Contract - 08-08-2017 - 8894 - Contract with Swanson Consulting Services.BOCC Agenda
Meeting Date: 08/08/2017
Contract with Swanson Consulting Services
Submitted For: Chris DesRosier, Health /Human Services
Submitted By: Marie Dang, Health /Human Services
Department: Health /Human Services
Information
Motion Items 8.
Subject and Summary Statement
The purpose of the Contract No. DSSA 18 with Swanson Consulting Services is to provide
community -based coordination activities to enhance the ability of the community to effectively provide
prevention services for alcohol, tobacco, and other drug abuse.
The maximum consideration for this contract shall not exceed $175,000.00 for the period July 1, 2017
through June 30, 2019.
Will Staff Attend Y / N
Staff will attend upon request.
Department Recommendation
The Human Services Department recommends that the Cowlitz Board of Commissioners move to
approve and execute the County Contract # DSSA 18 with Swanson Consulting Services.
Fiscal Impact
Expenditure Required $: $175,000
Budget Sufficient Y -N: Y
Amendment Required Y -N: N
Source of Funds - Fund /Dept.: 141/01/270100
Grant Y -N: Y
Attachments
Form Review
Inbox Reviewed By Date
Carole Harrison Carole Harrison 07/31/2017 11:45 AM
Dana Gigler Dana Gigler 07/31/2017 02:39 PM
Clerk of the Board Tiffany Ostreim 07/31/2017 04:39 PM
Form Started By: Marie Dang Started On: 07/2412017 11:37 AM
Final Approval Date: 07131/2017
o %
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PROFESSIONAL SERVICES AGREEMENT
Contract Number: DSSA 18
fSHiNG*1 ON
THIS AGREEMENT is entered into between COWLITZ COUNTY, a political subdivision of the State of
Washington, (hereinafter called "County" or "Cowlitz County) and
Name: Swanson Consulting Services
Address: 2632 Maplewood Drive
Longview, WA 98632
Phone No: (360)414 -8771
hereinafter called "Contractor')
This Agreement is comprised of:
Attachment A — Scope of Work
Attachment B — Compensation
Attachment C— General Conditions
Attachment D — Special Terms and Conditions
Attachment E — (specify) Data Security Requirements
AttachmentF — (specify)HIPAACompliance
copies of which are attached hereto and incorporated herein by this reference as if fully set forth.
The term of this Agreement shall commence on the 1a' day of July, 2017 and shall, unless terminated as
provided elsewhere in the Agreement, terminate on the 3011 day of June, 2019.
c
IN YVITNESS WHEREOF, the parties have executed this Agreement on this i! day of
2017.
CONTRACTOR: [2014 —ver. 31
4
AiAd4 J COWLITZ COUNTY:
Signature __;P1
UiQ6lhr L . L(%Q!I SQh Title: Joe Gardner, Chairman
Print BOCO approval subject to Board ratification or authorization) namee: /
V
CONTRACT HAS BEEN APPROVED AS TOTitle:
FORM BY COWLITZ COUNTY
Optional for Commissioner Approval) PROSECUTING ATTORNEY
ATTEST: O U N
m COII"TY
O 'v/4SHIIVG70N tJ rJ/
PROFESSIONAL SERVICES AGREEMENT
SCOPE OF WORK
ATTACHMENT A
The contractor shall ensure services, and staff, and otherwise do all things necessary for or incidental to
the performance of work, as set forth below. Prevention programs and services include, but are not
limited to:
1. Coordination of Prevention Services.
The Contractor shall coordination with the County to ensure:
a. Provision of CPWI services in accordance with the CPWI Community Coalition Guide
located on the Athena Forum website www.TheAthenaForeum.org /guide which outlines
the minimal standards to participate in the CPWI. Contractor shall plan to reach the ideal
benchmarks related to the community coalition's efforts and staffing.
b. A regular annual schedule of direct prevention service for public dissemination is
established.
i. Regular annual schedule shall take into account items including, but not limited
to: implementation times that maximize participation and service outcomes; local
needs and gaps; leveraged resources; and other locally identified factors that
influence service delivery throughout the year.
ii. Regular annual schedule and community dissemination plan shall be identified
as part of the CPWI Action Plan Update and submitted to County for review in
accordance with the timeline in the CPWI Community Coalition Guide.
c. Coordinate with the County to submit an annual Action Plan and Budget with projected
expenditures, including salary for DSHS funded prevention staff, program costs, training
and travel to the DSHS Manager by June 15, 2018 and June 15, 2019 according to the
CPWI Community Coalition Guide, or within thirty (30) days upon request. A template will
be provided.
d. Ensure new all required position qualifications and workstation requirements found in the
CPWI Community Coalition Guide have been met.
i. Contractor shall submit a completed Community Coalition Coordinator
Qualification Checklist to the County and DSHS Contract Manager or designee
for review.
DSHS shall review and respond within forty -eight (48) business hours.
ii. DSHS reserves the right to require County to develop a Community Coalition
Coordinator training plan if candidate does not meet required qualifications.
e. Ensure currently certified as a Certified Prevention Professionals (CPP) and maintain
CPP credential status.
f. Enter approved programs, based on the priorities, goals and objectives described in the
approved Strategic Plan, into the Minerva within thirty (30) days of Strategic Action Plan
approval.
g. Ensure sixty percent (60 %) of programs supported by DSHS funds will be replications or
adaptations of "Evidence -based Practice" substance abuse prevention programs as
identified in the Excellence In Prevention Strategies List webpage on the Athena Forum
website: www.TheAthenaForum.org /learning library /ebp. Ensure that all of the programs
supported by DSHS meet the Center for Substance Abuse Prevention's (CSAP)
Principles of Substance Abuse Prevention, found on the Athena Forum Website.
www.TheAthenaForum.om/CSAPprinciples
h. Food costs are generally unallowable during program implementation except within the
following parameters:
i. Light refreshment costs for training events and meetings lasting longer than two
2) hours in duration are allowable.
DSSA 18 2 of 29
PROFESSIONAL SERVICES AGREEMENT EATERTAN .u_i
ii. Ensure that light refreshment costs do not exceed $2.50 per person.
iii. Meals may be provided for participants using SABG and DMA funds only if:
1. The training is four (4) hours or more induration; or
2. The program is a recurring, direct service family domain program and
must be approved in strategic plan.
iv. Meals are not allowable costs with Partnerships for Success (PFS) funds.
v. Contractor shall adhere to current state per -diem rates for meals found online at
http://www.ofm.wa.gov/policy /l 0.90. htm.
vi. No more than a total of $1,000 may be spent on food or light refreshments per
CPWI Coalition per year.
Dedicated Marijuana Account (DMA) shall be used for program and strategy training and
implementation.
i. All programs planned and implemented with DMA shall be programs selected
from the DBHR provided youth marijuana use prevention and reduction program
list. www.TheAthenaForum.org/l502PreventionPlanImplementation
1. No less than eighty -five percent (85 %) of DMA funds shall be expended
on evidence -based or research -based programs on the identified
program list.
2. Up to fifteen percent (15 %) of DMA funds maybe expended on
Promising programs on the identified program list.
j. The Contractor is encouraged to collaborate and partner with community -based
organizations that operate within or serve the CPWI community.
2. Prevention Training.
a. The Contractor shall participate in all required training events identified by the County
and /or DSHS and listed in the CPWI Community Coalition Guide.
b. Non - Required Training in CPWI
i. In the absence of trainings identified in the approved strategic plan, all additional
non- required) training paid for by DSHS shall be approved by the County and
DSHS Contract Manager prior to training and meet the approved goals and
objectives in in approved Strategic Plan.
ii. Ensure any requests for training in addition to the approved training in the
Strategic plan are requested in writing and sent directly to the County and DSHS
Contract Manager, a minimum of ten (10) working days before the date of the
proposed training. Trainings shall relate to one (1) of the following four (4)
categories:
1. Coalition building and community organization.
2. Capacity building regarding prevention theory and practice.
3. Capacity building for Evidence -based Practice and environmental
strategy implementation, related to the goals and objectives of the
coalition's approved strategic plan.
4. Capacity building in non -CPWI communities to expand CPWI efforts and
meets overall goals and objectives of CPWI may be approved by DSHS
Contract Manager or designee upon request.
c. The Contractor shall ensure training paid for by DSHS that requires travel follows state
travel reimbursement guidelines and rates accessible at
hftp://www.ofm.wa.gov/policy /1 0.90. htm.
d. The Contractor shall bill for training events on an A -19 per billing code (BARS) 566.22(7)
and record training events in the DSHS Substance Use Prevention and Mental Health
Promotion Online Reporting Systems or Minerva in accordance with the monthly
DSSA 18 3 of 29
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A
reporting requirements described in Section 4. d., Prevention Report Schedule / Due
Dates.
3. Media Materials.
Media materials and publications developed with DSHS funds shall be submitted to the County
and DSHS Contract Manager for approval prior to publication (DSHS will respond within five (5)
working days). DSHS must be cited as the funding source in news releases, publications, and
advertising messages created with or about DSHS funding. The funding source shall be cited as:
Washington State Department of Social and Health Services. The DSHS logo may also be used
in place of the above citation. Messaging directed to youth does not required DSHS logo or
funding credit.
Exceptions: The Contractor does not need to submit the following items to the County and DSHS
Contract Manager:
a. Newsletters and fact sheets.
b. News coverage resulting from interviews with reporters. This includes online news
coverage.
c. Newspaper editorials or letters to the editor.
d. Posts on Facebook, YouTube, Tumblr, Twitter, Instagram, Snapchat and other social
media sites.
e. When a statewide media message is developed by DSHS is localized.
f. When the current SAMHSA- sponsored media campaign is localized. (As of October
2014, this is the "Talk. They Hear You." campaign. https://www.samhsa.gov/underage-
drinking)
4. Reporting Requirements.
a. Prevention Reporting Requirements
The Contractor shall report on all requirements as identified in the DSHS Substance Use
Disorder Prevention and Mental Health Promotion Online Reporting System or Minerva.
DSHS reserves the right to add reporting requirements based on requirements of grants.
b. Prevention Activity Data Reports
The Contractor shall:
i. Ensure that monthly prevention activities are reported in the DSHS Minerva in
accordance with the requirements and timelines set forth in section 4.d.
1. Ensure accurate and unduplicated reporting.
2. Ensure proper training of staff and designated staff for back -up Minerva
data entry to meet report due dates.
c. If special circumstances arise and the Contractor is unable to enter the data by the
reporting deadline(s), the Contractor shall ensure any requests for extensions to reporting
deadlines are requested in writing and sent directly to the PSM and County visa email
five (5) working days before the report due date.
The maximum extension request permitted is ten (10) working days.
i. The Contractor must notify the County of any potential extension requests prior
to contacting PSM.
1. Monthly invoices submitted with active data entry extensions will be
denied and may be resubmitted by the County once data for the
month(s) in question is complete.
2. Contractor with three (3) or more consecutive months of data entry
extensions or late reporting or four (4) or more program data entry
extensions or late reporting within a six (6) month period shall be
DSSA 18 4 of 29
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A
required to create a Corrective Action Plan with the County to submit to
DSHS.
Extensions granted due to Minerva technical issues will be excluded
from this count.
d. Complete prevention reporting, according to the Schedule /Due Dates below:
i. Ensure all required demographic information is provided for individual participant;
population reach; aggregate; environmental and mentoring or 1 -to -1 services in
Minerva.
ii. Report Community Coalition Coordination Staff Hours in Minerva for each month
of the calendar year.
e. Outcome Measures
i. The Contractor shall report on all required evaluation tools (i.e., pre /post- tests)
identified in Minerva that measure primary program objective.
Special situations and exceptions regarding evaluation tolls identified in the
Minerva include, but are not limited to the following:
1. The Contractor may negotiate with the County and DSHS Contract
Manager to reduce multiple administrations of surveys to individual
participants.
2. Participants in recurring program groups in which the majority of
participants are younger than ten (10) years old on the date of that
group's first service.
Performance Work Statement/Evaluation
i. The Contractor shall ensure program results show positive outcomes for at least
half of the participants in each program group as determined by Activity Log with
individual participant sessions.
DSSA 18 5 of 29
Reporting
Reporting Period Report(s) Report Due Dates System
Enter programs listed on approved Within 30 days of
Annually Strategic Action Plan by DSHS into Strategic Action Plan Minerva
Minerva approval.
As requested GPRA Measures. As requested. Minerva
Prevention activity data input for all
active services including community 15'h of each month for
Monthly
coalition coordination staff hours
activities from the Minerva
and efforts, services, participant
information, training, evaluation
previous month.
tools and assessments.
October 15
Quarterly CPWI Quarterly Reporting January 15 Minerva
April 15
July 15
Community Level Instrument — November 1, 2017
Bi- annually (for Revised (CLI -R). As required by May 1, 2018 Pep -CPe -C MRT
funds)
SAMHSA November, 1, 2018
i. Ensure all required demographic information is provided for individual participant;
population reach; aggregate; environmental and mentoring or 1 -to -1 services in
Minerva.
ii. Report Community Coalition Coordination Staff Hours in Minerva for each month
of the calendar year.
e. Outcome Measures
i. The Contractor shall report on all required evaluation tools (i.e., pre /post- tests)
identified in Minerva that measure primary program objective.
Special situations and exceptions regarding evaluation tolls identified in the
Minerva include, but are not limited to the following:
1. The Contractor may negotiate with the County and DSHS Contract
Manager to reduce multiple administrations of surveys to individual
participants.
2. Participants in recurring program groups in which the majority of
participants are younger than ten (10) years old on the date of that
group's first service.
Performance Work Statement/Evaluation
i. The Contractor shall ensure program results show positive outcomes for at least
half of the participants in each program group as determined by Activity Log with
individual participant sessions.
DSSA 18 5 of 29
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A
1. "Positive outcomes" means that at least half of the participants in a group
report positive improvement or maintenance as determined by the
program measurable objective between pre and post- tests.
2. Positive outcomes will be determined using the pre -test and post -test
data reported in Minerva.
3. Evaluation of Minerva data will occur on the 151h of the month following
the final date of service for each group.
DSHS shall use the following protocol for evaluation:
1. Matched pre -test and post -test pairs will be used in the analysis.
2. To allow for normal attendance drop -off, a 20% leeway will be given for
missing post- tests.
3. If there are missing post -tests for entered pre -tests in excess of 20% of
pre- tests, missing post -test will be counted as a negative outcome.
Example: there are ten (10) pre -tests and seven (7) post- tests. The
denominator would be (8) and the maximum numerator would be seven
7)
iii. Different groups, as determined by Activity Logs, receiving the same program will
be clustered by school district.
1. In cases where multiple providers are services the same school district,
groups will be clustered by school district and provider.
2. The results of one (1) provider in a given school district will not impact
another provider in the same district.
a. In cases where the survey instrument selected for a given
program includes more than one scale, the scale that is most
closely aligned with the measurable objective linked to the
program in Minerva will be used.
b. Results for groups, as determined by Activity Logs, with services
that span two (2) contracting periods will be analyzed in the
contracting period that the post -test was administered.
3. If fewer than half of the participants in a group, as determined by Activity
Log, within a given school district, report positive change in the intended
outcome:
a. The Contractor shall coordinate with the County to submit a
Performance Improvement Plan (PIP) for the non- compliant
program to the DSHS Contract Manager within forty -five (45)
days of notice by DSHS.
b. Reimbursement for the CSAP Category row on the A -19 for that
program will be held until the PIP is approved by the DSHS
Contract Manager.
c. If a second group, as determined by Activity Log, within that
same school district has fewer than half of the participants report
positive change in the intended outcome, then the following
steps will be taken:
i. In cases where there is no active non- compliant
program, the Contractor shall discontinue
implementation of that program within the specified
geography.
DSSA 18 6 of 29
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A
ii. In cases where the same programs as the non - compliant
program are active and continuing in the same school
district, those groups, as determined by Activity Logs,
will be allowed to complete the expected number of
sessions. No new groups, as determined by Activity
Logs, will be started.
iii. Following the conclusion of all groups, as determined by
Activity Logs, completing the program, results will be
reviewed for those groups.
iv. If the results do not show positive change for each
groups, as determined by Activity Logs, the Contractor
shall take the following action:
1. In cases where the program is being delivered
by a single provider in the specified geography,
the Contractor shall discontinue implementation
of that program in the specified geography.
2. In cases where the program is being delivered
by multiple providers in the specified geography,
the Contractor shall discontinue implementation
of that program that the underperforming
provider in the specified geography.
iv. A program that resulted in the need for a Performance Improvement Plan and
Plan was approved during the July 1, 2015 to June 30, 2017 contract period will
not carry that record forward into the July 1, 2017 — June 30, 2019 contract
period.
v. Implement and monitor prevention programs and reporting to assure compliance
with these guidelines.
DSSA 18 7 of 29
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B
As consideration for services, as described in the Scope of Work section of this Agreement, the County
agrees to pay the Contractor based on the specific conditions below, a sum not to exceed budget
amounts of $175,000 during the period July 1, 2017 through June 30, 2019.
1. Specific Payment Conditions:
a. The County will pay the Contractor on an hourly basis, at the rate of $40 per hour, for
time actually spent by the Contractor in performing the required services. Additionally the
County will reimburse the Contractor for travel expenses reasonably and necessarily
incurred by the Contractor in performing the required services. Mileage expenses shall be
reimbursed at rates not exceeding those established by the Cowlitz County Board of
Commissioners. Reimbursements for other expenses will be subject to advance approval
by the County for the actual amounts incurred by the Contractor.
b. The Contractor will coordinate with the County to prepare the State's required budget
template and adhere to this budget for specific line items.
c. Budget adjustments that total ten percent (10 %) or more from the approved CPWI
coalition budget shall submit a budget revision for approval at least fifteen (15) days prior
to expending adjusted budget items. Approval must be granted prior to expending funds.
d. Reimbursable Costs.
The Contractor shall ensure all expenditures for services and activities under this
Contract are submitted on the A -19 invoice appropriate for Minerva data entry.
e. Funding Allocation.
The Contractor shall manage the Contract to ensure that services are provided in a
manner that allocates the available resources over the life of the Contract.
f. Period of Performance Service Costs.
The Contractor shall ensure that service costs incurred are within the period of
performance of this Contract.
g. DSHS reserves the right to reduce the Prevention funds awarded in the Contract if the
Contractor expenditures are below 60% of expected levels during the fiscal quarter.
Expenditures will be reviewed quarterly.
Appropriate rate is defined as the percentage of expenditures being roughly equal to the
percentage of time in the Contract that has passed.
h. The source of funds in this contract is the Substance Abuse Block Grant (SABG) CFDA
93.959, the Washington State Dedicated Marijuana Account (DMA), and the Partnerships
for Success (PFS) Grant CFDA 93.243 (Year 4 is September 30, 2016 to September 29,
2017, Year 5 is September 30, 2017 to September 29, 2018).
i. PFS and DMA funds are not carried forward from year to year.
2. Billing and Payment for the Statement of Work
a. Invoice System
The Contractor shall submit invoices using the County's form, or such other form as
designated by the County. Consideration for services shall be payable upon receipt of
properly completed invoices which shall be submitted to the County Program Manager
within this Contract, by the Contractor, not more often than monthly. The invoices shall
describe and document to the County and DSHS' satisfaction a description of the work
performed, activities accomplished, the progress of the project, and fees.
b. County Obligation for Payment
i. The County agrees to make payment, as approved by the Auditor of Cowlitz
County, with County warrants on a calendar day specified by the County,
contingent on the availability of funds, following receipt of the Contractor's
complete and accurate request for payment.
ii. The County shall not be obligated to reimburse the Contractor for any services or
activities, performed prior to the effective date of this Contract.
1. Billing for Allowable Costs and Documented Costs
DSSA 18 8 of 29
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B
The Contractor shall ensure all expenditures for services and activities
under this Contract are:
a. Expended for allowable costs, which are in accordance with the
Fiscal /Program Requirements.
b. All documentation including reports must be submitted with the
billing documents.
c. Duplication
The Contractor assures that work performed and invoiced does not duplicate work to be
charged to the County and State of Washington under any other Contract or agreement
with the Contractor.
d. Claims for Payment
The Contractor shall:
I. Submit invoices for costs due and payable under this agreement that were
incurred prior to the expiration date within sixty (60) days of the date services
were provided.
ii. Submit final billing for services provided during each fiscal year within forty -five
45) days after the end of the State Fiscal Year.
Final PFS billing shall be submitted within forty -five (45) days of end of each
Federal Fiscal Year.
e. Non - Compliance
Failure to Maintain Reporting Requirements:
In the event the Contractor fails to maintain its reporting obligations under this Contract,
the County reserves the right to withhold reimbursements to the County /Contractor until
the obligations are met.
f. Recovery of Costs Claimed in Error:
If the Contractor claims and the County reimburses for expenditures under this Contract
which the County later finds were one (1) claimed in error or two (2) not allowable costs
under the terms of the Contract, the County shall recover those costs and the Contractor
shall fully cooperate with the recovery.
K?1.1u1.69JGir+f- 7fiC- -7'li iit;?
a. Grant funds cannot be used to supplant current funding of existing activities.
b. By law, none of the funds awarded can be used to pay the salary of an individual at a rate
in excess of the Executive Level 1, which is $199,700 annually.
c. Contractor must maintain records which adequately identify the source and application of
funds provided for financially assisted activities. These records must contain information
pertaining to grant or sub -grant awards and authorizations, obligations, unobligated
balances, assets, liabilities, outlays or expenditures, and income. SAMHSA or its
designee may conduct a financial compliance audit and on -site program review of grants
with significant amounts of Federal funding.
d. Per 45 CFR 74.36 and 45 CFR 92.34 and the HHS Grants Policy Statement, any
copyrighted or copyrightable works developed under this cooperative agreement shall be
subject to royalty -free, nonexclusive and irrevocable license to the government to
reproduce, publish, or otherwise use them and to authorize others to do so for General
Government purposes. Income earned from any copyrightable work developed under this
grant must be used as program income.
e. Program income accrued under this award must be used in accordance with the
additional costs alternative described in 45 CFR 74.24(b)(1) or 45 CFR 92.25(g)(2) as
applicable. Program income must be used to further the grant objectives and shall only
be used for allowable costs as set forth in the applicable OMB circulars A -102 and A -110.
f. No part of any appropriation contained in this Act shall be used, other than for normal and
recognized executive - legislative relationships, for publicity or propaganda purposes, for
the preparation, distribution, or use of any kit, pamphlet, booklet, publication, radio,
DSSA 18 9 of 29
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B
DSSA 18 10 of 29
television, or video presentation designed to support or defeat legislation pending before
the Congress, except in presentation to the Congress itself of any State legislature.
g. No part of any appropriation contained in this Act shall be used to pay the salary or
expense of any contract recipient, or agency acting for such recipient, related to any
activity to influence legislation or appropriations pending before the Congress or any
State legislature.
h. Where a conference is funded by a grant or cooperative agreement the recipient must
include the following statement on all conference materials (including promotional
materials, agenda, and internet sites): "Funding for this conference was made possible
in part) by Grant SP020155 and /or T1010056 from SAMHSA. The views expressed in
written conference materials or publications and by speakers and moderators do not
necessarily reflect the official policies of the Department of Health and Human Services;
nor does mention of trade names, commercial practices, or organizations imply
endorsement by the U.S. Government."
i. If federal funds are used by the Contractor to attend a meeting, conference, etc. and
meal(s) are provided as part of the program, then per diem applied to the Federal travel
costs (M &IE allowance) must be reduced by the allotted meal cost(s).
4. Advance Payment and Billing Limitations.
a. Advance Payment
The County shall not make any payments in advance or in anticipation of the delivery of
services to be provided pursuant to this Contract.
b. Authorized Services
The County shall pay the Contractor only for authorized services provided in accordance
with this Contract. If this Contract is terminated for any reason, the County shall pay only
for services authorized and provided through the date of termination.
DSSA 18 10 of 29
PROFESSIONAL SERVICES AGREEMENT
GENERAL CONDITIONS
ATTACHMENT C
1. Scope of Contractor's Services. The Contractor agrees to provide to the County services and any
materials set forth in the project narrative identified as Attachment A during the agreement period.
No material, labor, or facilities will be furnished by the County, except as provided for herein.
2. Accounting and Payment for Contractor Services. Payment to the Contractor for services
rendered under this Agreement shall be as set forth in Attachment B. Unless specifically stated in
Attachment B, the County will not reimburse the Contractor for any costs or expenses incurred by
the Contractor in the performance of this contract.
3. Delegation and Subcontracting. Contractor's services are deemed personal and no portion of this
contract may be delegated or subcontracted to any other individual, firm or entity without the
express and prior written approval of the County Project Manager.
4. Independent Contractor. The Contractor's services shall be furnished by the Contractor as an
independent contractor and nothing herein contained shall be construed to create a relationship
of employer /employee or master /servant.
The Contractor acknowledges that the entire compensation for this Agreement is specified in
Attachment B and the Contractor is not entitled to any county benefits including, but not limited to:
vacation pay, holiday pay, sick leave pay, medical, dental or other insurance benefits, or any
other rights or privileges afforded to Cowlitz County employees. The Contractor represents that it
maintains a separate place of business, serves clients other than the County, will report all
income and expense accrued under this contract with the Internal Revenue Service on a
business tax schedule, and has a tax account with the State of Washington Department of
Revenue for payment of all sales and use and Business and Occupation taxes collected by the
State of Washington.
In the event that either the state or federal government determines that an employer /employee or
master /servant relationship exists rather than an independent contractor relationship such that
Cowlitz County is deemed responsible for federal withholding, social security contributions,
workers compensation and the like, the Contractor agrees to reimburse Cowlitz County for any
payments made or required to be made by Cowlitz County. Should any payments be due to the
Contractor pursuant to this Agreement, the Contractor agrees that reimbursement may be made
by deducting from such future payments a pro rata share of the amount to be reimbursed.
Notwithstanding any determination by the state or federal government that an employer /employee
or master /servant relationship exists, the Contractor, its officers, employees and agents, shall not
be entitled to any benefits which Cowlitz County provides to its employees.
5. No Guarantee of Employment. The performance of all or part of this contract by the Contractor
shall not operate to vest any employment rights whatsoever and shall not be deemed to
guarantee any employment of the Contractor or any employee of the Contractor or any
subcontractor or any employee of any subcontractor by the County at the present time or in the
future.
6. Regulations and Requirements. This Agreement shall be subject to all federal, state and local
laws, rules, and regulations.
7. Right to Review. This contractor is subject to review by any federal or state auditor. The County
shall have the right to review and monitor the financial and service components of this program
by whatever means are deemed expedient by the County Project Manager. Such review may
occur with or without notice, and may include, but is not limited to, on -site inspection by County
agents or employees, inspection of all records or other materials which the County deems
pertinent to the Agreement and its performance, and any and all communications with or
evaluations by service recipients under this Agreement. The Contractor shall preserve and
maintain all financial records and records relating to the performance of work under this
Agreement for six (6) years after contract termination, and shall make them available for such
review, within Cowlitz County, State of Washington, upon request, during reasonable business
hours.
DSSA 18 11 of 29
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C
8. Modifications. Either party may request changes in the Agreement. Any and all agreed
modifications shall be in writing, signed by each of the parties.
9. Termination for Default. If the Contractor defaults by failing to perform any of the obligations of
the contract or becomes insolvent or is declared bankrupt or makes an assignment for the benefit
of creditors, the County may, by depositing written notice to the Contractor in the U.S. Mail,
postage prepaid, terminate the contract, and at the County's option, obtain performance of the
work elsewhere. If the contract is terminated for default, the Contractor shall not be entitled to
receive any further payments under the contract. Any extra cost or damage to the County
resulting from such default(s) shall be deducted from any money due or coming due to the
Contractor. The Contractor agrees to bear any extra expenses incurred by the County in
completing the work, including all increased costs for completing the work, and all damage
sustained, or which may be sustained by the County by reason of such default.
If a notice of termination for default has been issued and it is later determined for any reason that
the Contractor was not in default, the rights and obligations of the parties shall be the same as if
the notice of termination had been issued pursuant to the Termination for Public Convenience
paragraph hereof.
10. Termination for Public Convenience. The County may terminate the contract in whole or in part
whenever the County determines, in its sole discretion that such termination is in the interests of
the County. Whenever the contract is terminated in accordance with this paragraph, the
Contractor shall be entitled to payment for actual work performed for completed items of work. 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 contract by the County at any time during the term,
whether for default or convenience, shall not constitute a breach of contract by the County.
11. Termination Due to Insufficient Funds. If sufficient funds for payment under this contract are not
appropriated or allocated or are withdrawn, reduced, or otherwise limited, the County may
terminate this contract upon thirty (30) days written notice to the Contractor. No penalty or
expense shall accrue to the County in the event this provision applies.
12. Termination Procedure. The following provisions apply in the event that this Agreement is
terminated:
a. The Contractor shall cease to perform any services required hereunder as of the effective
date of termination and shall comply with all reasonable instructions contained in the
notice of termination, if any.
b. The Contractor shall provide the County with an accounting of authorized services
provided through the effective date of termination.
c. If the Agreement has been terminated for default, the County may withhold a sum from
the final payment to the Contractor that the County determines necessary to protect itself
against loss or liability.
13. Defense and Indemnity Agreement. To the fullest extent permitted by law and except to the
extent caused by the sole negligence of the County, the Contractor shall indemnify, defend and
hold the County and its appointed and elected officers, agents and employees, and volunteers,
harmless from and against any and all claims for any injuries, death or damage to persons or
property (including any loss of use resulting therefrom), directly or indirectly arising out of,
resulting from, or in connection with performance of this Agreement. Contractor's obligation to
indemnify, defend and hold harmless includes any claim by Contractor's agents, employees,
representatives, or any subcontractor or its employees. Contractor expressly agrees to indemnify,
defend and hold harmless the County from any claims arising out of or incident to either
Contractor's or its Subcontractor's performance or failure to perform this Agreement.
It is further agreed by and between the parties that in no event shall any County appointed or
elected officer, agent, employee, or volunteer, when executing their official duties in good faith, be
in any way personally liable or responsible for any agreement or performance contained herein,
whether express or implied, nor for any statement or representation made herein or in any
connect with this Agreement. The foregoing indemnification obligations of the Contractor are a
DSSA 18 12 of 29
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C
material inducement to County to enter into this Agreement, are reflected in the Contractor's
compensation, and have been mutually negotiated by the parties.
14. Industrial Insurance Waiver. With respect to the performance of this Agreement and as to claims
against the County, its appointed and elected officers, agents and employees, the Contractor
expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial
Insurance Act, as now or hereafter amended, 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. Along with the other provisions
of this Agreement, this waiver is mutually negotiated by the parties to this Agreement.
15. Venue and Choice of Law. In the event that any litigation should arise concerning the construction
or interpretation of any of the terms of this Agreement, the venue of such action shall be in the
courts of the State of Washington in and for the County of Cowlitz. This Agreement shall be
governed by the law of the State of Washington.
16. Withholding Payment. In the event the County Project Manager determines that the Contractor
has failed to perform any obligation under this Agreement within the times set forth in this
Agreement, then the County may withhold from amounts otherwise due and payable to
Contractor the amount determined by the County as necessary to cure the default, until the
County Project Manager determines that such failure to perform has been cured. Withholding
under this clause shall not be deemed a breach entitling Contractor to termination or damages,
provided that the County promptly gives notice in writing to the Contractor of the nature of the
default or failure to perform, and in no case more than ten (10) days after it determines to
withhold amounts otherwise due. A determination of the County Project Manager set forth in a
notice to the Contractor of the action required and /or the amount required to cure any alleged
failure to perform shall be deemed conclusive, except to the extent that the Contractor acts within
the times and in strict accord with the provision of the Disputes clause of this Agreement. The
County may act in accordance with any determination of the County Project Manager which has
become conclusive under this clause, without prejudice to any other remedy under the
Agreement, to take all or any of the following actions. (1) cure any failure or default, (2) to pay any
amount so required to be paid and to charge the same to the account of the Contractor. In the
event the Contractor obtains relief upon a claim under the Disputes clause, no penalty or
damages shall accrue to the Contractor by reason of good faith withholding by the County under
this Clause.
17. Rights and Remedies. The duties and obligations imposed by this Agreement and the rights and
remedies available hereunder shall be in addition to and not a limitation of any duties, obligations,
rights and remedies otherwise imposed or available bylaw.
18. Contractor Commitments. Warranties and Representations. Any written commitment received
from the Contractor concerning this Agreement shall be binding upon the Contractor, unless
otherwise specifically provided herein with reference to this paragraph. Failure of the Contractor
to fulfill such a commitment shall render the Contractor liable for damages to the County. A
commitment includes, but is not limited to any representation made prior to execution of this
Agreement, whether or not incorporated elsewhere herein by reference, as to performance of
services or equipment, prices or options for future acquisition to remain in effect for a fixed period,
or warranties.
19. Patent/Copyright Infringement. Contractor will defend, indemnify and save harmless County, its
appointed and elected officers, agents and employees from and against all loss or expense,
including but not limited to claims, demands, actions, judgments, settlements, attorneys' fees and
costs by reason of any and all claims and demands upon the County, its elected or appointed
officials or employees for damages because of the Contractor's alleged infringement on any
patent or copyright. The Contractor will pay those costs and damages attributable to any such
claims that are finally awarded against the County, its appointed and elected officers, agents and
employees in any action. Such defense and payments are conditioned upon the following:
a. That Contractor shall be notified promptly in writing by County of any notice of such
claim.
b. 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
DSSA 18 13 of 29
PROFESSIONAL SERVICES AGREEMENT ATTACH ME NT C
infringement, is made, provided no reduction in performance or loss results to the
County.
20. Disputes:
a. General. Differences between the Contractor and the County, arising under and by virtue
of the contract documents shall be brought to the attention of the County at the earliest
possible time in order that such matters may be settled or other appropriate action
promptly taken. The records, orders, rulings, instructions, and decision of the County
Project Manager shall be final and conclusive thirty (30) days from the date of mailing
unless the Contractor mails or otherwise furnishes to the County Project Manager a
written notice of appeal. The notice of appeal shall include facts, law, and argument as to
why the conclusions of the County Project Manager are in error.
In connection with any appeal under this clause, the Contractor and County shall have
the opportunity to submit written materials and argument and to offer documentary
evidence in support of the appeal. Oral argument and live testimony will not be permitted.
The decision of the County Project Manager for the determination of such appeals shall
be final and conclusive. Reviews of the appellate determination shall be brought in the
Superior Court of Cowlitz County within fifteen (15) days of mailing of the written
appellate determination. Pending final decision of the dispute, the Contractor shall
proceed diligently with the performance of this Agreement and in accordance with the
decision rendered.
b. Notice of Potential Claims. The Contractor shall not be entitled to additional
compensation or to extension of time for (1) any act or failure to act by the County Project
Manager or 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 additional time claimed to be additional.
c. Detailed Claim. The Contractor shall not be entitled to claim any such additional
compensation, or extension of time, unless within thirty (30) days of the accomplishment
of the portion of the work from which the claim arose, and before final payment by the
County, the Contractor has given the County a detailed written statement of each
element of cost or other compensation requested and of all elements of additional time
required, and copies of any supporting documents evidencing the amount or the
extension of time claimed to be due.
21. Ownership of Items Produced and Public Disclosure. All writings, programs, data, art work,
music, maps, charts, tables, illustrations, records or other written, graphic, analog or digital
materials prepared by the Contractor and /or its consultants or subcontractors, in connection with
the performance of this Agreement shall be the sole and absolute property of the County and
constitute "work made for hire" as that phrase is used in federal and /or state intellectual property
laws and Contractor and /or its agents shall have no ownership or use rights in the work. Except
as to data or information in the public domain or previously known to Contractor or required to be
disclosed by law, subpoena or other process, the following shall apply:
a. Correspondence, emails, reports and other electronic or written work product will be
generated between the Contractor and County during the course of this Contract. This
Contract and such work product in the possession of Contractor may be deemed public
records subject to disclosure under the Washington State Public Records Act, Chapter
42.56 RCW (Public Records Act). Thus, the County shall be required, upon request, to
disclose this Contract and all documents related to it unless an exemption under the
Public Records Act or other laws applies. Contractor shall fully cooperate with and assist
the County with respect to any request for public records received by the County related
to the services performed under this Contract.
DSSA 18 14 of 29
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C
b. Should County receive a request for disclosure, County agrees to provide Contractor ten
10) days written notice of impending release, and to cooperate with any legal action
which may be initiated by Contractor to enjoin or otherwise prevent such release,
provided that all expense of any such litigation shall be borne by Contractor, including
damages, attorney's fees or costs awarded by reason of having opposed disclosure, and
further provided that County shall not be liable for any release where notice was provided
and Contractor took no action to oppose the release of information. Notice of any
proposed release of information pursuant to Chapter 42.56 RCW, shall be provided to
Contractor according to the "Notice" provision herein. If the Contractor has not obtained
an injunction and served the County with that injunction by the close of business on the
tenth business day after the County sent notice, the County will then disclose the record
unless it makes an independent determination that the record is exempt from disclosure.
Notwithstanding the above, the Contractor must not take any action that would affect (a)
the County's ability to use goods and services provided under this Contract or (b) the
Contractor obligations under this Contract. The Contractor will fully cooperate with the
County in identifying and assembling records in case of any public disclosure request.
c. Contractor's failure to timely provide such records upon demand shall be deemed a
material breach of this Contract. To the extent that the County incurs any monetary
penalties, attorneys' fees, and /or any other expenses as a result of such breach,
Contractor shall fully indemnify and hold harmless County as set forth in Section 13. For
purposes of this section, the terms "public records" and "agency' shall have the same
meaning as defined by Chapter 42.56 RCW, as said chapter has been construed by
Washington courts. The provisions of this section shall survive the expiration or
termination of this Agreement.
22. Recovery of Payments to Contractor. The right of the Contractor to retain monies paid to it is
contingent upon satisfactory performance of this Agreement, including the satisfactory completion
of the project described in the Scope of Work (Attachment A). In the event that Contractor fails,
for any reason, to perform obligations required of it by this Agreement, the Contractor may, at the
County Project Manger's sole discretion, be required to repay to the County all monies disbursed
to the Contractor for those parts of the project that are rendered worthless in the opinion of the
County Project Manager by such failure to perform.
23. Proiect Approval. The extent and character of all work and services to be performed under this
Agreement by the Contractor shall be subject to the review and approval of the County Project
Manager, For purposes of this Agreement, the County Project Manager is:
Name: Gena James
Tittle: Human Services Manager
Department: Human Services
Address: 1952 9th Ave
Longview, WA 98632
Telephone: (360) 414 -5599 ext. 6454
E -mail: JamesG(.co.cowlitz.wa.us
Fax: (360) 425 -7531
In the event there is a dispute with regard to the extent and character of the work to be done, the
determination of the County Project Manager as to the extent and character of the work to be
done shall govern subject to the Contractor's right to appeal that decision as provided herein.
24. Non - Discrimination. The Contractor shall not discriminate against any person on the basis of
race, creed, political ideology, color, national origin, sec, marital status, sexual orientation, age, or
the presence of any sensory, mental or physical handicap.
25. Subcontractors. In the event that the Contractor employs the use of any subcontractors, the
contract between the Contractor and the subcontractor shall provide that the subcontractor is
bound by the terms of this Agreement between the County and the Contractor. The Contractor
shall insure that in all subcontractors entered into, County is names as an express third -party
beneficiary of such contracts with full rights as such.
26. Third Party Beneficiaries. This agreement is intended for the benefit of the County and Contractor
and not for the benefit of any third parties.
DSSA 18 15 of 29
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C
27. Standard of Care. The Contractor shall perform its duties hereunder in a manner consistent with
that degree of care and skill ordinarily exercised by members of the same profession as
Contractor currently practicing under similar circumstances. The Contractor shall, without
additional compensation, correct those services not meeting such a standard.
28. Time is of the Essence. Time is of the essence in the performance of this contract unless a more
specific time period is set forth in either the Special Terms and Conditions or Scope of Work.
29. Notice. Except as set forth elsewhere in the Agreement, for all purposes under this Agreement,
except service of process, any notices shall be given by the Contractor to the County Project
Manager. Notice to the Contractor for all purposes under this Agreement shall be given to the
person executing the Agreement on behalf of the Contractor at the address identified on the
signature page.
30. Severability. If any term or condition of this contract or the application thereof to any person(s) or
circumstances is held invalid, such invalidity shall not affect other terms, conditions or
applications which can be given effect without the invalid term, condition or application. To this
end, the terms and conditions of this contract are declared severable.
31. Precedence. In the event of inconsistency in this Agreement, unless otherwise provided herein,
the inconsistency shall be resolved by giving precedence in the following order:
a. Applicable federal, state and local statues, ordinances and regulations;
b. Scope of Work (Attachment A) and Compensation (Attachment B);
c. Special Terms and Conditions (Attachment D); and
d. General Conditions (Attachment C).
32. Waiver. Waiver of any breach or condition of this contract shall not be deemed a waiver of any
prior or subsequent breach. No term or condition of this contract shall be held to be waived,
modified or deleted except by an instrument, in writing, signed by the parties hereto.
33. Attorney Fees. In the event that litigation must be brought to enforce the terms of this agreement,
the prevailing party shall be entitled to be paid reasonable attorney fees.
34. Construction. This agreement has been mutually reviewed and negotiated by the parties and
should be given a fair and reasonable interpretation and should not be construed less favorably
against either party.
35. Survival. Without being exclusive, Paragraphs 4, 72 13 -19, 21 -22 and 30 -35 of these General
Conditions shall survive any termination, expiration or determination of invalidity of this
Agreement in whole or in part. Any other Paragraphs of this Agreement which, by their sense and
context, are intended to survive shall also survive.
36. Entire Agreement. This written contract represents the entire Agreement between the parties and
supersedes any prior statements, discussions or understandings between the parties except as
provided herein.
DSSA 18 16 of 29
PROFESSIONAL SERVICES AGREEMENT
SPECIAL TERMS AND CONDITIONS
ATTACHMENT D
Definitions Specific to Program Agreement: The words and phrases listed below, as used in this
Program Agreement, shall each have the following definitions:
a. "BARS" means - "Fiscal /Program Requirements ", see below, which replaces BARS
document.
b. "BHA" means Behavioral Health Administration.
C. "Certified Prevention Professional" or "CPP" means the Prevention Specialist certification
recognized by the International Credentialing and Reciprocity Consortium (IC &RC) and
supported by the Prevention Specialist Certification Board of Washington,
www. pscbw.com.
d. "CFR" means the Code of Federal Regulations. All references in this Agreement to CFR
chapters or sections shall include any successor, amended, or replacement regulation.
e. "Community Prevention and Wellness Initiative" or "CPWI" means the DSHS substance
abuse prevention delivery system that focuses prevention services in high -need
communities in Washington State as selected by County /Contractor and approved by
DSHS.
f. "Confidential Information" means information that is exempt from disclosure to the public
or other unauthorized persons under Chapter 42.56 RCW or other federal or state laws.
Confidential Information includes, but is not limited to, Personal Information.
g. "Contract Coordinator" means the person designated by the legislative authority of a
County /Contractor to carry out administrative and oversight responsibilities of the County
prevention programs.
h. "DSHS Contract Manager" means the DSHS contact.
i. "Data" means information that is disclosed or exchanged as described by this Contract.
j. "DEX means United States Drug Enforcement Agency.
k. "Debarment" means an action taken by a federal official to exclude a person or business
entity from participating in transactions involving certain federal funds.
I. "Dedicated Marijuana Account" or "DMA" means revenue generated by the taxation of
retail marijuana as a result of the implementation of Initiative 502 (I -502) as authorized by
the Washington State Legislature in 2E2SHB 2136.
m. "DBHR" means the Division of Behavioral Health and Recovery or its successor.
n. "Ensure' as to this Contract means to make sure that something will happen or will be
available within the resources identified in the Consideration.
o. "EPA" means Environmental Protection Agency.
p. "Fiscal /Program Requirements" means the Supplementary Instructions and Fiscal Policy
Standards for Reimbursable Costs as used by DSHS located at:
https: / /www. dshs.wa. gov /sites /default/files /BHS IA/dbh/ Substance %20Use /FY14 %20Fisc
al %20Program %2ORegu irements %20for %20S U D. pdf
q. "Media materials and publications" means:
i. News Release: A brief written announcement the agency provides to reporters
highlighting key events, research, results, new funding and programs, and other
news.
ii. Paid Media: Any advertising space /time that is purchased for prevention /coalition
messages (printed publications /newspapers, online, outdoor, on- screen, TV and
radio).
iii. Earned Media: Published news stories (print, broadcast or online) resulting from
the Counties' contacts with reporters.
iv. Donated Media, including public service announcements: Any free advertising
space or time from broadcast, print, outdoor, online, and other advertising
vendors.
v. Social Media: Also referred to as new media: messages posted online on
Facebook, Twitter, YouTube, Instagram, Snapchat and similar sites.
r. "Partnerships for Success" also known as "Partnerships for Success 2013" or "PFS"
means the Federal grant funded by the Substance Abuse and Mental Health Services
Administration (SAMHSA), CFDA number 93.243.
DSSA 18 17 of 29
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT D
S. "Personal Information" means information identifiable to any person, including, but not
limited to, information that relates to a person's name, health, finances, education,
business, use or receipt of governmental services or other activities, addresses,
telephone numbers, social security numbers, driver license numbers, other identifying
number, or any financial identifiers.
t. "Prevention Activity Data" means information input to the "Substance Use Disorder
Prevention Mental Health Promotion Online Reporting System" or "Minerva" to record all
active prevention services including outcome measures. This information will be used to
verify services identified in A -19 invoices prior to payment and must be entered into
Minerva by the close of business of the fifteenth (15th) of each month for prevention
activities provided during the previous month.
U. "Prevention System Manager" (PSM) means the designee assigned to manage day to
day responsibilities associated with this Contract.
V. "RCW" means the Revised Code of Washington. All references in this Agreement to
RCW chapters or sections shall include any successor amended, or replacement statute.
W. "Regular annual schedule' means consistent, reliable services with a pattern of
implementation intervals throughout the year.
X. "Substance Abuse Block Grant' or "SABG" means Federal Substance Abuse Block Grant
funded by the Substance Abuse and Mental Health Services Administration (SAMHSA),
CFDA number 93.959.
y. "Substance Use Disorder Prevention and Mental Health Promotion Online Reporting
System" or "Minerva" means the management information system maintained by DSHS
that collects planning, demographic, and prevention service data.
Z. "USC" means the United States Code. All references in this Agreement to USC chapters
or sections shall include any successor, amended, or replacement statue.
aa. "WAC" means that Washington Administrative Code. All references in this Agreement to
WAC chapters and section shall include any successor, amended, or replacement
regulations.
2. Insurance. The Contractor shall maintain in full force and effect during the term of this Agreement,
and until final acceptance of the work, public liability and property damage insurance with
companies or through sources approved by the state insurance commissioner pursuant to RCW
Title 48, as now or hereafter amended. The County, its appointed and elected officials, agents
and employees, shall be specifically named as additional insureds in a policy with the same
company which insures the Contractor or by endorsement to an existing policy or with a separate
carrier approved pursuant to RCW Title 48, as now or hereafter amended, and the following
coverages shall be provided:
COMPREHENSIVE GENRAL LIABILITY:
Bodily injury, including death. $1,000,000 Per occurrence
Property damage $150002000 Per occurrence
220002000 Aggregate
ERRORS AND OMISSIONS or PROFESSIONAL
LIABILITY with an Extended Reporting
Period Endorsement (two year tail). $150005000 Per occurrence
WORKERS COMPENSATION: Statutory amount
Waiver of Title 51 Rights
AUTOMOBILE: coverage on owned, non - owned, rented and hired vehicles
Bodily injury, liability, including death. $1,000,000 Per occurrence
Property damage liability $1,000,000 Per occurrence
21000,000 Aggregate
All Contractor's and Contractor's subcontractors' insurance policies and additional names insured
endorsements shall provide primary insurance coverage and be non - contributory. Any insurance,
self- insured retention, deductible, risk retention or insurance pooling maintained or participated in
by the County shall be excess and not contributory to such insurance policies. All Contractor's
and Contractor's subcontractors' liability insurance policies must be endorsed to show this
primary coverage.
DSSA 18 18 of 29
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT D
Upon request, the Contractor shall provide a full and complete and certified copy of all requested
insurance policies to the County. The County reserves the right, but not the obligation, to revise
any insurance requirement, not limited to limits, coverages and endorsements, or to reject any
insurance policies which fail to meet the requirements of this Agreement. Additionally, the County
reserves the right, but not the obligation, to review and reject any proposed insurer providing
coverage based upon the insurer's financial condition or licensing status in Washington. Any
deductibles and /or self- insured retentions exceeding $10,000 or any stop -loss provisions, the
County shall have the right to request and review the Contractor's most recent annual financial
reports and audited financial statements as a condition of approval.
Contractor hereby agrees to a waive subrogation with respect to each insurance policy
maintained under this Agreement. When required any an insurer, or if a policy condition does not
permit Contractor to enter into a pre -loss agreement to waive subrogation without an
endorsement, then Contractor agrees to notify the insurer and obtain such endorsement. This
requirement shall not apply to any policy which includes a condition expressly prohibiting waiver
of subrogation by the insured or which voids coverage should the Contractor enter into such a
waiver of subrogation on a pre -loss basis.
The County, its departments, elected and appointed officials, employees, agents and volunteers
shall be names as additional insureds on Contractor's and Contractor's subcontractors' insurance
policies by way of endorsement for the full available limits of insurance maintained by the
Contractor and subcontractor, and all coverage shall be primary and non - contributory. A state or
notion of additional insured status on a Certificate of Insurance shall not satisfy these
requirements. [This endorsement shall not be required if the Contractor is a governmental entity
and is insured through a governmental entity risk pool authorized by the State of Washington.]
The Contractor shall, for each required insurance policy, provide a Certificate of Insurance, with
endorsements attached, evidencing all required coverages, limits, deductibles, self- insured
retentions and endorsements and which is conditioned upon the County receiving thirty (30) days
prior written notice of reduction in coverages, cancellation or non - renewal. Each Certificate of
Insurance and all insurance notices shall be provided to: ATTN: Risk Manager, Cowlitz County
Administrative Svc., 207 4th Ave. N., Kelso, WA 98626. This Agreement shall be void ab initio if
the proof of coverage is not timely supplied.
The insurance maintained under this Agreement shall not in any manner limit or qualify the
liabilities or obligations of the Contractor under this Agreement. All insurance policy deductibles
and self- insured retentions for policies maintained under this Agreement shall be paid by the
Contractor.
Compensation and /or payments due to the Contractor under this Agreement are expressly
conditioned upon the Contractor's strict compliance with all insurance requirements. Payment to
the Contractor shall be suspended in the event of non - compliance. Upon receipt of evidence of
Contractor's compliance, payments not otherwise subject to withholding or set -off will be released
to the Contractor. This Agreement shall be void ab initio if the proof of coverage is not timely
supplied.
If the Errors and Omissions or Professional Liability insurance obtained is an occurrence policy as
opposed to a claims -made policy, the Extended Reporting Period Endorsement is not required.
3. Applicable Law.
This Contract contains links to both DSHS and Federal websites to provide references,
information and forms the Contractor uses. Links may break or become inactive if a website is
reorganized; the County is not responsible for links that do not respond as expected.
These legal resources identified below are incorporated by reference and include, but are not
limited to the following:
a. 21 CFR Food and Drugs
DSSA 18 19 of 29
9hT$lyWS1RHI_11&14:1,T /[yWITC'1 Oki aaIDIaP11 ATTACHMENT D
Chapter 1, Subchapter C, Drugs: General
https://www.law.cornell.edu/cfr/text/21/chapter-1/subchapter-C
b. 42 CFR Subchapter A-- General Provisions
Part 2 Confidentiality of Alcohol and Drug Abuse Patient Records
https://www.law.cornell.edu/cfr/text/42/chapter-1/subchapter-A
c. 45 CFR Public Welfare, Part 96 Block Grants, Subpart L Substance Abuse Block Grant
https://www.law.cornelI.edu/cfr/text/45/part-96/subpart-L
d. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for HHS
Awards 2 CFR Part 200 in 45 CFR Part 75
https://www.law.cornelI.edu/cfr/text/45/part-75
e. Fiscal /Program Requirements (Formerly BARS)
https://www.dshs. wa. gov /sites /defau It/ files /BH S IA/dbh /Substance %20Use /FY 14 %20F isc
al %20Program %20Regu irements %20for %20SU D. pdf
4. Requirements.
a. Background Checks. (RCW 43.43, WAC 388 -877 & 388 -877B)
i. The Contactor shall ensure a criminal background check is conducted for all staff
members, case managers, outreach staff members, etc. or volunteers who have
unsupervised access to children, adolescents, vulnerable adults, and persons
who have developmental disabilities.
ii. When providing services to youth, the Contractor shall ensure that requirements
of WAC 388 -06 -0170 are met.
b. Services and Activities to Ethnic Minorities and Diverse Populations.
The Contractor shall:
i. Ensure all services and activities provided by the County /Contractor or
subcontractor under this Contract shall be designed and delivered in a manner
sensitive to the needs of all diverse populations.
ii. Initiate actions to ensure or improve access, retention, and cultural relevance of
prevention or other appropriate services, for ethnic minorities and other diverse
populations in need of prevention services as identified in their needs
assessment.
iii. Take the initiative to strengthen working relationships with other agencies serving
these populations.
c. Continuing Education
i. Ensure that continuing education is provided for employees of any entity
providing prevention activities. (42 USC 300x -28(b) and 45 CFR 96.132(b)).
d. Single Source Funding
i. The County /Contractor shall ensure all subcontractors that Single Source
Funding means that a subcontractor can use only one source of funds at any
given time.
ii. Each cost reimbursement Prevention service provided must be billed only one (1)
time through the source selected for funding this expense. At no time may the
same expense be billed through more than one (1) funding source.
e. Federal Block Grant Funding Requirements.
The Contractor shall comply with the following:
Charitable Choice (42 USC 300x -65 and 42 CFR Section 54)
i. The Contractor shall ensure that Charitable Choice Requirements of 42 CFR Part
54 are followed and that Faith -Based Organizations (FBO) are provided
opportunities to compete with traditional alcohol /drug abuse prevention providers
for funding.
ii. If the Contractor subcontracts with FBOs, the Contractor shall require the FBO to
meet the requirements of 42 CFR Part 54 as follows:
1. Applicants /recipients for /of services shall be provided with a choice of
prevention providers.
2. The FBO shall facilitate a referral to an alternative provider within a
reasonable time frame when requested by the recipient of services.
DSSA 18 20 of 29
PROFESSIONAL SERVICES AGREEMENT
5.
6.
ATTACHMENT D
3. The FBO shall report to the County /Contractor all referrals made to
alternative providers.
4. The FBO shall provide recipients with a notice of their rights.
5. The FBO provides recipients with a summary of services that includes
any inherently religious activities.
6. Funds received from the federal block grant must be segregated in a
manner consistent with Federal regulations.
7. No funds may be expended for religious activities.
f. Notice of Federal Block Grant Funding Requirement.
The Contractor shall:
i. Notify subcontractors in writing of the federal funds, when federal block grant
funds are allocated by the Contractor to subcontractors for the delivery of
services and activities under this Contract.
ii. Ensure all subcontractors comply with all conditions and requirements for use of
federal block grant funds within any subcontracts or other agreements. OMB 2
CFR, Part 200, Subpart F (A -133).
iii. A portion of the funding for this contract may be from the federally funded
Substance Abuse Block Grant (SABG) CFDA #93.959. The amount allocated will
be detailed in the Contractor's authorization for service.
g. Monitoring
i. On -site Monitoring.
The County shall conduct review which shall include at least one on -site visit
during the contract period during the period of performance of this Contract in
order to monitor compliance with contract performance criteria for the purpose of
documenting that the Contractor is fulfilling the requirements of this contract.
ii. Minerva Monitoring
The Contractor shall ensure that all services funded with DSHS funds have been
entered in the Minerva.
1. Ensure accurate and unduplicated reporting.
2. Ensure proper training of staff and designated back -up staff for Minerva
data entry to meet report due dates.
iii. Additional Monitoring Activities
The Contractor shall maintain records and make them available to the County
and DSHS upon request.
Certification Regarding Ethics. By signing this Agreement, the Contractor certifies that the County
is in compliance with Chapter 42.23 RCW and shall comply with Chapter 42.23 RCW throughout
the term of this Agreement.
Debarment Certification. The Contractor, by signature to this Agreement, certifies that the
Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible,
any federal department or agency. The Contractor also agrees to include the above requirement
in all subcontracts into which it enters.
DSSA 18 21 of 29
PROFESSIONAL SERVICES AGREEMENT
DATA SECURITY REQUIREMENTS
FAI CAW :nAi1401AA
1. Definitions. The words and phrases listed below, as used in this Exhibit, shall each have the
following definitions:
a. "Authorized User(s)" means an individual or individuals with an authorized business
requirement to access DSHS Confidential Information.
b. "Hardened Password" means a string of at least eight characters containing at least one
alphabetic character, at least one number and at least one special character such as an
asterisk, ampersand, or exclamation point.
c. "Unique User ID" means a string of characters that identifies a specific user and which, in
conjunction with a password, passphrase or other mechanism, authenticates a user to an
information system.
2. Data Transport. When transporting DSHS Confidential Information electronically, including via
email, the Data will be protected by:
a. Transporting the Data within the (State Governmental Network) SGN or Contractor's
internal network, or;
b. Encrypting any Data that will be in transit outside the SGN or Contractor's internal
network. This includes transit over the public Internet.
3. Protection of Data. The Contractor agrees to store Data on one or more of the following media
and protect the Data as described:
a. Hard disk drives. Data stored on local workstation hard disks. Access to the Data will be
restricted to Authorized User(s) by requiring logon to the local workstation using a Unique
User ID and Hardened Password or other authentication mechanisms which provide
equal or greater security, such as biometrics or smart cards.
b. Network server disks. Data stored on hard disks mounted on network servers and made
available through shared folders. Access to the Data will be restricted to Authorized
Users through the use of access control lists which will grant access only after the
Authorized User has authenticated to the network using a Unique User ID and Hardened
Password or other authentication mechanisms which provide equal or greater security,
such as biometrics or smart cards. Data on disks mounted to such servers must be
located in an area which is accessible only to authorized personnel, with access
controlled through use of a key, card key, combination lock, or comparable mechanism.
For DSHS Confidential Information stored on these disks, deleting unneeded Data is
sufficient as long as the disks remain in a Secured Area and otherwise meet the
requirements listed in the above paragraph. Destruction of the Data as outlined in Section
5. Data Disposition may be deferred until the disks are retired, replaced, or otherwise
taken out of the Secured Area.
c. Optical discs (CDs or DVDs) in local workstation optical disc drives. Data provided by
DSHS on optical discs which will be used in local workstation optical disc drives and
which will not be transported out of a Secured Area. When not in use for the contracted
purpose, such discs must be locked in a drawer, cabinet or other container to which only
Authorized Users have the key, combination or mechanism required to access the
contents of the container. Workstations which access DSHS Data on optical discs must
be located in an area which is accessible only to authorized personnel, with access
controlled through use of a key, card key, combination lock, or comparable mechanism.
d. Optical discs (CDs or DVDs) in drives or jukeboxes attached to servers. Data provided by
DSHS on optical discs which will be attached to network servers and which will not be
transported out of a Secured Area. Access to Data on these discs will be restricted to
Authorized Users through the use of access control lists which will grant access only after
the Authorized User has authenticated to the network using a Unique User ID and
Hardened Password or other authentication mechanisms which provide equal or greater
security, such as biometrics or smart cards. Data on discs attached to such servers must
be located in an area which is accessible only to authorized personnel, with access
controlled through use of a key, card key, combination lock, or comparable mechanism.
DSSA 18 22 of 29
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT E
e. Paper documents. Any paper records must be protected by storing the records in a
Secured Area which is only accessible to authorized personnel. When not in use, such
records must be stored in a locked container, such as a file cabinet, locking drawer, or
safe, to which only authorized persons have access.
f. Remote Access. Access to and use of the Data over the State Governmental Network
SGN) or Secure Access Washington (SAW) will be controlled by DSHS staff who will
issue authentication credentials (e.g. a Unique User ID and Hardened Password) to
Authorized Users on Contractor staff. Contractor will notify County and DSHS staff
immediately whenever an Authorized User in possession of such credentials is
terminated or otherwise leaves the employ of the Contractor, and whenever an
Authorized User's duties change such that the Authorized User no longer requires access
to perform work for this Contract.
g. Data storage on portable devices or media.
i. Except where otherwise specified herein, DSHS Data shall not be stored by the
Contractor on portable devices or media unless specifically authorized within the
terms and conditions of the Contract. If so authorized, the Data shall be given the
following protections:
1. Encrypt the Data with a key length of at least 128 bits
2. Control access to devices with a Unique User ID and Hardened
Password or stronger authentication method such as a physical token or
biometrics.
3. Manually lock devices whenever they are left unattended and set devices
to lock automatically after a period of inactivity, if this feature is available.
Maximum period of inactivity is 20 minutes.
Physically Secure the portable device(s) and /or media by
4. Keeping them in locked storage when not in use
5. Using check -in /check -out procedures when they are shared, and
6. Taking frequent inventories
ii. When being transported outside of a Secured Area, portable devices and media
with DSHS Confidential Information must be under the physical control of
Contractor staff with authorization to access the Data.
iii. Portable devices include, but are not limited to; smart phones, tablets, flash
memory devices (e.g. USB flash drives, personal media players), portable hard
disks, and laptop /notebook/netbook computers if those computers may be
transported outside of a Secured Area.
iv. Portable media includes, but is not limited to; optical media (e.g. CDs, DVDs),
magnetic media (e.g. floppy disks, tape), or flash media (e.g. CompactFlash, SO,
MMC).
h. Data stored for backup purposes.
i. DSHS data may be stored on portable media as part of a Contractor's existing,
documented backup process for business continuity or disaster recovery
purposes. Such storage is authorized until such time as that media would be
reused during the course of normal backup operations. If backup media is retired
while DSHS Confidential Information still exists upon it, such media will be
destroyed at that time in accordance with the disposition requirements in Section
5. Data Disposition
ii. DSHS Data may be stored on non - portable media (e.g. Storage Area Network
drives, virtual media, etc.) as part of a Contractor's existing, documented backup
process for business continuity or disaster recovery purposes. If so, such media
will be protected as otherwise described in this exhibit. If this media is retired
while DSHS Confidential Information still exists upon it, the data will be destroyed
at that time in accordance with the disposition requirements in Section 5. Data
Disposition.
DSSA 18 23 of 29
PROFESSIONAL SERVICES AGREEMENT
4. Data Segregation
ATTACHMENT E
a. DSHS Data must be segregated or otherwise distinguishable from non -DSHS data. This
Will be destroyed by:
is to ensure that when no longer needed by the Contractor, all DSHS Data can be
identified for return or destruction. It also aids in determining whether DSHS Data has or
may have been compromised in the event of a security breach. As such, one or more of
Data at least three (3) times using either
the following methods will be used for data segregation.
b. DSHS Data will be kept on media (e.g. hard disk, optical disc, tape, etc.) which will
drives, portable hard disks) excluding
contain no non -DSHS data. And /or,
c. DSHS Data will be stored in a logical container on electronic media, such as a partition or
folder dedicated to DSHS Data. And /or,
d. DSHS Data will be stored in a database which will contain no non -DSHS data. And /or,
e. DSHS Data will be stored within a database and will be distinguishable from non -DSHS
data by the value of a specific field or fields within database records.
f. When stored as physical paper documents, DSHS Data will be physically segregated
from non -DSHS data in a drawer, folder, or other container.
g. When it is not feasible or practical to segregate DSHS Data from non -DSHS data, then
Confidential Information
both the DSHS Data and the non -DSHS data with which it is commingled must be
the contract with the recycler assures that the
protected as described in this exhibit.
5. Data Disposition. When the contracted work has been completed or when no longer needed,
except as noted in Section 3. Protection of Data b. Network Server Disks above, Data shall be
returned to DSHS or destroyed. Media on which Data may be stored and associated acceptable
methods of destruction are as follows:
Data stored on: Will be destroyed by:
Server or workstation hard disks, or Using a "wipe" utility which will overwrite the
Data at least three (3) times using either
Removable media (e.g. floppies, USB flash random or single character data, or
drives, portable hard disks) excluding optical
discs Degaussing sufficiently to ensure that the
Data cannot be reconstructed, or
Physically destroying the disk
Paper documents with sensitive or Recycling through a contracted firm provided
Confidential Information the contract with the recycler assures that the
confidentiality of Data will be protected.
Paper documents containing Confidential On -site shredding, pulping, or incineration
Information requiring special handling e.g.
protected health information
Optical discs (e.g. CDs or DVDs) Incineration, shredding, or completely
defacing the readable surface with a coarse
abrasive
Magnetic tape Degaussing, incinerating or crosscut
shredding
6. Notification of Compromise or Potential Compromise. The compromise or potential compromise
of DSHS shared Data must be reported to the County and DSHS Contact within one (1) business
day of discovery. If no DSHS Contact is designated, than the notification must be reported to the
DSHS Privacy Officer at dshsprivacvofficer (6dshs.wa.gov. Contractor must also take actions to
mitigate the risk of loss and comply with any notification or other requirements imposed by law or
DSHS.
7. Data shared with Subcontractors. If DSHS Data provided under this Contract is to be shared with
a subcontractor, the Contract with the subcontractor must include all of the data security
provisions within this Contract and within any amendments, attachments, or exhibits within this
Contract. If the Contractor cannot protect the Data as articulated within this Contract, then the
contract with the sub - Contractor must be submitted to the County for review and approval.
DSSA 18 24 of 29
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT F
HIPAA COMPLIANCE
Preamble: This section of the Contract is the Business Associate Agreement as required by HIPAA.
Definitions
a. "Business Associate," as used in this Contract, means the "Contractor" and generally has
the same meaning as the term "business associate" at 45 CFR 160.103. Any reference to
Business Associate in this Contract includes Business Associate's employees, agents,
officers, Subcontractors, third party contractors, volunteers, or directors.
b. "Business Associate Agreement" means this HIPAA Compliance section of the Contract
and includes the Business Associate provisions required by the U.S. Department of
Health and Human Services, Office for Civil Rights.
c. "Breach" means the acquisition, access, use, or disclosure of Protected Health
Information in a manner not permitted under the HIPAA Privacy Rule which compromises
the security or privacy of the Protected Health Information, with the exclusions listed in 45
CFR 164.402.
d. "Covered Entity" means a Covered Entity as defined at 45 CFR 160.103, in its conduct of
covered functions by its health care components.
e. "Designated Record Set" means a group of records maintained by or for a Covered
Entity, that is: the medical and billing records about Individuals maintained by or for a
covered health care provider; the enrollment, payment, claims adjudication, and case or
medical management record systems maintained by or for a health plan; or Used in
whole or part by or for the Covered Entity to make decisions about Individuals.
f. "Electronic Protected Health Information (EPHI)" means Protected Health Information that
is transmitted by electronic media or maintained in any medium described in the definition
of electronic media at 45 CFR 160.103.
g. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, Pub. L.
104 -191, as modified by the American Recovery and Reinvestment Act of 2009
ARRA "), Sec. 13400— 13424, H.R. 1 (2009) (HITECH Act).
h. "HIPAA Rules" means the Privacy, Security, Breach Notification, and Enforcement Rules
at 45 CFR Parts 160 and Part 164.
i. "Individual(s)" means the person(s) who is the subject of PHI and includes a person who
qualifies as a personal representative in accordance with 45 CFR 164.502(g).
j. "Minimum Necessary" means the least amount of PHI necessary to accomplish the
purpose for which the PHI is needed.
k. 'Protected Health Information (PHI)" means individually identifiable health information
created, received, maintained or transmitted by Business Associate on behalf of a health
care component of the Covered Entity that relates to the provision of health care to an
Individual; the past, present, or future physical or mental health or condition of an
Individual; or the past, present, or future payment for provision of health care to an
Individual. 45 CFR 160.103. PHI includes demographic information that identifies the
Individual or about which there is reasonable basis to believe can be used to identify the
Individual. 45 CFR 160.103. PHI is information transmitted or held in any form or medium
and includes EPHI. 45 CFR 160.103. PHI does not include education records covered by
the Family Educational Rights and Privacy Act, as amended, 20 USCA 1232g(a)(4)(B)(iv)
or employment records held by a Covered Entity in its role as employer.
1. "Security Incident" means the attempted or successful unauthorized access, use,
disclosure, modification or destruction of information or interference with system
operations in an information system.
M. "Subcontractor" as used in this HIPAA Compliance section of the Contract (in addition to
its definition in the General Terms and Conditions) means a Business Associate that
creates, receives, maintains, or transmits Protected Health Information on behalf of
another Business Associate.
n. "Use" includes the sharing, employment, application, utilization, examination, or analysis,
of PHI within an entity that maintains such information.
DSSA 18 25 of 29
19:0]9xctyy[H0I_1111141:11t kyj14*LTa]tiaaITAIALI 11 FA ar_Ty:ILLVit4ZIr:
2. Compliance. Business Associate shall perform all Contract duties, activities and tasks in
compliance with HIPAA, the HIPAA Rules, and all attendant regulations as promulgated by the
U.S. Department of Health and Human Services, Office of Civil Rights.
3. Use and Disclosure of PHI. Business Associate is limited to the following permitted and required
uses or disclosures of PHI.
a. Duty to Protect PHI. Business Associate shall protect PHI from, and shall use appropriate
safeguards, and comply with Subpart C of 45 CFR Part 164 (Security Standards for the
Protection of Electronic Protected Health Information) with respect to EPHI, to prevent
the unauthorized Use or disclosure of PHI other than as provided for in the this Contract
or as required by law, for as long as the PHI is within its possession and control, even
after the termination or expiration of this Contract.
b. Minimum Necessary Standard. Business Associate shall apply the HIPAA Minimum
Necessary standard to any Use or disclosure of PHI necessary to achieve the purposes
of this Contract. See 45 CFR 164.514 (d)(2) through (d)(5).
c. Disclosure as Part of the Provision of Services. Business Associate shall only Use or
disclose PHI as necessary to perform the services specified in this Contract or as
required by law, and shall not Use or disclose such PHI in any manner that would violate
Subpart E of 45 CFR Part 164 (Privacy of Individually Identifiable Information) if done by
Covered Entity, except for the specific uses and disclosures set forth below.
d. Use for Proper Management and Administration. Business Associate may Use PHI for
the proper management and administration of the Business Associate or to carry out the
legal responsibilities of the Business Associate.
e. Disclosure for Proper Management and Administration. Business Associate may disclose
PHI for the proper management and administration of Business Associate or to carry out
the legal responsibilities of the Business Associate, provided the disclosures are required
by law, or Business Associate obtains reasonable assurances from the person to whom
the information is disclosed that the information will remain confidential and used or
further disclosed only as required by law or for the purposes for which it was disclosed to
the person, and the person notifies the Business Associate of any instances of which it is
aware in which the confidentiality of the information has been Breached.
f. Impermissible Use or Disclosure of PHI. Business Associate shall report to the County
and DSHS in writing all Uses or disclosures of PHI not provided for by this Contract within
one (1) business day of becoming aware of the unauthorized Use or disclosure of PHI,
including Breaches of unsecured PHI as required at 45 CFR 164.410 (Notification by a
Business Associate), as well as any Security Incident of which it becomes aware. Upon
request by the County and /or DSHS, Business Associate shall mitigate, to the extent
practicable, any harmful effect resulting from the impermissible Use or disclosure.
g. Failure to Cure. If the County and /or DSHS learns of a pattern or practice of the Business
Associate that constitutes a violation of the Business Associate's obligations under the
terms of this Contract and reasonable steps by the County and /or DSHS do not end the
violation, the County shall terminate this Contract, if feasible. In addition, If Business
Associate learns of a pattern or practice of its Subcontractors that constitutes a violation
of the Business Associate's obligations under the terms of their contract and reasonable
steps by the Business Associate do not end the violation, Business Associate shall
terminate the Subcontract, if feasible.
h. Termination for Cause. Business Associate authorizes immediate termination of this
Contract by the County, if the County and /or DSHS determines that Business Associate
has violated a material term of this Business Associate Agreement. The County may, at
its sole option, offer Business Associate an opportunity to cure a violation of this
Business Associate Agreement before exercising a termination for cause.
i. Consent to Audit. Business Associate shall give reasonable access to PHI, its internal
practices, records, books, documents, electronic data and /or all other business
information received from, or created or received by Business Associate on behalf of the
County and /or DSHS, to the Secretary of DHHS and /or to DSHS for use in determining
compliance with HIPAA privacy requirements.
DSSA 18 26 of 29
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT F
j. Obligations of Business Associate Upon Expiration or Termination. Upon expiration or
termination of this Contract for any reason, with respect to PHI received from the County
and or /DSHS, or created, maintained, or received by Business Associate, or any
Subcontractors, on behalf of the County and /or DSHS, Business Associate shall:
i. Retain only that PHI which is necessary for Business Associate to continue its
proper management and administration or to carry out its legal responsibilities;
ii. Return to the County and /or DSHS or destroy the remaining PHI that the
Business Associate or any Subcontractors still maintain in any form;
iii. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR
Part 164(Security Standards for the Protection of Electronic Protected Health
Information) with respect to Electronic Protected Health Information to prevent
Use or disclosure of the PHI, other than as provided for in this Section, for as
long as Business Associate or any Subcontractors retain the PHI;
iv. Not Use or disclose the PHI retained by Business Associate or any
Subcontractors other than for the purposes for which such PHI was retained and
subject to the same conditions set out in the "Use and Disclosure of PHI" section
of this Contract which applied prior to termination; and
v. Return to the County and /or DSHS or destroy the PHI retained by Business
Associate, or any Subcontractors, when it is no longer needed by Business
Associate for its proper management and administration or to carry out its legal
responsibilities.
k. Survival. The obligations of the Business Associate under this section shall survive the
termination or expiration of this Contract.
4. Individual Rights
a. Accounting of Disclosures
i. Business Associate shall document all disclosures, except those disclosures that
are exempt under 45 CFR 164.528, of PHI and information related to such
disclosures.
ii. Within ten (10) business days of a request from the County and /or DSHS,
Business Associate shall make available to the County and /or DSHS the
information in Business Associate's possession that is necessary for the County
and /or DSHS] to respond in a timely manner to a request for an accounting of
disclosures of PHI by the Business Associate. See 45 CFR 164.504(e)(2)(ii)(G)
and 164.528(b)(1).
iii. At the request of the County and /or DSHS or in response to a request made
directly to the Business Associate by an Individual, Business Associate shall
respond, in a timely manner and in accordance with HIPAA and the HIPAA
Rules, to requests by Individuals for an accounting of disclosures of PHI.
iv. Business Associate record keeping procedures shall be sufficient to respond to a
request for an accounting under this section for the six (6) years prior to the date
on which the accounting was requested.
b. Access
i. Business Associate shall make available PHI that it holds that is part of a
Designated Record Set when requested by the County and /or DSHS or the
Individual as necessary to satisfy DSHS's obligations under 45 CFR 164.524
Access of Individuals to Protected Health Information).
ii. When the request is made by the Individual to the Business Associate or if the
County and /or DSHS asks the Business Associate to respond to a request, the
Business Associate shall comply with requirements in 45 CFR 164.524 (Access
of Individuals to Protected Health Information) on form, time and manner of
access. When the request is made by the County and /or DSHS, the Business
Associate shall provide the records to the County and /or DSHS within ten (10)
business days.
c. Amendment
i. If the County and /or DSHS amends, in whole or in part, a record or PHI
contained in an Individual's Designated Record Set and the County and /or DSHS
DSSA 18 27 of 29
PROFESSIONAL SERVICES AGREEMENT y i[.rrd
has previously provided the PHI or record that is the subject of the amendment to
Business Associate, then the County and /or DSHS will inform Business
Associate of the amendment pursuant to 45 CFR 164.526(c)(3) (Amendment of
Protected Health Information).
ii. Business Associate shall make any amendments to PHI in a Designated Record
Set as directed by DSHS or as necessary to satisfy the County and /or DSHS's
obligations under 45 CFR 164.526 (Amendment of Protected Health Information).
5. Subcontracts and other Third Party Agreements. In accordance with 45 CFR 164.502(e)(1)(ii),
164.504(e)(1)(i), and 164.308(b)(2), Business Associate shall ensure that any agents,
Subcontractors, independent contractors or other third parties that create, receive, maintain, or
transmit PHI on Business Associate's behalf, enter into a written contract that contains the same
terms, restrictions, requirements, and conditions as the HIPAA compliance provisions in this
Contract with respect to such PHI. The same provisions must also be included in any contracts by
a Business Associate's Subcontractor with its own business associates as required by 45 CFR
164.314(a)(2)(b) and 164.504(e)(5).
6. Obligations. To the extent the Business Associate is to carry out one or more of the County
and /or DSHS's obligation(s) under Subpart E of 45 CFR Part 164 (Privacy of Individually
Identifiable Health Information), Business Associate shall comply with all requirements that would
apply to the County and /or DSHS in the performance of such obligation(s).
7. Liability. Within ten (10) business days, Business Associate must notify the County and DSHS of
any complaint, enforcement or compliance action initiated by the Office for Civil Rights based on
an allegation of violation of the HIPAA Rules and must inform the County and DSHS of the
outcome of that action. Business Associate bears all responsibility for any penalties, fines or
sanctions imposed against the Business Associate for violations of the HIPAA Rules and for any
imposed against its Subcontractors or agents for which it is found liable.
8. Breach Notification.
a. In the event of a Breach of unsecured PHI or disclosure that compromises the privacy or
security of PHI obtained from the County and /or DSHS or involving the County and /or
DSHS clients, Business Associate will take all measures required by state or federal law.
b. Business Associate will notify the County and DSHS within one (1) business day by
telephone and in writing of any acquisition, access, Use or disclosure of PHI not allowed
by the provisions of this Contract or not authorized by HIPAA Rules or required by law of
which it becomes aware which potentially compromises the security or privacy of the
Protected Health Information as defined in 45 CFR 164.402 (Definitions).
c. Business Associate will notify the County and DSHS within one (1) business day by
telephone or e-mail of any potential Breach of security or privacy of PHI by the Business
Associate or its Subcontractors or agents. Business Associate will follow telephone or e-
mail notification with a faxed or other written explanation of the Breach, to include the
following: date and time of the Breach, date Breach was discovered, location and nature
of the PHI, type of Breach, origination and destination of PHI, Business Associate unit
and personnel associated with the Breach, detailed description of the Breach, anticipated
mitigation steps, and the name, address, telephone number, fax number, and e-mail of
the individual who is responsible as the primary point of contact. Business Associate will
address communications to the County and DSHS. Business Associate will coordinate
and cooperate with the County and DSHS to provide a copy of its investigation and other
information requested by the County and /or DSHS, including advance copies of any
notifications required for the County and /or DSHS review before disseminating and
verification of the dates notifications were sent.
d. If the County and /or DSHS determines that Business Associate or its Subcontractor(s) or
agent(s) is responsible for a Breach of unsecured PHI:
i. requiring notification of Individuals under 45 CFR § 164.404 (Notification to
Individuals), Business Associate bears the responsibility and costs for notifying
the affected Individuals and receiving and responding to those Individuals'
questions or requests for additional information;
ii. requiring notification of the media under 45 CFR § 164.406 (Notification to the
media), Business Associate bears the responsibility and costs for notifying the
DSSA 18 28 of 29
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT F
media and receiving and responding to media questions or requests for
additional information;
iii. requiring notification of the U.S. Department of Health and Human Services
Secretary under 45 CFR § 164.408 (Notification to the Secretary), Business
Associate bears the responsibility and costs for notifying the Secretary and
receiving and responding to the Secretary's questions or requests for additional
information; and
iv. The County will take appropriate remedial measures up to termination of this
Contract.
9. Miscellaneous Provisions.
a. Regulatory References. A reference in this Contract to a section in the HIPAA Rules
means the section as in effect or amended.
b. Interpretation. Any ambiguity in this Contract shall be interpreted to permit compliance
with the HIPAA Rules.
DSSA 18 29 of 29