HomeMy WebLinkAboutAgreements/Contracts - BOCC (007)K23-116
MAY 2 4 2023
�pye.
0.Wggpg@�
lj Y
�TyCOMMISSIONERS
--
DSHS Central Contract Services
6016CF DSHS and County Agreement on General Terms and Conditions (5-18-2023) Page 1
DSHS and COUNTY
DSHS Contract Number
Washing ton state
tV
AGREEMENT ON
2383-48477
Department of Social
71 &Health Services
GENERAL TERMS AND
CONDITIONS
Transforming lives
These General Terms and Conditions are between the state of Washington
County Contract Number
Department of Social and Health Services (DSHS) and the County identified
below. These General Terms and Conditions govern work to be performed under
any Program Agreement between the parties. These General Terms and
Conditions supersede and replace any previously executed General Terms and
Conditions as of the start date below.
TERM OF AGREEMENT: The term of this Agreement on General Terms and Conditions shall start and end on the
-]
following dates, unless terminated sooner as provided herein.
START DATE: July 1, 2023 END DATE: June 30, 2029
COUNTY NAME
DSHS INDEX NUMBER
Grant County
1221
COUNTYADDRESS
PO Box 37
Ephrata, WA 98823-0037
COUNTY TELEPHONE
COUNTY FAX
(509)764-8402
DSHS CENTRAL CONTRACT SERVICES ADDRESS
DSHS CENTRAL CONTRACT SERVICES TELEPHONE
Central Contracts and Legal Services.
(360) 664-6055
P.O. Box 45811
Olympia, WA 98504-5811
By their signatures below, the parties agree to this Agreement on General Terms and Conditions.
COUNTYSIGNATURE(S)
DATE(S)
PRINTED NAME(S) AND TITLE(S)
TELEPHONE NUMBER
(INCLUDE AREA CODE)
DSHS SIGNATURE
DATE
PRINTED NAME AND TITLE
TELEPHONE NUMBER
(INCLUDE AREA CODE)
William Taplin
Chief of Contracts
(360) 664-6046
MAY 2 4 2023
�pye.
0.Wggpg@�
lj Y
�TyCOMMISSIONERS
--
DSHS Central Contract Services
6016CF DSHS and County Agreement on General Terms and Conditions (5-18-2023) Page 1
DSHS/County General Terms & Conditions
1. Definitions. The words and phrases listed below, as used in the Agreement, shall each
have the following definitions:
a. "Agreement" means this Department of Social and Health Services and County
Agreement on General Terms and Conditions and any exhibits and other documents
attached or incorporated by reference. Unless plainly inconsistent with context, the
term "Agreement" includes and refers to all such agreements collectively.
b. "CCLS Chief' means the manager, or successor, of Central Contracts and Legal
Services or successor section or office.
C. "Central Contracts and Legal Services (CCLS) 37 means the DSHS central headquarters
contracting office, or successor section or office.
d. "CFR" means the Code of Federal Regulations. All references in this Agreement and
any Program Agreement to CFR chapters or sections shall include any successor,
amended, or replacement regulation.
e. "Confidential Information" or "Data" means information that is exempt from disclosure to
the public or other unauthorized persons under Chapter 42.56 RCW or other federal or
state laws. Confidential Information includes, but is not limited to, Personal Information.
f. "County" or "the County" means the political subdivision of the state of Washington
named above performing services pursuant to this Agreement and any Program
Agreement.
g. "County Representative" means an individual in the position of County Manager,
County Administrator, County Executive, or other similar position which reports to the
highest governing body responsible for the subject matter of the Agreement or
applicable Program Agreement(s).
h. "Debarment" means an action taken by a Federal agency or official to exclude a person
or business entity from participating in transactions involving certain federal funds.
i. "DSHS" or "the department" or "the Department" means the Department of Social and
Health Services of the state of Washington.
j. "DSHS Representative" means any DSHS employee who has been delegated contract -
signing authority by the DSHS Secretary or his/her/their designee.
k. "General Terms and Conditions" means the contractual provisions contained within this
Agreement, which govern the contractual relationship between DSHS and the County,
under the Program Agreements subsidiary to and incorporating therein by reference this
Agreement.
I. "Personal Information" means information identifiable to any person, including, but not
limited to, information that relates to a person's name, health, finances, education,
business, use or receipt of governmental services or other activities, addresses,
telephone numbers, social security numbers, driver license numbers, other identifying
numbers, or any financial identifiers.
m. "Program Agreement" or "County Program Agreement" means a written agreement
DSHS Central Contract Services
6016CF DSHS and County Agreement on General Terms and Conditions (5-18-2023) Page 2
DSHS/County General Terms & Conditions
between DSHS and the County containing special terms and conditions, including a
statement of work to be performed by the County and payment to be made by DSHS.
n. "RCW' means the Revised Code of Washington. All references in this Agreement and
any Program Agreement to RCW chapters or sections shall include any successor,
amended, or replacement statute. Pertinent RCW chapters can be accessed at
http://apps.leg.wa.gov/rcw/.
o. "Secretary" means the individual appointed by the Governor, State of Washington, as
the head of DSHS, or his/her/their designee.
p. "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.
q. "Subcontract" means a separate contract between the County and an individual or entity
("Subcontractor") to perform all or a portion of the duties and obligations that the County
shall perform pursuant to any Program Agreement.
r. "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.
S. "USC" means the United States Code. All references in this Agreement and any
Program Agreement to USC chapters or sections shall include any successor,
amended, or replacement statute.
t. "WAC" means the Washington Administrative Code. All references in this Agreement
and any Program Agreement to WAC chapters or sections shall include any successor,
amended, or replacement regulation. Pertinent WAC chapters or sections can be
accessed at http://apps.leg.wa.gov/wac/.
2. Amendment. This Agreement, or any term or condition thereof, may be modified only by a
written amendment signed by both parties. Only personnel authorized to bind each of the
parties shall sign an amendment.
3. Assignment. Other than the use of subcontractors pursuant to Paragraph 22 herein, the
County shall not assign rights or obligations derived from this Agreement or any Program
Agreement to a third party without the prior, written consent of the CCLS Chief and the
written assumption of the County's obligations by the third party.
4. Billing Limitations.
a. DSHS shall pay the County only for authorized services provided in accordance with
DSHS Central Contract Services
6016CF DSHS and County Agreement on General Terms and Conditions (5-18-2023) Page 3
DSHS/County General Terms & Conditions
this Agreement.
b. DSHS shall not pay any claims for payment for services submitted more than twelve
(12) months after the calendar month in which the services were performed.
c. The County shall not bill and DSHS shall not pay for services performed under this
Agreement, if the County has charged or will charge another agency of the state of
Washington or any other party for the same service
5. Compliance with Applicable Law and Washington State Requirements.
a. Applicable Law. Throughout the performance of this Agreement and any agreement
that incorporates or is an extension of this Agreement, County and DSHS shall comply
with all federal, state, and local laws, regulations, and executive orders to the extent
they are applicable to this Agreement.
b. Civil Rights and Nondiscrimination. County and DSHS shall comply with all federal
and state civil rights and nondiscrimination laws, regulations, and executive orders to
the extent they are applicable to this Agreement, including, but not limited to, and as
amended, Titles VI and VII of the Civil Rights Act of 1964; Sections 503 and 504 of the
Rehabilitation Act of 1973; the Americans with Disabilities Act (ADA); Executive Order
11246; the Health Insurance Portabi,lity;and Accountability Act of 1996 (HIPAA); the
Age Discrimination in Employment Act of 1967, the Age Discrimination Act of 1975, the
Vietnam Era Veterans' Readjustment Assistance Act of 1974, and Chapter 49.60 of the
Revised Code of Washington, Washington's Law Against Discrimination. These laws,
regulations and executive orders are incorporated by reference herein to the extent
that they are applicable to the Agreement and required by law to be so incorporated...
In the event of the of noncompliance or refusal to comply with any applicable
nondiscrimination laws, regulations, and executive orders, this Agreement may be
rescinded, canceled, or terminated in whole or in part.
c. Certification Regarding Russian Government Contracts and/or Investments.
County shall abide by the requirements of Governor Jay Inslee's Directive 22-03 and
all subsequent amendments. The County, by signature to this Agreement, certifies that
the County is not presently an agency of the Russian government, an entity which is
Russian -state owned to any extent, or an entity sanctioned by the United States
government in response to Russia's invasion of Ukraine. The County also agrees to
include the above certification in any and all Subcontracts into which it enters. The
County shall immediately notify DSHS if, during the term of this Agreement, County
does not comply with this certification. DSHS may immediately terminate this
Agreement by providing County written notice if County does not comply with this
certification during the term hereof.
6. Confidentiality.
a. Neither the County nor DSHS shall use, publish, transfer, sell or otherwise disclose any
Confidential Information gained by reason of this Agreement for any purpose that is not
directly connected with performance of the services contemplated hereunder, except:
(1) as provided by law; or,
DSHS Central Contract Services
6016CF DSHS and County Agreement on General Terms and Conditions (5-18-2023) Page 4
DSHS/County General Terms & Conditions
(2) in the case of Personal Information, with the prior written consent of the person or
personal representative of the person who is the subject of the Personal
Information.
b. The County shall protect and maintain all Confidential Information gained by reason of
this Agreement against unauthorized use, access, disclosure, modification or loss. This
duty requires the County to employ reasonable security measures, which include
restricting access to the Confidential Information by:
(1) Allowing access only to staff that have an authorized business requirement to view
the Confidential Information.
(2) Physically Securing any computers, documents, or other media containing the
Confidential Information.
(3) Ensure the security of Confidential Information transmitted via fax (facsimile) by:
(a) Verifying the recipient phone number to prevent accidental transmittal of
Confidential Information to unauthorized persons.
(b) Communicating with the intended recipient before transmission to ensure that
the fax will be received only by an authorized person.
(c) Verifying after transmittal that the fax was received by the intended recipient.
(4) When transporting six (6) or more records containing Confidential Information,
outside a Secured Area, do one or more of the following as appropriate:
(a) Use a Trusted System.
(b) Encrypt the Confidential Information, including:
i. Encrypting email and/or email attachments which contain the Confidential
Information.
ii. Encrypting Confidential Information when it is stored on portable devices or
media, including but not limited to laptop computers and flash memory
devices.
Note: If the DSHS Data Security Requirements Exhibit is attached to this contract,
this item, 6.b.(4), is superseded by the language contained in the Exhibit.
(5) Send paper documents containing Confidential Information via a Trusted System.
(6) Following the requirements of the DSHS Data Security Requirements Exhibit, if
attached to this contract.
c. Upon request by DSHS, at the end of the Agreement term, or when no longer needed,
Confidential Information shall be returned to DSHS or County shall certify in writing that
they employed a DSHS approved method to destroy the information. County may
obtain information regarding approved destruction methods from the DSHS contact
identified on the cover page of this Agreement. Should County be required to retain
records either by law or pursuant to grant or contract terms, County will provide written
DSHS Central Contract Services
6016CF DSHS and County Agreement on General Terms and Conditions (5-18-2023) Page 5
DSHS/County General Terms & Conditions
notice that identifies the records it must retain as well as the source of the retention
requirements and the schedule it must honor. Upon expiration of the required retention
schedule, County will then return the records to DSHS or destroy the records using a
DSHS approved destruction records and provide certification of their destruction.
d. Paper documents with Confidential Information may be recycled through a contracted
firm, provided the contract with the recycler specifies that the confidentiality of
information will be protected, and the information destroyed through the recycling
process. Paper documents containing Confidential Information requiring special
handling (e.g. protected health information) must be destroyed on-site through
shredding, pulping, or incineration.
e. Notification of Compromise or Potential Compromise. The compromise or potential
compromise of Confidential Information must be reported to the DSHS Contact
designated on the contract within one (1) business day of discovery. County must also
take actions to mitigate the risk of loss and comply with any notification or other
requirements imposed by law or DSHS.
7. County Certification Regarding Ethics. By signing this Agreement, the County certifies
that the County is in compliance with Chapter 42.23 RCW and shall comply with Chapter
42.23 RCW throughout the term of this Agreement and any Program Agreement.
8. Debarment Certification. The County, by signature to this Agreement, certifies that the
County is not presently debarred, suspended, proposed for debarment, declared ineligible,
or voluntarily excluded from participating in this Agreement or any Program Agreement by
any federal department or agency. The County also agrees to include the above
requirement in all subcontracts into which it enters.
9. Disputes.
Both DSHS and the County ("Parties") agree to work in good faith to resolve all conflicts at
the lowest level possible. However, if the Parties are not able to promptly and efficiently
resolve, through direct informal contact, any dispute concerning the interpretation,
application, or implementation of any section of the Agreement or applicable Program
Agreement(s), either Party may reduce its description of the dispute in writing, and deliver
it to the other Party for consideration. Once received, the assigned managers or designees
of each Party will work to informally and amicably resolve the issue within five (5) business
days. If the managers or designees are unable to come to a mutually acceptable decision
within five (5) business days, they may agree to issue an extension to allow for more time.
If the dispute cannot be resolved by the managers or designees, the issue will be referred
through each Agency's respective operational protocols, to the Secretary of DSHS
("Secretary") and the County Representative or their deputy or designated delegate. Both
Parties will be responsible for submitting all relevant documentation, along with a short
statement as to how they believe the dispute should be settled, to the Secretary and the
County Representative.
Upon receipt of the referral and relevant documentation, the Secretary and County
Representative will confer to consider the potential options for resolution, and to arrive at a
decision within fifteen (15) business days. The Secretary and County Representative may
appoint a review team, a facilitator, or both, to assist in the resolution of the dispute. If the
Secretary and County Representative are unable to come to a mutually acceptable
DSHS Central Contract Services
6016CF DSHS and County Agreement on General Terms and Conditions (5-18-2023) Page 6
DSHS/County General Terms & Conditions
decision within fifteen (15) days, they may agree to issue an extension to allow for more
time.
Both Parties agree that, the existence of a dispute notwithstanding, the Parties will
continue without delay to carry out all respective responsibilities under the Agreement or
applicable Program Agreement(s) that are not affected by the dispute.
The final decision will be put in writing and will be signed by both the Secretary and County
Representative. If the Agreement is active at the time of resolution and amendment of the
Agreement is warranted for ongoing clarity, the Parties will execute an amendment to
incorporate the final decision into the Agreement. If this dispute process is used, the
resolution decision will be final and binding as to the matter reviewed and the dispute shall
be settled in accordance with the terms of the decision. Notwithstanding the foregoing,
each Party reserves the right to litigate issues de novo in court.
10. Entire Agreement. This Agreement and any Program Agreement, including all
documents attached to or incorporated by reference into either, shall contain all the terms
and conditions to be agreed upon by the parties. Upon execution of any Program
Agreement, this Agreement shall be considered incorporated into that Program
Agreement by reference. No other understandings or representations, oral or otherwise,
regarding the subject matter of this Agreement or any Program Agreement shall be
deemed to exist or bind the parties.
11. E -Signature and Records. An electronic signature or electronic record of this Agreement
or any other ancillary agreement shall be deemed to have the same legal effect as delivery
of an original executed copy of this Agreement or such other ancillary agreement for all
purposes.
12. Governing Law and venue. The laws of the state of Washington govern this Agreement.
In the event of a lawsuit by the County against DSHS involving this Agreement or a
Program Agreement, venue shall be proper only in Thurston County, Washington. In the
event of a lawsuit by DSHS against the County involving this Agreement or a Program
Agreement, venue shall be proper only as provided in RCW 36.01.050.
13. Responsibility. Each party to this Agreement shall be responsible for the negligence of its
officers, employees, and agents in the performance of any Program Agreement. No party
to this Agreement or any Program Agreement shall be responsible for the acts and/or
omissions of entities or individuals not party to this Agreement and any Program
Agreement. DSHS and the County shall cooperate in the defense of tort lawsuits, when
possible. Both parties agree and understand that such cooperation may not be feasible in
all circumstances. DSHS and the County agree to notify the attorneys of record in any tort
lawsuit where both are parties if either DSHS or the County enters into settlement
negotiations. It is understood that the notice shall occur prior to any negotiations, or as
soon as possible thereafter, and the notice may be either written or oral.
14. Independent Status. For purposes of this Agreement and any Program Agreement, the
County acknowledges that the County is not an officer, employee, or agent of DSHS or the
state of Washington. The County shall not hold out itself or any of its employees as, nor
claim status as, an officer, employee, or agent of DSHS or the state of Washington. The
County shall not claim for itself or its employees any rights, privileges, or benefits which
would accrue to an employee of the state of Washington. The County shall indemnify and
hold harmless DSHS from all obligations to pay or withhold federal or state taxes or
DSHS Central Contract Services
6016CF DSHS and County Agreement on General Terms and Conditions (5-18-2023) Page 7
DSHS/County General Terms & Conditions
contributions on behalf of the County or the County's employees.
15. Inspection. Either party may request reasonable access to the other party's records and
place of business for the limited purpose of monitoring, auditing, and evaluating the other
party's compliance with this Agreement, any Program Agreement, and applicable laws and
regulations. During the term of any Program Agreement and for one (1) year following
termination or expiration of the Program Agreement, the parties shall, upon receiving
reasonable written notice, provide the other party with access to its place of business and to
its records which are relevant to its compliance with this Agreement, any Program
Agreement, and applicable laws and regulations. This provision shall not be construed to
give either party access to the other party's records and place of business for any other
purpose. Nothing herein shall be construed to authorize either party to possess or copy
records of the other party.
16. Insurance. DSHS certifies that it is self-insured under the State's self-insurance liability
program, as provided by RCW 4.92.130, and shall pay for losses for which it is found liable.
The County certifies that it is self-insured, is a member of a risk pool, or maintains
insurance coverage as required in any Program Agreements. The County shall pay for
losses for which it is found liable.
17. Maintenance of Records.
During the term of this Agreement and for six (6) years following termination or expiration of
this Agreement, both parties shall maintain records sufficient to:
a. Document performance of all acts required by law, regulation, or this Agreement;
b. Demonstrate accounting procedures, practices, and records that sufficiently and
properly document the County's invoices to DSHS and all expenditures made by the
County to perform as required by this Agreement.
18. Operation of General Terms and Conditions. These General Terms and Conditions
shall be incorporated by reference into each. Program Agreement between the County and
DSHS in effect on or after the start date of this Agreement. These General Terms and
Conditions govern and apply only to work performed under Program Agreements between
the parties.
19. Order of Precedence. In the event of an inconsistency in this Agreement and any
Program Agreement, unless otherwise provided herein, the inconsistency shall be resolved
by giving precedence, in the following order, to:
a. Applicable federal and state of Washington statutes and regulations;
b. This Agreement;
c. The Program Agreement(s).
20. Ownership of Material. Material created by the County and paid for by DSHS as a part of
any Program Agreement shall be owned by DSHS and shall be "work made for hire" as
defined by 17 USC§ 101. This material includes, but is not limited to: books; computer
programs; documents; films; pamphlets; reports; sound reproductions; studies; surveys;
tapes; and/or training materials. Material which the County uses to perform a Program
DSHS Central Contract Services
6016CF DSHS and County Agreement on General Terms and Conditions (5-18-2023) Page 8
DSHS/County General Terms & Conditions
Agreement but is not created for or paid for by DSHS is owned by the County and is not
"work made for hire"; however, DSHS shall have a perpetual license to use this material for
DSHS internal purposes at no charge to DSHS, provided that such license shall be limited
to the extent which the County has a right to grant such a license.
21. Severability. The provisions of this Agreement and any Program Agreement are
severable. If any court holds invalid any provision of this Agreement or a Program
Agreement, including any provision of any document incorporated herein or therein by
reference, that invalidity shall not affect the other provisions this Agreement or that Program
Agreement.
22. Subcontracting. Unless otherwise specified therein, the County may subcontract
services to be provided under a specific Program contract into which this Agreement is
incorporated or attached. If DSHS, the County, and a subcontractor of the County are
found by a jury or other trier of fact to be jointly and severally liable for personal injury
damages arising from any act or omission under this Agreement or any Program
Agreement, then DSHS shall be responsible for its proportionate share, and the County
shall be responsible for its proportionate share. Should a subcontractor to the County
pursuant to a Program Agreement be unable to satisfy its joint and several liability, DSHS
and the County shall share in the subcontractor's unsatisfied proportionate share in direct
proportion to the respective percentage of their fault as found by the trier of fact. Nothing
in this section shall be construed as creating a right or remedy of any kind or nature in
any person or party other than DSHS and the County. This provision shall not apply in
the event of a settlement by either DSHS or the County.
23. Subrecipients.
a. General. If the County is a subrecipient of federal awards as defined by 2 CFR Part
200 and this Agreement, the County will:
(1) Maintain records that identify, in its accounts, all federal awards received and
expended and the federal programs under which they were received, by Catalog of
Federal Domestic Assistance (CFDA) title and number, award number and year,
name of the federal agency, and name of the pass-through entity;
(2) Maintain internal controls that provide reasonable assurance that the County is
managing federal awards in compliance with laws, regulations, and provisions of
contracts or grant agreements that could have a material effect on each of its
federal programs;
(3) Prepare appropriate financial statements, including a schedule of expenditures of
federal awards;
(4) Incorporate 2 CFR Part 200, Subpart F audit requirements into all agreements
between the County and its Subcontractors who are subrecipients;
(5) Comply with the applicable requirements of 2 CFR Part 200,, including any future
amendments to 2 CFR Part 200, and any successor or replacement Office of
Management and Budget (OMB) Circular or regulation; and
(6) Comply with the Omnibus Crime Control and Safe streets Act of 1968, Title VI of
the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Title II of
DSHS Central Contract Services
6016CF DSHS and County Agreement on General Terms and Conditions (5-18-2023) Page 9
DSHS/County General Terms & Conditions
the Americans with Disabilities Act of 1990, Title IX of the Education Amendments
of 1972, The Age Discrimination Act of 1975, and The Department of Justice Non -
Discrimination Regulations, 28 C.F.R. Part 42, Subparts C.D.E. and G, and 28
C.F.R. Part 35 and 39.
b. Single Audit Act Compliance. If the County is a subrecipient and expends $750,000 or
more in federal awards from all sources in any fiscal year, the County will procure and
pay for a single audit or a program -specific audit for that fiscal year. Upon completion
of each audit, the County will:
(1) Submit to the DSHS contact person the data collection form and reporting package
specified in 2 CFR Part 200, Subpart F, reports required by the program -specific
audit guide (if applicable), and a copy of any management letters issued by the
auditor;
(2) Follow-up and develop corrective action for all audit findings; in accordance with 2
CFR Part 200, Subpart F; prepare a "Summary Schedule of Prior Audit Findings"
reporting the status of all audit findings included in the prior audit's schedule of
findings and questioned costs. r
C. Overpayments. If it is determined by DSHS, or during the course of a required audit,
that the County has been paid unallowable costs under this or any Program
Agreement, DSHS may require the County to reimburse DSHS in accordance with 2
CFR Part 200.
24. Survivability. The terms and conditions contained in this Agreement or any Program
Agreement which, by their sense and context, are intended to survive the expiration of a
particular Program Agreement shall survive. Surviving terms include, but are not limited to:
Confidentiality (Section 6), Disputes (Section 9), Responsibility (Section 13), Inspection
(Section 15), Maintenance of Records (Section 17), Ownership of Material (Section 20),
Subcontracting (Section 22), Termination for Default (Section 27), Termination. Procedure
(Section 28), and Title to Property (Section 30).
25. Termination Due to Change in Funding, Contract Renegotiation or Suspension.
If the funds DSHS relied upon to establish any Program Agreement are withdrawn,
reduced or limited, or if additional or modified conditions are placed on such funding, after
the effective date of this Agreement but prior to the normal completion of any Program
Agreement:
a. At DSHS's discretion, the Program Agreement may be renegotiated under the revised
funding conditions.
b. Upon no less than fifteen (15) calendar days advance written notice to County, DSHS
may suspend County's performance of any Program Agreement when DSHS
determines that there is reasonable likelihood that the funding insufficiency may be
resolved in a timeframe that would allow the County's performance to be resumed prior
to the normal completion date of the Program Agreement. For purposes of this sub-
section, "written notice" may include email.
(1) During the period of suspension of performance, each party will inform the other of
any conditions that may reasonably affect the potential for resumption of
DSHS Central Contract Services
6016CF DSHS and County Agreement on General Terms and Conditions (5-18-2023) Page 10
DSHS/County General Terms & Conditions
performance.
(2) When DSHS determines that the funding insufficiency is resolved, it will give the
County written notice to resume performance. Upon the receipt of this notice, the
County will provide written notice to DSHS informing DSHS whether it can resume
performance and, if so, the date of resumption.
(3) If the County's proposed resumption date is not acceptable to DSHS and an
acceptable date cannot be negotiated, DSHS may terminate the Program
Agreement by giving written notice to the County. The parties agree that the
Program Agreement will be terminated retroactive to the effective date of
suspension. DSHS shall be liable only for payment in accordance with the terms of
the Program Agreement for services rendered through the retroactive date of
termination.
c. DSHS may terminate the Program Agreement by providing at least fifteen (15)
calendar days advance written notice to the County. DSHS shall be liable only for
payment in accordance with the terms of the Program Agreement for services rendered
through the effective date of termination. No penalty shall accrue to DSHS in the event
the termination option in this section is exercised.
26. Termination for Convenience. The CCLS Chief may terminate this Agreement or any
Program Agreement in whole or in part for convenience by giving the County at least thirty
(30) calendar days' written notice addressed to the County at the address shown on the
cover page of the applicable agreement. The County may terminate this Agreement and
any Program Agreement for convenience by giving DSHS at least thirty (30) calendar days'
written notice addressed to: Central Contracts and Legal Services, PO Box 458111
Olympia, Washington 98504-5811.
27. Termination for Default.
a. The CCLS Chief may terminate this Agreement or any Program Agreement for default,
in whole or in part, by written notice to the County, effective on the date stated in the
written notice, if DSHS has a reasonable basis to believe that the County has:
(1) Failed to meet or maintain any requirement for contracting with DSHS;
(2) Failed to perform under any provision of this Agreement or any Program
Agreement;
(3) Violated any law, regulation, rule, or ordinance applicable to this Agreement or any
Program Agreement; or
(4) Otherwise breached any provision or condition of this Agreement or any Program
Agreement.
b. Before the CCLS Chief may terminate this Agreement or any Program Agreement for
default, DSHS shall provide the County with written notice of the County's
noncompliance with the agreement and provide the County a reasonable opportunity to
correct the County's noncompliance. If the County does not correct the County's
noncompliance within the period of time specified in the written notice of
noncompliance, the CCLS Chief may then terminate the agreement. The CCLS Chief
DSHS Central Contract Services
6016CF DSHS and County Agreement on General Terms and Conditions (5-18-2023) Page 11
DSHS/County General Terms & Conditions
may terminate the agreement for default without such written notice and without
opportunity for correction if DSHS has a reasonable basis to believe that a Client's
health or safety is in jeopardyThe County may terminate this Agreement or any
Program Agreement for default, in whole or in part, by written notice to DSHS, if the
County has a reasonable basis to believe that DSHS has:
(1) Failed to meet or maintain any requirement for contracting with the County;
(2) Failed to perform under any provision of this Agreement or any Program
Agreement;
(3) Violated any law, regulation, rule, or ordinance applicable to this Agreement or any
Program Agreement; and/or
(4) Otherwise breached any provision or condition of this Agreement or any Program
Agreement.
c. Before the County may terminate this Agreement or any Program Agreement for
default, the County shall provide DSHS with written notice of DSHS' noncompliance
with the agreement and provide DSHS a reasonable opportunity to correct DSHS'
noncompliance. If DSHS does not correct DSHS' noncompliance within the period of
time specified in the written notice of noncompliance, the County may then terminate
the agreement.
28. Termination Procedure. The following provisions apply in the event this Agreement or
any Program Agreement is terminated:
a. The County shall cease to perform any services required by the Program Agreement as
of the effective date of termination and shall comply with all reasonable instructions
contained in the notice of termination which are related to the transfer of clients,
,distribution of property, and termination of services.
b. The County shall promptly deliver to the DSHS contact person (or to his/her/their
successor) listed on the first page of the Program Agreement, all DSHS assets
(property) in the County's possession, including any material created under the
Program Agreement. Upon failure to return DSHS properly within fifteen (15) working
days of the Program Agreement termination, the County shall be charged with all
reasonable costs of recovery, including transportation. The County shall take
reasonable steps to protect and preserve any property of DSHS that is in the
possession of the County pending return to DSHS.
c. DSHS shall be liable for and shall pay for only those services authorized and provided
through the effective date of termination. DSHS may pay an amount mutually agreed
by the parties for partially completed work and services, if work products are useful to or
usable by DSHS.
d. If the CCLS Chief terminates any Program Agreement for default, DSHS may withhold a
sum from the final payment to the County that DSHS determines is necessary to protect
DSHS against loss or additional liability occasioned by the alleged default. DSHS shall
be entitled to all remedies available at law, in equity, or under the Program Agreement.
If it is later determined that the County was not in default, or if the County terminated the
Program Agreement for default, the County shall be entitled to all remedies available at
DSHS Central Contract Services
6016CF DSHS and County Agreement on General Terms and Conditions (5-18-2023) Page 12
DSHS/County General Terms & Conditions
law, in equity, or under the Program Agreement.
29. Treatment of Client Property. Unless otherwise provided in the applicable Program
Agreement, the County shall ensure that any adult client receiving service`s from the County
under a Program Agreement has unrestricted access to the client's personal property. The
County shall not interfere with any adult client's ownership, possession, or use of the
client's property. The County shall provide clients under age eighteen (18) with reasonable
access to their personal property that is appropriate to the client's age, development, and
needs. Upon termination or completion of the Program Agreement, the County shall
promptly release to the client and/or the client's guardian or custodian all of the client's
personal property. This section does not prohibit the County from implementing such lawful
and reasonable policies, procedures and practices as the County deems necessary for
safe, appropriate, and effective service delivery (for example, appropriately restricting
clients' access to, or possession or use of, lawful or unlawful weapons and drugs).
30. Title to Property. Title to all property purchased or furnished by DSHS for use by the
County during the term of a Program Agreement shall remain with DSHS. Title to all
property purchased or furnished by the County for which the County is entitled to
reimbursement by DSHS under a Program Agreement shall pass to and vest in DSHS. The
County shall take reasonable steps to protect and maintain all DSHS property in its
possession against loss or damage and shall return DSHS property to DSHS upon
termination or expiration of the Program Agreement pursuant to which it was purchased or
furnished, reasonable wear and tear excepted.
31. Waiver. JVVaiver of any breach or default on any occasion shall not be deemed to be a
waiver of any subsequent breach or default. No waiver shall be construed to be a
modification of the terms and conditions of this Agreement unless amended as set forth in
Section 2, Amendment. Only the CCLS Chief or designee has the authority to waive any
term or condition of this Agreement on behalf of DSHS.
DSHS Central Contract Services
6016CF DSHS and County Agreement on General Terms and Conditions (5-18-2023) Page 13
ATTEST:
MEW
Approved as to form:
Rebekah Keylor, WSBA #53257
Civil Deputy Prosecuting Attorney
Date: ,�Z" -3
F-MI61,11, JM: * M � 403 i101Mk k WA
COMMI NERS
ONER
G;Mqlr INGTON
Rob Jones, Ch 'r
Cindy Ca?&r, Vice -Chair
DannyE.Atone em b e r
1!
1- 1 A ya-W vi L, M
CL n 6� ct�t-v1vAl�Rv�nS,