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Home My WebLink About120814_ca05615 Sheridan Strut Part Townsend, WA 98868 www. jeffersonCountyPublicHealfh.org Public Heglt Consent, Agenda November 21, 2014 TO: Board of County Commissioners Philip Morley, County Administrator FROM: Jean Baldwin, Director DATE: '64"c �. * C�)�% 4 SUB]ECT: Agenda Item -- Contract Agreement with CHOICE Regional Health Network for In- person Assister Services for the WA Health Benefit Exchange, Amendment #2 December 31, 2014 — February 28, 2015; . extends contact period of performance and adds $800,30 to original contract amount of 13,604.65, not to exceed $14,404.95 STATENIEN7 QF ISSUE: Jefferson county Public Health requests Board approval of the Contract Agreement with CHOICE Regional Health Network for In- person Assister Services for the WA Health Benefit Exchange, Amendment #2; November 31, 2014 — February 28, 2015; extends contract period of performance by two months and adds $800.30 to original contract amount. ANALYSIS f STRATEGIC GOALS PRO'S and COWS: The expanded coverage healthcare reform became effective on January 1, 2014. WA Health Benefit Exchange announced that CHOICE Regional Health Network was awarded the contract to develop a network of In- Person Assisters and referral partners in seven counties. Jefferson County Public Health was asked by CHOICE to participate in local outreach. This amendment changes the following: Increases funding by $800.30 Extends period of performance by two months There are no outcome -based enrollment targets and outcome -based performance payments will not be awarded (FISCAL IMPACT COST BENEFIT ANALYSIS: This contract amendment add two months of funding, $800.30; and is funded by CHOICE Regional Health Network,, reflected in the budget. community Health Developmental Disabilities 360- 385 -9400 360 - 385 -9409 (f) Always working for a safer and healthier community Environmental! Health Water Quality 360 -385 -9444 (f) 360..379..4487 RECOMMENDATION.' 7CPH management request approval of the Contract Agreement with CHOICE Regional Health Network for In- person Assister Services for the WA Health Benefit Exchange, Amendment #2; December 31, 2014 — February 28, 2015; $800.30 Philp Morley, my Administrat Date CHOICE Regional Health Network CTOR 2A. CONTRACT NUMBER IA. NAME OF SUBCONTRA - Jefferson County Public Health FIRE- 075 -05 I B. ADDRESS OF CONTRACTOR 2B. AMENDMENT 615 Sheridan Street I C. CITY, STATE, zip CODE port,rownsend, WA, 98368 2 3, Z THIS ITEM APPLIES ONLY TO BILATERAL AMENDMENTS The Contract identified herein, including any previous amendments thereto, is hereby amended as set forth in itern 5 below by mutual consent of all parties hereto. El THIS ITEM APPLIES ONLY TO UNILATERAL AMENDMENTS The Contract identified herein, including any previous amendments thereto, is hereby unilaterally amended as set forth in item 5 below pursuant to the changes and modifications clause as contained therein. 5. DESCRIPTION OF AMENDMENT: Jefferson County Public Health and CHOICE Regional Health Network have entered into the In- person Assister Services for the Washington Health Benefit Exchange Agreement executed in 2013. All terms and conditions set forth in that Agreement remain in full force and effect, except to the extent that Such terms and conditions are modified or in conflict with the provisions of this Amendment, in which case this Amendment shall prevail. The purpose of this amendment is to revise the following: Extend tile period of performance from December 31, 2014 to P ebruary 28, 2015 as allowed ir, Section 1.2 — Subsequent Terms to continue providing In-Person Assistance Service operations; and increase the MaxiMUrn Not-to-Exceed Compensation in Section 2.1 pricing to $14,404.95. a, This increase is to cover monthly performance compensation for January and February, 2015 in the amount established in Schedule I of the subcontractor's original agreement Nvith CHOICE, prior to any Subsequent amendments. b, The subcontractor will be paid $400.15, as monthly performance compensation. c' outcome-based enrollment targets will not be established for this period and outcome - based performance payments will not be awarded. Affir", the stipulation in Section 7 — Funding that this project is dependent on the availability of'Federal/or state funding. All other terms in this section remain in effect. iv. Require SLibcontl-act0r's continued provision of Monthly Progress Reports according to Section 9. 1 (eiciiients b, and d.) US]n'o Cl.-IOICE's progress report survey tool. Contract i,'l IBE-07 5-05 Cl- NCL Re"Ionai I leaNl Net%vor pal"t I V. 'This Amendments Effective Date shall be the date of the last party's signature. 6. 0 This is a unilateral amendment. Signature of contractor is not required below. Contractor hereby acknowledges and accepts the terms and conditions of this amendillent. Signature is required below. IN WITNESS WHEREOF, HBE and the contractor have signed this agreement, �j I jj( ti I f,K AT URF -7 --11 ......4: ljjiILTH NETWORK WNAI URE DArF ffix= ont OrM 'a' Jefferson 00. P secutor's Me DPA David Alvarez, Chief Ci DPA Ci.[()ICE Regioll',11 Heakh NetNvOrk 2— Contract OHBE-075-05 Page m I C C CHOICE Regional Health Network Contract No: RBE-075-05 1217 4"' Ave E., Suite 200 60 E n olynipia, WA 98506 ZNew Contract Regional lfealffi Net%wrk (360) 539-7576 nAmendment No: Contract between CHOICE Regional Health Network, In-Person Assister Lead Organization and their Subcontractors Su Na Jei So 91 C4 (3 bcontractor Information Address Phone Number(s) ,me ferson County Public Health Street: 615 Sheridan St. City: Port (360) 385-9400 Townsend State: WA Zip: 98368 - ,jal Security or Federajjj)# Contact Person Contact Title -6001322 Julia Danskin Public Health Nursing Director intact Phone Number Contact Fax Number Contact E -Mail Address 60) 385-9400 jdqnskin�uco.jeffc rson.wa.us CHOICE Regional Health Network Information Contract Title In-Person Assister Services for the Washington Health Benefit Exchange VIBE Contract # HBE-075 Contact Person Libby Weisdepp Contact Title Program Manager Contact phone Number I Contact Fax Number Contact E-Mail Address (360) 539-7576 x.120 (360) 943-1164 weisdeppl1(:q&rhn.org Table of Contents Tableof Contents .................................................. ............. .................., Definition of 'Perms ...... .................. ».. ». »..... .......... .....,..............,..,,...... ...........,..,......,.....,.., .,., l IContract Term ............................................................................................. ..............................4 Pricing, Invoice and Payment ....................... ............................... 2 Pricing.. ....... ......... ....... ...........--- .................... . ............................... .... 4 3 Advance Payment Prohibited ....... ..................... ,....................... .. 4 Tastes ....... .............................. ,....... .......................... 4 ......... ........... 5 Invoices and Payment., ..... ........... ......... ......... ......... _........ .......... 5 6 Overpayments to Subcontractor, ... ......................... ........... _ 7 Funding ................................. ............................... ............ ProjectManagement ..... ............................... .............................. ............................... ....6 8 Reports. ....... ........................,...,...... ............................... ............. ... 9 Reporting 10 Subcontractor Project Staff .......... . ..... ........................... ......... 1.1 Subcontractor Project Manager .................... ............................... 12 Background Checks.. ......... ........................... ............................... 8 1.3 CHOICE Program Manager . ............................... .................... ... 8 14 Accounting Requirements ........................ ......... .................... 15 Records Retention and Access Requirements .......................... ...................... 8 WorkPlan and Deliverables ............... ......... .............................................. ............................... 16 Deliverables - General .......9 ....... ......... ............................... ..9 17 Work Plan..., ........... 18 Representation ....... .. .............. ... .................... 10 1.9 Acceptance Process for Deliverables ........ ............ ............................... ....10 Additional Subcontractor Responsibilities .................... ............................... .........10 20 HDE and CHOICE Property .......... .... ............................... ....10 21 Services ............................................. ............................... 22 Training....... .......... ............ ............................... ......... 1 ................... 23 Certification ........................ ........................... ............................... 24 Warranties. . .......... .................... .............. .. ... ....... ............................... 25 Ability To Perform ............. . ............................... ...................... 12 26 General Responsibilities... ...... — .... . .................... ......... ...-. ...... .. ..,.......12 27 Performance Standard Measurement ......... ............ ............................... ....13 28 Program In tegrity ................... ............................... .......................... 29 General Indemnity .............. ......... .................... ... ... .......................•. ..,.....13 30 Insurance...,... ....... ... 13 31 Industrial Insurance Coverage—. ... ......... ......... .... ....... ....15 Changes.... ........ ......... ...... .... ............................... 32 Change Order Processs. ........ ......... ......... ............ .............................•. ...... ..- ...... 15. Disputesand Remedies ........................ ................................... ............................... ......... ................. 15 33 Dispute Resolution... ......... ..... 34 Additional Rights and Remedies .... .......... . ........... . ......... 15 .................... Confidential Information and Proprietary Information .......... ............................... 35 Confidential Information and Proprietary Informat ion .............................. ....17 ........... ,, .17 36 Public Records Act and SUBCO1rITRACTOR's Proprietary Information ............................18 37 Security Requirements ................ CHOICE Regional 2- icaltta i'°,°ctwesrk In-Person Assasfcr Subcontractor Contract 9 HBE- 075 -05 Pate i 38 39 Audit ...................... ............ ............... ..................... ........... ............... - ..... -- .............. 'I8 Return of Confidential and Proprietary Information ............ ........................................ ......... D8 40 _______________ l��}i:[u�d --._----_---.lg -" ' 4l d�obulI�0mn��dmm lnt�ro�at �no«��ivueto�p�� oryrm��m�g' ro�uomn--_----.____-- lV u�eotract��urz�inw�un._.~~~_~..^~^.~~~~._,,.,,^,,,^,~,^_,^^^^~,~~~,,,^~,,^^^^~,~___.^~,^~^~^~~,,,^^^^^,^,,~^__._,,^^^^' l� Termination for Subcontractor's Breach_ ................ .............. ........................................... l9 42 43 Termination for Conflict of Interest .......... ................ ..................... ...... ............................... 28 44 Tcrrnimatiom for CHKODCB'mNoopaynuezt ................................. ....... ___ ............................... 20 45 Termination Remedies ..... ............................ ............................................ ............................. 2O 46 Termination for Convenience ........................ _ ...................... ................ .............................. 2O 47 Termination for Withdrawal uf Authority ______._____ .............................................. Termination for u[ Funds ----------_-----_-----__--_2I �- 49 I`�zn��o�imoPro��«uzs '--------------------------�� .-----_--.2l GeneralProvisions ~-~.~^...~.,~^.~..^'^,^.,^,~,.~,__,_.~_~~~~,,,~^^,,~,,~~,~,^_,^_^.^_~~,~.~~~,,~,^,^~.,,~~^^~~,22 32 50 /�my�puuzexn----___________.__________________________.. 51 Authority. ........................ ................................... _.............. ....... ........................... - ........ 22 52 Binding Effect .......... ................... ................... ........... ................. ........................ ___..... 22 53 Y�i�x(]vDRi6uoLmwo---.----------_-----_-_--_---Z% 'lbaoc�vi1bI�E/ULTI�BEY�£FIT — 54 EX(�f�A2�(�E Standards...... Compliance _______________ 3 55 Counterparts ................................... ............................................... ....................................... 23 �� [ov�ouo��zomrc.ouuz��z/� -_----____.___________________.� 23 57 Debarment and Suspension ................... - ........ -- ......................... _-................. ........ 29 58 Ert�uA4�eezueot .---____________________________________ �� 59 ��ovuomn�� -.--____.�_____.._____________�______....__.______ Lovv 23 60 Independent Status of Subcontractor ......... .. ........................ .......... ................................. 23 61 Legal and Regulatory Compliance ... ............................... ..................................................... 24 62 Licensing Standards ................... - .... ................................ ---........................... ...... .... 24 Lobbying Activities ---------_------------------_----_--_..34 — 64 Modifications mn _______________________________. ��ozco�oz�n10 24 65 Noowoiver .................. ......................................... _ ....................... ...... .................... _. 24 66 Notices ............... .............. ___ ............ _ ................. ...................... .......... ........................ 24 07 Notice n{Oekm'- ........... ---............... ............... ____ ....................... .... - ... .... ... ............ 25 60 [abutoy__-----_-___________________________________ 25 69 Remedies ..................... ...... ....................... ............................................. ...... ____ ........ 25 7O Un��nm�O��u�P��d�o �codmmUouUzo�a,/000r�o�ama �___________.. 26 71 Sevsruhility ....... .......... __ .... ..................................... ................................................ ..... 2h 72 Sumrmo4pzouu------_____________________________ ____ ___. 26 73 Sovereign Immunity --_________________________________. Z7 74 Subpoena -..-_'----__________________________________. �7 75 Survival ---__.----______________.____________________. 27 70 \�aivec-----_-_____________________________________.. 28 Schedule1: Services and Deliverable Schedule ....,~--.-~~.~~,.~.~.~_^...,,^.~^_.,~_^~_,,,~~,_^,~,~.29 l Deliverables, Services and ___ ............... _____.......... ___........................... ..29 2 Payment Soh�du�--------------------------------------'Z9 3 - Ds�vcrab�Payment -----_--_____________________________. 30 4 Contract Review -........... -............................. .................... -.................................... ..... 30 5 Key Sta@C-_-_--_____________________________________ �U �tundurdm �c��dulo2��rf��omu�cm ,__,~,_^_^_~.^_^^.^.,~~.,,~,',,^^,_~^^,^.~,,^,_^,,~^__~~^^~,,~.^~,^.^~~,~^^~,,,,_ 31 Schedule Conflict of interest Standards ~-^_--_~.~~^^..__^^^^~^.~..~....~~_.^_^^~_^.^~,^^_,^,~^^^_,~,^_,~34 11,,Iih Network In-Person Ausimc Subcontractor Contract #HBE-075^) Page ii Schedule: 5: (Draft) CHANGE REQUEST FORM ................................................................................. 38 Schedule 6: NON-DISCLOSURE AGREEMENT ................................................................................. 38 Schedule 7: HBE DATA SECURITY REQUIREMENTS ................................................. ....41 Attachments Attachment I Federal Compliance, Certifications, and Assurances Attachment 2 Cooperative Ac,;rccmcnt number HBE-IE- 12012 1 -0 1 -00 Schedules Schedule I Services and Deliverable Schedule Schedule 2 Performance Standards Schedule 3 Conflict of Interest Standards Schedule 4 In-Person Assister Code of Ethics Schedule 5 Change Request Form Schedule 6 Non-Disclosure Agreement Schedule 7 I-IBE Data Security Requirements CHOICE Regional Health Network In-Person Ass�ustcr Subcontractor Contract ;# HBE- 675A5 Page hi CONTRACT NUMBER HBE-075-05 in-Person Assister Organization Services for the Washington Health Benefit Exchange PARTIES This Contract ("Contract") is entered into by and between In-Person Assister Lead CHOICE Regional Health Network ("CHOICE"), a 501(c)3 non-profit corporation licensed to conduct business in the state of Washington (,,In-Person Lead Assister") and located at 1217 4'h Ave E, Suite 200, Olympia, WA 98506, working under authority of the Health Benefit Exchange Contract [HBE-075] and In-Person Assister Jefferson county Public Health, a Government Entity licensed to conduct business in the state of Washington and located at 615 Sheridan St., Port Townsend, WA 98368, for the purpose of providing In- Person Assister Organization Services under contract to CHOICE, and through CHOICE to the Washington Health Benefit Exchange. RECITALS The Washington Health Benefit Exchange (HBE) issued Request for Proposals Number HBE-13-001 (RFP), March 5, 2013 (Exhibit A) for the purpose to develop and implement an In-Person Assister Lead Organization program in accordance with the HBE's authority under chapter 43.71 RCW, the statute that establishes a health benefit exchange for the State of Washington. In- Person Lead Assister CHOICE submitted a timely response, Proposal to HBE's RFP; and was awarded a contract to oversee and organize a network of community-based organization in Clallam, Grays Harbor, Jefferson, Lewis, Mason, Pacific, and Thurston counties; As authorized under its Contract HBE-075 with the Health Benefit Exchange, In-Pers,on Lead Assister CHOICE has determined it will require the services of Jefferson County Public Health in order to carry out its in-Person Assister responsibilities and services. NOW THEREFORE-, CHOICE awards to Jefferson County Public Health this Contract, the terms and conditions of which shall govern Jefferson County Public Health's famishing In-Person Assister Services for the purpose of operating the Health Benefit Exchange (HBE) In-Person Assister program specifically in Jefferson County. IN CONSIDERATION of the foregoing Recitals, the mutual promises and covenants as hereinafter set forth, and other good and valuable consideration, the parties agree as follows: Deffilitioll of Terms The following terms as used throughout this Contract shall have the meanings set forth below. -Acceptance" means a Notice from CHOICE to Subcontractor that a Deliverable or Service has no Deficiencies. "Acceptance Criteria" means the measures against which In-Person Assister Services and Deliverables shall be evaluated in accordance with section 19 and the Performance Standards, warranties and other requirements described in the Contract, or others agreed to in writing, and HBE's satisfaction for Services that are not subsumed in a Deliverable. "Business Days and Hours" means Monday through Friday, 8:00 a.m. to 5-00 p.m., Pacific Time, except for holidays observed by the State of Washington. "Certification" means IIBE's written certification that the In-Person assister meets training standards, requirements and conditions established by the HBE to provide application and enrollment assistance through the Exchange to consumers. cMS means the Centers for Medicare and Medicaid Services the federal agency with oversight of the Health Benefit Exchange Project. "Confidential information" means various trade secrets and information of each party that either HBE, Subcontractor CHOICE desires to protect against unrestricted disclosure including without limitation: hi-Person Assister Subcontractor Contract 4 HBE-075-05 C_ii6_tCE iieginal FFeqlth �clwork Page I HBE nonpublic available Data; nonpublic Specifications; the HBE Software, FIBS source c(de or object code; HBE security data; System/Service or network designs, drawings, or specifications; computer programs; the Documentation; any nonpublic information or documentation concerning either party's business or future products or plans that are learned by the other party during the performance of this Contract; and information that is designated as confidential by the disclosing party and, subject to Section 36 Confidential Information and Proprietary Infbrmation, that may be exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other state or federal statutes. In addition, the following are also designated HBE Confidential Information: individual's names; ages; residential addresses; email addresses; telephone numbers; Driver's license number or Washington identification card number-, financial information (e.g., profiles, social security numbers, income, Credit card numbers, debit card numbers, electronic check numbers, card expiration dates, or bank or other financial account numbers, security codes, access codes, or passwords that would permit access to an individual's financial account); medical data/personal health information; law enforcement records; or other records concerning Washington's citizens, and businesses; information concerning recipients of services from public health agencies. "Consumers" mean individuals who will have use of and access to the tri-Person Assister Service, "Contract" means this document, all attachments, schedules and exhibits, and all amendments and Change Orders hereto. "Critical Event(s)" means the In-Person Assister Services, events and Deliverables listed as such in Schedule I Services and Deliverable Schedule, "Data" means all data in the Exchange System/Service, HBE's records, files, forms, documents, and other information that will be processed by the HBE Software. "Deficiency" means any failure, omission, or defect in a Deliverable, causing it not to confomi to its Specifications. "Deliverable(s)" means Subcontractor 's products that result from the Services and that are prepared for the HBE or CHOICE (either independently or in concert with CHOICE or third parties) during the course of Subcontractor 's performance under this Contract, including without limitation Services and Deliverables that are described in Schedule I Services and Deliverable Schedule, and Reports, as well as all designs, structures, and models developed in the course of rendering the Services and incorporated into such products. "Delivery Date(s)" means the dates described in Schedule I Yer-vices caned Deliverable Schedule and this contract for implementation of In-Person Assister Services for the delivery of the Services and/or Deliverables, as applicable. "Effective Date" means the first date this Contract is in fall force and effect. It may be a specific date agreed to by the parties; or, if not so specified, the date of the last signature of the parties to this Contract. "Exchange"- see definition for "Health Benefit Exchange" "Health Benefit Exchange" or "IIBE" means the Washington Health Benefit Exchange, any division, section, office, unit or other entity thereof or any of the officers or other officials lawfully representing HBE. "CHOICE" means the In-Person Assister Lead Organization. "CHOICE In-Person Assister Project Manager" means the Person designated by CHOICE to be responsible for financial and contractual matters regarding the Contract, including but not limited to, the person to whom CHOICE signature authority has been delegated in writing. The term includes an authorized representative of the In-Person, Assister Project Manager acting within the limits of his/her authority. "CHOICE Program Manager" means the person designated by CHOICE to be responsible for day to day management of Cl IOICE resources for the Project and monitoring the status of Subcontractor's perforrnance under the Contract. "Implementation" means the process for making all stages and functions of the Health Benefit Exchange Project fully Operational in accordance with the Implementation Plan prepared by Subcontractor as a Deliverable. CHOICE Regional Health Network In-Person Assister Subcontractor Contract # HBE-075 -05 Page 2 "Key Staff" means Subcontractor's employees listed as such on Schedule I Services and Deliverable Schedule. -Maximum Amount" means the maximum amount payable by CHOICE to Subcontractor under this Contract as described in section 2 Pricing and Schedule I Services and Deliverable Schedule. "Operational" means the condition when the In-Person Assister Service is totally functional in accordance with its Specifications and usable for its purposes. "Performance Standard(s)" means the standards to which In-Person Assister Services Operations shall perform, as described in this Contract, Schedule 2 Perform ance Standards, and as otherwise agreed to by the parties in writing. "Property- means all Equipment, HBE Software, and other Washington Health Benefit Exchange real and personal Property- "Purchase Price(s)" means thelirice(s) for the purchase of each Deliverable, in whole or in part, as described in Schedule I Services and Deliverable Schedule or as otherwise agreed to by the parties in writing. "RCW'means the Revised Code of Washington. "Report(s)" means documents provided by Subcontractor to CHOICE regarding Project activities, events and Services provided. ,,P,FP" means RFP HBE 13-001, the solicitation document that was used to establish CHOICE's contract HBE-075 with the HBE. "Schedule" means the dates described in this contract and any Work Plan as deadlines for performance of Services and other Project events and activities. "Salting" means the placement of deliberate errors and omissions in the Software or a database. "Service(s)" means the tasks and In-Person Assister Services and other services to be performed by Subcontractor on the Project, as described in this Contract, including without limitation, Implementation, Assessment, Deliverables, Training, and Operations Services. ,,specifications" means the technical, functional, and other written specifications that define the requirements and any additional requirements agreed to in writing. Such Specifications shall include and be in compliance with all applicable state and federal policies, laws, regulations, usability standards, e.g., the American Disabilities Act (ADA), Older .Americans Act, and the Rehabilitation Act Section 508 Subpart B Section 1194,21 et. seq., and the Rehabilitation Act Section 508 Subpart B Section 1194.22. SSB 5445" (Senate Substitute Bill 5445) means the legislation passed by the Washington State Legislature to establish a health benefit exchange for the state of Washington, Chapter 317, Laws of 2011. "Staff" means Subcontractor's employees and agents. ,,state" means the state of Washington, including without limitation all of the State's agencies. "Subcontractor" means Jefferson County Public Health, its eniployees and agents. Subcontractor also includes any firm, provider, organization, individual, or other entity performing the business activities under this Contract, "Subcontractor Project Manager" means the individual chosen by Subcontractor and approved by HBE and CHOICE with management responsibilities for Subcontractor, as described in Section 1 1, "Subcontractor Staff" means Subcontractor employees and agents who will provide the Services on behalf of Subcontractor. "Training" means the Training Services to be provided to the Subcontractor by HBE or CHOICE. t� "Work Plan" means the CHOICE's overall plan of activities for the In-Person Assister Service, and the delineation of tasks, activities, events and schedule to be performed and Deliverables to be produced with regard to the In-Person Assister Program. 'HOIFF_jC,g,,nal 1jealth Network In- Peron Assister Subcontractor Contract # HBE-075-05 Page 3 Term I Contract Term 1.1 Initial Term The irdtial term of this Contract shall begin on the Effective Date and shall continuein full force and effect until December 31, 2014. 1.2 Subsequent Terms The HBE may, at its sole discretion, extend the Lead Organization Contract for up to two (2) additional years upon prior notice to CHOICE. The subsequent terms will be primaHy Operations, but may also include additional development and implementation, as necessary, to enhance the program and increase consideration. In the event the Lead Organization 11BE contract is extend, the Lead Organization may, in turn extend the In-Person Assister Service Operations term of this Contract for up to two additional years upon prior notice to Subcontractor. Pricing, Invoice and Payment 2 Pricing 2.1 The Maximum Not-to-Exceed Compensation, which includes any allowable expenses, payable to Subcontractor for satisfactory performance of the work under this contract shall not exceed Thirteen Thousand, Six Hundred and Five dollars ($13,605-00), The Payment Schedule is set forth in Schedule I Services and Deliverable Schedule. SOURCE OF FUNDS: FEDERAL: $13,605.00 STATE: $0 OTHER: $0 TOTAL: $13,605.00 'Phis Contract consists of federal funds already received, as well as funds not yet awarded to the State of Washington through OMB Catalogue of Federal Domestic Assistance Number: 93.525. Subcontractor agrees to comply with applicable rules and regulations associated with these federal funds. 2.2 The Charges for approved Services that are not included in the Purchase Prices will be paid within 30 days of receipt of a correct invoice for Services provided in the Previous month. 23 Any credits due CHOICE under this Contract may be applied against Subcontractor's invoices with appropriate information attached, upon giving of notice required herein, if any, by CHOICE to Subcontractor. 2A Any amounts due CHOICE by Subcontractor, including but not limited damages, or claims for damages, may be deducted or set-off by CHOICE from any money payable to Subcontractor pursuant to this Contract. 2.5 Prices may not be increased during the initial term of the Contract. 2.6 At least one hundred twenty (120) calendar days before the end of the then-current term of tjjLs Contract, Vendor may propose Service rate increases by written notice to Purchaser Contract Administrator. Price adjustments will be taken into consideration by Purchaser Contract Administrator when determining whether to extend this Contract. 3 Advance Payment Prohibited No advance payment shall be made for Set-vices furnished by Subcontractor pursuant to this Contract. CHOICE Regional Health Network In-Person Assister Subcontractor Contract # HBE-075-05 Page 4 4 Taxes 4.1 Subcontractor shall pay all taxes including, but not limited to, Washington Business and occupation Tax, other taxes based on Subcontractor's income or gross receipts, or personal property taxes levied or assessed on Subcontractor's personal property. 4.2 subcontractor shall complete registration with the Washington State Department of Revenue and be responsible for payment of all taxes due on payments made under this Contract. 43 subcontractor shall be solely responsible for all expenses related to salaries, payroll taxes, unemployment contributions, and other benefits for its staff, or any other taxes, insurance, and all out-of-pocket expenses incurred in connection with performance of its obligations under this Contract 5 invoices and Payment 5.1 Subcontractor will submit properly itemized invoices to the Program Manager for all Charges, Purchase Prices and any other amounts to be paid by CHOICE hereunder, Invoices shall provide detailed information and be in a format as requested by CHOICE, including, at a minimum, an itemization of each Deliverable and Service containing all of the following information: a. Contract number b. SUBCONTRACTOR name, address, telephone number and federal tax identification number; c. The Deliverable and/or Service for which payment is sought, and the Delivery or Acceptance or other date triggering payment; d, Applicable Prices or Charges by budget category: e.g., staff costs, supplies/equipment, travel, administrative, language/disability access, etc. e. Any other Project costs with a detailed itemization of such costs, if applicable; f, Sales tax, if applicable; g. Credits, if any; and h. Total amount due. 5.2 Subject to CHOICE's rights hereunder, payments shall be due and payable within thirty (30) calendar days after receipt of properly prepared invoices. 53 Incorrect or incomplete invoices will be returned by CHOICE to Subcontractor for correction and reissue. 5.4 if CHOICE fails to make timely payment, Subcontractor may invoice CHOICE, one percent (I%) per month on the amount overdue or a minimum of one dollar ($I). Payment will not be considered late if payment is deposited electronically in Subcontractor's bank account or if a check or warrant is postmarked within thirty (30) calendar days of receipt of Subcontractor's properly prepared invoice. 6 overpayments to Subcontractor Vendor shall refund to CHOICE the full amount of any erroneous payment or overpayment under this Contract within thirty (30) days' written notice. If CHOICE fails to make timely refund, Subcontractor may charge CHOICE one percent (I %) per month on the amount due, until paid in full. 7 Funding 7.1 The parties acknowledge and agree that this Project is dependent upon the availability of Federal funding. work ��n-Person . Assister Subcontractor Contract ft HBE-075-05 C14010E Regional l_tm tli l �et Page 5 7.2 If funding from the Federal government to make payments, in accordance with the Provisions of this Contract is not forthcoming, allocated or allotted to CHOICE, then CHOICE W'JI give Notice to Subcontractor to stop performance of the Services, arid the obligation's of C1,1016, to make payments will cease and terminate. CHOICE shall have the right to terminate the C011tract as provided in Section 48 Termination for Non Allocation of Funds, 7.3 If funding from the Federal government to make payments in accordance with the provisions of this Contract is delayed or is reduced, CHOICE will give Notice to Contactor to stop performance of or reduce the Services (as set forth in the following sentence) and the obligations of CHOICE to make payments will be delayed or be reduced accordingly, or CHOICE shall have the right to terminate the Contract as provided in Section 48 r1'ermination for Non Vocation of Funds. See 7.2 If such funding is reduced. CHOICE in its sole discretion shalt determine which aspects of the In-Person Assistance Service shall proceed and which specific services shall be performed. Subcontractor's costs related to such Services and associated Deliverables determined in accordance with Schedule I Services and Deliverable Schedule. In this situation, CHOICE shall pay Subcontractor for Services and/or Deliverables in accordance with the terms of Section 46.3. Any obligation to pay by CHOICE will not extend beyond the end of CHOICE's then- current funding period, 7.4 CHOICE through its agents and employees will exercise all reasonable efforts to obtain the necessary funding to pay Subcontractor in accordance with this Contract and all its terms and will notify Subcontractor of any change in funding. Subcontractor expressly agrees, however, that no penalty or damages shall be applied to, or shall accrue to, CHOICE, IIBE, or to any other agency or office of the State in the event that the necessary funding to pay under the terms ofthis Contract is not available, not allocated, not allotted, delayed or reduced. Project Management 10 C 1=1 All Reports shall be produced in formats approved by I-IBE and delivered to CHOICE in accordance with the Schedule and the terms of this Contract. 9 Reporting During the term of this Contract, Subcontractor shall produce the Reports and the parties shall participate in the meetings described below. Z� 9.1 Monthly Progress Reports. The Subcontractor Project Manager will submit a Progress Report which will be due in the CHOICE Program Manager's office by the fifth (to allow sufficient time for bead Organization to submit its reports to HBE) working day following the end of each month. The Report will address consumer data required by the HBE, such as a. Consumer data: a. How the individual teamed about the availability of health care coverage through the Washington Healthplanfinder, K Consumer's education level c. race/ethnicity d. number of times the consumer has moved in the past 12 months e. number of months/years since the consumer/farn.ily was last enrolled in health care coverage CHOICE Regional Stealth Network In-Person Ass,ister Subcontractor Contract # liB�L(75-05 Page 6 f. if currently has health care coverage, the type of coverage (direct pay, employer- sponsored, or public program.) g. how/where the consumer received care (primary care physician, community health center or Clinic, emergency room, or has not received care in the last 12 months.) h. the reason, if not enrolling in health care coverage through the Washington Healthplanfinder. b. Community awareness and/or outreach activities performed, including: • Number of community events/presentations • Outreach/awareness methods used and effectiveness of method • populations represented • Estiniatcd number of people contacted c. Year to date budget summary: (1) Contract funds received; (2) contract expenditures; (3) balance of contract funds remaining; and (4) outstanding obligations d. Other program accomplishments (Optional) 9.2 The Subcontractor Project Manager shall also provide or produce such Reports or information as are reasonably requested by the CHOICE Program Manager regarding the Project. 9.3 As reasonably requested by CHOICE, the Subcontractor Project Manager shall assist the CHOICE Program Manager in preparing and shall prepare special Reports and presentations related to the Program. to Subcontractor Project Staff 10.1 Except in the case of legally required leave or absence, sickness, death, or termination of employment, staff commitments made in the Contract shall not be changed without prior written notification to the CHOICE Program Manager. Staffing will include the named Key Staff at the levels of effort proposed. During the term of this Contract, CHOICE reserves the right to approve or disapprove Subcontractor's Staff assigned to this Contract, to approve or disapprove any proposed changes in Staff, or to require the removal or reassignment of any Subcontractor Staff found unacceptable by CHOICE. 10.2 All Staff proposed by Subcontractor as replacements for other Staff shall have comparable or greater skills for performing the Project activities as performed by the Staff being replaced. 103 All Subcontractor Staff working on the Project shall execute a nondisclosure agreement in a form attached hereto as Schedule 6 Non-Disclosure Agreement prior to commencing work. 104 Subcontractor assumes sole and full responsibility for its acts and the acts of its personnel, Subcontractor understands and agrees that CHOICE does not assume liability for the actions of Subcontractor agents. Subcontractor agrees that it has no right to indemnification or contribution from CHOICE for any judgments rendered against Subcontractor, or its agents. lo.5 Subcontractor agrees that any claim on behalf of any person arising out of employment or alleged employment by Subcontractor (including, but not limited to, claims of discrimination against Subcontractor, its officers, or its agents) are the sole responsibility of Subcontractor and are not the responsibility of HBE or CHOICE. Subcontractor will indemnify and hold CHOICE harmless from any and all such claims asserted against CIJOICE. Any person who alleges a claim arising out of employment or alleged employment by Subcontractor will not be entitled to any compensation, rights, or benefits from CHOICE (including, but not limited to: tenure rights, medical and hospital care, sick and annual/vacation leave, severance pay, or retirement benefits). In-Person As Contract 0 [IBE-075-05 FI�OlCb Regional iwi�alth Netwo sister Subcontractor rk Page 7 11 Subcontractor Project Manager 11.1 Subcontractor will assign a Subcontractor Project Manager. The Subcontractor Project Manager shall be the liaison with the CHOICE In-Person Assister Manager. 11.2 Subcontractor agrees and represents that its Subcontractor Project Manager will be fUly qualified to perform the tasks required of that position under this Contract. The Subcontractor project Manager shall function as Subcontractor's authorized representative for all managcMent and ,administrative matters not inconsistent with the provisions contained herein. Subcontractor's Project Manager shall be able to make binding decisions pursuant to this Contract for Subcontractor. 11.3 Subcontractor must provide Notice to CHOICE of the removal or replacement of the Subcontractor Project Manager. 1.1.4 Any written commitment by Subcontractor Project Manager and persons designated by him or her in writing for this purpose, within the scope of this Contract, shall be binding upon Subcontractor, 12 Background Checks Organizations providing In-Person Assister services that involves one-on-one services to consumers under this contract must have Background Check policies in place that meet the provisions for serving children and vulnerable adults as specified in RCW 43.43.830 and RCW 4143,832. 13 CHOICE Program Manager CI IOICE shall appoint a Program Manager for this Contract who will provide oversight of the activities conducted hereunder. The Program Manager will be the principal contact for Subcontractor concerning business activities under this Contract. CHOICE shall notify Subcontractor, in writing, when there is a new Program Manager assigned to this Project. The Program Manager will be responsible for all tasks identified in the contract and any Work Plan, including without limitation the following: a. Coordinating the reporting, review and Contract compliance process; b. Facilitating the effective participation of IPA Subcontractor staff, c. Resolving questions raised by Subcontractor requiring clarification of CHOICE requirements, policies, and procedures-, d. Monitoring the progress of all principal Project participants, including Administering and managing this Contract; and e. Facilitating the timely resolution of issues raised by program participants 14 Accounting Requirements Subcontractor shall establish and maintain an accounting system with procedures and Practices in accordance with generally accepted accounting principles. The accounting system shall maintain records pertaining to the Services and all other costs and expenditures made under this Contract, and the costs properly applicable to the Contract shall be readily ascertainable therefrom. 15 Records Retention and Access Requirements 15.1 Subcontractor shall agree to the conditions of all applicable HBE, federal and state regulations, which are incorporated herein by this reference, regarding retention and access requirements relating to all financial and programmatic records, supporting documents, statistical records, information that supports the findings, conclusions and recommendations of Subcontractor's CHOICE Regional Health Network In-Person Assis,ter Subcontractor Page 8 Contract # FIBE-075-05 reports, and other records of this Contract. In addition, Subcontractor shall agree to the following terms regarding retention of records and access for HBE, state and federal government officials, 15,2 Subcontractor shall maintain books, records, documents and other evidence which sufficiently and properly reflect the accuracy of amounts billed to CHOICE during the performance of this contract and shall retain all such records for six years after the expiration or termination of this Contract. Records involving matters in litigation related to this Contract shall be kept for one year following the termination of litigation, including all appeals if the litigation has not terminated within six (6) years from the date of expiration or termination of this Contract. 15.3 All such records shall be subject at reasonable times and upon prior notice to examination, inspection, copying, or audit by personnel so authorized by the HBE, the HBE Navigator Project Manager and/or CHOICE, state and federal officials so authorized by law, rule, regulation or contract, when applicab,le, during the term and during the six (6) year period thereafter. During the term, the access to these items will be provided within Thurston County. During the six (6) year period after the term, delivery of and access to these items will be at no cost to HBE or CHOICE. HBE and CHOICE's personnel shall be accompanied by Subcontractor personnel at all times during any such examination, inspection, review or audit. Subcontractor will make no charges for services rendered in connection with an audit requested by HBE. Subcontractor shall be responsible for any audit exceptions or disallowed costs incurred by. 15.4 Subcontractor shall incorporate in its subcontracts this section's records retention and review requirements. Work Plan and Deliverables 16 Deliverables -General 16.1 Subcontractor shall provide CHOICE with the Deliverables on or before the applicable Delivery Dates in the Work Plan or as mutually agreed upon in writing and this Contract. Subcontractor shall use the Specifications, the Work Plan, any Deliverables already accepted by CHOICE, Subcontractor's expert knowledge, and this Contract as the basis for the Deliverables. 16.2 All Deliverables shall be subject to CHOICE's Acceptance Process, including without limitation, Deliverables provided pursuant to Change Orders. CHOICE's review of Deliverables shall be in accordance with the time frames set forth in Schedule I Services and Deliverable Schedule. 17 Work Plan 17.1 The Work Plan shall consist of CHOICE's Work Plan as submitted to the HBE, with input from Subcontractor. The Work Plan provides: a. Community outreach-awareness plan, including target populations, strategies for reaching the target population, and projected timeline (month/year); number of community events planned, types of groups to be targeted, and projected timeline (month/year); language access strategies, and unpaid outreach/awareness partners. b. Performance monitoring: the process and frequency of reviewing the organization's effectiveness of service and addressing areas for improvement. 172 CHOICE shall update the Work Plan throughout the Project to accurately, reflect the status of activities, tasks, events, Services, and projected Schedule for such activities, tasks, events and Services as identified by Subcontractor. Unless otherwise specifically agreed to in writing, CHOICE's agreement to a change of the Work Plan shall not relieve Subcontractor of liability for damages arising from such failures to perform its obligations as required herein. Z�—HOIFFiegion—al Heald _Network In-Person Assister Subcontractor Contract # HBE-075-05 Page 9 18 Representation By submitting a Deliverable, or reporting the successful implementation of represents that, �m�b�hcx n{��koo�l�6oc it ��ano��c��t$o�s io Service, --~—^~~~" ' _�_. ,____.~� anuizocrUzu vvUl.bnuouocd with other toyka oz�c dbc�mco�oa�uu*mndo1�o#N��amta�odor ---- ` ___, _ Specifications __ _' �ocrrouzmbuthis Contract. By umcnoddimnm0v giving Acceptance for m Deliverable, CHOICE represents Drily that it has reviewed the Deliverable and detected mmDefisisooieonf sufficient gravity 1V defeat or substantially threaten the attainment of tbuao o��r�n �� to �anm�� withholdifor the work completed. ng ngorAcnq»taucs 19 Acceptance Process for Deliverables 19.1 Upon reoebo of a Deliverable and Confirmation from Subcontractor that the Deliverable meets its Specifications, CHOICE will provide Acceptance for u Deliverable i{it has nmDeficiencies. If f° a Defioiemcyio0onodCBOICEwiUootifvSoboomLmactoc Subcontractor shall correct Dc§oi^~icm and resubmit u corrected Deliverable to CHOICE and CHOICE will review the Deliverable `~ verify whether the the Deficiencies have been corrcc^ ed . Subcontractor's time for correcting ond(IODCl`u review of Deliverables shall hcim aoconJuouc with the thrieframes set in the Work Plan. If time periods for correcting Deficiencies by Subcontractor and reviewing corrected Deliverables are not in the Work Plan, each such time period shall be ten Business [)m}m. 192 If Subcontractor im unable tp correct all Deficiencies within the number o[davuindiou�diothe Work Plan the I)e�vorab�"uscheduled orif000ucb ' �is[n the Work Plan, within 6 0duvxfrnonuubscheduled A cceptmocc,[IODC£nm}(u4itonpti o: (m)continue review mf the Deliverable and require Subcontractor 1m continue until Defioic:- are corrected or eliminated; (b) request Subcontractor 1oprovide, at its expense, a replacement nr alternative Deliverable for further review; mr(c) after completion o[ the process set forth io this Section Uy and providing Notice of Breach to Subcontractor, terminate this Contract wodescribed in 3ectioo 42 Termination for Subcontractor's Breach. Additional Subcontractor Responsibilities 20 IIBE and CHOICE Property 20.1 Ownership Title to all Property fumishedhvDBEmrCHOICE shall remain with H0EorCHOICE, 20.2 Use of Property Any ��o �8�um�u�o ��u��o��iuup�v��h�� _,_� _ ^ , __-_,or approved im writing by the CHOICE Program Manager, housed only for the performance of its obligations under and subject to the terms of this Contract. 20 3 Damage to Property Subcontractor shall protect and boresponsible for any loss, destruction, or ka w��u��m�is��6vS�bco�mt�`m��U�mdmon�u �� ~ -`r~s ' _, uc� �-xgqz acts or pn-dmmimoumr from the failure onthe part of Subcontractor tw maintain and administer that Property 6u accordance with sound management practices. Notwithstanding anything biog tntbc contrary herein, Subcontractor shall be liable to CHOICE for any damages from damage 10 Property, v/bidb dnnoogeo result from or are ouooed by Subcontractor's willful rnisconduct or negligence. Subcontractor shall ensure that the Property im returned tn CHOICE in like condition im that iu which it was furnished io Subcontractor, reasonable wear ma dtear cxscptmd. CHOICE Regional Health Network In-Person xosiute,Subcontractor Contract # Page 10 -- '7~ ~` Subcontractor shall repair or make good any such damage, destruction or loss at any CHOICE Site, and shall do so without requesting contribution from CHOICE or assistance from CHOICE officers or employees, 20.4 Notice of Damage Upon the loss of, destruction of, or damage to any of the Property, Subcontractor shall notify the CHOICE Program Manager thereof and shall take all reasonable steps to protect that Property from further damage. 20.5 Surrender of Property Subcontractor shall surrender to CHOICE all Property upon the earliest of completion, termination, or cancellation of this Contract. 21 Services 21.1 performance Subcontractor shall perform the Services as described in this Contract in accordance with the Work Plan and to achieve the objectives described in this Contract. 21.2 Necessary Resources Except as specifically provided in Section 13 CHOICE Program Manager, Subcontractor shall provide the personnel and all materials and resources necessary for the performance of the Services 22 Training In accordance with Schedule 4, the CHOICE will coordinate training of Subcontractor staff, including both business process and system training needed to operate as an In-Person Assister. Subcontractor will be responsible for assuring in-Person Assister Organization staff in their service area attend required training. 23 Certification 23.1 Primary Objective CHOICE and Subcontractor agree that In-Person Assister candidates must pass a certification examination administered by the IIBE prior to performing In-Person Assister work.. 24 Warranties 24.1 in-Person Assister Services Subcontractor represents and warrants that'. a. it shall perform all In-Person Assister services required pursuant to this Contract in a professional manner, with high quality; b. It shall give highest priority to the performance of the In-Person Assister services; and c. Time shall be of the essence in connection with performance of the In-Person Assister services. d. Subcontractor shall immediately correct any aspect of the [n-Person Assister Services which are not in compliance with such representations and warranties at no cost to CHOICE. 24,2 Deliverables Subcontractor represents and warrants that each Deliverable, including without limitation the In-Person Assister services, shall meet its Specifications as provided herein following its linplernentaton and Acceptance. Subcontractor shall immediately correct each of the CHOICE Regional Health NetWQTk In-Person Assiste er I I BE Subcontractor Contract 4 H-075-05 Pag Deliverables that does not meet its Specifications as provided herein, 24.3 Power and Authority Subcontractor represents and warrants that it has the full power and authority to grant to CHOICE the rights described in this Contract without violating any rights of any third party and that there is currently no actual or threatened suit by any such third party based on an alleged violation of such rights by Subcontractor. Subcontractor further represent, and warrants that the person executing this Contract for Subcontractor has actual authority to bind Subcontractor to each and every term, condition and obligation to this Contract, and that all requirements of Subcontractor have been fulfilled to provide such actual authority, 24.4 Registration Subcontractor represents and warrants that it shall comply with all applicable local, State, and federal licensing, accreditation and registration requirements and standards necessary in the perforniance of the Services, including without limitation the provisions of RCW 19-02, 24.5 Authorization Contractor represents and warrants that: The execution, delivery and performance of this Contract has been duly authorized by Contractor and no approval, authorization or consent of any governmental or regulatory agency is required to be obtained in order for Contractor to enter into this Contract and perform its obligations under this Contract; Contractor is duly authorized to Conduct business in and is in good standing in each Jurisdiction in which Contractor will conduct business in connection with this Contract; and Contractor has obtained all licenses, certifications, permits, and authorizations necessary to perform the Services under this Contract and currently is in good standing with all regulatory agencies that regulate any or all aspects of Contractor's performance of the Services. Contractor will maintain all required certifications, licenses, permits, and authorizations during the term of this Contract at its own expense. 25 Ability To Perform Subcontractor represents and warrants that: Subcontractor has the financial stability to carry out the responsibilities of an ha- Person Assister, including Operations during any period of this Contract Subcontractor has the financial resources to fund the capital expenditures required under the Contract without advances by CHOICE or assignment of any payments by CHOICE to a financing source; and Subcontractor's methods of accounting are consistent with generally accepted accounting principles and are capable of segregating costs by budget categories and fund sources. 26 General Responsibilities 26.1 The Subcontractor shall provide the In-Person Assister services as described in this section. 26.2 The CIIOICF will oversee the Subcontractor. Subcontractor shall perform these Services as part of a In-Person Assister tasks set forth in Schedule I Services and Deliverable Schedule. CHOICE Regional Health Network In-Person Assister Subcontractor Contract # HBE-075-05 Page 12 27 Performance Standard Measurement 27.1 Subcontractor shall comply with the Performance Standards set forth in Schedule 2 -Performance Standards. 27.2 Multiple data collection methods will be used for tracking and reporting on key performance measures. 27.3 If Subcontractor progress toward enrollment targets is unsatisfactory or Subcontractor is performing below average, CHOICE may require the Subcontractor to collaborate in developing strategies for improving performance. 27.4 in accordance with Section 43, CHOICE may terminate the contract if the Subcontractor fails to make satisfactory progress toward performance targets and/or continues performing below average for six consecutive months. 27.5 HBE reserves the right to perform an on-site program review with 14 days' advance notice to a Lead or in-Person Assister Organization. 28 Program Integrity program integrity shall be assured by reducing the risk of misconduct, including verifying In-Person Assisters meet established credentials and qualifications, including: 0 Required competencies 0, Completion of required training • Verification of language proficiencies other than English (if any) • Acknowledgement of a Conflict of Interest Statement • Background check Additional measures shall include ensuring consumer-, have an easy and transparent way to file complaints, periodic monitoring of Subcontractor activities, or surveying consumers about the services received. 29 General Indemnity Subcontractor shall, at its expense, indemnify, defend, and hold CHOICE, its employees, officers, directors, Subcontractors and agents harmless from and against any losses, liabilities, damages, penalties, costs, fees, including without limitation reasonable attorneys' fees, and expenses from any claim or action, including without limitation for property damage, bodily injury or death, caused by or arising from the negligent acts or omissions or willful misconduct of Subcontractor, its officers, employees, or agents, CHOICE shall promptly give Subcontractor notice of such claim. CHOICE agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant Subcontractor sole control of the defense and all related settlement negotiations. However, if principles of governmental or public law are involved, the CHOICE may participate in the defense of any such action, but no costs or expenses shall be incurred for the account of Subcontractor without Subcontractor's written consent. 30 Insurance 30.1 Subcontractor shall, during the term of this Contract, maintain in full force and effect, the insurance described in this section. Subcontractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the state of Washington and having a rating of A-, Class VII or better, in the most recently published edition of Best's Reports, In the event of cancellation, non-renewal, revocation or other termination of any insurance I-1010E Re&nal Health Network' In-Person Assister Subcontractor Contract # HBE-075-05 Page 13 coverage required by this Contract, Subcontractor nhul I provide written notice ofmohN CHOICE within one (l) Business Day mf Subcontractor's receipt ofsoobnotice. Failure 1obuy and maintain the required bumuzunoomaaynzuu1tiotbiuCwnLruot'ytcrcoivatimm. 30.2 The minimum acceptable limits shall buuy indicated below for each wI the &ol|mnrmg categories: u. Commercial General Liability covering the risks of bodily injury (imc1odingdea&) property dmrongoand personal injury, including coverage for contractual |i'bilii}� v/itho8`!tnfnot loom than $lniDion per nccu�cuce/$2miDiVn general aggregate; ~^� b, Business Automobile Liability (ownod, hired, »rnmn-uo/ooj)covering the�xkuof bodily injury (including dexU�and prmyedydumoage,including coverage for cwo1 ou ]iu6Uity, ��iUb oI not less than $lndOioo per aooiie�; ` ""uu� c, Employers Liability insurance covering the riskaof 's employees' bodily injury by accident or disease with limits of not less than S I million per accident for bodily injury by accident and $1 million per employee for bodily injury by disease; d, Umbrella policy providing excess limits over the primary policies iu� amount not less than $3 million; e. Professional Liability Errors and Omissions, with m deductible not toexceed $25U0V conditioned upuu8�tioo30.3belon/, and cov�ru��w[on�lo�xtboo�Iu��Uau per ^ ' � oocurr�uoc/�4 ou/Uiongeuen*Iaggregate; and ---- f. Crime Coverage with a deductible not io exceed $|00,000, conditioned upon Section 303 and coverage mf not less than $loi\Uou single Undtper occumercuand $2od}Goobzdz� ` m��rc�mi� vvbiubshall ogmoioiozoou cover occu�encuafalling iu the bmUuvvl categories: �� ----~ ` z�[nmp�# Fn�x1;Forgery; ��nncyand 3oun�ticn;and Employee Dishonesty. 30.3 For Professional Liability Errors and Omissions Coverage and Crime Coverage, Subcontractor shall continue such coverage for six (6) years beyond the expiration or termination of tills Contract, naming CHOICE uoau additional insured and providing CHOICE with ceUifioutcuof insurance mmun annual basis. 30.4 Prerr�iuom on all insurance policies shall ho paid by Subcontractor. Such insurance pp|iuiuo provided for CHOICE pursuant to this Section shall expressly name CHOICE as additional insured and provide that lL shall not be revoked by the insurer until 30 days Notice nfintended revocation thereof shall have first been given tm CHOICE 6v such insurer. 30.5 bzmzruoue policies shall not be canceled oromzrcnuwedio scope nfcoverage without provision for equivalent substitute insurance and such cancellation ornmmenpwalshall not take place or reduced in scope of coverage until five business days' written Notice has been given to CHOICE, attention CHOICE Project Manager, and Subcontractor has replacement insurance polic(ics) in place that satisfy the requirements set forth in this Section30. Subcontractor's insurance policies shall not ho reduced io scope without ClfC)}CE'xprior written consent. 30.6 Subcontractor shall notify CHOICE immediately if any aggregate insurance limit is nmuecded In such event, additional coverage must be purchased 1* meet requirements 30.7 Subcontractor agrees to waive all rights Of subrogation against CHOICE for losses arising from services performed hy Subcontractor under this Contract, 30.8 All insurance provided by Subcontractor shall bo primary moiouoymthcriowuraouoor*c}f- insurance programs afforded to or maintained by the CHOICE and shall include a severability of interests (cross-liability) provision. 30.9 Subcontractor shall furnish 0oCHOICE copies mf certificates ufal] insurance within ��G��|��Cm��'uE��i�0yo u� copies - CHOICE Reg�onal Health Network In-Person Assister Subcontractor Contract# I IBE-075-05 Page 14 all required insurance within thirty (30) days after the renewal date. These certificates of insurance must expressly indicate compliance with each and every insurance requirement specified in this section, Failure to provide evidence of coverage may, at CHOICE's sole option, result in this Contract's termination. 30-10 By requiring insurance herein, CHOICE does not represent that coverage and limits will be adequate to protect Subcontractor. Such coverage and limits shall not limit Subcontractor's liability under the indemnities and reimbursements granted to CHOICE in this Contract. 31 Industrial insurance Coverage Prior to performing work under this Contract, Subcontractor shall provide or purchase industrial insurance coverage for its employees, as may be required of an "employer" as defined in Title 51 RCW, and shall maintain full compliance with Title 51 RCW during the course of this Contract. CHOICE will not be responsible for payment of industrial insurance premiums or for any other claim or benefit for Subcontractor, or employee of Subcontractor, which might arise under the industrial insurance laws during the performance of duties and services under this Contract. Changes 32 Change Order Process 32,1 Change Requests CHOICE may request changes within the scope of the Contract at any time by a written Change Request substantially in the form of Schedule 5 Change Request Form. Such changes may include, without limitation, revisions to In-Person Assister services or deliverables. Subcontractor shall respond in writing to a Change Request within 10 Business days of receipt. The Subcontractor Project Manager and the CHOICE Program Manager shall negotiate in good faith and in a timely manner as to the cost for change orders and the impact on the Schedule of any Change Request. Subcontractor may also submit a Change Request to CHOICE to propose changes that should be made within the scope of the Contract. Any such Change Request shall include proposed costs and Schedule impacts CHOICE will attempt to respond to such Change Requests from Subcontractor within 10 days of receipt. 32.2 Termination If Subcontractor fails or refuses to perform its Services pursuant to a Change Order, Subcontractor shall be in material breach of this Contract, and CHOICE shall have the right to terminate the Contract for such breach. Disputes and Remedies 33 Dispute Resolution 33.1 Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order or other provisional remedy to preserve the status quo or prevent irreparable harm, the parties agree to attempt in good faith to promptly resolve any dispute, controversy or claim arising out of or relating to this Contract, including but not limited to payment disputes, In-Person Assister Subcontractor Contract ft 11BE-075-05 CHOICE Rgwn1FIcalth Network Page 15 First through negotiations between senior management of the parties and second, '[trough the dispute resolution process set forth below, 33.2 If the dispute has not been resolved by negotiations between senior management cif the parties within 30 calendar days of initiating such negotiations, either party may initiate the following procedure by preparing ng a written description of the dispute and delivering it to the other party, 33.3 The responding party shall respond to the initiating party's description of the dispae in writing within five (5) Business Days of receipt thereof. The initiating party shall then hale five (5) Business Days to review the response. If after this review resolution cannot be reahed, both parties shall have five (5) Business Days to negotiate in good faith to resolve the c1spute, 33.4 If the dispute cannot be resolved after five (5) Business Days, a Dispute Resolutioil Panel may be requested in writing by either party who shall also identify the first panel member. Within five (5) Business Days of receipt of the request, the other party will designate a panel member. Those two panel members will appoint a third individual to the dispute resolution panel within the next five (5) Business Days, 33,5 The Dispute Resolution Panel will review the written descriptions of the dispute, 9,ither additional information as needed, and render a decision on the dispute in the shortest practical time. 316 Each party shall bear the cost for its panel member and share equally the cost of the third panel member. 33.7 CHOICE and Subcontractor agree that, the existence of a dispute notwithstanding, they will continue without delay to carry out all their respective responsibilities under this Contract that are not affected by the dispute. 33.5 If the subject of the dispute is the amount due and payable by CHOICE for Services being provided by Subcontractor, Subcontractor shall continue providing Services pending resolution of the dispute provided CHOICE pays Subcontractor the amount CHOICE, in good faith, believes is due and payable, and places in escrow the difference between such amount and the amount Subcontractor, in good faith, believes is due and payable. 34 Additional Rights and Remedies 34.1 Withiholding Payments If Subcontractor fails to deliver Deliverables or to provide In-Person Assister Services that satisfy Subcontractor obligations hereunder, CHOICE shall have the right to withhold any and all payments due hereunder, but only to the extent of the amount in dispute. CHOICE may withhold any such payments without penalty or work stoppage by Subcontractor until such failure to perform is cured. 34.2 Reductions in Payments Due Amounts due CHOICE by Subcontractor, including but not limited to liquidated or other damages, or claims for damages, may be deducted or set off by CHOICE from any money payable to Subcontractor pursuant to this Contract. 34.3 Cover If, in the reasonable judgment of CHOICE, a default by Subcontractor is not so substantial as to require termination, reasonable efforts to induce Subcontractor to cure the default are unavailing, Subcontractor fails to cure such default within ten days of receipt of Notice from CHOICE, and the default is capable of being cured by CHOICE or by another resource without unduly interfering with continued performance by Subcontractor, CHOICE may, without prejudice to any other (.'I IOICE Regional Health Network In-Person Assister Subcontractor Page 16 Contract # HBE-075-05 remedy it may have, provide or procure the Services reasonably necessary to cure the default, in which event subcontractor shall reimburse CHOICE for the reasonable cost of the Services in default. in addition, Subcontractor must cooperate with these resources in allowing access to the Software. 34.4 Performance Standards If the in-Person Assister Service fails to meet Performance Standards during the Implementation period and while Subcontractor is providing In-Person Assister Services, Subcontractor shall revise, modify, correct, reconfigure, and upgrade the services at no additional cost to CHOICE in order to provide a solution that complies with such Performance Standards. Failure to remedy shall be subject to Section 43 Termination for Subcontractor's Breach, at the option of CHOICE, 34.5 Suspension for Convenience CHOICE shall have the right at any time to order the Services of Subcontractor fully or partially stopped for its own convenience for up to 15 consecutive days. Subcontractor will receive Notice of the reasons for such an order. The Schedule shall be delayed on a day-for-day basis to the extent CHOICE has issued a stop work order to Subcontractor and such stop work order is causing delays in completing Services. 34.6 Limitation of Liability The parties agree that neither Subcontractor nor CHOICE shall be liable to each other, regardless of the form of action, for consequential, incidental, indirect, or special damages except a claim related to bodily injury or death, or a claim or demand based on patent, copyright, or other intellectual property right infringement, in which case liability shall be as set forth elsewhere in this Contract. This section does not modify any sections regarding other conditions as are elsewhere agreed to herein between the parties. The damages specified in Section 45 Termination Remedies and Section 15 Records Retention and Access Requirements are not consequential, incidental, indirect, or special damages as those terms are used in this section. 34.7 Neither Subcontractor nor CHOICE shall be liable for damages arising from causes beyond the reasonable control and without the fault or negligence of either Subcontractor or CHOICE. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of a governmental body other than CHOICE acting in either its sovereign or contractual capacity, war, explosions, fires, floods, earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case the delays must be beyond the reasonable control and without fault or negligence of Subcontractor or CHOICE. 34,8 Neither party shall be liable for personal injury to the other party or damage to the other party's property except personal injury or damage to property proximately caused by such party's respective fault or negligence. Confidential Information and Proprietary Information 35 Confidential Information and Proprietary Information 35.1 Access and Protection During the term of this Contract, Subcontractor and CHOICE will have access to and become acquainted with each party's Confidential Information and Proprietary Information, CHOICE and Subcontractor, and each of their officers, employees and agents, shall, subject to state laws and regulations maintain all Confidential Information of the other party and all Proprietary Information Contract # HBE-075-05 R�portal Health Network in-Person Assiste Subcontractor Pagers 7 in the same manner as it protects the confidentiality of its own con fi dential or proprietary information of like kind, but in no event with less than reasonable care. Neither party will at any time use, publish, reproduce or disclose any Confidential or Proprietary Information, except to authorized employees, Subcontractor's, and agents under confidentiality requirements no less restrictive than this Section 36 who require such information to perform obligations under this Contract. Both parties shall take steps to safeguard the other party's Confidential Information and Proprietary Information against unauthorized disclosure, reproduction, publication or use in accordance with applicable federal and state law and this Section 36. Except for disclosures pursuant to Section 37 below, each party agrees that prior to disclosing any Proprietary Information or Confidential Information of the other party to any third party- the third party will be required to execute a nondisclosure agreement in a forrn substantially the same Schedule 6 Non- Disclosure Agreement prior to accessing such information. In addition to the requirements expressly stated in this Section 35, Subcontractor will comply with any policy, rule, or reasonable requirement of CHOICE that relates to the safeguarding from disclosure of information relating to personal information, Subcontractor 4s operations, or the Services performed by Subcontractor under this Agreement, 36 Pub�lic Records Act and SUBCONTRACT'OR's Proprietary Information Subcontractor acknowledges that CHOICE is subject to chapter 42,56 RCW and that this Contract shall be a public record as defined in chapter 42.56 RCW. Any specific informatiOn that is claimed by Subcontractor to be Confidential Information or Proprietary information must be clearly identified as such by Subcontractor. To the extent consistent with chapter 42.56 RCW, CHOICE' shall maintain the confidentiality of all such information marked Confidential or Provrietarv. If a public disclosure request is made to view Subcontractor's Confidential or Proprietary Information, CHOICE will notify Subcontractor of the request and of the date that such records will be released to the requester unless Subcontractor obtains a court order from a court of competent jurisdiction enjoining that disclosure. If Subcontractor falls to obtain the court order enjoining disclosure, CHOICE will release the requested information on the date specified. 37 Security Requirements • Subcontractor shall comply with all applicable security standards, practices, laws and procedures related to the information processed in the Wshington Healthplanfinder including without lit-nit Payment Card Industry Data Security Standards (PCI DS S), Section 6103 of the Internal Revenue Code. Additionally, Subcontractor shall comply with the HBE Data Security requirements set out in Schedule 7 Data Security Requirements and with other Federal, State or HBE security standards, practices and procedures that shall have been provided to Subcontractor in writing. Subcontractor shall implement techluical, administrative and physical safeguards to prevent the unauthorized disclosure of Confidential Information, CHOICE reserves the right to monitor, audit or investigate Subcontractor's use Of CIJOICEs Confidential Information collected, used, or acquired by Subcontractor under this Contract. Such monitoring, auditing or investigative activities may include without limitation Salting databases. 39 Return of Confidential and Proprietary Information Subject to record retention laws each party on termination or expiration of this Contract shall CHOICE Regional Health Network In-Person Assister Subcontractor Page 18 Con tract # H BF-075-05 promptly return to the disclosing party all of the disclosing party's Confidential Information and Proprietary Information, including copies thereof. 40 Injunctive Relief and Indemnity a) Subcontractor shall immediately report to CHOICE any and all unauthorized disclosures or uses of HBE's Confidential Information or Proprietary Information of which it or its staff is aware or has knowledge. Subcontractor acknowledges that any publication or disclosure of HBE's Confidential Information of Proprietary Information to others may cause immediate and irreparable harm to HBE. If Subcontractor should publish, use or disclose such Confidential information or Proprietary Information to others without authorization, HBE shall immediately be entitled to injunctive relief or any other remedies to which it is entitled under law or equity without requiring a cure period. Subcontractor shall assume complete responsibility for notification of affected parties, and be liable for all associated costs incurred by CHOICE or HBE in responding to or recovering from the unauthorized disclosures or uses of HBE's Confidential Information or Proprietary Information. Subcontractor shall indemnify and hold HBE and CHOICE harmless from all damages, costs, liabilities and expenses, (including without limitation reasonable attorneys' fees and costs of notification) caused by or arising from Subcontractor's failure to fulfill its obligations related to HBE's Confidential Information or Proprietary Information. b) CHOICE will immediately report to Subcontractor any and all unauthorized disclosures or uses of Subcontractor's Confidential Information or Proprietary Information of which CHOICE is aware or has knowledge. CHOICE acknowledges that any publication or disclosure of Subcontractor's Confidential Information to others may cause immediate and irreparable harm to Subcontractor, If CHOICE should publish or disclose such Confidential Information to others without authorization, Subcontractor shall immediately be entitled to injunctive relief or any other remedies to which it is entitled under law or equity without requiring a cure period. 41 Exceptions to Confidential Information or Proprietary Information The following information shall not be considered Confidential Information or Proprietary Information for the purposes of this Agreement: a) information previously known when received from the disclosing party; b) Information freely available to the general public; c) Information that now is or hereafter becomes publicly known by other than a breach hereof, d) Information that is developed by one party independently of any disclosures made by the other party of such information; or c) Information that is disclosed by a party pursuant to subpoena or other legal process and as a result becomes lawfully obtainable by the general public. Contract Termination 42 Termination for Subcontractor's Breach If Subcontractor materially breaches this Contract, then CHOICE shall give Subcontractor written Notice of such breach. Subcontractor will correct the breach within 30 days of receipt of such Notice. If the breach Is not corrected, this Contract may be terminated immediately, in whole or in part, by Notice from CHOICE to Subcontractor. The option to terminate shall be at the sole discretion of CHOICE. if Subcontractor is unable to meet In-Person Assister Services Perfonnance Standards, as described in __N In-Person Assister Subcontractor Contract # HBE; Network Page 19 Sections 25 and Schedule 2 Performance Standards, or correct Deficiencies in a Deliverable, as described in Section 19, CHOICE shall have the right to irnmediately terminate this Contract, in whole or in part, without penalty or liability to CHOICE, with such a termination being deerried a termination due to the default of Subcontractor hereunder, and return the Deliverable to Subcontractor. If CHOICE temiinates this Contract tinder this Section, Subcontractor shall, within 20 days, refund to CHOICE all payments made to Subcontractor for the returned Deliverable and In- Person Assister Services rendered therefor and all previous Deliverables that have received Acceptance and Services rendered therefor and that are returned with the rejected Deliverable, 43 Termination for Conflict of Interest CHOICE may terminate this Contract under Section 43 by Notice to Subcontractor if CTIOICE determines, after due notice and examination, that any party has violated chapter 42.52 RC w, Ethics in Public Service, or any other laws regarding ethics in public acquisitions, procurement and performance of contracts, or delivery of In-Person Assister Services. 44 Termination for CHOICE's Nonpayment If CHOICE fails to pay Subcontractor undisputed Charges when due under the Contract and fails to make such payments within 90 days of receipt of Notice from Subcontractor of the failure to make such payments, Subcontractor may, by giving Notice of Termination to CHOICE, terminate this Contract as of a date specified in the Notice ot"Fen-nination. Subcontractor shall not have the right to terminate the Contract for CHOICE's breach of the Contract except as provided in this Section. 45 Termination Remedies 45.1 In the event of termination of this Contract by CHOICE under Sections 43-45, CHOICE shall, in addition to its other available remedies, have the right, to procure the In-Person Assister Services and Deliverables that are the subject of this Contract on the open market and Subcontractor shall be liable for all damages, including, but not limited to. (i) the cost difference between the original Contract price for Services and the replacement costs of such Services acquired from another vendor; and (ii) if applicable, all administrative costs directly related to the replacement of this Contract, such as costs of competitive bidding, mailing, advertising, applicable fees, charges or penalties, and staff time costs. 452 If it is determined for any reason the failure to perform is not within the Subcontractor's control, fault, or negligence, the termination by CHOICE shall be deemed to be a termination for convenience under Section 46. 46 Termination for Convenience 46.1 When, at the sole discretion of CHOICE, it is in the best interest of the CHOICE" CHOICE may tern-imate this Contract, in whole or in part for CHOICE's convenience, by 30 days Notice to Subcontractor. 46.2 During this 30 day period, Subcontractor shall wind down and cease its Services as quickly and efficiently as reasonably possible, without perforining unnecessary Services or activities and by minimizing negative effects on CHOICE from such winding down and cessation of Services. if this Contract is so terminated, CHOICE shall be liable only for payment in accordance with the terms of this Contract for Services satisfactorily rendered prior to the effective date of termination. 46.3 In case of such termination for convenience, CHOICE will pay to Subcontractor the agreed upon Purchase Price for Deliverables for which Acceptance has been given by CHOICE, CHOICE Regional Flealth Network In-Person Assister Subcontractor Contract # HBE-075-0-5 Page 20 amounts for In-person Assister Services provided prior to the date of termination for which no separate price Is stated and that are not associated with or related to a specific Deliverable for which Acceptance has been given. The amounts for such hi-Person Assister Services and Deliverables in development but not accepted will be costs actually and reasonably incurred by Subcontractor therefor, as based on the hourly rate in the Proposal, but such costs shall be no greater than the final Purchase Price for each Deliverable. In addition, CHOICE agrees to compensate Subcontractor for reasonable and necessary costs that were incurred by Subcontractor on this Project, as a result of CHOICE's termination for convenience, for undepreciated or unamortized equipment and software licenses, early tennination of leases, and other reasonable and necessary Project-related expenses, subject to CHOICE's reasonable judgment and the availability of State and Federal funds and receipt of supporting documentation from Subcontractor. 47 Termination for Withdrawal of Authority In the event that the authority of CHOICE to perform any of its duties, is withdrawn, reduced, or limited in any way after the commencement of this Contract and prior to normal completion, CHOICE may terminate this Contract under Section 46 in whole or in part. This Section shall not be construed so as to permit CHOICE to terminate this Contract in order to acquire similar Services from a third party. 48 Termination for No�nallocation of Funds If funds are not allocated to continue this Contract in any future period, CHOICE may terminate this Contract under Section 46. CHOICE will not be obligated to pay any further Purchase Prices or Charges for hi-Person Assister Services for future periods, but CHOICE shall make payments for In- person Assister services, Deliverables and Contractor's costs as provided in Section 49.3, subject to CHOICE's availability of funding therefor. CHOICE agrees to notify Contractor of such nonallocation at the earliest possible time. No penalty shall accrue to CHOICE in the event this Section shall be exercised. 49 Termination Procedure. 49,1 Upon termination of this Contract, CHOICE, in addition to any other rights provided in this Contract, may require Subcontractor to deliver to CHOICE any Property, Deliverables and Data, for such part of this Contract as has been terminated. 49.2 After receipt of a Notice of Termination, and except as otherwise directed by CHOICE, Subcontractor shall: a) Wind down and cease its Services as quickly and efficiently as reasonably possible, without performing unnecessary Services or activities and by minimizing negative effects on CHOICE from such winding down and cease Services on the date, and to the extent specified, in the Notice; b) Place no further orders or subcontracts for materials, Services, or facilities except as may be necessary for completion of such portion of the work under this Contract that is not terminated; c) As soon as practicable, but in no event longer than 30 days after termination, terminate its orders and subcontracts related to the work which has been terminated and settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of CHOICE to the extent required, which approval or ratification shall be final for the purpose of this Section; C}ICICE Regional [.Iealtb Network In-Person Assister Subcontractor Contract 4 HBE-075-05 Page 21 d) Continue performance of such part of this Contract as shall not have been teminated by CHOICE; e) Take such action as may be necessary, or as the In-Person Assister Project Manager may direct, for the protection and preservation of any Property related to this Contract which is in the possession of SUBCONTRACTOR and in which CHOICE has an interest; f) Transfer title to CHOICL" and deliver in the manner, at the times, and to the e)"tent directed by the In-Person Assister Project Manager, any Property that is required to be fb'aished to CHOICE and that has been accepted or requested by CHOICE; and g) Provide written certification to CHOICE that SUBCONTRACTOR has surrelidered to CHOICE all such property. 49.3 Upon expiration of the Contract or Subcontractor's receipt of Notice of Termination of the Contract by CHOICE, Subcontractor will provide any turnover assistance Services necessary to enable CHOICE or its designee to effectively close out the Contract and move the Work to another vendor or to perform the work by itself. Within ten days of receipt of t1le Notice of usable Termination, Subcontractor shall provide, in machine readable form, an up -to- date, ab , copy of the Data in a format as required by CHOICE and a copy of all documentation needed by CHOICE to continue the Service with another provider, and to utilize the Data. Subcontractor will ensure that all consents or approvals to allow Subcontractor to provide the assistance required following termination or expiration have been obtained, on a contingent basis, in advance and will be provided by the applicable third parties at no cost or delay to CHOICE, General Provisions 50 Assignment Subcontractor may not assign or transfer this Contract or any of its rights hereunder, or delegate any of its duties hereunder, without the prior written consent ofHBE and CHOICE, s Chief Financial Officer, provided that any permitted a ssigm-nent shall not operate to relieve Subcontractor of any of its duties and obligations hereunder, nor shall such assignment affect any remedies available to CHOICE' that may arise from any breach of the provisions of this Contract or warranties made herein including but not limited to, rights of setoff. With HBE written consent, CHOICE may assign this Contract to any organization that is both capable and authorized to Provide Ili-Person Assister services within the political boundaries of the State of Washington. Any attempted assignment, transfer or delegation in contravention of this Section of the Contract shall be null and void, This Contract shall inure to the benefit of and be binding on the parties hereto and their permitted successors and assigns. 51 Authority Neither party shall have authority to bind, obligate or commit the other party by any representation or promise without the prior written approval of the other party. 52 Binding Effect Each party agrees that the Contract binds it and each of its ?I employees, agents, independent Subcontractors, and representatives, 53 Compliance With Civil Rights Laws During the performance of this Contract, Subcontractor shall comply with all federal and applicable State nondiscrimination laws, including but not limited to: Title VII of the Civil Rights Act, 42 CHOICE Regional Health Network In-Person Assister Subcontractor Contract # HBE-075-05 Page 22 U.S.C. §12101, etseq.; the Americans with Disabilities Act (ADA); and Title 49.60 RCW, Washington Law Against Discrimination. In the event of Subcontractor'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 by CHOICE under Section 42 Termination fear Subcontractor's Breach, and Subcontractor may be declared ineligible for further contracts with CHOICE. 54 Compliance with HEALTH BENEFIT EXCHANGE Standards Subcontractor will comply with all appropriate HBE operations and process standards and policies (ethics, Internet / email usage, security, harassment) as published. Failure to comply may result in Contract termination. CHOICE will make an electronic copy of all such policies available to Subcontractor. 55 Counterparts This Contract may be executed in counterparts or in duplicate originals. Each counterpart or each duplicate shall be deemed an original copy of this Contract signed by each party, for all purposes. 56 Covenant Against Contingent Fees 56.1 Subcontractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon any contract or understanding for a corm-nission, percentage, brokerage, or contingent fee, except bona fide employees or a bona fide established commercial or selling agency of Subcontractor, 56.2 In the event of breach ' of this Section by Subcontractor, CHOICE shall have the right to either annul this Contract without liability to CHOICE, or, in CHOICE's discretion, deduct from payments due to Subcontractor, or otherwise recover from Subcontractor, the full amount of such commission, percentage, brokerage, or contingent fee. 57 Debarment and Suspension Subcontractor certifies to CHOICE that it and its principals are not debarred, suspended, or otherwise excluded from or ineligible for, participation in federal or State government contracts. 58 Entire Agreement This Contract sets forth the entire agreement between the parties with respect to the subject matter hereof and understandings, agreements, representations, or warranties not contained in this Contract or a written Change Order or amendment hereto shall not be binding on either party. 59 Governing Law This contract shall be governed in all respects by the law and statutes of the State of Washington, without reference to conflict of law principles. The exclusive jurisdiction and venue of any action hereunder shall be in the State courts of Thurston County, Washington. Subcontractor accepts the personal jurisdiction of such courts. 60 Independent Status of Subcontractor The parties hereto, in the performance of this Contract, will be acting in their individual, corporate or governmental capacities and not as agents, employees, partners, joint venturers, or associates of one In-Person Assister Subcontractor Contract # I-IBE-075-05 CHOICE egional c,,ilth Network Page 23 another. The parties intend that an independent Subcontractor relationship will be created by this Contract. The employees or agents of one party shall not be deemed or construed to be Ifle employees or agents of the other party for any purpose whatsoever. Subcontractor shall not make any claim of right, privilege or benefit which would accrue to an employee under chapter 41.06 RCW or Ttle 51 RCW. 61 Legal and Regulatory Compliance In-Person Assister Services shall comply with all applicable federal and state laws, regulations, codes, standards and ordinances during the term. In the event that any services performed or provided by Subcontractor are subsequently found to be in violation of such laws) regulations, codes, standards and ordinances, it shall be the sole responsibility of Subcontractor to bring the Services into compliance at no additional cost to CHOICE. 62 Licensing Standards Subcontractor shall comply with all applicable CHOICE, state and federal licensing requirements and standards necessary in the performance of this Contract, 63 Lobbying Activities Subcontractor shall comply with all certification and disclosure requirements prescribed by Section 319, Public Law 101-121 (31 U.S.C. § 1352) and any implementing regulations, 64 Modifications and Amendments No modification, amendment, alteration, addition or waiver of any section or condition of this Contract shall be effective or binding unless it is in writing and signed by an authorized representative of Subcontractor and CHOICE. 65 Nonwaiver Except as otherwise specifically provided herein, any failure or delay by either party to exercise or partially exercise any right, power or privilege Linder the Contract shall not be deemed a waiver of any such right, power, or privilege under the Contract. Any waivers granted by CHOICE for breaches hereof shall not indicate a course of dealing of excusing other or Subsequent breaches, Subcontractor agrees that CHOICE's pursuit or nonpursuit of a remedy under this Contract for Subcontractor's breach of its obligations will neither constitute a waiver of any such remedies or any other remedy that CHOICE may have at law or equity for any other occurrence of the sarric or similar breach, nor estop CHOICE from pursuing such remedy. ZIN 66.1 Any notice or demand or other communication required or permitted to be given under this Contract or applicable law shall be effective if and only if it is in writing, properly addressed, and either delivered in person, or by a recognized courier service, or deposited with the United States Postal Service as certified mail, postage prepaid, return receipt requested, or by electronic mail, to the parties at the addresses and e-mail addresses provided in this Section, 66.2 In the event the individual named by a party changes or no longer serves in the capacity provided, the party making such change will provide prompt written Notice of change, To Subcontractor at: Jefferson County Public Health ATFN: Veronica Shaw and to: Jefferson County -Public Health. A17N: Julia Danskin Cf 1010E Regional Health Network In-Person Assister Subcontractor Contract 9 f f 13 E-075-05 Page 24 heridan St. 615 Sheridan St. lownsend, WA 98368 Mailing Address: Port Townsend, WA 98368 We—ridan St. Street Address: 615 Sheridan-St. I �ownsend, WA 98368 PortTownsend, WA 98368 ic�aco.�'efferson,wa,�ts, E-mail Address: idanskin@c9iefferson.wa.us 385-9409 TelTho e: (360 385 -9420 To CHOICE at: in-Person Assister Lead 0 ATTN: CHOICE P"r gran 121' Mailing Address: Oly. 1-21 Street Address: Oly E-mail Address: wci Telephone: (30 and to: r anization In-Person Assister Lead Organization i Manager ATTN: CHOICE Contracts 7 4"' Ave E, Suite 200 Mailing Address: 1217 4th Ave E, Suite 200 mpia, WA 98506 Olympia, WA 98506 7 4" Ave E, Suite 200 Street Address: 12174 1h Ave E, Suite 200 Mpia ss: �, WA 98506 Olympia, WA 98506 E-mail Address: dankew(d),erlin.org 539-7576 x120 Telephone: (360) 539-7576 x116 ............ 66.3 Notices shall be effective upon receipt or 6 Business Days after mailing, whichever is earlier. 66.4 The Notice address as provided herein maybe changed by Notice given as provided above. 67 Notice of Delay When either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Contract, that party shall, within five Business Days, give notice thereof, including all relevant information with respect thereto, to the other party. If a party delays in providing additional information, data, guidance, or approvals which are requested by the other party, or in performing its obligations, the other party may submit claims for damages that are caused by such delays and that are permitted under the Contract. The party submitting the claim shall provide Notice of such claim to the other party prior to filing the claim. 68 Publicity The award of this Contract to Subcontractor is not in any way an endorsement of Subcontractor or Subcontractor's Services by Subcontractor or the Washington Health Benefit Exchange, and shall not be so construed by Subcontractor in any advertising or publicity materials. Subcontractor shall not publish or otherwise distribute for marketing or publicity purposes any of the following materials without the prior written consent of the HBE : all advertising, sales promotion, informational pamphlets, notices, press releases, research reports, or similar publicity material concerning this Project or relating to this Contract wherein Subcontractor or the HBE is mentioned or language used from which the connection of Subcontractor or the HBE therewith may, in HBE's judgment, be inferred or implied. Material developed and made available by the Exchange that has been adapted to add CHOICE logo, contact information or similar modifications does not need to be submitted for approval. 69 Remedies Except as specifically provided herein, no remedy conferred by any of the specific provisions of the Contract is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing 11 HeM C11010E R�egjon'th Network In-Person Assister Subcontractor Contract # HBE-075-05 Page 25 615S Mailing Address: P Port 'I 615 S Street Address: P Port I _�_ E-mail r ron a heridan St. 615 Sheridan St. lownsend, WA 98368 Mailing Address: Port Townsend, WA 98368 We—ridan St. Street Address: 615 Sheridan-St. I �ownsend, WA 98368 PortTownsend, WA 98368 ic�aco.�'efferson,wa,�ts, E-mail Address: idanskin@c9iefferson.wa.us 385-9409 TelTho e: (360 385 -9420 To CHOICE at: in-Person Assister Lead 0 ATTN: CHOICE P"r gran 121' Mailing Address: Oly. 1-21 Street Address: Oly E-mail Address: wci Telephone: (30 and to: r anization In-Person Assister Lead Organization i Manager ATTN: CHOICE Contracts 7 4"' Ave E, Suite 200 Mailing Address: 1217 4th Ave E, Suite 200 mpia, WA 98506 Olympia, WA 98506 7 4" Ave E, Suite 200 Street Address: 12174 1h Ave E, Suite 200 Mpia ss: �, WA 98506 Olympia, WA 98506 E-mail Address: dankew(d),erlin.org 539-7576 x120 Telephone: (360) 539-7576 x116 ............ 66.3 Notices shall be effective upon receipt or 6 Business Days after mailing, whichever is earlier. 66.4 The Notice address as provided herein maybe changed by Notice given as provided above. 67 Notice of Delay When either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Contract, that party shall, within five Business Days, give notice thereof, including all relevant information with respect thereto, to the other party. If a party delays in providing additional information, data, guidance, or approvals which are requested by the other party, or in performing its obligations, the other party may submit claims for damages that are caused by such delays and that are permitted under the Contract. The party submitting the claim shall provide Notice of such claim to the other party prior to filing the claim. 68 Publicity The award of this Contract to Subcontractor is not in any way an endorsement of Subcontractor or Subcontractor's Services by Subcontractor or the Washington Health Benefit Exchange, and shall not be so construed by Subcontractor in any advertising or publicity materials. Subcontractor shall not publish or otherwise distribute for marketing or publicity purposes any of the following materials without the prior written consent of the HBE : all advertising, sales promotion, informational pamphlets, notices, press releases, research reports, or similar publicity material concerning this Project or relating to this Contract wherein Subcontractor or the HBE is mentioned or language used from which the connection of Subcontractor or the HBE therewith may, in HBE's judgment, be inferred or implied. Material developed and made available by the Exchange that has been adapted to add CHOICE logo, contact information or similar modifications does not need to be submitted for approval. 69 Remedies Except as specifically provided herein, no remedy conferred by any of the specific provisions of the Contract is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing 11 HeM C11010E R�egjon'th Network In-Person Assister Subcontractor Contract # HBE-075-05 Page 25 To CHOICE at: in-Person Assister Lead 0 ATTN: CHOICE P"r gran 121' Mailing Address: Oly. 1-21 Street Address: Oly E-mail Address: wci Telephone: (30 and to: r anization In-Person Assister Lead Organization i Manager ATTN: CHOICE Contracts 7 4"' Ave E, Suite 200 Mailing Address: 1217 4th Ave E, Suite 200 mpia, WA 98506 Olympia, WA 98506 7 4" Ave E, Suite 200 Street Address: 12174 1h Ave E, Suite 200 Mpia ss: �, WA 98506 Olympia, WA 98506 E-mail Address: dankew(d),erlin.org 539-7576 x120 Telephone: (360) 539-7576 x116 ............ 66.3 Notices shall be effective upon receipt or 6 Business Days after mailing, whichever is earlier. 66.4 The Notice address as provided herein maybe changed by Notice given as provided above. 67 Notice of Delay When either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Contract, that party shall, within five Business Days, give notice thereof, including all relevant information with respect thereto, to the other party. If a party delays in providing additional information, data, guidance, or approvals which are requested by the other party, or in performing its obligations, the other party may submit claims for damages that are caused by such delays and that are permitted under the Contract. The party submitting the claim shall provide Notice of such claim to the other party prior to filing the claim. 68 Publicity The award of this Contract to Subcontractor is not in any way an endorsement of Subcontractor or Subcontractor's Services by Subcontractor or the Washington Health Benefit Exchange, and shall not be so construed by Subcontractor in any advertising or publicity materials. Subcontractor shall not publish or otherwise distribute for marketing or publicity purposes any of the following materials without the prior written consent of the HBE : all advertising, sales promotion, informational pamphlets, notices, press releases, research reports, or similar publicity material concerning this Project or relating to this Contract wherein Subcontractor or the HBE is mentioned or language used from which the connection of Subcontractor or the HBE therewith may, in HBE's judgment, be inferred or implied. Material developed and made available by the Exchange that has been adapted to add CHOICE logo, contact information or similar modifications does not need to be submitted for approval. 69 Remedies Except as specifically provided herein, no remedy conferred by any of the specific provisions of the Contract is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing 11 HeM C11010E R�egjon'th Network In-Person Assister Subcontractor Contract # HBE-075-05 Page 25 and to: r anization In-Person Assister Lead Organization i Manager ATTN: CHOICE Contracts 7 4"' Ave E, Suite 200 Mailing Address: 1217 4th Ave E, Suite 200 mpia, WA 98506 Olympia, WA 98506 7 4" Ave E, Suite 200 Street Address: 12174 1h Ave E, Suite 200 Mpia ss: �, WA 98506 Olympia, WA 98506 E-mail Address: dankew(d),erlin.org 539-7576 x120 Telephone: (360) 539-7576 x116 ............ 66.3 Notices shall be effective upon receipt or 6 Business Days after mailing, whichever is earlier. 66.4 The Notice address as provided herein maybe changed by Notice given as provided above. 67 Notice of Delay When either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Contract, that party shall, within five Business Days, give notice thereof, including all relevant information with respect thereto, to the other party. If a party delays in providing additional information, data, guidance, or approvals which are requested by the other party, or in performing its obligations, the other party may submit claims for damages that are caused by such delays and that are permitted under the Contract. The party submitting the claim shall provide Notice of such claim to the other party prior to filing the claim. 68 Publicity The award of this Contract to Subcontractor is not in any way an endorsement of Subcontractor or Subcontractor's Services by Subcontractor or the Washington Health Benefit Exchange, and shall not be so construed by Subcontractor in any advertising or publicity materials. Subcontractor shall not publish or otherwise distribute for marketing or publicity purposes any of the following materials without the prior written consent of the HBE : all advertising, sales promotion, informational pamphlets, notices, press releases, research reports, or similar publicity material concerning this Project or relating to this Contract wherein Subcontractor or the HBE is mentioned or language used from which the connection of Subcontractor or the HBE therewith may, in HBE's judgment, be inferred or implied. Material developed and made available by the Exchange that has been adapted to add CHOICE logo, contact information or similar modifications does not need to be submitted for approval. 69 Remedies Except as specifically provided herein, no remedy conferred by any of the specific provisions of the Contract is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing 11 HeM C11010E R�egjon'th Network In-Person Assister Subcontractor Contract # HBE-075-05 Page 25 66.3 Notices shall be effective upon receipt or 6 Business Days after mailing, whichever is earlier. 66.4 The Notice address as provided herein maybe changed by Notice given as provided above. 67 Notice of Delay When either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Contract, that party shall, within five Business Days, give notice thereof, including all relevant information with respect thereto, to the other party. If a party delays in providing additional information, data, guidance, or approvals which are requested by the other party, or in performing its obligations, the other party may submit claims for damages that are caused by such delays and that are permitted under the Contract. The party submitting the claim shall provide Notice of such claim to the other party prior to filing the claim. 68 Publicity The award of this Contract to Subcontractor is not in any way an endorsement of Subcontractor or Subcontractor's Services by Subcontractor or the Washington Health Benefit Exchange, and shall not be so construed by Subcontractor in any advertising or publicity materials. Subcontractor shall not publish or otherwise distribute for marketing or publicity purposes any of the following materials without the prior written consent of the HBE : all advertising, sales promotion, informational pamphlets, notices, press releases, research reports, or similar publicity material concerning this Project or relating to this Contract wherein Subcontractor or the HBE is mentioned or language used from which the connection of Subcontractor or the HBE therewith may, in HBE's judgment, be inferred or implied. Material developed and made available by the Exchange that has been adapted to add CHOICE logo, contact information or similar modifications does not need to be submitted for approval. 69 Remedies Except as specifically provided herein, no remedy conferred by any of the specific provisions of the Contract is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing 11 HeM C11010E R�egjon'th Network In-Person Assister Subcontractor Contract # HBE-075-05 Page 25 at law or in equity or by statute or other-wise. The election of any one or more remedies by either party shall not constitute a waiver of the right to pursue other available remedies, 70 Section Headings, Incorporated Documents and Order of Precedence The headings used herein are inserted for convenience only and shall not control or affe,,.t the meaning or construction of any of the sections. 70.1 Each of the documents listed below is, by this reference, incorporated into this Contact as though fully set forth herein. a. Change Orders b. Attachment I Federal Compliance, Certifications, and Assurances c. Schedule I Services and Deliverable Schedule; d, Schedule 2 Performance Standards; e. Schedule 3 Conflict of Interest Standards; f Schedule 4 In-Person Assister Code of Ethics; g. Schedule 5 Change Request Form; h. Schedule 6 Non-Disclosure Agreement; i. Schedule 7 HBE Data Security Requirements; 70.2 In the event of any inconsistency in this Contract, the inconsistency shall be resolved in the following order of precedence: a) Applicable federal and state statutes, laws, and regulations, b) Sections in the body of this Contract; c) Change Orders d) Attachment I Federal Compliance, Certifications, and Assurances c) Schedules to the Contract, f) The Work Plan g) All Subcontractor publications, written materials and schedules, charts, diagrams, tables, descriptions, other written representations and any other supporting materials Subcontractor made available to CHOICE and used to result in or affect this Contract, 71 Severability If any terra or condition of this Contract or the application thereof to any person(s) Or circumstances is held invalid, such invalidity shall not affect other terms, conditions, or applications which can be given effect without the invalid term, condition, or application; to this end the terms and Conditions of this Contract are declared severable. 72 Subrecipients 72,1 If the Subcontractor is a subrecipient of federal awards as defined by Office of Management and Budget (OMB) Circular A -133 and this Agreement, the Subcontractor shall: a) Maintain records that identify, in its accounts, all federal awards received and expended and the federal programs under which they were received, by Catalog of Federal Domestic Assistance (CFDA) title and number, award number and year, name of the federal agency, and name of the pass-through entity; b) Maintain internal controls that provide reasonable assurance that the Subcontractor is managing federal awards in compliance with laws, regulations, and provisions of contracts or grant agreements that could have a material effect on each of its federal programs; c) Prepare appropriate financial statements, including a schedule of expenditures of federal awards; CHOICE Regional Health Network In-Person Assister SUbcontractor Contract # HBE-075-05 Page 26 d) Incorporate IMB Circular A -133 audit requirements into all agreements between the Subcontractor and its Subcontractors who are subrecipients; e) Coiriprly with any future amendments to OMB Circular A -133 and any successor or replacement Circular or regulation; Comply with the applicable3 requirements of either 2 CFR, Part 225 (OMB Circular A -87) or 2 CFR, part 230 ( MB Circular A -122), and any successor or replacement Circular or regulation; and g) Comply with the Omnibus Crime Control and Safe Streets Act of 1968, Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Title II of the Americans with Disabilities Act of 1990, Title IX of the Education Amendments of 1972, The Age Discrimination. Act of 1975, and The Department of Justice Non - Discrimination Regulations, 28 C.F.R. part 42, Subparts C.D.E. and Ci, and 28 C.F.R. Part 35 and 39, (Go to www.o` .usdo, - ov /ocr /statutes.htm for additional information and access to the aforementioned Federal laws and regulations.) 72,2 Single Audit Act Coiripliance. Ifthe Subcontractor is a subrecipient and expends $500,000 or more in federal awards from any and/or all sources in any fiscal year, the Subcontractor shall procure a:nd pay for a single audit or a program- specific audit for that fiscal year. Upon completion of each audit, the Subcontractor shall: a) Submit to the CId010E contact person the data collection form and reporting package specified in OMB Circular A -133, reports required by the program- specific audit guide (if y applicable), and a copy of an management letters issued by the auditor; g b) Follow -up and develop corrective action for all audit findings; in accordance with OMB Circular A- 133, prepare a "'Summary Schedule of Prior Audit. Findings." 72.3 Overpaymenm it is d aid unallowable costtss under th s +the Program audit, that the Subcontractor has been paid may require the Subcontractor to reimburse t Circular c CHOICE dance with either 2 CFR, Part 225 (OMB Circular A -87) or 2 73 Sovereign IM111unity The parties expressly agree that no provision of this Contract is in any way intended to constitute a y CHOICE, of any immunities from suit or from liability that CHOICE may have by waiver b operation of law. 74 Sui11Joit'na In the evCUt,t At a subpoena or other legal process coixiinenced by a third party in any way concerning the Servic e t�r "cif t1 p"ji�, tail ttvt i§ ��ontract is served upon Subcontractor or CHOICE, such party he es to notify the Ilealtl`B�nofif Xbhange, and the other patty in the most expeditious fashion possible following receipt of such subpoena or other legal process. Subcontractor and CHOICE further agree to cooperate with the other party in any lawful effort by the such other party to contest the legal validity of such subpoena or other Icgal process commenced by a third party as may be reasonably required and at the expense of the party to whom the legal process is directed, except as otherwise provided herein in connection with defense obligations by Subcontractor for CHOICE. 75 Survival All In- person Assister Services performed and Deliverables delivered pursuant to the authority of this Contract are subject to all of the terms, conditions, price discounts and rates set forth herein, notwithstanding the expiration of the initial term of this Contract or any extension thereof. Further, the [n -F eason ssisCer Subcontractor f artrat # tBE- 075 -05 rk bt(E I ion <r Paue 27 terins, conditions and warranties contained in this Contract that by their sense and conte�xt are intended to survive the completion of the performance, cancellation or terns .nation of this Contraj shall so survive. In addition, the terms of Section 6 Overpayments to Subcontractor, Section 14�ccounting Requirements, Section 15 Records Retention and Access Requirements, Section 29 Genii -al Aidemnity, Section 30 Insurance, Section 33 Dispute Resolution, Section 34 Additional Rights and.,?enjedies, Section 34.6 Limitation of Liability, Section 35 Confidential -Infbrination and P-OP'-ietai1'117formation, and Sections 42-75 (Contract Ter1mination and General Provisions) shall survive the tern - Contract. Olation of this 76 Waiver Waiver of any breach of any term or condition of this Contract shall not be deemed a w&er 0 prior or subsequent breach. No term or condition of this Contract shall be held to be waived, f any modified or deleted except by a written instrument signed by the parties hereto. In Witness U'hereof, the parties hereto, having read this Contract ill its entirety, including all aLachments, do agree in each and every particular and have thus set their hands hereunto, Approved CHOICE Regional Health Network SiPalure Print or TyPe Ala w Title Approved Jefferson County Public Health 11rull 7-�' I/- I f I /IV 1pe Noplie Date 0(11 0 Tille, C'MICE Regional Health Nework fin- Person Assister Subcontnictor Page 28 Me BL-075-05