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HomeMy WebLinkAboutOlympic Peninsula Services - 021621 065 Joe g .,kL' ' "e.,/ SUBCONTRACT FOR PROFESSIONAL SERVICES BETWEEN JEFFERSON COUNTY AND OLYMPIC PENINSULA HEALTH SERVICES PS This Subcontract for Professional Services Between Jefferson County and Olympic Peninsula Health Services PS (this Agreement) is made and entered into between Jefferson County (COUNTY) and Olympic Peninsula Health Services PS(SUBCONTRACTOR)for provision of Medication Assisted Treatment (MAT) for incarcerated individuals in the COUNTY's jail pursuant to by Contract # K4868 for Opioid Treatment Network (HCA Contract) and Contract # K4821 for Medication Project (HCA Contract), between the COUNTY and the Washington Health Care Authority (HCA). IT IS AGREED UPON BY THE PARTIES AS FOLLOWS: A. TERM OF THIS AGREEMENT The term of this Agreement is from September 30, 2020 through September 29, 2021. Work performed between September 30, 2020 and the execution of this Agreement that is consistent with the provisions of this Agreement is hereby ratified. B. TERMINATION (1) Should a party default in providing services under this Agreement or materially breach any of its provisions, the other party may terminate this Agreement upon ten(10) days written notice. A party shall have the right and opportunity to cure any such material breach within the ten(10) day period. (2) The COUNTY may terminate this Agreement upon immediate notice to SUBCONTRACTOR in the event that the funding for the project ceases or is reduced in amount. SUBCONTRACTOR will be reimbursed for services expended up to the date of termination. (3) This Agreement may be terminated without cause at any time by either party subject to a sixty(60) day advance written notice of such termination to the other party. (4) Termination of this Agreement shall not constitute a breach of this Agreement. C. PROFESSIONAL SERVICES BY SUBCONTRACTOR Professional services to be provided by SUBCONTRACTOR shall include: (1) All Work Required by the HCA Contracts. All work required by the HCA Contracts, a true and correct copy of which is attached as APPENDIX B and APPENDIX C (HCA Contract). (2) Financial and Program Management: SUBCONTRACTOR will maintain an administrative/organizational structure that clearly defines responsibilities; systems and personnel to maintain accounting records that accurately reflect all program revenues and expenditures; prepare monthly statements of activity; maintain appropriate client service records and progress reports; and track key program performance indicators. (3) Perform All Subcontractor Obligations. In addition to the above,SUBCONTRACTOR shall fulfill all of SUBCONTRACTOR Obligations listed below. D. SUBCONTRACTOR'S OBLIGATIONS SUBCONTRACTOR shall fulfill the following obligations: (1) SUBCONTRACTOR shall fulfill all the requirements of the HCA Contract. (2) SUBCONTRACTOR shall comply with all state and federal requirements regarding the confidentiality of participant records. (3) SUBCONTRACTOR shall have written policies regarding sexual harassment and non- discrimination(said policies must guarantee human/civil rights);regarding a person's right to privacy, regarding safeguarding personal information and abuse of participants; regarding agency medication procedure; regarding respectful staff-to-participant interactions (i.e.: including a person's right to be treated with dignity and respect free of abuse). (4) SUBCONTRACTOR shall have a grievance policy that: • Negotiates conflicts and advises participants of grievance procedures; • Is explained to participants; • Prohibits retaliation for using the grievance process; • Includes a non-retaliation statement; • Assures that advocates are available and encourages participants to bring advocates to help negotiate; • Includes a mediation process that promotes the use of someone who is unaffected by the outcome if conflicts remain unresolved; and, • Includes a process for tracking and reporting grievances. (5) SUBCONTRACTOR shall comply with all applicable federal, state and local regulations. (6) SUBCONTRACTOR shall comply with all applicable Jefferson County jail policies. (7) SUBCONTRACTOR shall track and analyze incident reports for potential trends and patterns. (8) SUBCONTRACTOR shall maintain access to current emergency contact and medical information(medications, diet, allergies, etc.) for each participant. (9) SUBCONTRACTOR shall provide the following: (a) Equal Access: SUBCONTRACTOR will assures equal access to persons who do not speak or have a limited ability to speak, read, or write English well enough to understand and communicate effectively. Olympic Peninsula Health Services PS Contract 2020-2021 Page 2 of 13 (b) Qualified Staff: SUBCONTRACTOR will provide adequate, qualified staff with skills and experience in evaluation, training, supervision, counseling and support of adults with developmental disabilities who are earning wages, per the attached Statement of Work. SUBCONTRACTOR will assure that all direct service staff are trained, and that training is documented. SUBCONTRACTOR will provide COUNTY with information regarding staff qualifications upon request. E. DEBARMENT By signing this Agreement, SUBCONTRACTOR certifies that it is not presently debarred, suspended,proposed for debarment, declared ineligible, or voluntarily excluded in any Washington State or Federal department or agency from participating in transactions (debarred). SUBCONTRACTOR agrees to include the above requirement in any and all subcontracts into which it enters, and also agrees that it will not employ debarred individuals. SUBCONTRACTOR must immediately notify the COUNTY if, during the term of this Agreement, SUBCONTRACTOR becomes debarred. The COUNTY may immediately terminate this Agreement by providing SUBCONTRACTOR written notice, if SUBCONTRACTOR becomes debarred during the term of this Agreement. F. FEDERAL FUNDING ACCOUNTABILITY& TRANSPARENCY ACT (FFATA) (1) This Agreement is supported by federal funds that require compliance with the Federal Funding Accountability and Transparency Act (FFATA or the Transparency Act). The purpose of the Transparency Act is to make information available online so the public can see how federal funds are spent. (2) To comply with the act and be eligible to enter into this Agreement, SUBCONTRACTOR must have a Data Universal Numbering System (DUNS®) number. A DUNS® number provides a method to verify data about your organization. If SUBCONTRACTOR does not already have one, a DUNS® number is available free of charge by contacting Dun and Bradstreet at www.dnb.com. (3) Information about SUBCONTRACTOR and this Agreement will be made available on www.uscontractorregistration.com by HCA as required by P.L. 109-282. HCA's Attachment 3: Federal Funding Accountability and Transparency Act Data Collection Form,is considered part of this Agreement and must be completed and returned along with the Agreement. G. FUNDING WITHDRAWN,REDUCED OR LIMITED If the COUNTY determines in its sole discretion that the funds it relied upon to establish this Agreement have been withdrawn, reduced or limited, or if additional or modified conditions are placed on such funding after the effective date of this Agreement but prior to the normal completion of this Agreement,then the COUNTY,at its sole discretion,may: (1)Terminate this agreement;(2) Renegotiate this Agreement under the revised funding conditions; or, (3) Suspend SUBCONTRACTOR's performance under this Agreement upon five (5) business days' advance notice to SUBCONTRACTOR,if the COUNTY determines that there is a reasonably likelihood that the funding insufficiency may be resolved in time to allow SUBCONTRACT's performance to resume prior to the normal completion date of this Agreement. Olympic Peninsula Health Services PS Contract 2020-2021 Page 3 of 13 H. REIMBURSEMENTS (1) Total reimbursements for fiscal year 2020-2021 to SUBCONTRACTOR by COUNTY under this Agreement shall not exceed$418,400.00,including any allowable expenses for the services provided under this Agreement without express written amendment signed by both parties to this Agreement. (2) For said services rendered under this Agreement, COUNTY shall reimburse SUBCONTRACTOR pursuant to this Agreement and the HCA Agreement. (2) Work performed between September 30, 2020 and the execution of this Agreement that is consistent with the provisions of this Agreement is hereby ratified. (3) SUBCONTRACTOR will bill COUNTY monthly in arrears and on a monthly basis, on or before the 5th day of the month, for units of service provided under this Agreement. SUBCONTRACTOR will submit a Monthly Services Report for its billings.At no time shall the invoices for reimbursement be submitted more than 60 calendar days following the last day of the month for which the services were provided without COUNTY approval. (4) COUNTY may, at its option, withhold reimbursement for any month for which required reports and/or invoices have not been received, or are not accurate and/or complete, or for contractual non-compliance issues. I. OVERPAYMENTS OR ERRONEOUS PAYMENTS TO SUBCONTRACTOR If overpayments or erroneous payments have been made to SUBCONTRACTOR under this Agreement, the COUTNY will provide notice to SUBCONTRACTOR and SUBCONTRACTOR shall refund the full amount of the overpayment within thirty (30) calendar days of the notice. If SUBCONTRACTOR fails to make timely refund,the COUNTY may charge SUBCONTRACTOR one percent(1%)per month on the amount due,until paid in full. J. RECORDS AND DOCUMENTS REVIEW (1) SUBCONTRACTOR must maintain books, records, documents, magnetic media, receipts, invoices or other evidence relating to this Agreement and the performance of the services rendered, along with accounting procedures and practices, all of which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Agreement.At no additional cost,these records,including materials generated under this Agreement, are subject at all reasonable times to inspection, review, or audit by HCA, the Office of the State Auditor, and state and federal officials so authorized by law, rule, regulation, or agreement [See 42 USC 1396a(a)(27)(B); 42 USC 1396a(a)(37)(B); 42 USC 1396a(a)(42(A);42 CFR 431, Subpart Q; and 42 CFR 447.202]. (2) SUBCONTRACTOR must retain such records for a period of six (6) years after the date of final payment under this Agreement. (3) If any litigation, claim or audit is started before the expiration of the six (6) year period,the records must be retained until all litigation, claims, or audit findings involving the records have been resolved. Olympic Peninsula Health Services PS Contract 2020-2021 Page 4 of 13 K. RIGHTS OF STATE AND FEDERAL GOVERNMENTS In accordance with 45 C.F.R. 95.617, all appropriate state and federal agencies, including but not limited to the Centers for Medicare and Medicaid Services (CMS), will have a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, translate, or otherwise use, and to authorize others to use for Federal Government purposes: (i) software, modifications, and documentation designed,developed or installed with Federal Financial Participation(FFP)under 45 CFR Part 95, subpart F; (ii)the Custom Software and modifications of the Custom Software, and associated Documentation designed,developed,or installed with FFP under this Agreement; (iii)the copyright in any work developed under this Agreement; and(iv)any rights of copyright to which SUBCONTRACTOR purchases ownership under this Agreement. L. COMPLIANCE WITH SUBRECIPIENT REQUIREMENTS FROM GRANT (1) General. In accordance with 2 CFR 200.501 and 45 CFR 75.501, SUBCONTRACTOR shall: (a) 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; (b) Maintain internal controls that provide reasonable assurance that SUBCONTRACTOR 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; (c) Prepare appropriate financial statements, including a schedule of expenditures of federal awards; (d) Incorporate OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501 audit requirements into all agreements between SUBCONTRACTOR and its subcontractors who are subrecipients; (e) Comply with any future amendments to OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501 and any successor or replacement Circular or regulation; (f) Comply with the applicable requirements of OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501 and any future amendments to OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501, and any successor or replacement Circular or regulation; and, (g) 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, 28 C.F.R. Part 42, Subparts C.D.E. and G, and 28 C.F.R. Part 35 and 39. (Go to http://ojp.gov/about/offices/ocr.htm for additional information and access to the aforementioned Federal laws and regulations.) (2) Single Audit Act Compliance. If SUBCONTRACTOR expends $750,000 or more in federal awards from any and/or all sources in any fiscal year, SUBCONTRACTOR will Olympic Peninsula Health Services PS Contract 2020-2021 Page 5 of 13 procure and pay for a single audit or a program-specific audit for that fiscal year. Upon completion of each audit, SUBCONTRACTOR will: (a) Submit to the Authority contact person the data collection form and reporting package specified in OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501, reports required by the program-specific audit guide (if applicable), and a copy of any management letters issued by the auditor; (b) Follow-up and develop corrective action for all audit findings; in accordance with OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501, prepare a"Summary Schedule of Prior Audit Findings." (3) Overpayments. If it is determined by HCA or the COUNTY, or during the course of a required audit, that SUBCONTRACTO has been paid unallowable costs under this or any Program Agreement, SUBCONTRACTOR will refund the full amount to HCA as provided in Section I. OVERPAYMENTS OR ERRONEOUS PAYMENTS TO SUBCONTRACTOR. M. RISK ASSESSMENT AND MONITORING FOR COMPLIANCE BY THE COUNTY. (1) SUBCONTRACTOR shall immediately report to the COUNTY any failure to perform under this Agreement. (2) Along with every request for reimbursement under this Agreement, SUBCONTRACTOR shall submit a Monitoring Certification using the form attached as Appendix A for purposes of the COUNTY performing the risk assessment of SUBCONTRACTOR and compliance monitoring of this Agreement that is required of the County by HCA. N. GENERAL TERMS AND CONDITIONS (1) SUBCONTRACTOR'S relation to the COUNTY shall at all times be that of independent SUBCONTRACTOR. Any and all employees of SUBCONTRACTOR, or other persons engaged in the performance of any work or service required of SUBCONTRACTOR under this Agreement, shall be considered employees of SUBCONTRACTOR only, and any claims that may arise on behalf of or against said employees shall be the sole obligation and responsibility of SUBCONTRACTOR. (2) SUBCONTRACTOR shall not subcontract or assign any of the services covered by this Agreement without the express written consent of the COUNTY. Subcontracting and assignment does not include printing or other customary reimbursable expenses that may be provided in an Agreement. (3) SUBCONTRACTOR, by signature to this Agreement, certifies that SUBCONTRACTOR is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in this Agreement, or any Agreement by any Federal department or agency. SUBCONTRACTOR also agrees to include the above requirement to all subcontracts into which it enters. (4) SUBCONTRACTOR shall obtain and keep in force during the terms of this Agreement, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Chapter 48:05 RCW: Olympic Peninsula Health Services PS Contract 2020-2021 Page 6 of 13 (a) Worker's compensation and employer's liability insurance. SUBCONTRACTOR will participate in the Worker's Compensation and Employer's Liability Insurance Program as may be required by the State of Washington; (b) Commercial Automobile Liability or Business Use Insurance providing bodily injury and property damage liability coverage for all owned and non-owned vehicles assigned to or used in the performance of the work for a combined single limit of not less than $1,000,000 each occurrence with the COUNTY named as an additional insured in connection with SUBCONTRACTOR'S performance of this Agreement. (c) General Commercial Liability Insurance in an amount not less than a single limit of two million dollars ($2,000,000.00)per occurrence and an aggregate of not less than two (2) times the occurrence amount ($2,000,000.00 minimum) for bodily injury, including death and property damage, unless a greater amount is specified in HCA Contract specifications. The insurance coverage shall contain no limitations on the scope of the protection provided and include the following minimum coverage: (i) Broad Form Property Damage, with no employee exclusion (ii) Personal Injury Liability, including extended bodily injury (iii) Broad Form Contractual/Commercial Liability - including completed operations (iv) Premises - Operations Liability(M&C) (v) Independent Contractors and Subcontractors (vi) Blanket Contractual Liability (5) All employees or subcontractors of SUBCONTRACTOR who are required to be professionally certified by the State in the performance of services under this Agreement shall maintain professional liability insurance/error and omissions liability insurance in the amount of not less than one million dollars($1,000,000). In no case shall such professional liability to third parties be limited in any way. (6) It shall be the responsibility of SUBCONTRACTOR to insure that any and all persons engaged in the performance of any work or service required of SUBCONTRACTOR under this Agreement, shall comply with the same insurance requirements that SUBCONTRACTOR is required to meet. (7) Failure on the part of SUBCONTRACTOR to maintain the insurance as required shall constitute a material breach of contract upon which the COUNTY may, after giving five working days' notice to SUBCONTRACTOR to correct the breach, immediately terminate this Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the COUNTY on demand, or at the sole discretion of the COUNTY, offset against funds due SUBCONTRACTOR from the COUNTY. Olympic Peninsula Health Services PS Contract 2020-2021 Page 7 of 13 (8) All cost for insurance shall be considered incidental to and included in the unit contract prices and no additional payment will be made. (9) Excepting the Workers Compensation insurance and any professional liability insurance secured by SUBCONTRACTOR, the COUNTY will be named on all certificates of insurance as an additional insured. SUBCONTRACTOR shall furnish the COUNTY with verification of insurance and endorsements required by this Agreement. The COUNTY reserves the right to require complete, certified copies of all required insurance policies at any time. (10) All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. SUBCONTRACTOR shall submit a verification of insurance as outlined herein within 14 days of the execution of this Agreement to the COUNTY. All insurance policies obtained by SUBCONTRACTOR shall be primary to any equivalent or applicable policies held by the COUNTY. All insurance policies obtained by SUBCONTRACTOR shall include a waiver of subrogation rights. Any self-insured retention, deductible or risk retention maintained, or participated in, by the COUNTY coverage for third-party liability claims provided to the county, shall be excess and shall be non-contributory to the insurance policies provided by SUBCONTRACTOR in order to comply with the insurance requirements of this Subcontract. All policies provided by SUBCONTRACTOR in order to comply with the insurance requirements of this Subcontract must be endorsed to show this primary coverage. (11) The COUNTY will pay no progress payments under this Agreement until SUBCONTRACTOR has fully complied with this section. This remedy is not exclusive; and the COUNTY may take such other action as is available to them under other provisions of this Agreement, or otherwise in law. (12) Nothing in the foregoing insurance requirements shall prevent the COUNTY, at its option, from additionally requesting that SUBCONTRACTOR deliver to the COUNTY an executed bond as security for the faithful performance of this Agreement and for payment of all obligations of SUBCONTRACTOR. (13) It is understood and agreed that this Agreement is entered into in the State of Washington. This Agreement shall be governed by and construed in accordance with the laws of the United States, the State of Washington and the County of Jefferson, as if applied to transactions entered into and to be performed wholly within Jefferson County, Washington between Jefferson County residents. No party shall argue or assert that any state law other than Washington law applies to the governance or construction of this Agreement. (14) Should either party bring any legal action, each party in such action shall bear the cost of its own attorney's fees and court costs. The venue for any legal action shall be solely in the appropriate state court in Jefferson County, Washington, subject to the venue provisions for actions against counties in RCW 36.01.050. (15) SUBCONTRACTOR shall comply with the WA State Department of Labor and Industries Minimum Wage Act, Chapter 49.46 RCW, acknowledging persons with disabilities participating in job assessments are not considered employees. (16) SUBCONTRACTOR shall indemnify and hold the COUNTY, and its officers, officials, employees, agents and volunteers (and their marital communities)harmless from and shall process and defend at its own expense,including all costs,attorney fees and expenses relating Olympic Peninsula Health Services PS Contract 2020-2021 Page 8 of 13 thereto, all claims, demands, or suits at law or equity arising in whole or in part, directly or indirectly,from SUBCONTRACTOR'S negligence or breach of any of its obligations under this Agreement; provided that nothing herein shall require a SUBCONTRACTOR to indemnify the COUNTY and its officers, officials, employees, agents and volunteers (and their marital communities) against and hold them harmless from claims, demands or suits based solely upon the conduct of the COUNTY, its officers, officials, employees, agents and volunteers (and their marital communities), and provided further that if the claims or suits are caused by or result from the concurrent negligence of: (a) SUBCONTRACTOR'S agents or employees; and, (b) The COUNTY, its officers, officials, employees, agents and volunteers (and their marital communities), this indemnity provision with respect to: (i) claims or suits based upon such negligence, or (ii) the costs to the COUNTY of defending such claims and suits, etc., shall be valid and enforceable only to the extent of SUBCONTRACTOR'S negligence or the negligence of SUBCONTRACTOR'S agents or employees. (c) SUBCONTRACTOR specifically assumes potential liability for actions brought against the COUNTY by SUBCONTRACTOR'S employees, including all other persons engaged in the performance of any work or service required of SUBCONTRACTOR under this Agreement and, solely for the purpose of this indemnification and defense, SUBCONTRACTOR specifically waives any immunity under the state industrial insurance law, Title 51 RCW. SUBCONTRACTOR recognizes that this waiver was specifically entered into pursuant to provisions of RCW 4.24.115 and was subject of mutual negotiation. (d) The provisions of this section shall survive the expiration or termination of this Agreement. (17) SUBCONTRACTOR shall not discriminate against any person presenting themselves for services based on race, religion,color, sex, age, or national origin. (18) No portion of this Agreement may be assigned or subcontracted to any other individual,firm, or entity without the express and prior written approval of COUNTY.If the COUNTY agrees in writing that all or a portion of this Agreement may be subcontracted to a third-party,then any contract or agreement between SUBCONTRACTOR and a third-party subcontractor must contain all provisions of this Agreement and the third-party subcontractor must agree to be bound by all terms and obligations found in this Agreement. (19) This Agreement memorializes the entire agreement of the parties. No representation or promise not expressly contained in this Agreement has been made. The parties are not entering into this Agreement based on any inducement, promise or representation, expressed or implied,which is not expressly contained in this Agreement. This Agreement supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral, within the scope of this Agreement. (20) SUBCONTRACTOR is responsible for meeting all terms and conditions of this Agreement including standards of service,quality of materials and workmanship,costs,and schedules. Failure of a subcontractor to perform is no defense to a breach of this Agreement. SUBCONTRACTOR assumes responsibility for and all liability for the actions and quality of services performed by any subcontractor. Every subcontractor must agree in writing to Olympic Peninsula Health Services PS Contract 2020-2021 Page 9 of 13 follow every term of this Agreement. SUBCONTRACTOR must provide every subcontractor's written agreement to follow every term of this Agreement before the subcontractor can perform any services under this Agreement. The head of the County department primarily responsible for overseeing SUBCONTRACTOR'S performance under this Agreement or that department head's designee must approve any proposed subcontractors in writing. Any dispute arising between SUBCONTRACTOR and any subcontractors or between any subcontractors must be resolved without involvement of any kind on the part of the COUNTY and without detrimental impact on the delivery of contracted goods or services. (21) While performing services, the use of illegal drugs, alcohol, or controlled substances on the COUNTY property or premises is strictly prohibited. SUBCONTRACTOR'S employees shall not perform services while under the influence of drugs or alcohol, and if discovered, may be reported to the appropriate law enforcement agency. (22) The use of tobacco of any kind on property or premises of the COUNTY shall comply with COUNTY policies. (23) Any form of harassment, discrimination, or improper fraternization with any County employee or a participant is strictly prohibited. (24) No consent by either party to, or waiver of, a breach by either party, whether express or implied, shall constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party. No term or provision of this Agreement will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. Failure of a party to declare any breach or default immediately upon the occurrence thereof, or delay in taking any action in connection with, shall not waive such breach or default. (25) The terms of this Agreement are not severable. If any provision of this Agreement or the application of this Agreement to any person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application this Agreement shall not be enforceable. (26) This Agreement shall be binding upon and inure to the benefit of the parties' successors in interest, heirs and assigns. (27) The parties do not intend, and nothing in this Agreement shall be construed to mean, that any provision in this Agreement is for the benefit of any person or entity who is not a party. (28) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Agreement at different times and places by the parties shall not affect the validity of this Agreement, so long as all the parties execute a counterpart of this Agreement. (29) The parties agree that facsimile and electronic signatures shall have the same force and effect as original signatures. (30) The parties agree that this Agreement has been negotiated at arms-length, with the assistance and advice of competent, independent legal counsel. Olympic Peninsula Health Services PS Contract 2020-2021 Page 10 of 13 (31) Notwithstanding any provisions of this Agreement to the contrary,to the extent any record, including any electronic, audio, paper or other media, is required to be kept or indexed as a public record in accordance with the Washington Public Records Act, Chapter 42.56 RCW (as may be amended), SUBCONTRACTOR agrees to maintain all records constituting public records and to produce or assist the COUNTY in producing such records,within the time frames and parameters set forth in state law. SUBCONTRACTOR also agrees that upon receipt of any written public record request, SUBCONTRACTOR shall, within two business days, notify the COUNTY by providing a copy of the request per the notice provisions of this Agreement. (32) All notices or other communications which any party desires or is required to give shall be given in writing and shall be deemed to have been given if hand-delivered, sent by facsimile, email, or mailed by depositing in the United States mail, prepaid to the party at the address listed below or such other address as a party may designate in writing from time to time. Notices to the COUNTY shall be sent to the following address: Jefferson County Risk Management Department 1820 Jefferson Street Port Townsend, WA 98368 Notices to SUBCONTRACTOR shall be sent to the following address: Annie Failoni, President Olympic Peninsula Health Services, PS 661 Ness Corner Road P.O. Box 574 Port Hadlock, WA 98339 (SIGNATURES FOLLOW ON THE NEXT PAGE) Olympic Peninsula Health Services PS Contract 2020-2021 Page 11 of 13 ADOPTED THIS /['(i`t5day of et Yi,a,,,j ,2021 BOARD OF COUNTY COMMISSIONERS Olympic Peninsula Health Services PS JEFFERSON COUNTY,WASHINGTON 216772 I ' By: /f By: (r"--"j(7\r"-..--' Name: Annie Failoni Kate Dean,i I air DATE Title: ARNP DATE: 2/12/21 By: `°,t;•� 2/W2( Or Brotherton,Commissioner DATE By.: i ^�-----. Aj2r H idi Eisenhour.Commissioner DATE , Y SIt ELF:. ' '' . \.: ,'irlf7 ; ; 1 , •/ .. 0 1 a V-.- h k v--1,.. 6(LJZ(a14/ 4, 14 Carolyn G{dllc way r/ DATE Clerk of the Board Approved as to thmi only: February 16, 2021 Philip C. Hunsucker DATE Chief Ci%it Deputy Prosecuting Attorney Olympic Peninsula Health Services PS Contract 2020-2 2IF.agc 12 of I 1 ADOPTED THIS Je5day of tom-67,tat ,2021 BOARD OF COUNTY COMMISSIONERS Olympic Peninsula Health Services PS JEFFERSON COUNTY, WASHINGTON By: /c�'r��'�?_� By: `° /2 l Name: Annie Fallon' Kate Dean, ♦,'.air DATE Title: ARNP j DATE: 2/12/21 By: '���\���11 2/472( Gr-•, Brotherton,Commissioner DATE -B . �/ — /`� 2-1 , s` .STAT `11$inkicur,Commissioner- DATE 49 4t 0 • • P••i\•* i. ` S,=� � ��SEA A 4 f �.4 its` • J e y • ;A T.T,E3,S,Tc, , ��.._,". CCS 2//, 2( Carolyn C119-L llgway �/ DATE Clerk of the Board Approved as to form only: Philip C. Hunsucker DATE Chief Civil Deputy Prosecuting Attorney Olympic Peninsula Health Services PS Contract 2020-202I Page 12 of 13 APPENDIX A—COMPLIANCE AND RISK MONITORING FORM This Compliance and Risk Monitoring Form shall be submitted along with every request for reimbursement. HCA CONTRACT NO: DATE: NAME OF SUBCONTRACTOR: By signing below, I declare under penalty of perjury of the laws of the State of Washington and the United States that the forgoing is true and correct. (Check the applicable boxes.) DATE I CERTIFICATION ITEM ' YES NO 1 SUBCONTRACTOR has not been suspended,debarred or } otherwise excluded from any federal or state contract SUBCONTRACTOR is providing all written reports and date required by the Agreement SUBCONTRACTOR has provided any audit report received by it from any government agency since the last certification SUBCONTRACTOR certifies that all of the deliverables and other work required since the last certification have been completed All the work being billed for in the invoice actually has been performed, including any timesheet or other backup SUBCONTRACTOR agrees to submit to an audit within 30 days of a request from the COUNTY or HCA SUBCONTRACTOR has corrected any deficiencies identified since the last certification SUBCONTRACTOR SIGNATURE DATI: WRITTEN NAME OF PERSON SIGNING CERTIFICATION APPROVED BY COUNTY: kol/2_/ COUNTY-APPROVALSIGNATURE DATE V4e /1, C1 bpc W4"RI ITEN NAME OF PERSON APPROVING CERTIFICATION Olympic Peninsula Health Services PS Contract 2020-2021 Page 13 of 13 DocuSign En yriEN15}NEt165-4115-8779-9843A977E390 I HCA Contract Number: K4868 Wasnington State CLIENT SERVICES CONTRACT Resulting from Solicitation Number Health Care 1}�h r for (If applicable: NA Care utt IoI i Opioid Treatment Network ContractorNendor Contract Number: THIS CONTRACT is made by and between Washington State Health Care Authority, (HCA) and Jefferson County, (Contractor). CONTRACTOR NAME CONTRACTOR DOING BUSINESS AS (DBA) Jefferson County Sheriffs Office CONTRACTOR Street City State Zip Code 79 Elkins Road; Port Hadlock WA 98339-9700 CONTRACTOR CONTACT CONTRACTOR TELEPHONE CONTRACTOR E-MAIL ADDRESS David Fortino 360-344-9734 dfortino©co.jefferson wa.us Is Contractor a Subrecipient under this Contract? CFDA NUMBER(S): FFATA Form ZYES ENO 93.788 EYES E HCA PROGRAM HCA DIVISION/SECTION State Opioid Response DBHR/SUD Treatment HCA CONTACT NAME AND TITLE HCA CONTACT ADDRESS Health Care Authority Amy Dura. State Opioid Response Treatment Manager 626 8th Avenue SE PO Box 42730 Olympia. WA 98504-2730 HCA CONTACT TELEPHONE HCA CONTACT E-MAIL ADDRESS (360) 725-2019 amy.dura( hca.wa.gov CONTRACT START DATE CONTRACT END DATE TOTAL MAXIMUM CONTRACT AMOUNT 9/30/2020 9/29/2021 $393,400 PURPOSE OF CONTRACT: To create a strong treatment and recovery support referral network and increase access to and utilization of MOUD care. The parties signing below warrant that they have read and understand this Contract, and have authority to execute this Contract. This Contract will be binding on HCA only upon signature by both parties. CONTRACTOF S TURE PRINTED NAME AND TITLE DATE HCA SIGNATU E PRINTED NAME AND TITLE DATE Doc uSigned try Rachelle Amerine 11/23/2020 Contracts Administrator 21£17F=BRCT74E7 dp edaes tofa� tnlyl - •: .(�?•^► Date. j t! 'LoZ/ Rev 5/6/2019 Philip('.Hunsucker Chief Ord 1 eputt Prose tiny, orne,. Jefferson("ount%Prosecuting Attome).'s Office DocuSign EnANtNbOIF E;Q165-4115-8779-9843A977F390 TABLE OF CONTENTS 1. STATEMENT OF WORK (SOW) 5 2. DEFINITIONS 5 3. SPECIAL TERMS AND CONDITIONS 8 3.1 PERFORMANCE EXPECTATIONS 8 3.2 TERM 8 3.3 COMPENSATION 9 3.4 INVOICE AND PAYMENT 9 3.5 CONTRACTOR AND HCA CONTRACT MANAGERS 9 3.6 LEGAL NOTICES - 10 3.7 INCORPORATION OF DOCUMENTS AND ORDER OF PRECEDENCE 11 3.8 INSURANCE 11 4. GENERAL TERMS AND CONDITIONS 13 4.1 ACCESS TO DATA 13 4.2 ADVANCE PAYMENT PROHIBITED 13 4.3 AMENDMENTS - 13 4.4 ASSIGNMENT 13 4.5 ATTORNEYS` FEES 14 4.6 CHANGE IN STATUS 14 4 7 CONFIDENTIAL INFORMATION PROTECTION 14 4.8 CONFIDENTIAL INFORMATION SECURITY 15 4.9 CONFIDENTIAL INFORMATION BREACH -REQUIRED NOTIFICATION 15 4.10 CONTRACTOR'S PROPRIETARY INFORMATION 16 4.11 COVENANT AGAINST CONTINGENT FEES 16 4.12 DEBARMENT 16 4.13 DISPUTES 17 4.14 ENTIRE AGREEMENT 17 4 15 FEDERAL FUNDING ACCOUNTABILITY &TRANSPARENCY ACT (FFATA) 18 4.16 FORCE MAJEURE 18 4.17 FUNDING WITHDRAWN. REDUCED OR LIMITED 18 4.18 GOVERNING LAW 19 Washington State 2 Opioid Treatment Network Health Care Authority HCA Contract#K4868 oocusign EnAlpiptNffe5-411 jtt 4.18 INDEMNIFICATION 19 420 INDEPENDENT CAPACITY OFTHE CONTRACTOR 19 421 INDUSTRIAL INSURANCE COVERAGE 20 422 LEGAL AND REGULATORY COMPLIANCE 20 423 LIMITATION DFAUTHORITY 20 424 NO THIRD-PARTY BENEFICIARIES 20 475 NONDISCRIMINATION 28 4.26 OVERPAYMENTS TO CONTRACTOR 21 427 PAY EQUITY 21 4,28 PUBLICITY 21 4.28 RECORDS AND DOCUMENTS REVIEW 22 430 REMEDIES NON-EXCLUSIVE 22 431 RIGHT {JFINSPECTION 22 432 RIGHTS |NDATA/OWNERSHIP 22 438 RIGHTS OF STATE AND FEDERAL GOVERNMENTS 24 434 SEVERA8|L|TY 24 435 SITE SECURITY 34 4.86 SUBCONTRACTING 24 4.37 SUBREC|P|ENT 25 438 SURVIVAL 28 439 TAXES 36 4.40 TERMINATION . 27 441 TERMINATION PROCEDURES 28 442 WAIVER 29 443 WARRANTIES 28 Attachments Attachment 1� Confidential Information Security Requirements Attachment Federal Compliance. Certifications and Assurances Attaohment3: Federal Funding Accountability and Transparency Act Data Collection Form (FFATA) Attaohment4: SAMH8A Award Terms Washington state 3 Dmuid Treatment Network �CA�on�,a�#�4Vo8 Heo|�Care AvU,o�� DocuSign EnXeiplEO1 E6165-4115-8779-9843A977E390 Schedules Schedule A. Statement of Work (SOW) SOR Opioid Treatment Networks Exhibits Exhibit A: Special Terms Definitions Exhibit B: 15 Principal CLAS Standard Washington State 4 Opioid Treatment Network Health Care Authority HCA Contract#K4868 DocuSign EnAfppt{¢Ng9pF1,F,8,155-4115-8779-9843A977E390 Contract#K4865 for Opioid Treatment Services NOW THEREFORE, HCA and Jefferson County enter into this Contract, the terms and conditions of which will govern Contractor's providing to HCA a strong treatment and recovery support referral network and increase access to and utilization of MOUD Services. IN CONSIDERATION of the mutual promises as set forth in this Contract, the parties agree as follows. 1. STATEMENT OF WORK (SOW) The Contractor will provide the services and staff as described in Schedule A: Statement of Work. 2. DEFINITIONS "Authorized Representative" means a person to whom signature authority has been delegated in writing acting within the limits of his/her authority. "Breach" means the unauthorized acquisition, access use: or disclosure of Confidential Information that compromises the security, confidentiality, or integrity of the Confidential Information. "Business Associate" means a Business Associate as defined in 45 CFR 160.103, who performs or assists in the performance of an activity for or on behalf of HCA, a Covered Entity, that involves the use or disclosure of protected health information (PHI). Any reference to Business Associate in this DSA includes Business Associate's employees, agents. officers, Subcontractors. third party contractors. volunteers. or directors. "Business Days and Hours" means Monday through Friday. 8:00 a.m. to 5:00 p.m.. Pacific Time, except for holidays observed by the state of Washington. "Centers for Medicare and Medicaid Services" or "CMS" means the federal office under the Secretary of the United States Department of Health and Human Services. responsible for the Medicare and-Medicaid programs "CFR" means the Code of Federal Regulations. All references in this Contract to CFR chapters or sections include any successor. amended, or replacement regulation. The CFR may be accessed at httpTiwww.ecfr,govicgi-biniECFR?page=b=_„^rse -Community" means an approved geographic area within school district boundaries, or within High School Attendance Areas(HSAA) and their feeder schools. "Confidential Information" means information that may be exempt from disclosure to the public or other unauthorized persons under chapter 42.56 RCW or chapter 70.02 RCW or other state or federal statutes or regulations. Confidential Information includes but is not limited to. Washington State 5 Opiold Treatment Network HCA Contract#K4868 Health Care Authorty DocuSlgn EnA15151E abikE 165-4115-8779-9843A977E390 any information identifiable to an individual that relates to a natural person's health. (see also Protected Health Information); finances, education, business, use or receipt of governmental services, names, addresses, telephone numbers. social security numbers, driver license numbers, financial profiles, credit card numbers, financial identifiers and any other identifying numbers. law enforcement records, HCA source code or object code, or HCA or State security information. "Contract" means this Contract document and all schedules, exhibits, attachments, incorporated documents and amendments. "Contractor" means Jefferson County. its employees and agents. Contractor includes any firm, provider, organization, individual or other entity performing services under this Contract. It also includes any Subcontractor retained by Contractor as permitted under the terms of this Contract. "Covered entity" means a health plan, a health care clearinghouse or a health care provider who transmits any health information in electronic form to carry out financial or administrative activities related to health care. as defined in 45 CFR 160.103. "Data" means information produced. furnished, acquired, or used by Contractor in meeting requirements under this Contract "Effective Date" means the first date this Contract is in full force and effect. It may be a specific date agreed to by the parties; or, if not so specified, the date of the last signature of a party to this Contract. "Encrypt' means to encode confidential information into a format that can only be read by those possessing a "key"; a password, digital certificate or other mechanism available only to authorized users. Encryption must use a key length of at least 128 bits "Ensure" means to make sure that something will happen or will be available within the resources identified in the Consideration. "Fiscal/Program Requirements" means the Supplementary Instructions and Fiscal Policy Standards for Reimbursable Costs as used by HCA, located at: https:i/www hca.wa.govlbillers- providers-partnerstprior-authorization-claims-and-billinglprovider-billing-guides-and-fee- schedules#t. "HCA Contract Manager" means the individual identified on the cover page of this Contract who will provide oversight of the Contractor's activities conducted under this Contract. "Health Care Authority" or"HCA" means the Washington State Health Care Authority. any division, section, office. unit or other entity of HCA, or any of the officers or other officials lawfully representing HCA. Washington State 6 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Docusign Enxeppl& Obi 5 Eet65-4115-8779-9843A977E390 "OMB" means the Office of Management and Budget of the executive office of the president of the United States. "Overpayment" means any payment or benefit to the Contractor in excess of that to which the Contractor is entitled by law, rule, or this Contract, including amounts in dispute. "Program Income" means gross income earned by the non-Federal entity that is directly generated by a supported activity or earned as a result of the Federal award during the period of performance. "Proprietary Information" means information owned by Contractor to which Contractor claims a protectable interest under law. Proprietary Information includes. but is not limited to. information protected by copyright, patent. trademark, or trade secret laws. "Protected Health Information" or"PHI" means individually identifiable information that relates to the provision of health care to an individual; the past, present, or future physical or mental health or condition of an individual; or past, present, or future payment for provision of health care to an individual. as defined in 45 CFR 160.103. Individually identifiable information is information that identifies the individual or about which there is a reasonable basis to believe it can be used to identify the individual, and includes demographic information. PHI is information transmitted. maintained, or stored in any form or medium 45 CFR 164.501. PHI does not include education records covered by the Family Educational Rights and Privacy Act. as amended, 20 USC 1232g(a)(4)(b)(iv). "RCW" means the Revised Code of Washington. All references in this Contract to RCW chapters or sections include any successor, amended, or replacement statute. Pertinent RCW chapters can be accessed at: httpi lapps.leq wa.govircwl. "Regulation" means any federal. state. or local regulation, rule. or ordinance. "Statement of Work" or"SOW" means a detailed description of the work activities the Contractor is required to perform under the terms and conditions of this Contract, including the deliverables and timeline, and is Schedule A hereto. "Subcontractor" means a person or entity that is not in the employment of the Contractor.. who is performing all or part of the business activities under this Contract under a separate contract with Contractor. The term "Subcontractor' means subcontractor(s) of any tier. "Subrecipient" shall have the meaning given in 45 C.F.R. 75.2, or any successor or replacement to such definition. for any federal award from HHS; or 2 C.F.R. 200.93, or any successor or replacement to such definition, for any other federal award. "USC" means the United States Code. All references in this Contract to USC chapters or sections will include any successor, amended; or replacement statute. The USC may be accessed at http.11uscode.house.govl Washington State 7 Oploid Treatment Network HCA Contract#K4868 Health Care Authority DocuSign En}{ I +.OlkE6't165-4115-8779-9843A977E390 "Vendor" means a dealer, distributor, merchant, or other seller providing goods or services that are required for the conduct of a federal program. These goods or services may be for an organization's own use or for the use of beneficiaries of the federal program. See OMB circular a-133 for additional details. "WAC" means the Washington Administrative Code. All references to WAC chapters or sections will include any successor, amended. or replacement regulation. Pertinent WACs may be accessed at: httpliapp leq.wa govtwaci 3. SPECIAL TERMS AND CONDITIONS 3.1 PERFORMANCE EXPECTATIONS Expected performance under this Contract includes, but is not limited to, the following: 3.1.1 Knowledge of applicable state and federal laws and regulations pertaining to subject of contract: 3.1.2 Use of professional judgment, 3.1.3 Collaboration with HCA staff in Contractor's conduct of the services: 3.1.4 Conformance with HCA directions regarding the delivery of the services. 3.1.5 Timely, accurate and informed communications; 3.1.6 Regular completion and updating of project plans, reports, documentation and communications; 3.1.7 Regular. punctual attendance at all meetings: and 3.1.8 Provision of high-quality services Prior to payment of invoices. HCA will review and evaluate the performance of Contractor in accordance with Contract and these performance expectations and may withhold payment if expectations are not met or Contractor's performance is unsatisfactory: 3.2 TERM 3.2.1 The initial term of the Contract will commence on September 30, 2020. or date of last signature, whichever is later, and continue through September 29, 2021, unless terminated sooner as provided herein. 3.2.2 This Contract may be extended in whatever time increments HCA deems appropriate. No change in terms and conditions will be permitted during these extensions unless specifically agreed to in writing. Washington State 8 Opioid Treatment Network Health Care Authority HCA Contract#K4868 DocuSign EnyApq+ A [ 65.4115-8779-9843A977E390 3.2.3 Work performed without a contract or amendment signed by the authorized representatives of both parties will be at the sole risk of the Contractor. HCA will not pay any costs incurred before a contract or any subsequent amendment(s) is fully executed. 3.3 COMPENSATION 3.3.1 The Maximum Compensation payable to Contractor for the performance of all things necessary for or incidental to the performance of work as set forth in Schedule A: Statement of Work is $393,400. and includes any allowable expenses. 3.3.2 Federal funds disbursed through this Contract were received by HCA through OMB Catalogue of Federal Domestic Assistance (CFDA) Number. 93.788, SAMHSA Center for Substance Abuse Treatment, 1 H79T1083286-01, Washington State Opioid Response II (SOR II) Grant. Contractor agrees to comply with applicable rules and regulations associated with these federal funds and has signed Attachment 2: Federal Compliance. Certification and Assurances, attached. 3.4 INVOICE AND PAYMENT 3.4.1 Invoice System a. The Contractor must submit invoices using State Form A-19 Invoice Voucher. or such other form as designated by HCA. Consideration for services rendered will be payable upon receipt of properly completed invoices submitted to amv.durachca.wa.qov. b. Invoices must be submitted only once per month and must include the HCA Contract number in the subject line of the email c. Submit invoices for costs due and payable under this Contract that were incurred prior to the expiration date within ninety (90) days of the date services were provided d. Additional requirements as outlined in Schedule A: Statement of Work 3.5 CONTRACTOR AND HCA CONTRACT MANAGERS 3.5.1 Contractor's Contract Manager will have prime responsibility and final authority for the services provided under this Contract and be the principal point of contact for the HCA Contract Manager for all business matters, performance matters, and administrative activities. 3.5.2 HCA's Contract Manager is responsible for monitoring the Contractor's performance and will be the contact person for all communications regarding contract performance and deliverables. The HCA Contract Manager has the authority to Washington State 9 Opioid Treatment Network HCA Contract#K4868 Health Care Authority DocuSign En eopit pttE6165-4115.8779-9843A977E390 accept or reject the services provided and must approve Contractor's invoices prior to payment. 3.5.3 The contact information provided below may be changed by written notice of the change (email acceptable)to the other party. CONTRACTOR Health Care Authority Contract Manager Information Contract Manager Information Name: David Fortino Name: Amy Dura Title: Lieutenant Tide: State Opioid Response Treatment Manager Address: 79 Elkins Road; Port Hadlock, Address: Post Office Box 45330; WA 98339-9700 Olympia, WA 98504-5330 Phone: 360-344-9734 Phone: (360) 725-2019 Email: dfortino@co.jefferson.wa.us Email: amv.dura@hca.wa.gov 3.6 LEGAL NOTICES Any notice or demand or other communication required or permitted to be given under this Contract or applicable law is effective only if it is in writing and signed by the applicable party, properly addressed, and delivered in person, via email, or by a recognized courier service, or deposited with the United States Postal Service as first-class mail, postage prepaid certified mail, return receipt requested, to the parties at the addresses provided in this section. 3.6.1 In the case of notice to the Contractor: David Fortino, Lieutenant Jefferson County, dba Sheriffs Office 79 Elkins Road; Port Hadlock, WA 98339-9700 3.6.2 In the case of notice to HCA: Attention: Contracts Administrator Health Care Authority Division of Legal Services Post Office Box 42702 Olympia, WA 98504-2702 CONTRACTSahca.wa.gov 3.6.3 Notices are effective upon receipt or four(4) Business Days after mailing, whichever is earlier. Washington State 10 Opioid Treatment Network Health Care Authority HCA Contract#K4868 DacuSign Eno:0ENril E 165-4115-8779-9843A977E390 3.6.4 The notice address and information provided above may be changed by written notice of the change given as provided above. 3.7 INCORPORATION OF DOCUMENTS AND ORDER OF PRECEDENCE Each of the documents listed below is by this reference incorporated into this Contract. In the event of an inconsistency, the inconsistency will be resolved in the following order of precedence: 3.7.1 Applicable Federal and State of Washington statutes and regulations: 3.7.2 Recitals 3.7.3 Special Terms and Conditions: 3.7.4 General Terms and Conditions: 3.7.5 Attachment 1: Confidential Information Security Requirements: 3.7.6 Attachment 2: Federal Compliance, Certifications and Assurances; 3.7.7 Attachment 3: Federal Funding Accountability and Transparency Act Data Collection Form: 3.7.8 Attachment 4: SAMHSA Award Terms: 3.7.9 Schedule A(s): Statement(s) of Work: 3.7.10 Exhibit A: Special Terms Definitions: 3.7.11 Exhibit B: 15 CLAS Principals: and 3.7.12 Any other provision, term or material incorporated herein by reference or otherwise incorporated. -3.8 INSURANCE Contractor must provide insurance coverage as set out in this section. The intent of the required insurance is to protect the State should there be any claims. suits. actions. costs, damages or expenses arising from any negligent or intentional act or omission of Contractor or Subcontractor. or agents of either. while performing under the terms of this Contract. Contractor must provide insurance coverage that is maintained in full force and effect during the term of this Contract. as follows 3.8 1 Commercial General Liability Insurance Policy - Provide a Commercial General Liability Insurance Policy including contractual liability. in adequate quantity to protect against legal liability arising out of contract activity but no less than $1 million per occurrence/$2 million general aggregate. Additionally. Contractor is Washington State 11 Opioid Treatment Network HCA Contract#K4868 Health Care Authority DocuSign EAtypt OikEd165-4115-8779-9843A977E390 responsible for ensuring that any Subcontractors provide adequate insurance coverage for the activities arising out of subcontracts. 3.8.2 Business Automobile Liability. In the event that services delivered pursuant to this Contract involve the use of vehicles, either owned, hired, or non-owned by the Contractor. automobile liability insurance is required covering the risks of bodily injury (including death) and property damage, including coverage for contractual liability. The minimum limit for automobile liability is $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage. 3.8.3 Professional Liability Errors and Omissions—Provide a policy with coverage of not less than $1 million per claim/$2 million general aggregate. 3.8.4 The insurance required must be issued by an insurance company/ies authorized to do business within the state of Washington, and must name HCA and the state of Washington. its agents and employees as additional insured's under any Commercial General and/or Business Automobile Liability policy/ies. All policies must be primary to any other valid and collectable insurance. In the event of cancellation, non-renewal, revocation or other termination of any insurance coverage required by this Contract, Contractor must provide written notice of such to HCA within one (1) Business Day of Contractor's receipt of such notice. Failure to buy and maintain the required insurance may, at HCA's sole option, result in this Contract's termination. Upon request. Contractor must submit to HCA a certificate of insurance that outlines the coverage and limits defined in the Insurance section. If a certificate of insurance is requested. Contractor must submit renewal certificates as appropriate during the term of the contract. 3.8.5 The Receiving Party certifies that it is self-insured. is a member of a risk pool. or maintains the types and amounts of insurance identified above and will provide certificates of insurance to that effect to HCA upon request. Upon request Contractor must submit to HCA a certificate of insurance that outlines the coverage and limits defined in the Insurance section. If a certificate of insurance is requested, Contractor must submit renewal certificates as appropriate during the term of the contract. 3.8.6 Privacy Breach Response Coverage Contractor must maintain insurance to cover costs incurred in connection with a Breach, or potential Breach. including: 3.8.6.1- Computer forensics assistance to assess the impact of the Breach or potential Breach. determine root cause, and help determine whether and Washington State 12 Opioid Treatment Network Health Care Authority HCA Contract#K4868 DocuSign Engip ptN4 NEb165-4115-8779-9843A977E390 the extent to which notification must be provided to comply with Breach notification laws. 3.8.6.2 Notification and call center services for individuals affected by a Breach. 3,8.6.3 Breach resolution and mitigation services for individuals affected by a Breach, including fraud prevention, credit monitoring and identity theft assistance. 3.8.6.4 Regulatory defense, fines and penalties from any claim in the form of a regulatory proceeding resulting from a violation of any applicable privacy or security law(s) or regulation(s). The policy must be maintained for the term of this Agreement and three (3) years following its termination. 4. GENERAL TERMS AND CONDITIONS 4.1 ACCESS TO DATA In compliance with RCW 39.26.180 (2) and federal rules,. the Contractor must provide access to any data generated under this Contract to HCA, the Joint Legislative Audit and Review Committee. the State Auditor, and any other state or federal officials so authorized by law, rule, regulation, or agreement at no additional cost. This includes access to all information that supports the findings, conclusions. and recommendations of the Contractor's reports, including computer models and methodology for those models. 4.2 ADVANCE PAYMENT PROHIBITED No advance payment will be made for services furnished by the Contractor pursuant to this Contract 4.3 AMENDMENTS This Contract may be amended by mutual agreement of the parties. Such amendments will not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 4.4 ASSIGNMENT 4.4.1 Contractor may not assign or transfer all or any portion of this Contract or any of its rights hereunder, or delegate any of its duties hereunder. except delegations as set forth in Section 4.36, Subcontracting, without the prior written consent of HCA Any permitted assignment will not operate to relieve Contractor of any of its duties and obligations hereunder, nor will such assignment affect any remedies available to HCA that may arise from any breach of the provisions of this Contract or warranties made herein, including but not limited to, rights of setoff. Any attempted assignment, Washington State 13 Opioid Treatment Network HCA Contract#K4868 Health Care Authority DocuSign Enyejpij i K 1A¢QNE 165-4115-8779-9g43A977E390 transfer or delegation in contravention of this Subsection 4.4.1 of the Contract will be null and void. 4.4.2 HCA may assign this Contract to any public agency, commission, board, or the like, within the political boundaries of the State of Washington, with written notice of thirty (30) calendar days to Contractor. 4.4,3 This Contract will inure to the benefit of and be binding on the parties hereto and their permitted successors and assigns. 4.5 ATTORNEYS' FEES In the event of litigation or other action brought to enforce the terms of this Contract, each party agrees to bear its own attorneys' fees and costs. 4.6 CHANGE IN STATUS In the event of any substantive change in its legal status, organizational structure, or fiscal reporting responsibility, Contractor will notify HCA of the change. Contractor must provide notice as soon as practicable, but no later than thirty (30) calendar days after such a change takes effect. 4.7 CONFIDENTIAL INFORMATION PROTECTION 4.7.1 Contractor acknowledges that some of the material and information that may come into its possession or knowledge in connection with this Contract or its performance may consist of Confidential Information Contractor agrees to hold Confidential Information in strictest confidence and not to make use of Confidential Information for any purpose other than the performance of this Contract. to release it only to authorized employees or Subcontractors requiring such information for the purposes of carrying out this Contract, and not to release. divulge, publish, transfer. sell, disclose, or otherwise make the information known to any other party without HCA's express written consent or as provided by law. Contractor agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to Confidential Information (See Attachment 1: Confidential Information Security Requirements). 4.7.2 Contractors that come into contact with Protected Health Information may be required to enter into a Business Associate Agreement with HCA in compliance with the requirements of 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). 4.7.3 HCA reserves the right to monitor. audit, or investigate the use of Confidential Information collected, used, or acquired by Contractor through this Contract. Violation of this section by Contractor or its Subcontractors may result in termination Washington State 14 Opio+d Treatment Network Health Care Authority HCA Contract#K4868 DocuSign En/11"i1 t )f 6SCS65.4115-8779-9843A977E396 of this Contract and demand for return of all Confidential Information, monetary damages, or penalties 4.7.4 The obligations set forth in this Section will survive completion, cancellation. expiration, or termination of this Contract. 4.8 CONFIDENTIAL INFORMATION SECURITY The federal government, including the Centers for Medicare and Medicaid Services (CMS), and the State of Washington all maintain security requirements regarding privacy. data access, and other areas. Contractor is required to comply with the Confidential Information Security Requirements set out in Attachment 1 to this Contract and appropriate portions of the Washington OCIO Security Standard, 141.10 (https//ocio.wa.gov/policiest 141-securinginformation-technology-assets/14110-securing_ information-technology-assets). 4.9 CONFIDENTIAL INFORMATION BREACH— REQUIRED NOTIFICATION 4.9.1 Contractor must notify the HCA Privacy Officer(PrivacvOfficer_c^r hca wa.gov) within five Business Days of discovery of any Breach or suspected Breach of Confidential Information. 4.9.2 Contractor will take steps necessary to mitigate any known harmful effects of such unauthorized access including, but not limited to, sanctioning employees and taking steps necessary to stop further unauthorized access. Contractor agrees to indemnify and hold HCA harmless for any damages related to unauthorized use or disclosure of Confidential Information by Contractor. its officers directors, employees, Subcontractors or agents. 4.9.3 If notification of the Breach or possible Breach must(in the judgment of HCA) be made under the HIPAA Breach Notification Rule. or RCW 42.56.590 or RCW 19.255.010, or other law or rule. then: 4.9.3.1 HCA may choose to make any required notifications to the individuals, to the U.S. Department of Health and Human Services Secretary (DHHS) Secretary, and to the media, or direct Contractor to make them or any of them. 4.9.3.2 In any case, Contractor will pay the reasonable costs of notification to individuals. media. and governmental agencies and of other actions HCA Washington State 15 Opioid Treatment Network Health Care Authority HCA Contract#K4868 DocuSign E el5i5t dip ilkEgt65-4115-8779-9843A977E390 reasonably considers appropriate to protect HCA clients (such as paying for regular credit watches in some cases). 4.9.3.3 Contractor will compensate HCA clients for harms caused to them by any Breach or possible Breach. 4.9.4 Any breach of this clause may result in termination of the Contract and the demand for return or disposition (Attachment 1, Section 6) of all Confidential Information. 4.9.5 Contractor's obligations regarding Breach notification survive the termination of this Contract and continue for as long as Contractor maintains the Confidential Information and for any breach or possible breach at any time. 4.10 CONTRACTOR'S PROPRIETARY INFORMATION Contractor acknowledges that HCA is subject to chapter 42.56 RCW, the Public Records Act. and that this Contract will be a public record as defined in chapter 42.56 RCW. Any specific information that is claimed by Contractor to be Proprietary Information must be clearly identified as such by Contractor. To the extent consistent with chapter 42.56 RCW. HCA will maintain the confidentiality of Contractor's information in its possession that is marked Proprietary. If a public disclosure request is made to view Contractor's Proprietary Information.. HCA will notify Contractor of the request and of the date that such records will be released to the requester unless Contractor obtains a court order from a court of competent jurisdiction enjoining that disclosure. If Contractor fails to obtain the court order enjoining disclosure. HCA will release the requested information on the date specified. 4.11 COVENANT AGAINST CONTINGENT FEES Contractor warrants that no person or selling agent has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established agents maintained by the Contractor for the purpose of securing business. HCA will have the right, in the event of breach of this clause by the Contractor. to annul this Contract without liability or, in its discretion, to deduct from the contract price or consideration or recover by other means the full.amount of such commission, percentage. brokerage or contingent fee. 4.12 DEBARMENT By signing this Contract, Contractor certifies that it is not presently debarred, suspended, proposed for debarment, declared ineligible. or voluntarily excluded in any Washington State or Federal department or agency from participating in transactions (debarred). Contractor agrees to include the above requirement in any and all subcontracts into which it enters, and also agrees that it will not employ debarred individuals. Contractor must immediately notify HCA if. during the term of this Contract, Contractor becomes debarred. HCA may immediately terminate this Contract by providing Contractor written notice. if Contractor becomes debarred during the term hereof. Washington State 16 Opioid Treatment Network Health Care Authority HCA Contract#K4868 DocuSign Eny grit l E,g,16s 4115-8779-9843A977E390 4.13 DISPUTES The parties will use their best, good faith efforts to cooperatively resolve disputes and problems that arise in connection with this Contract. Both parties will continue without delay to carry out their respective responsibilities under this Contract while attempting to resolve any dispute. When a genuine dispute arises between HCA and the Contractor regarding the terms of this Contract or the responsibilities imposed herein and it cannot be resolved between the parties' Contract Managers. either party may initiate the following dispute resolution process. 4.13.1 The initiating party will reduce its description of the dispute to writing and deliver it to the responding party (email acceptable). The responding party will respond in writing within five (5) Business Days (email acceptable). If the initiating party is not satisfied with the response of the responding party. then the initiating party may request that the HCA Director review the dispute. Any such request from the initiating party must be submitted in writing to the HCA Director within five (5) Business Days after receiving the response of the responding party. The HCA Director will have sole discretion in determining the procedural manner in which he or she will review the dispute. The HCA Director will inform the parties in writing within five (5) Business Days of the procedural manner in which he or she will review the dispute, including a timeframe in which he or she will issue a written decision. 4.13.2 A party's request for a dispute resolution must: 4.13.2.1 Be in writing; 4.13.2.2 Include a written description of the dispute; 4.13.2.3 State the relative positions of the parties and the remedy sought: 4.13 2.4 State the Contract Number and the names and contact information for the parties; 4.13,3 This dispute resolution process constitutes the sole administrative remedy available under this Contract. The parties agree that this resolution process will precede any action in a judicial or quasi-judicial tribunal. 4.14 ENTIRE AGREEMENT HCA and Contractor agree that the Contract is the complete and exclusive statement of the agreement between the parties relating to the subject matter of the Contract and supersedes all letters of intent or prior contracts. oral or written, between the parties relating to the subject matter of the Contract, except as provided in Section 4.43 Warranties. Washington State 17 Opioid Treatment Network HCA Contract#K4868 Health Care Authority DocuSign ErtitypgEr 165-4115-8779-9843A977E390 4.15 FEDERAL FUNDING ACCOUNTABILITY&TRANSPARENCY ACT (FFATA) 4.15.1 This Contract is supported by federal funds that require compliance with the Federal Funding Accountability and Transparency Act(FFATA or the Transparency Act). The purpose of the Transparency Act is to make information available online so the public can see how federal funds are spent. 4.15.2 To comply with the act and be eligible to enter into this Contract, Contractor must have a Data Universal Numbering System (DUNS®) number. A DUNS®number provides a method to verify data about your organization. If Contractor does not already have one, a DUNS®number is available free of charge by contacting Dun and Bradstreet at www.dnb.com. 4.15.3 Information about Contractor and this Contract will be made available on www.uscontractorregistration.com by HCA as required by P.L. 109-282. HCA's Attachment 3: Federal Funding Accountability and Transparency Act Data Collection Form, is considered part of this Contract and must be completed and returned along with the Contract. 4.16 FORCE MAJEURE A party will not be liable for any failure of or delay in the performance of this Contract for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event. 4.17 FUNDING WITHDRAWN, REDUCED OR LIMITED If HCA determines in its sole discretion that the funds it relied upon to establish this Contract have been withdrawn. reduced or limited. or if additional or modified conditions are placed on such funding after the effective date of this contract but prior to the normal completion of this Contract. then HCA, at its sole discretion, may: 4.17.1 Terminate this Contract pursuant to Section 4.40,3, Termination for Non-Allocation of Funds: 4.17.2 Renegotiate the Contract under the revised funding conditions; or 4.17.3 Suspend Contractor's performance under the Contract upon five (5) Business Days advance written notice to Contractor. HCA will use this option only when HCA determines that there is reasonable likelihood that the funding insufficiency may be resolved in a timeframe that would allow Contractor's performance to be resumed prior to the normal completion date of this Contract. Washington State 18 Opioid Treatment Network Health Care Authonty HCA Contract#K4868 DocuSign Enopt I V LJ Fkij 65-41 15-8779-9643A977E390 4.17.3.1 During the period of suspension of performance, each party will inform the other of any conditions that may reasonably affect the potential for resumption of performance. 4,17.3.2 When HCA determines in its sole discretion that the funding insufficiency is resolved, it will give Contractor written notice to resume performance. Upon the receipt of this notice, Contractor will provide written notice to HCA informing HCA whether it can resume performance and, if so, the date of resumption. For purposes of this subsection, "written notice" may include email. 4.17.3.3 If the Contractor's proposed resumption date is not acceptable to HCA and an acceptable date cannot be negotiated, HCA may terminate the contract by giving written notice to Contractor. The parties agree that the Contract will be terminated retroactive to the date of the notice of suspension. HCA will be liable only for payment in accordance with the terms of this Contract for services rendered prior to the retroactive date of termination. 4.18 GOVERNING LAW This Contract is governed in all respects by the laws of the state of Washington., without reference to conflict of law principles. The jurisdiction for any action hereunder is exclusively in the Superior Court for the state of Washington, and the venue of any action hereunder is in the Superior Court for Thurston County, Washington. Nothing in this Contract will be construed as a waiver by HCA of the State's immunity under the 11th Amendment to the United States Constitution. 4.19 INDEMNIFICATION Contractor must defend, indemnify, and save HCA harmless from and against all claims, including reasonable attorneys' fees resulting from such claims, for any or all injuries to persons or damage to property, or Breach of its confidentiality and notification obligations under Section 4.8 Confidential Information Protection and Section 4.9 Confidentiality Breach=Required Notification. arising from intentional or negligent acts or omissions of - - Contractor, its officers. employees, or agents. or Subcontractors, their officers. employees, or agents, in the performance of this Contract. 4.20 INDEPENDENT CAPACITY OF THE CONTRACTOR The parties intend that an independent contractor relationship will be created by this Contract. Contractor and its employees or agents performing under this Contract are not employees or agents of HCA. Contractor will not hold itself out as or claim to be an officer or employee of HCA or of the State of Washington by reason hereof. nor will Contractor make any claim of right, privilege or benefit that would accrue to such employee under law. Conduct and control of the work will be solely with Contractor. Washington State 19 Opioid Treatment Network Health Care Authority HCA Contract#K4868 DocuSign EnArp 7.OQECF6185-4'115-8779-9843Ag77E390 4.21 INDUSTRIAL INSURANCE COVERAGE Prior to performing work under this Contract, Contractor must provide or purchase industrial insurance coverage for the Contractor's employees, as may be required of an "employer" as defined in Title 51 ROW. and must maintain full compliance with Title 51 RCW during the course of this Contract. 4.22 LEGAL AND REGULATORY COMPLIANCE 4.22.1 During the term of this Contract, Contractor must comply with all local, state, and federal licensing. accreditation and registration requirements/standards, necessary for the performance of this Contract and all other applicable federal. state and local laws, rules, and regulations. 4.22.2 While on the HCA premises, Contractor must comply with HCA operations and process standards and policies (e.g.. ethics, Internet/ email usage. data. network and building security, harassment, as applicable). HCA will make an electronic copy of all such policies available to Contractor 4.22.3 Failure to comply with any provisions of this section may result in Contract termination. 4.23 LIMITATION OF AUTHORITY Only the HCA Authorized Representative has the express, implied, or apparent authority to alter.. amend, modify, or waive any clause or condition of this Contract. Furthermore, any alteration, amendment. modification. or waiver or any clause or condition of this Contract is not effective or binding unless made in writing and signed by the HCA Authorized Representative. 4.24 NO THIRD-PARTY BENEFICIARIES HCA and Contractor are the only parties to this contract. Nothing in this Contract gives or is intended to give any benefit of this Contract to any third parties. 4.25 NONDISCRIMINATION During the performance of this Contract. the Contractor must comply with all federal and state nondiscrimination laws, regulations and policies. including but not limited to: Title VII of the Civil Rights Act, 42 U S.C. §12101 et seq : the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. §12101 et seq., 28 CFR Part 35; and Title 49.60 ROW, Washington Law Against Discrimination. In the event of Contractor's noncompliance or refusal to comply with any nondiscrimination law. regulation or policy, this Contract may be rescinded, canceled. or terminated in whole or in part under the Termination for Default sections, and Contractor may be declared ineligible for further contracts with HCA. Washington State 20 Oploid Treatment Network Health Care Authority HCA Contract#K4868 DocuSign EnA g..(p,.5gtkEI165-4115-8779-9843A977E390 4.26 OVERPAYMENTS TO CONTRACTOR In the event that overpayments or erroneous payments have been made to the Contractor under this Contract, HCA will provide written notice to Contractor and Contractor will refund the full amount to HCA within thirty (30) calendar days of the notice. If Contractor fails to make timely refund, HCA may charge Contractor one percent(1%) per month on the amount due., until paid in full. If the Contractor disagrees with HCA's actions under this section, then it may invoke the dispute resolution provisions of Section 4.13 Disputes. 4.27 PAY EQUITY 4.27.1 Contractor represents and warrants that, as required by Washington state law (Engrossed House Bill 1109, Sec. 211), during the term of this Contract, it agrees to equality among its workers by ensuring similarly employed individuals are compensated as equals. For purposes of this provision, employees are similarly employed if(i) the individuals work for Contractor, (ii) the performance of the job requires comparable skill, effort, and responsibility, and (iii) the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. 4.27.2 Contractor may allow differentials in compensation for its workers based in good faith on any of the following: (i) a seniority system; (ii) a merit system; (iii) a system that measures earnings by quantity or quality of production. (iv) bona fide job- related factor(s); or(v) a bona fide regional difference in compensation levels. 4.27.3 Bona fide job-related factor(s)" may include, but riot be limited to, education, training, or experience, that is: (i) consistent with business necessity: (ii) not based on or derived from a gender-based differential; and (iii) accounts for the entire differential. 4.27.4 A 'bona fide regional difference in compensation level" must be (i) consistent with business necessity; (ii) not based on or derived from a gender-based differential; and (iii) account for the entire differential. 4.27.5 Notwithstanding any provision to the contrary, upon breach of warranty and Contractor's failure to provide satisfactory evidence of compliance within thirty (30) Days of HCA's request for such evidence. HCA may suspend or terminate this Contract_ 4.28 PUBLICITY 4.28.1 The award of this Contract to Contractor is not in any way an endorsement of Contractor or Contractor's Services by HCA and must not be so construed by Contractor in any advertising or other publicity materials. Washington State 21 ORioid Treatment Network Health Care Authority HCA Contract#K4868 DocuSign EnAeitK iQabt65-4115-8779-9843A977E390 4.28.2 Contractor agrees to submit to HCA. all advertising. sales promotion, and other publicity materials relating to this Contract or any Service furnished by Contractor in which HCA's name is mentioned. language is used. or Internet links are provided from which the connection of HCA's name with Contractor's Services may, in HCA's judgment. be inferred or implied. Contractor further agrees not to publish or use such advertising, marketing, sales promotion materials. publicity or the like through print, voice, the Web, and other communication media in existence or hereinafter developed without the express written consent of HCA prior to such use. 4.29 RECORDS AND DOCUMENTS REVIEW 4.29.1 The Contractor must maintain books. records, documents, magnetic media, receipts, invoices or other evidence relating to this Contract and the performance of the services rendered, along with accounting procedures and practices, all of which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Contract. At no additional cost. these records. including materials generated under this Contract. are subject at all reasonable times to inspection, review, or audit by HCA, the Office of the State Auditor, and state and federal officials so authorized by law, rule, regulation, or agreement [See 42 USC 1396a(a)(27)(B); 42 USC 1396a(a)(37)(B), 42 USC 1396a(a)(42(A), 42 CFR 431, Subpart Q; and 42 CFR 447.202]. 4.29.2 The Contractor must retain such records for a period of six (6) years after the date of final payment under this Contract. 4.29.3 If any litigation, claim or audit is started before the expiration of the six (6) year period, the records must be retained until all litigation. claims, or audit findings involving the records have been resolved. 4.30 REMEDIES NON-EXCLUSIVE The remedies provided in this Contract are not exclusive, but are in addition to all other remedies available under law. 4.31 RIGHT OF INSPECTION The Contractor must provide right of access to its facilities to HCA, or any of its officers, or to any other authorized agent or official of the state of Washington or the federal government. at all reasonable times, in order to monitor and evaluate performance, compliance. and/or quality assurance under this Contract. 4.32 RIGHTS IN DATA/OWNERSHIP 4.32.1 HCA and Contractor agree that all data and work products (collectively'Work Product") produced pursuant to this Contract will be considered a work for hire under the U.S. Copyright Act, 17 U.S.C. §101 et seq, and will be owned by HCA. Washington State 22 Opioid Treatment Network Health Care AuthorityHCA Contract#K4868 DocuSign EnKe{e ,lE IV U IECS;65-4115-8779-9843A977E390 Contractor is hereby commissioned to create the Work Product. Work Product includes. but is not limited to, discoveries, formulae, ideas, improvements, inventions, methods, models, processes, techniques, findings, conclusions: recommendations, reports, designs, plans. diagrams. drawings, Software. databases, documents, pamphlets, advertisements, books, magazines, surveys, studies. computer programs. films. tapes, and/or sound reproductions, to the extent provided by law. Ownership includes the right to copyright, patent, register and the ability to transfer these rights and all information used to formulate such Work Product. 4.32.2 If for any reason the Work Product would not be considered a work for hire under applicable law, Contractor assigns and transfers to HCA, the entire right, title and interest in and to all rights in the Work Product and any registrations and copyright applications relating thereto and any renewals and extensions thereof. 4.32.3 Contractor will execute all documents and perform such other proper acts as HCA may deem necessary to secure for HCA the rights pursuant to this section. 4.32.4 Contractor will not use or in any manner disseminate any Work Product to any third party. or represent in any way Contractor ownership of any Work Product, without the prior written permission of HCA. Contractor will take all reasonable steps necessary to ensure that its agents, employees, or Subcontractors will not copy or disclose, transmit or perform any Work Product or any portion thereof, in any form, to any third party. 4.32.5 Material that is delivered under this Contract, but that does not originate therefrom ("Preexisting Material"), must be transferred to HCA with a nonexclusive, royalty- free, irrevocable license to publish, translate, reproduce, deliver, perform, display, and dispose of such Preexisting Material. and to authorize others to do so. Contractor agrees to obtain. at its own expense, express written consent of the copyright holder for the inclusion of Preexisting Material. HCA will have the right to modify or remove any restrictive markings placed upon the Preexisting Material by Contractor. 4.32.6 Contractor must identify all Preexisting Material when it is delivered under this Contract and must advise HCA of any and all known or potential infringements of publicity, privacy or of intellectual property affecting any Preexisting Material at the time of delivery of such Preexisting Material. Contractor must provide HCA with prompt written notice of each notice or claim of copyright infringement or infringement of other intellectual property right worldwide received by Contractor with respect to any Preexisting Material delivered under this Contract. Washington State 23 Opioid Treatment Network HCA Contract#K4868 Health Care Authorty DocuSign Enye i�Lab(j E;.Qt65-4115-8779-9843A977E390 4.33 RIGHTS OF STATE AND FEDERAL GOVERNMENTS In accordance with 45 C.F.R. 95.617, all appropriate state and federal agencies; including but not limited to the Centers for Medicare and Medicaid Services(CMS), will have a royalty-free, nonexclusive; and irrevocable license to reproduce, publish; translate, or otherwise use. and to authorize others to use for Federal Government purposes: (i) software, modifications, and documentation designed, developed or installed with Federal Financial Participation (FFP) under 45 CFR Part 95. subpart F, (ii) the Custom Software and modifications of the Custom Software. and associated Documentation designed, developed, or installed with FFP under this Contract: (iii) the copyright in any work developed under this Contract; and (iv) any rights of copyright to which Contractor purchases ownership under this Contract. 4.34 SEVERABILITY If any provision of this Contract or the application thereof to any person(s) or circumstances is held invalid. such invalidity will not affect the other provisions or applications of this Contract that can be given effect without the invalid provision, and to this end the provisions or application of this Contract are declared severable. 4.35 SITE SECURITY While on HCA premises. Contractor, its agents, employees, or Subcontractors must conform in all respects with physical, fire or other security policies or regulations. Failure to comply with these regulations may be grounds for revoking or suspending security access to these facilities. HCA reserves the right and authority to immediately revoke security access to Contractor staff for any real or threatened breach of this provision. Upon reassignment or termination of any Contractor staff. Contractor agrees to promptly notify HCA. 4.36 SUBCONTRACTING 4.36.1 Neither Contractor. nor any Subcontractors, may enter into subcontracts for any of the work contemplated under this Contract without prior written approval of HCA. HCA has sole discretion to determine whether or not to approve any such subcontract. In no event will the existence of the subcontract operate to release or reduce the liability of Contractor to HCA for any breach in the performance of Contractor's duties. 4.36.2 Contractor is responsible for ensuring that all terms, conditions, assurances and certifications set forth in this Contract are included in any subcontracts. 4.36.3 If at any time during the progress of the work HCA determines in its sole judgment that any Subcontractor is incompetent or undesirable. HCA will notify Contractor. and Contractor must take immediate steps to terminate the Subcontractor's involvement in the work. Washington State 24 Opioid Treatment Network Health Care Author fy HCA Contract#K4868 DocuSign EnAlppti(L§ggppF �t65-4115-8779-9843A977E390 UlA 4.36.4 The rejection or approval by the HCA of any Subcontractor or the termination of a Subcontractor will not relieve Contractor of any of its responsibilities under the Contract. nor be the basis for additional charges to HCA. 4.36.5 HCA has no contractual obligations to any Subcontractor or vendor under contract to the Contractor. Contractor is fully responsible for all contractual obligations, financial or otherwise. to its Subcontractors. 4.37 SUBRECIPIENT 4.37.1 General If the Contractor is a subrecipient (as defined in 45 CFR 75.2 and 2 CFR 200.93) of federal awards., then the Contractor, in accordance with 2 CFR 200.501 and 45 CFR 75.501, shall: 4.37.1.1 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: 4.37.1.2 Maintain internal controls that provide reasonable assurance that the Contractor 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: 4.37.1.3 Prepare appropriate financial statements. including a schedule of expenditures of federal awards; 4.37.1,4 Incorporate OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501 audit requirements into all agreements between the Contractor and its Subcontractors who are subrecipients. 4.37.1.5 Comply with any future amendments to OMB Super Circular 2 CFR .200.501 and 45,CFR 75.501 and any successor or replacement Circular_ or regulation; 4.37.1.6 Comply with the applicable requirements of OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501 and any future amendments to OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501, and any successor or replacement Circular or regulation; and 4.37.1.7 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. 28 C.F.R. Part 42, Subparts C.D.E. and G. and 28 C.F.R. Part 35 and 39. Washington State 25 Opioid Treatment Network HCA Contract#K4868 Health Care Authonty DocuStgn EnAOGL Kggq(jFVEd65-4115-8779-9843A977E390 (Go to http.//oip.gov/about/offices/ocr.htm for additional information and access to the aforementioned Federal laws and regulations.) 4.37.2 Single Audit Act Compliance If the Contractor is a subrecipient and expends $750,000 or more in federal awards from any and/or all sources in any fiscal year. the Contractor will procure and pay for a single audit or a program-specific audit for that fiscal year. Upon completion of each audit, the Contractor will: 4.37.2.1 Submit to the Authority contact person the data collection form and reporting package specified in OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501, reports required by the program-specific audit guide (if applicable), and a copy of any management letters issued by the auditor: 4.37.2.2 Follow-up and develop corrective action for all audit findings: in accordance with OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501, prepare a "Summary Schedule of Prior Audit Findings." 4.37.3 Overpayments 4.37.3.1 If it is determined by HCA. or during the course of a required audit, that Contractor has been paid unallowable costs under this or any Program Agreement, Contractor will refund the full amount to HCA as provided in Section 4.26 Overpayments to Contractors. 4.38 SURVIVAL The terms and conditions contained in this Contract that, by their sense and context are intended to survive the completion, cancellation. termination, or expiration of the Contract will survive. In addition, the terms of the sections titled Confidential Information Protection, Confidential Information Breach— Required Notification, Contractor's Proprietary Information, Disputes, Overpayments to Contractor, Publicity, Records and Documents Review, Rights in Data/Ownership, and Rights of State and Federal Governments will survive the termination of this Contract. The right of HCA to recover any overpayments will-also survive-the termination of this Contract. 4.39 TAXES HCA will pay sales or use taxes, if any, imposed on the services acquired hereunder. Contractor must pay all other taxes including, but not limited to, Washington Business and Occupation Tax. other taxes based on Contractor's income or gross receipts. or personal property taxes levied or assessed on Contractor's personal property. HCA, as an agency of Washington State government, is exempt from property tax. Contractor must complete registration with the Washington State Department of Revenue and be responsible for payment of all taxes due on payments made under this Contract. Washington State 26 Opioid Treatment Network Health Care Authority HCA Contract#K4868 DocuSign EnXej 1p Nt515VfQ165-4115-8779-9843A977E390 4.40 TERMINATION 4.40.1 TERMINATION FOR DEFAULT In the event HCA determines that Contractor has failed to comply with the terms and conditions of this Contract, HCA has the right to suspend or terminate this Contract. HCA will notify Contractor in writing of the need to take corrective action. If corrective action is not taken within five (5) Business Days, or other time period agreed to in writing by both parties, the Contract may be terminated. HCA reserves the right to suspend all or part of the Contract. withhold further payments. or prohibit Contractor from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by Contractor or a decision by HCA to terminate the Contract. In the event of termination for default. Contractor will be liable for damages as authorized by law including, but not limited to, any cost difference between the original Contract and the replacement or cover Contract and all administrative costs directly related to the replacement Contract, e.g., cost of the competitive bidding, mailing, advertising, and staff time. If it is determined that Contractor: (i) was not in default, or (ii) its failure to perform was outside of its control. fault or negligence. the termination will be deemed a "Termination for Convenience.' 4.40.2 TERMINATION FOR CONVENIENCE When, at HCA's sole discretion. it is in the best interest of the State. HCA may terminate this Contract in whole or in part by providing ten (10) calendar days' written notice. If this Contract is so terminated. HCA will be liable only for payment in accordance with the terms of this Contract for services rendered prior to the effective date of termination. No penalty will accrue to HCA in the event the termination option in this section is exercised. 4.40.3 TERMINATION FOR NONALLOCATION OF FUNDS. If funds are not allocated to continue this Contract in any future period. HCA may immediately terminate this Contract by providing written notice to the Contractor. The termination will be effective on the date specified in the termination notice. HCA will be liable only for payment in accordance with the terms of this Contract for services rendered prior to the effective date of termination. HCA agrees to notify Contractor of such nonallocation at the earliest possible time. No penalty will accrue to HCA in the event the termination option in this section is exercised. 4.40.4 TERMINATION FOR WITHDRAWAL OF AUTHORITY Washington State 27 Op!oid Treatment Network HCA Contract#K4868 Health Care Authority DocuSign Er pitIME6165-4115-8779-9843A977E390 In the event that the authority of HCA to perform any of its duties is withdrawn, reduced, or limited in any way after the commencement of this Contract and prior to normal completion, HCA may immediately terminate this Contract by providing written notice to the Contractor. The termination will be effective on the date specified in the termination notice. HCA will be liable only for payment in accordance with the terms of this Contract for services rendered prior to the effective date of termination. HCA agrees to notify Contractor of such withdrawal of authority at the earliest possible time. No penalty will accrue to HCA in the event the termination option in this section is exercised. 4.40.5 TERMINATION FOR CONFLICT OF INTEREST HCA may terminate this Contract by written notice to the Contractor if HCA determines, after due notice and examination, that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW, or any other laws regarding ethics in public acquisitions and procurement and performance of contracts. In the event this Contract is so terminated HCA will be entitled to pursue the same remedies against the Contractor as it could pursue in the event Contractor breaches the contract. 4.41 TERMINATION PROCEDURES 4.41.1 Upon termination of this Contract. HCA. in addition to any other rights provided in this Contract, may require Contractor to deliver to HCA any property specifically produced or acquired for the performance of such part of this Contract as has been terminated. 4.41.2 HCA will pay Contractor the agreed-upon price, if separately stated. for completed work and services accepted by HCA and the amount agreed upon by the Contractor and HCA for(i) completed work and services for which no separate price is stated: (ii) partially completed work and services; (iii) other property or services that are accepted by HCA; and (iv) the protection and preservation of property, unless the termination is for default, in which case HCA will determine the extent of the liability. - Failure to agree with such determination will be a dispute within the meaning of - Section 4.13 Disputes. HCA may withhold from any amounts due the Contractor such sum as HCA determines to be necessary to protect HCA against potential loss or liability. 4.41.3 After receipt of notice of termination. and except as otherwise directed by HCA.. Contractor must: Washington State 28 Opioid Treatment Network Health Care Authority HCA Contract#K4868 DocuSign EnXejpit kmE,Q165-4115-8779-9843A977E390 4.41.3.1 Stop work under the Contract on the date of, and to the extent specified in, the notice; 4.41.3.2 Place no further orders or subcontracts for materials, services. or facilities except as may be necessary for completion of such portion of the work under the Contract that is not terminated, 4.41.3.3 Assign to HCA. in the manner, at the times, and to the extent directed by HCA, all the rights, title, and interest of the Contractor under the orders and subcontracts so terminated: in which case HCA has the right. at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts: 4.41.3.4 Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of HCA to the extent HCA may require. which approval or ratification will be final for all the purposes of this clause. 4.41 3.5 Transfer title to and deliver as directed by HCA any property required to be furnished to HCA; 4.41.3.6 Complete performance of any part of the work that was not terminated by HCA: and 4.41.3.7 Take such action as may be necessary. or as HCA may direct. for the protection and preservation of the records related to this Contract that are in the possession of the Contractor and in which HCA has or may acquire an interest. 4.42 WAIVER Waiver of any breach of any term or condition of this Contract will not be deemed a waiver of any prior or subsequent breach or default. No term or condition of this Contract will be held to be waived, modified, or deleted except by a written instrument signed by the parties. Only the HCA Authorized Representative has the authority to waive any term or condition of this Contract on behalf of HCA. 4.43 WARRANTIES 4.43.1 Contractor represents and warrants that it will perform all services pursuant to this Contract in a professional manner and with high quality and will immediately re- perform any services that are not in compliance with this representation and warranty at no cost to HCA. 4.43.2 Contractor represents and warrants that it will comply with all applicable local. State. and federal licensing, accreditation and registration requirements and standards necessary in the performance of the Services. Washington State 29 Opioid Treatment Network HCA Contract#K4868 Health Care Authority DocuSign Eryyppqt.r5(j6Qj3 Eg165-4115-8779-9843A977E390 4.43.3 Any written commitment by Contractor within the scope of this Contract will be binding upon Contractor. Failure of Contractor to fulfill such a commitment may constitute breach and will render Contractor liable for damages under the terms of this Contract. For purposes of this section. a commitment by Contractor includes: (i) Prices, discounts, and options committed to remain in force over a specified period of time: and (ii) any warranty or representation made by Contractor to HCA or contained in any Contractor publications, or descriptions of services in written or other communication medium, used to influence HCA to enter into this Contract. Washington State 30 Ooioid Treatment Network Health Care Authority HCA Contract#K4868 DocuSlgn En 1pritIgigApj,GFA'165-4115-8779-9843A977E390 Attachment 1 Confidential Information Security Requirements 1. Definitions In addition to the definitions set out in Section 2 of this Contract K4868 for Opioid Treatment Network Services, the definitions below apply to this Attachment. a. Hardened Password" means a string of characters containing at least three of the following character classes: upper case letters; lower case letters; numerals; and special characters, such as an asterisk, ampersand or exclamation point. i. Passwords for external authentication must be a minimum of 10 characters long. ii. Passwords for internal authentication must be a minimum of 8 characters long. iii. Passwords used for system service or service accounts must be a minimum of 20 characters long. b. "Portable/Removable Media" means any Data storage device that can be detached or removed from a computer and transported, including but not limited to: optical media (e.g. CDs. DVDs); USB drives; or flash media (e.g. CompactFlash. SD. MMC). c. "Portable/Removable Devices" means any small computing device that can be transported. including but not limited to: handhelds/PDAs/Smartphones; Ultramobile PC's, flash memory devices (e.g. USB flash drives, personal media players); and laptops/notebook/tablet computers. If used to store Confidential Information, devices should be Federal Information Processing Standards (FIPS) Level 2 compliant. d "Secured Area means an area to which only Authorized Users have access. Secured Areas may include buildings. rooms, or locked storage containers (such as a filing cabinet) within a room, as long as access to the Confidential Information is not available to unauthorized personnel. e - "Transmitting" means the transferring of data electronically, such as via-email, SFTP, webservices. AWS Snowball, etc. f. "Trusted System(s)" means the following methods of physical delivery: (1) hand-delivery by a person authorized to have access to the Confidential Information with written acknowledgement of receipt: (2) United States Postal Service ("USPS") first class mail, or USPS delivery services that include Tracking. such as Certified Mail. Express Mail or Registered Mail: (3) commercial delivery services (e.g. FedEx. UPS. DHL) which offer tracking and receipt confirmation; and (4)the Washington State Campus mail system. For electronic transmission. the Washington State Governmental Network (SGN) is a Trusted System for communications within that Network. Washington State 31 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Attachment 1 Confidential Information Security Requirements DocuSign Eropulp-4lb Etil665-4115-8779-9843A977E390 g. `Unique User ID" means a string of characters that identifies a specific user and which, in conjunction with a password, passphrase. or other mechanism, authenticates a user to an information system. 2. Confidential Information Transmitting a. When transmitting HCA's Confidential Information electronically, including via email, the Data must be encrypted using NIST 800-series approved algorithms (http llcsrc.nisi.gov/publicationslPubsSPs.html). This includes transmission over the public Internet. b. When transmitting HCA's Confidential Information via paper documents; the Receiving Party must use a Trusted System. 3. Protection of Confidential Information The Contractor agrees to store Confidential Information as described: a. Data at Rest: i. Data will be encrypted with NIST 800-series approved algorithms. Encryption keys will be stored and protected independently of the data. Access to the Data will be restricted to Authorized Users through the use of access control lists, a Unique User ID, and a Hardened Password, or other authentication mechanisms which provide equal or greater security, such as biometrics or smart cards. Systems which contain or provide access to Confidential Information must be located in an area that is accessible only to authorized personnel, with access controlled through use of a key, card key, combination lock. or comparable mechanism. ii. Data stored on Portable/Removable Media or Devices: • Confidential Information provided by HCA on Removable Media will be encrypted with NIST 800-series approved algorithms. Encryption keys will be stored and protected independently of the Data. • HCA's data must not be stored by the Receiving Party on Portable Devices-or Media unless specifically authorized within the Data Share Agreement. If so authorized, the Receiving Party must protect the Data by 1. Encrypting with NIST 800-series approved algorithms. Encryption keys will be stored and protected independently of the data: 2. Control access to the devices with a Unique User ID and Hardened Password or stronger authentication method such as a physical token or biometrics: 3. Keeping devices in locked storage when not in use; Washington State 32 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Attachment 1 Confidential information Security Requirements DocuSign EnvAr5e I V U I b 65-4115-8779-9843A977E390 4. Using check-in/check-out procedures when devices are shared: 5. Maintain an inventory of devices; and 6. Ensure that when being transported outside of a Secured Area, all devices with Data are under the physical control of an Authorized User. b. Paper documents. Any paper records containing Confidential Information must be protected by storing the records in a Secured Area that is accessible only to authorized personnel. When not in use, such records must be stored in a locked container, such as a file cabinet, locking drawer, or safe, to which only authorized persons have access. 4. Confidential Information Segregation HCA Confidential Information received under this Contract must be segregated or otherwise distinguishable from non-HCA data. This is to ensure that when no longer needed by the Contractor, all HCA Confidential Information can be identified for return or destruction It also aids in determining whether HCA Confidential Information has or may have been compromised in the event of a security Breach a. The HCA Confidential Information must be kept in one of the following ways: on media (e g. hard disk. optical disc, tape. etc.)which will contain only HCA Data; or ii. in a logical container on electronic media, such as a partition or folder dedicated to HCA's Data; or iii. in a database that will contain only HCA Data: or iv. within a database and will be distinguishable from non-HCA Data by the value of a specific field or fields within database records: or v. when stored as physical paper documents; physically segregated from non-HCA Data in a drawer. folder. or other container b. When it is not feasible or practical to segregate HCA Confidential Information from non- HCA data. then both the HCA Confidential Information and the non-HCA data with which it is commingled must be protected as described in this Attachment. 5. Confidential Information Shared with Subcontractors If HCA Confidential Information provided under this Contract is to be shared with a Subcontractor, the contract with the Subcontractor must include all of the Confidential Information Security Requirements. Washington State 33 Opioid Treatment Network Health Care Authonty HCA Contract#K4868 Attachment 1- Confidential Information Security Requ!rements OocuSignEny lEO?Er'E 165-4115-8779-9843A977E390 6. Confidential Information Disposition When the Confidential Information is no longer needed, except as noted below, the Confidential Information must be returned to HCA or destroyed. Media are to be destroyed using a method documented within NISI-800-88 (http://csrc.nist.gov/publications/PubsSPs.html). a. For HCA's Confidential Information stored on network disks, deleting unneeded Confidential Information is sufficient as long as the disks remain in a Secured Area and otherwise meet the requirements listed in Section 3, above. Destruction of the Confidential Information as outlined in this section of this Attachment may be deferred until the disks are retired. replaced, or otherwise taken out of the Secured Area. Washington State 34 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Attachment 1. Confidential Information Secunty Requirements DocuSign&optI5 EEV65-4115-8779-9843A977E390 ATTACHMENT 2 Federal Compliance, Certifications, and Assurances I. FEDERAL COMPLIANCE - The use of federal funds requires additional compliance and control mechanisms to be in place. The following represents the majority of compliance elements that may apply to any federal funds provided under this contract. For clarification regarding any of these elements or details specific to the federal funds in this contract, contact: Amy Dura. a. Source of Funds SOR II: This Contract is being funded partially or in full through Cooperative Contract number 1H79T1083286-01. the full and complete terms and provisions of which are hereby incorporated into this Contract. Federal funds to support this Contract are identified by the Catalog of Federal Domestic Assistance (CFDA) number 93.788 in the amount of$393,400. The Contractor or Subrecipient is responsible for tracking and reporting the cumulative amount expended under HCA Contract K4868. b. Penod of Availability of Funds SOR it Pursuant to 45 CFR 92.23. Contractor or Subrecipient may charge to the award only costs resulting from obligations of the funding period specified in 1H79T1083286-01 unless carryover of unobligated balances is permitted. in which case the carryover balances may be charged for costs resulting from obligations of the subsequent funding period. All obligations incurred under the award must be liquidated no later than 90 days after the end of the funding period. c. Single Audit Act: This section applies to subrecipients only. Subrecipient(including private. for-profit hospitals and non-profit institutions) shall adhere to the federal Office of Management and Budget (OMB) Super Circular 2 CFR200.501 and 45 CFR 75.501. A Subrecipient who expends $750.000 or more in federal awards during a given fiscal year shall have a single or program-specific audit for that year in accordance with the provisions of OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501. d. Modifications This Contract may not be modified or amended, nor may any term or provision be waived or discharged, including this particular Paragraph, except in writing, signed upon by both parties. 1. Examples of items requiring Health Care Authority prior written approval include, but are not limited to, the following: i. Deviations from the budget and Project plan. ii. Change in scope or objective of the Contract. iii. -Change in a key person specified in the Contract. - - iv. The absence for more than one (1) months or a 25% reduction in time by the Project Manager/Director. v. Need for additional funding. vi. Inclusion of costs that require prior approvals as outlined in the appropriate cost principles. vii. Any changes in budget line item(s) of greater than twenty percent (20%) of the total budget in this Contract. 2. No changes are to be implemented by the Sub-awardee until a written notice of approval is received from the Health Care Authority. e. Sub-Contracting:The Contractor or Subrecipient shall not enter into a sub-contract for any Washington State 35 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Attachment 2 Federal Compliance. Certifications. and Assurances Docusigr Enyciot 5NtbrE6165-4115-8779-9843A977E390 of the work performed under this Contract without obtaining the prior written approval of the Health Care Authority. If sub-contractors are approved by the Health Care Authority, the subcontract, shall contain, at a minimum, sections of the Contract pertaining to Debarred and Suspended Vendors, Lobbying certification, Audit requirements, and/or any other project Federal, state, and local requirements. f. Condition for Receipt of Health Care Authority Funds: Funds provided by Health Care Authority to the Contractor or Subrecipient under this Contract may not be used by the Contractor or Subrecipient as a match or cost-sharing provision to secure other federal monies without prior written approval by the Health Care Authority. g. Unallowable Costs The Contractor or Subrecipient's expenditures shall be subject to reduction for amounts included in any invoice or prior payment made which determined by HCA not to constitute allowable costs on the basis of audits, reviews, or monitoring of this Contract. h. Supplanting Compliance: SABG: If SABG funds support this Contract, the Block Grant will not be used to supplant State funding of alcohol and other drug prevention and treatment programs. (45 CFR section 96.123(a)(10)). i. Citizenship/Alien Verification/Determination: The Personal Responsibility and Work Opportunity Reconciliation Act (PRWORA) of 1996 (PL 104-193) states that federal public benefits should be made available only to U.S. citizens and qualified aliens. Entities that offer a service defined as a "federal public benefit` must make a citizenship/qualified alien determination/verification of applicants at the time of application as part of the eligibility criteria. Non-US citizens and unqualified aliens are not eligible to receive the services. PL 104-193 also includes specific reporting requirements. j. Federal Compliance:The Contractor or Subrecipient shall comply with all applicable State and Federal statutes, laws. rules, and regulations in the performance of this Contract, whether included specifically in this Contract or not. k. Civil Rights and Non-Discrimination Obligations: During the performance of this Contract, the Contractor or Subrecipient shall comply with all current and future federal statutes relating to nondiscrimination. These include but are not limited to: Title VI of the Civil Rights Act of 1964 (PL 88-352), Title IX of the Education Amendments of 1972 (20 U.S.C. §§ 1681-1683 and 1685-1686), section 504 of the Rehabilitation Act of 1973 (29 U.S C. § 794), the Age Discrimination Act of 1975 (42 U.S.C. §§ 6101-6107), the Drug Abuse Office and Treatment Act of 1972 (PL 92-255). the Comprehensive Alcohol Abuse and Alcoholism Prevention. Treatment and Rehabilitation Act of 1970 (PL 91-616), §§523 and -527 of the Public Health Service Act of-1912 (42 U.S.C. §§290dd-3 and 290ee-3). Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), and the Americans with Disability Act (42 U.S.C., Section 12101 et seq.) http://www.hhs.gov/ocr/civiinghts. HCA Federal Compliance Contact Information Federal Grants and Budget Specialist Health Care Policy Washington State Health Care Authority Post Office Box 42710 Olympia, Washington 98504-2710 II. CIRCULARS `COMPLIANCE MATRIX' -The following compliance matrix identifies the OMB Circulars that contain the requirements which govern expenditure of federal funds. These requirements apply to the Washington State Health Care Authority (HCA). as the primary Washington State 36 Opio;d Treatment Network Health Care Authority HCA Contract#K4868 Attachment 2 Federal Compliance. Certifications. and Assurances DocuSign EnXejpltilpqNErg765-4115-8779-9843A977E390 recipient of federal funds and then follow the funds to the sub-awardee, Jefferson County, dba Sheriffs Office. The federal Circulars which provide the applicable administrative requirements, cost principles and audit requirements are identified by sub-awardee organization type. OMB CIRCULAR ENTITY TYPE ADMINISTRATIV I COST AUDIT REQUIREMENTS E PRINCIPLE REQUIREMENT S S State. Local and OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501 Indian Tribal Governments and Governmental Hospitals Non-Profit Organizations and Non-Profit Hospitals Colleges or Universities and Affiliated Hospitals For-Profit Organizations III STANDARD FEDERAL CERTIFICATIONS AND ASSURANCES - Following are the Assurances, Certifications, and Special Conditions that apply to all federally funded (in whole or in part) Contracts administered by the Washington State Health Care Authority. 1. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION : The undersigned (authorized official signing for the contracting organization) certifies to the best of his or her knowledge and belief, that the-contractor. defined as the primary participant in accordance with 45 CFR Part 76, and its principals: are not presently debarred, suspended. proposed for debarment. declared ineligible. or voluntarily excluded from covered transactions by any Federal Department or agency have not within a 3-year period preceding this contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction: violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property: are not presently indicted or otherwise criminally or civilly charged by a governmental entity (Federal, State or local)with commission of any of the offenses enumerated in Section 2 of this certification: and have not within a 3-year period preceding this contract had one or more public transactions (Federal, State. or local)terminated for Washington State 37 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Attachment 2: Federal Compliance, Certifications;and Assurances OocuSign ErytrP��e,III�(AnkEd1Ed165-41 t 5-877�J 9843A977E390 cause or default. Should the Contractor or Subrecipient not be able to provide this certification, an explanation as to why should be placed after the assurances page in the contract. The contractor agrees by signing this contract that it will include,without modification, the clause above certification in all lower tier covered transactions (i.e., transactions with sub-grantees and/or contractors) and in all solicitations for lower tier covered transactions in accordance with 45 CFR Part 76. 2. CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS: The undersigned (authorized official signing for the contracting organization) certifies that the contractor will. or will continue to, provide a drug-free workplace in accordance with 45 CFR Part 76 by: 1. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing. possession or use of a controlled substance is prohibited in the grantee's workplace and specifying the actions that will be taken against employees for violation of such prohibition: Establishing an ongoing drug-free awareness program to inform employees about The dangers of drug abuse in the workplace; ii. The contractor's policy of maintaining a drug-free workplace: Any available drug counseling, rehabilitation. and employee assistance programs; and iv. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; 2. Making it a requirement that each employee to be engaged in the performance of the contract be given a copy of the statement required by paragraph (I) above; 3. Notifying the employee in the statement required by paragraph (I), above, that, as a condition of employment under the contract. the employee will— i. Abide by the terms of the statement: and ii. Notify the employer in writing of his.or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five (5) calendar days after such conviction; 4. Notifying the agency in writing within ten calendar days after receiving notice under paragraph (lll)(b) from an employee or otherwise receiving actual notice of such conviction- Employers of convicted employees must provide notice, including position title. to every contract officer or other designee on whose contract activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices. Notice shall include the identification number(s) of each affected grant: 5. Taking one of the following actions. within thirty (30) calendar days of receiving notice under paragraph (III) (b), with respect to any employee who is so convicted— Washington State 38 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Attachment 2: Federal Compliance, Certifications. and Assurances DocuSign Erf1Pr'-1"" I V V I k CS165-41 15-8779-9843A977E390 i. Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended: or ii. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; 6. Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (I)through (V). For purposes of paragraph (V) regarding agency notification of criminal drug convictions. Authority has designated the following central point for receipt of such notices: Legal Services Manager WA State Health Care Authority PO Box 42700 Olympia, WA 98504-2700 3. 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 Contracts from using Federal (appropriated) funds for lobbying the Executive or Legislative Branches of the Federal Government in connection with a SPECIFIC grant or cooperative Contract. Section 1352 also requires that each person who requests or receives a Federal grant or cooperative Contract must disclose lobbying undertaken with non-Federal (nonappropriated) funds. These requirements apply to grants and cooperative Contracts 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: 1. 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 Contract, and the extension, continuation, renewal. amendment, or modification of any Federal contract. grant, loan. or cooperative Contract. 2. 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 Contract, 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.) Washington State 39 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Attachment 2. Federal Compliance Certifications and Assurances DocuSign EAEisr,no,aQkFEQ155-4115-8779-9843A977E390 3. 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 Contracts)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. 4. CERTIFICATION REGARDING PROGRAM FRAUD CIVIL REMEDIES ACT (PFCRA): The undersigned (authorized official signing for the contracting organization) certifies that the statements herein are true, complete, and accurate to the best of his or her knowledge, and that he or she is aware that any false, fictitious. or fraudulent statements or claims may subject him or her to criminal, civil, or administrative penalties. The undersigned agrees that the contracting organization will comply with the Public Health Service terms and conditions of award if a contract is awarded. 5. CERTIFICATION REGARDING ENVIRONMENTAL TOBACCO SMOKE: 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. The Public Health Services strongly encourages all recipients to provide a smoke-free workplace and promote the non-use of tobacco products. This is consistent with the PHS mission to protect and advance the physical and mental health of the American people. 6. CERTIFICATION REGARDING OTHER RESPONSIBILITY MATTERS 1. The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. The prospective contractor Washington State 40 Optoid Treatment Network Health Care Authority HCA Contract#K4868 Attachment 2: Federal Compliance, Certifications, and Assurances DocuSign Erytgti>py4pQtt65-4115-8779-9843A977E390 shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective contractor to furnish a certification or an explanation shall disqualify such person from participation in this transaction. 2. The certification in this clause is a material representation of fact upon which reliance was placed when the department or agency determined to enter into this transaction. If it is later determined that the prospective contractor knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government. the department or agency may terminate this transaction for cause of default. 3. The prospective contractor shall provide immediate written notice to the department or agency to whom this contract is submitted if at any time the prospective contractor learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause. have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may contact the person to whom this contract is submitted for assistance in obtaining a copy of those regulations. 5. The prospective contractor agrees by submitting this contract that. should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred. suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by Authority. 6. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 7. Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended. debarred, ineligible. or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, HCA may terminate this transaction for-cause or default. CONTRACTOR SIGNATURE REQUIRFr. SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE Please also print or type name: David Fortino-Jefferson ORGANIZATION NAME. (if applicable) DATE Washington State 41 Oplodd Treatment Network Health Care Authority HCA Contract#K4868 Attachment 2 Federal Compliance Certfications and Assurances DocuSign Enizprolt 105E6185-4115-8779-9843A977E390 Attachment 3 Federal Funding Accountability and Transparency Act (FFATA) Data Collection Form This Contract is supported by federal funds that require compliance with the Federal Funding Accountability and Transparency Act(FFATA or the Transparency Act). The purpose of the Transparency Act is to make information available online so the public can see how federal funds are spent. To comply with the act and be eligible to enter into this contract, your organization must have a Data Universal Numbering System (DUNS®) number. A DUNS®number provides a method to verify data about your organization. If you do not already have one, you may receive a DUNS®number free of charge by contacting Dun and Bradstreet at www.dnb.com. Required Information about your organization and this contract will be made available on USASpending.gov by HCA as required by P.L. 109-282. As a tool to provide the information, HCA encourages registration with the Central Contractor Registry (CCR) because less data entry and re- entry is required by both HCA and your organization. You may register with CCR on-line at https://www.uscontractorregistration.com/. CONTRACTOR Legal Name DUNS Number Principle Place of Performance Congressional District 3b. City State 3d. Zip+4 Country Are you registered in CCR (httosalwww.uscontractorreoistration.com/)?OYES (skip to page 2. Sign, date and return) ONO In the preceding fiscal year did your organization: Receive 80% or more of annual gross revenue from procurement federal contracts, Subcontracts, grants, loans, sub-grants, and/or cooperative agreements; and $25,000,000 or more in annual gross revenues from federal procurement contracts, Subcontracts, grants, loans, subgrants, and/or cooperative agreements; and The public does not have access to information about the compensation of the executives through periodic reports filed with the IRS or the Security and Exchange Commission per 2 CFR Part 170.330 O NO (skip the remainder of this section- Sign, date and return) ❑ YES (You must report the names and total compensation of the top 5 highly compensated officials of your organization). Name Of Official Total Compensation 1. 2. 3. — —. 4. I Washington State 42 Opioid Treatment Network Health Care Authority HCA Contract*K4868 Attachment 3 Federal Funding Accountability and Transparency Act DocuStyn EnAfpft f5,tSikE�1165-4115-8779-9843A977E390 5. r — Note: "Total compensation" means the cash and noncash dollar value earned by the executive during the sub-recipient's past fiscal year of the following (for more information see 17 CFR 229.402 (c) (2)) By signing this document, the Contractor Authorized Representative attests to the information. HCA will not endorse the Contractor's sub-award until this form is completed and returned. FOR HEALTH CARE AUTHORITY USE ONLY HCA Contract Number: K4868 Sub-award Project Description (see instructions and examples below) Instructions for Sub-award Project Description: In the first line of the description provide a title for the sub-award that captures the main purpose of the Subrecipients work. Then, indicate the name of the Subrecipient and provide a brief description that captures the overall purpose of the sub-award, how the funds will be used. and what will be accomplished. Example of a Sub-award Project Description: Increase Healthy Behaviors: Educational Services District XYZ will provide training and technical assistance to chemical dependency centers to assist the centers to integrate tobacco use into their existing addiction treatment programs. Funds will also be used to assist centers in creating tobacco free treatment environments. Signature of Contractor Authorized Representative Date Washington State 43 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Attachment 3 Federal Funding Accountability and Transparency Act DocuSign Eorp.KtIrkEb165-4115-8779-9843A977E390 Attachment 4 Substance Abuse and Mental Health Services Administration (SAMHSA) Award Terms If the funding for this Contract work should fall under the Substance Abuse and Mental Health Services Administration (SAMHSA)Award Terms outlined below the Contractor must comply with the requirements of those terms as they would apply to HCA. 1. SAMHSA Award Terms. 1.1 This grant is subject to the terms and conditions, included directly, or incorporated by reference on the Notice of Award (NoA). 1.2 Grant funds cannot be used to supplant current funding of existing activities. 1.3 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 $192,300 annually. 1.4 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 on-site program review of grants with significant amounts of Federal funding. 1.5 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. 1.6 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. 1.7 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. 1.8 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 Washington State 44 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Attachment 4. Substance Abuse and Mental Health Services Administration DocuSign Er}y pe:MkF,.Q165-4115-8779-9843A977E390 to any activity designed to influence legislation or appropriations pending before the Congress or any State legislature. 1.9 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 Grant 1 H79TI083286-01 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." 1.10 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 travel costs (Meal and Incidental Expenses allowance) must be reduced by the allotted meal cost(s). 1.11 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. 1.12 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)). Washington State 45 Optoid Treatment Network Health Care Authority HCA Contract#K4868 Attachment 4 Substance Abuse and Mental Health Services Administration DocuSign E xepIp.OIRt65-4115-8779-9843A977E390 Schedule A Statement of Work 1. The Contractor shall serve as the Initiation Site and be responsible for: 1.1. Providing MOUD initiation, referral and retention to an individual prior to his or her transfer to the Local MOUD Treatment Site. ensuring MOUD capacity is maintained at both the Initiation and Local MOUD Treatment Site(s). 1.2. Serving as the lead organization and recipient of funding for the development and implementation of an Opioid Treatment Network model for adults with an Opioid Use Disorder who are Medicaid eligible or low income. OTN will give priority to: a. Individuals at highest risk of overdose and death. b. Tribal members to address their OUD needs. c. MOUD services for pregnant and parenting individuals with OUD. d. MOUD services for intravenous drug users. 1.3. Ensuring services at the Initiation Site and Local MOUD Treatment Site(s) begin no later than September 30, 2020. 1.4. Monitoring and ensuring MOUD is initiated to a minimum of ten (10) unique individuals per month for the entirety of the contract period, no later than September 30. 2021 at the Initiation Site. 1.5. Holding responsibility for oversight of the OTN, and ensuring the Local MOUD Treatment Site(s) are working in coordination (including participation in regularly scheduled leadership meetings and educational and technical assistance opportunities) and meet the terms of the project, contract, goals and project deliverables. 1.6. Ensuring travel per diem, computers, office supplies, and all other supplies and tools necessary to provide defined duties are provided to staff at the Initiation Site and Local MOUD Treatment Site(s) via a legal written agreement between the two sites. 1.7. Ensuring a low-barrier medication model as evidence by the Contractor's unique site and functions. 1.8. Providing both agonist and antagonist MOUD medications (on-site or in relationship with a pharmacy) in order to facilitate initial inductions. 1 9. Using a coordinated team and processes to provide intensive services by developing a central Initiation Site to provide MOUD, and a warm hand-off to a Local MOUD Treatment Site(s)for continuity of care. Local MOUD Treatment Site(s)will provide referrals for other behavioral health and ancillary services necessary to address the individuals holistic medical and recovery needs. Build, strengthen, and maintain referral relationships between Initiation Site and Local MOUD Treatment Site(s). Washington State 46 Op!o+d Treatment Network Health Care Authority HCA Contract#K4868 Schedule A Statement of Work DocuSign Fnn It p{t15 E 165-4115-8779-9843A977E390 1.10.Hiring and/or contracting up to 3.2 FTEs or an agreed-upon amount with the DBHR Contract Manager to cover the functions listed below at the Initiation Site. Through subcontracting, provide for staffing at Local MOUD Treatment Site(s). Specific staffing arrangements are determined by Initiation Site. The following functions are required (individual staff may perform multiple functions): a. OTN Nurse Care Manager(NCM): The NCM's primary responsibilities are to provide medical support to the prescribing physicians or other waivered practitioners. Duties of the NCM will include, but are not limited to: individual screening, MOUD education. assisting with MOUD inductions, taking vital signs, drug testing, lab work, medical assessments. charting, care planning, stabilization. observation and maintenance, ongoing coordination of follow-up care, relapse prevention, and support for an individual's self-management. b OTN Care Navigator: The Care Navigator expedites enrollment into Medicaid as necessary, conducts screenings, assessments and evaluations, provides education; and coordinates referrals for MOUD_ Care Navigators assist with data collection requirements and facilitate referrals for infectious disease screenings, housing, employment services, withdrawal management services, transportation, referral to OUD or behavioral health counseling, and provide a warm hand-off to a MOUD provider upon an individual's transfer from any current treatments. c. OTN Data Collection Coordinator(Coordinator): The Coordinator is responsible for managing all data collection activities and serves as the liaison between the OTN, DBHR and RDA. The Coordinator must become competent in all aspects of GPRA data collection required for this project(including completion of SAMHSA GRPA training) and be available and responsive to project evaluators. d. OTN MOUD Prescriber: Continue to employ and or contract at least one prescriber and at least one back-up prescriber with a current DATA-2000 Waiver (in case of primary prescriber absence) at the Initiation Site. e. Contract Management/Accounting: Submitting invoices for payment, ensuring Releases of Information (ROls) are in place, certifying that agreements with other community partners are signed and guaranteeing the contract deliverables are met including subcontractor's deliverables. 2. Reporting 2.1. Ensuring specific tools, such as job descriptions and statements of work. are developed to ensure consistent practice throughout the OTN. 2.2. Identifying, collaborating, and subcontracting with Local MOUD Treatment Site(s) that are willing to support and embrace MOUD and are responsible for providing integrated care that includes therapy, SUD counseling. outreach.. MOUD education, case management. and/or referral services. Washington State 47 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Schedule A Statement of Work DowSign Envlsi,k J r 665-4115-8779-9843A977E390 2.3. Ensuring policies and procedures are in place throughout the OTN to mitigate medication diversion. 2.4. Securing and maintaining Release of Information forms that meet federal confidentiality regulations and allow the release of patient identifying information between Initiation Site and Local MOUD Treatment Site(s) and to DSHS RDA for the purpose of program monitoring and performance evaluation. 2.5. Working collaboratively with ADAI technical assistance staff to identify training needs and participate in peer-to-peer and educational learning opportunities including the utilization of EBPs. 2.6. Attend quarterly meetings with DBHR Contract Manager or SOR Project or Treatment Manager to discuss project contract requirements, compliance, and problem-solving or attending trainings. Additional meetings as required or deemed necessary by the DBHR Contract Manager. 2.7. Site visits will occur one time per year or more often if determined necessary by the DBHR Contract Manager. 2.8. Ensure the use of a certified EHR. Review of the Prescription Monitoring Drug Program data, when available and appropriate. 2.9. Ensure patient assessments and treatment are consistent with DSM-5 criteria. 2.10. Data Collection Requirements: 2.10-1. OTN staff will collect specified data on every individual inducted (beginning a new episode of grant-funded MOUD treatment) at the Initiation Site. The data collection includes completion of a participant log and three structured interviews. These data collection activities will take place under the supervision of the grant's project evaluator, who will provide the OTN all relevant data collection instruments, training, access to data entry tools, and technical assistance 2.10.2. OTNs will designate staff(Data Coordinator) responsible for ensuring all data are - collected accurately, comprehensively, and in a timely fashion. Any OTN staff - with sufficient training may contribute to data collection activities, but the Data Coordinator is responsible for oversite of all aspects of SOR-II data collection at the OTN, including coordination between the Initiation Site and the Local MOUD Treatment Site(s) as individuals move between those locations. The Data Coordinator will be available to the project evaluator, complete necessary training, and attend monthly, 90-minute teleconferences. 2.10.3. OTNs must collect the following data: a. Participant Loq: All individuals inducted at the OTN must be entered onto the participant log. Upon induction onto MOUD. OTN staff will collect and enter client identifiers. demographics, and basic treatment information into Washington State 48 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Schedule A. Statement of Work DocuSign En of Oi 165-4115-8779-9843A977E390 the participant log provided by the project evaluator. The Participant Log should be updated at least weekly. OTNs may provide electronic extracts if they are able to meet specifications provided by the project evaluator. Contracted targets for the number of unique individuals served will be measured using data entered into the Participant Log. b. GPRA Intake Survey: this interview is required for all individuals who (a) transfer to your local MOUD provider, OR (b)who have a second consecutive appointment for continued MOUD treatment at your initiation site. The interview must be completed within four days of these appointments. Only one GPRA intake survey(the first enrollment) is required per individual. Per SAMHSA grant requirements, a minimum of 80 percent of eligible intake surveys must be completed. The Intake Survey and the surveys listed below must be completed by OTN staff in person (telephone/virtual interviews are permitted if approved by the project evaluator). The survey is based on the GPRA Client Outcome Measures Tool. However, the project evaluator will provide a modified version of the GPRA tool for use on this project. No later than weekly, OTN staff will enter all surveys into a secure data entry portal provided by the project evaluator. c. GPRA Six-month Follow-up Survey: the follow-up interview must be completed within one month before to two months after the six-month anniversary of the GPRA Intake Survey, whether or not the individual has been discharged. If a GPRA Intake Survey was never competed for an individual, a follow-up is not required. The SOR II grant includes funding for incentives you may use to encourage hard-to-reach individuals to complete a follow-up survey. Follow-up surveys are not required after grant funding ends. See"GPRA Intake Survey" data collection and data entry. You are expected to complete 80 percent of your follow-up surveys. d. GPRA Discharge Survey: the discharge survey is to be completed for all individuals who discontinue treatment at your OTN. In these situations, an administrative discharge survey, which may be completed without the individual's participation, is permitted for discharged individuals you are unable to locate. Individuals still enrolled at the close of the grant will not require a discharge survey. Discharge surveys should be completed within 15 days of discharge. See "GPRA Intake Survey" for data collection and data entry. 2.10.4.The Project Evaluator will monitor data collection and provide the OTN Data Coordinator technical assistance when necessary. In the event of prolonged or serious non-compliance. at the request of the Project Evaluator, you must submit a corrective action plan to the DBHR Contract Manager. 2.10.5. Research and Data Analysis (RDA): Maintain and submit monthly through a secure DSHS portal to RDA, a participant data log template (to be provided) from Washington State 49 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Schedule A Statement of Work DocuSign Env g e,1j7eHg IWE 165..4115-8779-9843A977E390 the Initiation Site only that includes, but is not limited to the following for every new MOUD treatment episode: 2.10.51. First name, last name and middle initial; date of birth; Social Security Number; gender; race; ethnicity; treatment start date (induction date); MOUD drug prescribed (methadone, Bup-mono, Bup-combo, Naltrexone- Injectable; Naltrexone-Oral). transfers to Local MOUD Provider, discharge date and discharge status (completed, transferred or lost to follow up). 2.10.6. Engagement Measure: OTN Performance Measures and Definitions: "MOUD Treatment Engagement" will be estimated using records of MOUD prescriptions and MOUD dispensed by OTNs. RDA will use this information to estimate the percentage of individuals receiving any MOUD within 3 months following their OTN induction month. This measure will account for any MOUD received after induction, regardless of where the MOUD was provided. It will, however, be limited to individuals receiving publicly-funded (i.e. Medicaid) MOUD. Your target performance metric will be based on your sites historic MOUD treatment engagement rate from SOR I (inductions through December 2019). 2.11. Submit a Monthly Report as detailed in the Deliverables Table with the invoice to the DBHR Contract Manager, including, but not limited to: the number of individuals inducted and successfully transferred to local MOUD treatment, barriers and successes, technical assistance needs. staff changes, HIV and Viral Hepatitis referrals, DEI related trainings and additional information as needed. 2.12. Contingency Management: Among patients receiving medication for OUD. provide evidence of a screening for stimulant use disorder; and if screened in. a warm hand- off for referral to services to address stimulant use disorder. All efforts must be documented in the patient's record. Use of Contingency Management may be utilized from grant funds at a rate of no more than $15 per person per instance and $75 per person per year for individuals with stimulant use disorder. 2.13. Transportation Voucher: Among individuals, receiving MOUD, a transportation voucher can be provided to them for reimbursement. 2.14. A combination of inductions. stimulant use disorder referrals (maximum of 3) and outreach activities (maximum of 2) are allowed per month. Full deliverables payment will be based on a minimum of a combined 10 inductions, referrals, and outreach activities per month. In addition to the monthly inductions, the following will be allowed as alternatives: a. Referrals to a behavioral health agency using EBPs such as CBT or MI for people who experience stimulant use disorder are encouraged. Up to three (3) referrals per month can be counted towards the overall induction number. If a Washington State 50 Opioid Treatment Network Health Care Authorrty HCA Contract#K4868 Schedule A Statement of Work DocuSign Engpe,lg-1 15(1 E8165-4115-$779-9g43A977E390 referral is made, documentation is needed within the monthly report. Documentation through RDA maybe required, b. Outreach Activity: Per definition, up to two (2) outreach activities can be used to supplement the induction goal per month. These must be documented in the monthly report. 2.15. Referrals to EBPs such as CBT or MI for people who experience Stimulant Use Disorder are encouraged. If a referral is made. documentation is needed. 2.16. Attend a DBHR Contract Manager approved Contingency Management Training. Provide evidence of sending a minimum of one person to the training. Additional staff are allowed to attend beyond the required minimum person. 2.17. Attend a DBHR approved series on Diversity. Equity and Inclusion Training (DEI). Provide documentation of sending a minimum of two(2). Additional staff are allowed to attend beyond the required minimum people. 2.18. Tobacco Training: Participate in a minimum of six (6) Tobacco Treatment phone calls during the contract period provided by the Department of Health. a. A 40-hour Tobacco Training is available through the Department of Health as needed for sites to access Submit a request to the DBHR Contract Manager. b. Funding for NRT is available through the Department of Health as needed to sites. Submit a request to the DBHR Contract Manager. 2.19. Assisting in the preparation of reports (e.g., SAMHSA Annual Report. SAMHSA Bi- annual Report) and other data requested by SAMHSA. their designee, or the DBHR Contract Manager 2.20. Ensuring the utilization of third party and other revenue realized from provision of services to the extent possible and use SAMHSA grant funds only for services to individuals who are not covered by public or commercial health insurance programs, or for services that are not sufficiently covered by an individual's health insurance plan. Facilitate the health insurance application and enrollment process for eligible uninsured clients. 2.21. Screen and refer HIV and Viral Hepatitis cases through a warm hand-off or treatment. Treatment or referrals are to be included in the monthly report and RDA data sheets. Documentation is required and must be included in the monthly report. 2.22. Sustainability Plan: Provide a written document on site letterhead or by PowerPoint to DBHR Contract Manager. This plan should address the following: a. What is your site's sustainability plan? b. What actions steps do you need to take in order to implement your sustainability plan? Washington State 51 Opioid Treatment Network Heaith Care Authority HCA Contract#K4868 Schedule A Statement of Work DocuSign EnvOprSA,gb (d5-4115-8779-9843A977E390 c. Address staffing and financial aspects of the project. d. Consider and address alternative funding sources such as other grants in the plan. e. Who are your partners in the community and what role do they play in your sustainability plan? f. Include improvement opportunities or barriers your site has experienced. g. Include successes of the past year. For example, what is going well and what do you need to keep doing more of? h. What are your future goals for the SOR II project and how will your site sustain it? i. Consider the three elements of sustainability. They include impact on people. economics and the environment. List how these will be met. j. How does your site address diversity, equity and inclusion? 3. Considerations 1.1. Billing and Payment. a. Invoice System. The Contractor shall submit invoices using State Form A-19 Invoice Voucher, or such other form as designated by HCA. Consideration for services rendered shall be payable upon receipt of properly completed invoices which shall be submitted to the DBHR Contact Amy Dura at amy dura(chca.wa.gov by the Contractor not more often than monthly. The invoices shall describe and document to HCA's satisfaction a description of the work performed, activities accomplished, the progress of the project, and fees. Payments shall be in accordance with delivery and approval of deliverables as outlined in Exhibit B.-Deliverables Table. b. Payment. Payment shall be considered timely if made by HCA within thirty (30) days after receipt and acceptance by HCA of the properly completed invoices. Payment shall be sent to the address designated by the Contractor on page one (1) of this Contract. HCA may, at its sole discretion. withhold payment claimed by the Contractor for services rendered if Contractor fails to satisfactorily comply with any term or condition of this Contract. c. Claims for payment submitted by the Contractor to HCA for amounts due and payable under this agreement that were incurred prior to the expiration date shall be paid by HCA if received by HCA within 90 days after the expiration date. Washington State 52 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Schedule A Statement of Work DocuSign EnAlepe,lt E16(I (3E8165-4115-8779-9843A977E390 d. HCA shall not reimburse the Contractor for any fees and expenses which exceed the maximum consideration of this contract. 1.2. Deliverables Table: Deliverable Due Date Up to: • 1 Attend a DBHR Contract Manager approved Diversity, Equity and Prior to September 29, $10,000 Inclusion Training (DEI). Provide evidence of sending a minimum of two 2021 people to the training. Listed under section 2.17. 2 Attend a DBHR Contract Manager approved Contingency Management Prior to September 29.. $10,000 Training. Provide evidence of sending a minimum of(1)person to the 2021 training. Listed under section 2.16. Washington State 53 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Schedule A:Statement of Work DocuSign EnveAppgANZR-0635-4115-8779-9843A977E390 3 Monthly Reports to DBHR Contract Manager including the items Due by the second $216,000 listed in section 2.11 of this contract as well as updates on Wednesday of the progress, number of unique individuals served, HIV and Viral month following the Hepatitis screening and referrals, questions on the monthly report month in which form provided by DBHR Contract Manager and Monthly Reports to services were RDA, including compiled data of Local MOUD Treatment Site provided referrals and services including agonists and antagonists ($18,000 per month x 12 months= $216,000). 4 Provision of services to a minimum of 10 unique individuals per Due by the second $120,000 month, starting October 2020 ($1,000 per month x 12 months = Wednesday of the $10,000) month following the (Payment will be prorated if minimum numbers are not met). Listed month in which under section 1.4, services were provided. 5 Participate in a minimum of six (6)Tobacco Treatment phone calls Trainings provided $3,000 during the contract period. Listed under section 2.18. on a monthly basis. Report participation in monthly report. 6 Incentives: Due by the second $8,400 GPRA follow-up for participates refer to section 2.10.3.(c). Wednesday of the Gift Card Award $525 month following the Contingency Management refer to section 2.12. month in which CM Award $6,675 services were Transportation vouchers refer to section 2.13. provided. Contractor Travel Voucher Award $1,200 will provide updates on monthly reports. 7 Sustainability Plan refer to section 2.22. September 29, 2021 $15,000 Provide an updated or revised plan. 8 Engagement Measure refers to section 2.10.6. September 29, 2021 No payment point 9 Benchmark payment for serving 120 unique individuals (an September 29, 2021 $11,000 average of 10 unique individuals per month) and meet an overall individual engagement of 50% over the period covered by this Contract. Note: If this benchmark payment is earned. Contractor shall also be entitled to bill, up to the maximum amount that remains available for payment under Deliverable 4, a pro rata payment of$1,000 for each unique individual whom Contractor has served but for whom payment could not be received under the payment terms applicable to Deliverable 4. In no event shall more than a total of$131,000 be payable under this Deliverable 9 combined with payment under Deliverable 4. Listed under section 3.1.2. TOTAL ;393,400 Washington State 54 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Schedule A. Statement of Work DocuSign EnAbpe,IF3-r4.1 ]XE8165-.t115-g779-98,43A977E390 Federal Award Identification for Subrecipients (reference 2 CFR 200.331) Washington State Opioid Response II (SOR II)Grant (i) Subrecipient name(which must match the name Jefferson County dba Sheriffs Office associated with its unique entity identifier); (ii) Subrecipient's unique entity identifier; (DUNS) 619143741 (iii) Federal Award identification Number(FAIN); H79T1083286 (iv) Federal Award Date(see§200.39 Federal award 08/27/2020 date): (v) Subaward Period of Performance Start and End 9/30/2020—9/29/2021 Date; (vi) Amount of Federal Funds Obligated by this action; $393,400 (vii) Total Amount of Federal Funds Obligated to the $393,400 subrecipient; (xiii) Total Amount of the Federal Award; $27,173,792 (ix) Federal award project description, as required to be Washington State Opioid Response II (SOR responsive to the Federal Funding Accountability II) Grant and Transparency Act(FFATA), (x) Name of Federal awarding agency, pass-through SAMHSA entity, and contact information for awarding official, WA State Health Care Authority Ken Waterland, Assistant Director DBHR 626 8th Ave SE, Olympia, WA 98504-5330 Ken.waterland@hca wa.gov (xi) CFDA Number and Name;the pass-through entity ` 93.788 must identify the dollar amount made available under each Federal award and the CFDA number at time of disbursement; (xii) Identification of whether the award is R&D; and ❑Yes 4. No (xiii) Indirect cost rate for the Federal award(including if de minimus(10%) the de minimis rate is charged per§200.414 Indirect (FSA)costs) Washington State 55 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Schedule A Statement of Work DocuSign Enve,J,opgiS, 4jaik0g5-4115-8779-9843A977E399 Exhibit A Definitions Specific to Special Terms The words and phrases listed below, as used in this Contract, shall each have the following definitions: a. "ADAI" means the University of Washington's Alcohol and Drug Abuse Institute, and its employees and authorized agents. b. `Agonist" means an FDA-approved opioid agonist medication (e.g., methadone, buprenorphine products including buprenorphine/naloxone combination formulations and buprenorphine mono-product formulations) for the maintenance treatment of opioid use disorder. c. `Antagonist" means the FDA-approved opioid antagonist medication (e.g., naltrexone products including extended-release and oral formulations) to prevent relapse to opioid use. d. "ASAM'. means the American Society of Addiction Medicine. e. "Care Navigator' means the position responsible to provide support and work collaboratively with the Care Manager. In addition, the Care Navigator will work closely and collaboratively with staff at each Local MOUD Treatment Site to coordinate patient care. keep the patient engaged with services, address issues related to relapse. and communicate together on patient needs. Duties will also include conducting screenings. scheduling appointments, following up on missed appointments, medication diversion control. grant data recordkeeping and reporting. and making referrals to the appropriate Local MOUD Treatment Site. The Care Navigator can be a licensed chemical dependency professional (CDP), behavioral healthcare worker. social worker, primary healthcare worker, or other staff depending on the personnel needs of the Initiation Site. f. "Cognitive Behavioral Therapy" or'CBT" means an evidence-based treatment that has been demonstrated to be effective for a range of issues including depression, anxiety disorders. alcohol and substance use disorder, marital problems. eating disorders and severe mental illness."Contingency Management (CM)" means an Evidence Base Practice (EBP) model that provides monetary or material incentives to individuals with SUE) contingent upon treatment attendance and/or verified negative drug screens in order to increase the likelihood of these behaviors, which are essential components of positive treatment outcomes. g. "Culturally and Linguistically Appropriate Services" or"CLAS" means the national standards in health and health care intended to advance health equity, improve quality. and help eliminate health disparities by establishing a blueprint for health and health care organizations h. "Data Collector Coordinator" means the person responsible for managing all data collection activities and also serves as the liaison between the OTN and the Project Evaluators (RDA). The Coordinator must become competent in all aspects of GPRA data collection (intake, and six-month follow ups and discharge) required for this project (including completion of SAMHSA GRPA training and project data collection systems) and be available and responsive to Project Evaluators (RDA). Washington State 56 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Exhibit A Special Terms Definitions DocuSign Eny pppE kqriNEA165-4115-8779-9643A977E390 "Data Universal Numbering System" or"DUNS" means a unique identifier for businesses. DUNS numbers are assigned and maintained by Dun and Bradstreet (D&B) and are used for a variety of purposes, including applying for government contracting opportunities. j. "DBHR" means the HCA Division of Behavioral Health and Recovery, and its employees and authorized agents. k. "DEl' means diversity; equity. and inclusion, "Department of Health" or"DOH" means a state agency who works with others to protect and improve the health of all people in Washington State. DOH programs and services help prevent illness and injury, promote healthy places to live and work, provide information to help people make good health decisions and ensure that Washington State is prepared for emergencies. m. "Diagnostic and Statistical Manual of Mental Disorders"or "DSM-5' means the product of more than 10 years of effort by hundreds of international experts in all aspects of mental health Their dedication and hard work have yielded an authoritative volume that defines and classifies mental disorders in order to improve diagnoses, treatment, and research. n. "DSHS" means the Washington State Department of Social and Health Services. and its employees and authorized agents. o. "Engagement Measure" means the percentage of individuals receiving any MOUD within 3 months following their OTN induction month. It will be limited to individuals receiving publicly-funded (i.e. Medicaid) MOUD. p. "Evidence-based Practice" or"EBP" means a prevention or treatment service or practice that has been validated by some form of documented research evidence and is appropriate for use with individuals with an opioid use disorder. q. 'Electronic Health Records' or"EHR" means a certified electronic health record system that has been tested and certified by an approved Office of National Coordinator for Health Information Technology's (ONC) certifying body. r. "FDA" means the U.S. Food and Drug Administration. s. "GPRA" means Government Performance Results and Modernization Act. Grantees must comply with the GPRA Modernization Act of 2010. t. "HCA" means the Washington State Health Care Authority and its employees and authorized agents. u `Human Immunodeficiency Virus' or'HIV' means the virus that may causes AIDS. v. "Induct" means the medically monitored initiation of treatment medication when a person with an opioid use disorder has abstained from using opioids for the appropriate amount of time in order to tolerate the utilization of MOUD. w. 'Initiation Site Prescriber' or"Waivered Prescriber" means a physician. physician's assistant (PA), or nurse practitioner (NP) that has obtained and maintained a current DATA 2000 Waiver to prescribe buprenorphine and other medications. A prescriber will Washington State 57 Opiwd Treatment Network Health Care Authority HCA Contract#K4868 Exhibit A Special Terms Definitions DocuSign EnveJmpaft d-0 5-4115-8779-9843A977E390 also inform individuals regarding the risks and benefits of MOUD, allow for shared- decision making and address other presenting medical needs either directly or by referral. x. "Integrated Care' means the organized delivery and/or coordination of medical, behavioral or social and recovery support services provided for individuals. y. '`Local MOUD (formerly MAT) Treatment Site" means a facility that will provide Opioid Use Disorder(OUD) treatment medications, behavioral health treatment and/or primary healthcare services, and/or wrap-around services, and referrals. Local MOUD Treatment Site may be federally qualified health center(FQHC), opioid treatment program, outpatient substance use disorder treatment facility, mental health clinic, or integrated behavioral health clinic. z. "Medication Assisted Treatment" or'MAT" (now MOUD) means the use of FDA- approved opioid agonist medications (e.g_ methadone, buprenorphine products including buprenorphine/naloxone combination formulations and buprenorphine mono- product formulations) for the treatment of opioid use disorder and the use of opioid antagonist medication (e.g. naltrexone products including extended-release and oral formulations) to prevent relapse to opioid use. aa. "Medication for Opioid Use Disorder" or "MOUD" means the use of FDA-approved opioid agonist medications (e.g., methadone, buprenorphine products including buprenorphine/naloxone combination formulations and buprenorphine mono-product formulations) for the maintenance treatment of opioid use disorder and the use of opioid antagonist medication (e.g.. naltrexone products including extended-release and oral formulations) to prevent relapse to opioid use. bb. "Motivational Interviewing" or"MI" means an evidence-based practice with a focus on resolving ambivalence and centers on motivational processes within the individual that facilitate positive change. cc. "Nicotine Replacement Therapy" or NRT" means a treatment that gives you nicotine in the form of gum. patches, sprays. inhalers or lozenges but not the other harmful chemicals in tobacco. dd. "Nurse Care Manager" means the nurse or other employee at the Initiation Site who is responsible for providing medical support to the prescribing physician or other waivered prescribers. Duties of the Care Manager include, but are-not limited to patient screening. MOUD education, assisting with MOUD inductions, taking vital signs, drug testing, lab work, medical assessments, charting. care planning, stabilization. maintenance, ongoing coordination of follow-up care. relapse prevention, support for patient self-management. and observation of the patient. ee. "OTN" means an Opioid Treatment Network that includes an Initiation Site and Local MOUD Treatment Site(s). ff. "Opioid Use Disorder" or OUD is defined by a pattern of problematic use of opioids. whether prescription painkillers, or heroin, or other illicit synthetic opioids. Practitioners use criteria from the Diagnostic and Statistical Manual of Mental Disorders 5 (DSM 5) to diagnose opioid use disorder. Washington State 58 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Exhibit A. Special Terms Definitions DocuSign En t pFj fib}yA,pFDEg65-4115-8779-9843A977E390 gg. "Outreach Activity" means meeting with community partners in an effort to educate, train and inform the community regarding opioid use disorder(OUD) and accessing hh. "Prescriber/Administrator" means the position responsible for developing, administering, and overseeing the program and ongoing performance of the OTN. Initiation Sites may use funding to provide oversight and management to an administrator if more appropriate, depending on the business needs of the OTN. ii. "Prescription Monitoring Drug Program` or'`PMDP" means a law that the Washington State Legislature passed in 2007 requiring the Department of Health to create a prescription monitoring program. The law directs the Department to design the program to improve healthcare quality and effectiveness by: Reducing abuse of controlled substances, reducing duplicative prescribing and overprescribing; and improving prescribing practices. jj. "REDCap" means the data entry portal that providers will use to submit their GPRA data. It replaces the SPARS platform that was previously used for this purpose. kk. "Report" or"Monthly Report' means and refers to a report that the Contractor will complete and submit to DBHR on a monthly basis prior to monthly reimbursement. 11. "RDA" means the Department of Social and Health Services, Research and Data Analysis Division, to whom the Contractor will send required patient and program data through a secure data file transfer. mm. "SAMHSA" means the U.S. Department of Health and Human Services, Substance Abuse and Mental Health Services Administration, and its employees and authorized agents. nn. "SPARS" means SAMHSA's Performance Accountability and Reporting System-SPARS is an online data entry, reporting, technical assistance request, and training system to support grantees in reporting timely and accurate data to SAMHSA. This system or an alternative system, will be required for GRPA reporting. oo. "Standard Reporting Tool' or "RDA-SRT" means a reporting tool provided by RDA to routinely report on items required by SAMHSA that includes. but is not limited to: treatment requirements, training requirements, and other services and outcomes to be determined. pp. "Stimulate Use Disorder" means a pattern of amphetamine-type substance, cocaine, or other stimulant use leading to clinically significant impairment or distress (DSM-5). qq. "Substance Use Disorder Professional' or "SUDP' means an individual certified in substance use disorder counseling by the Washington Department of Health Licensing. rr. ''SUD" means substance use disorder. Practitioners use criteria from the Diagnostic and Statistical Manual of Mental Disorders 5 (DSM-5). ss. '`Sustainability Plan" means a roadmap for achieving long-term stability and maintenance through documentation of strategies allowing for the program. activities and partnerships to continue. Washington State 59 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Exhibit A: Special Terms Definitions DocuSign EnveApr,594tik0115-4115-8779-9843A977E390 tt. ''Unique" means an individual who is counted once, regardless of the number of times he/she enters treatment within the same Opioid Treatment Network. uu. "Viral Hepatitis" means is an infection that causes liver inflammation and damage. vv. `Warm hand-off' means a transfer of care between two members of the health care team, where the handoff occurs in front of the patient explaining why the other team member can better address a specific issue with the patient and emphasizing the other team member's competence. Washington State 60 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Exhibit A Special Terms Definitions DocuSign Erl1 E f4 9 ETQ165-4115-8779-9843A977E390 Exhibit B 15 Principal CLAS Standard 1. Provide effective, equitable, understandable and respectful quality care and services that are responsive to diverse cultural health beliefs and practices. preferred languages, health literacy and other communication needs. Governance, Leadership and Workforce 2. Advance and sustain organizational governance and leadership that promotes CLAS and health equity through policy, practices and allocated resources. 3. Recruit. promote and support a culturally and linguistically diverse governance. leadership and workforce that are responsive to the population in the service area. 4. Educate and train governance, leadership and workforce in culturally and linguistically appropriate policies and practices on an ongoing basis. Communication and Language Assistance 5. Offer language assistance to individuals who have limited English proficiency and/or other communication needs. at no cost to them. to facilitate timely access to all health care and services. 6. Inform all individuals of the availability of language assistance services clearly and in their preferred language, verbally and in writing. 7. Ensure the competence of individuals providing language assistance. recognizing that the use of untrained individuals and/or minors as interpreters should be avoided. 8. Provide easy-to-understand print and multimedia materials and signage in the languages commonly used by the populations in the service area. Engagement, Continuous Improvement and Accountability 9. Establish culturally and linguistically appropriate goals. policies and management accountability. and infuse them throughout the organizations' planning and operations. 10. Conduct ongoing assessments of the organization's CLAS-related activities and integrate CLAS-related measures into assessment measurement and continuous quality improvement activities. 11. Collect and maintain accurate and reliable demographic data to monitor and evaluate the impact of CLAS on health equity and outcomes and to inform service delivery. 12. Conduct regular assessments of community health assets and needs and use the results to plan and implement services that respond to the cultural and linguistic diversity of populations in the service area. Washington State 61 Opioid Treatment Network Health Care Authority HCA Contract#K4868 Exhibit B 15 Principal CLAS Standard DocuSign EnveAptSMIA-0115-4115-8779-9843A977E390 13. Partner with the community to design, implement and evaluate policies, practices and services to ensure cultural and linguistic appropriateness. 14. Create conflict- and grievance-resolution processes that are culturally and linguistically appropriate to identify, prevent and resolve conflicts or complaints. 15. Communicate the organization's progress in implementing and sustaining CLAS to all stakeholders, constituents and the general public. Washington State 62 Opioid Treatment Network Health Care Authority HCA Contract NK4868 Exhibit B: 15 Principal CLAS Standard APPENDIX C HCA Contract Number: K4821 t � asiington State At i INTERAGENCY AGREEMENT Heatti Care uthority or Medication Project Contractor Contract Number: � I THIS AGREEMENT is made by and between Washington State Health Care Authority (HCA) and Jefferson County, Contractor, pursuant to the authority granted by Chapter 39.34 RCW. CONTRACTOR NAME CONTRACTOR DOING BUSINESS AS(DBA) Jefferson County Sheriff's Office CONTRACTOR ADDRESS Street City State Zip Code 79 Elkins Road; Port Hadlock WA 98339-9700 CONTRACTOR CONTACT CONTRACTOR TELEPHONE CONTRACTOR E-MAIL ADDRESS David Fortino 360-344-9734 dfortinoCN.co.lefferson.wa.us Is Contractor a Subrecipient under this Contract? CFDA NUMBER: 93.788 FFATA Form Required ►AYES ONO DUNs NUMBER: 619143741 OYES ONO HCA PROGRAM HCA DIVISION/SECTION State Opioid Response DBHR/SUD Treatment HCA CONTACT NAME AND TITLE HCA CONTACT ADDRESS Health Care Authority Amy Dura. State Opioid Response Treatment Manager 626 8th Avenue SE PO Box 42730 Olympia, WA 98504-2730 HCA CONTACT TELEPHONE HCA CONTACT E-MAIL ADDRESS (360)725-2019 amy.dura[ahca.wa.gov CONTRACT START DATE CONTRACT END DATE TOTAL MAXIMUM CONTRACT AMOUNT 09/30/2020 09/29/2021 $25,000 PURPOSE OF CONTRACT: No cost extension state opioid response grant, medication project with the OTN jails and-fire department in order-to- cover cost of medication prior to release and immediately following release from jails. It also includes Naloxone. The parties signing below warrant that they have read and understand this Contract. and have authority to execute this Contract. This Contract will be binding on HCA only upon signature by both parties. CONTRACTOR SIGNA RE PRINTED NAME AND TITLE DATE SIGNED HCA SIGNATU E PRINTED NAME AND TITLE DATE SIGNED Washington State Page 1 of 28 HCA IAA K4821 Health Care Authority APPENDIX C 1. DEFINITIONS "Authorized Representative" means a person to whom signature authority has been delegated in writing acting within the limits of the person's authority. "CFR" means the Code of Federal Regulations. All references in this Contract to CFR chapters or sections include any successor, amended, or replacement regulation. The CFR may be accessed at tttp:ilwww.ecfr.govicgi-biniECFR?paqe=browse. "Confidential Information" means information that may be exempt from disclosure to the public or other unauthorized persons under chapter 42.56 RCW or chapter 70.02 RCW or other state or federal statutes or regulations. Confidential Information includes, but is not limited to, any information identifiable to an individual that relates to a natural person's health, finances, education, business, use or receipt of governmental services, names, addresses, telephone numbers, social security numbers, driver license numbers, financial profiles, credit card numbers, financial identifiers and any other identifying numbers, law enforcement records. HCA source code or object code, or HCA or State security information. "Contract" or "Agreement" means the entire written agreement between HCA and the contractor, including any exhibits, documents, or materials incorporated by reference. The parties may execute this contract in multiple counterparts, each of which is deemed an original and all of which constitute only one agreement. E-mail (electronic mail) or fax (facsimile) transmission of a signed copy of this contract shall be the same as delivery of an original. Contract and Agreement may be used interchangeably. "Contractor" means Jefferson County, its employees and agents. Contractor includes any firm, provider, organization, individual or other entity performing services under this Agreement. It also includes any Subcontractor retained by Contractor as permitted under the terms of this Agreement. "Data" means information disclosed, exchanged or used by Contractor in meeting requirements under this Agreement. Data may also include Confidential Information as defined in this Contract. "DBHR" means the Division of Behavioral Health and Recovery, a division of the Washington State Health Care Authority. "Health Care Authority" or "HCA" means the Washington State Health Care Authority, any division, section, office, unit or other entity of HCA, or any of the officers or other officials lawfully representing HCA. "Services" means all work performed or provided by Contractor pursuant to this Contract. "Statement of Work" or "SOW" means a detailed description of the work activities the Contractor is required to perform under the terms and conditions of this Contract. including the deliverables and timeline, and is attached as Schedule A. "Subcontractor" means a person or entity that is not in the employment of the Contractor, who is performing all or part of the business activities under this Agreement under a separate contract with Contractor. The term "Subcontractor' means subcontractor(s) of any tier. Washington State Page 2 of 28 HCA IAA K4821 Health Care Authority PENDIX C "Subrecipient" shall have the meaning given in 45 C.F.R. 75.2, or any successor or replacement to such definition, for any federal award from HHS; or 2 C.F.R. 200.93, or any successor or replacement to such definition, for any other federal award. 2. STATEMENT OF WORK Contractor will furnish the necessary personnel, equipment; material and/or service(s) and otherwise do all things necessary for or incidental to the performance of work set forth in Schedule "A" 3. PERIOD OF PERFORMANCE Subject to its other provisions, the period of performance of this Contract will commence on September 30, 2020. and be completed on September 29, 2021 unless terminated sooner or extended upon written agreement between the parties. 4. PAYMENT 4.1. Compensation for the work provided in accordance with this Agreement has been established under the terms of RCW 39.34.130. The parties have determined that the cost of accomplishing the work herein will not exceed $25,000. Payment for satisfactory performance of the work will not exceed this amount unless the parties mutually agree to a higher amount. Compensation for services will be based on the following rates or in accordance with the following terms, or as set forth in accordance with Schedule "A". 4.2. Federal funds disbursed through this Contract were received by HCA through OMB Catalogue of Federal Domestic Assistance (CFDA) Number: 93.788, SAMHSA Center for Substance Abuse Treatment, 6H79TI081705-02L001, Washington State Opioid Response (SOR) Grant. Contractor agrees to comply with applicable rules and regulations associated with these federal funds and has signed Attachment 2: Federal Compliance, Certification and Assurances. attached. 5. OVERPAYMENTS TO CONTRACTOR In the event that overpayments or erroneous-payments-have been.made to the Contractor under this Contract, HCA will provide written notice to Contractor and Contractor will refund the full amount to HCA within thirty (30) calendar days of the notice. If Contractor fails to make timely refund, HCA may charge Contractor one percent (1%) per month on the amount due, until paid in full. If the Contractor disagrees with HCA's actions under this section, then it may invoke the dispute resolution provisions of Section 12. Disputes. 6. BILLING PROCEDURE 6.1. Contractor must submit accurate invoices to the following address for all amounts to be paid by HCA via e-mail to amy.dura@hca.wa gov. Include the HCA Contract number in the subject line of the email. 6.2. Invoices must describe and document to HCA's satisfaction a description of the work performed, the progress of the project, and fees. If expenses are invoiced. invoices must provide a detailed Washington State Page 3 of 28 HCA IAA K4821 Health Care Authority APPENDIX t. breakdown of each type. Any single expense in the amount of$50.00 or more must be accompanied by a receipt in order to receive reimbursement. All invoices will be reviewed and must be approved by the Contract Manager or designee prior to payment. 6.3. Contractor must submit properly itemized invoices to include the following information, as applicable: 6.3.1 HCA Contract number K4821: 6.3.2 Contractor name, address, phone number; 6.3.3 Description of Services; 6.3.4 Date(s) of delivery; 6.3.5 Net invoice price for each item; 6.3.6 Applicable taxes; 6.3.7 Total invoice price; and 6.3.8 Payment terms and any available prompt payment discount. 6.4. Contractor will return incorrect or incomplete invoices for correction and reissue. The Agreement number must appear on all invoices, bills of lading, packages, and correspondence relating to this Agreement. 6.5. Payment will be considered timely if made within thirty(30) calendar days of receipt of properly completed invoices. Payment will be directly deposited in the bank account or sent to the address Contractor designated in this Agreement. 6.6. Upon expiration or termination any claims for payment for costs due and payable under this Agreement that are incurred prior to the expiration date must be submitted by Contractor within sixty (60) calendar days after the expiration date. There will be no obligation to pay any claims that are submitted sixty-one (61) or more calendar days after the expiration date ("Belated Claims'). Belated Claims will be paid at HCA's sole discretion, and any such potential payment is contingent upon the availability of funds. 7. AGREEMENT CHANGES, MODIFICATIONS AND AMENDMENTS This Agreement may be amended by mutual agreement of the parties. Such amendments are not binding unless they are in writing and signed by an Authorized Representative of each party. 8. SUBCONTRACTING Neither the Contractor nor any Subcontractor shall enter into subcontracts for any of the work contemplated under this Agreement without obtaining HCA's prior written approval. HCA shall have no responsibility for any action of any such Subcontractors. 9. ASSIGNMENT Washington State Page 4 of 28 HCA IAA K4821 Health Care Authority | APPENDIX The work 0zbe provided under this Agreement, and any claim arising Uhereunder � not 000ignab� �ordooa�obve�herpm� pa rt, � party, which consent will not bo unreasonably withheld. 10. CONTRACT MANAGEMENT The Contract Manager for each of the parties, named on the face of this Contract, will beresponsible for and will be the contact person for all communications and billings regarding the performance of this Agreement. Either party must notify the other party within thirty (30) days of change of Contract Management. Changes in Contract Management shall require onamendment. 1I. DISALLOWED COSTS The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its Subcontractors Y2. DISPUTES In the event that a dispute arises under this Agreement, it will be determined by a Dispute Board in the following manner: Each party to this Agreement will appoint one member to the Dispute Board. The members so appointed will jointly appoint an additional member to the Dispute Board. The Dispute Board will naviexvthe faots. Agreement terms and applicable statutes and rules and make a detenninebonof the dispute. The Dispute Board vvi|| thereafter decide the dispute with the nn ' ' �ority prevailing. The determination of the Dispute Board will be final and binding on the parties he--to As an alternative to this process, either of the parties may request intervention by the e provided by RCVV43 17,330. in which event the Governor's process will control. Governor, - 11 GOVERNANCE 131 This Agreement is entered into pursuant to and under the authority granted by the laws of the state of Washington and any applicable federal laws. The provisions of this Agreement will be construed to conform to those laws. 13.2 In the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable statute or rule, the inconsistency will be resolved by giving precedence in the ' following order: 132 1 Applicable federal and state statutes and regulations 13�22 Attachment 1: Confidential Information Security Requirements-, 13 2.3 Attochment2: Federal Compliance, Certifications and Assurances 13.24 Attachment 3: Federal Funding Accountability and Transparency Act Data Collection Form 1325 Attaohmant4� Substance Abuse and Mental Health Services Administration (SAKAH3A)Award Terms- Washington Stata Pago5of2V nCA IAA x4O21 Health Care Authority I APPENDIX 13.2.6 Attachment 5: Federal Award Table: 13.2.7 Schedule A: Statement of Work; 13.2.8 Schedule B: Special Terms Definitions; and 13.2.9 Any other provisions of the agreement, including materials incorporated by reference. 14. FEDERAL FUNDING ACCOUNTABILITY&TRANSPARENCY ACT(FFATA) 14.1 This Contract is supported by federal funds that require compliance with the Federal Funding Accountability and Transparency Act (FFATA or the Transparency Act). The purpose of the Transparency Act is to make information available online so the public can see how federal funds are spent. 14.2 To comply with the act and be eligible to enter into this Contract, Contractor must have a Data Universal Numbering System (DUNS®) number. A DUNS®number provides a method to verify data about your organization. If Contractor does not already have one, a DUNS®number is available free of charge by contacting Dun and Bradstreet at www.dnb.com. 14.3 Information about Contractor and this Contract will be made available on w w.uscontractorregistration.corn,- by HCA as required by P.L. 109-282. HCA's Attachment 3: Federal Funding Accountability and Transparency Act Data Collection Form, is considered part of this Contract and must be completed and returned along with the Contract. 15. INDEPENDENT CAPACITY The employees or agents of each party who are engaged in the performance of this Agreement will not be considered for any purpose to be employees or agents of the other party. 16. RECORDS MAINTENANCE 14.4 The parties to this Agreement will each maintain books, records, documents and other evidence which sufficiently and properly reflect all direct and indirect costs expended by either party in the performance of the services described herein. These records will be subject to inspection, review or audit by personnel of both parties. other personnel duly authorized by either party, the Office of the State Auditor, and federal officials so authorized by law. All books. records, documents, and other material relevant to this Agreement will be retained for six years after expiration and the Office of the State Auditor, federal auditors. and any persons duly authorized by the parties will have full access and the right to examine any of these materials during this period. 14.5 Records and other documents, in any medium, furnished by one party to this Agreement to the other party, will remain the property of the furnishing party, unless otherwise agreed. The receiving party will not disclose or make available this material to any third parties without first giving notice to the furnishing party and giving it a reasonable opportunity to respond. Each party will use reasonable security procedures and protections to assure that records and documents provided by the other party are not erroneously disclosed to third parties. Washington State Page 6 of 28 HCA !AA K4821 Health Care Authority APPENnl . 17. RIGHTS IN DATA Unless otherwise provided, data which originates from this Agreement will be "works for hire" as defined by the U.S. Copyright Act of 1976 and will be owned by HCA. Data will include, but not be limited to, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes and/or sound reproductions. Ownership includes the right to copyright, patent, register and the ability to transfer these rights. 18. CONFIDENTIALITY Each party agrees not to divulge, publish or otherwise make known to unauthorized persons confidential information accessed under this Agreement. Contractor agrees that all materials containing confidential information received pursuant to this Agreement, including. but not limited to information derived from or containing patient records, claimant file and medical case management report information, relations with HCA's clients and its employees, and any other information which may be classified as confidential, shall not be disclosed to other persons without HCA's written consent except as may be required by law. 19. CONFIDENTIAL INFORMATION SECURITY The federal government, including the State of Washington all maintain security requirements regarding privacy, data access, and other areas. Contractor is required to comply with the Confidential Information Security Requirements set out in Attachment 1 to this Contract and appropriate portions of the Washington OCIO Security Standard, 141.10 (https://ocio.wa.gov/policies/141-securing-information-technology-assets/14110-securinq- i nformation-technoicgy-assets). 20. SEVERABILITY If any provision of this Agreement or any provision of any document incorporated by reference will be held invalid, such invalidity will not affect the other provisions of this Agreement, which can be given effect without the invalid provision if such remainder conforms to the requirements of applicable law and the fundamental purpose of this agreement, and to this end the provisions of this Agreement are declared to be severable. 21. SUBRECIPIENT 20.1 General 20.1.1 If the Contractor is a subrecipient (as defined in 45 CFR 75.2 and 2 CFR 200.93) of federal awards. then the Contractor, in accordance with 2 CFR 200.501 and 45 CFR 75.501, shall: 20.1.1.1 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 Washington State Page 7 of 28 HCA IAA K4821 Health Care Authority � | A PP END!XC number and year, name of the federal agency, and name of the pass-through entity; 2O.1 1.2 Maintain internal controls that provide reasonable assurance that the Contractor is managing federal awards in compliance with |evva, regulations. and provisions pf contracts or grant agreements that could have amaterial effect on each of its federal progrmnlo� 20 1 1 3 Prepare appropriate financial ntatennentn, including m schedule of expenditures of federal awards-, 201 14 Incorporate OMB Super Circular 2CFR2OO.5O1 and 45CFR75.501audit requirements into all agreements between the Contractor and its Subcontractors who are subreoipianto� 20.1.2 Comply with any future amendments to OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501 and any successor orreplacement Circular or regulation-, 201.3 Comply with the applicable requirements of OMB Super Circular 2 CFR 200.501 and 45CFR755O1 and any future amendments to OMB Super Circular 2CFR2OO.5O1 and 45 CFR 75.501, and any successor or replacement Circular or regulation,, and 20.1.4 Comply with the Omnibus Crime Control and Safe streets Act of 1968, Title V1 of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Title 11 of the Americans with Disabilities Act of1S8O. Title |Xof the Education Amendments of1S72. The Age Discrimination Act of1S75. and The Department of Justice Non- Discrimination Regulations, 28 C.F.R. Part42. Subparts C.D.E. and G. and 28 C.F,R Part 35 and 39 (Go to �����Cojpqov/about/officea/ocrhtrn for additional information and access to the aforementioned Federal laws and regu|ationo ) 20�2 Single Audit Act Compliance 20 2 1 If the Contractor is e oubreoipient and expends B750.000 or more in federal awards from any and/or all sources in any fiscal year, the Contractor will procure and pay for a- muKfit or program-specific audit for that fimoa|yoar. Upon completion uf each audit, the Contractor will: 20.22 Submit to the Authority contact person the data collection form and reporting package specified in OMB Super Circular 2CFR2OO5O1 and 45CFR755O1. reports required by the program-specific audit guide (if applicable). and a copy of any management letters issued by the audbor� 2023 Follow-up and develop corrective action for all audit findinge� in accordance with OMB Super Circular 2CFR2OO5O1 and 45CFR75.5O1. prepare e "Summary Schedule of Prior Audit Findingm." 20.3 Overpayments Washington State Page Uof28 HCA |AAK*821 Health Care Authority APPENDIX C 20.3.1 If it is determined by HCA, or during the course of a required audit, that Contractor has been paid unallowable costs under this or any Program Agreement, Contractor will refund the full amount to HCA as provided in Section 5. Overpayments to Contractors. 22. FUNDING AVAILABILITY HCA's ability to make payments is contingent on funding availability. In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date and prior to completion or expiration date of this Agreement, HCA, at its sole discretion, may elect to terminate the Agreement, in whole or part, or to renegotiate the Agreement subject to new funding limitations and conditions. HCA may also elect to suspend performance of the Agreement until HCA determines the funding insufficiency is resolved. HCA may exercise any of these options with no notification restrictions. 23. TERMINATION Either party may terminate this Agreement upon 30-days' prior written notification to the other party. If this Agreement is so terminated, the parties will be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. 24. TERMINATION FOR CAUSE If for any cause, either party does not fulfill in a timely and proper manner its obligations under this Agreement, or if either party violates any of these terms and conditions, the aggrieved party will give the other party written notice of such failure or violation. The responsible party will be given the opportunity to correct the violation or failure within 15 working days. If failure or violation is not corrected, this Agreement may be terminated immediately by written notice of the aggrieved party to the other. 25. WAIVER A failure by either party to exercise its rights under this Agreement will not preclude that party from subsequent exercise of such rights and will not constitute a waiver of any other rights under this Agreement unless stated to be such in a writing signed by an Authorized Representative of the party and attached to the original Agreement. 26. ALL WRITINGS CONTAINED HEREIN This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement will be deemed to exist or to bind any of the parties hereto. 27. SURVIVORSHIP The terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the completion of the performance expiration or termination of this Agreement shall so survive. In addition. the terms of the sections titled Rights in Data. Confidentiality. Disputes and Records Maintenance shall survive the termination of this Agreement. Washington State Page 9 of 28 HCA !AA K4821 Health Care Authority APPENDIX C ATTACHMENT 1 Confidential Information Security Requirements Definitions In addition to the definitions set out in Section 1 of this Contract, the definitions below apply to this Attachment. a. "Hardened Password" means a string of characters containing at least three of the following character classes: upper case letters; lower case letters; numerals; and special characters, such as an asterisk, ampersand or exclamation point. i. Passwords for external authentication must be a minimum of 10 characters long. ii. Passwords for internal authentication must be a minimum of 8 characters long. iii. Passwords used for system service or service accounts must be a minimum of 20 characters long. b. "Portable/Removable Media" means any Data storage device that can be detached or removed from a computer and transported, including but not limited to: optical media (e.g. CDs. DVDs); USB drives; or flash media (e.g. CompactFlash, SD. MMC). c. "Portable/Removable Devices" means any small computing device that can be transported, including but not limited to: handhelds/PDAsfSmartphones; Ultramobile PC's, flash memory devices (e.g. USB flash drives, personal media players); and laptops/notebook/tablet computers. If used to store Confidential Information, devices should be Federal Information Processing Standards (FIPS) Level 2 compliant. d. "Secured Area" means an area to which only Authorized Users have access. Secured Areas may include buildings, rooms. or locked storage containers (such as a filing cabinet) within a room, as long as access to the Confidential Information is not available to unauthorized personnel. e. "Transmitting" means the transferring of data electronically, such as via email, SFTP, webservices. AWS Snowball. etc. f. "Trusted System(s)" means the following methods of physical delivery: (1) hand-delivery by a person authorized to have access to the Confidential Information with written acknowledgement of receipt; (2) United States Postal Service ("USPS") first class mail, or USPS delivery services that include Tracking, such as Certified Mail, Express Mail or Registered Mail:. (3) commercial delivery services (e.g. FedEx, UPS. DHL) which offer tracking and receipt confirmation: and (4) the Washington State Campus mail system. For electronic transmission. the Washington State Governmental Network (SGN) is a Trusted System for communications within that Network. Washington State Page 10 of 28 HCA IAA K4821 Health Care Authority Attachment 1. Confidential Information Security Requirements ( / APPENDIX C g "Unique User |[y means e string of characters that identifies a specific user and mdhioh, in conjunction with m paoavvord, peasphnamm, or other mechanism, authenticates a user to an information system. Confidential Information Tnmmsmni1±img a When transmitting HCA'm Confidential Information electronically. including via email, the Data nnuotbaencrypted using N|ST8OO-oeries approved algorithms (h�p,,Xca/cnioLgov/pub/icationo/PubsGPshtm|) This includes transmission over the public interneL b When transmitting HCA'o Confidential Information via paper documents, the Receiving Party must use a Trusted System. Protection mf Confidential Information The Contractor agrees to stone Confidential Information as described: o. Data atRest /. Data will be encrypted with N|ST8OO-sorieo approved algorithms. Encryption keys will be stored and protected independently nf the data. Access to the Data will be restricted to Authorized Users through the use of access control lists, a Unique User |D. and a Hardened Pasaword, or other authentication mechanisms which provide aqua/ or greater security. such as biometrics or smart cards. Gyetmrns which contain or provide access to Confidential Information must be located in an area that is accessible only to authorized personnel, with access controlled through use of a key, Card hey. combination |ock. or comparable mechanism. ii Data stored on Portable/Removable Media or Devices: * Confidential Information provided by HCAon Removable Media will be encrypted with NISTOOO'aerieoapproved algorithms. Encryption keys will be stoned and - ^ protected independently ofthe Data. ° HCA'sdata must not bestored bv the Receiving Party on Portable Devices or Media unless specifically authorized within the Data Share Agreement, If so authorized, the Receiving Party must protect the Data by: - 1 Encrypting with N|ST8OO'aeriem approved algorithms. Encryption keys will be stored and protected independently of the dotm� 2 Control access to the devices with a Unique User ID and Hardened Password or stronger authentication method such asa physical token or biometrics� l Keeping devices in |ookoU storage when not in use; Washington State Page11 nf28 HCA /AA K4821 Health Care Authority Attachment 1i Confidential Information Security Requirements APPENDIX C 4. Using check-in/check-out procedures when devices are shared; 5. Maintain an inventory of devices; and 6. Ensure that when being transported outside of a Secured Area, all devices with Data are under the physical control of an Authorized User. b. Paper documents. Any paper records containing Confidential Information must be protected by storing the records in a Secured Area that is accessible only to authorized personnel. When not in use, such records must be stored in a locked container, such as a file cabinet, locking drawer, or safe, to which only authorized persons have access. Confidential Information Segregation HCA Confidential Information received under this Contract must be segregated or otherwise distinguishable from non-HCA data. This is to ensure that when no longer needed by the Contractor, all HCA Confidential Information can be identified for return or destruction. It also aids in determining whether HCA Confidential Information has or may have been compromised in the event of a security Breach. a. The HCA Confidential Information must be kept in one of the following ways: i. on media (e.g. hard disk, optical disc, tape, etc.)which will contain only HCA Data: or ii. in a logical container on electronic media, such as a partition or folder dedicated to HCA's Data: or in a database that will contain only HCA Data: or iv. within a database and will be distinguishable from non-HCA Data by the value of a specific field or fields within database records; or v. when stored as physical paper documents. physically segregated from non-HCA Data in a drawer, folder, or other container. b. When it is not feasible or practical to segregate HCA Confidential Information from non- HCA data. then both the HCA Confidential Information and the non-HCA data with which it is commingled must be protected as described in this Attachment. Confidential Information Shared with Subcontractors If HCA Confidential Information provided under this Contract is to be shared with a Subcontractor, the contract with the Subcontractor must include all of the Confidential Information Security Requirements. Washington State Page 12 of 28 HCA iAA K4821 Health Care Authority Attachment 1 Confidential Information Security Requirements � � | / 4PPENO/XC Confidential Information Disposition � When the Confidential Information is no longer needed, except as noted below, the Confidential Information must be returned toHCAordestroyed. Media are to be destroyed using amethod documented within N/8T8OO'88 (http://csrcnixtgov/pub|icadona/PubsSPS.htm|). m For HCA's Confidential Information stored on network disks, deleting unneeded Confidential Information iosufficient am long aa the disks remain ina Secured Area and / / otherwise meet the requirements listed inSection . . aUovm. Destruction ofthe Confidential Information as outlined in this section of this Attachment may be deferred until the disks are retired, rep|aoed, or otherwise taken out of the Secured Area. Washington State Page }3ofZ0 *CA IAA K4821 APPENDIX ATTACHMENT 2—Federal Compliance, Certifications, and Assurances I. FEDERAL COMPLIANCE-The use of federal funds requires additional compliance and control mechanisms to be in place. The following represents the majority of compliance elements that may apply to any federal funds provided under this contract. For clarification regarding any of these elements or details specific to the federal funds in this contract, contact: Amy Dura. a. Source of Funds SOR: This Contract is being funded partially or in full through Cooperative Contract number 6H79TI081705-02L001, the full and complete terms and provisions of which are hereby incorporated into this Contract. Federal funds to support this Contract are identified by the Catalog of Federal Domestic Assistance(CFDA) number 93.788, in the amount of $25,000 The Contractor or Subrecipient is responsible for tracking and reporting the cumulative amount expended under HCA Contract K4821. b. Period of Availability of Funds SOR: Pursuant to 45 CFR 92.23, Contractor or Subrecipient may charge to the award only costs resulting from obligations of the funding period specified in 6H79TI081705-02L001 unless carryover of unobligated balances is permitted, in which case the carryover balances may be charged for costs resulting from obligations of the subsequent funding period. All obligations incurred under the award must be liquidated no later than 90 days after the end of the funding period. c. Single Audit Act:This section applies to subrecipients only. Subrecipient(including private, for-profit hospitals and non-profit institutions) shall adhere to the federal Office of Management and Budget(OMB)Super Circular 2 CFR200.501 and 45 CFR 75.501. A Subrecipient who expends$750,000 or more in federal awards during a given fiscal year shall have a single or program-specific audit for that year in accordance with the provisions of OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501. d. Modifications:This Contract may not be modified or amended, nor may any term or provision be waived or discharged, including this particular Paragraph, except in writing, signed upon by both parties. 1. Examples of items requiring Health Care Authority prior written approval include, but are not limited to, the following: i. Deviations from the budget and Project plan. ii. Change in scope or objective of the Contract. iii. Change in a key person specified in the Contract. iv. The absence for more than one (1) months or a 25% reduction in time by the Project Manager/Director. v. Need for additional funding. vi. Inclusion of costs that require prior approvals as outlined in the appropriate cost principles. vii. Any changes in budget line item(s)of greater than twenty percent(20%)of the total budget in this Contract. 2. No changes are to be implemented by the Sub-awardee until a written notice of approval is received from the Health Care Authority. e. Sub-Contracting: The Contractor or Subrecipient shall not enter into a sub-contract for any of the work performed under this Contract without obtaining the prior written approval of the Health Care Authority. If sub-contractors are approved by the Health Care Authority, the subcontract, shall contain, at a minimum, sections of the Contract pertaining to Debarred and Suspended Vendors, Lobbying certification, Audit requirements, and/or any other project Federal, state, and local requirements. Washington State Page 14 of 28 HCA IAA K4821 Health Care Authority Attachment 2: Federal Compliance, Certifications, and Assurances f. Condition for Receipt of Health Care Authority Funds: Funds provided by Health Care Authority to the Contractor or Subrecipient under this Contract may not be used by the Contractor or Subrecipient as a match or cost-sharing provision to secure other federal monies without prior written approval by the Health Care Authority. g. Unallowable Costs:The Contractor or Subrecipient's expenditures shall be subject to reduction for amounts included in any invoice or prior payment made which determined by HCA not to constitute allowable costs on the basis of audits, reviews, or monitoring of this Contract. h. Supplanting Compliance: SABG:if SABG funds support this Contract, the Block Grant will not be used to supplant State funding of alcohol and other drug prevention and treatment programs. (45 CFR section 96.123(a)(10)). i. Citizenship/Allen Verification/Determination:The Personal Responsibility and Work Opportunity Reconciliation Act(PRWORA)of 1996 (PL 104-193)states that federal public benefits should be made available only to U.S. citizens and qualified aliens. Entities that offer a service defined as a''federal public benefit"must make a citizenship/qualified alien determination/verification of applicants at the time of application as part of the eligibility criteria. Non-US citizens and unqualified aliens are not eligible to receive the services. PL 104-193 also includes specific reporting requirements. j. Federal Compliance:The Contractor or Subrecipient shall comply with all applicable State and Federal statutes, laws, rules, and regulations in the performance of this Contract, whether included specifically in this Contract or not. k. Civil Rights and Non-Discrimination Obligations: During the performance of this Contract, the Contractor or Subrecipient shall comply with all current and future federal statutes relating to nondiscrimination. These include but are not limited to: Title VI of the Civil Rights Act of 1964 (PL 88-352), Title IX of the Education Amendments of 1972 (20 U.S.C. §§ 1681-1683 and 1685-1686), section 504 of the Rehabilitation Act of 1973(29 U.S.C. §794), the Age Discrimination Act of 1975(42 U.S.C. §§6101-6107), the Drug Abuse Office and Treatment Act of 1972 (PL 92-255), the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970(PL 91- 616), §§523 and 527 of the Public Health Service Act of 1912(42 U.S.G. §§290dd-3 and 290ee-3), Title VIII of the Civil Rights Act of 1968(42 U.S.C. §§3601 et seq.), and the Americans with Disability Act(42 U.S.C,, Section 12101 et seq.) http://www.hhs.goviocricivilrights. HCA Federal Compliance Contact Information Federal Grants and Budget Specialist Health Care Policy Washington State Health Care Authority Post Office Box 42710 Olympia, Washington 98504-2 7 1 0 Ii. CIRCULARS `COMPLIANCE MATRIX' -The following compliance matrix identifies the OMB Circulars that contain the requirements which govern expenditure of federal funds. These.requirements apply to the Washington State Health Care Authority(HCA), as the primary recipient of federal funds and then follow the funds to the sub-awardee, Jefferson County, dba Sherriff's Office.The federal Circulars which provide the applicable administrative requirements, cost principles and audit requirements are identified by sub- awardee organization type. OMB CIRCULAR Washington State Page 15 of 28 HCA IAA K4821 Health Care Authority Attachment 2: Federal Compliance. Certifications;and Assurances APPENDIX L. ENTITY TYPE ADMINISTRATIVE COST AUDIT REQUIREMENTS REQUIREMENTS PRINCIPLES State. Local and Indian OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501 Tribal Governments and Governmental Hospitals Non-Profit Organizations and Non- Profit Hospitals Colleges or Universities and Affiliated Hospitals For-Profit Organizations Ill. STANDARD FEDERAL CERTIFICATIONS AND ASSURANCES - Following are the Assurances, Certifications, and Special Conditions that apply to all federally funded (in whole or in part) Contracts administered by the Washington State Health Care Authority. 1. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION : The undersigned (authorized official signing for the contracting organization) certifies to the best of his or her knowledge and belief, that the contractor, defined as the primary participant in accordance with 45 CFR Part 76, and its principals- are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency have not within a 3-year period preceding this contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain; or performing a public (Federal, State, or local) transaction or contract under a public transaction: violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records. making false statements, or receiving stolen property: are not presently indicted or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local)with commission of any of the offenses enumerated in Section 2 of this certification; and have not within a 3-year period preceding this contract had one or more public transactions (Federal, State, or local) terminated for cause or default. . Should the Contractor or Subrecipient not be-able to provide this certification, an explanation as to why should be placed after the assurances page in the contract. The contractor agrees by signing this contract that it will include. without modification, the clause above certification in all lower tier covered transactions (i.e.. transactions with sub- grantees and/or contractors) and in all solicitations for lower tier covered transactions in accordance with 45 CFR Part 76. 2. CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS: The undersigned (authorized official signing for the contracting organization) certifies that the contractor will, or will continue to, provide a drug-free workplace in accordance with 45 CFR Part 76 by: 1_ Publishing a statement notifying employees that the unlawful manufacture. distribution, dispensing, possession or use of a controlled substance is prohibited in the grantee's workplace and specifying the actions that will be taken against Washington State Page 16 of 28 FICA IAA K4821 Health Care Authority Attachment 2. Federal Compliance. Certifications and Assurances APPENDIX employees for violation of such prohibition; Establishing an ongoing drug-free awareness program to inform employees about i. The dangers of drug abuse in the workplace; ii. The contractor's policy of maintaining a drug-free workplace; iii. Any available drug counseling, rehabilitation, and employee assistance programs; and iv. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; 2. Making it a requirement that each employee to be engaged in the performance of the contract be given a copy of the statement required by paragraph(I)above; 3. Notifying the employee in the statement required by paragraph (I), above, that, as a condition of employment under the contract, the employee will— i. Abide by the terms of the statement; and ii. Notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five(5)calendar days after such conviction; 4. Notifying the agency in writing within ten calendar days after receiving notice under paragraph (lll)(b) from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, including position title, to every contract officer or other designee on whose contract activity the convicted employee was working,unless the Federal agency has designated a central point for the receipt of such notices. Notice shall include the identification number(s) of each affected grant; 5. Taking one of the following actions, within thirty(30)calendar days of receiving notice under paragraph (Ill)(b), with respect to any employee who is so convicted— '. Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or ii. Requiring such employee to participate satisfactorily in a drug abuse - - - - • assistance- or -rehabilitation program-approved for such purposes by a Federal, State, or local health, law enforcement,or other appropriate agency; 6. Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (I) through (V). For purposes of paragraph(V)regarding agency notification of criminal drug convictions;Authority has designated the following central point for receipt of such notices: Legal Services Manager WA State Health Care Authority PO Box 42700 Olympia, WA 98504-2700 3. 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 Washington State Page 17 of 28 HCA IAA K4821 Health Care Authority Attachment 2: Federal Compliance, Certifications. and Assurances Contracts from using Federal (appropriated) funds for lobbying the Executive or Legislative Branches of the Federal Government in connection with a SPECIFIC grant or cooperative Contract. Section 1352 also requires that each person who requests or receives a Federal grant or cooperative Contract must disclose lobbying undertaken with non-Federal (nonappropriated) funds. These requirements apply to grants and cooperative Contracts 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: 1. 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 Contract. and the extension, continuation. renewal; amendment, or modification of any Federal contract, grant, loan, or cooperative Contract. 2. 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 Contract, 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.) 3. 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 Contracts) 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. 4. CERTIFICATION REGARDING PROGRAM FRAUD CIVIL REMEDIES ACT(PFCRA): The undersigned (authorized official signing for the contracting organization) certifies that the statements herein are true, complete, and accurate to the best of his or her knowledge; and that he or she is aware that any false, fictitious, or fraudulent statements or claims may subject him or her to criminal civil, or administrative penalties- The undersigned agrees that the contracting organization will comply with the Public Health Service terms and conditions of award if a contract is awarded. 5. CERTIFICATION REGARDING ENVIRONMENTAL TOBACCO SMOKE: 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 Washington State Page 18 of 28 HCA IAA K4821 Health Care Authority Attachment 2: Federal Compliance. Certifications, and Assurances APPENDIX c 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. The Public Health Services strongly encourages all recipients to provide a smoke-free workplace and promote the non-use of tobacco products.This is consistent with the PHS mission to protect and advance the physical and mental health of the American people. 6. CERTIFICATION REGARDING OTHER RESPONSIBILITY MATTERS 1. The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. The prospective contractor shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective contractor to furnish a certification or an explanation shall disqualify such person from participation in this transaction. 2. The certification in this clause is a material representation of fact upon which reliance was placed when the department or agency determined to enter into this transaction. if it is later determined that the prospective contractor knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause of default. 3. The prospective contractor shall provide immediate written notice to the department or agency to whom this contract is submitted if at any time the prospective contractor learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may contact the person to whom this contract is submitted for assistance in obtaining a copy of those regulations. 5. The prospective contractor agrees by submitting this contract that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared Washington State Page 19 of 28 HCA IAA K4821 Health Care Authority Attachment 2' Federal Compliance: Certifications and Assurances APPENDIX ineligible, or voluntarily excluded from participation in this covered transaction. unless authorized by Authority. 6. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 7. Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, HCA may terminate this transaction for cause or default. CONTRACTOR SIGNATURE REQUIRED SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE CA64IY �0cc Please also print or type name: Kole ()'60() ORGANIZATION NAME: (if applicable) DATE -Re(�'�OY\ 661 V1 4 /'z 7 Washington State Page 20 of 28 HCA IAA K4821 Health Care Authority Attachment 2: Federal Compliance, Certifications. and Assurances I APPENDIX ATTACHMENT 3 Federal Funding Accountability and Transparency Act (FFATA) Data Collection Form This Contract is supported by federal funds that require compliance with the Federal Funding Accountability and Transparency Act(FFATA or the Transparency Act). The purpose of the Transparency Act is to make information available online so the public can see how federal funds are spent. To comply with the act and be eligible to enter into this contract, your organization must have a Data Universal Numbering System(DUNS®)number. A DUNS®number provides a method to verify data about your organization. If you do not already have one,you may receive a DUNS number free of charge by contacting Dun and Bradstreet at www.dnb.com. Required Information about your organization and this contract will be made available on USASpending.gov by RCA as required by P.L. 109-282. As a tool to provide the information.HCA encourages registration with the Central Contractor Registry(CCR) because less data entry and re-entry is required by both HCA and your organization. You may register with CCR on-line at https://www.uscontractorregistration.corpf. CONTRACTOR Legal Name DUNS Number Principle Place of Performance Congressional District 3b. City State 3d. Zip+4 Country Are you registered in CCR(https://www uscontractorreo;sfration.comi)?OYES(skip to page 2. Sign,date and return) ONO In the preceding fiscal year did your organization: Receive 80%or more of annual gross revenue from procurement federal contracts, Subcontracts,grants, loans,sub-grants,and/or cooperative agreements;and $25,000,000 or more in annual gross revenues from federal procurement contracts, Subcontracts,grants,loans,subgrants,and/or cooperative agreements;and The public does not have access to information about the compensation of the executives through periodic reports filed with the IRS or the Security and Exchange Commission per 2 CFR Part 170.330 ❑ NO(skip the remainder of this section-Sign,date and return) ❑YES(You must report the names and total compensation of the top 5 highly compensated officials of your organization). Name Of Tote Compensation 1 2. 3. —4. 1 5. Note: "Total compensation"means the cash and noncash dollar value earned by the executive during the sub-recipient's past fiscal year of the following(for more information see 17 CFR 229.402(c)(2)) By signing this document,the Contractor Authorized Representative attests to the information. Signature of Contractor Authorized Representative Date er.„4„,_.... _ _ WI' be '2 41( Washington State Page 21 of 28 HCA IAA K4821 Health Care Authority Attachment 3: Federal Funding and Accountability and Transparency Act APPENDIX C HCA will not endorse the Contractor's sub-award until this form is completed and returned. FOR HEALTH CARE AUTHORITY USE ONLY HCA Contract Number: K4821 Sub-award Project Description (see instructions and examples below) Instructions for Sub-award Project Description: In the first line of the description provide a title for the sub-award that captures the main purpose of the Subrecipients work. Then, indicate the name of the Subrecipient and provide a brief description that captures the overall purpose of the sub-award, how the funds will be used, and what will be accomplished. Example of a Sub-award Project Description: Increase Healthy Behaviors: Educational Services District XYZ will provide training and technical assistance to chemical dependency centers to assist the centers to integrate tobacco use into their existing addiction treatment programs. Funds will also be.used to assist centers in_creatingtobacco free treatment environments. Washington State Page 22 of 28 HCA IAA K4821 Health Care Authority Attachment 3: Federal Funding and Accountability and Transparency Act ATTACHMENT 4 Substance Abuse and Mental Health Services Administration (SAMHSA) Award Terms If the funding for this Contract work should fall under the Substance Abuse and Mental Health Services Administration (SAMHSA)Award Terms outlined below the Contractor must comply with the requirements of those terms as they would apply to HCA. 1. SAMHSA Award Terms. • 1.1 This grant is subject to the terms and conditions, included directly, or incorporated by reference on the Notice of Award(NoA). 1.2 Grant funds cannot be used to supplant current funding of existing activities. 1.3 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$197,300 annually. 1.4 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 on-site program review of grants with significant amounts of Federal funding. 1.5 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. 1.6 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. 1.7 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. 1.8 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. 1.9 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 Grant H79T1081705 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." Washington State Page 23 of 28 HCA IAA K4821 Health Care Authority Attachment 4: SAMHSA Award Terms APPENDIX 1.10 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 travel costs (Meal and Incidental Expenses allowance) must be reduced by the allotted meal cost(s). 1.11 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. 1.12 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)). Washington State Page 24 of 28 HCA IAA K4821 Health Care Authority Attachment 4: SAMHSA Award Terms APPENDIX ATTACHMENT 5 Federal Award Identification for Subrecipients(reference 2 CFR 200.331) Washington State Opioid Response (SOR) Grant (i) Subrecipient name(which must match the name Jefferson County dba. Sherriffs Office associated with its unique entity identifier); (ii) Subrecipient's unique entity identifier; (DUNS) 619143741 (iii) Federal Award Identification Number(FAIN); H79T1081705 (iv) Federal Award Date(see§200.39 Federal award 09/03/2018 date); (v) Subaward Period of Performance Start and End 9/30/2020—9/29/2021 Date; (vi) Amount of Federal Funds Obligated by this action; ! $25,000 (vii) Total Amount of Federal Funds Obligated to the ! $25,000 subrecipient; (xiii) Total Amount of the Federal Award; $21,573,093 (ix) Federal award project description, as required to be Washington State Opioid Response(SOR) responsive to the Federal Funding Accountability Grant and Transparency Act(FFATA); (x) Name of Federal awarding agency, pass-through SAMHSA entity, and contact information for awarding official, WA State Health Care Authority Keri Waterland, Assistant Director DBHR j 626 8th Ave SE; Olympia, WA 98504-5330 Keri.waterlanda/hca.wa.gov (xi) CFDA Number and Name; the pass-through entity 93.788 must identify the dollar amount made available under each Federal award and the CFDA number at time of disbursement; (xii) Identification of whether the award is R&D; and 0 Yes No xiii) Indirect-cost rate for the Federal award.(including if . de minims-(10%) the de minimis rate is charged per§200.414 Indirect (F&A)costs). Washington State Page 25 of 28 HCA IAA K4821 Health Care Authority Attachment 5 Federal Award Identification Schedule A Statement of Work 1. Purpose: 1.1 SITE HERE shall purchase medications (one agonist and one antagonist) for the purpose of providing Medication for Opioid Use Disorder(MOUD)within their site for individuals with Opioid Use Disorder(OUD)and Opioid overdose reversal medication to individuals with OUD prior to release from jail. The site will make available one agonist and one antagonist medication. a. The site shall provide a quarterly report submitted to the HCA Contract Manager using an approved data report, to include: I. number of individuals served ii. type medication distributed iii. induction or maintenance iv. overdose reversal kits distributed v. number of overdose reversals documented through individual notification b. A total of$25,000 may be used for the purchase of the above medications for induction. maintenance and overdose reversal. The site will bill HCA with an A-19 quarterly as outlined in the deliverable table. 2. Budget and Deliverables: Deliverables Table- SOR No Cost Extension September 30, 2020 through September 29,2021 Deliverable Due Date Payment 1. Purchasing and Distribution December 31. 2020 Four(4)quarterly Medications(overdose reversal, March 30. 2021 payments of S6,250 agonist and antagonist medication) - June 30, 2021 for a total of Quarterly reports number of September 29. 2021 $25,000 individuals served by medication type _and reversals reported L TOTAL, I $25,000 _ Washington State Page 26 of 28 HCA IAA K4821 Health Care Authority Schedule A: Statement of Work APPENDIX Schedule B Definitions Specific to Special Terms The words and phrases listed below, as used in this Contract. shall each have the following definitions: a. "Agonist" means an FDA-approved opioid agonist medication (e.g., methadone, buprenorphine products including buprenorphine/naloxone combination formulations and buprenorphine mono-product formulations) for the maintenance treatment of opioid use disorder. b. "Antagonist" means the FDA-approved opioid antagonist medication (e.g., naltrexone products including extended-release and oral formulations) to prevent relapse to opioid use. c. "Culturally and Linguistically Appropriate Services" or"CLAS" means the national standards in health and health care intended to advance health equity, improve quality, and help eliminate health disparities by establishing a blueprint for health and health care organizations d. "Data Universal Numbering System" or `DUNS" means a unique identifier for businesses. DUNS numbers are assigned and maintained by Dun and Bradstreet (D&B) and are used for a variety of purposes, including applying for government contracting opportunities. e. "DBHR" means the HCA Division of Behavioral Health and Recovery, and its employees and authorized agents. f. "Electronic Health Records" or"EHR" means a certified electronic health record system that has been tested and certified by an approved Office of National Coordinator for Health Information Technology's (ONC) certifying body. g. "FDA" means the U.S. Food and Drug Administration. h. "HCA" means the Washington State Health Care Authority and its employees and authorized agents. "Medication Assisted Treatment' or"MAT" (now MOUD) means the use of FDA-approved opioid agonist medications e.( g., methadone, buprenorphine products including ,buprenorphine/naloxone combination formulations and buprenorphine mono-product formulations) for the treatment of opioid use disorder and the use of opioid antagonist medication (e.g. naltrexone products including extended-release and oral formulations) to prevent relapse to opioid use. j. "Medication for Opioid Use Disorder" or"MOUD" means the use of FDA-approved opioid agonist medications (e.g., methadone, buprenorphine products including buprenorphine/naloxone combination formulations and buprenorphine mono-product formulations) for the maintenance treatment of opioid use disorder and the use of opioid antagonist medication (e.g.. naltrexone products including extended-release and oral formulations) to prevent relapse to opioid use. k. °Naloxone" means a medication designed to rapidly reverse opioid overdose. The brand name is Narcan. Washington State Page 27 of 2� Health Care Authority g HCA !AA K4821 Schedule 8 Definitions Specific to Special Terms / / APPENDIX ,r," --' i ^{}piokd Use Disorder" o,^C)UO^ im defined bve pattern of problematic use ofopioids whetherprescription painkillers, or heroin, or other iU� it synthetic opioido Pnscdtmno ' �ornthe Diagnostic and Stat/n� �Woa| | - rsumocnter/a use disorder. Manual of Mental Disorders 5 (DSM 5) to diagnose opioid M. "Prescription Monitoring Drug Program" or "PMDP" means a law that the Washington State Legislature passed in 2007 requiring the Department of Health to create a prescription u//.vn/tonngproBnmm. The /axvdirectatheOepe�menttodeoigntheproQremtoim healthcare quality and effectiveness by: F�educingabuse ofcontrolled sub t prove duplicative prescribing and overpr000ribing and improving prescribing aata' reducing n ^Report' or "Monthly Report" means and refers tooreport that the Contractor will complete and submit toDBHRona monthly basis prior to monthly reimbursement. o '`SAK8H88'' means the U8 Department of Health and Human Sen/iceo Substance Abuse and Mental Health Services Administration, and its enlp|oyaeaand authorized agents. P. ^8ubstanceUse [JiaorderProfeooiona/'' or''8UDP^ meanaenindividue| certifiedinoubmt use disorder counseling by the Washington Department of Health Licensing. anoe q "SUC)'' means substance use disorder. Practitioners use criteria from the Diagnostic and Statistical Manual of Mental Disorders (DSK4-5) ' - ' Washington State o2�n«2O Hea|mCone�uU�on� ' -° HCA |AAx4821 CONTRACT REVIEW FORM CONTRACT WITH: Olympic Peninsula Services TRACKING NO.: (Contractor/Consultant) CONTRACT FOR: Opiod Treatment Network,and Medications TERM: 1 yr COUNTY DEPARTMENT: Jefferson County Sheriffs Office RECEIVED For More Information Contact: David Fortino Contact Phone #: 360-344-9743 FEB 1 2 2021 RETURN TO: David Fortino RETURN BY: 2/12/2021 (Person in Department) 1SSIONERS — Y AMOUNT: S418,400.00 PROCESS: ❑ Exempt from Bid Process ❑ Consultant Selection Process Revenue ❑ Cooperative Purchase Expenditure $418,400.00 ❑ Competitive Sealed Bid Matching funds Required ❑ Small Works Roster Source(s)of Matching Funds ❑ Vendor List Bid ❑ RFP or RFC) i Other Step I : REVIEW T�� R. iew / Ii�"/"�"/'% �r .2444 Date ' .'ewe*: APPROVED FORM ❑ Returnee for revision(See Comments) Comments Step 2: REVIEW BY PROSECUTING ATTORNEY Review by: _ ` Philip C. Hunsucker Date Reviewed: February 16,2021 Chief Civil Deputy Prosecuting Attorney El APPROVED AS TO FORM 0 Returned for revision(See Comments) Comments Step 3: (If required) DEPARTMENT MAKES REVISIONS& RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY Step 4: CONTRACTOR/CONSULTANT SIGNS APPROPRIATE NUMBER OF ORIGINALS Step 5: SUBMIT TO BOCC FOR APPROVAL Submit original Contract(s).Agenda Request,and Contract Review form. Also,please send 2 copies of just the Contract(s)(with the originals)to the BOCC Office. Place"Sign Here"markers on all places the ROCC needs to sign. MUST be in BOCC Office by 4:30 p.m.TUESDAY for the following Monday's agenda. (This form to stay with contract throughout the contract review process.) Adiel F. McKnight From: annie failoni <annie@ophsmail.com> Sent: Wednesday, February 17, 2021 1:08 PM To: Philip Morley Cc: Adiel F. McKnight; David Fortino Subject: Re: Signature Approval Request for Subcontract Agreement for Opioid Treatment Network and Medications CAUTION: This email originated from outside your organization. Exercise caution when opening attachments or clicking links, especially from unknown senders. Hello Philip, This change is acceptable to me and you can use my previous signed signature page. Thank you, Annie On Wed, Feb 17, 2021 at 9:37 AM Philip Morley<pmorley@co.jefferson.wa.us>wrote: Dear Ms. Failoni, Congratulations,yesterday the Board of County Commissioners approved Jefferson County's Subcontract with Olympic Peninsula Health Services for Opioid Treatment Network and Medications. In doing so,the Board made a minor amendment, adding a ratification clause to Section A.Term of the Agreement, as shown below. I am writing to request your written permission to use your original signature page of the Agreement that you previously signed, before the Board's amendment. Section A.Term of the Agreement as amended now reads: A. TERM OF THIS AGREEMENT The term of this Agreement is from September 30, 2020 through September 29, 2021. Work performed between September 30,2020 and the execution of this Agreement that is consistent with the provisions of this Agreement is hereby ratified. [yellow highlight added in this email to show added language] No other changes were made to the Agreement that you previously signed. Do you accept the change described above, and do you approve using your previously signed signature page from the prior version of this Agreement? i Also, please note that after the Board took action, we discovered the Agreement already contained a ratification clause, in Section H. Reimbursements. Paragraph H.(2) reads, (2) Work performed between September 30,2020 and the execution of this Agreement that is consistent with the provisions of this Agreement is hereby ratified. There is no impact created by now having the ratification clause in two places of the Agreement. Please reply all on whether you approve the County using your previously signed signature page from this Agreement. Feel free to call me or David Fortino if you have questions. Thank you Annie. Philip Philip Morley Jefferson County Administrator pmorley@ico.jefferson.wa.us (360) 385-9100 x-383 This is a reminder that all email to or from this email address may be subject to the Public Records Act contained in RCW 42.56. Additionally, all email to and from the county is captured and archived by Information Services. ***Email may be considered a public record subject to public disclosure under RCW 42.56*** Annie Failoni ARNP Olympic Peninsula Health Services 2 661 Ness Corner Road/1605 E Front St Suite C Port Hadlock,WA 98339/Port Angeles, WA 98362 360-912-5777 This message(including any attachments)is intended only for the use of the individual or entity to which it is addressed and may contain information that is non-public,proprietary,privileged,confidential,and exempt from disclosure under applicable law or may constitute as attorney work product. If you are not the intended recipient,you are hereby notified that any use,dissemination,distribution,or copying of this communication is strictly prohibited. If you have received this communication in error,notify us immediately by telephone and(i) destroy this message if a facsimile or(ii)delete this message immediately if this is an electronic communication.Thank you. 3 sl.-1E^R/P,r SHERIFF]OE NOLE ' JEFFERSON COUNTY SHERIFF I\" 79 ELKINS ROAD* PORT HADLOCK, WASHINGTON 98339 JEFFERSON (360)-385-3831e FAX (360)-379-0513 COUN'N From: David Fortino,Jail Superintendent To: File Date: February, 11 2021 RE: Sole Source Justification for Olympic Peninsula Health Services to provide Medicated Assisted Treatment Services. Pursuant to RCW 32.04.280 and County Code JCC 3.55.170,this contract qualifies for a sole source procurement process. Olympic Peninsula Health Services has long standing working relationship with the Jefferson County Jail as they have previously provided Medicated Assisted Treatment Services to the jail during the SOR I HCA MAT Grant. The grant period, originally intended for 12 months has been shortened to 7 months or less because of a delay in the Health Care Authority transmitting a grant agreement to the County. As of today,the County has approved both HCA contracts#K4868 and K4821, but the State has not yet signed and returned them. Until September 30 of 2020,the County had a grant to provide Medically Assisted Treatment using Olympic Peninsula Health Services as the subrecipient to provide the service. The County(and other jurisdictions in Washington)were informed in September that a new round of funding was being approved, and informed local jurisdictions they were authorized to continue opioid treatment services even before the new grant agreements were available. Because there was no lead time and inmates were in mid-MAT treatment, continuing service with OPHS was essential to avoid interrupting medication treatment for those inmates.As such,this necessarily is a sole source contract. Execution of the Subrecipient Agreement also formally ratifies those services which have already been provided. - Risk Mar�ger Review D to -7,,,Nest!,,,;;2;2 ) U.