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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 6.K.
For Meeting of: February 4, 2020
ITEM TITLE: Resolution authorizing an amendment to Contract K3791 with
Health Care Authority for the Washington State Healthy Transitions
Project
SUBMITTED BY: Scott Schafer, Public Works Director- (509) 576-6411
SUMMARY EXPLANATION:
The City of Yakima (City)was awarded a federal Substance Abuse and Mental Health
Administration (SAMHSA)grant by Health Care Authority(HCA) in the amount of $299,988 per
year for five (5)years to establish a program to help individuals suffering from mental health and
other issues. The City has been working with Comprehensive Mental Health and ESD 105 to
develop a program and treatment plan for individuals. Contract K3791 between the City and
HCA was approved by City Council on August 20, 2019.
Due to delays at both the federal and state levels, HCA has amended Contract K3791 in order to
increase the funding, extend the term of contract and amend the Statement of Work. Funding
remains within the respective timeframes of Year 1 and Year 2. The amendment includes:
• The Total Maximum Contract Amount is increased from $299,988 to $600,395.
• The End Date of this Contract is extended from September 29, 2019 to September 29,
2020.
Contract K3791 and the proposed Amendment (K3791-01) has been provided for City Council
review.
ITEM BUDGETED: NA
STRATEGIC PRIORITY: Public Safety
APPROVED FOR SUBMITTAL BY THE CITY MANAGER
RECOMMENDATION:
Approve Resolution
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ATTACHMENTS:
Description Upload Date Type
D Resolution-HCA Contract Amendment 1i1612020 Resolution
D Amendment to HCA Contract 119120210 Contract
D Original HCA Contra [ 1/912020 Contract
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RESOLUTION NO. R-2020-
A RESOLUTION authorizing an amendment to Contract K3791 with Health Care
Authority for the Washington State Healthy Transitions Project.
WHEREAS, the City of Yakima was the recipient of a 5 year federal Substance
Abuse and Mental Health Services Administration (SAMHSA) grant for the Washington
State Healthy Transitions Project in 2019; and
WHEREAS, the City identified the Yakima School District, ESD 105 and
Comprehensive Mental Health as partners in developing a program to assist individuals
between the ages of 16-25 suffering from health related issues; and
WHEREAS, services provided include behavioral health services, physical health
services, independent living skills, peer support, and community-based recovery
support; and
WHEREAS, although the grant award was for a five year period, receipt of funds
each year requires individual annual contracts; and
WHEREAS, due to delays at both the federal and state levels, the Health Care
Authority has amended Contract K3791 (K3791 —01) in order to increase the funding,
extend the terms of the contract and amend the Statement of Work; and
WHEREAS, the Total Maximum Contract Amount has been increased from
$299,988.00 to $600,395.00 and the End Date of the Contract has been extended from
September 29, 2019 to September 29, 2020; 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 and directed to execute amendment No. 1 to
Contract K3791 with Health Care Authority for the Washington State Healthy Transitions
Project, attached hereto and incorporated herein by this reference, to provide behavioral
health services, physical health services, independent living skills, peer support and
community-based recovery support for individuals between the ages of 16-25.
ADOPTED BY THE CITY COUNCIL this 4'h day of February, 2020.
Patricia Byers, Mayor
ATTEST:
Sonya Clear Tee, City Clerk
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HCA Contract No.: K3791
Washington State CONTRACT Work Order No.: N/A
or h 1 rit AMENDMENT Amendment No.: 01
THIS AMENDMENT TO THE CONTRACT is between the Washington State Health Care Authority
and the party whose name appears below, and is effective as of the date set forth below.
CONTRACTOR NAME CONTRACTOR doing business as (DBA)
City of Yakima
CONTRACTOR ADDRESS WASHINGTON UNIFORM BUSINESS IDENTIFIER
129 North 2nd St (UBI)
Yakima, WA 98901
WHEREAS, HCA and Contractor previously entered into a Contract for the implementation of the
Washington State Healthy Transitions Project (HTP), funded by the SAMHSA Health Transitions:
Improving Life Trajectories for Youth and Young Adults with Serious Mental Disorders Program, and;
WHEREAS, HCA and Contractor wish to amend the Contract pursuant to Section 4.3 to increase the
funding, extend the term, and amend the Statement of Work;
NOW THEREFORE, the parties agree the Contract is amended as follows:
1. The Total Maximum Contract Amount is increased from $299,988.00 to $600,395.00.
2. The End Date of this Contract is extended from September 29, 2019 to September 29, 2020.
3. Schedule A, Statement of Work is amended as follows:
Section 12. Performance Goals, a)
The Contractor shall ensure that a minimum of 150 TAY outreach and engagement
contacts are made.
ii. The Contractor shall ensure that a minimum of 80 TAY are engaged in community-based
interventions.
iii. The Contractor shall ensure that a minimum of 80 TAY have accessed behavioral health
treatment as a result of their participation in the HTP.
Section 14. Consideration
a) Total consideration payable to the Contractor for satisfactory completion of the work under
this Statement of work shall not exceed $300,407.00, including any and all expenses, and
shall be based on the following:
1. Personnel
a. A maximum of$77, 388.00 shall be billed for 1 FTE Youth/Young Adult
Coordinator/Promotor
HCA Contract No. K3791-01 Page 1 of 2
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2. Direct Service
a. A maximum of$100,000.00 shall be billed for behavioral health services
b. A maximum of$30,000.00 shall be billed for health services
c. A maximum of$53,109.00 shall be billed for independent living skills and community-
based recovery support services
d. A maximum of$10,000.00 shall be billed for travel (including 1 FTE to grantee
meeting)
e. A maximum of$2,600.00 shall be billed for office supplies (office space, phone,
laptop, general office supplies)
3. Indirect
a. A maximum of$27,310.00 shall be billed for Administrative Support (billed at 10% of
monthly expenditures
b) These funds are for goods and services provided during the period f September 30, 2019
through September 29, 2020.
1. Carryover of unspent funds beyond September 29, 2020 requires prior written
approval from HCA and shall only be paid under a signed Amendment to this SOW
as required under Section 4 of this contract.
2. Any approved carryover funds shall be spent by September 29, 2021.
c) Additional funds that may be needed for goods and services provided after September 29,
2020 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 Healthy Transitions Project,
Grant#5H79SM082187-02. The CFDA# is 93.243.
4. This Amendment will be effective September 30, 2019 ("Effective Date").
5. All capitalized terms not otherwise defined herein have the meaning ascribed to them in the
Contract.
6. All other terms and conditions of the Contract remain unchanged and in full force and effect.
The parties signing below warrant that they have read and understand this Amendment and have
authority to execute the Amendment. This Amendment 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
Rachelle Amerine,Contracts Administrator
Division of Legal Services
HCA Contract No. K3791-01 Page 2 of 2
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. PROFESSIONAL SERVICES HCAContrau Number: K37 1
CONTRACT for '
Washington
fn �f��m Con�eobon«JendorOun�on Number
vvus//�n � uuuuc Client Services for the
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HealtKU������L~ ������� � ���^ ' Washington State Healthy
h/ Care � ���l/ i��| A��
^ Transitions Project— City of
Yakima
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THIS CONTRACT is made by and between Washington State Health Care Authority, (HCA) and The City of
`fakinno. (Contractor).
CONTRACTOR NAME CONTRACTOR DOING BUSINESS AS(OBA)
City ofYakima
CONTRACTOR ADDRESS | G/neot City State Zip Code
12A North 2"oStreet Yakima WA 98901
CONTRACTOR CONTACT CONTRACTOR TELEPHONE CONTRACTORE'M8E"AODREGG '
Cliff Moore, City Manager (500) 575-0040 C|iff.K800na@yakimawo.gov
. |n Contractor aSubecioiant under this Contract? CFDANUM8ER(S): FFATA Form Roouinod ~
[EYES E]NO 93.243 [EYES []NO
HC8PROGRAM HCADm|0ON/SECT|ON
Division of Behavioral Health OBHR/CYF
HCA CONTACT NAME ND TITLE HCA CONTACT ADDRESS
Jared Langton, MS, CDP. Healthy Transitions Program Director Health Care Authority
62G8th Avenue SE
Olympia, VVA085U4
HC8 CONTACT TELEPHONE MCA CONTACT E-MAIL ADDRESS
(368) 725'1580 JaradLang�on��huewognv '
� � � �
CONTRACT START DATE CONTRACT END DATE TOTAL MAXIMUM CONTRACT AMOUNT
May 1, 2019 8eptamber2Q. 2010 $299.988.00
PURPOSE OFCONTRACT:
The City of Yakima is being requested to assist in the implementation of the Washington State Healthy Transitions Project(HTP),funded by
moaAw*SA Healthy Transitions:Improving Life Trajectories for Youth and Young Adults with Serious Mental Disorders Program(FOA#am'
1o'oo11
The parties signing below warrant that they have read and understand this Contnact, 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
HCA6|GmoJURE -- ----- PRINTED NAME AND TITLE DATE SIGNED
Annette Sohuffenhauor. Chief Legal Officer
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novn/6/zn1e
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TABLE OF CONTENTS
1. STATEMENT OF WORK(SOW) ....... 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
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 ................................
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
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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...................................
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
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Contract �������
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for Implementation of the Washington State Healthy
Transitions Project
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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 /HTP1, funded by the 8AW1HSA Healthy Transitions:
Improving Life Trajectories forYouth and Young Adults with Serious Mental Disorders Program
(F[)A#SyN-19-0O1) in accordance with the Statement of Work (SOW) outlined in Schedule A �
Attached.
�
IN C(]hJS|C)ERAT|C}N of the mutual pnmnnieoo mo set forth in this Cnntract, the parties agree as
foUmvve:
1. STATEMENT OF WORK (SOW)
The Contractor will provide the aen/ioee and staff as described in Schedule A: Statement of
2. DEFINITIONS
"Authorized Representative" rnnmne a person to vvhonn signature authority has been
delegated in writing acting within the limits mf his/her authority.
"Breach" means the unauthorized aoquieiUon, oocmao, use, or disclosure of Confidential
Information that cmrnprnnn|seo the oeourib/, oonfident|m||ty, 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 dioo|oouna of protected health information (PHI). Any nofananoo to
Business Associate in this OSA includes Business Associate's ennp|oyeee, agents, officers,
8ubnontrmctore, third party oontrootora, volunteers, or directors.
"Business Days and Homny" nnmonm Monday through Friday. 8:00 a.m. to 5:00 p.m.. Pacific
Time, except for holidays observed bv the state of Washington.
Washington State 4 Description nfServices
Health Care Authority HCA Contract#K3781
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"Centers for Medicare and Medicaid Services" or"CM8S" 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 ououmoaor. amended, or replacement regulation. The <�F[�
nnmybe accessed @th# -bin broxwGe,.
_
"Confidential Information" nnmanm information that may be exempt from disclosure to the
public or other unauthorized persons under ohaotor42.50 RCVV or chapter 70.02 RCVV or other
state or federal statutes or regulations. Confidential Information ino|udes, but is not |irnibad to,
any information identifiable to an individual that relates to o natural pereon'e health, (see also
Protected Health Information); financeo, eduooUun, buoineoe, use or receipt of governmental �
eepvi000, nannee, addresses, telephone numbers, social security numbers, driver license �
nunnberm, financial profi|ao, credit card nurnbero, financial identifiers and any other identifying
numbers, law enforcement n*condo. HCA source code or object code. or HCA or State security
� information. �
"Contract" means this Contract document and all mohedu|ao, mmhibite, attachments,
incorporated documents and amendments.
"Contractor" nnmana the City of Yakima, its employees and agents. Contractor includes any
firnn, providar, nrganization, individual or other entity performing aen/ioee under this Contract. It �
also includes any Subcontractor retained by Contractor as permitted under the terms of this
Contract.
"Covered emtity" means health p|on, o health cane clearinghouse oro health oana provider
who transmits any health information in electronic form to carry out financial or administrative
activities related to health oa,e, as defined in 45C}FR 180.102L
"Data" nnemno information produced, furniehed, ocquirad, 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 toby the parties; or, if not nV specified, the date mf the last signature ofo
party tothis Contract.
"HCA Contract Manager" means the individual identified mn the cover page of this Contract
who will provide oversight of the Contractor's activities conducted under this Contract.
"Health Cana 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 mxcaae of that to which the
Contractor is entitled by |mvv, rule, or this Contrmot, including amounts in dispute.
Washington State 5 Description ofServices
Health Care Authority HCA Contract#K3781
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"Proprietary Information" means information owned by Contractor to which Contractor claims
_ a protmctab|e interest under law. Proprietary Information ino|udee, but is not |innibsd to,
information protected by oopyright, pmtent, tnadannarh, or trade secret laws.
"Protected Health Information" or "PHI" means individually identifiable information that
relates to the provision of health oana to an individual; the pamt, prmeent, or future physical or
mental health or condition of an individual; or past, pneoent, or future payment for provision of
health care to an individua|, as defined in45 CFF{ 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 individua|, and includes demographic information. PHI is
information transmitted, nnaintaingd, or stored in any form or medium. 45CFR 164.501. PHI
does not include education records covered by the Family Educational Rights and Privacy Act,
ma amended, 3OUGC1232Q(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. PgrtingntRCVV
chapharaoonbeacoe88edat 'q .
"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 in Schedule Ahereto.
"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 HHS; or 2 C.F.R. 200.93, or any
successor orreplacement tn such definition, for any other federal award.
^^LJSC," means the United States Code. All references in this Contract to U8C chapters or
sections will include any successor, amended, or replacement statute. The UGC may be
accessed othft��/�
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"WAC" means the Washington Administrative Code. All references to WAC chapters or
sections will include any eu�oaeeor. �rnmnded, or replacement regulation. Pe�inentVVA<�o may°
be accessed at:
3. SPECIAL TERMS AND CONDITIONS
Definitions. '
The words and phrases listed belmw, as used in this Contraut, 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 V Description ofServices
Health Care Authority HCA Contract#K3781
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b) "Cultural Competence" means a set of congruent behaviors, attitudes, and policies
that come together in a oyotem, 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, oonnnnunioadone, aotionn, ouctonlo, be|iafe, va|umn,
and institutions of racial, sthn|c, religious, or social groups. 'Competence' implies having
the capacity tmfunction effectively aoan individual in an organization within the context
of the cultural be|iefo, behovioro, and needs presented by consumers and their
communities.
o) "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 Systemm" means unique identified for
businesses. DUNS numbers are assigned and maintained by Dun and Bnadetrect ([]&B) '
� and are used fora variety of purposes, including applying for government contracting
opportunities.
e} "FTE" means Full Time Equivalent
0 "FYSPRT" means Family Youth System Partner Roundtab|anwhich 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 thm ^HgmUthy Transitions Project'
i) "|PS" or "Individual Placement and Support" means an enhanced version of
SAyNH8A'o Supported Employment Evidence-Based Practices Kit.
j) ^^NOMS" or "National Outcomes Measures Tool" means the information gathered
using avveb-boamd reporting system called 0AK8HSA'e Performance Accountability and
Reporting 8yotgnn (SPARS). NC)yWS data will be collected and reporting in to the
SPARS nyotmnn at baseline (i.e., the client's entry into the project), 6-month |nben/e|m post
basm|inm, and at discharge.
k) "FRSS" or "Recovery Support Services" nnemne a brood range of community supports
and social een/icma to help individuals remain engaged in treatment and/or the recovery
process.
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|) "SAMHSA' means the U.S. Department ofHealth and Human 8an/iceo, Substance
Abuse and &1onto| Health Services Administration.
Washington State 7 Description ofServices
Health Care Authority HCA Cuntract#K3791
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mA "SE" or "Support Employment" means services that help individuals overcome
barriers hmemployment. SAyWHSA Evidence-Based Practice Supported Employment is �
also known as Individual Placement Support UPS\.
n\ "SED/SNU|" or "Serious Emotional Disturbance/Serious Mental Illness": 8AK8HSA �
has clarified the definitions ofSEC> and GW1|: Children with SEO refers to persons from
birth to age 18 and adults with 8yVI| refers to persons age 18and over: (1)vvhp currently
meets or at any time during the past year has met criteria for a mental disorder—
including within developmental and cultural omntexde— nnopeoifiedvvithin a recognized
'
diagnostic classification eye1ann (e.g. most recent editions ofDSK8. |CO, etc.), and (2)
who displays functional innpairmnent, as determined bvastandardized measure, which
impedes progress towards recovery and substantially interferes with or limits the
- person'o role or functioning in fonni|y, school, employment, na|obonehipe or community
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activities.
oA "SH" or"Supported Housing" means services that help individuals get and keep �
community housing.
p) "TAY" or"Tnmmsitiom-AgeYouth" means young people between the ages of16and
� 25
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3.1 PERFORMANCE EXPECTATIONS
Expected performance under this Contract |no|udaa, but is not |innibyd to. the following:
3.1.1 Knowledge of applicable state and federal laws and regulations pertaining tosubject
of contract;
.
' 3.1.2 Use ofprofessional judgment;
3.1.3 Collaboration with HCA staff in Contractor's conduct of the services;
3.1.4 Conformance with HCAdinact|one regarding the delivery of the services;
3.1.5 Timely, accurate and informed communications;
3.1.6 Regular completion and updating of project p|ano. raporta. dmcunmentmUonond
communications;
3.17 Regular, punctual attendance mt all meetings; and
3.1.8 Provision of high quality services.
Washington State O Description nfServices
Health Care Authority HCA Contract#K3791
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Prior to payment of invoioeo. HCAviU 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 TEFK&N
3.2.1 The initial term of the Contract will commence on May 1. 2U19or date oflast
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 Septennbmr20. 2034.
Avxritten roqumata-nnai|ed to the tothe HCA Project Director(Contract Manager)
must be received SO days prior to project anddaba. A written request for ano-cost
extension is not o 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 oo|m risk of the Contractor. HCAvvi|| 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: 8&y&nnnent of Work ie outlined into the indixuda| Statement ofWork
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 (CF[)A) Number: 93.243 GAyNHSA:
Center for Mental Health Services 7HT08K8082187-01 The Healthy Transitions
Project: Improving Life Trajectories forYmuth and Young Aud|tewith Serious
Mental Disorders. Contractor agrees to comply with applicable rules and regulations
associated with these federal funds and has signed Attachment 3: 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: - a/wa.qov. Include the HCA Contract
number in the subject line of the email.
Washington State 8 lDescription ofServices
Health Cane Authority HCA Cnntnoct#K37B1
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3/4.2 Invoices must describe and document to HCA's satisfaction a description of the
vvodv oerfornled, the progress of the project, and fees. If expenses any invoiced,
invoices must provide o 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 tmpayment.
3.4.3 Contractor must submit properly itemized invoices to include the following
infornnadon, as applicable:
3.4.3.1 HCA Contract number K3791�
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3.4.3.2 Contractor name, addreaa, phone number;
3.4.3.3 Description of Services;
3.4.34 Date(s) of delivery;
3.4.3.5 Net invoice price for each item;
3.4.3.6 Applicable taxes;
3.4.37 Total invoice price; and
� 3,4.3`8 Paymentterms and any available prompt payment discount.
� 3.4.4 HCAwiU return incorrect or incomplete invoices to the Contractor for correction and
reissue. The Contract Number must appear on all invoimaa, bills of lading,
poohogeo, and correspondence relating to this Contract.
3.4.5 |n order to receive payment for services or products provided to a state agency,
Contractor must register with the Statewide Payee Desk at htt0s://ofm-,.,,�_qov/it-
systemme/statewide~uend cesyneceiwlnq~payment-Gta&e, 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 tothe address Contractor designated in its registration.
3.4.0 Upon expiration of the Contrmct, any o|m|nnm for payment for costs due and payable
under this Contract that are incurred prior to the expiration date must besubmitted
Uy the Contractor toHCA within sixty (O0) calendar days after the Contract
expiration date. HCAio under no obligation to pay any claims that are submitted
sixty-one (61) or more calendar days after the Contract expiration date ("Belated
C|oinno''). FICA will pay Belated Claims at its sole discretion, and any such potential
payment io contingent upon the availability offunds.
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
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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 Health Care Authority
Contract Manager Information Contract Manager Information
Name: Cliff Moore j Name: Jared Langton
Healthy Transitions Program
Title: City Manager Title: Director
129 North 2nd Street 626 8'h 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.
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1* �
3.7 LEGAL NOTICES
Any notice or demand or other communication required or permitted to be given under this ]
Contract or applicable law imeffective 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 |
oen/|cm, or deposited with the United States Postal Service as first-class nnmi|. postage '
| prepaid certified mail, return receipt requested, to the parties at the addresses provided in
'
�
this section.
3.7.1 In the omoe of notice tothe Contractor:
Attention: Cliff Moore, City Manager
City of Yakima
128 North 2n« Street
Yakima, WA 98901
3.7.2 In the case mf notice to HCA:
Attention: Contracts Administrator �
Health Care Authority �
� Division of Legal Services
Post Office Box 42702
Olympia, WA �8�O4-27�2
�
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 bvwritten
notice ofthe change given am provided above.
3.8 INCORPORATION OF DOCUMENTS AND ORDER OF PRECEDENCE
Each of the documents listed below ie bv 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 maQu|mt|ono;
3.8.3 Recitals
3.8.3 Special Terms and Conditions;
3.8.4 General Terms and Cmndibono�
.
3i8.5 Attachment 1: Confidential Information Security Requirements;
3.8.6 Attachrnent2: Federal Compliance, Certifications and Assurances;
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3.8.7 Attachment 3: Federal Funding Accountability and Transparency Act Data
Collection Form;
3.8.8 Schedule A: Statement(s) ofVVodx�. 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 ao set out in this section. The intent ofthe
required insurance is to protect the State should there be any c|oinno, ouito, octionn, 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 im maintained in full force and
effect during the term mfthis Contract, aafollows: �
�
3.9.1 Connnnmrc|a| General Liability Insurance Policy- Provide o Commercial General �
Liability Insurance Po|ioy, including contractual liability, in adequate quantity to
protect against legal liability arising out of contract activity but no less than �
$1 million per oocunenoe/$2 million general aggregate. Additionally, Contractor io
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 oan/iooe delivered pursuant to this
Contract involve the use of vehicles, either owned, hinad, or non-owned by the
Contractor, automobile liability insurance is required covering the risks ofbodily
injury (including death) and property dmnnage, including coverage for contractual
liability. The nnin|nnunn limit for automobile liability is $1.000.000 per mcounenom,
using o Combined Single Limit for bodily injury and property damage.
3.9.3 Professional Liability Errors and C)nnissione— Provide a policy with coverage ofnot
less than $1 million per claim and $2 million general mQ0rmgotm.
3.9.4 The insurance required must be issued by an insurance companyhes authorized to
do business within the state of Washington, and must name HCA and the state of
VVaahington, its agents and employees as additional inourod'o under any
Cornnneroio| General and/or Business Automobile Liability po||cv/iem. All policies
must be primary to any other valid and collectable insurance. In the event of
canoe||ation, non-nanevva|, revocation or other termination of any insurance
coverage required by this Conhout. Contractor must provide written notice of such
to HCAvvith|n one (1) Business Day ofContractor's receipt of such notice. Failure to
buy and maintain the required insurance may, gtHCA'a sole option, result inthis -
Contract's termination.
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Upon request, Contractor must submit tm HCA a certificate cf insurance that outlines the
coverage and limits defined in the Insurance section. If certificate of insurance in
raqueated. Contractor must submit nmnevva| certificates as appropriate during the term of
the contract.
3.9.5 The Receiving Party certifies that it is nm|f-|noured, is o member ofa risk poo|, 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 certificate of insurance
is naqueotod. Contractor must submit renewal oed|f|oataa aa appropriate during the �
term of the contract. �
4. GENERAL TERMS AND CONDITIONS
�
4.1 ACCESS TO DATA '
In compliance with RCVV38.2@.18O (2) and federal ru|os, the Contractor must provide
access to any data generated under this Contract to HCA, the Joint Legislative Audit and
Review Connnn|ttae. the State Aud|tor, and any other state or federal officials go authorized
by |avv` ru|a, nagu|mdmn, or agreement at no additional cost. This includes access to all
information that supports the findinga, oonn|usiuno, 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 oan/ioas furnished by the Contractor pursuant to
this Contract.
4.3 AMENDMENTS
^
This Contract may be amended by mutual agreement of the parties. Such onnendnnmntm
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 heneunder, or delegate any ofits duties herounder, except delegations as set
forth in Section 4.37. 3ubcmntrocbng, without the prior written consent ofHCA. Any
permitted assignment will not operate to relieve Contractor ofany of its duties and
obligations horeunder, 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 henoin, including but not |inn|tad to, rights of setoff. Any attempted assignment,
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transfer or delegation in contravention of this Subsection 44.1of the Contract will
ba 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
(3O) calendar days toContractor.
4.4.3 This Contract will inure to the benefit of and be binding on the parties hereto and
their permitted successors and assigns.
4'8 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 attornmyo' faae and costs.
4.6 CHANGE IN STATUS
In the event of any substantive change in its legal gtetue, organizational structure, or fiscal
� reporting responsibility, Contractor will notify HCA of the change. Contractor must provide
notice as soon as pnaoboab|e, but no later than thirty (30) calendar days after such o
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 rm|eeoe, divu|ga, pub|ish, transfer,
sell, disclose, or otherwise make the information known to any other party without
HCA'o express written consent mraa provided bylaw. 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
2OO9 (^ARRA^). Sec. 134DO- 13424. H.R. 1 (2OD8) (H|TECH Act) /H|PAA\.
4.7.3 HCA reserves the right to monitor, audit, orinvestigate the use ofConfidential
Information oo||ectad, used, or acquired by Contractor through this Contract.
Violation of this section by Contractor or its Subcontractors may result in termination
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of this Contract and demand for return of all Confidential Information, monetary
damages, orpenalties.
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
(CyWG), and the State ofWashington all maintain security requirements regarding privacy,
data access, and other areas. Contractor is required to comply with the Confidential
Information Security Requirements set out inAttachment 1 to this Contract and
appropriate portions of the Washington [>C|O Security Standard, 141.1O
(h - - .qov/, ol ^ inform^ ���eW1 � 1^~ ��—~— i
-tech^ � ) - ------
information
no locl
4.9 CONFIDENTIAL INFORMATION BREACH—REQW|RED NOTIFICATION �
,
4.8.1 Contractor must notify the HCA Privacy Officer
within five Business Days of discovery of any Breach or suspected Breach of
� Confidential Information.
' 4.0.2 Contractor will take steps necessary to mitigate any hnnxvn 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 Cmntnactor, its nff|nero, directors,
employees, Subcontractors oragents.
4.9.3 If notification of the Breach or possible Breach must(in the judgment of HCA) be
made under the H|PAA Breach Notification Rule, orRCVV42.56.59OorRCVV
19.255.010. or other law mrrule, then:
4.9.3.1 HCA may choose to make any required notifications to the individuals, to '
the U.S. Department ofHealth and Human Services Seuratary (DHHS)
8ecnatmry, and to the media, or direct Contractor to make them or any of
them.
4.9.3.2 |n any case, Contractor will pay the reasonable costs of notification to
|ndiVidua|e, media, and governmental agencies and of other actions HCA
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reasonably considers appropriate bz protect HCA clients (such aupaying
for regular credit watches in some ooeea\.
4.9.3.3 Contractor will compensate HCA clients for harms caused to them bvany
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 nf this
Contract and continue for as long as Contractor maintains the Confidential
Information and for any breach or possible breach et any time.
4.10 CONTRACTOR'S PROPRIETARY INFORMATION �
�
� Contractor acknowledges that HCA is subject to chapter 42.56 RCW, the Public Records
Aut, and that this Contract will be o public record as defined in ohmpter42.50 RCVV. 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,
HCAvvi|| maintain the confidentiality of Contractor's information in its possession that is
marked Proprietary. If 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 diao|oauna. HCAvvi|| 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,
peromntage, brokerage or contingent foe, excepting bona fide employees or bona fide
established agents maintained bythe Contractor for the purpose of securing business.
HCA will have the right, inthe event of breach of this clause by the Contractor, tnannul
this Contract without liability or, in its dieonatinn, to deduct from the omntrmo1 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 ine|igib|e, 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 antera, 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.
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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 aftempting 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 yNmna0mrm, 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). |f 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 pmdx 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 diopute, including a bmmefrenna in which he or she will issue a written
decision.
4.13.2 A partv'n request for a dispute resolution must:
4.13.3.1 Beinwriting;
4.13.2.2 Include m written description of the dispute;
4.13.2.3 State the relative positions mf 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 orquasi-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
kKammn8ea.
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4L15 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 bm eligible to enter into this Contract, Contractor must
� have a Data Universal Numbering System (OUNS6n) number. ADUNSOnumber
provides o 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 atVvmow.dDb.com.
4.15.3 Information about Contractor and this Contract will be made available mn
� s%-- "comm by HCAao required by P.L. 108-282. HC|A'o
Attachment 3: Federal Funding Accountability and Transparency Act Data
Collection Form, is considered part mfthis Contract and must be oonnp|m{md 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 nn jeuneexmnt
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 mn such funding after the effective date of this contract but prior to the normal
completion oY this Contract, then HCA. ot 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. HCAxvi|| use this option only when HC/\
determines that there is reasonable likelihood that the funding insufficiency may be
resolved in a Unnmfronle that would a||oxv Contractor's performance to be resumed
prior to the normal completion date of thi Contract
.
'
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4.17.3.1 During the period of suspension of performance, each party will inform
the other mf any conditions that may reasonably affect the potential for
resumption ofperformance.
4.17.3.3 When HCA determines in its eo|a discretion that the funding insufficiency
is noem|xed, it will give Contractor written notice to resume performance.
Upon the receipt of this noUca. 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 ba 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 bo 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 Counh/, Washington. Nothing in this
Contract will be construed as a waiver by HCA of the 8tate'm immunity under the 11m
Amendment to the United States Constitution.
4.19 HCA NETWORK SECURITY
\ Contractor agrees not to attach onyContnoo1opaupp|ied oonnpubaru, peripherals or
ooftvvana to the HCA Network without prior written authorization from HCA'o Chief
Information Officer. Unauthorized access to HCA networks and eystmnno is a v|o|mdnn of
HCA Policy and constitutes computer trespass in the first degree pursuant to FlCVV
9A.52.110. Violation of any ofthese laws orpolicies could result in termination ofthe
contract and other penalties.
Contractor will have access to the HCA vioifmrVVi-Fi Internet connection xvhi|m on site.
4.20 INDEMNIFICATION
Contractor must defend, indonmnifv, and save HCA harmless from and against all c|ainnm,
including reasonable attorneys' fees resulting from such doinno, 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
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Controotmr, its offioons, emo|oyoes, or agents, or Subcontractors, their officers, employees,
mr agents, in the performance of this Contract.
4.21 INDEPENDENT CAPACITY OF THE CONTRACTOR
The parties intend that on independent contractor relationship will be created by this
Contract. Contractor and its employees or agents performing under this Contract are not
employees or agents ofHCA. Contractor will not hold itself out as or claim to be on 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 mf the work will be solely with Contractor.
4.22 INDUSTRIAL INSURANCE COVERAGE
Prior to performing work under this Contnect. Contractor must provide or purchase
industrial insurance coverage for the Contractor's mnnp|oymen, as may be required of an
^ennp|pyer" as defined in Title 51 RCVV, and nnuod maintain full compliance with T|Un 51
F(CVV 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 |ouo|, otobe, and
federal |inenoin0, accreditation and registration requirements/standards, necessary
for the performance of this Contract and all other applicable fadara|, state and local
|avvm, ru|ee, and regulations.
4.23.2 While on the HCA prenniomo. Contractor must comply with HCA operations and
process standards and pm|ioiaa (e.g.. ethics, Internet/email uoage, data, network
and building oecurib/, harasonnent, as applicable). HCAvvi|| make an electronic copy
of all such policies available to Contractor.
4.33.3 Failure to comply with any provisions of this section may result in Contract
termination.
4.24 LIMITATION OFAUTHORITY
Only the HCA Authorized Representative has the mxpnamm, innp|ied, or apparent authority
to o|tar, onland, rnodifx, or waive any clause or condition of this Contract. Furthmrnnorm,
any m|tmnation, annmndnnent, nnodificaUon, or waiver or any clause or condition of this
Contract is not effective mrbinding unless made in writing and signed by the HCA
Authorized Representative.
4.26 NO THIRD-PARTY BENEFICIARIES
HCA and Contractor are the only parties tothis contract. Nothing in this Contract gives or
io intended to give any benefit of this Contract to any third parties.
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4.26 NONDISCRIMINATION
'
During the performance of this Contract, the Contractor must comply with all federal and
state nondiscrimination |mvvo, regulations and po|icieo, including but not limited to: Title V1|
of the Civil Rights Act, 42 U.S.C. §12101 etmeq.; the Americans with Disabilities Act of
1890 A\OAJ, 43 U.S.C. §12101 edmaq.. 28CFR Port35; and Title 48.8O RCVV.
Washington Law Against Discrimination. In the event of Contractor's noncompliance or
refusal to comply with any nondiscrimination |avv, 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
|n the event that overpayments or erroneous payments have been made to the Contractor
under this Contract, HCAwi|| provide written notice tm 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 (1Y6) per nnonthon
� ` '
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.
4.38 PAY EQUITY
4.28.1 Contractor represents and warrants that, as required by Washington state law
(Laxvmof2017. Chmp. 1. 8213). duringtheherrnofthieContract. itmQraaoto
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 ofwhether
mnnp|myeoo are similarly employed.
4.28.2 Contractor may allow differentials in compensation for its workers booed in good
faith on any of the following: (i) o seniority system; (ii) o merit system; U|i\ esystem
that nneamunaa earnings by quantity or que||h/ of production; (iv) bona fide jmb-
n*|otedfentor(m); or(v) m bona fide regional difference in compensation levels.
4.20.3 Bona fide job-relatedteotor(a)^ may include, but not be limited to,
educaUon, trainin0, or experience, that is: (i) consistent with business necessity; (ii)
not based on or derived from a gender-based differential; and (iii) accounts for the
entire differential.
4.28.4 A "bona fide regional difference in compensation level" nnum1 be (i) consistent with
business necessity; (ii) not based on or derived from a gender-based differential;
and (iii) account for the entire differential.
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4.28.5 Notwithstanding any provision to the oontrory, upon breach of warranty and
Contractor's failure to provide satisfactory evidence of compliance within thirty (3[)
Days of HCA'o 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 byHCA and must not beso construed by
Contractor in any advertising or other publicity materials.
4.29.2 Contractor agrees tosubmit toHCA. all advertising, sales promotion, and other
publicity nnatedm|e 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 advertiaing, nnorkeUng, sales promotion nnateria|e, publicity or the like through �
print, voice, the Web, and other communication media in existence or hereinafter
developed without the express written consent ofHCA prior to such use.
4'30 RECORDS AND DOCUMENTS REVIEW
4.30.1 The Contractor must maintain booha, naoondm, documnenta, magnetic media,
naoeiptu, invoices or other evidence relating to this Contract and the performance of
the services nandmnad, along with accounting procedures and prmotioon, all of which
sufficiently and properly reflect all direct and indirect costs ofany nature expended
in the performance of this Contract. At no additional omet, these reoonda, including
materials generated under this Contraot, are subject at all reasonable times to
inapgction, rexievv, or audit byHCA. the Office of the State Auditor, and state and
federal officials so authorized by |mvv, ru|e, regulation, or agreement [See 42 UGC
1388m�o\/27)(B�� 4� U�(� 1398m/a)�37\(B\� 42 UG<� 13g8m(m\(42A\ � 42 <�FF� 431
^ '` '` '. ` '` '` '` ` '` `� ,. .
8ubpartCl; and 42 CFR4472O2l.
4.30.2 The Contractor must retain such records for a period of six /G\ years after the date
of final payment under this Contract.
4.30.3 If any |iUgoUon, o|oinn or audit is started before the expiration of the mix (8) year
par|od, the neonnjs must be retained until all |iUgotion, c|ainmm, or audit findings
involving the records have been noao|xod.
4.31 REMEDIES NON-EXCLUSIVE
The remedies provided in this Contract one not exc|usive, but are in addition to all other
remedies available under |mm/.
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4.32 RIGHT OFINSPECTION
The Contractor must provide right of access to its facilities to HCA, or any of its officmre, or
to any other authorized agent or official of the state of Washington or the federal
8overnnnmnt, at all maaamnob|e Umea, 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.G. Copyright Act, 17U.G.C. §1O1etamq. and will be owned byHCA.
Contractor is hereby commissioned to create the Work Product. Work Product
inc|udaa, but is not limited to, discoveries, formulae, ideas. |nmprovennenta,
invenduno, mnethoda, nnode|m, processes, techniques, findings, oonc|uoiona,
neoonnnmendatimnm, m*porto, deoigne, p|ane, diagrams, dravxingo. Goftwone,
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 nopyright, patent, register and the
ability to transfer these rights and all information used to formulate such Work
Product.
4.33.2 |f for any reason the Work Product would not be considered o work for hire under
applicable |mxv. Contractor assigns and transfers tm 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 aoHCA
� 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 Cnntrmct, but that does not originate therefrom
("Preexisting yNoteria|^), must be transferred to HCAvvith m nnnexc|uoivm, royalty-
free, irrevocable license to pub|iah, tnano|ata, reprodune, da|iver, perfornn, 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. HCAvvi|| have the right to
modify orremove any restrictive markings placed upon the Preexisting Material by
Contractor.
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4.33.6 Contractor must identify all Preexisting Material when itie delivered under this
Contract and must advise HCA of any and all known or potential infringements of
pub|icdv, privacy orofintellectual property effecting any Preexisting Material at the
time of delivery of such Preexisting Material. Contractor must provide HCAvvith
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
� roya|b/-fnma, nonexclusive, and irrevocable license to reproduoe, pub||ah, 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 45CFRPart 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 ofcopyright to which Contractor
purchases ownership under this Contract.
4.35 SEVEFRABUL|TY
If any provision of this Contract or the application thereof to any person(s) or
oirounn*tonmam is held inxa|id, 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 and the provisions or application of this Contract are declared severable.
4.36 SITE SECURITY
VVh||e on HCA premises, Controotor, its aQento, amp|oyoes, or Subcontractors must
conform in all respects with phyoioa|, fire or other security policies or regulations. Failure to
comply with theme regulations may be grounds for revoking or suspending security access
to these facilities. HCA reserves the right and authority to innnnmd|mte|y revoke security
access tm 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 Contraotor, nor any Subcontractors, may enter into subcontracts for any of
the work contemplated under this Contract without prior written approval of HCA.
HCA has no|a 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.
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4.37.2 Contractor ioresponsible 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 pnzgnaao of the work HCA determines in its sole judgment
that any Subcontractor is incompetent or undeainab|e. HCAvxi|| notify Contnactor,
and Contractor must take immediate steps toterminate the Subcontractor's
| involvement in the work.
�
� 4.37.4 The rejectionor approval bv the HCAof any Subcontractor or the termination ofa
Subcontractor will not relieve Contractor of any uf its responsibilities under the
Contract, nor ba the basis for additional charges toHCA.
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 ob|igmUons,
financial or otherwise, to its Subcontractors.
4.30 S0EBIRECUP|ENT
4.38.1 General
|f the Contractor immoubrecip|ent (as defined in45CFR75.2 and 2C}FR 200.93)
of federal exvondo, then the Contractor, in mocondmnom with 2 CFR 200.501 and 45
CFR75.501. shall:
4.38.1.1 Maintain records that identify, in its accounts, all federal avvmnde nsoaiwed
and expended and the federal programs under which they were received,
by Catalog of Federal Domestic Assistance (CFOA) title and number,
award number and year, name of the federal agency, and name ofthe
' pass-through entity;
4.38.1.3 Maintain internal controls that provide reasonable assurance that the
Contractor is managing federal mxvondo in compliance with |mwm,
regu|abone, and provisions of contracts or grant a8nmomon1a that could
have a material effect on each of its federal programs;
4.38.1.3 Prepare appropriate financial statements, including m schedule of
expenditures of federal awards;
4.38.1.4 Incorporate OMB Super Circular 2CFIR20O.5D1 and 45CFIR75.5O1
audit requirements into all agreements between the Contractor and its
Subcontractors who are aubnec|p|enta;
4.38.1.5 Comply with any future amendments to C)K8B Super Circular 2 CFR
200.501 and 45CFR75.5O1 and any successor or replacement Circular
or regulation;
4.30.1.6 Comply with the applicable requirements of OMB Super Circular 3CFR|
2O0.5D1 and 45CFR75.501 and any future amendments to OMB Super
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Circular 2 CFR 200.501 and 45 CFR 75.501. and any successor or �
replacement Circular orregulation; and |
4.38.1.7 Comply with the Omnibus Crime Control and Safe streets Act of 1908.
Title V| of the Civil Rights Act of1SO4 Section' |
Act of 1973, Title 11 of the Americans with Disabilities Act of 1990, Title IX
of the Education Amendments of1872. The Age Discrimination Act of
1975, and The Department of Justice Non-Discrimination Regulations, 28
C.F.R!. Part 42. Subparts C.C>.E. and G. and 28C.F.R. Part 35 and 38.
(Go to bout/office8/occ.h[rnforoddiUon8| infOrnnotionand
access to the aforementioned Federal laws and peQu|aUono.)
4.38.2 Single Audit Act Compliance
� |f the Contractor ieeoubnsoipiantand expands $75O.ODOor more in federal awards
from any and/or all sources in any fiscal year, the Contractor will procure and pay
for a single audit ora 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 (]yNB Super Circular 2 CFR 200.501 and
45CFR75.5O1. reports required by the program-specific audit guide (if
app|ioob|g). and a copy of any management letters issued by the auditor;
�
4.30.2.2 Follow-up and develop corrective action for all audit findings; in
accordance with OMB Super Circular 2CFR2OU.5O1 and 45CFR
75.5O1. prepare m "Summary Schedule cf Prior Audit Findinga.^
4.30.3 Overpayments
4.38.3.1 |fitisdetermined by HCA, or during the course ofa required audit, that
Contractor has been paid unallowable costs under this mr any Program
Agreement, Contractor will refund the full amount toHCAoo provided in
Section 4.27 Overpayments &oContractors.
4.39 SURVIVAL
The terms and conditions contained in this Contract that, by their sense and context, one
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 8o Contractor, Publicity, Records and Documents
Review, Rights/nDatalOmme/uhi . andRYohtnof8byteondFedeny/Gqwannnnenbovv|||
survive the termination of this Contract. The right ofHCAto recover any overpayments
will also survive the termination of this Contract.
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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, io 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. HCAvi|| notify Contractor in writing of the need to take corrective action. '
If corrective action is not taken within five (5) Business Dayo, or other time period
agreed to in writing by both pnd|ee, the Contract may be terminated. HCA reserves
the right tn 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 HCAto 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 na|abyd to the replacement Contract, m.g., coot of the competitive
bidding, nnai|in0, advortiainQ, 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 Conven|ence.^
4.41.2 TERMINATION FOR CONVENIENCE
VVhan, atHCA'a sole discretion, itia |nthe best interest of the State, HCAnnay
terminate this Contract in vvho|m or in pad by providing tan (10) calendar days'
written notice. If this Contract is so terminated, HCA will be liable only for payment
|n accordance with the terms of this Contract for services rendered prior tothe
effective date mf termination. No penalty will accrue toHCAinthe event the
termination option in this section in exercised.
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4.41.3 TERMINATION FOR NONALLOCATION OF FUNDS
|f funds are not allocated to continue this Contract in any future period, HCAmnoy �
immediately terminate this Contract by providing written notice tothe Contractor.
The termination will be effective on the date specified in the termination notice.
HCA will be ||mb|m 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 ofsuch nona||ooaUon at the earliest possible time. No penalty will
� accrue to HCA in the event the termination option in this section is exercised.
�
441.4 TERMINATION FOR WITHDRAWAL OFAUTHORITY
|n the event that the authority ofHCAbz perform any of its duties iawithdrawn,
reduced, or limited in any way after the commencement of this Contract and prior
to normal connp|at|mn. HCA may immediately terminate this Contract by providing
written notice to the Contractor. The termination will be effective mn the date
specified in the termination notice. HCAvvi|| be liable only for payment in
accordance with the terms of this Contract for services rendered prior to the
effective date oftermination. HCA agrees to notify Contractor of such withdrawal of
authorib/ at the earliest possible time. Nn penalty will accrue toHCAin 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 tothe Contractor if HCA
determines, after due notice and examination, that there is a violation of the Ethics
in Public Service Act, Chapter42.52 FlCVV, or any other |exvo regarding ethics in
public acquisitions and procurement and performance of contracts. In the event
this Contract is so terminated, HCAvxi|| be entitled to pursue the same remedies
against the Contractor aait could pursue inthe event Contractor breaches the
contract.
4.42 TERMINATION PROCEDURES
4.42.1 Upon termination mf this Contract, HCA. in addition to any other rights provided in
this Contnact, 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 HCAvvi|| pay Contractor the agreed-upon pr|om. if separately atatad, for completed
work and services accepted by HCA and the amount agreed upon by the Contractor
and HCA for(|) completed work and aen/iooa 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 ia for default, in which case HCA will determine the extent of the liability.
Failure to agree with such determination will be o dispute within the meaning of
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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 tm the extent specified
in, the notice;
4.42.3.2 Place no further orders or subcontracts for mnaterio|a, servimao, or facilities
except am may be necessary for completion of such portion of the work
under the Contract that ia not bernn|nated�
.
4.42.3.3 Assign to HCA. in the rnmnner, at the times, and ho the extent directed by
HCA, all the ri0hto. Ut|e, and inbonaot of the Contractor under the orders
and subcontracts mo terminated; |n which case HCA has the right, otits
discretion, to settle or pay any or all claims arising out of the termination
of such orders and oubmmntraote�
.
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
HCAto the extent HCA may raquiro, which approval or ratification will be
final for all the purposes of this o|auae�
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 am may bm necessary, oraeHCA may direct, for the
protection and preservation of the records ra|mbad to this Contract that are
in the possession of the Contractor and in which HCA has pr may acquire
an interest.
4'48 WAIVER
Waiver of any breach of any term or condition of this Contract will not be deemed awaiver
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 ofHCA.
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 ofServices
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any services that are not |n compliance with this representation and �
warranty at no cost to HCA.
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4.44.2 Contractor represents and warrants that it will comply with all apo||nab|m |noa[ 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 tofulfill such a commitment may
constitute breach and will render Contractor liable for damages under the terms of
this Contract. For purposes of this eect|on, 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 HCAto enter into this Contract.
Washington State 31 Description ufServices
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Attachment 1 |
'
Confidential Information Security Requirements �
1. Definitions
�
|n addition bo the definitions set out in Section 2of this Contract K3791 for HCA the implementation of
the Washington State Healthy Transitions Project (HTP). fundedbvUle8AK8HSAHeoKhyToanodOonn:
|nnprnx|ng Life Trajectories fmrYouth and Young Adults with Serious Mental D|mnnjena Pnognmnn (FOA
#SM-1 9-001) in accordance with the Statement of Work (SOW) outlined in Schedule A Attached, the
definitions below apply to this Attachment.
o. "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 maon asterisk, ampersand mr exclamation point. �
,
i Passwords for external authentication must be a nnininlunn of 10 characters long,
ii. Passwords for internal authentication must be a minimum of 8 characters long,
~~ 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, C)VC)e); UGB drives; or flash media (e.g. ConmpaotF|osh. 8D. W1yNC).
�� c. "Portable/Removable Dex|oee. means any small computing device that can bmtransported,
including but not limited to: handhe|dc/PDAo/Snnartphoneo; U|tnannmbi|m PC'a, flash nnmnnory
devices (e.g. USB flash drives, personal media p|ayere); and |optopa/nohabook8ab|et
computers. |f used to store Confidential |nfornnoUon, devices should be Federal Information
Processing Standards (F|P8) Level 2compliant.
d. "Secured Area" means an area to which only Authorized Users have access. Secured Areas
may include bui|dinge, roonna, or locked storage containers (such as efi|in0 cabinet)within a
room, ao long me access to the Confidential Information is not available tounauthorized
personnel.
m. "Transmitting" means the transferring of data e|eotronica||y, such as via ennoi|. 8FTP.
vveboen/iceo. /V/VG Snovvbo||, 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 ofreceipt; (2) United States Postal Service (^U8PS'')first class nnai|. or
.
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U8P8 delivery services that include Tracking, such as Certified Mail, Express Mail or
Registered yNoi|; (3) oonnmennim| delivery services (e.g. FedEx. UPS. DHL)vvhich offer
tracking and receipt confirmation; and (4) the Washington State Campus mail system. For
electronic transmission, the Washington State Governmental Network (SGh) is aTruntmd
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 m paeovvord, paoephnasa, or other mmohon|onn, authenticates m user to an
information system.
2' Confidential Information Transmitting
a. When transmitting HCA'nConf|denUo| Information electronically, including via email, the
Data must be encrypted using N|8T8OU-serige approved algorithms
(http://csrc.nist.qov/publications/PubsSPs,html). This includes transmission over the public
inhernet. �
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 aodescribed:
a. Data atRest:
i� Data will be encrypted with N|STBOO-sgrieeapproved algorithms. Encryption keys will
be stored and protected independently ofthe data. Access to the Data will berestricted
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 inan area that |s accessible only tm
authorized personnel, with access controlled through use of a key, card key,
combination lock, or comparable mechanism.
ii. Data stored on Portable/Removable W1adio or Devices:
• Confidential Information provided by HCA on Removable Media will be encrypted
with N|ST8D0-oerieaapproved algorithms. Encryption keys will be stored and
protected independently of the Data.
° HCA'o data must not be stored bythe Receiving Party on Portable Devices ur
Media un|aoa specifically authorized within the Data Share Agreement. If so
authorized, the Receiving Party must protect the Data by:
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1. Encrypting with N|ST 800-eer|em approved algorithms. Encryption keys will
be stored and protected independently of the data;
2. Control access to the devices with o Unique User |O and Hardened
Password or stronger authentication method such oso physical token or
biometrics;
3. Keeping devices |n locked storage when not inuse;
� 4. Usingoheok-in/oheck-outpromedunasvvhandaxioesoreehonod;
5. Maintain an inventory of devices; and
8. Ensure that when being transported outside ofm Secured Area, all devices
with Data are under the physical control ofmn 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 inn locked container, such oom 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 ofa security Breach.
a. The HCA Confidential Information must be kept in one of the following ways:
on media (e.g. hard disk, optical disc, tope, eto] which will contain only HCA Data;
or
ii. in a logical container on electronic media, such as a partition or folder dedicated to
HCA'eDmba; or
iii in a database that will contain only HCA Data; or
iV° within o database and will be distinguishable from non-HCA Data bv the value of
specific field or fields within database records; or
u^. when stored as physical paper documents, physically segregated from non-HCA
Data in a dravver, folder, or other container.
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b. When it is not feasible or practical to segregate HCA Confidential Information from non-
HCAdatm. thenboththeHCA Confidential Information and the non-HCA data with which it
ia commingled must be protected ao described in this Attachment.
5' Confidential Information Shared with Subcontractors
|fHCA Confidential Information provided under this Contract iotobe shared with m
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 o method
docunnmntedvv|th|nN|GT80D-88 (http:8oaru.nimt.gov/pub|icat|one/PubmSPm.htnn|).
o. 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 bodeferred until the disks
are retired, replaced, orotherwise taken out of the Secured Area.
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ATTACHMENT
FEDERAL COMPLIANCE, CERTIFICATIONS, AND ASSURANCES
|n the event federal funds are included in this agreement,the following sections apply: |. Federal Compliance
�
and U.Standard Federal Assurances and Certifications. |n 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 0o into effect.
i FEDERAL COMPLIANCE The use of federal funds requires additional compliance and control mechanisms to
beinplace. 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. �
�
/e, Source uf Funds:This agreement is being funded partially orinfull 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 (CFOA) numbar83.243 and amount to$999^040.00.The
sub-awardee is responsible for tracking and reporting the cumulative amount expended under HCA Contract
No. K3T81
' 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
unob|igoted balances in parmitbed, 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 QO days after the end of the funding period.
u. Single Audit Act: A aub'awardea (including privata, for-profit hospitals and non-profit institutions) aho||
adhere tu the federal Office of Management and Budged(OMB) Super Circular 2 OFR%OO.5U1 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 2CFR2OO.5D1 and 45CFR79.5O1.
d. Modifications:This agreement may not be modified or amended, nor may any term or provision be waived
or discharged, including this particular Pmrmgraph, 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 ino key person specified in the agreement.
iv. The absence for more than three months oro 2596 reduction in time by the Project
N1anagar/Oirector.
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.
w. 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. |foub'contraotors
are approved by the Health Care Authority, the subcontract, shall contain, at a minimum, sections of the
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an �
agreement pertaining to Debarred and Suspended Vendors, Lobbying certification,Audit requirements,
and/or any other project Federal, state, and local requirements.
[ Condition for Receipt of Health Care Authority Funds: Funds provided by Health Care Authority ho 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, mr monitoring of this agreement.
h. CitizwnohiplAlien Verificebon/Dahsnn/netion:The Personal Responsibility and Work Opportunity
Reconciliation Act(PRWORA)of 1996 (PL 104-193) states that federal public benefits should be made
� available only tmU.S citizens and qualified aliens. Entities that offer a service defined ana"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. PL1O44Q3 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
aho|| 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 of1OG4 (PL88'352). Title |Xofthe Education Amendments of
1972 (20U.SC. Q§ 1681 1683and1685'1686). smcdon504ofthnRehabi|itaUonAcinf1073 (20U.S.C. §
704). the Age Discrimination Act of1O75 (42U.S,C. §§S101'G107). the Drug Abuse Office and Treatment
Act of 1972 (PL 92-255), the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of107U (PLQ1'G1G). §§523 and 527nf the Public Health Service Act of1Q12 (42U.S.0
§§2QOdd'3 and 2QOme'3). Title V||| of the Civil Rights Act of18O8 U.S.C. he
Americans with Disability Act(42U.S.C.. Section 121O1etoeq.) ttmuV� -,h
HCA Federal Compliance Contact Information
Federal Grants and Budget Specialist
Health Cana Policy
Washington Gbstm Health Care Authority
Post Office Box 4271D
Olympia,Washington QD5U4'271U
||. 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 aub'avvandoa. City ofYakima. The federal Circulars which provide the applicable administrative
nequiremmnte, cost principles and audit requirements are identified byeub'owerdae organization type.
- OMB CIRCULAR
ENTITY TYPE - — ADMINISTRATIVE COST AUDIT REQUIREMENTS ^
REQUIREMENTS PRINCIPLES |
State. Local and Indian Tribal /OMB Super Circular 3CFR2OO6O1 and 45CFR75.SO1
Governments and
Governmental Hospitals
Non-Profit Organizations and
i
Non-Profit Hospitals _
~~~ ~~ ~~ ~~
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Colleges or Universities and
Affiliated Hospitals
For-Profit Organizations
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' means the legal entity to which o sub-award is made and which is accountable to the State for the use uf
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,
|V. STANDARD FEDERAL CERTIFICATIONS AND ASSURANCES ' Following are the Aoauranuno.
Certifications, and Special Conditions that apply to all federally funded (in vvhu|e 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 ba|iaf, that the contractor, defined as the primary participant in accordance with 45 CFR Port7G. �
and its principals:
a) are not presently debaned, uuopendad, proposed for debarment, declared ina|igiblo, or voluntarily excluded
from covered transactions by any Federal Department oragency;
b) have not within m 3-year period preceding this contract been convicted of or had o civil judgment rendered
against them for commission of fraud or o criminal offense in connection with obtaining, attempting to obtain,
or performing a public(Fmdaro|. State. or local)transaction or contract under public transaction; violation of
Federal or State antitrust statutes or commission of ombozz|ement, theft, forgmry, bribery, falsification or
destruction of records, making false otatementu, or receiving stolen property;
c) are not presently indicted or otherwise criminally o/civilly charged byagovernmental entity (Federal, Staba,
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 (Fadera|. State,
or local) terminated for cause ordefault.
Should the contractor not be able to provide this nertifivaUon, 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 inc|ude, without mudifiooUon, the clause titled
"Certification Regarding Debarment, Suspension, In eligibility, and Voluntary Exc|uoinn—Lowar 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 PadT8.
2. CERTIFICATION REGARDING DRUG'FREEVVORKPLACE REQUIREMENTS
The undersigned (authorized official signing for the contracting organization) certifies that the contractor will, or
will continue to, provide a drug'freaworkp|aue in onnurdanoa with 45 CFR PortT6 by:
a) Publishing o statement notifying employees that the unlawful manufaoturo, dimtribution, dimpenaing,
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;
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b) Establishing an ongoing drug-free awareness program to inform employees about
)
(1)The dangers of drug abuse in the wmrkp|ooa�
' |
(2)The contractor's policy of maintaining e 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 wmrkplone�
. �
n) 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 wi||--
(1)Abide by the terms of the statement; and
(2) Notify the employer in writing of his or her conviction for violation of criminal drug statute occurring in
the workplace nu 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 ofconvicted employees must |
provide notioo, including position title, to every contract officer nr 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 oho|| include the identification number(a) of each affected grant; �
,
� 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 uf1Q73. an 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 ~
(m). (b). (o). (d). (m). and (f).
For purposes of paragraph(e)regarding agency notification of criminal drug convictions,Authority has designated
the following oantno| point for receipt ofsuch notices:
Legal Services Manager
WA State Health Care Authority
PO Box 427OU
Olympia, WA 88504'2700
3. CERTIFICATION REGARDING LOBBYING
Title 31, United States Code, Section 1352, entitled "Limitation on use of appropriated funds to influence certain
Fednro| oontraoUngandfinonoia| traneoctiona.^ ganora||ypnuhibitonocipientsofFedeno| gran1oand000peraUve
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 orcooperative agreement must disclose lobbying
undertaken with non-Federal (noneppropriotad) funds. These requirements apply to grants and cooperative
agreements EXCEEDING $1OO.DODin total costs (45CFR Part Q3).
The undersigned (authorized official signing for the contracting organization) certifiaa, 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 sm officer employee of any agency, e Member of
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Congreuo, an officer or employee of Congress, or an employee of 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, ^Dinu|ouureofLnbbyingAoivideo.'' inauuundanoevvithitminotructiono. (|fnoeded. StandordForm'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 oubnnnbocto, oubcontnacto, 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.8. Code.Any person who fails to file the required certification shall be subject to a civil penalty of
not less than$1O.OUO and not more than$10O.0OO 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, comp|eta, and accurate tothe best ofhis or her knowledge, and that he or she is aware that any false,
5ctitiouo, or fraudulent statements or claims may subject him or her to criminn|, oivi|, or administrative penalties.
The undersigned agrees that the contracting organization will comply with the Public Health Service terms and
conditions of award ifa contract ioawarded.
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 hn children
under the age of 18, if the services are funded by Federal programs either directly or through State or |ono|
governments, by Federal grant, contract, loan, or loan guarantee. The law also applies 0oohi|drmn'o services that
are provided in indoor facilities that are constructed, operohud, 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 treatmmnt, service providers whose eo|a source of applicable Federal funds is [Nodioana or yNedinoid, 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 cortifioation, 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 an 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 chi|dren'a services and that all sub-recipients mho||certify accordingly.
The Public Health Services strongly encourages all recipients to provide m 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 mf the American people.
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+* �
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 person to provide the certification required below will not nuoauoah|y noou8 in denial of
� participation in this covered transaction. The pnoopanUvo 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 oraganoy'udeterminaUonvvhothorto enter into this tnanuan1ion� However, failure nfthe
�
�
prospective contractor to furnish a certification or an explanation shall disqualify such person from participation
in this transaction.
5) The certification in this clause ium 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 bz 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 tnanaac0on, dmbanod, suspended, ineligible, lower tier covered tronoeotion, padioipant,
poraun, primary covered tronmaction, prinoipa|, pnopoaa|, 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. �
G) 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 byAuthority.
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
Trannoction.^ provided by HHS, without modificoUon, 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 debarned, ouopended, ino|igib|e, or voluntarily excluded from the covered
tranaoction, un|aau it knows that the certification is erroneous. A participant may decide the method and
frequency bywhich it determines the eligibility ofits principals. Each participant may, but is not required to.
check the Non-procurement List(of excluded partioo).
Q) 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 o prudent person in the ordinary course of
business dealings.
10) Except for transactions authorized under paragraph G of these inotructionu, if participant in a covered
transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred,
ine|igib|e, 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 ordefault.
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 debarrod, auopendod, proposed for dobarment, deo|onad ine|igib|e, o, voluntarily
excluded from covered transactions by any Federal department oragency; _
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 orocriminal offense in connection with obtoining, attempting toobtain,
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 embeoz|ement, theft, forgery, bribary, falsification or
destruction of records, making false statements, or receiving stolen property;
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o) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity(Federal, �
State or local)with commission of any cf 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 ordefault. �
2) VVhove the prospective contractor in unable to certify to any of the statements in this oedifioaUon, such l
prospective contractor shall attach an explanation bo this proposal.
CONTRACTOR SIGNATURE REQUIRED
OFFICIAL
Please also print or type name:
ORGANIZATION NAME: (if applicable) DATE
SIGNATURE OF AUTHORIZED CERTIFYING TITLE
�
�
�
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Attachment
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(FF/T7\or the Transparency Act). The purpose of the Transparency Act iotomake
information available online so the public can see how federal funds are spent.
To comply with the act and be eligible toenter into this contnoot, your organization must have o Data Universal
Numbering System (DUNS@) number. AOUNS@ 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 mtvmxmv.dnb.oum.
Required Information about your organization and this contract will be made available on USASpending.gov by
the Washington State Health Care Authority(HC/) as required by P.L. 109-282. Ama tool to provide the
information. HCAmnuourogeo registration with the Central Contractor Registry(CCR) because |aoa data entry
and re-entry is required by both HCA and your organization. You may register with CCR on-line at
https:/hmmmv.uston1oactorTeqistnatiom.com/,
Contractor must complete this form and return 8to the Health Care Authority(HCA).
CONTRACTOR
1. Legal Name 2. DUNS Number
City nfYakima 0782130510000
3. Principle Place ofPerformance
120 North %"uStreet
3a. City 3b. State -
Yakima WA
3o. Zip+4 3d. Country
08901-2613 USA
4. Are you registered in COR (httpa:8Vmxmx,umcortraotorreQistration.con/)7 �lYES (skip to page 2. Sign, dote
and return) nNO
5 |n the preceding fiscal year did your organization:
a. Receive 80% or more of annual gross revenue from federal contracts, subcontracts, grants, loans,
oubgnonto. and/or cooperative agreements; andk
b. $25,000,000 or more in annual gross revenues from federal contracts, subcontracts, grants, loans,
oubgnonto. and/or cooperative agreements; and
n. 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 ofthis section' Sign, data 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.
_
—
` -!
5. '
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| Note: "Total compensation" means the cash and nonuaoh 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 (n)(2)).
By signing this document,the Contractor Authorized Representative attests to the information.
� Signature nf Contractor Authorized Representative Oabo
HCAmill not endorse the Contractor's subaward until this form is completed and returned.
FOR HEALTH CARE--�^�AUTHORITY USE~ONLY
HCAContrnn Number K3791
Sub-award Project Description (oaa 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 aub'award, how the funds will be used, and what will be accomplished.
' Ezmmnp|m of Sub-award Project Description:
|nonaooe Healthy Behaviors: Educational Samiuou District XYZvviU 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.
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Schedule�� U
^��..$B=�.e ��=
� v�� �K�^���
:�����00��= =. ���°" �
1. Purpose.
The Contractor shall implement the Washington State Healthy Transitions Project (HTP).
funded by the 8AK8HSA Healthy Transitions: |nnppmV|ng Life Trajectories for Youth and Young
Adults with Serious Mental Disorders Program (F[)A#GyN-13-O01).
2, DUNS Number.
�
The Contractor's DUNS Number is: D7G212651OOOO. The Zip Code +4is: 90901-2513, �
�
� 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, ae set forth below:
'
n\ Contractor must provide low-barrier access b» HTP services for transition-age youth ages
16-25 experiencing SED/GyN|; and
b) The Services are to include:
m\ Behavioral Health 8�n/io�a�
' '
U\ Physical Health Services;
o) Independent Living Skills; and
d\ Community-Based Recovery Support
4. Marketing and Outreach.
Adhering to the Pnmmotorm de 8o|ud (Health Pnmnnotor 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 SEO/GyN| toinoneffort to increase the number
ofTAY that receive appropriate services. The Contractor will develop a community presence,
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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 |iteracv/p|ann|ng, basic home nno|ntmnonco,job readiness, etc.
6. Peer Support/Navigation. �
�
The Contractor will ensure that TAY engaged |n the Healthy Transitions Project hovmacceeo �
to pear eupport/navigatonaxvbh 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 aamnadvocate.
7. Supported Emnp|oymnemt]SmpportedHoweing'
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 |P8-25tool. |tia also anticipated
that consumers served bv this project mnoybam||g|b|oforsonneemn/iceathnnu8hthm
Washington State Division ofVocational Rehabilitation.
R. Recovery Support Services (RSS).
The Contractor shall provide mr purchase Recovery Support Services onan as-needed basis
and shall be based on the following:
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1. Recovery Support Services shall not be purchased using funds allocated tothis
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 FY'SPRT. local
child/youth-serving agencies, health and social service representative(s) from county
government, local school districts, tgnni||eo, and youth to participate in 12-month Learning �
Laboratory. The purpose of the Learning Laboratory shall be:
a. To identify community strengths and areas pfimprovement
b. To develop a Touth/TAY Recovery Oriented System of Care (ROGC)
C. The Learning Laboratory shall consist mfa minimum of4quarterly
sessions hosted through vvebinnrn. teleconferences orin-peroon.
d, The Contractor shall facilitate linkage with local cross-system partners,
but will not be required to organize, host or plan the quarterly sessions.
m^ Specific work goals for the Learning Laboratory shall bm defined during
individual sessions.
10. Advisory Commc|U'
The Contractor shall continue on-going collaboration with the Regional Service Area FYSPRT
for the duration wf this Contract to obtain feedback about the project Qoa|a. pnomaae. outoonnoa
and ways to improve project activities.
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11. Required Training and Workshops.
The Contractor shall ensure that all project staff complete 8AW1H8A-sponsored GPRAtno|ninQ
by May 1. 2019 and notify [}BHRvia email when training is complete.
The Contractor shall ensure that o minimum mf two project ataffpartioipabainyear|yteohnioa|
assistance workshops.
The Contractor shall ensure that project odaffpartio|pmte |nothertrainingoaorequinedforthe
duration of this project.
12. Performance Goals.
o\ Engagement: The Contractor shall achieve the following (unduplicated) client engagement
Qna|e 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.
|i. The contractor shall ensure that a minimum of75TAY outreach and engagement
contacts are made.
i|i. The contractor shall ensure that a minimum of40TAT are engaged in community-
based inhan/ent|one.
iv. The contractor ohm|| ensure that m nnin|nnunn of40 TAY have accessed behavioral
health treatment as a maau|t of their participation in the HTP.
b\ /V{}M3 Interviews:The Contractor shall achieve the following GPRA/NON1S interview
goals:
|. Baseline Assessment NC)&1S |nhmn/iexvs: 1O0Y6ofHTP participants shall
receive initial y4[>N1G interviews at the time of enrollment in to HTP services.
Baseline assessments shall be completed within 7 calendar days ofthe
consumer entering treatment.
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hL Follow-up/Reassessment NOPNS |nten/iavvo: A nnininnunn of8D96 of HTP
participants shall receive follow-up N(JK8S interviews every 0-nnonihn. The
tinnefranne 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 non/ioaa.
iii. Clinical Discharge Interviews: 10096 of HTP participants ahe|| receive
final/discharge |nton/iavvo on the day of discharge from the program.
iv, All data oho|| be entered in to SPARS within 30 days of completing the
interview.
c\ Failure offb8mw+up: |f the Contractor's on-time rate for follow-up NOyNS interviews falls
below 0096 for three consecutive rnontha. HCA shall take the following action against
Contractor:
i. 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 nninirnunn requirement of80Y6;
iii. The 10% reduction shall be removed in the month following a return to the on-
time 80% rate.
The SA&1HGA Performance Accountability and Reporting System (SPARG)vvaboite shall be
the data source used to confirm the Contractor's compliance rate for initial, follow-up, and final
GPRA/N{JK88inbamiewe.
13. Reporting Requirement.
o\ Client Master List. The contractor shall submit mn updated Client Master List showing all
current and previous program participants no later than the 15th day after the close of each
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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 nn later than the 15m day after the close mfeach
calendar month.
o\ Program Activities Report, The contractor shall submit a monthly activities report nmlater
than the 15m day after the close of each calendar month.
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14. Consideration,
o) Total consideration payable tothe 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 bm based on the following:
1. Personnel
a. A maximum of$77.388 shall be billed for Youth/Young Adult
Cnondinatmr/Promno1or
2. ,Direct Service
e. A maximum mf$1OO.00O shall be billed for Mental Health Services
� b. A nnawinnunn of$3D.000 shall be b|||ad for Health Services
o. A maximum of$5O.00O shall bm billed for Independent Living Skills and
Community-Based Recovery Supports
d. A maximum of$1O.O0O shall be billed for Travel (including 1 FTEtograntee
meeting)
m. A maximum mf$2.00O shall bo billed for Supplies (phone. laptop, general office
supplies)
3. Indirect
o. A maximum of$3O.00O shall be billed for Administrative Support (billed ot1096
of monthly expenditures)
b) These funds are for goods and services provided during the period of May 1, 2019 through
September 2S. 2D19.
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
aa required under Section 4ofthContract.
2. Any approved carryover funds shall bm spent by September 2B. 2D2O.
o\ 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 iothe Substance Abuse and Mental Health Services Administration
(SAYNHS/\). Center for Mental Health Gen/iomo /CK8HS\ the Health Transitions Project,
Grant#7H79SM082187-01. The CFDA# ie93.243.
Washington State
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e) For the purpose of this Contract, HCA shall Le the payer of last resort for all services
rendered bvthe Contractor. The Contractor shall first bill Medicaid, Medicare, and third
party insurance for services provided.
� 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.ODD.
1. The Contractor must provide their Data Universal Number System number(DUNS
number) for this agreement and be registered with Central Contractor Registration
(CCF|).
� 2. |f the DUNS number changes, the Contractor must immediately noUfvthe HCA
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contact listed on Page 1 mf this agreement and provide the correct DUNS number.
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