Washington State Healthcare Authority 3/22/2019

HCA General Terms and Conditions b. Single Audit Act Compliance. If the Contractor is a sub-recipient and expends $500,000 or more in federal awards from any and/or all sources in any fiscal year, the Contractor shall procure and pay for a single audit or a program-specific audit for that fiscal year. Upon completion of each audit, the Contractor shall: (1) Submit to the HCA contact person the data collection form and reporting package specified in OMB Circular A-133, reports required by the program-specific audit guide (if applicable), and a copy of any management letters issued by the auditor; (2) 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." c. Overpayments. If it is determined by HCA, or during the course of a required audit, that the Contractor has been paid unallowable costs under this Interagency Agreement, HCA may require the Contractor to reimburse HCA in accordance with either 2 CFR, Part 225 (OMB Circular A-87) or 2 CFR, Part 230 (OMB Circular A-122). 37. System Security. Unless otherwise provided, the Contractor agrees not to attach any Contractor- supplied computers, peripherals or software to the Authority Network without prior written authorization from Authority's Security Administrator. Contractor-supplied computer equipment, including both hardware and software, must be reviewed by the Authority Security Administrator prior to being connected to any Authority network connection and that it must have up-to-date anti-virus software and personal firewall software installed and activated on it. Unauthorized access to Authority networks and systems is a violation of Authority Policy 06-03 and constitutes computer trespass in the first degree pursuant to RCW 9A.52.110. Violation of any of these laws or policies could result in termination of this Interagency Agreement and other penalties. 38. Termination for Convenience. Except as otherwise provided in this contract, the Agent may, by giving ten (10) days written notice, beginning on the second day after the mailing, terminate this contract in whole or in part when it is in the best interest of HCA. If this contract is so terminated, HCA shall be liable only for payment in accordance with the terms of this contract for services rendered prior to the effective date of termination. 39. Termination for Default. In the event HCA determines the Contractor has failed to comply with the conditions of this contract in a timely manner, HCA has the right to suspend or terminate this contract. HCA shall notify the Contractor in writing of the need to take corrective action. If corrective action is not taken within 3 days, the contract may be terminated. HCA reserves the right to suspend all or part of the contract, withhold further payments, or prohibit the Contractor from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Contractor or a decision by HCA to terminate the contract. In the event of termination, the Contractor shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, e.g., cost of the competitive bidding, mailing, advertising, and staff time. The termination shall be deemed a "Termination for Convenience" if it is determined that the Contractor: (i)was not in default, or (ii) failure to perform was outside of his or her control, fault or negligence. The rights and remedies of HCA provided in this contract are not exclusive and are in addition to any other rights and remedies provided by law. State of Washington Page 16 of 19 Contract No. K2850 Health Care Authority