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HomeMy WebLinkAbout050211_ca04 ___ Consent Agenda i~9~-i'o' I~~rl JEFFERSON COUNTY PUBLIC HEALTH ..!ii;~o" 615 Sheridan Street. Port Townsend . Washington . 98368 ","_0- www.jeffersoncountypubnchealth.org April 18, 2011 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Philip Morley, County Administrator FROM: DATE: SUBJECT: Jean Baldwin, Director f'r1Po'l d., ;;:)..0/1 Agenda Item - Agency Agreement with DSHS - General Terms and Conditions; July 1, 2011 - June 30, 2017; -$0- STATEMENT OF ISSUE: Jefferson County Public Health Is requesting Board approval of the Agency Agreement with DSHS - General Terms and Conditions; July 1, 2011- June 30, 2017; -$0- ANAL YSIS/STRATEGIC GOALS/PRO'S and CON'S: ThIs Is a 6-year agreement with DSHS that covers all contracts for DSHS program services under county governance. This contract replaces the existing General Terms and Agreement due to expIre on June 30, 2011. After county legal review and comments and county and agency negotiations DSHS Central Contract Services has written the new County Agreement for General Terms and Conditions wIth compromise language changes. FISCAL IMPACT ICOST BENEFIT ANALYSIS: There Is no fiscal Impact to the department RECOMMENDATION: JCH&HS management request approval of the Agency Agreement with DSHS- General Terms and Conditions; July 1, 2011 - June 30, 2017; -$0- ~;:4 Date COMMUNITY HEALTH DEVELOPMENTAL DISABILITIES MAIN: (360) 385-9400 FAX: (360) 385-9401 PUBLIC HEALTH ALWAYS WORNING FOR A SAFER AND HWTHIER COMMUNDY ENVIRONMENTAL HEALTH WATER QUALITY MAIN: (360) 385-9444 FAX: (360) 379-4487 DSHS Contract Number Wash;n~ton State DEPARTMENT OF SCX:IAL & HEALTH SERVICES DSHS and COUNTY AGREEMENT ON 1183-25375 GENERAL TERMS AND CONDITIONS These General Terms and Conditions are between the State of Washington County Contract Number Department of Social and Health Services (DSHS) and the County identified below. These General Terms and Conditions govern work to be pertormed under any Program Agreement between the parties_ These General Terms and Conditions supercede and replace any previously executed General Terms and Conditions as of the start date below. TERM OF AGREEMENT: The term of this Agreement on General Terms and Conditions shall start and end on the following dates, unless terminated sooner as provided herein. START DATE: Jul 1, 2011 COUNTY NAME Jefferson Count COUNTY ADDRESS 615 Sheridan St END DATE: June 30, 2017 DSHS INDEX NUMBER 1223 Port Townsend WA 98368~ COUNTY TELEPHONE 360 385-9180 Ext: DSHS CENTRAL CONTRACT SERVICES ADDRESS Central Contract Services P.O. Box 45811 01 mia, WA 98504~5811 By their signatures below, the parties agree to this Agreement on General Terms and Conditions. COUNTY SIGNATURE(S) DA TE(S) PRINTED NAME(S) AND TITLE(S) TELEPHONE NUMBER (INCLUDE AREA CODE) L FORMTEXT DSHS SIGNATURE DATE PRINTED NAME AND TITLE TELEPHONE NUMBER (INCLUDE AREA CODE) " A/VJ, - t. . ~r t r L.--\~'L. --,'L.- /- (J L//1v'<l- ... 4/12/11 Monika Vasil Contracts Administrator (360) 664-6071 cI) DSHS Central Contract Services 6016CF DSHS and County Agreement on General Terms and Conditions (4-6-11) Page 1 1. Definitions. The words and phrases listed below, as used in the Agreement, shall each have the following definitions: a. "Agreement" means this DSHS and County Agreement on General Terms and Conditions and any exhibits and other documents attached or incorporated by reference. b. "Central Contract Services" means the DSHS statewide agency headquarters contracting office, or successor section or office. c, "CFR" means the Code of Federal Regulations. All references in this Agreement and any Program Agreement to CFR chapters or sections shall include any successor, amended, or replacement regulation. The CFR may be accessed at http://www.QPoaccess.oov/cfrJindex.html d. "Confidential Information" means information that is exempt from disclosure to the public or other unauthorized persons under Chapter 42.56RCW or other federal or state laws. Confidential Information includes, but is not limited to, Personal Information. e. "Contracts Administrator" means the manager, or successor, of Central Contract Services or its successor section or office. f. "County" means the political subdivision of the State of Washington named above performing services pursuant to this Agreement and any Program Agreement. g. "Debarment" means an action taken by a federal official to exclude a person or business entity from participating in transactions involving certain federal funds. h. "DSHS" or "the department" or "the Department" means the Department of Social and Health Services of the State of Washington. i. "DSHS Representative" means any DSHS employee who has been delegated contract-signing authority by the DSHS Secretary or his/her designee. 1- "General Terms and Conditions" means the contractual provisions contained within this Agreement, which govern the contractual relationship between DSHS and the County, under the Program Agreements subsidiary to and incorporating therein by reference this Agreement. k. "Personal Information" means information identifiable to any person, including, but not limited to, information that relates to a person's name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers. I. "Program Agreement" or "County Program Agreement" means a written agreement between DSHS and the County containing special terms and conditions, including a statement of work to be performed by the County and payment to be made by DSHS. DSHS Central Contract Services 6016CF DSHS and County Agreement on General Terms and Conditions (4-6-11) Page 2 m. "RCW" means the Revised Code of Washington. All references in this Agreement and any Program Agreement to RCW chapters or sections shall include any successor, amended, or replacement statute. The RCW may be accessed at htto:/Iaoos.leQ. wa. gov/rcw/. n. "Secretary" means the individual appointed by the Governor, State of Washington, as the head of DSHS, or his/her designee. o. "Subcontract" means a separate contract between the County and an individual or entity rSubcontractor") to perform all or a portion of the duties and obligations that the County shall perform pursuant to any Program Agreement. p. "USC" means the United States Code. All references in this Agreement and any Program Agreement to USC chapters or sections shall include any successor, amended, or replacement statute. The USC may be accessed at htto :/Ivmw. Q poaccess. oov/uscode/. q. "WAC" means the Washington Administrative Code. All references in this Agreement and any Program Agreement to WAC chapters or sections shall include any successor, amended, or replacement regulation. The WAC may be accessed at http://apps.leg . wa: govlwac/. 2. Amendment. This Agreement, or any term or condition thereof, may be modified only by a written amendment signed by both parties. Only personnel authorized to bind each of the parties shall sign an amendment. 3. Assignment. Except as otherwise provided herein in Section 21, the County shall not assign rights or obligations derived from this Agreement or any Program Agreement to a third party without the prior, written consent of the DSHS Contracts Administrator and the written assumption of the County's obligations by the third party. 4. Billing Limitations. Unless otherwise specified in a Program Agreement, DSHS shall not pay any claims for services submitted more than twelve (12) months after the calendar month in which the services were performed. 5. Compliance with Applicable Law. At all times during the term of this Agreement and any Program Agreement, the County and DSHS shall comply with all applicable federal, state, and local laws, regulations, and rules, including but not limited to, nondiscrimination laws and regulations. 6. Confidentiality. a. The parties shall not use, publish, transfer, sell or otherwise disclose any Confidential Information gained by reason of any Program Agreement for any purpose that is not directly connected with the performance of the services contemplated there under, except: (1) as provided by law; or, (2) in the case of Personal Information, as provided by law or with the prior written consent of the person or personal representative of the person who is the DSHS Central Contract Services 6016CF DSHS and County Agreement on General Terms and Conditions (4-6-11} Page 3 subject of the Personal Information. b. The parties shall protect and maintain all Confidential Information gained by reason of any Program Agreement against unauthorized use, access, disclosure, modification or loss. This duty requires the parties to employ reasonable security measures, which include restricting access to the Confidential Information by: (1) Allowing access only to staff that have an authorized business requirement to view the Confidential Information. (2) Physically securing any computers, documents, or other media containing the Confidential Information. c. To the extent allowed by law, at the end of the Agreement term, or when no longer needed, the parties shall return Confidential Information or certify in writing the destruction of Confidential Information upon written request by the other party. d. Paper documents with Confidential Information may be recycled through a contracted firm, provided the contract with the recycler specifies that the confidentiality of information will be protected, and the information destroyed through the recycling process. Paper documents containing Confidential Information requiring special handling (e.g., protected health information) must be destroyed through shredding, pulping, or incineration. e. The compromise or potential compromise of Confidential Information must be reported to the DSHS Contact designated on the Program Agreement within five (5) business days of discovery for breaches of less than 500 persons' protected data, and three (3) business days of discovery for breaches of over 500 persons' protected data. The parties must also take actions to mitigate the risk of loss and comply with any notification or other requirements imposed by law. 7. County Certification Regarding Ethics. By signing this Agreement, the County certifies that the County is in compliance with Chapter 42.23 RCW and shall comply with Chapter 42.23 RCW throughout the term of this Agreement and any Program Agreement 8. Debarment Certification. The County, by signature to this Agreement, certifies that the County is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in this Agreement or any Program Agreement by any federal department or agency. The County also agrees to include the above requirement in all subcontracts into which it enters. 9. Disputes. Disputes between the parties shall be determined by a Dispute Board in the following manner: Each party shall appoint one member to the Dispute Board. The members appointed shall jointly appoint an additional member to the Dispute Board. The Dispute Board shall review the facts, agreement terms, and applicable statutes and rules and make a determination. This process shall constitute the final administrative remedy available to the parties. Each party reserves the right to litigate issues and matters in court de novo. A Program Agreement may supplement, but not contravene, this section. DSHS Central Contract Services 6016CF DSHS and County Agreement on General Terms and Conditions (4-6-11) Page 4 10. Entire Agreement. This Agreement and any Program Agreement, including all documents attached to or incorporated by reference into either, shall contain all the terms and conditions to be agreed upon by the parties. Upon execution of any Program Agreement, this Agreement shall be considered incorporated into that Program Agreement by reference. No other understandings or representations, oral or otherwise, regarding the subject matter of this Agreement or any Program Agreement shall be deemed to exist or bind the parties. 11. Governing Law and Venue. The laws of the State of Washington govern this Agreement. In the event of a lawsuit by the County against DSHS involving this Agreement or a Program Agreement, venue shall be proper only in Thurston County, Washington. In the event of a lawsuit by DSHS against the County involving this Agreement or a Program Agreement, venue shall be proper only as provided in RCW 36.01.050. 12. Responsibility. Each party to this Agreement shall be responsible for the negligence of its officers, employees, and agents in the performance of any Program Agreement. No party to this Agreement or any Program Agreement shall be responsible for the acts and/or omissions of entities or individuals not party to this Agreement and any Program Agreement. DSHS and the County shall cooperate in the defense of tort lawsuits, when possible. Both parties agree and understand that such cooperation may not be feasible in all circumstances. DSHS and the County agree to notify the attorneys of record in any tort lawsuit where both are parties if either DSHS or the County enters into settlement negotiations. It is understood that the notice shall occur prior to any hegotiations, or as soon as possible thereafter, and the notice may be either written or oral. 13. Independent Status. For purposes of this Agreement and any Program Agreement, the County acknowledges that the County is not an officer, employee, or agent of DSHS or the State of Washington. The County shall not hold out itself or any of its employees as, nor claim status as, an officer, employee, or agent of DSHS or the State of Washington. The County shall not claim for itself or its employees any rights, privileges, or benefits which would accrue to an employee of the State of Washington. The County shall indemnify and hold harmless DSHS from all obligations to payor withhold federal or state taxes or contributions on behalf of the County or the County's employees. 14. Inspection. Either party may request reasonable access to the other party's records and place of business for the limited purpose of monitoring, auditing, and evaluating the other party's compliance with this Agreement, any Program Agreement, and applicable laws and regulations. During the term of any Program Agreement and for one (1) year following termination or expiration of the Program Agreement, the parties shall, upon receiving reasonable written notice, provide the other party with access to its place of business and to its records which are relevant to its compliance with this Agreement, any Program Agreement, and applicable laws and regulations. This provision shall not be construed to give either party access to the other party's records and place of business for any other purpose. Nothing herein shall be construed to authorize either party to possess or copy records of the other party. 15. Insurance. DSHS certifies that it is self-insured under the State's self-insurance liability program, as provided by RCW 4.92_130, and shall pay for losses for which it is found liable. The County certifies that it is self-insured, is a member of a risk pool, or DSHS Central Contract Services 6016CF DSHS and County Agreement on General Terms and Conditions (4-6-11) Page 5 maintains insurance coverage as required in any Program Agreements. The County shall pay for losses for which it is found liable. 16. Maintenance of Records. During the term of this Agreement and for six (6) years following termination or expiration of this Agreement, both parties shall maintain records sufficient to: a. Document performance of all acts required by law, regulation, or this Agreement; b. Demonstrate accounting procedures, practices, and records that sufficiently and properly document the County's invoices to DSHS and all expenditures made by the County to perform as required by this Agreement. 17. Operation of General Terms and Conditions. These General Terms and Conditions shall be incorporated by reference into each Program Agreement between the County and DSHS in effect on or after the start date of this Agreement. These General Terms and Conditions govern and apply only to work performed under Program Agreements between the parties. 18. Order of Precedence. In the event of an inconsistency in this Agreement and any Program Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence, in'the following order, to: a. Applicable federal and State of Washington statutes and regulations; b. this Agreement; c. the Program Agreement(s). 19. Ownership of Material. Material created by the County and paid for by DSHS as a part of any Program Agreement shall be owned by DSHS and shall be "work made for hire" as defined by 17 USC~ 101. This material includes, but is not limited to: books; computer programs; documents; films; pamphlets; reports; sound reproductions; studies; surveys; tapes; andlor training materials. Material which the County uses to perform a Program Agreement but is not created for or paid for by DSHS is owned by the County and is not "work made for hire"; however, DSHS shall have a perpetual license to use this material for DSHS internal purposes at no charge to DSHS, provided that such license shall be limited to the extent which the County has a right to grant such a license. 20. Severability. The provisions of this Agreement and any Program Agreement are severable, If any court holds invalid any provision of this Agreement or a Program Agreement, including any provision of any document incorporated herein or therein by reference, that invalidity shall not affect the other provisions this Agreement or that Program Agreement. 21. Subcontracting. The County may subcontract services to be provided under a Program Agreement, unless otherwise specified in that Program Agreement. If DSHS, the County, and a subcontractor of the County are found by a jury or other trier of fact to be jointly and severally liable for personal injury damages arising from any act or DSHS Central Contract Services 6016CF DSHS and County Agreement on General Terms and Conditions (4-6-11) Page 6 omission under this Agreement or any Program Agreement, then DSHS shall be responsible for its proportionate share, and the County shall be responsible for its proportionate share. Should a subcontractor to the County pursuant toa Program Agreement be unable to satisfy its joint and several liability, DSHS and the County shall share in the subcontractor's unsatisfied proportionate share in direct proportion to the respective percentage of their fault as found by the trier of fact. Nothing in this section shall be construed as creating a right or remedy of any kind or nature in any person or party other than DSHS and the County. This provision shall not apply in the event of a settlement by either DSHS or the County. 22. Subrecipients. a. General. If the County is a subrecipient of federal awards as defined by Office of Management and Budget (OMS) Circular A-133, the County shall: (1) Maintain records that identify, in its accounts, all federal awards received and expended and the federal programs under which they were received, by Catalog of Federal Domestic Assistance (CFDA) title and number, award number and year, name of the federal agency, and name of the pass-through entity; (2) Maintain internal controls that provide reasonable assurance that the County is managing federal awards in compliance with laws, regulations, and provisions of contracts or grant agreements that could have a material effect on each of its federal programs; (3) Prepare appropriate financial statements, including a schedule of expenditures of federal awards; (4) Incorporate OMS Circular A-133 audit requirements into all agreements between the County and its Subcontractors who are subrecipients; (5) Comply with any future amendments to OMS Circular A-133 and any successor or replacement circular or regulation; (6) Comply with the applicable requirements of either 2 CFR Part 225 (OMS Circular A-87) or 2 CFR Part 230 (OMS Circular A-122), and any successor or replacement circular or regulation as applicable; and (7) Comply with the Omnibus Crime Control and Safe Streets Act of 1968; Title VI of the Civil Rights Act of 1964; Section 504 of the Rehabilitation Act of 1973; Title II of the Americans with Disabilities Act of 1990; Title IX of the Education Amendments of 1972; The Age Discrimination Act of 1975; and The Department of Justice Non-Discrimination Regulations at 28 CFR Part 42, Subparts C, D, E, and G, and 28 CFR Parts 35 and 39. (See http://WWW.OlD.UsdoLgov/aboutloffices/ocr.htm for additional information and access to the aforementioned federal laws and regulations.) b. Single Audit Act Compliance. If the County is a subrecipient under a Program Agreement and expends $500,000 or more in federal awards from all sources in any fiscal year, the County shall procure and pay for a single audit or a program-specific audit for that fiscal year. Upon completion of each audit, the County shall: DSHS Central Contract Services 6016CF OSHS and County Agreement on General Terms and Conditions (4-6-11) Page 7 (1) Submit to the DSHS contact person, listed on the first page of the Program Agreement, the data collection form and reporting package specified in OMS Circular A-133, reports required by the program-specific audit guide (if applicable), and a copy of any management letters issued by the auditor; (2) Follow-up and develop corrective action for all audit findings, in accordance with OMS Circular A-133, and prepare a USummary Schedule of Prior Audit Findings." c. Overpayments. If it is determined by DSHS, or by an auditor during the course of a required audit, that the County has been paid unallowable costs under any applicable Program Agreement, DSHS may require the County to reimburse DSHS in accordance with either 2 CFR Part 225 (OMS Circular A-87) or 2 CFR Part 230 (OMS Circular A-122), as applicable. 23. Survivability. The terms and conditions contained in this Agreement or any Program Agreement which, by their sense and context, are intended to survive the expiration of a particular Program Agreement shall survive. Surviving terms include, but are not limited to: Confidentiality (Section 6), Disputes (Section 9), Responsibility (Section 12), Inspection (Section 14), Maintenance of Records (Section 16), Ownership of Material (Section 19), Subcontracting (Section 21), Termination for Default (Section 26), Termination Procedure (Section 27), and Title to Property (Section 29). 24. Termination Due to Change in Funding. If the funds upon which DSHS relied to establish any Program Agreement are withdrawn, reduced, or limited, or if additional or modified conditions are placed on such funding, DSHS may terminate that Program Agreement by providing at least fifteen (15) calendar days' written notice to the County. The termination shall be effective on the date specified in the notice of termination. 25. Tennination for Convenience. The Contracts Administrator may terminate this Agreement or any Program Agreement in whole or in part for convenience by giving the County at least thirty (30) calendar days' written notice addressed to the County at the address shown on the cover page of the applicable agreement. The County may terminate this Agreement and any Program Agreement for convenience by giving DSHS at least thirty (30) calendar days' written notice addressed to: Central Contract Services, PO Sox 45811, Olympia, Washington 98504-5811. 26. Termination for Default. a. The Contracts Administrator may terminate this Agreement and/or any Program Agreement for default, in whole or in part, by written notice to the County, if DSHS has a reasonable basis to believe that the County has: (1) Failed to meet or maintain any requirement for contracting with DSHS; (2) Failed to perform under any provision of this Agreement or any Program Agreement; (3) Violated any law, regulation, rule, or ordinance applicable to this Agreement or any Program Agreement; and/or (4) Otherwise breached any provision or condition of this Agreement or any Program DSHS Central Contract Services 6016CF DSHS and County Agreement on General Terms and Conditions (4-6-11) Page 8 Agreement. b. Before the Contracts Administrator may terminate this Agreement or any Program Agreement for default, DSHS shall provide the County with written notice of the County's noncompliance with the agreement and provide the County a reasonable opportunity to correct the County's noncompliance. If the County does not correct the County's noncompliance within the period of time specified in the written notice of noncompliance, the Contracts Administrator may then terminate the agreement. The Contracts Administrator may terminate the agreement for default without such written notice and without opportunity for correction if DSHS has a reasonable basis to believe that a client's health or safety is in jeopardy. c. The County may terminate this Agreement or any Program Agreement for default, in whole or in part, by written notice to DSHS, if the County has a reasonable basis to believe that DSHS has: (1) Failed to meet or maintain any requirement for contracting with the County; (2) Failed to perform under any provision of this Agreement or any Program Agreement; (3) Violated any law, regulation, rule, or ordinance applicable to this Agreement or any Program Agreement; and/or (4) Otherwise breached any provision or condition of this Agreement or any Program Agreement. d. Before the County may terminate this Agreement or any Program Agreement for default, the County shall provide DSHS with written notice of DSHS' noncompliance with the agreement and provide DSHS a reasonable opportunity to correct DSHS' noncompliance. If DSHS does not correct DSHS' noncompliance within the period of time specified in the written notice of noncompliance, the County may then terminate the agreement. 27. Termination Procedure. The following provisions apply in the event this Agreement or any Program Agreement is terminated: a. The County shall cease to perform any services required by the Program Agreement as of the effective date of termination and shall comply with all reasonable instructions contained in the notice of termination which are related to the transfer of clients, distribution of property, and termination of services. b. The County shall promptly deliver to the DSHS contact person (or to his or her successor) listed on the first page of the Program Agreement, all.DSHS assets (property) in the County's possession, including any material created under the Program Agreement. Upon failure to return DSHS property within ten (10) working days of the Program Agreement termination, the County shall be charged with all reasonable costs of recovery, including transportation. The County shall take reasonable steps to protect and preserve any property of DSHS that is in the possession of the County pending return to DSHS. c. DSHS shall be liable for and shall pay for only those services authorized and DSHS Central Contract Services 6016CF DSHS and County Agreement on General Terms and Conditions (4-6-11) Page 9 provided through the effective date of termination. OSHS may pay an amount mutually agreed by the parties for partially completed work and services, if work products are useful to or usable by OSHS. d. If the Contracts Administrator terminates any Program Agreement for default, OSHS may withhold a sum from the final payment to the County that OSHS determines is necessary to protect OSHS against loss or additional liability occasioned by the alleged default. OSHS shall be entitled to all remedies available at law, in equity, or under the Program Agreement. If it is later determined that the County was not in default, or if the County terminated the Program Agreement for default, the County shall be entitled to all remedies available at law, in equity, or under the Program Agreement. 28. Treatment of Client Property. Unless otherwise provided in the applicable Program Agreement, the County shall ensure that any adult client receiving services from the County under a Program Agreement has unrestricted access to the client's personal property. The County shall not interfere with any adult client's ownership, possession, or use of the client's property. The County shall provide clients under age eighteen (18) with reasonable access to their personal property that is appropriate to the client's age, development, and needs. Upon termination or completion of the Program Agreement, the County shall promptly release to the client and/or the client's guardian or custodian all of the client's personal property. This section does not prohibit the County from implementing such lawful and reasonable policies, procedures and practices as the County deems necessary for safe, appropriate, and effective service delivery (for example, appropriately restricting clients' access to, or possession or use of, lawful or unlawful weapons and drugs). 29. Title to Property. Title. to all property purchased or furnished by OSHS for use by the County during the term of a Program Agreement shall remain with OSHS. Title to all property purchased or furnished by the County for which the County is entitled to reimbursement by OSHS under a Program Agreement shall pass to and vest in OSHS. The County shall take reasonable steps to protect and maintain all OSHS property in its possession against loss or damage arid shall return OSHS property to OSHS upon termination or expiration of the Program Agreement pursuant to which it was purchased or furnished, reasonable wear and tear excepted. 30. Waiver. Waiver of any breach or default on any occasion shall not be deemed to be a waiver of any subsequent breach or default. No waiver shall be construed to be a modification of the terms and conditions of this Agreement unless amended as set forth in Section 2, Amendment. Only the Contracts Administrator or designee has the authority to waive any term or condition of this Agreement on behalf of OSHS. DSHS Central Contract Services 6016CF DSHS and County Agreement on GeneralTerms and Conditions (4-6-11) Page 10