25007 BCI General MRL Policy Draft Agreement.pdf

Contract Number: 25007

Updated 04/13/2021 J. Stevens

32 N. 3rd St. Suite 408 P.O. Box 2885 Yakima, WA 98901 Phone: (509) 453-4749

PROFESSIONAL SERVICE CONTRACT

This agreement is between

THE WASHINGTON HOP COMMISSION

and

BRYANT CHRISTIE INC.

This Agreement is made and entered into by and between the Washington Hop Commission, on behalf of the U.S. Hop Industry Plant Protection Committee, hereinafter referred to as “WHC” and the below named individual or organization hereinafter referred to as “Independent Contractor”.

Name: Bryant Christie, Inc. (BCI) Address: 2033 Sixth Ave. Suite 1030 City, State, Zip: Seattle, WA 98121 Phone: 206-292-6340 Tax ID: 91-1602977

PURPOSE

The purpose of this contract is to provide services and staff, and otherwise do all things necessary for or incidental to the performance of work, as set for below.

SCOPE OF WORK

1. Exhibit A, Standard Terms and Conditions, and B, Special Terms and Conditions (if applicable), attached hereto and incorporated by reference, contains the Terms and Conditions governing work to be performed under this contract, the nature of the working relationship between WHC and the Independent Contractor, and specific obligations of both parties.

2. INDPENDENT CONTRACTOR SHALL PROVIDE:

A. BCI will monitor and comment when appropriate on hop MRL issues and other appropriate trade barrier issues in Canada, Japan, Taiwan, Korea, Hong Kong, China, Australia, EU, Vietnam, India, and other important markets.

B. In Canada, BCI will follow up with registrants to ensure that commitments regarding hop data package submissions are upheld, and new MRLs are established.

C. In the Asian markets, BCI will ensure any MRL regulatory changes that have the potential to impede hop exports will be addressed proactively.

D. In the EU, BCI will cooperate with German growers and regulatory officials in the region regarding hop MRLs and regulatory issues that may impact the hop industry’s ability to obtain and retain MRLs.

E. BCI will monitor and engage with authorities from the United Kingdom to address Great Britain hop MRL needs.

F. BCI will track MRL developments in Mexico to ensure hop exports are not affected.

G. BCI will respond to requests for information from USDA on hop MRL Priorities.

H. BCI will maintain the hop MRL chart and provide updates of this chart to USHIPPC monthly or as updates are necessary.

I. BCI will produce periodic issue updates and project status report, as necessary to meet any grant quarterly reporting requirements and USHIPPC meetings (twice yearly, in January and July/August).

J. These provisions will begin by 01/10/2025 and be completed by 12/31/2025.

PERIOD OF PERFORMANCE

Subject to other contract provisions, the period of performance under this contract will be from January 10, 2025 , or upon execution, whichever is later, to December 31, 2025.

COMPENSATION

Upon satisfactory completion of services provided, compensation to Independent Contractor shall not exceed

$132,000.00, (One Hundred, Thirty-Two Thousand Dollars), which includes all applicable taxes and fees, upon receipt of acceptable Invoice. Such compensation for services rendered shall be based on the following rates or in accordance with the following terms

Pay point #1 – April 2025: Contractor will invoice WHC in the amount of $26,750 for work performed January through March 2025.

Pay point #2 – July 2025: Contractor will invoice WHC in the amount of $26,750 for work performed April through June 2025.

Pay point #3 – October 2025: Contractor will invoice WHC in the amount of $26,750 for work performed July through September 2025.

Pay point #4 – January 2026: Contractor will invoice WHC in the amount of $26,750 for work performed October through December 2025.

Expenses: Independent contractor shall receive reimbursement for travel and other expenses as identified below or as authorized in advance by WHC as reimbursable.

Travel expenses including mileage and per diem rates will be based on Office of Financial Management’s travel rates (Travel | Office of Financial Management (wa.gov)). Travel expense receipts must be provided upon request.

The maximum amount to be paid to the Independent Contractor for authorized expenses shall not exceed $25,000.00, (Twenty-five Thousand Dollars), which amount is included in the contract total above.

All reimbursement requests must include proof of expense, proof of payment and applicable exchange rate. WHC may ask contractor to translate expense documentation to English, as needed.

An invoice will be sent to the Contract Manager listed below within 30 (thirty) days of completed work. For contracts ending during the month of December, an invoice must be sent to the Contract Manager listed below within 7 (seven) calendar days of completed work to accommodate WHC grant year-end closing. In accordance with RCW 43.88.160, no payments in advance or in anticipation of goods or services to be provided under this contract shall be made by WHC.

CONTRACT MANAGEMENT

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

Contract Manager for WHC is: Contract Manager for Independent Contractor is:

Jessica Stevens Matt Lantz Executive Director Senior Vice President P.O. Box 2885 2033 Sixth Ave Suite 1030 Yakima, WA 98907 Seattle, WA 98121 Phone: 509-453-4749 Phone: 206-292-6340 Email address: jstevens@wahops.org Email address: matthew.lantz@bryantchristie.com https://ofm.wa.gov/accounting/administrative-accounting-resources/travel

ENTIRE AGREEMENT:

This agreement, including the attached Standard and/or Special Terms and Conditions, endorsements, or schedules, sets forth in full the entire agreement. Any other agreement, representation, or understanding, verbal or otherwise, relating to the services of WHC, or otherwise dealing in any manner with this agreement only by written agreement executed by both of the parties hereto.

If any provision of the agreement is deemed in conflict with any statute or rule of law, such provision will be considered modified to be in conformance with said statute or law. This contract is executed by the person(s) signing below who warrant that they have the authority to execute the contract.

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 and the contract, the tenth (10 th) working day after it is filed with DES, or as agreed between the parties, whichever is later.

WASHINGTON HOP COMMISSION

INDEPENDENT

CONTRACTOR/ORGANIZATION

Signature: Signature:

Typed Name: Jessica Stevens Typed Name: James C. Christie

Title: Executive Director Title: President

Date: Date:

EXHIBIT A - STANDARD TERMS AND CONDITIONS

DEFINITIONS

As used throughout this contract, the following terms shall have the meanings set forth below:

A. “INDEPENDENT CONTRACTOR” shall mean that agency, firm, provider organization, individual or other entity performing services under this contract. It shall include any subcontractor retained by the prime contractor as permitted under the terms of this agreement.

B. “CONTRACTING OFFICER” shall mean that individual authorized to execute this agreement on behalf of WHC.

C. “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, other identifying numbers, and any financial identifiers.

D. “SUBCONTRACTOR” shall mean one not an employee of the independent contractor, who is performing all or part of those services under this contract under a separate contract with the independent contractor. The terms “subcontractor” and “subcontractors” mean subcontractor(s) in any tier.

E. A “VENDOR” is an entity that agrees to provide the amount and kind of services requested by WHC; provides services under the contract only to those beneficiaries individually determined to be eligible by WHC and provides services on a fee-for-service or per-unit basis with contractual penalties if the entity fails to meet program performance standards.

AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, ALSO REFERRED TO AS THE “ADA” 28 CFR PART 35 The independent 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 the independent contractor without prior written consent of WHC.

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND INELIGIBILITY

The independent contractor, by signature to this contract, certifies that the independent contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal or state department or agency from participating in transactions (debarred). The independent contractor also agrees to include the above requirements in any and all subcontracts into which it enters. The independent contractor shall immediately notify WHC if, during the term of this contract, independent contractor becomes debarred. WHC may immediately terminate this contract by providing independent contractor written notice if independent contractor becomes debarred during the term of this contract.

CHANGE IN STATUS

In the event of substantive change in the legal status, organizational structure, or fiscal reporting responsibility of the independent contractor, independent contractor agrees to notify WHC of the change. Independent contractor shall provide notice as soon as practicable, but no later than thirty

(30) days after such a change takes effect.

CHANGES AND MODIFICATIONS

The contracting officer may, at any time, by written notification to the independent contractor, and without notice to any known guarantor or surety, make changes within the general scope of the services to be performed under the contract. If the independent contractor agrees to such changes, a written contract amendment reflecting such change shall be executed by the parties.

An equitable adjustment in cost or period of performance or both may be made if required by the change. Any claim for adjustment in price or period of performance must be received within thirty (30) days of the independent contractor’s receipt of the change notice.

The contracting officer may, however, receive and act upon any such claim at any time prior to final payment under the contract at his/her discretion.

Failure to agree to any adjustment made under this section shall be an issue and may be reviewed as provided in the “Disputes” section of this agreement.

Nothing in this section shall excuse the independent contractor from proceeding with the contract as changed.

CONFLICT OF INTEREST

WHC may, in its sole discretion, by written notice to the independent contractor, terminate this contract if it finds, after due notice and examination by the contracting officer, that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the independent contractor in the procurement of or performance under, this contract.

In the event this contract is terminated as provided above, WHC shall be entitled to pursue the same remedies against the independent contractor as it could pursue in the event of a breach of the contract by the independent contractor.

The rights and remedies of WHC 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 contracting officer makes any determination under this clause shall be an issue and may be reviewed as provided in the “Disputes” clause of this contract.

COVENANT AGAINST CONTINGENT FEES

The independent 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 agent maintained by the independent contractor for the purpose of securing business. WHC shall have the right, in the event of breach of this clause by the independent 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 fees.

DISPUTES

Except as otherwise provided in this contract, when a dispute arises between the parties and it cannot be resolved by direct negotiation, any party may request a dispute resolution board (DRB). A request for a DRB must be in writing, state the disputed issue(s), state the relative positions of the parties and be sent to all parties. Parties must provide a response within three (3) days.

Once a party requests a DRB, each party shall designate a representative. The representatives shall mutually select a third member (for an additional member for disputes involving more than two parties).

The DRB shall evaluate the facts, contract terms and applicable statues and rules and make a determination by majority vote. The decision is binding on all parties.

DISALLOWED COSTS

The independent contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subcontractors.

ENERGY EFFICIENCY

Independent contractor will adhere to all mandatory standards and policies relating to energy efficiency which are contained in the Washington state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201).

EXECUTIVE ORDER 18-03 – Workers’ Rights (If Applicable) Independent contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that independent 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.

Independent contractor further represents and warrants that, during the term of this contract, independent 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.

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 Superior Court for Yakima County.

INDEMNIFICATION

WHC agrees to assume responsibility for any act of its employees, officers, agents, and attorneys for which it would be deemed legally liable. The Independent Contractor(s) agrees to assume responsibility for any acts of its employees, officers, agents, and attorneys for which it would be deemed legally liable.

INSURANCE COVERAGE

During the Term of this Contract, Independent contractor, at its expense, shall maintain in full force and effect the following insurance coverages:

• Commercial General liability Insurance. Commercial general liability insurance (and, if necessary, commercial umbrella liability insurance) covering bodily injury, property damage, products/completed operations, personal injury, and advertising injury liability on an ‘occurrence form’ that shall be no less comprehensive and no more restrictive than the coverage provided by Insurance Services Office (ISO) under the most recent version of form CG 00 01 in the amount of not less than $2,000,000 per occurrence and $4,000,000 general aggregate. This coverage shall include blanket contractual liability coverage. This coverage shall include a cross-liability clause or separation of insured condition.

• Workers’ Compensation Insurance. Independent contractor shall comply with applicable workers compensation statutes and regulations (e.g., RCW Title 51, Industrial Insurance). If Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, WHC may terminate this Contract. This provision does not waive any of the Washington State Department of Labor and Industries (L&I) rights to collect from Independent contractor. In addition, Independent contractor waives its immunity under RCW

Title 51 to the extent it is required to indemnify, defend, and hold harmless the State of Washington and its agencies, officials, agents, or employees.

• Employer’s Liability (Stop Gap) Insurance. Employer’s liability insurance (and, if necessary, commercial umbrella liability insurance) with limits not less than $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 bodily injury by disease policy limit.

• Commercial Automobile Liability Insurance. Commercial automobile liability insurance covering the ownership, maintenance, and/or use of all owned/leased, non-owned, and hired vehicles used in the performance of the Contract, with limits of not less than $1,000,000 per accident, combined single limit for bodily injury and property damage liability. Coverage shall be provided on Insurance Services Office (ISO) form number

CA 0001 or an equivalent. The required limits can be satisfied by any combination of primary, umbrella, or excess policy.

The insurance coverage limits set forth herein are the minimum. Contractor’s insurance coverage shall be no less than the minimum amounts specified.

Coverage in the amounts of these minimum limits, however, shall not be construed to relieve Contractor from liability in excess of such limits.

Contractor waives all rights against the State of Washington for the recovery of damages to the extent such damages are covered by any insurance required herein.

LIMITATION OF AUTHORITY

Only the contracting officer or his/her 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 of any clause or condition of this contract is not effective or binding unless made in writing and signed by the contracting officer.

LOSS LIABILITY

In the event of loss, damage or destruction of independent contractor supplies, equipment and materials, WHC shall assume no responsibility for the reimbursement, replacement thereof, or costs and expenses incident thereto.

NONDISCRIMINATION

During the performance of this contract, the independent contractor shall comply with all federal and state nondiscrimination laws, regulations and policies. In the event of the independent contractor’s 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 independent contractor may be declared ineligible for further contracts with WHC. The independent 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.

NON-WASHINGTON STATE UNIVERSITY (WSU) RESEARCH (IF APPLICABLE)

Under WAC 16-532-020(1), WHC is the designee of the director for administration of Chapter 16-532 WAC. As provided under RCW 15.65.320, WHC considered the facilities available through WSU for the research activities under this agreement. In the judgment of WHC, conducting the research at WSU’s facilities is not practical.

PAY EQUALITY

Independent contractor represents and warrants that, among its workers, similarly employed individuals are compensated as equals. For purposes of this provision, employees are similarly employed if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. Independent contractor may allow differentials in compensation for its workers based in good faith on any of the following: a seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation levels. A bona fide job-related factor or factors may include, but not be limited to, education, training, or experience that is: consistent with business necessity; not based on or derived from a gender-based differential; and accounts for the entire differential. A bona fide regional difference in compensation level must be consistent with business necessity; not based on or derived from a gender-based differential; and account for the entire differential. Notwithstanding any provision to the contrary, upon breach of warranty and independent contractor’s failure to provide satisfactory evidence of compliance within thirty (30) days, WHC may suspend or terminate this contract.

PRIVACY

Personal information collected, used or acquired in connection with this contract shall be used solely for the purposes of this contract. Independent 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 WHC or as provided by law.

Independent contractor agrees to implement physical, electronic and managerial safeguards to prevent unauthorized access to personal information.

WHC reserves the rights to monitor, audit or investigate the use of personal information collected, used or acquired by the independent contractor through this contract. The monitoring, auditing or investigation may include but is not limited to “salting” by WHC.

Independent contractor shall certify the return or destruction of all personal information upon expiration of this contract. Salting is the act of placing a record containing unique but false information in a database that can be used later to identify inappropriate disclosure of data contained in the database.

Any breach of this provision may result in termination of the contract and the demand for return of all personal information. The independent contractor agrees to indemnify and hold harmless WHC for any damages related to the independent contractor’s unauthorized use of personal information.

For the purposes of this provision, personal information includes but is not limited to information identifiable to an individual that relates to a natural person’s health, finances, education, business, use or receipt of governmental services or other activities, names, addresses, telephone numbers, social security numbers, driver license numbers, financial profiles, credit card numbers, financial identifiers and other identifying numbers.

RECORDS, DOCUMENTS, AND REPORTS

The independent contractor shall maintain all 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, which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract.

Independent contractor shall retain such records for a period of six 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 WHC, personnel duly authorized by WHC, the Office of the State Auditor, and federal and state officials so authorized by laws, regulation or agreement.

If any litigation, claim or audit is started before the expiration of the six (6) 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

The independent contractor shall complete registration with the Department of Revenue and be responsible for payment of all taxes due on payments made under this contract.

RELATIONSHIP OF THE PARTIES

This agreement is not intended to and shall not create a relationship such as partnership, franchise, community of interest, joint venture, agency, or employment relationship. Neither party may act in a manner which expresses or implies a relationship other than that of independent contractor nor bind the other party.

RIGHT OF INSPECTION

The independent contractor shall provide right of access to its facilities to WHC or any of its officers at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this contract on behalf of WHC.

All inspections and evaluations shall be performed in such a manner that will not unduly interfere with the independent contractor’s business or work hereunder.

RIGHTS IN DATA

Unless otherwise provided, data that originates from this contract shall be “works for hire” as defined by the U.S. Copyright Act of 1976 and shall be owned by WHC. Data shall include, but not be limited to, 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.

Data that is delivered under the contract, but that does not originate there from, shall be transferred to WHC with a nonexclusive, royalty-free, irrevocable license to publish, translate, reproduce, deliver, perform, dispose of, and to authorize others to do so; provided that such license shall be limited to the extent that the independent contractor has a right to grant such a license.

The independent contractor shall exert all reasonable effort to advise WHC, at the time of delivery of data furnished under this agreement, of all known or potential invasions of privacy contained therein and of any portion of such document, which was not produced in the performance of this agreement.

WHC shall receive prompt written notice of each notice or claim of copyright infringement received by the independent contractor with respect to any data delivered under this agreement. WHC shall have the right to modify or remove any restrictive markings placed upon the data by the independent contractor.

SAFEGUARDING OF INFORMATION

The independent contractor shall not use or disclose any:

Personal Information gained by reason of this contract, or information that may be classified as confidential for any purpose not directly connected with the administration of this contract except (1) with prior written consent of WHC or (2) as may be required by law. The independent contractor shall safeguard such information and shall return or certify destruction of the information upon contract expiration or termination.

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, WHC may terminate the contract under “Termination for Convenience” clause, without advance notice, subject to renegotiation at WHC’s discretion under those new funding limitations and conditions.

SEVERABILITY

If any provision of this contract or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this contract that can be given effect without the invalid provision, if such remainder conforms to the requirements of applicable law and the fundamental purpose of this contract, and to this end the provisions of this contract are declared to be severable.

SUBCONTRACTING

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

SUSPENSION & TERMINATION FOR DEFAULT

WHC may suspend independent contractor’s operations under this Contract immediately by written cure notice of any default. Suspension shall continue until the default is remedied to WHC’ reasonable satisfaction; Provided, however, that, if after thirty (30) days from such a suspension notice, independent contractor remains in default, WHC may terminate independent contractor’s rights under this contract. All of independent contractor’s obligations to WHC survive termination of independent contractor’s rights under this contract, until such obligations have been fulfilled.

Default Each of the following events shall constitute default of this contract by independent contractor:

Independent contractor fails to perform or comply with any of the terms or conditions of this contract including, but not limited to, independent contractor’s obligation to pay contract management fees when due; independent contractor breaches any representation or warranty provided herein;

or independent contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary.

Remedies for Default WHC’s rights to suspend and terminate independent contractor’s rights under this contract are in addition to all other available remedies.

In the event of termination for default, WHC may exercise any remedy provided by law including, without limitation, the right to procure replacement goods and/or services. In such event, independent contractor shall be liable to WHC for damages as authorized by law including, but not limited to, any price difference between the contract price and the replacement or cover price as well as any administrative and/or transaction costs directly related to such replacement procurement – e.g., the cost of the competitive procurement.

Limitation on Damages Notwithstanding any provision to the contrary, the parties agree that in no event shall WHC be liable to independent contractor for exemplary or punitive damages.

Governmental Termination Termination for Withdrawal of Authority. WHC may suspend or terminate this contract if, during the term hereof, WHC’ procurement authority is withdrawn, reduced, or limited such that WHC, in its judgment, would lack authority to enter into this contract; Provided, however, that such suspension or termination for withdrawal of authority shall only be effective upon twenty (20) days prior written notice; and Provided further, that such suspension or termination for withdrawal of authority shall not relieve any Purchaser from payment for goods and/or services already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such suspension or termination for withdrawal of authority, WHC shall have no obligation or liability to independent contractor.

Termination for Convenience WHC, for convenience, may terminate this contract; Provided, however, that such termination for convenience must, in WHC’ judgment, be in the best interest of the State of Washington; and Provided further, that such termination for convenience shall only be effective upon sixty (60) days prior written notice; and Provided further, that such termination for convenience shall not relieve any payment for goods and/or services already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such termination for convenience, WHC shall have any obligation or liability to independent contractor.

Termination Procedure Regardless of basis, in the event of suspension or termination (in full or in part), the parties shall cooperate to ensure an orderly and efficient suspension or termination. Accordingly, independent contractor shall deliver to WHC all goods and/or services that are complete (or with approval from WHC, substantially complete) and WHC shall inspect, accept, and pay for the same in accordance with this contract and the applicable Purchase Order. Unless directed by WHC to the contrary, independent contractor shall not process any orders after notice of suspension or termination inconsistent therewith.

WAGE VIOLATIONS

Independent contractor represents and warrants that neither it nor its principals or affiliates presently are determined, by a final order of the Washington Department of labor and Industries or a Court, to be in willful violation of state wage laws.

WAIVER OF DEFAULT

Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Waiver shall not be construed to be a modification of the terms of the contract unless stated to be such in writing, signed by the contracting officer of WHC.