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Grant Behavioral Health & Wellness
October 31, 2022
Board of Grant County Commissioners
PO Box 37
Ephrata, WA 98823
840 E. Plum Street
Moses Lake, WA 98837
Phone: (509) 765-9239
Fax: (509) 765-1582
Re: Signature for Fidelity Review Services with Health Care Authority — Contract Number K6424
Dear Board of County Commissioners:
Please see the attached Professional Services Contract for review and approval.
Contractor: Health Care Authority
Term of Contract: Agreement End Date — 7/31/23
Payment Amount: $7,500.00
Purpose: This contract provides funding to Renew to incentivize participation in Supported Housing fidelity
review activities.
I am requesting permission to Docu-Sign electronically with Health Care Authority.
Thank you for your consideration.
1 1%
M
Dell Anderson, M.EdC7L
. HC
Executive Director
Ext. 5472
DocuSign Envelope ID: F688DCBD-7730-4C83-A322-D39E1 132EC181
Washington State
e000Health Care,Auuthorll,y
PROFESSIONAL SERVICES
Fidelity Review Services
Option 2
HCA Contract Number: K6424
K22-23 1
THIS CONTRACT is made by and between Washington State Health Care Authority, (HCA) and the party
whose name appears below, hereinafter referred to as the "Contractor."
CONTRACTOR NAME
HCA DIVISION/SECTION
Division of Behavioral Health and Recovery (DBHR)
CONTRACTOR DOING BUSINESS AS (DBA)
Grant County
E, Ski i, e 316cc
lRachelle
Renew
Rayan Orbom, Contract Manager
CONTRACTOR ADDRESS Street
DATE SIGNED
City
HCA CONTACT TELEPHONE
State
Zip Code
840 E. Plum
Moses Lake
WA
98837
CONTRACTOR CONTACT
CONTRACTOR TELEPHONE
CONTRACTOR E-MAIL ADDRESS
Linze Greenwalt
509 764-2646
Igreenwaltagrantcount wa. ov
Is Contractor a Subrecipient under this Contract?
ALN NUMBER(S):
FFATA Form Required
❑YES ®NO
[]YES ®NO
HCA PROGRAM
Supported Housing and Supportive Employment
HCA DIVISION/SECTION
Division of Behavioral Health and Recovery (DBHR)
HCA CONTACT NAME AND TITLE
HCA CONTACT ADDRESS
E, Ski i, e 316cc
lRachelle
Health Care Authority
Rayan Orbom, Contract Manager
626 8th Avenue SE
DATE SIGNED
Olympia, WA 98504-5330
HCA CONTACT TELEPHONE
HCA CONTACT E-MAIL ADDRESS
(360) 643-6932
Rayan.Orbom@hca.wa.gov
CONTRACT START DATE
Date of Execution
PURPOSE OF CONTRACT:
CONTRACT END DATE
July 31, 2023
TOTAL MAXIMUM CONTRACT AMOUNT
$7,500
In implementing the Washington Medicaid Transformation Project, DBHR seeks to incentivize behavioral health
agencies to adhere to the Evidence -Based Practices (EBP) related to Permanent Supportive Housing (PSH) services or
Individual Placement and Support (IPS) for Supported Employment (SE) Services. DBHR is promoting the performance
of Fidelity Reviews within behavioral health agencies and providing opportunities for the employees of behavioral health
agencies to receive training through observation and assistance at Fidelity Reviews being conducted at other
Foundational Community Supports (FCS) contracted behavioral health agencies. The goal is to expand and sustain the
quality and availability of PSH and SE services for those who are most vulnerable and to increase the likelihood of
creating outcomes that will support a continuation of these services beyond the Transformation Demonstration Project.
This Contract provides funding to behavioral health agencies to incentivize participation in SH or SE fidelity review
activities as stated in Schedule A, Statement of Work.
The parties signing below warrant that they have read and understand this Contract and have authority to
execute this Contract. This Contract will be binding on HCA only upon signature by both parties.
COMZRACTOR SIGNATURE
PRINTED NAME AND TITLE ..
DATE SIGNED
t7,
E, Ski i, e 316cc
lRachelle
/ 11F-1 Z 2-
c@rl@ A -URE
PRINT D NAME AND TITLE
DATE SIGNED
-��--
Amerine Contracts Administrator
10/28/2022
71 E17FEBBC774E7...
DocuSign Envelope ID: F688DCBD-7730-4C83-A322-D39E1 132EC181
TABLE OF CONTENTS
1. STATEMENT OF WORK (SOW).................................................................................................. 4
2. DEFINITIONS............................................................................................................................... 4
3. SPECIAL TERMS AND CONDITIONS......................................................................................... 7
3.1 PERFORMANCE EXPECTATIONS..................................................................................... 7
3.2 TERM...................................................................................................................................7
3.3 COMPENSATION................................................................................................................ 8
3.4 INVOICE AND PAYMENT.................................................................................................... 8
3.5 CONTRACTOR and HCA CONTRACT MANAGERS........................................................... 9
3.6 LEGAL NOTICES................................................................................................................. 9
3.7 INCORPORATION OF DOCUMENTS AND ORDER OF PRECEDENCE .......................... 10
3.8 INSURANCE...................................................................................................................... 10
4. GENERAL TERMS AND CONDITIONS.....................................................................................11
4.1
ACCESS TO DATA............................................................................................................
11
4.2
ACCESSIBILITY.................................................................................................................
11
4.3
ADVANCE PAYMENT PROHIBITED.................................................................................
12
4.4
AMENDMENTS..................................................................................................................
12
4.5
ASSIGNMENT....................................................................................................................12
4.6
ATTORNEYS' FEES..........................................................................................................
13
4.7
CHANGE IN STATUS.........................................................................................................
13
4.8
CONFIDENTIAL INFORMATION PROTECTION...............................................................
13
4.9
CONFIDENTIAL INFORMATION SECURITY.....................................................................
13
4.10
CONFIDENTIAL INFORMATION BREACH - REQUIRED NOTIFICATION .......................
14
4.11
CONTRACTOR'S PROPRIETARY INFORMATION...........................................................
14
4.12
COVENANT AGAINST CONTINGENT FEES....................................................................
15
4.13
DEBARMENT.....................................................................................................................15
4.14
DISPUTES.........................................................................................................................
15
4.15
ENTIRE AGREEMENT.......................................................................................................
16
4.16
FORCE MAJEURE.............................................................................................................
16
4.17
FUNDING WITHDRAWN, REDUCED, OR LIMITED..........................................................
16
4.18
GOVERNING LAW.............................................................................................................
17
4.19
HCA NETWORK SECURITY..............................................................................................
17
4.20
INDEMNIFICATION............................................................................................................
17
4.21
INDEPENDENT CAPACITY OF THE CONTRACTOR.......................................................
17
4.22
INDUSTRIAL INSURANCE COVERAGE...........................................................................
18
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4.23
LEGAL AND REGULATORY COMPLIANCE ......................................................................
18
4.24
LIMITATION OFAUTHORITY ............................................................................................
18
4.25NO
THIRD-PARTY BENEFICIARIES .................................................................................
18
4.28
NONDISCRIMINATION ......................................................................................................
19
4.27
OVERPAYMENTS TOTHE CONTRACTOR ......................................................................
1Q
4.28
PAY EQUITY ......................................................................................................................
18
4.29
PUBLICITY .........................................................................................................................
2O
4.3O
RECORDS AND DOCUMENT REVIEW .............................................................................
2O
4.31
REMEDIES NON-EXCLUSIVE ...........................................................................................
2O
4.32
RIGHT OFINSPECTION ....................................................................................................
2O
4.33
RIGHTS |NDATA/OWNERSHIP ........................................................................................
2O
4.34
RIGHTS C>FSTATE AND FEDERAL GOVERNMENTS .....................................................
21
4.35
SEVERABILITY ..................................................................................................................
22
4.38
SITE SECURITY ................................................................................................................
22
4.37
SUBCONTRACTING ..........................................................................................................
22
4.3QTAXES ............................................................................................................................... 23
4.4OTERMINATION ................................................................................................................... 23
4/41TERMINATION PROCEDURES ......................................................................................... 24
4.42TREATMENT OFASSETS ................................................................................................. 25
4.43WAIVER ............................................................................................................................. 26
4.44WARRANTIES .................................................................................................................... 28
Schedules
Schedule A: Statement ofWork (S{]VV)Fidelity Review Services
Washington State Page oornm Fidelity Review Services
DocuSign Envelope ID: F688DCBD-7730-4C83-A322-D39E1 B2EC181
The state of Washington, acting by and through the Health Care Authority (HCA), is purchasing
Fidelity Review Services in accordance with its authority under chapters 39.26 and 41.05 RCW.
Direct buy purchases are exempt from competitive solicitation under chapter 39.26.125(3) RCW and
HCA has determined that entering into a Contract with the Contractor listed on Page 1 of this Contract
will meet HCA's needs and will be in the State's best interest.
NOW THEREFORE, HCA awards to the Contractor listed on Page 1 of this Contract this Contract, the
terms and conditions of which will govern Contractor's providing to HCA the Fidelity Review Services.
IN CONSIDERATION of the mutual promises as set forth in this Contract, the parties agree as
follows:
1. STATEMENT OF WORK (SOW)
The Contractor will provide the services and staff as described in Schedule A: Statement of Work.
2. DEFINITIONS
"Authorized Representative" means a person to whom signature authority has been delegated in
writing acting within the limits of his/her authority.
"Breach" means the unauthorized acquisition, access, use, or disclosure of Confidential Information
that compromises the security, confidentiality, or integrity of the Confidential Information.
"Business Associate" means a Business Associate as defined in 45 CFR 160.103, who performs
or assists in the performance of an activity for or on behalf of HCA, a Covered Entity, that involves
the use or disclosure of protected health information (PHI). Any reference to Business Associate in
this DSA includes Business Associate's employees, agents, officers, Subcontractors, third party
contractors, volunteers, or directors.
"Business Days and Hours" means Monday through Friday, 8:00 a.m. to 5:00 p.m., Pacific Time,
except for holidays observed by the state of Washington.
"Centers for Medicare and Medicaid Services" or "CMS" means the federal office under the
Secretary of the United States Department of Health and Human Services, responsible for the
Medicare and Medicaid programs.
"CFR" means the Code of Federal Regulations. All references in this Contract to CFR chapters or
sections include any successor, amended, or replacement regulation. The CFR may be accessed at
http://www.ecfr.gov/cgi-bin/ECFR?page=browse.
"Confidential Information" means information that may be exempt from disclosure to the public or
other unauthorized persons under chapter 42.56 RCW or chapter 70.02 RCW or other state or
federal statutes or regulations. Confidential Information includes, but is not limited to, any information
identifiable to an individual that relates to a natural person's health, (see also Protected Health
Information); finances, education, business, use or receipt of governmental services, names,
addresses, telephone numbers, social security numbers, driver license numbers, financial profiles,
credit card numbers, financial identifiers and any other identifying numbers, law enforcement records,
HCA source code or object code, or HCA or State security information.
"Contract" means this Contract document and all schedules, exhibits, attachments, incorporated
documents and amendments.
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"Contractor" means the Contractor listed on Page 1 of this Contract, its employees and agents.
Contractor includes any firm, provider, organization, individual or other entity performing services
under this Contract. It also includes any Subcontractor retained by Contractor as permitted under the
terms of this Contract. Contractor is also a behavioral health agency within the Washington state that
enters into this contract to participate in a Fidelity Review of its existing PSH or SE services, or to
assign one of its Providers to participate in a Fidelity Review being conducted within another
behavioral health agency for purposes of learning the principles of EBP associated with PSH or SE
Services that are provided.
"Covered entity" means a health plan, a health care clearinghouse or a health care provider who
transmits any health information in electronic form to carry out financial or administrative activities
related to health care, as defined in 45 CFR 160.103.
"Data" means information produced, furnished, acquired, or used by Contractor in meeting
requirements under this Contract.
"Division of Behavioral Health and Recovery" or "DBHR" means the division within the Health
Care Authority that administers the state and Medicaid funded mental health programs authorized by
chapters 71.05, 71.24, 72.06.060 and 74.50 RCW.
"EBP" or "Evidence -Based Practice" refers to the Substance Abuse Mental Health Services
Admininstraton (SAMHSA) Evidence -Based Practices that have been rigorously tested, have
yielded consistent, replicable results, and have proven safe, beneficial, and effective for most people
diagnosed with mental illness and substance use disorders. As used in this Contract, EBPs relate to
the CSS for PSH and to the IPS for SE.
"Effective Date" means the first date this Contract is in full force and effect. It may be a specific date
agreed to by the parties; or, if not so specified, the date of the last signature of a party to this
Contract.
"Fidelity Review" refers to a process for self-assessment of the Contractor's model of delivering
PSH or SE Services and a review of the Contractor's adherence to EBPs.
"Foundational Community Supports or "FCS" program provides targeted Medicaid benefits to
assist eligible individuals with complex health needs obtain and maintain stable housing and
employment.
"HCA Contract Manager" means the individual identified on the cover page of this Contract who will
provide oversight of the Contractor's activities conducted under this Contract.
"Health Care Authority" or "HCA" means the Washington State Health Care Authority, any
division, section, office, unit or other entity of HCA, or any of the officers or other officials lawfully
representing HCA.
"HIPAA Rules" means the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR
Parts 160 and Part 164.
"Individual Placements and Supports" or "IPS" means an enhanced version of SAMHSA's
Supported Employment Evidence -Based Practices Kit.
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"IPS Learning Community" data collection site means online site at which IPS agencies that are
committed to implementing IPS join the learning community and they enter the outcomes
regarding IPS data on a quarterly basis. Agencies must have participated in a baseline fidelity
review, and the report sent to Westat in order to be approved to submit data.
"Overpayment" means any payment or benefit to the Contractor in excess of that to which the
Contractor is entitled by law, rule, or this Contract, including amounts in dispute.
"Proprietary Information" means information owned by Contractor to which Contractor claims a
protectable interest under law. Proprietary Information includes, but is not limited to, information
protected by copyright, patent, trademark, or trade secret laws.
"Protected Health Information" or "PHI" means individually identifiable information that relates to
the provision of health care to an individual; the past, present, or future physical or mental health or
condition of an individual; or past, present, or future payment for provision of health care to an
individual, as defined in 45 CFR 160.103. Individually identifiable information is information that
identifies the individual or about which there is a reasonable basis to believe it can be used to identify
the individual, and includes demographic information. PHI is information transmitted, maintained, or
stored in any form or medium. 45 CFR 164.501. PHI does not include education records covered by
the Family Educational Rights and Privacy Act, as amended, 20 USC 1232g(a)(4)(b)(iv).
"Provider" means an individual meeting the education and experience criteria for the provision of
Foundational Community Supports (FCS) PSH or SE Services organization that employs such
individual.
"PSH" or "Permanent Supportive Housing" means a SAMHSA Evidence -Based Practice model
for individuals experiencing homelessness who are also experiencing mental illness, addiction, and
other health conditions. Research and practice show that supportive housing increases housing
stability and reduces costs. The model consists of fidelity to six (6) components/principles.
"RCW" means the Revised Code of Washington. All references in this Contract to RCW chapters or
sections include any successor, amended, or replacement statute. Pertinent RCW chapters can be
accessed at: http://apps.leg.wa.gov/rcw/.
"SH" means Supportive Housing
"PSH" means Permanent Supportive Housing, the evidence -based practice of Supportive
Housing.
"Statement of Work" or "SOW" means a detailed description of the work activities the Contractor is
required to perform under the terms and conditions of this Contract, including the deliverables and
timeline, and is Schedule A hereto.
"Subcontractor" means a person or entity that is not in the employment of the Contractor, who is
performing all or part of the business activities under this Contract under a separate contract with
Contractor. The term "Subcontractor" means subcontractor(s) of any tier.
"Subrecipient" means a non-federal entity that expends federal awards received from a pass-
through entity to carry out a federal program, but does not include an individual that is a beneficiary
of such a program. A sub -recipient may also be a recipient of other federal awards directly from a
federal awarding agency. As in 45 C.F.R. 75.2, or any successor or replacement to such definition,
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for any federal award from HHS; or 2 C.F.R. 200.93, or any successor or replacement to such
definition, for any other federal award. See OMB circular a-133 for additional details.
"SE" or "Supported Employment" means a SAMHSA EBP built on fidelity that includes eight (8)
components/principles that are based in research. SE is also known as the IPS model and is
effective in assisting consumer to obtain and maintain employment.
"IPS" means Individual Placement and Support, the evidence -based practice of Supported
Employment
"USC" means the United States Code. All references in this Contract to USC chapters or sections
will include any successor, amended, or replacement statute. The USC may be accessed at
http://uscode.house.gov/
"WAC" means the Washington Administrative Code. All references to WAC chapters or sections will
include any successor, amended, or replacement regulation. Pertinent WACs may be accessed at:
http://app.leg.wa.gov/wac/.
3. SPECIAL TERMS AND CONDITIONS
3.1 PERFORMANCE EXPECTATIONS
Expected performance under this Contract includes, but is not limited to, the following:
3.1.1 Knowledge of applicable state and federal laws and regulations pertaining to
subject of contract;
3.1.2 Use of professional judgment;
3.1.3 Collaboration with HCA staff in Contractor's conduct of the services;
3.1.4 Conformance with HCA directions regarding the delivery of the services;
3.1.5 Timely, accurate and informed communications;
3.1.6 Regular completion and updating of project plans, reports, documentation and
communications;
3.1.7 Regular, punctual attendance at all meetings; and
3.1.8 Provision of high-quality services.
Prior to payment of invoices, HCA will review and evaluate the performance of Contractor
in accordance with Contract and these performance expectations and may withhold
payment if expectations are not met or Contractor's performance is unsatisfactory.
3.2 TERM
3.2.1
The initial term of the Contract will commence on the date of execution, and
continue through July 31, 2023, unless terminated sooner as provided herein.
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3.2.2 This Contract may be extended in whatever time increments HCA deems
appropriate. No change in terms and conditions will be permitted during these
extensions unless specifically agreed to in writing.
3.2.3 Work performed without a contract or amendment signed by the authorized
representatives of both parties will be at the sole risk of the Contractor. HCA will
not pay any costs incurred before a contract or any subsequent amendment(s) is
fully executed.
3.3 COMPENSATION
3.3.1 The parties have determined the cost of accomplishing the work herein will not
exceed $7,500, inclusive of all fees, taxes, and expenses. Compensation for
satisfactory performance of the work will not exceed this amount unless the
parties agree to a higher amount through an amendment.
3.3.2 Contractor's compensation for services rendered will be based on the
Deliverables table specified in Schedule A: Statement of Work, and the total
Contract amount is inclusive of travel expenses.
3.3.3 Contractor travel reimbursement, if any, is included in the total compensation.
Contractor travel reimbursement is limited to the then -current rules, regulations,
and guidelines for State employees published by the Washington State Office of
Financial Management in the Washington State Administrative and Accounting
Manual (http://www.ofm.wa.gov/policy/l O.htm); reimbursement will not exceed
expenses actually incurred.
3.4 INVOICE AND PAYMENT
3.4.1 In order to receive payment for services or products provided to a state agency,
Contractor must register with the Statewide Payee Desk at https://ofm.wagov/it-
systems/statewide-vendorpayee-services/receiving- pay ment-state.
3.4.2 Invoices must describe and document to the HCA Contract Manager's
satisfaction a description of the work performed, the progress of the project, and
fees. All invoices and deliverables will be approved by the HCA Contract
Manager prior to payment. Approval will not be unreasonably withheld or delayed.
3.4.3 If expenses are invoiced, invoices must provide a detailed breakdown of each
type. Expenses of $50 or more must be accompanied by a receipt.
3.4.4 Invoices must be submitted to HCABHAccountsPayableghca.wa.gov and copy
the HCA Contracts Manager, with the HCA Contract number in the subject line of
the email. Invoices must include the following information, as applicable:
a. The HCA Contract number;
b. Contractor name, address, phone number;
C. Description of services;
d. Date(s) of delivery;
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e. Net invoice price for each item;
f. Applicable taxes;
g. Total invoice price; and
h. Any available prompt payment discount.
HCA will return incorrect or incomplete invoices for correction and reissue.
3.4.5 Contractor must submit properly itemized invoices within forty-five (45) calendar
days of a deliverable due date, the last day of the month of service, or if invoicing
quarterly, within forty-five (45) calendar days of the last day of the quarter for
which Contractor seeks payment. Payment will be considered timely if made
within thirty (30) calendar days of receipt of properly completed invoices.
If the Contract is identified as funded by a federal grant, Contractor must submit
all invoices within forty-five (45) calendar days of the end of the grant fiscal year.
3.4.6 Upon expiration, suspension, or termination of the Contract, invoices for work
performed or allowable expenses incurred after the start of the Contract and prior
to the date of expiration, suspension, or termination must be submitted by the
Contractor within forty-five (45) calendar days. HCA is under no obligation to pay
invoices submitted forty-six (46) or more calendar days after the Contract
expiration, suspension, or termination date ("Belated Claims"). HCA will pay
Belated Claims at its sole discretion
3.5 CONTRACTOR AND HCA CONTRACT MANAGERS
3.5.1 Contractor's Contract Manager will have prime responsibility and final authority for
the services provided under this Contract and be the principal point of contact for the
HCA Contract Manager for all business matters, performance matters, and
administrative activities.
3.5.2 HCA's Contract Manager is responsible for monitoring the Contractor's performance
and will be the contact person for all communications regarding contract
performance and deliverables. The HCA Contract Manager has the authority to
accept or reject the services provided and must approve Contractor's invoices prior
to payment.
3.5.3 The contact information provided on the first page of this contract for the Contractor
and the HCA Contract Manager, may be changed by written notice of the change
(email acceptable) to the other party.
3.6 LEGAL NOTICES
3.6.1 Any notice or demand or other communication required or permitted to be given
under this Contract or applicable law is effective only if it is in writing and signed by
the applicable party, properly addressed, and delivered in person, via email, or by a
recognized courier service, or deposited with the United States Postal Service as
first-class mail, postage prepaid certified mail, return receipt requested, to the
parties at the addresses provided in this section.
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3.6.2 In the case of notice to the Contractor is listed on the first page (cover page) of this
Contract.
3.6.3 In the case of notice to HCA:
Attention: Contracts Administrator
Health Care Authority
Division of Legal Services
Post Office Box 42702
Olympia, WA 98504-2702
3.6.4 Notices are effective upon receipt or four (4) Business Days after mailing, whichever
is earlier.
3.6.5 The notice address and information provided above may be changed by written
notice of the change given as provided above.
3.7 INCORPORATION OF DOCUMENTS AND ORDER OF PRECEDENCE
Each of the documents listed below is by this reference incorporated into this Contract. In
the event of an inconsistency, the inconsistency will be resolved in the following order of
precedence:
3.7.1 Applicable Federal and State of Washington statutes and regulations;
3.7.2 Special Terms and Conditions;
3.7.3 General Terms and Conditions;
3.7.4 Schedule A: Statement of Work; and
3.7.5 Any other provision, term or material incorporated herein by reference or otherwise
incorporated.
3.8 INSURANCE
Contractor must provide insurance coverage as set out in this section. The intent of the
required insurance is to protect the State should there be any claims, suits, actions, costs,
damages, or expenses arising from any negligent or intentional act or omission of
Contractor or Subcontractor, or agents of either, while performing under the terms of this
Contract. Contractor must provide insurance coverage that is maintained in full force and
effect during the term of this Contract, as follows:
3.8.1 Commercial General Liability Insurance Policy - Provide a Commercial General
Liability Insurance Policy, including contractual liability, in adequate quantity to
protect against legal liability arising out of contract activity but no less than $1 million
per occurrence/$2 million general aggregate. Additionally, Contractor is responsible
for ensuring that any Subcontractors provide adequate insurance coverage for the
activities arising out of subcontracts.
3.8.2 Business Automobile Liability. In the event that services delivered pursuant to this
Contract involve the use of vehicles, either owned, hired, or non -owned by the
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Contractor, automobile liability insurance is required covering the risks of bodily
injury (including death) and property damage, including coverage for contractual
liability. The minimum limit for automobile liability is $1,000,000 per occurrence,
using a Combined Single Limit for bodily injury and property damage.
3.8.3 Professional Liability Errors and Omissions — Provide a policy with coverage of not
less than $1 million per claim/$2 million general aggregate.
3.8.4 The insurance required must be issued by an insurance companylies authorized to
do business within the state of Washington, and must name HCA and the state of
Washington, its agents, and employees as additional insureds under any
Commercial General and/or Business Automobile Liability policy/ies. All policies
must be primary to any other valid and collectable insurance. In the event of
cancellation, non -renewal, revocation, or other termination of any insurance
coverage required by this Contract, Contractor must provide written notice of such to
HCA within one (1) Business Day of Contractor's receipt of such notice. Failure to
buy and maintain the required insurance may, at HCA's sole option, result in this
Contract's termination.
Upon request, Contractor must submit to HCA a certificate of insurance that outlines the
coverage and limits defined in the Insurance section. If a certificate of insurance is
requested, Contractor must submit renewal certificates as appropriate during the term of the
contract.
The policy must be maintained for the term of this Agreement and three (3) years following
its termination.
4. GENERAL TERMS AND CONDITIONS
4.1 ACCESS TO DATA
In compliance with RCW 39.26.180 (2) and federal rules, the Contractor must provide
access to any data generated under this Contract to HCA, the Joint Legislative Audit and
Review Committee, the State Auditor, and any other state or federal officials so authorized
by law, rule, regulation, or agreement at no additional cost. This includes access to all
information that supports the findings, conclusions, and recommendations of the
Contractor's reports, including computer models and methodology for those models.
4.2 ACCESSIBILITY
4.2.1 REQUIREMENTS AND STANDARDS. Each Information and Communication
Technology (ICT) product or service furnished under this Contract shall be
accessible to and usable by individuals with disabilities in accordance with the
Americans with Disabilities Act (ADA) and other applicable Federal and State laws
and policies, including OCIO Policy 188, et seq. For purposes of this clause,
Contractor shall be considered in compliance with the ADA and other applicable
Federal and State laws if it satisfies the requirements (including exceptions)
specified in the regulations implementing Section 508 of the Rehabilitation Act,
including the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA Success
Criteria and Conformance Requirements (2008), which are incorporated by
reference, and the functional performance criteria.
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4.2.2 DOCUMENTATION. Contractor shall maintain and retain, subject to review by HCA,
full documentation of the measures taken to ensure compliance with the applicable
requirements and functional performance criteria, including records of any testing or
simulations conducted.
4.2.3 REMEDIATION. If Contractor claims that its products or services satisfy the
applicable requirements and standards specified in Section 4.2.1 and it is later
determined by HCA that any furnished product or service is not in compliance with
such requirements and standards, HCA will promptly inform Contractor in writing of
noncompliance. Contractor shall, at no additional cost to HCA, repair or replace the
non-compliant products or services within the period specified by HCA. If the repair
or replacement is not completed within the specified time, HCA may cancel the
Contract, delivery, task order, or work order, or purchase line item without
termination liabilities or have any necessary changes made or repairs performed by
employees of HCA or by another contractor, and Contractor shall reimburse HCA for
any expenses incurred thereby.
4.2.4 DEFINITION. Information and Communication Technology (ICT) means information
technology and other equipment, systems, technologies, or processes, for which the
principal function is the creation, manipulation, storage, display, receipt, or
transmission of electronic data and information, as well as any associated content.
Examples include computers and peripheral equipment; information kiosks and
transaction machines; telecommunications equipment; customer premises
equipment; multifunction office machines; software; applications; websites; videos;
and electronic documents.
4.2.5 INDEMNIFICATION. Contractor agrees to indemnify and hold harmless HCA from
any claim arising out of failure to comply with the aforesaid requirements.
4.3 ADVANCE PAYMENT PROHIBITED
No advance payment will be made for services furnished by the Contractor pursuant to this
Contract.
4.4 AMENDMENTS
This Contract may be amended by mutual agreement of the parties. Such amendments will
not be binding unless they are in writing and signed by personnel authorized to bind each of
the parties.
4.5 ASSIGNMENT
4.5.1 Contractor may not assign or transfer all or any portion of this Contract or any of its
rights hereunder, or delegate any of its duties hereunder, except delegations as set
forth in Section 4.37, Subcontracting, without the prior written consent of HCA. Any
permitted assignment will not operate to relieve Contractor of any of its duties and
obligations hereunder, nor will such assignment affect any remedies available to
HCA that may arise from any breach of the provisions of this Contract or warranties
made herein, including but not limited to, rights of setoff. Any attempted assignment,
transfer, or delegation in contravention of this Subsection 4.5.1 of the Contract will
be null and void.
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4.5.2 HCA may assign this Contract to any public agency, commission, board, or the like,
within the political boundaries of the State of Washington, with written notice of thirty
(30) calendar days to Contractor.
4.5.3 This Contract will inure to the benefit of and be binding on the parties hereto and
their permitted successors and assigns.
4.6 ATTORNEYS' FEES
In the event of litigation or other action brought to enforce the terms of this Contract, each
party agrees to bear its own attorneys' fees and costs.
4.7 CHANGE IN STATUS
In the event of any substantive change in its legal status, organizational structure, or fiscal
reporting responsibility, Contractor will notify HCA of the change. Contractor must provide
notice as soon as practicable, but no later than thirty (30) calendar days after such a
change takes effect.
4.8 CONFIDENTIAL INFORMATION PROTECTION
4.8.1 Contractor acknowledges that some of the material and information that may come
into its possession or knowledge in connection with this Contract or its performance
may consist of Confidential Information. Contractor agrees to hold Confidential
Information in strictest confidence and not to make use of Confidential Information
for any purpose other than the performance of this Contract, to release it only to
authorized employees or Subcontractors requiring such information for the purposes
of carrying out this Contract, and not to release, divulge, publish, transfer, sell,
disclose, or otherwise make the information known to any other party without HCA's
express written consent or as provided by law. Contractor agrees to implement
physical, electronic, and managerial safeguards to prevent unauthorized access to
Confidential Information (See Attachment 1: Confidential Information Security
Requirements) .
4.8.2 Contractors that come into contact with Protected Health Information may be
required to enter into a Business Associate Agreement with HCA in compliance with
the requirements of the Health Insurance Portability and Accountability Act of 1996,
Pub. L. 104-191, as modified by the American Recovery and Reinvestment Act of
2009 ("ARRA"), Sec. 13400 — 13424, H.R. 1 (2009) (HITECH Act) (HIPAA).
4.8.3 HCA reserves the right to monitor, audit, or investigate the use of Confidential
Information collected, used, or acquired by Contractor through this Contract.
Violation of this section by Contractor or its Subcontractors may result in termination
of this Contract and demand for return of all Confidential Information, monetary
damages, or penalties.
4.8.4 The obligations set forth in this Section will survive completion, cancellation,
expiration, or termination of this Contract.
4.9 CONFIDENTIAL INFORMATION SECURITY
The federal government, including the Centers for Medicare and Medicaid Services (CMS),
and the State of Washington all maintain security requirements regarding privacy, data
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access, and other areas. Contractor is required to comply with the Confidential Information
Security Requirements set out in Attachment 1 to this Contract and appropriate portions of
the Washington OCIO Security Standard, 141.10 (https: ocio.wa.gov/ olicies/141-securing-
inform ation-tech nology-assets/1 411 0 -securing -information -technology -assets).
4.10 CONFIDENTIAL INFORMATION BREACH — REQUIRED NOTIFICATION
4.10.1 Contractor must notify the HCA Privacy Officer (PrivacyOfficerghca.wa.gov) within
five (5) Business Days of discovery of any Breach or suspected Breach of
Confidential Information.
4.10.2 Contractor will take steps necessary to mitigate any known harmful effects of such
unauthorized access including, but not limited to, sanctioning employees, and taking
steps necessary to stop further unauthorized access. Contractor agrees to indemnify
and hold HCA harmless for any damages related to unauthorized use or disclosure
of Confidential Information by Contractor, its officers, directors, employees,
Subcontractors, or agents.
4.10.3 If notification of the Breach or possible Breach must (in the judgment of HCA) be
made under the HIPAA Breach Notification Rule, or RCW 42.56.590 or RCW
19.255.010, or other law or rule, then:
4.10.3.1 HCA may choose to make any required notifications to the individuals, to
the U.S. Department of Health and Human Services Secretary (DHHS)
Secretary, and to the media, or direct Contractor to make them or any of
them.
4.10.3.2 In any case, Contractor will pay the reasonable costs of notification to
individuals, media, and governmental agencies and of other actions HCA
reasonably considers appropriate to protect HCA clients (such as paying
for regular credit watches in some cases).
4.10.3.3 Contractor will compensate HCA clients for harms caused to them by any
Breach or possible Breach.
4.10.4 Any breach of this clause may result in termination of the Contract and the demand
for return or disposition (Attachment 1, Section 6) of all Confidential Information.
4.10.5 Contractor's obligations regarding Breach notification survive the termination of this
Contract and continue for as long as Contractor maintains the Confidential
Information and for any breach or possible breach at any time.
4.11 CONTRACTOR'S PROPRIETARY INFORMATION
Contractor acknowledges that HCA is subject to chapter 42.56 RCW, the Public Records
Act, and that this Contract will be a public record as defined in chapter 42.56 RCW. Any
specific information that is claimed by Contractor to be Proprietary Information must be
clearly identified as such by Contractor. To the extent consistent with chapter 42.56 RCW,
HCA will maintain the confidentiality of Contractor's information in its possession that is
marked Proprietary. If a public disclosure request is made to view Contractor's Proprietary
Information, HCA will notify Contractor of the request and of the date that such records will
be released to the requester unless Contractor obtains a court order from a court of
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competent jurisdiction enjoining that disclosure. If Contractor fails to obtain the court order
enjoining disclosure, HCA will release the requested information on the date specified.
4.12 COVENANT AGAINST CONTINGENT FEES
Contractor warrants that no person or selling agent has been employed or retained to solicit
or secure this Contract upon an agreement or understanding for a commission, percentage,
brokerage, or contingent fee, excepting bona fide employees or bona fide established
agents maintained by the Contractor for the purpose of securing business. HCA will have
the right, in the event of breach of this clause by the Contractor, to annul this Contract
without liability or, in its discretion, to deduct from the contract price or consideration or
recover by other means the full amount of such commission, percentage, brokerage or
contingent fee.
4.13 DEBARMENT
By signing this Contract, Contractor certifies that it is not presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded in any Washington
State or Federal department or agency from participating in transactions (debarred).
Contractor agrees to include the above requirement in any and all subcontracts into which it
enters, and also agrees that it will not employ debarred individuals. Contractor must
immediately notify HCA if, during the term of this Contract, Contractor becomes debarred.
HCA may immediately terminate this Contract by providing Contractor written notice if
Contractor becomes debarred during the term hereof.
4.14 DISPUTES
The parties will use their best, good faith efforts to cooperatively resolve disputes and
problems that arise in connection with this Contract. Both parties will continue without delay
to carry out their respective responsibilities under this Contract while attempting to resolve
any dispute. When a genuine dispute arises between HCA and the Contractor regarding the
terms of this Contract or the responsibilities imposed herein and it cannot be resolved
between the parties' Contract Managers, either party may initiate the following dispute
resolution process.
4.14.1 The initiating party will reduce its description of the dispute to writing and deliver it to
the responding party (email acceptable). The responding party will respond in writing
within five (5) Business Days (email acceptable). If the initiating party is not satisfied
with the response of the responding party, then the initiating party may request that
the HCA Director review the dispute. Any such request from the initiating party must
be submitted in writing to the HCA Director within five (5) Business Days after
receiving the response of the responding party. The HCA Director will have sole
discretion in determining the procedural manner in which he or she will review the
dispute. The HCA Director will inform the parties in writing within five (5) Business
Days of the procedural manner in which he or she will review the dispute, including
a timeframe in which he or she will issue a written decision.
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4.14.2 A party's request for a dispute resolution must:
4.14.2.1 Be in writing;
4.14.2.2 Include a written description of the dispute;
4.14.2.3 State the relative positions of the parties and the remedy sought; and
4.14.2.4 State the Contract Number and the names and contact information for the
parties.
4.14.3 This dispute resolution process constitutes the sole administrative remedy available
under this Contract. The parties agree that this resolution process will precede any
action in a judicial or quasi-judicial tribunal.
4.15 ENTIRE AGREEMENT
HCA and Contractor agree that the Contract is the complete and exclusive statement of the
agreement between the parties relating to the subject matter of the Contract and
supersedes all letters of intent or prior contracts, oral or written, between the parties relating
to the subject matter of the Contract, except as provided in Section 4.44, Warranties.
4.16 FORCE MAJEURE
A party will not be liable for any failure of or delay in the performance of this Contract for the
period that such failure or delay is due to causes beyond its reasonable control, including
but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders
or any other force majeure event.
4.17 FUNDING WITHDRAWN, REDUCED, OR LIMITED
If HCA determines in its sole discretion that the funds it relied upon to establish this
Contract have been withdrawn, reduced, or limited, or if additional or modified conditions
are placed on such funding after the effective date of this contract but prior to the normal
completion of this Contract, then HCA, at its sole discretion, may:
4.17.1 Terminate this Contract pursuant to Section 4.40.3, Termination for Non -Allocation
of Funds;
4.17.2 Renegotiate the Contract under the revised funding conditions; or
4.17.3 Suspend Contractor's performance under the Contract upon five (5) Business Days'
advance written notice to Contractor. HCA will use this option only when HCA
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 normal completion date of this Contract.
4.17.3.1 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 performance.
4.17.3.2 When HCA determines in its sole discretion that the funding insufficiency
is resolved, it will give Contractor written notice to resume performance.
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Upon the receipt of this notice, Contractor will provide written notice to
HCA informing HCA whether it can resume performance and, if so, the
date of resumption. For purposes of this subsection, "written notice" may
include email.
4.17.3.3 If the Contractor's proposed resumption date is not acceptable to HCA
and an acceptable date cannot be negotiated, HCA may terminate the
contract by giving written notice to Contractor. The parties agree that the
Contract will be terminated retroactive to the date of the notice of
suspension. HCA will be liable only for payment in accordance with the
terms of this Contract for services rendered prior to the retroactive date of
termination.
4.18 GOVERNING LAW
This Contract is governed in all respects by the laws of the state of Washington, without
reference to conflict of law principles. The jurisdiction for any action hereunder is exclusively
in the Superior Court for the state of Washington, and the venue of any action hereunder is
in the Superior Court for Thurston County, Washington. Nothing in this Contract will be
construed as a waiver by HCA of the State's immunity under the 11 th Amendment to the
United States Constitution.
4.19 HCA NETWORK SECURITY
Contractor agrees not to attach any Contractor -supplied computers, peripherals, or software
to the HCA Network without prior written authorization from RCA's Chief Information Officer.
Unauthorized access to HCA networks and systems is a violation of HCA Policy and
constitutes computer trespass in the first degree pursuant to RCW 9A.52.110. Violation of
any of these laws or policies could result in termination of the contract and other penalties.
Contractor will have access to the HCA visitor Wi-Fi Internet connection while on site.
4.20 INDEMNIFICATION
Contractor must defend, indemnify, and save HCA harmless from and against all claims,
including reasonable attorneys' fees resulting from such claims, for any or all injuries to
persons or damage to property, or Breach of its confidentiality and notification obligations
under Section 4.8, Confidential Information Protection and Section 4.10 Confidentiality
Breach -Required Notification, arising from intentional or negligent acts or omissions of
Contractor, its officers, employees, or agents, or Subcontractors, their officers, employees,
or agents, in the performance of this Contract.
4.21 INDEPENDENT CAPACITY OF THE CONTRACTOR
The parties intend that an independent contractor relationship will be created by this
Contract. Contractor and its employees or agents performing under this Contract are not
employees or agents of HCA. Contractor will not hold itself out as or claim to be an officer
or employee of HCA or of the State of Washington by reason hereof, nor will Contractor
make any claim of right, privilege or benefit that would accrue to such employee under law.
Conduct and control of the work will be solely with Contractor.
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4.22 INDUSTRIAL INSURANCE COVERAGE
Prior to performing work under this Contract, Contractor must provide or purchase industrial
insurance coverage for the Contractor's employees, as may be required of an "employer" as
defined in Title 51 RCW and must maintain full compliance with Title 51 RCW during the
course of this Contract.
4.23 LEGAL AND REGULATORY COMPLIANCE
4.23.1 During the term of this Contract, Contractor must comply with all local, state, and
federal licensing, accreditation, and registration requirements/standards, necessary
for the performance of this Contract and all other applicable federal, state, and local
laws, rules, and regulations.
4.23.2 While on the HCA premises, Contractor must comply with HCA operations and
process standards and policies (e.g., ethics, Internet / email usage, data, network
and building security, harassment, as applicable). HCA will make an electronic copy
of all such policies available to Contractor.
4.23.3 Pursuant to Proclamation 21-14 — COVID-19 Vaccination Requirement (dated
August 9, 2021) as amended by Proclamation 21-14.1 — COVID-19 Vaccination
Requirement (dated August 20, 2021) ("Proclamation") all contractors and any of
their employees and/or subcontractors who provide contracted services on-site at
HCA facilities must certify that they are fully vaccinated against the COVID-19 virus,
unless properly excepted or exempted for disability or sincerely held religious beliefs
as set forth in the Proclamation. Contractors who cannot so certify are prohibited
from contracting with the state.
4.23.4 Contractor represents and warrants that should their responsibilities to the HCA
involve on-site services as of October 18, 2021, Contractor's personnel (including
subcontractors) providing such services will be fully vaccinated against the COVI D-
19 virus unless properly excepted or exempted for disability or sincerely held
religious beliefs as set forth in the Proclamation. Contractor further understands that,
upon request, Contractor personnel must provide to HCA proof of vaccination, in a
manner established by the HCA. Failure to meet these requirements may result in
the immediate termination of this Contract.
4.23.5 Failure to comply with any provisions of this section may result in Contract
termination.
4.24 LIMITATION OF AUTHORITY
Only the HCA Authorized Representative has the express, implied, or apparent authority to
alter, amend, modify, or waive any clause or condition of this Contract. Furthermore, any
alteration, amendment, modification, or waiver or any clause or condition of this Contract is
not effective or binding unless made in writing and signed by the HCA Authorized
Representative.
4.25 NO THIRD -PARTY BENEFICIARIES
HCA and Contractor are the only parties to this contract. Nothing in this Contract gives or is
intended to give any benefit of this Contract to any third parties.
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4.26 NONDISCRIMINATION
During the performance of this Contract, the Contractor must comply with all federal and
state nondiscrimination laws, regulations, and policies, including but not limited to: Title VII
of the Civil Rights Act, 42 U.S.C. §12101 et seq.; the Americans with Disabilities Act of
1990 (ADA), 42 U.S.C. §12101 et seq., 28 CFR Part 35; and Title 49.60 RCW, Washington
Law Against Discrimination. In the event of Contractor's noncompliance or refusal to comply
with any nondiscrimination law, regulation or policy, this Contract may be rescinded,
canceled, or terminated in whole or in part under the Termination for Default sections, and
Contractor may be declared ineligible for further contracts with HCA.
4.27 OVERPAYMENTS TO THE CONTRACTOR
In the event that overpayments or erroneous payments have been made to the Contractor
under this Contract, HCA will provide written notice to Contractor and Contractor will refund
the full amount to HCA within thirty (30) calendar days of the notice. If Contractor fails to
make timely refund, HCA may charge Contractor one percent (1%) per month on the
amount due, until paid in full. If the Contractor disagrees with HCA's actions under this
section, then it may invoke the dispute resolution provisions of Section 4.14, Disputes.
4.28 PAY EQUITY
4.28.1 Contractor represents and warrants that, as required by Washington state law
(Engrossed House Bill 1109, Sec. 211), during the term of this Contract, it agrees to
equality among its workers by ensuring similarly employed individuals are
compensated as equals. For purposes of this provision, employees are similarly
employed if (i) the individuals work for Contractor, (ii) the performance of the job
requires comparable skill, effort, and responsibility, and (iii) the jobs are performed
under similar working conditions. Job titles alone are not determinative of whether
employees are similarly employed.
4.28.2 Contractor may allow differentials in compensation for its workers based in good
faith on any of the following: (i) a seniority system; (ii) a merit system; (iii) a system
that measures earnings by quantity or quality of production; (iv) bona fide job-related
factor(s); or (v) a bona fide regional difference in compensation levels.
4.28.3 "Bona fide job-related factor(s)" may include, but not be limited to, education,
training, or experience, that is: (i) consistent with business necessity; (ii) not based
on or derived from a gender-based differential; and (iii) accounts for the entire
differential.
4.28.4 A "bona fide regional difference in compensation level" must be (i) consistent with
business necessity; (ii) not based on or derived from agender-based differential;
and (iii) account for the entire differential.
4.28.5 Notwithstanding any provision to the contrary, upon breach of warranty and
Contractor's failure to provide satisfactory evidence of compliance within thirty (30)
Days of RCA's request for such evidence, HCA may suspend or terminate this
Contract.
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4.29 PUBLICITY
4.29.1 The award of this Contract to Contractor is not in any way an endorsement of
Contractor or Contractor's Services by HCA and must not be so construed by
Contractor in any advertising or other publicity materials.
4.29.2 Contractor agrees to submit to HCA, all advertising, sales promotion, and other
publicity materials relating to this Contract or any Service furnished by Contractor in
which HCA's name is mentioned, language is used, or Internet links are provided
from which the connection of HCA's name with Contractor's Services may, in HCA's
judgment, be inferred or implied. Contractor further agrees not to publish or use
such advertising, marketing, sales promotion materials, publicity or the like through
print, voice, the Web, and other communication media in existence or hereinafter
developed without the express written consent of HCA prior to such use.
4.30 RECORDS AND DOCUMENT REVIEW
4.30.1 The Contractor must maintain books, records, documents, magnetic media,
receipts, invoices, or other evidence relating to this Contract and the performance of
the services rendered, along with accounting procedures and practices, all of which
sufficiently and properly reflect all direct and indirect costs of any nature expended
in the performance of this Contract. At no additional cost, these records, including
materials generated under this Contract, are subject at all reasonable times to
inspection, review, or audit by HCA, the Office of the State Auditor, and state and
federal officials so authorized by law, rule, regulation, or agreement [See 42 USC
1396a(a)(27)(B); 42 USC 1396a(a)(37)(B); 42 USC 1396a(a)(42(A); 42 CFR 4317
Subpart Q; and 42 CFR 447.202].
4.30.2 The Contractor must retain such records for a period of six (6) years after the date of
final payment under this Contract.
4.30.3 If any litigation, claim, or audit is started before the expiration of the six (6) year
period, the records must be retained until all litigation, claims, or audit findings
involving the records have been resolved.
4.31 REMEDIES NON-EXCLUSIVE
The remedies provided in this Contract are not exclusive but are in addition to all other
remedies available under law.
4.32 RIGHT OF INSPECTION
The Contractor must provide right of access to its facilities to HCA, or any of its officers, or
to any other authorized agent or official of the state of Washington or the federal
government, at all reasonable times, in order to monitor and evaluate performance,
compliance, and/or quality assurance under this Contract.
4.33 RIGHTS IN DATA/OWNERSHIP
4.33.1 HCA and Contractor agree that all data and work products (collectively "Work
Product") produced pursuant to this Contract will be considered a work for hire
under the U.S. Copyright Act, 17 U.S.C. §101 et seq, and will be owned by HCA.
Contractor is hereby commissioned to create the Work Product. Work Product
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includes, but is not limited to, discoveries, formulae, ideas, improvements,
inventions, methods, models, processes, techniques, findings, conclusions,
recommendations, reports, designs, plans, diagrams, drawings, Software,
databases, documents, pamphlets, advertisements, books, magazines, surveys,
studies, computer programs, films, tapes, and/or sound reproductions, to the extent
provided by law. Ownership includes the right to copyright, patent, register and the
ability to transfer these rights and all information used to formulate such Work
Product.
4.33.2 If for any reason the Work Product would not be considered a work for hire under
applicable law, Contractor assigns and transfers to HCA, the entire right, title and
interest in and to all rights in the Work Product and any registrations and copyright
applications relating thereto and any renewals and extensions thereof.
4.33.3 Contractor will execute all documents and perform such other proper acts as HCA
may deem necessary to secure for HCA the rights pursuant to this section.
4.33.4 Contractor will not use or in any manner disseminate any Work Product to any third
party, or represent in any way Contractor ownership of any Work Product, without
the prior written permission of HCA. Contractor will take all reasonable steps
necessary to ensure that its agents, employees, or Subcontractors will not copy or
disclose, transmit or perform any Work Product or any portion thereof, in any form,
to any third party.
4.33.5 Material that is delivered under this Contract, but that does not originate therefrom
("Preexisting Material"), must be transferred to HCA with a nonexclusive, royalty -
free, irrevocable license to publish, translate, reproduce, deliver, perform, display,
and dispose of such Preexisting Material, and to authorize others to do so.
Contractor agrees to obtain, at its own expense, express written consent of the
copyright holder for the inclusion of Preexisting Material. HCA will have the right to
modify or remove any restrictive markings placed upon the Preexisting Material by
Contractor.
4.33.6 Contractor must identify all Preexisting Material when it is delivered under this
Contract and must advise HCA of any and all known or potential infringements of
publicity, privacy or of intellectual property affecting any Preexisting Material at the
time of delivery of such Preexisting Material. Contractor must provide HCA with
prompt written notice of each notice or claim of copyright infringement or
infringement of other intellectual property right worldwide received by Contractor
with respect to any Preexisting Material delivered under this Contract.
4.34 RIGHTS OF STATE AND FEDERAL GOVERNMENTS
In accordance with 45 C.F.R. 95.617, all appropriate state and federal agencies, including
but not limited to the Centers for Medicare and Medicaid Services (CMS), will have a
royalty -free, nonexclusive, and irrevocable license to reproduce, publish, translate, or
otherwise use, and to authorize others to use for Federal Government purposes: (i)
software, modifications, and documentation designed, developed or installed with Federal
Financial Participation (FFP) under 45 CFR Part 95, subpart F; (ii) the Custom Software
and modifications of the Custom Software, and associated Documentation designed,
developed, or installed with FFP under this Contract; (iii) the copyright in any work
developed under this Contract; and (iv) any rights of copyright to which Contractor
purchases ownership under this Contract.
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4.35 SEVERABILITY
If any provision of this Contract or the application thereof to any person(s) or circumstances
is held invalid, such invalidity will not affect the other provisions or applications of this
Contract that can be given effect without the invalid provision, and to this end the provisions
or application of this Contract are declared severable.
4.36 SITE SECURITY
While on HCA premises, Contractor, its agents, employees, or Subcontractors must
conform in all respects with physical, fire or other security policies or regulations. Failure to
comply with these regulations may be grounds for revoking or suspending security access
to these facilities. HCA reserves the right and authority to immediately revoke security
access to Contractor staff for any real or threatened breach of this provision. Upon
reassignment or termination of any Contractor staff, Contractor agrees to promptly notify
HCA.
4.37 SUBCONTRACTING
4.37.1 Neither Contractor, nor any Subcontractors, may enter into subcontracts for any of
the work contemplated under this Contract without prior written approval of HCA.
HCA has sole discretion to determine whether or not to approve any such
subcontract. In no event will the existence of the subcontract operate to release or
reduce the liability of Contractor to HCA for any breach in the performance of
Contractor's duties.
4.37.2 Contractor is responsible for ensuring that all terms, conditions, assurances, and
certifications set forth in this Contract are included in any subcontracts.
4.37.3 If at any time during the progress of the work HCA determines in its sole judgment
that any Subcontractor is incompetent or undesirable, HCA will notify Contractor,
and Contractor must take immediate steps to terminate the Subcontractor's
involvement in the work.
4.37.4 The rejection or approval by the HCA of any Subcontractor or the termination of a
Subcontractor will not relieve Contractor of any of its responsibilities under the
Contract, nor be the basis for additional charges to HCA.
4.37.5 HCA has no contractual obligations to any Subcontractor or vendor under contract
to the Contractor. Contractor is fully responsible for all contractual obligations,
financial or otherwise, to its Subcontractors.
4.38 SURVIVAL
The terms and conditions contained in this Contract that, by their sense and context, are
intended to survive the completion, cancellation, termination, or expiration of the Contract
will survive. In addition, the terms of the sections titled Confidential Information Protection,
Confidential Information Breach — Required Notification, Contractor's Proprietary
Information, Disputes, Overpayments to Contractor, Publicity, Records and Documents
Review, Rights in Data/Ownership, and Rights of State and Federal Governments will
survive the termination of this Contract. The right of HCA to recover any overpayments will
also survive the termination of this Contract.
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4.39 TAXES
HCA will pay sales or use taxes, if any, imposed on the services acquired hereunder.
Contractor must pay all other taxes including, but not limited to, Washington Business and
Occupation Tax, other taxes based on Contractor's income or gross receipts, or personal
property taxes levied or assessed on Contractor's personal property. HCA, as an agency of
Washington State government, is exempt from property tax.
Contractor must complete registration with the Washington State Department of Revenue
and be responsible for payment of all taxes due on payments made under this Contract.
4.40 TERMINATION
4.40.1 Termination for Default
In the event HCA determines that Contractor has failed to comply with the terms and
conditions of this Contract, HCA has the right to suspend or terminate this Contract.
HCA will notify Contractor in writing of the need to take corrective action. If
corrective action is not taken within five (5) Business Days, or other time period
agreed to in writing by both parties, the Contract may be terminated. HCA reserves
the right to suspend all or part of the Contract, withhold further payments, or prohibit
Contractor from incurring additional obligations of funds during investigation of the
alleged compliance breach and pending corrective action by Contractor or a
decision by HCA to terminate the Contract.
In the event of termination for default, Contractor will be liable for 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, e.g., cost of the competitive bidding,
mailing, advertising, and staff time.
If it is determined that Contractor: (i) was not in default, or (ii) its failure to perform
was outside of its control, fault or negligence, the termination will be deemed a
"Termination for Convenience."
4.40.2 Termination for Convenience
When, at RCA's sole discretion, it is in the best interest of the State, HCA may
terminate this Contract in whole or in part by providing ten (10) calendar days'
written notice. If this Contract is so terminated, HCA will be liable only for payment in
accordance with the terms of this Contract for services rendered prior to the
effective date of termination. No penalty will accrue to HCA in the event the
termination option in this section is exercised.
4.40.3 Termination for Nonallocation of Funds
If funds are not allocated to continue this Contract in any future period, HCA may
immediately terminate this Contract by providing written notice to the Contractor.
The termination will be effective on the date specified in the termination notice. HCA
will be liable only for payment in accordance with the terms of this Contract for
services rendered prior to the effective date of termination. HCA agrees to notify
Contractor of such nonallocation at the earliest possible time. No penalty will accrue
to HCA in the event the termination option in this section is exercised.
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4.40.4 Termination for Withdrawal of Authority
In the event that the authority of HCA to perform any of its duties is withdrawn,
reduced, or limited in any way after the commencement of this Contract and prior to
normal completion, HCA may immediately terminate this Contract by providing
written notice to the Contractor. The termination will be effective on the date
specified in the termination notice. HCA will be liable only for payment in accordance
with the terms of this Contract for services rendered prior to the effective date of
termination. HCA agrees to notify Contractor of such withdrawal of authority at the
earliest possible time. No penalty will accrue to HCA in the event the termination
option in this section is exercised.
4.40.5 Termination for Conflict of Interest
HCA may terminate this Contract by written notice to the Contractor if HCA
determines, after due notice and examination, that there is a violation of the Ethics
in Public Service Act, Chapter 42.52 RCW, or any other laws regarding ethics in
public acquisitions and procurement and performance of contracts. In the event this
Contract is so terminated, HCA will be entitled to pursue the same remedies against
the Contractor as it could pursue in the event Contractor breaches the contract.
4.41 TERMINATION PROCEDURES
4.41.1 Upon termination of this Contract, HCA, in addition to any other rights provided in
this Contract, may require Contractor to deliver to HCA any property specifically
produced or acquired for the performance of such park of this Contract as has been
terminated.
4.41.2 HCA will pay Contractor the agreed-upon price, if separately stated, for completed
work and services accepted by HCA and the amount agreed upon by the Contractor
and HCA for (i) completed work and services for which no separate price is stated;
(ii) partially completed work and services; (iii) other property or services that are
accepted by HCA; and (iv) the protection and preservation of property, unless the
termination is for default, in which case HCA will determine the extent of the liability.
Failure to agree with such determination will be a dispute within the meaning of
Section 4.14, Disputes. HCA may withhold from any amounts due the Contractor
such sum as HCA determines to be necessary to protect HCA against potential loss
or liability.
4.41.3 After receipt of notice of termination, and except as otherwise directed by HCA,
Contractor must:
4.41.3.1 Stop work under the Contract on the date of, and to the extent specified
in, the notice;
4.41.3.2 Place no further orders or subcontracts for materials, services, or facilities
except as may be necessary for completion of such portion of the work
under the Contract that is not terminated;
4.41.3.3 Assign to HCA, in the manner, at the times, and to the extent directed by
HCA, all the rights, title, and interest of the Contractor under the orders
and subcontracts so terminated; in which case HCA has the right, at its
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discretion, to settle or pay any or all claims arising out of the termination of
such orders and subcontracts;
4.41.3.4 Settle all outstanding liabilities and all claims arising out of such
termination of orders and subcontracts, with the approval or ratification of
HCA to the extent HCA may require, which approval or ratification will be
final for all the purposes of this clause;
4.41.3.5 Transfer title to and deliver as directed by HCA any property required to
be furnished to HCA;
4.41.3.6 Complete performance of any part of the work that was not terminated by
HCA; and
4.41.3.7 Take such action as may be necessary, or as HCA may direct, for the
protection and preservation of the records related to this Contract that are
in the possession of the Contractor and in which HCA has or may acquire
an interest.
4.42 TREATMENT OF ASSETS
4.42.1 Ownership
HCA shall retain title to all property furnished by HCA to Contractor under this
Contract. Title to all property furnished by Contractor, for the cost of which the
Contractor is entitled to reimbursement as a direct item of cost under this Contract,
excluding intellectual property provided by Contractor, shall pass to and vest in HCA
upon delivery of such property by Contractor. Title to other property, the cost of
which is reimbursable to Contractor under this Contract, shall pass to and vest in
HCA upon (i) issuance for use of such property in the performance of this Contract,
(ii) commencement of use of such property in the performance of this Contract, or
(iii) reimbursement of the cost thereof by HCA, in whole or in part, whichever occurs
f i rst.
4.42.2 Use of Property
Any property furnished to Contractor shall, unless otherwise provided herein, or
approved in writing by the HCA Contract Manager, be used only for the performance
of and subject to the terms of this Contract. Contractor's use of the equipment shall
be subject to HCA's security, administrative, and other requirements.
4..42.3 Damage to Property
Contractor shall continuously protect and be responsible for any loss, destruction, or
damage to property which results from or is caused by Contractor's acts or
omissions. Contractor shall be liable to HCA for costs of repair or replacement for
property or equipment that has been lost, destroyed, or damaged by Contractor or
Contractor's employees, agents, or Subcontractors. Cost of replacement shall be
the current market value of the property and equipment on the date of the loss as
determined by HCA.
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4.42.4 Notice of Damage
Upon the loss of, destruction of, or damage to any of the property, Contractor shall
notify the HCA Contract Manager thereof within one (1) Business Day and shall take
all reasonable steps to protect that property from further damage.
4.42.5 Surrender of Property
Contractor will ensure that the property will be returned to HCA in like condition to
that in which it was furnished to Contractor, reasonable wear and tear expected.
Contractor shall surrender to HCA all property upon the earlier of expiration or
termination of this Contract.
4.43 WAIVER
Waiver of any breach of any term or condition of this Contract will not be deemed a waiver
of any prior or subsequent breach or default. No term or condition of this Contract will be
held to be waived, modified, or deleted except by a written instrument signed by the parties.
Only the HCA Authorized Representative has the authority to waive any term or condition of
this Contract on behalf of HCA.
4.44 WARRANTIES
4.44.1 Contractor represents and warrants that it will perform all services pursuant to this
Contract in a professional manner and with high quality and will immediately re-
perform any services that are not in compliance with this representation and
warranty at no cost to HCA.
4.44.2 Contractor represents and warrants that it will comply with all applicable local, State,
and federal licensing, accreditation and registration requirements and standards
necessary in the performance of the Services.
4.44.3 Any written commitment by Contractor within the scope of this Contract will be
binding upon Contractor. Failure of Contractor to fulfill such a commitment may
constitute breach and will render Contractor liable for damages under the terms of
this Contract. For purposes of this section, a commitment by Contractor includes: (i)
Prices, discounts, and options committed to remain in force over a specified period
of time; and (ii) any warranty or representation made by Contractor to HCA or
contained in any Contractor publications, or descriptions of services in written or
other communication medium, used to influence HCA to enter into this Contract.
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SCHEDULE A
Statement of Work
1. Purpose
The Contractor will provide the services and staff, and otherwise do all things necessary for or
incidental to the performance of work, as set forth below in Option 1, Option 2 or Option 3.
Contractors must only participate in either supported employment or supportive housing fidelity
deliverable activity, not both.
Completion of deliverables will be based on receipt and acceptance of reports and documents
established in the Deliverables and Payment Charts, and approval of HCA Contract
Manager. The total amount of funding designated by this Contract is inclusive of travel
expenses.
2. Background
As required by the Washington State Legislature in the 2013 Bill 2SSB 5732, providers of
Foundational Community Supports (FCS) supported employment services and supportive
housing services legislatively mandated to provide service through the evidence -based and
research -based Individual Placement and Support (IPS) model; the intent of which will result in
improved services and outcomes for people enrolled in FCS supported employment. The FCS
program works to achieve improved outcomes in supported employment by a) offering
comprehensive training on these evidence -based practices, and b) conducting fidelity reviews to
help identify areas for continuous improvement to the Individual Placement and Support model.
The HCA Division of Behavioral Health and Recovery is seeking agency staff that have an
interest in being part of a fidelity reviewer team or hosting a fidelity review. The first step to
receiving a contract for either alternative is to attend fidelity reviewer training.
3. Work Expectations
For all options included in this Contract, Contractor may facilitate reviews in person, or a virtual,
or hybrid environment, upon approval of HCA Contract Manager.
F-1 Option 1: Fidelity Reviewer
Option 1 Definition: Participate in a fidelity review of existing FCS, PSH or SE services; by
assigning staff to participate in two (2) fidelity reviews based on the HCA Contract Manager
approval. Maximum Compensation of $7,500 will be paid for active participation in two (2)
reviews. The time commitment for each review will be approximately 30 hours. This may include
a pre -planning call(s), attending interviews and appointments that are part of the review,
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reviewing documents, participating in consensus scoring, writing a draft portion of the report, and
assisting to edit the draft report. The expectation is for Contractor to complete two (2) reviews.
Deliverables
Due Date
Maximum Payment
Option 1:
July 31,
$7,500 total, upon
a) Actively participate in two (2) fidelity reviews of
2023
completion of both
existing FCS, PSH or SE services as a reviewer.
reviews
b) Assist in editing the report draft and participate in pre-
planning call(s) for the fidelity review.
c) Participate in all interviews and activities during the
fidelity review.
d) Travel to other agencies if social distancing measures
allow. If travel is needed, coordination will occur
within your own organization and is already included in
reimbursement costs associated with this project.
e) Read preliminary documentation for the review such
as chart reviews, marketing materials, etc.
f) Develop recommendations for the improvement of SE
or SH services/write in draft form a portion of the
report.
g) Participate and provide consensus input on scoring.
h) Assist in editing the report draft.
TOTAL for Option 1, Fidelity Reviewer
$7,500
® option 2: Baseline
Option 2 Definition: Participate in an internal baseline fidelity review and send one (1) staff as a
reviewer to a separate review of another agency. The Contractor agrees to host a multiple day
review lead by the HCA state Fidelity Reviewer and team of individuals from other regions across
Washington. In addition, assign one (1) individual staff to participate as a reviewer in one (1)
fidelity review for the purpose of learning the EBP principles associated with PSH or SE services.
Maximum Compensation for Option 2 is $7,500.
The time commitment for participating as a reviewer on a review team is approximately 30 hours.
This may include a pre -planning call(s), attending interviews and appointments that are part of
the review, reviewing documents, participating in consensus scoring, writing a draft portion of the
report, and assisting to edit the draft report.
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Deliverables
Due Date
Maximum
Payment
Option 2
No less than two (2)
One (1) at
a) Participate in an internal baseline fidelity
Weeks prior to the fidelity
$7,500
review.
review.
b) Participate in apre-planning call(s) for
the fidelity review.
c) Schedule interviews with personnel,
consumers, and key stakeholders
pertinent to the fidelity review.
d) Completed fidelity schedule, requested
data and submit to the HCA lead
reviewer.
e) Provide a schedule with interview names
Within two (2) weeks
to the HCA state trainer.
of the fidelity review.
fl Provide materials that support the
Within two (2) weeks
components of the fidelity review.
prior to the fidelity
review.
g) In addition, the lead reviewer will assign
July 31, 2023
one (1) individual staff to participate in
one (1) fidelity review for purposes of
learning the principles of EBP associated
with PSH or SE services that are
provided.
h) Participate through consensus scoring
and fidelity report writing led be HCA
lead fidelity reviewer.
TOTAL for Option 2, Baseline
$7,500
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❑ Option 3: Follow Up
Option 3 Definition: Participate in an internal follow up fidelity review by agreeing to host a two (2)
day review led by state fidelity reviewer and team of individuals from other regions across
Washington. Only agencies that serve individuals with behavioral health conditions and have had
a baseline review with HCA will be eligible for a follow up review. Maximum Compensation for
Option 3 is $5,000.
Deliverable
Due Date
Maximum
Payment
a) Participate in one (1) internal follow-up
July 31, 2023
One (1) at $5,000
fidelity review:
for a total of $5,000
b) Participate in pre -planning call(s) for the
fidelity review.
c) Schedule interviews with personnel,
consumers, and key stakeholders
pertinent to the fidelity review.
d) Provide a schedule, via email, with
interview names to the HCA state
trainer at least two (2) weeks prior to the
review.
e) Provide materials and data
electronically that support the
components of the fidelity review to the
HCA Contract Manager two (2) weeks in
advance.
TOTAL for Option 3, Follow Up
$5,000
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