HomeMy WebLinkAboutWS DSHS General Terms PH615 Sheridan Street
Port Townsend, WA 98368
�e ehson www.JeffersonCountyPublicHealth.org
Public Hea t�i Consent Agenda
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Mark McCauley, County Administrator
FROM: Veronica Shaw, Deputy Public Health Director
DATE:
SUBJECT: Agenda item — Washington State Department of Social & Health Services
(DSHS) General Terms and Conditions; July 1, 2023 — June 30, 2029
STATEMENT OF ISSUE:
Jefferson County Public Health (JCPH) requests Board approval of the DSHS General Terms and
Conditions, July 1, 2023 — June 30, 2029
ANALYSIS/STRATEGIC GOALS/PRO'S and CONS:
DSHS seeks an agreement on the General Terms and Conditions with local health jurisdictions at regularly
scheduled intervals, rather than at the time a new contract for actual goods and services irf being
negotiated. These General Terms and Conditions govern work to be performed under any agreement
between the parties (DHSH and JCPH) during the period July 1, 2023 through June 30, 2029, superseding
and replacing any previously executed terms and conditions.
FISCAL IMPACT/COST BENEFIT ANALYSIS:
There is no financial component to this agreement.
RECOMMENDATION:
JCPH management requests Board approval of the DSHS General Terms and Conditions, July 1, 2023 —
June 30, 2029
Mark McCauley,
Community Health
Developmental Disabilities
360-385-9400
360-385-9401 (f)
Always working for a safer and healthier community
Environmental Public Health
360-385-9444
(f) 360-379-4487
AD-23-026
DSHS and LOCAL DSHS Contract Number
w a s h i n g t o n state HEALTH JURISDICTION 2385.48590
Department of Social
AGREEMENT on
77!fV & Health Services GENERAL TERNS and
Transforming lives CONDITIONS
These General Terms and Conditions are between the state of Washington Local Health Jurisdiction Contract Number
Department of Social and Health Services (DSHS) and the Local Health
Jurisdiction (LHJ) identified below. These General Terms and Conditions govern AD-23-026
work to be performed under any Program Agreement between the parties. These
General Terns and Conditions supersede and replace any previously executed
General Terns and Conditions as of the start date below.
TERM of AGREEMENT: The term of this Agreement on General Terms and Conditions shall start and end on the
following dates, unless terminated sooner as provided herein,
START DATE: Jul 'l 2023 END [SATE: June 30 2029
LOCAL HEALTH JURISDICTION NAME DSHS INDEX NUMBER
Jefferson County 1223
LOCAL HEALTH JURISDICTION ADDRESS
615 S HE RI DAN STREET
Port Townsend WA 98368
LOCAL HEALTH JURISDICTION TELEPHONE LOCAL HEALTH JURISDICTION FAX
36038a-9400 300 386.9461
DSHS CENTRAL CONTRACT SERVICES ADDRESS DSHS CENTRAL CONTRACT SERVICES TELEPHONE
Central Contracts and Legal Services (360) 664-6055
PO Box 45811
Olympia, WA 98504-5811
By their signatures below, the parties agree to these General Terms and Conditions.
LOCAL HEALTH JURISDICTION SIGNATURE(S) DATE(S) PRINTED NAME(S) AND TITLE(S) TELEPHONE NUMBER
(INCLUDE AREA CODE)
Greg Brotherton, Chair 380 385-9400
Jefferson County Board of i
County Commissioners
DSHS SIGNATURE DATE PRINTED NAME AND TITLE TELEPHONE NUMBER
William Taplin (INCLUDE AREA CODE)
COLS Chief (350) 664-6046
Approved as to form only:
" June 7, 2023
Philip C. Hunsucker, Date
Chief Civil Deputy Prosecuting Attorney
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DSHS/Local Health Jurisdiction General Terms & conditions
Definitions. The words and phrases listed below, as used in the Agreement, shall each
have the following definitions:
a. "Agreement" means this Department of Social and Health Services and Local Health
Jurisdiction Agreement on General Terms and Conditions and any exhibits and other
documents attached or incorporated by reference. Unless plainly inconsistent with
context, the term "Agreement" includes and refers to all such agreements
collectively.
b. "CCLS chief" means the manager, or successor, of Central Contracts and Legal
Services or successor section or office.
C. "Central Contracts and Legal Services (COLS)" means the DSHS central
headquarters contracting office, or successor section or office.
d. "CFR" means the Code of Federal Regulations. All references in this Agreement
and any Program Agreement to CFR chapters or sections shall include any
successor, amended, or replacement regulation.
e. "Confidential Information" or "Data" means information that is protected from
disclosure to the public or other unauthorized persons under Chapter 42.55 RCW or
other federal or state laws. Confidential Information includes, but is not limited to,
Personal Information.
f. "Debarment" means an action taken by a Federal agency or official to exclude a
person or business entity from participating in transactions involving certain federal
funds.
g "DSHS" or "the department" or "the Department" means the Department of Social
and Health Services of the state of Washington.
h. "DSHS Representative" means any DSHS employee who has been delegated
contract -signing authority by the DSHS Secretary or their designee.
i. "General Terms and Conditions" means the contractual provisions contained within
this Agreement, which govern the contractual relationship between DSHS and the
LHJ, under the Program Agreements subsidiary to and incorporating therein by
reference this Agreement.
j. "LHJ" means the Local Health Jurisdiction, County Health District, county Health
Department, and the like, performing services pursuant to this Agreement and any
Program Agreement.
k. "Personal Information" means information identifiable to any person, including, but
not limited to, information that relates to a person's name, health, finances,
education, business, use or receipt of governmental services or other activities,
addresses, telephone numbers, social security numbers, driver license numbers,
other identifying numbers, or any financial identifiers.
I. "Program Agreement" means a written agreement between DSHS and the LHJ
containing special terms and conditions, including a statement of work to be
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performed by the LHJ and payment to be made by DSHS.
m. "RCW' means the Revised Code of Washington. All references in this Agreement
and any Program Agreement to RCW chapters or sections shall include any
successor, amended, or replacement statute. Pertinent RCW chapters can be
accessed at hfp://apps.leg.wa.gov/rcw/.
n. "Secretary" means the individual appointed by the Governor, State of Washington, as
the head of DSHS, or his/her designee.
o. "Secured Area" means an area to which only authorized representatives of the entity
possessing the Confidential Information 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.
p. "Subcontract" means a separate contract between the LHJ and an individual or entity
("Subcontractor") to perform all or a portion of the duties and obligations that the LHJ
shall perform pursuant to any Program Agreement.
q. "Trusted Systems" include only 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.
"USC" means the United States Code. All references in this Agreement and any
Program Agreement to USC chapters or sections shall include any successor,
amended, or replacement statute.
s. "WAC" means the Washington Administrative Code. All references in this
Agreement and any Program Agreement to WAC chapters or sections shall include
any successor, amended, or replacement regulation. Pertinent WAC chapters or
sections can be accessed at http://apps.leg.wa.gov/wac/.
2. Amendment. This Agreement, or any term or condition thereof, may be modified only
by a written amendment signed by both parties. only personnel authorized to bind each
of the parties shall sign an amendment.
3. Assignment. Except as otherwise provided herein in Section 21, the LHJ shall not
assign rights or obligations derived from this Agreement or any Program Agreement to a
third party without the prior, written consent of the COLS Chief and the written
assumption of the LHJ's obligations by the third party.
4. Billing Limitations.
a. DSHS shall pay the LHJ only for authorized services provided in accordance with
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this Agreement.
b. DSHS shall not pay any claims for payment for services submitted more than twelve
(12) months after the calendar month in which the services were performed.
c. The LHJ shall not bill, and DSHS shall not pay for services performed under this
Agreement, if the LHJ has charged or will charge another agency of the state of
Washington or any other party for the same services.
5. Compliance with Applicable Larry and Washington State Requirements.
a. Applicable Law. Throughout the performance of this Agreement, LHJ shall comply
with all federal, state, and local laws, regulations, and executive orders to the extent
they are applicable to this Agreement.
b. Civil Rights and Nondiscrimination. LHJ shall comply with all federal and state
civil rights and nondiscrimination laws, regulations, and executive orders to the
extent they are applicable to this Agreement, including, but not limited to, and as
amended, Titles VI and VII of the Civil Rights Act of 1964; Sections 503 and 504 of
the Rehabilitation Act of 1973; the Americans with Disabilities Act (ADA), Executive
order 11246; the Health I nsurance Portability and Accountability Act of 1996
(HIPAA); the Age Discrimination in Employment Act of 1967, the Age Discrimination
Act of 1975, the Vietnam Era Veterans' Readjustment Assistance Act of 1974, and
Chapter 49.60 of the Revised Code of Washington, Washington's Law Against
Discrimination. These laws, regulations and executive orders are incorporated by
reference herein to the extent that they are applicable to the Contract and required
by law to be so incorporated.
In the event of the LHJ's noncompliance or refusal to comply with any applicable
nondiscrimination laws, regulations, and executive orders, this Agreement may be
rescinded, canceled, or terminated in whole or in part.
c. Certification Regarding Russian Government Contracts and/or Investments.
LHJ shall abide by the requirements of Governor Jay Inslee's Directive 22-03 and all
subsequent amendments. The LHJ, by signature to this Contract, certifies that the
LHJ is not presently an agency of the Russian government, an entity which is
Russian -state owned to any extent, or an entity sanctioned by the United States
government in response to Russia's invasion of Ukraine. The LHJ also agrees to
include the above certification in any and all Subcontracts into which it enters. The
LHJ shall immediately notify DSHS if, during the term of this Contract, LHJ does not
comply with this certification. DSHS may immediately terminate this Contract by
providing LHJ written notice if LHJ does not comply with this certification during the
term hereof.
6. Confidentiality.
a. The LHJ shall not use, publish, transfer, sell or otherwise disclose any Confidential
Information gained by reason of this Contract for any purpose that is not directly
connected with LHJ's performance of the services contemplated hereunder, except:
(1) as provided by law; or,
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(2) in the case of Personal Information, with the prior written consent of the person
or personal representative of the person who is the subject of the Personal
Information.
b. The LHJ shall protect and maintain all Confidential Information gained by reason of
this Contract against unauthorized use, access, disclosure, modification or loss. This
duty requires the LHJ to employ reasonable security measures, which include
restricting access to the Confidential Information by:
(1) Allowing access only to staff that have an authorized business requirement to
view the Confidential Information.
(2) Physically Securing any computers, documents, or other media containing the
Confidential Information.
(3) Ensure the security of Confidential Information transmitted via fax (facsimile) by:
(a) Verifying the recipient phone number to prevent accidental transmittal of
Confidential Information to unauthorized persons.
(b) Communicating with the intended recipient before transmission to ensure that
the fax will be received only by an authorized person.
(c) Verifying after transmittal that the fax was received by the intended recipient.
(4) When transporting six (6) or more records containing Confidential Information,
outside a Secured Area, do one or more of the following as appropriate:
(a) Use a Trusted System.
(b) Encrypt the Confidential Information, including:
i. Encrypting email and/or email attachments which contain the Confidential
Information.
ii. Encrypting Confidential Information when it is stored on portable devices
or media, including but not limited to laptop computers and flash memory
devices.
Note: If the DSHS Data Security Requirements Exhibit is attached to this
contract, this item, 6.b.(4), is superseded by the language contained in the
Exhibit.
(5) Send paper documents containing Confidential Information via a Trusted System.
(6) Following the requirements of the DSHS Data Security Requirements Exhibit, if
attached to this contract.
c. Upon request by DSHS, at the end of the Contract term, or when no longer needed,
Confidential Information shall be returned to DSHS or LHJ shall certify in writing that
they employed a DSHS approved method to destroy the information. LHJ may
obtain information regarding approved destruction methods from the DSHS contact
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identified on the cover page of this Contract.
d. Paper documents with Confidential Information may be recycled through a
contracted firm, provided the contract with the recycler specifies that the
confidentiality of information will be protected, and the information destroyed through
the recycling process. Paper documents containing Confidential Information requiring
special handling (e.g. protected health information) must be destroyed on -site
through shredding, pulping, or incineration.
e. Notification of Compromise or Potential Compromise. The compromise or potential
compromise of Confidential Information must be reported to the DSHS Contact
designated on the contract within one (1) business day of discovery. LHJ must also
take actions to mitigate the risk of loss and comply with any notification or other
requirements imposed by law or DSHS.
7. Certification Regarding Ethics. By signing this Agreement, the LHJ certifies that the
LHJ is in compliance with Chapter 42.23 RCW and shall comply with Chapter 42.23
RCW throughout the term of this Agreement and any Program Agreement.
S. Debarment Certification. The LHJ, by signature to this Agreement, certifies that the
LHJ is not presently debarred, suspended, proposed for debarment, declared ineligible,
or voluntarily excluded from participating in this Agreement or any Program Agreement
by any federal department or agency. The LHJ also agrees to include the above
requirement in all subcontracts into which it enters.
9. Disputes. Both DSHS and the LHJ ("Parties") agree to work in good faith to resolve all
conflicts at the lowest level possible. However, if the Parties are not able to promptly
and efficiently resolve, through direct informal contact, any dispute concerning the
interpretation, application, or implementation of any section of the Agreement or
applicable Program Agreements), either Party may reduce its description of the dispute
in writing, and deliver it to the other Party for consideration. Once received, the
assigned managers or designees of each Party will work to informally and amicably
resolve the issue within five (5) business days. If the managers or designees are unable
to come to a mutually acceptable decision within five (5) business days, they may agree
to issue an extension to allow for more time.
If the dispute cannot be resolved by the managers or designees, the issue will be
referred through each Agency's respective operational protocols, to the Secretary of
DSHS ("Secretary") and the LHJ Representative or their deputy or designed delegate.
Both Parties will be responsible for submitting all relevant documentation, along with a
short statement as to how they believe the dispute should be settled, to the Secretary
and the LHJ Representative.
Upon receipt of the referral and relevant documentation, the Secretary and LHJ
Representative will confer to consider the potential options for resolution, and to arrive at
a decision within fifteen (15) business days. The Secretary and LHJ Representative
may appoint a review team, a facilitator, or both, to assist in the resolution of the dispute.
If the Secretary and LHJ Representative are unable to come to a mutually acceptable
decision within fifteen (15) days, they may agree to issue an extension to allow for more
time.
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Both Parties agree that, the existence of a dispute notwithstanding, the Parties will
continue without delay to carry out all respective responsibilities under the Agreement or
applicable Program Agreement(s) that are not affected by the dispute.
The final decision will be put in writing and will be signed by both the Secretary and LHJ
Representative. If the Agreement is active at the time of resolution and amendment of
the Agreement is warranted for ongoing clarity, the Parties will execute an amendment
to incorporate the final decision into the Agreement. If this dispute process is used, the
resolution decision will be final and binding as to the matter reviewed and the dispute
shall be settled in accordance with the terms of the decision. Notwithstanding the
foregoing, each Party reserves the right to litigate issues de novo in court.
10. Entire Agreement. This Agreement and any Program Agreement, including all
documents attached to or incorporated by reference into either, shall contain all the
terms and conditions to be agreed upon by the parties. Upon execution of any Program
Agreement, this Agreement shall be considered incorporated into that Program
Agreement by reference. No other understandings or representations, oral or otherwise,
regarding the subject matter of this Agreement or any Program Agreement shall be
deemed to exist or bind the parties.
11. E-Sig nature and Records. An electronic signature or electronic record of this Contract
or any other ancillary agreement shall be deemed to have the same legal effect as
delivery of an original executed copy of this Contract or such other ancillary agreement
for all purposes.
12. Governing Law and Venue. The laws of the state of Washington govern this
Agreement. In the event of a lawsuit by the LHJ against DSHS involving this Agreement
or a Program Agreement, venue shall be proper only in Thurston County, Washington.
In the event of a lawsuit by DSHS against the LHJ involving this Agreement or a
Program Agreement, venue shall be proper only as provided in RCW 36.01.050.
13. Responsibility. Each party to this Agreement shall be responsible for the negligence of
its officers, employees, and agents in the performance of any Program Agreement. No
party to this Agreement or any Program Agreement shall be responsible for the acts
and/or omissions of entities or individuals not party to this Agreement and any Program
Agreement. DSHS and the LHJ shall cooperate in the defense of tort lawsuits, when
possible. Both parties agree and understand that such cooperation may not be feasible
in all circumstances. DSHS and the LHJ agree to notify the attorneys of record in any
tort lawsuit where both are parties if either DSHS or the LHJ enters into settlement
negotiations. It is understood that the notice shall occur prior to any negotiations, or as
soon as possible thereafter, and the notice may be either written or oral.
14. Independent Status. For purposes of this Agreement and any Program Agreement, the
LHJ acknowledges that the LHJ is not an officer, employee, or agent of DSHS or the
state of Washington. The LHJ shall not hold out itself or any of its employees as, nor
claim status as, an officer, employee, or agent of DSHS or the state of Washington. The
LHJ shall not claim for itself or its employees any rights, privileges, or benefits which
would accrue to an employee of the state of Washington. The LHJ shall indemnify and
hold harmless DSHS from all obligations to pay or withhold federal or state taxes or
contributions on behalf of the LHJ or the LHJ's employees.
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15. Inspection. Either party may request reasonable access to the other party's records
and place of business for the limited purpose of monitoring, auditing, and evaluating the
other party's compliance with this Agreement, any Program Agreement, and applicable
laws and regulations. During the term of any Program Agreement and for one (1) year
following termination or expiration of the Program Agreement, the parties shall, upon
receiving reasonable written notice, provide the other party with access to its place of
business and to its records which are relevant to its compliance with this Agreement, any
Program Agreement, and applicable laws and regulations. This provision shall not be
construed to give either party access to the other party's records and place of business
for any other purpose. Nothing herein shall be construed to authorize either party to
possess or copy records of the other party.
15. Insurance. DSHS certifies that it is self -insured under the State's self-insurance liability
program, as provided by RCW 4.92.130, and shall pay for losses for which it is found
liable. The LHJ certifies that it is self -insured, is a member of a risk pool, or maintains
insurance coverage as required in any Program Agreements. The LHJ shall pay for
losses for which it is found liable.
17. Maintenance of Records. During the term of this Agreement and for six (6) years
following termination or expiration of this Agreement, both parties shall maintain records
sufficient to:
a. Document performance of all acts required by law, regulation, or this Agreement;
b. Demonstrate accounting procedures, practices, and records that sufficiently and
properly document the LHJ's invoices to DSHS and all expenditures made by the
LHJ to perform as required by this Agreement.
18. Operation of General Terms and Conditions. These General Terms and Conditions
shall be incorporated by reference into each Program Agreement between the LHJ and
DSHS in effect on or after the start date of this Agreement. These General Terms and
Conditions govern and apply only to work performed under Program Agreements
between the parties.
19. order of Precedence. In the event of an inconsistency in this Agreement and any
Program Agreement, unless otherwise provided herein, the inconsistency shall be
resolved by giving precedence, in the following order, to:
a. Applicable federal and state of Washington statutes and regulations;
b. This Agreement;
c. The Program Agreement(s).
20. ownership of Material. Material created by the LHJ and paid for by DSHS as a part of
any Program Agreement shall be owned by DSHS and shall be "work made for hire" as
defined by 17 USC§ 101. This material includes, but is not limited to: books; computer
programs; documents; films; pamphlets; reports; sound reproductions; studies; surveys;
tapes; and/or training materials. Material which the LHJ uses to perform a Program
Agreement but is not created for or paid for by DSHS is owned by the LHJ and is not
"work made for hire"; however, DSHS shall have a perpetual license to use this material
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for DSHS internal purposes at no charge to DSHS, provided that such license shall be
limited to the extent which the LHJ has a right to grant such a license.
21. Severability. The provisions of this Agreement and any Program Agreement are
severable. If any court holds invalid any provision of this Agreement or a Program
Agreement, including any provision of any document incorporated herein or therein by
reference, that invalidity shall not affect the other provisions this Agreement or that
Program Agreement.
22. Subcontracting. The LHJ may subcontract services to be provided under a Program
Agreement, unless otherwise specified in that Program Agreement. If DSHS, the LHJ,
and a subcontractor of the LHJ are found by a jury or other trier of fact to be jointly and
severally liable for personal injury damages arising from any act or omission under this
Agreement or any Program Agreement, then DSHS shall be responsible for its
proportionate share, and the LHJ shall be responsible for its proportionate share.
Should a subcontractor to the LHJ pursuant to a Program Agreement be unable to
satisfy its joint and several liability, DSHS and the LHJ shall share in the subcontractor's
unsatisfied proportionate share in direct proportion to the respective percentage of their
fault as found by the trier of fact. Nothing in this section shall be construed as creating a
right or remedy of any kind or nature in any person or party other than DSHS and the
LHJ. This provision shall not apply in the event of a settlement by either DSHS or the
LHJ.
23. Subrecipients.
a. General. If the LHJ is a subrecipient of federal awards as defined by 2 CFR Part
200 and this Agreement, the LHJ will;
(1) Maintain records that identify, in its accounts, all federal awards received and
expended and the federal programs under which they were received, by Catalog
of Federal Domestic Assistance (CFDA) title and number, award number and
year, name of the federal agency, and name of the pass -through entity;
(2) Maintain internal controls that provide reasonable assurance that the LHJ is
managing federal awards in compliance with laws, regulations, and provisions of
contracts or grant agreements that could have a material effect on each of its
federal programs.
(3) Prepare appropriate financial statements, including a schedule of expenditures of
federal awards;
(4) Incorporate 2 CFR Part 200, Subpart F audit requirements into all agreements
between the LHJ and its Subcontractors who are subrecipients;
(5) Comply with the applicable requirements of 2 CFR Part 200, including any future
amendments to 2 CFR Part 200, and any successor or replacement Office of
Management and Budget (OMB) Circular or regulation; and
(6) 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 Il
of the Americans with Disabilities Act of 1990, Title 1X of the Education
Amendments of 1972, The Age Discrimination Act of 1975, and The Department
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of Justice Non -Discrimination Regulations, 28 C.F.R. Part 42, Subparts C, D, E,
and G, and 28 CFR Part 35 and 39.
b. Single Audit Act Compliance. If the LHJ is a subrecipient and expends $750,000 or
more in federal awards from all sources in any fiscal year, the LHJ will procure and
pay for a single audit or program -specific audit for that fiscal year. Upon completion
of each audit, the LHJ will:
(1) Submit to the DSHS contract person the data collection from and reporting
package specified in 2 CFR Part 200, Subpart F, reports required by the
program -specific audit guide (if applicable), and a copy of any management
letters issued by the auditor;
(2) Follow-up and develop corrective action for all audit findings, in accordance with
2 CFR Part 200, Subpart F, prepare a "Summary Schedule of Prior Audit
Findings" reporting the status of all audit findings included in the prior audit's
schedule of findings and questioned costs.
c. overpayments. If it is determined by DSHS, or by an auditor during the course of a
required audit, that the LHJ has been paid unallowable costs under any applicable
Program Agreement, DSHS may require the LHJ to reimburse DSHS in accordance
with 2 CFR Part 200.
24. Survivability. The terms and conditions contained in this Agreement or any Program
Agreement which, by their sense and context, are intended to survive the expiration of a
particular Program Agreement shall survive. Surviving terms include, but are not limited
to: Confidentiality (Section 5), Disputes (Section 9), Responsibility (Section 12),
Inspection (Section 14), Maintenance of Records (Section 18), ownership of Material
(Section 19), Subcontracting (Section 21), Termination for Default (Section 28),
Termination Procedure (Section 27), and Title to Property (Section 29).
25. Termination Due to Change in Funding, Contract Renegotiation or Suspension.
If the funds DSHS relied upon to establish any Program Amendment are 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 any
Program Agreement:
a. At DSHS's discretion, the Program Agreement may be renegotiated under the
revised funding conditions.
b. DSHS's discretion, DSHS may give notice to the LHJ to suspend performance when
DSHS determines that there is reasonable likelihood that the funding insufficiency
may be resolved in a timeframe that would allow the LHJ's performance to be
resumed prior to the normal completion date of the Program Agreement.
(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.
(2) When DSHS determines that the funding insufficiency is resolved, it will give the
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LHJ written notice to resume performance. Upon the receipt of this notice, the
LHJ will provide written notice to DSHS informing DSHS whether it can resume
performance and, if so, the date of resumption. For purposes of this sub -section,
"written notice" may include email.
(3) If the LHJ's proposed resumption date is not acceptable to DSHS and an
acceptable date cannot be negotiated, DSHS may terminate the Program
Agreement by giving written notice to the LHJ. The parties agree that the
Program Agreement will be terminated retroactive to the date of the notice of
suspension. DSHS shall be liable only for payment in accordance with the terms
of the Program Agreement for services rendered prior to the retroactive date of
termination.
c. DSHS may immediately terminate the Program Agreement by providing written
notice to the LHJ. The termination shall be effective on the date specified in the
termination notice. DSHS shall be liable only for payment in accordance with the
terms of the Program Agreement for services rendered prior to the effective date of
termination. No penalty shall accrue to DSHS in the event the termination option in
this section is exercised.
26. Termination for Convenience. The CCLS Chief may terminate this Agreement or any
Program Agreement in whole or in part for convenience by giving the LHJ at least thirty
(30) calendar days' written notice addressed to the LHJ at the address shown on the
cover page of the applicable agreement. The LHJ may terminate this Agreement and
any Program Agreement for convenience by giving DSHS at least thirty (30) calendar
days' written notice addressed to: Central Contracts and Legal Services, PO Box 458111
Olympia, Washington 98504-5811.
27. Term i nation for Default.
a. The CCLS Chief may terminate this Agreement or any Program Agreement for
default, in whole or in part, by written notice to the LHJ, if DSHS has a reasonable
basis to believe that the LHJ has:
(1) Failed to meet or maintain any requirement for contracting with DSHS;
(2) Failed to perform under any provision of this Agreement or any Program
Agreement;
(3) Violated any law, regulation, rule, or ordinance applicable to this Agreement or
any Program Agreement; or
(4) Otherwise breached any provision or condition of this Agreement or any Program
Agreement.
b. Before the CCLS Chief may terminate this Agreement or any Program Agreement for
default, DSHS shall provide the LHJ with written notice of the LHJ's noncompliance
with the agreement and provide the LHJ a reasonable opportunity to correct the
LHJ's noncompliance. If the LHJ does not correct the LHJ's noncompliance within
the period of time specified in the written notice of noncompliance, the CCLS Chief
may then terminate the agreement. The CCLS Chief may terminate the agreement
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for default without such written notice and without opportunity for correction if DSHS
has a reasonable basis to believe that a client's health or safety is in jeopardy.
c. The LHJ may terminate this Agreement or any Program Agreement for default, in
whole or in part, by written notice to DSHS, if the LHJ has a reasonable basis to
believe that DSHS has:
(5) Failed to meet or maintain any requirement for contracting with the LHJ;
(6) Failed to perform under any provision of this Agreement or any Program
Agreement;
(7) Violated any law, regulation, rule, or ordinance applicable to this Agreement or
any Program Agreement; and/or
(8) Otherwise breached any provision or condition of this Agreement or any Program
Agreement.
d. Before the LHJ may terminate this Agreement or any Program Agreement for default,
the LHJ shall provide DSHS with written notice of DSHS' noncompliance with the
agreement and provide DSHS a reasonable opportunity to correct DSHS'
noncompliance. If DSHS does not correct DSHS' noncompliance within the period of
time specified in the written notice of noncompliance, the LHJ may then terminate the
agreement.
28. Termination Procedure. The following provisions apply in the event this Agreement or
any Program Agreement is terminated:
a. The LHJ shall cease to perform any services required by the Program Agreement as
of the effective date of termination and shall comply with all reasonable instructions
contained in the notice of termination which are related to the transfer of clients,
distribution of property, and termination of services.
The LHJ shall promptly deliver to the DSHS contact person (or to his or her
successor) listed on the first page of the Program Agreement, all DSHS assets
(property) in the LHJ's possession, including any material created under the Program
Agreement. Upon failure to return DSHS property within ten (10) working days of the
Program Agreement termination, the LHJ shall be charged with all reasonable costs
of recovery, including transportation. The LHJ shall take reasonable steps to protect
and preserve any property of DSHS that is in the possession of the LHJ pending
return to DSHS.
c. DSHS shall be liable for and shall pay for only those services authorized and
provided through the effective date of termination. DSHS may pay an amount
mutually agreed by the parties for partially completed work and services, if work
products are useful to or usable by DSHS.
d. If the COLS Chief terminates any Program Agreement for default, DSHS may
withhold a sum from the final payment to the LHJ that DSHS determines is
necessary to protect DSHS against loss or additional liability occasioned by the
alleged default. DSHS shall be entitled to all remedies available at law, in equity, or
under the Program Agreement. If it is later determined that the LHJ was not in
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default, or if the LHJ terminated the Program Agreement for default, the LHJ shall be
entitled to all remedies available at law, in equity, or under the Program Agreement.
29. Treatment of Client Property. Unless otherwise provided in the applicable Program
Agreement, the LHJ shall ensure that any adult client receiving services from the LHJ
under a Program Agreement has unrestricted access to the client's personal property.
The LHJ shall not interfere with any adult client's ownership, possession, or use of the
client's property. The LHJ shall provide clients under age eighteen (18) with reasonable
access to their personal property that is appropriate to the client's age, development,
and needs. Upon termination or completion of the Program Agreement, the LHJ shall
promptly release to the client and/or the client's guardian or custodian all of the client's
personal property. This section does not prohibit the LHJ from implementing such lawful
and reasonable policies, procedures and practices as the LHJ deems necessary for
safe, appropriate, and effective service delivery (for example, appropriately restricting
clients' access to, or possession or use of, lawful or unlawful weapons and drugs).
30. Title to Property. Title to all property purchased or furnished by DSHS for use by the
LHJ during the term of a Program Agreement shall remain with DSHS. Title to all
property purchased or furnished by the LHJ for which the LHJ is entitled to
reimbursement by DSHS under a Program Agreement shall pass to and vest in DSHS.
The LHJ shall take reasonable steps to protect and maintain all DSHS property in its
possession against loss or damage and shall return DSHS property to DSHS upon
termination or expiration of the Program Agreement pursuant to which it was purchased
or furnished, reasonable wear and tear excepted.
31. Waiver. Waiver of any breach or default on any occasion shall not be deemed to be a
waiver of any subsequent breach or default. No waiver shall be construed to be a
modification of the terms and conditions of this Agreement unless amended as set forth
in Section 2, Amendment. Only the CCLS Chief or designee has the authority to waive
any term or condition of this Agreement on behalf of DSHS.
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