Attachment A Sample Contract.pdf

WASHINGTON STATE

Department of Children, Youth, and Families

DCYF Contract Number:

Contract Maximum:

27-1002 $150,000.00

From-To:07/01/2026-06/30/2027

Contract Number: 27-1002 Printed Date: 1/14/2026 Page 1 of 3

CLIENT SERVICE CONTRACT

Community-Based Perinatal Mental Health Promotion

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

CONTRACTOR BUSINESS ADDRESS CONTRACTOR CONTRACT MANAGER

DCYF ADDRESS

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

DCYF PROGRAM CONTRACT MANAGER

THIS CONTRACT CONTRIBUTES TO THE FOLLOWING AGENCY GOALS:

Support all early learning professionals with research-based professional development and resources.

THE PURPOSE OF THIS CONTRACT is to support the development of a systems-wide approach to address child abuse and neglect in Washington with a focus on Perinatal Mood and Anxiety Disorders (PMAD) and support the development of a community-based structure for supporting parents and families experiencing PMAD.

THEREFORE, IT IS MUTUALLY AGREED THAT:

1. CONTRACT MANAGEMENT

a. Contract Managers

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

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

b. Notices

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

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

2. EXHIBITS AND ATTACHMENTS

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

Exhibit A - Statement of Work

Contract Number: 27-1002 Printed Date: 1/14/2026 Page 2 of 3

Exhibit B - Budget Report Exhibit C - Deliverables Report Exhibit D - General Terms and Conditions Attachment 1 - Confidentiality and Non-Disclosure Agreement Attachment 2 - Certification of Data Disposition

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

3. STATEMENT OF WORK

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

4. PERIOD OF PERFORMANCE

The effective date of this contract, shall commence on July 1, 2026 and must be completed on or before June 30, 2027. Performance on this Contract shall not begin before the effective date.

5. COMPENSATION

The cost of accomplishing the work described in this Contract shall not exceed $150,000.00. Any additional authorized expenditures, for which reimbursement is sought, must be submitted as written documentation to the DCYF Contract Manager for pre-approval by the DCYF Secretary or the Secretary's delegate as described in this Contract, and established by a written Contract Amendment. Exhibit B is an actual budget of the costs associated with this Contract. If the Contractor reduces its prices for any of its services during the term of this Contract, DCYF shall receive the immediate benefit of such lower prices for services following the price reduction.

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

6. BILLING PROCEDURE

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

"voucher") to one of the following:

The Department of Children, Youth, and Families Attn:

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

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

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

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

Contract Number: 27-1002 Printed Date: 1/14/2026 Page 3 of 3

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

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

7. SIGNATURES

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

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

DEPARTMENT OF CHILDREN,

YOUTH, AND FAMILIES

Signature Signature

Name Name

Title Title

Date Date

Children, Youth, and Families

DCYF Contract Number:

Contract Maximum:

27-1002 $150,000.00

From-To:07/01/2026-06/30/2027

Contract Number: 27-1002 Printed Date: 1/14/2026 Page 1 of 5

Exhibit A - Statement of Work

Table of Contents

1. DEFINITIONS

2. BACKGROUND

3. INTENT OF THESE SERVICES

4. DELIVERABLES AND OTHER CONTRACT REQUIREMENTS

5. COMPENSATION AND VOUCHER PAYMENT

1. DEFINITIONS

a. Big 3: Means mental health, substance use and domestic violence that impact providers and the families they serve that are addressed through the Maternal, Infant and Early Childhood Home Visiting innovation grant.

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

c. Culturally Responsive: Culture includes the shared social behaviors and norms within a society.

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

d. Culturally Specific: Proactive learning and engagement regarding the distinct cultural practices of others, referencing specific elements that could be recognized as particular to their cultural ways.

e. Cultural Adaptations: Modifications made to practices, customs, or expectations to better accommodate a specific culture's values and norms. This includes providing culturally competent training to staff to ensure a comprehensive understanding of local needs, employing linguistically and culturally specific communication and access strategies, and adjusting intervention methods to align with diverse family structures and belief systems.

f. Department of Children, Youth, and Families (DCYF): Refers to the Department of Children, Youth, and Families.

g. Deliverable: The delivery of prevention services and/or a tangible work product resulting from this contract which is to be documented, described, reported and/or provided to DCYF in the form and manner required by this contract.

h. Non-Clinical Community-Based Providers: Professionals providing services to the general population which includes families in the perinatal period whose position does not require role-specific training, education, accreditation or licensing from a public health organization or other oversight entity.

i. PMAD: Perinatal Mood and Anxiety Disorder.

j. Protective Factors: There are five Protective Factors. These include: knowledge of child development, parental resilience, social connections, concrete supports in time of need, and nurturing and attachment.

k. Strengthening Families Protective Factors Framework (Protective Factors): A framework used in the prevention services fields developed by the Center for the Study of Social Policy.

l. System Level: Positions within communities and organizations who can influence the practices, policies, and procedures of direct service organizations.

2. BACKGROUND

a. Strengthening Families Washington (SFWA) at the DCYF supports optimal child and family development efforts by utilizing the Strengthening Families Protective Factors Framework. These protective factors include: knowledge of child development, parental resilience, social

Contract Number: 27-1002 Printed Date: 1/14/2026 Page 2 of 5 connections, concrete supports, and nurturing and attachment. DCYF directs its CBCAP funding to increase the capacity of programs to implement community programming to increase these protective factors. Our end goal is strong families and reduced child abuse and neglect in Washington State.

b. This funding will support the development of a systems-wide approach to address child abuse and neglect in WA with a focus on Perinatal Mood and Anxiety Disorders (PMAD). It will also support the development of a community-based structure for supporting parents and families experiencing PMAD.

c. DCYF also utilizes our funding to support programs in capacity building by contracting for support to assist programs in further developing the highest quality program evaluation and sustainability plans.

3. INTENT OF THESE SERVICES

a. Contractor shall collaborate with DCYF to design services provided through this contract to support non-clinical community-based providers.

b. Contractor shall not make changes to the key personnel identified for participation in this project without request or approval from DCYF.

(1) Contractor shall ensure a Perinatal Mental Health subject matter expert is directly involved in the contracted activities.

c. Contractor shall do all things necessary for, or related to, the performance of the work in this

Contract as described below:

(1) Collaborate with DCYF to develop a detailed work plan describing the work to be completed this contract term. This will include: activities, outputs, timeline of implementation and staff roles.

(a) The work plan must be reviewed and approved by DCYF before implementation.

(2) Engage in on-going coordination and communication with DCYF. This communication includes, but is not limited to preparation of monthly narrative, ongoing virtual meetings or conversations, and email coordination with DCYF and periodic meetings with DCYF identified staff to provide updates regarding direct service funding and Contract management.

(3) Provide universal knowledge and content expertise regarding PMADs to develop system level approaches. This includes but is not limited to:

(a) Planning and implementing 4 1-hour webinars about PMADs in partnership with

DCYF. Webinars should be scheduled quarterly unless DCYF approves an alternate schedule.

i. When possible, topics presented in the 1-hour webinars should align with

DCYF priorities.

(4) Provide support to communities currently engaged in community-building efforts related to task force support and community planning.

(a) Provide technical assistance to funded communities to plan agendas or facilitation strategies for the required community task force meetings as needed.

i. Contractor is not required to attend community task force meetings.

(b) Develop a detailed plan/approach to support communities to participate in and receive training in PMAD support.

(c) Manage the process, using data, to solicit community interest in the work being done in funded communities.

(d) Participate in developing and supporting the implementation of evaluation in the local communities.

(5) Provide trainings to prevention stakeholders and communities. This includes but is not limited to:

(a) A minimum of two (2) two-day PMAD Overview trainings. These will be trainings open widely to community stakeholders interested in learning more about PMADs.

i. A maximum of one (1) two-day PMAD Overview training may be offered in person.

ii. A two-day PMAD Overview training conducted virtually may be offered in an alternative timeline as long as it provides the same total training hours and content.

(b) A minimum of ten (10) one-day PMAD trainings. These will be trainings offered to communities that are selected for funding, but will be available to community-

Contract Number: 27-1002 Printed Date: 1/14/2026 Page 3 of 5 wide organizations. These trainings may be offered to statewide audiences only after the community has completed outreach and registration.

i. Communities in their first-year of their two-year funding cycle shall receive a PMAD Basics training.

A. All first-year PMAD Basics trainings should be scheduled for the first 6 months of the contract year.

ii. Communities in their second year of the two-year funding cycle may select a community-specific training topic using input from their Taskforce. The topics must still address identification and intervention strategies for non-clinical staff to use with families experiencing a PMAD and must be offered to a full spectrum of community-providers.

(c) A minimum of 2 two-day Group Peer Support (GPS) Facilitator Training for communities that are currently implementing or planning to implement support groups. At least one of these trainings must be offered within 6 months of contract execution.

i. Participant registration will be prioritized using the methods described in

3.c.(5)(c)iA through 3.c.(5)(c)iC A. First priority will be for communities currently receiving funding through this project.

B. Second priority will be for previously funded communities to maintain existing Support Groups when space is available.

C. Other Washington State organizations may be offered space as available when approved by DCYF.

(d) A minimum of 1 two-day 1:1 Peer Support Training for communities that are currently implementing or planning to implement one-on-one peer supports will be offered within 6 months of contract execution.

i. Participant registration will be prioritized using the methods described in

3.c.(5)(d)iA through 3.c.(5)(d)iC A. First priority will be for communities currently receiving funding through this project.

B. Second priority will be for previously funded communities to maintain existing one-on-one peer support programs when space is available.

C. Other Washington State organizations may be offered space as available when approved by DCYF.

(6) Disseminate informational resources for funding and sustainability of support groups and other community PMAD treatment resources.

(7) Facilitate peer connection opportunities for support group facilitators, 1:1 peer support providers, and task force leaders. At least one opportunity per quarter must be available for each of the roles listed.

(8) Provide clinical perinatal mental health content expert to DCYF to inform and support the development of statewide perinatal mental health resources including but not limited to, individualized community resources, Big 3 Design work and other work identified over the course of the contract.

(9) Engage in evaluation strategies and implement evaluation plans as approved by DCYF and contracted evaluation coaches. This includes, but is not limited to:

(a) Consulting with evaluation coaches to develop and refine data collection tools and methods.

(b) Compiling data from funded communities and preparing summary reports.

(c) Sharing data summaries from each community with DCYF.

(d) All activities the Contractor engages in with community-based providers and organizations must have an evaluation plan in place. Consultation provided directly to DCYF does not require an evaluation plan unless requested by DCYF.

(10) Develop and maintain a resource library that includes sample documents and templates for funded communities to use in meeting their contract deliverables.

4. DELIVERABLES AND OTHER CONTRACT REQUIREMENTS

a. Contractor will provide a finalized work plan as stated in Section 3.a.(1) within the first 60 days of contract execution.

b. Contractor will cooperate with site visit as requested by DCYF to determine contract compliance and program assessment during the period of this Contract.

Contract Number: 27-1002 Printed Date: 1/14/2026 Page 4 of 5

b. Contractor will participate in monthly Perinatal Mental Health initiative team meetings.

5. COMPENSATION AND VOUCHER PAYMENT

a. Compensation is based on reimbursement for actual expenses incurred and approval of all invoices by DCYF, not to exceed the maximum amount in Exhibit B Budget. A detailed budget of expenses can be references in Exhibit B, Budget Report. Contractor must attach back-up documentation to billing that demonstrates the actual expenses incurred.

b. Contractor must receive prior written approval from DCYF before meals or light refreshments may be provided for meetings.

c. Contractor will submit a properly completed A-19 Voucher in Monthly, Bimonthly or Quarterly invoice periods, accompanied by the following documentation of the actual expenses incurred during that period, as described below:

(1) Monthly, Bimonthly or Quarterly Expense Summary as produced by the Contractor’s accounting system and clearly detailing expenses incurred for each Pay Point in that period’s A-19 Voucher;

(2) Monthly, Bimonthly or Quarterly Payroll Summary describing reimbursed hours for each staff person paid under the contract for that period; and

(3) Invoice documentation supporting payment for contracted serviced, as appropriate.

(4) Invoice will be submitted by the 20th of the month following the close of the invoice period.

b. Contractor agrees that all funds under this Contract shall be expended by June 30, 2027 as specifically itemized line by line in Exhibit B, and that transfers within expense categories of the budget in excess of 10% of the contract amount will not be made without prior written approval from DCYF and may require a contract amendment.

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

d. All services must be completed by June 30, 2027. Any services after June 30, 2027 are not billable under the terms of this Contract.

e. Travel reimbursements made directly to the Contractor for services in this Contact cannot exceed the current State of Washington travel reimbursement rates. Contractor will receive compensation for travel expenses at current state travel reimbursement rates and in accordance with the State of Washington Office of Financial Management Travel Regulations. Current rates for travel can be accessed at http://www.ofm.wa.gov/resources/travel.asp.

a. Travel reimbursements made through this contract must be considered essential for the program activities listed in section 3 or 4.

b. Travel expenses listed on the A-19 Voucher must include receipts for any purchased airline expenses, train expenses (excluding local mass transit systems such as a subway system), and hotel expenses.

(1) Receipts for hotel expenses must include the nightly rate as well as any relevant taxes and fees.

c. DCYF may at its sole discretion limit or prohibit travel if done so in writing with a minimum notice of 14 calendar days.

f. DCYF reserves the right to conduct an in-depth fiscal review. If this contract is selected, contractor will receive a minimum 30-day notice in advance of the review. If selected, DCYF will conduct regular in-depth financial review of the Contractor’s expenditures charged to the Contract.

a. In preparation for the review, the Contractor shall provide to DCYF upon request the financial documents listed below. Based upon this review, if questions arise, DCYF may request additional data and documentation.

(1) Contractor’s most recent annual financial audit, single, or program-specific audit, as applicable;

(2) General ledger activity detail of all expenditures allocated to this contract incurred within the dates to be determined an in agreement with A-19 invoices submitted to DCYF. Detail will be defined by DCYF and will include indirect costs, accounts payable transactions, and time and effort transactions;

(3) Contractor’s indirect cost allocation plan or indirect cost proposal, or indirect rate agreement, whichever is applicable;

(4) Chart of accounts;

(5) Written policies and procedures to include, but not limited to: budget, cost allocation, indirect costs, accounts payable, payroll, procurements, sub-http://www.ofm.wa.gov/resources/travel.asp

Contract Number: 27-1002 Printed Date: 1/14/2026 Page 5 of 5 recipient/subcontractors, travel, equipment/inventory processes and any other policies/procedures specific to the funding sources;

(6) Other detailed supporting financial documentation upon request such as employee time sheets, travel and major expense documentation – to be further defined by DCYF.

b. Contractor must participate in the data collection, compliance, fiscal, and quality reviews to ensure compliance with applicable regulations. If DCYF:

(1) Encounters non-compliance with the terms outlined in the Contract on the part of the Contractor, or

(2) Is not satisfied with the quality of the Contractor’s work, DCYF will make a reasonable attempt to assist Contractor with technical assistance to resolve issues that impede quality and compliance. In the even that compliance and/or quality issues are not resolved through standard technical assistance, Contractor will be engaged in corrective action through the development of an Improvement Plan.

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

h. Contractor shall use these funds to supplement and not supplant the amount of federal, state, and local funds otherwise expended for work performed under this Contract.

Children, Youth, and Families

DCYF Contract Number:

Contract Maximum:

27-1002 $150,000.00

From-To:07/01/2026-06/30/2027

Contract Number: 27-1002 Printed Date: 1/14/2026 Page 1 of 1

Exhibit B - Budget Report

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

State Fiscal Year 2027 (July 1 2026 - June 30 2027):

Payment Point Qty Unit Unit Cost Budget Limit Note

1. Personnel $0.00

2. Goods and Services $0.00

3. Travel $0.00

4. Contracted Services $0.00

5. Training Supplies $0.00

6. Indirect $0.00

Total: $0.00

Contract Maximum: $0.00

Contract Funding Source(s)

Federal Funds $150,000.00

Children, Youth, and Families

DCYF Contract Number:

Contract Maximum:

27-1002 $150,000.00

From-To:07/01/2026-06/30/2027

Contract Number: 27-1002 Printed Date: 1/14/2026 Page 1 of 1

Exhibit C - Deliverables Report

State Fiscal Year 2027 (July 1 2026 - June 30 2027):

# Deliverable Title, Due Note, Description Due Date

1.00 Monthly Narratives

2.00 Year-End Report Jun 15, 2027

Children, Youth, and Families

DCYF Contract Number:

Contract Maximum:

27-1002 $150,000.00

From-To:07/01/2026-06/30/2027

Contract Number: 27-1002 Printed Date: 1/14/2026 Page 1 of 20

Exhibit D - General Terms and Conditions

Table of Contents

1. DEFINITIONS

2. ADVANCE PAYMENTS PROHIBITED

3. AMENDMENT

4. ASSIGNMENT

5. ATTORNEY FEES

6. CHOICE OF LAW AND VENUE

7. COMPLIANCE WITH LAWS, RULES, AND REGULATIONS

8. CONTRACTOR STAFF

9. CONTINUED PERFORMANCE

10. COPYRIGHT

11. DATA SHARE AND PROTECTION OF CONFIDENTIAL INFORMATION

12. DISALLOWED COSTS

13. DISPUTES

14. DUPLICATE PAYMENT

15. ENTIRE CONTRACT

16. EXPENSES

17. FUNDING CONTINGENCY

18. HEADINGS

19. INDEPENDENT CONTRACTOR

20. INDUSTRIAL INSURANCE COVERAGE

21. LIMITATION OF AUTHORITY

22. INSURANCE

23. MONITORING

24. NEUTRAL AUTHORSHIP

25. ORDER OF PRECEDENCE

26. OVERPAYMENT

27. PUBLICITY

28. RECAPTURE

29. RECORDS MAINTENANCE

30. REMEDIES

31. SEVERABILITY

32. SITE SECURITY

33. SUBCONTRACTING

34. TERMINATION FOR CAUSE

35. TERMINATION PROCEDURE

36. TREATMENT OF ASSETS

37. WAIVER

38. CONTRACTOR REPRESENTATIONS AND WARRANTIES

39. WITHHOLDING PAYMENTS

1. DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

k. “Personal Information” means information identifiable to any person, including, but not limited to, information that relates to a person's name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, email addresses, credit card information, law enforcement records or other identifying numbers or Protected Health Information, any financial identifiers, and other information that may be exempt from disclosure under either chapter 42.56 RCW or other state and federal statutes.

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 rule, rule, or ordinance.

n. “Sensitive Personal Information” means personally identifying information including, but not limited to:

names, addresses, GPS [global positioning system] coordinates, telephone numbers, email addresses, social security numbers, driver's license numbers, or other personally identifying information.

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

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

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

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. ADVANCE PAYMENTS PROHIBITED

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

3. AMENDMENT

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

4. ASSIGNMENT

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

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

5. ATTORNEY FEES

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

6. CHOICE OF LAW AND VENUE

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

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

7. COMPLIANCE WITH LAWS, RULES, AND REGULATIONS

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

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

ENDHARM.

c. Civil Rights Laws

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

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

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

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

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

d. Conflict of Interest

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

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

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

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

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

g. Registration with Department of Revenue and Payment of Taxes

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

8. CONTRACTOR STAFF

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

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

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

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

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

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9. CONTINUED PERFORMANCE

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

10. COPYRIGHT

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

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

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

11. DATA SHARE AND PROTECTION OF CONFIDENTIAL INFORMATION

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

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

b. Use of Confidential Information and Sensitive Personal Information

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

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

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

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

c. Protection of Sensitive Personal Information

(1) The Contractor agrees to protect the confidentiality of Sensitive Personal Information.

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

(3) Notice of Third Party Request and Intended Disclosure

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

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

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

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

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

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

d. Information Technology Security Standards

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

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

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

(2) The parties agree to implement physical, electronic, and managerial policies, procedures, and safeguards to prevent the unauthorized access, use, or disclosure of Sensitive Personal Information, Data, and Confidential Information.