HomeMy WebLinkAboutHealth Care Authority DocuSign Envelope ID:DEBB4221-3684-4DC3-BA98-DA3596028917
Washington State
INTERAGENCY AGREEMENT HCA Contract Number: K3929
for ContractorNendor Contract Number:
Health tare uthorit CPWI Prevention Servicesy MC Contract#19-094
THIS CONTRACT is made by and between Washington State Health Care Authority (HCA) and
Contractor.
CONTRACTOR NAME CONTRACTOR DOING BUSINESS AS(DBA)
Mason County Public Health
CONTRACTOR ADDRESS j Street City State Zip Code
415 N 6th Street Shelton WA 98584
CONTRACTOR CONTACT CONTRACTOR TELEPHONE CONTRACTOR E-MAIL ADDRESS
Lydia Buchheit 360-427-967- ext. 404 Lydiab@co.mason.wa.us
Is Contractor a Subrecipient under this Contract? CFDA NUMBER(S): FFATA Form Required
DYES El NO 93.959,93.243,93.788 0 YES ❑ NO
HCA PROGRAM HCA DIVISION/SECTION
DBHR Prevention
HCA CONTACT NAME AND TITLE HCA CONTACT ADDRESS
Fallon Baraga, Agreement Manager Health Care Authority
621 8thAvenue SE
Olympia,WA 98504
HCA CONTACT TELEPHONE HCA CONTACT E-MAIL ADDRESS
360-725-2042 fallon.baraga@hca.wa.gov
CONTRACT START DATE CONTRACT END DATE TOTAL MAXIMUM CONTRACT AMOUNT
7/1/2019 6/30/2021 $364,595
PURPOSE OF CONTRACT:
Obtaining CPWI Prevention Services in order to increase capacity to implement direct and environmental substance use
prevention services in high need communities qualified to immediately implement identified evidence-based practices
and programs to prevent and reduce the misuse and abuse of alcohol, tobacco, marijuana, opioids, and other drugs.
The parties signing below warrant that they have read and understand this Contract, and have authority to
execute this Contract. This Contract will be binding on HCA only upon signature by HCA.
CONTRACTOR SIGNATURE PRINTED NAME AND TITLE DATE SIGNED
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HCA SIGNATU', PRINTED NAME AND TITLE DATE SIGNED
�DocuSigned by: RdRl;19]631°eelitlA;t;f4#Contracts Administrator
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Contracts Administrator
Washington State Page 1 HCA Contract No.K3929
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TABLE OF CONTENTS
Recitals 5
1. STATEMENT OF WORK (SOW) 5
2. DEFINITIONS 5
3. SPECIAL TERMS AND CONDITIONS 10
3.1 PERFORMANCE EXPECTATIONS 10
3.2 TERM 11
3.3 COMPENSATION 12
3.4 INVOICE AND PAYMENT 12
3.5 CONTRACTOR and HCA AGREEMENT MANAGERS 14
3.6 LEGAL NOTICES 15
3.7 SAMHSA Award Terms 16
3.8 INCORPORATION OF DOCUMENTS AND ORDER OF PRECEDENCE 17
3.9 INSURANCE 18
4. GENERAL TERMS AND CONDITIONS. 18
4.1 ACCESS TO DATA 18
4.2 ADVANCE PAYMENT PROHIBITED 19
4.3 AMENDMENTS 19
4.4 ASSIGNMENT. 19
4.5 ATTORNEYS' FEES 19
4.6 CHANGE IN STATUS 19
4.7 CONFIDENTIAL INFORMATION PROTECTION 19
4.8 CONFIDENTIAL INFORMATION SECURITY 20
4.9 CONFIDENTIAL INFORMATION BREACH-REQUIRED NOTIFICATION 20
4.10 CONTRACTOR'S PROPRIETARY INFORMATION 21
4.11 COVENANT AGAINST CONTINGENT FEES 21
4.12 DEBARMENT 22
4.13 DISPUTES 22
4.14 ENTIRE AGREEMENT 23
4.15 FEDERAL FUNDING ACCOUNTABILITY & TRANSPARENCY ACT (FFATA) 23
4.16 FORCE MAJEURE 23
4.17 FUNDING WITHDRAWN, REDUCED OR LIMITED 24
4.18 GOVERNING LAW 24
4.19 HCA NETWORK SECURITY 25
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4.20 INDEMNIFICATION 25
4.21 INDEPENDENT CAPACITY OF THE CONTRACTOR 25
4.22 INDUSTRIAL INSURANCE COVERAGE 25
4.23 LEGAL AND REGULATORY COMPLIANCE 25
4.24 LIMITATION OF AUTHORITY 26
4.25 NO THIRD-PARTY BENEFICIARIES 26
4.26 NONDISCRIMINATION 26
4.27 OVERPAYMENTS TO CONTRACTOR 26
4.28 PAY Equity 26
4.29 PUBLICITY 27
4.30 RECORDS AND DOCUMENTS REVIEW 27
4.31 REMEDIES NON-EXCLUSIVE 28
4.32 RIGHT OF INSPECTION 28
4.33 RIGHTS IN DATA/OWNERSHIP 28
4.34 RIGHTS OF STATE AND FEDERAL GOVERNMENTS 29
4.35 SEVERABILITY 29
4.36 SITE SECURITY 30
4.37 SUBCONTRACTING 30
4.38 SUBRECIPIENT 31
4.39 SURVIVAL 33
4.40 TAXES 33
4.41 TERMINATION 33
4.42 TERMINATION PROCEDURES 35
4.43 WAIVER 36
4.44 WARRANTIES 36
Attachments
Attachment 1: Confidential Information Security Requirements
Attachment 2: Federal Compliance, Certifications and Assurances
Attachment 3: Federal Funding Accountability and Transparency Act Data Collection
Form
Attachment 4: HIPAA Compliance
Attachment 5: SAMSHA Award Terms
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Schedules
Schedule A: Statement of Work(SOW) CPWI Prevention Services Expansion Project
Exhibits
Exhibit A: DBHR-SUD Fiscal Policies Standards for Reimbursable Costs
Exhibit B: Federal Award Identification for Subreceipients
Exhibit C: Data Security Requirements
Exhibit D: Awards and Revenues
Exhibit E: SOR CBO (attached if applicable)
Exhibit F: PSF NCE (attached if applicable)
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Agreement#K3929 for Washington State Community Prevention and Wellness Initiative
(CPWI) Prevention Services Project
Recitals
NOW THEREFORE, HCA awards to Mason County Public Health this Agreement, the terms
and conditions of which will govern Contractor's providing to HCA the coordination and
implementation of prevention programs and strategies designed to prevent or delay the misuse
and abuse of alcohol, marijuana, tobacco, opioids, and other drugs, increase mental health
promotion and prevent suicide in support of the CPWI Prevention Services Project.
IN CONSIDERATION of the mutual promises as set forth in this Agreement, the parties agree
as follows:
1. STATEMENT OF WORK(SOW1
The Contractor will furnish the necessary personnel, equipment, material,
and/or service(s) and otherwise do all things necessary for or incidental to the
performance of work set forth in Schedule A, Statement of Work, attached and
incorporated herein.
2. DEFINITIONS
"Authorized Representative" means a person to whom signature authority has been
delegated in writing acting within the limits of his/her authority.
"Awards" means the total funding of all individual awards HCA allocates to the Contractor,
and the total of all awards in this Agreement's Maximum Amount, which is itemized in
Exhibit D.
"Awards and Revenues" or"A&R" details the Contractor's Awards and Revenues
attached as Exhibit D.
"Budget, Accounting, and Reporting System" or"BARS" means the"Fiscal/Program
Requirements". See below, which replaces BARS document.
"Breach" means the unauthorized acquisition, access, use, or disclosure of Confidential
Information that compromises the security, confidentiality, or integrity of the Confidential
Information.
"Business Associate" means a Business Associate as defined in 45 Code of Federal
Regulations (CFR) 160.103, who performs or assists in the performance of an activity for or
on behalf of HCA, a Covered Entity, that involves the use or disclosure of protected health
information (PHI). Any reference to Business Associate in this DSA includes Business
Associate's employees, agents, officers, Subcontractors, third party contractors, volunteers,
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or directors.
"Business Days and Hours" means Monday through Friday, 8:00 a.m. to 5:00 p.m.,
Pacific Time, except for holidays observed by the state of Washington.
"Certified Prevention Professional" or"CPP" means the Prevention Specialist
certification recognized by the International Credentialing and Reciprocity Consortium
(IC&RC) and supported by the Prevention Specialist Certification Board of Washington,
wwwpscbw.com•
"CFR" means the Code of Federal Regulations. All references in this Agreement to CFR
chapters or sections include any successor, amended, or replacement regulation. The CFR
may be accessed at http://www,ecfr.gov/cgi-bin/ECFR?page=browse.
"Coalition" means a formal arrangement for cooperation and collaboration between
groups or sectors of a community. Each participant in the Coalition retains their identity, but
all agree to work together toward a common goal of building a safe, healthy, and drug-free
community.
"Community" means an approved geographic area within school district boundaries, or
within High School Attendance Areas (HSAA) and their feeder schools.
"Community Prevention and Wellness Initiative" or"CPWI" means the HCA substance
use disorder prevention delivery system that focuses prevention services in high-need
communities in Washington State as selected by Contractor and approved by HCA.
"Confidential Information" means information that may be exempt from disclosure to the
public or other unauthorized persons under chapter 42.56 RCW or chapter 70.02 RCW or
other state or federal statutes or regulations. Confidential Information includes, but is not
limited to, any information identifiable to an individual that relates to a natural person's
health, (see also Protected Health Information); finances, education, business, use or
receipt of governmental services, names, addresses, telephone numbers, social security
numbers, driver license numbers, financial profiles, credit card numbers, financial identifiers
and any other identifying numbers, law enforcement records, HCA source code or object
code, or HCA or State security information.
"Contract" or"Agreement" or"Interagency Agreement" means this Agreement
document and all schedules, exhibits, attachments, incorporated documents and
amendments.
"Contractor" means the named contractor contact on the cover sheet, its employees and
agents. Contractor additionally includes any firm, provider, organization, individual or other
entity performing services under this Agreement. It also includes any Subcontractor
retained by Contractor as permitted under the terms of this Agreement.
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"Covered entity" means a health plan, a health care clearinghouse or a health care provider
who transmits any health information in electronic form to carry out financial or administrative
activities related to health care, as defined in 45 CFR 160.103.
"CSAP" means SAMHSA's Center for Substance Abuse Prevention. CSAP works with
federal, state, public, and private organizations to develop a comprehensive prevention
system.
"Data" means information produced, furnished, acquired, or used by Contractor in meeting
requirements under this Agreement.
"DBHR" means the Division of Behavioral Health and Recovery or its successor.
"DEA" means United Stated Drug Enforcement Agency.
"Dedicated Marijuana Account" or "DMA" means revenue generated by the taxation of
retail marijuana as a result of the implementation of Initiative 502 (1-502) as authorized by
the Washington State Legislature in 2E2SHB 2136.
"DUNS" or"Data Universal Numbering System" means a unique identifier for
businesses. DUNS numbers are assigned and maintained by Dun and Bradstreet (D&B)
and are used for a variety of purposes, including applying for government contracting
opportunities.
"Effective Date" means the first date this Agreement is in full force and effect. It may be a
specific date agreed to by the parties; or, if not so specified, the date of the last signature of
a party to this Agreement.
"EPA" means the Environmental Protection Agency.
"Evidence-Based Program" or "EBP" means a program that has been tested in
heterogeneous or intended populations that can be implemented with a set of procedures
to all successful replication in Washington. An EBP has had multiple randomized and/or
statistically-controlled evaluations, or one large multiple-site randomized and/or
statistically-controlled evaluations, and the weight of the evidence from a systematic
review demonstrates sustained improvements in at least one of the desired outcomes.
"Fiscal/Program Requirements" means the Supplementary Instructions and Fiscal Policy
Standards for Reimbursable Costs otherwise known as the Billing Guide for Substance Use
Disorder Prevention and Mental Health Promotion and is located at:
https://www.hca.wa.gov/biilers-providers-partners/prior-authorization-claims-and-
biiling/provider-billing-guides-and-fee-schedules#t.
"General Fund State" or "GFS" means the administrative allocation awarded
for Substance Abuse Block Grant.
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"HCA Agreement Manager" means the individual identified on the cover page of this
Agreement who will provide oversight of the Contractor's activities conducted under this
Agreement.
"Health Care Authority" or"HCA" means the Washington State Health Care Authority,
any division, section, office, unit or other entity of HCA, or any of the officers or other
officials lawfully representing HCA.
"Health Disparities" means"a particular type of health difference that is closely linked with
social, economic, and/or environmental disadvantage. Health disparities adversely affect
groups of people who have systematically experienced greater obstacles to health based
on their racial or ethnic group; religion; socioeconomic status; gender; age; mental health;
cognitive sensory, or physical disability; sexual orientation or gender identity; geographic
location; or other characteristics historically linked to discrimination or exclusion." (Healthy
People 2020)
"Health Equity" means the"attainment of the highest level of health for all people.
Achieving health equity requires valuing everyone equally with focused and ongoing
societal efforts to address avoidable inequalities, historical and contemporary injustices,
and the elimination of health and health care disparities." (Healthy People 2020)
"Innovation Program" means a program that does not fall into the other categories of
Evidenced-based, Research-based, or Promising.
"Media materials and publications" means(1) News Release: A brief written
announcement the agency provides to reporters highlighting key events, research, results,
new funding and programs, and other news; (2) Paid Media:Any advertising space/time
that is purchased for prevention/coalition messages )printed publications/newspapers,
online, outdoor, on-screen, TV and radio); (3) Earned Media: Published news stories(print,
broadcast or online) resulting from the Contractor's Agreements with reporters; (4) Donated
Media, including public service announcements. Any free advertising space or time from
broadcast, print, outdoor, online, and other advertising vendors; (5) Social Media: Also
referred to as new media: messaged posted online of Facebook, Twitter, YouTube,
Instagram, Snapchat and similar sites.
"Overpayment" means any payment or benefit to the Contractor in excess of that to which
the Contractor is entitled by law, rule, or this Agreement, including amounts in dispute.
"Partnership for Success" or"PFS" means the Federal Substance Abuse and Mental
Health Services Administration (SAMHSA) Grant 2013 and 2018, CFDA number 93.243.
"Promising Program" means a program that is based on statistical analyses or a well-
established theory of change, shows potential for meeting the"evidence-based" or
"research-based" criteria, and could include the use of a program that is evidenced-based
for outcomes other than the alternative use.
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"Proprietary Information" means information owned by Contractor to which Contractor
claims a protectable interest under law. Proprietary Information includes, but is not limited
to, information protected by copyright, patent, trademark, or trade secret laws.
"Protected Health Information" or"PHI" means individually identifiable information that
relates to the provision of health care to an individual; the past, present, or future physical
or mental health or condition of an individual; or past, present, or future payment for
provision of health care to an individual, as defined in 45 CFR 160.103. Individually
identifiable information is information that identifies the individual or about which there is a
reasonable basis to believe it can be used to identify the individual, and includes
demographic information. PHI is information transmitted, maintained, or stored in any form
or medium. 45 CFR 164.501. PHI does not include education records covered by the
Family Educational Rights and Privacy Act, as amended, 20 United States Code(USC)
1232g(a)(4)(b)(iv).
"Prevention Activity Data" means information input to the"Substance Use Disorder
Prevention Mental Health Promotion Online Reporting System: or"Minerva"to record all
active prevention services including outcome measures. This information will be used to
verify services identified in A-19 invoices prior to payment and must be entered into
Minerva by the close of business of the fifteenth (15th) of each month for prevention
activities provided during the previous month.
"Prevention System Manager" or"PSM" means the designee assigned to manage day
to day responsibilities associated with this Agreement.
"Regular Annual Schedule" means consistent, reliable services with a pattern of
implementation intervals throughout the year.
"Research-Based Program" means a program that has been tested with a single
randomized and/or statistically controlled evaluation, demonstrates sustained desirable
outcomes; or where the weight of the evidence from a systematic review supports
sustained outcomes as identified in the term "evidence-based," but does not meet the full
criteria for"evidence-based." For the purposes of this project, only programs from the list in
Exhibit A are to be considered Research-based.
"RCW" means the Revised Code of Washington. All references in this Agreement to RCW
chapters or sections include any successor, amended, or replacement statute. Pertinent
RCW chapters can be accessed at: httt ://apps.leg.wa.gov/rcw/.
"Substance Abuse Block Grant" or"SABG" means Federal Substance Abuse Block
Grant funded by the Substance Abuse and Mental Health Services Administration
(SAMHSA), CFDA number 93.959.
"SAMHSA" means the Substance Abuse and Mental Health Services Administration.
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"Statement of Work" or "SOW" means a detailed description of the work activities the
Contractor is required to perform under the terms and conditions of this Agreement,
including the deliverables and timeline, and is Schedule A hereto.
"State Opioid Response" or "SOR" means the Federal Substance Abuse and Mental
Health Services Administration (SAMHSA) Grant, CFDA number 93.788.
"Subcontractor" means a person or entity that is not in the employment of the Contractor,
who is performing all or part of the business activities under this Agreement under a
separate contract with Contractor. The term "Subcontractor" means subcontractor(s) of any
tier.
"Subrecipient" means a contractor operating a federal or state assistance program
receiving federal funds and having the authority to determine both the services rendered
and disposition of program. See Office of Management and Budget (OMB) Super Circular 2
CFR 200.501 and 45 CFR 75,501, "Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards for additional detail.
"Substance Use Disorder Prevention and Mental Health Promotion Online Reporting
System" or "Minerva" means the management information system mainta ned by HCA
that collects planning, demographic, and prevention service data.
"USC" means the United States Code. All references in this Agreement to USC chapters
or sections shall include any successor, amended, or replacement statute. The USC may
be accessed at http:/tuscode.house.gov/
3. SPECIAL TERMS AND CONDITIONS
3.1 Performance expectations expected performance under this agreement includes, but
is not limited to, the following:
3.1.1 Knowledge of applicable state and federal laws and regulations pertaining to
subject of Agreement;
3.1.1.1 21 CFR Food and Drugs
Chapter 1, Subchapter C, Drugs: General
https://www.law,cornell,edu/cfr/text/21/chapter-1/subchapter-C
3.1.1.2 42 CFR Subchapter A-General Provisions Part 2 Confidentiality
of Alcohol and Drug Abuse Patient Records_
https://www,law.cornell.edu/cfr/text/45/part-96/subpart-L
3.1.1,3 Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for HHS Awards 2 CFR Part 200 in 45 CFR Part
75 https:/Iwww.law.cornell.edu/cfr/text/2/part-200
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https:11www.law.cornell.edu/cfritext/45/part-75
3.1.2 Use of professional judgment;
3.1.3 Collaboration with HCA staff in Contractor's conduct of the services;
3.1.4 Conformance with HCA directions regarding the delivery of the services;
3.1.5 Timely, accurate and informed communications;
3.1.6 Regular completion and updating of project plans, reports,
documentation and communications;
3.1.7 Ensure all services and activities provided by the Contractor or
subcontractor, shall be designed and delivered in a manner
sensitive to the needs of all diverse populations;
3.1.8 Regular, punctual attendance at all meetings; and
3.1.9 Provision of high quality services.
3.1.10 Prior to payment of invoices, HCA will review and evaluate the
performance of Contractor in accordance with Agreement and these
performance expectations and may withhold payment if
expectations are not met or Contractor's performance is
unsatisfactory.
3.2 TERM
3.2.1 The initial term of the Agreement will commence on July 1, 2019, and continue
through June 30, 2021, unless terminated sooner as provided herein.
3.2.2 This Agreement may be extended in whatever time increments HCA deems
appropriate.
3.2.3 Work performed without an Agreement or amendment signed by the authorized
representatives of both parties will be at the sole risk of the Contractor. HCA
will not pay any costs incurred before an Agreement or any subsequent
amendment(s) is fully executed.
3.3 COMPENSATION
3.3.1 The Maximum Compensation payable to Contractor for the performance of all
things necessary for or incidental to the performance of work as set forth in
Schedule A, Statement of Work is$364,595 and additional Exhibits as
applicable to Contractor, and includes any allowable expenses. Payment for
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satisfactory performance of the work will not exceed this amount unless the
parties mutually agree to a higher amount.
3.3.1.1 The fund sources and maximums for this Contract are$364,595.
3.3.2 Contractor's compensation for services rendered will be based on the amounts
listed in the Exhibit D, A&R and/or in accordance with the terms outlined in the
Fiscal/Program Requirements and Invoices and Payments. In addition, the
Contractor must meet the schedule set forth in Schedule A, Statement of Work
and additional Exhibits as applicable to the Contractor.
3.3.2.1 Total compensation payable to Contractor for satisfactory
performance of the work under this Agreement is$364,595.
The fund sources and maximums for this Agreement are up to
$161,434 from the Substance Abuse Block Grant (SABG) Block
Grant, CFDA#93.959; $13,600 from General Fund State;
$44,966 Dedicated Marijuana Account(DMA) Funds; $51,177
Partnership for Success (PFS) 2018 CFDA#93.243; $93,418
State Opioid Response(SOR) and/or SOR supplemental CFDA
#93.788; $0 State Targeted Response(STR) no cost extension
CFDA#93.788; and $0 Partnership for Success (PFS) 2013 no
cost extension CDFA#93.243.
3.3.3 Federal funds disbursed through this Agreement were received by HCA.
3.3.3.1 Contractor agrees to comply with applicable rules and regulations
associated with these federal funds and has signed Attachment
2: Federal Compliance, Certification and Assurances,attached.
3.4 INVOICE AND PAYMENT
3.4.1 Contractor must submit accurate State Form A-19 invoices, or other such forms
as designated by HCA, to the following address for all amounts to be paid by
HCA via e-mail to:A-19DBHRehca.wa.gov not more than monthly unless
approved by HCA. Contractor may bill for cost reimbursement for month of
service if appropriate service data is provided in Minerva. The Contractor must
include the HCA Agreement number in the subject line of the email, followed by
the Prevention System Naming Convention and cc the Agreement Manager or
designee when submitting the invoice.
3.4.2 Invoices must describe and document to HCA's satisfaction a description of the
work performed, the progress of the project, and fees. If expenses are invoiced,
invoices must provide a detailed breakdown of each type.
3.4.3 HCA shall not be obligated to reimburse the Contractor for any services or
activities performed prior to having a fully executed copy of this Contract.
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3.4.4 The Contractor assures that work performed and invoiced does not duplicate
work to be charged to the State of Washington under any other Contract or
agreement with the Contractor.
3.4.5 If the Contractor claims and HCA reimburses for expenditures under this
Contract which HCA later finds were claimed in error and/or not allowable costs
under the terms of this Contract, HCA shall recover these costs and the
Contractor shall fully cooperate with the recovery.
3.4.6 Contractor must submit properly itemized invoices to include thefollowing
information, as applicable:
3.4.6.1 HCA Agreement number K3929;
3.4.6.2 Contractor name, address, phone number;
3.4.6.3 Description of Services;
3.4.6.4 Date(s) of delivery;
3.4.6.5 Net invoice price for each item;
3.4.6.6 Applicable taxes;
3.4.6.7 Total invoice price; and
3.4.6.8 Payment terms and any available prompt payment discount.
3.4.7 HCA will return incorrect or incomplete invoices to the Contractor for correction
and reissue. The Agreement Number must appear on all invoices, bills of
lading, packages, and correspondence relating to this Agreement.
3.4.8 In order to receive payment for services or products provided to a state agency,
Contractor must register with the Statewide Payee Desk at_
http://des.wa.gov/services/ContractingPurchasi ng/BusinessNendorPay/Pacies/d
efa ult.aspx.
3.4.9 Payment will be considered timely if made by HCA within thirty (30) calendar
days of receipt of properly completed invoices. Payment will be directly deposited
in the bank account or sent to the address Contractor designated in its
registration.
3.4.10 Upon expiration of the Agreement, any claims for payment for costs due and
payable under this Agreement that are incurred prior to the expiration date
must be submitted by the Contractor to HCA within sixty (60) calendar days
after the Agreement expiration date. HCA is under no obligation to pay any
claims that are submitted sixty-one(61) or more calendar days after the
Agreement expiration date ("Belated Claims"). HCA will pay Belated Claims at
its sole discretion, and any such potential payment is contingent upon the
availability of funds.
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3.4.10.1 Submit final billing for services provided within forth-five (45)
days after the end of the State Fiscal Year (June 30).
3.4.10.2 Submit final billing for services for SOR and PFS within forty-five
(45) days after the end of each Federal Fiscal Year(September
29).
3.4.10.3 Submit final billing for services for STR within forty-five(45) days
after the end of the fiscal period for STR (April 30).
3.4.11 The Contractor shall ensure all expenditures for services and activities under
the Agreement are submitted on the A-19 invoice appropriate for Minerva data
entry. In the event the Contractor or a subcontractor fails to maintain reporting
obligations under this Agreement, HCA reserves the right to withhold
reimbursements to the Contractor until the obligations are met.
3.4.12 Administrative costs shall be billed separately from direct prevention services
as indicated on the A-19 invoice.
3.4.12.1 Administrative costs are defined in the Fiscal/Program
Requirements.
3.4.12.2 The Contractor shall use no more than eight percent 8% of the
SOR, PFS, STR, and/or DMA allocation for administrative costs.
3.4.12.3 No SABG funds allocated in this contract shall be used for
administrative costs. Admin for SABG is allocated as GFS.
3.4.13 HCA reserves the right to reduce the Prevention funds awarded in the
Agreement if the Contractor expenditures are below 60% of expected levels
during the fiscal quarter. Expenditures will be reviewed quarterly.
3.4.14 SOR, PFS, STR, and DMA funds may not be carried forward from year to year,
based upon their respective fiscal year.
3.4.15 Based upon Exhibit D, Awards and Revenue(A&R), the source of funds in this
contract may include, as applicable, Substance Abuse Block Grant (SABG)
CFDA 94.959, the Washington State Dedicated Marijuana Account Fund
(DMA), General Fund State(GFS), the State Opioid Response(SOR) Grant
CFDA 93.788, the State Targeted Response(STR) Grant CFDA 93.788, and/or
the Partnerships for Success (PFS) Grant CFDA 93.243.
3.5 CONTRACTOR AND HCA AGREEMENT MANAGERS
3.5.1 Contractor's Agreement Manager or designee will have prime responsibility
and final authority for the services provided under this Agreement and be the
principal point of contact for the HCA Agreement Manager for all business
matters, performance matters, and administrative activities.
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3.5.2 HCA's Agreement Manager or designee is responsible for monitoring the
Contractor's performance and will be the contact person for all communications
regarding Agreement performance and deliverables. The HCA Agreement
Manager or designee has the authority to accept or reject the services provided
and must approve Contractor's invoices prior to payment.
3.5.3 The contact information provided below may be changed by written notice of
the change(email acceptable) to the other party.
CONTRACTOR Health Care Authority
Contract Manager Information Contract Manager Information
Name: , Name: Fallon Baraga
itsfl
Title: Title: Agreement Manager
Address: y15 14' t' Address: 621 8"'Avenue SE
5%(-11-oN , WA 1>!4 Olympia, WA 98504
Phone: 6
66 y37..46
1
0 64a Phone: 360-725-2042
Email: Email: fallon.baraga@hca.wa.gov
3.6 LEGAL NOTICES
Any notice or demand or other communication required or permitted to be given under this
Agreement or applicable law is effective only if it is in writing and signed by the applicable
party, properly addressed, and delivered in person, via email, or by a recognized courier
service, or deposited with the United States Postal Service as first-class mail, postage
prepaid certified mail, return receipt requested, to the parties at the addresses provided in
this section.
3.6.1 In the case of notice to the Contractor:
Attention:
3.6.2 In the case of notice to HCA:
Attention: Contracts Administrator
Health Care Authority
Division of Legal Services
PO Box 42702
Olympia, WA 98504-2702
3.6.3 Notices are effective upon receipt or four(4) Business Days after mailing,
whichever is earlier.
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3.6.4 The notice address and information provided above may be changed by written
notice of the change given as provided above.
3.7 SAMHSA AWARD TERMS.
3.7.1 General. If the Contractor is a subrecipient of federal awards under any
Program Agreement as defined by 2 CFR Part 200, the Contractor shall:
3.7.1.1 Comply with the all applicable provisions of the Notice of Awards
for SOR, STR, and PFS grants, and SABG.
3.7.1.2 Comply with RCW 69.50.540 Dedicated Marijuana Account
Appropriations.
3.7.1.3 Maintain records that identify, in its accounts, all federal awards
received and expended and the federal programs under which
they were received, by Catalog of Federal Domestic Assistance
(CFDA) title and number, award number and year, name of the
federal agency, and name of the pass-through entity;
3.7.1.4 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;
3.7.1.5 Comply with requirements of Charitable Choice (42 USC 300x-
65 and 42 CFR Section 54);
3.7.1.5.1 The Contractor shall ensure that Charitable Choice
Requirements of 42 CFR Part 54 are followed and
that Faith-Based Organizations(FBO) are provided
opportunities to compete with traditional alcohol/drug
abuse prevention providers for funding.
3.7.1.5.2 If the Contractor subcontracts with FBOs, the
Contractor shall require the FBO to meet the
requirements of 42 CFR Part 54 as follows:
3.7.1.5.3 Applicants/recipients for/of services shall be provided
with a choice of prevention providers.
3.7.1.5.4 The FBO shall facilitate a referral to an alternative
provider within a reasonable time frame when
requested by the recipient of services.
3.7.1.5.5 The FBO shall report to the Contractor all referrals
made to alternative providers.
3.7.1.5.6 The FBO shall provide recipients with a notice of their
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rights.
3.7.1.5.7 The FBO provides recipients with a summary of
services that includes any inherently religious
activities. Prepare appropriate financial statements,
including a schedule of expenditures of federal
awards;
3.7.1.6 Incorporate 2 CFR Part 200, Subpart F audit requirements into
all agreements between the Contractor and its Subcontractors
who are subrecipients;
3.7.1.7 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
3.7.1.8 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 at 28 CFR Part 42,
Subparts C, D, E, and G, and 28 CFR Parts 35 and 39. (Go to_
www.oio.usdoj.govlocr/for additional information and access to
the aforementioned Federal laws and regulations.)
3.8 INCORPORATION OF DOCUMENTS AND ORDER OF PRECEDENCE
Each of the documents listed below is by this reference incorporated into this Agreement. In
the event of an inconsistency, the inconsistency will be resolved in the following order of
precedence:
3.8.1 Applicable Federal and State of Washington statutes and regulations;
3.8.2 Business Associate Agreement, HCA Agreement Number K3929;
3.8.3 Recitals
3.8.4 Special Terms and Conditions;
3.8.5 General Terms and Conditions;
3.8.6 Attachment 1: Confidential Information Security Requirements;
3.8.7 Attachment 2: Federal Compliance, Certifications and Assurances;
3.8.8 Attachment 3: Federal Funding Accountability and Transparency Act Data
Collection Form;
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3.8.9 Schedule A: Statement of Work;
3.9 INSURANCE
3.9.1 HCA certifies that it is self-insured under the State's self-insurance liability
program, as provided by RCW 4.92.130, and shall pay for losses for which is
found liable.
3.9.2 The Contractor certifies by signing this Agreement that either:
3.9.2.1 The Contractor is self-insured or insured through a risk pool and
shall pay for losses for which it is found liable, or
3.9.2.2 The Contractor maintains the types and amounts of insurance
identified below and shall, if requested by HCA; provide
certificates of insurance to that effect to the HCA contact on
page one of the Agreement.
3.9.2.2.1 Commercial General Liability Insurance Policy—to
include coverage for bodily injury, property damage,
and contractual liability, with the following minimum
limits: Each occurrence- $1,000,000; General
Aggregate-$2,000,000. The policy shall include
liability arising out of premises, operations,
independent contractors, products-completed
operations, personal injury, advertising injury, and
liability assumed under an insured agreement. The
state of Washington, HCA, its elected and appointed
officials, agents, and employees shall be named as
additional insureds. Additionally, Contractor is
responsible for ensuring that any Subcontractors
provide adequate insurance coverage for the
activities arising out of subcontracts.
3.9.2.2.2 Professional Liability (PL) Insurance. The Contractor
shall maintain Professional Liability Insurance or
Errors& Omissions insurance, including coverage for
losses caused by errors and omissions, with the
following minimum limits: Each Occurrence-
$1,000,000; Aggregate- $2,000,000.
3.10 BACKGROUND CHECKS (RCW 43.43, WAC 388-877 &388-877B)
Contractor shall follow the requirements below and ensure this information is included in all
subcontracts:
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a) Contractor shall ensure a criminal background check is conducted for all staff members,
including but not limited to, treatment staff members, prevention staff members, case
managers, outreach staff members, etc. or volunteers who have unsupervised access to
children, adolescents, vulnerable adults, and persons who have developmental disabilities;
and
b) When providing services to youth, Contractor shall ensure that requirements of WAC 388-
06-0170 are met.
4. GENERAL TERMS AND CONDITIONS
4.1 ACCESS TO DATA
In compliance with RCW 39.26.180 (2) and federal rules, the Contractor must provide
access to any data generated under this Agreement to HCA, the Joint Legislative Audit and
Review Committee, the State Auditor, and any other state or federal officials so authorized
by law, rule, regulation, or agreement at no additional cost. This includes access to all
information that supports the findings, conclusions, and recommendations of the
Contractor's reports, including computer models and methodology for those models.
4.2 ADVANCE PAYMENT PROHIBITED
No advance payment will be made for services furnished by the Contractor pursuant to this
Agreement.
4.3 AMENDMENTS
This Agreement may be amended by mutual agreement of the parties. Such amendments
will not be binding unless they are in writing and signed by personnel authorized to bind
each of the parties.
4.4 ASSIGNMENT
4.4.1 Contractor may not assign or transfer all or any portion of this Agreement or
any of its rights hereunder, or delegate any of its duties hereunder, except
delegations as set forth in Section 4.37, Subcontracting, without the prior
written consent of HCA. Any permitted assignment will not operate to relieve
Contractor of any of its duties and obligations hereunder, nor will such
assignment affect any remedies available to HCA that may arise from any
breach of the provisions of this Agreement or warranties made herein, including
but not limited to, rights of setoff. Any attempted assignment, transfer or
delegation in contravention of this Subsection 4.4.1 of the Agreement will be
null and void.
4.4.2 HCA may assign this Agreement to any public agency, commission, board, or
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the like, within the political boundaries of the State of Washington, with written
notice of thirty (30) calendar days to Contractor.
4.4.3 This Agreement will inure to the benefit of and be binding on the parties hereto
and their permitted successors and assigns.
4.5 ATTORNEYS' FEES
In the event of litigation or other action brought to enforce the terms of this Agreement, each
party agrees to bear its own attorneys' fees and costs.
4.6 CHANGE IN STATUS
In the event of any substantive change in its legal status, organizational structure, or fiscal
reporting responsibility, Contractor will notify HCA of the change. Contractor must provide
notice as soon as practicable, but no later than thirty (30) calendar days after such a change
takes effect.
4.7 CONFIDENTIAL INFORMATION PROTECTION
4.7.1 Contractor acknowledges that some of the material and information that may
come into its possession or knowledge in connection with this Agreement or its
performance may consist of Confidential Information. Contractor agrees to hold
Confidential Information in strictest confidence and not to make use of
Confidential Information for any purpose other than the performance of this
Agreement, to release it only to authorized employees or Subcontractors
requiring such information for the purposes of carrying out this Agreement, and
not to release, divulge, publish, transfer, sell, disclose, or otherwise make the
information known to any other party without HCA's express written consent or
as provided by law.
4.7.2 Contractor agrees to implement physical, electronic, and managerial
safeguards to prevent unauthorized access to Confidential Information (See
Attachment 1: Confidential Information Security Requirements).
4.7.3 Contractors that come into contact with Protected Health Information may be
required to enter into a Business Associate Agreement with HCA in compliance
with the requirements of the Health Insurance Portability and Accountability Act
of 1996, Pub. L. 104-191, as modified by the American Recovery and
Reinvestment Act of 2009 ("ARRA"), Sec. 13400 — 13424, H.R. 1 (2009)
(HITECH Act)(HIPAA).
4.7.4 HCA reserves the right to monitor, audit, or investigate the use of Confidential
Information collected, used, or acquired by Contractor through this Agreement.
Violation of this section by Contractor or its Subcontractors may result in
termination of this Agreement and demand for return of all Confidential
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Information, monetary damages, or penalties.
4.7.5 The obligations set forth in this Section will survive completion, cancellation,
expiration, or termination of this Agreement.
4.8 CONFIDENTIAL INFORMATION SECURITY
The federal government, including the Substance Abuse and Mental Health Services
Administration (SAMHSA), and the State of Washington all maintain security requirements
regarding privacy, data access, and other areas. Contractor is required to comply with the
Confidential Information Security Requirements set out in Attachment 1 to this Agreement
and appropriate portions of the Washington OCIO Security Standard, 141.10
(https://ocio.wa.gov/oolicies/141-securing-information-technology-assets/14110-securing-
information-technology-assets).
4.9 CONFIDENTIAL INFORMATION BREACH —REQUIRED NOTIFICATION
4.9.1 Contractor must notify the HCA Privacy Officer
(HCAPrivacvOfficerC hca.wa.gov)within five Business Days of discovery of
any Breach or suspected Breach of Confidential Information.
4.9.2 Contractor will take steps necessary to mitigate any known harmful effects of
such unauthorized access including, but not limited to, sanctioning employees
and taking steps necessary to stop further unauthorized access. Contractor
agrees to indemnify and hold HCA harmless for any damages related to
unauthorized use or disclosure of Confidential Information by Contractor, its
officers, directors, employees, Subcontractors or agents.
4.9.3 If notification of the Breach or possible Breach must (in the judgment of HCA)
be made under the HIPAA Breach Notification Rule, or RCW 42.56.590 or
RCW 19.255.010, or other law or rule, then:
4.9.3.1 HCA may choose to make any required notifications to the
individuals, to the U.S. Department of Health and Human Services
Secretary (DHHS) Secretary, and to the media, or direct Contractor
to make them or any of them.
4.9.3.2 In any case, Contractor will pay the reasonable costs of notification
to individuals, media, and governmental agencies and of other
actions HCA reasonably considers appropriate to protect HCA
clients (such as paying for regular credit watches in some cases).
4.9.3.3 Contractor will compensate HCA clients for harms caused to them
by any Breach or possible Breach.
4.9.4 Any breach of this clause may result in termination of the Agreement and the
demand for return or disposition (Attachment 1, Section 6) of all Confidential
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Information.
4.9.5 Contractor's obligations regarding Breach notification survive the termination of
this Agreement and continue for as long as Contractor maintains the
Confidential Information and for any breach or possible breach at any time.
4.10 CONTRACTOR'S PROPRIETARY INFORMATION
Contractor acknowledges that HCA is subject to chapter 42.56 RCW, the Public Records
Act, and that this Agreement will be a public record as defined in chapter 42.56 RCW.Any
specific information that is claimed by Contractor to be Proprietary Information must be
clearly identified as such by Contractor. To the extent consistent with chapter 42.56 RCW,
HCA will maintain the confidentiality of Contractor's information in its possession that is
marked Proprietary. If a public disclosure request is made to view Contractor's Proprietary
Information, HCA will notify Contractor of the request and of the date that such records will
be released to the requester unless Contractor obtains a court order from a court of
competent jurisdiction enjoining that disclosure. If Contractor fails to obtain the court order
enjoining disclosure, HCA will release the requested information on the date specified.
4.11 COVENANT AGAINST CONTINGENT FEES
Contractor warrants that no person or selling agent has been employed or retained to solicit
or secure this Agreement upon an agreement or understanding for a commission,
percentage, brokerage or contingent fee, excepting bona fide employees or bona fide
established agents maintained by the Contractor for the purpose of securing business. HCA
will have the right, in the event of breach of this clause by the Contractor, to annul this
Agreement without liability or, in its discretion, to deduct from the Agreement price or
consideration or recover by other means the full amount of such commission, percentage,
brokerage or contingent fee.
4.12 DEBARMENT
By signing this Agreement, Contractor certifies that it is not presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded in any Washington State
or Federal department or agency from participating in transactions(debarred). Contractor
agrees to include the above requirement in any and all subcontracts into which it enters, and
also agrees that it will not employ debarred individuals. Contractor must immediately notify
HCA if, during the term of this Agreement, Contractor becomes debarred. HCA may
immediately terminate this Agreement by providing Contractor written notice, if Contractor
becomes debarred during the term hereof.
4.13 DISPUTES
The parties will use their best, good faith efforts to cooperatively resolve disputes and
problems that arise in connection with this Agreement. Both parties will continue without
delay to carry out their respective responsibilities under this Agreement while attempting to
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resolve any dispute. When a genuine dispute arises between HCA and the Contractor
regarding the terms of this Agreement or the responsibilities imposed herein and it cannot
be resolved between the parties' Agreement Managers, either party may initiate the
following dispute resolution process.
4.13.1 The initiating party will reduce its description of the dispute to writing and
deliver it to the responding party (email acceptable). The responding party will
respond in writing within five(5) Business Days (email acceptable). If the
initiating party is not satisfied with the response of the responding party, then
the initiating party may request that the HCA Director review the dispute. Any
such request from the initiating party must be submitted in writing to the HCA
Director within five (5) Business Days after receiving the response of the
responding party. The HCA Director will have sole discretion in determining the
procedural manner in which he or she will review the dispute. The HCA
Director will inform the parties in writing within five (5) Business Days of the
procedural manner in which he or she will review the dispute, including a
timeframe in which he or she will issue a written decision.
4.13.2 A party's request for a dispute resolution must:
4.13.2.1 Be in writing;
4.13.2.2 Include a written description of the dispute;
4.13.2.3 State the relative positions of the parties and the remedy sought;
4.13.2.4 State the Agreement Number and the names and contact
information for the parties;
4.13.3 This dispute resolution process constitutes the sole administrative remedy
available under this Agreement. The parties agree that this resolution process
will precede any action in a judicial or quasi-judicial tribunal.
4.14 ENTIRE AGREEMENT
HCA and Contractor agree that the Agreement is the complete and exclusive statement of
the agreement between the parties relating to the subject matter of the Agreement and
supersedes all letters of intent or prior Agreements, oral or written, between the parties
relating to the subject matter of the Agreement, except as provided in Section 4.44
Warranties.
4.15 FEDERAL FUNDING ACCOUNTABILITY & TRANSPARENCY ACT (FFATA)
4.15.1 This Agreement 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.
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4.15.2 To comply with the act and be eligible to enter into this Agreement, Contractor
must have a Data Universal Numbering System (DUNS®) number. A DUNS®
number provides a method to verify data about your organization. If Contractor
does not already have one, a DUNS®number is available free of charge by
contacting Dun and Bradstreet at www.dnb.com.
4.15.3 Information about Contractor and this Agreement will be made available on_
www.uscontractorreoistration.com by HCA as required by P.L. 109-282. HCA's
Attachment 3: Federal Funding Accountability and Transparency Act Data
Collection Form, is considered part of this Agreement and must be completed
and returned along with the Agreement.
4.16 FORCE MAJEURE
A party will not be liable for any failure of or delay in the performance of this Agreement for
the period that such failure or delay is due to causes beyond its reasonable control,
including but not limited to acts of God, war, strikes or labor disputes, embargoes,
government orders or any other force majeure event.
4.17 FUNDING WITHDRAWN, REDUCED OR LIMITED
If HCA determines in its sole discretion that the funds it relied upon to establish this
Agreement have been withdrawn, reduced or limited, or if additional or modified conditions
are placed on such funding after the effective date of this Agreement but prior to the normal
completion of this Agreement, then HCA, at its sole discretion, may:
4.17.1 Terminate this Agreement pursuant to Section 4.41.1, TERMINATION DUE TO
CHANGE IN FUNDING;
4.17.2 Renegotiate the Agreement under the revised funding conditions; or
4.17.3 Suspend Contractor's performance under the Agreement upon five(5)
Business Days' advance written notice to Contractor. HCA will use this option
only when HCA determines that there is reasonable likelihood that the funding
insufficiency may be resolved in a timeframe that would allow Contractor's
performance to be resumed prior to the normal completion date of this
Agreement.
4.17.3.1 During the period of suspension of performance, each party will
inform the other of any conditions that may reasonably affect the
potential for resumption of performance.
4.17.3.2 When HCA determines in its sole discretion that the funding
insufficiency is resolved, it will give Contractor written notice to
resume performance. Upon the receipt of this notice, Contractor will
provide written notice to HCA informing HCA whether it can resume
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performance and, if so, the date of resumption. For purposes of this
subsection, "written notice" may include email.
4.17.3.3 If the Contractor's proposed resumption date is not acceptable to
HCA and an acceptable date cannot be negotiated, HCA may
terminate the Agreement by giving written notice to Contractor. The
parties agree that the Agreement will be terminated retroactive to
the date of the notice of suspension. HCA will be liable only for
payment in accordance with the terms of this Agreement for
services rendered prior to the retroactive date of termination.
4.18 GOVERNING LAW
This Agreement is governed in all respects by the laws of the state of Washington, without
reference to conflict of law principles. The jurisdiction for any action hereunder is exclusively
in the Superior Court for the state of Washington, and the venue of any action hereunder is
in the Superior Court for Thurston County,Washington. Nothing in this Agreement will be
construed as a waiver by HCA of the State's immunity under the 11thAmendment to the
United States Constitution.
4.19 HCA NETWORK SECURITY
Contractor agrees not to attach any Contractor-supplied computers, peripherals or software
to the HCA Network without prior written authorization from HCA's Chief Information Officer.
Unauthorized access to HCA networks and systems is a violation of HCA Policy and
constitutes computer trespass in the first degree pursuant to RCW 9A.52.110. Violation of
any of these laws or policies could result in termination of the Agreement and other
penalties.
Contractor will have access to the HCA visitor Wi-Fi Internet connection while on site.
4.20 INDEMNIFICATION
Contractor must defend, indemnify, and save HCA harmless from and against all claims,
including reasonable attorneys' fees resulting from such claims, for any or all injuries to
persons or damage to property, or Breach of its confidentiality and notification obligations
under Section 4.7 Confidential Information Protection and Section 4.8 Confidentiality
Breach-Required Notification, arising from intentional or negligent acts or omissions of
Contractor, its officers, employees, or agents, or Subcontractors, their officers, employees,
or agents, in the performance of this Agreement.
4.21 INDEPENDENT CAPACITY OF THE CONTRACTOR
The parties intend that an independent contractor relationship will be created by this
Agreement. Contractor and its employees or agents performing under this Agreement are
not employees or agents of HCA. Contractor will not hold itself out as or claim to be an
officer or employee of HCA or of the State of Washington by reason hereof, nor will
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Contractor make any claim of right, privilege or benefit that would accrue to such employee
under law. Conduct and control of the work will be solely with Contractor.
4.22 INDUSTRIAL INSURANCE COVERAGE
Prior to performing work under this Agreement, Contractor must provide or purchase
industrial insurance coverage for the Contractor's employees, as may be required of an
"employer" as defined in Title 51 RCW, and must maintain full compliance with Title 51 RCW
during the course of this Agreement.
4.23 LEGAL AND REGULATORY COMPLIANCE
4.23.1 During the term of this Agreement, Contractor must comply with all local, state,
and federal licensing, accreditation and registration requirements/standards,
necessary for the performance of this Agreement and all other applicable
federal, state and local laws, rules, and regulations.
4.23.2 While on the HCA premises, Contractor must comply with HCA operations and
process standards and policies (e.g., ethics, Internet/email usage, data,
network and building security, harassment, as applicable). HCA will make an
electronic copy of all such policies available to Contractor.
4.23.3 Failure to comply with any provisions of this section may result in Agreement
termination.
4.24 LIMITATION OF AUTHORITY
Only the HCA Authorized Representative has the express, implied, or apparent authority to
alter, amend, modify, or waive any clause or condition of this Agreement. Furthermore, any
alteration, amendment, modification, or waiver or any clause or condition of this Agreement
is not effective or binding unless made in writing and signed by the HCA Authorized
Representative.
4.25 NO THIRD-PARTY BENEFICIARIES
HCA and Contractor are the only parties to this Agreement. Nothing in this Agreement gives
or is intended to give any benefit of this Agreement to any third parties.
4.26 NONDISCRIMINATION
During the performance of this Agreement, the Contractor must comply with all federal and
state nondiscrimination laws, regulations and policies, including but not limited to: Title VII of
the Civil Rights Act, 42 U.S.C. §12101 et seq.; the Americans with Disabilities Act of 1990
(ADA), 42 U.S.C. §12101 et seq., 28 CFR Part 35; and Title 49.60 RCW, Washington Law
Against Discrimination. In the event of Contractor's noncompliance or refusal to comply with
any nondiscrimination law, regulation or policy, this Agreement may be rescinded, canceled,
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or terminated in whole or in part under the Termination for Default sections, and Contractor
may be declared ineligible for further Agreements with HCA.
4.27 OVERPAYMENTS TO CONTRACTOR
In the event that overpayments or erroneous payments have been made to the Contractor
under this Agreement, HCA will provide written notice to Contractor and Contractor shall
refund the full amount to HCA within thirty (30) calendar days of the notice. If Contractor fails
to make timely refund, HCA may charge Contractor one percent(1%) per month on the
amount due, until paid in full. If the Contractor disagrees with HCA's actions under this
section, then it may invoke the dispute resolution provisions of Section 4.13 Disputes.
4.28 PAY EQUITY
4.28.1 Contractor represents and warrants that, as required by Washington state law
(Laws of 2017, Chap. 1, § 147), during the term of this Agreement, it agrees to
equality among its workers by ensuring similarly employed individuals are
compensated as equals. For purposes of this provision, employees are
similarly employed if(i) the individuals work for Contractor, (ii) the performance
of the job requires comparable skill, effort, and responsibility, and (iii) the jobs
are performed under similar working conditions. Job titles alone are not
determinative of whether employees are similarly employed.
4.28.2 Contractor may allow differentials in compensation for its workers based in
good faith on any of the following: (i) a seniority system; (ii) a merit system; (iii)
a system that measures earnings by quantity or quality of production; (iv) bona
fide job- related factor(s); or(v) a bona fide regional difference in compensation
levels.
4.28.3 Bona fide job-related factor(s)" may include, but not be limited to, education,
training, or experience, that is: (i)consistent with business necessity; (ii) not
based on or derived from a gender-based differential; and (iii) accounts for the
entire differential.
4.28.4 A"bona fide regional difference in compensation level" must be(i) consistent
with business necessity; (ii) not based on or derived from a gender-based
differential; and (iii) account for the entire differential.
4.28.5 Notwithstanding any provision to the contrary, upon breach of warranty and
Contractor's failure to provide satisfactory evidence of compliance within thirty
(30) Days of HCA's request for such evidence, HCA may suspend or terminate
this Agreement.
4.29 PUBLICITY
4.29.1 The award of this Agreement to Contractor is not in any way an endorsement
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of Contractor or Contractor's Services by HCA and must not be so construed
by Contractor in any advertising or other publicity materials.
4.29.2 Contractor agrees to submit to HCA, all advertising, sales promotion, and other
publicity materials relating to this Agreement or any Service furnished by
Contractor in which HCA's name is mentioned, language is used, or Internet
links are provided from which the connection of HCA's name with Contractor's
Services may, in HCA's judgment, be inferred or implied. Contractor further
agrees not to publish or use such advertising, marketing, sales promotion
materials, publicity or the like through print, voice, the Web, and other
communication media in existence or hereinafter developed without the
express written consent of HCA prior to such use.
4.30 RECORDS AND DOCUMENTS REVIEW
4.30.1 The Contractor must maintain books, records, documents, magnetic media,
receipts, invoices or other evidence relating to this Agreement and the
performance of the services rendered, along with accounting procedures and
practices, all of which sufficiently and properly reflect all direct and indirect
costs of any nature expended in the performance of this Agreement.At no
additional cost, these records, including materials generated under this
Agreement, are subject at all reasonable times to inspection, review, or audit by
HCA, the Office of the State Auditor, and state and federal officials so
authorized by law, rule, regulation, or agreement [See 42 USC
1396a(a)(27)(B); 42 USC 1396a(a)(37)(B); 42 USC 1396a(a)(42(A); 42 CFR
431, Subpart Q; and 42 CFR 447.202].
4.30.2 The Contractor must retain such records for a period of six(6) years after the
date of final payment under this Agreement.
4.30.3 If any litigation, claim or audit is started before the expiration of the six (6) year
period, the records must be retained until all litigation, claims, or audit findings
involving the records have been resolved.
4.31 REMEDIES NON-EXCLUSIVE
The remedies provided in this Agreement are not exclusive, but are in addition to all other
remedies available under law.
4.32 RIGHT OF INSPECTION
The Contractor must provide right of access to its facilities to HCA, or any of its officers, or to
any other authorized agent or official of the state of Washington or the federal government,
at all reasonable times, in order to monitor and evaluate performance, compliance, and/or
quality assurance under this Agreement.
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4.33 RIGHTS IN DATA/OWNERSHIP
4.33.1 HCA and Contractor agree that all data and work products(collectively"Work
Product") produced pursuant to this Agreement will be considered a work for
hire under the U.S. Copyright Act, 17 U.S.C. §101 et seq, and will be owned by
HCA. Contractor is hereby commissioned to create the Work Product. Work
Product includes, but is not limited to, discoveries, formulae, ideas,
improvements, inventions, methods, models, processes, techniques, findings,
conclusions, recommendations, reports, designs, plans, diagrams, drawings,
Software, databases, documents, pamphlets, advertisements, books,
magazines, surveys, studies, computer programs, films, tapes, and/or sound
reproductions, to the extent provided by law. Ownership includes the right to
copyright, patent, register and the ability to transfer these rights and all
information used to formulate such Work Product.
4.33.2 If for any reason the Work Product would not be considered a work for hire
under applicable law, Contractor assigns and transfers to HCA, the entire right,
title and interest in and to all rights in the Work Product and any registrations
and copyright applications relating thereto and any renewals and extensions
thereof.
4.33.3 Contractor will execute all documents and perform such other proper acts as
HCA may deem necessary to secure for HCA the rights pursuant to this
section.
4.33.4 Contractor will not use or in any manner disseminate any Work Product to any
third party, or represent in any way Contractor ownership of any Work Product,
without the prior written permission of HCA. Contractor shall take all
reasonable steps necessary to ensure that its agents, employees, or
Subcontractors will not copy or disclose, transmit or perform any Work Product
or any portion thereof, in any form, to any third party.
4.33.5 Material that is delivered under this Agreement, but that does not originate
therefrom ("Preexisting Material"), must be transferred to HCA with a
nonexclusive, royalty-free, irrevocable license to publish, translate, reproduce,
deliver, perform, display, and dispose of such Preexisting Material, and to
authorize others to do so. Contractor agrees to obtain, at its own expense,
express written consent of the copyright holder for the inclusion of Preexisting
Material. HCA will have the right to modify or remove any restrictive markings
placed upon the Preexisting Material by Contractor.
4.33.6 Contractor must identify all Preexisting Material when it is delivered under this
Agreement and must advise HCA of any and all known or potential
infringements of publicity, privacy or of intellectual property affecting any
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Preexisting Material at the time of delivery of such Preexisting Material.
Contractor must provide HCA with prompt written notice of each notice or claim
of copyright infringement or infringement of other intellectual property right
worldwide received by Contractor with respect to any Preexisting Material
delivered under this Agreement.
4.34 RIGHTS OF STATE AND FEDERAL GOVERNMENTS
In accordance with 45 C.F.R. 95.617, all appropriate state and federal agencies, including
but not limited to the Centers for Medicare and Medicaid Services(CMS), will have a royalty-
free, nonexclusive, and irrevocable license to reproduce, publish, translate, or otherwise
use, and to authorize others to use for Federal Government purposes: (i) software,
modifications, and documentation designed, developed or installed with Federal Financial
Participation (FFP) under 45 CFR Part 95, subpart F; (ii) the Custom Software and
modifications of the Custom Software, and associated Documentation designed, developed,
or installed with FFP under this Agreement; (iii) the copyright in any work developed under
this Agreement; and (iv) any rights of copyright to which Contractor purchases ownership
under this Agreement.
4.35 SEVERABILITY
If any provision of this Agreement or the application thereof to any person(s) or
circumstances is held invalid, such invalidity will not affect the other provisions or
applications of this Agreement that can be given effect without the invalid provision, and to
this end the provisions or application of this Agreement are declared severable.
4.36 SITE SECURITY
While on HCA premises, Contractor, its agents, employees, or Subcontractors must conform
in all respects with physical, fire or other security policies or regulations. Failure to comply
with these regulations may be grounds for revoking or suspending security access to these
facilities. HCA reserves the right and authority to immediately revoke security access to
Contractor staff for any real or threatened breach of this provision. Upon reassignment or
termination of any Contractor staff, Contractor agrees to promptly notify HCA.
4.37 SUBCONTRACTING
4.37.1 Neither Contractor, nor any Subcontractors, may enter into subcontracts for
any of the work contemplated under this Agreement without prior written
approval of HCA. HCA has sole discretion to determine whether or not to
approve any such subcontract. In no event will the existence of the subcontract
operate to release or reduce the liability of Contractor to HCA for any breach in
the performance of Contractor's duties.
4.37.2 Any agreement between Contractor and a Subcontractor shall include the
terms and conditions that meet or exceed all requirements and conditions in
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this Agreement that the Contractor is required to meet when providing services
to patients, clients, or persons seeking assistance, including but not limited to:
(1) identification of funding sources; (b) DUNS number and zip code +4 of
subcontractor; (c) determination of eligible clients; (d) payment or
reimbursement arrangement in compliance with the Fiscal/Program
Requirements; (e)termination of a subcontract shall be grounds for a fair
hearing for the service applicant or a grievance for the recipient if similar
services are immediately available in the County; (f) Contractor rights in the
event of termination of a subcontract to ensure all data on services provided
have been entered into the Substance Use Disorder Prevention and Mental
Health Promotion Online Reporting System ("Minerva"); (g) informing service
applications and recipients of their right to a grievance in the case of a denial or
termination of service and/or failure to act upon a request for services with
reasonable promptness; (h) audit requirements in compliance with OMB 2, Part
200, Subpart F (A-133); (i) authorizing Contractor to conduct an inspection of
any and all subcontractor facilities where services are provided; (j) requiring
Subcontractor to perform background checks on its employees and
independent contractors used to perform the services; (k) representation and
warranty that Subcontractor is not has not been debarred or suspended by any
state or the federal government; (I) Business Associate Agreement in
compliance with the requirements of HIPAA; (m) protection of the Confidential
Information and restrictions on the providing and sharing of data; and (n)
identifying unallowable uses of federal funds.
4.37.3 If at any time during the progress of the work HCA determines in its sole
judgment that any Subcontractor is incompetent or undesirable, HCA will notify
Contractor, and Contractor must take immediate steps to terminate the
Subcontractor's involvement in the work.
4.37.4 The rejection or approval by the HCA of any Subcontractor or the termination of
a Subcontractor will not relieve Contractor of any of its responsibilities under
the Agreement, nor be the basis for additional charges to HCA.
4.37.5 Contractor shall submit a subcontract monitoring plan to Agreement Manager
or designee fifteen (15) days prior of entering into first subcontract during
Agreement period for review and HCA approval to include a plan for(a) an
annual onsite review of each subcontract providing services monitoring the
subcontractor's contractual, fiscal, and programmatic compliance; (b)
preparation of written documentation of each on-site visit and delivery of such
documentation to HCA; (c) ensuring subcontractors have entered services
funded under this Agreement in the Minerva database; and (d) ensuring
records of additional monitoring activities in the Contractor's subcontractor file
are kept and making them available to HCA upon request, including any audit
and any independent documentation. Additionally, in the event of subcontractor
termination or closure, the Contractor shall withhold final payment of any
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subcontract until all required Minerva reporting is complete.
4.37.6 The Contractor shall ensure that subcontractors have entered services funded
under this contract in Minerva. The Contractor may not require subcontractor to
enter duplicate prevention service data that is entered into Minerva into an
additional system. The Contractor shall ensure the proper training of staff and
designated back-up staff for Minerva data entry to meet report due dates.
4.37.7 The Contractor shall maintain records of additional monitoring activities in the
Contractor's subcontractor file and make them available to HCA upon request
including any audit and any independent documentation.
4.38 SUBRECIPIENT
4.38.1 General
If the Contractor is a subrecipient (as defined in 45 CFR 75.2 and 2 CFR
200.93) of federal awards, then the Contractor, in accordance with 2 CFR
200.501 and 45 CFR 75.501, shall:
4.38.1.1 Maintain records that identify, in its accounts, all federal awards
received and expended and the federal programs under which they
were received, by Catalog of Federal Domestic Assistance(CFDA)
title and number, award number and year, name of the federal
agency, and name of the pass-through entity;
4.38.1.2 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;
4.38.1.3 Prepare appropriate financial statements, including a schedule of
expenditures of federal awards;
4.38.1.4 Incorporate OMB Super Circular 2 CFR 200.501 and 45 CFR
75.501 audit requirements into all agreements between the
Contractor and its Subcontractors who are subrecipients;
4.38.1.5 Comply with any future amendments to OMB Super Circular 2 CFR
200.501 and 45 CFR 75.501 and any successor or replacement
Circular or regulation;
4.38.1.6 Comply with the applicable requirements of OMB Super Circular 2
CFR 200.501 and 45 CFR 75.501 and any future amendments to
OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501, and any
successor or replacement Circular or regulation; and
4.38.1.7 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
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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
http://ojp.gov/about/offices/ocr.htm for additional information and
access to the aforementioned Federal laws and regulations.)
4.38.2 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:
4.38.2.1 Submit to the Authority contact person the data collection form and
reporting package specified in OMB Super Circular 2 CFR 200.501
and 45 CFR 75.501, reports required by the program-specific audit
guide (if applicable), and a copy of any management letters issued
by the auditor;
4.38.2.2 Follow-up and develop corrective action for all audit findings; in
accordance with OMB Super Circular 2 CFR 200.501 and 45 CFR
75.501, prepare a"Summary Schedule of Prior Audit Findings."
4.38.3 Overpayments
4.38.3.1 If it is determined by HCA, or during the course of a required audit,
that Contractor has been paid unallowable costs under this or any
Program Agreement, Contractor shall refund the full amount to HCA
as provided in Section 4.27 Overpayments to Contractors.
4.39 SURVIVAL
The terms and conditions contained in this Agreement that, by their sense and context, are
intended to survive the completion, cancellation, termination, or expiration of the Agreement
will survive. In addition, the terms of the sections titled Confidential Information Protection,
Confidential Information Breach—Required Notification, Contractor's Proprietary
Information, Disputes, Overpayments to Contractor, Publicity, Records and Documents
Review, Rights in Data/Ownership, and Rights of State and Federal Governments will
survive the termination of this Agreement. The right of HCA to recover any overpayments
will also survive the termination of this Agreement.
4.40 TAXES
All payments accrued on account of payroll taxes, unemployment contributions, any other
taxes, insurance, or other expenses for the Contractor or its staff is the sole responsibility of
the Contractor.
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4.41 TERMINATION
4.41.1 TERMINATION DUE TO CHANGE IN FUNDING
4.41.1.1 If the funds that HCA relied upon to establish any Agreement are
withdrawn, reduced, or limited, or if additional modified conditions
are placed on such funding, and such changes materially affect the
ability of HCA to provide funds or to perform under the Agreement,
HCA will notify and consult with the Contractor as soon as practical
and, as a last resort, may terminate this Agreement by providing at
least fifteen (15) calendar days written notice to the Contractor.
4.41.1.2 If funds are available, HCA will pay the Contractor for its reasonable
costs that directly relate to termination of the Agreement. The
parties may identify and agree upon such costs. Such costs may
include, but are not limited to, closeout costs, unemployment costs,
severance pay, retirement benefits, reasonable profits, and
termination costs associated with any approved subcontract.
4.41.2 TERMINATION FOR CONVENIENCE
4.41.2.1 Either party may terminate the agreement for Convenience by giving
the other party at least thirty (30) days written notice.
4.41.2.2 The Contract must address such notices to:
Health Care Authority Contract Services
Post Office Box 42702
Olympia,Washington 98504-2702
4.41.2.3 HCA must direct such notices to the Contract contact named on the
first page of the Agreement.
4.41.2.4 If either party terminates the Agreement for convenience, the
terminating party may pay an amount agreed to by the parties for
actual costs incurred by the non-terminating party in performance of
or in reliance on the Agreement.
4.41.3 TERMINATION FOR DEFAULT
4.41.3.1 The Contracts Administrator may terminate the Agreement for
Default, in whole or in part, by written notice to the Contractor ifHCA
has a reasonable basis to believe the Contract has:
4.41.3.1.1 Failed to meet or maintain any requirement for
contracting in this Agreement with HCA:
4.41.3.1.2 Failed to perform under any provision of the
Agreement;
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4.41.3.1.3 Negligently failed to ensure the health or safety of
any client for whom services ae being provided under
the Agreement;
4.41.3.1.4 Violated any applicable law, regulation, rule, or
ordinance related to the Agreement; and/or
4.41.3.1.5 Otherwise breached any provision or condition of the
Agreement.
4.41.3.2 The Contracts Administrator must give the Contractor at least ten
(10) business days' notice of HCAs intent to terminate the
Agreement, along with a summary of the facts supporting such
termination.
4.41.3.2.1 The Contractor must have a least ten (10) business
days in which to cure the default provided that it will
reasonably take longer than ten (10) business days
to cure the default, the cure period will be a
reasonable period agreed by the parties.
4.41.3.2.2 In the event of a continuing pattern of default, the
Contracts Administrator will not be required to
provide a cure period.
4.41.3.2.3 The Contract Administrator is not required to offer a
cure period if a client's health or safety is at risk. This
provision does not apply if the alleged default is an
activity related to Contractor law, custom, or practice.
4.41.3.3 The Contractor may terminate this Agreement for default, in whole
or in part, by written notice to HCA if the Contractor has a
reasonable basis to believe that HCA has:
4.41.3.3.1 Failed to meet or maintain any requirement for
contracting with the Contractor:
4.41.3.3.2 Failed to perform under any provision of the
Agreement;
4.41.3.3.3 Violated any law, regulation, rule, or ordinance
applicable to work performed under the Agreement;
and/or
4.41.3.3.4 Otherwise breached any provision or condition of the
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Agreement.
4.41.3.4 Before the Contractor may terminate the Agreement for default, the
Contract must provide HCA at least ten (10) business days written
notice of the Contractor's intent to terminate the Agreement, along
with a summary of the facts supporting such termination. HCA must
have at least ten (10 business days in which to cure the default
provided that it will reasonably take longer than ten (10) business
days to cure the default, the cure period must be a reasonable
period agreed by the parties.
4.41.4 TERMINATION FOR WITHDRAWAL OF AUTHORITY
In the event that the authority of HCA to perform any of its duties is withdrawn,
reduced, or limited in any way after the commencement of this Agreement and
prior to normal completion, HCA may immediately terminate this Agreement in
whole or in part, by providing written notice to the Contractor. The termination
will be effective on the date specified in the termination notice. HCA will be
liable only for payment in accordance with the terms of this Agreement for
services rendered prior to the effective date of termination. HCA agrees to
notify Contractor of such withdrawal of authority at the earliest possible time.
No penalty will accrue to HCA in the event the termination option in this section
is exercised. This section must not so as to permit HCA to terminate this
Agreement in order to acquire similar services from a third party.
4.42 TERMINATION PROCEDURES
The following provisions must survive and be binding on the parties in the event the
Agreement is terminated:
4.42.1 The Contract must cease to perform any services required by the Agreement
as of the effective date of termination and must comply with all reasonable
instructions contained in the notice of termination.
4.42.2 If requested by HCA within ten (10) business days of termination, the Contactor
must, within a period not to exceed thirty (30) business days, deliver to HCA all
HCA assets or property in its possession. If the Contractor does not return HCA
property within thirty(30) business days of the Agreement termination, the
Contractor will be charged with all reasonable costs of recovery, including
transportation and attorney's fees. The Contractor must protect and preserve
any property of HCA that is in the possession of the Contractor pending return
to HCA.
4.42.3 HCA will be liable for an will pay for those services authorized and provided
through the date of termination. HCA may pay an amount agreed to by the
parties for partially completed work and services, if work products are useful to
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or useable by HCA.
4.42.4 If the Contracts Administrator terminates the Agreement for default, HCA may
withhold a sum from the final payment to the Contractor that is reasonable and
necessary to protect HCA against reasonably anticipated loss or liability. HCA
must provide the Contractor with written notice of the amount withheld and the
nature of the reasonable anticipated loss or liability. If it is later determined that
the Contractor wan to in default, HCA must pay the amount withheld to the
Contractor within ten (10) business days of determines that the Contractorwas
not in default.
4.43 WAIVER
Waiver of any breach of any term or condition of this Agreement will not be deemed a
waiver of any prior or subsequent breach or default. No term or condition of this Agreement
will be held to be waived, modified, or deleted except by a written instrument signed by the
parties. Only the HCA Authorized Representative has the authority to waive any term or
condition of this Agreement on behalf of HCA.
4.44 WARRANTIES
4.44.1 Contractor represents and warrants that it will perform all services pursuant to
this Agreement in a professional manner and with high quality and will
immediately re-perform any services that are not in compliance with this
representation and warranty at no cost to HCA.
4.44.2 Contractor represents and warrants that it shall comply with all applicablelocal,
State, and federal licensing, accreditation and registration requirements and
standards necessary in the performance of the Services.
4.44.3 Any written commitment by Contractor within the scope of this Agreement will
be binding upon Contractor. Failure of Contractor to fulfill such a commitment
may constitute breach and will render Contractor liable for damages under the
terms of this Agreement. For purposes of this section, a commitment by
Contractor includes: (i) Prices, discounts, and options committed to remain in
force over a specified period of time; and (ii) any warranty or representation
made by Contractor to HCA or contained in any Contractor publications, or
descriptions of services in written or other communication medium, used to
influence HCA to enter into this Agreement.
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Attachment 1
Confidential Information Security Requirements
1. Definitions
In addition to the definitions set out in Section 2 of this Agreement K3929 for CPWI
Prevention Services, the definitions below apply to this Attachment.
a. "Hardened Password" means a string of characters containing at least three of the
following character classes: upper case letters; lower case letters; numerals; and
special characters, such as an asterisk, ampersand or exclamation point.
i. Passwords for external authentication must be a minimum of 10characters
long.
ii. Passwords for internal authentication must be a minimum of 8 characters
long.
iii. Passwords used for system service or service accounts must be aminimum
of 20 characters long.
b. "Portable/Removable Media" means any Data storage device that can be detached or
removed from a computer and transported, including but not limited to: optical media
(e.g. CDs, DVDs); USB drives; or flash media(e.g. CompactFlash, SD, MMC).
c. "Portable/Removable Devices" means any small computing device that can be
transported, including but not limited to: handhelds/PDAs/Smartphones; Ultramobile
PC's, flash memory devices (e.g. USB flash drives, personal media players); and
laptops/notebook/tablet computers. If used to store Confidential Information, devices
should be Federal Information Processing Standards(FIPS) Level 2 compliant.
d. "Secured Area" means an area to which only Authorized Users 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.
e. "Transmitting" means the transferring of data electronically, such as via email, SFTP,
webservices, AWS Snowball, etc.
f. "Trusted System(s)" means 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,
Washington State Page 38 HCA Contract No.K3929
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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.
g. "Unique User ID" means a string of characters that identifies a specific user and which,
in conjunction with a password, passphrase, or other mechanism, authenticates a user
to an information system.
2. Confidential Information Transmitting
a. When transmitting HCA's Confidential Information electronically, including via email,
the Data must be encrypted using NIST 800-series approved algorithms
(http://csrc.nist.gov/publications/PubsSPs.html). This includes transmission over the
public internet.
b. When transmitting HCA's Confidential Information via paper documents, the Receiving
Party must use a Trusted System.
3. Protection of Confidential Information
The Contractor agrees to store Confidential Information as described:
a. Data at Rest:
i. Data will be encrypted with NIST 800-series approved algorithms. Encryption
keys will be stored and protected independently of the data. Access to the Data
will be restricted to Authorized Users through the use of access control lists, a
Unique User ID, and a Hardened Password, or other authentication mechanisms
which provide equal or greater security, such as biometrics or smart cards.
Systems which contain or provide access to Confidential Information must be
located in an area that is accessible only to authorized personnel, with access
controlled through use of a key, card key, combination lock, or comparable
mechanism.
ii. Data stored on Portable/Removable Media or Devices:
• Confidential Information provided by HCA on Removable Media will be
encrypted with NIST 800-series approved algorithms. Encryption keyswill
be stored and protected independently of the Data.
• HCA's data must not be stored by the Receiving Party on Portable Devices
or Media unless specifically authorized within the Data Share Agreement. If
so authorized, the Receiving Party must protect the Data by:
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1. Encrypting with NIST 800-series approved algorithms. Encryption
keys will be stored and protected independently of the data;
2. Control access to the devices with a Unique User ID and Hardened
Password or stronger authentication method such as a physical token
or biometrics;
3. Keeping devices in locked storage when not in use;
4. Using check-in/check-out procedures when devices are shared;
5. Maintain an inventory of devices; and
6. Ensure that when being transported outside of a Secured Area,all
devices with Data are under the physical control of an Authorized
User.
b. Paper documents. Any paper records containing Confidential Information must be
protected by storing the records in a Secured Area that is accessible only to authorized
personnel. When not in use, such records must be stored in a locked container, such
as a file cabinet, locking drawer, or safe, to which only authorized persons have
access.
4. Confidential Information Segregation
HCA Confidential Information received under this Contract must be segregated or
otherwise distinguishable from non-HCA data. This is to ensure that when no longer
needed by the Contractor, all HCA Confidential Information can be identified for return or
destruction. It also aids in determining whether HCA Confidential Information has or may
have been compromised in the event of a security Breach.
a. The HCA Confidential Information must be kept in one of the following ways:
i. on media(e.g. hard disk, optical disc, tape, etc.)which will contain only HCA
Data; or
ii. in a logical container on electronic media, such as a partition or folder
dedicated to HCA's Data; or
iii. in a database that will contain only HCA Data; or
iv. within a database and will be distinguishable from non-HCA Data by the
value of a specific field or fields within database records; or
v. when stored as physical paper documents, physically segregated from non-
HCA Data in a drawer, folder, or other container.
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b. When it is not feasible or practical to segregate HCA Confidential Information from
non-HCA data, then both the HCA Confidential Information and the non-HCA data
with which it is commingled must be protected as described in thisAttachment.
5. Confidential Information Shared with Subcontractors
If HCA Confidential Information provided under this Contract is to be shared with a
Subcontractor, the contract with the Subcontractor must include all of the Confidential
Information Security Requirements.
6. Confidential Information Disposition
When the Confidential Information is no longer needed, except as noted below, the
Confidential Information must be returned to HCA or destroyed. Media are to be destroyed
using a method documented within NIST 800-88
(http://csrc.nist.gov/publications/PubsSPs.html).
a. For HCA's Confidential Information stored on network disks, deleting unneeded
Confidential Information is sufficient as long as the disks remain in a Secured
Area and otherwise meet the requirements listed in Section 3, above. Destruction
of the Confidential Information as outlined in this section of this Attachment may
be deferred until the disks are retired, replaced, or otherwise taken out of the
Secured Area.
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ATTACHMENT 2
FEDERAL COMPLIANCE, CERTIFICATIONS, AND ASSURANCES
In the event federal funds are included in this agreement,the following sections apply: I.Federal Compliance
and II.Standard Federal Assurances and Certifications. In the instance of inclusion of federal funds,the
Contractor may be designated as a sub-recipient and the effective date of the amendment shall also be the
date at which these requirements go into effect.
FEDERAL COMPLIANCE-The use of federal funds requires additional compliance and control
mechanisms to be in place. The following represents the majority of compliance elements that may apply
to any federal funds provided under this contract. For clarification regarding any of these elements or
details specific to the federal funds in this contract, contact:Alicia Hughes for SOR, or Sarah Mariani for
PFS.
a. Source of Funds:This agreement is being funded partially or in full through Cooperative Agreement
number 1H79T1081705-01 (SOR), the full and complete terms and provisions of which are hereby
incorporated into this agreement can be found by reference in Attachment 4. Federal funds to
support this agreement are identified by the Catalog of Federal Domestic Assistance(CFDA)number
93.778 an amount to$93,418. The sub-awardee is responsible for tracking and reporting the
cumulative amount expended under HCA Contract No. K3929.
Source of Funds:This agreement is being funded partially or in full through Cooperative Agreement
number 1H79SP080980-01 (PFS 2018),the full and complete terms and provisions of which are
hereby incorporated into this agreement can be found by reference in Attachment 5. Federal funds to
support this agreement are identified by the Catalog of Federal Domestic Assistance(CFDA) number
93.243 and amount to$51,177. The sub-awardee is responsible for tracking and reporting
the cumulative amount expended under HCA Contract No. K3929.
Source of Funds:This agreement is being funded partially or in full through Cooperative Agreement
number T1010057(SABG),the full and complete terms and provisions of which are hereby
incorporated into this agreement can be found by reference in Attachment 5. Federal funds to
support this agreement are identified by the Catalog of Federal Domestic Assistance(CFDA)number
94.959 and amount to$161,434. The sub-awardee is responsible for tracking and reporting the
cumulative amount expended under HCA Contract No. K3929.
Source of Funds:This agreement is being funded partially or in full through Cooperative Agreement
number 6H79T1026803-02M001 (STR NCE), the full and complete terms and provisions of which are
hereby incorporated into this agreement can be found by reference in Attachment 5. Federal funds to
support this agreement are identified by the Catalog of Federal Domestic Assistance(CFDA)number
93.788 and amount to$0. The sub-awardee is responsible for tracking and reporting the
cumulative amount expended under HCA Contract No. K3929.
Source of Funds:This agreement is being funded partially or in full through Cooperative Agreement
number 7U79SP023011-01 (PFS 2013 NCE), the full and complete terms and provisions of which are
hereby incorporated into this agreement can be found by reference in Attachment 5. Federal funds to
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Health Care Authority
support this agreement are identified by the Catalog of Federal Domestic Assistance(CFDA) number
93.243 and amount to$0. The sub-awardee is responsible for tracking and reporting the
cumulative amount expended under HCA Contract No. K3929.
b. Period of Availability of Funds: Pursuant to 45 CFR 92.23, Sub-awardee may charge to the award
only costs resulting from obligations of the funding period specified in 1 H79T1081705-01,
IH79SP080980-01,T1010057,6H79T1026803-02M001,and/or 7U79SP023011-01 unless carryover
of unobligated balances is permitted, in which case the carryover balances may be charged for
costs resulting from obligations of the subsequent funding period.All obligations incurred under
the award must be liquidated no later than 90 days after the end of the funding period.
c. Single Audit Act:A sub-awardee(including private, for-profit hospitals and non-profit institutions)
shall adhere to the federal Office of Management and Budget(OMB)Super Circular 2 CFR200.501
and 45 CFR 75.501. A sub-awardee who expends$750,000 or more in federal awards during a
given fiscal year shall have a single or program-specific audit for that year in accordance with the
provisions of OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501.
d. Modifications:This agreement may not be modified or amended, nor may any term or provision be
waived or discharged, including this particular Paragraph, except in writing, signed upon by both
parties.
1. Examples of items requiring Health Care Authority prior written approval include,but arenot
limited to, the following:
i. Deviations from the budget and Project plan.
ii. Change in scope or objective of the agreement.
iii. Change in a key person specified in the agreement.
iv. The absence for more than three months or a 25%reduction in time by the Project
Manager/Director.
v. Need for additional funding.
vi. Inclusion of costs that require prior approvals as outlined in the appropriate cost principles.
vii. Any changes in budget line item(s)of greater than twenty percent(20%)of the total budget
in this agreement.
2. No changes are to be implemented by the Sub-awardee until a written notice of approval is
received from the Health Care Authority.
e. Sub-Contracting: The sub-awardee shall not enter into a sub-contract for any of the work performed
under this agreement without obtaining the prior written approval of the Health Care Authority. If sub-
contractors are approved by the Health Care Authority, the subcontract, shall contain,at a minimum,
sections of the agreement pertaining to Debarred and Suspended Vendors, Lobbying certification,
Audit requirements, and/or any other project Federal, state, and local requirements.
f. Condition for Receipt of Health Care Authority Funds: Funds provided by Health Care Authority to the
sub-awardee under this agreement may not be used by the sub-awardee as a match or cost-sharing
provision to secure other federal monies without prior written approval by the Health Care Authority.
g. Unallowable Costs: The sub-awardees'expenditures shall be subject to reduction for amounts
included in any invoice or prior payment made which determined by HCA not to constituteallowable
costs on the basis of audits, reviews, or monitoring of this agreement.
h. Citizenship/Alien Verification/Determination:The Personal Responsibility and Work Opportunity
Reconciliation Act(PRWORA)of 1996(PL 104-193) states that federal public benefits should be
made available only to U.S. citizens and qualified aliens. Entities that offer a service defined as a
"federal public benefit"must make a citizenship/qualified alien determination/verification of applicants
at the time of application as part of the eligibility criteria. Non-US citizens and unqualified aliens are
not eligible to receive the services. PL 104-193 also includes specific reporting requirements.
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i. Federal Compliance:The sub-awardee shall comply with all applicable State and Federal statutes,
laws, rules, and regulations in the performance of this agreement, whether included specifically in this
agreement or not.
j. Civil Rights and Non-Discrimination Obligations During the performance of this agreement,the
Contractor shall comply with all current and future federal statutes relating to nondiscrimination.
These include but are not limited to: Title VI of the Civil Rights Act of 1964 (PL 88-352),Title IX of the
Education Amendments of 1972 (20 U.S.C.§§ 1681-1683 and 1685-1686), section 504 of the
Rehabilitation Act of 1973(29 U.S.C. §794), the Age Discrimination Act of 1975(42 U.S.C. §§6101-
6107), the Drug Abuse Office and Treatment Act of 1972 (PL 92-255), the Comprehensive Alcohol
Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), §§523 and
527 of the Public Health Service Act of 1912 (42 U.S.C. §§290dd-3 and 290ee-3), Title VIII of the
Civil Rights Act of 1968(42 U.S.C. §§3601 et seq.), and the Americans with Disability Act(42
U.S.C., Section 12101 et seq.) http:/lwww.hhs.gov/ocr/civilrights
HCA Federal Compliance Contact Information
Federal Grants and Budget Specialist Health
Care Policy
Washington State Health Care Authority
Post Office Box 42710
Olympia,Washington 98504-2710
11. CIRCULARS 'COMPLIANCE MATRIX'-The following compliance matrix identifies the OMB
Circulars that contain the requirements which govern expenditure of federal funds.These
requirements apply to the Washington State Health Care Authority(HCA), as the primary recipient of
federal funds and then follow the funds to the sub-awardee, Longview School District 122. The
federal Circulars which provide the applicable administrative requirements,cost principles and audit
requirements are identified by sub-awardee organization type.
Ill.
OMB CIRCULAR
ENTITY TYPE ADMINISTRATIVE COST AUDIT REQUIREMENTS
REQUIREMENTS PRINCIPLES
State. Local and Indian OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501
Tribal Governments and
Governmental Hospitals
Non-Profit Organizations
and Non-Profit Hospitals
Colleges or Universities and
Affiliated Hospitals
For-Profit Organizations
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Health Care Authority
Definitions:
"Sub-recipient";means the legal entity to which a sub-award is made and which is accountable to the State for the
use of the funds provided in carrying out a portion of the State's programmatic effort under a sponsored project.The
term may include institutions of higher education,for-profit corporations or non-U.S.Based entities.
"Sub-award and Sub-grant"are used interchangeably and mean a lower tier award of financial support from a
prime awardee(e.g.,Washington State Health Care Authority)to a Sub-recipient for the performance of a substantive
portion of the program.These requirements do not apply to the procurement of goods and services for the benefit of
the Washington State Health Care Authority.
IV. STANDARD FEDERAL CERTIFICATIONS AND ASSURANCES - Following are the Assurances,
Certifications, and Special Conditions that apply to all federally funded (in whole or in part) agreements
administered by the Washington State Health Care Authority.
CERTIFICATIONS
b) have not within a 3-year period preceding this
1. CERTIFICATION REGARDING contract been convicted of or had a
DEBARMENT AND SUSPENSION
The undersigned (authorized official signing
for the contracting organization) certifies to
the best of his or her knowledge and belief,
that the contractor, defined as the primary
participant in accordance with 45 CFR Part
76, and its principals:
a) are not presently debarred, suspended,
proposed for debarment, declared
ineligible, or voluntarily excluded from
covered transactions by any Federal
Department or agency;
Washington State Page 45 HCA Contract No.K3929
Health Care Authority
stolen property;
civil judgment rendered against
them for commission of fraud or a
criminal offense in connection c) are not presently indicted or otherwise
with obtaining, attempting to criminally or civilly charged by a
obtain, or performing a public governmental entity (Federal, State, or
(Federal, State, or local) local) with commission of any of the
transaction or contract under a offenses enumerated in paragraph (b) of
public transaction; violation of this certification; and
Federal or State antitrust statutes
or commission of embezzlement,
theft, forgery, bribery,falsification d) have not within a 3-year period preceding
or destruction of records, making this contract had one or more public
false statements, or receiving
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Health Care Authority
transactions(Federal, State, or local) will be taken against employees for
terminated for cause or default. violation of such prohibition;
Should the contractor not be able to provide b) Establishing an ongoing drug-free
this certification, an explanation as to why awareness program to inform employees
should be placed after the assurances page about
(1) The dangers of drug abuse in the
in the contract. workplace;
(2) The contractor's policy of maintaining
The contractor agrees by signing this a drug-free workplace;
contract that it will include, without (3) Any available drug counseling,
modification, the clause titled "Certification rehabilitation, and employee assistance
Regarding Debarment, Suspension, In programs; and
eligibility, and Voluntary Exclusion--Lower (4) The penalties that may be imposed
Tier Covered Transactions" in all lower tier upon employees for drug abuse
covered transactions (i.e., transactions with violations occurring in the workplace;
sub-grantees and/or contractors) and in all
solicitations for lower tier covered
transactions in accordance with 45 CFRPart c) Making it a requirement that each
76. employee to be engaged in the
performance of the contract be given a
copy of the statement required by
paragraph (a) above;
2. CERTIFICATION REGARDING DRUG- d) Notifying the employee in the statement
FREE WORKPLACE REQUIREMENTS required by paragraph (a), above, that,
as a condition of employment under the
contract, the employee will—
The undersigned (authorized official signing (1) Abide by the terms of the statement;
for the contracting organization) certifiesthat and
the contractor will, or will continue to, provide
a drug-free workplace in accordance with 45 (2) Notify the employer in writing of his or
CFR Part 76 by: her conviction for a violation of a criminal
drug statute occurring in the workplace
no later than five calendar days after
such conviction;
a) Publishing a statement notifying
employees that the unlawful
manufacture, distribution, dispensing,
possession or use of a controlled e) Notifying the agency in writing within ten
substance is prohibited in the grantee's calendar days after receiving notice
workplace and specifying the actions that under paragraph (d)(2) from an
Washington State Page 46 HCA Contract No.K3929
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employee or otherwise receiving
actual
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Olympia, WA 98504-2700 (1) No Federal appropriated funds have
been paid or will be paid, by or on behalf
of the undersigned, to any person for
influencing or attempting to influence an
officer or employee of any agency, a
Member of Congress, an officer or
3. CERTIFICATION employee of Congress, or an employee
REGARDING of a Member of Congress in connection
LOBBYING
Title 31, United States Code,Section
1352, entitled "Limitation on use of
appropriated funds to influence
certain Federal contracting and
financial transactions," generally
prohibits recipients of Federal grants
and cooperative agreements from
using Federal (appropriated) funds
for lobbying the Executive or
Legislative Branches of the Federal
Government in connection with a
SPECIFIC grant or cooperative
agreement. Section 1352 also
requires that each person who
requests or receives a Federal grant
or cooperative agreement must
disclose lobbying undertaken with
non-Federal
(nonappropriated) funds. These
requirements apply to grants and
cooperative agreements
EXCEEDING
$100,000 in total costs (45 CFR Part 93).
The undersigned (authorized official
signing for the contracting
organization) certifies, to the best of
his or her knowledge and belief,that:
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Health Care Authority
notice of such conviction. Employers of
convicted employees must provide PO Box 42700
notice, including position title, to every
contract officer or other designee on
whose contract activity the convicted
employee was working, unless the
Federal agency has designated a central
point for the receipt of such notices.
Notice shall include the identification
number(s) of each affected grant;
f) Taking one of the following actions,
within 30 calendar days of receiving
notice under paragraph (d) (2), with
respect to any employee who is so
convicted—
(1) Taking appropriate personnel action
against such an employee, up to
and including termination,
consistent with the requirements of
the Rehabilitation Act of 1973, as
amended; or
(2) Requiring such employee to
participate satisfactorily in a drug
abuse assistance or rehabilitation
program approved for such
purposes by a Federal,State,or
local health,law enforcement, or
other appropriate agency;
g) Making a good faith effort to continue to
maintain a drug-free workplace through
implementation of paragraphs (a), (b),
(c), (d), (e), and (f).
For purposes of paragraph (e) regarding
agency notification of criminal drug
convictions, Authority has designated the
following central point for receipt of such
notices:
Legal Services Manager
WA State Health Care Authority
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Health Care Authority
Medicaid, or facilities where WIC coupons certification required below will not necessarily result
in denial of participation in
are redeemed.
Failure to comply with the provisions of the law
may result in the imposition of a civil monetary
penalty of up to$1,000 for each violation and/or
the imposition of an administrative compliance
order on the responsible entity.
By signing the certification, the undersigned
certifies that the contracting organization will
comply with the requirements of the Act and
will not allow smoking within any portion of
any indoor facility used for the provision of
services for children as defined by the Act.
The contracting organization agrees that it
will require that the language of this
certification be included in any subcontracts
which contain provisions for children's
services and that all sub-recipients shall
certify accordingly.
The Public Health Services strongly
encourages all recipients to provide a
smoke-free workplace and promote the non-
use of tobacco products.This is consistent
with the PHS mission to protect and advance
the physical and mental health of the
American people.
6. CERTIFICATION REGARDING
DEBARMENT, SUSPENSION, AND
OTHER RESPONSIBILITY MATTERS
INSTRUCTIONS FOR CERTIFICATION
1) By signing and submitting this proposal, the
prospective contractor is providing the
certification set out below.
2) The inability of a person to provide the
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Health Care Authority
this covered transaction. The learns that its certification was erroneous
prospective contractor shall submit when submitted or has become erroneous by
an explanation of why it cannot reason of changed circumstances.
provide the certification set out 5) The terms covered transaction, debarred,
below. The certification or suspended, ineligible, lower tier covered
explanation will be considered in transaction, participant, person, primary
connection with the department or covered transaction, principal, proposal, and
agency's determination whether to voluntarily excluded, as used in this clause,
enter into this transaction. However, have the meanings set out in the Definitions
failure of the prospective contractor and Coverage sections of the rules
to furnish a certification or an implementing Executive Order 12549. You
explanation shall disqualify such may contact the person to whom this contract
person from participation in this is submitted for assistance in obtaining a
transaction, copy of those regulations.
3) The certification in this clause is a 6) The prospective contractor agrees by
material representation of fact upon submitting this contract that, should the
which reliance was placed when the proposed covered transaction be entered
department or agency determined to into,it shall not knowingly enter into any lower
enter into this transaction. If it is later tier covered transaction with a person who is
determined that the prospective debarred, suspended, declared ineligible, or
contractor knowingly rendered an voluntarily excluded from participation in this
erroneous certification, in addition to covered transaction, unless authorized by
other remedies available to the Authority.
Federal Government, the 7) The prospective contractor further agrees by
department or agency may submitting this contract that it will include the
terminate this transaction for cause clause titled "Certification Regarding
of default. Debarment, Suspension, Ineligibility and
4) The prospective contractor shall Voluntary Exclusion -- Lower Tier Covered
provide immediate written notice to Transaction," provided by HHS, without
the department or agency to whom modification, in all lower tier covered
this contract is submitted if at any
time the prospective contractor
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transactions and in all solicitations for lower in connection with obtaining, attempting to
tier covered transactions.
8) A participant in a covered transaction may
rely upon a certification of a prospective
participant in a lower tier covered transaction
that it is not debarred, suspended, ineligible,
or voluntarily excluded from the covered
transaction, unless it knows that the
certification is erroneous. A participant may
decide the method and frequency by which it
determines the eligibility of its principals.
Each participant may, but is not required to,
check the Non-procurement List(of excluded
parties).
9) Nothing contained in the foregoing shall be
construed to require establishment of a
system of records in order to render in good
faith the certification required by this clause.
The knowledge and information of a
participant is not required to exceed that
which is normally possessed by a prudent
person in the ordinary course of business
dealings.
10) Except for transactions authorized under
paragraph 6 of these instructions, if a
participant in a covered transaction
knowingly enters into a lower tier covered
transaction with a person who is suspended,
debarred, ineligible, or voluntarily excluded
from participation in this transaction, in
addition to other remedies available to the
Federal Government, Authority may
terminate this transaction for cause or
default.
7. CERTIFICATION REGARDING
DEBARMENT, SUSPENSION, AND
OTHER RESPONSIBILITY MATTERS -
- PRIMARY COVERED
TRANSACTIONS
1) The prospective contractor certifies to the
best of its knowledge and belief,that it and its
principals:
a) Are not presently debarred, suspended,
proposed for debarment, declared
ineligible, or voluntarily excluded from
covered transactions by any Federal
department or agency;
b) Have not within a three-year period
preceding this contract been convicted of or
had a civil judgment rendered against them
for commission of fraud or a criminal offense
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