EXHIBIT E - Sample Contract-Work Order_FINAL.docx

EXHIBIT E- SAMPLE CONTRACT

PROFESSIONAL SERVICES CONTRACT

for Behavioral Health and Recovery Training and Support Services Category(ies) HCA Contract Number: K Resulting from Solicitation Number: 2026HCA01

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

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

PURPOSE OF CONTRACT:

To provide As Needed Convenience Contracts for Behavioral Health and Recovery Training and Support Services in Category(ies) ##

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 (electronic mail) transmission of a signed copy of this contract shall be the same as delivery of an original.

TABLE OF CONTENTS

Attachments Incorporated for RFQQ #2026HCA01

Attachment 4 – Sample Work Order Template

Recitals The State of Washington, acting by and through the Health Care Authority (HCA), issued a Request for Qualifications and Quotation (RFQQ) dated September 10, 2026, (Attachment 1) for the purpose of purchasing Behavioral Health and Recovery Training and Support Services (Training and/or Services) Services in accordance with its authority under chapters 39.26 and 41.05 RCW.

[Contractor Name] submitted a timely Response to HCA’s RFQQ #2026HCA01 (Attachment 2).

HCA evaluated all properly submitted Responses to the above-referenced RFQQ 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 Training and/or Services awarded from RFQQ 2026HCA01.

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

1. Statement of Work (SOW)

0. The Contractor will provide the services and staff as described in Attachment 3: Statement of Work.

0. HCA will develop and issue a Work Order detailing the deliverables, tasks and budget as needed, for the as-needed Behavioral Health and Recovery Training and Support Services as outlined in this Contract. Attchment 4, Work Order outlines the specific details required on each applicable Work Order. The Work Order must be signed by an authorized representatives of each party prior to work commencing.

1. Definitions “Authorized Representative” means a person to whom signature authority has been delegated in writing acting within the limits of his/her authority.

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

“Behavioral Health” or “BH” – Refers to mental health and Substance Use Disorders (SUD), life stressors and crises, and stress-related physical symptoms. BH care refers to the prevention, diagnosis, treatment and recovery of those conditions.

“Behavioral Health and Recovery Support Services” or “Services” include, but are not limited to, education, support Conference Coordination, Consultation, Coaching, Curriculum Development, and Technical Assistance to the Behavioral Health Workforce.

“Behavioral Health and Recovery Training” or “Training(s)” include, but are not limited to, specific Trainings, Training Facilitation, Training Events, workshops, and Practice group sessions that provide education and support to the Behavioral Health Workforce.

“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, 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 an agreement that includes the Business Associate provisions required by the U.S. Department of Health and Human Services, Office for Civil Rights.

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

“Centers for Medicare and Medicaid Services” or “CMS” means the federal office under the Secretary of the United States Department of Health and Human Services, responsible for the Medicare and Medicaid programs.

“C.F.R.” means the Code of Federal Regulations. 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. .

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

“Coaching” a collaborative, non-evaluative process in which an experienced trainer partners with an organization or individual to provide personalized support and guidance. This partnership aims to enhance Practices, improve outcomes, and foster a culture of continuous learning.

“Conference Coordination” includes but not liminted to creating conference schedules, booking speakers, reserving venues, securing audiovisual and other equipment, catering arrangements, obtaining sponsorships, overseeing marketing efforts, and serving as the primary point of contact.

“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 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”.

“Consulting” or “Consultation” the act of providing knowledge, services and/or guidance, on an as-need basis to organizations or individuals.

“Continuum of Care” Behavioral Health covers both mental health and SUD services and supports. The Behavioral Health Continuum of Care includes mental health education and promotion, prevention, early intervention, treatment, recovery, and ongoing well-being supports (such as respite services), including supports and services that address emerging Behavioral Health issues before a diagnosis and more intensive services or clinical treatment is needed. It includes services and supports for individuals with co-occurring conditions. Throughout the Continuum of Care, culturally responsive care shall be available and best Practices (Evidence-Based, Research Based and Promising Practices) are encouraged to be promoted.

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

“Contract Administrator” means the HCA individual designated to receive legal notices and to administer, amend, or terminate this Contract.

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

“Curriculum Development” or “Curriculum” is a process of improving the Curriculum. Various approaches may be used in developing curricula. Commonly used approaches consist of analysis, objective design, selecting appropriate learning/teaching methods, formation of the Curriculum and review.

“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.

“Deliverable Based Payment” means compensation for services rendered based on completion of deliverables set forth in the Work Order statement of work. Payment is contingent on review and approval by HCA prior to payment.

“Designated Record Set” means a group of records maintained by or for a Covered Entity, 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.

“Developmentally Appropriate Care” means care that suits an individual’s stage of life by meeting their cognitive, emotional, and social needs.

“Diverse Staff” similarities and differences among awarded Contractor’s employees in terms of age, cultural background, physical abilities and disabilities, race, religion, gender, and sexual orientation.

“Diversity, Equity and Inclusion” or “DEI” Diversity refers not only to innate diversity (like race, age, gender, etc.), but also behavioral diversity like cultural fluency and cross-functional knowledge. Equity is the absence of avoidable, unfair, or remediable differences among groups of people, whether those groups are defined socially, economically, demographically or geographically or by other means of stratification. Inclusion is the result of welcoming, respecting, supporting, involving, valuing and empowering those around you equally.

“Division of Behavioral Health and Recovery” or “DBHR” – A division of the Washington State Health Care Authority (HCA) that provides program support for Behavioral Health including SUD prevention and treatment, mental health promotion and treatment, and recovery support services.

“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.

“Evidence-Based Program” or “Evidence Based Practice(s)” a Program or Practice that has had multiple site random controlled trials across heterogeneous populations demonstrating that the Program or Practice is effective for the population.

“Facilitation” is a technique used by trainers to help learners acquire, retain, and apply knowledge and skills. Participants are introduced to content and then ask questions while the trainer fosters the discussion, takes steps to enhance the experience for the learners, and gives suggestions.

“Harm Reduction” is a movement for social justice built on a belief in, and respect for, the rights of people who use drugs and include a set of practical strategies and ideas aimed at reducing negative consequences associated with drug use. Harm Reduction involves safer use of supplies and overdose response, as well as care settings, staffing, and interactions that are person-centered, supportive, and welcoming.

“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 codified at 42 USC 1320d-d8, as amended, and its attendant regulations as promulgated by the U.S. Department of Health and Human Services (HHS), the Centers for Medicare and Medicaid Services, the HHS Office of the Inspector General, and the HHS Office for Civil Rights. HIPAA inlcudes the Privacy, Security, Breach Notification, and Enforcement Rules at 45 C.F.R. Part 160 and Part 164.

“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.

“Learning Management System” a software application or web-based technology used to plan, implement, and access a specific learning process by documentation, tracking, reporting, automation, and delivery of educational courses, Training programs, materials or learning and development programs.

“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).

“Low Threshold - Low Barrier Treatment” are programs that increase access to Behavioral Health-related services and programs by creating person-centered programs that are easy to access, offer a high quality of care, and eliminate barriers associated with accessing or remaining in Behavioral Health treatment and related services. Elements include: a short time to the start of necessary medication (usually the same day), polysubstance use allowed initially and ongoing, counseling always offered, not mandated, urine drug screens are used to inform clinical care.

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

"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.

“Practitioner” any role within the Behavioral Health Workforce.

“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. Contractor’s Proprietary Information is information owned by Contractor to which Contractor claims a protectable interest under law.

“Promising Practice(s)” practice that presents, based upon preliminary information, potential for becoming a research-based or consensus-based Practice.

“Protected Health Information” or “PHI” means information that relates to the provision of health care to an individual; the past, present, or future physical or mental health or condition of an individual; or past, present or future payment for provision of health care to an individual. 45 C.F.R. 160 and 164. PHI includes demographic information that identifies the individual or about which there is reasonable basis to believe, can be used to identify the individual. 45 C.F.R. 160.103. PHI is information transmitted, maintained, or stored in any form or medium. 45 C.F.R. 164.501. PHI does not include education records covered by the Family Educational Right and Privacy Act, as amended, 20 USC 1232g(a)(4)(b)(iv)..

“Research Based Program” or “Research Based Practice(s)” a program or Practice that has some research demonstrating effectiveness, but that does not yet meet the standard of Evidence-Based Practices.

“Response” means Contractor’s Response to HCA’s RFQQ#2026HCA01 for Behavioral Health and Recovery Training and Support Services Services, Attachment 2, and is attached hereto.

“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/.

“Recovery Support Services” or “RSS” – Is a collection of resources that sustain long-term recovery from SUDs, including for people with co-occurring SUDs and mental health conditions and can include recovery housing, permanent supportive housing, employment and education pathways, peer supports and recovery coaching, family education, technological recovery supports, transportation and childcare assistance, and social connectedness.

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

“RFQQ” means the Request for Qualifications and Quotation used as the solicitation document to establish this Contract, including all its amendments and modifications, Attachment 1, and is attached hereto.

“School Based Services” or “School Based” various ways school districts implement School-Based Behavioral Health services, such as hiring School-Based therapists or social workers. This can include access to prevention programming, early identification of Behavioral Health challenges, and treatment options.

“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, Attachment 3, and is attached hereto.

“Subcontract” means any separate agreement or contract between the Contractor and an individual or entity (“Subcontractor”) to perform any duties that give rise to a business requirement to access the Data that is the subject 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.

“Subrecipient” means a non-federal entity that expends federal awards received from a pass-through entity to carry out a federal program, but does not include an individual that is a beneficiary of such a program. A Subrecipient may also be a recipient of other federal awards directly from a federal awarding agency. As in 45 C.F.R. 75.2, or any successor or replacement to such definition, for any federal award from HHS; or 2 C.F.R. 200.93, or any successor or replacement to such definition, for any other federal award.

“Substance Use Disorder” or “SUD” is a disorder that is present when the use of alcohol and/or drugs causes clinically and functionally significant impairment, such as mental health problems, disability, and failure to meet major responsibilities at work, school, or home.

“Technical Assistance” the process of providing targeted support to an organization with a development need or to acquire a specialized service or skill and is typically delivered over an extended period of time.

“Training(s)” the systemic development of knowledge, skills and attitudes required by an individual to perform adequately a given task or job.

“Training Event(s)” means seminars, conferences, symposiums, training programs (both certified and non- certified), training courses (both certified and non-certified), workshops, and Practice group sessions.

“Transition Youth Age” means individuals between the ages of 16 through 30 years of age.

“Trauma Informed Approach” addressing and understanding individual’s underlying psychological trauma by listening to the individual and working to integrate their voices into their service delivery plan.

“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/.

“Workforce Development” or “Workforce” is a Washington State initiative providing delivery of targeted statewide Training and Services that educated and prepares Behavioral Health providers and agencies with the needed skills, attitudes, and knowledge for improved work performance for providing services and supports from prevention through recovery.

“Work Order” is a contractual document containing specific Statement of Work issued under an as needed Contract awarded as a result of RFQQ 2026HCA01. Each Work Order must be within the scope of this as needed contract and must be signed by authorized representatives of each party prior to work commencing.

HCA RFQQ No. Page 3 of 3

HCA RFQQ No. 2026HCA01 Page 20 of 46

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 [DATE TBD], and continue through June 30, 2029, unless terminated sooner as provided herein.

This Contract may be extended through June 30, 2031, 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 Omitted as not applicable On-Site Contractor Orientation Omitted as not applicable On-Site Contractor’s Work Space Omitted as not applicable Compensation The parties have determined the method of payment for accomplishing the work herein will be through Deliverables Based Payments identified in each Work Order issued, inclusive of all fees, taxes, and expenses. Compensation for satisfactory performance of the work will not exceed the Work Orders maximum amount unless the parties agree to a higher amount via an amendment to the Work Order.

Contractor travel reimbursement, if any, is included in the total compensation. Contractor travel reimbursement is limited to the then-current rules, regulations, and guidelines for State employees published by the Washington State Office of Financial Management in the Washington State Administrative and Accounting Manual (http://www.ofm.wa.gov/policy/10.htm); reimbursement will not exceed expenses actually incurred.

A Work Order issued under this Contract may receive its funding source from a federal grant and be determined to be a Subrecipient. A Subrecipient Work Order will include the Federal Award Terms, Federal Compliance, Certification and Assurances form (authorized signature required), and a Federal Subrecipient Identification form(s).

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/it-systems/statewide-vendorpayee-services/receiving-payment-state.

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 the HCA Contract Manager and/or the HCA Work Order Manager with the HCA Contract number and Work Order number in the subject line of the email. Invoices must include the following information, as applicable:

The HCA Contract number and Work Order number;

Contractor name, address, phone number;

Description of services;

Date(s) of delivery;

Net invoice price for each item;

Applicable taxes;

Total invoice price; and 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.

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

HCA

Contract Manager Information

Olympia, WA 98504

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, or by a recognized courier service, or deposited with the United States Postal Service as first-class mail, postage prepaid certified mail, return receipt requested, to the parties at the addresses provided in this section.

In the case of notice to the Contractor:

Attention:

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;

(If applicable per Work Order) [Business Associate and] Data Sharing Terms (including the Washington OCIO Security Standard 141.10);

(If applicable per Work Order) Federal Award Terms;

(If applicable per Work Order) Attachment 6: Federal Compliance, Certifications and Assurances;

Attachment 4: Work Order(s) issued under this Contract;

Attachment 3: Statement of Work;

Attachment 1: HCA RFQQ 2026HCA01;

Attachment 2: Contractor Response to HCA RFQQ 2026HCA01; 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 the 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 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 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 Protected Health Information may be required to enter into a Business Associate Agreement with HCA in compliance with the requirements of the Health Insurance Portability and Accountability Act of 1996, Pub. L. 104-191, as modified by the American Recovery and Reinvestment Act of 2009 (“ARRA”), Sec. 13400 – 13424, H.R. 1 (2009) (HITECH Act) (HIPAA).

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

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

Contractor’s Proprietary Information Contractor acknowledges that HCA is subject to chapter 42.56 RCW, the Public Records Act, and that this Contract will be a public record as defined in chapter 42.56 RCW. Any specific information that is claimed by Contractor to be Proprietary Information must be clearly identified as such by Contractor. To the extent consistent with chapter 42.56 RCW, HCA will maintain the confidentiality of Contractor’s information in its possession that is marked Proprietary. If a public disclosure request is made to view Contractor’s Proprietary Information, HCA will notify Contractor of the request and of the date that such records will be released to the requester unless Contractor obtains a court order from a court of 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 he or she will review the dispute. The HCA Director will inform the parties in writing within five (5) Business Days of the procedural manner in which he or she will review the dispute, including a timeframe in which he or she will issue a written decision.

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.