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Contracts with Reliable Enterprises, Morningside, Lewis County Work Opportunities, Compass, and Washington Initiative for Supported Employment BEFORE THE BOARD OF COUNTY COMMISSIONERS OF LEWIS COUNTY, WASHINGTON IN RE: Approve contracts between Lewis County and ) Reliable Enterprises, Morningside, Lewis County ) Work Opportunities, Compass, and Washington ) RESOLUTION No. 18- D�O Initiative for Supported Employment (WISE) WHEREAS, the Board of County Commissioners, Lewis County, Washington, has reviewed the contracts between Lewis County and Reliable Enterprises, Morningside, Lewis County Work Opportunities, Compass, and WISE; AND WHEREAS, funding is available from the Washington State Department of Social and Health Services, Division of Developmental Disabilities to provide employment services to adults with developmental disabilities to Reliable Enterprises for a maximum consideration of $385,609, Morningside for a maximum consideration of $241,740, Lewis County Work Opportunities for a maximum consideration of $83,680, Compass for a maximum consideration of $35,000, and WISE for a maximum consideration of $30,000 for a Maximum Total Consideration of $776,029; AND WHEREAS, the effective dates for the contracts with Reliable Enterprises, Morning- side, Lewis County Work Opportunities, and WISE are from July 1, 2017 through June 30, 2018, and the contract with Compass is from January 1, 2018 through June 30, 2018; AND WHEREAS, it appears to be in the best public interest to authorize the execution of said contracts for Lewis County; NOW, THEREFORE BE IT RESOLVED that contracts with Reliable Enterprises for $385,609, Morningside for $241, 740, Lewis County Work Opportunities for $83,680, and WISE for $30,000 from July 1, 2017 through June 30, 2018, and Compass for $35,000 from January 1 , 2018 through June 30, 2018 for a total consideration of $776,029 are hereby approved and the Director of Public Health & Social Services is authorized to sign the same. DONE IN OPEN SESSION this D day of , 2018. APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS Jonathan Meyer, a • ting Attorney LEWIS COUNTY, WASHINGTON By: Da id ine --Edn. J. Fund, C (it Deputy Prosecuting Attorney G ATTEST: ••`N,\SCOCTNy • Robert C. ac on, Vice Chair i 4 /%OARbO��gs• SING E • .‘4 jO 1545 -r°_• Rieva Lester, Clerk of th•0b4rd S,� _ Gary Stamper, ember ••b1V'SistC'o• Executive Summary For Municipal Service Contract with Reliable Enterprises, Morningside, Lewis County Work Opportunities, Compass, WISE Description The State Department of Developmental Disabilities contracts with Lewis County to oversee the administration of grant money for employment services to adults with developmental disabilities. This Municipal Service Sub-Contract requires that Reliable Enterprises, Morningside, and Lewis County Work Opportunities provide employment services to adults with developmental disabilities residing in Lewis County. The duration of Reliable, Morningside, Lewis County Work Opportunities, and WISE contracts is July 1, 2017 through June 30, 2018. The duration of the Compass contract is January 1, 2018 to June 30, 2018. Recommendation Approve resolution Budget Impact Fund: 104-613-000-000-334-04-68-10 Maximum Consideration — Reliable Enterprises: $385,609.00 Maximum Consideration — Morningside: $241 ,740.00 Maximum Consideration — Lewis County Work Opportunities $ 83,680.00 Maximum Consideration — Compass: $ 35,000.00 Maximum Consideration — WISE $ 30,000.00 Maximum Total Consideration $776,029.00 These funds were anticipated for the 2017 and 2018 County Fiscal Year. Cover Letter: Lewis County Work Opportunities, 122 Sears Rd, Chehalis, WA 98532; Morningside, PO Box 7936, Olympia, WA 98507; Reliable Enterprises, PO Box 870, Centralia WA 98531 W.I.S.E, 100 S. King Street, Suite 260 Seattle, WA 98104 Compass, 5709 W. Sunset Hwy., Suite 100 Spokane, WA 99224 360 NW North Street Public Health & Social Services Chehalis WA 98532 LEWIS COUNTY __.._. Ira,httt toss's First C,os+utp Professional Services Contract Contract#: RO1-0001-18 Contract Name: Reliable Developmental Disability Services Preamble 1. Purpose This contract is entered into between Lewis County, hereinafter called County, and Reliable Enterprises, hereinafter called Contractor, for the purpose of providing services to persons with developmental disabilities. 2. Parties Each party to this contract shall have a contract representative empowered to enter into this contract on behalf of their party. Each party may change its representative upon providing written notice to the other party. The parties' Contract Representatives for this contract are: For the County: Contract Officer Meja Handlen, Contracts Coordinator 360-740-1418 p 360-740-1185 f meja.handlen@lewiscountywa.gov For the Contractor: Executive Director Brett Mitchell, Executive Director 360-736-9558 p 360-736-1436 f bitchell@reliableenterprises.org 3. Authorization Only the Lewis County Board of County Commissioners, Director of Lewis County Public Health & Social Services, or its designated Contract Officer identified herein, shall have the expressed, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this contract. Furthermore, any alteration, amendment,modification, or waiver of any clause or condition of this contract is not effective or binding unless made in writing and signed by the Lewis County Board of County Commissioners, Director of Lewis County Public Health& Social Services, or its Contract Officer. Danette D. York, M.P.H., G.P.H. Director o 360.740.1223 F 360.740.1472 TDD 360.740.1480 Rachel Wood, M.D., M.P.H. Health Officer Professional Services Contract RO1-001-18 Reliable 12/18 4. Contract Term The term of this contract shall commence and terminate as stated in Exhibit A: Statement of Work and Reporting Requirements attached hereto. 5. Contractor Representation Contractor represents by signing this contract that it is qualified and possesses the necessary capabilities and sufficient skills, including technical and professional skills where required and has the necessary licenses and certifications to perform the services set forth in this contract. 6. Mutually Negotiated County and Contractor acknowledge and by signing this contract agree that this contract has been mutually negotiated and agreed to by both parties. Page 2 of 22 Professional Services Contract RO1-6D1-18 Reliable 11/18 Signatures The terms and conditions of this contract, including all attachments and subsequent amendments, constitute the entire and exclusive understanding between the parties. Except as provided for in section 23 of this contract, no other understandings,writings, and communications, oral or otherwise, regarding the subject matter of this contract shall exist to bind the parties. The parties signing below represent they have read and understand this contract, and have the authority to execute this contract. NOTE: In accordance with Resolution 16-344, this contract is subject to approval by the Lewis County Board of County Commissioners if the total dollar value identified in Exhibit B equals or exceeds $40,000 in one calendar year. The Lewis County Board of County Commissioners delegates contract approval authority to the Director of Lewis County Public Health & Social Services if the total dollar value identified in Exhibit B is less than $40,000 in any calendar year, subject to all provisions in Resolution 16-344. For the County Lewis County Public Health & Social Services 360 NW North Street Chehalis, WA 98532 County signature: Danette D. York, MPH Public Health & Social Services Director Date: dii425/49' For the Contractor Reliable Enterprises PO Box 870 Centralia, WA 98531 203 West Reynolds Centralia, WA 98531 Contractor signature: „AK/I �� = _ E�� •�i - Name and title Date: / 22- - /7 Approved as to Form .••• Jonathan Meyer Attest: .`Scciu rx�•• Prosecuting Att r► •y •°v`` ,5 G■A s�r� • / � / SINCE \�o By: *(nam, /� (Clerk of the Board) • � 1 X45 •(title) •® "Zs tio��� • o � •®oroaNrs W- • Page 3 of 22 Professional Services Contract R01-001-18 Reliable 12/18 Table of Contents Preamble 1 1. Purpose 1 2. Parties 1 3. Authorization 1 4. Contract Term 2 5. Contractor Representation 2 6. Mutually Negotiated 2 Signatures 3 General Terms and Conditions 6 1. Scope of Contractor's Services 6 2. Accounting and Payment for Contractor Services 6 3. Assignment and Subcontracting 6 4. Independent Contractor 6 5. No Guarantee of Employment 7 6. Taxes 7 7. Regulations and Requirements 7 8. Public Records Law 7 9. Nondiscrimination 8 10. Political Activity Prohibited 8 11. Right to Review 8 12. Modifications 8 13. Termination 8 14. Termination for Default 8 15. Termination for Public Convenience 9 16. Suspension of Performance and Resumption of Performance 9 17. Termination Procedures 10 18. Defense and Indemnity Agreement 10 19. Insurance Coverage 10 20. Resolution of Conflicts 10 21. Disputes, Venue and Choice of Law 11 22. Records Maintenance 11 23. Contractor Commitments, Warranties and Representations 11 24. Recapture 11 25. Patent/Copyright Infringement 12 Page 4 of 22 Professional Services Contract R01-001-18 Reliable 12118 26. Ownership and Use of Items Produced 12 27. Confidentiality 12 28. Ethics/Conflicts of Interest 13 29. Information System Security 13 30. Protection of Personal Information 13 31. Certification of Work 13 32. Contract Amendments 13 33. Notice 13 34. Debarment Certification 14 35. Severability 14 36. Conformance 14 37. Waiver 14 38. Survival 14 39. Entire Agreement 14 Special Terms and Conditions 15 S-1.Applicable Regulations 15 S-2.Written Policies and Procedures 15 S-3.Data Entry/Security 15 Exhibit A: Statement of Work and Reporting Requirements 16 Exhibit B: Budget, Invoicing, and Contractor Payment 19 1. Budget Detail 19 2. Compensation 19 3. Invoice Timeframe 19 4. Eligible Use of Funds 19 6. Duplicate Payment 19 7. Audit 20 8. Future Non-Allocation of Funds 20 9. Errors and Omissions Uncompensated 20 Exhibit C: Insurance Coverage 21 1. Commercial General Liability Insurance Policy 21 2. Automobile Liability 21 3. Fidelity Insurance 21 4. Business Property 22 5. Industrial Insurance Waiver 22 6. Volunteer Medical Protection 22 Page 5 of 22 Professional Services Contract R01-001-18 Reliable 12/18 General Terms and Conditions 1. Scope of Contractor's Services The Contractor agrees to provide to the County services, reports, and any material set forth in Exhibit A: Statement of Work and Reporting Requirements during the contract term.No material, labor, or facilities will be furnished by the County unless otherwise provided for in this contract. 2. Accounting and Payment for Contractor Services Payment to the Contractor for services rendered under this contract shall be as set forth in Exhibit B: Budget, Invoicing and Contractor Payment attached hereto. Unless specifically stated in Exhibit B or approved in writing in advance by the Contract Officer for this contract, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in the performance of this contract. The Contractor acknowledges that the entire compensation for this contract is specified in Exhibit B and the Contractor is not entitled to any County benefits including, but not limited to, vacation pay,holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Lewis County employees. 3. Assignment and Subcontracting Unless otherwise provided for in this contract, no portion of this contract may be assigned or subcontracted to any other individual, form, or entity without the express and prior written approval of the Contract Officer. Should the Contractor wish to subcontract, assign or delegate any or all of its rights or duties hereunder, it shall tender a detailed written request to the Contract Officer. Unless the Contractor receives written authorization to subcontract, assign, or delegate within 30 days, its request shall be deemed to have been denied. If the County approves subcontracting, the Contractor shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. The County, in its sole discretion, in writing may: (a)require the Contractor to amend its subcontracting procedures as they relate to this contract; (b) prohibit the Contractor from subcontracting with a particular person or entity; or(c) require the Contractor to rescind or amend a subcontract. 4. Independent Contractor The Contractor's services shall be furnished by the Contractor as an independent Contractor and nothing herein shall be construed to create a relationship of agent, employee, or servant of the County. The Contractor specifically has the right to direct and control Contractor's own activities in providing the agreed services in accordance with the specifications set out in this contract. The Contractor shall have and maintain complete responsibility and control over all of its subcontractors, employees, agents, and representatives. No subcontractor, employee, agent, or representative of the Contractor shall be or deem to be or act or purport to act as an employee, agent, or representative of the County. Page 6 of 22 Professional Services Contract R01-001-18 Reliable 12/18 The Contractor shall assume full responsibility for the payment of all payroll taxes, use, sales, income, or other form of taxes, fees, licenses, excises, or payments required by any city, county, state or federal legislation which is now or may during the term of this contract be enacted as to all employees, agents or representatives of the Contractor and as to all duties, activities, and requirements by the Contractor in performance of the work on this project. The Contractor shall assume full responsibility for ensuring all staff members hired or subcontracted under this contract are eligible to work according to all applicable state and federal laws. 5. No Guarantee of Employment The performance of all or part of this contract by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee an employment of the Contractor or any employee, agent or representative of the Contractor or any subcontractor, or any employee, agent or representative of any subcontractor by the County at the present time or in the futures. 6. Taxes The Contractor understands and acknowledges that the County will not withhold federal or state income taxes. Where required by state or federal law, the Contractor authorizes the County to make withholding for any taxes other than income taxes. All compensation received by the Contractor will be reported to the Internal Revenue Service and Washington State Department of Revenue in accordance with federal and state regulations. The Contractor is solely liable for any tax obligation arising from the Contractor's performance of this contract. The Contractor hereby agrees to indemnify the County against any demand to pay taxes arising from the Contractor's failure to pay taxes on compensation earned pursuant to this contract. The County will pay sales and use taxes imposed on goods and services acquired hereunder as required by law. The Contractor shall pay all other taxes including, but not limited to, Business and Occupation Tax, taxes based on the Contractor's gross or net income, or personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. 7. Regulations and Requirements This contract shall be subject to all laws, rules, and regulations of the United States of America, the State of Washington, and political subdivisions of the State of Washington, and to any other provisions set forth in Special Terms and Conditions. 8. Public Records Law The Contractor shall assist the County in fulfilling all obligations of the County under the Washington Public Records Act (chapter 42.56 of the Revised Code of Washington). In the event that the Contractor fails to fulfill its obligations pursuant to this section and due in whole or in part to such failure a court of competent jurisdiction imposes a penalty upon the County for violation of the Public Records Act, Contractor shall indemnify the County for that penalty, as well as for all costs and attorney fees incurred by the County in the litigation Page 7 of 22 Professional Services Contract R01-001-18 Reliable 12/18 giving rise to such a penalty. The obligations created by this section shall survive the termination of this contract. 9. Nondiscrimination The Contractor or any employee, agent or representative of the Contractor or any subcontractor shall not discriminate against any person in the performance of this contract in the performance of any of its obligations hereunder on the basis of race, color, creed, ethnicity, religion, national origin, age, sex, marital status, veteran or military status, sexual orientation or the presence of any disability. Implementation of this provision shall be consistent with Section 49.60.400 of the Revised Code of Washington. The Contractor must comply with the American with Disabilities Act of 1990, Public Law 101-336, including but not limited to protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 10. Political Activity Prohibited None of the funds provided under this contract shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office or ballot measure. However, no person engaged to perform such services pursuant to this contract shall be precluded from devoting income derived from such services to any lawful political activity, or to the support of a candidate for public office or of a ballot measure. 11. Right to Review This contract is subject to review by any federal or state auditor. The County or its designee shall have the right to review and monitor the financial and service components of this contract by whatever means are deemed expedient by the Contract Officer. Such review may occur with or without notice and may include, but is not limited to, on-site inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the contract and its performance, and any and all communications with or evaluations by service recipients under this contract. 12. Modifications Either party may request changes in the contract. Any and all agreed modifications shall be in writing, signed by each of the parties. 13. Termination Either party may terminate this contract upon 30 days' prior written notification to the other party. If this contract is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this contract prior to the effective date of termination. 14. Termination for Default If the Contractor defaults by failing to perform any of the obligations of this contract or becomes insolvent, or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. mail, postage prepaid, terminate the contract, and at the County's option, obtain performance of the work elsewhere. Page 8 of 22 Professional Services Contract R01-001-18 Reliable 12/18 Any extra cost of damage to the County resulting from such default(s) shall be deducted from any money due or coming to the Contractor. Any remaining deficiency shall be payable to the County by the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, as may be applicable under Exhibit A, including all increased costs for completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. If notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. 15. Termination for Public Convenience The County may terminate the contract in whole or in part whenever the County determines, in its sole discretion, that such termination is in the interests of the County. Whenever the contract is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contract prices for completed items of work. The County shall make a reasonable, equitable adjustment in the contract price for partially completed items of work, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this contract by the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County. 16. Suspension of Performance and Resumption of Performance In the event of government closure, suspension or limitation of funding in any way after the effective date of this contract and prior to normal completion, the County may give notice to the Contractor to suspend performance as an alternative to termination. The County may elect to give written notice to the Contractor to suspend performance when the County determines that there is a reasonable likelihood that the funding insufficiency may be resolved in a timeframe that would allow performance to be resumed prior to the end date of this contract. Notice may include notice by facsimile or email to the Contractor's Representative. The Contractor shall suspend performance on the date stated in the written notice to suspend. During the period of suspension of performance, each party may inform the other of any conditions that may reasonably affect the potential for resumption of performance. Notice may be contingent upon the occurrence or non-occurrence of a future event; e.g. the failure of the State of Washington to pass a budget by a date specified in the notice. When the County determines that the funding insufficiency is resolved, the County may give the Contractor written notice to resume performance and a proposed date to resume performance. Upon receipt of written notice to resume performance, the Contractor will give written notice to the County as to whether it can resume performance, and, if so, the date upon which it agrees to resume performance. If the Contractor gives notice to the County that it cannot resume performance, the parties agree that the contract will be terminated retroactive to the original date of suspension of performance. If the date the Contractor gives notice it can resume performance is not acceptable to the County, the parties agree to discuss an alternative acceptable date. If an alternative date is not acceptable to the County, the Page 9 of 22 Professional Services Contract RO1-001-18 Reliable 12/18 parties agree that the contract will be terminated retroactive to the original date of suspension of performance. If the funding issue is not resolved, the County may terminate the contract under the "Termination for Convenience" clause. 17. Termination Procedures After receipt of a notice of termination, except as otherwise directed by the County, the Contractor shall: i. Stop work under the contract on the date and to the extent specified in the notice; ii. Place no further orders or subcontracts for materials, services, or facilities related to the contract; iii. Assign to the County all of the rights, title, and interest of the contractor under the orders and subcontracts so terminated, in which case the County has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. Any attempt by the Contractor to settle such claims must have the prior written approval of the County; and iv. Preserve and transfer any materials, contract deliverables and/or County property in the Contractor's possession as directed by the County. Contractor shall not place extraordinary orders or subcontracts in anticipation of receiving a notice of termination, so as to circumvent section 17 (ii). Upon termination, the County may withhold any amount due as the County reasonably determines is necessary to protect the County against potential loss or liability resulting from the termination. The County shall pay any withheld amount to the Contractor if the county later determines that loss or liability will not occur. The rights and remedies of the County under this section are in addition to any other rights and remedies provided under this contract or otherwise provided under law. 18. Defense and Indemnity Agreement The Contractor shall defend, protect, and hold harmless the County or any officers or employees thereof, from and against all claims, suits, or action arising from any intentional or negligent act or omission of the Contractor or any employee, agent or representative of the Contractor or any subcontractor, while performing under the terms of this contract. 19. Insurance Coverage The Contractor shall comply with all provisions described in Exhibit C: Insurance Coverage, attached hereto. 20. Resolution of Conflicts In the event of an inconsistency in this contract,unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: i. Applicable federal and state statutes and regulations ii. Special terms and conditions iii. Exhibits iv. General terms and conditions Page 10 of 22 Professional Services Contract R01-001-18 Reliable 12/18 v. Any other provision of this contract whether incorporated by reference or otherwise. 21. Disputes,Venue and Choice of Law The County and the Contractor agree that any disputes that arise under or relating to this contract that cannot be resolved to the satisfaction of both parties shall be submitted to mediation before either party starts litigation in any form. An impartial third party acceptable to both the County and the Contractor will be appointed to mediate. Should the parties be unable to agree upon a mediator, then the dispute shall be mediated through the Washington Arbitration and Mediation Service, at its Tacoma office, and in accordance with the WAMS mediation rules. The County and the Contractor shall pay an equal percentage of the mediator's fees and expenses. The Contractor may not use any funds received under this contract to pay mediator's fees and expenses. The mediation shall be confidential in all respects, as allowed or required by law. In the event that mediation does not resolve the dispute, the venue for any litigation arising under or relating to this contract shall be in the courts of the State of Washington in and for the County of Lewis. This contract shall be governed by the laws of the State of Washington, excepting only the choice of law rules of the State of Washington. 22. Records Maintenance The Contractor shall maintain all books, records, documents, data and other evidence relating to this contract and performance of the services described herein, including but not limited to, accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract. Contractor shall retain such records for a period of seven(7) years following the date of final payment. If any litigation, claim or audit is started before the expiration of the seven- (7) year period, the records shall be retained for a period of seven (7) years after all litigation, claims, or audit findings involving the records have been finally resolved. 23. Contractor Commitments,Warranties and Representations Any written commitment received from the Contractor concerning this contract shall be binding on the Contractor, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Contractor to fulfill such a commitment shall render the Contractor liable for damages to the County. A commitment includes,but is not limited to, any representation made prior to execution of this contract, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, process, Contractor's qualifications or experience, or options for future acquisition to remain in effect for a fixed period or warranties. 24. Recapture In the event that the Contractor fails to perform services specified in this contract in accordance with state laws, federal laws, and/or the provisions of this contract, the County reserves the right to recapture funds in an amount required to compensate the County for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the Contractor or refunds under this recapture provision shall occur within the timeframe Page 11 of 22 Professional Services Contract R01-001-18 Reliable 12/18 specified by the County. In the alternative, the County may recapture such funds from payments due under this contract. 25. Patent/Copyright Infringement Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County,to the extent such action is based on the claim that information, goods or documentation supplied by the Contractor infringes any patent or copyright. Contractor will pay all costs,penalties, fees, and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payments are conditioned upon the following: i. That Contractor shall be notified promptly in writing by the County of any notice of such claim. ii. Contractor shall have the right,hereunder, at its option and expense,to obtain for the County the right to continue using the information in the event such claim of infringement is made,provided no reduction in performance or loss results to the County. 26. Ownership and Use of Items Produced Material produced in the performance of the work under this contract shall be"works made for hire" as defined by section 201(b) the U.S. Copyright Act of 1976 and shall be owned by the County. This material includes,but is not limited to,books,computer programs,plans, specifications, documents, films, pamphlets, reports, sound reproductions, studies, surveys, tapes, and/or training materials. County ownership includes the right to copyright, patent, register, and the ability to transfer these rights. All writings, programs, data,public records or other materials prepared by the Contractor or any employee, agent or representative of the Contractor or any subcontractor, in connection with the performance of this contract shall be for mutual use and shared between the Contractor and the County. The County agrees that if it uses any materials prepared by the Contractor for purposes other than those intended by this contract, it does so at its sole risk and it agrees to hold the Contractor harmless therefore to the extent such use is agreed to in writing by the Contractor. A copy of all or a portion of material produced shall be submitted to the County upon request or at the end of the contract using the hardware, software, or other method specified by the County at the time of such request. 27. Confidentiality The Contractor or any employee, agent or representative of the Contractor or any subcontractor shall maintain the confidentiality of all information provided by the County or acquired by the Contractor in performance of this contract, except upon prior written consent of the Lewis County Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the County. Contractor shall immediately give County notice of any judicial proceeding seeking disclosure of such information. Contractor shall indemnify and hold harmless the County, its officials, agents or employees from all loss or expense, including, but not limited to, settlements,judgments, setoffs, attorney's fees, and costs resulting from Contractor's breach of this provision. Page 12 of 22 Professional Services Contract R01-001-18 Reliable 12/18 28. Ethics/Conflicts of Interest In performing under this contract, the Contractor shall assure compliance with the Ethics in Public Service Act (Chapter 42.52 Revised Code of Washington), and any other applicable state or federal law related to ethics or conflicts of interest. 29. Information System Security The Contractor shall protect and maintain all confidential information gained by reason of this contract against unauthorized use, access, disclosure, modification or loss. Personal and/or medical information collected,used or acquired in connection with this contract shall be used solely for the purposes of this contract. 30. Protection of Personal Information The Contractor shall not use, publish, transfer, sell or otherwise disclose any confidential information gained by reason of this contract for any purpose that is not directly connected with the Contractor's performance of the services contemplated hereunder except as provided by law, received by the Contractor pursuant to section 8 of this contract or with the prior written consent of the individual or personal representative of the individual who is the subject of the personal information. Upon request by the County or at the end of the contract term, or when no longer needed, the Contractor shall return the confidential information or certify in writing that the Contractor destroyed the information in a manner that cannot be reconstructed. 31. Certification of Work All work submitted by the Contractor shall be certified by the Contractor and checked for errors and omissions. The Contractor shall be responsible for the accuracy of the work, even if the work is accepted by the County. 32. Contract Amendments No amendment,modification or renewal shall be made to this contract unless set forth in a written Contract Amendment, signed by both parties. Work under a Contract Amendment shall not proceed until the County duly executes the Contract Amendment. 33. Notice Except as set forth elsewhere in the contract, for all purposes under this contract, except service of process, notice shall be given by the Contractor to the Contract Officer, 360 NW North Street, Chehalis, WA 98532. Notice to the Contractor for all purposes under this contract will be given to the Contractor's address shown on the Signature Page attached hereto. Notices and other communications anticipated by this contract, e.g. a request to subcontract per section 3, may be hand-delivered by an agent of the party serving notice, delivered by courier(such as UPS or FedEx), or delivered by First Class Mail. A notice or communication hand-delivered or delivered by courier shall be deemed to be served when it is left with an officer, agent, or employee of the party to whom notice is due. A notice delivered by First Class Mail shall be deemed to be served three days (excluding Sundays and Postal Service holidays) after it is placed into a U.S. Postal Service collection box or left at a U.S. post office, providing postage has been fully prepaid. Page 13 of 22 Professional Services Contract RO1-001-18 Reliable 12118 34. Debarment Certification The Contractor,by signature to this contract, certifies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participating in this contract or any program agreement by any federal, state or local government or agency or by any special district. The Contractor also agrees to include the above requirement in all subcontracts into which it enters. 35. Severability If any term or condition of this contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this contract are declared severable. 36. Conformance If any provision of this contract violates any statute or rule of law of the state of Washington of the United States of America, it is considered modified to conform to that statute or rule of law. 37. Waiver Waiver of any breach or condition of this contract shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this contract shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the party granting such a waiver. 38. Survival The terms and conditions contained in this contract will survive the completion, cancellation, termination or expiration of the contract. 39. Entire Agreement This written contract along with attached exhibits and the documents and terms incorporated herein by section 23 of this contract, represents the entire agreement between the parties. Page 14 of 22 Professional Services Contract R01-001-18 Reliable 12/18 Special Terms and Conditions S-1. Applicable Regulations The Contractor is required to comply with the requirements of the following referenced documents in performing services pursuant to this contract. The terms of each are incorporated by reference as part of this contract as fully as if set forth in full herein. S-2. Written Policies and Procedures 1.1. DDA Criteria for an Evaluation System https://n w.dshs.wa.gov/sites/default/files/DDA/dda/documents/CO%20- %20Cri teria%20for%20Evaluation%202013-15%200713.pdf 1.2. DDA Policy https://www.dshs.wa.gov/dda/policies-and-rules/policy-manual sections: 3.01/4.11/5.02/5.03/5.05/5.06/5.13/5.14/5.15/5.17/6.08/6.13/9.07/12.01/15.01/15.03 1.3. Disability Rights of Washington(formerly Washington Protection and Advocacy System) Access Agreement 1.4. County Guidelines https://www.dshs.wa.gov/sites/default/files/DDA/dda/documents/c_guideli nes.pdf 1.5. Employment Outcomes Instructions and Job Type Codes 1.6. Employment Phases and Billable Activities 1.7. Community Access Billable Activities 1.8. WAC 388-06 Background/Criminal History Checks 1.9. WAC 388-823 Eligibility 1.10. WAC 388-825 Service Rules 1.11. WAC 388-828 Assessment 1.12. WAC 388-845-0001, 0030, 0110, 0205, 0210, 0215,0220, 0600, 0605, 0610, 2100, and 2110 1.13. WAC 388-850 County Plan S-3. Data Entry/Security The Contractor shall protect and maintain all Confidential Information gained by reason of this Agreement against unauthorized use,access,disclosure,modification or loss.This duty requires the Contractor to employ reasonable security measures,which include safeguarding and restricting access to the Confidential Information herein referenced: https://www.dshs.wa.gov/sites/default/files/DDA/dda/documents/DDA%20County%20Program% 20Agreement%20Data%20Security%20Requirements.pdf Page 15 of 22 Professional Services Contract R01-061-18 Reliable 12/18 Exhibit A: Statement of Work and Reporting Requirements The purpose of this Statement of Work is to detail the work to be performed by the Contractor and the methods and content for reporting progress by the Contractor in fulfilling all duties encompassed in this contract. The Contractor shall work in cooperation with the County to act in accordance with WAC 388-845 and to monitor individual client yearly waiver limits for client support services for Employment&Day programs. The term of this contract shall commence on July 1st 2017 and terminate on June 30, 2018. The Contractor shall administer funds awarded hereunder, to support a variety of activities, including staffing, data collection and reporting. Activities shall include,but not be limited to, the following: Activity Activity Outcomes Reporting Due Date Number Requirement 1 Group Provide supervised employment for groups of no • Initial GSE Annual Supported more than eight(8)workers with disabilities in plan within 30 Plan is Employment the same setting.Examples include enclaves, days of due yearly (GSE) mobile crews,and other business models service based on employing small groups of workers with notification client disabilities in integrated employment in • 6 month entry into community settings. progress plan the If a GSE client has not obtained paid employment from date of service. at minimum wage or better within six(6)months, initial or the provider will assure the following steps are yearly GSE 6 month taken: (a)Review the progress toward plan progress employment goals;(b)Provide evidence of plan no consultation with the family/Client;and(c) greater Develop additional strategies with the than 6 family/Client,county staff,employment support months staff and the case manager.The additional from the strategies will be documented for each Client and time kept in the Client's file(s). 2 Community Provide activities to inform and/or educate the • Documentatio 6/25/2017 Information general public about developmental disabilities n of 4 and and related services.These may include community Education information and referral services;activities aimed events at promoting public awareness and involvement; including date, and community consultation,capacity building location, and organization activities. duration and Provider will plan,host and facilitate 4 trainings number of per year to inform and educate community attendees and members of available services in the local area material that focus on persons with developmental presented disabilities. Page 16 of 22 Professional Services Contract RO1-001-18 Reliable 12118 3 Individual Provide one-to-one services necessary to help • Initial ISE plan Annual Supported persons with developmental disabilities obtain within 30 days Plan is Employment and continue integrated employment at or above of service due (ISE) the state's minimum wage in the general notification yearly workforce.These services may include intake, • 6 month based on discovery,assessment,job preparation,job progress plan client marketing,job supports,record keeping and from date of entry into support to maintain a job. initial or yearly the Clients being served under ISE who are not ISE plan service. employed will be provided with discovery services,job marketing,and a report every 90 6 month days of what activities have occurred on their progress behalf to obtain employment. Reports will be plan no made available to the client,guardian,DDA staff greater and county coordinator. than 6 For Individual Employment where the service months provider is also the Client's employer,long term from the funding will remain available to the service time provider employer for six months after the employee DDA Client's date of hire.At the end of the six month period,if the DDA Client continues to need support on the job,another service provider who is not the employer of record must provide the support unless the County issues prior written approval for the service provider to continue to provide long-term supports if needed. 4 Community Provide services that will-promote individualized • Initial CI plan Annual Inclusion skill development,independent living and within 30 days Plan is CI community integration for person's to learn how of service due to actively and independently engage in their notification yearly local community. Activities will provide • 6 month based on opportunities to develop relationships and to progress plan client learn,practice,and apply skills that result in from date of entry into greater independence and community inclusion. initial or yearly the The provider will document and ensure that CI CI plan service. services are: a.Integrated in the greater community and 6 month supports individuals to have full access to the progress greater community; plan no b. Ensures the individual receives services in the greater community to the same degree of access as than 6 individuals not receiving Medicaid HCBS; months c.In a setting that provides opportunities to seek from the employment and work in competitive integrated time settings;and d.The setting facilitates individual choice regarding services and supports,and who provides them. Page 17 of 22 Professional Services Contract R01-001-18 Reliable 12/18 5 Early Provide services that are designed to support and Year-end report June 22 11d Intervention maximize the child's development and enhance shall include: 2018 Services parental support of the child.These services will • Total number Child be provided in natural environments to the of individuals Development maximum extent appropriate considering the served needs of the child,including the home and • Total number community settings in which children without of natural disabilities participate: support units a.Natural Environments are services provided in provided the home or a community setting that is not • Documentation specifically designed for children with special of clinical and health care needs. therapeutic b.Clinical services are provided in a place of services Business specifically designed for children with provided special health care needs. Examples of services are: Occupational Therapy,Physical Therapy, Speech/Language Pathology,Referral for medical or other professional services necessary for the habilitation or rehabilitation of children with communicative or oropharyngeal disorders and delays in development of communications skills; an Provision of services for the habilitation, rehabilitation,or prevention of communicative or oropharyngeal disorders and delays in development of communication skills. Page 18 of 22 Professional Services Contract R01-001-18 Reliable 12/18 Exhibit B: Budget, Invoicing, and Contractor Payment The County shall pay an amount not to exceed $385,609.00 to the Contractor for work as described in Exhibit A, subject to conditions set forth in this Exhibit B: Budget, Invoicing, and Contractor Payment. 1. Budget Detail Child Development $ 50,029 Supported Employment Services (ISE/GSE) $ 280,500 Community Inclusion $ 25,500 Community Education &Information $29,580 TOTAL $385,609 2. Compensation Payment to the Contractor for services rendered under this contract shall be as set forth in Exhibit B. Where Exhibit B requires payments by Lewis County,payment shall be made on a reimbursement basis, supported, unless otherwise provided in Exhibit B,by documentation of units of work actually performed (time sheets) and amounts earned, including where appropriate, the actual number of days worked each month, total number of hours for the month, and total dollar payment requested. Costs allowable under this contract are actual expenditures according to an approved budget up to the maximum amount stated above. The Contractor shall use federal cost principles specified in OMB Circular A-110 "Cost Principles Applicable to Grants, Contracts and other Agreements"with non-profit organizations as applicable. The Contractor shall include this last paragraph in any subcontracts. The County may withhold reimbursement payment if the Contractor fails to submit required invoices and supportive documentation to the County. The Contractor's failure to submit invoices as specified is grounds for the County to terminate the contract as provided herein. 3. Invoice Timeframe The Contractor shall submit invoices to the County Contract Officer identified herein or to other such person identified by the County Contract Officer by the 10th of each month. 4. Eligible Use of Funds Funding awarded under this contract may only be used for activities described in Exhibit A. The County shall pay the Contractor allowable, allocable and reimbursable costs, as defined in the most recently published BARS Supplementary Instructions for Developmental Disabilities Administration.The Contractor shall take all necessary and reasonable steps to comply with the currently effective DDA BARS Supplemental manual.For Group Supported Employment, Clients must have paid work or paid training.The total number of direct service staff hours provided to the group should be equal to or greater than the group's collective amount of individual support monthly base hours. If the direct service staff hours are less than the collective amount, then the provider will be reimbursed only for the number of hours staff actually provided. 6. Duplicate Payment The Contractor certifies that work to be performed under this contract does not duplicate any work to be charged against any other contract, subcontract or other source. Page 19 of 22 Professional Services Contract R01-001-18 Reliable 12/18 7. Audit i. General Requirements: The Contractor is to procure audit services based on the following guidelines: a. The Contractor shall maintain its records and accounts so as to facilitate the audit requirement and shall ensure that any subcontractor also maintains auditable records. b. The Contractor is responsible for any audit exceptions incurred by its own organization or that of its subcontractor. The County reserves the right to recover from the Contractor all disallowed costs resulting from the audit. c. As applicable, the Contractor shall be required to have an audit and must ensure all audits are performed in accordance with Generally Accepted Auditing Standards (GAAS); including,but not limited to, the Government Auditing Standards (the Revised Yellow Book) developed by the Comptroller General. d. Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit report. The Contractor must respond to County requests for information or corrective action concerning audit issues within thirty (30) days of the date of request ii. State Fund Requirements: Contractors expending$100,000 or more in total state funds in a fiscal year must have a financial audit as defined by Government Auditing Standards (The Revised Yellow Book) and according to Generally Accepted Auditing Standards(GAAS). The Schedule of State Financial Assistance must be included. The schedule includes: a. Contractor agency name b. State program name c. BARS account number d. County e. County Contract number f. Contract award amount including amendments (total Contract award) g. Current year expenditures iii.If the Contractor is a state or local government entity, the Office of the State Auditor shall conduct the audit. Audits of non-profit organizations are to be conducted by a certified public accountant selected by the Contractor. iv.The Contractor shall include the above audit requirements in any subcontracts. v. In all cases,the Contractor's financial records must be available for review by County. 8. Future Non-Allocation of Funds If sufficient funds are not appropriated or allocated for payment under this contract for any future fiscal period, the County will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period.No penalty or expense shall accrue to the County in the event this provision applies. 9. Errors and Omissions Uncompensated In the event of any errors or omissions by the Contractor in the performance of any work required under this contract, the Contractor shall make any and all necessary corrections without additional compensation. Page 20 of 22 Professional Services Contract R01-001-18 Reliable 12/18 Exhibit C: Insurance Coverage The Contractor shall provide insurance coverage as set out in this Exhibit to protect the County should there be any claims, suits, actions, costs, damages or expenses arising from any loss, or negligent or intentional act or omission of the Contractor or subcontractor, or agents of either, while performing under the terms of this contract. All required insurance shall be issued by an insurance company authorized to do business within the State of Washington. The insurance shall name the County and its agents, officers, and employees as additional insureds under the insurance policy. All policies shall be primary to any other valid and collectable insurance. The Contractor shall instruct the insurers to give the County thirty(30) calendar days advance notice of any insurance cancellation or modification. The Contractor shall submit to the County within fifteen (15) calendar days of the Contract start date, proof of insurance identifying Lewis County as Primary,Non Contributory, additionally Insured,with endorsement(s) for additional insured as indicated below, which outlines the coverage and limits defined in this insurance section. During the term of the Contract, the Contractor shall submit renewal certificates with endorsements not less than thirty(30) calendar days prior to expiration of each policy required under this section. The Contractor shall provide insurance coverage that shall be maintained in full force and effect during the term of this Contract, as follows: 1. Commercial General Liability Insurance Policy Provide a Commercial General Liability Insurance Policy, including grant liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of Contract activity but no less than $1,000,000 per occurrence. Additionally, the Contractor is responsible for ensuring that any subcontractors provide adequate insurance coverage for the activities arising out of subcontracts. 2. Automobile Liability In the event that performance pursuant to this Contract involves the use of vehicles, owned or operated by the Contractor or its subcontractor, automobile liability insurance shall be required. The minimum limit for automobile liability is $1,000,000 per occurrence,using a Combined Single Limit for bodily injury and property damage. 3. Fidelity Insurance Every officer, director, employee, or agent who is authorized to act on behalf of the Contractor for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other instruments of payment for program costs shall be insured to provide protection against loss: i. The amount of fidelity coverage secured pursuant to this Contract shall be $100,000 or the highest of planned reimbursement for the Contract period, whichever is greatest. Fidelity insurance secured pursuant to this paragraph shall name the Contractor as beneficiary. Page 21 of 22 Professional Services Contract R01-001-18 Reliable 12/18 ii. Subcontractors that receive$10,000 or more per year in funding through this Contract shall secure fidelity insurance as noted above. Fidelity insurance secured by subcontractors pursuant to this paragraph shall name the Contractor as beneficiary. 4. Business Property The Contractor shall provide business property insurance adequate to repair, replace, or recreate any County-owned property in the possession of the Contractor, or data, books, computer programs,plans, specifications, documents, films, pamphlets,reports, sound reproductions, studies, surveys, tapes, and/or training materials produced by the Contractor or any subcontractors in the performance of the work under this contract. 5. Industrial Insurance Waiver The Contractor shall comply with all applicable provisions of Title 51 Revised Code of Washington, Industrial Insurance. If the Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, County may collect from the Contractor the full amount payable to the Industrial Insurance Accident Fund. County may deduct the amount owed by the Contractor to the accident fund from the amount payable to the Contractor by County under this Contract, and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I's rights to collect from the Contractor. 6. Volunteer Medical Protection Contractor shall provide any volunteer who performs any duties related to or covered by this contract with coverage at no cost to the volunteer for immediate, short-term, and long-term medical care that substantially matches employee coverage as described in Title 51 Revised Code of Washington. Page 22 of 22 1 r- „..:,,:40.-. •::.; -----.) 360 NW North Street Public Health & Social Services Chehalis WA 98532 `LEWIS COUNTY/ Professional Services Contract Contract#: CO1-004-18 Contract Name: Compass Developmental Disability Services Preamble 1. Purpose This contract is entered into between Lewis County, hereinafter called County, and Compass Career Solutions, hereinafter called Contractor, for the purpose of providing services to persons with developmental disabilities. 2. Parties Each party to this contract shall have a contract representative empowered to enter into this contract on behalf of their party. Each party may change its representative upon providing written notice to the other party. The parties' Contract Representatives for this contract are: For the County: Contract Officer Meja Handlen, Contracts Coordinator 360-740-1418 p 360-740-1185 f meja.handlen@lewiscountywa.gov For the Contractor: Director of Employment Services Paul Vose, Director of Employment Services 509-209-2750 ext. 10165 p 509-326-9207 f pvose @careersbycompass.com Danette D. York, M.P.H., C.P.H. Director o 360.740.1223 F 360.740.1472 TDD 360.740.1480 Rachel Wood, t!.D., M.P.H. Health Officer Professional Services Contract(#and name and dare) 3. Authorization Only the Lewis County Board of County Commissioners, Director of Lewis County Public Health& Social Services, or its designated Contract Officer identified herein, shall have the expressed, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this contract. Furthermore, any alteration, amendment, modification, or waiver of any clause or condition of this contract is not effective or binding unless made in writing and signed by the Lewis County Board of County Commissioners, Director of Lewis County Public Health& Social Services, or its Contract Officer. 4. Contract Term The term of this contract shall commence and terminate as stated in Exhibit A: Statement of Work and Reporting Requirements attached hereto. 5. Contractor Representation Contractor represents by signing this contract that it is qualified and possesses the necessary capabilities and sufficient skills, including technical and professional skills where required and has the necessary licenses and certifications to perform the services set forth in this contract. 6. Mutually Negotiated County and Contractor acknowledge and by signing this contract agree that this contract has been mutually negotiated and agreed to by both parties. Page 2 of 21 Professional Services Contract(I and name and dare) Signatures The terms and conditions of this contract, including all attachments and subsequent amendments, constitute the entire and exclusive understanding between the parties. Except as provided for in section 23 of this contract, no other understandings,writings,and communications,oral or otherwise,regarding the subject matter of this contract shall exist to bind the parties. The parties signing below represent they have read and understand this contract, and have the authority to execute this contract. NOTE: In accordance with Resolution 16-344, this contract is subject to approval by the Lewis County Board of County Commissioners if the total dollar value identified in Exhibit B equals or exceeds $40,000 in one calendar year. The Lewis County Board of County Commissioners delegates contract approval authority to the Director of Lewis County Public Health& Social Services if the total dollar value identified in Exhibit B is less than $40,000 in any calendar year, subject to all provisions in Resolution 16-344. For the County Lewis County Public Health & Social Services 360 NW North Street Chehalis, WA 98532 County signature: Danette . York, MPH Public Health & Social Services Director Date: ///7/QO/: For the Contractor Compass Career Solutions 5709 West Sunset Highway Suite 100 Spokane, WA 99224 Contractor signature: Name and title Kendra bills, Executive Director Date: De CMY1 bc..r ,77 t 0'611 Approved as to Form Jonathan Meyer Attest: •••••• Prosecuting i ? n- ••Its c tJ Tk , 1 s ,, l ,,, By: (n, • (Clerk of the Board) ;rjN 18 (title) •Q� '1845 j ›°, •. .vs>,ucP"•. ••..... Page 3 of 21 Professional Services Contract(#and name and dale) Table of Contents Preamble 1 1. Purpose 1 2. Parties 1 3. Authorization 2 4. Contract Term 2 5. Contractor Representation 2 6. Mutually Negotiated 2 Signatures 3 General Terms and Conditions 6 1. Scope of Contractor's Services 6 2. Accounting and Payment for Contractor Services 6 3. Assignment and Subcontracting 6 4. Independent Contractor 6 5. No Guarantee of Employment 7 6. Taxes 7 7. Regulations and Requirements 7 8. Public Records Law 7 9. Nondiscrimination 8 10. Political Activity Prohibited 8 11. Right to Review 8 12. Modifications 8 13. Termination 8 14. Termination for Default 8 15. Termination for Public Convenience 9 16. Suspension of Performance and Resumption of Performance 9 17. Termination Procedures 10 18. Defense and Indemnity Agreement 10 19. Insurance Coverage 10 20. Resolution of Conflicts 10 21. Disputes, Venue and Choice of Law 11 22. Records Maintenance 11 23. Contractor Commitments. Warranties and Representations 11 24. Recapture 11 25. Patent/Copyright Infringement 12 Page 4 of 21 Professional Services Contract 01 and name and date) 26. Ownership and Use of Items Produced 12 27. Confidentiality 12 28. Ethics/Conflicts of Interest 13 29. Information System Security 13 30. Protection of Personal Information 13 31. Certification of Work 13 32. Contract Amendments 13 33. Notice 13 34. Debarment Certification 14 35. Severability 14 36. Conformance 14 37. Waiver 14 38. Survival 14 39. Entire Agreement 14 Special Terms and Conditions 15 S-1.Applicable Regulations 15 S-2.Written Policies and Procedures 15 S-3.Data Entry/Security 15 Exhibit A: Statement of Work and Reporting Requirements 16 1. Budget Detail 18 2. Compensation 18 3. Invoice Timeframe 18 4. Eligible Use of Funds 18 6. Duplicate Payment 18 7. Audit 19 8. Future Non-Allocation of Funds 19 9. Errors and Omissions Uncompensated 19 Exhibit C: Insurance Coverage 20 1. Commercial General Liability Insurance Policy 20 2. Automobile Liability 20 3. Fidelity Insurance 20 4. Business Property 21 5. Industrial Insurance Waiver 21 6. Volunteer Medical Protection 21 Page 5 of 21 Professional Services Contract(k and name and date) General Terms and Conditions 1. Scope of Contractor's Services The Contractor agrees to provide to the County services, reports, and any material set forth in Exhibit A: Statement of Work and Reporting Requirements during the contract term. No material, labor, or facilities will be furnished by the County unless otherwise provided for in this contract. 2. Accounting and Payment for Contractor Services Payment to the Contractor for services rendered under this contract shall be as set forth in Exhibit B: Budget, Invoicing and Contractor Payment attached hereto. Unless specifically stated in Exhibit B or approved in writing in advance by the Contract Officer for this contract, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in the performance of this contract. The Contractor acknowledges that the entire compensation for this contract is specified in Exhibit B and the Contractor is not entitled to any County benefits including, but not limited to, vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Lewis County employees. 3. Assignment and Subcontracting Unless otherwise provided for in this contract, no portion of this contract may be assigned or subcontracted to any other individual, form, or entity without the express and prior written approval of the Contract Officer. Should the Contractor wish to subcontract, assign or delegate any or all of its rights or duties hereunder, it shall tender a detailed written request to the Contract Officer. Unless the Contractor receives written authorization to subcontract, assign, or delegate within 30 days, its request shall be deemed to have been denied. If the County approves subcontracting, the Contractor shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. The County, in its sole discretion, in writing may: (a) require the Contractor to amend its subcontracting procedures as they relate to this contract; (b) prohibit the Contractor from subcontracting with a particular person or entity; or(c) require the Contractor to rescind or amend a subcontract. 4. Independent Contractor The Contractor's services shall be furnished by the Contractor as an independent Contractor and nothing herein shall be construed to create a relationship of agent, employee, or servant of the County. The Contractor specifically has the right to direct and control Contractor's own activities in providing the agreed services in accordance with the specifications set out in this contract. The Contractor shall have and maintain complete responsibility and control over all of its subcontractors, employees, agents, and representatives. No subcontractor, employee, agent, or representative of the Contractor shall be or deem to be or act or purport to act as an employee, agent, or representative of the County. Page 6 of 21 Professional Services Contract(ft and name and date) The Contractor shall assume full responsibility for the payment of all payroll taxes, use, sales, income, or other form of taxes, fees, licenses, excises, or payments required by any city, county, state or federal legislation which is now or may during the term of this contract be enacted as to all employees, agents or representatives of the Contractor and as to all duties, activities, and requirements by the Contractor in performance of the work on this project. The Contractor shall assume full responsibility for ensuring all staff members hired or subcontracted under this contract are eligible to work according to all applicable state and federal laws. 5. No Guarantee of Employment The performance of all or part of this contract by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee an employment of the Contractor or any employee, agent or representative of the Contractor or any subcontractor, or any employee, agent or representative of any subcontractor by the County at the present time or in the futures. 6. Taxes The Contractor understands and acknowledges that the County will not withhold federal or state income taxes. Where required by state or federal law, the Contractor authorizes the County to make withholding for any taxes other than income taxes. All compensation received by the Contractor will be reported to the Internal Revenue Service and Washington State Department of Revenue in accordance with federal and state regulations. The Contractor is solely liable for any tax obligation arising from the Contractor's performance of this contract. The Contractor hereby agrees to indemnify the County against any demand to pay taxes arising from the Contractor's failure to pay taxes on compensation earned pursuant to this contract. The County will pay sales and use taxes imposed on goods and services acquired hereunder as required by law. The Contractor shall pay all other taxes including, but not limited to, Business and Occupation Tax,taxes based on the Contractor's gross or net income, or personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. 7. Regulations and Requirements This contract shall be subject to all laws, rules, and regulations of the United States of America, the State of Washington, and political subdivisions of the State of Washington, and to any other provisions set forth in Special Terms and Conditions. S. Public Records Law The Contractor shall assist the County in fulfilling all obligations of the County under the Washington Public Records Act (chapter 42.56 of the Revised Code of Washington). In the event that the Contractor fails to fulfill its obligations pursuant to this section and due in whole or in part to such failure a court of competent jurisdiction imposes a penalty upon the County for violation of the Public Records Act, Contractor shall indemnify the County for that penalty, as well as for all costs and attorney fees incurred by the County in the litigation Page 7 of 21 Professional Services Contract(#and name and date) giving rise to such a penalty. The obligations created by this section shall survive the termination of this contract. 9. Nondiscrimination The Contractor or any employee, agent or representative of the Contractor or any subcontractor shall not discriminate against any person in the performance of this contract in the performance of any of its obligations hereunder on the basis of race, color, creed, ethnicity, religion, national origin, age, sex, marital status, veteran or military status, sexual orientation or the presence of any disability. Implementation of this provision shall be consistent with Section 49.60.400 of the Revised Code of Washington. The Contractor must comply with the American with Disabilities Act of 1990, Public Law 101-336, including but not limited to protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 10. Political Activity Prohibited None of the funds provided under this contract shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office or ballot measure. However, no person engaged to perform such services pursuant to this contract shall be precluded from devoting income derived from such services to any lawful political activity, or to the support of a candidate for public office or of a ballot measure. 11. Right to Review This contract is subject to review by any federal or state auditor. The County or its designee shall have the right to review and monitor the financial and service components of this contract by whatever means are deemed expedient by the Contract Officer. Such review may occur with or without notice and may include, but is not limited to, on-site inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the contract and its performance, and any and all communications with or evaluations by service recipients under this contract. 12. Modifications Either party may request changes in the contract. Any and all agreed modifications shall be in writing, signed by each of the parties. 13. Termination Either party may terminate this contract upon 30 days' prior written notification to the other party. If this contract is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this contract prior to the effective date of termination. 14. Termination for Default If the Contractor defaults by failing to perform any of the obligations of this contract or becomes insolvent, or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. mail, postage prepaid,terminate the contract, and at the County's option, obtain performance of the work elsewhere. Page 8 of 21 Professional Services Contract(ft and name and date) Any extra cost of damage to the County resulting from such default(s) shall be deducted from any money due or coming to the Contractor. Any remaining deficiency shall be payable to the County by the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, as may be applicable under Exhibit A, including all increased costs for completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. If notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. 15. Termination for Public Convenience The County may terminate the contract in whole or in part whenever the County determines, in its sole discretion, that such termination is in the interests of the County. Whenever the contract is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contract prices for completed items of work. The County shall make a reasonable, equitable adjustment in the contract price for partially completed items of work, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this contract by the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County. 16. Suspension of Performance and Resumption of Performance In the event of government closure, suspension or limitation of funding in any way after the effective date of this contract and prior to normal completion,the County may give notice to the Contractor to suspend performance as an alternative to termination. The County may elect to give written notice to the Contractor to suspend performance when the County determines that there is a reasonable likelihood that the funding insufficiency may be resolved in a timeframe that would allow performance to be resumed prior to the end date of this contract. Notice may include notice by facsimile or email to the Contractor's Representative. The Contractor shall suspend performance on the date stated in the written notice to suspend. During the period of suspension of performance, each party may inform the other of any conditions that may reasonably affect the potential for resumption of performance. Notice may be contingent upon the occurrence or non-occurrence of a future event; e.g. the failure of the State of Washington to pass a budget by a date specified in the notice. When the County determines that the funding insufficiency is resolved, the County may give the Contractor written notice to resume performance and a proposed date to resume performance. Upon receipt of written notice to resume performance, the Contractor will give written notice to the County as to whether it can resume performance, and, if so, the date upon which it agrees to resume performance. If the Contractor gives notice to the County that it cannot resume performance, the parties agree that the contract will be terminated retroactive to the original date of suspension of performance. If the date the Contractor gives notice it can resume performance is not acceptable to the County, the parties agree to discuss an alternative acceptable date. If an alternative date is not acceptable to the County, the Page 9 of 21 Professional Services Contract(#and name and date) parties agree that the contract will be terminated retroactive to the original date of suspension of performance. If the funding issue is not resolved, the County may terminate the contract under the "Termination for Convenience" clause. 17. Termination Procedures After receipt of a notice of termination, except as otherwise directed by the County, the Contractor shall: i. Stop work under the contract on the date and to the extent specified in the notice; ii. Place no further orders or subcontracts for materials, services, or facilities related to the contract; iii. Assign to the County all of the rights,title, and interest of the contractor under the orders and subcontracts so terminated, in which case the County has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. Any attempt by the Contractor to settle such claims must have the prior written approval of the County; and iv. Preserve and transfer any materials, contract deliverables and/or County property in the Contractor's possession as directed by the County. Contractor shall not place extraordinary orders or subcontracts in anticipation of receiving a notice of termination, so as to circumvent section 17 (ii). Upon termination, the County may withhold any amount due as the County reasonably determines is necessary to protect the County against potential loss or liability resulting from the termination. The County shall pay any withheld amount to the Contractor if the county later determines that loss or liability will not occur. The rights and remedies of the County under this section are in addition to any other rights and remedies provided under this contract or otherwise provided under law. 18. Defense and Indemnity Agreement The Contractor shall defend, protect, and hold harmless the County or any officers or employees thereof, from and against all claims, suits, or action arising from any intentional or negligent act or omission of the Contractor or any employee, agent or representative of the Contractor or any subcontractor, while performing under the terms of this contract. 19. Insurance Coverage The Contractor shall comply with all provisions described in Exhibit C: Insurance Coverage, attached hereto. 20. Resolution of Conflicts In the event of an inconsistency in this contract, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: i. Applicable federal and state statutes and regulations ii. Special terms and conditions iii. Exhibits iv. General terms and conditions Page 10 of 21 Professional Services Contract(#and name and date) v. Any other provision of this contract whether incorporated by reference or otherwise. 21. Disputes,Venue and Choice of Law The County and the Contractor agree that any disputes that arise under or relating to this contract that cannot be resolved to the satisfaction of both parties shall be submitted to mediation before either party starts litigation in any form. An impartial third party acceptable to both the County and the Contractor will be appointed to mediate. Should the parties be unable to agree upon a mediator, then the dispute shall be mediated through the Washington Arbitration and Mediation Service, at its Tacoma office, and in accordance with the WAMS mediation rules. The County and the Contractor shall pay an equal percentage of the mediator's fees and expenses. The Contractor may not use any funds received under this contract to pay mediator's fees and expenses. The mediation shall be confidential in all respects, as allowed or required by law. In the event that mediation does not resolve the dispute, the venue for any litigation arising under or relating to this contract shall be in the courts of the State of Washington in and for the County of Lewis. This contract shall be governed by the laws of the State of Washington, excepting only the choice of law rules of the State of Washington. 22. Records Maintenance The Contractor shall maintain all books, records, documents, data and other evidence relating to this contract and performance of the services described herein, including but not limited to, accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract. Contractor shall retain such records for a period of seven(7)years following the date of final payment. If any litigation, claim or audit is started before the expiration of the seven- (7) year period, the records shall be retained for a period of seven(7) years after all litigation, claims, or audit findings involving the records have been finally resolved. 23. Contractor Commitments,Warranties and Representations Any written commitment received from the Contractor concerning this contract shall be binding on the Contractor, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Contractor to fulfill such a commitment shall render the Contractor liable for damages to the County. A commitment includes, but is not limited to, any representation made prior to execution of this contract, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, process, Contractor's qualifications or experience, or options for future acquisition to remain in effect for a fixed period or warranties. 24. Recapture In the event that the Contractor fails to perform services specified in this contract in accordance with state laws, federal laws, and/or the provisions of this contract, the County reserves the right to recapture funds in an amount required to compensate the County for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the Contractor or refunds under this recapture provision shall occur within the timeframe Page 11 of 21 Professional Services Contract(#and name and date) specified by the County. In the alternative, the County may recapture such funds from payments due under this contract. 25. Patent/Copyright Infringement Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County, to the extent such action is based on the claim that information, goods or documentation supplied by the Contractor infringes any patent or copyright. Contractor will pay all costs, penalties, fees, and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payments are conditioned upon the following: i. That Contractor shall be notified promptly in writing by the County of any notice of such claim. ii. Contractor shall have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information in the event such claim of infringement is made, provided no reduction in performance or loss results to the County. 26. Ownership and Use of Items Produced Material produced in the performance of the work under this contract shall be"works made for hire" as defined by section 201(b)the U.S. Copyright Act of 1976 and shall be owned by the County. This material includes, but is not limited to, books, computer programs, plans, specifications, documents, films, pamphlets, reports, sound reproductions, studies, surveys, tapes, and/or training materials. County ownership includes the right to copyright, patent, register, and the ability to transfer these rights. All writings, programs, data, public records or other materials prepared by the Contractor or any employee, agent or representative of the Contractor or any subcontractor, in connection with the performance of this contract shall be for mutual use and shared between the Contractor and the County. The County agrees that if it uses any materials prepared by the Contractor for purposes other than those intended by this contract, it does so at its sole risk and it agrees to hold the Contractor harmless therefore to the extent such use is agreed to in writing by the Contractor. A copy of all or a portion of material produced shall be submitted to the County upon request or at the end of the contract using the hardware, software, or other method specified by the County at the time of such request. 27. Confidentiality The Contractor or any employee, agent or representative of the Contractor or any subcontractor shall maintain the confidentiality of all information provided by the County or acquired by the Contractor in performance of this contract, except upon prior written consent of the Lewis County Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the County. Contractor shall immediately give County notice of any judicial proceeding seeking disclosure of such information. Contractor shall indemnify and hold harmless the County, its officials, agents or employees from all loss or expense, including, but not limited to, settlements,judgments, setoffs, attorney's fees, and costs resulting from Contractor's breach of this provision. Page 12 of 21 Professional Services Contract( and name and date) 28. Ethics/Conflicts of Interest In performing under this contract,the Contractor shall assure compliance with the Ethics in Public Service Act(Chapter 42.52 Revised Code of Washington), and any other applicable state or federal law related to ethics or conflicts of interest. 29. Information System Security The Contractor shall protect and maintain all confidential information gained by reason of this contract against unauthorized use, access, disclosure, modification or loss. Personal and/or medical information collected, used or acquired in connection with this contract shall be used solely for the purposes of this contract. 30. Protection of Personal Information The Contractor shall not use, publish, transfer, sell or otherwise disclose any confidential information gained by reason of this contract for any purpose that is not directly connected with the Contractor's performance of the services contemplated hereunder except as provided by law, received by the Contractor pursuant to section 8 of this contract or with the prior written consent of the individual or personal representative of the individual who is the subject of the personal information. Upon request by the County or at the end of the contract term, or when no longer needed, the Contractor shall return the confidential information or certify in writing that the Contractor destroyed the information in a manner that cannot be reconstructed. 31. Certification of Work All work submitted by the Contractor shall be certified by the Contractor and checked for errors and omissions. The Contractor shall be responsible for the accuracy of the work, even if the work is accepted by the County. 32. Contract Amendments No amendment, modification or renewal shall be made to this contract unless set forth in a written Contract Amendment, signed by both parties. Work under a Contract Amendment shall not proceed until the County duly executes the Contract Amendment. 33. Notice Except as set forth elsewhere in the contract, for all purposes under this contract, except service of process, notice shall be given by the Contractor to the Contract Officer, 360 NW North Street, Chehalis, WA 98532. Notice to the Contractor for all purposes under this contract will be given to the Contractor's address shown on the Signature Page attached hereto. Notices and other communications anticipated by this contract, e.g. a request to subcontract per section 3, may be hand-delivered by an agent of the party serving notice, delivered by courier (such as UPS or FedEx), or delivered by First Class Mail. A notice or communication hand-delivered or delivered by courier shall be deemed to be served when it is left with an officer, agent, or employee of the party to whom notice is due. A notice delivered by First Class Mail shall be deemed to be served three days(excluding Sundays and Postal Service holidays) after it is placed into a U.S. Postal Service collection box or left at a U.S. post office, providing postage has been fully prepaid. Page 13 of 21 Professional Services Contract(#and name and date) 34. Debarment Certification The Contractor, by signature to this contract, certifies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participating in this contract or any program agreement by any federal, state or local government or agency or by any special district. The Contractor also agrees to include the above requirement in all subcontracts into which it enters. 35. Severability If any term or condition of this contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this contract are declared severable. 36. Conformance If any provision of this contract violates any statute or rule of law of the state of Washington of the United States of America, it is considered modified to conform to that statute or rule of law. 37. Waiver Waiver of any breach or condition of this contract shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this contract shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the party granting such a waiver. 38. Survival The terms and conditions contained in this contract will survive the completion. cancellation, termination or expiration of the contract. 39. Entire Agreement This written contract along with attached exhibits and the documents and terms incorporated herein by section 23 of this contract, represents the entire agreement between the parties. Page 14 of 21 Professional Services Contract(#and name and date) Special Terms and Conditions S-1. Applicable Regulations The Contractor is required to comply with the requirements of the following referenced documents in performing services pursuant to this contract. The terms of each are incorporated by reference as part of this contract as fully as if set forth in full herein. S-2. Written Policies and Procedures 1.1. DDA Criteria for an Evaluation System tarp. ,.ru•tr.dshs.tea.grw/s'ites i(rj<ttrll'Jilc's 1)DA/ddaidocuments/C'O%20- %20C'ritericr"/o2O fur%201:va1 trat ion%20 2(113-15%200713.pd f 1.2. DDA Policy https://www.dshs.wa.gov/dda/policies-and-rules/policy-manual sections: 3.01/4.11/5.02/5.03/5.05/5.06/5.13/5.14/5.15/5.l 7/6.08/6.13/9.07/12.01/15.01/15.03 1.3. Disability Rights of Washington (formerly Washington Protection and Advocacy System) Access Agreement 1.4. County Guidelines https://www.dshs.wa.gov/sites/default/files/DDA/dda/documents/c tzuidelines.pdf 1.5. Employment Outcomes Instructions and Job Type Codes 1.6. Employment Phases and Billable Activities 1.7. Community Access Billable Activities 1.8. WAC 388-06 Background/Criminal History Checks 1.9. WAC 388-823 Eligibility 1.10. WAC 388-825 Service Rules 1.11. WAC 388-828 Assessment 1.12. WAC 388-845-0001, 0030, 0110, 0205, 0210, 0215, 0220, 0600, 0605, 0610, 2100, and 2110 1.13. WAC 388-850 County Plan S-3. Data Entry/Security The Contractor shall protect and maintain all Confidential Information gained by reason of this Agreement against unauthorized use, access, disclosure, modification or loss. This duty requires the Contractor to employ reasonable security measures, which include safeguarding and restricting access to the Confidential Information herein referenced: hops://www.d,h .wa.gov/sites/default/tiles/DDA/dda/documents/DDA%20County%20Program% 20Agreement%20Data%20Security%20Requirements.pdf Page 15 of 21 Professional Services Contract(#and name and date) Exhibit A: Statement of Work and Reporting Requirements The purpose of this Statement of Work is to detail the work to be performed by the Contractor and the methods and content for reporting progress by the Contractor in fulfilling all duties encompassed in this contract. The Contractor shall work in cooperation with the County to act in accordance with WAC 388-845 and to monitor individual client yearly waiver limits for client support services for Employment& Day programs. The term of this contract shall commence on July 1St 2017 and terminate on June 30, 2018. The Contractor shall administer funds awarded hereunder, to support a variety of activities, including staffing, data collection and reporting. Activities shall include, but not be limited to, the following: Activity Activity Outcomes Reporting Due Date Number Requirement 1 Individual Provide one-to-one services necessary to help • Initial ISE Annual Supported persons with developmental disabilities obtain plan within 30 Plan is Employment and continue integrated employment at or above days of due yearly (ISE) the state's minimum wage in the general service based on workforce. These services may include intake, notification client discovery,assessment,job preparation,job • 6 month entry into marketing,job supports,record keeping and progress plan the support to maintain a job. from date of service. Clients being served under ISE who are not initial or employed will be provided with discovery yearly ISE 6 month services,job marketing,and a report every 90 plan progress days of what activities have occurred on their plan no behalf to obtain employment. Reports will be greater made available to the client,guardian, DDA staff than 6 and county coordinator. months For Individual Employment where the service from the provider is also the Client's employer, long term time funding will remain available to the service provider employer for six months after the employee DDA Client's date of hire. At the end of the six month period, if the DDA Client continues to need support on the job,another service provider who is not the employer of record must provide the support unless the County issues prior written approval for the service provider to continue to provide long-term supports if needed. Page 16 of 21 Professional Services Contract(#and name and date) 2 Community Provide services that will-promote individualized • Initial CI plan Annual Inclusion skill development, independent living and within 30 days Plan is CI community integration for person's to learn how of service due yearly to actively and independently engage in their notification based on local community.Activities will provide • 6 month client opportunities to develop relationships and to progress plan entry into learn,practice,and apply skills that result in from date of the greater independence and community inclusion. initial or service. The provider will document and ensure that CI yearly CI plan services are: 6 month a. Integrated in the greater community and progress supports individuals to have full access to the plan no greater community; greater b.Ensures the individual receives services in the than 6 community to the same degree of access as months individuals not receiving Medicaid HCBS; from the c. In a setting that provides opportunities to seek time employment and work in competitive integrated settings; and d.The setting facilitates individual choice regarding services and supports,and who provides them. Page 17 of 2 1 Professional Services Contract(#and name and date) Exhibit B: Budget, Invoicing, and Contractor Payment The County shall pay an amount not to exceed $35,000.00 to the Contractor for work as described in Exhibit A, subject to conditions set forth in this Exhibit B: Budget, Invoicing, and Contractor Payment. 1. Budget Detail Supported Employment Services (ISE) $ 25,000 Community Inclusion $ 10,000 TOTAL $ 35,000 2. Compensation Payment to the Contractor for services rendered under this contract shall be as set forth in Exhibit B. Where Exhibit B requires payments by Lewis County, payment shall be made on a reimbursement basis, supported, unless otherwise provided in Exhibit B, by documentation of units of work actually performed (time sheets) and amounts earned, including where appropriate,the actual number of days worked each month, total number of hours for the month,and total dollar payment requested. Costs allowable under this contract are actual expenditures according to an approved budget up to the maximum amount stated above. The Contractor shall use federal cost principles specified in OMB Circular A-110 "Cost Principles Applicable to Grants, Contracts and other Agreements" with non-profit organizations as applicable. The Contractor shall include this last paragraph in any subcontracts. The County may withhold reimbursement payment if the Contractor fails to submit required invoices and supportive documentation to the County. The Contractor's failure to submit invoices as specified is grounds for the County to terminate the contract as provided herein. 3. Invoice Timeframe The Contractor shall submit invoices to the County Contract Officer identified herein or to other such person identified by the County Contract Officer by the 10th of each month. 4. Eligible Use of Funds. Funding awarded under this contract may only be used for activities described in Exhibit A. The County shall pay the Contractor allowable, allocable and reimbursable costs, as defined in the most recently published BARS Supplementary Instructions for Developmental Disabilities Administration. The Contractor shall take all necessary and reasonable steps to comply with the currently effective DDA BARS Supplemental manual. For Group Supported Employment, Clients must have paid work or paid training. The total number of direct service staff hours provided to the group should be equal to or greater than the group's collective amount of individual support monthly base hours. If the direct service staff hours are less than the collective amount,then the provider will be reimbursed only for the number of hours staff actually provided. 6. Duplicate Payment The Contractor certifies that work to be performed under this contract does not duplicate any work to be charged against any other contract, subcontract or other source. Page 18 of 21 Professional Services Contract(#and name and date) 7. Audit i. General Requirements: The Contractor is to procure audit services based on the following guidelines: a. The Contractor shall maintain its records and accounts so as to facilitate the audit requirement and shall ensure that any subcontractor also maintains auditable records. b. The Contractor is responsible for any audit exceptions incurred by its own organization or that of its subcontractor. The County reserves the right to recover from the Contractor all disallowed costs resulting from the audit. c. As applicable, the Contractor shall be required to have an audit and must ensure all audits are performed in accordance with Generally Accepted Auditing Standards (GAAS); including, but not limited to, the Government Auditing Standards (the Revised Yellow Book) developed by the Comptroller General. d. Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit report. The Contractor must respond to County requests for information or corrective action concerning audit issues within thirty (30) days of the date of request ii. State Fund Requirements: Contractors expending $100,000 or more in total state funds in a fiscal year must have a financial audit as defined by Government Auditing Standards (The Revised Yellow Book) and according to Generally Accepted Auditing Standards (GAAS). The Schedule of State Financial Assistance must be included. The schedule includes: a. Contractor agency name b. State program name c. BARS account number d. County e. County Contract number f. Contract award amount including amendments (total Contract award) g. Current year expenditures iii.If the Contractor is a state or local government entity, the Office of the State Auditor shall conduct the audit. Audits of non-profit organizations are to be conducted by a certified public accountant selected by the Contractor. iv.The Contractor shall include the above audit requirements in any subcontracts. v. In all cases, the Contractor's financial records must be available for review by County. 8. Future Non-Allocation of Funds If sufficient funds are not appropriated or allocated for payment under this contract for any future fiscal period, the County will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. No penalty or expense shall accrue to the County in the event this provision applies. 9. Errors and Omissions Uncompensated In the event of any errors or omissions by the Contractor in the performance of any work required under this contract, the Contractor shall make any and all necessary corrections without additional compensation. Page 19 of 21 Professional Services Contract(tk and name and date) Exhibit C: Insurance Coverage The Contractor shall provide insurance coverage as set out in this Exhibit to protect the County should there be any claims, suits, actions, costs, damages or expenses arising from any loss, or negligent or intentional act or omission of the Contractor or subcontractor, or agents of either, while performing under the terms of this contract. All required insurance shall be issued by an insurance company authorized to do business within the State of Washington. The insurance shall name the County and its agents, officers, and employees as additional insureds under the insurance policy. All policies shall be primary to any other valid and collectable insurance. The Contractor shall instruct the insurers to give the County thirty (30) calendar days advance notice of any insurance cancellation or modification. The Contractor shall submit to the County within fifteen(15) calendar days of the Contract start date, proof of insurance identifying Lewis County as Primary, Non Contributory, additionally Insured, with endorsement(s) for additional insured as indicated below, which outlines the coverage and limits defined in this insurance section. During the term of the Contract, the Contractor shall submit renewal certificates with endorsements not less than thirty (30) calendar days prior to expiration of each policy required under this section. The Contractor shall provide insurance coverage that shall be maintained in full force and effect during the term of this Contract, as follows: 1. Commercial General Liability Insurance Policy Provide a Commercial General Liability Insurance Policy, including grant liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of Contract activity but no less than $1,000,000 per occurrence. Additionally, the Contractor is responsible for ensuring that any subcontractors provide adequate insurance coverage for the activities arising out of subcontracts. 2. Automobile Liability In the event that performance pursuant to this Contract involves the use of vehicles, owned or operated by the Contractor or its subcontractor, automobile liability insurance shall be required. The minimum limit for automobile liability is $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage. 3. Fidelity Insurance Every officer, director, employee, or agent who is authorized to act on behalf of the Contractor for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other instruments of payment for program costs shall be insured to provide protection against loss: i. The amount of fidelity coverage secured pursuant to this Contract shall be $100,000 or the highest of planned reimbursement for the Contract period, whichever is greatest. Fidelity insurance secured pursuant to this paragraph shall name the Contractor as beneficiary. Page 20 of 2 1 Professional Services Contract(#and name and date) ii. Subcontractors that receive $10,000 or more per year in funding through this Contract shall secure fidelity insurance as noted above. Fidelity insurance secured by subcontractors pursuant to this paragraph shall name the Contractor as beneficiary. 4. Business Property The Contractor shall provide business property insurance adequate to repair,replace, or recreate any County-owned property in the possession of the Contractor, or data, books, computer programs, plans, specifications, documents, films, pamphlets, reports, sound reproductions, studies, surveys, tapes, and/or training materials produced by the Contractor or any subcontractors in the performance of the work under this contract. 5. Industrial Insurance Waiver The Contractor shall comply with all applicable provisions of Title 51 Revised Code of Washington, Industrial Insurance. If the Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, County may collect from the Contractor the full amount payable to the Industrial Insurance Accident Fund. County may deduct the amount owed by the Contractor to the accident fund from the amount payable to the Contractor by County under this Contract, and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I's rights to collect from the Contractor. 6. Volunteer Medical Protection Contractor shall provide any volunteer who performs any duties related to or covered by this contract with coverage at no cost to the volunteer for immediate, short-term, and long-term medical care that substantially matches employee coverage as described in Title 51 Revised Code of Washington. Page 21 of 21 I 360 NW North Street Public Health & Social Services Chehalis WA 98532 LEWIS COUNTY 4 t6'as h,ng ton's FI r,t (.'ou ntv Professional Services Contract Contract#: MO1-002-18 Contract Name: Morningside Developmental Disability Services Preamble 1. Purpose This contract is entered into between Lewis County, hereinafter called County, and Morningside, hereinafter called Contractor, for the purpose of providing services to persons with developmental disabilities. 2. Parties Each party to this contract shall have a contract representative empowered to enter into this contract on behalf of their party. Each party may change its representative upon providing written notice to the other party. The parties' Contract Representatives for this contract are: For the County: Contract Officer Meja Handlen, Contracts Coordinator 360-740-1418 p 360-740-1185 f meja.handlen@lewiscouritywa.gov For the Contractor: Executive Director Jim Larson, President/CEO 360-943-0512 p jlarson @mside.org ...................................... . .. ........ .. ..__........ .._._..__. . Danette D. York, M.P.H., C.P.H. Director o 360.740.1223 F 360.740.1472 TDD 360.740.1480 Rachel Wood, M.D., M.P.H. Health Officer Professional Services Contract M01-002-18 Morningside 12/18 3. Authorization Only the Lewis County Board of County Commissioners, Director of Lewis County Public Health & Social Services, or its designated Contract Officer identified herein, shall have the expressed, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this contract. Furthermore, any alteration, amendment,modification, or waiver of any clause or condition of this contract is not effective or binding unless made in writing and signed by the Lewis County Board of County Commissioners, Director of Lewis County Public Health & Social Services, or its Contract Officer. 4. Contract Term The term of this contract shall commence and terminate as stated in Exhibit A: Statement of Work and Reporting Requirements attached hereto. 5. Contractor Representation Contractor represents by signing this contract that it is qualified and possesses the necessary capabilities and sufficient skills, including technical and professional skills where required and has the necessary licenses and certifications to perform the services set forth in this contract. 6. Mutually Negotiated County and Contractor acknowledge and by signing this contract agree that this contract has been mutually negotiated and agreed to by both parties. Page 2 of 20 • Professional Services Contract M01-002-18 Morningside 12/18 Signatures The terms'and conditions of this contract, including all attachments and subsequent amendments, constitute the entire and exclusive understanding between the parties. Except as provided for in section 23 of this contract, no other understandings, writings, and communications, oral or otherwise, regarding the subject matter of this contract shall exist to bind the parties. The parties signing below represent they have read and understand this contract, and have the authority to . execute this contract. NOTE: In accordance with Resolution 16-344,this contract is subject to approval by the Lewis County Board of County Commissioners if the total dollar value identified in Exhibit B equals or exceeds $40,000 in one calendar year. The Lewis County Board of County Commissioners delegates contract approval authority to the Director of Lewis County Public Health & Social Services if the total dollar value identified in Exhibit B is less than$40,000 in any calendar year, subject to all provisions in Resolution 16-344. For the County Lewis County Public Health & Social Services 360 NW North Street Chehalis, WA 98532 County signature: Cdi4•4i0V4— Dan ette D. York, MPH Public Health & Social Services Director Date: 1h7) & For the Contractor Morningside PO Box 7936 Olympia, WA 98507 L--,Contractor signature: da{g44Pr/CEV e and title r►. .. % L– Z7 -17 Approved as to Form Attest: ••••,,,,, Jonathan Meyer �.los couNT•,Q Prosecuting Atto 04`1$off p't 1� `• By: / / i� :i1 SINC (name (Clerk of the Board) . * �� 1845 1 z• (title) • • ; .o 0.vs1st G� .: -•0..i• Page 3 of 20 Professional Services Contract M01-002-18 Morningside 12/18 Table of Contents Preamble 1 1. Purpose 1 2. Parties 1 3. Authorization 2 4. Contract Term 2 5. Contractor Representation 2 6. Mutually Negotiated 2 Signatures 3 General Terms and Conditions 6 1. Scope of Contractor's Services 6 2. Accounting and Payment for Contractor Services 6 3. Assignment and Subcontracting 6 4. Independent Contractor 6 5. No Guarantee of Employment 7 6. Taxes 7 7. Regulations and Requirements 7 8. Public Records Law 7 9. Nondiscrimination 8 10. Political Activity Prohibited 8 11. Right to Review 8 12. Modifications 8 13. Termination 8 14. Termination for Default 8 15. Termination for Public Convenience 9 16. Suspension of Performance and Resumption of Performance 9 17. Termination Procedures 10 18. Defense and Indemnity Agreement 10 19. Insurance Coverage 10 20. Resolution of Conflicts 10 21. Disputes, Venue and Choice of Law 11 22. Records Maintenance 11 23. Contractor Commitments, Warranties and Representations 11 24. Recapture 11 25. Patent/Copyright Infringement 12 Page 4 of 20 Professional Services Contract M01-002-18 Morningside 12/18 26. Ownership and Use of Items Produced 12 27. Confidentiality 12 28. Ethics/Conflicts of Interest 13 29. Information System Security 13 30. Protection of Personal Information 13 31. Certification of Work 13 32. Contract Amendments 13 33. Notice 13 34. Debarment Certification 14 35. Severability 14 36. Conformance 14 37. Waiver 14 38. Survival 14 39. Entire Agreement 14 Special Terms and Conditions 15 S-1.Applicable Regulations 15 S-2.Written Policies and Procedures 15 S-3.Data Entry/Security 15 Exhibit A: Statement of Work and Reporting Requirements 16 1. Budget Detail 17 2. Compensation 17 3. Invoice Timeframe 17 4. Eligible Use of Funds 17 6. Duplicate Payment 17 7. Audit 18 8. Future Non-Allocation of Funds 18 9. Errors and Omissions Uncompensated 18 Exhibit C: Insurance Coverage 19 1. Commercial General Liability Insurance Policy 19 2. Automobile Liability 19 3. Fidelity Insurance 19 4. Business Property 20 5. Industrial Insurance Waiver 20 6. Volunteer Medical Protection 20 Page 5 of 20 Professional Services Contract M01-002-18 Morningside 12/18 General Terms and Conditions 1. Scope of Contractor's Services The Contractor agrees to provide to the County services, reports, and any material set forth in Exhibit A: Statement of Work and Reporting Requirements during the contract term. No material, labor, or facilities will be furnished by the County unless otherwise provided for in this contract. 2. Accounting and Payment for Contractor Services Payment to the Contractor for services rendered under this contract shall be as set forth in Exhibit B: Budget, Invoicing and Contractor Payment attached hereto. Unless specifically stated in Exhibit B or approved in writing in advance by the Contract Officer for this contract, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in the performance of this contract. The Contractor acknowledges that the entire compensation for this contract is specified in Exhibit B and the Contractor is not entitled to any County benefits including, but not limited to, vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Lewis County employees. 3. Assignment and Subcontracting Unless otherwise provided for in this contract, no portion of this contract may be assigned or subcontracted to any other individual, form, or entity without the express and prior written approval of the Contract Officer. Should the Contractor wish to subcontract, assign or delegate any or all of its rights or duties hereunder, it shall tender a detailed written request to the Contract Officer. Unless the Contractor receives written authorization to subcontract, assign, or delegate within 30 days, its request shall be deemed to have been denied. If the County approves subcontracting, the Contractor shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. The County, in its sole discretion, in writing may: (a)require the Contractor to amend its subcontracting procedures as they relate to this contract; (b) prohibit the Contractor from subcontracting with a particular person or entity; or(c)require the Contractor to rescind or amend a subcontract. 4. Independent Contractor The Contractor's services shall be furnished by the Contractor as an independent Contractor and nothing herein shall be construed to create a relationship of agent, employee, or servant of the County. The Contractor specifically has the right to direct and control Contractor's own activities in providing the agreed services in accordance with the specifications set out in this contract. The Contractor shall have and maintain complete responsibility and control over all of its subcontractors, employees, agents, and representatives. No subcontractor, employee, agent, or representative of the Contractor shall be or deem to be or act or purport to act as an employee, agent, or representative of the County. Page 6 of 20 Professional Services Contract M01-002-18 Morningside 12/18 The Contractor shall assume full responsibility for the payment of all payroll taxes, use, sales, income, or other form of taxes, fees, licenses, excises, or payments required by any city, county, state or federal legislation which is now or may during the term of this contract be enacted as to all employees, agents or representatives of the Contractor and as to all duties, activities, and requirements by the Contractor in performance of the work on this project. The Contractor shall assume full responsibility for ensuring all staff members hired or subcontracted under this contract are eligible to work according to all applicable state and federal laws. 5. No Guarantee of Employment The performance of all or part of this contract by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee an employment of the Contractor or any employee, agent or representative of the Contractor or any subcontractor, or any employee, agent or representative of any subcontractor by the County at the present time or in the futures. 6. Taxes The Contractor understands and acknowledges that the County will not withhold federal or state income taxes. Where required by state or federal law, the Contractor authorizes the County to make withholding for any taxes other than income taxes. All compensation received by the Contractor will be reported to the Internal Revenue Service and Washington State Department of Revenue in accordance with federal and state regulations. The Contractor is solely liable for any tax obligation arising from the Contractor's performance of this contract. The Contractor hereby agrees to indemnify the County against any demand to pay taxes arising from the Contractor's failure to pay taxes on compensation earned pursuant to this contract. The County will pay sales and use taxes imposed on goods and services acquired hereunder as required by law. The Contractor shall pay all other taxes including,but not limited to, Business and Occupation Tax, taxes based on the Contractor's gross or net income, or personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. 7. Regulations and Requirements This contract shall be subject to all laws, rules, and regulations of the United States of America, the State of Washington, and political subdivisions of the State of Washington, and to any other provisions set forth in Special Terms and Conditions. 8. Public Records Law The Contractor shall assist the County in fulfilling all obligations of the County under the Washington Public Records Act(chapter 42.56 of the Revised Code of Washington). In the event that the Contractor fails to fulfill its obligations pursuant to this section and due in whole or in part to such failure a court of competent jurisdiction imposes a penalty upon the County for violation of the Public Records Act, Contractor shall indemnify the County for that penalty, as well as for all costs and attorney fees incurred by the County in the litigation Page 7 of 20 Professional Services Contract M01-002-18 Morningside 12/18 giving rise to such a penalty. The obligations created by this section shall survive the termination of this contract. 9. Nondiscrimination The Contractor or any employee, agent or representative of the Contractor or any subcontractor shall not discriminate against any person in the performance of this contract in the performance of any of its obligations hereunder on the basis of race, color, creed, ethnicity, religion, national origin, age, sex, marital status, veteran or military status, sexual orientation or the presence of any disability. Implementation of this provision shall be consistent with Section 49.60.400 of the Revised Code of Washington. The Contractor must comply with the American with Disabilities Act of 1990, Public Law 101-336, including but not limited to protection to individuals with disabilities in the areas of employment,public accommodations, state and local government services, and telecommunications. 10. Political Activity Prohibited None of the funds provided under this contract shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office or ballot measure. However, no person engaged to perform such services pursuant to this contract shall be precluded from devoting income derived from such services to any lawful political activity, or to the support of a candidate for public office or of a ballot measure. 11. Right to Review This contract is subject to review by any federal or state auditor. The County or its designee shall have the right to review and monitor the financial and service components of this contract by whatever means are deemed expedient by the Contract Officer. Such review may occur with or without notice and may include, but is not limited to, on-site inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the contract and its performance, and any and all communications with or evaluations by service recipients under this contract. 12. Modifications Either party may request changes in the contract. Any and all agreed modifications shall be in writing, signed by each of the parties. 13. Termination Either party may terminate this contract upon 30 days' prior written notification to the other party. If this contract is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this contract prior to the effective date of termination. 14. Termination for Default If the Contractor defaults by failing to perform any of the obligations of this contract or becomes insolvent, or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, the County may,by depositing written notice to the Contractor in the U.S. mail, postage prepaid, terminate the contract, and at the County's option, obtain performance of the work elsewhere. Page 8 of 20 Professional Services Contract M01-002-18 Morningside 12/18 Any extra cost of damage to the County resulting from such default(s) shall be deducted from any money due or coming to the Contractor. Any remaining deficiency shall be payable to the County by the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, as may be applicable under Exhibit A, including all increased costs for completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. If notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. 15. Termination for Public Convenience The County may terminate the contract in whole or in part whenever the County determines, in its sole discretion, that such termination is in the interests of the County. Whenever the contract is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contract prices for completed items of work. The County shall make a reasonable, equitable adjustment in the contract price for partially completed items of work, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work.Termination of this contract by the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County. 16. Suspension of Performance and Resumption of Performance In the event of government closure, suspension or limitation of funding in any way after the effective date of this contract and prior to normal completion, the County may give notice to the Contractor to suspend performance as an alternative to termination. The County may elect to give written notice to the Contractor to suspend performance when the County determines that there is a reasonable likelihood that the funding insufficiency may be resolved in a timeframe that would allow performance to be resumed prior to the end date of this contract. Notice may include notice by facsimile or email to the Contractor's Representative. The Contractor shall suspend performance on the date stated in the written notice to suspend. During the period of suspension of performance, each party may inform the other of any conditions that may reasonably affect the potential for resumption of performance. Notice may be contingent upon the occurrence or non-occurrence of a future event; e.g. the failure of the State of Washington to pass a budget by a date specified in the notice. When the County determines that the funding insufficiency is resolved, the County may give the Contractor written notice to resume performance and a proposed date to resume performance. Upon receipt of written notice to resume performance, the Contractor will give written notice to the County as to whether it can resume performance, and, if so, the date upon which it agrees to resume performance. If the Contractor gives notice to the County that it cannot resume performance, the parties agree that the contract will be terminated retroactive to the original date of suspension of performance. If the date the Contractor gives notice it can resume performance is not acceptable to the County, the parties agree to discuss an alternative acceptable date. If an alternative date is not acceptable to the County, the Page 9 of 20 Professional Services Contract M01-002-18 Morningside 12/18 parties agree that the contract will be terminated retroactive to the original date of suspension of performance. If the funding issue is not resolved, the County may terminate the contract under the "Termination for Convenience" clause. 17. Termination Procedures After receipt of a notice of termination, except as otherwise directed by the County, the Contractor shall: i. Stop work under the contract on the date and to the extent specified in the notice; ii. Place no further orders or subcontracts for materials, services, or facilities related to the contract; iii. Assign to the County all of the rights, title, and interest of the contractor under the orders and subcontracts so terminated, in which case the County has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. Any attempt by the Contractor to settle such claims must have the prior written approval of the County; and iv. Preserve and transfer any materials, contract deliverables and/or County property in the Contractor's possession as directed by the County. Contractor shall not place extraordinary orders or subcontracts in anticipation of receiving a notice of termination, so as to circumvent section 17 (ii). Upon termination, the County may withhold any amount due as the County reasonably determines is necessary to protect the County against potential loss or liability resulting from the termination. The County shall pay any withheld amount to the Contractor if the county later determines that loss or liability will not occur. The rights and remedies of the County under this section are in addition to any other rights and remedies provided under this contract or otherwise provided under law. 18. Defense and Indemnity Agreement The Contractor shall defend, protect, and hold harmless the County or any officers or employees thereof, from and against all claims, suits, or action arising from any intentional or negligent act or omission of the Contractor or any employee, agent or representative of the Contractor or any subcontractor, while performing under the terms of this contract. 19. Insurance Coverage The Contractor shall comply with all provisions described in Exhibit C: Insurance Coverage, attached hereto. 20. Resolution of Conflicts In the event of an inconsistency in this contract, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: i. Applicable federal and state statutes and regulations ii. Special terms and conditions iii. Exhibits iv. General terms and conditions Page 10 of 20 Professional Services Contract MO1-002-18 Morningside 12/18 v. Any other provision of this contract whether incorporated by reference or otherwise. 21. Disputes,Venue and Choice of Law The County and the Contractor agree that any disputes that arise under or relating to this contract that cannot be resolved to the satisfaction of both parties shall be submitted to mediation before either party starts litigation in any form. An impartial third party acceptable to both the County and the Contractor will be appointed to mediate. Should the parties be unable to agree upon a mediator, then the dispute shall be mediated through the Washington Arbitration and Mediation Service, at its Tacoma office, and in accordance with the WAMS mediation rules. The County and the Contractor shall pay an equal percentage of the mediator's fees and expenses. The Contractor may not use any funds received under this contract to pay mediator's fees and expenses. The mediation shall be confidential in all respects, as allowed or required by law. In the event that mediation does not resolve the dispute, the venue for any litigation arising under or relating to this contract shall be in the courts of the State of Washington in and for the County of Lewis. This contract shall be governed by the laws of the State of Washington, excepting only the choice of law rules of the State of Washington. 22. Records Maintenance The Contractor shall maintain all books, records, documents, data and other evidence relating to this contract and performance of the services described herein, including but not limited to, accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract. Contractor shall retain such records for a period of seven(7) years following the date of final payment. If any litigation, claim or audit is started before the expiration of the seven- (7) year period, the records shall be retained for a period of seven (7) years after all litigation, claims, or audit findings involving the records have been finally resolved. 23. Contractor Commitments,Warranties and Representations Any written commitment received from the Contractor concerning this contract shall be binding on the Contractor, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Contractor to fulfill such a commitment shall render the Contractor liable for damages to the County. A commitment includes, but is not limited to, any representation made prior to execution of this contract, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, process, Contractor's qualifications or experience, or options for future acquisition to remain in effect for a fixed period or warranties. 24. Recapture In the event that the Contractor fails to perform services specified in this contract in accordance with state laws, federal laws, and/or the provisions of this contract, the County reserves the right to recapture funds in an amount required to compensate the County for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the Contractor or refunds under this recapture provision shall occur within the timeframe Page 11 of 20 Professional Services Contract M01-002-18 Morningside 12/18 specified by the County. In the alternative, the County may recapture such funds from payments due under this contract. 25. Patent/Copyright Infringement Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County, to the extent such action is based on the claim that information, goods or documentation supplied by the Contractor infringes any patent or copyright. Contractor will pay all costs, penalties, fees, and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payments are conditioned upon the following: i. That Contractor shall be notified promptly in writing by the County of any notice of such claim. ii. Contractor shall have the right,hereunder, at its option and expense, to obtain for the County the right to continue using the information in the event such claim of infringement is made, provided no reduction in performance or loss results to the County. 26. Ownership and Use of Items Produced Material produced in the performance of the work under this contract shall be"works made for hire" as defined by section 201(b) the U.S. Copyright Act of 1976 and shall be owned by the County. This material includes,but is not limited to, books, computer programs,plans, specifications, documents, films, pamphlets, reports, sound reproductions, studies, surveys, tapes, and/or training materials. County ownership includes the right to copyright,patent, register, and the ability to transfer these rights. All writings,programs, data, public records or other materials prepared by the Contractor or any employee, agent or representative of the Contractor or any subcontractor, in connection with the performance of this contract shall be for mutual use and shared between the Contractor and the County. The County agrees that if it uses any materials prepared by the Contractor for purposes other than those intended by this contract, it does so at its sole risk and it agrees to hold the Contractor harmless therefore to the extent such use is agreed to in writing by the Contractor. A copy of all or a portion of material produced shall be submitted to the County upon request or at the end of the contract using the hardware, software, or other method specified by the County at the time of such request. 27. Confidentiality The Contractor or any employee, agent or representative of the Contractor or any subcontractor shall maintain the confidentiality of all information provided by the County or acquired by the Contractor in performance of this contract, except upon prior written consent of the Lewis County Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the County. Contractor shall immediately give County notice of any judicial proceeding seeking disclosure of such information. Contractor shall indemnify and hold harmless the County, its officials, agents or employees from all loss or expense, including,but not limited to, settlements,judgments, setoffs, attorney's fees, and costs resulting from Contractor's breach of this provision. Page 12 of 20 Professional Services Contract M01-002-18 Morningside 12/18 28. Ethics/Conflicts of Interest In performing under this contract, the Contractor shall assure compliance with the Ethics in Public Service Act (Chapter 42.52 Revised Code of Washington), and any other applicable state or federal law related to ethics or conflicts of interest. 29. Information System Security The Contractor shall protect and maintain all confidential information gained by reason of this contract against unauthorized use, access, disclosure, modification or loss. Personal and/or medical information collected, used or acquired in connection with this contract shall be used solely for the purposes of this contract. 30. Protection of Personal Information The Contractor shall not use,publish, transfer, sell or otherwise disclose any confidential information gained by reason of this contract for any purpose that is not directly connected with the Contractor's performance of the services contemplated hereunder except as provided by law, received by the Contractor pursuant to section 8 of this contract or with the prior written consent of the individual or personal representative of the individual who is the subject of the personal information. Upon request by the County or at the end of the contract term, or when no longer needed,the Contractor shall return the confidential information or certify in writing that the Contractor destroyed the information in a manner that cannot be reconstructed. 31. Certification of Work All work submitted by the Contractor shall be certified by the Contractor and checked for errors and omissions. The Contractor shall be responsible for the accuracy of the work, even if the work is accepted by the County. 32. Contract Amendments No amendment,modification or renewal shall be made to this contract unless set forth in a written Contract Amendment, signed by both parties.Work under a Contract Amendment shall not proceed until the County duly executes the Contract Amendment. 33. Notice Except as set forth elsewhere in the contract, for all purposes under this contract, except service of process, notice shall be given by the Contractor to the Contract Officer, 360 NW North Street, Chehalis, WA 98532. Notice to the Contractor for all purposes under this contract will be given to the Contractor's address shown on the Signature Page attached hereto. Notices and other communications anticipated by this contract, e.g. a request to subcontract per section 3, may be hand-delivered by an agent of the party serving notice, delivered by courier(such as UPS or FedEx), or delivered by First Class Mail. A notice or communication hand-delivered or delivered by courier shall be deemed to be served when it is left with an officer, agent, or employee of the party to whom notice is due. A notice delivered by First Class Mail shall be deemed to be served three days (excluding Sundays and Postal Service holidays) after it is placed into a U.S. Postal Service collection box or left at a U.S. post office, providing postage has been fully prepaid. Page 13 of 20 Professional Services Contract M01-002-18 Morningside 12/18 34. Debarment Certification The Contractor,by signature to this contract, certifies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participating in this contract or any program agreement by any federal, state or local government or agency or by any special district. The Contractor also agrees to include the above requirement in all subcontracts into which it enters. 35. Severability If any term or condition of this contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this contract are declared severable. 36. Conformance If any provision of this contract violates any statute or rule of law of the state of Washington of the United States of America, it is considered modified to conform to that statute or rule of law. 37. Waiver Waiver of any breach or condition of this contract shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this contract shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the party granting such a waiver. 38. Survival The terms and conditions contained in this contract will survive the completion, cancellation, termination or expiration of the contract. 39. Entire Agreement This written contract along with attached exhibits and the documents and terms incorporated herein by section 23 of this contract,represents the entire agreement between the parties. Page 14 of 20 Professional Services Contract M01-002-18 Morningside 12/18 Special Terms and Conditions S-1. Applicable Regulations The Contractor is required to comply with the requirements of the following referenced documents in performing services pursuant to this contract. The terms of each are incorporated by reference as part of this contract as fully as if set forth in full herein. S-2. Written Policies and Procedures 1.1. DDA Criteria for an Evaluation System https://www.dshs.wa.goy/sites/default/files/DDA/dda/documents/CO%20- .20Criteria%20for%20Evaluation x.202013-15%200713.pdf 1.2. DDA Policy https://www.dshs.wa.gov/dda/policies-and-rules/policy-manual sections: 3.01/4.11/5.02/5.03/5.05/5.06/5.13/5.14/5.15/5.17/6.0 8/6.13/9.07/12.01/15.01/15.03 1.3. Disability Rights of Washington(formerly Washington Protection and Advocacy System) Access Agreement 1.4. County Guidelines https://www.dshs.wa.gov/sites/default/files/DDA/dda/documents/c guidelines.pdf 1.5. Employment Outcomes Instructions and Job Type Codes 1.6. Employment Phases and Billable Activities 1.7. Community Access Billable Activities 1.8. WAC 388-06 Background/Criminal History Checks 1.9. WAC 388-823 Eligibility 1.10. WAC 388-825 Service Rules 1.11. WAC 388-828 Assessment 1.12. WAC 388-845-0001, 0030, 0110, 0205, 0210, 0215,0220,0600, 0605, 0610, 2100, and 2110 1.13. WAC 388-850 County Plan S-3. Data Entry/Security The Contractor shall protect and maintain all Confidential Information gained by reason of this Agreement against unauthorized use,access,disclosure,modification or loss. This duty requires the Contractor to employ reasonable security measures,which include safeguarding and restricting access to the Confidential Information herein referenced: https://www.dshs.wa.gov/sites/default/files/DDA/dda/documents/DDA%20County%20Program% 20Agreement%20Data%20Security%20Requirements.pdf Page 15 of 20 Professional Services Contract M01-002-18 Morningside 12/18 Exhibit A: Statement of Work and Reporting Requirements The purpose of this Statement of Work is to detail the work to be performed by the Contractor and the methods and content for reporting progress by the Contractor in fulfilling all duties encompassed in this contract. The Contractor shall work in cooperation with the County to act in accordance with WAC 388-845 and to monitor individual client yearly waiver limits for client support services for Employment&Day programs. The term of this contract shall commence on July 1St 2017 and terminate on June 30, 2018. The Contractor shall administer funds awarded hereunder, to support a variety of activities, including staffing, data collection and reporting. Activities shall include,but not be limited to, the following: Activity Activity Outcomes Reporting Due Date Number Requirement 1 Individual Provide one-to-one services necessary to help • Initial ISE Annual Supported persons with developmental disabilities obtain plan within 30 Plan is Employment and continue integrated employment at or above days of due yearly (ISE) the state's minimum wage in the general service based on workforce.These services may include intake, notification client discovery,assessment,job preparation,job • 6 month entry into marketing,job supports,record keeping and progress plan the support to maintain a job. from date of service. Clients being served under ISE who are not initial or employed will be provided with discovery yearly ISE 6 month services,job marketing,and a report every 90 plan progress days of what activities have occurred on their plan no behalf to obtain employment.Reports will be greater made available to the client,guardian,DDA staff than 6 and county coordinator. months For Individual Employment where the service from the provider is also the Client's employer,long term time funding will remain available to the service provider employer for six months after the employee DDA Client's date of hire. At the end of the six month period,if the DDA Client continues to need support on the job,another service provider who is not the employer of record must provide the support unless the County issues prior written approval for the service provider to continue to provide long-term supports if needed. Page 16 of 20 Professional Services Contract M01-002-18 Morningside 12/18 Exhibit B: Budget, Invoicing, and Contractor Payment The County shall pay an amount not to exceed $241,740.00 to the Contractor for work as described in Exhibit A, subject to conditions set forth in this Exhibit B: Budget, Invoicing, and Contractor Payment. 1. Budget Detail Supported Employment Services (ISE) $ 241,740 TOTAL $241,740 2. Compensation Payment to the Contractor for services rendered under this contract shall be as set forth in Exhibit B. Where Exhibit B requires payments by Lewis County,payment shall be made on a reimbursement basis, supported, unless otherwise provided in Exhibit B, by documentation of units of work actually performed (time sheets) and amounts earned, including where appropriate, the actual number of days worked each month, total number of hours for the month, and total dollar payment requested. Costs allowable under this contract are actual expenditures according to an approved budget up to the maximum amount stated above. The Contractor shall use federal cost principles specified in OMB Circular A-110 "Cost Principles Applicable to Grants, Contracts and other Agreements"with non-profit organizations as applicable. The Contractor shall include this last paragraph in any subcontracts. The County may withhold reimbursement payment if the Contractor fails to submit required invoices and supportive documentation to the County. The Contractor's failure to submit invoices as specified is grounds for the County to terminate the contract as provided herein. 3. Invoice Timeframe The Contractor shall submit invoices to the County Contract Officer identified herein or to other such person identified by the County Contract Officer by the 10th of each month. 4. Eligible Use of Funds Funding awarded under this contract may only be used for activities described in Exhibit A. The County shall pay the Contractor allowable, allocable and reimbursable costs,as defined in the most recently published BARS Supplementary Instructions for Developmental Disabilities Administration.The Contractor shall take all necessary and reasonable steps to comply with the currently effective DDA BARS Supplemental manual.For Group Supported Employment, Clients must have paid work or paid training. The total number of direct service staff hours provided to the group should be equal to or greater than the group's collective amount of individual support monthly base hours. If the direct service staff hours are less than the collective amount, then the provider will be reimbursed only for the number of hours staff actually provided. 6. Duplicate Payment The Contractor certifies that work to be performed under this contract does not duplicate any work to be charged against any other contract, subcontract or other source. Page 17 of 20 Professional Services Contract MO1-002-18 Morningside 12/18 7. Audit i. General Requirements: The Contractor is to procure audit services based on the following guidelines: a. The Contractor shall maintain its records and accounts so as to facilitate the audit requirement and shall ensure that any subcontractor also maintains auditable records. b. The Contractor is responsible for any audit exceptions incurred by its own organization or that of its subcontractor. The County reserves the right to recover from the Contractor all disallowed costs resulting from the audit. c. As applicable, the Contractor shall be required to have an audit and must ensure all audits are performed in accordance with Generally Accepted Auditing Standards (GAAS); including,but not limited to, the Government Auditing Standards (the Revised Yellow Book) developed by the Comptroller General. d. Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit report. The Contractor must respond to County requests for information or corrective action concerning audit issues within thirty (30) days of the date of request ii. State Fund Requirements: Contractors expending$100,000 or more in total state funds in a fiscal year must have a financial audit as defined by Government Auditing Standards (The Revised Yellow Book) and according to Generally Accepted Auditing Standards (GAAS). The Schedule of State Financial Assistance must be included. The schedule includes: a. Contractor agency name b. State program name c. BARS account number d. County e. County Contract number f. Contract award amount including amendments (total Contract award) g. Current year expenditures iii.If the Contractor is a state or local government entity,the Office of the State Auditor shall conduct the audit. Audits of non-profit organizations are to be conducted by a certified public accountant selected by the Contractor. iv.The Contractor shall include the above audit requirements in any subcontracts. v. In all cases, the Contractor's financial records must be available for review by County. 8. Future Non-Allocation of Funds If sufficient funds are not appropriated or allocated for payment under this contract for any future fiscal period, the County will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. No penalty or expense shall accrue to the County in the event this provision applies. 9. Errors and Omissions Uncompensated In the event of any errors or omissions by the Contractor in the performance of any work required under this contract, the Contractor shall make any and all necessary corrections without additional compensation. Page 18 of 20 Professional Services Contract M0!-002-18 Morningside 12/18 Exhibit C: Insurance Coverage The Contractor shall provide insurance coverage as set out in this Exhibit to protect the County should there be any claims, suits, actions, costs, damages or expenses arising from any loss, or negligent or intentional act or omission of the Contractor or subcontractor, or agents of either, while performing under the terms of this contract. All required insurance shall be issued by an insurance company authorized to do business within the State of Washington. The insurance shall name the County and its agents, officers, and employees as additional insureds under the insurance policy. All policies shall be primary to any other valid and collectable insurance. The Contractor shall instruct the insurers to give the County thirty(30) calendar days advance notice of any insurance cancellation or modification. The Contractor shall submit to the County within fifteen(15) calendar days of the Contract start date,proof of insurance identifying Lewis County as Primary,Non Contributory, additionally Insured, with endorsement(s) for additional insured as indicated below, which outlines the coverage and limits defined in this insurance section. During the term of the Contract, the Contractor shall submit renewal certificates with endorsements not less than thirty(30) calendar days prior to expiration of each policy required under this section. The Contractor shall provide insurance coverage that shall be maintained in full force and effect during the term of this Contract, as follows: 1. Commercial General Liability Insurance Policy Provide a Commercial General Liability Insurance Policy, including grant liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of Contract activity but no less than$1,000,000 per occurrence. Additionally, the Contractor is responsible for ensuring that any subcontractors provide adequate insurance coverage for the activities arising out of subcontracts. 2. Automobile Liability In the event that performance pursuant to this Contract involves the use of vehicles, owned or operated by the Contractor or its subcontractor, automobile liability insurance shall be required. The minimum limit for automobile liability is $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage. 3. Fidelity Insurance Every officer, director, employee, or agent who is authorized to act on behalf of the Contractor for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other instruments of payment for program costs shall be insured to provide protection against loss: i. The amount of fidelity coverage secured pursuant to this Contract shall be$100,000 or the highest of planned reimbursement for the Contract period, whichever is greatest. Fidelity insurance secured pursuant to this paragraph shall name the Contractor as beneficiary. Page 19 of 20 Professional Services Contract M01-002-18 Morningside 12/18 ii. Subcontractors that receive$10,000 or more per year in funding through this Contract shall secure fidelity insurance as noted above. Fidelity insurance secured by subcontractors pursuant to this paragraph shall name the Contractor as beneficiary. 4. Business Property The Contractor shall provide business property insurance adequate to repair, replace, or recreate any County-owned property in the possession of the Contractor, or data, books, computer programs, plans, specifications, documents, films,pamphlets, reports, sound reproductions, studies, surveys, tapes, and/or training materials produced by the Contractor or any subcontractors in the performance of the work under this contract. 5. Industrial Insurance Waiver The Contractor shall comply with all applicable provisions of Title 51 Revised Code of Washington, Industrial Insurance. If the Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, County may collect from the Contractor the full amount payable to the Industrial Insurance Accident Fund. County may deduct the amount owed by the Contractor to the accident fund from the amount payable to the Contractor by County under this Contract, and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I's rights to collect from the Contractor. 6. Volunteer Medical Protection Contractor shall provide any volunteer who performs any duties related to or covered by this contract with coverage at no cost to the volunteer for immediate, short-term, and long-term medical care that substantially matches employee coverage as described in Title 51 Revised Code of Washington. Page 20 of 20 360 NW North Street Public Health & Social Services Chehalis WA 98532 \LEWIS COUNTY, Professional Services Contract Contract#: LO1-003-18 Contract Name: LCWO Developmental Disability Services Preamble 1. Purpose This contract is entered into between Lewis County, hereinafter called County, and Lewis County Work Opportunities, hereinafter called Contractor, for the purpose of providing services to persons with developmental disabilities. 2. Parties Each party to this contract shall have a contract representative empowered to enter into this contract on behalf of their party. Each party may change its representative upon providing written notice to the other party. The parties' Contract Representatives for this contract are: For the County: Contract Officer Meja Handlen, Contracts Coordinator 360-740-1418 p 360-740-1185 f meja.handlen @lewiscountywa.gov For the Contractor: Executive Director Greg Martin, Executive Director 360-345-1094 p 360-345-1097 f gsmartin @lcworkop.org • Danette D. York, M.P.H., C.P.H. Director o 360.740.1223 F 360.740.1472 Too 360.740.1480 Rachel Wood, M.D. M.P.H. Health Officer Professional Services Contract L01-003-18LCWO 12/18 3. Authorization Only the Lewis County Board of County Commissioners, Director of Lewis County Public Health & Social Services, or its designated Contract Officer identified herein, shall have the expressed, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this contract. Furthermore, any alteration, amendment,modification,or waiver of any clause or condition of this contract is not effective or binding unless made in writing and signed by the Lewis County Board of County Commissioners, Director of Lewis County Public Health& Social Services, or its Contract Officer. 4. Contract Term The term of this contract shall commence and terminate as stated in Exhibit A: Statement of Work and Reporting Requirements attached hereto. 5. Contractor Representation Contractor represents by signing this contract that it is qualified and possesses the necessary capabilities and sufficient skills, including technical and professional skills where required and has the necessary licenses and certifications to perform the services set forth in this contract. 6. Mutually Negotiated County and Contractor acknowledge and by signing this contract agree that this contract has been mutually negotiated and agreed to by both parties. Page 2 of 21 Professional Services Contract L01-003-18 LCWO 12/18 Signatures The terms and conditions of this contract, including all attachments and subsequent amendments, constitute the entire and exclusive understanding between the parties. Except as provided for in section 23 of this contract,no other understandings,writings, and communications, oral or otherwise, regarding the subject matter of this contract shall exist to bind the parties. The parties signing below represent they have read and understand this contract, and have the authority to execute this contract. NOTE: In accordance with Resolution 16-344, this contract is subject to approval by the Lewis County Board of County Commissioners if the total dollar value identified in Exhibit B equals or exceeds $40,000 in one calendar year. The Lewis County Board of County Commissioners delegates contract approval authority to the Director of Lewis County Public Health & Social Services if the total dollar value identified in Exhibit B is less than$40,000 in any calendar year, subject to all provisions in Resolution 16-344. For the County Lewis County Public Health & Social Services 360 NW North Street Chehalis, WA 98532 County signature: C� Danette D. York, MPH Public Health& Social Services Director Date: ///712O/a For the Contractor Lewis County Work Opportunities 122 Sears Road Chehalis, WA 98532 //Z------1 Contractor signature: Name and title Date: /.--\ - -- I r4 Approved as to Form Jonathan Meyer / Attest: .•.,, , �.�1gCOUN�� Prosecuting •• rn� .41 4 $off r� . o� o fir` • / sip ( a e) (Clerk of the Board) •• *6 1845 1°R (title) •-7,\ , ®•W\Col is_tti �{'-. �° Ns lstco . Page 3 of 21 Professional Services Contract L01-003-18LCWO 12/18 Table of Contents Preamble 1 1. Purpose 1 2. Parties 1 3. Authorization 2 4. Contract Term 2 5. Contractor Representation 2 6. Mutually Negotiated 2 Signatures 3 General Terms and Conditions 6 1. Scope of Contractor's Services 6 2. Accounting and Payment for Contractor Services 6 3. Assignment and Subcontracting 6 4. Independent Contractor 6 5. No Guarantee of Employment 7 6. Taxes 7 7. Regulations and Requirements 7 8. Public Records Law 7 9. Nondiscrimination 8 10. Political Activity Prohibited 8 11. Right to Review 8 12. Modifications S 13. Termination 8 14. Termination for Default 8 15. Termination for Public Convenience 9 16. Suspension of Performance and Resumption of Performance 9 17. Termination Procedures 10 18. Defense and Indemnity Agreement 10 19. Insurance Coverage 10 20. Resolution of Conflicts 10 21. Disputes, Venue and Choice of Law 11 22. Records Maintenance 11 23. Contractor Commitments, Warranties and Representations 11 24. Recapture 11 25. Patent/Copyright Infringement 12 Page 4 of 21 Professional Services Contract L01-003-18 LC{VO 12/18 26. Ownership and Use of Items Produced 12 27. Confidentiality 12 28. Ethics/Conflicts of Interest 13 29. Information System Security 13 30. Protection of Personal Information 13 31. Certification of Work 13 32. Contract Amendments 13 33. Notice 13 34. Debarment Certification 14 35. Severability 14 36. Conformance 14 37. Waiver 14 38. Survival 14 39. Entire Agreement 14 Special Terms and Conditions 15 S-1.Applicable Regulations 15 S-2.Written Policies and Procedures 15 S-3.Data Entry/Security 15 Exhibit A: Statement of Work and Reporting Requirements 16 1. Budget Detail 18 2. Compensation 18 3. Invoice Timeframe 18 4. Eligible Use of Funds 18 6. Duplicate Payment 18 7. Audit 19 8. Future Non-Allocation of Funds 19 9. Errors and Omissions Uncompensated 19 Exhibit C: Insurance Coverage 20 1. Commercial General Liability Insurance Policy 20 2. Automobile Liability 20 3. Fidelity Insurance 20 4. Business Property 21 5. Industrial Insurance Waiver 21 6. Volunteer Medical Protection 21 Page 5 of 21 Professional Services Contract L01-003-18 LCWO 12/18 General Terms and Conditions 1. Scope of Contractor's Services The Contractor agrees to provide to the County services, reports, and any material set forth in Exhibit A: Statement of Work and Reporting Requirements during the contract term. No material, labor, or facilities will be furnished by the County unless otherwise provided for in this contract. 2. Accounting and Payment for Contractor Services Payment to the Contractor for services rendered under this contract shall be as set forth in Exhibit B: Budget, Invoicing and Contractor Payment attached hereto. Unless specifically stated in Exhibit B or approved in writing in advance by the Contract Officer for this contract, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in the performance of this contract. The Contractor acknowledges that the entire compensation for this contract is specified in Exhibit B and the Contractor is not entitled to any County benefits including,but not limited to, vacation pay,holiday pay, sick leave pay,medical, dental, or other insurance benefits, or any other rights or privileges afforded to Lewis County employees. 3. Assignment and Subcontracting Unless otherwise provided for in this contract, no portion of this contract may be assigned or subcontracted to any other individual, form,or entity without the express and prior written approval of the Contract Officer. Should the Contractor wish to subcontract, assign or delegate any or all of its rights or duties hereunder, it shall tender a detailed written request to the Contract Officer. Unless the Contractor receives written authorization to subcontract, assign, or delegate within 30 days, its request shall be deemed to have been denied. If the County approves subcontracting, the Contractor shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. The County, in its sole discretion, in writing may: (a)require the Contractor to amend its subcontracting procedures as they relate to this contract; (b)prohibit the Contractor from subcontracting with a particular person or entity; or(c)require the Contractor to rescind or amend a subcontract. 4. Independent Contractor The Contractor's services shall be furnished by the Contractor as an independent Contractor and nothing herein shall be construed to create a relationship of agent, employee, or servant of the County. The Contractor specifically has the right to direct and control Contractor's own activities in providing the agreed services in accordance with the specifications set out in this contract. The Contractor shall have and maintain complete responsibility and control over all of its subcontractors, employees, agents, and representatives. No subcontractor, employee, agent, or representative of the Contractor shall be or deem to be or act or purport to act as an employee, agent, or representative of the County. Page 6 of 21 Professional Services Contract L01-003-18 LCWO 12/18 The Contractor shall assume full responsibility for the payment of all payroll taxes,use, sales, income, or other form of taxes, fees, licenses, excises, or payments required by any city, county, state or federal legislation which is now or may during the term of this contract be enacted as to all employees, agents or representatives of the Contractor and as to all duties, activities, and requirements by the Contractor in performance of the work on this project. The Contractor shall assume full responsibility for ensuring all staff members hired or subcontracted under this contract are eligible to work according to all applicable state and federal laws. 5. No Guarantee of Employment The performance of all or part of this contract by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee an employment of the Contractor or any employee, agent or representative of the Contractor or any subcontractor, or any employee, agent or representative of any subcontractor by the County at the present time or in the futures. 6. Taxes The Contractor understands and acknowledges that the County will not withhold federal or state income taxes. Where required by state or federal law, the Contractor authorizes the County to make withholding for any taxes other than income taxes. All compensation received by the Contractor will be reported to the Internal Revenue Service and Washington State Department of Revenue in accordance with federal and state regulations.The Contractor is solely liable for any tax obligation arising from the Contractor's performance of this contract. The Contractor hereby agrees to indemnify the County against any demand to pay taxes arising from the Contractor's failure to pay taxes on compensation earned pursuant to this contract. The County will pay sales and use taxes imposed on goods and services acquired hereunder as required by law. The Contractor shall pay all other taxes including, but not limited to, Business and Occupation Tax, taxes based on the Contractor's gross or net income, or personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. 7. Regulations and Requirements This contract shall be subject to all laws, rules, and regulations of the United States of America, the State of Washington, and political subdivisions of the State of Washington, and to any other provisions set forth in Special Terms and Conditions. 8. Public Records Law The Contractor shall assist the County in fulfilling all obligations of the County under the Washington Public Records Act(chapter 42.56 of the Revised Code of Washington). In the event that the Contractor fails to fulfill its obligations pursuant to this section and due in whole or in part to such failure a court of competent jurisdiction imposes a penalty upon the County for violation of the Public Records Act, Contractor shall indemnify the County for that penalty, as well as for all costs and attorney fees incurred by the County in the litigation Page 7of21 Professional Services Contract L01-003-18 LC6'O 12/18 giving rise to such a penalty. The obligations created by this section shall survive the termination of this contract. 9. Nondiscrimination The Contractor or any employee, agent or representative of the Contractor or any subcontractor shall not discriminate against any person in the performance of this contract in the performance of any of its obligations hereunder on the basis of race, color, creed, ethnicity, religion, national origin, age, sex,marital status, veteran or military status, sexual orientation or the presence of any disability. Implementation of this provision shall be consistent with Section 49.60.400 of the Revised Code of Washington. The Contractor must comply with the American with Disabilities Act of 1990, Public Law 101-336, including but not limited to protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 10. Political Activity Prohibited None of the funds provided under this contract shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office or ballot measure. However, no person engaged to perform such services pursuant to this contract shall be precluded from devoting income derived from such services to any lawful political activity, or to the support of a candidate for public office or of a ballot measure. 11. Right to Review This contract is subject to review by any federal or state auditor. The County or its designee shall have the right to review and monitor the financial and service components of this contract by whatever means are deemed expedient by the Contract Officer. Such review may occur with or without notice and may include,but is not limited to, on-site inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the contract and its performance, and any and all communications with or evaluations by service recipients under this contract. 12. Modifications Either party may request changes in the contract. Any and all agreed modifications shall be in writing, signed by each of the parties. 13. Termination Either party may terminate this contract upon 30 days' prior written notification to the other party. If this contract is so terminated,the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this contract prior to the effective date of termination. 14. Termination for Default If the Contractor defaults by failing to perform any of the obligations of this contract or becomes insolvent, or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. mail, postage prepaid, terminate the contract, and at the County's option, obtain performance of the work elsewhere. Page 8 of 21 Professional Services Contract L01-003-18 LCWO 12/18 Any extra cost of damage to the County resulting from such default(s) shall be deducted from any money due or coming to the Contractor. Any remaining deficiency shall be payable to the County by the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, as may be applicable under Exhibit A, including all increased costs for completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. If notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. 15. Termination for Public Convenience The County may terminate the contract in whole or in part whenever the County determines, in its sole discretion, that such termination is in the interests of the County. Whenever the contract is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contract prices for completed items of work.The County shall make a reasonable, equitable adjustment in the contract price for partially completed items of work, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this contract by the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County. 16. Suspension of Performance and Resumption of Performance In the event of government closure, suspension or limitation of funding in any way after the effective date of this contract and prior to normal completion, the County may give notice to the Contractor to suspend performance as an alternative to termination. The County may elect to give written notice to the Contractor to suspend performance when the County determines that there is a reasonable likelihood that the funding insufficiency may be resolved in a timeframe that would allow performance to be resumed prior to the end date of this contract.Notice may include notice by facsimile or email to the Contractor's Representative. The Contractor shall suspend performance on the date stated in the written notice to suspend. During the period of suspension of performance, each party may inform the other of any conditions that may reasonably affect the potential for resumption of performance. Notice may be contingent upon the occurrence or non-occurrence of a future event; e.g. the failure of the State of Washington to pass a budget by a date specified in the notice. When the County determines that the funding insufficiency is resolved, the County may give the Contractor written notice to resume performance and a proposed date to resume performance. Upon receipt of written notice to resume performance, the Contractor will give written notice to the County as to whether it can resume performance, and,if so,the date upon which it agrees to resume performance. If the Contractor gives notice to the County that it cannot resume performance, the parties agree that the contract will be terminated retroactive to the original date of suspension of performance. If the date the Contractor gives notice it can resume performance is not acceptable to the County, the parties agree to discuss an alternative acceptable date. If an alternative date is not acceptable to the County, the Page 9 of 21 Professional Services Contract L01-003-18 LCWO 12/18 parties agree that the contract will be terminated retroactive to the original date of suspension of performance. If the funding issue is not resolved, the County may terminate the contract under the "Termination for Convenience" clause. 17. Termination Procedures After receipt of a notice of termination, except as otherwise directed by the County, the Contractor shall: i. Stop work under the contract on the date and to the extent specified in the notice; ii. Place no further orders or subcontracts for materials, services, or facilities related to the contract; iii. Assign to the County all of the rights, title, and interest of the contractor under the orders and subcontracts so terminated, in which case the County has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. Any attempt by the Contractor to settle such claims must have the prior written approval of the County; and iv. Preserve and transfer any materials, contract deliverables and/or County property in the Contractor's possession as directed by the County. Contractor shall not place extraordinary orders or subcontracts in anticipation of receiving a notice of termination, so as to circumvent section 17 (ii). Upon termination, the County may withhold any amount due as the County reasonably determines is necessary to protect the County against potential loss or liability resulting from the termination. The County shall pay any withheld amount to the Contractor if the county later determines that loss or liability will not occur. The rights and remedies of the County under this section are in addition to any other rights and remedies provided under this contract or otherwise provided under law. 18. Defense and Indemnity Agreement The Contractor shall defend, protect, and hold harmless the County or any officers or employees thereof, from and against all claims, suits, or action arising from any intentional or negligent act or omission of the Contractor or any employee, agent or representative of the Contractor or any subcontractor, while performing under the terms of this contract. 19. Insurance Coverage The Contractor shall comply with all provisions described in Exhibit C: Insurance Coverage, attached hereto. 20. Resolution of Conflicts In the event of an inconsistency in this contract, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: i. Applicable federal and state statutes and regulations ii. Special terms and conditions iii. Exhibits iv. General terms and conditions Page 10 of 21 Professional Services Contract L01-003-18 LCWO 12/18 v. Any other provision of this contract whether incorporated by reference or otherwise. 21. Disputes,Venue and Choice of Law The County and the Contractor agree that any disputes that arise under or relating to this contract that cannot be resolved to the satisfaction of both parties shall be submitted to mediation before either party starts litigation in any form. An impartial third party acceptable to both the County and the Contractor will be appointed to mediate. Should the parties be unable to agree upon a mediator, then the dispute shall be mediated through the Washington Arbitration and Mediation Service, at its Tacoma office, and in accordance with the WAMS mediation rules. The County and the Contractor shall pay an equal percentage of the mediator's fees and expenses.The Contractor may not use any funds received under this contract to pay mediator's fees and expenses. The mediation shall be confidential in all respects, as allowed or required by law. In the event that mediation does not resolve the dispute, the venue for any litigation arising under or relating to this contract shall be in the courts of the State of Washington in and for the County of Lewis.This contract shall be governed by the laws of the State of Washington, excepting only the choice of law rules of the State of Washington. 22. Records Maintenance The Contractor shall maintain all books, records, documents, data and other evidence relating to this contract and performance of the services described herein, including but not limited to, accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract. Contractor shall retain such records for a period of seven (7) years following the date of final payment. If any litigation, claim or audit is started before the expiration of the seven- (7) year period, the records shall be retained for a period of seven(7) years after all litigation, claims, or audit findings involving the records have been finally resolved. 23. Contractor Commitments,Warranties and Representations Any written commitment received from the Contractor concerning this contract shall be binding on the Contractor, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Contractor to fulfill such a commitment shall render the Contractor liable for damages to the County. A commitment includes,but is not limited to, any representation made prior to execution of this contract, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, process, Contractor's qualifications or experience, or options for future acquisition to remain in effect for a fixed period or warranties. 24. Recapture In the event that the Contractor fails to perform services specified in this contract in accordance with state laws, federal laws, and/or the provisions of this contract, the County reserves the right to recapture funds in an amount required to compensate the County for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the Contractor or refunds under this recapture provision shall occur within the timeframe Page 11 of 21 Professional Services Contract L01-003-18 LCWO 12/18 specified by the County. In the alternative, the County may recapture such funds from payments due under this contract. 25. Patent/Copyright Infringement Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County,to the extent such action is based on the claim that information, goods or documentation supplied by the Contractor infringes any patent or copyright. Contractor will pay all costs,penalties, fees, and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payments are conditioned upon the following: i. That Contractor shall be notified promptly in writing by the County of any notice of such claim. ii. Contractor shall have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information in the event such claim of infringement is made,provided no reduction in performance or loss results to the County. 26. Ownership and Use of Items Produced Material produced in the performance of the work under this contract shall be"works made for hire" as defined by section 201(b)the U.S. Copyright Act of 1976 and shall be owned by the County. This material includes,but is not limited to, books, computer programs,plans, specifications, documents, films,pamphlets, reports, sound reproductions, studies, surveys, tapes, and/or training materials. County ownership includes the right to copyright, patent, register, and the ability to transfer these rights. All writings, programs, data, public records or other materials prepared by the Contractor or any employee, agent or representative of the Contractor or any subcontractor, in connection with the performance of this contract shall be for mutual use and shared between the Contractor and the County. The County agrees that if it uses any materials prepared by the Contractor for purposes other than those intended by this contract,it does so at its sole risk and it agrees to hold the Contractor harmless therefore to the extent such use is agreed to in writing by the Contractor. A copy of all or a portion of material produced shall be submitted to the County upon request or at the end of the contract using the hardware, software, or other method specified by the County at the time of such request. 27. Confidentiality The Contractor or any employee, agent or representative of the Contractor or any subcontractor shall maintain the confidentiality of all information provided by the County or acquired by the Contractor in performance of this contract, except upon prior written consent of the Lewis County Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the County. Contractor shall immediately give County notice of any judicial proceeding seeking disclosure of such information. Contractor shall indemnify and hold harmless the County, its officials, agents or employees from all loss or expense, including,but not limited to, settlements,judgments, setoffs, attorney's fees, and costs resulting from Contractor's breach of this provision. Page 12 of 21 Professional Services Contract L01-003-18 LOW 12/18 28. Ethics/Conflicts of Interest In performing under this contract, the Contractor shall assure compliance with the Ethics in Public Service Act(Chapter 42.52 Revised Code of Washington), and any other applicable state or federal law related to ethics or conflicts of interest. 29. Information System Security The Contractor shall protect and maintain all confidential information gained by reason of this contract against unauthorized use, access, disclosure,modification or loss. Personal and/or medical information collected, used or acquired in connection with this contract shall be used solely for the purposes of this contract. 30. Protection of Personal Information The Contractor shall not use,publish, transfer, sell or otherwise disclose any confidential information gained by reason of this contract for any purpose that is not directly connected with the Contractor's performance of the services contemplated hereunder except as provided by law,received by the Contractor pursuant to section 8 of this contract or with the prior written consent of the individual or personal representative of the individual who is the subject of the personal information. Upon request by the County or at the end of the contract term, or when no longer needed, the Contractor shall return the confidential information or certify in writing that the Contractor destroyed the information in a manner that cannot be reconstructed. 31. Certification of Work All work submitted by the Contractor shall be certified by the Contractor and checked for errors and omissions. The Contractor shall be responsible for the accuracy of the work, even if the work is accepted by the County. 32. Contract Amendments No amendment, modification or renewal shall be made to this contract unless set forth in a written Contract Amendment, signed by both parties. Work under a Contract Amendment shall not proceed until the County duly executes the Contract Amendment. 33. Notice Except as set forth elsewhere in the contract, for all purposes under this contract, except service of process, notice shall be given by the Contractor to the Contract Officer, 360 NW North Street, Chehalis, WA 98532. Notice to the Contractor for all purposes under this contract will be given to the Contractor's address shown on the Signature Page attached hereto. Notices and other communications anticipated by this contract, e.g. a request to subcontract per section 3, may be hand-delivered by an agent of the party serving notice, delivered by courier(such as UPS or FedEx), or delivered by First Class Mail. A notice or communication hand-delivered or delivered by courier shall be deemed to be served when it is left with an officer, agent, or employee of the party to whom notice is due. A notice delivered by First Class Mail shall be deemed to be served three days (excluding Sundays and Postal Service holidays) after it is placed into a U.S. Postal Service collection box or left at a U.S. post office, providing postage has been fully prepaid. Page 13 of 21 Professional Services Contract L01-003-18 LCWO 12/18 34. Debarment Certification The Contractor, by signature to this contract, certifies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participating in this contract or any program agreement by any federal, state or local government or agency or by any special district. The Contractor also agrees to include the above requirement in all subcontracts into which it enters. 35. Severability If any term or condition of this contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this contract are declared severable. 36. Conformance If any provision of this contract violates any statute or rule of law of the state of Washington of the United States of America, it is considered modified to conform to that statute or rule of law. 37. Waiver Waiver of any breach or condition of this contract shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this contract shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the party granting such a waiver. 38. Survival The terms and conditions contained in this contract will survive the completion, cancellation, termination or expiration of the contract. 39. Entire Agreement This written contract along with attached exhibits and the documents and terms incorporated herein by section 23 of this contract, represents the entire agreement between the parties. Page 14 of 21 Professional Services Contract L01-003-18 LCWO 12/18 Special Terms and Conditions S-1. Applicable Regulations The Contractor is required to comply with the requirements of the following referenced documents in performing services pursuant to this contract. The terms of each are incorporated by reference as part of this contract as fully as if set forth in full herein. S-2. Written Policies and Procedures 1.1. DDA Criteria for an Evaluation System https://www.dshs.wa.gov/sites/default/files/DDA/dda/documents/CO%20- %20Criteria%20for%20Evaluation%02013-15%200713.pdf 1.2. DDA Policy https://www.dshs.wa.gov/dda/policies-and-rules/policy-manual sections: 3.01/4.11/5.0215.03/5.0515.06/5.13/5.14/5.15/5.17/6.08/6.13/9.07/12.01/15.01/15.03 1.3. Disability Rights of Washington(formerly Washington Protection and Advocacy System) Access Agreement 1.4. County Guidelines https://www.dshs.wa.gov/sites/default/files/DDA/dda/documents/c_fiuidelines.pdf 1.5. Employment Outcomes Instructions and Job Type Codes 1.6. Employment Phases and Billable Activities 1.7. Community Access Billable Activities 1.8. WAC 388-06 Background/Criminal History Checks 1.9. WAC 388-823 Eligibility 1.10. WAC 388-825 Service Rules 1.11. WAC 388-828 Assessment 1.12. WAC 388-845-0001,0030, 0110, 0205,0210, 0215,0220,0600, 0605,0610, 2100,and 2110 1.13. WAC 388-850 County Plan S-3. Data Entry/Security The Contractor shall protect and maintain all Confidential Information gained by reason of this Agreement against unauthorized use, access,disclosure,modification or loss.This duty requires the Contractor to employ reasonable security measures,which include safeguarding and restricting access to the Confidential Information herein referenced: https://www.dshs.wa.aov/sites/default/files/DDA/dda/documents/DDA%20County%20Pro gram% 20Agreement%20Data%20Security%20Requirements.pdf Page 15 of 21 Professional Services Contract L01-003-18 LCWO 12/18 Exhibit A: Statement of Work and Reporting Requirements The purpose of this Statement of Work is to detail the work to be performed by the Contractor and the methods and content for reporting progress by the Contractor in fulfilling all duties encompassed in this contract. The Contractor shall work in cooperation with the County to act in accordance with WAC 388-845 and to monitor individual client yearly waiver limits for client support services for Employment&Day programs. The term of this contract shall commence on July 1st 2017 and terminate on June 30, 2018. The Contractor shall administer funds awarded hereunder,to support a variety of activities, including staffing, data collection and reporting. Activities shall include,but not be limited to, the following: Activity Activity Outcomes Reporting Due Date Number Requirement 1 Individual Provide one-to-one services necessary to help • Initial ISE Annual Supported persons with developmental disabilities obtain plan within 30 Plan is Employment and continue integrated employment at or above days of due yearly (ISE) the state's minimum wage in the general service based on workforce.These services may include intake, notification client discovery,assessment,job preparation,job • 6 month entry into marketing,job supports,record keeping and progress plan the support to maintain a job. from date of service. Clients being served under ISE who are not initial or employed will be provided with discovery yearly ISE 6 month services,job marketing,and a report every 90 plan progress days of what activities have occurred on their plan no behalf to obtain employment.Reports will be greater made available to the client,guardian,DDA staff than 6 and county coordinator. months For Individual Employment where the service from the provider is also the Client's employer,long term time funding will remain available to the service provider employer for six months after the employee DDA Client's date of hire.At the end of the six month period,if the DDA Client continues to need support on the job,another service provider who is not the employer of record must provide the support unless the County issues prior written approval for the service provider to continue to provide long-term supports if needed. Page 16 of 21 Professional Services Contract L01-003-18 LCWO 12/18 2 Community Provide services that will-promote individualized • Initial CI plan Annual Inclusion skill development,independent living and within 30 days Plan is (CI) community integration for person's to learn how of service due yearly to actively and independently engage in their notification based on local community.Activities will provide • 6 month client opportunities to develop relationships and to progress plan entry into learn,practice,and apply skills that result in from date of the greater independence and community inclusion. initial or service. The provider will document and ensure that CI yearly CI plan services are: 6 month a.Integrated in the greater community and progress supports individuals to have full access to the plan no greater community; greater b.Ensures the individual receives services in the than 6 community to the same degree of access as months individuals not receiving Medicaid HCBS; from the c.In a setting that provides opportunities to seek time employment and work in competitive integrated settings;and d.The setting facilitates individual choice regarding services and supports,and who provides them. Page 17 of 21 Professional Services Contract L01-003-18 LCWO 12/18 Exhibit B: Budget, Invoicing, and Contractor Payment The County shall pay an amount not to exceed $83,680.00 to the Contractor for work as described in Exhibit A, subject to conditions set forth in this Exhibit B: Budget, Invoicing, and Contractor Payment. 1. Budget Detail Supported Employment Services (ISE) $ 61,240 Community Inclusion $ 22,440 TOTAL $83,680 2. Compensation Payment to the Contractor for services rendered under this contract shall be as set forth in Exhibit B. Where Exhibit B requires payments by Lewis County, payment shall be made on a reimbursement basis, supported,unless otherwise provided in Exhibit B,by documentation of units of work actually performed (time sheets) and amounts earned, including where appropriate, the actual number of days worked each month, total number of hours for the month, and total dollar payment requested. Costs allowable under this contract are actual expenditures according to an approved budget up to the maximum amount stated above.The Contractor shall use federal cost principles specified in OMB Circular A-110 "Cost Principles Applicable to Grants, Contracts and other Agreements"with non-profit organizations as applicable. The Contractor shall include this last paragraph in any subcontracts. The County may withhold reimbursement payment if the Contractor fails to submit required invoices and supportive documentation to the County. The Contractor's failure to submit invoices as specified is grounds for the County to terminate the contract as provided herein. 3. Invoice Timeframe The Contractor shall submit invoices to the County Contract Officer identified herein or to other such person identified by the County Contract Officer by the 10th of each month. 4. Eligible Use of Funds Funding awarded under this contract may only be used for activities described in Exhibit A. The County shall pay the Contractor allowable,allocable and reimbursable costs, as defined in the most recently published BARS Supplementary Instructions for Developmental Disabilities Administration. The Contractor shall take all necessary and reasonable steps to comply with the currently effective DDA BARS Supplemental manual.For Group Supported Employment, Clients must have paid work or paid training. The total number of direct service staff hours provided to the group should be equal to or greater than the group's collective amount of individual support monthly base hours. If the direct service staff hours are less than the collective amount,then the provider will be reimbursed only for the number of hours staff actually provided. 6. Duplicate Payment The Contractor certifies that work to be performed under this contract does not duplicate any work to be charged against any other contract, subcontract or other source. Page 18 of 21 Professional Services Contract L01-003-18 LCWO 12/18 7. Audit i. General Requirements: The Contractor is to procure audit services based on the following guidelines: a. The Contractor shall maintain its records and accounts so as to facilitate the audit requirement and shall ensure that any subcontractor also maintains auditable records. b. The Contractor is responsible for any audit exceptions incurred by its own organization or that of its subcontractor. The County reserves the right to recover from the Contractor all disallowed costs resulting from the audit. c. As applicable,the Contractor shall be required to have an audit and must ensure all audits are performed in accordance with Generally Accepted Auditing Standards (GAAS); including, but not limited to, the Government Auditing Standards (the Revised Yellow Book) developed by the Comptroller General. d. Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit report. The Contractor must respond to County requests for information or corrective action concerning audit issues within thirty (30) days of the date of request ii. State Fund Requirements: Contractors expending$100,000 or more in total state funds in a fiscal year must have a financial audit as defined by Government Auditing Standards (The Revised Yellow Book) and according to Generally Accepted Auditing Standards (GAAS). The Schedule of State Financial Assistance must be included. The schedule includes: a. Contractor agency name b. State program name c. BARS account number d. County e. County Contract number f. Contract award amount including amendments (total Contract award) g. Current year expenditures iii.If the Contractor is a state or local government entity, the Office of the State Auditor shall conduct the audit. Audits of non-profit organizations are to be conducted by a certified public accountant selected by the Contractor. iv.The Contractor shall include the above audit requirements in any subcontracts. v. In all cases, the Contractor's financial records must be available for review by County. 8. Future Non-Allocation of Funds If sufficient funds are not appropriated or allocated for payment under this contract for any future fiscal period, the County will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. No penalty or expense shall accrue to the County in the event this provision applies. 9. Errors and Omissions Uncompensated In the event of any errors or omissions by the Contractor in the performance of any work required under this contract, the Contractor shall make any and all necessary corrections without additional compensation. Page 19 of 21 Professional Services Contract L01-003-18 LCWO 12/18 Exhibit C: Insurance Coverage The Contractor shall provide insurance coverage as set out in this Exhibit to protect the County should there be any claims, suits, actions, costs, damages or expenses arising from any loss, or negligent or intentional act or omission of the Contractor or subcontractor, or agents of either, while performing under the terms of this contract. All required insurance shall be issued by an insurance company authorized to do business within the State of Washington. The insurance shall name the County and its agents, officers, and employees as additional insureds under the insurance policy. All policies shall be primary to any other valid and collectable insurance. The Contractor shall instruct the insurers to give the County thirty(30) calendar days advance notice of any insurance cancellation or modification. The Contractor shall submit to the County within fifteen (15) calendar days of the Contract start date, proof of insurance identifying Lewis County as Primary, Non Contributory, additionally Insured,with endorsement(s)for additional insured as indicated below,which outlines the coverage and limits defined in this insurance section. During the term of the Contract, the Contractor shall submit renewal certificates with endorsements not less than thirty(30) calendar days prior to expiration of each policy required under this section. The Contractor shall provide insurance coverage that shall be maintained in full force and effect during the term of this Contract, as follows: 1. Commercial General Liability Insurance Policy Provide a Commercial General Liability Insurance Policy, including grant liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of Contract activity but no less than $1,000,000 per occurrence. Additionally, the Contractor is responsible for ensuring that any subcontractors provide adequate insurance coverage for the activities arising out of subcontracts. 2. Automobile Liability In the event that performance pursuant to this Contract involves the use of vehicles, owned or operated by the Contractor or its subcontractor, automobile liability insurance shall be required. The minimum limit for automobile liability is$1,000,000 per occurrence,using a Combined Single Limit for bodily injury and property damage. 3. Fidelity Insurance Every officer, director, employee, or agent who is authorized to act on behalf of the Contractor for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other instruments of payment for program costs shall be insured to provide protection against loss: i. The amount of fidelity coverage secured pursuant to this Contract shall be $100,000 or the highest of planned reimbursement for the Contract period, whichever is greatest. Fidelity insurance secured pursuant to this paragraph shall name the Contractor as beneficiary. Page 20 of 21 Professional Services Contract L01-003-18 LCWO 12/18 ii. Subcontractors that receive$10,000 or more per year in funding through this Contract shall secure fidelity insurance as noted above. Fidelity insurance secured by subcontractors pursuant to this paragraph shall name the Contractor as beneficiary. 4. Business Property The Contractor shall provide business property insurance adequate to repair,replace, or recreate any County-owned property in the possession of the Contractor, or data,books, computer programs, plans, specifications, documents, films, pamphlets, reports, sound reproductions, studies, surveys, tapes, and/or training materials produced by the Contractor or any subcontractors in the performance of the work under this contract. 5. Industrial Insurance Waiver The Contractor shall comply with all applicable provisions of Title 51 Revised Code of Washington,Industrial Insurance. If the Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, County may collect from the Contractor the full amount payable to the Industrial Insurance Accident Fund. County may deduct the amount owed by the Contractor to the accident fund from the amount payable to the Contractor by County under this Contract, and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I's rights to collect from the Contractor. 6. Volunteer Medical Protection Contractor shall provide any volunteer who performs any duties related to or covered by this contract with coverage at no cost to the volunteer for immediate, short-term, and long-term medical care that substantially matches employee coverage as described in Title 51 Revised Code of Washington. Page 21 of 21 360 NW North Street • Public Health & Social Services Chehalis WA 98532 LEWIS COUNTY Gf'',rihingt �x'F First Cbni rp Professional Services Contract Contract#: WO1-005-18 Contract Name: W.I.S.E Disability Services Preamble 1. Purpose This contract is entered into between Lewis County, hereinafter called County, and Washington Initiative for Supported Employment, hereinafter called Contractor, for the purpose of providing services for persons with developmental disabilities. 2. Parties Each party to this contract shall have a contract representative empowered to enter into this contract on behalf of their party. Each party may change its representative upon providing written notice to the other party. The parties' Contract Representatives for this contract are: For the County: Contract Officer Meja Handlen, Contracts Coordinator 360-740-1418 p 360-740-1185 f meja.handlen@lewiscountywa.gov For the Contractor: Title Cesilee Coulson, Executive Director 206-786-0239 p cesilee@gowise.org 3. Authorization Only the Lewis County Board of County Commissioners, Director of Lewis County Public Health& Social Services, or its designated Contract Officer identified herein, shall have the expressed, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this contract. Furthermore, any alteration, amendment, modification, or waiver of any clause or condition of this contract is not effective or binding unless made in writing and signed by the Lewis County Board of County Commissioners, Director of Lewis County Public Health& Social Services, or its Contract Officer. Nanette D. York, M.P.H., C.P.H. Director 0 360.740.1223 F 360.740.1472 Tee 360,740.1480 Rachel Wood, Iv1.D., M.P.H. Health Officer Professional Services Contract W01-00-005-18 WISE 12/18 4. Contract Term The term of this contract shall commence and terminate as stated in Exhibit A: Statement of Work and Reporting Requirements attached hereto. 5. Contractor Representation Contractor represents by signing this contract that it is qualified and possesses the necessary capabilities and sufficient skills, including technical and professional skills where required and has the necessary licenses and certifications to perform the services set forth in this contract. 6. Mutually Negotiated County and Contractor acknowledge and by signing this contract agree that this contract has been mutually negotiated and agreed to by both parties. Page 2of21 Professional Services Contract W01-00-005-18 WISE 12/18 Signatures The terms and conditions of this contract, including all attachments and subsequent amendments, constitute the entire and exclusive understanding between the parties. Except as provided for in section 23 of this contract, no other understandings, writings, and communications, oral or otherwise, regarding the subject matter of this contract shall exist to bind the parties. The parties signing below represent they have read and understand this contract, and have the authority to execute this contract. NOTE: In accordance with Resolution 16-344, this contract is subject to approval by the Lewis County Board of County Commissioners if the total dollar value identified in Exhibit B equals or exceeds $40,000 in one calendar year. The Lewis County Board of County Commissioners delegates contract approval authority to the Director of Lewis County Public Health& Social Services if the total dollar value identified in Exhibit B is less than $40,000 in any calendar year, subject to all provisions in Resolution 16-344. For the County Lewis County Public Health & Social Services 360 NW North Street Chehalis, WA 98532 County signature: Danette D. York, MPH Public Health & Social Services Director Date: !h thar For the Contractor Washington Initiative for Supported Employment 100 S. King Street, Suite 260 Seattle, WA 98104 " __ 1 Contractor signature: (;>/�.x� � tiCIL cX•Clt r/✓ �K • 1/ '— Name and title Date: /k f/ Approved as to Form C.•••*. Jonathan Meyer Attest: • scoulvTktt, • Prosecuting At j ► k z�6�6�` 0r SINCE By: / s/-e—L-� g o (na e (Clerk of the Board) ;*`c 1845 1 • (title) :y �� St •• •._�, � — moo ••c'Ibv's lsto•• Page 3 of 2 I Professional Services Contract W01-00-005-18 WISE 12/18 Table of Contents Preamble 1 1. Purpose 1 2. Parties 1 3. Authorization 1 4. Contract Term 2 5. Contractor Representation 2 6. Mutually Negotiated 2 Signatures 3 General Terms and Conditions 7 1. Scope of Contractor's Services 7 2. Accounting and Payment for Contractor Services 7 3. Assignment and Subcontracting 7 4. Independent Contractor 7 5. No Guarantee of Employment 8 6. Taxes 8 7. Regulations and Requirements 8 8. Public Records Law 8 9. Nondiscrimination 9 10. Political Activity Prohibited 9 11. Right to Review 9 12. Modifications 9 13. Termination 9 14. Termination for Default 9 15. Termination for Public Convenience 10 16. Suspension of Performance and Resumption of Performance 10 17. Termination Procedures 11 18. Defense and Indemnity Agreement 11 19. Insurance Coverage 11 20. Resolution of Conflicts 11 21. Disputes, Venue and Choice of Law 12 22. Records Maintenance 12 23. Contractor Commitments, Warranties and Representations 12 24. Recapture 12 25. Patent/Copyright Infringement 13 Page 4 of 21 Professional Services Contract W01-00-005-18 WISE 12/18 26. Ownership and Use of Items Produced 13 27. Confidentiality 13 28. Ethics/Conflicts of Interest 14 29. Information System Security 14 30. Protection of Personal Information 14 31. Certification of Work 14 32. Contract Amendments 14 33. Notice 14 34. Debarment Certification 15 35. Severability 15 36. Conformance 15 37. Waiver 15 38. Survival 15 39. Entire Agreement 15 Special Terms and Conditions 16 S-1.Applicable Regulations 16 S-2.Written Policies and Procedures 16 S-3.Data Entry 16 Exhibit A: Statement of Work and Reporting Requirements 17 Exhibit B: Budget, Invoicing, and Contractor Payment 18 1. Budget Detail 18 2. Compensation 18 3. Invoice Timeframe 18 4. Eligible Use of Funds 18 7. Duplicate Payment 18 8. Audit 18 9. Future Non-Allocation of Funds 19 10. Errors and Omissions Uncompensated 19 Exhibit C: Insurance Coverage 20 1. Commercial General Liability Insurance Policy 20 2. Automobile Liability 20 3. Fidelity Insurance 20 4. Business Property 21 5. Industrial Insurance Waiver 21 6. Volunteer Medical Protection 21 Page 5 of 21 Professional Services Contract W01-00-005-18 WISE 12/18 Page 6 of 21 Professional Services Contract W01-00-005-18 WISE 12/18 General Terms and Conditions 1. Scope of Contractor's Services The Contractor agrees to provide to the County services, reports, and any material set forth in Exhibit A: Statement of Work and Reporting Requirements during the contract term. No material, labor, or facilities will be furnished by the County unless otherwise provided for in this contract. 2. Accounting and Payment for Contractor Services Payment to the Contractor for services rendered under this contract shall be as set forth in Exhibit B: Budget, Invoicing and Contractor Payment attached hereto. Unless specifically stated in Exhibit B or approved in writing in advance by the Contract Officer for this contract, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in the performance of this contract. The Contractor acknowledges that the entire compensation for this contract is specified in Exhibit B and the Contractor is not entitled to any County benefits including, but not limited to,vacation pay,holiday pay, sick leave pay,medical, dental, or other insurance benefits, or any other rights or privileges afforded to Lewis County employees. 3. Assignment and Subcontracting Unless otherwise provided for in this contract, no portion of this contract may be assigned or subcontracted to any other individual, form, or entity without the express and prior written approval of the Contract Officer. Should the Contractor wish to subcontract, assign or delegate any or all of its rights or duties hereunder, it shall tender a detailed written request to the Contract Officer. Unless the Contractor receives written authorization to subcontract, assign, or delegate within 30 days, its request shall be deemed to have been denied. If the County approves subcontracting, the Contractor shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. The County, in its sole discretion, in writing may: (a) require the Contractor to amend its subcontracting procedures as they relate to this contract; (b) prohibit the Contractor from subcontracting with a particular person or entity; or(c)require the Contractor to rescind or amend a subcontract. 4. Independent Contractor The Contractor's services shall be furnished by the Contractor as an independent Contractor and nothing herein shall be construed to create a relationship of agent, employee, or servant of the County. The Contractor specifically has the right to direct and control Contractor's own activities in providing the agreed services in accordance with the specifications set out in this contract. The Contractor shall have and maintain complete responsibility and control over all of its subcontractors, employees, agents, and representatives. No subcontractor, employee, agent, or representative of the Contractor shall be or deem to be or act or purport to act as an employee, agent, or representative of the County. Page 7 of 21 Professional Services Contract W01-00-005-18 WISE 12/18 The Contractor shall assume full responsibility for the payment of all payroll taxes, use, sales, income, or other form of taxes, fees, licenses, excises, or payments required by any city, county, state or federal legislation which is now or may during the term of this contract be enacted as to all employees, agents or representatives of the Contractor and as to all duties, activities, and requirements by the Contractor in performance of the work on this project. The Contractor shall assume full responsibility for ensuring all staff members hired or subcontracted under this contract are eligible to work according to all applicable state and federal laws. 5. No Guarantee of Employment The performance of all or part of this contract by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee an employment of the Contractor or any employee, agent or representative of the Contractor or any subcontractor, or any employee, agent or representative of any subcontractor by the County at the present time or in the futures. 6. Taxes The Contractor understands and acknowledges that the County will not withhold federal or state income taxes. Where required by state or federal law, the Contractor authorizes the County to make withholding for any taxes other than income taxes. All compensation received by the Contractor will be reported to the Internal Revenue Service and Washington State Department of Revenue in accordance with federal and state regulations. The Contractor is solely liable for any tax obligation arising from the Contractor's performance of this contract. The Contractor hereby agrees to indemnify the County against any demand to pay taxes arising from the Contractor's failure to pay taxes on compensation earned pursuant to this contract. The County will pay sales and use taxes imposed on goods and services acquired hereunder as required by law. The Contractor shall pay all other taxes including, but not limited to, Business and Occupation Tax, taxes based on the Contractor's gross or net income, or personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. 7. Regulations and Requirements This contract shall be subject to all laws, rules, and regulations of the United States of America, the State of Washington, and political subdivisions of the State of Washington, and to any other provisions set forth in Special Terms and Conditions. 8. Public Records Law The Contractor shall assist the County in fulfilling all obligations of the County under the Washington Public Records Act (chapter 42.56 of the Revised Code of Washington). In the event that the Contractor fails to fulfill its obligations pursuant to this section and due in whole or in part to such failure a court of competent jurisdiction imposes a penalty upon the County for violation of the Public Records Act, Contractor shall indemnify the County for that penalty, as well as for all costs and attorney fees incurred by the County in the litigation Page 8 of 21 Professional Services Contract W01-00-005-18 WISE 12/18 giving rise to such a penalty. The obligations created by this section shall survive the termination of this contract. 9. Nondiscrimination The Contractor or any employee, agent or representative of the Contractor or any subcontractor shall not discriminate against any person in the performance of this contract in the performance of any of its obligations hereunder on the basis of race, color, creed, ethnicity,religion, national origin, age, sex,marital status, veteran or military status, sexual orientation or the presence of any disability. Implementation of this provision shall be consistent with Section 49.60.400 of the Revised Code of Washington. The Contractor must comply with the American with Disabilities Act of 1990, Public Law 101-336, including but not limited to protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 10. Political Activity Prohibited None of the funds provided under this contract shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office or ballot measure. However,no person engaged to perform such services pursuant to this contract shall be precluded from devoting income derived from such services to any lawful political activity, or to the support of a candidate for public office or of a ballot measure. 11. Right to Review This contract is subject to review by any federal or state auditor. The County or its designee shall have the right to review and monitor the financial and service components of this contract by whatever means are deemed expedient by the Contract Officer. Such review may occur with or without notice and may include,but is not limited to, on-site inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the contract and its performance, and any and all communications with or evaluations by service recipients under this contract. 12. Modifications Either party may request changes in the contract. Any and all agreed modifications shall be in writing, signed by each of the parties. 13. Termination Either party may terminate this contract upon 30 days' prior written notification to the other party. If this contract is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this contract prior to the effective date of termination. 14. Termination for Default If the Contractor defaults by failing to perform any of the obligations of this contract or becomes insolvent, or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors,the County may,by depositing written notice to the Contractor in the U.S. mail, postage prepaid, terminate the contract, and at the County's option, obtain performance of the work elsewhere. Page 9 of 21 Professional Services Contract W01-00-005-18 WISE 12/18 Any extra cost of damage to the County resulting from such default(s) shall be deducted from any money due or coming to the Contractor. Any remaining deficiency shall be payable to the County by the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, as may be applicable under Exhibit A, including all increased costs for completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. If notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof 15. Termination for Public Convenience The County may terminate the contract in whole or in part whenever the County determines, in its sole discretion, that such termination is in the interests of the County. Whenever the contract is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contract prices for completed items of work. The County shall make a reasonable, equitable adjustment in the contract price for partially completed items of work, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this contract by the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County. 16. Suspension of Performance and Resumption of Performance In the event of government closure, suspension or limitation of funding in any way after the effective date of this contract and prior to normal completion, the County may give notice to the Contractor to suspend performance as an alternative to termination. The County may elect to give written notice to the Contractor to suspend performance when the County determines that there is a reasonable likelihood that the funding insufficiency may be resolved in a timeframe that would allow performance to be resumed prior to the end date of this contract. Notice may include notice by facsimile or email to the Contractor's Representative. The Contractor shall suspend performance on the date stated in the written notice to suspend. During the period of suspension of performance, each party may inform the other of any conditions that may reasonably affect the potential for resumption of performance.Notice may be contingent upon the occurrence or non-occurrence of a future event; e.g. the failure of the State of Washington to pass a budget by a date specified in the notice. When the County determines that the funding insufficiency is resolved, the County may give the Contractor written notice to resume performance and a proposed date to resume performance. Upon receipt of written notice to resume performance, the Contractor will give written notice to the County as to whether it can resume performance, and, if so, the date upon which it agrees to resume performance. If the Contractor gives notice to the County that it cannot resume performance, the parties agree that the contract will be terminated retroactive to the original date of suspension of performance. If the date the Contractor gives notice it can resume performance is not acceptable to the County, the parties agree to discuss an alternative acceptable date. If an alternative date is not acceptable to the County, the Page 10 of 21 Professional Services Contract W01-00-005-18 WISE 12/18 parties agree that the contract will be terminated retroactive to the original date of suspension of performance. If the funding issue is not resolved, the County may terminate the contract under the "Termination for Convenience" clause. 17. Termination Procedures After receipt of a notice of termination, except as otherwise directed by the County, the Contractor shall: i. Stop work under the contract on the date and to the extent specified in the notice; ii. Place no further orders or subcontracts for materials, services, or facilities related to the contract; iii. Assign to the County all of the rights, title, and interest of the contractor under the orders and subcontracts so terminated, in which case the County has the right, at its discretion,to settle or pay any or all claims arising out of the termination of such orders and subcontracts. Any attempt by the Contractor to settle such claims must have the prior written approval of the County; and iv. Preserve and transfer any materials, contract deliverables and/or County property in the Contractor's possession as directed by the County. Contractor shall not place extraordinary orders or subcontracts in anticipation of receiving a notice of termination, so as to circumvent section 17 (ii). Upon termination, the County may withhold any amount due as the County reasonably determines is necessary to protect the County against potential loss or liability resulting from the termination. The County shall pay any withheld amount to the Contractor if the county later determines that loss or liability will not occur. The rights and remedies of the County under this section are in addition to any other rights and remedies provided under this contract or otherwise provided under law. 18. Defense and Indemnity Agreement The Contractor shall defend, protect, and hold harmless the County or any officers or employees thereof, from and against all claims, suits, or action arising from any intentional or negligent act or omission of the Contractor or any employee, agent or representative of the Contractor or any subcontractor, while performing under the terms of this contract. 19. Insurance Coverage The Contractor shall comply with all provisions described in Exhibit C: Insurance Coverage, attached hereto. 20. Resolution of Conflicts In the event of an inconsistency in this contract, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: i. Applicable federal and state statutes and regulations ii. Special terms and conditions iii. Exhibits iv. General terms and conditions Page 11 of 21 Professional Services Contract W01-00-005-18 WISE 12/18 v. Any other provision of this contract whether incorporated by reference or otherwise. 21. Disputes,Venue and Choice of Law The County and the Contractor agree that any disputes that arise under or relating to this contract that cannot be resolved to the satisfaction of both parties shall be submitted to mediation before either party starts litigation in any form. An impartial third party acceptable to both the County and the Contractor will be appointed to mediate. Should the parties be unable to agree upon a mediator, then the dispute shall be mediated through the Washington Arbitration and Mediation Service, at its Tacoma office, and in accordance with the WAMS mediation rules. The County and the Contractor shall pay an equal percentage of the mediator's fees and expenses. The Contractor may not use any funds received under this contract to pay mediator's fees and expenses. The mediation shall be confidential in all respects, as allowed or required by law. In the event that mediation does not resolve the dispute, the venue for any litigation arising under or relating to this contract shall be in the courts of the State of Washington in and for the County of Lewis. This contract shall be governed by the laws of the State of Washington, excepting only the choice of law rules of the State of Washington. 22. Records Maintenance The Contractor shall maintain all books,records, documents, data and other evidence relating to this contract and performance of the services described herein, including but not limited to, accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract. Contractor shall retain such records for a period of seven(7) years following the date of final payment. If any litigation, claim or audit is started before the expiration of the seven- (7) year period, the records shall be retained for a period of seven (7) years after all litigation, claims, or audit findings involving the records have been finally resolved. 23. Contractor Commitments,Warranties and Representations Any written commitment received from the Contractor concerning this contract shall be binding on the Contractor, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Contractor to fulfill such a commitment shall render the Contractor liable for damages to the County. A commitment includes, but is not limited to, any representation made prior to execution of this contract, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, process, Contractor's qualifications or experience, or options for future acquisition to remain in effect for a fixed period or warranties. 24. Recapture In the event that the Contractor fails to perform services specified in this contract in accordance with state laws, federal laws, and/or the provisions of this contract, the County reserves the right to recapture funds in an amount required to compensate the County for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the Contractor or refunds under this recapture provision shall occur within the timeframe Page 12 of 21 Professional Services Contract W01-00-005-18 WISE 12/18 specified by the County. In the alternative, the County may recapture such funds from payments due under this contract. 25. Patent/Copyright Infringement Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County, to the extent such action is based on the claim that information, goods or documentation supplied by the Contractor infringes any patent or copyright. Contractor will pay all costs, penalties, fees, and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payments are conditioned upon the following: i. That Contractor shall be notified promptly in writing by the County of any notice of such claim. ii. Contractor shall have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information in the event such claim of infringement is made,provided no reduction in performance or loss results to the County. 26. Ownership and Use of Items Produced Material produced in the performance of the work under this contract shall be "works made for hire" as defined by section 201(b)the U.S. Copyright Act of 1976 and shall be owned by the County. This material includes, but is not limited to,books, computer programs,plans, specifications, documents, films, pamphlets,reports, sound reproductions, studies, surveys, tapes, and/or training materials. County ownership includes the right to copyright,patent, register, and the ability to transfer these rights. All writings,programs, data,public records or other materials prepared by the Contractor or any employee, agent or representative of the Contractor or any subcontractor, in connection with the performance of this contract shall be for mutual use and shared between the Contractor and the County. The County agrees that if it uses any materials prepared by the Contractor for purposes other than those intended by this contract, it does so at its sole risk and it agrees to hold the Contractor harmless therefore to the extent such use is agreed to in writing by the Contractor. A copy of all or a portion of material produced shall be submitted to the County upon request or at the end of the contract using the hardware, software, or other method specified by the County at the time of such request. 27. Confidentiality The Contractor or any employee, agent or representative of the Contractor or any subcontractor shall maintain the confidentiality of all information provided by the County or acquired by the Contractor in performance of this contract, except upon prior written consent of the Lewis County Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the County. Contractor shall immediately give County notice of any judicial proceeding seeking disclosure of such information. Contractor shall indemnify and hold harmless the County, its officials, agents or employees from all loss or expense, including,but not limited to, settlements,judgments, setoffs, attorney's fees, and costs resulting from Contractor's breach of this provision. Page 13 of 2i Professional Services Contract W01-00-005-18 WISE 12/18 28. Ethics/Conflicts of Interest In performing under this contract, the Contractor shall assure compliance with the Ethics in Public Service Act (Chapter 42.52 Revised Code of Washington), and any other applicable state or federal law related to ethics or conflicts of interest. 29. Information System Security The Contractor shall protect and maintain all confidential information gained by reason of this contract against unauthorized use, access, disclosure, modification or loss. Personal and/or medical information collected,used or acquired in connection with this contract shall be used solely for the purposes of this contract. 30. Protection of Personal Information The Contractor shall not use,publish,transfer, sell or otherwise disclose any confidential information gained by reason of this contract for any purpose that is not directly connected with the Contractor's performance of the services contemplated hereunder except as provided by law, received by the Contractor pursuant to section 8 of this contract or with the prior written consent of the individual or personal representative of the individual who is the subject of the personal information. Upon request by the County or at the end of the contract term, or when no longer needed,the Contractor shall return the confidential information or certify in writing that the Contractor destroyed the information in a manner that cannot be reconstructed. 31. Certification of Work All work submitted by the Contractor shall be certified by the Contractor and checked for errors and omissions. The Contractor shall be responsible for the accuracy of the work, even if the work is accepted by the County. 32. Contract Amendments No amendment, modification or renewal shall be made to this contract unless set forth in a written Contract Amendment, signed by both parties. Work under a Contract Amendment shall not proceed until the County duly executes the Contract Amendment. 33. Notice Except as set forth elsewhere in the contract, for all purposes under this contract, except service of process, notice shall be given by the Contractor to the Contract Officer, 360 NW North Street, Chehalis, WA 98532. Notice to the Contractor for all purposes under this contract will be given to the Contractor's address shown on the Signature Page attached hereto. Notices and other communications anticipated by this contract, e.g. a request to subcontract per section 3, may be hand-delivered by an agent of the party serving notice, delivered by courier(such as UPS or FedEx), or delivered by First Class Mail. A notice or communication hand-delivered or delivered by courier shall be deemed to be served when it is left with an officer, agent, or employee of the party to whom notice is due. A notice delivered by First Class Mail shall be deemed to be served three days(excluding Sundays and Postal Service holidays) after it is placed into a U.S. Postal Service collection box or left at a U.S. post office, providing postage has been fully prepaid. Page 14 of 21 Professional Services Contract W01-00-005-18 WISE 12/18 34. Debarment Certification The Contractor,by signature to this contract, certifies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participating in this contract or any program agreement by any federal, state or local government or agency or by any special district. The Contractor also agrees to include the above requirement in all subcontracts into which it enters. 35. Severability If any term or condition of this contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this contract are declared severable. 36. Conformance If any provision of this contract violates any statute or rule of law of the state of Washington of of the United States of America, it is considered modified to conform to that statute or rule of law. 37. Waiver Waiver of any breach or condition of this contract shall not be deemed a waiver of any prior or subsequent breach.No term or condition of this contract shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the party granting such a waiver. 38. Survival The terms and conditions contained in this contract will survive the completion, cancellation, termination or expiration of the contract. 39. Entire Agreement This written contract along with attached exhibits and the documents and terms incorporated herein by section 23 of this contract, represents the entire agreement between the parties. Page 15 of 21 Professional Services Contract W01-00-005-18 WISE 12/18 Special Terms and Conditions S-1. Applicable Regulations The Contractor is required to comply with the requirements of the following referenced documents in performing services pursuant to this contract. The terms of each are incorporated by reference as part of this contract as fully as if set forth in full herein. S-2. Written Policies and Procedures 1.1. DDA Criteria for an Evaluation System https://www.dshs.wa.gov/sites/default/files/DDA/dda/documents/CO%20- %20Criteria%20for%20Evaluation%•202013-15%200713.pdf 1.2. DDA Policy https://www.dshs.wa.gov/dda/policies-and-rules/policy-manual sections: 3.01/4.11/5.02/5.03/5.05/5.06/5.13/5.14/5.15/5.17/6.08/6.13/9.07/12.01/15.01/15.03 1.3. Disability Rights of Washington(formerly Washington Protection and Advocacy System) Access Agreement 1.4. County Guidelines https://www.dshs.wa.gov/sites/default/files/DDA/dda/documents/c guidelines.pdf 1.5. Employment Outcomes Instructions and Job Type Codes 1.6. Employment Phases and Billable Activities 1.7. Community Access Billable Activities 1.8. WAC 388-06 Background/Criminal History Checks 1.9. WAC 388-823 Eligibility 1.10. WAC 388-825 Service Rules 1.11. WAC 388-828 Assessment 1.12. WAC 388-845-0001,0030,0110, 0205, 0210, 0215,0220, 0600, 0605, 0610, 2100, and 2110 1.13. WAC 388-850 County Plan S-3. Data Entry The Contractor shall protect and maintain all Confidential Information gained by reason of this Agreement against unauthorized use, access,disclosure,modification or loss.This duty requires the Contractor to employ reasonable security measures,which include safeguarding and restricting access to the Confidential Information herein referenced: https://www.dshs.wa.govisites/default/files/DDA/dda/documents/DDA%20County%20Program% 20Agreement%20Data%20Security%20Requirements.pdf Page 16 of 21 Professional Services Contract W01-00-005-18 WISE 12118 Exhibit A: Statement of Work and Reporting Requirements The purpose of this Statement of Work is to detail the work to be performed by the Contractor and the methods and content for reporting progress by the Contractor in fulfilling all duties encompassed in this contract. The term of this contract shall commence on July 1'2017and terminate on June 30th' 2018 The Contractor shall administer funds awarded hereunder, to support a variety of activities, including operations of time-limited housing units, rental assistance, and data collection and reporting, coordinated assessments, legislatively established priorities, and requirements for local homeless plan. Activities shall include,but not be limited to, the following: Task Task/Activity/Description Number Service,project,product Outcome Reporting Requirement Due Date _ 1 Individual Technical Provide ITA for referred • Description of services Monthly Assistance developmental disabilities provided to clients (ITA) administration clients in ITA relates to an Lewis County who are individual client who eligible for services has a barrier and needs support to move forward on their pathway to employment. It is a short term service with a specific outcome or product. Examples include but are not limited to a Person Centered Plan,Job Development,Behavior Supports and Task Analysis. Page 17 of 21 Professional Services Contract W01-00-005-18 WISE 12/18 Exhibit B: Budget, Invoicing, and Contractor Payment The County shall pay an amount not to exceed $30,000 to the Contractor for work as described in Exhibit A, subject to conditions set forth in this Exhibit B: Budget, Invoicing, and Contractor Payment. 1. Budget Detail Individual Technical Assistance $ 30,000 TOTAL $30,000 2. Compensation Payment to the Contractor for services rendered under this contract shall be as set forth in Exhibit B. Where Exhibit B requires payments by Lewis County, payment shall be made on a reimbursement basis, supported, unless otherwise provided in Exhibit B,by documentation of units of work actually performed(time sheets) and amounts earned, including where appropriate, the actual number of days worked each month, total number of hours for the month, and total dollar payment requested. Costs allowable under this contract are actual expenditures according to an approved budget up to the maximum amount stated above. The Contractor shall use federal cost principles specified in OMB Circular A-110 "Cost Principles Applicable to Grants, Contracts and other Agreements"with non-profit organizations as applicable. The Contractor shall include this last paragraph in any subcontracts. The County may withhold reimbursement payment if the Contractor fails to submit required invoices and supportive documentation to the County. The Contractor's failure to submit invoices as specified is grounds for the County to terminate the contract as provided herein. 3. Invoice Timeframe The Contractor shall submit invoices to the County Contract Officer identified herein or to other such person identified by the County Contract Officer by the 10th of each month. 4. Eligible Use of Funds Funding awarded under this contract may only be used for activities described in Exhibit A. 7. Duplicate Payment The Contractor certifies that work to be performed under this contract does not duplicate any work to be charged against any other contract, subcontract or other source. 8. Audit i. General Requirements: The Contractor is to procure audit services based on the following guidelines: a. The Contractor shall maintain its records and accounts so as to facilitate the audit requirement and shall ensure that any subcontractor also maintains auditable records. b. The Contractor is responsible for any audit exceptions incurred by its own organization or that of its subcontractor. The County reserves the right to recover from the Contractor all disallowed costs resulting from the audit. Page 18 of 21 Professional Services Contract W01-00-005-18 WISE 12/18 c. As applicable, the Contractor shall be required to have an audit and must ensure all audits are performed in accordance with Generally Accepted Auditing Standards (GAAS); including, but not limited to, the Government Auditing Standards (the Revised Yellow Book) developed by the Comptroller General. d. Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit report. The Contractor must respond to County requests for information or corrective action concerning audit issues within thirty (30) days of the date of request ii. State Fund Requirements: Contractors expending$100,000 or more in total state funds in a fiscal year must have a financial audit as defined by Government Auditing Standards (The Revised Yellow Book) and according to Generally Accepted Auditing Standards (GAAS). The Schedule of State Financial Assistance must be included. The schedule includes: a. Contractor agency name b. State program name c. BARS account number d. County e. County Contract number f. Contract award amount including amendments (total Contract award) g. Current year expenditures iii.If the Contractor is a state or local government entity, the Office of the State Auditor shall conduct the audit. Audits of non-profit organizations are to be conducted by a certified public accountant selected by the Contractor. iv.The Contractor shall include the above audit requirements in any subcontracts. v. In all cases, the Contractor's financial records must be available for review by County. 9. Future Non-Allocation of Funds If sufficient funds are not appropriated or allocated for payment under this contract for any future fiscal period, the County will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. No penalty or expense shall accrue to the County in the event this provision applies. 10. Errors and Omissions Uncompensated In the event of any errors or omissions by the Contractor in the performance of any work required under this contract, the Contractor shall make any and all necessary corrections without additional compensation. Page 19 of 21 Professional Services Contract W01-00-005-18 WISE 12/18 Exhibit C: Insurance Coverage The following sections represent typical elements that may vary from one contract to the next. Use this Exhibit to incorporate insurance coverage requirements not already included in the General Terms and Conditions. Only use what is needed, delete the remaining sections. If no Insurance Coverages are needed, delete this entire section. The Contractor shall provide insurance coverage as set out in this Exhibit to protect the County should there be any claims, suits, actions, costs, damages or expenses arising from any loss, or negligent or intentional act or omission of the Contractor or subcontractor, or agents of either, while performing under the terms of this contract. All required insurance shall be issued by an insurance company authorized to do business within the State of Washington. The insurance shall name the County and its agents, officers, and employees as additional insureds under the insurance policy. All policies shall be primary to any other valid and collectable insurance. The Contractor shall instruct the insurers to give the County thirty(30) calendar days advance notice of any insurance cancellation or modification. The Contractor shall submit to the County within fifteen(15) calendar days of the Contract start date, proof of insurance identifying Lewis County as Primary,Non Contributory, additionally Insured, with endorsement(s) for additional insured as indicated below, which outlines the coverage and limits defined in this insurance section. During the term of the Contract, the Contractor shall submit renewal certificates with endorsements not less than thirty(30) calendar days prior to expiration of each policy required under this section. The Contractor shall provide insurance coverage that shall be maintained in full force and effect during the term of this Contract, as follows: 1. Commercial General Liability Insurance Policy Provide a Commercial General Liability Insurance Policy, including grant liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of Contract activity but no less than $1,000,000 per occurrence. Additionally, the Contractor is responsible for ensuring that any subcontractors provide adequate insurance coverage for the activities arising out of subcontracts. 2. Automobile Liability In the event that performance pursuant to this Contract involves the use of vehicles, owned or operated by the Contractor or its subcontractor, automobile liability insurance shall be required. The minimum limit for automobile liability is $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage. 3. Fidelity Insurance Every officer, director, employee, or agent who is authorized to act on behalf of the Contractor for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other instruments of payment for program costs shall be insured to provide protection against loss: i. The amount of fidelity coverage secured pursuant to this Contract shall be $100,000 or the highest of planned reimbursement for the Contract period, whichever is greatest. Page 20 of 21 Professional Services Contract W01-00-005-18 WISE 12/18 Fidelity insurance secured pursuant to this paragraph shall name the Contractor as beneficiary. ii. Subcontractors that receive $10,000 or more per year in funding through this Contract shall secure fidelity insurance as noted above. Fidelity insurance secured by subcontractors pursuant to this paragraph shall name the Contractor as beneficiary. 4. Business Property The Contractor shall provide business property insurance adequate to repair, replace, or recreate any County-owned property in the possession of the Contractor, or data,books, computer programs, plans, specifications, documents, films,pamphlets, reports, sound reproductions, studies, surveys, tapes, and/or training materials produced by the Contractor or any subcontractors in the performance of the work under this contract. 5. Industrial Insurance Waiver The Contractor shall comply with all applicable provisions of Title 51 Revised Code of Washington, Industrial Insurance. If the Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, County may collect from the Contractor the full amount payable to the Industrial Insurance Accident Fund. County may deduct the amount owed by the Contractor to the accident fund from the amount payable to the Contractor by County under this Contract, and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I's rights to collect from the Contractor. 6. Volunteer Medical Protection Contractor shall provide any volunteer who performs any duties related to or covered by this contract with coverage at no cost to the volunteer for immediate, short-term, and long-t-1in medical care that substantially matches employee coverage as described in Title 51 Revised Code of Washington. Page 21 of 21 Lewis County Details of Budget or Request For Budget Amendment Fund 1041 Type of appropriation: Department 613 CD Supplemental-has new offsetting revenue Program 0 Emergency-using fund balance Please Discuss Current Budget Uses or Describe a Need For Additional Funding This budget detail is for the County Program Agreement between Lewis County and Reliable Enterprises for the contract period of July 1,2017 through June 30,2018.This funding was anticipated. Use of Funds ❑ New Expenditure ❑ New Transfer Out or 0 Currently Budgeted Account Description BARS Account Number Amount Supported Employment 104 613 000 000' 568 64'. 411 00 280,500 Child Development Services 104 613', 000 000 568 61 41 00 50,029 ty l 67 41 00 25,500 Community Access 104 613' 000 000 568; Community Information 104 613 000 000 568!, 40 41 00 29,580 Total Use of Funds: $385,609 Source of Funds U New Revenue ❑ Use of Fund Balance ❑ New Transfer In or ❑Currently Budgeted Account Description BARS Account Number Amount DSHS-Devel Disabil State 104 613 000 000 346 601 68 10 385,609 1 Total Source of Funds: $385,609 Elected/Director ...402& Date 1/17/,was Lewis County Details of Budget or Request For Budget Amendment Fund 104 Type of appropriation: Department 613 ® Supplemental-has new offsetting revenue Program 0 Emergency-using fund balance vtimprrtmor °.° 3+ This budget detail is for the County Program Agreement between Lewis County and Morningside for the contract period of July 1,2017 through June 30,2018.This funding was anticipated. ❑ New Expenditure ❑ New Transfer Out or p Currently Budgeted Account Description BARS Account Number Amount Supported Employment 104 613 000 0001 568 64 41 0W 241,740 Total Use of Funds: $241,740 f a ��e New Revenue ❑ Use of Fund Balance ❑ New Transfer In or ❑Currently Budgeted Account Description BARS Account Number Amount DSHS-Devel Disabil State 104 613 000 000 346 60 68 10 241,740 1 Total Source of Funds: $241,740 Elected/Director 64045 Af/C-- Date ill/02p1,,,,Q• Lewis County Details of Budget or Request For Budget Amendment Fund 104 Type of appropriation: Department 613 OO Supplemental-has new offsetting revenue Program 0 Emergency-using fund balance §sr - ;8"v �: , t� ' ` _ 4(e a' t �' ;+,: d b+_ d L T. '�. T y f a D 1'. This budget detail is for the County Program Agreement between Lewis County and Lewis County Work Opportunities for the contract period of July 1,2017 through June 30,2018.This funding was anticipated. .a- ❑ New Expenditure ❑ New Transfer Out or I]Currently Budgeted Account Description BARS Account Number Amount Supported Employment 104 613 000 000 5681 64 41 00 61,240 Community Information 104, 613 000 000 568 40 411 00 22,440 i l Total Use of Funds: $83,680 : moo. CI New Revenue ❑ Use of Fund Balance ❑ New Transfer In or ❑ Currently Budgeted Account Description BARS Account Number Amount DSHS-Devel Disabil State 104 613 000 000 346 60 68 10 83,680 I I Total Source of Funds: $83,680 Elected/Director deatt2 Date //0/a Me Lewis County Details of Budget or Request For Budget Amendment Fund 104 Type of appropriation: Department 613, OO Supplemental-has new offsetting revenue Program 0 Emergency-using fund balance Please Discuss Current Budget tt'ses or Describe a Need For Additional Funding This budget detail is for the County Program Agreement between Lewis County and Compass Career Solutions for the contract period of January 1,2017 through June 30,2018.This funding was anticipated. Use of Funds ❑ New Expenditure ❑ New Transfer Out or Currently Budgeted Account Description BARS Account Number Amount Supported Employment 104' 613 0001 000b568 64 41 00 25,000 Community Information 104' 613 0001 000 568 40 41' 00, 10,000 Total Use of Funds: $35,000 Source of Funds El New Revenue ❑ Use of Fund Balance ❑ New Transfer In or ❑ Currently Budgeted Account Description BARS Account Number Amount DSHS-Devel Disabil State 104 613 000 000 346 601 68 10 35,000 I i l Total Source of Funds: $35,000 Elected/Director / /� Date ///77 /et Lewis County Details of Budget or Request For Budget Amendment Fund 104' Type of appropriation: Department 613 ® Supplemental-has new offsetting revenue Program 0 Emergency-using fund balance Please Discuss Current Budget Uses or Describe a Need For Additional Funding — This budget detail is for the County Program Agreement between Lewis County and W.I.S.E for the contract period of July 1,2017 through June 30,2018.This funding was anticipated. Use of Funds ❑ New Expenditure ❑ New Transfer Out or El Currently Budgeted Account Description BARS Account Number Amount Supported Employment 104 613 000 000 568! 64 41 00 30,000 }---' -- Total Use of Funds: $30,000 Source of Funds 2 New Revenue ❑ Use of Fund Balance ❑ New Transfer In or ❑ Currently Budgeted Account Description BARS Account Number Amount DSHS-bevel Disabil State 4 613; 000 000 346. 60 i8 10 30,000 Total Source of Funds: $30,000 Elected/Director A,C Date /h7/.?(NS BOCC AGENDA ITEM SUMMARY Resolution: BOCC Meeting Date: Jan 22, 2018 Suggested Wording for Agenda Item: Agenda Type: Consent Approve contracts between Lewis County and Reliable Enterprises, Morningside, Lewis County Work Opportunities, Compass, and Washington Initiative for Supported Employment (WISE) Contact Danette York Phone: 2774 Department: Public Health and Social Services Action Needed: Approve Resolution Description The State Department of Developmental Disabilities contracts with Lewis County to oversee the administration of grant money for employment services to adults with developmental disabilities. Contracts with Reliable Enterprises, Morningside, Lewis County Work Opportunities and WISE are from July 1, 2017 through June 30, 2018 and the contract with Compass is from January 1, 2018 through June 30, 2018. Approvals: ' User Group Status ,�%rk, Danette Pending Carte Pending Cover Letter To Lewis County Work Opportunities Morningside Reliable Enterprises • WISE Compass Additional Copies Sandi Andrus Meja Handlen Stacey Loflin Suzette Smith Paulette Young Amanda Migliaccio Grace Jimenez