RFP#2535-875_AttA_Sample_Contract.docx

SERVICES CONTRACT

Global Leasing DSHS Contract Number:

Resulting From Procurement Number:

2535-875

Contractor Contract Number:

CONTRACTOR NAME

CONTRACTOR doing business as (DBA)

CONTRACTOR ADDRESS

WASHINGTON UNIFORM BUSINESS IDENTIFIER (UBI)

DSHS INDEX NUMBER

CONTRACTOR CONTACT

CONTRACTOR TELEPHONE

CONTRACTOR FAX

CONTRACTOR E-MAIL ADDRESS

DSHS ADMINISTRATION

DSHS DIVISION

DSHS CONTRACT CODE

DSHS CONTACT NAME AND TITLE

DSHS CONTACT ADDRESS

DSHS CONTACT TELEPHONE

DSHS CONTACT FAX

DSHS CONTACT E-MAIL ADDRESS

IS THE CONTRACTOR A SUBRECIPIENT FOR PURPOSES OF THIS CONTRACT?

ASSISTANCE LISTING NUMBER(S)

CONTRACT START DATE

CONTRACT END DATE

CONTRACT MAXIMUM AMOUNT

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

|X| Exhibits (specify): Exhibit A - Data Security Requirements |_| No Exhibits.

The terms and conditions of this Contract are an integration and representation of the final, entire and exclusive understanding between the parties superseding and merging all previous agreements, writings, and communications, oral or otherwise, regarding the subject matter of this Contract. The parties signing below represent that they have read and understand this Contract, and have the authority to execute this Contract. This Contract shall be binding on DSHS only upon signature by DSHS.

CONTRACTOR SIGNATURE

Sample Contract - Do Not Sign

PRINTED NAME AND TITLE

DATE SIGNED

DSHS SIGNATURE

Sample Contract - Do Not Sign

PRINTED NAME AND TITLE

DATE SIGNED

DSHS Central Contract Services RFX#2435-866 Sample Contract Page 3 Definitions. The words and phrases listed below, as used in this Contract, shall each have the following definitions:

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

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

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

“CCLS Chief” means the manager, or successor, of Central Contracts and Legal Services or successor section or office.

“Contractor” means the individual or entity performing services pursuant to this Contract and includes the Contractor’s owners, members, officers, directors, partners, employees, and/or agents, unless otherwise stated in this Contract. For purposes of any permitted Subcontract, “Contractor” includes any Subcontractor and its owners, members, officers, directors, partners, employees, and/or agents.

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

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

“Encrypt” means to encode Confidential Information into a format that can only be read by those possessing a “key;” a password, digital certificate or other mechanism available only to authorized users. Encryption must use a key length of at least 256 bits for symmetric keys, or 2048 bits for asymmetric keys. When a symmetric key is used, the Advanced Encryption Standard (AES) must be used if available.

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

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

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

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

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

“Secured Area” means an area to which only authorized representatives of the entity possessing the Confidential Information have access. Secured Areas may include buildings, rooms or locked storage containers (such as a filing cabinet) within a room, as long as access to the Confidential Information is not available to unauthorized personnel.

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

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

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

“WAC” means the Washington Administrative Code. All references in this Contract to WAC chapters or sections shall include any successor, amended, or replacement regulation. Pertinent WAC chapters or sections can be accessed at http://apps.leg.wa.gov/wac/.

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

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

Billing Limitations.

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

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

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

Compliance with Applicable Law and Washington State Requirements.

Applicable Law. Throughout the performance of this Agreement, Contractor shall comply with all federal, state, and local laws, regulations, and executive orders to the extent they are applicable to this Agreement.

Civil Rights and Nondiscrimination. Contractor shall comply with all federal and state civil rights and nondiscrimination laws, regulations, and executive orders to the extent they are applicable to this Agreement, including, but not limited to, and as amended, Titles VI and VII of the Civil Rights Act of 1964; Sections 503 and 504 of the Rehabilitation Act of 1973; the Americans with Disabilities Act (ADA); Executive Order 11246; the Health Insurance Portability and Accountability Act of 1996 (HIPAA); the Age Discrimination in Employment Act of 1967, the Age Discrimination Act of 1975, the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, and Chapter 49.60 of the Revised Code of Washington, Washington’s Law Against Discrimination. These laws, regulations and executive orders are incorporated by reference herein to the extent that they are applicable to the Contract and required by law to be so incorporated.

In the event of the Contractor’s noncompliance or refusal to comply with any applicable nondiscrimination laws, regulations, and executive orders, this Agreement may be rescinded, canceled, or terminated in whole or in part.

Nondiscrimination.

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

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

Certification Regarding Russian Government Contracts and/or Investments. Contractor shall abide by the requirements of Governor Jay Inslee’s Directive 22-03 and all subsequent amendments. The Contractor, by signature to this Contract, certifies that the Contractor is not presently an agency of the Russian government, an entity which is Russian-state owned to any extent, or an entity sanctioned by the United States government in response to Russia’s invasion of Ukraine. The Contractor also agrees to include the above certification in any and all Subcontracts into which it enters. The Contractor shall immediately notify DSHS if, during the term of this Contract, Contractor does not comply with this certification. DSHS may immediately terminate this Contract by providing Contractor written notice if Contractor does not comply with this certification during the term hereof.

Confidentiality.

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

as provided by law; or, in the case of Personal Information, with the prior written consent of the person or personal representative of the person who is the subject of the Personal Information.

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

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

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

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

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

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

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

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

Use a Trusted System.

Encrypt the Confidential Information, including:

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

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

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

Send paper documents containing Confidential Information via a Trusted System.

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

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

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

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

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

E-Signature and Records. An electronic signature or electronic record of this Contract or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Contract or such other ancillary agreement for all purposes.

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

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

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

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

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

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

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

Survivability. The terms and conditions contained in this Contract or any Program Agreement which, by their sense and context, are intended to survive the expiration or termination of the particular agreement shall survive. Surviving terms include, but are not limited to: Billing Limitations; Confidentiality, Disputes; Indemnification and Hold Harmless, Inspection, Maintenance of Records, Notice of Overpayment, Ownership of Material, Termination for Default, Termination Procedure, and Treatment of Property.

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

If the funds DSHS relied upon to establish this Contract or Program Agreement are withdrawn, reduced or limited, or if additional or modified conditions are placed on such funding, after the effective date of this contract but prior to the normal completion of this Contract or Program Agreement:

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

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

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

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

DSHS may immediately terminate this Contract by providing written notice to the Contractor. The termination shall be effective on the date specified in the termination notice. DSHS shall be liable only for payment in accordance with the terms of this Contract for services rendered prior to the effective date of termination. No penalty shall accrue to DSHS in the event the termination option in this section is exercised.

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

Additional General Terms and Conditions – Professional Service Contracts:

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

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

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

DES Filing Requirement. Under RCW 39.26, sole source contracts and amendments must be filed with the State of Washington Department of Enterprise Services (DES). If this Contract is one that must be filed, it shall not be effective nor shall work commence or payment be made until the fifteenth (15th) working day following the date of filing subject to DES approval. In the event DES fails to approve the Contract or any amendment hereto, the Contract or amendment shall be null and void.

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

Indemnification and Hold Harmless.

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

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

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

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

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

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

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

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

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

Include a statement as to why the Contractor thinks the notice is incorrect; and Include a copy of the overpayment notice.

Timely and complete requests will be scheduled for a formal hearing by the Office of Administrative Hearings. The Contractor may be offered a pre-hearing or alternative dispute resolution conference in an attempt to resolve the overpayment dispute prior to the hearing.

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

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

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

Subrecipients.

General. If the Contractor is a subrecipient of federal awards as defined by 2 CFR Part 200 and this Agreement, the Contractor shall:

Maintain records that identify, in its accounts, all federal awards received and expended and the federal programs under which they were received, by Assistance Listing Numbers (ALN) title and number, award number and year, name of the federal agency, and name of the pass-through entity;

Maintain internal controls that provide reasonable assurance that the Contractor is managing federal awards in compliance with laws, regulations, and provisions of contracts or grant agreements that could have a material effect on each of its federal programs;

Prepare appropriate financial statements, including a schedule of expenditures of federal awards;

Incorporate 2 CFR Part 200, Subpart F audit requirements into all agreements between the Contractor and its Subcontractors who are subrecipients;

Comply with the applicable requirements of 2 CFR Part 200, including any future amendments to 2 CFR Part 200, and any successor or replacement Office of Management and Budget (OMB) Circular or regulation; and Comply with the Omnibus Crime Control and Safe streets Act of 1968, Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Title II of the Americans with Disabilities Act of 1990, Title IX of the Education Amendments of 1972, The Age Discrimination Act of 1975, and The Department of Justice Non-Discrimination Regulations, 28 C.F.R. Part 42, Subparts C.D.E. and G, and 28 C.F.R. Part 35 and 39. (Go to https://ojp.gov/about/offices/ocr.htm for additional information and access to the aforementioned Federal laws and regulations.)

Single Audit Act Compliance. If the Contractor is a subrecipient and expends $750,000 or more in federal awards from any and/or all sources in any fiscal year, the Contractor shall procure and pay for a single audit or a program-specific audit for that fiscal year. Upon completion of each audit, the Contractor shall:

Submit to the DSHS contact person the data collection form and reporting package specified in 2 CFR Part 200, Subpart F, reports required by the program-specific audit guide (if applicable), and a copy of any management letters issued by the auditor;

Follow-up and develop corrective action for all audit findings; in accordance with 2 CFR Part 200, Subpart F; prepare a “Summary Schedule of Prior Audit Findings” reporting the status of all audit findings included in the prior audit's schedule of findings and questioned costs.

Overpayments. If it is determined by DSHS, or during the course of a required audit, that the Contractor has been paid unallowable costs under this or any Program Agreement, DSHS may require the Contractor to reimburse DSHS in accordance with 2 CFR Part 200.

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

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

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

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

Failed to perform under, or otherwise breached, any term or condition of this Contract; and/or Violated any applicable law or regulation.

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

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

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

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

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

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

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

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

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

Taxes.

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

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

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

DSHS General Terms and Conditions

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

“Business Day” or “Business Days” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States, or any day which is a state holiday in the State of Washington.

“Global Lease” means a risk mitigation strategy to link HCLA Clients with Contractors who own or lease units from another owner and then lease or sublease those units to HCLA Clients.

“HCLA” means the Home and Community Living Administration, the division within DSHS responsible for facilitating long-term care services for residents of Washington state who are elderly or a person with a disability who may need state funds to help pay for such services.

“HCLA Client” means the eligible individual determined by HCLA to be qualified to receive housing support services and referred to the Contractor to receive the services pursuant to this Contract. For the purposes of this Contract, HCLA Client will mean to include the family of the individual being referred.

“Rental Subsidy” means the subsidy provided to eligible individuals until permanent housing is obtained, or the client vacates the Premises.

“HHS” means Housing Habitability Standards.

“Housing Assistance Payment” or “HAP”means Housing Assistance Payments, agreements between a public housing authority and a property owner or landlord to define the amount and payment method for a rental subsidy.

“Housing Authority” means a public body, often a city or county government agency, responsible for providing affordable housing to low-income individuals and families.

“Housing Program Manager” or “HPM” means a HCLA employee who works within the Office of Housing and Employment.

“Landlord Mitigation Funds” means funds provided by the Washington State Landlord Mitigation Fund program for repairs required to pass housing inspections, cover rent losses or pay for qualifying damages caused by a tenant.

“Leased Unit” means premises intended for residential use in accordance with the State of Washington building codes and regulations, owned by a third party landlord and leased by the Global Leasing contractor and subleased to a HCLA client. Units shall include studio apartments and one-bedroom apartments.

“Lease Up” means filling vacant rental units in a property with tenants on a fully executed lease.

“Low Barrier Application” means an application approach that facilitates access to safe and stable housing without stringent conditions or prerequisites. For the purposes of this Contract, stringent conditions or prerequisites include, but are not limited to: credit checks, individual income, rental or criminal history.

“Market Rate” means non-subsidized properties that are rented at local market rate rent amounts.

“Owned Unit” means premises intended for residential use in accordance with the State of Washington building codes and regulations, owned by the Global Leasing contractor that have been set-aside for Global Leasing tenants. Units shall include studio apartments and one-bedroom apartments.

“Premises” means the real property upon which is located a structure that has a room or set of rooms to be used as a residence for a maximum of one family, including, without limitation, a condominium or apartment complex, each unit of which is designed to be used as a residence for a maximum of one family. For the purposes of this Contract, Premises shall not include transitional housing, single room occupancy units, single family homes or any type of shared housing units.

“Property Owner” means the individual or entity that has legal title to a property.

“Referral” means the effective linkage made by a HPM, using either email, telephone or fax, of an HCLA Client to the Contractor so that the HCLA Client can receive the services set forth under the Contract.

“Risk Mitigation Funds” means funds designed to assist housing providers in covering the excess costs not traditionally allowable in housing subsidies.

“Spokane Housing Authority” or “SHA” means the Public Housing Authority in Spokane, WA.

“Standard Lease” means a legally binding contract outlining the terms of a rental agreement between a landlord and a tenant, typically for a fixed term. All standard leases in Washington State should fully comply with Washington State Landlord Tenant laws.

“Sublease” means an arrangement where an existing tenant re-rents a property to a third party. The original tenant retains some right or interest under the original lease.

“Subsidy Holder” means the individual receiving a rental subsidy from HCLA.

Purpose and Period of Performance.

The purpose of this Contract is to set forth the terms and conditions between the Contractor and HCLA by which the Contractor provides accessible and affordable housing units to Subsidy Holders. The units identified in this contract will allow for Subsidy Holders who face high housing barriers to quickly lease up in community integrated housing that is supported by Global Leasing Risk Mitigation Funds. The intent of this Contract is to mitigate risk while also affording client choice in housing options.

The initial term of this Contract is as set forth on the Contract cover page, starting on the date shown as “Contract Start Date” and ending on the date shown as “Contract End Date.” DSHS may extend this contract for up to one (1) additional term. Each additional term may be for up to two (2) years. Maximum consideration for each additional term shall be as set forth in the contract amendment / statement of work for the contract extension.

Global Leasing Unit Property Owner and Fair Market Rate.

If the Global Leasing Unit (the “Unit”) provided by the Contractor is owned by a third-party Property Owner, the HAP contract will be between Spokane Housing Authority and the Property Owner, or property management agency listed on the Standard Lease, and the Unit leased by the Contractor pursuant to this Contract shall not exceed 120% of the area Fair Market Rate. The sub-lease rent shall not exceed the rent amount of the Standard Lease.

If the Contractor is the Property Owner of the Global Leasing Unit, the HAP contract will be between Spokane Housing Authority and the Contractor. The Unit leased by the Contractor pursuant to this Contract shall not exceed 110% of the area Fair Market Rate.

Incorporated by Reference. The documents set forth below are hereby incorporated in the Contract by reference, and are deemed by the parties to constitute a legally binding part of the obligations herein:

DSHS RFP #2535-875, including all Amendments and Exhibits, The Contractor’s written response to DSHS RFP #2535-875.

Subcontractor / Prompt Payment & Retainage. If the Contractor utilizes subcontractors to complete the work contemplated herein, the Contractor will pay each subcontractor for satisfactorily completed work no later than thirty (30) days after receiving payment from DSHS. Contractor will return any retainage payments to each subcontractor within thirty (30) days after the subcontractor’s work is satisfactorily completed and any liens have been secured. Any delay or postponement of payment within this time period may occur only for a good cause following written approval of DSHS. In addition, DSHS will not pay the Contractor for subcontractor work unless the Contractor can show that a prompt payment method for subcontractors is established.

Access Equity. If Contractor utilizes an Office of Minority and Women’s Business Enterprises (OMWBE) Certified subcontractor to perform work under this Contract, this section applies. In such circumstances, this Contract is subject to compliance tracking using Access Equity, Washington’s online business diversity vendor management system (B2Gnow), which is managed by OMWBE. Access Equity is web-based and can be accessed at https://omwbe.diversitycompliance.com/. User guides and documentation related to Contractor and subcontractor access to and use of Access Equity are available online at https://omwbe.wa.gov/access-equity-help-center. Contractor may contact the DSHS Contract Manager for technical assistance in using the Access Equity system.

Contract Payment Reporting & Verification. Contractor and any OMWBE Certified subcontractors utilized by Contractor to perform this Contract shall utilize Access Equity to report and confirm receipt of payments made to Contractor by DSHS and to each subcontractor.

Contractor Requirements.

Registration. Contractor, within fifteen (15) calendar days of the effective date of this Contract, shall register in Access Equity and enter all required subcontractor information. Confidential information (Tax ID, etc.) is not required for vendor registration, and SHOULD NOT BE INCLUDED as this information is available to all B2Gnow customers. In the event DSHS approves a change to subcontractors after the effective date of this Contract, Contractor shall update Access Equity within fifteen (15) calendar days of such change.

Training. Contractor, within twenty (20) calendar days of the effective date of this Contract (or later engagement of a subcontractor), shall complete the required Access Equity user training (two (2) one-hour online sessions).

Subcontractors. Contractor shall require any OMWBE Certified subcontractor(s) utilized by Contractor to perform this Contract to:

Register in Access Equity;

Complete the required Access Equity user training;

Use Access Equity to verify the amount and date of receipt of each payment from Contractor or, if applicable, a higher tier subcontractor;

Use Access Equity to report payments made by subcontractor to any lower tier subcontractor(s), if any, in the same manner as specified herein;

Promptly respond to any requests or instructions from Contractor or system-generated messages to check or provide information in Access Equity; and When necessary, promptly coordinate with Contractor and/or DSHS to resolve any discrepancies between reported and received payments.

Reporting. Contractor, quarterly shall report the amount and date of:

All payments received from DSHS; and All payments paid to subcontractor(s);

Provided, however, that Contractor shall mark as “final” and report final subcontractor payments no later than thirty (30) calendar days after final payment is due to subcontractor(s).

Monitor & Respond. Contractor shall monitor contract payments and respond promptly to any requests or instructions from DSHS or system-generated messages to check or provide information in Access Equity.

Resolve Discrepancies. When necessary, promptly coordinate with subcontractor(s) and/or DSHS to resolve any discrepancies between reported and received payments.

Right to withhold Payment for Noncompliance. In the event Contractor or subcontractors, if any, fails to comply with this section, DSHS may, in addition to any other lawful remedy, upon written notice of such noncompliance, withhold payment to Contractor until such time as such noncompliance is cured.

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

Onboarding. Prior to rendering any of the services described herein, the Contractor and any Contractor staff assigned to perform the work under the Contract shall attend the Global Leasing onboarding series. The Contractor shall maintain written documentation for such staff who attended the event for the duration of the Contract term.

Global Leasing. For the duration of the Contract term, the Contractor shall accept Referrals from the HCLA Housing Program Manager. Upon receiving and acceptance of a new Referral, the Contractor shall lease – or in the event Contractor does not own the Premises, Sublease - a Global Leasing Unit, in accordance with the Global Leasing Procedures set forth by the Contract’s Exhibit B, attached herein, and subject to the following additional conditions:

If the Contractor is the owner of more than one Global Leasing Unit, the Contractor agrees to:

RFP NOTE: Items labeled (XX) below will be added to the Contract after the Apparent Successful Bidder(s) are announced, prior to Contract execution.

Set aside or Lease (XX) units for HCLA Subsidy Holders. The Contractor will maintain (XX) units for the duration of this Contract.

Institute a low barrier application process as defined in the Global Leasing Procedure and offer the HCLA Clients a choice of neighborhoods to reside whenever possible.

Contractor’s use of Global Leasing Funds must be limited to the line items documented by Exhibit (XX), attached to this Contract.

The Contractor shall not use Global Leasing funds to pay rent once the unit is occupied.

The Contractor may use Global Leasing Funds to pay for utilities not included as part of the rent for unoccupied units. The Contractor shall not use Global Leasing Funds to pay for utilities in occupied units, the HCLA Client will be responsible for such utilities.

Premises Maintenance and Standards.

Owned units:

the Contractor shall coordinate with Spokane Housing Authority to facilitate unit inspections before client move-in.

Global Leased Units:

If the Contractor is NSPIRE certified, Contractor shall conduct an NSPIRE inspection of the unit prior to signing the Global Lease.

HHS Inspections may be permitted with prior approval from HCLA.

The Contractor must coordinate necessary repairs to bring unit into compliance prior to signing the Standard Lease or Sublease.

Correspondence, Reporting and Notifications.

The Contractor must be available to HCLA staff for telephone and written communications as necessary, and on a pre-established schedule determined by mutual arrangement between the parties. The Contractor must respond to all telephone and written communication from HCLA within two (2) business days.

The Contractor shall provide a monthly report to DSHS, using the format approved by DSHS, on or before the tenth (10th) day of each month. Such reports must contain the information set forth below to be deemed acceptable by DSHS:

Unit address, including County Number of occupied units Number of vacancies Expected upcoming leases Upcoming availability Unit Status (rented, vacant) Global Lease date Sublease start and end dates Move Out date Costs associated with tenancy for each unit (must include deposits, fees, etc.)

Risk Mitigation expenditures for each unit Landlord Mitigation payments received Rent arrears

The Contractor shall complete and retain property move-in and move-out property condition reports in compliance with the Department of Commerce Landlord Mitigation Program. Landlord mitigation claims should be made prior to utilizing Risk Mitigation Funds for repairs to units. Risk Mitigation funds shall not be used for duplication or supplantation of services.

The Contractor shall notify appropriate contracted service providers and designated HCLA HPM within one business day for any posted tenant notices.

The Contractor shall notify the HCLA HPM within one Business Day when a referred tenant’s housing is at risk, prior to termination, and work with HCLA HPM to prevent eviction. The Contractor must comply with the termination procedure requirements established in the Global Leasing Procedure.

The Contractor shall notify the designated HCLA HPM of upcoming Unit vacancies within five business days of being made aware that a Unit will become vacant.

Referral Process. The Contractor hereby agrees to adhere to the Referral, leasing and sub-leasing procedures and requirements set forth below.

Upon receiving a new Referral from an HCLA HPM, the Contractor will respond by email within two (2) business days confirming that they will Sub-lease the unit to the client or to request more information if needed.

Contractor will notify designated HCLA HPM about any reason for denial of tenancy or restrictive eligibility criteria for the property.

Leasing and Sub-Leasing Process.

Contractor must provide the HCLA Client with a lease without additional addendums. Lease must be pre-approved by HCLA.

The Contractor must make reasonable efforts to ensure that units are leased up within 90 calendar days and maintain an occupancy rate of at least 70% during the contract term. Exceptions may be approved by HCLA HPM on a case-by-case basis.

Rental Subsidies.