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HomeMy WebLinkAboutR-2010-071 2010 Geriatric Preventative Foot Care Services Program Agreement ModificationRESOLUTION NO. R-2010-71 A RESOLUTION authorizing the City Manager to execute Modification #1, and subsequent amendments or modifications thereto, to the 2010 Foot Care Performance Agreement with Yakima County, through the Office of Aging and Long Term Care, reflecting revised unit rates and costs and extending the contract period to December 31, 2010, for the delivery of Geriatric Preventative Foot Care Services Program at the Harman Center. WHEREAS, the City of Yakima desires that foot care services be provided to senior citizens; and WHEREAS, Yakima County, through its Office of Aging and Long Term Care, is willing to provide funding to the City for these services in accordance with the attached agreement; and WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to enter into the attached Modification #1 to the Performance Agreement No. 2010 with Yakima County, through the Office of Aging and Long Term Care, for the delivery of Geriatric Preventative Foot Care Services for the purpose of obtaining funding for foot care services for senior citizens, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized and directed to execute the attached and incorporated Modification #1, and subsequent amendments or modifications thereto, to the 2010 Foot Care Performance Agreement No. 2010 with Yakima County, through the Office of Aging and Long Term Care, for the delivery of Geriatric Preventative Foot Care Services for senior citizens. The final agreement shall be approved as to form by the City Attorney. ADOPTED BY THE CITY COUNCIL this 15th day of June 2010. Micah Cawley, Maybr ATTEST: AGREEMENT NO. MOD. NO. FUNDING SOURCE AGREEMENT PERIOD 2010 City of Yakima TITLE III -B, Title III -D Foot Care 01 & SCSA 1/01/10- 12/31/10 THIS AGREEMENT MODIFICATION to Agreement No. 2010 City of Yakima Foot Care is entered into this o29 day of ,yam , 2010. This Modification shall consist of thoseP oints enumerate elow and in no way alters any other terms or conditions of the original Agreement not specifically mentioned in this Agreement Modification. The purpose of this modification is to: 1) Revise the contract to extend contract period to December 31, 2010. 2) Increase the contract from $23,500 to $47,000. 3) Revise the PAYMENT PROVISIONS Section IV. UNITS OF SERVICE, Part C. Anticipated Service Level by Quarter and Part D. Anticipated Expenditure Rate by Quarter. 4) Revise Section V. PAYMENT CONSIDERATIONS. CITY OF YAKIMA Dick Zais, City Miager Date: City Clerk City Contract No. Resolution No. R',RG/G- 7 Date: YAKIMA COUNTY, Southeast Washington Office Of Aging And Long Term Care Gly" Lori rown irector Date: ' j;;;21‘;-. X'/ L' CONTRACT A UTHOR/ZA T/ON BOARD OF YAKIMA COUNTY COMMISSIONERS c,28S mrd Resolution No:0ez .401 _ao 16 APPROVED AS TO FORM: Deputy Pro ecuting Attorney Page 1 ATTEST: Clerk of the Board Date We)//7) �I11111111��� 2010 AGREEMENT MODIFICATION #1 CITY OF YAKIMA FOOT CARE STATEMENT OF WORK V. UNITS OF SERVICE C. Anticipated Service Level by Quarter: Original Modified Upper Lower Upper Lower Month Valley Valley Total Valley Valley Total January - March 703 182 885 685 194 879 April - June 704 183 887 686 193 :879 July - September 0 0 0 685 194 879 October - December 0 0 0 685 194 879 Total 1,407 365 1,772 2,741 775 3,516 Anticipated Service Levels include 888 additional units for the Upper Valley and 175 additional units for the Lower Valley funded by donations and other program income. D. Anticipated Expenditure Rate by Quarter: Original Modified Upper Lower Upper Lower Month Valley Valley Total Valley Valley Total January - March $8,750 $3,000 $11,750 $8,750 $3,000 $11,750 April - June $8,750 $3,000 $11,750' $8,750 $3,000 $11,750 July - September $0 $0 $0 $8,750 $3,000 $11,750 October _ December I0 $8,750 $3,000 $11,750 Total $17,500 $6,000 $23,500 $35,000 $12,000 $47,000 V. PAYMENT CONSIDERATIONS Page 2 As consideration for services, as described in the Specific Provisions of this Agreement and in accordance with the Budget Provisions of this Agreement, the County agrees to pay the Contractor a sum not to exceed $47,000 from available funds. This total sum shall be available during the period January 1, 2010 through December 31, 2010. These funds shall be used to provide Geriatric Preventive Foot Care services. Payment to the Contractor for this unit rate price agreement shall be based on the unit rate of $18.89 in the Upper Valley and $20.00 per unit in the Lower Valley, less client donations. Client donations must be spent first before ALTC funds. • • BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 12 - For Meeting of June 15, 2010 ITEM TITLE: A Resolution authorizing a Professional Services Agreement with Rosemary Bonsen, R. N., to Provide Geriatric Foot Care Services at the Harman Center during 2010 SUBMITTED BY: Chris Waarvick, Director of Public Works Ken Wilkinson, Parks and Recreation Manager CONTACT PERSON/TELEPHONE: Ken Wilkinson, 575-6020 SUMMARY EXPLANATION: Staff respectfully requests Council consideration of an agreement between the City of Yakima and Rosemary Bonsen, R. N. to provide foot care services for 2010 at the Harman Center. Foot care services at the Harman Center are funded through a grant from the Office of Aging and Long Term Care. Resolution X Ordinance Other (Specify) Agreement Mail to (name and address): Rosemary Bonsen, R.N., 7941 N. Wenas Rd., Selah, WA 98942 Phone: 509-697-8959 Funding Source: Aging and Long -Term Care Grant APPROVED FOR SUBMITTAL: �� � City Manager STAFF RECOMMENDATION: Staff respectfully requests the Council to adopt the Resolution authorizing execution of a Geriatric Foot Care Services Agreement with Rosemary Bonsen to provide foot care services at the Harman Center for 2010. BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: ASIC AG M'y EMENT No. 2010 COY between YAKIMA COUNTY ALTC and CITY OF YAKIMA Table of Contents I PURPOSE 1 II AUTHORITY OF THE DIRECTOR 1 III EXTENT OF AGREEMENT 1 IV PERIOD OF AGREEMENT 1 V COMPLIANCE WITH LAWS 1 VI ORDER OF PRECEDENCE 1 VII RELATIONSHIP OF THE PARTIES 2 VIII DEFINITIONS 2 IX SAFEGUARDING OF INFORMATION 2 X TREATMENT OF ASSETS 3 XI LICENSING AND PROGRAM STANDARDS 4 XII STANDARDS FOR FISCAL ACCOUNTABILITY 4 XIII INSPECTION 5 XIV HOLD HARMLESS 5 XV AUDIT REQUIREMENTS 5 XVI INSURANCE AND BONDING 7 XVII NONDISCRIMINATION 7 XVIII INCIDENT REPORTING 8 XIX ASSIGNMENT AND SUBCONTRACTING 8 XX SEVERABILITY 9 XXI MODIFICATION 9 XXII SUSPENSION, TERMINATION AND CLOSE-OUT 9 XXIII INDIVIDUAL RIGHTS AND HIPAA 10 XXIV GRIEVANCE PROCEDURES 10 XXV DEBARMENT AND EXCLUSION 10 XXVI CONFLICT OF INTEREST 11 XXVII CONVENANT AGAINST CONTINGENT FEES 11 XXVIII LOBBYING 11 XXIX PROHIBITION OF POLITICAL ACTIVITES 12 XXX DISPUTES 12 XXXI DRUG-FREE WORKPLACE 12 XXXII REIMBURSEMENT LIMITS 12 XXXIII VENUE 12 XXXIV CONDITION PRECEDENT 12 AUTHORIZED SIGNATURES 13 THIS BASIC AGREEMENT is entered into by and between YAKIMA COUNTY - SOUTHEAST WASHINGTON AGING AND LONG TERM CARE, hereinafter called "The County," whose address is P.O. Box 8349 Yakima, Washington 98908, and City of Yakima, hereinafter called "The Contractor" whose address is 129 N. 2°d Street, Yakima, WA 98901. I PURPOSE The purpose of this document is to establish a Basic Agreement containing General Terms that shall be incorporated by reference into any Contract executed between Southeast Washington Aging and Long Term Care and the Contractor. II AUTHORITY OF THE DIRECTOR OF SOUTHEAST WASHINGTON AGING AND LONG TERM CARE The County hereby appoints and the Contractor hereby accepts the Director of Southeast Washington Aging and Long Term Care or a designee, as the County's representative for the purpose of administering the provisions of this Basic Agreement and subsequent Contracts, including the County's right to inspect facilities and records, to receive and act on reports and documents, to request and receive additional information from the Contractor, to approve budget revisions and payment changes, to approve fee schedules for services, to assess the general performance of the Contractor, to determine if contracted services are being delivered in accordance with Federal, State, and local laws and regulations, to approve subcontracts, and to suspend this Basic Agreement or any Contract. All actions taken by the Director shall be subject to approval by the County. The County reserves the right to terminate this Basic Agreement or any Contract and to commence civil action for its enforcement. III EXTENT OF AGREEMENT The Basic Agreement and Contract(s) contain all the terms agreed upon by the parties. No other understandings, written or oral, regarding the subject matter of this Basic Agreement or any Contract shall bind the parties. IV PERIOD OF AGREEMENT The terms of this Basic Agreement shall commence upon the date of execution and shall remain in full force and effect until specifically modified or terminated by mutual assent of the parties regardless of the modification or termination in whole or in part of any Contract. This Basic Agreement supersedes any prior Basic Agreement executed between Yakima County -Southeast Washington Aging and Long Term Care and the Contractor. V COMPLIANCE WITH LAWS The Contractor, in performance of this Basic Agreement and any Contract, shall comply with all applicable Federal, State, and local laws and regulations including HIPAA. VI ORDER OF PRECEDENCE Unless otherwise provided in a Contract, any inconsistency in the Basic Agreement or a Contract shall be resolved by giving precedence in the following order: A. Applicable Federal and State laws and Regulations; B. The terms and conditions of a Contract; C. The terms and conditions of the Basic Agreement; D. Any other provisions incorporated in writing into the Basic Agreement or Contract. Page 1 of 13 Basic Agreement No.2010 COY VII RELATIONSHIP OF THE PARTIES The parties agree that the Contractor is an independent contractor and not an agent or employee of the County. Agents, employees, or representatives of the Contractor shall neither claim to be nor present themselves as employees, agents, or representatives of the County for any purpose. Employees of the Contractor are not entitled to any benefits the County provides for its employees. VIII DEFINITIONS Terms used throughout this Basic Agreement shall have meanings as defined in the Washington Administrative Code (WAC). Additionally, the following words shall have the meanings as indicated: Aging and Long Term Care — Southeast Washington Aging and Long Term Care. Basic Agreement - This Agreement, which identifies the Contractor and the general terms that apply when and if the County and the Contractor execute a Contract. The terms of the Basic Agreement are applicable to a Contract. Client - An individual applying for or receiving goods, services or benefits under a Contract. The terms Consumer, Customer, and Participant are synonymous. Contract - A document consisting of terms specific to contracted services, including Specific Provisions, Payment Provisions, and a Budget. Contracted Services - Those services to be provided by the Contractor under the terms of a Contract. Contractor - The individual or entity entering into this Basic Agreement with the County. If a Contract is subsequently executed, the Contractor will deliver contracted services. Contractor includes authorized representatives and subcontractors retained to deliver contracted services. The term Business Associate is synonymous. Director - The Director of the Southeast Washington Aging and Long Term Care or designee. HIPAA — Health Insurance Portability and Accountability Act of 1996, 45 CFR 160, 164, privacy and security standards for Private Health Information. PHI — Private Health Information means individually identifiable information relating to the past, present or future physical or mental health or condition of an individual, provision of health care to an individual, or the past, present or future payment for health care provided to an individual. Subcontract - An agreement between the Contractor and a subcontractor, or between a subcontractor and another subcontractor, for the delivery of contracted services. The term subcontract does not include the purchase of supplies or support services that do not directly affect the client's health or welfare. The term subcontract means subcontract in any tier. Subcontractor - An individual or other entity delivering contracted services under a separate agreement with the Contractor or another subcontractor. The individual or entity is bound by the same HIPAA restrictions and conditions as the county and contractor. The term "subcontractor" means subcontractor in any tier. IX SAFEGUARDING OF INFORMATION The use or disclosure by the Contractor of confidential information and PHI concerning a client is prohibited without the written consent/authorization of the client, their designee, or responsible parent or guardian if the client is incompetent or a minor, or as otherwise provided by law, except: A. The Director or the Contractor may disclose information to each other, the State of Page 2 of 13 Basic Agreement No.2010 COY Washington, or the Federal government for purposes directly connected with the administration of this Basic Agreement or any Contract. Such information includes determining eligibility, delivering services, and participating in an audit. B. The Director or the Contractor may disclose information to appropriate Federal agencies and the State of Washington for research, monitoring, statistical, and evaluation purposes. C. The Director and the Contractor may disclose PHI to each other for data aggregation services, treatment, payment or health care operations. D. The contractor agrees to develop and use appropriate procedural, physical, and electronic safeguards to prevent misuse of PHI. The contractor must limit any use or disclosure to the minimum amount necessary to accomplish the intended purpose. X TREATMENT OF ASSETS Real and personal property shall not be purchased under this Basic Agreement or any Contract without prior written approval from the Director. An inventory of such property shall be completed annually and submitted to the Director A. Definitions: 1. Nonexpendable Personal Property means tangible personal property having a useful life of more than one year and an acquisition cost of $5,000.00 or more per unit, unless defined otherwise by Contract. 2. Personal Property means property of any kind except real property. 3. Acquisition Cost means the amount expended for property, excluding interest and the book value (acquisition cost less depreciation) of any trade-in. 4. Useful Life of property means that useful service life as based on the U. S. Department of Treasury, Internal Revenue Service, policies on depreciation for tax purposes, unless the Contractor can document to the written satisfaction of the Director some different period. B. Title to all property furnished by the County with County, State, or Federal funds shall remain with the County, the State of Washington, or the Federal Government as, their respective interests may appear. C. Title to all nonexpendable personal property purchased by the Contractor, the cost of which the Contractor is entitled to be reimbursed as a direct item of cost under a Contract, shall pass to and vest in the County or State of Washington, or Federal Government as their respective interests may appear, upon delivery of such property. D. Nonexpendable personal property purchased by the Contractor under the terms of any Contract in which title is vested in the County, State, or Federal Government shall not be rented, loaned, or otherwise passed to any person, partnership, corporation, association or organization without the prior written approval of the County, State, or Federal Government. E. Nonexpendable personal property furnished to or purchased by the Contractor, which is vested in the County, State, or Federal Government, shall be used only for the delivery of contracted services. F. As a condition precedent to reimbursement for the purchase of nonexpendable personal property, title to which shall vest in the County, State, or Federal Government, the Contractor agrees to execute such security agreements and other documents as shall be necessary for the County, State, or Federal Government to protect their respective interests in such property in accordance with the Uniform Commercial Code -Secured Transactions Page 3 of 13 Basic Agreement No.2010 COY as codified in Article 9, Title 62A, RCW. G. The Contractor shall be responsible: 1. For loss or damage to property of the County, State, or Federal Government that results from negligence, willful misconduct, or lack of good faith on the part of the Contractor; 2. To maintain and administer property in accordance with sound management practices; and 3. To ensure that the property shall be returned to the County, State, or Federal Government in condition as good as when acquired, reasonable wear and tear excepted. H. Upon the loss or destruction of or damage to County, State, or Federal Government property, the Contractor shall notify the Director thereof and shall take all reasonable steps to protect that property from further damage. I. The Contractor shall surrender to the Director all property of the County, State, or Federal Government within 30 days after settlement upon rescission, termination, or completion of this Basic Agreement or the Contract(s) for which the property was purchased, unless otherwise mutually agreed between the Contractor and the Director. J. The Director may, at his or her discretion, abandon in place property in which title is vested in the County, State, or Federal Government under the terms of this Basic Agreement insofar as permitted by law, rule, or regulation, and thereupon all rights and obligations of the County, State, or Federal Government regarding such abandoned property shall cease. XI LICENSING AND PROGRAM STANDARDS The Contractor shall comply with all applicable Federal, State, and local laws and regulations for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals, and other standards or criteria as described in this Basic Agreement or any Contract to assure quality of services. XII STANDARDS FOR FISCAL ACCOUNTABILITY A. The Contractor's fiscal management system shall: 1. Provide accurate, current, and complete disclosure of the financial status of each Contract; 2. Identify the source and application of all funds received for contracted services, distinguish costs of contracted services delivered under the terms of the Contract from all other costs and provide for accounting separation of all funds received; and 3. Report all revenue and expenditures to the Director in a manner consistent with generally accepted accounting principles. B. The Contractor agrees to maintain written accounting procedures. C. The Contractor agrees to: 1. Maintain records and documents that accurately reflect all direct and indirect costs related to the delivery of contracted services; and 2. Retain all fiscal and program records and other material relevant to a Contract according to the federal or state program guidelines. Fiscal records must be retained until all audits are resolved. Page 4 of 13 Basic Agreement No.2010 COY XIII INSPECTION A. The Contractor shall give access to its facilities and records to any authorized officer, employee or agent of the County, the State of Washington or the Federal Government at all reasonable times. Authorized persons shall have the right to examine the Contractor's performance, financial records, and HIPAA documentation and perform other activities to determine the Contractor's compliance with the terms of this Basic Agreement, any Contract, and HIPAA. The Director shall give the Contractor reasonable notice of monitoring, auditing, observation and other visits by its officers and employees to the Contractor's place of business. B. The Director may require the Contractor to make reasonable changes in the contracted services and HIPAA practices, as completed or to be completed, if the contracted services fail to conform to the standards and specifications set forth in the Contract. C. The Contractor shall notify the Director immediately of inspections, audits, accreditations, or program reviews related to the delivery of contracted services. The Contractor agrees to provide the Director copies of written reports of inspections, audits, accreditations or program reviews within 72 hours. XIV HOLD HARMLESS Each party shall indemnify and hold harmless the other, its officers, agents, and employees, from any and all liability, loss or damage, including reasonable costs of defense, incurred as a proximate result, whether direct or indirect, of the indemnifying party's breach of this contract, including audit exceptions, or its negligence, including that of its officers, agents or employees. In the event of concurrent negligence, each party shall bear the proportionate share of the liabilities above described that is attributable to it and its own officers, agents and employees. XV AUDIT REQUIREMENTS A. Definitions Single Audit means an audit that will encompass the entirety of the financial operations of the Contractor and shall determine and report whether: 1. The financial statements of the Contractor present fairly its financial position and the results of its financial operations in accordance with generally accepted accounting principles, and whether the Contractor has complied with laws and regulations that may have a material effect upon the financial statements; 2. The Contractor has internal control systems to provide reasonable assurance that it is managing Federal financial assistance programs in compliance with applicable laws and regulations; and 3. The Contractor has complied with laws and regulations that may have a material effect upon each major Federal assistance program. In testing compliance for this section the auditor must select and test a representative number of transactions from each major Federal assistance program. Program -Specific Audit means an audit of one Federal program in accordance with Federal laws, regulations, or audit guides relative to that particular program. When a Contractor expends Federal Financial Assistance under only one Federal program and the Federal program's laws, regulations, or grant agreements do not require a financial statement audit of the Contractor, the Contractor may elect to have a program -specific audit. Page 5 of 13 Basic Agreement No.2010 COY Subrecipient means any person or government department, agency, or establishment that receives federal financial assistance to carry out or administer a program but not an individual who is a beneficiary of such a program. Distinguishing characteristics of a subrecipient include such items as responsibility to meet compliance requirements, performance measured against meeting the objectives of a program, responsibility for programmatic decision making, and determining eligibility for assistance. Vendor means an entity responsible for providing goods or services that are required for the conduct of a Federal program. Distinguishing characteristics of a vendor include such items as providing the goods or services within normal business operations, operating for a profit, providing similar goods or services to many different purchasers, operating in a competitive environment, and not having responsibility for adherence to program compliance requirements. Federal Financial Assistance means assistance provided by a Federal agency in the form of grants, contracts, cooperative agreements, loans, loan guarantees, property, interest subsidies, insurance, food commodities, direct appropriations, and other assistance. It does not include direct Federal cash assistance to individuals. It includes awards received directly from Federal agencies or indirectly through other units of state and local governments. B. The Contractor, if a subrecipient of Federal Financial Assistance and expends (from all sources) $300,000 ($500,000 for fiscal years ending after December 31, 2003) or more a year in Federal Financial Assistance, shall purchase annually a single or program -specific audit conducted for that year by a government auditor or public accountant who meets the standards for independence specified in the Government Auditing Standards. The Contractor agrees to: 1. Adhere to the Office of Management and Budget (OMB) Circular A-133 and other relevant Federal and State Requirements; 2. Provide access to independent auditors to its financial records; and 3. Maintain accounting records that will enable identification of all federal funds received and expended by the OMB Catalog of Federal Domestic Assistance number. C. The Contractor, if a subrecipient of Federal Financial Assistance and expends less than $300,000 ($500,000 for fiscal years ending after December 31, 2003) per year in Federal awards is exempt from Federal audit requirements for that year, but records must be available for review or audit by appropriate officials of the Federal Agency, pass-through entity and the General Accounting Office (GAO). D. The Contractor, if a vendor, is exempt from Federal audit requirements but records must be available for review by appropriate officials of the Federal agency, pass-through entity, and the General Accounting Office. The Contractor agrees to: 1. Ensure that transactions are in compliance with laws, regulations, and the provisions of the Contract or grant agreements; 2. Maintain accounting records that will enable identification of all federal funds received and expended; and 3. Provide access to its financial records by appropriate officials of the County, State, Federal Government or their authorized representative to determine program compliance. E. The Contractor shall ensure that the audit report, with management letter, is submitted to the Director within nine months after the end of the audit period but no later than 30 -days after its receipt. Page 6 of 13 Basic Agreement No.2010 COY XVI INSURANCE AND BONDING A. The Contractor shall carry, without interruption during the term of a Contract, a comprehensive bodily injury and property damage liability insurance policy in a minimum amount of $1,000,000.00 Combined Single Limit (CSL) unless specified otherwise in the Contract. The Contractor shall also carry either professional liability coverage for the duration of a Contract or ensure that any licensed or certified professional providing contracted services carry their own professional liability coverage. Certification of insurance shall be submitted to the Director within thirty days after execution of a Contract. B. The Contractor agrees to maintain, without interruption during the term of a Contract, a Fidelity Bond in a minimum amount of $50,000, unless specified otherwise in the Contract, that covers all individuals responsible for the administration of funds provided within the terms of a Contract. Certification of bonding shall be submitted to the Director within thirty days after execution of a Contract. C. The Contractor shall notify the Director immediately if either insurance or bonding coverage is terminated during the term of a Contract or is reduced below contractual requirements. XVII NONDISCRIMINATION A. The Contractor shall develop or adopt a nondiscrimination plan consistent with the Washington State Law Against Discrimination (RCW 49.60). B. The Contractor agrees that it shall not discriminate against any person on the grounds of race, creed, color, religion, national origin, sex, sexual orientation, age, marital status, political affiliation or belief, or the presence of any sensory, mental or physical handicap in violation of the Washington State Law Against Discrimination (RCW Chapter 49.60) or the Americans with Disabilities Act (42 USC 12101 et seq). In the event the Contractor violates this provision, ALTC may terminate this Agreement immediately and bar the Contractor from performing any services for ALTC in the future. The Contractor shall not: 1. Deny an individual contracted services or benefits; 2. Provide contracted services or benefits to an individual that are different, or are provided in a different manner, from those provided to others; 3. Subject an individual to segregation or separate treatment in any manner related to the receipt of contracted services or benefits; or 4. Deny an individual an opportunity to participate in any program or afford an opportunity to do so that is different from that afforded others. C. The Contractor shall not use criteria or methods of administration that have the effect of subjecting individuals to discrimination because of race, creed, color, religion, national origin, sex, sexual orientation, age, marital status, political affiliation or belief, or the presence of any sensory, mental or physical handicap or have the effect of defeating or substantially impairing the delivery of contracted services to the class of individuals mentioned above through the selection of: 1. The types of contracted services or other benefits to be provided; 2. The class of individuals to whom, or the situation in which, such contracted services or other benefits shall be provided; or 3. The class of individuals to be afforded an opportunity to receive contracted services or other benefits; Page 7 of 13 Basic Agreement No.2010 COY In accordance of the Washington State Law Against Discrimination (RCW Chapter 49.60) or the Americans with Disabilities Act (42 USC 12101 et seq). In the event the Contractor violates this provision, ALTC may terminate this Agreement immediately and bar the Contractor from performing any services for ALTC in the future. D. The Contractor shall comply with all Federal and State nondiscrimination rules, including: 1. The Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination against qualified individuals with disabilities and requires reasonable accommodations to the known physical or mental limitations of an otherwise qualified individual. 2. Title VI of the Civil Rights Act of 1964 as amended. 3. Section 504 of the Rehabilitation Act 1973 as amended. 4. The Age Discrimination Act of 1975 as amended. 5. The Washington State Law Against Discrimination, RCW 49.60. E. The Contractor shall have a written procedure for resolving complaints that allege a violation of Federal laws against discrimination. A copy shall be made available to clients and applicants for contracted services. Such procedures should include time frames for Contractor response or action. Persons wishing to file a complaint shall be advised in writing of their right to file their complaint within 180 days of the alleged act of discrimination directly with the Washington State Human Rights Commission, the U.S. Equal Employment Opportunity Commission, the U.S. Department of Health and Human Services Office for Civil Rights, or the U.S. Department of Labor Office of Contract Compl iance. F. The Contractor shall require subcontractors to fully comply with the provisions of this section, Including sanctions for noncompliance. XVIII INCIDENT REPORTING The Contractor agrees to report any extraordinary incident to the Director, in writing, within three working days of the occurrence of an incident. A reportable incident is one that occurs or arises under this Basic Agreement or any Contract, and that involves: A. A death or injury, requiring inpatient hospital care, of a client or person under the care, supervision, or control of the Contractor at the time of the incident; B. An act of violence or serious crime in which the victim or the perpetrator is a client or person employed by or under the care, supervision, or control of the Contractor at the time of the incident; C. An incident of such public concern that the Director or the Board of Yakima County Commissioners may have a need to know; or D. A loss of funding so great as to jeopardize the Contractor's ability to fulfill the terms of this Basic Agreement or any Contract. E. Any unauthorized uses/disclosures of which it becomes aware, and shall take all reasonable steps to mitigate the potentially harmful effects of such breach. XIX ASSIGNMENT AND SUBCONTRACTING The Contractor shall not assign or subcontract any portion of contracted services unless the written subcontract has been reviewed and approved by the Director prior to the start of the subcontract. All contracted services that are not delivered directly by the Contractor must be delivered according to the terms of this Basic Agreement and the Contract. Page 8 of 13 Basic Agreement No.2010 COY XX SEVERABILITY If any provision of this Basic Agreement shall be held invalid, the invalidity shall not affect the other provisions of the Agreement. To that end, the provisions of this Basic Agreement are severable. XXI MODIFICATION No modification or waiver of any clause or condition of this Basic Agreement is binding upon either party unless such modification or waiver is in writing and executed by both parties. XXII SUSPENSION, TERMINATION AND CLOSEOUT If the Contractor fails to comply with the terms of this Basic Agreement, any Contract or HIPAA, the Director may pursue such remedies as are legally available including the suspension or termination of this Basic Agreement or the Contract in whole or in part in the manner specified herein. A. Suspension - If the Contractor fails to comply or is unable to substantiate full compliance with the terms of this Basic Agreement or any Contract, the Director may suspend this Basic Agreement or the Contract in whole or in part pending corrective action or investigation, effective no less than seven days following written notification to the Contractor. The suspension shall remain in force until the Contractor complies to the satisfaction of the Director and is able to substantiate its full compliance with the terms of this Basic Agreement and the Contract. No obligation incurred by the Contractor during the period of suspension shall be allowable under this Basic Agreement except: 1. Reasonable, proper, and otherwise allowable costs that the Contractor could not avoid during the period of suspension; and 2. Discretionary costs that the Contractor incurred during the period of suspension if the Contractor is able to substantiate complete compliance with the terms of this Basic Agreement and the Contract. B. Termination for Cause - The Director may, by written notice, terminate this Basic Agreement or any Contract in whole or in part for substantial breach by the Contractor of duties under this Basic Agreement, any Contract or HIPAA. In such an event, the Contractor shall be liable for reasonable damages, including the reasonable cost of procuring similar services actually procured by the Director to fully execute the Contractor's duties under this Basic Agreement and the Contract(s). C. Termination for Other Grounds - This Basic Agreement or any Contract may be terminated in whole or in part by: 1. Either party, upon thirty days advance written request, in which case the two parties shall devise by mutual agreement the conditions of termination including the effective date and in case of termination in part, the portion to be terminated. 2. The Director, immediately upon written notice, if funding is withdrawn or reduced to the extent that the continuation is not in the best interest of the County. D. Closeout - Upon expiration or termination of a Contract, in whole or in part, the following provisions shall apply: 1. The County shall pay to the Contractor all allowable reimbursable costs not covered by previous payment upon submittal of a final invoice, subject only to the right reserved to the parties in the event of a dispute as provided in subparagraph "3" below. Page 9 of 13 Basic Agreement No.2010 COY 2. The Contractor shall pay to the County moneys received from the County in excess of allowable costs, subject only to the right reserved to the parties in the event of a dispute as provided in subparagraph "3" below. 3. In the event the Director and the Contractor are unable to agree upon amounts due as provided in subparagraphs "1" or "2" above, either party shall have the right to withhold the disputed amount from final payment pending a final audit, and then pay such amounts as the audit determines are payable. 4. The Contractor shall submit all required financial and performance reports and claims for payment within thirty days after the end of the contract unless a different period is set by the County. 5. At the option of the Director, the contractor shall return or destroy all PHI created or received from or on behalf of the county and provide appropriate documentation evidencing procedure. The contractor agrees that it will not retain any copies of PHI except as required by law. If return or destruction of all PHI, and all copies of PHI, is not feasible, contractor agrees to extend the protections of this Contract to such information for as long as it is maintained. E. Notices shall be delivered by U.S. mail to the address stated in the first paragraph of this Agreement or such other address provided by the Contractor in writing to the Director. XXIII INDIVIDUAL RIGHTS AND HIPAA The contractor shall make all PHI and related information in its possession available A. To the individual or his/her personal representative or to the county, for inspection and copying. B. To the individual or his/her personal representative or to the county to fulfill any obligation to account for disclosures of PHI. C. To the county to fulfill any obligation to amend PHI and related information and shall incorporate any amendments or related statements into the information the contractor holds and notify any subcontractors or agents of amendments. XXIV GRIEVANCE PROCEDURES The Contractor shall have a written procedure for resolving grievances. A copy shall be made available to clients and applicants for contracted services. Such procedures should include time frames for filing a grievance and provide opportunities for informal and formal resolution. For grievances arising from the delivery of contracted services, the grievance procedures must include the right of the grievant to appeal to the Director. Applicants and clients shall be advised of the grievance procedures and their right to due process if they feel they have been wrongfully denied or terminated from services. XXV DEBARMENT AND EXCLUSION A. The Contractor shall and does certify it is not debarred, suspended, ineligible or voluntarily excluded from participation in Federal assistance programs. The Certification will be signed and submitted to the Director before the execution of this Basic Agreement. B. The Contractor shall provide immediate written notice to the Director if at any time the Contractor learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. C. The Contractor shall not knowingly assign or subcontract any portion of contracted services to a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation. Page 10 of 13 Basic Agreement No.2010 COY XXVI CONFLICT OF INTEREST The Director may, by written notice to the Contractor, terminate this Basic Agreement in whole or in part if it is found after due notice and hearing that any of the following laws have been violated in obtaining or amending this Basic Agreement or any Contract or in making determinations with respect to this Basic Agreement or any Contract: A. B. C. RCW 42.20, Misconduct of Public Officers; RCW 42.23, Code of Ethics for Municipal Officers -Contract Interests. RCW 42.52, Ethics in Public Service The County shall not be liable for payment for services rendered under any Contract to the extent this Basic Agreement or the Contract was entered into in violation of this clause. XXVII COVENANT AGAINST CONTINGENT FEES The Contractor shall assure that no person or agency has been employed or retained on a contingent fee for the purpose of seeking or obtaining a Contract. This does not apply to legitimate employees or an established commercial or selling agency maintained by the Contractor for the purpose of securing business. In the event of breach of this clause by the Contractor, the Director may: A. B. Annul this Basic Agreement or the Contract in whole or in part without any liability; or Deduct, or similarly recover from the consideration of the Contract, the amount of the contingent fee. XXVIII LOBBYING A. Federal requirements (U.S.C. Title 31, §1352): 1. No Federal appropriated funds may be paid, by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress or an employee of a Member of Congress in connection with the making of any Federal grant, the entering into of any cooperative agreement and the extension, continuation, renewal, amendment, or modification of any Federal grant or cooperative agreement. If non - Federal funds are used, the Contractor shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 2. The Contractor, if a recipient of a grant or cooperative agreement over $100,000, shall and does certify that it did and will comply with these Federal requirements. The Certification will be signed and submitted to the Director before the execution of this Basic Agreement. B. State requirements (RCW 42.17.020 (27); RCW 42.17.190; RCW 34.05): No public funds may be used directly or indirectly to attempt to influence the passage or defeat of any legislation by the legislature of the State of Washington, or the adoption or rejection of any rule, standard, rate, or other legislative enactment of any State agency under the State Administrative Procedure Act. Provided, This does not prevent the Contractor from communicating with a member of the legislature on the request of that member or requesting legislative action or appropriations through appropriate channels. Page 11 of 13 Basic Agreement No.2010 COY XXIX PROHIBITION OF POLITICAL ACTIVITIES No funds, material, property or contracted services provided under the terms of this Basic Agreement or any Contract shall be used for partisan political activity or to further the election or defeat of any candidate for public office. XXX DISPUTES Any dispute arising under this Basic Agreement or any Contract, including a disputed complaint or grievance resolution, shall, unless otherwise provided in this Basic Agreement or the Contract, be submitted in writing to the Director for settlement under Southeast Washington Aging and Long Term Care's Dispute Resolution Procedures. XXXI DRUG-FREE WORKPLACE A. The Contractor shall and does certify it provides a drug-free workplace in compliance with the Drug -Free Workplace Act (Public Law 100-690 Title V, Subtitle D). The Certification will be signed and submitted to the Director before the execution of this Basic Agreement. B. The Contractor shall publish a statement notifying employees of prohibitions against use, manufacture, distribution or possession of controlled substances in the workplace and specific actions that will be taken in the event of non-compliance. Employees shall be notified that, as a condition of employment, they must abide by the terms of the statement and notify the employer in writing of any conviction for a criminal drug statute occurring in the workplace within five calendar days after such conviction. This statement shall at a minimum be distributed to all employees engaged in the delivery of contracted services. C. The Contractor shall establish an on-going drug-free awareness program to inform employees about: 1. The dangers of drug abuse in the workplace; 2. The contractor's policy of maintaining a drug-free workplace; 3. The availability of drug counseling, rehabilitation, and employee assistance programs; and 4. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. XXXII REIMBURSEMENT LIMITS The sum of payments to the Contractor for a contracted service shall not exceed the contracted unit rate or the contracted amount whichever is greater. In the event payments to the Contractor exceed this limit, the overpayment shall be returned to the County or deducted from the next Claim for Payment submitted by the Contractor. XXXIII VENUE This Basic Agreement and all Contracts shall be governed by the laws of the State of Washington. Any action, suit, or judicial proceeding for the enforcement of this Basic Agreement or any Contract shall be brought in the Superior Court for the State of Washington in Yakima County, Washington. XXXIV CONDITION PRECEDENT This Basic Agreement shall not be binding upon the County until signature on behalf of the County is authorized by Resolution of the Board of Yakima County Commissioners. Page 12 of 13 Basic Agreement No.2010 COY YAKIMA COUNTY CONTRACTOR Southeast Washington Office of City of Yakima, Aging & Long Term Care Day Break Adult Day Care Lori Brown, Director Dick Zais, City Manager Date Date AGREEMENT AUTHORIZATION BOARD OF YAKIMA COUNTY COMMISSIONERS Resolution No. Attest: Clerk of the Board Christina S. Steiner Date Approved As To Form Deputy Prosecuting Attorney Date Page 13 of 13 Basic Agreement No.2010 COY CERTIFICATIONS REGARDING LOBBYING; DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS; AND DRUG-FREE WORKPLACE REQUIREMENTS Signature of this form provides for compliance with certification requirements under the "New Restrictions on Lobbying," "Government -wide Debarment and Suspension (Nonprocurement) and Government -wide Requirements for Drug -Free Workplace (Grants)." The certifications shall be treated as a material representation of fact upon which reliance was placed when this basic agreement was entered into. 1. LOBBYING As required by Section 1352, Title 31, of the U.S. Code for persons entering into a grant or cooperative agreement (including subawards) over $100,000, the contractor certifies that: A) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress m connection with the making of any Federal grant, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal grant or cooperative agreement; B) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; C) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subgrants, contracts under grants and cooperative agreements, and subcontracts) and that all subrecipients shall certify and disclose accordingly. 2. DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS As required by the certification requirements under the regulations implementing Executive Order 12549, Debarment and Suspension, the contractor certifies that it and its principals: A) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in covered transactions by any Federal department or agency; B) Have not within a three-year period preceding this Agreement been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; and C) Are not presently indicted for or otherwise criminally or civilly charged by a Government entity (Federal, State, or local) with commission of any offenses enumerated in paragraph (B) of this certification. Where the contractor is unable to certify to any of the statements in this certification, he or she shall attach an explanation to this application. 3. DRUG-FREE WORKPLACE As required by the Drug -Free Workplace Act of 1988 (Pub.L. 100-690, Title V, Subtitle D) and implemented through additions to the Debarment and Suspension regulations, published in the Federal Register on January 31, 1989, and May 25, 1990: A) The Contractor certifies that it will or will continue to provide a drug-free workplace by: 1) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition; 2) Establishing an ongoing drug-free awareness program to inform employees about: a) The dangers of drug abuse in the workplace; b) The contractor's policy of maintaining a drug-free workplace; c) Any available drug counseling, rehabilitation, and employee assistance programs; and d) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; 3) Making it a requirement that each employee to be engaged in the performance of the contract be given a copy of the statement required by paragraph (1); 4) Notifying the employee in the statement required by paragraph (1) that, as a condition of employment under the contract, the employee will: a) Abide by the terms of the statement; and b) Notify the employer in writing of his or her conviction for a violation of a criminal drug statue occurring in the workplace not later than five calendar days after such conviction; 5) Notifying the County, in writing, within ten calendar days after receiving notice under subparagraph (2)(b) from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, including position title, to every grant officer or other designee on whose contract activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices. Notice shall include the identification number(s) of each affected contract; 6) Taking one of the following actions, within 30 calendar days of receiving notice under subparagraph (4)(b), with respect to any employee who is so convicted: a) Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or b) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State or local health, law enforcement, or other appropriate agency; 7) Making a good faith effort to continue to maintain a drug- free workplace through implementation of paragraphs (1),(2),(3),(4),(5), and (6). B) Insert in the space provided below the site(s) for the performance of work done in connection with the specific contract: Place of Performance: (Street address, city, county, state, zip code) Check if there are workplaces on file that are not identified here. As the duly authorized representative of the Contractor, 1 hereby certify that the Contractor will comply with the above certifications. Contractor Printed Name and Title of Authorized Representative Signature and Date