25-1203 Contract.pdf.crdownload

WASHINGTON STATE

Department of Children, Youth, and Families

DCYF Contract Number:

Contract Maximum:

25-1203 $516,078.12

From-To:03/24/2025-06/30/2025

Contract Number: 25-1203 Printed Date: 2/28/2025 Page 1 of 4

SERVICE CONTRACT

CUSP (Child Universal Success Platform)

THIS CONTRACT is made and entered into by and between the State of Washington, acting by and through the Department of Children, Youth, and Families, a department of Washington State government (hereinafter referred to as "DCYF") and Third Sector Intelligence, Inc., a Corporation, and is licensed to conduct business in the state of Washington, (hereinafter referred to as "Contractor"), located at 533 N 77th St, Seattle WA 98103.

CONTRACTOR BUSINESS ADDRESS

Third Sector Intelligence, Inc.

533 N 77th St Seattle WA 98103

TIN: 45-5544648

UBI: 603-217-019

CONTRACTOR CONTRACT MANAGER

Chris Strausz-Clark csclark@team3si.com Phone: (206) 617-3230

DCYF ADDRESS

Department of Children, Youth, and Families PO Box 40970 Olympia WA 98504-0970

DCYF PROGRAM CONTRACT MANAGER

Doni Kotas-Turner Senior Project and Contract Special doni.kotas-turner@dcyf.wa.gov Phone: (360) 338-2332

THIS CONTRACT CONTRIBUTES TO THE FOLLOWING AGENCY GOALS:

Support all early learning professionals with research-based professional development and resources.

THE PURPOSE OF THIS CONTRACT is to build the final set of data and programmatic updates to the Early Learning Data Store (aka “CUSP”, or the Child Universal Success Platform) to align and integrate CUSP inputs and outputs with other cloud-based integrated early learning data products that OIAA staff already have or are building. This work is necessary to ensure consistency across OIAA data products and processes. This work includes child care assessment and rating data obtained through a previous contract between the Contractor and the Washington State Department of Early Learning. This sole source is the last contract with 3Si for these services, and will sunset on or before 12/31/2025. In 2025, DCYF will develop a ‘transition plan’ to either transfer the work currently performed by 3Si/CUSP to an in-house team, or repackage the end product in such a way as to allow future work to be competitively solicited for an acceptable alternative or new product. This transition will be effective January 1, 2026.

THEREFORE, IT IS MUTUALLY AGREED THAT:

1. CONTRACT MANAGEMENT

a. Contract Managers

(1) The Contract Manager as shown on page 1 for each of the parties shall be the contact person for all communications and billings regarding the performance of this Contract.

(2) Each party shall provide the other party with written notice of any changes of the name and contact information regarding either party's designated Contract Manager. The written notice shall not be effective until fourteen business days from the date of mailing. The requirements contained in the Section titled Contractor Staff of exhibit D shall apply to this Section (Section 1.a).

b. Notices

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(1) Any notice or demand or other communication required or permitted to be given under this Contract or applicable law shall be effective only if it is in writing, properly addressed, and either emailed, delivered in person or by a recognized courier service, or deposited with the United States Postal Service as first-class certified mail, postage prepaid and return receipt requested, to the parties at the addresses listed in Section 1.a.

(2) Notwithstanding RCW 1.12.070, such communications shall be effective upon the earlier of receipt or four calendar days after mailing or emailing. The notice address as provided herein may be changed by written notice given as provided on page 1.

2. EXHIBITS AND ATTACHMENTS

Attached hereto and incorporated herein as though set forth in full are the following exhibits and attachments:

Exhibit A - Statement of Work Exhibit B - Budget Report Exhibit C - Deliverables Report Exhibit D - General Terms and Conditions Exhibit E - Data Share Agreement Exhibit F - ECIDS Attachment 1 - Confidentiality and Non-Disclosure Agreement Attachment 2 - Certification of Data Disposition Attachment 3 - Federal Certifications and Assurances Attachment 4 - Description of Data

The parties agree that the exhibits and attachments listed in this paragraph shall be enforceable against the parties and are a part of this Contract.

3. STATEMENT OF WORK

The Contractor shall perform the activities and obligations as set forth and described in Exhibit A. The Contractor shall also furnish the necessary personnel, equipment material and/or service(s) and otherwise do all things necessary for or incidental to the performance of the work as set forth and described in Exhibit A. The Contractor shall provide the services, goods, products and activities at the costs set forth in this Contract.

4. PERIOD OF PERFORMANCE

The provisions of Chapter 39.26 RCW require the agency to file this sole source contract with the Department of Enterprise Services (DES) for approval. The effective date of this contract is upon DES approval of the contract, the fifteenth (15th) working day after it is filed with DES, or as agreed between the parties, whichever is later. The Contract must be completed on or before June 30, 2025. Performance on this Contract shall not begin before the effective date.

The term of this Contract may be extended by 6 months, PROVIDED: The extension shall be at the option of DCYF and shall be effected by DCYF giving written notice of its intent to extend the Contract to the Contractor and the Contractor accepting such extensions..

5. COMPENSATION

The cost of accomplishing the work described in this Contract shall not exceed $516,078.12. Any additional authorized expenditures, for which reimbursement is sought, must be submitted as written documentation to the DCYF Contract Manager for pre-approval by the DCYF Secretary or the Secretary's delegate as described in this Contract, and established by a written Contract Amendment. Exhibit B is an actual budget of the costs associated with this Contract. If the Contractor reduces its prices for any of its services during the term of this Contract, DCYF shall receive the immediate benefit of such lower prices for services following the price reduction.

Compensation for services will be paid upon the timely completion of services as described in Exhibit A and is contingent upon acceptance of relevant work products and approval of vouchers by DCYF as described in this Contract.

Contract Number: 25-1203 Printed Date: 2/28/2025 Page 3 of 4

6. BILLING PROCEDURE

a. The Contractor shall submit, not more than semi-monthly, properly completed A-19 vouchers (the

"voucher") to one of the following:

The Department of Children, Youth, and Families Attn: Doni Kotas-Turner PO Box 40975 Olympia WA 98504-0975

Or, email a scan of an original, signed A-19 voucher directly to the DCYF Contract Manager at doni.kotas-turner@dcyf.wa.gov

b. Payment to the Contractor for approved and completed work shall be made by warrant or Electronic Funds Transfer by DCYF and considered timely if made within 30 days of receipt of a properly completed voucher. Payment shall be sent to the address designated by the Contractor and set forth in this Contract.

c. Each voucher must clearly reference the DCYF Contract Number and the Contractor's Statewide Payee Registration number assigned by the Office of Financial Management (OFM).

d. Properly completed vouchers and attachments completed by the Contractor must contain the information described in Exhibit A under the Section titled "Compensation and Voucher Payment".

e. For Statewide Payee Registration: OFM maintains a central contractor registration file for Washington State agencies to use for processing contractor payments. This allows many contractors to receive payments by direct deposit. The Contractor must be registered in the Statewide Payee Registration system, https://ofm.wa.gov/it-systems/statewide-vendorpayee-services, prior to submitting a request for payment under this Contract. No payment shall be made until the Statewide Payee Registration is complete.

f. Upon the expiration of this Contract, any claim for payment or voucher not already made shall be submitted to DCYF no later than forty-five (45) days following the expiration date of this Contract. In the event the Contractor does not provide to DCYF a claim for payment or voucher within forty-five (45) days following the expiration date of the Contract, DCYF shall have no obligation to pay such claim for payment or voucher even if the service or product has been delivered and/or accepted. The final voucher shall certify that the Contractor has completed all requirements of this Contract.

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7. SIGNATURES

THIS CONTRACT, including the exhibits and attachments described in Section 2, is executed by the persons signing below who warrant they have read and understand this Contract, including the exhibits and attachments.

The persons signing below further represent they have the authority to execute this Contract.

Third Sector Intelligence, Inc. DEPARTMENT OF CHILDREN, YOUTH, AND FAMILIES

Signature Signature

Name Name

Title Title

Date Date

Children, Youth, and Families

DCYF Contract Number:

Contract Maximum:

25-1203 $516,078.12

From-To:03/24/2025-06/30/2025

Contract Number: 25-1203 Printed Date: 2/28/2025 Page 1 of 4

Exhibit A - Statement of Work

Table of Contents

1. DEFINITIONS

2. BACKGROUND

3. PURPOSE

4. SCOPE OF WORK

6. COMPENSATION AND VOUCHER PAYMENTS

1. DEFINITIONS.

a. CUSP (Child Universal Success Platform). Formerly known as ELDS 2.0

b. Managed Education Registry Tool (MERIT). Washington State’s early learning professional development registry.

c. Office of Innovation, Alignment, and Accountability (OIAA). Office of Innovation, Alignment, and

Accountability at the Washington Department of Children, Youth, and Families.

2. BACKGROUND.

Since 2017, 3SI has been developing the Early Learning Data Store (ELDS) to meet critical data needs of DCYF (and the Targeting Underserved Populations project). Over the past two calendar years, 3SI has worked with OIAA to redesign and rebuild the current ELDS in a Microsoft Azure cloud environment. 3Si simplified and/or removed may dependencies, such as code based on outdated DCYF data or processes, and significantly improved the technology, tools, and scripts driving the ELDS. The latest version of the ELDS has enhanced analytical outputs, and 3Si provided training documentation and videos to enable DCYF staff to operate the ELDS month to month.

3. PURPOSE.

The purpose of this project is to build the next set of data and programmatic updates to the Early Learning Data Store (aka “CUSP”, or the Child Universal Success Platform) to align and integrate CUSP inputs and outputs with other cloud-based integrated early learning data products that OIAA staff already have or are building. This work is necessary to ensure consistency across OIAA data products and processes. This work includes child care assessment and rating data obtained through a previous contract between the Contractor and the Washington State Department of Early Learning.

This work and deliverables provided by this contract will sunset, and not be eligible for additional renewals, as of 12/31/2025, This contract is through June 30, 2025 with the expectation of amending the agreement through December 31, 2025 – funding dependent,

a. The Contractor shall inform strategic choices by:

a. Supporting, developing, and building additional analytic capacity to reflect the changing policy environment for childcare and early learning,

b. Optimizing staff experience and expertise to use CUSP data to advance these goals, and

c. Obtaining greater transparency and productivity in DCYF’s Office of Innovation, Alignment, and Accountability (OIAA) analytics and reporting functions.

Additionally, this contract will utilize the current, approved “license agreement” language included in #23- 1005, as it has already been thoroughly reviewed and modified by the AAG office. ANY changes to that language (aside from DCYF template terms and conditions) would require addition AAG review.

Contract Number: 25-1203 Printed Date: 2/28/2025 Page 2 of 4

4. SCOPE OF WORK.

a. General Deliverables –

(1) All deliverables will be remitted electronically, unless otherwise noted, to OIAA Project Manager:

(a) Karah Lothian – Evaluation & Research Supervisor, Early Learning

(b) Email: karah.lothian@dcyf.wa.gov

(2) 3Si shall participate in weekly project meetings, via Zoom, Microsoft Teams, or by telephone, to discuss contract progress, troubleshoot, or refine deliverable expectations. Additionally, 3Si shall fulfill the deliverable schedule as follows. A minimum of 6 (six) Activity Reports will be due by the date indicated and will outline the activities and status performed as part of each deliverable.

(3) Deliverable Activity Reports (1-6) listed below shall be submitted to the OIAA Project Manager by the indicated due date, will outline activities completed to execute each deliverable, and affirm 100% of the deliverable has been achieved prior to request for payment. Activity Reports shall be comprised of a combination of the following (note that not all deliverables (a) – (n) are due in every Activity Report):

(a) As a part of Deliverable 1, 3Si shall submit Work Priorities (2-3 pages, Microsoft Word) which will mirror the 2024 Work Plan, except for necessary revisions. This workstream is categorized within 3Si’s adaptive analytical and technical assistance services (“adaptive services”), which 3Si provides at the direction of the client to ensure the CUSP is tailored to DCYF’s needs and goals.

To help DCYF manage and direct adaptive services, 3Si and DCYF co-create and refine draft Work Priorities in the first Activity Report of the contract. This document is in Microsoft Word and represents a list or annotated outline, coupled with brief descriptions of specific goals DCYF wants to achieve in the contractual period. The timing, content, and prioritization of work priorities will change and evolve throughout the contract in collaboration with DCYF. For example, 3Si may not be able to make progress for some work priorities until DCYF achieves certain milestones.

Alternatively, DCYF and 3Si may decide to introduce new priorities or deprioritize or cancel other workstreams depending on internal executive directives, lack of available data, or other reasons.

Under 3Si’s adaptive services model, DCYF and 3Si will mutually develop and approve 3Si work priorities to advance DCYF’s goals and respond to DCYF events, changes, and other situations that require adjustments to CUSP to ensure it remains used and useful. Examples of 3Si adaptive services are:

a. Acquire, transform, and integrate source data, and/or adjust for changes in source data systems.

b. Provide training and assistance to authorized DCYF CUSP users and stakeholders to enable analysis and data use.

c. Produce ad hoc analytics, data tables, and visualizations to help clients address use cases and drive program or policy action at the direction of DCYF leadership.

d. Present analysis and data and/or participate in convenings, learning sessions, and other stakeholder activities, as directed by DCYF.

Within the parameters of 3Si’s adaptive services, please refer to a preliminary list of work priorities below per 3Si’s discussions with DCYF.

ii Provide software development services and support to extract, transform, and integrate key

DCYF licensing datasets within CUSP at a weekly or daily cadence (the priority should be operational data from the Salesforce account table). The goal of this effort is to enable DCYF staff to more easily access and analyze:

a. Licensing history,

b. Salesforce account key to various EL unique ID’s,

c. Licensing capacity history,

d. A unified address history for office, physical, billing, etc.,

e. Age served history,

f. Early Achiever status history (cleaned with information on licensing history), and

g. Operating status history.

iii Provide technical assistance to identify and deploy strategies, tools, and processes to more easily access, extract, transform, and model data from DCYF’s Salesforce database into

CUSP.

iv Assess and integrate additional datasets, including data from the US Census Bureau, DCYF, and other sources, into CUSP, such as:

a. Refining estimates of private pay childcare utilization within different income brackets and other analytics

b. Incorporating estimates of other public preschool data (e.g., transitional pre-k)

c. Race/ethnicity data (to be determined) v Provide technical assistance to DCYF to facilitate access to and use of CUSP, such as:

a. Improving the CUSP interface and making it readily available to OIAA staff mailto:karah.lothian@dcyf.wa.gov

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b. Delivering training, onboarding, and capacity-building services in addition to 3Si’s standard training package on the use of the CUSP Research Starter Kit and other front-end dashboards and tools

c. Providing support to OIAA staff within the framework of 3Si’s adaptive services support model to drive increased use and adoption of CUSP within OIAA

d. Assisting OIAA in determining how CUSP can enhance work that is already occurring

e. Supporting OIAA in introducing CUSP capability/outputs to other DCYF teams and determining how OIAA’s people and processes should best support broader CUSP use vi Provide technical assistance to encourage the development and adoption of CUSP policies and procedures, which can include but are not limited to security and privacy policies, data governance policies, research and evaluation request policies, system access policies, data use policies.

(b) Quarterly Work Priority Reports. (3/31/25 and 6/30/25) 3Si will deliver 2-3 page ‘Work Priority Reports to track and communicate progress against and updates to DCYF’s work priorities, as described in the previous section. This workstream is categorized under 3Si’s adaptive and technical assistance services. These reports will be bundled with 3Si’s quarterly platform updates (described below).

(c) Monthly Data Refreshes. 3Si will perform ongoing monthly data refreshes of current and active data sources (for which updated data is available) into CUSP and the data extracts for the Research Starter Kit. 3Si will refresh CUSP for the client with newly available data at prescribed monthly intervals. If 3Si is unable to perform a monthly data refresh due to issues beyond 3Si’s control, then it instead will identify and report these issues for resolution by DCYF as a substitute deliverable (and as part of 3Si’s Service Level Agreement). This workstream is categorized under 3Si’s regular software maintenance and improvement services.

(d) Monthly Data Report Card (2-3 pages, Microsoft Word). 3Si will provide a monthly data report card that alerts the client to any observed major differences in results that are flagged by 3Si’s automatic data monitoring routines (related to data availability and completeness). The format to communicate this information consists of a condensed “Data Report Card”. This discipline is important because data ingested into the CUSP continuously changes, evolves, and can have faulty data inputs that must be identified where possible. It is important to note here that the data will never be perfect or complete, which is normal. Instead, DCYF should strive to continuously improve its data sources, completeness, and quality. If appropriate, 3Si’s analytic and product staff will also analyze, flag, and communicate any potential issues or differences they observe related to data quality and analytic results. The format to communicate this information (if needed) will consist of additional high-level bullets added to the “Data Report Card,” plus ad-hoc verbal presentations and discussions in 3Si’s regular weekly or bi-weekly client meetings as appropriate. This workstream is categorized under 3Si’s regular software maintenance and improvement services.

(e) Quarterly (3/31/25 and 6/30/25) CUSP Platform Updates (2-3 pages, Microsoft Word). 3Si will deliver regular CUSP maintenance, enhancements, new features and functionality, and modifications that are part of 3Si’s product roadmap to improve the performance and function of CUSP and all front-end tools that integrate with it (e.g., the Research Starter Kit). 3Si will provide a synopsis of these updates every calendar quarter as part of 3si’s quarterly Platform Update reports. The report will describe 3Si’s patches, updates, releases, and upgraded versions of CUSP and relevant additional product modules as they become available. These updates are a part of 3Si’s standard product roadmap and product development cycle, in which 3Si collects and synthesizes new feature requests from all its active clients (i.e., ECIDS Network Members), and prioritizes new development activities based on features and improvements that can be universalized as part of 3Si’s CUSP offerings across the Network. This workstream is categorized under 3Si’s regular software maintenance and improvement services.

DCYF may also request new development features and upgrades for potential inclusion in the CUSP. In keeping with this standard product development approach, 3Si will collect on an ongoing basis requirements and feature requests from DCYF and other Network Members. 3Si will then make an internal determination about whether the requested feature or enhancement will be included or is already included in 3Si’s CUSP base platform roadmap, to be developed and implemented as a planned upgrade in 3Si’s standard service offering and included in 3Si’s standard maintenance services. If the feature or enhancement requested by DCYF is not part of

Contract Number: 25-1203 Printed Date: 2/28/2025 Page 4 of 4

3Si’s platform roadmap, 3Si will seek to accommodate DCYF’s feature and enhancement request within the adaptive services and budget performed at the direction of DCYF leadership. 3Si will manage these updates according to their potential impact on outputs:

i Platform updates and improvements that do not materially change client outputs: 3Si will provide automatic updates at various intervals, as determined by 3Si (with client input when relevant). 3Si performs most corrective and preventive material software updates without client involvement. 3Si will communicate relevant information regarding these updates to clients as needed.

ii Platform updates and improvements that potentially and materially change client outputs: 3Si will analyze and explain these changes to the client before updating the software. A client may then help determine the appropriate timing for the change.

Ongoing communication and knowledge-sharing with DCYF and other stakeholders on the technical nature and scope of upgrades, enhancements, and modifications in the CUSP platform and associated software code will generally occur in already established weekly or bi-weekly 3Si- OIAA meetings.

(f) Monthly CUSP technical support and issue resolution according to 3Si’s Service Level Agreement: Perform actions in accordance with 3Si’s Service Level Agreement (SLA). Please see Appendix B for 3Si’s SLA. This workstream is categorized under 3Si’s regular software maintenance and improvement services.

5. DELIVERABLES

a. Deliverables are outlined in “Exhibit C – Deliverables Report.”

b. CUSP operational technical assistance (ongoing throughout the year) – Perform operational engineering adjustments to the CUSP, and/or provide OIAA staff (engineers) with technical assistance to successfully operate the CUSP monthly. Operational adjustments will be scoped as requested by OIAA, then executed with joint approval by OIAA and 3Si executives. Technical assistance will be provided as requested by OIAA and documented in Quarterly Work Priority Reports. If requested support levels are too high relative to budget, 3Si will report how CUSP technical assistance impacts the budget on a quarterly basis (as necessary); in these cases, 3Si will make recommendations regarding on how technical assistance can be adjusted to align with the budget, in close collaboration with OIAA.

6. COMPENSATION AND VOUCHER PAYMENTS.

a. Compensation will Deliverable based, per Deliverable Activity Report, not to exceed the budget set forth in Exhibit B – Budget. Draft reports, deliverables and analysis will be reviewed with Project staff prior to finalization, but all deliverables received shall be approved by DCYF prior to payment.

b. Each voucher shall describe and document, to DCYF’s satisfaction, the description of the work performed by the Contractor and actual hours for performance, to include, but not limited to the following:

(1) The deliverable and identification of the budget Payment Point for which billing voucher is being made.

(2) The progress of all activities/projects, also known as the “Activity Report.”

(a) A detailed description, including documentation, detailing the services and goods provided, and detailing what employee or role engaged in these activities. The contractor shall ensure they are not receiving payment from other sources for information created because of this contract.

(3) All other information and documentation necessary to determine the exact nature of the work performed for the billing amount contained in the voucher.

c. If DCYF is not satisfied with the performance of work, DCYF reserves the right to refuse to pay full compensation for hours billed by the Contractor.

Children, Youth, and Families

DCYF Contract Number:

Contract Maximum:

25-1203 $516,078.12

From-To:03/24/2025-06/30/2025

Contract Number: 25-1203 Printed Date: 2/28/2025 Page 1 of 1

Exhibit B - Budget Report

State Fiscal Year 2025 (July 1 2024 - June 30 2025):

Payment Point Qty Unit Unit Cost Budget Limit Note

1. Activity Report #1 1 Each $258,039.06 $258,039.06

2. Activity Reports #2, 3, and 4

3 Each $86,013.02 $258,039.06

Total: $516,078.12

Contract Maximum: $516,078.12

Contract Funding Source(s)

Federal Funds $516,078.12

ALN #: 93.434

Children, Youth, and Families

DCYF Contract Number:

Contract Maximum:

25-1203 $516,078.12

From-To:03/24/2025-06/30/2025

Contract Number: 25-1203 Printed Date: 2/28/2025 Page 1 of 1

Exhibit C - Deliverables Report

State Fiscal Year 2025 (July 1 2024 - June 30 2025):

# Deliverable Title, Due Note, Description Due Date

1.00 Activity Reports #1 Mar 31, 2025

Data through March 2025, plus other items outlined in scope

2.00 Activity Report #2 Apr 30, 2025

For April 2025

3.00 Activity Report #3 May 31, 2025

For May 2025

4.00 Activity Report #4 Jun 30, 2025

For June 2025

Children, Youth, and Families

DCYF Contract Number:

Contract Maximum:

25-1203 $516,078.12

From-To:03/24/2025-06/30/2025

Contract Number: 25-1203 Printed Date: 2/28/2025 Page 1 of 19

Exhibit D - General Terms and Conditions

Table of Contents

1. DEFINITIONS

2. ADVANCE PAYMENTS PROHIBITED

3. AMENDMENT

4. ASSIGNMENT

5. ATTORNEY FEES

6. CHOICE OF LAW AND VENUE

7. COMPLIANCE WITH LAWS, RULES, AND REGULATIONS

8. CONTRACTOR STAFF

9. CONTINUED PERFORMANCE

10. COPYRIGHT

11. DATA SHARE AND PROTECTION OF CONFIDENTIAL INFORMATION

12. DISALLOWED COSTS

13. DISPUTES

14. DUPLICATE PAYMENT

15. ENTIRE CONTRACT

16. EXPENSES

17. FEDERAL FUNDING REQUIREMENTS

18. FUNDING CONTINGENCY

19. INDEMNIFICATION

20. HEADINGS

21. INDEPENDENT CONTRACTOR

22. INDUSTRIAL INSURANCE COVERAGE

23. LIMITATION OF AUTHORITY

24. INSURANCE

25. MONITORING

26. NEUTRAL AUTHORSHIP

27. ORDER OF PRECEDENCE

28. OVERPAYMENT

29. PUBLICITY

30. RECAPTURE

31. RECORDS MAINTENANCE

32. REMEDIES

33. SEVERABILITY

34. SITE SECURITY

35. SUBCONTRACTING

36. TERMINATION FOR CAUSE

37. TERMINATION FOR CONVENIENCE

38. TERMINATION PROCEDURE

39. TREATMENT OF ASSETS

40. WAIVER

41. CONTRACTOR REPRESENTATIONS AND WARRANTIES

42. WITHHOLDING PAYMENTS

43. ADDITIONAL TERMS

1. DEFINITIONS

The following terms as used throughout this Contract shall have the meanings as set forth below.

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a. “Confidential Information” means information that may be exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other state or federal laws. Confidential Information includes, but is not limited to, Personal Information, agency source code or object code, and agency security data.

b. "Contract" or "Agreement" means the entire written agreement between DCYF and the Contractor, including any Exhibit, attachments, documents, program agreement, materials incorporated by reference, and all amendments hereto. The parties may execute this contract in multiple counterparts, each of which is deemed an original and all of which constitute only one agreement. E-mail or Facsimile transmission of a signed copy of this Contract shall be the same as delivery of an original.

c. "Contractor" means one not employed by the department that is the individual or entity performing services pursuant to this Contract and includes the Contractor's owners, members, officers, directors, partners, employees, and/or agents, unless otherwise state in this Contract. For purposes of any permitted Subcontract, “Contractor” includes any Subcontractor and its owners, members, officers, director, partners, employees, and/or agents.

d. “Converted Data” means the data which has been successfully converted by the Contractor for processing by DCYF’s computer system.

e. “Data” means DCYF’s records, files, forms, data, information and other documents in electronic or hard copy form, including but not limited to Converted Data.

f. “Debarment” means an action taken by a State or Federal agency to exclude a person or business entity from participating in transactions involving certain federal or state funds.

g. “DCYF” or “Department” means the Washington State Department of Children, Youth, and Families, including any division, section, office, unit or other entity thereof, or any of the officers or other officials lawfully representing DCYF.

h. “In-home Caregiver” means an in-home child care provider that (1) provides regularly scheduled care for a child; (2) receives child care subsidies; and (3) is either licensed by the state or is exempt from licensing.

i. “Materials” means all items in any format and includes, but is not limited to, Data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. Ownership includes the right to copyright, patent, register and the ability to transfer these rights.

j. "Overpayment" means any payment or benefit to a recipient or to a vendor in excess of that to which is entitled by law, rule, or contract, including the amounts in dispute.

k. “Personal Information” means information identifiable to any person, including, but not limited to, information that relates to a person's name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, email addresses, credit card information, law enforcement records or other identifying numbers or Protected Health Information, any financial identifiers, and other information that may be exempt from disclosure under either chapter 42.56 RCW or other state and federal statutes.

l. “RCW” means the Revised Code of Washington. All references in this Contract to RCW chapters or sections shall include any successor, amended, or replacement statute. Pertinent RCW chapters can be accessed at http://apps.leg.wa.gov/rcw/.

m. “Regulation” means any federal, state, or local rule, rule, or ordinance.

n. “Sensitive Personal Information” means personally identifying information of In-home Caregivers including, but not limited to: names, addresses, GPS [global positioning system] coordinates, telephone numbers, email addresses, social security numbers, driver's license numbers, or other personally identifying information.

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o. “Staff” means the Contractor’s directors, officers, employees, and agents who provide goods or services pursuant to this Contract. “Staff” also means Subcontractors’ directors, officers, employees, and agents who provide goods or services on behalf of the Contractor. The term “Staff” also means the Subcontractors’ directors, officers, employees, and agents who provide goods or services on behalf of the Subcontractor and Contractor.

p. "Subcontract" means a contract or contractual action entered into by the Contractor or Subcontractor for the purpose of obtaining supplies, materials, equipment, or services of any kind under this Contract. The terms "subcontract" and "subcontracts" means subcontract(s) in any tier.

q. "Subcontractor" means a person, partnership, company, or other entity that is not in the employment of or owned by Contractor and that is performing services under this Contract under a separate contract with or on behalf of the Contractor. The terms "subcontractor" and "subcontractors" mean subcontractor(s) in any tier.

r. “WAC” means the Washington Administrative Code. All references in this Contract to WAC chapters or sections shall include any successor, amended, or replacement regulation. Pertinent WAC chapters or sections can be accessed at http://apps.leg.wa.gov/wac/.

2. ADVANCE PAYMENTS PROHIBITED

No payments in advance or in anticipation of goods or services to be provided under this Contract shall be made by DCYF.

3. AMENDMENT

This Contract may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties.

4. ASSIGNMENT

a. Assignment by Contractor. With the prior written consent of DCYF’s Contract Administrator, which consent shall not be unreasonably withheld, the Contractor may assign this Contract including the proceeds hereof, provided that such assignment shall not operate to relieve the Contractor of any of its duties and obligations hereunder, nor shall such assignment affect any remedies available to DCYF that may arise from any breach of the sections of this Contract, or warranties made herein including but not limited to, rights of setoff.

b. Assignment by DCYF. DCYF may assign this Contract to any public agency, commission, board, or the like, within the political boundaries of the state of Washington, provided that such assignment shall not operate to relieve DCYF of any of its duties and obligations hereunder.

5. ATTORNEY FEES

In the event of litigation or other action brought to enforce this Contract, each party agrees to bear its own attorney fees and costs.

6. CHOICE OF LAW AND VENUE

a. This Contract shall be governed by the laws of the State of Washington without regard to the conflict of law rules of any jurisdiction. Every dispute concerning the interpretation or effect of this Contract and/or the use of the goods or services described in this Contract must be resolved in the federal or state courts located in Washington. The Contractor agrees to the exclusive personal jurisdiction, and subject matter jurisdiction of these courts. Thurston County shall be the venue of any litigation arising out of this Contract.

b. The Contractor agrees that the United States Bankruptcy Court, Western District of Washington in Seattle, shall be the venue of any and all bankruptcy proceedings that may involve the Contractor.

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7. COMPLIANCE WITH LAWS, RULES, AND REGULATIONS

a. Assurances. The Contractor agrees that all activity pursuant to this Contract will be in accordance with all applicable current federal, state and local laws, rules, and regulations, including but not limited to the Public Records Act (chapter 42.56 RCW), the Freedom of Information Act (5 U.S.C. 522) and the Records Retention Act (chapter 40.14 RCW).

b. Child Health, Safety, And Well Being And Child Abuse Or Neglect. In the delivery of services under this Contract, children’s health, safety, and well-being shall always be the primary concern of the Contractor. Contractors shall fully comply with the mandatory reporting requirements of RCW 26.44.030 pertaining to child abuse or neglect. In addition, pursuant this Contract, when the Contractor has reasonable cause to believe that a child has suffered abuse or neglect at the hands of any person, the Contractor shall immediately report such incident to Child Protective Services (CPS) Intake at 1-866-

ENDHARM.

c. Civil Rights Laws

(1) During the performance of this Contract the parties shall comply with all federal and state nondiscrimination laws including, but not limited to chapter 49.60 RCW, Washington’s Law Against Discrimination, and 42 U.S.C. § 12101 et seq., the Americans with Disabilities Act (ADA).

(2) In the event of the Contractor’s or its Subcontractors’ noncompliance or refusal to comply with any nondiscrimination law, regulation or policy, this Contract may be rescinded, canceled or terminated in whole or in part, and the Contractor may be declared ineligible for further contracts with DCYF. The Contractor shall, however, be given a reasonable time in which to remedy this noncompliance. Any dispute may be resolved in accordance with the "Disputes" procedure set forth herein.

d. Conflict of Interest

(1) Notwithstanding any determination by the Executive Ethics Board or other tribunal, DCYF may, in its sole discretion, by written notice to the Contractor terminate this Contract if it is found after due notice and examination by DCYF there is a violation of the Ethics in Public Service Act, Chapter

42.52 RCW, or any similar statute involving the Contractor in the procurement of, or performance under, this Contract.

(2) In the event this Contract is terminated as provided above, DCYF shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the contract by the Contractor. The rights and remedies of DCYF provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which DCYF makes any determination under this clause shall be an issue and may be reviewed as provided in the "Disputes" clause of this Contract.

e. Licensing, Accreditation and Registration. The Contractor and its Subcontractors shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements/standards necessary for the performance of this Contract.

f. Noncompliance with Laws, Regulations, or Policies. The Contractor shall be responsible for and shall pay any fines, penalties, or disallowances imposed on the State or Contractor arising from any noncompliance with the laws, regulations, policies, guidelines and Collective Bargaining Agreements that affect the Services, goods, or Deliverables that are to be provided or that have been provided by Contractor, its Subcontractors or agents.

g. Registration with Department of Revenue and Payment of Taxes

The Contractor must pay all taxes including, but not limited to, sales and use taxes, Business and Occupation taxes, other taxes based on the Contractor’s income or gross receipts, or personal property taxes levied or assessed on the Contractor's personal property. The Contractor shall complete registration with the Washington State Department of Revenue and be responsible for payment of all taxes due on payments made under this Contract.

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8. CONTRACTOR STAFF

a. Prior to the effective date of this Contract, the Contractor shall have provided to DCYF an organization chart of the Contractor’s Staff, including the names and positions of Staff that will be performing services pursuant to this Contract. The Contractor shall also provide to DCYF job descriptions for the Staff performing services pursuant to this Contract.

b. During the term of the Contract, DCYF reserves the right to approve or disapprove Contractor’s and any Subcontractor’s Staff assigned to this Contract, to approve or disapprove any proposed changes in Staff, or to require the removal or reassignment of any Contractor or Subcontractor Staff found unacceptable by DCYF, subject to DCYF’s compliance with applicable laws and regulations. Contractor shall provide DCYF with a resume of any member of its Staff or a Subcontractor’s Staff assigned to or proposed to be assigned to any aspect of the performance of this Contract prior to commencing any Services.

c. All Staff proposed by Contractor as replacements for other Staff shall have comparable or greater skills for performing the activities as performed by the Staff being replaced. The Contractor shall provide DCYF with written notice of any Staff changes that the Contractor proposes. The written notice shall not be effective until fourteen (14) business days from the date of the mailing.

d. Contractor assumes sole and full responsibility for its acts and the acts of its personnel. Contractor shall ensure that any transition to new Staff will not affect the schedule or provision of services set forth in this Contract. Contractor understands and agrees that DCYF does not assume liability for the actions of the Contractor’s, the Contractor’s Subcontractors, or the Contractor’s agents. Contractor agrees that it has no right to indemnification or contribution from DCYF for any judgments rendered against Contractor, its Subcontractors or agents.

e. Due to the confidential nature of the information and Materials which will be accessible to Contractor, DCYF shall have the right to conduct reference checks and background checks on the Contractor Staff to be used to provide the services and goods pursuant to this Contract. DCYF reserves the right in its sole discretion to reject any proposed Staff as a result of information produced by such reference checks, background checks, or additional sources of information. In addition, the Contractor shall conduct its own reference and background checks on Staff or their substitutes to be used to provide the services pursuant to this Contract, subject to Contractor providing to DCYF the questions asked during such checks and other information about the checks as requested by DCYF, and to those questions and this information satisfying DCYF’s requirements. Contractor further agrees to cooperate fully with DCYF in completion of these requirements.

9. CONTINUED PERFORMANCE

If DCYF, in good faith, has reason to believe that Contractor does not intend to, or is unable to perform or has refused to perform or continue performing all material obligations under this Contract, DCYF may demand in writing that Contractor give a written assurance of intent to perform. Failure by Contractor to provide written assurance within the number of days specified in the demand (in no event less than five (5) business days) may, at DCYF's option, be the basis for terminating this Contract under the terms and conditions or other rights and remedies available by law or provided by this Contract.

10. COPYRIGHT

a. The provisions of Exhibit F, Schedule 1 are hereby incorporated into this Contract, and govern the ownership and other rights pertaining to software provided under this Contract.

11. DATA SHARE AND PROTECTION OF CONFIDENTIAL INFORMATION

a. Scope of Protection. This Section (DATA SHARE AND PROTECTION OF CONFIDENTIAL

INFORMATION AND SENSITIVE PERSONAL INFORMATION) applies to Data, information, or Materials related to the subject matter of this Contract which is received, created, developed, revised, modified, or amended by DCYF, the Contractor, or Subcontractors. Such Data, information, and Materials shall include but is not limited to all Confidential Information and Sensitive Personal Information of In-home Caregivers.

b. Use of Confidential Information and Sensitive Personal Information

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(1) For Sensitive Personal Information of In-home Caregivers, Data, and Confidential Information that is collected, used, or acquired in connection with this Contract the parties shall comply with the following:

(a) All federal and state laws and regulations, as currently enacted or revised, regarding the protection, security, and electronic interchange of Sensitive Personal Information of In-home Caregivers, data, and Confidential Information; and

(b) All federal and state laws and regulations, as currently enacted or revised, regarding the use, disclosure, modification or loss of Sensitive Personal Information of In-home Caregivers, data, and Confidential Information.

(2) DCYF does not warrant or guarantee the accuracy of the Sensitive Personal Information of In-home Caregivers, Data, or Confidential Information provided pursuant to this Contract. The Contractor understands all the risks and liabilities of the use and misuse of the information provided pursuant to this Contract.

c. Protection of Sensitive Personal Information

(1) The Contractor agrees to protect the confidentiality of Sensitive Personal Information of In-home Caregivers.

(2) The Contractor further understands and agrees that Sensitive Personal Information of In-home Caregivers may only be released or disclosed if required by this Contract, or a lawfully issued court order. The Contractor further understands and agrees that before the Contractor can release the Sensitive Personal Information of In-home Caregivers pursuant to a third party request, or for any other reason, the Contractor must comply with all the requirements, including notice requirements, contained in this Section (Protection of Sensitive Personal Information).

(3) Notice of Third Party Request and Intended Disclosure

(a) Written Notice Required. If a third party requestor seeks from the Contractor the Sensitive Personal Information of an In-home Caregiver, or the Contractor intends to release or disclose the Sensitive Personal Information of an In-home Caregiver for any other reason not related to a third party request, the Contractor shall give notice to DCYF of such request and/or the Contractor’s intent to release or disclose such information.

(b) Notice Deadline: Third Party Request. The notice required under this Section (Notice of Third Party Request and Intended Disclosure) shall be provided to DCYF’s program contact within five (5) calendar days from the date of the request, to allow DCYF to seek a protective order from the proper tribunal.

(c) Notice Deadline: Disclosure for any Other Reason. If the Contractor intends to release or disclose the Sensitive Personal Information of an In-home Caregiver for a reason that is unrelated to a particular third party request, the Contractor shall provide written notice to DCYF no less than twenty-one (21) calendar days prior to the intended release date.

(d) Basis for Disclosure. The Contractor understands and agrees that it will not release the Sensitive Personal Information of an In-home Caregiver without the express written consent from DCYF, or a lawfully issued court order in which DCYF has been given an opportunity to oppose prior to entry of the order.

(4) If the Contractor is required by this Contract to release or disclose the Sensitive Personal Information of an In-home Caregiver(s), prior to such release or disclosure the Contractor must obtain from the recipient of such Sensitive Personal Information a signed Statement of Confidentiality and Non-Disclosure Agreement consistent with Attachment 1 to this Contract.

(5) The Contractor understands and agrees that before the Contractor releases or discloses, pursuant to the terms of this Contract, the Sensitive Personal Information of In-home Caregivers to a subcontractor, the Contractor must obtain prior written approval from DCYF agreeing to such disclosure.

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d. Information Technology Security Standards

(1) The Contractor and its Staff and the Subcontractors and their Staff shall comply with the following:

(a) All security standards, practices, and procedures which are equal to or exceed those of the DCYF (which security standards, practices, and procedures of DCYF shall have been provided to Contractor in writing); and

(b) The Washington State Office of the Chief Information Officer IT Standards.

(2) The parties agree to implement physical, electronic, and managerial policies, procedures, and safeguards to prevent the unauthorized access, use, or disclosure of Sensitive Personal Information of In-home Caregivers, Data, and Confidential Information. The Contractor shall make the Sensitive Personal Information of In-home Caregivers, Data, and Confidential Information available to amend as directed by DCYF and incorporate any amendments into all the copies maintained by the Contractor or their Subcontractors.

e. Confidentiality Protection

To safeguard the confidentiality of all Sensitive Personal Information of In-home Caregivers, Data, and Confidential Information, and in addition to the requirements contained in this Section (DATA SHARE

AND PROTECTION OF CONFIDENTIAL INFORMATION AND SENSITIVE PERSONAL INFORMATION)

the Contractor must:

(1) Ensure that the Contractor’s Staff, Subcontractors, and the Subcontractors’ Staff use Sensitive Personal Information of In-home Caregivers, Data, and Confidential Information solely for the purposes of accomplishing the services set forth in this Contract. The term “Staff” shall have the same meaning as set forth in Section (DEFINITIONS).

(2) Limit access to Sensitive Personal Information of In-home Caregivers, Data, and Confidential Information to the Contractor’s Staff and Subcontractors’ Staff requiring access for performance of their assigned duties.

(3) Require that the Contractor’s Staff and Subcontractors’ Staff having access to Sensitive Personal Information of In-home Caregivers, Data, or Confidential Information sign a Statement of Confidentiality and Non-Disclosure Agreement consistent with Attachment 1.