Common use of Debarment from Federal Contracts and Termination Clause in Contracts

Debarment from Federal Contracts and Termination. Contractor represents and warrants that except to the extent approved in writing by YHI under Section 23.k, during the Term, neither Contractor nor any of Contractor’s owners and officers, or those employees, agents, contractors, or subcontractors providing Services have been convicted of any criminal offense or found culpable in any civil action of a tort involving violence, dishonesty or wrongfully taking any property, or listed by any state or federal agency as debarred, suspended or excluded from providing services to any agency or from eligibility for any government program, contract or other matter. Contractor represents that on the Effective Date there are no notices, claims, demand or proceedings pending or threatened that could cause a breach of the preceding sentence, and agrees that it will promptly notify YHI in writing if (i) any such notice, claim, demand or proceeding is issued or commenced that could cause a breach of the preceding sentence, or (ii) there is any breach of the preceding sentence. The Contractor represents and warrants that no elected or appointed officer or other employee of the federal government, the State of Idaho or YHI will benefit financially or materially from this Agreement, and no individual employed by YHI or the State of Idaho will be permitted any share or part of this Agreement or any benefit that might arise therefrom. By: By: Its: Its: Date: Date: By: Its: Date: By: Its: Date: Exhibit 1 Insurance Exhibit 2 Federal Contract Clauses Appendix A Privacy and Security Standards and Implementation Specifications for Non-Exchange Entities Appendix B Definitions to Non-Exchange Entity Agreement Required Coverage. For the Duration and for a period of 3 years thereafter, Contractor will procure and maintain, at its sole cost and expense, at least the following types and amounts of insurance coverage: • Commercial general liability with limits no less than $1,000,000 per occurrence and $2,000,000 in the aggregate, including bodily injury and property damage and products and completed operations and advertising liability. The commercial general liability coverage will also: - Include contractual liability coverage insuring the activities of Contractor under this Agreement, including without limitation Contractor's indemnification obligations provided in this Agreement; • Worker's compensation with (i) limits no less than the minimum amount required by law and (ii) a waiver of any subrogation right of the insurers against YHI Exchange or the Exchange's board members, employees, volunteers, or other agents. • Errors and omissions with limits no less than $1,000,000 per occurrence and $5,000,000 in the aggregate. • Data breach and cyber liability with limits no less than $1,000,000 per occurrence and $5,000,000 in the aggregate. • Umbrella follow-form coverage for the coverages listed above with limits of no less than $10,000,000. Each insurance policy of the Contractor will: • Except to the extent the insurer refuses to do so, name YHI and its board members, officers, employees, contractors, volunteers, and other agents, including, in each case, all successors and permitted assigns, as additional insureds; • Provide that the policy is primary insurance and any similar insurance in the name of or for the benefit of YHI or its board members, officers, employees, contractors, volunteers, or other agents will be excess and non- contributory; • Be issued by insurance companies with a Best's Rating of no less than A-. The Contractor hereby waives all rights of subrogation against YHI and its board members, officers, employees, contractors, volunteers, and other agents, including, in each case, all successors and permitted assigns, including, in each case, all successors and permitted assigns, and the insurers of each. Certifications of Coverage. Contractor will provide YHI with copies of the certificates of insurance and policy endorsements for all insurance coverage required by this Exhibit, and will not do anything to invalidate such insurance. This Exhibit will not be construed in any manner as waiving, restricting or limiting the liability of the Contractor party for any obligations imposed under this Agreement, including without limitation the indemnification obligations provided in the Agreement.

Debarment from Federal Contracts and Termination. Contractor represents and warrants that except to the extent approved in writing by YHI under Section 23.k, during the Term, neither Contractor nor any of Contractor’s owners and officers, or those employees, agents, contractors, or subcontractors providing Services have been convicted of any criminal offense or found culpable in any civil action of a tort involving violence, dishonesty or wrongfully taking any property, or listed by any state or federal agency as debarred, suspended or excluded from providing services to any agency or from eligibility for any government program, contract or other matter. Contractor represents that on the Effective Date there are no notices, claims, demand or proceedings pending or threatened that could cause a breach of the preceding sentence, and agrees that it will promptly notify YHI in writing if (i) any such notice, claim, demand or proceeding is issued or commenced that could cause a breach of the preceding sentence, or (ii) there is any breach of the preceding sentence. The Contractor represents and warrants that no elected or appointed officer or other employee of the federal government, the State of Idaho or YHI will benefit financially or materially from this Agreement, and no individual employed by YHI or the State of Idaho will be permitted any share or part of this Agreement or any benefit that might arise therefrom. By: By: Its: Its: Date: Date: By: Its: Date: By: Its: Date: Exhibit 1 Insurance Exhibit 2 Federal Contract Clauses Appendix A Privacy and Security Standards and Implementation Specifications for Non-Exchange Entities Appendix B Definitions to Non-Exchange Entity Agreement Required Coverage. For the Duration and for a period of 3 years thereafter, Contractor will procure and maintain, at its sole cost and expense, at least the following types and amounts of insurance coverage: • Commercial general liability with limits no less than $1,000,000 per occurrence and $2,000,000 in the aggregate, including bodily injury and property damage and products and completed operations and advertising liability. The commercial general liability coverage will also: - Include contractual liability coverage insuring the activities of Contractor under this Agreement, including without limitation Contractor's indemnification obligations provided in this Agreement; • Worker's compensation with (i) limits no less than the minimum amount required by law and (ii) a waiver of any subrogation right of the insurers against YHI Exchange or the Exchange's board members, employees, volunteers, or other agents. • Errors and omissions with limits no less than $1,000,000 per occurrence and $5,000,000 in the aggregate. • Data breach and cyber liability with limits no less than $1,000,000 per occurrence and $5,000,000 in the aggregate. • Umbrella follow-form coverage for the coverages listed above with limits of no less than $10,000,000. Each insurance policy of the Contractor will: • Except to the extent the insurer refuses to do so, name YHI and its board members, officers, employees, contractors, volunteers, and other agents, including, in each case, all successors and permitted assigns, as additional insureds; • Provide that the policy is primary insurance and any similar insurance in the name of or for the benefit of YHI or its board members, officers, employees, contractors, volunteers, or other agents will be excess and non- non-contributory; • Be issued by insurance companies with a Best's Rating of no less than A-. The Contractor hereby waives all rights of subrogation against YHI and its board members, officers, employees, contractors, volunteers, and other agents, including, in each case, all successors and permitted assigns, including, in each case, all successors and permitted assigns, and the insurers of each. Certifications of Coverage. Contractor will provide YHI with copies of the certificates of insurance and policy endorsements for all insurance coverage required by this Exhibit, and will not do anything to invalidate such insurance. This Exhibit will not be construed in any manner as waiving, restricting or limiting the liability of the Contractor party for any obligations imposed under this Agreement, including without limitation the indemnification obligations provided in the Agreement.

Debarment from Federal Contracts and Termination. Contractor represents and warrants that except to the extent approved in writing by YHI under Section 23.k, during the Term, neither Contractor nor any of Contractor’s owners and officers, or those employees, agents, contractors, or subcontractors providing Services have been convicted of any criminal offense or found culpable in any civil action of a tort involving violence, dishonesty or wrongfully taking any property, or listed by any state or federal agency as debarred, suspended or excluded from providing services to any agency or from eligibility for any government program, contract or other matter. Contractor represents that on the Effective Date there are no notices, claims, demand or proceedings pending or threatened that could cause a breach of the preceding sentence, and agrees that it will promptly notify YHI in writing if (i) any such notice, claim, demand or proceeding is issued or commenced that could cause a breach of the preceding sentence, or (ii) there is any breach of the preceding sentence. The Contractor represents and warrants that no elected or appointed officer or other employee of the federal government, the State of Idaho or YHI will benefit financially or materially from this Agreement, and no individual employed by YHI or the State of Idaho will be permitted any share or part of this Agreement or any benefit that might arise therefrom. By: By: Its: Its: Date: Date: By: Its: Date: By: Its: Date: Exhibit 1 Insurance Exhibit 2 Federal Contract Clauses Appendix A Privacy and Security Standards and Implementation Specifications for Non-Exchange Entities Appendix B Definitions to Non-Exchange Entity Agreement Required Coverage. For the Duration and for a period of 3 years thereafter, Contractor will procure and maintain, at its sole cost and expense, at least the following types and amounts of insurance coverage: • Commercial general liability with limits no less than $1,000,000 per occurrence and $2,000,000 in the aggregate, including bodily injury and property damage and products and completed operations and advertising liability. The commercial general liability coverage will also: - Include contractual liability coverage insuring the activities of Contractor under this Agreement, including without limitation Contractor's indemnification obligations provided in this Agreement; • Worker's compensation with (i) limits no less than the minimum amount required by law and (ii) a waiver of any subrogation right of the insurers against YHI Exchange or the Exchange's board members, employees, volunteers, or other agents. • Errors and omissions with limits no less than $1,000,000 per occurrence and $5,000,000 in the aggregate. • Data breach and cyber liability with limits no less than $1,000,000 per occurrence and $5,000,000 in the aggregate. • Umbrella follow-form coverage for the coverages listed above with limits of no less than $10,000,000. Each insurance policy of the Contractor will: • Except to the extent the insurer refuses to do so, name YHI and its board members, officers, employees, contractors, volunteers, and other agents, including, in each case, all successors and permitted assigns, as additional insureds; • Provide that the policy is primary insurance and any similar insurance in the name of or for the benefit of YHI or its board members, officers, employees, contractors, volunteers, or other agents will be excess and non- contributory; • Be issued by insurance companies with a Best's Rating of no less than A-. The Contractor hereby waives all rights of subrogation against YHI and its board members, officers, employees, contractors, volunteers, and other agents, including, in each case, all successors and permitted assigns, including, in each case, all successors and permitted assigns, and the insurers of each. Certifications of Coverage. Contractor will provide YHI with copies of the certificates of insurance and policy endorsements for all insurance coverage required by this Exhibit, and will not do anything to invalidate such insurance. This Exhibit will not be construed in any manner as waiving, restricting or limiting the liability of the Contractor party for any obligations imposed under this Agreement, including without limitation the indemnification obligations provided in the Agreement.