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DocuSign Envelope ID: 62955F1D-7A37-4CB0-A8D8-2BA7ADB5515E <br />EXHIBIT A - GENERAL TERMS AND CONDITIONS <br />1. DEFINITIONS <br />As used throughout this Contract, the following terms shall have the meaning set forth below: <br />A. "AGENT' shall mean the Chief Executive Officer (CEO) of the EXCHANGE, and/or the delegate <br />authorized in writing to act on the CEO's behalf. <br />B. "CONTRACTOR" shall mean that firm, provider, organization, individual or other entity performing <br />service(s) under this Contract, and shall include all employees of the CONTRACTOR. <br />C. "EXCHANGE" shall mean the Washington Health Benefit Exchange, any division, section, office, <br />unit or other entity of the EXCHANGE, or any of the officers or other officials lawfully representing <br />the EXCHANGE. <br />D. "SUBCONTRACTOR" shall mean one not in the employment of the CONTRACTOR, who is <br />performing all or part of those services under this Contract or under a separate contract with the <br />CONTRACTOR. The terms "SUBCONTRACTOR" and "SUBCONTRACTORS" means <br />SUBCONTRACTOR(s) in any tier. <br />2. ADVANCE PAYMENTS PROHIBITED <br />No payments in advance of or in anticipation of goods or services to be provided under this Contract <br />shall be made by the EXCHANGE. <br />3. AMENDMENTS <br />This Contract may be amended by mutual agreement of the parties. Such amendments shall not be <br />binding unless they are in writing and signed by personnel authorized to bind each of the parties. <br />4. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the <br />"ADA" 28 CFR Part 35 <br />The CONTRACTOR must comply with the ADA, which provides comprehensive civil rights protection <br />to individuals with disabilities in the areas of employment, public accommodations, state and local <br />government services, and telecommunications. <br />S. ASSIGNMENT <br />Neither this contract, nor any claim arising under this contract, shall be transferred or assigned by <br />the CONTRACTOR without prior written consent of the EXCHANGE. HBE may assign this Contract to <br />the Exchange Board established by chapter 43.71 RCW, or any public agency, commission, board, or <br />the like, within the political boundaries of the State of Washington. <br />6. ATTORNEYS' FEES <br />In the event of litigation or other action brought to enforce Contract terms, each party agrees to bear <br />its own attorney fees and costs. <br />7. BACKGROUND CHECKS <br />Due to the confidential nature of the information and materials which will be accessible to <br />Contractor, HBE will require the Contractor to conduct a state and/or federal criminal background <br />on Contractor Staff to be used to provide the Services. HBE reserves the right in its sole discretion to <br />reject any propose Contractor Staff as a result of information produced by background check. <br />HBE-349 YNHS Exhibit A — General Terms and Conditions Page 5 of 41 <br />