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Contract - 08-25-2015 - 7439 - Contract with Another Options, Inc for Developmental Disability Services.AS -7439 BOCC Agenda Meeting Date: 08/25/2015 Contract with Another Options, Inc for Developmental Disability Services Submitted For: Carlos Carreon, Health /Human Services Submitted By: Jamie Hopps, Health /Human Services Department: Health /Human Services Motion Items 28 Information Subject and Summary Statement The purpose of this Contract No. AO -DD 16 with Another Option, Inc provides for the delivery of developmental disability employment services. The maximum contract amount is not to exceed $105,000 for the period beginning July 1, 2015 through June 30, 2016. Will Staff Attend Y / N Staff will attend upon request. Department Recommendation The Human Services Department recommends that the Cowlitz County Board of Commissioners move to approve and execute Contract No. AO -DD 16 with Another Option, Inc. Fiscal Impact Expenditure Required $: 105,000 Budget Sufficient Y -N: y Amendment Required Y -N: n Source of Funds - Fund /Dept.: 141/281 Grant Y -N: y Attachments AO -DD 16 Inbox Reviewed By Carole Harrison Carole Harrison Dana Gigler Dana Gigler Clerk of the Board Tiffany Ostreim Form Started By: Jamie Hopps Final Approval Date: 08/13/2015 Form Review Date 08/13/2015 07:30 AM 08/13/2015 11:31 AM 08/13/2015 11:48 AM Started On: 08/12/2015 04:15 PM z COO PERSONAL SERVICES AGREEMENT Contract Number: AO -DD 16 gSHING1QC THIS AGREEMENT is entered into between COWLITZ COUNTY, a political subdivision of the State of Washington, (hereinafter called "County" or "Cowlitz County') and Name: ANOTHER OPTION, INC. Address: 600 Royal St. STE C Kelso, WA 98626 Phone No: (360) 423 -1509 hereinafter called "Contractor "). This Agreement is comprised of: Attachment A — Scope of Work Attachment B — Compensation Attachment C — General Conditions Attachment D — Special Terms and Conditions Attachment E — (specify) Data Security Requirements Attachment F — (specify) HIPAA and Confidentiality Addendum copies of which are attached hereto and incorporated herein by this reference as if fully set forth. The term of this Agreement shall commence on the 1st day of July, 2015 and shall, unless terminated as provided elsewhere in the Agreement, terminate on the 30th of June, 2016. 7 IN WITNESS WHEREOF, the parties have executed this Agreement on this -2 day of 2015. CONTRACTOR: [2014_ver. 3] COWLIT COUNTY: SHarms ignature n • 1.910ke Title: Michael A. Karnofski, Chairman Print name: (BOCC approval subject to Board ratification or uthorization) W r C°Dr Title: Optional for Commissioner Approval) ATTEST: CONTRACT HAS BEEN APPROVED AS TO FARM BY COWLITZ COUNTY i ,OSECUTING ATTORNEY Co +I,V'',. J PROFESSIONAL SERVICES AGREEMENT SCOPE OF WORK ATTACH M ENT A The Contractor agrees to complete the professional services work for Cowlitz County, as described below or in the attached document) in accordance with Chapter 71A.14 RCW, including the following elements: 1. Direct Client Services. The Contractor shall deliver the following services: a. Community Access" or "CA ": services are individualized services provided in typical integrated community settings for individuals in retirement. Services will promote individualized skill development, independent living and community integration for persons' to learn how to actively and independently engage in their local community. Activities will provide opportunities to develop relationships and to learn, practice and apply skills that result in greater independence and community inclusion. These services may be authorized instead of employment support (Individual Employment or Group Supported Employment) for working age individuals who have received nine months of employment support, have not found a job and decide not to continue looking for work. b. Individual Supported Employment" or "IE ": services are a part of an individual's pathway to employment and are tailored to individual needs, interests, and abilities to, and promote career development. These are individualized services necessary to help persons with developmental disabilities obtain and continue integrated employment at or above the state's minimum wage in the general workforce. These services may include intake, discovery, assessment, job preparation, job marketing, job supports, record keeping and support to maintain a job. 2. Coordination. The Contractor shall: a. Work with the DDA Region when individuals are referred for services; b. Work with DDA Region to document planned services in the Individual's Support Plan; c. Assist with informing the DDA Region of any potential service level changes not documented in the individual's DD Assessment prior to any changes; and, d. Work with the DDA Region regarding service termination. 3. Program Outcomes: The Contractor shall deliver the following outcomes: a. Monthly Community Access service support hours will be based on the Client's community access service level per WAC 388 -828 -9310 for all Clients who began receiving community access services July 1, 2011 and forward. i. To ensure health and safety, promote positive image and relationships in the CInmmimity increase competence and individualized skill - building, and achieve other expected benefits of Community Access, services will occur individually or in a group of no more than two (2) or three (3) individuals with similar interests and needs. ii. Community Access services will focus on activities that are typically experienced by the general public. Support to participate in segregated activities and /or specialized activities will not be reimbursed. iii. A Client receiving Community Access services will not receive employment support simultaneously. - iv. A Client receiving Community Access services may at any time choose to leave Community Access to pursue work and received employment support. b. Clients in an employment program will be supported to work towards a living wage. A living wage is the amount needed to enable an individual to meet or exceed his /her living expenses. Clients should average twenty (20) hours of community work per week or eighty -six (86) hours per month. The amount of service a Client receives will be based on his /her demonstrated need, acuity level and work history per WAC 388 -828. c. Prior to beginning service or prior to an expected change in service, the Contractor will clearly communicate to the Client and the County the maximum service hours per month the Client can expect to receive. Service changes will not occur until the Client has received proper notification from DDA. i. The Client's DDA ISP is the driver for service. The CMIS County Service Authorization and updated Planned Rates information will not exceed the Client's DDA ISP. AO -DD 16 2 of 20 PROFESSIONAL SERVICES AGREEMENT ATTACH M ENT A ii. The amount of service the Client receives should match with the CMIS County Service Authorization and updated Planned Rates information. d_. All Clients will have an individualized plan to identify Client's preferences. Minimum plan elements are outlined in the reference document "Criteria for Evaluation." A copy of the Client's individualized plan will be provided to their CRM, guardian and others as appropriate. e. Semi - annual progress reports that describe the outcomes of activities will be provided by the Contractor to the CRM, guardian, and others as appropriate. The report will summarize the progress made towards the Client's individualized goals. f. All Clients will be contacted according to Client need and at least once per month. g. If Clients in Individualized Employment and Group Supported Employment have not obtained paid employment at minimum wage or betterwithin six (6) months, the Contractor will assure the following steps are taken: i. Review the progress toward employment goals; ii. Provide evidence of consultation with the family /Client; and iii. Develop additional strategies with the family /Client, County Staff, employment support staff and the case manager. Strategies may include providing technical assistance, changing to a new provider, and /or providing additional resources as needed to support the individual's pursuit of employment. The additional strategies will be documented for each Client and kept in the Client's file(s). h. If after twelve (12) months the Client remains unemployed, an additional review will be conducted. The Contractor will address steps outlined in the previous six month progress report in the next six month progress report. The Client may request to participate in Community Access activities or the Client may choose to remain in an employment program. When requesting to participate in Community Access services, the Client shall communicate directly with his or her DDA Case Manager The DDA Case Manager is responsible for authorizing Community Access services. i. For Individual Employment where the service provider is also the Client's employer long term funding will remain available to the service provider /employer for six months after the employee /DDA client's date of hire. At the end of the six month period, if the DDA Client continues to need support on the job, another service provider who is not the employer of record must provide the support unless the County issues prior written approval for the service provider to continue to provide long -term supports if needed. i Fmnlnvment and clay services must adharc to thin Horne and Comma n `y' based setti ngS HCBS) requirements of 42CFR 441 530(a)(1), including that: i. The setting is integrated in the greater community and supports individuals to have full access to the greater community; ii. Ensure the individual received services in the community to the same degree of access as individuals not receiving Medicaid HCBS; iii. The setting provides opportunities to seek employment and work in competitive integrated settings; and iv. The setting facilities individual choice regarding services and supports, and who provides them. In the event the Contractor, or its agents or assigns, are unable to complete their work as scheduled, the contract period and compensation may be adjusted by mutual agreement of the County and Contractor. AO -DD 16 3 of 20 PROFESSIONAL SERVICES AGREEMENT COMPENSATION ATTACHMENT B As consideration for services, as described in the Scope of Work section of this Agreement, the County agrees to pay the Contractor based on the specific conditions below, a sum not to exceed budget amounts of $105,000 during the period July 1, 2015 through June 30, 2016. 1. Specific Payment Conditions: a. Consumer Services: i. The County shall pay for only services to DD referred consumers authorized to receive the direct services (s) type, which the County has agreed to support. ii. It is an exception that all Clients access DVR funding as a resource. Client services shall not be reimbursed under this Program Assessment when the same services paid for under Rehabilitation Act of 1973 by DVR, Public Law 94 -142 or any other source of public or private funding. iii. Production /commercial profits generated by the work of County- funded consumers shall be used to support County funded services as needed. iv. The Employment Phases & Billable Activities document defines the individual Client services that the County reimburses. That, document is located on the DSHS DDA County Best Practices Web site at http§:I /www.dshs.wa.gov /dda/ counties - and - providers /developmental- disabilities- administration- counties - provider- information. v. The Community Access Billable Activities document defines the individual Client services that the County reimburses. That document is located on the DSHS DDA County Best Practices Web site at https: / /www.dshs.wa.gov /dda /counties- and- providers /developmental - disabilities- administration- counties - provider- information. b. Payment for Services and Activities: i. Staff Training 1. The Contractor may provide training to increase the job related skills and knowledge of staff, volunteers or interning students in the provision of developmental disabilities services. 2, The Contractor shall make every effort to minimize the cost of individuals training by seeking out scholarships and stipends, shared transportation and house when applicable to help reduce costs. Any additional costs will be the sole responsibility of the Contractor. 3. The Contractor shall inform individuals of allowable travel and training expenses. 4. The Contractor shall stay within the following guidelines for reimbursement requires: a. Meals: shall be reimbursed based on actual expenses not to exceed the current Washington State Per Diem rates. b. Mileage: shall be reimbursed at rates not to exceed the allowable current State of Washington's Office of Financial Management Standard Mileage Rate (see http:[/www.ofm.wa.gov /policy /l0.90a.pdf). c. Other Transportation and Accommodations: shall be reimbursed based on actual expenses. 5. After training has been completed, the Contractor shall invoice the County for actual costs incurred. 6. The Contractor shall submit original itemized receipts, travel itineraries, conference registration including agenda pertaining to all requested reimbursements. 7. The County has established a budget not to exceed $2,000 for the period July 1, 2015 through June 30, 2016 for training and travel expenses. c. Direct Client Services i. The Contractor may bill at the rate authorized on the County Service Authorization for the number of unit(s) per consumer per month for: AO -DD 16 1 4 of 20 PROFESSIONAL SERVICES AGREEMENT AO -DD 16 J ATTACHMENT B 1. Community Access 2, Individual Supported Employment ii. The Contractor shall transmit client data utilizing a secured method approved by the County. iii. The Contractor shall submit a monthly invoice to the County by the 10th calendar day following the month services were performed. iv. A unit is defined as: 1. An "Hour" is at least fifty (50) minutes of direct service. Partial hour to the quarter may be recorded. v. The County has established a budget not to exceed $103,000 for Consumer Services for the period July 1, 2015 through June 30, 2016. General Payment Conditions: The Contractor agrees to: i. Assign the County its Medicaid billing rights for services to DDA clients eligible under Title XIX programs in this agreement. ii. Demonstrate the ability to safeguard public funds including maintain books, records, documents, and other materials relevant to the provision of goods and services. iii. The County agrees to make payments, as approved by the Auditor of Cowlitz . County, with County warrants on a calendar day specified by the County, contingent on the availability of funds, following receipt of the Contractor's complete and accurate request for payment. iv. Timeliness of and Modification to Billings: All initial invoices with documentation must be received by the County within thirty (30) calendar days following the last day of the month in which the service is provided. Corrected invoices and documentation including re- posted billing information will be accepted throughout the fiscal year as long as they are received within thirty (30) calendar days of the associated fiscal year unless an extension is approved by the County. Payment will .not be made on any invoice submitted past thirty (30) calendar days after the Program Agreement fiscal year. v. Recovery of Fees: If the Contractor bills and is paid fees for services that the County later finds were (a) not delivered or (b) not delivered in accordance with Program Agreement:standards, County shall recover the fees for those services and the Contractor shall fuidly roonerMe during the recovery. 5 of 20 PROFESSIONAL SERVICES AGREEMENT GENERAL CONDITIONS ATTACHMENT C 1. Scope of Contractor's Services. The Contractor agrees to provide to the County services and any materials set forth in the project narrative identified as Attachment A during the agreement period. No material, labor, or facilities will be furnished by the County, except as provided for herein. 2. Accounting and Payment for Contractor Services. Payment to the Contractor for services rendered under this Agreement shall be as set forth in Attachment B. Unless specifically stated in Attachment B, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in the performance of this contract. 3. Delegation and Subcontracting. Contractor's services are deemed personal and no portion of this contract may be delegated or subcontracted to any other individual, firm or entity without,the express and prior written approval of the County Project Manager. 4. Independent Contractor. The Contractor's services shall be furnished by the Contractor as an independent contractor and nothing herein contained shall be construed to create a relationship of employer /employee or master /servant. The Contractor acknowledges that the entire compensation for this Agreement is specified in Attachment B and the Contractor is not entitled to any county benefits including, but not limited to. vacation pay, holiday pay, sick leave pay, medical, dental or other insurance benefits, or any other rights or privileges afforded to Cowlitz County employees. The Contractor represents that it maintains a separate place of business, serves clients other than the County, will report all income and expense accrued under this contract with the Internal Revenue Service on a business tax schedule, and has a tax account with the State of Washington Department of Revenue for payment of all sales and use and Business and Occupation taxes collected by the State of Washington. In the event that either the state or federal government determines that an employer /employee or master /servant relationship exists rather than an independent contractor relationship such that Cowlitz County is deemed responsible for federal withholding, social security contributions, workers compensation and the like, the Contractor agrees to reimburse Cowlitz County for any payments made or required to be made by Cowlitz County. Should any payments be due to the Contractor pursuant to this Agreement, the Contractor agrees that reimbursement may be made by deducting from such future payments a pro rata share of the amount to be reimbursed. Notwithstanding any determination by the state or federal government that an employer /employee or master /servant relationship exists, the Contractor, its officers, employees and agents, shall not be entitled to any benefits which Cowlitz County provides to its employees. 5. No Guarantee of Employment. The performance of all or part of this contract by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any subcontractor or any employee of any subcontractor by the County at the present time or in the future. I I 6. Regulations and Requirements. This Agreement shall be subject to all federal, state and local laws, rules, and regulations. 7. Right to Review. This contractor is subject to review by any federal or state auditor. The County shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the County Project Manager. Such review may occur with or without notice, and may include, but is not limited to, on -site inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the Agreement and its performance, and any and all communications with or evaluations by service recipients under this Agreement. The Contractor shall preserve. and maintain all financial records and records relating to the performance of work under this Agreement for six (6) years after contract termination, and shall make them available for such review, within Cowlitz County, State of Washington, upon request, during reasonable business hours. AO -DD 16 6 of 20 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C 8. °'Modifications. Either party may request changes in the Agreement. Any and all agreed modificatioris shall be in writing, signed_ by each of the parties. 9. Termination for Default. If the Contractor defaults by failing to perform any of the obligations of the contract or becomes insolvent or is declared bankrupt or makes an assignment for the benefit of,creditors,,_the County may, by depositing written notice to the Contractor in the U.S. Mail, postage prepaid, terminate the contract, and at the County's option, obtain performance of the work elsewhere. If the contract is terminated for default, the Contractor shall not be entitled to receive any further payments under the contract. Any extra cost or damage to the County resulting from such defaults) shall be deducted from any money due or coming due to the Contractor. The Contractor agrees to bear any extra expenses incurred by the County in compietthg, the work, including all increased costs for completing the work, and all damage r sustainecf 'or.whichmay be sustained by the County by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. 10. Termination for Public Convenience. The County may terminate the contract in whole or in part whenever the County determines, in its sole discretion that such termination is in the interests of the County..Whenever the contract is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed for completed items of work. An equitable adjustment in the contract price for partially completed items of work will be made, but such c Ustmen -t shall not include provision for loss of anticipated profit on deleted or unoditr-O' ete `d'woOlC),Tetmination of this contract by the County at any time during the term, wheth default or convenience ,:shall not constitute a breach of contract by the.County. 11. Termillkft on Due to Insufficient Funds. If sufficient funds for payment under this contract are not appropriated or allocated or are withdrawn, reduced, or otherwise limited, the County may terminate this contract upon thirty (30) days written notice to the Contractor. No penalty or expense shall accrue to the County. in the event this provision applies. 12. Termination Procedure. The following provisions apply in the event that this Agreement is terminated: a. The Contractor shall ce6se to perform any services required hereunder as of the effective date of termination and shah comply with all reasonable instructions contained in the notice ,of termination h,jf an fS' b. The Contractor-s°hall provide` the County with an accounting of authorized services provided through the effective date of termination. c. If the Agreement has been terminated for default, the County may withhold a sum from the final payment to the Cont4ctor that the County determines necessary to protect itself against loss o(liabilify. 13. Defense and Indemnify.Agreement. The Contractor agrees to defend, indemnify and save harmless the County,' its appointed and elected officers, agents and employees, from and against all loss or expense, including but not limited to claims, demands, actions, judgments, settlements, attorneys' fees and costs .by reason of any and all claims and demands upon the County, its elected or appointed officials or employees for damages because of personal or bodily injury, including death at, any tif.pne resulting therefrom, sustained by any person or persons and on account of damage to property including loss of use thereof, whether such injury to persons or damage to property is due to the negligence to the Contractor, his /her subcontractors, its successor or assigns, or its or their agent, servants, or employees, the County, its appointed or elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the County, its appointed or elected officials or employees. It is further provided that no liability shall attach to the County by reason of entering.into this contract, except as expressly provided herein. The County agrees to defend, indemnify and save harmless the Contractor, its appointed and elected officers, agents and employees, from and against all loss or expense, including but not limited to claims, demands, actions, judgments, settlements, attorneys' fees and costs by reason AO -DD 16 7 of 20 PROFESSIONAL SERVICES AGREEMENT iT 15. 16 17 18. we ATTACHMENT C of any and all claims and demands upon the Contractor, its elected officials or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, sustained by any person or persons and on account of damage to property including loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the County, its subcontractors, its successor or assigns, or its or their agent, servants, or employees, the Contractor, its appointed or elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the Contractor, its appointed or elected officials or employees. It is further provided that no liability shall attach to the Contractor by reason of entering into this contract, except as expressly provided herein. Industrial Insurance Waiver. With respect to the performance of this Agreement and as to claims against the County, its appointed and elected officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, as now or hereafter amended, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this Agreement extend to any claim brought by or on behalf of any employee of the Contractor. Along with the other provisions of this Agreement, this waiver is mutually negotiated by the parties to this Agreement. Venue and Choice of Law. In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action shall be in the courts of the State of Washington in and for the County of Cowlitz. This Agreement shall be governed by the law of the State of Washington. Withholding Payment. In the event the County Project Manager determines that the Contractor has failed to perform any obligation under this Agreement within the times set forth in this Agreement, then the County may withhold from amounts otherwise due and payable to Contractor the amount determined by the County as necessary to cure the default, until the County Project Manager determines that such failure to perform has been cured. Withholding under this clause shall not be deemed a breach_ entitling Contractor to termination or damages, provided that the County promptly gives notice in writing to the Contractor of the nature of the default or failure to perform, and in no case more than ten (10) days after it determines to withhold amounts otherwise due. A determination of the County Project Manager set forth in a notice to the Contractor of the action required and /or the amount required to cure any alleged failure to perform shall be deemed conclusive, except to the extent that the Contractor acts within the times and in strict accord with the provision of the Disputes clause of this Agreement. The County may act in accordance with any determination of the County Project Manager which has become conchiisive iinner this Claiice withniit prPji idire to any ether .remedy under the Agreement, to take all or any of the following actions. (1) cure any failure or default, (2) to pay any amount so required to be paid and to charge the same to the account of the Contractor. In the event the Contractor obtains relief upon a claim under the Disputes clause, no penalty or damages shall accrue to the Contractor by reason of good faith withholding by the County under this Clause. Rights and Remedies. The duties and obligations imposed by this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available bylaw. Contractor Commitments, Warranties and Representations. Any written commitment received from the Contractor concerning this Agreement shall be binding upon the Contractor, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Contractor to fulfill such a commitment shall render the Contractor liable for damages to the County. A commitment includes, but is not limited to any representation made prior to execution of this Agreement, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, prices or options for future acquisition to remain in effect for a fixed period, or warranties. Patent/Copyright Infringement. Contractor will defend, indemnify and save harmless County, its appointed and elected officers, agents and employees from and against all loss or expense, including but not limited to claims, demands, actions, judgments, settlements, attorneys' fees and costs by reason of any and all claims and demands upon the County, its elected or appointed officials or employees for damages because of the Contractor's alleged infringement on any patent or copyright. The Contractor will pay those costs and damages attributable to any such AO -DD 16 8 of 20 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C claims that are finally awarded against the County, its appointed and elected officers, agents and employees in any action. Such defense and payments are conditioned upon the following: a. That Contractor shall be notified promptly in writing by County of any notice of such claim. b. Contractor shall have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information, in the event such claim of infringement, is made, provided no reduction in performance or loss results to the County. 20. Disputes: a. General. Differences between the Contractor and the County, arising under and by virtue of the contract documents shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. The records, orders, rulings, instructions, and decision of the County Project Manager shall be final and conclusive thirty (30) days from the date of mailing unless the Contractor mails or otherwise furnishes to the County Project Manager a written notice of appeal. The notice of appeal shall include facts, law, and argument as to why the conclusions of the County Project Manager are in error. 21 In connection with any appeal under this clause, the Contractor and County shall have the opportunity to'submit written materials and argument and to offer documentary evidence in support of the appeal. Oral argument and live testimony will not be permitted. The decision of the County Project Manager for the determination of such appeals shall be final and conclusive. Reviews of the appellate determination shall be brought in the Superior Court of Cowlitz County within fifteen (15) days of mailing of the written appellate determination. Pending final decision of the dispute, the Contractor shall proceed diligently with the performance of this Agreement and in accordance with the decision rendered. b. Notice of Potential Claims. The Contractor shall not be entitled to additional compensation or to extension of time for (1) any act or failure to act by the County Project Manager or the County, or (2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional co n1pensatlon or extension of time Is due, the nature of the cost: involved, and insofar as possible, the amount of the potential. claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. c. Detailed Claim. The Contractor shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the accomplishment of the portion of the work from which the claim arose, and before final payment by the County, the Contractor has given the County a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or the extension of time claimed to be due. Ownership of Items Produced and Public Disclosure. All writings, programs, data, art work, music, maps, charts, tables, illustrations, records or other written, graphic, analog or digital materials prepared by the Contractor and /or its consultants or subcontractors, in connection with the performance of this Agreement shall be the sole and absolute property of the County and constitute "work made for hire" as that phrase is used in federal and /or state intellectual property laws and Contractor and /or its agents shall have no ownership or use rights in the work. Except as to data or information in the public domain or previously. known to Contractor or required -to be disclosed by law, subpoena or other process, the following shall apply: a. Correspondence, emails, reports and other electronic or written work product will be generated between the Contractor and County during the course of this Contract. This Contract and such work product in the possession of Contractor may be deemed public records subject to disclosure under the Washington State Public Records Act, Chapter AO -DD 16 9 of 20 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C 42.56 RCW (Public Records Act). Thus, the County shall be required, upon request, to disclose this Contract and all documents related to it unless an exemption under the Public Records Act or other laws applies. Contractor shall fully cooperate with and assist the County with respect to any request for public records received by the County related to the services performed under this Contract. b. Should County receive a request for disclosure, County agrees to provide Contractor ten 10) days written notice of impending release, and to cooperate with any legal action which may be initiated by Contractor to enjoin or otherwise prevent such release, provided that all expense of any such litigation shall be borne by Contractor, including damages, attorney's fees or costs awarded by reason of having opposed disclosure, and further provided that County shall not be liable for any release where notice was provided and Contractor took no action to oppose the release of information. Notice of any proposed release of information pursuant to Chapter 42.56 RCW, shall be provided to Contractor according to the "Notice" provision herein. If the Contractor has not obtained an injunction and served the County with that injunction by the close of business on the tenth business day after the County sent notice, the County will then disclose the record unless it makes an independent determination that the record is exempt from disclosure. Notwithstanding the above, the Contractor must not take any action that would affect (a) the County's ability to use goods and services provided under this Contract or (b) the Contractor obligations under this Contract. The Contractor will fully cooperate with the County in identifying and assembling records in case of any public disclosure request. c. Contractor's failure to timely provide such records upon demand shall be deemed a material breach of this Contract. To the extent that the County incurs any monetary penalties, attorneys' fees, and /or any other expenses as a result of such breach, Contractor shall fully indemnify and hold harmless County as set forth in Section 13. For purposes of-this section, the terms "public records" and °agency" shall have the same meaning as defined by Chapter 42.56 RCW, as said chapter has been construed by Washington courts. The provisions of this section shall survive the expiration or termination of this Agreement. 22. Recovery of Payments to Contractor. The right of the Contractor to retain monies paid to it is contingent upon satisfactory performance of this Agreement, including the satisfactory completion of the project described in the Scope of Work (Attachment A). In the event that Contractor fails, for any reason, to perform obligations required of it by this Agreement, the Contractor may, at the County Project nnangJ rl s sole dlscretlon, be required to repay to the County all monies disbursed . Jo the Contractor for those parts of the project that are rendered worthless in the opinion of the County Project Manager by such failure to perform. 23. Protect Approval. The extent and character of all work and services to be performed under this Agreement by the Contractor shall be subject to the review and approval of the County Project Manager, For purposes of this Agreement, the County Project Manager is: Name: Gena James Tittle: Associate Planner Department: Human Services Address: 900 Ocean Beach Hwy Suite 1 B Longview, WA 98632 Telephone: (360) 414 -5599 ext. 6454 E -mail: JamesG(a)co.cowlitz.wa.us Fax: (360) 501 -1207 In the event there is a dispute with regard to the extent and character of the work to be done, the determination of the County Project Manager as to the extent and character of the work to be done shall govern subject to the Contractor's right to appeal that decision as provided herein. 24. Non - Discrimination. The Contractor shall not discriminate against any person on the basis of race, creed, political ideology, color, national origin, sec, marital status, sexual orientation, age; or the presence of any sensory, mental or physical handicap. 25. Subcontractors. In the event that the Contractor employs the use of any subcontractors, the contract between the Contractor and the subcontractor shall provide that the subcontractor is bound by the terms of this Agreement between the County and the Contractor. The Contractor AO -DD 16 10 of 20 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C shall insure that in all subcontractors entered into, County is names as an express third -party beneficiary of such contracts with full rights as such. 26. Third Party Beneficiaries. This agreement is intended for the benefit of the County and Contractor and not for the benefit of any third parties. 27. Standard of Care. The Contractor shall perform its duties hereunder in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession as Contractor currently practicing under similar circumstances. The Contractor shall, without additional compensation, correct those services not meeting such a standard. 28. Time is of the Essence. Time is of the essence in the performance of this contract unless a more specific time period is set forth in either the Special Terms and Conditions or Scope of Work. 29. Notice. Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, any notices shall be given by the Contractor to the County Project Manager. Notice to the Contractor for all purposes under this Agreement shall be given to the person executing the Agreement on behalf of the Contractor at the address identified on the signature page. 30. Severability. If any term or condition of this contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this contract are declared severable. 341. 'Precedence. In the event of inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: a. Applicable federal, state and local statues, ordinances and regulations; b. Scope of Work (Attachment A) and Compensation (Attachment B); c. Special Terms and Conditions (Attachment D); and d. General Conditions (Attachment C); 32. Waiver. Waiver of-any breach or condition of this contract shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this contract shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. 33. Attorney Fees. In the event that litigation must be brought to enforce the terms of this agreement, the prevailing party shall be entitled to be paid reasonable attorney fees. 34. Construction. This agreement has been mutually reviewed and negotiated by the parties and should be given a fair and reasonable interpretation and should not be construed less favorably against either party.. 35. Survival. Without being exclusive, Paragraphs 4, 75 13 -19, 21 -22 and 30 -35 of these General Conditions shall survive any termination, expiration or determination of invalidity of this Agreement in whole or in part. Any other Paragraphs of this Agreement which, by their sense and context, are intended to survive shall also survive. 36. Entire Agreement. This written contract represents the entire Agreement between the parties and supersedes any prior statements, discussions or understandings between the parties except as provided herein. AO -DD 16 11 of 20 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT D SPECIAL TERMS AND CONDITIONS 1. Definitions Specific to Program Agreement: The words and phrases listed below, as used in this Program Agreement, shall each have the following definitions: a. Acuity Level" means the level of an individual's abilities and needs as determined through the DDA assessment. b. AWA" means ADSA Web Access also referred to as the CMIS. C. ADSA" means Aging & Disability Services Administration. d. Authorized Us.er(s)" means an individual or individuals with an authorized business requirement to access DSHS Confidential Information. e. CSA" means County Service Authorization. f. CMIS" means the Case Management Information System also referred to as AWA. g. Client" means a person with a developmental disability as defined in Chapter 388 -823 WAC who is currently eligible and active with the Developmental Disabilities Administration or is an identified PASRR Client. h. Confidential Information" means information that is exempt from disclosure to the public or other unauthorized person under RCW 42.56 or other federal or state laws. Confidential Information includes, but not limited to, Personal information. i. CRM" means DDA Case Resource Manager. j. DD" means developmental disabilities. . k. DDA" means the Developmental Disabilities Administration within DSHS. I. DDA Region" means the DDA Regional office. M. DVR" means the Division of Vocational Rehabilitation, n. 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. o. Hardened Password" means a string of at least eight characters containing at least one alphabetic character, at least one number and at least one special character such as an asterisk, ampersand or exclamation point. p. HCBS" means the Medicaid Home and Community Based Services. q. ISP" means the Individual Support Plan, a document that authorizes and identifies the DDA paid services to meet a Client's assessed needs. r. 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's license numbers, other identifying numbers, and any financial identifiers. s. Physically Secure" means that access is restricted through physical means to authorized individuals only. t. Quality Assurance" means an adherence to all Program Agreement requirements, including DDA Policy 6.13, Employment/Day Program Provider Qualifications, County Guidelines and the Criteria for Evaluation, as well as a focus on reasonably expected levels of performance, quality, and practice. u. Quality Improvement" means a focus on activities to improve performance above minimum standards and reasonably expected levels of performance, quality and practice. v. 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. W. Service Provider" is a qualified Client service vendor who is contracted to provide Employment and Day Program services. X. Tracking" means a record keeping system that identifies when the sender begins delivery of Confidential Information to the authorized and intended recipient, and when the sender receives confirmation of delivery from the authorized and intended recipient of Confidential Information. AO -DD 16 12 of 20 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT D y. "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. Z. "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. Insurance. The Contractor shall maintain in full force and effect during the term of this Agreement, and until final acceptance of the work, public liability and property damage insurance with companies or through sources approved by the state insurance commissioner pursuant to RCW Title 48, as now or hereafter amended. The County, its appointed and elected officials, agents and employees, shall be specifically named as additional insureds in a policy with the same company which insures the Contractor or by endorsement to an existing policy or with a separate carrier approved pursuant to RCW Title 48, as now or hereafter amended, and the following coverages shall be provided: COMPREHENSIVE GENRAL LIABILITY. Bodily injury, including death. $1,000,000 Per occurrence Property damage $1,000,000 Per occurrence 2,000,000 Aggregate ERRORS AND OMISSIONS or PROFESSIONAL LIABILITY with an Extended Reporting Period Endorsement (two year tail). $1,000;000 Per occurrence WORKERS COMPENSATION: Statutory amount Waiver of Title 51 Rights AUTOMOBILE: coverage on owned, non - owned, rented and hired vehicles Bodily injury, liability, including death. $1,000,000 Per occurrence Property damage liability $1,000,000 Per occurrence 2,0003000 Aggregate All. Contractor's and Contractor's subcontractors' insurance policies and additional names insured endorsements steal! pro V Id primary insurance ccverage and be non - contributory. Any iiisurance, self- insured retention, deductible, risk retention or insurance pooling maintained or participated in by the County shall be excess and not contributory to such insurance policies. All Contractor's and Contractor's subcontractors' liability insurance policies must be endorsed to show this primary coverage. Upon request, the Contractor shall provide a full and complete and certified copy of all requested insurance policies to the County. The County reserves the right, but not the obligation, to revise any insurance requirement, not limited to limits, coverages and endorsements, or to reject any insurance policies which fail to meet the requirements of this Agreement. Additionally, the County reserves the right, but not the obligation, to review and reject any proposed insurer providing coverage based upon the insurer's financial condition or licensing status in Washington. Any deductibles and /or self- insured retentions exceeding $10,000 or any stop -loss provisions, the County shall have the right to request and review the Contractor's most recent annual financial reports and audited financial statements as a condition of approval. Contractor hereby agrees to a- -waive subrogation with respect to each insurance policy maintained under this Agreement. When required any an insurer, or if a policy condition does not, permit Contractor to enter into a pre -loss agreement to waive subrogation without an endorsement, then Contractor agrees to notify the insurer and obtain such endorsement. This requirement shall not apply to any policy which includes a condition expressly prohibiting waiver of subrogation by the insured or which voids coverage should the Contractor enter into such a waiver of subrogation on a pre -loss basis. AO -DD 16 13 of 20 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT D The County, its departments, elected and appointed officials, employees, agents and volunteers shall be names as additional insureds on Contractor's and Contractor's subcontractors' insurance policies by way of endorsement for the full available limits of insurance maintained by the Contractor and subcontractor, and all coverage shall be primary and non - contributory. A state or notion of additional insured status on a Certificate of Insurance shall not satisfy these requirements. [This endorsement shall not be required if the Contractor is a governmental entity and is insured through a governmental entity risk pool authorized by the State of Washington.] The Contractor shall, for each required insurance policy, provide a Certificate of Insurance, with endorsements attached, evidencing all required coverages, limits, deductibles, self- insured retentions and endorsements and which is conditioned upon the County receiving thirty (30) days prior written notice of reduction in coverages, cancellation or non - renewal. Each Certificate of Insurance and all insurance notices shall be provided to: ATTN: Risk Manager, Cowlitz County Administrative Svc., 207 4th Ave. N., Kelso, WA 98626. This Agreement shall be void ab initio if the proof of coverage is not timely supplied. The insurance maintained under this Agreement shall not in any manner limit or qualify the liabilities or obligations of the Contractor under this Agreement. All insurance policy deductibles and self- insured retentions for policies maintained under this Agreement shall be paid by the Contractor. Compensation and /or payments due to conditioned upon the Contractor's strict the Contractor shall be suspended in th Contractor's compliance, payments not to the Contractor. This Agreement shall supplied. the Contractor under this Agreement are expressly compliance with all insurance requirements. Payment to e event of non - compliance. Upon receipt of evidence of otherwise subject to withholding or set -off will be released be, void ab initio if the proof of coverage is not timely If the Errors and Omissions or Professional Liability insurance obtained is an occurrence policy as opposed to a claims -made policy, the Extended Reporting Period Endorsement is not required. 3. Client Eligibility. Client eligibility and service referral are the responsibility of the DDA pursuant to Chapter 388 -823 WAC (Eligibility) and Chapter 388 -825 WAC (Service Rates). Only persons referred by DDA shall be eligible for direct Client services under this Program Agreement. it is DDA's responsibility to determine and authorize the appropriate direct service(s) type. Direct Client services provided without authorization are not reimbursable under this Program Agreement. 4. Credentials and Minimum Requirements: a. Sufficient Policies and Procedures for Establishment and Maintenance of adequate internal control systems: The Contractor will maintain written policy procedural manuals for information systems, personnel, and accounting /finance in sufficient detail such that operations can continue should staffing change or absences occur. b. Background /Criminal History Check: A background /criminal history clearance is required every three years for all employees (including DD Program staff), subcontractors, and /or volunteers who may have unsupervised access to vulnerable DSHS Clients, in accordance with RCW 43.43.830 -845, RCW 74.15.030, and Chapter 388 WAC. If the entity reviewing the application elects to hire or retain an individual after receiving notice that the applicant has a conviction for an offense that would disqualify the applicant from having unsupervised access to vulnerable adults as defined in Chapter 74.34 RCW, then the County shall deny payment for any subsequent services rendered by the disqualified individual provider. The DSHS Background Check Central Unit (BCCU) must be utilized to obtain background clearance.' 5. Reporting Abuse and Neglect: The Contractor staff who are mandated reporters under RCW 74.34.020(l 1) must comply with reporting requirements described in RCW 74.34.0351 .010 and Chapter 26.44 RCW. If the County is notified by DSHS that a Contractor's staff member is cited AO -DD 16 1 14 of 20 PROFESSIONAL SERVICES AGREEMENT 6. 7 A 10, ATTACHMENT D or on the registry for a substantiated finding, then that associated staff will be prohibited from providing services under this Program Agreement. Contractors will promptly report to the County and DSHS per DDA Policy 5.13, Protection from Abuse: Mandatory Reporting, if: a. They have reasonable cause to believe that abandonment, abuse, financial exploitation or neglect (as defined in RCW 74.34.020) of a person who has a developmental disability as defined in RCW 71A.10.020) has occurred, and, b. If they have reason to suspect that sexual or physical assault of such a person has occurred, they shall also immediately report to the appropriate law enforcement agency. The Contractor shall comply with the following referenced documents found at DDA Internet site https: / /www.dshs.wa.gov /dda /county- best - practices under "Counties ": a. DDA Policy 4.11, County Services for Working Age Adults; b. WAC 388 -850, WAC 388 -8285, WAC 388 - 845 -0001, 0030, 0205, 0210, 0215, 0220, 0600 -0610, 1200 -1210, 1400 -1410, 2100, 2110; c. Criteria for Evaluation; d. County Guidelines; and e. Disability Rights Washington (formerly Washington Protection and Advocacy System) Access Agreement Quality Assurance and Service Evaluation: The Contractor, shall develop and have available an evaluation system to review services. The evaluation system must have both a Quality Assurance and a Quality Improvement component, and both must include objective measures. The Contractor's service evaluation system shall serve as the method to demonstrate to the County that they continue to be a qualified provider. A copy of such evaluation system shall be provided upon request to County for review and approval. Single State Medicaid Agency — Health Care Authority (HCA): HCA, as the single state Medicaid Agency, has administrative authority for Title XIX coverage per 42 CFR 431.10. DSHS is the operating agency for the Home and Community Based Waivers for services for people with developmental disabilities. The County only has responsibility for services covered in this agreement. DSHS /DRW Access Agreement: The DRW February 27, 2001 Access Agreement with DDA is incorporated by reference. The agreement covers DRW's access to individuals with developmental disabilities, Clients, programs and records, outreach activities, authority to investigate allegations of abuse and neglect, and other miscellaneous matters and is binding for all providers of DDA contracted services. AO -DD 16 15 of 20 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT E DATA SECURITY REQUIREMENTS 1. Definitions. The words and phrases listed below, as used in this Exhibit, shall each have the following definitions: a. "Authorized User(s)" means an individual or individuals with an authorized business requirement to access DSHS Confidential Information. b. "Hardened Password" means a string of at least eight characters containing at least one alphabetic character, at least one number and at least one special character such as an asterisk, ampersand, or exclamation point. c. "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. Data Transport. When transporting DSHS Confidential Information electronically, including via email, the Data will be protected by: a. Transporting the Data within the (State Governmental Network) SGN or Contractor's internal network, or; b. Encrypting any Data that will be in transit outside the SGN or Contractor's internal network. This includes transit over the public Internet. 3. Protection of Data. The Contractor agrees to. store Data on one or more of the following media and protect the Data as described: a. Hard disk drives. Data stored on local workstation hard disks. Access to the Data will be restricted to Authorized User(s) by requiring logon to the local workstation using a Unique User ID and Hardened Password or other authentication mechanisms which provide equal or greater security, such as biometrics or smart cards. b. Network server disks. Data stored on hard disks mounted on network servers and made available through shared folders. Access to the Data vaill be restricted to Authorized Users through the use of access control lists which will grant access only after the Authorized User has authenticated to the network using a Unique User ID and Hardened Password or other authentication mechanisms which provide equal or greater security, such as biometrics or smart cards. Data on disks mounted to such services must be located in an area which is accessible only to authorized personnel, with access controlled through use of a key, card key, combination lock, or comparable mechanism. Fir DSHS Confidential Informatio n Stored on these disks, deleting unneeded LQLQ , vata is sufficient as long as the disks remain in a Secured Area and otherwise meet the requirements listed in the above paragraph. Destruction of the Data as outlined in Section 5, Data Disposition may be deferred until the disks are retired, replaced, or otherwise taken out of the Secured Area. c. Optical discs (CDs or DVDs) in local workstation optical disc drives. Data provided by DSHS on optical discs which will be used in local workstation optical disc drives and which will not be transported out of a Secured Area. When not in use for the contracted purpose, such discs must be locked in a drawer, cabinet or other container to which only Authorized Users have the key, combination or mechanism required to access the contents of the container. Workstations which access DSHS Data on optical discs must be located in an area which is accessible only to authorized personnel, with access controlled through use of a key, card key, combination lock, or comparable mechanism. d. Optical discs (CDs or DVDs) in drives or jukeboxes attached to servers. Data provided by DSHS on optical discs which will be attached to network servers and which will not be transported out of a Secured Area. Access to Data on these discs will be restricted to Authorized Users through the use of access control lists which will grant access only after the Authorized User has authenticated to the network using a Unique User ID and Hardened Password or other authentication mechanisms which provide equal or greater security, such as biometrics or smart cards. Data on discs attached to such servers must be located in an area which is accessible only to authorized personnel, with access controlled through use of a key, card key, combination lock, or comparable mechanism. AO -DD 16 16 of 20 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT E e. Paper documents. Any paper records must be protected by storing the records in a Secured Area which is only accessible 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. f. Remote Access. Access to and use of the Data over the State Governmental Network SGN) or Secure Access Washington (SAW) will be controlled by DSHS staff who will issue authentication credentials (e.g. a Unique User ID and Hardened Password) to Authorized Users on Contractor staff. Contractor will notify County and DSHS staff immediately whenever an Authorized User in possession of such credentials is terminated or otherwise leaves the employ of the Contractor, and whenever an Authorized User's duties change such that the Authorized User no longer requires access to perform work for this Contract. g. Data storage on portable devices or media. i. Except where otherwise specified herein, DSHS Data shall not be stored by the Contractor on portable devises or media unless specifically authorized within the terms and conditions of the Contract. If so authorized, the Data shall be given the following protections: 1. Encrypt the Data with a key length of at least 128 bits 2. Control access to devices with a Unique User ID and Hardened Password or stronger authentication method such as a physical token or biometrics. 3. Manually lock devices whenever they are left unattended and set devices to lock automatically after a period of inactivity, if this feature is available. Maximum period of inactivity is 20 minutes. h Physically Secure the portable device(s) and /or media by 4. Keeping them in locked storage when not in use 5. Using check -in /check -out procedures when they are shared, and 6. Taking frequent inventories ii. When being transported outside of a Secured Area, portable devices and media with DSHS Confidential Information must be under the physical control of Contractor staff with authorization to access the Data. iii. Portable devices include, but are not limited to; smart phones, tablets, flash memory devices (e.g. USB flash drives, personal media players), portable hard disks, and laptop /notebook /netbook computers if those computers may be transported outside of a Secured Area. iv. Portable media includes, but is not limited to; optical media (e.g. CDs, DVDs), magnetic media (e.g. floppy disks, tape), or flash media (e.g. CompactFlash, SD, MMC). Data stored for backup purposes. i. DSHS data may be stored on portable media as part of a Contractor's existing, documented backup process for business continuity or disaster recovery purposes. Such storage is authorized until such time as-that media would be reused during the course of normal backup operations. If backup media is retired while DSHS Confidential Information still exists upon it, such media will be destroyed at that time in accordance with the disposition requirements in Section 5. Data Disposition ii. DSHS Data may be stored on non - portable media (e.g. Storage Area Network drives, virtual media, etc.) as part of a Contractor's existing, documented backup process for business continuity or disaster recovery purposes. If so, such media will be protected as otherwise described in this exhibit. If this media is retired while DSHS Confidential Information still exists upon it, the data will be destroyed at that time in accordance with the disposition requirements in Section 5. Data Disposition. AO -DD 16 17 of 20 PROFESSIONAL SERVICES AGREEMENT 4. Data Segregation ATTACHMENT E a. DSHS Data must be segregated or otherwise distinguishable from non -DSHS data. This Server or workstation hard disks, or is to ensure that when no longer needed by the Contractor, all DSHS Data can be identified for return or destruction. It also aids in determining whether DSHS Data has or Removable media (e.g. floppies, USB flash drives, portable hard disks) excluding optical may have been compromised in the event of a security breach. As such, one or more of discs the following methods will be used for data segregation. b. DSHS Data will be kept on media (e.g, hard disk, optical disc, tape, etc.) which will contain no non -DSHS data. And /or, c. DSHS Data will be stored in a logical container on electronic media, such as a partition or Paper documents with sensitive or Confidential folder dedicated to DSHS Data. And /or, d. DSHS Data will be stored in a database which will contain no non -DSHS data. And /or, e. DSHS Data will be stored within a database and will be distinguishable from non -DSHS Paper documents containing Confidential data by the value of a specific field or fields within database records. f. When stored as physical paper documents, DSHS Data will be physically segregated protected health information) from non -DSHS data in a drawer, folder, or other container. g. When it is not feasible or practical to segregate DSHS Data from non -DSHS data, then Optical discs (e.g. CDs or DVDs) both the DSHS Data and the non -DSHS data with which it is commingled must be protected as described in this exhibit. 5. Data Disposition. When the contracted work has been completed or when no longer needed, except as noted, in- Section 3. Protection of Data b. Network Server Disks above, -Data shall be returned to DSHS or destroyed. Media on which Data may be stored and associated acceptable methods of destruction are as follows: Data stored on: Will be destroyed by: Server or workstation hard disks, or Using a "wipe" utility which will overwrite the Data at least three (3) times using either Removable media (e.g. floppies, USB flash drives, portable hard disks) excluding optical random or single character data, or discs Degaussing sufficiently to ensure that the Data cannot be reconstructed, or Physically destroying the disk Paper documents with sensitive or Confidential Recycling through a contracted.firm provided Information the contract with the recvcler assures that the confidentiality of Data will be protected. Paper documents containing Confidential On -site shredding, pulping, or incineration Information requiring special handling (e.g. protected health information) Optical discs (e.g. CDs or DVDs) Incineration, shredding, or completely defacing the - readable surface with a coarse abrasive Magnetic tape Degaussing, incinerating or crosscut shredding 6. Notification of Compromise or Potential Compromise. The compromise or potential compromise of DSHS shared Data must be reported to the County and DSHS Contact within one (1) business day of discovery. If no DSHS Contact is designated, than the notification must be reported to the DSHS Privacy Officer at dshsprivacyofficer(a dshs.wa.gov. Contractor must also take actions to mitigate the risk of loss and comply with any notification or other requirements imposed by law or DSHS. 7. Data shred with Subcontractors. If DSHS Data provided under this Contract is to be shared with a subcontractor, the Contract with the subcontractor must include all of the data security provisions within this Contract and within any amendments, attachments, or exhibits within this Contract. If the Contractor cannot protect the Data as articulated within this Contract, than the contract with the sub - Contractor must be submitted to the County for review and approval. AO -DD 16 18 of 20 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT F HIPPA AND CONFIDENTIALITY ADDENDUM 1. Purpose. The purpose of this Addendum is to provide assurances regarding responsibilities to maintain strict confidentiality under applicable federal and state laws and regulations relating to client medical information, financial information and other patient identifiable health information to which Contractor gains access under this Agreement (collectively "Protected Health Information" or "PHI"). 2. HIPAA Compliance. The Contractor shall perform all Agreement duties, activities and tasks in compliance with HIPAA and regulations enacted pursuant to its provisions, successor law and /or regulation. Pursuant to 45CFR § 164.502(e), the Contractor shall implement policies and procedures to safeguard and maintain PHI in accordance with the requirements of state and federal law. In the event of a conflict in interpretation of Agreement terms to HIPAA, the language and intent of this Addendum shall control. 3. Use and Disclosures of PHI. The Contractor is limited to the following permitted and required uses or disclosures of PHI: a. The Contractor shall only use or disclose PHI as required to perform the services specified in this Agreement or as required by law, and shall not use or disclose such PHI in any manner inconsistent with the use and disclosure restrictions placed on the Covered-Entity by the HIPAA regulations or its corresponding policies and procedures. b. The Contractor shall protect PHI from, and shall establish appropriate safeguards to prevent, the unauthorized disclosure of PHI in accordance with the terms and conditions of this Addendum and state and federal law, including any regulations governing the security of PHI and the transmission, storage or maintenance of electronic data that contains PHI for as long as the PHI is within its possession and control, even after the termination or expiration of this Agreement. 4. Report of Unauthorized Use or Disclosures of Protected Health Information. The Contractor shall report in writing all unauthorized uses or disclosures of PHI to the County and DSHS within five 5) working days of becoming aware of unauthorized use or disclosure of the PHI. 5. Third Party Agreements. If subcontracting is permitted under the terms of this Agreement, then Contractor shall enter into a written agreement with such agent, subcontracting, independent Contractor, volunteer, or any other third party with access to PHI, that contains the same terms, restrictions, and conditions as this Addendum. 6. Consent to Audit. The Contractor shalt give reasonable access to PHI, records, books, aocuments, electronic data and /or all other business information received from, or created or received by Contractor on behalf of the County and DSHS, to the Secretary of the U.S. Department of Health and Human Services or designee and/or to County for use in determining the County's compliance with HIPAA privacy requirements. 7. Return of Information. The Contractor shall, within ten (10) working days of termination or expiration of this Agreement in accordance with Agreement termination and expiration procedures, and at the discretion of the County, either return or destroy all PHI, including PHI in possession of third parties under Agreement to the Contractor. 8. PHI Amendment, The Contractor shall, within ten (10) working days of a request from the County and DSHS, provide the County and DSHS with information regarding amendment of PHI maintained by Contractor. The Contractor will, as directed by DSHS or the County, thereafter incorporate any amendments to the PHI maintained by Contractor. 45 CFR § 164.526. 9. PHI Access. The Contractor shall provide the County and DSHS with reasonable access to PHI in its possession or, as directed by the County and DSHS, shall provide an individual with reasonable access to such PHI. 45 CFR § 164.524. 10. Confidentiality: a. The Contractor shall not use, publish, transfer, sell or otherwise disclose any Confidential Information gained by reason of this Program Agreement for any purpose that is not directly connected with the performance of the services contemplated hereunder, except: i. As provided by law; or, AO -DD 16 1 1 19 of 20 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT F ii. In the case of Personal Information, as provided by law or with the prior written consent of the person or personal representative of the person who is the subject of the Personal Information. b. The Contractor shall protect and maintain all Confidential Information gained by reason of this Program Agreement against unauthorized use, access, disclosure, modification or loss. This duty requires the Contractor to employ reasonable security measures, which include restricting access to the Confidential Information by: i. Allowing access only to staff that have an authorized business requirement to view the Confidential Information. ii. Physically Securing any computers, documents, or other media containing the Confidential Information. iii. Ensure the security of Confidential Information transmitted via fax (facsimile) by verifying the recipient phone number to prevent accidental transmittal of Confidential Information to unauthorized persons. iv. When transporting six (6) to one hundred forty nine (149) records containing Confidential Information, outside a Secure Area, do one or more of the following as appropriate: 1. Use a Trusted System. 2. Encrypt the Confidential Information, including: a. Email and /or email attachments.. b. Confidential Information when it is stored on portable devices or media, including but not limited to laptop computers, smart phones and flash memory devices. v. When transporting one hundred fifty (150) records or more containing Confidential Information, outside a Secure Area refer to the requirements in Section E — Data Security Requirements. vi. Send paper documents containing Confidential Information via a Trusted System. c. To the extent allowed by law, at the end of the Program Agreement term or when no longer needed, the parties shall return Confidential Information or certify in writing the destruction of Confidential Information upon written request by the other party. d. Paper documents with Confidential Information may be recycled through a contracted firm, provided the contract with the recycler specifies that the confidentiality of information will be protected and the information destroyed through the recycling process. Paper documents containing Confidential Information requiring special handling (e.g, protected health information) must be destroyed through shredding, pulping, or incineration. e. The compromise or potential compromise of Confidential Information must be reported to the County and DSHS within five (5) business days of discovery for breaches of less than one hundred fifty(150) persons' protected data, and three (3) business days of discovery of breaches of over one hundred fifty (150) persons' protected data. The parties must also take actions to mitigate the risk of the loss and comply with any notification or other requirements imposed by law. 11. Individual's Access to Information. If an Individual asks Contractor for an accounting of disclosures of PHI or Cl, or for access to or amendment of PHI or Cl in Contractor's possession, the Contractor shall within two (2) working days forward the request to the County and DSHS for response. AO -DD 16 20 of 20