Sole_Source_PRV29400-0_Talance_Inc_Amendment_1.pdf

STATE OF WASHINGTON

Washington State Department of Health

SOLE SOURCE POSTING

July 23, 2024

The Washington State Department of Health (DOH) contemplates awarding a sole source contract to Talance Inc.to provide training course revision to core curriculum with the Washington State Department of Health’s Community Health Worker Training program. This contractor currently maintains the core curriculum training platform and has for the years since its development. Talance Inc. is the only entity with direct experience with the training platform and needs of the Community Health Worker Training program in Washington State. This revision focuses on updating the current core curriculum to align with the national standards for Community Health Worker training. This work is outside the scope of the existing DOH Sole Source contract PRV28336 with Talance Inc. but involves their proprietary training platform software.

Talance Inc. is a nationwide leader in development of web-based Community Health Worker learning solutions and has partnered with several states in the development of evidenced based CHW Core Training curriculum. Washington State currently subscribes to this learning management platform to access a CHW Core Training curriculum and health specific topics, on-demand to conduct highly interactive virtual classes.

The scope requires experience in working with or directly supporting Community Health Workers that demonstrates an understanding of their role in supporting health care systems and community and clinical linkages, specifically in areas such as population health, social determinants, and health disparities.

DOH found the Contractor can meet the following qualifications: Demonstrated project management and technical expertise in facilitation of web-based learning content specifically designed for Community Health Workers & related professionals and can work collaboratively with the CHW Training Program facilitator/curriculum developer.

Specifically, Talance Inc. is the proprietary owner of their software, has specific unique expertise not available elsewhere with their software and is the only vendor that can provide enhancements.

Interested firms will be considered only if they respond with clear and convincing documentation that they can meet the requirements stated herein, and that competition would be advantageous to the State, would not be cost or time prohibitive, and would not hinder the mission objective of the Department of Health.

In the absence of other qualified sources, it is the state’s intent to make a sole source award of the contract. DOH reserves the right to amend the contract in whatever increments it deems necessary.

DOH will enter into an approximately 11-month contract with Talance Inc. The contract will be issued on or around August 13, 2024 and will continue for an approximately 11-month initial term. The cost of this approximately 11-month contract is $373,891.00. DOH may opt to extend the contract for an

Sole_Source_PRV29400-0_ Talance_Inc_v3 additional three (3) times in one (1) year increments, or in whatever increments meet DOH business needs, not to exceed four (4) years total, subject to the availability funding and if required. DOH determines that each optional additional one (1) year extension would result in equal (and/or slightly higher) consideration being added to the total contract value.

Offerors contemplating the above requirements are required to submit capability statements detailing their ability to meet the state’s requirements within ten (10) working days of this announcement (by 2:00 p.m., August 6, 2024). The following information should be included in the capability statements:

Capability statements should address the following state requirements:

• Ability to maintain functionality of the current proprietary training platform owned by current contractor, Talance Inc., while modernizing the curriculum and functionality of the system.

• Demonstrated competence in building programs within the Talance Inc. training platform.

• Extensive, established relationships with the Community Health Worker community, with a deep understanding of the training needs as related to the DOH Core Curriculum.

• Significant level of experience working with or directly supporting Community Health

Workers that demonstrates an understanding of their role in supporting health care systems and community and clinical linkages, specifically in areas such as population health, social determinants, and health disparities.

• Demonstrated project management and technical expertise in facilitation of web-based learning content specifically designed for Community Health Workers & related professionals in Washington State.

• Ability to collaborate with CHW manager for the development of modules within a change management focus that is guided by CHW leadership for new directions.

In the absence of other qualified sources, it is the state’s intent to make a sole source award of the contract. To submit capability statements or for questions, contact:

Name: Laurelle Lee, Solicitation Coordinator Email: Bids@doh.wa.gov Include PRV29400 in subject line

NOTE: DOH is posting this sole source notice per DES Policy 140-00. This notice is made available on the DOH web site and via WEBS under commodity codes:

208-66-Professional: Computer Training, Hospital/Pharmacy, Legal, etc.

208-81-Software For Computer Software Training 918-38-Education and Training Consulting 924-05-Advisory Services, Educational 924-16-Course Development Services, Instructional/Training 924-35-In-Service Training (For Employees)

Revised: 7-12-22. ver.0723/24.

mailto:Bids@doh.wa.gov

DOH Contract PRV29400 -0 Page 1 of 23 June 2024. Ver.07/23/2024.

CONTRACT NUMBER:

PRV29400

SUB-RECIPIENT

YES NO

FFATA FORM REQUIRED

YES NO

THIS AGREEMENT is made by and between the State of Washington Department of Health, hereinafter referred to as DOH, and the party whose name appears below, hereinafter referred to as Contractor.

CONTRACTOR NAME and ADDRESS:

TALANCE INC.

PO BOX 2404

ROCKLIN, CA 95677

FEDERAL TAX ID#: 04-3542555

STATEWIDE VENDOR#: 0114637-00

PURPOSE: To develop two programs, one in Spanish and one English, to align with the CHW Core Consensus (C3) Project recommendations of competencies. These programs will be developed in Articulate and will include the integration of interactive elements. Both the Spanish and English programs will cover all C3 competencies in 12 modules. Each program will be completed in eight weeks, totaling approximately 40 hours of class time for each program.

IT IS MUTUALLY AGREED THAT:

STATEMENT OF WORK: The Contractor shall provide all the necessary personnel, equipment, materials, goods and services and otherwise do all things necessary for or incidental to the performance of the work as described in Exhibit A, attached hereto and incorporated herein.

PERIOD OF PERFORMANCE: Subject to its other provisions, the period of performance under this contract shall be from Date of Execution (Approximately August 13, 2024) through June 30, 2025 unless sooner terminated as provided herein. Any work done outside of the period of performance shall be provided at no cost to DOH.

DOH may opt to extend the contract for an additional three (3) times in one (1) year increments, or in whatever increments meet DOH business needs, not to exceed four (4) years total, subject to the availability funding and if required. DOH determines that each optional additional one (1) year extension would result in equal (and/or slightly higher) consideration being added to the total contract value.

DEPARTMENT OF ENTERPRISE SERVICES APPROVAL: This contract may be required to be filed with the Department of Enterprise Services (DES) for approval under the provisions of Chapter 39.26 RCW. No contract or amendment required to be so filed is effective and no work thereunder shall be commenced nor payment made therefore until fifteen (15) working days following the date of filing, and, if required, until approved by DES. In the event DES fails to approve the contract or amendment, the contract shall be null and void.

FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT (FFATA): If checked above, this contract is supported by federal funds that require compliance with the Federal Funding Accountability and Transparency Act (FFATA or the Transparency Act). The purpose of the Transparency Act is to make information available online so the public can see how federal funds are spent.

DOH Contract PRV29400 -0 Page 2 of 23

To comply with the act and be eligible to enter into this contract, your organization must have a Unique Entity Identifier (UEI) number. A UEI number provides a method to verify data about your organization.

If you do not already have one, you may receive a UEI number free of charge by contacting System for Award Management (SAM) at SAM.GOV.

Information about your organization and this contract will be made available on www.USASpending.gov by DOH as required by P.L. 109-282. DOH’s form, Federal Funding Accountability and Transparency Act Data Collection Form, is considered part of this contract and must be completed and returned along with the contract.

CONSIDERATION: The maximum consideration available under this contract shall not exceed $373,891.00 without a properly executed written amendment signed by representatives of both parties authorized to do so. Consideration includes but is not limited to all taxes, fees, surcharges, etc.

Source of Funds (Source is subject to change):

Federal: $233,681.90 State: $140,209.10 Other: $0 TOTAL: $373,891.00

Contractor agrees to comply with all applicable rules and regulations associated with these funds.

DOH may opt to extend the contract for an additional three (3) times in one (1) year increments, or in whatever increments meet DOH business needs, not to exceed four (4) years total, subject to the availability funding and if required. DOH determines that each optional additional one (1) year extension would result in equal (and/or slightly higher) consideration being added to the total contract value.

Unless otherwise indicated in this contract, any State funds which are unexpended as of June 30th will not be available for carry over into the next State fiscal year (July – June).

INVOICES AND PAYMENT: Contractor will submit invoices to the DOH Project Manager for all amounts to be paid. Invoices must reference this contract number and provide detailed information as requested. All invoices must be approved by DOH prior to payment; approval will not be unreasonably withheld. DOH will authorize payment only upon satisfactory completion and acceptance of deliverables and for allowable costs as outlined in the statement of work and/or budget. DOH will return all incorrect or incomplete invoices and will not pay for services that occur outside the period of performance. The Contractor will not invoice for services if they are entitled to payment, have been, or will be paid by any other source for that service.

DOH will issue payment within 30 days of receiving a correct and complete invoice and approving the deliverable(s). DOH must receive correct and complete invoices within 60 days of the contract expiration date. Late invoices will be paid at the discretion of DOH and are contingent upon the availability of funds.

Failure to submit a properly completed IRS form W-9 may result in delayed payments.

GOVERNANCE: In the event of an inconsistency in this contract, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order:

A. Federal statutes and regulations B. State statutes and regulations C. Amendments to this Contract instrument D. The contract (in this order)

1. Primary document (document that includes the signature page)

2. Statement of Work (Exhibit A)

3. Standard/General Terms and Conditions (Exhibit B)

Any conflict among these documents shall be resolved by giving authority to these documents in the order listed above.

https://sam.gov/content/home https://www.usaspending.gov/Pages/default.aspx

DOH Contract PRV29400 -0 Page 3 of 23

UNDERSTANDING: This contract, including referenced exhibits, attachments and documents included herein by reference, contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this contract shall exist or bind any of the parties hereto.

APPROVAL: This contract shall be subject to the written approval of DOH Contracting Officer and shall not be binding until so approved. Only the Contracting Officer or his/her designee, by written delegation made prior to action, shall have the expressed, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this contract. Furthermore, any alteration, amendment, modification, or waiver of any clause or condition of this contract is not effective or binding unless made in writing and signed by the Contracting Officer.

IN WITNESS WHEREOF: DOH and the Contractor have signed this contract.

This contract has been approved as to form by the attorney general.

CONTRACTOR SIGNATURE

{{Sig_es_:signer1:signature}}

DATE

{{Dte_es_:signer1:date}}

PRINT OR TYPE NAME

{{N_es_:signer1:fullname}}

TITLE

{{*Ttl_es_:signer1:title}}

DOH CONTRACTING OFFICER SIGNATURE

{{Sig_es_:signer2:signature}}

DATE

{{Dte_es_:signer2:date}}

EXHIBIT A

STATEMENT OF WORK

DOH CONTRACT PRV29400

TALANCE INC.

Date of Execution (Approximately August 13, 2024) through June 30, 2025

DOH Contract PRV29400 -0 Page 4 of 23

Purpose: This project is to develop two new training programs within the current training platform owned and maintained by Talance Inc and managed in the current contract PRV28336. One course will be in Spanish and one English, to align with the CHW Core Consensus (C3) Project recommendations of competencies. These programs will be developed in Articulate and will include the integration of interactive elements. Both the Spanish and English programs will cover all C3 competencies in 12 modules. Each program will be completed in eight weeks, totaling approximately 40 hours of class time for each program.

Budget: $373,891.00

Period of Performance: DOE to June 30, 2025.

The contractor will perform the following tasks:

Task Number and Description Deliverable Due Date Estimated Budget End of Budget Period

Final Invoice Due

1. Conduct Needs Assessment.

• Draft survey: Initial version of the survey to gather information and requirements from CHWs, the Community Health Worker Coalition for Migrants and Refugees (CHWCMR), and the CHW leadership committee

Within 30 days after

DOE

$46,736.38

Funding Source:

FFY23 MCHBG

SPECIAL PROJ

HRSA

9/30/2024 11/29/2024

2. Project Analysis Project plan: Comprehensive plan outlining tasks, milestones, timelines, and resources.

Within 30 days after

DOE

$46,736.34 Funding Source:

FFY23 MCHBG

SPECIAL PROJ

HRSA

9/30/2024 11/29/2024

3. Graphic Design • Design documents: Visual representations of the training program's graphical elements and layout.

Within 30 days after

DOE

$93,472.76

Funding Source:

FFY23 MCHBG

SPECIAL PROJ

HRSA

9/30/2024 11/29/2024

DOH CONTRACT PRV29400

DOH Contract PRV29400 -0 Page 5 of 23

Task Number and Description Deliverable Due Date Estimated Budget End of Budget Period

Final Invoice Due

4. Instruction Design Text Storyboard

Text storyboard: Written outline of the instructional content and its sequence in MS Word format.

September 30, 2024 $46,736.38

Funding Source:

FFY23 MCHBG

SPECIAL PROJ

HRSA

9/30/2024 11/29/2024

5. Instructional Design

- Content

Development – Curricula, storyboards.

• Visual storyboard: Visual representation of instructional content and its flow in PowerPoint format.

• Monthly activity/progress report to DOH contract manager

Monthly: Within 30 days after DOE through December 31, 2024

$46,736.38

Funding Source: TBD

TBD TBD

6. Development of Course within the Learning Management System

7. Implementation

• QA documents: Documents detailing quality assurance processes and outcomes.

• Screenshot: Visual confirmation of project implementation on the learning management system (LMS) with date.

• Monthly activity/progress report to DOH contract manager

Monthly: January 31, 2025 through April 30, 2025

$46,736.38

Funding Source: TBD

TBD TBD

8. Evaluation • Screenshot: Visual confirmation of project updates on the LMS with date.

• Monthly activity/progress report to DOH contract manager

Monthly: January 31, 2025 through June 30, 2025

$46,736.38

Funding Source: TBD

TBD 8/31/2025

Estimated Budget: Deliverable line items/budget amounts may vary up to 20% with prior written approval of the Contract Manager not to exceed the total contract amount of $373.891.00

DOH CONTRACT PRV29400

DOH Contract PRV29400 -0 Page 6 of 23

Additional Information:

Payment

• Due dates and deliverables can be negotiated on and changed, as needed, with prior approval from the contract manager.

• Invoices will be submitted on the DOH A-19 form with a copy of the general ledger (or grant budget and spending documentation) and agreed upon back-up documentation. Invoices must reference this contract number and provide detailed information as requested.

• All invoices must be approved by DOH prior to payment, approval will not be unreasonably withheld. DOH will authorize payment only upon satisfactory completion and acceptance of deliverables and for allowable costs as outlined in the statement of work and/or budget.

DOH will issue payment within 30 days of receiving a correct and complete invoice and approving the deliverable(s).

• DOH will return all incorrect or incomplete invoices and will not pay for services that occur outside the period of performance.

• The contractor will not invoice for services if they are entitled to payment, have been, or will be paid by any other source for that service.

• The contractor may bill incrementally for progress on objectives, but the entire product will be delivered for the amount specified regardless of time spent on the tasks for each objective.

Program Name or Title Contract # Funding

Period Start Date

Funding Period End Date

Final Invoicing for this funding source due to DOH no later than:

FFY23 MCHBG SPECIAL PROJ HRSA 29400 10/1/2023 9/30/2024 11/29/2024

TBD 29400 TBD TBD 8/31/2024

CONTACT INFORMATION:

Talance Inc. Department of Health

Name: Monique Cuvelier Name: John Friedl, Contract Program Manager

Address: P.O. Box 2404 Rocklin, CA 95677

Address: P. O. Box 47855 Olympia, WA 98504-7855

Phone: (888) 810-9109 Phone: 360.742.1490

Email: monique@talance.com Email: John.Friedl@doh.wa.gov mailto:monique@talance.com mailto:John.Friedl@doh.wa.gov

EXHIBIT B

GENERAL TERMS AND CONDITIONS

DOH CONTRACT PRV29400

DOH Contract PRV29400 -0 Page 7 of 23

I. DEFINITIONS

As used throughout this contract, the following terms shall have the meanings set forth below:

1. “Allowable Cost” shall mean an expenditure which meets the test of the Uniform Guidance (2CFR

200) (see “I. Federal Compliance”). The most significant factors affecting allowability of cost are;

1) they must be necessary and reasonable, 2) they must be allocable, 3) they must be authorized or not prohibited under State or local laws and regulations, and 4) they must be adequately documented. For more specifics see Selected Items of Cost 2 CFR 200.420).

2. "Client" shall mean an agency, firm, organization, individual or other entity applying for or receiving services under this contract.

3. "Cognizant State Agency" shall mean the State agency from whom the sub-recipient receives federal financial assistance. If funds are received from more than one State agency, the cognizant State agency shall be the agency who contributes the largest portion of federal financial assistance to the sub-recipient, unless a cognizant State agency has been designated by OFM.

4. “Confidential Information " shall mean information that is exempt from disclosure under chapter

42.56 RCW, and other State or Federal statutes and regulations.

5. "Contractor" shall mean that agency, firm, provider, organization, individual or other entity performing services under this contract. It shall include any subcontractor retained by the prime Contractor as permitted under the terms of this contract.

A contract is for the purpose of obtaining goods and services for the non-Federal entity's own use and creates a procurement relationship with the Contractor. See §200.22 Contract. Characteristics indicative of a procurement relationship between the non-Federal entity and a Contractor are when the non-Federal entity receiving the Federal funds:

A. Provides the goods and services within normal business operations;

B. Provides similar goods or services to many different purchasers;

C. Normally operates in a competitive environment;

D. Provides goods or services that are ancillary to the operation of the Federal program; and

E. Is not subject to compliance requirements of the Federal program as a result of the agreement, though similar requirements may apply for other reasons.

6. “Contracting Officer" shall mean that individual(s) of the Contracts and Procurement Office of DOH and his/her delegates within that office authorized to execute this contract on behalf of DOH.

7. "Department" shall mean the Department of Health (DOH) of the State of Washington, any division, section, office, unit or other entity of the department, or any of the officers or other officials lawfully representing DOH.

8. “Equipment” shall mean an article of non-expendable, tangible property having a useful life of more than one year and an acquisition cost of $5,000 or more.

DOH Contract PRV29400 -0 Page 8 of 23

9. “Noncompliance” shall mean if a non-Federal entity fails to comply with Federal statutes, regulations or the terms and conditions of a Federal award, the Federal awarding agency or pass-through entity may impose additional conditions, as described in §200.207 Specific conditions. If the Federal awarding agency or pass-through entity determines that noncompliance cannot be remedied by imposing additional conditions, the Federal awarding agency or pass-through entity may take one or more of the following actions, as appropriate in the circumstances:

A. Temporarily withhold cash payments pending correction of the deficiency by the non-Federal entity or more severe enforcement action by the Federal awarding agency or pass-through entity.

B. Disallow (that is, deny both use of funds and any applicable matching credit for) all or part of the cost of the activity or action not in compliance.

C. Wholly or partly suspend or terminate the Federal award.

D. Initiate suspension or debarment proceedings as authorized under 2 CFR part 180 and Federal awarding agency regulations (or in the case of a pass-through entity, recommend such a proceeding be initiated by a Federal awarding agency).

E. Withhold further Federal awards for the project or program.

F. Take other remedies that may be legally available.

10. "Personal Information" shall mean 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. Personal information includes “protected health information” as set forth in 45 CFR § 164.50 as currently drafted and subsequently amended or revised and any other information that may be exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other State and Federal statutes.

11. "Reimbursement" shall mean that DOH will repay the Contractor for allowable costs incurred under the terms of this contract.

12. “Sensitive Data” shall mean data that is held confidentially, and if compromised, may cause harm to individual citizens or create a liability for the State.

13. “Specific Conditions”

A. The Federal awarding agency or pass-through entity may impose additional specific award conditions as needed, in accordance with paragraphs (b) and (c) of this section, under the following circumstances:

1) Based on the criteria set forth in §200.205 Federal awarding agency review of risk posed by applicants;

2) When an applicant or recipient has a history of failure to comply with the general or specific terms and conditions of a Federal award;

3) When an applicant or recipient fails to meet expected performance goals as described in

§200.210 Information contained in a Federal award; or

4) When an applicant or recipient is not otherwise responsible.

DOH Contract PRV29400 -0 Page 9 of 23

B. These additional Federal award conditions may include items such as the following:

1) Requiring payments as reimbursements rather than advance payments;

2) Withholding authority to proceed to the next phase until receipt of evidence of acceptable performance within a given period of performance;

3) Requiring additional, more detailed financial reports;

4) Requiring additional project monitoring;

5) Requiring the non-Federal entity to obtain technical or management assistance; or

6) Establishing additional prior approvals.

C. The Federal awarding agency or pass-through entity must notify the applicant or non-Federal entity as to:

1) The nature of the additional requirements;

2) The reason why the additional requirements are being imposed;

3) The nature of the action needed to remove the additional requirement, if applicable;

4) The time allowed for completing the actions if applicable, and

5) The method for requesting reconsideration of the additional requirements imposed.

D. Any specific conditions must be promptly removed once the conditions that prompted them have been corrected.

14. “Subcontractor” shall mean a person, partnership, or company, not in the employ of or owned by the Contractor, who is performing all or part of those services under a separate contract with or on behalf of the Contractor. The terms “subcontractor” and “subcontractors” mean subcontractor(s) in any tier

15. “Subrecipient” shall mean a non-Federal entity that received a subaward from a pass-through entity to carry out part of a Federal program; but does not include an individual that is a beneficiary of such program. A subrecipient may also be a recipient of other Federal awards directly from a Federal awarding agency. (2 CFR 200.93)

Characteristics which support the classification of the non-Federal entity as a subrecipient include when the non-Federal entity:

A. Determines who is eligible to receive what Federal assistance;

B. Has its performance measured in relation to whether objectives of a Federal program were met;

C. Has responsibility for programmatic decision making;

D. Is responsible for adherence to applicable Federal program requirements specified in the

Federal award; and E. In accordance with its contract, uses the Federal funds to carry out a program for a public purpose specified in authorizing statute, as opposed to providing goods or services for the benefit of a pass-through entity.

16. “Successor” shall mean any entity which, through amalgamation, consolidation, or other legal succession becomes invested with rights and assumes burdens of the first Contractor/Vendor.

DOH Contract PRV29400 -0 Page 10 of 23

II. GENERAL CONDITIONS

1. ACCESS TO DATA – In compliance with chapter 39.26 RCW, the Contractor shall provide access to data generated under this contract to DOH, the Joint Legislative Audit and Review Committee, and the State Auditor 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. The Contractor agrees to make personal information covered under this contract available to DOH for inspection or to amend the personal information, as directed by DOH. Contractor shall, as directed by DOH, incorporate any amendments to the personal information into all copies of such personal information maintained by the Contractor or its subcontractors.

2. ADVANCE PAYMENTS PROHIBITED – No payment in advance or in anticipation of services or supplies to be provided under this contract shall be made by DOH.

3. AMENDMENTS – This contract may be amended by mutual written contract of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties.

4. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the "ADA" 28 CFR Part 35 – The Contractor must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, State and local government services, and telecommunications.

5. ASSIGNABILITY – Neither this contract nor any claim arising under this contract shall be transferred or assigned by the Contractor without prior written consent of DOH.

6. ATTORNEYS’ FEES – In the event of litigation or other action brought to enforce contract terms, each party agrees to bear its own attorney’s fees and costs.

7. CHANGE IN STATUS - In the event of substantive change in the legal status, organizational structure, or fiscal reporting responsibility of the Contractor, Contractor agrees to notify DOH of the change. Contractor shall provide notice as soon as practicable, but no later than thirty days after such a change takes effect.

8. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION – The use or disclosure by any party, either verbally or in writing, of any Confidential Information shall be subject to Chapter

42.56 RCW and Chapter 70.02 RCW, as well as other applicable Federal and State laws and administrative rules governing confidentiality. Specifically, the Contractor agrees to limit access to Confidential Information to the minimum amount of information necessary, to the fewest number of people, for the least amount of time required to do the work. The obligations set forth in this clause shall survive completion, cancellation, expiration, or termination of this contract.

A. Notification of Confidentiality Breach

Upon a breach or suspected breach of confidentiality, the Contractor shall immediately notify the DOH Chief Information Security Officer at security@doh.wa.gov. For the purposes of this contract, “immediately” shall mean within one business day.

mailto:security@doh.wa.gov

DOH Contract PRV29400 -0 Page 11 of 23

The Contractor will take steps necessary to mitigate any known harmful effects of such unauthorized access including, but not limited to sanctioning employees, notifying subjects, and taking steps necessary to stop further unauthorized access. The Contractor agrees to indemnify and hold harmless DOH for any damages related to unauthorized use or disclosure by the Contractor, its officers, directors, employees, subcontractors, or agents.

Any breach of this clause may result in termination of the contract and the demand for return of all Information.

B. Subsequent Disclosure

The Contractor will not release, divulge, publish, transfer, sell, disclose, or otherwise make the Confidential Information known to any other entity or person without the express prior written consent of the Secretary of Health, or as required by law.

If responding to public record disclosure requests under RCW 42.56, the Contractor agrees to notify and discuss with the DOH Chief Information Security Officer requests for all information that are part of this contract, prior to disclosing the information. The Contractor further agrees to provide DOH a minimum of two calendar weeks to initiate legal action to secure a protective order under RCW 42.56.540.

9. CONFLICT OF INTEREST – Notwithstanding any determination by the Executive Ethics Board or other tribunal, DOH may, in its sole discretion, by written notice to the Contractor, terminate this contract if it is found, after due notice and examination by DOH that there is a violation of the ethics in public service act, chapter 42.52 RCW, or any similar statute involving the Contractor in the procurement of, or performance of this contract.

In the event this contract is terminated as provided above, DOH shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the contract by the Contractor. The rights and remedies of DOH provided for in this section shall not be exclusive are in addition to any other rights and remedies provided by law. The existence of facts upon which DOH makes a determination under this section shall be an issue and may be reviewed as provided in the “disputes” section of this contract.

10. COVENANT AGAINST CONTINGENT FEES – The 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. DOH shall 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.

11. DEBARMENT – The Contractor, by signature to this contract, certifies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded in any Federal department or agency from participating in transactions. The Contractor agrees to include the above requirement in all subcontracts into which it enters to complete this contract.

12. DISPUTES – The parties shall 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

DOH Contract PRV29400 -0 Page 12 of 23 to carry out their respective responsibilities under this contract while attempting to resolve the dispute under this section. When a genuine dispute arises between DOH and the Contractor regarding the terms of this agreement or the responsibilities imposed herein which cannot be resolved, either party may submit a request for non-binding mediation to the other party through the DOH Contracts Unit and the DOH Contracts Unit will notify the other party of the request for non-binding mediation. DOH Contracts will act as the initial coordination point and manage the non-binding mediation communication to and from the parties.

Each party agrees that the DOH will identify three mediators who are neutral to both parties. Each party agrees that Contractor will identify one of the three mediators to engage in this process. Each party agrees that it will be responsible for one-half (1/2) the cost of the mediator. Each party agrees that the non-binding mediation will occur at a time and place convenient to all parties, including the mediator and that preference is for the mediation to occur in Olympia or Tumwater, Washington. Each party agrees the mediation is non-binding.

A party’s request for a non-binding mediation must:

• Be in writing,

• Clearly state the disputed issues,

• State the relative positions of the parties, state the Contractor’s name, address, and his/her contact number, the DOH Program Contract Manager.

• Be mailed to ATTN: DOH Contracts and Procurement Director, P.O. Box 47905, Olympia, WA 98504-7905 within 30 calendar days after the party could have reasonably be expected to have knowledge of the issue which he/she now disputes, or

• Be emailed to DOHCon.Mgmt@doh.wa.gov with the subject line clearly displaying the contract number and the word “DISPUTE.”

The non-binding mediation process constitutes the sole administrative remedy available under this contract. The parties agree that this resolution process shall precede any action in a judicial and quasi-judicial tribunal. Both parties have a duty and responsibility to timely pursue and engage in non-binding mediation. However, the requesting party may pursue judicial or quasi-judicial action prior to the completion of non-binding mediation if the subject party unnecessarily delays or intentionally frustrates the mediation process.

13. EFFECTIVE DATE – Unless otherwise specified under period of performance, the effective date of this contract and subsequent amendments, if any, is the date of execution. The date of execution is the last date of signature of the parties to the contract. Contractor assumes all liability for any expenses incurred prior to the date of execution or in the event the contract/amendment is not executed.

14. EXECUTIVE ORDER 18-03 – WORKERS’ RIGHTS (MANDATORY INDIVIDUAL

ARBITRATION). This clause applies ONLY to those entities who have submitted a bid as part of a competitive procurement AND have certified that a mandatory individual arbitration and/or class or collective action waiver regarding employee disputes is not required as a condition of employment. Contractor represents and warrants, as previously certified in Contractor’s bid submission, that Contractor does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this Contract, Contractor shall not, as a condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers.

mailto:DOHCon.Mgmt@doh.wa.gov

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15. GOVERNING LAW – This contract shall be governed by the laws of the State of Washington and applicable federal laws and regulations. The venue of any legal action or suit concerning this contract shall be the Thurston County Superior Court and all actions or suits thereon shall be brought therein.

16. INDEMNIFICATION – To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless the State of Washington, DOH, agencies of the State and all officials, and employees of the State, from and against all claims arising out of or resulting from the performance of the contract. “Claim” as used in this contract means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorney’s fees, attributable for bodily injury, sickness, disease or death, or injury to or destruction of tangible property including loss of use resulting therefrom. Contractor's obligation to indemnify, defend, and hold harmless includes any claim by Contractors’ agents, employees, representatives, or any subcontractor or its employees.

Contractor expressly agrees to indemnify, defend, and hold harmless the State for any claim arising out of or incident to Contractor’s or any subcontractor’s performance or failure to perform the contract. Contractor’s obligation to indemnify, defend, and hold harmless the State shall not be eliminated or reduced by any actual or alleged concurrent negligence of State or its agencies, employees and officials.

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

17. INDEPENDENT CAPACITY OF THE 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 the contract are not employees of DOH. The contractor shall not hold himself/herself out as nor claim to be an officer or employee of DOH or of the State of Washington by reason hereof, nor will the Contractor make any claim of right, privilege or benefit which would accrue to such employee under law. Conduct and control of the work will be solely with the Contractor.

18. INDUSTRIAL INSURANCE COVERAGE – The Contractor shall comply with the provisions of Title 51 RCW, Industrial Insurance. Prior to performing work under this contract, the Contractor shall 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 shall maintain full compliance with Title 51 RCW during the course of this contract. 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, DOH may collect from the Contractor the full amount payable to the Industrial Insurance accident fund. DOH may deduct the amount owed by the Contractor to the accident fund from the amount payable to the Contractor by DOH under this contract, and transmit the deducted amount to the Department of Labor and Industries, Division of Insurance Services. This provision does not waive any of the Department of Labor and Industries rights to collect from the Contractor.

Industrial insurance coverage through the Department of Labor & Industries is optional for sole proprietors, partners, corporate officers and others, per RCW 51.12.020.

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19. INSURANCE – The Contractor shall 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 the Contractor or subcontractor, or agents of either, while performing under the terms of this contract.

The Contractor shall provide insurance coverage which shall be maintained in full force and effect during the term of this Contract, as follows:

A. 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 $1,000,000 per occurrence.

Additionally, the Contractor is responsible for ensuring that any subcontractors provide adequate insurance coverage for the activities arising out of subcontracts.

B. Automobile Liability - In the event that services delivered pursuant to this contract involve the use of vehicles, either owned or unowned by the Contractor, automobile liability insurance shall be required. The minimum limit for automobile liability is:

1) $1,000,000 per occurrence, using a combined single limit for bodily injury and property damage

C. The insurance required shall be issued by an insurance company/ies authorized to do business within the State of Washington, and shall name the State of Washington, and its employees as additional insureds under the insurance policy/ies. All policies shall be primary to any other valid and collectable insurance. Contractor shall instruct the insurers to give DOH 30 days advance notice of any insurance cancellation.

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

20. LICENSING, ACCREDITATION AND REGISTRATION – The Contractor shall comply with all applicable local, State, and Federal licensing, accreditation and registration requirements/standards, necessary for the performance of this contract.

21. LIMITATION OF AUTHORITY – Only the Contracting Officer or his/her delegate by writing

(delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this contract on behalf of DOH. No alteration, modification, or waiver of any clause or condition of this contract is effective or binding unless made in writing and signed by the Contracting Officer.

22. MATERIAL BREACH – Contract may be terminated for cause by DOH, at the sole discretion of the Contract Administrator, for failing to perform a contractual requirement or for a material breach of any term or condition. Material breach of a term or condition of the Contract may include but is not limited to:

A. Contractor failure to perform services or deliver materials, supplies, or equipment by the date required or by an alternate date as mutually agreed in a written amendment to the Contract;

B. Contractor failure to carry out any warranty or fails to perform or comply with any mandatory provision of the contract;

DOH Contract PRV29400 -0 Page 15 of 23

C. Contractor becomes insolvent or in an unsound financial condition so as to endanger performance hereunder;

D. Contractor becomes the subject of any proceeding under any law relating to bankruptcy, insolvency or reorganization, or relief from creditors and/or debtors that endangers the Contractor’s proper performance hereunder;

E. Appointment of any receiver, trustee, or similar official for Contractor or any of the Contractor’s property and such appointment endangers the Contractor’s proper performance hereunder;

F. A determination that the Contractor is in violation of federal, state, or local laws or regulations and that such a determination renders the Contractor unable to perform any aspect of the Contract.

23. NONDISCRIMINATION –

A. 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.

B. 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).

C. Default. Notwithstanding any provision to the contrary, DOH may suspend Contractor, including any subcontractor, upon notice of a failure to participate and cooperate with any state agency investigation into alleged discrimination prohibited by this Contract, pursuant to RCW 49.60.530(3). Any such suspension will remain in place until DOH receives notification that Contractor, including any subcontractor, is cooperating with the investigating state agency.

In the event Contractor, or subcontractor, is determined to have engaged in discrimination identified at RCW 49.60.530(3), DOH may terminate this Contract in whole or in part, and Contractor, subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200. The contractor or subcontractor may be given a reasonable time in which to cure this noncompliance, including implementing conditions consistent with any court-ordered injunctive relief or settlement agreement.

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

24. OPPORTUNITY TO CURE – In the event Contractor fails to perform a contractual requirement or materially breaches any term or condition, DOH may issue a written cure notice. The Contractor may have a period of time in which to cure. DOH is not required to allow the Contractor to cure defects if the opportunity for cure is not feasible as determined solely within the discretion of DOH.

Time allowed for cure shall not diminish or eliminate Contractor's liability for liquidated or other

DOH Contract PRV29400 -0 Page 16 of 23 damages, or otherwise affect any other remedies available against Contractor under the contract or by law.

If the breach remains after Contractor has been provided the opportunity to cure, DOH may do any one or more of the following:

a) Exercise any remedy provided by law;

b) Terminate this contract and any related contracts or portions thereof;

c) Procure replacements and impose damages as set forth elsewhere in this contract;

d) Impose actual or liquidated damages;

e) Request that DES suspend or bar Contractor from receiving future solicitations or other opportunities;

f) Require Contractor to reimburse the state for any loss or additional expense incurred as a result of default or failure to satisfactorily perform the terms of the contract.

25. OVERPAYMENTS AND ASSERTION OF LIEN – In the event that DOH establishes overpayments or erroneous payments made to the Contractor under this contract, DOH may secure repayment, plus interest, if any, through the filing of a lien against the Contractor's real property, or by requiring the posting of a bond, assignment or deposit, or some other form of security acceptable to DOH, or by doing both.

26. PRIVACY – Personal information including, but not limited to “protected health information” collected, used or acquired in connection with this contract shall be used solely for the purposes of this contract. Contractor and its subcontractors agree not to release, divulge, publish, transfer, sell or otherwise make known to unauthorized persons personal information without the express written consent of DOH or as provided by law. Contractor agrees to implement physical, electronic and managerial safeguards to prevent unauthorized access to personal information.

DOH reserves the right to monitor, audit, or investigate the use of personal information collected, used or acquired by the contractor through this contract.