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HomeMy WebLinkAboutAgreements/Contracts - GRISK21-151 RV SA Training Institute SEMMM ICE Po Box 445 ALTERNATIVES Woodinville, WA 98072 Tel: (800) 896-9234 www.satraininginstitute.org Fax: [8661703-6615 CONTRACT REGARDING TRAINING/CONSULTATION SERVICES This Contract Regarding Training/Consultation Services (hereinafter called "Contract") is entered into this 3rd day of August, 2021 ("Effective Date"), by and between Service Alternatives, Inc., a Washington corporation ("Service Alternatives," "SA Training Institute," or "SA"), whose corporate address is P.O. Box 595, Coupeville, Washington 98239, and County of Grant ("Contractor"), whose address is 35 C Street NW, PO Box 37 Ephrata, WA 98823 (each, also may be referred to individually, as a "party" and collectively, the "parties"). RECITALS This Contract may be supplemented by one or more Addendums, the terms of which are incorporated into the Contract. As used in this agreement, "Contract" also includes any such Addendums. The primary purpose of this Contract is to provide referrals from SA to Contractor for the provision of services to service recipients, to provide services directly to SA, or to provide other services as may be requested by SA ("referrals"). During the term of this Contract, Contractor will provide services to identified service recipients (the "Services") as referred by SA, in each case pursuant to the terms of this Contract and a Statement of Work ("SOW") completed for each referral. The Contractor understands that this Contract does not create an employment relationship, nor may the Contractor represent itself as anything other than a vendor providing services to the service recipients as referred to Contractor by SA. The Contractor also understands that neither this Contract nor any SOW represent a guarantee of any referrals for the provision of services. TERMS AND CONDITIONS NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Service Alternatives' Obligations to Contractor: Service Alternatives shall: A. Provide referrals for all contracted work being requested of the Contractor. At no time is a referral for contracted work through or on behalf of SA to come from anyone outside of SA and without a SOW. B. Establish a SOW for each service that is being referred to the Contractor. The SOW will outline such details as: a) services to be performed, b) number of authorized hours/days of service, c) location of services to be delivered, d) reimbursement rates, e) paperwork requirements, and fl any other details pertinent to the work being requested. C. Pay Contractor the amounts specified in the SOW and based on Contractor's provision of required paperwork. Contractor shall be paid within 30 days of SA's receipt and approval of the following: invoice, documentation required by the SOW, and materials required by section 6 of this Contractor's Initials Advancing the potential of our communities, customers, and ourselves through exceptional service Service Alternatives Base Contract 02.2020 contract. Should such receipt of invoice, documentation, and/or materials occur later than 12 months following the month in which services were preformed (see 2C), Contractor shall forfeit any payment requiring such invoicing, documentation, and/or materials. 2. Contractor's Obligations to SA: Contractor shall: A. Perform the referred Services based on the expectations outlined in the SOW. Contractor will be required to report to SA's designee concerning Services performed pursuant to any referral under this Contract. The nature and frequency of these reports will be left to the discretion of SA. B. Not incur on behalf of SA any expenses (except as expressly specified in the SOW) without the prior consent of SA, which shall be evidenced in writing. As a condition of reimbursement, Contractor shall submit to SA reasonable evidence that the amount involved was expended and related to Services referred under the SOW. C. Provide SA with complete, true and accurate copies of documents requested in the SOW, including submission of an invoice for services. Contractor must submit invoicing according to terms outlined in the SOW and provide such invoicing within 60 days following the month in which the services were performed. 3. Additional Contractor Responsibilities: A. Registration with Washin tion. Contractor shall be fully registered as a business and employer (if applicable) with the State of Washington for the purposes of operating a business and paying any and all taxes that may be due as a result of any amounts paid pursuant to the Contract or any SOW. Contractor shall provide SA with proof that Contractor is fully registered with the State. B. Payment of Taxes / Withholding Indemnification / Authorization to Deduct: i. Contractor shall be responsible for payment of all taxes due on payments made under any SOW issued pursuant to this Contract in accordance with the requirements of Title 82 RCW and Title 458 WAC, and any federal taxes that may be due or as otherwise may be required 11. Contractor shall also have full responsibility for all applicable taxes for all amounts paid to its partners, agents, or its employees under this Contract, and for compliance with all applicable labor and employment requirements with respect to Contractor's self- employment, sole proprietorship or other form of business organization, and Contractor's partner's, agents, and employees, including state worker's compensation insurance (aka industrial insurance) coverage requirements (Title 51 RCW) and any US immigration visa requirements. Contractor agrees to indemnify, defend, and hold SA harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on SA by the relevant taxing authorities with respect to any compensation paid to Contractor or Contractor's partners, agents, or its employees. 111. If Contractor fails to pay any applicable taxes or amounts due any government agency, including failure to either provide industrial insurance coverage or pay premiums or penalties on behalf of its employees, as may be required by law, Contractor hereby authorizes SA to deduct the amount(s) owed by the Contractor to any government agency, and transmit the deducted amounts to that government agency. This provision Contractor's Initials 4817-6323-190LI.2 does not waive any of L&I's rights to collect from the Contractor. C. Method of Provision of Services: The Contractor shall be solely responsible for determining the method, details, and means of performing the Services. Except as otherwise provided in the SOW, Contractor may not assign its duties, rights, or obligations related to any referral under this Contract without written prior approval of SA. If the Contractor does obtain permission from SA to assign duties, rights, or obligations to another Contractor (the "Assistants"), it is agreed and understood that such Assistants are not employees of SA and Contractor shall be wholly responsible for the professional performance of the Services by Assistants such that the results are satisfactory to SA. Contractor shall expressly advise the Assistants of the terms of this Contract and associated SOWs, and shall require each Assistant to agree to be bound by the terms set forth herein. It is also understood that such Assistants are to be used at the Contractor's own expense, and that Contractor is responsible for compliance with all labor and employment laws (if applicable) in connection with the Assistants, and for all taxes compliance (if applicable) in connection with the Assistants. D. Proprietary Information: As used in this Contract, the term `Proprietary Information' means information or physical material not generally known or available outside SA or information or physical material entrusted to SA by its clients or other third parties. This includes, but is not limited to information relating to SA's business and its relationships with governmental and other third party entities or persons, confidential knowledge, techniques, processes, and/or any other information of any type relating to marketing, forecasts, sales, pricing, customers, the salaries, duties, qualifications, performance levels and terms of compensation of other employees, and/or cost or other financial data concerning any of the foregoing or SA and its operations. Proprietary Information may be contained in materials such as drawings, procedures, reports, studies, customer or vendor materials or correspondence, budgets, cost or price lists, compilations or computer programs, or may be in the nature of unwritten knowledge or know-how. It is understood that all Proprietary Information shall be the sole property of SA and that the Contractor will hold in confidence and not directly or indirectly use or disclose, both during the term of the Contract and after its termination, (irrespective of the reason for such termination), any Proprietary Information obtained or created during the period of the Contract, whether or not during working hours, except to the extent authorized by SA, until such proprietary information becomes generally known. The Contractor agrees to not make copies of such Proprietary Information except as authorized by SA. Upon termination of this Contract or upon earlier requests of SA, the Contractor will return or deliver to SA all tangible forms of such Proprietary Information in Contractor's possession or control. In the event that Contractor is an entity or otherwise will be causing its Assistants or other individuals in its employ or under its supervision to participate in the rendering of the Services, Contractor warrants that it shall require each of such individuals to execute a confidentiality Contract containing substantially the terms set forth herein. E. Confidential Information: "Confidential Information" means information consisting of `Proprietary Information' as defined by Section 3D, and any information received by the Contractor by reason of the Contract which would not be otherwise made available were it not for the authority or perceived authority of the Contract. Confidential Information may be received by the Contractor from sources including but not limited to: SA; federal, state, county, and local government agencies; its employees and contractors; individuals receiving services, service providers, and service professionals, except in accordance with disclosures as required by the Public Records Act The Contractor shall protect and maintain all Confidential Information gained by reason of this Contract against unauthorized use, publication, sale, access, disclosure, modification or loss. In particular, the Contractor shall not divulge names, personal information, or any other information obtained during the course of their work pursuant to this Contract without the expressed written consent from SA. Contractor shall employ reasonable security measures to protect and maintain Confidential Contractor's Initials 4817-6323-190.2 Information, which may include, but not be limited to: restricted access only to authorized personnel; physically securing computers, documents, or media; securing electronically transmitted data; sending documents via trusted systems; returning documents to SA upon request; shredding of documents where if the return of documents is not requested; notification to SA of potential compromises of Confidential Information, except in accordance with disclosures as required by the Public Records Act It is further understood that in addition to the requirements of confidentiality in this section and Section 3D, Contractor will comply with any confidentiality requirements contained in any Addendum to this contract or in any SOW. 4. Hold Harmless and Indemnification: SA shall be held free of liability and the Contractor shall hold harmless, defend, and indemnify SA from any and all claims and losses, which may result from Contractor's activities on any referral under this Contract. The Contractor agrees it is financially responsible and liable for any audit that may occur due to its negligence or its failure to comply with the terms of this Contract. Additionally, Contractor agrees to indemnify, pay the defense costs of, and hold SA and its successors, officers, directors, and employees harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses, and damages (including attorney's fees) arising out of, or in connection with a) any claim for bodily or psychological injury, death, or property damage to the extent caused by Contractor in connection with the Services, b) any claim that the Services infringe any legal right of any third party, or c) any other claim that, if true, would constitute a breach of Contractor's representations or obligations herein, provided that Contractor i) is notified immediately after SA receives notice of such claim; and ii) received SA's cooperation in the defense or settlement of such claim. Notwithstanding the foregoing, SA reserves the right to control the defense to any claim described above. In the event SA chooses to defend itself, SA will cooperate in the defense or settlement of such claim. In the event SA controls the defense to a claim, this defense will not affect the Contractor's duty to indemnify SA. 5. Other Provisions: A. Intellectual Property: In performing under this Contract, Contractor may choose to utilize the intellectual property of Contractor or SA (collectively "the Owner") to fulfill the requirements of an active and executed SOW. Intellectual property may include, but is not limited to, pre-existing software, ideas, concepts, know-how, tools, models, processes, methodologies, techniques, documents and other materials (including any enhancements or modifications thereto) which have been originated or developed by the Owner or have been purchased by or licensed to the Owner (collectively, the "Pre -Existing Materials"). To the extent performance under this Contract involves the use of Pre - Existing Materials, each party grants to the other party a limited, non-exclusive, non -transferable license to use the Pre -Existing Materials for SA's internal business use. The parties may not resell, redistribute, republish, reverse -engineer, translate, modify or make derivative works of the Pre -Existing Materials without the Owner's express prior written consent. The terms contained herein refer only to Pre -Existing Materials and are not subject to materials expressly created through the course of a SOW that are considered Work Made for Hire, with SA being the Owner of such materials. B. Work Made for Hire: Any materials created by the Contractor, expressly as part of any work under any SOW issued under this Contract ("Materials") shall be considered "work made for hire," as defined by the United States Code, Title 17, Chapter 1, Section 101, and shall be owned solely and exclusively by SA. If, for any reason, any such Materials do not constitute a "work made for hire," Contractor hereby irrevocably assigns to SA, in each case without additional consideration, all right, title, and interest throughout the world in Materials. Any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as "moral rights" (collectively, "Moral Rights"). Contractor hereby irrevocably waives, to the extent permitted by applicable law, any and all claims Contractor may now or hereafter have in any Contractor's Initials 4817-6323-1904.2 jurisdiction to any Moral Rights with respect to the Materials. SA will utilize any "work made for hire" materials created by the Contractor in the manner deemed appropriate by the agency. These materials shall include but are not limited to: electronic and hard copies of documents, reports, training materials, surveys, pictures, books, audio and video recordings, computer programs. C. Insurance Requirements: Without limiting the Contractor's indemnification, the Contractor shall maintain during the performance of any SOW, under which it is thus required, liability insurance with not less than a combined single limit of $1,000,000.00 for each occurrence, personal injury, and property damage liability. This shall not be reduced or canceled without 10 days written notice to Service Alternatives, Inc. Termination of insurance shall result in immediate cessation of all activity for the SOW, under which insurance is required. To the extent that any applicable Addendum requires different or additional amounts or types of insurance coverage, the terms of the applicable Addendum control over the provisions of this Section. D. Applicable Law/Arbitration: This Contract shall be governed by and construed and enforced in accordance with and subject to the laws of the State of Washington without regard to conflict of laws principles. The exclusive venue for any dispute arising from this Contract shall be Superior Court in King County, Washington. The parties may agree on alternative dispute resolution such as mediation or arbitration. E. Applicable Laws & Debarment: Contractor agrees to abide by all pertinent state and federal, state, and local laws and regulations in the performance of its obligations hereunder. Furthermore, Contractor certifies that neither Contractor nor any employee or agent of Contractor who may perform services under any SOW related to this Contract is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal or State department or agency from participating in transactions. Notice must be immediately given if Contractor should become excluded or debarred. SA may immediately terminate this Addendum and any related SOW by providing Contractor written notice if Contractor becomes debarred during the term hereof F. Notice Regarding Financial Fraud and Abuse: SA is committed to the prevention, detection, reporting and correction of fraud, waste, abuse, fiscal mismanagement and misappropriation of funds as well as any other ethical violations. False Claims Act(s) shall be promptly reported, investigated and remedied, as appropriate and required by state and federal law(s). i. Contractor agrees and acknowledges that Contractor and all employees and agents of Contractor who perform Services under any SOW or this Contract, has a professional obligation to a. Comply with all laws, regulations, codes, and policies that regulate the Services. b. Report known or suspected violation of ethical/professional codes of conduct or any fraud, abuse, theft or other unlawful activity without fear of reprisal or retaliation (See Reporting Procedure) c. Participate in any investigation when asked and to help provide solutions to prevent further occurrences of alleged violations ii. Governing Mandates Include a. DRA—Deficit Reduction Act of 2005—§6031 and 6032 b. Title 31 U.S.C. §3729-3733—Federal False Claim Act c. Title 31 U.S.C. §3801 -3812 -Program Fraud Civil Remedies Act of 1986 d. RCW 48.80 Health Care False Claim Act FCA Contractor's Initials v 4817-6323-190.2 e. RCW 74 Washington Medicaid Fraud False Claims Act Amended 1/ 12 Potential Violations may include but are not limited to: a. Knowingly billing for hours/services not provided b. Knowingly falsifying cost and/or expense reports C. Knowingly misrepresenting services provided in a manner to seek higher reimbursement d. Knowingly falsifying, altering or destroying documents related to or to secure reimbursement e. Knowingly concealing, avoiding or decreasing an obligation to pay money owed to government iv. Administrative Remedies and Penalties Contractor acknowledges and agrees that Contractor understands that violation(s) of this provision and/or any actual acts related to fraud, waste and abuse may have severe consequences including, but not limited to, civil and criminal penalties as allowed under applicable federal and state laws, including the False Claims Act and Washington Medicaid Fraud False Claims Act. G. Notice: All written notices or other written communications required under this Contract or any SOW shall be deemed properly given when provided to the parties entitled thereto by personal delivery (including delivery by commercial services such as messengers and airfreight forwarders), by electronic means (such as by electronic mail, telex or facsimile transmission) or by mail sent registered or certified mail, postage prepaid at the addresses (or to such other address of a party designated in writing by such party to the others) provided below: If to Services Alternatives: Service Alternatives, Inc. Attn: Technical Assistance Administrator P.O. Box 5010 Lynnwood, WA 98046 E-mail: afreer@satraininginstitute.org Fax: 866-703-6615 If to Contractor: Name Attn: Address Email H. No Authority to Bind SA: Neither the Contractor nor any partner, agent, or employee of the Contractor has authority to enter into contracts that bind SA or create obligations on the part of SA without the prior written authorization of SA. Contractor however, shall not be bound by SA from entering into any contract to provide services to other entities, except any contract which would require the Contractor to violate the Contract and/or SOW with SA. Neither the Contract nor any previously executed SOWs shall bind or obligate SA to provide the Contractor future opportunities to Contractor's Initials 4817-6323-190@.2 provide Services. I. Term and Termination: The term of this Contract shall remain in effect hereafter until such time as either SA or the Contractor terminate this Contract in writing, at eitherparty"s sole discretion. Should either party choose to terminate this Contract prior to the completion of a SOW, the terms contained herein shall remain in effect until such, time as the terms of the SOW are fulfilled, the Contractor provides alternate means of fulfilling the terms of the SOW with prior approval from S.A. or the Contractor is released in writing by SA from the terms of the SOW., J. Supplements to Contract- It is further agreed that the Contractor will submit the following materials to SA, prior to or along with this signed contract i. IRS W-9 form.. Copy of current resume", curricu.lum vitae, and/or biographical sketch for individuals and a statement of qualifications for organizations/businesses. Proof of Washington business license (including UBI number) and registration with the State of Washington for payment of all taxes as may be due under this Contract. Contractor may also be required to submit the following materials, if identified as such within SOW. Submitting these materials prior to or this along with i sows. Z -l*) is signed contract, shall expedite execution of such IV. Appropriate certifications and. other defining qualifications (as defined in SOW). V. Copy of applicable liability insurance, as defined in section 5D above, dependent upon the nature of the work- being performed through the SOW. vi. Crim nal Background Check. K. Coun!!p�ar This Contract may be executed in counterparts, each of 'which shall be deemed an original, but all of wWch together will constitute one and the same instrument. Advice of Counsel-, Each party acknowledges that, in executing this Contract such . party has had the opportunity to seer the advice of 'independent legal counsel, and has readand understood all of the terms and provisions of this Contract. This Contract shall not be constnted 4t any party by reason of the drafting or preparation thereof. against. IN WITNESS WHEREOF the parties hereto have executed this Contract as of the Effective Date. CONTRACTOR SERVICE ALTERNATIVES, INC. Aelfwyn n Freer (Sep 7, 202108:32 PDT) Signature -_-T Signature - ----- Cindy Carter, Chair Name Board of County Commissioners Title Contractor's Initials Aelf nn Freer Name Administrator Title 4817-6323-19 2 Contractor's Initials 4817-6323-190.2