CONTRACT NO.

     

SAMPLE
CLIENT SERVICE CONTRACT
BETWEEN
STATE OF WASHINGTON
[enter agency name]
AND
[enter contractor name]

This Contract is made and entered into by and between the state of
Washington,      , hereinafter referred to as the "DEPARTMENT", and the
below named firm, hereinafter referred to as “CONTRACTOR.”

[enter contractor name]

[enter contractor address]
[enter city, state, zip for contractor]

[enter email address for contractor]

[enter contractor telephone no.]
[enter contractor fax no.]
UBI No.      

PURPOSE
The purpose of this contract is to: [provide detailed description of contract
purpose].

SCOPE OF WORK
A. Exhibit A, attached hereto and incorporated by reference, contains the
General Terms and Conditions governing work to be performed under this
contract, the nature of the working relationship between the AGENCY and
the CONTRACTOR, and specific obligations of both parties.

B. The CONTRACTOR will provide services and staff, and otherwise do all
things necessary for or incidental to the performance of work, as set forth
below:

Option 1: Identify all tasks, work elements and objectives of the contract,
and timetables by which major parts of the work are to be
completed. The scope of work may be included within the text of
the contract or attached as a separate exhibit as shown in Option
2 below.
 Option 2: As included in the DEPARTMENT'S Request for Proposals No.
     , attached as Exhibit B, and the CONTRACTOR'S proposal
dated      , attached as Exhibit C.

CONTRACT NO. _____ Page 2

C. The CONTRACTOR shall produce the following written reports or other
written documents (deliverables) by the dates indicated below:

[Insert table with deliverable due dates here]

All written reports required under this contract must be delivered to [insert
name of contract manager], the Contract Manager, in accordance with the
schedule above.

PERIOD OF PERFORMANCE
Subject to other contract provisions, the period of performance under this
contract will be from [enter start date] through [enter contract end date].

COMPENSATION/ PAYMENT
DEPARTMENT shall pay an amount not to exceed [write out the full dollar
amount] ($     ) for the performance of all things necessary for or incidental
to the performance of work as set forth in the Scope of Work. CONTRACTOR'S
compensation for services rendered shall be based on the following rates or in
accordance with the following terms:

[insert rates and/or terms of compensation]

NOTES:
1) List detail of compensation to be paid, e.g., hourly rates, number of
hours per task, unit prices, cost per task, cost per deliverable, etc. or
reference documents that specify CONTRACTOR's compensation and
payment, e.g., CONTRACTOR's compensation for services rendered shall
be based on the schedule set forth in Exhibit B, Fees and Expenses.
2) Identify federal and state dollar amounts when relevant reporting
requirements apply.

EXPENSES
NOTE: Expenses are optional. Do not include “Expenses” paragraph
below if expenses are not allowable. If allowable, include only expenses
that are appropriate for the contract.

CONTRACTOR shall receive reimbursement for travel and other expenses as

identified below or as authorized in advance by the DEPARTMENT as
reimbursable. The maximum amount to be paid to the CONTRACTOR for
authorized expenses shall not exceed $     , which amount is included in the
contract total above Paragraph A, "Amount of Compensation”.

Such expenses may include: airfare (economy or coach class only), other
transportation expenses, and lodging and subsistence necessary during
periods of required travel.

CONTRACTOR shall receive compensation for travel expenses at current state

travel reimbursement rates. To receive reimbursement, CONTRACTOR must

CONTRACT NO. _____ Page 3

provide a detailed breakdown of authorized expenses, identifying what was
expended and when.

CONTRACT NO. _____ Page 4

BILLING PROCEDURES
NOTE: Payment may be based upon satisfactory acceptance of each
deliverable, payment after completion of each major part of the
contract, payment at conclusion of the contract, etc.

DEPARTMENT will pay CONTRACTOR upon receipt of properly completed

invoices, which shall be submitted to the contract manager not more often
than monthly. The invoices shall describe and document, to the
DEPARTMENT'S satisfaction, the work performed, the progress of the project,
and fees.

NOTE: Add this language if expenses are allowed.

If expenses are invoiced, provide a detailed breakdown of each type. A receipt

must accompany any single expense exceeding $50.00 in order to receive
reimbursement.

Payment shall be considered timely if made by the DEPARTMENT within thirty

(30) days after receipt of properly completed invoices. Payment shall be sent
to the address designated by the CONTRACTOR.

The DEPARTMENT may, in its sole discretion, terminate the contract or

withhold payments claimed by the CONTRACTOR for services rendered if the
CONTRACTOR fails to satisfactorily comply with any term or condition of this
contract.

No payments in advance or in anticipation of services or supplies to be

provided under this contract shall be made by the DEPARTMENT.

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

DUPLICATION OF BILLED COSTS: The CONTRACTOR shall not bill the

DEPARTMENT for services performed under this contract, and the
DEPARTMENT shall not pay the CONTRACTOR, if the CONTRACTOR is entitled
to payment or has been or will be paid by any other source, including grants,
for that service.

DISALLOWED COSTS: The CONTRACTOR is responsible for any audit

exceptions or disallowed costs incurred by its own organization or that of its
subcontractors.

NOTE:
1. Optional Provision - The DEPARTMENT shall withhold ten percent (10%)
from each payment until acceptance by the DEPARTMENT of the final
report (or completion of the project, etc.)

CONTRACT NO. _____ Page 5

 2. Optional Provision - The CONTRACTOR warrants that the cost charged
for services under the terms of this contract are not in excess of those
charged any other client for the same services performed by the same
individuals.

CONTRACT NO. _____ Page 6

 CONTRACT MANAGEMENT
The Contract Manager for each of the parties shall be the contact person for all
communications and billings regarding the performance of this contract.

Contract Manager for Contract Manager for

CONTRACTOR is: DEPARTMENT is:
[enter contract manager's name] [enter contract manager's name]
[enter name of Contractor] [enter name of Department]
[enter Contractor address] [enter Department address]
[enter Contractor city, state, zip] [enter Department city, state, zip]

Phone: (     )       Fax: (     )       Phone: (     )       Fax: (     )      
E-mail address:       E-mail address:      

INSURANCE
NOTE: The insurance provisions may be waived or modified to fit the
specific needs of the DEPARTMENT and the CONTRACTOR. It is very
important to consult with Department staff familiar with insurance
requirements when deciding insurance language to be included in
contracts.

The CONTRACTOR shall provide insurance coverage as set out in this section.
The intent of the required insurance is to protect the state should there be any
claims, suits, actions, costs, damages or expenses arising from any negligent
or intentional act or omission of the CONTRACTOR or subcontractor or agents
of either, while performing under the terms of this contract.

The insurance required shall be issued by an insurance company(s) authorized

to do business within the state of Washington, and shall name the state of
Washington, its agents and employees, as additional insureds under the
insurance policy(s). All policies shall be primary to any other valid and
collectable insurance. CONTRACTOR shall instruct the insurers to give
DEPARTMENT 30-days advance notice of any insurance cancellation.

CONTRACTOR shall submit to DEPARTMENT within 15-days of the contract

effective date, a certificate of insurance, which outlines the coverage and
limits defined in the Insurance section. CONTRACTOR shall submit renewal
certificates as appropriate during the term of the contract.

The CONTRACTOR shall provide insurance coverage that shall be maintained in

full force and effect during the term of this contract, as follows:

Commercial General Liability Insurance Policy

CONTRACT NO. _____ Page 7

Provide a Commercial General Liability Insurance Policy, including contractual
liability, written on an occurrence basis, in adequate quantity to protect
against legal liability arising out of contract activity but no less than
$1,000,000 per occurrence. Additionally, the CONTRACTOR is responsible for
ensuring that any subcontractors provide adequate insurance coverage for the
activities arising out of subcontracts.
Automobile Liability
In the event that services delivered pursuant to this contract involve the use of
vehicles, owned or operated by the CONTRACTOR, automobile liability
insurance shall be required. The minimum limit for automobile liability is:
$1,000,000 per occurrence, using a Combined
Single Limit for bodily injury and property damage.

Professional Liability, Errors and Omissions Insurance

The CONTRACTOR shall maintain Professional Liability or Errors and Omissions
Insurance. The CONTRACTOR shall maintain minimum limits of no less than
$1,000,000 per occurrence to cover all program activities by the CONTRACTOR
and licensed staff employed or under contract to the CONTRACTOR. The state
of Washington, its agents and employees need not be named as additional
insureds under this policy.

The required insurance shall be issued by an insurance company(s) authorized

to do business within the state of Washington, and except for Professional
Liability or Errors and Omissions Insurance, shall name the state of
Washington, its agents and employees as additional insureds under the
insurance policy(s).

All policies shall be primary to any other valid and collectable insurance. The
CONTRACTOR shall instruct the insurers to give the DEPARTMENT 30-days
advance notice of any insurance cancellation.

ASSURANCES
DEPARTMENT and the CONTRACTOR agree that all activity pursuant to this
contract will be in accordance with all the applicable current federal, state and
local laws, rules, and regulations.

ORDER OF PRECEDENCE
Each of the exhibits listed below is by this reference hereby incorporated into
this contract. In the event of an inconsistency in this contract, the
inconsistency shall be resolved by giving precedence in the following order:
1. Applicable federal and state of Washington statutes and regulations.
2. Special Terms and Conditions as contained in this basic contract
instrument.
3. Exhibit A – General Terms and Conditions.
4. Exhibit B – Request for Proposals No.
5. Exhibit C – CONTRACTOR’S Proposal; and

CONTRACT NO. _____ Page 8

 6. Any other provision, term or material incorporated herein by reference
or otherwise incorporated.

ENTIRE AGREEMENT
This contract, including referenced exhibits, represents all the terms and
conditions agreed upon by the parties. No other understandings or
representations oral or otherwise, regarding the subject matter of this contract
shall be deemed to exist or to bind any of the parties hereto.

CONTRACT NO. _____ Page 9

CONFORMANCE
If any provision of this contract violates any statute or rule of law of the state
of Washington, it is considered modified to conform to that statute or rule of
law.

APPROVAL
This contract shall be subject to the written approval of the DEPARTMENT'S
authorized representative and shall not be binding until so approved. The
contract may be altered, amended or waived only by a written amendment
executed by both parties.

THIS CONTRACT, consisting of       pages and       attachments, is

executed by the persons signing below who warrant that they have the
authority to execute the contract.

[ENTER CONTACTOR NAME] [ENTER DEPARTMENT NAME]

Signature Signature

Title Date Title Date

APPROVED AS TO FORM:

Assistant Attorney General Date

NOTES: 1. The signature blocks on the contract must not appear on a

page by themselves. Some of the text of the contract
should be included at the top of the page.
2. Approval as to form is not required on every contract,
once the contract format has been approved by the
Attorney General's Office.

CONTRACT NO. _____ Page 10

 EXHIBIT A
GENERAL TERMS AND CONDITIONS

DEFINITIONS
As used throughout this contract, the following terms shall have the meanings
set forth below:
A. "CLIENT" shall mean an individual receiving services under this contract.
B. "COGNIZANT STATE AGENCY" shall mean the state agency from which the
sub-recipient receives federal financial assistance. If funds are received
from more than one state agency, the cognizant state agency shall be the
agency that contributes the largest portion of federal financial assistance to
the sub-recipient.
C. "CONTRACTOR" shall mean that agency, firm, provider organization,
individual or other entity performing services under this contract. It shall
include any subcontractor retained by the prime contractor as permitted
under the terms of this agreement.
D. “CONTRACTING OFFICER” shall mean that individual authorized to execute
this agreement on behalf of the Department.
E. "DEPARTMENT" shall mean the       of the state of Washington, any
division, section, office, unit or other entity of the DEPARTMENT or any of
the officers or other officials lawfully representing that DEPARTMENT.
F. “PERSONAL INFORMATION” means information identifiable to any person,
including, but not limited to, information that relates to a person’s name,
health, finances, education, business, use or receipt of governmental
services or other activities, addresses, telephone numbers, social security
numbers, driver license numbers, other identifying numbers, and any
financial identifiers.
G. "SUBCONTRACTOR" shall mean one not an employee of the contractor, who
is performing all or part of those services under this contract under a
separate contract with the contractor. The terms "subcontractor" and
"subcontractors" mean subcontractor(s) in any tier.
H. “SUBRECIPIENT” shall mean a non-federal entity that expends federal
awards received from a pass-through entity to carry out a federal program,
but does not include an individual that is a beneficiary of such a program. It
also excludes vendors that receive federal funds in exchange for goods
and/or services in the course of normal trade or commerce.
I. A "VENDOR" is an entity that agrees to provide the amount and kind of
services requested by the Department; provides services under the contract
only to those beneficiaries individually determined to be eligible by the
Department and, provides services on a fee-for-service or per-unit basis
with contractual penalties if the entity fails to meet program performance
standards.

Exhibit A – General Terms and Conditions Page 1 of 11

AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-
336, ALSO REFERRED TO AS THE "ADA" 28 CFR PART 35
The contractor must comply with the ADA, which provides comprehensive civil
rights protection to individuals with disabilities in the areas of employment,
public accommodations, state and local government services, and
telecommunications.

ASSIGNMENT
Neither this contract, nor any claim arising under this contract, shall be
transferred or assigned by the contractor without prior written consent of the
Department.

CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND

INELIGIBILITY
The contractor, by signature to this contract, certifies that the contractor is not
presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded by any federal department or agency from participating in
transactions (debarred). The contractor also agrees to include the above
requirements in any and all subcontracts into which it enters. The contractor
shall immediately notify the Department if, during the term of this contract,
contractor becomes debarred. The Department may immediately terminate
this contract by providing contractor written notice if contractor becomes
debarred during the term of this contract.

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

CHANGES AND MODIFICATIONS

The contracting officer may, at any time, by written notification to the
contractor, and without notice to any known guarantor or surety, make
changes within the general scope of the services to be performed under the
contract. If the contractor agrees to such changes, a written contract
amendment reflecting such change shall be executed by the parties.

An equitable adjustment in cost or period of performance or both may be made

if required by the change. Any claim for adjustment in price or period of
performance must be received within thirty (30) days of the contractor's
receipt of the change notice.

The contracting officer may, however, receive and act upon any such claim at
any time prior to final payment under the contract at his/her discretion.

Failure to agree to any adjustment made under this section shall be an issue
and may be reviewed as provided in the "Disputes" section of this agreement.

Exhibit A – General Terms and Conditions Page 2 of 11

Nothing in this section shall excuse the contractor from proceeding with the
contract as changed.

CONFLICT OF INTEREST
The Department may, in its sole discretion, by written notice to the contractor,
terminate this contract if it finds, after due notice and examination by the
contracting officer, that there is a violation of the Ethics in Public Service Act,
Chapter 42.52 RCW; or any similar statute involving the contractor in the
procurement of or performance under, this contract.

In the event this contract is terminated as provided above, the Department

shall be entitled to pursue the same remedies against the contractor as it could
pursue in the event of a breach of the contract by the contractor.

The rights and remedies of the Department provided for in this clause shall not
be exclusive and are in addition to any other rights and remedies provided by
law. The existence of facts upon which the contracting officer makes any
determination under this clause shall be an issue and may be reviewed as
provided in the "Disputes" clause of this contract.

COVENANT AGAINST CONTINGENT FEES

The contractor warrants that no person or selling agent has been employed or
retained to solicit or secure this contract upon an agreement or understanding
for a commission, percentage, brokerage or contingent fee, excepting bona
fide employees or bona fide established agent maintained by the contractor for
the purpose of securing business. The Department shall have the right, in the
event of breach of this clause by the contractor, to annul this contract without
liability or, in its discretion, to deduct from the contract price or consideration
or recover by other means the full amount of such commission, percentage,
brokerage or contingent fees.

DISPUTES
Option 1 - Dispute Resolution Board
Except as otherwise provided in this contract, when a dispute arises between
the parties and it cannot be resolved by direct negotiation, any party may
request a dispute resolution board (DRB). A request for a DRB must be in
writing, state the disputed issue(s), state the relative positions of the parties
and be sent to all parties. Parties must provide a response within [     ] days.

Once a party request a DRB, each party shall designate a representative. The
representatives shall mutually select a third member (or an additional member
for disputes involving more than two parties).

The DRB shall evaluate the facts, contract terms and applicable statutes and
rules and make a determination by majority vote. The decision (OPTION 1)
[is binding on all parties]

OR

Exhibit A – General Terms and Conditions Page 3 of 11

(OPTION 2) [shall/shall not be admissible in any succeeding judicial or
quasi-judicial proceeding concerning the Contract. Parties agree that
the DRB shall proceed with any action in a judicial or quasi-judicial
tribunal.] [

Nothing in this contract shall be construed to limit the parties’ choice of a

mutually acceptable ADR method in addition to the dispute resolution
procedure outlined above.

Option 2 - Dispute Hearing

Except as otherwise provided in this contract, when a dispute arises between
the parties and it cannot be resolved by direct negotiation, either party may
request a dispute hearing with the [Department/Director of Department or his
or her designee].
1. The request for a dispute hearing must:
• Be in writing.
• State the disputed issues.
• State the relative positions of the parties.
• State the contractor's name, address, and contract number.
• Be mailed to the agent and the other party’s (respondent’s) contract
manager within three working days after the parties agree that they
cannot resolve the dispute.
2. The respondent shall send a written answer to the requestor’s statement
to both the agent and the requestor within five working days.
3. The agent shall review the written statements and reply in writing to both
parties within ten working days. The agent may extend this period if
necessary by notifying the parties.
4. The decision [shall/shall not be] admissible in any succeeding judicial or
quasi-judicial proceeding.
5. The parties agree that this dispute process shall precede any action in a
judicial or quasi-judicial tribunal.

Option 3 - Mediation
Except as otherwise provided in this contract, when a dispute arises between
the parties and it cannot be resolved by direct negotiation, the parties agree to
participate in mediation in good faith. The mediator shall be chosen by
agreement of the parties. If the parties cannot agree on a mediator, the
parties shall use a mediation service that selects the mediator for the parties.
The parties agree that mediation shall precede any action in a judicial or quasi-
judicial tribunal.
Nothing in this contract shall be construed to limit the parties’ choice of a
mutually acceptable alternative resolution method such as a disputes hearing,
a dispute resolution board or arbitration.

DISALLOWED COSTS
The Contractor is responsible for any audit exceptions or disallowed costs
incurred by its own organization or that of its Subcontractors.

Exhibit A – General Terms and Conditions Page 4 of 11

GOVERNING LAW
This contract shall be construed and interpreted in accordance with the laws of
the state of Washington and the venue of any action brought hereunder shall
be in Superior Court for Thurston County.

NOTE: The County may change depending on the location of services.

INDEMNIFICATION
Option 1 - Intermediate Version
To the fullest extent permitted by law, contractor shall indemnify, defend and
hold harmless state, agencies of state and all officials, agents and employees
of state, from and against all claims for injuries or death arising out of or
resulting from the performance of the contract. Contractors’ obligations to
indemnify, defend, and hold harmless includes any claim by contractors’
agents, employees, representatives or any subcontractor or its employees.

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

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

Option 2 - Limited Version

To the fullest extent permitted by law, contractor shall indemnify, defend and
hold harmless the state, agencies of the state and all officials, agents and
employees of the state, from and against all claims for injuries or death arising
out of or resulting from the performance of the contract. Contractors’
obligations to indemnify, defend, and hold harmless includes any claim by
contractors’ agents, employees, representatives or any subcontractor or its
employees.

Contractor expressly agrees to indemnify, defend, and hold harmless the state
for any claim arising out of or incident to contractor's or any subcontractor's
performance or failure to perform the contract. Contractor shall be required to
indemnify, defend, and hold harmless the state, only to the extent claim is
caused in whole or in part by negligent acts or omissions of contractor.

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

Exhibit A – General Terms and Conditions Page 5 of 11

Option 3 - Mutual Version
Each party to this agreement shall be responsible for its own acts and/or
omissions and those of its officers, employees and agents. No party to this
agreement shall be responsible for the acts and/or omissions of entities or
individuals not a party to this agreement.

NOTE: The Office of Financial Management, Risk Management

Division, has been responsible for developing
recommendations on risk management. They generally
recommend using the intermediate language in most
contracts. The limited language is more often used in public
works contracts. However, it may also be used at a
contractor’s insistence, after the Department has evaluated its
risks and determined if a limited indemnification and hold
harmless clause is acceptable. The alternate indemnity clause
makes each party responsible for its own actions.

INDEPENDENT CAPACITY
The parties intend that an independent contractor relationship will be created
by this contract. The contractor and his or her employees or agents
performing under this contract are not employees or agents of the
Department. The contractor will not hold himself/herself out as nor claim to be
an officer or employee of the Department or of the state of Washington by
reason hereof, nor will the 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 the contractor.

INDUSTRIAL INSURANCE COVERAGE

The contractor shall comply with the provisions of Title 51 RCW, Industrial
Insurance. If the contractor fails to provide industrial insurance coverage or
fails to pay premiums or penalties on behalf of its employees as may be
required by law, the Department may collect from the contractor the full
amount payable to the Industrial Insurance accident fund. The Department
may:
• Deduct the amount owed by the contractor to the accident fund from the
amount payable to the contractor by department under this contract.
and
• Transmit the deducted amount to the Department of Labor and
Industries (L&I), Division of Insurance Services.

This provision does not waive any of L&I’s rights to collect from the contractor.

NOTE: In those instances where the contractor meets the definition of

"worker" under RCW 51.08.180 and 51.08.195, the Department
of Labor and Industries suggests the following alternative
language:

The Department acknowledges that the essence of the work specified in this
contract constitutes personal labor, thus making the contractor a covered
"worker" as defined in Title 51 RCW. The Department therefore agrees to

Exhibit A – General Terms and Conditions Page 6 of 11

provide industrial insurance coverage for the contractor during the course of
employment under this contract, as may be required under Title 51 RCW.

LICENSING AND ACCREDITATION STANDARDS

The contractor shall comply with all applicable local, state, and federal
licensing, accreditation and registration requirements/standards, necessary in
the performance of this contract.

LIMITATION OF AUTHORITY
Only the contracting officer or his/her delegate by writing (delegation to be
made prior to action) shall have the express, implied or apparent authority to
alter, amend, modify or waive any clause or condition of this contract.
Furthermore, any alteration, amendment, modification or waiver of any clause
or condition of this contract is not effective or binding unless made in writing
and signed by the contracting officer.

NONDISCRIMINATION
During the performance of this contract, the contractor shall comply with all
federal and state nondiscrimination laws, regulations and policies. In the event
of the contractor’s noncompliance or refusal to comply with any
nondiscrimination law, regulation or policy, this contract may be rescinded,
canceled or terminated in whole or in part, and the contractor may be declared
ineligible for further contracts with the Department. The contractor shall,
however, be given a reasonable time in which to cure this noncompliance. Any
dispute may be resolved in accordance with the “Disputes” procedure set forth
herein.

OVERPAYMENTS AND ASSERTION OF LIEN

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

PRIVACY
Personal information collected, used or acquired in connection with this
contract shall be used solely for the purposes of this contract. Contractor and
its subcontractors agree not to release, divulge, publish, transfer, sell or
otherwise make known to unauthorized persons personal information without
the express written consent of the Department or as provided by law.

Contractor agrees to implement physical, electronic and managerial

safeguards to prevent unauthorized access to personal information.

Exhibit A – General Terms and Conditions Page 7 of 11

The Department reserves the rights to monitor, audit or investigate the use of
personal information collected, used or acquired by the contractor through this
contract. The monitoring, auditing or investigating may include but is not
limited to “salting” by the Department.

Contractor shall certify the return or destruction of all personal information

upon expiration of this contract. Salting is the act of placing a record
containing unique but false information in a database that can be used later to
identify inappropriate disclosure of data contained in the database.

Any breach of this provision may result in termination of the contract and the
demand for return of all personal information. The contractor agrees to
indemnify and hold harmless the Department for any damages related to the
contractor’s unauthorized use of personal information.

For the purposes of this provision, personal information includes but is not
limited to information identifiable to an individual that relates to a natural
person’s health, finances, education, business, use or receipt of governmental
services or other activities, names, addresses, telephone numbers, social
security numbers, driver license numbers, financial profiles, credit card
numbers, financial identifiers and other identifying numbers.

RECORDS, DOCUMENTS, AND REPORTS

The contractor shall maintain all books, records, documents, data and other
evidence relating to this contract and performance of the services described
herein, including but not limited to accounting procedures and practices, which
sufficiently and properly reflect all direct and indirect costs of any nature
expended in the performance of this contract.

Contractor shall retain such records for a period of six years following the date of
final payment. At no additional cost, these records, including materials
generated under the contract, shall be subject at all reasonable times to
inspection, review or audit by the Department, personnel duly authorized by the
Department, the Office of the State Auditor, and federal and state officials so
authorized by law, regulation or agreement.

If any litigation, claim or audit is started before the expiration of the six (6) year
period, the records shall be retained until all litigation, claims or audit findings
involving the records have been resolved.

REGISTRATION WITH DEPARTMENT OF REVENUE

The contractor shall complete registration with the Department of Revenue,
General Administration Building, Olympia WA 98504, and be responsible for
payment of all taxes due on payments made under this contract.

RIGHT OF INSPECTION
The contractor shall provide right of access to its facilities to the Department or
any of its officers at all reasonable times, in order to monitor and evaluate
performance, compliance, and/or quality assurance under this contract on
behalf of the Department.

Exhibit A – General Terms and Conditions Page 8 of 11

All inspections and evaluations shall be performed in such a manner that will
not unduly interfere with the contractor’s business or work hereunder.

Exhibit A – General Terms and Conditions Page 9 of 11

RIGHTS IN DATA
Unless otherwise provided, data that originates from this contract shall be
"works for hire" as defined by the U.S. Copyright Act of 1976 and shall be
owned by the Department. Data shall include, but not be limited to, reports,
documents, pamphlets, advertisements, books, magazines, surveys, studies,
computer programs, films, tapes, and/or sound reproductions. Ownership
includes the right to copyright, patent, register and the ability to transfer these
rights.

Data that is delivered under the contract, but that does not originate there
from, shall be transferred to the Department with a nonexclusive, royalty-free,
irrevocable license to publish, translate, reproduce, deliver, perform, dispose
of, and to authorize others to do so; provided that such license shall be limited
to the extent that the contractor has a right to grant such a license.

The contractor shall exert all reasonable effort to advise the Department, at
the time of delivery of data furnished under this agreement, of all known or
potential invasions of privacy contained therein and of any portion of such
document, which was not produced in the performance of this agreement.

The Department shall receive prompt written notice of each notice or claim of
copyright infringement received by the contractor with respect to any data
delivered under this agreement. The Department shall have the right to
modify or remove any restrictive markings placed upon the data by the
contractor.

SAFEGUARDING OF INFORMATION
The contractor shall not use or disclose any:
• Personal Information gained by reason of this contract, or
• Information that may be classified as confidential for any purpose not
directly connected with the administration of this contract except (1)
with prior written consent of the Department or (2) as may be required
by law. The contractor shall safeguard such information and shall return
or certify destruction of the information upon contract expiration or
termination.

SAVINGS
In the event funding from state, federal or other sources is withdrawn, reduced
or limited in any way after the effective date of this contract and prior to
normal completion, the Department may terminate the contract under the
"Termination for Convenience" clause, without advance notice, subject to
renegotiation at the Department’s discretion under those new funding
limitations and conditions.

SEVERABILITY
If any provision of this contract or any provision of any document incorporated
by reference shall be held invalid, such invalidity shall not affect the other

Exhibit A – General Terms and Conditions Page 10 of 11

provisions of this contract that can be given effect without the invalid
provision, if such remainder conforms to the requirements of applicable law
and the fundamental purpose of this contract, and to this end the provisions of
this contract are declared to be severable.

Exhibit A – General Terms and Conditions Page 11 of 11

SINGLE AUDIT ACT REQUIREMENTS
If the contractor is a subrecipient of federal awards as defined by Office of
Management and Budget (OMB) Circular A-133, the contractor shall maintain
records that identify all federal funds received and expended. Such funds shall
be identified by the appropriate OMB Catalog of Federal Domestic Assistance
Numbers.

The contractor shall make the contractor’s records available for review or audit
by officials of the federal awarding agency, the General Accounting Office, the
Department, and the Washington State Auditor’s Office. The contractor shall
incorporate OMB Circular A-133 audit requirements into all contracts between
the contractor and its subcontractors who are subrecipients. The contractor
shall comply with any future amendments to OMB Circular A-133 and any
successor or replacement Circular or regulation.

If the contractor expends $500,000 or more in federal awards from any and/or
all sources in any fiscal year ending after December 31, 2003, the contractor
shall procure and pay for a single or program-specific audit for that year.

Upon completion of each audit, the contractor shall submit to the contracting
officer named in this contract the data collection form and reporting package
specified in OMB Circular A-133, reports required by the program-specific audit
guide (if applicable).

NOTE: The single audit requirements above do not apply to

"vendors" (as defined in this contract) who provide goods or
services.

SUBCONTRACTING
Neither the contractor nor any Subcontractor shall enter into subcontracts for
any of the work contemplated under this contract without obtaining prior
written approval of the Department.

In no event shall the existence of the subcontract operate to release or reduce

the liability of the contractor to the Department for any breach in the
performance of the contractor’s duties.

This clause does not include contracts of employment between the contractor
and personnel assigned to work under this contract.

TERMINATION FOR CONVENIENCE

Except as otherwise provided in this contract, the contracting officer may, by
ten (10) days written notice, beginning on the second day after the mailing,
terminate this contract in whole or in part. If this contract is so terminated, the
Department shall be liable only for payment required under the terms of this
contract for services rendered or goods delivered prior to the effective date of
termination.

TERMINATION FOR DEFAULT

Exhibit A – General Terms and Conditions Page 12 of 11

The contracting officer may terminate this contract for default, in whole or in
part, by written notice to the contractor if the Department has a reasonable
basis to believe that the contractor has:
• Failed to meet or maintain any requirement for contracting with the
Department.
• Failed to ensure the health or safety of any client for whom services are
being provided under this contract.
• Failed to perform under or otherwise breached, any term or condition of
this contract. and/or
• Violated any applicable law or regulation.

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

TERMINATION PROCEDURE
Upon termination of this contract the Department, in addition to any other
rights provided in this contract, may require the contractor to deliver to the
Department any property specifically produced or acquired for the
performance of such part of this agreement as has been terminated. The
provisions of the "Treatment of Assets" clause shall apply in such property
transfer.

The Department shall pay to the contractor the agreed upon price, if
separately stated, for completed work and services accepted by the
Department and the amount agreed upon by the contractor and the
contracting officer for:
• Completed work and services for which no separate price is stated.
• Partially completed work and services.
• Other property or services that are accepted by the Department.
• The protection and preservation of the property, unless the termination
is for default, in which case the contracting officer shall determine the
extent of the liability of the Department. Failure to agree with such
determination shall be a dispute within the meaning of the "Disputes"
clause of this agreement.

The Department may withhold from any amounts due the contractor for such
completed work or services such sum as the contracting officer determines to
be necessary to protect the Department against potential loss or liability.

The rights and remedies of the Department provided in this section shall not be
exclusive and are in addition to any other rights and remedies provided by law
or under this agreement.

After receipt of a notice of termination, and except as otherwise directed by

the contracting officer, the contractor shall:

Exhibit A – General Terms and Conditions Page 13 of 11

1. Stop work under the agreement on the date and to the extent specified in
the notice.
2. Place no further orders or subcontracts for materials, services or facilities
except as necessary to complete such portion of the work not terminated.
3. Assign to the Department, in the manner, at the times, and to the extent
directed by the contracting officer, all of the rights, titles, and interest of the
contractor under the orders and subcontracts in which case the Department
has the right, at its discretion, to settle or pay any or all claims arising out
of the termination of such orders and subcontracts.
4. Settle all outstanding liabilities and all claims arising out of such termination
of orders and subcontracts, with the approval or ratification of the
contracting officer to the extent he/she may require, which approval or
ratification shall be final for all the purposes of this clause.
5. Transfer title to the Department and deliver, in the manner, at the times
and to the extent as directed by the contracting officer, any property which,
if the contract had been completed, would have been required to be
furnished to the Department.
6. Complete performance of such part of the work not terminated by the
contracting officer.
7. Take such action as may be necessary or as the contracting officer may
direct, for the protection and preservation of the property related to this
agreement that is in the possession of the contractor and in which the
Department has or may acquire an interest.

TREATMENT OF ASSETS
1. Title to all property financed or furnished by the Department shall remain in
the Department. Title to all property purchased by the contractor, for which
the contractor is entitled to be reimbursed as a direct item of cost under
this contract, shall pass to and vest in the Department upon delivery of
such property to the contractor.
Title to other property, the cost of which is reimbursable to the contractor
under the contract, shall pass to and vest in the Department upon:
• Issuance for use of such property in the performance of this contract or
• Commencement of use of such property in the performance of this
contract, or
• Reimbursement of the cost thereof by the Department in whole or in
part, whichever first occurs.
2. Any property of the Department furnished to the contractor shall, unless
otherwise provided herein or approved by the Department, be used only for
the performance of this contract.
3. The contractor shall be responsible for any loss or damage to property of
the Department that results from the negligence of the contractor or that
results from the failure on the part of the contractor to maintain and
administer that property in accordance with sound management practices.

Exhibit A – General Terms and Conditions Page 14 of 11

4. If any department property is lost, destroyed or damaged, the contractor
shall notify the Department and shall take all reasonable steps to protect
the property from further damage.
5. The contractor shall surrender to the Department all property of the
Department prior to settlement upon completion, termination or
cancellation of this agreement.
6. All reference to the contractor under this clause shall include contractor’s
employees, agents or subcontractors.

WAIVER OF DEFAULT
Waiver of any default or breach shall not be deemed to be a waiver of any
subsequent default or breach. Waiver shall not be construed to be a
modification of the terms of the contract unless stated to be such in writing,
signed by the contracting officer of the Department.

Exhibit A – General Terms and Conditions Page 15 of 11

 BUSINESS ASSOCIATE ADDENDUM

This Addendum is entered into by and between [insert the name of your
agency] and [insert the name of the entity you are contracting with], and is
effective [insert start date]. This Addendum is incorporated by reference into
the following Agreement (s) that are in effect between the parties. [LIST
AGREEMENT(S) THE ADDENDUM APPLIES TO].
1. Purpose. The purpose of the Addendum is to ensure that the parties are
in compliance with Washington State laws and regulations and federal
laws and regulations (hereinafter collectively referred to as “state and
federal law”). In the event of a conflict between any of the Agreement(s)
to which this Addendum applies, the language and intent of this
Addendum controls the interpretation between the parties.
2. Identity of the Parties. [Insert Agency Name] is a covered entity for
purposes of this Addendum, as defined at 45 CFR Section 160.103.
[Insert Name] is a business associate for purposes of this Addendum, as
defined at 45 CFR Section 160.103. Covered Entity and Business
Associate agree to comply with this Addendum, state and federal law.
3. Scope of the Business Associate Relationship. The parties have a
business associate relationship because the Business Associate performs
or assists in the performance of an activity on behalf of the covered
entity that involves the use or disclosure of protected health information
(PHI).
PHI is defined at 45 CFR 164.501, and means individually identifiable health
information that is transmitted by electronic media, maintained in any medium
constituting electronic media or transmitted or maintained in any other form or
medium. Protected health information does not include education records
covered by the Family Educational Right and Privacy Act, as amended, 20
USCA 1232g(a)(4)(B)(iv).
Individually identifiable health information is defined at 45 CFR 160.103.
Individually identifiable health information includes demographic information
collected from an individual, and is information created or received by a health
care provider, health plan, employer or health care clearinghouse related to
the past, present or future physical or mental health or condition of an
individual that identifies the individual or regarding which information there is
a reasonable basis to believe that the information can be used to identify the
individual.

The activity(ies) the Business Associate is performing or assisting in the

performance consists of the following: (CHECK ALL THAT APPLY)

 Claims Processing or  Practice Management  Management Services

Administration
 Repricing  Administrative
 Data Analysis, Processing Services
or Administration  Legal Services
 Utilization Review  Actuarial Services  Accreditation

 Quality Assurance  Accounting Services  Financial Services

 Billing  Consulting Services

 Benefit Management  Data Aggregation

 Other: [identify specific activity or activities].

Business Associate Addendum Page 2 of 5

All activities, which the Business Associate actually performs in relation to this
agreement, must be conducted in compliance with the Health Information
Portability and Accountability Act (HIPAA), as codified at 42 USCA 1320d-d8,
and regulations enacted pursuant to its provisions, even in the event that one
of the above-listed activities has not been checked.

4. Permitted and Required Uses or Disclosures of Protected Health

Information. The Business Associate is limited to the following
permitted and required uses or disclosures of the protected health
information with which it comes into contact:
a) Electronic transmission. If PHI is transmitted between the
Business Associate and the Covered Entity or between the Business
Associate and other entities, the Business Associate shall implement
all appropriate safeguards to prevent the use or disclosure of PHI in
violation of state and federal law, including any regulations governing
security of electronic data and electronic data interchange.
b) Use or Disclosure of Protected Health Information. The
Business Associate’s permitted use or disclosure of PHI shall not be
greater than the rights of the Covered Entity to use or disclose such
information. If the Covered Entity has agreed to specific restrictions
on the use and disclosure of an individual’s PHI, has agreed to amend
an individual’s record or has received a revocation of the authorization
for use or disclosure, the Business Associate shall comply with such
restriction, amendment or revocation upon request of the Covered
Entity.

For purposes of this Agreement, the term “use” includes the sharing,
employment, application, utilization, examination, analysis, canonization
or commingling of protected health information with other information.

“Disclosure” means the release, transfer, provision of access to or

divulging in any other manner information outside the entity holding the
information.

Business Associate shall not use or disclose the PHI received from or
created for, the Covered Entity in any manner that would constitute a
violation of state or federal law. The Business Associate may only use or
disclose PHI for the purpose of accomplishing services to or on behalf of,
the Covered Entity. Notwithstanding the foregoing, Business Associate
may use PHI for the proper management and administration of Business
Associate and to carry out its legal responsibilities.

5. Report of Unauthorized Use or Disclosures of Protected Health

Information. The Business Associate shall report in writing all
unauthorized uses or disclosures of PHI to the Covered Entity within five
(5) working days of becoming aware of the unauthorized use or disclosure
of such information by the Business Associate, its officers, directors,
employees, contractors, agents or by a third party. Business Associate

Business Associate Addendum Page 3 of 5

 further agrees to mitigate, to the extent practicable, any harmful effect
that is foreseeable to the Business Associate of a known use or disclosure
of Protected Health Information by Business Associate in violation of this
Agreement.

Business Associate Addendum Page 4 of 5

6. Contact Persons for Notice or Other Communications. For
purposes of notice or other communication, the parties designate the
following individuals, to be contacted at the listed address and/or
telephone number:

COVERED ENTITY: BUSINESS ASSOCIATE:

7. Third Party Agreements. Business Associate shall enter into a written

agreement with any third party, who will have access to PHI that is
received or created on behalf of the Covered Entity.
The agreement shall require the third party to comply with the same
restrictions, terms and conditions applicable to the Business Associate
pursuant to the requirements of this Addendum.

Business Associate shall require such third parties to provide immediate

notice of any breach or unauthorized use or disclosure of protected
health information to Business Associate, and shall take immediate steps
to cure such breach. If the breach cannot be cured, Business Associate
shall immediately terminate the agreement or subcontract with the third
party.

8. Accounting of Disclosures. Business Associate shall respond to

Covered Entity’s request for an accounting of disclosures of protected
health information, as required by 45 CFR 164.504 and 164.528, within
ten working days of receiving such request from Covered Entity.
Business Associate shall provide to the Covered Entity the following
information:
 Date of disclosure;
 Name of the entity or person who received the PHI, and if known, the
address of the person or entity;
 Brief description of PHI disclosed; and
 Brief statement of the purpose of such disclosure.

Business Associate shall not deny individual’s request for an accounting

of the individual’s PHI. Response to any requests for accounting will be
the responsibility of Covered Entity.

9. Consent to Audit. Business Associate shall make its records, books,

documents, electronic data and all other business information available
to the Secretary of the U. S. Department of Health and Human Services,
the Office of the Inspector General, the Office of Civil Rights or to Covered
Entity for review to confirm compliance with this Agreement and with
federal and state law. If the Business Associate fails to comply with this
provision, the Covered Entity, in its sole discretion, may immediately

Business Associate Addendum Page 5 of 5

 terminate this Agreement. Termination of this Agreement does not
relieve Business Associate of the obligation to provide access to its
records and other information as requested pursuant to federal law, to
the same extent Covered Entity is required to make such records and
information available.

10. Immediate Termination. Covered Entity may immediately

terminate the Agreement to which this Addendum applies, without
liability, if it determines that Business Associate has violated a provision
of the Agreement and that the breach may not successfully be cured or
otherwise remedied or if Business Associate or any of its employees,
officers or directors is excluded, barred or otherwise prevented from
participating in any government health care program, including but not
limited to Medicare, Medicaid, CHAMPUS or Tricare or if Business
Associate or any of its employees, officers or directors are named as a
defendant or convicted in a criminal proceeding for violation of state or
federal privacy and/or confidentiality laws. Notice of termination shall be
in writing to the Contact person identified in paragraph 6 of this
Addendum.

11. Access to Information. Within five (5) working days of a request by a

Covered Entity for access to PHI about an individual contained in a
Designated Record Set (as defined in 45 CFR 164.501), Business
Associate shall make available to Covered Entity such PHI, in accordance
with 45 CFR 164.504 and 164.524, for so long as the information is
maintained in the Designated Record Set.

If any individual requests access to PHI directly from Business Associate,

Business Associate shall within two (2) working days forward such
request to the Covered Entity. Business Associate shall not deny
individual’s request for access to the individual’s PHI. Any denials of
access to PHI requested will be the responsibility of Covered Entity.

12. Availability of PHI for Amendment. Within ten (10) working days of a
request from Covered Entity for the amendment of an individual’s PHI or
a record regarding an individual contained in a Designated Record Set
(for so long as the PHI is maintained in the Designated Record Set),
Business Associate shall provide such information to Covered Entity for
amendment and incorporate any such amendments in the PHI as directed
by the Covered Entity. Business Associate shall refer any individual’s
request for amendment to the Covered Entity. The Covered Entity is
responsible for responding to the individual’s request.
13. Return or Destruction of Information. At the termination of the
Agreement, Business Associate shall return or destroy all PHI received
from or created or received on behalf of Covered Entity that Business
Associate still maintains in any form and retain no copies of PHI. If
Business Associate determines that return or destruction is not feasible,
Business Associate shall notify Covered Entity in writing of the reasons
why return or destruction is not feasible. If destruction or return is not
feasible, Business Associate shall not use or disclose PHI in any manner

Business Associate Addendum Page 6 of 5

 other than those permitted or required by state and federal laws or for
the purposes described herein.
14. Ongoing Duty to Protect Information. Business Associate shall
continue to protect individually identifiable health information from
unauthorized disclosure in accordance with the terms and conditions of
this Addendum and the requirements of state and federal law, for as long
as the information is within its possession and control, even after the
termination of this Agreement.
15. Satisfactory Assurance of Compliance with this Addendum. The
relationship between Covered Entity and Business Associate is required
by 45 CFR 164.502(e) to include satisfactory assurance that Business
Associate will appropriately safeguard protected health information in
conformance with HIPAA. Business Associate shall maintain or implement
policies and procedures to ensure maintenance of the PHI consistent with
the requirements of state and federal law.

If Covered Entity determines that it does not have satisfactory assurance of

Business Associate’s intent and agreement to comply with the terms and
conditions of this Addendum, Covered Entity may immediately terminate its
Agreement with Business Associate by providing written notice of the same.

The persons signing below, who warrant that they have the authority to
execute the contract, execute THIS ADDENDUM, consisting of       pages.

[CONTRACTOR'S NAME] [DEPARTMENT NAME]

Signature Signature

Title Dat Title Date

e

APPROVED AS TO FORM:

Assistant Attorney General Date

Business Associate Addendum Page 7 of 5