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HomeMy WebLinkAboutPSA ElmviewThis Agreement is made by and between Kittitas County (hereinafier "the County') and Elmview (hereinafter "Contractof'). The County and Contractor agree as follows: General Conditions; Attachment A (Scope of Work); Attachment B (Compensation); Attachment C (Proof of lnsurance); Attachment D (Program Agreement between County and DSHS for Developmental Disabilities County Seryices, including Exhibits A and B, which incorporates the DSHS and County Agreement on General Terms and Conditions by reference); Attachment E (Program Activity Level and Payment Rate Schedule) copies of which are attached hereto and incorporated herein by this reference as fully as if set forth herein. The term of this Agreement shall commence on the July 1 ,2O2O and continue until June 30, 2021. Any party may terminate this Agreement by giving thirty (30) days' notice in writing either personally delivered or mailed postage-prepaid by certified mail, retum receipt requested, to the party's last known address for the purposes of giving notice under this paragraph. Contractor acknowledges and by signing this Agreement agrees that the lndemnification provisions set forth in Paragraphs 7 (lndependent Contraitor), g (Taxes), 15 (Defense and lndemnity Agreement), 22 (PatenVCopyright lnfringemenq and 25 (Confidentiality), are totally and fully part of this Agreement and havb been mutually negotiated by the parties. Professional Services Agreement Page'l of ELMVIEW N WITNESS WHEREOF, the parties have executed this Agreement this X-\ day 2021 APPROVED: BOARD OF COUNTY COMMISSIONERS Signaturg of,Signatory (Date 7 lt3 l-a'a1 Print of Signatory Contractor Address: Elmview 2A4 East 6th Avenue Ellensburg, WA 98926 Project Contact: Gail Goodwin Executive Director KITTITAS COUNTY,INGTON n 0epurvX of Boardc County's Addresg Kittitas County 205 West 5th Avenue, Suite 108 Ellensburg, WA 98926 Project Contact: _Kasey Knutson County Coordinator lilllI Professional Services Agreement Page 2 GENERAL CONDITIONS 1. Scope of Contractor's Services: Contractor agrees to provide to the County services and any materials set forth in the project narrative identified in Attachment'A" during the Agreement period, No material, labor, or facilities will be furnished by the County, unless otherwise provided for in the Agreement. This Agreement is entered into between Contractor and the County. lts purpose is to provide a coordinated and comprehensive local program of services for persons with developmental disabilities and to fulfill the County's responsibilities in Attachment "D". This Agreement includes statements of the Developmental Disabilities Administration within DSHS (hereinafter "DDA") responsibilities from the attached Program Agreement despite DDA not being a party to this Agreement. 2. Performance of Work: Contractor shall perform work in accordance with, and shall comply with, all of the provisions of this Agreement- Allwork shall comply with applicable laws, codes ordinances and agreements, 3. Schedule of Performance: Unless directed otherwise by the County, Contractor shall perform the work in accordance with any schedules made a part of this Agreement. 4. Definitions: 4.1 "Additional lnsured's" means the County, its successors and assigns, and the respective directors, offioers, employees, agents and representatives of the County and its successors and assigns. 4.2 "Subcontractof is any seruice provider or other vendor contracted by the Contractor to provide consumer services or any other work for the purpose of meeting the Contractor's obligations under this Agreement. 4.3 "Support" means the following: Contractor's directors, officers, employees, agents and representatives; and sub-Contractors of any tier; the respective directors, officerc, employees, agents and representatives of these sub- Contractors of any tier; and any other person or entity acting under the direction or control of, or on behalf of, Contractor or any Contractor's sub- Contractors of any tier in connection with or incident to the performance of the Work or this Agreement. Professional Services Agreement Page 3 4.4 The 'Work" means all of the duties listed in Attachment "A" and the performance of all other obligations, under this Agreement by Contractor or its Support. All definitions listed in Attachment D, Section 1 are incorporated by reference into this Agreement, with the exception of "Subcontractot''. 5. Accountino and Pavment for Contractor Services: Payment to the Contractor for services rendered under this Agreement shall be as set forth in Attachment uB". Where Attachment "8" requires payments by the County, payment shall be based upon billings, supported unless otherwise provided in Attachment "8", by documentation of units of work actually performed and amounts earned, including where appropriate, the actual number of days worked each month, total number of hours for the month, and the total dollar payment requested. Unless specifically stated in Attachment "8" or approved in writing in advance by the Kittitas Coun$ Board of Commissioners, the County will not reimburse the Contractor for any costs or expenses incuned by the Contractor in performance of this Agreement. Where required, the County shall, upon recrlpt of appropriate documentation, compensate the Contractor, no more often than monthly, through the County voucher system, for the Contractot's service pursuant to the fee schedule set forth in Attachment "B". 6- Assiqnment and Subcontracting: No podion of this Agreement may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of the County. 6.1 Contractor recognizes that under the attached Attachment D the County has obligations relative to subcontracting that may effect this agreement. 6.2 Any assignments of indirect services entered into by Contractor shall ensure that all applicable terms and conditions of this Agreement will be niet. Contractor remains responsible for all work performance as detailed in this Agreement. 7. lndependent Contractor: me Contractoi's services shall be furnished by the Contractor as an independent Contractor and nothing herein contained shall be construed to create a relationship of employer-employee or master-servant, but all payments made hereunder and all services performed shall be made and performed pursuant to this Agreement by the Contractor as an independent Contractor. The Contractor acknowledges that the entire compensation for this Agreement is specified in Attachment "8" and the Contractor is not entitled to any County benefits including, but Professional Services Agreement Page 4 4.5 not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Kittitas County employees. Contractor will defend, indemniff and hold harmless the County, its Additional lnsured's, officers, agents or employees from any loss or expense, including but not limited to settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. 8. No Guarantee of Emplovment: The performance of all or part of this Agreement by the Contractor shalt not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any sub-Contractor or any employee of any suFConfactor by the County at the present time or in the fuhrre. 9. Taxes: The Contractor understands and acknowledges that the County will not withhold Federal or State income taxes. Where required by State or Federal law, the Confractor authorizes the County to make withholding for any taxes other than inoome taxes (i.e. Medicare). All compensation received by the Contractor will be reported to the lnternal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulatlons- lt is the responsibility of the Conkactor to make the necessary estimated tax payments ffrroughout the year, if any, and the Confactor is solely liable for any tax obligation arising fronn the Contractor's performance of this Agreement. The Contractor hereby agrees to indemnifiT the County against any demand to pay taxes arising from the Contractofs failure to pay taxes on compensation eamed pursuant to this Agreement. The County will pay sales and use taxes imposed on goods or services acquired by the County hereunder as required by law. The Contractor must pay all other taxes including, but not limited to: Business and Occupation Tax, taxes based on the Contractofs gross or net income, or personal property to which the County does not hold title. The County is exempt from FederalExcise Tax. 10. Regulations and Requirement: This Agreement shall be subject to all laws, rules and regulations of the United States of America, and State of Washington, and political subdivisions of the State of Washington and to any other provisions set forth herein or in the attached Attachments. 11. Rioht to Review: This contract is subject to review by any Federal or State auditor. The County or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the County. Such review may occur with or without notice, and may include, but is not limited to, on-site inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the Agreement and its performance, and any and all Professional Services Agreement Page 5 communications with or evaluation by service recipients under this Agreement. The Contractor shall preserve and maintain all financial records and records relating to the performance of work under this Agreement for 6 years after contract termination, and shall make them available for such review, within Kittitas County, State of Washington, upon request. 11.1 Records Maintenance: For six (6) years, unless otherwise stated herein, following the termination of this Agreement, Contractor shall maintain records that are sufficient to: i)Document the performance of all acts required by law, regulation, or this Agreement; Substantiate Contractor's statement of its organization's structure, tax status, capabilities, and perfonnance; Demonstrate accounting procedures and practices which sufficiently and properly document Contractofs billings to the County and all expenditures made by the Contractor to perform as reguired by this Agreement; Ascertain that personnel policies, procedures and practices are in compliance with this Agreement; and vl Ascertain that all taxes and insurance required by State and Federal law and this Agreernent were paid by Contractor. Riqht of lnspection. Contractor shall give access to its facilities and records to the County, its officers, employees or agents, and to any other authorized officer, employee or agent of the State of Washington or the United States at all reasonable times. Authorized persons shall have the nght to examrne Contractor's performance and financial records and perform other activities to determine Contracto/s compliance with the terms of this Agreement. ii) m ) iii) 11.2 11.3 Notice of lnspec;tions. The Contactor shall verbally notify the County immediately of any inspections, audits, accreditation, or program reviews of services by any individual, agency, or governmental unit, and to promptly provide the County with copies of any written reports of such inspections, audits, accreditation or program reviews. 12. Modifications:12.1 Either party may request changes in the Agreement. Any and all agreed modifications shall be in writing, signed by each of the parties. Professional Services Agreement Page 6 12,2 The County may, at any time, by written notice thereof to Contractor ("Change Notice") makes changes in the Work within the general scope of this Agreement, including, but not limited to: (a) changes in, revisions to, substitutions for, additions to or deletions of any Work; (b) changes in schedule; and (c) acceleration, deceleration or suspension of performance of any Work. 12.3 lf any change in the Work causes an increase or decrease on Contractor's cost of, or the time required for, performance of the Work, an equitable adjustment in the compensation to Contractor and in the schedule for the performance of the work shall be made to reflect such an increase or decrease. 12.4 Notwithstanding any dispute or delay in aniving at a mutually acceptable equitable adjustment, Contractor shall proceed in accordance with all Change Notices. Contractor must, within thirty (30) days after receipt of any Change Notice that does not set forth any acceptable adjustment, submit to the County a written statement setting forth any adjustment claimed. 12.5 lf any change results in a decrease in the Work performed, Contractor shall be entitled to compensation associated with ctranging the Work, such as revising design already completed, revising calculations already performed, and revising documents. 13. Termination for Default: lf the Contrador defaults by failing to perform any of the obligations of the Agreement, including violating any law, regulation, rule or ordinance applicable to this Agreement, or becomes insolvent or is declared bankrupt or commits any ad of bankruptcy or insolvency or makes an assignment for the benefit of creditors, the County may, by depositing written notice to he Contraclor in the U.S. mail, postage prepaid, terminate the Agreement, and at the County's option, obtain performance of the work elsewhere. lf the Agreement is terminated for default, the Contractor shall not be entitled to receive any further payments under the Agreement until all work called for has been fully performed. Any extra cost or damage to the County resulting from such default(s) shall be deducted from any money due or coming due to the Contraclor. The Contractor shall bear any extra expenses incurred by the County in completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. lf a notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. Professional Services Agreement PageT 14. Termination for Public Convenience: The County may terminate the Agreement in whole or in part whenever the County determines, in its sole discretion that such termination is in the best interests of the County. Whenever the Agreement is terminated in aocordance with this paragraph, the Contractor shall be entitled to payment for actualwork performed at unit contract prices for completed items of work ln the event of such termination, an equitable adjustment shall be made in the compensation payable to Contractor- An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Agreement by the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County. 15. Termination Due to Chanqe in Fundins. lf the fi.rnds upon whicft the County relied to establish any Program Agreement are withdrawn, reduced or limited, or if additional or rnodified conditions are placed on such funding, the Coun$ may terminate this Agreement by providing at least fifteen {15) calendar days written notice to the County. The termination shall be effective on the date specified in the notire sf termination. 16. Defense & lndemnitv Aqreement: The Contractor agrees to and shall defend, indemnlfy and hold harmless the County, its Additional lnsured's, appointed and elective officers, agents and employees, from and against all loss or expense, including but not limited to judgments, settlements, attorney's fees and costs by reason of any and all claims and demands upon the County, its Additional lnsured's, its elected or appointed officials, agents, or employees for damages because of personal or bodily injury, including deatlr at any time resulting therefrom, sustained by any person or persons and on account of damage to properly including loss of use thereof, whether such injury to persons or damage to property ls due to the negligence of the Contractor, its sub-Contraclors, its elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the County, its Additional lnsured's, appointed or elected officials, agents, or employees. lt is further provided that no liability shall attach to the County by reason of entering into this contract, except aB expressly provided herein. 17. lndustrial lnsurance Waiver: With respect to the performance of this Agreement and as to claims against the County, its Additional lnsured's, officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the lndustrial lnsurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this agreernent extend to any claim brought by or on behalf of any Professional Services Agree me nt Page I employee of the Contractor. This waiver is mutually negotiated by the parties to this Agreement. 18. Venue and Choice of Law: ln the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of litigation shall be in the Superior Court of the State of Washington in and for the County of Kittitas. This Agreement shall be governed by the law of the State of Washington. 19. Withholdinq Payment: ln the event the Contractor has failed to perform any obligation to be performed by the Contractor under this Agreement within the time set forth in this Agreement, then tne County may, upon written notice, withhold all monies due and payable to Contractor, without penalty, untilsuch failure to perform is cured or otherwise adjudicated. 20- Future Non-Allocation of Funds: lf sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the County will not be obligated to make payments for services or amounts incurred after the end of the cunent fiscal period. No penalty or expense shall accrue to the County in the event this provision applies. 21. Contractor Commitments, Wananties and Representations: The contractor represents and wanants to the county as follows:21.1 The Contractor is duly incorporated, validly existing and in good standing under the laws of the State of Washington, and has atl requisite corporate power and authority to enter into and to perform its obligations under this Agreement. 21.2 The Contractor has the authority to execute this Agreement, to make the representations and warranties set forth in it and to perform the obligations of the Contractor under this Agreement in accordance with its terms.21.3 The Contractor is a qualified service provider and is authorized to provide consumer services and additional consumer services. 21.4 This Agreement has been validly executed by an authorized representative of the Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor.21.5 The Contractor has or will obtain prior to the commencement date such licenses, permits and other authorizations from federal, state and other governmental authorities, as are necess ary for the performance of its obligations under this Agreement. 21.6 The Contractor is not in violation of any applicable law, ordinance or regulation the consequence of which will or may materially affect Contractor's ability to perform its obligations under this Agreement. The Contractor is not subject to any order or judgment of any court, tribunal or governmental agency which materially ahd adversely atfects its operations Professional Services Agreement Page 9 or assets in the State of Washington, or its ability to perform its obligations under this Agreement. 21.7 None of the representations or warranties in this Agreement, and none of the documents, statements, certificates or schedules furnished or to be furnished by Contractor pursuant hereto or in connection with the performance of the obligations contemplated under this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a materialfact necessary to make the statements of fact contained therein not misleading. 22. PatenVCopvriqht lnfrinsement: Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County; to the extent such action is based on the claim that information supplied by the Contractor infringes any patent or copyright. The Contractor will pay those costs and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payments are conditioned upon the following:22.1 Contractor shall be notified promptly in writing by County of any notice of such claim. 22.2 Contractor shall have the right, hereunder, at its option and expense, to obtain for the Co'unty the right to continue using the information, in the event such claim of infringement is made, provided no reduction in performance or loss results to the CountY. 23. Disputes: 23.1 General Differences between the Contractor and the County, arising under and by virtue of the Agreement Documents shall be brought to the attention of the County at the earliest possible time in orderthat such matters may be settled or other appropriate action promptly taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, instructions, and decisions of the Kittitas County Commissioners shall be final and conclusive. 23.2 Notice of Potential Claims The Contractor shall not be entitled to additional compensation which othenffise may be payable, or to extension of time for (1) any acl or failure to act by the County, or {2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Professional Services Agreement Page 10 Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. 23.3. Detailed Ctaim The Contractor shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the completion of the portion of the work from which the claim arose, and before final payment by the County, the Contractor has given the County a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or extension of time claimed to be due. 24. Ownership of ltems Produced: All writings, programs, data, public records or other materials prepared by the Contractor and/or its consultants or sub-Contractors, in connection with perfoimance of this Agreement shall be the sole and absolute property of the County and/or DSHS. 25. Confidentiallty: The Contractor, its employees, Sub-Contractors, and their employees shall maintain the confidentiality of all information provided by the County or DSHS or acquired by the Contractor in performance of this Agreement, except 1) as provided below, Z) upoh tneprior written consent of the Kittitas County Prosecuting Attorney; or 3) upon an order gntered by a court after having acquired jurisdiction over the County. Contractor shall immediately give to the County notice of any judicial proceedings seeking disclosure of such infonmation. Contractor shall indemnify and hold harmless the County, its Additional lnsured's, officials, agents or employees from all loss or expense, including, but not limited to settlements, judgments, setoffs, attomeys'fees and costs resulting trbm Contractor"s breacfi of this provision. 25.1 The Contractor shall not use, publish, transfer, sell or otherwise disclose any Confidential lnformation gained by reason of this Agreement for any purpose that is not directly connected with the performance of the services contemplated hereunder, except: 25.1.1As provided by law; or 25.1.2 ln the case of Personal lnformation, as provided by law or with the prior written consent of the person or personal representative of the person who is the subject of the personal information. 25.2 The Contractor shall protect and maintain allConfidential lnformation gained by reason of this Agreement against unauthorized use, access, disclosure, modification or loss. This duty requires the Contractor to employ reasonable Professional Services Agreement Page 1 1 security measures, which include restricting access to the Confidential lnformation by: zs.z.1Allowing access only to staff that have an authorized business requirement to view the confidential infonnation. 2s.2.2Physically securing any computefs, documents, or other media containing the Confidential lnformation. 25.2.3 Ensure the security of Confidential lnformation transmitted via fax (facsimile) by verifying the recipient phone number to prevent accidental transmittal of Confidential lnformation to unauthorized persons. 25.2.4When transporting six (6) to one hundred forty nine ('t49) records containing Confidential lnformation outside a Secure Area, do one or more of the following as appropriate: 25.2.4(1) 2s.2.4(2) Use a Trusted System Encrypt the Confidential lnformation, including: 25 -2.4 (2)(a) Email and I or email attachments. 25"3 25.4 Profess ional Services Agreement Page 12 25.2.4(2)(it) Confidential lnformation when it is stored on portable devices or media, induding but not limited to laptop computers and flash memory devices, 25.2.5When transporting one hundred fifty (150) records or more containing Confidential lnformation outside a Secure Area refer to the requirements in Attachment D, Exhibit A: Data Security Requlrements. 25.2.6Send paper documents containing Confidential lnformation via a Trusted System To the extent allowecl by law, at the enrl of the Agreement term, or when no longer needed, the parties shall return Confidential lnformation or certify in writing the destruction of Confidential lnformation upon written request by the other party. Paper documents with Confidential lnformation may be recycled through a contracted firm, provided the contract with the recycler specifies that the confidentiality of the information will be protected, and the infonnation destroyed through the recycling process. Paper documents containing Confidential lnformation requiring special handling (e.g. protected health information) must be destroyed through shredding, pulping or incineration. 25.5 The compromise of potential compromise of Confidential lnformation must be reported to the County within one (1) business day of discovery. The parties must also take actions to mitigate the risk of toss and comply with any notification or other requirements imposed by law. 26. Notice: Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, notice shall be given by the Contractor to the department headof the department for whom services are rendered, and to the Kittitas County commissioners, 205 w 5m Ave, suite 108, Ellensburg, wA 9g926. Notice to the Contractor for all purposes under this Agreement shall be given to the address reflected on the signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class, postage prepaid. 27. Severabilitv: It any term or condition of this Agreement or the application thereof to any person(s) or circumstances is held invalid, such invalidity shalt not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this Agreement are declared severable. 28. Miscellaneous:28.1 The County's failure or delay to insist upon sfiict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be conskued as a waiver or relinquishment to any extent of its right to assert or rely upon any such provisions, rights or remedies in that or any other instane; rather the same shall be and remain in fullforce and effect.28.2 This Agreement embodies the entire Agreement between the County and Contractor, and supersedes any and all prior agreements, regarding the Work. No change, amendment or modification of any provisions of this Agreement shall be valid unless set forth in a written instrument signed by the party to be bound thereby.28.3 The rights and remedies of the County set forth in any provision of this Agreement are in addition to and do not in any way limit any other rights of remedies afforded to the County by any other provisions of this Agreement, by any of Contractor's Support or by law.28.4 The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs. Professional Services Agreement Page 13 29. Waiver: Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or subsequent breach. No terms or conditions of this Agreement shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. 30.w!: fnepiovisionsof paragraphs 7,9, 11,13,14, 15, 16, 17,18, 19,20,21,22,23,24,25, 29,31, and 32, shall survive, notwithstandlng the termination or invalidity of ,this Agreement for any reason. 31. Nondiscrimination 31.1 The County is an equal opportunity employer. 31_2 Nondiscrimination in Employment ln the performance of this Agreernent, the Contractor will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, sexualorientation, rnarital status, age or tlre presence of any sensory, mental or physical handicap; provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular worker involved. The Contractor shallensure that applicants are employed, and that employees are treated during employment without discrimination because of their rarr., streed, color, national origin, sex, sexual orientation, maritalstatus, age or the presence of any sensory, mental or physical handicap. Such action shall include, but not be limited to: employment, upgrading, demotion or transfers, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and programs for training lncludlng apprenticeships. The Contractor shall take such action with respect to this Agreement as may be required to ensure full compliance with local, state and federal laws prohibiting discrimination in employment. 31,3 Nondiscrimi in Sorvices The Contractor will not discriminate against any recipient of any services or benefits provided for in this Agreement on the grounds of race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap. 31.4 lf any assignment and/or subcontracting has been authorized by the County, said assignment or subcontract shall include appropriate Professional Services Agreement Page 14 safeguards against discrimination. The Contractor shall take such action as may be required to ensure full compliance with the provisions in the immediately preceding paragraphs herein. 32. Prevailins Waqe: Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics employed in the performance of any part of the Work in accordance with RCW 39.12 and the rules and regulations of the Department of Labor and lndustries. The schedule of prevailing wages rates for the locality or localities of the Work is determined by the lndustrial Statistician of the Department of Labor and lndustries. lt is the Contracto/s responsibility to verlfy the applicable prevailing wage rate. lt is understood that the Contractor is responsible for obtaining and completing all required govemment forms and submitting same to the proper authorities. Disputes regarding prevailing wage rates shall be referred for arbitraUon to the Director of the Department of Labor and lndustries. The arbitration decision shall be finat and conclusive and binding on all parties involved in the dispute as provided for by RCW 39.12.060. 33. Debarment Certification. The Contractor certifies that it: 33.1 ls not presently debaned, suspended, proposed for debannent, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency- 33.2 Has not within a three-year period preceding the execution of this contract with Kittitas County, been convicted of or had a civiljudgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice. 33.3 ls not presently indicted for or othenvise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph 53.2 af this section. 33.4 Has not within a three-year period preceding the preceding the execution of this contract with Kittitas County had one or more public transactions (Federal, State, or local) terminated for cause of default. 34. Treatment of Client Propertv. The Contractor shall ensure that any adult client receiving services from the Contractor under this Agreement has unrestricted access to the client's personal property. The Contractor shall not interfere with any adult client's ownership, possession, or use of the client's property. The Contractor shall provide clients under age eighteen (18) with reasonable access to their personal property that is Profess ional Services Agreement Page 15 appropriate to the client's age, development, and needs. Upon termination or completion of the Agreement, the Contractor shall promptly release to the client and/or the client's guardian or custodian all of the client's personal property. This section does not prohibit the Contractor from implementing such lawful and reasonable policies, procedures and practices as the Contractor deems necessary for safe, appropriate, and effective service delivery (for example, appropriately restricting clients' access to, or possession or use of, lawful or unlawful weapons and drugs). 35. Title to Properfu. Title to all property furnished or purchased by the County for use by the Contractor during the term of this Agreement shall remain with the County. Title to all property purchased or furnished by the Contrac{or for which the Contractor is entitled to reimbursement by the county under this Agreement shall pass to and vest in the County. The Contractor shalltake reasonable steps to protect and maintain all County property in its possession against loss or damage and shall return County property to the County upon termination or expiration of this Agreement pursuant to which it was purchased or furnished, reasonable wear and tear excepted. 36. Subrecipient Requirements. 36.1 General. lf the Contractor is a subrecipient of federal awards as defined by Office of Management and Budget (OMB) Circular A-133, the Contractor shall: {1) Maintain records that identify, in its accounts, all federal awards received and expended and the federal programs under which they were received, by Catalog of Federal Domestic Assistance (CFDA) title and number, award number and year, name of the federal agency, and name of the pass-through entity; (2) Maintain internalcontrols that provide reasonable assurance that the County is managing federal awards in compliance with laws, regulations, and provisions of contracts or grant agreements that could have a material effect on each of its federal programs; (3i Prepare appropriate financial statements, including a schedule of expenditures of federal awards; (4) lncorporate OMB Circular A-133 audit requirements into all agreements between the Contractor and its Subcontractors who are sub recipients; (5) Comply with any future amendments to OMB Circular A-133 and any successor or replacement cireular or regulation; Professional Services Agreement Page 16 (6) Comply with the applicable requirements of either 2 CFR par|225 (OMB Circular A-87) or 2 CFR Part 230 (OMB Circular A-122), and any successor or replacement circular or regulation as applicable; and (7) Comply with the Omnibus Crime Control and Safe Streets Act of 1968; Title vl of the civil Rights Act of 1964; Section 504 of the Rehabilitation Act of 1973; Title ll of the Americans with Disabilities Act of 1990; Tifle lX of the Education Amendments of 1972; The Age Discrimination Act of 1975 and The Department of Justice Non-Discrimination Regulations at 28 CFR Part42, Subparts C. D, E, and G, and28 CFR Parts 35 and 39. (S ee http, //www. oj p, u sd oj . gov/a bo uVoffi ces/ocr, htm for add iti on a I information and access to the aforementioned federal laws and regulations.) 36.2 sinsle Audit Act compliance. lf the contracior is a sub recipient and expends $500,000 or more in federalawards from allsources in any fiscalyear, the County shall procure and pay lar a single audit or a program-specific audit for that fiscal year. Upon completion of each audit, the Contractor shall: (1) Submit to the County contact person, listed on the first page of the Program Agreement, the data collection form and reporting package specified in OMB CircularA-133, reports required by the program-specific audit guide (if applicable), and a copy of any management letters issued by the auditor; and (2) Follow-up and develop corrective action for all audit findings, in accordance with OMB Circular A-133, and prepare a "Summary Schedule of Prior Audit Findings." 36.3 Other Audit. lf the Contractor is not subject to an OMB Circular A-133 audit, the Contractor shall provide to the County a CPA audit or CPA review within 180 days of the subcontractor's fiscal year end. The scope of the audit or review shall include the entire operation and related legalentity, be in accordance with Generally Accepted Accounting Principles (GAAP), and include a management letter that addresses any audit findings. 36.4 Overpavments. lf it is determined by the County, or by DSHS, or by an auditor during the course of a required audit, that the Contraclor has been paid unallowable costs under any applicable Program Agreement, DSHS or the County rnay require the Contractor to reimburse DSHS in accordance with either 2 cFR Parl225 (oMB Circular A-87) or 2 cFR Part230 (oMB Circutar A-122), as applicable. Professional Services Agreement Page 17 37. Order of Precedence. ln the event of an inconsistency in this Agreement and any Attachments, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence, in the following order, to: 37.1 Applicable federal and State of Washington statutes and regulations; 37.2 DSHS and County Agreement on Special Terms and Condltions (lncorporated by reference in Attachment D); 37.3 Attachment D: DSHS and County Program Agreement on DDA County Services; 37.4 This Agreement. Professional Services Agreement Page 1 I ATTACHMENT ''A'' SCOPE OF WORK ln addition to providing all material and labor, the Contractor shall perform the following 1. Client Eligibility: Client eligibility and service referral are the responsibility of the DDA pursuant to Chapter 388-823 WAC (Eligibility) and chapter 388-825 WAC (Service Rules). Only persons refened by DDA shall be eligible for direct Client services under this Program Agreement. lt is DDA's responsibility to determine and authorize the appropriate direct service(s) type. Direct Client services provided without authorization are not reimbursable under this Program Agreement. 2. Client Rights. The Contractor shall: a. Ensure that a statement of Client Rights are posted in compliance with Section 388-850-050 WAC; and b. Ensure that client rights and client health and safety are protected in compliance with section 388450440 wAc and DDA policy s.06 client Rights. c. Ensure protection from abuse: mandatory reporting per DDA policy 5.13 3. Credentials and Minimum Requirements. Contractor shallensure that Contractor meets the following requirements: Fiscally Responsible: The Contractor must demonstrate the ability to safeguard public funds including maintaining books, records, documents and other materials relevant to the provision of goods and services. Sufficient Policies and Procedures for Establishment and Maintenance of adequate internal controlsystems: The County will maintain written policy procedural manuals for information systems, personnel, and accounting/finance in sufficient detail such that operations can continue should staffing change or absences occur. Background/Criminal History Check: A background/criminal history clearance is required every three years for all employees (including DD program county staff), subcontractors, and/or volunteers who may have unsupervised access to vulnerable DSHS clients, in accordance with Rcw 43.43.830-945, Rcw 74.15.A30, and Chapter 388 WAC. lf the entity reviewing the application elects Professional Services Agreement Page 19 a b c to hire or retain an individual after receiving notice that the applicant has a conviction for an offense that would disqualify the applicant from having unsupervised access to vulnerable adults as defined in Chapter 74.34 RCW, then DDA shall deny payment for any subsequent services rendered by the disqualified individual provider. The DSHS Background Check Central Unit (BCCU) must be utilized to obtain background clearance. d. Qualified Service Providers: The Contractor assures that all service providers meet qualifications as outlined in the DDA Policy 6.13, Program Provider Qualifications. e. Home and Community Based Waiver Services Assignment of Medicaid Billing Rights: The Contractor agrees to assign to the County its Medicaid billing rights for services to DDA Clients eligible under Title XIX programs in this Program Agreement. Written documentation shall be available to DSHS on request. f . Reporting Abuse and Neglect: Contrac{or's staff, who are mandated reporters under RCW 74.34.020 {13), must comply with reporting requirements described in RCW 7434.A35 and 040 RCW and26.44 RCW. lf the County is notified by DSHS that a subcontractor etaff member ie cited or on the registry for a substantiated finding, then that associated staff will be prohibited from providlng services under this Program Agreement. g. Contractor recognizes that the County staff must perform on-site evaluations of Contractor work sites and promptly report findings from such evaluations to DSHS under the attached Program Agreement. The evaluation will have a Quality Assurance and a Quality lmprovement component and will include objective measures to comply with DDA Criteria and Service Agreement, Contractor shall provide full assistance with any such inspection and does hereby waive any cause of action against the County, its officers or staff for any action associated with such evaluations or reporting. 4. Statement of Work a. The Contractor shall: (1) Work with the DDA Region when individuals are referred for services; (2) Work with the DDA Region to document planned services in the lndividual's Support Plan; (3) Assist with informing the Region of any potential service level changes not documented in the individual's DD Assessment prior to any changes; Professional Services Agreement Page 20 (4) Work with the DDA Region regarding service termination; (5) Work with the County on Spending Plan adjustments; (6) Upon written request from the DDA Region or the County, the Contractor shall provide a copy of each subcontractor's contract. b. Compliance with BARS Policies: The Contractor shall take any necessary and reasonable steps to comply with BARS. c. The Contractor shall comply with the following referenced documents found at DDA I nternet site https://www. dshs.wa. gov/dda/county-best-practices: (1) DDA Policy 4.11, County Services forWorking Age Adults; (2) wAc 388-850, WAC 388-828, WAC 389-845-0001, 0030, A21O,A215, 4220, 060046 1 0, 1 030-1 040, 1 400 -1 41 0, 21 00, 21 1 0; (3) Criteria for Evaluation; (4) DDA Guiding Values; (5) County Guide to Achieve Developmental Disability Adrninistration's Guiding Values; (6) Disability Rights of washington (formerly washington protection and Advocacy System) Access Ag reement. d. Qualified Employment and Day Program Service Providers for consumer support services shall include the following program outcomes: (1) Monthty Community lnclusion service support hours will be based on the Client's Community lnclusion service level per WAC 388-828-9310 for all Clients who began receiving Community lnclusion services July 1 ,2011 and forward. (a) To ensure health and safety, promote positive image and relationships in the community, increase competence and individualized skill-building, and achieve other expected benefits of Community lnclusion, services will occur individually or in a group of no more than two (2) or three (3) individuals with similar interests and needs. (b) Community lnclusion services willfocus on activities that are typically experienced by the general public. Support to participate in segregated activities and/or specialized activities will not be reimbursed. Professional Services Agreement Page 21 (c) A Client receiving Community lnclusion services will not receive employment support simultaneously. (d) A Client receiving Community lnclusion services may at any time choose to leave Community lnclusion to pursue work and receive employment support. (2) Clients in an employment program will he suppnrted to work towards a living wage. A living wage is the amount needed to enable an individualto meet or exceed his/her living expenses. Clients should average twenty (20) hours of community work per week or eighty-six (86) hours per month. The amount of service a Client receives will be based on hisiher demonstrated need, acuity level and work history per WAC 388-828. (3) Prior to beginning service or prior to an expected change in seryice, the provider will clearly communicate to the Client and the County the maximum service hours per month the Client can expect to receive- Service changes will not occur untilthe Client has received proper notification from DDA. (a) The Client's DDA PSCP is the driver for service. The CMIS County Service Authorization and updated Planned Rates information will not exceed the Client's DDA PSCP. {b) The amount of service the Client receives shsuld match with the CMIS County Service Authorization and updated Planned Rates information. (4) All Clients will have an individualized plan to identiff Client's preferences. Minimum plan elements are outlined in the reference document "Criteria for an Evaluation." A copy of the Client's individualized plan will be provided to their CRM, guardian and others as appropriate. (5) Semi-annual progress reports that describe the outcomes of activities will be provided by the provider to the County and the CRM, guardian and others as appropriate. The report will summarize the progress made towards the Client's individualized goals. (6) All Clients will be contacted by their service provider according to Client need and at least once per month. (7) lf Clients in lndividual Employment, Group Supported Employment, or Prevocational services have not obtained paid employment at minimum wage or better within six (6) months, the County will assure the following steps are taken: Professional Services Agreement Page22 (a) Review the progress toward employment goals; (b) Provide evidence of consultation with the family/Client; and (c) Develop additional strategies with the family/Client, county staff, employment support staff and the case manager. strategies may include providing technical assistance, changing to a new provider, and/or providing additional resources as needed to support the individual's pursuit of employment. The additional strategies will be documented for each Client and kept in the Client's file(s). (8) lf after twelve (12) months the Client remains unemployed, an additional review will be conducted. The provider will address steps outlined in the previous six month progress report in the next six month progress report. The Client may request to participate in Community lnclusion activities or the client may choose to remain in an employment program. when requesting to participate in Comrnunity lnclusion services, the Client shall communicate directly with his or her DDA Case Manager. The DDA Case Manager is responsible for authorizing community lnclusion services. (9) For lndividual Employment where the service provider is also the Client's employer long term funding will rennain available to the service provider / employer for six (6) months afterthe employee / DDA Client's date of hire, At the end of the six month period, if the DDA client continues to need support on the job, another service provider who is not the employer of record must provide the support unless the County issues prior written approval for the service provider to continue to provide long-term supports if needed. (10) For Group supported Employment, clients must have paid work or paid training. The total number of direct service staff hours provided to the group should be equal to or greater than the group's collective amount of individual support monthly base hours. lf the direct service staff hours are less than the collective amount, then the provider will be reimbursed only for the number of hours staff actually provided. ('1 1) Employment and day services must adhere to the Home and community Based settings (HCBS) requirements of 42cFR 441 530(a)(1), inctuding that: (a) The setting is integrated in the greater community and supports individuals to have full access to the greater community; Professional Services Agreement Page 23 (b) Ensures the individual receives services in the community to the same degree of access as individuals not receiving Medicaid HCBS; (c) The setting provides opportunities to seek employment and work in competitive integrated seftings; and (d) The setting facilitates individual choice regarding services and supports, and who provides them" 5. Quality Assurance & Evaluation, a. County On-Site Evaluation and Revlew: The County shall evaluate. and review serviies delivered to reasonably assure compliance and quality. The County shall conduct at least one on-site visit to each subcontractor during the biennium. The County shall malntain written documentation of all evaluations, recommendations and corrective action plans for each subcontractor, and reviews of on-site visits. Copies of such documentation will be provided to the DDA Office upon request. 6. Single State Medicaid Agency-DSHS. DSHS, as the single state Medicaid Agency, has administrative authority for Title XIX coverage of services for people with developmental disabilities per 42 CFR 431.10. Contractor only has responsibility for services covered in this agreement. 7. DSHS/DRW Access Agreement: The DRW February 27 ,20A1Access Agreement with the DDA is incorpoiated by reference. Contractor assures that it and its subcontractors have reviewed the Access Agreement. The agreement covers DRWs access to individuals with developmentaldisabilities, clients, programs and records, outreach activities, authority to investigate allegations of abuse and neglect, other miscellaneous matters, and is binding for all providers of DDA contracted services. S. CMIS Data System. The Contractor shall use the CMIS data system for all billing requests, service provider address and phone number maintenance, evaluation dates and to provide employment outcome information. The Contractor shall: a. Monthly provide all data described in the Billing lnstructions and in the Employment Outcomes lnstructions incorporated by reference. b. Assure integrity of data submitted to state. When data is submitted and rejected due to errors or later an error is identified, Contractor will correct and resubmit within thirty (30) days Professional Services Agreement Page24 ATTACHMENT ''8" COMPENSATION Compensation shall be based on actual services provided and is subject to funding, Only DDA approved services will be covered. 1. Gonsideration a- Approval of Fees - DDA Responsibility: The DDA Region shallapprove fees/rates being provided. The rate schedule (Attachment E) should align to a client's demonstrated acuity level. The County, on behalf of the Contractor, will submit afeelrate schedule with the initialcounty program Agreement (Attachment D), The County will submit on behalf of the Contractor an updated feelrate schedules to the DDA Region for approval as changes occur- b. Attachment D - Budget Budget amount listed in Attachment D - conrador may not exceed the state revenue dollar amount or the totial revenue dotlar amount indicated on the Budget attached to the program Agreement Attachment D). 2. Billing and Payment a. county Program Agreement Budget: The county shall pay contractorall allowable costs (wih the exception in Section 2e of this Attachment), as defined in the cunent DDA Budget Accounting and Reporting system (BARS) Manual Supplement. Fleimbursement for Fiscal Year (FY) costs shall not exceed the revenue for each of the FY's revenues listed in Attachment D: Exhibit B.However, with a program agreement amendment, the parties may increase or decrease the program agreement amount. b. Monthly lnvoices with Documentation: All requests for reimbursement by contractor for performance hereunder must be submitted in a manner designated by the County. c. Reimbursement of client services. A claim for each individual is made on the CMIS system documents by indicating the number of service units delivered to each individual listed and the fee per unit. A unit is defined as: An "Hour'' is at least fifty (50) minutes of direct service. partiar hour to the quarter may be recorded; or A "Day" is at least four (4) hours of direct service and will only be used in connection with Adult Day Care reimbursement; or Professional Services Agreement Page 26 Professional Services Agreement Page 25 A "Month" represents a defined tier rate which is documented range of service hours that correlate to a specific reimbursement for a month. d. Administration: The County will provide program administration. Administrative costs will not exceed those amounts designated for administration in Attachment D: Exhibit B. e. Contractor's billing must not exceed the allowable costs as provided in Section 2a of this Attachment. Contractor agrees to bill only for services provided and further agrees that such payments shall be full consideration for those services and the administrative duties required by this confact. t. Imeliness of and Modification to Billings: All initial invoices with documentation must be received by the DDA Region within srxty (60) calendar days following the last day of the month in which the seMce is provided. Corrected invoices and documentation will be accepted throughout the fiscal year as long as they are received within sixty (60) calendar days of the associated fiscal year unless an extension is approved by the DDA Regiona!AdminisFator or designee. Contractor shall provide all initial invoices to the County to submit to the DDA Region. Payment will not be made on any invoice submitted past the 60 calendar days of the contract fiscal year. g. Contracto/s compensation under this agreement shatl be limited to money's as provided in Section 2a of this Attachment. lf the County des not receive payment for any reason, it shall not be obligated to provide other funds and Contractor agrees that it will not receive payment" Contractor agrees to assist as needed to ensure that payment is received from DDA. 3' Duplicative Funding. lt is an expectation that all Clients a@ess DVR funding as a resource. Client services shall not be reimbursed underthis Agreement when the same services are paid for under the Rehabilitation Act of 1973by DVR, Public Law 94-142, or any other source of public or private funding. 4. Recovery of Fees: lf Contractor bills and is paid fees for services that DSHS or the County later finds were (a) not delivered or (b) not delivered in accordance with applicable standards, DSHS or the County shall recover the fees for those services and Contractor shallfully cooperate during the recovery. Professional Services Agreement Page27 ATTACHMENT "C' Proof of lnsurance The Contractor shall secure and maintain in effect at all times during performance of the Work such insurance as will protect Contractor, its Support and the Additional lnsured's from all claims, losses, harm, costs, liabilities, damages and expenses arising out of personal injury (including death) or property damage that may result from performance of the work or this Agreement, whether such performance is by Contraclor or any of its Sttpport. A copy of the additional insured endorsement must be submitted prior to entering into the contract so that the County may ensure that all insurance provided is occurrence-based, prlmary and non-contrlbuttlry. All insurance shall be issued by companies admitted to do business in the State of Washington and have a rating of A-, Class Vll or better in the most recently published edition of Best's Reports unless otherwise approved by the County. lf an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. The Contractor shall provide proof of insurance for: 1) Commercial General LiabiliW lnsurance-' tou."'T;;'#5Jti:1T#;nce per projecr . $3,000,000 project aggregate. $1,000,000 productrs & completed operations aggregate . c",io,,ll"tfl 3i331:ftfii:3'31i,.'?;:vertisin g inj u ry' ea ch orrense . The Certificate must name the County as additional insured as defined in the Agreement. All insurance provided in compliance with this Agreement shall be primary and non-contributory as to any other insurance or self- insurance programs affsrded to or maintained by the County.. Sixty (60) days written notice to the County of cancellation of the insurance PolicY. 2) Stop GapiEmpiovers Lia.bilitv,' t"'."T,:;'#5Jr":ff il3fi,,t. $1,000,000 disease - po'licy limit . $1,000,000 disease - each emPloYee. ThirtV (30) days written notice to the County of cancellation Professional Services Agreement Page 28 a of the insurance policy. 3) CommercialAutomobile Liabilitv lnsurance.. Automobile Liability for owned, non-owned, hired, and leased vehicles, with an MCS 90 endorsement and a CA gg46 endorsement attached if 'pollutants' are to be transported.. Coverage limits not less than:. $1,000,000 combined single limit. Thirty (30) days written notice to the County of cancellation of the insurance policy. 4) Workers' Compensation.. Workers'Compensation in amounts required by law 7) ProfessionalLiabilitv, Professional Liability lnsurance covering professional errors and "' i''?i];3ffi1s?:7s;15;::de th e fo ilowi ns m i n im u m rim its : " $3,000,000 project aggregate. lf insurance is on a claims-made form, its retroactive date, and that of all subsequent renewals, shall be no later than the effective date of this Agreement.. Sixty (60) days written notice to the County of cancellation of the insurance policy. Contractor shall furnish the County a certificate of insurance with Endorsement as evidence that policies providing insurance required by this Agreement are in full force and effect. Contractor hereby waives all rights of recourse, including any right to which another may be subrogated, against Kittitas County for personal injury, including death, and property damage. Contractor's insurance policies required above shall be primary insurance and shall be non-contributing with any other insurance maintained by Kittitas County. The Contractor shall assume full responsibility for all loss or damage from any cause whatsoever to any tools, Contractor's employee-owned tools, machinery, equipment, or motor vehicles owned or rented by the Contractor, or the Contractor's agents, suppliers or contractors as well as to any temporary structures, scaffolding and protective fences. The Contractor shall have sole responsibility for ensuring the insurance coverage and limits required are obtained by subcontractors. NOTE: No contract shall form until and unless a copy of the Certificate of lnsurance with Endorsement, properly completed and in the amount required, is attached hereto. Professional Services Agreement Page29 ATTACHMENT':D': Program Agreement between DSHS and the County for DDA County Services Professional Services Agreement Page 30 ATTACHMENT'E'' Program Activity Level and Payment Rate Schedule Kittitas County-Department of Developmental Disabilities 2020--2021 Contract Rate Schedule Individual Employnent (IE) $75.00 per service hour Group Supported Employment (GSE) $53.00 per service hour Community Inclusion (CA) $35.00 per sewice hour Professional Services Agreement Page 31 \