Attachment A - Sample Contract.pdf

DSHS Central Contracts and Legal Services Page 1 3022TS-48 DCS Alternative Payment Services (9-22-2017)

PURCHASED SERVICE CONTRACT

DCS Alternative Payment Services

DSHS Contract Number:

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Resulting From Competition Number:

Competition Exempt

This Contract is between the State of Washington Department of Social and Health Services (DSHS) and the Contractor identified below, and is governed by chapter 39.26 RCW.

Contractor Contract Number:

CONTRACTOR NAME

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CONTRACTOR doing business as (DBA) Click here to enter text.

CONTRACTOR ADDRESS

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WASHINGTON UNIFORM

BUSINESS IDENTIFIER (UBI)

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DSHS INDEX NUMBER

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CONTRACTOR CONTACT

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CONTRACTOR TELEPHONE

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CONTRACTOR FAX

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CONTRACTOR E-MAIL ADDRESS

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DSHS ADMINISTRATION

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DSHS DIVISION

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DSHS CONTRACT CODE

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DSHS CONTACT NAME AND TITLE

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DSHS CONTACT ADDRESS

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DSHS CONTACT TELEPHONE

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DSHS CONTACT FAX

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DSHS CONTACT E-MAIL ADDRESS

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IS THE CONTRACTOR A SUBRECIPIENT FOR PURPOSES OF THIS CONTRACT?

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CFDA NUMBERS

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CONTRACT START DATE

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CONTRACT END DATE

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CONTRACT MAXIMUM AMOUNT

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EXHIBITS. The following Exhibits are attached and are incorporated into this Contract by reference:

Data Security: Exhibit A – Data Security Requirements Other Exhibits (specify):

The terms and conditions of this Contract are an integration of and constitute the final, entire and exclusive understanding of the agreement between the parties, superseding and merging all previous agreements, writings, and communications between the parties made prior to or at the signing of this Contract. The parties signing below warrant they have read and understand this Contract, and have authority to enter into this Contract.

CONTRACTOR SIGNATURE

PRINTED NAME AND TITLE

DATE SIGNED

DSHS SIGNATURE

PRINTED NAME AND TITLE

Ann Polanco, Key Contracts Coordinator Department of Social and Health Services Division of Child Support

DATE SIGNED

PolanAn Typewritten Text #1745-662

ATTACHMENT A - SAMPLE CONTRACT

General Terms and Conditions

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1. Definitions. The words and phrases listed below, as used in this Contract, shall each have the following definitions:

a. “Central Contracts and Legal Services” means the DSHS central headquarters contracting office, or successor section or office.

b. “Confidential Information” or “Data” means information that is exempt from disclosure to the public or other unauthorized persons under RCW 42.56 or other federal or state laws. Confidential Information includes, but is not limited to, Personal Information.

c. “Contract” or “Agreement” means the entire written agreement between DSHS and the Contractor, including any Exhibits, documents, or materials incorporated by reference. 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. “CCLS Chief” means the manager, or successor, of Central Contracts and Legal Services or successor section or office.

e. “Contractor” means 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 stated in this Contract. For purposes of any permitted Subcontract, “Contractor” includes any Subcontractor and its owners, members, officers, directors, partners, employees, and/or agents.

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

g. “DSHS” or the “Department” means the state of Washington Department of Social and Health Services and its employees and authorized agents.

h. “Encrypt” means to encode Confidential Information into a format that can only be read by those possessing a “key”; a password, digital certificate or other mechanism available only to authorized users. Encryption must use a key length of at least 128 bits.

i. “Personal Information” means information identifiable to any person, including, but not limited to, information that relates to a person’s name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, Social Security Numbers, driver license numbers, other identifying numbers, and any financial identifiers.

j. “Physically Secure” means that access is restricted through physical means to authorized individuals only.

k. “Program Agreement” means an agreement between the Contractor and DSHS containing special terms and conditions, including a statement of work to be performed by the Contractor and payment to be made by DSHS.

l. “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/.

m. “Regulation” means any federal, state, or local regulation, rule, or ordinance.

n. “Secured Area” means an area to which only authorized representatives of the entity possessing

DSHS Central Contracts and Legal Services Page 3 the Confidential Information have access. Secured Areas may include buildings, rooms or locked storage containers (such as a filing cabinet) within a room, as long as access to the Confidential Information is not available to unauthorized personnel.

o. “Subcontract” means any separate agreement or contract between the Contractor and an individual or entity (“Subcontractor”) to perform all or a portion of the duties and obligations that the Contractor is obligated to perform pursuant to this Contract.

p. “Tracking” means a record keeping system that identifies when the sender begins delivery of Confidential Information to the authorized and intended recipient, and when the sender receives confirmation of delivery from the authorized and intended recipient of Confidential Information.

q. “Trusted Systems” include only the following methods of physical delivery: (1) hand-delivery by a person authorized to have access to the Confidential Information with written acknowledgement of receipt; (2) United States Postal Service (“USPS”) first class mail, or USPS delivery services that include Tracking, such as Certified Mail, Express Mail or Registered Mail; (3) commercial delivery services (e.g. FedEx, UPS, DHL) which offer tracking and receipt confirmation; and (4) the Washington State Campus mail system. For electronic transmission, the Washington State Governmental Network (SGN) is a Trusted System for communications within that Network.

r. “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/.

2. Amendment. This Contract may only be modified by a written amendment signed by both parties. Only personnel authorized to bind each of the parties may sign an amendment.

3. Assignment. The Contractor shall not assign this Contract or any Program Agreement to a third party without the prior written consent of DSHS.

4. Billing Limitations.

a. DSHS shall pay the Contractor only for authorized services provided in accordance with this Contract.

b. DSHS shall not pay any claims for payment for services submitted more than twelve (12) months after the calendar month in which the services were performed.

c. The Contractor shall not bill and DSHS shall not pay for services performed under this Contract, if the Contractor has charged or will charge another agency of the state of Washington or any other party for the same services.

5. Compliance with Applicable Law. At all times during the term of this Contract, the Contractor shall comply with all applicable federal, state, and local laws and regulations, including but not limited to, nondiscrimination laws and regulations.

6. Confidentiality.

a. The Contractor shall not use, publish, transfer, sell or otherwise disclose any Confidential Information gained by reason of this Contract for any purpose that is not directly connected with Contractor’s performance of the services contemplated hereunder, except:

(1) as provided by law; or, DSHS Central Contracts and Legal Services Page 4

(2) in the case of Personal Information, with the prior written consent of the person or personal representative of the person who is the subject of the Personal Information.

b. The Contractor shall protect and maintain all Confidential Information gained by reason of this Contract against unauthorized use, access, disclosure, modification or loss. This duty requires the Contractor to employ reasonable security measures, which include restricting access to the Confidential Information by:

(1) Allowing access only to staff that have an authorized business requirement to view the Confidential Information.

(2) Physically Securing any computers, documents, or other media containing the Confidential Information.

(3) Ensure the security of Confidential Information transmitted via fax (facsimile) by:

(a) Verifying the recipient phone number to prevent accidental transmittal of Confidential Information to unauthorized persons.

(b) Communicating with the intended recipient before transmission to ensure that the fax will be received only by an authorized person.

(c) Verifying after transmittal that the fax was received by the intended recipient.

(4) When transporting six (6) or more records containing Confidential Information, outside a Secured Area, do one or more of the following as appropriate:

(a) Use a Trusted System.

(b) Encrypt the Confidential Information, including:

i. Encrypting email and/or email attachments which contain the Confidential Information.

ii. Encrypting Confidential Information when it is stored on portable devices or media, including but not limited to laptop computers and flash memory devices.

Note: If the DSHS Data Security Requirements Exhibit is attached to this contract, this item, 6.b.(4), is superseded by the language contained in the Exhibit.

(5) Send paper documents containing Confidential Information via a Trusted System.

(6) Following the requirements of the DSHS Data Security Requirements Exhibit, if attached to this contract.

c. Upon request by DSHS, at the end of the Contract term, or when no longer needed, Confidential Information shall be returned to DSHS or Contractor shall certify in writing that they employed a DSHS approved method to destroy the information. Contractor may obtain information regarding approved destruction methods from the DSHS contact identified on the cover page of this Contract.

d. Paper documents with Confidential Information may be recycled through a contracted firm, provided the contract with the recycler specifies that the confidentiality of information will be protected, and the information destroyed through the recycling process. Paper documents containing Confidential Information requiring special handling (e.g. protected health information) must be destroyed on-site through shredding, pulping, or incineration.

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e. Notification of Compromise or Potential Compromise. The compromise or potential compromise of Confidential Information must be reported to the DSHS Contact designated on the contract within one (1) business day of discovery. Contractor must also take actions to mitigate the risk of loss and comply with any notification or other requirements imposed by law or DSHS.

7. Debarment Certification. The Contractor, by signature to this Contract, certifies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency from participating in transactions (Debarred). The Contractor also agrees to include the above requirement in any and all Subcontracts into which it enters. The Contractor shall immediately notify DSHS if, during the term of this Contract, Contractor becomes Debarred. DSHS may immediately terminate this Contract by providing Contractor written notice if Contractor becomes Debarred during the term hereof.

8. Governing Law and Venue. This Contract shall be construed and interpreted in accordance with the laws of the state of Washington and the venue of any action brought hereunder shall be in Superior Court for Thurston County.

9. Independent Contractor. The parties intend that an independent contractor relationship will be created by this Contract. The Contractor and his or her employees or agents performing under this Contract are not employees or agents of the Department. The Contractor, his or her employees, or agents performing under this Contract will not hold himself/herself out as, nor claim to be, an officer or employee of the Department by reason hereof, nor will the Contractor, his or her employees, or agent make any claim of right, privilege or benefit that would accrue to such officer or employee.

10. Inspection. The Contractor shall, at no cost, provide DSHS and the Office of the State Auditor with reasonable access to Contractor’s place of business, Contractor’s records, and DSHS client records, wherever located. These inspection rights are intended to allow DSHS and the Office of the State Auditor to monitor, audit, and evaluate the Contractor’s performance and compliance with applicable laws, regulations, and these Contract terms. These inspection rights shall survive for six (6) years following this Contract’s termination or expiration.

11. Maintenance of Records. The Contractor shall maintain records relating to this Contract and the performance of the services described herein. The records include, but are not limited to, accounting procedures and practices, which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Contract. All records and other material relevant to this Contract shall be retained for six (6) years after expiration or termination of this Contract.

Without agreeing that litigation or claims are legally authorized, if any litigation, claim, or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved.

12. Order of Precedence. In the event of any inconsistency or conflict between the General Terms and Conditions and the Special Terms and Conditions of this Contract or any Program Agreement, the inconsistency or conflict shall be resolved by giving precedence to these General Terms and Conditions. Terms or conditions that are more restrictive, specific, or particular than those contained in the General Terms and Conditions shall not be construed as being inconsistent or in conflict.

13. Severability. If any term or condition of this Contract is held invalid by any court, the remainder of the Contract remains valid and in full force and effect.

14. Survivability. The terms and conditions contained in this Contract or any Program Agreement which, by their sense and context, are intended to survive the expiration or termination of the particular agreement shall survive. Surviving terms include, but are not limited to: Billing Limitations;

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Confidentiality, Disputes; Indemnification and Hold Harmless, Inspection, Maintenance of Records, Notice of Overpayment, Ownership of Material, Termination for Default, Termination Procedure, and Treatment of Property.

15. Contract Renegotiation, Suspension, or Termination Due to Change in Funding.

If the funds DSHS relied upon to establish this Contract or Program Agreement are 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 or Program Agreement:

a. At DSHS’s discretion, the Contract or Program Agreement may be renegotiated under the revised funding conditions.

b. At DSHS’s discretion, DSHS may give notice to Contractor to suspend performance when DSHS determines that there is reasonable likelihood that the funding insufficiency may be resolved in a timeframe that would allow Contractor’s performance to be resumed prior to the normal completion date of this contract.

(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.

(2) When DSHS determines that the funding insufficiency is resolved, it will give Contractor written notice to resume performance. Upon the receipt of this notice, Contractor will provide written notice to DSHS informing DSHS whether it can resume performance and, if so, the date of resumption. For purposes of this subsubsection, “written notice” may include email.

(3) If the Contractor’s proposed resumption date is not acceptable to DSHS and an acceptable date cannot be negotiated, DSHS 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. DSHS shall be liable only for payment in accordance with the terms of this Contract for services rendered prior to the retroactive date of termination.

c. DSHS may immediately terminate this Contract by providing written notice to the Contractor. The termination shall be effective on the date specified in the termination notice. DSHS shall 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 shall accrue to DSHS in the event the termination option in this section is exercised.

16. Waiver. Waiver of any breach or default on any occasion shall not be deemed to be a waiver of any subsequent breach or default. Any waiver shall not be construed to be a modification of the terms and conditions of this Contract. Only the CCLS Chief or designee has the authority to waive any term or condition of this Contract on behalf of DSHS.

Additional General Terms and Conditions – Purchased Service Contracts:

17. Advance Payment. DSHS shall not make any payments in advance or anticipation of the delivery of services to be provided pursuant to this Contract.

18. Construction. The language in this Contract shall be interpreted as to its fair meaning and not strictly for or against any party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Contract.

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19. Contractor Certification Regarding Ethics. The Contractor certifies that the Contractor is now, and shall remain, in compliance with Chapter 42.52 RCW, Ethics in Public Service, throughout the term of this Contract.

20. Health and Safety. Contractor shall perform any and all of its obligations under this Contract in a manner that does not compromise the health and safety of any DSHS client with whom the Contractor has contact.

21. Indemnification and Hold Harmless.

a. The Contractor shall be responsible for and shall indemnify, defend, and hold DSHS harmless from any and all claims, costs, charges, penalties, demands, losses, liabilities, damages, judgments, or fines, of whatsoever kind of nature, arising out of or relating to a) the Contractor’s or any Subcontractor’s performance or failure to perform this Contract, or b) the acts or omissions of the Contractor or any Subcontractor.

b. The Contractor’s duty to indemnify, defend, and hold DSHS harmless from any and all claims, costs, charges, penalties, demands, losses, liabilities, damages, judgments, or fines shall include DSHS’ personnel-related costs, reasonable attorney’s fees, court costs, and all related expenses.

c. The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend, and hold harmless the State and its agencies, officials, agents, or employees.

d. Nothing in this term shall be construed as a modification or limitation on the Contractor’s obligation to procure insurance in accordance with this Contract or the scope of said insurance.

22. Industrial Insurance Coverage. The Contractor shall comply with the provisions of Title 51 RCW, Industrial Insurance. If the Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees, as may be required by law, Agency may collect from the Contractor the full amount payable to the Industrial Insurance accident fund. The Agency may deduct the amount owed by the Contractor to the accident fund from the amount payable to the Contractor by the Agency under this contract, and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I’s rights to collect from the Contractor.

23. Publicity The Contractor shall not name DSHS as a customer, nor use any information related to this Contract, in any format or media, in any Contractor’s advertising or publicity without prior written consent from the DSHS.

24. Notice of Overpayment. If the Contractor receives a vendor overpayment notice or a letter communicating the existence of an overpayment from DSHS, the Contractor may protest the overpayment determination by requesting an adjudicative proceeding. The Contractor’s request for an adjudicative proceeding must:

a. Be received by the Office of Financial Recovery (OFR) at Post Office Box 9501, Olympia, Washington 98507-9501, within twenty-eight (28) calendar days of service of the notice;

b. Be sent by certified mail (return receipt) or other manner that proves OFR received the request;

c. Include a statement as to why the Contractor thinks the notice is incorrect; and

d. Include a copy of the overpayment notice.

Timely and complete requests will be scheduled for a formal hearing by the Office of Administrative

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Hearings. The Contractor may be offered a pre-hearing or alternative dispute resolution conference in an attempt to resolve the overpayment dispute prior to the hearing.

Failure to provide OFR with a written request for a hearing within twenty-eight (28) days of service of a vendor overpayment notice or other overpayment letter will result in an overpayment debt against the Contractor. DSHS may charge the Contractor interest and any costs associated with the collection of this overpayment. DSHS may collect an overpayment debt through lien, foreclosure, seizure and sale of the Contractor’s real or personal property; order to withhold and deliver; or any other collection action available to DSHS to satisfy the overpayment debt.

25. Site Security. While providing services at a DSHS location, the Contractor, its agents, employees, or Subcontractors shall conform in all respects with physical, fire, or other security regulations specific to the DSHS location.

26. Subcontracting. Except as otherwise provided in this Contract, the Contractor shall not Subcontract any of the contracted services without the prior written approval of DSHS. Contractor is responsible to ensure that all terms, conditions, assurances and certifications set forth in this Contract are included in any and all Subcontracts. Any failure of Contractor or its Subcontractors to perform the obligations of this Contract shall not discharge the Contractor from its obligations hereunder or diminish DSHS’ rights or remedies available under this Contract.

27. Termination for Convenience. DSHS may terminate this Contract in whole or in part when it is in the best interest of DSHS by giving the Contractor at least thirty (30) calendar days’ written notice.

28. Termination for Default. The Contracts Administrator may immediately terminate this Contract for default, in whole or in part, by written notice to the Contractor if DSHS has a reasonable basis to believe that the Contractor has:

a. Failed to meet or maintain any requirement for contracting with DSHS;

b. Failed to protect the health or safety of any DSHS client;

c. Failed to perform under, or otherwise breached, any term or condition of this Contract; and/or

d. Violated any applicable law or regulation.

e. If it is later determined that the Contractor was not in default, the termination shall be considered a termination for convenience.

29. Termination or Expiration Procedure. The following terms and conditions apply upon Contract termination or expiration:

a. The Contractor shall cease to perform any services required by this Contract as of the effective date of termination or expiration.

b. If the Contract is terminated, the Contractor shall comply with all instructions contained in the termination notice.

c. The Contractor shall immediately deliver to the DSHS contact named on page one of this Contract, or to his or her successor, all DSHS property in the Contractor’s possession. The Contractor grants DSHS the right to enter upon the Contractor’s premises for the sole purpose of recovering any DSHS property that the Contractor fails to return within ten (10) calendar days of the effective date of termination or expiration of this Contract. Upon failure to return DSHS property within ten (10) calendar days, the Contractor shall be charged with all reasonable costs of recovery, including

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d. DSHS shall be liable only for payment required under the terms of this Contract for service rendered up to the effective date of termination or expiration.

e. DSHS may withhold a sum from the final payment to the Contractor that DSHS determines necessary to protect DSHS against loss or additional liability.

f. The rights and remedies provided to DSHS in this Section are in addition to any other rights and remedies provided at law, in equity, and/or under this Contract, including consequential and incidental damages.

30. Treatment of Property. All property purchased or furnished by DSHS for use by the Contractor during this Contract term shall remain with DSHS. Title to all property purchased or furnished by the Contractor for which the Contractor is entitled to reimbursement by DSHS under this Contract shall pass to and vest in DSHS. The Contractor shall protect, maintain, and insure all DSHS property in its possession against loss or damage and shall return DSHS property to DSHS upon Contract termination or expiration.

31. Taxes.

a. Where required by statute or regulation, Contractor shall pay for and maintain in current status all taxes that are necessary for Contract performance. DSHS will pay sales or use taxes, if any, imposed on the services and materials acquired hereunder. Contractor must pay all other taxes including without limitation 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. DSHS, as an agency of Washington State government, is exempt from property tax.

b. 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 in accordance with the requirements of Title 82 RCW and Title 458 WAC. Out-of-state Contractors must contact the Department of Revenue to determine whether they meet criteria to register and establish an account with the Department of Revenue. Refer to WAC 458-20-101 (Tax registration and tax reporting) and call the Department of Revenue at 800-647-7706 for additional information. When out-of-state Contractors are not required to collect and remit sales tax, DSHS shall be responsible for paying use tax, if applicable, directly to the Department of Revenue.

c. All payments accrued on account of payroll taxes, unemployment contributions, any other taxes, insurance, or other expenses for Contractor or Contractor’s staff shall be Contractor’s sole responsibility.

http://apps.leg.wa.gov/rcw/default.aspx?Cite=82 http://apps.leg.wa.gov/wac/default.aspx?cite=458

Special Terms and Conditions

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1. Definitions Specific to Special Terms: The words and phrases listed below, as used in this Contract, shall each have the following definitions:

a. “ACH” means Automated Clearing House.

b. “CFR” means Code of Federal Regulations.

c. “DCS” means Division of Child Support, a division of the Economic Services Administration (ESA) under the Department of Social and Health Services (DSHS), which is responsible for the establishment, collection and distribution of child support in Washington State.

d. “Department” means the Department of Social and Health Services and the Division of Child Support.

e. “ESA” means the DSHS Economic Services Administration.

f. “NACHA” or “NACHA - The Electronic Payments Association” means the organization responsible for governing rules and regulations of electronic payments.

g. “OFAC” means the Office of Foreign Asset Control which is an agency of the United States Department of the Treasury under the auspices of the Under Secretary of the Treasury for Terrorism and Financial Intelligence. OFAC administers and enforces economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign states, organizations, and individuals.

h. “OFM” means the Washington State, Office of Financial Management.

i. “PCI-DSS” means the Payment Card Industry Data Security Standard is a worldwide information security standard assembled by the Payment Card Industry Security Standards Council (PCI SSC).

j. “Single Point of Contact” means a toll-free number for access to the Contractors staff that are dedicated, in whole or in part, to business conducted by DCS. Contact information for staff person or unit staff available to assist DCS with service issues. For DCS Customers, a toll-free number to the Contractors staff familiar with the Alternate Payment Option program and capable to resolve customer issues.

k. “USC” means the United States Code. All references to USC chapters or sections shall include any successor, amended, or replacement regulation.

2. Purpose: This Contract’s purpose is for the Contractor to accept and remit child support payments on behalf of the Washington State Division of Child Support, Department of Social and Health Services, (DSHS/DCS), per incorporation of RFA # .

3. Statement of Work: The Contractor shall provide the services and staff, and otherwise do all things necessary for or incidental to the performance of the work, as set forth below:

The Contractor shall receipt funds from payers, collect necessary identifying and account information from the payer and electronically transfer the funds and payment remittance details to DSHS/DCS in the NACHA – The Electronic Payments Association, approved specific child support Corporate Credit or Debit plus addenda (CCD+) or Corporate Trade Exchange (CTX) Automated Clearing House (ACH) file format and transfer method. All funds must be received by DSHS/DCS in U.S. Dollars and DSHS/DCS will give credit to the payer on the date funds and payment details are received and properly identified by DSHS/DCS.

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a. Receipt of Funds. The Contractor shall receipt funds from payers, collect necessary identifying and account information from the payer, then provide a receipt of payment to payer with the following language:

(1) Payment Credit. Payer will receive credit when 100% of funds are received and properly identified by DSHS/DCS. Payment is required to be transferred to DSHS/DCS no later than two

(2) business days.

(2) Foreign Currency Payment Credit. Payments made in foreign currencies shall be recorded with the type and amount of currency received, source and exchange rate used for conversion on the date funds are received from the customer, and final U.S. dollar amount to be remitted to

DSHS/DCS.

b. Fees. The Contractor shall prominently post and publish the fee schedule for services provided to payers; fees will be charged to payers and will be consistent from customer to customer; no set-up or ongoing costs to DSHS/DCS.

c. Chargebacks. The Contractor is solely responsible for any chargeback or returned funds, including, but not limited to recovery of funds and any additional service fees from the customer.

d. Remittance - Transfer of Funds:

(1) Transfer timeframe - The Contractor shall guarantee that 100% of all funds are electronically transferred to DSHS/DCS bank account in U.S. Dollars and within two (2) business days of receipt.

(2) Payment remittance information and format - The Contractor shall ensure that all funds are transferred in the NACHA – The Electronic Payments Association approved specific child support Corporate Credit or Debit plus addenda (CCD+) or Corporate Trade Exchange (CTX) format Automated Clearing House (ACH) file format and transfer method.

e. Service Types (Specific types of alternate payment services to be provided by Contractor):

f. Service Locations: The Contractor shall provide services in the following geographic locations:

g. Contractor Reports:

(1) The Contractor shall provide DSHS/DCS daily reports regarding child support payments received – data to be collected:

(a) Payer name;

(b) Address;

(c) Phone number;

(d) Email address (if available);

(e) Payer’s DCS Account number;

(f) Number of payments received;

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(g) Amount of each payment;

(h) Total amount received; and

(i) Payment source.

(2) Upon request from DSHS/DCS, Contractors must provide payer information, e.g., copy of payment instrument, address/phone number provided, copy of receipt provided to the payer, and any other details or records reasonably determined by DSHS/DCS to be relevant. The Contractor must provide requested information within ten (10) calendar days from date of request, without charge to DSHS/DCS.

(3) DSHS reserves the right to request additional reports at no charge, within an agreed upon timeframe.

h. Compliance. As a condition of this contract:

(1) The Contractor must maintain compliance, throughout the contract period, with ACH rules as set forth by NACHA – The Electronic Payments Association regarding electronic payments, the laws of the United States including OFAC sanctions, the Credit Card Associations (VISA, MasterCard, Discover and American Express), and federal rules under Regulation E and Regulation Z as applicable to the services they are providing.

(2) The Contractor must be in compliance with Data Security requirements of the Payment Card Industry Data Security Standard (PCI-DSS).

(3) Failure to maintain compliance with either the ACH Rules or the PCI-DSS Data Security Requirements shall result in an immediate termination of this Contract for default.

(4) Contractor is required to allow DSHS/DCS inspection of documents, policies and procedures related to monitoring of the program requirements, upon request.

(5) Contractor shall comply with resolution of any monitoring findings within a specific agreed upon time frame.

i. Data Security and Confidentiality: Contractor is responsible for protecting information received pursuant to any agreement with the DSHS/DCS, from unauthorized disclosure. Any customer information received on behalf of and/or from DSHS/DCS is confidential, pursuant to the provisions of RCW 26.23.120. Re-disclosure of information under this agreement is prohibited under 42 USC 654(26).

(1) All DCS Payer Information shall be used for purposes of transmitting child support payments only.

(2) Exhibit A, Data Security Requirements, outlines Contractor responsibility for data/document destruction.

(3) Payer data shall be retained by the Contractor throughout the length of the contract period, regardless of payer status; active or inactive.

j. Maintenance of Equipment: All Contractor equipment, to include hardware and/or software; such as, kiosks, Contractor websites, telephone lines, etc. will be the responsibility of the Contractor and Contractor shall bear the costs of maintenance and repairs.

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k. Customer Service:

(1) The Contractor shall have a Payer/Vendor dispute resolution process in place.

(2) The Contractor shall provide access to a single point of contact for both Payers and DSHS/DCS staff.

(3) Customer Service availability and Point of Contact shall be required, at a minimum for the following:

(a) DSHS/DCS staff - Monday through Friday, 8:00 a.m. – 5:00 p.m., Pacific Time.

(b) Payers - Monday through Sunday, 7:00 a.m. – 7:00 p.m. Pacific Time.

(c) Point of contact does not have to be the same for both DSHS/DCS staff and payers.

(d) Point of contact shall be reachable via phone, to include a toll-free number, fax and email.

(e) Contractor shall provide all necessary customer service information for DCS staff and payers, within five business days of contract start date. Contractor shall provide updates to their customer service information as changes occur.

4. Consideration. The Department shall not pay any fees associated with this contract or service.

5. Insurance

The Contractor shall at all times comply with the following insurance requirements.

a. General Liability Insurance

The Contractor shall maintain Commercial General Liability Insurance, or Business Liability Insurance, including coverage for bodily injury, property damage, and contractual liability, with the following minimum limits: Each Occurrence - $1,000,000; General Aggregate - $2,000,000. The policy shall include liability arising out of the parties’ performance under this Contract, including but not limited to premises, operations, independent contractors, products-completed operations, personal injury, advertising injury, and liability assumed under an insured contract. The State of Washington, Department of Social & Health Services (DSHS), its elected and appointed officials, agents, and employees of the state, shall be named as additional insureds.

In lieu of general liability insurance mentioned above, if the contractor is a sole proprietor with less than three contracts, the contractor may choose one of the following three general liability policies but only if attached to a professional liability policy, and if selected the policy shall be maintained for the life of the contract:

Supplemental Liability Insurance, including coverage for bodily injury and property damage that will cover the contractor wherever the service is performed with the following minimum limits: Each Occurrence - $1,000,000; General Aggregate - $2,000,000. The State of Washington, Department of Social & Health Services (DSHS), its elected and appointed officials, agents, and employees shall be named as additional insured’s.

or

Workplace Liability Insurance, including coverage for bodily injury and property damage that provides coverage wherever the service is performed with the following minimum limits: Each

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Occurrence - $1,000,000; General Aggregate - $2,000,000. The State of Washington, Department of Social & Health Services (DSHS), its elected and appointed officials, agents, and employees of the state, shall be named as additional insured’s.

or

Premises Liability Insurance and provide services only at their recognized place of business, including coverage for bodily injury, property damage with the following minimum limits: Each Occurrence - $1,000,000; General Aggregate - $2,000,000. The State of Washington, Department of Social & Health Services (DSHS), its elected and appointed officials, agents, and employees of the state, shall be named as additional insured.

b. Worker’s Compensation

The Contractor shall comply with all applicable Worker’s Compensation, occupational disease, and occupational health and safety laws and regulations. The State of Washington and DSHS shall not be held responsible for claims filed for Worker's Compensation under RCW 51 by the Contractor or its employees under such laws and regulations.

c. Employees and Volunteers

Insurance required of the Contractor under the Contract shall include coverage for the acts and omissions of the Contractor’s employees and volunteers. In addition, the Contractor shall ensure that all employees and volunteers who use vehicles to transport clients or deliver services have personal automobile insurance and current driver’s licenses.

d. Subcontractors

The Contractor shall ensure that all subcontractors have and maintain insurance with the same types and limits of coverage as required of the Contractor under the Contract.

e. Separation of Insureds

All insurance policies shall include coverage for cross liability and contain a “Separation of Insureds” provision.

f. Insurers

The Contractor shall obtain insurance from insurance companies identified as an admitted insurer/carrier in the State of Washington, with a Best’s Reports’ rating of B++, Class VII, or better.

Surplus Lines insurance companies will have a rating of A-, Class VII, or better.

g. Evidence of Coverage

The Contractor shall upon request by the DSHS point of contact submit a copy of the Certificate of Insurance, policy, and additional insured endorsement for each coverage required of the Contractor under this Contract. The Certificate of Insurance shall identify the Washington State Department of Social and Health Services as the Certificate Holder. A duly authorized representative of each insurer, showing compliance with the insurance requirements specified in this Contract, shall execute each Certificate of Insurance.

The Contractor shall maintain copies of Certificates of Insurance, policies, and additional insured endorsements for each subcontractor as evidence that each subcontractor maintains insurance as

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h. Material Changes

The insurer shall give the DSHS point of contact listed on page one of this Contract 45 days advance written notice of cancellation or non-renewal. If cancellation is due to non-payment of premium, the insurer shall give DSHS 10 days advance written notice of cancellation.

i. General

By requiring insurance, the State of Washington and DSHS do not represent that the coverage and limits specified will be adequate to protect the Contractor. Such coverage and limits shall not be construed to relieve the Contractor from liability in excess of the required coverage and limits and shall not limit the Contractor’s liability under the indemnities and reimbursements granted to the State and DSHS in this Contract. All insurance provided in compliance with this Contract shall be primary as to any other insurance or self-insurance programs afforded to or maintained by the State.

j. Waiver

The Contractor waives all rights, claims and causes of action against the State of Washington and DSHS for the recovery of damages to the extent said damages are covered by insurance maintained by Contractor.

k. Professional Liability Insurance (PL)

The Contractor shall maintain Professional Liability Insurance or Errors & Omissions insurance, including coverage for losses caused by errors and omissions, with the following minimum limits:

Each Occurrence - $1,000,000; Aggregate - $2,000,000.

6. Additional Indemnification and Hold Harmless

In following requirements are in addition to those outlined in this Contract’s General Terms and Conditions.

a. The Contractor agrees to be responsible for full risk of loss for any funds received for child support payments on behalf of the Washington State Division of Child Support, Department of Social and Health Services, until remitted to the specified DCS’s bank account.

The Contractor is required to maintain a disaster contingency and disaster recovery plan throughout the contract performance period and shall submit to DSHS/DCS for inspection within thirty (30) days of the contract start date and then again upon request by DSHS/DCS.

(1) Contingency Plan – The Contractor must have in place and must maintain a Contingency Plan for their agency in case of any emergencies (inclement weather, system failure, security breach

– data or theft, etc.) to include 100% transfer of funds and payment detail remittance.

(2) Disaster Recovery Plan – The Contractor must have in place and must maintain a Disaster Recovery Plan that will allow for the continuation of business to include 100% transfer of funds and payment detail remittance and shall submit to DSHS/DCS for inspection upon request.

(3) Resumption of Services – The Contractor must ensure continuity of services and the resumption of full Child Support payment processing operations within twenty-four (24) hours of any service outage.

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b. Bond – Contractor must supply proof of purchase of a bond from a licensed surety listing the State of Washington, DSHS, Economic Services Administration, Division of Child Support as the beneficiary and documenting an extent of coverage of $250,000 at a minimum, except as noted below:

(1) The required dollar amount of bond shall be reassessed by DCS during the first year at six (6) months and again at one (1) year and shall be:

Adjusted, to increase or decrease the required purchase amount of the bond, and shall be based on two (2) times the Contractor/Vendor’s highest monthly receipts over the previous review period.

The Contractor shall, at all times, carry a bond that is equal to or greater than two (2) times the monthly receipts, however, at no time shall the Contractor’s bond be adjusted below $100,000 coverage.

(2) DSHS/DCS shall review this requirement, no less than annually to ensure adequate protection of state funds.

(3) If the Contractors receipts exceeded the bond amount for more than three (3) months, DSHS/DCS at its discretion, may require the bond be equal to five (5) times the highest monthly receipts within the past year.

If a Contractor, who had a bond equal to five (5) times the highest monthly receipts, can show that they have remained below the required Bond amount for one year, DSHS/DCS, at its discretion, may reduce the required bond to be equal to or greater than two (2) times the monthly receipts.

(4) DSHS/DCS, at its discretion, may terminate this Contract for default, if receipts have exceeded the bond amount for more than six (6) months.

(5) It is a requirement of this Contract that adequate coverage must remain in effect throughout the term of this Contract.

No Exceptions – Failure to maintain adequate coverage may result in immediate termination of the contract for default.

7. Settlement to the State.

a. All funds collected are from private individuals payable to DSHS/DCS for the sole purpose of satisfying a child support obligation. At no point in time shall any funds collected be deemed to be “public funds” or “unused general funds.”

b. Funds will be settled through an Automated Clearing House (ACH) transfer of gross receipts payable to DSHS/DCS to the specified DSHS/DCS bank account.

c. The Contractor will provide daily settlement to DSHS/DCS such that the payment and credit records are remitted into the specified DSHS/DCS bank account no later than two (2) business days after the payment and credit records are identified as DSHS/DCS funds.

d. The primary method of transfer shall be through the ACH.

e. Contractor shall assume full responsibility for loss of any funds received for payments on behalf of

DSHS Central Contracts and Legal Services Page 17 the Washington State Division of Child Support until deposited to the specified DSHS/DCS bank account.

8. Disputes. Either party may submit a request for resolution of a contract dispute (rates set by law, regulation or DSHS policy are not disputable). The requesting party shall submit a written statement identifying the issue(s) in dispute and the relative positions of the parties. A request for a dispute resolution must include the Contractor’s name, address, and contract number, and be mailed to the address listed below within thirty (30) calendar days after the party could reasonably be expected to have knowledge of the issue in dispute.

DSHS/Division of Child Support Attn. Ann Polanco PO Box 9162 Olympia, WA 98501

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Exhibit A – Data Security Requirements

1. Definitions. The words and phrases listed below, as used in this Exhibit, shall each have the following definitions:

a. “AES” means the Advanced Encryption Standard, a specification of Federal Information Processing Standards Publications for the encryption of electronic data issued by the National Institute of Standards and Technology (http://nvlpubs.nist.gov/nistpubs/FIPS/NIST.FIPS.197.pdf).

b. “Authorized Users(s)” means an individual or individuals with a business need to access DSHS Confidential Information, and who has or have been authorized to do so.

c. “Business Associate Agreement” means an agreement between DSHS and a contractor who is receiving Data covered under the Privacy and Security Rules of the Health Insurance Portability and Accountability Act of 1996.