Exhibit C-Draft Contract.docx

PROFESSIONAL SERVICES CONTRACT for MHAYC Training and Administrative Services HCA Contract Number: K[TBD] Resulting from Solicitation Number: RFP 2026HCA5 Contractor/Vendor Contract Number:

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

Is Contractor a Subrecipient under this Contract?

|_|YES |_|NO

Christine Mickelson, Prenatal – 25 Behavioral Health Section Supervisor

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

PURPOSE OF CONTRACT:

The Contractor will facilitate trainings, provide Technical Assistance (TA) and other implementation activities that are expected to build workforce knowledge and capacity of approximately six hundred fifty (650) Apple Health mental health professionals and five hundred (500) allied professionals, meeting the requirement to utilize the Diagnostic Classification of Mental Health and Developmental Disorders of Infants and Early Childhood (DC:0-5™) as outlined in RCW 74.09.520 (2021 c 126 § 2).

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 The State of Washington, acting by and through the Health Care Authority (HCA), issued a Request for Qualifications (RFQ) dated April 22, 2026, (Attachment 1) for the purpose of purchasing MHAYC Training, TA and Administrative Services in accordance with its authority under chapters 39.26 and 41.05 RCW.

[Contractor Name] submitted a timely Response to HCA’s RFQ #2026HCA5 (Attachment 2).

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

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 to [Contractor Name] this Contract, the terms and conditions of which will govern Contractor’s providing to HCA the MHAYC Training, TA and Administrative Services.

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

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

Definitions “Allied Professionals” means a professional whose role helps support the infant-early childhood mental health System of Care (SOC). Key examples of allied professionals may include, but are not limited to:

· Mental health or Substance Use Disorder (SUD) professionals who work with the families (parents, caregivers, and/or siblings) of infants and young children.

· Non mental health professionals working within the behavioral health field, such as peer counselors, care coordinators, supervisors, billing staff, office managers, and agency administrators.

· Individuals working within fields that serve the early childhood population, such as pediatric primary or specialty care, home visiting, early intervention, habilitative/rehabilitative services (OT/PT/ST), early education and care, infant-early childhood mental health consultation, family resource coordination, child welfare, family treatment/early childhood court, economic supports, cultural or spiritual/religious community-based programming.

· Individuals whose oversee the policy and finance of the behavioral health and/or early childhood fields, such as health maintenance organization staff, private funders, advocates, legislators, federal, state, and county agency staff.

“Apple Health Outreach Partners” means any professional whose role helps support the identification for, referral to, and coordination of Apple Health mental health assessment, diagnosis, and other related services. Key examples of referral and coordination partners include direct service providers, Organizational Leadership, and System Partners working within fields that serve the early childhood population such as:

· Developmental and educational services, such as developmental disability services, early intervention, early childhood education and care, and special education.

· Family and community services, such as home visiting, play groups, parent education, parent support groups, and family resource coordination.

· Child welfare services such as family treatment/early childhood courts, and child advocacy.

· Basic need services such as housing, transportation, economic, and nutrition supports.

· Cultural, spiritual, recreational, and/or religious community-based programming.

· Some individuals who meet criteria for the definition of an outreach partner may also meet the criteria for an Apple Health provider.

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

“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).

“Clinical Providers” means licensend, credentialed, or certified health care professionals who have the assessment and diagnosis of developmental and mental health disorders within their scope of practice.

“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, 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.

“Continuing Education Units” or “CEUs” means the method used to certify completion of an educational program or professional development training to assist professionals in maintaining their license and/or certification in their profession. Many fields require this certification to confirm the professional is staying current on best practices.

“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.

“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.

“Diagnostic Classification of Mental Health and Developmental Disorders of Infancy and Early Childrhood” or “DC:0-5™” means the internationally accepted system for developmentally appropriate assessment of young children’s mental health. The DC:0-5™ uses developmentally specific diagnostic criteria that reflects mental health disorders that are typically diagnosed in infancy and early childhood.

“DC:0-5™ Certified Trainer” means an individual who is currently certified through Zero to Three (ZTT) as having certified trainer status. Experience includes successful completion of DC:0-5™ Clinical Training, participation in ZTT Office Hours, participation in at least five (5) clock hours of professional development in the areas of infant and early childhood mental health, and current attestation to uphold ZTT Code of Practice, Values and Ethics.

“DC:0-5™ Clinical Training” means a training designed to support mental health clinicians in adopting the approach, understanding the multi-axial system, and utilizing the classification system in their work with children birth through age five (5). Clinicians will be supported in adopting approaches to diagnosis and assessment that are developmentally informed, relationship-based, and culturally competent.

“DC:0-5™ Crosswalk” means a reference guide for clinicians that helps to convert DC:0-5™ diagnoses to associated International Classification of Diseases (ICD) diagnostic codes and Diagnostic and Statistical Manual of Mental Disorders (DSM) diagnoses. HCA will publish an interim and community-informed Washington Apple Health DC:0-5™ crosswalk, based upon the national crosswalk from ZTT.

“DC:0-5™ Overview Training” means a training that serves as an overview of DC:0-5™, providing a foundation for understanding this diagnostic system for professionals who work with infants and young children. The training will provide participants with an overview of the background, approach, and content areas of DC:0-5™ and is particularly helpful for allied professionals in understanding the importance of developmentally appropriate diagnostic practices.

“DC:0-5™ Training of Trainers” or “TOT” means training provided by ZTT that is designed to engage and coach new trainers that have past experience utilizing the DC:0-5™ and have completed the DC:0-5™ Clinical Training. A TOT can build a pool of competent trainers who can then provide the DC:0-5™ Clinical and Overview Training to others.

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

“Diversity, Equity, Inclusion, and Belonging” or “DEIB” includes the following meanings:

· “Diversity” means the presence of differences that may include race, gender, religion, sexual orientation, ethnicity, nationality, Tribal affiliation, socioeconomic status, geographic location, educational background, workforce sector, language, (dis)ability, age, or political perspective, with a particular focus on populations that have been, and remain, underrepresented among practitioners in the field and marginalized in the broader society.

· “Equity” means promoting justice, impartiality and fairness within the procedures, processes, and distribution of resources by institutions or systems. Tackling equity issues requires an understanding of the root causes of outcome disparities within our society.

· “Inclusion” means an outcome to ensure those that are diverse actually feel and/or are welcomed. Inclusion outcomes are met when you, your institution, and your program are truly inviting to all, to the degree to which diverse individuals are able to participate fully in the decision-making processes and development opportunities within an organization or group.

· “Belonging” means a sense of connection, acceptance and security within a group, place or community.

“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.

“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).

“Infant-Early Childhood Mental Health” or “IECMH” means the field and practice aimed at supporting children from birth through age five (5) in their social-emotional development including forming close relationships, expressing and managing emotions, and exploration of their environment. Professionals focused on supporting children birth through age five (5) across the promotion, prevention and treatment continuum, and grounded in relationship-based support for children, families and communities.

“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.

“Managed Care Organization” means an organization having a certificate of authority or certificate of registration from the Washington State Office of the Insurance Commissioner that contracts with HCA under a comprehensive risk contract to provide prepaid health care services to enrollees under the agency's managed care programs (WAC 182-538-050).

“Medicaid” or “Washington Apple Health” means the public health insurance programs for eligible Washington residents. Washington Apple Health is the name used in Washington state for Medicaid, the children's health insurance program (CHIP), and state-only funded health care programs (WAC 182-500).

“Medicaid (Apple Health) Client” means a person who is an applicant for, or recipient of, any Washington apple health program, including managed care and long-term care (WAC 182-500).

“Medicaid (Apple Health) Eligible Individual” means an individual who meets the criteria for eligibility for the Apple Health program (who may or may not be enrolled).

“Medicaid (Apple Health) Contracted Provider” means a person that is licensed, certified, accredited, or registered according to Washington state law, and has: (a) a signed core provider agreement or contract with the agency or the agency's designee, and is authorized to provide health care, goods, and services to Washington Apple Health clients; or (b) authorization from a managed care organization (MCO) that contracts with the agency or the agency's designee to provide health care, goods, and services to eligible Washington Apple Health clients enrolled in the MCO plan (WAC 182-500).

“Mental Health Assessment for Young Children” or “MHAYC” means a set of Apple Health billing and clinical policies to align mental health and developmental assessment and diagnosis services with best practices, in accordance with RCW 74.09.520 (11).

“Mental Health Assessment for Young Children Workforce Collaborative” or “MHAYC-WC” means a comprehensive professional development program to support the development and readiness of mental health professionals as a result of the implementation of HB 1325 to include the Diagnostic Classification of Mental Health and Developmental Disorders of Infancy and Early Childhood training. The Contractor will act as the facilitator for the MHAYC--WC.

“Mental Health Clinician” means a professional whose role fits the definition of a “mental health professional” as defined in WAC 246-341-0515. Key examples of a mental health professional may include:

· A psychiatrist, psychologist, physician assistant working with a supervising psychiatrist, psychiatric advanced registered nurse practitioner (ARNP), psychiatric nurse, or social worker as defined in RCW 71.05 and 71.34.

· A person who is licensed by the Department of Health as a mental health counselor or mental health counselor associate, marriage and family therapist, or marriage and family therapist associate.

· An agency affiliated counselor as defined by rule WAC 246-810-016 or WAC 246-810-017.

“Organizational Leadership” means individuals within an organization who have decision-making authority regarding organizational policies and procedures, such as directors, managers, and supervisors.

"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.

“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.

“Professional Development Offering” or “PDO” means a structured form of provider education and training that is intended to increase knowledge and skills. PDOs may be synchronous or asynchronous, single session or multi-session, and may be structured in the form of trainings, courses, panels, presentations, communities of practice, communities of learning, and/or facilitated case studies. For the purposes of this contract, clinical supervision is not considered a type of PDO.

“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 HCA’s RFP #2026HCA5 for MHAYC Training, TA and Administrative Services and is Attachment 2 hereto.

“Revised Code of Washington” or “RCW” means the laws of the state of Washington, as enacted by the Legislature. Any references to specific titles, chapters, or sections of the RCW include any substitute, successor, or replacement title, chapter, or section. Pertinent RCW chapters can be accessed at: http://apps.leg.wa.gov/rcw/.

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

“Request for Qualifications” or “RFQ” means a formal solicitation document in which a service or need is identified, and firms are invited to provide their qualifications to provide the services.

“State Training and Registering System” or “STARS” means the Washington State Department of Children, Youth, and Families (DCYF) mandatory training and education tracking system for early learning professionals to complete training through the Managed Education and Registry Information Tool (MERIT) portal.

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

“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.

“System of Care” or “SOC” means a spectrum of effective, community-based services and supports for children and youth with or at risk for mental health or other challenges and their families, that is organized into a coordinated network, builds meaningful partnerships with families and youth, and addresses their cultural and linguistic needs, in order to help them to function better at home, in school, in the community, and throughout life (SOC Toolkit).

“System Partners” means individuals and/or organizations who may not provide direct services to children and families, but play an important role in the systemic effectiveness of such services. Key examples of System Partners include individuals who work or study in sectors such as federal, state, and local government, research, higher education, training and technical assistance, and advocacy.

“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/.

“Zero to Three” or “ZTT” means a nonprofit organization focused on the healthy development of babies and toddlers from birth to three years old. Their mission is to support all our nation’s babies, toddlers, and their families so that every child has the best possible start in life by providing a solid foundation filled with emotionally supportive relationships, ZTT ensures that all children, regardless of their backgrounds, have the tools they need to develop their potential.

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 the date of last signature, and will continue through June 30, 2027, unless terminated sooner as provided herein.

This Contract may be extended for up to two (2) one (1) year periods, through June 30, 2029, by mutually agreed amendment in whatever time increments HCA deems appropriate. No change in terms and conditions will be permitted during these extensions unless specifically agreed to in writing.

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 Intentionally omitted.

On-Site Contractor Orientation Intentionally omitted.

On-Site Contractor’s Work Space Intentionally omitted.

Compensation The parties have determined the cost of accomplishing the work herein will not exceed $350,000 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.

Contractor’s compensation for services rendered will be based on the following rates or in accordance with Attachment 3, Statement of Work.

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 via email to the HCA Contract Manager at christine.mickelson@hca.wa.gov 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

P.O. Box 42730 Olympia, WA 98504-2730

Key Staff 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;

Recitals;

Special Terms and Conditions;

General Terms and Conditions;

Attachment 3(s): Statement(s) of Work;

Attachment 1: HCA RFP 2026HCA5;

Attachment 2: Contractor Response to HCA RFP 2026HCA5; and 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.

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 Contractor is self-insured, include section 3.12.7 (below). If not, delete.

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.