HomeMy WebLinkAboutPSA EntrustDocuSign Envelope lD: ZFBBA023-2C51 _4D27-A6I2-C4800648D734
This ProvisionalAgreement is made by and between Kittitas county (hereinafter.the3#ily.ti:g,T:J"J :ifi ;;*v ;ervices oil;;#,icontractor,,)'rhe county ano
General Conditions; Attachment A (Scope of Work); Attachment B(com pensation ); Attachr"nl c rp.;i "iffi[1cg). nlta chment D (prog ramprovisionar Agreement r."^q::l i;;!tv'";ni. osrs for DeveropmentarDisabilities county services, inctuding eriiori. A. and B, which incorporatesthe DsHS and bounty p.uirion"i"nT,.l,n'"nt on Generar rerms andcond itions by referencei; nttactrnreri a iFCrJm Activity Lever an d paymentRate Schedule)
::iffiilI;j are attached hereto and incorporated herein by this reference as fury as if
The term of
-this
provisionar Agreement shail commence on the Jury 1, 2021 andcontinue untir June 30,2022,;;d. d;rjngtgo ;;;i";';igirlo"g herein. Any party mayterminate this Provision"r-Abi."-ti"ni'1v_
o-'y11g ihirty iidr"o.v, notice in writing eitherpersonally delivered-or maile-d nott g"-pr"paidty ."rtir]"i'rir, return receipt requested,to the party's last known aooressJo'r-in'e f,rrpo."r-of givini notrce under this paragraph.
contractor"tl,lyllg":
?.ng by signing this provisionatAgreement agrees that thelndemnification orovisions set forth in Fi:?g*n: z trnoep-enfnt contracto-r;, s (Taxes),15 (Defense and' rndemnity provisionrrn!r"u1g
lt),?2rpr6nvcopyright rnfringement) and;', [?:,lt',fJ#[] ffil:5ilidff v ea rt or th ii Fiiii.,:on. r Asft ;il ; ; i
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la?$WTNESS WHEREOF the parties have executed this provisionarAgreement this2021.of
APPROVED:
ENTRUST COMMUNITY SERVICES BOARD OF COUNry COMMISSIONERS
KITTITAS COUNry,DocuSigned by;
S
I}u 6aulh-
Tom Gaul ke
nt9tg natory B rman
ABSENT
Print Name of Signatory Laura Os iadacz,n
Cory Wright,Comm issionerItlrilill
Attest:
,
rd
)1 t--)
Contractor Address:
Entrust Community Services
PO Boxg727
Yakima, WA 9g909_0727
Project Contact:
Tom Gaulke
Chief Executive Director
Profes_sional Services provisional AgreementPage 2
of
Project Contact:
Kasey Knutson
County Coordinator
County's Address:
Kittitas County
205 West Sth Avenue, Suite 10g
Ellensburg, WA 9g926
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4 Definitions
4.1
GENERAL CONDITIONS
1. Scope of Contractor,s Services:
uontractor agrees to provide to the county seruices gnd any materials set forth in the projectnarrative identified in Attachment'A" during the Provisionringr."ment period. No materiar,F:?';iliilJf:#ll,* rurnished ov tn" corniv, uii"], ot"*ise'provioeJ-ror in tne
This Provisional Agreement is entered into between contractor and the county. ltspurpose is to provide a coordinated and comprenlnsivJ'tocat program of services forpersons with developmental disabilities and to fulfiil the county,s responsibilities inAttachment "D". This provisif"r;g;r.".iir.rr#i'ri"Lr"nt.
of the DeveropmentarDisabilities Administration within otlrs tnereinartei;oin,l responsibirities from theattached program
_provisionat Agreement despite oon not being a party to thisProvisional Agreement. 'r'--'
? Performance of Work:
uontractor shall oerform work in accordance with, and shall comply with, all of the provisionsof this Provisional Agreement' All work shall comply with applicable laws, codes ordinancesand Provisional AgrJer.ni..' ' r'|! "v' '\ s'
3. .Schedule of performance:
unless directed otheruvise by the countv, cgnhactor shail perform the work in accordancewith any schedures made a part or tn,r Frouisionar Agreement.
"Additionar rnsured's" means the county, its successors and assigns, andthe respective directo^rs, officers,
"n,prJ),""r, agents and representatives ofthe County and its successors and assigns
4.2
4.3
"subcontractor'' is any service provider or other vendor contracted by thecontractor to provide .on.urar'rariaa, o,' any other work for the purpose ofmeeting the contractor's obrigations unoer tnis provrsion.i Igre"r"nt.
"support" means the foilowing: contractor,s directors, officers, emproyees,agents and representatives; ano suu-contractors of any tier; the respectivedirectors, officers, e.mployees, rg;ntr Lnd representatives of these sub_contractors of anv tl"r; ino rn),"otn"r_person or entity acting under thedirection or controi of,.or on o"rtLrioilcontractor or any contractor,s sub_contractors of any tier in connection wiln or incident to the performance of theWork or this provisional Agreement.
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4.4 The "work" means ail of the duties risted in Attachment ,,A,, and thepefformance of ail other obrigations, under this provirionri ngr"ement byContractor or its Support.
Alldefinitions listed in Attachment D, section 1 are incorporated by referenceinto this Provisionar Agreement, witn tne exception of ,,subcontractor,,.
4.5
5.
Payment to the Contractor for services ren dered under this provisional Agreement shall beas set forth in Attachment',8". Where Attachment "B" requires pa yments by the County,payment shall be based u pon billings, supported un less othenruise provided in Attachment"8", by documentation of units of work actually performed and amounts earned, includin gwhere appropriate, the actualnumber of days worked each mon th, total number of hours forthe month, and the totaldollar payme nt requested. Unless specifically stated in Attachment"8" or approved in writing in advance by the Kittitas County Board of Commissioners, theCounty will not re imburse the Contractor for a ny costs or expenses incurred by theContractor in performance of this Provisional Ag reement.
where required, the county shall, upon r:g"iql of appropriate documentation, compensatethe contractor, no more often than'monthty,'tnrouifi t-n!"6ounty voucher system, for thecontractor's service pursuant to the tee scrreour" .Jt tortn r-n Attacnment ,,B,,.
6. Assignment and Subcontractino:
No portion of this prouisonal AgEement may.be assigned or subcontracted to any otherindividual, firm or entity without t-he "*pi".r and prior *iltt"n approvat of the county.
6' 1 contractor recognizes that under the attached Attachment D the countyhas obligations relative to subcontm.ti;;il;t may effect this provisionatAgreement.
6'2 Any assignments of indirect services entered into by contractor shallensure that all applicable terms and conditions of tnis provisionat
Agreement will be met. contractor remainsiesponsiule for allworkperformance as detaired in this provisionaiAgreement.
7. ln_dependent Contractor:
I he contractor's services shall be furnished by the contractor as an independent contractorand nothing herein contained shall be conitrued to create a relationship of employer-employee or master-servant,.but all payments made hereunoer and all services perlormedshall be made and performeo pursuinito this Provisional Agreement by the contractor asan independent Contractor.
The contractor acknowledges that the entire compensation for.this provisionalAgreementis specified in Attachment "8" ano tne contractor ii-noi
""i'iled to any county benefits
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including, but not limited to: vacation pay,.holiday pay, sick leave pay, medical, dentar, orother insurance benefits, or any other- iigr'ts ;'prilr"g"r aroroe'o to Kittitas countyemployees.
contractor will defend, indemnifu and hold harmless the county, its Additional lnsured,s,officers, agents or employees irom any.loss or
"*panaa,
including but not limited tosettlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims ordemands because of breach of the provisions of tnis paragopn
8. lrlo Glarantee of Emplovment:
The performance of att oipirt & this Provisional Agreement by the contractor shall notoperate to vest any employment rights whatsoever ino snaii not be deemed to guaranteeany employment of the contractor or any employee of the contractor or rnv rro-dontractoror any employee of any sub-contractor -by
the iounty
"t
tn" pr"""nt time or in the future.
9. Taxes:
The contractor understands and acknowledges that the county will not withhold Federalorstate income taxes..,where requireo oy state or Federal law, the contractor authorizes thecoun$ to make withholding tdl any taxes other than income taxes (i.e. Medicare). Allcompensation received by the contractor will be teporteJlo the lnternal Revenue serviceat the end of the calendar year in accordance with fie appilaore tRS regulations. lt is theresponsibility of the contractor to make the necess"rv
"s[r"ted tax payments throughoutthe year, if any, and the contractor is solely- riaore-i6r anv ilx oofigation arising from thecontractor's performance of this Provisional Agreement. ine contractor hereby agrees toindemnify the county against any demand to p-ay taies arising from the contractor,s failureto pay taxes on compensation earned pursuant io this provisionalAgreement.
The county will pay sales and use taxes imposed on goods or services acquired by thecounty hereunder as required by law. The contra.ior"rr.t pay all otner iaGs including,but not limited to: Business and bccupation Tax, taxes orrlo on tne contractoi,s gross ornet income, or personal property to which tne countv Jo". not hold tifle. The county isexempt from Federal Excise Tax.
10 Eequlations and Req nt:
This Provisjonal Agreement snarr oe subject to all laws, rules and regulations of the unitedstates of America, and state of washington, and p6riti.rr subdivisions of the state ofwashington and to any other provisions sei rortn herein or in the attached Attachments.
1 1. Riqht to Review:
This contract is subject to review by any Federal or state auditor. The county or its designeeshall have the right to review an'o m'onitor the financi"i rno service components of thisprogram by whatever means are deemed.expedient ov tn" bornty. such review may occurwith or without notice, and may include, out is noiliriit"J tll on-"ite inspection by countyagents or employees, inspection of all records or other materials which in" County deems
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pertinent to the ..Provisional Agreement and its performance, and any and allcommunications with or evaluation by service recipients under this provisional Agreement.The contractor shall preserve and m'aintain all financial records and records relating to theperformance of work under this ProvisionalAgreement for 6 years after contract termination,and shall make them available for such review, within Kittitas County, State of Washington,upon request.
11'1 Recor.ds Maintenanee: For six (6) years, unless othenrvise stated herein,following the termination of this Provisional Agreement, Contractor shallmaintain records that are sufficient to:
i) oocument the performance of ail acts required by raw,
regulation, or this provisional Agreement;
ii) Substantiate Contractor's statement of its organization,s
structure, tax status, capabilities, and perforrirance;
iii) Demonstrate accounting procedures and practices whichsufficiently and properry document contractor,s biilings to thecounty and ail expenditures made by the contractor"to perform
as required by this provisionalAgreement,,
iii) Ascertain that personnel policies, procedures and practices arein compliance with this provisionaiAgreement; anj
v) Ascertain that all taxes and insurance required by State andFederal law and this provisionalAgreement were paid byContractor
11'2 Rioht of lnspection. Contractor shall give access to its facilities andrecords to.the county, its officers, emproyees or agents, and to any otherauthorized officer, employee or agent of ine state -or wasningion or theUnited States at all reasonable times. Authorized persons snilt nave tneright to examine Contractor's performance and financial records andperform other activities to determine Contractor's complian." *itn tn"terms of this provisional Agreement.
11 '3 Notice..of lnspections. The Contactor shall verbally notifi the Countyimmediately of any inspections, audits, accreditation, oiprotrgm reviewsof services by any individuar, agency, or governmentar unit,lnd topromptly provide the County with copies of any written reports of suchinspections, audits, accreditation or program reviews.
12. Modiflcations:
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12.1
12.2
12.3
12.4
12.s
Either party may request changes in the provisionalAgreement. Any and allagreed modifications shalr be in writing, signed ov "".i of the parties.
The county may, at any time, by written notice thereof to contractor (,,changeNotice") makes changes in {he work within the generar scope of thisProvisional Agreemen(. in.cruding, but not rimited to: (a) changes in, revisionsto, substitutions for, additions t6 or deretions or any w"ik; (b) changes inschedule; and (c) accereration, decereration
"i *rp.,l.'.ioi'ot p".ro^ance ofany Work.
lf any change in the work causes an increase or decrease on contractor,scost of, or the time required for, performance of the work, an equitabreadjustment in the compensation to contractor and in the schedure for theperformance of the work shail be made to refreci .r.n-an increase ordecrease.
Notwithstanding any {yyte.or deray in arriving at a mutuary acceptabreequitable adjustmenl contractor shail proceed in-accordance witn ail changeNotices. contractor must, .within tnirtv ?sol o"v, itt"i r"."6i
", any changeNotice that does not set forth rny
".."piroie adjustment, ,r[rit to the countya written statement setti ng forth' a ny rbrr"tr
".1 .r; ;;;;. """''
lf any change resurts in a decrease in the work performed, contractor shailbe entitled to compensation associated with changing the work, such asrevising design arready compreted, revising catcutaioni
"ii".oy performed,and revising documents.
1-3. Termination for Defqul-t:
lf the contractor oetautts oy failing to perform any of the obligations of the provisionalAgreement, including compliance wi-th section 4a "scope oi*orr,,by the required timeframe,violating any law, regulation, rute or oroin"n."
"ppfi"Jo-r" io flri. provisionalAgreement, orbecomes insolvent or is declared bankiupt or commiis any act of bankruptcy or insolvencyor makes an assignment for the benefit of creditors, in" corntv may, by depositing writtennotice to the contractor in the u.s. mail, postage pr"p"io, terminate the provisionalAgreement' and at the, Qorlnty's option, obtarn p"rr6*!n.:" of the work elsewhere. lf theProvisional Agreement is terminaieo ior oerault, the conir""to' shall not be enti'ed toreceive any further payments under the,Provisio;;fAgr;;;nt untit ail work cailed for hasbeen fully performed' nny extra .ott Lrorrrg" toln.t"r.i1l r"rrrting from such default(s)shall be deducted from any money due or coming due to thL contractor. The contractorshall bear any extra expenses incurred by th; c"rrtv-ir completing the work, and alldamage sustained, or which may be susiaineo by the county by reason of such default.
lf a notice of termination fordefault has been issued and it is laterdetermined forany reasonthat the contractor was not in default, the rights and obligations of the parties shall be the
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same as if the notice of termination had been issued pursuant to the Termination for publicConvenience paragraph hereof.
14 T=ermination for publ@:
The county may terminate tne proveional Agreement in whole or in part whenever theCounty determines, in its sole discretion that sJch termination is in the best interests of thecounty whenever the Provisional Agreement is termlnateo in accordance with thisparagraph, the Contractor shall be entitled to payment for actual work performed at unitcontract prices for completed items of work. ln ine event of such termination, an equitableadjustment shalr be made in the compensation payable to contractor.
An equitable adjustment in the contract price for partially completed items of work will bemade, but such adjustment shall not include provision toi r'oss of anticipateopiotit on deletedor uncompleted work. Termination of this Piovisional Agreement by the County at any timeduring the term, whether for default or convenience, shaTl not constitute a breach of contractby the County.
15 . lf the funds upon which thd County retied toestablish.any Program prwisionat Rgreement are withdrawn, reduced or limited, or ifadditionalor modified conditions are plJced o-n such runoing, tne county may terminate thisProvisional Agreement by.providing at least fifteen trsl caienoar days written notice to thecounty The termination shall be ertective on the J.i" Jp""ined in the notice of termination.
jo:TheContractoragreestoa@nifyandholdharmlesstheCounty,its
Additional lnsured's, appointed and elective omceri
"g"nt. and employees, from andagainst all loss or expense_, including but not limited io ffir"nts, setgements, attorney,sfees and costs by reason of any ano Itt claims and demanJr"rpon the county, its Additionallnsured's, its elected or appointed officials,. agents, ;r';;loy"es for damages because ofpersonal or bodily injury, including death at a-ny time resuiting tnerefrom, su"stained by anyperson or persons and on account of damage to property i-ncluding ro..-oi ur" thereof,whether such injury to persons or damage__io property is oue to ine ;;grig;;;" of thecontractor, its sub-contractors, its electedlfficeis, "rptyl". or their agents, except onlysuch injury or damage as shall have been occasioned oy fiie sole negligence of the county,its Additional lnsured's, appointed or electe.cl officials, agents, or employees. lt is furtherprovided that no liability shall attach to the County o1l r"5ron of entering into this contract,except as expressly provided herein,
17. lndustrial lnsurance Waiver:
with respecf to the performance of this ProvisionalAgreement and as to claims against thecounty, its Additional lnsured's, officers, agents and-employees, the Contractor lxpressly
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The Contractor represents and warrants to the County as follows21.1 The Contractor is d uly incorporated, validly exi sting and in good standingunder the laws of the State of Washington, a nd has all requisite corporatepower and autho rity to enter into and to perform its obligations under thisProvisionalAgreement.
waives its immunity under Title 51 of the Revised Code of washington, the lndustriallnsurance Act, for injuries to its employeeg and agrees that the obligations to indemnifu,defend and hold harmless provided in tnis proviJional Afreement extend to any ctaimbrought by or on beha.lf of any employee of the contraJtor. This waiver is mutuallynegotiated by the parties to this provisionalAgreement.
18. Venue and Choice of Law:
ln the event that any litigation should arise concerning the construction or interpretation ofany of the terms of this P-rovisional Agreement, the veriue of such action of litigation shall bein the superior court of the state of washington in and for the county or'rittitr. ThisProvisional Agreement shail be governed by th? raw of the state or washington-
19. Wthholding payment:
ln the event the Contractor has failed to perform any obligation to be performed by theContractor under this Provisional Agreement within the tirie set forth in this provisional
Agreement, then the County may, upLn written notice, witnrroio allmonies due and payableto Contractor, without penalty, until such failure to performii cureo or otherwise adjudicated.
20. Future Non-Allocation of Funds:
lf sufficient funds are not appropnated or allocated for payment under this provisional
Agreement for any future fiscal period, the County will not'G obligated to rik" paymentsfor services or amounts incurred after the end of the current fiscal period. No penalty orexpense shall accrue to the county in the event this provision applies.
21
21'2 The Contractor has the authority to execute this provisional Agreement, tomake the representations and warranties set forth in it and to [erform tfreobligations of the contractor under this provisional Agreement inaccordance with its terms.21'3 The Contractor is a qualified service provider and is authorized to provideconsumer services and additional consumer services.21'4 This ProvisionalAgreement has been validly execuied by an authorizedrepresentative of the Contractor and constitutes a valid and legally oinJingand enforceable obligation of Contractor.21'5 The Contractor has or will obtain prior to the commencement date suchlicenses, permits and other authorizations from federal, state and othergovernmental authorities, as are necessary for the performance of itsobligations under this provisional Agreement.
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21'6 The Contractor is not in violation of any applicable law, ordinance orregulation the.consequence of which witt br" may mateiially affectContractor's. ability to perform its obligations under this provisional
Agreement. The Contractor is not suoiect to any order or judgment of anycourt, tribunal or governmentalagency which miterially
"no
ilu"r.elvaffects its operations or assets inlhe State ot Washinglon, oi lt" ability toperform its obrigations under this provisionar Agreemint. '
21'7 None of the representations or warranties in tnis provisional Agreement,and none of the documents, statements, certificates or schedulesfurnished or to be furnished by Contractor pursuant hereto or inconnection with the performance of the obligations contemplateo underthis Provisional Agreement, contains or will-contain ,ny unirr" statementof a material fact or omits or will omit to state a materiil fact necessary tomake the statements of fact contained therein not misteaO'ng.-
22. PalsnVCopvrioht tnfrinoement:
Contractor will defend ano inoenrrury the county from any claimed action, cause or demandbrought against the county; to the extent such iction is based on the claim that informationsupplied by the contra.ctor infringes any patent or copyrijnl. The contractor will pay thosecosts and damages attributablsto any such claimd inr't are flnally awarded against theCounty in any action. such defense and p"yr"ni.
"r" *noitioned upon the following:221 Contractor shall be notified promptly in writinj oy county of any noii." of suchclaim.22'2 Contractor shall have the right, hereunder, at its option and expense, to obtainfor the 9.oyltv the right to tontinue using the information, in'tne-event suchclaim of infringement is made, provided -no reduction in perroimance or lossresults to the County.
23. Disputes:23.1 Genergl
Differences between the Contractor and the County, arising under and byvirtue of the Provisional Agreement Documents shall be
-brought to theattention of the County at the earliest possible time in order that suin mattersmay be settled or other appropriale action promptly taken. Except for suchobjections as are made of record in the manner hereinafter specified andwithin the time limits stated, the records, orders, instructions, and'dlcisions ofthe Kittitas County Commissioners shall be final and conclusive.
23.2 Notice of potentialClaims
The Contractor shall not be entitled to additional compensation whichotherwise lay be payable, or to extension of time for (1) any act oi failure toact by the County, or (2) the_happening of any event or occurrence, unlessthe Co-ntractor has given the County a tiritten Notice of potential Cr"ir withinten (10) days of the commencement of the act, failure, ot
"uuni
gring rise to
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the claim, and before final payment by the County. The written Notice of
Potential Claim shall set forth the reasons for which the Gontractor believes
additional compensation or extension of time is due, the nature of the cost
involved, and insofar as possible, the amount of the potential claim. Contractor
shall keep full and complete daily records of the work performed, labor and
material used, and allcosts and additionaltime claimed to be additional.
23.3. Detailed Claim
The Contractor shall not be entitled to claim any such additional
compensation, or extension of time, unless within thifty (30) days of the
completion of the portion of the work from which the claim arose, and before
flnal payment by the County, the Contractor has given the Couniy 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 tb Oe Oue.
24. Ownership of ltems produced:
All writings, programs, data, public records or other materials prepared by the Contractorand/or its consultants or sub-Contractors, in connection with performance o'f this provisional
Agreement shall be the sole and absolute property of the county andlor DSHS.
25. Confidentialitv:
The Contractor, its employees, Sub-Contractors, and their employees shall maintain theconfidentiality of all information provided by the County or DSHS or acquired by theContractor in performance of this ProvisionalAgreement, except: 1) as provided below, 2)upon the prior written consent of the Kittitas County Prosecuting Attorney; or 3) upon anorder e_ntered by a qourt_after having acquired jurisdittion over thJCounty.'iontractor shallimmediately give to the County notice of any jubicial proceedings seekingdisclosure of suchinformation. Contractor shall indemnify and hold harmlesi the County, its Additionallnsured's, officials, agents or employees from all loss or expense, including, but not limitedto settlements, judgments, setoffs, attorneys' fees and costs resulting fr;m Contractor's
breach of this provision.
25.1 The Contractor shall not use, publish, transfer, sell or othenruise disclose any
Confidential lnformation gained by reason of this Provisional Agreement forany purpose that is not directly connected with the performlnce of the
services contemplated hereunder, except:
25.1.1 As provided by law; or
2512[,1ffi
;::::J|"#itr!5J:JT:i?:,::fil,:ffs,,9[ft :T'llJi,""iJ:;
who is the subject of the personal information.
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25'2 The Contractor shall protect and maintain all Confidential lnformation gainedby reason of this Provisional Agreement against unauthorized use, access,discrosure, modification or ross. Th,.r duty;ilir""in" contractor to emproyreasonable security rneasures, which
-include
restricting access 1o'' tn"Confidential I nformation by:
25'2'l Allowing access only to staff that have an authorized businessrequirement to view the confidentiar information.
25.2.2 Phys_icaily.securing any computers, documents, or other mediacontaining the Confidential lnformation.
25'2'3 Ensu.re..the.security of Confidential lnformation transmitted via fax(facsimire) .by verifying the recipient pnone number to preventaccidental transmittal of Confidential lnformation to unautioiizeopersons.
25.2.4when. transporting six (6) to one hundred forty nine (149) recordscontaining Confidential lnformation outside a Seture nrL,io on" or.more of the following as appropriate:
25.2.4(1) Use a Trusted System
25'2.4(2) Encryptthe confidentiar rnformation, incruding:
25.2.4(2)(i) Emait and/or emait attachments.
25.2.4.(2)(ii) confrdentiar rnformation when it is stored onportable devices or media, including but not timited tolaptop computers and flash merory-devices.
25'2'5 when transporting one hundred fifty (150) records or more containingconfidential rnformation outside
- a secure Area refer to therequirements in Attachment D, Exhibit A: Data Security nequiremenis.
25'2'6 Send paper documents containing Confidential lnformation via aTrusted System
25'3 To the edent allowed by law, at the end of the provisional Agreement term,or when no longer needed, the parties shall return Contioentiai rntormaiion orcertify in writing the destruction of confidentiat lnrormation upon writtenrequest by the other party.
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25.4 Paper documents with Confidential lnformation may be recycled through a
contracted firm, provided the contract with the recycler specifies thal the
confidentiality of the information will be protected, and the information
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 loss and comply with any
notification or other requirements imposed by law.
26. Notice.
Except as set forth elsewhere in the Provisional Agreement, for all purposes under this
Provisional Agreement, except service of process, notice shall be given by the Contractor
to the department head of the departmentforwhom services are rendered, and to the Kittitas
County Commissioners, 205 W 5th Ave, Suite 108, Ellensburg, WA 98926. Notice to the
Co_ntractor for all purposes under this Provisional Agreement ihall be given to the address
19[ected on the signature page. Notice may be given by delivery or-by depositing in the
U.S. Mail, first class, postage prepaid.
27. Severabilitv:
lf any term or condition of this Provisional Agreement or the application thereof to anyperson(s) or circumstances is held invalid, such invalidity shall not affect other terms,
conditions or applications which can be given effect without the invalid term, condition orapplication. To this end, the terms and conditions of this Provisional Agreement are
declared severable.
28. Miscellaneous:28.1 The County's failure or delay to insist upon strict performance of any of the
provisions of this Provisional Agreement or to exercise any rights or remedies
under this Provisional Agreement shall not be construed 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 instance; rather the same
shall be and remain in fullforce and effect.28'2 This Provisional Agreement embodies the entire Provisional Agreement
between the County and Contractor, and supersedes any and all prior
Provisional Agreements, regarding the Work. No change, amendment or
modification of any provisions of this Provisional 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
ProvisionalAgreement are in addition to and do not in any way limit any other
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rights of remedies afforded to the County by any other provisions of thisProvisionalAgreement, by any of contractor,s-support or by law.28'4 The headings of sections and paragraphs of this provisionaiAgreement
are for convenience of reference only and are not intended to rlstrict,
affect or be of any weight in the interpretation or construction of theprovisions of such sections or paragraphs.
29. Waiver:
Waiver of any breach or condition of this Provisional Agreement shall not be deemed awaiver of any prior or subsequent breach. No terms-or conditions of this provisional
Agreement shall be held to be waived, modified or: deleted except by an instrument, inwriting, signed by the parties hereto.
30. Survival:
The provisions of paragraphs T, g, 1 1, 19, 14, 1 S, 1 6, 17, 1g, 19, 20, 21, 22, 23, 24, 25, Zg,31, and 32, shall survive, notwithstanding the termination or invalidity of inis'provisionalAgreement for any reason.
31. Nondiscrimination:
31.1 The County is an equal opportunity employer.
31.2 Nondiscrimination in Emplovment
ln the performance of this ProvisionalAgreement, theContractorwill
not discriminate against any employee or applicant for employment onthe grounds of race, creed, coror, nationar origin, sex, sexuat
orientation, marital status, age or the presence of any sensory,mental or physical handicap; provided that the pronibition againstdiscrimination in employment because of handicap shall not apply ifthe particular disability prevents the proper perfoimance of theparticular worker involved. The Contractor shall ensure that applicantsare employed, and that employees are treated during employment
without discrimination because of their race, creed, col-or, national
origin, sex, sexual orientation, marital status, age or the presence of anysensory,.mentalorphysical handicap. Such action shall include, butnot be rimited to: emproyment, upgrading, demotion or transfers,
recruitment or recruitment advertising, layoff or termination, rates of payor other forys of compensation, and programs for training including
apprenticeships. The Contractor shall take such action wit[ respect tothis ProvisionarAgreement as may be required to ensure fullcompliance with local, state and federal laws prohibiting
discrimination in employment.
31.3 Nondiscrimination inServices
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The contractor will not discriminate against any recipient of any servicesor benefits provided for in. this.Provisi6natAgreement on the grounds ofrace, creed, color, nationalorigin, sex, sexuai-orientation, rn"iit]"'t'rt"trr,age or the presence of any sensory, mentar or physicar h;.d,;;;
31'4 lf any assignment and/or subcontracting has been authorized by thecounty, said assignment or subcontrait shail incrudu-,pprop'ri.t"safeguards against discrimination. The Contractor shall take suchaction. as may be required to ensure fuil compriance with theprovisions in the immediatery preceding paragraphs herein.
32. Prevailin,q Waqe:
contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanicsemployed in the performance of a-ny part of th]e work in acloroance with Rcw gg.12and the rules and regulations.of the Department of Labor and lndustries. The scheduleof prevaiting wases rates for the locality ;r 6;"liG. ;iilel,rrort is determineJoy tnelndustrial Statistician of the Departmenl of Labor ano tnJusiries. lt is the Contractor,sresponsibility to verifi7..the applicable prevailing wage r"G.'lt is understood that thecontractor is responsible for'obtainint and co-mpreiing ;it requireo government formsand submitting same to the proper auihorities.
Disputes regarding prev.ailing wage rates shall be referred for arbitration to the Directorof the Department of Labor ano tnoustries, The arbitration decision shall be final and
:!^,,Til!"
and binding on all parties involved in tne oispuiJas provioed for ov icw
33. Debarment Certification.
The Contractor certifies that it:
33' 1 ls not presently debarred, suspended, proposed for debarment, declaredineligible or voluntarily excluded from covereo-transactions ov lnv Federaldepartment or agency.33'2 Has not within a tnree-year period preceding the execution of this contractwith Kittitas county, been convicted of or hai a civiljudgment i"nj"r"oagainst them for commission of fraud or a criminat oitenie in connictionwith obtain,ing, attempting to obtain, or performing a pubric o, piiuri"Provisional Agreement oi transaction, violation of Federal or Stateantitrust statutes or commission of embezzrement, theft, forgery, bribery,farsification or destruction of records, mat<in! ratse statemen"tr,i;;evasion, receiving stolen property, making tItsl ctaims, or obstruction ofjustice.
33'3 ls not presently indicted for or othenuise criminally or civilly charged by agovernmentar entity (Federal, state, or local) wifii commis;io;-;i;;y ofthe offenses enumerated in paragraph 33.2 of this section.
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33'4 Has not within a three-year period preceding the preceding the executionof this contract with Kittitas County had one-or more publiJtransactions
(Federar, state, or rocar) terminated for eause of defaurt.
34' frgatrnent of Clieni Prooertv. The Contractor shall ensure that any adult clientreceiving services from the Contractor under this ProvisionalAgreement hasunrestricted access.to the client's personal property. The Cont-ractor shall not interferewith any adult client's ownership, possession, or uie of theclient's property. Tnecontractor shall provide clients under age eighteen f r gl witn reasonable access to theirpersonal property that is appropriate to ine ctient's age,'development, and needs. Upontermination or completion of the Provisional Agreemini, tn" Contractor shall promplyrelease to the client and/or the client's guardia-n or custodian all of the client,s personalproperty' This section does not prohibii the Contractor from implementing such lawfuland reasonable policies, procedures and practices as tne Contractor dee-ms necessaryfor sgfe, appropriate, and effective service delivery ttoi example, appropriatelyrestricting clients' access to, or possession or rc" oi,'t"*tuior untawfut'weapons anddrugs).
gs l!flg-tg L!9!edy- .Title to.all property furnished or purchased by the County for useby the Contractor during the term oi tnii Provisional Agreement shall remain with theCounty. Title to all property purchased or furnisheJ ny-tne contractor for which theContractor is entitled to reimbursement by the countylnoli tnis provisional Agreementshall pass to and vest in^the County. The Contractoishall take reasonabte stJps toprotect and maintain all County property in its possession against loss or Jamige anoshall return county property to the county upon termination or expiration of thisProvisionalAgreement pursuant to which it was purchar"O or furnished, reasonablewear and tear excepted.
36, Subrecipient Requirements.
36' 1 General. lf the Contractor is a subrecipient of federal awards as defined byoffice of Management and Budget (oMB) Circutar A-133, the Contractor shail:
(1) Maintain records that identify, in its accounts, all federal awardsreceived and expended and the federal programs under which they werereceived, by Catalog of Federal Domestic Aisistance (CFDA)ti1e andnumber, award number and year, name of the federar ,g"n.y, ind nameof the pass-through entity;
(2) Maintain internal controls that provide reasonable assurance that theCounty is managing federalawards rn compliance with laws, regulations,and provisions of contracts or grant Provisional Agreements'tha-t coutdhave a materiar effect on each of its federar programs;
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(3) Prepare appropriate financiar statements, incruding a schedure ofexpenditures of federal awards;
(4) lncorporate oMB Circular A-133 audit requirements into all provisional
Agreements between the Contractor and its Subcontractors who are subrecipients;
(5) compry with any future amendments to oMB circurar A-133 and anysuccessor or replacement circular or regulation;
1q1!_o1ntv with- the appricabre requirements of either 2 cFR part225(oMB circurar A-87) or 2 cFR part zgo tonrre c-irlu Er A-122),;;;;ysuccessor or replacement circular or regulation as applicablei and
(7) Comply with the omnibus Crime Control and Safe Streets Act of 196g;Tite Vt of rhe Civil Righrs Act of 1e6+; Seciio. so+ Jnl nir"nloiiitrtiir",Act of 1973; Title ll of the Americans with Disabilities Act of 1990; Tile lXof the Education Amendments of l gzz; ihe Age oJscrimination Act of1975; and The Department of Justice Non-Dis-crimination Regulations at28 cFR part42, subparts c. D, E, and G, ano ie crn parts 3s and 3g.(See http://www ojp. usdoj. gov/abouuom."Jo"r. trt'i ror .Joitio*l' - --
i n fo rm ati o n a nd a ccess t6 ine ato rem entio n"J r"o
"
iri ;;;;;;''regulations.)
36 z sinqle 4,udit Act comp . rf the contractor is a sub recipient andexpends $500,000 or more in federarawards from ail sources in any fiscar year,the county shall procure and pay for a single audit or r p.grcr-specific audit forthat fiscal year. Upon compretion of each Eudit, tne coriractor shail:
(1) submit to the county conlact person, risted on the first page of theProgram provisionar Agreement, the data coilection for,.n
"no-rlportingpackage specified in oMB circuiar A-133, reports required by theprogram-specific audit guide (if applicable), and a copy of anymanagement letters issued by the auditor; and
(2) Follow-up fld_leyerop corrective action for ail audit findings, inaccordance with oMB circurar A-1 33, and prepar.
",,srr*Jry' schedureof Prior Audit Findings.,'
36.3^QtherAudit. tf the contractor is not subject to an oMB circular A_133 audit,the contractor shail provide to the county a cpA ,rJit o1. CpA review within 1g0days of the subcontractor's fiscar year end. The scope or tne audit or reviewshall include the entire operation ind related regar e-'ititv,'be in accordance with
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Generally Accepted Accounting principles (GAAP), and include a management
letter that addresses any audit findings.
36.4 ovgrBavments. lf it is determined by the county, or by DSHS, or by anauditor during the course of a required audit, that the Contractor has been paid
unallowable costs under any applicable program provisionalAgreement, rjsnsorthe County may require the Contractor to reimburse DSHS in accordance witheither2 cFR Part225 (oMB circularA-87) or2 cFR part230 (oMB circutarA-
122), as applicable.
37' Order of Precedence. In the event of an inconsistency in this provisional
Agreement and any Attachments, unless othenryise provicied herein, the inconsistencyshall 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 ProvisionalAgreement on Special Terms and Conditions(lncorporated by ref€rence in Attachment D);
37'3 Attachment D: DSHS and County Program ProvisionalAgreement on DDACounty Services;
37.4 This Provisional Agreement.
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c.
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 theDDA pursuant to chapter 388-823 wAC (Etigibitity) and chapter g'8a-azs wnc(Service Rules). Only persons referred oy oon shail be eligiole for direct Clientservices under this Program Provisional Agreement. lt is DbA's responsibility todetermine and authorize the appropriate di-rect service(s) type. Direct Ctient servicesprovided without authorization are not reimbursable underihis program provisional
Agreement.
2. Client Rights. The Contractor shalt:
a Ensure that a statement of Client Rights are posted in compliance with Section388-850-050 WAC; and
b. Ensure that Client rights and client health and safety are protected incomptiance with section 388-850-040 wAc ano DdR eoiicy s oo: crranrRighfs.
c. Ensure protection from abuse: mandatory reporting per DDA policy 5.13.
3. Credentials and Minimum Requirements.
Contractor shall ensure that Contractor meets the following requirements:
a' Fiscally Responsible: The Contractor must demonstrate the ability to safeguardpublic funds including maintaining books, records, documents and othermaterials relevant to the provision of goods and services.
b. Sufficient Policies and Procedures for Establishment and Maintenance ofadequate internal control systems: The County will maintain written policyprocedural manuals for information systems, personnel, and accounting/financein sufficient detail such that operations can continue should staffing rnJng" o1.absences occur.
Background/Criminal History Check. A background/criminal history clearance isrequired every three years for ail emproyeeslincruding DD program county
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staff), subcontractors, and/or volunteers who may have unsupervised access to
vulnerable DSHS clients, in accordance with Rcw 43.43.g30-94s, Rcw
74.15.030, and Chapter 388 WAC. lf the entity reviewing the application elects
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.
Qualified Service Providers: The Contractor assures that all service providers
meet qualifications as outlined in the DDA policy 6.13, program provider
Qualifications.
Home and Community Based Waiver Services Assignment of Medicaid Billing
Rights: The Contractor agrees to assign to the County its Medicaid billing rignts
for services to DDA clients eligible under Tifle XIX programs in this erogram
ProvisionalAgreement. Written documentation shall be available to DSHS on
request.
Reporting Abuse and Neglect: contractor's staff, who are mandated reporters
under RCW 74.34.020 (13), must comply with reporting requirements described
in RCW 74.34.035 and 040 Rcw and 26.44 Rcw. tf the county is notified by
DSHS that a subcontractor staff member is cited or on the registry for a
substantiated finding, then that associated staff will be prohibited from providing
services under this Program Provisional 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 Provisional 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
Provisional 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. Address provisional contract required items including the submission of missing
information from the 2021 on-site evaluation (deadline within 1 month of
provisional contract execution), notifu all Kittitas county clients of the
provisional contract status (deadline within 1 week of provisional contract
execution), comply with an additional on-site evaluation in December of 2021;
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b. 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 changel;
(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.
c. Compliance with BARS Policies: The Contractor shall take any necessary and
reasonable steps to comply with BARS.
d. The Contractor shall comply with the following referenced documents found at
DDA I n te rnet s ite https : //www. d s hs. wa. g ov/d Ja/cou n ty-best- pra ctices :
(1) DDA Policy 4.1 1, County Services for Working Age Adults;
(2) WAC 388-850, WAC 388-828, WAC 388-845-0001, 0030, 0210,0215,
0220, 0600-0610, 1030-1 040, 1400_ 1410, 2100, 21 10;
(3) Criteria for Evaluation;
(4) DDA Guiding Values;
(5) County Guide to Achieve Developmental Disability Administration's Guiding
Values;
(6) Disability Rights of washington (formerly washington protection and
Advocacy System) Access provisional Agreement. -
e. Qualified Employmgnt and Dcy Program Service Providers for consumer support
services shall include the following program outcomes:
(1) Monthly Community lnclusion service support hours will be based on the
Client's Community lnclusion service levet per WAC 388-828-9310 for all
Clients who began receiving Community lnclusion services July 1 ,2011 and
fonruard.
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(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 will focus on activities that are typically
experienced by the general public. support to participate in segregated
activities and/or specialized activities will not be reimbursed.
(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 be supported to work towards a living
wage. A living wage is the amount needed to enable an individual to meet or
exceed his/her living expenses. clients should average twenty (20) hours of
community work per week or eighty-six (86) hours pei month.-The amount
of service a Client receives will be based on his/her demonstrated need,
acuity level and work history per WAC 3BB-g2g.
(3) Prior to beginning service or prior to an expected change in service, 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 until the client has received proper notification from DDA.
(a) The client's DDA PSCP is the driver for service. The cMls county
Service Authorization and updated Planned Rates information will not
exceed the Client's DDA PSCP.
(b) The amount of service the Client receives should match with the CMIS
County Service Authorization and updated Planned Rates information,
(4)All Clients will have an individuatized plan to identify 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
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as appropriate. The report will summarize the progress made towards theClient'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, orPrevocational services have not obtained paid employment it rinirut
wage or better within six (6) months, the County will assure the following
steps are taken:
(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 includeproviding technical assistance, changing to a new provid'-er, and/orproviding additional resources as needed to support the individual,spursuit of employment. The additional strategies will be documented foreach Ctient and kept in the Client's file(s).
(8) lf after twclve (12) months the Client remains unemployed, an additionalreview will be conducted. The provider will address steps oulined in theprevious six month progress report in the next six month progress report. TheClient may request to participate in Community lnclusion-activitres or theClient may choose to remain in an employment plogram. When requesting toparticipate in Community lnclusion services, tne Client shall communicate
directly with his or her DDA Case Manager. The DDA Case Manager isresponsible for authorizing community lnclusion services,
(9) For lndividual Employment where the service provider is also the Ctient,semployer long.term funding will remain available to the service provider /employer for six (6) months after the employee / DDA Client's date of hire.At the end of the six month period, if the DtiA Client continues to need
support on the job, another service provider who is not the employer ofrecord must provide the support unless the County issues prior written
approval for the service provider to continue to provide long-term supports ifneeded.
(10) For Group Supported Employment, Clients must have paid work or paid
training. The total number of direct service staff hours provided to the groupshould be equal to or greater than the group's collective amount of
individual support monthly base hours.lt tne direct service staff hours are
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less than the collective amount, then the provider will be reimbursed only
for the number of hours staff actually provided.
CMIS Data System. The Contractor shall use the CMIS data system for all billing
requests, service provider address and phone number maintenance, evaluation
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(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;
(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 settings; 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 Review, The County shall evaluate and reviewservices delivered to reasonably assure com,plianc6 and quality. The Countyshall conduct at least one on-sife visit to eacfi suOt-ontrici-orOriring thebiennium. The County shall maintain written documentation of all"evaiuations,recommendations and corrective action plans for each subcontractor, andreviews of on-site visits. Copies of such iJocumentation will be providbd to theDDA Office upon request.
6. single state Medicaid Agency-DsHs. DSHS, as the single state MedicaidAgency, has administrative authority^for Title XIX'coverage ot servicei for peqpfewith developmental disabilities pey 42 cFR 431 .10. contiactor only hasresponsibility for seryices covered in this provisional Agreement.
7 - DSHS/DRW Access Provisional Agreement: The DRW February 27 , 2OOl AccessProvisional Agreement with the OoR-is incorporated ny ieterence.'ClntiiJtor
assures that it and its subcontractors have rdviewed tlie Access provisional
Agreement The Provisional Agreement covers DRW's access to individuils withdevelopmentaldisabilities, clients, programs and records, outreach iitiuiii"r,authority to investigate allegations bf abuse and neglect, other miscefiineoui
matters, and is binding for all providers of DDA conlracted services,
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dates and to provide employment outcome information. The Contractor shall:
a. Monthly provide alldata 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
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ATTACHMENT ''8"
COMPENSATION
Compensation shall be based on actualservices provided and is subject to funding. Only
DDA approved services will be covered.
1. Consideration
a- Approval of Fees - DDA Responsibility. The DDA Region shall approve
feesirates 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 a fee/rate schedule with the initial county program provisional
Agreement (Attachment D). The County will submit on behalf of the Contractor
an updated fee/rate schedules to the DDA Region for approval as changes
occur.
b. Attachment D - Budget: Budget amount listed in Attachment D - contractor
may not exceed the state revenue dollar amount or the total revenue dollar
amount indicated on the Budget attached to the program provisional
Agreement Attachment D).
2. Billing and Payment
a. county Program ProvisionalAgreement Budget: The county shall pay
contractor all allowable costs (with the exception in section 2e of this
Attachment), as defined in the current DDA Budget Accounting and Reporting
System (BARS) Manual Supplement. Reimbursement 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 provisionarAgreement amendment, the
parties may increase or decrease the program Provisional 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 "Houi' is at least fifty (50) minutes of direct service. partial hour to
the quarter may be recorded; or
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A "Day" is at least four (4) hours of direct service and will only be used
in connection with Adult Day Care reimbursement; or
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 willprovide 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 contract.
f. Timeliness of and Modification to Billings: All initial invoices with documentation
must be received by the DDA Region witnin sixty (60) calendar days fotlowing
the last day of the month in which the service is provided. Corrected invoices
and documentation will be accepted throughout the fiscalyear as long as they
are received within sixty (60) calendar days of the associated flscal year unless
an extension is approved by the DDA Regional Administrator 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 Contractor's compensation under this Provisional Agreement shall be limited to
money's as provided in Section 2a of this Attachment. lf the County does 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 access DVR funding as a
resource. Client services shall not be reimbursed under this Provisional Agreement
when the same seryices are paid for under the Rehabilitation Act of 1973 by 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 shall fully cooperate during the recovery.
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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 Provisional Agreement, whether such performance is by Contractor
or any of its Support.
r 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 i-
occurrence-based, primary and non-contributory.
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 othenruise 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 and284-15 WAC.
The Contractor shall provide proof of insurance for:
1) Commercial General Liabilitv lnsurance.. Coverage limits not less than:. $1,000,000 per occurrence per project. $3,000,000 project aggregate. $1,000,000 products & completed operations aggregate. $1,000,000 personal and advertising injury, each offense
' Certificate Holder - Kittitas County
' The Certificate must name the County as additional insured as
defined in the Provisional Agreement
' All insurance provided in compliance with this ProvisionalAgreement
shall be primary and non-contributory as to any other insurance or
self-insurance programs afforded to or maintained by the County.. Sixty (60) days written notice to the County of cancellation
of the insurance policy.
2) Stop Gap/Emplovers Liabilitv.. Coverage limits not less than:. $1,000,000 each accident. $1,000,000 disease - policy limit
Professiona I Services Provisional Agreement
Page 28
DocuSign Envelope lD: 7FBBA023-2C51 -4D27 - A6'2-C4EOO64BD734
I
. $1,000,000 disease - each employee
Thirty (30) days written notice to the County of cancellation
of the insurance policy.
3) Commercial Automo.bile Liability lnsurance.. Automobile Liability for owned, non-owned, hired, and leased
vehicles, with an MCS g0 endorsement and a CA 9946
endorsement attached if 'pollutants' are to be transported.. Coverage limits not less than:. $1,000,000 combined single limit, Thirty (30) days written notice to the County of cancellation
of the insurance policy.
4) Workers' Compensation,. Workers'Compensation in amounts required,by law.
7) Prqfesslonal Liabilitv
' Professional Liability lnsurance covering professional errors and
"' i'' 11]o ffil s il?t"T;'l$".:
o " t h e ro I I ow i n s m i n i m u m I i m i ts :
| $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 Provisional 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 Provisional 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, ot
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.
Professional Services Provisional Agreement
Page 29
Docusign Envelope lD: 7FBBA023-2C51-4D27 -A692-C4E00648D734
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 Provisional Agreement
Page 30
DocuSign Envelope lD: 7FBBA023-2C51-4D27 -A692-C4E00648D734
ATTACHMENT "D"
Program ProvislonalAgreement between DSHS and the Gounty for DDA Gounty
Serulces
Professional Services Provisional Agreement
Page 31
Docusign Envelope lD: 7FBBA023-2CE'|-4D27-A692-C4E00648D734
ATTACHMENT "E"
Program Actlvity Level and paymentRate Schedule
Kittitas County-Department of Developmental Disabilities
2021-2022 Contract Rate Schedule
Individual Employment (IE) $84.00 per service hour
Croup Supported Employment (GSE) $72.00 per service hour
Community Inclusion (CA) $39.00 per service hour
Professional Services Provisional Agreement
Page 32
Kittitas County
Review Form
Grants & Contract Agreement
ctlGrant I nformation
on for Board of Hea Ith and Board of Health Review on
# 5;r-{ J6
Contra
Recommendati
Today's Date
07/3O/202r Agenda Date
Fund/Department
LL6-Public Health
Contract Entrustrant
lvriodPeBDneategiJu 2021,1.,EnPeriod Dd ate uJ n e 30,2022Tota
bject
G ra nt/Co rant Act umo n Cot ronmpensat s ah bbe sa de no ctua se rvtc se rovt eddp danfu sutsnd tonoaDDAvrodVCcesserviWIbcoveeredrGant/ctContra uN bm re
The provisional professional services agreement is to estabrish subcontracted emproyment and day
:ffi::fi:nffi:;ln.o"u"'opmentaldisabilities in Kittitas county per the county,s responsibirities as
Contract/G rant Summary:
ature
I
Department Head Administrator o^t",Vll2'l
Signatu
f Auditor's Office
Date
t t'L u
D
a
Signature of Board of Health member
, and Board of Health Review and Comment
Kittitas Co unty Prosecutor, Auditor
of Prosecutor's Office
Date
APPROVED AS TO FORM:
Grant/Contract Review
Page 1
Financial lnform ation
Budget lnformat ton
Pass Th rough I nformation
Prosecutor Review
Coun ty De partmen ts lmpacted
Submitted
Ass ment of Trackin lnformation
Total oAm u nt T DBs State Funds Sreo Federal Funds sPercentFundsCoudsSMatching Fun CFDA#
ln-Kind S
lsE ut nt bein urchased?Who owns e ent?
hired?N EW eP nrso n el be tn Contact HR hir urrementsFuture impacts or li ability to Kittitas County:
Bu eAm dn m Nnt e ded ?
N CW Di vts nto Creat e ?d
n attach budget formYes No E why not
Professional Se rvicesRevenue Cod e: 105.568.334.04.68
nse Code: L0 5.568.54101 rofessional Servic es
to Pass Throu
Amount to pass Th s
Sub-Contract roved Date
Ha s ht e roP se cutor Vre e wed th s a em ngree t ?
Auditor
F act lit ies aM n nte a ncenformationServercsHuman Resou rceProsecutor
Treasurer
ature:
DateDeartment:
Auditor's Office
Human Resou rce
Prosecutor's Offi ce
Who the ant a plication
Reviewer
Date
Grant/Contract Review
Page 2