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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
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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
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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
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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
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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
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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
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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
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4817-6323-190.2