CONTRACT

NO. _____

__________________

By and Between

STATE OF WASHINGTONDEPARTMENT OF ENTERPRISE SERVICES EMPLOYEE ASSISTANCE PROGRAM

and

____________________

Dated _____________________, 2018

CONTRACT

NO. _______

_______________

This Contract (“Contract”) is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency (“Enterprise Services ”) and ____________________, a ________________ (“Contractor”) and is effective as of the last signature date set forth below.

R E C I T A L S

A. Employee Assistance Program (“EAP”) is an employee assistance program located within Enterprise Services that helps eligible state employees and certain other governmental entities’ employees and their family members (“Clients”) with personal or work-related problems that may be impacting their work performance.

B. Enterprise Services, as part of a competitive governmental procurement, issued Request for Qualifications (RFQ) No.16-0087 CPRM soliciting proposals for Contracted EAP Providers.

C. Enterprise Services evaluated responses to the RFQ and identified Contractor as one of the apparent successful bidders. Contractor will be included in a network of qualified behavioral health providers that may provide EAP services including assessment, debriefings, trainings, and/or tabling.

D. Enterprise Services has determined that entering into this Contract will meet the identified needs and be in the best interest of the State of Washington.

A G R E E M E N T

NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows:

1. TERM. The term of this Contract is one (1) year, commencing on the last signature date set forth below. The Contract shall be automatically renewed for successive one (1) year terms.

2. SCOPE – INCLUDED SERVICES AND PRICE. This Contract sets forth the terms and conditions under which Contactor agrees to provide behavioral health professional services as set forth in Exhibit A – Included Services and Payment Schedules (referred to herein as “Services”). Subject to mutual agreement between the parties, Enterprise Services reserves the right to modify Services included in this Contract; Provided, however, that any such modification must be within the scope of this Contract.

3. CONTRACTOR  REPRESENTATIONS  AND  WARRANTIES. Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any service is requested pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

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3.1. QUALIFIED TO DO BUSINESS. Contractor represents and warrants that it is in good standing and qualified to do business in the State of Washington, that it possesses and shall keep current all required licenses and/or approvals, and that it is current, in full compliance, and has paid all applicable taxes owed to the State of Washington.

3.2. BUSINESS ASSOCIATES AGREEMENT. Contractor represents and warrants that it has a Business Associate Agreement (BAA) with the State of Washington, a copy of which is attached as Exhibit C – Business Associates Agreement.

3.3. SUSPENSION & DEBARMENT. Contractor represents and warrants that neither it nor its principals or affiliates presently are debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any governmental contract by any governmental department or agency within the United States.

3.4. STANDARD OF PERFORMANCE. Contractor represents and warrants that:

(a) The Services will conform in all material respects to the standards and requirements set forth in this Contract and all exhibits.

(b) The Services will conform to the most current version of forms and requirements set forth EAP Network of Contracted Providers Guidelines. It is the responsibility of the Contractor to check the web site on an ongoing basis for the most current version of clinical forms, as the forms will be updated periodically.

(c) Contractor is in the business of providing the Services and it has the expertise to perform the Services in a competent and professional manner and in accordance with the highest professional standards, generally accepted professional practices, and in a manner consistent with the level of care and skill ordinarily exercised by members of Contractor’s profession currently practicing under similar conditions.

(d) There is no pending ethics complaints against the Contractor filed with Contractor’s professional licensing authority.

3.5. WAGE VIOLATIONS. Contractor represents and warrants that, during the term of this Contract and the three (3) year period immediately preceding the award of the Contract, it is not determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW chapters 49.46, 49.48, or 49.52.

3.6. PROCUREMENT ETHICS & PROHIBITION ON GIFTS. Contractor represents and warrants that it complies fully with all applicable procurement ethics restrictions including, but not limited to, restrictions against Contractor providing gifts or anything of economic value, directly or indirectly, to Enterprise Services ’ employees.

3.7. WASHINGTON’S ELECTRONIC BUSINESS SOLUTION (WEBS). Contractor represents and warrants that it is registered in Washington’s Electronic Business Solution (WEBS), Washington’s contract registration system and that, all of its information therein is current and accurate and that throughout the term of this Contract, Contractor shall maintain an accurate profile in WEBS.

3.8. STATEWIDE PAYEE ENTERPRISE SERVICE. Contractor represents and warrants that it is registered with the Statewide Payee desk, which registration is a condition to payment.

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3.9. CONTRACT ADVERTISING. Contractor represents and warrants that it shall make no reference to Enterprise Services or the State of Washington in any promotional material without the prior written consent of Enterprise Services.

4. INVOICING & PAYMENT. 4.1. CONTRACTOR INVOICE. Upon completion of Services, Contractor shall submit an invoice to

Enterprise Services for Services performed under this Contract. Contractor must not directly bill Client for Services provided pursuant to this Contract. Enterprise Services shall not pay for Services that are not preauthorized by Enterprise Services through the referral process. All payments to Contractor are conditional upon Contractor’s submission of a properly executed and supported invoice as set forth in EAP Network of Contracted Providers Guidelines. Enterprise Services shall pay Contractor for completed and approved work within thirty (30) days of receipt of a properly executed and supported invoice. However, invoices for all work done within a fiscal year (July 1st through June 30th) must be submitted within twenty (20) days after the end of the fiscal year or July 20th.

4.2. OVERPAYMENTS. Contractor promptly shall refund to Enterprise Services the full amount of any erroneous payment or overpayment. Such refunds shall occur within thirty (30) days of written notice to Contractor; Provided, however, that Enterprise Services shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely payment(s) or issuance of such credit memos, Enterprise Services may impose a one percent (1%) per month on the amount overdue thirty (30) days after notice to the Contractor.

4.3. NO ADVANCE PAYMENT. No advance payments shall be made for any products or services furnished by Contractor pursuant to this Contract.

4.4. NO ADDITIONAL CHARGES. Unless otherwise specified herein, Contractor shall not include or impose any additional charges including, but not limited to, payment processing.

4.5. TAXES/FEES. Contractor promptly shall pay all applicable taxes on its operations and activities pertaining to this Contract. Failure to do so shall constitute breach of this Contract. Unless otherwise agreed, Enterprise Services shall pay applicable sales tax imposed by the State of Washington on Services. Contractor, however, shall not make any charge for federal excise taxes and Enterprise Services agrees to furnish Contractor with an exemption certificate where appropriate.

5. CONTRACT MANAGEMENT.

5.1. CONTRACT ADMINISTRATION & NOTICES. Except for legal notices, the parties hereby designate the following contract administrators as the respective single points of contact for purposes of this Contract. Enterprise Services’ contract administrator shall provide Contract oversight. Contractor’s contract administrator shall be Contractor’s principal contact for business activities under this Contract. The parties may change contractor administrators by written notice as set forth below.

Any notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing:

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Enterprise Services  ContractorAttn: EAP Contract ManagerWashington Dept. of Enterprise Services PO Box 47540Olympia, WA 98504-7540Tel: (360) 407-9490Email: eap-providers@des.wa.gov

Attn: ___________________________________________________________________________________________________________________Tel: (xxx) xxx-xxxxFax:Email: _______________

Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon transmission to the designated email address of said addressee.

6. QUALITY ASSURANCE.

6.1. MANDATED REPORTING AND PERMITTED DISCLOSURES. Contractor should initiate and issue any report it is required to make by federal and/or state law, including but not limited to reporting child or elder abuse and neglect. Contractor may refer to WAC 246-810-040. Contractor is expected to exercise professional judgment in determining whether to make any disclosures it is permitted or required to make under federal and/or state law. Contractor must notify Enterprise Services Contract Manager of any such report or disclosure involving a client within one (1) business day.

6.2. DUAL RELATIONSHIP. Contractor acknowledges that EAP serves a dual role to both employers and clients who are their employees. Contractor shall not, during the course of providing Services to a Client:

(a) Comment, advise, or give information about legal actions against the Client's employer.

(b) Directly communicate with the employer.(c) Provide the employer with information regarding the Client's issues or concerns or

referrals made as part of the assessment. (d) Perform psychological evaluations of a Client for any purpose, including court-

ordered evaluations, or make recommendations regarding Client medical leave or fitness for duty

6.3. CLIENT CONFIDENTIALITY. Contractor shall maintain the confidentiality of all client information in accordance with Contract provisions and any applicable federal and state statutes and regulations, including but not limited to Public Laws 91-616 and 92-255, the Drug Abuse Office and Treatment Act of 1972, 21 U.S.C. 1175; the Comprehensive Alcohol Abuse and Alcoholism Treatment and Rehabilitation Act of 1970, 42 U.S.C. 4582; the Privacy Act of 1974, Pub. L. 93-579, 5 U.S.C. 552a; 45 C.F.R. Parts 160 and 164 (HIPAA Privacy and Security Rules), 42 C.F.R., Part 2, and in accordance with the protocol set forth with Enterprise Services. In the event Contractor receives a release, subpoena, court order, or other request or legal demand for disclosure of the Enterprise Services client record, whether written or oral, Contractor is required to complete documentation prior to releasing the record. Contractor shall notify Enterprise Services within one (1) business day of the receipt of any release, subpoenas, court orders, or other request or legal demand and prior to the disclosure of any record.

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6.4. RECORDS RETENTION. Contractor shall maintain books, Client records, documents, and other evidence pertaining to this Contract to the extent and in such detail as shall adequately reflect performance of Services and administration of payments. Contractor shall individually sign, date, and include its credentials on all forms and records contained in the Client record. Contractor shall keep a record of all client visits that include the time and date of the visit. Contractor shall retain such records for a period of eight (8) years following expiration or termination of this Contract or final payment for Services under this Contract, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved. Contractor acknowledges that all records that Contractor creates and maintains in connection with providing Services to a Client under this Contract, including all forms and case notes that Contractor completes or takes (“Client Record”), whether comprised of originals or copies, is the property of Enterprise Services.

6.5. AUDIT. Enterprise Services reserves the right to audit, or have a designated third party audit, applicable records to ensure Contractor’ compliance with this Contract, Enterprise Services’ administrative requirements and quality assurance programs. Accordingly, Contractor shall permit Enterprise Services, and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor’s books, documents, papers and records directly pertinent to this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of eight (8) years following expiration or termination of this Contract or final payment for any Services under this Contract, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved.

6.6. QUALITY ASSURANCE PROGRAMS. Contractor shall cooperate with Enterprise Services’ quality assurance programs. Enterprise Services quality assurance programs include, but are not limited to, case review, accessibility tracking, client satisfaction surveys, and practice pattern reporting/provider profiling data. Additionally, Contractor shall cooperate and comply with Enterprise Services grievance procedures, including any appeal procedures.

6.7. AUTHORIZED PROVIDERS. Enterprise Services referred Services shall only be provided by the Contractor. If the Client requires referral to another provider, Contractor must contact Enterprise Services for authorization or for re-referral.

(a) If a member of a clinic or group practice, Contractor shall not allow any member of its clinic or group practice who has not been contracted by Enterprise Services to provide services to a Client.

(b) If the Contractor is a clinic or group practice, Enterprise Services referred Clients shall only be assigned to the pre-qualified behavioral professionals that were approved through the application evaluation and selection process that resulted in this Contract and are so named in this agreement.

(c) Contractor shall not be paid and shall not bill anyone else, including Client, for any services provided by non- Enterprise Services Contracted Providers.

6.8. CLIENT CONFLICT. If Contractor becomes aware of a conflict of interest between two or more Clients for whom it is providing Services, they shall maintain confidentiality of all information received from or regarding such Clients and shall, to the extent necessary, refer one or more of the Clients to Enterprise Services for referral to another Enterprise Services Contractor.

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6.9. RELEASE OF INFORMATION TO ENTERPRISE SERVICES. The Contractor shall make available information necessary for Enterprise Services to comply with the Client's right to access, amend, and receive an accounting of disclosures of their personal information according to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or any regulations enacted or revised pursuant to the HIPAA provisions and applicable provisions of Washington, Oregon, or Idaho State law. The Contractor’s internal policies and procedures, books, and records relating to the safeguarding, use, and disclosure of personal information obtained or used as a result of this Contract shall be made available to Enterprise Services and the U.S. Secretary of the Department of Health & Human Services, upon request.

7. INSURANCE.

7.1. REQUIRED INSURANCE. During the Term of this Contract, Contractor, at its expense, shall maintain in full force and effect the insurance coverages set forth in Exhibit B – Insurance Requirements. 

7.2. WORKERS COMPENSATION. Contractor shall comply with applicable workers compensation statutes and regulations (e.g., RCW Title 51, Industrial Insurance). If 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, Enterprise Services may terminate this Contract. This provision does not waive any of the Washington State Department of Labor and Industries (L&I) rights to collect from Contractor. In addition, Contractor waives its immunity under RCW Title 51 to the extent it is required to indemnify, defend, and hold harmless the State of Washington and its agencies, officials, agents, or employees.

8. CLAIMS.

8.1. ASSUMPTION OF RISKS; CLAIMS BETWEEN THE PARTIES. Contractor assumes sole responsibility and all risks of personal injury or property damage to itself and its employees, agents, and Contractors in connection with Contractor’s  operations under this Contract. Enterprise Services has made no representations regarding any factor affecting Contractor’s   risks. Contractor shall pay for all damage to any Enterprise Services’ property resulting directly or indirectly from its acts or omissions under this Contract, even if not attributable to negligence by Contractor or its agents.

8.2. THIRD PARTY CLAIMS; INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless Enterprise Services and their employees and agents from and against all claims, demands, judgments, assessments, damages, penalties, fines, costs, liabilities or losses including, without limitation, sums paid in settlement of claims, attorneys’ fees, consultant fees, and expert fees (collectively “claims”) arising from any act or omission of Contractor or its successors, agents, and subcontractors under this Contract, except claims caused solely by Enterprise Services’ negligence. Contractor   shall take all steps needed to keep Enterprise Services’ property free of liens arising from Contractor’s activities, and promptly obtain or bond the release of any such liens that may be filed.

9. DISPUTE  RESOLUTION. The parties shall cooperate to resolve any dispute pertaining to this Contract efficiently, as timely as practicable, and at the lowest possible level with authority to resolve such dispute. If, however, a dispute persists and cannot be resolved, it may be escalated within each organization. In such situation, upon notice by either party, each party, within five (5) business days shall reduce its description of the dispute to writing and deliver it to the other party. The receiving

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party then shall have three (3) business days to review and respond in writing. In the event that the parties cannot then agree on a resolution of the dispute, the parties shall schedule a conference between the respective senior managers of each organization to attempt to resolve the dispute. In the event the parties cannot agree, either party may resort to court to resolve the dispute.

10. SUSPENSION & TERMINATION; REMEDIES.

10.1. SUSPENSION & TERMINATION FOR DEFAULT. Enterprise Services may suspend Contractor’s operations under this Contract immediately by written cure notice of any default. Suspension shall continue until the default is remedied to Enterprise Services ’ reasonable satisfaction; Provided, however, that, if after thirty (30) days from such a suspension notice, Contractor remains in default, Enterprise Services may terminate Contractor’s  rights under this Contract. All of Contractor’s obligations to Enterprise Services survive termination of Contractor’s rights under this Contract, until such obligations have been fulfilled.

10.2. DEFAULT. Each of the following events shall constitute default of this Contract by Contractor:

(a) Contractor fails to perform or comply with any of the terms or conditions of this Contract including, but not limited to, Contractor’s obligation to pay contract management fees when due;

(b) Contractor breaches any representation or warranty provided herein; or

(c) Contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary.

10.3. REMEDIES FOR DEFAULT. Enterprise Services’ rights to suspend and terminate Contractor’s rights under this Contract are in addition to all other available remedies.

10.4. LIMITATION ON DAMAGES. Notwithstanding any provision to the contrary, the parties agree that in no event shall any party be liable to the other for exemplary or punitive damages.

10.5. TERMINATION BY MUTUAL AGREEMENT. This Contract may be terminated at any time by mutual consent of the parties, provided that such consent to terminate is in writing and is signed by each of the parties.

10.6. GOVERNMENTAL TERMINATION.

(a) Termination for Withdrawal of Authority. Enterprise Services may suspend or terminate this Contract if, during the term hereof, Enterprise Services ’ procurement authority is withdrawn, reduced, or limited such that Enterprise Services, in its judgment, would lack authority to enter into this Contract; Provided, however, that such suspension or termination for withdrawal of authority shall only be effective upon twenty (20) days prior written notice; and Provided further, that such suspension or termination for withdrawal of authority shall not relieve Enterprise Services from payment for goods and/or services already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such suspension or termination for withdrawal of authority, Enterprise Services shall have no obligation or liability to Contractor.

(b) Termination for Convenience. Enterprise Services, for convenience, may terminate this Contract; Provided, however, that such termination for convenience must, in Enterprise Services ’ judgment, be in the best interest of the State of Washington; and Provided further, that such termination for convenience shall only be effective upon thirty (30) days prior written notice; and Provided further, that such

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termination for convenience shall not relieve Enterprise Services from payment for services already ordered as of the effective date of such notice.

10.7. TERMINATION PROCEDURE. Regardless of basis, in the event of suspension or termination (in full or in part), the parties shall cooperate to ensure an orderly and efficient suspension or termination.

11. GENERAL PROVISIONS.

11.1. TIME IS OF THE ESSENCE. Time is of the essence for each and every provision of this Contract.

11.2. COMPLIANCE WITH LAW. Contractor shall comply with all applicable law.

11.3. INTEGRATED AGREEMENT. This Contract constitutes the entire agreement and understanding of the parties with respect to the subject matter and supersedes all prior negotiations, representations, and understandings between them. There are no representations or understandings of any kind not set forth herein.

11.4. AMENDMENT OR MODIFICATION. Except as set forth herein, this Contract may not be amended or modified except in writing and signed by a duly authorized representative of each party hereto.

11.5. AUTHORITY. Each party to this Contract, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Contract and that its execution, delivery, and performance of this Contract has been fully authorized and approved, and that no further approvals or consents are required to bind such party.

11.6. NO AGENCY. The parties agree that no agency, partnership, or joint venture of any kind shall be or is intended to be created by or under this Contract. Neither party is an agent of the other party nor authorized to obligate it.

11.7. ASSIGNMENTS. This Contract shall not be transferred or assigned by the Contractor without prior written consent of Enterprise Services.

11.8. BINDING EFFECT; SUCCESSORS & ASSIGNS. This Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

11.9. PUBLIC INFORMATION. This Contract and all related documents are subject to public disclosure as required by Washington’s Public Records Act, RCW chapter 42.56.

11.10. SEVERABILITY. If any provision of this Contract is held to be invalid or unenforceable, such provision shall not affect or invalidate the remainder of this Contract, and to this end, the provisions of this Contract are declared to be severable. If such invalidity becomes known or apparent to the parties, the parties agree to negotiate promptly in good faith in an attempt to amend such provision as nearly as possible to be consistent with the intent of this Contract.

11.11. WAIVER. Failure of either party to insist upon the strict performance of any of the terms and conditions hereof, or failure to exercise any rights or remedies provided herein or by law, or to notify the other party in the event of breach, shall not release the other party of any of its obligations under this Contract, nor shall any purported oral modification or rescission of this Contract by either party operate as a waiver of any of the terms hereof. No waiver by either party of any breach, default, or violation of any term, warranty, representation,

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contract, covenant, right, condition, or provision hereof shall constitute waiver of any subsequent breach, default, or violation of the same or other term, warranty, representation, contract, covenant, right, condition, or provision.

11.12. SURVIVAL. All representations, warranties, covenants, agreements, and indemnities set forth in or otherwise made pursuant to this Contract shall survive and remain in effect following the expiration or termination of this Contract, Provided, however, that nothing herein is intended to extend the survival beyond any applicable statute of limitations periods.

11.13. GOVERNING LAW. The validity, construction, performance, and enforcement of this Contract shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its choice of law rules.

11.14. JURISDICTION & VENUE. In the event that any action is brought to enforce any provision of this Contract, the parties agree to submit to exclusive in person jurisdiction in Thurston County Superior Court for the State of Washington and agree that in any such action venue shall lie exclusively at Olympia, Washington.

11.15. ATTORNEYS’ FEES. Should any legal action or proceeding be commenced by either party in order to enforce this Contract or any provision hereof, or in connection with any alleged dispute, breach, default, or misrepresentation in connection with any provision herein contained, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs incurred in connection with such action or proceeding, including costs of pursuing or defending any legal action, including, without limitation, any appeal, discovery, or negotiation and preparation of settlement arrangements, in addition to such other relief as may be granted.

11.16. FAIR CONSTRUCTION & INTERPRETATION. The provisions of this Contract shall be construed as a whole according to their common meaning and not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this Contract. Each party hereto and its counsel has reviewed and revised this Contract and agrees that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be construed in the interpretation of this Contract. Each term and provision of this Contract to be performed by either party shall be construed to be both a covenant and a condition.

11.17. FURTHER ASSURANCES. In addition to the actions specifically mentioned in this Contract, the parties shall each do whatever may reasonably be necessary to accomplish the transactions contemplated in this Contract including, without limitation, executing any additional documents reasonably necessary to effectuate the provisions and purposes of this Contract.

11.18. EXHIBITS. All exhibits referred to herein are deemed to be incorporated in this Contract in their entirety.

11.19. CAPTIONS & HEADINGS. The captions and headings in this Contract are for convenience only and are not intended to, and shall not be construed to, limit, enlarge, or affect the scope or intent of this Contract nor the meaning of any provisions hereof.

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11.20. ELECTRONIC SIGNATURES. A signed copy of this Contract or any other ancillary agreement transmitted by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Contract or such other ancillary agreement for all purposes.

11.21. COUNTERPARTS. This Contract may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Contract at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Contract.

EXECUTED as of the date and year first above written.

STATE OF WASHINGTONDepartment of Enterprise Services 

__________________,a __________________

Signature:___________________________ Cindy Guertin-Anderson

Signature:___________________________ Type Name

Its: EAP Director Its: Title

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EXHIBIT A

INCLUDED SERVICES AND PAYMENT SCHEDULES

1. ENTERPRISE SERVICES REFERRED ASSESSMENT SERVICES.

1.1. ASSESSMENT SERVICES. Enterprise Services will conduct initial Client screening and eligibility determinations, and determine the appropriateness of face-to-face assessment. If Enterprise Services notifies Contractor of a Client referral, Contractor shall perform the face-to-face assessment as described in EAP Network of Contracted Providers Guidelines for each Client Enterprise Services refers. Contractor shall make referrals to appropriate local resources and contact Enterprise Services regarding short-term problem resolution. Visits with the client are to be within the periods set forth in the EAP Network of Contracted Providers Guidelines. If Contractor is unable to provide Services, Contractor shall contact Enterprise Services immediately so that the Client can be referred elsewhere.

1.2. ASSESSMENT SERVICES PAYMENT SCHEDULE.

(a) Contractor will be compensated at a standard fee of $70.00 per hour. Contractor may provide up to three (3) hours of service per client, not to exceed more than $210.00 per referral. Enterprise Services will reimburse for up to a maximum of three (3) visits per client, not to exceed amount of $210.00 per referral.

(b) Enterprise Services shall reimburse Contractor for the initial required training at $70.00 per hour.

(c) If the Client cancels their appointment and does not provide a twenty-four (24) hour cancellation notice or if the Client doesn’t show for their appointment with no notice to the Contractor twice, Enterprise Services will reimburse the Contractor for the second (2) late cancellation or no show.

(d) Contractor shall not be reimbursed for travel expenses or any other cost or expense without prior written authorization from the Enterprise Services Contract Manager and/or where otherwise authorized in this contract.

2. ANCILLARY SERVICES.

2.1. ANCILLARY SERVICES. Contractor may additionally provide the following service(s), as a representative for Enterprise Services, when requested by Enterprise Services on an as-needed and as-available basis:

(a) Facilitate Critical Incident Stress Debriefing (“CISD”) groups to Enterprise Services customers, at the customer’s facility, using the structure and guidelines provided by the Enterprise Services in the Contractor training. This service will be coordinated with the Enterprise Services staff member who will provide general management of the situation (i.e., Critical Incident Stress Management or CISM).

(b) Facilitate Enterprise Services classroom trainings or group presentations to Enterprise Services customers, at the customer’s facility or other Enterprise Services designated site, using curriculum provided by the Enterprise Services or the Contractor’s curriculum if pre-approved by Enterprise Services, and using the structure and guidelines provided in the Contractor training. During the Contractor

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training, Enterprise Services staff will review the training contents and handouts with the Contractor. This service will be coordinated with the Enterprise Services staff member who arranges the training with the customer.

(C) Represent the Enterprise Services at the Health/Wellness/Benefit Fairs of Enterprise Services customers. This includes traveling to the customer site, transporting and setting up signage and promotional materials for on behalf of Enterprise Services, actively engaging with employees to promote and describe the benefits of participating in the various aspects of the Enterprise Services program, repacking and returning materials not used to Enterprise Services

2.2. ANCILLARY SERVICES PAYMENT SCHEDULE. Contractor agrees to provide ancillary services marked below on an on-call, as-needed and as-available basis. The compensation rates set forth below for these services include the time actively providing the service. The preparation and administrative time is not compensated as these are calculated into the service rate.  

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CISD: $110.00 per hour during defined group facilitation time, not to exceed 2 hours

Trainings: $120.00 per hour during defined training seminar hours

Health and Benefit Fairs: $60.00 per hour during defined fair hours, not to exceed 3 hours

Travel Time: $50.00 per hour for driving time en route to location of service (Not applicable for Assessments)

Exhibit B

INSURANCE REQUIREMENTS

1. INSURANCE OBLIGATION. During the Term of this Contract, Contractor obtain and maintain in full force and effect, at Contractor’s sole expense, the following insurance coverages:

a. COMMERCIAL GENERAL LIABILITY INSURANCE. Commercial General Liability Insurance (and, if necessary, commercial umbrella liability insurance) covering Bodily Injury and Property Damage on an ‘occurrence form’ in the amount of not less than $1,000,000 per occurrence and $3,000,000 general aggregate. This coverage shall include Contractual Liability insurance for the indemnity provided under this Contract.

b. PROFESSIONAL LIABILITY (ERRORS & OMISSIONS) INSURANCE. Professional liability insurance in the amount of not less than $1,000,000 combined single limit per occurrence, $3,000,000 general annual aggregate for malpractice or errors and omissions coverage against liability for damages because of personal injury, bodily injury, death, or damage to property, including the loss of use thereof, and damages because of negligent acts, errors, and omissions in any way related to this Contract.

The limits of all insurance required to be provided by Contractor shall be no less than the minimum amounts specified. Coverage in the amounts of these minimum limits, however, shall not be construed to relieve Contractor from liability in excess of such limits.

A cross-liability clause or separation of insured condition shall be included in all general liability, professional liability, pollution, and errors and omissions policies required by this Contract.

2. INSURANCE CARRIER RATING. Coverages provided by the Contractor must be underwritten by an insurance company deemed acceptable to the State of Washington’s Office of Risk Management. Insurance coverage shall be provided by companies authorized to do business within the State of Washington and rated A- Class VII or better in the most recently published edition of Best’s Insurance Rating. Enterprise Services reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating.

3. ADDITIONAL  INSURED. Except for Works’ Compensation, Professional Liability, all required insurance shall include the State of Washington and Enterprise Services (and their agents, officers, and employees) as an Additional Insureds evidenced by copy of the Additional Insured Endorsement attached to the Certificate of Insurance on such insurance policies.

4. CERTIFICATE  OF  INSURANCE. Upon request by Enterprise Services, Contractor shall furnish to Enterprise Services, as evidence of the insurance coverage required by this Contract, a certificate of insurance satisfactory to Enterprise Services that insurance, in the above-stated kinds and minimum amounts, has been secured. A renewal certificate shall be delivered to Enterprise Services no less than fifteen (15) days prior to coverage expiration. Failure to provide proof of insurance, as required, will result in contract cancellation. All policies and certificates of insurance shall include the Contract number stated on the cover of this Contract.

5. PRIMARY COVERAGE. Contractor’s insurance shall apply as primary and shall not seek contribution from any insurance or self-insurance maintained by, or provided to, the additional insureds listed above including, at a minimum, the State of Washington and Enterprise Services. All

CONTRACT NO. _____ 14(Rev. 4-24-2017)

insurance or self-insurance of the State of Washington and Enterprise Services shall be excess of any insurance provided by Contractor or subcontractors.

6. SUBCONTRACTORS. Contractor shall include all subcontractors as insureds under all required insurance policies, or shall furnish separate Certificates of Insurance and endorsements for each subcontractor. Each subcontractor must comply fully with all insurance requirements stated herein. Failure of any subcontractor to comply with insurance requirements does not limit Contractor’s liability or responsibility.

7. WAIVER  OF  SUBROGATION. Contractor waives all rights of subrogation against the State of Washington and Enterprise Services for the recovery of damages to the extent such damages are or would be covered by the insurance specified herein.

8. NOTICE OF CHANGE OR CANCELLATION. There shall be no cancellation, material change, exhaustion of aggregate limits, or intent not to renew insurance coverage, either in whole or in part, without at least sixty (60) days prior written Legal Notice by Contractor to Enterprise Services. Failure to provide such notice, as required, shall constitute default by Contractor. Any such written notice shall include the Contract number stated on the cover of this Contract.

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Exhibit CBUSINESS ASSOCIATE AGREEMENT

FOREMPLOYEE ASSISTANCE PROGRAMSTATE OF WASHINGTON CONTRACT

This Business Associate Agreement (“Agreement”) is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency (“Covered Entity”) and INSERT PROVIDER NAME, a INSERT PROVIDER ENTITY TYPE (“Business Associate”) and is dated as of INSERT DATE, 2017.

R E C I T A L S

A. WHEREAS, the Health Insurance Portability and Accountability Act of 1996, as amended, and related regulations require that covered entities and their business associates enter into written contracts concerning the use and disclosure of protected health information and the security of protected health information and electronic protected health information, which the business associate may receive, create, use, maintain, have access to, or transmit in the course of providing services for the covered entity;

B. WHEREAS, Covered Entity has engaged Business Associate to provide mental health assessments, short-term counseling, and referring of Covered Entity clients for appropriate treatment when necessary on behalf of Covered Entity as set forth in the parties’ Contract effective INSERT DATE;

C. WHEREAS, Covered Entity will make available and/or transfer to Business Associate certain Protected Information, in conjunction with products or services that are being provided by Business Associate to Covered Entity, which information is confidential and must be afforded special treatment and protection;

D. WHEREAS, Business Associate will have access to and/or receive from Covered Entity certain Protected Health Information that can be used or disclosed only in accordance with this Agreement, the Privacy Rule, and other applicable state or federal laws; and

E. WHEREAS, the parties desire to amend and restate any prior Business Associate Agreement entered into with Business Associate to ensure that Business Associate will comply with all applicable restrictions on the use and disclosure of any protected health information and electronic protected health information to which Business Associate may have access as a result of its business relationship with Covered Entity.

A G R E E M E N T

NOW THEREFORE, Covered Entity and Business Associate enter into this Business Associate Agreement (“Agreement”) as follows:

1. DEFINITIONS. All terms used but not otherwise defined in this Agreement shall be construed in a manner consistent with the Privacy Rule and other applicable state or federal privacy or confidentiality laws.

a. “Breach” means the acquisition, access, use, or disclosure of Protected Health Information in a manner not permitted under the HIPAA Privacy Rule which compromises the security or privacy of the Protected Health Information, with the exclusions and exceptions listed in 45 CFR § 164.402. Breach further means the unauthorized acquisition, access, use, or disclosure of Confidential Information that compromises the security, confidentiality, or integrity of personal information in violation of RCW 42.56.590 or Chapter 70.02 RCW.

b. “Electronic PHI” means individually identifiable health information that is maintained or transmitted in electronic media.

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c. “Electronic Transactions Rule” means the Transaction and Code Set requirements set forth at 45 C.F.R. 162.

d. “Enrollee” means a participant in Covered Entity’s Employee Assistance Program.

e. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, Pub. L. 104-191, as amended by the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009 (“HITECH”), and all applicable implementing regulations, including, without limitation, the Standards for Privacy of Individually Identifiable Health Information (the “Privacy Rule”), Notification in the Case of Breach of Unsecured Protected Health Information (“Breach Notification Rule”), and the Security Standards for the Protection of Electronic Protected Health Information (the “Security Rule”) found at Title 45, Parts 160 and 164 of the Code of Federal Regulations, dealing with the security, confidentiality, integrity, and availability of protected health or health-related information, as well as breach notifications (all such laws and regulations shall be collectively referred to herein as “HIPAA”).

f. “Individual” means the person who is the subject of Protected Health Information, as set forth in 45 CFR 160.103, and shall include a person who qualifies as a personal representative in accordance with 45 CFR § 164.502 (g).

g. “Part 2” means Confidentiality of Alcohol and Drug Abuse Patient Records, 42 C.F.R. Part 2.

h. “Privacy Rule” means the Standards for Privacy of Individually Identifiable Health Information, at 45 CFR Parts 160 and 164 subparts A & E.

i. “Protected Health Information” (“PHI”) means any information in any form or medium: (i) relating to the past, present or future, physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual, and (ii) identifying the individual or with respect to which there is a reasonable basis to believe can be used to identify the individual, as described in 45 CFR 160.103.

j. “Required By Law” shall have the same meaning as used in 45 CFR 164.103.

k. “Secretary” means the Secretary of the US Department of Health and Human Services or the Secretary’s designee.

l. “Security Rule” means the Security Standards for the Protection of Electronic Health Information at 45 C.F.R. Part 160 and Part 164 Subparts A and C.

2. BUSINESS ASSOCIATE’S OBLIGATIONS. Business Associate acknowledges that it is Covered Entity’s business associate, as that term is used in the Privacy Rule, for the purposes specified herein and as such, agrees as follows:

a. In no event is the Business Associate entitled to use or disclose PHI in a manner that would constitute a breach if that use or disclosure was made by the Covered Entity.

b. Business Associate shall not use or disclose PHI other than as permitted or required by this Agreement or as Required By Law, consistent with the restrictions of 42 CFR 431.306 (f) and Part 2.

c. In the event that Covered Entity permits Business Associate to engage a subcontractor, the Business Associate shall ensure that any agent or subcontractor to whom it provides PHI that is received from, or created or received by it on behalf of Covered Entity agrees in writing to the same restrictions and conditions that apply to Business Associate under this Agreement with respect to such information. All provisions of this Agreement apply to all such information, whether in the possession of Business Associate or any of its agents or subcontractors. Business Associate is responsible for ensuring its agents’ and subcontractors’ compliance with all

CONTRACT NO. _____ 17(Rev. 4-24-2017)

provisions of this Agreement, in accordance with 45 CFR 164.502(e)(1)(ii) and 45 CFR 164.308(b)(2).

d. Business Associate shall use appropriate safeguards and comply with subpart C of 45 CFR 164 to prevent use or disclosure of PHI other than as provided for by this Agreement and as Required by Law.

e. Business Associate shall take appropriate and legal action necessary to mitigate any harmful effect that is known to Business Associate of its use or disclosure of PHI in violation of the requirements of this Agreement or in violation of any applicable law. Any actions undertaken by Business Associate on its own initiative or pursuant to Covered Entity’s request under this provision to mitigate harmful effects of privacy violations shall not relieve Business Associate of its obligations to report privacy violations as set forth in other provisions of this Agreement or as Required by Law.

f. Business Associate shall provide to Covered Entity’s Enrollees access to or copies, including electronic copies, of their PHI that the Business Associate maintains and for which the Business Associate is the source, as shall be necessary for Covered Entity to meet its PHI access obligations under 45 CFR 164.524, within a reasonable amount of time following the Enrollee’s request. Such access or copies shall be provided to the Enrollee in a time and manner in accordance with such requirements as set forth in 45 CFR 164.524.

g. Business Associate shall make any amendment(s) to PHI that an Enrollee requests in order for Covered Entity to meet its obligations under 45 CFR § 164.526. Such amendments shall be made within a reasonable time following the request, in accordance with such requirements as set forth in 45 CFR 164.526.

h. Business Associate shall document PHI disclosures and related information, as is necessary, to respond to Enrollees’ requests for an accounting of disclosures of PHI and related information in accordance with 45 CFR 164.528. Business Associate agrees to produce an accounting of PHI, for which Business Associate is the source, to the Enrollees who request one within the time period as set forth in 45 CFR 164.528.

i. Business Associate shall make available to Covered Entity upon request, or to the Secretary, its internal practices, books, and records, including policies and procedures and PHI, relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity. Covered Entity or the Secretary shall determine the time and manner for making such material available for purposes of the Secretary determining Covered Entity’s compliance with the Privacy Rule. This provision shall survive the termination of this Contract.

j. Business Associate agrees to report to Covered Entity any use or disclosure of the PHI not provided for by this Agreement, including breaches of unsecured PHI as required by 45 CFR 164.410 and any security incident, of which it becomes aware. Business Associate further agrees to cooperate with Covered Entity in any breach notifications to individuals, the Health and Human Services Office of Civil Rights, and, potentially, the media.

k. Business Associate shall adhere to all applicable requirements of the Electronic Transactions Rule with respect to each Transaction, as defined by the Electronic Transaction Rule and CMS (in its guidance issued on July 24, 2003), it performs or assists in performing, on behalf of Covered Entity, including, without limitation, the requirement to conduct Transactions using the standards and code sets adopted by the U.S. Department of Health and Human Services under 45 CFR Part 162; and shall conduct Transactions in accordance with all applicable requirements under any Trading Partner Agreement entered into between Covered Entity and the other party(ies) with respect to those Transactions.

l. Business Associate shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the

CONTRACT NO. _____ 18(Rev. 4-24-2017)

Electronic PHI that it creates, receives, maintains or transmits on behalf of Covered Entity as required by the Security Rule.

m. With respect to information subject to Part 2, Business Associate agrees to resist any efforts in judicial proceedings to obtain access to the protected information except as expressly provided for in Part 2.

3. PERMITTED USES & DISCLOSURES BY BUSINESS ASSOCIATE.

a. Except as otherwise limited in the Contract, Business Associate may use or disclose PHI on behalf of, or to provide services to, Covered Entity in order to perform services as agreed to by Business Associate and Covered Entity in the Contract, provided such use or disclosure would neither violate the Privacy Rule if done by Covered Entity, nor Covered Entity’s minimum necessary policies and procedures.

b. Specified Use and Disclosure for Management and Administration

i. Except as otherwise limited in this Agreement, Business Associate may use the PHI for the proper management and administration of Business Associate and to carry out the legal responsibilities of the Business Associate.

ii. Except as otherwise limited in this Agreement, Business Associate may disclose PHI for its proper management and administration, provided that disclosures are Required By Law, or Business Associate obtains reasonable assurances from the recipient of the information disclosed that it will remain confidential and used or further disclosed only as Required By Law, consistent with the restrictions of 42 CFR 431.306 (f) or for the purpose for which it was disclosed to the recipient, and the recipient notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.

iii. Except as otherwise limited in the Contract or in this Agreement, Business Associate may use PHI to provide Data Aggregation services as permitted by 42 CFR § 164.504 (e) (2)(i)(B).

iv. Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 45 CFR § 164.502(j)(1).

v. Business Associate may disclose PHI to Covered Entity for administration purposes.

vi. At Covered Entity’s direction, Business Associate may disclose PHI in its possession to Covered Entity’s other Business Associates, as defined in 45 C.F.R. § 160.103.

vii. Business Associate may release Summary Health Information as defined in 45 CFR § 164.504(a), for the purposes of obtaining premium bids to provide health insurance coverage or modifying, amending, or terminating the group health plan.

viii. Upon Covered Entity’s agreement, Business Associate may de-identify PHI provided that it conforms to the requirements of 45 CFR § 164.514(b).

4. COVERED ENTITY’S OBLIGATIONS.

a. Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy practices issued in accordance with 45 CFR § 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of PHI. If Business Associate promptly notifies Covered Entity that it cannot comply with the proposed limitation, both parties agree to make good faith efforts to reach a mutually agreeable resolution.

b. Covered Entity shall notify Business Associate of any known changes in, or revocation of, permission by enrollees or their personal representatives to use or disclose PHI, to the extent that such changes may affect Business Associate’s use or disclosure of PHI.

CONTRACT NO. _____ 19(Rev. 4-24-2017)

c. Covered Entity shall notify Business Associate of any restriction to the use or disclosure of enrollees’ PHI that it has agreed to in accordance with 45 CFR § 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI. If Business Associate promptly notifies Covered Entity that it cannot comply with the proposed restriction, both parties agree to make good faith efforts to reach a mutually agreeable resolution.

d. Covered Entity shall immediately notify Business Associate of any changes to its Business Associates to whom Business Associate has been directed to release PHI pursuant to the Contract. Covered Entity will enter into agreements in accordance with 45 CFR § 164.504(e) with such business associates to whom Business Associate is directed to release PHI.

e. Covered Entity and its business associates whom Covered Entity directs to release PHI to Business Associate, shall provide to Business Associate or otherwise confirm receipt of enrollees’ valid authorization as required by Law, in order to receive PHI from business associates.

f. Covered Entity shall request Business Associate use or disclose PHI in a manner that is permissible under the Privacy Rule if done by Covered Entity, except for uses and disclosures of PHI for data aggregation or management and administrative activities of Business Associate.

5. BREACH NOTIFICATION.

a. Within one (1) business day of discovery, Business Associate shall report to Covered Entity any use or disclosure of PHI not provided for by this Agreement of which Business Associate becomes aware, including breaches of unsecured PHI as required at 45 CFR 164.410, and any security incident of which it becomes aware.

i. Within one (1) business day, Business Associate shall notify Covered Entity by telephone and in writing of any acquisition, access, use, or disclosure of PHI and/or electronic PHI not allowed by this Agreement of which it becomes aware, and of any instance where the PHI is subpoenaed, copied or removed by anyone except an authorized representative of Covered Entity or the Business Associate.

ii. Within one (1) business day, Business Associate shall notify Covered Entity by telephone or e-mail of any potential breach of security or privacy. Business Associate shall follow telephone or e-mail notification with a faxed or other written explanation of the breach, to include the following: date and time of the breach, medium that contained the PHI, origination and Covered Entity destination of PHI, Business Associate unit and personnel associated with the breach, detailed Covered Entity description of PHI, anticipated mitigation steps, and the name, address, telephone number, fax number, and e-mail of the Individual who is responsible for the mitigation.

iii. Business Associate will address breach notification communications to Covered Entity at the following:

Washington State Department of Enterprise ServicesAttention: EAP Contract ManagerPO Box 47540Olympia, WA 98504-7540Telephone: 360-407-9490Fax: 360-644-0498Email: eap-providers@des.wa.gov

b. In the event of a breach of PHI or disclosure which compromises the privacy or integrity of PHI obtained from Covered Entity, Business Associate shall take all measures required by state and federal law. Business Associate shall provide Enterprise Services with a copy of its investigation results and other information requested by Covered Entity. Business Associate will report all PHI breaches to the U.S. Department of Health and Human Services, Office of Civil Rights (“OCR”) as

CONTRACT NO. _____ 20(Rev. 4-24-2017)

required by 45 CFR Parts 160 and 164, and also shall provide notification to Covered Entity that a report has been filed with OCR.

c. If Covered Entity determines that Business Associate is responsible for a breach of unsecured PHI:

i. Covered Entity may choose to make any notifications to the Individuals under 45 CFR § 164.404, to the media under 45 CFR § 164.406, and to the Secretary of the U.S. Department of Health and Human Services under 45 CFR § 164.408, or direct Business Associate to make them or any of them.

ii. Business Associate will be responsible for all reasonable costs of all notifications under Section 3.2.3.1, and any other action Covered Entity reasonably considers appropriate to protect Individuals, including credit monitoring for affected Individuals.

iii. Business Associate shall compensate affected Individuals for harms caused to them by the breach or possible breach described above, and indemnify Covered Entity for any damages or fines assessed Covered Entity against by a court of competent jurisdiction or other governmental entity.

6. TERMINATION.

a. Termination for Cause

i. Upon either party’s knowledge of a material breach of this Agreement by the other, the non-breaching party shall notify the breaching party of the breach.

ii. Prior to terminating the Agreement as permitted herein the non-breaching party shall provide an opportunity for the breaching party to cure the breach or end the violation. If such an opportunity is provided, but cure is not feasible, or the breaching party fails to cure the breach or end the violation within a time period specified by the Covered Entity, the non-breaching party may terminate the Agreement.

iii. In the event of termination of this Agreement for a material breach of any obligation regarding PHI, regardless of cure, Covered Entity shall report such breach or violation to the Secretary, to the Individual, to the HHS Office for Civil Rights, and/or to the media as Required by Law and pursuant to § 13402 of the Health Information Technology for Economic and Clinical Health Act, enacted under Title XII of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5 (HITECH Act), and to any other entities or individuals as required by any state or federal law or regulations, currently in place or hereafter implemented.

b. Effect of Termination

i. Upon termination of the Agreement for any reason, Business Associate shall either:a) return or, if agreed to by Covered Entity, destroy all copies of PHI obtained or

created in any form under this Agreement, including all PHI in the possession of Business Associate’s subcontractors or agents, and Business Associate shall ensure that all such data in the possession of its subcontractors or agents has been returned or, if agreed to by Covered Entity, destroyed and that no subcontractor or agent retains any copies of such data in any form; or

b) if agreed to by Covered Entity, extend all protections set forth in this Agreement to all such PHI or data and shall limit further uses and disclosures of the data to those purposes that make the return or destruction of such data not practicable, for as long as Business Associate and/or its subcontractors and agents maintain the data.

ii. Notwithstanding any other provision concerning the term of the Agreement, all protections pertaining to any PHI covered by this Agreement shall continue to apply

CONTRACT NO. _____ 21(Rev. 4-24-2017)

until such time as all such data is returned to the Covered Entity or destroyed, or if return or destruction is not feasible, protections are applied to such data in accordance with subsection (b) immediately above.

iii. Business Associate will notify Covered Entity that is not practicable to return or destroy any and all documentation required to be maintained by applicable law or regulation and/or Business Associate’s internal policies and procedures and agrees to apply protections to such data in accordance with subsection (b) above.

iv. Except as otherwise provided herein, termination of the Agreement also shall terminate the Contract.

7. SURVIVAL. The Business Associate’s obligations under the terms of this Agreement shall survive the termination of the Contract.

8. REMEDIES. Nothing in the Contract shall be construed to waive or limit any of the Covered Entity’s legal rights or remedies which may arise from Business Associate’s unauthorized use or disclosure of any data received by it under this Agreement. The Covered Entity’s exercise or non-exercise of any authority under this Agreement including, for example, any rights of inspection or approval of privacy or security practices or approval of sub-contractors, shall neither relieve Business Associate of any obligations set forth herein, nor be construed as a waiver of any of Business Associate’s obligations nor as an acceptance of any unsatisfactory practices or privacy or security failures or breaches by Business Associate.

9. INTEGRATED AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all prior negotiations and representations. This Agreement may not be modified except in writing signed by the Parties.

10. AUTHORITY. Each party to this Agreement, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Agreement and that its execution, delivery, and performance of this Agreement has been fully authorized and approved, and that no further approvals or consents are required to bind such party.

11. ELECTRONIC SIGNATURES. A signed copy of this Agreement or any other ancillary agreement transmitted by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement or such other ancillary agreement for all purposes.

12. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Agreement at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Agreement.

EXECUTED AND EFFECTIVE as of the day and date first above written.

BUSINESS ASSOCIATEINSERT BUSINESS NAME OF VENDOR

Signature:____________________________

Name: _____________________________

Title: _____________________________

Date: _____________________________

COVERED ENTITYSTATE OF WASHINGTONDEPARTMENT OF ENTERPRISE SERVICES

Signature:____________________________

Name: _____________________________

Title: _____________________________

Date: _____________________________

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CONTRACT NO. _____ 23(Rev. 4-24-2017)