourages registration with the Central Contractor Registry (CCR) because less data entry and re-entry is required by both HCA and your organization. You may register with CCR on-line at https://www.usc;onitracitariregistration.com/. Contractor must complete this form and return it to the Health Care Authority (HCA). CONTRACTOR 1. Legal Name 2. DUNS Number 3. Principle Place of Performance 3a. Congressional District 3b. City 3c. State 3d. Zip+4 3e. Country 4. Are you registered in CCR (https://www.uscontractorreaistration.. o YES (skip to page 2. Sign, date and return) ❑NO 5. In the preceding fiscal year did your organization: a. Receive 80% or more of annual gross revenue from federal contracts, subcontracts, grants,loans, subgrants, and/or cooperative agreements; Aad b. $25,000,000 or more in annual gross revenues from federal contracts, subcontracts, grants,loans, subgrants, and/or cooperative agreements; Md c. The public does not have access to information about the compensation of the executives through periodic reports filled with the IRS or the Security and Exchange Commission per 2 CFR Part 170.330 ❑ NO (skip the remainder of this section -Sign, date and return) ❑ YES (You must report the names and total compensation of the top 5 highly compensated officials of your organization). Name Of Official Total Compensation 1. 2. _[ Washington State Page 55 HCA Contract No. K3929 Health Care Authority 3. 4. Washington State Page 56 HCA Contract No. K3929 Health Care Authority f I 5. d noncash dollar value earned by the executive during the sub- Note: "Total compensation" means the cash anrecipient's past fiscal year of the following (for more information see 17 CFR 229.402 (c)(2)). e By signing this document, the Contractor Authorized Representative tative attests to the information. Signature of Contractor Authorized Representative Date HCA will not endorse the Contractor's subaward until this form is completed and returned. FOR HEALTH CARE AUTHORITY USE ONLY HCA Contract Number: K3929 Sub-award Project Description (see instructions and examples below) Instructions for Sub-award Project Description: In the first line of the description provide a title for the sub-award that captures the main purpose of the subrecipients work. Then, indicate the name of the subrecipient and provide a brief description that captures the overall purpose of the sub-award, how the funds will be used, and what will be accomplished. Example of a Sub-award Project Description: Increase Healthy Behaviors: Educational Services District XYZ will provide training and technical assistance to chemical dependency centers to assist the centers to integrate Washington State Page 57 HCA Contract No. K3929 Health Care Authority tobacco use into their existing addiction treatment programs. Funds will also be used to assist centers in creating tobacco free treatment environments. Washington State Page 58 HCA Contract No. K3929 Health Care Authority ATTACHMENT 4 HIPAA Complean= Preamble: This section of the Contract is the Business Associate Agreement as required by HIPAA. �. 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 carecomponents. 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. "HIPAK 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) (HITECHAct). 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 45CFR 164.502(g). j. "Minimum Necessary" means the least amount of PHI necessary to accomplish the purpose for which the PHI is needed. Page Washington State Pa a 59 HCA Contract No. K3929 Health Care Authority ealth Information (PHI)" means individually identifiable health information k, Protected H Business Associate on behalf of a created, received, maintained or transmitted by mental health condition of r e component of to the provisiooan to an Individual; the past, present, of health care health car f the Covered Entity that rela p resent, or future physics a ment for provision of health care to an Individual; or the past, present, or future p y information that identifies the Individual. 45 CFR 160.103. PHI includes able bademographic form or Individual or about which there is reasonable basis to bsmitted or held used any identify the Individual. 45 CFR 160.103. PHI is information ra Act, as amended, ti USCA includes EPHI. 45 CFR 160.103. PHI do eAnot include education records medium and i in its role as covered ( the Family plo Educational records held by a Covered Entity 1232g(a)(4)(B)(iv) or employment employer. "Security Incident' means the attempted or successful uointerference with system 1. access, use, Se Y disclosure, modification or destruction of information operations in an information system. M. "Subcontractor" as used in this HIPAA Compliance section of the Contract (in addition cia eans a s Asso to its definition in the General Terms and Conditions)Health Inforrmationson behalf toftha creates, receives, maintains, or transmits Protected another Business Associate. employment, n, application, utilization, examination, or "Use" includes the sharing, analysis, of PHI within an entity that maintains such information activities and tasks in by Comp ulations aspromulgated orm all Contract 2. Compliance. Business Associate shall Rules, and all attendantdreges, compliance with HIPAA, the HIP the U.S. Department of Health and Human Services, Office of Civil Rights. fitted and 3. Use and Disclosure of PHI. Business Associate is limited to the following pew required uses or disclosures of PHI: I frorn, and use to Protect PHI. Business Associate Subhall protect rrrtttC tof 45 CFR Part 1641(Security to a, Duty safeguards, and comply with Sup with respect appropriate safegprovided for Standards for the Protection of Elect sure discosProtected of PHIotherthan as p possession and EPHI,to prevent the unauthorized a s for as long as the PHI is within its posses in this Contract or as required by control, even after the termination or expiration of this Contract. HIPAA Minimum b. Minimum Necessary S tandard. Business Associate shall apply the H Use or disclosure of PHI necessary to achieve the purposes Necessary standard to any 2 through(d)(5). of this Contract. See 45 CFR 164.514 (d)( ) h(d)(5 As shall only Use or to erform the services specified in this Contract or as c. Disclosure Asa necessary Provision of Services. Businessly manner that would disclose PH shall not Use or disclose Privacy of Individually I in ar required by law, and Identifiable Health violate Subpart E of 45 C ( ific uses and disclosuresset Information) if done byove ed En6y, except for the spec forth below. HCA Contract No.K3929 Page 60 Washington State Health Care Authority 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 cant' 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 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; Washington State Page 61 HCA Contract No. K3929 Health Care Authority (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. 4. 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. (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). Washington State Page 62 HCA Contract No. K3929 Health Care Authority (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). 5. 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) . 6. 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). 7. 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 HIPAA Rules and for any imposed against its Subcontractors or agents for which it isfound liable. 8. 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 Washington State Page 63 HCA Contract No. K3929 Health Care Authority 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 thisContract. 9. 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. Washington State Page 64 HCA Contract No. K3929 Health Care Authority ATTACHMENT 5 1. SAMHSA Award Terms. a. This grant is subject to the terms and conditions, included directly, or incorporated by reference on the Notice of Award (NoA). b. Grant funds cannot be used to supplant current funding of existing activities. c. By law, none of the funds awarded can be used to pay the salary of an individual at a rate in excess of the Executive Level 1, which is $199,700 annually. d. Awardees and sub-recipients must maintain records which adequately identify the source and application of funds provided for financially assisted activities. These records must contain information pertaining to grant or sub-grant awards and authorizations, obligations, unobligated balances, assets, liabilities, outlays or expenditures, and income. SAMHSA or its designee may conduct a financial compliance audit and on-site program review of grants with significant amounts of Federal funding. e. Per 45 CFR 74.36 and 45 CFR 92.34 and the HHS Grants Policy Statement, any copyrighted or copyrightable works developed under this cooperative agreement/grant shall be subject to royalty-free, nonexclusive and irrevocable license to the government to reproduce, publish, or otherwise use them and to authorize others to do so for General Government purposes. Income earned from any copyrightable work developed under this grant must be used as program income. f. Program income accrued under this award must be used in accordance with the additional costs alternative described in 45 CFR 74.24(b)(1) or 45 CFR 92.25(g)(2) as applicable. Program income must be used to further the grant objectives and shall only be used for allowable costs as set forth in the applicable OMB circulars A- 102 and A-110. g. No part of any appropriation contained in this Act shall be used, other than for normal and recognized executive-legislative relationships, for publicity or propaganda purposes, for the preparation, distribution, or use of any kit, pamphlet, booklet, publication, radio, television, or video presentation designed to support or defeat legislation pending before the Congress, except in presentation to the Congress itself or any State legislature. h. No part of any appropriation contained in this Act shall be used to pay the salary or expenses of any grant or contract recipient, or agency acting for such recipient, related to any activity designed to influence legislation or appropriations pending before the Congress or any State legislature. Washington State Page 65 HCA Contract No. K3929 Health Care Authority i. Where a conference is funded by a grant or cooperative agreement the recipient must include the following statement on all conference materials (including promotional materials, agenda, and internet sites): "Funding for this conference was made possible (in part) by Grant SP20155, TM010056 and T1080249 from SAMHSA. The views expressed in written conference materials or publications and by speakers and moderators do not necessarily reflect the official policies of the Department of Health and Human Services; nor does mention of trade names, commercial practices, or organizations imply endorsement by the U.S. Government." j. If federal funds are used by the Contractor to attend a meeting, conference, etc. and meal(s) are provided as part of the program, then the per diem applied to the Federal travel costs (M&IE allowance) must be reduced by the allotted meal cost(s Washington State Page 66 HCA Contract No. K3929 Health Care Authority Schedule A Statement of Work The Contractor shall ensure services, and staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth below. Prevention programs and services include, but are not limited to: 1. Coordination of Prevention Services. The Contractor shall ensure: a. The provision of CPWI services in accordance with the CPWI Community Coalition Guide located on the Athena Forum website https://www.theathenaforum.org/cpwi-community-coalition-guide which outlines the minimal standards to participate in the CPWI. Contractor shall plan toreach the ideal benchmarks related to the community coalition's efforts and staffing to include: (1) Hire or identify a minimum of one part-time (0.5 FTE) staff member to serve as the qualified Community Coalition Coordinator upon contract execution. Full-time employment (1.0 FTE) for the Community Coalition Coordinator is allowable and strongly recommended in order to meet the scope of the project. (a) Ensure Community Coalition Coordinator(s) meet required position qualifications and workstation requirements found in the CPWI Community Coalition Guide. (b) Confirm an office space in the designated community for the Community Coalition Coordinator. (c) Contractor shall submit a completed Community Coalition Coordinator Qualification Checklist to Agreement Manager or designee for review. HCA shall review and respond within five business days. (2) Ensure Community Coalition Coordinators are Certified Prevention Professionals (CPP). (a) Ensure currently certified Community Coalition Coordinator(s) maintain CPP credential status, and (b) Ensure Certified Prevention Professional (CPP) certification within eighteen (18) months of new Community Coalition Coordinator start date. (c) HCA reserves the right to require Contractor to develop a Community Coalition Coordinator training plan if candidate does not meet required qualifications. Washington State Page 67 HCA Contract No. K3929 Health Care Authority b. Contractor contact on page one of this Contract and primary fiscal staff or their designee(s) shall attend annual contractor training that will be scheduled forfour (4) hours in duration. Date and location will be announced by DBHR at least 30 days prior to the training. c. Contractor shall ensure that a regular annual schedule of direct prevention services for public dissemination is established. (1) Regular annual schedule shall take into account items including, but not limited to: implementation times that maximize participation and service outcomes; local needs and gaps; leveraged resources; and, other locally identified factors that influence service delivery throughout the year. (2) Regular annual schedule and community dissemination plan shall be identified as part of the CPWI Action Plan and Budget Update and submitted to Agreement Manager or designee for HCA review annually in accordance with the timeline in the CPWI Community Coalition Guide. (a) Submit an annual Action Plan and Budget with projected expenditures, including salary and benefits for HCA funded prevention staff, program costs, training and travel to the Contract Manager or designee, by June 15, 2020 and June 15, 2021 according to the CPWI Community Coalition Guide, or within thirty (30) days upon request. For cohort 6, an updated Action Plan and Budget are due August 1, 2020. A template will be provided at least 30 days prior to due date. k. Budget adjustments that are ten percent (10%) or more of the total of the approved Contractor and/or CPWI coalition budget shall submit a budget revision for approval to Agreement Manager or designee at least fifteen (15) days prior to expending adjusted budget items. Approval must be granted prior to expending funds. I. Enter approved programs, based on the priorities, goals and objectives described in the approved Strategic Plan, into the Minerva within thirty (30) days of Action Plan approval or as directed by PSM. m. Ensure sixty percent (60%) of programs supported by HCA funds will be replications or adaptations of"Evidence-based Practice" substance abuse prevention programs as identified in the list provided by DBHR. Ensure that all of the programs supported by HCA meet the Center for Substance Abuse Prevention's (CSAP) Principles of Substance Abuse Prevention, found on the Athena Forum Website: www.TheAthenaForum.org/CSAPprinciples. n. Food costs are generally unallowable during program implementation except within the following parameters: (1) Light refreshment costs for training events and meetings lasting longer than two (2) hours in duration are allowable. (2) Ensure that light refreshment costs do not exceed $3.00 per person. Washington State Page 68 HCA Contract No. K3929 Health Care Authority (3) Meals may be provided for participants using SABG and DMA funds only if: (a) The training is four (4) hours or more in duration; or (b) The program is a recurring, direct service in the family domain, lasting two (2) hours or more in duration and must be approved in the strategic plan. (4) Meals are not allowable costs with either the PFS, STIR, or SOR funds. (5) Contractor shall adhere to current state per-diem rates for meals accessible at www.ofm.wa.gov/policy/10.90.htm. (6) No more than a total of$1,000 may be spent on food or light refreshments per CPWI Coalition per year. o. Dedicated Marijuana Account Funds (DMA) shall be used for program and strategy training and implementation. (1) All programs planned and implemented with DMA shall be programs selected from the current DBHR provided youth marijuana use prevention and reduction program list._ www.TheAthenaForum.org/l502PreventionPlanImplementation (a) No less than eighty-five percent (85%) of DMA funds shall be expended on evidence-based or research-based programs on the identified program list. (b) Up to fifteen percent (15%) of DMA funds may expended on Promising programs on the identified program list. p. Contractor is encouraged to collaborate and partner with community-based organizations that operate within or serve the CPWI community. q. If funding permits the Contractor to provide Community Based Coordination services in addition to meeting CPWI requirements, (i.e., Counties with communities that each have at least $110,000 per community of DBHR funding budgeted for CPWI implementation, annually) services may be provided at the County level. Services shall reflect work of the Contractor staff coordinating, organizing, building capacity, and providing education and information related to prevention initiatives at the County level with a goal to expand CPWI communities. (1) If applicable to Contractor, develop plan for services listed above and submit to Contract Manager or designee for review and approval within sixty (60) days of contract execution. 2. Prevention Training. a. The Contractor shall participate in all required training events identified by HCA Washington State Page 69 HCA Contract No. K3929 Health Care Authority and listed in the CPWI Community Coalition Guide. b. Non-Required Training in CPWI (1) In the absence of trainings identified in the approved strategic plan, all additional (non-required) training paid for by HCA shall be approved by Agreement Manager or designee prior to training and meet the approved goals and objectives in approved Strategic Plan. (2) The Contractor shall ensure any requests for training in addition to the approved training in the Strategic plan are requested in writing and sent directly to the Agreement Manager or designee, a minimum of ten (10) working days before the date of the proposed training. Trainings shall relate to one (1) of the following four (4) categories: (a) Coalition building and community organization. (b) Capacity building regarding prevention theory and practice. (c) Capacity building for Evidence-based Practice and environmental strategy implementation, related to the goals and objectives of the coalition's approved strategic plan. (d) Capacity building in non-CPWI communities to expand CPWI efforts and meets overall goals and objectives of CPWI may be approved by Agreement Manager or designee upon request. (3) The Contractor shall ensure training paid for by HCA that requires travel follows state travel reimbursement guidelines and rates accessible at- www.ofm.wa.gov/policy/10.90.htm. (4) The Contractor shall bill for training events on an A-19 per billing code according to the Program/Fiscal Requirements and record training events in the HCA Substance Use Disorder Prevention and Mental Health Promotion Online Reporting Systems or Minerva in accordance with the monthly reporting requirements described in Section 3 c., Prevention Report Schedule/Due Dates. 3. Media Materials. a. HCA must be cited as the funding source in news releases, publications, and advertising messages created with or about HCA funding. The funding source shall be cited as: Washington State Health Care Authority. The HCA logo may also be used in place of the above citation. b. Media materials and publications developed with HCA funds, including messaging specifically directed to youth, shall be submitted to the Agreement Manager or designee for approval prior to publication (HCA will respond within five (5) working days). (1) Exceptions: The Contractor does not need to submit the following items to Washington State Page 70 HCA Contract No. K3929 Health Care Authority Agreement Manager or designee: (a) Newsletters and fact sheets. (b) News coverage resulting from interviews with reporters. This includes online news coverage. (c) Newspaper editorials or letters to the editor. (d) Posts on Facebook, YouTube, Tumblr, Twitter, Instagram, Snapchat and other social media sites. (e) When a statewide media message is developed by HCA, is localized, and if the only change is the local coalition information and funding source acknowledgment from coalition or public health entities. (f) When a national prevention media campaign is developed by SAMHSA, is localized, and if the only change is the local coalition information and funding source acknowledgement from coalition or public health entities. 4. Secure Prescription Take-Back and Lock Box project. Contractors who implement a Secure Prescription Take-Back and/or Lock Box project must ensure the following additional requirements: a. The Secure Prescription Take-Back and/or Lock Box project must align with the community needs assessment and will increase local capacity to address prescription drug misuse and abuse by reducing social availability of prescriptions in the community. b. The Contractor shall provide the services and staff, and otherwise do all things necessary for or incidental to the Secure Prescription Take-Back and/or Lock Box project as set forth below: (1) Enhance community capacity to practice safe disposal of medications by promoting permanent secure drop box in the location where community readiness has been established. (Installation and disposal must follow all DEA rules and all federal and state laws and regulations). (2) Collaborate with community partners to maintain and/or enhance policies and procedures necessary to maintain a permanent secure medicine take-back drop box. (3) Overtime wages for law enforcement officers and staff as outlined in strategic plan and outside of normal duties and other real costs (including mileage reimbursement) associated with transporting and properly disposing of collected medicines at EPA approved locations may be permitted depending upon source of funds and must be approved by the Contract Manager in advance. Washington State Page 71 HCA Contract No. K3929 Health Care Authority (4) Create, utilize and disseminate public education information materials to increase awareness of the secure medicine take-back project, local treatment resources, naloxone information and medical response (Good Samaritan law) cards. (5) Disseminate public information including information on local treatment resources, naloxone information and medical response cards and posters. (Print ready materials are available online at- www.stopoverdose.org). (6) Utilize publications already available through HCA/DBHR and other websites. (i.e., SAMHSA Opioid Overdose Toolkit, and downloadable/printable materials on www.stopoverdose.org and- www.takebackyourmeds.org. (7) Submit locally-developed educational and informational materials to HCA/DBHR for approval at least ten (10) business days prior to publication. (8) Prior to purchasing home medication lock boxes or bags the Contractor will submit to HCA/DBHR in writing a plan for the purchase and distribution of home medication storage device including the cost and source of the home storage devices, the number of devices to be purchased, a clear plan for distribution, and method for tracking the use of the devices. The Contractor must also demonstrate how the distributed home medication devices will be altered (by engraving, indelible ink, or other means) to have no cash value. (9) Create and submit Secure Medicine Tack-back and/or Lock Box project in the Minerva reporting system within 30 days of approval of this project. (10) Track and report in Minerva: (a) The number of new policies developed and adopted to support a sustained drop box. (b) The number of educational and/or informational materials developed. (c) The number of outreach materials developed and distributed including news publications. (d) The number of pharmacies involved in information dissemination efforts. (e) The number of health care providers involved in information dissemination efforts. (f) Pounds of medicine collected monthly once a secure medicine take- back box is in place. (g) The number of home medication storage devices purchased and Washington State Page 72 HCA Contract No. K3929 Health Care Authority distributed including a pre/post survey for those that received the home storage devices to be approved by HCA/DBHR. (h) Coalition coordinator time spent on the project in the "direct" and "indirect" staff time related to the project. 5. Reporting Requirements. a. Prevention Reporting Requirements The Contractor shall report on all requirements as identified in the HCA Substance Use Disorder Prevention and Mental Health Promotion Online Reporting System or Minerva. HCA reserves the right to add reporting requirements based on requirements of grants. b. Prevention Activity Data Reports The Contractor shall: (1) Ensure that monthly prevention activities are reported in the HCA Minerva in accordance with the requirements and timelines set forth. (2) Ensure accurate and unduplicated reporting. (3) Ensure proper training of staff and designated staff for back-up Minerva data entry to meet report due dates. (4) If special circumstances arise and Contractor is unable to enter the data by the reporting deadline(s), the Contractor shall ensure any requests for extensions to reporting deadlines are requested in writing and sent directly to the PSM via email five (5) working days before the report due date. (5) The maximum extension request permitted is ten (10) working days. (6) Monthly invoices submitted with active data entry extensions will be denied and may be re-submitted by Contractor once data for the month(s) in question is complete. (7) Contractors with three (3) or more consecutive months of data entry extensions or late reporting or four (4) or more program data entry extensions or late reporting within a six (6) month period shall be required to submit a Corrective Action Plan to HCA. (a) Extensions granted due to Minerva technical issues will be excluded from this count. (8) Ensure all required demographic information is provided for individual participant; population reach; aggregate; environmental and mentoring or 1-to-1 services in Minerva. (9) Report Community Coalition Coordination Staff Hours in Minerva for each Washington State Page 73 HCA Contract No. K3929 Health Care Authority month of the calendar year. (10) Complete prevention reporting, according to the Schedule/Due Dates below: Reporting Period Report(s) Report Due Dates Reporting System Enter programs listed on Within 30 days of Annually approved Strategic Action Strategic Action Plan Minerva Plan by HCA into Minerva. approval As requested GPRA Measures. As requested Minerva Prevention activity data input for all active services including community coalition 15th of each month Monthly coordination staff hours and for activities from the Minerva efforts, services, participant information, training, previous month evaluation tools and assessments. Quarterly CPWI Quarterly Reporting. October 15, January Minerva 15, April 15, July 15 As requested As required by SAMHSA. As requested Minerva or as req ui red c. Outcome Measures (1) The Contractor shall report on all required evaluation tools (i.e., pre/post- tests) identified in Minerva that measure primary program objective. (2) Special situations and exceptions regarding evaluation tools identified in the Minerva include, but are not limited to, the following: (a) The Contractor may negotiate with the Agreement Manager or designee to reduce multiple administrations of surveys to individual participants. (b) Participants in recurring program groups in which the majority of participants are younger than ten (10) years old on the date of that group's first service. d. Performance Work Statement/Evaluation. (1) The Contractor shall ensure program results show positive outcomes for Washington State Page 74 HCA Contract No. K3929 Health Care Authority at least half of the participants in each program group as determined by Activity Log with individual participant sessions. (a) "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. (b) Positive outcomes will be determined using the pre-test and post-test data reported in Minerva. (c) Evaluation of Minerva data will occur on the 15th of the month following the final date of service for each group. (2) HCA shall use 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). (3) Different groups, as determined by Activity Logs, receiving the same program will be clustered by school district. (a) In cases where multiple providers are serving the same school district, groups will be clustered by school district and provider. (b) The results of one (1) provider in a given school district will not impact another provider in the same district. i. In cases where the survey instrument selected for a given program includes more than one scale, the scale that is most closely aligned with the measurable objective linked to the program in Minerva will be used. ii. Results for groups, as determined by Activity Logs, with services that span two (2) contracting periods will be analyzed in the contracting period that the post-test was administered. (c) If fewer than half of the participants in a group, as determined by Activity Log, within a given school district, report positive change in the intended outcome: i. The Contractor shall submit a Performance Improvement Plan (PIP) for the non-compliant program to the Agreement Manager or Washington State Page 75 HCA Contract No. K3929 Health Care Authority designee or designee within forty-five (45) days of notice by HCA. ii. Reimbursement for the CSAP Category row on the A-19 for that program will be held until the PIP is approved by the Agreement Manager or designee or their designee. iii. If a second group, as determined by Activity Log, within that same school district has fewer than half of the participants report positive change in the intended outcome, then the following steps will be taken: (A) In cases where there is no active non-compliant program, the Contractor shall discontinue implementation of that program within the specified geography. (B) In cases where the same programs as the non-compliant program are active and continuing in the same school district, those groups, as determined by Activity Logs, will be allowed to complete the expected number of sessions. No new groups, as determined by Activity Logs, will be started. (C) Following the conclusion of all groups, as determined by Activity Logs, completing the program, results will be reviewed for those groups. (D) If the results do not show positive change for each groups, as determined by Activity Logs, the Contractor shall take the following action: I. In cases where the program is being delivered by a single provider in the specified geography, the Contractor shall discontinue implementation of that program in the specified geography. ll. In cases where the program is being delivered by multiple providers in the specified geography, the Contractor shall discontinue implementation of that program by the underperforming provider in the specified geography. (d) A program that resulted in the need for a Performance Improvement Plan and Plan during this contract period will not carry that record forward into the July 1, 2021 - June 30, 2023 contract period. (e) Implement and monitor prevention programs and reporting to assure compliance with these guidelines. 6. Requirements. a. Background Checks. (1) The Contactor shall ensure a criminal background check is conducted for Washington State Page 76 HCA Contract No. K3929 Health Care Authority 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. b. Services and Activities to Ethnic Minorities and Diverse Populations. The Contractor shall: (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. c. Continuing Education. Ensure that continuing education is provided for employees of any entity providing prevention activities in accordance with42 USC 300x-28(b) and 45 CFR 96.132(b). d. Single Source Funding. (1) The Contractor shall ensure all subcontractors that Single Source Funding means that a subcontractor can use only one source of funds at any given time. (2) Each cost reimbursement Prevention service provided must be billed only one (1) time through the source selected for funding this expense. At no time may the same expense be billed through more than one (1) funding source. Washington State Page 77 HCA Contract No. K3929 Health Care Authority EXHIBIT A - DBHR-SUD FISCAL POLICIES STANDARDS FOR REIMBURSABLE COSTS Thefollowing Standards for Reimbursable Costs represents a compilation of definitions and principles from the State of Washington Office of Financial Management's State Administrative and Accounting Manual (SAAM), the federal Office of Management and Budget's Circular A-122 Cost Principles for Non-Profit Organizations, and Circular A-87 Cost Principles for State, Local, and Indian Tribal Governments. These standards are provided solely as technical assistance and are not intended to circumvent the Contractor's need to follow the referenced rules. DEFINITIONS The following terms and phrases shall have the meanings indicated when used in this exhibit, except where the context clearly requires otherwise. (1) "Acquisition cost" shall mean the net cost of equipment, including the costs for modifications, attachments, accessories, or auxiliary apparatus necessary to make the equipment useable for the purpose for which it was acquired. (2) "Arm's length transaction" shall mean a transaction resulting from good faith bargaining between a buyer and a seller, where the parties have adverse positions in the marketplace. (3) "Contractor or subcontractor property" shall mean property used in performance of a contract which is not departmental property. (4) "Cost" shall mean the historical amount of money involved in a transaction which decreases an asset or increases a liability, whether recognized on a cash or accrual basis. Cost shall not include repayments of borrowing, expenditures to acquire assets, distributions to owners, and corrections to prior periods. Corrections to prior periods are included as costs in that prior period. (5) "Cost related or cost reimbursement" shall mean a contract or subcontract where the amount of payment being made is related to the actual costs of the subcontractor or a class of subcontractors to perform the contract, subject to ceilings, allowances, limitations and conditions adopted by the Department, but without regard to the method of payment. (6) "Cost related subcontractor" shall mean a subcontractor that has a cost related subcontract. (7) "Customary charge" shall mean the average charge for a similar service, activity or procedure for non- departmental clients or purchasers by providers whose training and experience is similar to the contractor or subcontractor and are located in the same area. The area considered in determining customary charge shall be as large as necessary to provide a reasonable measure of the market for such services, activities or procedures. (8) "Department" shall mean the Department of Social and Health Services. (9) "Departmental clients" shall mean individuals who receive or benefit from services or activities for which the contractor was reimbursed in part or entirely by the Department. Washington State Page 78 HCA Contract No. K3929 Health Care Authority (10) "Departmental funds" shall mean any funds paid by the Department to a contractor, including funds passed through to subcontractors without regards to the source of those funds. Departmental funds include federal funds which pass through the Department. (11) "Departmental property" shall mean property owned by the Department, and property for which title is vested in the Department. (12) "Equipment" means an article of non-expendable tangible personal property having a useful life of more than one year and an acquisition cost of$5,000 or more per unit. Items not meeting this definition shall not be classified as equipment. Purchase of equipment must be approved in advance by the contract manager. (13) "Fee for Service" shall mean a contract or subcontract where the amount of reimbursement is a negotiated fixed rate of pay based on performance of defined unit of service such as per treatment, per hour or per session. (14) "Personal property" shall mean property of any kind except real property, either tangible or intangible. (15) "Price related " shall mean a contract or subcontract where the amount of reimbursement is related to market prices for services, and without consideration of the contractor's or subcontractor's actual or anticipated costs. (16) "Real property" shall mean land, land improvements, structures, and appurtenances thereto, but excluding movable machinery and equipment. (17) "Subcontract" shall mean any agreement for compensation between the contractor and a subcontractor, or between a subcontractor and another subcontractor, to provide property, services or construction needed in performance of the contract. (18) "Subcontractor" shall mean any person, partnership, corporation, association or organization, not in the employment of the contractor, who has a subcontract agreement directly with the contractor or a subsequent tier subcontract agreement with an intermediate subcontractor. (19) "Supplies" shall mean tangible personal property other than equipment. (20) "Third party"shall mean an individual or organization other than the Department, the contractor, any subcontractor or any departmental client. (21) "Usual charge" shall mean the charge which the contractor or subcontractor most frequently charges non- departmental clients or purchasers for a similar service, activity or procedure. (22) "Working capital" shall mean a fund balance accumulated and maintained for a period of more than twelve months, or remaining at the termination or expiration of a contract, which is not segregated in a reserve account and is used primarily to maintain the entity's cash flow. REIMBURSABLE COSTS (1) Reimbursable costs shall include costs which are necessary for the proper and efficient performance of the contract, are reasonable and allocable to the contract and are allowable under the provisions of this exhibit. (2) Reimbursable costs include costs incurred in paying subcontractors for fulfilling or assisting the contractor to fulfill the contractor's obligations to the Department. Washington State Page 79 HCA Contract No. K3929 Health Care Authority (a) If the subcontract is price related, the reimbursable cost of the subcontract shall be the share of payments to the subcontractor which equals the usual charge or the customary charge, whichever is less. If the subcontractor has only departmental clients, the reimbursable cost shall be the share of payments to the subcontractor which equal the customary charge. (b) If the subcontract is cost related, the reimbursable cost of the subcontract shall be the share of payments to the subcontractor for subcontractor costs which are necessary for the proper and efficient performance of the contract, are reasonable and allocable to the subcontract and are allowable under the provisions of this exhibit. If the cost-related subcontractor is a for-profit entity, reimbursable costs may also include payments for ordinary profit, provided such profit is computed on a basis other than a percentage of contract costs. Costs used to determine subcontract payments may be either actual costs during the contract period or estimated costs for the contract period based on actual costs in a prior period, and may be either costs of the subcontractor or costs of a class or subclass of facilities providing similar services, activities or procedures. (c) If the subcontract is fee for service, the reimbursable cost of the subcontract shall be the share of the payments based on an established rate structure set by laws, regulation or policy, or may be based on cost information provided by the contractor during a competitive solicitation or contract negotiations. REASONABLENESS (1) A cost is reasonable if, in its nature and amount, it does not exceed that which would be incurred by a prudent and reasonable person under circumstances prevailing at the time the decision was made to incur the cost. (2) In determining the reasonableness of a given cost, the following shall be given careful consideration: (a) Whether the cost is of a type generally recognized as ordinary and necessary for the operation of the contractor or the performance of the contract. Whether the cost was incurred after the contractor complied with sound business practices, including arm's length bargaining. (b) Whether the contractor acted with prudence in the circumstances considering its responsibilitiesto the organization, its members, employees, clients, the public at large, and the Department. (c) Whether the contractor deviated from established practices of the contractor, which may unjustifiably increase the cost. ALLOCABLE COSTS (1) A cost is allocable to the contract if all of the following conditions aremet: (a) It is assignable or chargeable to the contract in accordance with the relative benefit received because either: (i) It was incurred specifically and solely for the performance of the contract;or (ii)It benefits both contract and non-contract objectives and can be distributed between them in reasonable proportion to the benefits received; or (iii) It is necessary for the overall operation of the contractor even if a direct relationship to the contract cannot be shown. Washington State Page 80 HCA Contract No. K3929 Health Care Authority (b) It is not allocable to or included as a cost of any other contract, grant, agreement or program in either the present or any prior period, or used as cost-sharing or matching for another contract or grant, except when the contract specifically authorizes such duplicate allocation. (c) It is accorded consistent treatment with costs of a similar nature. (2) Contract-Specific Direct Costs: If a cost is allocable to the contract pursuant to subsection (1)(a)(i) of this section, the entire amount may be charged to thecontract. (3) Shared Direct Costs: If a cost is allocable to the contract pursuant to subsection (1)(a)(ii) of this section, the charge shall be considered to be in reasonable proportion to the benefits received if the charge is based on time distribution records, random moment time samples, equivalent work units, or space utilization. Other equitable methods may be used with the prior approval of the Department. Allocation of charges based on revenue distribution is not an acceptable method. (4) Indirect Costs: If a cost is allocable to the contract pursuant to subsection (1)(a)(iii) of this section, the charge shall be considered to be in proportion to benefits received if it is based on the total distribution of costs allocated pursuant to subsections (2) and (3) of this section, or if it is based on staff time directly spent in contract and non-contract activities. Other equitable methods may be used with the prior, written approval of the Department. (5) Contractors and cost-related subcontractors shall maintain a current cost allocation plan describing how costs are allocated. (6) Department approvals required in subsections (3) and (4) of this section shall be obtained by submitting a cost allocation plan to the contract manager. The cost allocation plan shall identify the period of time covered by the plan, the cost items to be allocated, the allocation method, the program areas to which costs are allocated, and the resulting allocations using budgeted costs. Copies of indirect cost allocation plans submitted for federal grant purposes may be used to apply for Department approval under subsection (4) of this section. ALLOWABLE COSTS A cost is allowable if: (1) It is authorized or not prohibited by federal, state, or local laws and regulations. (2) It conforms to any limitations or exclusions set forth in the contract terms and approved budget, or in applicable state or federal law or regulation. (3) It is approved in advance and in writing by the Department, if it is a cost requiring approval. (4) It is not an unallowable cost. (5) It is consistent with policies, regulations, directives, and procedures of the contractor. (6) It is accorded consistent treatment through application of generally accepted accounting principles. (7) It is adequately documented in source records such as payroll registers and invoices. (8) It is the net of all applicable credits, such as purchase discounts, rebates, and allowances. Washington State Page 81 HCA Contract No. K3929 Health Care Authority COSTS ALLOWABLE WITH PRIOR APPROVAL Costs described in this section are allowable only if they are approved in advance by the Department. Approval shall be deemed given if the cost is specifically identified in the contract budget or other clause or attachment to the contract. Approval of costs not specifically identified in the contract shall be made by letter or other document which sets forth the nature and amount of the approved cost and the contract for which it is allowed. (1) Client cash payments: Any direct cash payments to departmental clients are allowable only with prior written approval of the Department. (2) Capital expenditures: Cost of acquiring by purchase or capitalized lease land, buildings, or equipment and cost of repair, remodeling, renovation, or improvements which would materially increase the value or useful life of buildings are allowable only with the prior written approval of the Department. (3) Training and education: Cost of training which requires staff to be relieved of regular duties for more than ten working days per training event is allowable only upon prior written approval of the Department. (4) Purchase of equipment must be approved in advance by the contract manager. Title to equipment shall vest in the Department of Social and Health Services unless otherwise determined by the contract manager at the time of purchase. INTEREST EXPENSE (1) Interest on borrowed funds is treated differently depending on the source of funds reimbursing the cost. (a) Costs incurred for interest on borrowed capital or temporary use of endowment funds, however represented, are unallowable as reimbursable costs against a federal grant. (b) Interest on borrowed funds is allowable against statefunding if the interest expense meets the applicable requirements of this section. (2) Interest on borrowed funds used to purchase equipment or real property is allowable against state funding with the prior written approval of the Department. (3) Interest on borrowed funds used to create, replenish, or maintain working capital is allowable against state funding, if the following conditions are met: (a) Working capital is depleted due to unusual cash flow, such as abnormally high costs or delays in reimbursement; or working capital has been insufficient for an extended period of time, because the contractor or subcontractor has insufficient eligible income in excess of expenses to accumulate adequate working capital. (b) The borrowed funds are not used to supplant funds which otherwise would be available to finance working capital. Borrowed funds shall be considered to supplant contractor working capital if a decision to deplete working capital is evident, whether the working capital is depleted before or after the arrangements to borrow funds are made. (c) The working capital in aggregate does not exceed ninety days cash flow. (d) The interest expense is approved in advance and in writing by the Department. Washington State Page 82 HCA Contract No. K3929 Health Care Authority (4) Approval shall be deemed given if the interest cost is specifically identified in the contract budget or other clause or attachment to the contract. Approval of interest cost not specifically identified in the contract shall be made by letter or other document which sets forth the nature and amount of the approved cost and the contract under which it is allowed. UNALLOWABLE COSTS The following costs are unallowable, whether incurred directly by the contractor or any cost related subcontractor: (1) Bad debts: Any losses arising from uncollectible accounts and other claims and related costs are unallowable. In double entry accounting systems, write-offs of client fees deemed uncollectible shall be treated as adjustments to revenue. (2) Chief executive: The salaries and expenses of the chief executive of a political subdivision are unallowable. (3) Contingencies: Contributions to a contingency reserve or any similar provision for unforeseen events. (4) Contributions and donations: Costs of a contractor or subcontractor in the form of contributions and donations to other organizations, including costs of donated services and property, are unallowable. (5) Depreciation of state financed property: Costs of depreciation of departmental property are unallowable. (6) Entertainment: Costs of amusements, social activities, and incidental costs relating thereto such as meals, beverages, lodging, rentals, transportation, and gratuities are unallowable, except for costs of entertainment specifically for departmental clients and necessary expenses of staff who supervise departmental clients on contractor or subcontractor sponsored activities. (7) Fines and penalties: Costs resulting from violations of or failure to comply with federal, state, and local laws and regulations are unallowable. (8) First class air accommodations: The difference in cost between first class air accommodations and less- than-first class air accommodations is unallowable, except when less-than-first class air accommodations are not reasonably available. (9) Fund raising: Costs of organized fund raising are unallowable. (10) Legal fees to bring suit against federal or state government: The cost of legal expenses for the prosecution or defense of claims by or against the federal or state government is unallowable. (11) Legislative expenses: The salaries and other expenses of county councilmen or councilwomen, supervisors, commissioners, etc., whether incurred for the purposes of the legislation or executive direction, are unallowable. (12) Lobbying expenses: The cost of attempting to influence legislation pending before any federal or state legislative body is unallowable except as provided for in RCW 42.17.190. (13) Losses: Costs of actual losses which could have been covered either by insurance or by contributions to a self-insurance reserve are unallowable, except for losses not covered under nominal deductible insurance coverage and minor losses not covered by insurance which occur in the ordinary course of operations, such as spoilage and breakage. Washington State Page 83 HCA Contract No. K3929 Health Care Authority (14) Memberships: Costs of memberships for individuals in civic, business, technical or professional organizations are unallowable. Costs of contractor or subcontractor memberships in any organization whose predominate activity is influencing legislation are unallowable. (15) Under-recovery of costs in other contract agreements: Any costs incurred in excess of the federal and state contribution under any other contract agreement is unallowable. UNALLOWABLE COSTS; FEDERAL ALCOHOL, DRUG ABUSE, and MENTAL HEALTH SERVICES BLOCK GRANT (1) Unless an explicit and specific federal waiver is obtained, the following costs are unallowable under any contract which includes federal alcohol, drug abuse and mental health services block grant funds: (a) Costs of hospital inpatient services; (b) Cash payments to departmental clients; (c) Cost of purchase or permanent improvement of land or facilities, other than minor remodeling; (d) Cost of purchase of major medical equipment, with an acquisition cost in excess of$5,000; (e) Costs used as cost-sharing or matching for other federal funds requiring nonfederal matching funds; (f) Costs of financial assistance to any entity which is not either public or nonprofit;or (g) Costs that in effect supplant or otherwise reduce the amount of state or local funds that would have been used for alcoholism, drug abuse or mental health programs in the absence of federal block grant funding. For the purposes of this section, supplantation shall be deemed to occur if the amount of state or local funds used is less than the amount expended during federal fiscal year ending September 30, 1981. (h) Carry out any program of distributing sterile needles for the hypodermic injection of any illegal drug or distributing bleach for the purpose of cleansing needles for such hypodermic injection. (i) Carry out any testing for the etiologic agent for acquired immune deficiency syndrome (AIDS), unless such testing is accompanied by appropriate pre-test counseling and appropriate post-test counseling. (j) EXCESS SALARY: By law, none of the funds awarded can be used to pay salary of an individual at a rate in excess of the Executive Level I, which is $181,100 annually. (k) Youth tobacco enforcement. (2) The use of federal funds to influence or attempt to influence the award of, or amendment to, any federal contract, grant, loan, or cooperative agreement is prohibited. (a) The use of funds other than federal funds for such purposes shall require the contractor to submit all required federal and state forms disclosing such lobbying activity. (b) The contractor must include this language in any contracts resulting from this agreement and that all subrecipients understand and agree to these terms. Washington State Page 84 HCA Contract No. K3929 Health Care Authority (3) Costs that are unallowable under subsection (1) of this section are allowable using state funds if all of the following conditions are met: (a) The contract includes state funds at least equal to the total amount of all items of cost under consideration; (b) If the costs are incurred by a subcontractor, the subcontract document clearly indicates only state funds are included in the subcontract; and (c) The cost is otherwise allowed. Washington State Page 85 HCA Contract No. K3929 Health Care Authority Exhibit B Federal Award Identification for Subrecipients (reference 2 CFR 200.331) WA-PFS 2018 (i) Subrecipient name (which must match the name Mason County Public Health associated with its unique entity identifier); (ii) Subrecipient's unique entity identifier; (DUNS) 069580751 (iii) Federal Award Identification Number(FAIN); SP020155 (iv) Federal Award Date (see§200.39 Federal award 9/13/2018 date); (v) Subaward Period of Performance Start and End 9/30/18-9/29/23 Date; (vi)Amount of Federal Funds Obligated by this action; $51,177 (vii) Total Amount of Federal Funds Obligated to the $51,177 subrecipient; (viii) Total Amount of the Federal Award; $11,300,000 (9/30/18-9/29/23) (ix) Federal award project description, as required to be State Incentive Grant-Strategic Prevention responsive to the Federal Funding Accountability Framework— prevention services and Transparency Act (FFATA); (x) Name of Federal awarding agency, pass-through SAMHSA entity, and contact information for awarding official, WA State Health Care Authority Keri Waterland, Assistant Director DBHR 626 8th Ave SE; Olympia, WA 98504-5330 ke r i.wate rl a n d Ca.h e a.wa.g ov (xi) CFDA Number and Name; the pass-through entity 93.243 must identify the dollar amount made available under each Federal award and the CFDA number at time of disbursement; El (xii) Identification of whether the award is R&D; and Yes ®No (xiii) Indirect cost rate for the Federal award (including if de minimis (10%) the de minimis rate is charged per§200.414 Indirect (F&A) costs). Washington State Page 86 HCA Contract No. K3929 Health Care Authority Federal Award Identification for Subrecipients (reference 2 CFR 200.331) State Targeted Response (STR) (i) Subrecipient name (which must match the name Mason County Public Health associated with its unique entity identifier); (ii) Subrecipient's unique entity identifier; (DUNS) 069580751 (iii) Federal Award Identification Number(FAIN); H79T1026803 (iv) Federal Award Date (see§200.39 Federal award 4/14/2019 date); (v) Subaward Period of Performance Start and End 7/1/19 to 4/30/2020 Date; (vi)Amount of Federal Funds Obligated by this action; $0 (vii) Total Amount of Federal Funds Obligated to the $0 subrecipient; (xiii) Total Amount of the Federal Award; $11,790,256 (ix) Federal award project description, as required to be WA-STR addresses the Opiate Epidemic responsive to the Federal Funding Accountability and Transparency Act (FFATA); (x) Name of Federal awarding agency, pass-through SAMHSA entity, and contact information for awarding official, WA State Health Care Authority Keri Waterland, Assistant Director DBHR 626 8"Ave SE; Olympia, WA 98504-5330 (xi) CFDA Number and Name; the pass-through entity 93.788 must identify the dollar amount made available under each Federal award and the CFDA number at time of disbursement; (xii) Identification of whether the award is R&D; and [] Yes ® No (xiii) Indirect cost rate for the Federal award (including if de minim is (10%) the de minimis rate is charged per§200.414 Indirect (F&A) costs). Washington State Page 87 HCA Contract No. K3929 Health Care Authority Federal Award Identification for Subrecipients (reference 2 CFR 200.331) Substance Abuse Block Grant (i) Subrecipient name (which must match the name Mason County Public Health associated with its unique entity identifier); (ii) Subrecipient's unique entity identifier; (DUNS) 069580751 (iii) Federal Award Identification Number(FAIN); TMO10056 (iv) Federal Award Date (see§200.39 Federal award 09/27/2018 date); (v) Subaward Period of Performance Start and End 7/1/19 to 6/30/21 Date; (vi)Amount of Federal Funds Obligated by this action; $161,434 (vii) Total Amount of Federal Funds Obligated to the $161,434 subrecipient; (xiii) Total Amount of the Federal Award; FY17 $37,785,106 FY18 $38,053,643 (ix) Federal award project description, as required to be Substance Abuse Prevention and responsive to the Federal Funding Accountability Treatment Block Grant and Transparency Act (FFATA); (x) Name of Federal awarding agency, pass-through SAMHSA entity, and contact information for awarding official, WA State Health Care Authority Keri Waterland, Assistant Director DBHR 626 8th Ave SE; Olympia, WA 98504-5330 Keri.waterlandahca.wa.gov (xi) CFDA Number and Name; the pass-through entity 93.959 must identify the dollar amount made available under each Federal award and the CFDA number at time of disbursement; (xii) Identification of whether the award is R&D; and ❑ Yes ®No (xiii) Indirect cost rate for the Federal award (including if 5% the de minimis rate is charged per§200.414 Indirect (F&A) costs). Washington State Page 88 HCA Contract No. K3929 Health Care Authority Federal Award Identification for Subrecipients (reference 2 CFR 200.331) WA-S OR (i) Subrecipient name (which must match the name Mason County Public Health associated with its unique entity identifier); (ii) Subrecipient's unique entity identifier; (DUNS) 069580751 (iii) Federal Award Identification Number(FAIN); TI081705 (iv) Federal Award Date (see§200.39 Federal award 9/19/18 date); (v) Subaward Period of Performance Start and End 7/1/19-9/29/20 Date; (vi)Amount of Federal Funds Obligated by this action; $93,418 (vii) Total Amount of Federal Funds Obligated to the $93,418 subrecipient; (viii) Total Amount of the Federal Award; $21,573,093 (ix) Federal award project description, as required to be WA-SOR addresses the Opiate Epidemic responsive to the Federal Funding Accountability by increasing treatment and prevention and Transparency Act (FFATA); activities (x) Name of Federal awarding agency, pass-through SAMHSA entity, and contact information for awarding official, WA State Health Care Authority Keri Waterland, Assistant Director DBHR 626 8th Ave SE; Olympia, WA 98504-5330 keri.waterland(a)hca.wa.gov (xi) CFDA Number and Name; the pass-through entity 93.788 must identify the dollar amount made available under each Federal award and the CFDA number at time of disbursement; (xii) Identification of whether the award is R&D; and ❑ Yes ®No (xiii) Indirect cost rate for the Federal award (including if de minim is (10%) the de minimis rate is charged per§200.414 Indirect (F&A) costs). Washington State Page 89 HCA Contract No. K3929 Health Care Authority Federal Award Identification for Subrecipients (reference 2 CFR 200.331) - PFS 2013 (i) Subrecipient name (which must match the Mason County Public Health name associated with its unique entity identifier); (ii) Subrecipient's unique entity identifier; (DUNS) 069580751 (iii) Federal Award Identification Number (FAIN); SP020155 (iv) Federal Award Date (see §200.39 Federal 06/12/2015 award date); (v) Subaward Period of Performance Start and 7/1/19-9/29/29 End Date; (vi) Amount of Federal Funds Obligated by this $0 action; (vii) Total Amount of Federal Funds Obligated to $0 the subrecipient; (viii) Total Amount of the Federal Award; $2,103,524 FY 17 (07/01/18—09/29/19) (ix) Federal award project description, as required Washington State Strategic Prevention Framework to be responsive to the Federal Funding Partnerships for Success Project Accountability and Transparency Act (FFATA); (x) Name of Federal awarding agency, pass- SAMSHA through entity, and contact information for Washington State DSHS awarding official, Chris Imhoff, Director PO Box 45330 Olympia, WA 98504-5330 IMHOFC(cbdshs.wa.gov (xi) CFDA Number and Name; the pass-through 93.243 entity must identify the dollar amount made available under each Federal award and the CFDA number at time of disbursement; (xii) Identification of whether the award is R&D; and ❑ Yes ®No (xiii) Indirect cost rate for the Federal award de minimis (10%) (including if the de minimis rate is charged per §200.414 Indirect (F&A) costs). Washington State Page 90 HCA Contract No. K3929 Health Care Authority Exhibit C 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 HCA 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 HCA Confidential Information electronically, including via email, the Data will be protected by: a. Transporting the Data within the (State Governmental Network) SGN or OPSI's internal network, or; b. Encrypting any Data that will be in transit outside the SGN or Contrator's internal network. This includes transit over the public Internet. 3. Protection of Data. 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 HCA 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. Washington State Page 91 HCA Contract No. K3929 Health Care Authority c. Optical discs (CDs or DVDs) in local workstation optical disc drives. Data provided by HCA 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 HCA 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 HCA 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 HCA staff who will issue authentication credentials (e.g. a Unique User ID and Hardened Password) to Authorized Users on Contractor staff. Contractor will notify HCA staff immediately whenever an Authorized User in possession of such credentials is terminated or otherwise leaves the employ of 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, HCA Data shall not be stored by 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. Washington State Page 92 HCA Contract No. K3929 Health Care Authority 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 HCA 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) HCA data may be stored on portable media as part of 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 HCA 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) HCA Data may be stored on non-portable media (e.g. Storage Area Network drives, virtual media, etc.) as part of 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 HCA 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. HCA Data must be segregated or otherwise distinguishable from non-HCA data. This is to ensure that when no longer needed by Contractor, all HCA Data can be identified for return or destruction. It also aids in determining whether HCA 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. HCA Data will be kept on media (e.g. hard disk, optical disc, tape, etc.) which will contain no non-HCA data. And/or, Washington State Page 93 HCA Contract No. K3929 Health Care Authority c. HCA Data will be stored in a logical container on electronic media, such as a partition or folder dedicated to HCA Data. And/or, d. HCA Data will be stored in a database which will contain no non-HCA data. And/or, e. HCA Data will be stored within a database and will be distinguishable from non-HCA data by the value of a specific field or fields within database records. f. When stored as physical paper documents, HCA Data will be physically segregated from non-HCA data in a drawer, folder, or other container. g. When it is not feasible or practical to segregate HCA Data from non-HCA data, then both the HCA Data and the non-HCA 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 HCA 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 Removable media (e.g. floppies, USB flash random or single character data, or drives, 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 Recycling through a contracted firm provided Confidential Information the contract with the recycler assures that the confidentiality of Data will be protected. Paper documents containing Confidential On-site shredding, pulping, or incineration Information 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 HCA shared Data must be reported to the HCA Contact designated in the Contract within one (1) business day of discovery. If no HCA Contact is designated in the Contract, then the notification must be reported to the HCA Privacy Officer at_ HCAprivacyofficer(cDHCA.wa.gov. Contactor must also take actions to mitigate the risk of loss and comply with any notification or other requirements imposed by law or HCA. Washington State Page 94 HCA Contract No. K3929 Health Care Authority 7. Data shared with Subcontractors. If HCA 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 Contactor cannot protect the Data as articulated within this Contract, then the contract with the sub-Contractor must be submitted to the HCA Contact specified for this contract for review and approval. Washington State Page 95 HCA Contract No. K3929 Health Care Authority Exhibit D AWARD AND REVENUES 2019-2021 Biennium CONTRACTOR NAME: Mason County Public Health CONTRACT NUMBER: K3929 COUNTY: Mason COMMUNITY/COALITION: North Mason The above named Contractor is hereby awarded the following amounts for the purposes listed. REVENUE SOURCE CODE: TYPE OF SERVICE AWARD AMOUNTS SFY20 SFY21 Total 19-21 Biennium 333.99.59 SABG Prevention (7.1.19-6.30.21) $ $ $ 334.04.6X GF-State-Admin(for SABG Prevention) $ $ $ 334.04.6X Dedicated Marijuana Account-Fund 315-State $ $ $ 333.92.43 2018 PFS-Total $40,677 $10500 $51,177 Year 1 FFY19(7.1.19-9.29.19) $9,327 Year 2 FFY20(9.30.19-9.29.20) $31,350 $10,500 333.92.43 2013 PFS No Cost Extension (7.1.19-9.29.19) $ $ $ 333.37.88 SOR-Total $66,368 $17,050 $83,418 Year 1 FFY19(7.1.19-9.29.19) $15,218 Year 2 FFY20(9.30.19-9.29.20) $51,150 $17,050 333.37.88 SOR Supplemental-Total $ $ $ Year 1 FFY19(7.1.19-9.29.19) $ Year 2 FFY20(9.30.19-9.29.20) $ $ 333.37.88 STR No Cost Extension-Total(8.15.19-4.30.20) $ $ $ Total Federal Funds $107,045 $27,550 $134,595 Total State Funds $0 $0 $0 TOTAL ALL AWARDS $107137,045 $27,550 $134,595 Federal CFDA: Substance Abuse Block Grant(SABG),CFDA 93.959,Substance Abuse and Mental Health Services Administration(SAMHSA) Funding period(s):7.1.19-6.30.21;Funds may be used in SFY 20 or 21 up to the total biennium award as indicated above. General Fund State(GF-S),Admin(for SABG Prevention) Funding period(s):7.1.19-6.30.20(SFY 20)and 7.1.20-6.30.21(SFY 21);Funds must be used only in the SFY in which they are awarded as indicated above. Dedicated Marijuana Account(DMA)Fund 315 State. Funding period(s):7.1.19-6.30.20(SFY20)and 7.1.20-6.30.21(SFY 21);Funds must be used only in the SFY in which they are awarded as indicated above. 2018 Partnerships for Success(PFS),CFDA 93.243,Substance Abuse and Mental Health Services Administration(SAMHSA) Year 1 funding period:7.1.19-9.29.19;Year 2 funding period:9.30.19-9.29.20;Funds must be used only in the FFY in which they are awarded as indicated above. Beginning 9.30.19,funds in year 1 may be used in SFY 20 or SFY 21,until 9.29.20. 2013 PFS,Partnerships for Success(PFS)No Cost Extension Funding period 7.1.19-9.29.19;Funds must be used in this time period State Opioid Response(SOR),CFDA 93.788,Substance Abuse and Mental Health Services Administration(SAMHSA) Year 1 funding period:7.1.19-9.29.19;Year 2 funding period:9.30.19-9.29.20;Funds must be used in the FFY in which they are awarded,as indicated above. Beginning 9.30.19,funds in year 1 may be used in SFY 20 or SFY 21,until 9.29.20. State Opioid Response(SOR)Supplemental,CFDA 93.788,Substance Abuse and Mental Health Services Administration(SAMHSA) Year 1 funding period:7.1.19-9.29.19;Year 2 funding period:9.30.19-9.29.20;Funds must be used in the FFY in which they are awarded,as indicated above. Beginning 9.30.19,funds in year 1 may be used in SFY 20 or SFY 21,until 9.29.20. State Targeted Response(STR)to the Opioid Crisis No Cost Extension,CFDA 93.788,Substance Abuse and Mental Health Services Administration(SAMHSA) Funding period 8.15.19-4.30.20;Funds must be used in this time period. AWARD AND REVENUES 2019-2021 Biennium CONTRACTOR NAME: Mason County Public Health CONTRACT NUMBER: K3929 COUNTY: Mason COMMUNITY/COALITION:Shelton The above named Contractor is hereby awarded the following amounts for the purposes listed. REVENUE SOURCE CODE: TYPE OF SERVICE AWARD AMOUNTS SFY20 SFY21 Total 19-21 Biennium 333.99.59 SABG Prevention(7.1.19-6.30.21) $80,717 $80,717 $161,434 334.04.6X GF-State-Admin(for SABG Prevention) $6,800 $6,800 $13,600 334.04.6X Dedicated Marijuana Account-Fund 315-State $22,483 $22,483 $44,966 333.92.43 2018 PFS-Total $ $0 $0 Year 1 FFY19(7.1.19-9.29.19) $ Year 2 FFY20(9.30.19-9.29.20) $ $ 333.92.43 2013 PFS No Cost Extension(7.1.19-9.29.19) $ $ $ 333.37.88 SOR-Total $ $ $ Year 1 FFY19(7.1.19-9.29.19) $ Year 2 FFY20(9.30.19-9.29.20) $ $ 333.37.88 SOR Supplemental-Total $ $ $ Year 1 FFY19(7.1.19-9.29.19) $ Year 2 FFY20(9.30.19-9.29.20) $ $ 333.37.88 STR No Cost Extension-Total(8.15.19-4.30.20) $ $ $ Total Federal Funds $80,717 $80,717 $161,434 Total State Funds $29,283 $29,283 $58,566 TOTAL ALL AWARDS $110,000 $110,000 $220,000 Federal CFDA: Substance Abuse Block Grant(SHBG),CFDA 93.959,Substance Abuse and Mental Health services Administration(SAMHSA) Funding period(s):7.1.19-6.30.21;Funds may be used in SFY 20 or 21 up to the total biennium award as indicated above. General Fund State(GF-S),Admin(for SABG Prevention) Funding period(s):7.1.19-6.30.20(SFY 20)and 7.1.20-6.30.21(SFY 21);Funds must be used only in the SFY in which they are awarded as indicated above. Dedicated Marijuana Account(DMA)Fund 315 State. Funding period(s):7.1.19-6.30.20(SFY20)and 7.1.20-6.30.21(SFY 21);Funds must be used only in the SFY in which they are awarded as indicated above. 2018 Partnerships for Success(PFS),CFDA 93.243,Substance Abuse and Mental Health Services Administration(SAMHSA) Year 1 funding period:7.1.19-9.29.19;Year 2 funding period:9.30.19-9.29.20;Funds must be used only in the FFY in which they are awarded as indicated above. Beginning 9.30.19,funds in year 1 may be used in SFY 20 or SFY 21,until 9.29.20. 2013 PFS,Partnerships for Success(PFS)No Cost Extension Funding period 7.1.19-9.29.19;Funds must be used in this time period State Opioid Response(SOR),CFDA 93.788,Substance Abuse and Mental Health Services Administration(SAMHSA) Year 1 funding period:7.1.19-9.29.19;Year 2 funding period:9.30.19-9.29.20;Funds must be used in the FFY in which they are awarded,as indicated above. Beginning 9.30.19,funds in year 1 may be used in SFY 20 or SFY 21,until 9.29.20. State Opioid Response(SOR)Supplemental,CFDA 93.788,Substance Abuse and Mental Health Services Administration(SAMHSA) Year 1 funding period:7.1.19-9.29.19;Year 2 funding period:9.30.19-9.29.20;Funds must be used in the FFY in which they are awarded,as indicated above. Beginning 9.30.19,funds in year 1 may be used in SFY 20 or SFY 21,until 9.29.20. State Targeted Response(STR)to the Opioid Crisis No Cost Extension,CFDA93.788,Substance Abuse and Mental Health Services Administration(SAMHSA) Funding period 8.15.19-4.30.20;Funds must be used in this time period. AWARD AND REVENUES 2019-2021 Biennium CONTRACTOR NAME: Mason County CONTRACT NUMBER: K3929 COUNTY: Mason COMMUNITY/COALITION:CBO The above named Contractor is hereby awarded the following amounts for the purposes listed. REVENUE SOURCE CODE: TYPE OF SERVICE AWARD AMOUNTS SFY20 SFY21 Total 19-21 Biennium 333.99.59 SABG Prevention (7.1.19-6.30.21) $ $ $ 334.04.6X GF-State-Admin(for SABG Prevention) $ $ $ 334.04.6X Dedicated Marijuana Account-Fund 315-State $ $ $ 333.92.43 2018 PFS-Total $ $ $ Year 1 FFY19(7.1.19-9.29.19) $ Year 2 FFY20(9.30.19-9.29.20) $ $ 333.92.43 2013 PFS No Cost Extension(7.1.19-9.29.19) $ $ $ 333.37.88 SOR-Total $10,000 $ $ Year 1 FFY19(7.1.19-9.29.19) $10,000 Year 2 FFY20(9.30.19-9.29.20) $ $ 333.37.88 SOR Supplemental-Total $ $ $ Year 1 FFY19(7.1.19-9.29.19) $ Year 2 FFY20(9.30.19-9.29.20) $ $ 333.37.88 STR No Cost Extension-Total(8.15.19-4.30.20) $ $ $ Total Federal Funds $10,000 $ $ Total State Funds $0 $ $ TOTAL ALL AWARDS $10,000 $ $ Federal CFDA: Substance Abuse Block Grant(SABG),CFDA 93.959,Substance Abuse and Mental Health Services Administration(SAMHSA) Funding period(s):7.1.19-6.30.21;Funds may be used in SFY 20 or 21 up to the total biennium award as indicated above. General Fund State(GF-S),Admin(for SABG Prevention) Funding period(s):7.1.19-6.30.20(SFY 20)and 7.1.20-6.30.21(SFY 21);Funds must be used only in the SFY in which they are awarded as indicated above. Dedicated Marijuana Account(DMA)Fund 315 State. Funding period(s):7.1.19-6.30.20(SFY20)and 7.1.20-6.30.21(SFY 21);Funds must be used only in the SFY in which they are awarded as indicated above. 2018 Partnerships for Success(PFS),CFDA 93.243,Substance Abuse and Mental Health Services Administration(SAMHSA) Year 1 funding period:7.1.19-9.29.19;Year 2 funding period:9.30.19-9.29.20;Funds must be used only in the FFY in which they are awarded as indicated above. Beginning 9.30.19,funds in year 1 may be used in SFY 20 or SFY 21,until 9.29.20. 2013 PFS,Partnerships for Success(PFS)No Cost Extension Funding period 7.1.19-9.29.19;Funds must be used in this time period State Opioid Response(SOR),CFDA 93.788,Substance Abuse and Mental Health Services Administration(SAMHSA) Year 1 funding period:7.1.19-9.29.19;Year 2 funding period:9.30.19-9.29.20;Funds must be used in the FFY in which they are awarded,as indicated above. Beginning 9.30.19,funds in year 1 may be used in SFY 20 or SFY 21,until 9.29.20. State Opioid Response(SOR)Supplemental,CFDA 93.788,Substance Abuse and Mental Health Services Administration(SAMHSA) Year 1 funding period:7.1.19-9.29.19;Year 2 funding period:9.30.19-9.29.20;Funds must be used in the FFY in which they are awarded,as indicated above. Beginning 9.30.19,funds in year 1 may be used in SFY 20 or SFY 21,until 9.29.20. State Targeted Response(STR)to the Opioid Crisis No Cost Extension,CFDA 93.788,Substance Abuse and Mental Health Services Administration(SAMHSA) Funding period 8.15.19-4.30.20;Funds must be used in this time period. i Exhibit E - CBO The Contractor shall ensure services, and staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth below. Prevention programs and services include, but are not limited to: 1. Coordination of Prevention Services. The Contractor shall ensure: a. The implementation of the Work Plan submitted in Project Narrative as part of RFA and/or as approved by DBHR to include: (1) Approved programs and communities from the RFA and approved by DBHR. Services, defined as a direct service program, implementation, training, or dissemination of a media campaign, must begin on or before December 31, 2018. (a) Program(s) will be implemented for target audience in which they are designed in an ongoing cycle in communities as designated in approved Work Plan. (b) Participation in the National Drug Take-Back Days held in April and October each year of the contract period, and implementation of the Starts with One opioid public education campaign. (2) Ensuring funds are used to support program costs including staff for program planning, training, implementation, reporting and evaluation. (3) Program implementation must be in alignment with the approved Action Plan and Budget submitted with the RFA, including approved program(s), dates & timelines, scope, dosage, target audience(s), leadership, and responsible parties. (4) Enter approved implementation Work Plan into designated prevention reporting system (Substance Use Disorder Prevention and Mental Health Promotion Management Information System (Minerva)) within 30 days of executed contract. (5) Complete monthly program or strategy services reporting by the 15th of the month following the month of services, including required pre/post-test data. (6) Participate in monthly check-in phone calls with contract manager or designee. b. Contractor contact on page one of this Contract and primary fiscal staff or their designee(s) shall attend annual contractor training that will be scheduled for four (4) hours in duration, or as determined by HCA staff. For year 1, the annual contractor training is scheduled for November 26, 2018. Washington State Page 97 HCA Contract No. K3929 Health Care Authority c. Contractor shall ensure that a regular annual schedule of direct prevention services d. Budget adjustments that total ten percent (10%) or more from the approved budget shall submit a budget revision for approval to CM or designee at least fifteen (15) days prior to expending adjusted budget items. Approval must be granted prior to expending funds. e. Ensure program facilitators are formally trained or certified trainers are used for the approved program(s) selected, if indicated as necessary by the program. f. Ensure program is implemented with full fidelity. Specified adaptations must be submitted in writing to Contract Manager or designee for approval no less that twenty (20) days in advance of program implementation. Specific adaptations may not affect the core components of the program. g. Community-based mentoring programs must be implementing the 4th edition of the Elements of Effective Practice for Mentoring found here:_ https://www mentoring orq/program-resources/elements-of-effective-practice-for- mentorinq/ h. Food costs are generally unallowable during program implementation except within the following parameters: (1) Light refreshment costs for training events and meetings lasting longerthan two (2) hours in duration are allowable. (2) Ensure that light refreshment costs do not exceed $2.50 per person. (3) Meals are not allowable costs with SOR funds. (4) No more than a total of$1,000 of funds contracted for prevention services by DBHR may be spent on food or light refreshments per contract per year as designated in application and approved Work Plan. i. Participate in monthly HCA DBHR scheduled learning community meetings. j. Participate in monthly check-in phone calls with Contract Manager or designee. 2. Prevention Training. a. The Contractor shall participate in all required training events identified by HCA. b. Non-Required Training (1) Training paid for by HCA shall be approved by Contract Manager or designee prior to training and meet the approved goals and objectives related to approved programs in Minerva. (2) The Contractor shall ensure any requests for training that are not in the Work Plan are requested in writing and sent directly to the Contract Manager or designee a minimum of ten (10) working days before the date of the proposed training expenses are to occur. Washington State Page 98 HCA Contract No. K3929 Health Care Authority (3) The Contractor shall bill for training events on an A-19 per billing code according the Program/Fiscal Requirements and record training events in the HCA Substance Use Disorder Prevention and Mental Health Promotion Online Reporting Systems or Minerva in accordance with the monthly reporting requirements and Prevention Report Schedule/Due Dates. c. Media Materials. (1) Media materials and publications developed with HCA funds shall be submitted to the Contract Manager or designee for approval prior to publication (HCA will respond within five (5) working days). HCA must be cited as the funding source in news releases, publications, and advertising messages created with or about HCA funding. The funding source shall be cited as: Washington State Health Care Authority. The HCA logo may also be used in place of the above citation. (2) Exceptions: The Contractor does not need to submit the following items to Contract Manager or designee: i. Newsletters and fact sheets. ii. News coverage resulting from interviews with reporters. This includes online news coverage. iii. Newspaper editorials or letters to the editor. iv. Posts on Facebook, YouTube, Tumblr, Twitter, Instagram, Snapchat and other social media sites. v. When a statewide media message is developed by HCA is localized if the only change is the local CBO information. 3. Reporting Requirements. a. Prevention Reporting Requirements The Contractor shall report on all requirements as identified in the HCA Substance Use Disorder Prevention and Mental Health Promotion Online Reporting System or Minerva. HCA reserves the right to add reporting requirements based on requirements of grants including any SOR or PFS specific reporting requirements per SAMHSA. b. Prevention Activity Data Reports The Contractor shall: (1) Ensure that monthly prevention activities are reported in the HCA Minerva in accordance with the requirements and timelines set forth. (2) Ensure accurate and unduplicated reporting. (3) Ensure proper training of staff and designated staff for back-up Minerva data Washington State Page 99 HCA Contract No. K3929 Health Care Authority entry to meet report due dates. (4) If special circumstances arise and Contractor is unable to enter the data by the reporting deadline(s), the Contractor shall ensure any requests for extensions to reporting deadlines are requested in writing and sent directly to the PSM via email five (5) working days before the report due date. (5) The maximum extension request permitted is ten (10) working days. (6) Monthly invoices submitted with active data entry extensions will be denied and may be re-submitted by Contractor once data for the month(s) in question is complete. (7) Contractors with three (3) or more consecutive months of data entry extensions or late reporting or four (4) or more program data entry extensions or late reporting within a six (6) month period shall be required to submit a Corrective Action Plan to HCA. (a) Extensions granted due to Minerva technical issues will be excluded from this count. (8) Ensure all required demographic information is provided for individual participant; population reach; aggregate; environmental and mentoring or 1-to- 1 services in Minerva. (9) Complete prevention reporting, according to the Schedule/Due Dates below: Reporting Reporting Period Report(s) Report Due Dates System Enter programs listed on Within 30 days of One-time approved Work Plan by HCA Minerva into Minerva. executed contract As requested GPRA Measures. As requested Minerva Prevention activity data input for all active services including community coalition 15th of each month Monthly coordination staff hours and for activities from the Minerva efforts, services, participant information, training, previous month evaluation tools and assessments. c. Outcome Measures (1) The Contractor shall report on all required evaluation tools (i.e., pre/post-tests) identified in Minerva that measure primary program objective. Washington State Page 100 HCA Contract No. K3929 Health Care Authority (2) Special situations and exceptions regarding evaluation tools identified in the Minerva include, but are not limited to, the following: (a) The Contractor may negotiate with the Contract Manager or designee to reduce multiple administrations of surveys to individual participants. (b) Participants in recurring program groups in which the majority of participants are younger than ten (10) years old on the date of that group's first service. d. Performance Work Statement/ Evaluation. (1) 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. (a) "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. (b) Positive outcomes will be determined using the pre-test and post-test data reported in Minerva. (c) Evaluation of Minerva data will occur on the 15th of the month following the final date of service for each group. (2) HCA shall use 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). (3) Different groups, as determined by Activity Logs, receiving the same program will be clustered by school district. (a) In cases where multiple providers are serving the same school district, groups will be clustered by school district and provider. (b) The results of one (1) provider in a given school district will not impact another provider in the same district. i. In cases where the survey instrument selected for a given program includes more than one scale, the scale that is most closely aligned with the measurable objective linked to the program in Minerva will be Washington State Page 101 HCA Contract No.K3929 Health Care Authority used. ii. Results for groups, as determined by Activity Logs, with services that span two (2) contracting periods will be analyzed in the contracting period that the post-test was administered. (c) If fewer than half of the participants in a group, as determined by Activity Log, within a given school district, report positive change in the intended outcom e: i. The Contractor shall submit a Performance Improvement Plan (PIP) for the non-compliant program to the Contract Manager or designee or designee within forty-five (45) days of notice by HCA. ii. Reimbursement for the CSAP Category row on the A-19 for that program will be held until the PIP is approved by the Contract Manager or designee or their designee. iii. If a second group, as determined by Activity Log, within that same school district has fewer than half of the participants report positive change in the intended outcome, then the following steps will be taken: (A) In cases where there is no active non-compliant program, the Contractor shall discontinue implementation of that program within the specified geography. (B) In cases where the same programs as the non-compliant program are active and continuing in the same school district, those groups, as determined by Activity Logs, will be allowed to complete the expected number of sessions. No new groups, as determined by Activity Logs, will be started. (C) Following the conclusion of all groups, as determined by Activity Logs, completing the program, results will be reviewed for those groups. (D) If the results do not show positive change for each groups, as determined by Activity Logs, the Contractor shall take the following action: • In cases where the program is being delivered by a single provider in the specified geography, the Contractor shall discontinue implementation of that program in the specified geography. • In cases where the program is being delivered by multiple providers in the specified geography, the Contractor shall discontinue implementation of that program by the underperforming provider in the specified geography. Washington State Page 102 HCA Contract No. K3929 Health Care Authority (d) A program that resulted in the need for a Performance Improvement Plan and Plan during this contract period will not carry that record forward into the July 1, 2019 - June 30, 2020 contract period. (e) Implement and monitor prevention programs and reporting to assure compliance with these guidelines. 4. Requirements. a. Background Checks. (RCW 43.43, WAC 388-877 & 388-877B). (1) The Contactor 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. b. Services and Activities to Ethnic Minorities and Diverse Populations. The Contractor shall: (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. c. Continuing Education. Ensure that continuing education is provided for employees of any entity providing prevention activities. (42 USC 300x-28(b) and 45 CFR 96.132(b)). d. Single Source Funding. (1) The Contractor shall ensure all subcontractors that Single Source Funding means that a subcontractor can use only one source of funds at any given time. (2) Each cost reimbursement Prevention service provided must be billed only one (1) time through the source selected for funding this expense. At no time may the same expense be billed through more than one (1) funding source. Washington State Page 103 HCA Contract No. K3929 Health Care Authority " MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Diane Sheesley, County Engineer Action Agenda DEPARTMENT: Public Works EXT: 450 COMMISSION MEETING DATE: October 1, 2019 Agenda Item # f� BRIEFING DATE: September 23 2019 P � BRIEFING PRESENTED BY: Loretta Swanson [] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency: ITEM: Private Line Occupancy Permit BACKGROUND:Vince & Lisa Van Parys have applied for a Private Line Occupancy Permit to install a new underground waterline, to replace their existing waterline installed in the 1950's and permit the existing sewer transport line. The property owners are building a new house on the adjacent lot that is located at 10811 North Shore Rd. (parcel number 32224-50-00024). The permit will cover the new water line that will run under North Shore Road and the existing sewer transport line (see attached map). BUDGET IMPACT: No budget impact. An application fee of $200 has been paid to process the proposed Private Line Occupancy Permit. RECOMMENDED ACTION: Recommend the Board approve the Private Line Occupancy Permit granting permission to run the utility lines under and across North Shore Road for parcel number 32224-50-00026 (address 10811 North Shore Road). Attachments: 1. PLO 2. Vicinity Map IN THE MATTER OF THE APPLICATION OF VINCENT VAN PARYS FOR A PRIVATE LINE UTILITY OCCUPANCY PERMIT TO CONSTRUCT,OPERATE, AND MAINTAIN WATER LINE AND SEPTIC LINE ALONG AND UNDER NE NORTH SHORE ROAD ,A COUNTY MAINTAINED ROAD LOCATED IN MASON COUNTY, WASHINGTON Application of Vincent Van Parys,with principal residence located at 10803 and 10811 NE North Shore Road by and through Vincent Van Parvs for a private line utility occupancy permit to construct,operate and maintain a private septic and waterline under county roads and highways in Mason County,Washington, as set forth in attached Exhibit"B",having come before the County Commissioners of Mason County, Washington during a regularly scheduled public meeting, on the day of ,2019, and that it is in the public interest to allow the private line utility occupancy permit herein granted; NOW THEREFORE,IT IS ORDERED that a non-exclusive private line utility occupancy permit be, and the same is hereby given and granted to operator, and its successors and assigns, hereinafter referred to as the"Permittee",for a period commencing from and after the date of the entry of this order for the purposes,at the location(s),and upon the express terms and conditions as described herein, and terminating as provided herein. I. DEFINITIONS For the purposes of this private line utility occupancy permit, terms, phrases, words, and their derivations not defined herein that are defined in Title 12 of the Mason County Code or the Manual on Accommodating Utilities in the Mason County Right-of-Way published by the County Engineer(the"Manual"),shall have the same meaning or be interpreted as provided in Title 12 of the Mason County Code or the Manual. Words not defined here,in Title 12 of the Mason County Code or the Manual shall have their ordinary meaning. A reference to Title 12 of the Mason County Code or the Manual refers to the same as may be amended,revised,updated,re-enacted or re-codified from time to time. II. GRANT The County of Mason(hereafter the"County")hereby grants to the Permittee a non-exclusive private line utility occupancy permit(hereinafter"Permit")which, once it becomes effective shall authorize the Permittee to enter upon the road rights-of-way located within the Permit Area for the purpose of maintaining,repairing,replacing,which grant shall be limited to the following described purpose(s): Septic Transport and Water. Such grant is subject to and must be exercised in strict accordance with and subject to this Permit, Title 12 of the Mason County Code,the Manual and all applicable laws,rules,regulations and ordinances. Permittee's exercise of any rights granted pursuant to the Permit is subject to the exercise of the County's police powers, and other regulatory powers as it may have or obtain in the future. No rights shall pass to the Permittee by implication. This Permit does not include 1 permission to enter into or upon the road rights-of-way for any purposes others than the purposes expressly described herein. Permittee has a duty to notify the County of any change in use or condition of the utility facilities that may affect the status of the utility facilities as (a) private line(s) or the impact of the utility facilities upon the road rights-of-way. III. UTII,ITY PERMIT REQUIRED Permittee shall not commence or perform work to install, construct, maintain repair, replace adjust,connect,disconnect,rebuild,or relocate its utility facilities within the road rights-of-way (hereafter collectively or individually the "Work"), without first applying for, paying all associated fees, and obtaining a utility permit as required pursuant to Title 12 of the Mason County Code. In any utility permit so issued, the County may impose, as a condition of the granting the utility permit,such conditions and regulations as may be necessary for the protection, preservation and management of the road rights-of-way, including,by way of example and not limitation, for the purpose of protecting any structures in the road rights-of-way, maintaining proper distance from other utilities,ensuring the proper restoration of such road rights-of-way and structures,and for the protection of the County and the public and the continuity of pedestrian and vehicular traffic. Permittee shall first file.with the County Engineer its application for a utility permit to do such Work together with plans and specifications showing at a minimum: A. The position, depth and location of all such utility facilities sought to be constructed, laid, installed or erected at that time, showing their relative position to existing county roads, rights-of-way or other county property upon plans drawn to scale,hereinafter collectively referred to as the"map of definite location; B. The class and type of material and equipment to be used, manner of excavation, construction, installation, backfill, erection of temporary structures, erection of permanent structures,traffic control,traffic turnouts and road obstructions; C. The manner in which the utility facility is to be installed; D. Measures to be taken to preserve safe and free flow of traffic; E. Structural integrity of the roadway,bridge, or other structure; F. Specifications for the restoration of the county road, right-of-way or other county property in the event that the road right of way will be disturbed by the Work; and G. Provision for ease of future road maintenance and appearance of the roadway. Provision shall be made for known or planned expansion of the utility facilities,particularly those located underground or attached to bridges or other structures within the road right-of-way. 2 The location,alignment and depth of the utility facilities shall conform with said map of definite location, except in instances in which deviation may be allowed thereafter in writing by the County Engineer pursuant to application by Permittee. All such Work shall be subject to the approval of and shall pass the inspection of the County Engineer. The Permittee shall pay all costs of and expenses incurred in the examination, inspection and approval of such work on account of granting the said utility permits. IV. RESTORATION OF ROAD RIGHT OF WAY In any Work which disturbs or causes damage to the road rights-of-way subject to this Permit, public or private property,the Permittee shall at its own expense and with all convenient speed, complete the work to repair and restore the county road right-of-way, or the public or private property so disturbed or damaged,and leave the same in as good or better condition as before the Work was commenced, to the reasonable satisfaction of the County Engineer. The Permittee shall pay all costs of and expenses incurred in the examination,inspection and approval of such restoration or repair. The County Commissioners and/or County Engineer may at any time do,order or have done any and all work that they consider necessary to restore to a safe condition such County road right-of- way or other County property left by the Permittee or its agents in a condition dangerous to life or property,and the Permittee,upon demand, shall pay to the County all costs of such work. V. PERMITTEE WORK IN RIGHT OF WAY Permittee expressly agrees and understands that,with regard to Work within the road rights-of- way: A. All of Permittee's utility facilities and Work within the road rights-of-way or other County property shall be performed in compliance with the provisions of Title 12 MCC, the Manual,the administrative regulations adopted by the County Engineer,other County-established requirements for placement of utility facilities in road rights-of-way, including the specific location of utility facilities in the road rights-of-way,and all applicable laws,rules,regulations and ordinances; B. In preparing plans and specifications for the Work the Permittee shall use the Manual. Prior to commencement of any Work,Permittee shall submit such plans and specifications to the County Engineer for review and approval together with the adequate exhibit depicting the existing or proposed location of the utility facility in relation to the road, including right-of-way or easement lines;relationship to currently planned road revisions,if applicable; and all locations and situations for which deviations in depth of cover (including the proposed method of protection) or other locational standards that are anticipated; C. All Work subject to this Permit shall be done in such a manner as not to interfere, 3 other than in ways approved by the County,with the construction,operation and maintenance of other utilities, public or private, drains, drainage ditches and structures,.irrigation ditches and structures,located therein,nor with the grading or improvements of such County roads,rights-of- way or other County property; D. The owners and operators of all utility facilities (public or private) installed in the Permit Area or other county property prior in time to the utility facilities of the Permittee,_shall have preference as to the alignment and location of such utilities so installed with respect to the Permittee. Such preference shall continue in the event of the necessity of relocating or changing the grade of any such county road or right-of-way; E. Permittee shall perform the Work and operate its utility facilities in a manner that minimizes interference with the use of the road rights-of-way by others,including others that may be installing utility facilities; and F. The County may require that Permittee's utility facilities be installed at a particular time,at a specific place,or in a particular manner as a condition of access to a particular road or road right-of-way; may deny access if a Pennittee is not willing to comply with the County's requirements; and may remove, or require removal of, any utility facility that is not installed in compliance with the requirements established by the County,or which is installed without prior County approval of the time,place,or manner of installation and charge the Permittee for all the costs associated with removal;and may require Permittee to cooperate with others to minimize adverse impacts on the road and road rights-of-way through joint trenching and other arrangements. G. The County may inspect the utility facilities at any time reasonable under the circumstances to ensure compliance with this Permit and applicable law,including to ensure that the private line utility facilities are constructed and maintained in a safe condition. If an unsafe condition is found to exist, the County, in addition to taking any other action permitted under applicable law,may order the Permittee,in writing,to make the necessary repairs and alterations specified therein forthwith to correct the unsafe condition on a time-table established by the County which is reasonable in light of the unsafe condition. The County has the right to correct, inspect,administer,and repair the unsafe condition if the Licensee fails to do so,and to charge the Permittee therefor. The right of the County to conduct such inspections and order or make repairs shall not be construed to create an obligation therefore, and such obligation to construct and maintain its utility facilities in a safe condition shall at all times remain the sole obligation of the Permittee. H. When required by the County,Permittee shall make information available to the public regarding any Work involving the ongoing installation, construction, adjustment, relocation, repair or maintenance of its utility facilities sufficient to show(1)the nature of the work being performed;(2)where it is being performed;(3) its estimated completion date;and(4)progress to completion. 4 I. PERMITTEE IS PLACED ON NOTICE THAT FIBER OPTIC COMMUNICATIONS, POWER, CONTROL SYSTEMS,OTHER TYPES OF CABLES AND PIPELINES MAY BE BURIED ON THE RIGHT OF WAY. Before beginning any underground work,Permittee will contact the appropriate personnel to have such facilities located and make arrangements as to protective measures that must be adhered to prior to the commencement of any work within the road and road rights-of-way. In addition to the liability terms elsewhere in this Agreement, Permittee shall indemnify and hold the County and its elected and appointed officers,employees and agents harmless against and from all cost, liability, and expense whatsoever (including, without limitation, attorney's fees and court costs and expenses) arising out of or in any way contributed to by any act or omission of Permittee,its contractor,agents and/or employees,that cause or in any way or degree contribute to(1)any damage to or destruction of any such facilities by Permittee, and/or its contractor, agents and/or employees, on the County's property, (2)any injury to or death of any person employed by or on behalf of any entity, and/or its contractor, agents and/or employees,on the road rights-of-way, and/or(3)any claim or cause of action for alleged loss of profits or revenue,or loss of service,by a customer or user of services or products of such company(ies). J. Permittee shall continuously be a member of the State of Washington one number locator service under RCW 19.122, or an approved equivalent, and shall comply with all such applicable rules and regulations. K. Except in the event of emergency as described below,Permittee and its agents may not enter upon the permit area to perform work for which a utility permit is required, unless and except upon two-business days notice to the County Engineer. L. In the event of an emergency involving the threat of imminent harm to persons or properly, and for purposes of taking immediate corrective action,Permittee and its agents may enter the Permit Area without advance notice to the County as long as such entry is for the sole purpose of addressing the emergency; provided however, that if any entry for such purposes would require issuance of a utility permit,Permittee shall give the County verbal or telephonic notice of the places where and the manner in which entry is required prior to such entry,promptly followed by written notice. In all cases,notice to the County shall be given as far in advance as practical prior to entry or as soon as practicable after entry upon the road right-of-way. M. Permittee shall promptly reimburse the County for its reasonable and direct costs incurred in responding to an emergency that is caused,created by or attributable to the presence, construction,maintenance,repair,or operation of Permittee's utility facilities in the road rights- of-way. N. If, during any Work, Permittee or its agents discover scientific or historic artifacts, Permittee or its agents shall immediately notify the County of said discovery and shall protect such artifacts in a manner as specified by the County. Any such artifact shall be the property of the County if the County wishes to own it. 5 VI. PROTECTION OF PUBLIC All Work done under this Permit shall be done in a thorough and workman-like manner. In the performance of any Work,including without limitation,the opening of trenches and the tunneling under county roads,right-of way or other county properly,the Permittee shall leave such trenches, ditches and tunnels in such a way as to interfere as little as possible with public travel and shall take all due and necessary precautions to guard the same,so that damage or injury shall not occur or arise by reason of such Work;and where any of such trenches,ditches and tunnels are left open at night, the Permittee shall place warning lights, barricades and other appropriate protective devices at such a position as to give adequate warning of such Work. The Permittee shall be liable for any injury to person or persons or damage to property sustained arising out of its carelessness or neglect,or through any failure or neglect to properly guard or give warning of any trenches, ditches or tunnels dug or maintained by the Permittee. VII. POLICE POWERS The County,in granting this Permit,does not waive any rights which it now has or may hereafter acquire with respect to county roads,rights-of-way or other county property and this Permit shall not be construed to deprive the county of any powers,rights or privileges which it now has or may hereafter acquire to regulate the use of and to control the county roads,right-of-way and other county property covered by this Permit. The County retains the right to administer and regulate activities of the Permittee up to the fullest extent of the law. The failure to reserve a particular right to regulate, or reference a particular regulation, shall not be interpreted by negative implication or otherwise to prevent the application of a regulation to the Permittee. VIII. RELOCATION Permittee shall,in the course of any Work,comply with the following requirements: A. The Permittee shall,by a time specified by the County,protect,support,temporarily disconnect,relocate,or remove any of its utility facilities when required by the County by reason of traffic conditions; public safety; road right-of-way construction; road right-of-way repair (including resurfacing or widening);change of road right-of-way grade;construction,installation, or repair of County-owned sewers, drains, water pipes, power lines, signal lines, tracks, communications system,other public work,public facility,or improvement of any government- owned utility; road right-of-way vacation; or for any other purpose where the County work involved would be aided by the removal or relocation of the utility facilities. Collectively,such matters are referred to below as the "public work." Permittee acknowledges and understands that any delay by Permittee in performing the above described work may delay, hinder, or interfere with the work performed by the County and its contractors and subcontractors done in furtherance of such Public Work and result in damage to the County,including but not limited to,delay claims. Permittee shall cooperate with the County and its contractors and subcontractors to coordinate such Permittee work to accommodate the 6 Public Work project and project schedules to avoid delay,hindrance of,or interference with the Public Work. The County shall make available to the Permittee a copy of the Six Year Transportation Program and the County's annual construction program after adoption each year. It is anticipated these programs will aid the Permittee in planning construction programs. B. Permittee has a duty to protect its utility facilities from work performed by the County within the road rights-of-way. The rights granted to the Permittee herein do not preclude the County,its employees,contractors,subcontractors,and agents from blasting,grading,excavating, or doing other necessary road work contiguous to Permittee's utility facilities;providing that,the Permittee shall be given a minimum of forty-eight(48)hours notice of said blasting or other work in order that the Permittee may protect its utility facilities. C. In the event of an emergency,or where the utility facility creates or is contributing to an imminent danger to health,safety,or property,the County may protect,support,temporarily disconnect, remove, or relocate any or all parts of the utility facility without prior notice, and charge the Permittee for costs incurred. D. If any Person that is authorized to place facilities in the road right of way requests the Permittee to protect,support,temporarily disconnect,remove,or relocate the Permittee's utility facilities to accommodate the construction, operation, or repair of the facilities of such other person, the Permittee shall, after 30 days' advance written notice, take action to effect the necessary changes requested; provided that, if such project is related to or competes with Permittee's service,or if the effect of such changes would be to permanently deprive Permittee of the beneficial enjoyment of this Permit for its intended purposes through interference with the operation of Permittee's utility facilities or otherwise,Permittee shall not be required to relocate its utility facilities. Unless the matter is governed by a valid contract or a state or federal law or regulation, or unless the Permittee's utility facilities were not properly installed,the reasonable cost of the same shall be borne by the Person requesting the protection, support, temporary disconnection,removal, or relocation at no charge to the County, even if the County makes the request for such action. E. The Permittee shall, on the request of any person holding a valid permit issued by a governmental authority,temporarily raise or lower its wires to permit the moving of buildings or other objects. The expense of such temporary removal or raising or lowering of wires shall be paid by the person requesting the same. The County of Mason will accept liability for direct and actual damages to said Permittee that are the result of the negligence of Mason County, its trustees, officers, employees, contractors, subcontractors or agents while performing County improvement or Public Works projects enumerated in Section VIII,paragraph B. Direct and actual damages are specifically limited to physical damage to properly installed and located infrastructure of the Permittee and the cost to repair such physical damage. Mason County retains the right to assert all applicable defenses in the event of a dispute including contributory_negligence on the part of the Permittee. Mason County shall in no way be liable for incidental damages claimed to arise from such actions. 7 All Work to be performed by the Permittee under this section shall pass the inspection of the County Engineer. The Permittee shall pay all costs of and expenses incurred in the examination, inspection and approval of such work. 1X. PRESERVATION OF MONUMENTS/MARKERS Before any Work is performed under this permit which may affect any existing monuments or markers of any nature relating to subdivisions,plats,roads and all other surveys, the Permittee shall reference all such monuments and markers. The reference points shall be so located that they will not be disturbed during the Permittee's Work and operations under this Permit. The method of referencing these monuments or other points to be referenced shall be approved by the County Engineer. The replacement of all such monuments or markers disturbed during construction shall be made as expeditiously as conditions permit in accordance with RCW 58.24 and WAC 332-120, and as directed by the County Engineer. The cost of monuments or other markers lost,destroyed, or disturbed, and the expense of replacement by approved monuments shall be borne by the Permittee. A complete set of reference notes for monument and other ties shall be filed with the office of the Mason County Engineer. X. VACATION OF ROAD RIGHT-OF-WAY If at any time the County shall vacate any County road or right-of-way or other County Property which is subject to rights granted by this Permit and said vacation shall be for the purpose of acquiring the fee or other property interest in said road or right-of-way for the use of the County, in either its proprietary or governmental capacity, then the Board of Mason County Commissioners may,at its option,and by giving thirty(30)days written notice to the Permittee, terminate this Permit with reference to such county road right-of-way or other County property so vacated,and the County of Mason shall not be liable for any damages or loss to the Permittee by reason of such termination. It has been the practice of Mason County to reserve easements for utilities at the time of road vacation,and will continue to be the practice until such time the Board of Mason County Commissioners direct a change of practice. XI. FINANCIAL SECURITY A. Insurance.It is intended that the following insurance requirements shall apply to the person performing the Work in the road right-of-way. Permittee and Permittee's contractors shall not perform or cause to be performed any Work, unless and until Permittee (to the extent Permittee performs any of the Work in the road right-of-way) or its contractors (to the extent Permittee's contractor performs any of the Work in the road right-of-way)provide certificates of insurance evidencing that Permittee or Permittee's contractors are in compliance with the following requirements,including,maintaining insurance in at least in the following amounts: 8 1.COMMERCIAL GENERAL LIABILITY insurance to cover liability,bodily injury,and property damage. The Commercial General Liability insurance shall be written on an occurrence basis, with an aggregate limit location endorsement for the Permit Area, and shall provide coverage for any and all costs,including defense costs,and losses and damages resulting from personal injury,bodily injury and death,property damage,products liability and completed operations arising out of the Work. Coverage must be written with the following limits of liability: Bodily and Personal In ury&Property Damage $ 1,000,000 per Occurrence $2,000,000 aggregate 2 WORKERS'COMPENSATION insurance shall be maintained by Permittee's contractor to comply with statutory limits for all employees,and in the case any work is sublet, the contractor shall require its subcontractors similarly to provide workers' compensation insurance for all the employees. 3.COMPREHENSIVE AUTO LIABILITY insurance shall include owned,hired, and non-owned vehicles on an occurrence basis with coverage of at least $500,000 per occurrence. The required insurance shall be maintained from the time that Work in the road right-of-way commences until the Work is complete and the utility permit issued for said Work has been released by the.County Engineer,or his or her designee. If the Permittee or its contractors and subcontractors do not have the required insurance, the County may require such entities to stop operations until the insurance is obtained and approved. Permittee shall, or shall cause its contractors to, file with the application for a utility permit, certificates of insurance reflecting evidence of the required insurance in a form and content approved by the County's Risk Manager. All coverage shall be listed on one certificate with the same expiration dates. The certificates shall contain a provision that coverages afforded under these policies will not be canceled until at least 30 days'prior written notice has been given to the County. In the event that the insurance certificate provided indicates that the insurance shall terminate or lapse during the period of the Work,then, in that event,the Permittee shall furnish,at least 30 days prior to the expiration of the date of such insurance, a renewed certificate of insurance as proof that equal and like coverage has been or will be obtained prior to any such lapse or termination during the balance of the period of the Permit. The County reserves the right, during the term of the Permit, to require any other insurance coverage or adjust the policy limits as it deems reasonably necessary utilizing sound risk management practices and principals based upon the loss exposures. Each insurance policy required pursuant to this Permit shall be primary and non-contributing as 9 respects any coverage maintained by the County and shall include an endorsement reflecting the same. Any other coverage maintained by County shall be excess of this coverage herein defined as primary and shall not contribute with it. The certificate of insurance must reflect that the above wording is included in all such policies. Each insurance policy obtained pursuant to this Permit shall be issued by financially sound insurers who may lawfully do business in the State of Washington with a financial rating at all times during coverage of no less than rating of"A" and a class of"X" or better in the latest edition of"Best's Key Rating Guide"published by A.M.Best Company,or such other financial rating or rating guide approved in writing by the County's risk manager. In the event that at any time during coverage,the insurer does not meet the foregoing standards,Permittee shall give or shall cause its contractors to give prompt notice to the County and shall seek coverage from an insurer that meets the foregoing standards. The County reserves the right to change the rating or the rating guide depending upon the changed risks or availability of other suitable and reliable rating guides. Comprehensive general liability insurance policies and coverage obtained pursuant to this Permit shall include an endorsement(standard ISO form CG 24-17)deleting all exclusions for work or incidents occurring within any distance from a railroad track or railroad property,or on,over,or under a railroad track. Insurance policies required pursuant to this Permit shall have no non-standard exclusions unless approved of by the County Risk Manager or designee. Commercial general liability insurance policies obtained pursuant to this Permit shall name the County as an additional insured without limitation,pursuant to an endorsement approved of by the County's Risk Manager or designee. Permittee or Permittee's Contractors' insurers, through policy endorsement, shall waive their rights of subrogation against the County for all claims and suits. The certificate of insurance must reflect this waiver of subrogation rights endorsement. B. Contractor Bond. All contractors performing Work on behalf of Permittee shall be licensed and bonded. C. Limitation of Liability. to the fullest extent permitted by law, permittee shall, and shall cause its contractor(s) only as to subsection(9)below, to release, indemnify, defend and hold harmless the county and the county's legal representatives,officers(elected or appointed), employees and agents (collectively, "indemnitees") for, from and against any and all claims, liabilities, fines, penalties, costs, damages, losses, liens, causes of action, suits, demands, judgments and expenses(including,without limitation,court costs,attorneys' fees,and costs of investigation, removal and remediation and governmental oversight costs), environmental or otherwise(collectively"liabilities")of any nature,kind,or description,of any person or entity, directly or indirectly,arising out of,resulting from,or related to(in whole or in part): 10 1. this permit; 2. any rights or interests granted pursuant to this permit; 3. permittee's occupation and use of the road right of way; 4. pern ittee's operation of its utility facilities; 5. the presence of utility facilities within the right of way; 6. the environmental condition and status of the road right-of-way caused by, aggravated by,or contributed to, in whole or in part,by permittee or its agents; or 7. the acts,errors,or omissions of third parties when arising out of the,installation, construction, adjustment,relocation, replacement,removal, or maintenance of such third party utility facilities within the road rights-of-way when such work is performed under authority of the operator's utility permit or at the direction or under the control of the operator; or 8. any act or omission of permittee or permittee's agents;or 9.any act or omission of contractor or its employees, agents,or subcontractors when arising out of the work. Even if such liabilities arise from or are attributed to,in whole or in part,any negligence of any indemnitee. The only liabilities with respect to which permittee's obligation to indemnify the indemnitees does not apply are liabilities to the extent proximately caused by the sole negligence or intentional misconduct of an indemnitee or for liabilities that by law the indemniteees cannot be indemnified for. Upon written notice from the county,permittee agrees to assume the defense of any lawsuit or other proceeding brought against any indemnitee by any entity,relating to any matter covered by this permit for which permittee has an obligation to assume liability for and/or save and hold harmless any indemnitee. Permittee shall pay all costs incident to such defense,including,but not limited to,attorneys'fees,investigators'fees,litigation and appeal expenses,settlement payments and amounts paid in satisfaction of judgments. Permittee will fully satisfy said judgment within ninety (90) days after said suit or action shall have finally been determined if determined adversely to mason county. upon the permittee's failure to satisfy said judgment within the ninety (90)day period,this permit shall at once cease and terminate and the county of mason shall have a lien upon permittee's utility facilities and all other facilities used in the construction,operation and maintenance of the permittee's utility system which may be enforced against the property for the full amount of any such judgment so taken against any of the indemnitees Acceptance by the County of any Work performed by the Permittee at the time of completion shall not be grounds for avoidance of this covenant. 11 XII. PERMIT NONEXCLUSIVE This Permit shall not be deemed to be an exclusive Permit. It shall in no manner prohibit the County of Mason from granting rights to other utilities under,along,across,over and upon any of the County roads,rights-of-way or other County property subject to this Permit and shall in no way prevent or prohibit the County of Mason from constructing, altering,maintaining or using any of said roads rights-of-way,drainage structures or facilities,irrigation structures or facilities, or any other county property or affect its jurisdiction over them or any part of them with full power to make all necessary changes, relocations, repairs, maintenance, etc., the same as the County may deem fit. XIII. SUCCESSORS AND ASSIGNS All the provisions, conditions, regulations and requirements herein contained shall be binding upon the successors and assigns of the Permittee and all privileges,as well as all obligations and liability of the Permittee, shall inure to its successors and assigns equally as if they were specifically mentioned wherever the Permittee is mentioned. Any reference in this Permit to a specifically named party shall be deemed to apply to any successor,heir,administrator,executor or assign of such party who has acquired its interest in compliance with the terms of this Permit or under law. XIV. TRANSFER/ASSIGNMENT Permittee may assign or transfer this Permit by contacting the County of Mason to obtain an Assignment Agreement. The Agreement must be signed and delivered back to the County of Mason. Assignees shall thereafter be responsible for all obligations of Permittee with respect to the Permit and guaranteeing performance under the terms and conditions of the Permit and that transferee will be bound by all the conditions of the Permit and will assume all the obligations of its predecessor. Such an assignment shall relieve the Permittee of any further obligations under the Permit, including any obligations not fulfilled by Permittee's assignee; provided that, the assignment shall not in any respect relieve the Permittee, or any of its successors in interest,of responsibility for acts or omissions,known or unknown,or the consequences thereof,which acts or omissions occur prior to the time of the assignment. No Permit may be assigned or transferred without filing or establishing with the county the insurance certificates, security fund and performance bond as may be required pursuant to this Permit. XV. ANNEXATION Whenever any of the County road rights-of-way or other county property as designated in this Permit,by reason of the subsequent incorporation of any town or city,or extension of the limits of any town or city, shall fall within the city or town limits; then, except to the extent allowed by law,this Permit shall terminate in respect to the said roads,rights-of-way or other county property so included with city or town limits;but this Permit shall continue in force and effect to all county road rights-of-way or other county property not so included in city or town limits. 12 XVI. TERM/TERNHNATION/REMEDIES A. Term. This Permit shall commence upon acceptance by the Permittee as provided at Section XVIII herein and continue in PERPETUITY until terminated or otherwise superseded by a subsequent franchise, private line utility occupancy permit, master road use permit or other agreement of the Parties. In the event that it is determined by a court of competent jurisdiction that,as a matter or law,the term provided for herein is unlawful,this Permit shall be deemed to have a term for the maximum period allowed by law,and if no such maximum period is readily and easily capable of being identified,for a term of not longer than fifty(50)years. B. Termination by County. Permittee has elected to obtain a Permit in lieu of a franchise agreement. Permittee understands and agrees that, unlike a franchise, this Permit may be terminated by the County with or without cause. This means that the County is not required to have or provide a reason for the termination and that the County may terminate this Permit in its sole discretion without penalty to the County and regardless of whether or not Permittee is or is not in default; provided that, the County may not terminate this Permit for a reason that is unlawful. The Parties agree that the only condition of termination by the County of this Permit is that the County must give not less than ninety (90) days written notice to the Permittee of termination. The County Engineer is authorized to exercise the right of the County to terminate this Permit. C. Termination upon Transfer/Assignment/Conveyance. This Permit shall automatically terminate upon: (1)assignment of the Permit without the prior written consent of the County in substantially the form of an Assignment Agreement (obtained by request), (2) transfer of the utility facilities located with the Permit Area without prior written notice to the County and mutual acceptance of an assignment of the Permit,(3)conveyance of the real property or any part thereof benefited by the installation and operation of the utility facilities without prior written notice to the County and mutual acceptance of an assignment of the Permit, or (4) use of the utility facilities for the benefit of persons other than the owner/operator in a manner that no longer constitutes a de-minimis use of the road right-of-way. D. Termination upon Removal of Utility Facilities. This Permit and all of the rights, duties and obligations contained herein, shall terminate upon removal of all Permittee utility facilities from the road right-of-way or abandonment and de-commissioning in place to the reasonable satisfaction of and in the manner approved by the County Engineer and restoration of the road right-of way to the satisfaction of the County Engineer. E. Effect of Termination. On or before the effective date of termination or as otherwise mutually agreed to by the Parties,Permittee shall remove its utility facilities from the road rights- of-way and restore the road rights-of-way to the reasonable satisfaction of the County Engineer. In lieu of removal, the County Engineer may authorize abandonment in place and de- commissioning of the utility facilities in the manner approved by and to the reasonable satisfaction of the County Engineer. In the event that the Permittee fails to timely and completely perform such work,the County may perform or complete such work at the cost of the Permittee 13 and Permittee shall be obligated to reimburse the County for such work within 30 days of invoice by the County. F. Remedies. In addition to the right of the County to terminate this Permit,the County has the right to exercise any and all of the following remedies, singly or in combination,in the event of Default. "Default"shall mean any failure of Permittee or its agents to keep,observe or perform any of Permittee's or its agent's duties or obligations under this Permit: 1. Damages. Permittee shall be liable for any and all damages incurred by County. 2. Specific Performance. County shall be entitled to specific performance of each and every obligation of Permittee under this Permit without any requirement to prove or establish that County does not have an adequate remedy at law. Permittee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Permittee's commission of an Event of Default hereunder. 3. Injunction. County shall be entitled to restrain, by injunction, the actual or threatened commission or attempt of an Event of Default and to obtain a judgment or order specifically prohibiting a violation or breach of this Permit agreement without, in either case, being required to prove or establish that County does not have an adequate remedy at law. Permittee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Permittee's commission of an Event of Default hereunder. 4. Alternative Remedies. Neither the existence of other remedies identified in this Permit nor the exercise thereof shall be deemed to bar or otherwise limit the right of the County to commence an action for equitable or other relief and/or proceed against Permittee and any guarantor for all direct monetary damages, costs and expenses arising from the Default and to recover all such damages,costs and expenses,including reasonable attorneys'fees.Remedies are cumulative;the exercise of one shall not foreclose the exercise of others. XVII. SUBSEQUENT ACTION The County reserves for itself the right at any time upon ninety(90) days written notice to the Permittee, to so change, amend, modify or amplify any of the provisions or conditions herein enumerated to conform to any state statute or county regulation,relating to the public welfare, health, safety or highway regulation,as may hereafter be enacted,adopted or promulgated. XVIII. ACCEPTANCE Permittee shall execute and return to County a signed acceptance of the Permit granted hereunder. The acceptance shall be in the form of the acceptance attached hereto as Exhibit "A", and in accepting the Permit,Permittee warrants that it has carefully read the terms and conditions of this Permit and accepts all of the terms and conditions of this Permit and agrees to abide by the same and acknowledges that it has relied upon its own investigation of all relevant facts,that it has had 14 the assistance of counsel or an opportunity to have assistance of counsel,that it was not induced to accept a Permit,that this Permit represents the entire agreement between the Permittee and the County.In the event the Permittee fails to submit the acceptance as provided for herein within the time limits set forth in this section,the grant herein is and shall become null and void. M. RECORDING OF MEMORANDUM OF PERMIT The Parties agree that a"Memorandum of Permit" in substantially the form attached hereto as Exhibit`B",shall be filed for record with the Office of the Mason County Auditor upon written acceptance by the Permittee. The cost and expense of such filing shall be borne by the Permittee if not already included in the fee for issuance of this Permit. Notwithstanding the foregoing,this Permit is not intended nor shall it be construed to create an interest in land or constitute the grant or conveyance of a real property interest by the County to the Permittee. The requirements of this Section XIX are intended solely to provide notice of the existence of this Permit and the terms and conditions there under, including inter-alia,the limitations upon assignment of the Permit. Permittee shall at the time of its acceptance of this Permit identify the assessor's tax identification number of the parcel or parcels benefited by this Permit and a legal description of each such parcel to be included in the Memorandum of Permit. XX. MISCELLANEOUS PROVISIONS A. Controlling Law/Venue. Any disputes concerning the application or interpretation of any of the provisions of this Permit shall be governed by the laws of the State of Washington. Venue of any action or arbitration brought under this Permit shall be in Mason County, Washington or the Western District of Washington if an action is brought in federal court, provided; however,that venue of such action is legally proper. B. Liens. Permittee shall promptly pay and discharge any and all liens arising out of any Work done, suffered or permitted to be done by Permittee on any Permit area. C. Waiver. No waiver by either party of any provision of this Permit shall in any way impair the right of such party to enforce that provision for any subsequent breach,or either party's right to enforce all other provisions of this Permit. D.Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Permit,the substantially prevailing Party or Parties shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such Party or Parties may be entitled. E. Amendment. This Permit may be amended only by a written contract signed by authorized representatives of Permittee and County of Mason. F. Severability. If any provision of this Permit is held to be illegal, invalid or unenforceable under present or future laws,such provision will be fully severable and this Permit 15 will be construed and enforced as if such illegal,invalid or unenforceable provision is not a part hereof, and the remaining provisions hereof will remain in full force and effect. In lieu of any illegal, invalid or unenforceable provision herein,there will be added automatically as a part of this Permit,a provision as similar in its terms to such illegal,invalid or unenforceable provision as may be possible and be legal,valid and enforceable. G. Joint and Several Liability. Permittee acknowledges that, in any case in which Permittee and Permittee's contractors are responsible under the terms of this Permit, such responsibility is joint and several as between Permittee and any such Permittee's contractors; provided that,the Permittee is not prohibited from allocating such liability as a matter of contract. H. Notices. Any notice contemplated, required, or permitted to be given under this Permit shall be sufficient if it is in writing and is sent either by: (a)registered or certified mail, return receipt requested; or (b) a nationally recognized overnight mail delivery service, to the Party and at the address specified below, except as such Party and address may be changed by providing no less than thirty(3 0) days' advance written notice of such change in address. Permittee: Vincent Van Parys 7733 Long Lake Road Port Orchard, WA 98367 Grantor: Mason County Public Works 100 W. Public Works Drive Shelton, WA 98584 I. Approvals. Nothing in this Permit shall be deemed to impose any duty or obligation upon the County to determine the adequacy or sufficiency of Permittee's plans and specifications or to ascertain whether Permittee's proposed or actual construction, installation, testing, maintenance,repairs,replacement,relocation,adjustment or removal is adequate or sufficient or in conformance with the plans and specifications reviewed by the County. No approval given, inspection made,review or supervision performed by the County pursuant to this Permit shall constitute or be construed as a representation or warranty express or implied by County that such item approved,inspected,or supervised, complies with laws,rules regulations or ordinances or this Permit or meets any particular standard,code or requirement,or is in conformance with the plans and specifications,and no liability shall attach with respect thereto.County and inspections as provided herein, are for the sole purpose of protecting the County's rights as the owner and manager of the road rights-of-way and shall not constitute any representation or warranty,express or implied, as to the adequacy of the design, construction,repair, or maintenance of the utility facilities, suitability of the-permit area for construction, maintenance, or repair of the utility facilities, or any obligation on the part of the County to insure that work or materials are in compliance with any requirements imposed by a governmental entity. County is under no obligation or duty to supervise the design, construction, installation, relocation, adjustment, realignment,maintenance,repair,or operation of the utility facilities. 16 J. Force Majeure. Neither Party hereto shall be liable to the other Party for any failure to perform an obligation set forth herein to the extent such failure is caused by war,act of terrorism or an act of God, provided that such Party has made and is making all reasonable efforts to perform such obligation and minimize any and all resulting loss or damage. K. Construction. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the Parry or Parties may require. The provisions of this Permit shall be construed as a whole according to their common meaning, except where specifically defined herein, not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this Permit. L. Incorporation by Reference. All exhibits annexed hereto at the time of execution of this Permit or in the future as contemplated herein,are hereby incorporated by reference as though fully set forth herein. M. Calculation of Time. All periods of time referred to herein shall include Saturdays, Sundays, and legal holidays in the State of Washington,except that if the last day of any period falls on any Saturday, Sunday, or legal holiday in the State of Washington, the period shall be extended to include the next day which is not a Saturday,Sunday,or legal holiday in the State of Washington. N. Entire Agreement. This Permit is the full and complete agreement of County and Permittee with respect to all matters covered herein and all matters related to the use of the Permit Area by Permittee and Permittee's Contractors, and this Permit supersedes any and all other agreements of the Parties hereto with respect to all such matters,including,without limitation,all agreements evidencing the Permit. O. No Recourse. Without limiting such immunities as the County or other persons may have under applicable law, Permittee shall have no monetary recourse whatsoever against the County or its officials,boards,commissions,agents,or employees for any loss or damage arising out of the County's exercising its authority pursuant to this Permit or other applicable law. P. Responsibility for Costs. Except as expressly provided otherwise, any act that Permittee is required to perform under this Permit shall be performed at its cost. If Permittee fails to perform work that it is required to perform within the time provided for performance,the County may perform the work and bill the Permittee. The Permittee shall pay the amounts billed within 30 days. Q. Work of Contractors and Subcontractors. Work by contractors and subcontractors are subject to the same restrictions,limitations,and conditions as if the Work was performed by the Permittee. The Permittee shall be responsible for all Work performed by its contractors and subcontractors,and others performing Work on its behalf,under its control,or under authority of 17 Permittee. The Permittee shall be responsible for all Work performed by its contractors and subcontractors,and others performing Work on its behalf,under its control,or under authority of its utility permit, as if the work were performed by it and shall ensure that all such work is performed in compliance with this Permit,Title 12 MCC,the Manual and other applicable law, and shall be j ointly and severally liable for all damages and correcting all damage caused by them. It is the Permittee's responsibility to ensure that contractors, subcontractors, or other Persons performing work on the Permittee's behalf are familiar with the requirements of the Permit, Title 12 MCC,the Manual,and other applicable laws governing the work performed by them and further, for ensuring that such contractors and subcontractors maintain insurance as required herein. R. Survival of Terms. Upon the termination of the Permit,the Permittee shall no longer have the right to occupy the Permit area. However,the Permittee's obligations under this Permit to the County shall survive the termination of these rights according to its terms for so long as the Permittee's utility facilities shall remain in whole or in part in the road rights-of-way,except to the extent the County Engineer has approved abandonment in place. By way of illustration and not limitation, Permittee's obligations to indemnify, defend and hold harmless the County, provide insurance and a performance/payment bond pursuant to Section XI and Permittee's obligation to relocate its utility facilities pursuant to Section VIII,shall continue in effect as to the Permittee, notwithstanding any termination of the Permit, except to the extent that a County- approved transfer, sale,or assignment of the utility system is completed,and another entity has assumed full and complete responsibility for the utility facilities or for the relevant acts or omissions. DATED at Shelton,Washington this day of ,2019. APPROVED: BOARD OF COMMISSIONERS MASON COUNTY, WASHINGTON Q�fM7-'-' Diane Sheesley, County Engineer Kevin Shutty, Chair Approved as to form: Sharon Trask,Vice Chair Tim Whitehead, Ch. Deputy Prosecuting Attorney Randy Neatherlin, Commissioner 18 EXHIBIT "A" ACCEPTANCE OF PERMIT Private Line Utility Occupancy Permit effective , 2019. 1/We, amour the of parcel(s) and Uwe am/are the (Operator and) or(representative authorized to) accept Permit on behalf of Uwe certify that this Permit and all terms and conditions thereof are accepted by without qualification or reservation and guarantee performance hereunder. UWe certify that,to the best of my/our knowledge, the assessor's tax identification number of the parcel or parcels benefited by this Permit and a legal description of each such parcel are as described in the attached under Permit Exhibit"B". DATED this day of , 2019. PERMITTEE(S) By: Title: W to STATE OF VN)Q 5�\'k 0 1�) ss. COUNTY OF I n �h�a� is I certify that I know or have satisfactory evidence that �^� V ' S person who ap eared before me, and said person acknowledged tha e% he signed this instrument, on oath stated that h' se was authorized to execut the instrument and acknowledged it as the C 'NCIC-1 of the S � C, -Q to be the free and voluntary act of such party for the uses and purposes menti ned in the instrument. Dated: Notary Public CV State of Washington Notary +'T-:'0T P Print ame� PHILLIP D FRANKLIN My commission expires — t _ 2- MY MY COMMISSION EXPIRES JULY 10,2021 A- 1 MEMORANDUM OF PRIVATE LINE UTILITY OCCUPANCY PERMIT THIS MEMORANDUM OF PERMIT is dated as of the_day of '2019 between the County of Mason,a legal subdivision of the state of Washington("County")and Vincent Van Part's(Permittee"). 1. Pro e . County has,pursuant to Private Line Utility Occupancy Permit granted to Permittee,the right,revocable at the will of the County,to use and occupy certain road rights- of-way for the construction,installation,adjustment,maintenance,removal,repair,relocation and operation of Permittee's utility facilities for the benefit of the herein described Property,upon the terms and conditions of that certain permit agreement between the parties accepted the day of ,2019(the"Permit"), which terms and conditions are incorporated herein by this reference. The property to be benefited by this permit is situated in the Mason County, Washington,legally described in Exhibit B attached hereto (herein called the "Property"). The road right-of-way permit area("Permit Area")is also described in attached Exhibit B. 2. Term. The term of the Permit is in perpetuity unless terminated. 3. Termination. County in its sole discretion may terminate all or part of the Permit with or without cause upon no less than ninety(90)days written notice to the Permittee. Further, this Permit will automatically terminate upon assignment without the prior written consent of the County, or upon transfer of the Property without the prior written consent of the County to an assignment of the Permit or upon transfer of all or part of the utility facilities located in the Permit Area without the prior written consent of the County to an assignment of the Permit. 4. Purpose of Memorandum of Permit. This memorandum of permit is prepared for the purpose of recordation and notice and in no way modifies the Permit and is in no way intended to or should be construed to create or convey an interest in land or the road right-of-way. DATED this day of 32019 COUNTY OF MASON 5 fl• Diane Sheesley, CoArty Engineer Approved as to form: Tim Whitehead,Ch.Deputy Prosecuting Attorney B-2 PERMITTEE j . Title: ko STATE OF ss. .� COUNTY OF °-''t-�PP \-I'(nom ' I certify that I know or have.satisfactory evidence that i SR Vc+h V, S is the person who appeared before'me,and said persbn acknowledged that said person signed this ins ent,on oath stated that said person was authorizes-to execute the instrument and acknowledged ownership of 7, :Z -yo^uc�o� to be the free and voluntary act of such person/corporation oration for the uses parcel(s) ��Zz�-5e�aoort �' p rp and pure so es mentioned in the instrument. A,;'- Dated ,;hDated this -,.�;,Cr day of 201 °\. Dated: cb- as_ q tore of Notary) ANIE F-41 TURNER ff� (Legibly Print of Stamp Name of Notary) 4� NOTf'-.RY aJESLiC 4 STAT= ;�„:.C.i�Z�Tot� 4 Notary public in and for the state of w A , � CCS dlfSSiCu EXPIRES � residing at R c;o r-%o tl .'sU%!E 9, 2020 '`'�'---?q-i `' My appointment expires B-3 FORM OF • ' OF PERMIT Permit area Map 0, pro d. Vicinity Map / 10811 North Shore R Q� �O 322245000024 7 000 ro 9 a o`' i, J ,r A /f Sources:Esri, HERE, Garmin-;-USGS, Intermap, INCREMENT P,NRCan, Esri.Jap na , MEsri China (Hong Kong), Esri Korea Esri(Thailand),NGCC,©OpenStreetMap contributop anAthe GISIUser MASON COUNTY AGENDA ITEM SUMMARY FORM To: Board of Mason County Commissioners From: Kell Rowen, Planning Manager Action Agenda ❑ Public Hearing 0 Other ❑ Department: Community Services Ext: 286 Date Octobers, 2019 Agenda Item #/D. I (Commissioner Staff To Complete) Briefing Dates: 10/16, 11/19, 11/26, 12/1o, 12/17/2o18, 1/7,1/14,7/8 and 9/23/2019 Briefing Presented By: Kell Rowen ITEM: Public hearing October 1, 20sg at 9:15 a.m.to consider adopting a Public Benefit Rating System (PBRS) in place of the current Open Space program. BACKGROUND: The Planning Department has worked on drafting a PBRS over the past couple of years and has recently completed work with the Assessor's Office on a sample compliance audit of properties enrolled in the current Open Space Program. The same properties were evaluated against the proposed PBRS. Both Assessor and Planner found that the parcels participating in the current program are in compliance with one or two possible exceptions.After rating the same parcels against the PBRS, most of the parcels rated similarly, although had less tax reduction overall. However, six(6) parcels, in addition to the two possible non-compliant Open Space parcels, did not qualify under the PBRS criteria for any tax reduction even though there was no development and the property retained its native vegetation. HISTORY: The Mason County Planning Advisory Commission (PAC)voted (5-o)to recommend approval of the PBRS.The PAC considered the BOCC's remanded version (10-22-2o18)and public testimony at their November 19, 2o18 meeting and public hearing.The PAC recommended the PBRS version dated 11-20-2018. Former Commissioner Drexler recommended several amendments to the PBRS during the 12- 18-2o18 public hearing.This version is dated 12-18-2o18. The BOCC continued the public hearing to January 15, 2019.After learning that the newly elected Assessor was willing to audit a sample number of parcels in the Open Space program,the BOCC agreed to delay the vote and continue the public hearing for a date set on July 16, 2019. On July 16, 2019 the BOCC agreed to delay the vote one last time and continue the public hearing for a date set for October 1, 2019 to allow the Assessor's Office and Planning department to complete their audit and review. 9/24/2019 RECOMMENDED ACTION:The Assessor's Office and Planning Department jointly recommend to the Board of County Commissioners to maintain the Open Space program and NOT adopt a PBRS. Both Assessor's Office and Planning Department agree to collaborate on future applications and reevaluations to provide better recommendations to the BOCC for inclusion of new properties into the existing Open Space program. ATTACHMENT(s): None 9/24/2019