25-0004 Exhibit D.docx

CONTRACT

NO. __

FOR

TICKET STOCK

By and Between

STATE OF WASHINGTON

DEPARTMENT OF ENTERPRISE SERVICES

and

Dated _____________________, 20

CONTRACT NO. K ____ 25

(Rev. 2025-08-01)

CONTRACT

NO. K ____

FOR

TICKET STOCK

This Contract (“Contract”) is made and entered into by and between the Washington Department of Enterprise Services, a Washington State governmental agency (“Enterprise Services”) and ____________________, a ________________ (“Contractor”) and is dated and effective as of _______________ __, 20__.

R E C I T A L S A. Pursuant to Legislative direction codified in RCW 39.26, Enterprise Services is authorized to solicit and award contracts, through a competitive procurement process, to obtain goods and/or services for use by Enterprise Services, including Ticket Stock (Goods and/or Services”).

B. Enterprise Services, as part of a competitive governmental procurement, issued Competitive Solicitation No. 25-0004 dated ___________, 20__.

C. The Competitive Solicitation was structured to meet purchaser needs and designed to result in one Contract award,.

D. Pursuant to the competitive solicitation for the Contract, Contractor certified that Contractor qualified for the following evaluation and Contract award preferences:

· Executive Order 18-03 – Worker’s Rights;

· Certified Veteran-Owned Business; and

· Washington Small Business.

Accordingly, the Contract includes certain contractor representations and warranties to facilitate procurement integrity requirements and to ensure that, in performing the Contract, Contractor enables the State of Washington to achieve the public policy benefits that informed the above-referenced bid and Contract award preferences. See Contract at § 4 (Contractor Representations and Warranties).

E. Enterprise Services evaluated all responses to the Competitive Solicitation and identified Contractor as the apparent successful bidder.

F. The purpose of this Contract is to enable Enterprise Services to purchase the Goods and/or Services as set forth herein.

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 is twenty-four (24) months, commencing _____________, 20__ and ending _____________, 20__; Provided, however, that if Contractor is not in default and if, by __________, 20__, in Enterprise Services’ reasonable judgment, Contractor satisfactorily has met the performance-based goals for contract extension, Enterprise Services shall extend the term of this Contract, by written amendment, for up to twenty-four (24) 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:

2. SCOPE: INCLUDED GOODS AND/OR SERVICES & PRICES.

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 – Included Goods/Services 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 by Enterprise Services pursuant to this Contract and, as applicable, as identified in a Purchase Order.

(b) Services. For purposes of this Contract, “Services” means all services of any nature ordered by Enterprise Services pursuant to this Contract and, as applicable, as identified in a Purchase Order.

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

2.2. ENTERPRISE SERVICES’ ABILITY TO MODIFY SCOPE OF CONTRACT. Subject to mutual agreement between the parties, Enterprise Services 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. ECONOMIC ADJUSTMENT. Contractor may request price adjustments to the prices set forth in Exhibit B – Prices for Goods/Services from sixty (60) days prior to the anniversary date to thirty (30) days prior to the anniversary date. Contracts that do not request an adjustment during this time waive their price adjustment for that contract year. Future adjustments will not include adjustment for the non-requested year. The prices shall be adjusted as set forth below, based upon the percent changes (whether up or down) in the United States Department of Labor, Bureau of Labor and Statistics (BLS) indices described below, for the most recent year. All calculations for the index shall be based upon the latest version of data published as of January 1 each year. If an index is recoded (i.e., the recoded index is a direct substitute for the prior index according to the BLS), this Contract will use the recoded index, as applicable. If an index becomes unavailable, Enterprise Services shall substitute a proxy index. If there is not a direct substitute, the next higher aggregate index available shall be used. Prices will be adjusted on [] the anniversary date of each year through Enterprise Services updating Exhibit B – Prices for Goods/Services through this process without a contract amendment and posting the new prices on the public facing webpage. The economic adjustment shall be calculated as follows:

BLS Index: [] Pulp, Paper, and Allied Products: Writing and Printing Papers (WPU091301) New Price = Old Price x (Current Period Index/Base Period Index).

2.4. PRICE CEILING. Although Contractor may offer lower prices to Enterprise Services, 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 (subject to economic or other adjustment as set forth herein).

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 Enterprise Services, 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 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.

3.5. 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.

3.6. WASHINGTON STATE WAGE THEFT PREVENTION. 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.

3.7. 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 or Purchase Order 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) have been 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.

3.8. 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 Enterprise Services’ employees.

3.9. WASHINGTON’S ELECTRONIC BUSINESS SOLUTION (WEBS). Contractor represents and warrants that Contractor is registered in Washington’s Electronic Business Solution (WEBS), Washington’s contract registration system and that, all of Contractor’s information therein is current and accurate and that throughout the term of this Contract, Contractor shall maintain an accurate profile in WEBS.

3.10. 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.

3.11. BEST PRICING. Contractor represents and warrants, Contractor’s prices for the Goods and/Services included in Exhibit B – Prices for Goods/Services) are equal to or less than Contractor’s standard prices generally offered to government/public sector purchasers of such Goods and/or Services under similar terms and conditions. If, during the term of this Contract, Contractor enters into an agreement with any other purchaser that contains more favorable pricing than is provided herein, then this Contract shall be deemed to be amended to provide Purchasers such more favorable pricing upon notice from Enterprise Services to Contractor. To ensure compliance, Enterprise Services, upon seven (7) business days advance written notice to Contractor, may audit Contractor’s records.

3.12. CONTRACT PROMOTION; ADVERTISING AND ENDORSEMENT. Contractor represents and warrants that Contractor shall use commercially reasonable efforts both to promote and market the use of this Contract with eligible Purchasers and to ensure that those entities that utilize this Contract are eligible Purchasers; provided, however, that Contractor may rely on the representations of any Purchaser and Enterprise Services regarding such eligibility. Contractor understands and acknowledges that neither Enterprise Services 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 Enterprise Services or the State of Washington in any promotional material without the prior written consent of Enterprise Services.

3.13. 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.

3.14. 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.

3.15. 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.

3.16. ACCESS EQUITY – CONTRACT REPORTING (if utilizing subcontractors). 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.

3.17. WASHINGTON STATE WORKERS’ RIGHTS (EXECUTIVE ORDER 18-03). 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.

3.18. WASHINGTON SMALL BUSINESS. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor qualifies as a Washington Small Business as defined and set forth in Contractor’s Bidder’s Certification.

3.19. CERTIFIED VETERAN-OWNED BUSINESS. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor qualifies as a Certified Veteran-Owned Business as defined and set forth in Contractor’s Bidder’s Certification.

3.20. TRANSACTIONAL LIMITS TO SATISFY CONTRACTOR’S CONTRACT AWARD STATUS. Contractor represents and warrants that, during the term of this Contract, notwithstanding any provision to the contrary, Contractor shall comply with the following transactional limits:

(a) Contract Assignment. Contractor shall not assign its rights under this Contract, in whole or in part, unless:

(i) Contractor demonstrates to Enterprise Services that the proposed assignee qualifies for each and all of the contract award preferences set forth in Recital D, each of which benefitted Contractor in obtaining the Contract;

(ii) Contractor demonstrates to Enterprise Services that the proposed assignee qualifies as a ‘responsible bidder’ as described in RCW 39.26.160(2); and

(iii) Enterprise Services consents to such proposed assignment and the parties timely execute Enterprise Services’ Assignment, Assumption, and Consent Agreement.

For each of the contract award preferences stated in Recital D, Contractor’s proposed assignee must satisfy the relevant criteria as set forth in the Bidder’s Certification that Contractor submitted pertaining to this Contract.

(b) Subcontracting. Contractor, in exercising any rights set forth in the Contract to utilize subcontractors to perform this Contract, also shall comply with the following:

(i) Qualifying Subcontractors. Contractor may utilize any subcontractor who Contractor can demonstrate qualifies for each and all of the contract award preferences stated in Recital D, each of which benefitted Contractor in obtaining the Contract. Contractor, prior to utilizing such subcontractor(s), shall document such subcontractor qualification in writing and, upon request by Enterprise Services, provide such documentation to Enterprise Services.

(ii) Non-Qualifying Subcontractors. Contractor may utilize one or more non-qualifying subcontractors (i.e., subcontractors who do not qualify for each and all of the contract award preferences stated in Recital D) (“Non-Qualifying Subcontractors”) subject to the following limitation: Contractor shall ensure that Non-Qualifying Subcontractors, collectively, shall not perform more than 49% of the Contract value as measured by Purchase Orders performed by Contractor pursuant to the Contract.

3.21 CONTRACT TRANSITION. Contractor represents and warrants that, in the event this Contract or a similar contract, is transitioned to another contractor (e.g., Contract expiration or termination), Contractor shall use commercially reasonable efforts to assist Enterprise Services (including the Purchasers hereunder) for a period of sixty (60) calendar days to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the State of Washington and such Purchasers; Provided, however, that, if costs are incurred, Contractor shall be compensated for such costs consistent with the terms and conditions pertaining to this Contract for the sixty (60) day period immediately before such transition.

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 Enterprise Services’ property free of liens. If Enterprise Services receives notice of a lien caused by Contractor, Enterprise Services may withhold any payment otherwise due Contractor until Contractor submits proof, in a form satisfactory to Enterprise Services, that all lienable claims have been fully paid or waived.

4.1. GOODS REMEDY. If Goods do not comply with the Goods Warranty or any defects develop during the Goods Warranty Period under normal use, at Enterprise Services’ 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 Enterprise Services’ 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.

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

4.3. 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 Enterprise Services’ election, Contractor shall re-perform or correct the nonconforming Services at no additional cost to Enterprise Services or refund the amounts paid for the Services.

4.4. FAILURE TO REMEDY. If Contractor does not remedy a defect or nonconformity within ten (10) calendar days after receipt of written notice from Enterprise Services, or if an emergency exists rendering it impossible or impractical for Enterprise Services to have Contractor provide a remedy, Enterprise Services 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 Enterprise Services for its actual costs or, at Enterprise Services’ option, Enterprise Services shall offset the costs incurred from amounts owing to Contractor.

5. SAFETY; SECURITY; CONTRACTOR REQUIREMENTS WHILE ON PREMISES. 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 applicable health, safety, and other 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 Enterprise Services with all appropriate current 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 pursuant to this Contract.

5.3. CLEAN-UP. If Contractor, its agents, employees, or subcontractors perform on-site Services, Contractor, at its cost, shall 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, Enterprise Services shall 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 Enterprise Services’ premises, Contractor promptly shall 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 Enterprise Services in any investigation of incidents.

5.5. ON SITE REQUIREMENTS. As applicable, while on Enterprise Services’ premises or while interacting with Enterprise Services’ personnel, Contractor, its agents, employees, or subcontractors shall comply, in all respects, with Enterprise Services’ physical, fire, access, safety, health, and security requirements and not interfere with Enterprise Services’ operations. Contractor represents and warrants that Contractor, its agents, employees, or subcontractors who access Enterprise Services’ premises shall be adequately trained and at all times comply with Enterprise Services’ requirements.

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

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 Enterprise Services regarding all contractual matters;

(d) Ensure that such subcontractors are registered in WEBS;

(e) Ensure that such subcontractors comply with the Access Equity requirements applicable to subcontractors as set forth in this Contract; and

(f) Defend, indemnify, and hold Enterprise Services harmless in case of negligence, other tortious fault, or intentional misconduct by any such subcontractors (regardless of tier).

Prior to utilizing any subcontractor to perform this Contract, Contractor shall provide written notice to Enterprise Services’ contract administrator. For each such subcontractor, such notice shall confirm that such subcontractor is:

· Registered in WEBS; and

· Identified by Contractor in Access Equity.

6.2. ACCESS EQUITY. If Contractor utilizes subcontractors to perform this Contract, this section applies. In such circumstances, this Contract is subject to compliance tracking using Access Equity, Washington’s online business diversity vendor management system (B2Gnow), which is managed by Washington’s Office of Minority and Women’s Business Enterprises (OMWBE). Access Equity is web-based and can be accessed at https://omwbe.diversitycompliance.com/. 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. Contractor may contact the Contract Administrator for technical assistance in using the Access Equity system.

(a) Contract Payment Reporting & Verification. Contractor and any subcontractors utilized by Contractor to perform this Contract shall utilize Access Equity to report and confirm receipt of payments made to Contractor by Enterprise Services and to each subcontractor.

(b) Contractor Requirements.

1. Registration. Contractor, within fifteen (15) calendar days of the effective date of this Contract, shall register in Access Equity and enter all required subcontractor information. In the event Contractor subcontracts to perform this Contract after the effective date of this Contract, Contractor shall update Access Equity within fifteen (15) calendar days of such subcontract.

2. Training. Contractor, within twenty (20) calendar days of the effective date of this Contract (or later engagement of a subcontractor), shall complete the required Access Equity user training (two (2) one-hour online sessions).

3. Subcontractors. Contractor shall require any subcontractor(s) utilized by Contractor to perform this Contract to:

· Register in Access Equity;

· Complete the required Access Equity user training;

· Use Access Equity to verify the amount and date of receipt of each payment from Contractor or, if applicable, a higher tier subcontractor;

· Use Access Equity to report payments made by subcontractor to any lower tier subcontractor(s), if any, in the same manner as specified herein;

· Promptly respond to any requests or instructions from Contractor or system-generated messages to check or provide information in Access Equity; and

· When necessary, promptly coordinate with Contractor and/or Enterprise Services to resolve any discrepancies between reported and received payments.

4. Reporting. Contractor, quarterly shall report the amount and date of:

· All payments received from Enterprise Services; and

· All payments paid to subcontractor(s);

Provided, however, that Contractor shall mark as “final” and report final subcontractor payments no later than thirty (30) calendar days after final payment is due to subcontractor(s).

5. Monitor & Respond. Contractor shall monitor contract payments and respond promptly to any requests or instructions from Enterprise Services or system-generated messages to check or provide information in Access Equity.

6. Resolve Discrepancies. When necessary, promptly coordinate with subcontractor(s) and/or Enterprise Services to resolve any discrepancies between reported and received payments.

(c) Right to withhold Payment for Noncompliance. In the event Contractor or subcontractors, if any, fails to comply with this section, Enterprise Services may, in addition to any other lawful remedy, upon written notice of such noncompliance, withhold payment to Contractor until such time as such noncompliance is cured.

6.3. REPORTING. If Contractor is required to report to Enterprise Services, such report(s) shall 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.

6.4. 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 Enterprise Services shall pay such subcontractor directly; Provided, however, that Non-Qualifying Subcontractors are not required to comply with any of the following representations or certifications set forth in this Contract pertaining to the contract award preferences stated in Recital D [e.g., § 4.17 (Executive Order 18-03), § 4.18 (Washington Small Business), and § 4.19 (Certified Veteran-Owned Business).

7. DELIVERY.

7.1. DELIVERY REQUIREMENTS. Contractor must ensure that the Goods and/or Services are delivered or provided as required by this Contract, or as otherwise mutually agreed in writing between Enterprise Services and Contractor. The following apply to all deliveries:

(a) Contractor shall make all deliveries to the applicable delivery location specified below. Such deliveries shall occur during Dept. of Transportation’s normal work hours and within the time period mutually agreed in writing between Contractor and Enterprise Services.

(b) Contractor shall ship all Goods and/or Services purchased pursuant to this Contract, freight charges prepaid by Contractor, FOB Enterprise Services’ specified destination with all transportation and handling charges included. Contractor shall bear all risk of loss, damage, or destruction of the Goods and/or Services ordered hereunder that occurs prior to delivery and installation, except loss or damage attributable solely to Enterprise Services’ fault or negligence.

(c) All packing lists, packages, instruction manuals, correspondence, shipping notices, shipping containers, and other written materials associated with this Contract shall be identified by the Contract number set forth on the cover of this Contract, and by the Purchase Order number. Packing slips shall be enclosed with each shipment and clearly identify all contents and any backorders.

(d) Ticket Stock is continuous and folded every third ticket. There are 1000 tickets in a banded group. Groups are banded to stay together.

(e) Ticket Stock is shipped either 5,000 or 10,000 pieces per box.

(f) Delivery to be completed within thirty-five (35) business days of receipt and acknowledgement of order, 95% of the time.

(g) Over run rate not to exceed 2%. No under runs allowed.

(h) Deliveries to: WSF Warehouse, 6000 6th Ave South, Seattle WA 98108.

(i) Proof of Delivery shall be sent to Dept. of Transportation.

(j) Two samples will accompany each order.

7.2. RECEIPT AND INSPECTION OF GOODS AND/OR SERVICES. Goods and/or Services purchased under this Contract are subject to Enterprise Services’ reasonable inspection, testing, and approval at Enterprise Services’ destination. Enterprise Services 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, Enterprise Services promptly shall notify Contractor. At Enterprise Services’ option, and without limiting any other rights, Enterprise Services may require Contractor to repair or replace, at Contractor’s expense, any or all of the damaged Goods and/or Services or, at Enterprise Services’ option, Enterprise Services may note any damage 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. CUSTOMER SERVICE. Contractor shall provide Customer support via telephone and email from 8 AM to 5 PM, Monday through Friday, Pacific Time; and will have an escalation process for any customer service issue that is not resolved within 5 business days. Contractor must respond to customer routine questions within one business day and respond to quote requests within one business day.

8. INVOICING & PAYMENT.

8.1. CONTRACTOR INVOICE. Contractor shall submit properly itemized invoices to Enterprise Services’ designated invoicing contact for Goods and/or Services delivered under this Contract. Such invoices shall itemize the following:

(a) Contract No. K ____;

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

(c) Contractor’s Federal Tax Identification Number;

(d) Date(s) of delivery;

(e) Applicable Goods and/or Services;

(f) Invoice amount; and

(g) Payment terms, including any available prompt payment discounts.

(h) Purchase Order number shall be referenced on invoice.

(i) Payments may be made by Credit Card or as specified by the parties.

Contractor’s invoices for payment shall reflect accurate Contract prices. Invoices shall not be processed for payment until receipt of a complete invoice as specified herein.

8.2. PAYMENT. Enterprise Services’ obligation to pay invoices is subject to receipt of a timely and accurate invoice and conforming Goods and/or Services. Unless Contractor has provided a prompt payment discount set forth in Exhibit B – Prices for Goods/Services, Enterprise Services’ payment is due within thirty (30) calendar days of invoice. Enterprise Services retains the right of setoff for any amount due or owing to Enterprise Services. Enterprise Services may make payments electronically (e.g., ACH payments). Contractor shall provide information necessary to facilitate electronic payments. If Enterprise Services fails to make timely payment(s), Contractor may invoice Enterprise Services in the amount of one percent (1%) per month on the amount overdue or a minimum of $1. Payment shall not be considered late if a check or warrant is mailed within the time specified.

8.3. OVERPAYMENTS. Contractor promptly shall refund to Enterprise Services 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 Enterprise Services 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 credit memo), Contractor shall pay Enterprise Services interest at the 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 Goods 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. Contractor promptly shall pay all applicable taxes on its operations and activities pertaining to this Contract. Failure to do so shall constitute breach of this Contract. Unless otherwise agreed, Enterprise Services shall pay applicable sales tax imposed by the State of Washington on purchased Goods and/or Services. Contractor’s invoices shall separately state (a) taxable and non-taxable charges and (b) sales/use tax due by jurisdiction. In regard to federal excise taxes, Contractor shall include federal excise taxes only if, after thirty (30) calendar days written notice to Enterprise Services, Enterprise Services has not provided Contractor with a valid exemption certificate from such federal excise taxes.

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 this Contract. Enterprise Services’ contract administrator shall provide Contract oversight. Contractor’s contract administrator shall be Contractor’s principal contact for business 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: _________________________ Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Tel: (360) _____________ Email: _______________ 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 Enterprise Services of the same) who shall be responsible for addressing Enterprise Services’ issues pertaining to this Contract.

9.3. LEGAL NOTICES. Any legal 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: Legal Services Manager Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Email: greg.tolbert@des.wa.gov Attn: _________________________ 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.

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 invoices, 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. Enterprise Services reserves the right to audit, or have a designated third-party audit, applicable records to ensure that Contractor properly has invoiced Enterprise Services. Accordingly, Contractor shall permit Enterprise Services 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, Enterprise Services 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 Enterprise Services’ behalf in the State of Washington, and only to the extent of claims against Contractor by Enterprise Services 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 shall 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. Enterprise Services has made no representations regarding any factor affecting Contractor’s risks. Contractor shall pay for all damage to any Enterprise Services’ property resulting directly or indirectly from Contractor’s acts or omissions under this Contract.

12.2. THIRD-PARTY CLAIMS; GENERAL INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold Enterprise Services 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”) to the extent arising out of Contractor’s or its successors’, agents’, and subcontractors’ negligence, other tortious fault, or intentional misconduct under this Contract. 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), damages to property, data breach, and/or intellectual property infringement. Contractor shall take all steps needed to keep Enterprise Services’ 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 Enterprise Services and its employees and agents harmless from and 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 Enterprise Services’ use of the 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 Enterprise Services the right to continue using the Goods and/or Services or, after consulting with Enterprise Services and obtaining Enterprise Services’ consent, replace or modify the Goods and/or Services with substantially similar and functionally equivalent non-infringing Goods and/or Services.

13. DISPUTE RESOLUTION. The parties shall cooperate to resolve any dispute pertaining to this Contract efficiently, as timely as practicable, and at the lowest possible level with authority to resolve such dispute. If, however, a dispute persists and cannot be resolved, it may be escalated within each organization. In such situation, upon notice by either party, each party, within five (5) business days shall reduce its description of the dispute to writing and deliver it to the other party. The receiving party then shall have three (3) business days to review and respond in writing. In the event that the parties cannot then agree on a resolution of the dispute, the parties shall schedule a conference between the respective senior managers of each organization to attempt to resolve the dispute. In the event the parties cannot agree, either party may resort to court to resolve the dispute.

14. TERMINATION; EXPIRATION; SUSPENSION; & 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 shall 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. Enterprise Services may suspend or terminate this Contract, at the sole discretion of Enterprise Services or, as applicable, if Enterprise Services 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 Enterprise Services’ 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, Enterprise Services shall 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, Enterprise Services shall have no obligation or liability to Contractor.

14.3. TERMINATION FOR PUBLIC CONVENIENCE. Enterprise Services, for public convenience, may terminate this Contract; Provided, however, that such termination for public convenience must, in Enterprise Services’ 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) calendar days prior written notice; and Provided further, that such termination for public convenience shall not relieve Enterprise Services 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, Enterprise Services shall not have any obligation or liability to Contractor.

14.4. ENTERPRISE SERVICES’ OBLIGATIONS - EXPIRATION. Upon expiration of this Contract, Enterprise Services shall accept and take delivery of all outstanding and not yet fulfilled orders and pay Contractor the price as set out in the Contract.

14.5. CONTRACTOR’S OBLIGATIONS – EXPIRATION OR TERMINATION. Upon expiration or termination of this Contract, Contractor shall: (a) continue to fulfill its warranty obligations with…