HomeMy WebLinkAboutPSA ElmviewKittitas CountY
Review Form
Grants & Contract Agreement
Contract/Grant lnformation
Recomme ndation for Board of Health Review on
Director Date 7 L>
Department Head Signature
Verification the contracting Agency is not suspended/Disbarred:
PA camas Request o' ry Llq E b
2
Today's Date
Agenda Date:Fund/DePartment
1L6-Public Health
Contract /Grant AgencY: Elmview
Period End Date: 06/3012023 ./Period Beg in Date: OTIOL/2022
Total Grant/Contract Amount: Compensat on actual services provided and is subject
roved services will be coveredDDA ato fundin On
ion shall be based
G rant/Contract N u mber:
Contract/Grant Su m marY:
The professional services agreement is to establish subcontracted employment and day services for
people with developmental disabilities in Kittitas County per the county's responsibilities as outlined in
attachments.
zr{iYk C-C*pqrr \{,.",
Date
Signatu re DAud
.=r (b l-t:'
II
d Board of Health Review and CommentKittitas CountY Prosecutor, A uditor, an
Signatur of Prosecutor's Office
\.t *
APPROVED AS TO FORM:
I Not Checked (reason)Agency is not suspended/disbarredE
Grant/Contract Review Page 1
Financial lnformation
Bud lnformation
Pass Thr h lnformation
Federal Funds SState Funds STotalAmount
CFDA#Matching Funds SPercentage CountY Funds
ln-Kind S
ain
Who owns equiPment?ls EquiP ment being Purchased?
Contact HR hiring - re orting re irements?n h dreonrsnebeWeegPN
Future imPacts or liabi lity to Kittitas CountY:
Amendment Needed?Bu No E why notYes I attach budget form
New Division Created?
1"05.5683340468Revenue Code
1.05.56854122 /Expense Code
Agency to Pass Through
Expense Code:Amount to Pass Through
DateSub-Contract APProved
NoYesHas the Prosecutor reviewed this agreem ent?
Prosecutor Review
CountY De rtments lmPacted
BOCC A I Needed?
Assign ment of Tracki lnformation
Facilities MaintenanceAuditor
Human Resourcelnformation Services
Treasu rerProsecutor
NoIYes I
Staff Member Presenting: Kasey Knutson
Auditor's Office
Human Resource
rL d-\Prosecutor's Office
Who Sign ed the grant aPPlication
DateReviewer
Grant/Contract Review
Page 2
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made by and between Kittitas County (hereinafter "the County")
and Elmview (hereinafter "Contractor"). 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
Services, 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 ,2022 and continue until
June 30, 2023. Any party may terminate this Agreement by giving thirty (30) days' notice in
writing either personally delivered or mailed postage-prepaid by ceftified mail, return 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 fofih in Paragraphs 7 (lndependent Contractor), 9 (Taxes),
15 (Defense and lndemnity Agreement), 22 (PatenUCopyright lnfringement) and 25
(Confidentiality), are totally and fully part of this Agreement and have been mutually
negotiated by the parties.
Professional Services Agreement
Page 1
lN WITNESS WHEREOF, the parlies have executed this Agreement this
A ru ,or-n.W ,2022.
e4 ay
of
U
ELMVIEW
ry
Print Name of Signatory
Contractor Address
Elmview
204 East 6th Avenue
Ellensburg, WA 98926
Project Contact:
Shery Bury
Executive Director
Professional Services Agreement
Page2
APPROVED:
BOARD OF COUNTY COMMISSIONERS
KITTITAS COU Nry, WASH I NGTON
hairman
Attest:
of the
County's Address
Kittitas County
205 West 5th Avenue, Suite 108
Ellensburg, WA 98926
Project Contact:
Kasey Knutson
County Coordinator
Illlllltrttt
GENERAL CONDITIONS
1. Scope of Contractor's Services
Contractor agrees to provide to the County seruices 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. All work 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, officers, employees, agents and representatives of
the County and its successors and assigns.
"Subcontractor" is any service 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.
4.2
4.3
4.4
Professional Services Agreement
Page 3
"Support" means the following: Contractor's directors, officers, employees,
agents and representatives; and sub-Contractors of any tier; the respective
directors, officers, 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.
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.
4.5 All definitions risted,in Attachment D, section 1 are incorporated by referenceinto this Agreement, with th; u;";;iion of ,,subcontractor,,.
5
S:Payment to the Contractor for services re ndered under this Agreement shall be as set forthin Attachment "8". Where Attachment "B" requires p ayments by the Cou nty, payment shallbe based upon billi ngs, supported unless othe rwtse provided in Attachment "Bt', bydocumentation of un its of work actua lly perfo rmed and amounts earned, includ ing whereappropriate, the a ctual number of da ys worked each month, total number of hours for themonth, and the totaldollar payment requested. Unless specifically stated in Attachment',8"or approved in writing in advance b y the Kittitas Cou nty Board of Commiss roners, the Counwill not reimbu rse the Contractor for any costs or expenses incurred by the Contractor
ty
performance of this Agreement tn
where required' the--county shall, upon receipt of appropriate documentation, compensatethe contractor, no more often than'monthry,'th;;r;ilt'hg county voucher system, for thecontractor's service pursuant to the fee schbdule sJt forth in Attachment ,,8,,.
6 nd b
6'1 contractor recognizes that under the attached Attachment D the countyhas obligations ielative to subcontiactrg ih"t may effect this agreement.6'2 Any assignments of indirect services entered into by contractor shallensure that all applicable terms ano cona-iiln" orthis Agreement wi, be
il?l'ft1'"X1"Jfftains responsibre ror ati work per-rod";;; as detaired
7. lndependent Contractor:
t ne uontractor's services shall be furnished by the contractor as an independent contractorand nothing herein contained shall n" .onrtir"Jto''"r""te a rerationJip of emproyer-employee or master-seryant, but all payments made hereunder and all services performed:*1fi;.#i3""#1,ff'ro'm"o'priru"nt to this ngiuement by the contractor as an
The contractor acknowledges that the entire compensation for thjs Agreement is specifiedin Attachment "8" and the ionti".tor is not "ntifl;i; Jny county benJfits incruding, but notlimited to: vacation pay,.holiday pay, sicr< reave-pai'mecicar, dentar, or other insurancebenefits, or any othei ri6hts ;;;iiui"g". afforded to xitt,t", county emproyees.
No portion of this Agreemen t may be assigned or subco ntracted to a ny other individual, firmor entity without the express and prior written approval of the C ounty
Professional Services Agreement
Page 4
contractor will defend' indemnifiT and hold harmress the county, its Additional lnsured,s,officers, agents or employ"". iro,_,..r--1ny,ror. oil"J:lru, inctuding but not limited tosettlements' judgmelit' tutotrt,
"iiorn"y.' fees ", L"!p incurred by reason of craims ordemands because of breach of ih!'!].uisions of this paragraph.
B
9. Taxes
of operate to vest
any employment
or any employee
The contractor understands and acknowJedges that the.county will not withhold Federal orstate income t"""'',.wh.gre-;qi,iilo ov si"t"" * r"our"r taw, tf,e conir*to,. authorizes thecountv to make wi*rholJing#';;y iaxes otherlilJn in.or" tr"!."[.e. uteoicare). Alr
compensation received bv ti" Contir.to.*iriL'J ,'uplrt"J1; il"]rt;;rli *uu"nre serviceat the end of the,calend#y"*in"r..oro"n." *itr^,-t[l appricabre rRs regurations. rt is therespons ib i I ity of th e contra ctoi to ;:l"il,: F6;ry. "^.1:T:l"d i?" p"hunts th roug h o ut
the year' if anv' and the c;;it;il; is sorery riaorelJr any. tax obrigation arising from thecontractor't o"tfo'tance of this Agreement. The contractor hereSy agrees to indemnifu,'f"3 H,'i: ru *:,n{:",n:T,[ f# f ffi ruiJji:# th e c o ntra cto r,s ra i, u re to pa y
The county will oay sales and use taxes imposed on goods or services acquired by thecounty hereunder as required by law. rhe contracio, rr.t pay all oft,", taxes including,but not limited to: eusinJJ";ilffiupation r"",-t""L". based on tn" coirractor,s gross orff:ffiil;"J"3il:?l]|ffi?"T* wnicn tne"i"r"v 0"". no*,"roinr" rhe county is
10
This Ag reement shall be subject to all laws , rules and regulations of the United States ofAmerica, and State of Wa shington, and political subdivis rons of the Sta te of Washington andto an y other provisions set forth herein or in the attached Attachments
1 1. Riqht to Review:
I nts contract is subject to review by any Federal or state auditor. The county or its designeeshall have the righi to i"'u*'ttl r-ritor the-finaiqr
"ro .";;;mponents of thisprogram by whatever means are deemed expedien, ov tng c"rriv'ii#"ui"w may occurwith or w*hout notice, "r; ;;;irlrro"-nrit *':iriit"_g p,.on_site inspection by countu;:iffi;i:'iliJ"X:"s' inspectidn oi'"rr records ;'";#, materiars which ine county deemi;"1;;i;;;;il'':::ff ;l"x?sJii,#,lt::#$"*t1;1,,,.;ffi ,,i;H:#LT
maintain all financiat recoros ln;'[."r0, ,"j"i;; ;o ihe perrormance of work under this
Professional Services AgreementPage 5
Agreement
review, with
11 .1
'f
k?- ffiS t "*T "Si:'f :l
.;1ilfll::
;'.?ff ',.il [X,;"
t h e m a va i,a b,e ro r s u ch
a afollowingthe term inatiorecords that are s ufficie
For six (6) years.
11fps othenvise stated herein,li,:*,. Ag reement, contr"I; ff""I, ma inta in
i)
3i:yT."nt the performance of ail aregulation, orltir Agreement; :cts required by law,
Substantiate Cor
structure, tr" rt"illtl:t-t slatemeil of its-organization,s:us, capabilities, and perfor;;';;;,'"
Demonstrate accounting procedurer
s u ffi cie n,v a n o pio pe'rv"o ".,, ",'i3 ;li!i3;iiT, I# il,n ";':HXL# ;J fiTsrul:*i#u iu'nu .;;;;ilJYo pu,"ro,.,
lr:^"Irit that personnet polici€S, orrin complian." *itn tni. njrl'"r?}rrocedures and practices are
ii)
i'i)
iii)
11 .2
v) Ascertain that all taxes an
F e d e ra r r ",, ni,,t iT, ;"dJ jJHI ?3;: ;:tr ffi %:i,?:Xff '',
Rioht of rnspectio!. contractor sha, give access to its facirities and:iff:?;::'ffi$:lll it. "ni."",i,prov"es or "s"nu n it; sia,".'"i",,"Itlv": gi g s
" i t 9r tn " stlt" # Ji,: -tr|# ; :T,T: "'
:'s y" ; ;" - # 8H?'"XH|3
,|",fr
:; 1 9 "'i-i." 0 p"",r on, s h a l h a ve th eperform other activrttes to determin.T::.:-"nd financial records';; "'=
terms of this Agreement. uontractor's complianc;;iil'i;"
11 3
ffi,J53il::',H:t:rr verba,v notiry the countyof-services oy
"ny inoirliirri.'"lj,,Yllt^-accreditation, orprogram reviewsprompuy provide iniliiS::l' :g,un"u, -or sovernmentliunit, and to
i n s p e ct i o n s,,,tti,, "" ;?: I lt iljli ;,.o|ffif l:"ffi$ i" p o.t, o r s u c h
12
.,Modifications:
r"1il.ffi]l.Til,iillr't :r'nges in rhe Asreement Any and a, asreedrn writing, signed oy eain oitnu.p"rti"..12'2 The co, unt y r^y,at anylime, by written ngfigg.theleof to conkactor (,,changeNotice") makes'.t"ng". in the w;;k'within tne g;;r scope of thisProfessional Services Agreementt-,age 6
12.3
12.4
12.5
Agreement, incruding, but not rimited. to: (a) chang.es in, revisions to,substitutions for, aooitions to oi o,?r"t19n, ii'"iv-wo*; (b) changes in
ffl"rfl|r?
and (c) acceleration,0".*tur"tion oisusplnsion of performance of
lf any change in.the work causes an increase or decrease on contractor,scost of, or the time requireo foi performan.u oit6l work, an equitabreadjustment in the. compensation io' contractoi#';; the schedure for the
5:::r"Jj:3:ce
of the work rr''"rr o" made to ,"n""t such an increase or
Notwithstanding any dispute or deray in arriving at a mutuary acceptableequitabre adjustmeni, contractor shail proc;;Jil:;lorn." wiin att cr,rng"Notices. contractor must, within thirty (30) orv,
"t"r'receipt of any changeNotice that does not set fort! ;il r.";pi"oi" ,,iirrir"nt, submit to the countya written statement setting r"rtn *v rdjustment craimed.
lf any change resurts in a decrease in the work performed, contractor sha'be entired to compensation associated. with changing the work, such as:?:'i:flrff;::.iL":ft{ 'o'pr"i"J,-,Luising carcuratlon-s arready perrormed,
13
lf the Contractor defaults by failing to perform any of the ob ligations of the Agreement,including violati ng any law, regulation , rule or ordinance a pplicable to this Agreement, orbecomes insol vent or is declared ban krupt or commits a ny act of bankru ptcy or insolven cyor makes an ass rgnment for the benefit of creditors , the County ma y, by depositi ng writtennotice to the Co ntractor in the U S. mail, p ostage prepaid, terminate the Ag reement, and atthe Cou nty's option, obtain performance of th e work elsewhere lf the Agreement isterminated for defau It, the Contractor shall not be entifled to recelve any further paymentsunder the Ag reement until all work called for has been performed extra cost orfully
Itingdamage to the County resu from such defau It(s ) shall be deducted from any money due
Any
or coming due to the Contractor The Contracto r shall bear any extra expenses incurredthe County in co mpleting the work, and all da mage sustained, or wh ich may be sustaby the County by reason of such default.
by
ined
lf a notice of termination for default has been issued and it is later determined for any reasonthat the contractor was not in default, the rights
"nJ'oirig"tions of the parties sha, be the;ffi"X?J::"r:?:ffiit;T::?l'"' had beei i'il;il'suant to the reimination ror pubric
Professional Services Agreement
Page 7
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 accordance with this paragraph, the Contractor
shall be entitled to payment for actual work 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 Change in Funding, lf the funds upon which the County relied to
establish any Program Agreement are withdrawn, reduced or limited, or if additional or
modified conditions are placed on such funding, the County 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 notice of termination.
16. Defense & lndemnitv Aoreement
The Contractor agrees to and shall defend, indemnify 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 offrcials, agents, or employees for damages because of
personal or bodily injury, including death at any time resulting therefrom, sustained by any
person or persons and on account of damage to property including loss of use thereof,
whether such injury to persons or damage to property is due to the negligence of the
Contractor, its sub-Contractors, 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 as expressly provided herein.
17. lndustrial lnsurance Waiver:
With respect to the performance of this Agreement and as to claims against the County, its
Additional Insured'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 agreement extend to any claim brought by or on behalf of any
employee of the Contractor. This waiver is mutually negotiated by the parties to this
Agreement.
Professional Services Agreement
Page 8
'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 Pavment:
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 the County
may, upon written notice, withhold all monies due and payable to Contractor, without
penalty, until such 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 current fiscal period. No penalty or expense shall
accrue to the County in the event this provision applies.
21 Contractor Commitments. Warranties and Renresentat to ns
The Contractor represents and warrants 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 all 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 necessary 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 and adversely affects its operations
or assets in the State of Washington, or its ability to perform its obligations
under this Agreement.
Professional Services Agreement
Page 9
21.7 None of the representations or warranties in this Agreement, and none of
the documents, statements, cerlificates 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 material fact necessary to make the statements of fact
contained therein not misleading.
22. Patent/Copyriqht lnfrinqement:
Contractor wN CefenO anO lnOemnity 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 County the right to continue using the information, in the event such
claim of infringement is made, provided no reduction in performance or loss
results to the County.
23. Dis utes
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 order that such matters may be settled
or other appropriate action promptly taken. Except for such objections as are
made of record in the manner hereinafter specified and within the time limits
stated, the records, orders, 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
othenruise may be payable, or to extension of time for (1) any act 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. Contractor
shall keep full and complete daily records of the work performed, labor and
material used, and all costs and additionaltime claimed to be additional.
Professional Services Agreement
Page 10
23.3.iled C laim
The contractor shat not be enti'ed to craim any such additionarcompensation, or extension of time, unless witnin tnirty 1so) days of thecompletion of the portion of the *ork frorn wnictr irre .i"i, arose, and beforefinal payment by the county, fl"t" contractor has given the county a detairedwritten statement of each "r"r"ni of cost or otnJi'"ompensation requestedand of all erements of additionar time required,
"no .opi", of any supportingdocuments evidencing the ,rorni o,. extension of timJcraimed to be due.
24. Ownership of ltems produced:
All writings' ptogtamGlGG,lfbiic records or other materiars prepared by the contractorand/or its consultants or suo-contrictors, in connection with p"rioni.,"n.! lt1,i. Agreementshall be the sore and absolute prop"'tv ot*r" cornif-anolo, D.HS.
25, Confidentialitv:
lhe contractor, its employees, sub-contractors, and their employees shall maintain theconfidentiality of all iniormation provideo ov-ilrL clrnty or osHs-Liacquired by thecontractor in pedormance of this Agreement, bxcept: 1l as provided below, 2) upon the priorwritten consent of the Kittitas couniy Rrosecuting httoinuv; or 3) upon an order entered bya court after having acquired iurisdiciion ou";ih;"c;riiu. c".tractorsrraiirmmeoiatery giveto the countv notit" di;;t ft;;;iproceeding, .""[ing disclosure of such information.contractor shall indemniry inJ hoiJ'rr"*t"rs ttie county, it, Additionai lrisured,s, officials,agents or employees from all loss or expense, including, but r"i ririt"j to set'ements,ilifll;}.' setoffs' attorneys' r"". ana .ort.-i".rrt'i"g from contractor,s breach of this
25'1 The contractor shall not use, publish, transfer, sell or otherwise disclose anyconfidentiar rnformation gained bt;;;;" of this Agr.;;"ifor any purposethat is not directly connected with the perfoirance of the servicescontemplated hereunder, except:
25.1.1As provided by law; or
25'1'2ln the case of Personal lnformation, as provided by law orwith the priorwritten consent of the,person or personat ,"pr"."ntriive of the personwho is the subject of the p"rson"t information.
25'2 The contractor shall protect and maintain all confidential lnformation gainedby reason of this Agieement against unauthorizuo ,rL, ,".-".r, disclosure,modification or loss' This duty [quires ftre contractor to emproy reasonablesecurity measures, which includ'e ru.iri.ting access to i[" confidentiallnformation by:
Professional Services Agreement
Page 11
25.2.1Allowing access only to staff that have an authorized business
requirement to view the confidential information.
25.2.2 Physically securing any computers, 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 (149) records
containing Confidential lnformation outside a Secure Area, do one or
more of the following as appropriate:
25.2 4(1)
25 2.4(2)
Use a Trusted System
Encrypt the Confidential lnformation, including
25.2.4(2)(l) Email and/or email attachments.
25.2.4(2)(ii) Confidential lnformation when it is stored on
portable devices or media, including but not limited to
laptop computers and flash memory devices.
25.2.5 When 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 Requirements.
25.2.6 Send paper documents containing Confidential lnformation via a
Trusted System
25.3 To the extent allowed by law, at the end 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.
25.4 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 information
destroyed through the recycling process. Paper documents containing
Confidential lnformation requiring special handling (e.9. protected health
information) must be destroyed through shredding, pulping or incineration.
Professional Services Agreement
Page 12
25.5 The compromise of potential compromise of Confidential lnformation must be
reporled 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 forlh elsewhere in the Agreement, for all purposes under this Agreement,
except service of process, notice shall be given by the Contractor to the department head
of the department for whom services are rendered, and to the Kittitas County
Commissioners, 205 W sth Ave, Suite 108, Ellensburg, WA 98926. 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:
lf any term or condition of this Agreement or the application thereof to any person(s) or
circumstances is held invalid, such invalidity shall not affect other terms, conditions or
applications which can be given effect without the invalid term, condition or application. To
this end, the terms and conditions of this 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 Agreement or to exercise any rights or remedies under this
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 full force 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 parag raphs.
29. Waiver:
Professional Services Agreement
Page 13
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. Survival
The provisions of paragraphs 7, 9, 1 1, 13, 14, 15, 16, 17, 1 8, 1 9, 20, 21, 22, 23, 24, 25, 29,
31, and 32, shall survive, notwithstanding the termination or invalidity of this Agreement for
any reason.
31. Nondiscrimination
31,1 The County is an equal opportunity employer
Nondiscrimination in Emplovnenl
ln the performance of this Agreement, the Contractor will not
discriminate against any employee or applicant for employment 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; provided that the prohibition against discrimination
in employment because of handicap shall not apply if the parlicular
disability prevents the proper performance of the particular worker
involved. The Contractor shall ensure that applicants are employed,
and that employees are treated during employment without
discrimination because of their race, creed, color, national origin, sex,
sexual orientation, marital status, 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 including
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.
31.2
31.3
31.4
Professional Services Agreement
Page 14
Nondiscrimination in Services
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.
lf any assignment and/or subcontracting has been authorized by the
County, said assignment or subcontract shall include appropriate
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. Prevailinq 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 Contractor's
responsibility to verify the applicable prevailing wage rate. lt is understood that the
Contractor is responsible for obtaining and completing all required government forms
and submitting same to the proper authorities.
Disputes regarding prevailing wage rates shall be referred for arbitration to the Director
of the Department of Labor and lndustries. The arbitration decision shall be final 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 debarred, suspended, proposed for debarment, 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 embezzlemenf, 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 otherwise criminally or civilly charged by a
governmental entity (Federal, State, or local) with commission of any of
the offenses enumerated in paragraph 33.2 of 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
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
Professional Services Agreement
Page '15
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 Propertv. 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 Contractor for which the Contractor is
entitled to reimbursement by the county under this Agreement shall pass to and vest in
the County. The Contractor shall take 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 internal controls 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;
(3) 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 circular or regulation;
(6) Comply with the applicable requirements of either 2 CFR Part225
(OMB Circular A-87) or 2 CFR Part 230 (OMB Circular A-122), and any
successor or replacement circular or regulation as applicable; and
Professional Services Agreement
Page 16
(7) Compry with the-omnibus crime contror and safe streets Act of 1g6g;Titte Vt of the Civil.Right* A;t
"r iriia, Section so+litn" RehabititationAct of 1973; Tire ir otine nr"ii.""* with Disabitities Rct of .rgg0; Ti'e rXof the Education Amendmerir
"ilsiz2; The Age Discrimination Act of1975; and rhe De-partment or -lusiice No_n-Disiri,.,.'inJiion Regurations at28 CFR Part 42. s. ubnartg c. o,-r, .nd G,
"no ie cin p"rts 35 and 39.(s ee http : t tvvwwi . oip Jr J;i g;; ni'uuom."s/ocr. htm fo r a dd itio n a rinformation and access to ttre aforementioned federar laws andregulations.)
36.2 A it
expends $S00,0
the County shall
that fiscal year.
lf the Contractor is a s ub recipient and00 or more in fed eral awards from all so urces in any fiscal year,p rocure and pay for a single audit or a program-specific audit forUpon completion of each audit, the Co ntractor shall
(1) Submit to the g_?u:,u contact person, risted on the first page of theProgram Agreement, th; oata cor[.tl?I f;;;;"i'r"J"rtirs packasespecified in oMB circurar A-133, ;;orts requir;; o-u?" program_specific
;;il,J:i1:,!l,TfJ,.rbre;, anJa'"o"iy of any ;;;"s;ent retters issued
(2) Foilow-up
3ld^ggverop corrective action for ail audit findings, in
3i3?f."ff:,I#1ffi[? ciicurar n-r ss, ";i'p,.!p",.u " "s,mma'[ schedure
36'3 other Audit' lf the contractorls not subject to an oMB circular A-133 audit,the contractor shall provioe io f,J'countv
" cpn "r'jit o,. cpA review within 180days of the subcontractoris r"ri v""r end. The ,"op. of the audit or reviewsha' incrude the entire op"t"t'on';n"j.r+;ir',"J"1?"#,ity, be in accordance withGenera,y Accepted n..ountinl nlin.ipr"" (efip), ;nd incrude a managementletter that addresses any audit findings. r
36'4 overpavments. rf it is determin^ed byrhe county, or by DSHS, or by anauditor during the course or a required audit, ft,aiinJbontractor has been paidunallowabre costs-under any appiicatte program Agreement, DSHS or thecounty mav requilg the co;tr;;ioiio reimoirse Ds-HS in accordance with either:.ti# [:1,3'u
(oMB circurail--dil o,. z cFn p*t)io (oMB circurar A-122),
37' order of Precedence' ln the event of an inconsistency.in this Agreement and any
fffi.Tffi ?:!J#::ffiff ;""-ru:t{'#;i;ru'in'"onii,t"n.y,-n"rioeresorvedby
37' 1 Applicable federal
"nist"tu of washington statutes and regulations;
Professional Services Agreement
Page 17
37.2 DSHS and County Agreement on Special Terms and Conditions
(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 18
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 referred 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 388-850-040 WAC and DDA Policy 5.06. Client
Rights.
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 safeguard
public funds including maintaining books, records, documents and other
materials relevant to the provision of goods and services.
b. Contractor shall provide a report and/or presentation of millage funds spent to the
County within 30 days of the end of the contract year.
c. Sufficient Policies and Procedures for Establishment and Maintenance of
adequate internal control systems: 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.
d. Background/Criminal History Check: A background/criminal history clearance is
required every three years for all employees (including DD program County
Professional Services Agreement
Page '19
staff), subcontractors, and/or volunteers who may have unsupervised access to
vulnerable DSHS Clients, in accordance with RCW 43.43.830-845, 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.
e. Qualified Service Providers: The Contractor assures that all service providers
meet qualifications as outlined in the DDA Policy 6.13, Program Provider
Qualifications.
f. 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: 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. lf 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 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;
Professional Services Agreement
Page 20
(3) Assist with informing the Region gf -rny potentiar service rever changes notdocumented in the r:ndividrrr, oo d"!;;nt prio,. to any changes;
(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 contractorshat provide a copy oreactr'srbcontractor,s contract.b
,.t:triff,l#[?ft1'o?J'ilffi'JIRcontractor sharr take any necessary and
c' The contractol,sh,a.ll comply with-the following referenced documents found atD DA I nte rn et s ite h ttps : //ffi ^0, r, r. rrr. g ov / dda/ cou n ty_best_p ractices :
(1) DDA poricy 4'11, county services for working Age Adurts;
(2) WAC 388-850, wAC 388-828, ry4. 388-845-0001., 0030 ,0210,0215,0220, 0600_0610, 1030_i oio,' laoo-1410, 2100, 2110;
(3) Criteria for Evaluation;
(4) DDA Guiding Values;
d
tu'
$:,[:tJ,Guide
to Achieve Developmentat Disabitity Administration,s Guiding
(6) Disabiritv Riohts of washington (formerry washington protection andAdvocacy dyste"ml Access Ag['"rlrr.
Qualified Emproymelt,lnd- Day program service providers for consumer supportservtces shall include the following"progr", outcomes:
(1) Monthry community rncrusion service.support hours wi, be based on thecrient's community lnctusion slrvice. le""ip"r',inc 3gg-g2g_9310 for alrfi'fr:ira-to began receiving community rncrusion seryices Jury 1 ,2011 and
(a) To ensure n::l n,:i,1safety, promote positive image and rerationships inthe community, increase competen."
"nJ inoiviluatiz;d-silf-o'uiloing,and achieve other expected benefits of c;;;;iity tnctusion, seryices wi,fl:il[il1"#,lf[y,"?:l?,.,x8:i:?;T[" ;Jil"',"n t*o (z) oi tilree 1s,
Profe.s.sional Services Agreement
Page 21
(b) community rncrusion services wit focus on activities that are typica'yexperienced bv the generar puoiig, support il;;il",p"te in segregatedactivities and/or speliarizeu ,"tiuitiu. wiil not be reimbursed.
stm
(2) clients
'n "1-"t?loyTg1 progran'r witt be supported to work towards a rivingwage' A living wage is the'am"ount needeo tJSnaure an individual to meet orexceed hisiher,living expenses. Clients sho;lj;icommunitv ygrk p"i*.![ o,,
"ightv-six trul n",],."";:n'ffiliurrjlHJfi,"of service a crient receives wirl n" b".";; ;i#er demonstrated need,acuity level and work history p", WAC 3g8_g2g.
(3) Prior to beginning service or prior lo.?n expected change in service, theprovider will clearly communil"t" to il't" Ci[nt'Iio ilru county the maximumservice hours per month the crient ."n "*p"liil'r"c"iue. service changeswi' not occur untir the cri"ni has receivuo'piop", notification from DDA.
(a) The crient's DDA pscp is the driver for service. The cMrs countyservice Authorization anJup^d3ted prannJ n""t", information wi, notexceed the Client,s DDA pS'Cp
(b) The amount of service the client receives should match with the cMlscounty service Authorizaiion ano updated pr"nneo Rates information.
(4) All clients will have an individualized plan to identify client,s preferences.Minimum plan elemunts
"t" ortlin"o ih tn" iet"r"n." oo.ument,,criteria foran Evaruation." A copy ot tne ctient's individ;"r;;l plan wiil be provided totheir CRM, guardian anO othel'as appropriate.
(5) Semi-annual progress reports that describe the outcomes of activities will beprovided by the provider io tne county and the cRil/, guardian and othersas appropriate. The report wit summ arizeth;;;g;.ss made towards theClient's individualizeO goats. --
(6) All clients will be contacted by their service provider according to crientneed and at least once per month.
(7) lf crients in rndividual Emproymenj,,Group supported Emproyment, orPrevocationar services rrave noiootain"o p"iil,'itoyment at minimum
$:3: :i$llyithin six (6) months, il; 6;;il,l,irr ,r.r," n," i"iioring
(a) Review the progress toward employment goals;
Professional Services Agreement
Page 22
(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).
(B) 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
parlicipate in Community 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 remain available to the service provider /
employer for six (6) months after the employee i 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 suppotls 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), including
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;
Professional Services Agreement
Page 23
(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 review
services 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 maintain 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 27,2001 Access Agreement
with the DDA is incorporated by reference. Contractor assures that it and its
subcontractors have reviewed the Access Agreement. The agreement covers
DRW's access to individuals with developmental disabilities, 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.
8. 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
Page 24
ATTACHMENT ''B''
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 shall approve
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 a fee/rate schedule with the initial County Program 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 Agreement
Attachment D).
2. Billing and Payment
a. County Program Agreement 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 and the
balance of millage funds after, if necessary, coverage of Community
lnformation and Education costs, less any unused Administration funds
designated for support of people with developmental disabilities. The County
shall pay millage funds after receiving a report itemizing utilization of these
funds..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:
Professional Services Agreement
Page 25
An "Hour" is at least fifty (50) minutes of direct service. Partial 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
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 contract.
f. Timeliness of and Modification to Billings: All initial invoices with documentation
must be received by the DDA Region within sixty (60) calendar days following
the last day of the month in which the service is provided. Corrected invoices
and documentation will be accepted throughout the fiscal year as long as they
are received within sixV (60) calendar days of the associated fiscal 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 agreement shall be limited to money's as
provided in Section 2a of this Attachment. lf the County does not receive
payment or millage 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 Agreement when the
same services 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.
Professional Services Agreement
Page 26
ATTACHMENT ''C''
Proof of lnsurance
The Contractor shall secure and maintain in effect at alltimes 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 Contractor or any of its
Support.
. 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, 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 othenrrrise 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 Liability 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 Agreement
All insurance provided in compliance with this Agreement 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 Liability
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I Coverage limits not less than:. $1,000,000 each accident. $1,000,000 disease - policy limit. $1,000,000 disease - each employee
Thirty (30) days written notice to the County of cancellation
of the insurance policy.
3)Commercial Automobile Liabilitv I nsurance
Automobile Liability for owned, non-owned, hired, and leased
vehicles, with an MCS 90 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.
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4) Workers' Compensation.. Workers' Compensation in amounts required by law
7)Professional Liabilitv
I Professional Liability lnsurance covering professional errors and
omissions. Such policy must provide the following minimum limits:
. $1,000,000 per occurrence
. $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.
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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.
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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.
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ATTACHMENT ''D"
Program Agreement between DSHS and the County for DDA County Services
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ATTACHMENT "E''
Program Activity Level and Payment Rate Schedule
Kittitas County-Department of Developmental Disabilities
---2022-2023 Contract Rate Schedule
Individual Employment (IE) $84.00 per service hour
Group Supported Employment (GSE) $72.00 per service hour
Community Inclusion (CA) $39.00 per service hour
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