Exhibit B - Draft Contract.docx

EXHIBIT B – DRAFT CONTRACT

PROFESSIONAL SERVICES CONTRACT

for Trueblood FPATH and FHARPS Programs Process Evaluation HCA Contract Number: K Resulting from Solicitation Number 2026HCA19

THIS CONTRACT is made by and between the Washington State Health Care Authority (HCA) and (Contractor).

Is Contractor a Subrecipient under this Contract?

|_|YES |X|NO

, Contract Manager

Health Care Authority 626 8th Avenue SE Olympia, WA 98504-98504

PURPOSE OF CONTRACT:

The Contractor shall conduct a qualitative Process Evaluation of the FPATH and FHARPS programs. The Process Evaluation will examine how the programs are being implemented and operated, identify strengths and challenges in implementation, and provide findings and recommendations to support program improvement and future decision making.

The parties signing below warrant that they have read and understand this Contract and have authority to execute this Contract. This Contract will only be binding upon signature by both parties. 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 transmission of a signed copy of this contract shall be the same as delivery of an original.

TABLE OF CONTENTS

Recitals HCA issued a Request for Proposals (RFP) dated (Attachment 1) for the provision of Trueblood FPATH and FHARPS Programs Process Evaluation services in accordance with its authority under chapters 39.26 and 41.05 RCW.

[Contractor Name] submitted a Response to HCA’s RFP #2026HCA19 titled Trueblood FPATH and FHARPS Programs Process Evaluation on .

HCA evaluated all properly submitted Responses to the above-referenced RFP and has identified [Contractor Name] as the Apparent Successful Bidder (ASB).

HCA has determined that entering into a Contract with [Contractor Name] will meet HCA’s needs and will be in the State’s best interest.

THEREFORE, HCA awards [Contractor Name] this Contract, the terms and conditions of which will govern Contractor’s provision of Trueblood FPATH and FHARPS Programs Process Evaluation services to HCA.

IN CONSIDERATION of the mutual promises as set forth in this Contract, the parties agree as follows:

1. Statement of Work (SOW) The Contractor will provide the services and staff as described in Attachment 3: Statement of Work.

Definitions “Apparent Successful Bidder” or “ASB” means the Bidder identified by HCA for contract award following evalution of Responses to the RFP, subject to successful contract negotiations and execution of a written Contract.

“Authorized Representative” means a person to whom signature authority has been delegated in writing acting within the limits of their authority.

“Authorized User” means an individual or individuals with an authorized business need to access HCA’s Confidential Information under this Contract.

“Business Associate” means a Business Associate as defined in 45 C.F.R. § 160.103, who performs or assists in the performance of an activity for or on behalf of HCA, a Covered Entity as defined in 45 C.F.R. 160.103, that involves the use or Disclosure of Protected Health Information (PHI). Any reference to Business Associate in this Contract includes Business Associate’s employees, agents, officers, Subcontractors, third party contractors, volunteers, or directors.

“Business Associate Agreement” or “BAA” means (if applicable ) the HIPAA Compliance section of Attachment 4, and [an agreement that] includes the Business Associate provisions required by the U.S. Department of Health and Human Services, Office for Civil Rights. (use blue language if there is a DSA/BAA Attachment and remove blue language and use red language if there is not a DSA/BAA Attachment. BAA Attachment is associated with Cat 4 Data.)

“Business Days” means Monday through Friday, 8:00 a.m. to 5:00 p.m., Pacific Time, except for holidays observed by the state of Washington.

“Client” means an individual who is eligible for or receiving services through HCA program(s).

“Code of Federal Regulations” or “C.F.R.” means all references in this Contract to C.F.R. chapters or sections include any successor, amended, or replacement Regulation. The C.F.R. may be accessed at http://www.eC.F.R..gov/cgi-bin/EC.F.R.?page=browse.

“Confidential Information” means information that is exempt from Disclosure to the public or other unauthorized persons under chapter 42.56 RCW or other federal or state laws. Confidential Information comprises both Category 3 and Category 4 Data as described in Attachment 4, Section 3 Data Classification, which includes, but is not limited to, Personal Information and Protected Health Information. For the purposes of this Contract, Confidential Information means the same as “Data”.

“Contract” means this Contract document and all schedules, exhibits, attachments, incorporated documents and amendments.

“Contracts Administrator” means the HCA Office of Contracts and Procurement Section Manager designated to receive legal notices and to administer, amend, or terminate this Contract.

“Contractor” means [Contractor Name], its employees and agents. Contractor includes any firm, provider, organization, individual or other entity performing services under this Contract. It also includes any Subcontractor retained by Contractor as permitted under the terms of this Contract.

“Covered Entity” has the same meaning as defined in 45 C.F.R. 160.103.

“Data” means information produced, furnished, acquired, or used by Contractor in meeting requirements under this Contract. Confidential Information, Personal Information, and Protected Health Information are all considered Data for the purposes of this Contract. For Attachment 5, [Business Associate and] Data Sharing Terms, Data specifically refers to the information that is disclosed or exchanged as described in the Attachment. (Remove the last sentence if there is not going to be a Data Sharing Terms Attachment.)

“Data Breach” means the acquisition, access, use, or Disclosure of Data in a manner not permitted under law or by this Contract, including but not limited to the HIPAA Privacy Rule which compromises the security or privacy of the Protected Health Information, with the exclusions and exceptions listed in 45 C.F.R. 164.402.

“Designated Record Set” means a group of records maintained by or for a Covered Entity as defined in 45 C.F.R. 160.103, that is: the medical and billing records about individuals maintained by or for a covered health care provider; the enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan; or used in whole or part by or for the Covered Entity to make decisions about individuals.

“Disclosure” means the release, transfer, provision of, access to, or divulging in any other manner of information outside the entity holding the information.

“Effective Date” means the first date this Contract is in full force and effect. It may be a specific date agreed to by the parties; or, if not so specified, the date of the last signature of a party to this Contract.

“Electronic Protected Health Information” or “ePHI” means Protected Health Information that is transmitted by electronic media or maintained in any medium described in the definition of electronic media at 45 C.F.R. § 160.103.

"Forensic Housing and Recovery through Peer Services” or “FHARPS” means the HCA-administered program specifically tied to the Trueblood Settlement Agreement. The program assists people who are identified as being involved in or at risk of being involved in the criminal court system. The goal of FHARPS is to help participants overcome barriers in order to obtain and maintain housing.

“Forensic Projects for Assistance in Transition from Homelessness” or “FPATH” means the HCA-administered program specifically tied to the Trueblood Settlement Agreement, offering voluntary outreach, in-reach, and intensive case management to eligible people who have a history and are at risk of repeat court-ordered competency evaluations.

“HCA Contract Manager” means the individual identified on the cover page of this Contract who will provide oversight of the Contractor’s activities conducted under this Contract.

“Health Care Authority” or “HCA” means the Washington State Health Care Authority, any division, section, office, unit or other entity of HCA, or any of the officers or other officials lawfully representing HCA.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (42 U.S.C. 1320d-1329d-9), and its implemented regulations, including the Standards for Privacy of Individually Identifiable Health Information (45 C.F.R. Parts 160 and 164, Subparts A and E), the Security Standards for the Protection of Electronic Protected Health Information (45 C.F.R. Parts 160 and 164, Subparts A and C), and Breach Notification for Unsecured Protected Health Information Rules (45 C.F.R. Part 164, Subpart D).

“Individual(s)” means the person(s) who is the subject of PHI and includes a person who qualifies as a personal representative in accordance with 45 C.F.R. § 164.502(g).

“Information and Communication Technology” or “ICT” means information technology and other equipment, systems, technologies, or processes, for which the principal function is the creation, manipulation, storage, display, receipt, or transmission of electronic Data and information, as well as any associated content. Examples include computers and peripheral equipment; information kiosks and transaction machines; telecommunications equipment; customer premises equipment; multifunction office machines; software; applications; websites; videos; and electronic documents.

“Limited Data Set(s)” means a Data set that meets the requirements of 45 C.F.R. §§ 164.514(e)(2) and 164.514(e)(3).

“Minimum Necessary” means the least amount of PHI necessary to accomplish the purpose for which the PHI is needed.

“Outpatient Competency Restoration Program" or "OCRP" means court-ordered competency restoration services provided on an outpatient basis to people who are on conditional release from custody or jail. OCRP differs from traditional outpatient behavioral health services in that it focuses on addressing barriers to competency to stand trial, with the goal of enabling people to participate in their own defense.

"Overpayment" means any payment or benefit to the Contractor in excess of that to which the Contractor is entitled by law, rule, or this Contract, including amounts in dispute.

“Permissible Use” means only those uses authorized in this Contract and as specifically defined herein.

“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 (including or excluding zip code), telephone numbers, social security numbers, driver’s license numbers, credit card numbers, any other identifying numbers, and any financial identifiers.

“Process Evaluation” means a systemic assessment of how a program is implemented and operates, including the delivery of services, program activities, implementation practices, and factors that support or hinder implementation.

“Proprietary Information” refers to any information which has commercial value and is either: (1) technical information, including patent, copyright, trade secret, and other Proprietary Information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services; or (2) non-technical information relating to products, including without limitation pricing, margins, merchandising plans and strategies, finances, financial and accounting Data and information, suppliers, customers, customer lists, purchasing Data, sales and marketing plans, future business plans, and any other information which is proprietary and confidential..

“Protected Health Information” or “PHI” means Protected Health Information as defined in 45 C.F.R. § 160.103.”

“Response” means Contractor’s Response to RFP #2026HCA19, which is incorporated in by reference.

“RCW” means the Revised Code of Washington. All references in this Contract to RCW chapters or sections include any successor, amended, or replacement statute. Pertinent RCW chapters can be accessed at: http://apps.leg.wa.gov/rcw/.

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

RFP means the Request for Proposals #2026HCA19 dated , including amendments, which is incorporated herein by reference.

“Sequential Intercept Model” or “SIM” means a framework that illustrates how people with mental health and substance use disorders come into contact with and move through the criminal justice system.

“Statement of Work” or “SOW” means a detailed description of the work activities the Contractor is required to perform under the terms and conditions of this Contract, including the deliverables and timeline, as set forth in Attachment 3.

“Subcontract” means any separate agreement or contract between the Contractor and an individual or entity (“Subcontractor”) to perform any duties of this Contract.

“Subcontractor” means a person or entity that is not in the employment of the Contractor, who is performing all or part of the business activities under this Contract under a separate contract with Contractor. The term “Subcontractor” means Subcontractor(s) of any tier.

“Trueblood Class Members” means persons who are in jail and waiting to receive competency evaluation or competency restoration services as ordered by the court, people who have a history of receiving competency evaluation or competency restoration services or people who have a higher likelihood of needing competency evaluation or competency restoration services in the future.

“Trueblood Settlement Agreement” means the court-approved settlement agreement arising from the Trueblood et al. v. DSHS class action lawsuit, which establishes requirements and strategies to improve timely access to competency services and expand diversion, treatment, and community-based supports for Trueblood Class Members and Potential Trueblood Class Members.

“USC” means the United States Code. All references in this Contract to USC chapters or sections will include any successor, amended, or replacement statute. The USC may be accessed at http://uscode.house.gov/.

“WAC” means the Washington Administrative Code. All references to WAC chapters or sections will include any successor, amended, or replacement Regulation. Pertinent WACs may be accessed at: http://app.leg.wa.gov/wac/.

Special Terms and Conditions Performance Expectations Expected performance under this Contract includes, but is not limited to, the following:

Knowledge of applicable state and federal laws and Regulations pertaining to subject of Contract;

Use of professional judgment;

Collaboration with HCA staff in Contractor’s conduct of the services;

Conformance with HCA directions regarding the delivery of the services;

Timely, accurate and informed communications;

Regular completion and updating of project plans, reports, documentation and communications;

Regular, punctual attendance at all meetings; and Provision of high-quality services.

Prior to payment of invoices, HCA will review and evaluate the performance of Contractor in accordance with Contract and these performance expectations and may withhold payment if expectations are not met or Contractor’s performance is unsatisfactory.

Term The initial term of the Contract will commence on February 1, 2027, and continue through April 30, 2028, unless terminated sooner as provided herein.

Work performed without a contract or amendment signed by the Authorized Representatives of both parties will be at the sole risk of the Contractor. HCA will not pay any costs incurred before a contract or any subsequent amendment(s) is fully executed.

DES Filing Requirement Use only if sole source (contracts over direct buy limit of $30,000/$40,000) The provisions of Chapter 39.26 RCW require HCA to file this sole source Contract and any amendments to this Contract with the Department of Enterprise Services (DES) for approval. No sole source contract or amendment is effective, nor will work commence under it, unless and until it is approved by DES.

On-Site Contractor Orientation Include if Contractor will be working on-site at HCA, otherwise delete. Note: Contract Manager must submit a Third Party in the Workplace (TPW) ServiceNow ticket at least 10 days prior to the contract start date, HCA TPW Policy and Procedure, #8-03 and #8-03-01 Contractors who will be working on-site at HCA must attend a Contractor Orientation within 30 calendar days of commencing work at HCA, must successfully complete any required elements of the orientation, and must abide by all applicable policies and procedures provided at orientation.

Contractors who will be working on-site will be assigned an identification card to access the building and will be granted use of one of the available Contractor Lounges. (Note: See Section 3.5 On-Site Contractor’s Work Space below if Contractor will be assigned an HCA work space).

If HCA determines in its sole discretion that the Contractor has violated any applicable policy or procedure while providing services under this Contract, or when HCA determines in its sole discretion that it is in the best interests of the State, HCA may terminate the Contractor’s access to the Contractor Lounge or the Contractor’s workstation, as applicable, upon ten (10) calendar days’ written notice.

Compensation The parties have determined the cost of accomplishing the work herein will not exceed $800,000, inclusive of all fees, taxes, and expenses. Compensation for satisfactory performance of the work will not exceed this amount unless the parties agree to a higher amount through an amendment.

Contractors’ compensation for services rendered will be based on the schedule set forth in Attachment 3,Statement of Work.

Contractor travel reimbursement, if any, is included in the total compensation. Contractor travel reimbursement is limited to the then-current rules, Regulations, and guidelines for State employees published by the Washington State Office of Financial Management in the Washington State Administrative and Accounting Manual (http://www.ofm.wa.gov/accounting/travel/); reimbursement will not exceed expenses actually incurred.

Invoice and Payment In order to receive payment for services or products provided to a state agency, Contractor must register with the Statewide Payee Desk at https://ofm.wa.gov/tech-support/statewide-vendor-payee-services/.

Invoices must describe and document to the HCA Contract Manager’s satisfaction a description of the work performed, the progress of the project, and fees. All invoices and deliverables will be approved by the HCA Contract Manager prior to payment. Approval will not be unreasonably withheld or delayed.

If expenses are invoiced, invoices must provide a detailed breakdown of each type. Expenses of $50 or more must be accompanied by a receipt.

Invoices must be submitted to to with the HCA Contract number in the subject line of the email. Invoices must include the following information, as applicable:

A. The HCA Contract number;

B. Contractor name, address, phone number;

C. Description of services;

D. Date(s) of delivery;

E. Net invoice price for each item;

F. Applicable taxes;

G. Total invoice price; and H. Any available prompt payment discount.

HCA will return incorrect or incomplete invoices for correction and reissue. Payment will be considered timely if made within thirty (30) calendar days of receipt of properly completed invoices.

Upon expiration of the Contract, any claims for payment for costs due and payable under this Contract that are incurred prior to the expiration date must be submitted by the Contractor to HCA within sixty (60) calendar days after the Contract expiration date. HCA is under no obligation to pay any claims that are submitted sixty-one (61) or more calendar days after the Contract expiration date (“Belated Claims”). HCA will pay Belated Claims at its sole discretion, and any such potential payment is contingent upon the availability of funds.

Contractor and HCA Contract Managers Contractor’s contract manager will have prime responsibility and final authority for the services provided under this Contract and be the principal point of contact for the HCA Contract Manager for all business matters, performance matters, and administrative activities.

HCA’s Contract Manager is responsible for monitoring the Contractor’s performance and will be the contact person for all communications regarding contract performance and deliverables. The HCA Contract Manager has the authority to accept or reject the services provided and must approve Contractor’s invoices prior to payment.

The contact information provided below may be changed by written notice of the change (email acceptable) to the other party.

CONTRACTOR

Contract Manager Information

HEALTH CARE AUTHORITY

Contract Manager Information

Olympia, WA 98504

Key Staff Include if applicable based on program input.

Except in the case of a legally required leave of absence, sickness, death, termination of employment or unpaid leave of absence, Key Staff must not be changed during the term of the SOW from the people who were described in the Response for the first SOW, or those Key Staff initially assigned to subsequent SOWs, without the prior written approval of HCA until completion of their assigned tasks.

During the term of the SOW, HCA reserves the right to approve or disapprove Contractor’s Key Staff assigned to this Contract, to approve or disapprove any proposed changes in Contractor’s Key Staff, or to require the removal or reassignment of any Contractor staff found unacceptable by HCA, subject to HCA’s compliance with applicable laws and Regulations. Contractor must provide a resume to HCA of any replacement Key Staff and all staff proposed by Contractor as replacements for other staff must have comparable or greater skills for performing the activities as performed by the staff being replaced.

Legal Notices Any notice or demand or other communication required or permitted to be given under this Contract or applicable law is effective only if it is in writing and signed by the applicable party, properly addressed, and delivered in person, via email, by a recognized courier service, or deposited with the United States Postal Service as first-class mail, postage prepaid certified mail, return receipt requested, to the parties at the addresses provided in this section.

In the case of notice to the Contractor:

Attention: Contractor Contact Name Contractor Legal Name Contractor Street Address Contractor City, State Zip+4 Contractor Email In the case of notice to HCA:

Attention: Contracts Administrator Health Care Authority Division of Legal Services Post Office Box 42702 Olympia, WA 98504-2702 contracts@hca.wa.gov Notices are effective upon receipt or four (4) Business Days after mailing, whichever is earlier.

The notice address and information provided above may be changed by written notice of the change given as provided above.

Incorporation of Documents and Order of Precedence Each of the documents listed below is by this reference incorporated into this Contract. In the event of an inconsistency, the inconsistency will be resolved in the following order of precedence:

Applicable Federal and State of Washington statutes and Regulations;

Attachment 4, Data Sharing Terms (including the WaTech IT Security Standards and Policies) (if applicable)

– OR –

[Business Associate Agreement and] Data Share Agreement, HCA Contract Number ; (if applicable, otherwise delete) Recitals;

Special Terms and Conditions;

General Terms and Conditions;

Attachment 3: Statement of Work;

Attachment 1: RFP 2026HCA19 Attachment 2: Contractor Response RFP 2026HCA19 Any other provision, term or material incorporated herein by reference or otherwise incorporated.

Insurance Contractor must provide insurance coverage as set out in this section. The intent of the required insurance is to protect the State should there be any claims, suits, actions, costs, damages or expenses arising from any negligent or intentional act or omission of Contractor or Subcontractor, or agents of either, while performing under the terms of this Contract. Contractor must provide insurance coverage that is maintained in full force and effect during the term of this Contract, as follows:

Commercial General Liability Insurance Policy Provide a Commercial General Liability Insurance Policy, including contractual liability, in adequate quantity to protect against legal liability arising out of contract activity but no less than $1 million per occurrence/$2 million general aggregate. Additionally, Contractor is responsible for ensuring that any Subcontractors provide adequate insurance coverage for the activities arising out of Subcontracts.

Business Automobile Liability In the event that services delivered pursuant to this Contract involve the use of vehicles, either owned, hired, or non-owned by the Contractor, automobile liability insurance is required covering the risks of bodily injury (including death) and property damage, including coverage for contractual liability. The minimum limit for automobile liability is $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage.

Professional Liability Errors and Omissions Provide a policy with coverage of not less than $1 million per claim/$2 million general aggregate.

Industrial Insurance Coverage Prior to performing work under this Contract, Contractor must provide or purchase industrial insurance coverage for the Contractor’s employees, as may be required of an “employer” as defined in Title 51 RCW and must maintain full compliance with Title 51 RCW during the course of this Contract.

Informational Note: Privacy Breach Response Coverage is now included in Attachment 4 [Business Associate and] Data Sharing Terms.

The insurance required must be issued by an insurance company/ies authorized to do business within the state of Washington, and must name HCA and the state of Washington, its agents and employees as additional insureds under any Commercial General and/or Business Automobile Liability policy/ies. All policies must be primary to any other valid and collectable insurance. In the event of cancellation, non-renewal, revocation or other termination of any insurance coverage required by this Contract, Contractor must provide written notice of such to HCA within one (1) Business Day of Contractor’s receipt of such notice. Failure to buy and maintain the required insurance may, at HCA’s sole option, result in this Contract’s termination.

Upon request, Contractor must submit to HCA a certificate of insurance that outlines the coverage and limits defined in this Insurance section. If a certificate of insurance is requested, Contractor must submit renewal certificates as appropriate during the term of the contract.

If applicable, Contractor certifies that it is self-insured, is a member of a risk pool, or maintains the types and amounts of insurance identified above and will provide certificates of insurance to that effect to HCA upon request.

General Terms and Conditions Access to Data In compliance with RCW 39.26.180 (2) and federal rules, the Contractor must provide access to any Data generated under this Contract to HCA, the Joint Legislative Audit and Review Committee, the State Auditor, and any other state or federal officials so authorized by law, rule, Regulation, or agreement and at no additional cost. This includes access to all information that supports the findings, conclusions, and recommendations of the Contractor’s reports, including computer models and methodology for those models.

Accessibility for ICT Requirements and Standards Each ICT product or service furnished under this Contract shall be accessible to and usable by individuals with disabilities in accordance with the Americans with Disabilities Act (ADA) and other applicable Federal and State laws and policies, including Washington State IT Policy USER-01, USER-01-S Digital Accessibility Standard. For purposes of this clause, Contractor shall be considered in compliance with the ADA and other applicable Federal and State laws if it satisfies the requirements (including exceptions) specified in the Regulations implementing Section 508 of the Rehabilitation Act, including the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA Success Criteria and Conformance Requirements (2008), which are incorporated by reference, and the functional performance criteria.

Documentation Contractor shall maintain and retain, subject to review by HCA, full documentation of the measures taken to ensure compliance with the applicable requirements and functional performance criteria, including records of any testing or simulations conducted.

Remediation If Contractor claims that its products or services satisfy the applicable requirements and standards specified in Section 4.2.1, Requirements and Standards, and it is later determined by HCA that any furnished product or service is not in compliance with such requirements and standards, HCA will promptly inform Contractor in writing of noncompliance. Contractor shall, at no additional cost to HCA, repair or replace the non-compliant products or services within the period specified by HCA. If the repair or replacement is not completed within the specified time, HCA may cancel the Contract, delivery, task order, or work order, or purchase line item without termination liabilities or have any necessary changes made or repairs performed by employees of HCA or by another contractor, and Contractor shall reimburse HCA for any expenses incurred thereby.

Advance Payment Prohibited No advance payment will be made for services furnished by the Contractor pursuant to this Contract.

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

Assignment Contractor may not assign or transfer all or any portion of this Contract or any of its rights hereunder, or delegate any of its duties hereunder, except delegations as set forth in Section 4.36, Subcontracting, without the prior written consent of HCA. Any permitted assignment will not operate to relieve Contractor of any of its duties and obligations hereunder, nor will such assignment affect any remedies available to HCA that may arise from any breach of the provisions of this Contract or warranties made herein, including, but not limited to, rights of setoff. Any attempted assignment, transfer or delegation in contravention of this subsection 4.5.1 of the Contract will be null and void.

HCA may assign this Contract to any public agency, commission, board, or the like, within the political boundaries of the State of Washington, with written notice of thirty (30) calendar days to Contractor.

This Contract will inure to the benefit of and be binding on the parties hereto and their permitted successors and assigns.

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

Change in Status In the event of any substantive change in its legal status, organizational structure, or fiscal reporting responsibility, Contractor will notify HCA of the change. Contractor must provide notice as soon as practicable, but no later than thirty (30) calendar days after such a change takes effect.

Conflict of Interest Contractor represents and warrants that it has not undertaken and will not undertake any work with third parties that will conflict with the work Contractor is performing for HCA under this Contract. In case of doubt, before commencing such activities, Contractor shall review areas of possible conflict with HCA and obtain HCA’s written approval prior to commencing such activities.

Conformance If any provision of this Contract is in conflict with or violates any statute or rule of law of the state of Washington, it is considered modified to conform to that statute or rule of law.

Covered Information Protection Contractor acknowledges that some of the material and information that may come into its possession or knowledge in connection with this Contract or its performance may consist of HCA Proprietary Information or Confidential Information. For the purposes of this section, HCA Proprietary Information and Confidential Information are together referred to as Covered Information.

Nondisclosure and Non-Use Obligations. In the event of Disclosure of Covered Information to Contractor by HCA, Contractor agrees to: (1) hold Covered Information in strictest confidence and to take all reasonable precautions to protect such Covered Information (including, without limitation, all precautions the Contractor employs with respect to its own confidential materials); (2) not disclose any such Covered Information or any other information derived therefrom to any third party; (3) not make use of Covered Information for any purpose other than the performance of this Contract; (4) release it only to authorized employees or Subcontractors requiring such information for the purposes of carrying out this Contract; and (5) not release, divulge, publish, transfer, sell, disclose, or otherwise make the information known to any other party without HCA’s express written consent or as provided by law.

Contractors that come into contact with PHI may be required to enter into a BAA with HCA in compliance with the requirements HIPAA, Pub. L. 104-191, as amended.

HCA reserves the right to monitor, audit, or investigate the use of Covered Information collected, used, or acquired by Contractor through this Contract. Violation of this section by Contractor or its Subcontractors may result in termination of this Contract and demand for return of all Covered Information, monetary damages, or penalties.

The obligations set forth in this section will survive completion, cancellation, expiration, or termination of this Contract.

Contractor’s Proprietary Information Contractor’s Proprietary Information is information owned by Contractor to which Contractor claims a protectable interest under law. Contractor acknowledges that HCA is subject to chapter 42.56 RCW, the Public Records Act, and that this Contract will be a public record as defined in chapter 42.56 RCW. Any specific information that is claimed by Contractor to be Proprietary Information must be clearly identified as such by Contractor. To the extent consistent with chapter 42.56 RCW, HCA will maintain the confidentiality of Contractor’s information in its possession that is marked Proprietary. If a public disclosure request is made to view Contractor’s Proprietary Information, HCA will notify Contractor of the request and of the date that such records will be released to the requester unless Contractor obtains a court order from a court of competent jurisdiction enjoining that Disclosure. If Contractor fails to obtain the court order enjoining Disclosure, HCA will release the requested information on the date specified.

Covenant Against Contingent Fees Contractor warrants that no person or selling agent has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established agents maintained by the Contractor for the purpose of securing business. HCA will have the right, in the event of breach of this clause by the Contractor, to annul this Contract without liability or, in its discretion, to deduct from the contract price or consideration or recover by other means the full amount of such commission, percentage, brokerage or contingent fee.

Debarment By signing this Contract, Contractor certifies that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded in any Washington State or Federal department or agency from participating in transactions (debarred). Contractor agrees to include the above requirement in any and all Subcontracts into which it enters, and also agrees that it will not employ debarred individuals. Contractor must immediately notify HCA if, during the term of this Contract, Contractor becomes debarred. HCA may immediately terminate this Contract by providing Contractor written notice, if Contractor becomes debarred during the term hereof.

Disputes The parties will use their best, good faith efforts to cooperatively resolve disputes and problems that arise in connection with this Contract. Both parties will continue without delay to carry out their respective responsibilities under this Contract while attempting to resolve any dispute. When a genuine dispute arises between HCA and the Contractor regarding the terms of this Contract or the responsibilities imposed herein and it cannot be resolved between the parties’ contract managers, either party may initiate the following dispute resolution process.

The initiating party will reduce its description of the dispute to writing and deliver it to the responding party (email acceptable). The responding party will respond in writing within five (5) Business Days (email acceptable). If the initiating party is not satisfied with the response of the responding party, then the initiating party may request that the HCA Director review the dispute. Any such request from the initiating party must be submitted in writing to the HCA Director within five (5) Business Days after receiving the response of the responding party. The HCA Director will have sole discretion in determining the procedural manner in which they will review the dispute. The HCA Director will inform the parties in writing within five (5) Business Days of the procedural manner in which they will review the dispute, including a timeframe in which they will issue a written decision.

A party's request for a dispute resolution must:

1. Be in writing;

Include a written description of the dispute;

State the relative positions of the parties and the remedy sought; and State the Contract Number and the names and contact information for the parties.

This dispute resolution process constitutes the sole administrative remedy available under this Contract. The parties agree that this resolution process will precede any action in a judicial or quasi-judicial tribunal.

Entire Agreement HCA and Contractor agree that the Contract is the complete and exclusive statement of the agreement between the parties relating to the subject matter of the Contract and supersedes all letters of intent or prior contracts, oral or written, between the parties relating to the subject matter of the Contract, except as provided in Section 4.45, Warranties.

Force Majeure A party will not be liable for any failure of or delay in the performance of this Contract for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.

Funding withdrawn, Reduced, or Limited If HCA determines in its sole discretion that the funds it relied upon to establish this Contract have been withdrawn, reduced or limited, or if additional or modified conditions are placed on such funding after the Effective Date of this Contract but prior to the normal completion of this Contract, then HCA, at its sole discretion, may:

Terminate this Contract pursuant to Section 4.40.3, Termination for Non-Allocation of Funds;

Renegotiate the Contract under the revised funding conditions; or Suspend Contractor’s performance under the Contract upon five (5) Business Days’ advance written notice to Contractor. HCA will use this option only when HCA determines that there is reasonable likelihood that the funding insufficiency may be resolved in a timeframe that would allow Contractor’s performance to be resumed prior to the normal completion date of this Contract.

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.

When HCA determines in its sole discretion 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 HCA informing HCA whether it can resume performance and, if so, the date of resumption. For purposes of this subsection, “written notice” may include email.

If the Contractor’s proposed resumption date is not acceptable to HCA and an acceptable date cannot be negotiated, HCA may terminate the contract by giving written notice to Contractor. The parties agree that the Contract will be terminated retroactive to the date of the notice of suspension. HCA will be liable only for payment in accordance with the terms of this Contract for services rendered prior to the retroactive date of termination.

Governing Law This Contract is governed in all respects by the laws of the state of Washington, without reference to conflict of law principles. The jurisdiction for any action hereunder is exclusively in the Superior Court for the state of Washington, and the venue of any action hereunder is in the Superior Court for Thurston County, Washington. Nothing in this Contract will be construed as a waiver by HCA of the State’s immunity under the 11th Amendment to the United States Constitution.

HCA Network Security Contractor agrees not to attach any Contractor-supplied computers, peripherals or software to the HCA Network without prior written authorization from HCA’s Chief Information Officer. Unauthorized access to HCA networks and systems is a violation of HCA Policy and constitutes computer trespass in the first degree pursuant to RCW 9A.90.040. Violation of any of these laws or policies could result in termination of the contract and other penalties.

Contractor will have access to the HCA visitor Wi-Fi Internet connection while on-site.

Indemnification General Contractor shall defend, indemnify, and hold HCA harmless from and against all claims, including reasonable attorneys’ fees resulting from such claims, for any or all injuries to persons or damage to property arising from intentional, willful or negligent acts or omissions of Contractor, its officers, employees, or agents, or Subcontractors, their officers, employees, or agents, in the performance of this Contract. Contractor’s obligation to defend, indemnify, and hold HCA harmless shall not be eliminated or reduced by any alleged concurrent HCA negligence.

Confidentiality Contractor must defend, indemnify, and hold HCA harmless from and against all claims, including reasonable attorneys’ fees resulting from such claims and breach of confidentiality obligations as contained herein, arising from intentional or negligent acts or omissions of Contractor, its officers, employees, or agents, or Subcontractors, their officers, employees, or agents, in the performance of this Contract.

Accessibility for ICT Contractor agrees to defend, indemnify and hold harmless HCA from any claim arising out of failure to comply with section 4.2, Accessibility for ICT.

Independent Capacity of the Contractor The parties intend that an independent contractor relationship will be created by this Contract. Contractor and its employees or agents performing under this Contract are not employees or agents of HCA. Contractor will not hold itself out as or claim to be an officer or employee of HCA or of the State of Washington by reason hereof, nor will Contractor make any claim of right, privilege or benefit that would accrue to such employee under law. Conduct and control of the work will be solely with Contractor.

Legal and Regulatory Compliance During the term of this Contract, Contractor must comply with all local, state, and federal licensing, accreditation and registration requirements/standards, necessary for the performance of this Contract and all other applicable federal, state and local laws, rules, and Regulations.

While on the HCA premises, Contractor must comply with HCA operations and process standards and policies (e.g., ethics, Internet / email usage, Data, network and building security, harassment, as applicable). HCA will make an electronic copy of all such policies available to Contractor.

Failure to comply with any provisions of this section may result in Contract termination.

Limitation of Authority Only the HCA Authorized Representative has the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Contract. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this Contract is not effective or binding unless made in writing and signed by the HCA Authorized Representative.

No Third-Party Beneficiaries HCA and Contractor are the only parties to this contract. Nothing in this Contract gives or is intended to give any benefit of this Contract to any third parties.

Nondiscrimination 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); Title VII of the Civil Rights Act, 42 U.S.C. §2000e et seq.; the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. §12101 et seq., and 28 C.F.R. Part 35. 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.

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).

Default.

Notwithstanding any provision to the contrary, HCA 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 HCA 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), HCA 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.

Remedies for Breach.

Notwithstanding any provision to the contrary, in the event of Contract termination or suspension for engaging in discrimination, Contractor, Subcontractor,…