Contract
No._____
______
By and Between
State of Washington
Department of Enterprise Services
Employee Assistance Program
and
______
Dated ______, 2018
Contract No. _____ 8
(Rev. 4-24-2017)
Contract
No.______
______
This Contract (“Contract”) is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency (“Enterprise Services ”) and ______, a ______(“Contractor”) and is effective as of the last signature date set forth below.
RECITALS
A. Employee Assistance Program (“EAP”) is an employee assistance program located within Enterprise Services that helps eligible state employees and certain other governmental entities’ employees and their family members (“Clients”) with personal or work-related problems that may be impacting their work performance.
B. Enterprise Services, as part of a competitive governmental procurement, issued Request for Qualifications (RFQ) No.16-0087 CPRM soliciting proposals for Contracted EAP Providers.
C. Enterprise Services evaluated responses to the RFQ and identified Contractor as one of the apparent successful bidders. Contractor will be included in a network of qualified behavioral health providers that may provide EAP services including assessment, debriefings, trainings, and/or tabling.
D. Enterprise Services has determined that entering into this Contract will meet the identified needs and be in the best interest of the State of Washington.
AGREEMENT
Now Therefore, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows:
1. Term. The term of this Contract is one (1) year, commencing on the last signature date set forth below. The Contract shall be automatically renewed for successive one (1) year terms.
2. Scope – Included Services and Price. This Contract sets forth the terms and conditions under which Contactor agrees to provide behavioral health professional services as set forth in Exhibit A – Included Services and Payment Schedules (referred to herein as “Services”). Subject to mutual agreement between the parties, Enterprise Services reserves the right to modify Services included in this Contract; Provided, however, that any such modification must be within the scope of this Contract.
3. Contractor Representations and Warranties. Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any service is requested pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.
3.1. Qualified to do Business. Contractor represents and warrants that it is in good standing and qualified to do business in the State of Washington, that it possesses and shall keep current all required licenses and/or approvals, and that it is current, in full compliance, and has paid all applicable taxes owed to the State of Washington.
3.2. Business Associates Agreement. Contractor represents and warrants that it has a Business Associate Agreement (BAA) with the State of Washington, a copy of which is attached as Exhibit C – Business Associates Agreement.
3.3. Suspension & Debarment. Contractor represents and warrants that neither it nor its principals or affiliates presently are debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any governmental contract by any governmental department or agency within the United States.
3.4. Standard of Performance. Contractor represents and warrants that:
(a) The Services will conform in all material respects to the standards and requirements set forth in this Contract and all exhibits.
(b) The Services will conform to the most current version of forms and requirements set forth EAP Network of Contracted Providers Guidelines. It is the responsibility of the Contractor to check the web site on an ongoing basis for the most current version of clinical forms, as the forms will be updated periodically.
(c) Contractor is in the business of providing the Services and it has the expertise to perform the Services in a competent and professional manner and in accordance with the highest professional standards, generally accepted professional practices, and in a manner consistent with the level of care and skill ordinarily exercised by members of Contractor’s profession currently practicing under similar conditions.
(d) There is no pending ethics complaints against the Contractor filed with Contractor’s professional licensing authority.
3.5. Wage Violations.Contractor represents and warrants that, during the term of this Contract and the three (3) year period immediately preceding the award of the Contract, it is not determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW chapters 49.46, 49.48, or 49.52.
3.6. Procurement Ethics & Prohibition on Gifts. Contractor represents and warrants that it complies fully with all applicable procurement ethics restrictions including, but not limited to, restrictions against Contractor providing gifts or anything of economic value, directly or indirectly, to Enterprise Services ’ employees.
3.7. Washington’s Electronic Business Solution (WEBS). Contractor represents and warrants that it is registered in Washington’s Electronic Business Solution (WEBS), Washington’s contract registration system and that, all of its information therein is current and accurate and that throughout the term of this Contract, Contractor shall maintain an accurate profile in WEBS.
3.8. Statewide Payee Enterprise Service. Contractor represents and warrants that it is registered with the Statewide Payee desk, which registration is a condition to payment.
3.9. Contract Advertising. Contractor represents and warrants that it shall make no reference to Enterprise Services or the State of Washington in any promotional material without the prior written consent of Enterprise Services.
4. Invoicing & Payment.
4.1. Contractor Invoice. Upon completion of Services, Contractor shall submit an invoice to Enterprise Services for Services performed under this Contract. Contractor must not directly bill Client for Services provided pursuant to this Contract. Enterprise Services shall not pay for Services that are not preauthorized by Enterprise Services through the referral process.
All payments to Contractor are conditional upon Contractor’s submission of a properly executed and supported invoice as set forth in EAP Network of Contracted Providers Guidelines. Enterprise Services shall pay Contractor for completed and approved work within thirty (30) days of receipt of a properly executed and supported invoice. However, invoices for all work done within a fiscal year (July 1st through June 30th) must be submitted within twenty (20) days after the end of the fiscal year or July 20th.
4.2. Overpayments. Contractor promptly shall refund to Enterprise Services the full amount of any erroneous payment or overpayment. Such refunds shall occur within thirty (30) days of written notice to Contractor; Provided, however, that Enterprise Services shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely payment(s) or issuance of such credit memos, Enterprise Services may impose a one percent (1%) per month on the amount overdue thirty (30) days after notice to the Contractor.
4.3. No Advance Payment. No advance payments shall be made for any products or services furnished by Contractor pursuant to this Contract.
4.4. No Additional Charges. Unless otherwise specified herein, Contractor shall not include or impose any additional charges including, but not limited to, payment processing.
4.5. Taxes/Fees. Contractor promptly shall pay all applicable taxes on its operations and activities pertaining to this Contract. Failure to do so shall constitute breach of this Contract. Unless otherwise agreed, Enterprise Services shall pay applicable sales tax imposed by the State of Washington on Services. Contractor, however, shall not make any charge for federal excise taxes and Enterprise Services agrees to furnish Contractor with an exemption certificate where appropriate.
5. Contract Management.
5.1. Contract Administration & Notices. Except for legal notices, the parties hereby designate the following contract administrators as the respective single points of contact for purposes of this Contract. Enterprise Services’ contract administrator shall provide Contract oversight. Contractor’s contract administrator shall be Contractor’s principal contact for business activities under this Contract. The parties may change contractor administrators by written notice as set forth below.
Any notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing:
Enterprise Services / ContractorAttn: EAP Contract Manager
Washington Dept. of Enterprise Services
PO Box 47540
Olympia, WA 98504-7540
Tel: (360) 407-9490
Email: / Attn: ______
______
______
______
Tel: (xxx) xxx-xxxx
Fax:
Email: ______
Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon transmission to the designated email address of said addressee.
6. Quality Assurance.
6.1. Mandated Reporting and Permitted Disclosures. Contractor should initiate and issue any report it is required to make by federal and/or state law, including but not limited to reporting child or elder abuse and neglect. Contractor may refer to WAC 246-810-040. Contractor is expected to exercise professional judgment in determining whether to make any disclosures it is permitted or required to make under federal and/or state law. Contractor must notify Enterprise Services Contract Manager of any such report or disclosure involving a client within one (1) business day.
6.2. Dual Relationship. Contractor acknowledges that EAP serves a dual role to both employers and clients who are their employees. Contractor shall not, during the course of providing Services to a Client:
(a) Comment, advise, or give information about legal actions against the Client's employer.
(b) Directly communicate with the employer.
(c) Provide the employer with information regarding the Client's issues or concerns or referrals made as part of the assessment.
(d) Perform psychological evaluations of a Client for any purpose, including court-ordered evaluations, or make recommendations regarding Client medical leave or fitness for duty
6.3. Client Confidentiality. Contractor shall maintain the confidentiality of all client information in accordance with Contract provisions and any applicable federal and state statutes and regulations, including but not limited to Public Laws 91-616 and 92-255, the Drug Abuse Office and Treatment Act of 1972, 21 U.S.C. 1175; the Comprehensive Alcohol Abuse and Alcoholism Treatment and Rehabilitation Act of 1970, 42 U.S.C. 4582; the Privacy Act of 1974, Pub. L. 93-579, 5 U.S.C. 552a; 45 C.F.R. Parts 160 and 164 (HIPAA Privacy and Security Rules), 42 C.F.R., Part 2, and in accordance with the protocol set forth with Enterprise Services. In the event Contractor receives a release, subpoena, court order, or other request or legal demand for disclosure of the Enterprise Services client record, whether written or oral, Contractor is required to complete documentation prior to releasing the record. Contractor shall notify Enterprise Services within one (1) business day of the receipt of any release, subpoenas, court orders, or other request or legal demand and prior to the disclosure of any record.
6.4. Records Retention. Contractor shall maintain books, Client records, documents, and other evidence pertaining to this Contract to the extent and in such detail as shall adequately reflect performance of Services and administration of payments. Contractor shall individually sign, date, and include its credentials on all forms and records contained in the Client record. Contractor shall keep a record of all client visits that include the time and date of the visit. Contractor shall retain such records for a period of eight (8) years following expiration or termination of this Contract or final payment for Services under this Contract, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved. Contractor acknowledges that all records that Contractor creates and maintains in connection with providing Services to a Client under this Contract, including all forms and case notes that Contractor completes or takes (“Client Record”), whether comprised of originals or copies, is the property of Enterprise Services.
6.5. Audit. Enterprise Services reserves the right to audit, or have a designated third party audit, applicable records to ensure Contractor’ compliance with this Contract, Enterprise Services’ administrative requirements and quality assurance programs. Accordingly, Contractor shall permit Enterprise Services, and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor’s books, documents, papers and records directly pertinent to this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of eight (8) years following expiration or termination of this Contract or final payment for any Services under this Contract, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved.
6.6. Quality Assurance Programs. Contractor shall cooperate with Enterprise Services’ quality assurance programs. Enterprise Services quality assurance programs include, but are not limited to, case review, accessibility tracking, client satisfaction surveys, and practice pattern reporting/provider profiling data. Additionally, Contractor shall cooperate and comply with Enterprise Services grievance procedures, including any appeal procedures.
6.7. Authorized Providers. Enterprise Services referred Services shall only be provided by the Contractor. If the Client requires referral to another provider, Contractor must contact Enterprise Services for authorization or for re-referral.
(a) If a member of a clinic or group practice, Contractor shall not allow any member of its clinic or group practice who has not been contracted by Enterprise Services to provide services to a Client.
(b) If the Contractor is a clinic or group practice, Enterprise Services referred Clients shall only be assigned to the pre-qualified behavioral professionals that were approved through the application evaluation and selection process that resulted in this Contract and are so named in this agreement.