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06/05/2012 04I Geriatric Foot Care Agreement Modification No. 1; Yakima County; ALTC BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. q•-L. For Meeting of: June 5, 2012 ITEM TITLE: Resolution authorizing agreement modification No. 01 to the 2012 City of Yakima Foot Care Agreement with Yakima County, through the Southeast Washington Office of Aging and Long Term Care (ALTC) for the 2012 Geriatric Foot Care Services Program at the Harman Center SUBMITTED BY: Chris Waarvick, Director of Public Works Ken Wilkinson, Parks and Recreation Manager CONTACT Ken Wilkinson, Parks and Recreation Manager, 575 -6020 PERSON /TELEPHONE: SUMMARY EXPLANATION: Attached is a resolution authorizing an agreement modification to the ALTC Foot Care Agreement with Yakima County, through the Office of Aging and Long Term Care (ALTC) increasing the allocation from $21,000 to $42,000 for the 2012 Geriatric Preventative Foot Care Services Program at the Harman Center. The modification reflects revised unit rates and costs for Geriatric Preventive Foot Care Services through December 31, 2012. Also included is Yakima County Basic Agreement No. 2012 COY that has been updated May 2012. The Geriatric Preventative Foot Care Services Program has been offered since 1990. Resolution X Ordinance Other Agreements (specify) Contract: X Mail to: Kathleen Coffey, ALTC, P 0 Box 8349, Yakima, WA 98908 Contract Term: 1 -1 -2012 through 12 -31 -2012 Amount: $42,000 Expiration Date: 12 -31 -2012 Insurance Required? Yes Funding Aging and Long Term Grant Phone: 509 - 965 -0105 Source: APPROVED FOR 4 C Manager SUBMITTAL: STAFF RECOMMENDATION: Staff respectfully requests adoption of the resolution authorizing and directing the City Manager to execute Agreement Modification No. 01 to the 2012 City of Yakima Foot Care Agreement with Yakima County, through the Southeast Washington Office of Aging and Long Term Care (ALTC) including Basic Agreement No. 2012COY for the 2012 Geriatric Foot Care Services Program at the Harman Center. BOARD /COMMISSION RECOMMENDATION: ATTACHMENTS: Click to download Resolution O Agreement Amendment E Agreement • RESOLUTION NO. R -2012- A RESOLUTION authorizing and directing the City Manager to execute Modification No. 1 to the 2012 City of Yakima Foot Care Agreement with Yakima County, through the Southeast Washington Office of Aging and Long Term Care (ALTC) including Basic Agreement No. 2012COY for the delivery of Geriatric Preventative Foot Care Services Program at the Harman Center. WHEREAS, the City of Yakima desires that foot care services be provided to senior citizens; and WHEREAS, Yakima County, through its Office of Aging and Long Term Care, is willing to provide funding to the City for these services in accordance with the attached agreement; and WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to enter into the attached Modification #1 to the 2012 City of Yakima Foot Care Agreement with Yakima County, through the Office of Aging and Long Term Care, for the delivery of Geriatric Preventative Foot Care Services for the purpose of obtaining funding for foot care services for senior citizens, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized and directed to execute the attached and incorporated Modification No. 1 to the 2012 City of Yakima Foot Care Agreement with Yakima County, through the Southeast Washington Office of Aging and Long Term Care (ALTC) including Basic Agreement No. 2012COY for the delivery of Geriatric Preventative Foot Care Services Program at the Harman Center. The final agreement shall be approved as to form by the City Attorney. ADOPTED BY THE CITY COUNCIL this 5 day of June 2012. Micah Cawley, Mayor ATTEST: City Clerk AGREEMENT NO. MOD. NO. FUNDING SOURCE AGREEMENT PERIOD )012 Cr of Yakima TITLE III-B, Title III-D Foot Care 01 &SCSA 1/01/12- 12/31/12 THIS AGREEMENT MODIFICATION to Agreement No. 2012 City of Yakima. Foot Care is entered into this day of , 2012. This Modification shall consist of those points enumerated below and In no way alters any other terms or conditions of the original Agreement not specifically mentioned in this Agreement Modification. The purpose of this modification Is to amend as follows: 1) Increase the contract from $21,000 to $42,000. The funding sources. are: Title III - (CFDA #93.044) $25,600, Title III -D (CFDA #93.043) $10,000 and Senior Citizens Services Act (state) $6,400; 2) Revise the PAYMENT PROVISIONS Section P1. NINITS OF SERVICE, Part B., Part C. Anticipated. Service Level by Quarter and Part D. Anticipated Expenditure Rate by . Quarter 3) Revise Section V. PAYMENT CONSIDERATIONS; Contractor Signatures _ s Michael A. Morales, City Manager Lori J. Brown , rector City of Yakima SE Washington A ing and Long Term Care Date: Date: 51/C/)67 Attest: City Clerk. City Contract No. Resolution No. ^lte: 1 Contract Authorization Agteement 2012 city of Yakima Foot Care, Mod No 01 . 16, ezt . ..fr.. f , 6 -? • I;•• 1.2 ; Board of Yakima County Commissioners ii ,,tv ; t t • • .. • 7,`'`!`, • jta „: 1 Ra d Elliott, Chairman Silk V IP Attest: 'Tiera I Clerk of the ward Mic . - .ta7C. Wissloner Mandy Burkett BOCC351 Deputy Clerk of tile Board May 15, 2012 Apprbved As To Form: in .B� chey, Commissioner , dr. ° ling he Board of County Commissioners for Y. 1s Count Washington (-) Deputy Prosecuting Attorney W5 9'A '.5901 • 2 2012 AGREEMENT MODIFICATION #1 FOOT CARE STATEMENT OF WORK CITY OF YAKIIMA UNITS OF SERVICE C. Anticipated Service Level by Quarter: f]riainal Modified Upper Lower Uppper Lower - Month Valley Valley Total Valley Valley Total January - March 689 102 791 689 102 791 April - June 689 102 791 689 102 791 July - September 0 0 0 685 102 787 October - December 0 0 0 685 102 787 Total 1 204 1,582 2,748 408 3,:156. Anticipated Service Levels include 853 additional units for the Upper Valley and 122 additional units for the Lower Valley funded by donations and other program income. D. Anticipated Expenditure Rate by Quarter: Original Modified Upper Lower Upper Lower Month Valley Valley Total Valley Vaf Total January - March $9,000 $1,500 $1 $9,000 $1,500 $10,500 April - June $9,000 $1,500 $10,500 $9,000 $1,500 $10,500 July - September $0 $0 $0 $9,000 $1,500 $10,500 October- December $9,000 $1.500 $10500 Total $18,000 $3.000 $21,000 3 5000 $6,000 $42,000 V. PAYMENT CONSIDERATIONS As consideration for services, as described in the Specific Provisions of this Agreement and in accordance with the Budget Provisions of this Agreement, the County agrees to pay the Contract a sum not to exceed $42,000 from available; funds, This total sum shall be available' during the period January 1, 2012 through December 31 2012: These funds shall be used to provide Geriatric Preventive Foot Care services. Payment to. the Contractor shall be based on the unit rate of $19.00 in the Upper Valley and $21.00 per unit in the Lower Valley, less client donations. Client donations must be spent first before ALTC funds. 3 l.r. BASIC AGREEMENT No. 2.012 C COY between YAK1MA. COUNTY ALTC and CITY OF YA LIMA Table of Contents PURPOSE 1 I[ AUTHORITY OF THE DIRECTOR 1 111 EXTENT OF AGREEMENT -- ww - -__ 1 IV PERIOD OF AGREEMENT - 1 V COMPLIANCE WITH LAWS 1 VI ORDER OF PRECEDENCE VII RELATIONSHIP OF THE PARTIES 2 VIII DEFINITIONS 2_ IX SAFEGUARDING-OF INFORMATION - --- -- X TREATMENT OF ASSETS - -- - --- 3 XI LICENSING AND PROGRAM STANDARDS 4 XII STANDARDS FOR FISCAL ACCOUNTABILITY • 4 XI11 INSPECTION -- 5 XIV HOLD HARMLESS 5 XV AUDIT REQUIREMENTS 5 XVI INSURANCE AND E3ONDI/NIG 7 XVII NONDISCRIMINATION - 7 XVEtI INCIDENT REPORTING 9 XIX ASSIGNMENT AND SUBCONTRACTING 9 XX SEVERABILITY 9 XXI MODIFICATION - 9 XXII SUSPENSION, TERMINATION AND CLOSE -OUT 9 XXIII INDIVIDUAL RIGHTS. AND HIPAA 10 XXIV GRIEVANCE PROCEDURES ----- - - - - -- 11 XXV DEBARMENT AND EXCLUSION • - 11 XXVI CONFLICT OF INTEREST 11 XXVI1 CONVENANT AGAINST CONTINGENT FEES 11 XX V 1I I LOBBYING - - - - -- 12 XXIX PROHIBITION OF POLITICAL ACTIVITES - 12 XXX DISPUTES - 12 XXXI DRUG -FREE WORKPLACE 12 XX :XII REIMBURSEMENT LIMITS - -- 13 XXX [II VENUE - --- ___ 13 XXXIV CONDITION PRECEDENT - - - -- 13 CONTRACTOR SIGNATURES- 13 CONTRACT AUTHORIZATION 14 TIIIS BASIC AGREEMENT is entered into by and between YAKIMA COUNTY - SOUTIIEAST WASHINGTON AGING AND LONG TERM CARE, hereinafter culled "The County, "' who address is 1'O: Bo 8349 Prrkirna. Washington 98908, and CITY OF YAKIMA hereinafter called "the Contractor" whose address is 129 North Second Street, Yakima; Washington, 98901. I PURPOSE The purpose of this document is to establish a Basic. Agreement containing General Terms that shall be incorporated by reference into. any Contract executed between Southeast Washington Aging, and Long Term Care and the Contractor. II AUTHORITY OF THE DIRECTOR OF SOIUTHEAST WASHINGTON AGING AND LONG TERM CARE Toe County hereby, appoints and the Contractor hereby accepts the Director of Southeast Washington Aging and Long Term Care Or a. designee, as the County's representative for the purpose of administering the provisions of this Basic Agreement and subsequent Contracts, including the County's right to inspect facilities and records, to receive and act on reports and documents, to request and receive additional information from the Contractor, to approve budget revisions and payment changes, to approve fee schedules for services, to assess the general performance of the Contractor, to determine if contracted services are being. delivered. in accordance with Federal, Skate, and local laws and regulations, to approve subcontracts, and to suspend this Basic Agreement or any Contract. All actions taken by the Director shall be subject to approval by the County: The County reserves the right to terminate this Basic Agreement or any Contract and to commence civil action. for its enforecnient. III EXTENT OF AGREEMENT The Basic Agreement and Contract(s) contain all the terms agreed upon by the parties. No other understandings, written or oral, regarding the subject matter of this Basic Agreement or any Contract shall bind the parties. IV PERIOD OF AGREEMENT The terms of this Basic Alrectuent shall commence upon. the date of execution and shall, remain in full .force ,and effect until specifically modified or terminated by mutual assent of the parties regardless of the modification or termination in whole or in part of any Contract. This Basic Agreement supersedes any prior Basic Agreement executed between Yakiina County,- Southeast Washington Aging and Long Term Care and the Contractor. V COMPLIANCE WITII LAWS The Contractor, in performance of this Basic Agreement and any Contra.et, shall comply with all applicable Federal, State, and local laws and regulations including I-IIPAA. VI ORDER OF PRECEDENCE 'Unless otherwise provided in a Contract, any inconsistency'in the Basic Agreement or a Contract shall be:resolvcd by giving precedence in the followingorder.: A. - Applicable Federal and State lows andRegulations; 13. The terms and conditions of a Contract; - C. The terms and conditions of the Basic Agreement; D. Any otherpravisions incorporated in writing into the Basic Agreement or Contract. Page 1 of 14 Basle A .cement No.20I2COY VII RELATIONSIIIP'OIy THE PARTIES The parties agree that the Contractor is an independent contractor and not an agent or employee of the Agents, employees, or representatives -of the Contractor shall neither claim to be nor present themselves as employees, agents,, or representatives of the County for any purpose, Employees of the Contractor are not entitled to any benefits the County provides for its employees. VIII DEFINITIONS Terms used throughout this Basic Agreement shall have meanings as defined in the Washington Administrative Code (VAC ). Additionally, the following words shall have the meanings as indicated: Aging and Long Term Care — Southeast Washington Aging Long Term Care. Basle Agreement - This Agreement which identifies the Contractor and the general terms that apply when and if the County and the Contractor execute a Contract. The terms of the Basic Agreement are applicable to a Contract. Client - An individual applying for or receiving goods, services or benefits under a Contract, The terms Consumer, Customer, and Participant are synonymous. Contract - A document consisting of terms specific to contracted services, including Specific Provisions,. Payment ProviOlric and a ltudgct: Contracted Services - Those services to be provided by -tits Contractor under the berms of a Contract. Contractor - The individual or entity entering into this Basic Agreement with the County. If a Contract. is subsequently executed, the Contractor will deliver contracted services. Contractor includes authorized representatives and subcontractors retained to deliver contracted services. The term Business Associate is synonymous. Director - The Director of the Southeast Washington Aging and Long Term Care or designee. HIPAA — Health Insurance Portability and Accountability Act of 1996, 45 CFR 160, 164, privacy and security standards for Private Health Information, PHI Private Health information tnea.ns individually identifiable information relating to the past, present or future physical or mental health or condition dart individual, provision of health care to as individual, or the past, present or future payment for health care provided to an individual Subcontract - An agreement between the Contractor and a subcontractor, or between a subcontractor and another subcontractor, for the delivery of contracted services. The terra subcontract does not include the purchase of supplies or support services that do not direeity affect the.client's health or welfare. The term subcontract means subcontract in any tier. Subcontractor - An individual or ocher entity delivering contracted services under a separate agreement with the Contractor or another subcontractor. The individual or entity is bound by the same HWAA restrictions and conditions as the county and contractor.. The term "subcontractor" means subcontractor in any tier. IX SAFEGUARDING OF INFORMATION The use or disclosure by the Contractor of too tidentiat information and PIII concerning a client is prohibited without the written consent/authorization of the client, their designee, or responsible parent or guardian if the client is incompetent ©r a minor, or as otherwise' provided by law, except: Page 2 -of 14" Eiasic Amtccmcnt No.2012COY A. The Director or the Contractor may disclose information t� each other, the State of Washington, or the Federal government for purposes directly connected with the administration of ihis Basic Agreement or any Contract, Sueh information. includes. determining eligibility, delivering services, and participating in an audit. El The Director or the Contractor may disclose information to appropriate Federal agencies and the State of Washington for research, monitoring, statistical, and evaluation purposes. C. The Director arid the Contractor, may disclose P1-11 to each other for data aggregation Service's,. treatment; payment or health care operations. D. The contractor agrees to develop and use appropriate procedural, physical, and electronic safeguard/to prevent misuse or PM. The contractor must limit any use or- disclosure to the minimum amount necessary to accomplish the intended purpose. X TREATMENT OF ASSETS Real and personal property shall not be purchased under this E3asic Agreement or any Contract without prior written approval from the Director. An inventory of such property shall be completed annually and submitted to the Director A. Definitions: 1. Nanexpendable Personal Property means tangible personal property having a useful life Of more than one year and an acquisition cost of S$,040.0O or more per unit, unless defined otherwise by Contract. 2. Personal Property" means property of any kind except real property. 3. Acquisition •Cost means the amount expended for property, excluding interest and the book value (acquisition cost less depreciation) of any trade -in. 4. Useful Life of property means that useful service life as based. on the U. S. Department of Treasury,. Internal Revenue Service, policies on depreciations for tax purposes, unless the Contractor can document to the written satisfaction of the Director some different period. 13. Title to all property furnished by the County with County, State, or Federal funds shall remain wvith the County, the State of Washington, or the Federal Govenirnent as their respective interests may appear. C. Title to all noncxpcndable personal property purchased by the Contractor, the cost of which the Contractor is entitled to be reimbursed as a direct item of cost under a Contract, shall pass to and vest in the County or State of Washington, or Federal Government as their respective interests nary appear, upon delivery of such property. D. Nonexpendable personal property purchased by the Contractor under the terms of any Contract in which title is vested in the County; State,. or Federal Government shall not be rented, loaned, or otherwise passed to any person, partnership, corporation, association or organization without the prior written approval of the County, State, or Federal Government. E. Nonexpendable personal property furnished to or purchased by the Contractor, which is vested in the County, State, or Federal Government, shall be used only for the delivery of contracted services. F. As a condition precedent to reimbursement for the purchase of noncxpeudable personal property, tide to which shall vest in the County, Stale, Or Federal Government, the Contractor agrees to execute such security anreements and other documents as shall be necessary for the County, State, or Federal Government to protect their respective interests Page 3 of 14 Basic.Agrecrnent Nn.2012COY in such property in accordance with the Uniform Commercial Code-Secured Transactions as codified in Article 9, Title 62A, ROY. G. The Contractor shall be responsible: 1. For loss or damage to property of the County, State, or Federal Government that results from negligence, willful misconduct, or lack of good faith on .the part of the Contractor, 2. To maintain and administer property in accordance with sound management practices; and 3. To ensure that the property shall be returned to the County, State, or Federal Government in condition as good as when acquired, reasonable Wear and tear expected, H. Upon the loss, or destruction of or damage to County, State, or Federal Government property, the Contractor shall notify the Director thereof and shall take all reasonable steps to protect that property from further damage. L The Contractor shall surrender to the Director all property of the County, State, or Federal Government within 30 days after settlement upon rescission, termination, or completion of this Basic Agreement or the Contracts) for which the property was purchased, unless otherwi mutually agreed between the Contractor and the Director. J. The Director may, at his o.r her discretion, abandon in place property in which title is vested in the County, State, or Federal Government under the terms of this Basic Agreement insofar as permitted by law, rile, or regulation, and thereupon all rights and obligations of the County, State, or Federal Government regarding such abandoned property shall cease. XI LICENSING AND PROGRAM STANDARDS The Contractor shall comply with all applicable Federal, State, and local laws and regulations for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals, and other standards or criteria as described in this Basic Agreement or any Contract to assure quality of services. XII STANDARDS FOR FISCAL ACCOUNTABILITY A. The Contractor's fiscal management system shall: 1. Provide accurate, current, and complete disclosure of the financial status of each Contract; 2. Identify the source and application of all funds received for contracted services, distinguish costs of contracted services delivered under the terms of the Contract from all other costs and provide for accounting separation of all funds received; and 3. Report all revenue and expenditures to the Director in a manner consistent with • generally accepted accounting principles. 13. The Contractor agrees to maintain written accounting procedures. C. The Contractor agrees to: 1. Maintain records and documents that accurately reflect all direct and indirect costs related to the delivery of contracted services; and 2. Retain all fiscal and program records and other material relevant to a Contract according to the federal or state program m guidelines. Fiscal records must be retained until all audits are resolved. Page a of 14 Basic Agreement No.2012COY X:III INSPECTION A. The Contractor shall give access to its facilities and records to any authorized officer, employee or agent of the County, the State of Washington or the Federal Government at all reasonable times. Authorized persons shall .have the right to examine the Contractor's• performance, financial. records, and 1lIPAA documentation and perform other activities to determine the Contractor's compliance with the terms .cof this Basic Agreement, any Contract, and HIPAA., The. Director shall give the Contractor reasonable notice. of monitoring, auditing, observation and other visits by its officers and employees to the Contractor's place of business. B. The Director may require the Contractor to make reasonable changes in the contracted services and H1PAA practices, as completed or to be completed, if the contracted services tai l.ta.conform to the standards'and specifications set forth in the Contract. C. The Contra ctor shall notify the Ditcetor immediately of inspections, audits, ttccredituttons, or program reviews. related to the delivery of contracted services. The Contractor agrees to provide the Director copies of written reports of inspections, audits, accreditations or program, reviews within. 72 hours. XIV HOLD HARMLESS A. Indemnification, Defense, and Hold. Harmless: To the fullrsst extent permitted by law including RCW 4.24,115, the Contractor shall .indemnify, defend, and sane harmless the County and its officers, employees, agents, and volunteers from,all claims, suits, or actions brought for injurics to, or death of any persons, ordsrma.ges arising from or relating to the Contractor's performance of this Agreement or in consequence of any negligence or breach of contract related to the Contractor's performance of this.Agrevment caused in whole or in part by. any act or omission by the Contractor or the agents or employees of the Contractor related to performance of this Agreement. B. Contractor's Waiver of Employer's Immunity under Title 51 RCW: Contractor intends that its obligations to indemnify, defend, and hold harmless set. forth above in seetion 15 shall operate with full affect regardless of any provision to the Contrary in Title 51 RCW, 'Washington's Industrial Insurance Act. Accordingly, the Contractor specifically assumes all potential liability for actions brought by employees of the Contractor ugainsl the County and its officers, employees, agents, and volunteers, and,.solely for the purpose of enforcing the Contractor's obligations to indemnify,. defend; and hold harmless set forth above in section 1.5, the Contractor specifically Waives any immunity granted under the state industriid insurance law, 'Title 51 RCW. The parties have mutually negotiated this waiver. The Contractor shall similarly require that any subcontractor it retains in connection with its performance of this Agreement shall comply with the terms of this paragraph, waive any immunity granted under Title Si RCW, and assume all liability for: actions brought by employees of the subcontractor. XV AUDIT itEQUIREMENTS A. Definitions Single Audit means an audit that will encompass the entirety of the financial operations of the Contractor and .shall determine and report whether; 1. The financial statements of the Contractor present fairly its position and -the results of its financial operations in accordance with ,,generally accepted accounting principles, and whether. the Contractor has Complied with laws and regulations that may have a material efect upon the financial staternents; Page 5 of 14 tt Agreement No4012COY 2. The Contractor has internal controli.systcros to provide reasonable assurance that it is managing Federal financial assistance programs in compliance with applicable laws and regulations; and 3. The Contractor has complied with laws and regulations that may have .a material - effect upon each major Federal assistance prow - ant In testing Compliance for this section the auditor must select and test - a representative number of transactions from each major Federal assiStance program. Program�Specitle Audit means an .audit of one Federal program in accordance with Federal laws, regulations, or audit guides relative to that particular program. When a Contractor expends Federal Financial Assistance under only one .Federal program and the Federal program's 1a , regulations, or grant agreements do not requirr u financial statement audit of the Contractor, the Contractor may elect to have a program- specific audit. Sulirecipient means any person or government department, agency, or establishment. that receives federal financial assistance to carry out or administer a program but not an individual who is a beneficiary of such a program. Distinguishing characteristics of a subrccipient include such items as responsibility to meet compliance requirements, performance measured against meeting the .objectives of a program, responsibility for programmatic decision making, and determining eligibility for assistance. Vendor means an entity responsible for providing goods or services that are required for the conduct of a Federal program. Distinguishing characteristics of a vendor include such items as providing the ,goods or services within normal business operations, operating for a profit, providing similar goods or services to many different purchasers, operating in a competitive environment, and not having responsibility for adherence to program compliance requirements. Federal Financial Assistance' means assistance provided by a Federal agency in the form of .grants, contracts, cooperative agreements, loans, Joan guarantees, property, interest subsidies, insurance, food commodities, direct appropriations, and other assistance. It does not include direct Federal cash assistance to individuals. It includes awards received directly from Federal agencies or indirectly through other units of state and local governments. B. The Contractor, if a snbreelplent of Federal Financial Assistance and expends (from all sources) $500,000 or mare a year In Federal Financial Assistance, shall purchase annually a single or program - specific audit conducted for that year by a government auditor or public accountant who meets the standards for independence specified in the Government Auditing Standards. The Contractor agrees to: I. Adhere to the Office of Management and Budget (ON1B) Circular A -133 and other relevant Federal and State Requirements; 2. Provide.access to independent auditors to its .financial records; and 3. Maintain accounting records that will enable identification of all federal funds received and expended by the 0M13 Catalog of Federal Domestic Assistance number. C. The Contractor, if a subrecipient of Federal Financial Assistance and expends (from. all sources) Less than $500,000 per year in Federal awards is exempt from Federal audit requirements for that year, but records 'must be available for review or audit by appropriate ,officials of the Federal Agency, pass- through entity and 'the General Accounting Office (GAO). Page 6 of 14 Basic Agreement No.2O12COY D. The Contractor, ifa vendor, is exempt front Federal audit requirements but records must be available for review by appropriate.officials of Federal Agency, pass - through-entity, and the General Accounting Office. The Contractor agrcesto: 1. Ensure that transactions are in compliance with laws, regulations, and the provisions of Contractor grant.agreements; 2. Maintain accounting records that will dyable identification of all federal funds received and expended; and 3. Provide access. to its financial records by appropriate officials of the County, State, Federal Governrnent or their authorized representative. to determine program compliance. E. The Contractor shall ensure that the audit report, with management letter, is submitted to the Director within nine months after-the end of the audit period but no later than 30 -days after its receipt. XVI INSURANCE AND .BONDING A, The County certifies that it is insured as a member of the Washington Counties Risk Pool, and is otherwise self insured, and can pay for losses for which it is found liable. B. The Contractor shall, maintain occurrence based comprehensive general liability insurance and automobile liability insurance with minimum limits of S1,000,000 per occurrence and 52,000,040 aggregate, as well as Workers Compensation Contingent Employers Liability with minimum. limits of $.1,000,000 each accident or disease for each employee. Such insurance shall provide that Yakima County, its officers, employees, agents and volunteers are Primary Additional [n.sured's arider such insurance. The coverage provided under such insurance for such Primary .Additional lnsured's shall, be primary and. not contributory to any other coverage that may be available to. such Primary Additional insured's, Prior to commencement of any work under this. Agreement; the Contractor shall, provide proof Of such insurance including all Certificates of Insurance and endorsements pertaining to such insurance, and if requested; any policy pertaining to insurance required under this Agreement C. The Contractor agrees to maintain, without interruption during the term of a Contract a Fidelity Band in a minimum amount of 550,000, unless specified �." Fidelity s otherwise in the contract, which covers all individuals responsible for the administration of funds provided within the terms of a Contract. Certification of bonding shall be submitted to the Director within thirty days after execution afa Contract. D. The Contractor shall notify the Director immediately if either insurance or bonding coverage is terminated during the term of a Contract or is reduced below contractual requirements. XVII NONDISCRIMINATION A. The Contractor shall develop or adopt a nondiscrimination plan consistent with the Washington Slate Law Against Discrimination (RCW 49.+6}). 13. The. Contractor agrees that it shall not discriminate against any person on the grounds of race, creed; color, religion, national origin, sex,. sexual orientation, ago, marital status, ' political affiliation. or belief', or the presence of any sensory, mental or physical handicap .in. violation of the Washington State Law Against Discrimination (RCW Chapter 49.60) or the Americans with Disabilities Act (42 IISC 12101 et seq): In the event the Contractor Page 7 of 14 Basic Agreement No4012COY violates this, provision, ALTC may terminate this ..Agreement irnthediately and bar the Contractor from perforniing any services for ALTC in the future. The Contractor shall not: 1. Deny an individual contracted services or benefits; 2. Provide contracted services or benefits to an individual that are differ nt, or are provided in' a different manner, from those provided to others; 3. Subject an individual to segregation or separate treatment in any manner related to the receipt of contracted services or-benefits; or 4. Deny an individual an opportunity to participate in any program or afford an opportunity to do so that is different from that afforded others. C. The Contractor shall not use criteria or methods of administration that have the effect of subjecting individuals to discrimination because of race, creed, color, religion, national origin, sex, sexual orientation, plc marital status, political affiliation or belief, or the presence of arny`sensory, mental or physical handicap or have the effect of defeating or substantially impairing the delivery of contracted services t� the class of individuals mentioned above through the selection of 1. The types of contracted services or other benefits to be provided; 2. The class of individuals to whom,. or the situation in which, such contracted services . or other bencfts shall be provided; or 3. The class of individuals to be afforded an opportunity to receive contracted services or other benefits; In accordance of the Washington State Law Against Discrimination (RCW Chapter 49.60) or the Americans with Disabilities Act (42 USC 12101 et seq). In the event the Con.lraetor violates this provision, ALTC may terminate this Agreement immediately and bar the Contractor from performing any services for ALTC in the future. D. The Contractor shall comply with all Federal and State nondiscrimination rules, including; 1. The Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination against qualified individuals with disabilities and requires reasonable accommodations to the known physical or mental limitations of an otherwise qualified individual. 2. Title VI of the Civil Rights Act of 1964 as amended. 3. Section 504 of the Rehabilitation Act 1973 as•amended. 4. TheAge Discrimination Act of 1975 as amended. 5. The Washington State Law Against Discrimination, RCW 49.60. F. The Contractor shall have a written procedure for resolving complaints that allege a violation of Federal laws against discrimination. A copy 'shall be made available to clients and applicants for contracted services. Such procedures should include time frames far Contractor response or action: Persons wishing to file a complaint shall be advised in writing of their right to file their complaint within 180 days of the alleged act of discrimination directly with the Washington State Human Rights Commission, the U.S. Equal Employment Opportunity Commission,, the U.S. Department of Health and Human Services Office for Civil Rights, or the U.S. Department of Labor Office of Contract Compliance: Page•8 of 14 Basic Agreement Nn.2012COY F. The Contractor shall require subcontractors to fully comply with, the provisions. of this section, Including sanctions for. noncornpliancc. XVIII INCIDENT REPORTING The Contractor agrees to report any extraordinary incident to the Director, in writing, within three working days of the occurrence of an incident. A reportable incident is one that occurs or arises under this Basic Agreement or any Contract, and that involves: A. A death or injury, requiring inpatient' hospital care, of a client or person under the care, supervision, or control of the Contractor at the time of the incident; B. An act of violence -or serious crime in which the victim or the perpetrator is a client or person employed-by or under the care, supervision,, or control of The Contractor at the time of the incident; C. An incident of such public .concern that the I'lirector or the Board of Yakirna. County Commissioners may have a need to know;. or D. A loss of funding so great as to jeopardize the Contractor's ability to 'fulfill the terms of this Basic Agreement or any Contract. E Any unautheriz:cd uses/disclusures of which it becomes aware, and shall take -all reasonable - steps to mitigate the potentially harmful. et]ects of such breach. XIX, ASSIGNMENT ANp SUBCONTRACTING The Contractor shall not assign ar subcontract any portion of contracted services .unless the written subcontract has been reviewed and approved by the Director prior to the start of the subcontract.. All contracted services that arc not delivered directly by the Contractor must be delivered according to the terrns of this l3asic.Agrcement and°the Contract.. XX SEVERABILITY If any provision of this Basic Agreement shall be held invalid the invalidity shall not affect the other provisions of the Agreement: To that end, the provisions of this Basic Agreement are severable. XXi MODIFICATION No modification or waiver of any clause or condition of this Basic Agreement is binding upon either party unless such modification or waiver is in writing and executed by both parties. XXII SUSPENSION, TERMINATION AND CLOSEOUT If the Contractor fails to comply with the terms of this Basic Agreement, any Contract or IIIPAA, the Director May pursue such remedies as are legally available including the suspension or termination of this Basic Agreement or the Contract in whole or in part in the manner specified herein. A. Suspension - Tithe Contractor fails to comply or Is unable to substantiate full compliance with the terms of this Basic- Agreement or any Contract the Director may suspend this Basic Agrccrnent or the Contract in whole or in part pending corrective action or investigation, effective no. less than seven days following Written notification to the Contractor. The suspension shall remain in force until the Contractor complies to the satisfaction of the Director and is able to 'substantiate its full compliance with the terms of this Basic Agreement and the Contract. No obligation incurred by the Contractor during the period oif Suspension shall be allowable tinder this I3asic Agreement except: Page 9'. 14 Basic Agreement No.2.Q12COY 1. Reasonable, proper, and otherwise allowable casts that the Contractor could not avoid during the period ofsuspension; and 2. Discretionary costs that the Contractor incurred during the period.of suspension if the Contractor is able to substantiate complete compliance with the terms of this Basic Agreement and the Contract. B. Termination for Cause - The Director may, by written notice, terminate. this Basic Agreement or any Contract in whole or in part for substantial breach by the Contractor of duties under this Basic Agreement, any Contract or I IIPAA. in such an event, the Contractor shall be liable for reasonable damages, including the reasonable cost of procuring similar services actually procured, by the Director to fully execute the Contractor's duties.under:this Basic Agreement and. the Contract(s). C. Termination for Other Grounds - This Basic Agreement or any Contract may be terminated in whole or in part by: 1. Either party, upon thirty days advance written request, in which case the two parties shall devise by mutual agreement the conditions of termination including the effective date and in case of termination in part, the portion to be terminated. 2. The Director, immediately upon written notice, if funding is withdrawn or reduced to the extent that the continuation is not in the best interest of the County. D. Closeout - Upon expiration or termination of a Contract, in whole or in part,. the following provisions shall apply: 1. The County-shall pay to the Contractor all allowable reimbursable costs not covered by previous payment upon submittal of a final invoice, subject only to the right reserved to the - parties in the event of a dispute as provided in subparagraph "3" below. 2. The Contractor shall pay to the County moneys received from the County in excess of allowable costs, subject only to the right reserved to the parties in the event of a dispute as provided in subparagraph "3" below. 3. In the event the Director and the Contractor are unable to agree upon amounts due as provided in subparagraphs "1" or "2" above, either party shall have the right to withhold the disputed amount from final payment pending a final audit, and then pay such amounts as the audit determines are payable. 4, The Contractor shall submit all required financial and performance reports and claims for payment within thirty days after the end of the contract unless a different period is set by the County. 5. M the option of the Director, the contractor shall return or destroy all P111 created or received from or on behalf of the county and provide appropriate cdocumentation evidencing procedure. The contractor agrees that it will not retain any copies of PHI except as required by law. If return or destruction of'all PHI, and all copies Of PIII, is not feasible, contractor agrees to extend the protections of this Contract to such information for as long as it is maintained. E. Notices shall be delivered by U.S. mail to the address stated in the first paragraph of this Agreement or such other address provided by the Contractor in writing to the Director. XXIII INDIVIDUAL RIGHTS AND HIPAA The contractor shall make all PHI and related information in its possession available: Page 10 of 14 Basic Agreement Na.2412CO1 A. To the individual or hisfher pc rsonnl.represenlative or to the county, for inspection and copying. B. To the individual or his/her personal representative onto the county to fulfill anyobligation to.account for disclosures of PHI. C. To the county to fulfill any obligation to amend PHI and related information and shall incorporate any amendments or related statements into the information the contractor holds and notify any subcontractors or agents.of amendments. NXI V GRIEVANCE PROCEDURES The Contractor shall have a written procedure for resolving grievances. A copy shall be made available to clients and applicants for contracted services. Such procedures should include lime frames for filing a - grievance and provide opportunities for informal and formal resolution. For grieNTUnc0 rtrisitt, from the delivery of contracted, services, the gricvaancc procedures must include the right of the grievant to appeal to the Director. Applicants and clients. shall be advised of the grievance procedures and their right to due process if they feel they have been wrongfully denied or terminated from services. XXV DEBARMENT 1 AND EXCLUSION A. The Contractor shall and does certify it is not debarred, suspended, .ineligible. or voluntarily excluded from participation in Federal assistance programs. The Certification will be signed and submitted to the Director before the execution of this Basic Agreement. B. The Contractiar shall provide imrn.cdiate written notice to the Director if at. any time the Contractor Icarus that its certification was erroneous when submitted or has bee me erroneous by reason of changed circumstances. C. The Contractor shall not knowingly assign or subcontract any portion of contracted services to. a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation. XXVI CONFLICT OF INTEREST The Director may, by written notice to the Contractor, terminate this Basic Agreement in whole or in part if it is found after due notice and hearing that any of the following laws have been violated in obtaining or amending this Basic Agreement or any Contract or in making determinations with respect to this Basic Agreement or any Contract: A. RCW 42.20, Misconduct of Public Officers; B. RCW 42.23, Code of Ethics for Municipal Officers- Contract Interests. C. RCW 42.52, Ethics in Public The County shall not be liable for payment for services rendered under any Contract to the extent this Basic Agreement or the Contract was entered into in violation of this clause. XXVII COVENANT AGAINST CONTINGENT FEES The Contractor shall assure that no person or agency has been employed or retained on a contingent fee for the purpose of seeking or Obtaining a Contract. This does not apply to- legitimate employees or an established commercial or selling .agency maintained by the Contractor for the purpose of securing business. in the event of breach of this clause by the Contractor, the Director may A. Annul this Basic Agreement or the Contract in whole•or in part without any liability; or . Page 1 i of 14, Basic Agrtcmrnt No.2612COY B. Deduct, or similarly recover from the consideration of the Contract, the amount of - the contingent-fee. XXVIII LOBBYING A. Federal requirements (U.S.C. 7'itic 3`1, §1352): 1. No,Fcderal appropriated funds may be paid, by or on behalf of Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee ofCongress or an employee of a Member of Congress in connection with the making of any Federal grant:, the entering into of any cooperative agreement and the extension, continuation, renewal, amendment, or modification of any Federal grans or cooperative agreement_ If non- Federal funds are used, the Contractor shall complete, and submit Standard Forcn- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 2. The Contractor, if a recipient of a grant or cooperative agreement over S100,000, shall and does certify, that it did and will comply with these Federal requirements. The Certification will be signed .and submitted to the Director before the execution of this Basic Agreeeinent. • B. State requirements (RCW 42.17.020 (27); RCW 42.17.190; RCW 34.05): No public funds may be used directly or indirectly to attempt to influence the passage or defeat of any legislation by the legislature of the State of Washington, or the adoption or rejection of any rule,. standard, rate, or other Legislative enactment of any State agency under the State Administrative Procedure Act. Provided, This does not prevent the Contractor from communicating with a member of the legislature on the request of that member or requesting legislative action or appropriations through- appropriate channels: IX PROHIBITION OF POLITICAL ACTIVITIES No funds, material, property or contracted services provided under the terms of -this Basic Agreement or any Contract shall be used for partisan political activity or to further the election or defeat of any candidate for public office. XXX DISPUTES Any dispute arising under this Basic Agreement or any Contract, including a disputed complaint or grievance resolution, shall, unless otherwise provided in This Basic Agreement or the Contract, be submitted in writing to the Director for settlement under Southeast Washington Aging and Long Term Care's Dispute Resolution Procedures. XXXI DRUG- -FREE• WORKPLACE. A. The Contractor shall and does certify it provides a drug-free 'workplace in compliance with the Drug -Free Workplace Act (Public Law 100 -690 Title - V, .Subtitle D). The Certification Will be .signed and submitted to the Director before the execution of this Basic Agreement: 13. The Contractor _shall publish a statement notifying employees of prohibitions against use, manufacture, distribution or possession of controlled substances in the workplace and specific actions that will be taken in the event of non - compliance. Employees shall be notified that,. as a condition of employment, they r must abide by the terms of the statement and notify the employer in writing of any conviction for a criminal drug statue- occurring in the workplace within five calendar days after such conviction. This statement shall at a minimum be distributed to all employees engaged in the delivery of contiactcd.serviccs: Page 12 of 14 Basic Agreement Ni .2012C0Y C. The Contractor shall establish an on -going drug -free awareness program to inform employees about: 1. The dangers of drug abuse in-the r workplace; 2. The contractor's policy of innintaining a drug -free workplace; 3. me mobility of drug counseling, rehabilitation, and employee assistance programs; and 4. The, penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. XXXII RETMDURSEMENT LIMITS The sum of payments to the Contractor for a. contracted service shall not exceed the contracted unit rate or the contracted amount whichever is greater: In the event.payntents to the Contractor exceed. this limit, the overpayment shall, be returned to the County or deducted from the next Claim for Payment submitted:by the Contractor. XXXIII VENUE- This Basic Agreement and all. Contracts shall be governed by the laws of the State of Washington. Any action, suit, or judicial proceeding for the enforcernent of this Basic ' Agreement or any Contract shall be brought in the Superior Court for the State of Washington in Yak County, Washington.. XXXIV CONDITION PRECEDENT This Basic Agreement shall not be binding upon the County until signature on behalf of the County is authorized by Resolution (Witte Board of Yakima County Commissioners. Contract $ignrtwz s YAKIMA COUNTY CONTRACTOR SOUTHEAST WASHINGTON OFFICE OF CITY OF YAKIMA AGING & LONG TERM CARE Lori Brown, Director Michael Morales, City Manager Date Date - Page 13 of 14 Basic Agreement No.2O12COY , ContractApthorikatioil , it n 1 0 BOARD OF YAKIMA COUNTY COMMISSIONERS 0 .-„. „)...:.. it 0 i PM 0% J. Ry Chairman Wit Aiiii•i., Attest Tiera 'irard -.,.. ---,--„mism. Clerk of the : ... d 4 ,...-----, --,„ Ichael 0. Leta, Commissioner Mandy Burkett BOCC352-2012 Deputy Clerk oldie Board May 15, 2012 Approved as to Forim 1(4/" 'chey, Commissioner pP P AT . litilti the &aro' of County Commissioners p ty f, ra • County Washington De Prosecuting Attom0 ,-: Page 14 of 14 il3SiC Agrecmcnt No.2012COY CERTIFICATIONS REGARDING LOBBYING; DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS; AND DRUG -FREE WORT . .PLACE REQUIREMENTS Signature of this form pruvides for compliance with certification requirements under the "New Restrictions on 'Lobbying," - 3overnment -wide Debarment and Suspension (Nonprocurement) and Government -wide Regiiircments. for Dnig -Free Norkplace (Grants)." The certifications shill be treated as a material representation of fact upon whichrelinnce was placed when this basic agreement was entered into, 1. LQB11YING As required by Section 1352, Title 31, of the U,S. Code for persons entering into a grant or cooperative agreement (including su.bawards) over $100,000, the contractor certifies trait: A) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or einplayee.ofany agency,, a.Mernbci of Congress, an officer or employee of Congress., or an employeeof a Member of Congress ire connection with the making of any rederaf giant, the meting into of any cooperativc arm the extension, continuation, renewal, amendment, or modification of any Federal grant or'cooperntive agreement; B) If any funds other than Federal appropriated funds have been paid or will be paid to any, person.for influencing or attempting to influence an officer-or employee of any agency, a Member of Congress, an officer or employee of Congress or an employee of a Member of Congress in connection With this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL,"Disclosure Fonn to Report Lobbying," in accordance with its instructions; C)i Thc.undersignedshall require that the language of this certification be included in the award.documents feral! subawards at all tiers (including subgrants, contracts under grants and cooperative agreements, and subcontracts) and that -all subrccipients shall certify and disclose accordingly. 2; DEIIARMIF IT,.SITSPENSION, AND OTHER RESPONSIBILITY MA'rrERss s required by the certification requirements under the regulations implementing Executive Order 12549, Debarment and Suspension the - contractor certifies that it and its principals: A) Are not presently debarred; suspended, proposed for debarriient, declared ine1igiblc,`or voluntarily`excludcd from participation in covered transactions by any Federal department or agency; B) Have not within a three -year period this Agreement been eativieled of or had a civil judgment rendered against then for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain,.or performing a public (Federal, State, or local) transaction orccintract under a public transaction, violation of Federal or State antitrust statutes or commission or embezzlcmcnt, theft, forgery, bribery, falsification or destruction of records, Making false staterrients, or receiving stolen property; and C) Are not presently indicted for or otherwise criminally or civilly charged by a Government entity (Federal, State, or local) with conunission.ofany offenses enumerated in paragraph (B) oft this certification. 1, here the contractor is unable to certify to any of the statements in this certification, he or she shall attach an explanation to this application. 3. DRUG- FREE•WORKPLACE M required by the Drug -Free Workplace Act of 1988 (Pub.L. 1043-690; Title V, Subtitle D) and implemented through additions to the Debarmnent and Suspension regulations, published in. the Federal Register on January 31, 1989,_ and May 25, I990: A) The Contractor certifies that it will or will continue to provide a drug -free workplace by: 1) Publishing a statement.notifying employees that the unlawful Manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the contractor's workplace and specifying the actions that will be taken: against employees for violation of such prohibition; 2) Establishing art ongoing.drug -free uwrareness'.progmm to•inforin,employecs'about a) The dangers ofdrug.abuse in the workplace; b) The contractor's policy of maintaining a drug -free workplace; c) Any available drug counseling, rehabilitation, and eniployce assistance programs; and d) The penalties that nmy be.irnposed upon employees for drug .abuse violations occurring in the workplace; 3) Making it a.requirement that each employee to be engaged in the performncc of the contract be given a copy of the statement required .by paragraph (1) ; 4) Notifying the employee in the staterncnt required by paragraph (1) that, as a condition of employment under the contract, the employee with a) Abide by the terms of the statement; and b) Notify the employers in writing of his or her conviction for a violation of a criminal drug statue occurring in the workplace not later than five calendar days after such conviction; 5) Notifying the County, in writing,. within ten calendar days after receiving notice under subparagraph (2)(b) from an employee or otherwise receiving actual notice of such conviction, Employers of convicted employees must provide notice, including position title, to cvcry grant officer or other designee on whose contraci activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices. Notice shalt include the identification number(s) of each affected contract; 6) Taking one of the following actions, within 30 calendar days of receiving notice under subparagraph (4)(b), with respect to any employee who is so convicted. a) Taking appropriate personnel action against such an employee, up to and including termination, consistent with the of the Rehabilitation Act of 1973, as amended; or b) Regyiring.such employee to participate satisfactorily in a drug abuse assistance or rehabilitation prngrarn approved for such purposes by a.Federai, State Or local health, law enforcement, or other appropriate agency; 7) Making a good faith effort to continue.to maintain a drug- free workplace through implementation of paragraphs (1),(2),(3),(4),(5), and (6). 13) Insert in the space provided below the site(s) for the performance of work done in connection with the specific contract: _ of iraace (Stara; i4dress, cntrntya:ss'lal& sap eo'dc. G'fi'ee':►`st~^ai )mces`oa i`lis' As the duly authorized representative of the Contractor, 1 hereby certify that the Contractor will comply with the above certifications. City of Yakima Michael Morales, City Manager • 'Si i iii 06:1 f_ :(