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08/20/2019 06J Washington State Healthy Transitions Project; Agreement with Health Care Authority a\'4\lyy bxk ik 1 1-:41 PPPPPP+Pd s' lii it tYlltYlA.\•.a. BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEM ENT Item No. 6.J. For Meeting of:August 20, 2019 ITEM TITLE: Resolution authorizing an agreement with Health Care Authority for the Washington State Healthy Transitions Project SUBMITTED BY: Cliff Moore, City Manager SUMMARY EXPLANATION: The City of Yakima was notified last fall that it was awarded a federal Substance Abuse and Mental Health Administration (SAMHSA) grant in the amount of$299,988 per year for 5 years to establish a program to help individuals suffering from mental health and other issues. The City will work with Comprehensive Mental Health, ESD 105, Yakima School District, and other agencies to develop a program and treatment plan for individuals. The contract is finally before Council at this time because of delays at the federal level. ITEM BUDGETED: STRATEGIC PRIORITY: APPROVED FOR SUBMITTAL: City Manager STAFF RECOMMENDATION: BOARD/COMMITTEE RECOMMENDATION: ATTACHMENTS: Description Upload Date Type AMNIA great resolution /12/2019 r Me o a meat 0/12/2019 r Memo 2 RESOLUTION NO. R-2019- A RESOLUTION authorizing an agreement with Health Care Authority, in the amount of $299,988 to develop a program to assist individuals suffering from mental health and other issues. WHEREAS, the City of Yakima was notified last fall that it was the recipient of a 5 year federal Substance Abuse and Mental Health Services Administration (SAMHSA) grant for the Washington State Healthy Transitions Project; and WHEREAS, the City has identified the Yakima School District, ESD 105, Comprehensive Mental Health and other agencies as partners in developing a program to assist individuals between the ages of 16-25 suffering from health related issues; and WHEREAS, services that will be provided as part of the program include behavioral health services, physical health services, independent living skills, peer support, and community-based recovery support; and WHEREAS, although the grant award is for a five year period, receipt of funds each year will require individuals annual contracts; and WHEREAS, the scope of work and budget meet the needs and requirements of the City of Yakima for this project, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to execute a Professional Services Contract with Health Care Authority for developing a Healthy Transitions Project for the City of Yakima. ADOPTED BY THE CITY COUNCIL this 20'h day of August, 2019. Kathy Coffey, Mayor ATTEST: Sonya Clear Tee, City Clerk 3 PROFESSIONAL SERVICES HCA Contract Number: K3791 CONTRACT for Contractor/Vendor Contract Number: Wasrnncton S ate Client Services for the H el t1 Care utio ay Washington State Healthy Transitions Project — City of Yakima THIS CONTRACT is made by and between Washington State Health Care Authority, (HCA) and The City of Yakima, (Contractor). CONTRACTOR NAME CONTRACTOR DOING BUSINESS AS (DBA) City of Yakima CONTRACTOR ADDRESS I Street City State Zip Code 129 North 2nd Street Yakima WA 98901 CONTRACTOR CONTACT CONTRACTOR TELEPHONE CONTRACTOR E-MAIL ADDRESS Cliff Moore, City Manager (509) 575-6040 Cliff.Moore@yakimawa.gov Is Contractor a Subrecipient under this Contract? CFDA NUMBER(S): FFATA Form Reauired OYES ONO 93.243 OYES ONO HCA PROGRAM HCA DIVISION/SECTION Division of Behavioral Health DBHR/CYF HCA CONTACT NAME AND TITLE HCA CONTACT ADDRESS Jared Langton, MS, CDP, Healthy Transitions Program Director Health Care Authority 626 8th Avenue SE Olympia, WA 98504 HCA CONTACT TELEPHONE HCA CONTACT E-MAIL ADDRESS (360) 725-1580 Jared.Langton©hca.wa.gov CONTRACT START DATE CONTRACT END DATE TOTAL MAXIMUM CONTRACT AMOUNT May 1, 2019 September 29, 2019 $299,988.00 PURPOSE OF CONTRACT: The City of Yakima is being requested to assist in the implementation of the Washington State Healthy Transitions Project(HTP), funded by the SAMHSA Healthy Transitions: Improving Life Trajectories for Youth and Young Adults with Serious Mental Disorders Program (FOA#SM- 19-001). The parties signing below warrant that they have read and understand this Contract, and have authority to execute this Contract. This Contract will be binding on HCA only upon signature by HCA. CONTRACTOR SIGNATURE PRINTED NAME AND TITLE DATE SIGNED HCA SIGNATURE PRINTED NAME AND TITLE DATE SIGNED Annette Schuffenhauer, Chief Legal Officer Rev 5/6/2019 4 TABLE OF CONTENTS Recitals 4 1. STATEMENT OF WORK (SOW) 4 2. DEFINITIONS 4 3. SPECIAL TERMS AND CONDITIONS 6 3.1 PERFORMANCE EXPECTATIONS 8 3.2 TERM 9 3.3 COMPENSATION 9 3.4 INVOICE AND PAYMENT 9 3.5 CONTRACTOR and HCA CONTRACT MANAGERS 10 3.6 KEY STAFF 11 3.7 LEGAL NOTICES 12 3.8 INCORPORATION OF DOCUMENTS AND ORDER OF PRECEDENCE 12 3.9 INSURANCE 13 4. GENERAL TERMS AND CONDITIONS 14 4.1 ACCESS TO DATA 14 4.2 ADVANCE PAYMENT PROHIBITED 14 4.3 AMENDMENTS 14 4.4 ASSIGNMENT 14 4.5 ATTORNEYS' FEES 15 4.6 CHANGE IN STATUS 15 4.7 CONFIDENTIAL INFORMATION PROTECTION 15 4.8 CONFIDENTIAL INFORMATION SECURITY 16 4.9 CONFIDENTIAL INFORMATION BREACH - REQUIRED NOTIFICATION 16 4.10 CONTRACTOR'S PROPRIETARY INFORMATION 17 4.11 COVENANT AGAINST CONTINGENT FEES 17 4.12 DEBARMENT 17 4.13 DISPUTES 18 4.14 ENTIRE AGREEMENT 18 4.15 FEDERAL FUNDING ACCOUNTABILITY& TRANSPARENCY ACT (FFATA) 19 4.16 FORCE MAJEURE 19 4.17 FUNDING WITHDRAWN, REDUCED OR LIMITED 19 4.18 GOVERNING LAW 20 4.19 HCA NETWORK SECURITY 20 4.20 INDEMNIFICATION 20 Washington State 2 Description of Services Health Care Authority HCA Contract#K3791 5 4.21 INDEPENDENT CAPACITY OF THE CONTRACTOR 21 4.22 INDUSTRIAL INSURANCE COVERAGE 21 4.23 LEGAL AND REGULATORY COMPLIANCE 21 4.24 LIMITATION OF AUTHORITY 21 4.25 NO THIRD-PARTY BENEFICIARIES 21 4.26 NONDISCRIMINATION 22 4.27 OVERPAYMENTS TO CONTRACTOR 22 4.28 PAY Equity 22 4.29 PUBLICITY 23 4.30 RECORDS AND DOCUMENTS REVIEW 23 4.31 REMEDIES NON-EXCLUSIVE 23 4.32 RIGHT OF INSPECTION 24 4.33 RIGHTS IN DATA/OWNERSHIP 24 4.34 RIGHTS OF STATE AND FEDERAL GOVERNMENTS 25 4.35 SEVERABILITY 25 4.36 SITE SECURITY 25 4.37 SUBCONTRACTING 25 4.38 SUBRECIPIENT 26 4.39 SURVIVAL 27 4.40 TAXES 28 4.41 TERMINATION 28 4.42 TERMINATION PROCEDURES 29 4.43 WAIVER 30 4.44 WARRANTIES 30 Attachments Attachment 1: Confidential Information Security Requirements Attachment 2: Federal Compliance, Certifications and Assurances Attachment 3: Federal Funding Accountability and Transparency Act Data Collection Form Schedules Schedule A: Statement of Work (SOW) Implementation of the Washignton State Healthy Transitions Project Washington State 3 Description of Services Health Care Authority HCA Contract#K3791 6 Contract #K3791 for Implementation of the Washington State Healthy Transitions Project Recitals NOW THEREFORE, HCA and the City of Yakima enter into this Contract, the terms and conditions of which will govern Contractor's providing to HCA the implementation of the Washington State Healthy Transitions Project (HTP), funded by the SAMHSA Healthy Transitions: Improving Life Trajectories for Youth and Young Adults with Serious Mental Disorders Program (FOA#SM-19-001) in accordance with the Statement of Work (SOW) outlined in Schedule A Attached. IN CONSIDERATION of the mutual promises as set forth in this Contract, the parties agree as follows: 1. STATEMENT OF WORK (SOW) The Contractor will provide the services and staff as described in Schedule A: Statement of Work. 2. DEFINITIONS "Authorized Representative" means a person to whom signature authority has been delegated in writing acting within the limits of his/her authority. "Breach" means the unauthorized acquisition, access, use, or disclosure of Confidential Information that compromises the security, confidentiality, or integrity of the Confidential Information. "Business Associate" means a Business Associate as defined in 45 CFR 160.103, who performs or assists in the performance of an activity for or on behalf of HCA, a Covered Entity, that involves the use or disclosure of protected health information (PHI). Any reference to Business Associate in this DSA includes Business Associate's employees, agents, officers, Subcontractors, third party contractors, volunteers, or directors. "Business Days and Hours" means Monday through Friday, 8:00 a.m. to 5:00 p.m., Pacific Time, except for holidays observed by the state of Washington. Washington State 4 Description of Services Health Care Authority HCA Contract#K3791 7 "Centers for Medicare and Medicaid Services" or "CMS" means the federal office under the Secretary of the United States Department of Health and Human Services, responsible for the Medicare and Medicaid programs. "CFR" means the Code of Federal Regulations. All references in this Contract to CFR chapters or sections include any successor, amended, or replacement regulation. The CFR may be accessed at http:// .ecfr.govlcgi-bin/ECFR?paqe=browse. "Confidential Information" means information that may be exempt from disclosure to the public or other unauthorized persons under chapter 42.56 RCW or chapter 70.02 RCW or other state or federal statutes or regulations. Confidential Information includes, but is not limited to, any information identifiable to an individual that relates to a natural person's health, (see also Protected Health Information); finances, education, business, use or receipt of governmental services, names, addresses, telephone numbers, social security numbers, driver license numbers, financial profiles, credit card numbers, financial identifiers and any other identifying numbers, law enforcement records, HCA source code or object code, or HCA or State security information. "Contract" means this Contract document and all schedules, exhibits, attachments, incorporated documents and amendments. "Contractor" means the City of Yakima, its employees and agents. Contractor includes any firm, provider, organization, individual or other entity performing services under this Contract. It also includes any Subcontractor retained by Contractor as permitted under the terms of this Contract. "Covered entity" means a health plan, a health care clearinghouse or a health care provider who transmits any health information in electronic form to carry out financial or administrative activities related to health care, as defined in 45 CFR 160.103. "Data" means information produced, furnished, acquired, or used by Contractor in meeting requirements under this Contract. "Effective Date" means the first date this Contract is in full force and effect. It may be a specific date agreed to by the parties; or, if not so specified, the date of the last signature of a party to this Contract. "HCA Contract Manager" means the individual identified on the cover page of this Contract who will provide oversight of the Contractor's activities conducted under this Contract. "Health Care Authority" or "HCA" means the Washington State Health Care Authority, any division, section, office, unit or other entity of HCA, or any of the officers or other officials lawfully representing HCA. "Overpayment" means any payment or benefit to the Contractor in excess of that to which the Contractor is entitled by law, rule, or this Contract, including amounts in dispute. Washington State 5 Description of Services Health Care Authority HCA Contract#K3791 8 "Proprietary Information" means information owned by Contractor to which Contractor claims a protectable interest under law. Proprietary Information includes, but is not limited to, information protected by copyright, patent, trademark, or trade secret laws. "Protected Health Information" or "PHI" means individually identifiable information 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 past, present, or future payment for provision of health care to an individual, as defined in 45 CFR 160.103. Individually identifiable information is information that identifies the individual or about which there is a reasonable basis to believe it can be used to identify the individual, and includes demographic information. PHI is information transmitted, maintained, or stored in any form or medium. 45 CFR 164.501. PHI does not include education records covered by the Family Educational Rights and Privacy Act, as amended, 20 USC 1232g(a)(4)(b)(iv). "RCW" means the Revised Code of Washington. All references in this Contract to RCW chapters or sections include any successor, amended, or replacement statute. Pertinent RCW chapters can be accessed at: http:liapps.leq.wa.govlrcwl. "Statement of Work" or "SOW" means a detailed description of the work activities the Contractor is required to perform under the terms and conditions of this Contract, including the deliverables and timeline, and is Schedule A hereto. "Subcontractor" means a person or entity that is not in the employment of the Contractor, who is performing all or part of the business activities under this Contract under a separate contract with Contractor. The term "Subcontractor" means subcontractor(s) of any tier. "Subrecipient" shall have the meaning given in 45 C.F.R. 75.2, or any successor or replacement to such definition, for any federal award from NHS; or 2 C.F.R. 200.93, or any successor or replacement to such definition, for any other federal award. "USC" means the United States Code. All references in this Contract to USC chapters or sections will include any successor, amended, or replacement statute. The USC may be accessed at http://uscode.house.gov/ "WAC" means the Washington Administrative Code. All references to WAC chapters or sections will include any successor, amended, or replacement regulation. Pertinent WACs may be accessed at: http:ilapp.leq.wa.goviwacl. 3. SPECIAL TERMS AND CONDITIONS Definitions. The words and phrases listed below, as used in this Contract, shall each have the following definitions: a) "CMHS" means the Center for Mental Health Services Office of the Substance Abuse and Mental Health Services Administration. Washington State 6 Description of Services Health Care Authority HCA Contract#K3791 9 b) "Cultural Competence" means a set of congruent behaviors, attitudes, and policies that come together in a system, agency, or among professionals that enables effective work in cross-cultural situations. 'Culture' refers to integrated patterns of human behavior that include the language, thoughts, communications, actions, customs, beliefs, values, and institutions of racial, ethnic, religious, or social groups. 'Competence' implies having the capacity to function effectively as an individual in an organization within the context of the cultural beliefs, behaviors, and needs presented by consumers and their communities. c) "DBHR" or "Division of Behavioral Health and Recovery" means a division of the Washington State Health Care Authority, the designated authority to serve Washington Apple Health (Medicaid) clients. d) "DUNS" or "Data Universal Numbering System" means a unique identified for businesses. DUNS numbers are assigned and maintained by Dun and Bradstreet (D&B) and are used for a variety of purposes, including applying for government contracting opportunities. e) "FTE" means Full Time Equivalent f) "FYSPRT" means Family Youth System Partner Roundtables which are convened regionally and overseen by the Division of Behavioral Health and Recovery. g) "GPRA" means the Government Performance and Results Act. h) "HTP" means the `Healthy Transitions Project' i) "IPS" or "Individual Placement and Support" means an enhanced version of SAMHSA's Supported Employment Evidence-Based Practices Kit. j) "NOMS" or "National Outcomes Measures Tool" means the information gathered using a web-based reporting system called SAMHSA's Performance Accountability and Reporting System (SPARS). NOMS data will be collected and reporting in to the SPARS system at baseline (i.e., the client's entry into the project), 6-month intervals post baseline, and at discharge. k) "RSS" or "Recovery Support Services" means a broad range of community supports and social services to help individuals remain engaged in treatment and/or the recovery process. I) "SAMHSA" means the U.S. Department of Health and Human Services, Substance Abuse and Mental Health Services Administration. Washington State 7 Description of Services Health Care Authority HCA Contract#K3791 10 m) "SE" or "Support Employment" means services that help individuals overcome barriers to employment. SAMHSA Evidence-Based Practice Supported Employment is also known as Individual Placement Support (IPS). n) "SED/SMI" or "Serious Emotional Disturbance/Serious Mental Illness": SAMHSA has clarified the definitions of SED and SMI: Children with SED refers to persons from birth to age 18 and adults with SMI refers to persons age 18 and over: (1) who currently meets or at any time during the past year has met criteria for a mental disorder— including within developmental and cultural contexts —as specified within a recognized diagnostic classification system (e.g. most recent editions of DSM, ICD, etc.), and (2) who displays functional impairment, as determined by a standardized measure, which impedes progress towards recovery and substantially interferes with or limits the person's role or functioning in family, school, employment, relationships, or community activities. o) "SH" or "Supported Housing" means services that help individuals get and keep community housing. p) "TAY" or "Transition-Age Youth" means young people between the ages of 16 and 25. 3.1 PERFORMANCE EXPECTATIONS Expected performance under this Contract includes, but is not limited to, the following: 3.1.1 Knowledge of applicable state and federal laws and regulations pertaining to subject of contract; 3.1.2 Use of professional judgment; 3.1.3 Collaboration with HCA staff in Contractor's conduct of the services; 3.1.4 Conformance with HCA directions regarding the delivery of the services; 3.1.5 Timely, accurate and informed communications; 3.1.6 Regular completion and updating of project plans, reports, documentation and communications; 3.1.7 Regular, punctual attendance at all meetings; and 3.1.8 Provision of high quality services. Washington State 8 Description of Services Health Care Authority HCA Contract#K3791 11 Prior to payment of invoices, HCA will review and evaluate the performance of Contractor in accordance with this Contract and these performance expectations and may withhold payment if expectations are not met or Contractor's performance is unsatisfactory. 3.2 TERM 3.2.1 The initial term of the Contract will commence on May 1, 2019 or date of last signature, whichever is later, and continue through September 29, 2019, unless terminated sooner as provided herein. 3.2.2 This Contract may be eligible for a no-cost extension through September 29, 2024. A written request e-mailed to the to the HCA Project Director (Contract Manager) must be received 90 days prior to project end date. A written request for a no-cost extension is not a guarantee for funding. No change in terms and conditions will be permitted during these extensions unless specifically agreed to in writing. 3.2.3 Work performed without a contract or amendment signed by the authorized representatives of both parties will be at the sole risk of the Contractor. HCA will not pay any costs incurred before a contract or any subsequent amendment(s) is fully executed. 3.3 COMPENSATION 3.3.1 The Maximum Compensation payable to Contractor for the performance of all things necessary for or incidental to the performance of work as set forth in Schedule A: Statement of Work is outlined into the indivudal Statement of Work and will include any and all allowable expenses. 3.3.2 Contractor's compensation for services rendered will be based on the following rates or in accordance with the following terms. 3.3.3 Federal funds disbursed through this Contract were received by HCA through OMB Catalogue of Federal Domestic Assistance (CFDA) Number: 93.243 SAMHSA: Center for Mental Health Services 7H79SM082187-01 The Healthy Transitions Project: Improving Life Trajectories for Youth and Young Audits with Serious Mental Disorders. Contractor agrees to comply with applicable rules and regulations associated with these federal funds and has signed Attachment 2: Federal Compliance, Certification and Assurances, attached. 3.4 INVOICE AND PAYMENT 3.4.1 Contractor must submit accurate invoices to the following address for all amounts to be paid by HCA via e-mail to: AcctspayAhca.wa.gay. Include the HCA Contract number in the subject line of the email. Washington State 9 Description of Services Health Care Authority HCA Contract#K3791 12 3.4.2 Invoices must describe and document to HCA's satisfaction a description of the work performed, the progress of the project, and fees. If expenses are invoiced, invoices must provide a detailed breakdown of each type. Any single expense in the amount of$50.00 or more must be accompanied by a receipt in order to receive reimbursement. All invoices will be reviewed and must be approved by the Contract Manager or his/her designee prior to payment. 3.4.3 Contractor must submit properly itemized invoices to include the following information, as applicable: 3.4.3.1 HCA Contract number K3791; 3.4.3.2 Contractor name, address, phone number; 3.4.3.3 Description of Services; 3.4.3.4 Date(s) of delivery; 3.4.3.5 Net invoice price for each item; 3.4.3.6 Applicable taxes; 3.4.3.7 Total invoice price; and 3.4.3.8 Payment terms and any available prompt payment discount. 3.4.4 HCA will return incorrect or incomplete invoices to the Contractor for correction and reissue. The Contract Number must appear on all invoices, bills of lading, packages, and correspondence relating to this Contract. 3.4.5 In order to receive payment for services or products provided to a state agency, Contractor must register with the Statewide Payee Desk at https:/Iofm.wa:gav/it- systems/statewide-vendarpayee-services/receiving-payment-state. Payment will be considered timely if made by HCA within thirty (30) calendar days of receipt of properly completed invoices. Payment will be directly deposited in the bank account or sent to the address Contractor designated in its registration. 3.4.6 Upon expiration of the Contract, any claims for payment for costs due and payable under this Contract that are incurred prior to the expiration date must be submitted by the Contractor to HCA within sixty (60) calendar days after the Contract expiration date. HCA is under no obligation to pay any claims that are submitted sixty-one (61) or more calendar days after the Contract expiration date ("Belated Claims"). HCA will pay Belated Claims at its sole discretion, and any such potential payment is contingent upon the availability of funds. 3.5 CONTRACTOR AND HCA CONTRACT MANAGERS 3.5.1 Contractor's Contract Manager will have prime responsibility and final authority for the services provided under this Contract and be the principal point of contact for Washington State 10 Description of Services Health Care Authority HCA Contract#K3791 13 the HCA Contract Manager for all business matters, performance matters, and administrative activities. 3.5.2 HCA's Contract Manager is responsible for monitoring the Contractor's performance and will be the contact person for all communications regarding contract performance and deliverables. The HCA Contract Manager has the authority to accept or reject the services provided and must approve Contractor's invoices prior to payment. 3.5.3 The contact information provided below may be changed by written notice of the change (email acceptable) to the other party. CONTRACTOR z Health Care Authority;', Contract Manager Information Contract Manager Information Name: Cliff Moore Name: Jared Langton Title: City Manager Title: Healthy Transitions Program Director 129 North 2' Street 626 8th Avenue SE Address: Address: Yakima, WA 98901 Olympia, WA 98501 Phone: (509) 575-6040 Phone: (360) 725-1580 Email: Cliff.Moore©yakimawa.gov Email: Jared.Langton©hca.wa.gov 3.6 KEY STAFF 3.6.1 Except in the case of a legally required leave of absence, sickness, death, termination of employment or unpaid leave of absence, Key Staff must not be changed during the term of the Statement of Work (SOW) from the people who were described in the Response for the first SOW or those Key Staff initially assigned to subsequent SOWS, without the prior written approval of HCA until completion of their assigned tasks. 3.6.2 During the term of the Statement of Work (SOW), HCA reserves the right to approve or disapprove Contractor's Key Staff assigned to this Contract, to approve or disapprove any proposed changes in Contractor's Key Staff, or to require the removal or reassignment of any Contractor staff found unacceptable by HCA, subject to HCA's compliance with applicable laws and regulations. Contractor must provide a resume to HCA of any replacement Key Staff and all staff proposed by Contractor as replacements for other staff must have comparable or greater skills for performing the activities as performed by the staff being replaced. Washington State 11 Description of Services Health Care Authority HCA Contract#K3791 14 3.7 LEGAL NOTICES Any notice or demand or other communication required or permitted to be given under this Contract or applicable law is effective only if it is in writing and signed by the applicable party, properly addressed, and delivered in person,via email, or by a recognized courier service, or deposited with the United States Postal Service as first-class mail, postage prepaid certified mail, return receipt requested, to the parties at the addresses provided in this section. 3.7.1 In the case of notice to the Contractor: Attention: Cliff Moore, City Manager City of Yakima 129 North 2' Street Yakima, WA 98901 3.7.2 In the case of notice to HCA: Attention: Contracts Administrator Health Care Authority Division of Legal Services Post Office Box 42702 Olympia, WA 98504-2702 3.7.3 Notices are effective upon receipt or four (4) Business Days after mailing, whichever is earlier. 3.7.4 The notice address and information provided above may be changed by written notice of the change given as provided above. 3.8 INCORPORATION OF DOCUMENTS AND ORDER OF PRECEDENCE Each of the documents listed below is by this reference incorporated into this Contract. In the event of an inconsistency, the inconsistency will be resolved in the following order of precedence: 3.8.1 Applicable Federal and State of Washington statutes and regulations; 3.8.2 Recitals 3.8.3 Special Terms and Conditions; 3.8.4 General Terms and Conditions; 3.8.5 Attachment 1: Confidential Information Security Requirements; 3.8.6 Attachment 2: Federal Compliance, Certifications and Assurances; Washington State 12 Description of Services Health Care Authority HCA Contract#K3791 15 3.8.7 Attachment 3: Federal Funding Accountability and Transparency Act Data Collection Form; 3.8.8 Schedule A: Statement(s) of Work; and 3.8.9 Any other provision, term or material incorporated herein by reference or otherwise incorporated. 3.9 INSURANCE Contractor must provide insurance coverage as set out in this section. The intent of the required insurance is to protect the State should there be any claims, suits, actions, costs, damages or expenses arising from any negligent or intentional act or omission of Contractor or Subcontractor, or agents of either, while performing under the terms of this Contract. Contractor must provide insurance coverage that is maintained in full force and effect during the term of this Contract, as follows: 3.9.1 Commercial General Liability Insurance Policy- Provide a Commercial General Liability Insurance Policy, including contractual liability, in adequate quantity to protect against legal liability arising out of contract activity but no less than $1 million per occurrence/$2 million general aggregate. Additionally, Contractor is responsible for ensuring that any Subcontractors provide adequate insurance coverage for the activities arising out of subcontracts. 3.9.2 Business Automobile Liability. In the event that services delivered pursuant to this Contract involve the use of vehicles, either owned, hired, or non-owned by the Contractor, automobile liability insurance is required covering the risks of bodily injury (including death) and property damage, including coverage for contractual liability. The minimum limit for automobile liability is $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage. 3.9.3 Professional Liability Errors and Omissions — Provide a policy with coverage of not less than $1 million per claim and $2 million general aggregate. 3.9.4 The insurance required must be issued by an insurance company/ies authorized to do business within the state of Washington, and must name HCA and the state of Washington, its agents and employees as additional insured's under any Commercial General and/or Business Automobile Liability policy/ies. All policies must be primary to any other valid and collectable insurance. In the event of cancellation, non-renewal, revocation or other termination of any insurance coverage required by this Contract, Contractor must provide written notice of such to HCA within one (1) Business Day of Contractor's receipt of such notice. Failure to buy and maintain the required insurance may, at HCA's sole option, result in this Contract's termination. Washington State 13 Description of Services Health Care Authority HCA Contract#K3791 16 Upon request, Contractor must submit to HCA a certificate of insurance that outlines the coverage and limits defined in the Insurance section. If a certificate of insurance is requested, Contractor must submit renewal certificates as appropriate during the term of the contract. 3.9.5 The Receiving Party certifies that it is self-insured, is a member of a risk pool, or maintains the types and amounts of insurance identified above and will provde certificates of insurance to that effect to HCA upon request. Upon request, Contractor must submit to HCA a certificate of insurance that outlines the coverage and limits defined in the Insurance section. If a certificate of insurance is requested, Contractor must submit renewal certificates as appropriate during the term of the contract. 4. GENERAL TERMS AND CONDITIONS 4.1 ACCESS TO DATA In compliance with RCW 39.26.180 (2) and federal rules, the Contractor must provide access to any data generated under this Contract to HCA, the Joint Legislative Audit and Review Committee, the State Auditor, and any other state or federal officials so authorized by law, rule, regulation, or agreement at no additional cost. This includes access to all information that supports the findings, conclusions, and recommendations of the Contractor's reports, including computer models and methodology for those models. 4.2 ADVANCE PAYMENT PROHIBITED No advance payment will be made for services furnished by the Contractor pursuant to this Contract. 4.3 AMENDMENTS This Contract may be amended by mutual agreement of the parties. Such amendments will not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 4.4 ASSIGNMENT 4.4.1 Contractor may not assign or transfer all or any portion of this Contract or any of its rights hereunder, or delegate any of its duties hereunder, except delegations as set forth in Section 4.37, Subcontracting, without the prior written consent of HCA. Any permitted assignment will not operate to relieve Contractor of any of its duties and obligations hereunder, nor will such assignment affect any remedies available to HCA that may arise from any breach of the provisions of this Contract or warranties made herein, including but not limited to, rights of setoff. Any attempted assignment, Washington State 14 Description of Services Health Care Authority HCA Contract#K3791 17 transfer or delegation in contravention of this Subsection 4.4.1 of the Contract will be null and void. 4.4.2 HCA may assign this Contract to any public agency, commission, board, or the like, within the political boundaries of the State of Washington, with written notice of thirty (30) calendar days to Contractor. 4.4.3 This Contract will inure to the benefit of and be binding on the parties hereto and their permitted successors and assigns. 4.5 ATTORNEYS' FEES In the event of litigation or other action brought to enforce the terms of this Contract, each party agrees to bear its own attorneys' fees and costs. 4.6 CHANGE IN STATUS In the event of any substantive change in its legal status, organizational structure, or fiscal reporting responsibility, Contractor will notify HCA of the change. Contractor must provide notice as soon as practicable, but no later than thirty (30) calendar days after such a change takes effect. 4.7 CONFIDENTIAL INFORMATION PROTECTION 4.7.1 Contractor acknowledges that some of the material and information that may come into its possession or knowledge in connection with this Contract or its performance may consist of Confidential Information. Contractor agrees to hold Confidential Information in strictest confidence and not to make use of Confidential Information for any purpose other than the performance of this Contract, to release it only to authorized employees or Subcontractors requiring such information for the purposes of carrying out this Contract, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make the information known to any other party without HCA's express written consent or as provided by law. Contractor agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to Confidential Information (See Attachment 1: Confidential Information Security Requirements). 4.7.2 Contractors that come into contact with Protected Health Information may be required to enter into a Business Associate Agreement with HCA in compliance with the requirements of 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) (HIPAA). 4.7.3 HCA reserves the right to monitor, audit, or investigate the use of Confidential Information collected, used, or acquired by Contractor through this Contract. Violation of this section by Contractor or its Subcontractors may result in termination Washington State 15 Description of Services Health Care Authority HCA Contract#K3791 18 of this Contract and demand for return of all Confidential Information, monetary damages, or penalties. 4.7.4 The obligations set forth in this Section will survive completion, cancellation, expiration, or termination of this Contract. 4.8 CONFIDENTIAL INFORMATION SECURITY The federal government, including the Centers for Medicare and Medicaid Services (CMS), and the State of Washington all maintain security requirements regarding privacy, data access, and other areas. Contractor is required to comply with the Confidential Information Security Requirements set out in Attachment 1 to this Contract and appropriate portions of the Washington OCIO Security Standard, 141.10 (https:llacio.wa.govlpo l iciesl141-secu ri nq-i nfa rmatia n-tech na logy-a ssets114110-securing- information-technology-assets). 4.9 CONFIDENTIAL INFORMATION BREACH — REQUIRED NOTIFICATION 4.9.1 Contractor must notify the HCA Privacy Officer (HCAPrivacyOfficerahca.wa.gov) within five Business Days of discovery of any Breach or suspected Breach of Confidential Information. 4.9.2 Contractor will take steps necessary to mitigate any known harmful effects of such unauthorized access including, but not limited to, sanctioning employees and taking steps necessary to stop further unauthorized access. Contractor agrees to indemnify and hold HCA harmless for any damages related to unauthorized use or disclosure of Confidential Information by Contractor, its officers, directors, employees, Subcontractors or agents. 4.9.3 If notification of the Breach or possible Breach must (in the judgment of HCA) be made under the HIPAA Breach Notification Rule, or RCW 42.56.590 or RCW 19.255.010, or other law or rule, then: 4.9.3.1 HCA may choose to make any required notifications to the individuals, to the U.S. Department of Health and Human Services Secretary (DHHS) Secretary, and to the media, or direct Contractor to make them or any of them. 4.9.3.2 In any case, Contractor will pay the reasonable costs of notification to individuals, media, and governmental agencies and of other actions HCA Washington State 16 Description of Services Health Care Authority HCA Contract#K3791 19 reasonably considers appropriate to protect HCA clients (such as paying for regular credit watches in some cases). 4.9.3.3 Contractor will compensate HCA clients for harms caused to them by any Breach or possible Breach. 4.9.4 Any breach of this clause may result in termination of the Contract and the demand for return or disposition (Attachment 1, Section 6) of all Confidential Information. 4.9.5 Contractor's obligations regarding Breach notification survive the termination of this Contract and continue for as long as Contractor maintains the Confidential Information and for any breach or possible breach at any time. 4.10 CONTRACTOR'S PROPRIETARY INFORMATION Contractor acknowledges that HCA is subject to chapter 42.56 RCW, the Public Records Act, and that this Contract will be a public record as defined in chapter 42.56 RCW. Any specific information that is claimed by Contractor to be Proprietary Information must be clearly identified as such by Contractor. To the extent consistent with chapter 42.56 RCW, HCA will maintain the confidentiality of Contractor's information in its possession that is marked Proprietary. If a public disclosure request is made to view Contractor's Proprietary Information, HCA will notify Contractor of the request and of the date that such records will be released to the requester unless Contractor obtains a court order from a court of competent jurisdiction enjoining that disclosure. If Contractor fails to obtain the court order enjoining disclosure, HCA will release the requested information on the date specified. 4.11 COVENANT AGAINST CONTINGENT FEES Contractor warrants that no person or selling agent has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established agents maintained by the Contractor for the purpose of securing business. HCA will have the right, in the event of breach of this clause by the Contractor, to annul this Contract without liability or, in its discretion, to deduct from the contract price or consideration or recover by other means the full amount of such commission, percentage, brokerage or contingent fee. 4.12 DEBARMENT By signing this Contract, Contractor certifies that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded in any Washington State or Federal department or agency from participating in transactions (debarred). Contractor agrees to include the above requirement in any and all subcontracts into which it enters, and also agrees that it will not employ debarred individuals. Contractor must immediately notify HCA if, during the term of this Contract, Contractor becomes debarred. HCA may immediately terminate this Contract by providing Contractor written notice, if Contractor becomes debarred during the term hereof. Washington State 17 Description of Services Health Care Authority HCA Contract#K3791 20 4.13 DISPUTES The parties will use their best, good faith efforts to cooperatively resolve disputes and problems that arise in connection with this Contract. Both parties will continue without delay to carry out their respective responsibilities under this Contract while attempting to resolve any dispute. When a genuine dispute arises between HCA and the Contractor regarding the terms of this Contract or the responsibilities imposed herein and it cannot be resolved between the parties' Contract Managers, either party may initiate the following dispute resolution process. 4.13.1 The initiating party will reduce its description of the dispute to writing and deliver it to the responding party (email acceptable). The responding party will respond in writing within five (5) Business Days (email acceptable). If the initiating party is not satisfied with the response of the responding party, then the initiating party may request that the HCA Director review the dispute. Any such request from the initiating party must be submitted in writing to the HCA Director within five (5) Business Days after receiving the response of the responding party. The HCA Director will have sole discretion in determining the procedural manner in which he or she will review the dispute. The HCA Director will inform the parties in writing within five (5) Business Days of the procedural manner in which he or she will review the dispute, including a timeframe in which he or she will issue a written decision. 4.13.2 A party's request for a dispute resolution must: 4.13.2.1 Be in writing; 4.13.2.2 Include a written description of the dispute; 4.13.2.3 State the relative positions of the parties and the remedy sought; 4.13.2.4 State the Contract Number and the names and contact information for the parties; 4.13.3 This dispute resolution process constitutes the sole administrative remedy available under this Contract. The parties agree that this resolution process will precede any action in a judicial or quasi-judicial tribunal. 4.14 ENTIRE AGREEMENT HCA and Contractor agree that the Contract is the complete and exclusive statement of the agreement between the parties relating to the subject matter of the Contract and supersedes all letters of intent or prior contracts, oral or written, between the parties relating to the subject matter of the Contract, except as provided in Section 4.44 Warranties. Washington State 18 Description of Services Health Care Authority HCA Contract#K3791 21 4.15 FEDERAL FUNDING ACCOUNTABILITY & TRANSPARENCY ACT(FFATA) 4.15.1 This Contract is supported by federal funds that require compliance with the Federal Funding Accountability and Transparency Act (FFATA or the Transparency Act). The purpose of the Transparency Act is to make information available online so the public can see how federal funds are spent. 4.15.2 To comply with the act and be eligible to enter into this Contract, Contractor must have a Data Universal Numbering System (DUNS®) number. A DUNS® number provides a method to verify data about your organization. If Contractor does not already have one, a DUNS® number is available free of charge by contacting Dun and Bradstreet at www.dnb.com. 4.15.3 Information about Contractor and this Contract will be made available on www.uscontractorregistration.com by HCA as required by P.L. 109-282. HCA's Attachment 3: Federal Funding Accountability and Transparency Act Data Collection Form, is considered part of this Contract and must be completed and returned along with the Contract. 4.16 FORCE MAJEURE A party will not be liable for any failure of or delay in the performance of this Contract for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event. 4.17 FUNDING WITHDRAWN, REDUCED OR LIMITED If HCA determines in its sole discretion that the funds it relied upon to establish this Contract have been withdrawn, reduced or limited, or if additional or modified conditions are placed on such funding after the effective date of this contract but prior to the normal completion of this Contract, then HCA, at its sole discretion, may: 4.17.1 Terminate this Contract pursuant to Section 4.41.3, Termination for Non-Allocation of Funds; 4.17.2 Renegotiate the Contract under the revised funding conditions; or 4.17.3 Suspend Contractor's performance under the Contract upon five (5) Business Days' advance written notice to Contractor. HCA will use this option only when HCA determines that there is reasonable likelihood that the funding insufficiency may be resolved in a timeframe that would allow Contractor's performance to be resumed prior to the normal completion date of this Contract. Washington State 19 Description of Services Health Care Authority HCA Contract#K3791 22 4.17.3.1 During the period of suspension of performance, each party will inform the other of any conditions that may reasonably affect the potential for resumption of performance. 4.17.3.2 When HCA determines in its sole discretion that the funding insufficiency is resolved, it will give Contractor written notice to resume performance. Upon the receipt of this notice, Contractor will provide written notice to HCA informing HCA whether it can resume performance and, if so, the date of resumption. For purposes of this subsection, "written notice" may include email. 4.17.3.3 If the Contractor's proposed resumption date is not acceptable to HCA and an acceptable date cannot be negotiated, HCA may terminate the contract by giving written notice to Contractor. The parties agree that the Contract will be terminated retroactive to the date of the notice of suspension. HCA will be liable only for payment in accordance with the terms of this Contract for services rendered prior to the retroactive date of termination. 4.18 GOVERNING LAW This Contract is governed in all respects by the laws of the state of Washington, without reference to conflict of law principles. The jurisdiction for any action hereunder is exclusively in the Superior Court for the state of Washington, and the venue of any action hereunder is in the Superior Court for Thurston County, Washington. Nothing in this Contract will be construed as a waiver by HCA of the State's immunity under the 11th Amendment to the United States Constitution. 4.19 HCA NETWORK SECURITY Contractor agrees not to attach any Contractor-supplied computers, peripherals or software to the HCA Network without prior written authorization from HCA's Chief Information Officer. Unauthorized access to HCA networks and systems is a violation of HCA Policy and constitutes computer trespass in the first degree pursuant to RCW 9A.52.110. Violation of any of these laws or policies could result in termination of the contract and other penalties. Contractor will have access to the HCA visitor Wi-Fi Internet connection while on site. 4.20 INDEMNIFICATION Contractor must defend, indemnify, and save HCA harmless from and against all claims, including reasonable attorneys' fees resulting from such claims, for any or all injuries to persons or damage to property, or Breach of its confidentiality and notification obligations under Section 4.7 Confidential Information Protection and Section 4.8 Confidentiality Breach-Required Notification, arising from intentional or negligent acts or omissions of Washington State 20 Description of Services Health Care Authority HCA Contract#K3791 23 Contractor, its officers, employees, or agents, or Subcontractors, their officers, employees, or agents, in the performance of this Contract. 4.21 INDEPENDENT CAPACITY OF THE CONTRACTOR The parties intend that an independent contractor relationship will be created by this Contract. Contractor and its employees or agents performing under this Contract are not employees or agents of HCA. Contractor will not hold itself out as or claim to be an officer or employee of HCA or of the State of Washington by reason hereof, nor will Contractor make any claim of right, privilege or benefit that would accrue to such employee under law. Conduct and control of the work will be solely with Contractor. 4.22 INDUSTRIAL INSURANCE COVERAGE Prior to performing work under this Contract, Contractor must provide or purchase industrial insurance coverage for the Contractor's employees, as may be required of an "employer" as defined in Title 51 RCW, and must maintain full compliance with Title 51 RCW during the course of this Contract. 4.23 LEGAL AND REGULATORY COMPLIANCE 4.23.1 During the term of this Contract, Contractor must comply with all local, state, and federal licensing, accreditation and registration requirements/standards, necessary for the performance of this Contract and all other applicable federal, state and local laws, rules, and regulations. 4.23.2 While on the HCA premises, Contractor must comply with HCA operations and process standards and policies (e.g., ethics, Internet/ email usage, data, network and building security, harassment, as applicable). HCA will make an electronic copy of all such policies available to Contractor. 4.23.3 Failure to comply with any provisions of this section may result in Contract termination. 4.24 LIMITATION OF AUTHORITY Only the HCA Authorized Representative has the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Contract. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this Contract is not effective or binding unless made in writing and signed by the HCA Authorized Representative. 4.25 NO THIRD-PARTY BENEFICIARIES HCA and Contractor are the only parties to this contract. Nothing in this Contract gives or is intended to give any benefit of this Contract to any third parties. Washington State 21 Description of Services Health Care Authority HCA Contract#K3791 24 4.26 NONDISCRIMINATION During the performance of this Contract, the Contractor must comply with all federal and state nondiscrimination laws, regulations and policies, including but not limited to: Title VII of the Civil Rights Act, 42 U.S.C. §12101 et seq.; the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. §12101 et seq., 28 CFR Part 35; and Title 49.60 RCW, Washington Law Against Discrimination. In the event of Contractor's noncompliance or refusal to comply with any nondiscrimination law, regulation or policy, this Contract may be rescinded, canceled, or terminated in whole or in part under the Termination for Default sections, and Contractor may be declared ineligible for further contracts with HCA. 4.27 OVERPAYMENTS TO CONTRACTOR In the event that overpayments or erroneous payments have been made to the Contractor under this Contract, HCA will provide written notice to Contractor and Contractor will refund the full amount to HCA within thirty (30) calendar days of the notice. If Contractor fails to make timely refund, HCA may charge Contractor one percent (1%) per month on the amount due, until paid in full. If the Contractor disagrees with HCA's actions under this section, then it may invoke the dispute resolution provisions of Section 4.13 Disputes. 4.28 PAY EQUITY 4.28.1 Contractor represents and warrants that, as required by Washington state law (Laws of 2017, Chap. 1, § 213), during the term of this Contract, it agrees to equality among its workers by ensuring similarly employed individuals are compensated as equals. For purposes of this provision, employees are similarly employed if (i) the individuals work for Contractor, (ii) the performance of the job requires comparable skill, effort, and responsibility, and (iii) the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. 4.28.2 Contractor may allow differentials in compensation for its workers based in good faith on any of the following: (i) a seniority system; (ii) a merit system; (Hi) a system that measures earnings by quantity or quality of production; (iv) bona fide job- related factor(s); or (v) a bona fide regional difference in compensation levels. 4.28.3 Bona fide job-related factor(s)" may include, but not be limited to, education, training, or experience, that is: (i) consistent with business necessity; (ii) not based on or derived from a gender-based differential; and (Hi) accounts for the entire differential. 4.28.4 A"bona fide regional difference in compensation level" must be (i) consistent with business necessity; (ii) not based on or derived from a gender-based differential; and (iii) account for the entire differential. Washington State 22 Description of Services Health Care Authority HCA Contract#K3791 25 4.28.5 Notwithstanding any provision to the contrary, upon breach of warranty and Contractor's failure to provide satisfactory evidence of compliance within thirty (30) Days of HCA's request for such evidence, HCA may suspend or terminate this Contract. 4.29 PUBLICITY 4.29.1 The award of this Contract to Contractor is not in any way an endorsement of Contractor or Contractor's Services by HCA and must not be so construed by Contractor in any advertising or other publicity materials. 4.29.2 Contractor agrees to submit to HCA, all advertising, sales promotion, and other publicity materials relating to this Contract or any Service furnished by Contractor in which HCA's name is mentioned, language is used, or Internet links are provided from which the connection of HCA's name with Contractor's Services may, in HCA's judgment, be inferred or implied. Contractor further agrees not to publish or use such advertising, marketing, sales promotion materials, publicity or the like through print, voice, the Web, and other communication media in existence or hereinafter developed without the express written consent of HCA prior to such use. 4.30 RECORDS AND DOCUMENTS REVIEW 4.30.1 The Contractor must maintain books, records, documents, magnetic media, receipts, invoices or other evidence relating to this Contract and the performance of the services rendered, along with accounting procedures and practices, all of which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Contract. At no additional cost, these records, including materials generated under this Contract, are subject at all reasonable times to inspection, review, or audit by HCA, the Office of the State Auditor, and state and federal officials so authorized by law, rule, regulation, or agreement [See 42 USC 1396a(a)(27)(B); 42 USC 1396a(a)(37)(B); 42 USC 1396a(a)(42(A); 42 CFR 431, Subpart Q; and 42 CFR 447.202]. 4.30.2 The Contractor must retain such records for a period of six (6) years after the date of final payment under this Contract. 4.30.3 If any litigation, claim or audit is started before the expiration of the six (6) year period, the records must be retained until all litigation, claims, or audit findings involving the records have been resolved. 4.31 REMEDIES NON-EXCLUSIVE The remedies provided in this Contract are not exclusive, but are in addition to all other remedies available under law. Washington State 23 Description of Services Health Care Authority HCA Contract#K3791 26 4.32 RIGHT OF INSPECTION The Contractor must provide right of access to its facilities to HCA, or any of its officers, or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Contract. 4.33 RIGHTS IN DATA/OWNERSHIP 4.33.1 HCA and Contractor agree that all data and work products (collectively 'Work Product") produced pursuant to this Contract will be considered a work for hire under the U.S. Copyright Act, 17 U.S.C. §101 et seq, and will be owned by HCA. Contractor is hereby commissioned to create the Work Product. Work Product includes, but is not limited to, discoveries, formulae, ideas, improvements, inventions, methods, models, processes, techniques, findings, conclusions, recommendations, reports, designs, plans, diagrams, drawings, Software, databases, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions, to the extent provided by law. Ownership includes the right to copyright, patent, register and the ability to transfer these rights and all information used to formulate such Work Product. 4.33.2 If for any reason the Work Product would not be considered a work for hire under applicable law, Contractor assigns and transfers to HCA, the entire right, title and interest in and to all rights in the Work Product and any registrations and copyright applications relating thereto and any renewals and extensions thereof. 4.33.3 Contractor will execute all documents and perform such other proper acts as HCA may deem necessary to secure for HCA the rights pursuant to this section. 4.33.4 Contractor will not use or in any manner disseminate any Work Product to any third party, or represent in any way Contractor ownership of any Work Product, without the prior written permission of HCA. Contractor will take all reasonable steps necessary to ensure that its agents, employees, or Subcontractors will not copy or disclose, transmit or perform any Work Product or any portion thereof, in any form, to any third party. 4.33.5 Material that is delivered under this Contract, but that does not originate therefrom ("Preexisting Material"), must be transferred to HCA with a nonexclusive, royalty- free, irrevocable license to publish, translate, reproduce, deliver, perform, display, and dispose of such Preexisting Material, and to authorize others to do so. Contractor agrees to obtain, at its own expense, express written consent of the copyright holder for the inclusion of Preexisting Material. HCA will have the right to modify or remove any restrictive markings placed upon the Preexisting Material by Contractor. Washington State 24 Description of Services Health Care Authority HCA Contract#K3791 27 4.33.6 Contractor must identify all Preexisting Material when it is delivered under this Contract and must advise HCA of any and all known or potential infringements of publicity, privacy or of intellectual property affecting any Preexisting Material at the time of delivery of such Preexisting Material. Contractor must provide HCA with prompt written notice of each notice or claim of copyright infringement or infringement of other intellectual property right worldwide received by Contractor with respect to any Preexisting Material delivered under this Contract. 4.34 RIGHTS OF STATE AND FEDERAL GOVERNMENTS In accordance with 45 C.F.R. 95.617, all appropriate state and federal agencies, including but not limited to the Centers for Medicare and Medicaid Services (CMS), will have a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, translate, or otherwise use, and to authorize others to use for Federal Government purposes: (i) software, modifications, and documentation designed, developed or installed with Federal Financial Participation (FFP) under 45 CFR Part 95, subpart F; (ii) the Custom Software and modifications of the Custom Software, and associated Documentation designed, developed, or installed with FFP under this Contract; (iii) the copyright in any work developed under this Contract; and (iv) any rights of copyright to which Contractor purchases ownership under this Contract. 4.35 SEVERABILITY If any provision of this Contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity will not affect the other provisions or applications of this Contract that can be given effect without the invalid provision, and to this end the provisions or application of this Contract are declared severable. 4.36 SITE SECURITY While on HCA premises, Contractor, its agents, employees, or Subcontractors must conform in all respects with physical, fire or other security policies or regulations. Failure to comply with these regulations may be grounds for revoking or suspending security access to these facilities. HCA reserves the right and authority to immediately revoke security access to Contractor staff for any real or threatened breach of this provision. Upon reassignment or termination of any Contractor staff, Contractor agrees to promptly notify HCA. 4.37 SUBCONTRACTING 4.37.1 Neither Contractor, nor any Subcontractors, may enter into subcontracts for any of the work contemplated under this Contract without prior written approval of HCA. HCA has sole discretion to determine whether or not to approve any such subcontract. In no event will the existence of the subcontract operate to release or reduce the liability of Contractor to HCA for any breach in the performance of Contractor's duties. Washington State 25 Description of Services Health Care Authority HCA Contract#K3791 28 4.37.2 Contractor is responsible for ensuring that all terms, conditions, assurances and certifications set forth in this Contract are included in any subcontracts. 4.37.3 If at any time during the progress of the work HCA determines in its sole judgment that any Subcontractor is incompetent or undesirable, HCA will notify Contractor, and Contractor must take immediate steps to terminate the Subcontractor's involvement in the work. 4.37.4 The rejection or approval by the HCA of any Subcontractor or the termination of a Subcontractor will not relieve Contractor of any of its responsibilities under the Contract, nor be the basis for additional charges to HCA. 4.37.5 HCA has no contractual obligations to any Subcontractor or vendor under contract to the Contractor. Contractor is fully responsible for all contractual obligations, financial or otherwise, to its Subcontractors. 4.38 SUBRECIPIENT 4.38.1 General If the Contractor is a subrecipient (as defined in 45 CFR 75.2 and 2 CFR 200.93) of federal awards, then the Contractor, in accordance with 2 CFR 200.501 and 45 CFR 75.501, shall: 4.38.1.1 Maintain records that identify, in its accounts, all federal awards received and expended and the federal programs under which they were received, by Catalog of Federal Domestic Assistance (CFDA) title and number, award number and year, name of the federal agency, and name of the pass-through entity; 4.38.1.2 Maintain internal controls that provide reasonable assurance that the Contractor is managing federal awards in compliance with laws, regulations, and provisions of contracts or grant agreements that could have a material effect on each of its federal programs; 4.38.1.3 Prepare appropriate financial statements, including a schedule of expenditures of federal awards; 4.38.1.4 Incorporate OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501 audit requirements into all agreements between the Contractor and its Subcontractors who are subrecipients; 4.38.1.5 Comply with any future amendments to OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501 and any successor or replacement Circular or regulation; 4.38.1.6 Comply with the applicable requirements of OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501 and any future amendments to OMB Super Washington State 26 Description of Services Health Care Authority HCA Contract#K3791 29 Circular 2 CFR 200.501 and 45 CFR 75.501, and any successor or replacement Circular or regulation; and 4.38.1.7 Comply with the Omnibus Crime Control and Safe streets Act of 1968, Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Title II of the Americans with Disabilities Act of 1990, Title IX of the Education Amendments of 1972, The Age Discrimination Act of 1975, and The Department of Justice Non-Discrimination Regulations, 28 C.F.R. Part 42, Subparts C.D.E. and G, and 28 C.F.R. Part 35 and 39. (Go to http:/lojp.govlabautlofficesIocr.htm for additional information and access to the aforementioned Federal laws and regulations.) 4.38.2 Single Audit Act Compliance If the Contractor is a subrecipient and expends $750,000 or more in federal awards from any and/or all sources in any fiscal year, the Contractor will procure and pay for a single audit or a program-specific audit for that fiscal year. Upon completion of each audit, the Contractor will: 4.38.2.1 Submit to the Authority contact person the data collection form and reporting package specified in OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501, reports required by the program-specific audit guide (if applicable), and a copy of any management letters issued by the auditor; 4.38.2.2 Follow-up and develop corrective action for all audit findings; in accordance with OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501, prepare a "Summary Schedule of Prior Audit Findings." 4.38.3 Overpayments 4.38.3.1 If it is determined by HCA, or during the course of a required audit, that Contractor has been paid unallowable costs under this or any Program Agreement, Contractor will refund the full amount to HCA as provided in Section 4.27 Overpayments to Contractors. 4.39 SURVIVAL The terms and conditions contained in this Contract that, by their sense and context, are intended to survive the completion, cancellation, termination, or expiration of the Contract will survive. In addition, the terms of the sections titled Confidential Information Protection, Confidential Information Breach—Required Notification, Contractor's Proprietary Information, Disputes, Overpayments to Contractor, Publicity, Records and Documents Review, Rights in Data/Ownership, and Rights of State and Federal Governments will survive the termination of this Contract. The right of HCA to recover any overpayments will also survive the termination of this Contract. Washington State 27 Description of Services Health Care Authority HCA Contract#K3791 30 4.40 TAXES HCA will pay sales or use taxes, if any, imposed on the services acquired hereunder. Contractor must pay all other taxes including, but not limited to, Washington Business and Occupation Tax, other taxes based on Contractor's income or gross receipts, or personal property taxes levied or assessed on Contractor's personal property. HCA, as an agency of Washington State government, is exempt from property tax. Contractor must complete registration with the Washington State Department of Revenue and be responsible for payment of all taxes due on payments made under this Contract. 4.41 TERMINATION 4.41.1 TERMINATION FOR DEFAULT In the event HCA determines that Contractor has failed to comply with the terms and conditions of this Contract, HCA has the right to suspend or terminate this Contract. HCA will notify Contractor in writing of the need to take corrective action. If corrective action is not taken within five (5) Business Days, or other time period agreed to in writing by both parties, the Contract may be terminated. HCA reserves the right to suspend all or part of the Contract, withhold further payments, or prohibit Contractor from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by Contractor or a decision by HCA to terminate the Contract. In the event of termination for default, Contractor will be liable for damages as authorized by law including, but not limited to, any cost difference between the original Contract and the replacement or cover Contract and all administrative costs directly related to the replacement Contract, e.g., cost of the competitive bidding, mailing, advertising, and staff time. If it is determined that Contractor: (i) was not in default, or (ii) its failure to perform was outside of its control, fault or negligence, the termination will be deemed a "Termination for Convenience." 4.41.2 TERMINATION FOR CONVENIENCE When, at HCA's sole discretion, it is in the best interest of the State, HCA may terminate this Contract in whole or in part by providing ten (10) calendar days' written notice. If this Contract is so terminated, HCA will be liable only for payment in accordance with the terms of this Contract for services rendered prior to the effective date of termination. No penalty will accrue to HCA in the event the termination option in this section is exercised. Washington State 28 Description of Services Health Care Authority HCA Contract#K3791 31 4.41.3 TERMINATION FOR NONALLOCATION OF FUNDS If funds are not allocated to continue this Contract in any future period, HCA may immediately terminate this Contract by providing written notice to the Contractor. The termination will be effective on the date specified in the termination notice. HCA will be liable only for payment in accordance with the terms of this Contract for services rendered prior to the effective date of termination. HCA agrees to notify Contractor of such nonallocation at the earliest possible time. No penalty will accrue to HCA in the event the termination option in this section is exercised. 4.41.4 TERMINATION FOR WITHDRAWAL OF AUTHORITY In the event that the authority of HCA to perform any of its duties is withdrawn, reduced, or limited in any way after the commencement of this Contract and prior to normal completion, HCA may immediately terminate this Contract by providing written notice to the Contractor. The termination will be effective on the date specified in the termination notice. HCA will be liable only for payment in accordance with the terms of this Contract for services rendered prior to the effective date of termination. HCA agrees to notify Contractor of such withdrawal of authority at the earliest possible time. No penalty will accrue to HCA in the event the termination option in this section is exercised. 4.41.5 TERMINATION FOR CONFLICT OF INTEREST HCA may terminate this Contract by written notice to the Contractor if HCA determines, after due notice and examination, that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW, or any other laws regarding ethics in public acquisitions and procurement and performance of contracts. In the event this Contract is so terminated, HCA will be entitled to pursue the same remedies against the Contractor as it could pursue in the event Contractor breaches the contract. 4.42 TERMINATION PROCEDURES 4.42.1 Upon termination of this Contract, HCA, in addition to any other rights provided in this Contract, may require Contractor to deliver to HCA any property specifically produced or acquired for the performance of such part of this Contract as has been terminated. 4.42.2 HCA will pay Contractor the agreed-upon price, if separately stated, for completed work and services accepted by HCA and the amount agreed upon by the Contractor and HCA for (i) completed work and services for which no separate price is stated; (ii) partially completed work and services; (iii) other property or services that are accepted by HCA; and (iv) the protection and preservation of property, unless the termination is for default, in which case HCA will determine the extent of the liability. Failure to agree with such determination will be a dispute within the meaning of Washington State 29 Description of Services Health Care Authority HCA Contract#K3791 32 Section 4.13 Disputes. HCA may withhold from any amounts due the Contractor such sum as HCA determines to be necessary to protect HCA against potential loss or liability. 4.42.3 After receipt of notice of termination, and except as otherwise directed by HCA, Contractor must: 4.42.3.1 Stop work under the Contract on the date of, and to the extent specified in, the notice; 4.42.3.2 Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract that is not terminated; 4.42.3.3 Assign to HCA, in the manner, at the times, and to the extent directed by HCA, all the rights, title, and interest of the Contractor under the orders and subcontracts so terminated; in which case HCA has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; 4.42.3.4 Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of HCA to the extent HCA may require, which approval or ratification will be final for all the purposes of this clause; 4.42.3.5 Transfer title to and deliver as directed by HCA any property required to be furnished to HCA; 4.42.3.6 Complete performance of any part of the work that was not terminated by HCA; and 4.42.3.7 Take such action as may be necessary, or as HCA may direct, for the protection and preservation of the records related to this Contract that are in the possession of the Contractor and in which HCA has or may acquire an interest. 4.43 WAIVER Waiver of any breach of any term or condition of this Contract will not be deemed a waiver of any prior or subsequent breach or default. No term or condition of this Contract will be held to be waived, modified, or deleted except by a written instrument signed by the parties. Only the HCA Authorized Representative has the authority to waive any term or condition of this Contract on behalf of HCA. 4.44 WARRANTIES 4.44.1 Contractor represents and warrants that it will perform all services pursuant to this Contract in a professional manner and with high quality and will immediately re- Washington State 30 Description of Services Health Care Authority HCA Contract#K3791 33 perform any services that are not in compliance with this representation and warranty at no cost to HCA. 4.44.2 Contractor represents and warrants that it will comply with all applicable local, State, and federal licensing, accreditation and registration requirements and standards necessary in the performance of the Services. 4.44.3 Any written commitment by Contractor within the scope of this Contract will be binding upon Contractor. Failure of Contractor to fulfill such a commitment may constitute breach and will render Contractor liable for damages under the terms of this Contract. For purposes of this section, a commitment by Contractor includes: (i) Prices, discounts, and options committed to remain in force over a specified period of time; and (ii) any warranty or representation made by Contractor to HCA or contained in any Contractor publications, or descriptions of services in written or other communication medium, used to influence HCA to enter into this Contract. Washington State 31 Description of Services Health Care Authority HCA Contract#K3791 34 Attachment 1 Confidential Information Security Requirements 1. Definitions In addition to the definitions set out in Section 2 of this Contract K3791 for HCA the implementation of the Washington State Healthy Transitions Project (HTP), funded by the SAMHSA Healthy Transitions: Improving Life Trajectories for Youth and Young Adults with Serious Mental Disorders Program (FOA #SM-19-001) in accordance with the Statement of Work (SOW) outlined in Schedule A Attached, the definitions below apply to this Attachment. a. "Hardened Password" means a string of characters containing at least three of the following character classes: upper case letters; lower case letters; numerals; and special characters, such as an asterisk, ampersand or exclamation point. i. Passwords for external authentication must be a minimum of 10 characters long. ii. Passwords for internal authentication must be a minimum of 8 characters long. iii. Passwords used for system service or service accounts must be a minimum of 20 characters long. b. "Portable/Removable Media" means any Data storage device that can be detached or removed from a computer and transported, including but not limited to: optical media (e.g. CDs, DVDs); USB drives; or flash media (e.g. CompactFlash, SD, MMC). c. "Portable/Removable Devices" means any small computing device that can be transported, including but not limited to: handhelds/PDAs/Smartphones; Ultramobile PC's, flash memory devices (e.g. USB flash drives, personal media players); and laptops/notebook/tablet computers. If used to store Confidential Information, devices should be Federal Information Processing Standards (FIPS) Level 2 compliant. d. "Secured Area" means an area to which only Authorized Users have access. Secured Areas may include buildings, rooms, or locked storage containers (such as a filing cabinet) within a room, as long as access to the Confidential Information is not available to unauthorized personnel. e. "Transmitting" means the transferring of data electronically, such as via email, SFTP, webservices, AWS Snowball, etc. f. "Trusted System(s)" means the following methods of physical delivery: (1) hand-delivery by a person authorized to have access to the Confidential Information with written acknowledgement of receipt; (2) United States Postal Service ("USPS") first class mail, or Washington State Page 32 of 52 K3791 Health Care Authority Attachment 2 35 USPS delivery services that include Tracking, such as Certified Mail, Express Mail or Registered Mail; (3) commercial delivery services (e.g. FedEx, UPS, DHL) which offer tracking and receipt confirmation; and (4) the Washington State Campus mail system. For electronic transmission, the Washington State Governmental Network (SGN) is a Trusted System for communications within that Network. g. "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. Confidential Information Transmitting a. When transmitting HCA's Confidential Information electronically, including via email, the Data must be encrypted using NIST 800-series approved algorithms (http://csrc.nist.gov/publications/PubsSPs.html). This includes transmission over the public internet. b. When transmitting HCA's Confidential Information via paper documents, the Receiving Party must use a Trusted System. 3. Protection of Confidential Information The Contractor agrees to store Confidential Information as described: a. Data at Rest: i. Data will be encrypted with NIST 800-series approved algorithms. Encryption keys will be stored and protected independently of the data. Access to the Data will be restricted to Authorized Users through the use of access control lists, a Unique User ID, and a Hardened Password, or other authentication mechanisms which provide equal or greater security, such as biometrics or smart cards. Systems which contain or provide access to Confidential Information must be located in an area that is accessible only to authorized personnel, with access controlled through use of a key, card key, combination lock, or comparable mechanism. ii. Data stored on Portable/Removable Media or Devices: • Confidential Information provided by HCA on Removable Media will be encrypted with NIST 800-series approved algorithms. Encryption keys will be stored and protected independently of the Data. • HCA's data must not be stored by the Receiving Party on Portable Devices or Media unless specifically authorized within the Data Share Agreement. If so authorized, the Receiving Party must protect the Data by: Washington State Page 33 of 52 K3791 Health Care Authority Attachment 2 36 1. Encrypting with NIST 800-series approved algorithms. Encryption keys will be stored and protected independently of the data; 2. Control access to the devices with a Unique User ID and Hardened Password or stronger authentication method such as a physical token or biometrics; 3. Keeping devices in locked storage when not in use; 4. Using check-in/check-out procedures when devices are shared; 5. Maintain an inventory of devices; and 6. Ensure that when being transported outside of a Secured Area, all devices with Data are under the physical control of an Authorized User. b. Paper documents. Any paper records containing Confidential Information must be protected by storing the records in a Secured Area that is accessible only 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. 4. Confidential Information Segregation HCA Confidential Information received under this Contract must be segregated or otherwise distinguishable from non-HCA data. This is to ensure that when no longer needed by the Contractor, all HCA Confidential Information can be identified for return or destruction. It also aids in determining whether HCA Confidential Information has or may have been compromised in the event of a security Breach. a. The HCA Confidential Information must be kept in one of the following ways: i. on media (e.g. hard disk, optical disc, tape, etc.) which will contain only HCA Data; or ii. in a logical container on electronic media, such as a partition or folder dedicated to HCA's Data; or iii. in a database that will contain only HCA Data; or iv. within a database and will be distinguishable from non-HCA Data by the value of a specific field or fields within database records; or v. when stored as physical paper documents, physically segregated from non-HCA Data in a drawer, folder, or other container. Washington State Page 34 of 52 K3791 Health Care Authority Attachment 2 37 b. When it is not feasible or practical to segregate HCA Confidential Information from non- HCA data, then both the HCA Confidential Information and the non-HCA data with which it is commingled must be protected as described in this Attachment. 5. Confidential Information Shared with Subcontractors If HCA Confidential Information provided under this Contract is to be shared with a Subcontractor, the contract with the Subcontractor must include all of the Confidential Information Security Requirements. 6. Confidential Information Disposition When the Confidential Information is no longer needed, except as noted below, the Confidential Information must be returned to HCA or destroyed. Media are to be destroyed using a method documented within NIST 800-88 (http://csrc.nist.gov/publications/PubsSPs.html). a. For HCA's Confidential Information stored on network disks, deleting unneeded Confidential Information is sufficient as long as the disks remain in a Secured Area and otherwise meet the requirements listed in Section 3, above. Destruction of the Confidential Information as outlined in this section of this Attachment may be deferred until the disks are retired, replaced, or otherwise taken out of the Secured Area. Washington State Page 35 of 52 K3791 Health Care Authority Attachment 2 38 ATTACHMENT 2 FEDERAL COMPLIANCE, CERTIFICATIONS, AND ASSURANCES In the event federal funds are included in this agreement,the following sections apply: I. Federal Compliance and II. Standard Federal Assurances and Certifications. In the instance of inclusion of federal funds,the Contractor may be designated as a sub-recipient and the effective date of the amendment shall also be the date at which these requirements go into effect. FEDERAL COMPLIANCE-The use of federal funds requires additional compliance and control mechanisms to be in place. The following represents the majority of compliance elements that may apply to any federal funds provided under this contract. For clarification regarding any of these elements or details specific to the federal funds in this contract, contact: Jared Langton at Jared.Langton@hca.wa.gov. a. Source of Funds:This agreement is being funded partially or in full through Cooperative Agreement number 7H79SM082187-01, the full and complete terms and provisions of which are hereby incorporated into this agreement can be found by reference in Exhibit C. Federal funds to support this agreement are identified by the Catalog of Federal Domestic Assistance (CFDA) number 93.243 and amount to $999,040.00. The sub-awardee is responsible for tracking and reporting the cumulative amount expended under HCA Contract No. K3791 b. Period of Availability of Funds: Pursuant to 45 CFR 92.23, Sub-awardee may charge to the award only costs resulting from obligations of the funding period specified in 7H79SM082187-01, unless carryover of unobligated balances is permitted, in which case the carryover balances may be charged for costs resulting from obligations of the subsequent funding period. All obligations incurred under the award must be liquidated no later than 90 days after the end of the funding period. c. Single Audit Act: A sub-awardee (including private, for-profit hospitals and non-profit institutions) shall adhere to the federal Office of Management and Budget (OMB) Super Circular 2 CFR 200.501 and 45 CFR 75.501. A sub-awardee who expends $750,000 or more in federal awards during a given fiscal year shall have a single or program-specific audit for that year in accordance with the provisions of OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501. d. Modifications:This agreement may not be modified or amended, nor may any term or provision be waived or discharged, including this particular Paragraph, except in writing, signed upon by both parties. 1. Examples of items requiring Health Care Authority prior written approval include, but are not limited to, the following: i. Deviations from the budget and Project plan. ii. Change in scope or objective of the agreement. iii. Change in a key person specified in the agreement. iv. The absence for more than three months or a 25% reduction in time by the Project Manager/Director. v. Need for additional funding. vi. Inclusion of costs that require prior approvals as outlined in the appropriate cost principles. vii. Any changes in budget line item(s) of greater than twenty percent (20%) of the total budget in this agreement. 2. No changes are to be implemented by the Sub-awardee until a written notice of approval is received from the Health Care Authority. e. Sub-Contracting: The sub-awardee shall not enter into a sub-contract for any of the work performed under this agreement without obtaining the prior written approval of the Health Care Authority. If sub-contractors are approved by the Health Care Authority, the subcontract, shall contain, at a minimum, sections of the Washington State Page 36 of 52 K3791 Health Care Authority Attachment 2 39 agreement pertaining to Debarred and Suspended Vendors, Lobbying certification, Audit requirements, and/or any other project Federal, state, and local requirements. f. Condition for Receipt of Health Care Authority Funds: Funds provided by Health Care Authority to the sub- awardee under this agreement may not be used by the sub-awardee as a match or cost-sharing provision to secure other federal monies without prior written approval by the Health Care Authority. g. Unallowable Costs:The sub-awardees' expenditures shall be subject to reduction for amounts included in any invoice or prior payment made which determined by HCA not to constitute allowable costs on the basis of audits, reviews, or monitoring of this agreement. h. Citizenship/Alien Verification/Determination:The Personal Responsibility and Work Opportunity Reconciliation Act (PRWORA) of 1996 (PL 104-193) states that federal public benefits should be made available only to U.S. citizens and qualified aliens. Entities that offer a service defined as a "federal public benefit" must make a citizenship/qualified alien determination/verification of applicants at the time of application as part of the eligibility criteria. Non-US citizens and unqualified aliens are not eligible to receive the services. PL 104-193 also includes specific reporting requirements. i. Federal Compliance: The sub-awardee shall comply with all applicable State and Federal statutes, laws, rules, and regulations in the performance of this agreement, whether included specifically in this agreement or not. j. Civil Rights and Non-Discrimination Obligations During the performance of this agreement, the Contractor shall comply with all current and future federal statutes relating to nondiscrimination. These include but are not limited to: Title VI of the Civil Rights Act of 1964 (PL 88-352), Title IX of the Education Amendments of 1972 (20 U.S.C. §§ 1681-1683 and 1685-1686), section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794), the Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107), the Drug Abuse Office and Treatment Act of 1972 (PL 92-255), the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), §§523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§290dd-3 and 290ee-3), Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), and the Americans with Disability Act (42 U.S.C., Section 12101 et seq.) http://www.hhs.gov/ocr/civilrights HCA Federal Compliance Contact Information Federal Grants and Budget Specialist Health Care Policy Washington State Health Care Authority Post Office Box 42710 Olympia, Washington 98504-2710 II. CIRCULARS `COMPLIANCE MATRIX' -The following compliance matrix identifies the OMB Circulars that contain the requirements which govern expenditure of federal funds. These requirements apply to the Washington State Health Care Authority (HCA), as the primary recipient of federal funds and then follow the funds to the sub-awardee, City of Yakima. The federal Circulars which provide the applicable administrative requirements, cost principles and audit requirements are identified by sub-awardee organization type. III. OMB CIRCULAR ENTITY TYPE ADMINISTRATIVE COST AUDIT REQUIREMENTS REQUIREMENTS PRINCIPLES State. Local and Indian Tribal OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501 Governments and Governmental Hospitals Non-Profit Organizations and Non-Profit Hospitals Washington State Page 37 of 52 K3791 Health Care Authority Attachment 2 40 Colleges or Universities and Affiliated Hospitals For-Profit Organizations Washington State Page 38 of 52 K3791 Health Care Authority Attachment 2 41 Definitions: "Sub-recipient";means the legal entity to which a sub-award is made and which is accountable to the State for the use of the funds provided in carrying out a portion of the State's programmatic effort under a sponsored project The term may include institutions of higher education, for-profit corporations or non-U.S. Based entities. "Sub-award and Sub-grant" are used interchangeably and mean a lower tier award of financial support from a prime awardee (e.g.,Washington State Health Care Authority) to a Sub-recipient for the performance of a substantive portion of the program. These requirements do not apply to the procurement of goods and services for the benefit of the Washington State Health Care Authority. IV. STANDARD FEDERAL CERTIFICATIONS AND ASSURANCES - Following are the Assurances, Certifications, and Special Conditions that apply to all federally funded (in whole or in part) agreements administered by the Washington State Health Care Authority. CERTIFICATIONS 1. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION The undersigned (authorized official signing for the contracting organization) certifies to the best of his or her knowledge and belief, that the contractor, defined as the primary participant in accordance with 45 CFR Part 76, and its principals: a) are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency; b) have not within a 3-year period preceding this contract 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; c) are not presently indicted or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (b) of this certification; and d) have not within a 3-year period preceding this contract had one or more public transactions (Federal, State, or local) terminated for cause or default. Should the contractor not be able to provide this certification, an explanation as to why should be placed after the assurances page in the contract. The contractor agrees by signing this contract that it will include, without modification, the clause titled "Certification Regarding Debarment, Suspension, In eligibility, and Voluntary Exclusion--Lower Tier Covered Transactions" in all lower tier covered transactions (i.e., transactions with sub-grantees and/or contractors) and in all solicitations for lower tier covered transactions in accordance with 45 CFR Part 76. 2. CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS The undersigned (authorized official signing for the contracting organization) certifies that the contractor will, or will continue to, provide a drug-free workplace in accordance with 45 CFR Part 76 by: a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the grantee's workplace and specifying the actions that will be taken against employees for violation of such prohibition; Washington State Page 39 of 52 K3791 Health Care Authority Attachment 2 42 b) Establishing an ongoing 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) Any available 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; c) 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 (a) above; d) Notifying the employee in the statement required by paragraph (a), above, that, as a condition of employment under the contract, the employee will— (1) Abide by the terms of the statement; and (2) Notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five calendar days after such conviction; e) Notifying the agency in writing within ten calendar days after receiving notice under paragraph (d)(2) from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, including position title, to every contract 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 grant; f) Taking one of the following actions, within 30 calendar days of receiving notice under paragraph (d) (2), with respect to any employee who is so convicted— (1) 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 (2) 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; g) Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (a), (b), (c), (d), (e), and (f). For purposes of paragraph(e) regarding agency notification of criminal drug convictions, Authority has designated the following central point for receipt of such notices: Legal Services Manager WA State Health Care Authority PO Box 42700 Olympia, WA 98504-2700 3. CERTIFICATION REGARDING LOBBYING Title 31, United States Code, Section 1352, entitled "Limitation on use of appropriated funds to influence certain Federal contracting and financial transactions," generally prohibits recipients of Federal grants and cooperative agreements from using Federal (appropriated) funds for lobbying the Executive or Legislative Branches of the Federal Government in connection with a SPECIFIC grant or cooperative agreement. Section 1352 also requires that each person who requests or receives a Federal grant or cooperative agreement must disclose lobbying undertaken with non-Federal (nonappropriated) funds. These requirements apply to grants and cooperative agreements EXCEEDING $100,000 in total costs (45 CFR Part 93). The undersigned (authorized official signing for the contracting organization) certifies, to the best of his or her knowledge and belief, that: (1) 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 Washington State Page 40 of 52 K3791 Health Care Authority Attachment 2 43 Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federally 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 contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. (If needed, Standard Form-LLL, "Disclosure of Lobbying Activities," its instructions, and continuation sheet are included at the end of this application form.) (3) The undersigned shall require that the language of this certification be included in the award documents for all subcontracts at all tiers (including subcontracts, subcontracts, and contracts under grants, loans and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than$100,000 for each such failure. 4. CERTIFICATION REGARDING PROGRAM FRAUD CIVIL REMEDIES ACT(PFCRA) The undersigned (authorized official signing for the contracting organization) certifies that the statements herein are true, complete, and accurate to the best of his or her knowledge, and that he or she is aware that any false, fictitious, or fraudulent statements or claims may subject him or her to criminal, civil, or administrative penalties. The undersigned agrees that the contracting organization will comply with the Public Health Service terms and conditions of award if a contract is awarded. 5. CERTIFICATION REGARDING ENVIRONMENTAL TOBACCO SMOKE Public Law 103-227, also known as the Pro-Children Act of 1994 (Act), requires that smoking not be permitted in any portion of any indoor facility owned or leased or contracted for by an entity and used routinely or regularly for the provision of health, day care, early childhood development services, education or library services to children under the age of 18, if the services are funded by Federal programs either directly or through State or local governments, by Federal grant, contract, loan, or loan guarantee. The law also applies to children's services that are provided in indoor facilities that are constructed, operated, or maintained with such Federal funds. The law does not apply to children's services provided in private residence, portions of facilities used for inpatient drug or alcohol treatment, service providers whose sole source of applicable Federal funds is Medicare or Medicaid, or facilities where WIC coupons are redeemed. Failure to comply with the provisions of the law may result in the imposition of a civil monetary penalty of up to $1,000 for each violation and/or the imposition of an administrative compliance order on the responsible entity. By signing the certification, the undersigned certifies that the contracting organization will comply with the requirements of the Act and will not allow smoking within any portion of any indoor facility used for the provision of services for children as defined by the Act. The contracting organization agrees that it will require that the language of this certification be included in any subcontracts which contain provisions for children's services and that all sub-recipients shall certify accordingly. The Public Health Services strongly encourages all recipients to provide a smoke-free workplace and promote the non-use of tobacco products. This is consistent with the PHS mission to protect and advance the physical and mental health of the American people. Washington State Page 41 of 52 K3791 Health Care Authority Attachment 2 44 6. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS INSTRUCTIONS FOR CERTIFICATION 1) By signing and submitting this proposal, the prospective contractor is providing the certification set out below. 2) The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. The prospective contractor shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective contractor to furnish a certification or an explanation shall disqualify such person from participation in this transaction. 3) The certification in this clause is a material representation of fact upon which reliance was placed when the department or agency determined to enter into this transaction. If it is later determined that the prospective contractor knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause of default. 4) The prospective contractor shall provide immediate written notice to the department or agency to whom this contract is submitted if at any time the prospective contractor learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 5) The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may contact the person to whom this contract is submitted for assistance in obtaining a copy of those regulations. 6) The prospective contractor agrees by submitting this contract that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by Authority. 7) The prospective contractor further agrees by submitting this contract that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-- Lower Tier Covered Transaction," provided by HHS, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 8) A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Non-procurement List (of excluded parties). 9) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 10) Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, Authority may terminate this transaction for cause or default. 7. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS-- PRIMARY COVERED TRANSACTIONS 1) The prospective contractor certifies to the best of its knowledge and belief, that it and its principals: a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; b) Have not within a three-year period preceding this contract 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; Washington State Page 42 of 52 K3791 Health Care Authority Attachment 2 45 c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local)with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and d) Have not within a three-year period preceding this contract had one or more public transactions (Federal, State or local) terminated for cause or default. 2) Where the prospective contractor is unable to certify to any of the statements in this certification, such prospective contractor shall attach an explanation to this proposal. CONTRACTOR SIGNATURE REQUIRED SIGNATURE OF AUTHORIZED CERTIFYING TITLE OFFICIAL Please also print or type name: ORGANIZATION NAME: (if applicable) DATE Washington State Page 43 of 52 K3791 Health Care Authority Attachment 2 46 Attachment 3 Federal Funding Accountability and Transparency Act (FFATA) Data Collection Form This Contract is supported by federal funds that require compliance with the Federal Funding Accountability and Transparency Act (FFATA or the Transparency Act). The purpose of the Transparency Act is to make information available online so the public can see how federal funds are spent. To comply with the act and be eligible to enter into this contract, your organization must have a Data Universal Numbering System (DUNS®) number. A DUNS®number provides a method to verify data about your organization. If you do not already have one, you may receive a DUNS® number free of charge by contacting Dun and Bradstreet at\ANN/dnb.com. Required Information about your organization and this contract will be made available on USASpending.gov by the Washington State Health Care Authority (HCA) as required by P.L. 109-282. As a tool to provide the information, HCA encourages registration with the Central Contractor Registry (CCR) because less data entry and re-entry is required by both HCA and your organization. You may register with CCR on-line at https://www uscontractorregistration.corn/. Contractor must complete this form and return it to the Health Care Authority(HCA). CONTRACTOR 1. Legal Name 2. DUNS Number City of Yakima 0782126510000 3. Principle Place of Performance 129 North 2nd Street 3a. City 3b. State Yakima WA 3c. Zip+4 3d. Country 98901-2613 USA 4. Are you registered in CCR (https://www.uscontractorreaistration.com/)? EYES (skip to page 2. Sign, date and return) ENO 5. In the preceding fiscal year did your organization: a. Receive 80% or more of annual gross revenue from federal contracts, subcontracts, grants, loans, subgrants, and/or cooperative agreements; and b. $25,000,000 or more in annual gross revenues from federal contracts, subcontracts, grants, loans, subgrants, and/or cooperative agreements; and c. The public does not have access to information about the compensation of the executives through periodic reports filled with the IRS or the Security and Exchange Commission per 2 CFR Part 170.330 ❑ NO (skip the remainder of this section - Sign, date and return) ❑ YES (You must report the names and total compensation of the top 5 highly compensated officials of your organization). Name Of Official Total Compensation 1. 2. 3. 4. 5. Washington State Page 44 of 52 K3791 Health Care Authority Attachment 2 47 Note: "Total compensation" means the cash and noncash dollar value earned by the executive during the sub- recipient's past fiscal year of the following (for more information see 17 CFR 229.402 (c)(2)). By signing this document,the Contractor Authorized Representative attests to the information. Signature of Contractor Authorized Representative Date HCA will not endorse the Contractor's subaward until this form is completed and returned. FOR HEALTH CARE AUTHORITY USE ONLY HCA Contract Number: K3791 Sub-award Project Description (see instructions and examples below) Instructions for Sub-award Project Description: In the first line of the description provide a title for the sub-award that captures the main purpose of the subrecipients work. Then, indicate the name of the subrecipient and provide a brief description that captures the overall purpose of the sub-award, how the funds will be used, and what will be accomplished. Example of a Sub-award Project Description: Increase Healthy Behaviors: Educational Services District XYZ will provide training and technical assistance to chemical dependency centers to assist the centers to integrate tobacco use into their existing addiction treatment programs. Funds will also be used to assist centers in creating tobacco free treatment environments. Washington State Page 45 of 52 K3791 Health Care Authority Attachment 2 48 Schedule A Statement of Work 1. Purpose. The Contractor shall implement the Washington State Healthy Transitions Project (HTP), funded by the SAMHSA Healthy Transitions: Improving Life Trajectories for Youth and Young Adults with Serious Mental Disorders Program (FOA#SM-19-001). 2. DUNS Number. The Contractor's DUNS Number is: 0782126510000. The Zip Code +4 is: 98901-2613. 3. Performance Statement of Work. The Contractor, through a subcontract with Comprehensive Healthcare, shall provide the services and staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth below: a) Contractor must provide low-barrier access to HTP services for transition-age youth ages 16-25 experiencing SED/SMI; and b) The Services are to include: a) Behavioral Health Services; b) Physical Health Services; c) Independent Living Skills; and d) Community-Based Recovery Support 4. Marketing and Outreach. Adhering to the Promotora de Salud (Health Promotor Model) the contractor will conduct outreach and partner with local groups that are culturally diverse, including (but not limited to) businesses, family/youth-run organizations, and faith-based organizations to identify and engage youth and young adults experiencing SED/SMI to in an effort to increase the number of TAY that receive appropriate services. The Contractor will develop a community presence, Washington State Page 46 of 52 K3791 Health Care Authority Attachment 2 49 build relationships in non-traditional settings, facilitate increased screening and detection of SED/SMI, and serve as a bridge to behavioral health services and other community-based recovery support services. 5. Independent Living Skills Development. The Contractor will increase the number of TAY individuals experiencing SED/SMI that are engaged in meaningful employment, education, civic and community engagement activities, and fulfilling relationships. The Contractor will offer/coordinate life skill building activities such as financial literacy/planning, basic home maintenance, job readiness, etc. 6. Peer Support/Navigation. The Contractor will ensure that TAY engaged in the Healthy Transitions Project have access to peer support/navigators with the specific intention to: assist an individual or family in identifying and accessing services and activities that promote recovery, assist individual and families in developing their own goals, model skills in recovery and self-management, and serve as an advocate. 7. Supported Employment/Supported Housing. The Contractor shall contract with Comprehensive Healthcare (an 1115 Medicaid Transformation third party administrator) that is a comprehensive, dually licensed behavioral health agency with the specific intention of leveraging supported housing and supported employment services for transition-age youth. Supported employment services will be implemented to fidelity based on the Supported Employment IPS-25 tool. It is also anticipated that consumers served by this project may be eligible for some services through the Washington State Division of Vocational Rehabilitation. 8. Recovery Support Services (RSS). The Contractor shall provide or purchase Recovery Support Services on an as-needed basis and shall be based on the following: Washington State Page 47 of 52 K3791 Health Care Authority Attachment 2 50 1. Recovery Support Services shall not be purchased using funds allocated to this Contract if they can otherwise be purchased using State or Medicaid funds. 2. Recovery Support Services funds shall not be utilized for rent/mortgage payments. 3. Recovery Support Services shall be identified on, and linked to the individual's Recovery Plan. 4. Documentation of Recovery Support Service purchases shall be kept in the individual's client record and include purchase receipts. 5. All Recovery Support Services purchases shall be tracked using the Recovery Support Services Purchase Log. 9. Cross-System Collaboration. The Contractor shall coordinate with local cross-system partners to build a resource network and improve existing youth services. The Contractor shall convene with the area's Regional Service Area FYSPRT, local child/youth-serving agencies, health and social service representative(s) from county government, local school districts, families, and youth to participate in a 12-month Learning Laboratory. The purpose of the Learning Laboratory shall be: a. To identify community strengths and areas of improvement b. To develop a Youth/TAY Recovery Oriented System of Care (ROSC) c. The Learning Laboratory shall consist of a minimum of 4 quarterly sessions hosted through webinars, teleconferences or in-person. d. The Contractor shall facilitate linkage with local cross-system partners, but will not be required to organize, host or plan the quarterly sessions. e. Specific work goals for the Learning Laboratory shall be defined during individual sessions. 10. Advisory Council. The Contractor shall continue on-going collaboration with the Regional Service Area FYSPRT for the duration of this Contract to obtain feedback about the project goals, process, outcomes and ways to improve project activities. Washington State Page 48 of 52 K3791 Health Care Authority Attachment 2 51 11. Required Training and Workshops. The Contractor shall ensure that all project staff complete SAMHSA-sponsored GPRA training by May 1, 2019 and notify DBHR via email when training is complete. The Contractor shall ensure that a minimum of two project staff participate in yearly technical assistance workshops. The Contractor shall ensure that project staff participate in other trainings as required for the duration of this project. 12. Performance Goals. a) Engagement. The Contractor shall achieve the following (unduplicated) client engagement goals in year one of the project: i. The contractor shall accept new clients in to the program and begin implementing HTP services required in this contract no later than May 1, 2019. ii. The contractor shall ensure that a minimum of 75 TAY outreach and engagement contacts are made. iii. The contractor shall ensure that a minimum of 40 TAY are engaged in community- based interventions. iv. The contractor shall ensure that a minimum of 40 TAY have accessed behavioral health treatment as a result of their participation in the HTP. b) NOMS Interviews: The Contractor shall achieve the following GPRA/NOMS interview goals: Baseline Assessment NOMS Interviews: 100% of HTP participants shall receive initial NOMS interviews at the time of enrollment in to HTP services. Baseline assessments shall be completed within 7 calendar days of the consumer entering treatment. Washington State Page 49 of 52 K3791 Health Care Authority Attachment 2 52 ii. Follow-up/Reassessment NOMS Interviews: A minimum of 80% of HTP participants shall receive follow-up NOMS interviews every 6-months. The timeframe for completing follow-up interviews is 30 calendar days before and 30 calendar days after the 6-month anniversary of the baseline assessment interview and every 6-months thereafter if still enrolled in HTP services. Clinical Discharge Interviews: 100% of HTP participants shall receive final/discharge interviews on the day of discharge from the program. iv. All data shall be entered in to SPARS within 30 days of completing the interview. c) Failure of follow-up: If the Contractor's on-time rate for follow-up NOMS interviews falls below 80% for three consecutive months, HCA shall take the following action against Contractor: HCA shall impose a 10% reduction in the payment to Contractor for services; ii. HCA shall impose a 10% reduction in payment to Contractor and this reduction shall remain in effect for each successive month until the on-time rate for GPRA interviews reaches the minimum requirement of 80%; The 10% reduction shall be removed in the month following a return to the on- time 80% rate. The SAMHSA Performance Accountability and Reporting System (SPARS) website shall be the data source used to confirm the Contractor's compliance rate for initial, follow-up, and final GPRA/NOMS interviews. 13. Reporting Requirement. a) Client Master List. The contractor shall submit an updated Client Master List showing all current and previous program participants no later than the 15th day after the close of each calendar month. b) Recovery Support Services Purchase Log. The contractor shall submit an updated and itemized Recovery Support Services Purchase Log showing all current and previous recovery support services purchases no later than the 15th day after the close of each calendar month. c) Program Activities Report. The contractor shall submit a monthly activities report no later than the 15th day after the close of each calendar month. Washington State Page 50 of 52 K3791 Health Care Authority Attachment 2 53 14. Consideration. a) Total consideration payable to the Contractor for satisfactory completion of the work under this Statement of Work shall not exceed $299,988.00, including any and all expenses, and shall be based on the following: 1. Personnel a. A maximum of$77,388 shall be billed for Youth/Young Adult Coordinator/Promotor 2. Direct Service a. A maximum of$100,000 shall be billed for Mental Health Services b. A maximum of$30,000 shall be billed for Health Services c. A maximum of$50,000 shall be billed for Independent Living Skills and Community-Based Recovery Supports d. A maximum of$10,000 shall be billed for Travel (including 1 FTE to grantee meeting) e. A maximum of$2,600 shall be billed for Supplies (phone, laptop, general office supplies) 3. Indirect a. A maximum of$30,000 shall be billed for Administrative Support (billed at 10% of monthly expenditures) b) These funds are for goods and services provided during the period of May 1, 2019 through September 29, 2019. 1. Carryover of unspent funds beyond September 29, 2019 requires prior written approval from HCA and shall only be paid under a signed Amendment to this SOW as required under Section 4 of th Contract. 2. Any approved carryover funds shall be spent by September 29, 2020. c) Additional funds that may be needed for goods and services provided after September 29, 2019 shall be added through written amendment agreed upon by both parties. d) The source of funds is the Substance Abuse and Mental Health Services Administration (SAMHSA), Center for Mental Health Services (CMHS) the Health Transitions Project, Grant#7H79SM082187-01. The CFDA# is 93.243. Washington State Page 51 of 52 K3791 Health Care Authority Attachment 2 54 e) For the purpose of this Contract, HCA shall be the payer of last resort for all services rendered by the Contractor. The Contractor shall first bill Medicaid, Medicare, and third party insurance for services provided. f) The Contractor must comply with all requirements of the Federal Funding Accountability and Transparency Act (FFATA Public Law 109-282) implemented on October 1, 2010 for contracts over $25,000. 1. The Contractor must provide their Data Universal Number System number (DUNS number) for this agreement and be registered with Central Contractor Registration (CCR). 2. If the DUNS number changes, the Contractor must immediately notify the HCA contact listed on Page 1 of this agreement and provide the correct DUNS number. Washington State Page 52 of 52 K3791 Health Care Authority Attachment 2