Washington State Healthcare Authority 3/22/2019

HCA General Terms and Conditions 1. Definitions. The words and phrases listed below, as used in this Interagency Agreement, shall each have the following definitions: a. "Agent" shall mean the Washington State Health Care Authority Director and/or the Director's delegate authorized in writing to act on behalf of the Director. b. "Allowable Cost" means an expenditure which meets the test of the appropriate Executive Office of the President of the United States' Office of Management and Budget Circular. The most significant factors which determine whether a cost is allowable are the extent to which the cost is: (1) Necessary and reasonable; (2) Allocable; (3) Authorized or not prohibited under Washington state or local laws and regulations; and (4) Adequately documented. c. "Authority" or"HCA" shall mean the Washington State Health Care Authority, any division, section, office, unit or other entity of the Authority, or any of the officers or other officials lawfully representing the Authority. d. "Confidential Information" means information that is exempt from disclosure to the public or other unauthorized persons under Chapter 42.56 RCW or other federal or state laws. Confidential Information includes, but is not limited to, Personal Information. e. "Contract" or "Agreement" or"Interagency Agreement" means the entire written agreement between the Authority and the Contractor, including any Exhibits, documents, or materials incorporated by reference. The parties may execute this Interagency Agreement in multiple counterparts, each of which is deemed an original and all of which constitute only one agreement. E-mail (electronic mail) or fax (facsimile) transmission of a signed copy of this Interagency Agreement shall be the same as delivery of an original. f. "Contractor" means the individual or entity performing services pursuant to this Interagency Agreement and includes the Contractor's owners, members, officers, directors, partners, employees, and/or agents, unless otherwise stated in this Interagency Agreement. For purposes of any permitted Subcontract, "Contractor" includes any Subcontractor and its owners, members, officers, directors, partners, employees, and/or agents. g. "Debarment" means an action taken by a Federal agency or official to exclude a person or business entity from participating in transactions involving certain federal funds. h. "Encrypt" means to encode Confidential Information into a format that can only be read by those possessing a "key"; a password, digital certificate or other mechanism available only to authorized users. Encryption must use a key length of at least 128 bits. i. "Hardened Password" means a string of at least eight characters containing at least one alphabetic character, at least one number and at least one special character such as an asterisk, ampersand or exclamation point. j. "HCA Contract Services" means the Washington State Health Care Authority central headquarters contracting office, or successor section or office. State of Washington Page 5 of 19 Contract No.K2850 Health Care Authority