25-1244 Timmons Group Inc.pdf

RCO # 25-1244 Page 1 of 19

CONTRACT FOR SERVICES

BETWEEN

STATE OF WASHINGTON

RECREATION AND CONSERVATION OFFICE

AND

TIMMONS GROUP, INC

Project #: 25-1244 Agreement Amount: $2,979,599

Project: Project Information System (PRISM) Maintenance and Enhancements

Contract Type: Sole Source

Period of Performance: July 1, 2025 to June 30, 2028

This Contract is made and entered into by and between the State of Washington, Recreation and Conservation Office, hereinafter referred to as "AGENCY," and the below named firm, hereinafter referred to as "CONTRACTOR."

CONTRACTOR NAME: Timmons Group, Inc.

CONTRACTOR ADDRESS: 1001 Boulders Parkway, Suite 300

North Chesterfield, VA 23225-5512

UBI: 602 739 341

VENDOR NO.: SWV0034745-00

SOURCE OF FUNDS

RCO Admin, OFM Tech Pool, PCSRF, USFWS, and LWCF

PURCHASE AUTHORITY

This is a Sole Source contract and complies with applicable policies when an AGENCY intends to purchase or lease goods and/or services under Chapter 39.26 RCW that are only available from a single source as defined in RCW 39.26.010(23).

PURPOSE

The purpose of this contract is for CONTRACTOR to provide maintenance, modifications and enhancements to the AGENCY project information system (PRISM), the AGENCY online grant management system, and Salmon Recovery Portal (SRP).

SCOPE OF WORK

The CONTRACTOR shall furnish the necessary personnel, equipment, material and/or service(s) required to provide all things necessary for or incidental to the performance of the following:

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• Modifications of existing modules/workbenches

• Troubleshooting, updates, maintenance, and integration of GIS services

• Support RCO with GIS enhancements and updates

• Resolution of software problems

• Development and modification of reports and system web pages

• Requirement gathering, analysis, design and development of new modules

• Upgrade to new third-party technologies

• Server and operating system upgrades

• Application maintenance and security

• Database maintenance and security

Please refer to Exhibit A Special Terms and Conditions for Architectural Standards and Cyber Liability Insurance requirements.

PERIOD OF PERFORMANCE

Subject to other contract provisions, the period of performance under this contract will begin July 1, 2025 and expire on June 30, 2028, unless terminated sooner or extended as necessary upon mutual agreement of both parties.

OPTION TO EXTEND

The AGENCY reserves the right to extend the period of performance upon mutual agreement with CONTRACTOR for up to 6 additional years in biennial, two-year increases beyond the initial contract term ending June 30, 2028.

COMPENSATION

AGENCY shall reimburse CONTRACTOR the amount of Two Million Nine Hundred Seventy-Nine Thousand Five Hundred Ninety-Nine and 00/Dollars ($2,979,599) including any applicable tax and indirect costs, for the performance of all things necessary for, or incidental to, the work as set forth in this Contract.

These rates shall remain in effect for the remainder of the original period of performance, after which a rate adjustment may be applied through a properly executed amendment, at the mutual agreement of the PARTIES. This adjustment shall not exceed 5%.

HOURLY RATE TABLE

TITLE HOURLY RATE

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Project Manager $140/HR

Senior Business Analyst $160/HR

Business Analyst $145/HR

Senior Software Engineer $170/HR

Software Engineer $155/HR

QA/QC Engineer $107/HR

UI/UX Designer $125/HR

GIS Programmer/Analyst $145/HR

TRAVEL EXPENSES

The CONTRACTOR shall receive reimbursement for travel and other expenses as identified below or as authorized in advance by AGENCY as reimbursable, which is included in the contract total above. Such expenses may include airfare (economy or coach class only), other transportation expenses, and lodging and subsistence necessary during periods of required travel. The CONTRACTOR shall receive compensation for travel expenses at current state travel reimbursement rates.

BILLING PROCEDURES AND PAYMENT

AGENCY will pay CONTRACTOR upon acceptance of services provided and receipt of a properly completed invoice which shall be submitted to the AGENCY not more often than monthly.

The invoices shall describe and document, to the AGENCY's satisfaction, a description of the work performed, the progress of the project, and fees. The invoice shall include the contract reference number. If expenses are invoiced, provide a detailed breakdown of each type.

Invoices shall include the individual performing the work, the number of hours and the hourly rate.

A receipt must be retained by the CONTRACTOR for any single non-travel expense in the amount of $50.00 or more. Receipts shall be uploaded in PRISM if: 1) the expense is $1,000.00 or greater, or 2) the expense is $500.00 or greater for bills totaling less than $50,000.00. For travel expenses, the CONTRACTOR shall submit the following information to be reimbursed at state per diem rate for the location where travel ends each day: travel start date and time, travel end date and time, brief reason for trip, location, type of meal(s) claimed (breakfast, lunch and/or dinner), lodging and lodging tax.

Invoices must be submitted electronically using the PRISM website. Information regarding billing is available on the PRISM website. Contact AGENCY at ebilling@rco.wa.gov with any questions. Payment shall be considered timely if made by AGENCY within thirty (30) calendar days after receipt of properly completed invoices. Payment shall be sent electronically or to the address designated by CONTRACTOR.

AGENCY may, in its sole discretion, terminate the contract or withhold payments claimed mailto:ebilling@rco.wa.gov

RCO # 25-1244 Page 4 of 19 by CONTRACTOR for services rendered if CONTRACTOR fails to satisfactorily comply with any term or condition of this contract.

No payments in advance or in anticipation of services or supplies to be provided under this Contract shall be made by the AGENCY.

CONTRACT MANAGEMENT

The Contract Manager for each of the parties shall be the contact person for all communications and billings regarding the performance of this contract

SUBCONTRACTOR PAYMENTS REPORTING REQUIREMENTS:

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

The CONTRACTOR shall:

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

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

c. Report the amount and date of all payments (i) received from the AGENCY, and (ii) paid to Subcontractors, no later than 4 weeks from the issuance of each payment made by the AGENCY to the Contractor, unless otherwise specified in writing by the AGENCY, except that the CONTRACTOR shall mark as “Final” and report the final Subcontractor payments) into Access Equity no later than thirty (30) days after the final payment is due

Contract Manager for

CONTRACTOR:

Contract Manager for

AGENCY:

Chris Gerecke

1001 Boulders Pkwy. Ste. 300

North Chesterfield VA 23225-5512

(804) 200-6962

Brent Hedden PO Box 40917 Olympia, WA 98504-0917

(360) 704-0973 brent.hedden@rco.wa.gov mailto:brent.hedden@rco.wa.gov

RCO # 25-1244 Page 5 of 19 the Subcontractor(s) under the Contract, with all payment information entered no later than sixty (60) days after end of fiscal year.

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

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

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

SUSPENSION

The obligation of AGENCY to manage contract terms and make payments is contingent upon the state appropriating state and federal funding each biennium. In the event the state is unable to appropriate such funds by the first day of each new biennium, AGENCY reserves the right to suspend the Contract, with ten (10) days written notice, until such time funds are appropriated. Suspension will mean all work related to the contract must cease until such time funds are obligated to AGENCY and AGENCY provides notice to continue work.

ASSURANCES

AGENCY and CONTRACTOR agree that all activity pursuant to this contract will be in accordance with all applicable current federal, state and local laws, rules, and regulations.

ORDER OF PRECEDENCE

Each of the exhibits listed below is by this reference hereby incorporated into this Contract. In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence in the following order:

1. Applicable State of Washington statutes and regulations

2. Contract 25-XXXX

3. Attachment A - General Terms and Conditions

4. Any other provision, term or material incorporated herein by reference or otherwise incorporated.

ENTIRE AGREEMENT

This contract, including referenced exhibits, represents all the terms and conditions agreed upon by the parties. No other statements or representations, written or oral, shall be deemed a part hereof.

CONFORMANCE

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If any provision of this contract violates any statute or rule of law of the State of Washington, it is considered modified to conform to that statute or rule of law.

APPROVAL

This contract shall be subject to the written approval of AGENCY's authorized representative and shall not be binding until so approved. The contract may be altered, amended, or waived only by a written amendment executed by both parties.

This CONTRACT, consisting of nineteen (19) pages, is executed by the persons signing below who warrant that they have the authority to execute the contract.

WASHINGTON STATE RECREATION

AND CONSERVATION OFFICE

TIMMONS GROUP, INC

SIGNATURE SIGNATURE

Scott T. Robinson

PRINT NAME PRINT NAME

Deputy Director

TITLE DATE TITLE DATE

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EXHIBIT A

SPECIAL TERMS AND CONDITIONS

ARCHITECTURAL STANDARDS

CONTRACTOR shall develop work products using current and planned system architecture standards. CONTRACTOR shall advise the AGENCY on architectural recommendations. CONTRACTOR shall not make any changes to system architecture for any work product without obtaining prior written approval of the AGENCY so that the AGENCY can comply with requirements for security design reviews of architectural changes by the Washington State Office of Cyber Security.

Current Architecture:

Virtual servers hosted on Microsoft Azure Cloud Microsoft Azure Application Gateway Secure Access Washington user authentication Microsoft Windows Server Microsoft SQL Server, SQL Server Reporting Service Microsoft Internet Information Service Microsoft Power BI ESRI ArcGIS Enterprise Geodatabase/Spatial Database Engine ESRI ArcGIS Server ESRI ArcGIS Javascript API ESRI ArcGIS Online

Planned Architecture:

CYBER LIABILITY INSURANCE

CONTRACTOR shall maintain in force during the term an insurance policy that includes cyber-liability coverage. Such policy shall have a deductible not to exceed ten thousand dollars ($10,000.00) and coverage of not less than one million dollars ($1,000,000.00) single limit per occurrence and one million dollars ($1,000,000.00) in the aggregate, which shall at a minimum cover breach response cost, regulatory fines and penalties, and other liabilities and costs, and that includes but is not limited to coverage for first-party costs and third-party claims from: (i) failure to protect data, including but not limited to information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private information, alternation of electronic information, extortion and network security, unauthorized disclosure, use or access, (ii) security failure or data breach or privacy breach, (iii) failure to disclose such breaches as required by law, regulation or contract.

REPRESENTATIONS AND WARRANTIES

Contractor makes the following representations and warranties without which Purchaser would not enter into this contract. Breach of any of these representations and warranties shall constitute material breach of this contract.

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1. Compliance with Law Contractor represents and warrants that Contractor shall comply with all applicable laws, regulations, and licensing requirements pertaining to its activities and operations under this Contract. Contractor shall not commit any act or omission, nor shall it allow its personnel or agents to commit any act or omission, that affects Purchaser or is in violation of any law, regulation, or licensing requirement.

2. Compliance with State Policies Contractor represents and warrants that Contractor shall comply with all applicable state policies pertaining to its activities under this Contract including, but not limited to, compliance with Washington State’s IT, security, access, data protection, and privacy policies.

3. Qualified to do business Contractor represents and warrants that Contractor is qualified to do business in the State of Washington and shall provide written confirmation upon request.

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ATTACHMENT A

GENERAL TERMS AND CONDITIONS

DEFINITIONS

As used throughout this Contract, the following terms shall have the meaning set forth below:

A. "AGENCY" shall mean the Recreation and Conservation Office of the State of Washington, any division, section, office, unit or other entity of AGENCY, or any of the officers or other officials lawfully representing that Agency.

B. "AGENT" shall mean the Director, and/or the delegate authorized in writing to act on the Director's behalf.

C. "CONTRACTOR" shall mean that firm, provider, organization, individual or other entity performing service(s) under this Contract and shall include all employees of CONTRACTOR.

D. "SUBCONTRACTOR" shall mean one not in the employment of CONTRACTOR, who is performing all or part of those services under this Contract under a separate contract with CONTRACTOR. The terms "SUBCONTRACTOR" and "SUBCONTRACTORS" means SUBCONTRACTOR(s) in any tier.

E. “STATE” shall mean the state of Washington. AGENCY is included within the term STATE, as are all other agencies, departments, boards, or other entities of state government.

ACCESS TO DATA

CONTRACTOR shall provide access to data generated under this Contract to AGENCY, the Joint Legislative Audit and Review Committee, and the State Auditor at no additional cost. This includes access to all information that supports the findings, conclusions, and recommendations of CONTRACTOR’S reports, including computer models and methodology for those models.

ADVANCE PAYMENTS PROHIBITED

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

AMENDMENTS

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.

AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the "ADA" 28 CFR Part 35 CONTRACTOR must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications.

ASSIGNMENT

Neither this Contract, nor any claim arising under this Contract, shall be transferred or assigned by CONTRACTOR without prior written consent of AGENCY.

ATTORNEYS’ FEES

In the event of litigation or other action brought to enforce contract terms, each party agrees to

RCO # 25-1244 Page 10 of 19 bear its own attorney fees and costs.

CONFIDENTIALITY/SAFEGUARDING OF INFORMATION

CONTRACTOR shall not use or disclose any information concerning AGENCY, or information that may be classified as confidential, for any purpose not directly connected with the administration of this Contract, except with prior written consent of AGENCY, or as may be required by law.

CONFLICT OF INTEREST

Notwithstanding any determination by the Executive Ethics Board or other tribunal, AGENCY may, in its sole discretion, by written notice to CONTRACTOR, terminate this Contract if it is found after due notice and examination by the AGENT that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving CONTRACTOR in the procurement of, or performance under this Contract.

In the event this Contract is terminated as provided above, AGENCY shall be entitled to pursue the same remedies against CONTRACTOR as it could pursue in the event of a breach of the contract by CONTRACTOR. The rights and remedies of AGENCY 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 the AGENT makes any determination under this clause shall be an issue and may be reviewed as provided in the “Disputes” clause of this Contract.

COPYRIGHT PROVISIONS

Unless otherwise provided, all materials produced under this Contract shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by AGENCY. AGENCY shall be considered the author of such materials. In the event the materials are not considered “works for hire” under the U.S. Copyright laws, CONTRACTOR hereby irrevocably assigns all right, title, and interest in materials, including all intellectual property rights, to AGENCY effective from the moment of creation of such materials.

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.

For materials that are delivered under the Contract, but that incorporate pre-existing materials not produced under the Contract, CONTRACTOR hereby grants to AGENCY a nonexclusive, royalty-free, irrevocable license (with rights to sublicense others) in such materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display.

CONTRACTOR warrants and represents that CONTRACTOR has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to AGENCY.

CONTRACTOR shall exert all reasonable effort to advise AGENCY, at the time of delivery of materials furnished under this Contract, of all known or potential invasions of privacy contained therein and of any portion of such document that was not produced in the performance of this Contract.

AGENCY shall receive prompt written notice of each notice or claim of infringement received by CONTRACTOR with respect to any data delivered under this Contract. AGENCY shall have the

RCO # 25-1244 Page 11 of 19 right to modify or remove any restrictive markings placed upon the data by CONTRACTOR.

COVENANT AGAINST CONTINGENT FEES

CONTRACTOR 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 maintained by CONTRACTOR for securing business.

AGENCY shall have the right, in the event of breach of this clause by CONTRACTOR, to annul this Contract without liability or, in its discretion, to deduct from the Contract price or consideration or recover by other means the full amount of such commission, percentage, brokerage or contingent fee.

DEBARMENT AND CERTIFICATION

By signing the Contract with AGENCY, CONTRACTOR certifies that neither it nor its principals nor any other lower tier participant are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction by Washington State Labor and Industries. Further, CONTRACTOR agrees not to enter into any arrangements or contracts related to this Contract with any party that is on the “Contractors not Allowed to Bid on Public Works Projects” list.

DISALLOWED COSTS

CONTRACTOR is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its SUBCONTRACTORS.

DISPUTES

Except as otherwise provided in this Contract, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the AGENT. The request for a dispute hearing must:

• Be in writing;

• State the disputed issue(s);

• State the relative positions of the parties;

• State CONTRACTOR’S name, address, and Contract number; and

• Be mailed to the AGENCY and the other party’s (respondent’s) contract manager within three (3) working calendar days after the parties agree that they cannot resolve the dispute.

The respondent shall send a written answer to the requester’s statement to both AGENCY and the requester within five (5) working calendar days. AGENCY shall review the written statements and reply in writing to both parties within ten (10) working days. AGENCY may extend this period if necessary by notifying the parties.

The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal.

Nothing in this Contract shall be construed to limit the parties’ choice of a mutually acceptable alternate dispute resolution method in addition to the dispute resolution procedure outlined above.

DUPLICATE PAYMENT

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AGENCY shall not pay CONTRACTOR, if CONTRACTOR has charged or will charge the State of Washington or any other party under any other contract or agreement, for the same services or expenses.

GOVERNING LAW

This Contract shall be construed and interpreted in accordance with the laws of the State of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County.

INDEMNIFICATION

CONTRACTOR shall defend, indemnify, and hold the STATE and its officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the actual or alleged acts, errors, omissions or negligence of, or the breach of any obligation under this Contract by CONTRACTOR or CONTRACTOR’S agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom CONTRACTOR may be legally liable.

Provided that nothing herein shall require CONTRACTOR to defend or indemnify the STATE against and hold harmless the STATE from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this Contract by the STATE, its agents, officers, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the STATE may be legally liable.

Provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) CONTRACTOR or CONTRACTOR’S agents, employees, subcontractors, subcontractors or vendors, of any tier, or any other persons for whom CONTRACTOR is legally liable, and (b) the STATE, its agents, officers, employees, sub consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE may be legally liable, the indemnity obligation shall be valid and enforceable only to the extent of CONTRACTOR’S negligence or the negligence of CONTRACTOR’S agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom CONTRACTOR may be legally liable.

This provision shall be included in any agreement between CONTRACTOR and any sub consultant, subcontractor and vendor, of any tier.

CONTRACTOR shall also defend, indemnify, and hold the STATE and its officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by CONTRACTOR or CONTRACTOR’S agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom CONTRACTOR may be legally liable, in performance of the Work under this Contract or arising out of any use in connection with the agreement of methods, processes, designs, information or other items furnished or communicated to STATE, its agents, officers and employees pursuant to the Contract; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from STATE’S, its agents’, officers’ and employees’ failure to comply with specific written instructions regarding use provided to the STATE, its agents, officers and employees by CONTRACTOR, its agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom CONTRACTOR may be

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CONTRACTOR specifically assumes potential liability for actions brought by CONTRACTOR’S own employees or its agents against the STATE and, solely for the purpose of this indemnification and defense, CONTRACTOR specifically waives any immunity under the state industrial insurance law, Title 51 RCW.

This provision was the result of mutual negotiation between the parties.

INDEPENDENT CAPACITY OF CONTRACTOR

The parties intend that an independent contractor relationship will be created by this Contract.

CONTRACTOR and his or her employees or agents performing under this Contract are not employees or agents of AGENCY. CONTRACTOR will not hold himself/herself out as or claim to be an officer or employee of AGENCY or of the State of Washington by reason hereof, nor will CONTRACTOR make any claim of right, privilege or benefit that would accrue to such employee under law. Conduct and control of the work will be solely with CONTRACTOR.

INDUSTRIAL INSURANCE COVERAGE

CONTRACTOR shall comply with the provisions of Title 51 RCW, 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, AGENCY may collect from CONTRACTOR the full amount payable to the Industrial Insurance accident fund. AGENCY may deduct the amount owed by CONTRACTOR to the accident fund from the amount payable to CONTRACTOR by AGENCY under this Contract and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I’s rights to collect from CONTRACTOR.

LICENSING, ACCREDITATION AND REGISTRATION

CONTRACTOR shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements/standards, necessary for the performance of this Contract.

LIMITATION OF AUTHORITY

Only the AGENT or AGENT’S delegate by writing (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Contract. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this Contract is not effective or binding unless made in writing and signed by the AGENT.

NON-AVAILABILITY OF FUNDS

The obligation of AGENCY to make payments is contingent on the availability of state and federal funds through legislative appropriation and state allotment. If amounts sufficient to fund the grant made under this Contract are not appropriated to AGENCY for expenditure for this Contract in any biennial fiscal period, AGENCY shall not be obligated to pay any remaining unpaid portion of this grant unless and until the necessary action by the Legislature or the Office of Financial Management occurs. If AGENCY’S participation is suspended under this section for a continuous period of one year, AGENCY’S obligation to provide any future funding under this Contract shall terminate. Termination of the Contract under this section is not subject to appeal by

CONTRACTOR.

NON-COMPLIANCE WITH NONDISCRIMINATION LAWS

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In the event of CONTRACTOR'S non-compliance 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 CONTRACTOR may be declared ineligible for further contracts with AGENCY.

CONTRACTOR shall, however, be given a reasonable time in which to cure this noncompliance.

Any dispute may be resolved in accordance with the "Disputes" procedure set forth herein.

NONDISCRIMINATION

During the performance of this Contract, CONTRACTOR shall comply with all federal and state nondiscrimination laws, regulations and policies including the following:

a. Nondiscrimination Requirement During the term of this Contract, CONTRACTOR, including any subcontractor, shall not discriminate on the bases enumerated at RCW 49.60.530(3). In addition, CONTRACTOR, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which CONTRACTOR, or subcontractor, has a collective bargaining or other agreement.

b. Obligation to Cooperate CONTRACTOR, including any subcontractor, shall cooperate and comply with any Washington state agency investigation regarding any allegation that CONTRACTOR, including any subcontractor, has engaged in discrimination prohibited by this Contract pursuant to RCW 49.60.530(3).

c. Default Notwithstanding any provision to the contrary, AGENCY may suspend CONTRACTOR, including any subcontractor, upon notice of a failure to participate and cooperate with any state agency investigation into alleged discrimination prohibited by this Contract, pursuant to RCW 49.60.530(3). Any such suspension will remain in place until AGENCY receives notification that CONTRACTOR, including any subcontractor, is cooperating with the investigating state agency. In the event CONTRACTOR, or subcontractor, is determined to have engaged in discrimination identified at RCW 49.60.530(3), AGENCY may terminate this Contract in whole or in part, and CONTRACTOR, subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200. CONTRACTOR or subcontractor may be given a reasonable time in which to cure this noncompliance, including implementing conditions consistent with any court-ordered injunctive relief or settlement agreement.

d. Remedies for Breach Notwithstanding any provision to the contrary, in the event of Contract termination or suspension for engaging in discrimination, CONTRACTOR, subcontractor, or both, shall be liable for contract damages as authorized by law including, but not limited to, any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, which damages are distinct from any penalties imposed under Chapter 49.60, RCW. AGENCY shall have the right to deduct from any monies due to CONTRACTOR or subcontractor, or that thereafter become due, an amount for damages CONTRACTOR or subcontractor will owe AGENCY for default under this provision.

PRIVACY

Personal identifying information (PII) including, but not limited to, “Protected Health Information,” collected, used, or acquired in connection with this Contract shall be protected against unauthorized use, disclosure, modification or loss. CONTRACTOR shall ensure its directors, officers, employees, subcontractors or agents use personal information solely for the purposes of accomplishing the services set forth herein. CONTRACTOR and its subcontractors agree not to

RCO # 25-1244 Page 15 of 19 release, divulge, publish, transfer, sell or otherwise make known to unauthorized persons personal information without the express written consent of AGENCY or as otherwise required by law.

Any breach of this provision may result in termination of the Contract and the demand for return of all personal information. CONTRACTOR agrees to indemnify and hold harmless AGENCY for any damages related to CONTRACTOR’S unauthorized use of personal information.

PUBLICITY

CONTRACTOR agrees to submit to AGENCY all advertising and publicity matters relating to this Contract wherein AGENCY’S name is mentioned or language used from which the connection of AGENCY’S name may, in AGENCY’S judgment, be inferred or implied. CONTRACTOR agrees not to publish or use such advertising and publicity matters without the prior written consent of

AGENCY.

RECORDS MAINTENANCE

CONTRACTOR shall maintain books, records, documents, data and other evidence relating to this Contract and performance of the services described herein, including but not limited to accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Contract.

CONTRACTOR shall retain such records for a period of nine (9) years following the date of final payment. At no additional cost, these records, including materials generated under the Contract, shall be subject at all reasonable times to inspection, review or audit by AGENCY, personnel duly authorized by AGENCY, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement.

If any litigation, claim or audit is started before the expiration of the nine (9) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved.

REGISTRATION WITH DEPARTMENT OF REVENUE

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.

RIGHT OF INSPECTION

CONTRACTOR shall provide right of access to its facilities to AGENCY, or any of its officers, or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Contract.

SAVINGS

In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Contract and prior to normal completion, AGENCY may terminate the Contract under the "Termination for Convenience" clause, without the ten (10) day notice requirement, subject to renegotiation at AGENCY’S discretion under those new funding limitations and conditions.

SEVERABILITY

The provisions of this Contract are intended to be severable. If any term or provision is illegal or

RCO # 25-1244 Page 16 of 19 invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Contract.

SITE SECURITY

While on AGENCY premises, CONTRACTOR, its agents, employees, or subcontractors shall conform in all respects with physical, fire or other security policies or regulations.

SUBCONTRACTING

Neither CONTRACTOR nor any SUBCONTRACTOR shall enter into subcontracts for any of the work contemplated under this Contract without obtaining prior written approval of AGENCY. In no event shall the existence of the subcontract operate to release or reduce the liability of CONTRACTOR to AGENCY for any breach in the performance of CONTRACTOR’S duties. This clause does not include contracts of employment between CONTRACTOR and personnel assigned to work under this contract.

Additionally, CONTRACTOR is responsible for ensuring that all terms, conditions, assurances and certifications set forth in this Contract are carried forward to any subcontracts.

CONTRACTOR and its subcontractors agree not to release, divulge, publish, transfer, sell or otherwise make known to unauthorized persons personal information without the express written consent of AGENCY or as provided by law.

SUSPENSION

The obligation of AGENCY to manage contract terms and make payments is contingent upon the state appropriating state and federal funding each biennium. In the event the state is unable to appropriate such funds by the first day of each new biennium, AGENCY reserves the right to suspend the Contract, with ten (10) days written notice, until such time funds are appropriated.

Suspension will mean all work related to the Contract must cease until such time funds are obligated to AGENCY and AGENCY provides notice to continue work.

TAXES

All payments accrued because of payroll taxes, unemployment contributions, any other taxes, insurance or other expenses for CONTRACTOR or its staff shall be the sole responsibility of

CONTRACTOR.

TERMINATION FOR CAUSE

In the event AGENCY determines CONTRACTOR has failed to comply with the conditions of this Contract in a timely manner, AGENCY has the right to suspend or terminate this Contract. Before suspending or terminating the Contract, AGENCY shall notify CONTRACTOR in writing of the need to take corrective action. If corrective action is not taken within thirty (30) calendar days, the Contract may be terminated or suspended.

In the event of termination or suspension, CONTRACTOR shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, e.g., cost of the competitive bidding, mailing, advertising and staff time.

AGENCY reserves the right to suspend all or part of the Contract, withhold further payments, or prohibit CONTRACTOR from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by CONTRACTOR or a decision by AGENCY to terminate the Contract. A termination shall be deemed a “Termination for

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Convenience” if it is determined that CONTRACTOR: (1) was not in default; or (2) failure to perform was outside of his or her control, fault or negligence.

The rights and remedies of AGENCY provided in this Contract are not exclusive and are, in addition to any other rights and remedies, provided by law.

TERMINATION FOR CONVENIENCE

Except as otherwise provided in this Contract, AGENCY may, by ten (10) calendar days written notice, beginning on the second day after the mailing, terminate this Contract, in whole or in part.

If this Contract is so terminated, AGENCY shall be liable only for payment required under the terms of this Contract for services rendered or goods delivered prior to the effective date of termination.

TERMINATION PROCEDURES

Upon termination of this Contract, AGENCY, in addition to any other rights provided in this Contract, may require CONTRACTOR to deliver to AGENCY any property specifically produced or acquired for the performance of such part of this Contract as has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer.

AGENCY shall pay to CONTRACTOR the agreed upon price, if separately stated, for completed work and services accepted by AGENCY, and the amount agreed upon by CONTRACTOR and AGENCY for (i) completed work and services for which no separate price is stated, (ii) partially completed work and services, (iii) other property or services that are accepted by AGENCY, and

(iv) the protection and preservation of property, unless the termination is for default, in which case the AGENT shall determine the extent of the liability of AGENCY. Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this Contract.

AGENCY may withhold from any amounts due CONTRACTOR such sum as the AGENT determines to be necessary to protect AGENCY against potential loss or liability.

The rights and remedies of AGENCY provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

After receipt of a notice of termination, and except as otherwise directed by the AGENT, CONTRACTOR shall:

• Stop work under the Contract on the date, and to the extent specified, in the notice;

• Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract that is not terminated;

• Assign to AGENCY, in the manner, at the times, and to the extent directed by the AGENT, all of the rights, title, and interest of CONTRACTOR under the orders and subcontracts so terminated, in which case AGENCY has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts;

• Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the AGENT to the extent AGENT may require, which approval or ratification shall be final for all the purposes of this clause;

• Transfer title to AGENCY and deliver in the manner, at the times, and to the extent directed by the AGENT any property which, if the Contract had been completed, would have been required to be furnished to AGENCY;

RCO # 25-1244 Page 18 of 19

• Complete performance of such part of the work as shall not have been terminated by the AGENT; and

• Take such action as may be necessary, or as the AGENT may direct, for the protection and preservation of the property related to this Contract, which is in the possession of CONTRACTOR and in which AGENCY has or may acquire an interest.

TREATMENT OF ASSETS

A. Title to all property furnished by AGENCY shall remain in AGENCY. Title to all property furnished by CONTRACTOR, for the cost of which CONTRACTOR is entitled to be reimbursed as a direct item of cost under this Contract, shall pass to and vest in AGENCY upon delivery of such property by CONTRACTOR. Title to other property, the cost of which is reimbursable to CONTRACTOR under this Contract, shall pass to and vest in AGENCY upon (i) issuance for use of such property in the performance of this Contract, or (ii) commencement of use of such property in the performance of this Contract, or (iii) reimbursement of the cost thereof by AGENCY in whole or in part, whichever first occurs.

B. Any property of AGENCY furnished to CONTRACTOR shall, unless otherwise provided herein or approved by AGENCY, be used only for the performance of this Contract.

C. CONTRACTOR shall be responsible for any loss or damage to property of AGENCY that results from the negligence of CONTRACTOR or which results from the failure on the part of CONTRACTOR to maintain and administer that property in accordance with sound management practices.

D. If any AGENCY property is lost, destroyed or damaged, CONTRACTOR shall immediately notify AGENCY and shall take all reasonable steps to protect the property from further damage.

E. CONTRACTOR shall surrender to AGENCY all property of AGENCY prior to settlement upon completion, termination or cancellation of this Contract.

F. All reference to CONTRACTOR under this clause shall also include CONTRACTOR'S employees, agents or subcontractors.

U.S. DEPARTMENT OF TREASURY, OFFICE OF FOREIGN ASSETS CONTROL

AGENCY complies with U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC) payment rules. OFAC prohibits financial transactions with individuals or organizations, which have been placed on the OFAC Specially Designated Nationals (SDN) and Blocked Persons sanctions list located at https://www.treasury.gov/resource-center/sanctions/SDN- List/Pages/default.aspx . Compliance with OFAC payment rules ensures that AGENCY does not conduct business with individuals or organizations that have been determined to be supporters of terrorism and international drug dealing or that pose other dangers to the United States.

Prior to making payment to individuals or organizations, AGENCY will download the current OFAC SDN file and compare it to AGENCY and statewide vendor files. In the event of a positive match, AGENCY reserves the right to: (i) make a determination of “reasonability” before taking the positive match to a higher authority, (ii) seek assistance from the Washington State Office of the State Treasurer (OST) for advanced assistance in resolving the positive match, (iii) comply with an OFAC investigation, if required, and/or (iv) if the positive match is substantiated, notify CONTRACTOR in writing and terminate the Contract according to the Termination for Convenience provision without making payment. AGENCY will not be liable for any late payment fees or missed discounts that are the result of time required to address the issue of an OFAC match.

WAIVER

Waiver of any default or breach shall not be deemed a waiver of any subsequent default or https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx

RCO # 25-1244 Page 19 of 19 breach. Any waiver shall not be construed to be a modification of the terms of this contract unless stated to be such in writing and signed by authorized representative of AGENCY.

WORKERS’ RIGHTS (MANDATORY INDIVIDUAL ARBITRATION)

CONTRACTOR represents and warrants 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.