Approve Agreement with Cispus Learning Center for an afterschool program in Morton and White Pass School District areas BEFORE THE BOARD OF COUNTY COMMISSIONERS
LEWIS COUNTY, WASHINGTON
IN THE MATTER OF: RESOLUTION NO. 21-352
APPROVE AN AGREEMENT BETWEEN CISPUS
LEARNING CENTER AND LEWIS COUNTY FOR AN
AFTERSCHOOL PROGRAM IN MORTON AND
WHITE PASS DISTRICT AREAS
WHEREAS, the Lewis County Board of County Commissioners (BOCC) has
reviewed the Professional Services Contract #C08-0144-21 between Lewis County
and Cispus Learning Center for the period of July 1, 2021, through June 30, 2023;
and
WHEREAS, this agreement provides an afterschool program in the Morton and
White Pass School Districts, including community awareness events, training and
afterschool program in conjunction with the Community Prevention wellness
Initiative Morton Up! Coalition; and
WHEREAS, funding is available through DBHR/Healthcare Authority with $38,400
available in the first year and $38,400 available in the second year for a total of
$76,800; and
WHEREAS, it appears to be in the best public interest to authorize the execution
of said contract for Lewis County.
NOW THEREFORE BE IT RESOLVED that the Professional Services Contract
#C08-0144-21 between Cispus Learning Center and Lewis County in the amount
of $76,800 effective July 1, 2021, through June 30, 2023, is hereby approved and
the Director of Public Health & Social Services is authorized to sign the same.
DONE IN OPEN SESSION this 28th day of September, 2021.
Page 1 of 2 Res. 21-352
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: •'•°""'Y� s•• Lindsey R. Pollock, DVM
s�70PgD OF t`.
;� LInclsey R. Pollock, DVM, Vice Chair
S1�CE z:
•
Rieva Lester '•:skot Sean D. Swope
Rieva Lester, Sean D. Swope, Commissioner
Clerk of the Lewis County Board of
County Commissioners
Page 2 of 2 Res. 21-352
360N W North Street
i "`` ,:�4. 1 Public .Health & Social Services Chehalis WA9853.2
LEWIS COUNTYf
Jr. ingtan`s Fzrsi County I
Professional Services Contract
Contract#: C08-0144-21
Contract Name: Cispus Learning Center Afterschool Program
Funding Source: MHPP/DMA
Preamble
1. Purpose
This contract is entered into between Lewis County,hereinafter called
County, and Cispus Learning Center,hereinafter called Contractor, for the purpose
of providing an afterschool program for the communities of Morton and White Pass.
2. Parties
Each party to this contract shall have a contract representative empowered
to enter into this contract on behalf of their party. Each party may change its
representative upon providing written notice to the other party.The parties'
Contract Representatives for this contract are:
For the County: Contract Officer
J.P.Anderson, Director
360-740-2787
JP.anderson@lewiscountywa.gov
For the Contractor: Director
Chase Buffington, Director
360-497-7131
buffington@cispus.org
360-497-7132
JP Aa(Jerson, M.S.W. Director
o 360.740.1223 F 360.740.1438 o 360.740.1480 Alan Melnick, M.D., M.P.H.. C'.P.0 Health Officer
Steven ,gager, M.D., M.P.H., Deputy Health Officer
Cispus Afterschool Program(contract#C08-0144-21)
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.
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.
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Cispus Afterschool Program(contract#C08-0144-21)
For the County
Lewis County Public Health&Social Services
360 NW North Street
Chehalis,WA 98532-1925
County signature: j.... 41A/1k'
J.P.Anderson,MSW
Public Health&Social Services Director
Date: l' (-it'll,\
For the Contractor
Cispus Learning Center
2142 Cispus Road
Randle,WA 98377-9305
DUNS# - 134770452
/----- N.
.,,,, ......7 ........_ ...____-_.... .
Contractor signature:
Chase Buffington
Cispus Learning Center Director
7 Date:
1� 0I
Approved as to Form
Jonathan Meyer Attest:
Prosecute ttorney
By:
am ) (Clerk of the Board)
(title)
; 3
Cispus Afterschool Program(contract#C08-0144-21)
Table of Contents
Preamble 1
1. Purpose 1
2. Parties 1
3. Authorization 2
4. Contract Term 2
5. Contractor Representation 2
6. Mutually Negotiated 2
Signatures 2
General Terms and Conditions 7
1. Scope of Contractor's Services 7
2. Accounting and Payment for Contractor Services 7
3. Recapture 7
4. Independent Contractor 7
5. No Guarantee of Employment 8
6. Taxes 8
7. Assignment and Subcontracting 9
8. Contractor Commitments, Warranties and Representations 9
9. Certification of Work 9
10. Debarment Certification 9
11. Regulations and Requirements 9
12. Ethics/Conflicts of Interest 10
13. Right to Review 10
14. Nondiscrimination 10
15. Political Activity Prohibited 10
16. Patent/Copyright Infringement 10
17. Ownership and Use of Items Produced 11
18. Confidentiality 11
19. Information System Security 11
20. Protection of Personal Information/Notice of Privacy Policies 11
21. Public Records Law 12
22. Records Maintenance 12
23. Defense and Indemnity Agreement 13
24. Insurance Coverage 13
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Cispus Afterschool Program(contract#C08-0144-21)
25. Notice 13
26. Contract Amendments 13
27. Modifications 13
28. Termination 13
29. Termination for Default 14
30. Termination for Public Convenience 14
31. Suspension of Performance and Resumption of Performance 14
32. Termination Procedures 15
33. Resolution of Conflicts 16
34. Disputes, Venue and Choice of Law 17
35. Severability 17
36. Conformance 17
37. Waiver 17
38. Survival 17
39. Fraud and Abuse Requirements 17
40. Certification Regarding Lobbying 18
41. Certification Regarding Environmental Tobacco 19
42. Services and Activities to Racial/Ethnic Minorities 19
43. Service Recipient Right to a Grievance 20
44. Entire Agreement 20
Special Terms and Conditions Business Associate Agreement 21
S-1.Applicable Regulations 22
S-2.Written Policies and Procedures 26
S-3.Acknowledgement of Federal Funds-Prevention 27
S-4.Unallowable Costs 27
S-5.Allowable Costs 30
S-6.Data Entry 30
S-7.On Site Monitoring 31
Exhibit A: Statement of Work and Reporting Requirements 32
Exhibit B: Budget, Invoicing, and Contractor Payment 34
1. Budget Detail 34
2. Compensation 35
3. Invoice Timeframe 35
4. Eligible Use of Funds 35
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Cispus Afterschool Program(contract#C08-0144-21)
5. Duplicate Payment 35
6. Audit 35
7. Future Non-Allocation of Funds 36
8. Errors and Omissions Uncompensated 37
Exhibit C: Insurance Coverage 37
1. Commercial General Liability Insurance Policy 38
2. Professional Liability Insurance 38
3. Automobile Liability 38
4. Fidelity Insurance 38
5. Business Property 3 8
6. Industrial Insurance Waiver 39
7. Volunteer Medical Protection 39
Exhibit D: SAMHSA Award Terms 40
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Cispus Afterschool Program(contract#C08-0144-21)
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. 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.
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.
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
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Cispus Afterschool Program(contract#C08-0144-21)
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.
Background checks (RCW 43.43,WAC 388-877 &388-877B)
(1) The contractor shall ensure a criminal background check is conducted for all
staff members, case managers, outreach staff members, etc. Or volunteers who
have unsupervised access to children, adolescents, and vulnerable adults, and
persons who have developmental disabilities.
(2) When providing services to youth,the Contractor shall ensure that
requirements of WAC 388-06-0170 are met.
5. No Guarantee of Employment
The performance of all or part of this contract by the Contractor shall not
operate to vest any employment rights whatsoever and shall not be deemed to
guarantee an employment of the Contractor or any employee,agent or
representative of the Contractor or any subcontractor, or any employee,agent or
representative of any subcontractor by the County at the present time or in the
futures.
6. Taxes
The Contractor understands and acknowledges that the County will not
withhold federal or state income taxes.Where required by state or federal law,the
Contractor authorizes the County to make withholding for any taxes other than
income taxes.All compensation received by the Contractor will be reported to the
Internal Revenue Service and Washington State Department of Revenue in
accordance with federal and state regulations.The Contractor is solely liable for any
tax obligation arising from the Contractor's performance of this contract.The
Contractor hereby agrees to indemnify the County against any demand to pay taxes
arising from the Contractor's failure to pay taxes on compensation earned pursuant
to this contract.
The County will pay sales and use taxes imposed on goods and services
acquired hereunder as required by law.The Contractor shall pay all other taxes
including,but not limited to, Business and Occupation Tax,taxes based on the
Contractor's gross or net income, or personal property to which the County does not
hold title. The County is exempt from Federal Excise Tax.
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Cispus Afterschool Program(contract#CO8-0144-21)
7. Assignment and Subcontracting
Unless otherwise provided for in this contract, no portion of this contract
may be assigned or subcontracted to any other individual, form,or entity without
the express and prior written approval of the Contract Officer.
Should the Contractor wish to subcontract,assign or delegate any or all of its
rights or duties hereunder, it shall tender a detailed written request to the Contract
Officer. Unless the Contractor receives written authorization to subcontract, assign,
or delegate within 30 days, its request shall be deemed to have been denied.
If the County approves subcontracting,the Contractor shall maintain written
procedures related to subcontracting,as well as copies of all subcontracts and
records related to subcontracts.The County, in its sole discretion, in writing may:
(a) require the Contractor to amend its subcontracting procedures as they relate to
this contract; (b) prohibit the Contractor from subcontracting with a particular
person or entity; or (c) require the Contractor to rescind or amend a subcontract.
8. 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.
9. 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.
10. 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.
11. 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.
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Cispus Afterschool Program(contract#C08-0144-21)
12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
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Cispus Afterschool Program(contract#C08-0144-21)
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.
17. Ownership and Use of Items Produced
Material produced in the performance of the work under this contract shall
be "works made for hire" as defined by section 201(b) the U.S. Copyright Act of 1976
and shall be owned by the County.This material includes,but is not limited to,
books, computer programs, plans, specifications, documents, films, pamphlets,
reports, sound reproductions, studies, surveys,tapes,and/or training materials.
County ownership includes the right to copyright, patent, register,and the ability to
transfer these rights.All writings, programs, data, public records or other materials
prepared by the Contractor or any employee, agent or representative of the
Contractor or any subcontractor, in connection with the performance of this
contract shall be for mutual use and shared between the Contractor and the County.
The County agrees that if it uses any materials prepared by the Contractor for
purposes other than those intended by this contract, it does so at its sole risk and it
agrees to hold the Contractor harmless therefore to the extent such use is agreed to
in writing by the Contractor.
A copy of all or a portion of material produced shall be submitted to the
County upon request or at the end of the contract using the hardware, software, or
other method specified by the County at the time of such request.
18. 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.
19. 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.
20. Protection of Personal Information/Notice of Privacy Policies
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
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Cispus Afterschool Program(contract#C08-0144-21)
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.
LCPHSS will provide a copy of its current Notice of Privacy Practices under
the Privacy Rule to Business Associate on request. LCPHSS will also provide any
revised versions of that notice by posting on its website, and will send it on request.
LCPHSS will notify Business Associate of any changes in, or revocation of,the
permission by an Individual to use or disclose his or her PHI,to the extent that such
changes may affect Business Associate's use or Disclosure of PHI. LCPHSS will notify
Business Associate of any restriction on the use or Disclosure of PHI that LCPHSS
has agreed to or is required to abide by under 45 CFR§ 164.522,to the extent that
such restriction may affect Business Associate's use or Disclosure of PHI. Business
Associate will comply with any such restriction.
21. Public Records Law
The Contractor shall assist the County in fulfilling all obligations of the
County under the Washington Public Records Act(chapter 42.56 of the Revised
Code of Washington). In the event that the Contractor fails to fulfill its obligations
pursuant to this section and due in whole or in part to such failure a court of
competent jurisdiction imposes a penalty upon the County for violation of the Public
Records Act, Contractor shall indemnify the County for that penalty, as well as for all
costs and attorney fees incurred by the County in the litigation giving rise to such a
penalty.The obligations created by this section shall survive the termination of this
contract.
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.
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23. 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.
24. Insurance Coverage
The Contractor shall comply with all provisions described in Exhibit C:
Insurance Coverage,attached hereto.
25. 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.
26. 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.
27. Modifications
Either party may request changes in the contract.Any and all agreed
modifications shall be in writing, signed by each of the parties.
28. 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.
Termination of a Subcontract will not be grounds for a fair hearing for the
service applicant or a grievance for the recipient if similar services are immediately
available in the County.
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When terminating the subcontract,the County shall withhold the final
payment of the subcontract until all required Minerva reporting is complete.This
also applies to all subcontractor closures.
29. 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.
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.
30. 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.
31. 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
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Cispus Afterschool Program(contract#C08-0144-21)
Contractor shall suspend performance on the date stated in the written notice to
suspend. During the period of suspension of performance, each party may inform
the other of any conditions that may reasonably affect the potential for resumption
of performance. Notice may be contingent upon the occurrence or non-occurrence
of a future event; e.g. the failure of the State of Washington to pass a budget by a
date specified in the notice.
When the County determines that the funding insufficiency is resolved,the
County may give the Contractor written notice to resume performance and a
proposed date to resume performance. Upon receipt of written notice to resume
performance, the Contractor will give written notice to the County as to whether it
can resume performance, and, if so,the date upon which it agrees to resume
performance. If the Contractor gives notice to the County that it cannot resume
performance,the parties agree that the contract will be terminated retroactive to
the original date of suspension of performance. If the date the Contractor gives
notice it can resume performance is not acceptable to the County,the parties agree
to discuss an alternative acceptable date. If an alternative date is not acceptable to
the County,the 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.
32. 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.
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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.
Upon termination of this agreement for any reason,the Contractor will:
i. Retain only that PHI that is necessary for Business Associate to continue
its proper management and administration or to carry out its legal
responsibilities;
ii. Return to LCPHSS or, if agreed to by LCPHSS,destroy the PHI that the
Business Associate and any subcontractor of Business Associate still has
in any form(for purposes of this subsection 5.3, to destroy PHI is to
render it unusable,unreadable, or indecipherable to the extent necessary to
establish it is not Unsecured PHI, and Business Associate will provide
LCPHSS with appropriate evidence of destruction within ten Business
Days of the destruction);
iii. Continue to use appropriate safeguards and comply with the Security Rule
with respect to electronic PHI to prevent use or Disclosure of the PHI,
other than as provided for in this Agreement, for as long as Business
Associate retains any of the PHI(for purposes of this subsection 5.3, If the
PHI is destroyed it shall be rendered unusable,unreadable or
indecipherable to the extent necessary to establish it is not Unsecured PHI.
Business Associate will provide LCPHSS with appropriate evidence of
destruction);
iv. Not use or disclose any PHI retained by Business Associate other than for
the purposes for which the PHI was retained and subject to the same
conditions that applied before termination;
v. Return to LCPHSS,or, if agreed to by LCPHSS,destroy,the PHI retained
by Business Associate when it is no longer needed by Business Associate
for its proper management and administration or to carry out its legal
responsibilities; and
vi. Business Associate's obligations relating to providing information to the
Secretary and other government survive the termination of this Agreement
for any reason.
33. 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.
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34. 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.
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. Fraud and Abuse Requirements
The Contractor shall report in writing all verified cases of fraud and abuse,
including fraud and abuse by the Contractor's employees and/or subcontractors,
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within five (5) business days,to the Lewis County contact designated on page one of
this Contract.The report shall include the following information:
i. Subject(s) of complaint by name and either provider/subcontractor type
or employee position;
ii. Source of complaint by name and provider/subcontractor type or
employee position;
iii. Nature of compliant;
iv. Estimate of the amount of funds involved; and
v. Legal and administrative disposition of case.
40. Certification Regarding Lobbying
Title 31, United States Code, Section 1352, entitled "Limitation on use of
appropriated funds to influence certain Federal contracting and financial
transactions," generally prohibits recipients of Federal grants and cooperative
agreements from using Federal (appropriated) funds for lobbying the Executive or
Legislative Branches of the Federal Government in connection with a SPECIFIC
grant or cooperative agreement. Section 1352 also requires that each person who
requests or receives a Federal grant or cooperative agreement must disclose
lobbying undertaken with non-Federal (nonappropriated) funds.These
requirements apply to grants and cooperative agreements EXCEEDING $100,000 in
total costs (45 CFR Part 93).
The undersigned (authorized official signing for the contracting
organization) certifies,to the best of his or her knowledge and belief,that:
i. No Federal appropriated funds have been paid or will be paid, by or on
behalf of the undersigned,to any person for influencing or attempting to influence
an officer or employee of any agency,a Member of Congress, an officer or employee
of Congress, or an employee of a Member of Congress in connection with the
awarding of any Federal contract,the making of any Federal grant,the making of
any Federal loan, the entering into of any cooperative agreement, and the extension,
continuation, renewal,amendment, or modification of any Federal contract,grant,
loan, or cooperative agreement.
ii. If any funds other than Federally appropriated funds have been paid or
will be paid to any person for influencing or attempting to influence an officer or
employee of any agency,a Member of Congress, an officer or employee of Congress,
or an employee of a Member of Congress in connection with this Federal contract,
grant, loan, or cooperative agreement, the undersigned shall complete and submit
Standard Form-LLL, "Disclosure of Lobbying Activities," in accordance with its
instructions. (If needed,Standard Form-LLL, "Disclosure of Lobbying Activities," its
instructions, and continuation sheet are included at the end of this application
form.)
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iii.The undersigned shall require that the language of this certification be
included in the award documents for all subcontracts at all tiers (including
subcontracts, subcontracts, and contracts under grants, loans and cooperative
agreements) and that all sub-recipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was
placed when this transaction was made or entered into. Submission of this
certification is a prerequisite for making or entering into this transaction imposed
by Section 1352, U.S. Code.Any person who fails to file the required certification
shall be subject to a civil penalty of not less than $10,000 and not more than
$100,000 for each such failure.
41. Certification Regarding Environmental Tobacco
Public Law 103-227,also known as the Pro-Children Act of 1994 (Act),
requires that smoking not be permitted in any portion of any indoor facility owned
or leased or contracted for by an entity and used routinely or regularly for the
provision of health, day care, early childhood development services, education or
library services to children under the age of 18, if the services are funded by Federal
programs either directly or through State or local governments,by Federal grant,
contract, loan, or loan guarantee.The law also applies to children's services that are
provided in indoor facilities that are constructed, operated, or maintained with such
Federal funds.The law does not apply to children's services provided in private
residence, portions of facilities used for inpatient drug or alcohol treatment, service
providers whose sole source of applicable Federal funds is Medicare or Medicaid, or
facilities where WIC coupons are redeemed.
Failure to comply with the provisions of the law may result in the imposition
of a civil monetary penalty of up to $1,000 for each violation and/or the imposition
of an administrative compliance order on the responsible entity.
By signing the certification,the undersigned certifies that the contracting
organization will comply with the requirements of the Act and will not allow
smoking within any portion of any indoor facility used for the provision of services
for children as defined by the Act.
The contracting organization agrees that it will require that the language of
this certification be included in any subcontracts which contain provisions for
children's services and that all sub-recipients shall certify accordingly.
42. Services and Activities to Racial/Ethnic Minorities
The Contractor shall:
i. Ensure all services and activities provided by the Contractor or
subcontractor under this Contract shall be designed and delivered in a manner
sensitive to the needs of all diverse populations.
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ii. Initiate actions to ensure or improve access, retention,and cultural relevance of
prevention or other appropriate services, for racial/ethnic minorities and other
diverse populations in need of prevention services as identified in their needs
assessment.
iii. Take the initiative to strengthen working relationships with other agencies
serving these populations.The Contractor shall require its subcontractors to adhere
to these requirements.
43. Service Recipient Right to a Grievance
The Contractor shall inform service recipients of their right to a grievance in
the case of denial or termination of service and/or failure to act upon a request for
services with reasonable promptness by making this information publicly available
in hard copy or virtual format.
44. Entire Agreement
This written contract along with attached exhibits and the documents and
terms incorporated herein by section 44 of this contract, represents the entire
agreement between the parties.
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Special Terms and Conditions Business Associate Agreement
This Agreement relates to Contract number between the Business Associate and
LCPHSS unless otherwise agreed. Business Associate is or may be a "Business
Associate" of LCPHSS to the extent they are performing Business Associate functions
and activities on LCPHSS's behalf as defined in the HIPAA Rules. If there is a conflict
between the provisions of this Agreement and provisions of other contracts,this
Agreement controls; otherwise,the provisions in this Agreement do not replace any
provisions of any other contracts. If the other Contract is terminated,this
Agreement nonetheless continues in effect.
DEFINITIONS
Unless otherwise indicated below, for the purposes of this Exhibit,the following
terms have the same meaning as those terms in the HIPAA Rules:
1.1. Breach;
1.2. Business Associate;
1.3. Data Aggregation;
1.4. Designated Record Set;
1.5. Disclosure, Health Care Operations;
1.6. Individual;
1.7. Minimum Necessary;
1.8. Notice of Privacy Practices;
1.9.Secretary,Security Incident;
1.10. Unsecured Protected Health Information (Phi);And
1.11. Use.
"Access Attempts"means the frequent probes, scans, "pings," and other
information system interactions that may or may not indicate threats,whose
sources may be difficult or impossible to identify,and whose motives are unknown,
and which do not result in access or risk to any information system or PHI.
"Clients" or"Individuals" are people who have health or other coverage or benefits
from or through LCPHSS.They include Medicaid Clients, Public Employees Benefits
Board subscribers and enrollees,and others.
"Contract" or"Underlying Contract" means all agreements between Business
Associate and LCPHSS under which Business Associate is a"Business Associate" as
defined in the
Security or Privacy Rules. The terms apply whether there is one such agreement or
more than one, and if there is more than one the terms include them all even though
a singular form is used except as otherwise specified.The terms include agreements
now in effect and agreements that become effective after the effective date of this
Agreement.
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"Fiscal/Program Requirements" means the supplementary instructions and fiscal
policy standards for reimbursable costs otherwise known as the billing guide for
Substance Use
Disorder prevention and mental health promotion and is located at:
https://www.theathenaforum.org/billing
"Health Insurance Portability and Accountability Act" or"HIPAA" means the
Health
Insurance Portability and Accountability Act of 1996, Pub. L. 104-191,as modified
by the
American Recovery and Reinvestment Act of 2009 ("ARRA"), Sec. 13400 - 13424,
H.R. 1
(2009) (HITECH Act).
"HIPAA Rules" means the Privacy, Security, Breach Notification, and Enforcement
Rules at
45 CFR Part 160 and Part 164, as now in effect and as modified from time to time.
Additional detail can be found in part 164 of title 45 CFR for the following:
• "Security Rule" is subpart C (beginning with §164.302);
• "Breach Notification Rule" is subpart D (beginning with§ 164.400); and
• "Privacy Rule" is subpart E (beginning with§ 164.500).
"Protected Health Information" or"PHI" has the same meaning as in the HIPAA
Rules except that in this Agreement the term includes only information created by
Business
Associate or any of its contractors, or received from or on behalf of LCPHSS, and
relating to
Clients.
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.
OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
S-1.1. Limits
Business Associate will not use or disclose PHI other than as permitted or
required by the Contract or this Agreement or as required by law. Except as
otherwise limited in this Agreement, Business Associate may use or disclose
PHI on behalf of,or as necessary for purposes of the Underlying Contract, if
such use or Disclosure of PHI would not violate the Privacy Rule if done by a
Covered Entity and is the Minimum Necessary.
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S-1.2. Safeguards
Business Associate will use appropriate safeguards, and will comply with the
Security Rule with respect to electronic PHI, to prevent Use or Disclosure of
PHI other than as provided for by the Contract or this Agreement. Business
Associate will store and transfer PHI in encrypted form.
S-1.3. Reporting Security Incidents
S-1.3.1. Business Associate will report Security Incidents that materially
interfere with an information system used in connection with PHI. Business
Associate will report those Security Incidents to LCPHSS within five (5)
Business Days of their discovery by Business Associate. If such an incident is
also a Breach or may be a Breach, subsection S-1.4,Breach Notification
applies instead of this provision.
S-1.3.2.Access Attempts shall be recorded in Business Associate's system
logs.Access Attempts are not categorically considered unauthorized Use or
Disclosure, but Access Attempts do fall under the definition of Security
Incident and Business Associate is required to report them to LCPHSS.Since
Business Associate's reporting and LCPHSS's review of all records of Access
Attempts would be materially burdensome to both parties without
necessarily reducing risks to information systems or PHI, the parties agree
that Business Associate will review logs and other records of Access
Attempts,will investigate events where it is not clear whether or not an
apparent Access Attempt was successful,and determine whether an Access
Attempt:
S-1.3.2.1.Was in fact a"successful" unauthorized Access to, or
unauthorized Use, Disclosure, modification,or destruction of PHI
subject to this Agreement; or
S-1.3.2.2. Resulted in material interference with Business Associate's
information system used with respect to PHI subject to this
Agreement; or
S-1.3.2.3. Caused an unauthorized Use or Disclosure.
S-1.3.3. Subject to Business Associate's performance as described in
subsection S-1.3.2., this provision shall serve as Business Associate's notice
to LCPHSS that Access Attempts will occur and are anticipated to continue
occurring with respect to Business Associate's information systems. LCPHSS
acknowledges this notification, and Business Associate is not required to
provide further notification of Access Attempts unless they are successful as
described in Section S-1.3.2.above,in which case Business Associate will
report them in accordance with subsection S-1.3.1 or Section S-1.4,Breach
Notification.
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S-1.4. Breach Notification
S-1.4.1. "Breach" is defined in the Breach Notification Rule.The time when a
Breach is considered to have been discovered is explained in that Rule.
LCPHSS, or its designee, is responsible for determining whether an
unauthorized Use or Disclosure constitutes a Breach under the Breach
Notification Rule, RCW 42.56.590 or RCW 19.255.010, or other law or rule,
and for any notification under the Breach Notification Rule, RCW 42.56.590
or RCW 19.255.010, or other law or rule.
S-1.4.2. Business Associate will notify LCPHSS of any unauthorized use or
Disclosure and any other possible Breach within five Business Days of
discovery. If Business Associate does not have full details at that time, it will
report what information it has,and provide full details within fifteen (15)
Business Days after discovery.The initial report may be oral. Business
Associate will give a written report to LCPHSS,however, as soon as possible.
To the extent possible,these reports must include the following:
S-1.4.2.1.The identification of each Individual who's PHI has been or may
have been accessed, acquired, or disclosed;
S-1.4.2.2.The nature of the unauthorized Use or Disclosure, including a brief
description of what happened,the date of the event(s),and the date of
discovery;
S-1.4.2.3.A description of the types of PHI involved;
S-1.4.2.4.The investigative and remedial actions the Business Associate or its
subcontractor took or will take to prevent and mitigate harmful effects, and
protect against recurrence;
S-1.4.2.5.Any details necessary for a determination of the potential harm to
Individuals whose PHI is believed to have been Used or Disclosed and the
steps such Individuals should take to protect themselves; and
S-1.4.2.6. Such other information as LCPHSS may reasonably request.
S-1.4.3. If Business Associate determines that it has or may have an
independent notification obligation under any state breach notification laws,
Business Associate will promptly notify LCPHSS. In any event, Business
Associate will notify LCPHSS of its intent to give any notification under a
state Breach Notification law no fewer than ten (10) Business Days before
giving such notification.
S-1.4.4. If Business Associate or any subcontractor or agent of Business
Associate actually makes or causes, or fails to prevent, a use or Disclosure
constituting a Breach within the meaning of the Breach Notification Rule,and
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if notification of that use or Disclosure must (in the judgment of LCPHSS) be
made under the Breach Notification Rule, or RCW 42.56.590 or RCW
19.255.010, or other law or rule,then:
S-1.4.4.1. LCPHSS may choose to make any notifications to the Individuals,to
the Secretary, and to the media,or direct Business Associate to make them or
any of them.
S-1.4.4.2. In any case, Business Associate will pay the reasonable costs of
notification to Individuals, media, and governmental agencies and of other
actions LCPHSS reasonably considers appropriate to protect Clients (such as
paying for regular credit watches in some cases), and
S-1.4.4.3. Business Associate will compensate LCPHSS Clients for harms
caused to them by the Breach or possible Breach described above.
S-1.4.5. Business Associate's obligations regarding Breach notification
survive the termination of this Agreement and continue for as long as
Business Associate maintains the PHI and for any Breach or possible Breach
at any time.
S-1.5. Access
Business Associate will make available PHI in a Designated Record Set to
LCPHSS as necessary to satisfy LCPHSS's obligations under 45 CFR§ 164.524.
Business Associate will give the information to LCPHSS within five Business
Days of the request from the Individual or LCPHSS,whichever is earlier. If
LCPHSS requests, Business Associate will make that information available
directly to the Individual. If Business Associate receives a request for access
directly from the Individual, Business Associate will inform LCPHSS of the
request within three Business Days, and if requested by LCPHSS it will
provide the access in accordance with the HIPAA Rules.
S-1.6. Amending PHI
Business Associate will make any amendments to PHI in a Designated Record
Set as directed or agreed to by the LCPHSS pursuant to 45 CFR§ 164.526, or
take other measures requested by LCPHSS to satisfy LCPHSS's obligations
under that provision. If Business Associate receives a request for amendment
directly from an Individual, Business Associate will both acknowledge it and
inform LCPHSS within three (3) Business Days,and if LCPHSS so requests act
on it within ten Business Days and inform LCPHSS of its actions.
S-1.7. Accounting
Business Associate will maintain and make available to LCPHSS the
information required to provide an accounting of Disclosures as necessary to
satisfy LCPHSS's obligations under 45 CFR§ 164.528. If Business Associate
receives an Individual's request for an accounting, it will either provide the
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accounting as required by the Privacy Rule or, at its option,pass the request
on to LCPHSS within ten (10) Business Days after receiving it.
S-1.8. Obligations
To the extent the Business Associate is to carry out one or more of LCPHSS's
obligations under the Privacy Rule, it will comply with the requirements of
that rule that apply to LCPHSS in the performance of such obligations.
S-1.9. Books, Etc.
Business Associate will make its internal practices,books,and records
available to the Secretary for purposes of determining compliance with the
HIPAA Rules.
S-1.10. Mitigation
Business Associate will mitigate,to the extent practicable, any harmful effect
of a use or Disclosure of PHI by Business Associate or any of its agents or
subcontractors in violation of the requirements of any of the HIPAA Rules,
this Agreement, or the Contract.
S-1.11. Indemnification
To the fullest extent permitted by law, Business Associate will indemnify,
defend, and hold harmless the State of Washington, LCPHSS, and all officials,
agents, and employees of the State from and against all claims of any kind
arising out of or resulting from the performance of this Agreement, including
Breach or violation of HIPAA Rules.
S-2. Written Policies and Procedures
PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
S-2.1. Limited Use and Disclosure
Except as provided in this Section 3, Business Associate may use or disclose
PHI only as necessary to perform the services set forth in the Contract.
S-2.2. General Limitation
Business Associate will not use or disclose PHI in a manner that would
violate the Privacy Rule if done by LCPHSS.
S-2.3. Required by Law
Business Associate may use or disclose PHI as required by law.
S-2.4. De-Identifying
Business Associate may de-identified PHI in accordance with 45 CFR§
164.514(a)-(c).
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S-2.5. Minimum Necessary
Business Associate will make uses and Disclosures of only the Minimum
Necessary PHI, and will request only the Minimum Necessary PHI.
S-2.6. Disclosure for Management and Administration of Business Associate
S-2.6.1. Subject to subsection S-2.6.2, Business Associate may disclose PHI for
the proper management and administration of Business Associate or to carry
out the legal responsibilities of the Business Associate.
S-2.6.2.The Disclosures mentioned in subsection 3.6.1 above are permitted
only if either:
S-2.6.2.1. The Disclosures are required by law, or
S-2.6.2.2. Business Associate obtains reasonable assurances from the
person to whom the information is disclosed that the information will
remain confidential and used or further disclosed only as required by
law or for the purposes for which it was disclosed to the person, and
that the person will notify Business Associate of any instances of
which it is aware in which the confidentiality of the information has
been Breached.
S-2.7. Aggregation
Business Associate may use PHI to provide Data Aggregation services relating
to the Health Care Operations of the LCPHSS,if those services are part of the
Contract.
S-3. Acknowledgement of Federal Funds—Prevention
The Contractor shall acknowledge all Prevention federal funds received
through this contract and shall comply with all applicable regulations.The
Contractor agrees that any publication written,visual, or sound, including
press releases, newsletters,and issue and analyses issued by the Contractor
describing programs or projects funded under this contract, shall contain the
following acknowledgement: Funding by Washington State Healthcare
Authority(HCA) or HCA logo.All funds are provided by the Division of
Behavioral Health and Recovery, now a part of the Washington Healthcare
Authority.
S-4. Unallowable Costs
The following costs are unallowable,whether incurred directly by the
contractor or any cost related subcontractor:
S-4.1. Incentive items that can be used toward the purchase of alcohol or
tobacco.
S-4.2. Bad debts: Any losses arising from uncollectible accounts and other
claims and related costs are unallowable. In double entry accounting systems,
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write-offs of client fees deemed uncollectible shall be treated as adjustments
to revenue.
S-4.3. Chief executive: The salaries and expenses of the chief executive of a
political subdivision are unallowable.
S-4.4. Contingencies: Contributions to a contingency reserve or any similar
provision for unforeseen events.
S-4.5. Contributions and donations: Costs of a contractor or subcontractor in
the form of contributions and donations to other organizations, including
costs of donated services and property,are unallowable.
S-4.6. Depreciation of state financed property: Costs of depreciation of
departmental property are unallowable.
S-4.7. Entertainment: Costs of amusements, social activities, sporting events,
and incidental costs relating thereto such as meals, beverages, lodging,
rentals,transportation,and gratuities are unallowable, except for costs of
entertainment specifically for departmental clients and necessary expenses of
staff who supervise departmental clients on contractor or subcontractor
sponsored activities.
S-4.8. Fines and penalties: Costs resulting from violations of or failure to
comply with federal,state, and local laws and regulations are unallowable.
S-4.9. First class air accommodations: The difference in cost between first
class air accommodations and less than-first class air accommodations is
unallowable, except when less-than-first class air accommodations are not
reasonably available.
S-4.10. Fund raising: Costs of organized fund raising are unallowable.
S-4.11. Legal fees to bring suit against federal or state government: The cost of
legal expenses for the prosecution or defense of claims by or against the
federal or state government is unallowable.
S-4.12. Legislative expenses: The salaries and other expenses of county
councilmen or councilwomen, supervisors, commissioners, etc.,whether
incurred for the purposes of the legislation or executive direction,are
unallowable.
S-4.13. Lobbying expenses: The cost of attempting to influence legislation
pending before any federal or state legislative body is unallowable except as
provided for in RCW 42.17.190.
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S-4.14. Losses: Costs of actual losses which could have been covered either by
insurance or by contributions to a self-insurance reserve are unallowable,
except for losses not covered under nominal deductible insurance coverage
and minor losses not covered by insurance which occur in the ordinary course
of operations, such as spoilage and breakage.
S-4.15. Memberships:
S-4.15.1. Costs of the non-Federal entity's membership in business,
technical, and professional organizations are allowable.
S-4.15.2. Costs of the non-Federal entity's subscriptions to business,
professional, and technical periodicals are allowable.
S-4.15.3. Costs of membership in any civic or community organization
are allowable with prior approval by the Federal awarding agency or
pass-through entity.
S-4.15.4. Costs of membership in any country club or social or dining
club or organization are unallowable.
S-4.15.5. Costs of membership in organizations whose primary
purpose is lobbying are unallowable. See also § 200.450 Lobbying.
S-4.16. Under-recovery of costs in other contract agreements:Any costs
incurred in excess of the federal and state contribution under any other
contract agreement is unallowable.
S-4.17. Costs of hospital inpatient services;
S-4.18. Cash payments to departmental clients;
S-4.19. Cost of purchase or permanent improvement of land or facilities, other
than minor remodeling;
S-4.20. Cost of purchase of major medical equipment,with an acquisition cost
in excess of$5,000;
S-4.21. Costs used as cost-sharing or matching for other federal funds
requiring nonfederal matching funds;
S-4.22. Costs of financial assistance to any entity which is not either public or
nonprofit;
S-4.23. Costs that in effect supplant or otherwise reduce the amount of state
or local funds that would have been used for alcoholism,drug abuse or mental
health programs in the absence of federal block grant funding. For the
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Cispus Afterschool Program(contract#C08-0144-21)
purposes of this section, supplantation shall be deemed to occur if the amount
of state or local funds used is less than the amount expended during federal
fiscal year ending September 30, 1981.
S-4.24. Carry out any program of distributing sterile needles for the
hypodermic injection of any illegal drug or distributing bleach for the purpose
of cleansing needles for such hypodermic injection.
S-4.25. Carry out any testing for the etiologic agent for acquired immune
deficiency syndrome (AIDS), unless such testing is accompanied by
appropriate pre-test counseling and appropriate post-test counseling.
S-4.26. EXCESS SALARY: By law, none of the funds awarded can be used to pay
salary of an individual at a rate in excess of the Executive Level I,which is
$181,100 annually.
S-4.27.Youth tobacco enforcement.
S-4.28.The use of federal funds to influence or attempt to influence the award
of, or amendment to,any federal contract,grant,loan, or cooperative
agreement is prohibited.
S-4.28.1. The use of funds other than federal funds for such purposes
shall require the contractor to submit all required federal and state
forms disclosing such lobbying activity.
S-4.28.1. The contractor must include this language in any contracts
resulting from this agreement and that all subrecipients understand
and agree to these terms.
S-5. Allowable Costs
Meals and light refreshments may be purchased for parenting programs if the
curriculum includes a family meal. Light refreshments may be purchased for
classes/training lasting more than 2 hours with Mental Health Promotion
Projects and Suicide Prevention Projects (MHPP) and Dedicated Marijuana
Account (DMA) funds not to exceed $3.00 per person.
S-6. Data Entry
Data and information must be reported into the DBHR Minerva data entry
system by the 10th of each month.This data will include any costs, community
outreach,volunteer training, QPR training, community awareness campaign,
afterschool session information and survey required in action plan.The
county may provide support and serve as a monitor of this,but the contractor
is primarily responsible.
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Cispus Afterschool Program(contract#C08-0144-21)
S-7. On Site Monitoring
The county will conduct at least one on-site visit, annually,to the contractor
site to monitor fiscal and programmatic compliance.The contractor will
submit written documentation of the site visit to the Contract Manager or
designee.
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Cispus Afterschool Program(contract#C08-0144-21)
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 term of this contract shall commence on July 1. 2021 and terminate on lune 30,
2023.
The Contractor shall administer funds awarded hereunder,to support a variety of
activities, including operations of time-limited housing units, rental assistance,and
data collection and reporting, coordinated assessments, legislatively established
priorities, and requirements for local homeless plan. Activities shall include,but not
be limited to,the following:
Deliverables/Outcomes
Deliverable=
Task Task/Activity/Description product/document
Number Service,project,product Outcome=service Reporting Due Date
provided,project Requirement
completion report
1 Program Development Hire as needed and • Enter all tasks 10th of
maintain employment of related to the each
an afterschool program activity in month.
coordinator who will plan Minerva reporting June 30,
and implement the system. 2023.
afterschool program in
Morton and White Pass
communities.Purchase
supplies for program,
projects,campaigns,
training,and advertising.
2 Enrollment Create enrollment form List outreach 10th of
and advertise to Morton activity content, each
and White Pass method(s)of month
communities for delivery,and dates June 30,
afterschool program. conducted in the 2023
Minerva reporting
system.Upload
samples of printed
outreach materials
if used.
3 Community Awareness Use the"Tools to Thrive" • Enter all relevant 10th of
Campaign campaign(for 2022 data into Minerva each
&2023)to launch a social where required by month
media campaign and tile system, June 30,
boost the campaign in the including post 2023
local community zip survey data.
codes.Community
Awareness campaign to
be completed one each
fiscal year.
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Cispus Afterschool Program(contract#CO8-0144-21)
4 Youth Mental Health Coordinate YMHFA • Enter all relevant 10th of
First Aid(YMHFA) training once per fiscal data into Minerva each
year for each year.Max where required by month
attendance 25-30 people. the system, June 30,
Complete 8 total hours(1 including post 2023
session 8hrs or 2 4 hr survey data.
sessions)of YMHFA
5 Implement Afterschool Implement the • Enter all relevant 10th of
Program afterschool program with data into Minerva each
85%Positive Action where required by month
(with fidelity),STEM,and the system, June 30,
4-H curriculums including post 2023
(virtually during COVID- survey data.
19 restrictions)in person
one day per week in
Morton and one day per
week in White Pass.
6 Expenditure Reports Provide fiscal tracking Year-end June 30,
and invoicing for services expenditure 2022 for
provided under this reports shall year 1
contract. include: and June
• Itemized 30,2023
compilation of all for year
Contractor 2.
invoices
submitted to the
County
• Itemized
compilation of all
funds received by
the Contractor
from the County
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Cispus Afterschool Program(contract#C08-0144-21)
Exhibit B: Budget, Invoicing, and Contractor Payment
The County shall pay an amount not to exceed $38,400 per fiscal year 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
MHPP Funding for Afterschool Year 1 until Year 2 until
Program 6/30/2022 6/30/2023
Admin Fees MHPP $800.00 $800.00
Mileage MHPP $250.00 $250.00
Hotel MHPP $150.00 $150.00
Per Diem MHPP $40.00 $40.00
Registration Fees MHPP $150.00 $150.00
Positive Action Salary MHPP White Pass $6355.00 $6355.00
Positive Action Salary MHPP Morton $6355.00 $6355.00
Positive Action Travel MHPP White Pass $150.00 $150.00
Positive Action Travel MHPP Morton $150.00 $150.00
Positive Action Program Supplies MHPP $1000.00 $1000.00
White Pass
Positive Action Program Supplies MHPP $1000.00 $1000.00
Morton
Positive Action Program Printing MHPP $0 $0
White Pass
Positive Action Program Printing MHPP $0 $0
Morton
Community Awareness Program $400.00 $400.00
Printing MHPP Morton and White Pass
Youth Mental Health First Aid MHPP $2400.00 $2400.00
Morton and White Pass
Sub total $19,200.00 $19,200.00
DMA Funding for Afterschool Year 1 until Year 2 until
Program 6/30/2020 6/30/2021
Admin Fees DMA $800.00 $800.00
Mileage DMA $250.00 $250.00
Hotel DMA $150.00 $150.00
Per Diem DMA $40.00 $40.00
Registration Fees DMA $150.00 $150.00
Positive Action Salary DMA White Pass $6355.00 $6355.00
Positive Action Salary DMA Morton $6335.00 $6335.00
Positive Action Travel DMA White Pass $650.00 $650.00
Positive Action Travel DMA Morton $650.00 $650.00
Positive Action Program Supplies DMA $1900.00 $1900.00
White Pass
Positive Action Program Supplies DMA $1920.00 $1920.00
Morton
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Cispus Afterschool Program(contract#C08-0144-21)
Positive Action Program Printing DMA $0 $0
White Pass
Positive Action Program Printing DMA $0 $0
Morton
Sub total $19,200.00 $19,200.00
TOTAL of MHPP and DMA $38,400.00 $38,400.00
TWO YEAR CONTRACT TOTAL of $76,800.00
MHPP and DMA
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.
5. Duplicate Payment
The Contractor certifies that work to be performed under this contract does
not duplicate any work to be charged against any other contract, subcontract or
other source.
6. Audit
i. General Requirements:
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Cispus Afterschool Program(contract#C08-0144-21)
The Contractor is to procure audit services based on the following
guidelines:
a. The Contractor shall maintain its records and accounts so as to
facilitate the audit requirement and shall ensure that any subcontractor
also maintains auditable records.
b. The Contractor is responsible for any audit exceptions incurred by its
own organization or that of its subcontractor.The County reserves the
right to recover from the Contractor all disallowed costs resulting from
the audit.
c. As applicable,the Contractor shall be required to have an audit and
must ensure all audits are performed in accordance with Generally
Accepted Auditing Standards (GAAS); including, but not limited to,the
Government Auditing Standards (the Revised Yellow Book) developed
by the Comptroller General.
d. Responses to any unresolved management findings and disallowed or
questioned costs shall be included with the audit report. The Contractor
must respond to County requests for information or corrective action
concerning audit issues within thirty(30) days of the date of request
ii. State Fund Requirements:
Contractors expending$100,000 or more in total state funds in a fiscal
year must have a financial audit as defined by Government Auditing
Standards (The Revised Yellow Book) and according to Generally Accepted
Auditing Standards (GAAS). The Schedule of State Financial Assistance must
be included.The schedule includes:
a. Contractor agency name
b. State program name
c. BARS account number
d. County
e. County Contract number
f. Contract award amount including amendments (total Contract award)
g. Current year expenditures
iii.If the Contractor is a state or local government entity,the Office of the State
Auditor shall conduct the audit.Audits of non-profit organizations are to be
conducted by a certified public accountant selected by the Contractor.
iv.The Contractor shall include the above audit requirements in any
subcontracts.
v. In all cases,the Contractor's financial records must be available for review by
County.
vi: Audit requirements -OMB 2 CFR, Part 200, Subpart F (A-133) for federal
funds
7. 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
36
Cispus Afterschool Program(contract#C08-0144-21)
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.
8. 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.
Exhibit C: Insurance Coverage
The following sections represent typical elements that may vary from one
contract to the next. Use this Exhibit to incorporate insurance coverage requirements
not already included in the General Terms and Conditions. Only use what is needed,
delete the remaining sections. If no Insurance Coverages are needed, delete this entire
section.
The Contractor shall provide insurance coverage as set out in this Exhibit to protect
the County should there be any claims, suits, actions, costs, damages or expenses
arising from any loss, or negligent or intentional act or omission of the Contractor or
subcontractor, or agents of either, including employees and volunteers,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:
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Cispus Afterschool Program(contract#C08-0144-21)
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 and no less than $2,000,000 general aggregate.The policy shall include
liability arising out of premises, operations, independent contractors,products-
completed operations,personal injury, advertising injury,and liability assumed
under an insured contract.Additionally,the Contractor is responsible for ensuring
that any subcontractors provide adequate insurance coverage for the activities
arising out of subcontracts.
2. Professional Liability Insurance
Provide a Professional Liability or Errors &Omissions Insurance Policy.The
minimum limit is $1,000,000 per occurrence and $2,000,000 aggregate.
3. 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. In addition, the Contractor shall ensure that all employees and
volunteers who use vehicles to transport clients or deliver services have personal
automobile insurance and current driver's licenses.
4. 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.
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.
5. 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
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Cispus Afterschool Program(contract#CO8-0144-21)
materials produced by the Contractor or any subcontractors in the performance of
the work under this contract.
6. 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.
7. 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.
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Cispus Afterschool Program(contract#C08-0144-21)
Exhibit D: SAMHSA Award Terms
I. This grant is subject to the terms and conditions, included directly, or incorporated
by reference on the Notice of Award(NoA).
II. Grant funds cannot be used to supplant current funding of existing activities.
III. By law,none of the funds awarded can be used to pay the salary of an individual at a
rate in excess of the Executive Level 1, which is$199,700 annually.
IV. Awardees and sub-recipients must maintain records which adequately identify the
source and application of funds provided for financially assisted activities. These
records must contain information pertaining to grant or sub-grant awards and
authorizations, obligations,unobligated balances, assets, liabilities,outlays or
expenditures, and income. SAMHSA or its designee may conduct a financial
compliance audit and onsite program review of grants with significant amounts of
Federal funding.
V. Per 45 Code of Federal Regulations (CFR) 74.36 and 45 CFR 92.34 and the US
Department of Health and Human Services Grants Policy Statement, any
copyrighted or copyrightable works developed under this cooperative
agreement/grant shall be subject to royalty-free,nonexclusive and irrevocable
license to the government to reproduce,publish, or otherwise use them and to
authorize others to do so for General Government purposes. Income earned from any
copyrightable work developed under this grant must be used as program income.
VI. Program income accrued under this award must be used in accordance with the
additional costs alternative described in 45 CFR 74.24(b)(1) or 45 CFR 92.25(g)(2)
as applicable. Program income must be used to further the grant objectives and shall
only be used for allowable costs as set forth in the applicable Office of Management
and Budget circulars A-102 and A-110.
VII. No part of an appropriation contained in this Act shall be used, other than for normal
and recognized executive-legislative relationships, for publicity or propaganda
purposes, for the preparation, distribution, or use of any kit,pamphlet,booklet,
publication,radio, television, or video presentation designed to support or defeat
legislation pending before the Congress, except in presentation to the Congress itself
or any State legislature.
VIII. No part of any appropriation contained in this Act shall be used to pay the salary
or expenses of any grant or contract recipient, or agency acting for such recipient,
related to any activity designed to influence legislation or appropriations pending
before the Congress or any State legislature.
IX. Where a conference is funded by a grant or cooperative agreement the recipient must
include the following statement on all conference materials (including promotional
materials, agenda, and internet sites): "Funding for this conference was made
possible (in part)by Grants, and from SAMHSA. The views expressed in written
conference materials or publications and by speakers and moderators do not
necessarily reflect the official policies of the Department of Health and Human
Services;nor does mention of trade names, commercial practices, or organizations
imply endorsement by the U.S. Government."
X. If federal funds are used by the Contractor to attend a meeting, conference, etc. and
meal(s) are provided as part of the program, then the per diem applied to the Federal
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Cispus Afterschool Program(contract#C08-0144-21)
travel costs(Meal and Incidental Expenses allowance)must be reduced by the
allotted meal cost(s).
XI. Marijuana Attestation.The primary award recipient and all sub-recipients
(contractor& sub-awardee)will not use funds, directly or indirectly,to purchase,
prescribe, or provide marijuana or treatment using marijuana. Treatment in this
context includes the treatment of opioid use disorder. Grant funds also will not be
provided to any individual who or organization that provides or permits marijuana
use for the purposes of treating substance use or mental disorders(45 CFR. §
75.300(a); 21 United States Code §§ 812(c) (10)and 8410). This prohibition does
not apply to those providing such treatment in the context of clinical research
permitted by the Drug Enforcement Administration and under a US Food and Drug
Administration-approved investigational new drug application where the article
being evaluated is marijuana or a constituent thereof that is otherwise a banned
controlled substance under federal law.
XII. SABG Block Grant Attestation: SABG Block grant funds will not be used to
supplant State funding of alcohol and other drug prevention and treatment programs.
(45 CFR section 96.123(a)(10)).
41
BOCC AGENDA ITEM SUMMARY
Resolution: BOCC Meeting Date: Sept. 28, 2021
Suggested Wording for Agenda Item: Agenda Type: Deliberation
Approve an Agreement between Cispus Learning Center and Lewis County for an Afterschool
Program in Morton and White Pass District Areas
Contact: Tailor Arrington Phone: (360) 740-1224
Department: PHSS - Public Health & Social Services
Description:
Approve an agreement between Cispus Learning Center and Lewis County for an afterschool
program in Morton and White Pass district areas. This program will include community awareness
events and training. The afterschool program will have curriculum in Positive Action, STEM, and 4-H
for up to 40 (20 in each district) elementary age students. This program works in conjunction with
the Community Prevention Wellness Initiative Morton Up! Coalition.
Approvals: Publication Requirements:
Publications:
User Status
Erik Martin Pending
J.P. Anderson Pending
PA's Office Pending
Tammy Martin Pending
Additional Copies: Cover Letter To:
Tailor Arrington, Darci Southgate, Jill Nielson, Cispus Learning Center
Bryan Hall, Grace Jimenez, Michelle Sauter, 2142 Cispus Rd.
Sherri Dokken, Kendra Garrison Randle, WA 98377