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Approve agreement with Compass Career Solutions to provide individual employment and inclusion services BEFORE THE BOARD OF COUNTY COMMISSIONERS LEWIS COUNTY, WASHINGTON IN THE MATTER OF: RESOLUTION NO. 21-327 APPROVING AGREEMENT BETWEEN LEWIS COUNTY AND COMPASS CAREER SOLUTIONS TO PROVIDE INDIVIDUAL EMPLOYMENT AND INCLUSION SERVICES IN THE AMOUNT OF $74,000 WHEREAS, the Lewis County Board of County Commissioners (BOCC) has reviewed Agreement #C01-0133-21 with Compass Career Solutions to provide funds for individual employment and community inclusion services for individuals with developmental disabilities residing in Lewis County; and WHEREAS, funding in the amount of $74,000 through the State Developmental Disabilities Administration is provided for the period of July 1, 2021, through June 30, 2022; and WHEREAS, it appears to be in the best public interest to authorize the execution of said contract. NOW THEREFORE BE IT RESOLVED that Agreement #C01-0133-21 between Lewis County and Compass Career Solutions to provide funds for individual employment and community inclusion services in the amount of $74,000 from July 1, 2021, through June 30, 2022, is hereby approved and the Director of Public Health & Social Services or his designee is authorized to sign the same. DONE IN OPEN SESSION this 27th day of August, 2021. Page 1 of 2 Res. 21-327 APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS Jonathan Meyer, Prosecuting Attorney LEWIS COUNTY, WASHINGTON Andrew Logerwell Absent By: Andrew Logerwell, Gary Stamper, Chair Senior Deputy Prosecuting Attorney ATTEST: `�c° �`� " sy• Lindsey R. Pollock, DVM • �° L4 .trdsey R. Pollock, DVM, Vice Chair SX�CE 'g45 Rieva Lester g6 �cO :' Sean D. Swope Rieva Lester, Sean D. Swope, Commissioner Clerk of the Lewis County Board of County Commissioners Page 2 of 2 Res. 21-327 Executive Summary Professional Service Contract #C01-0133-21 Between Compass Career Solutions and Lewis County Public Health & Social Services Description The State Developmental Disabilities Administration contracts with Lewis County to oversee the administration of grant money for services for individuals with developmental disabilities. This subcontract provides funding for Compass Career Solutions to provide Individual Employment and Community Inclusion services to eligible persons who reside in Lewis County. The contract duration is July 1, 2021 through June 30, 2022 Recommendation Approve resolution Budget Impact: Fund: 1040DREV 346600 Total Consideration: $74,000.00 These funds were anticipated for the 2021 County Fiscal Year. Cover Letter Compass Career Solutions, LLC do Errin Sullivan 5709 W. Sunset Highway, Suite 100 Spokane, WA 99224 Submitted by Sara Sons Other n/a 360 NW North Street Health Social r vices Chehalis RYA 9$53 LEIS COUNTY ff 4131^,nt7ttrn I sr,t rptlntp Professional Services Contract Contract#: #C01-0133-21 Contract Name: Compass,Developmental Disability Services 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 Individual Employment and Community Inclusion 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: Sara Sons, Contracts Coordinator 360-740-1418 p 360-740-1185 f sara.sons@lewiscountywa.gov For the Contractor: Errin Sullivan,Chief Operating Officer 509-328-2740 p esullivan@embassyllc.com o 360,740,1223 F <3f:0.740.14 .i60';`40./4fste < Itr4a t3 dra rk, .61.t,). ;t1.P.I1., (;.I'.!t Steve,: I%:rrrcer, D'r uti t k#ri; C to r Professional Services Contract#C01-0133-21 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 39 Professional Services Contract#C01-0133-21 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 21-038, 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 $50,000 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$50,000 in any calendar year, subject to all provisions in Resolution 21-038. For the County Lewis County Public Health& Social Services 360 NW North Street Chehalis, WA 98532 County signature: -1 J.P. Anderson, Director Date: t:4-1/41-Z, For the Contractor Compass Career Solutions, LLC 5709 West Sunset Highway Suite 100 Spokane,WA 99224 Czuiv az/ Contractor signature: Errin Sullivan, Chief Operating Officer Date: 8/10/2021 Approved as to For Attest: .••.1I�S0001yyy�. By �,,2 _ �� OARD, , tp. • (Clerk of the Board) 'ti• T • C • 1845E I . • , ��;?; :T OWS c c Co••• •.•.•. Page 3 of 39 Professional Services Contract#C01-0133-21 Table of Contents 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 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 12 20. Resolution of Conflicts 12 21. Disputes,Venue and Choice of Law 12 22. Records Maintenance 12 23. Contractor Commitments,Warranties and Representations 13 24. Recapture 13 25. Patent/Copyright Infringement 13 26. Ownership and Use of Items Produced 13 Page 4 of 39 Professional Services Contract#C01-0133-21 27. Confidentiality 14 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 15 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. Data Entry/Security 16 S-3. Records Maintenance 16 S-4. Contract Monitoring 16 S-5. Corrective Action 17 Exhibit A: Statement of Work and Reporting Requirements 18 Exhibit B: Budget, Invoicing, and Contractor Payment 20 1. Budget Detail 20 2. Compensation 20 3. Invoice Timeframe 20 4. Eligible Use of Funds 20 6. Duplicate Payment 20 7. Audit 20 8. Future Non-Allocation of Funds 21 9. Errors and Omissions Uncompensated 21 Exhibit C: Insurance Coverage 22 1. Ccmmercial General Liability Insurance Policy 22 2. Automobile Liability 22 3. Fidelity Insurance 22 4. Business Property 23 5. Industrial Insurance Waiver 23 6. Volunteer Medical Protection 23 Page 5 of 39 Professional Services Contract#C01-0133-21 Exhibit D: Criteria for Evaluation 24 Exhibit E: Data Security Requirements 31 Page 6 of 39 Professional Services Contract#COI-0133-21 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, firm, 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 39 Professional Services Contract#C01-0133-21 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 future. 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 Contactor shall assist the County in fulfilling all obligations o 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 39 Professional Services Contract#COI-0133-21 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 39 Professional Services Contract#C01-0133-21 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 cf 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 39 Professional Services Contract#C01-0133-21 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. The Contractor's indemnification obligations shall not be limited in any way by the Washington State Industrial Insurance Act,RCW Title 51,or by application of any other workmen's compensation act, disability benefit act or other employee benefit act,and the Provider hereby expressly waives any immunity afforded by such acts. The Contractor's indemnification obligations herein are a material inducement to County to enter into this Agreement, are reflected in the Contractor's compensation,have been mutually negotiated by the parties. The County retains the right,but not the obligation,to participate in the defense of any claim, suit,or action subject to the Contractor's indemnification obligations herein,and such Page 11 of 39 Professional Services Contract#C01-0133-21 participation shall not constitute a waiver of any of the Contractor's indemnification obligations. 19. Insurance Coverage The Contractor shall comply with all provisions described in Exhibit C: Insurance Coverage, attached hereto. Any required policy or policies must list Lewis County as"primary, non- contributory"additionally insured. 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 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. Page 12 of 39 Professional Services Contract#C01-0133-21 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 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. Page 13 of 39 Professional Services Contract#C01-0133-21 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. 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. Page 14 of 39 Professional Services Contract#C01-0133-21 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. 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 15 of 39 Professional Services Contract##C01-0133-21 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. 1.1. DDA County Program Agreement 1.2. DDA Criteria for Evaluation 2021-2023 1.3. DDA Guiding Values 1.4. County Guide to Achieving DDA Guiding Values 1.5. Policy 4.11 County Services for Working Age Adults 1.6. Policy 5.01 Background Check Authorizations 1.7. Policy 5.02 Necessary Supplemental Accommodation 1.8. Policy 5.03 Client Complaints 1.9. Policy 5.05 Limited English Proficiency Clients 1.10. Policy 5.06 Client Rights 1.11. Policy 5.14 Positive Behavior Support 1.12. Policy 5.15 Use of Restrictive Procedures 1.13. Policy 5.17 Physical Intervention Techniques 1.14. Policy 6.08 Incident Management& Mandatory Reporting 1.15. Policy 6.13 Provider Qualifications for Employment&Day Services 1.16. Policy 6.21 Provider Qualifications for Individualized Technical Assistance 1.17. Policy 13.04 Disability Rights Washington Access Agreement 1.18. Policy 15.03 Community Protection Standards 1.19. Employment Phases and Billable Activities 1.20. Community Access Billable Activities 1.21. WAC 388-823 Eligibility 1.22. WAC 388-825 Service Rules 1.23. WAC 388-828 Assessment 1.24. WAC 388-845 Home&Community Based Waivers 1.25. WAC 388-850 County Plan for Developmental Disabilities S-2. Data Entry/Security The Contractor shall protect and maintain all Confidential Information gained by reason of this contract 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 in Exhibit E. S-3. Records Maintenance All 7-year time-period references in Section 22 are hereby changed to 6 years. S-4. Contract Monitoring The Contractor will participate in program monitoring by County staff at least once per biennium to evaluate and assess service quality and contract compliance. The Contractor shall provide information pertaining to this contract as requested by the County. Page 16 of 39 Professional Services Contract#C01-0133-21 S-5. Corrective Action If the County determines that a breach of contract has occurred,that is,the Contractor has failed to comply with any terms or conditions of this Contract or the Contractor has failed to provide in any manner the work or services agreed to herein, and if the County deems said breach to warrant corrective action,the following sequence will apply: a. The County will notify the Contractor in writing of the nature of the breach. b. The Contractor shall respond in writing within ten working days of its receipt of such notification,which response shall indicate the steps being taken to correct the specified deficiencies. The corrective action plan shall specify the proposed completion date for bringing the Contractor into contract compliance,which date shall not be more than 30 days from the date of the Contractor's response,unless the County, at its sole discretion, specifies in writing an extension in the number of days to complete the corrective actions; c. The County will notify the Contractor in writing of the County's determination as to the sufficiency of the Contractor's corrective action plan. The determination of sufficiency of the Contractor's corrective action plan shall be at the sole discretion of the County; d. In the event that the Contractor does not respond within the appropriate time with a corrective action plan, or the Contractor's corrective action plan is determined by the County to be insufficient,the County may commence termination of this contract in whole or in part pursuant to Section 14; e. In addition, the County may withhold any payment owed the Contractor or prohibit the Contractor from incurring additional obligations of funds until the County is satisfied that corrective action has been taken or completed; and f. Nothing herein shall be deemed to affect or waive any rights the parties may have pursuant to Sections 13, 14, and 15. Page 17 of 39 Professional Services Contract#C0I-0133-21 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 1,2021 and terminate on June 30,2022. 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: Task Task/Activity/Description Reporting Number Deliverables/Outcomes Requirement Due Date Individual Supported a. Provide one-to-one employment • Individual Work Initial plan 1 Employment(IE): supports according to Exhibit D: Plan(IWP) due within Individual Supported Criteria for Evaluation. • Six-month 60 days of Employment services are a part progress reports service of an individual's pathway to referral employment and are tailored to individual needs,interests,and b. If a participant has not obtained • Submit updated As needed abilities, and promote career employment after 6 months of plan for the development.These are ISE,the contractor shall: client that individualized services necessary i. Review the client's progress describes and adjust goals and additional to help persons with supports as needed; strategies and developmental disabilities obtain ii. Work with the client,Case supports that and continue integrated Resource Manager,and will be utilized employment at or above the County staff to develop state's minimum wage in the additional strategies to make general workforce.These progress towards services may include intake, employment. discovery,assessment,job preparation,job marketing,job c. The contractor shall track • Complete Quarterly supports,record keeping and employment outcome data for all provided ISE clients,including: quarterly support to maintain a job. i. Job start/loss dates employment ii. Paid working hours outcome iii. Wages template iv. Client acuity v. Performance Measures Performance measures: (1) Increase average working hours by 2% (2) Increase overall number of clients in paid employment by 5% (3) Maintain a monthly standard of no less than 40%of IE caseload employed Page 18 of 39 Professional Services Contract#C01-0133-21 *Based on July 2021 client counts Community Inclusion(CI): a. Provide Community Inclusion • Initial CI plan Initial plan 2 Community Inclusion services services according to Exhibit D: • Six-month due within are individualized services Criteria for Evaluation. progress reports 60 days of provided in typical integrated service community settings. Services referral will promote individualized skill development,independent living and community integration for persons to learn how to actively and independently engage in their local community.Activities will provide opportunities to develop relationships and to learn,practice and apply skills that result in greater independence and community inclusion.These services may be authorized for individuals age 62 and older.These services may be authorized instead of employment support(Individual Employment or Group Supported Employment)for working age individuals who have received nine months of employment support. Page 19 of 39 Professional Services Contract#C01-0133-21 Exhibit B: Budget, Invoicing, and Contractor Payment The County shall pay an amount not to exceed $74,000.00 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 Individual Supported Employment(1E) $39,000.00 Community Inclusion(CI) $35,000.00 Total Consideration $74,000.00 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. 6. Duplicate Payment The Contractor certifies that work to be performed under this contract does not duplicate any work tc be charged against any other contract, subcontract from Lewis County or any other funding source. 7. Audit i. General Requirements: The Contractor is to procure audit services based on the following guidelines: Page 20 of 39 Professional Services Contract#C01-0133-21 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 21 of 39 Professional Services Contract#C01-0133-21 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 22 of 39 Professional Services Contract#C01-0133-21 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 23 of 39 Professional Services Contract#C01-0133-21 Exhibit D: Criteria for Evaluation CRITERIA FOR ALL SERVICES A. Services According to Individual Need The service provider documents: 1. That services the participant is receiving relate to the participant's Individual Habilitation Plan(IHP)(ICF/ID),PASRR Level II Assessment,DDA Assessment including the Person Centered Service Plan(PCSP)and/or Individualized Family Service Plan(IFSP). 2. A copy of the current annual DDA Assessment, Service Summary, and Employment Summary or PASRR Level II Assessment or IHP or IFSP if applicable, will be maintained in the participant's file. 3. There is a County approved grievance process for participants that: a. Is explained to participants and others in accordance with DDA Policy 5.02, Necessary Supplemental Accommodation; b. 'Negotiates conflicts; c. States advocates are available and participants are encouraged to bring advocates to help negotiate; d. Provides a mediation process using someone who is unaffected by the outcome if conflicts remain unresolved(a DDA Case Resource Manager may be included as an alternative option); e. Prohibits retaliation for using the grievance process; f. Includes a process for tracking and reporting grievances. 4. Participants and others, in accordance with DDA Policy 5.06, Client Rights,have been informed of their rights, what services and benefits may be expected from the program, the program's expectations of them,and if necessary, the participant's family, guardian or advocate is also informed. B. Health and Safety The service provider has a policy that addresses confidential/private information and documents: 1. Incidents involving injury,health or safety issues are reported to DDA and the County reference DDA Policy 6.08,Mandatory Reporting Requirementsfor Employment and Dav Program Services Providers. 2. Incident reports are tracked and analyzed for potential trends and patterns. 3. Mandatory reporting is done in accordance with Chapter 74.34 RCW,Abuse of Vulnerable Adults and Chapter 26.44 RCW,Abuse of Children. Page 24 of 39 Professional Services Contract#CO1-0133-21 4. Current emergency contact and medical information(medications, diet, allergies, etc.) needed during the hours of service is readily available for each participant. C. Policies Protecting Individual Rights The service provider has policies that protect individual rights that include but are not limited to: 1. Respectful staff-to-client interactions; 2. A person's right to be treated with dignity,respect and free of abuse; 3. A person's right to privacy; and 4. Safeguarding personal information. D. Organizational Design The service provider documents: 1. The date policies are implemented or date they are revised 2. A written performance plan which describes program objectives, expected outcomes, how and when objectives will be accomplished, and that the plan is evaluated at least biennially and revised based on actual performance. Document progress on performance indicators identified in DDA Policy 6.13,Provider Qualifications for Employment and Day Program Services. 3. Direct service staff are trained and has experience in accordance with DDA Policy 6.13. 4. That it is able to account for and manage public funds compliance with Generally Accepted Accounting Principles"GAAP"provide financial statements within nine months subsequent to the close of the subcontractor's fiscal year. An agency, for-profit or non-profit,who receives in excess of$100,000 in DDA funds during its fiscal year from the County, shall provide Certified Public Accountant reviewed or audited financial statements. 5. An administrative/organizational structure that clearly defines responsibilities. 6. Each employee has a current(within three years)DSHS background check in accordance with RCW 4 3.4 3.830-845,R.CW 74.15.030 and WAC 388-825. Child Development Service providers may submit background checks directly to the BCS at DSHS or they may submit background checks to the Department of Children,Youth and Families, for processing by the DSHS BCCU. 7. Evidence that it employs typical safety protection based upon the environment the participant is working or receiving services in. Page 25 of 39 Professional Services Contract#C01-0133-21 8. Equal access to persons who do not speak or have a limited ability to speak,read, or write English well enough to understand and communicate effectively(reference DDA Policy 5.05. Limited English Proficient(LEP) Clients). CRITERIA FOR SPECIFIC SERVICES E. Child Development Services (Birth to Three) The County evaluates, in collaboration with the Local Lead Agency,that service providers document: 1. The child and family received timely services. (Services are considered timely if they begin within 30 days of the start date on the signed IFSP unless documented that there was an exceptional family circumstance). 2. Services are in compliance with the natural environments criteria for IDEA,Part C and Washington State's federally approved Early Intervention Plan. 3. Training, experience, and expertise of staff meet the highest entry level requirements in Washington State for Early Intervention professionals and relate to the needs of the child. 4. Evaluation(eligibility),assessment(child and family need) and the Individualized Family Service Plan(IFSP)was conducted within 45 days of receipt of referral. (Referral is defined as the date the family resources coordinator or lead agency received referral) 5. The family was assisted to ensure the child obtained an evaluation by a multidisciplinary team. 6. Contractor received from the parent, in writing, consent for all activities related to the provision of Early Intervention Services in the family's native language or other mode of communication. 7. The IFSP was reviewed every six months with a new plan written annually. 8. Progress toward the child and family outcomes within the IFSP are assessed on an ongoing basis and documented at least annually. 9. Child and family outcomes within the IFSP are functional and based on the individualized needs of the infant or toddler and the concerns and the priorities of the family. Child specific outcomes reflect the child's participation in everyday routines and activities. Family specific outcomes address the capacity of the family to enhance their child's development. 10. Services and supports were provided,to the maximum extent appropriate for the individual child, in naturally occurring environments and occurs in a setting other than a natural environment only when early intervention cannot be achieved satisfactorily for an infant or toddler in a natural environment. 11. A transition plan for each child participating in the early intervention program was developed at least 90 days prior to the child's third birthday. Page 26 of 39 Professional Services Contract#C01-0133-21 F. All Employment Services The service provider documents: 1. Adult Employment plans will include the information listed below and should be developed by the provider in collaboration with the Case Resource Manager,participant and his or her family(the team). Initial plans will be completed within 60 days from date of service authorization and must be signed by the participant and/or his or her guardian if any. Copies of the initial and subsequent revised plans will be distributed as appropriate to all team members. Plans will be reviewed and signed annually. All employment plans should address how the participant will pursue and maintain a community paid job, increased wages, and increased work hours towards a living wage. a. Current date; b. Timeline for the plan; c. Participant's name first and last; d. Participant ADSA ID; e. Employment goal; i. The preferred(job type)the participant wishes to obtain or maintain; ii. The preferred wages/salary the participant wishes to earn; iii. The number of hours the participant prefers to work; iv. The agreed upon time line to achieve the employment goal. f. The participant's skills, gifts,interests and preferred activities; g. Measurable strategies and timelines (action steps and supports)to meet the employment goal; h. Identification of persons and/or entities available to assist the participant in reaching his/her employment goal (example: a family member, Vocational Rehabilitation services, etc.)and; i. Identification of other accommodations,adaptive equipment and/or supports critical to achieve employment goal. 2. All services relate to the participant's individually identified goal(s)as outlined in the employment plan. 3. The identification and provision of supports necessary for job success have been provided to each participant. Supports may include,but are not limited to, identification of resources necessary for transportation,job restructuring,work materials or routine adaptation,work environment modifications, identification of job counseling needs, etc. 4. Supports,which include training and support to employers and co-workers,have been provided in each job placement to ensure jobs are maintained and fading is occurring. This also inc.udes the development of natural supports. 5. Employment service activities and the outcome of those activities in the participant's progress reports. Page 27 of 39 Professional Services Contract#C01-0133-21 6. Six month progress reports describing the progress made towards achieving participant's goal will be provided by the service provider to the Case Resource Manager,participant, and/or guardian if any within 30 days following the six month period. 7. Training and support is provided as a part of an individual's pathway to integrated employment in accordance with DDA Policy 4.11, County Services for Working Age Adults. 8. Information about wages,productivity,benefits,and work hours for each participant. 9. Progress in achieving increased wages and work hours for each participant. 10. Evidence that services the agency provides adhere to the Medicaid HCBS settings requirements of 42CFR 441 530(a)(1) including: is integrated in the greater community and supports individuals to have full access to the greater community; ensures the individual receives services in the community to the same degree of access as individuals not receiving Medicaid HCBS; the setting provides opportunities to seek employment and work in competitive integrated settings; and the setting facilitates individual choice regarding services and supports;and who provides them. 11. Identifying settings that isolate people from the broader community or that have the effect of isolating individuals from the broader community of individuals who do not receive Medicaid HCB services. These settings are presumed not to be home and community-based. G. Individual Supported Employment Services The service provider documents: 1. Service is in accordance with the DDA Employment Activities—Strategies and Progress/Outcomes Measures document. 2. State-adopted self-employment guidelines are followed for any individual who owns and operates a business. In addition, at minimum, any self-employment venture must include a business plan,established benchmarks for financial gain, and show that progress is being made towards providing a living wage. H. Community Inclusion Services The service provider documents: 1. Adult Community Inclusion plans will include information that identifies and addresses the individualized goal and support needs for each participant. Plans must consider individualization, integration, and safety and should be developed by the provider in collaboration with the Case Resource Manager,participant and his or her family(the team). Initial plans will be completed within 60 days from date of service authorization and must be signed by the participant and/or his or her guardian if any. Copies of the initial and subsequent revised plans will be distributed as appropriate to all team members. Plans will be reviewed and signed annually. Plans will include the information listed below: Page 28 of 39 Professional Services Contract#C01-0133-21 a. Current date; b. Time line for the Plan; c. Participant's name first and last; d. Participant's ADSA ID; e. The participant's skills, gifts, interests, and preferred activities. f. The Community Inclusion goal. The goal needs to relate to the following(per the County Guide to Achieve Developmental Disability Administration Guiding Values): i. Identify integrated community places where the participant's interest, culture,talent, and gifts can be contributed and shared with others with similar interests. ii. Identify typical community clubs, associations, and organizations where the participant can be a member and have decision making capacities. iii. Identify opportunities where the participant can contribute to the community doing new and interesting things or things the individual enjoys. iv. Building and strengthening relationships between family members and members of the local community who are not paid to be with the person. g. The Support Intensity Scale(SIS)subscale that most relates to the goal (Community living; Lifelong learning; Employment; Health& Safety; Social; and Protection& Advocacy) h. Measurable strategies and time lines(action steps and supports) to meet the goal. i. Identification of persons and/or entities available to assist the participant in reaching his or her long term goal. j. Identification of other accommodations, adaptive equipment and/or conditions critical to achieve the goal. 2. All services relate to the participant's individually identified goal(s)as outlined in their plan. 3. Six month progress reports describing the progress made towards achieving participant's goal will be provided by the service provider to the Case Resource Manager,participant, and/or guardian if any within 30 days following the six month period 4. Each participant is assisted to participate in typical and integrated activities, events and organizations in the individual's neighborhood or local community in ways similar to others of same age. 5. Each participant is assisted to take part in activities on an individualized basis. 6. The opportunity is provided for connection and relationship building between the participant and people without disabilities who are not paid to provide services to the participant. This also includes the development of natural supports and fading of paid staff support. 7. Volunteer opportunities comply with U.S. Department of Labor standards and applicable state standards. Page 29 of 39 Professional Services Contract#C01-0133-21 8. Service activities and the outcome of those activities are documented in the participant's progress reports. 9. Evidence that services the agency provides adhere to the Medicaid HCBS settings requirements of 42CFR 441 530(a)(1) including: is integrated in and supports full access to the greater community; ensures the individual receives services in the community to the same degree of access as individuals not receiving Medicaid HCBS; and provides opportunities to seek employment and work in competitive integrated settings. 10. Identifying settings that isolate people from the broader community or that have the effect of isolating individuals from the broader community of individuals who do not receive Medicaid HCB services. These settings are presumed not to be home and community-based. Page 30 of 39 Professional Services Contract#C01-0133-21 Exhibit E: Data Security Requirements A. Definitions The words and phrases listed below, as used in this Exhibit, shall each have the following definitions 1. "AES"means the Advanced Encryption Standard, a specification of Federal Information Processing Standards Publications for the encryption of electronic data issued by the National Institute of Standards and Technology (http://nvlpubs.nist.gov/nistpubs/FIPS/NIST.FIPS.197.pdf). 2. "Authorized User(s)"means an individual or individuals with a business need to access DSHS Confidential Information,and who has or have been authorized to do so. 3. "Category 4 Data"is data that is confidential and requires special handling due to statutes or regulations that require especially strict protection of the data and from which especially serious consequences may arise in the event of any compromise of such data. For purposes of this contract, data classified as Category 4 refers to data protected by: the Health Insurance Portability and Accountability Act(HIPAA). 4. "Cloud"means data storage on servers hosted by an entity other than the Contractor and on a network outside the control of the Contractor. Physical storage of data in the cloud typically spans multiple servers and often multiple locations. Cloud storage can be divided between consumer grade storage for personal files and enterprise grade for companies and governmental entities. Examples of consumer grade storage would include iCloud,Dropbox,Box.com, and many other entities. Enterprise cloud vendors include Microsoft Azure,Amazon Web Services, 0365,and Rackspace. 5. "Encrypt"means to encode Confidential Information into a format that can only be read by those possessing a"key"; a password, digital certificate or other mechanism available only to authorized users. Encryption must use a key length of at least 128 bits(256 preferred)for symmetric keys, or 2048 bits for asymmetric keys. When a symmetric key is used, the Advanced Encryption Standard(AES)must be used if available. 6. "Hardened Password"means a string of at least eight characters containing at least three of the following four character classes: Uppercase alphabetic, lowercase alphabetic, numeral, and special characters such as an asterisk, ampersand, or exclamation point. 7. "Mobile Device"means a computing device, typically smaller than a notebook,which runs a mobile operating system, such as iOS,Android, or Windows Phone.Mobile Devices include smart phones,most tablets, and other form factors. 8. "Multi-factor Authentication"means controlling access to computers and other IT resources by requiring two or more pieces of evidence that the user is who they claim to be. These pieces of evidence consist of something the user knows, such as a password or PIN; something the user has such as a key card, smart card, or physical token; and something the user is, a biometric identifier such as a fingerprint, facial scan,or retinal scan. "PIN"means a personal identification number, a series of numbers which act as a Page 31 of 39 Professional Services Contract#C01-0133-21 password for a device. Since PINS are typically only four to six characters, PINs are usually used in conjunction with another factor of authentication, such as a fingerprint. 9. "Portable Device"means any computing device with a small form factor, designed to be transported from place to place. Portable devices are primarily battery powered devices with base computing resources in the form of a processor,memory, storage, and network access. Examples include,but are not limited to,mobile phones, tablets, and laptops. Mobile Device is a subset of Portable Device. 10. "Portable Media"means any machine readable media that may routinely be stored or moved independently of computing devices. Examples include magnetic tapes, optical discs(CDs or DVDs), flash memory(thumb drive)devices, external hard drives, and internal hard drives that have been removed from a computing device. 11. "Secure Area"means an area to which only authorized representatives of the entity possessing the Confidential Information have access, and access is controlled through use of a key, card key, combination lock,or comparable mechanism. Secure Areas may include buildings,rooms or locked storage containers (such as a filing cabinet or desk drawer)within a room, as long as access to the Confidential Information is not available to unauthorized personnel. In otherwise Secure Areas, such as an office with restricted access,the Data must be secured in such a way as to prevent access by non-authorized staff such as janitorial or facility security staff,when authorized Contractor staff are not present to ensure that non-authorized staff cannot access it. 12. "Trusted Network"means a network operated and maintained by the Contractor,which includes security controls sufficient to protect DSHS Data on that network. Controls would include a firewall between any other networks, access control lists on networking devices such as routers and switches, and other such mechanisms which protect the confidentiality, integrity, and availability of the Data. 13. "Unique User ID"means a string of characters that identifies a specific user and which, in conjunction with a password,passphrase or other mechanism, authenticates a user to an information system. B. Authority The security requirements described in this document reflect the applicable requirements of Standard 141.10 (https:!/ocio.wa.gov/policies)of the Office of the Chief Information Officer for the state of Washington, and of the DSHS Information Security Policy and Standards Manual. Reference material related to these requirements can be found here: https://www.dshs.wa.gov!fsa/central-contract-services.'keehing-dshs-client-information- private-and-secure,which is a site developed by the DSHS Information Security Office and hosted by DSHS Central Contracts and Legal Services. C. Administrative Controls The Contractor must have the following controls in place: Page 32 of 39 Professional Services Contract#COI-0133-21 1. A documented security policy governing the secure use of its computer network and systems, and which defines sanctions that may be applied to Contractor staff for violating that policy. 2. If the Data shared under this agreement is classified as Category 4 data, the Contractor must be aware of and compliant with the applicable legal or regulatory requirements for that Category 4 Data. 3. If Confidential Information shared under this agreement is classified as Category 4 data, the Contractor must have a documented risk assessment for the system(s)housing the Category 4 Data. D. Authorization,Authentication,and Access In order to ensure that access to the Data is limited to authorized staff, the Contractor must: 1. Have documented policies and procedures governing access to systems with the shared Data. 2. Restrict access through administrative,physical, and technical controls to authorized staff. 3. Ensure that user accounts are unique and that any given user account logon ID and password combination is known only to the one employee to whom that account is assigned. For purposes of non-repudiation, it must always be possible to determine which employee performed a given action on a system housing the Data based solely on the logon ID used to perform the action. 4. Ensure that only authorized users are capable of accessing the Data. 5. Ensure that an employee's access to the Data is removed immediately: a. Upon suspected compromise of the user credentials. b. When their employment, or the contract under which the Data is made available to them, is terminated. c. When they no longer need access to the Data to fulfill the requirements of the contract. 6. Have a process to periodically review and verify that only authorized users have access to systems containing DSHS Confidential Information. 7. When accessing the Data from within the Contractor's network(the Data stays within the Contractor's network at all times),enforce password and logon requirements for users within the Contractor's network, including: a. A minimum length of 8 characters, and containing at least three of the following character classes: uppercase letters, lowercase letters,numerals, and special characters such as an asterisk, ampersand,or exclamation point. Page 33 of 39 Professional Services Contract##C01-0133-21 b. That a password does not contain a user's name, logon ID, or any form of their full name. c. That a password does not consist of a single dictionary word. A password may be formed as a passphrase, which consists of multiple dictionary words. d. That passwords are significantly different from the previous four passwords. 8. When accessing Confidential Information from an external location(the Data will traverse the Internet or otherwise travel outside the Contractor's network), mitigate risk and enforce password and logon requirements for users by employing measures including: a. Ensuring mitigations applied to the system do not allow end-user modification. b. Not allowing the use of dial-up connections. c. Using industry standard protocols and solutions for remote access. Examples include, but are not limited to RADIUS)and Citrix. d. Encrypting all remote access traffic from the external workstation to Trusted Network or to a component within the Trusted Network. The traffic must be encrypted at all times while traversing any network,including the Internet, which is not a Trusted Network. e. Ensuring that the remote access system prompts for re-authentication or performs automated session termination after no more than 30 minutes of inactivity. f. Ensuring use of Multi-factor Authentication to connect from the external end point to the internal end point. 9. Passwords or PIN codes may meet a lesser standard if used in conjunction with another authentication mechanism, such as a biometric(fingerprint, face recognition, iris scan)or token(software,hardware, smart card, etc.) in that case: a. The PIN or password must be at least 5 letters or numbers when used in conjunction with at least one other authentication factor b. Must not be comprised of all the same letter or number(11111, 22222, aaaaa,would not be acceptable) c. Must not contain a"run"of three or more consecutive numbers(12398, 98743 would not be acceptable) 10. If the contract specifically allows for the storage of Confidential Information on a Mobile Device,passcodes used on the device must: a. Be a minimum of six alphanumeric characters. b. Contain at least three unique character classes(upper case, lower case, letter, number). c. Not contain more than a three consecutive character run. Passcodes consisting of 12345, or abcd12 would not be acceptable. 11. Render the device unusable after a maximum of 10 failed logon attempts. Page 34 of 39 Professional Services Contract#C01-0133-21 E. Protection of Data The Contractor agrees to store Data on one or more of the following media and protect the Data as described: 1. Hard disk drives. For Data stored on local workstation hard disks, access to the Data will be restricted to Authorized User(s)by requiring logon to the local workstation using a Unique User ID and Hardened Password or other authentication mechanisms which provide equal or greater security, such as biometrics or smart cards. 2. Network server disks. For Data stored on hard disks mounted on network servers and made available through shared folders, access to the Data will be restricted to Authorized Users through the use of access control lists which will grant access only after the Authorized User has authenticated to the network using a Unique User ID and Hardened Password or other authentication mechanisms which provide equal or greater security, such as biometrics or smart cards. Data on disks mounted to such servers must be located in an area which is accessible only to authorized personnel,with access controlled through use of a key, card key, combination lock, or comparable mechanism. For DSHS Confidential Information stored on these disks, deleting unneeded Data is sufficient as long as the disks remain in a Secure Area and otherwise meet the requirements listed in the above paragraph. Destruction of the Data, as outlined below in Section 8 Data Disposition,may be deferred until the disks are retired, replaced, or otherwise taken out of the Secure Area. 3. Optical discs (CDs or DVDs)in local workstation optical disc drives. Data provided by DSHS on optical discs which will be used in local workstation optical disc drives and which will not be transported out of a Secure Area. When not in use for the contracted purpose, such discs must be Stored in a Secure Area. Workstations which access DSHS Data on optical discs must be located in an area which is accessible only to authorized personnel, with access controlled through use of a key, card key, combination lock,or comparable mechanism. 4. Optical discs (CDs or DVDs)in drives or jukeboxes attached to servers. Data provided by DSHS on optical discs which will be attached to network servers and which will not be transported out of a Secure Area. Access to Data on these discs will be restricted to Authorized Users through the use of access control lists which will grant access only after the Authorized User has authenticated to the network using a Unique User ID and Hardened Password or other authentication mechanisms which provide equal or greater security, such as biometrics or smart cards. Data on discs attached to such servers must be located in an area which is accessible only to authorized personnel, with access controlled through use of a key, card key, combination lock, or comparable mechanism. 5. Paper documents. Any paper records must be protected by storing the records in a Secure Area which is only accessible to authorized personnel. When not in use, such records must be stored in a Secure Area. Page 35 of 39 Professional Services Contract#C01-0133-21 6. Remote Access. Access to and use of the Data over the State Governmental Network (SGN) or Secure Access Washington(SAW)will be controlled by DSHS staff who will issue authentication credentials (e.g. a Unique User ID and Hardened Password)to Authorized Users on Contractor's staff. Contractor will notify DSHS staff immediately whenever an Authorized User in possession of such credentials is terminated or otherwise leaves the employ of the Contractor, and whenever an Authorized User's duties change such that the Authorized User no longer requires access to perform work for this Contract. 7. Data storage on portable devices or media a. Except where otherwise specified herein, DSHS Data shall not be stored by the Contractor on portable devices or media unless specifically authorized within the terms and conditions of the Contract. If so authorized,the Data shall be given the following protections: i. Encrypt the Data. ii. Control access to devices with a Unique User ID and Hardened Password or stronger authentication method such as a physical token or biometrics. iii. Manually lock devices whenever they are left unattended and set devices to lock automatically after a period of inactivity, if this feature is available. Maximum period of inactivity is 20 minutes. iv. Apply administrative and physical security controls to Portable Devices and Portable Media by: (1) Keeping them in a Secure Area when not in use, (2) Using check-in/check-out procedures when they are shared, and (3) Taking frequent inventories. b. When being transported outside of a Secure Area, Portable Devices and Portable Media with DSHS Confidential Information must be under the physical control of Contractor staff with authorization to access the Data, even if the Data is encrypted. 8. Data stored for backup purposes. a. DSHS Confidential Information may be stored on Portable Media as part of a Contractor's existing, documented backup process for business continuity or disaster recovery purposes. Such storage is authorized until such time as that media would be reused during the course of normal backup operations. If backup media is retired while DSHS Confidential Information still exists upon it, such media will be destroyed at that time in accordance with the disposition requirements below in Section 8 Data Disposition. b. Data may be stored on non-portable media(e.g. Storage Area Network drives, virtual media, etc.) as part of a Contractor's existing, documented backup process for business continuity or disaster recovery purposes. If so, such media will be protected as otherwise described in this exhibit. If this media is retired while DSHS Confidential Information still exists upon it,the data will be destroyed at that time in accordance with the disposition requirements below in Section 8 Data Disposition. 9. Cloud storage DSHS Confidential Information requires protections equal to or greater than those specified elsewhere within this exhibit. Cloud storage of Data is problematic as neither Page 36 of 39 Professional Services Contract#C01-0133-21 DSHS nor the Contractor has control of the environment in which the Data is stored. For this reason: a. DSHS Data will not be stored in any consumer grade Cloud solution,unless all of the following conditions are met: i. Contractor has written procedures in place governing use of the Cloud storage and Contractor attest to the contact listed in the contract and keep a copy of that attestation for your records in writing that all such procedures will be uniformly followed. ii. The Data will be Encrypted while within the Contractor network. iii. The Data will remain Encrypted during transmission to the Cloud. iv. The Data will remain Encrypted at all times while residing within the Cloud storage solution. v. The Contractor will possess a decryption key for the Data, and the decryption key will be possessed only by the Contractor. vi. The Data will not be downloaded to non-authorized systems,meaning systems that are not on the contractor network. vii. The Data will not be decrypted until downloaded onto a computer within the control of an Authorized User and within the contractor's network. b. Data will not be stored on an Enterprise Cloud storage solution unless either: i. The Cloud storage provider is treated as any other Sub-Contractor, and agrees in writing to all of the requirements within this exhibit; or, ii. The Cloud storage solution used is HIPAA compliant. c. If the Data includes protected health information covered by the Health Insurance Portability and Accountability Act(HIPAA),the Cloud provider must sign a Business Associate Agreement prior to Data being stored in their Cloud solution. F. System Protection To prevent compromise of systems which contain DSHS Data or through which that Data passes: a. Systems containing DSHS Data must have all security patches or hotfixes applied within 3 months of being made available. b. The Contractor will have a method of ensuring that the requisite patches and hotfixes have been applied within the required timeframes. c. Systems containing DSHS Data shall have an Anti-Malware application, if available, installed. d. Anti-Malware software shall be kept up to date. The product, its anti-virus engine, and any malware database the system uses,will be no more than one update behind current. 7. Data Segregation a. DSHS category 4 data must be segregated or otherwise distinguishable from non-DSHS data. This is to ensure that when no longer needed by the Contractor, all DSHS Data can be identified for return or destruction. It also aids in determining whether DSHS Data has or may have been compromised in the event of a security breach. As such, one or more of the following methods will be used for data segregation: Page 37 of 39 Professional Services Contract#C01-0133-21 i. DSHS Data will be kept on media(e.g. hard disk, optical disc,tape, etc.)which will contain no non-DSHS Data. ii. DSHS Data will be stored in a logical container on electronic media, such as a partition or folder dedicated to DSHS Data. iii. DSHS Data will be stored in a database which will contain no non-DSHS data. And/or, iv. DSHS Data will be stored within a database and will be distinguishable from non- DSHS data by the value of a specific field or fields within database records. v. When stored as physical paper documents, DSHS Data will be physically segregated from non-DSHS data in a drawer, folder, or other container. b. When it is not feasible or practical to segregate DSHS Data from non-DSHS data,then both the DSHS Data and the non-DSHS data with which it is commingled must be protected as described in this exhibit. 8. Data Disposition When the contracted work has been completed or when the DSHS Data is no longer needed, except as noted above in Section 5.b, DSHS Data shall be returned to DSHS or destroyed. Media on which Data may be stored and associated acceptable methods of destruction are as follows: Data stored on: Will be destroyed by: Server or workstation hard disks,or Using a"wipe"utility which will overwrite the Data at least three(3)times using either random Removable media(e.g. floppies,USB flash or single character data,or drives,portable hard disks)excluding optical discs Degaussing sufficiently to ensure that the Data cannot be reconstructed,or Physically destroying the disk Paper documents with sensitive or Confidential Recycling through a contracted firm,provided Information the contract with the recycler assures that the confidentiality of Data will be protected. Paper documents containing Confidential On-site shredding,pulping,incineration,or Information requiring special handling(e.g. contractor protected health information) Optical discs(e.g.CDs or DVDs) Incineration,shredding,or completely defacing the readable surface with a coarse abrasive Magnetic tape Degaussing,incinerating or crosscut shredding Page 38 of 39 Professional Services Contract#C01-0133-21 9. Notification of Compromise or Potential Compromise The compromise or potential compromise of DSHS shared Data must be reported to the DSHS Contact designated in the Contract within one(1)business day of discovery. If no DSHS Contact is designated in the Contract,then the notification must be reported to the DSHS Privacy Officer at dshsprivacyofficer@dshs.wa.gov. Contractor must also take actions to mitigate the risk of loss and comply with any notification or other requirements imposed by law or DSHS. 10.Data shared with Subcontractors If DSHS Data provided under this Contract is to be shared with a subcontractor,the Contract with the subcontractor must include all of the data security provisions within this Contract and within any amendments, attachments, or exhibits within this Contract. If the Contractor cannot protect the Data as articulated within this Contract,then the contract with the sub- Contractor must be submitted to the DSHS Contact specified for this contract for review and approval. Page 39 of 39 BOCC AGENDA ITEM SUMMARY Resolution: 21-327 BOCC Meeting Date: Aug. 27, 2021 Suggested Wording for Agenda Item: Agenda Type: Deliberation Approving Agreement between Lewis County and Compass Career Solutions to provide individual employment and inclusion services in the amount of $74,000 Contact: Sandi Andrus Phone: 360-740-1148 Department: PHSS - Public Health & Social Services Description: The State Developmental Disabilities Administration contracts with Lewis County to oversee the administration of grant money for services for individuals with developmental disabilities. This subcontract provides funding for Compass Career Solutions to provide Individual Employment and Community Inclusion services to eligible persons who reside in Lewis County. Approvals: Publication Requirements: Publications: User Status Erik Martin Pending J.P. Anderson Pending PA's Office Approved Tammy Martin Pending Additional Copies: Cover Letter To: Sandi Andrus, Sara Sons, Jill Nielson, Bryan Compass Career Solutions, LLC Hall, Grace Jimenez, Michelle Sauter, Sherri c/o Errin Sullivan Dokken 5709 W. Sunset Highway, Suite 100 Spokane, WA 99224