HomeMy WebLinkAboutAgreements/Contracts - GRIS (002);rSERVIC
SA Training Institute
PO BOX 5010
Lynnwood, WA 98046
;I www.servicealA&]j, ALTERNATIVES
ternatives.com
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DDA TECHNICAL ASSISTANCE ADDENDUM
1(.21,1452
Tel: (206) 209-9485
Fax: (866)703-6615
This DDA Technical Assistance Addendum ("Addendum") dated August 3, 2021 supplements
and is incorporated into the terms and conditions of the Contract for Referral of Training/Consultation
Services (the "Contract"), dated August 3, 2021 by and between Service Alternatives, Inc., a Washington
corporation("SA"), an AnyCounty of Grant ("Contractor"), as 1t may be amended from time to time.
terms used in this Addendum but not defined herein shall have the meaning given to such terms in the
Contract. The Services shall be performed by Contractor in accordance with and subject to the terms and
conditions of this Addendum and the Contract. In the event of any conflict between the terms of this
Addendum and the terms of the Contract, the terms of the Contract shall govern unless the Contract
specifically provides otherwise.
1. BENEFICIARY OF SERVICES: Washington State Department of Social & Health Services
("DSHS"), Developmental Disabilities Administration ("DDA")
2. SERVICES TO BE PROVIDED: Provision of technical assistance, training, and related
educational information to clients of DDA, their families, DDA field and residential staff, and
providers who support DDA clients, as more specifically set forth in any Statement of Work
("SOW") that may be issued under the Contract as supplemented by this Addendum.
3. ANCILLARY DOCUMENTS: Contractor will provide and maintain for the duration of this
Addendum, the following current documentation (check as applicable):
❑ Background Check
❑ Insurance (See requirements in § 19 below and/or in the applicable SOW.)
❑ Certification:
4. EVALUATIONS: Contractor will provide certificates to attendees documenting hours.
Certificates will be issued to attendees at the end of each session or will be mailed by the
Contractor to attendee's address provided. Contractor will request that all attendees sign in on a
roster, will provide SATI evaluations to all attendees at the end of class, and will return
evaluations from 90% of attendees to SA within 30 days of the end of training. Contractor agrees
and understands that payment of invoice will not be due and owing and will not be issued by SA
until the roster and SATI evaluations have been received by SA.
5. CONFIDENTIALITY:
a. The Contractor shall not use, publish, transfer, sell or otherwise disclose any Confidential
Information gained by reason of any SOW for any purpose that is not directly connected
with Contractor's performance of the Services contemplated hereunder, except
i. as provided by law, or
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ii. in the case of Personal Information, with the prior written consent of the person
or personal representative of the person who is the subject of the Personal
Information.
b. The Contractor shall protect and maintain all Confidential Information gained by reason
of any SOW performed under this Addendum against unauthorized use, access,
disclosure, modification or loss. This duty requires the Contractor to employ reasonable
security measures, which include restricting access to such 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 or e-mail by:
1. Verifying the recipient phone number or e-mail address to prevent
accidental transmittal of Confidential Information to unauthorized
persons;
2. Communicating with the intended recipient before transmission to ensure
that the fax or e-mail will be received only by an authorized person; and
3. Verifying after transmittal that the fax or e-mail was received by the
intended recipient.
iv. When transporting six (6) or more records containing Confidential Information,
outside Secured Area, do one or more of the following as appropriate:
1. Use a Trusted System;
2. Encrypt the Confidential Information, including:
a. Encrypting email and/or email attachments which contain the
Confidential Information; and
b. Encrypting Confidential Information when it is stored on
portable devices or media, including but not limited to laptop
computers and flash memory devices; and
v. Send paper documents containing Confidential Information via a Trusted System.
c. Upon request by SA or DSHS, upon completion of the Services contemplated under any
SOW, or when no longer needed in connection with the performance of any SOW,
Confidential Information shall be returned to DSHS, or Contractor shall certify in writing
that they employed a DSHS approved method to destroy the information. Contractor
may obtain information regarding approved destruction methods from the DSHS Contact.
d. The compromise or potential compromise of Confidential Information must be reported
to SA within one (1) business day of discovery. Contractor must also take actions to
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mitigate the risk of loss and comply with any notification or other requirements imposed
by law, by SA, or by DSHS.
6. CONTRACTUAL RELATIONSHIP: Contractor agrees and acknowledges that neither
Contractor nor any of Contractor's employees are employees or agents of SA, DSHS or DDA and
will not hold themselves out as, nor claim to be, an officer or employee of SA, DSHS or DDA by
reason hereof, nor will Contractor or Contractor's employees or agents make any claim of right,
privilege or benefit that would accrue to officers or employees of SA, DSHS, or DDA.
7. INSPECTION: The Contractor shall, at no additional cost, provide SA, DSHS and the Office of
the Washington State Auditor with reasonable access to Contractor's place of business,
Contractor's records, and DSHS client records, wherever located. These inspection rights are
intended to allow SA, DSHS and the Office of the Washington State Auditor to monitor, audit,
and evaluate the Contractor's performance and compliance with applicable laws, regulations, and
the Contract, Addendum, and SOW terms. These inspection rights shall survive for six (6) years
following the termination or expiration of this Addendum.
8. MAINTENANCE OF RECORDS: The Contractor shall maintain records relating to any SOW
issued pursuant to this Addendum and the Contract, and the performance of the Services
described therein. The records include, but are not limited to, accounting procedures and
practices, which sufficiently and properly reflect all direct and indirect costs of any nature
expended in the performance of any SOW. All records and other material relevant to any SOW
shall be retained for six (6) years after expiration or termination of the SOW.
If any litigation, claim, or audit is started before the expiration of the six (6) year period, the
records shall be retained until all litigation, claims, or audit findings involving the records have
been resolved.
9. SURVIVABILITY: The terms and conditions contained in this Addendum which, by their sense
and context, are intended to survive the expiration or termination of this Addendum shall survive.
10. CONTRACT RENEGOTIATION, SUSPENSION, OR TERMINATION DUE TO CHANGE IN
FUNDING: If the funds DSHS relied upon to establish its agreement with SA are withdrawn,
reduced or limited, or if additional or modified conditions are placed on such funding, after the
date of this Addendum but prior to the completion of the Services under any SOW:
a. At SA's discretion, any SOW related to the Addendum may be renegotiated taking into
consideration therevised funding conditions.
b. At DSHS's discretion, DSHS may give notice to Contractor and/or SA to suspend
performance when DSHS determines that there is reasonable likelihood that the funding
insufficiency may be resolved in a timeframe that would allow Contractor's performance
to be resumed prior to the completion of any SOW related to the Addendum in the
ordinary course.
i. During the period of suspension of performance, each party will inform the other
of any conditions that may reasonably affect the potential for resumption of
performance.
ii. When DSHS determines that the funding insufficiency is resolved, it will give
SA written notice to resume performance. Upon the receipt of this notice,
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4833-0837-3410.2
Contractor will provide written notice to SA informing SA whether it can resume
performance and, if so, the date of resumption. For purposes of this
subsubsection, "written notice" may include email.
iii. If the Contractor's proposed resumption date is not acceptable to DSHS and an
acceptable date cannot be negotiated, SA may terminate the applicable SOW by
giving written notice to Contractor. The parties agree that the SOW will be
terminated retroactive to the date of the notice of suspension. SA shall be liable
only for payment in accordance with the terms of the SOW for Services rendered
prior to the retroactive date of termination.
c. SA may immediately terminate this Addendum and any SOW by providing written notice
to the Contractor. The termination shall be effective on the date specified in the
termination notice. SA shall be liable only for payment in accordance with the terms of
any SOW for Services rendered prior to the effective date of termination. No penalty
shall accrue to SA in the event the termination optionin this section is exercised.
11. WAIVER: The Director of Service Alternatives Training Institute or duly assigned designee is
the only representative of SA that has the authority to waive any term or condition of this
Addendum on behalf of SA.
12. OVERPAYMENTS. If SA learns that Contractor has been paid unallowable costs under any
SOW issued under this Addendum, Contractor agrees that SA may require the Contractor to
reimburse SA or deduct any overpayment from a future payment that may be due to Contractor.
13. INDEMNIFICATION AND HOLD HARMLESS: Contractor waives its immunity under Title
51 RCW to the extent it is required to indemnify, defend, and hold harmless SA, Washington
State and/or its agencies, officials, agents, or employees. Nothing in this Section shall be
construed as a modification or limitation on the Contractor's obligation to procure insurance in
accordance with any SOW issued pursuant to this Addendum or the scope of said insurance.
14. TERMINATION:
a. SA may immediately terminate this Addendum and any SOW issued thereunder, in
whole or in part, by written notice to the Contractor if SA has a reasonable basis to
believe thatthe Contractor has:
i. Failed to meet or maintain any requirement for contracting with DSHS;
ii. Failed to protect the health or safety of any DSHS client;
iii. Failed to perform under, or otherwise breached, any term or condition of any
SOW or the Contract or this Addendum; or
iv. Violated any applicable law or regulation.
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b. Contractor may terminate this Addendum in the event:
i. SA fails to submit invoices to Contractor in accordance with the terms of the
Contract or this Addendum; or
ii. SA fails to pay Contractor the fees and expenses required under the terms of the
Contract or this Addendum.
15. TERMINATION OR EXPIRATION PROCEDURE: The following terms and conditions apply
upon Addendum termination or expiration:
a. The Contractor shall cease to perform any Services required by any SOW as of the
effective date of termination or expiration.
b. The Contractor shall comply with all instructions contained in the termination notice.
c. The Contractor shall immediately deliver to SA all DSHS property in the Contractor's
possession. The Contractor grants DSHS and SA the right to enter upon the Contractor's
premises for the sole purpose of recovering any DSHS property that the Contractor fails
to return within ten (10) calendar days of the effective date of termination or expiration of
this Addendum or any SOW issued hereunder. Upon failure to return DSHS property
within ten (10) calendar days, the Contractor shall be charged with all reasonable costs of
recovery, including transportation and attorney fees and costs (if any).
d. SA shall be liable only for payment required under the terms of any SOW rendered up to
the effective date of termination or expiration.
e. Contractor authorizes SA to withhold a sum from the final payment under any SOW to
the Contractor that SA reasonably determines is necessary to protect SA against loss or
additional liability.
f. The rights and remedies provided to SA in this Section are in addition to any other rights
and remedies provided at law, in equity, and/or under the Contract or this Addendum,
including consequential and incidental damages.
16. TREATMENT OF PROPERTY: Upon termination or expiration of this Addendum, all property
owned by SA or DSHS that may have been used by Contractor in connection with any SOW shall
remain with SA or DSHS, as applicable. If Contractor purchased or furnished any property at
SA's request and SA has reimbursed Contractor for the purchase price, title to such property shall
pass to and vest in SA. The Contractor shall protect, maintain, and insure all SA and DSHS
property that may be used by the Contractor against loss or damage.
17. CONTRACTOR WILL NOT MANDATE INDIVIDUAL ARBITRATION AND CLASS OR
COLLECTIVE ACTION WAIVER AS A CONDITION OF EMPLOYMENT:
a. "Mandatory Individual Arbitration Clause" or "Class or Collective Action Waiver"
means an arbitration clause or waiver in an employment contract which precludes
employees from resolving employment disputes with their employer through class or
collective proceedings in federal court. Instead, employees must bring individualized
arbitration proceedings against their employer to resolve any employment disputes.
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4833-0837-3410.2
b. Contractor certifies that Contractor does not require employees to agree to a Mandatory
Individual Arbitration Clause or Class or Collective Action Waiver as a condition of
employment.
c. Contractor must notify SA within ten (10) business days if, during the term of this
Addendum, Contractor requires employees to agree to a Mandatory Individual Arbitration
Clause or Class or Collective Action Waiver as a condition of employment, in which case
SA reserves the right to terminate this Addendum.
18. SPECIFIED PERSONNEL: Any proposal by Contractor for changes, replacement, or
substitution of the Specified Personnel during the term of any SOW shall be submitted to SA in
writing. SA shall have the sole discretion to accept or reject such proposal. If SA does not accept
Contractor's proposed change and Contractor is unable to provide acceptable personnel to SA
within twenty (20) business days after the originally assigned personnel have left, then SA may
terminate this Addendum and any SOW issued thereunder.
19. INSURANCE:
In the performance of any SOW issued pursuant to this Addendum, the Contractor may be
required to provide or procure any or all of the following insurance coverage and comply with
any or all of the requirements below. Each SOW will specify which of the following insurance
requirements must be met. If the SOW does not specify any particular requirements, the
Contractor shall at all times comply with all of the following insurance requirements.
a. General Liability Insurance
The Contractor shall maintain Commercial General Liability Insurance, or Business
Liability Insurance, including coverage for bodily injury, property damage, and contractual
liability, with the following minimum limits: Each Occurrence - $1,000,000; General
Aggregate - $2,000,000. The policy shall include liability arising out of the parties'
performance under this Contract, including but not limited to premises, operations,
independent contractors, products -completed operations, personal injury, advertising injury,
and liability assumed under an insured contract. SA, the State of Washington, Department
of Social & Health Services (DSHS), its elected and appointed officials, and each of their
respective agents and employees, shall be named as additional insureds.
In lieu of general liability insurance mentioned above, if the Contractor is a sole proprietor
with less than three contracts, the Contractor may choose one of the following three general
liability policies but only if attached to a professional liability policy, and if selected the
policy shall be maintained for the life of any SOW:
Supplemental Liability Insurance, including coverage for bodily injury and property damage
that will cover the Contractor wherever the service is performed with the following
minimum limits: Each Occurrence - $1,000,000; General Aggregate - $2,0009000. SA, the
State of Washington, Department of Social & Health Services (DSHS), its elected and
appointed officials, and each of their respective agents and employees shall be named as
additional insureds.
or
Workplace Liability Insurance, including coverage for bodily injury and property damage
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4833-0837-3410.2
that provides coverage wherever the service is performed with the following minimum
limits: Each Occurrence - $1,000,000; General Aggregate - $2,000,000. SA, the State of
Washington, Department of Social & Health Services (DSHS), its elected and appointed
officials, and each of their respective agents and employees shall be named as additional
insureds.
[M
Premises Liability Insurance and provide services only at Contractor's recognized place of
business, including coverage for bodily injury, property damage with the following
minimum limits: Each Occurrence - $1,000,000; General Aggregate - $2,000,000. SA, the
State of Washington, Department of Social & Health Services (DSHS), its elected and
appointed officials, and each of their respective agents and employees, shall be named as
additional insureds.
b. Business Automobile Liability Insurance
The Contractor shall maintain a Business Automobile Policy on all vehicles used to
transport clients, including vehicles hired by the Contractor or owned by the Contractor's
employees, volunteers or others, with the following minimum limits: $1,000,000 per
accident combined single limit. The Contractor's carrier shall provide DSHS and SA with a
waiver of subrogation or name DSHS and SA as an additional insured.
c. Professional Liability Insurance (PL)
The Contractor shall maintain Professional Liability Insurance or Errors & Omissions
insurance, including coverage for losses caused by errors and omissions, with the following
minimum limits: Each Occurrence - $1,000,000; Aggregate - $2,0009000.
d. Worker's Compensation
The Contractor shall comply with all applicable Worker's Compensation, occupational
disease, and occupational health and safety laws and regulations. Neither SA, the State of
Washington nor DSHS shall be held responsible for claims filed for Worker's Compensation
under RCW 51 by the Contractor or its employees under such laws and regulations.
Contractor agrees to indemnify and hold harmless SA, the State of Washington, and DSHS
for any claims brought against them pertaining to any injury related to the performance of
the Services.
e. Employees and Volunteers
The Contractor shall maintain coverage for the acts and omissions of the Contractor's
employees and volunteers. In addition, the Contractor shall ensure that all employees and
volunteers who use vehicles to transport clients or deliver Services have personal
automobile insurance and current driver's licenses.
f. Subcontractors
The Contractor shall ensure that all subcontractors have and maintain insurance with the
same types and limits of coverage as required of the Contractor under this Addendum. The
Contractor may request, and SA may approve, exempting subcontractors from some or all of
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the insurance requirements of this Addendum. The Contractor remains responsible for the
acts and omissions of all subcontractors.
g. Separation of Insureds
All insurance policies shall include coverage for cross liability and contain a "Separation of
Insureds" provision.
h. Insurers
The Contractor shall obtain insurance from insurance companies identified as an admitted
insurer/carrier in the State of Washington, with a Best's Reports' rating of B++, Class VII,
or better. Surplus Lines insurance companies will have a rating of A-, Class VII, or better.
i. Evidence of Coverage
The Contractor shall, upon request by SA, submit a copy of the Certificate of Insurance,
policy, and additional insured endorsement for each coverage required of the Contractor
under this Addendum. The Certificate of Insurance shall identify SA and the Washington
State Department of Social and Health Services as the Certificate Holders. A duly
authorized representative of each insurer, showing compliance with the insurance
requirements specified in this Addendum, shall execute each Certificate of Insurance.
The Contractor shall maintain copies of Certificates of Insurance, policies, and additional
insured endorsements for each subcontractor as evidence that each subcontractor maintains
insurance as required by this Addendum.
j . Material Changes
The insurer shall give SA 45 days advance written notice of cancellation or non -renewal. If
cancellation is due to non-payment of premium, the insurer shall give SA 10 days advance
written notice of cancellation.
k. General
By requiring insurance, SA does not represent that the coverage and limits specified will be
adequate to protect the Contractor. Such coverage and limits shall not be construed to
relieve the Contractor from liability in excess of the required coverage and limits and shall
not limit the Contractor's liability under the indemnities granted to SA, the State of
Washington, or DSHS in this Addendum. All insurance provided in compliance with this
Addendum shall be primary as to any other insurance or self-insurance programs afforded to
or maintained by SA.
1. Waiver
The Contractor waives all rights, claims and causes of action against SA, the State of
Washington and DSHS for the recovery of damages to the extent said damages are covered
by insurance maintained by Contractor.
20. DISPUTES: Contractor and SA agree that, the existence of a dispute notwithstanding, they will
continue without delay to carry out all their respective responsibilities under any SOW issued
4833-0837-3410.2
pursuant to this Addendum that are not affected by the dispute.
21. DUNS Number. In accordance with the Federal Funding Accountability and Transparency Act
(FFATA, Public Law 109-282) implemented on October 1, 2010, Contractor must provide their
data universal number system (DUNS) number. The Contractor's DUNS Number is
. If the DUNS Number changes, the Contractor must immediately notify SA
and provide the correct DUNS Number.
22. TERM AND TERMINATION: The term of this Addendum shall remain in effect hereafter until
such time as either SA or the Contractor terminate this Addendum or the Contract in writing, at
either party's sole discretion.
23. COUNTERPARTS: This Addendum may be executed in counterparts, each of which shall be
deemed an original, but all of which together will constitute one and the same instrument
24. ADVICE OF COUNSEL: Each party acknowledges that, in executing this Addendum, such
party has had the opportunity to seek the advice of independent legal counsel, and has read and
understood all of the terms and provisions of this Addendum. This Addendum shall not be
construed against any party by reason of the drafting or preparation thereof
25. APPLICABLE LAW/ARBITRATION: This Addendum is governed by the same applicable law
and arbitration requirements as the Contract.
26. DEFINITIONS: The words and phrases listed below, as used in this addendum shall each have
the following definitions:
a. "Confidential Information" means information that is exempt from disclosure to the
public or other unauthorized persons under RCW 42.56 or other federal or state laws.
Confidential Information includes, but is not limited to, Personal Information.
b. "Contractor" means the individual or entity providing services pursuant to this
Addendum and includes the Contractor's owners, members, officers, directors, partners,
employees, and/or agents.
C. "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 256 bits for
symmetric keys, or 2048 bits for asymmetric keys. When a symmetric key is used, the
Advanced Encryption Standard (AES) must be used if available.
d. "Personal Information" means information identifiable to any person, including, but not
limited to, information that relates to a person's name, health, finances, education,
business, use or receipt of governmental services or other activities, addresses, telephone
numbers, social security numbers, driver license numbers, dates of birth, Social Security
number, other identifying numbers, and any financial identifiers.
e. "Physically Secure" means that access is restricted through physical means to authorized
individuals only.
f. "Secured Area" means an area to which only authorized representatives of the entity
possessing the Confidential Information have access. Secured Areas may include
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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.
g. "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.
h. "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.
The Contract, Addendum and any SOW issued pursuant to this Addendum contain all terms and
conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject
matter of this agreement shall be deemed to exist or to bind any of the parties hereto, except by an official
addendum issued, agreed to, and signed by all parties below.
I TC R]
J
Signature
Cindy Carter, Chair
Name
Board of County Commissioners
Title
Date
SERVICE ALTERNATIVES, INC.
Signature
Name
Administrator
Title
Date
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