Washington State Healthcare Authority 3/22/2019

HCA General Terms and Conditions 22. Independent Contractor. The parties intend that an independent contractor relationship will be created by this Interagency Agreement. The Contractor and his or her employees or agents performing under this Interagency Agreement are not employees or agents of the Authority. The Contractor, his or her employees, or agents performing under this Interagency Agreement will not hold himself/herself out as, nor claim to be, an officer or employee of the Authority by reason hereof, nor will the Contractor, his or her employees, or agent make any claim of right, privilege or benefit that would accrue to such officer or employee. All payments accrued on account of payroll taxes, unemployment contributions, and other taxes, insurance or other expenses for the Contractor or its staff shall be the sole responsibility of the Contractor. 23. Industrial Insurance Coverage. The Contractor shall comply with the provisions of Title 51 RCW, Industrial Insurance. If the Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees, as may be required by law, HCA may collect from the Contractor the full amount payable to the Industrial Insurance accident fund. HCA may deduct the amount owed by the Contractor to the accident fund from the amount payable to the Contractor by HCA under this Interagency Agreement, and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I's rights to collect from the Contractor. 24. Inspection. The Contractor shall, at no cost, provide HCA and the Office of the State Auditor with reasonable access to Contractor's place of business, Contractor's records, and HCA client records, wherever located. These inspection rights are intended to allow HCA and the Office of the State Auditor to monitor, audit, and evaluate the Contractor's performance and compliance with applicable laws, regulations, and these Agreement terms. These inspection rights shall survive for six (6) years following this Interagency Agreement's termination or expiration. 25. Limitation of Authority. Only the Agent or Agent's delegate by writing (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Interagency Agreement. Furthermore, any alteration, amendment, modification, or waiver of any Section or condition of this Interagency Agreement is not effective or binding unless made in writing and signed by the Agent or Agent's delegate. 26. Maintenance of Records. The Contractor shall maintain records relating to this Interagency Agreement and the performance of the services described herein. The records include, but are not limited to, accounting procedures and practices, which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Interagency Agreement. All records and other material relevant to this Interagency Agreement shall be retained for six (6) years after expiration or termination of this Interagency Agreement. Without agreeing that litigation or claims are legally authorized, if any litigation, claim, or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. State of Washington Page 12 of 19 Contract No.K2850 Health Care Authority