2.8_Exhibit D_Contract_2024-05 V2.docx

EXHIBIT D – CONTRACT NO. 2024-05

TRAINING POSITIVE COMMUNITY FRAMEWORK

By and Between

STATE OF WASHINGTON

WASHINGTON TRAFFIC SAFETY COMMISSION

and

Dated ____________

CONTRACT

COMPETITIVE SOLICITATION NO. 2024-05

TRAINING POSITIVE COMMUNITY FRAMEWORK

This Contract (“Contract”) is made and entered into by and between the State of Washington acting by and through the Washington Traffic Safety Commission, a Washington State governmental agency (“WTSC”) and ____________________, a ________________ (“Contractor”). The period of performance of this Contract shall commence upon the date of execution by both Parties or October 15, 2024, whichever is later, and remain in effect until September 30, 2027, unless terminated sooner, as provided herein.

R E C I T A L S A. Pursuant to Legislative direction codified in RCW 39.26, WTSC is authorized to competitively solicit and award contracts for goods and/or services for use by WTSC.

B. WTSC is the State of Washington’s designated highway safety office. See RCW 43.59. Pursuant to its organization mission, WTSC develops and/or provides certain safety programs.

C. The United States Department of Transportation (USDOT) National Highway Traffic Safety Administration (NHTSA) has provided federal funding to WTSC, as allowed under Assistance Listing/Catalog of Federal Domestic Assistance (CFDA) #20.616, for work to be accomplished under traffic safety grant project 2025-Vendor Contract-5475-Positive Traffic Safety Culture Training and Technical Support. WTSC, pursuant to this Contract is utilizing such federal funding to compensate Contractor. Accordingly, this Contract is subject to certain federal requirements. See, e.g., Exhibit D – Additional Federal/WTSC Requirements.

D. WTSC evaluated all responses to the Competitive Solicitation and identified Contractor as the apparent successful bidder.

E. WTSC has determined that entering into this Contract will meet the identified needs and be in the best interest of the State of Washington.

A G R E E M E N T NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows:

1. TERM. The term of this Contract commences upon the date of execution by both Parties and ends September 30, 2027; Provided, however, that if the Contractor is not in default and if, by the end of the term, in WTSC’s reasonable judgment, Contractor satisfactorily has met the performance-based goals for contract extension, WTSC shall extend the term of this Contract, by written amendment, for up to thirty-six (36) additional months. Such extension amendment shall be on the same terms and conditions as set forth in this Contract. To earn the performance-based Contract term extension, Contractor must achieve the following performance-based metrics:

The total estimate contract value is $460,000.

2. SCOPE – INCLUDED GOODS AND/OR SERVICES AND PRICE.

2.1. CONTRACT SCOPE. Pursuant to this Contract, Contractor is authorized to sell and provide only those goods and/or services set forth in Exhibit A – Mandatory Performance Requirements for the prices set forth in Exhibit B – Prices for Goods/Services.

(a) Goods. For purposes of this Contract, “Goods” means all equipment, materials, supplies, ancillary parts, accessories, components and other items purchased as defined in this Contract.

(b) Services. For purposes of this Contract, “Services” means all services of any nature ordered by WTSC pursuant to this Contract and provided by Contractor pertaining to the Goods.

(c) Specifications. Where applicable, specifications for Goods and/or Services as detailed in this Contract. Unless otherwise specified, all Goods and/or Services provided shall be new and unused of the latest model or design.

2.2. ABILITY TO MODIFY SCOPE OF CONTRACT. Subject to mutual agreement between the parties, WTSC reserves the right to modify the Goods and/or Services included in this Contract; Provided, however, that any such modification shall be effective only upon ten (10) days advance written notice; and Provided further, that any such modification must be within the scope of the Competitive Solicitation for this Contract.

2.3. PRICE CEILING. Although Contractor may offer lower prices to WTSC, during the term of this Contract, Contractor guarantees to provide the Goods and/or Services at no greater than the prices set forth in Exhibit B - Prices for Goods/Services.

3. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time of performance pursuant to this Contract. If, at the time of performance, Contractor cannot make such representations and warranties, Contractor shall not perform and shall, within three (3) business days notify WTSC, in writing, of such breach.

3.1. QUALIFIED TO DO BUSINESS. Contractor represents and warrants that Contractor is (a) in good standing; (b) qualified to do business in the State of Washington; and (c) registered with the Washington State Department of Revenue and the Washington Secretary of State.

3.2. TAXES. Contractor represents and warrants that Contractor is current, in full compliance, and has paid all applicable taxes owed to the State of Washington.

3.3. LICENSES; CERTIFICATIONS; AUTHORIZATIONS; & APPROVALS. Contractor represents and warrants that Contractor possesses and shall keep current during the term of this Contract all required licenses, certifications, permits, authorizations, and approvals necessary for Contractor’s proper performance of this Contract.

3.4. SUSPENSION & DEBARMENT. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification, that neither Contractor nor its principals or affiliates presently are not, nor have ever been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any governmental Contract by any governmental department or agency within the United States. Contractor further represents and warrants as previously certified in Contractor’s Federal Certification that, in performing this Contract, Contractor shall comply with the federal suspension and debarment requirements.

3.5. WAGE VIOLATIONS. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification, that during the term of this Contract and the three (3) year period immediately preceding the award of the Contract, Contractor has not been determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgement entered by a court of limited or general jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW 49.46, 49.48, or 49.52.

3.6. CIVIL RIGHTS. Contractor represents and warrants that Contractor complies with all applicable requirements regarding civil rights. Such requirements prohibit discrimination against individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin.

3.7. EXECUTIVE ORDER 18-03 – WORKERS’ RIGHTS. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this Contract, Contractor shall not, as a condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers.

3.8. WASHINGTON SMALL BUSINESS [IF APPLICABLE]. Contractor represents and warrants, as previously certified in Contractor’s Bidder Certification, that Contractor qualifies as a Washington Small Business pursuant to RCW 39.26.010.

3.9. CERTIFIED VETERAN-OWNED BUSINESS [IF APPLICABLE]. Contractor represents and warrants, as previously certified in Contractor’s Bidder Certification, that Contractor qualifies as a Certified Veteran-Owned Business pursuant to RCW 43.60A.190.

3.10. PUBLIC CONTRACTS AND PROCUREMENT FRAUD. Contractor represents and warrants that, within the three (3) year period prior to this Contract, neither Contractor nor its principals or affiliates: (a) have been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offence in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) contract under a public contract; (b) have been in violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; (c) are presently indicted for or otherwise criminally or civilly charged by a government entity (federal, state or local) with commission of any of the offense enumerated in subsection (b) of this provision; or (d) had one or more public contracts (federal, state or local) terminated for cause or default.

3.11. PROCUREMENT ETHICS & PROHIBITION ON GIFTS. Contractor represents and warrants that Contractor complies fully with all applicable procurement ethics restrictions including, but not limited to, restrictions against Contractor providing gifts or anything of economic value, directly or indirectly, to State employees.

3.12. WASHINGTON’S STATEWIDE PAYEE DESK. Contractor represents and warrants that Contractor is registered with Washington’s Statewide Payee Desk, which registration is a condition to payment.

3.13. ADVERTISING AND ENDORSEMENT. Contractor understands and acknowledges that neither WTSC nor the State of Washington are endorsing Contractor’s goods and/or services or suggesting that such goods and/or services are the best or only solution to their needs. Accordingly, Contractor further represents and warrants that Contractor shall make no reference to WTSC or the State of Washington in any promotional material without the prior written consent of WTSC.

3.14. CONTINGENT FEES. Contractor represents and warrants that no person or selling agent has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established agents as defined in the Federal Acquisition Regulations.

3.15. FINANCIALLY SOLVENT. Contractor represents and warrants that Contractor has not commenced bankruptcy proceedings and that there are no judgment, liens, or encumbrances of any kind affecting title to any Goods and/or Services that are the subject of this Contract.

3.16. OPERATIONAL CAPABILITY. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor has the operational and financial capability to perform the Contract.

3.17. ACCESS EQUITY – CONTRACT REPORTING. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor, if utilizing subcontractors to perform this Contract, shall register and report monthly, as Contractor, through Access Equity, Washington’s secure online business diversity vendor management system (B2Gnow), which is managed by Washington’s Office of Minority and Women’s Business Enterprises (OMWBE), any payments to subcontractors pertaining to the Contract. Contractor further represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor shall use commercially reasonable efforts to ensure that such subcontractors also utilize Access Equity to verify such payment information as reported by Contractor.

3.18. FEDERAL FUNDING. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor complies with the Federal Funding requirements set forth in this Contract.

3.19. CONTRACT TRANSITION. Contractor represents and warrants that, in the event this Contract is transitioned to another contractor (e.g., Contract expiration or termination), Contractor shall use commercially reasonable efforts to assist WTSC for a period of sixty (60) days to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the State of Washington.

4. QUALITY; WARRANTY; REMEDIES.

4.1. GOODS WARRANTY. Contractor warrants that, for a period of twelve (12) months from the date when the Goods are put into use, or eighteen (18) months after delivery of the Goods, whichever is later (“Goods Warranty Period”), the Goods: (a) are free from defects in design, material, and workmanship; (b) are fit and safe for the intended purposes and appropriate for the specified application(s) (if any); (c) are consistent with recognized industry quality standards; (d) comply with the requirements, specifications, drawings, standards, and descriptions included in this Contract; and (e) are produced and delivered in full compliance with applicable law (“Goods Warranty”). Contractor further warrants that it has good and marketable title to the Goods and shall keep WTSC’s property free of liens. If WTSC receives notice of a lien caused by Contractor, WTSC may withhold any payment otherwise due Contractor until Contractor submits proof, in a form satisfactory to WTSC, that all lienable claims have been fully paid or waived.

4.2. GOODS REMEDY. If Goods do not comply with the Goods Warranty or any defects develop during the Goods Warranty Period under normal use, at WTSC’s election, Contractor promptly shall remedy the defect by removing, repairing, correcting, or replacing, and/or reinstalling any defective Goods. Contractor’s Goods Warranty support shall include, at Contractor’s sole expense, all technical support, parts, materials and equipment, and labor, including freight and “in/out” costs required to address the defect. If, in WTSC’s judgment, repair or replacement is inadequate, or fails of its essential purpose, Contractor shall refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys’ fees and costs.

4.3. SERVICES WARRANTY. Contractor warrants that: (a) Services will be performed in a timely, efficient, professional, and workmanlike manner; (b) all Contractor personnel assigned to perform Services will have the necessary skill and training; and (c) Services will be performed in a manner consistent with the standard of care in the industry (“Services Warranty”). The Services Warranty will survive for a period of twelve (12) months after the date when Services are completed (“Services Warranty Period”).

4.4. SERVICES REMEDY. If Services do not comply with the Services Warranty or are in any manner found to be nonconforming during the Services Warranty Period, Contractor promptly shall remedy the non-conformance, or at WTSC’s election, Contractor shall re-perform or correct the nonconforming Services at no additional cost to WTSC or refund the amounts paid for the Services.

4.5. IT WARRANTY. Contractor warrants, that all hardware, software, and firmware associated with Goods or Services (“IT Goods” and “IT Services”, respectively) will not: (a) contain any viruses, malicious code, Trojan horse, worm, time bomb, self-help code, back door, or other software code or routine designed to: (i) damage, destroy, or alter any software or hardware; (ii) reveal, damage, destroy, or alter any data; (iii) disable any computer program automatically; or (d) permit unauthorized access to any software or hardware; (b) contain any third party software (including software that may be considered free software or open source software) that (i) may require any software to be published, accessed, or otherwise made available without the consent of WTSC, or (ii) may require distribution, copying, or modification of any software free of charge; and (c) infringe on any patent, copyright, trademark, or other proprietary or intellectual property right of any third party or misappropriate any trade secret of any third party (“IT Warranty”). The IT Warranty will expire twelve (12) months after the date IT Goods are delivered or IT Services are complete, as applicable.

4.6. IT REMEDY. If IT Goods or IT Services do not comply with the IT Warranty, or if any defect or non-conformance develops during the IT Warranty Period, Contractor, at WTSC’s election, promptly will: (a) remedy the defect by removing, repairing, correcting or replacing, and/or reinstalling any defective IT Goods; (b) re-perform or correct the non-conforming IT Services at no additional cost to WTSC; or (c) refund the amounts paid for IT Services and IT Goods.

4.7. FAILURE TO REMEDY. If Contractor does not remedy a defect or nonconformity within ten (10) calendar days after receipt of written notice from WTSC, or if an emergency exists rendering it impossible or impractical for WTSC to have Contractor provide a remedy, WTSC may, without prejudice to any other rights or remedies available to it, make or cause to be made required modifications, adjustments, or repairs, or may replace Goods, Services, IT Goods, or IT Services, in which case Contractor shall reimburse WTSC for its actual costs or, at WTSC’s option, WTSC will offset the costs incurred from amounts owing to Contractor.

4.8. TECHNICAL SUPPORT. During any applicable warranty period, Contractor shall provide all warranty service and telephone support, including after-hour technical support, at its own cost. Contractor shall maintain a technical support hotline to address breakdowns and safety incidents.

5. SAFETY; SECURITY. Contractor’s failure to comply with any of the requirements in this Section shall be cause for termination.

5.1. REGULATORY REQUIREMENTS/SAFETY. Goods and/or Services supplied by Contractor shall meet all OSHA and other safety-related federal, state, and/or local regulatory agency requirements applicable to the Goods and/or Services.

5.2. MATERIAL SAFETY DATA SHEETS. As applicable, Contractor shall provide WTSC with all appropriate Material Safety Data Sheets (“MSDS”) at the time of delivery of each shipment of Goods which requires such compliance and/or and for materials used by Contractor while performing Services and any updates of the same.

5.3. CLEAN-UP. If Contractor, its agents, employees, or subcontractors perform onsite Services, Contractor, at its cost, will remove all excess materials, equipment, packaging, and garbage within the scope of its performance of Services and leave that portion of the premises in which the work was performed in a clean condition. Should Contractor fail to clean up a Site after completion of work, WTSC will have the right to remove the materials and set off the cost of clean up against amounts owed to Contractor.

5.4. ACCIDENT AND INJURY REPORTING. If Contractor, its agents, employees, or subcontractors are present at WTSC’s premises, Contractor promptly will report in writing all injuries, accidents, property damage, near-miss incidents, or any claims regarding damages or injury involving Contractor, its agents, employees, or subcontractors occurring at such premises. Contractor agrees to cooperate and assist in any WTSC investigation of incidents.

5.5. ON SITE REQUIREMENTS. While on WTSC’s premises, Contractor, its agents, employees, or subcontractors shall comply, in all respects, with WTSC’s physical, fire, access, safety, and other security requirements and not interfere with WTSC’s operations. Contractor represents and warrants that Contractor, its agents, employees, or subcontractors who access WTSC’s premises will be adequately trained and at all times comply with WTSC’s requirements.

5.6. IT SECURITY POLICIES. Contractor, its agents, employees, or subcontractors shall comply with all Washington State IT security policies and standards which will be made available to Contractor upon request.

5.7. HAZARDOUS MATERIALS. If Contractor uses chemicals or any potentially hazardous materials in the performance of Services, Contractor assumes responsibility for any loss, release, or environmental incident arising out of Contractor’s unloading, discharge, storage, handling, or disposal of any chemical or container holding potentially hazardous materials, including the use of potentially hazardous material alone or in combination with other substances, and for Contractor’s noncompliance with any related laws or regulations. If Contractor receives hazardous materials or toxic waste from a Purchaser, Contractor immediately shall contact the Purchaser to discuss disposal options, at Purchaser’s expense. It is the Purchaser's responsibility to ensure hazardous materials and wastes created by Purchaser are disposed of properly. The Purchaser may elect, if permitted by law: 1) to have such materials returned, 2) hire the Contractor to dispose of the materials/waste through appropriate disposal methods, or 3) arrange for disposal through the state’s Hazardous Waste Disposal contract number 03614 (once that expires, whichever contract follows). Purchaser shall bear all associated handling and disposal costs to meet all governmental regulations for disposal. Contractor shall receive Purchaser’s pre-approval for any related Contractor’s handling and disposal charges, which charges shall not exceed those regularly charged to customers. Learn more about hazardous waste disposal guidelines and options at http://1800recycle.wa.gov/ and https://ecology.wa.gov/Regulations-Permits/Guidance-technical-assistance/Dangerous-waste-guidance/Dispose-recycle-or-treat.

6. SUBCONTRACTORS.

6.1. CONTRACTOR RESPONSIBILITY. Notwithstanding any provision to the contrary, in the event Contractor elects to utilize subcontractors to perform this Contract, Contractor shall: (a) incorporate Contractor’s responsibilities under this Contract into its subcontracts; (b) be fully responsible for the performance of any such subcontractors (regardless of tier) and ensure that subcontractors comply with each and every Contractor obligation set forth in this Contract; (c) be the sole point of contact for WTSC regarding all contractual matters; and (d) defend, indemnify, and hold WTSC harmless in case of negligence, other tortious fault, or intentional misconduct by any such subcontractors (regardless of tier).

6.2. REPORTING. If Contractor is required to report to WTSC, such report(s) will include subcontractor data, by subcontractor, for any data that Contractor is required to report as well as a consolidated ‘rollup’ report combining Contractor and subcontractor data.

6.3. SUBCONTRACTOR REPRESENTATIONS AND CERTIFICATIONS. Any Contractor representations or certifications set forth in this Contract shall apply to subcontractors (at any tier) and Contractor shall not utilize any subcontractors (at any tier) who cannot provide such representations or certifications, excepting the certification to be registered with Washington’s Statewide Payee Desk, unless WTSC will pay such subcontractor directly.

7. PERFORMANCE

7.1. PERFORMANCE REQUIREMENTS. Contractor shall ensure that the Goods and/or Services required by this Contract, including the requirements set forth in Exhibit A, or as otherwise mutually agreed in writing between WTSC and Contractor, are timely provided to WTSC.

7.2. RECEIPT AND INSPECTION OF GOODS AND/OR SERVICES. Goods and/or Services provided by Contractor to WTSC pursuant to this Contract are subject to WTSC’s reasonable inspection, testing, and approval. WTSC reserves the right to reject and refuse acceptance of goods and/or services that are not in accordance with this Contract. If there are any apparent defects in the Goods and/or Services at the time of delivery, WTSC promptly will notify Contractor. At WTSC’s option, and without limiting any other rights, WTSC may require Contractor to repair or replace, at Contractor’s expense, any or all deficient goods and/or services or, at WTSC’s option, WTSC’s may note such deficiency to the goods and/or services on the receiving report, decline acceptance, and deduct the cost of rejected goods and/or services from final payment.

7.3. OWNERSHIP OF DELIVERABLES. Notwithstanding any provision to the contrary, the parties understand and agree that WTSC shall own all rights to any plans, reports, or other deliverables provided to WTSC pursuant to this Contract. The copyright in all works of authorship created pursuant to this Contract shall be owned by the State of Washington. All such works or portions of works created by the Contractor are hereby agreed to be "works made for hire" within the meaning of 17 U.S.C. § 201. If, however, the State of Washington is not able to obtain copyright ownership under the statutory provisions for "works made for hire," then Contractor hereby assigns to State of Washington all right, title, and interest in: (a) the copyright to Contractor’s work of authorship ("Work") and contribution to any such Work ("Contribution"); (b) any registrations and copyright applications, along with any renewals and extensions thereof, relating to the Contribution or the Work; (c) all works based upon, derived from, or incorporating the Contribution or the Work; (d) all income, royalties, damages, claims and payments now or hereafter due or payable with respect to the Contribution or the Work; (e) all causes of action, either in law or in equity, for past, present, or future infringement of copyright related to the Contribution or the Work, and all rights corresponding to any of the foregoing, throughout the world. In addition, to the extent any applicable law or treaty prohibits the transfer or assignment of any moral rights or rights of restraint the Contractor has in the Contribution or the Work, the Contractor waives those rights as to State of Washington, its successors, licensees, and assigns.

7.4. CONTRACTOR KEY STAFF CHANGES.

(a) Except in the case of a leave of absence, sickness, death, termination of employment or unpaid or paid leave of absence, agreed upon Key Staff must not be changed during the term of this Contract. Otherwise, any change in Key Staff must be agreed in writing between the parties. During the term of the Contract, WTSC reserves the right to approve or disapprove of Contractor and Subcontractor Key Staff assigned to perform services as required by this Contract, or to require the removal or reassignment of any Contractor or Subcontractor Key Staff found unacceptable by WTSC, subject to WTSC’s compliance with applicable laws and regulations. Contractor must provide WTSC with a resume of any member of its Key Staff or a Subcontractor’s Key Staff assigned to or proposed for any aspect of performance under this Contract prior to commencing any Services.

(b) In the event that proposed Contractor resources are unavailable to deliver the work, Contractor must staff the project with resources with equal or greater skills and capabilities, subject to approval from WTSC.

(c) WTSC must be notified of any change in Contractor Key Staff as soon as practicable but in no event less than five (5) working days after removal of such staff from their duties in support of this Contract. Contractor must provide resumes and describe the roles and responsibilities of any replacement staff to WTSC as soon as practicable but in no event less than five (5) working days prior to the date that such staff begin work under this Contract. WTSC reserves the right, in its sole judgement, to approve or reject such replacement staff. WTSC ’s approval of such staff will not be unreasonably withheld.

8. INVOICING, PAYMENT

8.1. CONTRACTOR INVOICE. Contractor shall submit properly itemized invoices to WTSC’s designated invoicing contact for Goods and/or Services provided pursuant to this Contract. Contractor shall submit monthly invoices for payment consistent with the payment schedule included in this Contract to WTSC with supporting documentation as WTSC shall require. All such invoices shall be submitted through the WEMS invoicing process, or via alternate method if approved by WTSC. Payment to Contractor will be made by warrant or account transfer by WTSC within 30 days of receipt of such properly documented invoices acceptable to WTSC. Upon expiration of the Contract, any claim for payment not already made shall be submitted within 45 days after the expiration date of this Contract. All invoices for goods received or services performed on or prior to June 30 must be received by WTSC no later than August 10 of that same year. All invoices for goods received or services performed between July 1 and September 30 must be received by WTSC no later than November 15 of that same year. WTSC reserves the right to delay the processing of invoices until the activity reports required by Section 8.7 are received and approved. Such invoices shall itemize the following:

(a) Contract No. 2024-05 or 2025-FG-5475

(b) Project Fiscal Year

(c) Contractor name, address, telephone number, and email address for billing issues (i.e., Contractor Customer Service Representative, Vendor Claimant);

(d) Contractor’s Federal Tax Identification Number or statewide vendor number;

(e) Date(s) of delivery;

(f) Billing start and end date

(g) Description of Services and Deliverables provided;

(h) Net invoice Price for each Service or Deliverables;

(i) Applicable taxes;

(j) Total invoice amount;

(k) Payment terms, including any available prompt payment discounts; and

(l) Back up documentation.

8.2. CONTRACTOR’S INVOICES FOR PAYMENT SHALL REFLECT ACCURATE CONTRACT PRICES. Invoices will not be processed for payment until receipt of a complete invoice as specified herein. WTSC shall have no obligation to pay Contractor for any services that do not comply with this Contract Payment. Payment is the sole responsibility of, and will be made by, WTSC.

8.3. OVERPAYMENTS. Contractor promptly shall refund to WTSC the full amount of any erroneous payment or overpayment. Such refunds shall occur within thirty (30) calendar days of written notice to Contractor; Provided, however, that WTSC shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely refunds of overpayment(s) (either directly or by such credit memo), Contractor shall pay WTSC interest at a rate of one percent (1%) per month on the amount overdue thirty (30) calendar days after notice to Contractor.

8.4. ADVANCE PAYMENT PROHIBITED. Except as authorized by law, Contractor shall not request or receive advance payment for any Good and/or Services furnished by Contractor pursuant to this Contract.

8.5. NO ADDITIONAL CHARGES. Unless otherwise specified herein, Contractor shall not include or impose any additional charges including, but not limited to, charges for shipping, handling, insurance, or payment processing.

8.6. TAXES/FEES. The Contractor shall comply with all applicable local, state, and federal licensing, accreditation, and registration requirements/standards necessary for the performance of this Contract. The Contractor shall complete registration with the Washington State Department of Revenue, if required, and be responsible for payment of all taxes due on payments made under this Contract.

8.7. ACTIVITY PROGRESS REPORTING. Contractor shall submit activity reports pertaining to this Contract in the form provided by WTSC using the WTSC Enterprise Management System (WEMS) Progress Reporting process or other alternate means pre-approved by WTSC. Contractor shall include copies of publications, training reports, and any statistical data generated in project execution in the reports. WTSC reserves the right to delay the processing of invoices until activity reports are received and approved.

8.8. SUBCONTRACTOR ACCESS EQUITY REPORTING. This Contract is subject to compliance tracking using the State’s business diversity management system, Access Equity (B2Gnow). Access Equity is web-based and can be accessed at the Office of Minority and Women’s Business Enterprises at https://omwbe.diversitycompliance.com/. In the event that Contractor utilizes subcontractors to perform this Contract, Contractor (and subcontractor(s)) shall comply with this provision. Contractor and all Subcontractors shall report and confirm receipt of payments made to Contractor and each Subcontractor through Access Equity. Contractor may contact WTSC at 360-725-9860 for technical assistance in using the Access Equity system. User guides and documentation related to Contractor and Subcontractor access to and use of Access Equity are available online at https://omwbe.wa.gov/access-equity-help-center. WTSC reserves the right to withhold payments from Contractor for non-compliance with this section. For purposes of this Contract, Subcontractor means any subcontractor working on the Contract, at any tier and regardless of status as certified WMBE or Non-WMBE.

(a) Register and enter all required Subcontractor information into Access Equity no later than 15 days after WTSC creates the Contract Record in Access Equity.

(b) Complete the required user training (two (2) one-hour online sessions) no later than 20 days after WTSC creates the Contract Record in Access Equity.

(c) Report the amount and date of all payments (i) received from WTSC, and (ii) paid to Subcontractors, no later than September 30, 2024, issuance of each payment made by WTSC to Contractor, unless otherwise specified in writing by WTSC, except that Contractor shall mark as “Final” and report the final Subcontractor payments) into Access Equity no later than thirty (30) days after the final payment is due to the Subcontractor(s) under the Contract, with all payment information entered no later than sixty (60) days after the end of the fiscal year.

(d) Monitor contract payments and respond promptly to any requests or instructions from WTSC or system-generated messages to check or provide information in Access Equity.

(e) Coordinate with Subcontractors, or WTSC when necessary, to resolve promptly any discrepancies between reported and received payments.

(f) Require each Subcontractor to: (i) register in Access Equity and complete the required user training; (ii) verify the amount and date of receipt of each payment from Contractor or a higher tier Subcontractor, if applicable, through Access Equity; (iii) report payments made to any lower tier Subcontractors, if any, in the same manner as specified herein; (iv) respond promptly to any requests or instructions from Contractor or system-generated messages to check or provide information in Access Equity; and (v) coordinate with Contractor, or WTSC when necessary, to resolve promptly any discrepancies between reported and received payments.

9. CONTRACT MANAGEMENT

9.1. CONTRACT ADMINISTRATION & NOTICES. Except for legal notices, the parties hereby designate the following contract administrators as the respective single points of contact for purposes of contract administration for this Contract. WTSC’s contract administrator shall provide contract administrative oversight. Contractor’s contract administrator shall be Contractor’s principal contact for invoice/billing activities under this Contract. The parties may change contract administrators by written notice as set forth below.

Any notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing:

Attn: Wade Alonzo Washington Traffic Safety Commission PO Box 40944 Olympia, WA 98504 Tel: (360) 725-9875 Email: walonzo@wtsc.wa.gov Attn: _________________________ Tel: (___) __________ Email: _______________

Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon transmission to the designated email address of said addressee.

9.2. CONTRACTOR CUSTOMER SERVICE REPRESENTATIVE. Contractor shall designate a customer service representative (and inform WTSC of the same) who shall be responsible for addressing WTSC’s issues pertaining to this Contract.

9.3. LEGAL NOTICES. Any legal notices required or desired shall be in writing and delivered by U.S. certified mail, return receipt requested, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing:

Attn: Wade Alonzo Washington Traffic Safety Commission PO Box 40944 Olympia, WA 98504 Tel: (360) 725-9875 Email: walonzo@wtsc.wa.gov Attn: _________________________ Email: _______________

Notices shall be deemed effective upon the earlier of receipt when delivered, or, if mailed, upon return receipt, or, if emailed, upon transmission to the designated email address of said addressee.

10. RECORDS RETENTION & AUDITS

10.1. RECORDS RETENTION. Contractor shall maintain books, records, documents, and other evidence pertaining to this Contract to the extent and in such detail as shall adequately reflect contract performance and administration of purchases, payments, taxes and fees. Contractor shall retain such records for a period of six (6) years following expiration or termination of this Contract or final payment, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved.

10.2. AUDIT. WTSC reserves the right to audit, or have a designated third party audit, applicable records to ensure that Contractor properly has invoiced WTSC. Accordingly, Contractor shall permit WTSC and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor’s books, documents, papers and records directly pertinent to this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of six (6) years following expiration or termination of this Contract or final payment, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved.

11. INSURANCE

11.1. REQUIRED INSURANCE. Contractor, at its expense, shall maintain in full force and effect the insurance coverages set forth in Exhibit C – Insurance Requirements. All costs for insurance, including any payments of deductible amounts, shall be considered incidental to and included in the prices for Goods and/or Services and no additional payment shall be made to Contractor.

11.2. WORKERS COMPENSATION. Contractor shall comply with applicable workers compensation statutes and regulations (e.g., RCW Title 51, Industrial Insurance). If 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, WTSC may terminate this Contract. This provision does not waive any of the Washington State Department of Labor and Industries (L&I) rights to collect from Contractor. If Contractor performs Services on WTSC’s behalf in the State of Washington, and only to the extent of claims against Contractor by WTSC under the Indemnity obligations in this Contract, Contractor expressly waives any immunity it may be granted under the Washington State Industrial Insurance Act, Title 51 RCW. Contractor’s indemnification obligation will not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable to or for any third party under workers’ compensation acts, disability benefit acts, or other employee benefit acts. The parties expressly acknowledge and certify that the waiver of immunity under Title 51 RCW was mutually negotiated and agreed upon.

12. CLAIMS

12.1 ASSUMPTION OF RISKS; CLAIMS BETWEEN THE PARTIES. Contractor assumes sole responsibility and all risks of personal injury or property damage to itself and its employees and agents in connection with Contractor’s operations under this Contract. WTSC has made no representations regarding any factor affecting Contractor’s risks. Contractor shall pay for all damage to any WTSC’s property resulting directly or indirectly from Contractor’s acts or omissions under this Contract, even if not attributable to negligence by Contractor or its agents.

12.2 THIRD-PARTY CLAIMS; GENERAL INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold WTSC and its employees and agents harmless from and against all claims, demands, judgments, assessments, damages, penalties, fines, costs, liabilities or losses including, without limitation, sums paid in settlement of claims, attorneys’ fees, consultant fees, and expert fees (collectively “Claims”) arising out of Contractor’s or its successors’, agents’, and subcontractors’ negligence, other tortious fault, or intentional misconduct under this Contract; Provided, however, that no right to indemnity will exist as to that portion of a Claim resulting from the sole negligence, tortious fault, or intentional misconduct of WTSC. The parties agree that if there are any limitations of Contractor’s liability, including a limitation of liability clause for anyone for whom the Contractor is responsible, such limitations of liability shall not apply to injuries to persons, including death, or to damages to property. Contractor shall take all steps needed to keep WTSC’s property free of liens arising from Contractor’s activities, and promptly obtain or bond the release of any such liens that may be filed.

12.3 INTELLECTUAL PROPERTY INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold WTSC and their employees and agents harmless from against any and all Claims resulting from allegations of infringement of any patents, copyrights, trade secret, or similar intellectual property rights covering the Goods and/or Services provided, or the use of the Goods and/or Services under this Contract. If WTSC’s use of Goods and/or Services provided by Contractor is enjoined based on an intellectual property infringement Claim, Contractor shall, at its own expense, either procure for WTSC’s the right to continue using the Goods and/or Services or, after consulting with WTSC’s and obtaining WTSC’s consent, replace or modify the Goods and/or Services with substantially similar and functionally equivalent non-infringing Goods and/or Services.

13. DISPUTE RESOLUTION.

Except as otherwise provided in this Contract, when a dispute arises between the Parties and it cannot be resolved by direct negotiation, either Party may request a dispute review by the WTSC. The request for a dispute review (“Requestor’s Statement”) must: be in writing, state the disputed issue(s), state the relative positions of the requester’s Party, state the designated contact’s name, address, and telephone number, and be submitted by mail or electronic correspondence (email) to WTSC and the other Party’s Designated Contact within three working days after the Parties agree that they cannot resolve the dispute.

Within five working days after receipt of the Requestor’s Statement, the other Party’s Designated Contact shall send a written response to the Requester’s Statement to both the WTSC and the requester. The WTSC shall review the written statements and provide a resolution reply in writing to both Parties within 10 working days after receiving the second Party’s written response. The WTSC may extend this period if necessary to allow more time for review or to collect more information from the Parties by notifying both Parties. The Parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal. Nothing in this Contract shall be construed to limit the Parties’ choice of a mutually acceptable alternate dispute resolution method in addition to or in lieu of the dispute resolution procedure outlined above. In the event that either Party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this Agreement, the Parties hereto agree that any such action or proceedings shall be brought in the superior court situated in Thurston County, Washington

14. SUSPENSION; EXPIRATION; TERMINATION; REMEDIES.

14.1. TERMINATION. This Contract may be terminated: (a) upon the mutual written agreement of the parties; (b) by the non-breaching party where the breach is not cured within thirty (30) calendar days after written notice of breach is delivered to the breaching party, unless a different time for cure is otherwise stated in this Contract; and (c) as otherwise expressly provided for in this Contract. This Contract shall terminate automatically and without further action if a party becomes insolvent or is placed in receivership, reorganization, liquidation, or bankruptcy. In addition to any other available remedies, the non-breaching party may terminate this Contract as provided in subsection (b) above without further liability by written notice to the breaching party. A termination for breach will not affect rights or obligations accrued or owed before the effective date of the termination notice.

14.2. TERMINATION FOR NONAPPROPRIATION OR REDUCTION OF FUNDS OR CHANGES IN LAW. WTSC may suspend or terminate this Contract, at the sole discretion of WTSC or, as applicable, if WTSC reasonably determines that: (a) a change in Federal or State legislation or applicable laws materially affects the ability of either party to perform under the terms of this Contract; or (b) that a change in available funds affects WTSC’s ability to pay Contractor. A change of available funds as used in this section includes, but is not limited to, a change in Federal or State funding, whether as a result of a legislative act or by order of the President or the Governor. If a written notice is delivered under this provision, WTSC will reimburse Contractor for Goods properly ordered and/or Services properly performed until the effective date of said notice. Except as stated in this provision, in the event of termination for nonappropriation or reduction of funds or changes in law, WTSC will have no obligation or liability to Contractor.

14.3. TERMINATION FOR PUBLIC CONVENIENCE. WTSC, for public convenience, may terminate this Contract; Provided, however, that such termination for public convenience must, in WTSC’s judgment, be in the best interest of the State of Washington; and Provided further, that such termination for public convenience shall only be effective upon sixty (60) days prior written notice; and Provided further, that such termination for public convenience shall not relieve WTSC from payment for Goods and/or Services already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such termination for public convenience, WTSC shall not have any obligation or liability to Contractor.

14.4. TERMINATION – Contractor’s Obligations. Upon termination of this Contract, Contractor shall: (a) continue to fulfill its warranty obligations with respect to any Goods and/or Services provided hereunder and all provisions of the Contract that, by their nature, would continue beyond termination or cancellation of the Contract shall so continue and survive; and (b) promptly return to WTSC all keys, badges, and other materials supplied by WTSC pursuant to this Contract.

14.5. DEFAULT. Any of the following events shall constitute cause for WTSC to declare Contractor in default of this Contract:

(a) Contractor fails to perform or comply with any of the terms or conditions of this Contract;

(b) Contractor breaches any representation or warranty provided herein; or

(c) Contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary.

14.6. SUSPENSION & TERMINATION FOR DEFAULT. WTSC may suspend Contractor’s operations under this Contract immediately by written cure notice of any default. Suspension shall continue until the default is remedied to WTSC’s reasonable satisfaction; Provided, however, that, if after fifteen (15) days from such a suspension notice, Contractor remains in default, WTSC may terminate Contractor’s rights under this Contract. All of Contractor’s obligations to WTSC survive termination of Contractor’s rights under this Contract, until such obligations have been fulfilled.

14.7.