Attachment A Sample Contract.pdf

WASHINGTON STATE

Department of Children, Youth, and Families

DCYF Contract Number:

Contract Maximum:

25-1022 $100,000.00

From-To:07/05/2024-09/30/2025

Contract Number: 25-1022 Printed Date: 5/10/2024 Page 1 of 4

SERVICE CONTRACT

Crisis Respite Coaching, Technical Assistance, and Training

THIS CONTRACT is made and entered into by and between the State of Washington, acting by and through the Department of Children, Youth, and Families, a department of Washington State government (hereinafter referred to as "DCYF") and , (hereinafter referred to as "Contractor"), located at , .

CONTRACTOR BUSINESS ADDRESS CONTRACTOR CONTRACT MANAGER

DCYF ADDRESS

Department of Children, Youth, and Families PO Box 40970 Olympia WA 98504-0970

DCYF PROGRAM CONTRACT MANAGER

THIS CONTRACT CONTRIBUTES TO THE FOLLOWING AGENCY GOALS:

Resilience - Children/youth are supported by healthy relationships with adults.

Resilience - Parents/caregivers are supported to meet the needs of their children/youth.

THE PURPOSE OF THIS CONTRACT is Contractor to provide coaching, technical assistance, and training to community or Tribal projects that are building prevention crisis respite capacity.

THIS CONTRACT is the result of the following competitive solicitation:

BID TYPE AND NUMBER: RFQQ 25-DCYF-EL-005

BID DATE: 05/10/2024

CONTRACTOR'S PROPOSAL DATED:

DCYF’s solicitation documents and the Contractor’s proposal are hereby attached and incorporated herein by reference as though set forth in full.

THEREFORE, IT IS MUTUALLY AGREED THAT:

1. CONTRACT MANAGEMENT

a. Contract Managers

(1) The Contract Manager as shown on page 1 for each of the parties shall be the contact person for all communications and billings regarding the performance of this Contract.

(2) Each party shall provide the other party with written notice of any changes of the name and contact information regarding either party's designated Contract Manager. The written notice shall not be effective until fourteen business days from the date of mailing. The requirements contained in the Section titled Contractor Staff of exhibit D shall apply to this Section (Section 1.a).

b. Notices

Contract Number: 25-1022 Printed Date: 5/10/2024 Page 2 of 4

(1) Any notice or demand or other communication required or permitted to be given under this Contract or applicable law shall be effective only if it is in writing, properly addressed, and either emailed, delivered in person or by a recognized courier service, or deposited with the United States Postal Service as first-class certified mail, postage prepaid and return receipt requested, to the parties at the addresses listed in Section 1.a.

(2) Notwithstanding RCW 1.12.070, such communications shall be effective upon the earlier of receipt or four calendar days after mailing or emailing. The notice address as provided herein may be changed by written notice given as provided on page 1.

2. EXHIBITS AND ATTACHMENTS

Attached hereto and incorporated herein as though set forth in full are the following exhibits and attachments:

Exhibit A - Statement of Work Exhibit B - Budget Report Exhibit C - Deliverables Report Exhibit D - General Terms and Conditions Attachment 1 - Confidentiality and Non-Disclosure Agreement Attachment 2 - Certification of Data Disposition Attachment 3 - Federal Certifications and Assurances

The parties agree that the exhibits and attachments listed in this paragraph shall be enforceable against the parties and are a part of this Contract.

3. STATEMENT OF WORK

The Contractor shall perform the activities and obligations as set forth and described in Exhibit A. The Contractor shall also furnish the necessary personnel, equipment material and/or service(s) and otherwise do all things necessary for or incidental to the performance of the work as set forth and described in Exhibit A. The Contractor shall provide the services, goods, products and activities at the costs set forth in this Contract.

4. PERIOD OF PERFORMANCE

The effective date of this contract, shall commence on July 5, 2024 and must be completed on or before September 30, 2025. Performance on this Contract shall not begin before the effective date.

The term of this Contract may be extended by 6 months, PROVIDED: The extension shall be at the option of DCYF and shall be effected by DCYF giving written notice of its intent to extend the Contract to the Contractor and the Contractor accepting such extensions..

5. COMPENSATION

The cost of accomplishing the work described in this Contract shall not exceed $100,000.00. Any additional authorized expenditures, for which reimbursement is sought, must be submitted as written documentation to the DCYF Contract Manager for pre-approval by the DCYF Secretary or the Secretary's delegate as described in this Contract, and established by a written Contract Amendment. Exhibit B is an actual budget of the costs associated with this Contract. If the Contractor reduces its prices for any of its services during the term of this Contract, DCYF shall receive the immediate benefit of such lower prices for services following the price reduction.

Compensation for services will be paid upon the timely completion of services as described in Exhibit A and is contingent upon acceptance of relevant work products and approval of vouchers by DCYF as described in this Contract.

6. BILLING PROCEDURE

a. The Contractor shall submit, not more than semi-monthly, properly completed A-19 vouchers (the

"voucher") to one of the following:

Contract Number: 25-1022 Printed Date: 5/10/2024 Page 3 of 4

The Department of Children, Youth, and Families Attn:

Or, email a scan of an original, signed A-19 voucher directly to the DCYF Contract Manager at

b. Payment to the Contractor for approved and completed work shall be made by warrant or Electronic Funds Transfer by DCYF and considered timely if made within 30 days of receipt of a properly completed voucher. Payment shall be sent to the address designated by the Contractor and set forth in this Contract.

c. Each voucher must clearly reference the DCYF Contract Number and the Contractor's Statewide Payee Registration number assigned by the Office of Financial Management (OFM).

d. Properly completed vouchers and attachments completed by the Contractor must contain the information described in Exhibit A under the Section titled "Compensation and Voucher Payment".

e. For Statewide Payee Registration: OFM maintains a central contractor registration file for Washington State agencies to use for processing contractor payments. This allows many contractors to receive payments by direct deposit. The Contractor must be registered in the Statewide Payee Registration system, https://ofm.wa.gov/it-systems/statewide-vendorpayee-services, prior to submitting a request for payment under this Contract. No payment shall be made until the Statewide Payee Registration is complete.

f. Upon the expiration of this Contract, any claim for payment or voucher not already made shall be submitted to DCYF no later than forty-five (45) days following the expiration date of this Contract. In the event the Contractor does not provide to DCYF a claim for payment or voucher within forty-five (45) days following the expiration date of the Contract, DCYF shall have no obligation to pay such claim for payment or voucher even if the service or product has been delivered and/or accepted. The final voucher shall certify that the Contractor has completed all requirements of this Contract.

Contract Number: 25-1022 Printed Date: 5/10/2024 Page 4 of 4

7. SIGNATURES

THIS CONTRACT, including the exhibits and attachments described in Section 2, is executed by the persons signing below who warrant they have read and understand this Contract, including the exhibits and attachments.

The persons signing below further represent they have the authority to execute this Contract.

DEPARTMENT OF CHILDREN,

YOUTH, AND FAMILIES

Signature Signature

Name Name

Title Title

Date Date

Children, Youth, and Families

DCYF Contract Number:

Contract Maximum:

25-1022 $100,000.00

From-To:07/05/2024-09/30/2025

Contract Number: 25-1022 Printed Date: 5/10/2024 Page 1 of 3

Exhibit A - Statement of Work

Table of Contents

1. Definitions

2. Intent of these Services

3. Deliverables

4. Compensation and Voucher Payment

5. CONTRACT MONITORING

1. Definitions

a. American Rescue Plan (ARP) Act of 2021 (P.L.117-2) -- Signed into Law by President Biden on

March 11 2021. This law provides relief to address the continued impact of COVID-19 on the economy, public health, state and local governments, individuals, and businesses.

b. Community-Based Child Abuse Prevention (CBCAP) -- CBCAP programs were established through federal legislation under the Child Abuse Prevention and Treatment Act (CAPTA).

c. Crisis Respite/Crisis Nursery/Emergency Respite - Crisis Respite is short-term care for children for when parents/caregivers need a break for any reason, whether they are exhausted and worn-out from the demands of parenting or when they experience difficult life circumstances or other unexpected events and have no safe alternatives for care. Crisis Respite is typically available on short notice, often at any time of day or night, and is usually free of charge. Many Crisis Respite providers offer additional family supports such as concrete goods, support groups, referrals to benefit programs, and other services to further strengthen families and build resilience. Crisis Respite is welcoming and nonjudgmental; it is inclusive and Culturally Responsive to the families it serves. It understands that families are not defined by their circumstances. Not everyone calls this service “Crisis Respite.” Other terms that are used to describe it include urgent, immediate, and emergency respite or care. Facility-based providers are sometimes called crisis nurseries. Crisis Respite is defined by the function it fulfills, not how or where it is delivered. It may be provided in designated facilities, private homes, and other community based settings. Different types of licensure or certification may be required, depending on how the service is provided.

d. Culturally Responsive -- Culture includes the shared social behaviors and norms within a society. This can include shared knowledge, beliefs, laws, arts, customs, habits, priorities, expectations, and many other shared practices. Being Culturally Responsive would involve proactively engaging with people in ways that are appropriate within their cultural values, behaviors, and norms.

e. DCYF – The Washington State Department of Children, Youth & Families.

f. Protective Factors - Characteristics or conditions that reduce or buffer the effects of risk, stress, or trauma. A protective factor is an asset of some kind. DCYF utilizes the Protective Factors Framework developed by the Center for the Study of Social Policy. These five protective factors contribute to the health and well-being of families and children and are associated with reduced incidence of child abuse and neglect. These protective factors are:

Knowledge of parenting and child development Social connections Parental resiliency Concrete support in times of need Social and emotional competence of children/nurturing and attachment

g. Strengthening Families Washington (SFWA) – A Family Support program in the DCYF Division of Partnerships, Prevention and Services.

Contract Number: 25-1022 Printed Date: 5/10/2024 Page 2 of 3

2. Intent of these Services

a. The Contractor will provide all necessary technical expertise, project management, and services to conduct this project as described in DCYF RFQQ No. 25-DCYF-EL-005 and in the Contractor’s proposal.

b. Contractor will do all things necessary for, or related to, the performance of the work in this Contract, including but not limited to the services described below.

(1) Contractor will engage in on-going coordination and communication with DCYF. This communication includes, but is not limited to regular meetings with the DCYF contract manager and other designated DCYF staff, ongoing phone, and email coordination with DCYF staff, and submission of monthly reports.

(2) Contractor will collaborate with the DCYF contract manager to develop guidance and requirements for the crisis respite contractor deliverables and to share information about the project.

(3) Contractor will identify and develop tools and resources to support the crisis respite contractors.

(4) Contractor will develop and implement a project management plan specific to the contracted project.

(5) Contractor will provide coaching, technical assistance, and training to the Community and/or Tribal Crisis Respite contractors, including:

(a) Lead up to 6 one-on-one meetings with each contractor to provide customized guidance and assistance to support them achieving project goals and deliverables.

(b) Plan and lead up to 4 group peer learning opportunities for the Crisis Respite contractors.

(c) Respond to ad hoc questions from the Crisis Respite contractors.

(6) Contractor will assist the DCYF contract manager in reviewing and providing feedback on

Community and/or Tribal Crisis Respite Contractors’ deliverables.

(7) Contractor will prepare a final report that analyzes data from the Community and/or Tribal

Crisis Respite projects along with data from the listening sessions that DCYF is holding.

Include recommendations for future investment and action related to crisis respite.

3. Deliverables

a. Contractor will submit the following deliverables to the DCYF contract manager. DCYF will provide guidance regarding deliverable content.

(1) Project management plan.

(2) Toolkit for planning and implementing crisis respite programs.

(3) Monthly narrative and staffing reports.

(4) Final report.

4. Compensation and Voucher Payment

a. Compensation will be based on the hourly rates and reimbursement of costs for materials and expenses related to the project, as shown in Exhibit B.

(1) Travel reimbursements made directly to the Contractor for services in this Contact cannot exceed the current State of Washington travel reimbursement rates. The Contractor shall receive compensation for travel expenses at current state travel reimbursement rates and in accordance with the State of Washington Office of Financial Management Travel Regulations. Current rates for travel can be accessed at:

http://www.ofm.wa.gov/policy/10.90.htm#10.90.10. Attachment 1 Non-Employee Travel Reimbursement form must be properly completed and attached with the A-19 Voucher for reimbursement of travel expenses.

b. Compensation cannot exceed the maximum amount as set forth in Exhibit B Budget. Draft reports, deliverables and analysis will be reviewed with project staff prior to finalization but all deliverables received shall be approved by DCYF.

c. If DCYF is not satisfied with the performance of work, DCYF reserves the right to refuse to pay full compensation for amount invoiced by Contractor.

Contract Number: 25-1022 Printed Date: 5/10/2024 Page 3 of 3

5. CONTRACT MONITORING

a. Contractor agrees to ensure compliance with all Contractor Requirements, as outlined in this

Statement of Work. Failure to comply with or submit timely and complete materials related to Contract requirements may result in withheld or delayed payments. DCYF will monitor compliance with Contract requirements, implementation progress and financial activity through review of the following:

(1) Submitted deliverables, invoices and expense documentation.

(2) Participation in all scheduled virtual and in-person Quarterly Check-In Meetings.

b. Delay in meeting one or more of the category areas above and/or non-compliance related to financial activity during a quarter may result in Corrective Action Planning which may include additional communication, DCYF requesting additional documentation, DCYF performing an onsite review, or DCYF may choose to terminate the contract.

Children, Youth, and Families

DCYF Contract Number:

Contract Maximum:

25-1022 $100,000.00

From-To:07/05/2024-09/30/2025

Contract Number: 25-1022 Printed Date: 5/10/2024 Page 1 of 1

Exhibit B - Budget Report

Any variances to the Payment Points allocated within this Budget must be pre-approved by the DCYF Contract Manager in writing. Failure to obtain pre-approval may result in non-payment of the unapproved expense.

State Fiscal Year 2025 (July 1 2024 - June 30 2025):

Payment Point Qty Unit Unit Cost Budget Limit Note

1. Engage in on-going coordination and communication with

DCYF

Hourly $0.00

2. Collaborate with DCYF contract manager

Hourly $0.00

3. Identify and develop tools and resources

Hourly $0.00

4. Develop and implement a project plan

Hourly $0.00

5. Provide coaching, technical assistance, and training to the Community

Hourly $0.00

6. Assist the DCYF contract manager in reviewing and providing feedback

Hourly $0.00

Total: $0.00

Contract Maximum: $0.00

Contract Funding Source(s)

Federal Funds $100,000.00

ALN #: 93.590

Children, Youth, and Families

DCYF Contract Number:

Contract Maximum:

25-1022 $100,000.00

From-To:07/05/2024-09/30/2025

Contract Number: 25-1022 Printed Date: 5/10/2024 Page 1 of 1

Exhibit C - Deliverables Report

State Fiscal Year 2025 (July 1 2024 - June 30 2025):

# Deliverable Title, Due Note, Description Due Date

1.00 Project work plan.

2.00 Toolkit for planning and implementing crisis respite programs

3.00 Monthly narrative and staffing reports.

4.00 Final report

Children, Youth, and Families

DCYF Contract Number:

Contract Maximum:

25-1022 $100,000.00

From-To:07/05/2024-09/30/2025

Contract Number: 25-1022 Printed Date: 5/10/2024 Page 1 of 21

Exhibit D - General Terms and Conditions

Table of Contents

1. DEFINITIONS

2. ADVANCE PAYMENTS PROHIBITED

3. AMENDMENT

4. ASSIGNMENT

5. ATTORNEY FEES

6. CHOICE OF LAW AND VENUE

7. COMPLIANCE WITH LAWS, RULES, AND REGULATIONS

8. CONTRACTOR STAFF

9. CONTINUED PERFORMANCE

10. COPYRIGHT

11. DATA SHARE AND PROTECTION OF CONFIDENTIAL INFORMATION

12. DISALLOWED COSTS

13. DISPUTES

14. DUPLICATE PAYMENT

15. ENTIRE CONTRACT

16. EXPENSES

17. FEDERAL FUNDING REQUIREMENTS

18. FUNDING CONTINGENCY

19. INDEMNIFICATION

20. HEADINGS

21. INDEPENDENT CONTRACTOR

22. INDUSTRIAL INSURANCE COVERAGE

23. LIMITATION OF AUTHORITY

24. INSURANCE

25. MONITORING

26. NEUTRAL AUTHORSHIP

27. ORDER OF PRECEDENCE

28. OVERPAYMENT

29. PUBLICITY

30. RECAPTURE

31. RECORDS MAINTENANCE

32. REMEDIES

33. SEVERABILITY

34. SITE SECURITY

35. SUBCONTRACTING

36. TERMINATION FOR CAUSE

37. TERMINATION FOR CONVENIENCE

38. TERMINATION PROCEDURE

39. TREATMENT OF ASSETS

40. WAIVER

41. CONTRACTOR REPRESENTATIONS AND WARRANTIES

42. WITHHOLDING PAYMENTS

1. DEFINITIONS

The following terms as used throughout this Contract shall have the meanings as set forth below.

Contract Number: 25-1022 Printed Date: 5/10/2024 Page 2 of 21

a. “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

b. “Confidential Information” means information that may be exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other state or federal laws. Confidential Information includes, but is not limited to, Personal Information, agency source code or object code, and agency security data.

c. "Contract" or "Agreement" means the entire written agreement between DCYF and the Contractor, including any Exhibit, attachments, documents, program agreement, materials incorporated by reference, and all amendments hereto. The parties may execute this contract in multiple counterparts, each of which is deemed an original and all of which constitute only one agreement. E-mail or Facsimile transmission of a signed copy of this Contract shall be the same as delivery of an original.

d. "Contractor" means one not employed by the department that is the individual or entity performing services pursuant to this Contract and includes the Contractor's owners, members, officers, directors, partners, employees, and/or agents, unless otherwise state in this Contract. For purposes of any permitted Subcontract, “Contractor” includes any Subcontractor and its owners, members, officers, director, partners, employees, and/or agents.

e. “Converted Data” means the data which has been successfully converted by the Contractor for processing by DCYF’s computer system.

f. “Data” means DCYF’s records, files, forms, data, information and other documents in electronic or hard copy form, including but not limited to Converted Data.

g. “Debarment” means an action taken by a State or Federal agency to exclude a person or business entity from participating in transactions involving certain federal or state funds.

h. “DCYF” or “Department” means the Washington State Department of Children, Youth, and Families, including any division, section, office, unit or other entity thereof, or any of the officers or other officials lawfully representing DCYF.

i. “In-home Caregiver” means an in-home child care provider that (1) provides regularly scheduled care for a child; (2) receives child care subsidies; and (3) is either licensed by the state or is exempt from licensing.

j. “Materials” means all items in any format and includes, but is not limited to, Data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. Ownership includes the right to copyright, patent, register and the ability to transfer these rights.

k. "Overpayment" means any payment or benefit to a recipient or to a vendor in excess of that to which is entitled by law, rule, or contract, including the amounts in dispute.

l. “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, email addresses, credit card information, law enforcement records or other identifying numbers or Protected Health Information, any financial identifiers, and other information that may be exempt from disclosure under either chapter 42.56 RCW or other state and federal statutes.

m. “Response” means the Contractor's response to the RFQQ including revisions to the response.

n. “RCW” means the Revised Code of Washington. All references in this Contract 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. “Regulation” means any federal, state, or local rule, rule, or ordinance.

p. “RFQQ” means a Request for Qualifications and Quote submitted by DCYF.

Contract Number: 25-1022 Printed Date: 5/10/2024 Page 3 of 21

q. “Sensitive Personal Information” means personally identifying information of In-home Caregivers including, but not limited to: names, addresses, GPS [global positioning system] coordinates, telephone numbers, email addresses, social security numbers, driver's license numbers, or other personally identifying information.

r. “Staff” means the Contractor’s directors, officers, employees, and agents who provide goods or services pursuant to this Contract. “Staff” also means Subcontractors’ directors, officers, employees, and agents who provide goods or services on behalf of the Contractor. The term “Staff” also means the Subcontractors’ directors, officers, employees, and agents who provide goods or services on behalf of the Subcontractor and Contractor.

s. "Subcontract" means a contract or contractual action entered into by the Contractor or Subcontractor for the purpose of obtaining supplies, materials, equipment, or services of any kind under this Contract. The terms "subcontract" and "subcontracts" means subcontract(s) in any tier.

t. "Subcontractor" means a person, partnership, company, or other entity that is not in the employment of or owned by Contractor and that is performing services under this Contract under a separate contract with or on behalf of the Contractor. The terms "subcontractor" and "subcontractors" mean subcontractor(s) in any tier.

u. “WAC” means the Washington Administrative Code. All references in this Contract 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/.

v. “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.

2. ADVANCE PAYMENTS PROHIBITED

No payments in advance or in anticipation of goods or services to be provided under this Contract shall be made by DCYF.

3. AMENDMENT

This Contract may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties.

4. ASSIGNMENT

a. Assignment by Contractor. With the prior written consent of DCYF’s Contract Administrator, which consent shall not be unreasonably withheld, the Contractor may assign this Contract including the proceeds hereof, provided that such assignment shall not operate to relieve the Contractor of any of its duties and obligations hereunder, nor shall such assignment affect any remedies available to DCYF that may arise from any breach of the sections of this Contract, or warranties made herein including but not limited to, rights of setoff.

b. Assignment by DCYF. DCYF may assign this Contract to any public agency, commission, board, or the like, within the political boundaries of the state of Washington, provided that such assignment shall not operate to relieve DCYF of any of its duties and obligations hereunder.

5. ATTORNEY FEES

In the event of litigation or other action brought to enforce this Contract, each party agrees to bear its own attorney fees and costs.

Contract Number: 25-1022 Printed Date: 5/10/2024 Page 4 of 21

6. CHOICE OF LAW AND VENUE

a. This Contract shall be governed by the laws of the State of Washington without regard to the conflict of law rules of any jurisdiction. Every dispute concerning the interpretation or effect of this Contract and/or the use of the goods or services described in this Contract must be resolved in the federal or state courts located in Washington. The Contractor agrees to the exclusive personal jurisdiction, and subject matter jurisdiction of these courts. Thurston County shall be the venue of any litigation arising out of this Contract.

b. The Contractor agrees that the United States Bankruptcy Court, Western District of Washington in Seattle, shall be the venue of any and all bankruptcy proceedings that may involve the Contractor.

7. COMPLIANCE WITH LAWS, RULES, AND REGULATIONS

a. Assurances. The Contractor agrees that all activity pursuant to this Contract will be in accordance with all applicable current federal, state and local laws, rules, and regulations, including but not limited to the Public Records Act (chapter 42.56 RCW), the Freedom of Information Act (5 U.S.C. 522) and the Records Retention Act (chapter 40.14 RCW).

b. Child Health, Safety, And Well Being And Child Abuse Or Neglect. In the delivery of services under this Contract, children’s health, safety, and well-being shall always be the primary concern of the Contractor. Contractors shall fully comply with the mandatory reporting requirements of RCW 26.44.030 pertaining to child abuse or neglect. In addition, pursuant this Contract, when the Contractor has reasonable cause to believe that a child has suffered abuse or neglect at the hands of any person, the Contractor shall immediately report such incident to Child Protective Services (CPS) Intake at 1-866-

ENDHARM.

c. Civil Rights Laws

(1) During the performance of this Contract the parties shall comply with all federal and state nondiscrimination laws including, but not limited to chapter 49.60 RCW, Washington’s Law Against Discrimination, and 42 U.S.C. § 12101 et seq., the Americans with Disabilities Act (ADA).

(2) Nondiscrimination Requirement. During the term of this Contract, Contractor, including any subcontractor, shall not discriminate on the bases enumerated at RCW 49.60.530(3). In addition, Contractor, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which Contractor, or subcontractor, has a collective bargaining or other agreement.

(3) Obligation to Cooperate.Contractor, including any subcontractor, shall cooperate and comply with any Washington state agency investigation regarding any allegation that Contractor, including any subcontractor, has engaged in discrimination prohibited by this Contract pursuant to RCW 49.60.530(3).

(4) Default.Notwithstanding any provision to the contrary, DCYF may suspend Contractor, including any subcontractor, upon notice of a failure to participate and cooperate with any state agency investigation into alleged discrimination prohibited by this Contract, pursuant to RCW 49.60.530(3). Any such suspension will remain in place until DCYF receives notification that Contractor, including any subcontractor, is cooperating with the investigating state agency. In the event Contractor, or subcontractor, is determined to have engaged in discrimination identified at RCW 49.60.530(3), DCYF may terminate this Contract in whole or in part, and Contractor, subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200. Contractor or subcontractor may be given a reasonable time in which to cure this noncompliance, including implementing conditions consistent with any court-ordered injunctive relief or settlement agreement.

Contract Number: 25-1022 Printed Date: 5/10/2024 Page 5 of 21

(5) Remedies for Breach.Notwithstanding any provision to the contrary, in the event of Contract termination or suspension for engaging in discrimination, Contractor, subcontractor, or both, shall be liable for contract damages as authorized by law including, but not limited to, any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, which damages are distinct from any penalties imposed under Chapter 49.60, RCW. DCYF shall have the right to deduct from any monies due to Contractor or subcontractor, or that thereafter become due, an amount for damages Contractor or subcontractor will owe DCYF for default under this provision.

d. Conflict of Interest

(1) Notwithstanding any determination by the Executive Ethics Board or other tribunal, DCYF may, in its sole discretion, by written notice to the Contractor terminate this Contract if it is found after due notice and examination by DCYF there is a violation of the Ethics in Public Service Act, Chapter

42.52 RCW, or any similar statute involving the Contractor in the procurement of, or performance under, this Contract.

(2) In the event this Contract is terminated as provided above, DCYF shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the contract by the Contractor. The rights and remedies of DCYF provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which DCYF makes any determination under this clause shall be an issue and may be reviewed as provided in the "Disputes" clause of this Contract.

e. Licensing, Accreditation and Registration. The Contractor and its Subcontractors shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements/standards necessary for the performance of this Contract.

f. Noncompliance with Laws, Regulations, or Policies. The Contractor shall be responsible for and shall pay any fines, penalties, or disallowances imposed on the State or Contractor arising from any noncompliance with the laws, regulations, policies, guidelines and Collective Bargaining Agreements that affect the Services, goods, or Deliverables that are to be provided or that have been provided by Contractor, its Subcontractors or agents.

g. Registration with Department of Revenue and Payment of Taxes

The Contractor must pay all taxes including, but not limited to, sales and use taxes, Business and Occupation taxes, other taxes based on the Contractor’s income or gross receipts, or personal property taxes levied or assessed on the Contractor's personal property. The Contractor shall complete registration with the Washington State Department of Revenue and be responsible for payment of all taxes due on payments made under this Contract.

8. CONTRACTOR STAFF

a. Prior to the effective date of this Contract, the Contractor shall have provided to DCYF an organization chart of the Contractor’s Staff, including the names and positions of Staff that will be performing services pursuant to this Contract. The Contractor shall also provide to DCYF job descriptions for the Staff performing services pursuant to this Contract.

b. During the term of the Contract, DCYF reserves the right to approve or disapprove Contractor’s and any Subcontractor’s Staff assigned to this Contract, to approve or disapprove any proposed changes in Staff, or to require the removal or reassignment of any Contractor or Subcontractor Staff found unacceptable by DCYF, subject to DCYF’s compliance with applicable laws and regulations. Contractor shall provide DCYF with a resume of any member of its Staff or a Subcontractor’s Staff assigned to or proposed to be assigned to any aspect of the performance of this Contract prior to commencing any Services.

c. All Staff proposed by Contractor as replacements for other Staff shall have comparable or greater skills for performing the activities as performed by the Staff being replaced. The Contractor shall provide DCYF with written notice of any Staff changes that the Contractor proposes. The written notice shall not be effective until fourteen (14) business days from the date of the mailing.

Contract Number: 25-1022 Printed Date: 5/10/2024 Page 6 of 21

d. Contractor assumes sole and full responsibility for its acts and the acts of its personnel. Contractor shall ensure that any transition to new Staff will not affect the schedule or provision of services set forth in this Contract. Contractor understands and agrees that DCYF does not assume liability for the actions of the Contractor’s, the Contractor’s Subcontractors, or the Contractor’s agents. Contractor agrees that it has no right to indemnification or contribution from DCYF for any judgments rendered against Contractor, its Subcontractors or agents.

e. Due to the confidential nature of the information and Materials which will be accessible to Contractor, DCYF shall have the right to conduct reference checks and background checks on the Contractor Staff to be used to provide the services and goods pursuant to this Contract. DCYF reserves the right in its sole discretion to reject any proposed Staff as a result of information produced by such reference checks, background checks, or additional sources of information. In addition, the Contractor shall conduct its own reference and background checks on Staff or their substitutes to be used to provide the services pursuant to this Contract, subject to Contractor providing to DCYF the questions asked during such checks and other information about the checks as requested by DCYF, and to those questions and this information satisfying DCYF’s requirements. Contractor further agrees to cooperate fully with DCYF in completion of these requirements.

9. CONTINUED PERFORMANCE

If DCYF, in good faith, has reason to believe that Contractor does not intend to, or is unable to perform or has refused to perform or continue performing all material obligations under this Contract, DCYF may demand in writing that Contractor give a written assurance of intent to perform. Failure by Contractor to provide written assurance within the number of days specified in the demand (in no event less than five (5) business days) may, at DCYF's option, be the basis for terminating this Contract under the terms and conditions or other rights and remedies available by law or provided by this Contract.

10. COPYRIGHT

a. Unless otherwise provided, all Materials produced under this contract shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by DCYF. DCYF shall be considered the author of such Materials. In the event the Materials are not considered "works for hire," under the U.S. Copyright Laws, Contractor hereby irrevocably assigns all right, title, and interest in Materials, including all intellectual property rights, to DCYF effective from the moment of creation of such Materials.

b. For Materials that are delivered under the Contract, but that incorporate preexisting materials not produced under the Contract, Contractor hereby grants to DCYF a nonexclusive, royalty-free, irrevocable license (with rights to sublicense others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The Contractor warrants and represents that Contractor has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to DCYF.

c. The Contractor shall exert all reasonable effort to advise DCYF, at the time of delivery of Data furnished under this Contract, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Contract. DCYF shall receive prompt written notice of each notice or claim of infringement received by the Contractor with respect to any Data delivered under this Contract. DCYF shall have the right to modify or remove any restrictive markings placed upon the Data by the Contractor.

11. DATA SHARE AND PROTECTION OF CONFIDENTIAL INFORMATION

a. Scope of Protection. This Section (DATA SHARE AND PROTECTION OF CONFIDENTIAL

INFORMATION AND SENSITIVE PERSONAL INFORMATION) applies to Data, information, or Materials related to the subject matter of this Contract which is received, created, developed, revised, modified, or amended by DCYF, the Contractor, or Subcontractors. Such Data, information, and Materials shall include but is not limited to all Confidential Information and Sensitive Personal Information of In-home Caregivers.

b. Use of Confidential Information and Sensitive Personal Information

Contract Number: 25-1022 Printed Date: 5/10/2024 Page 7 of 21

(1) For Sensitive Personal Information of In-home Caregivers, Data, and Confidential Information that is collected, used, or acquired in connection with this Contract the parties shall comply with the following:

(a) All federal and state laws and regulations, as currently enacted or revised, regarding the protection, security, and electronic interchange of Sensitive Personal Information of In-home Caregivers, data, and Confidential Information; and

(b) All federal and state laws and regulations, as currently enacted or revised, regarding the use, disclosure, modification or loss of Sensitive Personal Information of In-home Caregivers, data, and Confidential Information.

(2) DCYF does not warrant or guarantee the accuracy of the Sensitive Personal Information of In-home Caregivers, Data, or Confidential Information provided pursuant to this Contract. The Contractor understands all the risks and liabilities of the use and misuse of the information provided pursuant to this Contract.

c. Protection of Sensitive Personal Information

(1) The Contractor agrees to protect the confidentiality of Sensitive Personal Information of In-home Caregivers.

(2) The Contractor further understands and agrees that Sensitive Personal Information of In-home Caregivers may only be released or disclosed if required by this Contract, or a lawfully issued court order. The Contractor further understands and agrees that before the Contractor can release the Sensitive Personal Information of In-home Caregivers pursuant to a third party request, or for any other reason, the Contractor must comply with all the requirements, including notice requirements, contained in this Section (Protection of Sensitive Personal Information).

(3) Notice of Third Party Request and Intended Disclosure

(a) Written Notice Required. If a third party requestor seeks from the Contractor the Sensitive Personal Information of an In-home Caregiver, or the Contractor intends to release or disclose the Sensitive Personal Information of an In-home Caregiver for any other reason not related to a third party request, the Contractor shall give notice to DCYF of such request and/or the Contractor’s intent to release or disclose such information.

(b) Notice Deadline: Third Party Request. The notice required under this Section (Notice of Third Party Request and Intended Disclosure) shall be provided to DCYF’s program contact within five (5) calendar days from the date of the request, to allow DCYF to seek a protective order from the proper tribunal.

(c) Notice Deadline: Disclosure for any Other Reason. If the Contractor intends to release or disclose the Sensitive Personal Information of an In-home Caregiver for a reason that is unrelated to a particular third party request, the Contractor shall provide written notice to DCYF no less than twenty-one (21) calendar days prior to the intended release date.

(d) Basis for Disclosure. The Contractor understands and agrees that it will not release the Sensitive Personal Information of an In-home Caregiver without the express written consent from DCYF, or a lawfully issued court order in which DCYF has been given an opportunity to oppose prior to entry of the order.

(4) If the Contractor is required by this Contract to release or disclose the Sensitive Personal Information of an In-home Caregiver(s), prior to such release or disclosure the Contractor must obtain from the recipient of such Sensitive Personal Information a signed Statement of Confidentiality and Non-Disclosure Agreement consistent with Attachment 1 to this Contract.

(5) The Contractor understands and agrees that before the Contractor releases or discloses, pursuant to the terms of this Contract, the Sensitive Personal Information of In-home Caregivers to a subcontractor, the Contractor must obtain prior written approval from DCYF agreeing to such disclosure.

Contract Number: 25-1022 Printed Date: 5/10/2024 Page 8 of 21

d. Information Technology Security Standards

(1) The Contractor and its Staff and the Subcontractors and their Staff shall comply with the following:

(a) All security standards, practices, and procedures which are equal to or exceed those of the DCYF (which security standards, practices, and procedures of DCYF shall have been provided to Contractor in writing); and

(b) The Washington State Office of the Chief Information Officer IT Standards.

(2) The parties agree to implement physical, electronic, and managerial policies, procedures, and safeguards to prevent the unauthorized access, use, or disclosure of Sensitive Personal Information of In-home Caregivers, Data, and Confidential Information. The Contractor shall make the Sensitive Personal Information of In-home Caregivers, Data, and Confidential Information available to amend as directed by DCYF and incorporate any amendments into all the copies maintained by the Contractor or their Subcontractors.

e. Confidentiality Protection

To safeguard the confidentiality of all Sensitive Personal Information of In-home Caregivers, Data, and Confidential Information, and in addition to the requirements contained in this Section (DATA SHARE

AND PROTECTION OF CONFIDENTIAL INFORMATION AND SENSITIVE PERSONAL INFORMATION)

the Contractor must:

(1) Ensure that the Contractor’s Staff, Subcontractors, and the Subcontractors’ Staff use Sensitive Personal Information of In-home Caregivers, Data, and Confidential Information solely for the purposes of accomplishing the services set forth in this Contract. The term “Staff” shall have the same meaning as set forth in Section (DEFINITIONS).

(2) Limit access to Sensitive Personal Information of In-home Caregivers, Data, and Confidential Information to the Contractor’s Staff and Subcontractors’ Staff requiring access for performance of their assigned duties.

(3) Require that the Contractor’s Staff and Subcontractors’ Staff having access to Sensitive Personal Information of In-home Caregivers, Data, or Confidential Information sign a Statement of Confidentiality and Non-Disclosure Agreement consistent with Attachment 1. Sensitive Personal Information of In-home Caregivers, Data, and Confidential Information shall not be released to the Contractor’s Staff person(s) or Subcontractors’ Staff person(s) until the following conditions have been met:

(a) DCYF approves the Contractor’s Staff person, or Subcontractor’s Staff person, to work on this Contract; and

(b) DCYF must receive the signed original Statement of Confidentiality and Non-Disclosure Agreement, signed by the Staff person, from the Contractor or Subcontractor.

(4) Notify its Staff person(s) and ensure its Subcontractors notify the Subcontractors’ Staff person(s) of the requirements of Section (COMPLIANCE WITH LAWS, RULES AND REGULATIONS), and this Section (DATA SHARE AND PROTECTION OF CONFIDENTIAL INFORMATION AND

SENSITIVE PERSONAL INFORMATION).

(5) Ensure that Sensitive Personal Information of In-home Caregivers, Data, and Confidential Information is not released, disclosed, published, modified, transferred, sold, or otherwise made known to unauthorized persons without the prior written consent of the individual named or as otherwise authorized by law.

(6) Ensure that Sensitive Personal Information of In-home Caregivers, Data, and Confidential Information is protected from loss and from unauthorized physical or electronic access.

Contract Number: 25-1022 Printed Date: 5/10/2024 Page 9 of 21

(7) Ensure that the input of user identifications and passwords are necessary and required before the Contractor, the Contractor’s Staff, or Subcontractor’s Staff can access electronically stored Sensitive Personal Information of In-home Caregivers, Data, and Confidential Information.

(8) Destroy all Sensitive Personal Information of In-home Caregivers, Data, and Confidential Information so that it cannot be accessed by unauthorized individuals and cannot be recovered when the information is no longer required or used for providing services under this Contract, and retention is no longer required by the Records Retention Act (chapter 40.14 RCW) or Section (RECORD MAINTENANCE), whichever is longer. Unless the Washington State Office of the Chief Information Officer IT Standards require a different method for the destruction of Sensitive Personal Information of In-home Caregivers, Data, or Confidential Information, the information required to be destroyed under this Section (DATA SHARE AND PROTECTION OF CONFIDENTIAL INFORMATION AND SENSITIVE PERSONAL INFORMATION) must be destroyed as follows:

(a) For paper documents containing Data, but not Sensitive Personal Information of In-home Caregivers or Confidential Information, a contract with a paper shredding firm is acceptable, provided the contract ensures that the confidentiality of the Data will be protected. Such documents may also be destroyed by on-site shredding, pulping, or incineration.

(b) For paper documents containing Sensitive Personal Information of In-home Caregivers, or Confidential Information, requiring special handling (e.g. Protected Client Information) the documents must be destroyed by on-site shredding, pulping, or incineration.

(c) If Sensitive Personal Information of In-home Caregivers, Data, or Confidential Information has been contained on optical discs (e.g. CDs or DVDs), the Contractor shall either destroy by incineration the disc(s), shredding the discs, or completely deface the readable surface with a coarse abrasive.

(d) If Sensitive Personal Information of In-home Caregivers, Data, or Confidential Information has been stored on magnetic tape(s), the Contractor shall destroy the Sensitive Personal Information of In-home Caregivers, Data, or Confidential Information by degaussing, incinerating or crosscut shredding.

(e) If Sensitive Personal Information of In-home Caregivers, Data, or Confidential Information has been stored on server or workstation data hard drives or similar media, the Contractor shall destroy the Sensitive Personal Information of In-home Caregivers, Data, or Confidential Information by using a “wipe” utility which will overwrite the Sensitive Personal Information of In-home Caregivers, Data, or Confidential Information at least three (3) times using either random or single character data, degaussing sufficiently to ensure that the Sensitive Personal Information of In-home Caregivers, Data, or Confidential Information, cannot be reconstructed, or physically destroying disk(s).

(f) If Sensitive Personal Information of In-home Caregivers, Data, or Confidential Information has been stored on removable media (e.g. floppies, USB flash drives, portable hard disks, or similar disks), the recipient shall destroy the Sensitive Personal Information of In-home Caregivers, Data, or Confidential Information by using a “wipe” utility which will overwrite the Sensitive Personal Information of In-home Caregivers, Data, or Confidential Information at least three (3) times using either random or single character data, degaussing sufficiently to ensure that the Sensitive Personal Information of In-home Caregivers, Data, or Confidential Information cannot be reconstructed, or physically destroying disk(s).

(9) Ensure that within fifteen (15) calendar days after the completion of the requirements contained in Section (Confidentiality Protection) the Contractor shall complete and deliver to DCYF a signed Certification of Data Disposition (Attachment 2).

Contract Number: 25-1022 Printed Date: 5/10/2024 Page 10 of 21

(10) Ensure that paper records are protected by storing the records in a…