HomeMy WebLinkAboutWashington State Health Care Authority DocuSign Envelope ID:E3B48371-06EE-469G-83ri-4AIti4tbU1b ib
Washington State PROFESSIONAL SERVICES
HealthCare uhori CONTRACT for HCA Contract Number: K4511
LEAD Pilot Site Development �MC Contract#20-053
THIS CONTRACT is made by and between Washington State Health Care Authority, (HCA) and Mason
County Community Services, (Contractor).
CONTRACTOR NAME CONTRACTOR DOING BUSINESS AS (DBA)
Mason County Community Services
CONTRACTOR ADDRESS I Street City State Zip Code
415 North 6th Street Shelton WA 98584
CONTRACTOR CONTACT CONTRACTOR TELEPHONE CONTRACTOR E-MAIL ADDRESS
Lydia Buchheit (360)427-9670 x404 lydiab@co.mason.wa.us
Is Contractor a Subrecioient under this Contract? CFDA NUMBER(S): FFATA Form Required
EYES ENO EYES LINO
HCA PROGRAM HCA DIVISION/SECTION
DBHR DBHR/OFP/BHSup
HCA CONTACT NAME AND TITLE HCA CONTACT ADDRESS
Health Care Authority
626 8th Avenue SE
Michele Gayle, PO Box 42730
Olympia,WA 98504-2730
HCA CONTACT TELEPHONE HCA CONTACT E-MAIL ADDRESS
(360) 725-5935 michele.gayle@hca.wa.gov
CONTRACT START DATE CONTRACT END DATE TOTAL MAXIMUM CONTRACT AMOUNT
Date of Execution June 30, 2021 $882,484
PURPOSE OF CONTRACT:
Provide intensive case management services to recently arrested and/or high risk for arrest individuals through the •
expansion of the WA State LEAD Program throughout Mason County.
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
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PRI T NAME AND TITLE DATE SIGNED
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—DocuSigned by: Rachel 1 e Ameri ne
6/8/2020
contracts Administrator
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Rev 5/6/2019
DocuSign Envelope lu:t31:s4ti311-ubtt-4b9V-bUr(-4Aiti4tOV1bib
TABLE OF CONTENTS
Recitals 4
1. STATEMENT OF WORK (SOW) 4
2. DEFINITIONS 4
3. SPECIAL TERMS AND CONDITIONS 7
3.1 PERFORMANCE EXPECTATIONS 7
3.2 TERM 8
3.3 COMPENSATION 8
3.4 INVOICE AND PAYMENT 9
3.5 CONTRACTOR and HCA CONTRACT MANAGERS 10
3.6 LEGAL NOTICES 10
3.7 INCORPORATION OF DOCUMENTS AND ORDER OF PRECEDENCE 11
3.8 INSURANCE 11
4. GENERAL TERMS AND CONDITIONS 12
4.1 ACCESS TO DATA 12
4.2 ADVANCE PAYMENT PROHIBITED 12
4.3 AMENDMENTS 13
4.4 ASSIGNMENT 13
4.5 ATTORNEYS' FEES 13
4.6 CHANGE IN STATUS 13
4.7 CONFIDENTIAL INFORMATION PROTECTION 13
4.8 CONTRACTOR'S PROPRIETARY INFORMATION. 14
] 4.9 COVENANT AGAINST CONTINGENT FEES 14
4.10 DEBARMENT 14
4.11 DISPUTES 15
4.12 ENTIRE AGREEMENT 15
4.13 FEDERAL FUNDING ACCOUNTABILITY &TRANSPARENCY ACT (FFATA) 15
4.14 FORCE MAJEURE 16
4.15 FUNDING WITHDRAWN, REDUCED OR LIMITED 16
4.16 GOVERNING LAW 17
4.17 HCA NETWORK SECURITY 17
4.18 INDEMNIFICATION 17
4.19 INDEPENDENT CAPACITY OF THE CONTRACTOR 17
Washington State 2 LEAD Pilot Site Development
Health Care Authority HCA Contract#K4511
DocuSign Envelope ID:E3B48371-06EE-469C-86F7-4A7B4E6C1B1B
4.20 INDUSTRIAL INSURANCE COVERAGE 17
4.21 LEGAL AND REGULATORY COMPLIANCE 18
4.22 LIMITATION OF AUTHORITY 18
4.23 NO THIRD-PARTY BENEFICIARIES 18
4.24 NONDISCRIMINATION 18
4.25 OVERPAYMENTS TO CONTRACTOR 18
4.26 PAY Equity 19
4.27 PUBLICITY 19
4.28 RECORDS AND DOCUMENTS REVIEW 19
4.29 REMEDIES NON-EXCLUSIVE 20
4.30 RIGHT OF INSPECTION 20
4.31 RIGHTS IN DATA/OWNERSHIP 20
4.32 RIGHTS OF STATE AND FEDERAL GOVERNMENTS 21
4.33 SEVERABILITY 21
4.34 SITE SECURITY 21
4.35 SUBCONTRACTING 22
4.36 SURVIVAL 22
4.37 TAXES 22
4.38 TERMINATION 23
4.39 TERMINATION PROCEDURES 24
4.40 WAIVER 25
4.41 WARRANTIES 25
Attachments
Attachment 1: Federal Compliance, Certifications and Assurances
Attachment 2: Federal Funding Accountability and Transparency Act Data Collection Form
Attachment 3: Federal Award Identification for Subrecipients
Schedules
Schedule A: Statement of Work (SOW)
Exhibits
Exhibit A: LEAD Monthly Progress Report
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Contract #K4511 for LEAD Pilot Program
Recitals
71.24.589 RCW directs the Health Care Authority to implement a pilot project for Law Enforcement
Assisted Diversion which shall adhere to Law Enforcement Assisted Diversion core principles
recognized by the Law Enforcement Assisted Diversion national support bureau. Under the pilot
project, HCA must partner with the Law Enforcement Assisted Diversion national support bureau to
award a Contract for two or more geographic areas in the state of Washington for Law Enforcement
Assisted Diversion. Cities, counties, and tribes may compete for participation in a pilot project.
HCA has determined that entering into a Contract with Mason County Community Services will meet
HCA's needs and will be in the State's best interest.
NOW THEREFORE, HCA awards to Mason County Community Services this Contract, the terms and
conditions of which will govern Contractor's providing to HCA the services and Data from Contractor's
LEAD Pilot program.
IN CONSIDERATION of the mutual promises as set forth in this Contract, the parties agree as
follows:
1. STATEMENT OF WORK (SOW)
The Contractor will provide the services and staff as described in Schedule A: Statement of Work.
2. DEFINITIONS
"Authorized Representative" means a person to whom signature authority has been delegated in
writing acting within the limits of his/her authority.
"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 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, 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.
"Centers for Medicare and Medicaid Services" or "CMS" means the federal office under the
Secretary of the United States Department of Health and Human Services, responsible for the
Medicare and Medicaid programs.
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"CFR" means the Code of Federal Regulations. All references in this Contract to CFR chapters or
sections include any successor, amended, or replacement regulation. The CFR may be accessed at
http://www.ecfr.gov/cgi-bin/ECFR?page=browse.
"Community Agency" means an organization that works with and supports people working through
behavioral health challenges but does not directly provide treatment. The organization can be a
nonprofit or government/public agency as defined in the application
"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" means this Contract document and all schedules, exhibits, attachments, incorporated
documents and amendments.
"Contractor" means Mason County Community Services, its employees and agents. Contractor
includes any firm, provider, organization, individual or other entity performing services under this
Contract. It also includes any Subcontractor retained by Contractor as permitted under the terms of
this Contract.
"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.
"Data" means information produced, furnished, acquired, or used by Contractor in meeting
requirements under this Contract.
"Date of Execution" or "Effective Date" means the first date this Contract is in full force and effect,
or the date of the last signature of a party to this Contract.
"Government/Public Agency" means an educational service district, school district, law
enforcement agency, therapeutic court or probation office, public health district, a recognized
American Indian organization, an Urban Indian Health Organization, or a Tribe.
"HCA Contract Manager" means the individual identified on the cover page of this Contract who will
provide oversight of the Contractor's activities conducted under this Contract.
"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.
"Law Enforcement Assisted Diversion" or "LEAD" means a registered trademark referring to the
LEAD Program developed by the Seattle-King County LEAD Policy Coordinating Group. LEAD is
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DocuSign Envelope ID:E3B48371-06EE-469C-8BF7-4A7B4E6C1B1B
managed by the Public Defender Association, and recognized as an evidence-based practice in the
Washington Medicaid Waiver Toolkit and falls under the Office of Justice Programs standards for
evidence-based practices.
"LEAD Monthly Progress Report Form" means the form detailing the progress of the Law
Enforcement Assisted Diversion Program, and is Exhibit A here to.
"LEAD Program" means a pre-booking, jail diversion program in the criminal justice system. The
LEAD Diversion Program leverages assistance from local law enforcement organizations to identify
and refer individuals committing non-violent crimes into an intensive case.
"LEAD National Support Bureau" or "NSB" means project of the Public Defender Association. The
LEAD National Support Bureau will be providing strategic guidance and Technical Assistance to the
Pilot Sites developing LEAD Programs under this Contract. Including providing guidance on
implementation with a commitment to the LEAD Core Principles.
"Monthly Data Collection Report" means the report provided by the Contractor through the agreed
upon case management and Data collection system verifying the Subcontractors are meeting the
Data collection requirements established in coordination with the PDA Technical Assistance Team.
The Monthly Data Collection Report will not contain Personally Identifiable Information or Protected
Health Information.
"Overpayment" means any payment or benefit to the Contractor in excess of that to which the
Contractor is entitled by law, rule, or this Contract, including amounts in dispute.
"PDA Technical Assistance Team" means the individuals from PDA that are responsible for
providing Technical Assistance for LEAD site selection, implementation, and evaluation.
"Pilot Site" or"Site" means the city, county, or tribe that will be implementing a LEAD program
through the execution of this contract and per RCW 71.24.589.
"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 USC 1232g(a)(4)(b)(iv).
"Public Defender Association," or"PDA" means the agency that will provide Technical Assistance
for LEAD site selection, implementation and evaluation.
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DocuSign Envelope ID:E3B48371-06EE-469C-8BF7-4A7B4E6C1B1B
"RCW" means the Revised Code of Washington. All references in this Contract to RCW chapters or
sections include any successor, amended, or replacement statute. Pertinent RCW chapters can be
accessed at: http://apps.leq.wa.gov/rcw/.
"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 Contract, including the deliverables and
timeline, and is Schedule A hereto.
"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 Contract under a separate contract with
Contractor. The term "Subcontractor" means subcontractor(s) of any tier.
"Subrecipient" shall have the meaning given in 45 C.F.R. 75.2, or any successor or replacement to
such definition, for any federal award from HHS; or 2 C.F.R. 200.93, or any successor or
replacement to such definition, for any other federal award.
"USC" means the United States Code. All references in this Contract to USC chapters or sections
will include any successor, amended, or replacement statute. The USC may be accessed at
http://uscode.house.gov/
"WAC" means the Washington Administrative Code. All references to WAC chapters or sections will
include any successor, amended, or replacement regulation. Pertinent WACs may be accessed at:
http://app.leq.wa.gov/wac/.
3. SPECIAL TERMS AND CONDITIONS
3.1 PERFORMANCE EXPECTATIONS
Expected performance under this Contract includes, but is not limited to, the following:
3.1.1 Knowledge of applicable state and federal laws and regulations pertaining to subject of
Contract;
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 Regular, punctual attendance at all meetings;
3.1.8 Provision of high quality services, and
3.1.9 Receive technical assistance and guidance from the LEAD National Support Bureau for
purposes of meeting model fidelity and compliance with core principals of LEAD Program.
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Prior to payment of invoices, HCA will review and evaluate the performance of Contractor in
accordance with Contract 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 Contract will commence upon Date of Execution and continue
through June 30, 2021, unless terminated sooner as provided herein.
3.2.2 This Contract may be extended through June 30, 2023 in whatever time increments HCA
deems appropriate. No change in terms and conditions will be permitted during these
extensions unless specifically agreed to in writing.
3.2.3 Work performed without a contract 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 a contract 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 $882,484, and includes any allowable expenses.
3.3.2 Contractor's compensation for services rendered will be based in accordance with the
deliverables table in Schedule A: Statement of Work.
3.3.3 Day-to-day expenses related to performance under the Contract, including but not limited
to travel, lodging, meals, and incidentals, will not be reimbursed to Contractor. If
Contractor is required by HCA to travel, any such travel must be authorized in writing by
the HCA Contract Manager and reimbursement will be at rates not to exceed the then-
current rules, regulations, and guidelines for State employees published by the
Washington State Office of Financial Management in the Washington State Administrative
and Accounting Manual (http://www.ofm.wa.qov/policy/10.htm); reimbursement will not
exceed expenses actually incurred.
To receive reimbursement, Contractor must provide a detailed breakdown of authorized
expenses and receipts for any expenses of$50 or more.
3.3.4 Federal funds disbursed through this Contract were received by HCA through OMB
Catalogue of Federal Domestic Assistance (CFDA) Number: 93.959, Substance Abuse
Prevention &Treatment, B08T1010056-19, Substance Abuse Prevention & Treatment
Block Grant. Contractor agrees to comply with applicable rules and regulations
associated with these federal funds and has signed Attachment 1: Federal Compliance,
Certification and Assurances, attached.
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3.4 INVOICE AND PAYMENT
3.4.1 Contractor must submit accurate invoices to the following address for all amounts to be
paid by HCA via e-mail to the HCA Contract Manager listed on the cover page of this
agreement. Include the HCA Contract number in the subject line of the email.
3.4.2 Invoices must describe and document to HCA'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. Any single expense in the amount of$50.00
or more must be accompanied by a receipt in order to receive reimbursement. All invoices
will be reviewed and must be approved by the Contract Manager or his/her designee prior
to payment.
3.4.3 Contractor must submit properly itemized invoices to include the following information, as
applicable:
3.4.3.1 HCA Contract number K4511;
3.4.3.2 Contractor name, address, phone number;
3.4.3.3 Description of Services;
3.4.3.4 Date(s) of delivery;
3.4.3.5 Net invoice price for each item;
3.4.3.6 Applicable taxes;
3.4.3.7 Total invoice price; and
3.4.3.8 Payment terms and any available prompt payment discount.
3.4.4 HCA will return incorrect or incomplete invoices to the Contractor for correction and
reissue. The Contract Number must appear on all invoices, bills of lading, packages, and
correspondence relating to this Contract.
3.4.5 In order to receive payment for services or products provided to a state agency,
Contractor must register with the Statewide Payee Desk at httr s://ofm.wa.gov/it-
systems/statewide-vendorpavee-services/receiving-payment-state. 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.
3.4.6 Upon expiration of the Contract, any claims for payment for costs due and payable under
this Contract that are incurred prior to the expiration date must be submitted by the
Contractor to HCA within sixty (60) calendar days after the Contract expiration date. HCA
is under no obligation to pay any claims that are submitted sixty-one (61) or more
calendar days after the Contract 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.
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3.5 CONTRACTOR AND HCA CONTRACT MANAGERS
3.5.1 Contractor's Contract Manager will have prime responsibility and final authority for the
services provided under this Contract and be the principal point of contact for the HCA
Contract Manager for all business matters, performance matters, and administrative
activities.
3.5.2 HCA's Contract Manager is responsible for monitoring the Contractor's performance and
will be the contact person for all communications regarding contract performance and
deliverables. The HCA Contract Manager 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: Lydia Buchheit Name: Michele Gayle
415 North 6th Street 626 8th Avenue SE
Address: Address: PO Box 42730
Shelton, WA 98584 Olympia, WA 98504-2730
Phone: (360) 427-9670 x404 Phone: (360) 725-5935
Email: lydiab(c�co.mason.wa.us Email: michele.gavle(a)hca.wa.gov
3.6 LEGAL NOTICES
Any notice or demand or other communication required or permitted to be given under this
Contract 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: Lydia Buchheit
Mason County Community Service
415 North 6th Street
Shelton, WA 98584
3.6.2 In the case of notice to HCA:
Attention: Contracts Administrator
Health Care Authority
Division of Legal Services
Post Office Box 42702
Olympia, WA 98504-2702
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3.6.3 Notices are effective upon receipt or four (4) Business Days after mailing, whichever is
earlier.
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 INCORPORATION OF DOCUMENTS AND ORDER OF PRECEDENCE
Each of the documents listed below is by this reference incorporated into this Contract. In the
event of an inconsistency, the inconsistency will be resolved in the following order of
precedence:
3.7.1 Applicable Federal and State of Washington statutes and regulations;
3.7.2 Recitals
3.7.3 Special Terms and Conditions;
3.7.4 General Terms and Conditions;
3.7.5 Attachment 1: Federal Compliance, Certifications and Assurances;
3.7.6 Attachment 2: Federal Funding Accountability and Transparency Act Data Collection
Form;
3.7.7 Attachment 3: Federal Award Identification for Subrecipients;
3.7.8 Schedule A: Statement of Work-Lead Pilot Program;
3.7.9 Exhibit A: LEAD Monthly Progress Report; and
3.7.10 Any other provision, term or material incorporated herein by reference or otherwise
incorporated.
3.8 INSURANCE
Contractor must provide insurance coverage as set out in this section. The intent of the required
insurance is to protect the State should there be any claims, suits, actions, costs, damages or
expenses arising from any negligent or intentional act or omission of Contractor or
Subcontractor, or agents of either, while performing under the terms of this Contract. Contractor
must provide insurance coverage that is maintained in full force and effect during the term of this
Contract, as follows:
3.8.1 Commercial General Liability Insurance Policy- Provide a Commercial General Liability
Insurance Policy, including contractual liability, in adequate quantity to protect against
legal liability arising out of contract activity but no less than $1 million per occurrence/$2
million general aggregate. Additionally, Contractor is responsible for ensuring that any
Subcontractors provide adequate insurance coverage for the activities arising out of
subcontracts.
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3.8.2 Business Automobile Liability. In the event that services delivered pursuant to this
Contract involve the use of vehicles, either owned, hired, or non-owned by the Contractor,
automobile liability insurance is required covering the risks of bodily injury (including
death) and property damage, including coverage for contractual liability. The minimum
limit for automobile liability is $1,000,000 per occurrence, using a Combined Single Limit
for bodily injury and property damage.
3.8.3 Professional Liability Errors and Omissions— Provide a policy with coverage of not less
than $1 million per claim/$2 million general aggregate.
3.8.4 The insurance required must be issued by an insurance company/ies authorized to do
business within the state of Washington, and must name HCA and the state of
Washington, its agents and employees as additional insured's under any Commercial
General and/or Business Automobile Liability policy/ies. All policies must be primary to
any other valid and collectable insurance. In the event of cancellation, non-renewal,
revocation or other termination of any insurance coverage required by this Contract,
Contractor must provide written notice of such to HCA within one (1) Business Day of
Contractor's receipt of such notice. Failure to buy and maintain the required insurance
may, at HCA's sole option, result in this Contract's termination.
Upon request, Contractor must submit to HCA a certificate of insurance that outlines the
coverage and limits defined in the Insurance section. If a certificate of insurance is requested,
Contractor must submit renewal certificates as appropriate during the term of the contract.
3.8.5 The Receiving Party certifies that it is self-insured, is a member of a risk pool, or
maintains the types and amounts of insurance identified above and will provide
certificates of insurance to that effect to HCA upon request.
Upon request, Contractor must submit to HCA a certificate of insurance that outlines the
coverage and limits defined in the Insurance section. If a certificate of insurance is
requested, Contractor must submit renewal certificates as appropriate during the term of
the contract.
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 Contract 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
Contract.
Washington State 12 LEAD Pilot Site Development
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4.3 AMENDMENTS
This Contract 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 Contract or any of its rights
hereunder, or delegate any of its duties hereunder, except delegations as set forth in
Section 4.35, 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 Contract 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 Contract will be null and void.
4.4.2 HCA may assign this Contract to any public agency, commission, board, or 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 Contract 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 Contract, 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 Contract 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 Contract, to release it only to authorized employees or Subcontractors
requiring such information for the purposes of carrying out this Contract, 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.
Contractor agrees to implement physical, electronic, and managerial safeguards to
prevent unauthorized access to Confidential Information.
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4.7.2 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).
4.7.3 HCA reserves the right to monitor, audit, or investigate the use of Confidential Information
collected, used, or acquired by Contractor through this Contract. Violation of this section
by Contractor or its Subcontractors may result in termination of this Contract and demand
for return of all Confidential Information, monetary damages, or penalties.
4.7.4 The obligations set forth in this section will survive completion, cancellation, expiration, or
termination of this Contract.
4.8 CONTRACTOR'S PROPRIETARY INFORMATION
Contractor acknowledges that HCA is subject to chapter 42.56 RCW, the Public Records Act,
and that this Contract 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.
4.9 COVENANT AGAINST CONTINGENT FEES
Contractor warrants that no person or selling agent has been employed or retained to solicit or
secure this Contract 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 Contract without liability or, in
its discretion, to deduct from the contract price or consideration or recover by other means the
full amount of such commission, percentage, brokerage or contingent fee.
4.10 DEBARMENT
By signing this Contract, 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 Contract, Contractor becomes debarred. HCA may immediately terminate this
Contract by providing Contractor written notice, if Contractor becomes debarred during the term
hereof.
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4.11 DISPUTES
The parties will use their best, good faith efforts to cooperatively resolve disputes and problems
that arise in connection with this Contract. Both parties will continue without delay to carry out
their respective responsibilities under this Contract while attempting to resolve any dispute.
When a genuine dispute arises between HCA and the Contractor regarding the terms of this
Contract or the responsibilities imposed herein and it cannot be resolved between the parties'
Contract Managers, either party may initiate the following dispute resolution process.
4.11.1 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.
4.11.2 A party's request for a dispute resolution must:
4.11.2.1 Be in writing;
4.11.2.2 Include a written description of the dispute;
4.11.2.3 State the relative positions of the parties and the remedy sought; and
4.11.2.4 State the Contract Number and the names and contact information for the
parties.
4.11.3 This dispute resolution process constitutes the sole administrative remedy available under
this Contract. The parties agree that this resolution process will precede any action in a
judicial or quasi-judicial tribunal.
4.12 ENTIRE AGREEMENT
HCA and Contractor agree that the Contract is the complete and exclusive statement of the
agreement between the parties relating to the subject matter of the Contract and supersedes all
letters of intent or prior contracts, oral or written, between the parties relating to the subject
matter of the Contract, except as provided in Section 4.41 Warranties.
4.13 FEDERAL FUNDING ACCOUNTABILITY &TRANSPARENCY ACT (FFATA)
4.13.1 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.
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4.13.2 To comply with the act and be eligible to enter into this Contract, 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.
4.13.3 Information about Contractor and this Contract will be made available on
www.uscontractorregistration.com by HCA as required by P.L. 109-282. HCA's
Attachment 2: Federal Funding Accountability and Transparency Act Data Collection
Form, is considered part of this Contract and must be completed and returned along with
the Contract.
4.14 FORCE MAJEURE
A party will not be liable for any failure of or delay in the performance of this Contract 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.
4.15 FUNDING WITHDRAWN, REDUCED OR LIMITED
If HCA determines in its sole discretion that the funds it relied upon to establish this Contract
have been withdrawn, reduced or limited, or if additional or modified conditions are placed on
such funding after the effective date of this contract but prior to the normal completion of this
Contract, then HCA, at its sole discretion, may:
4.15.1 Terminate this Contract pursuant to Section 4.38.3, Termination for Non-Allocation of
Funds;
4.15.2 Renegotiate the Contract under the revised funding conditions; or
4.15.3 Suspend Contractor's performance under the Contract 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 Contract.
4.15.3.1 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.
4.15.3.2 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 performance and, if so, the date of resumption. For
purposes of this subsection, "written notice" may include email.
4.15.3.3 If the Contractor's proposed resumption date is not acceptable to HCA and an
acceptable date cannot be negotiated, HCA may terminate the contract by
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giving written notice to Contractor. The parties agree that the Contract 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 Contract for
services rendered prior to the retroactive date of termination.
4.16 GOVERNING LAW
This Contract 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 Contract will be construed as a
waiver by HCA of the State's immunity under the 11th Amendment to the United States
Constitution.
4.17 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 contract and other penalties.
Contractor will have access to the HCA visitor Wi-Fi Internet connection while on site.
4.18 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, 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 Contract.
4.19 INDEPENDENT CAPACITY OF THE CONTRACTOR
The parties intend that an independent contractor relationship will be created by this Contract.
Contractor and its employees or agents performing under this Contract 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 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.
4.20 INDUSTRIAL INSURANCE COVERAGE
Prior to performing work under this Contract, 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 Contract.
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4.21 LEGAL AND REGULATORY COMPLIANCE
4.21.1 During the term of this Contract, Contractor must comply with all local, state, and federal
licensing, accreditation and registration requirements/standards, necessary for the
performance of this Contract and all other applicable federal, state and local laws, rules,
and regulations.
4.21.2 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.
4.21.3 Failure to comply with any provisions of this section may result in Contract termination.
4.22 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 Contract. Furthermore, any alteration,
amendment, modification, or waiver or any clause or condition of this Contract is not effective or
binding unless made in writing and signed by the HCA Authorized Representative.
4.23 NO THIRD-PARTY BENEFICIARIES
HCA and Contractor are the only parties to this contract. Nothing in this Contract gives or is
intended to give any benefit of this Contract to any third parties.
4.24 NONDISCRIMINATION
During the performance of this Contract, 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 Contract may be rescinded, canceled, or
terminated in whole or in part under the Termination for Default sections, and Contractor may be
declared ineligible for further contracts with HCA.
4.25 OVERPAYMENTS TO CONTRACTOR
In the event that Overpayments or erroneous payments have been made to the Contractor
under this Contract, HCA will provide written notice to Contractor and Contractor will 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 4.11 Disputes.
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4.26 PAY EQUITY
4.26.1 Contractor represents and warrants that, as required by Washington state law (Engrossed
House Bill 1109, Sec. 211), during the term of this Contract, 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.
4.26.2 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.
4.26.3 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.
4.26.4 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.
4.26.5 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 HCA's
request for such evidence, HCA may suspend or terminate this Contract.
4.27 PUBLICITY
4.27.1 The award of this Contract to Contractor is not in any way an endorsement of Contractor
or Contractor's Services by HCA and must not be so construed by Contractor in any
advertising or other publicity materials.
4.27.2 Contractor agrees to submit to HCA, all advertising, sales promotion, and other publicity
materials relating to this Contract 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 HCA'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.
4.28 RECORDS AND DOCUMENTS REVIEW
4.28.1 The Contractor must maintain books, records, documents, magnetic media, receipts,
invoices or other evidence relating to this Contract 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
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this Contract. At no additional cost, these records, including materials generated under
this Contract, 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].
4.28.2 The Contractor must retain such records for a period of six (6) years after the date of final
payment under this Contract.
4.28.3 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.
4.29 REMEDIES NON-EXCLUSIVE
The remedies provided in this Contract are not exclusive, but are in addition to all other
remedies available under law.
4.30 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 Contract.
4.31 RIGHTS IN DATA/OWNERSHIP
4.31.1 HCA and Contractor agree that all data and work products (collectively"Work Product")
produced pursuant to this Contract 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.
4.31.2 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.
4.31.3 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.
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4.31.4 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 will 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.
4.31.5 Material that is delivered under this Contract, 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.
4.31.6 Contractor must identify all Preexisting Material when it is delivered under this Contract
and must advise HCA of any and all known or potential infringements of publicity, privacy
or of intellectual property affecting any 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 Contract.
4.32 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 Contract;
(iii) the copyright in any work developed under this Contract; and (iv) any rights of copyright to
which Contractor purchases ownership under this Contract.
4.33 SEVERABILITY
If any provision of this Contract 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 Contract that
can be given effect without the invalid provision, and to this end the provisions or application of
this Contract are declared severable.
4.34 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
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for any real or threatened breach of this provision. Upon reassignment or termination of any
Contractor staff, Contractor agrees to promptly notify HCA.
4.35 SUBCONTRACTING
4.35.1 Neither Contractor, nor any Subcontractors, may enter into subcontracts for any of the
work contemplated under this Contract 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.
4.35.2 Contractor is responsible for ensuring that all terms, conditions, assurances and
certifications set forth in this Contract are included in any subcontracts.
4.35.3 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.
4.35.4 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 Contract,
nor be the basis for additional charges to HCA.
4.35.5 HCA has no contractual obligations to any Subcontractor or vendor under contract to the
Contractor. Contractor is fully responsible for all contractual obligations, financial or
otherwise, to its Subcontractors.
4.36 SURVIVAL
The terms and conditions contained in this Contract that, by their sense and context, are
intended to survive the completion, cancellation, termination, or expiration of the Contract will
survive. In addition, the terms of the sections titled Confidential Information Protection,
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 Contract. The right of HCA to recover any
Overpayments will also survive the termination of this Contract.
4.37 TAXES
HCA will pay sales or use taxes, if any, imposed on the services acquired hereunder. Contractor
must pay all other taxes including, but not limited to, Washington Business and Occupation Tax,
other taxes based on Contractor's income or gross receipts, or personal property taxes levied or
assessed on Contractor's personal property. HCA, as an agency of Washington State
government, is exempt from property tax.
Contractor must complete registration with the Washington State Department of Revenue and
be responsible for payment of all taxes due on payments made under this Contract.
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4.38 TERMINATION
4.38.1 TERMINATION FOR DEFAULT
In the event HCA determines that Contractor has failed to comply with the terms and
conditions of this Contract, HCA has the right to suspend or terminate this Contract. HCA
will notify Contractor in writing of the need to take corrective action. If corrective action is
not taken within five (5) Business Days, or other time period agreed to in writing by both
parties, the Contract may be terminated. HCA reserves the right to suspend all or part of
the Contract, withhold further payments, or prohibit Contractor from incurring additional
obligations of funds during investigation of the alleged compliance breach and pending
corrective action by Contractor or a decision by HCA to terminate the Contract.
In the event of termination for default, Contractor will be liable for damages as authorized
by law including, but not limited to, any cost difference between the original Contract and
the replacement or cover Contract and all administrative costs directly related to the
replacement Contract, e.g., cost of the competitive bidding, mailing, advertising, and staff
time.
If it is determined that Contractor: (i) was not in default, or(ii) its failure to perform was
outside of its control, fault or negligence, the termination will be deemed a "Termination
for Convenience."
4.38.2 TERMINATION FOR CONVENIENCE
When, at HCA's sole discretion, it is in the best interest of the State, HCA may terminate
this Contract in whole or in part by providing ten (10) calendar days' written notice. If this
Contract is so terminated, HCA will be liable only for payment in accordance with the
terms of this Contract for services rendered prior to the effective date of termination. No
penalty will accrue to HCA in the event the termination option in this section is exercised.
4.38.3 TERMINATION FOR NONALLOCATION OF FUNDS
If funds are not allocated to continue this Contract in any future period, HCA may
immediately terminate this Contract 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 Contract for services
rendered prior to the effective date of termination. HCA agrees to notify Contractor of
such nonallocation at the earliest possible time. No penalty will accrue to HCA in the
event the termination option in this section is exercised.
4.38.4 TERMINATION FOR WITHDRAWAL OF AUTHORITY
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 Contract and prior to normal
completion, HCA may immediately terminate this Contract 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 Contract
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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.
4.38.5 TERMINATION FOR CONFLICT OF INTEREST
HCA may terminate this Contract by written notice to the Contractor if HCA determines,
after due notice and examination, that there is a violation of the Ethics in Public Service
Act, Chapter 42.52 RCW, or any other laws regarding ethics in public acquisitions and
procurement and performance of contracts. In the event this Contract is so terminated,
HCA will be entitled to pursue the same remedies against the Contractor as it could
pursue in the event Contractor breaches the contract.
4.39 TERMINATION PROCEDURES
4.39.1 Upon termination of this Contract, HCA, in addition to any other rights provided in this
Contract, may require Contractor to deliver to HCA any property specifically produced or
acquired for the performance of such part of this Contract as has been terminated.
4.39.2 HCA will pay Contractor the agreed-upon price, if separately stated, for completed work
and services accepted by HCA and the amount agreed upon by the Contractor and HCA
for (i) completed work and services for which no separate price is stated; (ii) partially
completed work and services; (iii) other property or services that are accepted by HCA;
and (iv) the protection and preservation of property, unless the termination is for default,
in which case HCA will determine the extent of the liability. Failure to agree with such
determination will be a dispute within the meaning of Section 4.11 Disputes. HCA may
withhold from any amounts due the Contractor such sum as HCA determines to be
necessary to protect HCA against potential loss or liability.
4.39.3 After receipt of notice of termination, and except as otherwise directed by HCA,
Contractor must:
4.39.3.1 Stop work under the Contract on the date of, and to the extent specified in, the
notice;
4.39.3.2 Place no further orders or subcontracts for materials, services, or facilities
except as may be necessary for completion of such portion of the work under
the Contract that is not terminated;
4.39.3.3 Assign to HCA, in the manner, at the times, and to the extent directed by HCA,
all the rights, title, and interest of the Contractor under the orders and
subcontracts so terminated; in which case HCA has the right, at its discretion,
to settle or pay any or all claims arising out of the termination of such orders
and subcontracts;
4.39.3.4 Settle all outstanding liabilities and all claims arising out of such termination of
orders and subcontracts, with the approval or ratification of HCA to the extent
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HCA may require, which approval or ratification will be final for all the purposes
of this clause;
4.39.3.5 Transfer title to and deliver as directed by HCA any property required to be
furnished to HCA;
4.39.3.6 Complete performance of any part of the work that was not terminated by HCA;
and
4.39.3.7 Take such action as may be necessary, or as HCA may direct, for the
protection and preservation of the records related to this Contract that are in the
possession of the Contractor and in which HCA has or may acquire an interest.
4.40 WAIVER
Waiver of any breach of any term or condition of this Contract will not be deemed a waiver of
any prior or subsequent breach or default. No term or condition of this Contract 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 Contract on
behalf of HCA.
4.41 WARRANTIES
4.41.1 Contractor represents and warrants that it will perform all services pursuant to this
Contract 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.
4.41.2 Contractor represents and warrants that it will comply with all applicable local, State, and
federal licensing, accreditation and registration requirements and standards necessary in
the performance of the Services.
4.41.3 EXECUTIVE ORDER 18-03—WORKERS' RIGHTS (MANDATORY INDIVIDUAL
ARBITRATION). Contractor represents and warrants, as previously certified in
Contractor's bid submission, that Contractor does NOT require its employees, as a
condition of employment, to sign or agree to mandatory individual arbitration clauses or
class or collective action waivers. Contractor further represents and warrants that, during
the term of this Contract, Contractor shall not, as a condition of employment, require its
employees to sign or agree to mandatory individual arbitration clauses or class or
collective action waivers.
4.41.4 Any written commitment by Contractor within the scope of this Contract 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 Contract. 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 Contract.
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DocuSign Envelope ID:E3B48371-06EE-469C-8BF7-4A7B4E6C1B1B
Attachment 1
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.
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: HCA Contract Manager, Michele Gayle
a. Source of Funds:This agreement is being funded partially or in full through Cooperative Agreement number
B08T1010056-19 the full and complete terms and provisions of which are hereby incorporated into this
agreement can be found by reference in Exhibit C. Federal funds to support this agreement are identified
by the Catalog of Federal Domestic Assistance (CFDA) number 93.959 amount to$674,500. The sub-
awardee is responsible for tracking and reporting the cumulative amount expended under HCA Contract No.
K4511.
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 B08T1010056-19, 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 CFR 200.501 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 are not 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.
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f. Condition for Receipt of Health Care Authority Funds: Funds provided by Health Care Authority to the 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 constitute allowable 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.
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 in this 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.) http://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, Mason County Community Services. 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 PRINCIPLES REQUIREMENTS
State. Local and Indian Tribal Governments and OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501
Governmental Hospitals
Non-Profit Organizations and Non-Profit Hospitals
Colleges or Universities and Affiliated Hospitals
For-Profit Organizations
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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
1. CERTIFICATION REGARDING DEBARMENT transactions (i.e., transactions with sub-grantees
AND SUSPENSION and/or contractors) and in all solicitations for lower
The undersigned (authorized official signing for the tier covered transactions in accordance with 45 CFR
contracting organization)certifies to the best of his or Part 76.
her knowledge and belief, that the contractor,
defined as the primary participant in accordance with 2. CERTIFICATION REGARDING DRUG-FREE
45 CFR Part 76, and its principals: WORKPLACE REQUIREMENTS
a) are not presently debarred, suspended, The undersigned (authorized official signing for the
proposed for debarment, declared ineligible, or contracting organization) certifies that the contractor
voluntarily excluded from covered transactions will,or will continue to, provide a drug-free workplace
by any Federal Department or agency; in accordance with 45 CFR Part 76 by:
b) have not within a 3-year period preceding this
contract been convicted of or had a civil a) Publishing a statement notifying employees that
judgment rendered against them for commission the unlawful manufacture, distribution,
of fraud or a criminal offense in connection with dispensing, possession or use of a controlled
obtaining, attempting to obtain, or performing a substance is prohibited in the grantee's
public (Federal, State, or local) transaction or workplace and specifying the actions that will be
contract under a public transaction; violation of taken against employees for violation of such
Federal or State antitrust statutes or commission prohibition;
of embezzlement, theft, forgery, bribery, b) Establishing an ongoing drug-free awareness
falsification or destruction of records, making program to inform employees about
false statements, or receiving stolen property; (1)The dangers of drug abuse in the workplace;
c) are not presently indicted or otherwise criminally (2)The contractor's policy of maintaining a drug-
or civilly charged by a governmental entity free workplace;
(Federal, State, or local)with commission of any
of the offenses enumerated in paragraph (b) of (3)Any available drug counseling,
this certification; and rehabilitation, and employee assistance
d) have not within a 3-year period preceding this programs; and
contract had one or more public transactions (4) The penalties that may be imposed upon
(Federal, State, or local)terminated for cause or employees for drug abuse violations
default. occurring in the workplace;
Should the contractor not be able to provide this c) Making it a requirement that each employee to
certification, an explanation as to why should be be engaged in the performance of the contract
placed after the assurances page in the contract. be given a copy of the statement required by
The contractor agrees by signing this contract that it paragraph (a)above;
will include, without modification, the clause titled d) Notifying the employee in the statement required
"Certification Regarding Debarment, Suspension, In by paragraph (a), above, that, as a condition of
eligibility, and Voluntary Exclusion--Lower Tier employment under the contract, the employee
Covered Transactions" in all lower tier covered will—
(1)Abide by the terms of the statement; and
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(2) Notify the employer in writing of his or her lobbying undertaken with non-Federal
conviction for a violation of a criminal drug (nonappropriated) funds. These requirements apply
statute occurring in the workplace no later than to grants and cooperative agreements EXCEEDING
five calendar days after such conviction; $100,000 in total costs (45 CFR Part 93).
e) Notifying the agency in writing within ten The undersigned (authorized official signing for the
calendar days after receiving notice under contracting organization) certifies, to the best of his
paragraph (d)(2)from an employee or otherwise or her knowledge and belief, that:
receiving actual notice of such conviction. (1) No Federal appropriated funds have been paid
Employers of convicted employees must provide or will be paid, by or on behalf of the
notice, including position title, to every contract undersigned, to any person for influencing or
officer or other designee on whose contract attempting to influence an officer or employee
activity the convicted employee was working, of any agency, a Member of Congress, an
unless the Federal agency has designated a officer or employee of Congress, or an
central point for the receipt of such notices. employee of a Member of Congress in
Notice shall include the identification number(s) connection with the awarding of any Federal
of each affected grant; contract, the making of any Federal grant, the
f) Taking one of the following actions, within 30 making of any Federal loan, the entering into of
calendar days of receiving notice under
paragraph (d) (2), with respect to any employee any cooperative agreement, and the extension,
who is so convicted— continuation, renewal, amendment, or
modification of any Federal contract, grant,
(1)Taking appropriate personnel action
loan, or cooperative agreement.
against such an employee, up to andnd including termination,a consistent aw (2) If any funds other than Federally appropriated
the of the funds have been paid or will be paid to any
Act requirementsof as amended;the
Rehabilitationo person for influencing or attempting to influence
(2) Requiring such employee to participate an officer or employee of any agency, a
Member of Congress, an officer or employee of
satisfactorily in a drug abuse assistance
orCongress, or an employee of a Member of
rehabilitation program approved for
such purposes by a Federal, State, or Congress in connection with this Federal
local health, law enforcement, or other contract, grant, loan, or cooperative agreement,
the undersigned shall complete and submit
appropriate agency; Standard Form-LLL, "Disclosure of Lobbying
g) Making a good faith effort to continue to maintain Activities," in accordance with its instructions. (If
a drug-free workplace through implementation of needed, Standard Form-LLL, "Disclosure of
paragraphs (a), (b), (c), (d), (e), and (f). Lobbying Activities," its instructions, and
For purposes of paragraph (e) regarding agency continuation sheet are included at the end of
notification of criminal drug convictions, Authority this application form.)
has designated the following central point for receipt (3) The undersigned shall require that the language
of such notices: of this certification be included in the award
Legal Services Manager documents for all subcontracts at all tiers
WA State Health Care Authority (including subcontracts, subcontracts, and
PO Box 42700 contracts under grants, loans and cooperative
Olympia, WA 98504-2700 agreements) and that all sub-recipients shall
certify and disclose accordingly.
This certification is a material representation of fact
3. CERTIFICATION REGARDING LOBBYING upon which reliance was placed when this transaction
Title 31, United States Code, Section 1352, entitled was made or entered into. Submission of this
"Limitation on use of appropriated funds to influence certification is a prerequisite for making or entering into
certain Federal contracting and financial this transaction imposed by Section 1352, U.S. Code.
transactions," generally prohibits recipients of Any person who fails to file the required certification
Federal grants and cooperative agreements from shall be subject to a civil penalty of not less than
using Federal (appropriated) funds for lobbying the $10,000 and not more than $100,000 for each such
failure.
Executive or Legislative Branches of the Federal
Government in connection with a SPECIFIC grant or 4. CERTIFICATION REGARDING PROGRAM
cooperative agreement. Section 1352 also requires FRAUD CIVIL REMEDIES ACT(PFCRA)
that each person who requests or receives a Federal The undersigned (authorized official signing for the
grant or cooperative agreement must disclose contracting organization) certifies that the
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statements herein are true, complete, and accurate protect and advance the physical and mental
to the best of his or her knowledge, and that he or health of the American people.
she is aware that any false, fictitious, or fraudulent
statements or claims may subject him or her to 6. CERTIFICATION REGARDING DEBARMENT,
criminal, civil, or administrative penalties. The SUSPENSION, AND OTHER
RESPONSIBILITY MATTERS INSTRUCTIONS
undersigned agrees that the contracting organization FOR CERTIFICATION
will comply with the Public Health Service terms and 1) By signing and submitting this proposal, the
conditions of award if a contract is awarded. prospective contractor is providing the
certification set out below.
5. CERTIFICATION REGARDING 2) The inability of a person to provide the
ENVIRONMENTAL TOBACCO SMOKE certification required below will not necessarily
Public Law 103-227, also known as the Pro-Children result in denial of participation in this covered
Act of 1994 (Act), requires that smoking not be transaction. The prospective contractor shall
permitted in any portion of any indoor facility owned submit an explanation of why it cannot provide
the certification set out below. The certification
or leased or contracted for by an entity and used or explanation will be considered in connection
routinely or regularly for the provision of health, day with the department or agency's determination
care, early childhood development services, whether to enter into this transaction. However,
education or library services to children under the failure of the prospective contractor to furnish a
age of 18, if the services are funded by Federal certification or an explanation shall disqualify
programs either directly or through State or local such person from participation in this
transaction.
governments, by Federal grant, contract, loan, or The
3) certification in this clause is a material
loan guarantee. The law also applies to children's representation of fact upon which reliance was
services that are provided in indoor facilities that are placed when the department or agency
constructed, operated, or maintained with such determined to enter into this transaction. If it is
Federal funds. The law does not apply to children's later determined that the prospective contractor
services provided in private residence, portions of knowingly rendered an erroneous certification, in
addition to other remedies available to the
facilities used for inpatient drug or alcohol treatment, Federal Government, the department or agency
service providers whose sole source of applicable may terminate this transaction for cause of
Federal funds is Medicare or Medicaid, or facilities default.
where WIC coupons are redeemed. 4) The prospective contractor shall provide
Failure to comply with the provisions of the law may immediate written notice to the department or
result in the imposition of a civil monetary penalty of agency to whom this contract is submitted if at
up to$1,000 for each violation and/or the imposition any time the prospective contractor learns that
of an administrative compliance order on the its certification was erroneous when submitted or
responsible entity. has become erroneous by reason of changed
By signing the certification, the undersigned certifies circumstances.
that the contracting organization will comply with the •5) The terms covered transaction, debarred,
requirements of the Act and will not allow smoking suspended, ineligible, lower tier covered
within any portion of any indoor facility used for the transaction, participant, person, primary covered
transaction, principal, proposal, and voluntarily
provision of services for children as defined by the excluded, as used in this clause, have the
Act. meanings set out in the Definitions and
The contracting organization agrees that it will Coverage sections of the rules implementing
require that the language of this certification be Executive Order 12549. You may contact the
included in any subcontracts which contain person to whom this contract is submitted for
provisions for children's services and that all sub-
regulations.
assistance in obtaining a copy of those
recipients shall certify accordingly.
6) The prospective contractor agrees by submitting
this contract that, should the proposed covered
The Public Health Services strongly encourages transaction be entered into, it shall not knowingly
all recipients to provide a smoke-free workplace enter into any lower tier covered transaction with
and promote the non-use of tobacco products. a person who is debarred, suspended, declared
This is consistent with the PHS mission to ineligible, or voluntarily excluded from
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participation in this covered transaction, unless Federal or State antitrust statutes or commission
authorized by Authority. of embezzlement, theft, forgery, bribery,
7) The prospective contractor further agrees by falsification or destruction of records, making
submitting this contract that it will include the false statements, or receiving stolen property;
clause titled "Certification Regarding c) Are not presently indicted for or otherwise
Debarment, Suspension, Ineligibility and criminally or civilly charged by a
Voluntary Exclusion -- Lower Tier Covered governmental entity(Federal, State or local)
Transaction," provided by HHS, without with commission of any of the offenses
modification, in all lower tier covered enumerated in paragraph (1)(b) of this
transactions and in all solicitations for lower tier certification; and
covered transactions. d) Have not within a three-year period
8) A participant in a covered transaction may rely preceding this contract had one or more
upon a certification of a prospective participant public transactions (Federal, State or local)
in a lower tier covered transaction that it is not terminated for cause or default.
debarred, suspended, ineligible, or voluntarily 2) Where the prospective contractor is unable to
excluded from the covered transaction, unless it certify to any of the statements in this
knows that the certification is erroneous. A certification, such prospective contractor shall
participant may decide the method and attach an explanation to this proposal.
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 in connection with
obtaining, attempting to obtain, or performing a
public (Federal, State or local) transaction or
contract under a public transaction; violation of
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CONTRACTOR SIGNATURE REQUIRED
SIGNATURE OF AUTHORIZED CERTIFYING TITLE
OFFICIAL
-ID-lease
(),het.i r, �asoK, County �omn+-issivn¢rs
Please also print or type name: Jl
Slna►�w ask.
ORGANIZATION NAME: (if applicable) DATE
6/q/207(D
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Attachment 2
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 DUNS®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.uscontractorregistration.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. City 3b. State
3c. Zip+4 3d. Country
4. Are you registered in CCR (https://www.uscontractorregistration.com/)? DYES (skip to page 2. Sign, date
and return) ONO
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; and
b. $25,000,000 or more in annual gross revenues from federal contracts, subcontracts, grants, loans,
subgrants, and/or cooperative agreements; and
c. The public does not have access to information about the compensation of the executives through
periodic reports filed 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.
3.
4.
5.
Note: "Total compensation" means the cash and noncash dollar value earned by the executive during the sub-
recipient's past fiscal year of the following (for more information see 17 CFR 229.402 (c)(2)).
By signing this document,the Contractor Authorized Representative attests to the information.
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Signature of Contractor Authorized Representative Date
..„-- /...1.--o.,---,--./4.z/7
(1)iq/213 Z-0
HCA will not endorse the Contractor's subaward until this form is completed and returned.
FOR HEALTHCARE AUTHORITY USE ONLY
HCA Contract Number: K5411
Sub-award Project Description (see instructions and examples below)
I
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 tobacco use into their existing addiction
treatment programs. Funds will also be used to assist centers in creating tobacco free treatment environments.
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Attachment 3
Federal Award Identification for Subrecipients (reference 2 CFR 200.331)
(i) Subrecipient name (which must match the name Mason County Community
associated with its unique entity identifier); Services
(ii) Subrecipient's Data Universal Numbering System 060044641
(DUNS®) unique entity identifier
(iii) Federal Award Identification Number (FAIN); B08T1010056-19
(iv) Federal Award Date (see §200.39 Federal award 10/11/2019
date);
(v) Subaward Period of Performance Start and End Date of execution -6/30/21
Date;
(vi) Amount of Federal Funds Obligated by this action; $674,000.
(vii) Total Amount of Federal Funds Obligated to the $674,000.
subrecipient;
(viii) Total Amount of the Federal Award; $38,119,291
(ix) Federal award project description, as required to be Substance Abuse Prevention
responsive to the Federal Funding Accountability and 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.waterlandre7i hca.wa.gov
(xi) Catalog of Federal Domestic Assistance (CFDA) 93.959
Number and Name; the pass-through entity must
identify the dollar amount made available under Substance Abuse Prevention and
each Federal award and the CFDA number at time Treatment Block Grant
of disbursement;
(xii) Identification of whether the award is Research & ❑ Yes ® No
Development; and
(xiii) Indirect cost rate for the Federal award, including if De mimimus 10%
the de minimis rate is charged per§200.414 Indirect
(Facilities &Administrative) costs.
Washington State 35 LEAD Pilot Site Development
Health Care Authority HCA Contract#K4511
DocuSign Envelope ID:E3B48371-06EE-469C-8BF7-4A7B4E6C1B1B
Schedule A
Statement of Work
1. PURPOSE
HCA intends to enter into an agreement with the Contractor for purposes of establishing a LEAD
Program that adheres to the Core Principles of LEAD as noted in SSB 5380 and RCW 71.24.589,
which indicates that the HCA must partner with the Public Defender's Association-National
Support Bureau (NSB)to expand availability of Law Enforcement Assisted Diversion (LEAD)
programs statewide.
2. HCA RESPONSIBILITIES
2.1. Provide a Contract Manager to monitor all progress under the program; and
2.2. Provide timely responses to all inquiries from the Contractor.
3. CONTRACTOR RESPONSIBILITIES
3.1. Coordinate with NSB for purposes of receiving technical assistance;
3.2. Coordinate with NSB for training on policies and protocols for LEAD referrals and diversion-
eligible offences;
3.3. Coordinate with NSB to develop a LEAD Program Site Evaluation Plan with the intent of
yielding the following results:
3.3.1. Reduction in arrests, time spent in custody, and/or recidivism for program
participants;
3.3.2. Increase access to and utilization of non-emergency community behavioral health
and/or substance use services;
3.3.3. Reduction in the utilization in emergency services;
3.3.4. Increased resilience, stability, and well-being for program participants; and
3.3.5. Reduction in cost for the justice system in comparison to processing cases as usual
through the justice system.
3.4. Establish under this Contract a pilot project for LEAD which shall adhere to LEAD core
principles recognized by the Law Enforcement Assisted Diversion NSB, the efficacy of which
have been demonstrated in peer-reviewed research studies. A major component of this will
include the creation of an executive committee that consists of the following members:
3.4.1. Community-based organizations;
Washington State 36 LEAD Pilot Site Development
Health Care Authority HCA Contract#K4511
DocuSign Envelope ID:E3B48371-06EE-469C-8BF7-4A7B4E6C1B1B
3.4.2. Local government;
3.4.3. Law enforcement;
3.4.4. Prosecutors;
3.4.5. Public health experts; and
3.4.6. Organizations led by and representing individuals with past justice system
involvement.
3.5. As a LEAD Pilot Site Contractor must:
3.5.1. Accept and follow all guidance provided by the PDA Technical Assistance Team to
ensure that the Pilot Site maintains fidelity to the LEAD Model as referenced in RCW
71.24.589.
3.5.2. Ensure that the program is managed to achieve expected outcomes that are
measurable and will be used in the future to evaluate the performance and to ensure
accountability for the use of this funding. As such, the Contractor will work with the
HCA to utilize Julota Data collection and case management system.
Because this system is not yet in place and HCA understands that every community's
reporting needs will be different, the Contractor's reporting requirements can be
flexible, as full utilization of the system will allow for most elements of the required
Monthly Data Collection Reports to be either automated or manually generated in
little time. The Monthly Data Collection Report will contain the following elements:
3.5.2.1. Number of individuals contacted through law enforcement response and/or
social contact referrals;
3.5.2.2. Number of individuals admitted into LEAD Program;
3.5.2.3. Aggregated demographics for individuals admitted, including:
3.5.2.3.1. Race;
3.5.2.3.2. Gender;
3.5.2.3.3. Age; and
3.5.2.3.4. Housing/homelessness status.
3.5.2.4. Aggregated intake information:
3.5.2.4.1. Self-reported behavioral health;
3.5.2.4.2. Employment;
Washington State 37 LEAD Pilot Site Development
Health Care Authority HCA Contract#K4511
DocuSign Envelope ID:E3B48371-06EE-469C-8BF7-4A7B4E6C1B1B
3.5.2.4.3. Family; and
3.5.2.4.4. Financial information.
3.5.2.4.5. Number of staff contact(s)with participants;
3.5.2.4.6. Number of linkages to services; and
3.5.2.4.7. Criminal justice system involvement.
3.5.3. Coordinate with HCA, and any authorized agent, in evaluation required of the LEAD
Program for legislative reporting.
3.5.4. LEAD Program Manager will ensure that all Subcontractors are meeting the Data
collection requirements established in coordination with the PDA Technical
Assistance Team. And provide a Monthly Data Collection Report through the agreed
upon case management and Data collection system.
3.5.5. Hire LEAD Program Manager within 30 days of the execution of this Contract.
The LEAD Program Manager will be responsible for directing day to day operations
of the LEAD pilot project as outlined in Section 3.6, LEAD Program Manager
Responsibilities.
3.5.6. Create and publish position announcements, or coordinate with partnering behavioral
health agency, for the hiring of necessary clinical support positions, to include the
following:
3.5.6.1. Outreach Coordinator;
3.5.6.2. Clinical Supervisor; and
3.5.6.3. Case Manager.
3.5.7. Hire 3 Full Time Employees (FTE) to cover the functioning of the LEAD Program
within 60 days of execution of this agreement. The FTEs hired must include the
following positions:
3.5.7.1. Outreach Coordinator;
3.5.7.2. Clinical Supervisor; and
3.5.7.3. Case Manager.
3.5.8. Coordinate, schedule, and conduct operational workgroup meetings as needed.
Operational workgroup meetings are for the purposes of coordinating care for LEAD
participants and only those participants that have signed and ROI with operational
Washington State 38 LEAD Pilot Site Development
Health Care Authority HCA Contract#K4511
DocuSign Envelope ID:E3B48371-06EE-469C-8BF7-4A7B4E6C1B1B
workgroups members are to be discussed during the workgroup meetings. LEAD
Program Manager will ensure the following participants are in attendance:
3.5.8.1. Law Enforcement Officers referring to the LEAD Program;
3.5.8.2. Prosecutors considering cases involving LEAD participants;
3.5.8.3. Case Mangers assisting LEAD clients; and
3.5.8.4. LEAD project managers.
3.5.9. Provide referrals to local community agencies for intensive case management
services, including but not limited to substance use, mental health, and behavioral
health assessment and treatment.
3.5.10. Ensure LEAD referral services begin no later than within 30 days of Date of
Execution of this Contract.
3.5.11. Monitor to ensure the LEAD Program has referred and admitted at least 50
individuals by June 30, 2021.
3.5.12. Submit a completed Exhibit A, LEAD Monthly Progress Report, to the HCA Contract
Manager with each monthly invoice.
3.5.13. Ensure travel per diem, computers, office supplies and all the other supplies and
tools necessary to perform defined duties are provided to LEAD staff and/or
contracted staff.
3.6. LEAD Program Manager Responsibilities
The LEAD Program Manager will be responsible for directing day to day operations of the
LEAD pilot project. This will include but is not limited to the following:
3.6.1. Provide a detailed program timeline that identifies any anticipated implementation
challenges; and an outline of steps that will be taken and the time frame needed to
resolve these challenges.
3.6.2. Create and execute MOUs to facilitate information sharing;
3.6.3. Provide logistical coordination, support, and record-keeping to the local LEAD
advisory board and operational workgroup. Meetings will be scheduled as frequently
as necessary during the implementation phase.This coordination and support shall
include, but is not limited to, the following:
3.6.3.1. Set meeting dates and coordinate presenters and subject matter experts for
the LEAD Advisory Board and Steering Board meetings;
3.6.3.2. Work with the PDA Technical Assistance Team to develop and provide an
agenda to LEAD Advisory Board members for each meeting;
Washington State 39 LEAD Pilot Site Development
Health Care Authority HCA Contract#K4511
DocuSign Envelope ID:E3B48371-06EE-469C-813F7-4A7B4E6C1B1B
3.6.3.3. Provide all meeting agendas, minutes, and pertinent documents to the PDA
Technical Assistance Team and the HCA Contract Manager;
3.6.3.4. Meet at least monthly with the PDA Technical Assistance Team to ensure
communication and coordination of project;
3.6.3.5. Upon request, participate in presentations to key state and local
stakeholders on progress; and
3.6.3.6. Provide a satisfaction survey to participants, officers, and stake holders
within the last quarter of the program. Share the results of the survey with
the PDA Technical Assistance Team and HCA Contract Manager.
3.6.4. Coordinate, schedule, and conduct LEAD steering committee and advisory board
meetings as needed throughout the induction phase of this project.
3.6.5. Participate in monthly Technical Assistance (TA) calls with the PDA Technical
Assistance Team. This TA will include but is not limited to the following:
3.6.5.1. Create and convene a policy coordinating group;
3.6.5.2. Write policy and protocol around referrals and diversion-eligible offenses
and making an MOU for all parties to work together;
3.6.5.3. Trainings on policy and protocol regarding referrals and diversion-eligible
offenses; and
3.6.5.4. Establishing intake processes for candidates.
4. DELIVERABLES
DELIVERABLE ' DUE DATE = PAYMENT
4.1 Program timeline with Within thirty (30) days of the One-time payment
implementation challenges and Date of Execution and each of$50,000.
resolutions identified as detailed month thereafter for the
in subsection 3.6.1. duration of the Contract.
4.2 Purchase Julota Case Within thirty (30) days of the One-time payment,
Management and Data Date of Execution not to exceed
Collection Software platform. $96,484.
4.3 Minutes detailing all local LEAD Meeting minutes due no more $2,000 per meeting,
advisory board and operational than sixty (60) days after each not to exceed
workgroup meetings. meeting is conducted. $60,000.
Up to 30 meetings throughout
the duration of this Contract.
4.4 Monthly Technical Assistance No less than one (1) call per $10,000 per month,
(TA) calls with the PDA month. not to exceed
Technical Assistance Team. $130,000.
Washington State 40 LEAD Pilot Site Development
Health Care Authority HCA Contract#K4511
DocuSign Envelope ID:E3B48371-06EE-469C-8BF7-4A7B4E6C1B1B
4.5 Clinical support positions filled No later than July 31, 2020 One-time payment
as listed in subsection 3.5.7. of$23,000.
4.6 Monthly Data Collection Report Due each month on or before $3,000 per month,
the 15'h of the following month. not to exceed
$40,000
4.7 LEAD Monthly Progress Report Due each month on or before $3,000 per month,
the 15th of the following month. not to exceed
$40,000
4.8 Provide necessary staff(e.g. Ongoing Up to $7,000 per
Outreah Coordinator, Clinical month per Case
Supervisor, and Case Manager/Outreach
Manager)to refer a minimum of Coordinator, up to
50 individuals through the $8,000 per month
LEAD Program,per each case per Clinical
manager hired, each year. Supervisor not to
exceed $360,000
4.9 Indirect (administrative) costs: Monthly, and no later than 60 10% of direct costs-
Only 10% of direct costs. days following the Contract end up to $83,000.00
date.
MAXIMU MTOTAL $882,484
5. CONSIDERATION.
HCA will authorize a lump sum payment for each deliverable only upon satisfactory completion
and acceptance and only for the allowable costs as specified in Section 4, Deliverables.
5.1. The maximum dollar amount for this Contract will not exceed $882,484.
5.2. Administrative fees are not to exceed 10% of the billed expenses and are included as part of
the Maximum Consideration.
5.3. Source of Funds: General State Funds and Substance Abuse Block Grant.
Washington State 41 LEAD Pilot Site Development
Health Care Authority HCA Contract#K4511
DocuSign Envelope ID:E3B48371-06EE-469C-8BF7-4A7B4E6C1B1B
Exhibit A
LEAD Monthly Progress Report
LAW ENFORCEMENT ASSISTED DIVERSION PROGRAM
DIVISION OF BEHAVIORAL HEALTH AND RECOVERY AT THE HEALTH CARE AUTHORITY
. 1. MONTHLY';PROGRESS REPORT
Please respond to each question and submit this document with the monthly A-19 billing to SOR Treatment Manager, Michele Gayle
at michele.gayle@hca.wa.gov. For additional questions, please contact Michele Gayle at(360)725-5935.
Report Month/Year
❑April 2020❑May 2020❑June 2020❑July 2020 ❑August 2020
❑September 2020❑October 2020❑November 2020❑December 2020❑January 2021
❑February 2021❑March 2021❑April 2021❑May 2021❑June 2021
Name of the LEAD program completing this report: Click or tap here to enter text.
2. How many unique individuals referred to your LEAD program during this report month?
3. How many participants are currently in your LEAD program?
4. What are the basic demographics of your LEAD participants? (Please include gender, race, housing and
insurance status)
5. Summarize any barrier(s) encountered and plans to overcome the barrier(s)with timeline.
6. How many days is it taking between initial referral and participant receiving behavioral health assessment?
7. Are you experiencing any training or technical assistance needs(e.g. policy& protocol, data collection, staffing,
etc.)?
8. Have there been any staff changes since the last report. If so,what position(s) and location(s)?
9. Do you have a participant success story you would like to share below?
10. Are there any significant accomplishments you would like to share or other information you would like to know?
Completed By:
Date:
Washington State 42 LEAD Pilot Site Development
Health Care Authority HCA Contract#K4511